Common use of Trust Clause in Contracts

Trust. (1) Within five business days before or after a Change in Control which was not approved in advance by a resolution of a majority of the directors of the Corporation, the Company shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3) hereof if those payment provisions become applicable, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1i) Within five business days before or after a Change in Control which was not approved in advance by a resolution of a majority of the directors of the Corporation, the Company shall shall, at the Company’s expense, (i1) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3subsection 10(a)(i) hereof if those payment provisions become applicable, and (ii2) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2ii) During the 12 twelve (12) consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3subsection 10(a)(i). Within three (3) business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth (10th) business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten (10) days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2subsection 10(a)(i) and (3), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee shall be bound by the results of the arbitration and, within three (3) days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3iii) Upon the earlier of (i1) any payment of the entire amount owed to Employee from the Trust to the Employee, or (ii2) the date twelve (12) months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i10(d)(i)(1), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(210(d)(ii), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i10(d)(i)(1) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(210(d)ii).

Trust. (1) Within five business days before or after a Change in Control which was not approved in advance by a resolution of a majority of the directors of the CorporationBank or the Parent, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3) hereof if those payment provisions become applicable, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the CompanyBank, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company Bank and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company Bank cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company Bank and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company Bank makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change in Control which was not approved in advance by a resolution of a majority of the directors of the Corporation, the Company shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2(2) and 10(a)(3(3) hereof if those payment provisions become applicable, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2(2) and 10(a)(3(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change in Control which was not approved in advance by a resolution of a majority of the directors of the Corporation, the Company shall shall, at the Company’s expense, (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3(2) hereof if those payment provisions become applicable, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3(2). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (32), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment of the entire amount owed to Employee from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1i) Within five business days before or after a Change in Control which was not approved in advance by a resolution of a majority of the directors of the Corporation, the Company shall shall, at the Company’s expense, (i1) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3subsection 10(a)(i) hereof if those payment provisions become applicable, and (ii2) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2ii) During the 12 twelve (12) consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3subsection 10(a)(i). Within three (3) business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth (10th) business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten (10) days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3subsection 10(a)(i), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee shall be bound by the results of the arbitration and, within three (3) days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3iii) Upon the earlier of (i1) any payment of the entire amount owed to Employee from the Trust to the Employee, or (ii2) the date twelve (12) months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i10(d)(i)(1), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(210(d)(ii), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i10(d)(i)(1) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(210(d)(ii).

Trust. (1) Within five business days before or after a Change in Control as defined in Section 10(a)(4) of this Agreement which was not approved in advance by a resolution of a majority of the directors Directors of the CorporationBank, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”"), designed to conform with Revenue Procedure 9293-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections Sections 10(a)(1), 10(a)(2(2) and 10(a)(3(3) hereof if those payment provisions become applicable, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections Sections 10(a)(1), 10(a)(2(2) and 10(a)(3(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten (10) days of receipt of the notice from the CompanyBank, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections Sections 10(a)(1), (2) and (3)) hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company Bank and the trustee shall be bound by the results of the arbitration and, within three (3) days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s 's rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection Section 10(d)(2)) above, the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(iSection 10(b)(1) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2)Section 10(b)(2) above.

Trust. (1) Within five business days before or after a Change in Control which was not approved in advance by a resolution of a majority of the directors Directors of the First Financial Corporation, the Company Bank or First Financial Corporation shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 9293-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2(2) and 10(a)(3(3) hereof if those payment provisions become applicable, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2(2) and 10(a)(3(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the CompanyBank, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company Bank and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i10(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i10(b)(1) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(210(b)(2).

Trust. (1) Within five business days before or after a Change in Control which was not approved (as defined in advance by a resolution Section 10(a) of a majority of the directors of the Corporationthis Agreement), the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with ) substantially in the form described in Revenue Procedure 92-64 (64, as issued by the Internal Revenue Service and as amended or any successor) and having a trustee independent of the Banksuperseded thereby, an amount equal to 2.99 times the amounts which would be payable Employee’s “base amount” as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust Trust, who shall be an independent corporation having corporate trust powers, with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During Immediately following Employee’s Separation from Service for one of the 12 consecutive month period following the date on which the Company makes the deposit referred to reasons set forth in Section 10(a) or 10 (b) hereof, or in the preceding paragraphevent Employee is a Specified Employee, on the first day of the seventh month after Employee’s Separation from Service, the Employee may shall provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, Employee the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3)said notice. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 10(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change in Control (as defined in Section 10(a) of this Agreement) which was not approved in advance by a resolution Exhibit 99 of a majority of the directors members of the CorporationIncumbent Board, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with ) substantially in the form described in Revenue Procedure 92-64 (64, as issued by the Internal Revenue Service and as amended or any successor) and having a trustee independent of the Banksuperseded thereby, an amount equal to 2.99 times the amounts which would be payable Employee’s “base amount” as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 10(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 10(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change in Control (as defined in Section 10(a) of this Agreement) which was not approved in advance by a resolution of a majority of the directors members of the CorporationIncumbent Board, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”), designed to conform with ") substantially in the form described in Revenue Procedure 92-64 (64, as issued by the Internal Revenue Service and as amended or any successor) and having a trustee independent of the Banksuperseded thereby, an amount equal to 2.99 times the amounts which would be payable Employee's "base amount" as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 10(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 10(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change in Control as defined in Section 11(a) of this Agreement which was not approved in advance by a resolution of a majority of the directors Continuing Directors of the CorporationBank, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”"), designed to conform with Revenue Procedure 9293-64 (or any successor) and having a trustee independent of the Bank, an amount equal to 2.99 times the amounts which would be payable Employee's "base amount" as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 11(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, return receipt requested. On the tenth (10th) business day after mailing said notice to the Companyassociation, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 11(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change in Control as defined in Section 11(a)(4) of this Agreement which was not approved in advance by a resolution of a majority of the directors Continuing Directors of the CorporationBank, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 9293-64 (or any successor) and having a trustee independent of the Bank, an amount equal to 2.99 times the amounts which would be payable Employee’s “base amount” as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 thirty-six (36) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3Section 11(a). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, return receipt requested. On the tenth (10th) business day after mailing said notice to the Companyassociation, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2Section 11(a) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve thirty-six (36) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change in Control which was not approved (as defined in advance by a resolution Section 10(a) of a majority of the directors of the Corporationthis Agreement), the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with ) substantially in the form described in Revenue Procedure 92-64 (64, as issued by the Internal Revenue Service and as amended or any successor) and having a trustee independent of the Banksuperseded thereby, an amount equal to 2.99 times the amounts which would be payable Employee’s “base amount” as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust Trust, who shall be an independent corporation having corporate trust powers, with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During Immediately following Employee’s Separation from Service for one of the 12 consecutive month period following the date on which the Company makes the deposit referred to reasons set forth in Section 10(a) or 10(b) hereof, or in the preceding paragraphevent Employee is a Specified Employee, on the first day of the seventh month after Employee’s Separation from Service, the Employee may shall provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, Employee the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3)said notice. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 10(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change ----- change in Control control as defined in Section 11(a) of this Agreement which was not approved in advance by a resolution of a majority of the directors Continuing Directors of the CorporationBank, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”), designed to conform with Revenue Procedure 92-64 (or any successor") and having a trustee independent substantially in the form of the trust that the Bank's Board of Directors approved on December 14, 1995, an amount equal to 2.99 times the amounts which would be payable Employee's "base amount" as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 11(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, return mail receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 11(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee The parties and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee Trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change change in Control ----- control as defined in Section 11(a) of this Agreement which was not approved in advance by a resolution of a majority of the directors Continuing Directors of the CorporationBank, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent substantially in the form of the trust that the Bank's Board of Directors approved on January 11, 1996, an amount equal to 2.99 times the amounts which would be payable Employee's "base amount" as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 11(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 11(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1a) Within five business days before or after Concurrently with the execution of this Trust, ------------ ----- the Company is delivering to the Trustee the sum of one thousand dollars ($1,000) to be held in trust hereunder. (b) Upon the occurrence of a Potential Change in Control which was not approved Control, as defined in advance by a resolution of a majority of the directors of the CorporationSection 3.02 hereof, the Company shall deliver to the Trustee to be held in trust hereunder an additional amount of cash (or marketable securities having a fair market value equal to such amount, or some combination thereof) (the "Additional Transfer") representing (i) deposit, or cause to be deposited, in a grantor trust ten million dollars (the “Trust”$10,000,000), designed the purpose of which is to conform with Revenue Procedure 92-64 (or provide a fund from which any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3) hereof if those payment provisions become applicable, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal attorneys' fees and expenses incurred in defending the Trust and the Trustee's payment of the Executives' accrued benefits under the Plans may be paid, plus (ii) the present value (determined at a discount rate of five percent (5%) per annum) of the sum of the amounts which will be sufficient to provide for the Company's obligations to pay the Executives' accrued benefits under the Plans. (c) The payments by the EmployeeCompany pursuant to Section 2.01(b) and (d) hereof shall be determined accompanied by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules a schedule of the American Arbitration Association individual Executives for whose accounts such payment is being made (the "Payment Schedule" described in making his Section 4.02(a) hereof), which sets forth the amounts delivered in respect of each such Executive in respect of each Plan. (d) At six-month intervals commencing six (6) months after the delivery of an Additional Transfer pursuant to Section 2.01(b) hereof, unless the Trust Corpus shall theretofore have been released pursuant to Article IV or her determinationArticle VI hereof, the Company shall recalculate the Additional Transfer which would be required to be delivered pursuant to Section 2.01(b) as of the end of the month immediately preceding such six-month interval date. If the Employee and amount so calculated exceeds the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules fair market value of the American Arbitration Association. The Employeethen Trust Corpus (as defined in Section 2.02(a) hereof), the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, promptly (and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. later than seven (37) Upon the earlier of (i) any payment days from the Trust to the Employee, or (iidate of such six-month interval date) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining Trustee an amount in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant cash (or marketable securities or any combination thereof) equal to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2)such excess.

Trust. (1) . Within five business days before or after a Change in Control which was not approved in advance by a resolution of a majority of the directors of the Corporation, the Company shall shall, at the Company's expense, (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”"), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3(2) hereof if those payment provisions become applicable, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) . During the 12 consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3(2). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (32), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) . Upon the earlier of (i) any payment of the entire amount owed to Employee from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s 's rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(210(d) (2).

Trust. (1) Within five business days before or after a Change in Control (as defined in Section 10(a) of this Agreement) which was not approved in advance by a resolution of a majority of the directors members of the CorporationIncumbent Board, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with ) substantially in the form described in Revenue Procedure 92-64 (64, as issued by the Internal Revenue Service and as amended or any successor) and having a trustee independent of the Banksuperseded thereby, an amount equal to 2.99 times the amounts which would be payable Employee’s “base amount” as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 10(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 10(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1a) Within five business days before or after Concurrently with the execution of this Agreement, the Company is delivering to the Trustee the sum of One Thousand Dollars to be held in trust hereunder. -3- (b) Upon the occurrence of a Potential Change in Control which was not approved in advance by a resolution of a majority of the directors of the CorporationControl, the Company shall deliver to the Trustee to be held in trust hereunder an additional amount of cash (or marketable securities having a fair market value equal to such amount, or some combination thereof) (the "Additional Transfer") which shall have been determined by the Company to have a fair market value (together with existing Trust Corpus, at fair market value) equal to the value of the Benefits due to the Executives under the Plans, assuming the following: (i) depositthe immediate occurrence of Change in Control, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3) hereof if those payment provisions become applicable, and and (ii) provide the trustee immediately following termination of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit employment of the Employee, and to follow Executives with the procedures set forth Company in the next paragraph such a manner as to produce the payment of such amounts from maximum Benefits under the Trust. (2) During the 12 consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraphPlans; provided, the Employee may provide the trustee of the Trust with a written notice requesting however, that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, in its discretion, may concurrently transfer to the trustee Trustee, to be held in trust, the ownership of certain "Life Insurance" (the policies described in Exhibit C hereto, their successor policies or additional policies on the lives of the Trust shall Executives), plus cash (together called the "Insurance Transfer") sufficient to pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt at least four of the notice from the Companyfirst seven annual premiums on each transferred policy, to non-appealable binding arbitration for a determination of the amount payable to extent then unpaid (the Employee pursuant to subsections 10(a)(1), (2) and (3"Minimum Premiums"), and the party responsible for the payment amount of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred Company's Additional Transfer shall be reduced by the Employeeestimated amounts becoming available from the transferred insurance policies (whether as loans or net policy proceeds). (c) At six-month intervals commencing six (6) months after the initial transfer pursuant to Section 3.01(b) hereof, unless the Trust Corpus shall be determined by theretofore have been -4- released pursuant to Article V hereof, the arbitrator. The Company and shall redetermine the Employee shall choose value of Benefits under the arbitrator to settle the disputeassumptions of Section 3.01(b), and such arbitrator shall be bound by the rules as of the American Arbitration Association in making his or her determinationend of the month immediately preceding such six-month interval date. If the Employee and value of Benefits so determined exceeds the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules current fair market value of the American Arbitration Association. The Employeethen Trust Corpus, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, promptly (and in no event shall later than fourteen (14) days from the trustee be liable date of such six-month interval date) transfer to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of Trustee an amount (i) any payment from in cash, (ii) in marketable securities which meet the Trust to the Employee, requirements of Section 3.02(a)(i) or (ii) and are valued at current fair market value, (iii) if the date twelve months after transfer occurs prior to the date on occurrence of a Change in Control, in Life Insurance and Minimum Premiums valued at the estimated amounts becoming available from the Life Insurance being transferred, or (iv) in any combination thereof, which amount shall be equal to such excess. (d) Each transfer by the Company makes pursuant to Sections 3.01(b) and 3.01(c) hereof shall be accompanied by a Payment Schedule (as described in Section 5.02(a) hereof) which sets forth, among other things, the deposit referred amounts transferred in respect of each Executive in respect of the Plans. (e) For the purposes of determining the amount of the Company's contributions under Sections 3.01(b) and 3.01(c) hereof, the present value of Benefits under the Plans must be determined by applying assumptions and formulas which are at least as favorable to each Executive as the actuarial assumptions (or formulas for determining such actuarial assumptions) that were applied by the Company under such Plans in subsection 10(d)(1)(idetermining Benefits under the Plans for the Company's initial transfer pursuant to Section 3.01(b) hereof. (f) As of each six (6) month interval date described in Section 3.01(c), the trustee Company shall employ an Actuary in determining the amount to be contributed and the Company must, not later than the time prescribed by Section 3.01(c) for the payment -5- of contributions, furnish to the Trustee the written certification of the Actuary employed by the Company setting forth the amount required to be contributed by the Company as of such date and stating that the contribution amount set forth and any information furnished pursuant to Section 3.01(d) has been computed in accordance with the requirements of this Trust shall pay and the provisions of the Plans, to the extent the Plans are consistent with the requirements of this Section 3.01. The Company the entire balance remaining in the segregated account maintained for the benefit shall furnish with such Actuary's certification a certification of the Employee, if any. The Employee shall thereafter have no further interest in Chief Executive Officer of the Trust Company naming the Actuary designated by the Company pursuant to this Agreement. HoweverSection and stating that the information furnished to the Actuary in connection with the preparation of the Actuary's certification was true and correct to the best of his or her knowledge. (g) Except for transfers prior to a Change in Control, contributions to the Trust Corpus must be in cash or other marketable securities acceptable to the Trustee and meeting the requirements of Section 3.02(a)(i) or (ii). (h) Notwithstanding the foregoing, the termination Trustee shall not be required or obligated to inquire into or enforce the obligations of the Trust shall Company under this Section 3.01 (including but not operate as a forfeiture or relinquishment of any of limited to the Employee’s rights under the terms of Company's obligations to contribute to this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2Trust), the trustee of the Trust but shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered be accountable only for amounts or information actually received by the arbitrator pursuant to subsection 10(d)(2)Trustee.

Trust. (1) Within five business days before or after a Change The Parties agree in Control which was not approved in advance by a resolution of a majority of the directors of the Corporation, the Company shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3) hereof if those this act that timely payment provisions become applicable, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, amount of principal pursuant hereto when it matures or becomes demandable in any other manner; (ii) any amount of interest pursuant hereto; (iii) each and all of the date twelve months after costs, expenses, fees, and/or outlays incurred by the date on BANK in relation to the negotiation and drafting of this Agreement, the Notes, and the Trust Agreement, as well as the collection of all the amounts owed pursuant hereto, shall be made alternatively through an irrevocable administration and payment trust which shall be created prior to the first Drawdown, substantially (in all cases by agreement of the Parties) in accordance with the Irrevocable Administration and Payment Trust Agreement which accompanies this Agreement as Exhibit “LXII-Bis” (“Trust Agreement”), to which the Company makes BORROWER and/or the deposit referred Joint and Several Obligors and Guarantors, in their capacity as trustors, shall assign the Trust Assets to in subsection 10(d)(1)(i)the Trustee. By the same token, the Parties agree that Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, Trust Division, shall be appointed trustee at the time the trust agreement documenting the foregoing is entered into. Notwithstanding the foregoing, the conclusion of the Trust shall pay Agreement and the Trustee’s performance of its obligations pursuant thereto may not be deemed to the Company the entire balance remaining constitute a payment in the segregated account maintained for the benefit kind of the Employee, if any. The Employee shall thereafter have no further interest in obligations incumbent upon the Trust BORROWER and/or the Joint and Several Obligors and Guarantors pursuant to this Agreement and/or the Notes, nor as a novation of the terms thereof; accordingly, regardless of the payment arrangement provided for pursuant to the Trust Agreement. However, the termination of payment obligations incumbent upon the Trust shall not operate as a forfeiture or relinquishment of any of BORROWER and/or the Employee’s rights under Joint and Several Obligors and Guarantors in connection with this Agreement and/or the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust Notes continue and shall continue to hold, be in trust, the deposit referred to force until payment in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2)full takes place.

Trust. (1) Within five business days before or after a Change change in Control which was not approved control as defined in advance by a resolution Section 1(a) of a majority of the directors of the Corporationthis Agreement, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent substantially in the form of the trust that the Bank's Board of Directors approved on September 28, 1995 for the Bank's Retirement Plan for Non-Employee Directors, an amount equal to the amounts which would be maximum amount payable in a lump sum under subsections 10(a)(1), 10(a)(2pursuant to section 1(a) and 10(a)(3) hereof if those payment provisions become applicablehereof, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 thirty-six (36) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 1(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 1(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include including any reasonable legal fees and expenses incurred by the Employee) shall be determined paid by the arbitratorBank. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve thirty-six (36) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further rights under this Section 1, no further interest in the Trust pursuant to this Agreement. However, and no further rights or claims against the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of Bank pursuant to this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1a) Within five business days before or after a Change The Escrow Agent hereby agrees with Xxxxxx to retain and hold all Deposit Funds (arising from Deposits received) in Control which was not approved in advance by a resolution of a majority trust for Tarion, subject to the overriding trust provisions of the directors Purchaser Trust and Xxxxxx agrees that the Escrow Agent shall only be required to retain and hold the Deposit Funds so received in accordance with the Addendum and this Agreement. (b) Without limiting the generality of the Corporationforegoing, the Company shall Vendor and the Escrow Agent agree with Xxxxxx that if any of the following events (each an “Event of Default”) occur: (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or Tarion determines on any successor) and having a trustee independent of the Bank, an amount equal date prior to the amounts which would be payable termination of this Agreement, that the Vendor is in a lump sum breach of any of its obligations arising under subsections 10(a)(1), 10(a)(2(a) and 10(a)(3this Agreement; (b) hereof if those payment provisions become applicable, and the Vendor/Builder Agreement; and/or (c) the ONHWP Act; (ii) provide the trustee interest of the Trust with Vendor in the Project is at any time seized or taken in execution by any creditor of the Vendor; (iii) the Vendor commits any act of bankruptcy or otherwise becomes bankrupt or insolvent, or makes a written direction to hold said amount and any investment return thereon in a segregated account general assignment for the benefit of its creditors, or purports to liquidate, or wind up its operations; or (iv) a receiver or receiver and manager is appointed to administer all or any substantial portion of the EmployeeVendor’s property or assets; then at the option of Tarion, all Deposit Funds held in the Bank Account shall, on written notice to the Vendor and the Escrow Agent, be forthwith released to Tarion or disbursed in accordance with the written direction of Tarion, as and when Tarion deems appropriate, and without prejudice to follow either or both of Purchaser claims and/or Xxxxxx’s claims upon or against the procedures set forth in Vendor for any deficiency, and the next paragraph Escrow Agent may rely on such written direction without inquiring as to the payment authority of Tarion to give such amounts from direction under this subparagraph. Any funds so received by Tarion prior to the TrustPurchaser Termination Date shall as applicable be held in trust for the applicable Purchasers. (2c) During the 12 consecutive month period following the date on which the Company makes the deposit referred The Vendor shall not be entitled to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice withdraw any funds from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred Bank Account by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his cheque or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitratorotherwise. (3d) Upon Save and except in those circumstances provided in Sections 5.1 and 5.3 below, the earlier Escrow Agent shall not pay or withdraw any funds from the Bank Account without the prior written consent (or direction) of Tarion. (ie) The interests of Tarion in the Collateral created by this Agreement shall be in addition to (and without prejudice to) any payment from other security now or hereafter held by Tarion in connection with the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2)Freehold Project.

Trust. (1a) Within five business days before or Contemporaneously with the execution of this Agreement, the Company is delivering to the Trustee to be held in trust hereunder the sum of One Thousand Dollars ($1,000). As soon as practicable after a Change in Control which was not approved in advance by a resolution of a majority of the directors of the Corporationdate hereof, the Company shall deliver to the Trustee to be held in trust hereunder an amount in cash or marketable securities or any combination thereof which will be sufficient to fund the Company's obligations to pay to the Executives benefits due and payable to them under the Plans. (b) Contemporaneously with the later payment by the Company pursuant to Section 2.01(a) hereof, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") indicating (i) depositthe amounts payable in respect of each Executive, or cause to be deposited, in providing a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (formula or any successor) and having a trustee independent of the Bank, an amount equal instructions acceptable to the Trustee for determining the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3) hereof if those payment provisions become applicableso payable, and (ii) provide the trustee time of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employeecommencement for, and to follow the procedures set forth in the next paragraph as to the form of, payment of such amounts from in respect of the TrustPlans. (2c) During the 12 consecutive month period following the date on which At each September 30, the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, shall recalculate the amount designated in the notice as being payable of assets which would be required to be delivered pursuant to subsections 10(a)(1), 10(a)(2Section 2.01(a) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs as of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determinationanniversary date. If the Employee and amount so calculated exceeds the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules fair market value of the American Arbitration Association. The Employeeassets then held in Trust, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, promptly (and in no event shall later than twenty-five (25) days from such anniversary date) pay to the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of Trustee (i) an amount in cash or marketable securities (valued at their fair market value) or any payment from the Trust combination thereof equal to the Employee, or such excess less (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employeeamount, if any. The Employee shall thereafter have no further , of interest in and other income earned on the Trust pursuant to this AgreementCorpus and received by the Trustee during the year then ended at September 30. HoweverContemporaneously with such payment, the termination Company shall deliver to the Trustee a modified Payment Schedule indicating the amounts payable in respect of each Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable, and the time of commencement for, and the form of, payment of such amounts. (d) This Trust shall be irrevocable. (e) This Trust is intended to be a grantor trust within the meaning of Section 671 of the Trust shall not operate as a forfeiture or relinquishment Internal Revenue Code of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue 1986 and is to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2)be construed accordingly.

Trust. (1a) Within five business days before or after Concurrently with the execution of this Agreement, the Company is delivering to the Trustee the sum of One Thousand Dollars to be held in trust hereunder. (b) Upon the occurrence of a Potential Change in Control which was not approved in advance by a resolution of a majority of the directors of the CorporationControl, the Company shall deliver to the Trustee to be held in trust hereunder an additional amount of cash (or marketable securities having a fair market value equal to such amount, or some combination thereof) (the "Additional Transfer") which shall have been determined by an Actuary to have a fair market value (together with existing Trust Corpus, at fair market value) equal to the value of the Benefits due to the Executives under the Plans, assuming the following: (i) depositthe immediate occurrence of Change in Control, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3) hereof if those payment provisions become applicable, and and (ii) provide the trustee immediately following termination of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit employment of the Employee, and to follow Executives with the procedures set forth Company in the next paragraph such a manner as to produce the payment of such amounts from maximum Benefits under the Trust. (2) During the 12 consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraphPlans; provided, the Employee may provide the trustee of the Trust with a written notice requesting however, that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, in its discretion, may concurrently transfer to the trustee Trustee, to be held in trust, the ownership of certain "Life Insurance" (the policies described in Exhibit C hereto, their successor policies or additional policies on the lives of the Trust shall Executives), plus cash (together called the "Insurance Transfer") sufficient to pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt at least four of the notice from the Companyfirst seven annual premiums on each transferred policy, to non-appealable binding arbitration for a determination of the amount payable to extent then unpaid (the Employee pursuant to subsections 10(a)(1), (2) and (3"Minimum Premiums"), and the party responsible amount of the Company's Additional Transfer shall be reduced by the estimated amounts becoming available from the transferred insurance policies (whether as loans or net policy proceeds). Notwithstanding the foregoing, the Company, in its discretion, may make the Insurance Transfer prior to the occurrence of any Potential Change in Control, and such an Insurance Transfer, in and of itself, shall not be treated as an initial transfer under Section 3.01 (c) hereof. (c) At six-month intervals commencing six (6) months after the initial transfer pursuant to Section 3.01(b) hereof, unless the Trust Corpus shall theretofore have been released pursuant to Article V hereof, the Company shall redetermine the value of Benefits under the assumptions of Section 3.01(b), as of the end of the month immediately preceding such six-month interval date. If the value of Benefits so determined exceeds the current fair market value of the then Trust Corpus, the Company shall promptly (and in no event later than fourteen (14) days from the date of such six-month interval date) transfer to the Trustee an amount (i) in cash, (ii) in marketable securities which meet the requirements of Section 3.02(a)(i) or (ii) and are valued at current fair market value, (iii) if the transfer occurs prior to the occurrence of a Change in Control, in Life Insurance and Minimum Premiums valued at the estimated amounts becoming available from the Life Insurance being transferred, or (iv) in any combination thereof, which amount shall be equal to such excess. (d) Each transfer by the Company pursuant to Sections 3.01(b) and 3.01(c) hereof shall be accompanied by a Payment Schedule (as described in Section 5.02(a) hereof) which sets forth, among other things, the amounts transferred in respect of each Executive in respect of the Plans. (e) For the purposes of determining the amount of the Company's contributions under Sections 3.01(b) and 3.01(c) hereof, the present value of Benefits under the Plans must be determined by applying assumptions and formulas which are at least as favorable to each Executive as the actuarial assumptions (or formulas for determining such actuarial assumptions) that were applied by the Company under such Plans in determining Benefits under the Plans for the Company's initial transfer pursuant to Section 3.01(b) hereof. (f) As of each six (6) month interval date described in Section 3.01(c), the Company shall employ an Actuary in determining the amount to be contributed and the Company must, not later than the time prescribed by Section 3.01(c) for the payment of contributions, furnish to the costs Trustee the written certification of the Actuary employed by the Company setting forth the amount required to be contributed by the Company as of such arbitration (which may include date and stating that the contribution amount set forth and any reasonable legal fees information furnished pursuant to Section 3.01(d) has been computed in accordance with the requirements of this Trust and expenses incurred by the Employee) shall be determined by provisions of the arbitratorPlans, to the extent the Plans are consistent with the requirements of this Section 3.01. The Company and shall furnish with such Actuary's certification a certification of the Employee shall choose Chief Executive Officer of the arbitrator to settle Company naming the dispute, and such arbitrator shall be bound Actuary designated by the rules Company pursuant to this Section and stating that the information furnished to the Actuary in connection with the preparation of the American Arbitration Association in making Actuary's certification was true and correct to the best of his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitratorknowledge. (3g) Upon the earlier of (i) any payment from Except for transfers prior to a Change in Control, contributions to the Trust Corpus must be in cash or other marketable securities acceptable to the Employee, Trustee and meeting the requirements of Section 3.02(a)(i) or (ii). (h) Notwithstanding the date twelve months after foregoing, the date on which Trustee shall not be required or obligated to inquire into or enforce the obligations of the Company makes under this Section 3.01 (including but not limited to the deposit referred Company's obligations to in subsection 10(d)(1)(icontribute to this Trust), the trustee of the Trust but shall pay to the Company the entire balance remaining in the segregated account maintained be accountable only for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture amounts or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered information actually received by the arbitrator pursuant to subsection 10(d)(2)Trustee.

Trust. (1) Within five business days before or after a Change ----- change in Control which was not approved control as defined in advance by a resolution Section 1(a) of a majority of the directors of the Corporationthis Agreement, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent substantially in the form of the trust that the Bank's Board of Directors approved on September 28, 1995 for the Bank's Retirement Plan for Non-Employee Directors, an amount equal to the amounts which would be maximum amount payable in a lump sum under subsections 10(a)(1), 10(a)(2pursuant to section 1(a) and 10(a)(3) hereof if those payment provisions become applicablehereof, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 thirty-six (36) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 1(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 1(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include including any reasonable legal fees and expenses incurred by the Employee) shall be determined paid by the arbitratorBank. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve thirty-six (36) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further rights under this Section 1, no further interest in the Trust pursuant to this Agreement. However, and no further rights or claims against the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of Bank pursuant to this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change change ----- in Control control as defined in Section 11(a) of this Agreement which was not approved in advance by a resolution of a majority of the directors Continuing Directors of the CorporationBank, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent substantially in the form of the trust that the Bank's Board of Directors approved on January 11, 1996, an amount equal to 2.99 times the amounts which would be payable Employee's "base amount" as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 11(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 11(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1a) Within five business days before or Contemporaneously with the execution of this Agreement, the Company is delivering to the Trustee to be held in trust hereunder the sum of One Thousand Dollars ($1,000). As soon as practicable after a Change in Control which was not approved in advance by a resolution of a majority of the directors of the Corporationdate hereof, the Company shall deliver to the Trustee to be held in trust hereunder an amount in cash plus marketable securities and life insurance policies which will be sufficient to fund the Company's obligations to pay (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be Executives benefits due and payable in a lump sum to them under subsections 10(a)(1), 10(a)(2) and 10(a)(3) hereof if those payment provisions become applicable, the Plans and (ii) provide to the trustee appropriate insurers premiums due and payable on such life insurance policies. (b) Contemporaneously with the later payment by the Company pursuant to Section 2.01(a) hereof, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") indicating (i) the amounts payable in respect of each Executive, or providing a formula or instructions acceptable to the Trust with a written direction to hold said amount and any investment return thereon in a segregated account Trustee for determining the benefit of the Employeeamounts so payable, and to follow the procedures set forth in time of commencement for, and the next paragraph as to the form of, payment of such amounts from in respect of the Plans and (ii) the amounts payable in respect of any premiums on any life insurance policies held in Trust. (2c) During the 12 consecutive month period following the date on which At each September 30, the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, shall recalculate the amount designated in the notice as being payable of assets which would be required to be delivered pursuant to subsections 10(a)(1), 10(a)(2Section 2.01(a) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs as of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determinationanniversary date. If the Employee and amount so calculated exceeds the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules fair market value of the American Arbitration Association. The Employeeassets then held in trust, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, promptly (and in no event shall later than twenty-five (25) days from such anniversary date) pay to the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of Trustee (i) an amount in cash, marketable securities (valued at their fair market value) or life insurance policies or any payment from the Trust combination thereof equal to the Employee, or such excess less (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employeeamount, if any. The Employee shall thereafter have no further , of interest in and other income earned on the Trust pursuant to this AgreementCorpus and received by the Trustee during the year then ended at September 30. HoweverContemporaneously with such payment, the termination Company shall deliver to the Trustee (i) a modified Payment Schedule indicating the amounts payable in respect of each Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable, and the time of commencement for, and the form of, payment of such amounts and (ii) the amounts payable in respect of any premiums on any life insurance policies held in Trust. (d) The Trust shall be revocable by the Company at any time until thirty (30) days following the issuance by the Internal Revenue Service of tax rulings requested by the Company in connection with its establishment of this Trust; thereafter, this Trust shall be irrevocable. (e) This Trust is intended to be a grantor trust within the meaning of Section 671 of the Trust shall not operate as a forfeiture or relinquishment Internal Revenue Code of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue 1986 and is to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2)be construed accordingly.

Trust. (1) Within five business days before or after a Change in Control which was not approved in advance by a resolution of a majority of the directors Directors of the First Financial Corporation, the Company Bank or First Financial Corporation shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”"), designed to conform with Revenue Procedure 9293-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2(2) and 10(a)(3(3) hereof if those payment provisions become applicable, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2(2) and 10(a)(3(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the CompanyBank, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company Bank and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i10(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s 's rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i10(b)(1) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(210(b)(2).

Trust. (1) Within five business days before or after a Change change ----- in Control which was not approved control as defined in advance by a resolution Section 11(a) of a majority of the directors of the Corporationthis Agreement, the Company Bank shall (i) deposit, or cause to be deposited, in a the grantor trust (the “"Trust”)) that was approved by the Board of Directors on ________________, designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank1994, an amount equal to 2.99 times the amounts which would be payable Employee's "base amount" as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 thirty-six (36) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 11(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 11(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include including any reasonable legal fees and expenses incurred by the Employee) shall be determined paid by the arbitratorBank. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association Bank in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve thirty-six (36) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or ----- after a Change change in Control control (as defined in Section 10(a) of this Agreement) which was not approved in advance by a resolution of a majority of the directors Continuing Directors of the CorporationBank, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”), designed to conform with ") substantially in the form described in Revenue Procedure 92-64 (64, as issued by the Internal Revenue Service and as amended or any successor) and having a trustee independent of the Banksuperseded thereby, an amount equal to 2.99 times the amounts which would be payable Employee's "base amount" as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 10(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable nonappealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 10(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1a) Within five business days before or after Concurrently with the execution of this Agreement, the Company is delivering to the Trustee the sum of One Thousand Dollars to be held in trust hereunder. (b) Upon the occurrence of a Potential Change in Control which was not approved in advance by a resolution of a majority of the directors of the CorporationControl, the Company shall deliver to the Trustee to be held in trust hereunder an additional amount of cash (or marketable securities having a fair market value equal to such amount, or some combination -3- thereof) (the "Additional Transfer") which shall have been determined by the Company to have a fair market value (together with existing Trust Corpus, at fair market value) equal to the value of the Benefits due to the Executives under the Plans, assuming the following: (i) depositthe immediate occurrence of Change in Control, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to the amounts which would be payable in a lump sum under subsections 10(a)(1), 10(a)(2) and 10(a)(3) hereof if those payment provisions become applicable, and and (ii) provide the trustee immediately following termination of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit employment of the Employee, and to follow Executives with the procedures set forth Company in the next paragraph such a manner as to produce the payment of such amounts from maximum Benefits under the Trust. (2) During the 12 consecutive month period following the date on which the Company makes the deposit referred to in the preceding paragraphPlans; provided, the Employee may provide the trustee of the Trust with a written notice requesting however, that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, in its discretion, may concurrently transfer to the trustee Trustee, to be held in trust, the ownership of certain "Life Insurance" (the policies described in Exhibit C hereto, their successor policies or additional policies on the lives of the Trust shall Executives), plus cash (together called the "Insurance Transfer") sufficient to pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt at least four of the notice from the Companyfirst seven annual premiums on each transferred policy, to non-appealable binding arbitration for a determination of the amount payable to extent then unpaid (the Employee pursuant to subsections 10(a)(1), (2) and (3"Minimum Premiums"), and the party responsible amount of the Company's Additional Transfer shall be reduced by the estimated amounts becoming available from the transferred insurance policies (whether as loans or net policy proceeds). (c) At six-month intervals commencing six (6) months after the initial transfer pursuant to Section 3.01(b) hereof, unless the Trust Corpus shall theretofore have been released pursuant to Article V hereof, the Company shall redetermine the value of Benefits under the assumptions of Section 3.01(b), as of the end of the month immediately preceding such six-month interval date. If the value of Benefits so determined exceeds the current fair market value of the then Trust Corpus, the Company shall promptly (and in no event later than fourteen (14) days from the date of such six-month interval date) transfer to the Trustee an amount (i) in cash, (ii) in marketable securities which meet the requirements of Section 3.02(a)(i) or (ii) and are -4- valued at current fair market value, (iii) if the transfer occurs prior to the occurrence of a Change in Control, in Life Insurance and Minimum Premiums valued at the estimated amounts becoming available from the Life Insurance being transferred, or (iv) in any combination thereof, which amount shall be equal to such excess. (d) Each transfer by the Company pursuant to Sections 3.01(b) and 3.01(c) hereof shall be accompanied by a Payment Schedule (as described in Section 5.02(a) hereof) which sets forth, among other things, the amounts transferred in respect of each Executive in respect of the Plans. (e) For the purposes of determining the amount of the Company's contributions under Sections 3.01(b) and 3.01(c) hereof, the present value of Benefits under the Plans must be determined by applying assumptions and formulas which are at least as favorable to each Executive as the actuarial assumptions (or formulas for determining such actuarial assumptions) that were applied by the Company under such Plans in determining Benefits under the Plans for the Company's initial transfer pursuant to Section 3.01(b) hereof. (f) As of each six (6) month interval date described in Section 3.01(c), the Company shall employ an Actuary in determining the amount to be contributed and the Company must, not later than the time prescribed by Section 3.01(c) for the payment of contributions, furnish to the costs Trustee the written certification of the Actuary employed by the Company setting forth the amount required to be contributed by the Company as of such arbitration (which may include date and stating that the contribution amount set forth and any reasonable legal fees information furnished pursuant to Section 3.01(d) has been computed in accordance with the requirements of this Trust and expenses incurred by the Employee) shall be determined by provisions of the arbitratorPlans, to the extent the Plans are consistent with the requirements of this Section 3.01. The Company and shall furnish with such Actuary's certification a certification of the Employee shall choose -5- Chief Executive Officer of the arbitrator to settle Company naming the dispute, and such arbitrator shall be bound Actuary designated by the rules Company pursuant to this Section and stating that the information furnished to the Actuary in connection with the preparation of the American Arbitration Association in making Actuary's certification was true and correct to the best of his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitratorknowledge. (3g) Upon the earlier of (i) any payment from Except for transfers prior to a Change in Control, contributions to the Trust Corpus must be in cash or other marketable securities acceptable to the Employee, Trustee and meeting the requirements of Section 3.02(a)(i) or (ii). (h) Notwithstanding the date twelve months after foregoing, the date on which Trustee shall not be required or obligated to inquire into or enforce the obligations of the Company makes under this Section 3.01 (including but not limited to the deposit referred Company's obligations to in subsection 10(d)(1)(icontribute to this Trust), the trustee of the Trust but shall pay to the Company the entire balance remaining in the segregated account maintained be accountable only for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture amounts or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered information actually received by the arbitrator pursuant to subsection 10(d)(2)Trustee.

Trust. (1i) Within five business days before or after The Company shall promptly (without regard for any revocation period under Section 7(b)) establish a Change "rabbi" trust satisfying the requirements of Internal Revenue Procedure 92-64, which trust shall be substantially in Control which was not approved in advance by a resolution the form of a majority Exhibit B to this Agreement (the "TRUST"). The trustee of the directors of Trust (the Corporation"TRUSTEE") shall be selected by Executive and consented to by the Company, with such consent not to be unreasonably withheld, and the Company shall pay all trust administration and trustee's fees and expenses for the Trust and, to the extent not paid timely in accordance with the Trust, shall promptly pay the Executive all such amounts deducted by the Trustee towards such fees and expenses. On or about February 1, 2007, the Company shall promptly contribute to the Trust (iA) depositthe Cash Amounts, or cause (B) the Contractual Amounts, (C) the amounts to be depositedpaid to the Trust for welfare benefit premiums per Schedule 2(c) to this Agreement (the "WELFARE BENEFIT PREMIUMS"), and (D) the Common Stock and, subject to Section 2(e)(iv) below, shall contribute the Dividends to the Trust when paid, on the Common Stock held in the Trust, pursuant to Section 2(b)(iii); PROVIDED that all such contributions (and all income thereon) shall revert and be refunded to the Company in the event that the Executive timely revokes his release pursuant to Section 7(b); and PROVIDED FURTHER that to the extent that the foregoing contributions in respect of the Cash Amounts (other than the Section 2(a)(iv) Payment), the Contractual Amounts and the Welfare Benefit Premiums (collectively, the "CASH CONTRIBUTIONS") are not made to the Trust on or before February 1, 2007, the Company shall invest the Cash Contributions in the same manner as the Company's other short-term cash investments (e.g., in a grantor trust (money market fund) and, the “Company shall contribute to the Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of when the BankCash Contributions are made, an amount additional contribution equal to the amounts which would be payable in a lump sum under subsections 10(a)(1)amount of interest earned by the Company thereon for the period beginning on February 1, 10(a)(2) and 10(a)(3) hereof if those payment provisions become applicable2007, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 consecutive month period following ending on the date on which the Company makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company via overnight and registered mail, return receipt requested. On the tenth business day after mailing said notice to the Company, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company provides the trustee with a written notice directing the trustee to withhold such paymentcontribution thereof. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and event that the Company cannot agree on an arbitratoranticipates that the Cash Contributions will be significantly delayed beyond February 1, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee2007, the Company and the trustee Executive shall cooperate, reasonably and in good faith, to agree to an appropriate investment of the Cash Contributions, taking into account the circumstances of such delay, and the Company shall contribute to the Trust the return on such investment at such time as the Cash Contributions are made, The principal of the Trust, other than the Common Stock, shall be bound invested in ten (10)-year United States Treasury securities having maturity dates occurring as soon as reasonably possible prior to the Payment Date or the applicable Anniversary Date, as the case may be, and upon the date of deposit of principal into the Trust the Company shall so direct the Trustee in writing; PROVIDED that the Company may direct the Trustee, in writing, to invest the principal other than in such Treasury Securities with the Executive's prior written consent; and PROVIDED FURTHER that the Company shall not be responsible for and the Company's obligations hereunder shall be reduced by the results amount of any investment losses with respect to the principal (or income earned on the principal) of the arbitration Trust; and PROVIDED FURTHER that all transaction costs associated with such investment shall be borne by and shall reduce the principal of and income earned by the Trust. The Company shall have the right, at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for Common Stock held by the Trust; PROVIDED that any such substituted assets shall be invested in the same manner as Cash Amounts, above, and upon such substitution, the Company shall so direct the Trustee in writing accordingly. (ii) Subject to the provisions hereof, any income earned by the Trust on the Contractual Amounts shall be paid to the Executive on the applicable Anniversary Dates on a PRO RATA basis with the Contractual Amounts, and any unpaid income thereon shall be paid with the final such installment of the Contractual Amounts. The Contractual Amounts, together with income as provided herein, shall be paid to the Executive on the applicable Anniversary Dates unless the Company has notified the Trustee that the Executive is not in compliance with the provisions of Section 3 and Section 4 of this Agreement. In the event of such notice, the procedure set forth in Section 14(b) of this Agreement shall be followed, and such payment of the Contractual Amounts and income shall be made from the Trust as determined in accordance with Section 14(b) hereof. (iii) Any income earned on the Cash Amounts (other than income earned in respect of the Section 2(a)(iv) Payment), the Welfare Benefit Premiums and the Dividends deposited in the Trust shall be paid to the Executive on the Payment Date. Without further action by the Company and the Executive, the Cash Amounts, the Welfare Benefit Premiums, the Dividends and the applicable income shall be paid by the Trustee to the Executive on the Payment Date, and, within three days subject to Section 2(e)(v) below, the Common Stock shall be delivered to the Executive from the Trust on or as soon as practicable following the Payment Date. (iv) For purposes of Section 2(e)(i) above, the contribution to the trust in respect of the determination Section 2(a)(iv) Payment shall be in the amount of thirty-three million eight-hundred eighty-six thousand four hundred twenty-three dollars ($33,886,423); PROVIDED that, promptly after publication of the Interest Rate by the arbitratorInternal Revenue Service, the trustee Company shall pay contribute to the Trust an additional amount equal to the excess, if any, of the amount of the Section 2(a)(iv) Payment, over the amount previously contributed to the Trust in respect of such payment and the income thereon; and PROVIDED FURTHER that the Trustee shall distribute to the Company from the Trust the amounts required to be paid excess, if any, of the total amount contributed to the Employee and/or Trust in respect of the CompanySection 2(a)(iv) Payment and the income thereon, and in no event shall over the trustee be liable to either party for making the payments as determined by the arbitratoramount of such payment. (3v) Upon On or about February 21, 2007, the earlier Trustee shall effect the sale of eight-hundred sixty-two thousand five hundred (i862,500) any payment shares of the Common Stock. The cash proceeds from such sale shall be invested as provided in Section 2(e)(i) above and, without further action by the Trust Company and the Executive, shall be paid by the Trustee to the Employee, or (ii) Executive on the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate Payment Date with income thereon as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2)provided herein.

Trust. (1i) Within five business days before or after a Change in Control as defined in Section 11(a) of this Agreement which was not approved in advance by a resolution of a majority of the directors Continuing Directors of the CorporationBank, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “"Trust”"), designed to conform with Revenue Procedure 9293-64 (or any successor) and having a trustee independent of the Bank, an amount equal to 2.99 times the amounts which would be payable Employee's "base amount" as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2ii) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 11(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, return receipt requested. On the tenth (10th) business day after mailing said notice to the Companyassociation, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 11(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3iii) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1i) Within five business days before or after a Change in Control as defined in Section 11(a) of this Agreement which was not approved in advance by a resolution of a majority of the directors Continuing Directors of the CorporationBank, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 9293-64 (or any successor) and having a trustee independent of the Bank, an amount equal to 2.99 times the amounts which would be payable Employee’s “base amount” as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2ii) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 11(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, return receipt requested. On the tenth (10th) business day after mailing said notice to the Companyassociation, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 11(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3iii) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d)(1), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five (5) business days before or after a Change in Control as defined in Section 11(a) of this Agreement which was not approved in advance by a resolution of a majority of the directors Continuing Directors of the CorporationBank, the Company Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank, an amount equal to 2.99 times the amounts which would be payable Employee’s “base amount” as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust trustee with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twelve (12) consecutive month period following the date on which the Company Bank makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 11(a) and 10(a)(3or (b). Within three (3) business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 11(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association Bank in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three (3) days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Company Bank makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(c), the trustee of the Trust shall pay to the Company Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five (5) business days before or after a Change in Control which was not approved (as defined in advance by a resolution Section 10(a) of a majority of the directors of the Corporationthis Agreement), the Company shall Bank shall: (i) deposit, or cause to be deposited, in a grantor trust (the “Trust”), designed to conform with ) substantially in the form described in Revenue Procedure 92-64 (64, as issued by the Internal Revenue Service and as amended or any successor) and having a trustee independent of the Banksuperseded thereby, an amount equal to one (1) dollar less than three (3) times the amounts which would be payable Employee’s “base amount” as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicable, of the Code; and (ii) provide the trustee of the Trust Trust, who shall be an independent corporation having corporate trust powers, with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During Immediately following Employee’s Separation from Service (as defined below) for one of the 12 consecutive month period following the date on which the Company makes the deposit referred to reasons set forth in the preceding paragraphSection 10(a) or 10(b) hereof, the Employee may shall provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, Employee the amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2) and 10(a)(3)said notice. Within three (3) business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Bank via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyBank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 10(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include any reasonable legal fees and expenses incurred by the Employee) shall be determined by the arbitrator. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three (3) days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyBank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve months after the date on which the Company makes the deposit referred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to the Company the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).

Trust. (1) Within five business days before or after a Change change in Control which was not approved control as defined in advance by a resolution Section 11(a) of a majority of the directors of the Corporationthis Agreement, the Company Association shall (i) deposit, or cause to be deposited, in a grantor trust substantially in the form of the trust (the “"Trust”)) that the Association's Board of Directors approved on May 18, designed to conform with Revenue Procedure 92-64 (or any successor) and having a trustee independent of the Bank1995, an amount equal to 2.99 times the amounts which would be payable Employee's "base amount" as defined in a lump sum under subsections 10(a)(1), 10(a)(2Section 280G(b)(3) and 10(a)(3) hereof if those payment provisions become applicableof the Code, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. (2) During the 12 twenty-seven (27) consecutive month period following the date on which the Company Association makes the deposit referred to in the preceding paragraph, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee, in a single sum, the Employee an amount designated in the notice as being payable pursuant to subsections 10(a)(1), 10(a)(2Section 11(a) and 10(a)(3or (b). Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company Association via overnight and registered mail, mail return receipt requested. On the tenth (10th) business day after mailing said notice to the CompanyAssociation, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Company Association provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute, within ten days of receipt of the notice from the Company, dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to subsections 10(a)(1), Section 11(a) or (2b) and (3)hereof, and the party responsible for the payment of the costs of such arbitration (which may include including any reasonable legal fees and expenses incurred by the Employee) shall be determined paid by the arbitratorAssociation. The Company and the Employee trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. If the Employee and the Company cannot agree on an arbitrator, then the arbitrator shall be selected under the rules of the American Arbitration Association. The Employee, the Company parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the CompanyAssociation, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. (3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Company Association makes the deposit referred to in the first paragraph of this subsection 10(d)(1)(i(d)(1), the trustee of the Trust shall pay to the Company Association the entire balance remaining in the segregated account maintained for the benefit of the Employee, if any. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. However, the termination of the Trust shall not operate as a forfeiture or relinquishment of any of the Employee’s rights under the terms of this Agreement. Furthermore, in the event of a dispute under subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(d)(1)(i) until a final decision is rendered by the arbitrator pursuant to subsection 10(d)(2).