Common use of Discharge Without Cause Clause in Contracts

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer received in the calendar year preceding that in which the termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.

Discharge Without Cause. The Bank Company may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank Company shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank Company shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the OfficerExecutive’s resignationtermination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the BankCompany, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i). (ii) The Bank Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Officer received in Executive would have earned if he had continued working for the calendar Company during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Salary Severance Payment”). The Salary Severance Payment shall be computed using the following formula: where: “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “BS” is the highest annual rate of salary achieved by the Executive during the period of three (3) years ending immediately prior to the date of termination; “PR” is the number of payroll periods that occur during a year preceding that under the Company’s normal payroll practices; “I” equals the applicable federal short term rate established under section 1274 of the Internal Revenue Code of 1986 (the “Code”) for the month in which the Executive’s termination of employment with occurs (the Bank occurs to compensate “Short Term AFR”) and “n” equals the Officer for product of the payments Remaining Unexpired Employment Period at the Officer would have received Executive’s termination of employment (expressed in years and fractions of years) multiplied by the number of payroll periods that occur during a year under the Assurance PeriodCompany’s normal payroll practices. Such lump sum The Salary Severance Payment shall be paid made within five (5) business days after the Executive’s termination of employment and shall be in lieu of all other payments any claim to a continuation of salary, bonus, short-term base salary which the Executive might otherwise have and long-term in lieu of cash compensation provided severance benefits under any severance benefits program which may be in effect for under this Agreement in respect officers or employees of the Company. (iii) The Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the annual bonuses (if any) that the Executive would have earned if he had continued working for the Company during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during the period following any such terminationof three (3) years ending immediately prior to the date of termination (the “Bonus Severance Payment”). Such payment The Bonus Severance Payment shall be made computed using the following formula: where: “BSP” is the amount of the Bonus Severance Payment (without discounting before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ABP” is the aggregate of the annual bonuses paid or declared (whether or not paid) for early paymentthe most recent period of three (3) within thirty (30) days following calendar years to end on or before the OfficerExecutive’s termination of employment; and “ASP” is the aggregate base salary actually paid to the Executive during such period of three (3) calendar years (excluding any year for which no bonus was declared or paid). The payments Bonus Severance Payment shall be made within five (5) business days after the Executive’s termination of employment and shall be in lieu of any claim to a continuation of participation in annual bonus plans of the Company which the Executive might otherwise have. (iv) The Company shall pay to the Executive (or in the event of his death, to his estate), a lump sum payment in an amount equal to the excess (if any) of: (A) the present value of the aggregate benefits described in section 6(b) are referred to in this Agreement as which he would be entitled under any and all tax-qualified and non-tax-qualified defined benefit plans maintained by, or covering employees of, the Company (the “Additional Change Pension Plans”) if he had continued working for the Company during the Remaining Unexpired Employment Period; over (B) the present value of Control Entitlementsthe benefits to which the Executive and his spouse and/or designated beneficiaries are actually entitled under such plans (the “Pension Severance Payment”.). The Pension Severance Payment shall be computed according to the following formula:

Discharge Without Cause. The Bank may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the OfficerExecutive’s resignationtermination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i). (ii) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Officer received in Executive would have earned if he had continued working for the calendar Bank during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Salary Severance Payment”). The Salary Severance Payment shall be computed using the following formula: where: “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “BS” is the highest annual rate of salary achieved by the Executive during the period of three (3) years ending immediately prior to the date of termination; “PR” is the number of payroll periods that occur during a year preceding that under the Bank’s normal payroll practices; “I” equals the applicable federal short term rate established under section 1274 of the Internal Revenue Code of 1986 (the “Code”) for the month in which the Executive’s termination of employment with occurs (the Bank occurs to compensate “Short Term AFR”) and “n” equals the Officer for product of the payments Remaining Unexpired Employment Period at the Officer would have received Executive’s termination of employment (expressed in years and fractions of years) multiplied by the number of payroll periods that occur during a year under the Assurance PeriodBank’s normal payroll practices. Such lump sum The Salary Severance Payment shall be paid made within five (5) business days after the Executive’s termination of employment and shall be in lieu of all other payments any claim to a continuation of salary, bonus, short-term base salary which the Executive might otherwise have and long-term in lieu of cash compensation provided severance benefits under any severance benefits program which may be in effect for under this Agreement in respect officers or employees of the Bank. (iii) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the annual bonuses (if any) that the Executive would have earned if he had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during the period following any such terminationof three (3) years ending immediately prior to the date of termination (the “Bonus Severance Payment”). Such payment The Bonus Severance Payment shall be made computed using the following formula: where: “BSP” is the amount of the Bonus Severance Payment (without discounting before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ABP” is the aggregate of the annual bonuses paid or declared (whether or not paid) for early paymentthe most recent period of three (3) within thirty (30) days following calendar years to end on or before the OfficerExecutive’s termination of employment; and “ASP” is the aggregate base salary actually paid to the Executive during such period of three (3) calendar years (excluding any year for which no bonus was declared or paid). The payments Bonus Severance Payment shall be made within five (5) business days after the Executive’s termination of employment and shall be in lieu of any claim to a continuation of participation in annual bonus plans of the Bank which the Executive might otherwise have. (iv) The Bank shall pay to the Executive (or in the event of his death, to his estate), a lump sum payment in an amount equal to the excess (if any) of: (A) the present value of the aggregate benefits described in section 6(b) are referred to in this Agreement as which he would be entitled under any and all tax-qualified and non-tax-qualified defined benefit plans maintained by, or covering employees of, the Bank (the “Additional Change Pension Plans”) if he had continued working for the Bank during the Remaining Unexpired Employment Period; over (B) the present value of Control Entitlementsthe benefits to which the Executive and his spouse and/or designated beneficiaries are actually entitled under such plans (the “Pension Severance Payment”.). The Pension Severance Payment shall be computed according to the following formula:

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s 's resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer received in the calendar year preceding that in which the termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s 's termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “"Additional Change of Control Entitlements”".

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignation; provided, however, that, to the extent that the promise or provision of any continue group health benefit pursuant to this Section 6(b)(i) would cause a group health plan maintained for the officers or employees of the Bank to fail to comply with section 2716 of the Public Health Service Act, the Officer shall be provided with distributions of cash in lieu of such benefit, at the same times and in the same forms as the premium payments which would have been made to provide such benefit, in amounts adequate for the Office to purchase a comparable health benefit. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer received in the calendar year preceding that in which the termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.

Discharge Without Cause. The Bank and the Company may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank and the Company shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank and the Company shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignationExecutive's termination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the BankBank and the Company, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i). (ii) The Bank and the Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Officer received in Executive would have earned if he had continued working for the calendar year preceding that in which the termination of employment with Company and the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance PeriodRemaining Unexpired Employment Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the "Salary Severance Payment"). Such lump sum The Salary Severance Payment shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of computed using the period following any such termination. Such payment shall be made formula: SSP=(Epsilon) n [ (without discounting for early paymentBS/PR) within thirty ] -------------------- 1 [ [ 1 + (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.I / PR)]n]

Discharge Without Cause. The Bank Company may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank Company shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank Company shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the OfficerExecutive’s resignationtermination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the BankCompany, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i). (ii) The Bank Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Officer received in Executive would have earned if he had continued working for the calendar Company during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Salary Severance Payment”). The Salary Severance Payment shall be computed using the following formula: where: “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “BS” is the highest annual rate of salary achieved by the Executive during the period of three (3) years ending immediately prior to the date of termination; “PR” is the number of payroll periods that occur during a year preceding that under the Company’s normal payroll practices; “I” equals the applicable federal short term rate established under section 1274 of the Internal Revenue Code of 1986 (the “Code”) for the month in which the Executive’s termination of employment with occurs (the Bank occurs to compensate “Short Term AFR”) and “n” equals the Officer for product of the payments Remaining Unexpired Employment Period at the Officer would have received Executive’s termination of employment (expressed in years and fractions of years) multiplied by the number of payroll periods that occur during a year under the Assurance PeriodCompany’s normal payroll practices. Such lump sum The Salary Severance Payment shall be paid made on the fifth (5th) business day after the Executive’s termination of employment and shall be in lieu of all other payments any claim to a continuation of salary, bonus, short-term base salary which the Executive might otherwise have and long-term in lieu of cash compensation provided severance benefits under any severance benefits program which may be in effect for under this Agreement in respect officers or employees of the Company. (iii) The Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the annual bonuses (if any) that the Executive would have earned if he had continued working for the Company during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during the period following any such terminationof three (3) years ending immediately prior to the date of termination (the “Bonus Severance Payment”). Such payment The Bonus Severance Payment shall be made computed using the following formula: where: “BSP” is the amount of the Bonus Severance Payment (without discounting before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ABP” is the aggregate of the annual bonuses paid or declared (whether or not paid) for early paymentthe most recent period of three (3) within thirty (30) days following calendar years to end on or before the OfficerExecutive’s termination of employment; and “ASP” is the aggregate base salary actually paid to the Executive during such period of three (3) calendar years (excluding any year for which no bonus was declared or paid). The payments Bonus Severance Payment shall be made on the fifth (5th) business day after the Executive’s termination of employment and shall be in lieu of any claim to a continuation of participation in annual bonus plans of the Company which the Executive might otherwise have. (iv) The Company shall pay to the Executive (or in the event of his death, to his estate), an amount equal to the excess (if any) of: (A) the present value of the aggregate benefits described in section 6(b) are referred to in this Agreement as which he would be entitled under any and all tax-qualified and non-tax-qualified defined benefit plans maintained by, or covering employees of, the Company (the “Additional Change Pension Plans”) if he had continued working for the Company during the Remaining Unexpired Employment Period; over (B) the present value of Control Entitlementsthe benefits to which the Executive and his spouse and/or designated beneficiaries are actually entitled under such plans (the “Pension Severance Payment”.). The Pension Severance Payment shall be computed according to the following formula:

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Officer received in Bank during the calendar year preceding Assurance Period at the highest annual rate of salary achieved during that in portion of the employment period which the is prior to Executive’s termination of employment with the Bank occurs Bank, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (“Code”), compounded using the compounding period corresponding to the Bank’s regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (iii) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Assurance Period, such payment to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to Executive under such incentive compensation plan; multiplied by (B) the salary that would have been paid to Executive during each such calendar year at the highest annual rate of salary achieved during that portion of the employment period which is prior to Executive’s termination of employment with the Bank. Such payment shall be made (without discounting for early payment) within thirty (30) days following the OfficerExecutive’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.

Discharge Without Cause. The Bank Company may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank Company shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank Company shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the OfficerExecutive’s resignationtermination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the BankCompany, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i). (ii) The Bank Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Officer received in Company during the calendar year preceding Remaining Unexpired Employment Period at the highest annual rate of salary achieved during that in portion of the Employment Period which the is prior to Executive’s termination of employment with the Bank occurs Company, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (“Code”), compounded using the compounding period corresponding to the Company’s regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (A) The Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Company for the current calendar year with such amount pro-rated to reflect that portion of the calendar year actually worked. Such payment shall be made (without discounting for early payment) within thirty (30) days following the OfficerExecutive’s termination of employment. The payments and benefits described in section 6(b12(b) are referred to in this Agreement as the “Additional Change of Control Termination Entitlements”.

Discharge Without Cause. The Bank may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the OfficerExecutive’s resignationtermination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i). (ii) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Officer received in Bank during the calendar year preceding Remaining Unexpired Employment Period at the highest annual rate of salary achieved during that in portion of the Employment Period which the is prior to Executive's termination of employment with the Bank occurs Bank, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (“Code”), compounded using the compounding period corresponding to the Bank's regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (A) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank for the current calendar year with such amount pro-rated to reflect that portion of the calendar year actually worked. Such payment shall be made (without discounting for early payment) within thirty (30) days following the OfficerExecutive’s termination of employment. The payments and benefits described in section 6(b12(b) are referred to in this Agreement as the “Additional Change of Control Termination Entitlements”.

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignationtermination. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Officer received in the calendar year preceding that in which the termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received earned if he had continued working for the Bank during the Assurance PeriodPeriod at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Salary Severance Payment”). Such lump sum The Salary Severance Payment shall be paid computed using the following formula: where “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “BS” is the highest annual rate of salary achieved by the Officer during the period of three (3) years ending immediately prior to the date of termination; “PR” is the number of payroll periods that occur during a year under the Bank’s normal payroll practices; “I” equals the applicable federal short term rate established under section 1274 of the Internal Revenue Code of 1986 (the “Code”) for the month in which the Officer’s termination of employment occurs (the “Short Term AFR”) and “n” equals the product of the Assurance Period at the Officer’s termination of employment (expressed in years and fractions of years) multiplied by the number of payroll periods that occur during a year under the Bank’s normal payroll practices. The Salary Severance Payment shall be made within five (5) business days after the Officer’s termination of employment and shall be in lieu of all other payments any claim to a continuation of salary, bonus, short-term base salary which the Officer might otherwise have and long-term in lieu of cash compensation provided severance benefits under any severance benefits program which may be in effect for under this Agreement in respect officers or employees of the Bank. (iii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the annual bonuses that the Officer would have earned if he had continued working for the Bank during the Assurance Period at the highest annual rate of salary achieved during the period following any such terminationof three (3) years ending immediately prior to the date of termination (the “Bonus Severance Payment”). Such payment The Bonus Severance Payment shall be made computed using the following formula: where “BSP” is the amount of the Bonus Severance Payment (without discounting before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ABP” is the aggregate of the annual bonuses paid or declared (whether or not paid) for early paymentthe most recent period of three (3) within thirty (30) days following calendar years to end on or before the Officer’s termination of employment; and “ASP” is the aggregate base salary actually paid to the Officer during such period of three (3) calendar years (excluding any year for which no bonus was declared or paid). The payments Bonus Severance Payment shall be made within five (5) business days after the Officer’s termination of employment and benefits described shall be in section 6(blieu of any claim to a continuation of participation in annual bonus plans of the Bank which the Officer might otherwise have. (iv) are referred The Bank shall make a lump sum payment to the Officer (or, in this Agreement as the event of his death before payment, to his estate), in an amount equal to the estimated present value of the long-term incentive bonuses that the Officer would have earned if he had continued working for the Bank during the Assurance Period (the “Additional Change Incentive Severance Payment”). The Incentive Severance Payment shall be computed using the following formula: where “ISP” is the amount of Control Entitlementsthe Incentive Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ALTIP” is the aggregate of the most recently paid or declared (whether or not paid) long-term incentive compensation payments (but not more than three (3) such payments) for performance periods that end on or before the Officer’s termination of employment; and “ALTSP” is the aggregate base salary actually paid to the Officer during the performance periods covered by the payments included in “ALTIP” and excluding base salary paid for any period for which no long-term incentive compensation payment was declared or paid; “RAP” is the Assurance Period, expressed in years and fractions of years; and “Y” is the aggregate (expressed in years and fractions of years) of the Assurance Period plus the number of years and fraction of years that have elapsed since the end of the last performance period for which a long-term incentive payment has been declared and paid. The Incentive Severance Payment shall be made within five (5) business days after the Officer’s termination of employment and shall be in lieu of any claim to a continuation of participation in long-term incentive compensation plans of the Bank which the Officer might otherwise have. Notwithstanding the foregoing, the Incentive Severance Payment shall be zero if the Officer’s termination of employment occurs at a time when he is not covered by any long-term incentive compensation plan. (v) The Bank shall pay to the Officer (or in the event of his death, to his estate), a lump sum payment in an amount equal to the excess (if any) of : (A) the present value of the aggregate benefits to which he would be entitled under any and all tax-qualified and non-tax-qualified defined benefit plans maintained by, or covering employees of, the Bank (the “Pension Plans”.) if he had continued working for the Bank during the Assurance Period; over (B) the present value of the benefits to which the Officer and his spouse and/or designated beneficiaries are actually entitled under such plans (the “Pension Severance Payment”). The Pension Severance Payment shall be computed according to the following formula:

Discharge Without Cause. The Bank may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the OfficerExecutive’s resignationtermination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i). (ii) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Officer received in the calendar year preceding that in which the termination of employment with Executive would have earned if he had continued working for the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance PeriodRemaining Unexpired Employment Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Salary Severance Payment”). Such lump sum The Salary Severance Payment shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of computed using the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.formula:

Discharge Without Cause. The Bank may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the OfficerExecutive’s resignationtermination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i); provided, however, that if the Bank determines in its reasonable judgment that providing such coverage under the Bank’s health insurance program may result in a violation of applicable law, the imposition of any penalties under applicable law or adverse tax consequences for participants covered by the Bank’s health insurance program, the Bank may (or if such coverage would result in income to the Executive due to application of section 105(h) of the Code, the Bank will) terminate such coverage with respect to the Executive and instead provide the Executive with a taxable cash payment during each month of the Assurance Period to end after such coverage is terminated, with each such payment equal (on an after-tax basis) to the excess of (x) the monthly Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) premium for such coverage, over (y) the monthly employee contribution for such coverage, in each case as in effect immediately prior to the Executive’s termination. (ii) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Officer received in Executive would have earned if he had continued working for the calendar Bank during the Assurance Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Salary Severance Payment”). The Salary Severance Payment shall be computed using the following formula: where: “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “BS” is the highest annual rate of salary achieved by the Executive during the period of three (3) years ending immediately prior to the date of termination; “PR” is the number of payroll periods that occur during a year preceding that under the Bank’s normal payroll practices; “I” equals the applicable federal short term rate established under section 1274 of the Internal Revenue Code of 1986 (the “Code”) for the month in which the Executive’s termination of employment with occurs (the “Short Term AFR”) and “n” equals the product of the Assurance Period at the Executive’s termination of employment (expressed in years and fractions of years) multiplied by the number of payroll periods that occur during a year under the Bank’s normal payroll practices. The Salary Severance Payment shall be made on the day sixty (60) days after the Executive’s termination of employment and shall be in lieu of any claim to a continuation of base salary which the Executive might otherwise have and in lieu of cash severance benefits under any severance benefits program which may be in effect for officers or employees of the Bank. (iii) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the annual bonuses (if any) that the Executive would have earned if he had continued working for the Bank occurs during the Assurance Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to compensate the Officer date of termination (the “Bonus Severance Payment”). The Bonus Severance Payment shall be computed using the following formula: where: “BSP” is the amount of the Bonus Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ABP” is the aggregate of the annual bonuses paid or declared (whether or not paid) for the payments most recent period of three (3) calendar years to end on or before the Officer Executive’s termination of employment; and “ASP” is the aggregate base salary actually paid to the Executive during such period of three (3) calendar years (excluding any year for which no bonus was declared or paid). The Bonus Severance Payment shall be made on the day sixty (60) days after the Executive’s termination of employment and shall be in lieu of any claim to a continuation of participation in annual bonus plans of the Bank which the Executive might otherwise have. (iv) The Bank shall pay to the Executive (or in the event of his death, to his estate), an amount equal to the excess (if any) of: (A) the present value of the aggregate benefits to which he would have received be entitled under any and all tax-qualified and non-tax-qualified defined benefit plans maintained by, or covering employees of, the Bank (the “Pension Plans”) if he had continued working for the Bank during the Assurance Period; over (B) the present value of the benefits to which the Executive and his spouse and/or designated beneficiaries are actually entitled under such plans (the “Pension Severance Payment”). Such lump sum The Pension Severance Payment shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of computed according to the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.formula:

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to two times the value of the salary, bonus, short-term and long-term cash compensation that the Officer received in the calendar year preceding that in which the termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Termination Entitlements”.

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s 's resignation. The coverage provided under this section 6(b)(i) may, at will cease upon the election earlier of (i) the Bank, be secondary to date the Officer first becomes eligible for such benefit coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided under similar plans or programs maintained by a subsequent employer or through Medicare, with and (ii) the result that benefits under date the other coverages will offset the coverage required by this section 6(b)(i).Assurance Period terminates; (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Officer would have earned if he had continued working for the Officer received in Bank during the calendar year preceding Assurance Period at the highest annual rate of salary achieved during that in portion of the employment period which is prior to the Officer's termination of employment with the Bank occurs Bank, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 ("Code"), compounded using the compounding period corresponding to the Bank's regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. Such payment shall be made ; and (without discounting for early paymentiii) within thirty (30) days following the Officer’s his termination of employmentemployment with the Bank, a lump sum payment in an amount equal to the estimated present value of the annual bonuses that the Officer would have earned if he had continued working for the Bank during the Assurance Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the "Bonus Severance Payment"). The payments and benefits described in section 6(b) are referred to in this Agreement as Bonus Severance Payment shall be computed using the “Additional Change of Control Entitlements”.following formula: BSP = SSP x (ABP / ASP)

Discharge Without Cause. The Bank may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to similarly situated employees of the Officer’s resignationBank. The coverage provided under this section 6(b)(i12(b) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b). (iic) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer Executive received in the calendar year preceding that in which the termination of employment with the Bank occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period to compensate the Officer Executive for the payments the Officer Executive would have received during the Assurance Remaining Unexpired Employment Period. Such lump sum sum’ shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the OfficerExecutive’s termination of employment. The payments and benefits described in section 6(bSections 12(b) and 12(c) are referred to in this Agreement as the “Additional Change of Control Termination Entitlements.”.

Discharge Without Cause. The Bank may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the OfficerExecutive’s resignationtermination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i). (ii) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Officer received in Executive would have earned if he had continued working for the calendar Bank during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Salary Severance Payment”). The Salary Severance Payment shall be computed using the following formula: where: “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “BS” is the highest annual rate of salary achieved by the Executive during the period of three (3) years ending immediately prior to the date of termination; “PR” is the number of payroll periods that occur during a year preceding that under the Bank’s normal payroll practices; “I” equals the applicable federal short term rate established under section 1274 of the Internal Revenue Code of 1986 (the “Code”) for the month in which the Executive’s termination of employment with occurs (the Bank occurs to compensate “Short Term AFR”) and “n” equals the Officer for product of the payments Remaining Unexpired Employment Period at the Officer would have received Executive’s termination of employment (expressed in years and fractions of years) multiplied by the number of payroll periods that occur during a year under the Assurance PeriodBank’s normal payroll practices. Such lump sum The Salary Severance Payment shall be paid made on the fifth (5th) business day after the Executive’s termination of employment and shall be in lieu of all other payments any claim to a continuation of salary, bonus, short-term base salary which the Executive might otherwise have and long-term in lieu of cash compensation provided severance benefits under any severance benefits program which may be in effect for under this Agreement in respect officers or employees of the Bank. (iii) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the annual bonuses (if any) that the Executive would have earned if he had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during the period following any such terminationof three (3) years ending immediately prior to the date of termination (the “Bonus Severance Payment”). Such payment The Bonus Severance Payment shall be made computed using the following formula: where: “BSP” is the amount of the Bonus Severance Payment (without discounting before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ABP” is the aggregate of the annual bonuses paid or declared (whether or not paid) for early paymentthe most recent period of three (3) within thirty (30) days following calendar years to end on or before the OfficerExecutive’s termination of employment; and “ASP” is the aggregate base salary actually paid to the Executive during such period of three (3) calendar years (excluding any year for which no bonus was declared or paid). The payments Bonus Severance Payment shall be made on the fifth (5th) business day after the Executive’s termination of employment and shall be in lieu of any claim to a continuation of participation in annual bonus plans of the Bank which the Executive might otherwise have. (iv) The Bank shall pay to the Executive (or in the event of his death, to his estate), an amount equal to the excess (if any) of: (A) the present value of the aggregate benefits described in section 6(b) are referred to in this Agreement as which he would be entitled under any and all tax-qualified and non-tax-qualified defined benefit plans maintained by, or covering employees of, the Bank (the “Additional Change Pension Plans”) if he had continued working for the Bank during the Remaining Unexpired Employment Period; over (B) the present value of Control Entitlementsthe benefits to which the Executive and his spouse and/or designated beneficiaries are actually entitled under such plans (the “Pension Severance Payment”.). The Pension Severance Payment shall be computed according to the following formula:

Discharge Without Cause. The Bank may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to similarly situated employees of the Officer’s resignationBank. The coverage provided under this section 6(b)(i12(b) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b). (iic) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer Executive received in the calendar year preceding that in which the termination of employment with the Bank occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period to compensate the Officer Executive for the payments the Officer Executive would have received during the Assurance Remaining Unexpired Employment Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the OfficerExecutive’s termination of employment. The payments and benefits described in section 6(bsections 12(b) and 12(c) are referred to in this Agreement as the “Additional Change of Control Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 2. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer received in the calendar year preceding that in which the termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.” The Officer, the Company and the Bank agree that the termination benefits described in this section 6 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.

Discharge Without Cause. The Bank Company may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank Company shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank Company shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to similarly situated employees of the Officer’s resignationCompany. The coverage provided under this section 6(b)(i12(b) may, at the election of the BankCompany, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b). (iic) The Bank Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer Executive received in the calendar year preceding that in which the termination of employment with the Bank Company occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period to compensate the Officer Executive for the payments the Officer Executive would have received during the Assurance Remaining Unexpired Employment Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the OfficerExecutive’s termination of employment. The payments and benefits described in section 6(bsections 12(b) and 12(c) are referred to in this Agreement as the “Additional Change of Control Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Officer would have earned if he had continued working for the Officer received in Bank during the calendar year preceding Assurance Period at the highest annual rate of salary achieved during that in portion of the employment period which the is prior to Officer’s termination of employment with the Bank occurs Bank, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (“Code”), compounded using the compounding period corresponding to the Bank’s regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (iii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Officer under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Assurance Period, such payment to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to Officer under such incentive compensation plan; multiplied by (B) the salary that would have been paid to Officer during each such calendar year at the highest annual rate of salary achieved during that portion of the employment period which is prior to Officer’s termination of employment with the Bank. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignationtermination. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Officer received in the calendar year preceding that in which the termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received earned if he had continued working for the Bank during the Assurance PeriodPeriod at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Salary Severance Payment”). Such lump sum The Salary Severance Payment shall be paid computed using the following formula: where “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “BS” is the highest annual rate of salary achieved by the Officer during the period of three (3) years ending immediately prior to the date of termination; “PR” is the number of payroll periods that occur during a year under the Bank’s normal payroll practices; “I” equals the applicable federal short term rate established under section 1274 of the Internal Revenue Code of 1986 (the “Code”) for the month in which the Officer’s termination of employment occurs (the “Short Term AFR”) and “n” equals the product of the Assurance Period at the Officer’s termination of employment (expressed in years and fractions of years) multiplied by the number of payroll periods that occur during a year under the Bank’s normal payroll practices. The Salary Severance Payment shall be made on the day sixty (60) days after the Officer’s termination of employment and shall be in lieu of all other payments any claim to a continuation of salary, bonus, short-term base salary which the Officer might otherwise have and long-term in lieu of cash compensation provided severance benefits under any severance benefits program which may be in effect for under this Agreement in respect officers or employees of the Bank. (iii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the annual bonuses that the Officer would have earned if he had continued working for the Bank during the Assurance Period at the highest annual rate of salary achieved during the period following any such terminationof three (3) years ending immediately prior to the date of termination (the “Bonus Severance Payment”). Such payment The Bonus Severance Payment shall be made computed using the following formula: where “BSP” is the amount of the Bonus Severance Payment (without discounting before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ABP” is the aggregate of the annual bonuses paid or declared (whether or not paid) for early paymentthe most recent period of three (3) within thirty (30) days following calendar years to end on or before the Officer’s termination of employment; and “ASP” is the aggregate base salary actually paid to the Officer during such period of three (3) calendar years (excluding any year for which no bonus was declared or paid). The payments Bonus Severance Payment shall be made on the day sixty (60) days after the Officer’s termination of employment and benefits described shall be in section 6(blieu of any claim to a continuation of participation in annual bonus plans of the Bank which the Officer might otherwise have. (iv) are referred The Bank shall make a lump sum payment to the Officer (or, in this Agreement as the event of his death before payment, to his estate), in an amount equal to the estimated present value of the long-term incentive bonuses that the Officer would have earned if he had continued working for the Bank during the Assurance Period (the “Additional Change Incentive Severance Payment”). The Incentive Severance Payment shall be computed using the following formula: where “ISP” is the amount of Control Entitlementsthe Incentive Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ALTIP” is the aggregate of the most recently paid or declared (whether or not paid) long-term incentive compensation payments (but not more than three (3) such payments) for performance periods that end on or before the Officer’s termination of employment; and “ALTSP” is the aggregate base salary actually paid to the Officer during the performance periods covered by the payments included in “ALTIP” and excluding base salary paid for any period for which no long-term incentive compensation payment was declared or paid; “RAP” is the Assurance Period, expressed in years and fractions of years; and “Y” is the aggregate (expressed in years and fractions of years) of the Assurance Period plus the number of years and fraction of years that have elapsed since the end of the last performance period for which a long-term incentive payment has been declared and paid. The Incentive Severance Payment shall be made on the day sixty (60) days after the Officer’s termination of employment and shall be in lieu of any claim to a continuation of participation in long-term incentive compensation plans of the Bank which the Officer might otherwise have. Notwithstanding the foregoing, the Incentive Severance Payment shall be zero if the Officer’s termination of employment occurs at a time when he is not covered by any long-term incentive compensation plan. (v) The Bank shall pay to the Officer (or in the event of his death, to his estate), an amount equal to the excess (if any) of : (A) the present value of the aggregate benefits to which he would be entitled under any and all tax-qualified and non-tax-qualified defined benefit plans maintained by, or covering employees of, the Bank (the “Pension Plans”.) if he had continued working for the Bank during the Assurance Period; over (B) the present value of the benefits to which the Officer and his spouse and/or designated beneficiaries are actually entitled under such plans (the “Pension Severance Payment”). The Pension Severance Payment shall be computed according to the following formula:

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalizationhospital ization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s 's resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank and the Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Officer received in Bank during the calendar year preceding Assurance Period at the highest annual rate of salary achieved during that in portion of the employment period which the is prior to Executive's termination of employment with the Bank occurs Bank, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 ("Code"), com pounded using the compounding period corresponding to the Bank's regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (iii) The Bank and the Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Assurance Period, such payment to be equal to the product of: (iv) the maximum percentage rate at which an award was ever available to Executive under such incentive compensation plan; multiplied by (A) the salary that would have been paid to Executive during each such calendar year at the highest annual rate of salary achieved during that portion of the employment period which is prior to Executive's termination of employment with the Bank. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s Executive's termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “"Additional Change of Control Entitlements”".

Discharge Without Cause. The Bank Company may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank Company shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank Company shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to similarly situated employees of the Officer’s resignationCompany. The coverage provided under this section 6(b)(i12(b) may, at the election of the BankCompany, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b). (iic) The Bank Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer Executive received in the calendar year preceding that in which the termination of employment with the Bank Company occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period to compensate the Officer Executive for the payments the Officer Executive would have received during the Assurance Remaining Unexpired Employment Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the OfficerExecutive’s termination of employment. The payments and benefits described in section 6(bsections 12(b) and 12(c) are referred to in this Agreement as the “Additional Change of Control Termination Entitlements”.

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s 's resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Officer received in Bank during the calendar year preceding Assurance Period at the highest annual rate of salary achieved during that in portion of the employment period which the is prior to Executive's termination of employment with the Bank occurs Bank, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 ("Code"), compounded using the compounding period corresponding to the Bank's regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (iii) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Assurance Period, such payment to be equal to the product of: (iv) the maximum percentage rate at which an award was ever available to Executive under such incentive compensation plan; multiplied by (A) the salary that would have been paid to Executive during each such calendar year at the highest annual rate of salary achieved during that portion of the employment period which is prior to Executive's termination of employment with the Bank. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s Executive's termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “"Additional Change of Control Entitlements”".

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-long- term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s 's resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). The Officer, the Company and the Bank agree that the termination benefits described in this section 6(b)(i) are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits. (ii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate) within thirty (30) days following the Officer's termination of employment with the Bank, in an amount equal to the estimated present value of the salary that Officer would have earned if he had continued working for the Bank during the Assurance Period at the highest annual rate of salary achieved during that portion of the employment period which is prior to Officer's termination of employment with the Bank, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under Section 1274(d) of the Code, compounded using the compounding period corresponding to the Bank's regular payroll periods for its officers. Such lump sum shall be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination. (iii) The Bank shall make a lump sum payment to the Officer (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, payments that would have been made to Officer under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Assurance Period and long-term cash compensation that had earned the Officer received maximum bonus or incentive award in the each calendar year preceding that in ends during the Assurance Period, such payment to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to Officer under such incentive compensation plan; multiplied by (B) the salary that would have been paid to Officer during each such calendar year at the highest annual rate of salary achieved during that portion of the employment period which is prior to Officer's termination of employment with the Bank occurs to compensate the Officer for the payments the Officer would have received during the Assurance Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such terminationBank. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s 's termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “"Additional Change of Control Entitlements”." In addition, the Officer, the Company and the Bank agree that the termination benefits described in sections 6(b)(ii) and (iii) are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals.

Discharge Without Cause. The Bank may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to similarly situated employees of the Officer’s resignationBank. The coverage provided under this section 6(b)(i12(b) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b). (iic) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer Executive received in the calendar year preceding that in which the termination of employment with the Bank occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period to compensate the Officer Executive for the payments the Officer Executive would have received during the Assurance Remaining Unexpired Employment Period. Such lump sum sum’ shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the OfficerExecutive’s termination of employment. The payments and benefits described in section 6(bSections 12(b) and 12(c) are referred to in this Agreement as the “Additional Change Termination Entitlements.” Notwithstanding the foregoing, the Executive shall not receive any severance hereunder (above the Standard Entitlements) unless within 30 days after terminating employment, the Executive has signed a general release of Control Entitlements”claims in a form generally acceptable to the Company; provided that the Company has sent such form to the Executive within 10 business days after termination of his employment.

Discharge Without Cause. The Bank Company may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank Company shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination EntitlementsEntitlements within the timeframes contained in section 9. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank Company shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to similarly situated employees of the Officer’s resignationCompany. The coverage provided under this section 6(b)(i12(b) may, at the election of the BankCompany, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b). (iic) The Bank Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Officer Executive received in the calendar year preceding that in which the termination of employment with the Bank Company occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period to compensate the Officer Executive for the payments the Officer Executive would have received during the Assurance Remaining Unexpired Employment Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the OfficerExecutive’s termination of employment. The payments and benefits described in section 6(bsections 12(b) and 12(c) are referred to in this Agreement as the “"Additional Change Termination Entitlements". Notwithstanding the foregoing, the Executive shall not receive any severance hereunder (above the Standard Entitlements) unless within 30 days after terminating employment, the Executive has signed a general release of Control Entitlements”claims in a form generally acceptable to the Company; provided that the Company has sent such form to the Executive within 10 business days after termination of his employment.

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalizationhospital ization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s 's resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank and the Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Officer received in Bank during the calendar year preceding Assurance Period at the highest annual rate of salary achieved during that in portion of the employment period which the is prior to Executive's termination of employment with the Bank occurs Bank, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 ("Code"), compounded using the compounding period corresponding to the Bank's regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (iii) The Bank and the Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Assurance Period, such payment to be equal to the product of: (iv) the maximum percentage rate at which an award was ever available to Executive under such incentive compensation plan; multiplied by (A) the salary that would have been paid to Executive during each such calendar year at the highest annual rate of salary achieved during that portion of the employment period which is prior to Executive's termination of employment with the Bank. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s Executive's termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “"Additional Change of Control Entitlements”".

Discharge Without Cause. The Bank and the Company may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank Company shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank Company shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignationExecutive's termination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the BankCompany, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i). (ii) The Bank Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Officer received in Company during the calendar year preceding Remaining Unexpired Employment Period at the highest annual rate of salary achieved during that in portion of the Employment Period which the is prior to Executive's termination of employment with the Bank occurs Company, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 ("Code"), compounded using the compounding period corresponding to the Company's regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (iii) The Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Company if he had continued working for the Company during the Remaining Unexpired Employment Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Remaining Unexpired Employment Period, such payments to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to Executive under such incentive compensation plan; multiplied by (B) the salary that would have been paid to Executive during each such calendar year at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Executive's termination of employment with the Company. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s Executive's termination of employment. The payments and benefits described in section 6(b12(b) are referred to in this Agreement as the “"Additional Change of Control Termination Entitlements”".

Discharge Without Cause. The Bank Company may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank Company shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Remaining Unexpired Employment Period, the Bank the Company shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s resignationExecutive's termination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the BankCompany, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i). (ii) The Bank Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Officer received in Company during the calendar year preceding Remaining Unexpired Employment Period at the highest annual rate of salary achieved during that in portion of the Employment Period which the is prior to Executive's termination of employment with the Bank occurs Company, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 ("Code"), compounded using the compounding period corresponding to the Company's regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (iii) The Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Company if he had continued working for the Company during the Remaining Unexpired Employment Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Remaining Unexpired Employment Period, such payments to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to Executive under such incentive compensation plan; multiplied by (B) the salary that would have been paid to Executive during each such calendar year at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Executive's termination of employment with the Company. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s Executive's termination of employment. (iv) The Company shall pay to the Executive (or in the event of his death, to his estate), a lump sum payment in an amount equal to the excess (if any) of: (A) the present value of the aggregate benefits to which he would be entitled under any and all tax-qualified and non-tax-qualified defined benefit plans maintained by, or covering employees of, the Company or the Bank (the "Pension Plans") if he had continued working for the Company and the Bank during the Remaining Unexpired Employment Period; over (B) the present value of the benefits to which the Executive and his spouse and/or designated beneficiaries are actually entitled under such plans (the "Pension Severance Payment"). The payments and benefits described in section 6(b) are referred Pension Severance Payment shall be computed according to in this Agreement as the “Additional Change of Control Entitlements”.following formula: PSP = PPB - APB

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalizationhospital ization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s 's resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Officer received in Bank during the calendar year preceding Assurance Period at the highest annual rate of salary achieved during that in portion of the employment period which the is prior to Executive's termination of employment with the Bank occurs Bank, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 ("Code"), compounded using the compounding period corresponding to the Bank's regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (iii) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Assurance Period, such payment to be equal to the product of: (iv) the maximum percentage rate at which an award was ever available to Executive under such incentive compensation plan; multiplied by (A) the salary that would have been paid to Executive during each such calendar year at the highest annual rate of salary achieved during that portion of the employment period which is prior to Executive's termination of employment with the Bank. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s Executive's termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “"Additional Change of Control Entitlements”".

Discharge Without Cause. The Bank Company may discharge the Officer without Cause Executive at any time after during the occurrence of Employment Period and, unless such discharge constitutes a Change of Control or Pending Change of Control, and in such eventdischarge with Cause: (a) The Bank Company shall pay and deliver to the Officer Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank Company shall provide for the Officer Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the OfficerExecutive’s resignationtermination. The coverage provided under this section 6(b)(i12(b)(i) may, at the election of the BankCompany, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i12(b)(i); provided, however, that if the Bank determines in its reasonable judgment that providing such coverage under the Bank’s health insurance program may result in a violation of applicable law, the imposition of any penalties under applicable law or adverse tax consequences for participants covered by the Bank’s health insurance program, the Bank may (or if such coverage would result in income to the Executive due to application of section 105(h) of the Code, the Bank will) terminate such coverage with respect to the Executive and instead provide the Executive with a taxable cash payment during each month of the Assurance Period to end after such coverage is terminated, with each such payment equal (on an after-tax basis) to the excess of (x) the monthly Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) premium for such coverage, over (y) the monthly employee contribution for such coverage, in each case as in effect immediately prior to the Executive’s termination. (ii) The Bank Company shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Officer received in Executive would have earned if he had continued working for the calendar Company during the Assurance Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Salary Severance Payment”). The Salary Severance Payment shall be computed using the following formula: where: “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “BS” is the highest annual rate of salary achieved by the Executive during the period of three (3) years ending immediately prior to the date of termination; “PR” is the number of payroll periods that occur during a year preceding that under the Company’s normal payroll practices; “I” equals the applicable federal short term rate established under section 1274 of the Internal Revenue Code of 1986 (the “Code”) for the month in which the Executive’s termination of employment with occurs (the Bank occurs “Short Term AFR”) and “n” equals the product of the Assurance Period at the Executive’s termination of employment (expressed in years and fractions of years) multiplied by the number of payroll periods that occur during a year under the Company’s normal payroll practices. The Salary Severance Payment shall be made on the day sixty (60) days after the Executive’s termination of employment and shall be in lieu of any claim to compensate a continuation of base salary which the Officer Executive might otherwise have and in lieu of cash severance benefits under any severance benefits program which may be in effect for officers or employees of the Company. (iii) The Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the annual bonuses (if any) that the Executive would have earned if he had continued working for the payments Company during the Officer Assurance Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Bonus Severance Payment”). The Bonus Severance Payment shall be computed using the following formula: where: “BSP” is the amount of the Bonus Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ABP” is the aggregate of the annual bonuses paid or declared (whether or not paid) for the most recent period of three (3) calendar years to end on or before the Executive’s termination of employment; and “ASP” is the aggregate base salary actually paid to the Executive during such period of three (3) calendar years (excluding any year for which no bonus was declared or paid). The Bonus Severance Payment shall be made on the day sixty (60) days after the Executive’s termination of employment and shall be in lieu of any claim to a continuation of participation in annual bonus plans of the Company which the Executive might otherwise have. (iv) The Company shall pay to the Executive (or in the event of his death, to his estate), an amount equal to the excess (if any) of: (A) the present value of the aggregate benefits to which he would have received be entitled under any and all tax-qualified and non-tax-qualified defined benefit plans maintained by, or covering employees of, the Company (the “Pension Plans”) if he had continued working for the Company during the Assurance Period; over (B) the present value of the benefits to which the Executive and his spouse and/or designated beneficiaries are actually entitled under such plans (the “Pension Severance Payment”). Such The Pension Severance Payment shall be computed according to the following formula: where: “PSP” is the amount of the Pension Severance Payment (before deductions for applicable federal, state and local withholding taxes); “APB” is the aggregate lump sum present value of the actual vested pension benefits payable under the Pension Plans in the form of a straight life annuity beginning at the earliest date permitted under the Pension Plans, computed on the basis of the Executive’s life expectancy at the earliest date on which payments under the Pension Plans could begin, determined by reference to Table V of section 1.72-9 of the Income Tax Regulations (the “Assumed Life Expectancy”), and on the basis of an interest rate assumption equal to the “applicable interest rate” determined in accordance with section 417(e)(3) of the Code (the “417(e) Rate”); and “PPB” is the lump sum present value of the pension benefits (whether or not vested) that would be payable under the Pension Plans in the form of a straight life annuity beginning at the earliest date permitted under the Pension Plans, computed on the basis that the Executive’s actual age at termination of employment is his attained age as of his last birthday that would occur during the Assurance Period, that his service for benefit accrual purposes under the Pension Plans is equal to the aggregate of his actual service plus the Assurance Period, that his average compensation figure used in determining his accrued benefit is equal to the highest annual rate of salary achieved by the Executive during the period of three (3) years ending immediately prior to the date of termination, that the Executive’s life expectancy at the earliest date on which payments under the Pension Plans could begin is the Assumed Life Expectancy and that the interest rate assumption used is equal to the 417(e) Rate. The Pension Severance Payment shall be converted into the same form, and paid at the same time, and in the same manner, as benefits under the corresponding non-qualified plan, or, if no such non-qualified plan exists, shall be paid in a lump sum on the day sixty (60) days after the Executive’s termination of employment and shall be in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for any claim to any actual increase in his accrued benefits under this Agreement the Pension Plans in respect of the period following Assurance Period. (v) The Company shall pay to the Executive (or in the event of his death, to his estate) an amount equal to the present value of the additional employer contributions that would have been credited directly to his account(s) under any such terminationand all tax-qualified and non-tax qualified defined contribution plans maintained by, or covering employees of, the Company (the “Non-ESOP DC Plans”), plus the fair market value of the additional shares of employer securities or other property that would have been allocated to his account as a result of employer contributions or dividends under any tax-qualified leveraged employee stock ownership plan and any related non-tax-qualified supplemental plan maintained by, or covering employees of, the Company (the “ESOP Plans”) if he had continued in employment during the Assurance Period (the “Defined Contribution Severance Payment”). Such payment The Defined Contribution Severance Payment shall be made (without discounting for early payment) within thirty (30) days computed according to the following the Officer’s termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “Additional Change of Control Entitlements”.formula:

Discharge Without Cause. The Bank may discharge the Officer without Cause at any time after the occurrence of a Change of Control or Pending Change of Control, and in such event: (a) The Bank shall pay and deliver to the Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) During the Assurance Period, the Bank shall provide for the Officer and his dependents continued group life, health (including hospitalizationhospital ization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for them immediately prior to the Officer’s 's resignation. The coverage provided under this section 6(b)(i) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 6(b)(i). (ii) The Bank shall make a lump sum payment to the Officer Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Officer received in Bank during the calendar year preceding Assurance Period at the highest annual rate of salary achieved during that in portion of the employment period which the is prior to Executive's termination of employment with the Bank occurs Bank, where such present value is to compensate be determined using a discount rate equal to the Officer applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 ("Code"), com pounded using the compounding period corresponding to the Bank's regular payroll periods for the payments the Officer would have received during the Assurance Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. (iii) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Assurance Period, such payment to be equal to the product of: (iv) the maximum percentage rate at which an award was ever available to Executive under such incentive compensation plan; multiplied by (A) the salary that would have been paid to Executive during each such calendar year at the highest annual rate of salary achieved during that portion of the employment period which is prior to Executive's termination of employment with the Bank. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Officer’s Executive's termination of employment. The payments and benefits described in section 6(b) are referred to in this Agreement as the “"Additional Change of Control Entitlements”".