Common use of Limitation of Benefits under Certain Circumstances Clause in Contracts

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 12; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have has the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 11; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have has the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 11; the Company and will pay for the Bankaccountant’s independent public accountants and paid for by opinion. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have has the right to demand that they the Company request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Company will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Company make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12; the Company and will pay for the Bankaccountant’s independent public accountants and paid for by opinion. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have has the right to demand that they the Company request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank The Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 5 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Holding Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code (the “Code”), the payments and benefits pursuant to Section 12 5 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Holding Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of the Holding Company and the Bank’s independent public accountants and paid for by the Holding Company and the Bank. In the event that the Holding Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Holding Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Holding Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Holding Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to Section 12 5 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Holding Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Holding Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 5 hereof, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 11; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have has the right to demand that they the Bank request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits provided pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which Executive the Employee has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executivethe Employee, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 10; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive the Employee do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the Employee the maximum amount of payments and benefits pursuant to Section 1210, as selected by Executivethe Employee, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have the Employee has the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 10 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executivethe Employee’s approval prior to filing, which ; the Employee shall not be unreasonably withheldwithhold such approval. The Company, the Bank and Executive the Employee agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive the Employee may be entitled upon termination of employment other than pursuant to Section 12 10 hereof, or a reduction in the payments and benefits specified in Section 12 10, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement3 hereof (the “Severance Benefits”), either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankBank or its affiliates, would constitute a “parachute payment” under Section 280G of the Code, and but for this Section 4, would be subject to the payments and benefits pursuant to excise tax imposed by Section 12 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits shall be reduced or revised, in (the manner determined by Executive, “Benefit Reduction”) by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits under Section 12 Severance Benefits being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed Excise Tax, provided, however, that the Benefit Reduction shall occur only if such reduction would result in the Executive’s “Net After-Tax Amount” attributable to the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under Section 4999 of this Agreement after giving effect to all federal, state and local taxes that would be applicable to such payments and benefits, including but not limited to, the CodeExcise Tax. The determination of any reduction in whether the payments and benefits to Benefit Reduction will be made pursuant to Section 12 effected shall be based upon the opinion of the Company and independent counsel selected by the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Such counsel shall pay be reasonably acceptable to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of Executive; shall promptly prepare the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof4, or a reduction in the payments and benefits specified in Section 12 3 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Employers under Section 12 2 being non-deductible to the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the present value of the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Annual Compensation, subject to reduction as provided hereby. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank. In Executive; shall promptly prepare the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof3, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 12 5 hereof shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits payable by the Employers under Section 12 5 being non-deductible to the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Employers for the five calendar years preceding the year in which the Date of Termination occurs, with any benefits to be provided subsequent to the Date of Termination to be discounted to present value in accordance with Section 280G of the Code. If the payments and benefits under Section 5 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s independent public accountants Employers and paid for by the Company and Employers. Such counsel shall promptly prepare the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of the opinion of counsel referred to aboveTermination, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, may use such actuaries as such counsel deems necessary or advisable for the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which that Executive has the right to receive from the Company and the BankCompanies, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which that is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Companies pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Companies' independent public accountants and paid for by the Company Companies. Such counsel shall be reasonably acceptable to the Companies and Executive; shall promptly prepare the Bankforegoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Companies and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Companies shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Companies and subject to the imposition of the excise tax imposed under Section 4999 of the Code (the “Permitted Amount”), and (ii) the Company and the Bank Companies may request, and provided that the amount not paid to the Executive because it was above the Permitted Amount exceeds 5% of the total amount of payments and benefits owed to Executive by the Companies pursuant to the terms of this Agreement, Executive shall have the right to demand that they the Companies request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompanies, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Companies and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and or the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company 12, and the BankBank shall pay for the accountant’s independent public accountants and paid for by the Company and the Bankopinion with respect to such reduction. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Bank make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 11; the Company and will pay for the Bankaccountant’s independent public accountants and paid for by opinion. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have has the right to demand that they the Company request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Company will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Company make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) i. the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) . the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12, and the Company and shall pay for the Bankaccountant’s independent public accountants and paid for by opinion with respect to such reduction. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Company make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s counsel or independent public accountants and which such opinion shall be paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselcounsel or independent accountants, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which but only to the extent that such opinion indicates there is a high probability that such payments and benefits do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel or independent accountants referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof3, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a an excess “parachute payment” under Section 280G of the Internal Revenue Code (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployers, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers’ independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they it request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company 12, and the BankBank shall pay for the accountant’s independent public accountants and paid for by the Company and the Bankopinion with respect to such reduction. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Bank make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. (a) In no event shall the payments and benefits received by Executive exceed three times Executive’s average compensation over the past five years, in accordance with the OTS regulations. (b) If the payments and benefits pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits cash severance payable by the Bank pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counselaccountants, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zerorate.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company 12, and the BankBank shall pay for the accountant’s independent public accountants and paid for by the Company and the Bankopinion with respect to such reduction. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Bank make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold her approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and or the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, the Bank and/or Company or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to this Section 12 8 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 this Agreement or otherwise being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The reduction will be made in the manner determined by the Executive, unless it is determined that permitting the Executive to make the determination of would violate Code Section 409A. In such case, the reduction will be made first from the cash severance payment payable under this Section 8. The Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon this Agreement or otherwise; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to this Section 128, as selected by the Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they the Bank request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to this Section 12 8 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to the Executive’s approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to this Section 12 hereof8, or a reduction in the payments and benefits specified in this Section 12 8, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 Sections 1 and 2 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployer, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Codecode. The determination of Company’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon benefits; the opinion of Employer will pay for the Company and accountants’ opinion. If the Bank’s independent public accountants and paid for by Employer and/or the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountants’ opinion, (i) the Company and the Bank shall Employer will pay to the Executive the maximum amount of payments and benefits pursuant to Section 12Sections 1 and 2 of this Agreement, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Code. The Employer may also request, and the Executive shall have has the right to demand that they requestthat, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Employer will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Employer make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to the Executive’s approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold his approval. The Company, Employer and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 Sections 1 and 2 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompanies, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Companies pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Companies' independent public accountants and paid for by the Company Companies. Such counsel shall be reasonably acceptable to the Companies and Executive; shall promptly prepare the Bankforegoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Companies and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Companies shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Companies and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Companies may request, and Executive shall have the right to demand that they the Companies request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompanies, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Companies and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 Sections 1 and 2 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Codecode. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon benefits; the opinion of Bank will pay for the Company and the Bank’s independent public accountants and paid for by the Company and the Bankaccountants’ opinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountants’ opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to Section 12Sections 1 and 2 of this Agreement, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they requestthat, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to the Executive’s approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 Sections 1 and 2 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 11 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and the Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.be

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Bank pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank under Section 12 5 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the present value of the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of the Company and independent counsel selected by the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Such counsel shall pay be reasonably acceptable to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of Executive; shall promptly prepare the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 12 of this Agreement5(c) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, ▇▇▇▇▇▇▇ Valley, First Financial or any of their affiliates, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 12 5(c) hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the minimum amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Employers under Section 12 5(c) being non-deductible to the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5(c) shall be based upon the opinion of independent counsel selected by the Company and the Bank’s independent public accountants Employers and paid for by the Company and the BankEmployers. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Such counsel shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible be reasonably acceptable to the Company and Executive; shall promptly prepare the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6(a), or a reduction in the payments and benefits specified in Section 12 5(c) below zero. (b) Notwithstanding the proration provision in Section 3(g) hereof, in the event the payments and benefits payable by the Bank pursuant to Section 5(i) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “parachute payment” under Section 280G of the Code, then the Bank’s share of the payments and benefits payable by the Employers pursuant to Section 5(i) hereof shall be reduced, in the manner determined by the Employers, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank under Section 5(i) being non-deductible to the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In the event the Bank’s share of the payments and benefits payable by the Employers pursuant to Section 5(i) hereof is reduced by the preceding sentence, then the Corporation’s share of such payments and benefits shall be increased by an equivalent amount.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a an excess “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 11; the Company and will pay for the Bankaccountant’s independent public accountants and paid for by opinion. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have has the right to demand that they the Company request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Company will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Company make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Savings Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Savings Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation in accordance with the provisions of OTS Regulatory Bulletin 27a. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they the Savings Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, Savings Bank would constitute a “"parachute payment” " under Section 280G 28OG of the Code, the payments and benefits payable by the Savings Bank pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to the Company and the Savings Bank pursuant to Section 280G 28OG of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation in accordance with the provisions of OTS Regulatory Bulletin 27a. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they requestthe Savings Bank requests, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a an excess “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 11; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have has the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankAssociation, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 11 shall be based upon the opinion of the Company and the Bank’s Association's independent public accountants and paid for by the Company and the BankAssociation. In the event that the Company, the Bank Association and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Association shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Association and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Association may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankAssociation, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Association and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with the interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof3, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company Employer and the BankCorporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employer pursuant to Section 12 5 hereof shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits payable by the Employer under Section 12 5 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Employer for the five calendar years preceding the year in which the Date of Termination occurs, with any benefits to be provided subsequent to the Date of Termination to be discounted to present value in accordance with Section 280G of the Code. If the payments and benefits under Section 5 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s independent public accountants Employer and paid for by the Company and Employer. Such counsel shall promptly prepare the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of the opinion of counsel referred to aboveTermination, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, may use such actuaries as such counsel deems necessary or advisable for the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof3, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employer's independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank 7 7 Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12, and the Company and shall pay for the Bankaccountant’s independent public accountants and paid for by opinion with respect to such reduction. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Company make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold her approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankAssociation, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the BankAssociation’s independent public accountants and paid for by the Company and the BankAssociation. In the event that the Company, Association and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Association shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company Association and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Association may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankAssociation, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, Association and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the -------------------------------------------------- payments and benefits pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 10 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 1210, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 10 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 10 hereof, or a reduction in the payments and benefits specified in Section 12 10 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to this Section 12 8 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 this Agreement or otherwise being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The reduction will be made in the manner determined by the Executive, unless it is determined that permitting the Executive to make the determination of would violate Code Section 409A. In such case, the reduction will be made first from the cash severance payment payable under this Section 8.. The Bank's independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon this Agreement or otherwise; the opinion of Bank will pay for the Company and the Bank’s independent public accountants and paid for by the Company and the Bankaccountant's opinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountant's opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to this Section 128, as selected by the Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they the Bank request, a ruling from the IRS Internal Revenue Service ("IRS") as to whether the disputed payments and benefits pursuant to this Section 12 8 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant's opinion of counsel referred to above, and shall . The request will be subject to the Executive’s 's approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to this Section 12 hereof8, or a reduction in the payments and benefits specified in this Section 12 8, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreementhereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “parachute payment” under Section 280G 2800 of the Code, the payments and benefits pursuant to Section 12 6 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 6 being non-deductible to the Company and the Bank Employer pursuant to Section 280G 2800 of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 6 shall be based upon the opinion of independent tax counsel selected by the Company and the BankEmployer’s independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 6 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree agrees to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof7, or a reduction in the payments and benefits specified in Section 12 6 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, Employers would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do that does not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and or the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s Company's independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, the Bank Company and/or Executive do not agree with the opinion of such counsel, (i) the Company and or the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they it request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, Employers would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and Employer or other companies affiliated with the BankEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employer's independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Bank of the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12, and the Company and shall pay for the Bankaccountant’s independent public accountants and paid for by opinion with respect to such reduction. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Company make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankAssociation, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the BankAssociation’s independent public accountants tax counsel and paid for by the Company and the BankAssociation. In the event that the Company, Association and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Association shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company Association and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Association may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankAssociation, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, Association and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to ~o be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(27872(f) (2) of the CodeCode as amended from time to time. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and or the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, the Bank and/or Company or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they it request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, Savings Bank would constitute a “parachute payment” " under Section 280G 28OG of the Code, the payments and benefits payable by the Savings Bank pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to the Company and the Savings Bank pursuant to Section 280G 28OG of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executives Average Annual Compensation in accordance with the provisions of Section 310 of the Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they requestthe Savings Bank requests, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Savings Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Savings Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation in accordance with the provisions of OTS Regulatory Bulletin 27a. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.result

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 10 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 1210, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 10 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 10 hereof, or a reduction in the payments and benefits specified in Section 12 10 below zero.

Limitation of Benefits under Certain Circumstances. “If the payments and benefits provided pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which Executive the Employee has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If such a reduction is necessary and none of the payments or benefits constitutes a “deferral of compensation” within the meaning of and subject to Section 409A of the Code, then the reduction shall occur in a manner the Employee elects in writing prior to the date of payment. If the payments or benefits constitute a deferral of compensation or if the Employee fails to make an election pursuant to the preceding sentence, then the payments and/or benefits to be reduced will be determined in a manner which has the least economic cost to the Employee. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 10; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive the Employee do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the Employee the maximum amount of payments and benefits pursuant to Section 12, 10 (as selected by Executive, which such the Employee if the payments and benefits do not constitute a deferral of compensation) that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.”

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreementhereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “parachute payment” payment under Section 280G 2800 of the Code, the payments and benefits pursuant to Section 12 section 6 hereof shall be reduced or revisedreduced, in the manner determined by Executivethe executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 6 being non-deductible to the Company and the Bank Employer pursuant to Section 280G 2800 of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 6 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employer. Such counsel shall be reasonable acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, , (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being nonno-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 section 6 -------------------------------------------------------------------------------- 61 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof7, or a reduction in the payments and benefits specified in Section 12 6 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 Sections 1 and 2 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Codecode. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon benefits; the opinion of Bank will pay for the Company and the Bank’s independent public accountants and paid for by the Company and the Bankaccountants’ opinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountants’ opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to Section 12Sections 1 and 2 of this Agreement, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they requestthat, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to the Executive’s approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold her approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 Sections 1 and 2 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Savings Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Savings Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation in accordance with the provisions of Section 310 of the Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they the Savings Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, 8 but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, Employer would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employer's independent public accountants and paid for by the Company and the BankEmployer. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such 7 7 counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and ----------------------------------------------------- benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, revised by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. For purposes of the prior sentence, the reduction in specific benefits shall be determined by Executive, provided, however, that if such reduction violates Code Section 409A, then the reduction shall be applied to the severance benefits otherwise payable under Section 12(b) hereof. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s counsel or independent public accountants and which such opinion shall be paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselcounsel or independent accountants, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which but only to the extent that such opinion indicates there is a high probability that such payments and benefits do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel or independent accountants referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. (a) In no event shall the payments and benefits received by Executive exceed three times Executive’s average compensation over the past five years, in accordance with the OTS regulations. (b) If the payments and benefits pursuant to Section 12 9 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits cash severance payable by the Bank pursuant to Section 12 9 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits under Section 12 9 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counselaccountants, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zerorate.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s and the Bank’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12, and the Company and the BankBank shall pay for the accountant’s independent public accountants and paid for by the Company and the Bankopinion with respect to such reduction. In the event that If the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company and the Bank shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Company and the Bank make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to this Section 12 8 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 this Agreement or otherwise being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The reduction will be made in the manner determined by the Executive, unless it is determined that permitting the Executive to make the determination of would violate Code Section 409A. In such case, the reduction will be made first from the cash severance payment payable under this Section 8. The Bank's independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon this Agreement or otherwise; the opinion of Bank will pay for the Company and the Bank’s independent public accountants and paid for by the Company and the Bankaccountant's opinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountant's opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to this Section 128, as selected by the Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they the Bank request, a ruling from the IRS Internal Revenue Service ("IRS") as to whether the disputed payments and benefits pursuant to this Section 12 8 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant's opinion of counsel referred to above, and shall . The request will be subject to the Executive’s 's approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold her approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to this Section 12 hereof8, or a reduction in the payments and benefits specified in this Section 12 8, below zero.

Limitation of Benefits under Certain Circumstances. If the payments -------------------------------------------------- and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankAssociation, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s Association's independent public accountants and paid for by the Company and the BankAssociation. In the event that the Company, the Bank Association and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Association shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Association and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Association may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankAssociation, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Association and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 4 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 4 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 4 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 4; Bank will pay for the opinion of the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, the If Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 124, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. Bank may also request, and Executive shall have has the right to demand that they Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 4 have such tax consequences. Any such Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 4 hereof, or a reduction in the payments and benefits specified in Section 12 4, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and or the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the BankCompany’s independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, the Bank Company and/or Executive do not agree with the opinion of such counsel, (i) the Company and or the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they it request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 11; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have has the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “a "parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Code Section 280G of the Code, the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Code Section 280G of the Code and subject to the excise tax imposed under Code Section 4999 of the Code4999. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 11 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Code Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.unreasonably

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, Employers would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers’ independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do that does not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they request, request a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, Employers and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and or the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, the Bank and/or Company or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they it request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to this Section 12 8 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 this Agreement or otherwise being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon this Agreement or otherwise; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to this Section 128, as selected by the Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they the Bank request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to this Section 12 8 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to the Executive’s approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to this Section 12 hereof8, or a reduction in the payments and benefits specified in this Section 12 8, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits due to the Executive pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and Bank or the BankCorporation, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Bank pursuant to Section 12 the terms hereof shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank under Section 12 this Agreement being non-deductible to the Company Bank and the Bank Corporation pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In the event that payments due to the Executive pursuant to the terms of this Agreement, in combination with payments or benefits due him from the Bank or the Corporation, if any, constitute a parachute payment and are required to be reduced in accordance with the terms of this Section 5.5, such reduction shall first be accomplished in accordance with the provisions of Section 3 of the Amended and Restated Change in Control Severance Agreement between the Bank and the Executive dated as of July 20, 2006 (“Severance Agreement”), and then, if necessary, by reducing the payments due hereunder. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of independent counsel selected by the Company and the Bank’s independent public accountants Bank and paid for by the Company and the Bank. In Such counsel shall promptly prepare the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date the Executive is entitled to receive benefits hereunder that are subject to the provisions of the opinion of counsel referred to aboveSection 280G, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, may use such actuaries as such counsel deems necessary or advisable for the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein shall result in a reduction of any payments or in the payment and benefits to which the Executive may be entitled upon termination under the terms of employment other than pursuant to Section 12 hereof, Articles 2 or a reduction in the payments and benefits specified in Section 12 3 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and the Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, Employers and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employer' independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12, the Company and will pay for the Bankaccountant’s independent public accountants and paid for by opinion. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have has the right to demand that they the Company request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments -------------------------------------------------- and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement6 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 6 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 6 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 6 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 6 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulingsfilings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof7, or a reduction in the payments and benefits specified in Section 12 6 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, Savings Bank would constitute a “"parachute payment” " under Section 280G 28OG of the Code, the payments and benefits payable by the Savings Bank pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to the Company and the Savings Bank pursuant to Section 280G 28OG of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation in accordance with the provisions of Section 310 of the Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they requestthe Savings Bank requests, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.