Common use of Regulatory Intervention Clause in Contracts

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (i) pay Officer all or part of the compensation withheld while Employer's contract obligations were suspended, and (ii) reinstate any of Employer's obligations which were suspended. 9.9.2 If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's vested rights shall not be affected. 9.9.3 If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under this Agreement shall terminate as of the date of default, but Officer's vested rights shall not be affected. 9.9.4 All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (i) by the Office of Thrift Supervision ("OTS") at the time the Federal Deposit

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 (i) If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (ix) pay Officer all or part of the compensation withheld while Employer's contract obligations were suspended, and (iiy) reinstate any of Employer's obligations which were suspended. 9.9.2 (ii) If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's vested rights of the parties shall not be affected. 9.9.3 (iii) If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under 14 this Agreement shall terminate as of the date of default, but Officer's any vested rights of Officer shall not be affected. 9.9.4 (iv) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (ix) by the Office of Thrift Supervision ("OTS") at the time the Federal DepositDeposit Insurance Corporation ("FDIC") enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (y) by the OTS at the time the OTS approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the OTS to be in an unsafe or unsound condition. Any rights of Officer that shall have vested under this Agreement shall not be affected by such action. (v) With regard to the provisions of this Section 10(i) through (iv): A. Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; B. In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Employer to resume its obligations to pay compensation hereunder, Employer will promptly make such payment hereunder; and C. During the period of suspension, the vested rights of the contracting parties shall not be affected except to the extent precluded by such notice. (vi) Any payments made to Officer by Employer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations promulgated there under.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's ’s affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's ’s obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (i) pay Officer all or part of the compensation withheld while Employer's ’s contract obligations were suspended, and (ii) reinstate any of Employer's ’s obligations which were suspended. 9.9.2 If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's ’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's ’s vested rights shall not be affected. 9.9.3 If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under this Agreement shall terminate as of the date of default, but Officer's ’s vested rights shall not be affected. 9.9.4 All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (i) by the Office of Thrift Supervision ("“OTS"”) at the time the Federal DepositDeposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (ii) by the OTS at the time the OTS approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the OTS to be in an unsafe or unsound condition. Any rights of Officer that shall have vested under this Agreement shall not be affected by such action. 9.9.5 With regard to the provisions of this Section 9.9: (i) Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Employer to resume its obligations to pay compensation hereunder, Employer will promptly make such payment hereunder; and (iii) During the period of suspension, the vested rights of the contracting parties shall not be affected except to the extent precluded by such notice. 9.9.6 Any payments made to Officer by Employer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. EMPLOYER: By: Dated: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman and Chief Executive Officer OFFICER: Dated: Name: Officer Name: R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Annual Base Rate for 2004: $215,000 Target Annual Bonus for 2004: $225,000 Target Quarterly Bonus for 2004: $0 Annual or Quarterly Incentive Awards: Officer shall be eligible for an Annual or Quarterly Incentive Awards (as applicable), which shall be comprised of the following components:

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (i) pay Officer all or part of the compensation withheld while Employer's contract obligations were suspended, and (ii) reinstate any of Employer's obligations which were suspended. 9.9.2 If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's vested rights shall not be affected. 9.9.3 If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under this Agreement shall terminate as of the date of default, but Officer's vested rights shall not be affected. 9.9.4 All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (i) by the Office of Thrift Supervision ("OTS") at the time the Federal DepositDeposit Insurance Corporation ("FDIC") enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (ii) by the OTS at the time the OTS approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the OTS to be in an unsafe or unsound condition. Any rights of Officer that shall have vested under this Agreement shall not be affected by such action. 9.9.5 With regard to the provisions of this Section 9.9: (i) Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Employer to resume its obligations to pay compensation hereunder, Employer will promptly make such payment hereunder; and (iii) During the period of suspension, the vested rights of the contracting parties shall not be affected except to the extent precluded by such notice. 9.9.6 Any payments made to Officer by Employer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. EMPLOYER: By:___________________________________ Dated: _________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman and Chief Executive Officer OFFICER:

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 (i) If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (ix) pay Officer all or part of the compensation withheld while Employer's contract obligations were suspended, and (iiy) reinstate any of Employer's obligations which were suspended. 9.9.2 (ii) If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's vested rights of the parties shall not be affected. 9.9.3 (iii) If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under this Agreement shall terminate as of the date of default, but Officer's any vested rights of Officer shall not be affected. 9.9.4 (iv) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (ix) by the Office of Thrift Supervision ("OTS") at the time the Federal DepositDeposit Insurance Corporation ("FDIC") enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (y) by the OTS at the time the OTS approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the OTS to be in an unsafe or unsound condition. Any rights of Officer that shall have vested under this Agreement shall not be affected by such action. (v) With regard to the provisions of this Section 10(i) through (iv): A. Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; B. In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Employer to resume its obligations to pay compensation hereunder, Employer will promptly make such payment hereunder; and C. During the period of suspension, the vested rights of the contracting parties shall not be affected except to the extent precluded by such notice. (vi) Any payments made to Officer by Employer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations promulgated thereunder.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 (i) If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (ix) pay Officer all or part of the compensation withheld while Employer's contract obligations were suspended, and (iiy) reinstate any of Employer's obligations which were suspended. 9.9.2 (ii) If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's vested rights of the parties shall not be affected. 9.9.3 (iii) If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under this Agreement shall terminate as of the date of default, but Officer's any vested rights of Officer shall not be affected. 9.9.4 (iv) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (ix) by the Office of Thrift Supervision ("OTS") at the time the Federal DepositDeposit Insurance Corporation ("FDIC") enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (y) by the OTS at the time the OTS approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the OTS to be in an unsafe or unsound condition. Any rights of Officer that shall have vested under this Agreement shall not be affected by such action. (v) With regard to the provisions of this Section 10(i) through (iv): (1) Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (2) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Employer to resume its obligations to pay compensation hereunder, Employer will promptly make such payment hereunder; and (3) During the period of suspension, the vested rights of the contracting parties shall not be affected except to the extent precluded by such notice.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 (i) If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's ’s affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's ’s obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (ix) pay Officer all or part of the compensation withheld while Employer's ’s contract obligations were suspended, and (iiy) reinstate any of Employer's ’s obligations which were suspended. 9.9.2 (ii) If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's ’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's vested rights of the parties shall not be affected. 9.9.3 (iii) If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under this Agreement shall terminate as of the date of default, but Officer's any vested rights of Officer shall not be affected. 9.9.4 (iv) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (ix) by the Office of Thrift Supervision ("“OTS"”) at the time the Federal DepositDeposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (y) by the OTS at the time the OTS approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the OTS to be in an unsafe or unsound condition. Any rights of Officer that shall have vested under this Agreement shall not be affected by such action. (v) With regard to the provisions of this Section 10(i) through (iv): A. Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; B. In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Employer to resume its obligations to pay compensation hereunder, Employer will promptly make such payment hereunder; and C. During the period of suspension, the vested rights of the contracting parties shall not be affected except to the extent precluded by such notice. (vi) Any payments made to Officer by Employer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations promulgated there under.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 (i) If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (ix) pay Officer 14 all or part of the compensation withheld while Employer's contract obligations were suspended, and (iiy) reinstate any of Employer's obligations which were suspended. 9.9.2 (ii) If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's vested rights of the parties shall not be affected. 9.9.3 (iii) If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under this Agreement shall terminate as of the date of default, but Officer's any vested rights of Officer shall not be affected. 9.9.4 (iv) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (ix) by the Office of Thrift Supervision ("OTS") at the time the Federal DepositDeposit Insurance Corporation ("FDIC") enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (y) by the OTS at the time the OTS approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the OTS to be in an unsafe or unsound condition. Any rights of Officer that shall have vested under this Agreement shall not be affected by such action. (v) With regard to the provisions of this Section 10(i) through (iv): A. Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; B. In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Employer to resume its obligations to pay compensation hereunder, Employer will promptly make such payment hereunder; and C. During the period of suspension, the vested rights of the contracting parties shall not be affected except to the extent precluded by such notice. (vi) Any payments made to Officer by Employer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations promulgated there under.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's ’s affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's ’s obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (i) pay Officer all or part of the compensation withheld while Employer's ’s contract obligations were suspended, and (ii) reinstate any of Employer's ’s obligations which were suspended. 9.9.2 If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's ’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's ’s vested rights shall not be affected. 9.9.3 If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under this Agreement shall terminate as of the date of default, but Officer's ’s vested rights shall not be affected. 9.9.4 All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (i) by the Office of Thrift Supervision ("“OTS"”) at the time the Federal DepositDeposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (ii) by the OTS at the time the OTS approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the OTS to be in an unsafe or unsound condition. Any rights of Officer that shall have vested under this Agreement shall not be affected by such action. 9.9.5 With regard to the provisions of this Section 9.9: (i) Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Employer to resume its obligations to pay compensation hereunder, Employer will promptly make such payment hereunder; and (iii) During the period of suspension, the vested rights of the contracting parties shall not be affected except to the extent precluded by such notice. 9.9.6 Any payments made to Officer by Employer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. EMPLOYER: By: Dated: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman and Chief Executive Officer OFFICER: Dated: Name: Officer Name: P▇▇ ▇▇▇▇▇▇▇ Annual Base Rate for 2004: $ 325,000 Target Bonus for 2004: $ 200,000 1. Officer shall be eligible for an Annual Incentive Award based on the applicable year’s compensation plan to be agreed upon between Officer and Officer’s Senior Manager.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 (i) If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (ix) pay Officer all or part of the compensation withheld while Employer's contract obligations were suspended, and (iiy) reinstate any of Employer's obligations which were suspended. 9.9.2 (ii) If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's vested rights of the parties shall not be affected. 9.9.3 (iii) If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under 15 this Agreement shall terminate as of the date of default, but Officer's any vested rights of Officer shall not be affected. 9.9.4 (iv) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (ix) by the Office of Thrift Supervision ("OTS") at the time the Federal DepositDeposit Insurance Corporation ("FDIC") enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (y) by the OTS at the time the OTS approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the OTS to be in an unsafe or unsound condition. Any rights of Officer that shall have vested under this Agreement shall not be affected by such action. (v) With regard to the provisions of this Section 10(i) through (iv): A. Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; B. In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Employer to resume its obligations to pay compensation hereunder, Employer will promptly make such payment hereunder; and C. During the period of suspension, the vested rights of the contracting parties shall not be affected except to the extent precluded by such notice.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the following terms and conditions: 9.9.1 If Officer is suspended and/or temporarily prohibited from participating in the conduct of Employer's ’s affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), Employer's ’s obligations hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (i) pay Officer all or part of the compensation withheld while Employer's ’s contract obligations were suspended, and (ii) reinstate any of Employer's ’s obligations which were suspended. 9.9.2 If Officer is removed and/or permanently prohibited from participating in the conduct of Employer's ’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate as of the effective date of the order, but Officer's ’s vested rights shall not be affected. 9.9.3 If Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligations under this Agreement shall terminate as of the date of default, but Officer's ’s vested rights shall not be affected. 9.9.4 All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (i) by the Office of Thrift Supervision ("“OTS"”) at the time the Federal DepositDeposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823 (c)); or (ii) by the OTS at the time the OTS approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the OTS to be in an unsafe or unsound condition. Any rights of Officer that shall have vested under this Agreement shall not be affected by such action. 9.9.5 With regard to the provisions of this Section 9.9: (i) Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Employer to resume its obligations to pay compensation hereunder, Employer will promptly make such payment hereunder; and (iii) During the period of suspension, the vested rights of the contracting parties shall not be affected except to the extent precluded by such notice. 9.9.6 Any payments made to Officer by Employer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. EMPLOYER: By: Dated: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman and Chief Executive Officer OFFICER: Dated: Name: T▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Officer Name: T▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Annual Base Rate for 2005: $ 400,000 Target Bonus for 2005: $ 250,000 1. Officer shall be eligible for an Annual Incentive Award based on the applicable year’s compensation plan to be agreed upon between Officer and Officer’s Senior Manager.