serpleibold






4525471v.5 CUSTOMERS BANCORP, INC.  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN  This Customers Bancorp, Inc., Supplemental Executive Retirement Plan is adopted as of this  ____ day _________, 2021 (the “Effective Date”) by Customers Bancorp, Inc., a Pennsylvania corporation  (the “Employer” or the “Company”) for the benefit of Carla Leibold (the “Executive”).  The purpose of  the Plan is to provide supplemental nonqualified pension benefits to the Executive and incentivize  Executive to continue to make substantial contributions to the success of the Employer.    This Plan is intended to be and shall be administered as an income tax nonqualified, unfunded plan  primarily for the purpose of providing deferred compensation for a select group of management or highly  compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as  amended (“ERISA”), Sections 201(2), 301(a)(3), and 401(a)(1).  This Plan is intended to comply with the  requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and,  accordingly, the intent of the parties hereto is that the Plan shall be operated and interpreted consistent with  the requirements thereof.  ARTICLE 1  DEFINITIONS  Whenever used in this Plan, the following terms have the meanings specified:  1.1. “Account Balance” means, as of any date, the minimum liability that must be accrued by  the Company for purposes of or in connection with the Plan under generally accepted accounting principles  (“GAAP”).  1.2.  “Annuity Contract” means the following annuity contract(s) purchased and solely owned  by the Company and/or Customers Bank:  a Flexible Premium Indexed Deferred Annuity Contract issued  by American General Life Insurance Company, contract #____________, National Western Life Insurance  Company, contract #____________or such other annuity contracts (a) as the Company may purchase from  time to time in accordance with Section 2.3 or otherwise, the income value of which the Company  designates to serve as the measure of the Plan benefit and (b) are identified by Policy number in writing by  the Company as an “Annuity Contract” under this Plan.  1.3. “Beneficiary” means the person or entity designated, or otherwise determined in  accordance with Article 4, in writing by the Executive to receive death benefits pursuant to this Plan in the  event of the Executive’s death.     1.4. “Beneficiary Designation Form” means the form established from time to time by the  Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator to designate  one or more Beneficiaries.  1.5. “Board” means the Board of Directors of the Employer.  1.6. “Change in Control” means a change in the ownership or effective control of the  Company, or in the ownership of a substantial portion of the assets of the Company under Section 4009A  of the Code.  1.7. “Disability” means the Executive (i) is unable to engage in any substantial gainful activity  by reason of any medically determinable physical or mental impairment that can be expected to result in  DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4 02 May 





 






  2    4525471v.5  death or can be expected to last for a continuous period of net less than twelve (12) months or (ii) is, by  reason of any medically determinable physical or mental impairment that can be expected to result in death  or can be expected to last for a continuous period of not less than twelve (12) months, receiving income  replacement benefits for a period of not less than three (3) months under an accident and health plan  covering employees of the Employer.  1.8.  “Executive’s Employment Agreement” means the Employment Agreement between the  Company and Executive, dated October 23, 2019.  1.9. “ERISA” means the Employee Retirement Income Security Act of 1974.  1.9 “Plan” means this Customers Bancorp, Inc., Supplemental Executive Retirement Plan for  the benefit of the Executive, as set forth herein and as may be amended from time to time.  1.10 “Rider” means the income rider attached to the Annuity Contract as an endorsement or  other product feature that operates as an income rider, with such feature providing for a withdrawal or  payment feature for the life of the annuitant.  1.11 “Normal Retirement Age” means age sixty-five (65).  1.12 “Separation from Service” means separation from service as that term is defined under  Section 409A of the Code.  ARTICLE II  ASSET FINANCING, OWNERSHIP AND RIGHTS  2.1 Annuity Contract and Other Investments.  For purposes of satisfying its obligations to  provide benefits under this Plan, the Company has initially invested in an  Annuity Contract.    2.2 Ownership of the Annuity Contract.  The Company is the sole owner of the Annuity  Contract, and other such investments designated for purposes of the Plan and shall have the right to exercise  all incidents of ownership.  The Company shall be the beneficiary of the death proceeds of the Annuity  Contract.  The Company shall at all times be entitled to the Annuity Contract’s cash surrender value, as that  term is defined in the Annuity Contract.  2.3 Right to Annuity Contract.  Notwithstanding any provision hereof to the contrary, the  Company shall have the right to sell or surrender any Annuity Contract without terminating this Plan,  provided the Company replaces the Annuity Contract with a comparable annuity policy, or asset of  comparable value, with a comparable lifetime withdrawal feature and comparable benefit value.  Without  limitation, the Annuity Contract at all times shall be the exclusive property of the Company and shall be  subject to the claims of the Company’s creditors.  2.4 Rabbi Trust.  Employer may establish a “rabbi trust” to which contributions may be made  to provide the Employer with a source of funds for purposes of satisfying the obligations of the Employer  under the Plan.  The trust shall constitute an unfunded arrangement and shall not affect the status of the  Plan as an unfunded plan. Neither the Executive nor the Beneficiary shall have any beneficial ownership  interest in any assets held in the trust.  DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4 





 






  3    4525471v.5  ARTICLE III  RETIREMENT AND OTHER BENEFITS  3.1 Normal Retirement Benefit. Upon the Executive’s Separation from Service after reaching  Normal Retirement Age for any reason other than death or Disability, the Executive will be entitled to the  monthly benefit payment described in this Section 3.1.  The amount of the benefit will equal the amount  that is paid from the Annuity Contract through the Rider designated under this Plan to benefit the Executive,  commencing on the first (1st) day of the second month following the date of the Executive’s Separation  from Service, payable monthly and continuing for the Executive’s lifetime.  3.2 Early Termination Benefit.  In the event the Executive should incur a Separation from  Service prior to Normal Retirement Age for any reason other than death or Change in Control, the Executive  will be entitled to the vested benefit payment described in this Section 3.2.  The amount of the vested benefit  will be a fraction of the amount that is paid from the Annuity Contract through the Rider (the “Benefit  Fraction”) times a vested percentage (the “Vested Percentage”). The Benefit Fraction is equal to the ratio  of the Account Balance on the date of Separation from Service to the projected Account Balance at Normal  Retirement Age. The Vested Percentage is equal to 0% for years 1 through 6 (beginning on the Effective  Date of the Plan), 20% for year 7, 40% for year 8, 60% for year 8, 80% for year 9 and 100% thereafter. The  formula for the Early Termination Benefit is as follows:  a) The Benefit Fraction; times  b) The Vested Percentage; times  c) The amount that is payable from the Annuity Contract through the Rider at Normal  Retirement Age.  Payment of the Early Termination Benefit will commence on the first day of the second month  following the Executive’s Normal Retirement Age and will continue for the Executive's lifetime, payable  monthly.   3.3 Disability Benefit.  In the event the Executive should incur a Separation from Service as a  result of Disability prior to Normal Retirement Age, the Executive will be entitled to the vested benefit  payment described in this Section 3.3.  The amount of the vested benefit will be a fraction of the amount  that is paid from the Annuity Contract through the Rider (the “Benefit Fraction”) times a vested percentage  (the “Vested Percentage”). The Benefit Fraction is equal to the ratio of the Account Balance on the date of  Separation from Service to the projected Account Balance at Normal Retirement Age. The Vested  Percentage is equal to 0% for years 1 through 5 (beginning on the Effective Date of the Plan), 20% at the  end of year 6, 40% at the end of year 7, 60% at the end of year 8, 80% at the end of year 9 and 100% at the  end of year 10. The formula for the Early Termination Benefit is as follows:  a) The Benefit Fraction; times  b) The Vested Percentage; times  c) The amount that is payable from the Annuity Contract through the Rider at Normal  Retirement Age.  Payment of the Disability Benefit will commence on the first day of the second month following  the Executive’s Normal Retirement Age and will continue for the Executive's lifetime, payable monthly.  DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4 





 






  4    4525471v.5  3.4 Change in Control Benefit.  If the Executive is actively employed at the time of a Change  in Control and incurs a Separation from Service, except for Cause, within twelve (12) months following the  Change in Control, the Executive will fully vest in the Normal Retirement Benefit.  The Employer will  establish a “rabbi trust”, if one has not already been established, for the purposes of this Plan, to which  assets will be contributed to provide the Employer with a source of funds for purposes of satisfying the  obligations of the Employer under the Plan.  The amount of the contribution to the “rabbi trust” will be the  amount sufficient to satisfy the benefit under paragraph 3.1.  Payment of benefits under this Section 3.4  will commence on the first day of the second month following the later of the Executive’s Normal  Retirement Age or Separation from Service and will continue for the Executive's lifetime.  3.5 Death Benefit. Upon the death of the Executive while this Plan is in effect, whether or not  benefit payments have commenced under the Plan, any death benefit payable shall be paid pursuant that  certain Split Dollar Life Insurance Plan dated ____________, ____ between the Customers Bank and the  Executive in lieu of any benefit payable under this Plan and this Plan shall terminate; provided, however,  if such Split Dollar Life Insurance Plan is not in effect on the date of death, the Employer shall pay to the  Executive’s Beneficiary the Account Balance in a single lump sum within sixty (60) days of the date of  death.  3.6 Restriction on Timing of Distributions. Notwithstanding the applicable provisions of this  Plan regarding timing of payments, the following special rules shall apply if the stock of the Employer is  publicly traded at the time of the Executive’s Separation from Service in order for this Plan to comply with  Section 409A of the Code: (i) to the extent the Executive is a “specified employee” (as defined under  Section 409A of the Code) at the time of a distribution and to the extent such applicable provisions of  Section 409A of the Code and the regulations thereunder require a delay of such distributions by a six- month period after the date of such Executive’s Separation from Service with the Employer, no such  distribution shall be made prior to the date that is six months after the date of the Executive’s Separation  from Service with the Employer, and (ii) any such delayed payments shall be paid to the Executive in a  single lump sum within five (5) business days after the end of the six (6) month delay.  3.7 Acceleration of Payments. Except as specifically permitted herein, no acceleration of the  time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may  be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3G)(4) in the following  circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with the ethics laws or  conflicts of interest laws; (iii) in limited cashouts (but not in excess of the limit under Code §402(g)(l)(B));  (iv) to pay employment-related taxes; or (v) to pay any taxes that may become due at any time that the Plan  fails to meet the requirements of Section 409A.  ARTICLE IV  BENEFICIARIES  4.1 Beneficiary Designations. The Executive shall have the right to designate at any time a  Beneficiary to receive any benefits payable under this Plan to Executive’s Beneficiary upon the death of  the Executive. The Beneficiary designated under this Plan may be the same as or different from the  Beneficiary designation under any other benefit plan of the Employer in which the Executive participates.  4.2 Beneficiary Designation; Changes. The Executive shall designate a Beneficiary by  completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its  designated agent. The Executive’s Beneficiary designation shall be deemed automatically revoked if the  DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4 





 






  5    4525471v.5  Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage  is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing,  signing, and otherwise complying with the terms of the Beneficiary Designation Form and the Plan  Administrator’s rules and procedures, as in effect from time to time. Upon the acceptance by the Plan  Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall  be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed  by the Executive and accepted by the Plan Administrator before the Executive’s death.  4.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be  effective until received in writing by the Plan Administrator or its designated agent.  4.4 No Beneficiary Designation. If the Executive dies without a valid Beneficiary designation,  or if all designated Beneficiaries predecease the Executive, then the Executive’s spouse shall be the  designated Beneficiary. If the Executive has no surviving spouse, the benefits shall be distributed to the  personal representative of the Executive’s estate.  4.5 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated,  or to a person incapable of handling the disposition of his or her property, the Employer may pay such  benefit to the guardian, legal representative, or person having the care or custody of the minor, incapacitated  person, or incapable person. The Employer may require proof of incapacity, minority, or guardianship as it  may deem appropriate before distribution of the benefit. Distribution shall completely discharge the  Employer from all liability for the benefit.  ARTICLE V  GENERAL LIMITATIONS  5.1 Limits on Payments.  Notwithstanding anything contained in this Plan to the contrary, it is  understood and agreed that the Company shall not be required to make any payment or take any action  under this Plan if: (a) such payment or action is prohibited by any governmental agency having jurisdiction  over the Company (hereinafter referred to as “Regulatory Authority”) in light of the fact that the Company  has been declared by Regulatory Authority to be troubled, or operating in an unsafe or unsound matter; or  (b) such payment or action (i) would be prohibited by or would violate any provision of state or federal law  applicable to the Company, as now in effect or hereafter amended, (ii) would be prohibited by or would  violate any applicable rules, regulations, orders or statements of policy, whether now existing or hereafter  promulgated, of any Regulatory Authority, or (iii) otherwise would be prohibited by any Regulatory  Authority.  5.2 Excess Parachute or Golden Parachute Payment. Notwithstanding any provision of this  Plan to the contrary, any benefit provided under this Plan, when added to all other amounts or benefits  provided to or on behalf of Executive in connection with a Change in Control, would result in the imposition  of an excise tax under Section 4999 of the Code, such payments shall be retroactively (if necessary) reduced  to the extent necessary to avoid such excise tax imposition, or shall be forfeited to the extent the benefit  would be a prohibited golden parachute payment pursuant to 12 C.F.R. §359.2 and for which the appropriate  federal Companying agency had not given written consent to pay pursuant to 12 C.F.R. §359.4. Upon  written notice to Executive, together with calculations of Company's independent auditors, Executive shall  remit to Company the amount of the reduction plus such interest as may be necessary to avoid the imposition  of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if  any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to  DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4 





 






  6    4525471v.5  the regulations promulgated under Section 280G of the Code, the Company shall be required only to pay  to Executive the amount determined to be deductible under Section 280G of the Code.  5.3 Termination for Cause. Notwithstanding anything to the contrary contained herein, in the  event of the Executive's termination for Cause, or in the event that between the date of the Executive’s  Separation from Service without Cause and the date that benefits are scheduled to begin under Article III,  the Board determines that the Executive could have been terminated for Cause, this Plan shall terminate  and no benefits shall be payable under the Plan.  For this purpose, “Cause” shall be defined as it appears in  Executive’s Employment Agreement.  5.4 Clawback/Recoupment Policy. Notwithstanding anything contained herein to the contrary,  the Board may determine in its sole discretion that the benefits payable under the Plan shall be and, for a  period of one year from the Executive’s Separation from Service, remain subject to any clawback or  recoupment policy currently in effect or as may be adopted by the Board (or a committee or subcommittee  of the Board) and, in each case, as may be amended from time to time. No such policy adoption or  amendment shall in any event require the prior consent of the Executive. In the event that the Board makes  such a determination, in addition to recouping any amounts previously paid to the Executive under the Plan,  this Plan shall terminate and no benefits shall thereafter be payable under the Plan.  5.5 Noncompete.  During Executive’s employment with the Company (and/or with any  subsidiary or other company under common control with the Company, hereinafter “Affiliate”) and for a  period of twelve (12) months after the cessation of Executive’s employment for any reason, Executive shall  not, directly or indirectly, within the Restricted Territory, enter into or engage directly or indirectly in  competition with the Company or its Affiliates in any financial services business conducted by the  Company or any such Affiliate at the time of such resignation or termination, either as an individual on her  own or as a partner or joint venturer, or as a director, officer, shareholder, employee, agent, independent  contractor, nor shall Executive assist any other person or entity in engaging directly or indirectly in such  competition.  “Restricted Territory” shall mean any State in which the Company (a) has a branch, an office  or other location, or (b) otherwise engages in business. The restrictions in this Section 5.5 shall be in  addition to, and shall not supersede, the non-competition restrictions in paragraph 8 of Executive’s  Employment Agreement.  The Company shall have the right, at its sole option and in its sole discretion, to  enforce the non-competition restrictions both in this Section 5.5 of this Agreement and in paragraph 8 of  Executive’s Employment Agreement, or in either such document.   5.6 Non-Disclosure and Non-Solicitation.  The non-disclosure and non-solicitation provisions  of paragraphs 6 and 7 of Executive’s Employment Agreement are expressly incorporated herein, Executive  agrees to such restrictions, and reaffirms and ratifies Executive’s obligations under those provisions. The  restrictions in this Section 5.6 shall be in addition to, and shall not supersede, the non-disclosure and non- solicitation provisions in paragraphs 6 and 7 of Executive’s Employment Agreement.  The Company shall  have the right, at its sole option and in its sole discretion, to enforce the non-disclosure and non-solicitation  provisions both in this Section 5.6 of this Agreement and in paragraph 6 and 7 of Executive’s Employment  Agreement, or in either such document.  ARTICLE VI  CLAIMS AND REVIEW PROCEDURES  6.1 Claims Procedure. A person or Beneficiary (a “claimant”) who has not received benefits  under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:  DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4 





 






  7    4525471v.5  6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Plan  Administrator a written claim for the benefits. If the claim relates to the contents of a notice received by the  claimant, the claim must be made within sixty (60) days after the notice was received by the claimant. All  other claims must be made within one hundred eighty (180) days after the date of the event that caused the  claim to arise. The claim must state with particularity the determination desired by the claimant.  6.1.2 Timing of Plan Administrator Response. The Plan Administrator shall respond to  such claimant within ninety (90) days after receiving the claim, (within forty-five (45) days for Disability  benefits). If the Plan Administrator determines that special circumstances require additional time for  processing the claim, the Plan Administrator can extend the response period by an additional ninety (90)  days, (thirty (30) days for Disability), by notifying the claimant in writing, prior to the end of the initial  ninety (90)-day period (or forty-five (45) days, as applicable), that an additional period is required. The  notice of extension must set forth the special circumstances and the date by which the Plan Administrator  expects to render its decision.  If the extension is with respect to Disability benefits, the notice shall  specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that  prevent a decision on the claim, and the additional information needed to resolve those issues, and the  claimant shall be given 45 days to provide the specified information. The time period shall begin at the time  a claim is filed, whether or not all information necessary for a determination accompanies the filing. If the  time period is extended due to insufficient information needed to decide a Disability claim, the period for  making the Disability determination shall be tolled from the date on which the notification of the extension  is sent to the claimant until the date on which the claimant responds to the request for additional information.  6.1.3 Notice of Decision. If the Plan Administrator denies part or all of the claim, the  Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write  the notification in a manner calculated to be understood by the claimant. The notification shall set forth:  6.1.3.1 The specific reasons for the denial,  6.1.3.2 A reference to the specific provisions of the Plan on which the denial is  based,  6.1.3.3 A description of any additional information or material necessary for the  claimant to perfect the claim and an explanation of why it is needed,  6.1.3.4 An explanation of the Plan’s review procedures and the time limits  applicable to such procedures, and  6.1.3.5 in the case involving Disability, a copy of any internal rule, guideline,  protocol or other similar criterion that was relied upon in making the decision and, if based on a medical  necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or  clinical judgment for the determination, or a statement that such explanation will be provided free of charge  upon request.  6.2 Review Procedure. If the Plan Administrator denies part or all of the claim, the claimant  shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:  DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4 





 






  8    4525471v.5  6.2.1 Initiation - Written Request. To initiate the review, the claimant, within sixty (60)  days (180 days for a Disability claim) after receiving the Plan Administrator’s notice of denial, must file  with the Plan Administrator a written request for review.  6.2.2 Additional Submissions - Information Access. The claimant shall then have the  opportunity to submit written comments, documents, records and other information relating to the claim.  The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access  to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA  regulations) to the claimant’s claim for benefits.  6.2.3 Considerations on Review. In considering the review, the Plan Administrator shall  take into account all materials and information the claimant submits relating to the claim, without regard to  whether such information was submitted or considered in the initial benefit determination.  6.2.4 Additional Information For Disability. In a claim for Disability, the following shall  also apply:  6.2.4.1 the review shall not give any deference to the initial adverse determination;  6.2.4.2 if the appeal is based in whole or in part on a medical judgment, the  Company shall consult with a health care professional who has appropriate training and experience in the  field of medicine involved in the medical judgment;  6.2.4.3 any medical or vocational experts whose advice was obtained in  connection with the adverse determination shall be identified, without regard to whether the advice was  relied upon in making the benefit determination; and  6.2.4.4 the health care professional engaged for purposes of a consultation under  (b) above shall not be the individual who was consulted in connection with the adverse determination that  is the subject of the appeal, nor the subordinate of any such individual.    6.2.5 Timing of Plan Administrator Response. The Plan Administrator shall respond in  writing to such claimant within sixty (60) days after receiving the request for review. If the Plan  Administrator determines that special circumstances require additional time for processing the claim, the  Plan Administrator can extend the response period by an additional sixty (60) days by notifying the claimant  in writing, prior to the end of the initial sixty (60)-day period, that an additional period is required. The  notice of extension must set forth the special circumstances and the date by which the Plan Administrator  expects to render its decision.  6.2.6 Notice of Decision. The Plan Administrator shall notify the claimant in writing of  its decision on review. The Plan Administrator shall write the notification in a manner calculated to be  understood by the claimant. The notification shall set forth:  6.2.6.1 The specific reasons for the denial,  6.2.6.2 A reference to the specific provisions of the Plan on which the denial is  based,  DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4 





 






  9    4525471v.5  6.2.6.3 A statement that the claimant is entitled to receive, upon request and free  of charge, reasonable access to, and copies of, all documents, records and other information relevant (as  defined in applicable ERISA regulations) to the claimant’s claim for benefits, and  6.2.6.4 A statement of the claimant’s right to bring a civil action under ERISA  Section 502(a), and  6.2.6.5 in the case involving Disability benefits, a copy of any internal rule,  guideline, protocol or other similar criterion that was relied upon in making the decision and, if the adverse  determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either  an explanation of the scientific or clinical judgment for the determination, or a statement that such  explanation will be provided free of charge upon request; and the following statement: “You and your Plan  may have other voluntary alternative dispute resolution options, such as mediation. One way to find what  may be available is to contact your local U.S. Department of Labor Office or your State insurance regulatory  agency.    ARTICLE VII  MISCELLANEOUS  7.1 Amendment and Termination. Subject to Section 7.12, this Plan may be amended or  terminated solely by written agreement between the Employer and the Executive.  7.2 No Guarantee of Employment. This Plan is not an employment policy or contract. It does  not give any Executive the right to remain an employee of the Employer, nor does it interfere with the  Employer’s right to discharge the Executive. It also does not require any Executive to remain an employee  nor interfere with any Executive’s right to terminate employment at any time.  7.3 Non-Transferability. Benefits under this Plan cannot be sold, transferred, assigned,  pledged, attached, or encumbered in any manner.  7.4 Tax Withholding. The Employer shall withhold any taxes that are required to be withheld  from the benefits provided under this Plan.  7.5 Applicable Law. Except to the extent preempted by the laws of the United States of  America, the validity, interpretation, construction and performance of this Plan shall be governed by and  construed in accordance with the laws of the State of Pennsylvania, without giving effect to the principles  of conflict of laws of such state.  7.6 Unfunded Arrangement. The Executive and the Beneficiary are general unsecured creditors  of the Employer for the payment of benefits under this Plan. The benefits represent the mere promise by  the Employer to pay such benefits. The rights to benefits are not subject in any manner to anticipation,  alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any  insurance, annuity contract or other asset purchased by Employer to fund its obligations under this Plan  shall be a general asset of the Employer to which the Executive and Beneficiary have no preferred or secured  claim.  DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4 





 






  10    4525471v.5  7.7 Benefit Provision.  Notwithstanding the provisions of this Plan in the payment of the  benefits under Article 3, any benefits payable under this Plan are contingent solely upon the amount that is  provided by the Annuity Contract(s) as identified in this Plan or other provision as provided for in Article  2.  7.8 Severability. If any provision of this Plan is held invalid, such invalidity shall not affect  any other provision of this Plan, and each such other provision shall continue in full force and effect to the  full extent consistent with law. If any provision of this Plan is held invalid in part, such invalidity shall not  affect the remainder of the provision, and the remainder of such provision together with all other provisions  of this Plan shall continue in full force and effect to the full extent consistent with law.  7.9 Headings. The headings of articles herein are included solely for convenience of reference  and shall not affect the meaning or interpretation of any provision of this Plan.  7.10 Notices. All notices, requests, demands, and other communications hereunder shall be in  writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered  mail, return receipt requested, with postage prepaid. Unless otherwise changed by notice, notice shall be  properly addressed to the Executive if addressed to the address of the Executive on the books and records  of the Employer at the time of the delivery of such notice, and properly addressed to the Employer if  addressed to the Board at 1015 Penn Avenue, Wyomissing, PA 19610.    7.11 Payment of Legal Fees. In the event litigation ensues between the parties concerning the  enforcement of the obligations of the parties under this Plan, the Employer shall pay all costs and expenses  in connection with such litigation until such time as a final determination (excluding any appeals) is made  with respect to the litigation. If the Employer prevails on the substantive merits of each material claim in  dispute in such litigation, the Employer shall be entitled to receive from the Executive all reasonable costs  and expenses, including without limitation attorneys’ fees, incurred by the Employer on behalf of the  Executive in connection with such litigation, and the Executive shall pay such costs and expenses to the  Employer promptly upon demand by the Employer.  7.12 Termination or Modification of Plan Because of Changes in Law, Rules or Regulations.  The Employer is entering into this Plan on the assumption that certain existing tax laws, rules, and  regulations will continue in effect in their current form. If that assumption materially changes and the  change has a material detrimental effect on this Plan, then the Employer reserves the right to terminate or  modify this Plan accordingly.   DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4 





 






11  4525471v.5 ARTICLE VIII  ADMINISTRATION OF PLAN  8.1 Plan Administrator Duties. This Plan shall be administered by a Plan Administrator  consisting of the Board or such committee or person(s) as the Board shall appoint. The Plan Administrator  shall have the sole and absolute discretion and authority to interpret and enforce all appropriate rules and  regulations for the administration of this Plan and the rights of the Executive under this Plan, to decide or  resolve any and all questions or disputes arising under this Plan, including benefits payable under this Plan  and all other interpretations of this Plan, as may arise in connection with the Plan. No benefit shall be  payable hereunder to any person unless the Plan Administrator, in its sole discretion, determines such  benefit is due.  8.2 Agents. In the administration of this Plan, the Plan Administrator may employ agents and  delegate to them such administrative duties as it sees fit (including acting through a duly appointed  representative) and may from time to time consult with counsel, who may be counsel to the Employer.  8.3 Binding Effect of Decisions. The decision or action of the Plan Administrator with respect  to any question arising out of or in connection with the administration, interpretation, and application of the  Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon  all persons having any interest in the Plan.  8.4 Indemnity of Plan Administrator. The Plan Administrator shall not be liable to any person  for any action taken or omitted in connection with the interpretation and administration of this Plan, unless  such action or omission is attributable to the willful misconduct of the Plan Administrator or any of its  members. The Employer shall indemnify and hold harmless the members of the Plan Administrator against  any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with  respect to this Plan, except in the case of willful misconduct by the Plan Administrator or any of its  members.  8.5 Employer Information. To enable the Plan Administrator to perform its functions, the  Employer shall supply full and timely information to the Plan Administrator on all matters relating to the  date and circumstances of the retirement, Disability, death, or Separation of Service of the Executive and  such other pertinent information as the Plan Administrator may reasonably require.  This Supplemental Executive Retirement Plan is hereby adopted as of the date written above.  CUSTOMERS BANCORP, INC.   CARLA LEIBOLD  By:________________________ By:_______________________  Name: Richard A. Ehst  Title: President & COO  DocuSign Envelope ID: 53F783E0-A660-4ED1-A465-D3AC5CDDBED4