EX-10.4






UST 449




Exhibit 10.4




FORM OF WAIVER 



In consideration for the benefits I will receive as a result of my employer’s participation in the
United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily
waive any claim against the United States or any state or territory thereof or my employer or any
of its directors, officers, employees and agents for any changes to my compensation or benefits
that are required in order to comply with Section 111 of the Emergency Economic Stabilization Act
of 2008, as amended (“EESA”), and rules, regulations, guidance or other requirements issued
thereunder (collectively, the “EESA Restrictions”).



I acknowledge that the EESA Restrictions may require modification of the employment, compensation,
bonus, incentive, severance, retention and other benefit plans, arrangements, policies and
agreements (including so-called “golden parachute” agreements), whether or not in writing, that I
have with my employer or in which I participate as they relate to the period the United States
holds any equity or debt securities of my employer acquired through the TARP Capital Purchase
Program and I hereby consent to all such modifications. I further acknowledge and agree that if my
employer notifies me in writing that I have received payments in violation of the EESA
Restrictions, I shall repay the aggregate amount of such payments to my employer no later than
fifteen business days following my receipt of such notice.



This waiver includes all claims I may have under the laws of the United States or any other
jurisdiction related to the requirements imposed by the EESA Restrictions (including without
limitation, any claim for any compensation or other payments or benefits I would otherwise receive
absent the EESA Restrictions, any challenge to the process by which the EESA Restrictions were
adopted and any tort or constitutional claim about the effect of the foregoing on my employment
relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be
initiated on my behalf, any such claim against the United States, my employer or its directors,
officers, employees or agents in or before any local, state, federal or other agency, court or
body.



In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and
acknowledgement to the provisions herein.



Respectfully,



	 	 	 	 	 
	 	 	 
	 	/s/ Michael H. Price
 	 
	 	Name:  	Michael H. Price 	 
	 	Title:  	Chairman of the Board, President
and Chief Executive Officer
 	 
	
 
	
Date: 
	
May 15, 2009 
	
 




 









 






	 	 	 	 	 



UST 449




FORM OF WAIVER 



In consideration for the benefits I will receive as a result of my employer’s participation in the
United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily
waive any claim against the United States or any state or territory thereof or my employer or any
of its directors, officers, employees and agents for any changes to my compensation or benefits
that are required in order to comply with Section 111 of the Emergency Economic Stabilization Act
of 2008, as amended (“EESA”), and rules, regulations, guidance or other requirements issued
thereunder (collectively, the “EESA Restrictions”).



I acknowledge that the EESA Restrictions may require modification of the employment, compensation,
bonus, incentive, severance, retention and other benefit plans, arrangements, policies and
agreements (including so-called “golden parachute” agreements), whether or not in writing, that I
have with my employer or in which I participate as they relate to the period the United States
holds any equity or debt securities of my employer acquired through the TARP Capital Purchase
Program and I hereby consent to all such modifications. I further acknowledge and agree that if my
employer notifies me in writing that I have received payments in violation of the EESA
Restrictions, I shall repay the aggregate amount of such payments to my employer no later than
fifteen business days following my receipt of such notice.



This waiver includes all claims I may have under the laws of the United States or any other
jurisdiction related to the requirements imposed by the EESA Restrictions (including without
limitation, any claim for any compensation or other payments or benefits I would otherwise receive
absent the EESA Restrictions, any challenge to the process by which the EESA Restrictions were
adopted and any tort or constitutional claim about the effect of the foregoing on my employment
relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be
initiated on my behalf, any such claim against the United States, my employer or its directors,
officers, employees or agents in or before any local, state, federal or other agency, court or
body.



In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and
acknowledgement to the provisions herein.




Respectfully,




	 	 	 	 	 
	 	 	 
	 	/s/ Robert B. Kaminski, Jr.
 	 
	 	Name:  	Robert B. Kaminski, Jr. 	 
	 	Title:  	Executive Vice President, Chief

Operating Officer and Secretary
 	 
	
 
	
Date: 
	
May 15, 2009 
	
 




 









 






	 	 	 	 	 



UST 449




FORM OF WAIVER 



In consideration for the benefits I will receive as a result of my employer’s participation in the
United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily
waive any claim against the United States or any state or territory thereof or my employer or any
of its directors, officers, employees and agents for any changes to my compensation or benefits
that are required in order to comply with Section 111 of the Emergency Economic Stabilization Act
of 2008, as amended (“EESA”), and rules, regulations, guidance or other requirements issued
thereunder (collectively, the “EESA Restrictions”).



I acknowledge that the EESA Restrictions may require modification of the employment, compensation,
bonus, incentive, severance, retention and other benefit plans, arrangements, policies and
agreements (including so-called “golden parachute” agreements), whether or not in writing, that I
have with my employer or in which I participate as they relate to the period the United States
holds any equity or debt securities of my employer acquired through the TARP Capital Purchase
Program and I hereby consent to all such modifications. I further acknowledge and agree that if my
employer notifies me in writing that I have received payments in violation of the EESA
Restrictions, I shall repay the aggregate amount of such payments to my employer no later than
fifteen business days following my receipt of such notice.



This waiver includes all claims I may have under the laws of the United States or any other
jurisdiction related to the requirements imposed by the EESA Restrictions (including without
limitation, any claim for any compensation or other payments or benefits I would otherwise receive
absent the EESA Restrictions, any challenge to the process by which the EESA Restrictions were
adopted and any tort or constitutional claim about the effect of the foregoing on my employment
relationship) and I hereby agree that I will not at any time initiate, or cause or permit to be
initiated on my behalf, any such claim against the United States, my employer or its directors,
officers, employees or agents in or before any local, state, federal or other agency, court or
body.



In witness whereof, I execute this waiver on my own behalf, thereby communicating my acceptance and
acknowledgement to the provisions herein.



Respectfully,



	 	 	 	 	 
	 	 	 
	 	/s/ Charles E. Christmas
 	 
	 	Name:  	Charles E. Christmas 	 
	 	Title:  	Senior Vice President, Chief
Financial Officer and Treasurer
 	 
	
 
	
Date: 
	
May 15, 2009