service” underTreas. Reg. Section 1.409A-1(n), then such delay shall only be applied to the extent suchamounts, when added to all other amounts required to be taken into account under the“separation pay” limitation of Treas. Reg. Section 1.409A-1(b)(9)(iii), would, if paidwithin such period, exceed the Specified Employee’s Statutory Maximum (as hereinafterdefined). Payment of any delayed amounts shall be made as soon as is administrativelypracticable after the expiration of such six (6) month period.     (b) No Delay or Acceleration of Payment. Except as expressly indicated underSubsection (a) above, all payments required to be made under this Agreement shall not besubject to delay or acceleration, except as may be permitted by action of the Company underthe applicable Code Section 409A requirements.     (c) Separation from Service Requirement. For purposes of determining the entitlementto any payment in connection with or relating to the Executive’s “termination” ofemployment, the existence of such termination shall not exist unless and until the Executiveexperiences a Separation from Service (as hereinafter defined).     (d) Benefit Continuation. In the event benefit continuation under Section 4 wouldresult in the recognition of taxable income by the Executive, such continuation shall occuronly to the extent permitted in the exceptions contained in Treas. Reg. Section1.409A-1(a)(5) or 1.409A-1(b)(9)(v).     (e) Mandatory Applicability. In the event that the effectiveness, operation orapplicability of this Amendment is prevented, delayed or called into question under therequirements of Section 7 of this Agreement, this Section 21 shall nevertheless be fullyeffective to apply to all payments under this Agreement and any other payments from theCompany which are subject or pertinent to the application of the Code Section 409Arequirements, as determined by the Company.     (f) Definitions.          (i) For purposes of this Agreement, “Separation from Service” shall mean a “separationfrom service” by the Executive with respect to the Company within the meaning of Treas. Reg.Section 1.409A-1(h)(1).          (ii) For purposes of this Agreement, “Specified Employee” shall mean any personidentified as such as of the relevant time under Treas. Reg. Section 1.409A-1(i); provided,however, that a person’s “officer” status for purposes of the application of the rulesreferenced thereunder may be construed by the Company in a manner consistent with preventinga possible or inadvertent violation of the Specified Employee restrictions of Code Section409A.          (iii) For purposes of this Agreement, “Statutory Maximum” shall, with respect to aSpecified Employee, mean the “two (2) times the lesser of” amount described in Treas. Reg.1.409A-1(b)(9)(iii)(A).”10.7-2
 

 
     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its dulyauthorized officer, and the Executive has signed this Amendment, effective January 1, 2009.THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO         By: */s/ Douglas M. McKay* Douglas M. McKay      Chairman and Chief Executive Officer           Date: December 22, 2008                   By: */s/ James R. Reske* James R. Reske           Date: December 22, 2008          10.7-3