EX-10.18






EXHIBIT 10.18




AGREEMENT




THIS AGREEMENT (“Agreement”), dated as of                     , 2007, is entered into between
Horizon Bank, N.A. (“Bank”), a national banking association organized under the laws of the United
States of America, and Mark E. Secor (hereinafter referred to as “Employee”), an Indiana resident.



WITNESSETH:




WHEREAS, Bank is a subsidiary of Horizon Bancorp (“Holding Company”), a corporation formed under
the laws of the State of Indiana;



WHEREAS, Bank wishes to hire Employee to serve as its Chief Investment and Asset Liability Manager
responsible for managing and coordinating the Bank’s asset liability function, investment portfolio
and audit responsibilities; and



WHEREAS, because of Employee’s experience and familiarity with general banking affairs, Bank wishes
to assure that, in the event of a change in control of the Holding Company, Bank will continue to
have Employee available to perform duties substantially similar to those to be performed by
Employee and to continue to contribute to Bank’s growth and success; and



WHEREAS, Employee is willing to commit to the performance of such services for Bank upon the terms
and conditions set forth herein.



NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:



Employment. Bank hereby agrees that, effective upon a Change in Control of the Holding
Company, and provided that Employee is still serving as Chief Investment and Asset Liability
Manager of the Bank at that time, Bank will continue to employ Employee as Chief Investment and
Asset Liability Manager, to perform the duties described herein, and Employee hereby accepts such
employment on the terms and conditions stated herein. It is understood that, prior to such Change
in Control, this Agreement shall confer no rights of employment or other benefits (or obligations)
whatsoever upon Employee, and that Employee shall remain subject to termination at will.



For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if the
conditions or events set forth in any one or more of the following subsections occur:




	 	1.	 	Any merger, consolidation or similar transaction which involves Bank or Holding Company
and in which persons who are the shareholders of Bank or Holding Company immediately prior
to the transaction own, immediately after the transaction, shares of the surviving or
combined entity which possess voting rights equal to or less than 50 percent of the voting
rights of all shareholders of such entity, determined on a fully diluted basis;
	 
	 	2.	 	Any sale, lease, exchange, transfer or other disposition of all or any substantial part
of the consolidated assets of Bank or Holding Company;




136









 






	 	3.	 	Any tender, exchange, sale or other disposition (other than disposition of the stock of the
Holding Company or Bank in connection with bankruptcy, insolvency, foreclosure, receivership
or other similar transactions) or purchase (other than purchases by the Holding Company or
any Holding Company or Bank sponsored employee benefit plan, or purchases by members of the
board of directors of the Holding Company or Bank) of Shares which represent more than 25
percent of the voting power of the Holding Company or Bank; or
	 
	 	4.	 	During any period of two consecutive years individuals who at the date of this
Agreement constitute the Board cease for any reason to constitute at least a majority
thereof, unless the election of each director at the beginning of the period has been
approved by directors representing at least a majority of the directors then in office.
	 
	 	5.	 	Notwithstanding the foregoing, a Change in Control (A) will not occur as a result of
the issuance of stock by the Holding Company in connection with any public offering of its
stock; (B) will not be deemed to have occurred with respect to any transaction unless such
transaction has been approved or shares have been tendered by a majority of the
shareholders who are not Section 16(b) Persons; or (C) will not occur due to stock
ownership by the Horizon Bancorp Employees’ Stock Bonus Plan Trust, which forms a part of
the Horizon Bancorp Employees’ Stock Bonus Plan, or any other employee benefit plan.
	 
	 	6.	 	“Section 16(b)” Person means a person subject to potential liability under Section
16(b) of the 1934 Act with respect to transactions which involve equity securities of the
Holding Company.





Term of Employment. Subject to the provisions for termination set forth herein, the term
of Employee’s employment hereunder shall commence on the date a Change in Control occurs and shall
extend until one (1) year after the date of such Change in Control (such term, including any
extensions thereof shall herein be referred to as the “Term”). Notwithstanding the foregoing, this
Agreement shall automatically terminate (and the Term shall thereupon end) without notice when
Employee attains sixty-five (65) years of age.



Duties of Employee. During the Term, Employee shall be the Chief Investment and Asset
Liability Manager of the Bank and shall be responsible for managing and coordinating the Bank’s
asset liability function, investment portfolio and audit responsibilities. Additionally, Employee
shall perform such duties and responsibilities for Bank as may be assigned by Bank and which are
not unreasonably inconsistent with the duties described in the prior sentence; provided, however,
that such duties shall be performed in or from the principal executive offices of Bank, currently
located in Michigan City, Indiana. Employee shall not be required to be absent from the location
of Employee’s principal executive offices of Bank on travel status or otherwise more than thirty
(30) days in any calendar year. Bank shall not, without the written consent of Employee, relocate
or transfer Employee to a location more than thirty (30) miles from his principal residence.
During the Term, Employee shall devote substantially all business time, attention and energy, and
reasonable best efforts, to the interests and business of Bank and to the performance of Employee’s
duties and responsibilities on behalf of Bank. Employee may use his discretion in fixing the hours
and schedule of work consistent with the proper discharge of Employee’s duties. Employee, subject
to the direction and control of Bank’s President or Chief Executive Officer, shall have all power
and authority commensurate with Employee’s status and necessary to perform Employee’s duties
hereunder. So long as Employee is employed by Bank pursuant to this Agreement, Employee shall be
entitled to office space and working conditions consistent with the position as Chief Investment
and Asset Liability Manager. Bank shall provide Employee with such assistance and working
accommodations as are suitable to the character of the position with Bank and as are adequate for
the performance of Employee’s duties. 



137









 





Compensation. Employee’s basic annual salary as Chief Investment and Asset Liability
Manager (“Base Salary”) shall be Employee’s basic annual salary at the time of the Change in
Control. Such Base Salary shall be payable in accordance with Bank’s standard payroll practices.
The rate of Employee’s Base Salary shall be reviewed not less often than annually and may be
increased, but not decreased, from time to time in such amounts as the Bank’s President or the
Bank’s Chief Executive Officer in their discretion may determine. Any and all increases in
Employee’s salary pursuant to this Section shall cause the level of Base Salary to be increased by
the amount of each such increase for purposes of this Agreement. The increased level of Base
Salary as provided in this Section shall become the level of Base Salary for the remainder of the
Term until there is a further increase in Base Salary as provided herein. Such salary payments
shall be subject to the withholding of applicable income and employment taxes and other appropriate
and customary amounts.  



Vacation. During the Term, Employee shall be entitled to the number of weeks per calendar
year of paid vacation in effect for Employee upon the Change in Control as increased in accordance
with Bank’s vacation policy then in effect or as changed from time to time, but provided that such
vacation may not be decreased below that amount in effect on the date of the Change in Control.
Such vacation shall be utilized at such times when Employee’s absence will not materially impair
Bank’s normal business functions. Employee shall not be entitled to any additional compensation
for any unused and lapsed vacation time. In addition to the vacation described above, Employee
also shall be entitled to all paid holidays customarily given by Bank to its officers.



Other Benefits. The following shall apply with respect to Employee’s coverage by and
participation under employee benefit plans and programs sponsored or otherwise made available by
Bank.



During the Term, Employee shall be entitled to participate in or receive benefits under (i) any
life, health, hospitalization, medical, dental, disability or other insurance policy or plan, (ii)
pension, retirement or employee stock bonus plan, (iii) bonus or profit-sharing plan or program,
(iv) deferred compensation plan or arrangement, and (v) any other employee benefit plan, program or
arrangement, made available by Bank on the date of the Change in Control and from time to time in
the future to Bank’s officers and employees on a basis consistent with the terms, conditions and
overall administration of the foregoing plans, programs or arrangements and with respect to which
Employee is otherwise eligible to participate or receive benefits.



During the Term, Employee shall be entitled to receive such other benefits or participate in such
other activities as Employee participated in or was entitled to receive on the date of the Change
in Control, including but not limited to bonus or incentive plans, use of company cars, or payment
of membership fees to clubs and organizations, but this provision does not grant Employee any
greater benefits than Employee had in effect on the date of the Change in Control.



Expenses. Bank shall pay or reimburse Employee for all reasonable expenses actually
incurred or paid by Employee in the performance of services rendered by Employee pursuant to this
Agreement. Such expenses shall be supported by the documentary evidence required to substantiate
them as income tax deductions for Bank and promptly submitted for approval in accordance with
Bank’s standard practices. Employee shall attend, at Employee’s discretion, those professional
meetings, conventions and/or similar functions that Employee and Bank mutually deem appropriate and
useful for the purposes of keeping abreast of current developments in the industry and/or promoting
the interests of Bank.



138









 





Termination. Subject to the respective continuing obligations of the parties, including
but not limited to those set forth in Sections 10 and 11 below, Employee’s employment by Bank may
be terminated prior to the expiration of the Term as follows:




	 	1.	 	Bank, upon written notice to Employee, may terminate Employee’s employment with Bank
immediately for Cause. For purposes of this subsection 8(a), “Cause” shall be defined as
(i) personal dishonesty, (ii) incompetence, (iii) willful misconduct, (iv) willful
violation of any law, rule, regulation or Bank policy (other than traffic violations or
smaller offenses) or final cease-and-desist order, (v) any removal and/or permanent
prohibition from participating in the conduct of Bank’s or any Affiliate’s affairs by a
notice from a federal regulatory body having jurisdiction, or (v) any material breach of
any term, condition or covenant of this Agreement.
	 
	 	2.	 	Bank may terminate Employee’s employment with Bank without Cause at any time; provided,
however, that the “Date of Termination” for the purpose of determining benefits payable to
Employee under Section 6 hereof shall be the date which is thirty (30) days after Employee
receives written notice of such termination.
	 
	 	3.	 	Employee, by written notice to Bank, may terminate his employment with Bank immediately
for Good Reason. For purposes of this subsection 8(c), “Good Reason” shall be defined as:
(i) any action by Bank to remove Employee as Chief Investment and Asset Liability Manager,
except where Bank properly acts to remove Employee from such office for “Cause” as defined
in subsection 8(a) hereof; (ii) any action by Bank to materially eliminate, limit,
increase, or modify Employee’s duties and/or authority as Chief Investment and Asset
Liability Manager; (iii) any failure of Bank or Holding Company to obtain the assumption of
the obligation to perform this Agreement by any successor as contemplated in Section 18
hereof; or (iv) any intentional breach by Bank of a term, condition or covenant of this
Agreement.
	 
	 	4.	 	Employee, upon sixty (60) days written notice to Bank, may terminate his employment
with Bank without Good Reason.
	 
	 	5.	 	Employee’s employment with Bank shall terminate in the event of Employee’s death or
Disability. For purposes hereof, “Disability” shall be defined as Employee’s inability by
reason of illness or other physical or mental incapacity to perform the duties required by
Employee’s employment for any consecutive one hundred eighty (180) day period. Notice of
any termination by Bank because of Employee’s Disability shall be given to Employee prior
to the full resumption by him of the performance of such duties.





Compensation Upon Termination. In the event of termination of Employee’s employment with
Bank pursuant to Section 8 hereof, compensation shall continue to be paid by Bank to Employee as
follows:



In the event of termination pursuant to subsection 8(a) or 8(d), compensation provided for herein
(including Base Salary) shall continue to be paid, and Employee shall continue to participate in
the employee benefit, retirement, and compensation plans and other perquisites as provided in
Section 6 hereof, through the Date of Termination specified in the Notice of Termination. Any
benefits payable under insurance, health, retirement and bonus plans as a result of Employer’s
participation in such plans through such date shall be paid when due under those plans. The Date
of Termination specified in any Notice of Termination pursuant to subsection 8(a) shall be no later
than the last business day of the month in which said notice is provided to or by Employee.



139









 





In the event of termination pursuant to subsection 8(e), compensation provided for herein
(including Base Salary) shall continue to be paid, and Employee shall continue to participate in
the employee benefit, retirement, and compensation plans and other perquisites as provided in
Section 6 hereof, (i) in the event of Employee’s death, through the date of death, or (ii) in the
event of Employee’s Disability, through the date of proper notice of Disability as required by
subsection 8 (e). Any benefits payable under insurance, health, retirement and bonus plans as a
result of Bank’s participation in such plans through such date shall be paid when due under those
plans.



In the event of termination pursuant to subsection 8(b) or (c) the Employee’s Base Salary in effect
at the time of the Notice of Termination shall continue to be paid through the remaining Term of
this Agreement.



Non-Disclosure; Return of Confidential Information and Other Property.



Access to Confidential Information. Employee understands, acknowledges and agrees that
during the course of his employment with Bank he will gain information regarding, knowledge of and
familiarity with the Confidential Information (as hereinafter defined) of Bank and its Affiliates
and that if the Confidential Information was disclosed by Employee, Bank would suffer irreparable
damage and harm. Employee understands, acknowledges and agrees that the Confidential Information
derives substantial economic value from, among other reasons, not being known or readily
ascertainable by proper means by others who could obtain economic value therefrom upon disclosure.
Employee acknowledges and agrees that Bank uses reasonable means to maintain the secrecy and
confidentiality of the Confidential Information. For purposes of this Agreement the term
“Affiliate” means Holding Company and all subsidiaries of Holding Company and its subsidiaries.



Non-Disclosure. At all times while Employee is employed by Bank, and at all times
thereafter, Employee shall not (i) directly or indirectly disclose, provide or discuss any
Confidential Information with or to any Person other than those directors, officers, employees,
representatives and agents of Bank and any Affiliates who need to know such Confidential
Information for a proper corporate purpose, and (ii) directly or indirectly use any Confidential
Information (A) to compete against Bank or any Affiliates, or (B) for Employee’s own benefit or for
the benefit of any Person other than Bank or any Affiliate.



Confidential Information Defined. For purposes of this Agreement, the term “Confidential
Information” means any and all:




	 	1.	 	materials, records, data, documents, lists, writings and information (whether in
writing, printed, verbal, electronic, computerized, on disk or otherwise) (A) relating or
referring in any manner to the business, operations, affairs, financial condition, results
of operation, cash flow, assets, liabilities, sales, revenues, income, estimates,
projections, policies, strategies, techniques, methods, products, developments, suppliers,
relationships and/or customers of Bank or any Affiliate that are confidential, proprietary
or not otherwise publicly available, in any event not without a breach of this Agreement,
or (B) that Bank or any Affiliate has deemed confidential, proprietary or nonpublic;
	 
	 	2.	 	trade secrets of Bank or any Affiliate, as defined in Indiana Code Section 24-2-3-2, as
amended, or any successor statute; and
	 
	 	3.	 	any and all copies, summaries, analyses and extracts which relate or refer to or
reflect any of the items set forth in (i) or (ii) above. Employee agrees that all
Confidential Information is confidential and is and at all times shall remain the property
of, as applicable, Bank or any of the Affiliates.




140









 











Definition of Person. For purposes of this Agreement, the term “Person” shall mean any
natural person, proprietorship, partnership, corporation, limited liability corporation, bank,
organization, firm, business, joint venture, association, trust or other entity and any government
agency, body or authority.



Return of Confidential Information and Other Property. Employee covenants and agrees:




	 	1.	 	to keep all Confidential Information subject to Bank’s or any Affiliate’s custody and
control and to promptly return to Bank or the appropriate Affiliate all Confidential
Information that is still in Employee’s possession or control at the termination of
Employee’s employment with Bank; and
	 
	 	2.	 	promptly upon termination of Employee’s employment with Bank, to return to Bank, at
Bank’s principal office, all vehicles, equipment, computers, credit cards and other
property of Bank and to cease using any of the foregoing.





Non-Solicitation. Employee hereby understands, acknowledges and agrees that, by virtue of
his position with Bank and any Affiliates, Employee will have advantageous familiarity and personal
contacts with the customers, wherever located, of Bank or any of the Affiliates and has and will
have advantageous familiarity with the business, operations and affairs of Bank or any of the
Affiliates. In addition, Employee understands, acknowledges and agrees that the business of Bank
and the Affiliates is highly competitive. Accordingly, at all times while Employee is employed by
Bank or any of the Affiliates and for a period of one (1) year following the Date of Termination,
Employee shall not, directly or indirectly, or individually or together with any other Person, as
owner, shareholder, investor, member, partner, proprietor, principal, director, officer, employee,
manager, agent, representative, independent contractor, consultant or otherwise:




	 	1.	 	Solicit in any manner, seek to obtain or service any business of any Person who is or
was a customer or an active prospective customer of Bank or any of the Affiliates during
the two (2) year period prior to the Date of Termination; or
	 
	 	2.	 	Request or advise any customers, suppliers, vendors or others who were doing business
with Bank or any of the Affiliates during the two (2) year period prior to the Date of
Termination, or any other Person, to terminate, reduce, limit or change their business or
relationship with Bank or any of the Affiliates; or
	 
	 	3.	 	Induce, request or attempt to influence any employee of Bank or any of the Affiliates
who was employed by Bank or any Affiliates during the two (2) year period prior to the Date
of Termination, to terminate his employment with Bank or any of the Affiliates.





Periods of Noncompliance and Reasonableness of Periods. Bank and Employee understand,
acknowledge and agree that the restrictions and covenants contained in Sections 10 and 11 hereof
are reasonable in view of the nature of the business in which Bank and the Affiliates are engaged,
Employee’s position with Bank and the Affiliates and Employee’s advantageous knowledge of and
familiarity with the business, operations, affairs and customers of Bank and the Affiliates. The
time periods during which the restrictions and covenants of Sections 10 and 11 are applicable will
be extended by a period of time equal to any period during which Employee is not in compliance with
such restrictions and covenants.



141









 





Bank’s obligation to pay the amounts otherwise payable to Employee pursuant to this Agreement shall
immediately terminate in the event that Employee breaches any of the provisions of Sections 10 and
11 hereof. Notwithstanding the foregoing:




	 	1.	 	the covenants of Employee set forth in Sections 10 and 11 hereof shall continue in full
force and effect and be binding upon Employee;
	 
	 	2.	 	Bank shall be entitled to the remedies specified in Section 14 hereof; and
	 
	 	3.	 	Bank shall be entitled to its damages, costs and expenses (including, without
limitation, reasonable attorneys fees and expenses) resulting from or relating to
Employee’s breach of any of the provisions of Sections 10 and 11 hereof.





Survival of Certain Provisions. Upon any termination of Employee’s employment with Bank,
Employee hereby expressly agrees that the provisions of Sections 10, 11, 13 and 14 hereof shall
continue to be in full force and effect and binding upon Employee in accordance with the respective
provisions of such Sections.



Remedies. Employee agrees that Bank or an Affiliate will suffer irreparable damage and
injury and will not have an adequate remedy at law in the event of any actual, threatened or
attempted breach by Employee of any provision of Section 10 or 11. Accordingly, in the event of a
breach or a threatened or attempted breach by Employee of any provision of Section 10 or 11, in
addition to all other remedies to which Bank and Affiliates are entitled at law, in equity or
otherwise, Bank and Affiliates may be entitled to a temporary restraining order and a permanent
injunction or a decree of specific performance of any provision of Section 10 or 11. The foregoing
remedies shall not be deemed to be the exclusive rights or remedies of Bank or an Affiliate for any
breach of or noncompliance with this Agreement by Employee but shall be in addition to all other
rights and remedies available to Bank or an Affiliate at law, in equity or otherwise.



Notice of Termination. Any termination of Employee’s employment with Bank as contemplated
by Section 8 hereof, except in the circumstances of Employee’s death, shall be communicated by
written “Notice of Termination” by the terminating party to the other party hereto. Any Notice of
Termination pursuant to subsections 8(a), 8(b), 8(c) or 8(e) shall indicate the specific provisions
of this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for such termination.



Employee Discipline. If Employee is suspended and/or temporarily prohibited from
participating in the conduct of Bank’s or any Affiliates’ affairs by a notice from the Comptroller
of the Currency or other applicable regulatory body having jurisdiction, Bank’s obligations under
this Agreement shall be suspended as of the date of service of such notice, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, Bank shall (i) pay Employee
all or part of the compensation withheld while its obligations under this Agreement were suspended
and (ii) reinstate (in whole or in part) any of its obligations which were suspended.



If Employee is removed and/or permanently prohibited from participating in the conduct of Bank’s or
any affiliates’ affairs by an order issued from the Comptroller of the Currency or other applicable
regulatory body having jurisdiction, all obligations of Bank under this Agreement shall terminate
as of the effective date of the Order, although the vested rights of the parties to the Agreement
shall not be affected.



142









 





Tax Payments. Anything in this Agreement to the contrary notwithstanding, in the event
Bank’s independent public accountants determine that any payment by Bank to or for the benefit of
Employee, whether paid or payable pursuant to the terms of this Agreement, would be non-deductible
by Employer for federal income tax purposes because of Section 280G of the Internal Revenue Code,
the amount payable to or for the benefit of Employee pursuant to the Agreement shall be reduced
(but not below zero) to the Reduced Amount. For purposes of this Section 17, the “Reduced Amount”
shall be the amount which maximizes the amount payable without causing the payment to be
non-deductible by Bank because of Section 280G of the Internal Revenue Code.



Successors and Assigns. This Agreement is binding upon and shall be for the benefit of the
successors and assigns of Bank, including any corporation or any other form of business
organization with which Bank may merge or consolidate, or to which it may transfer substantially
all of its assets. This Agreement may not be assigned by Bank without the prior written consent of
Employee, which consent shall not be unreasonably withheld. The Agreement will also be binding
upon, enforceable against, and inure to the benefit of Employee and Employee’s heirs and
representatives, and nothing herein is intended to confer any right, remedy or benefit upon any
other person. Employee shall not assign his interest in this Agreement or any part thereof.



Consent of Bank. Any act, request, approval, consent or opinion of Bank under this
Agreement, must be in writing and may be authorized, given or expressed only by the Bank’s
President or Chief Executive Officer, or by such other person as the Bank’s Board may designate.



Notices. For purposes of this Agreement, notices and all other communications provided for
herein shall be in writing and shall be deemed to have been given when delivered or mailed by
United States registered or certified mail, return receipt requested, postage prepaid, addressed as
follows:



	 	 	 	 	 	 	 
	 

	 	(A)
	 	If to Employee:
	 	Mark E. Secor
	 

	 	 	 	 	 	3583 W. Pawnee Drive 
	 

	 	 	 	 	 	La Porte, IN 44350
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	If to Bank:
	 	Horizon Bank, N. A.
	 

	 	 	 	 	 	515 Franklin Square 
	 

	 	 	 	 	 	Michigan City, Indiana 46360
	 

	 	 	 	 	 	Attn: Human Resource Director






Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Indiana applicable to contracts made and to be performed therein.



Enforcement Expenses. If a dispute arises regarding the termination of Employee pursuant
to Section 8 above or as to the interpretation or enforcement of this Agreement and Employee
obtains a final judgment in Employee’s favor in a court of competent jurisdiction or Employee’s
claim is settled by Bank prior to the rendering of a judgment by such a court, all reasonable legal
fees and expenses incurred by Employee in contesting or disputing any such termination or seeking
to obtain or enforce any right or benefit provided for in this Agreement or otherwise pursuing his
claims shall be paid by Bank (except as otherwise decided in any settlement between the parties) to
the extent permitted by law.



143









 





Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto
with respect to its subject matter, merges and supersedes all prior and contemporaneous
understandings with respect to its subject matter, and may not be waived or modified, in whole or
in part, except by a writing signed by each of the parties hereto. No waiver of any provision of
this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in
any other instance.



Headings. The headings in this Agreement have been inserted solely for ease of reference
and shall not be considered in the interpretation or construction of this Agreement.



Successors. Bank shall require any successor (whether direct or indirect, by purchase,
merger, consolidation share exchange, combination or otherwise) to all or substantially all of the
business and/or assets of Bank, to expressly assume and agree, in writing, to perform this
Agreement and any successor shall absolutely and unconditionally assume all of Bank’s obligations
hereunder. Failure of Bank to obtain such agreement prior to the effectiveness of any such
succession shall be a material breach of this Agreement and shall entitle Employee to terminate
employment with Bank pursuant to subsection 8(c) hereof. As used in this Agreement, “Bank” shall
mean the Bank as hereinbefore defined and any successor to its business and/or assets.



Severability. If any provision of this Agreement is held to be invalid or unenforceable by
a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such
provision were severed or limited or such payment reduced, but only to the extent necessary to
render such provision and this Agreement enforceable.



Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be an original, but all of which together shall constitute one and the same instrument.



Amendment. This Agreement may be amended, modified or supplemented only by a written
agreement executed by both of the parties hereto.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Printed: Craig M. Dwight	 	 
	 	 	Title: Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	Printed: Mark E. Secor	 	 
	 	 	Title: Chief Investment and Asset Liability Manager	 	 







144