notice of his intentions in accordance with Section 17 of this Agreement. Not later thanSeptember 19, 2009, and prior to each September 19th thereafter, the Board will review Executive’sperformance for purposes of determining whether to extend the term of this Agreement and willinclude the rationale and results of its review in the minutes of its meeting. Executive shallreceive notice as soon as possible after such review as to whether the Agreement will be extendedfor an additional year.     **4. ****Base Compensation.** Throughout the term of this Agreement, Executive shall beentitled to receive an annual base salary of $160,000 (“BaseSalary”) from Exchange. The BaseSalary shall be paid as and when accrued, in accordance with Exchange’s normal payrollschedule.     **5. ****Bonus/Commissions**. During the term of this Agreement, Executive shall receive25% of all first-year commissions generated by any salesperson of Exchange (includingExecutive) from sales of new insurance policies. Commissions will be paid on a monthly basis.Effective as of the Effective Date, Executive will no longer receive any commissions from thesales or renewals of insurance policies to Coveralls of North America. In addition,Executive shall receive an annual bonus equal to 20% of the year-over-year growth in Exchange’s annualaudited net income (excluding any net income effect from the completion of any agencyacquisition). Bonuses will be paid within two and a half months after the end of the fiscalyear for which the bonus is earned. The Executive must be employed through the end of Exchange’sfiscal year to be entitled to receive an annual bonus.     **6. ****Benefit Plans.** Executive shall be eligible to participate in the employee welfarebenefit plans Exchange maintains for the benefit of its employees on the same terms as otheremployees. As of the effective date of this Agreement, those benefits include group-term lifeinsurance, health and dental insurance and short- and long- term group disability insurance.Executive shall also be eligible to participate in the Bank’s employee stock ownership planand retirement savings plan.     **7. ****Vacation and Leave.** Executive may take up to five (5) weeks paid vacation andthree (3) paid personal days annually. Any other leave may be taken in accordance withExchange’s general personnel policies. Executive shall not be charged leave of any kind forattendance at professional meetings, seminars or continuing education programs.     **8. ****ExpensePayments/Reimbursements/Fringe Benefits.**          a. Exchange will reimburse Executive for all reasonable and documentedout-of-pocket business expenses (including, but not limited to, business cell phone use,parking, business entertainment, seminars and membership fees for organizations approved by the Boardand dues for such organizations) incurred in connection with his services under thisAgreement. Prior to reimbursement by Exchange, Executive must submit expenses to the Chief OperatingOfficer of the Bank for approval and substantiate the payment of all expenses in accordancewith applicable policies of Exchange and the Bank.          b. During the term of this Agreement, Executive may continue his use of a2004 Acura TL owned by Exchange. All costs associated with insuring and maintaining thevehicle will be paid for by Exchange.
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     **9. ****Loyaltyand Confidentiality****.**          a. *Confidentiality.* Executive acknowledges that Exchange now has and will develop inthe future, and that Executive has learned and will learn in the future, valuable ProprietaryInformation (as defined below) relating to the business of soliciting, selling, renewing,negotiating and placing insurance policies and related products and services (the “Business”).Executive covenants and agrees to keep the Proprietary Information in confidence and to use hisbest efforts, for as long as this agreement remains in effect and for a period (the “RestrictionPeriod”) commencing on the Effective Date and ending two (2) years after the date on whichExecutive ceases to be employed by Exchange or any affiliate of Exchange (the “Termination Date”),to prevent its dissemination other than in the normal and proper course of his duties or asauthorized in writing by the Board. Executive further covenants and agrees to use the ProprietaryInformation exclusively for the benefit of Exchange during the Restriction Period.          b. *Proprietary Information.* “Proprietary Information” shall include, but not belimited to, the following types of information regarding Exchange: corporate information,including contractual arrangements, plans and strategies; marketing information, including salesor product plans, strategies, tactics, methods, prospects, market research data, customer andpotential customer lists; financial information, including cost and performance data; andoperational information, including manufacturing processes and methods, trade secrets, andtechnical data; and personal information, including personnel lists. Proprietary Informationincludes, and is limited to, that information which is not generally known and is protected asconfidential by Exchange using reasonable efforts, and does not include general skills, knowledge,personal contacts and experience acquired by Executive prior to and during his employment withExchange. Any Proprietary Information developed by Executive during the term of this Agreementshall be the property of Exchange.          c. *Non-Solicitation.* Executive agrees that during the Restriction Period, heshall not, directly or indirectly, for his own account or as agent, servant or employee of anybusiness entity, hire, offer to hire or in any other manner persuade or attempt to persuadeany officer or employee of Exchange or any affiliate of Exchange to discontinue or otherwisematerially and adversely alter the terms of his or her relationship with Exchange.          d. *Corporate Documents.* Executive agrees that all documents of any naturepertaining to activities of Exchange or to any of the foregoing matters in his possession atany time, including, without limitation, memoranda, notebooks, notes, data sheets, and records,are and shall be the property of Exchange and that they and all copies of them shall besurrendered to Exchange whenever requested by Exchange from time to time and with or without request upontermination of Executive’s employment.          e. *Non-Competition.* Executive agrees and covenants that he will not,directly or indirectly, whether as an officer, director, consultant, employee, representative,agent, owner (other than as an owner of less than a 5% interest of a publicly-traded company) orotherwise, (i) during the Non-Compete Period (as defined below), engage in providing servicesto any Competing Business within a thirty (30) mile radius of any office maintained byExchange or an affiliate of Exchange (including all offices and branches of the Bank) on thedate hereof or on the Termination Date, or (ii) during the Restriction Period, solicitbusiness
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from, or market services or products to, any person or entity which was, during a period of one(1) year prior to the Termination Date, a customer of Exchange, with respect to the Business orwith respect to any other products or services offered by Exchange (or which the Exchange madeplans or took preparatory steps to offer) during the aforesaid one-year period. “CompetingBusiness” means the solicitation, sale, renewal, negotiation or placement of insurancepolicies and related products and services. “Non Compete Period” means the period commencing onthe Effective Date and continuing to the Termination Date, provided that, in the case of atermination of this Agreement without Cause by Exchange the Non Compete Period shall end on thedate on which Exchange ceases to pay Executive’s Base Salary and commissions pursuant toSection 10(f), and in the case of any other termination of the Executive’s employment, theNon Compete Period shall end on the two year anniversary of Executive’s Termination Date.     **10. ****Termination and Termination Pay.** Executive or Exchange may terminateExecutive’s employment under the following circumstances:          a.*Death.* Executive’s employment under this Agreement shall terminate upon his death duringthe term of this Agreement, in which event Executive’s estate shall receive any unpaid Base Salaryand commission due to Executive through the last day of the calendar month in which his deathoccurred, paid in accordance with regular payroll practices.          b. *Retirement.* This Agreement shall terminate upon Executive’s retirementunder the retirement benefit plan or plans in which he participates pursuant to Section 6 ofthis Agreement or otherwise, in which case Executive shall receive any unpaid Base Salary andcommission due to him through the Termination Date, paid in accordance with regular payrollpractices.          c. *Disability.*          i. The Board or Executive may terminate Executive’s employment after havingdetermined Executive has suffered a Disability. For purposes of this Agreement,“Disability” or “Disabled” means a physical or mental infirmity that impairs Executive’sability to substantially perform his duties under this Agreement and results in Executivebecoming eligible for long-term disability benefits under any long-term disability plansof Exchange (or, if no such benefits exist, that impairs Executive’s ability tosubstantially perform his duties under this Agreement for a period of at least one hundredeighty (180) consecutive days). The Board, in good faith, shall determine whether or notExecutive becomes and continues to be permanently Disabled for purposes of this Agreement,based upon competent medical advice and other factors that the Board reasonably believesto be relevant. As a condition to any benefits, the Board may require Executive to submitto physical or mental evaluations and tests as the Board or its medical experts deemreasonably appropriate (copies of which shall promptly be provided to Executive and/or hisdesignated representative).          ii. In the event of his Disability, Executive shall no longer be obligated to performservices under this Agreement. Exchange will make Disability payments, each in an amountequal to sixty percent (60%) of Executive’s monthly rate of Base Salary in effect as of thedate of his termination of employment due to Disability and average monthly commissions(based on the twelve-month period ending on the date of Disability). Exchange will makeDisability payments on a monthly basis commencing
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on the first day of the month following the effective date of Executive’s termination ofemployment due to Disability and ending on the earlier of:(A) the date he returns to full-timeemployment with Exchange in the same capacity as he was employed prior to his termination forDisability; (B) his death; (C) his attainment of age 65; or (D) the date the then-current term ofthe Agreement would have expired had Executive’s employment not terminated by reason ofDisability. Executive will reduce Disability pay otherwise due to Executive under this provisionby the amount of any short- or long-term disability benefits payable to Executive under any otherdisability programs sponsored by Exchange or by the Bank; provided, that any such benefitsreceived after Executive’s right to receive Disability payments under this Agreement shall haveterminated shall be the property of Executive, and, if received by Exchange, shall be promptlypaid over to Executive. In addition, during any period of Executive’s Disability, Exchange shallcontinue to provide Executive and his dependents, to the greatest extent possible, all benefits(including, without limitation, benefits under retirement plans and medical, dental and lifeinsurance plans) provided to Executive and his dependents prior to his Disability, on the sameterms as if Executive remained actively employed by Exchange.     d. *Termination for Cause.*          i. The Board, by written notice to Executive in the form and manner specified in Section10(d)(ii), may immediately terminate Executive’s employment at any time for “Cause”. Executiveshall have no rights to receive compensation or other benefits for any period after terminationfor Cause, except for already vested benefits. Termination for “Cause” shall mean terminationbecause of, in the good faith determination of the Board, Executive’s:(1) Personal dishonesty;(2) Incompetence;(3) Willful misconduct;(4) Breach of fiduciary duty involving personal profit;(5) Intentional failure to perform duties under this Agreement;(6) Willful violation of any law, rule or regulation (other thantraffic violations or similar offenses) that reflects adversely on thereputation of the Bank, any felony conviction, any violation of lawinvolving moral turpitude, or any violation of a finalcease-and-desist order; or(7) Material breach by Executive of any provision of thisAgreement.          ii. Notwithstanding the foregoing, Executive’s termination for Cause will not become effectiveunless Exchange has delivered to Executive a copy of a resolution duly adopted by the affirmativevote of a majority of the disinterested membership of the Board, at a meeting of the Board calledand held for the purpose of
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finding that, in the good faith opinion of the Board (after sixty (60) days’ notice toExecutive and an opportunity for Executive to be heard before the Board with counsel),Executive was guilty of the conduct described above and specifying the particulars of hisconduct.          e. *Voluntary Termination by Executive.* In addition to his other rights toterminate employment under this Agreement, Executive may voluntarily terminate employmentduring the term of this Agreement upon at least sixty (60) days’ prior written notice to theBoard. Upon Executive’s voluntary termination, Executive will receive only his Base Salary,commissions earned, vested rights and employee benefits due to him through the TerminationDate, paid in accordance with regular payroll practices.          f. *Without Cause.*          i.In addition to termination pursuant to Sections 10(a) through10(e), the Board may, upon providing written notice to Executive, immediately terminate his employmentat any time for a reason other than Cause (a termination “Without Cause”).          ii. In the event of his termination of employment under this Section 10(f),Executive shall continue to receive: benefits under Section 6 hereof; his BaseSalary at the rate in effect at his Termination Date; and average monthly commissions(based on the twelve-month period ending on the Termination Date) for the then-remainingterm of the Agreement, paid in accordance with regular payroll practices.          g.*Change in Control.* In the event that the employment of the Executive isinvoluntarily terminated within one (1) year of a Change in Control (as defined in Section10(i) below) Executive shall be entitled to the following benefit:          i. a lump sum payment equal to three (3) times Executive’s Base Salary and averageyearly commission as of the date of the Change in Control; and          ii. continuation at Exchange’s expense of health and dental coverage for Executive andhis dependents for a period not to exceed the earlier of (i) thirty-six (36) months fromExecutive’s termination date; (ii) Executive’s employment with another employer; or (iii)Executive’s death.          h. *Definition of Change in Control.* For purposes of this Agreement, a“Change in Control” means any of the following events:          i. *Merger.* The Company merges into or consolidates with another corporation,or merges another corporation into the Company, and as a result, less than a majority ofthe combined voting power of the resulting corporation immediately after the merger orconsolidation is held by persons who were stockholders of the Company immediately beforethe merger or consolidation.          ii.*Acquisition of Significant Share Ownership.* There is filed, or required tobe filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G)required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if theschedule discloses that the filing person or persons acting in concert has or
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have become the beneficial owner(s) of 25% or more of a class of the Company’s votingsecurities, but this clause (ii) shall not apply to beneficial ownership of Company votingshares held in a fiduciary capacity by an entity of which the Company directly orindirectly beneficially owns 50% or more of its outstanding voting securities.          iii. *Change in Board Composition.* During any period of two consecutive years,individuals who constitute the Company’s Board of Directors at the beginning of the two-yearperiod cease for any reason to constitute at least a majority of the Company’s Board ofDirectors; provided, however, that for purposes of this clause (iii), each director who isfirst elected by the board (or first nominated by the board for election by thestockholders) by a vote of at least two-thirds (2/3) of the directors who were directors atthe beginning of the two-year period shall be deemed to have also been a director at thebeginning of such period; or          iv. *Sale of Assets.* The Company sells to a third party all or substantiallyall of its assets.     Notwithstanding anything in this Agreement to the contrary, in no event shall thereorganization of the Bank from the mutual holding company form of organization to the full stockholding company form of organization (including the elimination of the mutual holding company)constitute a “Change in Control” for purposes of this Agreement.          i. *Limitation of Benefits Under Certain Circumstances.* If the payments and benefitspursuant to Section 10 of this Agreement, either alone or together with other payments andbenefits which Executive has the right to receive from Exchange or an affiliate of Exchange, wouldconstitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986,as amended (the “Code”), the payments and benefitspursuant to Section 10 shall be reducedor revised, in the manner determined by Executive, by the amount, if any, which is the minimumnecessary to result in no portion of the payments and benefits under Section 10 beingnon-deductible to Exchange or an affiliate of Exchange pursuant to Section 280G of the Code andsubject to the excise tax imposed under Section 4999 of the Code. The determination of anyreduction in the payments and benefits to be made pursuant to Section 10 shall be basedupon the opinion of the Company and the Bank’s independent public accountants and paid for by theCompany and the Bank. In the event that the Company, the Bank and/or Executive do not agree withthe opinion of such counsel, (i) Exchange shall pay to Executive the maximum amount of paymentsand benefits pursuant to Section 10, as selected by Executive, which such opinionindicates there is a high probability do not result in any of such payments and benefits beingnon-deductible to Exchange or an affiliate of Exchange and subject to the imposition of the excisetax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, andExecutive shall have the right to demand that they request, a ruling from the Internal RevenueService (the “IRS”) as to whether the disputed payments and benefits pursuant to Section10 have such consequences. Any such request for a ruling from the IRS shall be promptlyprepared, filed and paid for by the Company and the Bank, but in no event later than thirty (30)days from the date of the opinion of counsel referred to above, and shall be subject toExecutive’s approval prior to filing, which shall not be unreasonably withheld. The Company, theBank, Exchange and Executive agree to be bound by any ruling received from the IRS and to makeappropriate payments to each other to reflect any such rulings, together with interest at theapplicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein
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shall, result in a reduction of any payments or benefits to which Executive may be entitled upontermination of employment other than pursuant to Section 10 hereof, or a reduction in thepayments and benefits specified in Section 10 below zero.     **11.****Indemnification and Liability Insurance.**          a. *Indemnification.* Exchange agrees to indemnify Executive (and his heirs,executors, and administrators) under this Agreement, and to advance expenses related to thisindemnification, to the fullest extent permitted under applicable law and regulations againstany and all expenses and liabilities that Executive reasonably incurs in connection with orarising out of any action, suit, or proceeding in which he becomes involved by reason of his servicehereunder (whether or not Executive continues to serve as such at the time of incurring theexpenses or liabilities). Covered expenses and liabilities include, without limitation,judgments, court costs, attorneys’ fees and the costs of reasonable settlements (subject to Boardapproval), provided legal action is brought against Executive in his capacity as an Executive or boardmember of Exchange or any of its affiliates. Indemnification for expenses shall not extendto matters related to Executive’s termination for “Cause.” Notwithstanding anything in thisSection 11 (a) to the contrary, Exchange shall not be required to provide any indemnificationotherwise prohibited by applicable law or regulation. The obligations of this Section 11 (a) shallsurvive the term of this Agreement (including extensions thereof) by a period of six (6) years.          b. *Insurance.* During the period in which Exchange must indemnifyExecutive, Exchange, at its expense, will arrange for Executive’s (and his heirs, executors,and administrators) coverage under a directors’ and officers’ liability policy at least equivalentto the insurance coverage provided to directors and other senior executives of Exchange.     **12. ****Reimbursementof Executive’s Expenses to Enforce this Agreement**. Exchange will reimburse Executive for all out-of-pocket expenses, including, without limitation,reasonable attorneys’ fees that Executive incurs in connection with his successful enforcement ofExchange’s or the Company’s obligations under this Agreement. Successful enforcement shall mean thegrant of an award of money or the requirement that Exchange or the Company take some actionspecified by this Agreement: as a result of court order; or otherwise following an initial failureby Exchange or the Company to pay such money or take such action promptly following receipt of awritten demand from Executive stating the reason that Exchange or the Company must make payment ortake action under this Agreement.     **13. ****Injunctive Relief.** Upon a breach or threatened breach of the prohibitions upondisclosure contained in Section 9 of this Agreement, the parties agree that there isno adequate remedy at law for such breach, and Exchange shall be entitled to injunctive relief restrainingExecutive from such breach or threatened breach, but such relief shall not be the exclusiveremedy for a breach of this Agreement. The parties to this Agreement further agree thatExecutive, without limitation, may seek injunctive relief to enforce Exchange’s obligationsunder this Agreement.     **14. ****Source of Payments.** All payments provided for in this Agreement shall betimely paid in cash or check from the general funds of Exchange. The Company, however,unconditionally guarantees payment and provision of all amounts and benefits due under thisAgreement. In the event Exchange does not pay such amounts or provide such benefits, theyshall be paid or provided by the Company.
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     **15. ****Successors and Assigns.** This Agreement shall inure to the benefit of and bebinding upon any corporate or other successor of Exchange and the Company which shallacquire, directly or indirectly, by merger, consolidation, purchase or otherwise,all or substantially all of the assets of Exchange and the Company. Since Exchange has contracted forthe unique and personal skills of Executive, Executive shall not assign or delegate his rightsor duties hereunder without first obtaining the written consent of Exchange.     **16. No Mitigation.** Executive shall not be required to mitigate the amount of anypayment provided for in this Agreement by seeking other employment or otherwise and nopayment under this Agreement shall be offset or reduced by any compensation or benefitsprovided to Executive in any subsequent employment.     **17.****Notices.** All notices, requests, demands and other communications made inconnection with this Agreement shall be made in writing and shall be deemed to have been givenwhen delivered by hand or 48 hours after mailing at any general or branch United States PostOffice, by registered or certified mail, postage prepaid, addressed to Exchange at its principalbusiness office and to Executive at his home address as maintained in the records of Exchange.     **18. ****No Plan Created by this Agreement.** Executive, Exchange and the Companyexpressly declare and agree that this Agreement was negotiated between them and that noprovision or provisions of this Agreement are intended to, or shall be deemed to, create anyplan for purposes of the Employee Retirement Income Security Act or any other law or regulation,and each party expressly waives any right to assert the contrary. Any party who makes such anassertion in any judicial or administrative filing, hearing, or process shall have materiallybreached this Agreement upon making the assertion.     **19. ****Amendments.** No amendments or additions to this Agreement will bind theparties unless made in writing and signed by all of the parties, except as herein otherwisespecifically provided.     **20. ****Applicable Law.** Except to the extent preempted by federal law, Pennsylvanialaw shall govern this Agreement in all respects, whether as to its validity, construction,capacity, performance or otherwise.     **21. ****Severability.** The provisions of this Agreement shall be deemed severable andthe invalidity or unenforceability of any provision shall not affect the validity orenforceability of the other provisions of this Agreement.     **22. ****Headings.** Headings contained in this Agreement are for convenience ofreference only.     **23. ****Prior Agreements.** This Agreement, together with any understanding ormodifications thereof as agreed to in writing by the parties, shall constitute the entireagreement among the parties hereto with respect to the subject matter hereof, other than writtenagreements with respect to specific plans, programs or arrangementsdescribed in Sections 5 and 6, andthat certain employment agreement by and between Executive and the Bank dated May 29, 2002, andsupersedes and replaces in its entirety the agreement between the Executive and Exchange datedJune 1, 2002.
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     **24. ****Serviceon the Boards of Directors.** The Executive serves as a member of the board of directors of Exchange, the Company and the Bank. The board of directors of each of theCompany, Exchange and the Bank shall undertake every lawful effort to ensure that the Executivecontinues throughout the term of his employment to be elected or reelected as a director ofExchange, the Company and the Bank. Notwithstanding anything in this Agreement to the contrary, theExecutive shall be deemed to have resigned as a director of each of the Company, Exchange and theBank effective immediately after termination of the Executive’s employment under Article 10of this Agreement, regardless of whether the Executive submits a formal, written resignation asdirector.     **25. ****Required Provisions.** In the event any of the foregoing provisions of thisAgreement are in conflict with the terms of this Section 25, this Section 25shall prevail.          a. The Board may terminate Executive’s employment at any time, but anytermination by the Board, other than termination for Cause, shall not prejudice Executive’sright to compensation or other benefits under this Agreement. Executive shall not have the right toreceive compensation or other benefits (except for already vested benefits) for any periodafter termination for Cause as defined in Section 10 of this Agreement.          b. If Executive is suspended from office and/or temporarily prohibited fromparticipating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Sec.1818(e)(3) or (g)(1), the Bank’sobligations under this Agreement shall be suspended as of the date of service, unless serviceis stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank mayin its discretion: (i) pay Executive all or part of the compensation withheld while contractobligations were suspended; and (ii) reinstate (in whole or in part) any of the obligationswhich were suspended.          c. If Executive is removed and/or permanently prohibited from participatingin the conduct of the Bank’s affairs by an order issued underSection 8(e)(4) or 8(g)(1) ofthe Federal Deposit Insurance Act, 12 U.S.C. Sec. 1818(e)(4) or (g)(l), all obligations of theBank under this Agreement shall terminate as of the effective date of the order, but vested rightsof the contracting parties shall not be affected.          d.If the Bank is in default as defined in Section 3(x)(1) of the FederalDeposit Insurance Act, 12 U.S.C. Sec. 1813(x)(1), all obligations of the Bank under thisAgreement shall terminate as of the date of default, but this paragraph shall not affect anyvested rights of the contracting parties.          e. All obligations of the Bank under this Agreement shall be terminated,except to the extent determined that continuation of the Agreement is necessary for thecontinued operation of the institution: (i) by the Director of the OTS (or his designee) or the FDIC, atthe time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank underthe authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C.Sec. 1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director(or his designee) approves a supervisory merger to resolve problems related to the operations of theBank or when the Bank is determined by the Director to be in an unsafe or unsound condition.Any rights of the parties that have already vested, however, shall not be affected by suchaction.
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          f. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to andconditioned upon compliance with 12 U.S.C. Section 1828(k) and 12 C.F.R. Sec. 545.121 and any rulesand regulations promulgated thereunder.*                *                *
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     **IN WITNESS WHEREOF,**the parties hereto have executed this Agreement on the date firstset forth above.         Attest:   **EXCHANGE UNDERWRITERS, INC.**           /s/ John G. Robinson    By: /s/ Patrick G. O’Brien                **EXECUTIVE**           /s/ Maria Walther   /s/ Richard B. Boyer           Witness   Richard B. Boyer               **FEDFIRST FINANCIAL CORPORATION***(as guarantor)*               By: /s/ John G. Robinson           
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