TO PROVIDE THAT (A) THE AGGREGATE AMOUNT OF DEATH BENEFIT PROCEEDS WHICH
MAY BE PAID TO YOUR BENEFICIARIES SHALL NOT EXCEED THE LESSER OF: (I) THE THREE
TIMES BASE SALARY AMOUNT (DEFINED TO MEAN YOUR CURRENT BASE SALARY AS OF THE
DATE OF THIS LETTER, MULTIPLIED BY THREE (3), (II) THE SUM OF AMOUNTS SHOWN AS
THE MAXIMUM DOLLAR AMOUNT OF EACH OF THE ENDORSEMENTS TO WHICH YOU ARE A PARTY
(THE "MAXIMUM DOLLAR AMOUNT"), OR (III) THE AMOUNT BY WHICH THE AGGREGATE DEATH
BENEFITS PAYABLE UNDER ALL POLICIES MAINTAINED UNDER THE PLAN FOR THE PURPOSE OF
INSURING YOUR LIFE EXCEEDS THE AGGREGATE CASH VALUE OF SUCH POLICIES IMMEDIATELY
PRIOR TO YOUR DEATH,
AND (B) THE PLAN MAY BE AMENDED OR TERMINATED FOLLOWING
THE EFFECTIVE TIME, PROVIDED PURCHASER MAINTAINS, OR CAUSES PURCHASER BANK TO
MAINTAIN, IN FULL FORCE AND EFFECT A LIFE INSURANCE POLICY OR POLICIES (WHICH
NEED NOT BE ONE OR MORE POLICIES ESTABLISHED UNDER THE SL/SD PLAN) INSURING YOUR
LIFE WHICH PROVIDE AN AGGREGATE DEATH BENEFIT PAYABLE TO YOUR BENEFICIARY OR
BENEFICIARIES EQUAL TO THE LESSER OF THE THREE TIMES BASE SALARY AMOUNT OF THE
PARTICIPANT OR THE MAXIMUM DOLLAR AMOUNT.
(B)
MEDICAL CONTINUATION.
FOR THE THREE YEAR-PERIOD FOLLOWING THE
EFFECTIVE DATE, THE COMPANY WILL CONTINUE, OR WILL CAUSE THE COMPANY BANK TO
CONTINUE, TO PROVIDE YOU WITH ACCESS TO MEDICAL AND DENTAL COVERAGE UNDER ITS
GROUP PLAN AS IN EFFECT FROM TIME TO TIME WITH RESPECT TO SIMILARLY SITUATED
EXECUTIVES OF THE COMPANY, INCLUDING ANY COST SHARING OR CONTRIBUTIONS REQUIRED
TO BE MADE BY YOU, PROVIDED, THAT, TO THE EXTENT THAT THE COMPANY IS UNABLE TO
PROVIDE, OR TO CAUSE THE COMPANY BANK TO PROVIDE, YOU WITH (OR CEASES TO BE ABLE
TO PROVIDE YOU WITH) SUCH CONTINUATION COVERAGE UNDER THE TERMS OF ITS INSURANCE
POLICIES AS IN EFFECT FROM TIME TO TIME, THE COMPANY BANK SHALL PAY TO YOU A
CASH PAYMENT EQUAL TO THE COMPANY BANK'S COST OF PROVIDING SUCH COVERAGE (WHICH
COST IS TO BE DETERMINED BY REFERENCE TO THE "COBRA" PREMIUM APPLICABLE TO SUCH
COVERAGE) REDUCED BY AN AMOUNT EQUAL TO THE THEN APPLICABLE EMPLOYEE
CONTRIBUTIONS.
YOU SHALL PAY THE COMPANY BANK THE EMPLOYEE SHARE FOR SUCH
COVERAGE, AS DETERMINED BY THE COMPANY BANK BASED ON THE COST OF THE COVERAGE TO
BE PROVIDED TO YOU, ON AN ANNUAL BASIS IN ADVANCE, WITH THE FIRST SUCH
INSTALLMENT PAYABLE ON THE EFFECTIVE DATE AND THE REMAINING ANNUAL INSTALLMENTS
PAYABLE ON JANUARY 1 OF EACH YEAR AFTER THE YEAR IN WHICH THE EFFECTIVE DATE
OCCURS.
YOUR ELIGIBILITY FOR "COBRA" CONTINUATION COVERAGE UNDER SECTION 4980B
OF THE CODE SHALL COMMENCE UPON THE EFFECTIVE DATE AND THE COBRA COVERAGE PERIOD
SHALL RUN CONCURRENTLY WITH AND OFFSET THE THREE-YEAR PERIOD UNDER THIS
SECTION 4(B).
IN THE EVENT THAT THE EFFECTIVE DATE DOES NOT OCCUR, YOU SHALL
NOT BE ENTITLED TO ANY BENEFIT UNDER THIS SECTION 4(B).
5.
TERMINATION OF THE PRIOR AGREEMENTS; AGREEMENT TO REMAIN EMPLOYED
THROUGH EFFECTIVE TIME.
YOU HEREBY AGREE THAT, IN CONSIDERATION FOR ENTERING
INTO