GOVERNED
BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, EXCEPT TO THE EXTENT PREEMPTED
BY THE LAWS OF THE UNITED STATES OF AMERICA.
8.7
UNFUNDED ARRANGEMENT.
THE EXECUTIVE AND ANY BENEFICIARY ARE GENERAL
UNSECURED CREDITORS OF PSB FOR THE PAYMENT OF BENEFITS UNDER THIS AGREEMENT.
THE BENEFITS REPRESENT THE MERE PROMISE BY PSB TO PAY SUCH BENEFITS.
THE RIGHTS
TO BENEFITS ARE NOT SUBJECT IN ANY MANNER TO ANTICIPATION, ALIENATION, SALE,
TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE, ATTACHMENT, OR GARNISHMENT BY
CREDITORS.
ANY INSURANCE ON THE EXECUTIVE'S LIFE IS A GENERAL ASSET OF PSB, OR
A MAJORITY-OWNED SUBSIDIARY OF PSB, TO WHICH THE EXECUTIVE AND ANY BENEFICIARY
HAVE NO PREFERRED OR SECURED CLAIM.
8.8
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN
PSB AND THE EXECUTIVE AS TO THE SUBJECT MATTER HEREOF.
NO RIGHTS ARE GRANTED TO
THE EXECUTIVE BY VIRTUE OF THIS AGREEMENT OTHER THAN THOSE SPECIFICALLY SET
FORTH HEREIN.
8.9
ADMINISTRATION.
PSB SHALL HAVE POWERS WHICH ARE NECESSARY TO ADMINISTER
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:
(I)
ESTABLISHING AND REVISING THE METHOD OF ACCOUNTING FOR THE AGREEMENT;
(II)
MAINTAINING A RECORD OF BENEFIT PAYMENTS;
11
(III)
ESTABLISHING RULES AND PRESCRIBING ANY FORMS NECESSARY OR DESIRABLE TO
ADMINISTER THE AGREEMENT; AND
(IV)
INTERPRETING THE PROVISIONS OF THE AGREEMENT.
PSB shall have absolute discretion to interpret the provisions of this Agreement
and to make all determinations, including factual determinations attendant
thereto.
8.10
NAMED FIDUCIARY.
PSB SHALL BE THE NAMED FIDUCIARY AND PLAN ADMINISTRATOR
UNDER THIS AGREEMENT.
IT MAY DELEGATE TO OTHERS CERTAIN ASPECTS OF THE
MANAGEMENT AND OPERATIONAL RESPONSIBILITIES INCLUDING THE EMPLOYMENT OF ADVISORS
AND THE DELEGATION OF MINISTERIAL DUTIES TO QUALIFIED INDIVIDUALS.
8.11
HEADINGS.
HEADINGS ARE INCLUDED IN THIS AGREEMENT FOR THE CONVENIENCE OF
THE PARTIES AND SHALL NOT BE TAKEN INTO CONSIDERATION IN CONSTRUING THE
PROVISIONS OF THIS AGREEMENT.
8.12
LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL.
PSB IS AWARE THAT
UPON THE OCCURRENCE OF A CHANGE OF CONTROL, THE BOARD OF DIRECTORS OR A
SHAREHOLDER OF PSB, OR OF ANY SUCCESSOR CORPORATION MIGHT THEN CAUSE OR ATTEMPT
TO CAUSE PSB OR SUCH SUCCESSOR TO REFUSE TO COMPLY WITH ITS OBLIGATIONS UNDER
THE AGREEMENT AND MIGHT CAUSE OR ATTEMPT TO CAUSE PSB TO INSTITUTE, OR MAY
INSTITUTE, LITIGATION SEEKING TO DENY THE EXECUTIVE THE BENEFITS INTENDED UNDER
THE AGREEMENT.
IN THESE CIRCUMSTANCES, THE PURPOSE OF THE AGREEMENT COULD BE
FRUSTRATED. ACCORDINGLY, IF, FOLLOWING A CHANGE OF CONTROL, IT SHOULD APPEAR TO
THE EXECUTIVE THAT PSB OR ANY SUCCESSOR CORPORATION HAS FAILED TO COMPLY WITH
ANY OF ITS OBLIGATIONS UNDER THE AGREEMENT OR ANY AGREEMENT THEREUNDER, OR IF
PSB OR ANY OTHER PERSON TAKES ANY ACTION TO DECLARE THE AGREEMENT VOID OR
UNENFORCEABLE OR INSTITUTES ANY LITIGATION OR OTHER LEGAL ACTION DESIGNED TO
DENY, DIMINISH OR TO RECOVER FROM THE EXECUTIVE THE BENEFITS INTENDED TO BE
PROVIDED, THEN PSB IRREVOCABLY AUTHORIZES THE EXECUTIVE TO RETAIN COUNSEL OF THE
EXECUTIVE'S CHOICE AT THE EXPENSE OF PSB TO REPRESENT THE EXECUTIVE IN
CONNECTION WITH THE INITIATION OR DEFENSE