DISSOLUTION OF THE HOLDING COMPANY;
(III)
THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY
ANY PERSON OR RELATED GROUP OF PERSONS (OTHER THAN THE HOLDING COMPANY OR A
PERSON THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER
COMMON CONTROL WITH, THE HOLDING COMPANY), OF BENEFICIAL OWNERSHIP (WITHIN THE
MEANING OF RULE 13D-3 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, OR
COMPARABLE SUCCESSOR RULE) OF SECURITIES POSSESSING MORE THAN FIFTY PERCENT
(50%) OF THE TOTAL COMBINED VOTING POWER OF THE HOLDING COMPANY'S OUTSTANDING
SECURITIES PURSUANT TO A TENDER OR EXCHANGE OFFER MADE DIRECTLY TO THE HOLDING
COMPANY'S SHAREHOLDERS; OR
(IV)
ANY CHANGE IN THE COMPOSITION OF THE BOARD OF
DIRECTORS OF THE HOLDING COMPANY RESULTING IN A MAJORITY OF THE PRESENT
DIRECTORS OF THE HOLDING COMPANY NOT CONSTITUTING A MAJORITY TWO YEARS HENCE,
PROVIDED, THAT IN MAKING SUCH DETERMINATION, DIRECTORS WHO ARE ELECTED BY, OR ON
THE RECOMMENDATION OF, SUCH PRESENT MAJORITY, SHALL BE EXCLUDED.
4.
THE SPECIFIC ARRANGEMENTS REFERRED TO
ABOVE ARE NOT INTENDED TO EXCLUDE EXECUTIVE'S PARTICIPATION IN OTHER BENEFITS
AVAILABLE TO EXECUTIVE PERSONNEL GENERALLY OR TO PRECLUDE OTHER COMPENSATION OR
BENEFITS AS MAY BE AUTHORIZED BY THE BOARD OF DIRECTORS FROM TIME TO TIME.
5.
THE BANK AGREES TO REQUIRE ANY
SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR
OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
BANK, BY AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO EXECUTIVE, TO EXPRESSLY
ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE BANK WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD
TAKEN PLACE.
FAILURE OF THE BANK TO OBTAIN SUCH AGREEMENT PRIOR TO THE
EFFECTIVENESS OF ANY SUCH SUCCESSION SHALL BE A BREACH OF THIS AGREEMENT AND
SHALL ENTITLE EXECUTIVE TO COMPENSATION FROM THE BANK IN THE SAME AMOUNT AND ON
THE SAME TERMS AS EXECUTIVE WOULD BE ENTITLED UNDER SECTION 1 HEREOF.
AS USED
IN THIS AGREEMENT, "BANK" SHALL MEAN THE BANK AS HEREINBEFORE DEFINED AND ANY
SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS AFORESAID WHICH EXECUTES AND DELIVERS
THE AGREEMENT PROVIDED FOR IN THIS PARAGRAPH 5 OR WHICH OTHERWISE BECOMES BOUND
BY ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT BY OPERATION OF LAW.
6.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES, AND
LEGATEES.
IF EXECUTIVE SHOULD DIE WHILE ANY AMOUNT WOULD STILL BE PAYABLE TO
EXECUTIVE HEREUNDER IF EXECUTIVE HAD CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS
OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT OF EXECUTIVE'S DEVISEE, LEGATEE OR OTHER DESIGNEE, OR, IF THERE BE NO
SUCH DESIGNEE, TO EXECUTIVE'S ESTATE.
7.
ANY PAYMENT OR DELIVERY REQUIRED UNDER
THIS AGREEMENT SHALL BE SUBJECT TO ALL REQUIREMENTS OF THE LAW WITH REGARD TO
WITHHOLDING, FILING, MAKING OF REPORTS, AND THE LIKE, AND BANK SHALL USE ITS
BEST EFFORTS TO SATISFY PROMPTLY ALL SUCH REQUIREMENTS.
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