Aggregation of Employers. To the extent required under [Section 409A] of the Code, if the Bank is a member of a controlled group of corporations or a group of trades or business under common control (as described in [Section 414(b)] or # of the Code), all members of the group shall be treated as a single employer for purposes of whether there has occurred a Separation from Service and for any other purposes under the Plan as [Section 409A] of the Code shall require.

Employers. An Employer shall be responsible for all functions assigned or reserved to it under the Plan and Trust Agreement.

In the case of a reemployed Employee, all of his separate Periods of Service shall be aggregated and treated as a single continuous Period of Service. When partial months are aggregated, 30 days shall be deemed to equal one full month.

Aggregation of Agreement. If the Employer offers other non-qualified deferred compensation plans in addition to this Agreement, this Agreement and those plans shall be treated as a single plan to the extent required under Code Section 409A.

Aggregation of Shares. If, after the date hereof, and subject to the provisions of [Section 6.3] below, the number of outstanding Shares is decreased by a consolidation, combination, reverse stock split or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.

Aggregation of Shares. All shares of capital stock of the Company held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

Indemnification by Employers. Except as separately agreed in writing, the Committee, and any member or employee of the Committee, shall be indemnified and held harmless by the Employer, jointly and severally, to the fullest extent permitted by ERISA, and subject to and conditioned upon compliance with 12 C.F.R. Section 545.121, to the extent applicable, against any and all costs, damages, expenses, and liabilities reasonably incurred by or imposed upon it or him in connection with any claim made against it or him or in which it or he may be involved by reason of its or his or her being, or having been, the Committee, or a member or employee of the Committee, to the extent such amounts are not paid by insurance.

-4 A “required aggregation group” includes # each qualified Plan of the Employer in which at least one Key Employee participates in the Plan Year containing the Determination Date and # any other qualified Plan of the Employer which enables a Plan described in # to meet the requirements of Code Sections 401(a)(4) or 410. For purposes of the preceding sentence, a qualified Plan of the Employer includes a terminated Plan maintained by the Employer within the period ending on the Determination Date. In the case of a required aggregation group, each Plan in the group will be considered a top-heavy Plan if the required aggregation group is a top-heavy group. No Plan in the required aggregation group will be considered a top-heavy Plan if the required aggregation group is not a top-heavy group. All Employers aggregated under Code Sections 414(b), [(c) or (m) or (o)])])] (but only after the Code Section 414(o) regulations become effective) are considered a single Employer.

Permissive Aggregation Group – The required aggregation group of plans plus any other plan or plans of the employer that, when considered as a group with the required aggregation group, would continue to satisfy the requirements of Code sections 401(a)(4) and 410.

If the top-heavy ratio for this plan exceeds 60% and this plan is not part of any required aggregation group or permissive aggregation group of plans.