Severance Payment. If Executive’s employment is terminated by the Company without Cause (as defined in [Section 7.1] above) or if Executive voluntarily resigns Executive’s position with the Company for Good Reason (as defined in [Section 7.3] above) within thirty (30) days prior to or twelve (12) months after a Change of Control (as that term is defined below), Executive shall be entitled to receive the Severance Payment described in [Section 7.2] above, provided Executive complies with the Severance Obligations except that the “Severance Payment” amount shall be paid in a single lump-sum payment, without interest, on or before the second regularly scheduled payroll date following the effectiveness of the binding release as set forth in [Section 7.2] above; provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60) day period for executing the Release described in [Section 7.2] would span two (2) calendar years, then, subject further to [Section 7.6(a)], such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs.

4.2Termination Following a Change of Control. Notwithstanding [Section 4.1] of this Agreement, in the event that the Executive incurs a Termination of employment is terminated by the Company without Cause (as defined in [Section 7.1] above) or if Executive voluntarily resigns Executive’s position with the Company for Good Reason (as defined in [Section 7.3] above) within thirty (30) days prior to or twelve (12) months after a Change of Control (aseither # by the Company or the Employer (or any successor to the Company or the Employer after the Change of Control) without Cause (but determined without regard to [Section 1.2(e)] of this Agreement) or # by the Executive with Good Reason, this [Section 4.2] shall apply and [Section 4.1] above shall not apply. For avoidance of doubt, it is understood that termany payment pursuant to this [Section 4.2] is defined below), Executive shall be entitledin lieu of, and not in addition to, any payments pursuant to receive[Section 4.1] above. Subject to the Severance Payment described in [Section 7.2] above, provided Executive compliesRelease Requirement being met and the Executive’s compliance with the Severance Obligations exceptprovisions of [Section 5] of this Agreement, in the event that the “Severance Payment” amountExecutive incurs a Termination of employment pursuant to this [Section 4.2], the Employer (or any successor thereto) shall be paidpay to the Executive # thirty (30) days after such termination of employment, Executive’s accrued but unpaid base salary, any unreimbursed businesses expenses and any unused vacation time which has accrued during the year in a single lump-sum payment, without interest, on or beforewhich the second regularly scheduled payroll date following the effectivenessExecutive's employment is terminated, in each case as of the binding releasedate of termination; # any accrued and unpaid annual bonus under the Executive Bonus Plan with respect to the any prior year at such time as set forthprovided under the Executive Bonus Plan but in [Section 7.2] above; provided, however, that if any portionno event later than the March 15 of the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60) day period for executing the Release described in [Section 7.2] would span two (2) calendar years, then, subject further to [Section 7.6(a)], such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) daysyear following the calendar year in which the terminationExecutive’s employment is terminated; # any other amounts or benefits owing to the Executive under the terms of any employee benefit plan of the Company or, in the case of equity-based compensation awards, under the terms of the equity award plan or applicable award agreement; # any amounts the Executive may be entitled to pursuant to the Deferred Compensation Plan at such times as provided under the terms of the Deferred Compensation Plan; and # a single lump sum cash payment equal to the Special Severance Payment and the Special Severance Bonus. The Special Severance Payment shall be paid to the Executive on the fifth (5th) business day following the six (6) month anniversary of the Termination of employment (or on the fifth (5th) business day following the death of the Executive, if sooner). The Special Severance Bonus shall be paid to the Executive in a single lump sum cash payment on the date occurs.that bonuses are paid under the Executive Bonus Plan, but in no event later than March 15th of the calendar year following the calendar year in which the Executive’s employment terminates.

If Executive’Executive’s employment is terminated by the Company without Cause (as definedCompany, HoldCo or Executive for any reason at any time during the period commencing on the date of the Change in [Section 7.1] above) or if Executive voluntarily resigns Executive’s position withControl and ending on the Company for Good Reason (as defined in [Section 7.3] above) within thirty (30) days prior to or twelve (12) months after a Change of Control (as that term is defined below),one (1)-year anniversary thereof, Executive shall be entitled to receive an amount equal to one (1) year of Executive’s Base Salary, payable in accordance with the Company’s regular payroll practices (collectively, the “Severance”); provided, however, that Executive’s right to receive the Severance Payment describedshall be subject to # execution and delivery by Executive of a release agreement in [Section 7.2] above, provided Executive complies withsubstantially the form attached as [Exhibit A], and # such release agreement becoming irrevocable not later than sixty (60) days after Executive’s employment terminates. If the foregoing conditions are satisfied, the Severance Obligations except thatpayments will commence (subject to any required delay pursuant to [Section 6]), within ninety (90) days following the “Severance Payment” amount shall be paid in a single lump-sum payment, without interest,termination date, on or before the second regularly scheduledfirst payroll date following the effectivenessdate the release agreement becomes irrevocable (with the first payment including any installments that otherwise would have been paid between the date of termination and the binding release as set forth in [Section 7.2] above;date of such first installment); provided, however, that if any portion ofthe ninety (90) day period described above spans calendar years, the Severance Payment constitutes deferred compensation subject to Section 409A, andwill commence in the sixty (60) day period for executing the Release described in [Section 7.2] would span two (2)second calendar years, then, subject further to [Section 7.6(a)], such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs.year.

CHANGE OF CONTROL: If Executive’s employmentthere is terminated by the Company without Cause (as defined in [Section 7.1] above) or if Executive voluntarily resigns Executive’s position with the Company for Good Reason (as defined in [Section 7.3] above) within thirty (30) days prior to or twelve (12) months after a Change of Control (as thatof the Bank during the term is defined below),of this Agreement, Executive shall be entitled to receivea severance payment in the Severance Payment describedevent the Executive suffers an Involuntary Termination within six (6) months preceding or 12 months after the Change in [Section 7.2] above, providedControl, unless such termination is for Cause. The amount of such severance payment shall equal twelve (12) months of Executive’s then current salary. Executive’s entitlement to the severance payment shall be conditioned on Executive complies with the Severance Obligations except that the “Severance Payment” amountsigning a severance agreement containing a comprehensive release of claims. The severance payment shall be paid in a single lump-lump sum payment, without interest, on or before the second regularly scheduled payroll date following the effectivenesswithin 45 days of the binding release asdate of Executive’s Involuntary Termination but no earlier than 8 days after Executive signs and returns the severance agreement, subject to the restrictions set forth in [Section 7.2] above; provided, however, that if any portionparagraph 12 of the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60) day period for executing the Release described in [Section 7.2] would span two (2) calendar years, then, subject further to [Section 7.6(a)], such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs.this Agreement.

Termination following Change in Control. If Executive’s employmentthe Employment Period is terminated by the Company without Cause (as defined in [Section 7.1] above) or if Executive voluntarily resigns Executive’s position with the Company for Good Reason (as defined in [Section 7.3] above)any reason within thirty (30) days prior to or twelve (12)six (6) months afterfollowing a Change of Control (asin Control, provided that term is defined below),Executive has satisfied the Release Condition, Executive shall be entitled to receive the Severance Payment describedPayments as provided in [Section 7.2] above, provided Executive complies with the Severance Obligations except that the “Severance Payment” amount shall be paid in a single lump-sum payment, without interest, on or before the second regularly scheduled payroll date following the effectiveness of the binding release as set forth in [Section 7.2] above; provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60) day period for executing the Release described in [Section 7.2] would span two (2) calendar years, then, subject further to [Section 7.6(5(a)], such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs. above.

Change in Control Severance Payment. IfThe Corporation will make the payments provided for in this [Section 2] (the “Severance Pay”) if Executive’s employment is terminated byduring the Company without Cause (as definedterm of this Agreement in [Section 7.1] above) or if Executive voluntarily resigns Executive’s position with the Company for Good Reason (as defined in [Section 7.3] above) within thirty (30) days prior to or twelve (12) months after a Change of Control (asmanner that constitutes a “separation from service” as that term is defined below)by Section 409A of the Internal Revenue Code (the “Code”) due to: # Executive terminating employment for Good Reason, or # the Corporation terminating Executive’s employment for any reason other than death, Permanent Disability or Cause, and, in the case of either [(A) or (B)])], Executive shall be entitled to receivesuch termination of employment occurs either # within twenty-four months after the Severance Payment describeddate of a Change in [Section 7.2] above, provided Executive complies with the Severance Obligations except that the “Severance Payment” amount shall be paid in a single lump-sum payment, without interest, onControl or # within six months before the second regularly scheduled payroll date following the effectiveness of the binding release as set fortha Change in [Section 7.2] above; provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60) day period for executing the Release described in [Section 7.2] would span two (2) calendar years, then, subject further to [Section 7.6(a)], such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs.Control.

Severance Payment.Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Change in Control Period. If the Executive’s employment is terminated by the Company without Cause (as definedas provided in [Section 7.1] above)3(d)], or ifthe Executive voluntarily resigns Executive’s position with the Companyterminates employment for Good Reason (as definedas provided in [Section 7.3] above) within thirty (30) days prior to or twelve (12) months after a3(e)], in each case outside of the Change ofin Control Period (as that term is defined below), then, in addition to the Accrued Obligations, and subject to # the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall be entitled to receiveinclude, without limitation, a general release of claims against the Company and all related persons and entities that shall not release the Executive’s rights under this Agreement, a reaffirmation of the Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Payment described in [Section 7.2] above, provided Executive complies withAmount (as defined below) shall immediately cease (the “Separation Agreement”), and # the Severance Obligations except thatSeparation Agreement becoming irrevocable, all within 60 days after the “Severance Payment” amount shall be paid in a single lump-sum payment, without interest, on or before the second regularly scheduled payroll date following the effectivenessDate of the binding releaseTermination (or such shorter period as set forth in [Section 7.2] above; provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60)Separation Agreement), which shall include a seven (7) business day period for executing the Release described in [Section 7.2] would span two (2) calendar years, then, subject further to [Section 7.6(a)], such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs.revocation period:

in the event Executive’s employment is terminated by the Company without Cause (as defined inpursuant to [Section 7.1] above)3(a)(iv)] or if Executive voluntarily resignspursuant to [Section 3(a)(v)] due to Executive’s position with the Companyresignation for Good Reason (as definedReason, in [Section 7.3] above)either case, on or within thirty (30) days prior to or twelve (12) months afterfollowing the date of a Change of Control (as that term is defined below),in Control, then, subject to Executive shall be entitled to receive the Severance Payment described in [Section 7.2] above, provided Executive complies with the Severance Obligations except that the “Severance Payment” amount shall be paid in a single lump-sum payment, without interest,signing on or before the second regularly scheduled payroll date21st day following Executive’s Separation from Service, and not revoking, the effectiveness ofRelease, and Executive’s continued compliance with [Section 5], Executive shall receive, in addition to the binding release aspayments and benefits set forth in [Section 7.2] above; provided, however, that if any portion of3(c)], the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60) day period for executing the Release described in [Section 7.2] would span two (2) calendar years, then, subject further to [Section 7.6(a)], such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs.following:

Change of Control. In the event the Term of Employment is terminated by the Company without Causejustifiable cause (as defined in [Section 7.1] above)herein) or if Executive voluntarily resigns Executive’s position with the Company for Good Reason (as defined in [Section 7.3] above)herein) within thirty (30) days prior to or twelve (12) months afterone (1) year following a Change of Control (asof the Company has occurred, then, in such event, the Company shall pay Executive an amount equal to twelve (12) months of Base Salary in effect at the time of the termination. For the purposes of the foregoing, Change of Control shall have the meaning set forth in the Company’s 2016 Incentive Compensation Plan (without regard to any subsequent amendments thereto). For purposes of the foregoing, “Good Reason” means the occurrence of any of the following: # a material diminution in the Executive’s base compensation; # a material diminution in the Executive’s authority, duties, or responsibilities; # a material change in the geographic location at which the Employee must perform the services under this Agreement; or # any other action or inaction that term is defined below)constitutes a material breach by the Company of this Agreement. For purposes of this provision, Good Reason shall not be deemed to exist unless the Employee’s termination of employment for Good Reason occurs within 2 years following the initial existence of one of the conditions specified in [clauses [(i) through (iv) above]], Executivethe Employee provides the Company with written notice of the existence of such condition within 90 days after the initial existence of the condition, and the Company fails to remedy the condition within 30 days after its receipt of such notice. The Company shall be entitled to receivepay the Severance Payment described in [Section 7.2] above, provided Executive complies with the Severance Obligations except that the “Severance Payment” amount shall be paidrequired under this paragraph 7(i) in a single lump-sum payment, without interest, on or before the second regularly scheduled payroll date following the effectivenesspayment thirty (30) days after termination of the binding release as set forth in [Section 7.2] above; provided, however, that if any portionTerm of Employment, subject to and conditioned upon the Executive’s execution of the Severance Payment constitutes deferred compensation subjectGeneral Release required pursuant to Section 409A,paragraph 7(k) hereof and the sixty (60) day period for executing the Release describedsuch release becoming irrevocable. Any payments made pursuant to this paragraph 7(i) will be in [Section 7.2] would span two (2) calendar years, then, subject furtherlieu of payments to [Section 7.6(a)], such portionwhich Executive might have been entitled under paragraph 7(e) of this Agreement or under any other severance plan of the Severance PaymentCompany. The payments under this Agreement shall be paid onreduced if and to the first regularly scheduled payroll date occurring onextent necessary to avoid any payments or after sixty (60) days followingbenefits to Executive being treated as “excess parachute payments” within the calendar year in which the termination date occurs.meaning of Internal Revenue Code Section 280G(b)(i).

Involuntary Termination by the Company or by the Executive for Good Reason Following a Change in Control. If the Company terminates the Executive’s employment is terminated by the Company without Cause (as definedduring the 12-month period following a Change in [Section 7.1] above)Control, or ifthe Executive voluntarily resigns Executive’s position with the Companyterminates his employment for Good Reason (as definedduring the 12-month period following a Change in [Section 7.3] above) within thirty (30) daysControl, the Company’s obligations under this Agreement shall terminate except for the Company’s obligation to pay to the Executive the following: # any Base Salary earned through the date of the Executive’s termination of employment, to the extent theretofore unpaid, # a lump-sum payment equal to three times the sum of the Executive’s Base Salary and average Incentive Bonus Payment paid or payable to the Executive for the three completed years prior to or twelve (12) months after a Changethe year of Control (as that term is defined below), Executive shall be entitled to receive the Severance Payment described in [Section 7.2] above, provided Executive complies with the Severance Obligations except that the “Severance Payment” amount shall be paid in a single lump-sum payment, without interest, on or before the second regularly scheduled payroll datesuch termination, payable within 60 days following the effectivenessExecutive’s termination of the binding release as set forth in [Section 7.2] above;employment, provided, however, that if any portionthe Executive is a Specified Employee, such payment if so required, shall be made on the date that is six months and one day after the date of the Severance Payment constitutes deferred compensation subjectExecutive’s termination hereunder, # such retirement and other benefits earned by the Executive and vested (if applicable) as of the date of his termination under the terms of any employee benefit plan of the Company in which the Executive participates, including without limitation all vested benefits due under the Restoration Plan and other retirement plans, all of the foregoing to Section 409A,be paid in the normal course for such payments and in accordance with the sixty (60) dayterms of such plans, and # all outstanding stock options and restricted stock held by the Executive shall become immediately vested and such stock options shall become exercisable and shall remain exercisable for a period of 30 days or such longer period as provided under the terms of such option. In no event shall the payment in [clause (b)] be included for executingpurposes of the Restoration Plan. Notwithstanding anything herein to the contrary, the payment described in [clause (b)] and vesting described in [clause (d)] shall be contingent on the Executive’s prior execution and non-revocation of the Release described in [Section 7.2] would span two (2) calendar years, then, subject further to [Section 7.6(a)], such portion of the Severance Paymentwithin 60 days following his termination date and shall be paid onas specified above or such later date as may be required to comply with Section 409A of the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs.Code.