Change in Control. If: # any of the executive officers of Borrower should resign or be removed for any reason and an acceptable replacement officer is not appointed within 30-days thereof, unless written notice thereof shall be provided to Lender advising of any such occurrence and providing a corporate plan reasonably acceptable Lender on Borrower’s plan to address such situation, or # the Guarantor fails to own a majority of the equity interests (and accompanying voting control rights) of Borrower’s general partner.

Change in Control Termination. If your employment is terminated by the Company without Cause (but not due to your death or Disability), or you resign for Good Reason, and in either case such termination or resignation occurs within twelve (12) months after the effective date of a Change in Control (as defined below), then subject to the preconditions set forth below in Section 7(f), you shall be eligible to receive the following severance benefits:

Change in Control Termination. Upon a Change in Control Termination, the Participant will receive as severance an amount equal to the product of # the sum of the Participant’s Monthly Base Salary and Monthly Annual Target Bonus, and # the Participant’s applicable Severance Multiplier (the “Change in Control Cash Severance”). The Change in Control Cash Severance will be paid in a single lump sum, less all applicable withholdings and deductions; provided, however, that no payments will be made prior to the first business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination.

Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1 or without Cause (other than on account of the Executive's death or Disability), in each case within twelve (12) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a Release which becomes effective within the Release Execution Period, severance payments equal to the Executive’s Base salary for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs). Such severance payments shall be paid in a single lump sum within 60 days following the Termination Date;

Change in Control Termination. If the Employment Period is terminated by the Company without Cause or by you for Good Reason, in each case, upon or within 12 months following the consummation of a Change in Control (as defined below), then, subject to your execution and non-revocation of a Release in the manner provided in Section 5(a) above, (except for the payments described in [clause (i) of this Section 5(b)], which shall not be subject to such Release requirement), you will be entitled to receive:

Termination; Change in Control. During the Term, your employment may be terminated by the Company or you for any reason at any time pursuant to written notice, and will terminate automatically on your death; provided, you shall give the Company not less than 30 days' prior written notice of any termination by you, with or without Good Reason (as defined on the Attachment hereto (the “Attachment”)). Any payments made and benefits provided to you under this Agreement will be in lieu of any termination or severance payments or benefits for which you (or your estate in the event of your death) otherwise may be eligible under any of the plans, practices, policies or programs of the Company or its affiliates. If termination occurs at a time when the Company is deemed to be in troubled condition by the Federal Deposit Insurance Corporation (the "FDIC") and is subject to the FDIC's golden parachute regulations under 12 C.F.R. Part 359, the payments referenced in this Section 7 shall be subject to prior regulatory approval and limited to an aggregate amount equal to the lesser of # 12 months of Base Salary, or # the amount otherwise owed to you hereunder. Any payment made pursuant to this Section 7 which is subject to the FDIC’s golden parachute regulations shall be subject to a right of the Company (or its successor) to recoup such payment from you if the Company (or its successor) subsequently determines, in its reasonable discretion, that you have engaged in any of the activities or offenses set forth in 12 C.F.R. Section 359.4(a)(i) - (iv). After receipt of written notice from the Company that it has made a determination as provided for in this Section 7, you agree to reimburse the Company for the subject payment made pursuant to this Section 7 within 30 days after receipt of such written notice. Further, you agree to indemnify the Company for any costs incurred by the Company in recouping such amount in the event that you fail to reimburse such amount within 30 days of receiving the Company written notice under this Section 7.

Termination; Change in Control. Your employment may be terminated by the Company or you for any reason at any time pursuant to written notice, and will terminate automatically on your death; provided, you shall give the Company not less than 30 days’ prior written notice of any termination by you, with or without Good Reason. Any payments made and benefits provided to you under this Agreement will be in lieu of any termination or severance payments or benefits for which you (or your estate in the event of your death) otherwise may be eligible under any of the plans, practices, policies or programs of the Company or its affiliates. If termination occurs at a time when the Bank is deemed to be in troubled condition by the Federal Deposit Insurance Corporation (the “FDIC”) and is subject to the FDIC’s golden parachute regulations under 12 C.F.R. Part 359, the payments referenced in this [Section 7] shall be subject to prior regulatory approval.

Termination; Change in Control. Your employment may be terminated by the Company or you for any reason at any time pursuant to written notice, and will terminate automatically on your death; provided, you shall give the Company not less than 30 days’ prior written notice of any termination by you, with or without Good Reason (as defined on the Attachment hereto (the “Attachment”)). Any payments made and benefits provided to you under this Agreement will be in lieu of any termination or severance payments or benefits for which you (or your estate in the event of your death) otherwise may be eligible under any of the plans, practices, policies or programs of the Company or its affiliates. If termination occurs at a time when the Company is deemed to be in troubled condition by the Federal Deposit Insurance Corporation (the “FDIC”) and is subject to the FDIC’s golden parachute regulations under 12 C.F.R. Part 359, the payments referenced in this Section 7 shall be subject to prior regulatory approval and shall be limited to an aggregate amount equal to the lesser of # 12 months of Base Salary, or # the amount otherwise owed to you hereunder. Any payment made pursuant to this Section 7 which is subject to the FDIC’s golden parachute regulations shall be subject to a right of the Company (or its successor) to recoup such payment from you if the Company (or its successor) subsequently determines, in its reasonable discretion, that you have engaged in any of the activities or offenses set forth in 12 C.F.R. Section 359.4(a)(i) - (iv). After receipt of written notice from the Company that it has made a determination as provided for in this Section 7, you agree to reimburse the Company for the subject payment made pursuant to this Section 7 within 30 days after receipt of such written notice. Further, you agree to indemnify the Company for any costs incurred by the Company in recouping such amount in the event that you fail to reimburse such amount within 30 days of receiving the Company written notice under this Section 7.

Upon the occurrence of a change in control of the Company, all grants of Restricted Stock under the Plan shall vest in full and become unrestricted and nonforfeitable. In addition, all vesting restrictions on the credits made to the Stock Unit Account in lieu of the grant of Restricted Stock described in Section 4(a) or 4(d) shall lapse but the payout provisions of such credits shall not affected by such change in control. For purposes of this Section 11, a “change in control” shall have the meaning given to such term under [Section 16.4] of the PACCAR Inc Long Term Incentive Plan, as approved by the shareholders of the Company on April 20, 2011. In addition, the Board or the Committee may in its sole discretion terminate the deferral feature of the Plan within the 30 days preceding or the 12 months following a “change in control event” (as such term is defined in the Treasury regulations promulgated pursuant to [section 409A] of the Code) and pay out deferred amounts, in accordance with [Section 1.409A-3(j)(ix)(B)])] of the Treasury regulations promulgated pursuant to [section 409A] of the Code .

Change in Control. Upon a Change in Control, the Award shall become 100% vested and all Forfeiture Restrictions shall lapse.