Six-Month Delay. To the extent the Executive is a "specified employee," as defined in Section 409A(a)(2)(B)(i) ("Code [Section 409A]") of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated hereunder (the "Code") and any elections made by the Bank in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-l(b)) upon the Executive's "separation from service" (within the meaning of Treasury Regulation Section l.409A-l(h)), after taking into account all available exemptions, that would otherwise be payable during the six-month period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period (the "Delayed Payment Date"); provided, however, that if the Executive dies following the date of termination but prior to the Delayed Payment Date, such amounts shall be paid to the personal representative of Executive's estate within thirty (30) days following the Executive's death.

Six-Month Delay. To the extent theIf it is determined that # Executive is a "specified“specified employee,"” as defined in Code Section 409A(a)(2)(B)(i) ("Code [Section 409A]", and (ii) payments payable upon a separation from service constitute a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon “separation from service” (within the meaning of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated hereunder (the "Code"Treasury Regulation Section 1.409A-1(h)) and any elections made by the Bank in accordance therewith,, after taking into account all available exemptions, then notwithstanding the timing of payment provided in any other sectionSection of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of nonqualified deferred compensation (within the meaningon account of Treasury Regulation Section 1.409A-l(b)) upon the Executive's "separationsuch separation from service" (within the meaning of Treasury Regulation Section l.409A-l(h)), after taking into account all available exemptions,service and that would otherwise be payable during the six-six (6) month period after such separation from service,service will be made during such six-six (6) month period, and any such payment, distribution or benefitbenefit, which accrued during such six (6) month period, will instead be paid in a lump sum on the first business day after such six-six (6) month period (the "Delayed Payment Date"); provided, however, thatends or, if the Executive dies following the date of termination but prior to the Delayed Payment Date, such amounts shall be paid to the personal representative of Executive's estate within thirty (30) days following the Executive'earlier, upon Executive’s death.

To the extent the Executive is a "specified employee," as defined in Section[section 409A(a)(2)(B)(i) ("Code [Section 409A]")] of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated hereunder (the "Code")thereunder and any elections made by the BankCompany in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of nonqualified deferred compensation (within the meaning of Treasury Regulation Section[section 1.409A-l(1(b)])])]) upon the Executive's "separation from service" (within the meaning of Treasury Regulation Section l.[[section 1.409A-l(1(h)])]])]), after taking into account all available exemptions, that would otherwise beby payable during the six-six‑month period after the Executive's separation from service, will not be made during such six-six‑month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-six‑month period (the "Delayed Payment Date"); provided, however, that if the Executive dies following the date of terminationa separation from service but prior tobefore the Delayed Payment Date, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) days following the Executive's death.

To the extent the ExecutiveEmployee is a "specified employee," as defined in Section[section 409A(a)(2)(B)(i) ("Code [Section 409A]")] of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated hereunder (the "Code")thereunder and any elections made by the BankCompany in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of nonqualified deferred compensation (within the meaning of Treasury Regulation Section[[section 1.409A-l(1(b)])]])]) upon the Executive'Employee's "separation from service" (within the meaning of Treasury Regulation Section l.[[section 1.409A-l(1(h)])]])]), after taking into account all available exemptions, that would otherwise beby payable during the six-six‑month period after the Employee's separation from service, will not be made during such six-six‑month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-six‑month period (the "Delayed Payment Date"); provided, however, that if the ExecutiveEmployee dies following the date of terminationa separation from service but prior tobefore the Delayed Payment Date, such amounts shall be paid to the personal representative of Executive'the Employee's estate within thirty (30) days following the Executive'Employee's death.

Notwithstanding any provision of this Agreement to the extentcontrary, in the event Executive is a "specified employee," asSpecified Employee (as defined in Section 409A(a)(2)(B)(i) ("Code [Section 409A]") of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated hereunder (the "Code") and any elections made by the Bank in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury RegulationRegulations Section 1.409A-l(b)1(i)) upon the Executive's "separation from service" (within the meaningas of Treasury Regulation Section l.409A-l(h)), after taking into account all available exemptions, that would otherwise be payable during the six-month period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period (the "Delayed Payment Date"); provided, however, that if the Executive dies following the date of termination but priorsuch Executive's Separation from Service (as defined in Treasury Regulations Section 1.409A-1(h)), any amounts that are subject to Section 409A that are payable upon Executive's Separation from Service shall be held for delayed payment and shall be distributed on or immediately after the date which is six months after the date of Executive's Separation from Service. The first payment made to Executive following the six-month delay shall be equal to the Delayed Payment Date, such amounts shall be paidfirst six monthly installment payments (if any) that would have commenced immediately following Executive's Separation from Service if Executive had not been subject to the personal representative of Executive's estate within thirty (30) days following the Executive's death.required six-month delay. The delayed payments shall not be adjusted for interest.

Six-Month Delay. ToDelay for Specified Employees. If any payment, compensation or other benefit provided to the extentExecutive in connection with the termination of the Executive’s employment is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of [Section 409A] and the Executive is a "specified employee,"specified employee as defined in Section 409A(a)(2)(B)(i) ("Code [Section 409A]") of the Internal Revenue CodeCode, no part of 1986, as amended, and the regulations and other guidance promulgated hereunder (the "Code") and any elections made by the Bank in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-l(b)) upon the Executive's "separation from service" (within the meaning of Treasury Regulation Section l.409A-l(h)), after taking into account all available exemptions, that would otherwise be payable during the six-month period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit will insteadpayments shall be paid onbefore the first businessday that is six (6) months plus one (1) day after such six-month period (the "Delayed Payment Date"); provided, however, that if the Executive dies following the date of termination but prioror, if earlier, ten business days following the Executive’s death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the DelayedExecutive during the period between the date of termination and the New Payment Date, such amountsDate shall be paid to the personal representativeExecutive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of Executive's estate within thirty (30) daysthe day immediately following the Executive's death.New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

Specified Executive. Notwithstanding any other provision of this Agreement to the extent thecontrary, because Executive is considered a "specified employee,"“specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” within the meaning of Code Section 409A that is otherwise due to Executive as defined in Section 409A(a)(2)(B)(i) ("Code [Section 409A]")a result of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated hereunder (the "Code") and any elections made by the Bank in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefitsuch Executive’s “separation from service” under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-l(b)) upon the Executive's "separation from service" (within the meaning of Treasury Regulation Section l.409A-l(h)), after taking into account all available exemptions, that would otherwise be payable during the six-six (6)-month period after separationimmediately following Executive’s “separation from service, willservice” shall be made during such six-month period,accumulated and any such payment, distribution or benefit will instead be paid to Executive on the first business day afterof the seventh month following such six-month period (the "Delayed“separation from service” (“Delayed Payment Date"Date”); provided, however,, provided that if the Executive dies following the date of termination but prior to the Delayed Payment Date,payment of such amounts, such amounts shall be paid to the personal representative of Executive'Executive’s estate within thirty (30)on the first to occur of the Delayed Payment Date or ten (10) days following the Executive'date of Executive’s death.

Anything in this Agreement to the extentcontrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a "specified employee," as defined in Section“specified employee” within the meaning of [Section 409A(a)(2)(B)(i) ("Code [Section 409A]")] of the Internal Revenue Code of 1986, as amended, andCode, then to the regulations and other guidance promulgated hereunder (the "Code") andextent any elections made bypayment or benefit that the Bank in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefitExecutive becomes entitled to under this Agreement that constitutes a distributionon account of the Executive’s separation from service would be considered deferred compensation (withinotherwise subject to the meaning20 percent additional tax imposed pursuant to Section 409A(a) of Treasury Regulation Section 1.409A-l(b)) upon the Executive'Code as a result of the application of [Section 409A(a)(2)(B)(i)] of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of # six months and one day after the Executive’s "separationseparation from service" (withinservice, or # the meaning of Treasury Regulation Section l.409A-l(h)), after taking into account all available exemptions,Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise be payablehave been paid during the six-month period after separation from service, will be made during such six-month period,but for the application of this provision, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period (the "Delayed Payment Date"); provided, however, that ifbalance of the Executive dies following the date of termination but prior to the Delayed Payment Date, such amountsinstallments shall be paid to the personal representative of Executive's estate within thirty (30) days following the Executive's death.payable in accordance with their original schedule.

If the Executive is a "specified employee," as defined in“specified employee” within the meaning of Section 409A(a)(2)(B)(i) ("Code [Section 409A]")409A of the Internal Revenue Code at the time of 1986, as amended, andhis or her “separation from service” within the regulations and other guidance promulgated hereunder (the "Code") andmeaning of Section 409A of the Code, then any electionspayment otherwise required to be made by the Bank in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefitto Executive under this Agreement that constitutes a distributionon account of deferred compensation (withinhis or her separation from service, to the meaning of Treasury Regulation Section 1.409A-l(b)) upon the Executive's "separation from service" (within the meaning of Treasury Regulation Section l.409A-l(h)), afterextent such payment (after taking into account all available exemptions, that would otherwise be payable duringexclusions applicable to such payment under Section 409A of the six-month period after separation from service, willCode) is properly treated as deferred compensation subject to Section 409A of the Code, shall not be made during such six-month period, and any such payment, distribution or benefit will instead be paid onuntil the first business day after such six-month period (the "Delayed Payment Date"); provided, however, that if# the Executive dies followingexpiration of six months from the date of termination but prior to the Delayed Payment Date, such amounts shall be paid toExecutive’s separation from service, or # if earlier, the personal representativedate of Executive's estate within thirty (30) days following the Executive'Executive’s death.

Delay of Payments. Notwithstanding anything herein to the extentcontrary, if any amounts payable or benefits to be provided to the Executive under [Section 5] constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or an Affiliated Entity are a party or in which the Executive is an eligible participant), # if the Executive is a "specified employee," as defined in Section 409A(a)(2)(B)(i) ("Code [Section 409A]") of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated hereunder (the "Code") and any elections made by the Bank in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within“specified employee” within the meaning of Treasury Regulation Section 1.409A-l(b)) upon409A of the Executive's "separation from service" (withinCode (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Treasury Regulation Section l.409A-l(h)), after taking into account all available exemptions,409A of the Code that would otherwise be payable during the six-month period afterimmediately following the Date of Termination on account of the Executive’s separation from service, will be made during such six-month period, and any such payment, distribution or benefit willservice shall instead be paidpaid, with Interest (based on the rate in effect for the month in which the Executive’s separation from service occurs), on the first business day after such six-of the seventh month period (the "Delayed Payment Date"); provided, however, thatfollowing the Executive’s “separation from service” within the meaning of Section 409A of the Code; # if the Executive dies following the dateDate of termination butTermination and prior to the Delayed Payment Date,payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of Executive'the Executive’s estate within thirty (30)30 days followingafter the Executive'date of the Executive’s death.death; and # in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained