Termination Payment. If the Company terminates the Executive’s employment for other than Death, Disability or Due Cause prior to the expiration of the Employment Term, the term “Termination Payment” shall mean a cash payment equal to the sum of:

Upon the termination of the Executive’s employment for Cause by the Company or by voluntary resignation without Good Reason by the Executive pursuant to Section 4.4, the Executive will not be entitled to any termination or severance payment or benefits, other than the compensation earned by the Executive for the period before the date of cessation of his employment calculated up to and including the date of cessation of his employment.

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees and expenses through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

Payment Following Termination/Release. (a) If Employee’s employment with the Company is terminated at the expiration of the six month Term in accordance with Section 3.1 without Employee’s employment having been terminated earlier, following the Termination Date (as defined in 3.1) and upon Employee’s execution of the Termination General Release attached as Exhibit B herein, and expiration of the seven (7) day Revocation Period in the Termination General Release without revocation of such release, the Company shall pay Employee a lump sum payment of $100,000 (the “Severance Payment”). The parties acknowledge that the Severance Payment is consideration for Employee entering into this Agreement (and in particular his taking on the Restrictive Covenants in Section 4 of the Agreement) and his release of claims in the Termination General Release. Employee acknowledges that the Severance Payment shall be in addition to any compensation Employee has earned through the Transition Start Date, and will earn through the Term, and that Employee would not be entitled to the Severance Payment but for Employee’s execution of this Agreement and Exhibit B, the Termination General Release. (b) If Employee’s employment is terminated prior to the expiration of the six month Term as a result of the death of Employee, the Company shall pay to Employee’s estate: # $100,000; and # any remaining portion of the Transition Pay that Employee would have earned throughout the remainder of the six month Term as set forth in Section 2.1.2.

This Agreement contains the entire agreement among the parties concerning the employment of the Executive by the Bank. No modification, amendment or waiver of any provision of this Agreement shall be effective unless set forth in writing signed by all parties hereto.

Entire Agreement; Amendment and Termination. This Agreement contains the entire understanding of the parties. No amendment or termination of this Agreement that would be adverse to the rights of the Participant shall be made by the Board, the Committee or the Plan Administrator at any time without the written consent of the Participant. No amendment or termination of the Plan will adversely affect the right, title and interest of the Participant under this Agreement or to the Award granted hereunder without the written consent of the Participant.

Amendments and Termination; Entire Agreement. This Agreement may not be amended or terminated except by a writing executed by all of the parties hereto. This Agreement constitutes the entire agreement of [[the Company:Organization]] and Executive relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.

Entire Obligation. Except as provided in [Subsection 4(j)] of this Agreement, following the Executive’s termination of employment under this [Subsection 4(d)], the Executive will have no further obligation to the Company pursuant to this Agreement (other than under [Subsection 4(i)] and Paragraph 18 (to the extent such policies, guidelines and codes by their terms apply post-employment)). Except for the Termination Payment and as otherwise provided in accordance with the terms of the Company’s benefit programs and plans then in effect or as expressly required under applicable law, after termination by the

A Participant who incurs a Termination of Employment for Cause will forfeit the entire balance of his Account regardless if vested.

Payment. Ford shall deliver to Ford Credit a schedule reflecting the interest on the net Contingent Tax Liabilities or net Adjusted Tax Asset Balance no later than one month prior to the end of each calendar year quarter. Ford Credit shall pay Ford or Ford shall pay Ford Credit, as the case may be, in accordance with their customary intercompany settlement procedure, the interest amount.