Example. Assume that Executive experiences a Termination without Cause at the end of his third year of employment. Under this Agreement, he would not receive a benefit from or under the Pension Plan. However, instead, he would receive a benefit under this Agreement equal to the benefit that he would have received under the Pension Plan had he been fully vested under the Pension Plan based upon three (3) years of benefit accrual service. This is referred to as the Supplemental Pension Benefit and is described in Section 5(a) above.

-2. Leased Employees are not eligible to participate in the Plan.

-2. Upon a Participant’s Reemployment After a Period of Uniformed Service, the Employer shall make an additional contribution on behalf of such Participant that would have been made on his or her behalf during the Plan Year or Years corresponding to the Participant’s Period of Uniformed Service.

-2.1 Merger: The Company or the Bank merges into or consolidates with another entity, or merges another Bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;

-2.2 Acquisition of Significant Share Ownership: A person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities; provided, however, this clause shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

-2.3 Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however, that for purposes of this clause (c), each director who is first elected by the board (or first nominated by the board for election by the stockholders or corporators) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

-2.4 Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

-2.5 Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred in connection with the Bank’s mutual holding company reorganization and/or minority offering. Similarly, a Change in Control shall not be deemed to have occurred in the event of a second-step conversion of TEB MHC, to a stock holding company with a contemporaneous stock offering.

[Section 2.12(b)(ii)] of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

[Section 2.5(a)] of the Sellers Disclosure Letter sets forth: