Specified Executive. Notwithstanding any other provision of this Agreement to the contrary, because Executive is considered a “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 a result of such Executive’s “separation from service” under this Agreement during the six (6)-month period immediately following Executive’s “separation from service” shall be accumulated and paid to Executive on the first day of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if Executive dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or ten (10) days following the date of Executive’s death.

Specified Executive. NotwithstandingIn the event any other provision ofone or more amounts payable under this Agreement constitute a “deferral of compensation” and become payable on account of the “separation from service” (as determined pursuant to Section 409A of the contrary, becauseCode) of Executive and if as such date Executive is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” within the meaning of Code(as determined pursuant to Section 409A that is otherwise due to Executive as a result of the Code), such Executive’s “separation from service” under this Agreement during the six (6)-month period immediately following Executive’s “separation from service”amounts shall not be accumulated and paid to Executive onbefore the earlier of # the first day of the seventh calendar month beginning after the date of Executive’s “separation from service” or # the date of Executive’s death following such “separation from service” (“Delayed Payment Date”), providedservice.” Where there is more than one such amount, each shall be considered a separate payment and all such amounts that if Executive dieswould otherwise be payable prior to the payment of such amounts, such amountsdate specified in the preceding sentence shall be accumulated (without interest) and paid to the personal representative of Executive’s estatetogether on the first to occur ofdate specified in the Delayed Payment Date or ten (10) days following the date of Executive’s death.preceding sentence.

If the contrary, because Executive is considered a “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 a result of such Executive’sthe Code at the time of his or her “separation from service” within the meaning of Section 409A of the Code, then any payment otherwise required to be made to Executive under this Agreement duringon account of his or her separation from service, to the six (6)-month period immediately following Executive’s “separation from service”extent such payment (after taking into account all exclusions applicable to such payment under Section 409A of the Code) is properly treated as deferred compensation subject to Section 409A of the Code, shall not be accumulated and paid to Executive onmade until the first business day after # the expiration of the seventh month following such “separationsix months from service” (“Delayed Payment Date”), provided that if Executive dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or ten (10) days following the date of the Executive’s separation from service, or # if earlier, the date of the Executive’s death.

To the extent the Executive is a "specified employee," as defined in [section 409A(a)(2)(B)(i)] of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other provisionsection of this Agreement, no payment, distribution or benefit under this Agreement to the contrary, because Executive is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” withina distribution of nonqualified deferred compensation (within the meaning of Code Section 409ATreasury Regulation [section 1.409A-1(b)])])]) upon the Executive's "separation from service" (within the meaning of Treasury Regulation [[section 1.409A-1(h)])]])]), after taking into account all available exemptions, that iswould otherwise due to Executive as a result of such Executive’s “separation from service” under this Agreementby payable during the six (6)-six‑month period immediately following Executive’after the Executive's “separationseparation from service” shallservice, will not be accumulatedmade during such six‑month period, and any such payment, distribution or benefit will instead be paid to Executive on the first business day ofafter such six‑month period (the "Delayed Payment Date"); provided, however, that if the seventh monthExecutive dies following such “separationa separation from service” (“service but before the Delayed Payment Date”), provided that if Executive dies prior to the payment of such amounts,Date, such amounts shall be paid to the personal representative of Executive’the Executive's estate on the first to occur of the Delayed Payment Date or ten (10)within thirty (30) days following the date of Executive’Executive's death.

Notwithstanding any other provision of this Agreementanything to the contrary, becausecontrary in this Agreement, if Executive is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation”(“Specified Employee”) within the meaning of Code Section 409A that is[Section 409A] at the time of Executive’s termination, then any Deferred Payments, which are otherwise due to Executive as a result of such Executive’s “separation from service” under this Agreement duringon or within the six (6)-month period immediately following Executive’s “separation from service” shall be accumulatedtermination will accrue during such six (6) month period and paid to Executivewill become payable in a lump sum payment on the firstdate six (6) months and one (1) day of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if Executive dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or ten (10) days following the date of Executive’s death.separation from service or the date of Executive’s death, if earlier. All Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2).

If any other provision ofpayment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the contrary, because Executive isprovisions of Section 409A of the Code and would be considered a “specified employee”payment upon a separation from service for purposes of Code Section 409A, any payment that constitutes “deferred compensation” within the meaning of Codeand Executive is determined to be a "specified employee" under Section 409A of the Code, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is otherwise duethe earlier to Executive as a resultoccur of such Executive’(i) Executive's “separation from service” under this Agreement duringdeath or (ii) the date that is six (6)-month period immediatelymonths and one day following Executive’the date of termination of Executive's “separation from service” shall be accumulated and paid to Executive onEmployment (the "Delay Period"). Upon the first dayexpiration of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if Executive dies priorDelay Period, the payments delayed pursuant to the payment of such amounts, such amountsthis [Section 24] shall be paid to Executive in a lump sum, and any remaining payments due under this [Section 24] shall be payable in accordance with their original payment schedule. For purposes of Section 409A of the personal representativeCode (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s estate on the firstright to occurreceive any installment payments under this Agreement shall be treated as a right to receive a series of the Delayed Payment Date or ten (10) days following the date of Executive’s death.separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment.

If the contrary, because Executive is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” within the meaning of Code(as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the Separation Date, to the extent that is otherwise due to Executive as a result of such Executive’s “separation from service”the payments or benefits under this Agreement during the six (6)-month period immediately following Executive’s “separation from service” shall be accumulated and paidare subject to Executive on the first daySection 409A of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if Executive dies prior toCode and the delayed payment or distribution of all or any portion of such amounts,amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such amountsportion deferred pursuant to this [Section 10(o)(ii)] shall be paid or distributed to Executive in a lump sum on the personal representativeearlier of # the date that is six (6)-months following Executive’s estate on the first to occur of the Delayed Payment Date or ten (10) days followingSeparation from Service, # the date of Executive’s death.death or # the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein.

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 provisionsection of this Agreement, no payment, distribution or benefit under this Agreement to the contrary, because Executive is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” withina distribution of deferred compensation (within the meaning of CodeTreasury Regulation Section 409A1.409A-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 iswould otherwise due to Executive as a result of such Executive’s “separation from service” under this Agreementbe payable during the six (6)-six-month period immediately following Executive’s “separationafter separation from service” shallservice, will be accumulatedmade during such six-month period, and any such payment, distribution or benefit will instead be paid to Executive on the first business day of the seventh after such six-month following such “separation from service” (“Delayedperiod (the "Delayed Payment Date”Date"), provided; provided, however, that if the Executive dies following the date of termination but prior to the payment of such amounts,Delayed Payment Date, such amounts shall be paid to the personal representative of Executive’Executive's estate on the first to occur of the Delayed Payment Date or ten (10)within thirty (30) days following the date of Executive’Executive's death.

Notwithstanding any other provision of this Agreementanything to the contrary, becausecontrary in this Agreement, if Executive is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” within the meaning of Code Section 409A that is otherwise[Section 409A] at the time of Executive’s termination of employment (other than due to Executive as a result of such Executive’s “separation from service” under this Agreement duringdeath), then the Deferred Payments, if any, that are payable within the first six (6)-month period immediately months following Executive’s “separationseparation from service” shall be accumulated and paid to Executiveservice, will become payable on the first day ofpayroll date that occurs on or after the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if Executive dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or ten (10) daysdate six (6) months and one (1) day following the date of Executive’s death.separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of [[Section 1.409A-2(b)(2)])]])] of the Treasury Regulations.

Anything in this Agreement to the contrary, because Executive is considered a “specified employee” for purposescontrary notwithstanding, if at the time of Code Section 409A, any payment that constitutes “deferred compensation”the Executive’s separation from service within the meaning of Code Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of [Section 409A(a)(2)(B)(i)] of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement or otherwise dueon account of the Executive’s separation from service would be considered deferred compensation otherwise subject to Executivethe 20 percent additional tax imposed pursuant to Section 409A(a) of the 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” under this Agreementservice, or # the 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 have been paid during the six (6)-six-month period immediately following Executive’s “separation from service”but for the application of this provision, and the balance of the installments shall be accumulated and paid to Executive on the first day of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if Executive dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or ten (10) days following the date of Executive’s death.payable in accordance with their original schedule.