Six-Month Delay Under Certain Circumstances. Notwithstanding anything in this Plan to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan by reason of a Participant’s separation from service during a period in which he or she is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. [Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

Six-Month Delay Under Certain Circumstances.in Payment. Notwithstanding anything in this Plan to the contrary,contrary in the Plan, # if any amount or benefit that would constitute non-exempt “deferred compensation”upon the date of a Participant’s “separation from service” (as defined for purposes of SectionCode sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(i)) with the Company and its controlled subsidiaries and affiliates the Participant is a “specified employee” within the meaning of Code section 409A (determined by applying the default rules applicable under such Code section except to the extent such rules are modified by a written resolution that is adopted by the Committee and that applies for purposes of all deferred compensation plans of the Code wouldCompany and its affiliates), and the deferral of any amounts otherwise be payable or distributable under this Plan by reasonas a result of a Participant’s separation from service during a period in which heis necessary to prevent any accelerated or she is a Specified Employee (as defined below), then, subjectadditional tax to any permissible acceleration of payment bythe Participant under Code section 409A, then the Company shall defer the payment of any such amounts hereunder until the date that is six (6) months following the date of the Participant’s separation from service, at which time any such delayed amounts shall be paid or provided to the Participant and # if any other payments of money or other Awards or benefits due to a Participant hereunder could cause the application of an accelerated or additional tax under Treas. Reg. [Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts of interest),Code section 409A, such payments or (j)(4)(vi) (payment of employment taxes): other benefits shall be deferred and paid on the first day that would not result in the Participant incurring any tax liability under Code section 409A if such deferral would make such payment or other benefits compliant under Code section 409A.

Six-Month Delay Under Certain Circumstances. Notwithstanding anything in this PlanWithout limiting the generality of the foregoing, if and to the contrary, ifextent that any amountpayment or benefit that wouldunder this Agreement is determined by the Employer to constitute non-exempt “deferred“nonqualified deferred compensation” for purposessubject to section 409A of Sectionthe Code, this Agreement shall be administered accordingly, and any such payment provided to an employee who is a “specified employee” (within the meaning of section 409A of the Code would otherwise be payable or distributable under this Plan by reason of a Participant’s separation from service during a period in which he or she is a Specified Employee (as defined below), then, subjectand as determined pursuant to any permissible acceleration of paymentprocedures established by the Company under Treas. Reg. [Section 1.409A-3(j)Employer) must be delayed for six months from the Date of Termination to comply with [section 409A(a)(4)2)(ii)])B)(i)] (domestic relations order), (j)(4)(iii) (conflicts of interest),the Code. The Employer shall set aside those payments or (j)(4)(vi) (paymentbenefits that would have been made but for payment delay required by the preceding sentence, and such amounts will be paid at the end of employment taxes): the delay.

Six-Month Delay Under Certain Circumstances. Notwithstanding anything inthe foregoing or any other provision of this Plan to the contrary, if at the time of a Participant's “separation from service” (within the meaning of Code Section 409A), the Participant is a "Specified Employee," then the Company will defer the payment of any amountnonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefitbenefits ultimately paid or provided to the Participant) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would constitute non-exempt “deferred compensation”have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable). A Participant will be a "Specified Employee" for purposes of Section 409Athis Plan if, on the date of the Code would otherwise be payable or distributable under this Plan by reason of a Participant’Participant's separation from service during a period in which he or sheservice, the Participant is a Specified Employee (as defined below), then, subject to any permissible accelerationan individual who is, under the method of paymentdetermination adopted by the Company under Treas. Reg. [Sectiondesignated as, or within the category of employees deemed to be, a "Specified Employee" within the meaning and in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts1(i). The Company shall determine in its sole discretion all matters relating to who is a "Specified Employee" and the application of interest), or (j)(4)(vi) (paymentand effects of employment taxes): the change in such determination.

Six-Month Delay Under Certain Circumstances.Delay. Notwithstanding anything inany provision of this PlanAgreement to the contrary, if any amountif, at the time of Employee’s termination of employment with Employer, he is a “specified employee” as defined in Section 409A, and one or more of the payments or benefits received or to be received by Employee upon such termination pursuant to this Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwisewill be payable or distributableprovided under this Plan by reasonAgreement until the earlier of a Participant’# the date that is six (6) months following Employee’s separation from service during a period in which he or she is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. [Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (paymenttermination of employment taxes): with Employer and # Employee’s death. The provisions of this Section 21 shall apply only to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A.

Six-Month Delay Under Certain Circumstances. Notwithstanding anythingDelay. If it is determined that # Executive is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i), 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 Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, then notwithstanding the timing of payment provided in any other Section of this Plan to the contrary, if any amountAgreement, no payment, distribution or benefit under this Agreement that would constitute non-exempt “deferred compensation” for purposesconstitutes a distribution of Section 409Anonqualified deferred compensation on account of the Codesuch separation from service and that would otherwise be payable or distributable under this Plan by reason of a Participant’sduring the six (6) month period after such separation from service will be made during such six (6) month period, and any such payment, distribution or benefit, which accrued during such six (6) month period, will instead be paid in a lump sum on the first business day after such six (6) month period in which he or she is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. [Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): ends or, if earlier, upon Executive’s death.

Six-Month Delay Under Certain Circumstances.Required Payment Delays. Notwithstanding anything inany other provision of this Plan to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposesa Participant is a “specified employee” within the meaning of Section 409A of the Code and a payment provided for in this Plan would otherwise be payable or distributablesubject to additional tax under Section 409A of the Code if such payment is paid within six months after the Participant’s Separation from Service, then such payment required under this Plan by reasonshall not be paid (or commence) during the six-month period immediately following the Participant’s Separation from Service. In such an event, any payments that would otherwise have been made during such six-month period and which would have incurred such additional tax under Section 409A of the Code shall instead be paid to the Participant in a lump-sum cash payment, with interest calculated at the six month London Interbank Offered Rate (as in effect at the time of the Participant’s separationSeparation from service during a period in which he or she is a Specified Employee (as defined below)Service), then, subject to any permissible accelerationon the first day of payment by the Company under Treas. Reg. [Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): seventh month following the Participant’s Separation from Service.

Six-Month Delay Under Certain Circumstances.Specified Employee. Notwithstanding anything to the contrary in this PlanAgreement, no compensation or benefits that are “nonqualified deferred compensation” subject to Code Section 409A shall be paid to the contrary, ifEmployee during the six (6)-month period following his “separation from service” (within the meaning of [Section 409A(a)(2)(A)(i)] of the Code) to the extent that the Company determines that the Employee is a “specified employee” and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount or benefitcan be paid under Code Section 409A without being subject to such additional taxes, including as a result of the Employee’s death), the Company shall pay to the Employee a lump-sum amount equal to the cumulative amount that would constitute non-exempt “deferred compensation” for purposes of Section 409A ofhave otherwise been payable to the Code would otherwise be payable or distributable under this Plan by reason of a Participant’s separation from serviceEmployee during a period in which he or she is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. [Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): such six (6)-month period.

Six-Month Delay Under Certain Circumstances. Notwithstanding anythingDelay. 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 Plan to the contrary, if any amountAgreement, no payment, distribution or benefit under this Agreement that would constitute non-exempt “deferred compensation” for purposesconstitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 409A1.409A-l(b)) upon the Executive's "separation from service" (within the meaning of the CodeTreasury Regulation Section l.409A-l(h)), after taking into account all available exemptions, that would otherwise be payable or distributable under this Plan by reason of a Participant’sduring the six-month period after separation from serviceservice, will be made during asuch six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period in which he or she is a Specified Employee (as defined below), then, subject(the "Delayed Payment Date"); provided, however, that if the Executive dies following the date of termination but prior to any permissible accelerationthe Delayed Payment Date, such amounts shall be paid to the personal representative of payment byExecutive's estate within thirty (30) days following the Company under Treas. Reg. [Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): Executive's death.

Six-Month Delay Under Certain Circumstances. Notwithstanding anything in this Plan to the contrary, ifIf any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the“deferred compensation” under Internal Revenue Code (“Code”) [Section 409A] would otherwise be payable or distributable under this PlanAgreement by reason of a Participant’Executive’s separation“separation from serviceservice” during a period in which he or sheExecutive is a Specified Employee (as defined below)“specified employee” (within the meaning of Code Section 409A as determined by the Company), then,then any payment or benefits will be delayed until the earliest date on which they could be paid or distributed without being subject to any permissible acceleration of payment by the Companypenalty taxation under Treas. Reg. [Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): Code Section 409A.