INVESTORS BANCORP, INC. EMPLOYMENT AGREEMENT

<PAGE>

EXHIBIT 10.1

[FORM OF 2 YEAR AGREEMENT]

INVESTORS BANCORP, INC.

EMPLOYMENT AGREEMENT

FOR

----------------------------------------

This Agreement is made effective as of the ____ day of _____________,

2005 by and between Investors Bancorp, Inc., a Delaware corporation (the

"Company"), with its principal administrative office at 101 JFK Parkway, Short

Hills, New Jersey 07078, and _________________ ("Executive").

WHEREAS, Executive is currently employed as the _____________________

of the Company, which owns 100% of the Common Stock of Investors Savings Bank, a

New Jersey chartered stock savings bank (the "Bank"); and

WHEREAS, in consideration of Executive's outstanding service to the

Company, the Company desires to assure the continued services of Executive

pursuant to the terms of this Agreement; and

WHEREAS, the Company also wishes to provide Executive with certain

protections and benefits in the event of a Change in Control of the Company or

the Bank, as provided in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual

covenants and conditions hereinafter set forth, the Company and Executive hereby

agree as follows:

1. POSITION AND RESPONSIBILITIES

During the period of his employment hereunder, Executive agrees to

serve as ___________________________ of the Company. During said period,

Executive also agrees to serve, if elected, as an officer and director of any

subsidiary or affiliate of the Company. Failure to reelect Executive as

_______________________ without the consent of Executive during the term of this

Agreement shall constitute a breach of this Agreement.

2. TERMS AND DUTIES

(a) The period of Executive's employment under this Agreement

shall begin as of the date first above written and shall continue for

twenty-four (24) full calendar months thereafter. Commencing on December 31,

2006, and continuing on December 31st of each year thereafter (the

"AnniversaryDate"), this Agreement shall renew for an additional year such that

the remaining term shall be three (3) years unless written notice of non-renewal

("Non-Renewal Notice") is provided to Executive at least thirty (30) days and

not more than sixty (60) days prior to any such Anniversary Date, that this

Agreement shall terminate at the end of twenty-four (24) months following such

Anniversary Date. Prior to each notice period for non-renewal, the disinterested

members of the Board of Directors of the Company ("Board") will conduct a

comprehensive performance evaluation and review of Executive for purposes of

determining

<PAGE>

whether to extend the Agreement, and the results thereof shall be included in

the minutes of the Board's meeting.

(b) During the period of his employment hereunder, except for

periods of absence occasioned by illness, reasonable vacation periods, and

reasonable leaves of absence, Executive shall faithfully perform his duties

hereunder including activities and services related to the organization,

operation and management of the Company.

3. COMPENSATION AND REIMBURSEMENT

(a) The compensation specified under this Agreement shall

constitute the salary and benefits paid for the duties described in Section

2(b). In consideration of the services to be rendered by Executive hereunder,

the Company and/or its subsidiaries shall pay Executive as compensation a salary

of not less than __________________________ ($_______.00) per year ("Base

Salary"). Such Base Salary shall be payable bi-weekly, or in accordance with the

Company's normal payroll practices. During the period of this Agreement,

Executive's Base Salary shall be reviewed at least annually; the first such

review will be made no later than December 31 of each year during the term of

this Agreement and shall be effective from the first day of the next calendar

year. Such review shall be conducted by a Committee designated by the Board of

Directors of the Company and the Board of Directors of the Bank (collectively

the "Boards"), and the Boards may increase, but not decrease, Executive's Base

Salary (any increase in Base Salary shall become the "Base Salary" for purposes

of this Agreement).

(b) The Company and/or its subsidiaries will provide Executive

with employee benefit plans, arrangements and perquisites substantially

equivalent to those in which Executive was participating or otherwise deriving

benefit from immediately prior to the beginning of the term of this Agreement,

and the Company and/or its subsidiaries will not, without Executive's prior

written consent, make any changes in such plans, arrangements or perquisites

which would adversely affect Executive's rights or benefits thereunder. Without

limiting the generality of the foregoing provisions of this Section 3(b),

Executive will be entitled to participate in or receive benefits under any

employee benefit plans including but not limited to, retirement plans,

supplemental retirement plans, pension plans, profit-sharing plans,

health-and-accident plans, medical coverage or any other employee benefit plan

or arrangement made available by the Company and/or its subsidiaries in the

future to its senior executives and key management employees, subject to and on

a basis consistent with the terms, conditions and overall administration of such

plans and arrangements. Executive will be entitled to incentive compensation and

bonuses as provided in any plan of the Company and/or its subsidiaries in which

Executive is eligible to participate (and he shall be entitled to a pro rata

distribution under any incentive compensation or bonus plan as to any year in

which a termination of employment occurs, other than termination for Just

Cause). Nothing paid to Executive under any such plan or arrangement will be

deemed to be in lieu of other compensation to which Executive is entitled under

this Agreement.

(c) In addition to the Base Salary provided for by paragraph (a)

of this Section 3, the Company and/or its subsidiaries shall pay or reimburse

Executive for all reasonable travel and other reasonable expenses incurred by

Executive in performing his obligations under this

2

<PAGE>

Agreement and may provide such additional compensation in such form and such

amounts as the Board may from time to time determine.

4. OUTSIDE ACTIVITIES

Executive may serve as a member of the board of directors of business,

community and charitable organizations subject to the approval of the Board,

provided that in each case such service shall not materially interfere with the

performance of his duties under this Agreement or present any conflict of

interest. Such service to and participation in outside organizations shall be

presumed for these purposes to be for the benefit of the Company, and the

Company shall reimburse Executive his reasonable expenses associated therewith.

5. WORKING FACILITIES AND EXPENSES

Executive's principal place of employment shall be the Company's

principal executive offices. The Company shall provide Executive, at his

principal place of employment, with a private office, stenographic services and

other support services and facilities suitable to his position with the Company

and necessary or appropriate in connection with the performance of his duties

under this Agreement. The Company shall reimburse Executive for his ordinary and

necessary business expenses incurred in connection with the performance of his

duties under this Agreement, including, without limitation, fees for memberships

in such clubs and organizations that Executive and the Board mutually agree are

necessary and appropriate to further the business of the Company, and travel and

reasonable .entertainment expenses. Reimbursement of such expenses shall be made

upon presentation to the Company of an itemized account of the expenses in such

form as the Company may reasonably require.

6. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION

(a) The provisions of this Section 6 shall apply upon the

occurrence of an Event of Termination (as herein defined) during Executive's

term of employment under this Agreement. As used in this Agreement, an "Event of

Termination" shall mean and include any one or more of the following:

(i) the termination by the Company or the Bank of

Executive's full-time employment hereunder for any

reason other than (A) Disability or Retirement (as

defined in Section 7 below), or (B) termination for

Just Cause as defined in Section 8 hereof; or

(ii) Executive's resignation from the Bank's employ, upon

any

(A) failure to elect or reelect or to appoint or

reappoint Executive as

_________________________, material change

in Executive's function, duties, or

responsibilities, which change would cause

Executive's position to become one of lesser

responsibility, importance, or scope from

the position and attributes thereof

described in Section 1, above,

3

<PAGE>

(B) liquidation or dissolution of the Company or

the Bank other than liquidations or

dissolutions that are caused by

reorganizations that do not affect the

status of Executive, or

(C) material breach of this Agreement by the

Company.

Upon the occurrence of any event described in clauses (ii) (A), (B), (C) or (D),

above, Executive shall have the right to elect to terminate his employment under

this Agreement by resignation upon sixty (60) days prior written notice given

within a reasonable period of time not to exceed four calendar months after the

initial event giving rise to said right to elect. Notwithstanding the preceding

sentence, in the event of a continuing breach of this Agreement by the Company,

Executive, after giving due notice within the prescribed time frame of an

initial event specified above, shall not waive any of his rights solely under

this Agreement and this Section by virtue of the fact that Executive has

submitted his resignation but has remained in the employment of the Company and

is engaged in good faith discussions to resolve any occurrence of an event

described in clauses (A), (B), (C) or (D) above.

(iii) Executive's involuntary termination by the Company or

voluntary resignation from the Company's employ on

the effective date of, or at any time following, a

Change in Control during the term of this Agreement.

For these purposes, a Change in Control of the

Company or the Bank shall mean a change in control of

a nature that: (i) would be required to be reported

in response to Item 5.01 of the current report on

Form 8-K, as in effect on the date hereof, pursuant

to Section 13 or 15(d) of the Securities Exchange Act

of 1934 (the "Exchange Act"); or (ii) results in a

Change in Control of the Bank or the Company within

the meaning of the Bank Holding Company Act, as

amended, and applicable rules and regulations

promulgated thereunder (collectively, the "BHCA") as

in effect at the time of the Change in Control; or

(iii) without limitation such a Change in Control

shall be deemed to have occurred at such time as (a)

any "person" (as the term is used in Sections 13(d)

and 14(d) of the Exchange Act) is or becomes the

"beneficial owner" (as defined in Rule 13d-3 under

the Exchange Act), directly or indirectly, of

securities of the Company representing 25% or more of

the combined voting power of Company's outstanding

securities, except for any securities purchased by

the Bank's employee stock ownership plan or trust; or

(b) individuals who constitute the Board on the date

hereof (the "Incumbent Board") cease for any reason

to constitute at least a majority thereof, provided

that any person becoming a director subsequent to the

date hereof whose election was approved by a vote of

at least three-quarters of the directors comprising

the Incumbent Board, or whose nomination for election

by the Company's stockholders was approved by the

same Nominating Committee serving under an Incumbent

Board, shall be, for purposes of this clause (b),

considered as though he were a member of the

Incumbent Board; or (c) a plan of reorganization,

merger, consolidation, sale of all or substantially

all the assets of the Bank or the Company or similar

transaction in which the Bank or Company is not the

surviving institution occurs or is

4

<PAGE>

implemented; or (d) a proxy statement soliciting

proxies from stockholders of the Company is

distributed, by someone other than the current

management of the Company, seeking stockholder

approval of a plan of reorganization, merger or

consolidation of the Company or similar transaction

with one or more corporations as a result of which

the outstanding shares of the class of securities

then subject to the plan are exchanged for or

converted into cash or property or securities not

issued by the Company; or (e) a tender offer is made

for 25% or more of the voting securities of the

Company and the shareholders owning beneficially or

of record 25% or more of the outstanding securities

of the Company have tendered or offered to sell their

shares pursuant to such tender offer and such

tendered shares have been accepted by the tender

offeror. Notwithstanding anything in this subsection

to the contrary, a Change in Control shall not be

deemed to have occurred upon the conversion of the

Company's mutual holding company parent to stock

form, or in connection with any reorganization used

to effect such a conversion.

(b) Upon the occurrence of an Event of Termination, on the Date of

Termination, as defined in Section 9(b), the Company and/or its subsidiaries

shall pay Executive, or, in the event of his subsequent death, his beneficiary

or beneficiaries, or his estate, as the case may be, as severance pay or

liquidated damages, or both, a sum equal to one and one-half (1 1/2 ) times the

sum of (i) Executive's Base Salary and (ii) the highest rate of bonus awarded to

Executive during the prior two years. Payments hereunder shall be made in a lump

sum within thirty (30) days (or if Code Section 409A is applicable, on the first

day of the seventh full month) following Executive's termination of employment.

(c) Upon the occurrence of an Event of Termination, the Company

will cause to be continued, at Company's sole expense, life, medical, dental and

disability coverage substantially identical to the coverage maintained by the

Company and/or the Bank for Executive prior to his termination. Such coverage or

payment shall continue for eighteen (18) months from the Date of Termination.

(d) Upon the occurrence of any Event of Termination, within sixty

(60) days (or, if Code Section 409A is applicable, on the first day of the

seventh full month) following Executive's termination of employment with the

Company, a lump sum payment in an amount equal to the excess, if any, of: (A)

the present value of the benefits to which he would be entitled under the

Company and/or the Bank's defined benefit pension plan (and any other defined

benefit plan maintained by the Company and/or the Bank) if he had the additional

years of service that he would have had if he had continued working for the

Company for a thirty-six (36) month period following his termination earning the

salary that would have been paid during the remaining unexpired term of this

Agreement (assuming, if a Change in Control as defined in Section 4(a)(iii) has

occurred, that the annual Base Salary under Section 3(a) continues for the

remaining unexpired term of this Agreement), determined as if each such plan had

continued in effect without change in accordance with its terms as of the day

prior to his actual date of his termination and as if such benefits were payable

beginning on the first day of the month coincident with or next following his

actual date of his termination, over (B) the present value of the benefits to

which he is actually entitled under the Company and/or the Bank's defined

benefit

5

<PAGE>

pension plan (and any other defined benefit plan maintained by the Company

and/or the Bank) as of the date of his termination, where such present values

are to be determined using a discount rate of 6% and the mortality tables

prescribed under Section 72 of the Internal Revenue Code of 1986 ("Code").

(e) Notwithstanding the preceding paragraphs of this Section, in

the event that the aggregate payments or benefits to be made or afforded to

Executive under said paragraphs (the "Termination Benefits") would be deemed to

include an "excess parachute payment" under Section 280G of the Code or any

successor thereto, then such Termination Benefits will be reduced to an amount

(the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less

than an amount equal to the total amount of payments permissible under Section

280G of the Code or any successor thereto.

7. TERMINATION UPON RETIREMENT, DISABILITY OR DEATH

For purposes of this Agreement, termination by the Company of

Executive's employment based on "Retirement" shall mean termination of

Executive's employment by the Company upon attainment of age 65, or such later

date as determined to by the Board of Directors of the Company. Upon termination

of Executive's employment upon Retirement, Executive shall be entitled to all

benefits under any retirement plan of the Company and other plans to which

Executive is a party but shall not be entitled to the Termination Benefits

specified in Section 6(b) through (d) hereof.

In the event Executive is unable to perform his duties under this

Agreement on a full-time basis for a period of six (6) consecutive months by

reason of illness or other physical or mental disability ("Disability"), the

Company may terminate this Agreement, provided that the Company shall continue

to be obligated to pay Executive his Base Salary for the remaining term of the

Agreement, or one year, whichever is the longer period of time, and provided

further that any amounts actually paid to Executive pursuant to any disability

insurance or other similar such program which the Company has provided or may

provide on behalf of its employees or pursuant to any workman's or social

security disability program shall reduce the compensation to be paid to

Executive pursuant to this paragraph.

In the event of Executive's death during the term of the Agreement, his

estate, legal representatives or named beneficiaries (as directed by Executive

in writing) shall be paid Executive's Base Salary as defined in Paragraph 3(a)

at the rate in effect at the time Executive's death for a period of one (1) year

from the date of Executive's death, and the Company will continue to provide

medical and dental coverage for Executive's family for one (1) year after

Executive's other benefits normally provided for an Executive's death.

8. TERMINATION FOR JUST CAUSE

In the event that employment hereunder is terminated by the Company for

Just Cause, the Executive shall not be entitled to receive compensation or other

benefits for any period after such termination, except as provided by law. The

phrase "Just Cause" as used herein, shall exist when there has been a good faith

determination by the Board that there shall have occurred one or more of the

following events with respect to the Executive: (i) the conviction of the

Executive of

6

<PAGE>

a felony or of any lesser criminal offense involving moral turpitude; (ii) the

willful commission by the Executive of a criminal or other act that, in the

judgment of the Board will likely cause substantial economic damage to the

Company or the Bank or substantial injury to the business reputation of the

Company or Bank; (iii) the commission by the Executive of an act of fraud in the

performance of his duties on behalf of the Company or Bank; (iv) the continuing

willful failure of the Executive to perform his duties to the Company or Bank

(other than any such failure resulting from the Executive's incapacity due to

physical or mental illness) after written notice thereof (specifying the

particulars thereof in reasonable detail) and a reasonable opportunity to be

heard and cure such failure are given to the Executive by the Board; or (v) an

order of a federal or state regulatory agency or a court of competent

jurisdiction requiring the termination of the Executive's employment by the

Company. Executive shall not have the right to receive compensation or other

benefits for any period after Termination for Just Cause.Notwithstanding the

foregoing, Just Cause shall not be deemed to exist unless there shall have been

delivered to the Executive a copy of a resolution duly adopted by the

affirmative vote of not less than a majority of the entire membership of the

Board at a meeting of the Board called and held for the purpose (after

reasonable notice to the Executive and an opportunity for the Executive to be

heard before the Board), finding that in the good faith opinion of the Board the

Executive was guilty of conduct described above and specifying the particulars

thereof. Prior to holding a meeting at which the Board is to make a final

determination whether Just Cause exists, if the Board determines in good faith

at a meeting of the Board, by not less than a majority of its entire membership,

that there is probable cause for it to find that the Executive was guilty of

conduct constituting Just Cause as described above, the Board may suspend the

Executive from his duties hereunder for a reasonable period of time not to

exceed fourteen (14) days pending a further meeting at which the Executive shall

be given the opportunity to be heard before the Board. For purposes of this

subparagraph, no act or failure to act, on the Executive's part shall be

considered "willful" unless done, or omitted to be done, by him not in good

faith without reasonable believe that his action or omission was in the best

interest of the Company and the Bank. Upon a finding of Just Cause, the Board

shall deliver to the Executive a Notice of Termination, as more fully described

in Section 9 below.

9. NOTICE

(a) Any purported termination by the Company or by Executive shall

be communicated by Notice of Termination to the other party hereto. For purposes

of this Agreement, a "Notice of Termination" shall mean a written notice which

shall indicate the specific termination provision in this Agreement relied upon

and shall set forth in reasonable detail the facts and circumstances claimed to

provide a basis for termination of Executive's employment under the provision so

indicated.

(b) "Date of Termination" shall mean (A) if Executive's employment

is terminated for Disability, thirty (30) days after a Notice of Termination is

given (provided that he shall not have returned to the performance of his duties

on a full-time basis during such thirty (30) day period), and (B) if his

employment is terminated for any other reason, the date specified in the Notice

of Termination (which, except in the case of a termination for Just Cause, shall

not be less than thirty (30) days from the date such Notice of Termination is

given). In the event of termination for Just Cause, termination shall be

immediate upon the receipt of a Notice of Termination.

7

<PAGE>

(c) If, within thirty (30) days after any Notice of Termination is

given, the party receiving such Notice of Termination notifies the other party

that a dispute exists concerning the termination, except upon the voluntary

termination by Executive in which case the Date of Termination shall be the date

specified in the Notice, the Date of Termination shall be the date on which the

dispute is finally determined, either by mutual written agreement of the

parties, by a binding arbitration award, or by a final judgment, order or decree

of a court of competent jurisdiction (the time for appeal having expired and no

appeal having been perfected) and provided further that the Date of Termination

shall be extended by a notice of dispute only if such notice is given in good

faith and the party giving such notice pursues the resolution of such dispute

with reasonable diligence. Notwithstanding the pendency of any such dispute,

except in the event of termination for Just Cause, the Bank will continue to pay

Executive his full compensation in effect when the notice giving rise to the

dispute was given (including, but not limited to, Base Salary) and continue

Executive as a participant in all compensation, benefit and insurance plans in

which he was participating when the notice of dispute was given, until the

dispute is finally resolved in accordance with this Agreement, provided such

dispute is resolved within the term of this Agreement. If such dispute is not

resolved within the term of the Agreement, the Bank shall not be obligated, upon

final resolution of such dispute, to pay Executive compensation and other

payments accruing beyond the term of the Agreement. Amounts paid under this

Section following Notice of Termination shall be offset against or reduce any

other amounts due under this Agreement.

10. POST-TERMINATION OBLIGATIONS

(a) All payments and benefits to Executive under this Agreement

shall be subject to Executive's compliance with paragraph (b) of this Section

during the term of this Agreement and for one (1) full year after the expiration

or termination hereof.

(b) Executive shall, upon reasonable notice, furnish such

information and assistance to the Bank as may reasonably be required by the Bank

in connection with any litigation in which it or any of its subsidiaries or

affiliates is, or may become, a party.

11. NON-COMPETITION

(a) Upon any termination of Executive's employment hereunder,

other than a termination (whether voluntary or involuntary) following a Change

in Control, as a result of which the Company is paying Executive benefits under

Section 6 of this Agreement, Executive agrees not to compete with the Bank

and/or the Company for a period of one (1) year following such termination

within twenty-five (25) miles of any existing branch of the Bank or any

subsidiary of the Company or within twenty-five (25) miles of any office for

which the Bank, the Company or a Bank subsidiary of the Company has filed an

application for regulatory approval to establish an office, determined as of the

effective date of such termination, except as agreed to pursuant to a resolution

duly adopted by the Board. Executive agrees that during such period and within

said area, cities, towns and counties, Executive shall not work for or advise,

consult or otherwise serve with, directly or indirectly, any entity whose

business materially competes with the depository, lending or other business

activities of the Bank and/or the Company. The parties hereto, recognizing that

irreparable injury will result to the Bank and/or the Company, its business and

property in the event of Executive's breach of this Subsection 11(a) agree that

in

8

<PAGE>

the event of any such breach by Executive, the Bank and/or the Company will be

entitled, in addition to any other remedies and damages available, to an

injunction to restrain the violation hereof by Executive, Executive's partners,

agents, servants, employers, employees and all persons acting for or with

Executive. Executive represents and admits that Executive's experience and

capabilities are such that Executive can obtain employment in a business engaged

in other lines and/or of a different nature than the Bank and/or the Company,

and that the enforcement of a remedy by way of injunction will not prevent

Executive from earning a livelihood. Nothing herein will be construed as

prohibiting the Bank and/or the Company from pursuing any other remedies

available to the Bank and/or the Company for such breach or threatened breach,

including the recovery of damages from Executive.

(b) Executive recognizes and acknowledges that the knowledge of

the business activities and plans for business activities of the Company and

affiliates thereof, as it may exist from time to time, is a valuable, special

and unique asset of the business of the Company. Executive will not, during or

after the term of his employment, disclose any knowledge of the past, present,

planned or considered business activities of the Company or affiliates thereof

to any person, firm, corporation, or other entity for any reason or purpose

whatsoever (except for such disclosure as may be required to be provided to any

federal banking agency with jurisdiction over the Company or Executive).

Notwithstanding the foregoing, Executive may disclose any knowledge of banking,

financial and/or economic principles, concepts or ideas which are not solely and

exclusively derived from the business plans and activities of the Company, and

Executive may disclose any information regarding the Bank or the Company which

is otherwise publicly available. In the event of a breach or threatened breach

by Executive of the provisions of this Section, the Company will be entitled to

an injunction restraining Executive from disclosing, in whole or in part, the

knowledge of the past, present, planned or considered business activities of the

Company or affiliates thereof, or from rendering any services to any person,

firm, corporation, other entity to whom such knowledge, in whole or in part, has

been disclosed or is threatened to be disclosed. Nothing herein will be

construed as prohibiting the Company from pursuing any other remedies available

to the Company for such breach or threatened breach, including the recovery of

damages from Executive.

12. SOURCE OF PAYMENTS; NO DUPLICATION OF PAYMENTS

(a) All payments provided in this Agreement shall be timely paid

in cash or check from the general funds of the Company.

(b) Notwithstanding any provision herein to the contrary, to the

extent that payments and benefits, as provided by this Agreement, are paid to or

received by Executive from the Bank, such compensation payments and benefits

paid by the Bank will be subtracted from any amount due Executive under this

Agreement. Payments pursuant to this Agreement shall be paid by the Company

and/or the Bank and shall be allocated in proportion to the level of activity

and the time expended on such activities by Executive as determined by the

Company and the Bank on a quarterly basis.

9

<PAGE>

13. NO EFFECT EMPLOYEE BENEFITS PLANS OR PROGRAMS

The termination of Executive's employment during the term of this

Agreement or thereafter, whether by the Company or by Executive, shall have no

effect on the vested rights of Executive under the Company's or the Bank's

qualified or non-qualified retirement, pension, savings, thrift, profit-sharing

or stock bonus plans, group life, health (including hospitalization, medical and

major medical), dental, accident and long term disability insurance plans, or

other employee benefit plans or programs, or compensation plans or programs in

which Executive was a participant.

14. REQUIRED REGULATORY PROVISIONS

(a) Notwithstanding anything herein contained to the contrary, any

payments to Executive by the Company, whether pursuant to this Agreement or

otherwise, are subject to and conditioned upon their compliance with Section

18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the

regulations promulgated thereunder in 12 C.F.R. Part 359.

(b) The Company may terminate the Executive's employment at any

time and for any reason, but any termination by the Company, other than

Termination for Cause, shall not prejudice Executive's right to compensation or

other benefits under this Agreement.

15. NO ATTACHMENT

(a) Except as required by law, no right to receive payments under

this Agreement shall be subject to anticipation, commutation, alienation, sale,

assignment, encumbrance, charge, pledge, or hypothecation, or to execution,

attachment, levy, or similar process or assignment by operation of law, and any

attempt, voluntary or involuntary, to affect any such action shall be null,

void, and of no effect.

(b) This Agreement shall be binding upon, and inure to the benefit

of, Executive and the Bank and their respective successors and assigns.

16. ENTIRE AGREEMENT; MODIFICATION AND WAIVER

(a) This instrument contains the entire agreement of the part