[DATE]

Name of Employee
Address
Apt.
City, State, Zip

Dear [Name of Employee]:

[Name of Company] is pleased to offer you a Leave of Absence.  This Leave is based on your years of service and overall contribution to [specify company].  Your Leave will commence on September 1, 199  and end with your retirement on September 1, 199.

During your Leave, your status with [Name of Company] (the "Company") will be that of an inactive employee on a Leave of Absence. The Company will pay your salary, on a semi–monthly basis based on your annual salary of [specify] per year.  All salary paid to you by the Company during your Leave will be subject to applicable federal, state, city, and/or other local income taxes, social security deductions, and all other applicable withholdings and deductions.  These taxes and deductions will be made whether your residence is in or out of [specify state].  During your Leave, the Company must comply with any changes in laws affecting the amount of involuntary deductions from your salary.

The Company will also provide you with the employment benefits you have selected under the Flex Benefits program with limitations as described in this letter.  You will continue to be responsible for all premiums which will be deducted from salary payments made to you during your leave, and are subject to the same changes in premiums or in the benefits provided that affect active employees.  In addition, while you are on Leave, you will not be eligible for any new benefits the Company will introduce.

The list of benefits available under the [specify] Benefit Program while on Leave are as follows:

" Medical and Dental Benefits
" Employee Life Insurance
" Dependent Life Insurance

[Specify Name of spending account]. If you are currently enrolled in [Name of spending account], you may file claims for expenses incurred up to the end of the year in which your Leave ends.  If claims are not submitted by January 31 of the year following the year in which the claim was incurred, you will forfeit your [spending account] balance pursuant to the terms of the [spending account] plan.

During your Leave you may continue to make salary redirection deposits to your [spending account] on the same basis as you could as an active employee.

On the effective date of your Leave, your Flex benefit program will be changed as follows: You will no longer receive Flex credits currently used to select and fund your benefits.  You will receive a rate sheet describing the cost of each benefit.  These rates are subsidized by the Bank to offset the Flex credits you no longer will receive.

Your Savings Plan will continue with the following restrictions:

You will retain your Savings Plan account during your Leave.  However, no further allocations to your fund will be made during the Leave.  While on Leave, you are eligible to transfer your funds from one investment fund to another and/or apply for a hardship withdrawal.  These are the only two Savings Plan transactions you can make while on Leave.  Final settlement of your Savings Plan account  will be according to your election at the completion of your Leave.

Any payment due from you with respect to loans from your Savings Plan account will continue to be due until the loan is repaid or the end of your Leave, whichever comes first.  At the final distribution of your Savings Plan account, any unpaid balance must be settled before final payout is made.

Some of your current benefits will discontinue when you are transferred to the Leave, and are as follows:

Long Term Disability
Business Travel Accident Insurance
Accidental Death and Dismemberment Insurance

You will not accrue vacation during your Leave period.  At the beginning of your Leave, you will be paid for any unused entitled vacation time for the year in which you start your Leave.

If you die while on Leave, all salary and benefits payable to you under this Leave agreement will cease, although if you are married or legally separated at the time of your death, your spouse will receive spouse's benefits to the same extent that your spouse would have received them if you had been an active employee, contingent upon your enrollment in and entitlement under the Company's various benefits plans.

Before your Leave begins, you may choose to continue any or all of your voluntary deductions, such as Employee Stock Purchase Plan, Holiday Club, IRAs, voluntary insurance programs, Payroll Savings, and Savings Bonds.

All of your personal bank accounts, such as [spending account] privilege checking, savings accounts, mortgage, Visa/Mastercard, installment loans, and safe deposit boxes will remain available to you during your Leave on the same terms on which they are presently available to you.

If you are an Officer, you will be required to resign your Corporate title at the start of your Leave.  You may not, as an inactive employee, conduct Company business during your Leave, except that you agree to cooperate with requests for reasonable assistance to cover matters or events relating to your employment with the Company.  If you choose to secure employment elsewhere during your Leave, you will not forfeit any of the benefits, including the salary payments.

Approximately three to six months prior to the end of your Special Leave, the Retirement Center will contact you to discuss the various options offered.

If you have any questions, please call me at [specify].

Sincerely,

[NAME AND TITLE]