This Agreement supersedes and novates all other prior understandings, commitments, representations, negotiations, contracts and agreements, whether oral or written, between the parties hereto relating to the matters contemplated hereby and constitute the entire understanding and agreement between the parties hereto relating to the subject matter hereof.  In particular, this Agreement supersedes, novates, cancels and replaces the agreement between the Bank and the Executive dated December 14, 2011 and all amendments and addendums thereto.