**EXHIBIT10.13**

 

**EMPLOYMENTAGREEMENT**

 

This **EMPLOYMENT AGREEMENT**(“Agreement”)is made and entered into as of March 18, 2004, by and between **MERRILL MERCHANTSBANK**, a state-chartered stock bank organized and operatingunder the laws of the State of Maine and having an office at 201 Main Street,Bangor, Maine 04401 (“Bank”) and Edwin N. Clift (“Executive”).

 

**W I T N E S S ET H:**

 

**WHEREAS**, Executive currently serves the Bankin the capacity of President and Chief Executive Officer;

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**WHEREAS,**the Bank is a wholly-owned subsidiary of Merrill Merchants Bancshares, Inc., apublicly-held Maine corporation (“Holding Company”);

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**WHEREAS**, the Bank desires to assure for itselfthe continued availability of the Executive’s services on the terms andconditions hereinafter set forth; and

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**WHEREAS**, the Executive is willing to continueto serve the Bank on such terms and conditions;

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**NOW THEREFORE**, in consideration of thepremises and the mutual covenants and conditions hereinafter set forth, theBank and the Executive hereby agree as follows:

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**Section1.****                                          Employment.**

 

The Bank agrees to continue to employ the Executive and the Executivehereby agrees to such continued employment, during the period and upon theterms and conditions set forth in this Agreement.

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**Section2.****                                          EmploymentPeriod; Remaining Unexpired Employment Period.**

 

(a)                                  Theterms and conditions of this Agreement shall be and remain in effect during theperiod of employment established under this section 2 (“EmploymentPeriod”).  The Employment Period shallbe for an initial term of two years beginning on the date of thisAgreement.  Upon the first anniversaryof the date of this Agreement (an “Anniversary Date”), and on each AnniversaryDate occurring thereafter, the Board of Directors of the Bank (“Board”) shallreview the terms of this Agreement and the Executive’s performance of serviceshereunder and may, in the absence of objection from the Executive, approve anextension of the Employment Agreement pursuant to a resolution duly adopted bythe members of the Board.

 

(b)                                 Forall purposes of this Agreement, the term “Remaining Unexpired EmploymentPeriod” as of any date shall mean the period beginning on such date and endingon the Anniversary Date on which the Employment Period (as it may be extendedpursuant to section 2(a) of this Agreement) is then scheduled to expire.

 

(c)                                  Nothingin this Agreement shall be deemed to prohibit the Bank at any time fromterminating the Executive’s employment during the Employment Period with orwithout notice for any reason; provided, however, that the relative rights andobligations of the Bank and the Executive in the event of any such terminationsshall be determined under this Agreement.

 

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**Section 3.****                                          Duties.**

 

The Executive shall serve as President and Chief Executive Officer ofthe Bank, having such power, authority and responsibility and performing suchduties as are prescribed by or under the By-Laws of the Bank and as arecustomarily associated with such position or as assigned by the Board acting ingood faith. The Executive is responsible for all facets of operations of theBank and for implementing the directions of the Board limited by regulatory andprudent business constraints.  TheExecutive shall devote his full business time and attention (other than duringholidays, approved vacation periods, and periods of illness or approved leaveof absence) to the business and affairs of the Bank and shall use his bestefforts to advance the interests of the Bank.

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**Section4.****                                          CashCompensation.**

 

In consideration for the services to be rendered by the Executivehereunder, the Bank shall pay to him a salary at an initial annual rate of$190,000, payable in approximately equal installments in accordance with theBank’s customary payroll practices for officers.  The Board shall review the Executive’s annual rate of salary atsuch times, as it deems appropriate, but not less frequently than once everytwelve months, and may, in its discretion, approve an increase in such annualrate of salary.  In addition to salary,the Executive may receive other cash compensation from the Bank for serviceshereunder at such times, in such amounts and on such terms and conditions asthe Board may determine from time to time.

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**Section5.****                                          EmployeeBenefit Plans And Programs.**

 

During the Employment Period, the Executive shall be treated as anemployee of the Bank and shall be eligible to participate in and receivebenefits under any and all qualified or non-qualified retirement, pension,savings, profit-sharing or stock bonus plans, any and all group life, health(including hospitalization, medical and major medical), dental, accident andlong-term disability insurance plans, and any other employee benefit andcompensations plans (including, but not limited to, any incentive compensationplans or programs, stock options and appreciation rights plans and restrictedstock plans) as may from time to time be maintained by, or cover similarlysituated employees of, the Bank, in accordance with the terms and conditions ofsuch employee benefit plans and programs and compensations plans and programsand consistent with the Bank’s customary practices.

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**Section6.****                                          Terminationof Employment with Severance Benefits.**

 

(a)                                  TheExecutive shall be entitled to the severance benefits described in section 6(b)in the event that:

 

(i)                                     his employment isterminated by the Bank during the Employment Period for any reason other thanfor “cause” as defined in section 7(b);

 

(ii)                                  his employment withthe Bank terminates during the Employment Period as a result of the Executive’svoluntary resignation within 90 days following:

 

(A)                               the expiration of athirty day period following the date on which the Executive gives writtennotice to the Bank of its material breach of any term, condition or covenantcontained in this Agreement (including, without limitation, any reduction ofthe Executive’s rate of base salary in effect from time to time), unless duringsuch thirty day period, the Bank cures such failure; or

 

(B)                                a change in theExecutive’s principal place of employment to a location that is more than 40miles from the Bank’s principal office in Bangor, Maine; or

 

(iii)                               the Executivevoluntarily resigns following a “Change of Control” (as such term is defined insection 10(a) hereof) in the manner set forth in section 10(b) hereof.

 

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(b)                                 Uponthe termination of the Executive’s employment at the Bank under thecircumstances described in section 6(a) of this Agreement, the Bank shall haveno further obligations under this Agreement, other than to pay or to providethe Executive with:

 

(i)                                     the compensationhe has earned, but which is unpaid, as of the date of the termination of hisemployment with the Bank, such payment to be made at the time and in the mannerprescribed by law applicable to the payment of wages but in no event later thansixty (60) days after termination of employment;

 

(ii)                                  the benefits, if any,to which he is entitled as a former employee under the employee benefit plansand programs and compensation plans and programs maintained by the Bank foremployees;

 

(iii)                               continued group life,health (including hospitalization, medical and major medical), dental, accidentand long-term disability coverage plans under the plans and programs maintainedby the Bank for similarly situated employees until the earlier to occur of:

 

(A)                               the date the Executivefirst becomes eligible for such benefit coverage plans under plans or programsmaintained by a subsequent employer or

 

(B)                                the date the RemainingUnexpired Employment Period terminates; and

 

(iv)                              a lump sum payment withinsixty (60) days following his termination of employment with the Bank, in anamount equal to the salary that the Executive would have earned if he hadcontinued working for the Bank during the Remaining Unexpired Employment Periodat the highest annual rate of salary achieved during that portion of theEmployment Period which is prior to the Executive’s termination of employmentwith the Bank, where such value is to be determined by multiplying theRemaining Unexpired Employment Period by such highest annual rate of salary.

 

The Bank and the Executive hereby stipulate that the damages which maybe incurred by the Executive following any such termination of employment arenot capable of accurate measurement as of the date above first written and thatthe payments and benefits contemplated by this section 6(b) constitutereasonable damages under the circumstances without regard to the Executive’sefforts, if any, to mitigate damages. The Bank and Executive further agree that the Bank may condition thepayments and benefits (if any) due under sections 6(b)(iii) and 6(b)(iv) on:(i) the receipt of the Executive’s resignation from any and all positions whichhe holds as an officer, director or committee member with respect to theCompany, the Bank or any subsidiary or affiliate of either of them and (ii) theexecution of a release in favor of such entities in such form as the Bank maydetermine for any and all claims against such entities.

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**Section7.****                                          TerminationWithout Additional Bank Liability.**

 

Except as provided below, the Bank (and its affiliates) will have noliability to Executive in the event that the Executive’s employment with theBank shall terminate during the Employment Period on account of:

 

(a)                                  avoluntary resignation by the Executive, other than a voluntary resignationdescribed in Section 6(a)(ii) or 6(a)(iii) hereof;

 

(b)                                 adetermination that the Executive is eligible for long-term disability benefitsunder the Bank’s long-term disability insurance program or, if there is no suchprogram, under the federal Social Security Act;

 

(c)                                  thedeath of the Executive; or

 

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(d)                                 thedischarge of the Executive for “cause,” which, for purposes of the Agreementshall mean personal dishonesty, willful misconduct, breach of fiduciary dutyinvolving personal profit, intentional failure to perform stated duties,willful violation of any banking law, rule or regulation, conviction of afelony or final cease and desist order issued in response to conduct of theExecutive determined to be substantially deleterious to the Bank, or anymaterial breach of this Agreement, in each case as measured against standardsgenerally prevailing at the relevant time in the savings and community bankingindustry;  then the Bank (and itsaffiliates) shall have no further obligations under this Agreement, other thanthe payment to the Executive (or, in the event of his death, to his estate) ofhis earned but unpaid salary as of the date of the termination of hisemployment, and the provision of such other benefits, if any, to which he isentitled as a former employee under the employee benefit plans and programs andcompensation plans and programs maintained by, or covering employees of, theBank.

 

(e)                                  forpurposes of section 7(d), no act or failure to act, on the part of theExecutive, shall be considered “willful” unless it is done, or omitted to bedone, by the Executive in bad faith or without reasonable belief that theExecutive’s action or omission was in the best interests of the Bank and itsaffiliates.  Any act, or failure to act,based upon authority given pursuant to a resolution duly adopted by the Boardor based upon the written advice of counsel for the Bank shall be conclusivelypresumed to be done, or omitted to be done, by the Executive in good faith andin the best interests of the Bank.  Thecessation of employment of the Executive shall not be deemed to be for “cause”within the meaning of section 7(d) unless and until there shall have beendelivered to the Executive a copy of a resolution duly adopted by theaffirmative vote of two-thirds of the non-employee members of the Board at ameeting of the Board called and held for such purpose (after reasonable noticeis provided to the Executive and the Executive is given an opportunity,together with counsel, to be heard before the Board), finding that, in the goodfaith opinion of the Board, the Executive is guilty of the conduct described insection 7(d) above, and specifying the particulars thereof in detail.

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**Section8.****                                          CovenantNot To Compete.**

 

In the event that the Executive’s employment with the Bank terminatesprior to the expiration of the Employment Period, then for a period of one (1)year following the date of his termination of employment with the Bank (or, ifless, for the Remaining Unexpired Employment Period), the Executive shall not,without the written consent of the Bank, become an officer, employee,consultant, director or trustee of any competitor (as herein defined) if inthis capacity he would be working for a competitor in any county where a mainor a branch office of the Bank is located on the date of the Executive’stermination of employment.  For thispurpose, a “competitor” is any savings bank, cooperative bank, credit union,savings and loan association, savings and loan holding company, bank or bankholding company, or any direct or indirect subsidiary or affiliate of any suchentity.  This section 8 shall not applyif the Executive’s employment is terminated due to death or a voluntary orinvoluntary termination following a “Change of Control” as defined in section10(a) hereof.

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**Section9.****                                          Confidentiality.**

 

Unless he obtains the prior written consent of the Bank, the Executiveshall keep confidential and shall refrain from using for the benefit ofherself, or any person or entity other than the Bank or any entity which is asubsidiary of the Bank or of which the Bank is a subsidiary, any materialdocument or information obtained from the Bank, or from its parent orsubsidiaries, in the course of his employment with any of them concerning theirproperties, operations or business (unless such document or information isreadily ascertainable from public or published information or trade sources orhas otherwise been made available to the public through no fault of his own)until the same ceases to be material (or becomes so ascertainable oravailable); provided, however, that nothing in this section 9 shall prevent theExecutive, with or without the Bank’s consent, from participating in ordisclosing documents or information in connection with any judicial or administrativeinvestigation, inquiry or proceeding to the extent that such participation ordisclosure is required under applicable law.

 

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**Section 10.****                                   TerminationUpon Or Following A Change Of Control.**

 

(a)                                  AChange of Control of the Bank (“Change of Control”) shall be deemed to haveoccurred upon the happening of any of the following events:

 

(i)                                     approval by thestockholders of the Bank of a transaction that would result in thereorganization, merger or consolidation of the Bank, respectively, with one ormore other persons, other than a transaction following which:

 

(A)                              at least 51% of theequity ownership interest of the entity resulting from such transaction arebeneficially owned (within the meaning of Rule 13d-3 promulgated under theSecurities Exchange Act of 1934, as amended “Exchange Act”) in substantiallythe same relative proportions by persons who, immediately prior to suchtransaction, beneficially owned (within the meaning of Rule 13d-3 promulgatedunder the Exchange Act) at least 51% of the outstanding equity ownershipinterest in the Bank; and

 

(B)                                at least 51% of thesecurities entitled to vote generally in the election of directors of theentity resulting from such transaction are beneficially owned (within themeaning of Rule 13d-3 promulgated under the Exchange Act) in substantially thesame relative proportions by persons who, immediately prior to suchtransaction, beneficially owned (within the meaning of Rule 13d-3 promulgatedunder the Exchange Act) at least 51% of the securities entitled to votegenerally in the election of directors of the Bank;

 

(ii)                                  the acquisition ofall or substantially all of the assets of the Bank or approval by thestockholders of the Bank of any transaction which would result in such anacquisition;

 

(iii)                               a complete liquidationor dissolution of the Bank, or approval by the stockholders of the Bank of aplan for such liquidation or dissolution;

 

(iv)                              the occurrence of anyevent if, immediately following such event, at least 50% of the members of theBoard do not belong to any of the following groups:

 

(A)                              individuals who weremembers of the Board of the Bank on the date of this Agreement; or

 

(B)                                individuals who firstbecame members of the Board of the Bank after the date of this Agreementeither:

 

(I)                                    upon election toserve as a member of the Board of the Bank by affirmative vote of two-thirds ofthe members of such Board, of a nominating committee thereof, in office at thetime of such first election; or

 

(II)                                upon election by thestockholders of the Bank to serve as a member of the Board of the Bank, butonly if nominated for election by affirmative vote of two-thirds of the membersof the Board of the Bank, or of a nominating committee thereof, in office atthe time of such first nomination;

 

provided, however, that such individual’s election or nomination didnot result from an actual or threatened election contest or other actual orthreatened solicitation of proxies or consents other than by or on behalf ofthe Board of the Bank; or

 

(v)                                 any event which wouldbe described in section 10(a)(i), (ii), (iii) or (iv) if the term “HoldingCompany” were substituted for the term “Bank” therein.

 

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In no event, however, shall a Change of Control be deemed to haveoccurred as a result of any acquisition of securities or assets of the Bank,the Holding Company, or a subsidiary of either of them, by the Bank, theHolding Company, or a subsidiary of either of them, or by any employee benefitplan maintained by any of them.  Forpurposes of this section 10(a), the term “person” shall have the meaningassigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.

 

(b)                                 Inthe event of a Change of Control, the Executive shall be entitled to thepayments and benefits contemplated by section 6(b) in the event his employmentwith the Bank terminates due to his voluntary resignation within ninety (90)days following the effective date of the Change of Control with the RemainingUnexpired Employment Period deemed in such event to be twenty-four (24) months.  Notwithstanding anything in this Agreementto the contrary, in no event shall any payments made or benefits provided underthis Agreement, when combined with all other payments and benefits to theExecutive, be allowed to render any such payment or benefit nondeductible underSection 280G of the Internal Revenue Code (“Code”) or to trigger an excise taxunder Section 4999 of the Code.  In suchevent, the payments and/or benefits to be provided under this Agreement shallbe reduced, but not below zero, such that the aggregate benefits to be providedto the Executive do not exceed 2.99 multiplied by the Executive’s “base amount”(as such term is defined in Section 280G of the Code).

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**Section11.****                                   Solicitation.**

 

The Executive hereby covenants and agrees that, during the first one-yearperiod after his termination of employment with the Bank, he shall not, withoutthe written consent of the Bank, either directly or indirectly:

 

(a)                                  Solicit,offer employment of, or take any other action intended, or that a reasonableperson acting in like circumstances would expect, to have the effect of causingany officer or employee of the Bank, the Holding Company or any affiliate, asof the date of this Agreement, of either of them to terminate his or heremployment and accept employment or become affiliated with, or provide servicesfor compensation in any capacity whatsoever to, any savings bank, cooperativebank, credit union, savings and loan association, bank, bank holding company,savings and loan holding company, or other institution engaged in the businessof accepting deposits and making loans;

 

(b)                                 Provideany information, advice or recommendation with respect to any such officer oremployee of any savings bank, cooperative bank, credit union, holding company,or other institution engaged in the business of accepting deposits and makingloans, of either of them that is intended, or that a reasonable person actingin like circumstances would expect, to have the effect of causing any officeror employee of the Bank, the Holding Company or any affiliate as of the date ofthis Agreement, of either of them to terminate his or her employment and acceptemployment become affiliated with, or provide services for compensation in anycapacity whatsoever to, any savings bank, cooperative bank, credit union,savings and loan association, bank, bank holding company, savings and loanholding company, or other institution engaged in the business of acceptingdeposits and making loans; and

 

(c)                                  Solicit,provide any information, advice or recommendation or take any other actionintended, or that a reasonable person acting in like circumstances wouldexpect, to have the effect of causing any customer of the Bank to terminate anexisting business or commercial relationship with the Bank.

 

This section 11 shall not apply if the Executive’s employment isterminated due to death, or a voluntary or involuntary termination following a“Change of Control” as defined in section 10(a) hereof.

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**Section12.****                                   NoEffect on Employee Benefit Plans or Programs.**

 

The termination of the Executive’s employment during the term of thisAgreement or thereafter, whether by the Bank or by the Executive, shall have noeffect on the rights and obligations of the parties hereto under the

 

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Bank’s qualified or non-qualified retirement, pension, savings, thrift,profit-sharing or stock bonus plans, group life, health (includinghospitalization, medical and major medical), dental, accident and long-termdisability insurance plans or such other employee benefit plans or programs, orcompensation plans or programs, as may be maintained by, or cover employees of,the Bank from time to time.

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**Section13.****                                   SuccessorsAnd Assigns.**

 

This Agreement will inure to the benefit of and be binding upon theExecutive, his legal representatives and testate or intestate distributes, andthe Bank and its successors and assigns, including any successor by merger orconsolidation or any other person or firm or corporation to which all orsubstantially all of the assets and business of the Bank may be sold or otherwisetransferred.

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**Section14.****                                   Notices.**

 

Any communication required or permitted to be given under thisAgreement, including any notice, direction, designation, consent, instruction,objection or waiver, shall be in writing and shall be deemed to have been givenat such time as it is delivered personally, or five (5) days after mailing ifmailed, postage prepaid, by registered or certified mail, return receiptrequested, addressed to such party at the address listed below or at such otheraddress as one such party may be written notice specify to the other party:

 
| If to the Executive: |                                                                           |   |
|----------------------|--------------------------------------------------------------------------------|--------|
|                 | Edwin N. Clift                                                                 |   |   |
|                 | 194 Hansons Landing Road                                                       |   |   |
|                 | Ellsworth, Maine 04605                                                         |   |   |
|                 |                                                                           |   |
| If to the Bank:      |                                                                           |   |
|                 | Merrill Merchants Bank                                                         |   |   |
|                 | 201 Main Street                                                                |   |   |
|                 | Bangor, Maine  04401                                                      |   |   |
|                 | Attention:  Chairman of the Board                                    |   |   |
|                 |                                                                           |   |
| with a copy to:      |                                                                           |   |
|                 | Thacher Proffitt & Wood LLP                                                |   |   |
|                 | 1700 Pennsylvania Avenue, Suite 800                                            |   |   |
|                 | Washington, DC  20006                                                     |   |   |
|                 | Attention:        Richard A.  Schaberg |   |   |

 

**Section15.****                                   Severability.**

 

A determination that any provision of this Agreement is invalid orunenforceable shall not affect the validity of enforceability of any provisionhereof.

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**Section16.****                                   Waiver.**

 

Failure to insist upon strict compliance with any of the terms,covenants or conditions hereof shall not be deemed a waiver of such term,covenant, or condition.  A waiver of anyprovision of this Agreement must be made in writing, designated as a waiver,and signed by the party against whom its enforcement is sought.  Any waiver or relinquishment of any right orpower hereunder at any one or more times shall not be deemed a waiver orrelinquishment of such right or power at any other time or times.

 

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**Section 17.****                                   Counterparts.**

 

This agreement may be executed in two (2) or more counterparts, each ofwhich shall be deemed an original, and all of which shall constitute one andthe same Agreement.

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**Section18.****                                   GoverningLaw.**

 

This Agreement shall be governed by and construed and enforced inaccordance with the federal laws of the United Sates and, to the extent thatfederal law is inapplicable, in accordance with the laws of the State of Maineapplicable to contracts entered into and to be performed entirely within theState of Maine.

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**Section19.****                                   Headingsand Construction.**

 

The headings of sections in this Agreement are for convenience ofreference only and are not intended to qualify the meaning of any section.  Any reference to a section number shallrefer to a section of this Agreement, unless otherwise stated.

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**Section20.****                                   EntireAgreement; Modifications.**

 

This instrument contains the entire agreement of the parties relatingto the subject matter hereof, and supersedes in its entirety any and all prioragreements, understandings or representations relating to the subject matterhereof.  No modifications of the Agreementshall be valid unless made in writing and signed by the parties hereto.

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**Section21.****                                   RequiredRegulatory Provisions.**

 

The following provisions are included for the purposes of complyingwith various laws, rules and regulations applicable to the Bank:

 

(a)                                  Notwithstandinganything herein contained to the contrary, any payments to the Executive by theBank, whether pursuant to this Agreement or otherwise, are subject to andconditioned upon their compliance with section 18(k) of the Federal Deposit InsuranceAct (“FDI Act”), 12 U.S.C. §1828(k), and any regulations promulgated thereunder.

 

(b)                                 Notwithstandinganything herein contained to the contrary, if the Executive is suspended fromoffice and/or temporarily prohibited from participating in the conduct of theaffairs of the Bank pursuant to a notice serviced under section 8(e)(3) or8(g)(1) of the FDI Act, 12 U.S.C. §1818(e)(3) or1818 (g)(1), the Bank’sobligations under this Agreement shall be suspended as of the date of serviceof such notice, unless stayed by appropriate proceedings.  If the charges in such notice are dismissed,the Bank, in its discretions, may:

 

(i)                                     pay to theExecutive all or part of the compensation withheld while the Bank’s obligationshereunder were suspended, and

 

(ii)                                  reinstate, in wholeor in part, any of the obligations which were suspended.

 

(c)                                  Notwithstandinganything herein contained to the contrary, if the Executive is removed and/orpermanently prohibited from participating in the conduct of the Bank’s affairsby an order issued under section 8(e)(4) or 8(g)(1) of the FDI Act, 12 U.S.C.§1818(e)(4) or (g)(1), all prospective obligations of the Bank under thisAgreement shall terminate as of the effective date of the order, but vestedrights and obligations of the Bank and the Executive shall not be affected.

 

(d)                                 Notwithstandinganything herein contained to the contrary, if the Bank is in default (withinthe meaning of section 3(x)(1) of the FDI Act, 12 U.S.C. §1813(x)(1)), allprospective obligations of the Bank under

 

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this Agreement shall terminateas of the date of default, but vested rights and obligations of the Bank andthe Executive shall not be affected.

 

(e)                                  Notwithstandinganything herein contained to the contrary, all prospective obligations of theBank hereunder shall be terminated, except to the extent that a continuation ofthis Agreement is necessary for the continued operation of the Bank:

 

(i)                                     By the MaineBureau of Financial Institutions or the FDIC, at the time the FDIC enters intoan agreement to provide assistance to or on behalf of the Bank under theauthority contained in section 13(c) of the FDI Act, 12 U.S.C. §1823(c)

 

(ii)                                  By the Maine Bureauof Financial Institutions at the time the Maine Bureau of FinancialInstitutions approves a supervisory merger to resolve problems related to theoperation of the Bank or when the Bank is determined by the Maine Bureau ofFinancial Institutions to be in an unsafe or unsound condition.  The vested rights and obligations of theparties shall not be affected.

 

If and to the extent that any of the foregoing provisions shall ceaseto be required or by applicable law, rule or regulation, the same shall becomeinoperative as though eliminated by formal amendment of this Agreement.

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**IN WITNESS WHEREOF**,the Bank has caused this Agreement to be executed and the Executive hashereunto set her hand, all as of the day and year first above written.

 

 
|    | By:                                                 |      /s/ Edwin N. Clift |                        |
|---------|-----------------------------------------------------|--------------------------------------------------|-----------------------------|
|    |                                                |
|    |                                                | **EDWIN N. CLIFT**                               |
| ATTEST: |                                                |
|    |                                                | **MERRILL MERCHANTS BANK**                       |
|    |                                                |
|    |                                                |
| By:     |      /s/ Deborah A. Jordan |                                             | By:                         |      /s/ William C. Bullock, Jr. |   |
|    |                                                |                                             |
|    | **DEBORAH A. JORDAN**                               |                                             | **WILLIAM C. BULLOCK, JR.** |
|    | **SECRETARY**                                       |                                             | **CHAIRMAN OF THE BOARD**   |
|         |                                                     |                                                  |                             |  |  |  |  |  |  |

 

 

[Seal]

 

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