Exhibit 10
 DIRECTORS
 DEFERRED FEE PLAN
 OF   MERCHANTS & MARINE BANK




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Article
    
    Subject
    
    PageI
    
    Definitions and Construction
    
    
    1II
    
    Eligibility and Participation
    
    
    3III
    
    Death Benefit
    
    
    3IV
    
    Retirement Benefit
    
    
    5V
    
    Beneficiary
    
    
    6VI
    
    Leave of Absence
    
    
    6VII
    
    Source of Benefits
    
    
    7VIII
    
    Termination of Relationship
    
    
    7IX
    
    Termination of Participation
    
    
    8X
    
    Termination, Amendment, Modification, or Supplement
of Plan
    
    
    8XI
    
    Other Benefits and Agreements
    
    
    9XII
    
    Restrictions on Alienation
of Benefits
    
    
    9XIII
    
    Administration of the Plan
    
    
    9XIV
    
    Adoption of Plan by Subsidiary, Affiliated or Associated
Companies
    
    
    11XV
    
    Miscellaneous
    
    
    11Plan Agreement
    
    
    I-1




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DIRECTORS

DEFERRED FEE PLAN
OF
MERCHANTS & MARINE BANK
  &
  DEFINITIONS AND CONSTRUCTION
 1.1
    
    Definitions. For purpose of this Plan, the following phrases or terms
shall have the following indicated meanings unless otherwise clearly apparent from the
context:
 (a)
    
    Beneficiary shall mean the person, persons, or estate of a
Participant, entitled to receive any benefits subsequent to the death of a
Participant under a Plan Agreement entered into in accordance with the terms of
this Plan.(b)
    
    Beneficiary Designation shall mean the form of written
agreement, attached hereto as Annex II, by which the Participant names the
Beneficiary(ies) of the Plan.(c)
    
    Board of Directors shall mean the Board of Directors of
Merchants & Marine Bank unless otherwise indicated or the context otherwise
requires.(d)
    
    Committee shall mean the Administrative Committee appointed
to manage and administer the Plan and individual Plan Agreements in accordance
with the provisions of Article XIII hereof.(e)
    
    Bank shall mean Merchants & Marine Bank and any Subsidiary
that duly adopts the Plan as provided in Article XIV hereof. Where the context
dictates, the term Bank as used herein refers to the particular Bank that has
entered into a Plan Agreement with a particular Participant.(f)
    
    Early Retirement Date shall be the date of a Participants
Retirement prior to his or her Normal Retirement Date which may occur on the
first day of any month following the month in which the Participant attains his
or her fifty-fifth (55th) birthday and has completed one (1) full year of
participation in the Plan.
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(g)
    
    Director shall mean any person who is associated as a Director
with the Bank or one of its Subsidiaries.(h)
    
    Normal Retirement Date shall be the later of the first day of
the month following the month in which the Participant attains his or her
sixty-fifth (65th) birthday if initial entry into the Plan is age fifty-five
(55) or younger; or after ten (10) years of participation in the Plan if
initial entry in the Plan is over age fifty-five (55).(i)
    
    Participant shall mean a Director who is selected and elects
to participate in the Plan through the execution of a Plan Agreement in
accordance with the provisions of Article II.(j)
    
    Plan shall mean the Directors Deferred Fee Plan of Merchants & Marine
Bank as amended from time to time.(k)
    
    Plan Agreement shall mean the form of written agreement,
attached hereto as Annex I, which is entered into from time to time by and
between the Bank and a Director selected to become a Participant as a condition
to participation in the Plan. Each Plan Agreement executed by a Participant
shall provide for the entire benefit to which such Participant is entitled
under the Plan, and the Plan Agreement bearing the latest date shall govern
such entitlement.(l)
    
    Retirement and Retire shall mean severance of
relationship with the Bank at or after the attainment of his or her Normal
Retirement Date or, with the consent of the Bank, on or after the Early
Retirement Date.(m)
    
    Subsidiary shall mean any business organization in which
Merchants &Marine Bank, directly or indirectly, owns an interest, excluding
ownership interests Merchants & Marine Bank may hold in their fiduciary
capacities as trustee or otherwise, and any other business organization that
the Board of Directors designates as a Subsidiary for purposes of this Plan.(n)
    
    Election to Participate shall mean the form of written
agreement that will be executed and entered into between a Director and Bank
specifying the amount of Directors Fees to be deferred immediately following
the date of execution of said Election to Participate and continuing
thereafter under the terms of the Plan.(o)
    
    Designated Duration shall mean the number of years that
Retirement or death benefits will be paid to a Participant or Beneficiary under
the terms of the Plan. The Designated Duration shall be ten (10) years or one
hundred and twenty (120) months if initial entry in the Plan is age sixty (60) or
older and fifteen (15) years or one hundred and eighty (180) months if initial
entry in the Plan is age fifty-nine (59) or younger.
 1.2
    
    Construction. The masculine gender when used herein shall be deemed to include the
feminine gender, and the singular may include the plural unless the context clearly indicates
to the contrary. The words hereof, herein, hereunder, and other similar compounds of the
word here shall mean and refer to the entire Plan and not to any particular provision or
section. Whenever the words Article or Section are used in this Plan, or a cross-reference
to an Article or Section is made, the Article or Section referred to shall be an Article
or Section of this Plan unless otherwise specified.
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ELIGIBILITY AND PARTICIPATION
 2.1
    
    Eligibility. In order to be eligible for participation in the Plan, a Director must
be selected by the Committee in the year preceding the year in which the Director is eligible
to participate and in each succeeding year thereafter as hereinafter provided. The Committee,
in its sole and absolute discretion, shall determine eligibility for participation in
accordance with the purposes of the Plan.2.2
    
    Participation. After being selected by the Committee to participate in this Plan, a
Director shall, as a condition precedent to participation herein, complete and return to the
Committee a duly executed Election to Participate and Plan Agreement electing to participate
herein and agreeing to the terms and conditions thereof, and by the execution of such
Participant shall agree that all amounts deferred thereby shall be irrevocably deferred and
that in lieu thereof the Participant shall be entitled solely to the benefits provided under
this Plan. Such Election to Participate and Plan Agreement shall be completed and returned to
the committee at the time specified thereby, but in no event subsequent to December 31st of
the year preceding the year to which the Plan Agreement relates.
  DEATH BENEFIT
 3.1.
    
    Amount and Payment of Death Benefit. If a Participant dies before Retirement and the
Plan is in effect at that time, the Bank will pay or cause to be paid a Death Benefit to such
Participants Beneficiary. The said Death Benefit shall be as set forth in the Plan Agreement
paid monthly for the Designated Duration. Such payments shall commence effective the first day
of the month following the date of death.Notwithstanding the immediately preceding paragraph of this Section 3.1, the Bank will pay
or cause to be paid the Death Benefit specified therein only if:
 (a)
    
    At the time of the Participants death prior to attaining his or her
Normal Retirement Date, such Participant was a Director and had not Retired, or
was on authorized leave of absence, and all deferrals and payments required to
be made by such Participant under Sections 3.2 et. seq. have been made;(b)
    
    The Participants Plan Agreement had been kept in force throughout the
period commencing on the date of such Plan Agreement and ending on the date of
his or her death;(c)
    
    The Participants death was due to causes other than suicide within two
(2) years of the date of his or her original Plan Agreement or within two (2)
years of the date of any amendment to his or her Plan Agreement or any
subsequent Plan Agreement resulting from additional benefits because of an
increase in the Participants benefits; but the Participants suicide shall
relieve the Bank only of its obligation to pay that portion of the Death Benefit
that was granted within two (2) years prior to the date of such suicide;(d)
    
    The Participants death is determined not to be from a bodily or mental
cause or causes, information about which was withheld, or knowingly concealed,
or falsely provided by the Participant when requested by the
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Bank to furnish evidence of good health upon the Participants enrolling in
the Plan or upon an application for an increase in benefits because of an
increase in Participants benefits; and(e)
    
    Proof of death in such form as determined acceptable by the
Committee is furnished.
 3.2
    
    Amount of Participant Deferral and Payments. In consideration for the Death Benefit
selected in Participants Plan Agreements, each Participant shall defer an amount of his or
her compensation in such amounts and at such times as shall be determined by the Committee,
and the Committee may change the amount of such deferral in connection with changes in the
amount of the Death Benefit selected by a Participant. If a Participant is authorized to take
a leave of absence from his or her relationship or, subject to the provisions of Section 3.5,
is disabled, the Participant shall be required to make payments to the Bank in accordance
with Article VI in order to maintain his or her Plan Agreement in force. A Participants
obligation to defer an amount of his or her compensation in accordance with this Section 3.2
or to make the payments required by Article VI shall be stated in his or her Plan Agreement,
shall commence on the date his or her Plan Agreement becomes effective, and shall continue
thereafter during the term of his or her Plan Agreement or until such Participants death, or
the later of attainment of his or her Normal Retirement Date or ten (10) years of deferrals
have been made. A Participant shall have the right to increase or decrease the amount of his
or her Death Benefit initially selected by him by amending his or her Plan Agreement in
accordance with the rules adopted by the Committee for this purpose.3.3
    
    Time and Manner of Deferring or Making Payments. A Participant shall, in his or her
Plan Agreement, authorize the Bank to defer an amount of such Participants compensation
equal to the amount specified pursuant to Section 3.2. A Participant who is on authorized
leave of absence or is disabled and who is required to make the payments required in Article
VI shall make such payments at such time and in such manner as the Bank shall provide.3.4
    
    Participant Deferrals and Payments  Use and
Forfeitability. The amount of each
Participants compensation deferred pursuant to Sections 3.2 and 3.3 shall be and remain
solely the property of the Bank and the amount collected by the Bank pursuant to Sections 3.2
and 3.3 from each Participant who is on an authorized leave of absence or disabled shall be
and become solely the property of the Bank, and a Participant shall have no right thereto,
nor shall the Bank be obligated to use such amounts in any specific manner. Except as
provided in Article IV, if a Participants death occurs under circumstances other than those
specified in Section 3.1, no benefit shall be payable hereunder or under his or her Plan
Agreement to his or her Beneficiary or any other person or entity on his or her behalf, and
any payments made by such Participant under Sections 3.2 and 3.3 shall be forfeited.3.5
    
    Waiver of Participant Deferral or Payments. If a Participant becomes totally
disabled before satisfying those requirements set forth in Section 3.2, such Participant
shall be required to defer a portion of his or her compensation pursuant to Sections 3.2 and
3.3 or make the payments provided for in Sections 3.2 and 3.3 continuing thereafter for as
long as such total disability continues until the requirements of Section 3.2 are satisfied.If a Participant dies prior to Retirement while continuing payments as above described, the
death benefit provided in this Article III shall be paid. If a Participant retires, the
Retirement Benefit provided in Article IV shall be paid.The determination of what constitutes total disability and the removal
thereof for
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purposes of the Article III, shall be made by the Committee, in its sole and
absolute discretion, and such determination shall be conclusive.
  RETIREMENT BENEFIT
 4.1
    
    Normal Retirement. If a Participant has remained a Director until his or her Normal
Retirement Date and shall then retire, and if the Plan and his or her Plan Agreement have
been kept in force, the Bank shall pay or cause to be paid to such Participant, as a
Retirement Benefit (herein so called), the amount per month specified in his or her Plan
Agreement as a Retirement Benefit. Payment of such monthly amount shall commence on the
Participants Normal Retirement Date and shall continue for the Designated Duration.4.2
    
    Retirement After Normal Retirement Date. A Participant who continues as a Director
with the Bank after his or her Normal Retirement Date may remain a Participant in the Plan
with the consent of the Bank. Upon Retirement such a Participant shall be entitled to the
benefits provided in Section 4.8 hereof. The monthly payments provided for in Section 4.8
hereof shall commence on the date the Participant retires.4.3
    
    Early Retirement. The Committee, in its sole and absolute discretion, may permit a
Participant to receive an Early Retirement Benefit commencing as of the first day of any
month coincident with or following the Participants Early Retirement Date, but before the
attainment of his or her Normal Retirement Date. In such event, the Participants monthly
Early Retirement Benefit shall be the Retirement Benefit set forth in his or her Plan
Agreement multiplied by a fraction, the numerator of which is the number of whole years said
Director has been a Participant and the denominator of which is the number of whole years
between such Participants date at entry into the Plan and the Participants Normal
Retirement Date. If the Participants benefits have been increased since the Participants
initial entry into this Plan, or successor or predecessor plans, the Early Retirement Benefit
shall be determined by reducing each incremental benefit increase in accordance with the
formula. The said reduced monthly amount, payable for the Designated Duration shall be the
only benefit to which such participant is entitled.4.4
    
    Post Retirement Death Benefit. If a Participant dies after Retirement but before the
applicable Retirement Benefit is paid in full, the unpaid Retirement Benefit payments to
which such Participant is entitled shall continue and be paid to that Participants
Beneficiary. Such payments shall be made in accordance with the payment schedule to that
Participant pursuant to Sections 4.1, 4.2, and 4.3 of the Plan.4.5
    
    Exclusivity of Post Retirement Death Benefit. No Death Benefit as defined in Article
III shall be paid to the Beneficiary of a Participant who dies after retirement.4.6
    
    Accrual of Retirement Benefit. A Participant who ceases to be a Director before
completion of one (1) continuous full year of participation in the Plan, except as a result
of death shall not be entitled to any benefits hereunder and the Bank shall have no
obligation hereunder to such Participant.4.7
    
    Deferred Termination Benefit. A Participant who ceases to be a Director after the
completion of one (1) full year of participation in the Plan shall receive a portion of his or
her monthly Retirement Benefit upon the earlier of (i) the Participants death or (ii)
attainment of his or her Normal Retirement Date. Said portion shall be the monthly amount of
the Retirement Benefit set forth in the Participants Plan Agreement multiplied by a fraction,
the numerator of which is the number of whole years said Director was a Participant in the
Plan and the denominator of which is the number of
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whole years between such Participants date at entry into the Plan and the Participants
Normal Retirement Date. If the Participants benefits have been increased since the
Participants initial entry into this Plan, or successor or predecessor plans, the reduced
monthly Retirement Benefit shall be determined by reducing each incremental benefit
increase in accordance with the formula. The resulting reduced monthly amount payable for
the Designated Duration shall be the only benefit to which such Participant is entitled. If
Participant or Participants Beneficiary shall die before receiving installments for the
Designated Duration after commencement of said reduced amount, the reduced amount will be
continued to Participants Beneficiary as set forth in the Beneficiary Designation until
all installments, as provided, including those paid to Participant, have been made.4.8
    
    Benefit at Retirement After Attainment of Normal Retirement Date. If a Participant
elects to continue his or her relationship beyond his or her Normal Retirement Date, the
Committee, and only the Committee, will specify the amount of the Participants Retirement
Benefit, which shall be evidenced by a new Plan Agreement to be executed by the Participant.
  BENEFICIARY
   LEAVE OF ABSENCE
 6.1
    
    Required Payments. If a Participant is authorized by the Bank for any reason,
including military, medical or other, to take a leave of absence, such Participant shall be
required to make payments in order to maintain his or her Plan Agreement in force. Such
required payments shall be an amount equal to the amount of the Participants compensation
that is to be deferred under the terms of his or her Plan Agreement. A Participant required to
make payments under this Section 6.1 shall continue making such required payments until the
earlier of the date he or she returns to his or her duties following a leave of absence or the
effective date that he or she enters into a new Plan Agreement.6.2
    
    Failure to Make Required Payments. Failure to make
payments required by Section 6.1
shall cause Participants Plan Agreement to terminate without the necessity of any notice
from either party to the other. From and after such termination, except as provided in
Section 4.7 and 10.3 hereof, neither party shall have any further obligation to the other
party under this Plan or such Plan Agreement.
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SOURCE OF BENEFITS
 7.1
    
    Benefits Payable from General Assets. Amounts payable hereunder shall be paid
exclusively from the general assets of the Bank, and no person entitled to payment hereunder
shall have any claim, right, security interest, or other interest in any fund, trust,
account, or other asset of the Bank that may be looked to for such payment. The Banks
liability for the payment of benefits hereunder shall be evidenced only by this Plan and each
Plan Agreement entered into between the Bank and a Participant.7.2
    
    Investments to Facilitate Payment of Benefits. Although the Bank is not obligated to
invest in any specific asset or fund in order to provide the means for the payment of any
liabilities under this Plan, the Bank may elect to do so and, in such event, no Participant
shall have any interest whatever in such asset or fund. As a condition precedent to the
Banks obligation to provide any benefits, including incremental increases in benefits, under
this Plan, the Participant shall, if so requested by the Bank, provide evidence of
insurability at standard and other rates, in such amounts, and with such insurance carrier or
carriers as the Bank may require, including the results and reports of previous Bank and
other insurance carrier physical examinations, taking such additional physical examinations
as the Bank may request, and taking any other action that the Bank may request. If a
Participant is requested to and does not or cannot provide evidence of insurability as
specified in the immediately preceding sentence, then the Bank shall have no further
obligation to such Participant under this Plan, and such Participants Plan Agreement shall
terminate, except as to benefits previously granted. Notwithstanding the foregoing, if a
Participant cannot provide evidence of insurability at standard rates or for the amounts
initially contemplated in connection with his or her participation in the Plan, the Bank may,
at its discretion, permit the Participant to participate herein for such benefits and upon
such deferral of his or her compensation as the Bank may, in its sole discretion, deem
appropriate.The Participant also understands and agrees that his or her participation, in any way, in
the acquisition of any such insurance policy or any other general asset by the Bank shall
not constitute a representation to the Participant, his designated recipient, or any person
claiming through the Participant that any of them has a special or beneficial interest in
such general asset.7.3
    
    Bank Obligation. The Bank shall have no obligation of any nature whatsoever to a
Participant under this Plan or a Participants Plan Agreement, except otherwise expressly
provided herein and in such Plan Agreement.7.4
    
    Withholding of Information, Etc. If, in connection with a Participants enrolling in
or applying for incremental benefit increases under the Plan, the Bank requests the
Participant to furnish evidence of insurability, the Participant dies, and it is determined
that the Participant withheld, knowingly concealed, or knowingly provided false information
about the bodily or mental condition or conditions that caused the Participants death, the
Bank shall have no obligation to provide the benefits contracted for on the basis of such
withholding, concealment, or false information.
  TERMINATION OF RELATIONSHIP
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TERMINATION OF PARTICIPATION
 9.1
    
    Termination of Participation  General. A Participant reserves the right to
terminate his or her participation in this Plan and his or her Plan Agreement at his or her
election at any time by giving the Committee written notice of such termination not less than
30 days prior to an anniversary date of the date of execution of his or her Plan Agreement.A Participants termination shall be effective as soon as administratively convenient after
such anniversary date.9.2
    
    Rights After Termination of Participation. Participants who elect to terminate
participation in the Plan after one (1) full year of participation but before eligibility for
Retirement will be entitled to the same benefits as a Participant who ceases to be a Director
as described in Section 4.7 and 10.3. Such Participants will not be entitled to a Death
Benefit under Article III, except as set forth in Section 10.3.
  TERMINATIONS,
AMENDMENTS, MODIFICATION OR
 SUPPLEMENT OF PLAN
 10.1
    
    Termination, Amendment, Etc. The Bank reserves the right to terminate, amend, modify
or supplement this Plan, wholly or partially, and from time to time, at any time. The Bank
likewise reserves the right to terminate, amend, modify, or supplement any Plan Agreement,
wholly or partially, from time to time. Such right to terminate, amend, modify, or supplement
this Plan or any Plan Agreement shall be exercised for the Bank by the Committee; provided,
however, that:
 (a)
    
    No action to terminate this Plan or a Plan Agreement shall be taken
except upon written notice to each Participant to be affected thereby, which
notice shall be given not less than 30 days prior to such action; and(b)
    
    The Committee shall take no action to terminate this Plan or a Plan
Agreement with respect to a Participant or his or her Beneficiary after the
payment of any benefit has commenced in accordance with Article III or Article
IV but has not been completed.
 10.2
    
    Rights and Obligations Upon Termination. Upon the termination of this Plan or any
Plan Agreement, by either the Committee or a Participant in accordance with the provisions for
such termination, neither this Plan nor the Plan Agreement shall be of any further force and
effect, and no party shall have any further obligation under either this Plan or any Plan
Agreement so terminated except as may be provided for in Section 4.7 or the provisions of this
Article X.
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10.3
    
    Rights and Obligations Upon Termination as Result of
Change of Control. In
the event the Bank should be merged, consolidated, reorganized or substantially sells all
of its assets to another corporation, firm or person and such corporation, firm or person
takes action to terminate this Plan or a Participant in the Plan as a result of such
merger, consolidation, reorganization or sale of assets such Participant will be entitled
to those benefits as described in Section 3.1, 4.1 and 4.3.
  OTHER BENEFITS AND AGREEMENTS
   RESTRICTIONS ON ALIENATION OF BENEFITS
   ADMINISTRATION OF THIS PLAN
 13.1
    
    Appointment of Committee. The general administration of this Plan, and any Plan
Agreements executed hereunder, as well as construction and interpretation thereof, shall be
vested in the Committee, the number and members of which shall be designated and appointed
from time to time by, and shall serve at the pleasure of, the Board of Directors. Any such
member of the Committee may resign by notice in writing filed with the secretary of the
Committee. Vacancies shall be filled promptly by the Board of Directors, but any vacancies
remaining unfilled for ninety days may be filled by a majority vote of the remaining members
of the Committee. Each person appointed a member of the Committee shall signify his or her
acceptance by filing a written acceptance with the Secretary of the Committee.13.2
    
    Committee Officials. The Board of Directors shall designate one of the members of the
Committee as chairman and shall appoint a secretary who need not be a member of the
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Committee. The Secretary shall keep minutes of the Committees proceedings and all data,
records and documents relating to the Committees administration of this Plan and any Plan
Agreements executed hereunder. The Committee may appoint from its number such subcommittees
with such powers as the Committee shall determine and may authorize one or more of its
members or any agent to execute or deliver any instrument or make any payment on behalf of
the Committee.13.3
    
    Committee Action. All resolutions or other actions taken by the Committee shall be
by the vote of a majority of those present at a meeting at which a majority of the members
are present, or in writing by all the members at the time in office if they act without a
meeting.
 13.4
    
    Committee Rules and Powers  General. Subject to the provisions of this Plan, the
Committee shall from time to time establish rules, forms, and procedures for the
administration of this Plan. The Committee shall have the exclusive right to make all
decisions necessary for the administration of the Plan. Such decisions, actions, and records
of the Committee shall be conclusive and binding upon the Bank and all persons having or
claiming to have any right or interest in or under this Plan.13.5
    
    Reliance on Certificate, etc.. The members of the Committee and the officers and
directors of the Bank shall be entitled to rely on all certificates and reports made by any
duly appointed accountants, and on all opinions given by any duly appointed legal counsel.
Such legal counsel may be counsel for the Bank.13.6
    
    Liability of Committee. No member of the Committee shall be liable for any act or
omission of any other member of the Committee, or for any act or omission on his or her own
part, excepting only his or her own willful misconduct. The Bank shall indemnify and save
harmless each member of the Committee against any and all expenses and liabilities arising out
of his or her membership on the Committee, excepting only expenses and liabilities arising out
of his or her own willful misconduct. Expenses against which a member of the Committee shall
be indemnified hereunder shall include, without limitation, the amount of any settlement or
judgment, costs, counsel fees and related charges reasonably incurred in connection with a
claim asserted or a proceeding brought or settlement thereof. The foregoing right of
indemnification shall be in addition to any other rights to which any such member may be
entitled as a matter of law.13.7
    
    Determination of Benefits. In addition to the powers hereinabove specified, the
Committee shall have the power to compute and certify, under this Plan and any Plan
Agreement, the amount and kind of benefits from time to time payable to Participants and
their Beneficiaries, and to authorize all disbursements for such purposes.13.8
    
    Information to Committee. To enable the Committee to perform its functions, the Bank
shall supply full and timely information to the Committee on all matters relating to the
compensation of all Participants, their retirement, death or other cause for termination of
relationship, and such other pertinent facts as the Committee may require.13.9
    
    Manner and time of Payment of Benefits. The Committee shall have the power, in its
sole and absolute discretion, to change the manner and time of payment of benefits to be made
to a Participant or his or her Beneficiary from that set forth in the Participants Plan
Agreement if requested to do so by such Participant or Beneficiary.
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ADOPTION OF PLAN BY SUBSIDIARY
 AFFILIATED OR ASSOCIATED COMPANIES
   MISCELLANEOUS
 15.1
    
    Execution of Receipts and Releases. Any payment to any Participant, a Participants
legal representative, or Beneficiary in accordance with the provisions of this Plan or Plan
Agreement executed hereunder shall, to the extent thereof, be in full satisfaction of all
claims hereunder against the Bank. The Bank may require such Participant, legal
representative, or Beneficiary, as a condition precedent to such payment, to execute a
receipt and release therefore in such form as it may determine.15.2
    
    No Guarantee of Interests. Neither the Committee nor any of its members guarantees
the payment of any amounts which may be or become due to any person or entity under this Plan
or any Plan Agreement executed hereunder. The liability of the Bank to make any payment under
this Plan or any Plan Agreement executed hereunder is limited to the then available assets of
the Bank.15.3
    
    Bank Records. Records of the Bank as to a Participants relationship, termination of
relationship and the reason therefore authorized leaves of absence, and compensation shall be
conclusive on all persons and entities, unless determined to be incorrect.15.4
    
    Evidence. Evidence required of anyone under this Plan and any Plan Agreement
executed hereunder may be by certificate, affidavit, document, or other information which the
person or entity acting on it considers pertinent and reliable, and signed, made, or
presented by the proper party or parties.15.5
    
    Notice. Any notice which shall be or may be given under this Plan or a Plan Agreement
executed hereunder shall be in writing and shall be mailed by United States mail, postage
prepaid. If notice is to be given to the Bank, such notice shall be addressed to the Bank at:
 
 marked to the attention of the Secretary, Administrative Committee, Directors Deferred Fee
Plan; or, if notice to a Participant, addressed to the address shown on such Participants
Plan Agreement.15.6
    
    Change of Address. Any party may, from time to time, change the address to which
notices shall be mailed by giving written notice of such new address.15.7
    
    Effect of Provisions. The provisions of this Plan and of any Plan Agreement executed
hereunder shall be binding upon the Bank and its successors and assigns, and upon a
Participant, his or her Beneficiary, assigns, heirs, executors, and administrators.
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15.8
    
    Headings. The titles and headings of Articles and Sections are included for
convenience of reference only and are not to be considered in the construction of the
provisions hereof or any Plan Agreement executed hereunder.15.9
    
    Governing Law. All questions arising with respect to this Plan and any Plan Agreement
executed hereunder shall be determined by reference to the laws of the State of Mississippi,
as in effect at the time of their adoption and execution, respectively.
  -12-




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MERCHANTS & MARINE BANK
RESOLUTIONS
OF
BOARD OF DIRECTORS
 Amendments to the Directors Deferred Fee Plan




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Change in Control.
  Section 409A Compliance.
 Miscellaneous




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Retirement After Normal Retirement Date (age 65),
 March 17, 2003
    
    Adopted by the Board of Directors-s- Barbara B. BassBarbara B. BassCorporate Secretary