Unassociated Document


    EXHIBIT
      10.17

     

    


     

    


     

     

    OFFICERS’
      DEFERRED COMPENSATION PLAN

     

    OF

     

    MERRILL
      MERCHANTS BANCSHARES, INC.

     

    _____________________________

    


    


    


    


    


    


    


    


    


    Adopted
      on December
      21, 2006

    Effective
      as of December 21, 2006

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    


    Article
      I

    Definitions

     

    
      	Section 1.1	 	Acceleration Event	 	1
	Section 1.2	 	Administrator	 	1
	Section 1.3	 	Beneficiary 	 	1
	Section 1.4	 	Board	 	1
	Section 1.5	 	Code	 	1
	Section 1.6	 	Company	 	1
	Section 1.7	 	Change in Control Event	 	1
	Section 1.8	 	Cash Compensation	 	1
	Section 1.9	 	Committee	 	1
	Section 1.10	 	Compensation	 	2
	Section 1.11	 	Disability	 	2
	Section 1.12	 	Effective Date	 	2
	Section 1.13	 	Equity
              Compensation	 	2
	Section 1.14	 	Fair Market Value	 	2
	Section 1.15	 	Investment Benchmark	 	2
	Section 1.16	 	ISO Share	 	2
	Section 1.17	 	Memorandum Account	 	3
	Section 1.18	 	Memorandum Subaccount	 	3
	Section 1.19	 	Officer	 	3
	Section 1.20	 	Option-Related Compensation	 	3
	Section 1.21	 	Participant	 	3
	Section 1.22	 	Participating Company	 	3
	Section 1.23	 	Phantom Share	 	3
	Section 1.24	 	Plan	 	3
	Section 1.25	 	Previously Acquired Share	 	3
	Section 1.26	 	Share	 	3
	Section 1.27	 	Service Recipient	 	4
	Section 1.28	 	Unforeseeable Emergency	 	4


    

     

    
      Article
        II

      Participation

    

     

    
      	Section 2.1	 	Election to Participate	 	4
	Section 2.2	 	Election to Defer Cash Compensation	 	4
	Section 2.3	 	Election to Defer Equity
              Compensation	 	5 
	Section 2.4	 	Election to Defer Option-Related
              Compensation	 	5
	Section 2.5	 	Changes in Participation	 	5


    

     

    
      
        
        

      

      
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    Article
      III

    Accounting
      for Deferred Amounts

     

    
      
        	Section 3.1	 	In General	 	6
	Section 3.2	 	Adjustments to Memorandum Accounts	 	6
	Section 3.3	 	Vesting	 	8


      

    

    


    Article
      IV

    Trust

    
       

      
        
          	Section 4.1	 	Establishment of Trust	 	8
	Section 4.2	 	Contributions to Trust; Investments	 	9
	Section 4.3	 	Unfunded Character of Plan	 	9


        

      

    

    


    Article
      V

    Life
      Insurance

     

    
      
        	Section 5.1	 	Authority to Purchase Life
                Insurance	 	9
	Section 5.2	 	Cooperation to Effect Purchases	 	9
	Section 5.3	 	Ownership of Policies	 	9
	Section 5.4	 	Effect of Termination of
                Participation	 	10


      

    

    


    Article
      VI

    Distributions

    
       

      
        
          	Section 6.1	 	Early Distributions	 	10
	Section 6.2	 	Scheduled Distributions to
                  Participants	 	11
	Section 6.3	 	Distributions to Beneficiaries	 	11
	Section 6.4	 	Mandatory Cashout of Small Balances	 	12
	Section 6.5 	 	Restrictions on Payments to Key
                  Employees	 	12


        

      

    

    


    Article
      VII

    Administration

    
      
         

        
          
            	Section 7.1	 	Administrator	 	12
	Section 7.2	 	Committee Responsibilities	 	13
	Section 7.3	 	Claims Procedure	 	14
	Section 7.4	 	Claims Review Procedure	 	15
	Section 7.5 	 	Other Administrative Provisions	 	15


          

        

      

    

    


    Article
      VIII

    Amendment
      And Termination

    
      
         

        
          
            	Section 8.1	 	Amendment by the Company	 	16
	Section 8.2	 	Termination	 	16
	Section 8.3	 	Amendment or Termination by Other
                    Companies	 	17


          

        

      

    

    


    
      
        
        

      

      
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    Article
      IX

    Miscellaneous
      Provisions

     

    
      
        	Section 9.1	 	Notice and Election	 	17
	Section 9.2	 	Construction and Language	 	17
	Section 9.3	 	Headings	 	17
	Section 9.4	 	Non-Alienation of Benefits	 	17
	Section 9.5	 	Indemnification	 	18
	Section 9.6	 	Severability	 	18
	Section 9.7	 	Waiver	 	18
	Section 9.8	 	Governing Law	 	18
	Section 9.9	 	Withholding	 	19
	Section 9.10	 	No Deposit Account	 	19
	Section 9.11	 	Rights of Participants	 	19
	Section 9.12	 	Status of Plan Under ERISA	 	19
	Section 9.13	 	Successors
                and Assigns	 	19
	Section 9.14	 	Non-dilution Provisions	 	20
	Section 9.15	 	Compliance with Section 409A of the
                Code	 	20


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    


    OFFICERS'
      DEFERRED COMPENSATION PLAN

     

    OF

    


    MERRILL
      MERCHANTS BANCSHARES, INC.

     

    Article
      I

     

    Definitions

     

    The
      following definitions shall apply for the purposes of this Plan unless a
      different meaning is clearly indicated by the context:

     

    Section
      1.1  Acceleration
      Event 
      means, with respect to a Participant, any of the events described in
      section 6.1 on the basis of which the Administrator may permit acceleration
      of
      the payment of the balance credited to the Participant's Memorandum Account.
      

     

    Section
      1.2  Administrator 
      means any person, committee, corporation or organization appointed by the
      Committee to perform the responsibilities assigned to the Administrator
      hereunder.

     

    Section
      1.3  Beneficiary 
      means the person or persons designated by a Participant under section 6.3 of
      the
      Plan.

     

    Section
      1.4  Board 
      means the Board of Directors of the Company.

     

    Section
      1.5  Code 
      means the Internal Revenue Code of 1986 (including the corresponding provisions
      of any succeeding law).

     

    Section
      1.6  Company 
      means Merrill Merchants Bancshares, Inc. or any successor thereto.

     

    Section
      1.7  Change
      in Control Event 
      means, with respect to a Participant: (a) a change in ownership of the
      Participant's Service Recipient; (b) a change in effective control of the
      Participant’s Service Recipient; or (c) a change in the ownership of a
      substantial portion of the assets of the Participant's Service Recipient. The
      existence of a Change in Control Event shall be determined by the Administrator
      in accordance with section 409A of the Code and the regulations
      thereunder.

     

    Section
      1.8  Cash
      Compensation 
      means,
      during any period, the compensation earned by an Officer for service to any
      Participating Company that would be reportable to the Internal Revenue Service
      as wages for such period on Form W-2 in the absence of an election to defer
      receipt of such under the terms of this Plan. 

     

    Section
      1.9  Committee 
      means the Compensation Committee of the Board.

     

    
      
        
        

      

      
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    Section
      1.10  Compensation 
      means Cash Compensation, Equity Compensation and Option-Related Compensation.
      Compensation shall not include amounts that become payable under this
      Plan.

     

    Section
      1.11  Disability 
      means,
      with respect to a Participant, any medically determinable physical or mental
      impairment which can be expected to result in death or to last for a continuous
      period of at least twelve (12) months and as a result of which either: (a)
      the
      Participant is unable to engage in any substantial gainful activity or (b)
      the
      Participant has been receiving income replacement benefits for a period of
      at
      least three (3) months under an accident and health plan covering employees
      of
      the Participant’s employer. The existence of a Disability shall be determined by
      the Administrator in accordance with section 409A and the regulations
      thereunder.

     

    Section
      1.12  Effective
      Date 
      means December 21, 2006.

     

    Section
      1.13  Equity
      Compensation  means,
      with respect to any Participant, that portion of the Participant’s Compensation,
      other than Option-Related Compensation, that is paid to him in Shares or the
      amount of which is based upon the value, or increase in value, of a
      Share.

     

    Section
      1.14  Fair
      Market Value 
      means, with respect to a Share on a specified date:

     

    (a)  the
      final
      reported sales price on the date in question (or if there is no reported sale
      on
      such date, on the last preceding date on which any reported sale occurred)
      as
      reported in the principal consolidated reporting system with respect to
      securities listed or admitted to trading on the principal United States
      securities exchange on which the Shares are listed or admitted to trading;
      or

     

    (b)  if
      the
      Shares are not listed or admitted to trading on any such exchange, the closing
      bid quotation with respect to a Share on such date on the National Association
      of Securities Dealers Automated Quotations System, or, if no such quotation
      is
      provided, on another similar system, selected by the Committee, then in use;
      or

     

    (c)  if
      sections 1.14(a) and (b) are not applicable, the fair market value of a Share
      as
      the Administrator may determine.

     

    Section
      1.15  Investment
      Benchmark  means
      a
      hypothetical investment classification in which a Participant’s
      Memorandum Account shall be deemed to be invested for purposes of crediting
      or
      charging earnings, losses, appreciation or depreciation with respect to the
      Participant’s Memorandum Account, in accordance with section 3.2. The Investment
      Benchmarks shall be interest at an annual rate equal to the average one-year
      Treasury rate for the applicable year, Shares, or any other investment
      classification set as an option by the Committee for this Plan.

     

    Section
      1.16  ISO
      Share 
      means a Share acquired upon exercise of an incentive stock option (within the
      meaning of section 422 of the Code).

     

    
      
        
        

      

      
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    Section
      1.17  Memorandum
      Account 
      means, with respect to a Participant, a bookkeeping account maintained by the
      Company to which is credited the amount of the Participant’s deferred
      Compensation, together with any earnings and appreciation thereon, and against
      which are charged any losses, depreciation or distributions thereof, pursuant
      to
      Article III.

     

    Section
      1.18  Memorandum
      Subaccount 
      means, with respect to a Participant, a portion of the Participant’s Memorandum
      Account that is separately accounted for by the Company due to the application
      of unique provisions relating to the applicable distribution schedule or
      Investment Benchmark(s).

     

    Section
      1.19  Officer 
      means
      the
      Chief Executive Officer of Merrill Merchants Bank or the Company and such other
      officers of the Bank or any other Participating Company that is selected for
      participation hereunder by the Committee; provided,
      however,
      that no
      person shall be named an Officer continue as an Officer for purposes of the
      Plan, to the extent that such person’s participation, or continued
      participation, in the Plan would cause the Plan to fail to be considered
      maintained for the primary purpose of providing deferred compensation for a
      select group of management or highly compensated employees for purposes of
      ERISA.

     

    Section
      1.20  Option-Related
      Compensation 
      means, with respect to an option to purchase Shares that is exercised by paying
      the entire exercise price therefor by actual or constructive delivery of
      Previously Acquired Shares, a number of Shares equal to the excess of (a) the
      total number of Shares as to which the option is exercised, over (b) the number
      of Shares actually or constructively delivered in payment of the exercise
      price.

     

    Section
      1.21  Participant 
      means an Officer or former Officer who has a Memorandum Account under the
      Plan.

     

    Section
      1.22  Participating
      Company 
      means the Company, Merrill Merchants Bank, and any other company which, with
      the
      prior approval of the Board, may adopt this Plan.

     

    Section
      1.23  Phantom
      Share 
a
      unit of value that, at any relevant date, corresponds to the Fair Market Value
      of a Share.

     

    Section
      1.24  Plan 
      means the Officers’ Deferred Compensation Plan of Merrill Merchants Bancshares,
      Inc.

     

    Section
      1.25  Previously
      Acquired Share 
      means, with respect to a Participant on any date: (a) a Share (other than an
      ISO
      Share) that was acquired by the Participant more than six (6) months prior
      to
      such date and has been held by the Participant continuously since such
      acquisition and (b) an ISO Share that was acquired by the Participant upon
      the
      exercise, at least one year prior to such date, of an incentive stock option
      (within the meaning of section 422 of the Code) that was granted to him at
      least
      two (2) years prior to such date and has been held by the Participant
      continuously since such acquisition.

     

    Section
      1.26  Share 
      means a share of Common Stock, par value $1.00 per share, of the
      Company.

     

    
      
        
        

      

      
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    Section
      1.27  Service
      Recipient 
      means with respect to a Participant on any date: (a) the corporation for which
      the Participant is performing services on such date; (b) all corporations that
      are liable to the Participant for the benefits due to him under the Plan; (c)
      a
      corporation that is a majority shareholder of a corporation described in section
      1.27(a) or (b); or (d) any corporation in a chain of corporations each of which
      is a majority shareholder of another corporation in the chain, ending in a
      corporation described in section 1.27(a) or (b).

     

    Section
      1.28  Unforeseeable
      Emergency 
      means, with respect to a Participant, a severe financial hardship to the
      Participant resulting from an illness or accident of the Participant, the
      Participant’s spouse or a dependent (within the meaning of section 152(e) of the
      Code) of the Participant, loss of the Participant’s property due to casualty, or
      other similar extraordinary and unforeseeable circumstances arising as a result
      of events beyond the control of the Participant. The existence of an
      Unforeseeable Emergency shall be determined by the Administrator in accordance
      with section 409A of the Code and the regulations hereunder.

     

    Article
      II

     

    Participation

     

    Section
      2.1  Election
      to Participate.

     

    Any
      Officer may elect to become a Participant in the Plan by submitting to the
      Administrator a written election, on a form prescribed by the Administrator,
      to
      defer the receipt of all or any portion of his Compensation; provided,
      however,
      that no
      Officer shall be permitted to defer receipt of Compensation that is required
      to
      be withheld and remitted to any federal, state or local taxing authority
      pursuant to any requirement for the collection of tax at the source or that
      is
      required to fund any contribution or premium payment or co-payment required
      of
      the Officer as a condition of participation in any employee benefit plan
      maintained by the Company or any other Participating Company at the time the
      election is made. An Officer who elects to become a Participant may make
      separate deferral elections with respect to Cash Compensation, Equity
      Compensation and Option-Related Compensation. The Administrator may deny
      participation to any Officer whose initial election to become a Participant
      does
      not contemplate the deferral of a minimum of $2,000 on an annualized
      basis.

     

    Section
      2.2  Election
      to Defer Cash Compensation.

     

    An
      election to defer Cash Compensation shall specify the amount or percentage
      of
      each payment of Cash Compensation to be deferred, shall be made on or before
      the
      last day of any calendar year and shall be effective for the calendar year
      following the calendar year in which such election is made and all subsequent
      calendar years unless status as a Officer ceases or a change in the rate of
      deferral is elected pursuant to section 2.5;
      provided, however,
      that an
      initial election to defer Cash Compensation made by a Officer and filed with
      the
      Administrator during the thirty (30) day period immediately following the later
      of the Effective Date of the Plan or the date the Officer first becomes eligible
      to participate in the Plan shall take effect with the first payment of
      Compensation that relates to a period of service that begins after such election
      is made, or such later date as the Officer shall specify in his election.


     

    
      
        
        

      

      
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    Section
      2.3  Election
      to Defer Equity Compensation.

     

    An
      election to defer Equity Compensation shall specify the amount or percentage
      of
      each payment of Equity Compensation that is to be deferred, shall be made on
      or
      before the first day of the calendar year in which such Equity Compensation
      will
      be paid and prior to the first day of the period of service for which such
      Equity Compensation is earned, and shall be effective for all subsequent
      calendar years and service periods, unless status as a Officer ceases or a
      change in the rate of deferral is elected pursuant to section 2.5; provided,
      however,
      that an
      initial election to defer Equity Compensation made by an Officer and filed
      with
      the Administrator during the thirty (30) day period immediately following the
      later of the Effective Date or the date the Officer first becomes eligible
      to
      participate in the Plan shall take effect with the first payment of Equity
      Compensation that relates to a period of service that begins after such election
      is made, or such later date as the Officer shall specify in his election.
      Acceptance of an election to defer Equity Compensation shall not be held or
      construed as a guarantee that any conditions precedent to the payment thereof
      (including but not limited to continued employment) will be met or the amount
      to
      be deferred will in fact be earned. In the event the dollar amount of Equity
      Compensation actually paid is less than the dollar amount for which a deferral
      election has been made, the election shall be deemed effective to defer the
      maximum permissible amount. Notwithstanding anything in this Plan to the
      contrary, no person shall elect to defer Equity Compensation until the Board
      shall permit such deferral by resolution.

     

    Section
      2.4  Election
      to Defer Option-Related Compensation.

     

    Notwithstanding
      anything in this Plan to the contrary, no person shall elect to defer
      Option-Related Compensation until such time as the Plan is amended to provide
      for such elections.

     

    Section
      2.5  Changes
      in Participation.

     

    (a)  An
      election by a Participant pursuant to section 2.2 shall continue in effect
      until
      termination of status as a Participant; provided,
      however, that
      the
      Participant may, by written election filed with the Administrator, increase
      or
      decrease the portion of his Cash Compensation to be deferred, or discontinue
      such deferral altogether. Such election shall be effective with respect to
      Cash
      Compensation payable for services rendered after the end of the calendar year
      in
      which such election is filed with the Administrator; provided,
      however,
      that if
      an election provides for the decrease or discontinuance of the Participant’s
      deferral of Cash Compensation and is made on account of Disability or an
      Unforeseeable Emergency or an Acceleration Event, such election shall, to the
      extent permitted under section 409A of the Code, be effective with respect
      to
      Cash Compensation payable after the filing of such election.

     

    (b)  An
      election by a Participant pursuant to section 2.3 or 2.4 shall continue in
      effect until termination of status as a Participant; provided,
      however,
      that
      the Participant may, by written election filed with the Administrator, increase
      or decrease the portion of his Equity Compensation to be deferred, or
      discontinue such deferral altogether. Such election shall be effective with
      respect to Equity Compensation payable after the calendar year in which, and
      on
      account of a period of service that begins after, such election is filed with
      the Administrator; provided,
      however,
      that if
      an election provides for the decrease or discontinuance of the Participant’s
      deferral of Equity Compensation and is made on account of Disability or an
      Unforeseeable Emergency or an Acceleration Event, such election shall be
      effective with respect to Equity Compensation, payable after the filing of
      such
      election.

     

    
      
        
        

      

      
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    (c)  In
      the
      event that a Participant ceases to be an Officer or in the event that an Officer
      ceases to defer receipt of his Compensation, the balance in his Memorandum
      Account shall continue to be adjusted in accordance with Article III. An Officer
      who has filed a written election to cease deferring receipt of any portion
      of
      his Compensation may thereafter again file an election to defer receipt of
      his
      Compensation in the manner described in sections 2.2 through 2.5.

     

    Article
      III

     

    Accounting
      for Deferred Amounts

     

    Section
      3.1  In
      General.

     

    The
      Administrator shall maintain a separate Memorandum Account for each Participant
      and may establish within such Memorandum Account two or more Memorandum
      Subaccounts as may be necessary or appropriate to properly administer the Plan,
      including, but not limited to:

     

    (a)  A
      separate Memorandum Subaccount for each portion of a Participant’s Memorandum
      Account to which a unique distribution schedule is applicable;

     

    (b)  A
      separate Memorandum Subaccount for that portion of a Participant’s Memorandum
      Account that is attributable to Equity Compensation or Option-Related
      Compensation that has been deferred; and

     

    (c)  A
      separate Memorandum Subaccount for that portion of a Participant’s Memorandum
      Account that is required to be adjusted for earnings and losses on the basis
      of
      an Investment Benchmark that is different from the Investment Benchmark(s)
      applicable to other portions of the Memorandum Account.

     

    Credits,
      charges, and other adjustments to each Participant’s Memorandum Account and any
      Memorandum Subaccounts shall be made in accordance with this Article III.
      Neither the Company nor any Participating Company shall fund its liability
      for
      the balances credited to a Memorandum Account or Memorandum Subaccount, but
      each
      shall reflect its liability for such balances on its books.

     

    Section
      3.2  Adjustments
      to Memorandum Accounts.

     

    (a)  Each
      Participant’s Memorandum Account and applicable Memorandum Subaccount(s) shall
      be credited with amounts of Compensation deferred by the Participant as of
      the
      date on which such Compensation would have been paid to the Participant in
      the
      absence of a deferral election. For purposes of this section
      3.2(a):

     

    
      
        
        

      

      
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    (i)  Equity
      Compensation consisting of Shares or other property which would be taxable
      for
      federal income tax purposes pursuant to section 83 of the Code that is being
      deferred shall be credited as of the date on which such Shares or other property
      become vested or, if later, the date on which such Shares or other property
      are
      contractually required to be transferred to the Participant; and

     

    (ii)  Option-Related
      Compensation that is being deferred shall be credited as of the earliest date
      on
      which all actions have been taken and conditions satisfied to effectively
      exercise the related options;

     

    all
      as
      determined by the Administrator, whose determination shall be conclusive and
      binding in the absence of manifest error.

     

    (b)  Each
      Participant’s Memorandum Account shall be adjusted to reflect the amount of
      earnings, losses, appreciation or depreciation, as appropriate that would result
      if the balances credited to the Participant’s Memorandum Account, were actually
      invested in Investment Benchmarks according to the following
      guidelines:

     

    (i)  That
      portion of a Participant’s Memorandum Account that is attributable to the
      deferral of Option-Related Compensation shall at all times be deemed to be
      invested in Phantom Shares. The number of Phantom Shares credited in connection
      with each deferral of Option-Related Compensation shall be equal to the number
      of Shares corresponding to the Option-Related Compensation that is being
      deferred. Additional Phantom Shares shall be credited to account for any stock
      dividends to holders of record of Shares in an amount equal to the product
      of
      (A) the number of Shares issued as a stock dividend to the holder of record
      of
      one Share, multiplied by (B) the number of Phantom Units credited to the
      Participant’s Memorandum Account as of the record date for the stock dividend.
      Additional Phantom Shares shall be credited to account for cash dividends paid
      to holders of record of Shares in an amount equal to the quotient of (A) the
      cash dividend per Share multiplied by the number of Phantom Shares credited
      to
      the Participant’s Memorandum Account as of the record date for the cash
      dividend, divided by (B) the Fair Market Value of a Share on the payment date
      for the cash dividend.

     

    (ii)  That
      portion of a Participant’s Memorandum Account that is attributable to the
      deferral of Equity Compensation shall be deemed to be invested in Phantom Shares
      for so long as the Administrator may require.

     

    (iii)  Any
      portion of the Participant’s Memorandum Account that is not subject to section
      3.2(b)(i) or (ii) shall be deemed to be invested in such Investment Benchmarks
      as the Participant, by notice given in such form and manner and subject to
      such
      terms, conditions and procedures as the Administrator may prescribe, shall
      designate from time to time. If one of the Investment Benchmarks is Phantom
      Shares, such terms, conditions and procedures shall be designed to prevent
      the
      occurrence of non-exempt short-swing transactions described in section 16 of
      the
      Securities Exchange Act of 1934, as amended, to assure compliance with the
      Company’s securities trading policy and applicable federal and state securities
      laws, and unless otherwise determined by the Administrator, to permit the
      Company to account for its liability with respect to such portion of the
      Memorandum Account on the basis of EITF 94-6 or corresponding guidance in
      subsequent accounting standards.

     

    
      
        
        

      

      
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    (c)  The
      Memorandum Account established for each Participant shall be adjusted from
      time
      to time, but in no event less frequently than annually, to reflect:

     

    (i)  credits
      of deferred Compensation;

     

    (ii)  credits
      reflecting income, dividends and appreciation attributable to the applicable
      Investment Benchmarks;

     

    (iii)  charges
      for losses or depreciation attributable to the applicable Investment Benchmarks;
      and

     

    (iv)  charges
      for payments to the Participant or his Beneficiary.

     

    Except
      to
      the extent otherwise provided by the Administrator, all such adjustments in
      respect of activity during a month shall be made as of the last business of
      each
      month.

     

    Section
      3.3  Vesting.

     

    Subject
      to section 5.3, all amounts credited to a Participant’s Memorandum Account shall
      be 100% vested at all times.

     

    Article
      IV

     

    Trust

     

    Section
      4.1  Establishment
      of Trust.

     

    The
      Company may establish a trust fund which may be used to accumulate funds to
      satisfy benefit liabilities to Participants, former Participants and their
      Beneficiaries under the Plan; provided,
      however,
      that
      the assets of such trust shall be subject to the claims of the creditors of
      the
      Company in the event that it is determined that the Company is insolvent; and
      provided,
      further,
      that
      the trust agreement shall contain such terms, conditions and provisions as
      shall
      be necessary to cause the Company to be considered the owner of the trust fund
      for federal, state or local income tax purposes with respect to all amounts
      contributed to the trust fund or any income attributable to the investments
      of
      the trust fund. The Company shall pay all costs and expenses incurred in
      establishing and maintaining such trust. Any payments made to a Participant,
      former Participant or Beneficiary from a trust established under this section
      4.1 shall offset payments which would otherwise be payable by the Company in
      the
      absence of the establishment of such trust. Any such trust will conform to
      the
      terms of the model trust prescribed by Revenue Procedure 92-64, as the same
      may
      be modified from time to time.

     

    
      
        
        

      

      
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    Section
      4.2  Contributions
      to Trust; Investments.

     

    If
      a
      trust is established in accordance with section 4.1, each Participating Company
      shall make contributions to such trust in such amounts and at such times as
      may
      be specified by the Committee or required pursuant to the terms any trust
      agreement between the Company and the trustee that has been authorized by the
      Committee.

     

    Section
      4.3  Unfunded
      Character of Plan.

     

    Notwithstanding
      the establishment of a trust pursuant to section 4.1, the Plan shall be
      unfunded. Any liability of the Company or another Participating Company to
      any
      person with respect to benefits payable under the Plan shall be based solely
      upon such contractual obligations, if any, as shall be created by the Plan,
      and
      shall give rise only to a claim against the general assets of the Company or
      such Participating Company. No such liability shall be deemed to be secured
      by
      any pledge or any other encumbrance on any specific property of the Company
      or a
      Participating Company.

     

    Article
      V

     

    Life
      Insurance

     

    Section
      5.1  Authority
      to Purchase Life Insurance.

     

    To
      assist
      it in meeting its financial obligations under the Plan, the Company may purchase
      and hold, or may cause the trustee of a trust described in Article IV to
      purchase and hold, insurance on the life or lives of such Participant or
      Participants in such amounts as the Committee may determine. By electing to
      defer Compensation under the Plan, a Participant shall be deemed to have
      authorized and consented to such purchase.

     

    Section
      5.2  Cooperation
      to Effect Purchases.

     

    Each
      Participant shall take such actions (including but not limited to submitting
      to
      such physical examinations, providing such medical information and executing
      such applications, consents to the purchase of insurance and other documents
      and
      instruments) as the Administrator may reasonably request to facilitate the
      purchase of insurance authorized by the Committee. Any person who fails or
      refuses to cooperate in the purchase of such insurance may, in the discretion
      of
      the Committee, be denied the right of future participation in the Plan, such
      denial to be effected in a manner that complies with the requirements of section
      409A of the Code. No person shall be denied eligibility to participate in the
      Plan solely because he is deemed uninsurable by the carrier or carriers
      designated by the Committee.

     

    Section
      5.3  Ownership
      of Policies.

     

    The
      Company (or, if applicable, a trust described Article IV) shall be the legal
      owner of any life insurance policies purchased under the Plan and shall have
      and
      enjoy all of the incidents of ownership, including, but not limited to, the
      right to cancel, surrender, extend or assign the policy in whole or in part,
      the
      right to exercise borrowing privileges against the cash value of the policy,
      the
      right designate the beneficiary of any death benefit proceeds that may become
      payable thereunder, the right to receive policy dividends, the right exercise
      voting rights with respect to all matters on which the holder of the policy
      may
      vote, and, in the case of a mutual insurance company, the right to participate
      in and receive and hold any proceeds distributed in relation to the policy
      in
      connection with any demutualization transaction. In no event shall the
      Participant, his Beneficiary or his heirs, successors or assigns have any rights
      in, to or under any such policy, including but not limited to the right to
      receive any portion of any death benefit proceeds that may be payable upon
      the
      death of the Participant. In the event that the Participant, his designated
      Beneficiary or any of his heirs, successors or assigns attempts to challenge
      the
      rights of the Company (or, if applicable, a trust described Article IV), then,
      in addition to any other rights and remedies that may be available, any balance
      credited to the Participant’s Memorandum Account that is then unpaid shall be
      forfeited.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
      5.4  Effect
      of Termination of Participation.

     

    Neither
      the cessation of a Participant’s performance of services for the Company or any
      Participating Employer, nor the cessation of a Participant’s deferrals of
      Compensation under the Plan, nor the complete distribution of the balance
      credited to the Participant’s Memorandum Account shall have any effect on the
      authority of the Company (or, if applicable, a trust described Article IV)
      to
      continue any life insurance policy then in effect on the life of such
      Participants for such future period as the Committee may determine, including
      but limited to the period extending through the date of the Participant’s
      death.

     

    Article
      VI

     

    Distributions

     

    Section
      6.1  Early
      Distributions.

     

    (a)  In
      the
      event that a Participant has suffered an Unforeseeable Emergency, the
      Administrator may, in its sole discretion and to the extent permitted under
      section 409A of the Code, allow such Participant to obtain a lump sum withdrawal
      of an amount credited to his Memorandum Account that does not exceed the amount
      necessary to alleviate the Unforeseeable Emergency. 

     

    (b)  In
      the
      event of a Participant’s Disability, the Administrator may, in its sole
      discretion and to the extent permitted under section 409A of the Code, allow
      the
      Participant to obtain a lump sum withdrawal of the entire balance credited
      to
      his Memorandum Account.

     

    (c)  To
      the
      extent required to comply with the terms of a domestic relations order (within
      the meaning of section 414(p) of the Code) directed to and served upon the
      Plan,
      the Administrator may direct the payment of all or any portion of the balance
      credited to a Participant’s Memorandum Account at any time or in accordance with
      any payment schedule set forth in said order.

     

    (d)  To
      the
      extent necessary to effect compliance with a certificate of divestiture (within
      the meaning of section 1043(b)(2) of the Code), the Administrator may permit
      the
      distribution of all or a portion of the balance credited to a Participant’s
      Memorandum Account earlier than the times determined under section
      6.2.

     

    
      
        
        

      

      
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    Section
      6.2  Scheduled
      Distributions to Participants.

     

    (a)  Upon
      a
      Participant’s termination of service with the Company and all Participating
      Companies, an amount equal to the balance credited to such Participant’s
      Memorandum Account shall be paid to the Participant in a single payment within
      thirty (30) days after the end of the calendar year in which such termination
      of
      service occurs; provided,
      however,
      that if
      a Participant so elects in his initial election to participate or in any
      subsequent deferral election, payment of balances attributable to amounts
      deferred pursuant to such election may be made in a single payment or in annual
      installments over a period of ten (10) years commencing within thirty (30)
      days
      after the end of the calendar year in which such termination of service occurs
      or as of some other date specified by the Participant in his
      election.

     

    (b)  Notwithstanding
      section 6.2(a), each Participant may, by written election given in such form
      and
      manner as the Administrator may prescribe, elect to change the time and manner
      of distribution of the balance credited to any Memorandum Subaccount;
provided,
      however,
      that


     

    (i)  Any
      such
      election shall not take effect until twelve (12) months after it is received
      by
      the Administrator; and

     

    (ii)  In
      the
      case of an election to defer a payment to be made on account of an event other
      than the Participant's death, Disability or Unforeseeable Emergency, the first
      payment made under such election shall not occur until at least five (5) years
      later than such payment would otherwise have been made; and

     

    (iii)  In
      the
      case of an election to defer a payment to be made on account of a Change in
      Control Event, such election shall be made at least twelve (12) months prior
      to
      the date of the first payment scheduled to be made on account of the Change
      in
      Control Event. 

     

    (c)  Distributions
      shall be made, or commence, within 30 days after the date the Participant
      becomes entitled to payment pursuant to this section 6.2. Distributions of
      balances attributable to the deferral of Option-Related Compensation shall
      be
      made in whole Shares (with cash paid in lieu of fractional shares),
      distributions of the balances deemed to be invested in Phantom Shares shall,
      unless the Administrator determines otherwise, be made in whole Shares (with
      cash paid in lieu of fractional Shares); and all other distributions shall
      be
      made in cash unless the Administrator, in its discretion, permits other forms
      of
      distribution. 

     

    Section
      6.3  Distributions
      to Beneficiaries.

     

    (a)  A
      Participant may designate a Beneficiary or Beneficiaries by filing a written
      notice with the Administrator prior to the Participant’s death, in such form and
      manner as the Administrator may prescribe. A Participant who has designated
      a
      Beneficiary or Beneficiaries may change or revoke such designation prior to
      the
      Participant’s death by means of a similar written instrument.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b)  In
      the
      event that a Participant dies before receiving payment of his entire Memorandum
      Account, payment of the value of the deceased Participant’s Memorandum Account
      shall be made in a lump sum to his Beneficiary or Beneficiaries within ninety
      (90) days after the Administrator receives satisfactory evidence of the
      Participant’s death. If no Beneficiary shall have been designated or if any such
      designation shall be ineffective, or in the event that no designated Beneficiary
      survives the Participant, payment of the value of the Participant’s Memorandum
      Account shall be made to the Participant’s personal representative, or if no
      personal representative is appointed within six (6) months after the
      Participant’s death or such longer period as the Administrator deems reasonable
      in its discretion, to his surviving spouse, or if he has no surviving spouse,
      to
      his then living descendants, per
      stirpes,
      in the
      same manner and at the same time as the Participant’s Memorandum Account would
      have been paid to a Beneficiary. If any Participant and any one or more of
      his
      designated Beneficiary(ies) shall die in circumstances that leave substantial
      doubt as to who shall have been the first to die, the Participant shall be
      deemed to have survived the deceased Beneficiary(ies). The presence of
      substantial doubt for such purposes shall be determined by the Administrator
      in
      its sole and absolute discretion.

     

    Section
      6.4  Mandatory
      Cashout of Small Balances.

     

    Notwithstanding
      anything in the Plan to the contrary, except as provided in section 6.5, if,
      as
      of December 31 of any calendar year following a Participant’s termination of
      service with all Participating Companies, the balance credited to his Memorandum
      Account is $10,000 or less, the entire balance credited to his Memorandum
      Account shall be distributed in a single lump sum payment as soon as practicable
      during the immediately following calendar year.

     

    Section
      6.5  Restrictions
      on Payments to Key Employees.

     

    Notwithstanding
      anything in the Plan to the contrary, to the extent required under section
      409A
      of the Code, no payment to be made to a key employee (within the meaning of
      section 409A of the Code) on or after the date of his termination of service
      shall be made sooner than six (6) after such termination of
      service.

     

    Article
      VII

     

    Administration

     

    Section
      7.1  Administrator.

     

    The
      Administrator shall, subject to the responsibilities of the Committee and the
      Board, have the responsibility for the day-to-day control, management, operation
      and administration of the Plan. The Administrator shall have the following
      responsibilities:

     

    (a)  To
      maintain records necessary or appropriate for the administration of the
      Plan;

     

    (b)  To
      give
      and receive such instructions, notices, information, materials, reports and
      certifications as may be necessary or appropriate in the administration of
      the
      Plan;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (c)  To
      prescribe forms and make rules and regulations consistent with the terms of
      the
      Plan and with the interpretations and other actions of the
      Committee;

     

    (d)  To
      require such proof or evidence of any matter from any person as may be necessary
      or appropriate in the administration of the Plan;

     

    (e)  To
      determine any question arising in connection with the Plan, including any
      question of Plan interpretation, and the Administrator’s decision or action in
      respect thereof shall be final and conclusive and binding upon all persons
      having an interest under the Plan; provided
      however,
      that any
      question relating to inconsistency or omission in the Plan, or interpretation
      of
      the provisions of the Plan, shall be referred to the Committee by the
      Administrator and the decision of the Committee in respect thereof shall be
      final;

     

    (f)  To
      review
      and dispose of claims under the Plan filed pursuant to section 7.3 and appeals
      of claims decisions pursuant to section 7.4;

     

    (g)  If
      the
      Administrator shall determine that by reason of illness, senility, insanity,
      or
      for any other reason, it is undesirable to make any payment to the person
      entitled thereto, to direct the application of any amount so payable to the
      use
      or benefit of such person in any manner that the Administrator may deem
      advisable or to direct in the Administrator’s discretion the withholding of any
      payment under the Plan due to any person under legal disability until a
      representative competent to receive such payment in his behalf shall be
      appointed pursuant to law;

     

    (h)  To
      discharge such other responsibilities or follow such directions as may be
      assigned or given by Committee or the Board; and

     

    (i)  To
      perform any duty or take any action which is allocated to the Administrator
      under the Plan.

     

    The
      Administrator shall have the power and authority necessary or appropriate to
      carry out his responsibilities. The Administrator may resign only by giving
      at
      least 30 days’ prior written notice of resignation to the Committee, and such
      resignation shall be effective on the date specified in such
      notice.

     

    Section
      7.2  Committee
      Responsibilities.

     

    The
      Committee shall, subject to the responsibilities of the Board, have the
      following responsibilities:

     

    (a)  To
      review
      the performance of the Administrator;

     

    (b)  To
      hear
      and decide appeals, pursuant to the claims procedure contained in section 7.4
      of
      the Plan, taken from the decisions of the Administrator;

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (c)  To
      hear
      and decide questions, including interpretation of the Plan, as may be referred
      to the Committee by the Administrator;

     

    (d)  To
      report
      and make recommendations to the Board regarding changes in the Plan, including
      changes in the operation and management of the Plan;

     

    (e)  To
      designate an alternate Administrator to serve in the event that the
      Administrator is absent or otherwise unable to discharge his
      responsibilities;

     

    (f)  To
      remove
      and replace the Administrator or alternate, or both of them, and to fill a
      vacancy in either office;

     

    (g)  To
      discharge such other responsibilities or follow such directions as may be
      assigned or given by the Board; and

     

    (h)  To
      perform any duty or to take any action which is allocated to the Committee
      under
      the Plan.

     

    The
      Committee shall have the power and authority necessary or appropriate to carry
      out its responsibilities. The Committee may take action under the Plan by vote
      of a majority of the members present at any meeting of the Committee at which
      a
      quorum is present or by unanimous written consent in lieu of meeting. The
      Committee may delegate to one of its members, to the Administrator or to any
      non-employee director of the Company or any other Participating Company the
      power and responsibility, to the extent not expressly allocated under the Plan
      to the Administrator, to sign instruments and other communications in its behalf
      and to take appropriate action to implement the Committee’s
      decisions.

     

    Section
      7.3  Claims
      Procedure.

     

    Any
      claim
      relating to benefits under the Plan shall be filed with the Administrator on
      a
      form prescribed by it. If a claim is denied in whole or in part, the
      Administrator shall give the claimant written notice of such denial, which
      notice shall specifically set forth:

     

    (a)  The
      reasons for the denial;

     

    (b)  The
      pertinent Plan provisions on which the denial was based;

     

    (c)  Any
      additional material or information necessary for the claimant to perfect his
      claim and an explanation of why such material or information is needed;
      and

     

    (d)  An
      explanation of the Plan’s procedure for review of the denial of the
      claim.

     

    In
      the
      event that the claim is not granted and notice of denial of a claim is not
      furnished by the 30th day after such claim was filed, the claim shall be deemed
      to have been denied on that day for the purpose of permitting the claimant
      to
      request review of the claim.

     

    
      
        
        

      

      
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    Section
      7.4  Claims
      Review Procedure.

     

    Any
      person whose claim filed pursuant to section 7.3 has been denied in whole or
      in
      part by the Administrator may request review of the claim by the Committee,
      upon
      a form prescribed by the Administrator. The claimant shall file such form
      (including a statement of his position) with the Committee no later than 60
      days
      after the mailing or delivery of the written notice of denial provided for
      in
      section 7.3, or, if such notice is not provided, within 60 days after such
      claim
      is deemed denied pursuant to section 7.3. The claimant shall be permitted to
      review pertinent documents. A decision shall be rendered by the Committee and
      communicated to the claimant not later than 30 days after receipt of the
      claimant’s written request for review. However, if the Committee finds it
      necessary, due to special circumstances (for example, the need to hold a
      hearing), to extend this period and so notifies the claimant in writing, the
      decision shall be rendered as soon as practicable, but in no event later than
      120 days after the claimant’s request for review. The Committee’s decision shall
      be in writing and shall specifically set forth:

     

    (a)  The
      reasons for the decision; and

     

    (b)  The
      pertinent Plan provisions on which the decision is based.

     

    Any
      such
      decision of the Committee shall be binding upon the claimant and the
      Participating Company, and the Administrator shall take appropriate action
      to
      carry out such decision.

     

    Section
      7.5  Other
      Administrative Provisions.

     

    (a)  Any
      person whose claim has been denied in whole or in part must exhaust the
      administrative review procedures provided in section 7.4 prior to initiating
      any
      claim for judicial review.

     

    (b)  neither
      the members of the Committee, the Administrator, nor any non-employee director
      or employee of a Participating Company to whom responsibilities are assigned
      under the Plan shall be liable for any act of omission or commission by himself
      or by another person, except for his own individual willful and intentional
      malfeasance.

     

    (c)  The
      Administrator or the Committee may, shorten, extend or waive the time (but
      not
      beyond 60 days) required by the Plan for filing any notice or other form with
      the Administrator or Committee, or taking any other action under the Plan;
      provided, however, that no such shortening, extension or waiver shall be done
      that would cause any Participant to be in constructive receipt of the balance
      credited his Memorandum Account prior to the date on which such balance is
      scheduled to be paid.

     

    (d)  Any
      person, group of persons, committee, corporation or organization may serve
      in
      more than one fiduciary capacity with respect to the Plan.

     

    (e)  Any
      action taken or omitted by the Administrator or the Committee or any delegate
      of
      the Committee with respect to the Plan, including any decision, interpretation,
      claim denial or review on appeal, shall be conclusive and binding on and all
      interested parties and shall be subject to judicial modification or reversal
      only to the extent it is determined by a court of competent jurisdiction that
      such action or omission was arbitrary and capricious and contrary to the terms
      of the Plan.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Article
      VIII

     

    Amendment
      And Termination

     

    Section
      8.1  Amendment
      by the Company.

     

    The
      Company reserves the right, in its sole and absolute discretion, at any time
      and
      from to time, by action of the Board, to amend the Plan in whole or in part.
      In
      no event, however, shall any such amendment adversely affect the right of any
      Participant, former Participant or Beneficiary to receive any benefits under
      the
      Plan in respect of participation for any period ending on or before the later
      of
      the date on which such amendment is adopted or the date on which it is made
      effective.

     

    Section
      8.2  Termination.

     

    (a)  The
      Company reserves the right, in its sole and absolute discretion, by action
      of
      the Board, to terminate the Plan, but only in the following
      circumstances:

     

    (i)  Within
      twelve (12) months of any Change in Control Event; and

     

    (ii)  At
      such
      other time and in such other circumstances as may be permitted under section
      409A of the Code.

     

    In
      such
      event, undistributed benefits attributable to participation prior to the date
      of
      termination shall be distributed in lump sum payments as soon as practicable
      following the effective date of termination.

     

    (b)  The
      Company reserves the right, in its sole and absolute discretion, by action
      of
      the Board, to suspend the operation of the Plan, but only in the following
      circumstances:

     

    (i)  With
      respect to Compensation to be earned and paid in calendar years beginning after
      the date of adoption of the resolution suspending the operation of the Plan;
      and

     

    (ii)  At
      such
      other time and in such other circumstances as may be permitted under section
      409A of the Code.

     

    In
      such
      event, no further Compensation shall be deferred following the effective date
      of
      the suspension and memorandum Accounts in existence prior to such date shall
      continue to be maintained, and payments shall continue to be made, in accordance
      with the provisions of the Plan.

     

    
      
        
        

      

      
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    Section
      8.3  Amendment
      or Termination by Other Companies.

     

    In
      the
      event that a corporation or trade or business other than the Company shall
      adopt
      this Plan, such corporation or trade or business shall, by adopting the Plan,
      empower the Company to amend or terminate the Plan, insofar as it shall cover
      employees of such corporation or trade or business, upon the terms and
      conditions set forth in sections 8.1 and 8.2; provided,
      however,
      that
      any such corporation or trade or business may, by action of its board of
      directors or other governing body, amend or terminate the Plan, insofar as
      it
      shall cover employees of such corporation or trade or business, at different
      times and in a different manner. In the event of any such amendment or
      termination by action of the board of directors or other governing body of
      such
      a corporation or trade or business, a separate plan shall be deemed to have
      been
      established for the employees of such corporation or trade or business, and
      any
      amounts set aside to provide for the satisfaction of benefit liabilities with
      respect to employees of such corporation or trade or business shall be
      segregated from the assets set aside for the purposes of this Plan at the
      earliest practicable date and shall be dealt with in accordance with the
      documents governing such separate plan.

     

    Article
      IX

     

    Miscellaneous
      Provisions

     

    Section
      9.1  Notice
      and Election.

     

    The
      Administrator shall provide a copy of this Plan and the resolutions of adoption
      to each Non-Employee Director who becomes eligible to participate, together
      with
      a form on which the Non-Employee Director may notify the Administrator of his
      election whether to become a Participant, which form, if he so elects, he may
      complete, sign and return to the Administrator.

     

    Section
      9.2  Construction
      and Language.

     

    Wherever
      appropriate in the Plan, words used in the singular may be read in the plural,
      words used in the plural may be read in the singular, and the masculine gender
      may be read as referring equally to the feminine gender or the
      neuter.

     

    Section
      9.3  Headings.

     

    The
      headings of Articles and sections are included solely for convenience of
      reference. If there is any conflict between such headings and the text of the
      Plan, the text shall control.

     

    Section
      9.4  Non-Alienation
      of Benefits.

     

    Except
      as
      may otherwise be required by law, no distribution or payment under the Plan
      to
      any Participant, former Participant or Beneficiary shall be subject in any
      manner to anticipation, alienation, sale, transfer, assignment, pledge,
      encumbrance or charge, whether voluntary or involuntary, and any attempt to
      so
      anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
      same shall be void; nor shall any such distribution or payment be in any way
      liable for or subject to the debts, contracts, liabilities, engagements or
      torts
      of any person entitled to such distribution or payment. If any Participant,
      former Participant or Beneficiary is adjudicated bankrupt or purports to
      anticipate, alienate, sell, transfer, assign, pledge encumber or charge any
      such
      distribution or payment, voluntarily or involuntarily, the Committee, in its
      sole discretion, may cancel such distribution or payment or may hold or cause
      to
      be held or applied such distribution or payment, or any part thereof, to or
      for
      the benefit of such Participant, former Participant or Beneficiary, in such
      manner as the Committee shall direct; provided,
      however,
      that no
      such action by the Committee shall cause the acceleration or deferral of any
      benefit payments from the date on which such payments are scheduled to be
      made.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Section
      9.5  Indemnification.

     

    The
      Company shall indemnify, hold harmless and defend each Participant, former
      Participant and Beneficiary, against their reasonable costs, including legal
      fees, incurred by them or arising out of any action, suit or proceeding in
      which
      they may be involved, as a result of their efforts, in good faith, to defend
      or
      enforce the obligations of the Company and any other Participating Employer
      under the terms of the Plan.

     

    Section
      9.6  Severability.

     

    A
      determination that any provision of the Plan is invalid or unenforceable shall
      not affect the validity or enforceability of any other provision
      hereof.

     

    Section
      9.7  Waiver.

     

    Failure
      to insist upon strict compliance with any of the terms, covenants or conditions
      of the Plan shall not be deemed a waiver of such term, covenant or condition.
      A
      waiver of any provision of the Plan 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 or power hereunder at any one or more
      times shall not be deemed a waiver or relinquishment of such right or power
      at
      any other time or times.

     

    Section
      9.8  Governing
      Law.

     

    The
      Plan
      shall be construed, administered and enforced according to the laws of the
      State
      of Maine without giving effect to the conflict of laws principles thereof,
      except to the extent that such laws are preempted by federal law. The federal
      and state courts having jurisdiction in Penobscot County, Maine shall have
      exclusive jurisdiction over any claim, action, complaint or lawsuit brought
      under the terms of the Plan or in any way relating to the rights or obligations
      of any person under, or the acts or omissions of the Company, the Board, the
      Administrator, the Committee on any duly authorized person acting in their
      behalf in relation to, the Plan. By electing to participate in this Plan, the
      Participant, for himself and any other person claiming any rights under the
      Plan
      through him, agrees to submit himself, and any such legal action described
      herein that he shall bring, to the sole jurisdiction of such courts for the
      adjudication and resolution of such disputes. Any payments made pursuant to
      this
      Plan are subject to and conditioned upon their compliance with 12 U.S.C. §
1828(k) and any regulations promulgated thereunder.

     

    
      
        
        

      

      
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    Section
      9.9  Withholding.

     

    Payments
      from this Plan shall be subject to all applicable federal, state and local
      income withholding taxes. The Company, Merrill Merchants Bank, any other
      Participating Company or the Committee shall have the right to require any
      person entitled to receive a distribution in Shares under this Plan to pay
      the
      amount of any tax which is required to be withheld with respect to such Shares,
      or, in lieu thereof, to cancel without notice, a sufficient number of Phantom
      Shares to cover the amount required to be withheld.

     

    Section
      9.10  No
      Deposit Account.

     

    Nothing
      in this Plan shall be held or construed to establish any deposit account for
      any
      Participant or any deposit liability on the part of the Company or any
      Participating Company. Participants’ rights hereunder shall be equivalent to
      those of a general unsecured creditor of each Participating
      Company.

     

    Section
      9.11  Rights
      of Participants.

     

    No
      Participant shall have any right or claim to any benefit under the Plan except
      in accordance with the provisions of the Plan. The establishment of the Plan
      shall not be construed as conferring upon any Participant or other person any
      legal right to a continuation of service or to any terms or conditions of
      service, nor as limiting or qualifying the right of a Participating Company,
      its
      board of directors or its stockholders to remove any Non-Employee Director
      or to
      fail to re-elect him or her or decline to nominate him or her for
      re-election.

     

    Section
      9.12  Status
      of Plan Under ERISA.

     

    The
      Plan
      is intended to be (a) to the maximum extent permitted under applicable laws,
      an
      unfunded, non-qualified excess benefit plan as contemplated by section 3(36)
      of
      ERISA for the purpose of providing benefits in excess of the limitations imposed
      under section 415 of the Code, and (b) to the extent not so permitted, an
      unfunded, non-qualified plan maintained primarily for the purpose of providing
      deferred compensation for highly compensated employees, as contemplated by
      section 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan is not intended
      to
      comply with the requirements of section 401(a) of the Code or to be subject
      to
      Parts 2, 3, and 4 of Title I of ERISA. The Plan shall be administered and
      construed so as to effectuate this intent.

     

    Section
      9.13  Successors
      and Assigns.

     

    The
      provisions of the Plan will inure to the benefit of and be binding upon the
      Participants and their respective legal representatives and testate or intestate
      distributes, and each Participating Company and their respective successors
      and
      assigns, including any successor by merger or consolidation or a statutory
      receiver or any other person or firm or corporation to which all or
      substantially all of the assets and business of any Participating Company may
      be
      sold or otherwise transferred.

     

    
      
        
        

      

      
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    Section
      9.14  Non-dilution
      Provisions.

     

    In
      the
      event of any merger, consolidation, or other business reorganization involving
      the Company, and in the event of any stock split, stock dividend or other event
      generally affecting the number of Shares held by each person who is then a
      holder of record of Shares, and in the event of any other occurrence which,
      in
      the judgment of the Committee warrants an adjustment to avoid unintended
      enhancement or dilution of the rights of one or more Participants under the
      Plan, the number of Phantom Units credited to each Participant’s Memorandum
      Account, and the unit value thereof, shall be adjusted to account for such
      event. Such adjustment shall be effected in such manner as the Committee shall
      determine to e appropriate in order to prevent the enlargement or diminution
      of
      any Participant’s rights under the Plan.

     

    Section
      9.15  Compliance
      with Section 409A of the Code.

     

    The
      Plan
      is intended to be a non-qualified deferred compensation plan described in
      section 409A of the Code. The Plan shall be operated, administered and construed
      to give effect to such intent. In addition, the Plan shall be subject to
      amendment, with or without advance notice to Participants and other interested
      parties, and on a prospective or retroactive basis, including but not limited
      amendment in a manner that adversely affects the rights of participants and
      other interested parties, to the extent necessary to effect such
      compliance.

     

    
      
        
        

      

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