Unassociated Document


    EXHIBIT
      10.26

    EXECUTIVE
      SUPPLEMENTAL RETIREMENT

    PLAN
      AGREEMENT

    


    THIS
      AGREEMENT (Agreement) by and between County National Bank, a bank organized
      and
      existing under the laws of the State of Maryland (hereinafter referred to as
      the
“Bank") and Ralph F. Ebbenhouse, Vice President of the Bank (hereinafter
      referred to as the "Executive".) 

    


    WHEREAS,
      the Executive is now in the employ of the Bank and has faithfully served the
      Bank, it is the consensus of the Board of Directors (hereinafter referred to
      as
      the "Board") that the Executive's services have been of exceptional merit,
      in
      excess of the compensation paid and an invaluable contribution to the profits
      and position of the Bank in its field of activity.

    


    ACCORDINGLY,
      the Board has adopted this County National Bank Executive Supplemental
      Retirement Plan Agreement (hereinafter referred to as the "Plan") and it is
      the
      desire of the Bank and the Executive to enter into this Agreement under which
      the Bank will agree to make certain payments to the Executive upon the
      Executive's retirement, to the Executive's beneficiary (ies) in the event of
      the
      Executive's death or otherwise as set forth herein.

    


    FURTHERMORE,
      it is the intent of the parties hereto that this Plan be considered an unfunded
      arrangement maintained to provide supplemental retirement benefits for the
      Executive and be considered a non-qualified benefit plan for purposes of the
      Employee Retirement Security Act of 1974, as amended ("ERISA"). The Executive
      is
      aware of the Bank’s financial status and has had substantial input in the design
      and operation of the Plan; and

    


    NOW
      THEREFORE, in consideration of services the Executive has performed in the
      past
      and those to be performed in the future, and based upon mutual promises and
      covenants herein contained, the Bank and the Executive agree as
      follows:

    


    I. DEFINITIONS

    


    A. Effective
      Date

    


    The
      Effective Date shall be March 14, 2005.

    


    B. Plan
      Year

    


    Any
      reference to "Plan Year” shall mean a calendar year from January 1st through
      December 31st. In the year of implementation, the term "Plan Year" shall mean
      the period from the Effective Date through December 31st of the year of the
      Effective Date.

    


    C. Normal
      Retirement Date

    


    The
      Normal Retirement Date shall mean the first day of the calendar month following
      the month in which the Executive reaches the Normal Retirement Age.

    


    D. Termination
      of Services

    


    Termination
      of Service shall mean the Executive's voluntary resignation of service or the
      Bank's discharge of the Executive without cause, in each case prior to the
      Normal Retirement Date.

    


    E. Pre-Retirement
      Account

    


    A
      Pre-Retirement Account shall be established as a liability account on the books
      of the Bank for the benefit of the Executive. The Pre-Retirement account shall
      be increased or decreased by the Index Benefit each Plan Year, until the earlier
      of (i) Executive’s Termination of Service, or (ii) the Executive's retirement on
      or after the Normal Retirement Date.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    F. Index
      Benefit

    


    The
      Index
      Benefit for the Executive shall be equal to the Index for the period.


    


    G. Index

    


    The
      Index
      for the Plan Year shall be the aggregate annual after-tax income from the life
      insurance contract(s) described hereinafter as defined by FASB Technical
      Bulletin 85-4. This Index shall be applied as if such insurance contract(s)
      were
      purchased on the Effective Date.

    


    

      
        	 	
                Company
                  #1

              
	
                Insurance
                  Company:

              	
                Security
                  Life of Denver Insurance Company

              
	
                Policy
                  Form:

              	
                Flexible
                  Premium Adjustable Life Insurance

              
	
                Policy
                  Name

              	
                Executive
                  UL

              
	
                Insured's
                  Age & Sex:

              	
                56,
                  Male

              
	
                Riders:

              	
                None

              
	
                Ratings:

              	
                None

              
	
                Option:

              	
                Level

              
	
                Face
                  Amount:

              	
                $265,625

              
	
                Premiums
                  Paid:

              	
                $125,000

              
	
                #
                  of Premium Payments:

              	
                1

              
	
                Assumed
                  Purchase Date:

              	
                March
                  14, 2005

              
	 	 
	 	
                Company
                  #2

              
	
                Insurance
                  Company:

              	 
	
                Policy
                  Form:

              	 
	
                Policy
                  Name

              	 
	
                Insured's
                  Age & Sex:

              	 
	
                Riders:

              	 
	
                Ratings:

              	 
	
                Option:

              	 
	
                Face
                  Amount:

              	 
	
                Premiums
                  Paid:

              	 
	
                #
                  of Premium Payments:

              	 
	
                Assumed
                  Purchase Date:

              	 
	 	 


      
   

    


    If
      such
      contracts of life insurance are actually purchased by the Bank, then the actual
      policies, or replacements thereof, as of the dates they were actually purchased
      shall be used in calculations under this Agreement. If such contracts of life
      insurance are not purchased or are subsequently surrendered or lapsed, then
      the
      Bank shall receive annual policy illustrations that assume the above described
      policies were purchased or had not subsequently surrendered or lapsed. Said
      illustrations shall be received from the respective insurance companies and
      will
      indicate the increase in policy values for purposes of calculating the amount
      of
      the Index. 

    


    In
      either
      case, references to the life insurance contracts are merely for purposes of
      calculating a benefit. The Bank has no obligation to purchase such life
      insurance and, if purchased, the Executive and the Executive's beneficiary
      (ies)
      shall have no ownership interest in such policy (ies) and shall always have
      no
      greater interest in the benefits under this Plan than that of an unsecured
      creditor of the Bank.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    H. Change
      in
      Control

    


    
      	 	 	
              A
                Change in Control shall be deemed to occur on the earliest
                of:

            


    

     

    
      	 	 	
              i.
                

            	
              The
                acquisition by any entity, person or group (other than the acquisition
                by
                a tax-qualified retirement plan sponsored by CN Bancorp, Inc. (“Bancorp”)
                or the Bank) of beneficial ownership, as that term is defined in
                Rule
                13d-3 under the Securities Exchange Act of 1934, of more than 50%
                of the
                outstanding capital stock of Bancorp or the Bank entitled to vote
                for the
                election of directors, unless the acquisition is pursuant to (A)
                an
                offering of stock by Bancorp in which existing shareholders of Bancorp
                do
                not sell the shares of stock that they own in Bancorp, at the time
                of, or
                in connection with the offering, or subsequent to the offering in
                a manner
                contemplated at the time of the offering ("Voting Stock"), (B) the
                laws of
                descent and distribution, or (C) bona fide
                gift;

            


    

     

    
      	 	 	
              ii.

            	
              The
                commencement by any entity, person, or group (other than Bancorp
                or the
                Bank, a subsidiary of Bancorp or the Bank, or a tax-qualified retirement
                plan sponsored by Bancorp or the Bank) of a tender offer or an exchange
                offer for more than 50% of the outstanding Voting Stock of Bancorp
                or the
                Bank; 

            


    

     

    
      	 	 	
              iii.
                

            	
              The
                effective time of (a) a merger or consolidation of Bancorp or the
                Bank
                with one or more other corporations as a result of which the holders
                of
                the outstanding Voting Stock of Bancorp or the Bank immediately prior
                to
                such merger exercise voting control over less than 60% of the Voting
                Stock
                of the surviving or resulting corporation, or (b) a transfer of
                substantially all of the property of Bancorp or the Bank other than
                to an
                entity of which Bancorp or the Bank owns at least 60% of the Voting
                Stock;

            


    

     

    
      	 	 	
              iv.

            	
              Upon
                the acquisition by any entity, person, or group of the control of
                the
                election of a majority of the Bank or Bancorp's
                directors,

            


    

     

    
      	 	
              v.

            	
              At
                such time that, during any period of two consecutive years, individuals
                who at the beginning of such period constitute the Board of Bancorp
                or the
                Bank (the "Continuing Directors") cease for any reason to constitute
                at
                least two-thirds thereof, provided that any in-dividual whose election
                or
                nomination for election as a member of the Board was approved by
                a vote of
                at least two-thirds of the Continuing Directors then in office shall
                be
                considered a Continuing Director.

            


    

    


    


    I. Normal
      Retirement Age

    


    Normal
      Retirement Age shall mean the date on which the Executive attains age sixty-five
      (65).

    


    


    
      	II.  	
              INDEX
                BENEFITS

            


    

    


    A. Retirement

    


    Subject
      to Subparagraph II (D) hereinafter, if the Executive is continuously employed
      from the Effective Date until the Normal Retirement Date, the Executive shall
      be
      entitled to receive the balance in the Pre-Retirement Account in one hundred
      and
      twenty (120) equal monthly installments commencing thirty (30) days following
      the Executive's retirement. 

    


    B. Termination
      of Service

    


    Subject
      to Subparagraph II (D), should an Executive suffer a Termination of Service
      prior to retirement, the Executive shall be entitled to receive zero percent
      (0%) of the balance in the Executive's Pre-Retirement Account if the Executive
      has less than five (5) years of service, at the time of the termination, with
      the Bank, and one hundred percent (100%) if the Executive has completed, at
      the
      time of the termination, five (5) years of service, payable to the Executive
      either over 120 equal payments commencing thirty (30) days following the
      Executive's Normal Retirement Age or as may otherwise be determined by the
      Bank,
      in its sole discretion.

    


    If
      an
      Executive suffers a Termination of Service prior to retirement and the Executive
      has a vested interest in the funds in the Pre-Retirement Account, the funds
      in
      the Pre-Retirement Account will earn an annual interest rate the same as paid
      on
      the Bank's retail statement savings accounts, up to the Executive's Normal
      Retirement Age.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    C. Death

    


    Should
      the Executive die while there is a balance in the Executive's Pre-Retirement
      Account, said unpaid balance of the Executive's Pre-Retirement Account shall
      be
      paid in a lump sum to the individual or individuals the Executive may have
      designated in a written designation filed with the Bank. In the absence of
      any
      effective beneficiary designation, the unpaid balance shall be paid as set
      forth
      herein to the duly qualified executor or administrator of the Executive's
      estate. Said payment due hereunder shall be made the first day of the second
      month following the decease of the Executive.

    


    D. Discharge
      for Cause

    


    Should
      the Executive be Discharged for Cause at any time, all benefits under this
      Plan
      shall be forfeited. The term "for cause" shall mean any of the following that
      result in an adverse effect on the Bank: (i) gross negligence or gross neglect;
      (ii) the commission of a felony or misdemeanor involving moral turpitude, fraud,
      or dishonesty; (iii) the willful violation of any law, rule or regulation (other
      than a traffic violation or similar offense); (iv) an intentional failure to
      perform stated duties; or (v) a breach of fiduciary duty involving personal
      profit. If a dispute arises as to discharge "for cause", such dispute shall
      be
      resolved by arbitration as set forth in Section VI.B. of this
      Agreement.

    


    E. Death
      Benefit

    


    Except
      as
      set forth above, there is no death benefit provided under this Agreement. The
      Executive has no death benefit under any insurance contract that may be
      purchased by the Bank under this Plan.

    


    


    III. RESTRICTIONS
      UPON FUNDING

    


    The
      Bank
      shall have no obligation to set aside, earmark or entrust any fund or money
      with
      which to pay its obligations under this Plan. The Executive, the Executive’s
      beneficiary (ies) or any successor in interest shall be and remain simply a
      general creditor of the Bank in the same manner as any other creditor having
      a
      general claim for matured and unpaid compensation.

    


    The
      Bank
      reserves the absolute right, at its sole discretion, to either fund the
      obligations undertaken by the Plan or to refrain from funding the same and
      to
      determine the extent, nature and method of such funding. Should the Bank elect
      to fund this Plan, in whole or in part, through the purchase of life insurance,
      mutual funds, disability policies or annuities, the Bank reserves the absolute
      right, in its sole discretion, to terminate such funding at any time, in whole
      or in part. At no time shall any Executive be deemed to have any lien or right,
      title or interest in or to any specific funding investment or to any assets
      of
      the Bank.

    


    If
      the
      Bank elects to invest in life insurance, disability or annuity policy upon
      the
      life of the Executive, then the Executive shall assist the Bank by freely
      submitting to a physical examination and supplying such additional information
      necessary to obtain such insurance or annuities.

    


    IV. CHANGE
      OF
      CONTROL

    


    Upon
      a
      Change of Control, if the Executive subsequently suffers Termination of Service,
      then the Executive shall receive retirement benefits following the Executive’s
      Normal Retirement Date as if the Executive had been continuously employed by
      the
      Bank from the Effective Date until the Normal Retirement Date. The Executive
      will also remain eligible for any and all promised death benefits in this Plan.
      

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    V. MISCELLANEOUS

    


    A. Alienability
      and Assignment Prohibition

    


    Neither
      the Executive, nor the Executive's surviving spouse, nor any other beneficiary
      (ies) under this Plan shall have any power or right to transfer, assign,
      anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in
      advance any of the benefits payable hereunder nor shall any of said benefits
      be
      subject to seizure for payment of any debts, judgements, alimony or separate
      maintenance owed by the Executive or the Executive’s beneficiary (ies), nor be
      transferable by operation of law in the event of bankruptcy, insolvency or
      otherwise. In the event the Executive or any beneficiary attempts assignment,
      commutation, hypothecation, transfer or disposal of the benefits hereunder,
      the
      Bank's liabilities therefor shall forthwith cease and terminate.

    


    B. Binding
      Obligation of the Bank and any Successor in Interest

    


    This
      Agreement shall be binding upon the parties hereto, their successors,
      beneficiaries, heirs and personal representatives.

    


    C. Amendment
      or Revocation

    


    It
      is
      agreed by and between the parties hereto that, during the lifetime of the
      Executive, this Agreement may be amended or revoked at any time or times, in
      whole or in part, by the mutual written consent of the Executive and the
      Bank.

    


    D. Gender

    


    Whenever
      words are used herein in the masculine or neuter gender, they shall be read
      and
      construed as in the masculine, feminine, or neuter gender, whenever they should
      so apply.

    


    E. Effect
      on
      Other Bank Benefit Plans

    


    Nothing
      contained in this Agreement shall affect the right of the Executive to
      participate in or be covered by any qualified or non-qualified pension, profit
      sharing, group, bonus or other supplemental compensation or fringe benefit
      plan
      constituting a part of the Bank's existing or future compensation
      structure.

    


    F. Headings

    


    Headings
      and subheadings in this Agreement are inserted for reference and convenience
      only and shall not be deemed a part of the Plan.

    


    G. Applicable
      Law

    


    The
      validity and interpretation of this Agreement shall be governed by the laws
      of
      the State of Maryland.

    


    H. 12
      U.S.C.
      1828(k)

    


    Any
      payments made pursuant to this Agreement are subject to and conditioned upon
      their compliance with 12 U.S.C. 1828(k) or any regulations promulgated
      thereunder.

    


    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    I. Partial
      Invalidity

    


    If
      any
      term, provision, or covenant or condition of this Agreement is determined by
      an
      arbitrator or a court, as the case may be, to be invalid, void or unenforceable,
      such determination shall not render any other term, provision, covenant or
      condition invalid, void or unenforceable, and this Agreement shall remain in
      full force and effect notwithstanding such partial invalidity.

    


    J. Employment

    


    No
      provision of this Agreement shall be deemed to restrict or limit any existing
      employment agreement by and between the Bank and the Executive, nor shall any
      conditions herein create specific employment rights to the Executive nor limit
      the right of the Bank to discharge the Executive with or without cause. In
      a
      similar fashion, no provision shall limit the Executive' s rights to voluntary
      sever the Executive's employment at any time.

    


    
      
        K.
          Use
          of
          Estimated Rates

      

    

    


    
      	 	 	
              The
                Bank shall base calculations and payments required to be made prior
                to the
                receipt of the final Index for a particular year on good faith estimates.
                Such calculations shall be finalized as soon as practicable following
                the
                receipt of final Cost of the Index for such year, and the amount
                of any
                difference between payments made and those due pursuant to such final
                calculations shall be corrected, as determined by the Bank, either
                by (i)
                adjustment of future payments, or (ii) by lump sum payment due to
                the Bank
                from the recipient or due to the recipient from the Bank, within
                two
                calendar months of the final
                calculations.

            


    

    


    


    VI. ERISA
      PROVISION

    


    A. Named
      Fiduciary and Plan Administrator

    


    The
      "Named Fiduciary and Plan Administrator" of the Plan shall be County National
      Bank until its resignation or removal by the Board. As Named Fiduciary and
      Plan
      Administrator, the Bank shall be responsible for the management, control and
      administration of the Plan. The Named Fiduciary may delegate to other certain
      aspects of the management and operation responsibilities of the Plan including
      the employment of advisors and the delegation of ministerial duties to qualified
      individuals.

    


    B. Claims
      Procedure and Arbitration

    


    In
      the
      event a dispute arises over benefits under this Plan and benefits are not paid
      to the Executive (or to the Executive's beneficiary (ies) in the case of the
      Executive's death) and such claimants feel they are entitled to receive such
      benefits, then a written claim must be made to the Named Fiduciary and Plan
      Administrator named above within sixty (60) days from the date payments are
      refused. The Named Fiduciary and Plan Administrator shall review the written
      claim and if the claim is denied, in whole or in part, they shall provide in
      writing within sixty (60) days of receipt of such claim the specific reasons
      for
      such denial, reference to the provisions of this Plan upon which the denial
      is
      based and any additional material or information necessary to perfect the claim
      Such written notice shall further indicate the additional steps to be taken
      by
      claimants if a further review of the claim denial is desired. A claim shall
      be
      deemed denied if the Named Fiduciary and Plan Administrator fails to take any
      action within the aforesaid sixty-day period.

    


    If
      claimants desire a second review they shall notify the Named Fiduciary and
      Plan
      Administrator in writing within sixty (60) days of the first claim denial.
      Claimants may review this Plan or any relating thereto and submit any written
      issues and comments it may feel appropriate. In their sole discretion, the
      Named
      Fiduciary and Plan Administrator shall then review the second claim and provide
      a written decision within sixty (60) days of receipt of such claim. This
      decision shall likewise state the specific reasons for the decision and shall
      include reference to specific provisions of the Agreement upon which the
      decision is based.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    If
      claimants continue to dispute the benefit denial based upon completed
      performance of this Agreement or the meaning and effect of the terms and
      conditions thereof, then claimants may submit the dispute to an arbitrator
      for
      final arbitration. The arbitrator shall be selected by mutual agreement of
      the
      Bank and the claimants. The arbitrator shall operate under any generally
      recognized set of arbitration rules. The parties hereto agree that they and
      their heirs, personal representatives, successors and assigns shall be bound
      by
      the decision of such arbitrator with respect to any controversy properly
      submitted to it for determination.

    


    Where
      a
      dispute arises as to the Bank's discharge of the Executive "for cause", such
      dispute shall likewise be submitted to arbitration as above described and the
      parties hereto agree to be bound by the decision thereunder.

    


    
      	
              VII.

            	
              TERMINATION
                OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES
                OR
                REGULATIONS; TAX CONSEQUENCES

            


    

    


    The
      Bank
      is entering into this Agreement upon the assumption that certain existing tax
      laws, rules and regulations will continue into effect in their current form.
      If
      any said assumptions should change and said change has a detrimental effect
      on
      this Plan, then the Bank reserves the right to terminate or modify this
      Agreement accordingly. Upon a Change of Control, this paragraph shall become
      null and void effective immediately upon said Change of Control.

    


    Notwithstanding
      anything herein to the contrary, the Executive may, in the Executive’s
      discretion, waive any or all benefits hereunder to the extent that the amount
      of
      such benefit would be or cause an excess parachute payment under Section 280G
      of
      the Internal Revenue Code of 1986, as amended.

    


    IN
      WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read
      this Agreement and has executed the original thereof on May 9, 2005, and that,
      upon execution, each has received a conforming copy.


    
      


      
        	 	
                County
                  National Bank

              
	 	
                Glen
                  Burnie, Maryland

              


      

       

      


      
        	
                __________________________________

              	
                By: 
                  /S/ Jan W. Clark

              
	
                Witness

              	
                Jan
                  W. Clark, President/CEO

              
	 	 
	 	 
	 	
                Executive:

              
	 	 
	
                _________________________________

              	
                /S/
                  Ralph F. Ebbenhouse

              
	
                Witness

              	
                Ralph
                  F. Ebbenhouse

              


      

       

       

       

      7