Exhibit 10.8


 


FIRST NATIONAL BANK OF MARYSVILLE


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT


 


THIS AGREEMENT is made effective this 1st day of January, 2003 (the “Effective
Date”), by and between First National Bank of Marysville (the “Bank”), a national
bank located in Marysville, Pennsylvania and WILLIAM HUMMEL (the “Executive”),
intending to be legally bound hereby.


 


INTRODUCTION


 


The purpose of this Agreement is to provide specified benefits to
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Bank.  This
Agreement shall be unfunded for tax purposes and for purposes of Title I of
ERISA.


 


To encourage the Executive to remain an employee of the Bank, the Bank
is willing to provide supplemental retirement benefits to the Executive.  The Bank will pay the benefits from its
general assets.


 


AGREEMENT


 


Article 1


Definitions


 


1.1                                 Definitions.  Whenever
used in this Agreement, the following words and phrases shall have the meanings
specified:


 


1.1.1                        “Change in Control” means any of the following:


 


(A)                              any person (as such term is
used in Sections 13d and 14d-2 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), other than the Corporation, a subsidiary of the Corporation,
an employee benefit plan (or related trust) of the Corporation or a direct or
indirect subsidiary of the Corporation, or Affiliates of the Corporation (as
defined in Rule 12b-2 under the Exchange Act), becomes the beneficial
owner (as determined pursuant to Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing more than
25% of the combined voting power of the Corporation’s then outstanding securities
(other than a person owning 10% or more of the voting power of stock on the
date hereof); or


 


(B)                                the liquidation or
dissolution of the Corporation or the occurrence of, or execution of an
agreement providing for a sale of all or substantially all of the assets of the
Corporation to an entity which is not a direct or indirect subsidiary of the
Corporation; or


 

















 


(C)                                the occurrence of, or
execution of an agreement providing for a reorganization, merger, consolidation
or other similar transaction or connected series of transactions of the
Corporation as a result of which either (a) the Corporation does not
survive or (b) pursuant to which shares of the Corporation common stock (“Common
Stock”) would be converted into cash, securities or other property, unless, in
case of either (a) or (b), the holders of the Corporation Common Stock
immediately prior to such transaction will, following the consummation of the
transaction, beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the corporation surviving, continuing
or resulting from such transaction; or


 


(D)                               the occurrence of, or
execution of an agreement providing for a reorganization, merger, consolidation
or similar transaction of the Corporation, or before any connected series of
such transactions, if upon consummation of such transaction or transactions,
the persons who are members of the Board of Directors of the Corporation
immediately before such transaction or transactions cease or, in the case of
the execution of an agreement for such transaction or transactions, it is
contemplated in such agreement that upon consummation such persons would cease
to constitute a majority of the Board of Directors of the Corporation or, in
the case where the Corporation does not survive in such transaction, of the corporation
surviving, continuing or resulting from such transaction or transactions; or


 


(E)                                 any other event which
is at any time designated as a “Change in Control” for purposes of this Plan by
a resolution adopted by the Board of Directors of the Corporation with the
affirmative vote of a majority of the non-employee directors in office at the
time the resolution is adopted; in the event any such resolution is adopted,
the Change in Control event specified thereby shall be deemed incorporated
herein by reference and thereafter may not be amended, modified or revoked without
the written agreement of the Executive; or


 


(F)                                 during any period of
two consecutive years during the term of this Plan, individuals who at the
beginning of such period constitute the Board of Directors of the Bank or
Corporation cease for any reason to constitute at least a majority thereof,
unless the election of each director who was not a director at the beginning of
such period has been approved in advance by directors representing at least
two-thirds of the directors then in office who were directors at the beginning
of the period, provided however this provision shall not apply in the event
two-thirds of the Board of Directors at the beginning of a period no longer are
directors due to death, normal retirement, or other circumstances not related
to a Change in Control.


 

















 


Notwithstanding anything else to the contrary set forth in this Plan,
if (i) an agreement is executed by the Corporation providing for any of
the transactions or events constituting a Change in Control as defined herein,
and the agreement subsequently expires or is terminated without the transaction
or event being consummated, and (ii) Executive’s employment did not
terminate during the period after the agreement and prior to such expiration or
termination, for purposes of this Plan it shall be as though such agreement was
never executed and no Change in Control event shall be deemed to have occurred
as a result of the execution of such agreement.


 


1.1.2                        “Code” means the Internal Revenue Code of 1986, as amended.


 


1.1.3                        “Corporation” means First Perry Bancorp, Inc.


 


1.1.4                        “Disability” means the Executive’s suffering a sickness,
accident or injury which has been determined by the carrier of any group
disability insurance policy provided by the Bank or made available by the Bank
to its employees and covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totally and
permanently disabled.  The Executive must
submit proof to the Bank of the carrier’s or Social Security Administration’s
determination upon the request of the Bank.


 


1.1.5                        “Early Termination” means the Termination of Employment
before Normal Retirement Age for reasons other than death, Disability,
Termination for Cause or following a Change in Control.


 


1.1.6                        “Normal Retirement Age” means the Executive’s 62nd birthday.


 


1.1.7                        “Normal Retirement Date” means the later of the Normal
Retirement Age or Termination of Employment.


 


1.1.8                        “Plan Year” means each consecutive twelve (12) month period commencing
with the Effective Date of this Agreement.


 


1.1.9                        “Termination of Employment” means that the Executive ceases
to be employed by the Bank for any reason other than by reason of a leave of
absence which is approved by the Bank.  For
purposes of this Agreement, if there is a dispute over the employment status of
the Executive or the date of the Executive’s Termination of Employment, the Bank
shall have the sole and absolute right to decide the dispute.


 

















 


Article 2


Living Benefits


 


2.1                                 Normal Retirement Benefit. 
The Bank shall pay to the Executive the benefit described in this Section 2.1
in lieu of any other benefit under this Agreement upon Termination of
Employment on or after the Normal Retirement Age for reasons other than death.


 


2.1.1                        Amount of Benefit. 
The annual Normal Retirement Benefit under this Section 2.1 is
$14,411 (fourteen thousand four hundred and eleven dollars). The Bank may
increase the annual benefit under this Section 2.1 at the sole and
absolute discretion of the Bank’s Board of Directors.  Any increase in the annual benefit shall
require the recalculation of all the amounts on Schedule A attached
hereto.  The annual benefit amounts on
Schedule A are calculated by amortizing the Accrued Benefit using the interest
method of accounting, a 7.00% discount rate, monthly compounding and monthly
payments.


 


2.1.2                        Payment of Benefit. 
The Bank shall pay the annual benefit to the Executive in equal monthly
installments payable on the first day of each month commencing with the month
following the Executive’s Normal Retirement Date and continuing for the 239
months that follow.


 


2.1.3                        Benefit Increases. 
Commencing on the first anniversary of the first benefit payment, and
continuing on each subsequent anniversary, the Bank’s Board of Directors, in
its sole discretion, may increase the benefit.


 


2.2                                 Early Termination Benefit. 
Upon Early Termination, the Bank shall pay to the Executive the benefit
described in this Section 2.2 in lieu of any other benefit under this
Agreement.


 


2.2.1                        Amount of Benefit. 
The annual benefit under this Section 2.2 is the Early Termination
Annual Benefit set forth in Schedule A for the Plan Year ended immediately
prior to the Early Termination Date.


 


2.2.2                        Payment of Benefit. 
The Bank shall pay the annual benefit to the Executive in equal monthly
installments commencing with the month following the Executive’s Normal
Retirement Age and continuing for the 239 months that follow.


 


2.2.3                        Benefit Increases. 
Benefit payments may be increased as provided in Section 2.1.3.


 


2.3                                 Disability Benefit. 
If the Executive terminates employment due to Disability prior to Normal
Retirement Age, the Bank shall pay to the Executive the benefit described in
this Section 2.3 in lieu of any other benefit under this Agreement.


 


2.3.1                        Amount of Benefit. 
The annual benefit under this Section 2.3 is the Disability Benefit
amount set forth in Schedule A for the Plan Year ended   immediately prior to the date in which Termination
of Employment occurs.


 

















 


2.3.2                        Payment of Benefit. 
The Bank shall pay the annual benefit to the Executive in equal monthly
installments commencing within 90 days following the date of the Executive’s
Termination of Employment and continuing for the 239 months that follow.


 


2.3.3                        Benefit Increases. 
Benefit payments may be increased as provided in Section 2.1.3.


 


2.4                                 Change in Control Benefit. 
If Executive is in active service at the time of a Change in Control,
the Bank shall pay to the Executive the benefit described in this Section 2.4
in lieu of any other benefit under this Agreement.


 


2.4.1                        Amount of Benefit. 
The benefit under this Section 2.4 is the benefit set forth in Section 2.1.1.


 


2.4.2                        Payment of Benefit. 
The Bank shall pay the annual benefit to the Executive in equal monthly
installments commencing with the month following the Executive’s Normal
Retirement Age and continuing for the 239 months that follow.


 


Article 3


Death Benefits


 


3.1                                 Death During Active Service. 
If the Executive dies while in the active service of the Bank, the Bank
shall pay to the Executive’s beneficiary the benefit described in this Section 3.1.  This benefit shall be paid in lieu of the
Living Benefits of Article 2.


 


3.1.1                        Amount of Benefit. 
The annual benefit under this Section 3.1 is the Pre­Retirement
Annual Death Benefit amount set forth in Schedule A for the Plan Year ended
immediately prior to the date in which Termination of Employment due to death
occurs.


 


3.1.2                        Payment of Benefit. 
The Bank shall pay the annual benefit to the beneficiary in 240 equal
monthly installments payable on the first day of each month commencing within 60
days of receipt by the Bank of the Executive’s death certificate.


 


3.2                                 Death During Benefit Period. 
If the Executive dies after the benefit payments have commenced under
this Agreement but before receiving all such payments, the Bank shall pay the
remaining benefits to the Executive’s beneficiary at the same time and in the
same amounts they would have been paid to the Executive had the Executive
survived.


 


3.3                                 Death Following Termination of Employment But Before Benefits Commence.  If the Executive is entitled to benefits
under this Agreement, but dies prior to receiving said benefits, the Bank shall
pay to the Executive’s beneficiary the same benefits, in the same manner, they
would have been paid to the Executive had the Executive survived; however, said
benefit payments will commence within 60 days of receipt by the Bank of the
Executive’s death certificate.


 

















 


Article 4


Beneficiaries


 


4.1                                 Beneficiary Designations. 
The Executive shall designate a beneficiary by filing a written
designation with the Bank.  The Executive
may revoke or modify the designation at any time by filing a new
designation.  However, designations will
only be effective if signed by the Executive and accepted by the Bank during
the Executive’s lifetime.  The Executive’s
beneficiary designation shall be deemed automatically revoked if the
beneficiary predeceases the Executive, or if the Executive names a spouse as
beneficiary and the marriage is subsequently dissolved.  If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive’s estate.


 


4.2                                 Facility of Payment. 
If a benefit is payable to a minor, to a person declared incapacitated,
or to a person incapable of handling the disposition of his or her property,
the Bank may pay such benefit to the guardian, legal representative or person
having the care or custody of such minor, incapacitated person or incapable
person.  The Bank may require proof of
incapacity, minority or guardianship, as it may deem appropriate prior to
distribution of the benefit.  Such
distribution shall completely discharge the Bank from all liability with
respect to such benefit.


 


Article 5


General Limitations


 


5.1                                 Excess Parachute or Golden Parachute Payment.  If the payments and benefits pursuant to this
Agreement, either alone or together with other payments and benefits which the
Executive has the right to receive from the Bank, would constitute a “parachute
payment” under Section 280G of the Code or would be a prohibited golden
parachute payment pursuant to 12 C.F.R. §359.2 and for which the appropriate
federal banking agency has not given written consent to pay pursuant to 12
C.F.R. §359.4, the payments and benefits pursuant to this Agreement shall be
reduced, in the manner determined by the Executive, by the amount, if any,
which is the minimum necessary to result in no portion of the payments and
benefits under this Agreement being non-deductible to the Bank pursuant to Section 280G
of the Code and subject to the excise tax imposed under Section 4999 of
the Code.


 


5.2                                 Termination for Cause. 
Notwithstanding any provision of this Agreement to the contrary, the
Bank shall not pay any benefit under this Agreement, if the Bank terminate the
Executive’s employment for cause. 
Termination of the Executive’s employment for “Cause” shall mean
termination because of personal dishonesty, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease-and-desist order or
material breach of any provision of the Agreement.  For purposes of this paragraph, no act or
failure to act on the Executive’s part shall be considered ‘‘willful’’ unless
done, or omitted to be done, by the Executive not in good faith and without
reasonable belief that the Executive’s action or omission was in the best
interest of the Bank.


 

















 


5.3                                 Removal. 
Notwithstanding any provision of this Agreement to the contrary, the
Bank shall not pay any benefit under this Agreement if the Executive is subject
to a final removal or prohibition order issued by an appropriate federal
banking agency pursuant to Section 8(e) of the Federal Deposit
Insurance Act (“FDIA”).


 


5.4                                 Competition after Termination of Employment.  The Executive shall forfeit his right to any
further benefits if the Executive, without the prior written consent of the
Bank, violates anyone of the following described restrictive covenants.


 


5.4.1                        Non-compete Provision. 
The Executive shall not, for the term of this Plan and until all
benefits have been distributed, directly or indirectly, either as an individual
or as a proprietor, stockholder, partner, officer, director, employee, agent,
consultant or independent contractor of any individual, partnership, corporation
or other entity (excluding an ownership interest of three percent (3%) or less
in the stock of a publicly traded company):


 


(i)                 become employed by, participate in, or
be connected in any manner with the ownership, management, operation or control
of any bank, savings and loan or other similar financial institution if the
Executive’s responsibilities will include providing banking or other financial
services within the twenty-five (25) miles of any office maintained by the Bank
as of the date of the termination of the Executive’s employment; or


 


(ii)                  participate in any way in hiring or
otherwise engaging, or assisting any other person or entity in hiring or
otherwise engaging, on a temporary, part-time or permanent basis, any
individual who was employed by the Bank as of the date of termination of the
Executive’s employment; or


 


(iii)                   assist, advise, or serve in any
capacity, representative or otherwise, any third party in any action against
the Bank or transaction involving the Bank; or


 


(iv)              sell, offer to sell, provide banking or
other financial services, assist any other person in selling or providing
banking or other financial services, or solicit or otherwise compete for,
either directly or indirectly, any orders, contract, or accounts for services of
a kind or nature like or substantially similar to the financial services
performed or financial products sold by the Bank (the preceding hereinafter
referred to as “Services”), to or from any person or entity from whom the
Executive or the Bank, to the knowledge of the Executive provided banking or
other financial services, sold, offered to sell or solicited orders, contracts
or accounts for Services during the three (3) year period immediately
prior to the termination of the Executive’s employment; or


 


(v)             divulge, disclose, or communicate to
others in any manner whatsoever, any confidential information of the Bank, to
the knowledge of the Executive , including, but not limited to, the names and
addresses of customers or prospective customers, of the Bank, as they may have
existed from time to time, of work performed or services rendered for any
customer, any method and/or procedures relating to projects or other work
developed for the Bank, earnings or other information concerning the Bank.


 

















 


The restrictions contained in this subparagraph (v) apply to all information
regarding the Bank, regardless of the source who provided or compiled such
information.  Notwithstanding anything to
the contrary, all information referred to herein, shall not be disclosed unless
and until it becomes known to the general public from sources other than the
Executive.


 


5.4.2                        Judicial Remedies.  In
the event of a breach or threatened breach by the Executive of any provision of
these restrictions, the Executive recognizes the substantial and immediate harm
that a breach or threatened breach will impose upon the Bank, and further
recognizes that in such event monetary damages may be inadequate to fully
protect the Bank.  Accordingly, in the event
of a breach or threatened breach of this Agreement, the Executive consents to
the Bank’s entitlement to such ex  parte, preliminary,
interlocutory, temporary or permanent injunctive, or any other equitable
relief, protecting and fully enforcing the Bank’s rights hereunder and
preventing the Executive from further breaching any of his obligations set
forth herein.  The Executive expressly
waives any requirement, based on any statute, rule of procedure, or other
source, that the Bank post a bond as a condition of obtaining any of the
above-described remedies.  Nothing herein
shall be construed as prohibiting the Bank from pursuing any other remedies
available to the Bank at law or in equity for such breach or threatened breach,
including the recovery of damages from the Executive.  The Executive expressly acknowledges and
agrees that:  (i) the restrictions
set forth in Section 5.4.1 hereof are reasonable, in terms of scope,
duration, geographic area, and otherwise, (ii) the protections afforded
the Bank in Section 5.4.1 hereof are necessary to protect its legitimate
business interest, (iii) the restrictions set forth in Section 5.4.1 hereof
will not be materially adverse to the Executive’s employment with the Bank, and
(iv) his agreement to observe such restrictions forms a material part of
the consideration for this Agreement.


 


5.4.3                        Overbreadth of Restrictive Covenant.  It is the intention of the parties that if
any restrictive covenant in this Agreement is determined by a court of
competent jurisdiction to be overly broad, then the court should enforce such
restrictive covenant to the maximum extent permitted under the law as to area,
breadth and duration.


 


5.4.4                        Change in Control. 
The non-compete provision detailed in Section 5.4.1 hereof shall not be
enforceable following a Change in Control.


 


5.5                                 Suicide or Misstatement. 
No benefits shall be payable if the Executive commits suicide within two
years after the date of this Agreement, or if the insurance company denies
coverage for material misstatements of fact made by the Executive on any application
for life insurance purchased by the Bank.


 


Article 6


Claims and Review Procedures


 


6.1                                 Claims Procedure.  An
Executive or beneficiary (“claimant”) who has not received benefits under the
Agreement that he or she believes should be paid shall make a claim for such
benefits as follows:


 

















 


6.1.1                        Initiation
-Written Claim.The claimant initiates a claim by submitting to the
Bank a written claim for the benefits.


 


6.1.2                        Timing of Bank Response. 
The Bank shall respond to such claimant within 90 days after receiving
the claim.  If the Bank determines that
special circumstances require additional time for processing the claim, the
Bank can extend the response period by an additional 90 days by notifying the
claimant in writing, prior to the end of the initial 90-day period, that an
additional period is required.  The
notice of extension must set forth the special circumstances and the date by
which the Bank expect to render their decision.


 


6.1.3                        Notice of Decision. 
If the Bank denies part or all of the claim, the Bank shall notify the
claimant in writing of such denial.  The
Bank shall write the notification in a manner calculated to be understood by
the claimant.  The notification shall set
forth:


 


6.1.3.1  The specific reasons for
the denial,


 


6.1.3.2  A reference to the
specific provisions of the Agreement on which the denial is based,


 


6.1.3.3 
A description of any additional information or material necessary for
the claimant to perfect the claim and an explanation of why it is needed,


 


6.1.3.4 
An explanation of the Agreement’s review procedures and the time limits
applicable to such procedures, and


 


6.1.3.5 
A statement of the claimant’s right to bring a civil action under ERISA Section
502(a) following an adverse benefit determination on review.


 


6.2                                 Review Procedure.  If
the Bank denies part or all of the claim, the claimant shall have the
opportunity for a full and fair review by the Bank of the denial, as follows:


 


6.2.1                        Initiation -Written Request. 
To initiate the review, the claimant, within 60 days after receiving the
Bank’s notice of denial, must file with the Bank a written request for review.


 


6.2.2                        Additional Submissions - Information Access.  The claimant shall then have the opportunity
to submit written comments, documents, records and other information relating
to the claim.  The Bank shall also
provide the claimant, upon request and free of charge, reasonable access to,
and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the claimant’s claim for benefits.


 


6.2.3                        Considerations on Review. 
In considering the review, the Bank shall take into account all
materials and information the claimant submits relating to the claim, without
regard to whether such information was submitted or considered in the initial
benefit determination.


 

















 


6.2.4                        Timing of Bank Response. 
The Bank shall respond in writing to such claimant within 60 days after
receiving the request for review.  If the
Bank determines that special circumstances require additional time for
processing the claim, the Bank can extend the response period by an additional
60 days by notifying the claimant in writing, prior to the end of the initial
60-day period, that an additional period is required.  The notice of extension must set forth the
special circumstances and the date by which the Bank expects to render its
decision.


 


6.2.5                        Notice of Decision. 
The Bank shall notify the claimant in writing of its decision on
review.  The Bank shall write the
notification in a manner calculated to be understood by the claimant. The
notification shall set forth:


 


6.2.5.1  The specific reasons for
the denial,


 


6.2.5.2  A reference to the
specific provisions of the Plan on which the denial is based,


 


6.2.5.3 
A statement that the claimant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records and
other information relevant (as defined in applicable ERISA regulations) to the
claimant’s claim for benefits, and


 


6.2.5.4 
A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).


 


Article 7


Amendments and Termination


 


No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Executive and such officer or officers as may be specifically designated by
the Boards of Directors of the Bank to sign on their behalf.  No waiver by any party hereto at any time of
any breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.


 


Article 8


Miscellaneous


 


8.1                                 Administration.  The Bank
shall have powers, which are necessary to administer this Agreement, including
but not limited to:


 


8.1.1                        Interpreting
the provisions of the Agreement;


 


8.1.2                        Establishing
and revising the method of accounting for the Agreement;


 

















 


8.1.3                        Maintaining
a record of benefit payments;


 


8.1.4                        Establishing
rules and prescribing any forms necessary or desirable to administer the
Agreement; and


 


8.1.5                        Delegate
any of the foregoing powers to any person or persons or committee or
committees.


 


8.2                                 Applicable Law.  The
Agreement and all rights hereunder shall be governed by the laws of the
Commonwealth of Pennsylvania, except to the extent preempted by the laws of the
United States of America.


 


8.3                                 Binding Effect.  This
Agreement shall bind the Executive and the Bank, and their beneficiaries,
survivors, executors, successors, administrators and transferees.


 


8.4                                 Entire Agreement. 
This Agreement constitutes the entire agreement between the Bank and the
Executive as to the subject matter hereof. 
No rights are granted to the Executive by virtue of this Agreement other
than those specifically set forth herein.


 


8.5                                 Administrator.  The
Bank shall be the administrator under this Agreement. The Bank may delegate to
others certain aspects of the management and operational responsibilities
including the service of advisors and the delegation of ministerial duties to
qualified individuals.


 


8.6                                 Right of Offset.  The
Bank shall have the right to offset the benefits against any unpaid obligation
the Executive may have with the Bank.


 


8.7                                 No Guarantee of Employment. 
This Agreement is not an employment policy or contract.  It does not give the Executive the right to
remain an employee of the Bank, nor does it interfere with the Bank’s right to
discharge the Executive.  It also does
not require the Executive to remain an employee nor interfere with the
Executive’s right to terminate employment at any time.


 


8.8                                 Non-Transferability. 
Benefits under this Agreement cannot be sold, transferred, assigned,
pledged, attached or encumbered in any manner.


 


8.9                                 Notice.  For the
purposes of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by certified or registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth
below:


 


	
  To the Bank: 

  	
  Secretary

  
	
   

  	
  First National Bank of Marysville

  
	
   

  	
  101 Lincoln St

  
	
   

  	
  Marysville, Pennsylvania 17053~00 17

  



 

















 


To the Executive:


 


8.10                           Facility of Payment. 
If the Executive is declared to be incompetent, or incapable of handling
the disposition of his or her property, the Bank may pay such benefit to the
duly appointed guardian, legal representative or person having the care or
custody of the Executive.  The Bank may
require proof of incompetence, minority or guardianship as it may deem
appropriate prior to distribution of the benefit.  Such distribution shall completely discharge
the Bank from all liability with respect to such benefit.


 


8.11                           Reorganization.  The
Corporation shall not merge or consolidate into or with another company, or
reorganize, or sell substantially all of its assets to another company, firm or
person unless such succeeding or continuing company, firm or person agrees to
assume and discharge the obligations of the Corporation hereunder.


 


8.12                           Tax Withholding.  The
Bank shall withhold any taxes that are required to be withheld from the
benefits provided under this Agreement.


 


8.13                           Nature of Obligations. 
Except as described in Section 2.6, nothing contained herein shall
create or require the Bank to create a trust of any kind to fund any benefits
which may be payable hereunder, and to the extent that the Executive acquires a
right to receive benefits from the Bank hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Bank.


 


8.14                           Headings.  The section
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.


 


8.15                           Validity.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.


 


8.16                           Counterparts.  This
Agreement may be executed in one or more counterparts, each off which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.


 


8.17                           Regulatory Prohibition. 
Notwithstanding any other provision of this Agreement to the contrary,
any payments made to the Executive pursuant to this Agreement, or otherwise,
are subject to and conditioned upon their compliance with Section 18(k) of
the FDIA(12 U.S.C. §1828(k)) and any regulations promulgated thereunder.


 

















 


IN WITNESS WHEREOF, the Executive and duly authorized officers of the
Bank have signed this Agreement.


 


	
  EXECUTIVE:

  	
   

  	
   

  
	
   

  	
   

  	
  BANK:

  
	
   

  	
   

  	
  FIRST NATIONAL BANK OF

  
	
   

  	
   

  	
  MARYSVILLE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                 /s/
  William Hummel 

  	
   

  	
  By

  	
          /s/  Robert B. Weidler, Jr.

  
	
  William Hummel

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
      CFO

  
						



 


By execution hereof, First Perry Bancorp, Inc. consents to and
agrees to be bound by the terms and conditions of this Agreement.


 


	
  ATTEST:

  	
   

  	
  CORPORATION:

  
	
   

  	
   

  	
  FIRST PERRY BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                 /s/
  Darlene L. Wright 

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
     Senior Vice-President

  
						



 

















 


BENEFICIARY DESIGNATION


 


FIRST NATIONAL BANK OF MARYSVILLE


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT


 


William Hummel


 


I designate the following as beneficiary of any death benefits under
the Supplemental Executive Retirement Agreement:


 


Primary:                                                     Cheryl
A. Hummel, Wife


 


Contingent:                                 Christine
M. Hummel Ratkaj – daughter


 


Emily R. Hummel – daughter


 


Note:   To name a trust as beneficiary, please provide
the name of the trustee(s) and the exact name and date of the trust
agreement.


 


I understand that I may change these beneficiary designations by filing
a new written designation with the Bank. 
I further understand that the designations will be automatically revoked
if the beneficiary predeceases me, or, if I have named my spouse as
beneficiary, in the event of the dissolution of our marriage.


 


	
  Signature

  	
   

  	
  /s/ William Hummel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date 

  	
   

  	
  1/23/2003

  	
   

  
					



 


 


Accepted by the Bank this 24th day of January, 2003.


 


 


	
  By

  	
   

  	
  /s/ Robert B. Weidler, Jr.

  	
   

  
	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  CFO

  	
   

  
					



 

















 


SCHEDULE A


 


FIRST NATIONAL BANK OF MARYSVILLE


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT


 


SUMMARY OF BENEFITS


 


William Hummel


 


	
  Date

  	
   

  	
  Attained 

  Age

  	
   

  	
  Accrued 

  Benefit

  	
   

  	
  Vesting 

  Schedule

  	
   

  	
  Vested 

  Accrued 

  Benfit

  	
   

  	
  Early 

  Termination 

  Annual 

  Benefit 

  (2)

  	
   

  	
  Disability 

  Annual 

  Benefit 

  (1)

  	
   

  	
  Change 

  in 

  Control 

  Annual 

  Benefit 

  (2)

  	
   

  	
  Pre- 

  Retirement 

  Annual 

  Death 

  Benefit 

  (3)

  	
   

  
	
  12-31-03

  	
   

  	
  56

  	
   

  	
  $

  	
  18,715

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  18,715

  	
   

  	
  $

  	
  2,571

  	
   

  	
  $

  	
  1,731

  	
   

  	
  $

  	
  14,441

  	
   

  	
  $

  	
  14,441

  	
   

  
	
  12-31-04

  	
   

  	
  57

  	
   

  	
  $

  	
  38,784

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  38,784

  	
   

  	
  $

  	
  4,969

  	
   

  	
  $

  	
  3,587

  	
   

  	
  $

  	
  14,441

  	
   

  	
  $

  	
  14,441

  	
   

  
	
  12-31-05

  	
   

  	
  58

  	
   

  	
  $

  	
  60,303

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  60,303

  	
   

  	
  $

  	
  7,205

  	
   

  	
  $

  	
  5,578

  	
   

  	
  $

  	
  14,441

  	
   

  	
  $

  	
  14,441

  	
   

  
	
  12-31-06

  	
   

  	
  59

  	
   

  	
  $

  	
  83,377

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  83,377

  	
   

  	
  $

  	
  9,290

  	
   

  	
  $

  	
  7,712

  	
   

  	
  $

  	
  14,441

  	
   

  	
  $

  	
  14,441

  	
   

  
	
  12-31-07

  	
   

  	
  60

  	
   

  	
  $

  	
  108,120

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  108,120

  	
   

  	
  $

  	
  11,234

  	
   

  	
  $

  	
  10,001

  	
   

  	
  $

  	
  14,441

  	
   

  	
  $

  	
  14,441

  	
   

  
	
  12-31-08

  	
   

  	
  61

  	
   

  	
  $

  	
  134,651

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  134,651

  	
   

  	
  $

  	
  13,048

  	
   

  	
  $

  	
  12,455

  	
   

  	
  $

  	
  14,441

  	
   

  	
  $

  	
  14,441

  	
   

  
	
  09-21-08

  	
   

  	
  62

  	
   

  	
  $

  	
  155,801

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  155,801

  	
   

  	
  $

  	
  14,441

  	
   

  	
  $

  	
  14,411

  	
   

  	
  $

  	
  14,441

  	
   

  	
  $

  	
  14,441

  	
   

  



 






(1)  Payments commence at termination of
employment and are payable to the Executive or his beneficiary in equal monthly
installments for 20 years.  Refer to Section 2.3
for Disability


 


(2)  Payments commence at Normal
Retirement Age and are payable to the Executive or his beneficiary in equal
monthly installments for 20 years.  Refer
to Section 2.2, for Early Termination and Section 2.4 for Change in
Control.


 


(3)  Payments commence within 60 days of
receipt by the Bank of the Executive’s death certificate and are to be made to
the named beneficiary in equal monthly installments for 20 years.  Refer to Section 3.1.1.