**Exhibit 10.1**

 

**DANVERSBANK**

 

**SUPPLEMENTALEXECUTIVE RETIREMENT PLAN**

 

As Amended and RestatedEffective as of April 11, 2008

 

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TABLE OF CONTENTS

 
| ** **                                 | ** **                                      | **Page** |
|--------------------------------------------|-------------------------------------------------|----------|
|                                       |                                            |     |
| ARTICLE I DEFINITIONS                      | 1                                               |
| 1.1                                        | BENEFICIARY                                     | 1        |
| 1.2                                        | BENEFIT                                         | 1        |
| 1.3                                        | BENEFIT COMMENCEMENT DATE                       | 1        |
| 1.4                                        | BOARD                                           | 2        |
| 1.5                                        | CAUSE                                           | 2        |
| 1.6                                        | CHANGE IN CONTROL                               | 2        |
| 1.7                                        | CODE                                            | 2        |
| 1.8                                        | DISABILITY                                      | 2        |
| 1.9                                        | EARLY RETIREMENT AGE                            | 3        |
| 1.10                                       | EFFECTIVE DATE                                  | 3        |
| 1.11                                       | EMPLOYER                                        | 3        |
| 1.12                                       | ERISA                                           | 3        |
| 1.13                                       | FINAL AVERAGE COMPENSATION                      | 3        |
| 1.14                                       | 401(k) PLAN                                | 3        |
| 1.15                                       | NORMAL RETIREMENT AGE                           | 3        |
| 1.16                                       | PARTICIPANT                                     | 3        |
| 1.17                                       | PENSION PLAN                                    | 3        |
| 1.18                                       | PIA                                             | 3        |
| 1.19                                       | PLAN                                            | 4        |
| 1.20                                       | SEPARATION FROM SERVICE                         | 4        |
|                                       |                                            |     |
| ARTICLE II BENEFITS                        | 4                                               |
| 2.1                                        | RETIREMENT BENEFIT                              | 4        |
| 2.2                                        | PRE-RETIREMENT INVOLUNTARY  TERMINATION BENEFIT | 4        |
| 2.3                                        | DISABILITY BENEFITS                             | 5        |
| 2.4                                        | DEATH BENEFITS                                  | 5        |
| 2.5                                        | CHANGE IN CONTROL BENEFITS                      | 5        |
| 2.6                                        | ACTUARIAL ASSUMPTIONS                           | 5        |
|                                       |                                            |     |
| ARTICLE III ENTITLEMENT TO  BENEFITS       | 5                                               |
| 3.1                                        | RETIREMENT                                      | 5        |
| 3.2                                        | DEATH                                           | 6        |
| 3.3                                        | CERTAIN TERMINATIONS PRIOR  TO RETIREMENT       | 6        |
| 3.4                                        | FORFEITURE                                      | 6        |
|                                       |                                            |     |
| ARTICLE IV DISTRIBUTION OF  BENEFITS       | 6                                               |
| 4.1                                        | AMOUNT                                          | 6        |
| 4.2                                        | METHOD OF PAYMENT                               | 6        |
|                                       |                                            |     |
| ARTICLE V BENEFICIARIES;  PARTICIPANT DATA | 7                                               |
| 5.1                                        | DESIGNATION OF  BENEFICIARIES                   | 7        |

 

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| 5.2                                          | INFORMATION TO BE  FURNISHED BY PARTICIPANT AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANT  OR BENEFICIARIES | 7      |
|----------------------------------------------|------------------------------------------------------------------------------------------------------------------|--------|
|                                         |                                                                                                             |   |
| ARTICLE VI ADMINISTRATION  AND RECORDKEEPING | 8                                                                                                                |
| 6.1                                          | ADMINISTRATIVE AND  RECORDKEEPING AUTHORITY                                                                      | 8      |
| 6.2                                          | UNIFORMITY OF  DISCRETIONARY ACTS                                                                                | 8      |
| 6.3                                          | LITIGATION                                                                                                       | 8      |
| 6.4                                          | CLAIMS PROCEDURE                                                                                                 | 8      |
|                                         |                                                                                                             |   |
| ARTICLE VII AMENDMENT                        | 10                                                                                                               |
| 7.1                                          | RIGHT TO AMEND                                                                                                   | 10     |
| 7.2                                          | AMENDMENT REQUIRED BY LAW                                                                                        | 10     |
|                                         |                                                                                                             |   |
| ARTICLE VIII TERMINATION                     | 11                                                                                                               |
| 8.1                                          | EMPLOYER’S RIGHT TO  TERMINATE PLAN                                                                         | 11     |
| 8.2                                          | AUTOMATIC TERMINATION OF  PLAN                                                                                   | 11     |
| 8.3                                          | SUCCESSOR TO EMPLOYER                                                                                            | 11     |
|                                         |                                                                                                             |   |
| ARTICLE IX MISCELLANEOUS                     | 11                                                                                                               |
| 9.1                                          | LIMITATIONS ON LIABILITY  OF EMPLOYER                                                                            | 11     |
| 9.2                                          | CONSTRUCTION                                                                                                     | 12     |
| 9.3                                          | SPENDTHRIFT PROVISION                                                                                            | 12     |

 

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**DANVERSBANKSUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

 

Amended and RestatedEffective as of April 11, 2008

 

RECITALS

 

This Danversbank Supplemental Executive RetirementPlan (the “Plan”) as adopted by Danversbank, formerly known as Danvers SavingsBank (the “Employer”), effective August 1, 2003, as previouslyamended, is hereby further amended and restated as follows:

 

The Plan has been established and will be maintainedfor the benefit of certain select management or highly compensated employees ofthe Employer.  The purpose of the Plan isto offer eligible employees retirement benefits to supplement their retirementbenefits under the Employer’s tax-qualified retirement plan(s).

 

The Plan is intended to be a “top hat plan” (i.e., anunfunded deferred compensation plan maintained for members of a select group ofmanagement or highly compensated employees of the Employer), pursuant tosections 201(2), 301(a)(3) and 401(a)(1) of the Employee RetirementIncome Security Act of 1974, as amended (“ERISA”).

 

**ARTICLE I**

# **DEFINITIONS**

 

The following terms, as used herein, unless adifferent meaning clearly is implied by the context, have the followingmeanings:

 

1.1                                 BENEFICIARYmeans any individual or individuals so designated in accordance with theprovisions of Article V.

 

1.2                                 BENEFITmeans the amount accrued by a Participant as determined under Article II.

 

1.3                                 BENEFITCOMMENCEMENT DATE means generally the date on which benefits under the Planare to be made or commence, which shall be as soon as administrativelypracticable following the end of the calendar year in which occurs theParticipant’s Separation from Service with the Employer, as provided herein;provided, however, that if benefits are payable on account of the Participant’sSeparation from Service within one (1) year following a Change in Controlthat also constitutes a “change in control event” within the meaning of Section 409Aof the Code and the regulations promulgated thereunder, the BenefitCommencement Date shall be within 30 days of the Participant’s Separation fromService.  The preceding notwithstanding,if a Participant’s Benefit is payable pursuant to Section 2.2 on accountof the Participant’s involuntary termination by the Employer without Causeoccurring prior to attainment of Early Retirement Age or Normal Retirement Ageand prior to a Change in Control, the Participant’s Benefit Commencement Dateshall be as soon as administratively practicable following the end of thecalendar year in which occurs the later of (i) the Participant’s sixtieth(60th) birthday, or (ii) theParticipant’s Separation from Service. In the event the

 

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Participant isconsidered a “specified employee” within the meaning of Section 409A ofthe Code, in no event may the Benefit Commencement Date be earlier than sixmonths after the Participant’s Separation from Service.

 

1.4                                 BOARDmeans the Board of Directors of the Employer.

 

1.5                                 CAUSEmeans the occurrence, as reasonably determined by the Board, of the willful andcontinued failure of a Participant to perform his or her duties, and/or of thewillful action, or failure to act, by a Participant that results in actual orexpected injury to the Employer, financial or otherwise.

 

1.6                                 CHANGEIN CONTROL means the earliest date upon which one of the following eventsis consummated: the sale of all or substantially all of the assets of theDanvers Bancorp, Inc. (the “Company”) or the Employer; a merger of theCompany or the Employer into another banking institution or entity where theCompany or the Employer is not the surviving entity; any “person” as such termis used in Section 13(d) and 14(d) of the Securities ExchangeAct of 1934 (the “Act”) (other than the Company or an entity controlled by theCompany (an “Intermediate Holding Company”)), together with all “affiliates”and “associates” (as such terms are defined in Rule 12b-2 under the Act)of such person, shall become the “beneficial owner” (as such term is defined inRule 13d-3 under the Act), directly or indirectly, of securities of theCompany, an Intermediate Holding Company or of the Employer, as the case maybe, representing twenty percent (20%) or more of the combined voting power ofthe Company’s, the Intermediate Holding Company’s or the Employer’s, as thecase may be, then outstanding securities having the right to vote in anelection of the Board of Directors of the Company, the Intermediate HoldingCompany or the Employer, as the case may be, in each case other than as a resultof an acquisition of securities directly from the Company, the IntermediateHolding Company or the Employer; or, whenever individuals who are ContinuingDirectors of the Company or of the Employer (as defined hereafter) cease forany reason to constitute at least a majority of the Board of Directors of theCompany or the Employer, respectively. For this purpose, a “Continuing Director” shall mean (i) anindividual who was a Director of the Company or the Employer as of January 1, 2000,and (ii) any new Director whose election after January 1, 2000 to theBoard of Trustees or Directors of the Company or the Employer, as the case maybe, was approved by a vote of at least two-thirds (2/3) of theTrustees/Directors of the Company or the Employer, as applicable, who wereeither Trustees or Directors as of January 1, 2000 or whose election waspreviously so approved by two-thirds of the Continuing Directors.

 

1.7                                 CODEmeans the Internal Revenue Code of 1986 and the regulations thereunder, asamended from time to time.

 

1.8                                 DISABILITYmeans the Participant is unable to engage in any substantial gainful activityby reason of any medically determinable physical or mental impairment that canbe expected to result in death or can be expected to last for a continuousperiod of not less than 12 months, or the Participant is, by reason of anymedically determinable physical or mental impairment that can be expected toresult in death or can be expected to last for a continuous period of not lessthan 12 months, receiving income replacement benefits for a period of not lessthan three months under an accident and health plan of the Employer.  If the Participant qualifies to receiveSocial Security disability benefits, he or she is deemed to have incurred aDisability.

 

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1.9                                EARLYRETIREMENT AGE means the later of a Participant’s sixtieth (60th) birthday or the date on which theParticipant has completed ten (10) years of service with the Employer, asreasonably determined by the Board.

 

1.10                          EFFECTIVEDATE means the effective date of this Plan, which shall be August 1,2003.  The effective date of theamendment and restatement of this Plan is as of April 11, 2008.

 

1.11                          EMPLOYERmeans Danversbank, its successors and assigns unless otherwise herein provided,or any other corporation or business organization which, with the consent ofDanversbank, or its successors or assigns, assumes the Employer’s obligationshereunder.

 

1.12                          ERISAmeans the Employee Retirement Income Security Act of 1974 and the regulationsthereunder, as amended from time to time.

 

1.13                          FINALAVERAGE COMPENSATION means the Participant’s average annual base salary andbonus, unreduced by any voluntary salary reduction contributions made by theParticipant to any Employer-sponsored employee benefit or welfare plan, paid bythe Employer to the Participant during the three (3) calendar years withinthe Participant’s last five (5) calendar years of employment with theEmployer which yield the largest total. A Participant’s Final Average Compensation shall be annualized orpro-rated, as appropriate, in the case of

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### (a)                                 partialcalendar years of employment, using the Participant’s actual number of years ofbase salary and bonus if the Participant had been employed for less than thethree (3) prior calendar years, or

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### (b)                                amulti-year bonus or similarly extraordinary item of compensation which isattributable to multiple calendar years, in such manner as the Board shallreasonably determine.

 

1.14                           401(k) PLANmeans the SBERA 401(k) Plan as Adopted by Danversbank.

 

1.15                           NORMALRETIREMENT AGE means a Participant’s sixty-fifth (65th) birthday.

 

1.16                           PARTICIPANTmeans Kevin T. Bottomley, James McCarthy, John J. O’Neil, L. Mark Panella andany other individual who is designated by the Board to be a Participant underthe Plan, provided such individual is a member of a select group of theEmployer’s management or highly compensated employees, within the meaning ofsections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

 

1.17                           PENSIONPLAN means the SBERA Pension Plan as Adopted by Danversbank.

 

1.18                           PIAmeans the Primary Insurance Amount under Social Security.  When determined at an age other than SocialSecurity retirement age, PIA reflects future compensation (from age at determinationto Social Security retirement age) equal to compensation in the last calendaryear before the determination date.  Forthe year of determination, PIA reflects the greater of actual compensation orcompensation in the calendar year before the determination date.

 

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1.19                           PLANmeans this Danversbank Supplemental Executive Retirement Plan, as amended fromtime to time.

 

1.20                           SEPARATIONFROM SERVICE is deemed to occur when the Employer and the Participantreasonably anticipate that no further services would be performed by theParticipant for the Employer after a certain date or that the level of bonafide service the Participant would perform for the Employer after such date(whether as an employee or as an independent contractor) would permanentlydecrease to no more than 20 percent of the average level of bona fide servicesperformed by the Participant for the Employer over the immediately preceding36-month period (or period of employment, if less than 36 months).

 

**ARTICLE II**

# **BENEFITS**

 

2.1                                 RETIREMENTBENEFIT.  Upon a Participant’sSeparation from Service with the Employer after having attained EarlyRetirement Age or Normal Retirement Age, the Participant’s Benefit hereunder,when calculated in the form of annual installments beginning at the BenefitCommencement Date, shall consist of fifteen (15) annual payments, each equal toa “designated percentage” of (a) minus (b) minus (c) minus (d),where:

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### (a)                                 equalsthe Participant’s Final Average Compensation;

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### (b)                                equalsthe portion of the Participant’s accrued benefit under the Pension Plan whichis attributable to the Employer contributions made thereto, expressed as asingle life annuity payable at Early Retirement Age or Normal Retirement Age,as applicable;

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### (c)                                 equalsthe portion of the Participant’s account under the 401(k) Plan which isattributable to Employer contributions (whether matching or discretionary) madethereto, expressed as a single life annuity payable at Early Retirement Age orNormal Retirement Age, as applicable; and

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### (d)                                equalsone-half (1⁄2) of the amount the Participant would receive annually in PIAbeginning at age sixty-five (65) (or beginning at the actual commencement ofPIA, if earlier).

 

Each Participant’s “designated percentage” is setforth in Schedule I, attached hereto.

 

The above notwithstanding, if the Participantterminates employment with the Employer prior to attaining Normal RetirementAge, the Participant’s Benefit, calculated as provided above, shall be reduced(unless the Participant’s Separation from Service with the Employer is causedby the Participant’s death or Disability or happens at any time following aChange in Control) by three percent (3%) of the Participant’s Benefitmultiplied by the number of full years by which the date of the Participant’sSeparation from Service with the Employer precedes the Participant’s NormalRetirement Age.

 

2.2                                 PRE-RETIREMENTINVOLUNTARY TERMINATION BENEFIT. Subject to Section 2.5, if the Participant terminates employmentwith the Employer prior to attaining Early Retirement Age or Normal RetirementAge, and the termination is due to the Participant’s

 

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involuntarytermination by the Employer without Cause, the Participant’s Benefit shall bedetermined under Section 2.1 as though the Participant had terminatedemployment voluntarily upon attaining Early Retirement Age (i.e., theParticipant shall receive a Benefit with an appropriate early retirementreduction), but using the Participant’s Final Average Compensation, PensionPlan and 401(k) Plan benefits, and PIA as of his or her actual date ofSeparation from Service with the Employer.

 

2.3                                 DISABILITYBENEFITS.  The Participant’s Benefitpayable hereunder in the event of the Participant’s Disability duringemployment with the Employer but prior to attaining Normal Retirement Age,shall be determined under Section 2.1 as though the Participant hadterminated employment upon attaining Normal Retirement Age (i.e., the Benefitshall not decreased by an early retirement reduction), but using theParticipant’s Final Average Compensation, Pension Plan and 401(k) Planbenefits, and PIA as of his or her date of Disability.

 

2.4                                 DEATHBENEFITS.  In the event of aParticipant’s Separation from Service with the Employer on account of theParticipant’s death, the Beneficiary’s Benefit hereunder, when calculated inthe form of annual installments beginning at the Benefit Commencement Date,shall consist of fifteen (15) annual payments, each equal to a “designatedpercentage” of the Participant’s Final Average Compensation.  Each Participant’s “designated percentage” isset forth in Schedule I, attached hereto.

 

2.5                                 CHANGEIN CONTROL BENEFITS.  In the event ofa Participant’s Separation from Service with the Employer at any time followinga Change in Control but prior to attaining Normal Retirement Age, other than atermination by reason of death or Disability, the Participant’s Benefithereunder shall be determined under Section 2.1 as though the Participanthad terminated employment upon attaining Normal Retirement Age (i.e., theBenefit shall not decreased by an early retirement reduction), but using theParticipant’s Final Average Compensation, Pension Plan and 401(k) Planbenefits, and PIA as of his or her date of Separation from Service.

 

2.6                                 ACTUARIALASSUMPTIONS.  All calculationsconcerning the Participant’s Benefit hereunder, including calculations of thelife annuity value of the Participant’s benefits under the Pension Plan or the401(k) Plan, lump sum equivalence of the Benefit or any other calculationsthat require the utilization of actuarial assumptions, shall be calculatedusing an interest rate of 6 percent and the mortality table prescribed by Section 417(e) ofthe Code for qualified retirement plans.

 

**ARTICLE III**

# **ENTITLEMENT TO BENEFITS**

 

3.1                                 RETIREMENT.  If the Participant terminates employment withthe Employer on or subsequent to the Participant’s attainment of EarlyRetirement Age or Normal Retirement Age for reasons other than death, theParticipant’s Benefit, as determined pursuant to Section 2.1, shall becomepayable to the Participant according to the provisions of Article IV.

 

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3.2                                DEATH.  If a Participant dies prior to his or herSeparation from Service with the Employer, the Beneficiary’s Benefit, asdetermined pursuant to Section 2.4, shall become payable to theParticipant’s designated Beneficiary according to the provisions of Article IV.

 

3.3                                CERTAINTERMINATIONS PRIOR TO RETIREMENT.  Ifthe Participant terminates employment with the Employer prior to theParticipant’s attainment of Normal Retirement Age as a result of theParticipant’s Disability or at any time following a Change in Control, or ifthe Participant terminates employment with the Employer prior to theParticipant’s attainment of Early Retirement Age or Normal Retirement Age as aresult of an involuntary termination by the Employer without Cause that doesnot follow a Change in Control, the Participant’s Benefit, as determinedpursuant to Section 2.2, Section 2.3 or Section 2.5, asapplicable, shall become payable to the Participant (or to the Participant’slegal representative, in the case of incapacity) according to the provisions ofArticle IV.

 

3.4                                FORFEITURE. The Participant and his or herBeneficiary shall forfeit any Benefit accrued under the Plan upon theParticipant’s Separation from Service with the Employer prior to theParticipant’s Early Retirement Age or Normal Retirement Age, unless theParticipant’s Separation from Service with the Employer was caused by theParticipant’s death, Disability or involuntary termination by the Employerwithout Cause, or happens at any time following a Change in Control ortermination of the Plan.

 

**ARTICLE IV**

# **DISTRIBUTION OF BENEFITS**

 

4.1                                AMOUNT.  The amount of Benefits payable to aParticipant (or his or her Beneficiary or Beneficiaries) shall be determinedunder Article II.

 

4.2                                METHODOF PAYMENT.

 

### (a)                                  CashDistributions.  All distributionsunder the Plan shall be made in cash.

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### (b)                                 Timingof Distribution.  A Participant or aParticipant’s Beneficiary, as applicable, shall receive or commence to receivehis or her Benefit on the Benefit Commencement Date.

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### (c)                                  Formsof Distribution.  The Participant’sBenefit shall be paid in fifteen (15) equal annual installments unless theParticipant has elected to receive his or her Benefit in a lump sum.  Such election may only be made at thecommencement of his or her participation in the Plan or during 2008 withoutrestriction if the Participant does not have a Separation from Service in2008.  Beginning in 2009, a Participantmay change his or her election to an allowable alternative form of distributionby submitting a new election to the Employer, provided that (i) such newelection must be submitted at least one (1) year prior to his or herBenefit Commencement Date, (ii) such new election cannot take effect forat least 12 months, and (iii) the new Benefit Commencement Date must bedelayed by at least five (5) years from the original Benefit CommencementDate.

 

The preceding notwithstanding, in the case of aParticipant whose employment with the Employer terminates for any reason uponor within one (1) year following a Change in Control

 

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that also constitutes a “change in control event” within the meaning ofSection 409A of the Code and the regulations promulgated thereunder, theform of his or her Benefit shall be a single lump sum.

 

If the Participant dies prior to his or her Separationfrom Service with the Employer, or after Separation from Service but prior tothe completion of the Participant’s Benefit distribution, the Participant’sBeneficiary shall receive the Benefit, or the unpaid portion of the Benefit, inthe same form as the Benefit was being, or was to be, distributed prior to theParticipant’s death.

 

**ARTICLE V**

# **BENEFICIARIES; PARTICIPANT DATA**

 

5.1                                 DESIGNATIONOF BENEFICIARIES.  The Participantfrom time to time may designate any person or persons (who may be named contingentlyor successively) to receive such Benefits as may be payable under the Plan uponor after the Participant’s death, and such designation may be changed from timeto time by the Participant by filing a new designation with the Employer.  Each designation by the Participant willrevoke all prior designations by the Participant, shall be in the formprescribed by the Employer and will be effective only when filed in writingwith the Employer during the Participant’s lifetime.

 

In the absence of a valid Beneficiary designation, orif, at the time any Benefit payment is due to a Beneficiary, there is no livingBeneficiary validly named by the Participant, the Employer shall pay any suchBenefit payment to the Participant’s next of kin.

 

5.2                                 INFORMATIONTO BE FURNISHED BY PARTICIPANT AND BENEFICIARIES; INABILITY TO LOCATEPARTICIPANT OR BENEFICIARIES.  Anycommunication, statement or notice addressed to the Participant or to aBeneficiary at his or her last post office address as shown on the Employer’srecords shall be binding on the Participant or Beneficiary for all purposes ofthe Plan.  The Employer shall not beobliged to search for the Participant or any Beneficiary beyond the sending ofa registered letter to such last known address. If the Employer notifies the Participant or any Beneficiary that he orshe is entitled to an amount under the Plan and the Participant or Beneficiaryfails to claim such amount or make his or her location known to the Employerwithin three (3) years thereafter, then, except as otherwise required bylaw, if the location of one or more of the next of kin of the Participant isknown to the Employer, the Employer may direct distribution of such amounts toany one or more or all of such next of kin, and in such proportions as theEmployer determines.  If the location ofnone of the foregoing persons can be determined, the Employer shall have theright to direct that the amount payable shall be deemed to be a forfeiture andpaid to the Employer, except that the dollar amount of the forfeiture,unadjusted for imputed interest in the interim, shall be paid by the Employerif a claim for the Benefit subsequently is made by the Participant orBeneficiary to whom it was payable.  If aBenefit payable to the Participant or Beneficiary is subject to escheatpursuant to applicable state law, the Employer shall not be liable to anyperson for any payment made in accordance with such law.

 

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**ARTICLE VI**

# **ADMINISTRATION AND RECORDKEEPING**

 

6.1                                ADMINISTRATIVEAND RECORDKEEPING AUTHORITY.  Exceptas otherwise specifically provided herein, the Board shall have the soleresponsibility for and the sole control of the operation, administration andrecordkeeping of the Plan, and shall have the power and authority to take allaction and to make all decisions and interpretations which may be necessary orappropriate in order to administer and operate the Plan, including, withoutlimiting the generality of the foregoing, the power, duty and responsibility to:

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### (a)                                  Resolveand determine all disputes or questions arising under the Plan, including thepower to determine the rights of the Participant and Beneficiaries, and theirrespective Benefits, and to remedy any ambiguities, inconsistencies oromissions, in the Plan.

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### (b)                                 Adoptsuch rules of procedure and regulations as in its opinion may be necessaryfor the proper and efficient administration of the Plan and as are consistentwith the Plan.

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### (c)                                  Implementthe Plan in accordance with its terms and the rules and regulationsadopted as above.

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### (d)                                 Makedeterminations concerning the crediting and distribution of the Participant’sBenefits.

 

6.2                                UNIFORMITYOF DISCRETIONARY ACTS.  Whenever inthe administration or operation of the Plan discretionary actions by theEmployer are required or permitted, such action shall be consistently anduniformly applied to all persons similarly situated, and no such action shallbe taken which shall discriminate in favor of any particular person or group ofpersons.

 

6.3                                LITIGATION.  In any action or judicial proceedingaffecting the Plan, it shall be necessary to join as a party only theEmployer.  Except as may be otherwiserequired by law, neither the Participant nor any Beneficiary shall be entitledto any notice or service of process, and any final judgment entered in suchaction shall be binding on all persons interested in, or claiming under, thePlan.

 

6.4                                CLAIMSPROCEDURE.  This Section 6.4 isbased on final regulations issued by the Department of Labor and published inthe Federal Register on November 21, 2000 and codified at 29 C.F.R.section 2560.503-1.  If any provision ofthis Section 6.4 conflicts with the requirements of those regulations, therequirements of those regulations will prevail.

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### (a)                                  InitialClaim.  A Participant or Beneficiary(hereinafter referred to as a “Claimant”) who believes he or she is entitled toany Benefit under this Plan may file a claim with the Board.  The Board shall review the claim itself orappoint an individual or an entity to review the claim.

 

The Claimant shall be notified within ninety (90) daysafter the claim is filed whether the claim is allowed or denied, unless theClaimant receives written notice from the Board or 

 

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appointee of the Board prior to the end of the ninety (90) day periodstating that special circumstances require an extension of the time fordecision, such extension not to extend beyond the day which is one hundredeighty (180) days after the day the claim is filed.

 

If the Board denies a claim, it must provide to theClaimant, in writing or by electronic communication:

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#### (i)                                     Thespecific reasons for the denial;

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#### (ii)                                  Areference to the Plan provision upon which the denial is based;

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#### (iii)                               Adescription of any additional information or material that the Claimant mustprovide in order to perfect the claim;

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#### (iv)                              Anexplanation of why such additional material or information is necessary;

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#### (v)                                 Noticethat the Claimant has a right to request a review of the claim denial andinformation on the steps to be taken if the Claimant wishes to request a reviewof the claim denial; and

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#### (vi)                              Astatement of the Claimant’s right to bring a civil action under ERISA section502(a) following a denial on review of the initial denial.

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### (b)                                ReviewProcedures.  A request for review ofa denied claim must be made in writing to the Board within sixty (60) daysafter receiving notice of denial.  Thedecision upon review will be made within sixty (60) days after the Board’sreceipt of a request for review, unless special circumstances require anextension of time for processing, in which case a decision will be rendered notlater than one hundred twenty (120) days after receipt of a request forreview.  A notice of such an extensionmust be provided to the Claimant within the initial sixty (60) day period andmust explain the special circumstances and provide an expected date ofdecision.

 

The reviewer shall afford the Claimant an opportunityto review and receive, without charge, all relevant documents, information andrecords and to submit issues and comments in writing to the Board.  The reviewer shall take into account allcomments, documents, records and other information submitted by the Claimantrelating to the claim regardless of whether the information was submitted orconsidered in the initial benefit determination.

 

Upon completion of its review of an adverse initialclaim determination, the Board will give the Claimant, in writing or byelectronic notification, a notice containing:

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#### (i)                                     itsdecision;

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#### (ii)                                  thespecific reasons for the decision;

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#### (iii)                               therelevant Plan provisions on which its decision is based;

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#### (iv)                              astatement that the Claimant is entitled to receive, upon request and withoutcharge, reasonable access to, and copies of, all documents, records and otherinformation in the Plan’s files which is relevant to the Claimant’s claim forBenefits;

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#### (v)                                 astatement describing the Claimant’s right to bring an action for judicial reviewunder ERISA section 502(a); and

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#### (vi)                              ifan internal rule, guideline, protocol or other similar criterion was reliedupon in making the adverse determination on review, a statement that a copy ofthe rule, guideline, protocol or other similar criterion will be providedwithout charge to the Claimant upon request.

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### (c)                                 Calculationof Time Periods.  For purposes of thetime periods specified in this Section, the period of time during which abenefit determination is required to be made begins at the time a claim isfiled in accordance with the Plan procedures without regard to whether all theinformation necessary to make a decision accompanies the claim.  If a period of time is extended due to aClaimant’s failure to submit all information necessary, the period for makingthe determination shall be tolled from the date the notification is sent to theClaimant until the date the Claimant responds.

###  

### (d)                                Failureof Plan to Follow Procedures.  If thePlan fails to follow the claims procedures required by this Section, a Claimantshall be deemed to have exhausted the administrative remedies available underthe Plan and shall be entitled to pursue any available remedy under ERISAsection 502(a) on the basis that the Plan has failed to provide areasonable claims procedure that would yield a decision on the merits of theclaim.

###  

### (e)                                 Failureof Claimant to Follow Procedures.  AClaimant’s compliance with the foregoing provisions of this Article VI isa mandatory prerequisite to the Claimant’s right to commence any legal actionwith respect to any claim for Benefits under the Plan.

 

**ARTICLE VII**

# **AMENDMENT**

 

7.1                                RIGHTTO AMEND.  The Board, by writteninstrument, shall have the right to amend the Plan at any time and with respectto any provisions hereof, and all parties hereto or claiming any interesthereunder shall be bound by such amendment; provided, however, that no suchamendment shall deprive the Participant or any Beneficiary of a right accruedhereunder prior to the date of the amendment, including the right to receivethe payment of his or her Benefit upon a Benefit entitlement event, or earlieras provided herein.

 

7.2                                AMENDMENTREQUIRED BY LAW.  Notwithstanding theprovisions of Section 7.1, the Plan may be amended at any time,retroactively if required, if found necessary, in the opinion of the Board, inorder to ensure that the Plan is characterized as a non-tax-qualified plan ofdeferred compensation maintained for members of a select group of management orhighly compensated employees as described under Code section 451 and ERISAsections 201(2), 301(a)(3) and 401(a)(1), to conform the Plan to theprovisions and requirements of any applicable law (including ERISA and theCode).

 

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**ARTICLE VIII**

# **TERMINATION**

 

8.1                                 EMPLOYER’SRIGHT TO TERMINATE PLAN.  The Boardmay not terminate the Plan without the written consent of theParticipants.  No such termination shalldeprive the Participant or any Beneficiary of a right accrued hereunder priorto the date of termination and provided that, upon termination, the Participantshall become fully and immediately vested in his or her Benefit.  The manner of calculation and timing ofdistribution of such Benefit shall depend upon which Section of Article IIis applicable to the Participant (i.e., they shall depend upon the reason forthe Participant’s ultimate Separation from Service with the Employer), exceptthat a Participant’s voluntary Separation from Service shall be considered aninvoluntary termination without Cause for these purposes and the Participant’sFinal Average Compensation, Pension Plan and 401(k) Plan benefits, and PIAas of the date of Plan termination shall apply. Benefits payment to the Participants shall not be accelerated as aresult of a Plan termination except to the extent permitted by Section 409Aof the Code.

 

8.2                                 AUTOMATICTERMINATION OF PLAN.  Except in thecase of an adoption by a successor to the Employer as provided in Section 8.3,the Plan shall terminate automatically upon the dissolution of the Employer orupon the Employer’s merger into or consolidation with any other corporation orbusiness organization which does not specifically adopt and agree to continuethe Plan; provided, however, that no such termination shall deprive theParticipant or any Beneficiary of a right accrued hereunder prior to the dateof termination and provided that, upon termination, the Participant shallbecome fully and immediately vested in his or her Benefit.  The manner of calculation and timing ofdistribution of such Benefit shall depend upon which Section of Article IIis applicable to the Participant (i.e., they shall depend upon the reason forthe Participant’s ultimate Separation from Service with the Employer), exceptthat a Participant’s voluntary Separation from Service shall be considered aninvoluntary termination without Cause for these purposes and the Participant’sFinal Average Compensation, Pension Plan and 401(k) Plan benefits, and PIAas of the date of Plan termination shall apply).

 

8.3                                 SUCCESSORTO EMPLOYER.  Any corporation orother business organization which is a successor to the Employer by reason of aconsolidation, merger or purchase of substantially all of the assets of theEmployer shall have the right to become a party to the Plan by adopting thesame by resolution of the entity’s board of directors or other appropriategoverning body.  If, within thirty (30)days from the effective date of such consolidation, merger or sale of assets,such new entity does not become a party hereto, as above provided, the Planshall be terminated automatically, and the provisions of the foregoing Sectionsshall become operative.

 

**ARTICLE IX**

# **MISCELLANEOUS**

 

9.1                                 LIMITATIONSON LIABILITY OF EMPLOYER.  Neitherthe establishment of the Plan nor any modification thereof, nor the creation ofany account under the Plan, nor the payment of any benefits under the Plan,shall be construed as giving to the Participant or any other person any legalor equitable right against the Employer or any officer or employee thereof, exceptas provided by law or by any Plan provision.

 

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9.2                                 CONSTRUCTION.  If any provision of the Plan is held to beillegal or void, such illegality or invalidity shall not affect the remainingprovisions of the Plan, but shall be fully severable, and the Plan shall beconstrued and enforced as if said illegal or invalid provisions had never beeninserted herein.  For all purposes of thePlan, where the context permits, the singular shall include the plural, and theplural shall include the singular. Headings of Articles and Sections herein are inserted only forconvenience of reference and are not to be considered in the construction ofthe Plan.  The laws of the Commonwealthof Massachusetts shall govern, control and determine all questions of lawarising with respect to the Plan and the interpretation and validity of itsrespective provisions, except where those laws are preempted by the laws of theUnited States.  Participation under thePlan will not give a Participant the right to be retained in the service of theEmployer nor any right or claim to any benefit under the Plan unless such rightor claim has specifically accrued hereunder.

 

The Plan is intended to be and at all times shall beinterpreted and administered so as to qualify as an unfunded plan of deferredcompensation, and no provision of this Plan shall be interpreted so as to giveany individual any right in any assets of the Employer which right is greaterthan the rights of any general unsecured creditor of the Employer.

 

9.3                                 SPENDTHRIFTPROVISION.  No amount payable to aParticipant or any Beneficiary under the Plan will, except as otherwisespecifically provided by law, be subject in any manner to anticipation,alienation, attachment, garnishment, sale, transfer, assignment (either at lawor in equity), levy, execution, pledge, encumbrance, charge or any other legalor equitable process, and any attempt to do so will be void; nor will anyBenefit hereunder be in any manner liable for or subject to the debts,contracts, liabilities, engagements or torts of the person entitledthereto.  Further, (i) thewithholding of taxes from Plan Benefit payments, (ii) the recovery underthe Plan of overpayment of Benefits previously made to the Participant or anyBeneficiary, (iii) if applicable, the transfer of benefit rights from thePlan to another plan, or (iv) the direct deposit of Plan Benefit paymentsto an account in a banking institution (if not actually part of an arrangementconstituting an assignment or alienation) shall not be construed as anassignment or alienation.

 

In the event that the Participant’s or any Beneficiary’sBenefits hereunder are garnished or attached by order of any court, theEmployer may bring an action for a declaratory judgment in a court of competentjurisdiction to determine the proper recipient of the benefits to be paid underthe Plan.  During the pendency of saidaction, any Benefits that become payable shall be held as credits to theParticipant or Beneficiary or, if the Employer prefers, paid into the court asthey become payable, to be distributed by the court to the recipient as itdeems proper at the close of said action.

 

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**IN WITNESS WHEREOF**,the Employer has caused this Plan to be executed and its seal to be affixedhereto, effective as of April 11, 2008.

 
| **ATTEST/WITNESS**: |         | **DANVERSBANK** |
|---------------------|--------------|-----------------|
| ** **          | ** **   | ** **      |
| ** **          | ** **   | ** **      |
| /s/  Becky Skerry   | ** **   | By:             | /s/ John R. Ferris | (SEAL) |
|                | ** **   |            |
| Print Name:         | Becky Skerry | ** **      | Print Name: | John R. Ferris |
|                |         | ** **      |   |   |
| ** **          | ** **   | Title:          | Chairman of the  Compensation Committee |
| ** **          | ** **   |            |   |
| ** **          | ** **   | Date:           | April 15, 2008 |
|                     |              |                 |  |  |  |  |  |  |

 

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**SCHEDULE I**

 

| **Name of Participant** | ** ** | **Designated Percentage** |
|-----------------------------------|------------|--------------------------------|
| ** **                        | ** ** | ** **                     |
| Kevin T. Bottomley                |       | 75%                            |

 

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**SCHEDULE****I**

 

| **Name of Participant** | ** ** | **Designated Percentage** |
|-----------------------------------|------------|--------------------------------|
|                              |       |                           |
| James McCarthy                    |       | 65%                            |

 

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**SCHEDULE****I**

 

| **Name of Participant** | ** ** | **Designated Percentage** |
|-----------------------------------|------------|--------------------------------|
|                              |       |                           |
| John J. O’Neil               |       | 65%                            |

 

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**SCHEDULE****I**

 

| **Name of Participant** | ** ** | **Designated Percentage** |
|-----------------------------------|------------|--------------------------------|
|                              |       |                           |
| L. Mark Panella                   |       | 60%                            |

 

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** **

**PAYMENTELECTION FORM**

 

I.                                        Pursuantto Article IV of the Danversbank Supplemental Executive Retirement Plan(the “SERP”), the undersigned elects the following optional form of benefitwhich will be actuarially equivalent to the 15 annual payments provided by theSERP:

 

o            Lump Sum

 

II.                                    Iunderstand that if this election is revised after December 31, 2008, Iwill be subject to restrictions set forth in Article IV of the SERP,including a delayed benefit commencement date of at least five years.

 

Executed this                          day of                            ,200  .

 

 
|   |   |   |
|--------|--------|--------|

 

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