Exhibit 10.1


 


SCBT, N.A.


 


DEFERRED INCOME PLAN


 


AMENDED AND RESTATED


 


EFFECTIVE AS OF


 


December 1, 2010


 


(A Plan of Nonqualified Deferred Compensation)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  
	
  ARTICLE
  I

  
	
   

  
	
  INTRODUCTION

  
	
   

  
	
  1.1

  	
  Name

  	
  1

  
	
  1.2

  	
  Purpose

  	
  1

  
	
  1.3

  	
  Interpretation

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  DEFINITIONS

  
	
   

  
	
  2.1

  	
  Generally

  	
  1

  
	
  2.2

  	
  Account

  	
  2

  
	
  2.3

  	
  Annual Forms

  	
  2

  
	
  2.4

  	
  Balance

  	
  2

  
	
  2.5

  	
  Board Committee

  	
  2

  
	
  2.6

  	
  Board of Directors or Board

  	
  2

  
	
  2.7

  	
  Cause

  	
  2

  
	
  2.8

  	
  Change in Control

  	
  2

  
	
  2.9

  	
  Claimant

  	
  2

  
	
  2.10

  	
  Code or I.R.C

  	
  2

  
	
  2.11

  	
  Committee

  	
  2

  
	
  2.12

  	
  Compensation

  	
  2

  
	
  2.13

  	
  Contributions

  	
  3

  
	
  2.14

  	
  Deemed Earnings

  	
  3

  
	
  2.15

  	
  Deemed Crediting Options

  	
  3

  
	
  2.16

  	
  Deemed Crediting Option Election Form

  	
  3

  
	
  2.17

  	
  Deferral Election Form

  	
  3

  
	
  2.18

  	
  Delayed Distribution Date

  	
  3

  
	
  2.19

  	
  Designated Beneficiary

  	
  3

  
	
  2.20

  	
  Designated Beneficiary Form

  	
  3

  
	
  2.21

  	
  Disability

  	
  4

  
	
  2.22

  	
  Discretionary Contribution

  	
  4

  
	
  2.23

  	
  Distribution Election Form

  	
  4

  
	
  2.24

  	
  Effective Date

  	
  4

  
	
  2.25

  	
  Eligible Employee

  	
  4

  
	
  2.26

  	
  Employee

  	
  4

  
	
  2.27

  	
  Employer

  	
  4

  
	
  2.28

  	
  ERISA

  	
  4

  
	
  2.29

  	
  In-Service Distributions

  	
  4

  
	
  2.30

  	
  Leave of Absence

  	
  4

  
	
  2.31

  	
  Matching Contribution

  	
  5

  



 


i

















 


	
  2.32

  	
  Matching Contribution Account

  	
  5

  
	
  2.33

  	
  Original Distribution Date

  	
  5

  
	
  2.34

  	
  Participant

  	
  5

  
	
  2.35

  	
  Participant Deferral

  	
  5

  
	
  2.36

  	
  Participant Deferral Account

  	
  5

  
	
  2.37

  	
  Performance-Based Compensation

  	
  5

  
	
  2.38

  	
  Plan Year

  	
  5

  
	
  2.39

  	
  Retirement

  	
  5

  
	
  2.40

  	
  Separation from Service

  	
  6

  
	
  2.41

  	
  Specified Employee

  	
  6

  
	
  2.42

  	
  Subsequent Election

  	
  6

  
	
  2.43

  	
  Unforeseeable Emergency

  	
  6

  
	
  2.44

  	
  Valuation Date

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  ELIGIBILITY & PARTICIPATION

  
	
   

  
	
  3.1

  	
  Eligibility Requirements

  	
  6

  
	
  3.2

  	
  Participation

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  ELECTIONS, DEFERRALS &
  MATCHING CONTRIBUTIONS

  
	
   

  
	
  4.1

  	
  Participant Election to Defer Compensation.

  	
  7

  
	
  4.2

  	
  New Participants

  	
  7

  
	
  4.3

  	
  Irrevocable Elections

  	
  7

  
	
  4.4

  	
  Matching Contributions

  	
  8

  
	
  4.5

  	
  Discretionary Contributions

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  
	
  ACCOUNTS & ACCOUNT
  CREDITING

  
	
   

  
	
  5.1

  	
  Establishment of a Participant’s Account.

  	
  8

  
	
  5.2

  	
  Deemed Crediting Options

  	
  8

  
	
  5.3

  	
  Allocation of Account Among Deemed Crediting Options.

  	
  9

  
	
  5.4

  	
  Valuation and Risk of Decrease in Value

  	
  9

  
	
  5.5

  	
  Limited Function of Committee

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  
	
  VESTING

  
	
   

  
	
  6.1

  	
  Vesting of Participant Deferrals

  	
  10

  
	
  6.2

  	
  Vesting of Matching Contributions

  	
  10

  
	
  6.3

  	
  Vesting of Discretionary Contributions

  	
  10

  



 


ii

















 


	
  6.4

  	
  Forfeitures

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  
	
  DISTRIBUTIONS

  
	
   

  
	
  7.1

  	
  Distributions Generally

  	
  11

  
	
  7.2

  	
  Automatic Distributions.

  	
  11

  
	
  7.3

  	
  Elective Distributions

  	
  12

  
	
  7.4

  	
  Timing and Method of Payment for Elective Distributions.

  	
  12

  
	
  7.5

  	
  Distributions to a Specified Employee

  	
  14

  
	
  7.6

  	
  Distributions Resulting from Unforeseeable Emergency

  	
  14

  
	
  7.7

  	
  Distributions of Small Accounts

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  
	
  ADMINISTRATION & CLAIMS
  PROCEDURE

  
	
   

  
	
  8.1

  	
  Duties of the Bank

  	
  15

  
	
  8.2

  	
  The Committee

  	
  15

  
	
  8.3

  	
  Committee’s Powers and Duties to Enforce Plan

  	
  15

  
	
  8.4

  	
  Organization of the Committee

  	
  15

  
	
  8.5

  	
  Limitation of Liability.

  	
  16

  
	
  8.6

  	
  Committee Reliance on Records and Reports

  	
  16

  
	
  8.7

  	
  Costs of the Plan

  	
  16

  
	
  8.8

  	
  Claims Procedure.

  	
  17

  
	
  8.9

  	
  Litigation

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  
	
  AMENDMENT, TERMINATION &
  REORGANIZATION

  
	
   

  
	
  9.1

  	
  Amendment

  	
  17

  
	
  9.2

  	
  Amendment Required By Law

  	
  17

  
	
  9.3

  	
  Termination

  	
  17

  
	
  9.4

  	
  Consolidation/Merger

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  
	
  GENERAL
  PROVISIONS

  
	
   

  
	
  10.1

  	
  Applicable Law

  	
  18

  
	
  10.2

  	
  Benefits Not Transferable or Assignable.

  	
  18

  
	
  10.3

  	
  Not an Employment Contract

  	
  19

  
	
  10.4

  	
  Notices.

  	
  19

  
	
  10.5

  	
  Severability

  	
  19

  
	
  10.6

  	
  Participant is General Creditor with No Rights to Assets.

  	
  20

  
	
  10.7

  	
  No Trust Relationship Created

  	
  20

  



 


iii

















 


	
  10.8

  	
  Limitations on Liability of the Employer

  	
  21

  
	
  10.9

  	
  Agreement Between Employer and Participant Only

  	
  21

  
	
  10.10

  	
  Independence of Benefits

  	
  21

  
	
  10.11

  	
  Unclaimed Property

  	
  21

  
	
  10.12

  	
  Required Tax Withholding and Reporting

  	
  21

  



 


iv
















 


PREAMBLE


 


WHEREAS, SCBT, N.A. (the “Bank”) adopted the Deferred
Income Plan (the “Plan”), effective January 1, 2004 and restated the Plan
in 2005; and


 


WHEREAS, the Bank reserved the right pursuant to Section 9.2
of the Plan to amend the Plan as required by law; and


 


WHEREAS, it is it is in the best interest of the Bank to
amend and revise the Plan to enhance the provisions for the plan participants;


 


NOW, THEREFORE, the Bank hereby further amends and restates
the Plan, effective as of December 1, 2010.


 


ARTICLE I


 


INTRODUCTION


 


1.1          Name.  The name of the Plan is the SCBT, N.A.
Deferred Income Plan.


 


1.2          Purpose.  The purpose of the Plan is to offer
Participants the opportunity to voluntarily defer current Compensation for
retirement income and other significant future financial needs for themselves,
their families and other dependents, and to provide the Employer, if
appropriate, a vehicle to address limitations on its contributions under any
tax-qualified defined contribution plan. 
The Plan is intended to be a nonqualified “top-hat” plan; that is, an
unfunded plan of deferred compensation maintained for a select group of
management or highly compensated employees pursuant to Sections 201(2),
301(a)(3), and 401(a)(l) of ERISA, and an unfunded plan of deferred
compensation under the Code.


 


1.3          Interpretation.  Throughout the Plan, certain words and
phrases have meanings, which are specifically defined for purposes of the
Plan.  These words and phrases can be
identified in that the first letter of the word or words in the phrase is
capitalized.  The definitions of these
words and phrases are set forth in Article II  and
elsewhere in the Plan document.  Wherever
appropriate, pronouns of any gender shall be deemed synonymous, as shall
singular and plural pronouns.  Headings
of Articles and Sections are for convenience or reference only, and are not to
be considered in the construction or interpretation of the Plan.  The Plan shall be interpreted and
administered to give effect to its purpose in Section 1.2 and to qualify
as a nonqualified, unfunded plan of deferred compensation.  The Plan is intended to comply in form and
operation with the requirements of Section 409A of the Code and shall be
construed and administered accordingly at all times.


 


ARTICLE II


 


DEFINITIONS


 


2.1          Generally.  Certain words and phrases are defined when
first used in later paragraphs of the Plan.  
Unless the context clearly indicates otherwise, the following words and
phrases when used in the Plan shall have the following respective meanings:


 

















 


2.2          Account.  “Account” shall mean the interest of a
Participant in the Plan as represented by the bookkeeping entries kept by the
Employer for each Participant.  Each
Participant’s interest may be divided into one or more separate accounts or
sub-accounts, including the Participant Deferral Account and the Matching
Contribution Account, which reflect not only the Contributions into the Plan,
but also gains and losses, and income and expenses allocated thereto, as well
as distributions or any other withdrawals. 
The value of these accounts or sub-accounts shall be determined as of
the Valuation Date.  The existence of an
account or bookkeeping entries for a Participant (or his Designated
Beneficiary) does not create, suggest or imply that a Participant, Designated
Beneficiary, or other person claiming through them under the Plan, has a
beneficial interest in any asset of the Employer.


 


2.3          Annual
Forms.  “Annual
Forms” shall mean the Deferral Election Form and Distribution Election
Form.


 


2.4          Balance.  “Balance” shall mean the total of
Contributions and Deemed Earnings credited to a Participant’s Account under Article V,
as adjusted for distributions or other withdrawals in accordance with the terms
of the Plan and the standard bookkeeping rules established by the
Employer.


 


2.5          Board
Committee.  “Board
Committee” shall mean the compensation committee of the Employer’s Board of
Directors, or such other Committee of the Board as may be delegated with the
duty of determining Participant eligibility under the Plan.


 


2.6          Board
of Directors or Board.  “Board
of Directors” or “Board” shall mean the Board of Directors of the Bank.


 


2.7          Cause.  “Cause” means termination of employment for
gross misconduct or gross negligence such as acts or omissions constituting dishonesty,
intentional breach of fiduciary obligation or intentional wrongdoing, in each
case resulting in substantial harm to the business or property, or conviction
of a criminal violation involving fraud or dishonesty.


 


2.8          Change
in Control.  “Change in
Control” shall mean a change in the ownership or effective control of the
Employer, or in the ownership of a substantial portion of the assets of the
Employer, as provided in the Treasury Regulations issued pursuant to Section 409A
of the I.R.C.


 


2.9          Claimant.  “Claimant” shall mean a Participant,
Designated Beneficiary or any person who believes that he is being denied a
benefit to which he is entitled under the Plan.


 


2.10        Code
or I.R.C.  “Code” or “I.R.C.”
shall mean the Internal Revenue Code of 1986 as amended, and the Treasury
Regulations thereto, as amended from time to time.


 


2.11        Committee.  “Committee” shall mean the person or persons
described in Article VIII  who are
charged with the day-to-day administration and operation of the Plan.


 


2.12        Compensation.  “Compensation” shall mean the base or regular
cash salary payable to an Employee by the Employer, as well as incentives or
bonuses payable to an Employee by the Employer, commissions payable to an
Employee by the Employer, including 


 


2

















 


any such amounts which are not includible in the
Participant’s gross income under Sections 125, 401(k), 402(h) or 403(b) of
the I.R.C.


 


2.13        Contributions.  “Contributions” shall mean the total of
Participant Deferrals and Matching Contributions pursuant to Article IV.


 


2.14        Deemed
Earnings.  “Deemed
Earnings” shall mean the gains and losses (realized and unrealized), and income
and expenses credited or debited to Contributions based upon the Deemed
Crediting Options in a Participant’s Account as of any Valuation Date.


 


2.15        Deemed
Crediting Options.  “Deemed
Crediting Options” shall mean the options made available to Plan Participants
by the Employer for the purposes of determining the proper crediting of gains and
losses, and income and expenses to each Participant’s Account, subject to
procedures and requirements established by the Committee.  A Participant may reallocate his Account
among such Deemed Crediting Options periodically at such frequency and upon such
terms as the Committee may determine from time to time.


 


2.16        Deemed
Crediting Option Election Form.  “Deemed Crediting Option Election Form” shall
mean the written agreement of a Participant in which the Deemed Crediting
Option(s) is elected.  The Deemed
Crediting Option Election Form shall be in such form or forms as may be
prescribed by the Committee, and shall be filed with the Employer according to
procedures and at such times as established by the Committee.


 


2.17        Deferral
Election Form.  “Deferral Election
Form” shall mean the written agreement of a Participant.  The Deferral Election Form shall be in
such form or forms as may be prescribed by the Committee, filed annually with
the Employer, according to procedures and at such times as established by the
Committee.  Among other information the
Committee may require of the Participant for proper administration of the Plan,
such agreement shall establish the Participant’s election to defer Compensation
for a Plan Year under the Plan and the amount of the deferral into the Plan for
the Plan Year.


 


2.18        Delayed
Distribution Date.  “Delayed
Distribution Date” shall mean six months and one day following the distribution
date otherwise specified under the Plan and set out in the Distribution
Election Form, which is the Original Distribution Date.


 


2.19        Designated
Beneficiary.  “Designated
Beneficiary” or “Beneficiary” shall mean the person, persons or trust
specifically named to be a direct or contingent recipient of all or a portion
of a Participant’s benefits under the Plan in the event of the Participant’s
death prior to the distribution of his full Account Balance.  Such designation of a recipient or recipients
may be made and amended, at the Participant’s discretion, on the Designated
Beneficiary Form and according to procedures established by the
Committee.  No beneficiary designation or
change of Beneficiary shall become effective until received and acknowledged by
the Employer.  In the event a Participant
does not have a beneficiary properly designated, or if the Employer cannot
after reasonable effort locate the Designated Beneficiary, the beneficiary
under the Plan shall be the Participant’s estate.


 


2.20        Designated
Beneficiary Form.  “Designated
Beneficiary Form” shall mean the written agreement of a Participant in which
the Participant elects the Designated Beneficiary.


 


3

















 


The Designated Beneficiary Form shall be in
such form or forms as may be prescribed by the Committee, and filed with the
Employer, according to procedures and at such times as established by the
Committee.


 


2.21        Disability.  “Disability” shall mean that a Participant (i) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve months, or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve months,
receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the Participant’s
Employer, or as otherwise defined by the Treasury Regulations issued pursuant
to Section 409A of the I.R.C.


 


2.22        Discretionary
Contribution.  “Discretionary
Contribution” shall mean an amount credited to a Participant’s Account in
accordance with Section 4.5.


 


2.23        Distribution
Election Form.  “Distribution
Election Form” shall mean the written agreement of a Participant in which the
Participant elects the manner in which distributions will be made from the
Account.  The Distribution Election Form shall
be in such form or forms as may be prescribed by the Committee, filed annually
with the Employer, according to procedures and at such times as established by
the Committee.


 


2.24        Effective
Date.  “Effective
Date” of this amended and restated Plan shall mean December 1, 2010.


 


2.25        Eligible
Employee.  “Eligible
Employee” shall mean a person who is: 
(1) an Employee of the Employer; (2) subject to United States
income tax laws; (3) a member of a select group of management or a highly
compensated employee of the Employer; and who is specified by the Committee.


 


2.26        Employee.  “Employee” shall mean a full time common law
employee of the Employer.


 


2.27        Employer.  “Employer” shall mean SCBT, N.A. and any
corporate successors and assigns, and its divisions, subsidiaries, and other entities
that would be treated as part of the controlled group of organizations or under
common control as those terms are defined for purposes of IRC Sec.
414(b&c), unless otherwise provided herein.


 


2.28        ERISA.  “ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time.


 


2.29        In-Service
Distributions.  “In-Service
Distributions” shall mean a distribution to a Participant prior to Separation
from Service.


 


2.30        Leave
of Absence.  “Leave of
Absence” shall mean a period of time during which time a Participant shall not
be an active Employee of the Employer, but the employment relationship is
treated as continuing intact while the individual is on military leave, sick
leave, or 


 


4

















 


other bona fide leave of absence if the period of
such leave does not exceed six months, or if longer, so long as the individual
retains a right to re-employment with the service recipient under an applicable
statute or by contract.  If the period of
leave exceeds six months and the individual does not retain a right to
re-employment under an applicable statute or by contract, the employment
relationship is deemed to terminate on the first date immediately following
such six month period.  A leave of
absence constitutes a bona fide leave of absence only if there is a reasonable
expectation that the Employee will return to perform services for the Employer.


 


2.31        Matching
Contribution.  “Matching
Contribution” shall mean an amount credited to a Participant’s Account in
accordance with Section 4.4.


 


2.32        Matching
Contribution Account.  “Matching
Contribution Account” shall mean that portion of a Participant’s Account
established to record Matching Contributions on behalf of a Participant.


 


2.33        Original
Distribution Date.  “Original
Distribution Date” shall mean the date of distribution as provided for under
the Plan and as set out in a Distribution Election Form.


 


2.34        Participant.  “Participant” shall mean an Eligible Employee
who participates in the Plan under Article III; a former Eligible Employee
who has participated in the Plan and continues to be entitled to a benefit (in
the form of an undistributed Account Balance) under the Plan, and any former
Eligible Employee who has participated in the Plan under Article III  and has not yet exceeded any Leave of Absence.


 


2.35        Participant
Deferral.  “Participant
Deferral” shall mean voluntary Participant deferral amounts, which could have
been received currently but for the election to defer and are credited to an
Account for later distribution, subject to the terms of the Plan.


 


2.36        Participant
Deferral Account.  “Participant
Deferral Account” shall mean that portion of a Participant’s Account
established to record Participant Deferrals on behalf of a Participant.


 


2.37        Performance-Based
Compensation.  “Performance-based
compensation” shall mean compensation that is (i) variable and contingent
on the satisfaction of pre-established organizational or individual performance
criteria; (ii) not readily ascertainable at the time; and (iii) based
on services performed over a period of at least twelve months, or as otherwise
defined by Treasury Regulations issued pursuant to Section 409A of the
I.R.C.


 


2.38        Plan
Year.  “Plan Year”
shall mean the twelve (12) consecutive month period constituting a calendar
year, beginning on January 1 and ending on December 31.  However, in any partial year of the Plan that
does not begin on January 1, “Plan Year” shall also mean the remaining
partial year ending on December 31.  If the Plan is terminated, such Plan Year
shall begin on January 1 and end on the date of termination.


 


2.39        Retirement.  “Retirement” shall mean a Participant’s
actual Separation from Service from the Employer having attained age sixty-five
(65).


 


5

















 


2.40        Separation
from Service.  “Separation
from Service” shall mean a Participant’s separation from service as an
Employee, other than for death or Disability. A transfer of employment within
and among the Employer and any member of a controlled group, as provided in
Section 409A (d)(6) of the I.R.C., shall not be deemed a Separation
from Service.


 


2.41        Specified
Employee.  “Specified
Employee” shall mean any Participant who is a key employee (as defined in Section 416(i) of
the I.R.C., without regard to section 416(i)(5) of the I.R.C.).  The identification date for determining a “Specified
Employee” shall be December 31 annually.


 


2.42        Subsequent
Election.  Subsequent
Election is an election as defined in Section 7.4(e).


 


2.43        Unforeseeable
Emergency.  “Unforeseeable
Emergency” shall mean a severe financial hardship to the Participant resulting
from an illness or accident of the Participant, the Participant’s spouse, or a
dependent (as defined in Section 152 of the I.R.C., without regard to
Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Participant, loss of
the Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.  Unforeseeable Emergency
is limited to those types of situations contemplated by the Treasury
Regulations issued pursuant to Section 409A of the I.R.C.


 


2.44        Valuation
Date.  “Valuation
Date” shall mean such date or dates, but not less than once per year as of the
last day of the Plan Year, as established and amended from time to time by
guidelines and procedures of the Committee in its sole and exclusive
discretion.


 


ARTICLE III


 


ELIGIBILITY &
PARTICIPATION


 


3.1          Eligibility
Requirements.  Only an
Eligible Employee may become a Participant in the Plan and be eligible to make
Participant Deferrals and to receive Matching Contributions, if any, and
Employer Contributions, if any.  The
Committee shall notify an Eligible Employee of his eligibility for a Plan Year
in such form as it may determine most appropriate.  Unless so notified each year for the
succeeding year, a Participant shall not remain eligible.


 


3.2          Participation.  An Eligible Employee shall become a
Participant commencing as of the beginning of the next Plan Year upon meeting
the following criteria:


 


1)            Becoming an Eligible
Employee and receiving notice of such status as provided in Sec. 3.1.


 


2)            Completing the Annual Forms
and timely filing such forms with, and subsequent acceptance by, the Employer,,
according to the terms and conditions established by the Committee.


 


6

















 


ARTICLE IV


 


ELECTIONS, DEFERRALS &
MATCHING CONTRIBUTIONS


 


4.1          Participant
Election to Defer Compensation.


 


(a)           If a
Participant has not recently become eligible to Participate in the Plan, prior
to December 31 or an earlier date set by the Committee, a Participant may
elect to defer Compensation for services to be performed in the next following
Plan Year by the execution and timely filing, and Employer’s acceptance of, the
Annual Forms, according to such procedures as the Committee may prescribe from
time to time.  If a Participant has
recently become eligible to participate in the Plan, Section 4.2 addresses
the time for filing and effective time of the Annual Forms.  Each such Annual Form shall be effective
for the Plan Year to which the form pertains. 
To cover a situation in which the Participant dies while he is a
Participant in the Plan, a Participant should file a Designated Beneficiary Form as
soon as possible.


 


(b)           Each
Participant may elect annually to have his Compensation for the upcoming Plan
Year reduced by a whole percentage that is not less than five percent (5%), and
up to eighty percent (80%), or by a specific dollar amount (in all cases,
subject to a minimum value established by the Committee) by timely filing, and
the acceptance by the Employer of, his Annual Forms detailing such
deferral.  The amount of this Participant
Deferral shall be deferred into the Plan and credited to the Participant’s
Account as provided in Article V.


 


(c)           An election to
defer Performance-Based Compensation may be made at such time and in such
manner as the Committee may specify, but in any event the Annual Forms must be
filed on or before the date that is six months before the end of the applicable
performance period and in accordance with the applicable provisions of Section 409A
of the I.RC.


 


(d)           Under the
Annual Forms, a Participant shall indicate the amount of such Participant
Deferral and designate and allocate such Participant Deferral in or among the
elective distribution Account option(s).


 


(e)           Pursuant to
transition rules provided by Treasury regulations issued pursuant to Section 409A
of the I.R.C., prior to December 31, 2008, or such earlier date as the
Committee may determine, a Participant may elect to change a prior election as
to time or form of payment by filing “transition” Distribution Election Forms
with the Committee.


 


4.2          New
Participants.  The initial
Annual Forms of a new Participant shall be filed with the Employer on a date
established by the Committee, but in any event not later than 30 days following
the date the Participant becomes eligible to participate in the Plan and such
elections within the Annual Forms only apply and are effective with respect to
services to be performed subsequent to the elections.  Such first Annual Forms shall be applicable
to a Participant’s Compensation beginning with the first payroll in the month
after such Form is filed and accepted by the Employer.


 


4.3          Irrevocable
Elections.  An election
in a Deferral Election Form, once made by a Participant, shall be
irrevocable.  The Committee, however,
shall cancel Participant Deferrals 


 


7

















 


upon granting a Participant’s request for a
distribution based upon an Unforeseeable Emergency, or as required by Treasury
Regulation Section 1.401(k)-1(d)(3).


 


4.4          Matching
Contributions.  The
Employer may, but shall not be required to, provide a deemed match, in such
amounts as it may determine from time to time, for Participant Deferrals.  Such Matching Contributions, if any, shall be
credited to the Matching Contribution Account of the Participant’s Account and
shall be subject to the vesting requirements set forth in Section 6.2.


 


4.5          Discretionary
Contributions.  The Employer
may, but shall not be required to, provide an employer discretionary
contribution, in such amounts as it may determine from time to time, for any
Participant or all Participants.  The
amount of the contribution is completely discretionary and the Employer may
treat different Participants differently, i.e. the Employer is not under any
duty to provide the same amount of contribution, if any, to any Participant.
Such Discretionary Contributions, if any, shall be credited to the
Discretionary Contribution Account of the Participant’s Account and shall be
subject to the vesting requirements set forth in Section 6.3.


 


ARTICLE V


 


ACCOUNTS & ACCOUNT
CREDITING


 


5.1          Establishment
of a Participant’s Account.


 


(a)           Bookkeeping
Account.  The Committee shall cause a
deemed bookkeeping Account and appropriate sub-accounts, based upon the
elective distribution option(s) to be established and maintained in the
name of each Participant, according to his Annual Forms for the Plan Year.  This Account shall reflect the amount of
Participant Deferrals, Matching Contributions (if any), Discretionary
Contributions (if any), and Deemed Earnings credited on behalf of each
Participant under the Plan.


 


(b)           Bookkeeping
Activity.  Participant
Deferrals shall be credited to a Participant’s Account on the date the
Committee designates. Matching Contributions and Discretionary Contributions
shall be credited to a Participant’s Account on the date the Committee designates.
Deemed Earnings shall be credited or debited to each Participant’s Account, as
well as any distributions, and other withdrawals under the Plan, as of the
Valuation Date.


 


5.2          Deemed
Crediting Options.  The
Committee shall designate Deemed Crediting Options, among which a Participant
may allocate amounts credited to his Account, which are subject to Participant
direction under the Plan.  The Committee
reserves the right, in its sole and exclusive discretion, to substitute,
eliminate and otherwise change the designated Deemed Crediting Options, as well
as the right to establish rules and procedures for the selection and
offering of these Deemed Crediting Options.


 


8

















 


5.3          Allocation
of Account Among Deemed Crediting Options.


 


(a)           Each
Participant shall elect the manner in which his Account is divided among the
Deemed Crediting Options by giving allocation instructions in a Deemed
Crediting Option Election Form supplied by and filed with the Committee; or
by such other procedure, including electronic communications, as the Committee
may prescribe.  A Participant’s election
shall specify the percentage of his Account (in 1% increments) to be deemed to
be invested in any Deemed Crediting Option. 
Such election shall remain in effect until a revised Deemed Crediting
Option Election Form is filed with the Committee, then when the new
election is filed the original Deemed Crediting Option Election Form is
revoked and the revised Deemed Crediting Option Election Form is
effective.


 


(b)           Amounts
credited to a Participant’s Account shall be deemed to be invested in
accordance with the most recent effective Deemed Crediting Option Election
Form.  As of the effective date of any
new Deemed Crediting Option Election Form, all or a portion of the Participant’s
Account shall be reallocated among the designated Deemed Crediting Options and
according to the percentages specified in the new instructions, until and
unless subsequent instructions shall be filed and become effective.  If the Committee receives a Deemed Crediting
Option Election Form, which is unclear, incomplete or improper, the Deemed
Crediting Option Election Form then in effect shall remain in effect until
the subsequent instruction is clarified, completed or otherwise made acceptable
to the Committee.  If a Participant fails
to elect a Deemed Crediting Option or Options, the Participant’s Account shall
be automatically allocated into the lowest risk Deemed Crediting Option, as
determined by the Committee, in its sole discretion.


 


5.4          Valuation
and Risk of Decrease in Value.  The Participant’s Account will be valued on
the Valuation Date at fair market value. 
On such date, Deemed Earnings will be allocated to each Participant’s
Account.  Each Participant and Designated
Beneficiary assumes the risk in connection with any decrease in the fair market
value of his Account.


 


5.5          Limited
Function of Committee.  By
deferring compensation pursuant to the Plan, each Participant hereby agrees
that the Employer and Committee are in no way responsible for or guarantor of
the investment results of the Participant’s Account.  The Committee shall have no duty to review,
or to advise the Participant on the investment of the Participant’s Account;
and in fact, shall not review or advise the Participant thereon.  Furthermore, except when a Participant fails
to designate a Deemed Crediting Option, the Committee shall have no power to
direct the investment of the Participant’s Account other than promptly to carry
out the Participant’s deemed investment instructions when properly completed
and transmitted to the Committee and accepted according to its rules and
procedures.


 


9

















 


ARTICLE VI


 


VESTING


 


6.1          Vesting
of Participant Deferrals.  A Participant shall be fully vested at all
times in Participant Deferrals, as well as Deemed Earnings upon Participant
Deferrals, credited to his Participant Deferral Account.


 


6.2          Vesting
of Matching Contributions.  A Participant shall vest in Matching Contributions,
as well as Deemed Earnings upon Matching Contributions, credited to his
Matching Contribution Account in accordance with the schedule established by
the Board Committee with respect to the Matching Contribution Account.  The Board Committee may establish, in its
sole discretion, any vesting formula or schedule for any Matching Contribution
that the Board Committee credits to the Participant’s Account and any such
vesting formula or schedule may be different and separate for each Matching
Contribution credited to the Participant. 
The Board Committee is under no duty or obligation to establish or
specify the same vesting formula or schedule for all Participants, or to
establish or specify the same vesting formula or schedule from year to year
with respect to any Matching Contribution made in any Plan Year for any
Participant.  A vesting formula or
schedule that has been specified by the Board Committee with respect to an
identified Matching Contribution made in a specific Plan Year of a Participant
can not be changed.


 


Notwithstanding the above, but subject to Sec. 6.4(c & d), a
Participant shall become fully vested in his Matching Contribution Account upon
death, Disability, Retirement or a Change in Control.  Upon Separation from Service not due to
Retirement, a Participant shall be entitled to the vested portion of his
Matching Contribution Account, and any non-vested portion shall be forfeited.


 


6.3          Vesting
of Discretionary Contributions. 
A Participant shall vest in a Discretionary Contribution, as well as
Deemed Earnings upon such Discretionary Contribution, credited to his
Discretionary Contribution Account in accordance with the schedule established
by the Board Committee with respect to the Discretionary Contribution Account.  The Board Committee may establish, in its
sole discretion, any vesting formula or schedule for any Discretionary
Contribution that the Employer credits to the Participant’s Account and any
such vesting formula or schedule may be different and separate for each
Discretionary Contribution credited to the Participant.  The Board Committee is under no duty or
obligation to establish or specify the same vesting formula or schedule for all
Participants, or to establish or specify the same vesting formula or schedule
from year to year with respect to any Discretionary Contribution made in any
Plan Year for any Participant.  A vesting
formula or schedule that has been specified by the Board Committee with respect
to an identified Discretionary Contribution made in a specific Plan Year of a
Participant can not be changed.


 


Notwithstanding
the above, but subject to Sec. 6.4(c & d), a Participant shall become
fully vested in his Discretionary Contribution Account upon death, Disability,
Retirement or a Change in Control.  Upon
Separation from Service not due to Retirement, a Participant shall be entitled
to the vested portion of his Discretionary Contribution Account, and any
non-vested portion shall be forfeited.


 


10
















 


6.4.         Forfeitures.


 


(a)           The vested
amount of the Eligible Employee’s Book Account shall be determined at the
Participant’s termination of employment; however, subject to the forfeiture
provisions of this Section 6.4.


 


(b)           A Participant,
his or her beneficiaries, successors and heirs, shall forfeit the portion of
the Participant’s Account which is not Vested upon voluntary termination of the
Participant’s Employment.


 


(c)           The Employer
reserves the right to “clawback” any distributions of Matching Contributions
and/or Discretionary Contributions that were made to the Participant’s Account
based on materially incorrect earnings that have been subsequently adjusted or
corrected based on facts that became known or revealed in a subsequent period
and to take any actions that it might legally take with respect to any Account
value yet to be distributed.


 


ARTICLE VII


 


DISTRIBUTIONS


 


7.1          Distributions Generally.  A Participant’s Account shall be distributed
only in accordance with the provisions of this Article VII.  All distributions from Accounts under the
Plan shall be made in cash in United States currency.


 


7.2          Automatic Distributions.


 


(a)           Participant’s Death.  If the Participant dies while employed by the
Employer, his Account shall be distributed in a lump sum to his Designated
Beneficiary thirty (30) days thereafter. 
Such Account will be valued as of a Valuation Date on or around the
distribution date, as determined by the Committee.


 


(b)           Participant’s Disability.  If a Participant becomes disabled while employed
by the Employer, his Account shall be distributed in a lump sum to him thirty
(30) days thereafter.  Such Account will
be valued as of a Valuation Date on or around the distribution date, as
determined by the Committee.


 


(c)           Separation from Service.  Except as provided in Section 7.5, if a
Participant incurs a Separation from Service prior to Retirement, his vested
Account shall be distributed in a lump sum to him thirty (30) days thereafter.
Such Account will be valued as of a Valuation Date on or around the
distribution date, as determined by the Committee.


 


(d)           Change in Control
Distribution.  Subject to
Plan Section 7.4(f), upon the occurrence of a Change in Control event, a
Participant’s entire Account, shall be paid to him in a lump sum thirty (30)
days thereafter.  Such Account will be
valued as of a Valuation Date on or around the distribution date, as determined
by the Committee.


 


11

















 


7.3          Elective Distributions.  A Participant shall become entitled to
receive a distribution from his Account at such time or times and by such
method of payment as elected and specified in the Participant’s applicable
annual Distribution Election Form, and/or as may be mandated by the provisions
of this Article VII, based upon
the following distribution options:


 


(a)           Retirement Distribution.  Upon a Participant’s Retirement from the
Employer, his Account shall be distributed according to the method of payment
elected in each of his Distribution Election Forms.  If the Participant dies while receiving
Retirement installment payments, his Designated Beneficiary shall continue to
receive the remaining installments.  If
subsequently the Designated Beneficiary dies, any remaining installments will
be paid to the Designated Beneficiary’s estate.


 


(b)           In-Service Distributions.  If a Participant elects in his annual
Distribution Election Form, he can receive a distribution from his Account, on
a date certain not earlier than three (3) years after the end of the
deferral Plan Year, of all of his annual deferral amount for such Plan Year,
including amounts credited or debited with respect to such amount based on the
performance of the Participant’s elected Deemed Crediting Options and other
items affecting the Account.  The election
is made on an annual basis, applies only to the Participant’s current Plan Year
Contributions and is irrevocable, except as provided in Paragraph (e) of Section 7.4.


 


(c)           Sub Accounts.  Due to the possibility of different elections
on the Annual Forms for each Plan Year, if the elections for a Participant
change from year to year, such change in the elections will necessitate the
Employer maintaining separate sub-accounts which will total the Participant’s
Account on any given date.


 


7.4          Timing and Method of Payment for
Elective Distributions.


 


(a)           Retirement Distribution.  Except as set forth in Section 7.5, at
the election of a Participant in the applicable annual Distribution Election
Form, a Participant may receive a Retirement distribution in a lump sum or in
payments of up to ten (10) annual installments (10 years) with the first
installment to begin ten (10) days after the first business day on or
after January 1 in the calendar year following the Participant’s date of
Retirement and to be paid thereafter ten (10) days after the first
business day on or after January 1 of each calendar year until the Account
has been fully distributed.  If a
Participant elects a lump sum distribution, his Account will be distributed 30
days after his Retirement.  Such Account
will be valued as of a Valuation Date on or around the distribution date, as
determined by the Committee.


 


(b)           In-Service Distributions.  At the election of a Participant in the
applicable Distribution Election Form, an In-Service Distribution may be
selected for payment as soon as three (3) years after the end of the
deferral Plan Year. Distribution will be in a lump-sum, occurring thirty (30)
days following the distribution date elected on the Distribution Election
Form.  Such Account will be valued as of
a Valuation Date on or around the distribution date, as determined by the
Committee.


 


(c)           Installment Payments.  In any distribution in which a Participant
has elected or will receive distribution in periodic installments, the amount
of each periodic installment shall be determined by applying a formula to the
Account in which the numerator is 


 


12

















 


the number one and the denominator is the number of
remaining installments to be paid.  For
example, if a Participant elects ten (10) annual installments for a Retirement
distribution, the first payment will be 1/l0 of the Account, the second will be
1/9, the third will be 1/8, the fourth will be 1/7 and so on until the Account
is entirely distributed.  For purposes of
the election described in Paragraph (e) of this Section, installment
payments shall be treated as a series of separate payments, as described in
Treasury regulations issued pursuant to Section 409A of the I.R.C.  The amount of each installment payment shall
be calculated as of a Valuation Date on or around the distribution date, as
determined by the Committee.


 


(d)           Failure to Designate a
Method of Payment.  In any
situation in which the Committee is unable to determine the method of payment because
of incomplete, unclear, or uncertain instructions in a Participant’s
Distribution Election Form, the Participant will be deemed to have elected a
lump sum distribution at Retirement.


 


(e)           Subsequent Elections.  A Participant who has made an In-Service
Distribution or a Retirement distribution election may make one or more
subsequent elections for a given Plan Year to postpone the distribution date or
to change the form of payment to another form permitted by the Plan.  Such Subsequent Election shall be made in
writing in such form as is acceptable to the Committee and must (i) provide
for an effective date at least twelve months following the Subsequent Election,
(ii) postpone the commencement of payment for a period of not less than
five years from the previous distribution date, and (iii) if the
Subsequent Election relates to a payment described in Treasury Regulation Section 1.409A-3(a)(4) (payment
at a specified time or pursuant to a fixed schedule), be made not less than
twelve months before the date the payment is scheduled to be paid.


 


(f)            Special One Time Change in
Control Election.  Any
Participant who is a Participant prior to December 31, 2010 may make a
special one time election no later than December 31, 2010 to postpone the
commencement date for a distribution that would otherwise be made pursuant to
Plan Sec. 7.2(d) as a consequence of a Change in Control.  This special one time election will apply to
the Participant’s total Account; however, the Participant’s Account determined
as of December 31, 2010 will be separately accounted for from the portion
that credited after December 31, 2010; but, both portions shall be
adjusted as provided in Article V. 
With respect to the Participant’s Account Balance as of December 31,
2010 this special election is a subsequent election subject to the rules of
Section 7.4(e).  Consequently, the
election will only be effective with respect to the Participant’s Account
Balance as of December 31, 
2010  if the Change in Control
occurs on or after January 1, 2012, and must provide that distribution
attributable to the pre-2011 portion of the Account will not commence prior to
the later of: (1) five (5) years and thirty (30) days after the
Change in Control and (2) the occurrence of any of the events listed at Sections
7.2(a, b & c) and 7.3(a & b). 
With respect to the pre-2011 portion of the Account, distribution to the
Participant who makes this Section 7.4(f) election will be made in
the form specified in Sections 7.2(a, b & c) and 7.3(a & b)
which is dependent on the reason for the distribution.  Any amounts credited to the Participant’s
Account after December 31, 2010 will be separately accounted for and will
not be subject to the “subsequent election” rule of 7.4(e) and hence,
any distribution upon the occurrence of any of the events listed at Sections
7.2(a, b & c) and 7.3(a & b) may be paid as specified in
those sections and commencement need not be delayed until five (5) year
and 30 day subsequent to the Change in Control.


 


13

















 


Any Eligible Employee who
becomes a Participant after December 31, 2010 may make a one time
irrevocable election to waive the right to receive a distribution pursuant to Section 7.2(d) and
any such election must be made when that Eligible Employee makes his/her
initial deferral election pursuant to Section 4.2.  The Participant’s Account credited after December 31,
2010 will be separately accounted for and adjusted as provided in Article V.  Distribution of the Participant’s Account
will commence when and be made in the form specified in Sections 7.2(a, b &
c) and 7.3(a & b).


 


If a Participant ceases to
be eligible, but does not separate from service, and then subsequently again
become eligible, an election made under this Plan Sec. 7.4(f) shall
continue to apply to any subsequent credits and adjustments to his/her
Account.  If an Employee who was a
Participant ceases to be eligible due to a separation from service, receives a
distribution of his/her Account, is subsequently rehired, and again becomes
eligible, the Eligible Employee may again make an election pursuant to this
Plan Sec. 7.4(f) with respect to his new Account.


 


7.5          Distributions to a Specified
Employee. 
Notwithstanding any other provision in the Plan to the contrary, a
distribution to a Specified Employee upon Separation from Service, including
Retirement, (and any other event required by Treasury Regulations issued
pursuant to Section 409A of the I.R.C.) shall commence on the Delayed
Distribution Date, which shall be six months and one day following the Original
Distribution Date. If the form of payment is installments, then such
installments for a period of six months beginning on the Delayed Distribution
Date shall be double what they otherwise would have been (so that at the end of
one year from the Original Distribution Date the Participant will have received
the same amount he would have received had he not been a Specified Employee.)


 


7.6          Distributions Resulting from
Unforeseeable Emergency.  A Participant may request that all or a
portion of his Account be distributed at any time prior to Separation from
Service from the Employer by submitting a written request to the Committee;
provided that the Participant has incurred an Unforeseeable Emergency, and the
distribution is necessary to alleviate such Unforeseeable Emergency.


 


Such
distribution shall be limited to an amount that does not exceed the amount
necessary to satisfy such emergency after taking into account the extent to
which such hardship is or may be relieved through reimbursement or compensation
by insurance or otherwise or by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause severe financial
hardship).  Such distribution shall be
made ten (10) days after the Employer determines that an Unforeseeable
Emergency has occurred.  The Balance not
distributed from the Participant’s Account shall remain in the Plan.


 


7.7          Distributions of Small Accounts.  If at any time the value of the Participant’s
Account is: (a) not greater than $15,000 (or such other greater or lesser
amount as may be specified as “de minimis” under Treasury Regulations issued
pursuant to Section 409A of the I.R.C.), (b) the payment accompanies
the termination in the entirety of the Participant’s Account with the Employer
and all similar arrangements the Participant has with the Employer that would
constitute a single nonqualified deferred compensation plan under Section 409A
of the I.R.C., (c) the payment is made 30 days after the Participant’s
Separation from Service; and (d) the Participant is provided no election
with respect to receipt of the lump sum payment, the 


 


14

















 


Committee, in its sole and exclusive discretion, may
make a distribution in a lump sum of the value of the entire Account.  If the value of a Participant’s Account is
zero upon the Valuation Date of any distribution, the Participant shall be
deemed to have received a distribution of such Account and his participation in
the Plan terminates.


 


ARTICLE VIII


 


ADMINISTRATION & CLAIMS
PROCEDURE


 


8.1          Duties of the Bank.  The Bank shall have overall responsibility
for the establishment, amendment, termination, administration, and operation of
the Plan.  The Bank shall discharge this
responsibility by the appointment and removal (with or without cause) of the
members of a Committee, the composition of which is described in Section 8.2
below,  to which is delegated overall
responsibility for administering, managing and operating the Plan.


 


8.2          The Committee.  The Committee shall consist of one or more
members who shall be appointed by, and may be removed by, the Bank, and one of
whom (who must be an officer of the Bank) shall be designated by the Bank as
Chairman of the Committee. In the absence of such appointment, the Bank shall
serve as the Committee.  The Committee
shall consist of officers or other Employees of the Bank, or any other persons
who shall serve at the request of the Bank. 
Any member of the Committee may resign by delivering a written
resignation to the Bank and to the Committee, and this resignation shall become
effective upon the date specified therein. 
The members of the Committee shall serve at the will of the Bank, and
the Bank may from time to time remove any Committee member with or without
cause and appoint their successors.  In
the event of a vacancy in membership, the remaining members shall constitute
the Committee with full order to act.


 


8.3          Committee’s Powers and Duties to
Enforce Plan.  The
Committee shall be the “Administrator” and “Named Fiduciary” only to the extent
required by ERISA for top-hat plans and shall have the complete control and
authority to enforce the Plan on behalf of any and all persons having or
claiming any interest in the Plan in accordance with its terms.  The Committee, in its sole and absolute
discretion, shall interpret the Plan; shall establish rules and procedures
for administration of the Plan, including procedures for providing notice of
eligibility for the Plan, the deferral and distribution elections, making
available deemed investment elections with respect to the Participant’s
Account, and the accounting rules for determining the value of a
Participant’s Account, and shall determine all questions arising in the
administration and application of the Plan. 
Any such interpretation by the Committee shall be final, conclusive and
binding on all persons.


 


8.4          Organization of the Committee.  The Committee shall act by a majority of its
members at the time in office. Committee action may be taken either by a vote
at a meeting or by written consent without a meeting.  The Committee may authorize any one or more
of its members to execute any document or documents on behalf of the Committee.  The Committee shall notify the Employer, in
writing, of such authorization and the name or names of its member or members
so designated in such cases.  The
Employer thereafter shall accept and rely on any documents executed by said
member of the Committee or members as representing action by the Committee until
the Committee shall file with the Employer a written revocation of such 


 


15

















 


designation. 
The Committee may adopt such bylaws and regulations, as it deems
desirable for the proper conduct of the Plan and change or amend these by-laws
and regulations from time to time.  With
the permission of the Bank, the Committee may employ and appropriately
compensate accountants, legal counsel, benefit specialists, actuaries, plan
administrators and record keepers and any other persons as it deems necessary
or desirable in connection with the administration and maintenance of the
Plan.  Such professionals and advisors
shall not be considered members of the Committee for any purpose.


 


8.5          Limitation of Liability.


 


(a)           No member of the Board of
Directors, the Employer and no officer or Employee of the Employer shall be
liable to any Employee, Participant, Designated Beneficiary or any other person
for any action taken or act of omission in connection with the administration
or operation of the Plan unless attributable to his own fraud or willful
misconduct.  Moreover, each Participant,
Designated Beneficiary, and any other person claiming a right to payment under
the Plan shall only be entitled to look to the Employer for payment, and shall
not have any right, claim or demand against the Committee (or any member
thereof), any director, officer or Employee of the Employer.


 


(b)           To the fullest extent
permitted by the law and subject to the Employer’s Certificate of Incorporation
and By-laws, the Employer shall indemnify the Committee, each of its members,
and the Employer’s officers and directors (and any Employee involved in
carrying out the functions of the Employer under the Plan) for part or all of
the expenses, costs, or liabilities arising out of the performance of duties
required by the terms of the Plan, except for those expenses, costs, or
liabilities arising out of an individual’s fraud, willful misconduct or gross
negligence.


 


8.6          Committee Reliance on Records and
Reports.  The
Committee shall be entitled to rely upon certificates, reports, and opinions
provided by an accountant, tax or pension advisor, actuary or legal counsel
employed by the Employer or Committee. 
The Committee shall keep a record of all its proceedings and acts, and
shall keep all such books of account, records, and other data as may be
necessary for the proper administration of the Plan.  The regularly kept records of the Committee
and the Employer shall be conclusive evidence of the service of a Participant,
Compensation, age, marital status, status as an Employee, and all other matters
contained therein and relevant to the Plan. 
The Committee, in any of its dealings with Participants hereunder, may
conclusively rely on any Annual Forms, written statement, representation, or
documents made or provided by such Participants.


 


8.7          Costs of the Plan.  All the costs and expenses for maintaining
the administration and operation of the Plan shall be borne by the Employer
unless the Employer shall give notice (that Plan Participants bear this
expense, in whole or in part) to: (a) Eligible Employees at the time they
become Participants by completion and filing of the Annual Forms; or (b) to
existing Participants during annual re-enrollment.  Such notice shall detail the administrative
expense to be assessed a Plan Participant, how that expense will be assessed
and allocated to the Participant Accounts, and any other important information
concerning the imposition of this administrative expense.  This administration charge, if any, shall
operate as a reduction to the Account of a 


 


16

















 


Participant or his designated Beneficiary, and in
the absence of specification otherwise shall reduce the Account, and be charged
annually during the month of January.


 


8.8          Claims Procedure.  The procedure for making claims under this
Plan shall be set forth on Exhibit A.


 


8.9          Litigation.  It shall only be necessary to join the
Employer as a party in any action or judicial proceeding affecting the
Plan.  No Participant or Designated
Beneficiary or any other person claiming under the Plan shall be entitled to
service of process or notice of such action or proceeding, except as may be
expressly required by law. Any final judgment in such action or proceeding
shall be binding on all Participants, Designated Beneficiaries or persons
claiming under the Plan.


 


ARTICLE IX


 


AMENDMENT, TERMINATION &
REORGANIZATION


 


9.1          Amendment.  The Bank by action of its Board of Directors
or duly authorized committee thereof, in accordance with its by-laws, reserves
the right to amend the Plan, by resolution of the Bank, to the extent permitted
under the Code and ERISA.  However, no
amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant’s (or Designated Beneficiary’s) accrued benefit
prior to the date of the amendment.


 


9.2          Amendment Required By Law.  Notwithstanding Section 9.1, the Plan
may be amended at any time, if in the opinion of the Bank, such amendment is
necessary to ensure the Plan is treated as a nonqualified plan of deferred
compensation under the Code and ERISA, or to bring it into conformance with
Treasury or SEC Regulations or requirements for such plans.  This includes the right to amend the Plan, so
that any trust, if applicable, created in conjunction with the Plan, will be
treated as a grantor trust under Sections 671 through 679 of the Code, and to
otherwise conform the Plan provisions and such trust, if applicable, to the
requirements of any applicable law.


 


9.3          Termination.  The Bank intends to continue the Plan
indefinitely.  However, the Bank by
action of its Board of Directors or a duly authorized committee thereof, in
accordance with its by-laws, reserves the right to terminate the Plan at any
time.  However, no such termination shall
deprive any participant or Designated Beneficiary of a right accrued under the
Plan prior to the date of termination.


 


9.4          Consolidation/Merger.  The Employer shall not enter into any
consolidation or merger without the guarantee and assurance of the successor or
surviving company or companies to the obligations contained under the
Plan.  Should such consolidation or
merger occur, the term “Employer” as defined and used in the Plan shall refer
to the successor or surviving company. 
Should the consolidation or merger during a Plan Year constitute a
Change in Control as defined in the Plan, a Participant or Designated
Beneficiary shall receive distribution of his Account as provided in Article VII.


 


17

















 


ARTICLE X


 


GENERAL PROVISIONS


 


10.1        Applicable Law.  Except insofar as the law has been superseded
by Federal law, South Carolina law shall govern the construction, validity and
administration of the Plan.  The parties
to the Plan intend that the Plan shall be a nonqualified unfunded plan of
deferred compensation without plan assets and any ambiguities in its
construction shall be resolved in favor of an interpretation which will effect
this intention.


 


10.2        Benefits Not Transferable or
Assignable.


 


(a)           Benefits under the Plan
shall not be subject to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge such benefits shall be void, nor
shall any such benefits be in any way liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to
them.  However, a Participant may name a
recipient for any benefits payable or which would become payable to a
Participant upon his death.  Also, if
necessary to comply with a domestic relations order as defined in Section 414(p)(1)(B) of
the Code, pursuant to which a court has determined that a spouse or former
spouse of a Participant has an interest in the Participant’s Account, the
Committee shall have the right to immediately distribute the spouse’s or former
spouse’s interest in the Participant’s Account to such spouse or former
spouse.  In addition, the following actions
shall not be treated or construed as an assignment or alienation: (a) Plan
Contribution or distribution tax withholding; (b) recovery of distribution
overpayments to a Participant or Designated Beneficiary; (c) direct
deposit of a distribution to a Participant’s or Designated Beneficiary’s
banking institution account; or (d) transfer of Participant rights from
one Plan to another Plan, if applicable.


 


(b)           The Employer may bring an
action for a declaratory judgment if a Participant’s, Designated Beneficiary’s
or any beneficiary’s benefits hereunder are attached by an order from any
court.  The Employer may seek such
declaratory judgment in any court of competent jurisdiction to:


 


(i)            determine the proper
recipient or recipients of the benefits to be paid under the Plan;


 


(ii)           protect the operation and
consequences of the Plan for the Employer and all Participants; and


 


(iii)          request any other equitable
relief the Employer in its sole and exclusive judgment may feel appropriate.


 


Benefits
which may become payable during the pendency of such an action shall, at the
sole discretion of the Employer, either be:


 


(i)            paid into the
court as they become payable or


 


18

















 


(ii)           held in the
Participant’s or Designated Beneficiary’s Account subject to the court’s final
distribution order.


 


10.3        Not an Employment Contract.  The Plan is not and shall not be deemed to
constitute a contract between the Employer and any Employee, or to be a
consideration for, or an inducement to, or a condition of, the employment of
any Employee.  Nothing contained in the
Plan shall give or be deemed to give an Employee the right to remain in the
employment of the Employer or to interfere with the right to be retained in the
employ of the Employer, any legal or equitable right against the Employer, or
to interfere with the right of the Employer to discharge any Employee at any
time.  It is expressly understood by the
parties hereto that the Plan relates to the payment of deferred compensation
for the Employee’s services, generally payable after separation from employment
with the Employer, and is not intended to be an employment contract.


 


10.4        Notices.


 


(a)           Any notices required or
permitted hereunder shall be in writing and shall be deemed to be sufficiently
given at the time when delivered personally or when mailed by certified or
registered first class mail, postage prepaid, addressed to either party hereto
as follows:


 


If
to the Employer:


 


SCBT,
N.A.


Attn: Benefits Manager


P.O. Box 1030


Columbia, SC 29202


 


If
to the Participant:


 


At his last known address, as indicated by the records of the Employer;
or to such changed address as such parties may have fixed by notice.  However, any notice of change of address
shall be effective only upon receipt.


 


(b)           Any communication, benefit
payment, statement or notice addressed to a Participant or Designated
Beneficiary at the last post office address as shown on the Employer’s records
shall be binding on the Participant or Designated Beneficiary for all purposes
of the Plan.  The Employer shall not be
obligated to search for any Participant or Designated Beneficiary beyond
sending a registered letter to such last known address.


 


10.5        Severability.  If any provision or provisions of the Plan
shall for any reason be invalid or unenforceable, the remaining provisions of
the Plan shall be carried into effect, unless the effect thereof would be to
materially alter or defeat the purposes of the Plan.  All terms of the plan and all discretion
granted hereunder shall be uniformly and consistently applied to all the
Employees, Participants and Designated Beneficiaries.


 


19

















 


10.6        Participant is General Creditor
with No Rights to Assets.


 


(a)           The payments to the
Participant or his Designated Beneficiary or any other beneficiary hereunder
shall be made from assets which shall continue, for all purposes, to be a part
of the general, unrestricted assets of the Employer, and no person shall have
any interest in any such assets by virtue of the provisions of the Plan.  The Employer’s obligation hereunder shall be
an unfunded and unsecured promise to pay money in the future.  To the extent that any person acquires a
right to receive payments from the Employer under the provisions hereof, such
right shall be no greater than the right of any unsecured general creditor of
the Employer; no such person shall have nor acquire any legal or equitable
right, or claim in or to any property or assets of the Employer.  The Employer shall not be obligated under any
circumstances to fund obligations under the Plan.


 


(b)           The Employer at its sole
discretion and exclusive option, may acquire and/or set-aside assets or funds,
in a trust or otherwise, to support its financial obligations under the Plan.  No such trust established for this purpose
shall be established in or transferred to a location that would cause it to be
deemed to be an “offshore trust” for purposes of Section 409A(b)(1) of
the I.R.C.  No such acquisition or
set-aside shall impair or derogate the Employer’s direct obligation to a
Participant or Designated Beneficiary under the Plan. However, no Participant
or Designated Beneficiary shall be entitled to receive duplicate payments of
any Accounts provided under the Plan because of the existence of such assets or
funds.


 


(c)           In the event that, in its
discretion, the Employer purchases an asset(s) or insurance policy or
policies insuring the life of the Participant to allow the Employer to recover
the cost of providing benefits, in whole or in part hereunder, neither the
Participant, Designated Beneficiary nor any other beneficiary shall have any
rights whatsoever therein in such assets or in the proceeds therefrom.  The Employer shall be the sole owner and
beneficiary of any such assets or insurance policy and shall possess and may
exercise all incidents of ownership therein. 
No such asset or policy, policies or other property shall be held in any
trust for the Participant or any other person nor as collateral security for
any obligation of the Employer hereunder. 
Nor shall any Participant’s participation in the acquisition of such
assets or policy or policies be a representation to the Participant, Designated
Beneficiary or any other beneficiary of any beneficial interest or ownership in
such assets, policy or policies.  A
Participant may be required to submit to medical examinations, supply such
information and to execute such documents as may be required by an insurance
carrier or carriers (to whom the Employer may apply from time to time) as a
precondition to participate in the Plan.


 


10.7        No Trust Relationship Created.  Nothing contained in the Plan shall be deemed
to create a trust of any kind or create any fiduciary relationship between the
Employer and the Participant, Designated Beneficiary, other beneficiaries of
the Participant, or any other person claiming though the Participant.  Funds allocated hereunder shall continue for
all purposes to be part of the general assets and funds of the Employer and no
person other than the Employer shall, by virtue of the provisions of the Plan,
have any beneficial interest in such assets and funds.  The creation of a grantor trust (so called “Rabbi
Trust”) under the Code (owned by and for the benefit of the Employer) to hold
such assets or funds for the administrative convenience of the Employer shall
not give nor be a representation to a Participant, Designated Beneficiary, or
any other person, of a property or beneficial ownership interest in such trust
assets or funds even though 


 


20

















 


the incidental advantages or benefits of the trust
to Plan Participants may be communicated to them.


 


10.8        Limitations on Liability of the
Employer.  Neither the
establishment of the Plan nor any modification hereof nor the creation of any
Account under the Plan nor the payment of any benefits under the Plan shall be
construed as giving to any Participant or any other person any legal or
equitable right against the Employer or any director, officer or Employee
thereof except as provided by law or by any Plan provision.


 


10.9        Agreement Between Employer and
Participant Only.  The Plan is
solely between the Employer and Participant. 
The Participant, Designated Beneficiary, estate or any other person
claiming through the Participant, shall only have recourse against the Employer
for enforcement of the Plan.  The Plan
shall be binding upon and inure to the benefit of the Employer and its
successors and assigns, and the Participant, successors, heirs, executors,
administrators and beneficiaries.


 


10.10      Independence of Benefits.  The benefits payable under the Plan are for
services already rendered and shall be independent of, and in addition to, any
other benefits or compensation, whether by salary, bonus, fees or otherwise, payable
to the Participant under any compensation and/or benefit arrangements or plans,
incentive cash compensations and stock plans and other retirement or welfare
benefit plans, that now exist or may hereafter exist from time to time.


 


10.11      Unclaimed Property


 


(a)           Except as may
be required by law, if the Employer gives notice to a Participant of an
entitlement to benefits under the Plan, and the Participant fails to claim such
benefit within three (3) calendar years of such notice, the Employer may
deem the benefit to be a forfeiture. However, the Employer shall pay the
benefit, unadjusted for gains or losses from the date of such forfeiture, to a
Participant who subsequently makes proper claim for the benefit.


 


(b)           The Employer
shall not be liable to any person for payment pursuant to applicable state
unclaimed property laws.


 


10.12      Required Tax Withholding and
Reporting.  The
Employer shall withhold and report Federal, state and local income and payroll
tax amounts on all Contributions to and distributions and withdrawals from a
Participant’s Account as may be required by law from time to time.


 


	
   

  	
  SCBT,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Richard
  C. Mathis

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Leslie
  Dunn 

  
	
   

  	
  Title:

  	
  HR
  Manager

  



 


21

















 


Exhibit A


 


Claims Procedure


 


Claims
and Review Procedure


 


(a)           General.  Because this Plan is established as a “top-hat
plan” within the meaning of DOL Reg. §2520.104-23, the following claims
procedure under DOL Reg. §2560.503-1 applies. For purposes of the Plan’s claims
procedure under this Plan Section 8.8, the “Administrator” has the meaning
provided in Plan Section 8.3.


 


The
Committee under this Plan Section 8.8 will provide a separate written
document to affected Participants and Beneficiaries which explains the Plan’s
claims procedure.


 


A
Participant or Beneficiary shall file with the Committee a written claim for
benefits, subject to the administrative procedures established by the
Committee.  Additionally, if any
Participant or Beneficiary believes he is being improperly denied any rights
under the Plan, such Participant or Beneficiary may file a claim in writing
with the Committee.  However, the
Committee will cause the Plan to pay only such benefits or provide such rights
to the Participant or Beneficiary as the Committee in its discretion determines
a Participant or Beneficiary is entitled to receive.


 


If
the Participant or Beneficiary disputes the Committee’s determination regarding
the Participant’s or Beneficiary’s Plan benefit, the Participant or Beneficiary
may appeal such decision under the procedures outlined in the remainder of this
Plan Section 8.8.


 


(b)           Claims Procedure.    If any such claim with respect to benefits
or rights is wholly or partially denied, the Committee shall notify such
Participant or Beneficiary of its decision in writing.  Such notification shall be written in a
manner calculated to be understood by such Participant or Beneficiary and shall
contain (i) specific reasons for the denial, (ii) specific reference
to pertinent Plan provisions, (iii) a description of any additional
material or information necessary for the Participant to perfect such claim and
an explanation of why such material or information is necessary, and (iv) information
as to the steps to be taken if the Participant wishes to submit a request for
review.  Such notification shall be given
within 90 days after the claim is received by the Committee (or within 180
days, if special circumstances require an extension of time for processing the
claim, and if written notice of such extension and circumstances is given to
such Participant or Beneficiary within the initial 90 day period).  If such notification is not given within such
period, the claim shall be considered denied as of the last day of such period
and such Participant or Beneficiary may request a review of his claim.


 


(c)           Review Procedure.  Within 60 days after the date on which a
Participant or Beneficiary receives a written notice of a denied claim (or, if
applicable, within 60 days after the date on which such denial is considered to
have occurred) such Participant (or his duly authorized representative) may (i) file
a written request with the Committee for a review of his denied claim and of
pertinent documents, and (ii) submit written issues and comments to the
Committee.  The Committee shall notify
such Participant or Beneficiary of its decision in writing.  Such notification shall be written in a
manner calculated to be understood by such Participant or


 


22

















 


Beneficiary
and shall contain specific reasons for the decision as well as specific
references to pertinent Plan provisions. 
The decision on review shall be made within 60 days after the request
for review is received by the Committee (or within 120 days, if special
circumstances require an extension of time for processing the request, such as
an election by the Committee to hold a hearing, and if written notice of such
extension and circumstances is given to such person within the initial 60-day
period).  If the decision on review is
not made within such period, the claim shall be considered denied.


 


(d)           Final Determination.  If the Committee makes a final written
determination denying a Participant’s or Beneficiary’s claim, the Participant
or Beneficiary must file any court action with respect to the denied claim
within 180 days following the date of the Committee’s final determination.


 


23