SEACOAST FINANCIAL SERVICES CORPORATION ESOP RESTORATION PLAN



 EXHIBIT 10(k) 
  
 Approved by Board of Directors December 4, 2003 
  
  
  
  
  
 SEACOAST FINANCIAL SERVICES CORPORATION

  
  
  
  
  
 ESOP RESTORATION PLAN 







 TABLE OF CONTENTS 
  

		
	ARTICLE I ~ Definitions	  	1
		
	ARTICLE II ~ Participation	  	3
		
	ARTICLE III ~ Benefits to Participants	  	3
		
	ARTICLE IV ~ Death Benefits	  	5
		
	ARTICLE V ~ Trust Fund	  	5
		
	ARTICLE VI ~ Administration	  	6
		
	ARTICLE VII ~ Amendment and Termination	  	7

  

 -i- 








 Seacoast Financial Services Corporation 
 ESOP Restoration Plan 
  
 ARTICLE I 
 Definitions

  
 Wherever appropriate to the purposes of the Plan, capitalized terms shall
have the meanings assigned to them under the ESOP; provided, however, that the following special definitions shall apply for purposes of the Plan, unless a different meaning is clearly indicated by the context: 
  
 Section 1.1 Affiliated Employer means the Bank; any corporation which is a member of a
controlled group of corporations (as defined in section 414(b) of the Code) that includes the Bank; any trade or business (whether or not incorporated) that is under common control (as defined in section 414(c) of the Code) with the Bank; any
organization (whether or not incorporated) that is a member of an affiliated service group (as defined in section 414(m) of the Code) that includes the Bank; any leasing organization (as defined in section 414(n) of the Code) to the extent that any
of its employees are required pursuant to section 414(n) of the Code to be treated as employees of the Bank; and any other entity that is required to be aggregated with the Bank pursuant to regulations under section 414(o) of the Code. 

 
 Section 1.2 Applicable Limitation means any of the following: (a) the limitation on
annual compensation that may be recognized under a tax-qualified plan for benefit computation purposes pursuant to section 401(a)(17) of the Code; (b) the maximum limitation on annual benefits payable by a tax- qualified defined benefit plan
pursuant to section 415(b) of the Code; (c) the maximum limitation on annual additions to a tax-qualified defined contribution plan pursuant to section 415(c) of the Code; (d) the maximum limitation on aggregate annual benefits and annual additions
under a combination of tax- qualified defined benefit and defined contribution plans maintained by a single employer pursuant to section 415(e) of the Code; (e) the maximum limitation on annual elective deferrals to a qualified cash or deferred
arrangement pursuant to section 402(g) of the Code; (f) the annual limitation on elective deferrals under a qualified cash or deferred arrangement by highly compensated employees pursuant to section 401(k) of the Code; and (g) the annual limitation
on voluntary employee contributions by, and employer matching contributions for, highly compensated employees pursuant to section 401(m) of the Code. 
  
 Section 1.3 Bank means Compass Bank For Savings and any successor thereto. 
  

Section 1.4 Beneficiary means any person, other than a Member or Former Member, who is determined to be entitled to benefits under the terms of the Plan.

  
 Section 1.5 Board means the Board of Directors of the Company.

  
 Section 1.6 Code means the Internal Revenue Code of 1986 (including the
corresponding provisions of any prior law or succeeding law), as amended from time to time. 
  

 -1- 








 Section 1.7 Committee means the Compensation Committee of the Board of Directors of the Company, or such other
person, committee or other entity as shall be designated by or on behalf of the Board to perform the duties set forth in Article VI. 
  
 Section 1.8 Company means Seacoast Financial Services Corporation or any successor thereto. 
  
 Section 1.9 Effective Date means January 1, 2003. 
  
 Section 1.10 Eligible Employee means an Employee who is eligible for participation in the Plan in accordance with the provisions of
Article II. 
  
 Section 1.11 Employee means any person, including an
officer, who is employed by any Affiliated Employer. 
  
 Section 1.12 Employer
Contributions means contributions by any Participating Employer to the ESOP. 
  
 Section 1.13 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time (including the corresponding provisions of any succeeding law). 
  
 Section 1.14 ESOP means Compass Bank For Savings Employee Stock Ownership Plan, as amended from time to time. 
  
 Section 1.15 Exchange Act means the Securities Exchange Act of 1934, as amended from
time to time (including the corresponding provisions of any succeeding law). 
  
 Section 1.16 Fair Market Value of a Share means, with respect to a Share on a specified date: 
  
 (a) the final quoted sales price on the date in question (or if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) as reported in the principal consolidated
reporting system with respect to securities listed or admitted to trading on the principal United States securities exchange on which like Shares are listed or admitted to trading; or 
  
 (b) if the Shares are not listed or admitted to trading on any such exchange, the closing bid quotation with respect to a Share on such date
on the National Association of Securities Dealers Automated Quotations System, or, if no such quotation is provided, on another similar system, selected by the Committee, then in use. 
  
 Section 1.17 Participating Employer means the Bank and any successor thereto and the Company and any successor thereto and any other
Affiliated Employer which, with the prior written approval of the Board of Directors of the Company and subject to such terms and conditions as may be imposed by the Board of Directors of the Company, shall adopt this Plan. 
  
 Section 1.18 Plan means the Seacoast Financial Services Corporation ESOP Restoration
Plan, as amended from time to time. 
  
 Section 1.19 Share means a share of
common stock, par value $.01 per share, of the Company. 
  

 -2- 








 Section 1.20 Stock Unit means a right to receive a payment under the Plan in an amount equal, on the date as of
which such payment is made, to the Fair Market Value of a Share. 
  
 Section 1.21
Termination of Service means an Employee’s separation from service with all Affiliated Employers as an Employee, whether by resignation, discharge, death, disability, retirement or otherwise. 
  
 ARTICLE II 
 Participation 
  
 Section 2.1 Eligibility for Participation. 
  
 Only Eligible Employees may be or become Participants. An Employee shall become an Eligible Employee if: 
  
 (a) he holds the office of Chief Executive Officer, President or Executive Vice President of the Bank or the Company, or he has been
designated an Eligible Employee by resolution of the Board; and 
  
 (b) he is a
Participant in the ESOP and the benefits to which he is entitled thereunder are limited by one or more of the Applicable Limitations; provided, however, that no person shall be named an Eligible Employee, nor shall any person who has been an
Eligible Employee continue as an Eligible Employee, to the extent that such person’s participation, or continued participation, in the Plan would cause the Plan to fail to be considered maintained for the primary purpose of providing deferred
compensation for a select group of management or highly compensated employees for purposes of ERISA. 
  
 Section 2.2 Commencement of Participation. 
  
 An Employee shall become a Participant on the date when he first becomes an Eligible Employee, but not earlier than the Effective Date. 
  
 Section 2.3 Termination of Participation. 
  
 Participation in the Plan shall cease on the earlier of (a) the date of the Participant’s Termination of Service or (b) the date on which he or she ceases to be an
Eligible Employee. 
  
 ARTICLE III 
 Benefits to Participants 
  
 Section 3.1 Supplemental ESOP Benefits. 
  
 (a) A Participant whose benefits under the ESOP are limited by one or more of the Applicable Limitations shall be eligible for a supplemental ESOP benefit under this Plan
in an amount equal to the sum of - 
  
 (i) a number of Stock Units equal to the
excess (if any) of (A) the aggregate number of Shares (including any reallocation of Shares forfeited upon the termination of employment of others 
  

 -3- 








 participating in the ESOP) that would have been credited to the Participant’s account under the ESOP in the absence
of the Applicable Limitations over (B) the number of Shares actually credited to his account under the ESOP; plus 
  
 (ii) if and to the extent that Employer Contributions to the ESOP result in allocations to the Participant’s account of assets other than Shares, an amount equal to
the excess (if any) of (A) the aggregate amount of Employer Contributions (including any reallocation of amounts forfeited upon the termination of employment of others participating in the ESOP) that would have been credited to the
Participant’s account under the ESOP in the absence of the Applicable Limitations over (B) the aggregate amount of Employer Contributions (including any reallocation of amounts forfeited upon the termination of employment of others
participating in the ESOP) actually credited to the Participant’s account under the ESOP; adjusted for earnings and losses as provided section 3.1(b); provided, however, that if the Participant dies before the payment of such supplemental ESOP
benefit begins, no benefit shall be payable under this section 3.1 and the survivor benefit, if any, which may be payable shall be determined under section 4.1. 
  

(b) The Committee shall cause to be maintained a bookkeeping account to reflect all Shares and Employer Contributions (including any reallocation of amounts forfeited
upon the termination of employment of others participating in the ESOP) that cannot be allocated to a Participant’s account under the ESOP due to the Applicable Limitations and shall cause such bookkeeping account to be credited with such
Employer Contributions and Stock Units reflecting such Shares as of the date on which such Employer Contributions and Shares, respectively, would have been credited to the Participant’s account in the ESOP in the absence of the Applicable
Limitations. The balance credited to such bookkeeping account shall be adjusted for earnings or losses as follows: 
  
 (i) all Stock Units shall be adjusted from time to time so that the value of a Stock Unit on any date is equal to the Fair Market Value of a Share on such date, and the
number of Stock Units shall be adjusted as and when appropriate to reflect any stock dividend, stock split, reverse stock split, exchange, conversion, or other event generally affecting the number of Shares held by all holders of Shares; and

  
 (ii) (A) except as provided in section 3.1 (b)(ii)(B), the balance credited to
such bookkeeping account that does not consist of Stock Units shall be credited with interest as of the last day of each calendar quarter at the highest rate of interest credited on certificates of deposit issued by the Bank during that calendar
quarter; or 
  
 (B) if and to the extent permitted by the Committee, the balance
credited to such bookkeeping account that does not consist of Stock Units shall be adjusted as though such Employer Contributions had been contributed to a trust fund and invested, for the benefit of the Participant, in such investments at such time
or times as the Participant shall have designated in such form and manner as the Committee shall prescribe; provided, however, that to the extent that the Participant shall receive on a current basis any dividend paid with respect to Shares credited
to his account under the ESOP, the bookkeeping account established for him under this Plan shall not be adjusted to reflect such dividend and, instead, the Participant shall be paid an amount per 
  

 -4- 








 Stock Unit equal to the dividend per Share received by the Participant under the ESOP, at substantially the same time as
such dividend is paid under the ESOP. 
  
 (c) The supplemental ESOP benefit
payable to a Participant hereunder shall be paid in a single lump sum as soon as practicable following the last day of the calendar year in which the Participant’s Termination of Service occurs and shall be in an amount equal to the balance
credited to his bookkeeping account. 
  
 ARTICLE IV

 Death Benefits 
  
 Section 4.1 Supplemental ESOP Death Benefits. 
  
 If a Participant who is eligible for a supplemental ESOP benefit under section 3.1 dies before the payment of such benefit begins, a supplemental ESOP benefit shall be
payable to the Participant’s Beneficiary under this Plan in amount equal to the balance credited to the bookkeeping account established for the Participant under section 3.1(b). Such benefit shall be paid in a single lump as soon as practicable
following the death of the Participant, and the bookkeeping account established for such Participant pursuant to section 3.1(b) shall continue to be adjusted as provided therein through the last day of the last calendar month to end prior to the
date of payment. 
  
 Section 4.3 Beneficiaries. 
  
 A Participant may designate a Beneficiary or Beneficiaries to receive any survivor benefits
payable under the Plan upon his or her death. Any such designation, or change therein or revocation thereof, shall be made in writing in the form and manner prescribed by the Committee, shall be revocable until the death of the Participant, and
shall thereafter be irrevocable; provided, however, that any change or revocation shall be effective only if received by the Committee prior to the Participant’s death. If a Participant shall die without having effectively named a Beneficiary,
he or she shall be deemed to have named his estate as his sole Beneficiary. If a Participant and his designated Beneficiary shall die in circumstances which give rise to doubt as to which of them shall have been the first to die, the Participant
shall be deemed to have survived the Beneficiary. If a Participant designates more than one Beneficiary, all shall be deemed to have equal shares unless the Participant shall expressly provide otherwise. 
  
 ARTICLE V 
 Trust Fund 
  
 Section 5.1 Establishment of Trust. 
  
 The Company may establish a trust fund which may be used to accumulate funds to satisfy benefit liabilities to Participants and their Beneficiaries under the Plan;
provided, however, that the assets of such trust shall be subject to the claims of the creditors of the Company in the event that it is determined that the Company is insolvent; and provided, further, that the trust agreement shall contain such
terms, conditions and provisions as shall be necessary to cause the Company to be considered the owner of the trust fund for federal, state or local income tax 
  

 -5- 








 purposes with respect to all amounts contributed to the trust fund or any income attributable to the investments of the
trust fund. The Company shall pay all costs and expenses incurred in establishing and maintaining such trust. Any payments made to a Participant or Beneficiary from a trust established under this section 5.1 shall offset payments which would
otherwise be payable by the Company in the absence of the establishment of such trust. Any such trust will conform to the terms of the model trust prescribed by Revenue Procedure 92-64, as the same may be modified from time to time. 
  
 Section 5.2 Contributions to Trust. 
  
 If a trust is established in accordance with section 5.1, the Company shall make
contributions to such trust in such amounts and at such times as may be specified by the Committee or as may be required pursuant to the terms of the agreement governing the establishment and operation of such trust. 
  
 Section 5.3 Unfunded Character of Plan. 
  
 Notwithstanding the establishment of a trust pursuant to section 5.1, the Plan shall be
unfunded for purposes of the Code and ERISA. Any liability of the Bank, the Company or another Participating Employer to any person with respect to benefits payable under the Plan shall be based solely upon such contractual obligations, if any, as
shall be created by the Plan, and shall give rise only to a claim against the general assets of the Bank, the Company or such other Participating Employer. No such liability shall be deemed to be secured by any pledge or any other encumbrance on any
specific property of the Bank, the Company or any other Participating Employer. 
  
 ARTICLE VI 
 Administration 
  
 Section 6.1 The Committee. 
  
 Except for the functions reserved to the Company or the Board, the administration of the Plan
shall be the responsibility of the Committee. The Committee shall have the power and the duty to take all actions and to make all decisions necessary or proper to carry out the Plan. The determination of the Committee as to any question involving
the general administration and interpretation of the Plan shall be final, conclusive and binding. Any discretionary actions to be taken under the Plan by the Committee shall be uniform in their nature and applicable to all persons similarly
situated. Without limiting the generality of the foregoing, the Committee shall have the following powers: 
  
 (a) to furnish to all Participants, upon request, copies of the Plan and to require any person to furnish such information as it may request for the purpose of the proper administration of the Plan as a condition to
receiving any benefits under the Plan; 
  
 (b) to make and enforce such rules and
regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the Plan; 
  

 -6- 








 (c) to interpret the Plan, and to resolve ambiguities, inconsistencies and omissions, and the determinations of the
Committee in respect thereof shall be binding, final and conclusive upon all interested parties; 
  
 (d) to decide on questions concerning the Plan in accordance with the provisions of the Plan; 
  
 (e) to determine the amount of benefits which shall be payable to any person in accordance with the provisions of the Plan, to hear and decide claims for benefits, and to
provide a full and fair review to any Participant whose claim for benefits has been denied in whole or in part; 
  
 (f) to designate a person, who may or may not be a member of the Committee, as “plan administrator” for purposes of the ERISA; 
  
 (g) to allocate any such powers and duties to or among individuals of the Committee; and

  
 (h) the power to designate persons other than Committee members to carry out
any duty or power which would otherwise be a responsibility of the Committee or Administrator, under the terms of the Plan. 
  
 Section 6.2 Liability of Committee Members and Their Delegates. 
  
 To the extent permitted by law, the Committee and any person to whom it may delegate any duty or power in connection with administering the Plan, the Bank, the Company,
any Participating Employer, and the officers and directors thereof, shall be entitled to rely conclusively upon, and shall be fully protected in any action taken or suffered by them in good faith in the reliance upon, any actuary, counsel,
accountant, other specialist, or other person selected by the Committee, or in reliance upon any tables, valuations, certificates, opinions or reports which shall be furnished by any of them. Further, to the extent permitted by law, no member of the
Committee, nor the Bank, the Company, any Participating Employer, nor the officers or directors thereof, shall be liable for any neglect, omission or wrongdoing of any other members of the Committee, agent, officer or employee of the Bank, the
Company or any Participating Employer. Any person claiming benefits under the Plan shall look solely to the Participating Employer for redress. 
  
 Section 6.3 Plan Expenses. 
  
 All expenses incurred prior to the termination of the Plan that shall arise in connection with the administration of the Plan (including, but not limited to
administrative expenses, proper charges and disbursements, compensation and other expenses and charges of any actuary, counsel, accountant, specialist, or other person who shall be employed by the Committee in connection with the administration of
the Plan), shall be paid by the Company. 
  
 ARTICLE VII

 Amendment and Termination 
  
 Section 7.1 Amendment by the Company. 
  
 The Company reserves the right, in its sole and absolute discretion, at any time and from to time, by action of the Board, to amend the Plan in whole or in part. In no
event, however, shall any 
  

 -7- 








 such amendment adversely affect the right of any Participant, Former Participant or Beneficiary to receive any benefits
under the Plan in respect of participation for any period ending on or before the later of the date on which such amendment is adopted or the date on which it is made effective. 
  
 Section 7.2 Termination. 
  
 The Company also reserves the right, in its sole and absolute discretion, by action of the Board, to terminate the Plan. In such event, undistributed benefits
attributable to participation prior to the date of termination shall be distributed as though each Participant terminated employment with the Bank, the Company and all other Participating Employers as of the effective date of termination of the
Plan. 
  
 ARTICLE VIII 
 Miscellaneous Provisions 
  
 Section 8.1 Construction and Language. 
  
 Wherever appropriate in the Plan, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and the masculine gender may
be read as referring equally to the feminine gender or the neuter. Any reference to an Article or section shall be to an Article or section of the Plan, unless otherwise indicated. If there is any conflict between such headings and the text of the
Plan, the text shall control. 
  
 Section 8.2 Headings. 
  
 The headings of Articles and sections are included solely for convenience of reference. If
there is any conflict between such headings and the text of the Agreement, the text shall control. 
  
 Section 8.3 Non-Alienation of Benefits. 
  
 Except as may otherwise be required by law, no distribution or payment under the Plan to any Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge,
whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such distribution or payment be in any way liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to such distribution or payment. If any Participant or Beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge encumber or charge any
such distribution or payment, voluntarily or involuntarily, the Committee, in its sole discretion, may cancel such distribution or payment or may hold or cause to be held or applied such distribution or payment, or any part thereof, to or for the
benefit of such Participant or Beneficiary, in such manner as the Committee shall direct; provided, however, that no such action by the Committee shall cause the acceleration or deferral of any benefit payments from the date on which such payments
are scheduled to be made. 
  

 -8- 








 Section 8.4 Severability. 
  

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

 
 Section 8.5 Waiver. 
  
 Failure to insist upon strict compliance with any of the terms, covenants or conditions of the Plan shall not be deemed a waiver of such
term, covenant or condition. A waiver of any provision of the Plan must be made in writing, designated as a waiver, and signed by the party against whom its enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any
one or more times shall not be deemed a waiver or relinquishment of such right or power at any other time or times. 
  
 Section 8.6 Governing Law. 
  
 The Plan shall be construed, administered and enforced according to the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles
thereof, except to the extent that such laws are preempted by federal law. Any payments made pursuant to this Plan are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

  
 Section 8.7 Withholding. 
  
 Payments from this Plan shall be subject to all applicable federal, state and local income
withholding taxes. 
  
 Section 8.8 No Deposit Account. 
  
 Nothing in this Plan shall be held or construed to establish any deposit account for any
Participant or any deposit liability on the part of the Bank. Participants’ rights hereunder shall be equivalent to those of a general unsecured creditor of each Employer. 
  
 Section 8.9 Rights of Employees. 
  
 No Employee shall have any right or claim to any benefit under the Plan except in accordance with the provisions of the Plan. The establishment of the Plan shall not be
construed as conferring upon any Employee or other person any legal right to a continuation of employment or to any terms or conditions of employment, nor as limiting or qualifying the right of a Participating Employer to discharge any Employee.

  
 Section 8.10 Status of Plan Under ERISA. 
  
 The Plan is intended to be (a) to the maximum extent permitted under applicable laws, an
unfunded, non-qualified excess benefit plan as contemplated by section 3(36) of ERISA for the purpose of providing benefits in excess of the limitations imposed under section 415 of the Code, and (b) to the extent not so permitted, an unfunded,
non-qualified plan maintained primarily for the purpose of providing deferred compensation for highly compensated employees, as 
  

 -9- 








 contemplated by sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan is not intended to comply with the
requirements of section 401 (a) of the Code or to be subject to Parts 2, 3 and 4 of Title I of ERISA. The Plan shall be administered and construed so as to effectuate this intent. 
  
 Section 8.11 Successors and Assigns. 
  
 The provisions of the Plan will inure to the benefit of and be binding upon the Participants and their respective legal representatives and testate or intestate
distributes, and each Participating Company and their respective successors and assigns, including any successor by merger or consolidation or a statutory receiver or any other person or firm or corporation to which all or substantially all of the
assets and business of any Participating Company may be sold or otherwise transferred. 
  

 -10-