EXHIBIT
      10.7

    


     

    

      TALBOT
        BANK OF EASTON, MARYLAND

      SUPPLEMENTAL
        DEFERRED COMPENSATION
        PLAN

       

      Effective
        as of December 11, 1996

      


      



      
        
           

        

        
          
          

          
            

          

        

        
          Table
            of Contents

          
          

        

      


      THE
        TALBOT BANK OF EASTON, MARYLAND

      SUPPLEMENTAL
        DEFERRED COMPENSATION PLAN 

       

      Effective
        as of December 11, 1996

       

      TABLE
        OF CONTENTS

      


      
        
          	
                  ARTICLE
                    1

                
	
                  DEFINITIONS

                


        

         

        
          	
                  1.1

                	
                  ACCOUNT

                	
                  1

                
	
                  1.2

                	
                  BENEFICIARY

                	
                  1

                
	
                  1.3

                	
                  CODE

                	
                  1

                
	
                  1.4

                	
                  DESIGNATION
                    DATE

                	
                  1

                
	
                  1.5

                	
                  EFFECTIVE
                    DATE

                	
                  1

                
	
                  1.6

                	
                  EMPLOYER

                	
                  1

                
	
                  1.7

                	
                  EMPLOYER
                    CONTRIBUTION CREDITS

                	
                  2

                
	
                  1.8

                	
                  PARTICIPANT

                	
                  2

                
	
                  1.9

                	
                  PLAN

                	
                  2

                
	
                  1.10

                	
                  PLAN
                    YEAR

                	
                  2

                
	
                  1.11

                	
                  TRUST

                	
                  2

                
	
                  1.12

                	
                  TRUSTEE

                	
                  2

                
	
                  1.13

                	
                  VALUATION
                    DATE

                	
                  2

                


        

         

        
          
            	
                    ARTICLE
                      2

                  
	
                    ELIGIBILITY
                      AND
                      PARTICIPATION

                  


          

           

          
            
              	
                      2.1

                    	
                      REQUIREMENTS

                    	
                      2

                    


            

             

            
              
                	
                        ARTICLE
                          3

                      
	
                        CONTRIBUTIONS
                          AND
                          CREDITS

                      


              

               

              
                
                  	
                          3.1

                        	
                          EMPLOYER
                            CONTRIBUTION CREDITS

                        	
                          2

                        
	
                          3.2

                        	
                          CONTRIBUTIONS
                            TO THE TRUST

                        	
                          2

                        


                

                 

                
                  
                    	
                            ARTICLE
                              4

                          
	
                            ALLOCATION
                              OF
                              FUNDS

                          


                  

                   

                  
                    
                      	
                              4.1

                            	
                              ALLOCATION
                                OF DEEMED EARNINGS OR LOSSES ON
                                ACCOUNTS

                            	
                              3

                            
	
                              4.2

                            	
                              DEEMED
                                INVESTMENT DIRECTIONS OF
                                PARTICIPANTS

                            	
                              3

                            
	
                              4.3

                            	
                              EXPENSES

                            	
                              4

                            


                    

                     

                    
                      
                        	
                                ARTICLE
                                  5

                              
	
                                ENTITLEMENT
                                  TO
                                  BENEFITS

                              


                      

                       

                      
                        
                          	
                                  5.1

                                	
                                  TERMINATION
                                    OF EMPLOYMENT

                                	
                                  4

                                


                        

                         

                        
                          	
                                  ARTICLE
                                    6 

                                
	
                                  DISTRIBUTION
                                    OF
                                    BENEFITS

                                


                        

                         

                        
                          
                            	
                                    6.1

                                  	
                                    AMOUNT

                                  	
                                    4

                                  
	
                                    6.2

                                  	
                                    METHOD
                                      OF PAYMENT

                                  	
                                    4

                                  
	
                                    6.3

                                  	
                                    DEATH
                                      BENEFITS

                                  	
                                    4

                                  


                          

                           

                          
                            
                              	
                                      ARTICLE
                                        7

                                    
	
                                      BENEFICIARIES:
                                        PARTICIPANT DATA

                                    
	 	 	 


                            

                             

                            
                              
                                	
                                        7.1

                                      	
                                        DESIGNATION
                                          OF BENEFICIARIES

                                      	
                                        5

                                      


                              

                               

                              
                                
                                  	
                                          ARTICLE
                                            8

                                        
	
                                          AMENDMENT

                                        
	 	 	 


                                

                                 

                                
                                  
                                    	
                                            8.1

                                          	
                                            RIGHT
                                              TO AMEND

                                          	
                                            5

                                          


                                  

                                   

                                  
                                    	
                                            ARTICLE
                                              9

                                          
	
                                            TERMINATION

                                          


                                  

                                   

                                  
                                    
                                      	
                                              9.1

                                            	
                                              EMPLOYER'S
                                                RIGHT TO TERMINATE OR SUSPEND
                                                PLAN

                                            	
                                              
                                                5

                                              

                                            
	
                                              9.2

                                            	
                                              AUTOMATIC
                                                TERMINATION OF PLAN

                                            	
                                              6

                                            
	
                                              9.3

                                            	
                                              SUSPENSION
                                                OF DEFERRALS

                                            	
                                              
                                                6

                                              

                                            
	
                                              9.4

                                            	
                                              SUCCESSOR
                                                TO EMPLOYER

                                            	
                                              6

                                            


                                    

                                     

                                    
                                      
                                        	
                                                ARTICLE
                                                  10

                                              
	
                                                THE
                                                  TRUST

                                              


                                      

                                       

                                      
                                        
                                          	
                                                  10.1

                                                	
                                                  ESTABLISHMENT
                                                    OF TRUST

                                                	
                                                  6

                                                


                                        

                                         

                                        
                                          
                                            	
                                                    ARTICLE
                                                      11

                                                  
	
                                                    MISCELLANEOUS

                                                  


                                          

                                           

                                          
                                            	
                                                    11.1

                                                  	
                                                    LIMITATIONS
                                                      ON LIABILITY OF EMPLOYER

                                                  	
                                                    6

                                                  
	
                                                    11.2

                                                  	
                                                    CONSTRUCTION

                                                  	
                                                    7

                                                  
	
                                                    11.3

                                                  	
                                                    SPENDTHRIFT
                                                      PROVISION

                                                  	
                                                    7

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


       

      
        
           

        

        
          -i-

          
            

          

        

        
          Table
            of Contents

          
          

        

      


      THE
        TALBOT BANK OF EASTON, MARYLAND

      SUPPLEMENTAL
        DEFERRED COMPENSATION PLAN

       

      Effective
        as of December 11, 1996

       

      RECITALS

       

      The
        Talbot Bank of Easton, Maryland Supplemental Deferred Compensation Plan (the
        “Plan”) is adopted by The Talbot Bank of Easton, Maryland (the “Employer”) for
        its President and Chief Executive Officer. The purpose of the Plan is to
        provide
        its President and Chief Executive Officer with supplemental retirement benefits
        taxable pursuant to section 451 of the Internal Revenue Code of 1986, as
        amended
        (the “Code”). The Plan is intended to be a “top-hat” plan (i.e., an unfunded
        deferred compensation plan maintained for the Employer's President and Chief
        Executive Officer under sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
        Retirement Income Security Act of 1974 (“ERISA”). 

       

      Accordingly,
        the following Plan is adopted. 

       

      ARTICLE
        1

       

      DEFINITIONS

       

      1.1  ACCOUNT 
        means
        the
        balance credited to the Participant's or Beneficiary's Account under the
        Plan,
        including contribution credits and deemed income, gains, losses and expenses
        (as
        determined by the Employer, in its discretion) credited thereto. The
        Participant's or Beneficiary's Account shall be determined as of the date
        of
        reference. 

       

      1.2  BENEFICIARY 
        means
        any
        person or person so designated in accordance with the provisions of Article
        7.


       

      1.3  CODE 
        means the Internal Revenue Code of 1986 and the regulations thereunder, as
        amended from time to time. 

       

      1.4  DESIGNATION
        DATE 
        means the date or dates as of which a designation of deemed investment
        directions by an individual pursuant to Section 4.5, or any change in a prior
        designation of deemed investment directions by an individual pursuant to
        Section
        4.5, shall become effective. The Designation Date(s) in any Plan Year shall
        be
        designated by the Employer and shall include each January 1 during which
        the
        Plan is in effect. 

       

      1.5  EFFECTIVE
        DATE 
        means the effective date of the Plan, which shall be December 12, 1996.


       

      1.6  EMPLOYER 
        means The Talbot Bank of Easton, Maryland and its successors and assigns
        unless
        otherwise herein provided, or any other corporation or business organization
        which, with the consent of The Talbot Bank of Easton, Maryland, or its
        successors or assigns, assumes the Employer's obligations hereunder, or any
        other corporation or business organization which agrees, with the consent
        of The
        Talbot Bank of Easton, Maryland, to become a party to the Plan.

       

      
        
           

        

        
          -1-

          
            

          

        

        
          Table
            of Contents

        

      

       

      1.7  EMPLOYER
        CONTRIBUTION CREDITS 
        is
        defined in Section 3.1. 

       

      1.8  PARTICIPANT 
        means the Employer’s President and Chief Executive Officer, W. Moorhead
        Vermilye. 

       

      1.9  PLAN 
        means this The Talbot Bank Of Easton, Maryland Supplemental Deferred
        Compensation Plan, as amended from time to time. 

       

      1.10  PLAN
        YEAR 
        means the twelve (12) (or, in the case of the Plan's first Plan Year, twenty
        (20) day period ending on the December 31) of each year during which the
        Plan is
        in effect. 

       

      1.11  TRUST 
        means the Trust established pursuant to Article 11. 

       

      1.12  TRUSTEE 
        means the trustee of the Trust established pursuant to Article 11.


       

      1.13  VALUATION
        DATE 
        means the last day of each Plan Year and any other date that the Employer,
        in
        its sole discretion, designates as a Valuation Date. 

       

      ARTICLE
        2

       

      ELIGIBILITY
        AND PARTICIPATION

       

      2.1  REQUIREMENTS.
        The
        Employer's President and Chief Executive Officer shall be eligible to become
        a
        Participant on the Effective Date. 

       

      ARTICLE
        3

       

      CONTRIBUTIONS
        AND CREDITS

       

      3.1  EMPLOYER
        CONTRIBUTION CREDITS.
        There
        shall be established and maintained a separate Account in the name of the
        Participant to which there shall be credited to the Participant Account for
        each
        Plan Year the sum of Twenty Thousand Dollars ($20,000). 

       

      The
        Participant's Account shall be credited or debited, as applicable, as of
        each
        Valuation Date, with deemed earnings or losses, as applicable. The amount
        of
        deemed earnings or losses shall be as determined by the Employer. 

       

      The
        Participant shall be one hundred percent (100%) vested in amounts credited
        to
        his Account. 

       

      3.2  CONTRIBUTIONS
        TO THE TRUST.
        An
        amount shall be contributed by the Employer to the Trust maintained under
        Section 11.1 equal to the amount required to be credited to the Participant's
        Account under Section 3.1. The Employer shall make a good faith effort to
        contribute these amounts to the Trust by December 31, of each plan
        year.

       

      
        
           

        

        
          -2-

          
            

          

        

        
          Table
            of Contents

        

      

       

      ARTICLE
        4

       

      ALLOCATION
        OF FUNDS

       

      4.1  ALLOCATION
        OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS.
        Subject
        to Section 4.5, the Participant shall have the right to direct the Employer
        as
        to how amounts in his Plan Account shall be deemed to be invested. The Employer
        shall direct the Trustee to invest the account maintained in the Trust on
        behalf
        of the Participant pursuant to the deemed investment directions the Employer
        properly has received from the Participant. The value of the Participant's
        Account shall be equal to the value of the account maintained under the Trust
        on
        behalf of the Participant. As of each Valuation Date of the Trust, the
        Participant's Account will be credited or debited to reflect the Participant's
        deemed investments of the Trust. 

       

      4.2  DEEMED
        INVESTMENT DIRECTIONS OF PARTICIPANTS.
        Subject
        to such limitations as may from time to time be required by law, imposed
        by the
        Employer or the Trustee or contained elsewhere in the Plan, and subject to
        such
        operating rules and procedures as may be imposed from time to time by the
        Employer, prior to and effective for each Designation Date, the Participant
        may
        communicate to the Employer a direction as to how his Plan Account should
        be
        deemed to be invested among such categories of deemed investments as may
        be made
        available by the Employer hereunder. Such direction shall designate the
        percentage (in any whole percent multiples) of each portion of the Participant's
        Plan Accounts which is requested to be deemed to be invested in such categories
        of deemed investments, and shall be subject to the following rules:


       

      (a)  Any
        initial or subsequent deemed investment direction shall be in writing, on
        a form
        supplied by and filed with the Employer, and shall be effective as of the
        next
        Designation Date which is at least thirty (30) business days after such filing
        (or such shorter period as is provided by the Employer). 

       

      (b)  All
        amounts credited to the Participant's Account shall be deemed to be invested
        in
        accordance with the then effective deemed investment direction, and as of
        the
        effective date of any new deemed investment direction, all or a portion of
        the
        Participant's Account at that date shall be reallocated among the designated
        deemed investment funds according to the percentages specified in the new
        deemed
        investment direction unless and until a subsequent deemed investment direction
        shall be filed and become effective. An election concerning deemed investment
        choices shall continue indefinitely as provided in the Participant's most
        recent
        Participant Enrollment and Election Form, or other form specified by the
        Employer. 

       

      (c)  If
        the
        Employer receives an initial or revised deemed investment direction which
        it
        deems to be incomplete, unclear or improper, the Participant's investment
        direction then in effect shall remain in effect (or, in the case of a deficiency
        in an initial deemed investment direction, the Participant shall be deemed
        to
        have filed no deemed investment direction) until the next Designation date,
        unless the Employer provides for, and permits the application of, corrective
        action prior thereto.

       

      
        
           

        

        
          -3-

          
            

          

        

        
          Table
            of Contents

        

      

       

      (d)  If
        the
        Employer possesses (or is deemed to possess as provided in (c), above) at
        any
        time directions as to the deemed investment of less than all of a Participant’s
        Account, the Participant shall be deemed to have directed that the undesignated
        portion of the Account be deemed to be invested in a money market, fixed
        income
        or similar fund made available under the Plan as determined by the Employer
        in
        its discretion.

       

      (e)  Each
        reference in this Section to a Participant shall be deemed to include, where
        applicable, a reference to a Beneficiary.

       

      4.3  EXPENSES.
        Expenses, including Trustee fees, allocable to the administration or operation
        of an Account maintained under the Plan shall be charged against the assets
        in
        the Trust.

       

      ARTICLE
        5

       

      ENTITLEMENT
        TO BENEFITS

       

      5.1  TERMINATION
        OF EMPLOYMENT.
        The
        Participant shall receive payment of his Account at his termination of
        employment with the Employer and the Participant’s Account at the date of such
        termination shall be valued and payable at such termination according to
        the
        provisions of Article 6.

       

      ARTICLE
        6

       

      DISTRIBUTION
        OF BENEFITS

       

      6.1  AMOUNT.
        The
        Participant (or his Beneficiary) shall become entitled to receive, on or
        about
        the date of the Participant’s termination of employment with the Employer, a
        distribution in an aggregate amount equal to the Participant’s Account. Any
        payment due hereunder from the Trust which is not paid by the Trust for any
        reason will be paid by the Employer from its general assets.

       

      6.2  METHOD
        OF PAYMENT.

       

      (a)  Cash
        Payments.
        Payments under the Plan shall be made in cash.

       

      (b)  Timing
        and Manner of Payment.
        In the
        case of distributions to the Participant or his Beneficiary by virtue of
        an
        entitlement pursuant to Section 5.1, an aggregate amount equal to the
        Participant’s Account will be paid by the Trust or the Employer, as provided by
        Section 6.1, in a lump sum.

       

      6.3  DEATH
        BENEFITS.
        If the
        Participant dies before terminating his employment with the Employer and
        before
        the commencement of payments to the Participant hereunder, the entire value
        of
        the Participant's Account shall be paid, as provided in Section 6.2, to the
        person or persons designated in accordance with Section 7.1.

       

      
        
           

        

        
          -4-

          
            

          

        

        
          Table
            of Contents

        

      

       

      Upon
        the
        death of the Participant after payments hereunder have begun but before he
        has
        received all payments to which he is entitled under the Plan, the remaining
        benefit payments shall be paid to the person or persons designated in accordance
        with Section 7.1, in the manner in which such benefits were payable to the
        Participant as provided in Section 6.2. 

       

      ARTICLE
        7

       

      BENEFICIARIES:
        PARTICIPANT DATA

       

      7.1  DESIGNATION
        OF BENEFICIARIES.
        The
        Participant from time to time may designate any person or persons (who may
        be
        named contingently or successively) to receive such benefits as may be payable
        under the Plan upon or after the Participant's death, and such designation
        may
        be changed from time to time by the Participant by filing a new designation.
        Each designation will revoke all prior designations by the Participant, shall
        be
        in a form prescribed by the Employer, and will be effective only when filed
        in
        writing with the Employer during the Participant's lifetime. 

       

      In
        the
        absence of a valid Beneficiary designation, or if, at the time any benefit
        payment is due to a Beneficiary, there is no living Beneficiary validly named
        by
        the Participant, the Employer pay any such benefit payment to the Participant's
        spouse, if then living, but otherwise to the Participant's then living
        descendants, if any, per stirpes,
        but, if
        none, to the Participant's estate. In determining the existence or identity
        of
        anyone entitled to a benefit payment, the Employer may rely conclusively
        upon
        information supplied by the Participant's personal representative, executor
        or
        administrator. If a question arises as to the existence or identity of anyone
        entitled to receive a benefit payment as aforesaid, or if a dispute arises
        with
        respect to any such payment, then, notwithstanding the foregoing, the Employer
        in its sole discretion, may distribute such payment to the Participant's
        estate
        without liability for any tax or other consequences which might flow therefrom,
        or may take such other action as the Employer deems to be appropriate.


       

      ARTICLE
        8

       

      AMENDMENT

       

      8.1  RIGHT
        TO AMEND.
        The
        Employer, by written instrument executed by the Employer, shall have the
        right
        to amend the Plan, at any time and with respect to any provisions hereof,
        and
        all parties hereto or claiming any interest hereunder shall be bound by such
        amendment; provided, however, that no such amendment shall deprive the
        Participant or a Beneficiary of a right accrued hereunder prior to the date
        of
        the amendment. 

       

      ARTICLE
        9

       

      TERMINATION

       

      9.1  EMPLOYER'S
        RIGHT TO TERMINATE OR SUSPEND PLAN.
        The
        Employer reserves the right to terminate the Plan and/or its obligation to
        make
        further credits to the Participant's Account. The Employer also reserves
        the
        right to suspend the operation of the Plan for a fixed or indeterminate period
        of time.

       

      
        
           

        

        
          -5-

          
            

          

        

        
          Table
            of Contents

        

      

       

      9.2  AUTOMATIC
        TERMINATION OF PLAN.
        The
        Plan automatically shall terminate upon the dissolution of the Employer,
        or upon
        its merger into or consolidation with any other corporation or business
        organization if there is a failure by the surviving corporation or business
        organization to adopt specifically and agree to continue the Plan.


       

      9.3  SUSPENSION
        OF DEFERRALS.
        In the
        event of a suspension of the Plan, the Employer shall continue all aspects
        of
        the Plan, other than Employer Contribution Credits, during the period of
        the
        suspension, in which event payments hereunder will continue to be made during
        the period of the suspension in accordance with Articles 5 and 6.


       

      9.4  SUCCESSOR
        TO EMPLOYER.
        Any
        corporation or other business organization which is a successor to the Employer
        by reason of a consolidation, merger or purchase of substantially all of
        the
        assets of the Employer shall have the right to become a party to the Plan
        by
        adopting the same by resolution of the entity's board of directors or other
        appropriate governing body. If, within ninety (90) days from the effective
        date
        of such consolidation, merger or sale of assets, such new entity does not
        become
        a party hereto, as above provided, the Plan automatically shall be terminated.
        

       

      ARTICLE
        10

       

      THE
        TRUST

       

      10.1  ESTABLISHMENT
        OF TRUST.
        The
        Employer shall establish the Trust with the Trustee pursuant to such terms
        and
        conditions as are set forth in the Trust agreement to be entered into between
        the Employer and the Trustee. The Trust is intended to be treated as a “grantor”
        trust under the Code and the establishment of the Trust is not intended to
        cause
        the Participant to realize current income on amounts contributed thereto,
        and
        the Trust shall be so interpreted. 

       

      ARTICLE
        11

       

      MISCELLANEOUS

       

      11.1  LIMITATIONS
        ON LIABILITY OF EMPLOYER.
        Neither
        the establishment of the Plan nor any modification thereof, nor the creation
        of
        any account under the Plan, nor the payment of any benefits under the Plan
        shall
        be construed as giving to the Participant or other person any legal or equitable
        right against the Employer, or any officer or employer thereof except as
        provided by law or by any Plan provision. The Employer does not in any way
        guarantee the Participant's Account from loss or depreciation, whether caused
        by
        poor investment performance of a deemed investment or the inability to realize
        upon an investment due to an insolvency affecting an investment vehicle or
        any
        other reason. In no event shall the Employer, or any successor, employee,
        officer, director, agent or stockholder of the Employer, be liable to any
        person
        on account of any claim arising by reason of the provisions of the Plan or
        of
        any instrument or instruments implementing its provisions, or for the failure
        of
        the Participant, a Beneficiary or other person to be entitled to any particular
        tax consequences with respect to the Plan, or any credit or distribution
        hereunder.

       

      
        
           

        

        
          -6-

          
            

          

        

        
          Table
            of Contents

        

      

       

      11.2  CONSTRUCTION.
        If any
        provision of the Plan is held to be illegal or void, such illegality or
        invalidity shall not affect the remaining provisions of the Plan, but shall
        be
        fully severable, and the Plan shall be construed and enforced as if said
        illegal
        or invalid provision had never been inserted herein. For all purposes of
        the
        Plan, where the context admits, the singular shall include the plural, and
        the
        plural shall include the singular. Headings of Articles and Sections herein
        are
        inserted only for convenience of reference and are not be considered in the
        construction of the Plan. The laws of the State of Maryland shall govern,
        control and determine all questions of law arising with respect to the Plan
        and
        the interpretation and validity of its respective provisions, except where
        those
        laws are pre-empted by the laws of the United States. Participation under
        the
        Plan will not give the Participant the right to be retained in the service
        of
        the Employer nor any right or claim to any benefit under the Plan unless
        such
        right or claim has specifically accrued hereunder. 

       

      The
        Plan
        is intended to be and at all times shall be interpreted and administered
        so as
        to qualify as an unfunded deferred compensation plan, and no provision of
        the
        Plan shall be interpreted so as to give any individual any right in any assets
        of the Employer which right is greater than the rights of a general unsecured
        creditor of the Employer. 

       

      11.3  SPENDTHRIFT
        PROVISION.
        No
        amount payable to the Participant or a Beneficiary under the Plan will, except
        as otherwise specifically provided by law, be subject in any manner to
        anticipation, alienation, attachment, garnishment, sale, transfer, assignment
        (either at law or in equity), levy, execution, pledge, encumbrance, charge
        or
        any other legal or equitable process, and any attempt to do so will be void;
        nor
        will any benefit be in any manner liable for or subject to the debts,
        liabilities, engagements or torts of the person entitled thereto. Further,
        (i)
        the withholding of taxes from Plan benefit payments, (ii) the recovery under
        the
        Plan of overpayments of benefits previously made to the Participant or
        Beneficiary, (iii) if applicable, the transfer of benefit rights from the
        Pan to
        another plan, or (iv) the direct deposit of benefit payments to an account
        in a
        banking institution (if not actually part of any arrangement constituting
        an
        assignment or alienation) shall not be construed as an assignment or alienation.
        

       

      In
        the
        event that the Participant's or Beneficiary's benefits hereunder are garnished
        or attached by order of any court, the Employer or Trustee may bring an action
        or a declaratory judgment in a court of competent jurisdiction to determine
        the
        proper recipient of the benefits to be paid under the Plan. During the pendency
        of said action, any benefits that become payable shall be held as credits
        to the
        Participant's or Beneficiary's Account or, if the Employer or Trustee prefers,
        paid into the court as they become payable, to be distributed by the court
        to
        the recipient as the court deems proper at the close of said
        action.

       

      
        
           

        

        
          -7-

          
            

          

        

        
          Table
            of Contents

        

      

       

      IN
        WITNESS WHEREOF, the
        Employer has caused the Plan to be executed and its seal to be affixed hereto,
        effective as of the _____ day of ______________, 1996. 

       

       

      
        
          	ATTEST/WITNESS 	 	
                  THE
                    TALBOT BANK OF EASTON, MARYLAND

                
	 	 	 	 
	 	 	 	 
	/s/ 	 	
                  By:

                	/s/ 
	
                  

                	 	 	
                  
                    

                  

                
	Print:	 	 	Print
                  Name:  Jerome M. McConnell
Date:	
                  (SEAL)

                


        



       

    

    


    
      
        
        

      

        -8-