Exhibit 10.9


 


 


 


 


 


 


 


 


 


BRADFORD BANK


SUPPLEMENTAL EXECUTIVE


RETIREMENT PLAN


 


 


 


 


 


 


 


 


 


 


 


Effective April 1, 2006


 
















BRADFORD
BANK


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


Effective as of April 1, 2006


TABLE
OF CONTENTS


 


	
  

  	
   

  	
  ARTICLE
  1

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  ACCOUNT

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  BENEFICIAL

  	
   

  	
  1

  
	
  1.3

  	
   

  	
  BOARD

  	
   

  	
  1

  
	
  1.4

  	
   

  	
  CHANGE IN CONTROL

  	
   

  	
  1

  
	
  1.5

  	
   

  	
  CODE

  	
   

  	
  1

  
	
  1.6

  	
   

  	
  COMPENSATION

  	
   

  	
  2

  
	
  1.7

  	
   

  	
  COMPENSATION DEFERRAL ACCOUNT

  	
   

  	
  2

  
	
  1.8

  	
   

  	
  COMPENSATION DEFERRALS

  	
   

  	
  2

  
	
  1.9

  	
   

  	
  DESIGNATION DATE

  	
   

  	
  2

  
	
  1.10

  	
   

  	
  DISABILITY

  	
   

  	
  2

  
	
  1.11

  	
   

  	
  EFFECTIVE DATE

  	
   

  	
  2

  
	
  1.12

  	
   

  	
  ELECTION FORM

  	
   

  	
  2

  
	
  1.13

  	
   

  	
  ELIGIBLE EMPLOYEE

  	
   

  	
  2

  
	
  1.14

  	
   

  	
  EMPLOYER

  	
   

  	
  2

  
	
  1.15

  	
   

  	
  EMPLOYER CONTRIBUTION CREDIT ACCOUNT

  	
   

  	
  3

  
	
  1.16

  	
   

  	
  EMPLOYER CONTRIBUTION CREDITS

  	
   

  	
  3

  
	
  1.17

  	
   

  	
  ENTRY DATE

  	
   

  	
  3

  
	
  1.18

  	
   

  	
  PARTICIPANT

  	
   

  	
  3

  
	
  1.19

  	
   

  	
  PERFORMANCE-BASED COMPENSATION

  	
   

  	
  3

  
	
  1.20

  	
   

  	
  PLAN

  	
   

  	
  3

  
	
  1.21

  	
   

  	
  PLAN YEAR

  	
   

  	
  3

  
	
  1.22

  	
   

  	
  SEPARATION FROM SERVICE

  	
   

  	
  3

  
	
  1.23

  	
   

  	
  SPECIFIED EMPLOYEE

  	
   

  	
  3

  
	
  1.24

  	
   

  	
  TRUST

  	
   

  	
  3

  
	
  1.25

  	
   

  	
  TRUSTEE

  	
   

  	
  3

  
	
  1.26

  	
   

  	
  VALUATION DATE

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  2

  	
   

  	
   

  
	
   

  	
   

  	
  ELIGIBILITY
  AND PARTICIPATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  REQUIREMENTS

  	
   

  	
  4

  
	
  2.2

  	
   

  	
  RE-EMPLOYMENT

  	
   

  	
  4

  
	
  2.3

  	
   

  	
  CHANGE OF EMPLOYMENT CATEGORY

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 i
 









 


	
  

  	
   

  	
  ARTICLE
  3

  	
   

  	
   

  
	
   

  	
   

  	
  CONTRIBUTIONS
  AND CREDITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  PARTICIPANT COMPENSATION DEFERRELS

  	
   

  	
  4

  
	
  3.2

  	
   

  	
  EMPLOYER CONTRIBUTION CREDITS

  	
   

  	
  5

  
	
  3.3

  	
   

  	
  CONTRIBUTIONS

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  4

  	
   

  	
   

  
	
   

  	
   

  	
  ALLOCATION
  OF FUNDS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS

  	
   

  	
  6

  
	
  4.2

  	
   

  	
  ACCOUNTING FOR DISTRIBUTIONS

  	
   

  	
  6

  
	
  4.3

  	
   

  	
  SEPARATE ACCOUNTS

  	
   

  	
  6

  
	
  4.4

  	
   

  	
  INTERIM VALUATIONS

  	
   

  	
  7

  
	
  4.5

  	
   

  	
  DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS

  	
   

  	
  7

  
	
  4.6

  	
   

  	
  EXPENSES AND TAXES

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  5

  	
   

  	
   

  
	
   

  	
   

  	
  ENTITLEMENT
  TO BENEFITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  PAYMENT DATES

  	
   

  	
  8

  
	
  5.2

  	
   

  	
  UNFORESEEABLE EMERGENCY DISTRIBUTIONS

  	
   

  	
  9

  
	
  5.3

  	
   

  	
  DEATH: DISABILITY

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  6

  	
   

  	
   

  
	
   

  	
   

  	
  DISTRIBUTION
  OF BENEFITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  AMOUNT

  	
   

  	
  10

  
	
  6.2

  	
   

  	
  METHOD OF PAYMENT

  	
   

  	
  10

  
	
  6.3

  	
   

  	
  ACCELERATIONS

  	
   

  	
  10

  
	
  6.4

  	
   

  	
  DEATH OR DISABILITY BENEFITS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  7

  	
   

  	
   

  
	
   

  	
   

  	
  BENEFICIARIES;
  PARTICIPANT DATA

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  DESIGNATION OF BENEFICIARIES

  	
   

  	
  11

  
	
  7.2

  	
   

  	
  INFORMATION TO BE FURNISHED BY PARTICIPANTS AND
  BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  8

  	
   

  	
   

  
	
   

  	
   

  	
  ADMINISTRATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  ADMINISTRATIVE AUTHORITY

  	
   

  	
  12

  
	
  8.2

  	
   

  	
  LITIGATION

  	
   

  	
  13

  
	
  8.3

  	
   

  	
  CLAIMS PROCEDURE

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 ii
 









 


	
  

  	
   

  	
  ARTICLE
  9

  	
   

  	
   

  
	
   

  	
   

  	
  AMENDMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  RIGHT TO AMEND

  	
   

  	
  17

  
	
  9.2

  	
   

  	
  AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  10

  	
   

  	
   

  
	
   

  	
   

  	
  TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  EMPLOYER’S RIGHT TO TERMINIATE OR SUSPEND PLAN

  	
   

  	
  17

  
	
  10.2

  	
   

  	
  AUTOMATIC TERMINATION OF PLAN

  	
   

  	
  17

  
	
  10.3

  	
   

  	
  SUSPENSION OF DEFERRALS

  	
   

  	
  17

  
	
  10.4

  	
   

  	
  ALLOCATION AND DISTRIBUTION

  	
   

  	
  17

  
	
  10.5

  	
   

  	
  SUCCESSOR TO EMPLOYER

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  11

  	
   

  	
   

  
	
   

  	
   

  	
  THE TRUST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  ESTABLISHMENT OF TRUST

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  12

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  LIABILITY OF EMPLOYER; LIMITATIONS ON LIABILITY OF
  EMPLOYER OR EMPLOYER

  	
   

  	
  18

  
	
  12.2

  	
   

  	
  CONSTRUCTION

  	
   

  	
  19

  
	
  12.3

  	
   

  	
  SPENDTHRIFT PROVISION

  	
   

  	
  19

  
	
  12.4

  	
   

  	
  AGGREGATION OF EMPLOYERS

  	
   

  	
  19

  
	
  12.5

  	
   

  	
  TAX WITHHOLDING

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
   

  



 



 iii















BRADFORD BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


Effective as of April 1, 2006


RECITALS


This Bradford Bank Supplemental Executive Retirement Plan (the “Plan”) is
adopted by Bradford Bank (the “Employer”), a for-profit entity, for the benefit
of a select group of the Employer’s management or highly compensated
employees.  The purpose of the Plan is to
offer participants an opportunity to elect to defer the receipt of
compensation in order to provide deferred
compensation benefits taxable pursuant to section 451 of the Internal Revenue
Code of 1986, as amended (the “Code”),
and to provide a deferred compensation vehicle to which  the Employer, in its  discretion, may credit certain amounts on behalf of
participants.  The Plan is intended to be
a “top-hat’’ plan (i.e., an unfunded deferred compensation plan maintained for
a select group of management  or
highly-compensated employees) under sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act
of 1974, as amended (ERISA”).  The Plan
also is intended to comply with the requirements of Code section 409A.


Accordingly, the following Plan is adopted, effective as of April 1,
2006.


ARTICLE 1


DEFINITIONS


1.1           ACCOUNT means
the balance credited to a Participant’s or Beneficiary’s Plan account,
including amounts credited to the Participant’s Compensation Deferral Account
and the Participant’s Employer
Contribution Credit Account, if any, and deemed income, gains and losses (as determined by the Employer, in its discretion)
credited to those Accounts. A 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           BOARD
means the Employer’s Board of
Directors, or a committee of the Employer’s Board of Directors duly authorized to make determinations and act for
the Board under this Plan.


1.4           CHANGE IN CONTROL
means a change in the ownership of the Employer within the meaning of Code section 409A and IRS guidance
under Code section 409A (e.g., Q&A 12 of IRS Notice 2005-1).


1.5           CODE
means the Internal Revenue Code of 1986 and the Treasury regulations and other authoritative guidance issued under the
Code, as amended from time to time.



 1
 









1.6           COMPENSATION means the total
current cash remuneration, including regular salary and bonus awards, paid by
the Employer to an Eligible Employee with respect to his or her service for the
Employer (as determined by the Employer, in its discretion).


1.7           COMPENSATION DEFERRAL ACCOUNT
is described in Section 3.1.


1.8           COMPENSATION DEFERRALS is
described in Section 3.1.


1.9           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 Dates in any Plan Year shall
be designated by the Employer.


1.10         DISABILITY means a Participant
becoming disabled within the meaning of Code section
409A (i.e., 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,
(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 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Employer, or (iii) is determined to be totally disabled by the Social Security
Administration).


1.11         EFFECTIVE DATE means the effective
date of this Plan, April 1, 2006.


1.12         ELECTION FORM means the form or
forms on which a Participant elects to defer Compensation under this Plan
and/or on which the Participant makes certain other designations as required
under this Plan.


1.13         ELIGIBLE EMPLOYEE
means, for any Plan Year (or applicable portion thereof), an  employee of the Employer who is determined by the
Employer to be a member of a select group of  management or highly compensated employees of the Employer and who is
designated by the Board  to be an
Eligible Employee under the Plan.  The
initial Eligible Employees are identified on Exhibit A.


By each November 1 (or such other date established by the Employer), the
Employer  shall notify those
individuals, if any, who will be Eligible Employees for the next Plan
Year.  If the  Employer determines that an individual first
becomes an Eligible Employee during a Plan Year, the Employer shall
notify such individual of its determination and the individual shall first
become an Eligible Employee as of the date of the notification.


1.14         EMPLOYER means Bradford Bank and
its successors and assigns unless otherwise provided in this Plan, or any other
corporation or business organization which, with the consent of Bradford Bank, or its successors or assigns,
assumes the Employer’s obligations under this Plan, or any other corporation or
business organization which agrees, with the consent of Bradford Bank, to
become a party to the Plan.



 2
 









1.15         EMPLOYER CONTRIBUTION CREDIT ACCOUNT
is described in Section 3.2.


1.16         EMPLOYER CONTRIBUTION CREDITS is
described in Section 3.2.


1.17         ENTRY DATE with respect to an
individual means the first day of the pay period following the date on which
the individual becomes an Eligible Employee.


1.18         PARTICIPANT means any person so
designated in accordance with the provisions of Article 2, including, where
appropriate according to the context of the Plan, any former employee who is or may become (or whose Beneficiaries may
become) eligible to receive a benefit under the Plan.


1.19         PERFORMANCE-BASED COMPENSATION
means that portion of an Eligible Employee’s
Compensation which is based on the performance by the Eligible Employee of
services  for the Employer over a
period of at least twelve (12) months and which qualifies as “performance-based
compensation” under Code section 409A.


1.20         PLAN means this Bradford Bank
Supplemental Executive Retirement Plan, as amended from time to time.


1.21         PLAN YEAR means the twelve (12)
month period ending on the December 31 of each year during which the Plan is in
effect.  The Plan may experience a short
Plan Year from its Effective Date until the following December 31.


1.22         SEPARATION FROM SERVICE means
separation from service within the meaning of Code section 409A.


1.23         SPECIFIED EMPLOYEE means, with
respect to a corporation any stock of which is publicly traded on an established securities market or otherwise, a key
employee, as defined in Code  section
416(i) (without regard to paragraph (5) of that section) to mean an employee of
the Employer who, at any time during the Plan Year, is (1) an officer of
the Employer having an annual compensation
greater than one hundred thirty-five thousand dollars ($135,000) for 2005
(indexed for  inflation in future
years); (ii) a five-percent  (5%)  owner of the Employer; or (iii) a one-percent (1%)
owner of the Employer having an annual
compensation from the Employer of more than one hundred fifty thousand
dollars ($150,000).


1.24         TRUST means the Trust described
in Article 11.


1.25         TRUSTEE means the trustee of the
Trust described in Article 11.


1.26         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.



 3
 









ARTICLE 2


ELIGIBILITY
AND PARTICIPATION


2. 1          REQUIREMENTS Every Eligible
Employee on the Effective Date shall be eligible to become a Participant on the
Effective Date.  Every other Eligible
Employee shall be eligible to become a Participant on his or her first Entry
Date.  No individual shall become a
Participant, however, if he or she is not an Eligible Employee on the date his
or her participation is to begin.


If and when it is
activated by the Board, participation in the Compensation Deferral portion of
the Plan is voluntary.  In order to
participate in the Compensation Deferral portion of the Plan, an otherwise
Eligible Employee must make written application on an Election Form at such time and in such manner as may be required by
Section 3.1 and by the Employer and must agree to make Compensation
Deferrals as provided in Article 3.


Participation in the Employer Contribution Credit Account portion of the
Plan, if and when it is activated by the Board, is automatic and does
not require a Participant’s election to participate.


2.2           RE-EMPLOYMENT Subject to Code
section 409A, if a Participant whose employment
with the Employer is terminated is subsequently re-employed, he or she shall
become a Participant in accordance with the provisions of Section 2.1.


2.3           CHANGE OF EMPLOYMENT CATEGORY
During any period in which a Participant
remains in the employ of the Employer, but ceases to be an Eligible Employee,
he or she shall not be eligible to make Compensation Deferrals or
receive Employer Contribution Credits.


ARTICLE 3

CONTRIBUTIONS AND CREDITS


3.1           PARTICIPANT COMPENSATION DEFERRALS
Subject to the remaining paragraphs of this Section and in accordance with
rules established by the Employer and subject to such amount limitations as
might be imposed by the Employer in its discretion, a Participant may elect to
defer Compensation which is due to be earned and which would otherwise be paid
to the Participant, in any fixed periodic dollar amounts or percentages
designated by the Participant.  Amounts
so deferred will be considered a Participant’s “Compensation Deferrals.” Except
as provided below, a Participant shall make such election(s) under this
paragraph with respect to a coming twelve
(12) month Plan Year during the period beginning on the November 1 and ending
on  the December 3 1 of the prior
calendar year, or during such other period as might be established by  the Employer, which period ends no later than the
last day of the Plan Year preceding the Plan Year in which the services
giving rise to the Compensation to be deferred are to be performed.


In the case of the first
Plan  Year in which an Eligible Employee becomes
eligible to become a Participant, if and to the extent permitted by the
Employer, the Eligible Employee may make an
election no later than thirty (30) days after the date he or she becomes
eligible to become a Participant to defer Compensation for services to
be performed after the election.



 4
 









If and to the extent permitted by the Employer, a Participant may make
an election to defer Performance-Based Compensation no later than six
(6) months prior to the last day of the period
over which the services giving rise to the Performance-Based Compensation are
performed.


Compensation Deferrals shall be made through regular payroll deductions
or through an election by the Participant to defer the payment of a
bonus, if applicable. The Participant may change
or revoke his or her Compensation Deferral election only if and to the extent
permitted by the Employer and in accordance with the provisions of Code
section 409A specifically relating to the change and/or revocation of deferral
elections. Generally, Compensation Deferral elections are irrevocable.


Compensation
Deferrals shall be deducted by the Employer from the pay of a deferring
Participant and shall be credited to the Compensation Deferral Account of the
deferring Participant.


There shall be established and maintained a separate Compensation
Deferral Account in the name of each Participant to which shall be
credited or debited: (a) amounts equal to the Participant’s
Compensation Deferrals; and (b) amounts equal to any deemed earnings or losses
(to the extent realized, based upon deemed fair market value of the
Compensation Deferral Account’s deemed assets, as determined by the Employer,
in its discretion) attributable or allocable thereto.


A Participant
shall at all times be 100% vested in amounts credited to his or her
Compensation Deferral Account.


3.2           EMPLOYER CONTRIBUTION CREDITS
There shall be established and maintained a
separate Employer Contribution Credit Account in the name of each Participant.
Each such Employer Contribution Credit Account shall be credited or
debited, as applicable, with (i) amounts equal to the Employer’s Contribution
Credits, if any, credited to that Account; and (ii) amounts equal to any deemed
earnings and losses (to the extent realized, based upon deemed fair market
value of the Account’s deemed assets as determined by the Employer, in its
discretion) allocated to that Account.


The Employer Contribution Credits credited to a Participant’s Employer
Contribution  Credit Account for any
particular Plan Year shall be an amount (if any) determined by the Board, in
its discretion.  The initial scheduled
Employer Contribution Credits are identified on Exhibit A. Exhibit A may be
amended and/or replaced from time to time. 
The Employer shall credit such contributions
on behalf of such individuals, in such amounts and with such frequency as the
Board  determines in its sole
discretion.  A Participant shall become
vested in amounts credited to his or her  Employer Contribution Credit Account according to a vesting schedule
adopted by the Board, in its discretion.



 5
 









3.3           CONTRIBUTIONS TO THE TRUST An
amount shall be contributed by the Employer
to the Trust maintained under Section 11.1 equal to the amount(s) required to
be credited  to the Participant’s
Account under Sections 3.1 and 3.2.  The
Employer shall make a good faith effort to contribute these amounts to the Trust
as soon as practicable following the date on which the contribution credit
amount(s) are determined.


ARTICLE 4


ALLOCATION
OF FUNDS


4.1           ALLOCATION OF DEEMED EARNINGS OR
LOSSES ON ACCOUNTS 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 the date on which a direction will become effective, the Participant shall have the
right to direct the Employer as to how amounts in his  or her Compensation Deferral Account shall be
deemed to be invested. The Employer, may, but is not required to, 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 Compensation Deferral Account shall be
equal to the  value of the deemed
investments maintained under the Trust on behalf of the Participant.  As of each valuation date of the
Trust, the Participant’s Compensation Deferral Account will be credited or
debited to reflect the Participant’s deemed investments of the Trust.  The Participant’s Plan Compensation Deferral
Account will be credited or debited with the increase or decrease in the realizable net asset value or credited interest,
as applicable, of the designated deemed investments, as  follows. 
As of each Valuation Date, an amount equal to the net increase or
decrease in realizable net asset value or credited interest, as
applicable (as determined by the Trustee), of each deemed investment option
within the Compensation Deferral Account since the preceding Valuation Date shall be allocated among all Participants’
Compensation Deferral Accounts deemed to be invested in  that investment option in accordance with the
ratio which the portion of the Compensation Deferral Account of each
Participant which is deemed to be invested within that investment option, determined as provided herein, bears to the
aggregate of all amounts deemed to be invested within that investment
option.


4.2           ACCOUNTING FOR DISTRIBUTIONS
As of the date of any distribution under this
Plan, the distribution made to the Participant or his or her Beneficiary or
Beneficiaries shall be  charged to
such Participant’s Compensation Deferral Account.  The amount of the distribution shall first
be charged against the investments of the Trust in which the Participant’s
Compensation Deferral Account is deemed to be invested, on a pro rata basis,
until such deemed investments are exhausted.  If an in-kind distribution is requested, the
amount of the distribution shall be charged on a pro rata basis against
all the investments of the Trust in which the Participant’s Compensation
Deferral Account is deemed to be invested.



 6
 









4.3           SEPARATE
ACCOUNTS A separate bookkeeping
account under the Plan shall be established and maintained by the
Employer to reflect the Account for each Participant with bookkeeping sub-accounts to show separately the
Participant’s Compensation Deferral Account and  the Participant’s Employer Contribution Credit Account. Each sub-account
will separately account for the credits and debits described in Article
3.


4.4           INTERIM VALUATIONS If it is
determined by the Employer that the value of a Participant’s Compensation
Deferral Account as of any date on which distributions are to be made differs
materially from the value of the Participant’s Compensation Deferral Account on
the prior Valuation Date upon which the
distribution is to be based, the Employer, in its discretion, shall have
the right to designate any date in the interim as a Valuation Date for the
purpose of revaluing the Participant’s
Compensation Deferral Account so that the Compensation Deferral Account will,
prior to the distribution, reflect its share of such material difference
in value.


4.5           DEEMED INVESTMENT DIRECTIONS OF
PARTICIPANTS Subject to such limitations
as may from time to time be required by law, imposed by the Employer, 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,  each Participant may communicate to the Employer
a direction (in accordance with (a), below) as to  how his or her Plan Compensation Deferral Accounts
should be deemed to be invested among such  categories of deemed investments as may be made available by the
Employer under this Plan, which  may
be unlimited, at the Employer’s sole discretion.  Such direction shall designate the percentage
(in any whole percent multiples) of each portion of the Participant’s
Plan Compensation Deferral 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/or, as required or permitted by the Employer, shall be by
oral designation and/or electronic transmission designation.  A designation shall be effective as of the Designation Date next
following the date the direction is received and accepted by  the Employer on which it would be reasonably
practicable for the Employer to effect the designation.


(b)           All amounts credited to the
Participant’s Compensation Deferral Account shall be deemed to be invested in accordance with the then effective deemed
investment direction, and as  of the
Designation Date with respect to any new deemed investment direction, all or a
portion of the  Participant’s
Compensation Deferral 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 investment
direction form provided by and filed with 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.



 7
 









(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 Compensation Deferral
Account, the Participant shall be deemed to have directed that the undesignated
portion of the Compensation Deferral 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 Participant, as a condition to
his or her participation in this Plan, agrees to indemnify and hold harmless
the Employer and its agents and representatives from any losses or damages of
any kind relating to the deemed investment of the Participant’s Compensation
Deferral Account.


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


4.6           EXPENSES AND TAXES Expenses,
including Trustee fees, associated with the administration or operation of the
Plan shall be paid by the Employer from its general assets unless the Employer
elects to charge such expenses against the appropriate Participant’s Account or
Participants’ Accounts. Any taxes allocable
to an Account (or portion thereof) maintained under the  Plan which are payable prior to the distribution
of the Account (or portion thereof), as determined by  the Employer, shall be paid by the Employer unless
the Employer elects to charge such taxes against the appropriate
Participant’s Account or Participants’ Accounts.


ARTICLE 5


ENTITLEMENT
TO BENEFITS


5.1           PAYMENT DATES  At
the earlier of the time the Participant makes his or her initial Compensation Deferral election or the time
Employer Contribution Credits are first credited to his or her Account,
a Participant shall elect to receive payment of his or her vested Account,
which payment will be valued and payable according to the provisions of Article
6: (i) sixty (60) days following the Participant’s Separation from Service with
the Employer for any reason (including death or Disability); (ii) on a fixed
payment date or dates (the “Fixed Payment Date(s)”) (such as January 1, 2017,
or each January 1, beginning on January 1, 2020 and ending on January 1, 2026);
(iii) at the earlier or later of the
preceding event or date(s); or (iv) at the earlier or later of sixty (60)
days after a Change in Control and one or more of the preceding events or
date(s).


Notwithstanding
the foregoing, if and when the Employer becomes a corporation whose stock is publicly traded on an established
securities market or otherwise, any Participant who is a Specified
Employee and who incurs a Separation from Service with the Employer shall not
be entitled to receive any portion of his or
her vested Account under this Section prior to the date which  is at least six (6) months after the date or his
or her Separation from Service (or, if earlier, his or her death).



 8
 









Any Fixed Payment
Date elected by a Participant must be a date no earlier than the January 1 of
the third calendar year after the calendar year in which the earliest
Compensation Deferrals and/or Employer
Contribution Credits subject to the Fixed Payment Date are to be made by
or on behalf of the Participant (or, if
applicable, the January 1 of the third calendar year in which a  new Compensation Deferral and/or Employer
Contribution Credit is made after the Participant has received a distribution
of his or her previously vested Account). By way of example, an Eligible
Employee who enrolls as a Participant in the Plan in November 2006 and who
elects to defer Compensation to be earned during 2007 may elect at that time as
his or her initial Fixed Payment Date any date which is no earlier than January
1, 2010, in which case the Participant’s vested Plan Account as of December 31,
2009 (including his or her 2007, 2008 and 2009 Compensation Deferrals and/or Employer Contribution Credits,
and any earnings on those amounts) shall be paid on January 1, 2010.


Any Fixed Payment Date may be delayed, to a later Fixed Payment Date, so
long as  any election to delay the
date is made by the Participant at least twelve (12) months prior to the date
on which the distribution is to be made and
such delay is at least five (5) full calendar years in length.  Such Fixed
Payment Date may not be accelerated, except as provided in the remaining
Sections of this Article.


5.2           UNFORESEEABLE EMERGENCY
DISTRIBUTIONS In the event the Participant incurs an unforeseeable emergency, as defined below, the Participant may
apply to the Employer for  the
distribution of all or any part of his or her Account attributable to
Compensation Deferrals and/or  fully
vested Employer Contribution Credits. 
The Employer shall consider the circumstances of each  such case, and the best interests of the
Participant and his or her family, and shall have the right, in  its sole discretion, if applicable, to allow such
distribution, or, if applicable, to direct a distribution of part of the
amount requested, or to refuse to allow any distribution; provided, however,
that such distribution shall be permitted solely to the extent permitted under
Code section 409A.  Upon a finding of
unforeseeable emergency, the Employer shall direct that the appropriate
distribution is made to the Participant with
respect to the Participant’s vested Account in a lump sum payment.  In no event shall the aggregate amount
of the distribution exceed either the full value of the Participant’s vested Account or the amount determined by the Employer to
be necessary to satisfy the  unforeseeable
emergency plus amounts necessary to pay taxes reasonably anticipated as a
result of the distribution, after taking into account the extent to
which the 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 assets would not itself cause severe financial
hardship).


For purposes of
this Section, the value of the Participant’s vested Account shall be determined
as of the date of the distribution.



 9
 









For purposes of this Section, “unforeseeable emergency” means (a) 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 Code section 152(a)) of the Participant, (b) loss of the Participant’s
property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond
the control of the Participant, each as determined  to exist by the Employer.  A distribution may be made under this Section
only with the consent of the Employer.


5.3           DEATH, DISABILITY Upon the
Participant’s death or Disability, the Participant’s vested Account shall be
valued and paid to the Participant or the Participant’s designated
Beneficiary(ies), as applicable, as provided in Article 6.


ARTICLE 6


DISTRIBUTION
OF BENEFITS


6. 1          AMOUNT A Participant (or his or
her Beneficiary) shall become entitled to receive, on the date or dates
determined in accordance with Article 5, a distribution (or commencement of
distributions) in an aggregate amount equal to the Participant’s vested
Account.  Any payment due under the terms of the Plan 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 or In-kind Payments All
payments under the Plan shall be made in cash unless the Participant and the
Employer agree to payment in-kind.


(b)           Timing and Manner of Payment
Except as otherwise provided in this Plan, on the date or dates determined in
accordance with Article 5, an aggregate amount equal to the Participant’s vested Account will be paid by the
Trust or the Employer, as provided in Section 6.1 in (i) a lump sum, or
(ii) in  up to
ten annual installments (adjusted for gains and losses), as selected by the
Participant at the time he or she makes his or her initial Compensation
Deferral election or the time Employer Contribution Credits are first credited
to his or her Account.  If a Participant
fails to designate properly the manner of
payment of the Participant’s benefit under the Plan, the Participant
will be deemed to have elected a lump sum payment.  If a Participant fails to designate properly
the timing of payment of the Participant’s
benefit under the Plan, the Participant will be deemed to have elected
payment of his or her vested Account sixty (60) days following Separation from
Service (subject to the six month delay rule described in Section 5.1).


Subject to Section 6.3, the Participant may change his or her
above-described timing and manner of payment elections (or deemed
elections) by submitting a new Election Form to the Employer, provided that any such Election Form is submitted at least
twelve (12) months prior to the date on which the distribution is to be
made (or commence) and delays the distribution (or commencement of
distributions) date at least five (5) full calendar years from the previously
scheduled distribution date.



 10
 









If the whole or any part of a payment under this Plan is to be in
installments, the total  to be so paid
shall continue to be deemed to be invested pursuant to Article 4 under such
procedures as the Employer may establish, in which case any deemed
income, gain, loss or expense or tax allocable thereto (as determined by the
Employer, in its discretion) shall be reflected in the installment payments, using such method for the calculation of the
installments as the Employer shall reasonably determine.


6.3           ACCELERATIONS Notwithstanding
anything in the Plan to the contrary, no change submitted on an Election Form shall be accepted by the Employer if the
change accelerates the time over which distributions shall be made to
the Participant (except as otherwise permitted by Code section 409A) and the
Employer shall deny any change made to an election if the Employer determines that the change violates the
requirement under Code section 409A that the first payment with respect
to which such election is made be deferred for a period of not less than five
(5)  years
from the date such payment would otherwise have been made.


Notwithstanding
the preceding, the Employer, in its discretion, may accelerate distributions under the Plan to the extent
permitted under Code section 409A (e.g., Q&A 15 of IRS Notice
2005-1).


6.4           DEATH OR DISABILITY BENEFITS
If a Participant dies or becomes Disabled before incurring a Separation from
Service and before the commencement of payments to the Participant under this
Plan, the entire value of the Participant’s vested Account shall be paid sixty
(60) days following the Participant’s death or Disability, as applicable, in a
lump sum, to the Participant or to the person or persons designated in accordance
with Section 7.1.


Upon the death or
Disability of a Participant after payments under this Plan have begun but
before he or she has received all payments to which he or she is entitled under
the Plan, the remaining benefit payments shall be paid sixty (60) days following the Participant’s death or Disability,
as applicable, in a lump sum, to the Participant or the person or persons
designated in accordance with Section 7.1.


ARTICLE 7
 BENEFICIARIES; PARTICIPANT DATA


7.1           DESIGNATION OF BENEFICIARIES Each
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 same 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 shall 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 



 11
 









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 or direct the
Trustee to 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.


7.2           INFORMATION TO BE FURNISHED BY
PARTICIPANTS AND  BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR
BENEFICIARIES Any communication, statement or notice addressed to a
Participant or to a Beneficiary at his or her last post office address as shown
on the Employer’s records shall be binding on the Participant or Beneficiary
for all purposes of the Plan.  The
Employer shall not be obliged to search for any Participant or Beneficiary beyond the sending of a registered letter to
such last known address. If the Employer notifies any Participant or
Beneficiary that he or she is entitled to an amount under the Plan and the Participant or Beneficiary fails to
claim such amount or make his or her location known to the Employer
within three (3) years thereafter, then, except as otherwise required by law,
if the location of one or more of the next
of kin of the Participant is known to the Employer, the Employer  may distribute or direct distribution of such
amount to any one or more or all of such next of kin, and  in such proportions as the Employer
determines.  If the location of none of
the foregoing persons can  be
determined, the Employer shall have the right to direct that the amount payable
shall be deemed to  be a forfeiture,
except that the dollar amount of the forfeiture, unadjusted for deemed gains or
losses in the interim, shall be paid by the Employer if a claim for the
benefit subsequently is made by the Participant or the Beneficiary to whom it
was payable. If a benefit payable to an unlocated Participant or Beneficiary is
subject to escheat pursuant to applicable state law, the Employer shall not be
liable to any person for any payment made in accordance with such law.


ARTICLE 8


ADMINISTRATION


8.1           ADMINISTRATIVE AUTHORITY
Except as otherwise specifically provided herein, the Employer shall be the
Plan administrator (the “Plan Administrator”) and shall have the sole responsibility for and the sole control of
the operation and administration of the Plan, and shall have the power
and authority to take all action and to make all decisions and interpretations
which may be necessary or appropriate in order to administer and operate the
Plan, including, without limiting the generality of the foregoing, the power,
duty and responsibility to:


(a)           Resolve and determine all disputes or
questions arising under the Plan, and to remedy any ambiguities,
inconsistencies or omissions in the Plan.


(b)           Adopt such rules of procedure and
regulations as in its opinion may be necessary
for the proper and efficient administration of the Plan and as are consistent
with the Plan.



 12
 









(c)           Implement the Plan in accordance with
its terms and the rules and regulations adopted as above.


(d)           Make determinations with respect to
the eligibility of any Eligible Employee as a Participant and make
determinations concerning the crediting of Plan Accounts.


(e)           Appoint any persons or firms, or
otherwise act to secure specialized advice or assistance,
as it deems necessary or desirable in connection with the administration and
operation of  the Plan, and the
Employer shall be entitled to rely conclusively upon, and shall be fully
protected in  any action or omission
taken by it in good faith reliance upon, the advice or opinion of such firms or
persons. 
The Employer shall have the power and authority to delegate from time to
time by written  instrument all or
any part of its duties, powers or responsibilities under the Plan, both
ministerial and  discretionary, as it
deems appropriate, to any person or committee, and in the same manner to revoke
any such delegation of duties, powers or
responsibilities.  Any action of such
person or committee in  the exercise
of such delegated duties, powers or responsibilities shall have the same force
and effect for all purposes under this Plan as if such action had been
taken by the Employer.  Further, the Employer may authorize one or more persons to
execute any certificate or document on behalf of the  Employer, in which event any person notified by
the Employer of such authorization shall be entitled to accept and
conclusively rely upon any such certificate or document executed by such person
as representing action by the Employer until such notified person shall have
been notified of the revocation of such authority.


8.2           LITIGATION Except as may be
otherwise required by law, in any action or judicial proceeding affecting the Plan, no Participant or Beneficiary shall be
entitled to any notice or service of process, and any final judgment
entered in such action shall be binding on all persons interested in, or
claiming under, the Plan.


8.3           CLAIMS PROCEDURE This Section
8.3 is based on final regulations issued by the Department of Labor and
published in the Federal Register on November 21, 2000 and codified at section
2560.503-1 of the Department of Labor Regulations.  If any provision of this Section 8.3
conflicts with the requirements of those regulations, the requirements of those
regulations will prevail.


(a)           Initial Claim A Participant or
Beneficiary who believes he or she is entitled to any Benefit (a “Claimant”) under this Plan may file a claim with the
Plan Administrator. The Plan  Administrator
will review the claim itself or appoint another individual or entity to review
the claim.


(i)            Benefit Claims that do not
Require a Determination of Disability If the claim is for a benefit other
than a disability benefit, the Claimant will be notified within ninety (90) days after the claim is filed whether the
claim is allowed or denied, unless the Claimant receives  written notice from the Plan Administrator or
appointee of the Plan Administrator before the end of the ninety (90)
day period stating that special circumstances require an extension of the time
for decision, such extension not to extend beyond the day which is one hundred
eighty (180) days after the day the claim is filed.



 13
 









(ii)           Disability Benefit Claims In
the case of a benefits claim that requires a
determination by the Plan Administrator of a Participant’s disability status,
the Plan Administrator will notify the Claimant of the Plan’s adverse
benefit determination within a reasonable period of time, but not later than
forty-five (45) days after receipt of the claim. If, due to matters beyond the
control of the Plan, the Plan Administrator needs additional time to process a
claim, the Claimant will be notified, within forty-five (45) days after the
Plan Administrator receives the claim, of those circumstances and of when the
Plan Administrator expects to make its decision but not beyond seventy-five (75) days.  If, prior to the end of the extension period,
due to matters beyond the control of the Plan, a decision cannot be
rendered within that extension period, the period for making the determination
may be extended for up to one hundred five (105) days, provided that the Plan
Administrator notifies the Claimant of the circumstances requiring the
extension and the date as of which the Plan expects to render a decision.  The extension notice will specifically explain
the standards on which entitlement to a disability benefit is based, the
unresolved issues that prevent a decision on the claim and the additional
information needed from the Claimant to resolve those issues, and the Claimant
will be afforded at least forty-five (45) days within which to provide the
specified information.


(iii)          Manner and Content of Denial of
Initial Claims. If the Plan Administrator denies a claim, it must provide
to the Claimant, in writing or by electronic communication:


(A)          The
specific reasons for the denial;


(B)           A reference to the Plan provision or
insurance contract provision upon which the denial is based;


(C)           A description of any additional
information or material that the Claimant must provide in order to perfect the
claim;


(D)          An explanation of why such additional
material or information is necessary;


(E)           Notice that the Claimant has a right
to request a review of the claim denial and information on the steps to be
taken if the Claimant wishes to request a review of the claim denial; and


(F)           A statement of the participant’s
right to bring a civil action under ERISA section 502(a) following a denial on
review of the initial denial.


In addition, in the case of a denial of disability benefits on the basis
of the Plan Administrator’s independent determination of the Participant’s
disability status, the Plan Administrator will provide a copy of any rule,
guideline, protocol, or other similar criterion relied upon in making the
adverse determination (or a statement that the same will be provided upon
request by the Claimant and without charge).



 14
 









(b)           Review
Procedures.


(i)            Benefit Claims that do not
Require a Determination of Disability. Except for claims requiring an
independent determination of a Participant’s disability status, a request for review of a denied claim must be made
in writing to the Plan Administrator within sixty (60) days after
receiving notice of denial.  The decision
upon review will be made within sixty (60) days after the Plan Administrator’s
receipt of a request for review, unless special circumstances require an extension of time for processing, in
which case a decision will be rendered not later than one hundred twenty
(120) days after receipt of a request for review. A notice of such an extension
must be provided to the Claimant within the
initial sixty (60) day period and must explain the special circumstances
and provide an expected date of decision.


The reviewer will afford the Claimant an opportunity to review and
receive, without charge, all relevant
documents, information and records and to submit issues and  comments in writing to the Plan
Administrator.  The reviewer will take
into account all comments,  documents,
records and other information submitted by the Claimant relating to the claim
regardless of whether the information was submitted or considered in the
initial benefit determination.


(ii)           Disability Benefit Claims. In
addition to having the right to review documents and submit comments as
described in (i) above, a Claimant whose claim for disability benefits requires
an independent determination by the Plan Administrator of the Participant’s disability status has at least one hundred eighty
(180) days following receipt of a notification of an  adverse benefit determination within which to
request a review of the initial determination. 
In such cases, the review will meet the following requirements:


(A)          The Plan will provide a review that
does not afford deference to the initial
adverse benefit determination and that is conducted by an appropriate named
fiduciary of the Plan who did not make the initial determination that is
the subject of the appeal, nor is a subordinate of the individual who made the
determination.


(B)           The appropriate named fiduciary of
the Plan will consult with a health care professional who has appropriate
training and experience in the field of medicine involved in the medical
judgment before making a decision on review of any adverse initial
determination based in whole or in part on a medical judgment.  The professional engaged for purposes of a consultation in the preceding
sentence will not be an individual who was consulted in connection with
the initial determination that is the subject of the appeal or the subordinate
of any such individual.


(C)           The Plan will identify to the Claimant
the medical or vocational experts whose advice was obtained on behalf of the
Plan in connection with the review, without regard to whether the advice was
relied upon in making the benefit review determination.



 15
 









(D)          The decision on review will be made
within forty-five (45) days after the Plan Administrator’s receipt of a request
for review, unless special circumstances require
an extension of time for processing, in which case a decision will be rendered
not later than  ninety (90) days after
receipt of a request for review.  A
notice of such an extension must be provided (90) to the Claimant within
the initial forty-five (45) day period and must explain the special
circumstances and provide an expected date of decision.


(iii)          Manner and Content of Notice of
Decision on Review.  Upon completion
of its review of an adverse initial claim determination, the Plan Administrator
will give the Claimant, in writing or by electronic notification, a notice
containing:


(A)          its
decision;


(B)           the
specific reasons for the decision;


(C)           the relevant Plan provisions or
insurance contract provisions on which its decision is based;


(D)          a statement that the Claimant is
entitled to receive, upon request and without charge, reasonable access to, and
copies of, all documents, records and other information in the Plan’s files
which is relevant to the Claimant’s claim for benefits;


(E)           a statement describing the Claimant’s
right to bring an action for judicial review under ERISA section 502(a); and


(F)           if an internal rule, guideline,
protocol or other similar criterion was
relied upon in making the adverse determination on review, a statement that a
copy of the rule, guideline, protocol or other similar criterion will be
provided without charge to the Claimant upon request.


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


(d)           Failure of Plan to Follow
Procedures.  If the Plan fails to
follow the claims procedures required by this Section 8.3, a Claimant shall be
deemed to have exhausted the administrative
remedies available under the Plan and shall be entitled to pursue any available
remedy under ERISA section 502(a) on the basis that the Plan has failed
to provide a reasonable claims procedure that would yield a decision on the
merits of the claim.


(e)           Failure of Claimant to Follow
Procedures. A Claimant’s compliance with the foregoing provisions of this
Section 8.3 is a mandatory prerequisite to the Claimant’s right to commence any
legal action with respect to any claim for benefits under the Plan.



 16
 









ARTICLE 9


AMENDMENT


9.1           RIGHT TO AMEND. Subject to
Code section 409A, the Employer, by action of its Board, 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 under this Plan shall be bound by such amendment; provided, however, that no such amendment shall
deprive a Participant or a Beneficiary of a benefit amount accrued prior
to the date of the amendment.


9.2           AMENDMENTS TO ENSURE PROPER
CHARACTERIZATION OF PLAN. Notwithstanding the provisions of Section 9.1,
the Plan may be amended by the Employer at any time, retroactively if required,
in the opinion of the Employer, in order to ensure that the Plan is characterized as “top-hat” plan as described under
ERISA sections 201(2), 301(a)(3), and 401(a)(1), to ensure that the
Trust that may be established is characterized as a grantor trust as described
in Code sections 671 through 679, to conform
the Plan to the provisions of Code section 409A and to conform the Plan
and Trust to the provisions and requirements of any applicable law (including
ERISA and the Code). No such amendment shall be considered prejudicial to any
interest of a Participant or a Beneficiary in the Plan.


ARTICLE
10,

TERMINATION


10.1         EMPLOYER’S RIGHT TO TERMINATE OR
SUSPEND PLAN. The Employer reserves the
right to terminate the Plan and/or obligations to make further credits to Plan
Accounts,  by action of the Board. The
Employer also reserves the right to suspend the operation of the Plan for
a fixed or indeterminate period of time, by action of the Board.


10.2         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.


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


10.4         ALLOCATION AND DISTRIBUTION.
This Section shall become operative on a complete termination of the Plan. The
provisions of this Section also shall become operative in the event of a
partial termination of the Plan, as determined by the Employer, but only with
respect to that portion of the Plan
attributable to the Participants to whom the partial termination is
applicable.  Upon the effective
date of any such event, notwithstanding any other provisions of the Plan, no
persons who were not already Participants shall be eligible to become
Participants, the value of the vested Accounts of all Participants and
Beneficiaries shall be determined and, after deduction of estimated expenses in
liquidating, paid to Participants and Beneficiaries when Plan benefits
otherwise become due in accordance with Articles 5 and 6.



 17
 









Notwithstanding anything in the Plan to the contrary, the Employer, in
its discretion, reserves the right, by action of the Board, to terminate
the Plan and distribute to Participants their vested
Account balances but only as permitted in accordance with the Code (e.g., Prop.
Reg. 1.409A 3(h)(2)(viii)).


10.5         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, and the provisions of Section 10.4 shall become operative.


ARTICLE 11


THE TRUST


11.1         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 or the
Employer shall cause to be maintained one or more separate subaccounts
in an existing Trust maintained with the Trustee with respect to one or more other plans of the Employer, which subaccount or
subaccounts represent Participants’ interests in the Plan.  Any such Trust shall be intended to be
treated as a “grantor trust” under the Code and the establishment of the Trust
or the utilization of any existing Trust for Plan benefits, as applicable,
shall not be intended to cause any Participant to realize current income on
amounts contributed thereto, and the Trust shall be so interpreted.


ARTICLE
12

MISCELLANEOUS


12.1         LIABILITY OF EMPLOYER, LIMITATIONS
ON LIABILITY OF EMPLOYER. Notwithstanding
anything herein that may suggest otherwise, the Employer shall be solely liable
for  the payment of any benefits due
under this Plan.  However, 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 any 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 shall not in any way guarantee
any 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 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 any Participant, Beneficiary
or other person to be entitled to any particular tax consequences with respect
to the Plan, or any credit or distribution under the Plan.



 18
 









12.2         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 to 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 preempted by the laws of the
United States. Participation under the Plan will  not give any Participant the right to be retained in the service of the
Employer, or any right or claim to any benefit under the Plan unless
such right or claim has specifically accrued under the Plan.


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 is
greater than the rights of a general unsecured creditor of the Employer.


12.3         SPENDTHRIFT PROVISION. No amount
payable to a 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, contracts, liabilities, engagements or torts of
the person entitled thereto.  Further,
subject to Code section 409A, (i) the
withholding of taxes from Plan benefit payments, (ii) the recovery under
the Plan of overpayments of benefits previously made to a Participant or
Beneficiary, (iii) if applicable, the transfer of benefit rights from the Plan
to another plan, or (iv) the direct deposit of benefit payments to an account
in a banking institution (if not actually part of an arrangement constituting
an assignment or alienation) shall not be construed as an assignment or
alienation.


In the event that
any Participant’s or Beneficiary’s benefits under this Plan are garnished or
attached by order of any court, the Employer or the 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, subject
to Code section 409A, any benefits that
become payable shall be held as credits to the Participant’s or Beneficiary’s
Account or, if the Employer or the 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.


12.4         AGGREGATION OF EMPLOYERS. To the
extent required under Code section 409A, if the Employer is a member of a
controlled group of corporations or a group of trades or businesses under common control (as described in
Code sections 414(b) or (c)), all members of the group shall be treated
as single Employer under the Plan.



 19
 









12.5         TAX WITHHOLDING. All
distributions under the Plan are subject to any applicable tax withholding, as determined by the Employer in
its discretion. The Employer shall have the right to deduct from a
Participant’s Compensation that is not being deferred under this Plan any
federal, state, local or employment taxes which it deems are required by law to
be withheld with respect to any Compensation
Deferrals, vested Employer Contribution Credits or Plan distributions.  Subject to  Code section 409A, if necessary, the Employer may reduce the Participant’s
Compensation Deferrals in order to comply with this Section.


IN
WITNESS WHEREOF, the Employer has caused the Plan to be
executed and its seal to be affixed hereto, effective as of April 1, 2006.


	
  ATTEST/WITNESS:

  	
   

  	
   

  	
   

  	
  BRADFORD BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  	
   

  	
   

  
													



 


 



 20














BRADFORD BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


EXHIBIT A


ELIGIBLE EMPLOYEES AND SCHEDULED EMPLOYER CONTRIBUTIONS


1.             Dallas R. Arthur shall be an
Eligible Employee as of the Effective Date. Employer Contribution Credits shall be made to Mr. Arthur’s
Plan Account in the following amounts and in the following years:


 




	
  2006

  	
   

  	
  –

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  2007

  	
   

  	
  –

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  2008

  	
   

  	
  –

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  2009

  	
   

  	
  –

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  2010

  	
   

  	
  –

  	
   

  	
  $

  	
  20,000

  	
   

  






 


2.             David L. Costello, III shall be an
Eligible Employee as of the Effective Date. Employer Contribution Credits shall be made to Mr. Costello’s Plan
Account in the following amounts and
in the following years:


 




	
  2006

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2007

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2008

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2009

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2010

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2011

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2012

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2013

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2014

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2015

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  2016

  	
   

  	
  –

  	
   

  	
  $

  	
  12,000

  	
   

  






 















 


 


 


 


 


 


 


 


 


BRADFORD
BANK




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TRUST AGREEMENT


Effective April 1,
2006


 
















BRADFORD BANK


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


TRUST AGREEMENT


Effective as of April 1, 2006


TABLE OF CONTENTS


 


 


	
  

  	
   

  	
  ARTICLE
  1

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESTABLISHMENT
  OF TRUST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  TRUST DEPOSITS

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  IRREVOCABILITY

  	
   

  	
  1

  
	
  1.3

  	
   

  	
  GRANTOR TRUST

  	
   

  	
  1

  
	
  1.4

  	
   

  	
  TRUST ASSETS

  	
   

  	
  1

  
	
  1.5

  	
   

  	
  ACCEPTANCE OF TRUST

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  2

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAN AS
  PART OF TRUST AGREEMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  INCORPORATION BY REFERENCE

  	
   

  	
  2

  
	
  2.2

  	
   

  	
  BENEFIT PROVISIONS

  	
   

  	
  2

  
	
  2.3

  	
   

  	
  AMENDMENT OF PLAN

  	
   

  	
  2

  
	
  2.4

  	
   

  	
  SEPARATE PLAN ACCOUNTS

  	
   

  	
  2

  
	
  2.5

  	
   

  	
  CONFLICTS WITH TRUST

  	
   

  	
  2

  
	
  2.6

  	
   

  	
  TRUSTEE RELIANCE

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  3

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PAYMENTS
  OF PLAN PARTICPANTS AND BENEFICIARIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  PAYMENT SCHEDULE AND TAXES

  	
   

  	
  3

  
	
  3.2

  	
   

  	
  ENTITLEMENT TO BENEFITS

  	
   

  	
  3

  
	
  3.3

  	
   

  	
  PAYMENTS BY EMPLOYER

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  4

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRUSTEE
  RESPONSIBILITY WHEN EMPLOYER IS INSOLVENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  CESSATION OF PAYMENTS ON EMPLOYER INSOLVENCY

  	
   

  	
  3

  
	
  4.2

  	
   

  	
  CLAIMES OF CREDITORS

  	
   

  	
  3

  
	
  4.3

  	
   

  	
  RECOMMENCEMENT OF PAYMENTS

  	
   

  	
  4

  



 



 i
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  5

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PAYMENTS
  TO EMPLOYER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  PAYMENTS TO THE EMPLOYER

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  6

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INVESTMENT
  AUTHORITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  TRUSTEE AUTHORITY

  	
   

  	
  5

  
	
  6.2

  	
   

  	
  EMPLOYER AUTHORITY

  	
   

  	
  6

  
	
  6.3

  	
   

  	
  INDEMNIFICATION

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  7

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DISPOSITION
  OF INCOME

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  DISPOSITION OF INCOME

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  8

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCOUNTING
  BY TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  ACCOUNTING BY TRUSTEE

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  9

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RESPONSIBILITY
  OF THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  PRUDENT PERSON

  	
   

  	
  8

  
	
  9.2

  	
   

  	
  TRUSTEE INDEMNIFICATION

  	
   

  	
  8

  
	
  9.3

  	
   

  	
  LEGAL COUNSEL

  	
   

  	
  8

  
	
  9.4

  	
   

  	
  HIRING AGENTS

  	
   

  	
  8

  
	
  9.5

  	
   

  	
  TRUSTEE POWERS

  	
   

  	
  8

  
	
  9.6

  	
   

  	
  LIMITATION ON POWERS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  10

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FEES
  AND EXPENSES OF THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  TRUSTEE EXPENSES AND FEES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 ii
 









 


	
  

  	
   

  	
  ARTICLE
  11

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RESIGNATION
  AND REMOVAL OF THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  TRUSTEE RESIGNATION

  	
   

  	
  9

  
	
  11.2

  	
   

  	
  TRUSTEE REMOVAL

  	
   

  	
  9

  
	
  11.3

  	
   

  	
  TRANSFER OF ASSETS

  	
   

  	
  9

  
	
  11.4

  	
   

  	
  APPOINTMENT OF SUCCESSOR

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  12

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  APPOINTMENT
  OF SUCCESSOR

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  APPOINTMENT OF SUCCESSOR

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  13

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMENDMENT
  OR TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  AMENDMENT

  	
   

  	
  10

  
	
  13.2

  	
   

  	
  TERMINATION

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  14

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.1

  	
   

  	
  VALIDITY OF PROVISIONS

  	
   

  	
  10

  
	
  14.2

  	
   

  	
  NO ASSIGNMENT OF BENEFITS

  	
   

  	
  10

  
	
  14.3

  	
   

  	
  GOVERNING LAW

  	
   

  	
  10

  
	
  14.4

  	
   

  	
  SUCCESSOR AND ASSIGNS

  	
   

  	
  10

  
	
  14.5

  	
   

  	
  TRUSTEE’S SUCCESSORS

  	
   

  	
  10

  
	
  14.6

  	
   

  	
  ADDITIONAL PLANS

  	
   

  	
  10

  



 


 



 iii















BRADFORD
BANK


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


TRUST
AGREEMENT


RECITALS


THIS TRUST AGREEMENT is entered into as of April 1, 2006 by BRADFORD
BANK (the “Employer”), which sponsors the Bradford Bank Supplemental
Executive Retirement Plan (the “Plan”), and ________, a __________ (the “Trustee”).


The Employer has
established the Plan.  The Plan is
intended to be a “top hat plan” (i.e., an unfunded plan of deferred
compensation maintained for members of a select group of management or highly
compensated employees under sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974 (“ERISA”)).


The Employer
wishes to establish an irrevocable trust fund for the purpose of providing a
source from which to pay benefits under the Plan, the trust fund being subject
to the claims of the Employer’s creditors in the event of the Employer’s
bankruptcy or insolvency.  Contributions
to the trust fund shall be held by the Trustee and invested, reinvested and
distributed in accordance with the provisions of this Trust Agreement.


The Trust
established by this Trust Agreement is intended to be a “grantor trust,” with
the result that the corpus and income of the trust are treated for tax purposes
as assets and income of the Employer.


Accordingly, the
Employer and the Trustee, intending to be legally bound, declare and agree as
follows.


ARTICLE 1


ESTABLISHMENT
OF TRUST


1.1           TRUST DEPOSITS.  The Employer shall deposit with the Trustee,
in trust, certain funds, as required under the Plan, which funds shall be held,
administered and disposed of by the Trustee as provided in this Trust
Agreement.


1.2           IRREVOCABILITY.  The Trust shall be irrevocable.


1.3           GRANTOR TRUST.  The Trust is intended to be a grantor trust,
of which the Employer is the grantor, within the meaning of sub-part E, part I,
subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as
amended, and shall be construed accordingly.



 1
 









1 .4          TRUST ASSETS.  The principal of the Trust, and any earnings,
shall be held separate and apart from other funds of the Employer and shall be
used exclusively for the uses and purposes of the Plan and general insolvency
creditors of the Employer as set forth in this Trust Agreement.


1.5           ACCEPTANCE OF TRUST.  The Trustee accepts the Trust established
under this Trust Agreement, and it agrees to discharge and perform fully and
faithfully all of the duties and obligations imposed upon it under this Trust
Agreement.


ARTICLE 2


PLAN AS
PART OF TRUST AGREEMENT


2.1           INCORPORATION BY REFERENCE.  The Plan is expressly incorporated into this
Trust Agreement and made a part of this Trust Agreement with the same force and
effect as if the Plan had been fully set forth within this Trust
Agreement.  A copy of the Plan has been
delivered to the Trustee.  All terms
defined in the Plan shall have the same meanings when used in this Trust
Agreement unless expressly provided to the contrary.  The Employer shall deliver to the Trustee
copies of all amendments to the Plan made after the date of this Trust
Agreement.


2.2           BENEFIT PROVISIONS.  The terms of the Plan shall govern the
amount, form and timing of benefit payments under the Plan and a Plan
participant or beneficiary may make application for payment directly to the
Trustee.


2.3           AMENDMENT OF PLAN.  The incorporation of the Plan into this Trust
shall not affect the provisions of the Plan concerning the amendment or
termination of the Plan.


2.4           SEPARATE PLAN ACCOUNTS.  The Trustee shall establish and maintain
separate accounts within the Trust for each Participant in the Plan.  Each account will separately account for
deemed earnings and losses credited or debited to that account, and the
applicable deemed investments of that account.


2.5           CONFLICTS WITH TRUST.  If any provision of the Plan is inconsistent
with any provision of this Trust, the terms of this Trust shall control.


2.6           TRUSTEE RELIANCE.  Any direction received by the Trustee from
the Employer or its representatives concerning the Trustee’s receipt, holding,
disposition, investment, or other treatment of the assets of the Trust shall
conclusively be deemed to be in accordance with the terms of the applicable
Plan, and the Trustee shall be entitled to rely, and shall be held harmless by
the Employer in relying, on the propriety of the direction.



 2
 









ARTICLE 3


PAYMENTS
TO PLAN PARTICIPANTS AND BENEFICIARIES


3.1           PAYMENT SCHEDULE AND TAXES.  The Employer shall deliver to the Trustee a
schedule (the “Payment Schedule”) that indicates the amounts payable in respect
of the Plan participant upon his or her becoming entitled to receive a
distribution from the Plan and that provides the form in which the amounts are
to be paid (as provided for and available under the Plan) and the time of
commencement for the payment of the amounts. 
Except as otherwise provided in this Trust Agreement, the Trustee shall
make payments to the Plan participant or his or her beneficiaries in accordance
with the Payment Schedule.  The Trustee,
after consulting with the Employer, shall make provision for the reporting and
withholding of any federal, State or local taxes that may be required to be
withheld with respect to the payment of benefits pursuant to the terms of the
Plan and shall pay amounts withheld to the appropriate taxing authorities or
determine that the amounts have been reported, withheld and paid by the
Employer.


3.2           ENTITLEMENT TO BENEFITS.  The entitlement of the Plan participant or
his or her beneficiaries to benefits under the Plan shall be determined under
the terms of the Plan, and any claim for Plan benefits shall be considered and
reviewed under the procedures set out in the Plan.


3.3           PAYMENTS BY EMPLOYER.  The Employer may make payment of benefits
directly to the Plan participant or his or her beneficiaries as they become due
under the terms of the Plan.  The
Employer shall notify the Trustee of its decision to make payment of benefits
directly prior to the time amounts are payable to the Plan participant or his
or her beneficiaries.


ARTICLE 4


TRUSTEE
RESPONSIBILITY WHEN EMPLOYER IS INSOLVENT


4. 1          CESSATION OF PAYMENTS ON EMPLOYER
INSOLVENCY.  The Trustee shall cease
payment of benefits to participants and beneficiaries under the Plan if the
Employer is Insolvent.  The Employer
shall be considered “Insolvent” for purposes of this Trust Agreement if: (i)
the Employer is unable to pay its debts as they become due; or (ii) the
Employer is subject to a pending proceeding as a debtor under the United States
Bankruptcy Code.


4.2           CLAIMS OF CREDITORS.  At all times during the continuance of this
Trust, the principal and income of the Trust shall be subject to claims of
general creditors of the Employer under federal and state law as set forth
below.


(a)           The Board of Directors and the chief
executive officer of the Employer shall have the duty to inform the Trustee in
writing of the Employer’s Insolvency.  If
a person claiming to .be a creditor of the Employer alleges in writing to the
Trustee that the Employer has become Insolvent, the Trustee shall determine
whether the Employer is Insolvent and, pending a determination, the Trustee
shall discontinue payment of benefits to Plan participants and beneficiaries.



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(b)           Unless the Trustee has actual
knowledge of the Employer’s Insolvency, or has received notice from the
Employer or a person claiming to be a creditor alleging that the Employer is
Insolvent, the Trustee shall have no duty to inquire whether the Employer is
Insolvent.  The Trustee may in all events
rely on any evidence concerning the Employer’s solvency as may be furnished to
the Trustee and that provides the Trustee with a reasonable basis for making a
determination concerning the Employer’s solvency.


(c)           If at any time the Trustee has
determined that the Employer is Insolvent, the Trustee shall discontinue
payments to participants and beneficiaries of the Plan and shall hold the assets
of the Trust for the benefit of the Employer’s general creditors.  Nothing in this Trust Agreement shall in any
way diminish any rights of any participant or beneficiary of the Plan to pursue
his or her rights as a general creditor of the Employer with respect to
benefits due under the Plan or otherwise.


(d)           The Trustee shall resume the payment
of benefits to the Plan participants and beneficiaries in accordance with the
terms of this Trust Agreement only after the Trustee has determined that the
Employer is not Insolvent (or is no longer Insolvent).


(e)           Except as expressly provided in this
Trust Agreement, the Employer shall have no right or power to direct the
Trustee to return to the Employer or to divert to others any of the Trust
assets before all payments of benefits have been made to all participants and
beneficiaries of the Plan (or to the Employer, in the case of the inability to
locate a payee under the terms of a Plan) pursuant to the terms of the Plan.


(f)            If the Trustee makes payments from the
Trust for the benefit of the general creditors
of the Employer under this Section and assets remain in the Trust after a
payment of assets to the general creditors of the Employer under this
Section, each Plan participant’s allocable deemed interest in Trust assets
following cessation of payments to the general creditors of the Employer shall
equal the value of the aggregate assets of the Trust immediately following the
date the Trustee last makes a payment for the benefit of the Employer’s general
creditors multiplied by a fraction, the numerator of which is the value of the
participant’s account on the date the Trustee deems the Employer to be
Insolvent and ceases payments to the Plan participants and their beneficiaries
less payments made to or on behalf of the participant under the Plan since that
date (whether or not directly from the Trust) and the denominator of which is
the value of all Plan participants’ accounts on the date the Trustee deems the
Employer to be Insolvent and ceases payments to Plan participants and their
beneficiaries less the aggregate amount of payments made to or on behalf of all
participants under the Plan since that date (whether or not from the Trust).


4.3           RECOMMENCEMENT OF PAYMENTS.  If the Trustee discontinues payments from the
Trust to the participant or his or her beneficiaries pursuant to Section 4.1
and subsequently resumes payments, the first payments following the
discontinuance shall include the aggregate amount of all payments which would
have been made to the participant or his or her beneficiaries (together with
the deemed earnings or losses on the payments under the terms of the Plan) in
accordance with the Plan during the period of discontinuance, less the
aggregate amount of payments, if any, made to the participant or his or her
beneficiaries by the Employer in lieu of the payments provided for under this
Trust Agreement during any period of discontinuance.



 4
 









ARTICLE 5


PAYMENTS
TO EMPLOYER


5.1           PAYMENTS TO THE EMPLOYER.  Except as provided in this Trust Agreement or
in the Plan, the Employer shall have no right or power to direct the Trustee to
return to the Employer or to divert to others any of the Trust assets before
all payments of benefits have been made to Plan participants and beneficiaries
pursuant to the terms of the Plan.


ARTICLE 6


INVESTMENT
AUTHORITY


6.1           TRUSTEE AUTHORITY.  Except as provided in Section 6.2, all rights
associated with assets of the Trust shall
be exercised by the Trustee or the person designated by the Trustee, and
shall in no event be exercisable by or rest with any Plan participant or
beneficiary or the Employer.


The Trustee shall
have the following powers with respect to any and all monies, securities and
other assets at any time held by it and constituting part or all of the Trust,
those powers, subject to Section 6.2, to be exercised by it in its sole
discretion:


(a)           To purchase or subscribe for and
invest in any securities, but not including any
securities of the Trustee or any affiliate of the Trustee, and to retain those
securities in the Trust.  The term
“securities” shall be deemed to include, but not be limited to, common and
preferred stocks, mortgages, debentures, bonds, notes or other evidences of
indebtedness, and other forms of securities, including those issued by the
Employer or sold by employees participating under the Plan; provided, however,
that no stock, securities or evidence of indebtedness of said Employer or
employees shall be acquired by or held unless the Trustee is so directed by the
Employer.


The Trustee is authorized
to invest and reinvest all or a portion of the Trust in shares of any
open-ended investment fund or company, including but not limited to, any fund
or company which is managed by an affiliate of the Trustee.


(b)           To sell, transfer and convey for cash
or on credit, convert, redeem, exchange for other securities, or otherwise to
dispose of any securities at any time held by it.



 5
 









(c)           To exercise any conversion privilege
and/or subscription right available in connection with any securities at any
time held by it; to oppose or to consent to the reorganization, consolidation,
merger, or readjustment of the finances of any corporation, company or
association or to the sale, mortgage, pledge or lease of the property of any
corporation, company or association, or to the sale, mortgage, pledge or lease
of any of the securities which may at any time be held by it, and to do any act
with reference thereto, including the exercise of options, the making of
agreements or subscriptions and the payment of expenses, assessments or
subscriptions, which may be deemed necessary or advisable in connection
therewith, and to hold and retain any securities which it may so acquire.


(d)           To vote, personally or by general or
limited proxy, any securities which may be held by it at any time and,
similarly, to exercise, personally or by general or limited proxy, any right
appurtenant to any securities held by it at any time.


(e)           To register any securities held by it
hereunder in its own name or in the name of a nominee, or in any form
permitting title to pass by delivery, providing the records of the Trustee
shall clearly indicate the ownership of any asset of the Trust.


(f)            To make, execute and deliver any and
all mortgages, contracts, consents, waivers, releases or other instruments in
writing necessary or proper for the accomplishment of any of its powers.


(g)           To invest and reinvest all or any
portion of the Trust in units of participation in one or more common,
collective or commingled trust funds that may be established and maintained by
the Trustee or other trustee.  Any
common, collective or commingled trust fund may be specifically designated for
investment in guaranteed investment contracts.


(h)           To invest any part or all of the
Trust (including idle cash balances) in certificates of deposit, demand or time
deposits, savings accounts, money market accounts or similar investments of the
Trustee or of any affiliate of the Trustee, which bear a reasonable rate of
interest.


6.2           EMPLOYER AUTHORITY  The Employer shall have the right at any
time, and from time to time in its sole discretion, to direct the Trustee as to
the investment of the assets of the Trust (including directions that reflect
the deemed investment directions of Plan participants), to require the Trustee
to maintain separate accounts representing assets of the Trust which are
maintained for the purpose of providing benefits to particular participants and
beneficiaries of the Plan and/or to substitute assets of equal fair market
value for any asset held by the Trust. 
These rights are exercisable by the Employer in a non-fiduciary capacity
without the approval or consent of any person in a fiduciary capacity.  In addition, the Employer may, from time to
time and in its discretion, provide an investment and/or asset allocation
policy which the Trustee shall follow when making investment decisions
hereunder.  Whenever the Employer has
issued written instructions, the Trustee shall not be liable and shall be held
harmless and indemnified for any losses incurred by the Trust Fund caused by
the Trustee’s reliance thereon and the carrying out by the Trustee of the
instructions, including, but not limited to, losses as are actually realized
losses and losses in the nature of “lost investment opportunities”.



 6
 









6.3           INDEMNIFICATION.  If the Trustee invests any or all of the
Trust Fund pursuant to the directions of the Employer, the Employer agrees to
indemnify and hold harmless the Trustee from any claim of loss to the Trust
Fund arising out of the Trustee’s compliance with the Employer’s investment
directions.


ARTICLE 7


DISPOSITION
OF INCOME


7.1           DISPOSITION OF INCOME.  During the term of this Trust, all income
received by the Trust shall be accumulated and reinvested, and ultimately
distributed, as provided in this Trust Agreement and in the Plan.


ARTICLE 8


ACCOUNTING
BY TRUSTEE


8.1           ACCOUNTING BY TRUSTEE.  The Trustee shall keep accurate and detailed
records of all investments, receipts, disbursements, and all other transactions
required to be made, including any specific records as shall be agreed upon in
writing between the Employer and the Trustee. 
Within ninety (90) days following the close of each calendar year and
within ninety (90) days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Employer a written account of its administration
of the Trust during the year or during the period from the close of the last
preceding year to the date of the removal or resignation, setting forth all
investments, receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of the purchases or sales (accrued interest paid
or receivable being shown separately), and showing all cash, securities and
other property held in the Trust at the end of the year or as of the date of
removal or resignation, as the case may be.


If the Employer
directs the Trustee to perform separate recordkeeping with respect to assets of
the Trust attributable to each Plan participant’s proportionate interest in the
Plan, the proportionate interest shall be based on the amount of each
contribution to the Trust that the Employer specifies in writing to the Trustee
is attributable to the Plan account(s) of the Participant and for earnings or losses
of the Trust credited or debited, as applicable, to the Plan account(s) and
attributable to the performance of the investments of the Trust attributable to
the Plan account(s) (either based on each the participant’s proportionate
interest in the entire Trust fund or in separate investment funds established
under the Trust for participant investment direction).  In such a case, the Trustee periodically
shall deliver to the Employer a written account of its administration of the
Trust setting forth the value of each participant’s account(s) as of the
beginning and end of the period.  Trust
assets attributable to a Plan participant’s Plan account(s) shall be maintained
merely as book entries under a single Trust account maintained hereunder, and
no assets or funds shall be required to be paid to, held in or invested in any
separate Trust account apart from any other assets or funds of the Trust.



 7
 









ARTICLE 9


RESPONSIBILITY
OF THE TRUSTEE


9.1           PRUDENT PERSON.  The Trustee shall act with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims; provided,
however, that the Trustee shall incur no liability to any person for any action
taken pursuant to a direction, request or approval given by the Employer which
is contemplated by, and in conformity with, the terms of the Plan or this Trust
and is given in writing by the Employer. 
In the event of a dispute between the Employer and a party, the Trustee
may apply to a court of competent jurisdiction to resolve the dispute.


9.2           TRUSTEE INDEMNIFICATION.


(a)           If the Trustee undertakes or defends
any litigation arising in connection with this Trust, the Employer agrees to
indemnify the Trustee against the Trustee’s costs, expenses and liabilities
(including, without limitation, attorneys’ fees and expenses) relating thereto
and to be primarily liable for the payments. 
If the Employer does not pay these costs, expenses and liabilities in a
reasonable timely manner, the Trustee may obtain payment from the Trust.


(b)           The Employer agrees to hold harmless
and indemnify the Trustee, to the fullest extent permitted under applicable
law, for any and all liabilities of any kind incurred by the Trustee in
connection with the Plan and Trust (i) relating to periods of time prior to the
Trustee’s becoming Trustee or (ii) relating to periods of time while the
Trustee is Trustee, but not related to the Trustee’s negligence, willful
misconduct, or breach of its fiduciary duties.


9.3           LEGAL COUNSEL.  The Trustee may consult with legal counsel
(who may also be counsel for the Employer generally) with respect to any of its
duties or obligations hereunder.


9.4           HIRING AGENTS.  The Trustee may hire agents, accountants,
actuaries, investment advisors, financial consultants or other professionals to
assist it in performing any of its duties or obligations hereunder and rely
upon advice given by those professionals.


9.5           TRUSTEE POWERS.  The Trustee shall have, without exclusion,
all powers conferred on trustees by applicable law, unless expressly provided
otherwise in this Trust Agreement; provided, however, that if an insurance
policy is ever held as an asset of the Trust, the Trustee shall have no power
to name a beneficiary of the policy other than the Trust, to assign the policy
(as distinct from conversion of the policy to a different form) other than to a
successor trustee, or to loan to any person the proceeds of any borrowing
against the policy.


9.6           LIMITATION ON POWERS.  The Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of IRS Regulations Section 301.7701-2.



 8
 









ARTICLE
10


FEES AND
EXPENSES OF THE TRUSTEE


10.1         TRUSTEE EXPENSES AND FEES.  The Employer shall pay the Trustee’s fees and
expenses with respect to which the Trustee is entitled to compensation or
reimbursement.  If not so paid or if the Plan provides for the Trust’s
expenses, or any portion of those expenses, to be charged  against participants’ accounts, the fees and
expenses shall be paid from the Trust. 
If any fees or other expenses are paid from the Trust or if any
assets of the Trust are distributed from the Trust other than for purposes of
paying benefits under the Plan (e.g., are used to pay claims of the Employer’s
general insolvency creditors pursuant to Article 4), those fees, expenses or
other charges shall be charged against each Plan participant’s interest in the
Trust, pro rata based upon the relative value of each participant’s
interest in the Trust as of the Trust valuation date next preceding the
applicable payment or charge.


ARTICLE
11


RESIGNATION
AND REMOVAL OF THE TRUSTEE


11.1         TRUSTEE RESIGNATION.  The Trustee may resign at any time by thirty
(30) days advance written notice to the Employer.


11.2         TRUSTEE REMOVAL.  The Trustee may be removed by the Employer at
any time by written notice to the Trustee.


11.3         TRANSFER OF ASSETS.  Upon resignation or removal of the Trustee
and appointment of a successor trustee, all assets shall promptly be
transferred to the successor Trustee.


11.4         APPOINTMENT OF SUCCESSOR.  If the Trustee resigns or is removed, a
successor shall be appointed, in accordance with the following Section, by the
effective date of resignation or removal. 
If no appointment has been made, the Trustee may apply to a court of
competent jurisdiction for appointment of a successor or for instructions.  All expenses of the Trustee in connection
with the proceeding shall be allowed as administrative expenses of the Trust.


ARTICLE
12


APPOINTMENT
OF SUCCESSOR


12.1         APPOINTMENT OF SUCCESSOR.  If the Trustee resigns or is removed in
accordance with Article 11, the Employer may appoint any third party, such as a
bank trust department or other party that may be granted corporate trustee
powers under State law, as a successor to replace the Trustee upon resignation
or removal.  The appointment shall be
effective when accepted in writing by the new trustee, who shall have all of
the rights and powers of the former trustee, including ownership rights in the
Trust assets.  The former trustee shall
execute any instrument necessary or reasonably requested by the Employer or the
successor trustee to evidence the transfer.



 9
 









ARTICLE
13


AMENDMENT
OR TERMINATION


13.1         AMENDMENT.  This Trust Agreement may be amended by a
written instrument executed by the Trustee and the Employer.  No amendment shall conflict with the terms of
the Plan or shall make the Trust revocable after it has become irrevocable in
accordance herewith.


13.2         TERMINATION.  The Trust shall not terminate until the date
on which all Plan participants and beneficiaries no longer are entitled to
benefits pursuant to the terms of the Plan. 
Upon termination of the Trust, any assets remaining in the Trust shall
be returned to the Employer.


ARTICLE
14


MISCELLANEOUS


14.1         VALIDITY OF PROVISIONS.  Any provision of this Trust Agreement
prohibited by law shall be ineffective to the extent of any the prohibition, without
invalidating the remaining provisions of this Trust Agreement.


14.2         NO ASSIGNMENT OF BENEFITS.  Benefits payable to a Plan participant or
beneficiary under this Trust Agreement may not be anticipated, assigned (either
at law or in equity), alienated, pledged, encumbered or subjected to
attachment, garnishment, levy, execution or other legal or equitable process.


14.3         GOVERNING LAW.  This Trust Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland.


14.4         SUCCESSOR AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of the Employer and the Trustee and their respective
successors and assigns.


14.5         TRUSTEE’S SUCCESSORS.  Any corporation into which the Trustee may be
merged or with which it may be consolidated, or any corporation resulting from
any merger reorganization or consolidation to which the Trustee may be a party,
or any corporation to which all or substantially all of the trust business of
the Trustee may be  transferred,
shall be the successor of the Trustee hereunder without the execution or filing
of any instrument or the performance of any act.


14.6         ADDITIONAL PLANS.  The Employer may elect at any time, on
written notice to and with the consent of the Trustee, to utilize this Trust in
connection with other executive compensation plans maintained by the
Employer.  If the Employer makes this
election, the various provisions of this Trust Agreement shall be interpreted
to take into account the additional plan(s).



 10
 









IN
WITNESS WHEREOF, this Trust Agreement has been duly executed
by the parties hereto, effective as of April 1, 2006.


	
  ATTEST/WITNESS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BRADFORD BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
														



 


 



 11















BRADFORD
BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


INITIAL
TIMING AND FORM OF PAYMENT ELECTION FORM PARTICIPANT


INFORMATION
(Please Print in
Ink)


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 






 


I
elect to have my vested Plan Account paid as follows, subject to the applicable
terms of the Plan.  I understand that, as
provided in the Plan, if I fail to make
an affirmative election as to the form and timing of my vested Plan Account
distribution, my vested Plan Account will be paid in a lump sum after my
separation from service.


I  further understand that, if I  later
wish to change my election, the change
(i) may not accelerate the payment of
my vested Plan Account, (ii) must be made at
least 12 months prior to the scheduled distribution date, and (iii) must
postpone payment (or commencement of payments) for at least five years from the scheduled distribution date.


TIMING OF PAYMENT ELECTION


(Check one of (a), (b) or (c) and complete as desired)


 


	
  (a)

  	
   

  	
   

  	
   

  	
  Specified Event Date. Please
  distribute my vested Plan Account on the event/date checked below. (Check one

  
	
   

  	
   

  	
   

  	
   

  	
  of the following)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Separation from Service. I request
  that my entire vested Plan Account be paid (or commence to be

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  paid) 60 days following my Separation from Service
  with the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Initial Fixed Payment Date Election.
  I request that my vested Plan Account be paid on

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  _____________ (select a date which is no earlier
  than January 1st of the third calendar year after the

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  year in which you first begin to make deferrals).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 1
 









 


	
  (b)

  	
   

  	
   

  	
   

  	
  Earlier of Specified Events.
  Please distribute my vested Plan Account on the earliest to occur of the
  following

  
	
   

  	
   

  	
   

  	
   

  	
  checked events. (Check two or three of the
  following)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Separation from Service. I request
  that my entire vested Plan Account be paid (or commence to be

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  paid) 60 days following my Separation from Service
  with the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Initial Fixed Payment Date Election.
  I request that my vested Plan Account be paid on

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ____________ (select a date which is no earlier than
  January 1st of the third calendar year after the

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  year in which you first begin to make deferrals).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Change in Control Payment Date Election.
  I request that my vested Plan Account be paid 60 days

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  following a Change in Control of my Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  Later of Specified Events. Please
  distribute my vested Plan Account on the latest to occur of the following

  
	
   

  	
   

  	
   

  	
   

  	
  checked events. (Check two or three of the
  following)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Separation from Service. I request
  that my entire vested Plan Account be paid (or commence to be

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  paid) 60 days following my Separation from Service
  with the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Initial Fixed Payment Date Election.
  I request that my vested Plan Account be paid on (select a date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  which is no earlier than January 1” of the third
  calendar year after the year in which you first begin

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  to make deferrals).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Change in Control Payment Date Election.
  I request that my vested Plan Account be paid 60 days

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  following a Change in Control of my Employer.

  



 


FORM OF PAYMENT ELECTION


I request that my
Plan Account be paid (Check One):


             In
a Lump Sum Distribution


             In
Annual Installments Over (not to exceed 10) Years


I
understand that, notwithstanding my elections above, upon my death or
disability prior to the time distributions of my vested Plan Account begin, my
vested .Plan Account will be distributed in the form
of a lump sum 60 days following my death or disability.


	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Participant’s Signature

  



 



 2














BRADFORD
BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


SUBSEQUENT
TIMING AND FORM OF PAYMENT ELECTION FORM


Please Print in Ink:


PARTICIPANT INFORMATION


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone Number:

  	
   

  	
   

  



 






 


Complete Section I and/or
Section II, as desired:


I. Distribution Timing


(NOTE: do not complete
this portion if you already selected a Fixed Payment Date and do not want to
change that date.)


I
hereby elect to have the upcoming scheduled distribution of my vested Plan
Account (including deemed earnings and losses attributable to contributions
made by me or on my behalf) be delayed until. 
The date I have entered in the previous sentence is at least five years
from the scheduled distribution date, and I have completed and submitted this
Form at least 12 months prior to that scheduled distribution date.  I
understand that any distribution dale elected above may not be
accelerated and may be extended solely as permitted under the Plan.


Distribution Form


(NOTE: do not complete
this portion if you do not wish to change the form of distribution previously
elected.) (Check one)


             I
request that the form of distribution for amounts held in my vested Plan
Account under the Plan be made in annual installments over                  Years (not to exceed ten years).


             I
request that the form of distribution for amounts held in my vested Plan
Account under the Plan be made in a lump sum payment.


I
understand that this election is not effective unless made at least twelve (12)
months prior to the applicable distribution date, and that this election will
postpone commencement of payment
until five (5) years after the applicable distribution date.  I further understand that, notwithstanding my
elections above, upon my death or disability my vested Plan Account will be
distributed in the form of a lump sum sixty (60) days following my death or
disability.


	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Participant’s Signature

  



 











BRADFORD
BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


DEEMED
INVESTMENT ELECTION FORM


Please
Print in Ink:


PARTICIPANT INFORMATION


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone Number:

  	
   

  	
   

  



 






 


I
revoke any prior elections of deemed investment designations for the amounts
credited to my Plan account, and I elect the following deemed investments for
all amounts credited to my Plan account. 
This election shall become effective as soon as practicable, and is
subject to all of the terms of the Plan:


 


	
  

  	
   

  	
   

  	
  Deemed Investment Options

  	
   

  	
   

  	
   

  	
  Percentage of Account

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
	
  4.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
	
  5.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
	
  6.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
	
  7.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
	
  8.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
	
  9.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
	
  10.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
	
   

  	
   

  	
  Total

  	
   

  	
  100%

  	
   

  	
  (0% to 100%)

  	
   

  	
   

  
													



 


I realize that my
employer is not liable for any losses resulting from my selections indicated
above.  I realize that there may be a
reasonable administrative delay in processing any deemed investment directions
or transfers.  I acknowledge that I have
received and had a reasonable opportunity to review current prospectus(es) for
the fund(s) selected above.


	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Participant’s Signature

  



 











BRADFORD
BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


DESIGNATION
OF DEATH BENEFIT BENEFICIARY/IES,


Please Print in Ink:


PARTICIPANT INFORMATION:


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone Number:

  	
   

  	
   

  



 






 


I revoke any prior designations of death benefit
beneficiary/ies under the Bradford Bank Supplemental Executive Retirement Plan
(the “Plan’) and designate the
following beneficiary/ies to receive any benefit payable on account of my death
under the Plan, subject to my right to change this designation and subject to
the terms of the Plan.


A.            Primary
Beneficiary/ies


 


	
  Name, Address,

  Phone

  	
   

  	
  Relationship to

  Participant

  	
   

  	
  % of Plan Account

  	
   

  	
  Date of Birth

  	
   

  	
  Social Security

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B.            Contingent Beneficiary/ies
(Will receive indicated portions of Plan benefit if no Primary Beneficiary/ies
survive the participant)


 


	
  Name, Address,

  Phone

  	
   

  	
  Relationship to

  Participant

  	
   

  	
  % of Plan Account

  	
   

  	
  Date of Birth

  	
   

  	
  Social Security

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Participant’s Signature

  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 











BRADFORD BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


HARDSHIP DISTRIBUTION FORM


PARTICIPANT INFORMATION


	
  Participant Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Current Mailing Address:

  	
   

  	
   

  



 






 


I hereby request a hardship distribution from my vested Plan
account.  I am requesting the following
amount (which includes ordinary income taxes which are reasonably anticipated
to result from the hardship withdrawal if approved): $                               


I am
requesting a hardship distribution based on the following (Check One):


	
  

  	
   

  	
  Severe financial hardship to me resulting from an
  illness or accident affecting me, my spouse or one of my

  
	
   

  	
   

  	
  “dependents” as defined in section 152(a) of the
  Internal Revenue Code.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Severe financial hardship to me resulting from a
  loss of my property due to casualty.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Severe financial hardship to me resulting from other
  similar extraordinary and unforeseeable circumstances

  
	
   

  	
   

  	
  arising as a result of events beyond my control.               Explain:

  



 




	
  

  
	
   

  
	
   

  
	
   

  






 


 


I have attached appropriate supporting documentation.


I understand that I may receive a distribution only of the amount which
Bradford Bank or its designee  decides
is necessary to relieve my financial hardship (plus amounts necessary to pay
taxes reasonably anticipated as  a
result of the distribution), after taking into account the extent to which the
hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of my
assets (to the extent the liquidation of assets would not itself cause severe
financial hardship).


I also understand that a hardship distribution will be made only with the
consent of Bradford Bank or its
designee and only in accordance with Internal Revenue Code section 409A.


	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Participant’s Signature

  



 






 


FOR BRADFORD BANK USE ONLY:


o         Approved         o         Denied


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BRADFORD BANK

  
	
  Date

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Title: