Exhibit 10.11


 


 


 


 


 


 


 


BRADFORD BANK

DIRECTOR VOLUNTARY DEFERRAL AND

SUPPLEMENTAL RETIREMENT PLAN


Effective as of January
1, 2006


 
















BRADFORD BANK

DIRECTOR VOLUNTARY DEFERRAL AND

SUPPLEMENTAL RETIREMENT PLAN


Effective as of January 1, 2006


TABLE OF CONTENTS


ARTICLE 1


DEFINITIONS


	
  1.1

  	
   

  	
  ACCOUNT

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  BENEFICIARY

  	
   

  	
  1

  
	
  1.3

  	
   

  	
  BENEFIT

  	
   

  	
  1

  
	
  1.4

  	
   

  	
  BOARD

  	
   

  	
  1

  
	
  1.5

  	
   

  	
  CHANGE IN CONTROL

  	
   

  	
  1

  
	
  1.6

  	
   

  	
  CODE

  	
   

  	
  1

  
	
  1.7

  	
   

  	
  COMPENSATION

  	
   

  	
  1

  
	
  1.8

  	
   

  	
  COMPENSATION DEFERRALS

  	
   

  	
  2

  
	
  1.9

  	
   

  	
  DESIGNATION DATE

  	
   

  	
  2

  
	
  1.10

  	
   

  	
  DIRECTOR

  	
   

  	
  2

  
	
  1.11

  	
   

  	
  DISABILITY

  	
   

  	
  2

  
	
  1.12

  	
   

  	
  EFFECTIVE DATE

  	
   

  	
  2

  
	
  1.13

  	
   

  	
  ELECTION FORM

  	
   

  	
  2

  
	
  1.14

  	
   

  	
  ELIGIBLE EMPLOYEE

  	
   

  	
  2

  
	
  1.15

  	
   

  	
  EMPLOYER

  	
   

  	
  2

  
	
  1.16

  	
   

  	
  ENTRY DATE

  	
   

  	
  2

  
	
  1.17

  	
   

  	
  PARTICIPANT

  	
   

  	
  2

  
	
  1.18

  	
   

  	
  PLAN

  	
   

  	
  2

  
	
  1.19

  	
   

  	
  PLAN YEAR

  	
   

  	
  2

  
	
  1.20

  	
   

  	
  SEPARATION FROM SERVICE

  	
   

  	
  2

  
	
  1.21

  	
   

  	
  TRUST

  	
   

  	
  2

  
	
  1.22

  	
   

  	
  TRUSTEE

  	
   

  	
  2

  
	
  1.23

  	
   

  	
  VALUATION DATE

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  2

  	
   

  	
   

  
	
  ELIGIBILITY
  AND PARTICIPATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  REQUIREMENTS

  	
   

  	
  3

  
	
  2.2

  	
   

  	
  RE-EMPLOYMENT

  	
   

  	
  3

  
	
  2.3

  	
   

  	
  CHANGE OF EMPLOYMENT CATEGORY

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
   

  	
   

  
	
  CONTRIBUTIONS
  AND CREDITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  PARTICIPANT COMPENSATION DEFERRALS

  	
   

  	
  3

  
	
  3.2

  	
   

  	
  BENEFIT

  	
   

  	
  4

  
	
  3.3

  	
   

  	
  CONTRIBUTION TO THE TRUST

  	
   

  	
  4

  



 



   
 









ARTICLE 4


ALLOCATION
OF FUNDS


	
  4.1

  	
   

  	
  ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS

  	
   

  	
  4

  
	
  4.2

  	
   

  	
  ACCOUNTING FOR DISTRIBUTIONS

  	
   

  	
  4

  
	
  4.3

  	
   

  	
  SEPARATE ACCOUNTS

  	
   

  	
  5

  
	
  4.4

  	
   

  	
  INTERIM VALUATIONS

  	
   

  	
  5

  
	
  4.5

  	
   

  	
  DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS

  	
   

  	
  5

  
	
  4.6

  	
   

  	
  EXPENSES AND TAXES

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  5

  	
   

  	
   

  
	
  ENTITLEMENT
  TO BENEFITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  PAYMENT DATES

  	
   

  	
  6

  
	
  5.2

  	
   

  	
  UNFORESEEABLE EMERGENCY DISTRIBUTIONS

  	
   

  	
  6

  
	
  5.3

  	
   

  	
  DEATH; DISABILITY

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  	
   

  	
   

  
	
  DISTRIBUTION
  OF BENEFITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  AMOUNT

  	
   

  	
  7

  
	
  6.2

  	
   

  	
  METHOD OF PAYMENT

  	
   

  	
  7

  
	
  6.3

  	
   

  	
  ACCELERATIONS

  	
   

  	
  8

  
	
  6.4

  	
   

  	
  DEATH OR DISABILITY DISTRIBUTIONS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  7

  	
   

  	
   

  
	
  BENEFICIARIES;
  PARTICIPANT DATA

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  DESIGNATION OF BENEFICIARIES

  	
   

  	
  8

  
	
  7.2

  	
   

  	
  INFORMATION TO BE FURNISHED BY PARTICIPANTS AND

  	
   

  	
   

  
	
   

  	
   

  	
  BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR

  	
   

  	
   

  
	
   

  	
   

  	
  BENEFICIARIES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  8

  	
   

  	
   

  
	
  ADMINISTRATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  ADMINISTRATIVE AUTHORITY

  	
   

  	
  9

  
	
  8.2

  	
   

  	
  LITIGATION

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  9

  	
   

  	
   

  
	
  AMENDMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  RIGHT TO AMEND

  	
   

  	
  10

  
	
  9.2

  	
   

  	
  AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  10

  	
   

  	
   

  
	
  TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  EMPLOYER’S RIGHT TO TERMINATE OR SUSPEND PLAN

  	
   

  	
  10

  
	
  10.2

  	
   

  	
  AUTOMATIC TERMINATION OF PLAN

  	
   

  	
  10

  
	
  10.3

  	
   

  	
  SUSPENSION OF DEFERRALS

  	
   

  	
  10

  



 



 ii
 









 


	
  10.4

  	
   

  	
  ALLOCATION AND DISTRIBUTION

  	
   

  	
  11

  
	
  10.5

  	
   

  	
  SUCCESSOR TO EMPLOYER

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  11

  	
   

  	
   

  
	
  THE
  TRUST

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  ESTABLISHMENT OF TRUST

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  12

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  LIABILITY OF EMPLOYER; LIMITATIONS ON LIABILITY OF
  EMPLOYER

  	
   

  	
   

  
	
   

  	
   

  	
  OR EMPLOYER

  	
   

  	
  11

  
	
  12.2

  	
   

  	
  CONSTRUCTION

  	
   

  	
  12

  
	
  12.3

  	
   

  	
  SPENDTHRIFT PROVISION

  	
   

  	
  12

  
	
  12.4

  	
   

  	
  AGGREGATION OF EMPLOYERS

  	
   

  	
  12

  
	
  12.5

  	
   

  	
  TAX WITHHOLDING

  	
   

  	
  13

  



 



 iii















BRADFORD BANK

DIRECTOR VOLUNTARY DEFERRAL AND

SUPPLEMENTAL RETIREMENT PLAN


Effective as of January 1, 2006


RECITALS


This Bradford Bank Director Voluntary Deferral and
Supplemental Retirement Plan (the “Plan”) is adopted by Bradford Bank (the “Employer”),
a for-profit entity, for the benefit of the Employer’s
Directors.  The purpose of the Plan is to
offer the Employer’s directors 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 may credit certain amounts on behalf of a participant.  The Plan is intended to comply with the
requirements of Code section 409A.


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


ARTICLE
1


DEFINITIONS


1.1          ACCOUNT means the balance credited to a Participant’s or Beneficiary’s Plan
account, including amounts credited due to the Participant’s Compensation
Deferrals and deemed income, gains and
losses (as determined by the Employer, in its discretion) credited to the
Account.  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          BENEFIT means a Participant’s benefit as described in Section 3.2.


1.4          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.


1.5          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).


1.6          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.


1.7          COMPENSATION means the total current cash remuneration
paid by the Employer to an Eligible Employee in the form of Director’s fees
(including committee fees and meeting fees) with respect to his or her service
for the Employer as a Director.


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
 









1.10        DIRECTOR means a member of the Employer’s Board of Directors.


1.11        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).


1.12        EFFECTIVE DATE means the effective date of this Plan,
January 1, 2006.


1.13        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.


1.14        ELIGIBLE EMPLOYEE means any person who is a Director of the
Employer.


1.15        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.


1.16        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.


1.17        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 Director who is or may become (or whose Beneficiaries may
become) eligible to receive a benefit under the Plan.


1.18        PLAN means this Bradford Bank Director Voluntary Deferral and Supplemental
Retirement Plan, as amended from time to time.


1.19        PLAN YEAR means the twelve (12) month period ending on
the December 31 of each year during which the Plan is in effect.


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


1.21        TRUST means the Trust described in Article 11.


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


1.23        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.



 2
 









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.


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.


2.2          RE-EMPLOYMENT. Subject to Code section 409A, if a
Participant whose Director status with the Employer is terminated subsequently
becomes a  Director, 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
ceases to be a Director, he or she shall not be eligible to make Compensation
Deferrals.


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
31 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.


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
Account of the deferring Participant.



 3
 









There shall be established and maintained a separate
Plan 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 Account.


3.2          BENEFIT. In addition to any amounts to which the Participant is entitled under
his or her Account, the Participant shall be entitled to a Benefit as set forth
on Exhibit A. A Participant’s Benefit shall
be funded exclusively by the Employer. Each Participant shall vest in his or
her Benefit as determined by the Employer in its discretion.


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 Section 3.1 and
in any amounts estimated as necessary to fund the  Benefit under the Plan. 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 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 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 Account will be credited or debited
to reflect. the. Participant’s deemed investments
of the Trust. The Participant’s Plan 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 Account since the preceding Valuation Date shall be allocated
among all Participants’ Accounts deemed to be invested in that investment
option in accordance with the ratio which the portion of the 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 Account. The amount of the distribution shall first be charged
against the investments of the Trust in which the Participant’s 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 Account is
deemed to be invested.



 4
 









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.
Each 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 Account as of any
date on which distributions are to be made differs materially from the
value of the Participant’s 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 Account so
that the 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
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 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 Participants 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
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, lathe 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.


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



 5
 









(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 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 time the Participant makes his or her. initial. Compensation Deferral
election, 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).


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 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
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 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. 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 



 6
 









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.


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. In addition, a Participant (or his or her
Beneficiary) shall become entitled to receive on the date(s) and in the manner determined in accordance with Exhibit A, a
distribution (or commencement of distributions) in an aggregate amount
equal to the Participant’s vested Benefit. 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. If a Participant
fails to designate properly the manner of payment of the Participant’s Account
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 Account 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) with respect to payment of his or her Account 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.



 7
 









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 DISTRIBUTIONS. If a Participant dies or becomes Disabled
before incurring a Separation from Service and before the commencement of
payments from the Participant’s Account 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 from the  Participant’s
Account 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 to the person or persons designated in accordance with Section
7.1.


Notwithstanding the preceding, if a Participant
entitled to a distribution of his or her Benefit under the Plan dies before all
installment payments of his or her Benefit are paid, the Participant’s
designated Beneficiary will receive, in a cash lump sum on the date of the
Participant’s death (or as soon as administratively feasible thereafter), an
amount equal to the then-present value of the unpaid payments (as determined by
the Employer).


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.



 8
 









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 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.


(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.



 9
 









(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.


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 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
 









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.


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.



 11
 









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.



 12
 









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 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.
caused the Plan to be executed and its seal to be affixed hereto,
effective as of January 1, 2006.


	
  ATTEST/WITNESS:

  	
   

  	
  BRADFORD BANK

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print:

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 



 13














BRADFORD
BANK


DIRECTOR
VOLUNTARY DEFERRAL AND


SUPPLEMENTAL RETIREMENT PLAN


EXHIBIT A


1.             Directors with at least ten years of Director service
for the Employer (as determined by the Employer), but less than 15 years of
Director service for the Employer, will
receive annual payments, for ten years beginning at the later of the Director’s
Separation from Service with the Employer or the attainment of age 65,
equal to 22.5% of their final year’s Director fees from the Employer.


2.              Directors with at least 15 years of Director service
for the Employer, but less than 20 years of Director service for the Employer,
will receive annual payments, for ten years
beginning at the later of the Director’s Separation From Service with the
Employer or the attainment of age 65, equal to 33.75% of their final
year’s Director fees from the Employer.


3.              Directors with at least 20 years of Director service
for the Employer will receive annual payments, for ten years beginning at the
later of the Director’s Separation from
Service with the Employer or the attainment of age 65, equal to 45% of their
final year’s Director fees from the Employer.















BRADFORD BANK

DIRECTOR VOLUNTARY DEFERRAL AND SUPPLEMENTAL RETIREMENT PLAN

TRUST AGREEMENT


Effective
January 1, 2006


 
















BRADFORD BANK

DIRECTOR VOLUNTARY DEFERRAL AND SUPPLEMENTAL RETIREMENT PLAN

TRUST AGREEMENT

Effective January 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

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  2

  	
   

  	
   

  
	
  PLAN AS
  PART OF TRUST AGREEMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
  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
  TO PLAN PARTICIPANTS AND BENEFICIARIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  PAYMENT SCHEDULE AND TAXES

  	
   

  	
  2

  
	
  3.2

  	
   

  	
  ENTITLEMENT TO BENEFITS

  	
   

  	
  2

  
	
  3.3

  	
   

  	
  PAYMENTS BY EMPLOYER

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  4

  	
   

  	
   

  
	
  TRUSTEE
  RESPONSIBILITY WHEN EMPLOYER IS INSOLVENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  CESSATION OF PAYMENTS ON EMPLOYER INSOLVENCY

  	
   

  	
  3

  
	
  4.2

  	
   

  	
  CLAIMS OF CREDITORS

  	
   

  	
  3

  
	
  4.3

  	
   

  	
  RECOMMENCEMENT OF PAYMENTS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  5

  	
   

  	
   

  
	
  PAYMENTS
  TO EMPLOYER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  PAYMENTS TO THE EMPLOYER

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  	
   

  	
   

  
	
  INVESTMENT
  AUTHORITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  TRUSTEE AUTHORITY

  	
   

  	
  4

  
	
  6.2

  	
   

  	
  EMPLOYER AUTHORITY

  	
   

  	
  5

  
	
  6.3

  	
   

  	
  INDEMNIFICATION

  	
   

  	
  5

  



 



 i
 









 


	
  

  	
   

  	
  ARTICLE 7

  	
   

  	
   

  
	
   

  	
   

  	
  DISPOSITION
  OF INCOME

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  DISPOSITION OF ENTCOME

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  8

  	
   

  	
   

  
	
   

  	
   

  	
  ACCOUNTING
  BY TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  ACCOUNTING BY TRUSTEE

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  9

  	
   

  	
   

  
	
   

  	
   

  	
  RESPONSIBILITY
  OF THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  PRUDENT PERSON

  	
   

  	
  6

  
	
  9.2

  	
   

  	
  TRUSTEE INDEMNIFICATION

  	
   

  	
  6

  
	
  9.3

  	
   

  	
  LEGAL COUNSEL

  	
   

  	
  7

  
	
  9.4

  	
   

  	
  HIRING AGENTS

  	
   

  	
  7

  
	
  9.5

  	
   

  	
  TRUSTEE POWERS

  	
   

  	
  7

  
	
  9.6

  	
   

  	
  LIMITATION ON POWERS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  10

  	
   

  	
   

  
	
   

  	
   

  	
  FEES
  AND EXPENSES OF THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  TRUSTEE EXPENSES AND FEES

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  11

  	
   

  	
   

  
	
   

  	
   

  	
  RESIGNATION
  AND REMOVAL OF THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  TRUSTEE RESIGNATION

  	
   

  	
  7

  
	
  11.2

  	
   

  	
  TRUSTEE REMOVAL

  	
   

  	
  7

  
	
  11.3

  	
   

  	
  TRANSFER OF ASSETS

  	
   

  	
  7

  
	
  11.4

  	
   

  	
  APPOINTMENT OF SUCCESSOR

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  12

  	
   

  	
   

  
	
   

  	
   

  	
  APPOINTMENT
  OF SUCCESSOR

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  APPOINTMENT OF SUCCESSOR

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  13

  	
   

  	
   

  
	
   

  	
   

  	
  AMENDMENT
  OR TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  AMENDMENT

  	
   

  	
  8

  
	
  13.2

  	
   

  	
  TERMINATION

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  14

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Izi.l

  	
   

  	
  VALIDITY OF PROVISIONS

  	
   

  	
  8

  
	
  14.2

  	
   

  	
  NO ASSIGNMENT OF BENEFITS

  	
   

  	
  8

  
	
  14.3

  	
   

  	
  GOVERNING LAW

  	
   

  	
  8

  
	
  14.4

  	
   

  	
  SUCCESSOR AND ASSIGNS

  	
   

  	
  8

  
	
  14.5

  	
   

  	
  TRUSTEE’S SUCCESSORS

  	
   

  	
  8

  
	
  14.6

  	
   

  	
  ADDITIONAL PLANS

  	
   

  	
  9

  



 



 ii















BRADFORD
BANK


DIRECTOR
VOLUNTARY DEFERRAL AND SUPPLEMENTAL RETIREMENT PLAN


TRUST AGREEMENT




RECITALS


THIS
TRUST AGREEMENT is
entered into, on January 1, 2006 by BRADFORD BANK  (the “Employer”), which sponsors the Bradford
Bank Director Voluntary Deferral and Supplemental Retirement Plan (the “Plan”),
and                               ,
a                              (the
“Trustee”).


The Employer has established
the Plan.


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.


1.4          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.



 1
 









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.


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.



 2
 









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.


(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).



 3
 









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.


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.



 4
 









(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”.


6.3          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.



 5
 









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.


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.



 6
 









(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.


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.



 7
 









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.


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.



 8
 









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).


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


	
  

  ATTEST/WITNESS:

  	
   

  	
  BRADFORD BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 



 9














BRADFORD BANK

BOARD OF DIRECTORS RESOLUTIONS


The undersigned Secretary of
Bradford Bank (the “Bank”) hereby certifies that the following Resolutions were duly adopted by action of the Board of
Directors of the Bank on ______________, 2006


WHEREAS, effective January 1, 2006, the Bank wishes
to adopt the Bradford Bank Director Voluntary Deferral and Supplemental
Retirement Plan (the “Plan”) to provide certain directors with an opportunity
to defer some portion or all of their director fees and to provide a retirement
supplement to certain directors; and


WHEREAS, effective January 1, 2006, the Bank wishes
to adopt the Bradford Bank Director Voluntary Deferral and Supplemental
Retirement Plan Trust (the “Trust”).


THEREFORE, be it:


RESOLVED, that the Plan and the Trust are adopted in
the forms presented to this Board; and be it further


RESOLVED, that the proper officers of the Bank hereby
are authorized and directed to execute the Plan and the Trust and to take such further actions and to execute such
further documents as they may deem advisable or desirable for purposes of
adopting and implementing the Plan and announcing the same to affected parties;
and be it further


RESOLVED, that the Plan and the Trust are subject to
such further amendments as, in the judgment of the proper officers of the Bank,
may be necessary or desirable to maintain the Plan’s and the Trust’s compliance
with the provisions of applicable law, and any such further amendments may be
made without further action by this Board and may be made retroactively
effective if necessary or appropriate.


	
  Date:

  	
   

  	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  












BRADFORD BANK

DIRECTOR VOLUNTARY DEFERRAL

AND

SUPPLEMENTAL RETIREMENT PLAN


DIRECTOR
FEE REDUCTION ELECTION FORM


For Base
Salary Earned During the 20___ Calendar Year


Deadline for Completion: December
31, 20__


PARTICIPANT
INFORMATION (Please Print in Ink):


	
  Name:

  	
  

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone Number:

  	
   

  	
   

  



 






	
  I.

  	
   

  	
   

  	
  This election applies-to committee fee and/or
  meeting fee deferrals (check one)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  committee fees only;

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  meeting fees only;

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  both committee and meeting fees.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.

  	
   

  	
   

  	
   

  	
  Director Fee Deferral

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Choose any whole percentage from 0%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  to 100% or any whole dollar amount):

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



I elect to reduce my
director fees by the percentage(s) and/or amount(s) indicated above. I
understand that this Director Fee Reduction Election is subject to all of the
applicable terms of the Plan, including the requirement that I may not change the election once made. I acknowledge
that the reduction election, if any, will continue until the last day of the above-indicated calendar year. I
acknowledge (a) that my Plan benefits are subject to the claims of the Employer’s creditors should the Employer
become bankrupt or insolvent, and (b) that a copy of the Plan document and related Trust Agreement are available to me
upon request.


	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Participant’s Signature

  



 


NOTE:               If
you are a submitting this Form for the first time, you must also complete an
Initial Form and Timing of Payment
          Election Form (if you have not
already submitted one).


 















BRADFORD BANK

DIRECTOR VOLUNTARY DEFERRAL

AND

SUPPLEMENTAL 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 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.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  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).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  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 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.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  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 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

  












BRADFORD BANK

DIRECTOR VOLUNTARY DEFERRAL

AND SUPPLEMENTAL RETIREMENT PLAN


SUBSEQUENT TIMING AND FORM OF PAYMENT ELECTION FORM


PARTICIPANT
INFORMATION (Please Print in Ink):


	
  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 date elected above may
not be accelerated and may be extended solely as permitted under the
Plan.


II.            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 prior to the
time distributions of my Plan Account begin and prior to my Separation from
Service from the Employer 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

DIRECTOR VOLUNTARY DEFERRAL

AND

SUPPLEMENTAL RETIREMENT PLAN


DEEMED INVESTMENT ELECTION
FORM


PARTICIPANT
INFORMATION (Please Print in Ink):


	
  Name:

  	
  

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone Number:

  	
   

  	
   

  



 






I revoke any
prior elections of deemed investments 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%

  	
   

  



 


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

DIRECTOR VOLUNTARY DEFERRAL

AND SUPPLEMENTAL RETIREMENT PLAN


DESIGNATION OF DEATH BENEFIT BENEFICIARY/IES


PARTICIPANT
INFORMATION (Please Print in Ink):


	
  Name:

  	
  

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone Number:

  	
   

  	
   

  



 






I revoke any prior designations ‘of death  benefit beneficiary/ies
under the. Bradford Bank Director
Voluntary Deferral and Supplemental 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

DIRECTOR VOLUNTARY DEFERRAL

AND SUPPLEMENTAL RETIREMENT PLAN


HARDSHIP DISTRIBUTION FORM


PARTICIPANT
INFORMATION (Please Print in Ink):


	
  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.


	
   

  	
   

  	
   

  
	
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FOR
BRADFORD BANK USE ONLY:


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