Amendment to Director Supplemental Retirement Plan Agreements



 Exhibit 10.27 
  
 409A Amendment 
 to the 
 East Carolina Bank 
 Director Supplemental Retirement Plan Director Agreement for 
  
 East Carolina Bank (“Bank”) and             (“Director”) originally
entered into the East Carolina Bank Director Supplemental Retirement Plan Director Agreement (“Agreement”) on February 13, 2002. Pursuant to Subparagraph V (C) of the Agreement, the Bank and the Director hereby adopt this 409A
Amendment, effective January 1, 2005. 
  
 RECITALS 

  
 This Amendment is intended to bring the Agreement into
compliance with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Agreement shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the
following changes shall be made: 
  

	1.	 	Subparagraph I (H), “Change of Control”, shall be deleted in its entirety and replaced with the following Subparagraph I (H): 

  
 Change in Control: 
  
 “Change in Control” shall mean a change in ownership or control of
the Bank as defined in Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury Regulation. 
  

	2.	 	The following provision regarding “Separation from Service” distributions shall be added as a new subparagraph (K) under Section I, as follows:


  
 Separation from Service:
  
 Notwithstanding anything to the contrary in this Agreement, to the extent
that any benefit under this Agreement is payable upon a “Termination of Employment,” “Termination of Service,” or other event involving the Director’s cessation of services, such payment(s) shall not be made unless
such event constitutes a “Separation from Service” as defined in Treasury Regulations Section 1.409A-1(h). 
  

	3.	 	Subparagraph II (A), “Retirement Benefits”, shall be amended to insert the word “quarterly” after the word “paid” in the third sentence.


  

	4.	 	Subparagraph II (B), “Termination of Service”, shall be amended to insert the word “quarterly” after the word “paid” in the third sentence.


  

	5.	 	Subparagraph II (C), “Death”, shall be amended to insert the following sentence at the end of the Subparagraph: 

  
 Said payment due hereunder shall be made on the first day of the second
month following the death of the Director. 
  

	6.	 	Subparagraph II (E), “Disability Benefit”, shall be deleted in its entirety and replaced with the following Subparagraph II (E): 

  
 Disability Benefit: 
  
 In the event the Director becomes Disabled, as defined herein, the Director,
upon submission of written documentation and verification of Disability satisfactory to the Bank, shall receive one hundred percent (100%) of the benefit amount provided in Subparagraph II (A) above in the same form and with the same
timing, except that payments shall commence upon the Director’s attaining Normal Retirement Age. “Disability” shall mean Director: (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 (12) months; or (ii) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under
an accident and health plan covering directors of the Bank. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Bank, provided that
the definition of Disability applied under such Disability insurance program complies with the requirements of 








 
Section 409A. Upon the request of the Plan Administrator, the Director must submit proof to the Plan Administrator of Social Security
Administration’s or the provider’s determination. 
  

	7.	 	Subparagraph II (G), “Long Term Care Policy Option”, shall be deleted in its entirety and intentionally left blank. 

  

	8.	 	A new Subparagraph II (H) shall be added as follows: 

  
 Restriction on Timing of Distribution:
  
 Notwithstanding any provision of this Agreement to the contrary, distributions under this Agreement may not commence earlier than six (6) months
after the date of a Separation from Service (as described under the “Separation from Service” provision herein) if, pursuant to Internal Revenue Code Section 409A, the participant hereto is considered a “specified
employee” (under Internal Revenue Code Section 416(i)) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise. In the event a distribution is delayed pursuant to this Section, the
originally scheduled distribution shall be delayed for six (6) months, and shall commence instead on the first day of the seventh month following Separation from Service. If payments are scheduled to be made in installments, the first six
(6) months of installment payments shall be delayed, aggregated, and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is scheduled to be made in a lump
sum, the lump sum payment shall be delayed for six (6) months and instead be made on the first day of the seventh month. 
  

	9.	 	Section IV, “Change of Control”, shall be deleted in its entirety and replaced with the following Section IV: 

  
 CHANGE IN CONTROL 
  
 Upon a Change in Control (Subparagraph I [H]), the Director shall receive
the benefits promised in Subparagraph II (A) of this Director Plan in the same form and with the same timing, except that payments shall commence upon the Director’s attaining Normal Retirement Age. The Director will also remain eligible
for all promised death benefits in this Director Plan. In addition, no sale, merger, or consolidation of the Bank shall take place unless the new or surviving entity expressly acknowledges the obligations under this Director Plan and agrees to abide
by its terms. 
  

	10.	 	A new Subparagraph V (K) shall be added as follows: 

  
 Certain Accelerated Payments: 
  
 The Bank may make any accelerated distribution permissible under Treasury Regulation 1.409A-3(j)(4) to the Director of deferred amounts, provided that
such distribution(s) meets the requirements of Section 1.409A-3(j)(4). 
  

	11.	 	A new Subparagraph V (L) shall be added as follows: 

  
 Subsequent Changes to Time and Form of Payment: 
  
 The Bank may permit a subsequent change to the time and form of benefit distributions. Any such change shall be considered made only when it becomes
irrevocable under the terms of the Agreement. Any change will be considered irrevocable not later than thirty (30) days following acceptance of the change by the Plan Administrator, subject to the following rules: 
  

	 	(1)	 	the subsequent deferral election may not take effect until at least twelve (12) months after the date on which the election is made; 

  

	 	(2)	 	the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five
(5) years from the date such payment would otherwise have been paid; and 

  

	 	(3)	 	in the case of a payment made at a specified time, the election must be made not less than twelve (12) months before the date the payment is scheduled to be paid.


  
 Therefore, the foregoing changes are agreed to. 
  
  

					
	 For the Bank
	    	 	 	Director
			
	 Date                                       
                                         
                         
	    	 	 	Date                                       
                                         
                         

  

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