Amended and Restated Employmee Retirement Plan



 Exhibit 10.1 
 BRYN MAWR BANK CORPORATION 
 SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN 
 (As Amended and Restated Effective January 1, 2009) 
 This is the BRYN MAWR BANK CORPORATION SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN (the “SERP”), covering the eligible employees of Bryn Mawr Bank Corporation and such of its Affiliates as have adopted the SERP
for their eligible employees, as amended and restated effective January 1, 2009 to reflect the cessation of the accrual of further benefits hereunder as of March 31, 2008 and to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended. 
 ARTICLE I 
 DEFINITIONS 
 The following words and phrases as used herein have the
following meanings unless a different meaning is plainly required by the context: 
 1.1 “Administrator” means the person or
committee, appointed by the Board of Directors, that shall be responsible for administering the SERP. 
 1.2 “Affiliate”
means a corporation of which the Corporation controls, directly or indirectly, at least 50 percent of the total combined voting power of all classes of stock. 
 1.3 “Beneficiary” means the surviving spouse or other person, persons or trust designed by a Participant as direct or contingent beneficiary under the Pension Plan. 
 1.4 “Board of Directors” means the Board of Directors of Bryn Mawr Bank Corporation. 
 1.5 “Bonus” means an amount payable to an Executive that is not part of the Executive’s base salary and that is payable at the
direction of a Participating Employer’s Board of Directors or in accordance with a Participating Employer’s bonus program. 
 1.6
“Bonus Deferral” means the amount of a Bonus that a participant elects to defer until retirement or separation from service in accordance with the terms of the Deferred Bonus Plan. 
 1.7 “Code” means, collectively, the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

 1.8 “Corporation” means Bryn Mawr Bank Corporation. 
 1.9 “Deferred Bonus Plan” means the Deferred Bonus Plan for Executives of Bryn Mawr Bank Corporation, as amended from time to time.








 1.10 “Effective Date” means January 1, 1989. The effective date of this amendment
and restatement of the SERP is January 1, 2009. 
 1.11 “Employee” means any individual who is employed by a
Participating Employer. 
 1.12 “Executive” means an Employee who is eligible to and has elected to participate in the
Deferred Bonus Plan. 
 1.13 “Participant” means an Employee who has met the eligibility requirements set forth in
Article II, or a former Employee who is entitled to benefits under the SERP. 
 1.14 “Participating Employer” means the
Corporation and each Affiliate that has elected to participate in the Plan. 
 1.15 “Pension Plan” means the Bryn Mawr Bank
Corporation Pension Plan, as amended. 
 1.16 “Separation from Service” means, with respect to a Participant, his or her
“separation from service,” within the meaning of Section 409A of the Code from the Participating Employer of the Participant. To the extent required by the definition of “separation from service” under Section 409A of
the Code, “Separation from Service” shall mean a Participant’s separation from service (as so defined) from both the Company and all Affiliates 
 1.17 “Specified Employee” means an individual who is a “specified employee” with respect to his or her Participating Employer within the meaning of Section 409A of the Code. 

ARTICLE II 
 ELIGIBILITY

 2.1 Eligible Employees. Except as provided in Section 2.2, an Employee shall be eligible for a benefit under the SERP
if: 
 2.1.1 the Employee’s benefit under the Pension Plan is limited by the restrictions of Code section 415, which limits the
maximum permissible annual benefits, or by the restrictions of Code section 401(a)(17), which limits the maximum annual compensation of an Employee that may be taken into account for purposes of the Pension Plan; or 
 2.1.2 the Employee made a Bonus Deferral under the Deferred Bonus Plan. 
 2.2 Ineligible Employees. The following Employees shall be ineligible for a benefit under this SERP: 
 2.2.1 Employees who terminated employment with the Corporation and its Affiliates before January 1, 1989; 
 2.2.2 Employees
who terminated employment with the Corporation and its Affiliates before being 100 percent vested in an accrued benefit under the Pension Plan; and 
  

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 2.2.3 Employees who terminated employment with the Corporation and its Affiliates before the earliest to
occur of their “Normal Retirement Date,” “Early Retirement Date,” “Total and Permanent Disability” (as such terms are defined in the Pension Plan) or death, whether or not such an Employee is entitled to a deferred
vested benefit under the Pension Plan. 
 ARTICLE III 
 BENEFITS 
 3.1 Annual Benefit. The annual benefit to which a
Participant or his Beneficiary shall be entitled under the SERP is the excess, if any, of: 
 3.1.1 the annual benefit that would have been
paid to such Participant or his Beneficiary under the Pension Plan, if the Participant’s benefit under the Pension Plan were calculated as of March 31, 2008, without taking into account any service completed or compensation received
thereafter: 
 3.1.1.1 without regard to the limitations of Code section 415 on maximum annual benefits; 
 3.1.1.2 without regard to the limitation of Code section 401(a)(17) on maximum annual compensation; and 
 3.1.1.3 by including within the term “Compensation” (as defined in Section 1.12.1 of the Pension Plan) bonus amounts paid with respect to
1997 or later years and which were deferred pursuant to the Deferred Bonus Plan; over 
 3.1.2 the annual benefit that is actually paid to
such Participant or his Beneficiary under the Pension Plan. 
 3.1.3 Notwithstanding any other provision of this SERP to the contrary,
effective January 1, 2000, any Secretary of Bryn Mawr Bank Corporation or Vice Chairman and Secretary of the Bryn Mawr Trust Company, who terminates employment before March 1, 2001, shall have such benefit calculated including any amount
deferred pursuant to the Deferred Bonus Plan during 1996 (relating to a bonus awarded for the 1995 calendar year). 
 3.2 Payment of
Benefits. The method and timing of a Participant’s benefit payments (or those of his Beneficiary) under the SERP shall be determined in accordance with this Section 3.2. 
 3.2.1 The method and timing of a Participant’s benefit payments (or those of his or her Beneficiary) under the SERP commencing prior to
January 1, 2009, or those of a Participant who has not accrued any further benefits under the SERP after December 31, 2004, shall be identical to the manner in which such Participant’s benefits are provided under the Pension Plan, and
shall end at the same time all payments to the Participant and his or her Beneficiary under the Pension Plan end. 
  

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 3.2.2 In the case of benefit payments under the SERP with respect to a Participant not described in
Section 3.2.1 above, payments shall commence on the later of (a) January 1, 2009, or (b) the earliest date on which such benefit payments could commence (or could have commenced) under the Pension Plan, whether or not the
commencement of benefit payments under the Pension Plan has (or had) been deferred; provided that in no event may benefit payments under the SERP commence prior to a Participant’s Separation from Service. The method of payment under the SERP
with respect to a Participant shall be a single life annuity for the life of the Participant, or for the life of the Beneficiary as the case may be, or any other annuity form of payment elected by the Participant or Beneficiary that is available
under the Pension Plan and is actuarially equivalent to the single life annuity form of payment, applying reasonable actuarial methods and assumptions. 
 3.2.3 Notwithstanding Section 3.2.2, in no event shall benefits payable to a Participant who is a Specified Employee as of the date of his or her Separation from Service commence, on account of Separation from
Service, before the date that is six months after the date of such Separation from Service. 
 3.3 Cash-Out. Notwithstanding the
provisions of Section 3.2, above, if the present value of the Participant’s benefits under this SERP, as calculated in the same manner as under the Pension Plan, is less than $5,000, the Administrator may, in its sole discretion and
without the Participant’s consent, cause such benefits to be paid to the Participant in a cash lump sum as soon as administratively feasible following the date the Participant becomes entitled to a distribution under this SERP. 
 ARTICLE IV 
 GENERAL
PROVISIONS 
 4.1 Participant’s Rights Unsecured. The right of any Participant or Beneficiary claiming through such
Participant to receive payments under the provisions of the SERP shall be an unsecured claim against the general assets of the Participating Employer by whom the Participant was last employed preceding the time the payments begin. No Participating
Employer shall be under any obligation to establish any separate fund, purchase any annuity contract, or in any other way make any special provision or specifically earmark any funds for the payment of amounts called for under the SERP. If a
Participating Employer chooses to establish such a fund, or purchase such an annuity contract or make any other agreement to provide for such payments, that fund, contract or arrangement shall remain part of such Participating Employer’s
general assets and no person claiming payments under the SERP shall have any right, title or interest in or to any such fund, contract or arrangement. 
 4.2 Claims Procedures. 
 4.2.1 A Participant or, in the event of the Participant’s death, the
Beneficiary, may file a written claim for payment hereunder with the Administrator. In the event of a denial of any payment due to or requested by the Participant or Beneficiary (the “claimant”), the Administrator will give the claimant
written notification containing specific reasons for the denial. The written notification will contain specific reference to the pertinent provisions of the SERP on which the denial of the claim is based. In addition, it will contain a description
of any other material or information necessary for the claimant to perfect a claim, and an explanation of why such material or information is necessary. The notification will provide further appropriate information as to the 

  

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steps to be taken if the claimant wishes to submit the claim for review and the time limits applicable thereto, and (if applicable) a statement of the
claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended. This written notification will be given to a claimant within ninety (90) days after receipt of the claim
by the Administrator unless special circumstances require an extension of time for processing the claim, in which case the Administrator shall provide written notice of the extension to the claimant and the reasons therefore, and the date by which
the Administrator expects to make its determination with respect to the claim. In no event shall such extension exceed 90 days. 
 4.2.2 In
the event of a denial of a claim for benefits, the claimant or a duly authorized representative will be permitted to submit issues and comments in writing to the Administrator and to submit documents, records and other information relating to the
claim for benefits. The claimant or a duly authorized representative shall also be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim
for benefits. In addition, the claimant or a duly authorized representative may make a written request for a full and fair review of the claim and its denial by the Administrator that takes into account all comments, documents, records and other
information submitted by the claimant, without regard to whether such information was submitted or considered in the initial benefits determination; provided, however, that such written request is received by the Administrator (or its delegate)
within sixty (60) days after receipt by the claimant of written notification of the denial. The sixty (60) day requirement may be waived by the Administrator in appropriate cases. 
 4.2.3 A decision on review of a claim for benefits will be rendered by the Administrator within sixty (60) days after the receipt of the request.
Under special circumstances, an extension (up to an additional 60 days) can be granted for processing the decision. Notice of this extension must be provided in writing to the claimant prior to the expiration of the initial sixty-day period. In no
event will the decision be rendered more than one hundred twenty (120) days after the initial request for review. Any decision by the Administrator will be furnished to the claimant in writing and will set forth the specific reasons for the
decision and the specific provisions on which the decision is based. The claimant or a duly authorized representative shall also be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits. 
 4.3 Employment Rights. The establishment of the SERP shall not be
construed as conferring any rights upon any Employee for a continuation of employment, nor shall it be construed as limiting in any way the right of a Participating Employer to discharge any Employee. 
 4.4 Assignability. Except for naming a Beneficiary under the Pension Plan to receive amounts that may become payable hereunder upon the
Participant’s death, no right to receive payments hereunder shall be transferable or assignable by a Participant. Any other attempted assignment or alienation of payments hereunder shall be void and of no force or effect. 
  

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 4.5 Administration. Except as otherwise provided herein, the SERP shall be administered by the
Administrator, who shall have the authority to adopt rules and regulations for carrying out the SERP, and who shall interpret, construe and implement the provisions of the SERP. 
 4.6 Amendment and Termination. The SERP may at any time or from time to time be amended, modified, or terminated by the Board of Directors. Each
Participating Employer shall have the right to terminate the SERP as to its Employees. No amendment, modification, or termination shall, without the consent of a Participant, adversely affect the Participant’s rights hereunder that accrued up
to such amendment, modification or termination. 
 4.7 Controlling Law. The SERP shall be governed by the laws of the Commonwealth of
Pennsylvania except as such laws are superseded by the Employee Retirement Income Security Act of 1974, as amended. 
 4.8 Number and
Gender. Words used in the masculine shall be read and construed in the feminine where applicable. Wherever required, the singular of any word shall include the plural, and the plural shall include the singular. 
 To record the adoption of this amendment and restatement of the SERP, Bryn Mawr Bank Corporation has caused its authorized officers to affix its
corporate name and seal this 18th day of December, 2008. 
  

									
	(CORPORATE SEAL)	 		 	BRYN MAWR BANK CORPORATION
					
	Attest:	 	/s/ Diane McDonald	 		 	By:	 	/s/ Robert J. Ricciardi

  

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