EX-10.8 3 v028655_ex10-8.htm
EXHIBIT 10.8

THE TALBOT BANK OF EASTON, MARYLAND
SUPPLEMENTAL DEFERRED COMPENSATION PLAN
 
TRUST AGREEMENT
 
 
Effective as of December 11, 1996




THE TALBOT BANK OF EASTON, MARYLAND
SUPPLEMENTAL DEFERRED COMPENSATION PLAN TRUST AGREEMENT
 
Effective as of December 11, 1996


     
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THE TALBOT BANK OF EASTON, MARYLAND
SUPPLEMENTAL DEFERRED COMPENSATION PLAN TRUST AGREEMENT
 
RECITALS
 
THIS TRUST AGREEMENT is made and entered into effective as of the ________ day of ___________, 1996 by and between The Talbot Bank of Easton, Maryland (the “Employer”), which sponsors the Talbot Bank of Easton, Maryland, Supplemental Deferred Compensation Plan (the “Plan”), and Alex. Brown Capital Advisory & Trust Company, a corporation having trust powers under the laws of the State of Maryland (the “Trustee”).
 
The Employer has established the Plan which is intended to be a “top hat plan” (i.e., an unfunded plan of deferred compensation maintained for members of a select group of management or highly compensated employees) under sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan has been created for the sole benefit of the Employer's President and Chief Executive Officer.
 
The Plan provides for the Employer to pay all Plan benefits from its general revenues and assets. The Employer wishes to establish an irrevocable trust fund for the purpose of providing a source from which to pay benefits under the Plan, such 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.
 
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Employer and the Trustee, intending to be legally bound, declare and agree as follows:
 
 
ESTABLISHMENT OF TRUST
 
 
 
 
 
 
 
THE PLAN
 
 
 
 
 
PAYMENTS TO THE PLAN PARTICIPANT OR 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 becoming entitled to receive a distribution from the Plan and that provides the form in which such amounts are to be paid (as provided for and available under the Plan) and the time of commencement for the payment of such amounts. The Trustee shall make payments to the Plan Participant or his Beneficiaries in accordance with such Payment Schedule. 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. The Trustee will have no responsibilities of any kind with respect to any such withholding, but shall provide to the Employer any information concerning the Trust in the possession of the Trustee which reasonably is requested by the Employer with respect to the Employer's withholding obligations under the Plan and this Trust. The Employer will indemnify and hold harmless the Trustee for any liability incurred by the Trustee with respect to such withholding.
 
 
 
 
 
PAYMENTS TO EMPLOYER
 
 
 
INVESTMENT AUTHORITY
 
 
 
Intermediate -Term Income Fund, Inc.
Equity Partners Fund, Inc.
Value Builder Fund, Inc.
 
Investments of the aforesaid mutual funds are subject to the Annual Fund Operating Expenses associated with each such mutual fund.
 
The Employer and the Trustee can agree from time to time to alter, amend or modify the aforesaid form of investments.
 
 
DISPOSITION OF INCOME
 
 
 
 
RESPONSIBILITY OF THE TRUSTEE
 
 
(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 such payments.
 
(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 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 gross negligence, willful misconduct, or breach of its duties hereunder.
 
 
 
FEES AND EXPENSES OF THE TRUSTEE
 
 
 
RESIGNATION AND REMOVAL OF THE TRUSTEE
 
 
 
 
 
 
 
APPOINTMENT OF SUCCESSOR
 
 
 
AMENDMENT OR TERMINATION
 
 
 
 
MISCELLANEOUS
 
 
 
 
 
 
 
 
 
EFFECTIVE DATE
 
 



IN WITNESS WHEREOF, this Trust Agreement has been duly executed under seal by the parties hereto, effective as of the day and year first above written.
 
ATTEST/WITNESS:     THE TALBOT BANK OF EASTON, MARYLAND
       
       
/s/      /s/ 
   
Print Name:    
Print Name:  Jerome M. McConnell
Date:
(SEAL)
 
ATTEST/WITNESS:     ALEX, BROWN CAPITAL ADVISORY & TRUST COMPANY, TRUSTEE
       
       
/s/      /s/ 
   
Print Name:    
Print Name:
Date:
(SEAL)
 
 
 
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