Trust Agreement
---------------
between
Mid-Coast Bancorp, Inc.
and
Merrill Merchants Bank
for the
Recognition and Retention Plan
of Mid-Coast Bancorp, Inc.
______________________________________
Entered into as of October __, 1997
TABLE OF CONTENTS
Page
Article I
Trust Fund
Section 1.1 Trust Fund 1
Section 1.2 Collection of Contributions 2
Section 1.3 Non-diversion of Funds 2
Article II
Investment and Administration
Section 2.1 In General 2
Section 2.2 Liquidity 3
Section 2.3 Trustee's Administrative Authority 3
Section 2.4 Investment Decisions 5
Section 2.5 Exercise of Voting Rights with Respect to Shares 5
Section 2.6 Response to Tender Offers and Similar Events 6
Article III
Trustee and Committee
Section 3.1 Committee 6
Section 3.2 Trustee's Reliance 7
Section 3.3 Legal Counsel 7
Section 3.4 Liability under the Plan 7
Section 3.5 Indemnification 7
Article IV
Distributions from the Trust Fund
Section 4.1 In General 8
Section 4.2 Direction by the Committee 8
Section 4.3 Method of Payment 8
Article V
Trustee's Accounts
Section 5.1 Accounts 9
Section 5.2 Valuation of Trust Fund 9
Section 5.3 Reports to the Committee 9
Section 5.4 Right of Judicial Settlement 10
Section 5.5 Enforcement of Agreement 10
Article VI
Taxes; Compensation of Trustee
Section 6.1 Taxes 10
Section 6.2 Compensation of Trustee; Expenses 10
Article VII
Resignation and Removal of Trustee
Section 7.1 Resignation or Removal of Trustee 11
Section 7.2 Appointment of Successor 11
Section 7.3 Succession 11
Section 7.4 Successor Bound by Agreement 12
Article VIII
Amendment and Termination
Section 8.1 Amendment and Termination 12
Article IX
Miscellaneous
Section 9.1 Binding Effect; Assignability 12
Section 9.2 Governing Law 13
Section 9.3 Notices 13
Section 9.4 Severability 14
Section 9.5 Waiver 14
Section 9.6 Non-Alienation 14
Section 9.7 Compliance with Securities Laws 14
Section 9.8 Headings 14
Section 9.9 Construction of Language 14
Section 9.10 Counterparts 15
TRUST AGREEMENT
---------------
for the
Recognition and Retention Plan
of Mid-Coast Bancorp, Inc.
_________________________________
This Agreement ("Agreement") is made as of October __, 1997, by and
between Mid-Coast Bancorp, Inc., a business corporation organized under the
laws of the State of Delaware and having its executive offices at 1768
Atlantic Highway, Box 589, Waldoboro, Maine 04572 ("Company"), and Merrill
Merchants Bank, a corporation organized under the laws of the United States
of America and having an office at 201 Main Street, Bangor, Maine 04401
("Trustee").
W i t n e s s e t h :
---------------------
Whereas, the Company has, by action of its Board of Directors, adopted
the Recognition and Retention Plan of Mid-Coast Bancorp, Inc. (the "Plan")
to promote the growth and profitability of the Company and to provide
eligible directors, certain key officers and employees of the Company
("Participants") with an incentive to achieve corporate objectives, to
attract and retain directors, key officers and employees of outstanding
competence and to provide such directors, officers and employees with an
equity interest in the Company; and
Whereas, the Company has, in accordance with the terms of the Plan,
appointed a Compensation Committee ("Committee") to administer the Plan; and
Whereas, the Plan contemplates the establishment and continuance of a
trust so long as the Plan remains in effect, to which contributions will be
made from time to time, to be accepted, invested and maintained in
accordance with this Agreement;
Now, Therefore, in consideration of the premises and the mutual
covenants contained herein, the Company and the Trustee hereby agree as
follows:
Article I
---------
Trust Fund
----------
Section 1.1 Trust Fund.
-----------
The Company hereby establishes with the Trustee a trust, pursuant to
the Plan, in which shall be deposited such common stock, par value $1.00 per
share, of Mid-Coast Bancorp, Inc. ("Shares") and such sums of money as shall
from time to time be paid or delivered to or deposited with the Trustee by
or with the approval of the Company in accordance with terms of the Plan.
All such Shares and all such sums of money, all investments and
reinvestments thereof and all earnings, appreciation and additions allocable
thereto, less losses, depreciation and expenses allocable thereto and any
payments made therefrom as authorized under the Plan or this Agreement shall
constitute the "Trust Fund." The Trust Fund shall be held, managed and
administered by the Trustee, IN TRUST, and dealt with in accordance with the
provisions of this Agreement and in accordance with any funding policy or
guidelines established under the Plan that are communicated in writing to
the Trustee.
Section 1.2 Collection of Contributions.
----------------------------
The Trustee shall have no authority over and shall have no
responsibility for the collection of any contributions to the Trust Fund
required under the Plan, nor shall it have any authority to bring any action
or proceeding to enforce the collection of any such amount or to make
inquiry as to whether any such contributions received by it were properly
collected or computed in accordance with the terms of the Plan.
Section 1.3 Non-diversion of Funds.
-----------------------
No part of the Trust Fund other than such part as may be used to
defray expenses and taxes properly charged to the Trust Fund under the Plan
or this Agreement shall be used for or diverted to purposes other than for
the exclusive benefit of Participants and their beneficiaries prior to the
satisfaction of all of the Company's liabilities under the Plan.
Article II
----------
Investment and Administration
-----------------------------
Section 2.1 In General.
-----------
The Trust Fund shall be held by the Trustee and shall be invested and
reinvested as hereinafter provided in this Article II, without distinction
between principal and income and without regard to the restrictions of the
laws of the State of Maine, or of any other jurisdiction, relating to the
investment of trust funds. The Trust Fund shall be invested pursuant to
directions given in accordance with section 2.4.
Section 2.2 Liquidity.
----------
Notwithstanding any provisions of this Article II to the contrary, the
Trustee, in its sole discretion or as the Committee shall request, may
retain uninvested cash or cash balances, and sell, to provide cash or cash
balances, such investments in whatever portion of the Trust Fund that it may
deem advisable. Pending investment, the Trustee, in its sole discretion,
may temporarily invest any funds held or received by it for investment in
any savings account, time or other interest bearing deposit or in any other
interest bearing obligation of any one or more savings banks, savings and
loan associations, banks and other financial institutions, including the
Trustee and any subsidiary of the Company, in interest bearing debt
obligations of any private or governmental entity having a term to maturity
of one year or less, and in any regulated investment company, common trust
fund or other pooled investment fund, whether or not sponsored or managed by
the Trustee or an affiliate thereof, the investments of which consist
primarily of such accounts and obligations.
Section 2.3 Trustee's Administrative Authority.
-----------------------------------
(a) In addition to and not by way of limitation of any other powers
conferred upon the Trustee by law or by other provisions of this Agreement,
but subject to the provisions of section 1.3 and this Article II, the
Trustee is authorized and empowered:
(i) to sell, exchange, convey, transfer or dispose of and also
to grant options with respect to any property, whether real or
personal, at any time held by it, and any sale may be made by private
contract or by public auction, and for cash or upon credit, or partly
for cash and partly upon credit, and no person dealing with the
Trustee shall be bound to see to the application of the purchase money
or to inquire into the validity, expediency or propriety of any such
sale or other disposition;
(ii) to retain, manage, operate, repair and rehabilitate and to
mortgage or lease for any period any real estate held by it and, in
its discretion, cause to be formed any corporation or trust to hold
title to any such real property;
(iii) unless otherwise agreed to and subject to section 2.5, to
vote in person or by proxy on any stocks, bonds, or other securities
held by it, to exercise any options appurtenant to any stocks, bonds
or other securities for the conversion thereof into other stocks,
bonds or securities, or to exercise any rights to subscribe for
additional stocks, bonds or other securities and to make any and all
necessary payment therefor and to enter into any voting trust;
(iv) with respect to any investment, to join in, dissent from,
or oppose any action or inaction of any corporation, or of the
directors, officers or stockholders of any corporation, including,
without limitation, any reorganization, recapitalization,
consolidation, liquidation, sale or merger;
(v) to settle, adjust, compromise, or submit to arbitration any
claims, debts or damages due or owing to or from the Trust Fund; and
(vi) to deposit any property with any protective,
reorganization or similar committee, to delegate power thereto and to
pay and agree to pay part of its expenses and compensation and any
assessments levied with respect to any property so deposited.
In exercising such powers with respect to any portion of the Trust
Fund that is invested in the discretion of the Trustee pursuant to section
2.2, the Trustee shall act in its discretion.
(b) In addition to and not by way of limitation of any other powers
conferred upon the Trustee by law or other provisions of this Agreement, the
Trustee is authorized and empowered, in its discretion:
(i) to commence or defend suits or legal proceedings, and to
represent the Trust Fund in all suits or legal proceedings in any
court or before any other body or tribunal;
(ii) to register securities in its name or in the name of any
nominee or nominees with or without indication of the capacity in
which the securities shall be held, or to hold securities in bearer
form, but the books and records of the Trustee shall at all times show
that such investments are part of the Trust Fund;
(iii) to borrow or raise moneys for the purposes of the Trust
Fund from any lender, except the Trustee in its individual capacity,
and for any sum so borrowed to issue its promissory note as Trustee
and to secure the repayment thereof by pledging all or any part of the
Trust Fund, and no person lending money to the Trustee shall be bound
to see the application of the money loaned or to inquire into the
validity, expediency or propriety of any such borrowing;
(iv) to make distributions in cash or in Shares upon the
direction of the Committee;
(v) to employ such agents, counsel and accountants as the
Trustee shall deem advisable and to pay their reasonable expenses and
compensation;
(vi) to make, execute, acknowledge, and deliver any and all
deeds, leases, assignments and instruments; and
(vii) generally to do all acts which the Trustee may deem
necessary or desirable for the administration and protection of the
Trust Fund.
Section 2.4 Investment Decisions.
---------------------
The Trustee shall invest and reinvest the Trust Fund in accordance
with the directions of the Committee. The Trustee shall be under no duty or
obligation to review any investment to be acquired, held or disposed of
pursuant to directions of the Committee nor to make any recommendation with
respect to the disposition or continued retention of any such investment.
The Trustee shall have no liability or responsibility for its actions or
inaction pursuant to the direction of, or its failure to act in the absence
of directions from, the Committee. The Company hereby agrees to indemnify
the Trustee and hold it harmless from and defend it against any claim or
liability which may be asserted against the Trustee by reason of any action
or inaction by it pursuant to a direction by the Committee or failing to act
in the absence of any such direction. To the extent that the Committee does
not furnish directions as to the investment of any portion of the Trust Fund
that is subject to its direction, the Trustee shall invest and reinvest the
Trust Fund (a) in Shares and (b) to the extent that it is not practicable to
invest and reinvest the Trust Fund in Shares, in any savings account, time
or other interest bearing deposit or in any other interest bearing
obligation of any one or more savings banks, savings and loan associations,
banks and other financial institutions, including the Trustee and any
subsidiary of the Company, in interest bearing debt obligations of any
private or governmental entity having a term to maturity of one year or
less, and in any regulated investment company, common trust fund or other
pooled investment fund, whether or not sponsored or managed by the Trustee
or an affiliate thereof, the investments of which consist primarily of such
accounts and obligations.
Section 2.5 Exercise of Voting Rights with Respect to Shares.
-------------------------------------------------
(a) Except to the extent provided in section 2.5(b), the Committee
shall direct the Trustee as to the manner of exercise of voting rights
appurtenant to Shares held in the Trust Fund. The Trustee shall act in
accordance with the directions that it receives from the Committee for each
matter as to which voting rights are to be exercised and shall refrain from
exercising the voting rights appurtenant to Shares held in the Trust Fund in
the absence of such directions. The Trustee shall have no discretion over
or responsibility or liability for its actions taken in accordance with such
directions, or for its failure to exercise such voting rights in the absence
of such directions.
(b) Notwithstanding section 2.5(a), if and to the extent requested in
writing by the Committee, the Trustee shall solicit and accept directly from
Participants directions as to the manner of exercise of any voting rights in
connection with Shares held in the Trust Fund. In such event, the Trustee
shall act in accordance with the directions that it receives from each
Participant for each matter as to which voting rights are to be exercised
and shall refrain from exercising such voting rights in the absence of
directions as to how to exercise such voting rights. The Trustee shall have
no discretion over or responsibility or liability for its actions taken in
accordance with such directions, or for its failure to exercise such voting
rights in the absence of such directions.
Section 2.6 Response to Tender Offers and Similar Events.
---------------------------------------------
(a) Except to the extent provided in section 2.6(b), the Committee
shall direct the Trustee as to the manner of exercise of any rights to
tender Shares held in the Trust Fund or otherwise act in response to any
tender offer with respect to Shares or any other offer to purchase,
exchange, redeem or otherwise transfer such Shares. The Trustee shall act
in accordance with the directions that it receives from the Committee for
each matter as to which such rights are to be exercised and shall refrain
from taking any action in response to such an offer in the absence of such
directions. The Trustee shall have no discretion over or responsibility or
liability for its actions taken in accordance with such directions, or for
its failure to exercise such rights in the absence of such directions.
(b) Notwithstanding section 2.6(a), if and to the extent requested in
writing by the Committee, the Trustee shall solicit and accept directly from
Participants directions as to the manner of exercise of any rights to tender
Shares held in the Trust Fund or otherwise act in response to any tender
offer with respect to such Shares or any other offer to purchase, exchange,
redeem or otherwise transfer such Shares. In such event, the Trustee shall
act in accordance with the directions that it receives from each Participant
for each matter as to which rights are to be exercised and shall refrain
from taking any actions in response to such an offer in the absence of such
directions. The Trustee shall have no discretion over or responsibility or
liability for its actions taken in accordance with such directions, or for
its failure to exercise such rights in the absence of such directions.
Article III
-----------
Trustee and Committee
---------------------
Section 3.1 Committee.
----------
The Company shall certify to the Trustee the names and specimen
signatures of the members of the Committee appointed by the Company to
administer the Plan and give directions to the Trustee. Such certification
shall include directions as to the number of signatures required for any
communication or direction to the Trustee. The Company shall promptly give
notice to the Trustee of changes in the identity of the membership of the
Committee. The Committee may also certify to the Trustee the name of any
person, together with a specimen signature of any such person, authorized to
act for it in relation to the Trustee. The Committee shall promptly give
notice to the Trustee of any change in any person authorized to act on
behalf of it. For all purposes under this Agreement, until any such notice
is received by the Trustee, the Trustee shall be fully protected in assuming
that the membership of the Committee and the authority of any person
certified to act in its behalf remain unchanged.
Section 3.2 Trustee's Reliance.
-------------------
The Trustee may rely and act upon any certificate, notice or direction
of the Committee, or of a person authorized to act on its behalf, or of the
Company which the Trustee believes to be genuine and to have been signed by
the person or persons duly authorized to sign such certificate, notice, or
direction.
Section 3.3 Legal Counsel.
--------------
The Trustee may consult with legal counsel (who may be counsel to the
Company) concerning any question which may arise under this Agreement, and
the opinion of such counsel shall be full and complete protection with
respect to any action taken, or omitted, by the Trustee hereunder in good
faith in accordance with the opinion of such counsel.
Section 3.4 Liability under the Plan.
-------------------------
The duties and obligations of the Trustee shall be limited to those
expressly set forth in this Agreement, notwithstanding any reference herein
to the Plan. The Trustee shall not be obliged to take or defend any action
or participate in or proceed with any suit or legal or administrative
proceeding which might subject it to substantial cost or expense or
liability unless first indemnified by the Company in an amount and by
security satisfactory to it against all losses, costs, damages and expenses
which may result therefrom or be occasioned thereby.
Section 3.5 Indemnification.
----------------
The Company shall pay and shall protect, indemnify and save harmless
the Trustee and its officers, employees and agents from and against any and
all losses, liabilities (including liabilities for penalties), actions,
suits, judgments, demands, damages, costs and expenses (including reasonable
attorneys' fees and expenses) of any nature arising from or relating to any
action or any failure to act by the Trustee, its officers, employees and
agents with respect to the transactions contemplated by this Trust
Agreement, including any claim made by the Company or its successors that
this Trust Agreement is invalid or ultra vires, except to the extent that
any such loss, liability, action, suit, judgment, demand, damage, cost or
expense is the result of the negligence of the Trustee (determined by
reference to customary trust company standards) or willful misconduct of the
Trustee, its officers, employees or agents.
Article IV
----------
Distributions from the Trust Fund
---------------------------------
Section 4.1 In General.
-----------
The Trustee shall make distributions from the Trust Fund in such
amounts, at such times, and to such persons as the Committee may, from time
to time, direct.
Section 4.2 Direction by the Committee.
---------------------------
(a) A direction by the Committee to make a distribution from the
Trust Fund shall:
(i) be made in writing;
(ii) specify the amount of the payment or the number of Shares
to be distributed, the date such payment is to be made, the person to
whom payment is to be made, and the address to which the payment is to
be sent; and
(iii) be deemed to certify to the Trustee that such direction
and any payment pursuant thereto are authorized under the terms of the
Plan.
(b) The Trustee shall be entitled to rely conclusively on the
Committee's certification of its authority to direct a payment without
independent investigation. The Trustee shall have no liability to any
person with respect to payments made in accordance with the provisions of
this Article IV.
Section 4.3 Method of Payment.
------------------
Payments of money by the Trustee may be made by its check payable to
the order of the payee designated by the Committee and mailed to the payee
in care of the Company. Distributions of Shares shall be made by causing
the Company, or its transfer agent, to issue to the distributee a stock
certificate evidencing ownership of the designated number of Shares. To the
extent that any distribution of Shares to any person requires the
registration of such Shares under the securities or blue sky laws of the
United States or any state, or otherwise requires any governmental
approvals, the Company shall undertake to complete such registration or
obtain such approvals at its sole expense.
Article V
---------
Trustee's Accounts
------------------
Section 5.1 Accounts.
---------
The Trustee shall keep accurate and detailed accounts of all
investments, reinvestments, receipts and disbursements, and other
transactions hereunder, and all such accounts and the books and records
relating thereto shall be open to inspection at all reasonable times by the
Company or the Committee or persons designated by them. The Trustee may
rely and act upon any direction by the Committee with respect to the
allocation of Shares in accordance with section 3.2.
Section 5.2 Valuation of Trust Fund.
------------------------
The Trustee shall value or cause to be valued the Trust Fund as of the
last business day of each fiscal year of the Company ("Valuation Date"), and
shall report to the Committee the value of the Trust Fund as of such date,
within a reasonable time after the first day of the month next succeeding
each Valuation Date.
Section 5.3 Reports to the Committee.
-------------------------
(a) Within seventy-five (75) days following the last day of each
fiscal year of the trust, and within seventy-five (75) days following the
effective date of the resignation or removal of the Trustee as provided in
section 7.1, the Trustee shall render to the Committee a written account
setting forth all investments, receipts, disbursements and other
transactions affecting the Trust Fund, which account shall be mailed to the
Committee.
(b) The Committee shall notify the Trustee in writing of any
objection or exception to an account so rendered not later than sixty (60)
days following the date on which the Account was mailed to the Committee,
whereupon the Committee and the Trustee shall cooperate in resolving such
objection or exception.
(c) If the Committee has not communicated in writing to the Trustee
within sixty (60) days following the mailing of the account to the Committee
any exception or objection to the account, the account shall become an
account stated at the end of such sixty (60) day period.
(d) Whenever an account shall have become an account stated as
aforesaid, such account shall be deemed to be finally settled and shall be
conclusive upon the Trustee, the Company and all persons having or claiming
to have any interest in the Trust Fund or under the Plan, and the Trustee
shall be fully and completely discharged and released to the same extent as
if the account had been settled and allowed by a judgment or decree of a
court of competent jurisdiction in an action or proceeding in which the
Trustee, the Company, and all persons having or claiming to have any
interest in the Trust Fund or under the Plan were parties.
Section 5.4 Right of Judicial Settlement.
-----------------------------
Notwithstanding the provisions of section 5.3, the Trustee, the
Committee, and the Company, or any of them, shall have the right to apply at
any time to a court of competent jurisdiction for the judicial settlement of
the Trustee's account. In any such case, it shall be necessary to join as
parties thereto only the Trustee, the Committee and the Company; and any
judgment or decree which may be entered therein shall be conclusive upon all
persons having or claiming to have any interest in the Trust Fund or under
the Plan.
Section 5.5 Enforcement of Agreement.
-------------------------
To protect the Trust Fund from expenses which might otherwise be
incurred, the Company and the Committee shall have authority, either jointly
or severally, to enforce this Agreement on behalf of all persons claiming
any interest in the Trust Fund or under the Plan, and no other person may
institute or maintain any action or proceeding against the Trustee or the
Trust Fund in the absence of written authority from the Committee or a
judgment of a court of competent jurisdiction that in refusing authority the
Committee acted fraudulently or in bad faith.
Article VI
----------
Taxes; Compensation of Trustee
------------------------------
Section 6.1 Taxes.
------
Any taxes that may be imposed upon the Trust Fund or the income
therefrom shall be deducted from and charged against the Trust Fund.
Section 6.2 Compensation of Trustee; Expenses.
----------------------------------
The Trustee shall receive for its services hereunder such compensation
as may be agreed upon in writing from time to time by the Company and the
Trustee and shall be reimbursed for its reasonable expenses, including
counsel fees, incurred in the performance of its duties hereunder. The
Trustee shall deduct from and charge against the Trust Fund such
compensation and all such expenses unless previously paid by the Company.
Any such deduction and charge shall be applied first to any assets of the
Trust Fund that have not been allocated to any employee under the terms of
the Plan, and second, if and to the extent necessary proportionately to the
assets allocated to employees under the terms of the Plan.
Article VII
-----------
Resignation and Removal of Trustee
----------------------------------
Section 7.1 Resignation or Removal of Trustee.
----------------------------------
The Trustee may resign as trustee hereunder at any time by giving
sixty (60) days prior written notice to the Company. The Company may remove
the Trustee as trustee hereunder at any time by giving the Trustee prior
written notice of such removal, which shall include notice of the
appointment of a successor trustee. Such removal shall take effect not
earlier than sixty (60) days following receipt of such notice by the Trustee
unless otherwise agreed upon by the Trustee and the Company.
Section 7.2 Appointment of Successor.
-------------------------
In the event of the resignation or removal of the Trustee, a successor
trustee shall be appointed by the Company. Except as is otherwise provided
in section 7.l, such appointment shall take effect upon delivery to the
Trustee of an instrument so appointing the successor and an instrument of
acceptance executed by such successor, both of which instruments shall be
duly acknowledged before a notary public. If within sixty (60) days after
notice of resignation shall have been given by the Trustee a successor shall
not have been appointed as aforesaid, the Trustee may apply to any court of
competent jurisdiction for the appointment of such successor.
Section 7.3 Succession.
-----------
(a) Upon the appointment of a successor, the Trustee shall transfer
and deliver the Trust Fund to such successor; provided, however, that the
Trustee may reserve such sum of money as it shall in its sole discretion
deem advisable for payment of its fees and all expenses in connection with
the settlement of its account, and any balance of such reserve remaining
after the payment of such charges shall be paid over to the successor
trustee. If such reserve shall be insufficient to pay such charges, the
Trustee shall be entitled to recover the amount of any deficiency from the
Company, from the successor trustee, or from both.
(b) Upon the completion of the succession and the rendering of its
final accounts, the Trustee shall have no further responsibilities
whatsoever under this Agreement.
Section 7.4 Successor Bound by Agreement.
-----------------------------
All the provisions of this Agreement shall apply to any successor
trustee with the same force and effect as if such successor had been
originally named herein as the trustee hereunder.
Article VIII
------------
Amendment and Termination
-------------------------
Section 8.1 Amendment and Termination.
--------------------------
(a) The Company may, at any time and from time to time, by instrument
in writing executed pursuant to authorization of its Board of Directors, (i)
amend in whole or in part any or all of the provisions of this Agreement, or
(ii) terminate this Agreement and the trust created hereby; provided,
however, that no amendment which affects the rights, duties or
responsibilities of the Trustee may be made without the Trustee's consent.
(b) Any such amendment shall become effective upon receipt by the
Trustee of the instrument of amendment and endorsement thereon by the
Trustee of its consent thereto, if such consent is required. Any such
termination shall become effective upon the receipt by the Trustee of the
instrument of termination; thereafter the Trustee, upon the direction of the
Committee, shall liquidate the Trust Fund to the extent required for
distribution and, after the final account of the Trustee has been approved
or settled, shall distribute any Shares (and any related dividends or other
related proceeds) allocated to Participants to such Participants and shall
distribute the remaining balance of the Trust Fund in its hands to the
Company.
Article IX
----------
Miscellaneous
-------------
Section 9.1 Binding Effect; Assignability.
------------------------------
This Agreement shall be binding upon, and the powers granted to the
Company and the Trustee, respectively, shall be exercisable by the
respective successors and assigns of the Company and the Trustee. Any
corporation which shall, by merger, consolidation, purchase, or otherwise,
succeed to substantially all the trust business of the Trustee shall, upon
such succession and without any appointment or other action by the Company,
be and become successor trustee hereunder.
Section 9.2 Governing Law.
--------------
The Plan shall be construed and enforced in accordance with the laws
of the State of Maine without giving effect to the conflict of laws
principles thereof, except to the extent that such laws are preempted by
the federal laws of the United States of America.
Section 9.3 Notices.
--------
Any communication requested or permitted to be given under this
Agreement, including any notice, direction, designation, certification,
order, instruction, or objection shall be in writing and signed by the
person authorized under the Plan to give the communication. The person
receiving such a communication shall be fully protected in acting in
accordance therewith. Any notice required or permitted to be given to a
party hereunder shall be deemed given if in writing and hand delivered or
mailed, postage prepaid, certified mail, return receipt requested, to such
party at the following address or at such other address as such party may by
notice specify:
If to the Company:
Mid-Coast Bancorp, Inc.
1768 Atlantic Highway
Box 589
Waldoboro, Maine 04572
Attention: Corporate Secretary
-------------------
If to the Trustee:
Merrill Merchants Bank
P.O. Box 925
Bangor, Maine 04402-0925
Attention: Mr. George H. Moore, Jr.
Senior Vice President, Trust and Investment Services
----------------------------------------------------
Section 9.4 Severability.
-------------
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of the remaining provisions.
Section 9.5 Waiver.
-------
Failure of any party to insist at any time or times upon strict
compliance with any provision of this Agreement shall not be a waiver of
such provision at such time or any later time unless in a writing designated
as a waiver and signed by or on behalf of the party against whom enforcement
of the waiver is sought.
Section 9.6 Non-Alienation.
---------------
No interest, right or claim in or to any part of the Trust Fund or any
payment therefrom shall be assignable, transferable or subject to sale,
mortgage, pledge, hypothecation, commutation, anticipation, garnishment,
attachment, execution, or levy of any kind, and the Trustee and the
Committee shall not recognize any attempt to assign, transfer, sell,
mortgage, pledge, hypothecate, commute, or anticipate the same, except to
the extent required by law.
Section 9.7 Compliance with Securities Laws.
--------------------------------
In the event that the Plan or any portion thereof, or any interest
therein, by virtue of investments made in Shares, shall be deemed to be a
"security" for purposes of the Securities Act of 1933, the Securities
Exchange Act of 1934 or any other federal or state law, for which there is
no exemption from the registration, reporting, blue sky or other
requirements applicable to securities under such laws, the Company shall, at
its sole cost and expense, take all such actions as are necessary or
appropriate to comply with the requirements of such laws. The Company
hereby agrees to indemnify the Trustee and hold it harmless from and against
any claim or liability, including any and all fees, costs and expenses
arising from the registration and continuing registration of the Plan, any
portion thereof or any interest therein, which may be asserted against the
Trustee by reason of any determination that the Plan or any portion thereof,
or any interest therein, constitutes such a security.
Section 9.8 Headings.
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The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings
and the text of the Agreement, the text shall control.
Section 9.9 Construction of Language.
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Whenever appropriate in this Agreement, words used in the singular may
be read in the plural; words used in the plural may be read in the singular;
and words importing the masculine gender shall be deemed equally to refer to
the female gender or the neuter. Any reference to a section number shall
refer to a section of this Agreement, unless otherwise indicated.
Section 9.10 Counterparts.
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This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute
one and the same instrument.
In Witness Whereof, the Company and the Trustee, respectively, have
caused this Agreement to be executed in their corporate names and their
corporate seals to be hereunto affixed and duly attested, all as of the date
first above written.
Mid-Coast Bancorp, Inc.
By _________________________________
Name:
Title:
ATTEST:
___________________________________
Secretary
[Seal]
Merrill Merchants Bank
By _________________________________
Name:
Title:
ATTEST:
___________________________________
Secretary
[Seal]
STATE OF MAINE )
: ss.:
COUNTY OF )
On this ____ day of ___________________, 1997, before me personally
came ______________________, to me known, who, being by me duly sworn, did
depose and say that (s)he resides at ___________________________________;
that (s)he is the ______________________________ of Mid-Coast Bancorp, Inc.,
the business corporation described in and which executed the foregoing
instrument; that (s)he knows the seal of said business corporation; that the
seal affixed to said instrument is such business corporation's seal; that it
was so affixed by order of the Board of Directors of said business
corporation; and that (s)he signed his(her) name thereto by like order.
__________________________________
Notary Public
STATE OF MAINE )
: ss.:
COUNTY OF )
On this _____ day of _____, 1997, before me personally came
________________, to me known, who, being by me duly sworn, did depose and
say that (s)he resides at _________________________; that (s)he is the
________________________ of Merrill Merchants Bank, the banking corporation
described in and which executed the foregoing instrument; that (s)he knows
the seal of said banking corporation; that the seal affixed to said
instrument is such seal; that it was so affixed by order of the Board of
Directors of said banking corporation; and that (s)he signed his(her) name
thereto by like order.
Notary Public
__________________________________