EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT

EXHIBIT 10.26

EXECUTIVE SUPPLEMENTAL RETIREMENT

PLAN AGREEMENT

THIS AGREEMENT (Agreement) by and between County National Bank, a bank organized and existing under the laws of the State of Maryland (hereinafter referred to as the “Bank") and Xxxxx X. Xxxxxxxxxx, Vice President of the Bank (hereinafter referred to as the "Executive".)

WHEREAS, the Executive is now in the employ of the Bank and has faithfully served the Bank, it is the consensus of the Board of Directors (hereinafter referred to as the "Board") that the Executive's services have been of exceptional merit, in excess of the compensation paid and an invaluable contribution to the profits and position of the Bank in its field of activity.

ACCORDINGLY, the Board has adopted this County National Bank Executive Supplemental Retirement Plan Agreement (hereinafter referred to as the "Plan") and it is the desire of the Bank and the Executive to enter into this Agreement under which the Bank will agree to make certain payments to the Executive upon the Executive's retirement, to the Executive's beneficiary (ies) in the event of the Executive's death or otherwise as set forth herein.

FURTHERMORE, it is the intent of the parties hereto that this Plan be considered an unfunded arrangement maintained to provide supplemental retirement benefits for the Executive and be considered a non-qualified benefit plan for purposes of the Employee Retirement Security Act of 1974, as amended ("ERISA"). The Executive is aware of the Bank’s financial status and has had substantial input in the design and operation of the Plan; and

NOW THEREFORE, in consideration of services the Executive has performed in the past and those to be performed in the future, and based upon mutual promises and covenants herein contained, the Bank and the Executive agree as follows:

I. DEFINITIONS

A. Effective Date

The Effective Date shall be March 14, 2005.

B. Plan Year

Any reference to "Plan Year” shall mean a calendar year from January 1st through December 31st. In the year of implementation, the term "Plan Year" shall mean the period from the Effective Date through December 31st of the year of the Effective Date.

C. Normal Retirement Date

The Normal Retirement Date shall mean the first day of the calendar month following the month in which the Executive reaches the Normal Retirement Age.

D. Termination of Services

Termination of Service shall mean the Executive's voluntary resignation of service or the Bank's discharge of the Executive without cause, in each case prior to the Normal Retirement Date.

E. Pre-Retirement Account

A Pre-Retirement Account shall be established as a liability account on the books of the Bank for the benefit of the Executive. The Pre-Retirement account shall be increased or decreased by the Index Benefit each Plan Year, until the earlier of (i) Executive’s Termination of Service, or (ii) the Executive's retirement on or after the Normal Retirement Date.

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F. Index Benefit

The Index Benefit for the Executive shall be equal to the Index for the period.

G. Index

The Index for the Plan Year shall be the aggregate annual after-tax income from the life insurance contract(s) described hereinafter as defined by FASB Technical Bulletin 85-4. This Index shall be applied as if such insurance contract(s) were purchased on the Effective Date.

	Company #1
Insurance Company:	Security Life of Denver Insurance Company
Policy Form:	Flexible Premium Adjustable Life Insurance
Policy Name	Executive UL
Insured's Age & Sex:	56, Male
Riders:	None
Ratings:	None
Option:	Level
Face Amount:	$265,625
Premiums Paid:	$125,000
# of Premium Payments:	1
Assumed Purchase Date:	March 14, 2005
	Company #2
Insurance Company:
Policy Form:
Policy Name
Insured's Age & Sex:
Riders:
Ratings:
Option:
Face Amount:
Premiums Paid:
# of Premium Payments:
Assumed Purchase Date:

 

If such contracts of life insurance are actually purchased by the Bank, then the actual policies, or replacements thereof, as of the dates they were actually purchased shall be used in calculations under this Agreement. If such contracts of life insurance are not purchased or are subsequently surrendered or lapsed, then the Bank shall receive annual policy illustrations that assume the above described policies were purchased or had not subsequently surrendered or lapsed. Said illustrations shall be received from the respective insurance companies and will indicate the increase in policy values for purposes of calculating the amount of the Index.

In either case, references to the life insurance contracts are merely for purposes of calculating a benefit. The Bank has no obligation to purchase such life insurance and, if purchased, the Executive and the Executive's beneficiary (ies) shall have no ownership interest in such policy (ies) and shall always have no greater interest in the benefits under this Plan than that of an unsecured creditor of the Bank.

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H. Change in Control

A Change in Control shall be deemed to occur on the earliest of:

i. The acquisition by any entity, person or group (other than the acquisition by a tax-qualified retirement plan sponsored by CN Bancorp, Inc. (“Bancorp”) or the Bank) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 50% of the outstanding capital stock of Bancorp or the Bank entitled to vote for the election of directors, unless the acquisition is pursuant to (A) an offering of stock by Bancorp in which existing shareholders of Bancorp do not sell the shares of stock that they own in Bancorp, at the time of, or in connection with the offering, or subsequent to the offering in a manner contemplated at the time of the offering ("Voting Stock"), (B) the laws of descent and distribution, or (C) bona fide gift;

ii. The commencement by any entity, person, or group (other than Bancorp or the Bank, a subsidiary of Bancorp or the Bank, or a tax-qualified retirement plan sponsored by Bancorp or the Bank) of a tender offer or an exchange offer for more than 50% of the outstanding Voting Stock of Bancorp or the Bank;

iii. The effective time of (a) a merger or consolidation of Bancorp or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of Bancorp or the Bank immediately prior to such merger exercise voting control over less than 60% of the Voting Stock of the surviving or resulting corporation, or (b) a transfer of substantially all of the property of Bancorp or the Bank other than to an entity of which Bancorp or the Bank owns at least 60% of the Voting Stock;

iv. Upon the acquisition by any entity, person, or group of the control of the election of a majority of the Bank or Bancorp's directors,

v. At such time that, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Bancorp or the Bank (the "Continuing Directors") cease for any reason to constitute at least two-thirds thereof, provided that any in-dividual whose election or nomination for election as a member of the Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director.

I. Normal Retirement Age

Normal Retirement Age shall mean the date on which the Executive attains age sixty-five (65).

II.   INDEX BENEFITS

A. Retirement

Subject to Subparagraph II (D) hereinafter, if the Executive is continuously employed from the Effective Date until the Normal Retirement Date, the Executive shall be entitled to receive the balance in the Pre-Retirement Account in one hundred and twenty (120) equal monthly installments commencing thirty (30) days following the Executive's retirement.

B. Termination of Service

Subject to Subparagraph II (D), should an Executive suffer a Termination of Service prior to retirement, the Executive shall be entitled to receive zero percent (0%) of the balance in the Executive's Pre-Retirement Account if the Executive has less than five (5) years of service, at the time of the termination, with the Bank, and one hundred percent (100%) if the Executive has completed, at the time of the termination, five (5) years of service, payable to the Executive either over 120 equal payments commencing thirty (30) days following the Executive's Normal Retirement Age or as may otherwise be determined by the Bank, in its sole discretion.

If an Executive suffers a Termination of Service prior to retirement and the Executive has a vested interest in the funds in the Pre-Retirement Account, the funds in the Pre-Retirement Account will earn an annual interest rate the same as paid on the Bank's retail statement savings accounts, up to the Executive's Normal Retirement Age.

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C. Death

Should the Executive die while there is a balance in the Executive's Pre-Retirement Account, said unpaid balance of the Executive's Pre-Retirement Account shall be paid in a lump sum to the individual or individuals the Executive may have designated in a written designation filed with the Bank. In the absence of any effective beneficiary designation, the unpaid balance shall be paid as set forth herein to the duly qualified executor or administrator of the Executive's estate. Said payment due hereunder shall be made the first day of the second month following the decease of the Executive.

D. Discharge for Cause

Should the Executive be Discharged for Cause at any time, all benefits under this Plan shall be forfeited. The term "for cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge "for cause", such dispute shall be resolved by arbitration as set forth in Section VI.B. of this Agreement.

E. Death Benefit

Except as set forth above, there is no death benefit provided under this Agreement. The Executive has no death benefit under any insurance contract that may be purchased by the Bank under this Plan.

III. RESTRICTIONS UPON FUNDING

The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Plan. The Executive, the Executive’s beneficiary (ies) or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation.

The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by the Plan or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Plan, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall any Executive be deemed to have any lien or right, title or interest in or to any specific funding investment or to any assets of the Bank.

If the Bank elects to invest in life insurance, disability or annuity policy upon the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical examination and supplying such additional information necessary to obtain such insurance or annuities.

IV. CHANGE OF CONTROL

Upon a Change of Control, if the Executive subsequently suffers Termination of Service, then the Executive shall receive retirement benefits following the Executive’s Normal Retirement Date as if the Executive had been continuously employed by the Bank from the Effective Date until the Normal Retirement Date. The Executive will also remain eligible for any and all promised death benefits in this Plan.

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V. MISCELLANEOUS

A. Alienability and Assignment Prohibition

Neither the Executive, nor the Executive's surviving spouse, nor any other beneficiary (ies) under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for payment of any debts, judgements, alimony or separate maintenance owed by the Executive or the Executive’s beneficiary (ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Executive or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank's liabilities therefor shall forthwith cease and terminate.

B. Binding Obligation of the Bank and any Successor in Interest

This Agreement shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.

C. Amendment or Revocation

It is agreed by and between the parties hereto that, during the lifetime of the Executive, this Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Executive and the Bank.

D. Gender

Whenever words are used herein in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine, or neuter gender, whenever they should so apply.

E. Effect on Other Bank Benefit Plans

Nothing contained in this Agreement shall affect the right of the Executive to participate in or be covered by any qualified or non-qualified pension, profit sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the Bank's existing or future compensation structure.

F. Headings

Headings and subheadings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of the Plan.

G. Applicable Law

The validity and interpretation of this Agreement shall be governed by the laws of the State of Maryland.

H. 12 U.S.C. 1828(k)

Any payments made pursuant to this Agreement are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) or any regulations promulgated thereunder.

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I. Partial Invalidity

If any term, provision, or covenant or condition of this Agreement is determined by an arbitrator or a court, as the case may be, to be invalid, void or unenforceable, such determination shall not render any other term, provision, covenant or condition invalid, void or unenforceable, and this Agreement shall remain in full force and effect notwithstanding such partial invalidity.

J. Employment

No provision of this Agreement shall be deemed to restrict or limit any existing employment agreement by and between the Bank and the Executive, nor shall any conditions herein create specific employment rights to the Executive nor limit the right of the Bank to discharge the Executive with or without cause. In a similar fashion, no provision shall limit the Executive' s rights to voluntary sever the Executive's employment at any time.

K. Use of Estimated Rates

The Bank shall base calculations and payments required to be made prior to the receipt of the final Index for a particular year on good faith estimates. Such calculations shall be finalized as soon as practicable following the receipt of final Cost of the Index for such year, and the amount of any difference between payments made and those due pursuant to such final calculations shall be corrected, as determined by the Bank, either by (i) adjustment of future payments, or (ii) by lump sum payment due to the Bank from the recipient or due to the recipient from the Bank, within two calendar months of the final calculations.

VI. ERISA PROVISION

A. Named Fiduciary and Plan Administrator

The "Named Fiduciary and Plan Administrator" of the Plan shall be County National Bank until its resignation or removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the Plan. The Named Fiduciary may delegate to other certain aspects of the management and operation responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

B. Claims Procedure and Arbitration

In the event a dispute arises over benefits under this Plan and benefits are not paid to the Executive (or to the Executive's beneficiary (ies) in the case of the Executive's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days from the date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim the specific reasons for such denial, reference to the provisions of this Plan upon which the denial is based and any additional material or information necessary to perfect the claim Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fails to take any action within the aforesaid sixty-day period.

If claimants desire a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty (60) days of the first claim denial. Claimants may review this Plan or any relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Agreement upon which the decision is based.

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If claimants continue to dispute the benefit denial based upon completed performance of this Agreement or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an arbitrator for final arbitration. The arbitrator shall be selected by mutual agreement of the Bank and the claimants. The arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such arbitrator with respect to any controversy properly submitted to it for determination.

Where a dispute arises as to the Bank's discharge of the Executive "for cause", such dispute shall likewise be submitted to arbitration as above described and the parties hereto agree to be bound by the decision thereunder.

VII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS; TAX CONSEQUENCES

The Bank is entering into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue into effect in their current form. If any said assumptions should change and said change has a detrimental effect on this Plan, then the Bank reserves the right to terminate or modify this Agreement accordingly. Upon a Change of Control, this paragraph shall become null and void effective immediately upon said Change of Control.

Notwithstanding anything herein to the contrary, the Executive may, in the Executive’s discretion, waive any or all benefits hereunder to the extent that the amount of such benefit would be or cause an excess parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended.

IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreement and has executed the original thereof on May 9, 2005, and that, upon execution, each has received a conforming copy.

County Xxxxxxxx Xxxx

Xxxx Xxxxxx, Xxxxxxxx

__________________________________	By:  /S/ Xxx X. Xxxxx
Witness	Xxx X. Xxxxx, President/CEO
	Executive:
_________________________________	/S/ Xxxxx X. Xxxxxxxxxx
Witness	Xxxxx X. Xxxxxxxxxx

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