0001193125-10-057062 Sample Contracts

ESOP LOAN AGREEMENT
Esop Loan Agreement • March 15th, 2010 • Fairfield County Bank Corp. • Connecticut

THIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into as of , 2010, by and between , AS THE TRUSTEE FOR THE FAIRFIELD COUNTY BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust forming part of the Fairfield County Bank Employee Stock Ownership Plan (“ESOP”), and Fairfield County Bank Corp. (“Lender”), a corporation organized and existing under the laws of the United States.

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FAIRFIELD COUNTY BANK, MHC SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • March 15th, 2010 • Fairfield County Bank Corp. • Connecticut

THIS AGREEMENT is made this 1st day of July, 2009, by and between Fairfield County Bank, MHC (the “Bank”), and DAVID SCHNEIDER (the “Executive”). If Executive had a prior supplemental executive retirement agreement with the Bank, this Agreement shall constitute an amendment and restatement of that prior agreement.

PROPOSED EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2010 • Fairfield County Bank Corp. • Connecticut

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this [date], by and among FAIRFIELD COUNTY BANK (the “Bank”), and FAIRFIELD COUNTY BANK CORP. (the “Corporation”), and [ ] (the “Executive”). The Corporation and the Bank are sometimes referred to in this Agreement individually and together as the “Employer.”

FAIRFIELD COUNTY BANK CORP DIRECTOR RETIREMENT AGREEMENT
Director Retirement Agreement • March 15th, 2010 • Fairfield County Bank Corp. • Connecticut

THIS AGREEMENT is made this day of , by and between FAIRFIELD COUNTY BANK CORP., a Connecticut mutual savings bank located in Ridgefield, Connecticut (the “Bank”), and (the “Director”). This Agreement is an amendment and restatement of an Agreement originally entered into .

FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • March 15th, 2010 • Fairfield County Bank Corp. • Connecticut

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into effective as of this [date], by and between FAIRFIELD COUNTY BANK, and [ ] (the “Executive”).

FAIRFIELD COUNTY BANK CORP. DIRECTOR DEFERRED FEE AGREEMENT
Director Deferred Fee Agreement • March 15th, 2010 • Fairfield County Bank Corp. • Connecticut

THIS AGREEMENT is made this day of , by and between Fairfield County Bank Corp. located in Ridgefield, Connecticut (the “Company”), and (the “Director”). This Agreement is an amendment and restatement of an Agreement originally entered into .

INTRODUCTION
Executive Death Benefit Plan • March 15th, 2010 • Fairfield County Bank Corp. • Connecticut

The Company wishes to attract and retain highly qualified executives. To further this objective, the Company is willing to provide a death benefit to the designated beneficiary of each participating executive. The Company will pay Plan death benefits from its general assets.

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