Employee Benefit Plans. Except for the sponsorship of Assumed Employee Benefit Plans, Purchaser shall not assume any Employee Benefit Plan or any Liability thereunder or related thereto and Purchaser shall provide only those benefits to Continuing Employees as of or after the Closing as Purchaser shall determine. In addition, Purchaser shall assume all responsibility for, and honor, paying any unpaid base wages and base salaries, accrued commissions, vacation, sick leave, personal time of the Continuing Employees but only to the extent not paid as of the Closing Date and set forth in the Financial Statements (the “Unpaid Compensation”). Except for obligations relating solely to the Assumed Employee Benefit Plans specifically assumed under [Section 2.3(c)] and the Unpaid Compensation, and as set forth in Sections 9.3 and 9.4, Sellers shall indemnify, defend and hold harmless Purchaser from and against all obligations, claims or Liabilities at any time arising under or in connection with any Employee Benefit Plan. Except as set forth in Sections 9.3 and 9.4, nothing contained in this Agreement, express or implied: # shall be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement; # shall alter or limit the ability of Purchaser or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them; or # is intended to confer

Benefit of Guaranty. The provisions of this Article VIII are for the benefit of [[Organization B:Organization]], their successors, and their permitted transferees, endorsees and assigns. In the event all or any part of the Obligations are transferred, endorsed or assigned by the Secured Parties, as the case may be, to any Person or Persons in accordance with the terms of this Agreement, any reference to the “[[Organization B:Organization]]” herein, as the case may be, shall be deemed to refer equally to such Person or Persons.

Form of Benefit The Supplemental Retirement Benefit payable to a Participant shall be payable as a Single Life Annuity with Ten Years Certain

Benefit Commencement Date Subject to any delay in accordance with [Section 39], benefits under this Plan commence on the Participant's Benefit Commencement Date

Amount of Benefit. The benefit under this Section 4.1 is the Deferral Account balance at the Participant’s Separation from Service.

Payment of Benefit. The Bank shall pay the benefit under this Section 4.1 to the Participant on the Bank’s first payroll date after the six month anniversary of the Participant’s Separation from Service.

Payment of Benefit. The Bank shall pay the benefit under this Section 4.2 to the Participant in a lump sum within ten (10) days following a change in control.

Years of Credited Service shall mean a Participant's "Years of Credited Service" as defined in the First Bancorp Employees' Pension Plan, provided that for purposes of this Plan, the Years of Credited Service for any Employee who becomes a Participant on or after January 1, 2009 shall not exceed the number of Plan Years during which he has been a· Participant, unless otherwise provided in writing by the Company prior to the commencement of the Employee's participation in the Plan.

Supplemental Pension Benefit. The "supplemental pension benefit" shall be the greater of # the supplemental cash balance accrued benefit described in Paragraph 1(b)(1) of this [Annex A], or # the supplemental unit credit accrued benefit described in Paragraph 1(b)(2) of this [Annex A].

Set forth on [Schedule 3.19(a)] is a true and complete list of each Benefit Plan. With respect to each Benefit Plan: # such Benefit Plan has been in all material respects operated, administered and enforced in accordance with its terms and in compliance with, and such Benefit Plan complies with, all applicable Laws, including ERISA and the Code (including [Section 409A] thereof), in all material respects; # no breach of fiduciary duty has occurred; # no Action is pending, or to the Knowledge of the Company, threatened (other than routine claims for benefits arising in the ordinary course of administration); # no prohibited transaction, as defined in [Section 406] of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and # all contributions and premiums due through the Closing Date have been made as required under ERISA or have been fully accrued on the Financial Statements. All Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any liability to the Company, Buyer or any of their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or any other charges or liabilities (except for ordinary course termination expenses).