HARBOR FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR XXXXXX X. XXXXXXXX
_______________________________
1998 AMENDMENT
_______________________________
WHEREAS, Harbor Federal Savings Bank (the "Bank") has
entered into a Executive Retirement Agreement (the "SERA") with
Xxxxxx X. Xxxxxxxx (the "Executive"), and the Bank's Board of
Directors and the Executive have agreed that due and adequate
consideration exists to amend the SERA in the manner set
forth herein.
NOW, THEREFORE, effective March 30, 1998, the SERA shall be
amended as follows, pursuant to Article XI thereof:
1. The Supplemental Executive Retirement Agreement shall
be amended by replacing "Harbor Federal Savings and Loan
Association" with "Harbor Federal Savings Bank" and by replacing
"Association" with "Bank" wherever they appear in the document.
2. Article IX of the Plan shall be amended by replacing
its second sentence with the following sentences:
Notwithstanding any provisions of this Agreement to
the contrary, any benefits that are or become payable after
the closing date of a Change in Control shall be paid in
the manner selected by the Executive in a duly executed
election (the "Election Form") in the form attached hereto
as Exhibit "A"; provided that such an election will be
honored and given effect only if it is properly made and
delivered to the Bank more than 90 days before said closing
date. The Executive may specify on the Election Form the
manner of payment to his beneficiary, and may at any time
or from time to time change the identity or manner of
payment to his beneficiary. Present value determinations,
as well as interest accruals on present value sums that are
paid at a Participant's election in installments over a
fixed period of years, shall be calculated at a rate equal
to 120% of the applicable federal rate, compounded
semiannually, as determined under Section 1274(d) of the
Internal Revenue Code of 1986, as amended, and the
regulations thereunder.
3. Nothing contained herein shall be held to alter, vary,
or affect any of the terms, provisions, or conditions of the
Plan other than stated above.
1998 Amendment to SERA
Page 2
WHEREFORE, the undersigned hereby execute this 1998
Amendment to the SERA on March 30, 1998.
HARBOR FEDERAL SAVINGS BANK
Witnessed by:
/s/ Xxxxxxx Xxxxxxx By /s/ Xxxxxx X. Xxxx
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Senior Board Member
EXECUTIVE
Witnessed by:
/s/ Xxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
THE HARBOR FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
WITH XXXXXX X. XXXXXXXX
__________________________________
1998 AMENDMENT TO TRUST AGREEMENT
__________________________________
WHEREAS, Harbor Federal Savings Bank (the "Bank") entered
into a trust agreement (the "Trust Agreement") with Xxxxxx X.
Xxxx (the "Trustee"), and the Company and the Trustee have
determined that it is in their respective best interests to
amend the Trust Agreement.
NOW, THEREFORE, effective March 30, 1998, the Trust
Agreement shall be amended as follows, pursuant to Section 12
thereof:
1. The Trust Agreement shall be amended by replacing its
title "TRUST AGREEMENT UNDER THE HARBOR FEDERAL SAVINGS AND
LOAN ASSOCIATION SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT"
with "HARBOR FEDERAL SAVINGS BANK GRANTOR TRUST."
2. The Trust Agreement shall be further amended by
replacing "Harbor Federal Savings and Loan Association" with
"Harbor Federal Savings Bank" and "Association" with "Bank" and
wherever these terms appear in the document.
3. The Trust Agreement shall be further amended by
replacing the first two "WHEREAS" clauses with the following
paragraph:
WHEREAS, the Bank has entered into (i) an agreement
with Xxxxxx X. Xxxxxxxx (the "Executive") pursuant to which
the Executive (or, in the event of his death, his surviving
spouse) will receive supplemental retirement benefits, (ii)
an employment agreement with the Executive dated August 11,
1994, and (iii) severance agreements with Officers
Williams, Luken, Anthony, Epps, and Lancaster
(collectively, the "Officers") -- the agreements under (i),
(ii), and (iii) being collectively referred to as "the
Agreements";
4. The Trust Agreement shall be further amended by
replacing the reference to "the Agreement and the Severance
Agreements" with "the Agreements" wherever they appear in the
document.
5. Section 2 of the Trust Agreement shall be amended by
adding the following subsection (d) immediately at the end
thereof:
1998 Amendment to
SERA Trust Agreement
Page 2
(d) Upon a change in control within the meaning of
Section 11(a) of the Employment Agreement with Xx. X.
Xxxxxxxx, the Bank shall, as soon as possible but in no
event more than ten business days after the change in
control, make an irrevocable contribution to this Trust in
an amount that is projected to provide the Trust with
sufficient funds to pay each Beneficiary the benefits to
which he or she is entitled pursuant to the Agreements as
in effect on the date of the change in control. Executive
officers of the Bank shall be entitled to direct the
Trustee to pay such benefits without pre-approval of the
acquiring company.
6. Section 10 of the Trust Agreement shall be amended by
adding the following paragraph immediately at the end thereof:
Notwithstanding the foregoing, if the Trustee resigns
or is removed following a change in control, the Trustee
that has resigned or is being removed shall appoint as its
successor a third party financial institution that has
trust powers, is independent of and unrelated to the entity
that has acquired or otherwise obtained control of the
Bank, and is agreed to in writing by 80% of the Trust
Beneficiaries.
7. Nothing contained herein shall be held to alter, vary
or affect any of the terms, provisions, or conditions of the
Trust Agreement, other than as stated above.
WHEREFORE, on this 30th day of March, 1998, the undersigned
hereby execute this 1998 Amendment to the Trust Agreement.
HARBOR FEDERAL SAVINGS BANK
Witnessed by:
/s/ Xxxx Xxxxxx By /s/ Xxxxxx X. Xxxxxxxx
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Its Chairman of the Board
TRUSTEE
Witnessed by:
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxx
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