Exhibit 10.3
MEMORANDUM OF AGREEMENT
AND
INDEXED EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT
▇▇▇▇ STATE BANK, RIVERDALE, GEORGIA
MEMORANDUM OF AGREEMENT
This agreement made and entered into as outlined in Memorandum of Agreement
dated January 12, 1995 with effective date of employment of March 1, 1995
between ▇▇▇▇ Bankshares corporation and ▇▇▇▇ State Bank (hereinafter referred to
as "Bank") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (hereinafter referred to as "Employee") enter
into this agreement under the terms and conditions as follows:
(1)
Employee shall serve as President and Chief Executive Officer of the bank
and shall perform such services and duties as the Board of Directors may
designate. Employee shall control the general management of the bank with all
the authority and power necessary, subject to the direct of the Board of
Directors.
(2)
The term of the employment contract shall be for five years from date of
this Agreement of March 1, 1995 unless terminated pursuant to the terms and
conditions contained herein.
(3)
This agreement shall be terminated by Bank without additional compensation
at an earlier date by:
(a) The inability of the Employee due to illness, accident, or other
physical or mental incapacity to perform the services provided for hereunder for
an aggregate of 180 days within any 360 consecutive day period;
(b) Any act of gross negligence or gross neglect or the conviction of a
felony or misdemeanor that results in any adverse effect on the Bank;
(c) Failure or refusal of Employee to comply with the terms of this
agreement.
(4)
The Bank may terminate this agreement without cause by written notice and
upon payment of the base compensation for the remainder of the term of the
agreement but not to exceed a period of twelve (12) consecutive months.
(5)
In the event employee elects to terminate this agreement prior to the
ending date, he shall give in writing a sixty (60) day notice and shall forfeit
any future compensation provided for and shall become an Employee at the will
and discretion of the Board of Directors and shall receive only compensation for
services rendered. In that event the Employee shall for a period of twelve (12)
months not accept employment with any financial institution having its principal
office in ▇▇▇▇▇▇▇ County.
(6)
In the event of change of control of the bank and the acquiring bank does
not retain employee at the same position with the same benefits and compensation
at the same location the employee shall be entitled to receive a lump sum cash
payment of one and one-half times his annual salary.
(7)
The bank shall pay the employee a base salary of $120,000.00 annually,
plus, an executive salary continuation plan. Said plan agreement to be executed
contemporaneously with this agreement.
(8)
The bank shall provide the employee a suitable automobile for business use.
(9)
Employee shall participate in the life insurance; health insurance;
disability insurance and vacation programs as is usual and customary for bank
employees.
(10)
It is agreed that employee shall within thirty-six (36) months from
employment date of March 1, 1993 move his residence to ▇▇▇▇▇▇▇ County or an
agreed upon nearby community. The bank shall pay relocation expenses up to
$15,000.00. Said expenses to include moving by a professional moving company;
sales commission on the sale of his present home and closing cost on the
purchase of his new home.
(11)
This agreement shall be construed and enforced under the laws of the State
of Georgia. In the event any provision of this agreement shall be held to be
void or unenforceable such action shall not affect the remaining provisions
thereof.
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(12)
This agreement contains the sole and entire agreement between the parties
and shall be modified or amended only in writing.
This 7th day of August, 1995.
▇▇▇▇ BANKSHARES CORPORATION
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Chairman Board of Directors
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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INDEXED EXECUTIVE SALARY CONTINUATION PLAN
------------------------------------------
AGREEMENT
---------
This Agreement, made and entered into by and between ▇▇▇▇ State Bank, a
Bank organized and existing under the laws of the State of Georgia, hereinafter
referred to as "the Bank", and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ a Key Employee and the
Executive of the Bank, hereinafter referred to as "the Executive".
The Executive has been in the employ of the Bank for several years and has
now and for years past faithfully served the Bank. It is the consensus of the
Board of Directors of the Bank (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.
The Board further believes that the Executive's experience, knowledge of
corporate affairs, reputation and industry contacts are of such value and his
continued services are so essential to the Bank's future growth and profits that
it would suffer severe financial loss should the Executive terminate his
services.
Accordingly, 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 his retirement and, alternatively, to his beneficiary(ies) in the
event of his premature death while employed by the Bank.
It is the intent of the parties hereto that this Agreement be considered an
arrangement maintained primarily to provide supplemental retirement benefits for
the Executive, as a member of a select group of management or highly-compensated
employees of the Bank for purposes of the Employee Retirement Security Act of
1974 (ERISA). The Executive is fully advised of the Bank's financial status and
has had substantial input in the design and operation of this benefit plan.
Therefore, in consideration of the Executive's services performed in the
past and those to be performed in the future and based upon the mutual promises
and covenants herein contained, the Bank and the Executive, agree as follows:
14. DEFINITIONS
1. Effective Date:
--------------
The Effective Date of this Agreement shall be 7th August, 1995.
2. Plan Year:
---------
Any reference to "Plan Year" shall mean a calendar year from January 1
to December 31. In the year of implementation, the term "Plan Year"
shall mean the period from the effective date to December 31 of the
year of the effective date.
3. Retirement Date:
---------------
Retirement Date shall mean retirement from service with the Bank which
becomes effective on the first day of the calendar month following the
month in which the Executive reaches his sixty (60th) birthday or such
later date as the Executive may actually retire.
4. Termination of Service:
----------------------
Termination of Service shall mean voluntary resignation of service by
the Executive or the Bank's discharge of the Executive without cause
[cause being defined in subparagraph III (E) hereinafter], prior to the
Normal Retirement Age [described in subparagraph I (J) hereinafter].
5. Pre-Retirement Account:
----------------------
A Pre-Retirement Account shall be established as a liability reserve
account on the books of the Bank for the benefit of the Executive.
Prior to termination of service or the Executive's retirement, such
liability reserve account shall be increased or decreased each Plan
Year (including the Plan Year in which the Executive ceases employment)
by an amount equal to the annual earnings or loss for that Plan Year
determined by the Index [described in subparagraph I (G) hereinafter],
less the Cost of Funds Expense for that Plan Year [described in
subparagraph I (H) hereinafter].
6. Index Retirement Benefit:
------------------------
The Index Retirement Benefit for the Executive for any year shall be
equal to the excess of the annual earnings (if any) determined by the
Index [subparagraph I (G)] for that Plan Year over the Cost of Funds
Expense [subparagraph I (H)] for that Plan Year.
7. Index:
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The Index for any Plan Year shall be the aggregate annual after-tax
income from the life insurance contracts described hereinafter as
defined by FASB Technical Bulletin 85-4. This Index shall be applied
as if such insurance contracts were purchased on the effective date
hereof.
Insurance Company: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Life Insurance Company
Policy Form: Flexible Premium Adjustable Life Insurance
Policy Name: Universal Life
Insured's Age and Sex: 48, Male
Riders: None
Ratings: None
Option: A
Face Amount: $771,000
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Premiums Paid: $300,000
Number of Premium Payments: One
Assumed Purchase Date: August 3, 1995
If such contracts of life insurance are actually purchased by the Bank
then the actual policies as of the dates they were 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 from the above named insurance
company(ies) on the Effective Date from which the increase in policy
value will be used to calculate the amount of the Index.
In either case, references to the life insurance contract are merely
for purposes of calculating a benefit. The Bank has no obligation to
purchase such life insurance and, if purchased, the Executive and his
beneficiary(ies) shall have no ownership interest in such policy and
shall always have no greater interest in the benefits under this
Agreement than that of an unsecured general creditor of the Bank.
8. Cost of Funds Expense:
---------------------
The Cost of Funds Expense for any Plan Year shall be calculated by
taking the sum of the amount of premiums set forth in the Indexed
policies described above plus the amount of any benefits paid to the
Executive pursuant to this Agreement (Paragraph III hereinafter) plus
the amount of all previous years after-tax Costs of Funds Expense, and
multiplying that sum by the average after-tax cost of funds of the
Bank's third quarter Call Report for the Plan Year as filed with the
Federal Reserve.
9. Change Of Control:
-----------------
Change of control shall be deemed to be the cumulative transfer of more
than fifty percent (50%) of the voting stock of the Bank holding
company from the Effective Date of this Agreement. For the purposes of
this Agreement, transfers on account of deaths or gifts, transfers
between family members or transfers to a qualified retirement plan
maintained by the Bank shall not be considered in determining whether
there has been a change in control.
10. Normal Retirement Age:
---------------------
Normal Retirement Age shall mean the date on which the Executive
attains age sixty (60).
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15. 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 Employer to discharge the Executive
with or without cause. In a similar fashion, no provision shall limit the
Executive's rights to voluntarily sever his employment at any time.
16. INDEX BENEFITS
The following benefits provided by the Bank to the Executive are in the
nature of a fringe benefit and shall in no event be construed to effect nor
limit the Executive's current or prospective salary increases, cash bonuses
or profit-sharing distributions or credits.
1. Retirement Benefits:
-------------------
Should the Executive continue to be employed by the Bank until his
"Normal Retirement Age" defined in subparagraph I (J), he shall be
entitled to receive the balance in his Pre-Retirement Account [as
defined in subparagraph I (E)] in ten (10) equal annual installments
commencing thirty (30) days following the Executive's Retirement Date.
In addition to these payments, commencing with the Plan Year in which
the Executive attains his Retirement Date, the Index Retirement Benefit
[as defined in subparagraph I (F) above] for each year shall be paid to
the Executive until his death.
2. Additional Contributions:
------------------------
The Bank shall make an initial payment of thirty thousand dollars
($30,000) to the Pre-Retirement Account. Any lump sum contribution by
the Bank or the Executive over and above the Indexed Retirement Benefit
as defined in subparagraph I(F), shall be fully vested upon payment and
shall not be subject to forfeiture. Should the Executive be discharged
for cause [as defined in subparagraph III (E)] all additional
contributions shall be paid within ninety (90) days of his last day of
service or final determination if submitted for arbitration as provided
for in subparagraph VII (B).
3. Termination of Service:
----------------------
Subject to subparagraph III (E) hereinafter, should the Executive
suffer a termination of service [defined in subparagraph I (D)], he
shall be entitled to receive thirteen percent (13%), times the number
of full years of service for the first four (4) years and eight percent
(8%) for each year of service thereafter [to a maximum of one hundred
percent (100%)] the Executive has served from the date of first
employment prior to attaining Normal Retirement-Age with the Bank times
the balance in the
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Pre-Retirement Account paid over ten (10) years in equal installments
commencing at the Retirement Date [subparagraph I (C)]. In addition to
these payments, thirteen percent (13%) times full years of service for
the first four (4) years and eight percent (8%) for each year of
service thereafter [to a maximum of one hundred percent (100%)], times
the Index Retirement Benefit for each year of service shall be paid to
the Executive until his death.
4. Death:
-----
Should the Executive die prior to having received the full balance of
the Pre-Retirement Account, the unpaid vested balance (pursuant to
subparagraph III C) of the Pre-Retirement Account shall be paid in a
lump sum to the beneficiary selected by the Executive and filed with
the Bank. In the absence of or a failure to designate a beneficiary,
the unpaid balance shall be paid in a lump sum to the personal
representative of the Executive's estate.
5. Discharge for Cause:
-------------------
Should the Executive be discharged for cause at any time prior to his
Retirement Date, all benefits under this Agreement [subparagraphs III
(A), (C), and (D)] shall be forfeited. The term "for cause" shall mean
gross negligence or gross neglect or the conviction of a felony or
misdemeanor that results in any adverse effect on the Bank. If a
dispute arises as to discharge "for cause", such dispute shall be
resolved by arbitration as set forth in this Agreement.
6. Death Benefit:
-------------
Except as set forth above, there is no death benefit provided under
this Agreement.
17. 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 Agreement. The
Executive, his beneficiary(ies) or any successor in interest to him 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 this Agreement or to refrain from funding the
same and to determine the exact nature and method of such funding. Should
the Bank elect to fund this Agreement, 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 the
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.
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If the Bank elects to invest in a 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 exam and supplying such additional
information necessary to obtain such insurance or annuities.
18. CHANGE OF CONTROL
Upon a Change of Control [as defined in subparagraph I (I) herein], if the
Executive's employment is subsequently terminated then he shall receive the
benefits promised in this Agreement upon attaining Normal Retirement Age, as
if he had been continuously employed by the Bank until that time. The
Executive will also remain eligible for all promised death benefits in this
Agreement. In addition, no sale, merger or consolidation of the Bank shall
take place unless the new or surviving entity expressly acknowledges the
obligations under this Agreement and agrees to abide by its terms.
19. MISCELLANEOUS
1. Alienability and Assignment Prohibition:
---------------------------------------
Neither the Executive, his widow nor any other beneficiary under this
Agreement 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 the payment of any debts,
judgments, alimony or separate maintenance owed by the Executive or his
beneficiary, 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 shall
forthwith cease and terminate.
2. Binding Obligation of Bank and any Successor in Interest:
--------------------------------------------------------
The Bank expressly agrees that it shall not merge or consolidate into
or with another bank or sell substantially all of its assets to another
bank, firm or person until such bank, firm or person expressly agrees,
in writing, to assume and discharge the duties and obligations of the
Bank under this Agreement. This Agreement shall be binding upon the
parties hereto, their successors, beneficiary(ies), heirs and personal
representatives.
3. 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 assent of
the Executive and the Bank.
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4. Gender:
------
Whenever in this Agreement words are used 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.
5. 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.
6. Headings:
--------
Headings and subheadings in this Agreement are inserted for reference
and convenience only and shall not be deemed a part of this Agreement.
7. Applicable Law:
--------------
The validity and interpretation of this Agreement shall be governed by
the laws of the State of Georgia.
20. ERISA PROVISION
1. Named Fiduciary and Plan Administrator:
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The "Named Fiduciary and Plan Administrator" of this plan shall be ▇▇▇▇
State Bank until its removal by the Board. As Named Fiduciary and
Administrator, the Bank shall be responsible for the management,
control and administration of the Salary Continuation Agreement as
established herein. He may delegate to others 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.
2. Claims Procedure and Arbitration:
--------------------------------
In the event a dispute arises over benefits under this Agreement and
benefits are not paid to the Executive (or to his beneficiary 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 Plan Administrator named above within ninety (90) days from the
date payments are refused. The Plan Administrator shall review the
written claim and if the claim is denied, in whole or in part, they
shall provide in writing within ninety (90) days of receipt of such
claim their specific reasons for such denial, reference to the
provisions of this Agreement upon which the denial is based and any
additional
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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 Plan Administrator fails to take any
action within the aforesaid ninety-day period.
If claimants desire a second review they shall notify the Plan
Administrator in writing within ninety (90) days of the first claim
denial. Claimants may review this Agreement or any documents relating
thereto and submit any written issues and comments they may feel
appropriate. In its sole discretion, the Plan Administrator shall then
review the second claim and provide a written decision within ninety
(90) 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 this Agreement upon which the decision is based.
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 a Board of Arbitration for final arbitration. Said Board shall
consist of one member selected by the claimant, one member selected by
the Bank, and the third member selected by the first two members. The
Board 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 Board 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.
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IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully
read this Agreement and executed the original thereof on the 7th day of August,
1995 and that, upon execution, each has received a conforming copy.
▇▇▇▇ STATE BANK
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------- ------------------------------------
Witness Chairman Bd of Dir. Title
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------- ---------------------
Witness ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
9
FLEXIBLE PREMIUM LIFE INSURANCE
-------------------------------
ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
----------------------------------------------
Insurer: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Life Insurance Company
Policy Number: ▇▇▇▇▇▇▇▇▇▇
Bank: ▇▇▇▇ State Bank
Insured: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Relationship of Bank to Insured: Employer
The respective rights and duties of the Bank and the Insured in the subject
policy shall be as defined in the following:
I. DEFINITIONS
Refer to the policy contract for the definition of all terms in this
Agreement.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Bank and the Insured (or assignee, with the
consent of the Insured) mutually agree to exercise the right to increase
the coverage under the subject split dollar policy, then, in such event,
the rights, duties and benefits of the parties to such increased coverage
shall continue to be subject to the terms of this Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive his share of the proceeds payable
upon the death of the Insured and to elect and change a payment option for
such beneficiary, subject to any right or interest the Bank may have in
such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
The Bank shall pay an amount equal to the planned premiums and any other
premium payments that might become necessary to keep the policy in force.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank
(or its administrator) will report to the Employee the amount of imputed
income received each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraph VII herein, the division of the death proceeds of the
policy is as follows:
A. The Insured's beneficiary(ies), designated in accordance with
Paragraph III, shall be entitled to an amount equal to eighty percent
(80%) of the net at risk insurance portion of the proceeds. The net
at risk insurance portion is the total proceeds less the cash value
of the policy.
B. The Bank shall be entitled to the remainder of such proceeds.
C. The Bank and the Insured (or assignees) shall share in any interest
due on the death proceeds on a pro rata basis as the proceeds due
each respectively bears to the total proceeds, excluding any such
interest.
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any
policy loans and unpaid interest or cash withdrawals previously incurred
by the Bank and any applicable surrender charges. Such cash value shall be
determined as of the date of surrender or death as the case may be.
VIII. PREMIUM WAIVER
If the policy contains a premium waiver provision, such waived amounts
shall be considered for all purposes of this Agreement as having been paid
by the Bank.
IX. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits,
on expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy's cash value. Such
endowment proceeds or annuity benefits shall be considered to be like
death proceeds for the purposes of division under this Agreement.
X. TERMINATION OF AGREEMENT
This Agreement shall terminate at the option of the Bank following thirty
(30) days written notice to the Insured if the Insured shall be discharged
from employment with the Bank for cause. The term "for cause" shall mean
gross negligence or gross neglect or the commission of a felony or gross-
misdemeanor involving moral turpitude, fraud, dishonesty or willful
violation of any law that results in any adverse effect on the Bank.
Upon such termination, the Insured (or assignee) shall have a ninety (90)
day option to receive from the Bank an absolute assignment of the policy
in consideration of a cash payment to the Bank whereupon this Agreement
shall terminate. Such cash payment shall be the greater of:
1. The Bank's share of the cash value of the policy on the date of such
assignment, as defined in this Agreement.
2. The amount of the premiums which have been paid by the Bank prior to
the date of such assignment.
Should the Insured (or assignee) fail to exercise this option within the
prescribed ninety (90) day period, the Insured (or assignee) agrees that
all of his rights, interest and claims in the policy shall terminate as of
the date of the termination of this Agreement.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Insured may not, without the written consent of the Bank assign to any
individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created
under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
▇▇▇▇ State Bank is hereby designated the "Named Fiduciary" until
resignation or removal by the board of directors. As Named Fiduciary, ▇▇▇▇
State Bank shall be responsible for the management, control, and
administration of this Split Dollar Plan as established herein. The
Named Fiduciary may allocate to others certain aspects of the management
and operation responsibilities of the plan, including the employment of
advisors and the delegation of any ministerial duties to qualified
individuals.
XIV. FUNDING POLICY
The funding policy for this Split Dollar Plan shall be to maintain the
subject policy in force by paying, when due, all premiums required.
XV. CLAIMS PROCEDURE FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR PLAN
Claim forms or claim information as to the subject policy can be obtained
by contacting The Benefit Marketing Group, Inc. (404-952-1529). When the
Named Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, he should contact the office named
above and they will either complete a claim form and forward it to an
authorized representative of the Insurer or advise the named Fiduciary
what further requirements are necessary. The Insurer will evaluate and
make a decision as to payment. If the claim is payable, a benefit check
will be issued to the Named Fiduciary.
In the event that a claim is not eligible under the policy, the Insurer
will notify the Named Fiduciary of the denial pursuant to the requirements
under the terms of the policy. If the Named Fiduciary is dissatisfied with
the denial of the claim and wishes to contest such claim denial, he should
contact the office named above and they will assist in making inquiry to
the Insurer. All objections to the Insurer's actions should be in writing
and submitted to the office named above for transmittal to the Insurer.
XVI. GENDER
Whenever in this Agreement words are used 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.
XVII. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will
respect the rights of the parties as herein developed upon receiving an
executed copy of this Agreement. Payment or other performance in
accordance with the policy provisions shall fully discharge the Insurer
for any and all liability.
Executed at Riverdale, Georgia this 7th day of August, 1995.
▇▇▇▇ STATE BANK
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By:
----------------------------- -------------------------------------
Witness Title
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By:
----------------------------- -------------------------------------
Witness ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
BENEFICIARY DESIGNATION FORM
PRIMARY DESIGNATION:
Name Relationship
---- ------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Wife
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CONTINGENT DESIGNATION:
The Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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