FHE Draft
May 3, 1998
[Champagne]
EMPLOYMENT AGREEMENT
AGREEMENT made as of the ___ day of ______, 1998, by and among [SEACOAST
FINANCIAL SERVICES CORPORATION], a Massachusetts corporation (the "Holding
Company") and the parent company for COMPASS BANK FOR SAVINGS, a Massachusetts
chartered savings bank, with its executive offices in New Bedford, Massachusetts
(the "Bank") (the Bank and the Holding Company shall be hereinafter collectively
referred to as the "Employers"), and Xxxxx X. Xxxxxxxxx of New Bedford,
Massachusetts (the "Executive").
WITNESSETH
WHEREAS, the Holding Company desires to continue to provide for the
Executive's employment by the Holding Company and the Bank;
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the Holding Company and the Executive agree as follows:
1. Employment. The Executive shall serve the Bank and the Holding Company
as President and Chief Executive Officer. In such positions, the Executive shall
have the duties, responsibilities and authorities determined and designated from
time to time by the respective Boards of Directors, including without limitation
complete management authority with respect to, and responsibility for, the
overall operations and day-to-day business and affairs of the Bank and the
Holding Company. The Executive shall serve under the direction and supervision
of and report only to the Boards. Notwithstanding the above, the Executive shall
not be required to perform any duties and responsibilities (a) which would
result in a noncompliance with or violation of any applicable law or regulation
or (b) on a regular basis in any locations outside the counties in which the
Bank now has branch offices, unless agreed upon by the Executive.
2. Effective Date and Term. The commencement date (the "Commencement Date")
of this Agreement shall be the date first above written. The initial term of the
Executive's employment hereunder shall be for three years from the Commencement
Date. The parties intend that, at any point in time during the Executive's
employment hereunder, the then-remaining term of his employment under this
Agreement shall be three years. Accordingly, the term of employment shall be
automatically extended by one day for each day that the Executive remains
employed by the Bank or the Holding Company, unless the Executive elects not to
continue to extend the term of this Agreement by giving written notice in
accordance with Section 7.2 of this Agreement, or either Board elects not to
continue to extend the term of this Agreement (in which event the provisions of
Section 7.1 shall apply). The last day of such term as so extended from time to
time, is herein sometimes referred to as the "Expiration Date" and the time
period from the Commencement Date through the Expiration Date shall be the "Term
of Employment". At least once in each calendar year the Holding Company Board
will review the Agreement and
Executive's performance annually for purposes of determining whether to continue
to extend the Agreement and the rationale and results thereof shall be included
in the minutes of such Board's meeting. The Board shall give notice to the
Executive reasonably promptly after such review if it has determined not to
continue to extend this Agreement.
3. Compensation and Benefits. The compensation and benefits payable to the
Executive under this Agreement shall be as follows:
3.1 Salary. For all services rendered by the Executive to the Holding
Company and its Subsidiaries, the Executive shall be entitled to receive a base
salary at the rate of $__________ per year, subject to increase from time to
time in accordance with the usual practices of the Holding Company with respect
to review of compensation of its senior executives. In addition, if the Board
increases the Executive's annual base salary at any time before the Expiration
Date, such increased annual base salary shall become a floor below which such
annual base salary shall not fall at any future time during the Term of
Employment without the Executive's written consent, provided, however, that such
increased salary may be reduced (but not below the level originally in effect on
the Commencement Date) on a basis consistent with and concurrently with
across-the-board salary reductions based on the Employers' financial
performance similarly affecting all senior management personnel of the Holding
Company and its Subsidiaries. The Executive's salary shall be payable in
periodic installments in accordance with the Holding Company's usual practice
for its senior executives.
3.2 Regular Benefits. The Executive shall also be entitled to participate
in any and all employee benefit plans, medical insurance plans, disability
income plans, retirement plans, bonus incentive plans, and other benefit plans
from time to time in effect for senior executives of the Holding Company. Such
participation shall be subject to (i) the terms of the applicable plan
documents, (ii) generally applicable policies of the Holding Company and (iii)
the discretion of the Board of Directors of the Holding Company or any
administrative or other committee provided for in or contemplated by such plan.
3.3 Other Benefits.
(a) Automobile. The Executive shall be also be provided with the use of
an automobile at the Employers' expense. The Executive shall comply with such
reasonable reporting and expense limitations on the use of the automobile as may
be established from time to time by the Holding Company. The Holding Company
shall include annually on the Executive's Form W-2 any amount attributable to
his personal use of such automobile.
(b) Business Memberships. The Executive shall also be reimbursed for
the reasonable annual membership fees for the country club of the Executive's
choice.
(c) SERP. The Executive shall be entitled to continue to receive the
SERP now being maintained on his behalf by the Employers.
3.4 Business Expenses. The Holding Company shall reimburse the Executive
for
all reasonable travel and other business expenses incurred by him in the
performance of his duties and responsibilities, subject to such reasonable
requirements with respect to substantiation and documentation as may be
specified by the Holding Company.
3.5 Vacation. The Executive shall be entitled to not less than five (5)
weeks of vacation per year, to be taken at such times and intervals as shall be
determined by the Executive with the approval of the Holding Company, which
approval shall not be unreasonably withheld.
3.6 General. Nothing paid to the Executive under any plan, policy or
arrangement currently in effect or made available in the future shall be deemed
to be in lieu of other compensation to the Executive as described in this
Agreement.
4. Extent of Service. During the Term of Employment, the Executive shall,
subject to the direction and supervision of the Board of Directors of the
Holding Company, devote his full time, best efforts and business judgment, skill
and knowledge to the advancement of the Employers' interests and to the
discharge of his duties and responsibilities hereunder. He shall not engage in
any other business activity, except as may be approved by the Board of
Directors; provided, however, that nothing herein shall be construed as
preventing the Executive from:
(a) investing his assets in such form or manner as shall not require
any material services on his part in the operations or affairs of the companies
or the other entities in which such investments are made; or
(b) serving on the board of directors of any company not in competition
with either Employer, provided that the Executive shall not render any material
services with respect to the operations or affairs of any such company; or
(c) engaging in religious, charitable or other community or non-profit
activities which do not impair his ability to fulfill his duties and
responsibilities under this Agreement.
5. Termination Upon Death. In the event of the Executive's death during the
Term of Employment, the Executive's employment shall terminate on the date of
his death. The Holding Company shall pay to the Executive's beneficiary
designated in writing to the Holding Company prior to his death (or to his
estate, if he fails to make such designation), (i) any base salary or other
compensation earned (together with a pro rata portion of the bonus payable with
respect to the year in which death occurred) but not paid to Executive prior to
the date of death, plus (ii) the base salary that Executive would have earned
for a period of six months following his death, plus (iii) any death benefits
that Executive is entitled to under the Holding Company's policies in effect on
Executive's date of death. The foregoing bonus payments shall be payable at the
time of payment of similar bonus payments made to other executives of the
Holding Company and shall be computed on the assumption that all the Executive's
individual goals (if any) under any applicable bonus plans were achieved. In
addition, the Holding Company shall continue in effect the medical benefits of
the Executive and Executive's dependents, or any of the same, at the level in
effect on, and at the same out-of-pocket cost to the Executive as of, the date
of death for a six month period commencing on the date of death (or, if such
continuation is not permitted by
applicable law or if the Board so determines in its sole discretion, the Holding
Company shall provide the economic equivalent in lieu thereof).
6. Termination by the Holding Company for Cause.
6.1 Termination by Holding Company. The Executive's employment hereunder
may be terminated by the Holding Company without further liability on the part
of the Holding Company, effective immediately, by a two-thirds vote of all of
the members of the Board of Directors of the Holding Company for Cause (as such
term is defined in Section 6.2) by written notice to the Executive setting forth
in reasonable detail the nature of such Cause, provided that the Board has
complied with the provisions of Section 6.3.
6.2 Cause. Termination for "Cause" shall mean
(a) deliberate dishonesty with respect to the Holding Company or any
subsidiary or affiliate thereof;
(b) committing fraud, misappropriation or embezzlement in the
performance of duties as an employee of the Holding Company or any subsidiary or
affiliate thereof; or
(c) conviction of a crime involving moral turpitude.
6.3 Board Termination Procedure. In each case, in determining Cause the
alleged acts or omissions of the Executive shall be measured against standards
prevailing in the banking industry generally and the ultimate existence of Cause
must be confirmed by not less than two-thirds of the Board at a meeting prior to
any termination therefor; provided, however, that it shall be the Holding
Company's burden to prove the alleged facts and omissions and the prevailing
nature of the standards the Holding Company shall have alleged are violated by
such acts or omissions of the Executive. In the event of such a confirmation by
two-thirds or more of the Board, the Holding Company shall notify the Executive
that the Holding Company intends to terminate the Executive's employment for
Cause under this Section 6 (the "Confirmation Notice"). The Confirmation Notice
shall specify the acts or omissions upon the basis of which the Board has
confirmed the existence of Cause and must be delivered to the Executive within
ninety (90) days after a majority of the Board (excluding, if applicable, the
Executive) has actual knowledge of the events giving rise to such purported
termination. If the Executive notifies the Holding Company in writing (the
"Opportunity Notice") within thirty (30) days after the Executive has received
the Confirmation Notice, the Executive (together with counsel) shall be provided
one opportunity to meet with the Board (or a sufficient quorum thereof) to
discuss such act or acts. Such opportunity to meet with the Board shall be fixed
and shall occur on a date selected by the Board (such date being not less than
ten (10) nor more than forty-five (45) days after the Holding Company receives
the Opportunity Notice from the Executive). Such meeting shall take place at the
principal offices of the Holding Company or such other location as agreed to by
the Executive and the Holding Company. During the period commencing on the date
the Holding Company receives the Opportunity Notice and ending on the date next
succeeding the date on which such meeting between the Board (or a sufficient
quorum thereof) and the Executive is scheduled to occur and
not withstanding anything to the contrary in this Agreement, the Executive shall
be suspended from employment with the Holding Company (with pay to the extent
not prohibited by applicable law). If the Board properly sets the date of such
meeting and if the Board (or a sufficient quorum thereof) attends such meeting
and in good faith does not rescind its confirmation of Cause at such meeting or
if the Executive fails to attend such meeting for any reason, the Executive's
employment by the Holding Company shall, immediately upon the closing for such
meeting and the delivery to the Executive of the Notice of Termination, be
terminated for Cause. If the Executive does not respond in writing to the
Confirmation Notice in the manner and within the time period specified in this
Section 6, the Executive's employment with the Holding Company shall, on the
thirty-first day after the receipt by the Executive of the Confirmation Notice,
be terminated for Cause under this Section 6.
6.4 Termination of Obligations. In the event of termination pursuant to
Section 6, all obligations of the Holding Company under this Agreement shall
terminate as of the date indicated, but vested rights of the parties hereunder
shall not be affected.
7. Termination by the Executive
7.1 Termination by the Executive for Good Reason. The Executive shall be
entitled to terminate his employment hereunder for Good Reason (as defined in
Section 7.4) effective immediately by giving written notice to the Board of
Directors. Upon any such termination, the Executive shall be entitled to receive
the benefits set forth in Section 9.
7.2 Other Voluntary Termination by the Executive. During the Term of
Employment, the Executive may effect, upon sixty (60) days prior written notice
to the Holding Company, a Voluntary Termination of his employment hereunder and
thereupon the Term of Employment (if not already expired) shall end. A
"Voluntary Termination" shall mean a termination of employment by the Executive
on his own initiative other than (a) a termination due to death or becoming
Disabled (as defined in Section 11), (b) a termination for Good Reason, (c) a
termination due to Retirement (as defined in Section 7.3), or (d) a termination
as a result of the normal expiration of the full Term of Employment. If, during
the Term of Employment, the Executive's employment is so terminated due to
Voluntary Termination, the Term of Employment shall thereupon end and the
Employers shall pay to the Executive the payments and benefits which the
Executive would be entitled to in the event of a termination of his employment
by the Employers for Cause.
7.3 Termination Due to Retirement. "Retirement" means the termination of
the Executive's employment with the Holding Company for any reason by the
Executive at any time after the Executive attains "Retirement Age" (as
hereinafter defined). "Retirement Age" shall mean the earliest to occur of (x)
age 65, (y) (if applicable) any lesser age at which the Executive is entitled to
retire from the Employers and receive retirement benefits under the Employers'
qualified pension plan, and (z) an age of 62 or greater at which the Employers
permit the Executive to retire. The Executive may terminate the Executive's
employment hereunder due to Retirement upon thirty (30) days prior written
notice to the Holding Company. If, during the Term of Employment, the
Executive's employment is so terminated due to Retirement, the Term
of Employment shall thereupon end and the Executive shall be entitled to (i)
continuation of the Executive's medical benefits at the level in effect on, and
at the same out-of-pocket cost to the Executive as of, the date of termination
for the one-year period following the termination of the Executive's employment
due to Retirement (or, if such continuation is not permitted by applicable law
or if the Board so determines in its sole discretion, the Holding Company shall
provide the economic equivalent in lieu thereof), and (ii) any other
compensation and benefits as may be provided in accordance with the terms and
provisions of any applicable plans and programs, if any, of the Holding Company.
7.4 Good Reason. For purposes of this Agreement, the term "Good Reason"
shall mean any of the following:
(a) the failure of the Board of Directors of either of the Holding
Company or the Bank to elect the Executive to the office of President and Chief
Executive Officer, or to continue the Executive in such offices;
(b) the failure by the Holding Company to comply with the provisions of
Section 3.1;
(c) any action by the Holding Company or the Bank which results in a
significant diminution in the Executive's responsibilities, authorities, powers,
functions or duties;
(d) a material breach by the Holding Company of any of the provisions
of this Agreement which failure or breach shall have continued for thirty (30)
days after written notice from the Executive to the Holding Company specifying
the nature of such failure or breach; and
(e) a determination by the Board not to continue to extend the term of
this Agreement as provided in Section 2.
In addition,"Good Reason" shall include the following events but only if they
shall occur within two years following a "Change in Control" (which term shall
have the meaning defined in the Change in Control Agreement between the
Executive and the Holding Company):
(f) the failure by the Holding Company to continue to provide the
Executive with benefits substantially similar to those available to the
Executive under any of the life insurance, medical, health and accident, or
disability plans or any other material benefit plans in which the Executive was
participating at the time of the Change in Control, or the taking of any action
by the Holding Company which would directly or indirectly materially reduce any
of such benefits, or the failure by the Bank to provide the Executive with the
number of paid vacation days to which the Executive is entitled on the basis of
years of service with the Holding Company in accordance with the Holding
Company's normal vacation policy in effect at the time of the Change in Control;
(g) A reasonable determination by the Executive that, as a result of a
Change in Control, he is unable to exercise the responsibilities, authorities,
powers, functions or duties exercised by the Executive immediately prior to such
Change in Control;
(h) A reasonable determination by the Executive that, as a result of a
Change in Control, his working conditions have significantly worsened; or
(i) the failure of the Holding Company to obtain a satisfactory
agreement from any successor to assume and agree to perform this Agreement.
8. Termination by the Holding Company Without Cause. The Executive's
employment with the Holding Company may be terminated without Cause by a
two-thirds vote of all of the members of the Board of Directors of the Holding
Company on written notice to the Executive, provided, however, that the Holding
Company shall have the obligation upon any such termination to make the payments
to the Executive provided for under Section 9 of this Agreement.
9. Certain Termination Benefits. In the event of termination pursuant to
Section 7.1 or 8, the Executive shall be entitled to each of the following
benefits:
9.1 Earnings to Date of Termination. An amount equal to the sum of (a) base
salary or other compensation earned through the date of termination, plus (b)
the Executive's pro rata share (based on the portion of the fiscal year during
which the Executive was employed) of the highest annual bonus paid during the
three fiscal years preceding the termination of employment, plus (c) all accrued
vacation and deferred compensation.
9.2 Lump Sum Payment of Remaining Salary Obligation. A lump sum severance
benefit equal to three times the sum of (a) the Executive's annual base salary
and (b) the highest annual bonus paid to the Executive during the three fiscal
years preceding the termination of employment.
9.3 Benefit Continuation. For the period subsequent to the date of
termination until the Expiration Date, the Executive shall continue to receive
the disability and medical benefits described in Section 3.2 existing on the
date of termination at the level in effect on, and at the same out-of-pocket
cost to the Executive as of, the date of termination.
9.4 Pension Adjustment. An amount equal to the excess of (a) the actuarial
value of the benefits which the Executive would have accrued under the
Employers' qualified defined benefit pension plan and non-qualified supplemental
retirement plan if the Executive's employment had continued for a period of
three years following his date of termination, over (b) the actuarial equivalent
of the Executive's actual benefit under the defined benefit pension plan and the
non-qualified supplemental retirement plan.
10. Adjustment for Unavailability of Benefits. If, in spite of the
provisions of Section 9, benefits or service credits under any benefit plan
provided by a third party shall not be payable or provided under any such plan
to the Executive, or to the Executive's dependents, beneficiaries or estate,
because the Executive is no longer deemed to be an employee of the Holding
Company, the Holding Company shall pay or provide for payment of such benefits
and service credits for such benefits to the Executive, or to the Executive's
dependents, beneficiaries or estate.
11. Disability. If, due to physical or mental illness, the Executive shall
be disabled so as to be unable to perform substantially all of his duties and
responsibilities hereunder, the Holding Company, acting through its Board of
Directors, may designate another executive to act in his place during the period
of his disability. Notwithstanding any such designation, the Executive shall
continue to receive his full salary and benefits under Section 3 of this
Agreement until the earlier of (x) the Expiration Date or (y) the date on which
he becomes eligible for disability income under the Employer's disability income
plan (at which time the Executive shall be considered to be "Disabled"). While
receiving disability payments under such plan, the Executive shall receive a
salary from the Holding Company which when combined with the Executive's
disability income payments will equal 60% of the Executive's prior salary from
the Holding Company, and shall continue to participate in the Employers' benefit
plans and to receive other benefits as specified in Section 3.2 until the
Expiration Date, with all such benefits to be at the level in effect on, and at
the same out-of-pocket cost to the Executive as of, the date of disability. In
the absence of a disability income plan at the time of such disability, the
Holding Company shall pay the Executive benefits equal to those the Executive
would have received if the Holding Company's current disability plan were in
effect at such time. Upon the Executive being able to return to full-time
employment after being Disabled but before the expiration of the Term of
Employment, the Executive shall be offered an equivalent available position and
otherwise be subject to the provisions of this Agreement. Nothing contained in
this Section 11 shall preclude the Holding Company from terminating the
Executive's employment without Cause, subject to its payment of benefits as
provided in Section 9.
12. Excise Taxes. In the event that the Executive shall have imposed upon
him the tax which is imposed by Section 4999 of the Internal Revenue Code of
1986, as amended (the "Code") or by any successor provision, by reason of any
payment or benefit which the Executive has received from the Holding Company or
any Subsidiaries, the Holding Company shall pay as additional compensation to
the Executive that amount which, after taking into account all taxes (including
any tax which shall be imposed by Code Section 4999) imposed upon such amount by
any federal, state or local government, shall be equal to the amount of said tax
imposed by Code Section 4999.
13. Confidential Information. The Executive will not disclose to any other
Person (except as required by applicable law or in connection with the
performance of his duties and responsibilities hereunder), or use for his own
benefit or gain, any confidential information of either Employer obtained by him
incident to his employment with the Holding Company. The term "confidential
information" includes, without limitation, financial information, business
plans, prospects and opportunities (such as lending relationships, financial
product developments, or possible acquisitions or dispositions of business or
facilities) which have been discussed or considered by the management of either
Employer but does not include any information which has become part of the
public domain by means other than the Executive's nonobservance of his
obligations hereunder.
14. No Mitigation; No Offset. In the event of any termination of employment
under this Agreement, the Executive shall be under no obligation to seek other
employment or to mitigate damages, and there shall be no offset against any
amounts due to him under this Agreement for
any reason, including, without limitation, on account of any remuneration
attributable to any subsequent employment that the Executive may obtain. Any
amounts due under this Agreement are in the nature of severance payments or
liquidated damages, or both, and are not in the nature of a penalty.
15. Miscellaneous.
15.1 Conflicting Agreements. The Executive hereby represents and warrants
that the execution of this Agreement and the performance of his obligations
hereunder will not breach or be in conflict with any other agreement to which he
is a party or is bound, and that he is not now subject to any covenants against
competition or similar covenants which would affect the performance of his
obligations hereunder.
15.2 Definition of "Person". For purposes of this Agreement, the term
"Person" shall mean an individual, a corporation, an association, a partnership,
an estate, a trust and any other entity or organization.
15.3 Withholding. All payments made by the Holding Company under this
Agreement shall be net of any tax or other amounts required to be withheld by
the Holding Company under applicable law.
15.4 Arbitration of Disputes. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by arbitration
in accordance with the laws of the Commonwealth of Massachusetts by three
arbitrators, one of whom shall be appointed by the Holding Company, one by the
Executive and the third by the first two arbitrators. If the first two
arbitrators cannot agree on the appointment of a third arbitrator, then the
third arbitrator shall be appointed by the American Arbitration Association in
the City of Boston. Such arbitration shall be conducted in the City of Boston in
accordance with the rules of the American Arbitration Association, except with
respect to the selection of arbitrators which shall be as provided in this
Section 15.4. Judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof. In the event that it shall be
necessary or desirable for the Executive to retain legal counsel or incur other
costs and expenses in connection with the enforcement of any or all of the
Executive's rights under this Agreement, the Holding Company shall pay (or the
Executive shall be entitled to recover from the Holding Company, as the case may
be) the Executive's reasonable attorneys' fees and other reasonable costs and
expenses in connection with the enforcement of said rights (including the
enforcement of any arbitration award in court) regardless of the final outcome,
unless and to the extent the arbitrators shall determine that under the
circumstances recovery by the Executive of all or a part of any such fees and
costs and expenses would be unjust.
15.5 Interpretation. The recitals hereto constitute an integral part of
this Agreement. References to Sections include subsections, which are part of
the related Section (e.g., a section numbered "Section 5.5" would be part of
"Section 5" and references to "Section 5" would also refer to material contained
in the subsection described as "Section 5.5").
15.6 Assignment; Successors and Assigns, etc. Neither the Holding Company
nor the Executive may make any assignment of this Agreement or any interest
herein, by operation of law or otherwise, without the prior written consent of
the other party and without such consent any attempted transfer or assignment
shall be null and of no effect; provided, however, that the Holding Company may
assign its rights and obligations under this Agreement without the consent of
the Executive in the event either Employer shall hereafter effect a
reorganization, consolidate with or merge into any other Person, or transfer all
or substantially all of its properties or assets to any other Person. This
Agreement shall inure to the benefit of and be binding upon the Holding Company
and the Executive, and their respective successors, executors, administrators,
heirs and permitted assigns. In the event of the Executive's death prior to the
completion by the Holding Company of all payments due him under this Agreement,
the Holding Company shall continue such payments to the Executive's beneficiary
designated in writing to the Holding Company prior to his death (or to his
estate, if he fails to make such designation).
15.7 Enforceability. If any portion or provision of this Agreement shall to
any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
15.8 Waiver. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of any party to
require the performance of any term or obligation of this Agreement, or the
waiver by any party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.
15.9 Notices. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by registered or certified mail, postage prepaid, to the
Executive at 000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxxxxx 00000 or at such
other address as the Executive has filed in writing with the Holding Company or,
in the case of the Holding Company, at its main office, attention of the Board
of Directors.
15.10 Amendment. This Agreement may be amended or modified only by a
written instrument signed by the Executive and by duly authorized
representatives of the Holding Company.
15.11 Governing Law. This is a Massachusetts contract and shall be
construed under and be governed in all respects by the laws of The Commonwealth
of Massachusetts.
* * * * *
IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
by the Holding Company, by its duly authorized officer, and by the Executive, as
of the date first above written.
ATTEST: [SEACOAST FINANCIAL SERVICES CORPORATION]
________________________ By:
Title:
[Seal]
WITNESS EXECUTIVE
________________________
Xxxxx X. Xxxxxxxxx
The undersigned hereby unconditionally
guarantees the obligations of the Holding
Company under the foregoing Agreement.
COMPASS BANK FOR SAVINGS
By:
Title:
