DIRECTORS
SHAREHOLDER BENEFIT PLAN
AGREEMENT
FIRST FEDERAL SAVINGS BANK
February 1, 2000
Financial Institution Consulting Corporation
700 Colonial Road, Suite 260
Memphis, Tennessee 38117
WATS: 1-800-873-0089
FAX: (901) 684-7414
(901) 684-7400
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DIRECTORS
SHAREHOLDER BENEFIT PLAN
AGREEMENT
This Directors Shareholder Benefit Plan Agreement (the "Plan"),
effective as of the 1st day of February, 2000, formalizes the understanding by
and between FIRST FEDERAL SAVINGS BANK (the "Bank"), a federally chartered stock
savings bank having its principal place of business in Indiana, and its
directors, hereinafter referred to as "Director(s)", who shall be eligible to
participate in this Plan by execution of a Directors Shareholder Benefit Plan
Joinder Agreement ("Joinder Agreement") in a form provided by the Bank. Any
reference herein to the "Holding Company" shall mean Marion Capital Holdings,
Inc.
W I T N E S S E T H :
WHEREAS, the Directors serve the Bank as members of the Board of
Directors; and
WHEREAS, the Bank recognizes the valuable services heretofore performed
by the Directors and wishes to encourage their continued service; and
WHEREAS, the Directors wish to be assured that they will be entitled to
a certain amount of additional compensation for some definite period of time
from and after retirement from active service with the Bank and wishes to
provide their beneficiaries with benefits from and after death; and
WHEREAS, the Bank and the Directors wish to provide the terms and
conditions upon which the Bank shall pay such additional compensation to the
Directors after retirement and/or death benefits to their beneficiaries after
death; and
WHEREAS, the Bank has adopted this Directors Shareholder Benefit Plan
which controls all issues relating to benefits as described herein;
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NOW, THEREFORE, in consideration of the premises and of the mutual
promises herein contained, the Bank and the Directors agree as follows:
SECTION I
DEFINITIONS
When used herein, the following words shall have the meanings below
unless the context clearly indicates otherwise:
1.1 "Accrued Benefit" means that portion of the Retirement Benefit which is
required to be expensed and/or accrued over a period not to exceed ten
(10) years under generally accepted accounting principles by the
following methodology: the Director's Percentage, to be specified in
the Director's Joinder Agreement, of the difference between the Bank's
aggregate after-tax income derived from annual increases in the cash
surrender value of the hypothetical pool of no-load, no-surrender
charge life insurance policies described in Appendix I and the
after-tax Cost of Funds Expense.
If such contracts for 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, or were not subsequently surrendered or lapsed. Such
illustrations will be received from the insurance company and will
indicate the increases in policy cash surrender values for purposes of
calculating the Accrued Benefit.
In either case, references to life insurance contracts are merely for
purposes of calculating a benefit. The Bank has no obligation to
purchase such life insurance and, if purchased, the Directors and their
beneficiaries shall have no ownership interest in such policies and
shall always have no greater interest in the benefits under this Plan
than that of unsecured creditors of the Bank.
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1.2 "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.
1.3 "Administrator" means the Bank.
1.4 "Bank" means FIRST FEDERAL SAVINGS BANK and any successor thereto.
1.5 "Beneficiary" means the person or persons (and their heirs) designated
as Beneficiary in the Director's Joinder Agreement to whom the deceased
Director's benefits are payable. If no Beneficiary is so designated,
then the Director's Spouse, if living, will be deemed the Beneficiary.
If the Director's Spouse is not living, then the Children of the
Director will be deemed the Beneficiaries and will take on a per
stirpes basis. If there are no living Children, then the Estate of the
Director will be deemed the Beneficiary.
1.6 "Benefit Age" shall be the birthday on which the Director becomes
eligible to receive the Retirement Benefit under the Plan. Such
birthday shall be designated in the Director's Joinder Agreement.
1.7 "Benefit Eligibility Date" shall be the date on which a Director is
entitled to receive his Retirement Benefit. A Director's "Benefit
Eligibility Date" shall occur on the 1st day of the month coincident
with or next following the month in which the Director attains his
Benefit Age designated in the Joinder Agreement.
1.8 "Cause" means personal dishonesty, willful misconduct, willful
malfeasance, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any
law, rule, or regulation (other than traffic violations, including
driving while intoxicated, or similar offenses), final cease-and-desist
order, material breach of any provision of this Plan, or gross
negligence in matters of material importance to the Bank.
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1.9 "Change in Control" shall mean and include the following with respect
to the Bank or the Holding Company:
(1) a Change in Control of a nature that would be required to be
reported in response to Item I (a) of the current report on
Form 8-K, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); or
(2) a change in control of the Bank within the meaning of 12
C.F.R. 574.4; or
(3) a Change in Control at such time as
(i) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of
securities of the Bank representing Twenty Five
Percent (25.0%) or more of the combined voting power
of the Bank's outstanding securities ordinarily
having the right to vote at the election of
directors, except for any stock purchased by the
Bank's Employee Stock Ownership Plan and/or trust; or
(ii) individuals who constitute the board of directors on
the date hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof,
provided that any person becoming a director
subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose
nomination for election by the Bank's stockholders
was approved by the Bank's nominating committee which
is comprised of members of the Incumbent Board, shall
be, for purposes of this clause (ii), considered as
though he were a member of the Incumbent Board; or
(iii) merger, consolidation, or sale of all or
substantially all of the assets of the Bank occurs;
or
(iv) a proxy statement is issued soliciting proxies from
the stockholders of the Bank by someone other than
the current management of the Bank, seeking
stockholder approval of a plan of reorganization,
merger, or consolidation of
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the Bank with one or more corporations as a result of
which the outstanding shares of the class of the
Bank's securities are exchanged for or converted into
cash or property or securities not issued by the
Bank.
The term "person" includes an individual, a group acting in concert, a
corporation, a partnership, an association, a joint venture, a pool, a
joint stock company, a trust, an unincorporated organization or similar
company, a syndicate or any other group formed for the purpose of
acquiring, holding or disposing of securities. The term "acquire" means
obtaining ownership, control, power to vote or sole power of
disposition of stock, directly or indirectly or through one or more
transactions or subsidiaries, through purchase, assignment, transfer,
exchange, succession or other means, including (1) an increase in
percentage ownership resulting from a redemption, repurchase, reverse
stock split or a similar transaction involving other securities of the
same class; and (2) the acquisition of stock by a group of persons
and/or companies acting in concert which shall be deemed to occur upon
the formation of such group, provided that an investment advisor shall
not be deemed to acquire the voting stock of its advisee if the advisor
(a) votes the stock only upon instruction from the beneficial owner and
(b) does not provide the beneficial owner with advice concerning the
voting of such stock. The term "security" includes nontransferable
subscription rights issued pursuant to a plan of conversion, as well as
a "security," as defined in 15 U.S.C. ss. 78c(2)(1`); and the term
"acting in concert" means (1) knowing participation in a joint activity
or interdependent conscious parallel action towards a common goal
whether or not pursuant to an express agreement, or (2) a combination
or pooling of voting or other interests in the securities of an issuer
for a common purpose pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written or
otherwise. Further, acting in concert with any person or company shall
also be deemed to be acting in concert with any person or company that
is acting in concert with such other person or company.
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Notwithstanding the above definitions, the Board, in its absolute
discretion, may make a finding that a Change in Control of the Bank has
taken place without the occurrence of any or all of the events
enumerated above.
1.10 "Children" means the Director's children, both natural and adopted and
any issue of any predeceased Children, then living at the time payments
are due the Children under this Plan.
1.11 "Code" means the Internal Revenue Code of 1986 as amended from time to
time.
1.12 "Cost of Funds Expense" means, an interest rate as hereinafter defined
to be applied and compounded annually with respect to the after tax
cash flow related to the Plan, including benefit payments and an
initial principal sum of Five Million Five Hundred Thousand Dollars
($5,500,000). The interest rate shall be equal to 80% of the last
available one (1) year advance rate from the Federal Home Loan Bank in
Indianapolis as determined on January 1 of each Plan Year, or such
other rate as is mutually agreed upon by the Bank and the Director,
provided, however, that it shall be 80% of 6.60% for the first Plan
Year.
1.13 "Director's Percentage" means the multiplier specified in the
Director's Joinder Agreement used to determine the Director's annual
Accrued Benefit in accordance with Subsection 1.1.
1.14 "Disability Benefit" means the monthly benefit payable to the Director
following a determination, in accordance with Subsection 3.6, that he
is no longer able, properly and satisfactorily, to perform his duties
as director.
1.15 "Effective Date" shall be the date of February 1, 2000.
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1.16 "Estate" means the estate of the Director.
1.17 "Interest Factor" means Seven Per Cent (7%) per annum.
1.18 "Payout Period" means the time frame during which certain benefits
payable hereunder shall be distributed. Payments shall be made in equal
monthly installments commencing within thirty (30) days following the
occurrence of the event which triggers distribution and continuing for
One Hundred Eighty (180) consecutive months. For purposes of the
Survivor's Benefit payable hereunder, the Payout Period shall be One
Hundred Eighty (180) consecutive months.
1.19 "Plan Year" shall mean the calendar year; provided, however that the
first Plan Year shall be February 1, 2000 through December 31, 2000.
1.20 "Retirement Benefit" means an annual amount, payable to the Director in
monthly installments over the Payout Period, equal to the annuitized
value of the Accrued Benefit using the Interest Factor, provided,
however, that in no event shall the Director's Retirement Benefit
exceed his highest annual board fees.
1.21 "Spouse" means the individual to whom the Director is legally married
at the time of the Director's death.
1.22 "Suicide" means the act of intentionally killing oneself.
1.23 "Survivor's Benefit" means an annual amount payable to the Beneficiary
in monthly installments over the Payout Period, equal to the amount
designated in the Director's Joinder Agreement.
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SECTION II
RABBI TRUST
The Bank intends to incorporate this Plan into the First Federal
Savings Bank of Marion Rabbi Trust for the Director Deferred Compensation Master
Agreement and Director Emeritus Plan, dated December 1, 1996, into which the
Bank intends to contribute assets which shall be held therein, subject to the
claims of the Bank's creditors in the event of the Bank's "Insolvency" as
defined in the agreement which establishes such rabbi trust, until the
contributed assets are paid to the Directors and their Beneficiaries in such
manner and at such times as specified in this Plan. It is the intention of the
Bank to make contributions to the rabbi trust to provide the Bank with a source
of funds to assist it in meeting the liabilities of this Plan. The rabbi trust
and any assets held therein shall conform to the terms of the rabbi trust
agreement which has been established in conjunction with this Plan. To the
extent the language in this Plan is modified by the language in the rabbi trust
agreement, the rabbi trust agreement shall supersede this Plan. Any
contributions to the rabbi trust shall be made during each year of the plan in
accordance with the rabbi trust agreement. The amount of such contribution(s)
shall be equal to the full present value of all benefit accruals under this
Plan, if any, less: (i) previous contributions made on behalf of the Director to
the rabbi trust, and (ii) earnings to date on all such previous contributions.
SECTION III
BENEFITS
3.1 Retirement Benefit. If the Director is in the service of the Bank until
reaching his Benefit Age, the Director shall be entitled to the
Retirement Benefit. Such Retirement Benefit shall commence on the 1st
day of the month following the Director's actual retirement or other
termination of service on the Board, other than a termination of
service due to the Director's death, and shall be payable in monthly
installments throughout the Payout Period. In the event a Director dies
after commencement of the Retirement Benefit payments but before
completion of all such payments due and owing hereunder, the Bank shall
pay to the Director's Beneficiary a continuation of the monthly
installments for the remainder of the Payout Period.
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3.2 Death Prior to Benefit Age. If the Director dies prior to attaining his
Benefit Age but while in the service of the Bank, the Director's
Beneficiary shall be entitled to the Survivor's Benefit. The Survivor's
Benefit shall commence within thirty (30) days of the Director's death
and shall be payable in monthly installments throughout the Payout
Period.
3.3 Voluntary or Involuntary Termination Other Than for Cause.
(a) If the Director's service with the Bank is voluntarily or
involuntarily terminated prior to the attainment of his Benefit
Eligibility Date, for any reason other than for Cause, the Director's
death, disability, or following a Change in Control (as defined), the
Director (or his Beneficiary) shall be entitled to the annuitized value
(using the Interest Factor) of (i) his vested Accrued Benefit
calculated as of the date of his termination of service, plus (ii)
interest accrued on such vested Accrued Benefit from the date of
termination until his Benefit Age.
Such benefit shall commence on the Director's Benefit Eligibility Date
and shall be payable in monthly installments throughout the Payout
Period. In the event the Director dies at any time after commencement
of payments hereunder, but prior to completion of all such payments due
and owing hereunder, the Bank shall pay to the Director's Beneficiary a
continuation of the monthly installments for the remainder of the
Payout Period.
(b) If the Director dies after his voluntary or involuntary termination
of service occurring prior to his Benefit Eligibility Date, and prior
to the commencement of benefits hereunder, the Director's Beneficiary
shall be entitled to the annuitized value (using the Interest Factor)
of his Accrued Benefit. The payment of such benefit shall commence
within thirty (30) days of the Director's death. The benefit shall be
payable in monthly installments over the Payout Period.
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3.4 Termination of Service Related to a Change in Control.
(a) If the Director's service is terminated (either voluntarily or
involuntarily) following or coincident with a Change in Control, the
Director shall be entitled to a retirement benefit equal to the
Survivor's Benefit. Such benefit shall commence on the 1st day of the
month following his termination of service and shall be payable in
monthly installments throughout the Payout Period. In the event that
the Director dies at any time after commencement of the payments, but
prior to completion of all such payments due and owing hereunder, the
Bank, or its successor, shall pay to the Director's Beneficiary a
continuation of the monthly installments for the remainder of the
Payout Period.
(b) If, after such termination, the Director dies prior to commencement
of the benefits hereunder, the Director's Beneficiary shall be entitled
to the Survivor's Benefit which shall commence within thirty (30) days
of the Director's death. The Survivor's Benefit shall be payable in
monthly installments over the Payout Period.
3.5 Termination for Cause. If the Director is terminated for Cause, all
benefits under this Plan shall be forfeited and this Plan shall become
null and void as to the Director.
3.6 Disability Benefit. Notwithstanding any other provision hereof, if
requested by the Director and approved by the Board of Directors, the
Director who has not attained his Benefit Eligibility Date shall be
entitled to receive the Disability Benefit hereunder, in any case in
which it is determined by a duly licensed physician selected by the
Bank, that the Director is no longer able, properly and satisfactorily,
to perform his regular duties as a Director, because of ill health,
accident, disability or general inability due to age. If the Director's
service is terminated pursuant to this paragraph and Board of Director
approval is obtained, the Director may elect to begin receiving the
Disability Benefit in lieu of any benefit available under Section 3.3,
which is not available prior to the Director's Benefit Eligibility
Date. The Disability Benefit shall equal the Director's Accrued
Benefit, annuitized (using the Interest Factor) over the Payout Period.
The Disability Benefit shall be payable in monthly installments over
the Payout Period commencing within thirty (30)
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days following the later of (i) the above mentioned disability
determination and (ii) the approval of the Disability Benefit by the
Board of Directors. In the event the Executive dies at any time after
termination of employment due to disability but prior to commencement
or completion of all payments due and owing hereunder, the Bank shall
pay to the Director's Beneficiary the Survivor's Benefit for the
remainder of the Payout Period plus a lump sum payment equal to the
present value of the difference between the Survivor's Benefit and the
Accrued Benefit payments already paid to the Executive.
3.7 Non-Competition During and After Service on the Board.
(a) In consideration of the agreements of the Bank contained herein and
of the payments to be made by the Bank pursuant hereto, the Director
hereby agrees that, so long as he remains in the service of the Bank,
he will not actively engage, either directly or indirectly, in any
business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of
the Bank unless the Directors participation therein has been consented
to, in writing, by the Board of Directors.
(b) The Director expressly agrees that, as consideration for the
covenants of the Bank contained herein and as a condition to the
performance by the Bank of its obligations hereunder, from and after
any voluntary or involuntary termination of service, other than a
termination of service in connection with a Change in Control pursuant
to Subsection 3.4, and continuing throughout the entire Payout Period,
as provided herein, he will not, without the prior written consent of
the Bank, become associated with, in the capacity of an employee,
director, officer, principal, agent, trustee or in any other capacity
whatsoever, any enterprise conducted in the trading area of the
business of the Bank which enterprise is, or may be deemed to be,
competitive with any business carried on by the Bank as of the date of
the termination of the Director's service or his retirement.
(c) In the event of a termination of the Director's service related to
a Change in Control pursuant to Subsection 3.4, paragraph (b) of this
Subsection 3.7 shall cease to be a condition to the performance by the
Bank of its obligations under this Plan.
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3.8 Breach. In the event of any breach by the Director of the agreements
and covenants contained herein, the Board of Directors of the Bank
shall direct that any unpaid balance of any payments to the Director
under this Plan be suspended, and shall thereupon notify the Director
of such suspensions, in writing. Thereupon, if the Board of Directors
of the Bank shall determine that said breach by the Director has
continued for a period of one (1) month following notification of such
suspension, all rights of the Director and his Beneficiaries under this
Plan, including rights to further payments hereunder, shall thereupon
terminate.
SECTION IV
BENEFICIARY DESIGNATION
The Director shall make an initial designation of primary and secondary
Beneficiaries upon execution of his Joinder Agreement and shall have the right
to change such designation, at any subsequent time, by submitting to the
Administrator in substantially the form attached as Exhibit A to the Joinder
Agreement, a written designation of primary and secondary Beneficiaries. Any
Beneficiary designation made subsequent to execution of the Joinder Agreement
shall become effective only when receipt thereof is acknowledged in writing by
the Administrator.
SECTION V
DIRECTOR'S RIGHT TO ASSETS
The rights of the Director, any Beneficiary, or any other person
claiming through the Director under this Plan, shall be solely those of an
unsecured general creditor of the Bank. The Director, the Beneficiary, or any
other person claiming through the Director, shall only have the right to receive
from the Bank those payments so specified under this Plan. The Director agrees
that he, his Beneficiary, or any other person claiming through him shall have no
rights or interests whatsoever in any asset of the Bank, including any insurance
policies or contracts which the Bank may possess or obtain to informally fund
this Plan. Any asset used or acquired by the Bank in connection with the
liabilities it has assumed under this Plan, unless expressly provided herein,
shall not be deemed to be
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held under any trust for the benefit of the Director or his Beneficiaries, nor
shall any asset be considered security for the performance of the obligations of
the Bank. Any such asset shall be and remain, a general, unpledged, and
unrestricted asset of the Bank.
SECTION VI
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 Plan. The Director,
his Beneficiaries or any successor in interest to him shall be and remain simply
a general unsecured 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 in its sole discretion to either purchase assets to
meet its obligations undertaken by this Plan or to refrain from the same and to
determine the extent, nature, and method of such asset purchases. Should the
Bank decide to purchase assets such as life insurance, mutual funds, disability
policies or annuities, the Bank reserves the absolute right, in its sole
discretion, to terminate such assets at any time, in whole or in part. At no
time shall the Director be deemed to have any lien, right, title or interest in
or to any specific investment or to any assets of the Bank. If the Bank elects
to invest in a life insurance, disability or annuity policy upon the life of the
Director, then the Director shall assist the Bank by freely submitting to a
physical examination and by supplying such additional information necessary to
obtain such insurance or annuities.
SECTION VII
ALIENABILITY AND ASSIGNMENT PROHIBITION
Neither the Director nor any Beneficiary under this Plan 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 Director or
his Beneficiary, nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise.
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In the event the Director or any Beneficiary attempts assignment, communication,
hypothecation, transfer or disposal of the benefits hereunder, the Bank's
liabilities shall forthwith cease and terminate.
SECTION VIII
ACT PROVISIONS
8.1 Named Fiduciary and Administrator. The Bank, as Administrator, shall be
the Named Fiduciary of this Plan. As Administrator, the Bank shall be
responsible for the management, control and administration of the Plan
as established herein. The Administrator may delegate to others certain
aspects of the management and operational responsibilities of the Plan,
including the employment of advisors and the delegation of ministerial
duties to qualified individuals.
8.2 Claims Procedure and Arbitration. In the event that benefits under this
Plan are not paid to the Director (or to his Beneficiary in the case of
the Director's death) and such claimants feel they are entitled to
receive such benefits, then a written claim must be made to the
Administrator within sixty (60) days from the date payments are
refused. The Bank and its Board of Directors 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 Plan or the Joinder Agreement upon which the denial is based, and
any additional material or information necessary to perfect the claim.
Such writing by the Bank and its Board of Directors shall further
indicate the additional steps which must be undertaken by claimants if
an additional review of the claim denial is desired.
If claimants desire a second review, they shall notify the
Administrator in writing within sixty (60) days of the first claim
denial. Claimants may review this Plan, the Joinder Agreement or any
documents relating thereto and submit any issues and comments, in
writing, they may feel appropriate. In its sole discretion, the
Administrator shall then review the second claim and provide a written
decision within sixty (60) days of receipt
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of such claim. This decision shall state the specific reasons for the
decision and shall include reference to specific provisions of this
Plan or the Joinder Agreement upon which the decision is based.
If claimants continue to dispute the benefit denial based upon
completed performance of this Plan and the Joinder Agreement or the
meaning and effect of the terms and conditions thereof, then claimants
may submit the dispute to mediation, administered by the American
Arbitration Association ("AAA") (or a mediator selected by the parties)
in accordance with the AAA's Commercial Mediation Rules. If mediation
is not successful in resolving the dispute, it shall be settled by
arbitration administered by the AAA under its Commercial Arbitration
Rules, and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
SECTION IX
MISCELLANEOUS
9.1 No Effect on Director's Rights. Nothing contained herein will confer
upon the Director the right to be retained in the service of the Bank
nor limit the right of the Bank to deal with the Director without
regard to the existence of the Plan.
9.2 State Law. The Plan is established under, and will be construed
according to, the laws of the State of Indiana, to the extent such laws
are not preempted by the Act and valid regulations published
thereunder.
9.3 Severability. In the event that any of the provisions of this Plan or
portion thereof, are held to be inoperative or invalid by any court of
competent jurisdiction, then: (1) insofar as is reasonable, effect will
be given to the intent manifested in the provisions held invalid or
inoperative, and (2) the validity and enforce ability of the remaining
provisions will not be affected thereby.
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9.4 Incapacity of Recipient. In the event the Director is declared
incompetent and a conservator or other person legally charged with the
care of his person or Estate is appointed, any benefits under the Plan
to which such Director is entitled shall be paid to such conservator or
other person legally charged with the care of his person or Estate.
9.5 Unclaimed Benefit. The Director shall keep the Bank informed of his
current address and the current address of his Beneficiaries. The Bank
shall not be obligated to search for the whereabouts of any person. If
the location of the Director is not made known to the Bank as of the
date upon which any payment of any benefits may first be made, the Bank
shall delay payment of the Director's benefit payment(s) until the
location of the Director is made known to the Bank; however, the Bank
shall only be obligated to hold such benefit payment(s) for the
Director until the expiration of thirty-six (36) months. Upon
expiration of the thirty-six (36) month period, the Bank may discharge
its obligation by payment to the Director's Beneficiary. If the
location of the Director's Beneficiary is not made known to the Bank by
the end of an additional two (2) month period following expiration of
the thirty-six (36) month period, the Bank may discharge its obligation
by payment to the Director's Estate. If there is no Estate in existence
at such time or if such fact cannot be determined by the Bank, the
Director and his Beneficiary(ies) shall thereupon forfeit any rights to
the balance, if any, of any benefits provided for such Director and/or
Beneficiary under this Plan.
9.6 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, no individual acting as an employee or agent of
the Bank, or as a member of the Board of Directors shall be personally
liable to the Director or any other person for any claim, loss,
liability or expense incurred in connection with the Plan.
9.7 Gender. Whenever in this Plan 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.
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9.8 Effect on Other Corporate Benefit Plans. Nothing contained in this Plan
shall affect the right of the Director to participate in or be covered
by any other corporate benefit available to Directors of the Bank
constituting a part of the Bank's existing or future compensation
structure.
9.9 Suicide. Notwithstanding anything to the contrary in this Plan, the
benefits otherwise provided herein shall not be payable and this Plan
shall become null and void with respect to the Director if the
Director's death results from suicide, whether sane or insane, within
twenty-four (24) months after the execution of his Joinder Agreement.
9.10 Inurement. This Plan shall be binding upon and shall inure to the
benefit of the Bank, its successors and assigns, and the Director, his
successors, heirs, executors, administrators, and Beneficiaries.
9.11 Headings. Headings and sub-headings in this Plan are inserted for
reference and convenience only and shall not be deemed a part of this
Plan.
9.12 Secular Trust. A secular trust in the name of the Director shall be
established in the event of a Change in Control, into which the Bank
shall make a contribution only in such event. The contribution shall be
the full present value, using an appropriate discount rate, of the
retirement benefit specified in Subsection 3.4.
SECTION X
AMENDMENT/REVOCATION
This Plan shall not be amended, modified or revoked at any time,
in whole or part, as to any Director, without the mutual written consent of the
Director and the Bank, and such mutual consent shall be required even if the
Director is no longer in the service of the Bank.
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SECTION XI
EXECUTION
11.1 This Plan sets forth the entire understanding of the parties hereto
with respect to the transactions contemplated hereby, and any previous
agreements or understandings between the parties hereto regarding the
subject matter hereof are merged into and superseded by this Plan.
11.2 This Plan shall be executed in triplicate, each copy of which, when so
executed and delivered, shall be an original, but all three copies
shall together constitute one and the same instrument.
19
IN WITNESS WHEREOF, the Bank has caused this Plan to be executed
on the day and date first above written.
ATTEST: FIRST FEDERAL SAVINGS BANK
/s/ Nora K. Kuntz By: /s/ Larry G. Phillips
Secretary Sr. VP & Secretary-Treasurer
Title:
20
FIRST AMENDMENT TO THE
DIRECTORS SHAREHOLDER BENEFIT PLAN
WHEREAS, First Federal Savings Bank of Marion, in Marion, Indiana, (the
"Bank") has adopted a Directors Shareholder Benefit Plan (the "Plan"), effective
February 1, 2000, this First Amendment to the Plan is for the purpose of
amending the Plan as follows:
The Plan is hereby amended such that Subsection 1.1 of Section I -
Definitions shall now read:
1.1 "Accrued Benefit" means that portion of the Retirement Benefit which is
required to be expensed and/or under generally accepted accounting
principles by the following methodology: the Director's Percentage, to
be specified in the Director's Joinder Agreement, of the difference
between (i) the Bank's aggregate after-tax income derived from annual
increases in the cash surrender value of the hypothetical pool of
no-load, no-surrender charge life insurance policies described in
Appendix I and (ii) the after-tax Cost of Funds Expense; provided,
however, that in no event shall such yearly accrual exceed that accrual
necessary under the benefit/years of service method to pay, beginning
at the Benefit Eligibility Date, the Retirement Benefit payable over
the Payout Period.
If such contracts for 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, or were not subsequently surrendered or lapsed. Such
illustrations will be received from the insurance company and will
indicate the increases in policy cash surrender values for purposes of
calculating the Accrued Benefit.
In either case, references to life insurance contracts are merely for
purposes of calculating a benefit. The Bank has no obligation to
purchase such life insurance and, if purchased, the Directors and their
beneficiaries shall have no ownership interest in such policies and
shall always have no greater interest in the benefits under this Plan
than that of unsecured creditors of the Bank.
All other provisions and of the Plan, which are not specifically
modified by this First Amendment, are hereby incorporated and shall remain in
full force and effect.
IN WITNESS WHEREOF, the Bank has caused this First Amendment to the
Directors Shareholder Benefit Plan to be executed on this 22nd day of February,
2000.
FIRST FEDERAL SAVINGS BANK OF MARION
(Bank)
Attest: By: /s/ Larry G. Phillips
/s/ K. Kuntz Senior Vice President & Secretary-Treasurer
/s/ John M. Dalton /s/ Steven Banks
John M. Dalton (Director) Steven Banks (Director)
/s/ Jon R. Marler /s/ Jerry McVicker
Jon R. Marler (Director) Jerry McVicker (Director)
DIRECTORS SHAREHOLDER BENEFIT PLAN
JOINDER AGREEMENT
I, John Dalton, and FIRST FEDERAL SAVINGS BANK hereby agree for good
and valuable consideration, the value of which is hereby acknowledged, that I
shall participate in the Directors Shareholder Benefit Plan ("Plan") established
on February 1, 2000, by FIRST FEDERAL SAVINGS BANK, as such Plan may now exist
or hereafter be modified; and do further agree to the terms and conditions
thereof.
I understand that I must execute this Directors Shareholder Benefit
Plan Joinder Agreement ("Joinder Agreement") as well as notify the Administrator
of such execution, on or before March 1, 2000, in order to participate in the
Plan from its Effective Date. Otherwise, I may execute this Joinder Agreement
and give notice of such execution to the Administrator at least thirty (30) days
prior to any February 1.
My "Benefit Age" shall be Seventy (70).
My "Director's Percentage" shall be 10.33%.
My annual "Survivor's Benefit" shall be Nine Thousand One Hundred and
Sixty-Seven Dollars ($9,167), subject to Subsection 3.2 and all relevant
Subsections of the Plan.
In general, I understand that my receipt (or my Beneficiary's receipt)
of the Retirement Benefit (or Survivor's Benefit) shall be subject to all
provisions of the Plan.
In general, I understand that if I voluntarily or involuntarily
terminate service at the Bank pursuant to Subsection 3.3 of the Plan and prior
to reaching my Benefit Age, for any reason other than for Cause, my retirement
benefit shall be computed in accordance with Subsection 3.3 of the Plan, and in
general such benefit shall be based on the annuitized value of (i) my Accrued
Benefit on such date, plus (ii) interest accrued on such Accrued Benefit from
the date of termination until my Benefit Age.
I hereby designate the following individuals as my "Beneficiary" and I
am aware that I can subsequently change such designation by submitting to the
Administrator, at any subsequent time, and in substantially the form attached
hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries to whom payment under the Plan shall be made in the event of my
death prior to complete distribution of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to execution
of the Joinder Agreement shall become effective only when receipt thereof is
acknowledged in writing by the Administrator.
PRIMARY BENEFICIARY: _______________________________________________
SECONDARY BENEFICIARY:_______________________________________________
I further understand that I am entitled to review or obtain a copy of
the Plan, at any time, and may do so by contacting the Bank.
This Joinder Agreement shall become effective upon execution (below) by
both the Director and a duly authorized officer of the Bank.
Dated this 22nd day of February, 2000.
/s/ John M. Dalton
(Director)
/s/ Larry G. Phillips Sr. VP & Secretary-Treasurer
(Bank's duly authorized Officer)
DIRECTORS SHAREHOLDER BENEFIT PLAN
JOINDER AGREEMENT
I, Steve Banks, and FIRST FEDERAL SAVINGS BANK hereby agree for good
and valuable consideration, the value of which is hereby acknowledged, that I
shall participate in the Directors Shareholder Benefit Plan ("Plan") established
on February 1, 2000, by FIRST FEDERAL SAVINGS BANK, as such Plan may now exist
or hereafter be modified; and do further agree to the terms and conditions
thereof.
I understand that I must execute this Directors Shareholder Benefit
Plan Joinder Agreement ("Joinder Agreement") as well as notify the Administrator
of such execution, on or before March 1, 2000, in order to participate in the
Plan from its Effective Date. Otherwise, I may execute this Joinder Agreement
and give notice of such execution to the Administrator at least thirty (30) days
prior to any February 1.
My "Benefit Age" shall be Seventy (70).
My "Director's Percentage" shall be 14.10%.
My annual "Survivor's Benefit" shall be Forty-Nine Thousand Five
Hundred and Twenty-Eight Dollars ($49,528), subject to Subsection 3.2 and all
relevant Subsections of the Plan.
In general, I understand that my receipt (or my Beneficiary's receipt)
of the Retirement Benefit (or Survivor's Benefit) shall be subject to all
provisions of the Plan.
In general, I understand that if I voluntarily or involuntarily
terminate service at the Bank pursuant to Subsection 3.3 of the Plan and prior
to reaching my Benefit Age, for any reason other than for Cause, my retirement
benefit shall be computed in accordance with Subsection 3.3 of the Plan, and in
general such benefit shall be based on the annuitized value of (i) my Accrued
Benefit on such date, plus (ii) interest accrued on such Accrued Benefit from
the date of termination until my Benefit Age.
I hereby designate the following individuals as my "Beneficiary" and I
am aware that I can subsequently change such designation by submitting to the
Administrator, at any subsequent time, and in substantially the form attached
hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries to whom payment under the Plan shall be made in the event of my
death prior to complete distribution of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to execution
of the Joinder Agreement shall become effective only when receipt thereof is
acknowledged in writing by the Administrator.
PRIMARY BENEFICIARY: _______________________________________________
SECONDARY BENEFICIARY:_______________________________________________
I further understand that I am entitled to review or obtain a copy of
the Plan, at any time, and may do so by contacting the Bank.
This Joinder Agreement shall become effective upon execution (below) by
both the Director and a duly authorized officer of the Bank.
Dated this 22nd day of February, 2000.
/s/ Steve Banks
(Director)
/s/ Larry G. Phillips Sr. VP & Secretary-Treasurer
(Bank's duly authorized Officer)
DIRECTORS SHAREHOLDER BENEFIT PLAN
JOINDER AGREEMENT
I, Jon Marler, and FIRST FEDERAL SAVINGS BANK hereby agree for
good and valuable consideration, the value of which is hereby acknowledged, that
I shall participate in the Directors Shareholder Benefit Plan ("Plan")
established on February 1, 2000, by FIRST FEDERAL SAVINGS BANK, as such Plan may
now exist or hereafter be modified; and do further agree to the terms and
conditions thereof.
I understand that I must execute this Directors Shareholder
Benefit Plan Joinder Agreement ("Joinder Agreement") as well as notify the
Administrator of such execution, on or before March 1, 2000, in order to
participate in the Plan from its Effective Date. Otherwise, I may execute this
Joinder Agreement and give notice of such execution to the Administrator at
least thirty (30) days prior to any February 1.
My "Benefit Age" shall be Seventy (70).
My "Director's Percentage" shall be 11.78%.
My annual "Survivor's Benefit" shall be Forty-One Thousand Three
Hundred and Ninety-One Dollars ($41,391), subject to Subsection 3.2 and all
relevant Subsections of the Plan.
In general, I understand that my receipt (or my Beneficiary's
receipt) of the Retirement Benefit (or Survivor's Benefit) shall be subject to
all provisions of the Plan.
In general, I understand that if I voluntarily or involuntarily
terminate service at the Bank pursuant to Subsection 3.3 of the Plan and prior
to reaching my Benefit Age, for any reason other than for Cause, my retirement
benefit shall be computed in accordance with Subsection 3.3 of the Plan, and in
general such benefit shall be based on the annuitized value of (i) my Accrued
Benefit on such date, plus (ii) interest accrued on such Accrued Benefit from
the date of termination until my Benefit Age.
I hereby designate the following individuals as my "Beneficiary"
and I am aware that I can subsequently change such designation by submitting to
the Administrator, at any subsequent time, and in substantially the form
attached hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries to whom payment under the Plan shall be made in the event of my
death prior to complete distribution of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to execution
of the Joinder Agreement shall become effective only when receipt thereof is
acknowledged in writing by the Administrator.
PRIMARY BENEFICIARY: _______________________________________________
SECONDARY BENEFICIARY:_______________________________________________
I further understand that I am entitled to review or obtain a
copy of the Plan, at any time, and may do so by contacting the Bank.
This Joinder Agreement shall become effective upon execution
(below) by both the Director and a duly authorized officer of the Bank.
Dated this 22nd day of February, 2000.
/s/ Jon R. Marler
(Director)
/s/ Larry G. Phillips Sr. VP & Secretary-Treasurer
(Bank's duly authorized Officer)
DIRECTORS SHAREHOLDER BENEFIT PLAN
JOINDER AGREEMENT
I, Jerry McVicker, and FIRST FEDERAL SAVINGS BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Directors Shareholder Benefit Plan ("Plan")
established on February 1, 2000, by FIRST FEDERAL SAVINGS BANK, as such Plan may
now exist or hereafter be modified; and do further agree to the terms and
conditions thereof.
I understand that I must execute this Directors Shareholder
Benefit Plan Joinder Agreement ("Joinder Agreement") as well as notify the
Administrator of such execution, on or before March 1, 2000, in order to
participate in the Plan from its Effective Date. Otherwise, I may execute this
Joinder Agreement and give notice of such execution to the Administrator at
least thirty (30) days prior to any February 1.
My "Benefit Age" shall be Seventy (70).
My "Director's Percentage" shall be 9.25%.
My annual "Survivor's Benefit" shall be Thirty-Two Thousand Four
Hundred and Thirty-One Dollars ($32,431), subject to Subsection 3.2 and all
relevant Subsections of the Plan.
In general, I understand that my receipt (or my Beneficiary's
receipt) of the Retirement Benefit (or Survivor's Benefit) shall be subject to
all provisions of the Plan.
In general, I understand that if I voluntarily or involuntarily
terminate service at the Bank pursuant to Subsection 3.3 of the Plan and prior
to reaching my Benefit Age, for any reason other than for Cause, my retirement
benefit shall be computed in accordance with Subsection 3.3 of the Plan, and in
general such benefit shall be based on the annuitized value of (i) my Accrued
Benefit on such date, plus (ii) interest accrued on such Accrued Benefit from
the date of termination until my Benefit Age.
I hereby designate the following individuals as my "Beneficiary"
and I am aware that I can subsequently change such designation by submitting to
the Administrator, at any subsequent time, and in substantially the form
attached hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries to whom payment under the Plan shall be made in the event of my
death prior to complete distribution of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to execution
of the Joinder Agreement shall become effective only when receipt thereof is
acknowledged in writing by the Administrator.
PRIMARY BENEFICIARY: _______________________________________________
SECONDARY BENEFICIARY:_______________________________________________
I further understand that I am entitled to review or obtain a
copy of the Plan, at any time, and may do so by contacting the Bank.
This Joinder Agreement shall become effective upon execution
(below) by both the Director and a duly authorized officer of the Bank.
Dated this 22nd day of February, 2000.
/s/ Jerry McVicker
(Director)
/s/ Larry G. Phillips Sr. VP & Secretary-Treasurer
(Bank's duly authorized Officer)
DIRECTORS SHAREHOLDER BENEFIT PLAN
BENEFICIARY DESIGNATION
The Director, under the terms of the Directors Shareholder
Benefit Plan executed by the Bank on February 1, 2000, hereby designates the
following Beneficiary to receive any guaranteed payments or death benefits under
such Plan, following his death:
PRIMARY BENEFICIARY: ____________________________________
SECONDARY BENEFICIARY: _________________________________
This Beneficiary Designation hereby revokes any prior Beneficiary
Designation which may have been in effect.
Such Beneficiary Designation is revocable.
DATE: ______________________, 2000
- ---------------------------------- ----------------------------
(WITNESS) DIRECTOR
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(WITNESS)
Exhibit A