EXHIBIT 10 (c)
EMPLOYMENT AGREEMENT WITH PHILLIP G. STALVEY
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective as of the 21st day of October, 1997,
by and between COASTAL FEDERAL SAVINGS BANK (the "Savings Bank"), Myrtle Beach,
South Carolina; COASTAL FINANCIAL CORPORATION, (the "Company"), a Delaware
corporation; and PHILLIP G. STALVEY (the "Executive").
WHEREAS, the Savings Bank wishes to assure itself of the services of
the Executive for the period provided in this Agreement; and
WHEREAS, the Executive is willing to serve in the employ of the Savings
Bank on a full-time basis for said period.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:
1. POSITION AND RESPONSIBILITIES.
During the period of his employment hereunder, the Executive agrees to
serve as Executive Vice President of the Savings Bank.
2. TERMS AND DUTIES.
(a) The term of this Agreement shall be deemed to have commenced as of
the date first above written and shall continue for a period of thirty-six (36)
full calendar months thereafter. Commencing on the first anniversary date, and
continuing at each anniversary date thereafter, the Board of Directors of the
Savings Bank (the "Board") may extend the Agreement for an additional year.
Prior to the extension of the Agreement as provided herein, the Board will
conduct a formal performance evaluation of the Executive for purposes of
determining whether to extend the Agreement, and the results thereof shall be
included in the minutes of the Board's meeting.
(b) During the period of his employment hereunder, except for periods
of absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence, the Executive shall devote substantially all his business
time, attention, skill, and efforts to the faithful performance of his duties
hereunder including activities and services related to the organization,
operation and management of the Savings Bank; provided, however, that, with the
approval of the Board, as evidenced by a resolution of such Board, from time to
time, the Executive may serve, or continue to serve, on the boards of directors
of, and hold any other offices or positions in, companies or organizations,
which, in such Board's judgment, will not present any conflict of interest with
the Savings Bank, or materially affect the performance of the Executive's duties
pursuant to this Agreement.
3. COMPENSATION AND REIMBURSEMENT.
(a) The compensation specified under this Agreement shall constitute
the salary and benefits paid for the duties described in Sections 1 and 2. The
Savings Bank shall pay the Executive as compensation a salary of $125,000 per
year ("Base Salary"). Such Base Salary shall be payable in accordance with the
customary payroll practices of the Savings Bank. During the period of this
Agreement, the Executive's Base Salary shall be reviewed at least annually; the
first such review will be made no later than one year from the date of this
Agreement. Such review shall be conducted by a Committee designated by the
Board, and the Board may increase (but may not decrease) the Executive's Base
Salary. In addition to the Base Salary provided in this Section 3(a), the
Savings Bank shall provide the Executive at no cost to the Executive with all
such other benefits as are provided uniformly to permanent full-time employees
of the Savings Bank.
(b) The Savings Bank will provide the Executive with employee benefit
plans, arrangements and perquisites substantially equivalent to those in which
the Executive was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this Agreement, and the Savings Bank will
not, without the Executive's prior written consent, make any changes in such
plans, arrangements or perquisites which would adversely affect the Executive's
rights or benefits thereunder. Without limiting the generality of the foregoing
provisions of this Subsection (b), the Executive will be entitled to participate
in or receive benefits under any employee benefit plans including, but not
limited to, retirement plans, supplemental retirement plans, pension plans,
profit-sharing plans, health-and-accident plan, medical coverage or any other
employee benefit plan or arrangement made available by the Savings Bank in the
future to its senior executives and key management employees, subject to, and on
a basis consistent with, the terms, conditions and overall administration of
such plans and arrangements. The Executive will be entitled to incentive
compensation and bonuses as provided in any plan, or pursuant to any arrangement
of the Savings Bank, in which the Executive is eligible to participate. Nothing
paid to the Executive under any such plan or arrangement will be deemed to be in
lieu of other compensation to which the Executive is entitled under this
Agreement, except as provided under Section 5(e).
(c) In addition to the Base Salary provided for by paragraph (a) of
this Section 3, the Savings Bank shall pay or reimburse the Executive for all
reasonable travel and other obligations under this Agreement and may provide
such additional compensation in such form and such amounts as the Board may from
time to time determine.
4. PAYMENTS TO THE EXECUTIVE UPON AN EVENT OF TERMINATION.
(a) Upon the occurrence of an Event of Termination (as herein defined)
during the Executive's term of employment under this Agreement, the provisions
of this Section shall apply. As used in this Agreement, an "Event of
Termination" shall mean and include any one or more of the following: (i) the
termination by the Savings Bank of the Executive's full-time employment
hereunder for any reason other than a Change in Control, as defined in Section
5(a) hereof; disability, as defined in Section 6(a) hereof; death as provided in
Section 7; retirement, as defined in Section 7 hereof; or for Cause, as defined
in Section 8 hereof; (ii) the Executive's resignation from the Savings Bank's
employ, upon (A) unless consented to by the Executive, a material change in the
Executive's function, duties, or responsibilities, which change would cause
Executive's position to become one of lesser responsibility, importance, or
scope from the position and attributes thereof described in Sections 1 and 2,
above, (any such material change shall be deemed a continuing breach of this
Agreement), (B) a relocation of the Executive's principal place of employment by
more than 35 miles from its location at the effective date of this Agreement, or
a material reduction in the benefits and perquisites to the Executive from those
being provided as of the effective date of this Agreement, (C) the liquidation
or dissolution of the Savings Bank, or (D) any breach of this Agreement by the
Savings Bank. Upon the occurrence of any event described in clauses (A), (B),
(C), or (D), above, the Executive shall have the right to elect to terminate his
employment under this Agreement by resignation upon not less than sixty (60)
days prior written notice given within a reasonable period of time not to
exceed, except in case of a continuing breach, four calendar months after the
event giving rise to said right to elect.
(b) Upon the occurrence of an Event of Termination, the Savings Bank
shall pay the Executive, or, in the event of his subsequent death, his
beneficiary or beneficiaries, or his estate, as the case may be, as severance
pay or liquidated damages, or both, a sum equal to the payments due to the
Executive for the remaining term of the Agreement, including Base Salary,
bonuses, and any other cash or deferred compensation paid or to be paid
(including the value of employer contributions that would have been made on the
Executive's behalf over the remaining term of the agreement to any tax-qualified
retirement plan sponsored by the Savings Bank as of the Date of Termination), to
the Executive for the term of the Agreement provided, however, that if the
Savings Bank is not in compliance with its minimum capital requirements or if
such payments would cause the Savings Bank's capital to be reduced below its
minimum capital requirements, such payments shall be deferred until such time as
the Savings Bank is in capital compliance. All payments made pursuant to this
Section 4(b) shall be paid in substantially equal monthly installments over the
remaining term of this Agreement following the Executive's termination;
provided, however, that if the remaining term of the Agreement is less than one
(1) year (determined as of the Executive's Date of Termination), such payments
and benefits shall be paid to the Executive in a lump sum within 30 days of the
Date of Termination.
(c) Upon the occurrence of an Event of Termination, the Savings Bank
will cause to be continued life, medical, dental and disability coverage
substantially identical to the coverage maintained by the Savings Bank for the
Executive prior to his termination. Such coverage shall cease upon the
expiration of the remaining term of this Agreement.
5. CHANGE IN CONTROL.
(a) No benefit shall be paid under this Section 5 unless there shall
have occurred a Change in Control of the Company or the Bank. For purposes of
this Agreement, a "Change in Control" of the Company or the Bank shall be deemed
to occur if and when (a) an offeror other than the Company purchases shares of
the common stock of the Company or the Bank pursuant to a tender or exchange
offer for such shares, (b) any person (as such term is used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company or the
Bank representing 25% or more of the combined voting power of the Company's then
outstanding securities, (c) the membership of the board of directors of the
Company or the Bank changes as the result of a contested election, such that
individuals who were directors at the beginning of any twenty-four month period
(whether commencing before or after the effective date of this Agreement) do not
constitute a majority of the Board at the end of such period, or (d)
shareholders of the Company or the Bank approve a merger, consolidation, sale or
disposition of all or substantially all of the Company's or the Bank's assets,
or a plan of partial or complete liquidation.
(b) If any of the events described in Section 5(a) hereof constituting
a Change in Control have occurred or the Board of the Savings Bank or the
Company has determined that a Change in Control has occurred, the Executive
shall be entitled to the benefits provided in paragraphs (c), (d) and (e) of
this Section 5 upon his involuntary termination of employment at any time during
the period beginning three (3) months prior to the announcement by the Savings
Bank or the Company of an event constituting a Change of Control or voluntary
termination within twelve (12) months following a Change of Control for any
reason, unless such termination is because of his death, retirement as provided
in Section 7, termination for Cause, or termination for Disability.
(c) Upon the occurrence of a Change in Control followed by the
Executive's termination of employment, the Savings Bank shall pay the Executive,
or in the event of his subsequent death, his beneficiary or beneficiaries, or
his estate, as the case may be, as severance pay or liquidated damages, or both,
a sum equal to 2.99 times the Executive's "base amount," within the meaning of
ss.280G(b)(3) of the Internal Revenue Code of 1986 ("Code"), as amended. In the
event the Executive has been employed by the Savings Bank for less than five
calendar (5) years preceding the Change in Control, the Executive's base amount
shall be determined by reference to the period during which he has been employed
by the Savings Bank with any period of less than one full year annualized. In
the event that a Change in Control occurs during his initial year of employment
hereunder, the Executive's base amount shall be annualized. Such payment shall
be made in a lump sum paid within ten (10) days of the Executive's Date of
Termination or, at the Executive's election, in substantially equal installment
payments over a three (3) year period following Date of Termination.
(d) Upon the occurrence of a Change in Control followed by the
Executive's termination of employment, the Savings Bank will cause to be
continued life, medical, dental and disability coverage substantially identical
to the coverage maintained by the Savings Bank for the Executive prior to his
severance. In addition, Executive shall be entitled to receive the value of
employer contributions that would have been made on the Executive's behalf over
the remaining term of the agreement to any tax-qualified retirement plan
sponsored by the Savings Bank as of the Date of Termination. Such coverage and
payments shall cease upon the expiration of thirty-six (36) months.
(e) Upon the occurrence of a Change in Control, the Executive shall be
entitled to receive benefits due him under, or contributed by the Company or the
Savings Bank on his behalf, pursuant to any retirement, incentive, profit
sharing, bonus, performance, disability or other employee benefit plan
maintained by the Savings Bank or the Company on the Executive's behalf to the
extent that such benefits are not otherwise paid to the Executive upon a Change
in Control.
(f) Notwithstanding the preceding paragraphs of this Section 5, in the
event that the aggregate payments or benefits to be made or afforded to the
Executive under this Section would be deemed to include an "excess parachute
payment" under ss.280G of the Code, such payments or benefits shall be payable
or provided in equal monthly installments over the minimum period necessary to
reduce the present value of such payments or benefits to an amount which is one
dollar ($1.00) less than three times the Executive's "base amount" under
ss.280G(b)(3) of the Code.
6. TERMINATION FOR DISABILITY.
(a) If the Executive shall become disabled as defined in the Savings
Bank's then current disability plan (or, if no such plan is then in effect, if
the Executive is permanently and totally disabled within the meaning of Section
22(e)(3) of the Code as determined by a physician designated by the Board), the
Savings Bank may terminate Executive's employment for "Disability."
(b) Upon the Executive's termination of employment for Disability, the
Savings Bank will pay Executive, as disability pay, a bi-weekly payment equal to
three-quarters (3/4) of Executive's bi-weekly rate of Base Salary on the
effective date of such termination. These disability payments shall commence on
the effective date of Executive's termination and will end on the earlier of (i)
the date the Executive returns to the full-time employment of the Savings Bank
in the same capacity as he was employed prior to his termination for Disability
and pursuant to an employment agreement between the Executive and the Savings
Bank; (ii) Executive's full-time employment by another employer; (iii) the
Executive attaining the age of 65; or (iv) the Executive's death; or (v) the
expiration of the term of this Agreement. The disability pay shall be reduced by
the amount, if any, paid to the Executive under any plan of the Savings Bank
providing disability benefits to the Executive.
(c) The Savings Bank will cause to be continued life, medical, dental
and disability coverage substantially identical to the coverage maintained by
the Savings Bank for the Executive prior to his termination for Disability. This
coverage and payments shall cease upon the earlier of (i) the date the Executive
returns to the full-time employment of the Savings Bank, in the same capacity as
he was employed prior to his termination for Disability and pursuant to an
employment agreement between the Executive and the Savings Bank; (ii)
Executive's full-time employment by another employer; (iii) the Executive's
attaining the age of 65; or (iv) the Executive's death; or (v) the expiration of
the term of this Agreement.
(d) Notwithstanding the foregoing, there will be no reduction in the
compensation otherwise payable to the Executive during any period during which
Executive is incapable of performing his duties hereunder by reason of temporary
disability.
7. TERMINATION UPON RETIREMENT; DEATH OF THE EXECUTIVE.
Termination by the Savings Bank of the Executive based on "Retirement"
shall mean retirement at age 65 or in accordance with any retirement arrangement
established with the Executive's consent with respect to him. Upon termination
of Executive upon Retirement, the Executive shall be entitled to all benefits
under any retirement plan of the Savings Bank or the Company and other plans to
which the Executive is a party. Upon the death of the Executive during the term
of this Agreement, the Savings Bank shall pay to the Executive's estate the
compensation due to the Executive through the last day of the calendar month in
which his death occurred.
8. TERMINATION FOR CAUSE.
For purposes of this Agreement, "Termination for Cause" shall include
termination because of the Executive's personal dishonesty, incompetence,
willful misconduct, 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 or similar offenses) or final
cease-and-desist order, or material breach of any provision of this Agreement.
For purposes of this Section, no act, or the failure to act, on the Executive's
part shall be "willful" unless done, or omitted to be done, not in good faith
and without reasonable belief that the action or omission was in the best
interest of the Savings Bank or its affiliates. Notwithstanding the foregoing,
the Executive shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to him a copy of a resolution duly adopted
by the affirmative vote of not less than three-fourths of the members of the
Board at a meeting of the Board called and held for that purpose (after
reasonable notice to the Executive and an opportunity for him, together with
counsel, to be heard before the Board), finding that in the good faith opinion
of the Board, the Executive was guilty of conduct justifying termination for
Cause and specifying the reasons thereof. The Executive shall not have the right
to receive compensation or other benefits for any period after termination for
Cause. Any stock options granted to the Executive under any stock option plan or
any unvested awards granted under any other stock benefit plan of the Savings
Bank, the Company, or any subsidiary or affiliate thereof, shall become null and
void effective upon the Executive's receipt of Notice of Termination for Cause
pursuant to Section 9 hereof, and shall not be exercisable by the Executive at
any time subsequent to such Termination for Cause.
9. REQUIRED PROVISIONS.
(a) The Savings Bank may terminate the Executive's employment at any
time, but any termination by the Savings Bank, other than Termination for Cause,
shall not prejudice the Executive's right to compensation or other benefits
under this Agreement. Executive shall not have the right to receive compensation
or other benefits for any period after Termination for Cause as defined in
Section 8 herein.
(b) If the Executive is suspended and/or temporarily prohibited from
participating in the conduct of the Savings Bank's affairs by a notice served
under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act ("FDIA")
(12 U.S.C. 1818(e)(3) and (g)(1)), the Savings Bank's obligations under the
Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the Savings
Bank may, in its discretion, (i) pay the Executive all or part of the
compensation withheld while its contract obligations were suspended and (ii)
reinstate (in whole or in part) any of its obligations that were suspended.
(c) If the Executive is removed and/or permanently prohibited from
participating in the conduct of the Savings Bank's affairs by an order issued
under Section 8(e)(4) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(4) or (g)(1)),
all obligations of the Savings Bank under the Agreement shall terminate as of
the effective date of the order, but vested rights of the contracting parties
shall not be affected.
(d) If the Savings Bank is in default (as defined in Section 3(x)(1)
of the FDIA), all obligations under this Agreement shall terminate as of the
date of default, but this paragraph shall not affect any vested rights of the
parties.
(e) All obligations under this Agreement shall be terminated (except
to the extent determined that continuation of the Agreement is necessary for the
continued operation of the Savings Bank): (i) by the Director of the Office of
Thrift Supervision (the "Director") or his or her designee at the time the
Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters
into an agreement to provide assistance to or on behalf of the Savings Bank
under the authority contained in Section 13(c) of the FDIA or (ii) by the
Director, or his or her designee at the time the Director or such designee
approves a supervisory merger to resolve problems related to operation of the
Savings Bank or when the Savings Bank is determined by the Director to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.
(f) Any payments made to the Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon compliance with 12 U.S.C.
ss.1828(k) and any regulations promulgated thereunder.
10. NOTICE.
(a) Any purported termination by the Savings Bank or by the Executive
shall be communicated by Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a written
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated.
(b) "Date of Termination" shall mean (A) if the Executive's employment
is terminated for Disability, thirty (30) days after a Notice of Termination is
given (provided that he shall not have returned to the performance of his duties
on a full-time basis during such thirty (30) day period), and (B) if his
employment is terminated for any other reason, the date specified in the Notice
of Termination (which, in the case of a Termination for Cause, shall not be less
than thirty (30) days from the date such Notice of Termination is given).
(c) If, within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other party
that a dispute exists concerning the termination, except upon the occurrence of
a Change in Control and voluntary termination by the Executive in which case the
Date of Termination shall be the date specified in the Notice, the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties, by a binding arbitration award, or
by a final judgment, order or decree of a court of competent jurisdiction (the
time for appeal there from having expired and no appeal having been perfected)
and provided further that the Date of Termination shall be extended by a notice
of dispute only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Savings Bank will continue
to pay the Executive his full compensation in effect when the notice giving rise
to the dispute was given (including, but not limited to, Base Salary) and
continue him as a participant in all compensation, benefit and insurance plans
in which he was participating when the notice of dispute was given, until the
dispute is finally resolved in accordance with this Agreement. Amounts paid
under this Section are in addition to all other amounts due under this Agreement
and shall not be offset against or reduce any other amounts due under this
Agreement.
11. SOURCE OF PAYMENTS.
All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Savings Bank. The Company, however,
guarantees all payments and the provision of all amounts and benefits due
hereunder to the Executive and, if such payments are not timely paid or provided
by the Savings Bank, such amounts and benefits shall be paid or provided by the
Company.
12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.
This Agreement contains the entire understanding between the parties
hereto and supersedes any prior employment agreement between the Savings Bank or
any predecessor of the Savings Bank and the Executive, except that this
Agreement shall not affect or operate to reduce any benefit or compensation
inuring to the Executive of a kind elsewhere provided. No provision of this
Agreement shall be interpreted to mean that the Executive is subject to
receiving fewer benefits than those available to him without reference to this
Agreement.
13. NO ATTACHMENT.
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of,
the Executive, the Savings Bank, the Company and their respective successors and
assigns.
14. MODIFICATION AND WAIVER.
(a) This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there by any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.
15. SEVERABILITY.
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent consistent with
law continue in full force and effect.
16. HEADINGS FOR REFERENCE ONLY.
The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
17. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of South
Carolina, unless otherwise specified herein; provided, however, that in the
event of a conflict between the terms of this Agreement and any applicable
federal or state law or regulation, the provisions of such law or regulation
shall prevail.
18. ARBITRATION.
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by the employee within one
hundred (100) miles from the location of the Savings Bank, in accordance with
the rules of the American Arbitration Savings Bank then in effect. Judgment may
be entered on the arbitrator's award in any court having jurisdiction; provided,
however, that the Executive shall be entitled to seek specific performance of
his right to be paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement.
19. PAYMENT OF LEGAL FEES; INTEREST
All reasonable legal fees paid or incurred by the Executive pursuant to
any dispute or question of interpretation relating to this Agreement shall be
paid or reimbursed by the Savings Bank, if successful pursuant to a legal
judgment, arbitration or settlement. With respect to any payment under this
Agreement that is the subject of a dispute between the Executive and the Savings
Bank and/or the Company, if the Executive is the prevailing party in such
dispute, the Executive shall be entitled to interest at a rate not less than
nine (9) percent per annum on the payment for the period during which it was
withheld by the Savings Bank and/or the Company.
20. INDEMNIFICATION.
The Savings Bank shall provide the Executive (including his heirs,
executors and administrators) with coverage under a standard directors' and
officers' liability insurance policy at its expense, or in lieu thereof, shall
indemnify the Executive (and his heirs, executors and administrators) to the
fullest extent permitted under law against all expenses and liabilities
reasonably incurred by him in connection with or arising out of any action,
suite or proceeding in which he may be involved by reason of his having been a
director or officer of the Savings Bank (whether or not he continues to be a
directors or officer at the time of incurring such expenses or liabilities),
such expenses and liabilities to include, but not be limited to, judgment, court
costs and attorneys' fees and the cost of reasonable settlements.
21. SUCCESSOR TO THE SAVINGS BANK OR THE COMPANY.
The Savings Bank and the Company shall require any successor or
assignee, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of the Savings
Bank or the Company, expressly and unconditionally to assume and agree to
perform the Savings Bank's or the Company's obligations under this Agreement, in
the same manner and to the same extent that the Savings Bank or the Company
would be required to perform if no such succession or assignment had taken
place.
IN WITNESS WHEREOF, the Savings Bank and the Company have caused this
Agreement to be executed and their seal to be affixed hereunto by a duly
authorized officer, and the Executive has signed this Agreement, on the 21st day
of October, 1997.
ATTEST: COASTAL FEDERAL SAVINGS BANK
/s/ Susan J. Cooke BY: /s/ Michael C. Gerald
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Susan J. Cooke Michael C. Gerald
[SEAL]
ATTEST: COASTAL FINANCIAL CORPORATION
/s/ Susan J. Cooke BY: /s/ Michael C. Gerald
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Susan J. Cooke Michael C. Gerald
[SEAL]
WITNESS:
/s/ Susan J. Cooke /s/ Phillip G. Stalvey
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Susan J. Cooke Phillip G. Stalvey
EXECUTIVE