EXHIBIT (10)(xiii)
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of ______________,
2003, by and between the Home Savings Bank of Albemarle, SSB, a bank organized
and existing under the laws of the State of North Carolina (hereinafter referred
to as the "Bank"), and R. Ronald Swanner, an Executive of the Bank (hereinafter
referred to as the "Executive").
WHEREAS, the Executive is now in the employ of the Bank and has for many
years faithfully served the Bank. It is the consensus of the Board of Directors
(hereinafter referred to as the "Board") that the Executive's services have been
of exceptional merit, in excess of the compensation paid and an invaluable
contribution to the profits and position of the Bank in its field of activity.
The Board further believes that the Executive's experience, knowledge of
corporate affairs, reputation and industry contacts are of such value, and the
Executive's continued services so essential to the Bank's future growth and
profits, that it would suffer severe financial loss should the Executive
terminate their services;
ACCORDINGLY, the Board has adopted the Home Savings Bank of Albemarle,
SSB Executive Supplemental Retirement Plan (hereinafter referred to as the
"Executive Plan") and it is the desire of the Bank and the Executive to enter
into this Agreement under which the Bank will agree to make certain payments to
the Executive upon the Executive's retirement or to the Executive's
beneficiary(ies) in the event of the Executive's death pursuant to the Executive
Plan;
FURTHERMORE, it is the intent of the parties hereto that this Executive
Plan be considered an unfunded arrangement maintained primarily to provide
supplemental retirement benefits for the Executive, and be considered a
non-qualified benefit plan for purposes of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Executive is fully advised of
the Bank's financial status and has had substantial input in the design and
operation of this benefit plan; and
WHEREAS, the Bank and the Executive are parties to a Retirement Payment
Agreement dated October of 1985 between Home Savings Bank of Albemarle, SSB and
R. Ronald Swanner that provides for the payment of certain benefits. This
Executive Supplemental Retirement Plan Agreement and the benefits provided
hereunder shall replace and supercede the existing Retirement Payment Agreement
and the benefits provided thereby;
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NOW THEREFORE, in consideration of services the Executive has performed
in the past and those to be performed in the future, and based upon the mutual
promises and covenants herein contained, the Bank and the Executive agree as
follows:
I. DEFINITIONS
A. Effective Date:
The Effective Date of the Executive Plan shall be February 18,
2003.
B. Plan Year:
Any reference to the "Plan Year" shall mean a calendar year from
January 1st to December 31st. In the year of implementation, the
term "Plan Year" shall mean the period from the Effective Date
to December 31st of the year of the Effective Date.
C. Retirement Date:
Retirement Date shall mean retirement from service with the Bank
that becomes effective on the first day of the calendar month
following the month in which the Executive reaches age
sixty-five (65) or such later date as the Executive may actually
retire.
D. Early Retirement Date:
Early Retirement Date shall mean a retirement from service which
is effective prior to the Normal Retirement Age stated herein,
provided the Executive has attained age sixty (60).
E. Termination of Service:
Termination of Service shall mean the Executive's voluntary
resignation of service by the Executive or the Bank's discharge
of the Executive without cause, prior to the Early Retirement
Date (Subparagraph I [D]).
F. Index Retirement Benefit:
The Index Retirement Benefit for each Executive in the Executive
Plan for each Plan Year shall be equal to the excess (if any) of
the Index (Subparagraph I [G]) for that Plan Year over the
Opportunity Cost (Subparagraph I [H]) for that Plan Year,
divided by a factor equal to 1.00 minus the marginal tax rate.
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G. Index:
The Index for any Plan Year shall be the aggregate annual
after-tax income from the life insurance contract(s) described
hereinafter as defined by FASB Technical Bulletin 85-4. This
Index shall be applied as if such insurance contract(s) were
purchased on the Effective Date of the Executive Plan.
Insurance Company: Mass Mutual Life Insurance Company
Policy Form: Flexible Premium Adjustable Life
Policy Name: Strategic Life Executive
Insured's Age and Sex: 55, Male
Riders: None
Ratings: None
Option: Level
Face Amount: $927,027
Premiums Paid: $423,300
Number of Premium Payments: Single
Assumed Purchase Date: February 18, 2003
Insurance Company: New York Life Insurance Company
Policy Form: Flexible Premium Adjustable Life
Policy Name: Strategic Life Executive
Insured's Age and Sex: 55, Male
Riders: None
Ratings: None
Option: Level
Face Amount: $1,022,554
Premiums Paid: $423,200
Number of Premium Payments: Single
Assumed Purchase Date: February 18, 2003
If such contracts of life insurance are actually purchased by
the Bank, then the actual policies as of the dates they were
actually purchased shall be used in calculations under this
Executive Plan. If such contracts of life insurance are not
purchased or are subsequently surrendered or lapsed, then the
Bank shall receive annual policy illustrations that assume the
above-described policies were purchased or had not subsequently
surrendered or lapsed. Said illustration shall be received from
the respective insurance companies and will indicate the
increase in policy values for purposes of calculating the amount
of the Index.
In either case, references to the life insurance contracts are
merely for purposes of calculating a benefit. The Bank has no
obligation to purchase
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such life insurance and, if purchased, the Executive and the
Executive's beneficiary(ies) shall have no ownership interest in
such policy and shall always have no greater interest in the
benefits under this Executive Plan than that of an unsecured
creditor of the Bank.
H. Opportunity Cost:
The Opportunity Cost for any Plan Year shall be calculated by
taking the sum of the amount of premiums for the life insurance
policies described in the definition of "Index" plus the amount
of any after-tax benefits paid to the Executive pursuant to the
Executive Plan (Paragraph II hereinafter) plus the amount of all
previous years' after-tax Opportunity Cost, and multiplying that
sum by the greater of either: (i) the average after tax yield of
a one-year Treasury bill; or (ii) the Bank's annualized after
tax cost of funds as calculated from the Bank's third quarter
call report.
I. Change of Control:
Change of Control means the cumulative transfer of more than
fifty percent (50%) of the voting stock of the Bank from the
Effective Date of this Executive Plan. For the purposes of this
Executive Plan, transfers on account of deaths or gifts,
transfers between family members or transfers to a qualified
retirement plan maintained by the Bank shall not be considered
in determining whether there has been a Change of Control.
J. Normal Retirement Age:
Normal Retirement Age shall mean the date on which the Executive
attains age sixty-five (65).
K. Benefit Accounting:
The Bank shall account for the benefit provided herein using the
regulatory accounting principles of the Bank's primary federal
regulator. The Bank shall establish an accrued liability
retirement account for the Executive into which appropriate
reserves shall be accrued. On the date of this agreement, said
account shall have a pre-existing liability balance of One
Hundred Ten Thousand Five Hundred and 00/100ths Dollars
($110,500.00).
II. INDEX BENEFITS
A. Retirement Benefits:
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Subject to Subparagraph II (E) hereinafter, an Executive who
remains in the employ of the Bank until the Normal Retirement
Age (Subparagraph I [J]) shall be entitled to receive an annual
benefit amount equal to the amount set forth in Exhibit A-1.
Said payments shall be made monthly and shall commence thirty
(30) days following the Executive's retirement and shall
continue until the Executive attains age seventy-six (76). Upon
completion of the aforestated payments and commencing subsequent
thereto and subject to Subparagraph II (A) (i) hereinbelow, the
Index Retirement Benefit (Subparagraph I [F]) for each Plan Year
subsequent to the year in which the Executive attains age
seventy-six (76), and including the remaining portion of the
Plan Year in which the Executive attains age seventy-six (76)
shall be paid to the Executive until the Executive's death.
(i) The Index Retirement Benefit Adjustment:
The Index Retirement Benefit payment as set forth
hereinabove for the first Plan Year subsequent to the
Executive attaining age seventy-six (76) shall be
adjusted according to a number equal to the aggregate of
the Index Retirement Benefit (Subparagraph I [F]) for
each Plan Year from the Effective Date of this agreement
until the Plan Year subsequent to the Executive
attaining age seventy-six (76) over the aggregate of the
benefit payments the Executive actually received under
the terms of this Executive Plan through that date. For
example, if the Executive retires at age sixty-five (65)
and the aggregate annual benefits received by the
Executive until the Plan Year the Executive attains age
seventy-six (76) were $900,000.00, and the aggregate
Index Retirement Benefits for each Plan Year from the
Effective Date of this agreement to the Plan Year the
Executive's attains age seventy-six (76) were
$1,000,000.00 then the Executive's Index Retirement
Benefit in the first Plan Year said payment is payable
to the Executive would be increased by $100,000.00. If
said number is a deficit, then the Index Retirement
Benefit for the Plan Year when the Executive attains age
seventy-six (76) and each subsequent Plan Year's benefit
(if necessary) shall be reduced until the entire deficit
has been recovered by the Bank. For each year
thereafter, the Index Retirement Benefit payment shall
be paid as set forth in Subparagraph I (E). For example,
if the Executive retires at age sixty-five (65) and the
aggregate annual benefits to be received by the
Executive until the Plan Year the Executive attains age
seventy-six (76) were $1,000,000.00, and the aggregate
Index Retirement Benefits for each Plan Year from the
Effective Date of this agreement to the Plan Year the
Executive attains age seventy-six (76) were $900,000.00
and the Executive's Index Retirement Benefit was
$90,000.00 in the first year, then the Executive would
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not receive any Index Retirement Benefit in the first
year, and the second years' Index Retirement benefit
would be reduced by $10,000.00.
B. Early Retirement:
Subject to Subparagraph II (E), should the Executive elect Early
Retirement or be discharged without cause by the Bank subsequent
to the Early Retirement Date [Subparagraph I (D)], the Executive
shall be entitled to receive the annual benefit set forth in
Exhibit A-2 reduced by the full number of years the Executive
retires early prior to Normal Retirement Age, times ten percent
(10%). [For example, if Executive retires at age 61, the annual
benefit set forth in Exhibit A-2 shall be reduced by forty
percent (40%): 61-65 = 4 x 10 = 40%]. Said payments shall be
made monthly and shall commence thirty (30) days following the
Executive's early retirement and shall continue until the
Executive attains age seventy-six (76). Upon completion of the
aforestated payments and commencing subsequent thereto and
subject to Subparagraph II (A) (i) hereinabove, the vested
percentage set forth hereinabove of the Index Retirement Benefit
for each Plan Year subsequent to the year in which the Executive
attains age seventy-six (76), and including the remaining
portion of the Plan Year in which the Executive attains age
seventy-six (76), shall be paid to the Executive until the
Executive's death.
C. Termination of Service:
Subject to Subparagraph II (E), should an Executive suffer a
Termination of Service the Executive shall be entitled to
receive the percentage set forth hereinbelow that corresponds to
number of full years of employment from date of first employment
and age of Executive while employed by the Bank only, to a
maximum of eighty percent (80%), of the annual benefit set forth
in Exhibit A-1. Said payments shall be made monthly and shall
commence thirty (30) days following the Executive's Normal
Retirement Age (Subparagraph I [J] and shall continue until the
Executive attains age seventy-six (76). Upon completion of the
aforestated payments and commencing subsequent thereto and
subject to Subparagraph II (A) (i) hereinabove the Index
Retirement Benefit for each Plan Year subsequent to the year in
which the Executive attains age seventy-six (76), and including
the remaining portion of the Plan Year in which the Executive
attains age seventy-six (76), shall be paid to the Executive
until the Executive's death.
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Number full years and age Vested percent
------------------------- --------------
1-16 or more and less than 60 5% per year
while employed by Bank only to a maximum of 80%
Age 60 or older while 100% and
employed by Bank Subparagraph II (B) applies
D. Death:
If the Executive dies while there is a balance in the
Executive's accrued liability retirement account, then the
unpaid balance shall be paid in a lump sum to the individual or
individuals designated in writing by the Executive and filed
with the Bank. In the absence of or a failure to designate a
beneficiary, the unpaid balance shall be paid in a lump sum to
the personal representative of the Executive's estate. If, upon
death, the Executive shall have received the total balance of
the Executive's accrued liability retirement account, then no
further benefit shall be due hereunder. In any event, upon the
death of the Executive, the Executive's beneficiary shall not be
entitled to receive any index Retirement Benefit.
E. Discharge for Cause:
Should the Executive be Discharged for Cause at any time, all
benefits under this Executive Plan shall be forfeited. The term
"for cause" shall mean any of the following that result in an
adverse effect on the Bank: (i) gross negligence or gross
neglect; (ii) the commission of a felony or gross misdemeanor
involving moral turpitude, fraud, or dishonesty; (iii) the
willful violation of any law, rule, or regulation (other than a
traffic violation or similar offense); (iv) an intentional
failure to perform stated duties; or (v) a breach of fiduciary
duty involving personal profit. If a dispute arises as to
discharge "for cause," such dispute shall be resolved by
arbitration as set forth in this Executive Plan.
F. Disability Benefit:
In the event the Executive becomes disabled prior to any
Termination of Service, and the Executive's employment is
terminated because of such disability, the Executive, upon
submission to the Bank of written documentation and verification
of disability, shall be one hundred percent (100%) vested in the
accrued liability retirement account balance on the date of said
disability. Said account shall be credited interest annually,
until paid in full, at a rate of two percent (2%) plus the prime
interest rate each Plan Year. Payment of such benefit shall be
made in one (1) lump
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sum when the Executive reaches his/her Normal Retirement Age.
Disability shall be defined as the Executive not being able to
perform the duties of the Executive's own job and shall be as
further defined in the Bank's long term disability policy in
effect at the time of said disability. If no such policy exists
at the time of disability, then disability shall be as defined
in the long term disability policy last in effect. If there is a
dispute regarding whether the Executive is disabled, such
dispute shall be resolved by a physician selected by the Bank
and such resolution shall be binding upon all parties to this
Agreement.
G. Death Benefit:
Except as set forth above, there is no death benefit provided
under this Agreement.
III. 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 Executive
Plan. The Executive, their beneficiary(ies), or any successor in
interest shall be and remain simply a general creditor of the Bank in
the same manner as any other creditor having a general claim for matured
and unpaid compensation.
The Bank reserves the absolute right, at its sole discretion, to either
fund the obligations undertaken by this Executive Plan or to refrain
from funding the same and to determine the extent, nature and method of
such funding. Should the Bank elect to fund this Executive Plan, in
whole or in part, through the purchase of life insurance, mutual funds,
disability policies or annuities, the Bank reserves the absolute right,
in its sole discretion, to terminate such funding at any time, in whole
or in part. At no time shall any Executive be deemed to have any lien
nor right, title or interest in or to any specific funding 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 Executive, then the Executive shall assist
the Bank by freely submitting to a physical exam and supplying such
additional information necessary to obtain such insurance or annuities.
IV. CHANGE OF CONTROL
Upon a Change of Control (Subparagraph I [I]), if the Executive
subsequently suffers a Termination of Service (Subparagraph I [E]), then
the Executive shall receive the benefits promised in this Executive Plan
upon attaining Normal Retirement Age, as if the Executive had been
continuously employed by the Bank until the Executive's Normal
Retirement Age. The Executive will also remain
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eligible for all promised death benefits in this Executive Plan. In
addition, no sale, merger, or consolidation of the Bank shall take place
unless the new or surviving entity expressly acknowledges the
obligations under this Executive Plan and agrees to abide by its terms.
V. MISCELLANEOUS
A. Alienability and Assignment Prohibition:
Neither the Executive, nor the Executive's surviving spouse, nor
any other beneficiary(ies) under this Executive 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 Executive or the
Executive's beneficiary(ies), nor be transferable by operation
of law in the event of bankruptcy, insolvency or otherwise. In
the event the Executive or any beneficiary attempts assignment,
commutation, hypothecation, transfer or disposal of the benefits
hereunder, the Bank's liabilities shall forthwith cease and
terminate.
B. Binding Obligation of the Bank and any Successor in Interest:
The Bank shall not merge or consolidate into or with another
bank or sell substantially all of its assets to another bank,
firm or person until such bank, firm or person expressly agree,
in writing, to assume and discharge the duties and obligations
of the Bank under this Executive Plan. This Executive Plan shall
be binding upon the parties hereto, their successors,
beneficiaries, heirs and personal representatives.
C. Amendment or Revocation:
Subject to Paragraph VII, it is agreed by and between the
parties hereto that, during the lifetime of the Executive, this
Executive Plan may be amended or revoked at any time or times,
in whole or in part, by the mutual written consent of the
Executive and the Bank.
D. Gender:
Whenever in this Executive 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.
E. Effect on Other Bank Benefit Plans:
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Nothing contained in this Executive Plan shall affect the right
of the Executive to participate in or be covered by any
qualified or non-qualified pension, profit-sharing, group, bonus
or other supplemental compensation or fringe benefit plan
constituting a part of the Bank's existing or future
compensation structure.
F. Headings:
Headings and subheadings in this Executive Plan are inserted for
reference and convenience only and shall not be deemed a part of
this Executive Plan.
G. Applicable Law:
The validity and interpretation of this Agreement shall be
governed by the laws of the State of North Carolina.
H. 12 U.S.C. Section 1828(k):
Any payments made to the Executive pursuant to this Executive
Plan, or otherwise, are subject to and conditioned upon their
compliance with 12 U.S.C. Section 1828(k) or any regulations
promulgated thereunder.
I. Partial Invalidity:
If any term, provision, covenant, or condition of this Executive
Plan is determined by an arbitrator or a court, as the case may
be, to be invalid, void, or unenforceable, such determination
shall not render any other term, provision, covenant, or
condition invalid, void, or unenforceable, and the Executive
Plan shall remain in full force and effect notwithstanding such
partial invalidity.
J. Employment:
No provision of this Executive Plan shall be deemed to restrict
or limit any existing employment agreement by and between the
Bank and the Executive, nor shall any conditions herein create
specific employment rights to the Executive nor limit the right
of the Employer to discharge the Executive with or without
cause. In a similar fashion, no provision shall limit the
Executive's rights to voluntarily sever the Executive's
employment at any time.
K. Supersede and Entire Agreement:
This Agreement shall supersede the Retirement Payment Agreement
dated October of 1985, and shall constitute the entire agreement
of the parties
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pertaining to this particular Executive Supplemental Retirement
Plan Agreement.
VI. ERISA PROVISION
A. Named Fiduciary and Plan Administrator:
The "Named Fiduciary and Plan Administrator" of this Executive
Plan shall be Home Savings Bank of Albemarle, SSB, until its
resignation or removal by the Board. As Named Fiduciary and Plan
Administrator, the Bank shall be responsible for the management,
control and administration of the Executive Plan. The Named
Fiduciary may delegate to others certain aspects of the
management and operation responsibilities of the Executive Plan
including the employment of advisors and the delegation of
ministerial duties to qualified individuals.
B. Claims Procedure and Arbitration:
In the event a dispute arises over benefits under this Executive
Plan and benefits are not paid to the Executive (or to the
Executive's beneficiary(ies) in the case of the Executive's
death) and such claimants feel they are entitled to receive such
benefits, then a written claim must be made to the Named
Fiduciary and Plan Administrator named above within sixty (60)
days from the date payments are refused. The Named Fiduciary and
Plan Administrator shall review the written claim and if the
claim is denied, in whole or in part, they shall provide in
writing within sixty (60) days of receipt of such claim the
specific reasons for such denial, reference to the provisions of
this Executive Plan upon which the denial is based and any
additional material or information necessary to perfect the
claim. Such written notice shall further indicate the additional
steps to be taken by claimants if a further review of the claim
denial is desired. A claim shall be deemed denied if the Named
Fiduciary and Plan Administrator fail to take any action within
the aforesaid sixty-day period.
If claimants desire a second review they shall notify the Named
Fiduciary and Plan Administrator in writing within sixty (60)
days of the first claim denial. Claimants may review this
Executive Plan or any documents relating thereto and submit any
written issues and comments it may feel appropriate. In their
sole discretion, the Named Fiduciary and Plan Administrator
shall then review the second claim and provide a written
decision within sixty (60) days of receipt of such claim. This
decision shall likewise state the specific reasons for the
decision and shall include reference to specific provisions of
the Plan Agreement upon which the decision is based.
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If claimants continue to dispute the benefit denial based upon
completed performance of this Executive Plan or the meaning and
effect of the terms and conditions thereof, then claimants may
submit the dispute to an arbitrator for final arbitration. The
arbitrator shall be selected by mutual agreement of the Bank and
the claimants. The arbitrator shall operate under any generally
recognized set of arbitration rules. The parties hereto agree
that they and their heirs, personal representatives, successors
and assigns shall be bound by the decision of such arbitrator
with respect to any controversy properly submitted to it for
determination.
Where a dispute arises as to the Bank's discharge of the
Executive "for cause," such dispute shall likewise be submitted
to arbitration as above described and the parties hereto agree
to be bound by the decision thereunder.
VII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE
LAW, RULES OR REGULATIONS
The Bank is entering into this Agreement upon the assumption that
certain existing tax laws, rules and regulations will continue in effect
in their current form. If any said assumptions should change and said
change has a detrimental effect on this Executive Plan, then the Bank
reserves the right to terminate or modify this Agreement accordingly.
Upon a Change of Control (Subparagraph I [I]), this paragraph shall
become null and void effective immediately upon said Change of Control.
IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the first day
set forth hereinabove, and that upon execution, each has received a conforming
copy.
HOME SAVINGS BANK OF
ALBEMARLE, SSB
Albemarle, NC
By:
- -------------------------------- --------------------------------
Witness Title
- -------------------------------- --------------------------------
Witness R. Ronald Swanner
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BENEFICIARY DESIGNATION FORM
FOR THE EXECUTIVE SUPPLEMENTAL
RETIREMENT PLAN AGREEMENT
I. PRIMARY DESIGNATION
(You may refer to the beneficiary designation information prior
to completion of this form.)
A. PERSON(S) AS A PRIMARY DESIGNATION:
(Please indicate the percentage for each beneficiary.)
Name______________________ Relationship___________________ / _______%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship___________________ / _______%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship___________________ / _______%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship___________________ / _______%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
B. ESTATE AS A PRIMARY DESIGNATION:
My Primary Beneficiary is The Estate of ______________________________
_____ as set forth in the last will and testament dated the _____ day of
_____________, _______ and any codicils thereto.
C. TRUST AS A PRIMARY DESIGNATION:
Name of the Trust: _____________________________________________________
Execution Date of the Trust: _____ / _____ / _________
Name of the Trustee: ___________________________________________________
Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
________________________________________________________________________
________________________________________________________________________
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Is this an Irrevocable Life Insurance Trust? ________ Yes ________ No
(If yes and this designation is for a Split Dollar agreement, an
Assignment of Rights form should be completed.)
II. SECONDARY (CONTINGENT) DESIGNATION
A. PERSON(S) AS A SECONDARY (CONTINGENT) DESIGNATION:
(Please indicate the percentage for each beneficiary.)
Name______________________ Relationship___________________ / _______%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship___________________ / _______%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship___________________ / _______%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship___________________ / _______%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
B. ESTATE AS A SECONDARY (CONTINGENT) DESIGNATION:
My Secondary Beneficiary is The Estate of ____________________________
______ as set forth in my last will and testament dated the _____ day of
_____________, _______ and any codicils thereto.
C. TRUST AS A SECONDARY (CONTINGENT) DESIGNATION:
Name of the Trust: ____________________________________________________
Execution Date of the Trust: _____ / _____ / _________
Name of the Trustee: ___________________________________________________
Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
________________________________________________________________________
________________________________________________________________________
All sums payable under the Executive Supplemental Retirement Plan
Agreement by reason of my death shall be paid to the Primary
Beneficiary(ies), if he or she survives me, and if no Primary
Beneficiary(ies) shall survive me, then to the Secondary (Contingent)
Beneficiary(ies). This beneficiary designation is valid until the
participant notifies the bank in writing.
---------------------------- ----------------------------
R Ronald Swanner Date
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EXHIBIT A-1
The Executive's annual benefit amount shall be One Hundred Twenty Two
Thousand Five Hundred Twenty-Two and 00/100ths Dollars ($122,522.00).