SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-26556
KLAMATH FIRST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-1180440
- --------------------------------------------------- -------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) I.D. Number)
540 Main Street, Klamath Falls, Oregon 97601
- --------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (541) 882-3444
- --------------------------------------------------- -------------------
Securities registered pursuant to
Section 12 (b) of the Act: None
- --------------------------------- -------------------
Securities registered pursuant to
Section 12 (g) of the Act: Common Stock, par value $.01 per share
- --------------------------------- --------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO .
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES X NO
As of July 31, 2003, there were issued 6,980,635 shares of the
Registrant's Common Stock. The Registrant's voting common stock is traded
over-the-counter and is listed on the Nasdaq National Market under the symbol
"KFBI."
KLAMATH FIRST BANCORP, INC.
QUARTERLY REPORT ON FORM 10-Q/A
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
EXPANATORY NOTE
The purpose of this Form 10-Q/A ("Form 10-Q/A") is to amend Part II - Other
Information, Item 6 Exhibits and Reports on Form 8-K Exhibits a) 10(a) through
Exhibits 10(i) of the Quarterly Report on Form 10-Q of Klamath First Bancorp,
Inc. for the quarterly period ended June 30, 2003, to include copies of all the
participants joint beneficiary agreements for bank owned life insurance death
benefits finalized and executed during the quarter.
KLAMATH FIRST BANCORP, INC.
TABLE OF CONTENTS
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signatures
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibits
Exhibit Number Description
- --------------- -----------
Exhibit 10(a).4 Joint Beneficiary Agreement for Kermit K. Houser
Exhibit 10(b).4 Joint Beneficiary Agreement for Marshall J. Alexander
Exhibit 10(c).4 Joint Beneficiary Agreement for Ben A. Gay
Exhibit 10(d).5 Joint Beneficiary Agreement for Frank X. Hernandez
Exhibit 10(e).5 Joint Beneficiary Agreement for Craig M Moore
Exhibit 10(f).5 Joint Beneficiary Agreement for James E. Essany
Exhibit 10(g).5 Joint Beneficiary Agreement for Walter F. Dodrill
Exhibit 10(h).5 Joint Beneficiary Agreement for Nina G. Drake
Exhibit 10(i).5 Joint Beneficiary Agreement for Jeffrey D. Schlenker
Exhibit 31 Section 302 Certification *
Exhibit 32 Section 906 Certification *
Signatures
* Previously filed on August 14, 2003
Exhibit 10(a).4
JOINT BENEFICIARY AGREEMENT
Insurer(s): 1 - Massachusetts Mutual Life Insurance Company
2 - New York Life Insurance Company
3 - Northwestern Mutual Life Insurance Company
4 - Southland Life Insurance Company
Policy Number(s): 1 - 0052952
2 - 56603383
3 - 16354475
4 - 0600098087
Bank: Klamath First Federal Savings and Loan Association
Insured: Kermit K. Houser
Relationship to Bank: Executive
Effective Date: January 1, 2003
The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:
I. DEFINITIONS
Refer to the policy contract for the definition of any terms in this
Agreement that is not defined herein. If the definition of a term in the
policy is inconsistent with the definition of a term in this Agreement,
then the definition of the term as set forth in this Agreement shall
supersede and replace the definition of the term as set forth in the
policy.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Bank and the Insured (or assignee, with the
consent of the Insured) mutually agree to exercise the right to increase
the coverage under the subject Joint Beneficiary Designation policy, then,
in such event, the rights, duties and benefits of the parties to such
increased coverage shall continue to be subject to the terms of this
Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive the Insured's share of the proceeds
payable upon the death of the Insured, and to elect and change a payment
option for such beneficiary, subject to any right or interest the Bank may
have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, the Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary
to keep the policy in force.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank (or
its administrator) will report to the Insured the amount of imputed income
each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraphs VII and IX herein, the division of the death proceeds
of the policy is as follows:
A. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured be employed by the
Bank, retired from the Bank after attaining age sixty-five (65)
without an earlier termination of service from the Bank, or been
subject to a termination pursuant to a Change in Control as defined in
the Insured's Executive Salary Continuation Agreement and Section XVI
below, at the time of Insured's death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to an
amount equal to $1,616,420.00 until age seventy (70), $1,131,494.00
after the attainment of age seventy (70) but before the attainment of
age eighty (80), $484,926.00 after the attainment of age eighty (80),
but in no event shall the benefit exceed one hundred percent (100%) of
the net-at-risk insurance portion of the proceeds. The net-at-risk
insurance portion is the total proceeds less the cash value of the
policy.
B. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured not be employed by the
Bank at the time of his or her death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to the
greater of $293,896.00 or the "Death Benefit: After Termination" as
specified in Schedule "A" of the Executive Salary Continuation
Agreement as of the date the Insured terminated employment with the
Bank. However, should the Insured be not employed by the Bank at the
time of his or her death because of "Termination for Cause" as defined
in Paragraph IX (A) of this Agreement, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to
$25,000.
C. The Bank shall be entitled to the remainder of such proceeds.
D. The Bank and the Insured (or assignees) shall share in any interest
due on the death proceeds on a pro rata basis as the proceeds due each
respectively bears to the total proceeds, excluding any such interest.
E. In the event that either the Policy is terminated or the proceeds of
the Policy are insufficient to provide the benefit specified herein,
other than as a result of any intentional act of the Insured which
results in the termination of the Policy, then the Bank shall pay to
the Insured's beneficiary(ies) an amount which, when combined with the
proceeds of the Policy actually received, will provide a total after
tax death benefit equal to the benefit level specified in
Subparagraphs VI (A) or (B).
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any policy
loans and unpaid interest or cash withdrawals previously incurred by the
Bank and any applicable surrender charges. Such cash value shall be
determined as of the date of surrender or death as the case may be.
VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy's cash value. Such
endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.
IX. TERMINATION FOR CAUSE
"Termination for Cause" shall have the definition provided in the Insured's
Employment Agreement, as amended from time to time, with the Bank. If the
Insured has no Employment Agreement with the Bank, "Termination for Cause"
shall include termination because of the Insured'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. For purposes of this
Section, no act, or the failure to act, on Insured'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 Bank or its affiliates. Notwithstanding the foregoing, Insured shall
not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Insured 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 Insured and an opportunity, together
with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Insured was guilty of conduct justifying termination
for Cause and specifying the reasons thereof.
X. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the occurrence of surrender, lapse, or
other termination of the Policy by the Bank, and subject to the Insured's
benefits provided by VI (E) above and the option as set forth hereinbelow
Upon such termination of this Agreement but prior to the termination of the
policy by the Bank, the Insured (or assignee) shall have a fifteen (15) day
option to receive from the Bank an absolute assignment of the policy in
consideration of a cash payment to the Bank, whereupon this Agreement shall
terminate. Such cash payment referred to hereinabove shall be the greater
of:
i. The Bank's share of the cash value of the policy on the date of such
assignment, as defined in this Agreement; or
ii. The amount of the premiums that have been paid by the Bank prior to
the date of such assignment.
If, within said fifteen (15) day period, the Insured fails to exercise said
option, fails to procure the entire aforestated cash payment, or dies, then
the option shall terminate and the Insured (or assignee) agrees that all of
the Insured's rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.
The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured's option to receive
an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created
under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. ADMINISTRATIVE AND CLAIMS PROVISIONS
The following provisions are part of this Agreement and are intended to
meet the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA"):
A. Named Fiduciary and Plan Administrator.
The "Named Fiduciary and Plan Administrator" of this Joint Beneficiary
Designation Agreement shall be Klamath First Federal Savings and Loan
Association until its resignation or removal by the Board of
Directors. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control, and administration of this
Joint Beneficiary Plan as established herein. The Named Fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and
the delegation of any ministerial duties to qualified individuals.
B. Funding Policy.
Subject to the Bank's absolute right to surrender or terminate the
policy at any time and for any reason, the funding policy for this
Joint Beneficiary Plan shall be to maintain the subject policy in
force by paying, when due, all premiums required.
C. Basis of Payment of Benefits.
Direct payment by the Insurer is the basis of payment of benefits
under this Agreement, with those benefits in turn being based on the
payment of premiums as provided in this Agreement.
D. Claim Procedures.
Claim forms or claim information as to the subject policy can be
obtained by contacting Benmark, Inc. (800-544-6079). When the Named
Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, they should contact the office
named above, and they will either complete a claim form and forward it
to an authorized representative of the Insurer or advise the named
Fiduciary what further requirements are necessary. The Insurer will
evaluate and make a decision as to payment. If the claim is payable, a
benefit check will be issued in accordance with the terms of this
Agreement.
In the event that a claim is not eligible under the policy, the
Insurer will notify the Named Fiduciary of the denial pursuant to the
requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such
claim denial, they should contact the office named above and they will
assist in making an inquiry to the Insurer. All objections to the
Insurer's actions should be in writing and submitted to the office
named above for transmittal to the Insurer.
XIV. GENDER
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
XV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as herein developed upon receiving an executed
copy of this Agreement. Payment or other performance in accordance with the
policy provisions shall fully discharge the Insurer from any and all
liability.
XVI. CHANGE OF CONTROL
For the purpose of this Agreement, a "Change in Control" of the Bank or its
Holding Company, Klamath First Bancorp, Inc. ("KFBI"), shall be deemed to
occur if and when (a) an offeror other than KFBI purchases shares of the
common stock of the KFBI 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 KFBI or the Bank
representing 25% or more of the combined voting power of KFBI's then
outstanding securities, (c) the membership of the board of directors of
KFBI 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 KFBI or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of KFBI's or
the Bank's assets, or a plan of partial or complete liquidation.
XVII. AMENDMENT OR REVOCATION, AND EXCHANGE OF POLICY
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, it is agreed by and between the parties
hereto that, during the lifetime of the Insured, this Agreement may be
amended or revoked at any time or times, in whole or in part, by the mutual
written consent of the Insured and the Bank. The Bank may, however,
unilaterally and without the consent of the Insured, exchange any life
insurance policy(ies) that are the subject matter of this Agreement, with
or without replacing said policy(ies) and, in the event of a same or
similar exchange, the Insured expressly agrees to the same.
XVIII. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall nonetheless be enforceable according to
their terms. Further, in the event that any provision is held to be
overbroad as written such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable
according to law and enforced as amended.
XIX. APPLICABLE LAW
The laws of the State of Oregon shall govern the validity and
interpretation of this Agreement.
XX. EFFECT OF THE LIFE INSURANCE POLICY'S CONTESTABILITY CLAUSES
The parties herein understand and agree that the payment of the benefits
provided herein are subject to the Life Insurance Policy's suicide and
contestability clauses and other such clauses, and if such clauses preclude
the Insurer from paying the full death proceeds, then, in such event, no
death benefits of whatever nature shall be payable to Insured's (or
Insured's Assignee's) beneficiary(s) under this Joint Beneficiary
Designation Agreement.
Executed at Klamath Falls, Oregon this 9th day of May, 2003.
KLAMATH FIRST FEDERAL
SAVINGS AND LOAN ASSOCIATION
Klamath Falls, Oregon
/s/ Nina G. Drake By: /s/ Rodney Murray
Witness Rodney Murray, Board Chairman
/s/ Nina G. Drake By: /s/ Kermit K. Houser
Witness Kermit K. Houser
BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION 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):
___________________________________________________________________________
___________________________________________________________________________
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 Joint Beneficiary 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.
__________________________ Date ____________________________
Kermit K. Houser
Exhibit 10(b).4
JOINT BENEFICIARY AGREEMENT
Insurer(s): 1 - Massachusetts Mutual Life Insurance Company
2 - New York Life Insurance Company
3 - Northwestern Mutual Life Insurance Company
4 - Southland Life Insurance Company
Policy Number(s): 1 - 0052937
2 - 56603368
3 - 16368459
4 - 0600098072
Bank: Klamath First Federal Savings and Loan Association
Insured: Marshall J. Alexander
Relationship to Bank: Executive
Effective Date: January 1, 2003
The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:
I. DEFINITIONS
Refer to the policy contract for the definition of any terms in this
Agreement that is not defined herein. If the definition of a term in the
policy is inconsistent with the definition of a term in this Agreement,
then the definition of the term as set forth in this Agreement shall
supersede and replace the definition of the term as set forth in the
policy.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Bank and the Insured (or assignee, with the
consent of the Insured) mutually agree to exercise the right to increase
the coverage under the subject Joint Beneficiary Designation policy, then,
in such event, the rights, duties and benefits of the parties to such
increased coverage shall continue to be subject to the terms of this
Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive the Insured's share of the proceeds
payable upon the death of the Insured, and to elect and change a payment
option for such beneficiary, subject to any right or interest the Bank may
have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, the Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary
to keep the policy in force.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank (or
its administrator) will report to the Insured the amount of imputed income
each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraphs VII and IX herein, the division of the death proceeds
of the policy is as follows:
A. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured be employed by the
Bank, retired from the Bank after attaining age sixty-two (62) without
an earlier termination of service from the Bank, or been subject to a
termination pursuant to a Change in Control as defined in the
Insured's Executive Salary Continuation Agreement and Section XVI
below, at the time of Insured's death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to an
amount equal to $1,492,090.00 until age seventy (70), $1,044,463.00
after the attainment of age seventy (70) but before the attainment of
age eighty (80), $447,627.00 after the attainment of age eighty (80),
but in no event shall the benefit exceed one hundred percent (100%) of
the net-at-risk insurance portion of the proceeds. The net-at-risk
insurance portion is the total proceeds less the cash value of the
policy.
B. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured not be employed by the
Bank at the time of his or her death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to the
greater of $200,209.00 or the "Death Benefit: After Termination" as
specified in Schedule "A" of the Executive Salary Continuation
Agreement as of the date the Insured terminated employment with the
Bank. However, should the Insured be not employed by the Bank at the
time of his or her death because of "Termination for Cause" as defined
in Paragraph IX (A) of this Agreement, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to
$25,000.
C. The Bank shall be entitled to the remainder of such proceeds.
D. The Bank and the Insured (or assignees) shall share in any interest
due on the death proceeds on a pro rata basis as the proceeds due each
respectively bears to the total proceeds, excluding any such interest.
E. In the event that either the Policy is terminated or the proceeds of
the Policy are insufficient to provide the benefit specified herein,
other than as a result of any intentional act of the Insured which
results in the termination of the Policy, then the Bank shall pay to
the Insured's beneficiary(ies) an amount which, when combined with the
proceeds of the Policy actually received, will provide a total after
tax death benefit equal to the benefit level specified in
Subparagraphs VI (A) or (B).
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any policy
loans and unpaid interest or cash withdrawals previously incurred by the
Bank and any applicable surrender charges. Such cash value shall be
determined as of the date of surrender or death as the case may be.
VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy's cash value. Such
endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.
IX. TERMINATION FOR CAUSE
"Termination for Cause" shall have the definition provided in the Insured's
Employment Agreement, as amended from time to time, with the Bank. If the
Insured has no Employment Agreement with the Bank, "Termination for Cause"
shall include termination because of the Insured'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. For purposes of this
Section, no act, or the failure to act, on Insured'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 Bank or its affiliates. Notwithstanding the foregoing, Insured shall
not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Insured 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 Insured and an opportunity, together
with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Insured was guilty of conduct justifying termination
for Cause and specifying the reasons thereof.
X. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the occurrence of surrender, lapse, or
other termination of the Policy by the Bank, and subject to the Insured's
benefits provided by VI (E) above and the option as set forth hereinbelow
Upon such termination of this Agreement but prior to the termination of the
policy by the Bank, the Insured (or assignee) shall have a fifteen (15) day
option to receive from the Bank an absolute assignment of the policy in
consideration of a cash payment to the Bank, whereupon this Agreement shall
terminate. Such cash payment referred to hereinabove shall be the greater
of:
i. The Bank's share of the cash value of the policy on the date of such
assignment, as defined in this Agreement; or
ii. The amount of the premiums that have been paid by the Bank prior to
the date of such assignment.
If, within said fifteen (15) day period, the Insured fails to exercise said
option, fails to procure the entire aforestated cash payment, or dies, then
the option shall terminate and the Insured (or assignee) agrees that all of
the Insured's rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.
The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured's option to receive
an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created
under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. ADMINISTRATIVE AND CLAIMS PROVISIONS
The following provisions are part of this Agreement and are intended to
meet the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA"):
A. Named Fiduciary and Plan Administrator.
The "Named Fiduciary and Plan Administrator" of this Joint Beneficiary
Designation Agreement shall be Klamath First Federal Savings and Loan
Association until its resignation or removal by the Board of
Directors. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control, and administration of this
Joint Beneficiary Plan as established herein. The Named Fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and
the delegation of any ministerial duties to qualified individuals.
B. Funding Policy.
Subject to the Bank's absolute right to surrender or terminate the
policy at any time and for any reason, the funding policy for this
Joint Beneficiary Plan shall be to maintain the subject policy in
force by paying, when due, all premiums required.
C. Basis of Payment of Benefits.
Direct payment by the Insurer is the basis of payment of benefits
under this Agreement, with those benefits in turn being based on the
payment of premiums as provided in this Agreement.
D. Claim Procedures.
Claim forms or claim information as to the subject policy can be
obtained by contacting Benmark, Inc. (800-544-6079). When the Named
Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, they should contact the office
named above, and they will either complete a claim form and forward it
to an authorized representative of the Insurer or advise the named
Fiduciary what further requirements are necessary. The Insurer will
evaluate and make a decision as to payment. If the claim is payable, a
benefit check will be issued in accordance with the terms of this
Agreement.
In the event that a claim is not eligible under the policy, the
Insurer will notify the Named Fiduciary of the denial pursuant to the
requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such
claim denial, they should contact the office named above and they will
assist in making an inquiry to the Insurer. All objections to the
Insurer's actions should be in writing and submitted to the office
named above for transmittal to the Insurer.
XIV. GENDER
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
XV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as herein developed upon receiving an executed
copy of this Agreement. Payment or other performance in accordance with the
policy provisions shall fully discharge the Insurer from any and all
liability.
XVI. CHANGE OF CONTROL
For the purpose of this Agreement, a "Change in Control" of the Bank or its
Holding Company, Klamath First Bancorp, Inc. ("KFBI"), shall be deemed to
occur if and when (a) an offeror other than KFBI purchases shares of the
common stock of the KFBI 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 KFBI or the Bank
representing 25% or more of the combined voting power of KFBI's then
outstanding securities, (c) the membership of the board of directors of
KFBI 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 KFBI or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of KFBI's or
the Bank's assets, or a plan of partial or complete liquidation.
XVII. AMENDMENT OR REVOCATION, AND EXCHANGE OF POLICY
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, it is agreed by and between the parties
hereto that, during the lifetime of the Insured, this Agreement may be
amended or revoked at any time or times, in whole or in part, by the mutual
written consent of the Insured and the Bank. The Bank may, however,
unilaterally and without the consent of the Insured, exchange any life
insurance policy(ies) that are the subject matter of this Agreement, with
or without replacing said policy(ies) and, in the event of a same or
similar exchange, the Insured expressly agrees to the same.
XVIII. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall nonetheless be enforceable according to
their terms. Further, in the event that any provision is held to be
overbroad as written such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable
according to law and enforced as amended.
XIX. APPLICABLE LAW
The laws of the State of Oregon shall govern the validity and
interpretation of this Agreement.
XX. EFFECT OF THE LIFE INSURANCE POLICY'S CONTESTABILITY CLAUSES
The parties herein understand and agree that the payment of the benefits
provided herein are subject to the Life Insurance Policy's suicide and
contestability clauses and other such clauses, and if such clauses preclude
the Insurer from paying the full death proceeds, then, in such event, no
death benefits of whatever nature shall be payable to Insured's (or
Insured's Assignee's) beneficiary(s) under this Joint Beneficiary
Designation Agreement.
Executed at Klamath Falls, Oregon this 23rd day of May, 2003.
KLAMATH FIRST FEDERAL
SAVINGS AND LOAN ASSOCIATION
Klamath Falls, Oregon
/s/ Nina G. Drake By: /s/ Kermit K. Houser
Witness Kermit K. Houser, President and CEO
/s/ Nina G. Drake By: /s/ Marshall J. Alexander
Witness Marshall J. Alexander
BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION 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):
___________________________________________________________________________
___________________________________________________________________________
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 Joint Beneficiary 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.
__________________________ Date ____________________________
Marshall J. Alexander
Exhibit 10(c).4
JOINT BENEFICIARY AGREEMENT
Insurer(s): 1 - Massachusetts Mutual Life Insurance Company
2 - New York Life Insurance Company
3 - Northwestern Mutual Life Insurance Company
4 - Southland Life Insurance Company
Policy Number(s): 1 - 0052948
2 - 56603379
3 - 16354459
4 - 0600098083
Bank: Klamath First Federal Savings and Loan Association
Insured: Ben A. Gay
Relationship to Bank: Executive
Effective Date: January 1, 2003
The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:
I. DEFINITIONS
Refer to the policy contract for the definition of any terms in this
Agreement that is not defined herein. If the definition of a term in the
policy is inconsistent with the definition of a term in this Agreement,
then the definition of the term as set forth in this Agreement shall
supersede and replace the definition of the term as set forth in the
policy.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Bank and the Insured (or assignee, with the
consent of the Insured) mutually agree to exercise the right to increase
the coverage under the subject Joint Beneficiary Designation policy, then,
in such event, the rights, duties and benefits of the parties to such
increased coverage shall continue to be subject to the terms of this
Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive the Insured's share of the proceeds
payable upon the death of the Insured, and to elect and change a payment
option for such beneficiary, subject to any right or interest the Bank may
have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, the Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary
to keep the policy in force.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank (or
its administrator) will report to the Insured the amount of imputed income
each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraphs VII and IX herein, the division of the death proceeds
of the policy is as follows:
A. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured be employed by the
Bank, retired from the Bank after attaining age sixty-two (62) without
an earlier termination of service from the Bank, or been subject to a
termination pursuant to a Change in Control as defined in the
Insured's Executive Salary Continuation Agreement and Section XVI
below, at the time of Insured's death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to an
amount equal to $1,044,460.00 until age seventy (70), $731,122.00
after the attainment of age seventy (70) but before the attainment of
age eighty (80), $313,338.00 after the attainment of age eighty (80),
but in no event shall the benefit exceed one hundred percent (100%) of
the net-at-risk insurance portion of the proceeds. The net-at-risk
insurance portion is the total proceeds less the cash value of the
policy.
B. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured not be employed by the
Bank at the time of his or her death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to the
greater of $174,077.00 or the "Death Benefit: After Termination" as
specified in Schedule "A" of the Executive Salary Continuation
Agreement as of the date the Insured terminated employment with the
Bank. However, should the Insured be not employed by the Bank at the
time of his or her death because of "Termination for Cause" as defined
in Paragraph IX (A) of this Agreement, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to
$25,000.
C. The Bank shall be entitled to the remainder of such proceeds.
D. The Bank and the Insured (or assignees) shall share in any interest
due on the death proceeds on a pro rata basis as the proceeds due each
respectively bears to the total proceeds, excluding any such interest.
E. In the event that either the Policy is terminated or the proceeds of
the Policy are insufficient to provide the benefit specified herein,
other than as a result of any intentional act of the Insured which
results in the termination of the Policy, then the Bank shall pay to
the Insured's beneficiary(ies) an amount which, when combined with the
proceeds of the Policy actually received, will provide a total after
tax death benefit equal to the benefit level specified in
Subparagraphs VI (A) or (B).
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any policy
loans and unpaid interest or cash withdrawals previously incurred by the
Bank and any applicable surrender charges. Such cash value shall be
determined as of the date of surrender or death as the case may be.
VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy's cash value. Such
endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.
IX. TERMINATION FOR CAUSE
"Termination for Cause" shall have the definition provided in the Insured's
Employment Agreement, as amended from time to time, with the Bank. If the
Insured has no Employment Agreement with the Bank, "Termination for Cause"
shall include termination because of the Insured'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. For purposes of this
Section, no act, or the failure to act, on Insured'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 Bank or its affiliates. Notwithstanding the foregoing, Insured shall
not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Insured 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 Insured and an opportunity, together
with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Insured was guilty of conduct justifying termination
for Cause and specifying the reasons thereof.
X. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the occurrence of surrender, lapse, or
other termination of the Policy by the Bank, and subject to the Insured's
benefits provided by VI (E) above and the option as set forth hereinbelow
Upon such termination of this Agreement but prior to the termination of the
policy by the Bank, the Insured (or assignee) shall have a fifteen (15) day
option to receive from the Bank an absolute assignment of the policy in
consideration of a cash payment to the Bank, whereupon this Agreement shall
terminate. Such cash payment referred to hereinabove shall be the greater
of:
i. The Bank's share of the cash value of the policy on the date of such
assignment, as defined in this Agreement; or
ii. The amount of the premiums that have been paid by the Bank prior to
the date of such assignment.
If, within said fifteen (15) day period, the Insured fails to exercise said
option, fails to procure the entire aforestated cash payment, or dies, then
the option shall terminate and the Insured (or assignee) agrees that all of
the Insured's rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.
The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured's option to receive
an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created
under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. ADMINISTRATIVE AND CLAIMS PROVISIONS
The following provisions are part of this Agreement and are intended to
meet the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA"):
A. Named Fiduciary and Plan Administrator.
The "Named Fiduciary and Plan Administrator" of this Joint Beneficiary
Designation Agreement shall be Klamath First Federal Savings and Loan
Association until its resignation or removal by the Board of
Directors. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control, and administration of this
Joint Beneficiary Plan as established herein. The Named Fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and
the delegation of any ministerial duties to qualified individuals.
B. Funding Policy.
Subject to the Bank's absolute right to surrender or terminate the
policy at any time and for any reason, the funding policy for this
Joint Beneficiary Plan shall be to maintain the subject policy in
force by paying, when due, all premiums required.
C. Basis of Payment of Benefits.
Direct payment by the Insurer is the basis of payment of benefits
under this Agreement, with those benefits in turn being based on the
payment of premiums as provided in this Agreement.
D. Claim Procedures.
Claim forms or claim information as to the subject policy can be
obtained by contacting Benmark, Inc. (800-544-6079). When the Named
Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, they should contact the office
named above, and they will either complete a claim form and forward it
to an authorized representative of the Insurer or advise the named
Fiduciary what further requirements are necessary. The Insurer will
evaluate and make a decision as to payment. If the claim is payable, a
benefit check will be issued in accordance with the terms of this
Agreement.
In the event that a claim is not eligible under the policy, the
Insurer will notify the Named Fiduciary of the denial pursuant to the
requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such
claim denial, they should contact the office named above and they will
assist in making an inquiry to the Insurer. All objections to the
Insurer's actions should be in writing and submitted to the office
named above for transmittal to the Insurer.
XIV. GENDER
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
XV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as herein developed upon receiving an executed
copy of this Agreement. Payment or other performance in accordance with the
policy provisions shall fully discharge the Insurer from any and all
liability.
XVI. CHANGE OF CONTROL
For the purpose of this Agreement, a "Change in Control" of the Bank or its
Holding Company, Klamath First Bancorp, Inc. ("KFBI"), shall be deemed to
occur if and when (a) an offeror other than KFBI purchases shares of the
common stock of the KFBI 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 KFBI or the Bank
representing 25% or more of the combined voting power of KFBI's then
outstanding securities, (c) the membership of the board of directors of
KFBI 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 KFBI or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of KFBI's or
the Bank's assets, or a plan of partial or complete liquidation.
XVII. AMENDMENT OR REVOCATION, AND EXCHANGE OF POLICY
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, it is agreed by and between the parties
hereto that, during the lifetime of the Insured, this Agreement may be
amended or revoked at any time or times, in whole or in part, by the mutual
written consent of the Insured and the Bank. The Bank may, however,
unilaterally and without the consent of the Insured, exchange any life
insurance policy(ies) that are the subject matter of this Agreement, with
or without replacing said policy(ies) and, in the event of a same or
similar exchange, the Insured expressly agrees to the same.
XVIII. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall nonetheless be enforceable according to
their terms. Further, in the event that any provision is held to be
overbroad as written such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable
according to law and enforced as amended.
XIX. APPLICABLE LAW
The laws of the State of Oregon shall govern the validity and
interpretation of this Agreement.
XX. EFFECT OF THE LIFE INSURANCE POLICY'S CONTESTABILITY CLAUSES
The parties herein understand and agree that the payment of the benefits
provided herein are subject to the Life Insurance Policy's suicide and
contestability clauses and other such clauses, and if such clauses preclude
the Insurer from paying the full death proceeds, then, in such event, no
death benefits of whatever nature shall be payable to Insured's (or
Insured's Assignee's) beneficiary(s) under this Joint Beneficiary
Designation Agreement.
Executed at Klamath Falls, Oregon this 16th day of May, 2003.
KLAMATH FIRST FEDERAL
SAVINGS AND LOAN ASSOCIATION
Klamath Falls, Oregon
/s/ Nina G. Drake By: /s/ Kermit K. Houser
Witness Kermit K. Houser, President and CEO
/s/ Nina G. Drake By: /s/ Ben A. Gay
Witness Ben A. Gay
BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION 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):
___________________________________________________________________________
___________________________________________________________________________
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 Joint Beneficiary 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.
__________________________ Date ____________________________
Ben A. Gay
Exhibit 10(d).5
JOINT BENEFICIARY AGREEMENT
Insurer(s): 1 - Massachusetts Mutual Life Insurance Company
2 - New York Life Insurance Company
3 - Northwestern Mutual Life Insurance Company
4 - Southland Life Insurance Company
Policy Number(s): 1 - 0052951
2 - 56603382
3 - 16354464
4 - 0600098086
Bank: Klamath First Federal Savings and Loan Association
Insured: Frank X. Hernandez
Relationship to Bank: Executive
Effective Date: January 1, 2003
The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:
I. DEFINITIONS
Refer to the policy contract for the definition of any terms in this
Agreement that is not defined herein. If the definition of a term in the
policy is inconsistent with the definition of a term in this Agreement,
then the definition of the term as set forth in this Agreement shall
supersede and replace the definition of the term as set forth in the
policy.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Bank and the Insured (or assignee, with the
consent of the Insured) mutually agree to exercise the right to increase
the coverage under the subject Joint Beneficiary Designation policy, then,
in such event, the rights, duties and benefits of the parties to such
increased coverage shall continue to be subject to the terms of this
Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive the Insured's share of the proceeds
payable upon the death of the Insured, and to elect and change a payment
option for such beneficiary, subject to any right or interest the Bank may
have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, the Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary
to keep the policy in force.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank (or
its administrator) will report to the Insured the amount of imputed income
each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraphs VII and IX herein, the division of the death proceeds
of the policy is as follows:
A. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured be employed by the
Bank, retired from the Bank after attaining age sixty-two (62) without
an earlier termination of service from the Bank, or been subject to a
termination pursuant to a Change in Control as defined in the
Insured's Executive Salary Continuation Agreement and Section XVI
below, at the time of Insured's death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to an
amount equal to $1,064,980.00 until age seventy (70), $745,486.00
after the attainment of age seventy (70) but before the attainment of
age eighty (80), $319,494.00 after the attainment of age eighty (80),
but in no event shall the benefit exceed one hundred percent (100%) of
the net-at-risk insurance portion of the proceeds. The net-at-risk
insurance portion is the total proceeds less the cash value of the
policy.
B. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured not be employed by the
Bank at the time of his or her death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to the
greater of $100,000.00 or the "Death Benefit: After Termination" as
specified in Schedule "A" of the Executive Salary Continuation
Agreement as of the date the Insured terminated employment with the
Bank. However, should the Insured be not employed by the Bank at the
time of his or her death because of "Termination for Cause" as defined
in Paragraph IX (A) of this Agreement, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to
$25,000.
C. The Bank shall be entitled to the remainder of such proceeds.
D. The Bank and the Insured (or assignees) shall share in any interest
due on the death proceeds on a pro rata basis as the proceeds due each
respectively bears to the total proceeds, excluding any such interest.
E. In the event that either the Policy is terminated or the proceeds of
the Policy are insufficient to provide the benefit specified herein,
other than as a result of any intentional act of the Insured which
results in the termination of the Policy, then the Bank shall pay to
the Insured's beneficiary(ies) an amount which, when combined with the
proceeds of the Policy actually received, will provide a total after
tax death benefit equal to the benefit level specified in
Subparagraphs VI (A) or (B).
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any policy
loans and unpaid interest or cash withdrawals previously incurred by the
Bank and any applicable surrender charges. Such cash value shall be
determined as of the date of surrender or death as the case may be.
VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy's cash value. Such
endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.
IX. TERMINATION FOR CAUSE
"Termination for Cause" shall have the definition provided in the Insured's
Employment Agreement, as amended from time to time, with the Bank. If the
Insured has no Employment Agreement with the Bank, "Termination for Cause"
shall include termination because of the Insured'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. For purposes of this
Section, no act, or the failure to act, on Insured'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 Bank or its affiliates. Notwithstanding the foregoing, Insured shall
not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Insured 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 Insured and an opportunity, together
with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Insured was guilty of conduct justifying termination
for Cause and specifying the reasons thereof.
X. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the occurrence of surrender, lapse, or
other termination of the Policy by the Bank, and subject to the Insured's
benefits provided by VI (E) above and the option as set forth hereinbelow
Upon such termination of this Agreement but prior to the termination of the
policy by the Bank, the Insured (or assignee) shall have a fifteen (15) day
option to receive from the Bank an absolute assignment of the policy in
consideration of a cash payment to the Bank, whereupon this Agreement shall
terminate. Such cash payment referred to hereinabove shall be the greater
of:
i. The Bank's share of the cash value of the policy on the date of such
assignment, as defined in this Agreement; or
ii. The amount of the premiums that have been paid by the Bank prior to
the date of such assignment.
If, within said fifteen (15) day period, the Insured fails to exercise said
option, fails to procure the entire aforestated cash payment, or dies, then
the option shall terminate and the Insured (or assignee) agrees that all of
the Insured's rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.
The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured's option to receive
an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created
under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. ADMINISTRATIVE AND CLAIMS PROVISIONS
The following provisions are part of this Agreement and are intended to
meet the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA"):
A. Named Fiduciary and Plan Administrator.
The "Named Fiduciary and Plan Administrator" of this Joint Beneficiary
Designation Agreement shall be Klamath First Federal Savings and Loan
Association until its resignation or removal by the Board of
Directors. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control, and administration of this
Joint Beneficiary Plan as established herein. The Named Fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and
the delegation of any ministerial duties to qualified individuals.
B. Funding Policy.
Subject to the Bank's absolute right to surrender or terminate the
policy at any time and for any reason, the funding policy for this
Joint Beneficiary Plan shall be to maintain the subject policy in
force by paying, when due, all premiums required.
C. Basis of Payment of Benefits.
Direct payment by the Insurer is the basis of payment of benefits
under this Agreement, with those benefits in turn being based on the
payment of premiums as provided in this Agreement.
D. Claim Procedures.
Claim forms or claim information as to the subject policy can be
obtained by contacting Benmark, Inc. (800-544-6079). When the Named
Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, they should contact the office
named above, and they will either complete a claim form and forward it
to an authorized representative of the Insurer or advise the named
Fiduciary what further requirements are necessary. The Insurer will
evaluate and make a decision as to payment. If the claim is payable, a
benefit check will be issued in accordance with the terms of this
Agreement.
In the event that a claim is not eligible under the policy, the
Insurer will notify the Named Fiduciary of the denial pursuant to the
requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such
claim denial, they should contact the office named above and they will
assist in making an inquiry to the Insurer. All objections to the
Insurer's actions should be in writing and submitted to the office
named above for transmittal to the Insurer.
XIV. GENDER
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
XV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as herein developed upon receiving an executed
copy of this Agreement. Payment or other performance in accordance with the
policy provisions shall fully discharge the Insurer from any and all
liability.
XVI. CHANGE OF CONTROL
For the purpose of this Agreement, a "Change in Control" of the Bank or its
Holding Company, Klamath First Bancorp, Inc. ("KFBI"), shall be deemed to
occur if and when (a) an offeror other than KFBI purchases shares of the
common stock of the KFBI 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 KFBI or the Bank
representing 25% or more of the combined voting power of KFBI's then
outstanding securities, (c) the membership of the board of directors of
KFBI 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 KFBI or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of KFBI's or
the Bank's assets, or a plan of partial or complete liquidation.
XVII. AMENDMENT OR REVOCATION, AND EXCHANGE OF POLICY
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, it is agreed by and between the parties
hereto that, during the lifetime of the Insured, this Agreement may be
amended or revoked at any time or times, in whole or in part, by the mutual
written consent of the Insured and the Bank. The Bank may, however,
unilaterally and without the consent of the Insured, exchange any life
insurance policy(ies) that are the subject matter of this Agreement, with
or without replacing said policy(ies) and, in the event of a same or
similar exchange, the Insured expressly agrees to the same.
XVIII. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall nonetheless be enforceable according to
their terms. Further, in the event that any provision is held to be
overbroad as written such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable
according to law and enforced as amended.
XIX. APPLICABLE LAW
The laws of the State of Oregon shall govern the validity and
interpretation of this Agreement.
XX. EFFECT OF THE LIFE INSURANCE POLICY'S CONTESTABILITY CLAUSES
The parties herein understand and agree that the payment of the benefits
provided herein are subject to the Life Insurance Policy's suicide and
contestability clauses and other such clauses, and if such clauses preclude
the Insurer from paying the full death proceeds, then, in such event, no
death benefits of whatever nature shall be payable to Insured's (or
Insured's Assignee's) beneficiary(s) under this Joint Beneficiary
Designation Agreement.
Executed at Klamath Falls, Oregon this 19th day of May, 2003.
KLAMATH FIRST FEDERAL
SAVINGS AND LOAN ASSOCIATION
Klamath Falls, Oregon
/s/ Nina G. Drake By: /s/ Kermit K. Houser
Witness Kermit K. Houser, President and CEO
/s/ Nina G. Drake By: /s/ Frank X. Hernandez
Witness Frank X. Hernandez
BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION 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):
___________________________________________________________________________
___________________________________________________________________________
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 Joint Beneficiary 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.
__________________________ Date ____________________________
Frank X. Hernandez
Exhibit 10(e).5
JOINT BENEFICIARY AGREEMENT
Insurer(s): 1 - Massachusetts Mutual Life Insurance Company
2 - New York Life Insurance Company
3 - Northwestern Mutual Life Insurance Company
4 - Southland Life Insurance Company
Policy Number(s): 1 - 0052953
2 - 56603384
3 - 16355908
4 - 0600098088
Bank: Klamath First Federal Savings and Loan Association
Insured: Craig M. Moore
Relationship to Bank: Executive
Effective Date: January 1, 2003
The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:
I. DEFINITIONS
Refer to the policy contract for the definition of any terms in this
Agreement that is not defined herein. If the definition of a term in the
policy is inconsistent with the definition of a term in this Agreement,
then the definition of the term as set forth in this Agreement shall
supersede and replace the definition of the term as set forth in the
policy.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Bank and the Insured (or assignee, with the
consent of the Insured) mutually agree to exercise the right to increase
the coverage under the subject Joint Beneficiary Designation policy, then,
in such event, the rights, duties and benefits of the parties to such
increased coverage shall continue to be subject to the terms of this
Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive the Insured's share of the proceeds
payable upon the death of the Insured, and to elect and change a payment
option for such beneficiary, subject to any right or interest the Bank may
have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, the Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary
to keep the policy in force.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank (or
its administrator) will report to the Insured the amount of imputed income
each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraphs VII and IX herein, the division of the death proceeds
of the policy is as follows:
A. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured be employed by the
Bank, retired from the Bank after attaining age sixty-two (62) without
an earlier termination of service from the Bank, or been subject to a
termination pursuant to a Change in Control as defined in the
Insured's Executive Salary Continuation Agreement and Section XVI
below, at the time of Insured's death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to an
amount equal to $1,329,820.00 until age seventy (70), $930,874.00
after the attainment of age seventy (70) but before the attainment of
age eighty (80), $398,946.00 after the attainment of age eighty (80),
but in no event shall the benefit exceed one hundred percent (100%) of
the net-at-risk insurance portion of the proceeds. The net-at-risk
insurance portion is the total proceeds less the cash value of the
policy.
B. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured not be employed by the
Bank at the time of his or her death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to the
greater of $100,000.00 or the "Death Benefit: After Termination" as
specified in Schedule "A" of the Executive Salary Continuation
Agreement as of the date the Insured terminated employment with the
Bank. However, should the Insured be not employed by the Bank at the
time of his or her death because of "Termination for Cause" as defined
in Paragraph IX (A) of this Agreement, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to
$25,000.
C. The Bank shall be entitled to the remainder of such proceeds.
D. The Bank and the Insured (or assignees) shall share in any interest
due on the death proceeds on a pro rata basis as the proceeds due each
respectively bears to the total proceeds, excluding any such interest.
E. In the event that either the Policy is terminated or the proceeds of
the Policy are insufficient to provide the benefit specified herein,
other than as a result of any intentional act of the Insured which
results in the termination of the Policy, then the Bank shall pay to
the Insured's beneficiary(ies) an amount which, when combined with the
proceeds of the Policy actually received, will provide a total after
tax death benefit equal to the benefit level specified in
Subparagraphs VI (A) or (B).
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any policy
loans and unpaid interest or cash withdrawals previously incurred by the
Bank and any applicable surrender charges. Such cash value shall be
determined as of the date of surrender or death as the case may be.
VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy's cash value. Such
endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.
IX. TERMINATION FOR CAUSE
"Termination for Cause" shall have the definition provided in the Insured's
Employment Agreement, as amended from time to time, with the Bank. If the
Insured has no Employment Agreement with the Bank, "Termination for Cause"
shall include termination because of the Insured'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. For purposes of this
Section, no act, or the failure to act, on Insured'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 Bank or its affiliates. Notwithstanding the foregoing, Insured shall
not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Insured 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 Insured and an opportunity, together
with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Insured was guilty of conduct justifying termination
for Cause and specifying the reasons thereof.
X. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the occurrence of surrender, lapse, or
other termination of the Policy by the Bank, and subject to the Insured's
benefits provided by VI (E) above and the option as set forth hereinbelow
Upon such termination of this Agreement but prior to the termination of the
policy by the Bank, the Insured (or assignee) shall have a fifteen (15) day
option to receive from the Bank an absolute assignment of the policy in
consideration of a cash payment to the Bank, whereupon this Agreement shall
terminate. Such cash payment referred to hereinabove shall be the greater
of:
i. The Bank's share of the cash value of the policy on the date of such
assignment, as defined in this Agreement; or
ii. The amount of the premiums that have been paid by the Bank prior to
the date of such assignment.
If, within said fifteen (15) day period, the Insured fails to exercise said
option, fails to procure the entire aforestated cash payment, or dies, then
the option shall terminate and the Insured (or assignee) agrees that all of
the Insured's rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.
The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured's option to receive
an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created
under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. ADMINISTRATIVE AND CLAIMS PROVISIONS
The following provisions are part of this Agreement and are intended to
meet the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA"):
A. Named Fiduciary and Plan Administrator.
The "Named Fiduciary and Plan Administrator" of this Joint Beneficiary
Designation Agreement shall be Klamath First Federal Savings and Loan
Association until its resignation or removal by the Board of
Directors. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control, and administration of this
Joint Beneficiary Plan as established herein. The Named Fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and
the delegation of any ministerial duties to qualified individuals.
B. Funding Policy.
Subject to the Bank's absolute right to surrender or terminate the
policy at any time and for any reason, the funding policy for this
Joint Beneficiary Plan shall be to maintain the subject policy in
force by paying, when due, all premiums required.
C. Basis of Payment of Benefits.
Direct payment by the Insurer is the basis of payment of benefits
under this Agreement, with those benefits in turn being based on the
payment of premiums as provided in this Agreement.
D. Claim Procedures.
Claim forms or claim information as to the subject policy can be
obtained by contacting Benmark, Inc. (800-544-6079). When the Named
Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, they should contact the office
named above, and they will either complete a claim form and forward it
to an authorized representative of the Insurer or advise the named
Fiduciary what further requirements are necessary. The Insurer will
evaluate and make a decision as to payment. If the claim is payable, a
benefit check will be issued in accordance with the terms of this
Agreement.
In the event that a claim is not eligible under the policy, the
Insurer will notify the Named Fiduciary of the denial pursuant to the
requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such
claim denial, they should contact the office named above and they will
assist in making an inquiry to the Insurer. All objections to the
Insurer's actions should be in writing and submitted to the office
named above for transmittal to the Insurer.
XIV. GENDER
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
XV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as herein developed upon receiving an executed
copy of this Agreement. Payment or other performance in accordance with the
policy provisions shall fully discharge the Insurer from any and all
liability.
XVI. CHANGE OF CONTROL
For the purpose of this Agreement, a "Change in Control" of the Bank or its
Holding Company, Klamath First Bancorp, Inc. ("KFBI"), shall be deemed to
occur if and when (a) an offeror other than KFBI purchases shares of the
common stock of the KFBI 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 KFBI or the Bank
representing 25% or more of the combined voting power of KFBI's then
outstanding securities, (c) the membership of the board of directors of
KFBI 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 KFBI or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of KFBI's or
the Bank's assets, or a plan of partial or complete liquidation.
XVII. AMENDMENT OR REVOCATION, AND EXCHANGE OF POLICY
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, it is agreed by and between the parties
hereto that, during the lifetime of the Insured, this Agreement may be
amended or revoked at any time or times, in whole or in part, by the mutual
written consent of the Insured and the Bank. The Bank may, however,
unilaterally and without the consent of the Insured, exchange any life
insurance policy(ies) that are the subject matter of this Agreement, with
or without replacing said policy(ies) and, in the event of a same or
similar exchange, the Insured expressly agrees to the same.
XVIII. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall nonetheless be enforceable according to
their terms. Further, in the event that any provision is held to be
overbroad as written such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable
according to law and enforced as amended.
XIX. APPLICABLE LAW
The laws of the State of Oregon shall govern the validity and
interpretation of this Agreement.
XX. EFFECT OF THE LIFE INSURANCE POLICY'S CONTESTABILITY CLAUSES
The parties herein understand and agree that the payment of the benefits
provided herein are subject to the Life Insurance Policy's suicide and
contestability clauses and other such clauses, and if such clauses preclude
the Insurer from paying the full death proceeds, then, in such event, no
death benefits of whatever nature shall be payable to Insured's (or
Insured's Assignee's) beneficiary(s) under this Joint Beneficiary
Designation Agreement.
Executed at Klamath Falls, Oregon this 14th day of May, 2003.
KLAMATH FIRST FEDERAL
SAVINGS AND LOAN ASSOCIATION
Klamath Falls, Oregon
/s/ Nina G. Drake By: /s/ Kermit K. Houser
Witness Kermit K. Houser, President and CEO
/s/ Kathryn Rutledge By: /s/ Craig M. Moore
Witness Craig M. Moore
BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION 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):
___________________________________________________________________________
___________________________________________________________________________
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 Joint Beneficiary 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.
__________________________ Date ____________________________
Craig M. Moore
Exhibit 10(f).5
JOINT BENEFICIARY AGREEMENT
Insurer(s): 1 - Massachusetts Mutual Life Insurance Company
2 - New York Life Insurance Company
3 - Northwestern Mutual Life Insurance Company
4 - Southland Life Insurance Company
Policy Number(s): 1 - 0052946
2 - 56603377
3 - 16365674
4 - 0600098081
Bank: Klamath First Federal Savings and Loan Association
Insured: James E. Essany
Relationship to Bank: Executive
Effective Date: January 1, 2003
The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:
I. DEFINITIONS
Refer to the policy contract for the definition of any terms in this
Agreement that is not defined herein. If the definition of a term in the
policy is inconsistent with the definition of a term in this Agreement,
then the definition of the term as set forth in this Agreement shall
supersede and replace the definition of the term as set forth in the
policy.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Bank and the Insured (or assignee, with the
consent of the Insured) mutually agree to exercise the right to increase
the coverage under the subject Joint Beneficiary Designation policy, then,
in such event, the rights, duties and benefits of the parties to such
increased coverage shall continue to be subject to the terms of this
Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive the Insured's share of the proceeds
payable upon the death of the Insured, and to elect and change a payment
option for such beneficiary, subject to any right or interest the Bank may
have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, the Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary
to keep the policy in force.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank (or
its administrator) will report to the Insured the amount of imputed income
each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraphs VII and IX herein, the division of the death proceeds
of the policy is as follows:
A. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured be employed by the
Bank, retired from the Bank after attaining age sixty-two (62) without
an earlier termination of service from the Bank, or been subject to a
termination pursuant to a Change in Control as defined in the
Insured's Executive Salary Continuation Agreement and Section XVI
below, at the time of Insured's death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to an
amount equal to $957,420.00 until age seventy (70), $670,194.00 after
the attainment of age seventy (70) but before the attainment of age
eighty (80), $287,226.00 after the attainment of age eighty (80), but
in no event shall the benefit exceed one hundred percent (100%) of the
net-at-risk insurance portion of the proceeds. The net-at-risk
insurance portion is the total proceeds less the cash value of the
policy.
B. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured not be employed by the
Bank at the time of his or her death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to the
greater of $100,000.00 or the "Death Benefit: After Termination" as
specified in Schedule "A" of the Executive Salary Continuation
Agreement as of the date the Insured terminated employment with the
Bank. However, should the Insured be not employed by the Bank at the
time of his or her death because of "Termination for Cause" as defined
in Paragraph IX (A) of this Agreement, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to
$25,000.
C. The Bank shall be entitled to the remainder of such proceeds.
D. The Bank and the Insured (or assignees) shall share in any interest
due on the death proceeds on a pro rata basis as the proceeds due each
respectively bears to the total proceeds, excluding any such interest.
E. In the event that either the Policy is terminated or the proceeds of
the Policy are insufficient to provide the benefit specified herein,
other than as a result of any intentional act of the Insured which
results in the termination of the Policy, then the Bank shall pay to
the Insured's beneficiary(ies) an amount which, when combined with the
proceeds of the Policy actually received, will provide a total after
tax death benefit equal to the benefit level specified in
Subparagraphs VI (A) or (B).
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any policy
loans and unpaid interest or cash withdrawals previously incurred by the
Bank and any applicable surrender charges. Such cash value shall be
determined as of the date of surrender or death as the case may be.
VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy's cash value. Such
endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.
IX. TERMINATION FOR CAUSE
"Termination for Cause" shall have the definition provided in the Insured's
Employment Agreement, as amended from time to time, with the Bank. If the
Insured has no Employment Agreement with the Bank, "Termination for Cause"
shall include termination because of the Insured'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. For purposes of this
Section, no act, or the failure to act, on Insured'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 Bank or its affiliates. Notwithstanding the foregoing, Insured shall
not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Insured 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 Insured and an opportunity, together
with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Insured was guilty of conduct justifying termination
for Cause and specifying the reasons thereof.
X. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the occurrence of surrender, lapse, or
other termination of the Policy by the Bank, and subject to the Insured's
benefits provided by VI (E) above and the option as set forth hereinbelow
Upon such termination of this Agreement but prior to the termination of the
policy by the Bank, the Insured (or assignee) shall have a fifteen (15) day
option to receive from the Bank an absolute assignment of the policy in
consideration of a cash payment to the Bank, whereupon this Agreement shall
terminate. Such cash payment referred to hereinabove shall be the greater
of:
i. The Bank's share of the cash value of the policy on the date of such
assignment, as defined in this Agreement; or
ii. The amount of the premiums that have been paid by the Bank prior to
the date of such assignment.
If, within said fifteen (15) day period, the Insured fails to exercise said
option, fails to procure the entire aforestated cash payment, or dies, then
the option shall terminate and the Insured (or assignee) agrees that all of
the Insured's rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.
The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured's option to receive
an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created
under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. ADMINISTRATIVE AND CLAIMS PROVISIONS
The following provisions are part of this Agreement and are intended to
meet the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA"):
A. Named Fiduciary and Plan Administrator.
The "Named Fiduciary and Plan Administrator" of this Joint Beneficiary
Designation Agreement shall be Klamath First Federal Savings and Loan
Association until its resignation or removal by the Board of
Directors. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control, and administration of this
Joint Beneficiary Plan as established herein. The Named Fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and
the delegation of any ministerial duties to qualified individuals.
B. Funding Policy.
Subject to the Bank's absolute right to surrender or terminate the
policy at any time and for any reason, the funding policy for this
Joint Beneficiary Plan shall be to maintain the subject policy in
force by paying, when due, all premiums required.
C. Basis of Payment of Benefits.
Direct payment by the Insurer is the basis of payment of benefits
under this Agreement, with those benefits in turn being based on the
payment of premiums as provided in this Agreement.
D. Claim Procedures.
Claim forms or claim information as to the subject policy can be
obtained by contacting Benmark, Inc. (800-544-6079). When the Named
Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, they should contact the office
named above, and they will either complete a claim form and forward it
to an authorized representative of the Insurer or advise the named
Fiduciary what further requirements are necessary. The Insurer will
evaluate and make a decision as to payment. If the claim is payable, a
benefit check will be issued in accordance with the terms of this
Agreement.
In the event that a claim is not eligible under the policy, the
Insurer will notify the Named Fiduciary of the denial pursuant to the
requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such
claim denial, they should contact the office named above and they will
assist in making an inquiry to the Insurer. All objections to the
Insurer's actions should be in writing and submitted to the office
named above for transmittal to the Insurer.
XIV. GENDER
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
XV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as herein developed upon receiving an executed
copy of this Agreement. Payment or other performance in accordance with the
policy provisions shall fully discharge the Insurer from any and all
liability.
XVI. CHANGE OF CONTROL
For the purpose of this Agreement, a "Change in Control" of the Bank or its
Holding Company, Klamath First Bancorp, Inc. ("KFBI"), shall be deemed to
occur if and when (a) an offeror other than KFBI purchases shares of the
common stock of the KFBI 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 KFBI or the Bank
representing 25% or more of the combined voting power of KFBI's then
outstanding securities, (c) the membership of the board of directors of
KFBI 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 KFBI or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of KFBI's or
the Bank's assets, or a plan of partial or complete liquidation.
XVII. AMENDMENT OR REVOCATION, AND EXCHANGE OF POLICY
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, it is agreed by and between the parties
hereto that, during the lifetime of the Insured, this Agreement may be
amended or revoked at any time or times, in whole or in part, by the mutual
written consent of the Insured and the Bank. The Bank may, however,
unilaterally and without the consent of the Insured, exchange any life
insurance policy(ies) that are the subject matter of this Agreement, with
or without replacing said policy(ies) and, in the event of a same or
similar exchange, the Insured expressly agrees to the same.
XVIII. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall nonetheless be enforceable according to
their terms. Further, in the event that any provision is held to be
overbroad as written such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable
according to law and enforced as amended.
XIX. APPLICABLE LAW
The laws of the State of Oregon shall govern the validity and
interpretation of this Agreement.
XX. EFFECT OF THE LIFE INSURANCE POLICY'S CONTESTABILITY CLAUSES
The parties herein understand and agree that the payment of the benefits
provided herein are subject to the Life Insurance Policy's suicide and
contestability clauses and other such clauses, and if such clauses preclude
the Insurer from paying the full death proceeds, then, in such event, no
death benefits of whatever nature shall be payable to Insured's (or
Insured's Assignee's) beneficiary(s) under this Joint Beneficiary
Designation Agreement.
Executed at Klamath Falls, Oregon this 13th day of May, 2003.
KLAMATH FIRST FEDERAL
SAVINGS AND LOAN ASSOCIATION
Klamath Falls, Oregon
/s/ Nina G. Drake By: /s/ Kermit K. Houser
Witness Kermit K. Houser, President and CEO
/s/ Kathryn Rutledge By: /s/ James E. Essany
Witness James E. Essany
BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION 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):
___________________________________________________________________________
___________________________________________________________________________
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 Joint Beneficiary 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.
__________________________ Date ____________________________
James E. Essany
Exhibit 10(g).5
JOINT BENEFICIARY AGREEMENT
Insurer(s): 1 - Massachusetts Mutual Life Insurance Company
2 - New York Life Insurance Company
3 - Northwestern Mutual Life Insurance Company
4 - Southland Life Insurance Company
Policy Number(s): 1 - 0052944
2 - 56603375
3 - 16354390
4 - 0600098079
Bank: Klamath First Federal Savings and Loan Association
Insured: Walter F. Dodrill
Relationship to Bank: Executive
Effective Date: January 1, 2003
The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:
I. DEFINITIONS
Refer to the policy contract for the definition of any terms in this
Agreement that is not defined herein. If the definition of a term in the
policy is inconsistent with the definition of a term in this Agreement,
then the definition of the term as set forth in this Agreement shall
supersede and replace the definition of the term as set forth in the
policy.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Bank and the Insured (or assignee, with the
consent of the Insured) mutually agree to exercise the right to increase
the coverage under the subject Joint Beneficiary Designation policy, then,
in such event, the rights, duties and benefits of the parties to such
increased coverage shall continue to be subject to the terms of this
Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive the Insured's share of the proceeds
payable upon the death of the Insured, and to elect and change a payment
option for such beneficiary, subject to any right or interest the Bank may
have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, the Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary
to keep the policy in force.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank (or
its administrator) will report to the Insured the amount of imputed income
each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraphs VII and IX herein, the division of the death proceeds
of the policy is as follows:
A. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured be employed by the
Bank, retired from the Bank after attaining age sixty-two (62) without
an earlier termination of service from the Bank, or been subject to a
termination pursuant to a Change in Control as defined in the
Insured's Executive Salary Continuation Agreement and Section XVI
below, at the time of Insured's death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to an
amount equal to $882,230.00 until age seventy (70), $617,561.00 after
the attainment of age seventy (70) but before the attainment of age
eighty (80), $264,669.00 after the attainment of age eighty (80), but
in no event shall the benefit exceed one hundred percent (100%) of the
net-at-risk insurance portion of the proceeds. The net-at-risk
insurance portion is the total proceeds less the cash value of the
policy.
B. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured not be employed by the
Bank at the time of his or her death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to the
greater of $100,000.00 or the "Death Benefit: After Termination" as
specified in Schedule "A" of the Executive Salary Continuation
Agreement as of the date the Insured terminated employment with the
Bank. However, should the Insured be not employed by the Bank at the
time of his or her death because of "Termination for Cause" as defined
in Paragraph IX (A) of this Agreement, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to
$25,000.
C. The Bank shall be entitled to the remainder of such proceeds.
D. The Bank and the Insured (or assignees) shall share in any interest
due on the death proceeds on a pro rata basis as the proceeds due each
respectively bears to the total proceeds, excluding any such interest.
E. In the event that either the Policy is terminated or the proceeds of
the Policy are insufficient to provide the benefit specified herein,
other than as a result of any intentional act of the Insured which
results in the termination of the Policy, then the Bank shall pay to
the Insured's beneficiary(ies) an amount which, when combined with the
proceeds of the Policy actually received, will provide a total after
tax death benefit equal to the benefit level specified in
Subparagraphs VI (A) or (B).
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any policy
loans and unpaid interest or cash withdrawals previously incurred by the
Bank and any applicable surrender charges. Such cash value shall be
determined as of the date of surrender or death as the case may be.
VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy's cash value. Such
endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.
IX. TERMINATION FOR CAUSE
"Termination for Cause" shall have the definition provided in the Insured's
Employment Agreement, as amended from time to time, with the Bank. If the
Insured has no Employment Agreement with the Bank, "Termination for Cause"
shall include termination because of the Insured'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. For purposes of this
Section, no act, or the failure to act, on Insured'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 Bank or its affiliates. Notwithstanding the foregoing, Insured shall
not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Insured 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 Insured and an opportunity, together
with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Insured was guilty of conduct justifying termination
for Cause and specifying the reasons thereof.
X. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the occurrence of surrender, lapse, or
other termination of the Policy by the Bank, and subject to the Insured's
benefits provided by VI (E) above and the option as set forth hereinbelow
Upon such termination of this Agreement but prior to the termination of the
policy by the Bank, the Insured (or assignee) shall have a fifteen (15) day
option to receive from the Bank an absolute assignment of the policy in
consideration of a cash payment to the Bank, whereupon this Agreement shall
terminate. Such cash payment referred to hereinabove shall be the greater
of:
i. The Bank's share of the cash value of the policy on the date of such
assignment, as defined in this Agreement; or
ii. The amount of the premiums that have been paid by the Bank prior to
the date of such assignment.
If, within said fifteen (15) day period, the Insured fails to exercise said
option, fails to procure the entire aforestated cash payment, or dies, then
the option shall terminate and the Insured (or assignee) agrees that all of
the Insured's rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.
The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured's option to receive
an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created
under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. ADMINISTRATIVE AND CLAIMS PROVISIONS
The following provisions are part of this Agreement and are intended to
meet the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA"):
A. Named Fiduciary and Plan Administrator.
The "Named Fiduciary and Plan Administrator" of this Joint Beneficiary
Designation Agreement shall be Klamath First Federal Savings and Loan
Association until its resignation or removal by the Board of
Directors. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control, and administration of this
Joint Beneficiary Plan as established herein. The Named Fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and
the delegation of any ministerial duties to qualified individuals.
B. Funding Policy.
Subject to the Bank's absolute right to surrender or terminate the
policy at any time and for any reason, the funding policy for this
Joint Beneficiary Plan shall be to maintain the subject policy in
force by paying, when due, all premiums required.
C. Basis of Payment of Benefits.
Direct payment by the Insurer is the basis of payment of benefits
under this Agreement, with those benefits in turn being based on the
payment of premiums as provided in this Agreement.
D. Claim Procedures.
Claim forms or claim information as to the subject policy can be
obtained by contacting Benmark, Inc. (800-544-6079). When the Named
Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, they should contact the office
named above, and they will either complete a claim form and forward it
to an authorized representative of the Insurer or advise the named
Fiduciary what further requirements are necessary. The Insurer will
evaluate and make a decision as to payment. If the claim is payable, a
benefit check will be issued in accordance with the terms of this
Agreement.
In the event that a claim is not eligible under the policy, the
Insurer will notify the Named Fiduciary of the denial pursuant to the
requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such
claim denial, they should contact the office named above and they will
assist in making an inquiry to the Insurer. All objections to the
Insurer's actions should be in writing and submitted to the office
named above for transmittal to the Insurer.
XIV. GENDER
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
XV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as herein developed upon receiving an executed
copy of this Agreement. Payment or other performance in accordance with the
policy provisions shall fully discharge the Insurer from any and all
liability.
XVI. CHANGE OF CONTROL
For the purpose of this Agreement, a "Change in Control" of the Bank or its
Holding Company, Klamath First Bancorp, Inc. ("KFBI"), shall be deemed to
occur if and when (a) an offeror other than KFBI purchases shares of the
common stock of the KFBI 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 KFBI or the Bank
representing 25% or more of the combined voting power of KFBI's then
outstanding securities, (c) the membership of the board of directors of
KFBI 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 KFBI or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of KFBI's or
the Bank's assets, or a plan of partial or complete liquidation.
XVII. AMENDMENT OR REVOCATION, AND EXCHANGE OF POLICY
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, it is agreed by and between the parties
hereto that, during the lifetime of the Insured, this Agreement may be
amended or revoked at any time or times, in whole or in part, by the mutual
written consent of the Insured and the Bank. The Bank may, however,
unilaterally and without the consent of the Insured, exchange any life
insurance policy(ies) that are the subject matter of this Agreement, with
or without replacing said policy(ies) and, in the event of a same or
similar exchange, the Insured expressly agrees to the same.
XVIII. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall nonetheless be enforceable according to
their terms. Further, in the event that any provision is held to be
overbroad as written such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable
according to law and enforced as amended.
XIX. APPLICABLE LAW
The laws of the State of Oregon shall govern the validity and
interpretation of this Agreement.
XX. EFFECT OF THE LIFE INSURANCE POLICY'S CONTESTABILITY CLAUSES
The parties herein understand and agree that the payment of the benefits
provided herein are subject to the Life Insurance Policy's suicide and
contestability clauses and other such clauses, and if such clauses preclude
the Insurer from paying the full death proceeds, then, in such event, no
death benefits of whatever nature shall be payable to Insured's (or
Insured's Assignee's) beneficiary(s) under this Joint Beneficiary
Designation Agreement.
Executed at Klamath Falls, Oregon this 21st day of May, 2003.
KLAMATH FIRST FEDERAL
SAVINGS AND LOAN ASSOCIATION
Klamath Falls, Oregon
/s/ Nina G. Drake By: /s/ Kermit K. Houser
Witness Kermit K. Houser, President and CEO
/s/ Kathryn Rutledge By: /s/ Walter F. Dodrill
Witness Walter F. Dodrill
BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION 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):
___________________________________________________________________________
___________________________________________________________________________
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 Joint Beneficiary 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.
__________________________ Date ____________________________
Walter F. Dodrill
Exhibit 10(h).5
JOINT BENEFICIARY AGREEMENT
Insurer(s): 1 - Massachusetts Mutual Life Insurance Company
2 - New York Life Insurance Company
3 - Northwestern Mutual Life Insurance Company
4 - Southland Life Insurance Company
Policy Number(s): 1 - 0052945
2 - 56603376
3 - 16359716
4 - 0600098080
Bank: Klamath First Federal Savings and Loan Association
Insured: Nina G. Drake
Relationship to Bank: Executive
Effective Date: January 1, 2003
The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:
I. DEFINITIONS
Refer to the policy contract for the definition of any terms in this
Agreement that is not defined herein. If the definition of a term in the
policy is inconsistent with the definition of a term in this Agreement,
then the definition of the term as set forth in this Agreement shall
supersede and replace the definition of the term as set forth in the
policy.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Bank and the Insured (or assignee, with the
consent of the Insured) mutually agree to exercise the right to increase
the coverage under the subject Joint Beneficiary Designation policy, then,
in such event, the rights, duties and benefits of the parties to such
increased coverage shall continue to be subject to the terms of this
Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive the Insured's share of the proceeds
payable upon the death of the Insured, and to elect and change a payment
option for such beneficiary, subject to any right or interest the Bank may
have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, the Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary
to keep the policy in force.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank (or
its administrator) will report to the Insured the amount of imputed income
each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraphs VII and IX herein, the division of the death proceeds
of the policy is as follows:
A. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured be employed by the
Bank, retired from the Bank after attaining age sixty-two (62) without
an earlier termination of service from the Bank, or been subject to a
termination pursuant to a Change in Control as defined in the
Insured's Executive Salary Continuation Agreement and Section XVI
below, at the time of Insured's death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to an
amount equal to $763,570.00 until age seventy (70), $534,499.00 after
the attainment of age seventy (70) but before the attainment of age
eighty (80), $229,071.00 after the attainment of age eighty (80), but
in no event shall the benefit exceed one hundred percent (100%) of the
net-at-risk insurance portion of the proceeds. The net-at-risk
insurance portion is the total proceeds less the cash value of the
policy.
B. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured not be employed by the
Bank at the time of his or her death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to the
greater of $100,000.00 or the "Death Benefit: After Termination" as
specified in Schedule "A" of the Executive Salary Continuation
Agreement as of the date the Insured terminated employment with the
Bank. However, should the Insured be not employed by the Bank at the
time of his or her death because of "Termination for Cause" as defined
in Paragraph IX (A) of this Agreement, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to
$25,000.
C. The Bank shall be entitled to the remainder of such proceeds.
D. The Bank and the Insured (or assignees) shall share in any interest
due on the death proceeds on a pro rata basis as the proceeds due each
respectively bears to the total proceeds, excluding any such interest.
E. In the event that either the Policy is terminated or the proceeds of
the Policy are insufficient to provide the benefit specified herein,
other than as a result of any intentional act of the Insured which
results in the termination of the Policy, then the Bank shall pay to
the Insured's beneficiary(ies) an amount which, when combined with the
proceeds of the Policy actually received, will provide a total after
tax death benefit equal to the benefit level specified in
Subparagraphs VI (A) or (B).
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any policy
loans and unpaid interest or cash withdrawals previously incurred by the
Bank and any applicable surrender charges. Such cash value shall be
determined as of the date of surrender or death as the case may be.
VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy's cash value. Such
endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.
IX. TERMINATION FOR CAUSE
"Termination for Cause" shall have the definition provided in the Insured's
Employment Agreement, as amended from time to time, with the Bank. If the
Insured has no Employment Agreement with the Bank, "Termination for Cause"
shall include termination because of the Insured'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. For purposes of this
Section, no act, or the failure to act, on Insured'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 Bank or its affiliates. Notwithstanding the foregoing, Insured shall
not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Insured 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 Insured and an opportunity, together
with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Insured was guilty of conduct justifying termination
for Cause and specifying the reasons thereof.
X. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the occurrence of surrender, lapse, or
other termination of the Policy by the Bank, and subject to the Insured's
benefits provided by VI (E) above and the option as set forth hereinbelow
Upon such termination of this Agreement but prior to the termination of the
policy by the Bank, the Insured (or assignee) shall have a fifteen (15) day
option to receive from the Bank an absolute assignment of the policy in
consideration of a cash payment to the Bank, whereupon this Agreement shall
terminate. Such cash payment referred to hereinabove shall be the greater
of:
i. The Bank's share of the cash value of the policy on the date of such
assignment, as defined in this Agreement; or
ii. The amount of the premiums that have been paid by the Bank prior to
the date of such assignment.
If, within said fifteen (15) day period, the Insured fails to exercise said
option, fails to procure the entire aforestated cash payment, or dies, then
the option shall terminate and the Insured (or assignee) agrees that all of
the Insured's rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.
The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured's option to receive
an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created
under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. ADMINISTRATIVE AND CLAIMS PROVISIONS
The following provisions are part of this Agreement and are intended to
meet the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA"):
A. Named Fiduciary and Plan Administrator.
The "Named Fiduciary and Plan Administrator" of this Joint Beneficiary
Designation Agreement shall be Klamath First Federal Savings and Loan
Association until its resignation or removal by the Board of
Directors. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control, and administration of this
Joint Beneficiary Plan as established herein. The Named Fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and
the delegation of any ministerial duties to qualified individuals.
B. Funding Policy.
Subject to the Bank's absolute right to surrender or terminate the
policy at any time and for any reason, the funding policy for this
Joint Beneficiary Plan shall be to maintain the subject policy in
force by paying, when due, all premiums required.
C. Basis of Payment of Benefits.
Direct payment by the Insurer is the basis of payment of benefits
under this Agreement, with those benefits in turn being based on the
payment of premiums as provided in this Agreement.
D. Claim Procedures.
Claim forms or claim information as to the subject policy can be
obtained by contacting Benmark, Inc. (800-544-6079). When the Named
Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, they should contact the office
named above, and they will either complete a claim form and forward it
to an authorized representative of the Insurer or advise the named
Fiduciary what further requirements are necessary. The Insurer will
evaluate and make a decision as to payment. If the claim is payable, a
benefit check will be issued in accordance with the terms of this
Agreement.
In the event that a claim is not eligible under the policy, the
Insurer will notify the Named Fiduciary of the denial pursuant to the
requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such
claim denial, they should contact the office named above and they will
assist in making an inquiry to the Insurer. All objections to the
Insurer's actions should be in writing and submitted to the office
named above for transmittal to the Insurer.
XIV. GENDER
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
XV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as herein developed upon receiving an executed
copy of this Agreement. Payment or other performance in accordance with the
policy provisions shall fully discharge the Insurer from any and all
liability.
XVI. CHANGE OF CONTROL
For the purpose of this Agreement, a "Change in Control" of the Bank or its
Holding Company, Klamath First Bancorp, Inc. ("KFBI"), shall be deemed to
occur if and when (a) an offeror other than KFBI purchases shares of the
common stock of the KFBI 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 KFBI or the Bank
representing 25% or more of the combined voting power of KFBI's then
outstanding securities, (c) the membership of the board of directors of
KFBI 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 KFBI or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of KFBI's or
the Bank's assets, or a plan of partial or complete liquidation.
XVII. AMENDMENT OR REVOCATION, AND EXCHANGE OF POLICY
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, it is agreed by and between the parties
hereto that, during the lifetime of the Insured, this Agreement may be
amended or revoked at any time or times, in whole or in part, by the mutual
written consent of the Insured and the Bank. The Bank may, however,
unilaterally and without the consent of the Insured, exchange any life
insurance policy(ies) that are the subject matter of this Agreement, with
or without replacing said policy(ies) and, in the event of a same or
similar exchange, the Insured expressly agrees to the same.
XVIII. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall nonetheless be enforceable according to
their terms. Further, in the event that any provision is held to be
overbroad as written such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable
according to law and enforced as amended.
XIX. APPLICABLE LAW
The laws of the State of Oregon shall govern the validity and
interpretation of this Agreement.
XX. EFFECT OF THE LIFE INSURANCE POLICY'S CONTESTABILITY CLAUSES
The parties herein understand and agree that the payment of the benefits
provided herein are subject to the Life Insurance Policy's suicide and
contestability clauses and other such clauses, and if such clauses preclude
the Insurer from paying the full death proceeds, then, in such event, no
death benefits of whatever nature shall be payable to Insured's (or
Insured's Assignee's) beneficiary(s) under this Joint Beneficiary
Designation Agreement.
Executed at Klamath Falls, Oregon this 14th day of May, 2003.
KLAMATH FIRST FEDERAL
SAVINGS AND LOAN ASSOCIATION
Klamath Falls, Oregon
/s/ Kelly A. Male By: /s/ Kermit K. Houser
Witness Kermit K. Houser, President and CEO
/s/ Kathryn Rutledge By: /s/ Nina G. Drake
Witness Nina G. Drake
BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION 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):
___________________________________________________________________________
___________________________________________________________________________
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 Joint Beneficiary 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.
__________________________ Date ____________________________
Nina G. Drake
Exhibit 10(i).5
JOINT BENEFICIARY AGREEMENT
Insurer(s): 1 - Massachusetts Mutual Life Insurance Company
2 - New York Life Insurance Company
3 - Northwestern Mutual Life Insurance Company
4 - Southland Life Insurance Company
Policy Number(s): 1 - 0052957
2 - 56603388
3 - 16355916
4 - 0600098092
Bank: Klamath First Federal Savings and Loan Association
Insured: Jeffery D. Schlenker
Relationship to Bank: Executive
Effective Date: January 1, 2003
The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:
I. DEFINITIONS
Refer to the policy contract for the definition of any terms in this
Agreement that is not defined herein. If the definition of a term in the
policy is inconsistent with the definition of a term in this Agreement,
then the definition of the term as set forth in this Agreement shall
supersede and replace the definition of the term as set forth in the
policy.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Bank and the Insured (or assignee, with the
consent of the Insured) mutually agree to exercise the right to increase
the coverage under the subject Joint Beneficiary Designation policy, then,
in such event, the rights, duties and benefits of the parties to such
increased coverage shall continue to be subject to the terms of this
Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive the Insured's share of the proceeds
payable upon the death of the Insured, and to elect and change a payment
option for such beneficiary, subject to any right or interest the Bank may
have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, the Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary
to keep the policy in force.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank (or
its administrator) will report to the Insured the amount of imputed income
each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraphs VII and IX herein, the division of the death proceeds
of the policy is as follows:
A. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured be employed by the
Bank, retired from the Bank after attaining age sixty-two (62) without
an earlier termination of service from the Bank, or been subject to a
termination pursuant to a Change in Control as defined in the
Insured's Executive Salary Continuation Agreement and Section XVI
below, at the time of Insured's death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to an
amount equal to $2,037,770.00 until age seventy (70), $1,426,439.00
after the attainment of age seventy (70) but before the attainment of
age eighty (80), $611,331.00 after the attainment of age eighty (80),
but in no event shall the benefit exceed one hundred percent (100%) of
the net-at-risk insurance portion of the proceeds. The net-at-risk
insurance portion is the total proceeds less the cash value of the
policy.
B. Provided the policy (policies) specified above are in force at the
time of the Insured's death, should the Insured not be employed by the
Bank at the time of his or her death, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to the
greater of $100,000.00 or the "Death Benefit: After Termination" as
specified in Schedule "A" of the Executive Salary Continuation
Agreement as of the date the Insured terminated employment with the
Bank. However, should the Insured be not employed by the Bank at the
time of his or her death because of "Termination for Cause" as defined
in Paragraph IX (A) of this Agreement, the Insured's beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to
$25,000.
C. The Bank shall be entitled to the remainder of such proceeds.
D. The Bank and the Insured (or assignees) shall share in any interest
due on the death proceeds on a pro rata basis as the proceeds due each
respectively bears to the total proceeds, excluding any such interest.
E. In the event that either the Policy is terminated or the proceeds of
the Policy are insufficient to provide the benefit specified herein,
other than as a result of any intentional act of the Insured which
results in the termination of the Policy, then the Bank shall pay to
the Insured's beneficiary(ies) an amount which, when combined with the
proceeds of the Policy actually received, will provide a total after
tax death benefit equal to the benefit level specified in
Subparagraphs VI (A) or (B).
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any policy
loans and unpaid interest or cash withdrawals previously incurred by the
Bank and any applicable surrender charges. Such cash value shall be
determined as of the date of surrender or death as the case may be.
VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy's cash value. Such
endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.
IX. TERMINATION FOR CAUSE
"Termination for Cause" shall have the definition provided in the Insured's
Employment Agreement, as amended from time to time, with the Bank. If the
Insured has no Employment Agreement with the Bank, "Termination for Cause"
shall include termination because of the Insured'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. For purposes of this
Section, no act, or the failure to act, on Insured'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 Bank or its affiliates. Notwithstanding the foregoing, Insured shall
not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Insured 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 Insured and an opportunity, together
with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Insured was guilty of conduct justifying termination
for Cause and specifying the reasons thereof.
X. TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the occurrence of surrender, lapse, or
other termination of the Policy by the Bank, and subject to the Insured's
benefits provided by VI (E) above and the option as set forth hereinbelow
Upon such termination of this Agreement but prior to the termination of the
policy by the Bank, the Insured (or assignee) shall have a fifteen (15) day
option to receive from the Bank an absolute assignment of the policy in
consideration of a cash payment to the Bank, whereupon this Agreement shall
terminate. Such cash payment referred to hereinabove shall be the greater
of:
i. The Bank's share of the cash value of the policy on the date of such
assignment, as defined in this Agreement; or
ii. The amount of the premiums that have been paid by the Bank prior to
the date of such assignment.
If, within said fifteen (15) day period, the Insured fails to exercise said
option, fails to procure the entire aforestated cash payment, or dies, then
the option shall terminate and the Insured (or assignee) agrees that all of
the Insured's rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.
The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured's option to receive
an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created
under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. ADMINISTRATIVE AND CLAIMS PROVISIONS
The following provisions are part of this Agreement and are intended to
meet the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA"):
A. Named Fiduciary and Plan Administrator.
The "Named Fiduciary and Plan Administrator" of this Joint Beneficiary
Designation Agreement shall be Klamath First Federal Savings and Loan
Association until its resignation or removal by the Board of
Directors. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control, and administration of this
Joint Beneficiary Plan as established herein. The Named Fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and
the delegation of any ministerial duties to qualified individuals.
B. Funding Policy.
Subject to the Bank's absolute right to surrender or terminate the
policy at any time and for any reason, the funding policy for this
Joint Beneficiary Plan shall be to maintain the subject policy in
force by paying, when due, all premiums required.
C. Basis of Payment of Benefits.
Direct payment by the Insurer is the basis of payment of benefits
under this Agreement, with those benefits in turn being based on the
payment of premiums as provided in this Agreement.
D. Claim Procedures.
Claim forms or claim information as to the subject policy can be
obtained by contacting Benmark, Inc. (800-544-6079). When the Named
Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, they should contact the office
named above, and they will either complete a claim form and forward it
to an authorized representative of the Insurer or advise the named
Fiduciary what further requirements are necessary. The Insurer will
evaluate and make a decision as to payment. If the claim is payable, a
benefit check will be issued in accordance with the terms of this
Agreement.
In the event that a claim is not eligible under the policy, the
Insurer will notify the Named Fiduciary of the denial pursuant to the
requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such
claim denial, they should contact the office named above and they will
assist in making an inquiry to the Insurer. All objections to the
Insurer's actions should be in writing and submitted to the office
named above for transmittal to the Insurer.
XIV. GENDER
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
XV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as herein developed upon receiving an executed
copy of this Agreement. Payment or other performance in accordance with the
policy provisions shall fully discharge the Insurer from any and all
liability.
XVI. CHANGE OF CONTROL
For the purpose of this Agreement, a "Change in Control" of the Bank or its
Holding Company, Klamath First Bancorp, Inc. ("KFBI"), shall be deemed to
occur if and when (a) an offeror other than KFBI purchases shares of the
common stock of the KFBI 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 KFBI or the Bank
representing 25% or more of the combined voting power of KFBI's then
outstanding securities, (c) the membership of the board of directors of
KFBI 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 KFBI or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of KFBI's or
the Bank's assets, or a plan of partial or complete liquidation.
XVII. AMENDMENT OR REVOCATION, AND EXCHANGE OF POLICY
Subject to the Bank's absolute right to surrender or terminate the policy
at any time and for any reason, it is agreed by and between the parties
hereto that, during the lifetime of the Insured, this Agreement may be
amended or revoked at any time or times, in whole or in part, by the mutual
written consent of the Insured and the Bank. The Bank may, however,
unilaterally and without the consent of the Insured, exchange any life
insurance policy(ies) that are the subject matter of this Agreement, with
or without replacing said policy(ies) and, in the event of a same or
similar exchange, the Insured expressly agrees to the same.
XVIII. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall nonetheless be enforceable according to
their terms. Further, in the event that any provision is held to be
overbroad as written such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable
according to law and enforced as amended.
XIX. APPLICABLE LAW
The laws of the State of Oregon shall govern the validity and
interpretation of this Agreement.
XX. EFFECT OF THE LIFE INSURANCE POLICY'S CONTESTABILITY CLAUSES
The parties herein understand and agree that the payment of the benefits
provided herein are subject to the Life Insurance Policy's suicide and
contestability clauses and other such clauses, and if such clauses preclude
the Insurer from paying the full death proceeds, then, in such event, no
death benefits of whatever nature shall be payable to Insured's (or
Insured's Assignee's) beneficiary(s) under this Joint Beneficiary
Designation Agreement.
Executed at Klamath Falls, Oregon this 16th day of May, 2003.
KLAMATH FIRST FEDERAL
SAVINGS AND LOAN ASSOCIATION
Klamath Falls, Oregon
/s/ Nina G. Drake By: /s/ Kermit K. Houser
Witness Kermit K. Houser, President and CEO
/s/ Nina G. Drake By: /s/ Jeffery D. Schlenker
Witness Jeffery D. Schlenker
BENEFICIARY DESIGNATION FORM
FOR THE JOINT BENEFICIARY DESIGNATION 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):
___________________________________________________________________________
___________________________________________________________________________
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 Joint Beneficiary 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.
__________________________ Date ____________________________
Jeffery D. Schlenker
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KLAMATH FIRST BANCORP, INC.
Date: September 12, 2003 By: /s/ Kermit K. Houser
-------------------------
Kermit K. Houser, President and
Chief Executive Officer
Date: September 12, 2003 By: /s/ Marshall J. Alexander
------------------------------
Marshall J. Alexander, Executive Vice
President and Chief Financial Officer