Exhibit 10.6
Monroe Bank & Trust Amended and Restated Supplemental Executive Retirement
Agreement
THIS AMENDED AND RESTATED AGREEMENT is adopted this 4th day of June, 2007,
by and between MONROE BANK & TRUST, a state-chartered commercial bank located in
Monroe, Michigan (the "Company"), and H. DOUGLAS CHAFFIN (the "Executive").
INTRODUCTION
On the 1st day of July, 2003, the Company and the Executive entered into
the Monroe Bank & Trust Supplemental Executive Retirement Agreement to encourage
the Executive to remain an employee of the Company by providing supplemental
retirement benefits to the Executive. In order to provide for certain amendments
to the Agreement to bring it into compliance the Section 409A of the Internal
Revenue Code and to make certain other changes to the Agreement, the Company and
the Executive are amending the Agreement through this amendment and restatement.
AGREEMENT
The Company and the Executive agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:
1.1 "Code" means the Internal Revenue Code of 1986, as amended.
1.2 "Disability" means that the Executive (a) is unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months,
(b) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an
accident and health plan covering Executives of the participant's employer,
or (c) has been determined to be totally disabled by the United States
Social Security Administration.
1.3 "Early Termination" means the Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, or Termination for
Cause.
1.4 "Early Termination Date" means the month, day and year in which Early
Termination occurs.
1.5 "Effective Date" means July 1, 2003.
1.6 "Final Pay" means the total annual base salary payable to the Executive at
the rate in effect at Termination of Employment. Final Pay shall not be
reduced for any salary reduction contributions to: (i) cash or deferred
arrangements under Section 401(k) of the Code; (ii) a cafeteria plan under
Section 125 of the Code; or (iii) a deferred compensation plan that is not
qualified under Section 401(a) of the Code.
1.7 "Normal Retirement Age" means the Executive's 65th birthday.
1.8 "Normal Retirement Date" means the later of the Normal Retirement Age or
Termination of Employment.
1.9 "Plan Year" means the calendar year ending on December 31.
1.10 "Specified Employee" means at any time at which any stock of the Company is
publicly traded on an established securities market or otherwise, a person
who is determined to be a key employee (as defined in Section 416(i) of the
Code without regard to paragraph 5 thereof) of the Company as of the
preceding December 31.
1.11 "Termination for Cause" See Article 5.
1.12 "Termination of Employment" means the termination of the Executive's
employment with the Company for reasons other than death or Disability.
Whether a Termination of Employment takes place is determined based on the
facts and circumstances surrounding the termination of the Executive's
employment and whether the Company and the Executive intend for the
Executive to provide significant services for the Company following such
termination. A change in the Executive's employment status will not be
considered a Termination of Employment if the Executive continues to
provide service to the Company at an annual rate that is fifty percent
(50%) or more of the services rendered, on average, during the immediately
preceding three full calendar years of
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employment (or if employed less than three years, such lesser period) and
the annual remuneration for such service is fifty percent (50%) or more of
the average annual remuneration earned during the final three years of
employment (or if less, such lesser period). A change in the Executive's
employment status will be considered a Termination of Employment if as a
result of such change the level of bona fide services the Executive
continues to provide to the Company decreases to an annual rate that is
twenty percent (20%) or less of the service rendered, on average, during
the immediately preceding three full calendar years of employment (or, if
employed less than three years, such lesser period) and the annual
remuneration for such services is twenty percent (20%) or more of the
average annual remuneration earned during the final three full calendar
years of employment (or, if less, such lesser period).
ARTICLE 2
BENEFITS DURING LIFETIME
2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the
Normal Retirement Age for reasons other than death, the Company shall pay
to the Executive the benefit described in this Section 2.1 in lieu of any
other benefit under this Agreement.
2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
sixty-five percent (65%) of the Executive's Final Pay, reduced by:
(a) fifty percent (50%) of the primary federal Social Security
benefit payable (before earnings reduction) to the Executive or
which would be payable if applied for by the Executive upon his
Normal Retirement Age; and
(b) the annual amount of benefits payable to the Executive upon his
Normal Retirement Age, on a single life annuity basis,
attributable to the portion of the Executive's account balances
arising from employer contributions (but excluding the portion of
such balances arising from employee salary reduction
contributions) from the MBT Retirement Plan.
2.1.2 Payment of Benefit. The Company shall pay the Normal Retirement
Benefit in 120 equal monthly installments commencing the month
following Executive's Normal Retirement Age.
2.2 Early Termination Benefit. Upon Early Termination, and subject to the
completion of the service vesting period provided for in section 2.2.2
hereof by the Executive, the Company shall pay to the Executive the benefit
described in this section 2.2 in lieu of any other benefit under this
agreement.
2.2.1 Amount of Benefit.
a) The Early Termination Benefit is a monthly benefit payable in 120
equal monthly installments commencing on the first of the month
following the Executive's attainment of age 60 if termination
occurs prior to age 60, or in the event of termination after age
60, on the first of the month following termination of
employment. The monthly amount of the Early Termination Benefit
shall be calculated according to the methodology set forth on
Addendum A, using such actuarial assumptions (which shall include
those set forth on Addendum B) as are reasonably determined from
time to time by the Company. In determining the Early Termination
Benefit the Early Termination Accrual Balance shall be adjusted
for earnings from the December 31 preceding the Executive's date
of early termination to the Early Termination Benefit
commencement date as specified in the preceding sentence.
b) The Early Termination Accrual Balance is an amount as of the
December 31 preceding the Executive's date of Early Termination
that is equal to what would have been accumulated with earnings
had there been one annual contribution at the end of each
calendar year prior to the Executive's date of Early Termination.
Each such annual contribution amount shall be equal to a level
annual contribution necessary to create a fund at the Executive's
Normal Retirement Date sufficient to pay the Executive's
Projected Normal Retirement Benefit and shall be calculated
assuming that the Executive's Projected Normal Retirement Benefit
is funded ratably over the period from July 1, 2003 to the
Executive's Normal Retirement Date. The level annual contribution
amount for the short period of July 1, 2003 to December 31, 2003
shall be prorated for that six month period which is less than a
full year.
(i) The Projected Normal Retirement Benefit is the Normal
Retirement Benefit determined under section 2.1 as of the
December 31 preceding the Executive's date of Early
Termination using:
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1. The Executive's annual base salary at the end of the
calendar year preceding the Executive's date of Early
Termination;
2. An estimate as of that calendar year-end of the
Executive's Social Security PIA offset at age 65;
3. A projection of the retirement plan offset using the
MBT Retirement Plan account balance attributed to
Company contributions as of that December 31; and
4. The interest rate and actuarial assumptions set forth
in Addendum A of the Plan.
(ii) For purposes of determining the Early Termination Accrual
Balance, the level annual contribution amount shall be
treated as if it had been credited at the end of each
calendar year and the earnings values shall be calculated on
that basis. After the Executive has terminated employment,
the Early Termination Accrual Balance shall only be adjusted
for earnings at the interest rate specified in Addendum A
and no contributions or other contribution-like additions
shall be credited to the Early Termination Accrual Balance.
Any subsequent change in the Executive's Social Security PIA
or MBT Retirement Plan account balance attributed to Company
contributions after the Executive has terminated employment
shall not retroactively change the amount of the Projected
Normal Retirement Benefit and the Early Termination Accrual
Balance as previously determined.
(iii) Addendum A of the Plan sets forth the interest rate to be
applied and illustrates the calculation of the Early
Termination Accrual Balance.
2.2.2 Vesting of Benefit. The Early Termination benefit payable under
section 2.2 shall be one hundred percent (100%) vested upon the
Executive's continued service in the capacity of President and CEO to
April 4, 2009.
2.2.3 Executive Distribution Election. Notwithstanding the above, in the
event of termination prior to age 60, the Executive may elect no later
than one year prior to attainment of age 60, to defer commencement of
the Early Termination Benefit to age 65.
2.3 Disability Benefit. If the Executive terminates employment due to
Disability prior to his Normal Retirement Age, the Executive shall become
one hundred percent (100%) vested in the benefit payable under Section 2.2.
2.3.1 Payment of Benefit. The Disability Benefit in an amount equal to the
Early Termination Accrual Balance shall be paid to the Executive in
120 equal monthly installments as determined under 2.2.1 commencing
with the month following termination of Employment resulting from
Disability.
2.4 Restriction on Timing of Distributions. Notwithstanding any provision of
this Agreement to the contrary, if the Executive is considered a Specified
Employee at Termination of Employment under such procedures as established
by the Company in accordance with Section 409A of the Code, benefit
distributions that are made upon Termination of Employment may not commence
earlier than six (6) months after the date of such Termination of
Employment. Therefore, in the event this Section 2.4 is applicable to the
Executive, any distribution which would otherwise be paid to the Executive
within the first six months following the Termination of Employment shall
be accumulated and paid to the Executive in a lump sum on the first day of
the seventh month following the Termination of Employment. All subsequent
distributions shall be paid in the manner specified.
2.5 Distributions Upon Income Inclusion Under Section 409A of the Code. Upon
the inclusion of any amount into the Executive's income as a result of the
failure of this non-qualified deferred compensation plan to comply with the
requirements of Section 409A of the Code, to the extent such tax liability
can be covered by the entire amount accrued by the Company with respect to
the Company's obligations hereunder, a distribution shall be made as soon
as is administratively practicable following the assertion by the Internal
Revenue Service of the plan failure.
2.6 Change in Form or Timing of Distributions. All changes in the form or
timing of distributions hereunder must comply with the following
requirements. The changes:
(a) may not accelerate the time or schedule of any distribution,
except as provided in Section 409A of the Code and the
regulations thereunder;
(b) must, for benefits distributable, delay the commencement of
distributions for a minimum of five (5) years from the date the
first distribution was originally scheduled to be made; and
(c) must take effect not less than twelve (12) months after the
election is made.
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ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. Upon Termination of Employment of the
Executive by reason of death, no benefit shall be payable under this
Agreement. It is acknowledged by the Company and the Executive that while
Executive is employed by the Company provision has been made for a death
benefit to be payable to the Executive's beneficiary pursuant to that
certain "Monroe Bank & Trust Split Dollar Agreement" dated July 1, 2003,
and as amended of even date with this amendment and restatement.
3.2 Death During Payment of a Benefit. If the Executive dies after any benefit
payments have commenced under Article 2 of this Agreement but before
receiving all such payments, the Company shall pay the remaining benefits
to the Executive's beneficiary at the same time and in the same amounts
they would have been paid to the Executive had the Executive survived.
3.3 Death After Termination of Employment But Before Payment of a Benefit
Commences. If the Executive is entitled to a benefit under Article 2 of
this Agreement, but dies prior to the commencement of said benefit
payments, the Company shall pay the same benefit payments to the
Executive's beneficiary that the Executive was entitled to prior to death
except that the benefit payments shall commence on the first day of the
month following the date of the Executive's death.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Executive shall designate a beneficiary by
filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and received
by the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as
beneficiary and the marriage is subsequently dissolved. If the Executive
dies without a valid beneficiary designation, all payments shall be made to
the Executive's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition
of his or her property, the Company may pay such benefit to the guardian,
legal representative or person having the care or custody of such minor,
incompetent person or incapable person. The Company may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge
the Company from all liability with respect to such benefit.
ARTICLE 5
GENERAL LIMITATIONS
5.1 Termination for Cause. Notwithstanding any provision of this Agreement to
the contrary, the Company shall not pay any benefit under this Agreement if
the Company terminates the Executive's employment for:
(a) gross negligence or gross neglect of duties;
(b) commission of a felony or of a gross misdemeanor involving moral
turpitude; or
(c) fraud, disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the
Executive's employment and resulting in an adverse effect on the
Company.
5.2 Suicide or Misstatement. The Company shall not pay any benefit under this
Agreement if the Executive commits suicide within three years after the
date of this Agreement. In addition, the Company shall not pay any benefit
under this Agreement if the Executive has made any material misstatement of
fact on an employment application or resume provided to the Company, or on
any application for any benefits provided by the Company to the Executive.
5.3 Competition After Termination of Employment. The Company shall not pay any
benefit under this Agreement if the Executive, within 12 months following
Termination of Employment, without the prior written consent of the
Company, engages in, becomes interested in, directly or indirectly, as a
sole proprietor, as a partner in a partnership, or as a substantial
shareholder in a corporation, or becomes associated with, in the capacity
of employee, director, officer, principal, agent, trustee or in any other
capacity whatsoever, any
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enterprise conducted in the trading area (a 50 mile radius) of the business
of the Company, which enterprise is, or may deemed to be, competitive with
any business carried on by the Company as of the date of termination of the
Executive's employment or retirement. This section shall not apply
following a Change of Control as defined by 7.3(a) hereof.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. An Executive or beneficiary ("claimant") who has not
received benefits under the Agreement that he or she believes should be
paid shall make a claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to such
claimant within 90 days after receiving the claim. If the Company
determines that special circumstances require additional time for
processing the claim, the Company can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the
end of the initial 90-day period, that an additional period is
required. The notice of extension must set forth the special
circumstances and the date by which the Company expects to render its
decision.
6.1.3 Notice of Decision. If the Company denies part or all of the claim,
the Company shall notify the claimant in writing of such denial. The
Company shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the Agreement on which
the denial is based;
(c) A description of any additional information or material necessary
for the claimant to perfect the claim and an explanation of why
it is needed;
(d) An explanation of the Agreement's review procedures and the time
limits applicable to such procedures; and
(e) A statement of the claimant's right to bring a civil action under
ERISA Section 502(a) following an adverse benefit determination
on review.
6.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the
Company of the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the claimant,
within 60 days after receiving the Company's notice of denial, must
file with the Company a written request for review.
6.2.2 Additional Submissions - Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records
and other information relating to the claim. The Company shall also
provide the claimant, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the
claimant's claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Company
shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.
6.2.4 Timing of Company Response. The Company shall respond in writing to
such claimant within 60 days after receiving the request for review.
If the Company determines that special circumstances require
additional time for processing the claim, the Company can extend the
response period by an additional 60 days by notifying the claimant in
writing, prior to the end of the initial 60-day period that an
additional period is required. The notice of extension must set forth
the special circumstances and the date by which the Company expects to
render its decision.
6.2.5 Notice of Decision. The Company shall notify the claimant in writing
of its decision on review. The Company shall write the notification in
a manner calculated to be understood by the claimant. The notification
shall set forth:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the Agreement on which
the denial is based;
(c) A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant (as defined
in applicable ERISA regulations) to the claimant's claim for
benefits; and
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(d) A statement of the claimant's right to bring a civil action under
ERISA Section 502(a).
ARTICLE 7
AMENDMENTS AND TERMINATION
7.1 Amendments. This Agreement may be amended only by a written agreement
signed by the Company and the Executive. However, the Company may
unilaterally amend this Agreement to conform with written directives to the
Company from its auditors or banking regulators or to comply with
legislative changes or tax law, including without limitation Section 409A
of the Code and any and all Treasury regulations and guidance promulgated
thereunder.
7.2 Plan Termination Generally. The Company and Executive may by mutual
agreement terminate this Agreement at any time. The benefit hereunder shall
be the entire amount accrued by the Company with respect to the Company's
obligations hereunder. Except as provided in Section 7.3, the termination
of this Agreement shall not cause a distribution of benefits under this
Agreement. Rather, after such termination benefit distributions will be
made at the earliest distribution event permitted under Article 2 or
Article 3.
7.3 Plan Terminations Under Section 409A. Notwithstanding anything to the
contrary in Section 7.2, this Agreement may be terminated by the Company,
without the consent of the Executive, in the following circumstances, as
provided by and subject to the limitations and requirements of IRC 409A and
section 1.409A-3(j)(4)(ix) of the IRS Regulations, as now in effect and
hereinafter amended.
(a) Within thirty (30) days before or twelve (12) months after a
change in the ownership or effective control of the Company, or
in the ownership of a substantial portion of the assets of the
Company as described in Section 409A(a)(2)(A)(v) of the Code
(collectively a "Change in Control"), provided that all
distributions are made no later than twelve (12) months following
such termination of the Agreement and further provided that all
the Company's arrangements which are substantially similar to the
Agreement are terminated so the Executive and all participants in
the similar arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within
twelve (12) months of the termination of the arrangements; or
(b) Upon the Company's termination and liquidation of this Agreement
within 12 months of a corporate dissolution or with the approval
of a bankruptcy court provided that the amounts deferred under
the Agreement are paid and included in the Executive's gross
income in the latest of (i) the calendar year in which the
Agreement terminates; (ii) the calendar year in which the amount
is no longer subject to a substantial risk of forfeiture; or
(iii) the first calendar year in which the distribution is
administratively practical.
In connection with termination as provided in this Section 7.3, the Company
shall distribute the Early Termination Accrual Balance by the Company with
respect to the Company's obligations hereunder, determined as of the date
of the termination of the Agreement, to the Executive in a lump sum subject
to the above terms.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Executive and the Company,
and their beneficiaries, survivors, executors, successors, administrators
and transferees.
8.2 No Guarantee of Employment. This Agreement is not an employment policy or
contract. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge
the Executive. It also does not require the Executive to remain an employee
nor interfere with the Executive's right to terminate employment at any
time.
8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Reorganization. The Company shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing
company, firm, or person agrees to assume and discharge the obligations of
the Company under this Agreement. Upon the occurrence of such event, the
term "Company" as used in this Agreement shall be deemed to refer to the
successor or survivor company.
8.5 Tax Withholding. The Company shall withhold any taxes that are required to
be withheld from the
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benefits provided under this Agreement.
8.6 Applicable Law. The Agreement and all rights hereunder shall be governed by
the laws of the State of Michigan, except to the extent preempted by the
laws of the United States of America.
8.7 Unfunded Arrangement. The Executive and beneficiary are general unsecured
creditors of the Company for the payment of benefits under this Agreement.
The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive's
life is a general asset of the Company to which the Executive and
beneficiary have no preferred or secured claim.
8.8 Entire Agreement. This Agreement constitutes the entire agreement between
the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
8.9 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:
(a) Establishing and revising the method of accounting for the
Agreement;
(b) Maintaining a record of benefit payments;
(c) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement; and
(d) Interpreting the provisions of the Agreement.
IN WITNESS WHEREOF, the Executive and the Company have signed this Amended and
Restated Agreement.
EXECUTIVE: COMPANY:
/s/ H. Douglas Chaffin /s/ William D. McIntyre, Jr.
- ------------------------------------- ----------------------------
H. Douglas Chaffin By: William D. McIntyre, Jr.
Title: Chairman of the Board of
Directors
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ADDENDUM A - EARLY TERMINATION BENEFIT (REFER TO SECTION 2.2)
Illustration of benefit calculation (All assumptions are for purposes of
illustrating benefit calculation only)
Date of Early Termination: JULY 1, 2011
STEP 1 - CALCULATE PROJECTED NORMAL RETIREMENT BENEFIT AS OF 12/31/2010
$ 312,309 12/31/10 Base Salary
X
65% Benefit Percent
$ 203,000 Base Annual Benefit
Minus Offset amounts
17,676 50% of Projected Social Security PIA at age 65
41,678 Projected life annuity value of 12/31/10
employer contribution balance under MBT Retirement Plan
$ 143,647 Projected Normal Retirement Benefit
$1,086,023 Present Value at age 65 of Projected Normal Retirement Benefit
STEP 2 DEVELOP AMORTIZATION SCHEDULE OVER EXECUTIVE CAREER
Benefit Accrual Beginning-Year End-of-Year End-of-Year End-of-Year
Periods Balance Contribution Credit Interest Credit Accrual Balance
- --------------- -------------- ------------------- --------------- ---------------
2003 0 17,978 0 17,978
2004 17,978 36,487 1,079 55,544
2005 55,544 36,487 3,333 95,363
2006 95,363 36,487 5,722 137,572
2007 137,572 36,487 8,254 182,314
2008 182,314 36,487 10,939 229,740
2009 229,740 36,487 13,784 280,011
2010 280,011 36,487 16,801 333,299
2011 333,299 36,487 19,998 389,784
2012 389,784 36,487 23,387 449,658
2013 449,658 36,487 26,979 513,125
2014 513,125 36,487 30,787 580,399
2015 580,399 36,487 34,824 651,711
2016 651,711 36,487 39,103 727,300
2017 727,300 36,487 43,638 807,426
2018 807,426 36,487 48,446 892,358
2019 892,358 36,487 53,541 982,387
2020 982,387 36,487 58,943 1,077,817
2021 1,077,817 2,960 5,246 1,086,023
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STEP 3 DETERMINE ACCRUAL BALANCE AT YEAR- END PRECEDING TERMINATION
Benefit Accrual Beginning-Year End-of-Year End-of-Year End-of-Year
Periods Balance Contribution Credit Interest Credit Accrual Balance
- --------------- -------------- ------------------- --------------- ---------------
2003 0 17,978 0 17,978
2004 17,978 36,487 1,079 55,544
2005 55,544 36,487 3,333 95,363
2006 95,363 36,487 5,722 137,572
2007 137,572 36,487 8,254 182,314
2008 182,314 36,487 10,939 229,740
2009 229,740 36,487 13,784 280,011
2010 280,011 36,487 16,801 333,299
STEP 4 DETERMINE MONTHLY BENEFIT AMOUNT PAID AT BENEFIT COMMENCEMENT - AGE 60
12/31/2010 accrual balance of $333,299 grows to $472,791 at age 60 based on
stated interest rate in addendum A.
$472,791 is equal in value to $4,940.25 payable each month, beginning at age 60,
over a 120 month period.
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ADDENDUM B
The following factors will be applied in calculating the participant's benefit
accrual, and will be subject to review and modification by the Compensation
Committee of the Board:
Interest Rate 6.00%
Rate of return on 401(k) account balance 6.00%
Mortality Assumptions 1994 GAR Table as defined
in Rev. Ruling 2001-62
Social Security law In effect at termination
For purposes of estimating the Social Security PIA:
Wage Base Increases 3.00%
Average Wage Index 2.75%
CPI 2.50%
Executive's historical wages based on historical
national average wage index
Executive assumed to continue to earn level future
wages after termination until age 65
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