EXHIBIT 10(XIV)
Exhibit 10(xiv) Mid America Bank, fsb Supplemental Executive Retirement Plan
MIDAMERICA FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
MIDAMERICA FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
I. PURPOSE
The principal objective of this MidAmerica Federal Savings Bank Supplemental
Executive Retirement Plan (the "Plan") is to ensure the payment of a competitive
level of retirement income in order to attract, retain and motivate selected
executives. The Plan is designed to provide a benefit which, when added to other
retirement income of the executive, will meet the objective described above.
Eligibility for participation in the Plan shall be limited to executives of
MidAmerica Federal Savings Bank (the "Company") who are designated to be
eligible by the Board of Directors.
The Company hereby declares that its intention is to create an unfunded plan
primarily for the purpose of providing a select group of management or highly
compensated employees of the Company with supplemental income. It is also the
intention of the Company that the Plan be an "employee pension benefit plan" as
defined in Section 3(2) of Title I of the Employee Retirement Income Security
Act of 1974 ("ERISA") and that the Plan be the type of plan described in
Sections 201(2), 301(3) and 401(a)(1) of Title I of ERISA. The Committee is the
"named fiduciary" of the Plan for purposes of Section 402(a)(2) of ERISA.
II. DEFINITIONS
2.1 "Actuarial Equivalent" means the equivalence in value of the single-
life annuity based on the UP-84 mortality table and an interest rate
equal to 120% of the Long-Term Applicable Federal Rate in effect at
the end of the month preceding the calculation date.
2.2 "Beneficiary" means the person, persons, or entity who under this Plan
becomes entitled to receive a benefit payable under the Plan as a
result of the death of a Participant.
2.3 "Board of Directors" means the Board of Directors of MidAmerica
Federal Savings Bank or any committee acting within the scope of its
authority.
2.4 "Change in Control" means an event of a nature that:
i) would be required to be reported in response to Item 1 of the
current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"); or
ii) results in a Change in Control of the Bank or the Holding Company
within the meaning of the Home Owners Loan Act of 1933 and the
Rules and Regulations promulgated by the Office of Thrift
Supervision (or its predecessor agency), as in effect on the date
hereof, including Section 574 of such regulations; or
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iii) without limitation such a Change in Control shall be deemed
to have occurred at such time as:
a) any "person" (as the term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities or makes an offer to
purchase, and completes the purchase, of securities of the
Bank or the Holding Company representing 20% or more of the
Bank's or Holding Company's outstanding securities
ordinarily having the right to vote at the election of
directors except for any securities of the Bank purchased by
the Holding Company in connection with the conversion of the
Bank to the stock form and any securities purchased by the
Bank's employee stock ownership plan and trust; or
b) individuals who constitute the Board of Directors of the
Bank or Holding Company on the date hereof (the "Incumbent
Board") cease for any reason to constitute at least a
majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose
nomination for election by the stockholders was approved by
the same Nominating Committee serving under an Incumbent
Board, shall be, for purposes of this clause (b), considered
as though he were a member of the Incumbent Board; or
c) a merger, consolidation or sale of all or substantially all
the assets of the Bank or the Holding Company occurs; or
d) a proxy statement shall be distributed soliciting proxies
from stockholders of the Holding Company by someone other
than the current management of the Holding Company, seeking
stockholder approval of a plan of reorganization, merger or
consolidation of the Holding Company or Bank with one or
more corporations as a result of which the outstanding
shares of the class of securities then subject to the Plan
are exchanged for or converted into cash or property or
securities not issued by the Bank or the Holding Company,
and such proxy statement proposal is approved by the
shareholders of the Holding Company; or
e) a tender offer is made and completed for 20% or more of the
outstanding securities of the Bank or Holding Company.
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However, notwithstanding anything contained in this section to the
contrary, a Change in Control shall not be deemed to have occurred as
a result of an event described in (i), (ii) or (iii) (a), (c) or (e)
above which resulted from an acquisition or proposed acquisition of
stock of the Holding Company by a person, as defined in the OTS'
Acquisition of Control Regulations (12 C.F.R. (S) 574) (the "Control
Regulations"), who was an executive officer of the Holding Company on
January 19, 1990 and who has continued to serve as an executive
officer of the Holding Company as of the date of the event described
in (i), (ii) or (iii) (a), (c) or (e) above (an "incumbent officer").
In the event a group of individuals acting in concert satisfies the
definition of "person" under the Control Regulations, the requirements
of the preceding sentence shall be satisfied, and thus a Change in
Control shall not be deemed to have occurred, if at least one
individual in the group is an incumbent officer.
2.5 "Change in Control Date" means the date a Change in Control occurs.
2.6 "Committee" means the Plan Committee appointed to administer the Plan
pursuant to Article VI.
2.7 "Company" means MidAmerica Federal Savings Bank and its successors or
assigns.
2.8 "Disability" means a condition, as determined by the Company, that
totally and continuously prevents the Participant, for at least six
consecutive months, from engaging in an "occupation" for compensation
or profit. During the first twenty-four (24) months of total
Disability, "occupation" means the Participant's occupation at the
time the Disability began. After that period, "occupation" means any
occupation for which the Participant is or becomes reasonably fitted
by education, training or experience. Notwithstanding the foregoing, a
Disability shall not exist for purposes of this Plan if the
Participant fails to qualify for disability benefits under the Social
Security Act, unless the Company determines, in its sole discretion,
that a Disability exists.
2.9 "Final Average Earnings" means a Participant's monthly average salary
earned during the 60-month period (or shorter period if a Participant
has been employed by the Company for less than 60 months) ending with
the end of the preceding calendar year, multiplied by 12.
2.10 "Long Term Disability Plan" means the MidAmerica Federal Savings Bank
Long-Term Disability Plan.
2.11 "Participant" means an executive of the Company who is designated to
be eligible pursuant to Section 3.1 and Section 3.2.
2.12 "Plan" means this MidAmerica Federal Savings Bank Supplemental
Executive Retirement Plan as amended from time to time.
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2.13 "Plan Effective Date" means January 1, 1995.
2.14 "Plan Service" means the number of full calendar years of service with
the Company after December 31, 1994. A year of Plan Service shall be
credited as of each December 31. The maximum number of years of Plan
Service shall not exceed 20 and a year of Plan Service shall not be
credited to a Participant for any calendar year following the year in
which the Participant attains the age of 65.
2.15 "Retirement Date" means the date a Participant terminates service with
the Company on or after the earlier of (i) age 65 or (ii) when the
Participant's age plus total years of service with the Company is
equal to or greater than 70, but not before age 55.
2.16 "Salary" means the Participant's base salary before reductions
pursuant to any salary reduction, deferred compensation or similar
plan or arrangement maintained by the Company.
2.17 "Termination of Service" means the Participant's cessation of service
with the Company for any reason, except death or Disability, prior to
his/her Retirement Date.
III. ELIGIBILITY FOR PARTICIPATION AND BENEFITS
3.1 Participation. Participation in the Plan shall be limited to
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executives of the Company designated to be eligible by the Board of
Directors.
3.2 New Participants. A Participant who first attains such status
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subsequent to January 1, 1995, shall be entitled to participate in the
Plan after being named a Participant and shall be bound by all the
terms and conditions of the Plan.
3.3 Vesting of Plan Benefit. A Participant shall be 100 percent vested in
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his or her formula benefit.
IV. PLAN BENEFITS
4.1 Benefit Formula. A Participant's annual benefit under the Plan shall
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equal two percent (2%) of his or her Final Average Earnings multiplied
by his or her years of Plan Service, not to exceed twenty (20) years.
4.2 Retirement Benefit. A Participant who has attained his or her
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Retirement Date shall be entitled to his or her annual benefit payment
beginning at the later of age 60 or actual retirement, without
actuarial adjustment. A Participant who attains his or her Retirement
Date prior to age 60, may elect to receive his or her annual benefit
prior to age 60, however the Participant's accrued annual benefit
shall be reduced by 3% for each year of acceleration. The form of
benefit payment shall be as provided in Section 4.6.
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4.3 Termination Benefit. Upon the Termination of Service of a Participant
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before his or her Retirement Date, a Participant shall be entitled to
his or her annual benefit beginning at age 65. A Participant entitled
to an annual benefit under this Section 4.3 may elect to receive his
or her annual benefit prior to age 65, however the former
Participant's accrued annual benefit shall be reduced by 3% for each
year of acceleration.
4.4 Death Prior to Attainment of Retirement Date. Upon the death of a
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Participant prior to his or her Retirement Date, or following his or
her Retirement Date but prior to the commencement of annual benefit
payments, an annual benefit shall immediately be payable to the
Participant's Beneficiary. The annual benefit shall be the greater of
(i) the Participant's annual accrued benefit, assuming a Joint and 50%
Survivor election or (ii) 25% of the Participant's Final Average
Earnings. This benefit shall be payable until the earlier of the
death of the Beneficiary or 15 years. In no event, however, shall the
Actuarial Equivalent (as modified to reflect a Joint and 50% Survivor
Annuity and using the mortality and interest assumptions in accordance
with Section 2.1, provided however, that in no event shall the
mortality period extend beyond a 15-year period) of such annual
benefit be less than the Actuarial Equivalent amount of the annual
benefit the Participant would have been entitled to under Sections 4.2
or 4.3 if he had terminated employment immediately prior to his death.
4.5 Disability Benefit. In the event of Disability prior to his or her
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Retirement Date, a Participant shall remain a Participant in the Plan
until he or she is deemed retired under the Long Term Disability Plan.
Once a Participant is deemed retired under the Long Term Disability
Plan, the benefit available under Section 4.2 shall apply
(notwithstanding any other conditions contained in Section 4.2) and
such benefits shall commence on the first day of the next month in
accordance with Section 4.7. If a Participant begins to receive a
benefit under this Section 4.5 prior to age 60, the Participant's
accrued annual benefit shall be reduced by 3% for each year the
payment of benefit is accelerated. For purposes of this Plan, if a
Participant is disabled, Years of Service shall continue to accrue
until the Participant is deemed retired under the Long Term Disability
Plan. In addition, for purposes of determining a Participant's annual
benefit, in the event a Participant is deemed disabled, the
Participant's Final Average Earnings will be based on the
Participant's pre-disability earnings without adjustment.
4.6 Form of Benefit Payment.
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a) The Participant's accrued benefit under this Plan shall be paid
in one of the following forms:
i) Single-life annuity
ii) Joint and Survivor annuity
iii) A period certain annuity
iv) A lump sum
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In the event that a payment form other than a single-life annuity is
chosen, the benefit paid to the Participant shall be the Actuarial
Equivalent of the benefit which would have been paid had the single-
life annuity option been chosen. A Participant must elect the form of
his or her benefit payment at least thirty (30) days in advance of,
and in the calendar year prior to, a distribution triggering event.
b) Upon a written request by a Participant or a Beneficiary filed
with the Committee, the Committee may in its sole discretion, pay
out a benefit in a form different than originally elected by the
Participant.
4.7 Commencement of Payments. Benefits payable under this Plan shall
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commence on the first day of the month following the event which
triggers the payment. Benefits will continue to be paid on the first
day of each succeeding month. Each payment, except for a lump-sum
payment, shall be equal to one-twelfth of the applicable annual
benefit amount determined under this Article IV.
4.8 Lump Sum Withdrawal. A Participant or Beneficiary may elect to
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receive an immediate lump sum payment equal to the Actuarial
Equivalent of the present value of his or her unpaid accrued benefit
which would otherwise be paid at the Participant's Retirement Date.
The lump sum payment shall be determined in accordance with the
provisions of Section 4.6 and then shall be reduced by a penalty,
which shall be forfeited to the Company, equal to ten percent (10%) of
the lump sum payment. If an active Participant elects to receive a
lump sum payment under this Section 4.8 of the Plan, a year of Plan
Service shall not be credited for the Participant's current year of
service with the Company. In addition, any distribution received by a
Participant under this Section 4.8 of the Plan, shall be offset
against the Participant's annual benefit calculated under Sections
4.1, 4.2, 4.3, 4.4 and 4.5. The amount offset against the
Participant's annual benefit shall be the amount of the lump sum
payment equal to the Actuarial Equivalent of the present value of his
or her unpaid accrued benefit prior to the reduction of the ten
percent (10%) penalty.
4.9 Change in Control. In the event of a Change in Control, a Participant
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shall be credited with an additional ten (10) years of Plan Service,
however in no event shall the Participant's total years of Plan
Service exceed the lesser of 20 years or the Participant's projected
years of Plan Service at age 65. In addition, in the event of a
Change in Control, a Participant shall be entitled to a lump sum
payment, equal to the Actuarial Equivalent of the present value of his
or her unpaid benefit which would otherwise be paid at the
Participant's Retirement Date. The lump sum payment shall be
determined in accordance with the provisions of Section 4.6 but shall
not be subject to the penalty prescribed in Section 4.8. Such lump
sum payment shall only be available to the Participant if he or she is
terminated involuntarily for reasons other than death, Disability, or
cause, or if the Participant voluntarily terminates his or her
employment with the Company, within one year of the Change in Control.
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4.10 Recipients of Payments: Designation of Beneficiary. All payments to be
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made by the Company under the Plan shall be made to the Participant
during his or her lifetime. If a Participant dies and benefit
payments are payable to the Participant's Beneficiary under Sections
4.4 or 4.6 such payments shall be made by the Company to the
Beneficiary or Beneficiaries determined in accordance with this
Section 4.10. Unless the Participant files a written notice of a
different Beneficiary designation with the Committee, the
Participant's Beneficiary shall be the Beneficiary designated for the
MidAmerica Federal Savings Bank Profit Sharing Plan. The Participant
may designate a Beneficiary by filing a written notice of such
designation with the Committee in such form as the Company requires
and may include contingent Beneficiaries. The Participant may from
time to time change the designated Beneficiary or Beneficiaries by
filing a new designation in writing with the Committee. If a
Beneficiary designation is not in effect at the time when any benefits
payable under Sections 4.4 or 4.6 become due, the Beneficiary shall be
the spouse of the Participant, or if no spouse is then living, the
representatives of the Participant's estate.
V. CLAIMS FOR BENEFITS PROCEDURE
5.1 Claim for Benefits. Any claim for benefits under the Plan shall be
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made in writing to any member of the Committee. If such claim for
benefits is wholly or partially denied by the Committee, the Committee
shall, within a reasonable period of time, but not later than sixty
(60) days after receipt of the claim, notify the claimant of the
denial of the claim. Such notice of denial shall be in writing and
shall contain:
a) The specific reason or reasons for the denial of the claim;
b) A reference to the relevant Plan provisions upon which the denial
is based;
c) A description of any additional material or information necessary
for the claimant to perfect the claim, together with an
explanation of why such material or information is necessary; and
d) An explanation of the Plan's claim review procedure.
If no such notice is provided, the claim shall be deemed granted.
5.2 Request for Review of a Denial of a Claim for Benefits. Upon the
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receipt by the claimant of written notice of a denial of the claim,
the claimant may within 90 days file a written request to the
Committee, requesting a review of the denial of the claim, which
review shall include a hearing if deemed necessary by the Committee.
In connection with the claimant's appeal of the denial of his claim,
he may review relevant documents and may submit issues and comments in
writing.
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5.3 Decision Upon Review of a Denial of Claim for Benefits. The Committee
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shall render a decision on the claim review promptly, but no more than
sixty (60) days after the receipt of the claimant's request for
review, unless special circumstances (such as the need to hold a
hearing) require an extension of time, in which case the sixty (60)
day period shall be extended to 120 days. Such decision shall:
a) Include specific reasons for the decision;
b) Be written in a manner calculated to be understood by the
claimant; and
c) Contain specific references to the relevant Plan provisions upon
which the decision is based.
The decision of the Committee shall be final and binding in all respects on
both the Company and the claimant.
VI. PLAN COMMITTEE
6.1 Committee. The Plan shall be administered by the
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Administrative/Compensation Committee of the Board of Directors.
Members of the Committee or agents of the Committee may be
Participants under the Plan.
6.2 General Rights, Powers, and Duties of Committee. The Committee shall
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be the Named Fiduciary and it shall be responsible for the management,
operation, and administration of the Plan. In addition to any powers,
rights and duties set forth elsewhere in the Plan, the Committee shall
have the following powers and duties:
a) To adopt such rules and regulations consistent with the
provisions of the Plan as it deems necessary for the proper and
efficient administration of the Plan;
b) To enforce the Plan in accordance with its terms and any rules
and regulations it establishes;
c) To maintain records concerning the Plan sufficient to prepare
reports, returns and other information required by the Plan or by
law;
d) To construe and interpret the Plan and to resolve all questions
arising under the Plan;
e) To direct the Company to pay benefits under the Plan, and to give
such other directions and instructions as may be necessary for
the proper administration of the Plan;
f) To employ or retain agents, attorneys, actuaries, accountants or
other persons, who may also be Participants in the Plan or be
employed by or represent the Company; and
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g) To be responsible for the preparation, filing and disclosure on
behalf of the Plan of such documents and reports as are required
by any applicable Federal or State law.
6.3 Information to be Furnished to the Committee. The Company shall
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furnish the Committee such data and information as it may require.
The records of the Company shall be determinative of each
Participant's period of employment, termination of employment and the
reason therefor, leave of absence, re-employment, years of Plan
Service, and personal data. Participants and their Beneficiaries
shall furnish to the Committee such evidence, data, or information,
and execute such documents as the Committee requests.
6.4 Responsibility. No member of the Committee or of the Board of
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Directors of the Company shall be liable to any person for any action
taken or omitted in connection with the administration of the Plan
unless attributable to his or her own fraud or willful misconduct;
nor shall the Company be liable to any person for any such action
unless attributable to fraud or willful misconduct on the part of a
director, officer or employee of the Company.
VII. AMENDMENT AND TERMINATION
7.1 Amendment. The Plan may be amended in whole or in part by the Company
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at any time. Notice of any such amendment shall be given in writing
to the Committee and to each Participant and each Beneficiary of a
deceased Participant. No amendment shall decrease the value of a
Participant's current accrued benefit. Further, no amendment shall be
made following a Change in Control if such amendment would decrease
the benefits or alter the payment form or determination of the amount
thereof, available to a Participant under Section 4.9 if such
Participant's employment were to be terminated immediately prior to
such amendment.
7.2 Company's Right to Terminate. The Company reserves the sole right to
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terminate the Plan at any time after the Plan Effective Date. In the
event of any such termination, the Participant shall still be
entitled to his or her accrued benefit at the time of termination of
the Plan in the payment form elected by the Participant under Section
4.6. Notwithstanding the foregoing, in no event may the Company
terminate the Plan following a Change in Control if such termination
would decrease the benefits or alter the payment form or
determination of the amount thereof available to a Participant under
Section 4.9 if such Participant's employment were to be terminated
immediately prior to such Plan termination.
VIII. MISCELLANEOUS
8.1 No Implied Rights; Rights on Termination of Service. Neither the
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establishment of the Plan nor any amendment thereof shall be
construed as giving any Participant, Beneficiary, or any other person
any legal or equitable right unless such right shall be specifically
provided for in the Plan or conferred by specific action of the
Company in accordance with the terms and provisions of the Plan.
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8.2 No Right to Company Assets. Neither the Participant nor any other
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person shall acquire by reason of the Plan any right in or title to
any assets, funds or property of the Company whatsoever including,
without limiting the generality of the foregoing, any specific funds,
assets, or other property which the Company, in its sole discretion,
may set aside in anticipation of a liability hereunder. Any benefits
which become payable hereunder shall be paid from the general assets
of the Company. The Participant shall have only a contractual right
to the amounts, if any, payable hereunder unsecured by any asset of
the Company. Nothing contained in the Plan constitutes a guarantee by
the Company that the assets of the Company shall be sufficient to pay
any benefit to any person.
8.3 No Employment Rights. Nothing herein shall constitute a contract of
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employment or of continuing service or in any manner obligate the
Company to continue the services of the Participant, or obligate the
Participant to continue in the service of the Company, or as a
limitation of the right of the Company to discharge any of its
employees, with or without cause.
8.4 Non-assignability. Neither the Participant nor any other person shall
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have any voluntary or involuntary right to commute, sell, assign,
pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are expressly
declared to be unassignable and non-transferable. No part of the
amounts payable shall be, prior to actual payment, subject to seizure
or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by the Participant or any other person, or
be transferable by operation of law in the event of the Participant's
or any other person's bankruptcy or insolvency.
8.5 Gender and Number. Wherever appropriate herein, the masculine may
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mean the feminine and the singular may mean the plural or vice versa.
8.6 Notice. Any notice required or permitted to be given under the Plan
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shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, and if given to the Company, delivered
to the principal office of the Company, directed to the attention of
the Committee. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the
postmark or the receipt for registration or certification.
8.7 Governing Laws. The Plan shall be construed and administered
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according to the laws of the State of Illinois.
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IN WITNESS WHEREOF, the Company has adopted this MidAmerica Federal
Savings Bank Supplemental Executive Retirement Plan as of January 1, 1995.
MIDAMERICA FEDERAL SAVINGS BANK
By: /s/ Allen Koranda
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Its: Chief Executive Officer
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