EXHIBIT 10.4
THE PEOPLES BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT, effective January 1, 2003 (the "Effective Date"), is
made by and between The Peoples Bank, a state-chartered commercial bank with its
principal office located in Biloxi, Mississippi (the "Company"), and Chevis C.
Swetman (the "Executive"), a key officer employed by the Company and a director
of the Company.
INTRODUCTION
WHEREAS, the Executive has contributed substantially to the success and
profitability of the Company and it is expected that the Executive will continue
to contribute substantially to the success and profitability of the Company;
WHEREAS, as a result of these contributions and to ensure that the
Executive maintains his relationship with the Company, the Company is willing to
divide the death proceeds of a life insurance policy on the Executive's life.
The Company will pay for its portion of the life insurance premiums from its
general assets; and,
WHEREAS, in order to encourage the Executive to continue his
relationship with the Company, to remain employed by the Company until his
retirement or death, the Company agrees to provide the aforementioned benefit to
the Executive as a current benefit that will continue beyond the date the
Executive's service to the Company ends;
AGREEMENT
The Executive and the Company agree as follows:
ARTICLE 1
GENERAL DEFINITIONS
The following terms shall have the meanings specified:
1.1 "Change of Control" means:
(a) a change in the ownership of the capital stock of the
Company or Peoples Financial Corporation (the "Holding Company"),
whereby a corporation, person or group acting in concert (a "Person")
as described in Section 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), holds or acquires, directly or
indirectly, beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of a number of shares of capital
stock of the Company or Holding Company which constitutes fifty percent
(50%) or more of the combined voting power of the Company's
or Holding Company's outstanding capital stock then entitled to vote
generally in the election of directors; or
(b) the persons who were members of the Board of
Directors of the Company or Holding Company immediately prior to a
tender offer, exchange offer, contested election or any combination of
the foregoing, cease to constitute a majority of such Board of
Directors; or
(c) the adoption by the Board of Directors of the Company
or of the Holding Company of a merger, consolidation or reorganization
plan involving the Company or Holding Company in which the Company or
the Holding Company is not the surviving entity, or a sale of all or
substantially all of the assets of the Company or Holding Company. For
purposes of this Agreement, a sale of all or substantially all of the
assets of the Company or Holding Company shall be deemed to occur if
any Person acquires (or during the 12-month period ending on the date
of the most recent acquisition by such Person, has acquired) gross
assets of the Company or Holding Company that have an aggregate fair
market value equal to fifty percent (50%) of the fair market value of
all of the respective gross assets of the Company or Holding Company
immediately prior to such acquisition or acquisitions; or
(d) a tender offer or exchange offer is made by any
Person which, if successfully completed, would result in such Person
beneficially owning (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) either fifty percent (50%) or more of the Company's
or Holding Company's outstanding shares of Common Stock or shares of
capital stock having fifty percent (50%) or more the combined voting
power of the Company's or Holding Company's then outstanding capital
stock (other than an offer made by the Company or the Holding Company),
and sufficient shares are acquired under the offer to cause such person
to own fifty percent (50%) or more of the voting power; or
(e) any other transactions or series of related
transactions occurring which have substantially the same effect as the
transactions specified in any of the preceding clauses of this
Subsection (1.1.1).
1.1.1.1 "Permitted Transfers" means that a
Shareholder, as hereinafter defined in Subsection 1.1.8 may
make the following transfers and such transfers shall be
deemed not to be a Change of Control under Subsection 1.1.1:
(a) To any trust, company, or
partnership created solely for the
benefit of any Shareholder or any
spouse of or any lineal descendant
of any Shareholder;
(b) To any individual or entity by bona
fide gift;
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(c) To any spouse or former spouse of
any Shareholder pursuant to the
terms of a decree of divorce;
(d) To any officer or employee of the
Company pursuant to any incentive
stock option plan established by
the Shareholder;
(e) To any family member of any
Shareholder;
(f) After receipt of any necessary
regulatory approvals, to any
company or partnership, including,
but not limited to, a family
limited partnership, a majority of
the stock or interests of which
company or partnership are owned by
any of the Shareholder; or
(g) To any existing Shareholder as of
the Effective Date.
1.2 "Disability" means the Executive's suffering a sickness,
accident or injury which has been determined by the carrier of any individual or
group long-term disability insurance policy carried by the Company covering the
Executive, or, if no such long-term disability policy exists, then as determined
by the Social Security Administration, to be a disability rendering the
Executive totally and permanently disabled. The Executive must submit proof to
the Company of the carrier's or Social Security Administration's determination
upon the request of the Company.
1.3 "Insurer" means Massachusetts Mutual Life Insurance Company.
1.4 "Policy" means insurance policy number XXXXX issued by
Massachusetts Mutual Life Insurance Company.
1.5 "Insured" means the Executive.
1.6 "Net Death Proceeds" means the total death proceeds of the
Policy minus the cash surrender value of the Policy. The Net Death Proceeds in
this case equals One Hundred Fifty Thousand and No/100 Dollars ($150,000.00).
1.7 "Shareholder" means the existing owners of all issued and
outstanding stock of the Company or Holding Company as of the date this
Agreement is signed.
1.8 "Termination of Employment" means the Executive ceasing to be
employed by the Company for any reason whatsoever, other than by reason of an
approved leave of absence.
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ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Company Ownership. The Company is the sole owner of the Policy
and shall have the right to exercise all incidents of ownership. The Company
shall be the beneficiary of the cash surrender value of the Policy. The Company
shall receive this amount upon either the surrender of the Policy or upon the
death of the Executive.
2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary of the Net Death Proceeds. The Executive shall also
have the right to elect and change settlement options that may be permitted. The
Company and the Executive agree that the Executive shall have all rights or
interests in the Policy with respect to the Net Death Proceeds designated in
this Section 2.2 upon the Executive's Termination of Employment, and that the
Executive shall maintain all of the powers and interests described in this
Section 2.2 until the death of the Executive.
2.3 Option to Purchase. The Company shall not sell, surrender or
transfer ownership of the Policy while this Agreement is in effect without first
giving the Executive or the Executive's transferee the option to purchase the
Policy for a period of ninety (90) days from written notice of such intention.
The purchase price shall be an amount equal to the cash surrender value of the
Policy. This provision shall not impair the right of the Company to terminate
this Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the
Company shall maintain the Policy in full force and effect and in no event shall
the Company amend, terminate or otherwise abrogate the Executive's interest in
the Policy, unless the Company replaces the Policy with a comparable insurance
policy to cover the benefit provided under this Agreement. The Policy or any
comparable policy shall be subject to the claims of the Company's creditors.
2.5 Change of Control. Upon Change of Control, the Company shall
maintain the Policy in full force and effect and in no event shall the Company
amend, terminate or otherwise abrogate the Executive's interest in the Policy,
unless the Company replaces the Policy with a comparable insurance policy to
cover the benefit provided under this Agreement, unless a written agreement
between the Executive and the Company provides otherwise.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Company shall pay any premiums due on the
Policy.
3.2 Economic Benefit. The Company shall determine the economic
benefit attributable to the Executive based on the amount of the current term
rate for the Executive's age multiplied by the aggregate death benefit payable
to the Executive's designated beneficiary, as determined in accordance with
applicable Internal Revenue Service rules and regulations. The
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Company shall notify the Executive of the Economic Benefit determined under this
Section 3.2 each Plan Year.
3.3 Imputed Income. On an annual basis the Company shall impute to
the Executive in an amount equal to the Economic Benefit.
ARTICLE 4
ASSIGNMENT
The Executive may assign without consideration all interests in the
Policy and in this Agreement to any person, entity or trust. In the event the
Executive transfers all of the Executive's interest in the Policy, then all of
the Executive's interest in the Policy and in the Agreement shall be vested in
the Executive's transferee, who shall be substituted as a party hereunder and
the Executive shall have no further interest in the Policy or in this Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policy. Any
payments the Insurer makes or actions it takes in accordance with the Policy
shall fully discharge it from all claims, suits and demands of all entities or
persons. The Insurer shall not be bound by or be deemed to have notice of the
provisions of this Agreement.
ARTICLE 6
CLAIMS PROCEDURE
6.1 Claims Procedure. Any individual ("Claimant") who has not
received benefits under the Plan 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.
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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 Plan 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 Plan'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.
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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 Plan 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,
(d) A statement of the Claimant's right to bring
a civil action under ERISA Section 502(a).
ARTICLE 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Executive and
the Company and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
8.2 No Guarantee of Service or of Employment. This Agreement is
not a contract for services or employment. It does not give the Executive the
right to remain in the service of the Company, to remain in employment with the
Company, nor does it interfere with the shareholders' rights to replace the
Executive. It also does not require the Executive to remain in the service or
employment of the Company nor interfere with the Executive's right to terminate
services or employment at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall
be governed by and construed according to the laws of Mississippi, except to the
extent preempted by the laws of the United States of America.
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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.
8.5 Notice. Any notice, consent or demand required or permitted to
be given under the provisions of this Split Dollar Agreement by one party to
another shall be in writing, shall be signed by the party giving or making the
same, and may be given either by delivering the same to such other party
personally, or by mailing the same, by United States certified mail, postage
prepaid, to such party, addressed to his or her last known address as shown on
the records of the Company. The date of such mailing shall be deemed the date of
such mailed notice, consent or demand.
8.6 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.
8.7 Administration. The Company shall have powers which are
necessary to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting
for the Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms
necessary or desirable to administer the Agreement.
8.8 Named Fiduciary. The Company shall be the named fiduciary and
plan administrator under the Agreement. 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 ministerial
duties to qualified individuals
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
EXECUTIVE: THE PEOPLES BANK
____________________________ BY: _____________________________
CHEVIS C. SWETMAN
TITLE: ____________________________
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SPLIT DOLLAR POLICY ENDORSEMENT TO
THE PEOPLES BANK SPLIT DOLLAR AGREEMENT
ATTACHED TO POLICY NUMBER XXXXX
ON THE LIFE OF CHEVIS C. SWETMAN
The undersigned Owner requests that the above-referenced policy issued
by Massachusetts Mutual Life Insurance Company ("Insurer") shall provide for the
following beneficiary designation and limited contract ownership rights to the
Insured:
1. Upon the death of the insured, proceeds shall be paid in one sum to
the Owner, its successors or assigns, to the extent of its interest in the
policy. It is hereby provided that the Insurer may rely solely upon a statement
from the Owner as to the amount of proceeds it is entitled to receive under this
paragraph.
2. Any proceeds at the death of the Insured in excess of the amount
paid under the provisions of the preceding paragraph shall be paid in one sum to
________________________________________________________________________________
PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
_______________________________________________________________________________.
CONTINGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
The exclusive right to change the beneficiary for the proceeds payable under
this paragraph, to elect any optional method of settlement for the proceeds paid
under this paragraph which are available under the terms of the policy and to
assign all rights and interests granted under this paragraph is hereby granted
to the Insured. The sole signature of the Insured shall be sufficient to
exercise said rights. The Owner retains all contract rights not granted to the
Insured under this paragraph.
3. It is agreed by the undersigned that this designation and limited
assignment of rights shall be subject in all respects to the contractual terms
of the policy.
4. Any payment directed by the Owner under this endorsement shall be a
full discharge of the Insurer, and such discharge shall be binding on all
parties claiming any interest under the policy.
The undersigned for the Owner is signing in a representative capacity and
warrants that he or she has the authority to bind the entity on whose behalf
this document is being executed.
This endorsement rescinds and supercedes any/all prior endorsements for this
policy. Signed at Biloxi, Mississippi, on this _____ day of ____________, 200__.
OWNER:
INSURED: THE PEOPLES BANK
___________________________ By________________________________
CHEVIS C. SWETMAN
Title ____________________________
THE PEOPLES BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT, effective January 1, 2003 (the "Effective Date"), is
made by and between The Peoples Bank, a state-chartered commercial bank with its
principal office located in Biloxi, Mississippi (the "Company"), and Ira W.
Carpenter, Jr. (the "Executive"), a key officer employed by the Company and a
director of the Company.
INTRODUCTION
WHEREAS, the Executive has contributed to the success and profitability
of the Company; and
WHEREAS, as a result of these contributions, the Company is willing to
divide the death proceeds of a life insurance policy or policies on the
Executive's life. The Company will pay for its portion of the life insurance
premiums from its general assets; and,
WHEREAS, the Company agrees to provide the aforementioned benefit to
the Executive that will continue beyond the date the Executive's service to the
Company ends;
AGREEMENT
The Executive and the Company agree as follows:
ARTICLE 1
GENERAL DEFINITIONS
The following terms shall have the meanings specified:
1.1 "Change of Control" means:
(a) a change in the ownership of the capital stock of the
Company or Peoples Financial Corporation (the "Holding Company"),
whereby a corporation, person or group acting in concert (a "Person")
as described in Section 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), holds or acquires, directly or
indirectly, beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of a number of shares of capital
stock of the Company or Holding Company which constitutes fifty percent
(50%) or more of the combined voting power of the Company's or Holding
Company's outstanding capital stock then entitled to vote generally in
the election of directors; or
(b) the persons who were members of the Board of Directors of
the Company or Holding Company immediately prior to a tender offer,
exchange offer, contested
election or any combination of the foregoing, cease to constitute a
majority of such Board of Directors; or
(c) the adoption by the Board of Directors of the Company or
of the Holding Company of a merger, consolidation or reorganization
plan involving the Company or Holding Company in which the Company or
the Holding Company is not the surviving entity, or a sale of all or
substantially all of the assets of the Company or Holding Company. For
purposes of this Agreement, a sale of all or substantially all of the
assets of the Company or Holding Company shall be deemed to occur if
any Person acquires (or during the 12-month period ending on the date
of the most recent acquisition by such Person, has acquired) gross
assets of the Company or Holding Company that have an aggregate fair
market value equal to fifty percent (50%) of the fair market value of
all of the respective gross assets of the Company or Holding Company
immediately prior to such acquisition or acquisitions; or
(d) a tender offer or exchange offer is made by any Person
which, if successfully completed, would result in such Person
beneficially owning (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) either fifty percent (50%) or more of the Company's
or Holding Company's outstanding shares of Common Stock or shares of
capital stock having fifty percent (50%) or more the combined voting
power of the Company's or Holding Company's then outstanding capital
stock (other than an offer made by the Company or the Holding Company),
and sufficient shares are acquired under the offer to cause such person
to own fifty percent (50%) or more of the voting power; or
(e) any other transactions or series of related transactions
occurring which have substantially the same effect as the transactions
specified in any of the preceding clauses of this Subsection (1.1.1).
1.1.1.1 "Permitted Transfers" means that a
Shareholder, as hereinafter defined in Subsection 1.1.8 may
make the following transfers and such transfers shall be
deemed not to be a Change of Control under Subsection 1.1.1:
(a) To any trust, company, or
partnership created solely for the
benefit of any Shareholder or any
spouse of or any lineal descendant
of any Shareholder;
(b) To any individual or entity by bona
fide gift;
(c) To any spouse or former spouse of
any Shareholder pursuant to the
terms of a decree of divorce;
(d) To any officer or employee of the
Company pursuant to any incentive
stock option plan established by
the Shareholder;
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(e) To any family member of any
Shareholder;
(f) After receipt of any necessary
regulatory approvals, to any
company or partnership, including,
but not limited to, a family
limited partnership, a majority of
the stock or interests of which
company or partnership are owned by
any of the Shareholder; or
(g) To any existing Shareholder as of
the Effective Date.
1.2 "Disability" means the Executive's suffering a sickness, accident
or injury which has been determined by the carrier of any individual or group
long-term disability insurance policy carried by the Company covering the
Executive, or, if no such long-term disability policy exists, then as determined
by the Social Security Administration, to be a disability rendering the
Executive totally and permanently disabled. The Executive must submit proof to
the Company of the carrier's or Social Security Administration's determination
upon the request of the Company.
1.3 "Insurer" means New York Life Insurance and Annuity Corporation.
1.4 "Policy" or "Policies" means Policy number XXXXXXXX issued by New
York Life Insurance and Annuity Corporation and Policy number XXXXXXXX issued by
New York Life Insurance and Annuity Corporation.
1.5 "Insured" means the Executive.
1.6 "Net Death Proceeds" means an amount of One Hundred Thousand and
No/100 Dollars ($100,000.00) from Policy number XXXXXXXX and an amount of Fifty
Thousand and No/100 Dollars ($50,000.00) from Policy number XXXXXXXX.
1.7 "Shareholder" means the existing owners of all issued and
outstanding stock of the Company or Holding Company as of the date this
Agreement is signed.
1.8 "Termination of Employment" means the Executive ceasing to be
employed by the Company for any reason whatsoever, other than by reason of an
approved leave of absence.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Company Ownership. The Company is the sole owner of the Policies
and shall have the right to exercise all incidents of ownership. The Company
shall be the beneficiary of the cash surrender value of the Policies. The
Company shall receive this amount upon either the surrender of the Policies or
upon the death of the Executive.
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2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary of the Net Death Proceeds. The Executive shall also
have the right to elect and change settlement options that may be permitted. The
Company and the Executive further agree that the Executive shall have all rights
or interests in the Policies with respect to the Net Death Proceeds designated
in this Section 2.2 upon the Executive's Termination of Employment, and that the
Executive shall maintain all of the powers and interests described in this
Section 2.2 until the death of the Executive.
2.3 Option to Purchase. The Company shall not sell, surrender or
transfer ownership of the Policies while this Agreement is in effect without
first giving the Executive or the Executive's transferee the option to purchase
the Policies for a period of ninety (90) days from written notice of such
intention. The purchase price shall be an amount equal to the cash surrender
value of the Policies. This provision shall not impair the right of the Company
to terminate this Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Company
shall maintain the Policies in full force and effect and in no event shall the
Company amend, terminate or otherwise abrogate the Executive's interest in the
Policies, unless the Company replaces a Policy with a comparable insurance
policy to cover the benefit provided under this Agreement. The Policies or any
comparable policies shall be subject to the claims of the Company's creditors.
2.5 Change of Control. Upon Change of Control, the Company shall
maintain the Policies in full force and effect and in no event shall the Company
amend, terminate or otherwise abrogate the Executive's interest in the Policies,
unless the Company replaces a Policy with a comparable insurance policy to cover
the benefit provided under this Agreement, unless a written agreement between
the Executive and the Company provides otherwise.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Company shall pay any premiums due on the
Policies.
3.2 Economic Benefit. The Company shall determine the economic benefit
attributable to the Executive based on the amount of the current term rate for
the Executive's age multiplied by the aggregate death benefit payable to the
Executive's designated beneficiary, as determined in accordance with applicable
Internal Revenue Service rules and regulations. The Company shall notify the
Executive of the Economic Benefit determined under this Section 3.2 each Plan
Year.
3.3 Imputed Income. On an annual basis the Company shall impute to the
Executive in an amount equal to the Economic Benefit.
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ARTICLE 4
ASSIGNMENT
The Executive may assign without consideration all interests in the
Policies and in this Agreement to any person, entity or trust. In the event the
Executive transfers all of the Executive's interest in the Policies, then all of
the Executive's interest in the Policies and in the Agreement shall be vested in
the Executive's transferee, who shall be substituted as a party hereunder and
the Executive shall have no further interest in the Policies or in this
Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policies. Any
payments the Insurer makes or actions it takes in accordance with the Policies
shall fully discharge it from all claims, suits and demands of all entities or
persons. The Insurer shall not be bound by or be deemed to have notice of the
provisions of this Agreement.
ARTICLE 6
CLAIMS PROCEDURE
6.1 Claims Procedure. Any individual ("Claimant") who has not received
benefits under the Plan 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,
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(b) A reference to the specific provisions of the
Plan 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 Plan'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,
6
(b) A reference to the specific provisions of the
Plan 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,
(d) A statement of the Claimant's right to bring a
civil action under ERISA Section 502(a).
ARTICLE 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
8.2 No Guarantee of Service or of Employment. This Agreement is not a
contract for services or employment. It does not give the Executive the right to
remain in the service of the Company, to remain in employment with the Company,
nor does it interfere with the shareholders' rights to replace the Executive. It
also does not require the Executive to remain in the service or employment of
the Company nor interfere with the Executive's right to terminate services or
employment at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by and construed according to the laws of Mississippi, except to the
extent preempted by the laws of the United States of America.
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.
8.5 Notice. Any notice, consent or demand required or permitted to be
given under the provisions of this Split Dollar Agreement by one party to
another shall be in writing, shall be signed by the party giving or making the
same, and may be given either by delivering the same to
7
such other party personally, or by mailing the same, by United States certified
mail, postage prepaid, to such party, addressed to his or her last known address
as shown on the records of the Company. The date of such mailing shall be deemed
the date of such mailed notice, consent or demand.
8.6 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.
8.7 Administration. The Company shall have powers which are necessary
to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting for the
Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
8.8 Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under the Agreement. 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 ministerial duties to
qualified individuals
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
EXECUTIVE: THE PEOPLES BANK
____________________________ BY: ______________________________
IRA W. CARPENTER, JR.
TITLE: ____________________________
8
SPLIT DOLLAR POLICY ENDORSEMENT TO
THE PEOPLES BANK SPLIT DOLLAR AGREEMENT
ATTACHED TO POLICY NUMBER XXXXXXXX
ON THE LIFE OF IRA W. CARPENTER, JR.
The undersigned Owner requests that the above-referenced policy issued
by New York Life Insurance and Annuity Corporation ("Insurer") shall provide for
the following beneficiary designation and limited contract ownership rights to
the Insured:
1. Upon the death of the insured, proceeds shall be paid in one sum to
the Owner, its successors or assigns, to the extent of its interest in the
policy. It is hereby provided that the Insurer may rely solely upon a statement
from the Owner as to the amount of proceeds it is entitled to receive under this
paragraph.
2. Any proceeds at the death of the Insured in excess of the amount
paid under the provisions of the preceding paragraph shall be paid in one sum
to:
________________________________________________________________________________
PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
_______________________________________________________________________________.
CONTINGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
The exclusive right to change the beneficiary for the proceeds payable under
this paragraph, to elect any optional method of settlement for the proceeds paid
under this paragraph which are available under the terms of the policy and to
assign all rights and interests granted under this paragraph is hereby granted
to the Insured. The sole signature of the Insured shall be sufficient to
exercise said rights. The Owner retains all contract rights not granted to the
Insured under this paragraph.
3. It is agreed by the undersigned that this designation and limited
assignment of rights shall be subject in all respects to the contractual terms
of the policy.
4. Any payment directed by the Owner under this endorsement shall be a
full discharge of the Insurer, and such discharge shall be binding on all
parties claiming any interest under the policy.
The undersigned for the Owner is signing in a representative capacity and
warrants that he or she has the authority to bind the entity on whose behalf
this document is being executed.
This endorsement rescinds and supercedes any/all prior endorsements for this
policy. Signed at Biloxi, Mississippi, on this _____ day of ____________, 200__.
OWNER:
INSURED: THE PEOPLES BANK
___________________________ By _________________________________
IRA W. CARPENTER, JR.
Title ______________________________