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Exhibit 10(i)
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
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This is a Supplemental Retirement Benefit it Agreement entered into at
Sandusky, Ohio, effective as of December 1, 1989, by and between The Citizens
Banking Company, a corporation duly organized and existing under the laws of the
State of Ohio (hereinafter called the "Company"), and Donald E. Gosser
(hereinafter called "Executive"), the Company and Executive being collectively
referred to as "Parties". This Agreement is entered into by the Company pursuant
to the authority granted by the Board of Directors of the Company through
Resolution dated January 16, 1990, and a determination by the President and
Chief Executive officer of the Company that Executive is an officer and highly
compensated employee of the Company to whom the benefits of this Agreement
should be extended.
SECTION I
AGREEMENT OF THE PARTIES
The sole purpose of this Agreement is to provide for the
supplementation of Executive's retirement benefits, as set forth in Section II,
below, in consideration for which Executive agrees to serve in the employ of the
Company as an Executive having such duties as are designated from time to time
by the Board of Directors, and to faithfully perform those duties to the best of
his ability, devoting his entire time and effort for the profit, benefit and
advantage of the business of the Company.
SECTION II
SUPPLEMENTAL RETIREMENT BENEFITS
In recognition of Executive's past service to the Company and in
consideration of such future service as Executive may provide the Company, the
Company shall supplement benefits which Executive and/or Executive's beneficiary
are entitled to receive, and do receive, according to provisions of the Pension
Plan for
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Employees of First Citizens Bank Corp and its affiliates, as from time to time
amended (hereinafter called the "Pension Plan"), as follows:
1. Upon commencement of payment of a form of benefit pursuant to
the provisions of the Pension Plan to Executive or Executive's
beneficiary, the Company will supplement such benefit from the
general funds of the Company, in such amount, if any, as is
necessary to provide a total, supplemented, retirement benefit
equal to that which Executive or Executive's beneficiary, as
the case may be, would have received pursuant to the
provisions of the Pension Plan, as in existence prior to
December 1, 1989 but reduced by such amount as will reflect
the additional benefit received by Executive or Executive's
beneficiary, resulting from the additional contributions made
by the Company for the Executive's benefit to The Citizens
Banking Company Savings and Retirement Plan Contract No.
JK60794 (hereinafter called "410(K) Plan") pursuant to the
revisions made by Company to such 401(K) Plan effective
January 1, 1990. This is due to the benefit formula of Pension
Plan being revised to comply with Section 401(l) of the
Internal Revenue Code of 1986. The total, supplemented,
retirement benefit shall be the sum of that amount received by
Executive or Executive's beneficiary from the Pension Plan and
the amount paid by the Company pursuant to the Agreement.
2. The commencement date for benefits, the form of benefits, and
all computations under this Agreement shall be governed by the
provisions of the Pension Plan and the election(s) which
Executive or Executive's beneficiary may make thereunder. To
the extent that supplemental retirement benefits are payable
under this Agreement, such payments shall commence and
continue as a supplement to and for the duration of benefits
to which Executive or Executive's beneficiary are entitled to
receive, and do receive, according to the provisions of the
Pension Plan.
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SECTION III
OTHER BENEFITS
Nothing in this Agreement shall be construed to affect Executive's
right to participate in any Company-sponsored benefit plan, qualified or
unqualified, according to the terms of such plan(s).
SECTION IV
PENSION PLAN AMENDMENT
Nothing in this Agreement shall in any way alter, limit or preclude the
right or ability of the Company to terminate or amend the Pension Plan so as to
eliminate, reduce, or otherwise change any benefit payable thereunder; provided,
however, no such amendment effective after the date benefits are payable under
this Agreement shall affect Executive's or Executive's beneficiary's right to
receipt thereof.
SECTION V
TERM OF AGREEMENT
This Agreement shall commence on December 1. 1989, and shall continue
in effect until the termination of Executive's employment with the Company, by
retirement, death, disability, resignation, or otherwise. Executive's rights
and/or the rights of Executive's beneficiary to supplemental benefits under this
Agreement, if any, whether due at the date of such termination or at a later
date, shall be determined as of such date of termination.
SECTION VI
DISCLAIMER
Nothing contained in this Agreement shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
company and Executive, his beneficiary, or any other person.
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The rights accruing to Executive or his beneficiary under this
Agreement shall be solely those of an unsecured creditor of the Company.
This Agreement shall not be construed as granting or recognizing
Executive's right to continued employment, any such right being hereby expressly
disclaimed.
SECTION VII
ASSIGNMENT
Neither Executive nor any beneficiary of Executive shall have the right
to assign or otherwise transfer any right to receive benefits provided herein.
SECTION VIII
MODIFICATION
This Agreement may not be modified or amended orally or by either party acting
alone, but may be modified or amended only by the written agreement of the
Company and Executive.
SECTION IX
ARBITRATION
Any controversy or claim arising out of or relating to this Agreement
shall be settled by arbitration in accordance with the rules then obtaining of
the American Arbitration Association.
SECTION X
BINDING EFFECT
The terms and conditions of this Agreement shall be binding upon the
respective heirs, executors, administrators, successors and assigns of the
Parties hereto.
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IN WITNESS WHEREOF, the Parties have executed this
Agreement effective as of December 1. 1989.
THE CITIZENS BANKING COMPANY
By: /s/ Lowell W. Leech
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President & Chief Executive Officer
EXECUTIVE
/s/ Donald E. Gosser
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Donald E. Gosser
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