EXHIBIT 10.2
GROUP TERM CARVE OUT PLAN
AMENDED SPLIT DOLLAR POLICY ENDORSEMENT
THE CORTLAND SAVINGS AND BANKING COMPANY
POLICY NO. 85998027 INSURED: Stephen A.Telego, Sr.
Supplementing and amending the application of The Cortland Savings and
Banking Company (the "Bank") on January 5, 2001 to Great-West Life & Annuity
Insurance Company (the "Insurer"), the applicant requests and directs that:
BENEFICIARIES
1. The beneficiary designated by the Insured, or his/her transferee shall
be the beneficiary of one of the following death benefit amounts, subject to the
provisions of paragraph 5 below:
(a) Pre-Retirement Death Benefit. If the Insured/Participant was employed
by the Bank at the time of death, the death benefit shall be the
lesser of : (1) two times the Participant's Base Annual Salary
(defined in the Cortland Savings and Banking Company Group Term Carve
Out Plan dated as of February 23, 2001, as amended (the "Plan")), less
$50,000; or (2) $350,000.
(b) Post-Retirement Death Benefit. If the Insured/Participant was no
longer employed by the Bank at the time of death, but terminated
within one year after a Change of Control (defined in the Plan) or
terminated due to Disability (defined in the Plan) or on or after
Early Retirement Age (defined in the Plan), the death benefit shall be
the lesser of: (1) one times the Participant's Base Annual Salary
(defined in the Plan); or (2) $500,000.
The Insurer may rely on a certificate issued by an authorized officer of
the Bank for a determination of the amount equal to one or two times Base Annual
Salary of the Insured.
2. The beneficiary of any remaining death proceeds shall be The Cortland
Savings and Banking Company, an Ohio-chartered, FDIC-insured member bank with
its main offices in Cortland, Ohio.
OWNERSHIP
3. The Owner of the Policy shall be the Bank. The Owner shall have all
ownership rights in the Policy except as may be specifically granted to the
Insured or his/her transferee in paragraph (4) of this endorsement.
4. The Insured or his/her transferee shall have the right to assign all
rights and interests in the Policy with respect to that portion of the death
proceeds designated in paragraph
(1) of this endorsement, and to exercise all settlement options with respect to
such death proceeds.
5. Notwithstanding the provisions of paragraph (4) above, the Insured or
the Insured's transferee shall have no rights or interests in the Policy with
respect to that portion of the death proceeds designated in paragraph (1) of
this endorsement if any of the following events occur:
(a) If the Insured/Participant is Terminated for Cause (as defined in the
Plan).
(b) If the Insured/Participant's employment with the Bank is terminated
prior to Early Retirement Age (as defined in the Plan), for reasons
other than Disability (as defined in the Plan) or Change of Control
(as defined in the Plan).
(c) If the Insured/Participant terminates employment due to Disability
(defined in the Plan) and thereafter becomes gainfully employed with
an entity other than the Bank.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
6. Upon the death of the Insured, the interest of any collateral assignee
of the Owner of the Policy designated in paragraph (3) above shall be limited to
the portion of the proceeds described in paragraph (2) above.
OWNER'S AUTHORITY
7. The Insurer is hereby authorized to recognize the Owner's claim to
rights hereunder without investigating the reason for any action taken by the
Owner, including the Owner's statement of the amount of premiums the Owner has
paid on the Policy. The signature of the Owner shall be sufficient for the
exercise of any rights under this Endorsement and the receipt of the Owner for
any sums received by it shall be a full discharge and release to the Insurer.
The Insurer may rely on a sworn statement in form satisfactory to it furnished
by the Owner, its successors or assigns, as to their interest and any payments
made pursuant to such statement shall discharge the Bank accordingly.
8. Any transferee's rights shall be subject to this Endorsement.
9. The Owner accepts and agrees to this split dollar endorsement.
PRIOR ENDORSEMENTS ARE SUPERSEDED
10. This Amended Split Dollar Policy Endorsement supersedes any and all
endorsements previously executed by the undersigned Insured under the Plan with
respect to the above-referenced Policy.
DEATH BENEFIT FORMULA SUPERSEDES THE PLAN FORMULA
11. Death benefits payable under the Plan and this endorsement to the
beneficiary(ies) designated by the Insured shall be calculated solely by
reference to the pre-retirement death benefit formula and the post-retirement
death benefit formula stated in paragraph (1) of this endorsement,
notwithstanding that the Plan may provide for a different calculation or
formula.
SIGNATURES
The undersigned is signing in a representative capacity on behalf of the
Bank and warrants that he or she has the authority to bind the entity on whose
behalf this document is being executed.
Signed by the Bank at Cortland, Ohio, this ______ day of ________________ ,
200__.
THE CORTLAND SAVINGS AND BANKING COMPANY
By:
---------------------------------
Its:
--------------------------------
ACCEPTANCE AND BENEFICIARY DESIGNATION
The Insured accepts and agrees to the foregoing and, subject to the rights
of the Owner as stated above, designates (relationship:
_____________________________________________________) as primary
beneficiary(ies) and (relationship:
_____________________________________________________ ) as secondary/contingent
beneficiary(ies) of the portion of the proceeds described in paragraph (1)
above.
Signed by the Insured at , Ohio, this ______ day of ________________ ,
200__.
INSURED
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Stephen A. Telego, Sr.