Exhibit 10(i)
RABBI TRUST FOR THE
PEOPLES BANK
DIRECTORS' AND OFFICERS' DEFERRAL PLAN
CBIZ/BENMARK
1100 CIRCLE 75 PARKWAY, SUITE 300
ATLANTA, GEORGIA 30339
TELEPHONE: (770) 952-1529
FACSIMILE: (770) 952-8029
RABBI TRUST FOR PEOPLES BANK
DIRECTORS' AND OFFICERS' DEFERRAL PLAN
This Trust Agreement effective as of the 6th day of December, 2001 by and
between Peoples Bank having its principal place of business in North Carolina or
any successor corporation (hereinafter referred to as the, "Bank"), and Eastern
Bank & Trust Co., a banking corporation with its principal place of business in
Massachusetts (hereinafter referred to as the, "Trustee").
W I T N E S S E T H:
WHEREAS, Bank has adopted a non-qualified deferred compensation plan
(hereinafter referred to as the, "Benefit Plan"), such Benefit Plan has been
made effective as of the 1st day of January, 2002 and constitutes a
non-qualified deferred compensation plan, a copy of which is attached hereto as
Exhibit "A", fully incorporated herein by reference, and made a part hereof.
WHEREAS, Bank hereby establishes this Trust (hereinafter referred to as
the, "Trust") and to contribute to the Trust assets that shall be held therein,
subject to the claims of bank's creditors in the event of Bank's Insolvency, as
herein defined, until paid to Benefit Plan participants, and their beneficiaries
in such manner and at such times as specified in the Benefit Plan;
WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the
Benefit Plan as an unfunded plan, maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated Directors and Officers, for purposes of Title I of the Employee
Retirement Income Security Act of 1974 ("ERISA"), as amended;
WHEREAS, it is the intention of Bank to make contributions to the Trust
pursuant to the Benefit Plan (hereinafter referred to as the, "Contributions");
NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:
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SECTION I
ESTABLISHMENT OF TRUST
(a) This trust is hereby established as the Rabbi Trust for Peoples
Bank Directors' and Officers' Deferral Plan.
(b) Bank shall deposit, from time to time, the Contributions with
Trustee in trust, which shall become the principal of the Trust to be held,
administered and disposed of by Trustee as provided in this Trust Agreement.
(c) The Trust hereby established shall be irrevocable, but may be
amended as provided under (and only as provided under) Section XII.
(d) The Trust is intended to be a grantor trust, of which Bank is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.
(e) The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of Bank and shall be used exclusively for
the uses and purposes of Benefit Plan participants and general creditors as
herein set forth. Benefit Plan participants and their beneficiaries shall have
no preferred claim on, or any beneficial ownership interest in, any assets of
the Trust. Any rights created under the Benefit Plan and this Trust Agreement
shall be mere unsecured contractual rights of Benefit Plan participants and
their beneficiaries against the Trust. Any assets held by the Trust will be
subject to the claims of Bank's general creditors under federal and state law in
the event of Insolvency, as defined in Section III (a) herein.
(f) The Trustee shall be accountable for all property and Contributions
received, but the Trustee shall have no duty to see that the Contributions are
received pursuant to the Benefit Plan, nor shall the Trustee be obligated to
enforce or collect any Contribution from the Bank. Notwithstanding the
foregoing, in the event of a Change in Control, the Trustee shall have the right
to monitor, enforce and/or collect any Contributions due and owing from the Bank
or to give notice of any default in making Contributions to any person.
(g) The Trustee may not return to the Bank any excess assets that
remain in the Trust.
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SECTION II
PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES
(a) The Plan Participant shall deliver to the Bank a deferral and
election form, in accordance with the terms of the Benefit Plan, that directs
the deferrals, investments and payments of the Participant's Deferred
Compensation Account. The Bank shall make Contributions to the Trust in
accordance with said deferral and election form, and the Trustee shall make
investments and payments accordingly. A true and correct copy of said Peoples
Bank Directors' Deferral Plan Deferral and Payment Election Form is attached
hereto, marked Exhibit "A-1", and fully incorporated herein by reference.
Notwithstanding anything herein to the contrary, the Bank shall have the sole
discretion to direct the investments of the Rabbi Trust and shall direct the
Trustee accordingly.
(b) In accordance with said deferral and election form, the Bank shall
deliver to Trustee a schedule (the, "Payment Schedule") that indicates the
amounts payable in respect of each Benefit Plan participant (and his or her
beneficiaries), that provides a formula or other instructions acceptable to
Trustee for determining the amounts so payable, the form in which such amount is
to be paid (as provided for or available under the Benefit Plan), and the time
of commencement for payment of such amounts. The Trustee shall make payments in
accordance with said Payment Schedule.
(c) The Trustee shall, in accordance with the written instructions of
the Bank, withhold and report any federal, state or local taxes that may be
required to be withheld and reported with respect to the payment of benefits
pursuant to the terms of the Benefit Plan and shall pay amounts withheld to the
appropriate taxing authorities. In addition, the Trustee shall be authorized to
pay any federal, state or local taxes to any government body that presents a tax
deficiency notice to the Trustee with respect to income or assets of the Trust.
The Bank shall deliver to the Trustee each year a schedule which specifies the
amount of taxes to be withheld, if any, with respect to benefit payments to be
made hereunder. Trustee shall be entitled to rely conclusively on the written
instructions of Bank as to all tax reporting and withholding requirements.
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(d) The entitlement of a Benefit Plan participant or his or her
beneficiaries to benefits under the Benefit Plan shall be determined by the Bank
or such party (other than the Trustee) as it shall designate under the Benefit
Plan, and any claim for such benefits shall be considered and reviewed under the
procedures set out in the Benefit Plan.
SECTION III
TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO
TRUST BENEFICIARY WHEN BANK IS INSOLVENT
(a) Trustee shall cease payment of benefits to Benefit Plan
participants and their beneficiaries if the Bank is Insolvent. Bank shall be
considered "Insolvent" for purposes of this Trust Agreement if (i) Bank states
to it in writing that it is unable to pay its debts as they become due, or (ii)
Bank is subject to a pending proceeding as a debtor under the United States
Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section I (e) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of Bank under federal and state law as set forth
below.
(1) The Board of Directors and the Chief Executive Officer of Bank
shall have the duty to inform Trustee in writing of Bank's Insolvency. If a
person claiming to be a creditor of Bank alleges in writing to Trustee that Bank
has become Insolvent, Trustee shall determine whether Bank is Insolvent and,
pending such determination, Trustee shall discontinue payment of benefits to
Benefit Plan participants or their beneficiaries.
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(2) Unless trustee has actual knowledge of Bank's Insolvency, or
has received notice from Bank or a person claiming to be a creditor alleging
that Bank is Insolvent, Trustee shall have no duty to inquire whether Bank is
Insolvent. Trustee may in all events rely on such evidence concerning Bank's
solvency as may be furnished to Trustee and that provides Trustee with a
reasonable basis for making a determination concerning Bank's solvency. Trustee
shall have no liability for any payments to Benefit Plan participants or their
beneficiaries after the occurrence of an Insolvency but prior to its actual
knowledge thereof.
(3) If at any time Trustee has determined that Bank is Insolvent,
Trustee shall discontinue payments to Benefit Plan participants or their
beneficiaries and shall hold the assets of the Trust for the benefit of Bank's
general creditors. Nothing in this Trust Agreement shall in any way diminish any
rights of Benefit Plan participants or their beneficiaries to pursue their
rights as general creditors of bank with respect to benefits due under the
Benefit Plan or otherwise.
(4) Trustee shall resume the payment of benefits to Benefit Plan
participants or their beneficiaries in accordance with Section II of this
Agreement only after Trustee has determined that Bank is not (or is no longer)
Insolvent.
(c) Provided that there are sufficient assets, if Trustee discontinues
the payment of benefits from the Trust pursuant to Section III (b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Benefit
Plan participants or their beneficiaries under the terms of the Benefit Plan for
the period of such discontinuance, less the aggregate amount of any payments
made to Benefit Plan participants or their beneficiaries by Bank in lieu of the
payments provided for hereunder during any such period of discontinuance.
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SECTION IV
PAYMENTS TO BANK
The Trustee may not return to the Bank any excess assets that remain in
the Trust. If there are any assets remaining in the Trust after all required
distributions are made, the excess assets shall be distributed in a pro rata
share based on account balance to each participant participating in the Plan
within the twelve (12) months prior to Plan termination.
SECTION V
TRUSTEE'S POWERS AND PARTICIPANT DIRECTED ACCOUNTS
(a) In accordance with the terms of the Benefit Plan, the Bank may
allow each participant to control and direct the investments of the
participant's accounts. If participant directed accounts are allowed, the Bank
may select a diversified group of investments to offer to the participants. All
investment direction shall be made in writing by the participant to the Bank.
The Trustee shall not be liable for any loss, or by any reason of any breach,
which results from the participant's controlling and directing investments in
his account and shall not be under any duty to advise a participant or
beneficiary with respect to any investment. Each participant shall be informed
of his right to direct the investment of his account and of the procedures
regarding directed investments. If such participant does not elect an
investment method, the Trustee shall invest the participant's accounts as
directed by the Bank.
(b) Subject to the foregoing, Trustee shall have the following powers
and authority in the administration of the assets of the Trust, in addition to
those vested in it elsewhere in this Trust Agreement or by law:
(i) Subject to investment direction issued by Bank or the
participant, to invest and reinvest the assets of the Trust, without distinction
between principal and income, in any kind of property, real, personal or mixed,
tangible or intangible, and in any kind of investment, security or obligation
suitable for the investment of Trust assets, including federal, state and
municipal tax-free obligations and other tax-free investment vehicles, insurance
policies and
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annuity contracts, and any common trust fund, group trust, pooled fund, or other
commingled investment fund maintained by the Trustee or any other bank or entity
for trust investment purposes in which the Trust is eligible to invest and the
provisions governing such fund shall be part of the Trust Agreement as though
fully restated herein;
(ii) To purchase, and maintain as owner, a life insurance policy
or policies with respect to participants; provided; however; that the Trustee
shall not be required to purchase or take any action under a life insurance
policy or policies with respect to participants unless directed to do so by the
Bank, which shall designate the face amount of said policy or policies, the
terms of the policy or policies and the insurance company;
(iii) To sell for cash or on credit, to grant options, convert,
redeem, exchange for other securities or other property, or otherwise to dispose
of, any security or other property at any time held except that the Trustee
shall have no right or obligation to take any action with respect to any
insurance contract or policy unless so directed by the Bank;
(iv) At the direction of the Bank, to settle, compromise or submit
to arbitration, any claims, debts or damages, due to or owning to or from the
Trust, to commence or defend suits or legal proceedings and to represent the
Trust in all suits or legal proceedings provided, however, the Trustee shall not
be expected or required to undertake any of the foregoing unless there are
sufficient assets in the Trust with which to do so, or the Trustee has received
assurances by a party to this Trust, satisfactory to the Trustee, of the payment
or reimbursement of the expenses connected therewith;
(v) To exercise any conversion privilege (other than conversion
privileges with respect to any insurance policy, which shall be exercised only
upon direction of the Bank, and/or subscription right available in connection
with securities or other property at any time held, to oppose or to consent to
the reorganization, consolidation, merger or readjustment of the finances of any
corporation, bank or association or to the sale, mortgage, pledge or lease of
the property of any corporation, bank or association any of the securities of
which may at any time be held and to do any act with reference thereto,
including the exercise of options, making of agreement or subscription, which
may be deemed necessary or advisable in connection therewith, and to hold and
retain any securities or other properties so acquired;
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(vi) To hold cash uninvested for a reasonable period of time under
the circumstances without liability for interest, pending investment thereof or
the payment of expenses or making distributions therewith;
(vii) To form corporations and to create trusts to hold title to
any securities or other property, all upon such terms and conditions as may be
deemed advisable;
(viii) To employ suitable agents and counsel and to pay their
reasonable expenses and compensation;
(ix) To register any securities held hereunder in the name of the
Trustee or in the name of a nominee with or without the addition of words
indicating that such securities are held in a fiduciary capacity and to hold any
securities in bearer form and to combine certificates representing such
securities with certificates of the same issue held by Trustee in other
fiduciary or representative capacities, or to deposit securities in any
qualified central depository where such securities may be held in bulk in the
name of the nominee of such depository with securities deposited by other
depositors, or deposit securities issued by the United States Government, or any
agency or instrumentality's thereof, with a Federal Reserve Bank;
(x) To make, execute and deliver, as Trustee, any and all
conveyances, contracts, waivers, releases or other instruments in writing
necessary or proper for the accomplishment of any of the foregoing powers;
(xi) To have any and all other powers or authority, under the laws
of the state in which the Trustee's principal executive offices are located,
relevant to performance in the capacity as Trustee; and
(xii) To settle, compromise or submit to arbitration, any claims,
debts or damages, due or owing to or from the Trust, to commence or defend
suits or legal proceedings and to represent the Trust in all suits or legal
proceedings; provided, however, the Trustee shall not be expected or required to
undertake any of the foregoing unless there are sufficient assets in the Trust
with which to do so, or the Trustee has received assurances by a party to this
Trust, satisfactory to the Trustee, of the payment or reimbursement of the
expenses connected therewith.
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SECTION VI
DISPOSITION OF INCOME
During the term of this Trust, all income received by the Trust, net of
distribu-tions, expenses and taxes, shall be accumulated and reinvested.
SECTION VII
ACCOUNTING BY TRUSTEE
Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between Bank
and Trustee. Trustee shall retain CBIZ/Benmark or such other administrator as
the Bank may direct to provide these services. Within ninety (90) days following
the close of each calendar year and within sixty (60) days after the removal or
resignation of Trustee, Trustee shall deliver to Bank a written account of its
administration of the Trust during such year or during the period from the close
of the last preceding year to the date of such removal or resignation, setting
forth all investments, receipts, disbursements and other transactions effected
by it, including a description of all securities and investments purchased and
sold with the cost or net proceeds of such purchases or sales (accrued interest
paid or receivable being shown separately), and showing all cash, securities and
other property held in the Trust at the end of each year or as of the date of
such removal or resignation, as the case may be.
SECTION VIII
RESPONSIBILITY OF TRUSTEE
(a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such
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matters would use in the conduct of an enterprise of a like character and with
like aims, provided, however, that Trustee shall incur no liability to any
person for any action taken pursuant to a direction, request or approval given
by Bank which is contemplated by, and in conformity with, the terms of the
Benefit Plan or this Trust and is given in writing by Bank. In the event of a
dispute between Bank and a party, Trustee may apply at the expense of the Trust
to a court of competent jurisdiction (located in Massachusetts, if possible) to
resolve the dispute.
(b) Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of the duties or obligations hereunder.
(c) Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is acquired or held at the
direction of Bank as an asset of the Trust, Trustee shall have no power to name
a beneficiary of the policy other than the Trust, to assign the policy other
than to a successor Trustee, or to loan any person (including Bank) the proceeds
of any borrowing against such policy.
(d) Notwithstanding any powers granted to Trustee pursuant to this
Agreement or to applicable law, Trustee shall not have any power that could give
this Trust the objective of carrying on a business and dividing the gains
therefrom, within the meaning of Section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
(e) Trustee shall be entitled to conclusively rely upon written notice,
direction, instruction, certificate or other communication believed by it to be
genuine and to be signed by the proper person or persons.
(d) Nothing contained in this Trust Agreement shall require Trustee to
risk or expend its own funds in the performance of its duties hereunder. In the
acceptance and performance of its duties hereunder, Trustee acts solely as
Trustee of the Trust and not in its individual capacity, and all persons, other
than Bank, having any claim against Trustee related to this Trust Agreement or
the actions or agreements of Trustee contemplated hereby shall look solely to
the Trustee for the payment or satisfaction thereof, except to the extent that
Trustee has engaged in
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willful misconduct or gross negligence, or Trustee has willfully breached its
obligation under this Trust Agreement.
(g) Trustee shall not be responsible for determining whether a Change
in Control (as hereinafter defined) has occurred. Bank will notify Trustee of
the occurrence of a Change in Control, and Trustee shall be entitled to rely
conclusively upon such notification for all purposes of a Change in Control
hereunder without any liability or further duty with respect thereto.
(h) Any amendment or amendments that are or may be made to the Benefit
Plan shall not increase the Trustee's duties hereunder without the express
written consent of the Trustee.
SECTION IX
COMPENSATION AND EXPENSES OF TRUSTEE
Bank shall pay all administrative and Trustee's fees and expenses. If not
paid by Bank, the fees and expenses shall be paid from the Trust.
SECTION X
RESIGNATION AND REMOVAL OF TRUSTEE
(a) Trustee may resign at any time by written notice to Bank, which
shall be effective sixty (60) days after receipt of such notice unless Bank and
Trustee agree otherwise, whether or not a successor has been appointed and
qualifies. Trustee shall pay or deliver property to the successor Trustee or
Bank (in further trust, pending the appointment of a successor) as the case may
be, at the end of such period.
(b) Trustee may be removed by Bank on sixty (60) days notice to Trustee
or upon shorter notice accepted by Trustee. A successor Trustee may be removed
by Bank on ninety (90) days notice to such successor Trustee or upon shorter
notice accepted by the successor Trustee.
(c)(1) If, at the time of a Change in Control (as defined herein), the
then acting Trustee is an individual or entity, not independent of the Bank, the
Board of Directors of the Bank, as in existence immediately prior to the Change
in Control, shall designate an independent third party
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with corporate trustee powers to act as successor Trustee and upon such
appointment, the Trustee acting prior to such Change in Control shall resign.
The successor Trustee appointed by the Board of Directors may not be removed by
the Bank for two (2) years following the date of such Change in Control.
(2) If, at the time of a Change in Control (as defined herein), the
Trustee is, other than serving as Trustee hereunder, an independent party with
respect to the Bank, Trustee may not be removed by Bank for the two (2) years
following the date of such a Change in Control. Such Trustee also may not be
removed by Bank in anticipation of a Change in Control.
(d) If Trustee resigns at any time following a Change in Control, or if
Trustee is removed by Bank at any time following the expiration of the two (2)
year period (as described in Subpart (c) above) following a Change in Control,
the President of the Bank, as in existence immediately prior to a Change in
Control, shall select a successor Trustee in accordance with the provisions of
XI (a) hereof and such selection shall be made on or before the effective date
of Trustee's resignation or removal. In all other instances of resignation or
removal, Bank shall select a successor Trustee in accordance with the provisions
of XI (a) hereof, with such selection being made on or before the effective date
of Trustee's resignation or removal.
(e) Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be promptly transferred to the
successor Trustee, in accordance with sub-section (a) hereof.
(f) If Trustee resigns or is removed under paragraph (a), (b), or (d)
of this Section X, a successor shall be appointed in accordance with Section XI
hereof, with such selection being made on or before the effective date of
resignation or removal. If no such appointment has been made, Bank or Trustee
(as applicable) may apply to a court of competent jurisdiction for appointment
of a successor or for instructions. Should the Trustee be required to apply to
a court of competent jurisdiction for such purpose, all expenses of Trustee in
connection with the proceeding shall be allowed as administrative expenses of
the Trust.
SECTION XI
APPOINTMENT OF SUCCESSOR
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(a) If Trustee resigns or is removed pursuant to the provisions of
Section X hereof, Bank may appoint any third party, such as a bank trust
department or other party that may be granted corporate trustee powers under
state law, to serve as successor Trustee hereunder. The appointment of a
successor Trustee shall be effective when accepted in writing by the new
trustee. The new Trustee shall have all of the rights and powers of the former
Trustee, including ownership rights in the Trust assets. The former Trustee
shall execute any instrument necessary or reasonably requested by the successor
Trustee to evidence the transfer.
(b) The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections VII and VIII hereof. The successor Trustee shall not be responsible
for and Bank shall indemnify and defend the successor trustee from any claim or
liability resulting from any action or inaction of any prior Trustee from any
other past event, or any condition existing at the time it becomes successor
Trustee.
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SECTION XII
AMENDMENT OR TERMINATION
(a) This Trust Agreement may be amended by a written instrument
executed by Trustee and Bank. Notwithstanding the foregoing, no such amendment
shall conflict with the terms of the Benefit Plan or shall make the Trust
revocable.
(b) The Trust shall not terminate until Benefit Plan participants and
their beneficiaries are no longer entitled to any benefits pursuant to the terms
of the Benefit Plan. Upon termination of the Trust any assets remaining in the
Trust shall be distributed as directed in Section IV herein, but in no event
shall any assets be returned to the Bank. Notwithstanding the foregoing, if at
any time prior to the termination of the Trust pursuant to the provisions set
forth herein, the Trust has distributed its entire corpus, the Trust shall
terminate unless within sixty (60) days of notification to the Bank by trustee
that all assets of the Trust have been distributed, the Bank makes additional
contributions to the Trust for purposes of paying the benefits set forth herein.
(c) All assets in the Trust at termination shall, after payment of all
amounts due to Trustee and all fees, taxes, expenses chargeable to the Trust, be
distributed as directed in Section IV herein, but in no event shall any assets
be returned to the Bank.
(d) Section(s) I (one), II (two), VI (six), X (ten) and XII (twelve) of
this Trust Agreement may not be amended by Bank (i) in anticipation of or (ii)
for two (2) years following a Change of Control, as defined herein.
SECTION XIII
MISCELLANEOUS
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Benefit Plan participants and their
beneficiaries under this Trust Agreement may not be anticipated, assigned
(either at law or in equity), alienated, pledged,
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encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.
(c) This Trust Agreement shall be governed by and constructed in
accordance with the laws of the Commonwealth of Massachusetts. Nothing in this
Trust Agreement shall be construed to subject the Trust to the Employee
Retirement Income Security Act of 1974, as amended.
(d) For purposes of this Trust, Change in Control shall mean any one of
the following with respect to (i) the Bank or any successor thereto:
(i) any merger, consolidation or reorganization where the
Bank that is the participant's employer (or that the participant is a director
of) is not the consolidated or surviving entity;
(2) any acquisition of more than fifty percent (50%) of the
stock of the Bank that is the participant's employer (or that the participant is
a director of) by a third party or parties;
(3) any transfer of all or substantially all of the assets of
the Bank that is the participant's employer (or that the participant is a
director of) to a third party or parties; or
(4) Any conversion from a mutually owned Bank to stock
ownership.
(e) The Bank shall be required to notify the Trustee of a Change in
Control or imminent Change in Control (for these purposes, a Change in Control
shall be imminent if it shall occur within sixty (60) days from the date of said
notice). The Trustee shall not be charged with actual knowledge of a Change in
Control until it has received notice, in writing, of such Change in Control or
imminent Change in Control.
(f) Every direction or notice authorized hereunder shall be deemed
delivered to the Bank or the Trustee as the case may be:
(i) on the date it is personally delivered to the Bank or the
Trustee at its respective principal executive offices, or
(ii) three (3) business days after it is sent by registered
or certified mail, postage prepaid, addressed to the Bank, the Trustee or the
Benefits Determiner at such principal executive offices.
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(g) The Trustee shall be fully protected in relying upon a
certification of an authorized representative of the Bank with respect to any
instruction, direction or approval of the Bank required or permitted hereunder,
and protected also in relying upon the certification until a subsequent
certification is filed with the Trustee. The Trustee shall be fully protected
in acting upon any instrument, certificate, or paper believed by it to be
genuine and to be signed or presented by the proper person or persons, and the
Trustee shall be under no duty to make any investigation or inquiry as to any
statement contained in any such writing, but may accept the same as conclusive
evidence of the trust and accuracy contained therein.
(h) Communications under this Agreement shall be in writing and shall
be sent to the following addresses:
Trustee: Thomas A. Nussbaum
Eastern Bank & Trust Co.
2 Adams Place, AP06
Quincy, MA 02169-7456
Bank: Peoples Bank
218 S. Main Avenue
Newton, North Carolina 28658-0467
Benefits CBIZ/Benmark
Determiner: 1100 Circle 75 Parkway, Suite 300
Atlanta, Georgia 30339
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(i) This Trust Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
shall together constitute only one agreement.
SECTION XIV
EFFECTIVE DATE
The effective date of this Trust Agreement shall be the 6th day of
December, 2001.
IN WITNESS WHEREOF, this instrument has been executed as of the day and
year first above written.
ATTEST: PEOPLES BANK
By: /s/ Tony W. Wolfe
- ------------------------ ------------------------------------
- ------------------------ ------------------------------------
(Title)
ATTEST: EASTERN BANK & TRUST CO.
/s/ Debbie Entrekin By: /s/ Thomas A. Hussbaum
- ------------------------ ------------------------------------
(Trustee)
- ------------------------
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