FORM OF
ST. ▇▇▇▇▇▇'▇ FEDERAL SAVINGS BANK
GROUP TERM CARVE-OUT PLAN
THIS PLAN, hereby made effective this _____ day of __________________
2004 (the "Effective Date"), by and between ST. ▇▇▇▇▇▇'▇ FEDERAL SAVINGS BANK, a
national banking association located in Philadelphia, Pennsylvania (the "Bank"),
and the Participant (the "Participant") selected to participate in this Plan,
intending to be legally bound hereby.
INTRODUCTION
The Bank wishes to attract, retain and reward highly qualified
executives. To further this objective, the Bank is willing to divide the death
proceeds of certain life insurance policies which are owned by the Bank on the
lives of the participating executives with the designated beneficiary of each
insured participating executive. The Bank will pay the life insurance premiums
from its general assets.
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1 "Base Annual Salary" means the Participant's basic annual salary as
of each January 1st, exclusive of special payments such as bonuses or
commissions, but including any salary reductions made in accordance with
Sections 125 or 401(k) of the Code.
1.2 "Change in Control" means any of the following:
(A) the control of voting proxies whether related to
stockholders or mutual members by any person, other than the Board of
Directors of the Bank, to direct more than 25% of the outstanding
votes of the Bank, the control of the election of a majority of the
Bank's directors, or the exercise of a controlling influence over the
management or policies of the Bank by any person or by persons acting
as a group within the meaning of Section 13(d) of the Exchange Act;
OWNER:
ST. ▇▇▇▇▇▇'▇ FEDERAL SAVINGS BANK
By: ______________________________ By: ________________________________
(Signature) (Signature)
______________________________ ________________________________
(Printed) (Printed)
Title: ______________________________ Title: ________________________________
(B) an event whereby the OTS, FDIC or any other department,
agency or quasi-agency of the federal government cause or bring about,
without the consent of the Bank, a change in the corporate structure
or organization of the Bank;
(C) an event whereby the OTS, FDIC or any other agency or
quasi-agency of the federal government cause or bring about, without
the consent of the Bank, a taxation or involuntary distribution of
retained earnings or proceeds from the sale of securities to
depositors, borrowers, any government agency or organization or civic
or charitable organization; or
(D) a merger or other business combination between the Bank and
another corporate entity whereby the Bank is not the surviving entity.
In the event that the Bank shall convert in the future from
mutual-to-stock form, the term "Change in Control" shall also refer to:
(E) the sale of all, or substantially all, of the assets of the
Bank or the Parent;
(F) the merger or recapitalization of the Bank or the Parent
whereby the Bank or the Parent is not the surviving entity;
(G) a change in control of the Bank or the Parent, as otherwise
defined or determined by the Office of Thrift Supervision or
regulations promulgated by it; or
(H) the acquisition, directly or indirectly, of the beneficial
ownership (within the meaning of that term as it is used in Section
13(d) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder) of twenty-five percent (25%) or
more of the outstanding voting securities of the Bank or the Parent by
any person, trust, entity or group. The term "person" means an
individual other than the Executive, or a corporation, partnership,
trust, Bank, joint venture, pool, syndicate, sole proprietorship,
unincorporated organization or any other form of entity not
specifically listed herein.
Notwithstanding anything else to the contrary set forth in this
Agreement, if (i) an agreement is executed by the Company providing for any of
the transactions or events constituting a Change in Control as defined herein,
and the agreement subsequently expires or is terminated without the transaction
or event being consummated, and (ii) Executive's employment did not terminate
during the period after the agreement and prior to such expiration or
termination, for purposes of this Agreement it shall be as though such agreement
was never executed and no Change in Control event shall be deemed to have
occurred as a result of the execution of such agreement.
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Furthermore, the conversion of the Company from a mutual to a stock form
of ownership, whether a mutual holding company or a full stock company, would
not be considered a Change in Control for purpose of this Agreement.
1.3 "Code" means the Internal Revenue Code of 1986, as amended.
1.4 "Company" means St. Edmond's Federal Savings Bank of Philadelphia,
Pennsylvania.
1.5 "Disability" means the Participant's suffering a sickness, accident
or injury which has been determined by the carrier of any group disability
insurance policy provided by the Bank or made available by the Bank to its
employees and covering the Participant, or by the Social Security
Administration, to be a disability rendering the Participant totally and
permanently disabled. The Participant must submit proof to the Bank of the
carrier's or Social Security Administration's determination upon the request of
the Bank.
1.6 "Insured" means the individual whose life is insured.
1.7 "Insurer" means the insurance company issuing the life insurance
policy on the life of the insured.
1.8 "Normal Retirement Age" means the Participant's 65th birthday.
1.9 "Participant" means the employee who is designated by the Board of
Directors as eligible to participate in the Plan, elects in writing to
participate in the Plan using the form attached hereto as Exhibit A, and signs a
Split Dollar Endorsement for the Policy in which he or she is the Insured.
1.10 "Policy" or "Policies" means the individual insurance policy (or
policies) adopted by the Board of Directors for purposes of insuring a
Participant's life under this Plan, including any group term life insurance
policy for which the premium is paid by the Bank.
1.11 "Plan" means this instrument, including all amendments thereto.
1.12 "Plan Year" means, for the first year, the period from the
Effective Date through October 31, 2004. Thereafter, "Plan Year" means each
twelve month period commencing on November 1st and ending on October 31st of the
following calendar year.
1.13 "Termination of Employment" means that the Participant ceases to
be employed by the Bank for any reason whatsoever other than by reason of a
leave of absence which is approved by the Bank. For purposes of this Plan, if
there is a dispute over the employment status of the Participant or the date of
the Participant's Termination of Employment, the Bank shall have the sole and
absolute right to decide the dispute.
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1.14 "Vested Insurance Benefit" means the Bank will provide the
Participant with continued insurance coverage from the date of vesting until
death, subject to the forfeiture provisions detailed in Section 5.2 and Article
8. Article 5 explains how a Participant achieves vested status.
1.15 "Years of Service" means the number of consecutive twelve (12)
month periods of continuous employment with the Bank, including leaves of
absences approved by the Bank.
Article 2
Participation
2.1 Eligibility to Participate. The Board of Directors in its sole
discretion shall designate from time to time Participants that are eligible to
participate in this Plan. The Board may delegate this authority to management.
2.2 Participation. The eligible executive may participate in this Plan
by executing an Election to Participate (Exhibit A) and a Split Dollar
Endorsement. The Split Dollar Endorsement shall bind the Participant and his or
her beneficiaries, assigns and transferees, to the terms and conditions of this
Plan. A Participant's participation is limited to only Policies where he or she
is the Insured. Exhibit A sets forth the information about the Policy or
Policies and maximum Participant benefit under the Plan.
2.3 Termination of Participation. A Participant's rights under this
Plan shall cease and his or her participation in this Plan shall terminate if
one of the following events occur: (1) the Participant's employment with the
Bank is terminated prior to the Participant meeting any of the criteria for a
Vested Insurance Benefit under Section 5.1, or (2) the Plan or any Participant's
rights under the Plan are terminated in accordance with Sections 5.2 or 12.1 of
this Plan. In the event that the Bank decides to maintain the Policy after the
Participant's termination of participation in the Plan, the Bank shall be the
direct beneficiary of the entire death proceeds of the Policy. The Bank may
document the Participant's termination from the Plan by indicating the date of
termination on Exhibit A. However, the Bank's failure to do so will not be
deemed evidence of Participant's continued participation in the Plan.
Article 3
Premium Payments
The Bank shall pay all premiums due on all Policies under this Plan.
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Article 4
Policy Ownership/Interests
4.1 Bank Ownership. The Bank shall own the Policies and shall have the
right to exercise all incidents of ownership and, subject to Article 7, the Bank
may terminate a Policy without the consent of the Insured. With respect to each
Policy, the Bank shall be the direct beneficiary of an amount of death proceeds
equal to the greatest of: (1) the cash surrender value of the policy; (2) the
aggregate premiums paid on the Policy by the Bank less any outstanding
indebtedness to the Insurer; or (3) the amount in excess of the Participant's
interest specified in Section 4.2. If the Bank owns more than one policy on a
Participant, the Policies shall be aggregated with respect to item (3) of this
paragraph.
4.2 Participant's Interest. If applicable, the Participant, or the
Participant's assignee, shall have the right to designate the beneficiary of the
death proceeds of the Policy as specified in Section 4.2.1 or 4.2.2. The
Participant shall also have the right to elect and change settlement options by
providing written notice to the Bank and the Insurer.
4.2.1 Death Prior to Termination of Employment. If the
Participant dies while employed by the Bank, the Participant's
beneficiary shall be entitled to a benefit equal to two and
five-tenths (2.5) times the deceased Participant's Base Annual Salary
at the date of death; but not in excess of the maximum benefit amount
specified in Exhibit A.
4.2.2 Death After Termination of Employment. If, pursuant to
Article 5, a terminated Participant has a Vested Insurance Benefit at
the date of death, the Participant's beneficiary shall be entitled to
a benefit equal to one and five-tenths (1.5) times the Participant's
last Base Annual Salary but not in excess of the maximum benefit
amount specified in Exhibit A. If the terminated Participant has not
achieved a Vested Insurance Benefit, the Participant's beneficiary
will not be entitled to a benefit under this Plan.
Article 5
Vesting
5.1 Vested Insurance Benefit. The Participant shall have a Vested
Insurance Benefit equal to the amount specified in Section 4.2 at the earliest
of the following events:
5.1.1 Remaining in continuous employment with the Bank until
age 65;
5.1.2 Remaining in continuous employment with the Bank until
the Participant has completed three (3) Years of Service.
5.1.3 Termination of Employment due to Disability;
5.1.4 Being employed by the Bank at the date a Change in
Control occurs; or
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5.1.5 At the discretion of the Board of Directors if there are
other circumstances not addressed in Sections 5.1.1 through 5.1.4 of
this Plan.
5.2 Forfeiture of Benefit. Notwithstanding the provisions of Section
5.1, the Participant will forfeit his or her Vested Insurance Benefit if: (1)
the Participant violates any of the provisions detailed in Article 8, (2) in the
case of a Disabled Participant who vested pursuant to Section 5.1.3, if such
Participant becomes gainfully employed by an entity other than the Bank, or (3)
the Participant provides written notice to the Bank declining further
participation in the Plan.
Article 6
Imputed Income
The Bank shall determine the economic benefit attributable to the
Executive based on the life insurance premium factor for the Executive's age
multiplied by the aggregate death benefit payable to the Executive's
beneficiary. The "life insurance premium factor" is the minimum factor
applicable under guidance published pursuant to IRS Reg. ss. 1.61-22(d)(3)(ii)
or any subsequent authority. The Bank will provide each Participant with an
annual statement of the amount of income reportable by the Participant for
federal and state income tax purposes as a result of such economic benefit.
Article 7
Comparable Coverage
7.1 Insurance Policies. If a Participant has a Vested Insurance
Benefit, the Bank may provide such benefit through the Policies purchased at the
commencement of this Plan or may provide comparable insurance coverage to the
Participant through whatever means the Bank deems appropriate. If the
Participant waives or forfeits his or her right to the Vested Insurance Benefit,
the Bank can choose to cancel the Policy or Policies on the Participant, or may
continue such coverage and become the direct beneficiary of the entire death
proceeds.
7.2 Offer to Purchase. If the Bank discontinues a Policy on a
Participant who is employed by the Bank at the date of discontinuance or who has
a Vested Insurance Benefit that has not been forfeited, the Bank shall give the
Participant at least thirty (30) days to purchase such Policy. The purchase
price shall be the cash surrender value of the Policy. Such notification shall
be in writing.
Article 8
General Limitations
8.1 Excess Parachute or Golden Parachute Payment. Notwithstanding any
provision of this Agreement to the contrary, the Company shall not pay any
benefit under this Agreement to the extent the benefit would be an excess
parachute payment under Section 280G of the Code or
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would be a prohibited golden parachute payment pursuant to 12 C.F.R. ss.359.2
and for which the appropriate federal banking agency has not given written
consent to pay pursuant to 12 C.F.R. ss.359.4..
8.2 Termination for Cause. Notwithstanding any provision of this Plan
to the contrary, the Bank shall not pay any benefit under this Agreement if the
Bank terminates the Executive's employment for:
(a) Gross negligence or gross neglect of duties;
(b) Commission of a felony or of a gross misdemeanor involving
moral turpitude; or
(c) Fraud, disloyalty, dishonesty or willful violation of any
law or significant Bank policy committed in connection with the
Executive's employment and resulting in an adverse effect on the Bank.
8.3 Removal. Notwithstanding any provision of this Plan to the
contrary, the benefit provided under this Plan shall be forfeited if the
Participant is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act ("FDIA").
8.4 Competition after Termination of Employment. The Participant shall
forfeit his right to any further benefits if the Participant, without the prior
written consent of the Bank, violates the following described restrictive
covenants.
8.4.1 Non-compete Provision. The Participant shall not, for
the term of this Plan and until all benefits have been distributed,
directly or indirectly, either as an individual or as a proprietor,
stockholder, partner, officer, director, employee, agent, consultant
or independent contractor of any individual, partnership, corporation
or other entity (excluding an ownership interest of one percent (1%)
or less in the stock of a publicly-traded company):
(i) become employed by, participate in, or be connected in
any manner with the ownership, management, operation or control
of any bank, savings and loan or any financial institution if the
Executive's responsibilities will include providing banking or
other financial services within the twenty-five (25) miles of any
office maintained by the Bank as of the date of the termination
of the Executive's employment; or
(ii) participate in any way in hiring or otherwise engaging,
or assisting any other person or entity in hiring or otherwise
engaging, on a temporary, part-time or permanent basis, any
individual who was employed by the Company or any of its
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subsidiaries during the three (3) year period immediately prior
to the termination of the Participant's employment; or
(iii) assist, advise, or serve in any capacity,
representative or otherwise, any third party in any action
against the Company or any of its subsidiaries or transaction
involving the Company or any of its subsidiaries; or
(iv) sell, offer to sell, provide banking or other financial
services, assist any other person in selling or providing banking
or other financial services, or solicit or otherwise compete for,
either directly or indirectly, any orders, contract, or accounts
for services of a kind or nature like or substantially similar to
the services performed or products sold by the Company or any of
its subsidiaries (the preceding hereinafter referred to as
"Services"), to or from any person or entity from whom the
Participant or the Company or any of its subsidiaries provided
banking or other financial services, sold, offered to sell or
solicited orders, contracts or accounts for Services during the
three (3) year period immediately prior to the termination of the
Participant's employment; or
(v) divulge, disclose, or communicate to others in any
manner whatsoever, any confidential information of the Company or
any of its subsidiaries, including, but not limited to, the names
and addresses of customers of the Company or any of its
subsidiaries, as they may have existed from time to time or of
any of the Company's or any of its subsidiaries' prospective
customers, work performed or services rendered for any customer,
any method and/or procedures relating to projects or other work
developed for the Company or any of its subsidiaries, earnings or
other information concerning the Company or any of its
subsidiaries. The restrictions contained in this subparagraph (v)
apply to all information regarding the Company or any of its
subsidiaries unless and until it becomes known to the general
public from sources other than the Participant.
8.4.2 Judicial Remedies. In the event of a breach or
threatened breach by the Participant of any provision of these
restrictions, the Participant recognizes the substantial and immediate
harm that a breach or threatened breach will impose upon the Company
or any of its subsidiaries or Affiliates, and further recognizes that
in such event monetary damages may be inadequate to fully protect the
Company or any of its subsidiaries or Affiliates. Accordingly, in the
event of a breach or threatened breach of the provisions of this Plan,
the Participant consents to the Company's or any of its subsidiaries'
entitlement to such ex parte, preliminary, interlocutory, temporary or
permanent injunctive, or any other equitable relief, protecting and
fully enforcing the Company' or any of its subsidiaries' rights
hereunder and preventing the Participant from further breaching any of
his obligations set forth herein. The Participant expressly waives any
requirement, based on any statute, rule of procedure, or other source,
that the Company or any of its subsidiaries or Affiliates
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post a bond as a condition of obtaining any of the above-described
remedies. Nothing herein shall be construed as prohibiting the Company
or any of its subsidiaries or Affiliates from pursuing any other
remedies available to the Company or any of its subsidiaries or
Affiliates at law or in equity for such breach or threatened breach,
including the recovery of damages from the Participant. The
Participant expressly acknowledges and agrees that: (i) the
restrictions set forth in Section 8.4.1 are reasonable, in terms of
scope, duration, geographic area, and otherwise, (ii) the protections
afforded the Company or any of its subsidiaries or Affiliates in
Section 8.4.1 are necessary to protect its legitimate business
interest, (iii) the restrictions set forth in Section 8.4.1 will not
be materially adverse to the Participant's employment with the Bank,
and (iv) his agreement to observe such restrictions forms a material
part of the consideration for this Plan.
8.4.3 Overbreadth of Restrictive Covenant. It is the intention
of the parties that if any restrictive covenant in this Plan is
determined by a court of competent jurisdiction to be overly broad,
then the court should enforce such restrictive covenant to the maximum
extent permitted under the law as to area, breadth and duration.
8.4.4 Change in Control. The non-compete provision detailed in
Section 8.4.1 shall not apply if there is a Change in Control.
8.5 Suicide or Misstatement. The Participant shall forfeit his benefit
under this Plan if the Participant commits suicide within two years after the
date of this Plan, or if the insurance company denies coverage for material
misstatements of fact made by the Participant on any application for life
insurance purchased by the Bank, or any other reason; provided, however that the
Bank shall evaluate the reason for the denial, and upon advice of Counsel and in
its sole discretion, consider judicially challenging any denial. The Bank shall
have no liability to the Participant for any denial of coverage by the insurance
company.
Article 9
Assignment
Any Participant may assign without consideration all interests in his or
her Policy and in this Plan to any person, entity or trust. In the event a
Participant shall transfer all of his/her interest in the Policy, then all of
that Participant's interest in his or her Policy and in the Plan shall be vested
in his/her transferee, subject to such transferee executing agreements binding
them to the provisions of this Plan, who shall be substituted as a party
hereunder, and that Participant shall have no further interest in his or her
Policy or in this Plan.
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Article 10
Insurer
The Insurer shall be bound only by the terms of its corresponding Policy.
Any payments the Insurer makes or actions it takes in accordance with a Policy
shall fully discharge it from all claims, suits and demands of all persons
relating to that Policy. The Insurer shall not be bound by the provisions of
this Plan, except to the extent of any endorsement filed with the Insurer. The
Insurer shall have the right to rely on the Bank's representations with regard
to any definitions, interpretations, or Policy interests as specified under this
Plan.
Article 11
Claims Procedure
11.1 Claims Procedure. A Participant or beneficiary ("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:
11.1.1 Initiation - Written Claim. The claimant initiates a
claim by submitting to the Bank a written claim for the benefits.
11.1.2 Timing of Bank Response. The Bank shall respond to
such claimant within 90 days after receiving the claim. If the Bank determines
that special circumstances require additional time for processing the claim, the
Bank 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 Bank expect to render their
decision.
11.1.3 Notice of Decision. If the Bank denies part or all of
the claim, the Bank shall notify the claimant in writing of such denial. The
Bank shall write the notification in a manner calculated to be understood by the
claimant. The notification shall set forth:
11.1.3.1 The specific reasons for the denial,
11.1.3.2 A reference to the specific provisions of the Plan
on which the denial is based,
11.1.3.3 A description of any additional information or
material necessary for the claimant to perfect the claim and an
explanation of why it is needed,
11.1.3.4 An explanation of the Plan's review procedures and
the time limits applicable to such procedures, and
11.1.3.5 A statement of the claimant's right to bring a
civil action under ERISA Section 502(a) following an adverse
benefit determination on review.
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11.2 Review Procedure. If the Bank denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Bank of
the denial, as follows:
11.2.1 Initiation - Written Request. To initiate the review,
the claimant, within 60 days after receiving the Bank's notice of
denial, must file with the Bank a written request for review.
11.2.2 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 Bank 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.
11.2.3 Considerations on Review. In considering the review,
the Bank 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.
11.2.4 Timing of Bank Response. The Bank shall respond in
writing to such claimant within 60 days after receiving the
request for review. If the Bank determines that special
circumstances require additional time for processing the claim,
the Bank 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 Bank expects to render its decision.
11.2.5 Notice of Decision. The Bank shall notify the claimant
in writing of its decision on review. The Bank shall write the
notification in a manner calculated to be understood by the
claimant. The notification shall set forth:
11.2.5.1 The specific reasons for the denial,
11.2.5.2 A reference to the specific provisions of the Plan
on which the denial is based,
11.2.5.3 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
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11.2.5.4 A statement of the claimant's right to bring a civil
action under ERISA Section 502(a).
Article 12
Amendment or Termination of Plan
12.1 Non-Vested Insurance Benefit. Unless a Participant has a Vested
Insurance Benefit pursuant to Section 5.1, the Bank may amend or terminate the
Plan at any time, or may amend or terminate a Participant's rights under the
Plan at any time prior to a Participant's death by written notice to the
Participant.
12.2 Vested Insurance Benefit. If a Participant has a Vested Insurance
Benefit, the Bank may amend or terminate the Plan for that Participant only if:
(1) continuation of the Plan would cause significant financial harm to the Bank
and (2) the Participant agrees to such action.
Article 13
Miscellaneous
13.1 Administrator. The Bank shall be the administrator of this Plan.
The Bank may delegate to others certain aspects of the management and
operational responsibilities including the service of advisors and the
delegation of ministerial duties to qualified individuals.
13.2 Administration. The Bank shall have powers which are necessary to
administer this Plan, including but not limited to:
13.2.1 Interpreting the provisions of the Plan;
13.2.2 Establishing and revising the method of accounting for
the Plan;
13.2.3 Maintaining a record of benefit payments; and
13.2.4 Establishing rules and prescribing any forms necessary
or desirable to administer the Plan.
13.3 Applicable Law. The Plan and all rights hereunder shall be
governed by the laws of the Commonwealth of Pennsylvania, except to the extent
preempted by the laws of the United States of America.
13.4 Binding Effect. This Plan shall bind the Participant and the Bank,
and their beneficiaries, survivors, executors, successors, administrators and
transferees.
13.5 Entire Agreement. This Plan constitutes the entire agreement
between the Bank and the Participant as to the subject matter hereof. No rights
are granted to the Participant by virtue of this Plan other than those
specifically set forth herein.
13.6 Right of Offset. The Bank shall have the right to offset the
benefits against any unpaid obligation the Participant may have with the Bank.
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13.7 No Guarantee of Employment. This Plan is not an employment policy
or contract. It does not give the Participant the right to remain an employee of
the Bank, nor does it interfere with the Bank's right to terminate the
Participant's employment. It also does not require the Participant to remain in
employment nor interfere with the Participant's right to terminate employment at
any time.
13.8 Notice. Any notice, consent or demand required or permitted to be
given under the provisions of this Plan 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
Bank. The date of such mailing shall be deemed the date of such mailed notice,
consent or demand.
13.9 Reorganization. The Bank 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 Bank under
this Plan. Upon the occurrence of such event, the term "Bank" as used in this
Plan shall be deemed to refer to the successor or survivor company.
13.10 Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Plan.
13.11 Unfunded Arrangement. The Participant and beneficiary are general
unsecured creditors of the Bank for the payment of benefits under this Plan. The
benefits represent the mere promise by the Bank to pay such benefits. Any
insurance on the Participant's life is a general asset of the Bank to which the
Participant and beneficiary have no preferred or secured claim.
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IN WITNESS WHEREOF, the Bank executes this Plan as of the date
indicated above.
ATTEST: BANK:
ST. ▇▇▇▇▇▇'▇ FEDERAL SAVINGS BANK
________________________________ By _____________________________
Title __________________________
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EXHIBIT A
ST. ▇▇▇▇▇▇'▇ FEDERAL SAVINGS BANK
Group term Carve-Out Plan
ELECTION TO PARTICIPATE
I, ______________ , an eligible employee as determined in Section 2.1 of
ST. ▇▇▇▇▇▇'▇ FEDERAL SAVINGS BANK Group Term Carve-Out Plan (the "Plan") dated
___________________, 2004, hereby elect to become a Participant of the Plan in
accordance with Section 2.2 of the Plan. Additionally, I acknowledge that I have
read the Plan document and agree to be bound by its terms.
Executed this _____________ day of ____________________, 2004.
___________________________________ ________________________________
Witness Participant
POLICY DATA
Maximum
Participant
Benefit
--------
$
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Agreement payable
following my death:
Primary: __________________________________________________________________
________________________________________________________________________________
Contingent: __________________________________________________________________
________________________________________________________________________________
Note:To name a trust as beneficiary, please provide the name of the trustee(s)
and the exact name and date of the trust agreement.
-----
I understand that I may change these beneficiary designations by delivering a
new written designation to the Plan Administrator. I further understand that the
designations will be automatically revoked if the beneficiary predeceases me,
or, if I have named my spouse as beneficiary and our marriage is subsequently
dissolved.
Name: _______________________________
Signature: _______________________________ Date: _______
[OPTION:
--------------------------------------------------------------------------------
SPOUSAL CONSENT (Required if Spouse not named beneficiary):
I consent to the beneficiary designation above, and acknowledge that if I am
named beneficiary and our marriage is subsequently dissolved, the designation
will be automatically revoked.
Spouse Name: ______________________________________
Signature: _______________________________________ Date: ______________
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]
Received by the Plan Administrator this ________ day of ________________, 20___.
By: _________________________________
Title: _________________________________
POLICY ENDORSEMENT
Contract Owner: ST. ▇▇▇▇▇▇'▇ FEDERAL SAVINGS BANK
The undersigned Owner requests that the policy(ies) shown in the attached
Schedule Page issued by the [INSURANCE CARRIER] (the "Insurer") provide for the
following beneficiary designation:
1. Upon the death of the Insured, proceeds shall be paid in one sum to
the Owner, its successors or assigns, as Beneficiary, to the extent claimed by
said Owner.
2. Any proceeds at the death of the Insured in excess of the amount paid
under the provisions of paragraph 1 of this Policy Endorsement shall be paid in
one sum in accordance with the written direction of the Owner. Such direction
will be provided to the Insurer at the time of claim. The Insurer will be
protected in relying solely on the Owner to provide the name(s) of the
party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to
provide the name(s) of the party(ies) at the time of claim, then any proceeds
payable under this paragraph shall be paid in one sum to the Beneficiary.
3. It is hereby provided that (i) any payment made to the Beneficiary or
other party under paragraph 2 of this Policy Endorsement shall be a full
discharge of the Insurer to the extent thereof; (ii) such discharge shall be
binding on all parties claiming any interest under the Policy; and (iii) the
Insurer shall have no responsibility with respect to the amounts so claimed.
4. It is agreed by the undersigned that this designation shall be subject
in all respects to the contractual terms of the Policy.
The undersigned is signing in a representative capacity for the Owner and
warrants that he or she has the authority to bind the entity on whose behalf
this document is being executed.
Signed at ___________________, _____________, this _____ day of _________, 20__.
OWNER:
ST. ▇▇▇▇▇▇'▇ FEDERAL SAVINGS BANK
By: ______________________________ By: ________________________________
(Signature) (Signature)
______________________________ ________________________________
(Printed) (Printed)
Title: ______________________________ Title: ________________________________
Schedule Page
Policy(ies) Subject to Policy Endorsement
________________________________________________________________________________
Policy Number Insured
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
OWNER:
ST. ▇▇▇▇▇▇'▇ FEDERAL SAVINGS BANK
By: ______________________________ By: ________________________________
(Signature) (Signature)
______________________________ ________________________________
(Printed) (Printed)
Title: ______________________________ Title: ________________________________
DEFINITIONS
Certain words in this endorsement have special meanings. These words are:
o Proceeds means the amount payable when the Insured dies. If the policy
provides for periodic payments after the Insured dies, "proceeds"
means the commuted value of the future payments.
o Insurer means the insurance company that issued this policy.
o Lawful children or lawful issue of a person means only the lawful
children born to or adopted by that person.
GENERAL PROVISIONS
Minors. Any money payable to a minor will be paid to the legal guardian of the
minor. Any right given to a minor can be exercised only by the legal guardian of
the minor. But, if provided by this designation or by law, payment will be made
to, and any right can be exercised by, someone other than the minor's legal
guardian.
Policy Provisions Apply. The provisions of "Payment Options" ("Optional Methods
of Settlement") of the policy apply to this designation.
Proof of Lifetime Options. The Insurer will not make any payments under the
lifetime payment options. (Options C, E, or F) until it receives satisfactory
proof of age for each person on whose life payments depend. If payments depend
on the survival of any person, the Insurer can require satisfactory proof that
the person is still living before making further payments.
Withdrawals. If this designation permits withdrawals of less than the entire
proceeds held under Option D or Option A, not more than four withdrawals may be
made in any one calendar year. But if this designation permits the entire
proceeds to be withdrawn then any balance of the proceeds may be withdrawn at
any time.
If a Beneficiary has the right to withdraw the commuted value of Option B
payments, he or she shall have the right to place that commuted value under any
other payment option (Optional Methods of Settlement).
Final Payment. Upon the death of the last person who would have a right to
receive option payments, the Insurer will make one sum payment to the estate of
that person unless otherwise provided. Under Options A and D, this final payment
will be any unpaid balance. Under Option B, it will be the commuted value of any
future payments. Under Options C and E, it will be the commuted value of any
guaranteed future payments. Because Option F provides no guaranteed payments,
there will be no one sum final payment.
Proof of Decisions. The Insurer must decide matters of fact in administering the
terms of this endorsement. When making these decisions, the Insurer may require
proof satisfactory to it, by affidavit or other written evidence. If the Insurer
makes a decision based on this proof it will have no further liability under the
policy in connection with the decision.
Trust and Other Agreements. The Insurer is not responsible for carrying out the
terms of any trust or any agreement outside of this policy. Its only
responsibility is to perform according to the terms of the policy.