EXHIBIT 10.8
SECOND AMENDMENT TO
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
(ORIGINAL POLICIES)
ORIGINAL IN OH&S WILL VAULT
SECOND AMENDMENT TO
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
(ORIGINAL POLICIES)
This second amendment to that certain Split Dollar Life Insurance
Agreement dated as of April 6, 1992, by and between ▇▇▇▇▇▇▇ MARITIME
CORPORATION, a Delaware corporation (the "Corporation") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇., (its "Employee"), as amended on May 1, 1995, (the "Agreement"), is made on
July 20, 1998 (this "Second Amendment"), by and between the Corporation, the
Employee, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., as Trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.,
REVOCABLE TRUST u/t/a dtd. July 1, 1998, by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.,
as trustor and as trustee (the "Trust").
RECITALS
1. The Corporation and the Employee entered into a Split Dollar Life
Insurance Agreement as of April 6, 1992, with respect to certain policies of
insurance on the life of the survivor of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, as
shown on the attached Schedule A (each such policy being referred to herein as
the "Policy").
2. The Split Dollar Life Insurance Agreement was amended on May 1,
1995, and pursuant to said amendment the Employee made a limited collateral
assignment of the Policy to the Corporation (collectively, the "Limited
Collateral Assignments").
3. The Employee created the Trust on July 1, 1998, and, with the
agreement of the Corporation, transferred to the Trust all of his right, title
and interest in and to the Policy.
4. The parties hereto with to amend the Agreement to reflect the new
ownership of the Policy resulting from the Employee's transfer to the Trust.
NOW, THEREFORE, the parties agree as follows:
First: Paragraph 1 of the Agreement (titled "Ownership Of The
Policies") through paragraph 5 of the Agreement (titled "Rights Upon Death Of
Insureds") are amended in their entirety to read as follows:
"1. Ownership of the Policy.
"(a) The Trust is the sole owner of the Policy, and may exercise
all incidents of ownership with respect thereto without the Corporation's
consent, subject only to the limited rights given the Corporation under the
terms of the limited collateral assignments provided for in this Agreement.
"(b) The Corporation shall neither have nor exercise any rights
as collateral assignee of the Policy that could in any way defeat or impair
he Trust's right to receive the cash surrender value or the death proceeds
of the Policy in excess of the amount due to the Corporation hereunder. In
no event shall the Corporation have the power to change the beneficiary, to
surrender the Policy, to assign the Policy or revoke an assignment, to
pledge the Policy for a loan, or to obtain from the insurer a loan against
the surrender value of the Policy. All provisions of this Agreement and of
such collateral assignment shall be construed so as to carry out such
intention. A form of the Limited Collateral Assignment is attached hereto
as Exhibit A.
"2. Premium Payments.
"(a) The Corporation shall pay the entire premium on the Policy
on or before the date said premium is due or the end of the grace period
allowed for the payment of premiums.
"(b) Until this Agreement is terminated, the Employee or the
Trust shall pay to the Corporation each year an amount equal to the
economic benefit tot he Employee with respect to the Policy as determined
under applicable Internal Revenue Service rulings.
"3. Termination Of This Agreement. This Agreement shall terminate
upon the first to occur of any one of the following events (the
"Termination Event"):
"(a) Upon surrender of the Policy by the Trust to the issuer of
the Policy;
"(b) If the full payment required pursuant to paragraph 2(b) of
this Agreement is not made within 60 days after notice from the Corporation
of the amount due;
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"(c) at the option of the Corporation if the Employee ceases to
be employed by the Corporation; or
"(d) bankruptcy, insolvency or dissolution of the Corporation.
"4. Rights Upon Termination. Upon the termination of this Agreement,
"(a) the obligations of the Corporation to pay the premiums on
the Policy shall cease; and
"(b) within 30 days after the Termination Event, the Trust shall
pay to the Corporation an amount equal to the lesser of (i) the Policy cash
surrender value or (ii) the amounts paid by the Corporation pursuant to
paragraph 2(a) of this Agreement (reduced by all payments made by the
Employee and/or the Trust under paragraph 2(b)).
"5. Rights Upon Death of Insureds. Unless this Agreement is sooner
terminated as provided in this Agreement, within 30 days after the death of
the surviving Insured under the Policy, the Trust shall pay to the
Corporation an amount equal to the amounts paid by the Corporation pursuant
to paragraph 2(a) of this Agreement (reduced by all payments made by the
Employee and/or the Trust under paragraph 2(b))."
Second: The Corporation, the Employee and the Trustee of the Trust
warrant that no promise, inducement or agreement not contained or referred to in
the Agreement or in this Second Amendment has been made to it or to him in
connection with this Second Amendment.
Third: The Agreement, as amended by this Second Amendment, is
binding upon and inures to the benefit of the Corporation, the Employee and the
Trust and their representatives, agents, servants, employees, heirs,
beneficiaries, trustees, successors, executors, administrators, attorneys,
partners, insurers, stockholders, predecessors and assigns.
Fourth: By his signature, the Trustee agrees that the Trust will be
bound by the terms of the Agreement, as amended by this Second Amendment, and by
the terms of the Limited Collateral Assignments, from and after the date hereof.
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Fifth: The terms used herein and not defined shall have the meaning
assigned to them in the Agreement.
Sixth: Except as modified by this Second Amendment, all provisions
of the Agreement shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have signed this Second
Amendment to Split Dollar Life Insurance Agreement as of the day and year first
above written.
▇▇▇▇▇▇▇ MARITIME CORPORATION
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Exec, V.P.
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.,
Trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.,
Revocable Trust
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.,
Employee
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SCHEDULE A
(Policies On Life Of The Survivor Of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇)
INSURANCE COMPANY POLICY DESCRIPTION/NO. FACE AMOUNT
----------------- ---------------------- -----------
New York Life Survivorship Whole Life
Insurance Co. No.44 523 467 $20,000,000
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Estate Protection
Life Insurance Co. No.80 008 303 $15,000,000
Manufacturers Life Survivorship
Insurance Co. No.5,128,621-9 $5,000,000