Exhibit 10.0
SERVICE AGREEMENT
-----------------
AGREEMENT made this 2nd day of September, 1997, between TANEYTOWN BANK
& TRUST COMPANY, a Maryland bank and trust company (the "Bank") and TRUST
COMPANY OF AMERICA, INC., a District of Columbia corporation and trust company
(the "Trust Company"), doing business as Trust Corp. America.
WHEREAS, the Bank desires to transfer its trust business and the
fiduciary duties and responsibilities with respect thereto to a third party
provider of such services; and
WHEREAS, the Bank desires to have trust services provided to its
customers on a continuing basis through a referral program whereby the Bank
refers customers to a third party provider of trust services; and
WHEREAS, the Trust Company, a provider of trust services, desires to
provide such services to customers of the Bank through assumption of the Bank's
fiduciary duties and responsibilities relating to the Bank's existing trust
accounts and through operation of a continuing referral program for future trust
business; and
WHEREAS, the Bank and the Trust Company desire to establish the terms
and conditions of (i) an arrangement whereby the Trust Company, as successor
trustee, will assume the fiduciary responsibilities and duties with respect to
the Bank's existing trust accounts and (ii) a referral program for future trust
business.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and intending to be legally bound, the Bank and the Trust
Company agree as follows:
1. Appointment of Successor Trustee. The Bank agrees to send notice of
the Bank's resignation as trustee and of the appointment of the Trust Company as
successor trustee to all current interested parties, including, but not limited
to, income beneficiaries and remaindermen, with respect to each trust listed on
Exhibit A, attached hereto; except, however, that, with respect to any trust the
documents relating to which do not provide for the Bank to appoint the Trust
Company as successor trustee and which trust is so designated on Exhibit A, the
Bank shall use its best efforts to cooperate with the Trust Company to, if
permissible under the terms of the trust, petition the court having jurisdiction
over the subject trust to appoint the Trust Company as successor trustee, as may
be required pursuant to law, including, but not limited to Section 15-1A-01 et.
seq. of the Annotated Code of Maryland. The costs associated with the
appointment of the Trust Company as successor trustee such as the legal expenses
and the mailing of required notices shall be born by the Trust Company. The Bank
shall cooperate with Trust Company to provide reasonably requested information.
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2. Services to be Provided. The Trust Company agrees to provide trust
services to customers of the Bank, including but not limited to, those services
set forth on Exhibit B, attached hereto and made a part hereof. The Trust
Company will provide trust services to customers of the Bank, who are currently
provided such services by the Bank and to customers of the Bank, who are
referred to the Trust Company by the Bank and who choose to accept provision of
trust services by the Trust Company. The Bank and the Trust Company may mutually
agree on additional trust services to be provided from time to time, which
services the parties shall add to Exhibit B.
The Trust Company agrees to meet with customers of the Bank and to
discuss the provision of trust services with such customers. The Trust Company
agrees to meet with such customers at its own offices, at the branch offices of
the Bank, or such other locations as may be convenient for Bank customers, in
order to assist the Bank customers in establishing such trust relationships as
they desire in accordance with each Bank customer's particular needs.
The Trust Company agrees to provide forms of trust agreements to the
Bank and to Bank customers. Customers of the Trust Company may use the Trust
Company's forms, as provided, or may use such other documents as may be prepared
by the customer's own legal counsel, which documents are acceptable to the Trust
Company. In addition, at the Bank's option, the Trust Company will make
appropriate computer software available to the Bank and to Bank customers to
permit access to information in a read only basis with respect to the trust
services provided by the Trust Company. The Bank agrees to reimburse the Trust
Company for the reasonable cost of such software and for the expenses related
thereto. The Trust Company agrees to provide information with respect to the
trust services by telephone or by facsimile, at no cost, to the Bank and to Bank
customers.
3. Schedule of Trust Service Fees. The Trust Company agrees to charge
fees to the Bank customers for the trust services, as set forth in Exhibit C to
this Agreement. The fees set forth in Exhibit C are the Trust Company's fees as
of the date hereof. The Trust Company reserves the right to adjust, from time to
time, the fees set forth in Exhibit C. Any updated fee schedule shall be
provided by the Trust Company to the Bank, in writing at least 30 days before
the effective date of such updated fee schedule, and shall, without further
action by the parties, amend Exhibit C, effective as of the date set forth on
such updated fee schedule, and shall be considered a part of this Agreement.
However, the fees charged to Bank customers, to whom the Bank currently provides
trust services and for whom the Trust Company shall be successor trustee, shall
continue at the rates such fees were charged by the Bank on the date of Closing,
as defined in paragraph 10, for a period of at least one year from the date of
Closing unless mutually agreed to.
4. Referral Services. The Bank agrees to refer potential trust service
customers, identified by the Bank, to the Trust Company and to make certain
facilities at Bank branches available to the Trust Company for meeting with Bank
trust clients. The Trust Company agrees that
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marketing of trust services to the Bank's customers shall be at the discretion
of the Bank. No financial information of Bank customers shall be disclosed to
the Trust Company without the consent of such customers.
5. Schedule of Referral Fees. In consideration for the services
rendered by the Bank in referring customers to the Trust Company and for making
certain services and facilities available to the Trust Company, the Trust
Company hereby agrees to pay certain referral fees to the Bank all in accordance
with the schedule attached as Exhibit D hereto and incorporated herein in its
entirety. The Trust Company shall also pay referral fees to the Bank for
referrals made by persons or entities contained on the Referral List as listed
on Exhibit E and Bank employees, directors or advisory board members. The Bank
shall promptly notify Trust Company of any additions or deletions to the Exhibit
E. In the event that the Trust Company does not have a previous commercial
relationship with the proposed addition, such addition shall be effective
immediately.
6. Services to be Provided by the Bank. The Bank agrees to (i) refer
customers of the Bank to the Trust Company, (ii) to distribute Trust Company
marketing materials to Bank customers, (iii) to provide space at the offices of
the Bank for meetings between trust service customers or prospective customers,
as the case may be, and a trust officer of the Trust Company and (iv) to provide
an administrative assistant, in the employ of the Bank, who shall dedicate up to
20 hours per week to serving as a liaison between the Bank's existing and
potential trust customers and the Trust Company. Commencing on the Closing Date,
the Trust Company agrees to compensate the Bank in the amount of $3,500.00 per
quarter for, among other things, the continuing assistance of the administrative
assistant. The Trust Company shall have the right to terminate this arrangement
upon 30 days' notice at any time commencing two years after the date of this
Agreement.
7. Representations and Warranties of the Trust Company. The Trust
Company represents and warrants to the Bank as follows:
(i) The Trust Company has all requisite corporate power and authority
to enter into and perform all of the obligations under this Agreement.
The execution and delivery of this Agreement and the performance of the
transactions contemplated herein have been duly and validly authorized
by the Board of Directors of the Trust Company and, the Trust Company
has taken all corporate action necessary on its part to authorize this
Agreement and the performance of the transactions contemplated herein.
This Agreement has been duly executed and delivered by the Trust
Company and assuming due authorization, execution and delivery by the
Bank, constitutes a valid and binding obligation of the Trust Company,
enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, and other laws of general applicability
relating to or affecting creditors' rights and general equity
principles. Neither the execution and delivery of this Agreement nor
consummation of the transactions contemplated hereby nor compliance
with any of the provisions hereof shall (a) conflict with or result in
a breach of any provisions of the Article of Incorporation or Bylaws
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of the Trust Company, (b) constitute or result in a material breach of
any term, condition or provisions of, or constitute a default under or
give rise to any right of termination, cancellation or acceleration
with respect to, or result in the creation of any lien, charge or
encumbrance upon any property or asset of the Trust Company pursuant to
any note, bond, mortgage, indenture, license, agreement or other
instrument or obligation, or (c) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to the Trust Company.
(ii) The Trust Company is a duly organized District of Columbia Trust
Company, validly existing and in good standing under the laws of the
District of Columbia. The Trust Company (a) has full power and
authority to carry out its business as now conducted and (b) is duly
qualified to do business in the states of the United States and foreign
jurisdictions where the conduct of its business requires such
qualification and where failure to so qualify would have a material
adverse effect on the financial condition, results of operations,
business or prospects of the Trust Company.
(iii) The Trust Company owns no subsidiaries directly or indirectly.
(iv) Except where noncompliance would not have a material adverse
effect upon the condition (financial or otherwise), assets,
liabilities, business, operations or future prospects of the Trust
Company: (a) the Trust Company is in compliance with all statutes,
laws, ordinances, rules, regulations, judgments, orders, decrees,
directives, consent agreements, memoranda of understanding, permits,
concessions, grants, franchises, licenses, and other governmental
authorizations or approvals applicable to the Trust Company or any of
its properties; and (b) all permits, concessions, grants, franchises,
licenses and other governmental authorizations and approvals necessary
for the conduct of the business of the Trust Company, as presently
conducted have been duly obtained and are in full force and effect and
there are no proceedings pending, or to the knowledge of the Trust
Company threatened, which may result in the revocation, cancellation,
suspension or materially adverse modification of any such permits,
concessions, grants, franchises, licenses and other governmental
authorizations and approvals.
8. Representations and Warranties of the Bank. The Bank represents and
warrants to the Trust Company as follows:
(i) The Bank has all requisite corporate power and authority to enter
into and perform all of the obligations under this Agreement. The
execution and delivery of this Agreement and the performance of the
transactions contemplated herein have been duly and validly authorized
by the Board of Directors of the Bank and, the Bank has taken all
corporate action necessary on its part to authorize this Agreement and
the performance of the transactions contemplated herein. This Agreement
has been duly executed and delivered by the Bank and assuming due
authorization, execution and delivery by the Trust Company, constitutes
a
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valid and binding obligation of the Bank, enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, and other
laws of general applicability relating to or affecting creditors'
rights and general equity principles. Neither the execution and
delivery of this Agreement nor consummation of the transactions
contemplated hereby nor compliance with any of the provisions hereof
shall (a) conflict with or result in a breach of any provisions of the
Article of Incorporation or Bylaws of the Bank, (b) constitute or
result in a material breach of any term, condition or provisions of, or
constitute a default under or give rise to any right of termination,
cancellation or acceleration with respect to, or result in the creation
of any lien, charge or encumbrance upon any property or asset of the
Bank pursuant to any note, bond, mortgage, indenture, license,
agreement or other instrument or obligation, or (c) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to the
Bank.
(ii) The Bank is a duly organized Maryland Bank, validly existing and
in good standing under the laws of the State of Maryland. The Bank (a)
has full power and authority to carry out its business as now conducted
and (b) is duly qualified to do business in the states of the United
States and foreign jurisdictions where its business requires such
qualification and where the failure to so qualify would have a material
adverse effect on the financial condition, results of operations,
business or prospects of the Bank.
(iv) Except where noncompliance would not have a material adverse
effect upon the condition (financial or otherwise), assets,
liabilities, business, operations or future prospects of the Bank: (a)
the Bank is in compliance with all statutes, laws, ordinances, rules,
regulations, judgments, orders, decrees, directives, consent
agreements, memoranda of understanding, permits, concessions, grants,
franchises, licenses, and other governmental authorizations or
approvals applicable to the Bank or any of its properties; and (b) all
permits, concessions, grants, franchises, licenses and other
governmental authorizations and approvals necessary for the conduct of
the business of the Bank, as presently conducted have been duly
obtained and are in full force and effect and there are no proceedings
pending, or to the knowledge of the Bank threatened, which may result
in the revocation, cancellation, suspension or materially adverse
modification of any such permits, concessions, grants, franchises,
licenses and other governmental authorizations and approvals.
9. Conditions Precedent. The obligation of the parties to consummate
the transactions contemplated hereunder is subject to the satisfaction of each
of the following conditions prior to or as of the Closing, except to the extent
that any such conditions shall have been waived by the parties in writing:
(i) The parties hereto shall have received all regulatory and judicial
approvals required in connection with the transactions contemplated by
this Agreement and all notice periods,
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if any and waiting periods, if any, required after the granting of such
approval shall have passed;
(ii) No action, suit or proceeding shall be pending or threatened
before any federal, state or local court or governmental authority or
before any arbitration tribunal that seeks to modify, enjoin or
prohibit or otherwise adversely and materially affect the transactions
contemplated by this Agreement;
(iii) All the representations and warranties of each of the Bank and
the Trust Company, as set forth in this Agreement, shall be true and
correct in all material respects as of the Closing, as if made on such
date (or on the date to which it relates in the case of any
representation or warranty that expressly relates to an earlier date);
(iv) Opinion of special counsel for the Trust Company that the Trust
Company is chartered under the laws of the District of Columbia and is
authorized to do business under the terms of this Agreement; and
(v) Each of the Bank and Trust Company shall have delivered to the
other party a certificate, signed by an authorized executive officer of
such entity, verifying that, to the best of their knowledge after
reasonable investigation, all of the representations and warranties of
the respective entity, set forth in this Agreement, are true and
correct in all material respects as of the Closing and that the
respective company has performed in all material respects each of the
covenants required to be performed by it under this Agreement and that
all consents and authorizations necessary to permit this Agreement to
be consummated have been received.
10. Closing. Provided that all conditions precedent set forth in this
Agreement shall have been satisfied or shall have been waived in accordance with
the terms of this Agreement, the parties shall hold a closing (the "Closing") on
September 30, 1997.
11. Expenses. Except as set forth in paragraph 6 of this Agreement,
each party shall pay its own expenses incurred in connection with this Agreement
and the consummation of the transactions contemplated herein.
12. Confidentiality of Records. The Trust Company agrees and
acknowledges that all information and material pertaining to the Bank's
customers and clients to which the Trust Company may, in a performance of its
duties hereunder, have access, shall be considered strictly confidential. The
Trust Company agrees further: (i) to keep strictly confidential and hold in
trust any and all such information and not to disclose such information to any
third party, including any of its affiliates, without the express prior written
consent of the Bank or the customer; as the case may be, and (ii) to use the
information provided by the Bank only for purposes of performing its duties and
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obligations under this Agreement. The Trust Company acknowledges that the
disclosure of any confidential information to it by the Bank is made in reliance
upon the Trust Company's representations and covenants in this Agreement. This
paragraph 12 of the Agreement shall survive the expiration, termination or
non-renewal of this Agreement by either party for any reason whatsoever.
13. Indemnification.
(i) The Trust Company agrees to indemnify and save harmless the Bank,
its officers, directors, agents, successors, affiliates and assigns
from any and all liabilities related to or arising from the Trust
Company's acts or failure to act in connection with trust services
provided to customers of the Bank, including, but not limited to, any
amounts claimed due under any federal or state laws, and any costs,
expenses or damages sustained by the Bank by reason of any such claims,
including amounts paid by the Bank and any successors thereto as
attorneys fees, fines, penalties, interest or otherwise;
(ii) The Trust Company, for itself and its successors and assigns,
hereby agrees to indemnify and save harmless the Bank, its officers,
directors, agents, successors, affiliates and assigns, separately and
collectively, from any and all manner of actions, claims, causes of
action, suits, demands, accounts, damages, and judgements, whether
known or unknown, liquidated or unliquidated, fixed or contingent,
direct or indirect, by reason of the Trust Company's actions as trustee
and or in connection with the provision or prospective provision of
trust services hereunder.
(iii) The Bank agrees to indemnify and save harmless the Trust Company,
its officers, directors, agents, successors, affiliates and assigns
from any and all liabilities related to or arising from the Bank's acts
or failure to act in connection with trust services provided to
customers of the Bank, including, but not limited to, any amounts
claimed due under any federal or state laws, and any costs, expenses or
damages sustained by the Trust Company by reason of any such claims,
including amounts paid by the Trust Company and any successors thereto
as attorneys fees, fines, penalties, interest or otherwise; and
(iv) The Bank, for itself and its successors and assigns, hereby agrees
to indemnify and save harmless the Trust Company, its officers,
directors, agents, successors, affiliates and assigns, separately and
collectively, from any and all manner of actions, claims, causes of
action, suits, demands, accounts, damages, and judgements, whether
known or unknown, liquidated or unliquidated, fixed or contingent,
direct or indirect, by reason of the Bank's actions as trustee.
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14. Not a Joint Venture. The parties hereto agree that they are not
engaged in a joint venture. The use of Bank employees to assist in the
introduction of the Bank's customer to the Trust Company is not to be construed
to create a joint venture.
15. Term. This Agreement shall remain in effect for one (1) year from
the date hereof, unless further extended or sooner terminated as herein
provided. Subject to the subsequent provisions, upon expiration of the term
hereof, the term shall be automatically extended for another twelve (12) full
calender months, and upon expiration of each subsequent twelve (12) full
calender months thereafter the term of this Agreement shall be likewise extended
for an additional twelve (12) full calender months. Such extension of this
Agreement's term shall be automatic unless either the Bank or the Trust Company
provides the other party with written notice of its intention not to extend this
Agreement, which written notice shall be given by the respective party not less
than ninety (90) days before the expiration of the current twelve (12) month
term. The termination of this Agreement shall not affect (i) the
responsibilities of the parties under this Agreement up to and until the date of
termination, or (ii) the responsibility of the Trust Company to continue to pay
the appropriate successor trustee fee or referral fee, as set forth on Exhibit
D, to the Bank for trust services and referrals, as the case may be, transferred
to the Trust Company during the term of this Agreement; provided, however, in
the event the Trust Company ceases to provide Trust Services to those certain
Trust accounts as successor trustee, Trust Company shall pay Bank an amount
equal to the first year's trust services fees minus any fee paid pursuant to
Schedule D.
16. Remedy for Breach. In the event of a breach or a threatened breach
by Trust Company of any provision of this Agreement, Trust Company recognizes
the substantial and immediate harm that a breach or threatened breach will
impose upon the Bank and further recognizes that in such event monetary damages
will be inadequate to fully protect The Bank. Accordingly, in the event of a
breach or threatened breach of this Agreement, Trust Company consents to The
Bank's entitlement to such ex parte, preliminary, interlocutory, temporary or
permanent injunctive, or any other equitable relief, protecting and fully
enforcing The Bank's rights hereunder and preventing Trust Company from further
breaching any of Trust Company's obligations set forth herein. Trust Company
expressly waives any requirement based on any statute, rule of procedure, or
other source, that The Bank post a bond as a condition of obtaining any of the
above-described remedies. Nothing herein shall be construed as prohibiting The
Bank from pursuing any other remedies available to The Bank at law or in equity
for such breach or threatened breach, including the recovery of damages from
Trust Company.
17. Whole Agreement; Modification. There are no other agreements or
understandings, written or oral, between the parties regarding this Agreement,
the Exhibits and the Schedules, other than as set forth herein. This Agreement
shall not be modified or amended except by a written document executed by both
parties to this Agreement, and such written modification(s) shall be attached
hereto.
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18. Assignment. Neither party may assign this Agreement or the rights
and responsibilities hereunder, except with the consent of the other party which
shall not be unreasonably withheld. Any assignment in contravention of this
paragraph shall be null and void.
19. Notices. All notices required or permitted by this Agreement shall
be in written form and shall be sent by registered or certified mail, return
receipt requested, as follows:
To The Bank: Taneytown Bank & Trust Company
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
and Chief Operating Officer
with copies to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esquire
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, P.C.
P. O. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To Trust Company: Trust Company of America, Inc.
Suite 450
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
with copies to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
20. Waiver of provisions. Any waiver of any terms and conditions hereof
must be in writing, and signed by the parties hereto. The waiver of any of the
terms and conditions of this Agreement shall not be construed as a waiver of any
other terms and conditions hereof.
21. Governing Law. The validity, interpretation and performance of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Maryland.
22. Severability. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall to any extent be deemed
invalid, void or unenforceable, such provision or such application, as the case
may be, shall be treated as severable from the remainder
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of this Agreement, and the remaining provisions of this Agreement shall not be
affected thereby, and each other term and provision of this Agreement shall
remain in full force and effect.
23. Attorney Fees. If any arbitration, legal action or other proceeding
is commenced regarding this Agreement, the losing party shall pay to the
prevailing party the prevailing party's actual attorneys' fees and expenses
incurred in the preparation for conduct of or appeal or enforcement of judgment
from the proceeding. The phrase "prevailing party" shall mean the party who is
determined in the proceeding to have prevailed or who prevails by dismissal,
default, settlement or otherwise.
24. Advice of Counsel. Both parties acknowledge that they have had an
opportunity to review this Agreement with counsel of their respective choice and
that an interpretation or ambiguity contained herein shall not be interpreted or
clarified against the party drafting this Agreement.
25. Headings. The headings used in this Agreement are for convenience
only and shall not affect the interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
ATTEST: TANEYTOWN BANK & TRUST COMPANY
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ------------------------------
Assistant Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President/CFO
ATTEST: THE TRUST COMPANY OF AMERICA, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
EXHIBITS:
A Taneytown Bank & Trust Company Trust Service Customers.
B Schedule of Trust Services.
C Schedule of Trust Service Fees.
D Schedule of Referral Fees.
E Referral List
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EXHIBIT A
---------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust U/W
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Self-Directed ▇▇▇
American Textile Manufacturers Institute Inc. SERP
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Trust U/W
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Trust U/A
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Investment Management
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Self-Directed ▇▇▇
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust U/W
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/W
▇▇▇▇ ▇. Case Trust U/A
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Custody
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Custody
▇▇▇▇▇▇▇ Lutheran Village Custody
▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Irrev. Trust U/A
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust U/W
▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/W
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trust U/W
▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust U/A
▇▇▇▇▇ ▇. ▇▇▇▇ Grandchildren's Trust U/W
▇▇▇▇▇ ▇. ▇▇▇▇ GST-Exempt Marital Trust U/W
▇▇▇▇▇ ▇▇▇▇ Custody
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/W
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ Trust
▇▇▇▇▇▇ ▇. ▇▇▇▇ Trust U/W
▇. ▇▇▇▇▇ Trust U/A
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/A
E. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust U/A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust U/A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust U/A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/W
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust U/A
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/W FBO ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/W FBO ▇. ▇▇▇▇▇▇▇▇ King, Jr.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/A
▇▇▇▇▇▇▇ ▇▇▇▇ Revocable Trust U/A
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/W FBO ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/W FBO ▇▇▇▇▇ S.A.F. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust U/A
S. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust U/W
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust U/W
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D. Self-Directed ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇ Trust U/W
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ GST Exempt Trust U/W
(3 Shares-A,B,C)
▇▇▇▇▇ ▇. ▇▇▇▇▇ 2nd Trust U/W
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust U/A
▇▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇ Trust U/W
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust U/W FBO ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust U/W FBO ▇▇▇ ▇.▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trust U/W
▇▇▇▇▇▇ ▇. ▇▇▇ Trust U/A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Guardianship Agency
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trust U/W
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust U/W
▇▇▇▇ ▇. Stammero Self-Directed ▇▇▇
Summit Electric Co. Profit Sharing Trust Agency
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust U/A
Trinity Evangelical Lutheran Church - Cemetery Trust
Trinity Evangelical Lutheran Church - General Trust
▇▇▇▇▇▇ Manor Hospital Savings Plan
Balanced Fund
Fixed Income Fund
Growth Stock Fund
June C. & ▇▇▇▇▇ ▇. ▇▇▇▇ Investment Agency
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Trust U/A
Union Cemetery Association of Keysville, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust U/A
▇▇▇▇ ▇. ▇▇▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ Trust U/A
▇▇▇▇▇▇▇ Cash ▇▇▇▇▇, ▇▇. Trust U/A
W. ▇▇▇▇▇ ▇▇▇▇ Trust U/W
▇▇▇▇▇ ▇. & ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust U/A
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust U/A
▇▇▇▇▇ ▇▇▇▇ Self-Directed ▇▇▇
▇▇▇▇▇ ▇▇▇▇ Self-Directed ▇▇▇
▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust U/A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust U/A
25
LETTER OF UNDERSTANDING
EXHIBIT B
SERVICES
--------------------------------------------------------------------------------
AGENT FOR FIDUCIARIES
Investment, administrative and accounting services for personal representatives
and trustees.
ASSET ALLOCATION ACCOUNTS
Custom-tailored portfolios; investments in no-load mutual funds and annuities.
CORPORATE AND INSTITUTIONAL TRUSTS, CHARITABLE REMAINDER & ANNUITY TRUSTS
Management and administration of foundations, charitable trusts and bequests.
ESTATE PLANNING AND SETTLEMENT
Planning with your attorney or accountant for disposition of assets at death;
protect, manage and distribute assets according to a will or trust.
INVESTMENT MANAGEMENT
Professional management of the investment portfolio, including custody and
record keeping.
▇▇▇ / PENSION ROLLOVERS, ESOPs
Help defer income taxes related to distributions, manage employee benefit plans.
LIVING TRUSTS
Professional management of property, record keeping and protection of assets.
TRUSTS UNDER WILL
Expert long-term management of your estate and continuity of service for your
beneficiaries.
CUSTODY ACCOUNTS, LIFE INSURANCE TRUSTS
Financial administration, safekeeping, record keeping, accounting, income
collection, execution of trades, securities clearing.
TRUSTS OF REAL ESTATE
Professional management of trusts holding real estate.
26
LETTER OF UNDERSTANDING
EXHIBIT C
Annual fee on market value of assets:
Custody Accounts ($500.00 minimum fee) 0.15%
Unbundled Services(1)--includes investment
management oversight and Corporate
fiduciary services in conjunction with
a customer designated investment advisor 0.50%
(other customer specified services individually priced)
Standard Document Fee--includes basic forms of Will,
Revocable Trust, Life Insurance Trust,
Educational Trust, Charitable Remainder Trust $500.
Initial Setup Fee--applies to all funded accounts $250.
Annual Maintenance Fee--Life Insurance Trusts only $150.
Annual Income Tax Service--where elected $250.
Transaction Fees--where applicable(2)(3) $ 25.
Miscellaneous Expenses--Trust Company will pass through
to customer account all out of pocket charges
incurred in handling administrative manners
Account Termination Fee(4) 2.00%
----------
(1) Separate fee pass through/a la carte money manager not included/will vary
depending on independent money manager fee schedule.
(2) Applies to Custody Accounts, Life Insurance Trusts and Dormant Trusts.
(3) Plus out-of-pocket expense for Custody Accounts.
(4) Based on market value of assets: minimum - $1,000.00.
27
EXHIBIT D
1. Calculation and Payment of Successor Trustee Fees - Trust Company will
pay the Bank fees for all assets transferred by the Bank to the Trust
Company as follows:
(a) 60% of the fees earned on the transferred assets placed into a
trust account determined as for the calendar quarters ended
March 31, June 30, September 30, and December 31 prorated over
the twelve-month period which begins with the inception of the
trust plus
(b) 10% of the fees earned per year thereafter.
2. Calculation and Payment of Referral Fees - Trust Company will pay the
Bank referral fees for all assets referred by the Bank to the Trust
Company as follows:
(a) 40% of the fees earned on the referred assets placed into a
trust account determined as for the calendar quarters ended
March 31, June 30, September 30, and December 31 prorated over
the twelve-month period which begins with the inception of the
trust plus
(b) 10% of the fees earned per year thereafter.
28
EXHIBIT E
REFERRAL LIST
-------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esquire ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, Esquire MILES & STOCKBRIDGE
▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
MILES & STOCKBRIDGE
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 9881 Broken Land Parkway
▇▇▇▇▇▇▇▇ & ASSOCIATES, INC. Suite 400
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
R. ▇▇▇▇ ▇▇▇▇▇▇▇ MILES & STOCKBRIDGE
E. ▇▇▇▇▇▇ Comfort, Esquire 9881 Broken Land Parkway
▇▇▇▇▇▇▇ & COMFORT Suite 400
24 North Court Street Columbia, MD 21046-1153
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire ▇▇▇▇▇▇▇ & O'▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Suite 608
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
29
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇'▇▇▇▇▇▇ INVESTORS MARKETPLACE
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇'▇▇▇▇▇▇ Taneytown Bank & Trust Insurance Center
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & ASSOCIATES
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
NEW WINDSOR ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ 147 East Main Street
OBER, KALER, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
OBER, KALER, ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Marker ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
MATHIESON, GARRISON, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇ Stammero
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & RIBAKOW
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
30
