EXHIBIT 10.12
CORTLAND BANCORP.
SPLIT DOLLAR AGREEMENT
THIS SPLIT DOLLAR AGREEMENT is made and entered into as of this 23rd day of
February, 2001, by and between Cortland Bancorp., a bank holding company located
in Cortland, Ohio (the "Company") and ________________ (the "Director"). This
Split Dollar Agreement shall append the Split Dollar Endorsement entered into on
even date herewith, or as subsequently amended, by and between the
aforementioned parties.
To encourage the Director to remain a director of the Company, the Company
is willing to divide the death proceeds of a life insurance policy on the
Director's life. The Company will pay life insurance premiums from its general
assets.
ARTICLE 1
GENERAL DEFINITIONS
Capitalized terms not otherwise defined in this Split Dollar Agreement
shall have the same meaning as defined in the Salary Continuation Agreement of
even date herewith. The following terms shall have the meanings specified:
1.1 "Insurer" means Great-West Life & Annuity Insurance Company.
1.2 "Policy" means insurance policy no. ________ issued by the Insurer.
1.3 "Insured" means the Director.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Company Ownership. The Company is the sole owner of the Policy and
shall have the right to exercise all incidents of ownership. The Company shall
be the beneficiary of any death proceeds remaining after the Director's interest
has been paid pursuant to Article 2.2 below.
2.2 Director's Interest. The Director shall have the right to designate the
beneficiary of death proceeds in the amount of $100,000. The Director shall also
have the right to elect and change settlement options specified in the Policy
that may be permitted.
2.3 Option to Purchase. The Company shall not sell, surrender or transfer
ownership of the Policy while this Split Dollar Agreement is in effect without
first giving the Director or the Director's transferee a right of first refusal
to purchase the Policy for the Policy's interpolated terminal reserve value.
Such right of first refusal to purchase the Policy must be exercised within 60
days from the date the Company gives written notice of the Company's intention
to sell, surrender or transfer ownership of the Policy. This provision shall not
impair the right of the Company to terminate this Split Dollar Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Company
shall maintain the Policy in full force and effect and in no event shall the
Company amend, terminate or otherwise abrogate the Director's interest in the
Policy, unless the Company replaces the Policy with a comparable insurance
policy to cover the benefit provided under this Agreement and executes a new
Split Dollar Agreement and Endorsement for said comparable insurance policy. The
Policy or any comparable policy shall be subject to the claims of the Company's
creditors.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Company shall pay any premiums due on the Policy.
3.2 Imputed Income. The Company shall impute income to the Director in an
amount equal to the current term rate for the Director's age multiplied by the
net death benefit payable to the Director's beneficiary. The "current term rate"
is the minimum amount required to be imputed under Revenue Rulings 64-328 and
66-110, or any subsequent applicable authority.
ARTICLE 4
ASSIGNMENT
The Director may assign without consideration all interests in the Policy
and in this Split Dollar Agreement to any person, entity or trust. If the
Director transfers all of the Director's interest in the Policy, then all of the
Director's interest in the Policy and in the Split Dollar Agreement shall be
vested in the Director's transferee, who shall be substituted as a party
hereunder, and the Director shall have no further interest in the Policy or in
this Split Dollar Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policy. Any payments
the Insurer makes or actions it takes in accordance with the Policy shall fully
discharge it from all claims, suits and demands of all entities or persons. The
Insurer shall not be bound by or be deemed to have notice of the provisions of
this Split Dollar Agreement.
ARTICLE 6
CLAIMS PROCEDURE
6.1 Claims Procedure. The Company shall notify any person or entity making
a claim under this Split Dollar Agreement (the "Claimant") in writing, within 90
days of Claimant's written application for benefits, of his or her eligibility
or ineligibility for benefits under this Split Dollar Agreement. If the Company
determines that the Claimant is not eligible for benefits or full benefits, the
notice shall set forth (1) the specific reasons for denial, (2) a specific
reference to the provisions of this Split Dollar Agreement on which the denial
is based, (3) a description of any additional information or material necessary
for the Claimant to perfect his or her claim, and a description of why it is
needed, and (4) an explanation of this Split Dollar Agreement's claims review
procedure and other appropriate information concerning the steps to be taken if
the Claimant wishes to have the claim reviewed. If the Company determines that
there are special circumstances requiring additional time to make a decision,
the Company shall notify the Claimant of the special circumstances and the date
by which a decision is expected to be made, and may extend the time for up to an
additional 90 days.
6.2 Review Procedure. If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have its claim reviewed by the Company by filing a petition for review with the
Company within 60 days after receipt of the notice issued by the Company. The
petition shall state the specific reasons the Claimant believes it is entitled
to benefits or to greater or different benefits. Within 60 days after receipt by
the Company of the petition, the Company shall afford the Claimant (and counsel,
if any) an opportunity to present its position to the Company verbally or in
writing, and the Claimant (or counsel) shall have the right to review the
pertinent documents. The Company shall notify the Claimant of the Company's
decision in writing within the 60-day period, stating specifically the basis of
its decision, written in a manner to be understood by the Claimant, and the
specific provisions of this Split Dollar Agreement on which the decision is
based. If, because of the need for a hearing, the 60-day period is not
sufficient, the decision may be deferred for up to another 60-day period at the
election of the Company, but notice of this deferral shall be given to the
Claimant.
ARTICLE 7
AMENDMENTS AND TERMINATION
This Split Dollar Agreement may be amended or terminated only by a written
agreement signed by the Company and the Director.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Split Dollar Agreement shall bind the Director and
the Company and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
8.2 No Guarantee of Service. This Split Dollar Agreement is not a service
policy or contract. It does not give the Director the right to remain a director
of the Company, nor does it interfere with the right of the Company's
shareholders not to re-elect the Director or the right of shareholders or the
Board to remove an individual as a director of the Company. This Agreement also
does not require the Director to remain a director nor interfere with the
Director's right to terminate service at any time.
8.3 Applicable Law. The Split Dollar Agreement and all rights hereunder
shall be governed by and construed according to the laws of the State of Ohio,
except to the extent preempted by the laws of the United States of America.
8.4 Entire Agreement. This Split Dollar Agreement constitutes the entire
split dollar agreement between the Company and the Director as to the subject
matter hereof. No rights are granted to the Director by virtue of this Split
Dollar Agreement other than those specifically set forth herein.
8.5 Administration. The Company shall have the powers necessary to
administer this Split Dollar Agreement, including but not limited to:
(a) Interpreting the provisions of the Split Dollar Agreement;
(b) Establishing and revising the method of accounting for the Split
Dollar Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or desirable to
administer the Split Dollar Agreement.
8.6 Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under the Split Dollar Agreement. It may delegate to others
certain aspects of the management and operational responsibilities, including
the employment of advisors and the delegation of ministerial duties to qualified
individuals.
8.7 Severability. If for any reason any provision of this Split Dollar
Agreement is held invalid, such invalidity shall not affect any other provision
of this Split Dollar Agreement not held so invalid, and each such other
provision shall, to the full extent consistent with the law, continue in full
force and effect. If any provision of this Split Dollar Agreement is held
invalid in part, such invalidity shall in no way affect the remainder of such
provision not held so invalid, and the remainder of such provision, together
with all other provisions of this Split Dollar Agreement, shall continue in full
force and effect to the full extent consistent with the law.
8.8 Headings. The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Split Dollar Agreement.
8.9 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice.
(a) If to the Company, to: Board of Directors
Cortland Bancorp.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(b) If to the Director, to: ________________
and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
IN WITNESS WHEREOF, the Director and a duly authorized Company officer have
executed this Agreement as of the day and year first written above.
DIRECTOR: COMPANY:
CORTLAND BANCORP.
By:
------------------------------------- ------------------------------------
Title:
---------------------------------
SPLIT DOLLAR POLICY ENDORSEMENT
TO THE
CORTLAND BANCORP. SPLIT DOLLAR AGREEMENT
Policy No. __________________________ Insured: _______________________________
Supplementing and amending the application for insurance to _______________
("Insurer") on January 8, 2001 (the application date), the applicant requests
and directs that:
BENEFICIARIES
1. Cortland Bancorp., a bank holding company located in Cortland, Ohio (the
"Company"), shall be the beneficiary of any death proceeds remaining after the
Insured's interest has been paid pursuant to paragraph (2) below.
2. The Insured or the Insured's transferee shall designate the beneficiary
of death proceeds in the amount of $100,000.
OWNERSHIP
3. The Owner of the Policy shall be the Company. The Owner shall have all
ownership rights in the Policy except as may be specifically granted to the
Insured or the Insured's transferee in paragraph (4) of this endorsement.
4. The Insured or the Insured's transferee shall have the right to assign
his or her rights and interests in the Policy with respect to that portion of
the death proceeds designated in paragraph (2) of this endorsement, and to
exercise all settlement options with respect to such death proceeds.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
Upon the death of the Insured, the interest of any collateral assignee of
the Owner of the Policy designated in paragraph (3) above shall be limited to
the portion of the proceeds described in paragraph (1) above.
OWNER'S AUTHORITY
The Insurer is hereby authorized to recognize the Owner's claim to rights
hereunder without investigating the reason for any action taken by the Owner,
including the Owner's statement of the amount of premiums the Owner has paid on
the Policy. The signature of the Owner shall be sufficient for the exercise of
any rights under this Endorsement, and the receipt of the Owner for any sums
received by it shall be a full discharge and release therefor to the Insurer.
The Insurer may rely on a sworn statement in form satisfactory to it furnished
by the Owner, its successors or assigns, as to their interest, and any payments
made pursuant to such statement shall discharge the Company accordingly.
Any transferee's rights shall be subject to this Endorsement.
The Owner accepts and agrees to this split dollar endorsement.
SPLIT DOLLAR POLICY ENDORSEMENT
TO THE
CORTLAND BANCORP. SPLIT DOLLAR AGREEMENT
The undersigned is signing in a representative capacity and warrants that
he or she has the authority to bind the entity on whose behalf this document is
being executed.
Signed at ___________________, Ohio, this _______ day of ___________, 2001.
CORTLAND BANCORP.
By:
---------------------------------
Its:
--------------------------------
The Insured accepts and agrees to the foregoing and, subject to the rights
of the Owner as stated above, designates ____________________________________,
(relationship: ____________________) as primary beneficiary(s) and _____________
(relationship: ____________________________) as secondary beneficiary of the
portion of the proceeds described in paragraph (2) above.
Signed at ___________________, Ohio, this _____ day of _____________, 2001.
THE INSURED
-------------------------------------
CORTLAND BANCORP
2
SPLIT DOLLAR AGREEMENT AND ENDORSEMENT
This SPLIT DOLLAR AGREEMENT AND ENDORSEMENT (this "Split Dollar Agreement")
is made and entered into as of ________________________, 2005, by and between
Cortland Bancorp, a bank holding company located in Cortland, Ohio (the
"Company") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Director"). This Split Dollar Agreement
shall append the Split Dollar Endorsement entered into on even date herewith, or
as subsequently amended, by and between the aforementioned parties.
To encourage the Director to remain a director of the Company, the Company
is willing to divide the death proceeds of a life insurance policy on the
Director's life. The Company will pay life insurance premiums from its general
assets.
ARTICLE 1
GENERAL DEFINITIONS
Capitalized terms not otherwise defined in this Split Dollar Agreement
shall have the same meaning as defined in the Director Retirement Agreement of
even date herewith between the Company and the Director. The following terms
shall have the meanings specified:
1.1 "Insured" means the Director.
1.2 "Insurer" means each life insurance carrier for which there is a Split
Dollar Policy Endorsement attached to this Split Dollar Agreement.
1.3 "Policy" means the specific life insurance policy or policies issued by
the Insurer(s).
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Company Ownership. The Company is the sole owner of the Policy and
shall have the right to exercise all incidents of ownership. The Company shall
be the beneficiary of any death proceeds remaining after the Director's interest
has been paid pursuant to Article 2.2 below.
2.2 Director's Interest. The Director shall have the right to designate the
beneficiary of death proceeds in the amount of $100,000. The Director shall also
have the right to elect and change settlement options specified in the Policy
that may be permitted.
2.3 Option to Purchase. The Company shall not sell, surrender or transfer
ownership of the Policy while this Split Dollar Agreement is in effect without
first giving the Director or the Director's transferee a right of first refusal
to purchase the Policy for the Policy's interpolated terminal reserve value.
Such right of first refusal to purchase the Policy must be exercised within 60
days from the date the Company gives written notice of the Company's intention
to
3
sell, surrender or transfer ownership of the Policy. This provision shall not
impair the right of the Company to terminate this Split Dollar Agreement.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Company shall pay any premiums due on the Policy.
3.2 Economic Benefit. The Company shall determine the economic benefit
attributable to the Director based on the life insurance premium factor for the
Director's age multiplied by the aggregate death benefit payable to the
Director's Beneficiary. The life insurance premium factor is the minimum amount
required to be imputed under Internal Revenue Service Regulations, section
1.61-22(d)(3)(ii), or any subsequent applicable authority. The Company shall
impute the economic benefit to the Director on an annual basis by adding the
economic benefit to the Director's Form W-2 or, if applicable, Form 1099.
ARTICLE 4
ASSIGNMENT
The Director may assign without consideration all interests in the Policy
and in this Split Dollar Agreement to any person, entity or trust. If the
Director transfers all of the Director's interest in the Policy, then all of the
Director's interest in the Policy and in the Split Dollar Agreement shall be
vested in the Director's transferee, who shall be substituted as a party
hereunder, and the Director shall have no further interest in the Policy or in
this Split Dollar Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policy. Any payments
the Insurer makes or actions it takes in accordance with the Policy shall fully
discharge it from all claims, suits and demands of all entities or persons. The
Insurer shall not be bound by or be deemed to have notice of the provisions of
this Split Dollar Agreement.
ARTICLE 6
CLAIMS PROCEDURE
6.1 Claims Procedure. The Company shall notify any person or entity making
a claim under this Split Dollar Agreement (the "Claimant") in writing, within 90
days of Claimant's written application for benefits, of his or her eligibility
or ineligibility for benefits under this Split Dollar Agreement. If the Company
determines that the Claimant is not eligible for benefits or full benefits, the
notice shall set forth (1) the specific reasons for denial, (2) a specific
reference to the provisions of this Split Dollar Agreement on which the denial
is based, (3) a description of any additional information or material necessary
for the Claimant to perfect his or
4
her claim, and a description of why it is needed, and (4) an explanation of this
Split Dollar Agreement's claims review procedure and other appropriate
information concerning the steps to be taken if the Claimant wishes to have the
claim reviewed. If the Company determines that there are special circumstances
requiring additional time to make a decision, the Company shall notify the
Claimant of the special circumstances and the date by which a decision is
expected to be made, and may extend the time for up to an additional 90 days.
6.2 Review Procedure. If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have its claim reviewed by the Company by filing a petition for review with the
Company within 60 days after receipt of the notice issued by the Company. The
petition shall state the specific reasons the Claimant believes it is entitled
to benefits or to greater or different benefits. Within 60 days after receipt by
the Company of the petition, the Company shall afford the Claimant (and counsel,
if any) an opportunity to present its position to the Company verbally or in
writing, and the Claimant (or counsel) shall have the right to review the
pertinent documents. The Company shall notify the Claimant of the Company's
decision in writing within the 60-day period, stating specifically the basis of
its decision, written in a manner to be understood by the Claimant, and the
specific provisions of this Split Dollar Agreement on which the decision is
based. If, because of the need for a hearing, the 60-day period is not
sufficient, the decision may be deferred for up to another 60-day period at the
election of the Company, but notice of this deferral shall be given to the
Claimant.
ARTICLE 7
ADMINISTRATION OF AGREEMENT
7.1 Plan Administrator Duties. This Split Dollar Agreement shall be
administered by a Plan Administrator consisting of the Company's board of
directors or such committee or person(s) as the board shall appoint. The
Director may be a member of the Plan Administrator. The Plan Administrator shall
also have the discretion and authority to (a) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of this
Agreement and (b) decide or resolve any and all questions, including
interpretations of this Split Dollar Agreement, as may arise in connection with
this Split Dollar Agreement.
7.2 Agents. In the administration of this Split Dollar Agreement, the Plan
Administrator may employ agents and delegate to them such administrative duties
as it sees fit (including acting through a duly appointed representative), and
may from time to time consult with counsel who may be counsel to the Company.
7.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in connection with
the administration, interpretation, and application of the Agreement and the
rules and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in this Split Dollar Agreement. No
Director or Beneficiary shall be deemed to have any right, vested or nonvested,
regarding the continued use of any previously adopted assumptions, including but
not
5
limited to the discount rate and calculation method employed in the
determination of the Accrual Balance.
7.4 Indemnity of Plan Administrator. The Company shall indemnify and hold
harmless the members of the Plan Administrator against any and all claims,
losses, damages, expenses, or liabilities arising from any action or failure to
act with respect to this Split Dollar Agreement, except in the case of willful
misconduct by the Plan Administrator or any of its members.
7.5 Company Information. To enable the Plan Administrator to perform its
functions, the Company shall supply full and timely information to the Plan
Administrator on all matters relating to the date and circumstances of the
retirement, Disability, death, or Termination of Service of the Director, and
such other pertinent information as the Plan Administrator may reasonably
require.
ARTICLE 8
MISCELLANEOUS
8.1 Amendment and Termination. This Split Dollar Agreement may be amended
solely by a written agreement signed by the Company and by the Director. This
Split Dollar Agreement shall terminate if the Director commits suicide within
two years after the date of this Split Dollar Agreement, or if the Director has
made any material misstatement of fact on any application for life insurance
purchased by the Company. Notwithstanding any provision of this Split Dollar
Agreement to the contrary, this Split Dollar Agreement also shall terminate if
the Director's Termination of Service is the result of Termination for Cause.
The board of directors or a duly authorized committee of the board shall have
the sole and absolute right to determine whether the bases for denial of
benefits for cause exist. Benefits may be denied for cause regardless of whether
the Director continued to serve as a director after the board or committee made
its determination not to nominate the Director for reelection. For this purpose,
"Termination for Cause" means the Director is not nominated by the board or
nominating committee for reelection as a director after the expiration of his
current term, or the Director is removed from the board of directors, in either
case -
(a) because of the Director's gross negligence or gross neglect of
duties, or
(b) because of the Director's commission of a felony, or commission of
a misdemeanor involving moral turpitude, or
(c) because of the Director's fraud, disloyalty, dishonesty, or
willful violation of any law or significant policy of the Company committed
in connection with the Director's service and resulting in an adverse
effect on the Company, or
6
(d) because the Director is removed from service or permanently
prohibited from participating in the Company's or the Cortland Savings and
Banking Company's affairs by an order issued under section 8(e)(4) or
(g)(1) of the Federal Deposit Insurance Act [12 U.S.C. 1818(e)(4) or
(g)(1)].
8.2 Binding Effect. This Split Dollar Agreement shall bind the Director and
the Company and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
8.3 No Guarantee of Service. This Split Dollar Agreement is not a service
policy or contract. It does not give the Director the right to remain a director
of the Company, nor does it interfere with the right of the Company's
shareholders not to re-elect the Director or the right of shareholders or the
board to remove an individual as a director of the Company. This Split Dollar
Agreement also does not require the Director to remain a director nor interfere
with the Director's right to terminate service at any time.
8.4 Applicable Law. The Split Dollar Agreement and all rights hereunder
shall be governed by and construed according to the laws of the State of Ohio,
except to the extent preempted by the laws of the United States of America.
8.5 Entire Agreement. This Split Dollar Agreement constitutes the entire
agreement between the Company and the Director concerning the subject matter
hereof. No rights are granted to the Director under this Split Dollar Agreement
other than those specifically set forth herein.
8.6 Severability. If for any reason any provision of this Split Dollar
Agreement is held invalid, such invalidity shall not affect any other provision
of this Split Dollar Agreement not held invalid, and each such other provision
shall continue in full force and effect to the full extent consistent with law.
If any provision of this Split Dollar Agreement is held invalid in part, such
invalidity shall not affect the remainder of such provision not held invalid,
and the remainder of such provision, together with all other provisions of this
Split Dollar Agreement, shall continue in full force and effect to the full
extent consistent with law.
8.7 Headings. Caption headings are included solely for convenience of
reference and shall not affect the meaning or interpretation of any provision of
this Split Dollar Agreement.
8.8 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice. If to the Company, notice
shall be given to the board of directors, Cortland Bancorp, ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or to such other or additional person or
persons as the Company shall have designated to the Director in writing. If to
the Director, notice shall be given to the Director at the address of the
Director appearing on the Company's records, or to
7
such other or additional person or persons as the Director shall have designated
to the Company in writing.
IN WITNESS WHEREOF, the Director and a duly authorized Company officer have
executed this Split Dollar Agreement as of the date first written above.
DIRECTOR CORTLAND BANCORP
By:
------------------------------------- ------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title:
---------------------------------
8
SPLIT DOLLAR POLICY ENDORSEMENT
Insured: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Insurer: Midland National Life Insurance Company
Policy No. 688313
Pursuant to the terms of the Cortland Bancorp Split Dollar Agreement and
Endorsement dated as of ______________________________, 2005, the undersigned
Owner requests that the above-referenced policy issued by the Insurer provides
for the following beneficiary designation and limited contract ownership rights
to the Insured:
1. Upon the death of the Insured, proceeds shall be paid in one sum to the
Owner, its successors or assigns, to the extent of its interest in the policy.
It is hereby provided that the Insurer may rely solely upon a statement from the
Owner as to the amount of proceeds it is entitled to receive under this
paragraph.
2. Any proceeds at the death of the Insured in excess of the amount paid
under the provisions of the preceding paragraph shall be paid in one sum to:
_______________________________________________________________
PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
_______________________________________________________________
CONTINGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
The exclusive rights to change the beneficiary for the proceeds payable under
this paragraph, to elect any optional method of settlement for the proceeds paid
under this paragraph that is available under the terms of the policy, and to
assign all rights and interests granted under this paragraph are hereby granted
to the Insured. The sole signature of the Insured shall be sufficient to
exercise the rights. The Owner retains all contract rights not granted to the
Insured under this paragraph.
3. It is agreed by the undersigned that this designation and limited
assignment of rights shall be subject in all respects to the contractual terms
of the policy.
4. Any payment directed by the Owner under this endorsement shall be a full
discharge of the Insurer, and such discharge shall be binding on all parties
claiming any interest under the policy.
The undersigned for the Owner is signing in a representative capacity and
warrants that he or she has the authority to bind the entity on whose behalf
this document is executed.
Signed at ___________________, Ohio, this _______ day of ___________, 2005.
9
INSURED: OWNER:
Cortland Bancorp
By:
------------------------------------- ------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Its:
-----------------------------------
10