FORM OF DIRECTOR SUPPLEMENTAL RETIREMENT PLAN DIRECTOR AGREEMENT
Exhibit 10.8
FORM OF
DIRECTOR SUPPLEMENTAL RETIREMENT PLAN
DIRECTOR AGREEMENT
THIS AGREEMENT is made and entered into this ___ day of _______, ____, by and between St. Tammany Homestead Savings & Loan Association, a savings and loan association organized and existing under the Jaws of the State of Louisiana, (hereinafter referred to as the, “Bank”), and ______ , a member of the Board of Directors of the Bank (hereinafter referred to as the, “Director”).
WHEREAS, the Director is now on the Board of the Bank (hereinafter referred to as the, “Board”) and has for many years faithfully served the Bank. It is the consensus of the Board of Directors that the Director’s services have been of exceptional merit, in excess of the compensation paid and an invaluable contribution to the profits and position of the Bank in its field of activity. The Board further believes that the Director’s experience, knowledge of corporate affairs, reputation and industry contacts are of such value, and the Director’s continued services so essential to the Bank’s future growth and profits, that it would suffer severe financial loss should the Director terminate their service on the Board;
ACCORDINGLY, the Board has adopted the St. Tammany Homestead Savings & Loan Association Director Supplemental Retirement Plan (hereinafter referred to as the, “Director Plan”) and it is the desire of the Bank and the Director to enter into this agreement which the Bank will agree to make certain payments to the Director upon the Director’s retirement and to the Director’s beneficiary(ies) in the event of the Director’s death pursuant to the Director Plan;
FURTHERMORE, it is the intent of the parties hereto that this Director Plan be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Director, and to be considered a non qualified benefit plan for purposes of the Employee Retirement Security Act of 1974, as amended (“ERISA”). The Director is fully advised of the Bank’s financial status and has had substantial input in the design and operation of this benefit plan; and
NOW THEREFORE, in consideration of services the Director has performed in the past and those to be performed in the future, and based upon the mutual promises and covenants herein contained, the Bank and the Director agree as follows:
| I. | DEFINITIONS |
| A. | Effective Date: |
The Effective Date of the Plan shall be July 12, 1999.
| B. | Plan Year: |
Any reference to the “Plan Year” shall mean a calendar year from January lst to December 31st. In the year of implementation, the term the “Plan Year” shall mean the pe1iod from the Effective Date to December 31st of the year of the Effective Date.
| C. | Retirement Date: |
Retirement Date shall mean retirement from service with the Bank which becomes effective on the first day of the calendar month following the month in which the Director
reaches age seventy (70) or such later date as the Director may actually retire.
| D. | Termination of Service: |
Termination of Service shall mean the Director’s voluntary resignation from service on the Board or failure of re-election to the Board, prior to the Normal Retirement Age [Subparagraph I (J)].
| E. | Pre-Retirement Account: |
A Pre-Retirement Account ·shall be established as a liability reserve account on the books of the Bank for the benefit of the Director. Prior to the Director’s Termination of Service or the Director’s retirement, whichever event shall first occur, such liability reserve account shall be increased or decreased each Plan Year, until the aforestated event occurs, by the Index Retirement Benefit [Subparagraph I (F)].
| F. | Index Retirement Benefit: |
The Index Retirement Benefit for each Director in the Director Plan for each Plan Year shall be equal to the excess (if any) of the Index [Subparagraph I (G)] for that Plan Year over the Cost of Funds Expense [Subparagraph I (H)] for that Plan Year.
| G. | Index: |
The Index for any Plan Year shall be the aggregate annual after-tax income from the life insurance contract(s) described hereinbelow as defined by FASB Technical Bulletin 85-4. This Index shall be applied as if such insurance contracts were purchased on the Effective Date of the Director Plan.
| Insurance Company: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Life |
| Policy Form: | Flexible Premium Adjustable Life |
| Policy Name: | Executive Security Plan IV |
| Insured’s Age and Sex: | , |
| Riders: | None |
| Ratings: | According to the health of the proposed insured |
| Option: | Level Death Benefit |
| Face Amount: | $ |
| Premiums Paid: | $ |
| Number of Premium Payments: | One |
| Assumed Purchase Date: | July 12, 1999 |
If such contracts of life insurance are actually purchased by the Bank, then the actual policies as of the dates they were actually purchased shall be used in calculations under this Director Plan. If such contracts of life insurance are not purchased or are subsequently surrendered or lapsed, then the Bank shall receive annual policy illustrations that assume the above-described policies were purchased, or had not subsequently surrendered or lapsed, which illustrations will be received from the respective insurance companies and will indicate the increase in policy values for purposes of calculating the amount of the Index.
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In either case, references to the life insurance contracts are merely for purposes of calculating a benefit. The Bank has no obligation to purchase such life insurance and, if purchased, the Directors and their beneficiary(ies) shall have no ownership interest in such policy and shall always have no greater interest in the benefits under this Director Plan than that of an unsecured creditor of the Bank.
| H. | Cost of Funds Expense: |
The Cost of Funds Expense for any Plan Year shall be calculated by taking the sum of the amount of premiums for the life insurance policies described in the definition of “Index” plus the amount of any after-tax benefits paid to any Director pursuant to the Director Plan (Paragraph II hereinafter) plus the amount of all previous years after-tax Costs of Funds Expense, and multiplying that sum by the after-tax thirty day (30) mortgage repurchase rate.
| I. | Mutual to Stock Conversion or a Change of Control: |
Mutual to Stock Conversion shall mean the conversion of the Bank from a mutual savings and loan association to an entity which issues stock and is owned by its shareholders. Such Mutual to Stock Conversion shall be deemed to be a Change of Control for purposes of this Agreement. For the purposes of this Director Plan, transfers on account of deaths or gifts, transfers between family members or transfers to a qualified retirement plan maintained by the Bank shall not be considered m determining whether there has been a Change of Control.
| J. | Normal Retirement Age: |
Normal Retirement Age shall mean the date on which the Director attains age seventy (70).
| II. | INDEX BENEFITS |
| A. | Retirement Benefits: |
Subject to Subparagraph II (D) hereinafter, a Director who remains on the Board until the Normal Retirement Age [Subparagraph I (J)] shall be entitled to receive the balance in the Pre-Retirement Account in ten (10) equal annual installments commencing thirty (30) days following the Director’s retirement. In addition to these payments and commencing in conjunction therewith, the Index Retirement Benefit [Subparagraph I (F)] for each Plan Year subsequent to the Director’s retirement, and including the remaining portion of the Plan Year following said retirement, shall be paid to the Director until the Director’s death.
| B. | Termination of Service: |
Subject to Subparagraph II (D), should a Director suffer a Termination of Service the Director shall be entitled to receive the balance in the Pre-Retirement Account payable to the Director in ten (10) equal annual installments commencing thirty (30) days following the Director’s Normal Retirement Age [Subparagraph I (J)]. In addition to these payments and commencing in conjunction therewith, the Index Retirement Benefit for each Plan Year subsequent to the year in which the Director attains Normal Retirement
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Age, and including the remaining portion of the Plan Year in which the Director attains Normal Retirement Age, shall be paid to the Director until the Director’s death.
| C. | Death: |
Should the Director die prior to having received the balance of the Pre-Retirement Acco.unt the Director may be entitled to under the terms of this Director Plan, the entire unpaid balance of the Director’s Pre-Retirement Account shall be paid in a lump sum to the individual or individuals the Director may have designated in writing and filed with the Bank. In the absence of any effective designation of beneficiary(ies), the unpaid balance shall be paid as set forth herein to the duly qualified executor or administrator of the Director’s estate. Said payment due hereunder shall be made the first day of the second month following the decease of the Director. Provided, however, that anything hereinabove to the contrary notwithstanding, no death benefit shall be payable hereunder if the Director dies on or before the 12th day of July, 2001.
| D. | Discharge for Cause: |
Should the Director be Discharged for Cause at any time, all benefits under this Director Plan shall be forfeited. The term for “cause” shall mean any of the following that result in an adverse effect on the Bank (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge for “cause”, such dispute shall be resolved by arbitration as set forth in this Director Plan.
| E. | Death Benefit: |
Except as set forth above, there is no death benefit provided under this Agreement.
| III. | RESTRICTIONS UPON FUNDING |
The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Director Plan. The Directors, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation.
The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Director Plan or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Director Plan, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall any Director be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank.
If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Director, then the Director shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.
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| IV. | MUTUAL TO STOCK CONVERSION OR CHANGE OF CONTROL |
Upon a Mutual to Stock Conversion or a Change of Control (as defined in Subparagraph I(I) herein), if the Director’s employment is subsequently terminated, except for cause, then the Director shall receive the benefits promised in this Agreement upon attaining Normal Retirement Age, as if he had been continuously employed by the Bank until said Normal Retirement Age. The Director will also remain eligible for all promised death benefits in this Agreement. In addition, no sale, merger, consolidation or conversion of the Bank shall take place unless the new or surviving entity expressly acknowledges the obligations under this Agreement and agrees to abide by its terms.
| V. | MISCELLANEOUS |
| A. | Alienability and Assignment Prohibition: |
Neither the Director, nor the Director’s surviving spouse, nor any other beneficiary(ies) under this Director Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Director or the Director’s beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Director or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank’s liabilities shall forthwith cease and terminate.
| B. | Binding Obligation of the Bank and any Successor in Interest: |
The Bank shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Bank under this Director Plan. This Director Plan shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.
| C. | Amendment or Revocation: |
It is agreed by and between the parties hereto that, during the lifetime of the Director, this Director Plan may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Director and the Bank.
| D. | Gender: |
Whenever in this Director Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.
| E. | Effect on Other Bank Benefit Plans: |
Nothing contained in this Director Plan shall affect the right of the Director to participate in or be covered by any qualified or non-qualified pension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the Bank’s existing or future compensation structure.
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| F. | Headings: |
Headings and subheadings in this Director Plan are inserted for reference and convenience only and shall not be deemed a part of this Director Plan.
| G. | Applicable Law: |
The validity and interpretation of this Agreement shall be governed by the laws of the State of Louisiana.
| H. | 12 U.S.C. § 1828(k): |
Any payments made to the Director pursuant to this Director Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) or any regulations promulgated thereunder.
| I. | Partial Invalidity: |
If any term, provision, covenant, or condition of this Director Plan is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Director Plan shall remain in full force and effect notwithstanding such partial invalidity.
| J. | Continuation as Director: |
Neither this Agreement nor the payment of any benefits thereunder shall be construed as giving to the Director any right to be retained as a member of the Board of Directors of the Bank.
| VI. | ERISA PROVISION |
| A. | Named Fiduciary and Plan Administrator: |
The “Named Fiduciary and Plan Administrator” of this Director Plan shall be St. Tammany Homestead Savings & Loan Association until its resignation or removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the Director Plan. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Director Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.
| B. | Claims Procedure and Arbitration: |
In the event a dispute arises over benefits under this Director Plan and benefits are not paid to the Director (or to the Director’s beneficiary(ies) in the case of the Director’s death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days from the date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall ‘provide in writing within sixty (60) days of receipt of such claim its
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specific reasons for such denial, reference to the provisions of this Director Plan upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid sixty-day period.
If claimants desire a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty (60) days of the first claim denial. Claimants may review this Director Plan or any documents relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan Agreement upon which the decision is based.
If claimants continue to dispute the benefit denial based upon completed performance of this Director Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Bank and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.
Where a dispute arises as to the Bank’s discharge of the Director for “cause”, such dispute shall likewise be submitted to arbitration as above-described and the parties hereto agree to be bound by the decision thereunder.
| VII. | TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS |
The Bank is entering into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If any said assumptions should change and said change has a detrimental effect on this Director Plan, then the Bank reserves the right to terminate or modify this Agreement accordingly. Upon a Change of Control [Subparagraph I (I)], this paragraph shall become null and void effective immediately upon said Change of Control.
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IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreement and executed the original thereof on the ___ day of ___________, ____, and that, upon execution, each has received a conforming copy.
| ST. TAMMANY HOMESTEAD SAVINGS & LOAN ASSOCIATION | |
| Covington, Louisiana |
| By: | |||
| Witness | Title: | ||
| Witness | |||
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AMENDMENT
TO THE DIRECTOR SUPPLEMENTAL RETIREMENT PLAN
DIRECTOR AGREEMENT DATED JULY 12, 1999
This Amendment, made and entered into this 21st day of July, 2004, by and between St. Tammany Homestead Savings & Loan Association, a savings and loan association organized and existing under the laws of the State of Louisiana, hereinafter referred to as the ‘‘Bank,” and , a Director of the Bank, hereinafter referred to as the “Director,” shall effectively amend the Director Supplemental Retirement Plan Director Agreement dated July 12, 1999, as specifically set forth herein. Said Agreement shall be amended as follows:
| 1) | Subparagraph II (B), Termination of Service, shall be deleted in its entirety and replaced with the following: |
| B. | Termination of Service: |
Subject to Subparagraph II (D), should a Director suffer a Termination of Service, the Director shall be entitled to receive a vested percentage of the Pre-Retirement Account and in conjunction therewith a vested percentage of the index benefit in accordance with the following schedule payable to the Director in ten (10) equal annual installments commencing thirty (30) days following the Director’s Normal Retirement Age [Subparagraph I (J)].
| Year | Vested Percentage | |||
| 2004 | 22 | % | ||
| 2005 | 26 | % | ||
| 2006 | 30 | % | ||
| 2007 | 34 | % | ||
| 2008 | 38 | % | ||
| 2009 | 42 | % | ||
| 2010 | 46 | % | ||
| 2011 | 50 | % | ||
| 2012 | 54 | % | ||
| 2013 | 58 | % | ||
| 2014 | 63 | % | ||
| 2015 | 67 | % | ||
| 2016 | 72 | % | ||
| 2017 | 75 | % | ||
| 2018 | 79 | % | ||
| 2019 | 83 | % | ||
| 2020 | 87 | % | ||
| 2021 | 91 | % | ||
| 2022 | 95 | % | ||
| 2023 | 99 | % | ||
| 2024 | 100 | % | ||
This Amendment shall be effective the 1st day of January, 2004. To the extent that any term, provision, or paragraph of said agreement is not specifically amended herein, or in any other amendment thereto, said term, provision, or paragraph shall remain in full force and effect as set forth in said July 12, 1999, Agreement.
IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Amendment and executed the original thereof on the first day set forth hereinabove, and that upon execution, each has received a conforming copy.
| ST. TAMMANY HOMESTEAD SAVINGS & LOAN ASSOCIATION | |
| Covington, Louisiana |
| By: | |||
| Witness | Title: | ||
| Witness | |||
LIFE INSURANCE ENDORSEMENT METHOD
SPLIT DOLLAR PLAN AGREEMENT
| Insurer: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Life Insurance Company |
| Policy Number: | |
| Bank: | St. Tammany Homestead Savings & |
| Loan Association | |
| Insured: | |
| Relationship of Insured to Bank: | Director |
The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:
| I. | DEFINITIONS |
Refer to the policy contract for the definition of all terms in this Agreement.
| II. | POLICY TITLE AND OWNERSHIP |
Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.
| III. | BENEFICIARY DESIGNATION RIGHTS |
The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured’s share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement.
| IV, | PREMIUM PAYMENT METHOD |
The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the policy in force.
| V. | TAXABLE BENEFIT |
Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Bank (or its administrator) will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent.
| VI. | DIVISION OF DEATH PROCEEDS |
Subject to Paragraphs VII and IX herein, the division of the death proceeds of the policy is as follows:
| A. | Should the Insured die on or before the 12th day of July, 2001, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to one hundred percent (100%) of the net at risk insurance portion of the proceeds. The net at risk insurance portion is the total proceeds less the cash value of the policy. |
| B. | Should the Insured die subsequent to the 12th day of July, 2001, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to eighty percent (80%) of the net at risk insurance portion of the proceeds. The net at risk insurance portion is the total proceeds less the cash value of the policy. |
| C. | The Bank shall be entitled to the remainder of such proceeds. |
| D. | The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest |
| VII. | DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY |
The Bank shall at all times be entitled to an amount equal to the policy’s cash value, as that term is defined in the policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable surrender charges. Such cash value shall be determined as of the date of surrender or death as the case may be.
| VIII. | RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS |
In the event the policy involves an endowment or annuity element, the Bank’s right and interest in any endowment proceeds or annuity benefits, on expiration of the deferment period, shall be determined under the provisions of this Agreement by regarding such endowment proceeds or the commuted value of such annuity benefits as the policy’s cash value. Such endowment proceeds or annuity benefits shall be considered to be like death proceeds for the purposes of division under this Agreement.
| IX. | TERMINATION OF AGREEMENT |
This Agreement shall terminate upon the occurrence of any one of the following:
| 1. | The Insured shall be discharged from service with the Bank for cause. The term for “cause’ shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or |
| 2. | Surrender, lapse, or other termination of the Policy by the Bank. |
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Upon such termination, the Insured (or assignee) shall have a fifteen (15) day option to receive nom the Bank an absolute assignment of the policy in consideration of a cash payment to the Bank, whereupon this Agreement shall terminate. Such cash payment referred to hereinabove shall be the greater of:
| 1. | The Bank’s share of the cash value of the policy on the date of such assignment, as defined in this Agreement; or |
| 2. | The amount of the premiums which have been paid by the Bank prior to the date of such assignment. |
If, within said fifteen (15) day period, the Insured fails to exercise said option, fails to procure the entire aforestated cash payment, or dies, then the option shall terminate, and the Insured (or assignee) agrees that all of the Insured’s rights, interest and claims in the policy shall terminate as of the date of the termination of this Agreement.
The Insured expressly agrees that this Agreement shall constitute sufficient written notice to the Insured of the Insured’s option to receive an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above.
| X. | INSURED’S OR ASSIGNEE’S ASSIGNMENT RIGHTS |
The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject policy nor any rights, options, privileges or duties created under this Agreement.
| XI. | AGREEMENT BINDING UPON THE PARTIES |
This Agreement shall bind the Insured and the Bank, their heirs, successors, personal representatives and assigns.
| XII. | ERISA PROVISIONS |
The following provisions are part of this Agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”):
| A. | Named Fiduciary and Plan Administrator. |
The ‘‘Named Fiduciary and Plan Administrator” of this Endorsement Method Split Dollar Agreement shall be St. Tammany Homestead Savings & Loan Association until resignation or removal by the Board of Directors. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control, and administration of this Split Dollar Plan as established herein. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan, including the employment of advisors and the delegation of any ministerial duties to qualified individuals.
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| B. | Funding Policy. |
The funding policy for this Split Dollar Plan shall be to maintain the subject policy in force by paying, when due, all premiums required.
| C. | Basis of Payment of Benefits. |
Direct payment by the Insurer is the basis of payment of benefits under this Agreement, with those benefits in turn being based on the payment of premiums as provided in this Agreement.
| D. | Claim Procedures. |
Claim forms or claim information as to the subject policy can be obtained by contacting The Benefit Marketing Group, Inc. (770-952-1529). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the Named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement.
In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurer’s actions should be in writing and submitted to the office named above for transmittal to the Insurer.
| XIII. | GENDER |
Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.
| XIV | INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT |
The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer for any and all liability.
| XV. | MUTUAL TO STQCK CONVERSION OR A CHANGE OF CONTROL |
Mutual to Stock Conversion shall mean the conversion of the Bank from a mutual savings and loan association to an entity which issues stock and is owned by its shareholders. Such Mutual to Stock Conversion shall be deemed to be a Change of Control for purposes of this Agreement. For the purposes of this Director Plan, transfers on account of deaths or gifts, transfers between family members or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change of Control.
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| XVI. | AMENDMENT OR REVOCATION |
It is agreed by and between the parties hereto that, during the lifetime of the Insured, this Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Insured and the Bank.
| XVII. | EFFECTIVE DATE |
The Effective Date of this Agreement shall be July 12, 1999.
| XVIII. | SEVERABILITY AND INTERPRETATION |
If a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms. Further, in the event that any provision is held to be over broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to law and enforced as amended.
| XVIX. | APPLICABLE LAW |
The validity and interpretation of this Agreement shall be governed by the laws of the State of Louisiana.
Executed at Covington, Louisiana this 19th day of November, 1999.
| ST. TAMMANY HOMESTEAD SAVINGS & LOAN ASSOCIATION | |
| Covington, Louisiana |
| By: | |||
| Witness | Title: | ||
| Witness | |||
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