THIRD AMENDMENT TO THE UMPQUA BANK JOINT BENEFICIARY AGREEMENT (By and Between UMPQUA BANK and CLINTON STEIN)
EXHIBIT 10.90
THIRD AMENDMENT TO THE
UMPQUA BANK
(By and Between UMPQUA BANK and ▇▇▇▇▇▇▇ ▇▇▇▇▇)
This Third Amendment to the Umpqua Bank Joint Beneficiary Agreement (“Amendment”) hereby amends the prior Joint Beneficiary Agreement (“Original Agreement”), previously entered into on November 11, 2011, by and between Columbia State Bank, which has since merged with and is now known as UMPQUA BANK (“Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Insured"). This Amendment hereby amends the Original Agreement by and between the parties as follows:
1. The following life insurance policies shall be added to page 1 of the Original Agreement and shall be subject to its terms: Protective Life Insurance Company Policy #85309449 and Massachusetts Mutual Life Insurance Company Policy #39170837.
2. Paragraph 1.1 of the Agreement shall be deleted in its entirety and shall be replaced with the following:
1.1 Accelerated Benefit/ Terminal Illness Rider/ Chronic Illness Rider. The term “Accelerated Benefit” shall mean amounts requested and received pursuant to any Policy(ies’) rider permitting the policy owner or Insured access to portions of the eligible death benefit in the event Insured is diagnosed with a “Terminal” or “Chronic” illness.
An Accelerated Benefit may be received through either a “Terminal Illness Rider” (generally requiring that an Insured’s life expectancy is less than 12 months) or a “Chronic Illness Rider” (generally requiring that an Insured is unable to care for themself or requires substantial assistance and that the condition either has/is expected to last for a specified duration). In order to receive any Accelerated Benefit under this Agreement, Insured must qualify as “Terminally” or “Chronically” ill under the terms of and as required by the individual Policy(ies).
3. Section 7 of the Agreement shall be deleted in its entirety and shall be replaced with the following:
7. ACCELERATED BENEFIT IN THE EVENT OF TERMINAL OR CHRONIC ILLNESS (AS APPLICABLE) AND DIVISION OF CASH SURRENDER VALUE.
A. Terminal Illness. In the event the Policy(ies) provides for such option through a Terminal Illness Rider and Insured satisfies the
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Policy requirements regarding what it means to be Terminally Ill, then provided that Insured has not yet Separated From Service, they shall have the right to request (in writing) and receive from the Policy(ies) an amount up to the benefit specified in Paragraph 6A; however, this amount shall be subject to any further limitation imposed by the Policy(ies) itself.
Insured shall have no ability to access the Terminal Illness Rider after they have Separated From Service.
B. Chronic Illness. In the event the Policy(ies) provides for such option through a Chronic Illness Rider and Insured satisfies the Policy requirements regarding what it means to be Chronically Ill, then Insured must satisfy at least one of the following in order to have the right to request (in writing) and receive amounts pursuant to the Chronic Illness Rider:
(i) Insured has not Separated From Service, OR
(ii) Insured Separates From Service on or after November 1, 2026, for any reason other than a Termination For Cause, OR
(iii) Insured Separates From Service on or after a Change in Control for any reason other than a Termination For Cause, OR
(iv) Insured Separates From Service prior to November 1, 2026, due to a Termination Without Cause, OR
(v) Insured Separated From Service under a qualifying retirement where qualifying retirement is defined as the Insured’s combined total of age plus service (both in whole years) being greater than or equal to Seventy-Five (75), OR
(vi) Insured Separates From Service as a result of becoming Disabled.
In the event the forgoing requirements are satisfied, then subject to any further limitation on amounts imposed by the Policy(ies) itself, Insured shall have the right to request (in writing) and receive from the Policy(ies), an amount which does not exceed Five Hundred Thousand Dollars ($500,000).
C. Any Accelerated Benefit paid to the Insured hereunder shall be deducted from any amounts to which Insured or their Beneficiary(ies) is (or may be) entitled pursuant to the provisions of Paragraph 6 of the Split Dollar Agreement.
D. Neither Employer nor ▇▇▇▇▇▇▇▇ & Company (PFIS) make any representations or warranties about the tax consequences of such a request for accelerated or living benefits.
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In addition, and subject to the forgoing, at all times prior to the Insured’s death, the Bank shall be entitled to an amount equal to the Policy(ies)’s cash value, as that term is defined in the Policy(ies) contract, less any Policy loans, accelerated benefits 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.
4. Paragraph 9 of the Agreement shall be deleted in its entirety and shall be replaced with the following:
A. Right to receive Death Benefit. Insured’s right to receive death benefit proceeds pursuant to the provisions of Paragraph 6 shall terminate upon Insured’s Separation From Service.
B. Right to Receive an Accelerated Benefit. If Insured has either requested an Accelerated Benefit prior to Separating From Service or if they have retained the right to receive an Accelerated Benefit after Separating From Service, then this Agreement shall terminate in its entirety only upon either (i) the mutual written agreement of the Bank and Insured, or (ii) upon Insured requesting and receiving an Accelerated Benefit in the full amount they are (or may be) entitled to receive pursuant to the provisions of Section 7 above.
C. Termination By Operation. Notwithstanding the forgoing, this Agreement shall immediately terminate in its entirety in the event Insured is Terminated For Cause at any time or in the event Insured is no longer entitled to receive a Death benefit or an Accelerated Benefit.
To the extent that any paragraph, term, or provision of the Agreement is not specifically amended herein, or in any other amendment thereto, said paragraph, term, or provision shall remain in full force and effect as set forth in said Agreement.
IN WITNESS WHEREOF, the Insured and a duly authorized Bank officer have signed this Amendment as of the written date.
UMPQUA BANK
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Authorized Bank Officer Signature
Authorized Bank Officer Signature
Executive Vice President/CHRO
Authorized Bank Officer Title
Authorized Bank Officer Title
Date: October 30, 2024
INSURED
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Insured- Signature
Insured- Signature
Date: October 30, 2024
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