Exhibit 10.2
INDEXED EXECUTIVE SALARY
CONTINUATION PLAN
AGREEMENT
---------
THIS AGREEMENT made and entered into this 14th day of April 1998, by and
between the ROCKPORT NATIONAL BANK, a national banking association organized and
existing under the laws of the United States of America, hereinafter referred to
as the "Bank", and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Chief Financial Officer of the Bank,
hereinafter referred to as the "CFO".
It is the consensus of the Board of Directors of the Bank (the Board) that
the CFO's services have been of exceptional merit and a valuable contribution to
the performance of the Bank. The Board further believes that the CFO's
experience, knowledge of corporate affairs, reputation and industry contacts are
likely to be of value in the future and her continued services are of sufficient
importance to the Bank's future growth and profits that it could suffer
financial loss should the CFO terminate her services.
Further, the Bank has conducted a survey of executive compensation paid by
similarly situated financial institutions and has determined that the
compensation paid to its executives is reasonable in relation to the services
rendered.
Accordingly, it is the desire of the Bank and the CFO to enter into this
Agreement under which the Bank agrees to make certain payments to the CFO upon
her retirement or termination and, alternatively, to her beneficiary(ies) in the
event of her death while employed by the Bank.
It is the intent of the parties hereto that this Agreement be considered an
arrangement maintained primarily to provide supplemental retirement benefits for
the CFO, as a member of a select group of management of highly compensated
employees of the Bank for purposes of the Employee Retirement Security Act of
1974 (ERISA). The CFO is fully advised of the Bank's financial status and has
had substantial input in the design and operation of this benefit plan.
Therefore, in consideration of the CFO's services performed in the past and
those to be performed in the future, and based upon mutual promises and
covenants herein contained, the Bank and CFO agrees as follows:
I. DEFINITIONS.
------------
A. Effective Date.
---------------
The "Effective Date" of this Agreement shall be April 14, 1998.
2
B. Plan Year.
----------
Any reference to "Plan Year" shall mean a calendar year from January 1
to December 31. In the year of implementation, the term "Plan Year"
shall mean the period from the Effective Date to December 31 of the
year of the Effective Date.
C. Termination of Service.
-----------------------
"Termination of Service" shall mean death, resignation due to physical
disability, voluntary resignation of the services by the CFO or
dismissal of the CFO other than "For Cause" as defined in subparagraph
II(D) hereof, by the Bank.
D. Normal Retirement Age.
----------------------
"Normal Retirement Age" shall mean the date on which the CFO attains
age sixty-five (65).
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 CFO. The
initial balance in the Pre-retirement Account is zero (0). Prior to
Termination of Service, such liability reserve account shall be
increased or decreased each Plan Year by an amount equal to the annual
earnings or loss for the Plan Year determined by the Index (described
in subparagraph I(G) hereinafter), less the Opportunity Cost for that
year (described in subparagraph I(H) hereinafter).
F. Index Retirement Benefit.
-------------------------
The Index Retirement Benefit for the CFO for any year shall be equal
to the excess of the annual earnings (if any) determined by the Index
(subparagraph I(G)) for the Plan Year over the Opportunity Cost
(subparagraph I(H)) for that Plan Year.
G. Index.
------
The Index for any year shall be the aggregate annual income from the
life insurance contracts described hereinafter as defined by FASB
Bulletin 85-4 as in effect on the date of this Agreement. This Index
shall be applied as if such insurance contracts were purchased on the
Effective Date hereof.
3
Insurance Company: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Policy Form: TBD
Policy Name: TBD
Insured's Age, Sex: Female, 43
Riders: None
Ratings: None
Face Amount: $100,000
Premiums Paid: TBD
No. of Premium Payments: One
Assumed Purchase Date: TBD
If such contracts of life insurance are actually purchased by the
Bank, then the actual policies as of the dates they were purchased
shall be used in the calculations under this Agreement. If such
contracts of life insurance are not purchased or are subsequently
surrendered or lapse, then the Bank shall receive annual policy
illustrations that assume the above described policies were purchased
from the above name insurance company(ies) on the Effective Date from
which the increase in policy value will be used to calculate the
amount of the Index.
In either case, references to the life insurance contract are merely
for purposes of calculating a benefit. The Bank has no obligation to
purchase such life insurance and, if purchased, the CFO and her
beneficiary(ies) shall have no ownership interest in such policy and
shall always have no greater interest in the benefits under this
Agreement than that of an unsecured general creditor of the Bank.
H. Opportunity Cost.
-----------------
The "Opportunity Cost" for any year shall be calculated by taking the
sum of the amount of premiums set forth in the Index policies
described above plus the amount of any benefits paid to the CFO
pursuant to this Agreement (Paragraph II hereinafter) plus the amount
of all previous years Opportunity Cost, and multiplying that sum by
the interest expense of the Bank expressed as a percentage as reported
in the Uniform Bank Performance Report (UBPR) for the quarter ended
9/30 for that year plus 50 basis points (.50).
I. Change in Control.
------------------
A "Change In Control" shall be deemed to have occurred in either of
the following events:
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1. When any "person" (as such terms is used in Sections 13(d) and 14
(d)(2) of the Securities and Exchange Act of 1934 as amended (the
"1934 Act") becomes a beneficial owner (as such term is defined
in Rule 13(d)(3) promulgated under the 1934 Act), directly or
indirectly, of the securities of the Bank (or of any entity which
directly or indirectly, through one or more directly owned
subsidiaries, owns at least fifty (50%) of the outstanding common
stock of the Bank) or representing twenty-five percent (25%) or
more of the total number of votes that may be cast for election
of directors of the Bank and other such entity after the
Effective Date hereof; or
2. If, as a result of, or in connection with, any tender or exchange
offer, merger, or other business combination, sale of assets or
contested election, or any combination of the foregoing
transactions, the persons who were directors of the Bank, or any
such entity as defined in (1) above, immediately before such
transaction shall cease to constitute a majority of the Board of
Directors of the Bank or such entity or of any successor
institution immediately after such transaction.
J. Vesting.
--------
Any reference to vesting or a vesting schedule percentage shall mean
the following percentage for the following full years of service with
the Bank subsequent to her first day of full employment. Any full
years of service existing on the Effective Date shall be credited to
CFO for purposes of the Agreement and the following schedule.
Full Years of Service
With the Bank Percentage
------------- ----------
0-4 10%
5 20%
6 30%
7 40%
8 50%
9 60%
10 70%
11 80%
12 90%
13 90%
14 90%
15 100%
5
II. INDEX BENEFITS.
--------------
A. Retirement Benefits.
-------------------
Should the CFO continue to be employed by the Bank until her "Normal
Retirement Age" defined in subparagraph I(D), she shall be entitled to
receive the balance in her Pre-retirement Account (as defined in the
subparagraph I(E)). The CFO shall elect, at least one year prior to
her right to receive the balance in the Pre-retirement Account, one of
the following methods of payment:
1. Lump sum
2. Equal installment for five (5) years
3. Equal installment for ten (10) years
4. Equal installments for fifteen (15) years
5. Equal installments for twenty (20) years
In addition to these payments, commencing within thirty (30) days of
her retirement, the Index Retirement Benefit (subparagraph I(F)) for
each Plan Year shall be paid to the CFO until her death.
B. Termination of Service.
----------------------
Upon Termination of Service (subparagraph I (C)), the CFO shall be
entitled to the amount in her Pre-retirement Account, according to the
Vesting Schedule, paid in a lump sum within one year of the date of
such termination. In addition, she shall be entitled to receive a
percentage of the Index Retirement Benefit (subparagraph I(F))
according to the Vesting Index Retirement Benefit (subparagraph I(J))
for each Plan Year until her death.
C. Change of Control.
-----------------
At any time, in the event of a Change of Control as addressed in
(subparagraph I(1)), the CFO shall receive the benefits promised in
this Agreement upon attaining Normal Retirement Age, as if she had
been continuously employed by the Bank until that time. The CFO will
also remain eligible for any promised death benefits in this
Agreement. In addition, no sale, merger, or consolidation 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. Specifically, upon said Change of Control the Pre-
retirement Account benefit and the Index Retirement Benefit and the
death benefit shall be 100% vested to the CFO or her beneficiary(ies).
6
D. Death.
------
Should the CFO die prior to having received that portion of her Pre-
retirement Account she was entitled to pursuant to subparagraph II(A)
or (B) hereinabove, the unpaid balance of the Pre-retirement Account
shall be paid in a lump sum to the beneficiary selected by the CFO and
filed with the Bank. In the absence of or a failure to designate a
beneficiary, the unpaid balance shall be paid in a lump sum to the
personal representative of the CFO's estate.
E. Involuntary Resignation or Termination for Cause.
-------------------------------------------------
Upon CFO's discharge for cause, this Agreement shall terminate and no
further benefits shall be due or payable. "For Cause" shall be deemed
to be the conviction of the CFO of a felony or the failure to follow a
reasonable lawful order of the Board of Directors consistent with safe
and sound banking practices or some deliberate act of dishonesty with
respect to the Bank or any subsidiary or affiliate, or conviction of a
crime involving moral turpitude.
F. 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 Agreement. The CFO,
her beneficiary(ies) or any successor in interest to her 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 Agreement or to refrain from funding the same
and to determine the exact nature and method of such funding. Should the Bank
elect to fund this Agreement, 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 the CFO be deemed to have any lien
or right, title or interest in or to any specific funding investments or to any
assets of the Bank.
IV. MISCELLANEOUS.
--------------
A. Alienability and Assignment Prohibition.
----------------------------------------
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Neither the CFO nor any beneficiary under this Agreement 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, judgements, alimony or
separate maintenance owed by the CFO or her beneficiary, nor be
transferable by operation of law in the event of bankruptcy,
insolvency, or otherwise. In the event the CFO or any beneficiary
attempts assignment, commutation, hypothecation, transfer or disposal
of the benefits hereunder, the Bank's liabilities shall forthwith
cease and terminate.
B. Bank Regulatory Status.
-----------------------
The Bank shall not be obligated to make payments hereunder to the
extent such payments are prohibited by applicable banking laws,
regulations or directives.
C. Revocation.
-----------
It is agreed by and between the parties hereto that, during the
lifetime of the CFO, this Agreement may be amended or revoked at any
time or times, in whole or in part, by the mutual written assent of
the CFO and the Bank.
D. 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.
E. Effect on Other Bank Benefit Plans.
-----------------------------------
Nothing contained in this Agreement shall affect the right of the CFO
to participate in or be covered by any qualified or non-qualified or
non-qualified pension, profit-sharing, group, bonus or other
supplemental compensation or fringe benefit plan constituting a part
of the Bank or its successors, affiliates or subsidiaries existing or
future compensation structure.
F. Headings.
---------
Headings and subheadings in this Agreement are inserted for reference
and convenience only and shall not be deemed a part of this Agreement.
8
G. Applicable Law.
---------------
The validity and interpretation of this Agreement shall be government
by the laws of the United States of America and the Commonwealth of
Massachusetts.
V. ADMINISTRATION.
---------------
A. Plan Administrator.
-------------------
The Plan Administrator (the "Administrator") of this plan shall be the
Salary Committee of the Board. As Administrator, the Salary Committee
shall be responsible for the management, control and administration of
the Indexed CFO Salary Continuation Plan as established herein (the
"Plan"). It may delegate to others certain aspects of the management
and operation responsibilities of the 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 Agreement and
benefits are not paid to the CFO (or to her beneficiary in the case of
the CFO's death) and such claimants feel they are entitled to received
such benefits, then a written claim must be made to the Administrator
named above within ninety (90) days from the date payments are
refused. The Administrator and the Bank shall review the written
claim and if the claim is denied, in whole or in part, they shall
provide in writing within ninety (90) days of receipt of such claim
their specific reasons for such denial, reference to the provisions of
this Agreement 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 approved if the Administrator fails to take any action
within the aforesaid ninety day period.
If claimants desire a second review, they shall notify the
Administrator within ninety (90) days of the first claim denial.
Claimants may review this Agreement or any documents relating thereto
and submit any written issues and comments they may feel appropriate.
In its discretion, the Administrator shall then review the second
claim and provide a written decision within ninety (90) days of the
receipt of such claim. This decision shall likewise state the
specific reasons for the decision and shall include reference to
specific provisions of this Agreement upon which the decision is
based.
9
If claimants continue to dispute the benefit denial based upon
completed performance of this Agreement or the meaning and effect of
the terms and conditions thereof, then claimants may submit the
dispute to a Board of Arbitration of final arbitration. Said Board of
Arbitration shall consist of one member selected by the claimant, one
member selected by the Bank, and the third member selected by the
first two members. The Board of Arbitration 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 Board of
Arbitration with respect to any controversy properly submitted to it
for determination.
Where a dispute arises as to the Bank's discharge of the CFO "For
Cause", then solely for the purpose of determining the CFO's rights
under this Agreement, such a dispute shall be likewise submitted to
arbitration as above described and the parties hereto agree to be
bound by the decision thereunder.
VI. EMPLOYMENT.
-----------
This Agreement is not an employment agreement and shall not be construed as
such. Nothing in this Agreement shall be construed to constitute or to be
evidence of any agreement or understanding, express or implied, on the part of
the Bank to employ or retain the CFO as an employee for any specific period of
time, or on the part of the CFO to remain as an employee of the Bank for any
specific period of time.
IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully
read this Agreement and executed the original thereof on this 14th day of
-------
April, 1998, and that upon execution, each has received a conforming copy.
FOR THE BANK,
/s/▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ 4/14/98
---------------------------- -------
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ Date
Chairman, Board of Directors
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 4/14/98
---------------------------- -------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date
ENDORSEMENT METHOD
SPLIT DOLLAR PLAN AGREEMENT
---------------------------
Insurer:
Policy No.:
Bank: Rockport National Bank
Insured: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Relationship of
Bank to Insured: Employer
The respective rights and duties of the Bank and the Insured in the subject
policy shall be as defined in the following:
I. DEFINITIONS
-----------
Refer to the policy contract for the definition of the terms in the
Agreement.
II. POLICY TITLE AND OWNERSHIP
--------------------------
The parties shall cooperate in applying for and obtaining the policy.
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
written 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 her 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.
2
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 Employee the amount of imputed
income received each year on Form W-2 or its equivalent. The split-dollar
arrangement provided for in this Agreement, which the parties intend to
satisfy the requirement of Rev. Ruling 64-328, 1964-2 C.B. 11, relates to a
life insurance policy with an initial face amount of $100,000 to be issued
on the life of the Insured to be owned by the Bank subject to an
endorsement in favor of the Insured.
VI. DIVISION OF DEATH PROCEEDS
--------------------------
Subject to Paragraph VII herein, the division of the death proceeds of the
policy is as follows:
A. Should the Insured be employed by the Bank at the time of his or her
death, 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.
B. Should the Insured not be employed by the Bank at the time of his or
her death, the Insured's beneficiary(ies) designated in accordance
with Paragraph III, shall be entitled to the following percentage of
the proceeds described in subparagraph VI(A) hereinabove that
corresponds to the year of service the Insured served with the Bank:
Full Years of Service
With the Bank Vested
------------- ------
0-4 10%
5 20%
6 30%
7 40%
8 50%
9 60%
10 70%
11 80%
12 90%
13 90%
14 90%
15 100%
3
At any time in the event of a Change of Control, the Insured's portion
of the death proceeds shall be 100% vested to her beneficiaries.
C. The Bank shall be entitled to the remainder of such proceeds.
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
------------------------------
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. In the event of death, the Bank
shall be entitled to the greater of the premiums paid or the cash surrender
value.
VIII. PREMIUM WAIVER
--------------
If the policy contains a premium waiver provision, such waived amounts
shall be considered for all purposes of this Agreement as having been paid
by the Bank.
IX. TERMINATION OF AGREEMENT
------------------------
This Agreement shall terminate at the option of the Bank following thirty
(30) days written notice to the Insured upon the happening of any one of
the following:
1. The Insured shall leave the service of the Bank and accepts any
position at any other bank office in Essex County within one year of
her resignation.
2. The Insured shall be discharged from service with the Bank for cause.
The term "for cause" shall mean gross negligence or gross neglect or
the commission of a felony or gross-misdemeanor involving moral
turpitude, fraud, dishonesty or willful violation of any law that
results in any adverse effect on the Bank.
Upon such termination, the Insured (or assignee) shall have a ninety (90)
day option to receive from 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 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.
4
X. 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.
XI. 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.
XII. AGREEMENT BINDING UPON THE PARTIES
----------------------------------
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
--------------------------------------
The Salary Committee of the Board of Directors of the Bank is hereby
designated the Plan Administrator until resignation or removal by the Board
of Directors. As Plan Administrator, the Salary Committee of the Board of
Directors of the Bank shall be responsible for the management, control, and
administration of this Split Dollar Plan as established herein. The Plan
Administrator may allocate 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.
XIV. 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;
provided, however, that the Bank may, in its sole and absolute discretion,
cancel the policy or policies referred to herein, subject to the Insured's
right to purchase the policy for an amount equal to the greater of the
aggregate amount of premiums paid or the cash surrender value determined in
accordance with Paragraph VII hereof.
5
XV. CLAIMS PROCEDURE FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR PLAN
----------------------------------------------------------------
Promptly following the Insured's death, the parties shall cooperate in the
filing of a death claim in accordance with the Insurer's claims procedures.
Claims forms or claim information as to the subject policy can be obtained
by contacting ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Company. When the Plan Administrator has a
claim which may be covered under the provisions described in the insurance
policy, he should contact the office named above and they will either
complete a claim form and forward it to an authorized representative of the
Insured or advise the named Plan Administrator what further requirements
are necessary. The Insured will evaluate and make a decision as to
payment. If the claim is payable, a benefit check will be issued to the
Plan Administrator.
In the event that a claim is not eligible under the policy, the Insurer
will notify the Plan Administrator of the denial pursuant to the
requirements under the terms of the policy. If the Plan Administrator is
dissatisfied with the denial of the claim and wishes to contest such claim,
denial, he 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 Insured.
XVI. 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.
XVII. EMPLOYMENT OF INSURED
---------------------
This Agreement is not an employment agreement and shall not be construed as
such. Northing in this Agreement shall be construed to constitute or to be
evidence of any agreement or understanding, express or implied, on the part
of the Bank to employ or retain the Insured as an employee for any specific
period of time, or on the part of the Insured to remain as an employee of
the Bank for any specific period of time.
XVIII. AMENDMENT
---------
This Agreement may be altered, amended or modified, including the addition
of any extra policy provisions, but only by written instrument signed by
all of the parties.
6
XIX. GOVERNING LAW
-------------
This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties have signed and sealed this Agreement as of
the day and year first above written.
ROCKPORT NATIONAL BANK
BY: /s/ T.A. Scharfentstein
----------------------------------
▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Chairman, Board of Directors
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
7
BENEFICIARY DESIGNATION FORM
PRIMARY DESIGNATION:
Name Relationship
---- ------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Spouse
--------------------------------- ------------------------------
--------------------------------- ------------------------------
--------------------------------- ------------------------------
CONTINGENT DESIGNATION:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Daughter (50%)
--------------------------------- -----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ Daughter (50%)
--------------------------------- -----------------------------
--------------------------------- ------------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ April 23, 1998
--------------------------------- ------------------------------
Signature of Insured Date
AMENDMENT
TO THE EXECUTIVE SALARY
CONTINUATION PLAN AGREEMENT
DATED APRIL 14, 1998
This Amendment, made and entered into this 24 day of June, 1998, by and
between Rockport National Bank, a Bank organized and existing under the laws of
the Commonwealth of Massachusetts, hereinafter referred to as "the Bank", and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Chief Financial Officer of the Bank, hereinafter
referred to as "the CFO", shall effectively amend the Executive Salary
Continuation Plan Agreement dated April 14, 1998, as specifically set forth
herein pursuant to Subparagraph IV (C) of said Agreement.
1.) Subparagraph I (G), Index, shall be amended to include the following policy
-----
information:
Insurance Company: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Policy Form: Flexible Premium Adjustable Life
Policy Name: Executive Security Plan IV
Insured's Age, Sex: Female, 43
Riders: None
Ratings: None
Face Amount: $360,000
Premiums Paid: $100,000
No. of Premium Payments: Single Premium
Assumed Purchase Date: April 14, 1998
This Amendment shall be effective on the date set forth herein above. To
the extent that any paragraph of the Executive Salary Continuation Plan
Agreement is not specifically amended herein, or in any other amendment thereto,
said paragraph shall remain in full force and effect as set forth in said
Agreement.
IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully
read this Agreement and executed the original thereof on the 24 day of June,
1998, and that, upon execution, each has received a conforming copy.
ROCKPORT NATIONAL BANK
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. VP
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Witness Title
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