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ST. XXXXXXX BANK, FSB
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
THIS AGREEMENT made and entered into as of this 1st day of June, 1997,
by and between St. Xxxxxxx Bank, FSB, (hereinafter referred to as the "Bank"),
and Xxxxxx X. Xxxx, (the "Employee").
PREMISES
A. The Employee is employed by the Bank; and
B. The Employee wishes to provide life insurance protection for his
family in the event of his death, under a whole life insurance policy insuring
his life (hereinafter referred to as the "Policy"), which is described in
Exhibit A attached hereto and by this reference made a part hereof, and which is
being issued by Pacific Mutual Life Insurance Company (hereinafter referred to
as the "Insurer"); and
C. The Bank wishes to obtain key man insurance in the event of
Employee's death because the death of the Employee would cause the Bank
financial loss; and
D. The Bank is willing to pay the premiums due on the Policy as an
additional employment benefit for the Employee and to obtain key man insurance
benefits in the event of Employee's death, on the terms and conditions
hereinafter set forth; and
E. The Employee is the owner of the Policy and as such possesses all
the incidents of ownership in and to the policy; and
F. The Bank wishes to have the Policy collaterally assigned to it by
the Employee, in order to secure payment of its share of the benefit in the
event of the Employee's death and to secure the repayment of the amounts which
it will pay toward the premiums on the Policy.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises contained herein, the parties hereto agree as follows:
1. Purchase of Policy. The Employee will purchase the Policy from the
Insurer in the initial face amount of $1,985,753. The parties hereto will take
all necessary action to cause the Insurer to issue the Policy, and shall take
any further action which may be necessary to cause the Policy to conform to the
provisions of this Agreement. The parties hereto agree that the Policy shall be
subject to the terms and conditions of this Agreement and of the collateral
assignment filed with the Insurer relating to the Policy.
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2. Ownership of Policy. The Employee shall be the sole and absolute
owner of the Policy, and may exercise all ownership rights granted by the terms
of the Policy, except as may otherwise be provided herein.
3. Policy Dividends. Any dividend declared on the Policy shall be
applied to purchase paid-up additional insurance on the life of the Employee.
The parties hereto agree that the dividend election provisions of the Policy
shall conform to the provisions hereof.
4. Payment of Premiums. On or before the due date of each Policy
premium, or within the grace period provided therein, the Bank shall pay the
full amount of the premium to the Insurer, and shall, upon request, promptly
furnish the Employee evidence of timely payment of such premium. The Bank shall
annually furnish the Employee a statement of the amount of income reportable by
the Employee for federal and state income tax purposes, as a result of the
insurance protection provided to the Employee's beneficiary.
5. Collateral Assignment. To secure the repayment to the Bank of the
amount of the premiums on the Policy paid by it hereunder, the Employee has,
contemporaneously herewith, assigned the Policy to the Bank as collateral under
the form used by the Insurer for such assignments. The collateral assignment
("Collateral Assignment") of the Policy to the Bank hereunder shall not be
terminated, altered or amended by the Employee, without the express written
consent of the Bank. The parties hereto agree to take all action necessary to
cause such Collateral Assignment to conform to the provisions of this Agreement.
6. Limitations on Employee's Rights in Policy.
a. Except as otherwise provided herein, the Employee shall not sell,
assign, transfer, borrow against, surrender or cancel the Policy, change the
beneficiary designation provision thereof, nor terminate the dividend election
thereof without, in any such case, the express written consent of the Bank.
b. Notwithstanding any provision hereof to the contrary, the
Employee shall have the right to absolutely and irrevocably give to a donee all
of his right, title and interest in and to the Policy, subject to the Collateral
Assignment of the Policy to the Bank pursuant hereto. The Employee may exercise
this right by executing a written transfer of ownership in the form used by the
Insurer for irrevocable gifts of insurance policies, and delivering this form
to the Bank. Upon receipt of such form, executed by the Employee and duly
accepted by the donee thereof, the Bank shall consent thereto in writing, and
shall thereafter treat the Employee's donee as the sole owner of all of the
Employee's right, title and interest in and to the Policy, subject to this
Agreement and the Collateral Assignment of the Policy to the Bank pursuant
thereto. Thereafter, the Employee shall have no right, title. or interest in and
to the Policy, all such rights being vested in and exercisable only by such
donee.
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7. Collection of Death Proceeds.
a. Upon the death of the Employee, the Bank shall cooperate with the
beneficiary or beneficiaries designated by the Employee to take whatever action
is necessary to collect the death benefit provided under the Policy; when such
benefit has been collected and paid as provided herein, this Agreement shall
thereupon terminate.
b. Upon the death of the Employee, the Bank shall have the
unqualified right to receive a portion of such death benefit equal to the
greater of: (i) $750,000; or (ii) the total amount of the premiums paid by it
hereunder, reduced by any outstanding indebtedness which was incurred by the
Bank and secured by the Policy, including any interest due on such indebtedness.
The balance of the death benefit provided under the Policy, if any, shall be
paid directly to the beneficiary or beneficiaries designated by the Employee, in
the manner and in the amount or amounts provided in the beneficiary designation
provision of the Policy. In no event shall the amount payable to the Bank
hereunder exceed the Policy proceeds payable at the death of the Employee. No
amount shall be paid from such death benefit to the beneficiary or beneficiaries
designated by the Employee until the full amount due the Bank hereunder has been
paid. The parties hereto agree that the beneficiary designation provision of the
Policy shall conform to the provisions hereof.
c. Notwithstanding any provision hereof to the contrary, in the
event that, for any reason whatsoever, no death benefit is payable under the
Policy upon the death of the Employee and in lieu thereof the Insurer refunds
all or any part of the premiums paid for the Policy, the Bank shall have the
unqualified right to such premiums.
8. Termination of the Agreement During the Employee's Lifetime.
a. This Agreement shall terminate during the Employee's lifetime,
without notice, upon the occurrence of any of the following events: (a) total
cessation of the Bank's business; (b) bankruptcy, receivership or dissolution of
the Bank; or (c) termination of Employee's employment by the Bank (other than by
reason of his death).
b. In addition, the Employee may terminate this Agreement by written
notice to the Bank. Such termination shall be effective as of the date of such
notice.
9. Disposition of the Policy on Termination of the Agreement During
the Employee's Lifetime.
a. For sixty (60) days after the date of the termination of this
Agreement during the Employee's lifetime, the Employee shall have the option of
obtaining the release of the Collateral Assignment of the Policy to the Bank. To
obtain such release, the Employee shall repay to the Bank the total amount of
the premium payments made by the Bank hereunder, less any indebtedness secured
by the Policy which was incurred by the Bank and remains outstanding as of the
date of such termination, including any interest due on such indebtedness. Upon
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receipt of such amount, the Bank shall release the Collateral Assignment of the
Policy, by the execution and delivery of an appropriate instrument of release.
b. If the Employee fails to exercise such option within such sixty
(60) day period, then, at the request of the Bank, the Employee shall execute
any document or documents required by the Insurer to transfer the Interest of
the Employee in the Policy to the Bank. Alternatively, the Bank may enforce its
right to be repaid the amount of the premiums on the Policy paid by it from the
cash surrender value of the Policy under the Collateral Assignment of the
Policy; provided that in the event the cash surrender value of the Policy
exceeds the amount due the Bank, such excess shall be paid to the Employee.
Thereafter, neither the Employee nor his respective heirs, assigns, or
beneficiaries shall have any further interest in and to the Policy, either under
the terms thereof or under this Agreement.
10. Insurer Not a Party. The Insurer shall be fully discharged from its
obligations under the Policy by payment of the Policy death benefit to the
beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions of the Policy and the Collateral Assignment. In no event shall the
Insurer be considered a party to this Agreement, or any modification or
amendment hereof. No provision of this Agreement, nor of any modification or
amendment hereof, shall in any way be construed as enlarging, changing, varying,
or in any other way affecting the obligations of the Insurer as expressly
provided in the Policy, except insofar as the provisions hereof are made a part
of the Policy by the Collateral Assignment.
11. Amendment. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated except as provided
herein.
12. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the Bank and its successors and assigns, and the Employee, his
successors, assigns, heirs, executors, administrators and beneficiaries.
13. Notices. Any notice, consent or demand required or permitted to be
given under the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent or demand
is mailed to a party hereto, it shall be sent by United States certified mail,
postage prepaid, addressed to such party's last known address as shown on the
records of the Bank. The date of such mailing shall be deemed the date of
notice, consent or demand.
14. Governing Law. This Agreement, and the rights of the parties
hereunder, shall be governed by and construed in accordance with the laws of the
State of Wisconsin.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, as of the day and year first above written.
ST. XXXXXXX BANK, FSB
BY /s/ XXXXXX X. XXXXXX
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ATTEST:
/s/ XXXXXXX X. XXXX
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Secretary
/s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
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EXHIBIT A
The following life insurance policy is subject to the attached Split-Dollar
Agreement:
Insurer Pacific Mutual Life Insurance Company
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Insured Xxxxxx X. Xxxx
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Policy Number 0123246150
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Face Amount $1,985,753
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Date of Issue June 1, 1997
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