EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the
10th day of October, 1995 by and between Indiana United Bancorp, an Indiana
corporation (together with its successors and assigns permitted under this
Agreement, the "Company") and Xxxxxxx X. Xxxxx (the "Executive"). Regional
Federal Savings Bank (the "Bank"), a wholly owned subsidiary of the Company,
joins in this Agreement for the purposes expressed herein.
RECITALS:
A. Executive has made and is expected to continue to make substantial
contributions in maintaining high quality assets, enhancing customer
service, improving productivity and/or operating efficiency, generating loan
and deposit growth, and/or other contributions favorably impacting the
financial performance of the Company. Executive's contributions have
occurred while serving as Bank's Chief Executive Officer.
B. The Company believes the continued services of Executive to be in the best
interests of the Company, its shareholders and the Bank, and desires to
enter into this Agreement to assure for a certain minimum period the
continued services of Executive free of the distractions of an actual or
potential Change of Control.
C. The Bank desires to join in this Agreement to evidence its consent to the
provisions herein and its willingness to perform in accordance with all such
provisions as they relate to the Bank.
D. Executive desires to enter into this Agreement to assure a fair and
reasonable transition period for Change of Control principals to evaluate
Executive's past performance and to determine how to best maximize his
future value to Company or Bank, subject to the terms and provisions of this
Agreement.
E. The parties intend certain capitalized terms not otherwise defined to have
the meanings assigned to them in Section 26 of this Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable considerations, the receipt of
which is mutually acknowledged, the Company, the Bank and the Executive
(individually, a "Party" and collectively, the "Parties") agree as follows:
1. AT-WILL EMPLOYMENT. The Company, the Bank and the Executive mutually
acknowledge and agree that Executive is employed as an at-will employee and,
notwithstanding contrary provisions of this Agreement, is entitled only to
the rights afforded all at-will employees in the state of Indiana, together
with all rights afforded under federal discrimination laws. Executive
expressly acknowledges that the obligations and responsibilities of Company
created by this Agreement shall be applicable only in the event of a Change
of Control.
2. TERM OF THIS AGREEMENT. This Agreement shall be effective upon its
execution by the Parties and shall expire on September 30, 1998.
a) TERMINATION OF AGREEMENT BY EXECUTIVE: This Agreement may be terminated
at any time by Executive upon six months written notice to Bank.
b) EFFECT OF TERMINATION: A notice of termination by Executive shall
immediately and unconditionally release all other Parties from any
obligation specifically created by this Agreement.
c) TERMINATION BY MUTUAL CONSENT: All Parties may agree by mutual written
consent to terminate or modify this Agreement at any time, with or
without consideration.
3. POSITION, DUTIES AND RESPONSIBILITIES DURING THE TERM OF THIS AGREEMENT.
a) Executive shall be employed by Bank as its Chief Executive Officer, (or
in a position of similar scope, responsibility and authority), and shall
serve as a member of the Bank's board of directors
(the "Bank Board"). The Executive, in carrying out his duties under this
Agreement, shall report to the Bank Board.
b) Executive shall engage in charitable activities and community affairs,
provided that such activities are likely to enhance the image of Bank and
do not materially interfere with the proper performance of his duties and
responsibilities as Chief Executive Officer (or any other position
similar in scope, responsibility and authority).
4. BASE SALARY. The Executive shall be paid an annualized Base Salary of
$120,000.00, payable in accordance with the regular payroll practices of
Bank. The Base Salary shall be reviewed no less frequently than annually for
increase in the discretion of the Bank Board. Future references to base
salary shall include any and all increases that may result from such annual
reviews.
5. BONUS AWARDS. The Executive may receive such bonus payments for services
performed under this Agreement as the Bank Board may award Executive from
time to time. Such bonus payments may be in addition to, in lieu of or in
combination with any increase in the Base Salary under Section 4. The amount
of bonus payments for any year within the term of this Agreement shall be
within the discretion of the Bank Board, but in no event less than a formula
percentage applicable to other executives and employees.
6. EMPLOYEE BENEFIT PROGRAMS. During the term of this Agreement, Executive
shall be entitled to participate in all employee pension and welfare benefit
plans and programs made available by Company and/or Bank to Bank(1)s senior
level executives or employees generally, as such plans or programs may be in
effect from time to time, including without limitations, Employee
Performance Incentive Compensation Plan or other pension, profit-sharing
plans and retirement plans, medical, dental, hospitalization, short-term and
long-term disability and life insurance plans, and any other employee
welfare benefit plans or programs that may be sponsored by Company and/or
Bank for Bank senior level executives or employees generally from time to
time, including any plans that supplement the above-listed types of plans or
programs, whether funded or unfunded.
7. REIMBURSEMENT OF BUSINESS AND OTHER EXPENSES. The Executive is authorized
to incur reasonable expenses in carrying out his duties and responsibilities
under this Agreement and Bank shall promptly reimburse him for all business
expenses incurred in connection with carrying out the business of Bank,
subject to documentation in accordance with the Bank's policy.
8. TERMINATION OF EMPLOYMENT. During the term of this agreement, the
termination of Executive shall be processed as follows:
a) TERMINATION FOR CAUSE.
i) A termination for Cause shall not take effect unless Executive shall
be given written notice by the Bank Board of his termination for
Cause, such notice to state in detail the particular act or acts or
failure or failures to act that constitute the grounds on which the
proposed termination for Cause is based.
ii) In the event Executive's employment is terminated for Cause, he
shall be entitled to:
A) the Base Salary through the date of the termination of his
employment for Cause;
B) any bonus awarded or earned, but not yet paid to Executive under
Section 5 for the year ending prior to the termination of
Executive's employment;
C) any amounts earned, accrued or owing but not yet paid under
Sections 6 or 7 of this Agreement; and
D) other or additional benefits in accordance with applicable plans
or programs of Company and/or Bank.
2
iii) Anything herein to the contrary notwithstanding, if following a
termination of Executive's employment for Cause as defined in
Section 26(d)(i) such conviction is overturned in a final
determination on appeal, Executive shall be entitled to the
payments and the economic equivalent of the benefits Executive
would have received under the provisions of the Agreement if his
employment had been terminated by Company without Cause.
b) TERMINATION WITHOUT CAUSE OR CONSTRUCTIVE TERMINATION WITHOUT
CAUSE. If, subsequent to the occurrence of:
Y) any public announcement by another entity of its intention to
engage in any activity which, if successful, would lead to a
Change of Control of Company or Bank; or
Z) the signing of any agreement by Company or Bank incidental to any
proposed transaction which, upon completion, would result in a
Change of Control of Company or Bank,
the Executive(1)s employment is terminated without Cause, other than due
to Disability or Death, or in the event there is a Constructive
Termination Without Cause, Executive shall be entitled to:
i) the Base Salary (or in the event a reduction in Base Salary is the
basis for a Constructive Termination Without Cause, then the Base
Salary in effect immediately prior to such reduction) to the date of
termination of Executive's employment; plus
A) continuation of the Base Salary (or in the event a reduction in
Base Salary is the basis for a Constructive Termination Without
Cause, then the Base Salary in effect immediately prior to such
reduction) through the expiration of this Agreement; or
B) in the event employment is terminated prior to September 30, 1998,
continuation of the Base Salary for a period of twelve months;
ii) any bonus awarded or earned, but not yet paid, to Executive under
Section 5 of this Agreement for the year ending prior to the date
of termination of Executive's employment;
iii) payment for any accrued but unused vacation pay;
iv) any amounts earned, accrued or owing but not yet paid under Sections
6 or 7 of this Agreement;
v) continued participation in all medical, dental, hospitalization and
life insurance coverage and in other employee benefit plans in which
he was participating on the date of the termination of his
employment until the earlier of:
A) the end of the period for which he is receiving salary
continuation payments; or
B) the date, or dates, he becomes eligible to participate in the
benefit plans and programs of a subsequent employer (such
coverages and benefits to be determined on a coverage-
by-coverage, or benefit-by-benefit, basis);
PROVIDED, that (x) if Executive is precluded from continuing his
participation in any employee benefit plan or program as provided in
this clause (v) of this Section 8(b), he shall be provided with the
after-tax economic equivalent of the benefits provided under the plan
or program in which he is unable to participate for the period
specified in this clause (vi) of this Section 8(b), (y) the economic
equivalent of any benefit foregone shall be deemed to be the lowest
cost that would be incurred by Executive in obtaining such benefit
himself on an individual basis, and (z) payment of such after-tax
economic equivalent shall be made quarterly in advance; and
vi) other or additional benefits in accordance with applicable plans of
Company and/or Bank.
3
c) TERMINATION DUE TO DISABILITY. In the event Executive(1)s employment is
terminated due to his Disability, he shall be entitled to receive all
benefits provided under Section 8 (b) of this Agreement, or the benefits
under the then current Company, or Bank, Disability Benefit Plan,
whichever provides the greatest economic benefit to Executive.
d) TERMINATION DUE TO DEATH. In the event Executive's employment is
terminated due to his Death, his estate or his beneficiaries, as the case
may be, shall be entitled to:
i) Base Salary through the date of Death and for an additional period
of ninety (90) days following the date of Death:
ii) any bonus awarded or earned, but not yet paid, to Executive under
Section 5 for the year ending prior to the date of termination of
Executive's employment;
iii) payment for any accrued but unused vacation pay; and
iv) any amounts earned, accrued or owing, but not yet paid under
Sections 6 or 7 of this Agreement.
e) VOLUNTARY TERMINATION. If, during the term of this agreement, Executive
terminates his employment on his own initiative, other than a termination
due to Death or Disability or a Constructive Termination Without Cause,
Executive shall have the same entitlements as provided in Section
8(a)(ii) for a termination for Cause. A voluntary termination under this
Section 8(e) shall be effective upon six months written notice to Company
and shall not be deemed a breach of this Agreement. If Executive fails to
provide such notice, he shall forfeit any and all claims to any bonus,
incentive compensation or other financial benefit that otherwise may have
been payable during or at the expiration of the six month period.
f) NATURE OF PAYMENTS. Any amounts due under this Section 8 are in the
nature of severance payments considered to be reasonable by all Parties
and are not in the nature of a penalty, and shall be paid under the
normal pay practices of the Bank until expired.
9. COMPETING WITH COMPANY OR BANK. Executive acknowledges his familiarity and
understanding of the Company's Statement of Policy Concerning Code of
Conduct with Respect to Confidentiality, Inside Information and Conflicts of
Interest and, in conformance with such policy, agrees to the following:
a) CONFIDENTIALITY. Executive agrees that all contracts, prices, business
practices, secrets, existing or prospective customer lists or files,
advertising strategies, employee records, payroll, benefit and other
compensation data, or any proprietary information or knowledge which
Executive has or will acquire while in the employ of Company or Bank with
respect to the business of Company or Bank is strictly confidential and
may not be disclosed, used or exploited by Executive for his personal
benefit or for the benefit of any other person, firm or corporation
during his employment by Company or Bank or subsequent thereto, without
limitation as to time. Executive agrees not to disclose any such
information except as required by government process or court of
competent jurisdiction.
b) EMPLOYEE AND CUSTOMER RELATIONSHIPS. During the term of this Agreement
and for an additional period equal to the number of months, if any,
Executive is entitled to payment under Section 8 of this Agreement, or
twelve months, whichever shall last occur, Executive shall not:
i) advise, suggest, encourage, solicit, or otherwise attempt to induce
any employee of Company or Bank to terminate his or her employment
relationship with Company or Bank; nor
ii) directly or indirectly solicit, contact or communicate with any
customers or clients of Company or Bank with respect to providing
such customers or clients any of the products or services (the
"Business") offered by Bank, nor
4
iii) directly or indirectly, for himself or on behalf of any other
person, firm or corporation, otherwise attempt to divert, influence
or take away any of Bank's customers or in any way cause Bank's
customers to discontinue or decrease the scope of Business they
conduct with Bank;
c) DIRECT BUSINESS COMPETITORS. In further consideration of the payments
and benefits provided under this Agreement, during the term of this
Agreement and for an additional period equal to the number of months
remaining, if any, Executive is entitled to payment under Section 8 of
this Agreement, or twelve months, whichever shall last occur, Executive
shall not be employed directly or indirectly by, or act as a consultant
to, any person or entity that is or is about to be engaged in any
business located in Xxxxx or Xxxxx Counties, Indiana, or any Indiana
counties contiguous thereto, that is or is about to be engaged (i) in the
solicitation or acceptance of deposits; (ii) the solicitation or making
of loans; (iii) the provision of financial advisory services, or (iv) any
other activities that now or hereafter during the period covered by this
Agreement are permitted to be conducted by commercial banks, savings
associations, mortgage loan companies, consumer finance companies, credit
unions, bank holding companies or savings and loan holding companies.
10. MITIGATION AND OFFSET. In the event of any termination of employment under
Section 8(b) of this Agreement, Executive shall be under no obligation to
seek other employment and there shall be no offset against amounts due
Executive under this Agreement on account of any remuneration attributable
to any subsequent employment that he may obtain, provided such subsequent
employment or other action of Executive does not violate any provision of
Section 9 of this Agreement. With respect to a violation of any provision of
Section 9 by Executive, amounts payable to Executive as provided under
Section 8(b) shall immediately cease without prejudice to any other rights
or causes of action that the Company or Bank may have as a result of a
violation of any provision of Section 9 of this Agreement.
11. EFFECT OF AGREEMENT ON OTHER BENEFITS. Except as specifically provided in
this Agreement, the existence of this Agreement shall not prohibit or
restrict Executive(1)s entitlement to full participation in employee benefit
and other plans in which other officers of Bank are customarily eligible to
participate.
12. ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors, heirs
(in the case of Executive) and assigns. No rights or obligations of Company
or Bank under this Agreement may be assigned or transferred by Company or
Bank except that such rights or obligations may be assigned or transferred
pursuant to a merger or consolidation in which Company or Bank is not the
continuing entity, or the sale or liquidation of all or substantially all of
the assets of Company or Bank, provided that the assignee or transferee is
the successor to all or substantially all of the assets of Company or Bank,
and such assignee or transferee assumes the liabilities, obligations and
duties of Company and Bank, as contained in this Agreement, either
contractually or as a matter of law. The Company and Bank further agree
that, in the event of a sale of assets or liquidation as described in the
preceding sentence, each shall take whatever action it legally can to cause
such assignee or transferee to expressly assume the liabilities, obligations
and duties of Company and Bank hereunder. No rights or obligations of
Executive under this Agreement may be assigned or transferred by Executive
other than his rights to compensation and benefits, which may be transferred
only by will or operation of law, except as provided in Section 18.
13. REPRESENTATION. The Company represents and warrants that Company and Bank
are each fully authorized and empowered to enter into this Agreement and
that the performance of obligations under this Agreement will not violate
any agreement between either of them and any other person, firm or
organization.
5
14. ENTIRE AGREEMENT. This Agreement contains the entire understanding and
agreement between the Parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations
and undertakings, whether written or oral, between the Parties with respect
thereto.
15. AMENDMENT OR WAIVER. No provision in this Agreement may be amended unless
such amendment is agreed to in writing and signed by Executive and an
authorized officer of Company and Bank. No waiver by any Party or any breach
by another Party of any condition or provision contained in this Agreement
to be performed by such other Party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent
time. Any waiver must be in writing and signed by the Executive or an
authorized officer of Company or Bank, as the case may be.
16 SEVERABILITY. In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, in whole
or in part, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law.
17. SURVIVORSHIP. The respective rights and obligations of the Parties
hereunder shall survive any termination of Executive's employment to the
extent necessary to the preservation of such intended rights and
obligations.
18. BENEFICIARIES/REFERENCES. The Executive shall be entitled to select (and
change, to the extent permitted under any applicable law) a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder
following Executive(1)s death by giving Company written notice thereof. In
the event of Executive(1)s death or a judicial determination of his
incompetence, reference in this Agreement to Executive shall be deemed,
where appropriate, to refer to his beneficiary, estate or other legal
representative.
19. GOVERNING LAW/JURISDICTION. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of
Indiana without reference to principles of conflict of laws.
20. RESOLUTION OF DISPUTES. Any disputes arising under or in connection with
this Agreement shall be resolved by binding arbitration, to be held in
accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Attorney(1)s fees shall be
borne by the respective parties. All other expenses of the arbitration or
litigation, up to $10,000 shall be borne equally by Executive and Company.
Arbitration expenses exceeding $10,000 shall be borne by Company. However,
if the arbitrator(s) determine that the claims or defenses of Executive were
meritorious and rules in favor of Executive, Company shall reimburse or pay
all reasonable expenses incurred by Executive relative to such claims
including reasonable attorney fees.
21. NOTICES. Any notice given to a Party shall be in writing and shall be
deemed to have been given when delivered personally or sent by certified or
registered mail, postage prepaid, return receipt requested,
6
duly addressed to the Party concerned at the address indicated below or to
such changed address as such Party may subsequently give such notice of:
If to Company or Bank: Xxxxxx X. Xxxxxx
Chairman and President
Indiana United Bancorp
X.X. Xxx 00
Xxxxxxxxxx, XX 00000
(with a copy to:) Xxxxx X. Xxxxxx, Esq.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
If to Executive: Xxxxxxx X. Xxxxx
0000 Xxxx Xxxx Xx.
Xxxxxx Xxxxx, XX 00000
22. HEADINGS. The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
23. REMEDY FOR BREACH. Executive expressly recognizes that any breach of the
provisions of Section 9 of this Agreement by him is likely to result in
irreparable injury to the Company and/or the Bank and agrees that the
Company and/or the Bank shall be entitled, if it so elects, to institute and
prosecute proceedings in any court of competent jurisdiction, either at law
or in equity, to obtain damages for any breach of this Agreement, or to
enforce the specific performance of Section 9 of this Agreement by
Executive, or to enjoin Executive from activities in violation of Section 9
of this Agreement.
24. COUNTERPARTS. This Agreement may be executed in two or more counterparts.
25. BANK AS PARTY. The Bank joins this Agreement for the purpose of agreeing to
pay or perform those obligations to Executive under this Agreement where
performance by Bank is contemplated or appropriate, including, without
limitation, the obligations to Executive set forth in Sections 1, 2, 3, 4,
5, 6, 7, 8, 11 and 12. The Company, as the sole shareholder of Bank, shall
take all action that may be necessary or appropriate to cause Bank
(including the Bank Board) to pay or perform all such obligations to
Executive under this Agreement. Should Bank, for whatever reason, fail or be
unable to pay or perform any obligation to Executive under this Agreement
(including, without limitation, any failure or inability to pay or perform
arising from any law, regulation, judicial decision or any order, letter or
directive from any bank regulatory agency), Company shall pay or perform all
such obligations to Executive under this Agreement as direct obligations of
Company.
26. DEFINITIONS.
a) "Affiliate" of a person or other entity shall mean a person or other
entity that directly or indirectly controls, is controlled by or is under
common control with the person or other entity specified.
b) "Bank Board" shall mean the Board of Directors of Bank.
c) "Base Salary" shall mean the salary provided for in Section 4 or any
increased salary granted to Executive pursuant to Section 4.
d) "Termination for Cause" shall mean Executive:
i) is convicted in a criminal proceeding (other than a minor traffic
violation), or plea bargains to a lesser offense; or
7
ii) is guilty of willful gross neglect or willful gross misconduct in
carrying out his duties under this Agreement, resulting, in either
case, in material economic or reputational harm to Bank or Company;
or
iii) is in possession of illegal substances or an unauthorized firearm
on Company property; or
iv) reports or returns to work under the influence of illegal substances
or alcohol.
e) "Change of Control" shall mean the occurrence of any one of the
following events:
i) any "person", as such term is used in Section 3(a)(9) and 13(d) of
the Securities Exchange Act of 1934, other than Xxxxxxx X. Xxxxxx,
or any "group" as such term is used in Section 13(d) of that act,
other than any "group" comprised of any two or more of Company's
shareholders of record on the date of this Agreement, becomes a
"beneficial owner" as such term is used in Rule 13d-3 promulgated
under that act, of 20% or more of the Voting Stock of Company or
Bank;
ii) the majority of Company Board consists of individuals other than
incumbent directors, which term means the members of Company Board
on the date of this Agreement; provided that any person becoming a
director on or subsequent to such date whose election or nomination
for election was supported by two-thirds of the directors who then
comprise the incumbent directors shall be considered to be an
incumbent director;
iii) Company or Bank adopts any plan of liquidation providing for the
distribution of all or substantially all of its assets;
iv) all or substantially all of the assets or business of Company or
Bank is disposed of pursuant to a merger, consolidation or other
transaction in which the shareholders of Company or Bank, as the
case may be, immediately subsequent to such merger, consolidation or
other transaction, do not continue to beneficially own, directly or
indirectly, at least 51% of the Voting Stock or other ownership
interests of the entity or entities, if any, that succeed to the
business of Company or Bank.
f) "Company Board" shall mean the Board of Directors of Company.
g) "Constructive Termination Without Cause" shall mean a termination of
Executive's employment at his initiative as provided in Section 8(b)
following the occurrence, without Executive's prior written consent, of
one or more of the following events (except in consequence of a prior
termination):
i) a reduction in Executive(1)s Base Salary or the termination or
material reduction of any employee benefit or perquisite enjoyed by
him other than as part of an across-the-board reduction applicable
to all officers of Bank;
ii) the failure to appoint, reappoint, elect or re-elect Executive as
Chief Executive Officer of the Bank (or any other position similar
in scope, responsibility and authority) or removal of him from any
such position;
iii) a material diminution in Executive's scope of responsibilities or
the assignment to Executive of additional responsibilities which
materially impair Executive's ability to effectively execute duties
customarily assigned to positions similar in scope, authority and
responsibility;
iv) the relocation of Bank(1)s principal office to a location outside of
Indiana, or the relocation of Executive's own office location as
assigned to him by Bank to any location that is not within that area
of Bank's principal office in which the executive officers of Bank
next most senior to Executive generally have offices;
8
v) the failure of Company or Bank to pay the expenses associated with
any relocation of Executive in accordance with the normal expense
policy then in effect, but in no event less than:
A) reimbursement for up to three (3) visits to city in which
Executive is to be relocated for the purpose of exploring
residential market opportunities;
B) reimbursement of customary realtor/broker commissions actually
incurred in the sale of residence being vacated;
C) temporary living allowance of $1,000 per month for up to three (3)
months;
D) payment of all customary charges actually incurred in employing a
professional moving company for packing, loading, transporting,
unloading, unpacking and insuring personal and household
belongings of Executive, and;
E) providing a real estate mortgage on residence in relocated area at
an interest rate no less favorable than existing mortgage on
vacated residence.
vi) the failure of Company and Bank to obtain the assumption in writing
of their obligations to perform this Agreement by any successor to
all or substantially all of the assets of Company or Bank within 60
days after a merger, consolidation, sale or similar transaction.
h) "Disability" shall mean Executive's inability to substantially perform
his duties and responsibilities under this Agreement for a period of 180
consecutive days.
i) "Stock" shall mean the Common Stock of Company.
j) "Subsidiary" of Company or Bank shall mean any corporation of which
Company or Bank owns, directly or indirectly, more than 50% of the Voting
Stock.
k) "Voting Stock" shall mean capital stock of any class or classes having
general voting power under ordinary circumstances, in the absence of
contingencies, to elect the directors of a corporation.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on October
6, 1997 as of October 10, 1995.
By: /s/ XXXXXXX X. XXXXX
-----------------------------------------
Xxxxxxx X. Xxxxx (EXECUTIVE)
INDIANA UNITED BANCORP
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
PRESIDENT AND CHAIRMAN OF THE BOARD
REGIONAL FEDERAL SAVINGS BANK
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
(DIRECTOR)
9
