EXHIBIT 10.20
AMENDED AND RESTATED
COLUMBIA BANKING SYSTEM, INC. AND COLUMBIA STATE BANK
LIFE INSURANCE
ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT
Insurer: Massachusetts Mutual Life Insurance Company
Policy Number:
Insurer: New York Life Insurance Company
Policy Number:
Insurer: Union Central Life Insurance Company
Policy Number:
Owner: Columbia State Bank
Insured: Executive
Effective Date: August 1, 2001
This Agreement is by and between Columbia Bank System, Inc., Columbia State
Bank; it's wholly owned subsidiary (either or both, as applicable, referred to
interchangeably as the "Company"), and Executive, a senior executive of the
Company.
I. DEFINITIONS
The term "Policy" shall refer to the above-cited policies as well any
policies obtained, by means of 1035 exchange, to replace the above-cited
policies. Policy definitions shall govern.
II. POLICY TITLE AND OWNERSHIP
The respective rights and duties of the Company and the Insured in the
Policy shall be as follows:
Title and ownership shall reside in the Company for its use and for the use
of the Insured all in accordance with this Agreement. The Company alone
may, to the extent of its interest, exercise the right to borrow or
withdraw the Policy cash values or to terminate the Policy. Where the
Company and the Insured, mutually agree to exercise the right to increase
coverage under the 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
The Insured shall have the right and power to designate beneficiaries to
receive his/her share of death proceeds, as provided in this Agreement.
Likewise, the Insured shall have the right and power to elect and change a
payment option for such beneficiaries.
IV. PREMIUM PAYMENTS
The Company shall pay premiums and the Insured shall not be responsible for
any portion thereof.
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 Company
(or its administrator) will report to the Insured such imputed income on
Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
The Company shall be entitled to the death proceeds of the Policy except
that, subject to Paragraph VII herein, beneficiaries designated by the
Insured in accordance with Paragraph III, shall be entitled to a split
dollar share of the death proceeds.
1. If, at the time of his or her death, the Insured is employed by the
Company, the Insured employee's beneficiary (ies), shall be entitled
to an amount, as follows:
(a) If the Insured employee has not yet attained the age of seventy
(70), the lesser of $1.2 million, or one hundred percent (100%)
of the Net At Risk Insurance portion of the proceeds; Net At Risk
Insurance portion of the proceeds is the aggregate total proceeds
less the cash value of the Policies designated herein;
(b) If the Insured employee is seventy (70) or older, but not yet age
eighty (80), the lesser of $1.0 million, or one hundred percent
(100%) of the Net At Risk Insurance portion of the proceeds;
(c) If the Insured employee dies after the attainment of age eighty
(80), the lesser of $750,000, or one hundred percent (100%) of
the Net At Risk Insurance portion of the proceeds.
2. If, at the time of his or her death, the Insured is no longer employed
by the Company but, prior to death, was eligible to receive payments
under that certain Executive Supplemental Compensation Agreement dated
as of August 1, 2001, by and between the Company and the Insured (the
SERP Agreement), the Insured's beneficiary (ies), shall be entitled to
an amount, as follows. (For purposes of this Paragraph VI, the term
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Applicable Percentage shall refer to the Applicable Percentage as
defined in the SERP Agreement and in effect as of the Insured's last
date of employment with the Company.)
(a) If the Insured has not yet attained the age of seventy (70), the
Applicable Percentage times the lesser of $1.2 million, or one
hundred percent (100%) of the Net At Risk Insurance portion of
the proceeds;
(b) If the Insured is seventy (70) or older, but not yet age eighty
(80), the Applicable Percentage times the lesser of $1.0 million,
or one hundred percent (100%) of the Net At Risk Insurance
portion of the proceeds;
(c) If the Insured dies after the attainment of age eighty (80), the
Applicable Percentage times the lesser of $750,000, or one
hundred percent (100%) of the Net At Risk Insurance portion of
the proceeds.
3. If the Company no longer employs the Insured at the time of death and
the Insured was not eligible to receive payments under the SERP
Agreement prior to death, the beneficiaries' share of Policy proceeds
shall be $25,000.
4. The Company and the Insured's beneficiaries shall share any interest
due on death proceeds in the same pro rata ratio as applies to death
proceeds, respectively.
5. In the event that the Policy is terminated other than as a result of a
termination of this Agreement pursuant to paragraph X, then the Bank
shall pay to the Insured's beneficiary (ies) an amount which will
provide a total after-tax death benefit equal to the benefit that the
Insured would have received under Section 1 or 2 of this Paragraph VI
if the Policy had not been terminated; provided, however, no benefit
will be payable under Section 2(c) of this Paragraph VI if at the time
of death the Policy is no longer in place due to a change in federal
income tax treatment of Policy proceeds or action by bank regulatory
authorities.
VII. DIVISION OF CASH SURRENDER VALUE
The Company shall at all times be entitled to an amount equal to the
Policy's cash value, as that term is defined in the Policy, less any Policy
loans and unpaid interest or cash withdrawals previously incurred by the
Company and any applicable Policy surrender charges. Such cash value shall
be determined as of the date of surrender of the Policy or death of the
Insured as the case may be.
VIII. PREMIUM WAIVER
If the Policy contains a premium waiver provision, any such waived amounts
shall be considered for all purposes of this Agreement as having been paid
by the Company.
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IX. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the Policy involves an endowment or annuity element, the
Company's right and interest in any endowment proceeds or annuity benefits
shall be determined according to 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
treated like death proceeds for the purposes of division under this
Agreement.
X. TERMINATION OF AGREEMENT
This Agreement shall terminate immediately upon the commission of any act
by the Insured that results in the termination of the Policy by the
Insurer.
Except as provided above, this Agreement shall terminate upon distribution
of death benefits in accordance with Paragraph VI above.
XI. PROHIBITION ON ASSIGNMENT
The Insured may not, without the prior written consent of the Company,
assign to any individual, trust or other organization, any right, title or
interest in the Policy or in any rights, options, privileges or duties
created under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall be binding upon the Insured and the Company, and their
respective heirs, successors, personal representatives and assigns, as
applicable.
XIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
The Company is hereby designated the "Named Fiduciary" until resignation or
removal by its Board of Directors. As Named Fiduciary, the Company shall be
responsible for the management, control, and administration of this
Agreement as established herein. The Named Fiduciary may allocate to others
certain aspects of the management and operations responsibilities of this
Agreement, including the employment of advisors and the delegation of any
ministerial duties to qualified individuals.
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XIV. FUNDING POLICY
The funding Policy for this Agreement shall be to maintain the Policy in
force by paying, when due, all premiums required.
XV. CLAIM PROCEDURES
Claims shall be directed to The Benefit Marketing Group, Inc., Atlanta
Georgia (770-952-1529). If a claim is payable, a benefit check will be
issued to the Named Fiduciary. In the event that a claim is not eligible
under the Policy, the Insurer will notify the Named Fiduciary of the denial
as required by the Policy. If the Named Fiduciary is dissatisfied with the
denial of the claim and wishes to contest such claim denial, it 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.
XVI. GENDER AND PLURAL VS SINGULAR
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. When applicable, nouns in the
singular shall be read and construed as in the plural and visa versa.
XVII. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will be
served with an executed copy of this Agreement. Payment or other
performance in accordance with the Policy provisions shall fully discharge
the Insurer from any and all liability.
IN WITNESS WHEREOF, the Insured and duly authorized Company officer have signed
this Agreement as of the above written date.
Columbia Banking System, Inc. Columbia State Bank
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Name: J. Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice Chairman & Chief Title: President and Chief
Executive Officer Executive Officer
Executive
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Name: Executive
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Executive Name:
BENEFICIARIES DESIGNATION FORM
Primary Designation:
Name Relationship
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Contingent Designation:
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________________________, 2002
Signed:
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Executive
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