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EXHIBIT 10.6
AGREEMENT
THIS AGREEMENT MADE AND ENTERED INTO this 24th day of December, 1996,
by and between STRATEGIC CAPITAL MANAGEMENT, INC., a Corporation, hereinafter
referred to as "SCM"; and CENTRAL ILLINOIS BANK, a banking corporation,
hereinafter referred to as "CIB";
WITNESSETH:
WHEREAS, SCM desires to continue to use the custodian services of the
Trust Department of CIB; and,
WHEREAS, the Trust Department of CIB desires to continue to use the
investment advisory services of SCM;
NOW THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. For the calendar quarter ending December 31, 1996, SCM shall
pay a fee for trust custodial services provided by CIB at the
rate five (5) basis points of the fair market value of all SCM
custodian accounts.
2. All gross trust income received by the Trust Department of CIB
for the calendar quarter ending December 31, 1996, shall be
divided equally between CIB and SCM. It is anticipated that
most, if not all, of the said gross trust income will be
received during the first calendar quarter of 1997. However,
SCM shall not receive any remuneration for custodian fees
earned specifically from SCM custodian accounts.
3. Commencing January 1, 1997, and thereafter, SCM shall pay a
fee for trust custodial services provided by CIB at the rate
of two and one-half (2.5) basis points per calendar quarter of
the fair market value of all SCM custodian accounts.
4. SCM shall pay no administrative service fee to CIB commencing
January 1, 1997, and thereafter.
5. All gross trust income received and or attributed to the Trust
Department of CIB for the calendar quarter beginning January
1, 1997, and for each calendar quarter thereafter, except for
custodian fees earned from SCM custodian accounts, shall be
shared as follows:
1. Twenty-five percent (25%) shall be paid to SCM.
2. Seventy-five percent (75%) shall be retained by CIB.
6. CIB hereby acknowledges receipt of SCM's most recent ADV
Part II.
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7. This Agreement shall become effective upon its execution and
shall continue through December 20, 2001, at which time the
agreement shall renew itself for another five year period
unless terminated by either party upon 60 days advance written
notice prior to the end of the original term, or any renewal
term. Any such notice shall be in writing and forwarded by
certified mail, return receipt requested, addressed to the
receiving party as follows:
For SCM: Strategic Capital Management, Inc.
0000 Xxx Xxxxx
Xxxxxxxxx, XX 00000
For CIB: Central Illinois Bank
Attn: Trust Department
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
8. In the event that Central Illinois Bank is merged or acquired
by another entity, CIB may terminate their agreement upon
sixty (60) days advance written notice to SCM. At the
termination date, CIB (or the acquiring or merging entity)
shall pay SCM a one time payment equal to the previous twelve
month's trust income paid by CIB to SCM or $100,000.00,
whichever is greater.
9. In the event that SCM is merged or acquired by another entity,
CIB or the merging or acquiring entity of SCM may terminate
this agreement upon sixty (60) days advance written notice to
the non-terminating party.
10. This Agreement is a binding agreement upon the parties hereto,
their successors, and assigns. This Agreement may be amended
only by a writing executed by both parties. This Agreement is
the entire agreement between the parties relating to the
subject matter hereof and supersedes all prior agreements,
proposals, representations and commitments.
11. This agreement shall be interpreted in accordance with the
laws of the State of Illinois.
IN WITNESS WHEREOF the parties hereto have executed this two page Agreement by
their duly authorized representatives and have caused this Agreement to become
effective as of the date first above written.
Central Illinois Bank Strategic Capital Management, Inc.
By: /s/ J. Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Sinnow
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Its: Director & CEO of the Holding Co. Its: President
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Date: December 24, 1996 Date: December 24, 1996
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ASSIGNMENT OF AGREEMENT
WHEREAS, CENTRAL ILLINOIS BANK has merged its trust department into Marine Trust
& Investment Company and;
WHEREAS, STRATEGIC CAPITAL MANAGEMENT, INC. has been acquired by Strategic
Capital Trust Company;
NOW THEREFORE IT IS AGREED THAT:
ONE: The agreement previously entered into between Central Illinois Bank &
Strategic Capital Management, Inc., dated December 24, 1996, a copy of which is
attached hereto, and incorporated by reference herein, is hereby assigned to
Marine Trust & Investment Company and Strategic Capital Trust Company, the
successor parties in interest, effective 3/12/98.
TWO: All provisions of said agreement shall remain in full force and effect,
except it is mutually agreed between all parties that Paragraphs Eight and Nine
of the Agreement shall not apply with respect to the merger of the Central
Illinois Bank Trust Department into Marine Trust & Investment Company or the
acquisition of Strategic Capital Management, Inc. by Strategic Capital Trust
Company.
WITNESS OUR SIGNATURES THIS 31 st DAY OF MARCH, 1998
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Central Illinois Bank Marine Trust & Investment Company
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxxxx
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Its Sr. Vice President Its President
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Strategic Capital Management, Inc. Strategic Capital Trust Company
By /s/ Xxxxx X. Sinnow By /s/ Xxxxx X. Sinnow
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Its President Its President
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