THE PEOPLES NATIONAL BANK
SALARY CONTINUATION AGREEMENT
THIS CONTINUATION AGREEMENT (the "Agreement") is made this 7th day of
July, 1998 by and between The Peoples National Bank, a national banking
association having a principal office in Easley, South Carolina (the "Company"),
and Xxxxx X. Xxxxxxxx (the "Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide salary continuation benefits to the Executive.
Now, therefore, in consideration of the mutual covenants and agreements
herein, the Executive and the Company agree as follows:
Article 1
Definitions
1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
1.1.1 "Board" or "Board of Directors" means the Board of Directors of
Company.
1.1.2 "Change of Control" shall mean (i) the acquisition, directly or
indirectly, by any person within any twelve month period of
securities of the Company representing an aggregate of 20% or
more of the combined voting power of the Company's then
outstanding securities; or (ii) during any period of two
consecutive years, individuals who at the beginning of such
period constitute the Board, cease for any reason to constitute
at least a majority thereof, unless the election of each new
director was approved in advance by a vote of at least a
majority of the directors then still in office who were
directors at the beginning of the period; or (iii) consummation
of (A) a merger, consolidation or other business combination of
the Company with any other person or affiliate thereof, other
than a merger, consolidation or business combination which
would result in the outstanding common stock of the Company
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into common stock
of the surviving entity or a parent or affiliate thereof) at
least 67% of the outstanding common stock (on a fully diluted
basis) of the Company or such surviving entity or parent or
affiliate thereof outstanding immediately after such merger,
consolidation or business combination, or (B) a plan of
complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all
of the Company's assets; or (iv) the occurrence of any other
event or circumstance which is not covered by (i) through (iii)
above which the Board determines affects control of the Company
and, in order to implement the purposes of this Agreement as
set forth above, adopts a resolution that such event or
circumstances constitutes a Change in Control for the purposes
of this Agreement.
1.1.3 "Code" means the Internal Revenue Code of 1986, as amended.
References to a Code section shall be deemed to be that section
as it now exists and to any successor provisions.
1.1.4 "Consumer Price Index" shall mean an annual cost of living
increase (but not decrease) of the benefit provided Executive
in this Agreement. The cost of living increase shall be
determined based upon the annual increase in the Consumer Price
Index for all Urban Consumer Index for all Urban Consumers -
South, All Items (base year 1982-84=100) as published by the
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U.S. Department of Labor (the "Index"). If publication of the
Consumer Price Index is discontinued, the parties shall accept
comparable statistics on the cost of living for Greenville,
South Carolina as such statistics are computed and published by
a federal agency or by a recognized financial periodical
selected by the parties.
1.1.5 "Disability" means sickness, accident or injury which, in the
judgment of a physician appointed and paid for by the Company,
prevents the Executive from performing all of the Executive's
customary duties for the Company. As a condition to any
benefits, the Company may require the Executive to submit to
such physical or mental evaluations and tests as the Company's
Board of Directors deems appropriate.
1.1.6 "Early Termination" means the Termination of Employment before
Normal Retirement Age for reasons other than death, Disability
or Termination for Cause.
1.1.7 "Early Termination Date" means the month, day and year in which
Early Termination occurs.
1.1.8 "Effective Date" means the 1st day of October, 1997.
1.1.9 "Month of Service" means each completed full month of a Year of
Service.
1.1.10 "Normal Retirement Age" means the Executive attaining age
sixty-five (65).
1.1.11 "Normal Retirement Date" means the later of the Normal
Retirement Age or Termination of Employment.
1.1.12 "Plan Year" means the twelve (12) consecutive month period
beginning on October 1 and ending on September 30 of the
following calendar year. The first Plan Year shall commence on
the Effective Date of the Agreement.
1.1.13 "Retirement Account" means the hypothetical account established
on the Company's books for the Executive. The Retirement
Account as of any date shall be determined by subtracting the
value of the Simulated Cost of Funds Investment from the value
of the Simulated Investment and dividing the difference by the
"adjustment rate" For purposes of this paragraph, the
adjustment rate shall mean the figure equal to one minus the
Company's highest marginal federal and state income tax rate
for the previous calendar year.
1.1.14 "Simulated Cost of Funds" means the value of an investment
comprised of principal and accumulated after-tax interest
earnings. The initial investment of principal is assumed to be
$690,000 on September 26, 1997. In determining the value of the
Simulated Cost of Funds Investment, the following assumptions
are to be used:
(1) the interest shall accrue monthly;
(2) the interest shall compound annually on the Anniversary
Date; and
(3) the after-tax interest rate shall equal the
Company'safter-tax average cost of funds from the
Company'sthird quarter Call Report ending within the
Plan Year as filed with the Federal Reserve.
1.1.15 "Simulated Investment" means the following life insurance
contract:
Insurance Company: West Coast Life
Policy Type: Flexible Premium Universal Life
Insured's Age and Sex: 51, Male
Riders: None
Ratings: None
Option: A
Singe Premium: $400,400
Net Life Insurance: $609,600
Total Death Benefits: $1,010,000
Assumed Purchase Date: September 26, 1997
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The investment specified is for use in measuring the Disability
Benefit in Section 2.3.3 and the Death Benefit stated in
Section 3.1.3 of this Agreement. The Company can change the
Simulated Investment only with the Executive's written
agreement. The investment is assumed to continue to be in force
after the Executive has died.
1.1.16 "Simulated Investment Rate" means the after-tax rate of return
on the Simulated Investment. The Simulated Investment Rate
shall not include receipt of the policy's death benefits.
1.1.17 "Termination of Employment" means the Executive's ceasing to be
employed by the Company for any reason whatsoever, voluntary or
involuntary.
Article 2
Lifetime Benefits
2.1 Normal Retirement Benefit. Upon Termination of Employment on or after
the Normal Retirement Age for reasons other than Executive's death, the
Company shall pay to the Executive the benefit described in this
Section 2.1 in lieu of any other benefit under this Agreement.
2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
$30,029 increased by 4% each Plan Year between the Effective
Date of this Agreement and the Executive's Normal Retirement
Date.
2.1.2 Payment of Benefit. The Company shall pay the annual benefit to
the Executive in twelve (12) equal monthly installments payable
on the first day of each month commencing with the month
following the Executive's Normal Retirement Date and continuing
for the greater of the life of the Executive or two hundred
thirty nine (239) additional months.
2.1.3 Benefit Increases. Commencing on the first anniversary of the
first benefit payment, and continuing on each subsequent
anniversary, the Company's Board of Directors shall increase
the annual benefit by the Consumer Price Index.
2.2 Early Termination Benefit. Upon Early Termination, the Company shall
pay to the Executive the benefit described in this Section 2.2 in lieu
of any other benefit under this Agreement.
2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is
the Early Termination Annual Benefit amount set forth in
Schedule A for the Plan Year ending immediately prior to the
Early Termination Date plus the amount determined by the
following formula:
2.2.1.1 The amount set forth in the Early Termination
Annual Benefit column of Schedule A for the
Plan Year in which the Executive's Termination
of Employment occurred; less
2.2.1.2 The amount set forth in the Early Termination
Annual Benefit column of Schedule A for the
Plan Year completed immediately prior to the
date of the Executive's Termination of
Employment (zero if termination takes place in
Plan Year 1); times
2.2.1.3 A fraction where the numerator is the number
of Months of Service completed in the Plan
Year in which the Executive's Termination of
Employment occurred and the denominator is
twelve (12).
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2.2.2 Payment of Benefit. The Company shall pay the annual benefit to
the Executive in twelve (12) equal consecutive monthly
installments payable on the first day of each month commencing
with the month following the Executive's Normal Retirement Date
and continuing for the greater of the life of the Executive or
two hundred thirty-nine (239) additional months. If the
Executive dies after Early Termination but prior to the
commencement of benefit payments, the Company shall pay the
benefits otherwise called for in Section 2.2 to the Executive's
beneficiary commencing with the month following the Executive's
death and continuing for two hundred thirty-nine (239)
additional months.
2.2.3 Benefit Increases Before Payment. The annual benefit determined
under Section 2.2.1 shall be increased annually by the Consumer
Price Index for each full Plan Year subsequent to the Plan Year
in which the Executive's Termination of Employment occurs until
the commencement of payments under Section 2.2.2.
Notwithstanding the provisions of this Section 2.2.3, the
annual benefit at the commencement of payments under Section
2.2.2 shall not exceed the Normal Retirement Benefit amounts in
Section 2.1 and shall be reduced so as not to exceed the Normal
Retirement Benefit amounts in Section 2.1. Commencing on the
first anniversary of the first benefit payment, and continuing
on each subsequent anniversary, the annual benefit shall
increase by the Consumer Price Index.
2.3 Disability Benefit. If the Executive terminates employment due to
Disability prior to the Normal Retirement Age, the Company shall pay to
the Executive the benefit described in this Section 2.3 in lieu of any
other benefit under this Agreement.
2.3.1 Amount of Disability Benefit. The Disability Benefit under this
Section 2.3 is the Disability Annual Benefit amount set forth
in Schedule A for the Plan Year ending immediately prior to the
date in which the Termination of Employment occurs plus the
additional amount set forth in Section 2.3.3. Commencing on the
first anniversary of the first benefit payment, and continuing
on each subsequent anniversary, the Company's Board of
Directors shall increase the annual benefit by the Consumer
Price Index.
2.3.2 Payment of Benefit. The Company shall pay the annual benefit to
the Executive in twelve (12) equal monthly installments payable
on the first day of each month commencing with the month
following the Normal Retirement Date and continuing for the
greater of the life of the Executive or two hundred thirty-nine
(239) additional months.
2.3.3 Payment of Additional Disability Amount. In addition to the
Disability payment described in Section 2.3.2, the Executive
shall receive an annual benefit beginning at Termination of
Employment under this Section 2.3.3 provided that the Executive
incurs Disability prior to attaining his Normal Retirement Age.
If the Executive incurs Disability prior to attaining his
Normal Retirement Age (i.e. no benefits under this Section
2.3.3 are paid if the Executive becomes disabled on or after
his Normal Retirement Age), the Company shall pay the Executive
an annual benefit which is calculated at the end of each Plan
Year equal to the increase in the Retirement Account for the
Plan Year. The benefit payments will be paid annually within
sixty (60) days after the end of the Plan Year for which the
payment is calculated. Benefits under this Section 2.3.3 shall
commence at the end of the Plan Year in which the Termination
of Employment for Disability occurs and continue until the end
of payments under Section 2.1.2. Total annual Disability
benefit amounts subsequent to the commencement of benefit
payments under Section 2.3.2 are not to exceed Normal
Retirement Benefit amounts in Section 2.1 and shall be reduced
so as not to exceed the Normal Retirement Benefit amounts in
Section 2.1 by reducing the annual benefit provided for in this
Section 2.3.3.
47
Article 3
Death Benefits
3.1 Death During Active Service. If the Executive dies while employed by
the Company, the Company shall pay to the Executive's beneficiary the
benefit described in this Section 3.1 in lieu of any other benefit
under this Agreement.
3.1.1 Amount of Benefit. The Death Benefit under Section 3.1 shall be
the lesser of $145,000 or the Vested Accrual Balance set forth
in Schedule A for the Plan Year ending immediately prior to the
date of death.
3.1.2 Payment of Benefit. The Company shall pay the death benefit to
the Executive's beneficiary in the form of a lump sum payable
within sixty (60) days after the date of the death of the
Executive.
3.2 Death During Benefit Period. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all
such payments, the Company shall pay the remaining benefits to the
Executive's beneficiary at the same time and in the same amounts the
benefit would have been paid to the Executive if the Executive
survived.
Article 4
Beneficiaries
4.1 Beneficiary Designations. The Executive shall designate a primary and
contingent beneficiary by filing a written designation with the
Company. The Executive may revoke or modify the designation at any time
by filing a new designation. However, designations will only be
effective if signed by the Executive and accepted by the Company during
the Executive's lifetime. A beneficiary's designation shall be deemed
automatically revoked if the beneficiary predeceases the Executive, or
if the Executive names a spouse as beneficiary and the marriage is
subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's
estate. If Executive dies and subsequently the beneficiary receiving
benefit payments dies, then any remaining payments shall be paid
pursuant to a written beneficiary designation filed with Company made
by such beneficiary, or if none to such beneficiary's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the
disposition of his or her property, the Company may pay such benefit to
the guardian, conservator, legal representative or person having the
care or custody of such minor, incompetent person or incapable person.
The Company may require proof of incompetence, minority or guardianship
as it may deem appropriate prior to distribution of the benefit. Such
distribution shall completely discharge the Company from all liability
with respect to such benefit.
Article 5
General Limitations
Notwithstanding any provision of this Agreement to the contrary,
Executive shall irrevocably forfeit and the Company shall not pay any benefit
under this Agreement for the following reasons:
5.1 Excess Parachute Payment. In the event that the benefit payable to
Executive pursuant to this Agreement should cause a "parachute
payment," as defined in Code Section 280G(b)(2), then such benefit
shall be reduced One Dollar ($1.00) at a time until the payment will
not constitute a parachute payment. In the event the benefit Executive
receives under this Agreement should be incorrectly calculated so that
such amount constitutes a parachute payment, then Executive will
promptly refund to Company the excess amount. Excess amount shall mean
the amount in excess of Executive's base amount, as defined in Code
Section 280G(b)(3), multiplied by 2.999.
5.2 Termination for Cause. No benefits shall be payable if the Company
terminates the Executive's employment for:
5.2.1 Gross negligence or gross neglect of duties prior to a Change
of Control;
5.2.2 Commission of a felony; or
5.2.3 Fraud, disloyalty, dishonesty or willful violation of any law
or material Company policy in connection with the Executive's
employment.
5.3 Suicide. No benefits shall be payable if the Executive commits suicide
within two (2) years after the Effective Date of this Agreement, or if
the Executive has made any material misstatement of fact on any
application for life insurance purchased by the Company.
5.4 No Duplication of Benefits. Each of the benefits described in Article 2
and 3 are intended to be separate benefits and mutually exclusive of
the other so that once benefit payments commence under one Section
Executive (or his beneficiary, as the case may be) shall not thereafter
receive payments or become entitled to benefits under another Section.
5.5 Non-Competition Covenant. While Executive is employed by the Company
and during the period of time the Executive is receiving any benefit
payments pursuant to this Agreement, the Executive will not, for
himself or on behalf of, or in conjunction with any other person or
persons, company, partnership, limited liability company,
proprietorship, trust, company, bank, financial services institution,
or other entity, directly or indirectly, own, manage, operate, control,
be employed by, consult with, participate in, or be connected in any
manner with the ownership, employment, management, operation,
consulting or control of any financial services institution that
competes with Company. In the event of any actual breach by the
Executive of the provisions of this non-competition covenant, all
payments under this Agreement payable to the Executive shall
irrevocably terminate and no further amount shall be due or payable to
the Executive pursuant to this Agreement. Executive specifically
acknowledges that the restrictions as set forth above are reasonable
and bear a valid connection with the business operations of Company,
and specifically admits that Executive is capable of obtaining suitable
employment not in competition with Company. If any one of the
restrictions contained herein shall for any reason be held to be
excessively broad as to duration or geographical area, it shall be
deemed amended by limiting and reducing it so as to be valid and
enforceable to the extent compatible with applicable state law as it
shall then appear. Executive acknowledges that the Company would not
have entered into this Agreement without the non-competition covenant
contained herein. This covenant not to compete shall not prohibit the
Executive from owning stock in any publicly traded company provided
Executive's stock ownership is five (5%) percent or less of the issued
and outstanding stock of such publicly traded company and the Executive
has no corporate responsibility other than the Executive's rights as a
stockholder.
Article 6
Claims and Review Procedures
6.1 Claims Procedure. The Company shall notify any person or entity that
makes a claim pursuant to this Agreement (the "Claimant"), in writing,
within ninety (90) days of the claimant's written application for
benefits, of eligibility or non-eligibility for benefits under the
Agreement. If the Company determines that the claimant is not eligible
for benefits or full benefits, the notice shall set forth (1) the
specific reasons for such denial, (2) a specific reference to the
provisions of the Agreement on which the denial is based, (3) a
description of any additional information or material necessary for the
claimant to perfect claimant's claim, and a description of why it is
needed, and (4) an explanation of the Agreement's claims review
48
procedure and other appropriate information as to the steps to be taken
if the claimant wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring additional
time to make a decision, the Company shall notify the claimant of the
special circumstances and the date by which a decision is expected to
be made, and may extend the time for up to an additional ninety (90)
day period.
6.2 Review Procedure. If the claimant is determined by the Company not to
be eligible for benefits, or if the claimant believes that claimant is
entitled to greater or different benefits, the claimant shall have the
opportunity to have such claim reviewed by the Company by filing a
petition for review with the Company within sixty (60) days after
receipt of the notice issued by the Company. Said petition shall state
the specific reasons which the claimant believes entitle claimant to
benefits or to greater or different benefits. Within sixty (60) days
after receipt by the Company of the petition, the Company shall afford
the claimant (and counsel, if any) an opportunity to present claimant's
position to the Company orally or in writing, and the claimant (or
counsel) shall have the right to review the pertinent documents. The
Company shall notify the claimant of its decision in writing within the
sixty (60) day period, stating specifically the basis of its decision,
written in a manner calculated to be understood by the claimant and the
specific provisions of the Agreement on which the decision is based.
If, because of the need for a hearing, the sixty (60) day period is not
sufficient, the decision may be deferred for up to another sixty (60)
day period at the election of the Company, but notice of this deferral
shall be given to the claimant.
Article 7
Amendments and Termination
7.1 The Company reserves the right to amend or terminate this Agreement at
any time. In the event of termination, the Executive shall be 100%
vested in the Normal Retirement Benefit accrued under Schedule A as of
the effective year of the termination. The Company shall pay the
benefit to the Executive, at the Company's discretion, in either lump
sum payment within sixty (60) days of Executive's Termination of
Employment, or in monthly payments, beginning with the month following
the Executive's Termination of Employment and continuing for one
hundred seventy-nine (179) months. In the event of amendment, the
vested benefit amount accrued under Section 2.2 as of the effective
date of the amendment shall not be reduced by the amendment.
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their heirs, beneficiaries, legal representatives,
executors, administrators, successors and permitted assigns.
8.2 No Guaranty of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right
to discharge the Executive. It also does not require the Executive to
remain an employee nor interfere with the Executive's right to
terminate employment at any time. Nothing in this Agreement shall be
construed as an employment agreement, either express or implied.
8.3 Non-Transferability. No amounts payable under this Agreement shall be
transferable by the Executive. Further, Executive may not sell, assign,
alienate, pledge or otherwise encumber any benefits under this
Agreement.
8.4 Tax Withholding. The Company shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.
8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of South Carolina, except to the
extent preempted by the laws of the United States of America.
8.6 Unfunded Arrangement. The Executive and any beneficiary are general
unsecured creditors of the Company for the payment of benefits under
this Agreement. This Agreement shall always be an unfunded Agreement.
49
The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors. Insurance on the
Executive's life, if any, is a general asset of the Company to which
the Executive and any beneficiary shall have no preferred or secured
claim. Title to and beneficial ownership of any cash or assets Company
may earmark to pay Executive or his beneficiary shall at all times
remain with Company.
8.7 Reorganization. The Company shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets
to another company, firm, or person unless such succeeding or
continuing company, firm, or person agrees to assume and discharge the
obligations of the Company under this Agreement. Upon the occurrence of
such event, the term ?Company? as used in this Agreement shall be
deemed to refer to the successor or survivor company.
8.8 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof.
No rights are granted to the Executive by virtue of this Agreement
other than those specifically set forth herein.
8.9 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:
8.9.1 Interpreting the provisions of the Agreement;
8.9.2 Establishing and revising the method of accounting for the
Agreement;
8.9.3 Maintaining a record of benefit payments; and
8.9.4 Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
8.9.5 No member of the Board shall be liable to any person for any
action taken or omitted in connection with the interpretation
and administration of this Agreement unless attributable to his
own willful misconduct or lack of good faith.
8.10 Named Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named
fiduciary and plan administrator under the Agreement. The named
fiduciary may delegate to others certain aspects of the management and
operation responsibilities under this Agreement including the
employment of advisors and the delegation of ministerial duties to
qualified individuals.
8.11 No Trust Created. Nothing contained in this Agreement, and no action
taken pursuant to its provisions by either party hereto, shall create,
nor be construed to create, a trust of any kind or a fiduciary
relationship between the Company and the Executive, his designated
beneficiary, any other beneficiary of the Executive or any other
person.
8.12 Consumer Price Index Dispute. In the event of a dispute in determining
the Consumer Price Index or the amount of the increased benefit based
upon the Consumer Price Index the certified public accounting firm of
Xxxxxxx Xxxxx & Company, Greenville, South Carolina, or its successor
shall make such determination which shall be conclusive and binding
upon all parties to this Agreement.
8.13 Date of Birth. Executive hereby represents to Company that his date of
birth is April 20, 1946.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.
EXECUTIVE: COMPANY:
The Peoples National Bank
s/X. X. Xxxxxxxx s/Xxxxxx X. Xxx
______________________ By: _________________________
Xxxxx X. Xxxxxxxx Xxxxxx X. Xxx
Its: Chairman of Board
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SCHEDULE A
THE PEOPLES NATIONAL BANK SALARY CONTINUATION AGREEMENT
Xxxxx X. Xxxxxxxx
Section
Early 2.1.3
Termination Disability
Vested Annual Annual
Plan Benefit Accrual Vesting Accrual Vested Benefit Benefit
Year Level Balance Schedule Balance Benefit Payable at 65 Payable at 65
---- ----- ------- -------- ------- ------- ------------- -------------
1 30,029 12,092 100% 12,092 30,029 30,029 3,422
2 31,230 25,734 100% 25,734 31,230 31,230 6,725
3 32,479 41,153 100% 41,153 32,479 32,479 9,929
4 33,779 58,616 100% 58,616 33,779 33,779 13,059
5 35,130 78,445 100% 78,445 35,130 35,130 16,137
6 36,535 101,027 100% 101,027 36,535 36,535 19,190
7 37,996 126,837 100% 126,837 37,996 37,996 22,246
8 39,516 156,470 100% 156,470 39,516 39,516 25,341
9 41,097 190,694 100% 190,694 41,097 41,097 28,516
10 42,741 230,534 100% 230,534 42,741 42,741 31,832
11 44,450 277,443 100% 277,443 44,450 44,450 35,373
12 46,228 333,687 100% 333,687 46,228 46,228 39,284
13 48,077 403,443 100% 403,443 48,077 48,077 43,856
14 50,000 498,148 100% 498,148 50,000 50,000 50,000
The Peoples National Bank
SALARY CONTINUATION AGREEMENT
BENEFICIARY DESIGNATION
I designate the following as beneficiary of any death benefits under the The
Peoples National Bank Salary Continuation Agreement:
Primary: __________________________________
__________________________________
__________________________________
Contingent A: __________________________________
__________________________________
__________________________________
Contingent B: __________________________________
__________________________________
__________________________________
Contingent C: __________________________________
__________________________________
__________________________________
Note: To name a trust as beneficiary, please provide the name of the Trustee and
the exact date of the trust agreement.
I understand that I may change any beneficiary designations by filing a new
written designation with the Company. This benefit designation shall be
controlled by section 4.1 of the Salary Continuation Agreement.
Signature: _____________________________
Date: _______________
Accepted by the Company this _______ day of ______________, 1998.
By: _______________________________
Title: ______________________________
