FIRST FEDERAL BANK, AFSB
DIRECTOR DEFERRED COMPENSATION AGREEMENT
(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 1997)
THIS DIRECTOR DEFERRED COMPENSATION AGREEMENT (THE "AGREEMENT"),
originally effective as of the 1st day of July, 1993, and as amended and
restated effective December 31, 1997 by and between FIRST FEDERAL BANK, AFSB, a
banking corporation organized and existing under the laws of the United States
(hereinafter referred to as "Bank") and C. Xxxxx XxXxxxxxx (hereinafter referred
to as "Director"), for the purpose of formalizing the agreement between the Bank
and the Director in which the Director defers receipt of fees under the terms
and conditions described below.
WITNESSETH:
WHEREAS, the Director serves the Bank as a member of the Board of
Directors; and
WHEREAS, the Bank recognizes the valuable services heretofore performed
for it by the Director and wishes to encourage continued service; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services will substantially
contribute to its continued growth and profits in the future; and
WHEREAS, the Director wishes to defer a certain portion of fees to be
earned in the future; and
WHEREAS, the parties hereto desire to formalize the terms and
conditions upon which the Bank shall pay such deferred compensation to the
Director and/or his designated beneficiary; and
WHEREAS, the Bank has adopted this Director Deferred Compensation
Agreement which controls all issues relating to the deferral of fees as
described herein;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree to the following terms and conditions:
SECTION I
DEFINITIONS
When used herein, the following words and phrases shall have the
meanings below unless the context clearly indicates otherwise:
1.1 "Accrued Benefit" means the sum of all deferred amounts and interest
credited to the Director's Retirement Account and due and owing to the
Director or his Beneficiaries pursuant to this Agreement.
1.2 "Bank" means FIRST FEDERAL BANK, AFSB or any successor thereto.
1.3 "Beneficiary" means the person, persons (and their heirs) or other
entity designated as Beneficiary in writing to the Bank to whom the
share of the deceased Director's Retirement Account is payable in the
event of his death. If no Beneficiary is so designated, then the
Director's Spouse, if living, will be deemed the Beneficiary. If the
Director's Spouse is not living, then the Children of Director will be
deemed the Beneficiaries and will take on a per stirpes basis. If there
are no living Children, then the Estate of the Director will be deemed
the Beneficiary.
1.4 "Board" means the Board of Directors of the Bank.
1.5 "Children" means the Director's children, both natural and adopted,
then living at the time payments are due the Children under this
Agreement.
1.6 "Deferral Period" means the period in which the Director has in effect
a deferral election; provided, however, that the Deferral Period shall
automatically terminate on June 30, 1998 or, if earlier, on the date of
the Director's Normal Retirement Date.
1.7 "Deferred Compensation Benefit" means that benefit which can be
provided by annuitizing the Director's Retirement Account balance as of
the Valuation Date immediately preceding the initial distribution date
over a one hundred eighty (180) month period. A monthly interest factor
of 1.075% shall be used to annuitize the account balance.
1.8 "Disability" means the determination by a duly licensed physician
selected by the Bank that because of ill health, accident, disability
or general inability because of age, that Director is no longer able,
properly and satisfactorily, to perform his duties as a Director.
1.9 "Effective Date" shall be July 1, 1993.
1.10 "Estate" means the Estate (including, when applicable, any irrevocable
trust governing the transfer of non-probate assets) of the Director.
1.11 "Guaranteed Investment Contract Account" means book entries maintained
by the Bank reflecting deferred amounts with interest being credited at
the rate of .667% per month; provided, however, that the existence of
such book entries and the existence of the Guaranteed Investment
Contract Account shall not create and shall not be deemed to create a
trust of any kind, or fiduciary relationship between the Bank and the
Director, his designated Beneficiary or Beneficiaries under this
Agreement.
1.12 "Normal Retirement Date" means January 1, 1999.
1.13 "Payout Period" means the time frame in which certain benefits payable
hereunder shall be distributed. Payments shall be made in equal
consecutive monthly installments commencing on the first day of the
month coincident with or next following the occurrence of any event
which triggers distribution and continuing for a period of one hundred
eighty (180) months.
1.14 "Phantom Unit Account" means the total value of all units of phantom
stock purchased by the Director, each having a value equal to the fair
market value (as determined in the manner provided below) of a share of
1ST BANCORP common stock. The fair market value of the Director's
Phantom Unit Account shall be determined as of the Valuation Date
immediately preceding the date on which the Director's Retirement
Account is annuitized by converting each phantom unit to an amount
equal to the closing bid price of 1ST BANCORP's common stock on such
Valuation Date. The Director shall purchase phantom units at a price
per share equal to eighty-five percent (85%) of the fair market value
(as determined above) of a share of 1ST BANCORP's common stock on the
Valuation Date immediately preceding the calendar year quarter to which
the deferral of fees and purchase relates.
The Director's Phantom Unit Account shall also be credited with
additional phantom units at each date on which 1ST BANCORP makes a cash
dividend or an in kind dividend (other than its common stock) with
respect to its shares. The number of units to be credited shall be
determined by dividing the amount of the cash dividend or the fair
market value of any in kind dividend by 85% of the fair market value
(as determined above) of a share of 1ST BANCORP's common stock on the
Valuation Date immediately preceding the calendar year quarter in which
the dividend is paid with respect to 1ST BANCORP's common stock.
1.15 "Retirement Account" means book entries maintained by the Bank
reflecting deferred amounts and equal to the sum of the Guaranteed
Investment Contract Account and the Phantom Unit Account. The existence
of such book entries and the Retirement Account shall not create and
shall not be deemed to create a trust of any kind, or a fiduciary
relationship between the Bank and the Director, his designated
Beneficiary, or other Beneficiaries under this Agreement.
1.16 "Spouse" means the individual to whom the Director is legally married
at the time of the Director's death.
1.17 "Survivor's Benefit" means monthly level payments to the Beneficiary in
the amount of Eight Hundred Ten Dollars and Eighty-Three Cents
($810.83) for one hundred eighty (180) months. In the event the
Survivor's Benefit is less than the Deferred Compensation Benefit, the
Deferred Compensation benefit shall be paid in lieu of the Survivor's
Benefit. In no event is it intended for the Director to receive both a
Survivor's Benefit and Deferred Compensation Benefit.
1.18 "Valuation Date" means the last business day of March, June, September,
December beginning on and after June 30, 1993.
SECTION II
DEFERRED COMPENSATION
Commencing on the Effective Date, and continuing through the end of
the Deferral Period, the Director and the Bank agree that the Director shall
defer into his Retirement Account monthly Director's fees of Six Hundred
($600.00) Dollars that the Director would otherwise be entitled to receive from
the Bank for each month of the Deferral Period. The Director shall direct the
apportionment of his monthly deferral between the Guaranteed Investment Contract
Account and the Phantom Unit Account. Such allocation shall be in twenty-five
(25%) percent increments and shall be evidenced in writing by completion of an
Election Form (Exhibit B). If the Director fails to submit an Election Form, one
hundred percent (100%) of his monthly deferrals shall be allocated to the
Guaranteed Investment Contract Account. The Director shall have the right to
change such apportionment once per year for new deferrals and for existing
bookkeeping balances held in his Retirement Account, such change becoming
effective at the next plan anniversary date (January 1). Any change in the
allocation for existing balances may be made in whole dollar amounts or in
twenty-five percent (25%) increments. Any such change must also be evidenced in
writing to become effective.
SECTION III
TERMINATION OF ELECTION AND NEW ELECTIONS
The Director's election to defer compensation shall continue in
effect, pursuant to the terms of this Agreement unless and until the Director
files with the Bank a Notice of Discontinuance (Exhibit C attached hereto). A
Notice of Discontinuance shall be effective if filed at least twenty (20) days
prior to any January 1st. Such Notice of Discontinuance shall be effective
commencing with the January 1st following its filing. If the Director
discontinues his deferrals, he may reinstate the deferrals as of a January 1st
by filing in writing an election to recommence deferrals at least twenty (20)
days prior to the January 1st on which the deferrals are to recommence.
SECTION IV
RETIREMENT BENEFIT
4.1 Retirement Benefit. At Normal Retirement Date, the Bank agrees to
commence payment of the Director's Deferred Compensation Benefit. Such
payments will be in accordance with the terms of the Payout Period.
4.2 Disability Retirement Benefit. Notwithstanding any other provision
hereof, the Director shall be entitled to receive his Deferred
Compensation Benefits hereunder prior to his Normal Retirement Date in
any case the Director terminates service due to Disability. The benefit
shall be distributed in accordance with the Payout Period. In the event
the total benefits received by the Director pursuant to this Subsection
are less than the total Survivor's Benefit [i.e., One Hundred
Forty-Five Thousand Nine Hundred Fifty Dollars ($145,950)], upon
Director's death, an additional lump sum payment shall be made to
Director's Beneficiary to make up the difference between these two (2)
gross benefit amounts.
SECTION V
DEATH BENEFITS
5.1 Death Prior to Termination of Service. In the event of the Director's
death prior to termination of service with the Bank, while covered by
the provisions of this Agreement, the Director's Beneficiary shall be
paid the Survivor's Benefit. Payments shall be in accordance with the
Payout Period.
5.2 Death After Termination of Service. In the event of the Director's
death after his termination of service, but prior to commencing receipt
of benefit payments under this Agreement, the Director's Beneficiary
shall be paid a monthly amount for a period of one hundred eighty (180)
months, commencing within thirty (30) days of the Director's death. The
amount of such benefit payment shall be determined as follows:
(a) If the Director has deferred less than Thirty-Six Thousand
Dollars ($36,000), the Director's Beneficiary shall be paid a
reduced Survivor's Benefit, which shall be determined by
multiplying the Survivor's Benefit (Eight Hundred Ten Dollars
and Eighty-Three Cents ($810.83)) by a fraction, the numerator
of which shall be equal to the total compensation actually
deferred by the Executive and the denominator of which shall
be equal to Thirty-Six Thousand Dollars ($36,000).
(b) If death occurs after the Director has deferred Thirty-Six
Thousand Dollars ($36,000), his Beneficiary shall be paid the
Survivor's Benefit.
5.3 Death After Commencement of Benefits. In the event of the Director's
death after the commencement of the Deferred Compensation Benefit, but
prior to the completion of all such payments due and owing hereunder,
the Bank shall continue to make monthly payments to the Director's
Beneficiary until a total of one hundred eighty (180) equal monthly
payments have been made to the Director and/or his Beneficiary.
5.4 Additional Death Benefit Burial Expense. In addition to the
above-described death benefits, upon the Director's death, the
Director's Beneficiary shall be entitled to receive a one-time lump sum
death benefit in the amount of Ten Thousand ($10,000.00) Dollars;
provided, however, that if the Director ceases to be a member of the
Board before July 1, 1998 for reasons other than his death or
disability, the one-time lump sum election death benefit otherwise
provided in this Subsection shall not be payable.
SECTION VI
CHANGES IN CAPITAL AND CORPORATE STRUCTURE
In the event of any change in the outstanding shares of common stock
of the Bank by reason of an issuance of additional shares, recapitalization,
reclassification, reorganization, stock split, reverse stock split, combination
of shares, stock dividend or similar transaction, the Board shall
proportionately adjust, in an equitable manner, the number of phantom units in
the Director's Phantom Unit Account as well as the purchase price of phantom
units. The foregoing adjustments shall be made in a manner that will cause the
relationship between the cost and market value of each phantom unit purchased
hereunder to remain unchanged as a result of the applicable transaction.
SECTION VII
BENEFICIARY DESIGNATION
The Director shall have the right, at any time, to submit in
substantially the form attached hereto as Exhibit A, a written designation of
primary and secondary Beneficiaries to whom payment under this Agreement shall
be made in the event of his death prior to complete distribution of the benefits
due and payable under the Agreement. Each Beneficiary designation shall become
effective only when receipt thereof is acknowledged in writing by the Bank.
SECTION VIII
DIRECTOR'S RIGHT TO ASSETS
The rights of the Director, any Beneficiary, or any other person
claiming through the Director under this Agreement, shall be solely those of an
unsecured general creditor of the Bank. The Director, the Beneficiary, or any
other person claiming through the Director, shall only have the right to receive
from the Bank those payments as specified under this Agreement. The Director
agrees that he, his Beneficiary, or any other person claiming through him shall
have no rights or interests whatsoever in any asset of the Bank, including any
insurance policies or contracts which the Bank may possess or obtain to
informally fund this Agreement. Any asset used or acquired by the Bank in
connection with the liabilities it has assumed under this Agreement, except as
expressly provided, shall not be deemed to be held under any trust for the
benefit of the Director or his Beneficiaries, nor shall any asset be considered
security for the performance of the obligations of the Bank. Any such asset
shall be and remain, a general, unpledged, and unrestricted asset of the Bank.
SECTION IX
RESTRICTIONS UPON FUNDING
The Bank shall have no obligation to set aside, earmark or entrust
any fund or money with which to pay its obligations under this Agreement. The
Director, his Beneficiaries or any successor in interest to him shall be and
remain simply a general unsecured creditor of the Bank in the same manner as any
other creditor having a general claim for matured and unpaid compensation. The
Bank reserves the absolute right at its sole discretion to either purchase
assets to meet its obligations undertaken by this Agreement or to refrain from
the same and to determine the extent, nature, and method of such asset
purchases. Should the Bank decide to purchase assets such as life insurance,
mutual funds, disability policies or annuities, the Bank reserves the absolute
right, in its sole discretion, to terminate such assets at any time, in whole or
in part. At no time shall the Director be deemed to have any lien, nor right,
title or interest in or to any specific investment or to any assets of the Bank.
If the Bank elects to invest in a life insurance, disability or annuity policy
upon the life of the Director, then the Director shall assist the Bank by freely
submitting to a physical examination and supplying such additional information
necessary to obtain such insurance or annuities.
SECTION X
ALIENABILITY AND ASSIGNMENT PROHIBITION
Neither the Director nor any Beneficiary under this Agreement shall
have any power or right to transfer, assign, anticipate, hypothecate, mortgage,
commute, modify or otherwise encumber in advance any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony or separate maintenance owed by the Director or
his Beneficiary, nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise.
SECTION XI
ACT PROVISIONS
11.1 Named Fiduciary and Administrator. The Bank shall be the named
fiduciary and administrator of this Agreement. As administrator, the
Bank shall be responsible for the management, control and
administration of the Agreement as established herein. The
administrator may delegate to others certain aspects of the management
and operational responsibilities of the Agreement, including the
employment of advisors and the delegation of ministerial duties to
qualified individuals.
11.2 Claims Procedure and Arbitration. In the event that benefits under this
Agreement are not paid to the Director (or to his Beneficiary in the
case of the Director's death) and such claimants feel they are entitled
to receive such benefits, then a written claim must be made to the Bank
within sixty (60) days from the date payments are refused. The Bank and
its Board shall review the written claim and, if the claim is denied,
in whole or in part, they shall provide in writing, within ninety (90)
days of receipt of such claim, their specific reasons for such denial,
reference to the provisions of this Agreement upon which the denial is
based, and any additional material or information necessary to perfect
the claim. Such written notice shall further indicate the additional
steps to be taken by claimants if a further review of the claim denial
is desired.
If claimants desire a second review, they shall notify the Bank in
writing within sixty (60) days of the first claim denial. Claimants may
review the Agreement or any documents relating thereto and submit any
written issues and comments they may feel appropriate. In its sole
discretion, the Bank, through the disinterested member of its Board,
shall then review the second claim and provide a written decision
within sixty (60) days of receipt of such claim. This decision shall
likewise state the specific reasons for the decision and shall include
reference to specific provisions of the Agreement upon which the
decision is based.
If claimants continue to dispute the benefit denial based upon
completed performance of the Agreement or the meaning and effect of the
terms and conditions thereof, then claimants may submit the dispute to
a board of Arbitration for final arbitration. Said board shall consist
of one member selected by the claimant, one member selected by the
Bank, and the third member selected by the first two members. The board
of Arbitration shall operate under any generally recognized set of
arbitration rules. The parties hereto agree that they and their heirs,
personal representatives, successors and assigns shall be bound by the
decision of such arbitration board with respect to any controversy
properly submitted to it for determination.
SECTION XII
MISCELLANEOUS
12.1 No Effect on Directorship Rights. Nothing contained herein will confer
upon the Director the right to be retained in the service of the Bank
nor limit the right of the Bank to discharge or otherwise deal with the
Director without regard to the existence of the Agreement. Pursuant to
12 C.F.R. ss. 563.39(b), the following conditions shall apply to this
Agreement:
(1) The Board may remove the Director at any time, but any removal
by the Board shall not prejudice the Director's vested right
to compensation or other benefits under the contract.
(2) If the Director is suspended and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a
notice served under Section 8(e)(3) or (g)(1) of the Federal
Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the
Bank's obligations under the contract shall be suspended as of
the date of termination of service unless stayed by
appropriate proceedings. If the charges in the notice are
dismissed, the Bank may in its discretion (i) pay the Director
all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate (in whole or in
part) any of its obligations which were suspended.
(3) If the Director is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order
issued under Section 8(e)(4) or (g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all
obligations of the Bank under the contract shall terminate as
of the effective date of the order, but vested rights of the
contracting parties shall not be affected.
(4) If the Bank is in default (as defined in Section 3(x)(1) of
the Federal Deposit Insurance Act), all obligations under the
contract shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the
contracting parties.
(5) All non-vested obligations under the contract shall be
terminated, except to the extent determined that continuation
of the contract is necessary for the continued operation of
the Bank:
(i) by the Director or his designee at the time the
Federal Deposit Insurance Corporation or the
Resolution Trust Corporation enters into an agreement
to provide assistance to or on behalf of the Bank
under the authority contained in ss. 13(c) of the
Federal Deposit Insurance Act; or
(ii) by the Director or his designee, at the time the
Director or his designee approves a supervisory
merger to resolve problems related to operation of
the Bank or when the Bank is determined by the
Director to be in an unsafe or unsound condition.
Any rights of the parties that have already vested, however, shall not
be affected by such action.
12.2 State Law. The Agreement is established under, and will be construed
according to, the laws of the State of Indiana.
12.3 Severability. In the event that any of the provisions of this Agreement
or portion thereof, are held to be inoperative or invalid by any court
of competent jurisdiction, then: (1) insofar as is reasonable, effect
will be given to the intent manifested in the provisions held invalid
or inoperative, and (2) the validity and enforceability of the
remaining provisions will not be affected thereby.
12.4 Incapacity of Recipient. In the event the Director is declared
incompetent and a conservator or other person legally charged with the
care of his person or of his estate is appointed, any benefits under
the Agreement to which such the Director is entitled shall be paid to
such conservator or other person legally charged with the care of his
person or his estate. Except as provided above in this paragraph, when
the Board, in its sole discretion, determines that the Director is
unable to manage his financial affairs, the Board may direct the Bank
to make distributions to any person for the benefit of the Director.
12.5 Recovery of Estate Taxes. If the Director's gross estate for federal
estate tax purposes includes any amount determined by reference to and
on account of this Deferred Compensation Agreement, and if the
Beneficiary is other than the Director's Estate, then the Director's
Estate shall be entitled to recover from the Beneficiary receiving such
benefit under the terms of the Survivor's Benefit an amount by which
(x) the total estate tax due by Director's estate, exceeds (y) the
total estate tax which would have been payable if the value of such
benefit had not been included in the Director's gross Estate. If there
is more than one person receiving such benefit, the right of recovery
shall be against each such person in proportion to the benefits
received by each such person. In the event any Beneficiary has a
liability hereunder, such Beneficiary may petition the Bank for a lump
sum payment in an amount not to exceed the Beneficiary's liability
hereunder.
12.6 Unclaimed Benefit. The Director shall keep the Bank informed of his
current address and the current address of his Beneficiaries. The Bank
shall not be obligated to search for the whereabouts of any person. If
within three (3) years after the actual death of the Director the Bank
is unable to locate any Beneficiary of the Director, then the Bank may
fully discharge its obligation by payment to the Estate.
12.7 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Agreement and except for the benefits otherwise
payable under this Agreement, neither the Bank, nor any individual
acting as an employee or agent of the Bank, or as a member of the Board
shall be liable to the Director or any other person for any claim,
loss, liability or expense incurred in connection with the Agreement.
12.8 Gender. 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.
12.9 Affect on Other Corporate Benefit Agreements. Nothing contained in this
Agreement shall affect the right of the Director to participate in or
be covered by any qualified or non-qualified pension, profit sharing,
group, bonus or other supplemental compensation or fringe benefit
agreement constituting a part of the Bank's existing or future
compensation structure.
12.10 Suicide. Notwithstanding anything to the contrary in this Agreement,
the Survivor Benefits otherwise provided herein shall not be payable if
the Director's death results from suicide, whether sane or insane,
within two (2) years after the execution of this Agreement. If the
Director dies during this two year period due to suicide, the balance
of the Retirement Account will be paid to the Director's designated
Beneficiary in a single payment. Payment is to be made within thirty
(30) days after the Director's death is declared a suicide by competent
legal authority. Credit shall be given to the Bank for payments made
prior to determination of suicide.
12.11 Headings. Headings and sub-headings in this Agreement are inserted for
reference and convenience only and shall not be deemed a part of this
Agreement.
SECTION XIII
AMENDMENT/REVOCATION
This Agreement shall not be amended, modified or revoked at any time,
in whole or part, without the mutual written consent of the Director and the
Bank, and such mutual consent shall be required even if the Director is no
longer serving the Bank as a member of the Board.
SECTION XIV
EXECUTION
14.1 This Agreement sets forth the entire understanding of the parties
hereto with respect to the transactions contemplated hereby, and any
previous agreements or understandings between the parties hereto
regarding the subject matter hereof are merged into and superseded by
this Agreement.
14.2 This Agreement shall be executed in duplicate, each copy of which, when
so executed and delivered, shall be an original, but both copies shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Agreement to be executed on this 19th day of Dec., 1997.
/s/ C. Xxxxx XxXxxxxxx
C. Xxxxx XxXxxxxxx
FIRST FEDERAL BANK, AFSB
By: Xxxx Xxxxxxxxxxxx
Executive Vice President
(Title)
DIRECTOR DEFERRED COMPENSATION AGREEMENT
BENEFICIARY DESIGNATION
_____________________, under the terms of a certain Director Deferred
Compensation Agreement by and between him and FIRST FEDERAL BANK, AFSB,
Vincennes, Indiana, dated __________________, 19__, hereby designates the
following Beneficiary to receive any guaranteed payments or death benefits under
such Agreement, following his death:
PRIMARY BENEFICIARY:
SECONDARY BENEFICIARY:
This Beneficiary Designation hereby revokes any prior Beneficiary
Designation which may have been in effect.
Such Beneficiary Designation is revocable.
DATE: , 19
(WITNESS) , Director
(WITNESS)
Exhibit A
DIRECTOR DEFERRED COMPENSATION AGREEMENT
ELECTION FORM
NAME:
(Please Print)
Investment Allocation Election: I hereby elect to have my monthly deferrals
credited with earnings or losses based on the following allocation:
(Indicate Percentage in Increments of 25% Only)
Guaranteed Investment Contract Account _______ %
Phantom Unit Account _______ %
Total (Must Equal 100%) _______ %
DATE , Director
Exhibit B
DIRECTOR DEFERRED COMPENSATION AGREEMENT
NOTICE OF DISCONTINUANCE
TO: FIRST FEDERAL BANK, AFSB
Attention:
I hereby give notice of my election to discontinue deferral of my
compensation under that certain Director Deferred Compensation Agreement, by and
between Bank and the undersigned, dated the ____ day of __________, 199 . This
notice is submitted at least twenty (20) days prior to January 1st and shall be
effective as of such date, as specified below.
Discontinue deferral as of January 1, 19___.
, Director
DATE
Exhibit C
