THE BANK OF XXXXXX COUNTY
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of the
1st day of July, 2008, by and between The Bank of Xxxxxx County (the "Bank"), a
federally chartered stock savings bank, with its principal administrative office
at 000 Xxxx Xxxxxx, Xxxxxxxx, XX 00000 and Xxxxxxx X. Xxxxxx (the "Executive").
Any reference to "Company" herein shall mean Xxxxxx County Bancorp, Inc., a
federal corporation, or any successor thereto. The Company is a signatory hereto
for the sole purpose of guaranteeing the Bank's performance hereunder.
WHEREAS, the Executive is currently employed as Senior Vice President and
Chief Lending Officer of the Bank; and
WHEREAS, the Bank wishes to assure itself of the continued services of the
Executive for the period provided in this Agreement; and
WHEREAS, Executive is willing to continue to serve in the employ of the
Bank on a full-time basis for said period.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:
1. POSITION AND RESPONSIBILITIES
(a) During the period of his employment hereunder, the Executive agrees to
serve as Senior Vice President and Chief Lending Officer of the Bank. During
said period, the Executive also agrees to serve, if elected, as an officer and
director of any subsidiary or affiliate of the Bank. As Senior Vice President
and Chief Lending Officer, the Executive shall report directly to the President
and Chief Executive Officer of the Bank.
(b) As the Senior Vice President and Chief Lending Officer, the Executive
has the following responsibilities:
(i) the Executive shall supervise all lending operations, including
activities for loan origination and loan servicing,
(ii) the Executive shall be responsible for originating loan policy
and underwriting guidelines, subject to final approval by the
Board of Directors (the "Board"), and shall communicate such
policies to all personnel involved in loan originations and loan
approvals,
(iii) the Executive shall determine personnel requirements and work
schedules, and is responsible for training departmental
personnel, reviewing and evaluating performance and recommending
salary adjustments, promotions, discharges and other
personnel-related actions, and
(iv) the Executive shall provide functional direction for internal
audits and shall participate in discussions with Bank regulatory
agencies.
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2. TERM AND DUTIES
(a) The period of the Executive's employment under this Agreement shall
begin as of the date first above written and shall continue for a period of
twenty-four (24) full calendar months thereafter. Commencing on the first
anniversary date of this Agreement, and continuing at each anniversary date
thereafter, this Agreement shall renew for an additional year such that the
remaining term shall be two (2) years unless written notice is provided to the
Executive at least ten (10) days and not more than sixty (60) days prior to any
such anniversary date, that his employment shall cease at the end of twelve (12)
months following such anniversary date. Prior to each notice period for
non-renewal, the Board will conduct a comprehensive performance evaluation and
review of the Executive for purposes of determining whether to extend this
Agreement, and the results thereof shall be included in the minutes of the
Board's meeting.
(b) During the period of his employment hereunder, except for periods of
absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence, the Executive shall faithfully perform his duties hereunder
including activities and services related to the organization, operation and
management of the Bank.
3. COMPENSATION AND REIMBURSEMENT
(a) The compensation specified under this Agreement shall constitute the
salary and benefits paid for the duties described in Section 2(b). The Bank
shall pay the Executive as compensation a salary of not less than $112,500.00
per year ("Base Salary"). Such Base Salary shall be payable bi-weekly. During
the period of this Agreement, the Executive's Base Salary shall be reviewed at
least annually; the first such review will be made no later than July 1, 2009.
Such review shall be conducted by a Committee designated by the Board, and the
Board may increase, but not decrease, the Executive's Base Salary (any increase
in Base Salary shall become the "Base Salary" for purposes of this Agreement).
In addition to the Base Salary provided in this Section 3(a), the Bank shall
provide the Executive at no cost to the Executive with all such other benefits
as are provided uniformly to permanent full-time employees of the Bank.
(b) The Bank will provide the Executive with employee benefit plans,
arrangements and perquisites substantially equivalent to those in which the
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, and the Bank will not, without
the Executive's prior written consent, make any changes in such plans,
arrangements or perquisites that would adversely affect the Executive's rights
or benefits thereunder. Without limiting the generality of the foregoing
provisions of this Section 3(b), the Executive will be entitled to participate
in or receive benefits under any employee benefit plans including but not
limited to, retirement plans, supplemental retirement plans, pension plans,
profit-sharing plans, health-and-accident plans, medical coverage or any other
employee benefit plan or arrangement made available by the Bank in the future to
its senior executives and key management employees, subject to and on a basis
consistent with the terms, conditions and overall administration of such plans
and arrangements. The Executive will be entitled to incentive compensation and
bonuses as provided in any plan of the Bank in which the Executive is eligible
to participate (and he shall be entitled to a pro rata distribution under any
incentive compensation or bonus plan as to any year in which a termination of
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employment occurs, other than Termination for Cause, as herein defined). Nothing
paid to the Executive under any such plan or arrangement will be deemed to be in
lieu of other compensation to which the Executive is entitled under this
Agreement.
(c) In addition to the Base Salary provided for by Section 3(a), the Bank
shall pay or reimburse the Executive for all reasonable travel and other
reasonable expenses incurred by the Executive performing his obligations under
this Agreement and may provide such additional compensation in such form and
such amounts as the Board may from time to time determine. All such
reimbursements and compensation pursuant to this Section 3 shall be paid
promptly and in any event no later than March 15 of the year immediately
following the year in which the expense was incurred or the compensation was
earned.
4. PAYMENTS TO THE EXECUTIVE UPON AN EVENT OF TERMINATION
The provisions of this Section 4 shall in all respects be subject to the
terms and conditions stated in Sections 7 and 14.
(a) The provisions of this Section 4 shall apply upon the occurrence of an
Event of Termination (as herein defined) during the Executive's term of
employment under this Agreement. As used in this Agreement, an "Event of
Termination" shall mean and include any one or more of the following:
(i) the termination by the Bank of the Executive's full-time employment
hereunder for any reason other than (A) Disability or Retirement, as defined in
Section 5, or (B) Termination for Cause as defined in Section 6; or
(ii) the Executive's resignation from the Bank's employ, upon any
(A) failure to elect or reelect or to appoint or reappoint the
Executive as Senior Vice President and Chief Lending Officer of the
Bank,
(B) material change in the Executive's function, duties, or
responsibilities, which change would cause the Executive's position to
become one of lesser responsibility, importance, or scope from the
position and attributes thereof described in Section 1,
(C) a relocation of the Executive's principal place of employment by
more than 30 miles from its location at the effective date of this
Agreement, or a material reduction in the benefits and perquisites to
the Executive from those being provided as of the effective date of
this Agreement,
(D) liquidation or dissolution of the Bank or the Company other than
liquidations or dissolutions that are caused by reorganizations that
do not affect the status of the Executive, or
(E) breach of this Agreement by the Bank.
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Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or
(E), above, the Executive shall have the right to elect to terminate his
employment under this Agreement by resignation upon sixty (60) days prior
written notice given within a reasonable period of time not to exceed four (4)
calendar months after the initial event giving rise to said right to elect.
Notwithstanding the preceding sentence, in the event of a continuing breach of
this Agreement by the Bank, the Executive, after giving due notice within the
prescribed time frame of an initial event specified above, shall not waive any
of his rights solely under this Agreement and this Section 4 by virtue of the
fact that the Executive has submitted his resignation but has remained in the
employment of the Bank and is engaged in good faith discussions to resolve any
occurrence of an event described in clauses (A), (B), (C), (D) and (E) above.
(b) Upon the occurrence of an Event of Termination, on the Date of
Termination, as defined in Section 7, the Bank shall pay the Executive, or, in
the event of his subsequent death, his beneficiary or beneficiaries, or his
estate, as the case may be, as severance pay or liquidated damages, or both, an
amount equal to the Executive's then annual Base Salary. Any payment shall be
made in a lump sum as soon as reasonably practicable but in no event later than
two and one-half months following the Executive's Date of Termination.
(c) Upon the occurrence of an Event of Termination, the Bank will cause to
be continued at the Bank's sole expense, life insurance and non-taxable medical
and dental coverage substantially identical to the coverage maintained by the
Bank for the Executive prior to his termination. Such coverage shall continue
for 12 months from the Date of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank will honor the
provisions of Section 3(c).
(e) Notwithstanding the preceding paragraphs of this Section 4, in the
event that:
(i) the aggregate payments or benefits to be made or afforded to the
Executive under said paragraphs (the "Termination Benefits")
would be deemed to include an "excess parachute payment" under
Section 280G of the Internal Revenue Code (the "Code") or any
successor thereto, and
(ii) if such Termination Benefits were reduced to an amount (the
"Non-Triggering Amount"), the value of which is at least one
dollar ($1.00) less than an amount equal to the total amount of
payments permissible under Section 280G of the Code or any
successor thereto,
then the Termination Benefits to be paid to the Executive shall be so
reduced so as to be a Non-Triggering Amount. In the event a reduction
is necessary, the Executive shall be permitted to determine the
benefits to be reduced hereunder to avoid an excess parachute payment,
provided that the exercise of such discretion would not be deemed to
violate Code Section 409A. If the Executive's exercise of discretion
would be deemed to violate Code Section 409A, then the reduction shall
be made first from
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the cash severance payable and then from the non-taxable medical
benefits, but only to the extent necessary to be a Non-Triggering
Amount.
(f) Notwithstanding the preceding paragraphs of this Section 4, to the
extent required by regulations or interpretations of the Office of Thrift
Supervision ("OTS"), all severance payments under this Agreement shall be
reduced not to exceed three (3) times the Executive's average annual
compensation (as defined in Section 310 of the OTS Examination Handbook) over
the most recent five (5) taxable years.
(g) For purposes of this Section 4, an "Event of Termination" as used
herein shall mean "Separation from Service" as defined in Code Section 409A and
the Treasury Regulations promulgated thereunder, provided, however, that the
Bank and the Executive reasonably anticipate that the level of bona fide
services the Executive would perform after termination would permanently
decrease to a level that is less than 49% of the average level of bona fide
services performed (whether as an employee or an independent contractor) over
the immediately preceding 36-month period.
5. TERMINATION UPON RETIREMENT
Termination by the Bank of the Executive based on "Retirement" shall mean
termination in accordance with the Bank's retirement policy or in accordance
with any retirement arrangement established with the Executive's consent with
respect to him. Upon termination of the Executive upon Retirement, the Executive
shall be entitled to all vested benefits under any retirement plan of the Bank
and other plans to which the Executive is a party in accordance with the terms
of such plan or plans.
6. TERMINATION FOR CAUSE
The term "Termination for Cause" shall mean termination because of the
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, or material
breach of any provision of this Agreement. The Executive shall not have the
right to receive compensation or other benefits for any period after Termination
for Cause. Any stock options granted to the Executive under any stock option
plan of the Bank, the Company or any subsidiary or affiliate thereof, shall
become null and void effective upon the Executive's receipt of Notice of
Termination for Cause pursuant to Section 7, and shall not be exercisable by the
Executive at any time subsequent to such Termination for Cause.
7. NOTICE
(a) Any purported termination by the Bank or by the Executive shall be
communicated by Notice of Termination to the other party hereto. For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice that shall
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indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under the
provision so indicated.
(b) "Date of Termination" shall mean (A) if the Executive's employment is
terminated for Disability, thirty (30) days after a Notice of Termination is
given (provided that he shall not have returned to the performance of his duties
on a full-time basis during such thirty (30) day period), and (B) if his
employment is terminated for any other reason other than Termination for Cause,
the date specified in the Notice of Termination (which, in the case of a
Termination for Cause, shall not be less than thirty (30) days from the date
such Notice of Termination is given).
(c) This Section 7(c) shall not apply in the event of Termination for
Cause. If, within thirty (30) days after a Notice of Termination is given, the
party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, except upon the voluntary termination
by the Executive in which case the Date of Termination shall be the date
specified in the Notice, the Date of Termination shall be the date on which the
dispute is finally determined, either by mutual written agreement of the
parties, by a binding arbitration award, or by a final judgment, order or decree
of a court of competent jurisdiction (the time for appeal having expired and no
appeal having been perfected) and provided further that the Date of Termination
shall be extended by a notice of dispute only if such notice is given in good
faith and the party giving such notice pursues the resolution of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Bank will continue to pay the Executive his full compensation in effect when the
notice giving rise to the dispute was given (including, but not limited to, Base
Salary) and continue the Executive as a participant in all compensation, benefit
and insurance plans in which he was participating when the notice of dispute was
given, until the dispute is finally resolved in accordance with this Agreement,
provided such dispute is resolved within the term of this Agreement. If such
dispute is not resolved within the term of the Agreement, the Bank shall not be
obligated, upon final resolution of such dispute, to pay the Executive
compensation and other payments accruing beyond the term of the Agreement.
Amounts paid under this Section shall be offset against or reduce any other
amounts due under this Agreement.
8. POST-TERMINATION OBLIGATIONS
(a) All payments and benefits to the Executive under this Agreement shall
be subject to the Executive's compliance with Section 8(b) during the term of
this Agreement and for one (1) full year after the expiration or termination
hereof.
(b) The Executive shall, upon reasonable notice, furnish such information
and assistance to the Bank as may reasonably be required by the Bank in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party.
9. NON-COMPETITION
(a) Upon any termination of the Executive's employment hereunder as a
result of which the Bank is paying the Executive benefits under Section 4, other
than a termination coincident to or following a Change in Control of the Bank or
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the Company within the meaning of the Home Owners' Loan Act, as amended
("HOLA"), the Executive agrees not to compete with the Bank and/or the Company
for a period of one (1) year following such termination in any city, town or
county in which the Bank and/or the Company has an office or has filed an
application for regulatory approval to establish an office, determined as of the
effective date of such termination, except as agreed to pursuant to a resolution
duly adopted by the Board. The Executive agrees that during such period and
within said cities, towns and counties, the Executive shall not work for or
advise, consult or otherwise serve with, directly or indirectly, any entity
whose business materially competes with the depository, lending or other
business activities of the Bank and/or the Company. The parties hereto,
recognizing that irreparable injury will result to the Bank and/or the Company,
its business and property in the event of the Executive's breach of this Section
9(a) agree that in the event of any such breach by the Executive, the Bank
and/or the Company will be entitled, in addition to any other remedies and
damages available, to an injunction to restrain the violation hereof by the
Executive, the Executive's partners, agents, servants, employers, employees and
all persons acting for or with the Executive. The Executive represents and
admits that the Executive's experience and capabilities are such that the
Executive can obtain employment in a business engaged in other lines and/or of a
different nature than the Bank and/or the Company, and that the enforcement of a
remedy by way of injunction will not prevent the Executive from earning a
livelihood. Nothing herein will be construed as prohibiting the Bank and/or the
Company from pursuing any other remedies available to the Bank and/or the
Company for such breach or threatened breach, including the recovery of damages
from the Executive.
(b) The Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Bank and affiliates
thereof, as it may exist from time to time, is a valuable, special and unique
asset of the business of the Bank. The Executive will not, during or after the
term of his employment, disclose any knowledge of the past, present, planned or
considered business activities of the Bank or affiliates thereof to any person,
firm, corporation, or other entity for any reason or purpose whatsoever (except
for such disclosure as may be required to be provided to any federal banking
agency with jurisdiction over the Bank or the Executive). Notwithstanding the
foregoing, the Executive may disclose any knowledge of banking, financial and/or
economic principles, concepts or ideas which are not solely and exclusively
derived from the business plans and activities of the Bank, and the Executive
may disclose any information regarding the Bank or the Company that is otherwise
publicly available. In the event of a breach or threatened breach by the
Executive of the provisions of this Section 9, the Bank will be entitled to an
injunction restraining the Executive from disclosing, in whole or in part, the
knowledge of the past, present, planned or considered business activities of the
Bank or affiliates thereof, or from rendering any services to any person, firm,
corporation, other entity to whom such knowledge, in whole or in part, has been
disclosed or is threatened to be disclosed. Nothing herein will be construed as
prohibiting the Bank from pursuing any other remedies available to the Bank for
such breach or threatened breach, including the recovery of damages from the
Executive.
10. SOURCE OF PAYMENTS
All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Bank. The Company, however, guarantees
payment and provision of all amounts and benefits due hereunder to the Executive
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and, if such amounts and benefits due from the Bank are not timely paid or
provided by the Bank, such amounts and benefits shall be paid or provided by the
Company.
11. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS
This Agreement contains the entire understanding between the parties hereto
and supersedes any prior employment agreement between the Bank or any
predecessor of the Bank and the Executive, except that this Agreement shall not
affect or operate to reduce any benefit or compensation inuring to the Executive
of a kind elsewhere provided. No provision of this Agreement shall be
interpreted to mean that the Executive is subject to receiving fewer benefits
than those available to him without reference to this Agreement.
12. NO ATTACHMENT
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null,
void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of, the
Executive and the Bank and their respective successors and assigns.
13. MODIFICATION AND WAIVER
(a) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.
14. SEVERABILITY
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent consistent with
law continue in full force and effect.
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15. HEADINGS FOR REFERENCE ONLY
The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
16. GOVERNING LAW
This Agreement shall be governed by the laws of the State of New York but
only to the extent not superseded by federal law.
17. ARBITRATION
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by the employee within fifty
(50) miles from the location of the Bank, in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.
18. PAYMENT OF LEGAL FEES
All reasonable legal fees paid or incurred by the Executive pursuant to any
dispute or question of interpretation relating to this Agreement shall be paid
or reimbursed by the Bank, provided that the dispute or interpretation has been
settled by the Executive and the Bank or resolved in the Executive's favor, and
that such payment or reimbursement shall occur no later than two and one-half
months after the dispute is settled in the Executive's favor.
19. INDEMNIFICATION
The Bank shall provide the Executive (including his heirs, executors and
administrators) with coverage under a standard directors' and officers'
liability insurance policy at its expense, and shall indemnify the Executive
(and his heirs, executors and administrators) to the fullest extent permitted
under federal law against all expenses and liabilities reasonably incurred by
him in connection with or arising out of any action, suit or proceeding in which
he may be involved by reason of his having been a trustee, director or officer
of the Bank (whether or not he continues to be a trustee, director or officer at
the time of incurring such expenses or liabilities), such expenses and
liabilities to include, but not be limited to, judgments, court costs and
attorneys' fees and the cost of reasonable settlements (such settlements must be
approved by the Bank's Board). If such action, suit or proceeding is brought
against the Executive in his capacity as an officer, trustee, or director of the
Bank, however, such indemnification shall not extend to matters as to which the
Executive is finally adjudged to be liable for willful misconduct in the
performance of his duties. Notwithstanding any other provision of this Section
19, this Section 19 shall comply with 12 C.F.R. ss.545.121.
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20. SUCCESSOR TO THE BANK
The Bank shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Bank or the Company, expressly
and unconditionally to assume and agree to perform the Bank's obligations under
this Agreement, in the same manner and to the same extent that the Bank would be
required to perform if no such succession or assignment had taken place.
21. REQUIRED PROVISIONS
(a) The Bank's Board of Directors may terminate the Executive's employment
at any time, but any termination by the Board other than Termination for Cause
as defined in Section 6 shall not prejudice the Executive's right to
compensation or other benefits under this Agreement. The Executive shall have no
right to receive compensation or other benefits for any period after Termination
for Cause.
(b) If the Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) [12 USC ss.1818(e)(3)] or 8(g)(1) [12 USC ss.1818(g)(1)] of the
Federal Deposit Insurance Act (the "FDI Act"), the Bank's obligations under this
Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the Bank
may in its discretion (i) pay the Executive 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.
(c) If the Executive 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) [12 USC ss.1818(e)(4)] or 8(g)(1) [12 USC ss.1818(g)(1)] of the
FDI Act, all obligations of the Bank under this Agreement shall terminate as of
the effective date of the order, but vested rights of the contracting parties
shall not be affected.
(d) If the Bank is in default as defined in Section 3(x)(1) [12 USC
ss.1813(x)(1)] of the FDI Act, all obligations under this Agreement shall
terminate as of the date of default, but this paragraph shall not affect any
vested rights of the contracting parties.
(e) All obligations under this Agreement shall be terminated, except to the
extent determined that continuation of this Agreement is necessary for the
continued operation of the Bank, (i) by the Director of the OTS or his or her
designee, at the time the FDIC enters into an agreement to provide assistance to
or on behalf of the Bank under the authority contained in Section 13(c) [12 USC
ss.1823(c)] of the FDI Act; or (ii) by the Director or his or her designee at
the time the Director or his or her 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.
(f) Notwithstanding anything herein contained to the contrary, any payments
to the Executive by the Company, whether pursuant to this Agreement or
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otherwise, are subject to and conditioned upon their compliance with Section
18(k) of the FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated
thereunder in 12 C.F.R. Part 359.
[Signature Page Follows]
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SIGNATURES
IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement to
be executed and their seals to be affixed hereunto by their duly authorized
officers, and the Executive has signed this Agreement, on the 26th day of
November, 2008, provided that this Agreement is effective as of the date first
above written.
ATTEST: THE BANK OF XXXXXX COUNTY
/s/ Xxxxxxx X. Main By: /s/ Xxxxxx X. Xxxxxx
---------------------------------- ------------------------------
Secretary Name: Xxxxxx X. Xxxxxx
Title: President and
Chief Executive Officer
ATTEST: XXXXXX COUNTY BANCORP, INC.
/s/ Xxxxxxx X. Main By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- ------------------------------
Secretary Name: Xxxxxx X. Xxxxxx
Title: President and
Chief Executive Officer
WITNESS: EXECUTIVE:
/s/ XxXxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ------------------------------
XxXxx Xxxxxxxxxxx Xxxxxxx X. Xxxxxx
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