[Exhibit 10.3]
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
COLLATERAL ASSIGNMENT PLAN
THIS AGREEMENT, made as of this 13th day of June 1980, by and between
the City National Bank, a National Bank hereinafter called the Bank, and the
Xxxxxxxxx 1980 Insurance Trust hereinafter called the Trust.
WHEREAS, Xxxx Xxxxxxxxx, hereinafter called the Employee, has rendered
competent and faithful efforts on behalf of the Bank resulting in substantial
growth and profits to the Bank, and,
WHEREAS, the Bank highly values the efforts, abilities, and
accomplishments of the Employee as an important member of management and
wishes to provide a death benefit for the Employee's designee through a Split
Dollar Life Insurance program, and,
WHEREAS, the Trust agrees to participate in such program to the extent
hereinafter provided,
NOW, THEREFORE, it is mutually agreed that:
1. In furtherance of the purposes of this Agreement, the parties
hereto shall utilize the following personal insurance policy owned by the
Trust on the life of Xxxx Xxxxxxxxx (hereinafter call the Insured):
Policy No. 3837807 in the face amount of $1,500,000 issued by
Connecticut Mutual Life Insurance Company.
2. As security for the Bank's premium payments on the insurance
policy as provided in Article 4 below, the Trust shall execute, on a form
provided by the insurance company, a collateral assignment of the policy to
the Bank. The policy shall be delivered to the Bank to hold for purposes of
this Agreement. The Bank shall make the policy available to the insurance
company in order to effectuate any change desired by the Trust, as to the
designation of a beneficiary, election of an income settlement option or
assignment with respect to the risk element as defined in Article 3 below.
3. It is understood by the parties hereto that, as provided under
the terms of the policy, ownership of the policy is actually divided into two
separate and distinct elements. The "cash value" element is owned by the
Bank and the "risk" element is owned by the Trust. Except as modified by the
following paragraph, the Bank has all incidents of ownership and privileges
in the policy with respect only to the cash value element, which is defined
as an amount equal to the premiums it has paid, excluding premiums for any
extra benefit agreements or riders issued under the policy, but reduced by
any indebtedness (along with any unpaid interest) on the policy, or if
greater, an amount equal to the cash value of the policy (including dividend
additions) as of the date to which premiums have been paid, plus any dividend
credits outstanding, but reduced by any indebtedness (along with any unpaid
interest) on the policy.
The Trust has all incidents of ownership in the risk element, which is
defined as the right to surrender the policy (but not the right to receive
the cash value upon surrender); the right to change a nonforfeiture
provision; the right to agree with the insurance company to any release,
modification, or amendment to the policy; the right to designate the
beneficiary, to elect an income settlement option and to assign all rights
and interests with respect to any portion of the death proceeds in excess of
the cash value element; and all rights with respect to any One Year Term
rider issued under the policy.
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As a result of the terms of the policy and of this Agreement, the Bank
has no incidents of ownership of any kind with respect to the risk element
and may not unilaterally impair or defeat the rights and interests of the
Trust in any way.
4. All premiums due on the insurance policy referred to in Article
1 shall be paid by the Bank.
5. One Year Term Insurance will be purchased on each policy
anniversary from the dividend credits outstanding under the policy and will
be purchased in an amount equal to the guaranteed cash values of the policy
at the end of the following year. Any balance of dividends not used to buy
One Year Term Insurance shall be applied to the purchase of paid-up-additions
from Connecticut Mutual Life Insurance Company.
6. In the event of the death of the Insured, the Bank, its
successors or assigns, shall be entitled to receive from the life insurance
proceeds an amount equal to the cash value element as defined in Article 3
above.
Any portion of the death proceeds which is in excess of the amount
payable to the Bank, its successors or assigns, shall be payable to the Trust
in accordance with Article 3 of the Agreement.
7. This Agreement shall terminate on May 15, 1985 or; either
party's submission of written notice to the other party; or if the Bank
attempts to undertake any action which would impair or defeat the Trust's
interest in the risk element. Such action by the Bank might include, but is
not necessarily limited to, lapse of the policy for nonpayment of premiums.
If this Agreement terminates for any reason, the Trust shall have the option,
exercisable within 60 days, to have the collateral assignment of the policy
released by the Bank.
If the Trust elects to exercise such option it shall pay to the Bank
an amount equal to the cash value element as defined in Article 3 of this
Agreement. If the Trust does not elect to have the collateral assignment
released, it shall, at the Bank's request, execute such documents as are
required to transfer its interest in the risk element of the policy to the
Bank as of the date preceding termination of this Agreement.
8. At the Insured's death, the Bank and the beneficiary designated
to receive the proceeds attributable to the risk element shall execute such
forms and furnish such other documents or information as are required to
receive payment under the policy. The Bank shall also furnish to the
insurance company an affidavit specifying the amount of the death proceeds
payable to the Bank which is attributable to the cash value element, as
defined herein.
All death benefits under this Agreement shall be paid in accordance
with the terms and conditions of the life insurance policy referred to in
Article 1 and pursuant to the claims and review procedures of the insurance
company. The Bank's liability to provide benefits under this Agreement shall
be limited solely to the payment of its share of premiums, as provided in
Article 4. The Bank assumes no responsibility for payment of death benefits
under the policy.
9. In lieu of a lump sum payable by reason of the Insured's death
which is attributable to the risk element, the Trust may, in accordance with
the procedures of the insurance company, elect any of the optional modes of
payment for the death proceeds as enumerated in the policy and known as
"settlement options." If no such election is in effect at the Insured's
death, the beneficiary of the risk element shall have the right to elect such
settlement option.
The Bank shall have a similar right to elect a settlement option for
the proceeds attributable to the cash value element.
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10. For purposes of the Employee Retirement Income Security Act of
1974 (P.L. 93-406), the Bank is the "named fiduciary" of the Split Dollar
Life Insurance plan for which this Agreement is hereby designated the written
plan instrument.
11. This Agreement may be altered, amended, or modified, including
the addition of any extra policy provisions, by a written agreement signed by
the Bank and the Trust. In addition, either party may assign its rights,
interests and obligations under this Agreement, provided, however, that any
assignment shall be made subject to the terms of this Agreement. The law of
the state of California shall govern this Agreement.
12. Where appropriate in this Agreement, words used in the singular
shall include the plural and words used in the masculine shall include the
feminine.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first herein above written.
/s/ Xxxxx Xxxxx Xxxxxxxxx
-----------------------------
Xxxxx Xxxxx Xxxxxxxxx, Trustee of the
Xxxxxxxxx 1980 Insurance Trust
/s/ Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxx Xxxxxxxxx
---------------- -----------------------------
Witness Xxxxxxx Xxxxx Xxxxxxxxx, Trustee of the
Xxxxxxxxx 1980 Insurance Trust
/s/ Xxxx X. Xxxxxxxx
-----------------------------
City National Bank, Trustee of the
Xxxxxxxxx 1980 Insurance Trust
/s/ Xxxxx X. Del Xxxxxxx
-----------------------------
City National Bank, a National Bank
By: Xxxxx X. Del Xxxxxxx
Executive Vice President
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AMENDMENT TO
SPLIT-DOLLAR LIFE INSURANCE
AGREEMENT
This Amendment relates to that certain Split-Dollar Life Insurance Agreement
made as of the 13th day of June, 1980 between CITY NATIONAL BANK and THE
XXXXXXXXX 1980 INSURANCE TRUST (the "Agreement") and shall hereby amend
paragraph 7 thereof, to provide that the Agreement shall terminate on May 15,
1990.
Except as amended by the foregoing, the Agreement shall remain in full force
and effect and without any other change.
This Amendment is made and agreed to as of this 15th day of May, 1985.
THE XXXXXXXXX
1980 INSURANCE TRUST CITY NATIONAL BANK
/s/ Xxxxx Xxxxx Xxxxxxxxx /s/ Xxxxx X. Del Xxxxxxx
By --------------------------- By ---------------------------
XXXXX XXXXX XXXXXXXXX XXXXX P. DEL XXXXXXX
Trustee Its Executive Vice President
/s/ Xxxxxxx Xxxxx Xxxxxxxxx
By ---------------------------
XXXXXXX XXXXX XXXXXXXXX
Trustee
CITY NATIONAL BANK
/s/ Xxxx X. Xxxxxxxx
By ---------------------------
Trustee
AMENDMENT TO
SPLIT-DOLLAR LIFE INSURANCE
AGREEMENT
This Amendment relates to that certain Split-Dollar Life Insurance Agreement
made as of the 13th day of June, 1980 between CITY NATIONAL BANK and THE
XXXXXXXXX 1980 INSURANCE TRUST (the "Agreement") and shall hereby amend
paragraph 7 thereof, to provide that the Agreement shall terminate on May 15,
1995.
Except as amended by the foregoing, the Agreement shall remain in full force
and effect and without any other change.
This Amendment is made and agreed to as of this 15th day of May, 1990.
THE XXXXXXXXX
1980 INSURANCE TRUST CITY NATIONAL BANK
/s/ Xxxxx Xxxxx Xxxxxxxxx /s/ Xxxxx X. Del Xxxxxxx
By --------------------------- By ---------------------------
XXXXX XXXXX XXXXXXXXX XXXXX P. DEL XXXXXXX
Trustee Its Executive Vice President
/s/ Xxxxxxx Xxxxx Xxxxxxxxx
By ---------------------------
XXXXXXX XXXXX XXXXXXXXX
Trustee
CITY NATIONAL BANK
/s/ Xxxx X. Xxxxxxxx
By ---------------------------
Trustee
THIRD AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENT
COLLATERAL ASSIGNMENT PLAN
This Third Amendment is made and entered into as of the 19th day of
December 1990, by and between THE XXXXXXXXX 1980 INSURANCE TRUST (the
"Trust") and CITY NATIONAL BANK, a national banking association ("CNB") with
reference to the following:
A. The Trust and CNB are parties to that certain SPLIT DOLLAR LIFE
INSURANCE COLLATERAL ASSIGNMENT PLAN dated as of June 13, 1980, as amended by
amendments dated as of May 15, 1985 and May 15, 1990 (collectively, the
"Agreement"), by which the Trust grants CNB certain rights with respect to a
personal life insurance policy insuring the life of Xx. Xxxx Xxxxxxxxx
("Employee") owned by the Trust.
B. The Trust and CNB wish to replace such insurance policy with
another insurance policy and to define their respective rights and
obligations with respect thereto, all as more particularly set forth below.
NOW, THEREFORE, CNB and the Trust hereby agree as follows:
1. The insurance policy subject to the Agreement, which is
presently held by CNB, will be surrendered to the insurer, and the cash
surrender value thereof will be applied to the premium for a new personal
policy of life insurance to be owned by the Trust on the joint lives of
Employee and Xxx. Xxxxxx Xxxxxxxxx (the "Insureds") in the face amount of
$5,521,946.00, to be issued by Transamerica Occidental Life Insurance Co.
(the "Joint Policy"). Any premium for the Joint Policy in excess of the cash
surrender value of the insurance policy so surrendered will be paid by the
Trust, provided, however, that if the Trust fails to pay any such premium for
any reason, CNB may do so in its sole discretion. The Joint Policy will be
delivered to CNB subject to a collateral assignment executed by the Trust and
held pursuant to the terms of the Agreement, except as amended hereby. The
Joint Policy or the collateral assignment executed by the Trust with respect
thereto will provide (i) that the insurer will provide CNB with not less than
sixty (60) days' prior written notice of its intent to cancel the Joint
Policy for any failure to make any premium payment and will allow CNB either
to make such premium payment and maintain the Joint Policy in force or to
surrender the Joint Policy in exchange for payment of the cash value thereof,
and (ii) upon the death of the second Insured or the simultaneous death of
both Insureds, or in the event of the surrender of the Joint Policy, the
death benefit or the cash value, as the case may be, will be paid by the
insurer directly to CNB in an amount equal to the cash value element, and
thereafter to the beneficiary or party otherwise entitled thereto.
2. Notwithstanding Article 6 of the Agreement, CNB will be
entitled to receive from the Joint Policy death benefits an amount equal to
the cash value element, as defined in Article 3 of the Agreement (as modified
hereinafter) only upon the death of the second Insured or the simultaneous
deaths of the Insureds. The cash value element of the Joint Policy will be
as defined in Article 3 of the Agreement, except that (i) in the event CNB
has paid any premium with respect to the Joint Policy in excess of the cash
surrender value of the original policy, the cash value element will be
increased by the amount of such premium, and (ii) in the event Employee
predeceases Xxx. Xxxxxx Xxxxxxxxx, the cash value element, determined as of
the date of Employee's death, will bear interest from the date of Employee's
death at CNB's Prime Rate plus one percent (1.0%) per annum. Interest on the
cash value element will be payable by the Trust to CNB on the first business
day of each calendar quarter.
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3. Notwithstanding Article 3 of the Agreement, in the event that
the Trust fails to make any premium or interest payment called for hereby,
CNB may, in its sole discretion, surrender the Joint Policy in exchange for
payment of the cash value thereof, and the Agreement, as amended hereby, will
thereupon terminate.
4. Except as otherwise set forth above, the Agreement, as amended
to date, remains in full force and effect according to its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment as of the day and year first set forth above.
CITY NATIONAL BANK, a national THE XXXXXXXXX 1980 INSURANCE TRUST
banking association
/s/ X.X. Xxxxx /s/ Xxxxx Xxxxx Xxxxxxxxx
By: ------------------------- By: -------------------------------
X. X. XXXXX XXXXX XXXXX XXXXXXXXX, Trustee
Its: President
/s/ Xxxxxxx Xxxxx Xxxxxxxxx
By: -------------------------------
XXXXXXX XXXXX XXXXXXXXX, Trustee
By: CITY NATIONAL BANK, a national
banking association, Trustee
/s/ Xxxx X. Xxxxxxxx
By: -------------------------------
XXXX X. XXXXXXXX
Its: Vice President &
Trust Officer
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FOURTH AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENT
COLLATERAL ASSIGNMENT PLAN
This Fourth Amendment is made and entered into as of the 31ST day of March,
1991, by and between The Xxxxxxxxx 1980 Insurance Trust (the "Trust") and
City National Bank, a national banking association ("CNB"), with reference to
the following:
A. The Trust and CNB are parties to that certain Split Dollar Life
Insurance Collateral Assignment Plan dated as of June 13, 1980, as amended to
date (the "Agreement"), by which the Trust grants CNB certain rights with
respect to a personal life insurance policy insuring the life of Xx. Xxxx
Xxxxxxxxx owned by the Trust.
B. Pursuant to the Third Amendment to the Agreement, dated as of December
19, 1990, the Trust and CNB agreed to replace the insurance policy then in
effect, issued by Connecticut General Life Insurance Company (the
"Connecticut General Policy"), with a policy insuring the joint lives of Xx.
Xxxx Xxxxxxxxx and Xxx. Xxxxxx Xxxxxxxxx (the "Insureds"), issued by
Transamerica Occidental Life Insurance Company (the "Joint Policy"), by
surrendering the Connecticut General Policy to the insurer and applying the
cash surrender value therefrom to the premium for the Joint Policy.
C. CNB paid premiums with respect to the Connecticut General Policy in
the aggregate amount of $600,841.80, and the cash surrender value of the
Connecticut General Policy was equal to $524,981.88.
D. CNB has paid premiums with respect to the Joint Policy to the date of
this Fourth Amendment in the total amount of $524,981.88.
E. The Trust and CNB wish to clarify the Third Amendment to ensure that,
upon the death of the second Insured or the simultaneous deaths of both
Insureds, CNB will recover premiums paid with respect to the Connecticut
General Policy which exceeded the cash surrender value thereof applied as the
premium payment with respect to the Joint Policy.
NOW, THEREFORE, CNB and the Trust hereby agree as follows:
1. The third sentence of Article 3 of the Agreement and the second
sentence of Paragraph 1 of the Third Amendment to the Agreement are hereby
removed, and the following is hereby substituted in the place thereof:
Except as modified by the second paragraph of Article 3 of the Agreement,
CNB has all incidents of ownership and privileges in the Joint Policy
with respect only to the cash value element of the Joint Policy, which is
defined as an amount equal to the premiums it has paid with respect to
the Joint Policy, increased by $75,859.92 (the difference between the
premiums paid with respect to the Connecticut General Policy and the cash
surrender value thereof, which was applied as the premium with respect to
the Joint Policy), excluding premiums for any extra benefit agreements or
riders issued under the Joint Policy, but reduced by any indebtedness
(along with unpaid interest) on the policy, or if greater, an amount
equal to the cash value of the Joint Policy (including dividend
additions) as of the date to which premiums have been paid by CNB, plus
any dividend credits outstanding, but reduced by any indebtedness (along
with any unpaid interest) on the Joint Policy. In the event Employee
predeceases Xxx. Xxxxxx Xxxxxxxxx, the cash value element, determined as
of the date of Employee's death, will bear interest from the date of
Employee's death to the
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date of death of Xxx. Xxxxxx Xxxxxxxxx at CNB's Prime Rate plus one
percent (1.0%) per annum.
2. Except as otherwise set forth above, the Agreement, as amended to
date, remains in full force and effect according to its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as
of the day and year first set forth above.
CITY NATIONAL BANK, a THE XXXXXXXXX 1980
national banking association INSURANCE TRUST
/s/ Xxxx X. Xxxxx /s/ Xxxxx Xxxxx Xxxxxxxxx
By: ------------------------------- By: -------------------------------
Its: President Xxxxx Xxxxx Xxxxxxxxx,
Trustee
/s/ Xxxxxxx Xxxxx Xxxxxxxxx
By: -------------------------------
Xxxxxxx Xxxxx Xxxxxxxxx,
Trustee
By: CITY NATIONAL BANK,
a national banking association,
Trustee
/s/ Xxxx X. Xxxxxxxx
By: -------------------------------
Xxxx X. Xxxxxxxx
Its: Vice President & Trust
Officer
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