EXHIBIT 10.3
SPLIT-DOLLAR AGREEMENT
DIRECTOR VERSION
This Agreement made this 3rd day of September, 1993 by and between Park National
Bank (hereafter the "Bank") and Xxxx Xxxxxxxxx (hereafter the "Director").
WITNESSETH:
WHEREAS, in consideration for the contemplated services of Director to the Bank,
the Bank desires to assist the Director in providing life insurance for the
benefit and protection of his family on a split-dollar basis; and,
WHEREAS, the Bank desires to continue to own the insurance policy(ies) provided
so the Bank will have security for the repayment of the amounts which it will
contribute toward payment of the premiums due on the policy(ies);
NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is
agreed between the parties hereto as follows:
I. DEFINITION OF "NET AMOUNT AT RISK": Net Amount at Risk as used
herein shall mean the difference between the death proceeds of
the insurance policy(ies) identified in Exhibit A (hereafter
the "Policy(ies)") and the cash accumulation account of the
Policy(ies), determined at date of death.
II. POLICY TITLE AND OWNERSHIP: The Bank shall be the owner of the
Policy(ies) on the Director's life and may exercise all rights
of ownership with respect to the Policy(ies).
III. BENEFICIARY DESIGNATION RIGHTS: The Director shall have the
right to designate in Exhibit A the beneficiary(ies) to
receive his (or her) share of the proceeds payable on his (or
her) death and to elect and change a payment option for such
beneficiary(ies) but subject to any right or interest the Bank
may have in such proceeds as provided herein.
IV. PREMIUM PAYMENT METHOD: The Bank agrees to remit to the
Insurer(s) the entire premium amount when due.
V. THE AMOUNT OF DIRECTOR INSURANCE AND THE DIVISION OF DEATH
PROCEEDS OF THE POLICY(IES):
A. The amount of the Director death benefit will be
$100,000.
B. The Director's beneficiary(ies), designated in
accordance with Paragraph III (above), shall, at the
death of the Director, be entitled to the amount
identified in paragraph V.A.(above), if different
than the amount in Exhibit A.
Payment of insurance amounts shall be subject to the
following conditions:
l. Director is fully vested after 3 years of
service.
2. After retirement, resignation or for other
reasons not re-elected to serve, Director
has not been employed by or in any financial
services firm offering like or similar
products as Bank, except with written
approval of Bank.
3. The Board determines that a Director has not
violated a standard of conduct as outlined
in the indemnification provisions of the
Articles of Incorporation.
4. The Board of Directors may waive any of the
above retirement/termination conditions.
C. The Bank shall be entitled to the remainder of the
death proceeds less any loans on the Policy(ies) and
unpaid interest or cash withdrawals previously
incurred by the Bank.
D. Notwithstanding any provision hereof to the contrary,
the Director shall have the right to absolutely and
irrevocably assign by gift all of his (or her) right,
title and interest in and to this Agreement and to
the Policy(ies) to an assignee. This right shall be
exercisable by the execution and delivery to the Bank
of a written assignment, in substantially the form
attached hereto as Exhibit B, which by this reference
is made a part hereof. Upon receipt of such written
assignment executed by the Director and duly accepted
by the Assignee thereof, the Bank shall consent
thereto in writing, and shall thereafter treat the
Director's assignee as the sole owner of all of the
Director's right, title and interest in and to this
Agreement and in and to the
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Policy(ies). Thereafter, the Director shall have no
right, title or interest in and to this Agreement or
the Policy(ies), all such rights being vested in and
exercisable only by such assignee.
VI. DISTRIBUTION OF THE POLICY CASH SURRENDER VALUE: The Bank
shall be entitled to the Policy(ies)' net cash surrender
value, as defined in the Policy(ies), should a surrender
occur.
VII. TERMINATION OF AGREEMENT: This agreement shall terminate if
the Director fails to meet any benefit condition in
V.B.(above).
VIII. AGREEMENT BINDING UPON PARTIES: This Agreement shall bind the
Director and the Bank, their heirs, successors, personal
representatives and assigns.
IX. NAMED FIDUCIARY AND PLAN ADMINISTRATOR: C. Xxxxxx XxXxxxxx or
Xxxxx X. Xxxxxx is hereby designated the "Named Fiduciary"
until resignation or removal by the Board of Directors of the
Bank. The Named Fiduciary, shall be responsible for the
management, control and administration of the Split Dollar
Plan as established herein. The Named Fiduciary may allocate
to others certain aspects of the management and operation
responsibilities of the plan including the employment of
advisors and the delegation of any ministerial duties to
qualified individuals.
X. FUNDING POLICY: The funding policy for this Plan shall be to
maintain the Policy(ies) in force by paying all premiums
required, when due.
XI. AMENDMENT: This Split Dollar Plan may be amended at any time
and from time to time by a written instrument executed by the
Director and the Bank.
XII. BASIS OF PREMIUM PAYMENTS AND BENEFITS: Payments to and from
the Plan established herein shall be in accordance with the
provisions of paragraphs I through VI, inclusive.
XIII. CLAIMS PROCEDURE: Claim forms or claim information as to the
subject Policy(ies) can be obtained by contacting:
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Xxx XxXxx
Xxxxxx & Xxxxxxx, Inc.
00 X. Xxxx Xxxxxx
Xxxxxxxx, XX 00000
When the Named Fiduciary has a claim which may be covered
under the provisions described in an insurance Policy, he (or
she) should contact the office or the person named above who
will either complete a claim form and forward it to an
authorized representative of the Insurer(s) or advise the
Named Fiduciary what further requirements are necessary. The
Insurer(s) will evaluate the claim and make a decision as to
payment within 90 days of the date the claim is received by
the Insurer(s). If the claim is payable, a benefit check will
be issued to the Named Fiduciary and forwarded through the
office or person named above.
In the event that a claim is not eligible under a Policy(ies),
the Insurer(s) will notify the Named Fiduciary of the denial.
Such notification will be made in writing within 90 days of
the date the claim is received and will be transmitted through
the office or person named above. The notification will
include the specific reasons for the denial as well as
specific reference to the policy provisions upon which the
denial is based. The Named Fiduciary will also be informed as
to the steps which may be taken to have the claim denial
reviewed.
A decision as to the validity of a claim will ordinarily be
made within 10 working days of the date the claim is received
by the Insurer(s). Occasionally, however, certain questions
may prevent the Insurer(s) from rendering a decision on the
validity of the claim within the specific 90-day period. If
this occurs, the Named Fiduciary will be notified of the
reasons for the delay as well as the anticipated length of the
delay, in writing and through the office or person named
above. If further information or other material is required,
the Named Fiduciary will be so informed.
If the Named Fiduciary is dissatisfied with the denial of the
claim or the amount paid, he or she has 60 days from the date
he (or she) receives notice of a claim denial to file his (or
her) objections to the action taken by the Insurer(s). If the
Named Fiduciary wishes to contest a claim denial, he (or she)
should notify the person or office named above who will
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assist in making inquiry to the Insurer(s). All objections to
the Insurer(s)'s actions should be in writing and submitted to
the person or office named above for transmittal to the
Insurer(s).
The Insurer(s) will review the claim denial and render a
decision on such objections. The Named Fiduciary will be
informed in writing of the decision of the Insurer(s) within
60 days of the date the claim request is received by the
Insurer(s). This decision will be final. Once a decision has
been rendered as to the distribution of Policy(ies) proceeds
under the claim procedure described above, claims for any
benefits due under the Plan or the surrender of a Policy(ies)
may be made in writing by the Bank or the Bank's designated
representative and Director or his designated
beneficiary(ies), as the case may be, to the Named Fiduciary.
In the event a claim for benefits is wholly or partly denied
or disputed, the Named Fiduciary shall, within a reasonable
period of time after receipt of the claim, notify the Bank or
the Bank's designated representative and Insured or his (or
her) designated beneficiary(ies), as the case may be, of such
total or partial denial or dispute listing:
A. The specific reason or reasons for the denial or
dispute;
B. Specific reference to pertinent plan provisions upon
which the denial or dispute is based;
C. A description of any additional information necessary
for the claimant to perfect the claim and an
explanation of why such material or information is
necessary; and,
D. An explanation of the Plan's review procedure. Within
60 days of denial or notice of claim under the Plan,
a claimant may request that the claim be reviewed by
the Named Fiduciary in a full and fair hearing. A
final decision shall be rendered by the Named
Fiduciary within 60 days after receipt of request for
review.
XIV. SEVERABILITY AND INTERPRETATION: If a provision of this
Agreement is held to be invalid or unenforceable, the
remaining provisions shall nonetheless be enforceable
according to their terms. Further, in the event that any
provision is held to be over broad as written, such provision
shall be deemed amended to
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narrow its application to the extent necessary to make the
provision enforceable according to law and enforced as
amended.
XV. INSURANCE COMPANY(IES) NOT A PARTY TO AGREEMENT: The
Insurer(s) shall not be deemed a party to this Agreement but
will respect the rights of the parties as herein developed
upon receiving an executed copy of this Agreement. Payment or
other performance of its contractual obligations in accordance
with Policy provisions shall fully discharge the Insurer(S)
for any and all liability.
Executed at Hebron, Ohio, on this 3 day of Sept. 1993.
/s/ Xxxx X. Xxxxxxx By: /s/ Xxx Xxxxxxxxx
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Witness Director - Signature
Xxxx Xxxxxxxxx
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Director - please print
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Bowers_ Sr. Vice
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Witness Pres.
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Title
Park National BanK
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Bank
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EXHIBIT A
BENEFICIARY DESIGNATION
PART I -- LIFE INSURANCE POLICY(IES)
DIRECTOR: Xxxx Xxxxxxxxx
Insurer: xxxxxxxxxx Issue Date: xxxxxxxxxx
Policy Number: xxxxxxxxxx
Director's Split Dollar Amount: $100,000.00
Part II -- DIRECTOR'S BENEFICIARY
Primary Beneficiary, Relationship: xxxxxxxxxx
Contingent Beneficiary(s), Relationship: xxxxxxxxxx
The Exhibit A is that one referred to in the Split Dollar Agreement dated July 1
, 1993 entered into by Park National Bank and Xxxx Xxxxxxxxx .
Dated: 9/3/93
Witnesses: /s/ Xxxx X. Xxxxxxx /s/ Xxx Xxxxxxxxx
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Director Signature
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EXHIBIT B
IRREVOCABLE ASSIGNMENT OF SPLIT-DOLLAR AGREEMENT
THIS ASSIGNMENT, dated this _______ day of __________, 19__,
WITNESSETH THAT:
WHEREAS, the undersigned (the "Assignor") is the Director party to that
certain Split-Dollar Agreement (the "Agreement"), dated as of ____________, by
and between the undersigned and __________________________ (the "Bank"), which
Agreement confers upon the undersigned certain rights and benefits with regard
to one or more policies of insurance insuring the Assignor's life; and
WHEREAS, pursuant to the provisions of said Agreement, the Assignor
retained the right, exercisable by the execution and delivery to the Bank of a
written form of assignment, to absolutely and irrevocably assign all of the
Assignor's right, title and interest in and to said Agreement to an Assignee;
and
WHEREAS, the Assignor desires to exercise said right;
NOW, THEREFORE, the Assignor, without consideration, and intending to
make a gift, hereby absolutely and irrevocably assigns, gives, grants, and
transfers to _________________________________________________________ (the
"Assignee") all of the Assignor's right, title and interest in and to the
Agreement and said policies of insurance, intending that, from and after this
date, the Agreement be solely between the Corporation and the Assignee and that
hereafter the Assignor shall neither have nor retain any right, title or
interest therein.
Assignor: _____________________________________________________________
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ACCEPTANCE OF ASSIGNMENT
The undersigned Assignee hereby accepts the above assignment of all
right, title and interest of the Assignor therein in and to the Agreement, by
and between such Assignor and the Bank, and the undersigned hereby agrees to be
bound by all of the terms and conditions of said Agreement, as if the original
Director party thereto.
_______________________________________
Assignee
Dated:__________________
CONSENT TO ASSIGNMENT
The undersigned Bank hereby consents to the foregoing assignment of all
of the right, title and interest of the Assignor in and to the Agreement, by and
between the Assignor and the Bank, to the Assignee designated therein. The
undersigned Bank hereby agrees that, from and after the date hereof, the
undersigned Bank shall look solely to such Assignee for the performance of all
obligations under said Agreement which were heretofore the responsibility of the
Assignor, shall allow all rights and benefits provided therein to the Assignor
to be exercised only by said Assignee, and shall hereafter treat said Assignee
in all respects as if the original Director party thereto.
_______________________________________
BANK
By: ___________________________________
Dated: ________________________________
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SCHEDULE A TO EXHIBIT 10.3
The following directors of Park National Corporation ("Park") entered
into Split-Dollar Agreements with the subsidiaries of Park identified below
which are identical to the Split-Dollar Agreement, dated September 3, 1993,
between Xxxx Xxxxxxxxx and The Park National Bank ("Park National Bank") filed
as Exhibit 10.3 to Park's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 (File No. 1-13006):
Subsidiary of Park which is a Party to Date of Split-Dollar
Name of Director Split-Dollar Agreement Agreement
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Xxxxxxx Xxxxxxxx The First-Xxxx National Bank of Mount May 22, 1998
Xxxxxx ("First-Xxxx National Bank")
Xxxxx X. Xxxxxxx First-Xxxx National Bank May 22, 1998
R. Xxxxxxx Xxxxx Century National Bank (formerly Mutual October 4, 1993
Federal Savings Bank)
Xxxxxx X. XxXxxxx Park National Bank September 7, 2003
Xxxx X. X'Xxxxx Park National Bank September 2, 1993
J. Xxxxxxx Xxxxx Park National Bank September 8, 1993
Xxxx X. Xxxxxx The Richland Trust Company September 29, 1993
