EXHIBIT 10(K)
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
THIS AGREEMENT, effective as of the 21st day of June, 1999, by and
between SOUTHTRUST CORPORATION, a Delaware corporation (hereinafter referred to
as the "Corporation"); and SOUTHTRUST BANK OF ALABAMA, NA, as Trustee of XXX XXX
TRUST dated the 21st day of June, 1999 (hereinafter referred to as the "Policy
Owner").
WITNESSETH:
WHEREAS, Xxxxxx X. Xxxxxx (hereinafter referred to as the "Employee")
is employed by the Corporation; and
WHEREAS, the Employee is a participant under that certain Amended and
Restated SouthTrust Corporation Deferred Compensation Plan effective the 15th
day of July, 1992, between the Corporation and the Directors and Senior Officers
of the Corporation (hereinafter referred to as the "Plan"); and
WHEREAS, the Employee has elected to have all or a part of his Account
under the Plan invested in a policy of life insurance payable on the death of
the last to die of the Employee and his wife, Xxxxx X. Xxxxxx (hereinafter
collectively referred to as the "Insureds"); and
WHEREAS, the Corporation wishes to fulfill its obligation under the
Plan to participate in the purchase of life insurance protection payable on the
death of the last to die of the Insureds; and
WHEREAS, the parties desire to have a separate agreement outlining
their rights and obligations with respect to such insurance.
NOW, THEREFORE, in consideration of the mutual promises and obligations
set forth hereinafter, the parties agree as follows:
ARTICLE I.
Policy Owner is the owner of the life insurance policy or policies on
the joint lives of the Insureds as listed by policy number on Exhibit A,
attached hereto (hereinafter referred to as the "Policy"). The Policy is the
exclusive property of the Policy Owner, who, subject to the terms of this
Agreement, may exercise all rights of ownership with respect thereto.
ARTICLE II.
The Corporation shall pay up to seven (7) annual premiums of
$172,482.00 per year towards the purchase of the Policy so long as one of the
Insureds is living. This payment shall be made on or before the date the premium
is due or within the grace period allowed by the Policy for the payment of
premiums and, if requested, the Corporation shall give proof of timely payment
of each premium to the Policy Owner. Thereafter, the Corporation shall not be
responsible for any additional premium payments due under the Policy.
Beginning with the eighth (8th) annual premium, any premium due under
the Policy shall be paid applying dividends received from the Policy. If the
dividends received from the Policy are not sufficient in any year to pay the
annual premium due under the Policy beginning with the eighth (8th) annual
premium, proceeds from the surrender of paid-up additional insurance
-2-
issued under the Policy may be applied to the premium payment. The Policy Owner
is not required under this Agreement to pay any premiums towards the purchase
of the Policy but may, in its discretion, pay as a premium payment on the Policy
any amount at any time which the Policy Owner desires.
ARTICLE III.
The Policy Owner shall collaterally assign the Policy to the
Corporation pursuant to the terms of this Agreement as security for the
repayment by the Policy Owner of certain amounts paid by the Corporation for the
premiums on the Policy as provided in Article II of this Agreement. The security
interest of the Corporation shall be limited to an amount equal to the cash
surrender value of the Policy, as reduced by any Policy loans.
ARTICLE IV.
So long as the Corporation is responsible under this Agreement for
premium payments due under the Policy, dividends issued on the Policy shall be
used to purchase paid-up additional insurance on the lives of the Insureds. At
such time as the Corporation is no longer responsible under this Agreement for
premium payments due under the Policy, dividends issued on the Policy and
remaining after the payment of the premium due on the Policy shall be used to
purchase paid-up additional insurance on the lives of the Insureds. The Policy
Owner shall have no interest in the paid-up additional insurance purchased with
dividends except to the extent the death benefit or the cash value thereof
exceeds the amount due to the Corporation under this Agreement.
-3-
ARTICLE V.
Should either of the parties to this Agreement deem it desirable,
application may be made for supplemental agreements or riders to be attached to
the Policy. All ownership rights with respect to any such agreements or riders
shall be held by the party making application therefore. Any additional premiums
shall be allocated to and paid by the owner of the agreement or rider. The
proceeds from such agreements or riders shall be payable to the owner thereof.
ARTICLE VI.
The Policy Owner shall not exercise its right to surrender the Policy
or its right to obtain one or more Policy loans based on the Policy's loan value
without the written consent of the Corporation. Except as otherwise provided
herein, the Policy Owner retains all other rights in the Policy not specifically
assigned to the Corporation including, but not limited to, the following rights:
A. The right to change the beneficiary of the Policy.
B. The right to select optional methods of settlement with regard
to the Part B death benefit provided for in Article VIII.
C. The right to assign the rights of the Policy Owner in the
Policy.
D. All other rights contained in the Policy.
ARTICLE VII.
In the event of surrender of the Policy during the term of this
Agreement, the Corporation shall receive the Policy's cash surrender value as
defined in the Policy and shall retain
-4-
the aggregate unreimbursed amounts paid by the Corporation for premiums on the
Policy. Any balance of any cash surrender value received by the Corporation
shall be paid to the Policy Owner. The insurance company shall have no
responsibility to ascertain the amount due, if any, to the Corporation and the
Policy Owner under this Agreement and shall be discharged from all liability in
making payment to the Corporation of the Policy proceeds. The insurance company
shall have no responsibility to see to the disposition or application of any
amount paid by it to the Corporation. In the event that the cash surrender value
has been reduced due to loans then outstanding pursuant to the Policy Owner's
loan rights in the Policy, then the Policy Owner shall pay to the Corporation
such additional amounts as are necessary to return to the Corporation the entire
amount due it under this Agreement. The Policy Owner may not surrender the
Policy without the written consent of the Corporation.
ARTICLE VIII.
In the event of the death of the last to die of the Insureds while the
Policy and this Agreement are in force, the proceeds of the Policy shall be
divided into two parts and paid by the insurance company as follows:
Part A -- An amount shall be paid to the Corporation which shall be the
aggregate unreimbursed amounts paid by the Corporation for the premiums on the
Policy, less the amounts, if any, that have been received by the Corporation as
a beneficiary under the Policy.
Part B -- The balance of the proceeds shall be paid to the remaining
beneficiary or beneficiaries designated to receive such balance in accordance
with the terms of the Policy.
-5-
Within sixty days after the death of the Insureds, the Corporation
shall provide the insurance company with a written statement indicating the
amount of the Part A proceeds which it is entitled to receive under this Article
VIII, and, if requested by the insurance company, a written release of all its
interest with respect to the proceeds in excess of such amount. The Corporation
shall pay to the beneficiary or beneficiaries of the Part B Proceeds any
proceeds received by the Corporation in excess of the amount due it.
ARTICLE IX.
A. This Agreement shall be terminated upon the occurrence of any
of the following events:
(1) Upon the sixteenth anniversary of the issuance of the
Policy; or
(2) Upon mutual agreement of the Corporation and the
Policy Owner.
B. If this Agreement is terminated pursuant to A above, the
Policy Owner shall within thirty (30) days from the effective date of such
termination remit to the Corporation the aggregate unreimbursed amounts paid by
the Corporation for the premiums on the Policy, less any amounts received in
respect of the Policy by the Corporation from the insurance company. Upon
receipt of this amount, the Corporation shall release its rights under this
Agreement.
-6-
ARTICLE X.
For purposes of meeting the requirements of the Employee Retirement
Income Security Act of 1974 (hereinafter called "ERISA"), the Corporation is
hereby designated as the "Named Fiduciary" under this Agreement. The Named
Fiduciary shall have authority to control and manage the operation and
administration of this Agreement in compliance with ERISA, and it shall be
responsible for establishing and carrying out a funding policy method consistent
with the requirements of ERISA and the objectives of this Agreement.
ARTICLE XI.
The Corporation shall make all determinations concerning rights granted
under ERISA to benefits under this Agreement. Any decision by the Corporation
denying a claim by a claimant for benefits under this Agreement shall be stated
in writing and delivered or mailed to the claimant. Such decision shall set
forth specific reasons for denial, written to the best of the Corporation's
ability in a manner that may be understood without legal or actuarial counsel.
In addition, the Corporation shall afford a reasonable opportunity to the
claimant for a full and fair review of the decision denying such claim.
ARTICLE XII.
The parties agree to execute any documents necessary or proper to carry
out the purpose and intent of this Agreement.
-7-
ARTICLE XIII.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their heirs, legal representatives, successors, and assigns.
ARTICLE XIV.
This Agreement embodies all agreements made with respect to the Policy,
and no change, alteration, or modification may be made except in writing by all
parties hereto.
ARTICLE XV.
This Agreement shall be governed by the laws of the State of Alabama.
ARTICLE XVI.
The parties agree that this is a private Agreement to which the
insurance company issuing the Policy is not a party and for which it can assume
no responsibility, and therefore, a copy need not be filed with the insurance
company.
-8-
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
effective as of the 21st day of June, 1999.
SOUTHTRUST CORPORATION,
a Delaware corporation
By: /s/Xxxxxxx Xxxxxxxxx, Jr.
--------------------------------------
Its Sr. Vice President
(CORPORATION)
ATTEST:
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx
Its Secretary
XXX XXX TRUST dated June 21, 1999
By: SOUTHTRUST BANK OF ALABAMA, N.A.
Its Trustee
By: /s/Xxxxxxx X. Xxxx
--------------------------------------
Its Sr. Vice President
(POLICY OWNER)
-9-
