CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT ("Agreement"), by and between SYNOVUS FINANCIAL CORP., a
Georgia corporation (the "Company") and __________________________ (the
"Employee") is entered into as of the 1st day of January, 1996 (the "Effective
Date");
WHEREAS, the Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company;
WHEREAS, the Board believes it is imperative to diminish the inevitable
distraction of the Employee by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the
Employee's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control, and to provide the
Employee with appropriate compensation and benefits arrangements upon a Change
of Control which are competitive with those of other corporations; and
WHEREAS, in order to accomplish these objectives, the Board has caused
the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions. (a) The "Change of Control Date" shall mean the
first date during the Change of Control Period (as defined in Section 1(b)) on
which a Change of Control (as defined in Section 2) occurs. Anything in this
Agreement to the contrary notwithstanding, if a Change of Control occurs and if
the Employee's employment with the Company is terminated prior to the date on
which the Change of Control occurs, and if it is reasonably demonstrated by
Employee that such termination of employment (i) was at the request of a third
party who has taken steps reasonably calculated to effect a Change of Control or
(ii) otherwise arose in connection with or in anticipation of a Change of
Control, then for all purposes of this Agreement the "Change of Control Date"
shall mean the date immediately prior to the date of such termination of
employment.
(b) The "Change of Control Period" shall mean the period
commencing on the Effective Date and ending on the day after the date of
Employee's termination of employment from the Company or, if earlier, the date
which is 396 days after the Change of Control Date.
(c) "Cause" shall mean:
(1) the willful and continued failure of the
Employee to perform substantially the Employee's duties with the Company or one
of its affiliates after a written demand for substantial performance is
delivered to the Employee by the Executive Committee of the Board or the Chief
Executive Officer of the Company which specifically identifies the manner in
which the Executive Committee of the Board or Chief Executive Officer believes
that the Employee has
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not substantially performed the Employee's duties, after which Employee shall
have a reasonable amount of time to remedy such failure to substantially perform
his or her duties; or
(2) the willful engaging by the Employee in
illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Company.
For purposes of this provision, no act, or failure to act, on
the part of the Employee shall be considered "willful" unless it is done, or
omitted to be done, by the Employee in bad faith or without reasonable belief
that the Employee's action or omission was in the best interests of the Company.
Any act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board, or the Executive Committee of the Board, or upon the
instructions of the Chief Executive Officer, or an Executive Vice President (or
higher ranking officer), of the Company, or based upon the advice of counsel for
the Company, shall be conclusively presumed to be done, or omitted to be done,
by the Employee in good faith and in the best interests of the Company. The
cessation of employment of the Employee shall not be deemed to be for Cause
unless and until there shall have been delivered to the Employee a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the Executive Committee of the Board at a
meeting of the Executive Committee of the Board called and held for such purpose
(after reasonable notice is provided to the Employee and the Employee is given
an opportunity, together with counsel, to be heard before the Executive
Committee of the Board), finding that, in the good faith opinion of the
Executive Committee of the Board, the Employee is guilty of the conduct
described in subparagraph (1) or (2) above, and specifying the particulars
thereof in detail.
(d) "Good Reason" shall mean:
(1) the assignment to the Employee of any duties
inconsistent in any respect with the Employee's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities as in effect on either the Change of Control Date or the date
which is 120 days prior to the Change of Control Date (if such earlier date is
selected by Employee) or any other action by the Company which results in a
diminution in such position, authority, duties or responsibilities, excluding
for this purpose an isolated, insubstantial and inadvertent action not taken in
bad faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Employee;
(2) the Company's requiring the Employee to be
based at any office or location more than 35 miles from the location where
Employee was employed on the Change of Control Date or the date which is 120
days prior to the Change of Control Date (if such earlier date is selected by
Employee);
(3) a reduction in Employee's annual base
salary, maximum annual bonus opportunity (including, without limitation, the use
of bonus goals that are not reasonable and consistent with the bonus goals
established for the preceding year), or participation in employee benefit plans,
as such salary, bonus and plans were in effect on either the Change of Control
Date or the date which is 120 days prior to the Change of Control Date (if such
earlier date is selected by Employee) provided, however, that a reduction in the
level of retirement or welfare benefits shall not be considered "Good Reason" so
long as Employee is participating in retirement and welfare
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plans that are substantially equivalent to those provided to peer employees of
Company and its affiliated companies; or
(4) any failure by the Company to comply with
and satisfy Section 8(c) of this Agreement.
For purposes of this Section 1(d), any good faith
determination of "Good Reason" made by the Employee shall be conclusive.
(e) "Disability" shall be defined the same as such term is
defined in either, at the selection of the Employee, (a) the group long-term
disability insurance plan sponsored or maintained by Company on the Change of
Control Date in which Employee participates or (b) any individual long-term
disability insurance arrangement in effect on the Change of Control Date, the
premiums of which are paid by Company for the benefit of Employee.
2. Change of Control. For the purposes of this Agreement, a
"Change of Control" shall mean:
(a) the acquisition by any "person" ("Person"), as such term
is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than the Company or a subsidiary or any
Company employee benefit plan (including its trustee) or an "Exempt Person" as
defined below), of "beneficial ownership" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
20% or more of the total number of shares of the Company's then outstanding
securities;
(b) individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least
two-thirds (2/3) of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least
two-thirds (2/3) of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board;
(c) consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets or stock
of the Company (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the total number of
shares of the Company's outstanding securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than
two-thirds (2/3) of, respectively, the total number of shares of the then
outstanding securities of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination, of the total number of shares of the Company's outstanding
securities, (ii) no Person (excluding any corporation resulting from such
Business Combination, or any
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employee benefit plan (including its trustee) of the Company or such corporation
resulting from such Business Combination, or an "Exempt Person" as defined
below) beneficially owns, directly or indirectly, 20% or more of, respectively,
the total number of shares of the then outstanding securities of the corporation
resulting from such Business Combination except to the extent that such
ownership existed prior to the Business Combination and (iii) at least
two-thirds (2/3) of the members of the board of directors of the Corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(d) the occurrence of a "Triggering Event" as such term is
defined in the Rights Agreement dated April 20, 1989, by and between the Company
and Trust Company Bank ("Rights Agreement"), the provisions of which, as such
provisions and Rights Agreement may be amended from time to time, are
incorporated herein by this reference, but only so long as the Rights Agreement
is in effect.
For purposes of this Section 2, an "Exempt Person" shall mean (1) any
shareholder who (i) is a descendent of X. Xxxxxx Xxxxxx (the "Xxxxxx Family"),
(ii) any shareholder who is affiliated or associated, as defined in the Rights
Agreement, with the Xxxxxx Family, or (iii) any person who would otherwise
become a "beneficial owner" of 20% of the total number of shares of the
Company's then outstanding securities as a result of the receipt of the
Company's securities or a beneficial interest in the Company's securities from
one or more members of the Xxxxxx Family by way of gift, devise, descent or
distribution (but not by way of sale) unless any such person, together with his
or her affiliates and associates, becomes the "beneficial owner" of more than
30% of the total number of shares of the Company's then outstanding securities;
and (2) any person who is not otherwise an Exempt Person and who as of April 20,
1989 was the beneficial owner of 10% or more of the total number of shares of
the Company's then outstanding securities unless and until such person shall
become the beneficial owner of any additional outstanding Company securities.
For purposes of this Section 2, a "Change of Control" shall not result from any
transaction precipitated by the Company's insolvency, appointment of a
conservator, or determination by a regulatory agency that the Company is
insolvent, nor from any transaction initiated by the Company in regard to
converting from a publicly traded company to a privately held company.
3. Obligations of Company Upon Termination. In the event Employee's
employment by Company (a) is terminated before the one-year anniversary date of
the Change of Control Date either (i) by the Company for any reason other than
Cause or Employee's death or Disability or (ii) by Employee for Good Reason; or
(b) is terminated on, or within the 30-day period following, the one-year
anniversary date of the Change of Control Date by Employee for any reason or no
reason, or by the Company for any reason other than Cause or Employee's death or
Disability, then
(a) The Company shall pay to Employee in a lump sum in cash
within 30 days after the date of termination the aggregate of the following
amounts:
(1) three times the sum of: (a) Employee's
annual base salary as in effect immediately prior to Employee's termination;
plus (b) the product of (i) Employee's annual base salary as in effect
immediately prior to Employee's termination of employment multiplied by (ii) a
percentage equal to the average percentage of Employee's annual bonus earned
with respect to the
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three calendar years ended prior to Employee's termination, measured as a
percentage of Employee's annual base salary for the year the bonus was earned;
(2) the product of (a) a fraction, the numerator
of which is the greater of (i) six, or (ii) number of full months Employee
worked in the calendar year of Employee's termination (e.g., an October 1
termination date results in a numerator of 9) and the denominator of which is
12; multiplied by (b) the maximum annual bonus for which Employee was eligible
immediately prior to Employee's termination; and
(3) the product of (a) Employee's long-term
market grant (equal to Employee's annual base salary as in effect immediately
prior to Employee's termination multiplied by the market multiple for long-term
incentive grants for Employee's position on the Change of Control Date as set
forth in the market survey being used by Company in making long-term incentive
grants); multiplied by (b) either (i) 150%, if Employee has received a long-term
incentive award in the calendar year of Employee's termination of employment, or
(ii) 250%, if Employee has not received a long-term incentive award in the
calendar year of Employee's termination.
For purposes of this Agreement, "annual base salary" means Employee's annual
rate of pay excluding all other elements of compensation such as, without
limitation, bonuses, perquisites, restricted stock awards, stock options, and
retirement and welfare benefits.
(b) For three years after Employee's termination of
employment, the Company shall continue to provide medical and welfare benefits
(including, without limitation, medical, prescription, dental, disability (both
individual and group arrangements), life (both individual and group
arrangements), and accidental death and dismemberment plans and programs) to
Employee and Employee's dependents at the level of coverage elected by Employee
during the open enrollment period immediately preceding Employee's termination
of employment date under benefit plans that are generally equivalent to those
provided generally at any time after the Effective Date to other peer employees
of the Company and its affiliated companies (excluding individual disability and
individual life insurance arrangements, which must continue to be provided
regardless of whether provided to peer employees); provided, however, that if
Employee becomes reemployed with another employer (specifically excluding
self-employment) and is eligible to receive medical or other welfare benefits
under another employer provided plan, Company shall terminate all medical and
other welfare benefits being provided hereunder; and provided further, however,
that, at the election of Employee, or at the election of Company if Employee is
not eligible to participate under the terms of such medical and welfare benefit
plans (including COBRA continuation coverage for which Executive is eligible),
Company shall pay Employee an agreed upon lump sum amount in cash in lieu of the
benefits described in this Section 3(b), not to exceed 25% of the lump sum
amount payable to Employee pursuant to Section 3(a) of this Agreement.
(c) The Company shall not be obligated under this Agreement to
provide outplacement assistance or any other benefits and perquisites not
covered above, such as a Company-provided automobile, country club and dining
club dues, health club dues, retirement benefits, etc.
4. Non-exclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Employee's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its affiliated
companies and for which the Employee may qualify, nor,
5
subject to Section 9(f), shall anything herein limit or otherwise affect such
rights as the Employee may have under any contract or agreement with the Company
or any of its affiliated companies. Amounts which are vested benefits or which
the Employee is otherwise entitled to receive under any plan, policy, practice
or program of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the date of termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.
5. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Employee or others. In no event shall the Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Employee under any of the provisions of this Agreement and, except as
otherwise provided in this Agreement, such amounts shall not be reduced whether
or not the Employee obtains other employment. The Company agrees to pay as
incurred, to the full extent permitted by law, all legal fees and expenses which
the Employee may reasonably incur as a result of any contest (regardless of the
outcome thereof) by the Company, the Employee or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Employee about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code").
6. Certain Additional Payments by the Company. (a) Anything in this
Agreement to the contrary notwithstanding and except as set forth below, in the
event it shall be determined that any payment or distribution by the Company to
or for the benefit of the Employee (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this Section
(6) (a "Payment")) would be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties are incurred by the Employee with respect
to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Employee shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Employee of all taxes on
the Gross-Up Payment including, without limitation, any income taxes, employment
taxes, excise taxes, and interest and penalties imposed upon the Gross-Up
Payment, the Employee retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 6(c), all
determinations required to be made under this Section 6, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by KPMG Peat Marwick or such other nationally recognized certified public
accounting firm as may be designated by the Employee (the "Accounting Firm")
which shall provide detailed supporting calculations both to the Company and the
Employee within 15 business days of the receipt of notice from the Employee that
there has been a Payment, or such earlier time as is requested by the Company.
In the event that the Accounting Firm is serving as accountant or auditor for
the individual, entity or group effecting the Change of Control, the Employee
may appoint another nationally recognized certified public accounting firm to
make the determinations
6
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to
this Section 6, shall be paid by the Company to the Employee within five days of
the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Company and the Employee. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made ("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
Section 6(c) and the Employee thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Employee.
(c) The Employee shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given
as soon as practicable but no later than 10 business days after the Employee is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The
Employee shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due). If the Company notifies the Employee in writing prior to the expiration
of such period that it desires to contest such claim, the Employee shall:
(1) give the Company any information reasonably
requested by the Company relating to such claim,
(2) take such action in connection with
contesting such claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by the Company,
(3) cooperate with the Company in good faith in
order effectively to contest such claim, and
(4) permit the Company to participate in any
proceedings relating to such claim; provided, however, that the Company shall
bear and pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall indemnify and hold
the Employee harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 6(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Employee
7
to pay the tax claimed and xxx for a refund or contest the claim in any
permissible manner, and the Employee agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Employee to pay
such claim and xxx for a refund, the Company shall advance the amount of such
payment to the Employee, on an interest-free basis and shall indemnify and hold
the Employee harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Employee with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Employee shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.
(d) If, after the receipt by the Employee of an amount
advanced by the Company pursuant to Section 6(c), the Employee becomes entitled
to receive any refund with respect to such claim, the Employee shall (subject to
the Company's complying with the requirements of Section 6(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Employee of an amount advanced by the Company pursuant to Section 6(c), a
determination is made that the Employee shall not be entitled to any refund with
respect to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial of refund prior to the expiration of 30 days
after such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.
7. Confidential Information. The Employee shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Employee
during the Employee's employment by the Company or any of its affiliated
companies and which shall not be or become public knowledge (other than by acts
by the Employee or representatives of the Employee in violation of this
Agreement). After termination of the Employee's employment with the Company, the
Employee shall not, without the prior written consent of the Company or as may
otherwise be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those
designated by it.
8. Successors. (a) This Agreement is personal to the Employee
and without the prior written consent of the Company shall not be assignable by
the Employee otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Employee's legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.
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(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
9. Miscellaneous. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia, without reference
to principles of conflict of laws. The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect. This Agreement may
not be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid
If to the Employee:
To the Employee's most recent home address as filed
with the Company
If to the Company:
Synovus Financial Corp.
P. O. Xxx 000
Xxxxxxxx, XX 00000
Attention: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) The Company may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.
(e) The Employee's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Employee or the Company may have hereunder, including, without
limitation, the right of the Employee to terminate employment for Good Reason
pursuant to Section 3 of this Agreement, shall not be deemed to be a waiver of
such provision or right or any other provision or right of this Agreement.
(f) The Employee and the Company acknowledge that, except
as may otherwise be provided under any other written agreement between the
Employee and the Company, the
9
employment of the Employee by the Company is "at will" and, subject to Section
1(a) hereof, prior to the Change of Control Date, the Employee's employment may
be terminated by either the Employee or the Company at any time prior to the
Change of Control Date, in which case the Employee shall have no further rights
under this Agreement. In addition, in the event Employee's employment is
terminated as a result of Employee's death or Disability, Employee shall have no
further rights under this Agreement. From and after the Effective Date this
Agreement shall supersede any other agreement between the parties with respect
to the subject matter hereof.
(g) This Agreement is executed in two counterparts, each of
which shall be deemed an original and together shall constitute one and the same
agreement, with one counterpart being delivered to each party hereto.
IN WITNESS WHEREOF, the Employee has hereunto set the Employee's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all being done
in duplicate originals, with one original being delivered to each party hereto,
all as of the day and year first above written.
---------------------------------
[Employee]
SYNOVUS FINANCIAL CORP.
By: _________________________________
Title: _________________________________
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