EXHIBIT 10.9
AMENDED AND RESTATED
DIRECTOR'S RETIREMENT
PAYMENT AGREEMENT
THIS AMENDED AND RESTATED DIRECTOR'S RETIREMENT PAYMENT AGREEMENT, entered
into as of the 1st day of May, 1984 and amended and restated this the 14th day
of December, 1995 (this "Agreement"), by and between Home Savings Bank, SSB, a
mutual savings bank organized and existing under the laws of the State of North
Carolina (the "Bank"), and Xxxxxx X. Xxxxxxx, Xx. (the "Director").
W I T N E S S E T H:
WHEREAS, after May 1, 1984, the Bank converted its charter to a state
savings bank charter and changed its name from "Home Savings and Loan
Association" to "Home Savings Bank, SSB;"
WHEREAS, the Director is rendering valuable service to the Bank and it is
the desire of the Bank to have the benefit of his continued loyalty and service
and also to assist him in providing for the contingencies of retirement and
death;
WHEREAS, the Director heretofore deferred receipt of director's fees in the
amount of $250.00 per month from May 1, 1984 through April 30, 1989; and
WHEREAS, the parties desire to amend the Agreement and to restate the
Agreement as amended.
NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto mutually agree as follows:
Section 1. Deferral Election. The Director heretofore has deferred the
--------- -----------------
receipt by him of director's fees as described above. In exchange for such
deferral, the Director shall receive from the Bank the benefits hereinafter
described. Except as otherwise specifically provided herein, in order to
receive benefits under this Agreement, the Director must be a director of the
Bank as of his 65th birthday.
Section 2. Retirement Benefits. Upon the occurrence of the Director's
--------- -------------------
65th birthday (except as otherwise specifically provided herein), the Bank will
pay to him $1,054 per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date to be
determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director's 65th
birthday shall occur. In the event that the Director should die after becoming
entitled to receive such installment payments but before
all such payments have been made, the Bank will pay all remaining installment
payments to such beneficiary or beneficiaries as the Director has designated in
writing to the Bank (the "Beneficiaries"). In the event of the death of the
last living Beneficiary before all remaining installment payments have been
made, the balance of any payments which remain unpaid at such Beneficiary's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the estate of the last Beneficiary
to die. In the absence of any such beneficiary designation, any payments
remaining unpaid at the Director's death shall be commuted on the basis of six
percent (6%) per annum compounded interest and shall be paid in a single sum to
the Director's estate.
Section 3. Pre-Retirement Death Benefits. Should the Director die prior
--------- -----------------------------
to the occurrence of his 65th birthday, the Bank will pay $1,054 per month for a
continuous period of 120 months to the Beneficiary or Beneficiaries of the
Director. The first such monthly installment payment shall be made on a date to
be determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director died. In the
event of the death of the last living Beneficiary before all installment
payments shall have been made, the balance of any payments which remain unpaid
at the time of such Beneficiary's death shall be commuted on the basis of six
percent (6%) per annum compounded interest and shall be paid in a single sum to
the estate of the last Beneficiary to die. In the absence of any such
beneficiary designation, any payments remaining unpaid at the Director's death
shall be commuted on the basis of six percent (6%) per annum compounded interest
and shall be paid in a single sum to the Director's estate.
Section 4. Termination Benefits. Except as provided in Section 5 hereof,
--------- --------------------
if the Director terminates his service as a director of the Bank, for any reason
other than death or the attainment of his 65th birthday, he (or his Beneficiary)
shall be entitled to the benefits set forth in Section 2 of this Agreement,
commencing on a date to be determined by the Bank, but in no event later than
the first day of the sixth calendar month following the calendar month in which
the Director's 65th birthday or, if earlier, death occurs.
Section 5. Extraordinary Transactions. In the event that the Director's
--------- --------------------------
service as a director of the Bank is terminated for any reason coincident with
or within twenty-four (24) months following a merger of the Bank with or into
another business entity or the sale by the Bank of more than a majority of its
assets, then the Director shall be entitled to the benefits set forth in Section
2 and the Bank shall commence to make monthly installment payments to the
Director as described therein on a date to be determined by the Bank, but in no
event later than the first day of the sixth calendar month following the
calendar month in which such merger or asset sale is consummated.
Section 6. General Provisions.
--------- ------------------
A. Except as otherwise provided by this Agreement, it is agreed that
neither the Director, any Beneficiary nor any other person claiming
any right or interest under this Agreement through the Director or any
Beneficiary shall have any right to
2
commute, sell, assign, transfer or otherwise convey any right to
receive any benefits hereunder.
B. The benefits and rights provided under this Agreement are in addition
to, and are independent of, those benefits and rights provided under
any other agreements between the parties hereto. This Agreement shall
not be deemed to constitute an agreement of employment or for services
between the parties hereto or as conferring upon the Director the
right to continue as a director of the Bank.
C. The rights of the Director under this Agreement and of any Beneficiary
shall be solely those of an unsecured creditor of the Bank. Any asset
acquired by the Bank in connection with its plans to fund the Bank's
liabilities hereunder shall not be deemed to be held under any trust
for the benefit of the Director or his Beneficiaries or to be
considered security for the performance of the obligations of the
Bank, but shall be, and remain, a general, unpledged, unrestricted
asset of the Bank.
D. This Agreement and the Bank's obligations hereunder shall be binding
upon its successors and permitted assigns. The Bank may not assign its
rights or obligations hereunder without the Director's prior written
consent. In addition, the Bank agrees it shall not enter into any
agreement providing for the merger of the Bank with and into another
business entity or the sale of more than a majority of the Bank's
assets to another business entity, person or group of persons that
does not specifically provide that such successor by merger or
purchaser(s) of assets shall assume and satisfy each and every
obligation of the Bank to the Director under this Agreement. In the
case of an asset sale, such assumption shall not relieve the Bank of
its liability to fulfill such obligations.
E. This Agreement may be revoked or amended in whole or in part by a
writing signed by both of the parties hereto.
F. This Agreement shall be subject to and construed under the laws of the
State of North Carolina.
3
IN WITNESS THEREOF, the Bank has caused this Amended and Restated
Director's Retirement Plan Agreement to be signed in its corporate name by its
duly authorized officer, and impressed with its corporate seal, attested by its
Secretary, and the Director has hereunto set his hand and seal, all on the day
and year first above written.
HOME SAVINGS BANK, SSB
Attest:
/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
--------------------------- ------------------------------
Xxxx Xxxxx Xxxxxx X. Xxxx
Secretary
Title: President
[Corporate Seal]
DIRECTOR:
/s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------- (Seal)
Xxxxxx X. Xxxxxxx, Xx.
4
AMENDED AND RESTATED
DIRECTOR'S RETIREMENT
PAYMENT AGREEMENT
THIS AMENDED AND RESTATED DIRECTOR'S RETIREMENT PAYMENT AGREEMENT, entered
into as of the 1st day of January, 1987 and amended and restated this the 14th
day of December, 1995 (this "Agreement"), by and between Home Savings Bank, SSB,
a mutual savings bank organized and existing under the laws of the State of
North Carolina (the "Bank"), and Xxxxxx X. Xxxxx, Xx. (the "Director").
W I T N E S S E T H:
WHEREAS, after January 1, 1987, the Bank converted its charter to a state
savings bank charter and changed its name from "Home Savings and Loan
Association of Washington" to "Home Savings Bank, SSB";
WHEREAS, the Director is rendering valuable service to the Bank and it is
the desire of the Bank to have the benefit of his continued loyalty and service
and also to assist him in providing for the contingencies of retirement and
death;
WHEREAS, the Director heretofore deferred receipt of director's fees in the
amount of $350.00 per month from January 1, 1987 through December 31, 1994; and
WHEREAS, the parties desire to amend the Agreement and to restate the
Agreement as amended.
NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto mutually agree as follows:
Section 1. Deferral Election. The Director heretofore has deferred the
--------- -----------------
receipt by him of director's fees as described above. In exchange for such
deferral, the Director shall receive from the Bank the benefits hereinafter
described. Except as otherwise specifically provided herein, in order to receive
benefits under this Agreement, the Director must be a director of the Bank as of
his 65th birthday.
Section 2. Retirement Benefits. Upon the occurrence of the Director's
--------- -------------------
65th birthday (except as otherwise specifically provided herein), the Bank will
pay to him $1,610 per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date to be
determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director's 65th
birthday shall occur. In the event that the Director should die after becoming
entitled to receive such installment payments but before
all such payments have been made, the Bank will pay all remaining installment
payments to such beneficiary or beneficiaries as the Director has designated in
writing to the Bank (the "Beneficiaries"). In the event of the death of the last
living Beneficiary before all remaining installment payments have been made, the
balance of any payments which remain unpaid at such Beneficiary's death shall be
commuted on the basis of six percent (6%) per annum compounded interest and
shall be paid in a single sum to the estate of the last Beneficiary to die. In
the absence of any such beneficiary designation, any payments remaining unpaid
at the Director's death shall be commuted on the basis of six percent (6%) per
annum compounded interest and shall be paid in a single sum to the Director's
estate.
Section 3. Pre-Retirement Death Benefits. Should the Director die prior
--------- -----------------------------
to the occurrence of his 65th birthday, the Bank will pay $1,610 per month for a
continuous period of 120 months to the Beneficiary or Beneficiaries of the
Director. The first such monthly installment payment shall be made on a date to
be determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director died. In the
event of the death of the last living Beneficiary before all installment
payments shall have been made, the balance of any payments which remain unpaid
at the time of such Beneficiary's death shall be commuted on the basis of six
percent (6%) per annum compounded interest and shall be paid in a single sum to
the estate of the last Beneficiary to die. In the absence of any such
beneficiary designation, any payments remaining unpaid at the Director's death
shall be commuted on the basis of six percent (6%) per annum compounded interest
and shall be paid in a single sum to the Director's estate.
Section 4. Termination Benefits. Except as provided in Section 5 hereof,
--------- --------------------
if the Director terminates his service as a director of the Bank, for any reason
other than death or the attainment of his 65th birthday, he (or his Beneficiary)
shall be entitled to the benefits set forth in Section 2 of this Agreement,
commencing on a date to be determined by the Bank, but in no event later than
the first day of the sixth calendar month following the calendar month in which
the Director's 65th birthday or, if earlier, death occurs.
Section 5. Extraordinary Transactions. In the event that the Director's
--------- --------------------------
service as a director of the Bank is terminated for any reason coincident with
or within twenty-four (24) months following a merger of the Bank with or into
another business entity or the sale by the Bank of more than a majority of its
assets, then the Director shall be entitled to the benefits set forth in Section
2 and the Bank shall commence to make monthly installment payments to the
Director as described therein on a date to be determined by the Bank, but in no
event later than the first day of the sixth calendar month following the
calendar month in which such merger or asset sale is consummated.
Section 6. General Provisions.
--------- ------------------
A. Except as otherwise provided by this Agreement, it is agreed that
neither the Director, any Beneficiary nor any other person claiming
any right or interest under this Agreement through the Director or any
Beneficiary shall have any right to
2
commute, sell, assign, transfer or otherwise convey any right to
receive any benefits hereunder.
B. The benefits and rights provided under this Agreement are in addition
to, and are independent of, those benefits and rights provided under
any other agreements between the parties hereto. This Agreement shall
not be deemed to constitute an agreement of employment or for services
between the parties hereto or as conferring upon the Director the
right to continue as a director of the Bank.
C. The rights of the Director under this Agreement and of any Beneficiary
shall be solely those of an unsecured creditor of the Bank. Any asset
acquired by the Bank in connection with its plans to fund the Bank's
liabilities hereunder shall not be deemed to be held under any trust
for the benefit of the Director or his Beneficiaries or to be
considered security for the performance of the obligations of the
Bank, but shall be, and remain, a general, unpledged, unrestricted
asset of the Bank.
D. This Agreement and the Bank's obligations hereunder shall be binding
upon its successors and permitted assigns. The Bank may not assign its
rights or obligations hereunder without the Director's prior written
consent. In addition, the Bank agrees it shall not enter into any
agreement providing for the merger of the Bank with and into another
business entity or the sale of more than a majority of the Bank's
assets to another business entity, person or group of persons that
does not specifically provide that such successor by merger or
purchaser(s) of assets shall assume and satisfy each and every
obligation of the Bank to the Director under this Agreement. In the
case of an asset sale, such assumption shall not relieve the Bank of
its liability to fulfill such obligations.
E. This Agreement may be revoked or amended in whole or in part by a
writing signed by both of the parties hereto.
F. This Agreement shall be subject to and construed under the laws of the
State of North Carolina.
3
IN WITNESS THEREOF, the Bank has caused this Amended and Restated
Director's Retirement Plan Agreement to be signed in its corporate name by its
duly authorized officer, and impressed with its corporate seal, attested by its
Secretary, and the Director has hereunto set his hand and seal, all on the day
and year first above written.
HOME SAVINGS BANK, SSB
Attest:
By: /s/ Xxxxxx X. Xxxx
---------------------------------------
Xxxxxx X. Xxxx
/s/ Xxxx Xxxxx Title: President
------------------------
Xxxx Xxxxx
Secretary
[Corporate Seal] DIRECTOR:
/s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------------(Seal)
Xxxxxx X. Xxxxx, Xx.
4
AMENDED AND RESTATED
DIRECTOR'S RETIREMENT
PAYMENT AGREEMENT
THIS AMENDED AND RESTATED DIRECTOR'S RETIREMENT PAYMENT AGREEMENT, entered
into as of the 1st day of January, 1987 and amended and restated this the 14th
day of December, 1995 (this "Agreement"), by and between Home Savings Bank, SSB,
a mutual savings bank organized and existing under the laws of the State of
North Carolina (the "Bank"), and Xxxxxxxxx X. Xxxxxxxx (the "Director").
W I T N E S S E T H:
WHEREAS, after January 1, 1987, the Bank converted its charter to a state
savings bank charter and changed its name from "Home Savings and Loan
Association of Washington" to "Home Savings Bank, SSB";
WHEREAS, the Director is rendering valuable service to the Bank and it is
the desire of the Bank to have the benefit of his continued loyalty and service
and also to assist him in providing for the contingencies of retirement and
death;
WHEREAS, the Director heretofore deferred receipt of director's fees in the
amount of $350.00 per month from January 1, 1987 through December 31, 1994; and
WHEREAS, the parties desire to amend the Agreement and to restate the
Agreement as amended.
NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto mutually agree as follows:
Section 1. Deferral Election. The Director heretofore has deferred the
--------- -----------------
receipt by him of director's fees as described above. In exchange for such
deferral, the Director shall receive from the Bank the benefits hereinafter
described. Except as otherwise specifically provided herein, in order to
receive benefits under this Agreement, the Director must be a director of the
Bank as of his 65th birthday.
Section 2. Retirement Benefits. Upon the occurrence of the Director's
--------- -------------------
65th birthday (except as otherwise specifically provided herein), the Bank will
pay to him $3,628 per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date to be
determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director's 65th
birthday shall occur. In the event that the Director should die after becoming
entitled to receive such installment payments but before
all such payments have been made, the Bank will pay all remaining installment
payments to such beneficiary or beneficiaries as the Director has designated in
writing to the Bank (the "Beneficiaries"). In the event of the death of the
last living Beneficiary before all remaining installment payments have been
made, the balance of any payments which remain unpaid at such Beneficiary's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the estate of the last Beneficiary
to die. In the absence of any such beneficiary designation, any payments
remaining unpaid at the Director's death shall be commuted on the basis of six
percent (6%) per annum compounded interest and shall be paid in a single sum to
the Director's estate.
Section 3. Pre-Retirement Death Benefits. Should the Director die prior
--------- -----------------------------
to the occurrence of his 65th birthday, the Bank will pay $3,628 per month for a
continuous period of 120 months to the Beneficiary or Beneficiaries of the
Director. The first such monthly installment payment shall be made on a date to
be determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director died. In the
event of the death of the last living Beneficiary before all installment
payments shall have been made, the balance of any payments which remain unpaid
at the time of such Beneficiary's death shall be commuted on the basis of six
percent (6%) per annum compounded interest and shall be paid in a single sum to
the estate of the last Beneficiary to die. In the absence of any such
beneficiary designation, any payments remaining unpaid at the Director's death
shall be commuted on the basis of six percent (6%) per annum compounded interest
and shall be paid in a single sum to the Director's estate.
Section 4. Termination Benefits. Except as provided in Section 5 hereof,
--------- --------------------
if the Director terminates his service as a director of the Bank, for any reason
other than death or the attainment of his 65th birthday, he (or his Beneficiary)
shall be entitled to the benefits set forth in Section 2 of this Agreement,
commencing on a date to be determined by the Bank, but in no event later than
the first day of the sixth calendar month following the calendar month in which
the Director's 65th birthday or, if earlier, death occurs.
Section 5. Extraordinary Transactions. In the event that the Director's
--------- --------------------------
service as a director of the Bank is terminated for any reason coincident with
or within twenty-four (24) months following a merger of the Bank with or into
another business entity or the sale by the Bank of more than a majority of its
assets, then the Director shall be entitled to the benefits set forth in Section
2 and the Bank shall commence to make monthly installment payments to the
Director as described therein on a date to be determined by the Bank, but in no
event later than the first day of the sixth calendar month following the
calendar month in which such merger or asset sale is consummated.
Section 6. General Provisions.
--------- ------------------
A. Except as otherwise provided by this Agreement, it is agreed that
neither the Director, any Beneficiary nor any other person claiming
any right or interest under this Agreement through the Director or any
Beneficiary shall have any right to
2
commute, sell, assign, transfer or otherwise convey any right to
receive any benefits hereunder.
B. The benefits and rights provided under this Agreement are in addition
to, and are independent of, those benefits and rights provided under
any other agreements between the parties hereto. This Agreement shall
not be deemed to constitute an agreement of employment or for services
between the parties hereto or as conferring upon the Director the
right to continue as a director of the Bank.
C. The rights of the Director under this Agreement and of any Beneficiary
shall be solely those of an unsecured creditor of the Bank. Any asset
acquired by the Bank in connection with its plans to fund the Bank's
liabilities hereunder shall not be deemed to be held under any trust
for the benefit of the Director or his Beneficiaries or to be
considered security for the performance of the obligations of the
Bank, but shall be, and remain, a general, unpledged, unrestricted
asset of the Bank.
D. This Agreement and the Bank's obligations hereunder shall be binding
upon its successors and permitted assigns. The Bank may not assign its
rights or obligations hereunder without the Director's prior written
consent. In addition, the Bank agrees it shall not enter into any
agreement providing for the merger of the Bank with and into another
business entity or the sale of more than a majority of the Bank's
assets to another business entity, person or group of persons that
does not specifically provide that such successor by merger or
purchaser(s) of assets shall assume and satisfy each and every
obligation of the Bank to the Director under this Agreement. In the
case of an asset sale, such assumption shall not relieve the Bank of
its liability to fulfill such obligations.
E. This Agreement may be revoked or amended in whole or in part by a
writing signed by both of the parties hereto.
F. This Agreement shall be subject to and construed under the laws of the
State of North Carolina.
3
IN WITNESS THEREOF, the Bank has caused this Amended and Restated
Director's Retirement Plan Agreement to be signed in its corporate name by its
duly authorized officer, and impressed with its corporate seal, attested by its
Secretary, and the Director has hereunto set his hand and seal, all on the day
and year first above written.
HOME SAVINGS BANK, SSB
Attest:
/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
---------------------------- ---------------------------
Xxxx Xxxxx Xxxxxx X. Xxxx
Secretary
Title: President
[Corporate Seal] DIRECTOR:
/s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------- (Seal)
Xxxxxxxxx X. Xxxxxxxx
4
AMENDED AND RESTATED
DIRECTOR'S RETIREMENT
PAYMENT AGREEMENT
THIS AMENDED AND RESTATED DIRECTOR'S RETIREMENT PAYMENT AGREEMENT, entered
into as of the 1st day of May, 1984 and amended and restated this the ___ day of
December, 1995 (this "Agreement"), by and between Home Savings Bank, SSB, a
mutual savings bank organized and existing under the laws of the State of North
Carolina (the "Bank"), and Xxxxxxxxx X. Howdy (the "Director").
W I T N E S S E T H:
WHEREAS, after May 1, 1984, the Bank converted its charter to a state
savings bank charter and changed its name from "Home Savings and Loan
Association" to "Home Savings Bank, SSB;"
WHEREAS, the Director is rendering valuable service to the Bank and it is
the desire of the Bank to have the benefit of his continued loyalty and service
and also to assist him in providing for the contingencies of retirement and
death;
WHEREAS, the Director heretofore deferred receipt of director's fees in the
amount of $250.00 per month from May 1, 1984 through April 30, 1989; and
WHEREAS, the parties desire to amend the Agreement and to restate the
Agreement as amended.
NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto mutually agree as follows:
Section 1. Deferral Election. The Director heretofore has deferred the
--------- -----------------
receipt by him of director's fees as described above. In exchange for such
deferral, the Director shall receive from the Bank the benefits hereinafter
described. Except as otherwise specifically provided herein, in order to
receive benefits under this Agreement, the Director must be a director of the
Bank as of his 65th birthday.
Section 2. Retirement Benefits. Upon the occurrence of the Director's
--------- -------------------
65th birthday (except as otherwise specifically provided herein), the Bank will
pay to him $1,726 per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date to be
determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director's 65th
birthday shall occur. In the event that the Director should die after becoming
entitled to receive such installment payments but before
all such payments have been made, the Bank will pay all remaining installment
payments to such beneficiary or beneficiaries as the Director has designated in
writing to the Bank (the "Beneficiaries"). In the event of the death of the
last living Beneficiary before all remaining installment payments have been
made, the balance of any payments which remain unpaid at such Beneficiary's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the estate of the last Beneficiary
to die. In the absence of any such beneficiary designation, any payments
remaining unpaid at the Director's death shall be commuted on the basis of six
percent (6%) per annum compounded interest and shall be paid in a single sum to
the Director's estate.
Section 3. Pre-Retirement Death Benefits. Should the Director die prior
--------- -----------------------------
to the occurrence of his 65th birthday, the Bank will pay $1,726 per month for a
continuous period of 120 months to the Beneficiary or Beneficiaries of the
Director. The first such monthly installment payment shall be made on a date to
be determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director died. In the
event of the death of the last living Beneficiary before all installment
payments shall have been made, the balance of any payments which remain unpaid
at the time of such Beneficiary's death shall be commuted on the basis of six
percent (6%) per annum compounded interest and shall be paid in a single sum to
the estate of the last Beneficiary to die. In the absence of any such
beneficiary designation, any payments remaining unpaid at the Director's death
shall be commuted on the basis of six percent (6%) per annum compounded interest
and shall be paid in a single sum to the Director's estate.
Section 4. Termination Benefits. Except as provided in Section 5 hereof,
--------- --------------------
if the Director terminates his service as a director of the Bank, for any reason
other than death or the attainment of his 65th birthday, he (or his Beneficiary)
shall be entitled to the benefits set forth in Section 2 of this Agreement,
commencing on a date to be determined by the Bank, but in no event later than
the first day of the sixth calendar month following the calendar month in which
the Director's 65th birthday or, if earlier, death occurs.
Section 5. Extraordinary Transactions. In the event that the Director's
--------- --------------------------
service as a director of the Bank is terminated for any reason coincident with
or within twenty-four (24) months following a merger of the Bank with or into
another business entity or the sale by the Bank of more than a majority of its
assets, then the Director shall be entitled to the benefits set forth in Section
2 and the Bank shall commence to make monthly installment payments to the
Director as described therein on a date to be determined by the Bank, but in no
event later than the first day of the sixth calendar month following the
calendar month in which such merger or asset sale is consummated.
Section 6. General Provisions.
--------- ------------------
A. Except as otherwise provided by this Agreement, it is agreed that
neither the Director, any Beneficiary nor any other person claiming
any right or interest under this Agreement through the Director or any
Beneficiary shall have any right to
2
commute, sell, assign, transfer or otherwise convey any right to
receive any benefits hereunder.
B. The benefits and rights provided under this Agreement are in addition
to, and are independent of, those benefits and rights provided under
any other agreements between the parties hereto. This Agreement shall
not be deemed to constitute an agreement of employment or for services
between the parties hereto or as conferring upon the Director the
right to continue as a director of the Bank.
C. The rights of the Director under this Agreement and of any Beneficiary
shall be solely those of an unsecured creditor of the Bank. Any asset
acquired by the Bank in connection with its plans to fund the Bank's
liabilities hereunder shall not be deemed to be held under any trust
for the benefit of the Director or his Beneficiaries or to be
considered security for the performance of the obligations of the
Bank, but shall be, and remain, a general, unpledged, unrestricted
asset of the Bank.
D. This Agreement and the Bank's obligations hereunder shall be binding
upon its successors and permitted assigns. The Bank may not assign its
rights or obligations hereunder without the Director's prior written
consent. In addition, the Bank agrees it shall not enter into any
agreement providing for the merger of the Bank with and into another
business entity or the sale of more than a majority of the Bank's
assets to another business entity, person or group of persons that
does not specifically provide that such successor by merger or
purchaser(s) of assets shall assume and satisfy each and every
obligation of the Bank to the Director under this Agreement. In the
case of an asset sale, such assumption shall not relieve the Bank of
its liability to fulfill such obligations.
E. This Agreement may be revoked or amended in whole or in part by a
writing signed by both of the parties hereto.
F. This Agreement shall be subject to and construed under the laws of the
State of North Carolina.
3
IN WITNESS THEREOF, the Bank has caused this Amended and Restated
Director's Retirement Plan Agreement to be signed in its corporate name by its
duly authorized officer, and impressed with its corporate seal, attested by its
Secretary, and the Director has hereunto set his hand and seal, all on the day
and year first above written.
HOME SAVINGS BANK, SSB
Attest:
/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
----------------------------- -------------------------------
Xxxx Xxxxx Xxxxxx X. Xxxx
Secretary
Title: President
[Corporate Seal] DIRECTOR:
/s/ Xxxxxxxxx X. Howdy
------------------------------------ (Seal)
Xxxxxxxxx X. Howdy
4
AMENDED AND RESTATED
DIRECTOR'S RETIREMENT
PAYMENT AGREEMENT
THIS AMENDED AND RESTATED DIRECTOR'S RETIREMENT PAYMENT AGREEMENT, entered
into as of the 1st day of May, 1984 and amended and restated this the 14th day
of December, 1995 (this "Agreement"), by and between Home Savings Bank, SSB, a
mutual savings bank organized and existing under the laws of the State of North
Carolina (the "Bank"), and Xxxxxxx X. Xxxxxx, Xx. (the "Director").
W I T N E S S E T H:
WHEREAS, after May 1, 1984, the Bank converted its charter to a state
savings bank charter and changed its name from "Home Savings and Loan
Association" to "Home Savings Bank, SSB;"
WHEREAS, the Director is rendering valuable service to the Bank and it is
the desire of the Bank to have the benefit of his continued loyalty and service
and also to assist him in providing for the contingencies of retirement and
death;
WHEREAS, the Director heretofore deferred receipt of director's fees in the
amount of $250.00 per month from May 1, 1984 through April 30, 1989; and
WHEREAS, the parties desire to amend the Agreement and to restate the
Agreement as amended.
NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto mutually agree as follows:
Section 1. Deferral Election. The Director heretofore has deferred the
--------- -----------------
receipt by him of director's fees as described above. In exchange for such
deferral, the Director shall receive from the Bank the benefits hereinafter
described. Except as otherwise specifically provided herein, in order to
receive benefits under this Agreement, the Director must be a director of the
Bank as of his 65th birthday.
Section 2. Retirement Benefits. Upon the occurrence of the Director's
--------- -------------------
65th birthday (except as otherwise specifically provided herein), the Bank will
pay to him $2,748 per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date to be
determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director's 65th
birthday shall occur. In the event that the Director should die after becoming
entitled to receive such installment payments but before
all such payments have been made, the Bank will pay all remaining installment
payments to such beneficiary or beneficiaries as the Director has designated in
writing to the Bank (the "Beneficiaries"). In the event of the death of the
last living Beneficiary before all remaining installment payments have been
made, the balance of any payments which remain unpaid at such Beneficiary's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the estate of the last Beneficiary
to die. In the absence of any such beneficiary designation, any payments
remaining unpaid at the Director's death shall be commuted on the basis of six
percent (6%) per annum compounded interest and shall be paid in a single sum to
the Director's estate.
Section 3. Pre-Retirement Death Benefits. Should the Director die prior
--------- -----------------------------
to the occurrence of his 65th birthday, the Bank will pay $2,748 per month for a
continuous period of 120 months to the Beneficiary or Beneficiaries of the
Director. The first such monthly installment payment shall be made on a date to
be determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director died. In the
event of the death of the last living Beneficiary before all installment
payments shall have been made, the balance of any payments which remain unpaid
at the time of such Beneficiary's death shall be commuted on the basis of six
percent (6%) per annum compounded interest and shall be paid in a single sum to
the estate of the last Beneficiary to die. In the absence of any such
beneficiary designation, any payments remaining unpaid at the Director's death
shall be commuted on the basis of six percent (6%) per annum compounded interest
and shall be paid in a single sum to the Director's estate.
Section 4. Termination Benefits. Except as provided in Section 5 hereof,
--------- --------------------
if the Director terminates his service as a director of the Bank, for any reason
other than death or the attainment of his 65th birthday, he (or his Beneficiary)
shall be entitled to the benefits set forth in Section 2 of this Agreement,
commencing on a date to be determined by the Bank, but in no event later than
the first day of the sixth calendar month following the calendar month in which
the Director's 65th birthday or, if earlier, death occurs.
Section 5. Extraordinary Transactions. In the event that the Director's
--------- --------------------------
service as a director of the Bank is terminated for any reason coincident with
or within twenty-four (24) months following a merger of the Bank with or into
another business entity or the sale by the Bank of more than a majority of its
assets, then the Director shall be entitled to the benefits set forth in Section
2 and the Bank shall commence to make monthly installment payments to the
Director as described therein on a date to be determined by the Bank, but in no
event later than the first day of the sixth calendar month following the
calendar month in which such merger or asset sale is consummated.
Section 6. General Provisions.
--------- ------------------
A. Except as otherwise provided by this Agreement, it is agreed that
neither the Director, any Beneficiary nor any other person claiming
any right or interest under this Agreement through the Director or any
Beneficiary shall have any right to
2
commute, sell, assign, transfer or otherwise convey any right to
receive any benefits hereunder.
B. The benefits and rights provided under this Agreement are in addition
to, and are independent of, those benefits and rights provided under
any other agreements between the parties hereto. This Agreement shall
not be deemed to constitute an agreement of employment or for services
between the parties hereto or as conferring upon the Director the
right to continue as a director of the Bank.
C. The rights of the Director under this Agreement and of any Beneficiary
shall be solely those of an unsecured creditor of the Bank. Any asset
acquired by the Bank in connection with its plans to fund the Bank's
liabilities hereunder shall not be deemed to be held under any trust
for the benefit of the Director or his Beneficiaries or to be
considered security for the performance of the obligations of the
Bank, but shall be, and remain, a general, unpledged, unrestricted
asset of the Bank.
D. This Agreement and the Bank's obligations hereunder shall be binding
upon its successors and permitted assigns. The Bank may not assign its
rights or obligations hereunder without the Director's prior written
consent. In addition, the Bank agrees it shall not enter into any
agreement providing for the merger of the Bank with and into another
business entity or the sale of more than a majority of the Bank's
assets to another business entity, person or group of persons that
does not specifically provide that such successor by merger or
purchaser(s) of assets shall assume and satisfy each and every
obligation of the Bank to the Director under this Agreement. In the
case of an asset sale, such assumption shall not relieve the Bank of
its liability to fulfill such obligations.
E. This Agreement may be revoked or amended in whole or in part by a
writing signed by both of the parties hereto.
F. This Agreement shall be subject to and construed under the laws of the
State of North Carolina.
3
IN WITNESS THEREOF, the Bank has caused this Amended and Restated
Director's Retirement Plan Agreement to be signed in its corporate name by its
duly authorized officer, and impressed with its corporate seal, attested by its
Secretary, and the Director has hereunto set his hand and seal, all on the day
and year first above written.
HOME SAVINGS BANK, SSB
Attest:
/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
----------------------------- ----------------------------------
Xxxx Xxxxx Xxxxxx X. Xxxx
Secretary
Title: President
[Corporate Seal] DIRECTOR:
/s/ Xxxxxxx X. Xxxxxx, Xx.
----------------------------------- (Seal)
Xxxxxxx X. Xxxxxx, Xx.
4
AMENDED AND RESTATED
DIRECTOR'S RETIREMENT
PAYMENT AGREEMENT
THIS AMENDED AND RESTATED DIRECTOR'S RETIREMENT PAYMENT AGREEMENT, entered
into as of the 1st day of May, 1984 and amended and restated this the 14th day
of December, 1995 (this "Agreement"), by and between Home Savings Bank, SSB, a
mutual savings bank organized and existing under the laws of the State of North
Carolina (the "Bank"), and Xxxxxx X. Xxxx (the "Director").
W I T N E S S E T H:
WHEREAS, after May 1, 1984, the Bank converted its charter to a state
savings bank charter and changed its name from "Home Savings and Loan
Association" to "Home Savings Bank, SSB;"
WHEREAS, the Director is rendering valuable service to the Bank and it is
the desire of the Bank to have the benefit of his continued loyalty and service
and also to assist him in providing for the contingencies of retirement and
death;
WHEREAS, the Director heretofore deferred receipt of director's fees in the
amount of $250.00 per month from May 1, 1984 through December 31, 1984, in the
amount of $350.00 per month from January 1, 1985 through April 30, 1989, and in
the amount of $100.00 per month from May 1, 1989 through December 31, 1989;
WHEREAS, the Director has agreed to defer receipt of director's fees in the
amount of $220.35 per month from September 1, 1995 until the end of his term as
a director; and
WHEREAS, the parties desire to amend the Agreement and to restate the
Agreement as amended.
NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto mutually agree as follows:
Section 1. Deferral Election. The Director heretofore has deferred the
--------- -----------------
receipt by him of director's fees and has agreed to defer additional director's
fees, all as described above. In exchange for such agreement to defer and
deferral, the Director shall receive from the Bank the benefits hereinafter
described. Except as otherwise specifically provided herein, in order to
receive benefits under this Agreement, the Director must be a director of the
Bank as of his 65th birthday.
Section 2. Retirement Benefits. Upon the occurrence of the Director's
--------- -------------------
65th birthday (except as otherwise specifically provided herein), the Bank will
pay to him $8,256 per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date to be
determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director's 65th
birthday shall occur. In the event that the Director should die after becoming
entitled to receive such installment payments but before all such payments have
been made, the Bank will pay all remaining installment payments to such
beneficiary or beneficiaries as the Director has designated in writing to the
Bank (the
"Beneficiaries"). In the event of the death of the last living Beneficiary
before all remaining installment payments have been made, the balance of any
payments which remain unpaid at such Beneficiary's death shall be commuted on
the basis of six percent (6%) per annum compounded interest and shall be paid in
a single sum to the estate of the last Beneficiary to die. In the absence of
any such beneficiary designation, any payments remaining unpaid at the
Director's death shall be commuted on the basis of six percent (6%) per annum
compounded interest and shall be paid in a single sum to the Director's estate.
Section 3. Pre-Retirement Death Benefits. Should the Director die prior
--------- -----------------------------
to the occurrence of his 65th birthday, the Bank will pay $8,256 per month for a
continuous period of 120 months to the Beneficiary or Beneficiaries of the
Director. The first such monthly installment payment shall be made on a date to
be determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Director died. In the
event of the death of the last living Beneficiary before all installment
payments shall have been made, the balance of any payments which remain unpaid
at the time of such Beneficiary's death shall be commuted on the basis of six
percent (6%) per annum compounded interest and shall be paid in a single sum to
the estate of the last Beneficiary to die. In the absence of any such
beneficiary designation, any payments remaining unpaid at the Director's death
shall be commuted on the basis of six percent (6%) per annum compounded interest
and shall be paid in a single sum to the Director's estate.
Section 4. Termination Benefits. Except as provided in Section 5 hereof,
--------- --------------------
if the Director terminates his service as a director of the Bank, for any reason
other than death or the attainment of his 65th birthday, he (or his Beneficiary)
shall be entitled to the benefits set forth in Section 2 of this Agreement,
commencing on a date to be determined by the Bank, but in no event later than
the first day of the sixth calendar month following the calendar month in which
the Director's 65th birthday or, if earlier, death occurs.
Section 5. Extraordinary Transactions. In the event that the Director's
--------- --------------------------
service as a director of the Bank is terminated for any reason coincident with
or within twenty-four (24) months following a merger of the Bank with or into
another business entity or the sale by the Bank of more than a majority of its
assets, then the Director shall be entitled to the benefits set forth in Section
2 and the Bank shall commence to make monthly installment payments to the
Director as described therein on a date to be determined by the Bank, but in no
event later than the first day of the sixth calendar month following the
calendar month in which such merger or asset sale is consummated.
Section 6. General Provisions.
--------- ------------------
A. Except as otherwise provided by this Agreement, it is agreed that
neither the Director, any Beneficiary nor any other person claiming
any right or interest under this Agreement through the Director or any
Beneficiary shall have any right to commute, sell, assign, transfer or
otherwise convey any right to receive any benefits hereunder.
B. The benefits and rights provided under this Agreement are in addition
to, and are independent of, those benefits and rights provided under
any other agreements
2
between the parties hereto. This Agreement shall not be deemed to
constitute an agreement of employment or for services between the
parties hereto or as conferring upon the Director the right to
continue as a director of the Bank.
C. The rights of the Director under this Agreement and of any Beneficiary
shall be solely those of an unsecured creditor of the Bank. Any asset
acquired by the Bank in connection with its plans to fund the Bank's
liabilities hereunder shall not be deemed to be held under any trust
for the benefit of the Director or his Beneficiaries or to be
considered security for the performance of the obligations of the
Bank, but shall be, and remain, a general, unpledged, unrestricted
asset of the Bank.
D. This Agreement and the Bank's obligations hereunder shall be binding
upon its successors and permitted assigns. The Bank may not assign its
rights or obligations hereunder without the Director's prior written
consent. In addition, the Bank agrees it shall not enter into any
agreement providing for the merger of the Bank with and into another
business entity or the sale of more than a majority of the Bank's
assets to another business entity, person or group of persons that
does not specifically provide that such successor by merger or
purchaser(s) of assets shall assume and satisfy each and every
obligation of the Bank to the Director under this Agreement. In the
case of an asset sale, such assumption shall not relieve the Bank of
its liability to fulfill such obligations.
E. This Agreement may be revoked or amended in whole or in part by a
writing signed by both of the parties hereto.
F. This Agreement shall be subject to and construed under the laws of the
State of North Carolina.
IN WITNESS THEREOF, the Bank has caused this Amended and Restated
Director's Retirement Plan Agreement to be signed in its corporate name by its
duly authorized officer, and impressed with its corporate seal, attested by its
Secretary, and the Director has hereunto set his hand and seal, all on the day
and year first above written.
HOME SAVINGS BANK, SSB
Attest:
/s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxx
------------------------- -----------------------------
Xxxx Xxxxx Xxxxxxx X. Xxxx
Secretary
Title: Executive Vice President
[Corporate Seal] DIRECTOR:
/s/ Xxxxxx X. Xxxx
---------------------------------- (Seal)
Xxxxxx X. Xxxx
3
HOME SAVINGS BANK, SSB
DIRECTOR'S RETIREMENT PAYMENT AGREEMENT
AS AMENDED AND RESTATED DECEMBER 14, 1995
--------------------
1996 Amendment
--------------------
WHEREAS, Home Savings Bank, SSB (the "Bank") has entered into a
Director's Retirement Payment Agreement (the "Agreement"), originally effective
May 1, 1984 and as amended and restated effective December 14, 1995, with
Directors X. Xxxxxxx, Xx., F. Howdy, X. Xxxxxx, Xx., and X. Xxxx (the
"Directors"); and
WHEREAS, the Bank has entered into Agreements, originally effective
January 1, 1987, as amended and restated effective December 14, 1995, with
Directors X. Xxxxx, Xx., and X. Xxxxxxxx; and
WHEREAS, the Bank has authorized an amendment to the Agreement with
each Director in order to address issues arising from the Bank's upcoming
conversion from mutual to stock form;
NOW, THEREFORE, pursuant to Section 6.E. of each Agreement, the
Agreement with each Director is hereby amended as follows, effective immediately
on execution hereof:
1. The Agreement is renamed as the Home Savings Bank, SSB 1984
Director's Deferred Payment Agreement, as amended and restated effective
December 14, 1995, and such name is replaced accordingly wherever its appears in
the Agreement.
2. The last sentence of Section 1 of the Agreement is deleted in its
entirety.
3. The first sentence of Section 2 of the Agreement is amended in its
entirety to provide as follows: (with italics herein identifying new text):
Upon the occurrence of the earlier of the Director's 65th
birthday or his termination of employment for any reason on or
after attaining age 55 (except as otherwise specifically provided
herein), the Bank will pay to him $_______ [no change to existing
agreement] per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date
to be determined by the Bank, but in no event later than the first
day of the sixth calendar month following the calendar month in
which the earlier of the Director's 65th birthday or his
termination of employment for any reason on or after attaining age
55 shall occur.
1996 Amendment
Amended and Restated Director's
Retirement Payment Agreement
Page 2
4. The first sentence of Section 3 of the Agreement is amended by
replacing the words "the occurrence of his 65th birthday" with the words "the
commencement of payments pursuant to Section 2 hereof".
5. Section 4 of each Agreement shall be amended in its entirety to
provide as follows (with italics herein identifying new text):
In the event that, prior to the commencement of payments
pursuant to Section 2 hereof, a Director's service as a director
of the Bank is terminated for any reason other than death, then
the Director (or his Beneficiary) shall be entitled to the
benefits set forth in Section 2 of this Agreement, commencing on
the date determined by the Bank, but in no event later than the
first day of the sixth calendar month following the calendar month
in which the Director's 55th birthday, or if earlier, death
occurs.
6. Section 5 of the Agreement shall be deleted in its entirety, and
Section 6 shall be renumbered as Section 5.
7. Former Section 6 of the Agreement, renumbered herein as Section 5,
shall be amended through addition of the following paragraphs immediately at the
end thereof:
G. Notwithstanding any other provision of this Agreement that may
be contrary or inconsistent herewith, not later than ten business
days after a Change in Control (as defined in the last paragraph
of this Section 6.G.), the Bank shall (i) deposit in a grantor
trust (the "Trust") that is designed in accordance with Revenue
Procedure 92-64 and has a trustee independent of the Bank, the
Company and any successor to their interest, an amount equal to
the present value of all benefits that may become payable under
this Agreement, unless the Director has previously provided a
written release of any claims under this Agreement, and (ii)
provide the trustee of the Trust with a written direction to hold
said amount and any investment return thereon in a segregated
account for the benefit of the Director, and to follow the
procedures set forth in the next paragraph as to the payment of
such amounts from the Trust.
At any time or from time to time following a Change in
Control, the Director may provide the trustee of the Trust with a
written schedule directing that the trustee pay to the Director
amounts designated in the schedule as being payable pursuant to
this Agreement. Within three business days after receiving said
notice, the trustee of the Trust shall send a copy of the notice
to the Bank via overnight and registered mail (return receipt
requested). On the fifth business day after mailing said notice to
the Bank, the trustee of the Trust shall pay the Director the
amount designated therein in immediately available funds, unless
prior thereto
1996 Amendment
Amended and Restated Director's
Retirement Payment Agreement
Page 3
the Bank provides the trustee with a written notice directing the
trustee to withhold such payment. In the latter event, the trustee
shall submit the dispute to non-appealable binding arbitration for
a determination of the amount payable to the Director pursuant to
this Agreement, and the costs of such arbitration (including any
attorneys' fees incurred by the Director) shall be paid by the
Bank. The trustee shall choose the arbitrator to settle the
dispute, and such arbitrator shall be bound by the rules of the
American Arbitration Association in making his determination. The
parties and the trustee shall be bound by the results of the
arbitration and, within three days of the determination by the
arbitrator, the trustee shall pay from the Trust the amounts
required to be paid to the Director and/or the Bank, and in no
event shall the trustee be liable to either party for making the
payments as determined by the arbitrator.
Upon receiving the Director's release of all claims under this
Agreement, the trustee of the Trust shall pay to the Bank or its
successor in interest the entire balance remaining in the
segregated account maintained for the benefit of the Director. The
Director shall thereafter have no further interest in the Trust
pursuant to this Agreement.
For purposes of this Agreement, "Change in Control" shall mean
any one of the following events: (i) the acquisition of ownership,
holding, or power to vote more than 25% of the voting stock of the
Bank or NewSouth Bancorp, Inc. (the "Company"), (ii) the
acquisition of the ability to control the election of a majority
of the Bank's or the Company's directors, (iii) the acquisition of
a controlling influence over the management or policies of the
Bank or of the Company by any person or by persons acting as a
"group" (within the meaning of Section 13(d) of the Securities
Exchange Act of 1934), or (iv) during any period of two
consecutive years, individuals (the "Continuing Directors") who at
the beginning of such period constitute the Board of Directors of
the Bank or of the Company (the "Existing Board") cease for any
reason to constitute at least two-thirds thereof, provided that
any individual whose election or nomination for election as a
member of the Existing Board was approved by a vote of at least
two-thirds of the Continuing Directors then in office shall be
considered a Continuing Director. Notwithstanding the foregoing,
the Company's ownership of the Bank shall not of itself constitute
a Change in Control for purposes of the Agreement. For purposes of
this paragraph only, the term "person" refers to an individual or
a corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization
or any other form of entity not specifically listed herein.
8. Nothing contained herein shall be held to alter, vary or affect
any of the terms, provisions, or conditions of the Agreement entered into
thereunder, other than as stated above.
1996 Amendment
Amended and Restated Director's
Retirement Payment Agreement
Page 4
WHEREFORE, on this 23rd day of October, 1996, the Bank and each
Director who is party to an Agreement hereby execute this 1996 Amendment to the
Plan.
HOME SAVINGS BANK, SSB
By /s/ Xxxxxxxxx X. Howdy
--------------------------
Its Chairman of the Board
October 23, 1996
---------------------
Date Attest: Xxxxxxx X. Xxxx (Seal)
------------------------
DIRECTORS
Xxxxxx X. Ipoch /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------- -------------------------------
Witness: X. Xxxxxxx, Xx.
Xxxxxx X. Ipoch /s/ Xxxxxxxxx X. Howdy
--------------------- -------------------------------
Witness: F. Howdy
Xxxxxx X. Ipoch /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------- -------------------------------
Witness: X. Xxxxxx, Xx.
Xxxxxx X. Ipoch /s/ Xxxxxxxxx X. Xxxxxxxx
--------------------- -------------------------------
Witness: X. Xxxxxxxx
Xxxxxx X. Ipoch /s/ Xxxxxx X. Xxxxx, Xx.
--------------------- -------------------------------
Witness: X. Xxxxx, Xx.
Xxxxxx X. Ipoch /s/ Xxxxxx X. Xxxx
--------------------- ------------------------------
Witness: X. Xxxx
