Exhibit 99.4
AMENDMENT TO LIFE INSURANCE
ENDORSEMENT METHOD SPLIT DOLLAR PLAN
WHEREAS, on August 19, 2004, Cornerstone National Bank (the "Bank") and
X. Xxxxxx Xxxxxxx (the "Insured") entered into a Life Insurance Endorsement
Method Split Dollar Plan (the "Agreement"); and
WHEREAS, the Bank and the Insured desire to amend the Agreement in
compliance with the recently enacted Internal Revenue Code Section 409A and
associated federal regulations.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Insured and the Bank, intending to be legally bound, agree to
amend the Agreement, effective as of December, 2007, as follows:
1. The definition of "Normal Retirement" set forth in Subparagraph VI.C
of the Agreement is amended to delete therefrom the word "or" at the end of the
first line between the words "Bank" and "that becomes."
2. The definition of "Disability" set forth in Subparagraph VI.C of the
Agreement is hereby deleted in its entirety and replaced with the following
definition:
Definition of Disability
The Insured will be considered "Disabled" if: (a) the Insured
is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months; or (b) the Insured is, by reason of any medically
determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three
months under an accident and health plan covering employees of
the service provider's employer; or (c) the Insured has been
determined to be totally disabled by the Social Security
Administration or Railroad Retirement Board; or (d) the
Insured has been determined to be disabled in accordance with
a disability insurance program provided by the Bank and in
which Insured participates, provided that the definition of
disability applied under such disability insurance program
complies with the requirements of (a) or (b) listed above.
3. Subparagraphs (ii) and (iii) in the definition of "Change of
Control" in Paragraph XV of the Agreement are hereby amended to add the
italicized language below, and thereby to read as follows:
(ii) the acquisition of more than fifty percent (50%) of the
outstanding voting securities of the Bank (calculated on a
fully diluted basis) by any person during any consecutive
12-month period of time; or (iii) the sale of more than fifty
percent (50%) in value of the assets of the Bank over any
consecutive 12-month period of time.
4. The last paragraph of Paragraph XV of the Agreement is hereby
deleted in its entirety and replaced with the following provisions:
Upon a Change of Control, the Insured shall be one hundred
percent (100%) vested in the benefits promised in this
Agreement and, therefore, upon the death of the Insured, the
Insured's beneficiary(ies) (designated in accordance with
Paragraph III) shall receive the death benefit provided herein
as if the Insured had died while employed by the Bank (see
Subparagraphs VI(A) and (B)).
5. The Agreement shall remain otherwise in full force and effect and
unchanged.
In witness whereof, the parties hereto have executed this Amended Life
Insurance Endorsement Method Split Dollar Plan as of the effective date set
forth above.
[SIGNATURES OMITTED]
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