EXHIBIT 10.15
AGREEMENT
THIS AGREEMENT is made and entered into this 23rd day of March, 1998,
by and between Mercantile Bank ("Mercantile"), and SunTrust Bank, Nature Coast
("SunTrust"), and is made with reference to the following:
Mercantile is a State Bank, having trust powers and authorized to act
as a corporate fiduciary in the State of Florida. Mercantile no longer wishes to
act as fiduciary on individual fiduciary accounts but does wish to keep its
charter for other fiduciary purposes. SunTrust is a State Bank, having trust
powers, authorized to act as a corporate fiduciary in the State of Florida,
current doing business and providing trust services in Pasco, Hernando, and
Citrus Counties.
SunTrust wishes to acquire from Mercantile and Mercantile wishes to
transfer to SunTrust the right to be substituted as the fiduciary of those
fiduciary accounts for which Mercantile is presently the fiduciary. SunTrust
wishes to acquire and Mercantile wishes to transfer and assign to SunTrust any
and all nominations of Mercantile as Personal Representative, Co-Personal
Representative, Trustee, Co-Trustee, Successor Trustee, or Successor Co-Trustee
in any document presently held by Mercantile in which Mercantile is nominated as
said fiduciary.
SunTrust also wishes to solicit prospective fiduciary nominations and
appointments in documents held by Mercantile that currently appoint Mercantile
in a fiduciary capacity and Mercantile wishes to cooperate in attempting to
procure SunTrust's substitution as fiduciary in any document currently held in
Mercantile's Will and Deferred Trust files, and now, therefore, in consideration
of the mutual promises and covenants set forth herein Mercantile and SunTrust
hereby agree as follows:
1. SunTrust agrees to pay to Mercantile ("Purchase Price") an amount
equal to 2.30 times the annual fees currently being collected by Mercantile on
each fiduciary account listed on Attachment A that is transferred or assigned
from Mercantile to SunTrust as Trustee, Co-Trustee, or any other fiduciary
capacity. The fee for each account that is transferred from Mercantile to
SunTrust will be calculated by applying Mercantile's previously provided fee
schedule to the assets and income of each such fiduciary account at the time
that it is transferred from Mercantile to SunTrust. Mercantile will undertake to
use its best efforts, where necessary, to encourage those parties-in-interest in
fiduciary accounts to transfer those accounts to SunTrust and Mercantile will
provide reasonable assistance in the transfer process. The purchase price as
hereinabove described, will be paid to Mercantile by SunTrust within thirty days
after the assets of an account that is transferring from Mercantile to SunTrust
are received by SunTrust in deliverable form.
2. In order to facilitate the transfer of the accounts from Mercantile
to SunTrust, SunTrust will offer a ten percent discount to its normal market
value fee schedule to fiduciary accounts or parties-in-interest that are
affected by the transfer for a period of two years and SunTrust will also offer
a discount of $120 to its normal base fee to such accounts for the same two year
period.
3. Mercantile's trust employees will remain at their present location
until May 15, 1998. Mercantile will transfer to SunTrust all applicable account
records, files, and assets at the time the accounts are transferred from
Mercantile to SunTrust.
4. Mercantile, to the extent allowed by law, hereby assigns and
transfers to SunTrust all rights and interest that it may have to any Xxxxx or
Deferred Trusts that appoint Mercantile as Personal Representative, Co-Personal
Representative, Trustee, Co-Trustee, Successor Trustee, or Successor Co-Trustee.
Mercantile shall cooperate with SunTrust in attempting to obtain the
substituted nomination of SunTrust in any prospective fiduciary appointments
(hereinafter referred to as prospective appointments), held in any document in
Mercantile's "Will and Deferred Trust files" and Mercantile shall deliver such
file upon said substitution.
The term "prospective fiduciary appointment" means nomination of
Mercantile in a fiduciary capacity in any documents held by Mercantile which has
not come to fruition but in which Mercantile is nominated as Personal
Representative, Co-Personal Representative, Successor Co-Personal
Representative, Trustee, Co-Trustee, Successor Trustee, or Successor Co-Trustee.
5. This Agreement represents an exclusive arrangement between
Mercantile and SunTrust. Mercantile agrees that it will not enter into any
agreement with any other bank, trust company, national association, nor
individual for the transfer and assignment of any documents currently held in
Mercantile's "Will and Deferred Trust files" nor any fiduciary accounts
currently under fiduciary administration by Mercantile.
6. Upon completion of the transfers referred to herein, Mercantile
agrees to cease providing individual fiduciary services in Pasco County,
Florida.
7. The signing of this agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
8. Mercantile has no knowledge of any contingent liabilities relating
to the accounts listed on Attachment A.
9. Any notice or any other communication regarding this agreement
should be addressed to:
To SunTrust: Xxxxxx X. Xxxxxxx
Executive Vice President and
Senior Trust Officer
SunTrust Bank, Nature Coast
Xxxx Xxxxxx Xxx 000
Xxxxxxxxxxx, Xxxxxxx 00000-0000
To Mercantile: Xxxxx X. Xxxxxx
Executive Vice President
Mercantile Bank
Xxxx Xxxxxx Xxx 00000
Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
10. Any controversy or claim arising out of or relating to this
agreement will be settled by arbitration in accordance with the rules of the
American Arbitration Association and judgment on the arbitration award may be
entered in any court of competent jurisdiction.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date hereinabove set forth.
MERCANTILE BANK
ATTEST:
By: /s/ XXXXX X. XXXXXX
/s/ XXX X. XXXXXXXXX ----------------------------
----------------------- XXXXX X. XXXXXX
Xxx X. Xxxxxxxxx Title: Executive Vice President
SUNTRUST BANK, NATURE COAST
ATTEST:
By: /s/ XXXXXX X. XXXXXXX
--------------------------
XXXXXXX. XXXXXXX
/s/ XXXXXXX X. XXXXXX
-----------------------
Xxxxxxx X. Xxxxxx
Vice President and Trust Officer
Title: Executive Vice President and
Senior Trust Officer
