EXHIBIT 10(b)
SPLIT DOLLAR INSURANCE AGREEMENT
between
21ST CENTURY INSURANCE GROUP
and
XXXXXXX X. XXXXX,
AS TRUSTEE OF THE 1983 XXXXXX INSURANCE TRUST
SPLIT DOLLAR INSURANCE
AGREEMENT
This Agreement is made as of July 15, 1983, between TWENTIETH CENTURY
INDUSTRIES, INC., a California corporation ("Corporation"), and XXXXXXX X.
XXXXX, Trustee of the 1983 Xxxxxx Insurance Trust ("Owner"), with reference to
the following facts:
A. Owner is the Trustee of a trust for the principal benefit of the children
of XXXXX X. XXXXXX, an employee of the Corporation ("Employee").
B. Owner owns the following life insurance policy on the lives of XXXXX X.
XXXXXX and XXXXXXX X. XXXXXX, payable upon the death of the survivor of them:
Phoenix Mutual Life Insurance Company, Policy 2255346 ("Policy"). Such insurance
company and any other company issuing a policy of insurance which shall be
subject to this Agreement shall be referred to as an "Insurer". From time to
time, Owner may acquire additional insurance on the life of XXXXX X. XXXXXX and
XXXXXXX X. XXXXXX, or either of them, and the Corporation may assist Owner in
carrying such additional insurance. Any such additional insurance shall be
scheduled on a rider to this Agreement, and shall be subject to all of the terms
of this Agreement.
C. In view of XXXXX X. XXXXXX'X extraordinary services to the Corporation
over many years, the Corporation desires to assist Owner in carrying insurance
on the lives of XXXXX X. XXXXXX and XXXXXXX X. XXXXXX upon the terms and
conditions set forth in this Agreement.
THEREFORE, the parties to this Agreement agree as follows:
1. Owner shall continue to be the owner of the Policy, and Owner may
exercise all ownership rights granted to the Owner by the terms of the Policy,
except as provided in this Agreement.
2. The Corporation shall pay the entire premium on the Policy to the Insurer
on the due date of the premium. The Corporation's interest in the Policy shall
be as provided in this Agreement, and Owner agrees to execute and deliver a
collateral assignment of the Policy to the Corporation upon the execution of the
Agreement. The assignment shall be security for the repayment of the
Corporation's interest in the Policy. The obligation of the Corporation to pay
premiums on the Policy shall begin as of June 30, 1983 or thereabouts, and shall
continue until four consecutive annual premiums (including the first premium) on
the Policy have been paid, whether or not Employee continues to be employed by
the Corporation. Owner shall pay all premiums due on said policy, beginning with
the fifth premium, so long as Owner shall desire to have the Policy continue in
force, and Owner shall have the power to borrow against the Policy for this
purpose.
3. The rights of the Corporation and of the Owner with respect to policy
loans shall be as follows:
(a) Corporation shall not have the right to borrow against the Policy.
(b) Owner may exercise any loan privileges under the Policy.
(c) Owner shall pay any interest due on any
Loan made by Owner in addition to any other payments required to be paid
pursuant to this Agreement.
4. Corporation's obligations hereunder shall continue until the death of the
survivor of the two named insureds, unless during his lifetime XXXXX X. XXXXXX
shall compete with the Corporation in any business now conducted by the
Corporation, either individually, or as an officer, employee or otherwise of any
other entity.
5. Upon written request made by Owner to the Corporation, the corporation
shall add any riders to the Policy selected by Owner for the benefit of Owner.
Any additional premium for any rider selected by Owner which is added to the
Policy shall be paid by the Owner.
6. Upon the death of the survivor of the insureds with respect to whom this
Agreement shall be in effect, or upon the earlier surrender of the Policy by the
owner, this Agreement shall terminate and the Corporation shall receive pursuant
to the collateral assignment, an amount equal to the lesser of (a) the cash
surrender value of the policy from time to time, and (b) the aggregate premiums
paid by the Corporation pursuant to this Agreement, less one-half of the portion
thereof treated as compensation for federal income tax purposes. The balance of
such proceeds shall be paid to the beneficiary or beneficiaries designated by
Owner in the beneficiary provision endorsed on the Policy.
7. Corporation agrees that during the lifetime of either insured, and while
this Agreement shall be in effect, it will not exercise any of its rights as
collateral assignee without the consent of Owner.
8. This Agreement shall terminate upon the death of the survivor of the
insureds or upon the earlier surrender of the Policy by Owner, at which time the
Corporation shall be entitled to receive the amount provided in paragraph 6 of
this Agreement.
9. Corporation shall have possession of the Policy during the period that
Owner shall be obligated to the Corporation, but Corporation shall make the
Policy available to Owner and to the Insurer whenever necessary to endorse
changes of beneficiaries on the Policy.
10. Owner shall have the sole right to exercise all rights granted to Owner
under the Policy, subject to the collateral assignment to Corporation. If the
Policy is surrendered or cancelled by Owner, Owner shall receive the surrender
value of the Policy on behalf of the Corporation with respect to the amount
which the Corporation would be entitled to receive pursuant to Paragraph 6 of
this Agreement (which shall in no event exceed the surrender value of the
Policy). It is agreed that the Insurer may draw a check payable in that amount
to Corporation. It is the purpose of this Paragraph to specifically provide that
the sole and exclusive right to surrender or cancel the Policy is vested in
Owner, and Corporation agrees that it shall take no action which might impair or
defeat Owner's interest in the Policy.
11. In no event shall the Insurer be considered a party to this Agreement
nor to any modifications or amendment of this Agreement, nor to any supplement
to this Agreement. Payment or other performance of its obligations in accordance
with the terms of the Policy shall fully discharge the Insurer from any and all
liability under the Policy. No Insurer shall be obligated to inquire as to the
distribution or application of any amounts payable or paid by it under the
Policy.
12. If this Plan is subject to the Employee Retirement Income Security Act
of 1974 (ERISA), Corporation is the "named fiduciary of the Split-Dollar Life
Insurance Plan for which this Agreement is hereby designated the written plan
instrument.
13. This Agreement shall be subject to and be construed under the laws of
the State of California in force from time to time.
14. This Agreement shall be binding on the parties to it and their
successors in interest or assigns, including, but not limited to, a successor in
interest to Corporation by merger, consolidation or otherwise.
The parties have signed this Agreement as of July 15, 1983, at Los Angeles,
California.
TWENTIETH CENTURY INDUSTRIES, INC.
By /s/ G. Xxxxxx Xxxxxxxx
------------------
By /s/ X. Xxxxxxxxx
------------
/s/ Xxxxxxx X. Xxxxx
----------------
XXXXXXX X. XXXXX Trustee of
the 1983 Xxxxxx Insurance Trust
ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL
A. For value received XXXXXXX X. XXXXX, Trustee of the 1983 Xxxxxx Insurance
Trust ("Owner"), hereby assigns to TWENTIETH CENTURY INDUSTRIES, INC.
("Assignee"), Policy No. 2255346, issued by Phoenix Mutual Life Insurance
Company ("Insurer"), and any supplementary contracts issued in connection
therewith which become subject to the Agreement ("Policy", upon XXXXX X. XXXXXX
and XXXXXXX X. XXXXXX'X lives, subject to all the terms and conditions of the
Policy, to all superior liens, if any, which the Insurer may have against the
Policy, and to the Agreement dated as of July 15, 1983 ("Agreement"), between
the Assignee and Owner. Owner by this instrument agrees, and Assignee by the
acceptance of this assignment agrees, to the conditions and provisions herein
set forth.
B. This assignment is made and the policy is to be held as collateral
security for any and all liabilities to the Assignee that may hereafter arise
pursuant to the Agreement ("Liabilities").
C. Assignee agrees with Owner as follows:
1. That any balance of sums received hereunder from the Insurer remaining
after payment of the then existing Liabilities, matured or unmatured, and after
payment of any other amounts due to Assignee pursuant to this Agreement, shall
be paid by Assignee to the persons entitled thereto under the terms of the
Policy had this assignment not been executed;
2. That Assignee will upon request forward to the Insurer without
unreasonable delay the Policy for endorsement of any designation or change of
beneficiary or any election of an optional mode of settlement.
D. The Insurer is hereby authorized to recognize Assignee's claims to rights
hereunder without investigating the reason or any action taken by Assignee, or
the validity or the amount of the Liabilities or the existence of any default
therein, or the application to be made by Assignee of any amounts to be paid to
Assignee. The sole signature of Assignee shall be sufficient for the exercise of
any rights under the Policy assigned hereby and the sole receipt of Assignee for
any sums received shall be a full discharge and release therefor to the Insurer.
Checks for all or any part of the sums payable under the Policy and assigned
herein, shall be drawn to the exclusive order of Assignee if, when, and in such
amounts as may be requested by Assignee.
E. Assignee may take or release other security, may release any party
primarily or secondarily liable for any of the Liabilities, may grant
extensions, renewals, or indulgences with respect to the Liabilities, or may
apply to the Liabilities in such order as Assignee shall determine, the proceeds
of the Policy hereby assigned or any amount received on account of the Policy by
the exercise of any right permitted under this assignment, without resorting or
regard to other security.
F. Owner declares that no proceedings in bankruptcy are pending against it
and that its property is not subject to any assignment for the benefit of
creditors.
Executed at Los Angeles, California as of July 15, 1983.
/s/ Xxxxxxx X. Xxxxx
----------------------- ----------------
Witness in whose presence XXXXXXX X. XXXXX, Trustee of the
signed or acknowledged 0000 Xxxxxx Xxxxxxxxx Xxxxx
XXXXX XX XXXXXXXXXX )
: ss.:
COUNTY OF LOS ANGELES )
On this 26th day of July 1983, before me, the undersigned, a Notary Public
in and for said State, personally appeared XXXXXXX X. XXXXX, personally known to
me (or proved on the basis of satisfactory evidence), to be the Trustee of the
1983 Xxxxxx Insurance Trust, and known to me to be the person (or proved to me
on the basis of satisfactory evidence), who executed the within Assignment of
Life Insurance Policy as Collateral, and acknowledged that he executed the same
as such Trustee.
WITNESS my hand and official seal.
/s/ Xxxx X. Xxx Xxxxx
-----------------
Notary Public [Notarial Seal]
Notary Public in and for said State
Xxxx X. Xxx Xxxxx
AMENDMENT TO
SPLIT DOLLAR INSURANCE AGREEMENT
This Amendment to the Split Dollar Insurance Agreement dated as of July 15,
1983, between Twentieth Century Industries, Inc., a California corporation
("Corporation"), and Xxxxxxx X. Xxxxx, Trustee of the 1983 Xxxxxx Insurance
Trust (Owner"), is made as of April 1, 1987, with reference to the following
facts:
A. In view of Xxxxx X. Xxxxxx'x continuing extraordinary services to the
Corporation, the Corporation desires to assist Owner in continuing to carry
insurance on the lives of Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx upon the terms
of the Split Dollar Insurance Agreement, as amended by this Amendment.
B. To assist the owner in carrying such insurance, the parties desire to
amend the Split Dollar Insurance Agreement as provided in this Amendment.
Therefore, the parties to the Agreement agree as follows:
1. Paragraph 2 of the Split Dollar Insurance Agreement hereby is amended to
read as follows:
"2. The Corporation shall pay the entire premium on the Policy to the
Insurer on the due date of the premium. The Corporation's interest in the
Policy shall be as provided in this Agreement, and Owner agrees to execute
and deliver a collateral assignment of the Policy to the Corporation upon
the execution of this Agreement. The assignment shall be security for the
repayment of the Corporation's interest in the Policy. The obligation of
the Corporation to pay premiums on the Policy shall begin as of June 30,
1983 or thereabouts, and shall continue for the term provided in Paragraph
4 of this Agreement."
2. Paragraph 3 of the Split Dollar Insurance hereby is amended to read as
follows:
"3. The rights of the Corporation and of the Owner with respect to
policy loans shall be as follows:
(a) The Corporation may exercise any loan privileges under the Policy
and may xxxxxx against the Policy as follows:
(1) Beginning in Policy year five, the Corporation may borrow
each year an amount not to exceed the Annual Premium on the Policy for such
year.
(2) Beginning in Policy year eight, the Corporation may borrow
each year an amount not to exceed the Annual. Premium on the Policy for
such year, plus the' after-tax cost, determined at the Corporation's
highest marginal federal and state income tax rates, of the interest on
outstanding Policy loans made by the Corporation.
(b) Owner may exercise any loan privileges under the Policy and may borrow
against the Policy up to the total amounts that may be borrowed against the
Policy, less the amounts that the Corporation shall have the right to borrow
under subparagraph (a) of this paragraph 3 and less the amount of the premiums
paid in Policy years one through four, both inclusive.
(c) The Corporation and the Owner shall pay any interest due on any loans
made by it or him, respectively, in addition to any other payments required to
be made pursuant to this Agreement.
This Amendment is made as of April 1, 1987, at Los Angeles, California.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxx
-------------------- --------------------
Witness XXXXXXX X. XXXXX,
Trustee of the 1983 Xxxxxx
Insurance Trust
TWENTIETH CENTURY INDUSTRIES, INC.
/s/ Xxxx Xxxxxxxxxx By /s/ X. Xxxxxxxxx
------------------- -------------------
Witness
