Exhibit (10)(vi)
SUPPLEMENTAL INCOME AGREEMENT
AGREEMENT entered into as of the first day of October, 1985 between Home
Savings and Loan Association, a domestic Corporation having its principal office
in Albemarle, NC (hereinafter referred to as the Company) and Xxxxxx Xxxxxx
Xxxxxxx of Albemarle, North Carolina (hereinafter referred to as the Employee).
WITNESSETH:
WHEREAS the Employee has been employed by the Company since 4/22/74 and is
now employed in the capacity of Executive Vice President; and,
WHEREAS, the performance of the Employee is such that assurance of his
continued services is essential to the future growth and profits of the Company;
and,
WHEREAS, the Company desires to retain the services of the Employee, and
realizes that if the Employee were to leave the Company it would suffer a
substantial financial loss; and,
WHEREAS, the Employee is willing to continue in the employ of the Company
if the Company will agree to pay to the Employee or his designees certain
benefits in accordance with the provisions and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto mutually agree as follows:
1. Remuneration: During the period of the Employee's employment with the
------------
Company, the Company will pay the Employee for services to be rendered:
A. Cash amounts at rates and times mutually agreed upon; and,
B. Additional amounts, payment of which will be deferred pursuant to
the terms hereinafter set forth.
2. Retirement Benefit: Upon attainment of the first day of the month
------------------
following the employee's 65th birthday, the Company will commence to
pay him $861 per month for a continuous period of 180 months. However,
any amount payable under this Section shall be reduced by any
disability payments already paid under Section 4 of this agreement. In
the event that the Employee shall die after becoming entitled to
receive said monthly installments but before any or all of said
installments have been paid, the Company will pay or will continue to
pay said installments to such beneficiary or beneficiaries as the
Employee has directed by filing with the Company a notice in writing.
In the event of the death of the last named beneficiary before all
unpaid payments have been made, the balance of any amount which remains
unpaid at said death shall be commuted on the basis of 9 percent per
annum compound interest and shall be paid in a single sum to the
executor or administrator of the estate
of the last named beneficiary to die. In the absence of any such
beneficiary designation, any amount remaining unpaid at the Employee's
death shall be commuted on the basis of 9 percent per annum compound
interest and shall be paid in a single sum to the executor or
administrator of the Employee's estate.
3. Death Benefit: Should the Employee die while in the employment of the
-------------
Company and prior to the attainment of the first day of the month
following his 65th birthday, the Company (beginning at a date to be
determined by the Company but within six months from the date of such
death) will commence to pay $861 per month for a continuous period of
180 months to such beneficiary or beneficiaries as the Employee has
directed by filing with the Company a notice in writing. However, any
amount payable under this Section shall be reduced by any disability
payments already paid under Section 4 of this agreement. Irrespective
of the above, however, if the Employee dies as a result of suicide
within two years of the execution of this Agreement, no death benefit
shall be payable. In the event of the death of the last named
beneficiary before all the unpaid payments have been made, the balance
of any amount which remains unpaid at said death shall be commuted on
the basis of 9 percent per annum compound interest and shall be paid in
a single sum to the executor or administrator of the estate of the last
named beneficiary to die. In the absence of any such beneficiary
designation, any amount remaining unpaid at the Employee's death shall
be commuted on the basis of 9 percent per annum compound interest and
shall be paid in a single sum to the executor or administrators of the
Employee's estate.
4. Disability Benefit:
-------------------
A. If the Employee shall become disabled-(as defined in paragraph B of
this Section 4) prior to the attainment of his 65th birthday and
prior to his termination of employment, the Company shall commence
to pay him $861 per month for a continuous period of 180 months. In
the event that the Employee should die after becoming entitled to
receive said monthly installments but before any or all of said
installments have been paid, the Company will pay or will continue
to pay said installments to such beneficiary or beneficiaries as
the Employee has directed by filing with the Company a notice in
writing. In the event of the death of the last named beneficiary
before all the unpaid payments have been made, the balance of any
amount which remains unpaid at said death shall be commuted on the
basis of 9 percent per annum compound interest and shall be paid in
a single sum to the executor or administrator of the estate of the
last named beneficiary to die. In the absence of any such
beneficiary designation, any amount remaining unpaid at the
Employee's death shall be commuted on the basis of 9 percent per
annum compound interest and shall be paid in a single sum to the
executor or administrator of the Employee's estate.
B. The Employee shall be considered disabled for the purposes of this
Agreement if he is unable to perform the duties of his position for
a continuous period of 6 months or more. During such 6 month
period, the Employee must be under the regular care of a State
licensed medical doctor (M.D.) or osteopathic physician (D.O.). For
the purposes of this Section, or any other Section relating to
disability, if there is any dispute between the parties as to the
Employee's physical or mental disability, the question shall be
settled by the opinion of a medical doctor or osteopathic physician
licensed by the state in which this Agreement is signed and who is
selected by the mutual consent of the parties to this Agreement or
their representatives. If the parties cannot agree within ten days
after a written request for the designation of an examining
physician is made by either party to the other, then the examining
physician shall be designated by the then President of the Stanly
County Medical Society. Certification of that physician as to the
matter in dispute shall be final and binding upon the parties.
5. Early Retirement Benefit: In event the Employee's employment with the
------------------------
Company terminates for any reason other than disability, death, or the
attainment of his 65th birthday, and on such termination date the
employee has 30 years of employment with the Company, the employee
shall be entitled to the monthly income stipulated in Section 2 of this
Agreement, reduced by 4% for each year the employee is younger than age
65 when such income begins. Such payments shall begin on a date to be
determined by the Company, but within six months from the date of
termination. However, any amount payable under this Section shall be
reduced by any disability payments already paid under Section 4 of this
Agreement. In the event that the Employee shall die after becoming
entitled to receive said monthly installments but before any or all of
said installments have been paid, the Company will pay or will continue
to pay said installments to such beneficiary or beneficiaries as the
Employee has directed by filing with the Company a notice in writing.
In the event of the death of the last named beneficiary before all
unpaid payments have been made, the balance of any amount which remains
unpaid at said death shall be commuted on the basis of 9 percent per
annum compound interest and shall be paid in a single sum to the
executor or administrator of the estate of the last named beneficiary
to die. In the absence of any such beneficiary designation, any amount
remaining unpaid at the Employee's death shall be commuted on the basis
of 9 percent per annum compound interest and shall be paid in a single
sum to the executor or administrator of the Employee's estate.
6. Forfeiture Provisions:
----------------------
A. During the period the retirement benefit is payable to the Employee
under Section 2 or Section 5 of this Agreement, the Employee shall
not engage in business activities in Stanly County North Carolina
which are in competition with the Company without first obtaining
the written consent of the Company.
B. During the period the retirement benefit is payable to the Employee
under Section 2 or Section 5 of the Agreement, the Employee shall
be available to render consulting services to the Company upon
request by an officer of the Company, but such requests shall not
be made more frequently than once each month. The Employee shall
not be considered to have breached this condition if he is unable
to consult because of his mental or physical disability.
C. Payment of the retirement benefit under this Agreement may be
terminated by the Company, if the Employee fails to comply with
either of the conditions set forth in paragraph (A) and (B) of this
Section 6.
7. General Provisions:
------------------
A. Except as otherwise provided by this Agreement, it is agreed that
neither the Employee, nor his beneficiary shall have any right to
commute, sell, assign, transfer or otherwise convey the right to
receive any payments hereunder, which payments and the right
thereto are expressly declared to be nonassignable and
nontransferable.
B. The benefits payable under this Agreement shall be independent of,
and in addition to, any other employment agreements that may exist
from time to time between the parties hereto, concerning any other
compensation payable by the Company to the Employee whether as
salary, bonus, or otherwise. This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor
shall any provision hereof restrict the right of the Company to
discharge the Employee or restrict the right of the Employee to
terminate his employment.
C. The rights of the Employee under this Agreement and of any
beneficiary of the Employee shall be solely those of an unsecured
creditor of the Company. Any asset acquired by the Company in
connection with the liabilities assumed by it hereunder, shall not
be deemed to be held under any trust for the benefit of the
Employee or his beneficiaries or to be considered security for the
performance of the obligations of the Company but shall be, and
remain, a general unpledged, unrestricted asset of the Company.
D. The Company hereby reserves the right to accelerate the payments
specified in Sections 2, 3, 4 and 5 above without the consent of
the Employee, his estate, beneficiaries, or any other person
claiming through or under him.
E. The Company agrees that it will not merge or consolidate with any
other Company or organization, or permit its business activities to
be taken over by any other organization unless and until the
succeeding or continuing Company or other organization shall
expressly assume the rights and
obligations of the Company herein set forth. The Company further
agrees that it will not cease its business activities or terminate
its existence, other than as heretofore set forth in the Section,
without having made adequate provision for the fulfilling of its
obligations hereunder.
F. This Agreement may be revoked or amended in whole or in part by a
writing signed by both of the parties hereto.
G. This Agreement shall be subject to and construed under the laws of
the State of North Carolina.
IN WITNESS THEREOF, the said Company has caused this 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 said Employee has hereunto
set his hand and seal, all on the day and year first above written.
ATTEST: HOME SAVINGS AND LOAN ASSOCIATION,
ALBEMARLE, NC
/s/ Xxxxxx X. Xxxxxx By /s/ Xxxx X. Xxxx, President (Seal)
--------------------------------- -------------------------------
WITNESS:/s/ Xxxxx Xxxx, Xx. /s/ R. Xxxxxx Xxxxxxx (Seal)
------------------------- -------------------------------
(The Employee)
BENEFICIARY DESIGNATION FORM
As Beneficiary to receive any death benefits payable on my behalf from Home
Savings and Loan Association, Albemarle, NC, I designate the following:
NAME DATE OF BIRTH ADDRESS RELATIONSHIP
---- ------------- ------- ------------
PRIMARY:
-------
Xxxx X. Xxxxxxx 10/13/49 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, XX Wife
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CONTINGENT, If Any:
Xxxx Xxxxxx Xxxxxxx 3/14/71 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, XX Daughter
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Xxxxxx Xxxxx Xxxxxxx 7/19/76 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, XX Daughter
------------------------------------------------------------------------------------
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(Note: If more than one primary beneficiary is named, the benefit will be paid
in equal shares to those living. Should the contingent beneficiaries be eligible
to receive the benefits, such benefits will be paid in equal shares to such
living contingent beneficiaries. If none of the designated beneficiaries are
living at such time as the death benefit is payable, such benefit will be paid
to the Executor or the Administrator of your Estate.)
Name of Spouse if not given above:
---------------------------------------------
/s/ Xxxxx Xxxx, Xx. /s/ Xxxxxx Xxxxxx Xxxxxxx
--------------------------------- ----------------------------------------
Witness Signature of Employee
October 1, 1985
----------------------------------------
Date
Note: The original should be retained by the Company and one copy by the
Employee.
SUPPLEMENTAL INCOME AGREEMENT
AGREEMENT entered into as of the first day of October, 1985 between Home
Savings and Loan Association , a domestic Corporation having its principal
office in Albemarle, NC (hereinafter referred to as the Company) and Xxxx Xxxxxx
Xxxx of Albemarle, North Carolina (hereinafter referred to as the Employee).
WITNESSETH:
WHEREAS the Employee has been employed by the Company since 5/1/57 and is
now employed in the capacity of President; and,
WHEREAS, the performance of the Employee is such that assurance of his
continued services is essential to the future growth and profits of the Company;
and,
WHEREAS, the Company desires to retain the services of the Employee, and
realizes that if the Employee were to leave the Company it would suffer a
substantial financial loss; and,
WHEREAS, the Employee is willing to continue in the employ of the Company
if the Company will agree to pay to the Employee or his designees certain
benefits in accordance with the provisions and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto mutually agree as follows:
1. Remuneration: During the period of the Employee's employment with the
------------
Company, the Company will pay the Employee for services to be rendered:
A. Cash amounts at rates and times mutually agreed upon; and,
B. Additional amounts, payment of which will be deferred pursuant to
the terms hereinafter set forth.
2. Retirement Benefit: Upon attainment of the first day of the month
------------------
following the employee's 65th birthday, the Company will commence to
pay him $1,200 per month for a continuous period of 180 months.
However, any amount payable under this Section shall be reduced by any
disability payments already paid under Section 4 of this agreement. In
the event that the Employee shall die after becoming entitled to
receive said monthly installments but before any or all of said
installments have been paid, the Company will pay or will continue to
pay said installments to such beneficiary or beneficiaries as the
Employee has directed by filing with the Company a notice in writing.
In the event of the death of the last named beneficiary before all
unpaid payments have been made, the balance of any amount which remains
unpaid at said death shall be commuted on the basis of 9 percent per
annum compound interest and shall be paid in a single sum to the
executor or administrator of the estate
interest and shall be paid in a single sum to the executor or
administrator of the estate of the last named beneficiary to die. In
the absence of any such beneficiary designation, any amount remaining
unpaid at the Employee's death shall be commuted on the basis of 9
percent per annum compound interest and shall be paid in a single sum
to the executor or administrator of the Employee's estate.
3. Death Benefit: Should the Employee die while in the employment of the
-------------
Company and prior to the attainment of the first day of the month
following his 65th birthday, the Company (beginning at a date to be
determined by the Company but within six months from the date of such
death) will commence to pay $ 1,200 per month for a continuous period
of 180 months to such beneficiary or beneficiaries as the Employee has
directed by filing with the Company a notice in writing. However, any
amount payable under this Section shall be reduced by any disability
payments already paid under Section 4 of this agreement. Irrespective
of the above, however, if the Employee dies as a result of suicide
within two years of the execution of this Agreement, no death benefit
shall be payable. In the event of the death of the last named
beneficiary before all the unpaid payments have been made, the balance
of any amount which remains unpaid at said death shall be commuted on
the basis of 9 percent per annum compound interest and shall be paid in
a single sum to the executor or administrator of the estate of the last
named beneficiary to die. In the absence of any such beneficiary
designation, any amount remaining unpaid at the Employee's death shall
be commuted on the basis of 9 percent per annum compound interest and
shall be paid in a single sum to the executor or administrators of the
Employee's estate.
4. Disability Benefit:
-------------------
A. If the Employee shall become disabled-(as defined in paragraph B of
this Section 4) prior to the attainment of his 65th birthday and
prior to his termination of employment, the Company shall commence
to pay him $1,200 per month for a continuous period of 180 months.
In the event that the Employee should die after becoming entitled
to receive said monthly installments but before any or all of said
installments have been paid, the Company will pay or will continue
to pay said installments to such beneficiary or beneficiaries as
the Employee has directed by filing with the Company a notice in
writing. In the event of the death of the last named beneficiary
before all the unpaid payments have been made, the balance of any
amount which remains unpaid at said death shall be commuted on the
basis of 9 percent per annum compound interest and shall be paid in
a single sum to the executor or administrator of the estate of the
last named beneficiary to die. In the absence of any such
beneficiary designation, any amount remaining unpaid at the
Employee's death shall be commuted on the basis of 9 percent per
annum compound interest and shall be paid in a single sum to the
executor or administrator of the Employee's estate.
B. The Employee shall be considered disabled for the purposes of this
Agreement if he is unable to perform the duties of his position for
a continuous period of 6 months or more. During such 6 month
period, the Employee must be under the regular care of a State
licensed medical doctor (M.D.) or osteopathic physician (D.O.). For
the purposes of this Section, or any other Section relating to
disability, if there is any dispute between the parties as to the
Employee's physical or mental disability, the question shall be
settled by the opinion of a medical doctor or osteopathic physician
licensed by the state in which this Agreement is signed and who is
selected by the mutual consent of the parties to this Agreement or
their representatives. If the parties cannot agree within ten days
after a written request for the designation of an examining
physician is made by either party to the other, then the examining
physician shall be designated by the then President of the Stanly
County Medical Society. Certification of that physician as to the
matter in dispute shall be final and binding upon the parties.
5. Early Retirement Benefit: In event the Employee's employment with the
------------------------
Company terminates for any reason other than disability, death, or the
attainment of his 65th birthday, and on such termination date the
employee has 30 years of employment with the Company, the employee
shall be entitled to the monthly income stipulated in Section 2 of this
Agreement, reduced by 4% for each year the employee is younger than age
65 when such income begins. Such payments shall begin on a date to be
determined by the Company, but within six months from the date of
termination. However, any amount payable under this Section shall be
reduced by any disability payments already paid under Section 4 of this
Agreement. In the event that the Employee shall die after becoming
entitled to receive said monthly installments but before any or all of
said installments have been paid, the Company will pay or will continue
to pay said installments to such beneficiary or beneficiaries as the
Employee has directed by filing with the Company a notice in writing.
In the event of the death of the last named beneficiary before all
unpaid payments have been made, the balance of any amount which remains
unpaid at said death shall be commuted on the basis of 9 percent per
annum compound interest and shall be paid in a single sum to the
executor or administrator of the estate of the last named beneficiary
to die. In the absence of any such beneficiary designation, any amount
remaining unpaid at the Employee's death shall be commuted on the basis
of 9 percent per annum compound interest and shall be paid in a single
sum to the executor or administrator of the Employee's estate.
6. Forfeiture Provisions:
----------------------
A. During the period the retirement benefit is payable to the Employee
under Section 2 or Section 5 of this Agreement, the Employee shall
not engage in business activities in Stanly County North Carolina
which are in competition with the Company without first obtaining
the written consent of the Company.
B. During the period the retirement benefit is payable to the Employee
under Section 2 or Section 5 of the Agreement, the Employee shall
be available to render consulting services to the Company upon
request by an officer of the Company, but such requests shall not
be made more frequently than once each month. The Employee shall
not be considered to have breached this condition if he is unable
to consult because of his mental or physical disability.
C. Payment of the retirement benefit under this Agreement may be
terminated by the Company, if the Employee fails to comply with
either of the conditions set forth in paragraph (A) and (B) of this
Section 6.
7. General Provisions:
------------------
A. Except as otherwise provided by this Agreement, it is agreed that
neither the Employee, nor his beneficiary shall have any right to
commute, sell, assign, transfer or otherwise convey the right to
receive any payments hereunder, which payments and the right
thereto are expressly declared to be nonassignable and
nontransferable.
B. The benefits payable under this Agreement shall be independent of,
and in addition to, any other employment agreements that may exist
from time to time between the parties hereto, concerning any other
compensation payable by the Company to the Employee whether as
salary, bonus, or otherwise. This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor
shall any provision hereof restrict the right of the Company to
discharge the Employee or restrict the right of the Employee to
terminate his employment.
C. The rights of the Employee under this Agreement and of any
beneficiary of the Employee shall be solely those of an unsecured
creditor of the Company. Any asset acquired by the Company in
connection with the liabilities assumed by it hereunder, shall not
be deemed to be held under any trust for the benefit of the
Employee or his beneficiaries or to be considered security for the
performance of the obligations of the Company but shall be, and
remain, a general unpledged, unrestricted asset of the Company.
D. The Company hereby reserves the right to accelerate the payments
specified in Sections 2, 3, 4 and 5 above without the consent of
the Employee, his estate, beneficiaries, or any other person
claiming through or under him.
E. The Company agrees that it will not merge or consolidate with any
other Company or organization, or permit its business activities to
be taken over by any other organization unless and until the
succeeding or continuing Company or other organization shall
expressly assume the rights and
obligations of the Company herein set forth. The Company further
agrees that it will not cease its business activities or terminate
its existence, other than as heretofore set forth in the Section,
without having made adequate provision for the fulfilling of its
obligations hereunder.
F. This Agreement may be revoked or amended in whole or in part by a
writing signed by both of the parties hereto.
G. This Agreement shall be subject to and construed under the laws of
the State of North Carolina.
IN WITNESS THEREOF, the said Company has caused this 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 said Employee has hereunto
set his hand and seal, all on the day and year first above written.
ATTEST: HOME SAVINGS AND LOAN ASSOCIATION,
ALBEMARLE, NC
/s/ Xxxxxx X. Xxxxxx By /s/ Xxxx X. Xxxx, President (Seal)
---------------------------- ----------------------------------
WITNESS: /s/ Xxxxx Xxxx, Xx. /s/ Xxxx X. Xxxx (Seal)
------------------- -------------------------------------
(The Employee)
BENEFICIARY DESIGNATION FORM
As Beneficiary to receive any death benefits payable on my behalf from Home
Savings and Loan Association, Albemarle, NC, I designate the following :
NAME DATE OF BIRTH ADDRESS RELATIONSHIP
---- ------------- ------- ------------
PRIMARY:
-------
Xxxxx X. Xxxx 12/10/27 X.X. Xxx 000, Xxxxxxxxx, X.X. Wife
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CONTINGENT, If Any:
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(Note: If more than one primary beneficiary is named, the benefit will be paid
in equal shares to those living. Should the contingent beneficiaries be eligible
to receive the benefits, such benefits will be paid in equal shares to such
living contingent beneficiaries. If none of the designated beneficiaries are
living at such time as the death benefit is payable, such benefit will be paid
to the Executor or the Administrator of your Estate.)
Name of Spouse if not given above:
----------------------------------------------
/s/ Xxxxx Xxxx, Xx. /s/ Xxxx X. Xxxx
------------------------------- -----------------------------------
Witness Signature of Employee
October 1, 1985
-----------------------------------
Date
Note: The original should be retained by the Company and one copy by the
Employee.
FIRST AMENDMENT
TO
XXXX XXXXXX XXXX'X SUPPLEMENTAL INCOME AGREEMENT
-------------------------------------------------
This First Amendment to this "Agreement" entered into by Home Savings &
Loan Association, hereafter referred to as "Company" and Xxxx Xxxxxx Xxxx,
hereafter referred to as "Employee", is made this 20th day of May , 1991.
-----
WITNESSETH
----------
WHEREAS, Home Savings & Loan Association (Company), in Albemarle, North
Carolina, entered into a non-qualified Supplemental Income Agreement (Agreement)
on October 1, 1985 with Xxxx Xxxxxx Xxxx (Employee); and
WHEREAS, the Board of Directors of the Company have by appropriate
resolution authorized the amendment of this Agreement to be effective April 1,
1991. The following sections of this Agreement are amended as follows:
Section 2, Retirement Benefit. The first sentence of this Section 2 is
------------------
deleted and the following is substituted:
"Upon the later of (i) the Employee's 62nd birthday, or (ii) his
actual retirement, the Company will commence to pay the Employee
$1,200 per month for a continuous period of 216 months"
Section 3, Death Benefit. The first sentence of this Section 3 is deleted
--------------
and the following is substituted:
"Should the Employee die while in the employment of the Company and
prior to the later of the attainment of the first day of the month
following his 62nd birthday or the commencement of the retirement
benefit payable in Section 2 above, the Company (beginning at a date
to be determined by the Company but within six months from the date of
such death) will commence to pay $1,200 per month for a continuous
period of 216 months to such beneficiary or beneficiaries as the
Employee has directed by filing with the Company a notice in writing."
Section 4, Disability Benefit - Subsection A. The first sentence of Section
-------------------
4A is deleted and the following is substituted:
"If the Employee shall become disabled (as defined in paragraph B of
this Section 4) prior to the attainment of his 62nd birthday and prior
to his termination of employment, the Company shall commence to pay
him $1,200 per month for a continuous period of 216 months."
Section 5, Early Retirement Benefit. In the first sentence of this Section
--------------------------
5, the term "65th birthday" is replaced by the term "62nd birthday" in both
places in this first sentence.
IN WITNESS WHEREOF, the Company has caused this Agreement to be amended and
signed in its Corporate name by its duly authorized officer and attested its
Secretary, and said Employee has hereunto set his hand and seal, on 20th day of
May , 1991.
(SEAL) HOME SAVINGS & LOAN ASSOCIATION
Albemarle, North Carolina
By: /s/ R. Xxxxxx Xxxxxxx, Exec. Vice President
---------------------------------------------
ATTEST:
/s/ Xxxxxx X. Xxxxxx
---------------------------
SECRETARY
EMPLOYEE:
/s/ Xxxxxx X. Xxxxxx /s/ Xxxx X. Xxxx
------------------------- ------------------------------------------------
Witness Xxxx X. Xxxx
