EXHIBIT 10(j)
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
THIS AGREEMENT, effective as of the 21st day of September, 1999, by and
between SOUTHTRUST CORPORATION, a Delaware corporation (hereinafter referred to
as the "Corporation"); and Xxxxxxx Xxxxx Xxxxxx, III, as Trustee of the XXXXXX
CHILDREN'S TRUST dated the 1st day of September, 1999 (hereinafter referred to
as the "Policy Owner").
W I T N E S S E T H:
WHEREAS, Xxxxxxx X. Xxxxxx, Xx. (hereinafter referred to as the
"Employee") is employed by the Corporation; and
WHEREAS, the Employee has performed his duties ably and well, and to
the satisfaction and benefit of the Corporation; and
WHEREAS, the Corporation wishes to participate in the obtaining of life
insurance protection on the Employee's life; and
WHEREAS, the Employee wishes to obtain life insurance protection on his
life; and
WHEREAS, the Policy Owner wishes to obtain life insurance protection on
the Employee's life; and
WHEREAS, the parties desire to have a separate agreement outlining
their rights and obligations with respect to such insurance.
NOW, THEREFORE, in consideration of the mutual promises and obligations
set forth hereinafter, the parties agree as follows:
ARTICLE I.
Policy Owner is the owner of the life insurance policy or policies on
the life of the Employee as listed by the policy number on Exhibit A, attached
hereto (hereinafter referred to as the "Policy"). The Policy is the exclusive
property of the Policy Owner, who, subject to the terms of this Agreement, may
exercise all rights of ownership with respect thereto.
ARTICLE II.
A. After the execution of this Agreement, the Corporation shall
pay up to five (5) annual premiums of $1,350,900.00 per year towards the
purchase of the Policy so long the Employee is living. This payment shall be
made on or before the date the premium is due or within the grace period allowed
by the Policy for the payment of premiums and, if requested, the Corporation
shall give proof of timely payment of each premium to the Policy Owner.
Thereafter, the Corporation shall not be responsible for any additional premium
payments due under the Policy.
B. Within thirty (30) days after payment by the Corporation of
the premium due on the Policy, the Policy Owner shall remit to the Corporation
the cost of insurance coverage in the amount of the Part B proceeds (as defined
in Article VIII) payable under the Policy. The rate used to determine the cost
of such insurance shall be the economic benefit to the Policy Owner attributable
to the insurance protection on the life of the Employee based on the provisions
of Internal Revenue Service's Revenue Rulings 64-328, 66-110, 55-747, and
67-154.
C. Beginning with the eighth (6th) annual premium, any premium
due under the Policy shall be paid by withdrawal from the cash value of the
Policy. The Policy Owner is not required under this Agreement to pay any
premiums towards the purchase of the Policy but may, in
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its discretion, pay as a premium payment on the Policy any amount at any time
which the Policy Owner desires.
D. It is acknowledged by the parties that beginning with the due
date of the sixth (6th) annual premium, the Employee will be deemed to have
income for federal income tax purposes each year to the extent of the difference
between the cost of the insurance coverage in the amount of the Part B proceeds
payable under the Policy for that year and the amount, if any, of premium paid
by the Policy Owner during the year and that a gift in the amount of such income
will be deemed to be made by the Employee to the Policy Owner for federal gift
tax purposes.
ARTICLE III.
The Policy Owner shall collaterally assign the Policy to the
Corporation pursuant to the terms of this Agreement as security for the
repayment by the Policy Owner of certain amounts due to the Corporation as
provided in Article VII and Article VIII of this Agreement. The security
interest of the Corporation shall be limited to an amount equal to the cash
surrender value of the Policy, as reduced by any Policy loans.
ARTICLE IV.
During the term of this Agreement, the Policy Owner shall cause the
total death benefit payable under the Policy to be an amount not less than the
sum of the face amount of the Policy plus the lesser of (i) the accumulation
value of the Policy (determined without regard to applicable surrender charges)
and (ii) the aggregate unreimbursed amounts paid by the Corporation for the
premiums on the Policy.
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ARTICLE V.
Should either of the parties to this Agreement deem it desirable,
application may be made for supplemental agreements or riders to be attached to
the Policy. All ownership rights with respect to any such agreements or riders
shall be held by the party making application therefore. Any additional premiums
shall be allocated to and paid by the owner of the agreement or rider. The
proceeds from such agreements or riders shall be payable to the owner thereof.
ARTICLE VI.
The Policy Owner shall not exercise its right to surrender the Policy
or its right to obtain one or more Policy loans based on the Policy's loan value
without the written consent of the Corporation. The Policy Owner retains all
other rights in the Policy not specifically assigned to the Corporation
including, but not limited to, the following rights:
A. The right to change the beneficiary of the Policy.
B. The right to select optional methods of settlement with regard
to the Part B death benefit provided for in Article VIII.
C. The right to assign the rights of the Policy Owner in the
Policy.
D. All other rights contained in the Policy.
ARTICLE VII.
In the event of surrender of the Policy during the term of this
Agreement, the Corporation shall receive the Policy's cash surrender value as
defined in the Policy and shall retain
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an amount equal to the sum of Two Million Six Hundred Fourteen Thousand Fifty
Six and no/100 Dollars ($2,614,056.00) plus the aggregate unreimbursed amounts
paid by the Corporation for premiums on the Policy. Any balance of any cash
surrender value received by the Corporation shall be paid to the Policy Owner.
The insurance company shall have no responsibility to ascertain the amount due,
if any, to the Corporation and the Policy Owner under this Agreement and shall
be discharged from all liability in making payment to the Corporation of the
Policy proceeds. The insurance company shall have no responsibility with respect
to the disposition or application of any amount paid by it to the Corporation.
In the event that the cash surrender value has been reduced due to loans then
outstanding pursuant to the Policy Owner's loan rights in the Policy, then the
Policy Owner shall pay to the Corporation such additional amounts as are
necessary to return to the Corporation the entire amount due it under this
Agreement. The Policy Owner may not surrender the Policy without the written
consent of the Corporation.
ARTICLE VIII.
In the event of the death of the Employee while the Policy and this
Agreement are in force, the proceeds of the Policy shall be divided into two
parts and paid by the insurance company as follows:
Part A -- An amount shall be paid to the Corporation which shall be an
amount equal to the sum of Two Million Six Hundred Fourteen Thousand Fifty Six
and no/100 Dollars ($2,614,056.00) plus the aggregate unreimbursed amounts paid
by the Corporation for the premiums on the Policy, less the amounts, if any,
that have been received by the Corporation as a beneficiary under the Policy.
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Part B -- The balance of the proceeds shall be paid to the beneficiary
or beneficiaries designated to receive such balance in accordance with the terms
of the Policy.
Within sixty days after the death of the Employee, the Corporation
shall provide the insurance company with a written statement indicating the
amount of the Part A proceeds which it is entitled to receive under this Article
VIII, and, if requested by the insurance company, a written release of all its
interest with respect to the proceeds in excess of such amount. The Corporation
shall pay to the beneficiary or beneficiaries of the Part B Proceeds any
proceeds received by the Corporation in excess of the amount due it.
ARTICLE IX.
A. This Agreement shall be terminated upon the occurrence of any
of the following events:
1. Upon the sixteenth (16th) anniversary of the issuance
of the Policy; or
2. Upon mutual agreement of the Corporation and the
Policy Owner.
B. If this Agreement is terminated pursuant to A above, the
Policy Owner shall within thirty (30) days from the effective date of such
termination remit to the Corporation the aggregate unreimbursed amounts paid by
the Corporation for the premiums on the Policy, less any amounts received in
respect of the Policy by the Corporation from the insurance company. Upon
receipt of this amount, the Corporation shall release its rights under this
Agreement.
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ARTICLE X.
For purposes of meeting the requirements of the Employee Retirement
Income Security Act of 1974 (hereinafter called "ERISA"), the Corporation is
hereby designated as the "Named Fiduciary" under this Agreement. The Named
Fiduciary shall have authority to control and manage the operation and
administration of this Agreement in compliance with ERISA, and it shall be
responsible for establishing and carrying out a funding policy method consistent
with the requirements of ERISA and the objectives of this Agreement.
ARTICLE XI.
The Corporation shall make all determinations concerning rights granted
under ERISA to benefits under this Agreement. Any decision by the Corporation
denying a claim by a claimant for benefits under this Agreement shall be stated
in writing and delivered or mailed to the claimant. Such decision shall set
forth specific reasons for denial, written to the best of the Corporation's
ability in a manner that may be understood without legal or actuarial counsel.
In addition, the Corporation shall afford a reasonable opportunity to the
claimant for a full and fair review of the decision denying such claim.
ARTICLE XII.
The parties agree to execute any documents necessary or proper to carry
out the purpose and intent of this Agreement.
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ARTICLE XIII.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, their heirs, legal representatives, successors, and assigns.
ARTICLE XIV.
This Agreement embodies all agreements made with respect to the Policy,
and no change, alteration, or modification may be made except in writing by all
parties hereto.
ARTICLE XV.
This Agreement shall be governed by the laws of the State of Alabama.
ARTICLE XVI.
The parties agree that this is a private Agreement to which the
insurance company issuing the Policy is not a party and for which it can assume
no responsibility, and therefore, a copy need not be filed with the insurance
company.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals
effective as of the 21st day of September, 1999.
SOUTHTRUST CORPORATION,
a Delaware corporation
By: /s/ XXXXXXX XXXXXXXXX, JR.
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SENIOR VICE PRESIDENT
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Its
(CORPORATION)
ATTEST:
By: /s/ XXXXX X. XXXXXX
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SECRETARY
---------------------------
Its Secretary
XXXXXX CHILDREN'S TRUST
dated September 1, 1999
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx Xxxxx Xxxxxx, III
Its Trustee
(POLICY OWNER)
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