EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR JOHN A. ZAWADZKI THE SAVINGS BANK OF UTICA Utica, New York
EXHIBIT 10.10
EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME AGREEMENT
FOR
JOHN A. ZAWADZKI
THE SAVINGS BANK OF UTICA
Utica, New York
June 27, 2001
EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
This Executive Supplemental Retirement Income Agreement (“Agreement”), executed as of this 27th day of June, 2001, by and between THE SAVINGS BANK OF UTICA, Utica, New York, a mutual savings bank organized and existing under the laws of the State of New York, hereinafter referred to as the “Bank,” and JOHN A. ZAWADZKI, a key employee and executive hereinafter referred to as the “Executive.”
WITNESSETH:
WHEREAS, the Executive is employed by the Bank; and
WHEREAS, the Bank recognizes the valuable services heretofore performed for it by the Executive and wishes to encourage continued employment; and
WHEREAS, the Executive wishes to be assured that he will be entitled to a certain amount of additional compensation for some definite period of time from and after his retirement from active service with the Bank or other termination of his employment and wishes to provide his beneficiary with benefits from and after his death; and
WHEREAS, the parties hereto wish to provide the terms and conditions upon which the Bank shall pay such additional compensation to the Executive after his retirement or other termination of his employment and/or death benefits to his beneficiary after his death; and
WHEREAS, the parties hereto intend that this Agreement be considered an unfunded arrangement, maintained primarily to provide supplemental retirement income for the Executive, a member of a select group of management or highly compensated employees of the Bank for purposes of the Employee Retirement Income Security Act of 1974, as amended; and
WHEREAS, the Bank has adopted this Executive Supplemental Retirement Income Agreement to supplement the benefits otherwise available to the Executive under plans sponsored by the Bank;
WHEREAS, the Executive Supplemental Retirement Income Agreement controls all issues relating to the Supplemental Retirement Income Benefit as described herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:
SECTION I
DEFINITIONS
When used herein, the following words shall have the meanings below, unless the context clearly indicates otherwise:
| 1.1 | “Act” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. |
| 1.2 | “Bank” means The Savings Bank of Utica and any successor thereto. |
| 1.3 | “Beneficiary” means the person or persons designated by the Executive, in writing, as beneficiary to whom the share of a deceased Executive’s account is payable. If no beneficiary is so designated, then the Executive’s Spouse, if living, will be deemed the beneficiary. If the Executive’s Spouse is not living, then the Children of the Executive will be deemed the beneficiary, and will take, in equal shares, per stirpes. If there are no living Children, then the Estate of the Executive will be deemed the beneficiary. |
| 1.4 | “Cause” means personal dishonesty, willful misconduct, willful malfeasance, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), final cease-and-desist order, material breach of any provision of this Agreement, or gross negligence in matters of material importance to the Bank. |
| 1.5 | “Change in Control” means, so long as the Bank remains in mutual form, (a) a reorganization, merger, merger conversion, consolidation, or sale of all or substantially all of the assets of the Bank to another entity which is not controlled by the Bank, or a similar transaction occurs in which the Bank is not the resulting entity; or (b) individuals who constitute the board of directors on the effective date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by at least three-quarters of the directors compromising the Incumbent Board shall be considered a member of the Incumbent Board. In the event the Bank converts to stock form, the “Incumbent Board” shall also include members of the board whose nomination for election by the Bank’s stockholders was approved by the same nominating committee serving under the Incumbent Board. In the event of the conversion of the Bank to stock form on a stand alone basis or as the subsidiary of a mutual or stock holding company, a Change in Control shall also include a transaction of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on |
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Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank within the meaning of the Bank Holding Company Act, as amended (“BHCA”), and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of the Bank’s outstanding securities, except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) a proxy statement is issued soliciting proxies from stockholders of the Bank, by someone other than the current management of the Bank, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are to be exchanged for or converted into cash or property or securities not issued by the Bank; or (c) a tender offer is made for 25% or more of the voting securities of the Bank and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Bank have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything to the contrary herein, a Change in Control shall not be deemed to occur as the result of the conversion of the Bank to stock form on a stand alone basis or as the subsidiary of a stock or mutual holding company, or in the event that the Bank reorganizes into mutual holding company form, in connection with a subsequent reorganization of the Bank’s mutual holding company to stock form.
| 1.6 | “Children” means the Executive’s children, both natural and adopted, then living at the time payments are due the Children under this Agreement. |
| 1.7 | “Code” means the Internal Revenue Code of 1986 as amended from time to time. |
| 1.8 | “Early Retirement Benefit” means the benefit payable to the Executive upon retirement from service after attainment of the Executive’s sixty-second (62nd) birthday but prior to his Normal Retirement Date. |
| 1.9 | “Early Retirement Date” means the first day of the month coincident with or next following the Executive’s termination of employment with the Bank after attainment of age sixty-two (62). |
| 1.10 | “Effective Date” shall be the date of execution of this agreement. |
| 1.11 | “Estate” means the Estate of the Executive. |
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| 1.12 | “Interest Factor” means, for purposes of Sections 2.1, 2.2 and 8.2 hereof, the Ten Year Treasury Note rate. |
| 1.13 | “Normal Retirement Date” means the first day of the month coincident with or next following the Executive’s sixty-fifth (65th) birthday. |
| 1.14 | “Permanently and Totally Disabled” means the Executive has, for at least six (6) months, been unable to perform the services incident to his position with the Bank as a result of accidental bodily injury or sickness and that the status is likely to continue for an indefinite period, as reasonably determined subsequent to the expiration of the six (6) month period by a duly licensed physician selected in good faith by the Bank. |
| 1.15 | “Spouse” means the individual to whom the Executive is legally married at the time of the Executive’s death. |
| 1.16 | “Supplemental Retirement Income Benefit” means an annual retirement benefit equal to sixty percent (60%) of the Executive’s average annual base salary paid to him over the previous 36 months of full-time employment. |
| 1.17 | “Survivor’s Benefit” means the benefit provided under Section 2.1 to the Executive’s Beneficiary if the Executive dies while in active employment of the Bank. |
SECTION II
PRE-RETIREMENT DEATH BENEFITS
| 2.1 | Death Prior to Termination of Employment. |
(a) If Executive dies after attainment of age sixty (60) but prior to termination of employment, the Executive’s Beneficiary shall be entitled to receive the Survivor’s Benefit. Such benefit shall be paid monthly in one hundred eighty (180) equal installments. The Survivor’s Benefit shall be equal to the Supplemental Retirement Income Benefit, calculated as if Executive had died on or immediately following his Normal retirement Date. For these purposes, the Executive’s Supplemental Retirement Income Benefit shall be calculated assuming an annual increase in Executive’s base salary by three percent (3%) per year (in accordance with the Bank’s normal practice) until such Normal Retirement Date. The Bank shall commence payment of the Survivor Benefit within thirty (30) days after the Executive’s termination of employment.
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(b) The Survivor’s Benefit shall be payable in equal monthly installments for one hundred eighty months. The first installment shall begin within thirty (30) days after notification of the date of death of the Executive. Upon the request of the Beneficiary, and in the sole discretion of the Board of Directors, the Survivor’s Benefit may be paid in a lump sum payment. Such lump sum payment shall be equivalent to the present value (using a discount rate equal to the Interest Factor) of the monthly installment payments.
SECTION III
SUPPLEMENTAL RETIREMENT INCOME BENEFIT
AND DISABILITY BENEFIT
| 3.1 | Normal Retirement Benefit. Upon the Executive’s retirement coincident with or following his Normal Retirement Date, the Bank shall commence payments of the Supplemental Retirement Income Benefit. Such payments shall commence the first day of the month next following the Executive’s actual retirement date and shall be payable monthly thereafter for one hundred eighty (180) months. In the event the Executive dies at any time after retirement pursuant to this Section 3.1 but prior to commencement or completion of one hundred eighty (180) monthly payments, the Bank shall pay to the Executive’s Beneficiary a continuation of the monthly installments for the remainder of the one hundred eighty (180) month period. Upon the request of the Beneficiary, and in the sole discretion of the Board of Directors, the remaining monthly installments may be paid in a lump sum payment. Such lump sum payment shall be equivalent to the present value (using a discount rate equal to the Interest Factor) of the remaining equal monthly payments. |
| 3.2 | Early Retirement Benefit. Executive shall have the elective right to receive an Early Retirement Benefit, provided he shall have attained age sixty-two (62) and remained in continuous service from the date of this Agreement. In the event the Executive elects an Early Retirement Benefit, payment of this early retirement benefit shall commence within thirty (30) days after Executive’s Early Retirement Date. The Early Retirement Benefit shall be equal to a percentage of the Supplemental Retirement Income Benefit (“SRIB”) calculated under Section 1.16, as set forth below: |
| Period Commencing at Age | % of SRIB | ||
| 62 | 70 | % | |
| 63 | 80 | % | |
| 64 | 90 | % | |
| 65 | 100 | % |
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Such payments will commence on the first day of the month following the Executive’s actual retirement date and shall be payable monthly thereafter for one hundred eighty (180) months.
In the event the Executive dies at any time after his Early Retirement Date but prior to commencement or completion of one hundred eighty (180) monthly payments, the Bank shall pay to the Executive’s Beneficiary a continuation of the monthly installments for the remainder of the one hundred eighty (180) month period. Upon the request of the Beneficiary, and in the sole discretion of the Board of Directors, the remaining monthly installments may be paid in a lump sum payment. Such lump sum payment shall be equivalent to the present value (using a discount rate equal to the Interest Factor) of the remaining equal monthly payments.
| 3.3 | Disability. If the Executive becomes Permanently and Totally Disabled after attainment of age sixty (60) but prior to reaching his Normal Retirement Date while covered by the provisions of this Agreement, the Executive shall be entitled to a Supplemental Disability Benefit commencing within thirty (30) days after a determination by the Board of Directors that the Executive is Permanently and Totally Disabled. The Supplemental Disability Benefit shall be equal to a percentage of the Supplemental Retirement Income Benefit (“SRIB”) calculated under Section 1.16, as set forth below: |
| Disability Commencing at Age | % of SRIB | ||
| 60 | 60 | % | |
| 61 | 65 | % | |
| 62 | 70 | % | |
| 63 | 80 | % | |
| 64 | 90 | % | |
| 65 | 100 | % |
In the event the Executive dies at any time after termination of employment due to disability but prior to commencement or completion of one hundred eighty (180) monthly payments, the Bank shall pay to the Executive’s Beneficiary a continuation of the monthly installments for the remainder of the one hundred eighty (180) month period. Upon the request of the Beneficiary, and in the sole discretion of the Board of Directors, the remaining monthly installments may be paid in a lump sum payment. Such lump sum payment shall be equivalent to the present value (using a discount rate equal to the Interest Factor) of the remaining equal monthly payments.
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| 3.4 | Change in Control. In the event of the Executive’s termination of employment coincident with or within three (3) years following a Change in Control, other than due to termination for Cause, the Executive shall be entitled to receive the full Supplemental Retirement Income Benefit, calculated as if the Executive had retired following his Normal Retirement Date. For these purposes, the Executive’s Supplemental Retirement Benefit shall be calculated assuming an annual increase in Executive’s base salary by three percent (3%) per year (in accordance with the Bank’s normal practice) until such Normal Retirement Date. The Bank, or its successor, shall commence payment of the Supplemental Retirement Income Benefit within thirty (30) days after the Executive’s termination of employment. |
SECTION IV
EXECUTIVE’S RIGHT TO ASSETS
The rights of the Executive, any Beneficiary of the Executive, or any other person claiming through the Executive under this Agreement, shall be solely those of an unsecured general creditor of the Bank. The Executive, the Beneficiary of the Executive, or any other person claiming through the Executive, shall only have the right to receive from the Bank those payments as specified under this Agreement. The Executive agrees that he, his Beneficiary, or any other person claiming through him shall have no rights or interests whatsoever in any asset of the Bank, including any insurance policies or contracts which the Bank may possess or obtain to informally fund this Agreement. Any asset used or acquired by the Bank in connection with the liabilities it has assumed under this Agreement, except as expressly provided, shall not be deemed to be held under any trust for the benefit of the Executive or his Beneficiaries, nor shall it be considered security for the performance of the obligations of the Bank. It shall be, and remain, a general, unpledged, and unrestricted asset of the Bank.
SECTION V
RESTRICTIONS UPON FUNDING
The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The Executive, his Beneficiaries or any successor in interest to him shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation. The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Agreement or to refrain from funding the same and to determine the extent, nature, and method of such informal funding. Should the Bank elect to fund this Agreement, in whole or in part, through the purchase of life insurance, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall Executive be deemed to have any lien or right, title or interest in or to any
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specific funding investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then Executive shall assist the Bank by freely submitting to a physical examination and supplying such additional information necessary to obtain such insurance or annuities.
SECTION VI
ALIENABILITY AND ASSIGNMENT PROHIBITION
Neither the Executive nor any Beneficiary under this Agreement shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or his Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Executive or any Beneficiary creates an assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank’s liabilities shall forthwith cease and terminate.
SECTION VII
TERMINATION OF EMPLOYMENT FOR CAUSE
Should the Executive be terminated for Cause, his benefits under this Agreement shall be forfeited and this Agreement shall become null and void.
SECTION VIII
ACT PROVISIONS
| 8.1 | Named Fiduciary and Administrator. The Bank shall be the Named Fiduciary and Administrator of this Agreement. As Administrator, the Bank shall be responsible for the management, control and administration of the Agreement as established herein. The Administrator may delegate to others certain aspects of the management and operational responsibilities of the Agreement, including the employment of advisors and the delegation of ministerial duties to qualified individuals. |
| 8.2 | Claims Procedure and Arbitration. In the event that benefits under this Agreement are not paid to the Executive (or to his Beneficiary, in the case of the Executive’s death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Administrator named above within thirty (30) days from the date payments are refused. The Administrator and its Board of Directors shall review the written claim and, if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of |
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receipt of such claim their specific reasons for such denial, reference to the provisions of this Agreement upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. If necessary, the Administrator and its Board of Directors may extend the period of reply for an additional thirty (30) days for reasonable cause.
If claimants desire a second review, they shall notify the Administrator in writing within thirty (30) days of the first claim denial. Claimants may review the Agreement or any documents relating thereto and submit any issues, in writing, and comments they may feel appropriate. The Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Agreement upon which the decision is based. If special circumstances require the sixty (60) day time period be extended, the Administrator will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.
If claimants continue to dispute the benefit denial based upon completed performance of the Agreement or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to mediation, administered by the American Arbitration Association (“AAA”) (or a mediator selected by the parties) in accordance with the AAA’s Commercial Mediation Rules. If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If it is finally determined that the Executive (or his Beneficiary) is entitled to the benefits set forth under this Agreement, then all amounts that the Executive (or his Beneficiary) would have received up to the time of such final determination shall be paid to the Executive (or his Beneficiary) with interest (calculated using the Interest Factor) within thirty (30) days after such final determination.
Where a dispute arises as to the Bank’s discharge of the Executive for Cause, such dispute shall likewise be submitted to arbitration as above described and the parties hereto agree to be bound by the decision thereunder.
All reasonable legal fees paid or incurred by the Executive pursuant to any dispute or questions of interpretation relating to this Agreement shall be paid or reimbursed by the Bank, provided that the dispute or interpretation has been settled or resolved in the Executive’s favor.
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SECTION IX
MISCELLANEOUS
| 9.1 | No Effect on Employment Rights. Nothing contained herein shall confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive without regard to the existence of this Agreement. |
| 9.2 | Disclosure. The Executive shall receive a copy of his Agreement and the Administrator will make available, upon request, a copy of any rules and regulations that govern this Agreement. |
| 9.3 | Governing Law. The Agreement is established under, and will be construed according to, the laws of the State of New York, to the extent that such laws are not preempted by the Act and valid regulations published thereunder. |
| 9.4 | Severability. In the event that any of the provisions of this Agreement, or portion thereof, are held to be inoperative or invalid by any court of competent jurisdiction, then: (1) insofar as is reasonable, effect will be given to the intent manifested in the provisions held invalid or inoperative, and (2) the validity and enforceability of the remaining provisions will not be affected thereby. |
| 9.5 | Incapacity of Recipient. In the event the Executive is declared incompetent and a conservator or other person legally charged with the care of his person or of his estate is appointed, any benefits under the Agreement to which such Executive is entitled shall be paid to such conservator or other person legally charged with the care of his person or his Estate. Except as provided above in this paragraph, when the Bank’s Board of Directors, in its sole discretion, determines that an Executive is unable to manage his financial affairs, the Board may direct the Bank to make distributions to any person for the benefit of such Executive. |
| 9.6 | Unclaimed Benefit. The Executive shall keep the Bank informed of his current address and the current address of his Beneficiaries. The Bank shall not be obligated to search for the whereabouts of any person. If the location of the Executive is not made known to the Bank within three years after the date on which any payment of the Executive’s Supplemental Retirement Income Benefit may be made, payment may be made as though the Executive had died at the end of the three-year period. If, within one additional year after such three-year period has elapsed, or, within three years after the actual death of the Executive, the Bank is unable to locate any Beneficiary of the Executive, then the Bank may fully discharge its obligation by payment made in accordance with the New York Abandoned Property Law. |
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| 9.7 | Limitations on Liability. Notwithstanding any of the preceding provisions of the Agreement, neither the Bank, nor any individual acting as an employee or agent of the Bank or as a member of the Board of Directors shall be liable to the Executive, former Executive, or any other person for any claim, loss, liability or expense incurred in connection with the Agreement. |
| 9.8 | Gender. Whenever, in this Agreement, words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply. |
| 9.9 | Affect on Other Corporate Benefit Agreements. Nothing contained in this Agreement shall affect the right of the Executive to participate in, or be covered by, any qualified or non-qualified pension, profit sharing, group, bonus or other supplemental compensation or fringe benefit agreement constituting a part of the Bank’s existing or future compensation structure. |
| 9.10 | Headings. Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement. |
| 9.11 | Tax Withholding. The Bank may withhold from any benefit payable under this Agreement all federal, state, city, or other taxes as shall be required pursuant to any law or governmental regulation then in effect. |
SECTION X
NON-COMPETITION AFTER NORMAL RETIREMENT
| 10.1 | Non-Compete Clause. Except as stated in the second paragraph of this subsection, the Executive expressly agrees that, as consideration for the agreements of the Bank contained herein and as a condition to the performance by the Bank of its obligations hereunder, throughout the entire period beginning at the time of termination of employment until the final payment is made to the Executive, as provided herein, he will not, without the prior written consent of the Bank, engage in, become interested, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, nor become associated with, in the capacity of an employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in any city, town or county in which the Bank maintains an office at the time of the Executive’s termination of employment, which enterprise is, or may deemed to be, competitive with any business carried on by the Bank as of the date of the termination of the Executive’s employment or his retirement. |
In the event the Executive’s termination follows a Change in Control or other material change in the Bank’s structure or business activities, the Executive shall be entitled to his Supplemental Retirement Income Benefit, whether or not he enters into an arrangement that is deemed to be competitive with the Bank.
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| 10.2 | Breach. In the event of any breach by the Executive of the agreements and covenants contained herein, the Board of Directors of the Bank shall direct that any unpaid balance of any payments to the Executive under this Agreement be suspended, and shall thereupon notify the Executive of such suspensions, in writing. Thereupon, if the Board of Directors of the Bank shall determine that said breach by the Executive has continued for a period of six (6) months following notification of such suspension, all rights of the Executive and his Beneficiaries under this Agreement, including rights to further payments hereunder, shall thereupon terminate. |
SECTION XI
AMENDMENT/REVOCATION
This Agreement shall not be amended, modified, or revoked at any time, in whole or part, without the mutual written consent of the Executive and the Bank, and such mutual consent shall be required even if the Executive is no longer employed by the Bank.
SECTION XII
EXECUTION
| 12.1 | This Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and any previous agreements or understandings between the parties hereto regarding the subject matter hereof are merged into and superseded by this Agreement. |
| 12.2 | This Agreement shall be executed in triplicate, each copy of which, when so executed and delivered, shall be an original, but all three copies shall together constitute one and the same instrument. |
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and date first above written.
| ATTEST: | THE SAVINGS BANK OF UTICA | |||
| (Transition Committee) | ||||
| /s/ Steven A. Covert | By: | /s/ John B. Stetson | ||
| Secretary | John B. Stetson | |||
| By: | /s/ Dwight E. Vicks, Jr. | |||
| Dwight E. Vicks, Jr. | ||||
| By: | /s/ John R. Zapisek | |||
| John R. Zapisek | ||||
| WITNESS | ||||
| /s/ Helen Bonney | /s/ John A. Zawadzki | |||
| Executive | ||||
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EXECUTIVE SUPPLEMENTAL RETIRE INCOME AGREEMENT
BENEFICIARY DESIGNATION
Executive, JOHN A. ZAWADZKI, under the terms of a certain Executive Supplemental Retirement Income Agreement by and between him and THE SAVINGS BANK OF UTICA, Utica, New York, dated June 27, 2001, hereby designates the following Beneficiary to receive any guaranteed payments or death benefits under such Agreement, following his death:
| PRIMARY BENEFICIARY: | Saskia L. Zawadzki | |
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| SECONDARY BENEFICIARY: | Estate of John A. Zawadzki | |
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This Beneficiary Designation hereby revokes any prior Beneficiary Designation which may have been in effect.
Such Beneficiary Designation is revocable.
DATE: June 27, 2001
| /s/ Helen Bonney | /s/ John A. Zawadzki | |||||||
| (WITNESS) | John A. Zawadzki | |||||||
| /s/ Steven A. Covert | ||||||||
| (WITNESS) | ||||||||
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