Amendment No. 4 To The Retirement Plan

Exhibit 10.5
AMENDMENT NO. 4 TO THE
CENTRAL AND SOUTHERN HOLDING COMPANY
RETIREMENT PLAN


THIS AMENDMENT made and entered into on this 19th day of December, 1996, by Central and Southern Holding Company, a Georgia corporation (referred to herein as the "Corporation");


W I T N E S S E T H:


WHEREAS, effective as of January 1, 1970, the Corporation adopted the Central and Southern Holding Company Retirement Plan (the "Plan) for the benefit of its eligible employees and their beneficiaries, which Plan has been amended from time to time to comply with changes in the Internal Revenue Code and ERISA; and


WHEREAS, pursuant to Article VII of the Plan, the Corporation retains the power to amend or terminate the Plan at any time; and


WHEREAS, the Corporation previously amended the Plan effective as of the close of business on April 15, 1994, to provide (i) that no future benefits would accrue under the Plan for any Participant after April 15, 1994, and (ii) that any Participant who was actively employed by the Corporation on April 15, 1994, or any former Participant who had not yet received a distribution of his or her Accrued Benefit prior to April 15, 1994, would become fully vested in his or her Accrued Benefit; and


WHEREAS, the Corporation now deems it advisable that the Plan be amended to terminate the Plan effective as of June 1, 1996; and


WHEREAS, the Corporation further deems it advisable that the Plan distribution provision be amended: (i) to permit a participant who is actively employed by the Corporation on the date his distribution is paid to direct to the Trustee to make a trustee-to-trustee transfer of the lump sum equivalent of his or her Accrued Benefit to the Profit Sharing and Savings Plan and Trust of Central and Southern Holding Company and (ii) to permit lump sum distributions without limitations; and


WHEREAS, the Corporation further deems it advisable to amend the Plan (i) to delete Section 4.4 regarding Disability Benefits, and (ii) to change the interest rate and mortality table used for purpo ...