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Executive Salary Continuation Agreement

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Exhibit 10.6


TRUST AGREEMENT, made as of this 18th day of December, 1992, by and COMPASS BANK FOR SAVINGS (the "Grantor") and Shawmut Bank (the "Trustee").

W I T N E S S E T H:

WHEREAS, the Grantor has established the Compass Bank for Sayings Executive Salary Continuation Agreement with certain key employees (the "Executives") (hereinafter collectively referred to as the "Plan"), a copy of which is attached hereto, and the Grantor desires to provide a vehicle through which benefits accruing under such Plan may be paid to Executives and their Beneficiaries under the Plan; and

WHEREAS the Trustee agrees to receive such amounts and property as may from time to time be delivered to or deposited with it pursuant to this trust agreement (the "Trust Agreement");

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Grantor and the Trustee hereby agree as follows:


Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.


Except as noted below, the Grantor hereby establishes an irrevocable trust (the "Trust") with the Trustee, consisting of such money or property acceptable to the Trustee as shall from time to time be delivered to, or deposited with, the Trustee by or at the request of the Grantor. Neither the Grantor, nor any other person shall be bound by this Trust or by the Plan to make any contribution hereunder. The

establishment of the Trust hereunder as an irrevocable trust is contingent upon the issuance of a favorable tax ruling by the Internal Revenue Service, provided the application for such ruling is submitted within one year from the date the Trust is first established.


The Trustee shall establish an account under the Trust with respect to each Executive (the "Executive's Account") and shall allocate to each Executive's Account such portion of Trust assets as the Grantor shall direct, as of such date that the Grantor shall direct. In addition, the Grantor may direct that the Trustee establish an account (the "Suspense Account") to which the Trustee shall allocate that portion of Trust assets not allocated to the Executive's Accounts. After the date an amount is allocated to an Executive's Account or the Suspense Account, such account shall be maintained by the Trustee and all earnings (or losses) on it shall inure to the benefit (or detriment) of such account. Any and all payments to be made hereunder to an Executive by the Trustee shall be made by the Trustee from the Executive's Account maintained in respect of such Executive and the Executive shall have no rights against the assets of the Trust except to the extent that such Employee has a more unsecured contractual right against the Grantor. The Trustee shall at all times maintain separate books and records for each of the Executive's Accounts and the Suspense Account.


(a) All assets of the Trust shall be invested and reinvested, without distinction between principal and income, by the Trustee.

(b) All investment and reinvestment of Trust assets hereunder by the Trustee, and the exercise by the Trustee of its powers under Section 8, shall be made pursuant to directions by the Grantor.

(c) Grantor may appoint an Investment Manager to exercise its power to direct the investment and reinvestment of all or any part of the Trust fund. Any Investment Manager appointed by the Grantor shall be either (i) a registered-investment adviser under the Investment Adviser Act of 1940, (ii) a bank, as


defined in that Act, or (iii) an insurance company qualified to perform investment management services under the laws of more than one state. If investment of the Trust fund is to be directed in whole or in part by an Investment Manager, the Grantor shall deliver to the Trustee copies of the instruments appointing the Investment Manager and evidencing the Investment Manager's acceptance of such appointment and, if appropriate, a certificate evidencing the Investment Manager's current registration under the Investment Advisers Act of 1940, and the Grantor shall, by written notice, direct the segregation of such portion of the Trust Fund as is to be invested at the direction of such Investment Manager. Each Investment Manager may issue orders for the purchase or sale of securities directly to a broker or dealer. Written notification of the issuance of each such order shall be given promptly to the Trustee by the Investment Manager, and the execution of each such order shall be confirmed by written advice to the Trustee by the broker or dealer. Such notification shall constitute a direction by the Investment Manager to, and be authority for, the Trustee to pay for securities purchased against receipt thereof or to deliver securities sold against payment therefore, as the case may be.

(d) The foregoing notwithstanding, in the event that cash is required by the Trustee to effect an action or distribution under this Trust, or to pay any expenses of this Trust, or for any other reason deemed sufficient by the Trustee consistent with any outstanding obligations of the Trust, the Trustee shall take such action as to the sale or other disposition of assets forming a part of the Trust as will provide the amount of cash necessary for such payments.

(e) The Trustee shall be fully protected in acting pursuant to the directions under this section of the Grantor or Investment Manager and shall have no duty to inquire into the directions or to review investments made pursuant to such directions. The Grantor shall indemnity the Trustee with respect to any liability, attorney's fees, costs, and expenses which the Trustee may incur on account of following such directions. The Trustee shall have no duty to act in the absence of such directions.



(a) Subject to Section 14 hereof and as directed by the Grantor, the Trustee shall make distributions of Trust assets to the Executives (and/or their respective Beneficiaries) to pay benefits under the Plan at the time and in the amount payment of benefits is provided for under the Plan, as determined by the Grantor or a qualified independent actuary selected by the Grantor. The Trustee shall not be entitled to withhold or offset against such payments by reason of any defense or claim that the Grantor may otherwise have with respect thereto.

(b) The Grantor agrees to notify promptly the Trustee of the death of any such Executive or his Beneficiary.

(c) If an Executive (or his Beneficiary) makes a claim for payment of amounts allegedly due under the Plan, upon notification by the Grantor of the amount of the benefit, the Trustee is authorized to commence making such payments after the expiration of 30 days from the day the Trustee notifies the Grantor of its intention to do so, and for this purpose may rely on information furnished pursuant to Section 5(b) and any more recent information furnished by the Grantor. In responding to any such notice, the Grantor's only defenses to such claim shall be that (i) such amounts are not due under the terms of the Plan or (ii) such amounts have been previously paid by the Grantor (whether out of the Trust fund or otherwise).

(d) In connection with any payment to be made under the Trust, the Trustee shall withhold and remit to the Internal Revenue Service or the appropriate state or local authority, for the Grantor's account, all federal, state and local income taxes required to be withheld therefrom.

(e) The amount payable hereunder with respect to an Executive shall not exceed the lesser of (i) the benefit currently payable with respect to the Executive under the Plan, reduced by any amount of such benefit paid directly by the Grantor or (ii) the amount in the Executive's Account maintained with respect to the Executive, as determined by the Grantor.


(f) The Trustee shall be fully protected in making distributions as directed by the Grantor and shall have no duty to inquire into the appropriateness or application of such distributions.


If as of any date the Grantor determines that the amount in the Executive's Account maintained with respect to an Executive exceeds the amount credited to the accounts under the Plan with respect to that Executive, the excess may be reallocated to other Executive's Accounts or to the Suspense Account, as directed by the Plan Administrator.


Except as provided in Section 14(c), neither the Grantor nor the Trustee shall have any power to create a security interest in the assets of the Trust in favor of any Executive or his Beneficiary or any creditor of the Grantor. Nothing contained herein or in the Plan shall operate to create a security interest in any part of the assets of the Trust on behalf of any Executive or his Beneficiary.


(a) Powers with Respect to Investments. In addition to and not by way of limitation of any other powers conferred upon trustees by law or conferred upon the Trustee by the terms of this Trust Agreement, the Trustee is authorized and empowered subject to the directions of the Grantor or Investment Manager as provided in Section 4 herein above.

(i) to retain any property as an investment without regard to
the proportion which such property of a similar character so held may
bear to the entire amount of the Trust estate, and whether or not such
property is of the class in which trustees are authorized by law or any
rule of court to invest trust funds.

(ii) to sell, exchange, convey, transfer or dispose of any
property, whether real or personal, at any time held by it, at either
public or private sale, for cash or on credit, and also to grant
options with respect to any such property.


(iii) to invest and reinvest in property of any character,
real or personal, foreign or domestic, including, without limitation,
bonds, notes debenture, mortgages, common and preferred stocks, shares
or interests in investment trusts participation in any common trust
fund maintained by the Trustee and lie insuranc
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