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Ameriana Bank, Sb Supplemental Life Insurance Agreement

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Governing Law: United States Of America     Date: 3/31/2008
Industry: SandLs/Savings Banks     Sector: Financial

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Exhibit 10.12



THIS SUPPLEMENTAL LIFE INSURANCE AGREEMENT (this “Agreement”) is adopted this 20 th day of December, 2007 by and between AMERIANA BANK, SB, a state-chartered savings bank located in New Castle, Indiana (the “Bank”), and RICHARD HENNESSEY (the “Director”).

The purpose of this Agreement is to retain and reward the Director by dividing the death proceeds of certain life insurance policies which are owned by the Bank on the life of the Director with the designated beneficiary of the Director. The Bank will pay the life insurance premiums from its general assets.

Article 1


Whenever used in this Agreement, the following terms shall have the meanings specified:


1.1 “Bank’s Interest” means the benefit set forth in Section 2.1.


1.2 “Beneficiary” means each designated person, or the estate of the deceased Director, entitled to benefits, if any, upon the death of the Director.


1.3 “Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.


1.4 “Board” means the Board of Directors of the Bank as from time to time constituted.


1.5 “Code” means the Internal Revenue Code of 1986, as amended.


1.6 “Effective Date” means December 20, 2007.


1.7 “Director’s Interest” means the benefit set forth in Section 2.2.


1.8 “Insurer” means the insurance company issuing the Policy on the life of the Director.


1.9 “Net Death Proceeds ” means the total death proceeds of the Policy minus the greater of

(i) the cash surrender value or (ii) the aggregate premiums paid by the Bank.


1.10 “Plan Administrator” means the plan administrator described in Article 10.


1.11 “Po1icy” or “Policies” means the individual insurance policy or policies adopted by the Bank for purposes of insuring the Director’s life under this Agreement.


Ameriana Bank, SB Supplemental Life Insurance Agreement


1.12 “Separation from Service” means that the Director’s service, as an employee and independent contractor, to the Bank and any member of a controlled group as defined in Section 414 of the Code to which the Bank belongs, has terminated for any reason, other than by reason of a leave of absence approved by the Bank or the death of the Director.


1.13 “Years of Service” means the twelve (12) consecutive month period beginning five (5) years after the Director’s first day of service to the Bank and any twelve (12) month anniversary thereof during the entirety of which time the Director is an employee of the Bank. Service with a subsidiary or other entity controlled by the Bank before the time such entity became a subsidiary or under such control shall not be considered “credited service.”

Article 2

Policy Ownership/lnterests


2.1 Bank’s Interest . The Bank shall own the Policies and shall have the right to exercise all incidents of ownership, and the Bank may terminate a Policy without the consent of the Director. The Bank shall be the beneficiary of the remaining death proceeds of the Policies after the Director’s Interest is determined according to Section 2.2.


2.2 Director’s Interest . The Director, or the Director’s assignee, shall have the right to designate the Beneficiary of an amount of death proceeds equal to eighty percent (80%) of the Net Death Proceeds. The Director shall also have the right to elect and change settlement options with respect to the Director’s Interest by providing written notice to the Bank and the Insurer.

Article 3

Premiums and Imputed Income


3.1 Premium Payment . The Bank shall pay all premiums due on all Policies.


3.2 Economic Benefit . The Bank shall determine the economic benefit attributable to the Director based on the life insurance premium factor for the Director’s age multiplied by the aggregate death benefit payable to the Beneficiary. The “life insurance premium factor’ is the minimum factor applicable under guidance published pursuant to Treasury Reg. 1.61 -22(d)(3)(ii) or any subsequent authority.


3.3 Imputed Income . The Bank shall impute the economic benefit to the Director on an annual basis, by adding the economic benefit to the Director’s W-2, or if applicable, Form 1099.

Article 4

General Limitations -Removal

Notwithstanding any provision of this Agreement to the contrary, the Director’s rights in the Agreement shall terminate if the Director is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act (“FDIA”).


Ameriana Bank, SB Supplemental Life Insurance Agreement


Article 5



5.1 Beneficiary . The Director shall have the right, at any time, to designate a Beneficiary to receive any benefits payable under the Agreement upon the death of the Director. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other Agreement of the Bank in which the Director participates.


5.2 Beneficiary Designation; Change . The Director shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and delivering it to the Bank or its designated agent. The Director’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Director or if the Director names a spouse as Beneficiary and the marriage is subsequently dissolved. The Director shall have the right to change a Beneficiary by completing, signing, and otherwise complying with the terms of the Beneficiary Designation Form and the Bank’s rules and procedures, as in effect from time to time. Upon the acceptance by the Bank of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Bank shall be entitled to rely on the last Beneficiary Designation Form filed by the Director and accepted by the Bank prior to the Director’s death.


5.3 Acknowledgment No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Bank or its designated agent.


5.4 No Beneficiary Designation . If the Director dies without a valid designation of beneficiary, or if all designated Beneficiaries predecease the Director, then the Director’s surviving spouse shall be the designated Beneficiary. If the Director has no surviving spouse, the benefits shall be made payable to the Director’s estate.


5 . 5 Facility of Payment . If the Bank determines in its sole discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Bank may direct payment of such benefit to the guardian or other legal representative of the person’s estate or to any trust created for the sole benefit of said person. The Bank may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Director and the Director’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such payment amount.


Ameriana Bank, SB Supplemental Life Insurance Agreement


Article 6


The Director may irrevocably assign without consideration all of the Director’s Interest in this Agreement to any person, entity or trust. In the event the Director shall transfer all of the Director’s Interest, then all of the Director’s Interest in this Agreement shall be vested in the Director’s transferee, who shall be substituted as a party hereunder, and the Director shall have no further interest in this Agreement.

Article 7


The Insurer shall be bound only by the terms of its given Policy. The Insurer shall

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