AMENDED AND RESTATED SPLIT DOLLAR COLLATERAL ASSIGNMENT

WHEREAS, the Assignor previously assigned to the Assignee certain interests in the Policy as security for certain liabilities of the Assignor to the Assignee in connection with a split-dollar arrangement regarding the Policy in accordance with Rev. Rul. 64-328, 1964 C.B. 11, pursuant to a Split-Dollar Collateral Assignment dated September 2, 1993 (the “Prior Assignment”);

WHEREAS, upon a surrender of the Policy, the Assignor has the right to receive the cash surrender value of the Policy after the payment of all amounts owed to the Assignee;

WHEREAS, as a result of the Assignor’s right to obtain a portion of the cash surrender value of the Policy upon a surrender of the Policy, the Prior Assignment does not satisfy the exemption for death benefit only plans under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the parties desire to amend and restate the Prior Assignment in order to grandfather the Prior Assignment for purposes of Section 409A of the Code, with the amount of the grandfathered cash surrender value to be determined in accordance with the “proportional allocation method” set forth in Notice 2007-34 issued by the Internal Revenue Service (the “IRS”);

WHEREAS, the Prior Assignment is currently deemed to be grandfathered under Treasury Regulation §1.61-22, which grandfathering treatment under the split dollar regulations would normally be lost in the event of a material modification of the Prior Assignment;

WHEREAS, Part III.D.2 of IRS Notice 2007-34 expressly states that a modification of a split-dollar life insurance arrangement necessary to avoid the application of Section 409A of the Code will not be treated as a material modification of the arrangement for purposes of Treasury Regulation §1.61-22(j);

WHEREAS, this Amended and Restated Split Dollar Collateral Assignment (the “Restated Assignment”)  satisfies the requirements in Part III.D.2 of IRS Notice 2007-34 for having the Restated Assignment no longer be subject to Section 409A of the Code, and the Restated Assignment does not materially enhance the value of the benefits to the Assignor under the Prior Assignment;

WHEREAS, the Prior Assignment referenced “Indebtedness” and “Liabilities,” which terms were not defined in the Prior Assignment but which were intended to mean the Assignor’s obligation to pay to the Assignee out of any death proceeds or cash surrender value of the Policy an amount equal to the Assignee’s Aggregate Premiums Paid, as defined herein;

WHEREAS, the parties do not expect or intend to make any material modifications to this amended and restated Collateral Assignment which would result in the grandfathering treatment being lost under either Treasury Regulation §1.61-22 or Section 409A of the Code; and

WHEREAS, the Assignee, by accepting this Agreement, agrees to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the parties hereby amend and restate the Prior Assignment to read in its entirety as follows:

The Assignor, being applicant and owner of the subject Policy, hereby assigns and conveys to the Assignee all right, title, and interest in the Policy, as collateral security for the obligation to repay to the Assignee the Aggregate Premiums Paid.  All incidents of ownership in the Policy not transferred to the Assignee shall remain in the Assignor.