exv10w5



 







Exhibit
10.5




LAUREL SAVINGS BANK

AMENDED AND RESTATED SUPPLEMENTAL

EXECUTIVE RETIREMENT PLAN AGREEMENT




     THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is made effective the
20th day of July 2006 (the “Effective Date”), by and between Laurel Savings Bank
(the “Bank”), a state-chartered savings bank located in Allison Park, Pennsylvania,
and ROBERT A. STEPHENS (the “Executive”), intending to be legally bound hereby.



INTRODUCTION




     The Bank and the Executive previously entered into a certain Supplemental Executive Retirement
Plan Agreement effective as of January 1, 2004 (the “Prior Agreement”). This Agreement amends and
restates the Prior Agreement in its entirety as hereinafter set forth in order to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
including the guidance issued to date by the Internal Revenue Service (the “IRS”) and the proposed
regulations issued by the IRS in the fall of 2005, with none of the benefits payable under this
Agreement to be deemed grandfathered for purposes of Section 409A of the Code.



     The purpose of this Agreement is to provide specified benefits to the Executive, a member of a
select group of management or highly compensated employees who contribute materially to the
continued growth, development and future business success of the Bank. This Agreement shall be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”).



     To encourage the Executive to remain an employee of the Bank, the Bank is willing to provide
supplemental retirement benefits to the Executive. The Bank will pay the benefits from its general
assets.



AGREEMENT




     The Bank and the Executive agree as follows:



Article 1

Definitions




     Whenever used in this Agreement, the following words and phrases shall have the meanings
specified:



     1.1 “Change in Control” means a change in the ownership of the Bank or the Corporation, a
change in the effective control of the Bank or the Corporation or a change in the



 









 







ownership of a substantial portion of the assets of the Bank or the Corporation as provided
under Section 409A of the Code and the regulations thereunder.



     1.2 “Corporation” means Laurel Capital Group, Inc.



     1.3 “Disability” means the Executive (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, or (ii) is, by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous period of not less than
12 months, receiving income replacement benefits for a period of not less than three months under
an accident and health plan covering employees of the Bank.



     1.4 “Early Termination” means the Termination of Employment before Normal Retirement Age for
reasons other than death, Disability, Termination for Cause or following a Change of Control.



     1.5 “Early Termination Date” means the month, day and year in which Early Termination occurs.



     1.6 “Normal Retirement Age” means the Executive’s attainment of age 70 and 1/2.



     1.7 “Normal Retirement Date” means the later of the Normal Retirement Age or Separation from
Service.



     1.8 “Plan Year” means each twelve-month period commencing with the Effective Date of this
Agreement.



     1.9 “Separation from Service” shall mean separation from service within the meaning of Section
409A of the Code and the regulations thereunder.



     1.10 “Termination for Cause” has the meaning set forth in Section 5.1 hereof.



     1.11 “Termination of Employment” means a Separation from Service from the Bank for any reason,
voluntary or involuntary, other than by reason of a leave of absence approved by the Bank.



Article 2

Retirement Benefits




     2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Normal
Retirement Age for reasons other than death, the Bank shall pay to the Executive the benefit
described in this Section 2.1 in lieu of any other benefit under this Agreement.




     2.1.1 Amount of Benefit. The annual normal retirement benefit under this Section 2.1 is
$41,000 (Forty-one thousand dollars).



2









 






     2.1.2 Payment of Benefit. The Bank shall pay the annual normal retirement benefit to the
Executive each year for a period of 15 years. The annual benefit shall be paid in equal
monthly installments commencing the first day of the month following the lapse of six months
after the Executive’s Normal Retirement Date and continuing for the 179 months thereafter,
resulting in a total of 180 payments.



     2.2 Early Termination Benefit. Upon Early Termination, the Bank shall pay to the Executive
the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.




     2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the Early Termination
Annual Benefit set forth in Schedule A for the Plan Year ended immediately prior to the Early
Termination Date (except if termination occurs during the first Plan Year, the benefit in the
amount set forth for Plan Year 1 in Schedule A hereto).




     2.2.2 Payment of Benefit. The Bank shall pay the annual Early Termination benefit to the
Executive each year for a period of 15 years. The annual benefit shall be paid in equal
monthly installments commencing the first day of the month following the lapse of six months
after Termination of Employment and continuing for the 179 months thereafter, resulting in a
total of 180 payments.



     2.3 Disability Benefit. If the Executive terminates employment due to Disability prior to
Normal Retirement Age, the Bank shall pay to the Executive the benefit described in this Section
2.3 in lieu of any other benefit under this Agreement.




     2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the annual Disability
benefit set forth in Schedule A for the Plan Year ended immediately prior to the date on which
the Termination of Employment occurs (except if termination occurs during the first Plan Year,
the benefit is the amount set forth for Plan Year 1 in Schedule A hereto).




     2.3.2 Payment of Benefit. The Bank shall pay the annual Disability benefit to the
Executive each year for a period of 15 years in equal monthly installments payable on the
first day of each month commencing on the later of (a) the first day of the month immediately
following the Executive’s Normal Retirement Date or (b) the first day of the month following
the lapse of six months after Termination of Service, and continuing for the 179 months
thereafter, resulting in a total of 180 payments.



     2.4 Change in Control Benefit. Upon a Change in Control, the Bank shall pay to the Executive
the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.




     2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the Change in Control
Annual Benefit set forth in Schedule A for the Plan Year in which the Change in Control
occurs.




     2.4.2 Payment of Benefit. The Bank shall pay the annual normal retirement benefit to the
Executive each year for a period of 15 years. The annual benefit shall be paid in equal



3









 







monthly installments commencing the first day of the month immediately following the
Normal Retirement Date and continuing for the 179 months thereafter, resulting in a total of
180 payments; provided, however, that if this Agreement is terminated within 30 days prior to
a Change in Control pursuant to the second sentence of Article 7 hereof, then the Bank shall
pay to the Executive as of the date of the Change in Control a lump sum cash amount equal to
the present value of the foregoing 180 monthly payments, with the present value calculated
using a discount rate equal to 120% of the applicable federal rate (determined under Section
1274(d) of the Code) as published by the IRS for the month in which the Change in Control
occurs.



     2.5 Limitations. All benefits payable under this Article 2 shall be subject to the
limitations contained in Article 5 of this Agreement.



Article 3

Death Benefits




     3.1 Death During Active Service. If the Executive dies while in the active service of the
Bank, the Bank shall pay to the Executive’s beneficiary the benefit described in this Section 3.1.
This benefit shall be paid in lieu of the benefits provided under Article 2.




     3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Normal Retirement
Benefit set forth in Section 2.1.1.




     3.1.2 Payment of Benefit. The Bank shall pay the annual death benefit to the Executive’s
beneficiary each year for a period of 15 years. The annual benefit shall be paid in equal
monthly installments commencing within 90 days of the date on which the Executive’s death
certificate is received by the Bank and continuing for the 179 months thereafter, resulting in
a total of 180 payments.



     3.2 Death During Period in Which Benefits Being Paid. If the Executive dies after any benefit
payments have commenced under this Agreement but before receiving all such payments, the Bank shall
pay the remaining benefits to the Executive’s beneficiary at the same time and in the same amounts
they would have been paid to the Executive had the Executive survived.



     3.3 Death Following Termination of Employment But Before Retirement Benefits Commence. If the
Executive is entitled to benefits under this Agreement, but dies prior to receiving said benefits,
the Bank shall pay to the Executive’s beneficiary the same benefits, in the same manner, that would
have been paid to the Executive had the Executive survived; however, said benefit payments will
commence within 90 days of receipt by the Bank of the Executive’s death certificate.



     3.4 Limitations. All benefits payable under this Article 3 shall be subject to the
limitations contained in Article 5 of this Agreement.



4









 





Article 4

Beneficiaries




     4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written
designation with the Bank. The Executive may revoke or modify the designation at any time by
filing a new designation. However, designations and revocation or modification of designations
shall only be effective if they are filed with the Bank as a written document, signed by the
Executive and received by the Bank during the Executive’s lifetime. The Executive’s beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or
if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the
Executive dies without a valid beneficiary designation, all payments shall be made to the
Executive’s estate. Upon commencement of any payments due hereunder to the Executive’s beneficiary
in accordance with the terms of this Agreement, the beneficiary shall designate his or her
beneficiary by filing a written designation with the Bank. In the event the Executive’s
beneficiary dies after commencement of benefits due hereunder to the beneficiary but prior to
receiving all the payments due thereto under the terms hereof without a valid beneficiary
designation, all payments shall be made to the beneficiary’s estate,



     4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of his or her property, the Bank
may pay such benefit to the guardian, legal representative or person having the care or custody of
such minor, incompetent person or incapable person. The Bank may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such
distribution shall completely discharge the Bank from all liability with respect to such benefit.



Article 5

General Limitations




     All benefits payable under this Agreement shall be subject to the following limitations:



     5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary,
the Bank shall not pay any benefit under this Agreement, if the Bank terminates the Executive’s
employment for cause. Termination of the Executive’s employment for “Cause” shall mean termination
because of personal dishonesty by the Executive in the performance of his duties which results in
demonstrable material injury to the Bank, willful misconduct by the Executive which remains uncured
15 days following the giving of written notice thereof to the Executive, breach by the Executive of
a fiduciary duty to the Bank involving personal profit, intentional failure to perform stated
duties following the giving of written notice thereof to the Executive, willful violation of any
law, rule or regulation (other than traffic violations or similar offenses) or final
cease-and-desist order or material breach of any material provision of the Agreement. For purposes
of this paragraph, no act or failure to act on the Executive’s part shall be considered “willful”
unless done, or omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive’s action or omission was in the best interest of the Bank.



     5.2 Removal. Notwithstanding any provision of this Agreement to the contrary, the Bank shall
not pay any benefit under this Agreement if the Executive is subject to a final removal or



5









 







prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of
the Federal Deposit Insurance Act.



     5.3 Competition after Termination of Employment. The Executive shall forfeit his right to any
further benefits hereunder if the Executive, without the prior written consent of the Bank,
violates any of the following described restrictive covenants.




     5.3.1 Non-compete Provision. The Executive shall not, for a period of 12 months
following termination of employment, directly or indirectly, either as an individual or as a
proprietor, stockholder, partner, officer, trustee, director, employee, agent, consultant or
independent contractor of any individual, partnership, corporation or other entity (excluding
an ownership interest of five percent (5%) or less in the stock of a publicly-traded company):




	 	(i)	 	become employed by, participate in, or be connected in any manner
with the ownership, management, operation or control of any bank, savings and
loan or other similar financial institution if the Executive’s responsibilities
will include providing banking or other financial services within the
twenty-five (25) mile radius of the main office maintained by the Bank as of the
date of the termination of the Executive’s employment;
	 
	 	(ii)	 	participate in any way in hiring or otherwise engaging, or
assisting any other person or entity in hiring or otherwise engaging, on a
temporary, part-time or permanent basis, any individual who was employed by the
Bank as of the date of termination of the Executive’s employment;
	 
	 	(iii)	 	sell, offer to sell, provide banking or other financial
services, assist any other person in selling or providing banking or other
financial services, or solicit or otherwise compete for, either directly or
indirectly, any orders, contracts, or accounts for services of a kind or nature
like or substantially similar to the financial services performed or financial
products sold by the Bank (the preceding hereinafter referred to as “Services”),
to or from any person or entity from whom the Executive or the Bank, to the
knowledge of the Executive, provided banking or other financial services, sold,
offered to sell or solicited orders, contracts or accounts for Services during
the three (3) year period immediately prior to the termination of the
Executive’s employment; or
	 
	 	(iv)	 	divulge, disclose, or communicate to others in any manner
whatsoever, any nonpublic confidential information of the Corporation or the
Bank or any of its subsidiaries, including, but not limited to, the names and
addresses of customers or prospective customers, of the Bank or any of its
subsidiaries, as they may have existed from time to time, work performed or
services rendered for any customer, any method and/or procedures relating to
projects or other work developed for the Bank or any of its subsidiaries,
earnings or other information concerning the Corporation or the Bank or any of
its subsidiaries. The restrictions contained in this subparagraph (iv) apply to
all nonpublic




6









 






	 	 	 	confidential information regarding the Corporation or the Bank, regardless of
the source who provided or compiled such information. Notwithstanding anything
to the contrary, the restriction set forth in this paragraph shall not apply to
any information that becomes known to the general public from sources other
than the Executive.





     5.3.2 Judicial Remedies. In the event of a breach or threatened breach by the Executive
of any provision of these restrictions, the Executive recognizes the substantial and immediate
harm that a breach or threatened breach will impose upon the Bank, and further recognizes that
in such event monetary damages may be inadequate to fully protect the Bank. Accordingly, in
the event of a breach or threatened breach of this Agreement, the Executive consents to the
Bank’s entitlement to such ex parte, preliminary, interlocutory, temporary or
permanent injunctive, or any other equitable relief, protecting and fully enforcing the Bank’s
rights hereunder and preventing the Executive from further breaching any of his obligations
set forth herein. The Executive expressly waives any requirement, based on any statute, rule
of procedure, or other source, that the Bank post a bond as a condition of obtaining any of
the above-described remedies. Nothing herein shall be construed as prohibiting the Bank from
pursuing any other remedies available to the Bank at law or in equity for such breach or
threatened breach, including the recovery of damages from the Executive. The Executive
expressly acknowledges and agrees that: (i) the restrictions set forth in Section 5.3.1 hereof
are reasonable in terms of scope, duration, geographic area and otherwise, (ii) the
protections afforded the Bank in Section 5.3.1 hereof are necessary to protect its legitimate
business interests, (iii) the restrictions set forth in Section 5.3.1 hereof will not be
materially adverse to the Executive’s employment with the Bank, and (iv) his agreement to
observe such restrictions forms a material part of the consideration for this Agreement.



     5.3.3 Overbreadth of Restrictive Covenant. It is the intention of the parties that if
any restrictive covenant in this Agreement is determined by a court of competent jurisdiction
to be overly broad, then the court should enforce such restrictive covenant to the maximum
extent permitted under the law as to area, scope, breadth and duration.



     5.3.4 Applicability in Change in Control. The non-compete provision detailed in Section
5.3.1 hereof shall not be applicable following a Change in Control.



     5.4 Suicide or Misstatement. No benefits shall be payable if the Executive commits suicide
within two years after the date of this Agreement, or if the insurance company denies coverage for
material misstatements of fact made by the Executive on any application for life insurance
purchased by the Bank or for any other reason. The Bank shall have no liability to the Executive
for any denial of coverage by the insurance company.



     5.5 Limitation of Benefits under Certain Circumstances. If the payments and benefits due to
the Executive pursuant to this Agreement, either alone or together with other payments and benefits
which the Executive has the right to receive from the Bank or the Corporation, would constitute a
“parachute payment” under Section 280G of the Code, the payments and benefits payable by the Bank
pursuant to the terms hereof shall be reduced by the amount, if any, which is the minimum



7









 







necessary to result in no portion of the payments and benefits payable by the Bank under this
Agreement being non-deductible to the Bank and the Corporation pursuant to Section 280G of the Code
and subject to the excise tax imposed under Section 4999 of the Code. In the event that payments
due to the Executive pursuant to the terms of this Agreement, in combination with payments or
benefits due him from the Bank or the Corporation, if any, constitute a parachute payment and are
required to be reduced in accordance with the terms of this Section 5.5, such reduction shall first
be accomplished in accordance with the provisions of Section 3 of the Amended and Restated Change
in Control Severance Agreement between the Bank and the Executive dated as of July 20, 2006
(“Severance Agreement”), and then, if necessary, by reducing the payments due hereunder. The
determination of any reduction in the payments and benefits to be made shall be based upon the
opinion of independent counsel selected by the Bank and paid by the Bank. Such counsel shall
promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the date
the Executive is entitled to receive benefits hereunder that are subject to the provisions of
Section 280G, and may use such actuaries as such counsel deems necessary or advisable for the
purpose. Nothing contained herein shall result in a reduction in the payment and benefits to which
the Executive may be entitled under the terms of Articles 2 or 3 below zero.



     5.6 Severability. A determination that any provision of this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of any other provision hereof.



Article 6

Claims and Review Procedures




     6.1 Claims Procedure. An Executive or beneficiary (“claimant”) who has not received benefits
under the Agreement that he or she believes should be paid shall make a claim for such benefits as
follows:




     6.1.1 Initiation – Written Claim. The claimant initiates a claim by submitting to the
Bank a written claim for the benefits.




     6.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90 days
after receiving the claim. If the Bank determines that special circumstances require
additional time for processing the claim, the Bank can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end of the initial
90-day period, that an additional period is required. The notice of extension must set forth
the special circumstances and the date by which the Bank expects to render its decision.




     6.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank shall
notify the claimant in writing of such denial. The Bank shall write the notification in a
manner calculated to be understood by the claimant. The notification shall set forth:




     6.1.3.1 The specific reasons for the denial;




     6.1.3.2 A reference to the specific provisions of the Agreement on which the
denial is based;



8









 






     6.1.3.3 A description of any additional information or material necessary for the
claimant to perfect the claim and an explanation of why it is needed;




     6.1.3.4 An explanation of the Agreement’s review procedures and the time limits
applicable to such procedures; and




     6.1.3.5 A statement of the claimant’s right to bring a civil action under Section
502(a) of ERISA following an adverse benefit determination on review.



     6.2 Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the
opportunity for a full and fair review by the Bank of the denial, as follows:




     6.2.1 Initiation – Written Request. To initiate the review, the claimant, within 60 days
after receiving the Bank’s notice of denial, must file with the Bank a written request for
review.




     6.2.2 Additional Submissions – Information Access. The claimant shall then have the
opportunity to submit written comments, documents, records and other information relating to the
claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant (as defined in
applicable ERISA regulations) to the claimant’s claim for benefits.




     6.2.3 Considerations on Review. In considering the review, the Bank shall take into account
all materials and information the claimant submits relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit determination.




     6.2.4 Timing of Bank Response. The Bank shall respond in writing to such claimant within 60
days after receiving the request for review. If the Bank determines that special circumstances
require additional time for processing the claim, the Bank can extend the response period by an
additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day
period, that an additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Bank expects to render its decision.




     6.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its decision on
review. The Bank shall write the notification in a manner calculated to be understood by the
claimant. If the decision is a denial, the notification shall set forth:




     6.2.5.1 The specific reasons for the denial;




     6.2.5.2 A reference to the specific provisions of the Agreement on which the denial
is based;




     6.2.5.3 A statement that the claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records and other



9









 







information relevant (as defined in applicable ERISA regulations) to the claimant’s
claim for benefits; and




     6.2.5.4 A statement of the claimant’s right to bring a civil action under Section
502(a) of ERISA.



Article 7

Amendments and Termination




     This Agreement may be amended or terminated only by a written agreement signed by the Bank and
the Executive, except as provided by the provisions of Article 5 and except as set forth below.
This Agreement may be terminated within the 30 days preceding a Change in Control if (1) all
substantially similar arrangements sponsored by the Bank and the Corporation are terminated, and
(2) the Executive and all participants under the substantially similar arrangements receive all of
their benefits under the terminated arrangements within 12 months of the date of termination of the
arrangements. In addition, notwithstanding anything in this Agreement to the contrary, the Bank
may amend in good faith any terms of this Agreement, including retroactively, in order to comply
with Section 409A of the Code. In no event shall the Corporation or the Bank be liable for any
taxes or interest penalties incurred by the Executive under Section 409A of the Code.



Article 8

Miscellaneous




     8.1 Binding Effect. This Agreement shall bind the Executive and the Bank, and their
beneficiaries, survivors, executors, successors, administrators and transferees.



     8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It
does not give the Executive the right to remain an employee of the Bank, nor does it interfere with
the Bank’s right to terminate the Executive’s employment. It also neither requires the Executive
to remain in employment with the Bank nor interferes with the Executive’s right to terminate his
employment with the Bank at any time.



     8.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned,
pledged, attached or encumbered in any manner.



     8.4 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from
the benefits provided under this Agreement.



     8.5 Applicable Law. This Agreement and all rights hereunder shall be governed by the laws of
the Commonwealth of Pennsylvania, except to the extent preempted by the laws of the United States
of America.



     8.6 Reorganization. The Bank shall not merge or consolidate into or with another company, or
reorganize, or sell substantially all of its assets to another company, firm, or person unless such
succeeding or continuing company, firm, or person agrees to assume and discharge the obligations



10









 







of the Bank under this Agreement. Upon the occurrence of such event, the term “Bank” as used
in this Agreement shall be deemed to refer to the successor or survivor company.



     8.7 Unfunded Arrangement. The Executive and the beneficiary thereof are general unsecured
creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the
mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Bank to
which the Executive and beneficiary have no preferred or secured claim.



     8.8 Entire Agreement. This Agreement constitutes the entire agreement between the Bank and
the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of
this Agreement other than those specifically set forth herein.



     8.9 Administrator. The Bank shall be the administrator of this Agreement. The Bank may
delegate to others certain aspects of the management and operational responsibilities including the
service of advisors and the delegation of ministerial duties to qualified individuals.



     8.10 Administration. The Bank shall have powers which are necessary to administer this
Agreement, including but not limited to:




     8.10.1 Interpreting the provisions of the Agreement;




     8.10.2 Establishing and revising the method of accounting for the Agreement;




     8.10.3 Maintaining a record of benefit payments;




     8.10.4 Establishing rules and prescribing any forms necessary or desirable to administer
the Agreement; and




     8.10.5 Delegate any of the foregoing powers to any person or persons or committee or
committees.



     8.11 Right of Offset. The Bank shall have the right to offset the benefits against any unpaid
obligation the Executive may have with the Bank.



     8.12 Notice. Any notice, consent or demand required or permitted to be given under the
provisions of this Agreement by one party to another shall be in writing, shall be signed by the
party giving or making the same, and may be given either by delivering the same to such other party
personally, or by mailing the same, by United States certified mail, postage prepaid, to such
party, addressed to his or her last known address as shown on the records of the Bank. The date of
such mailing shall be deemed the date of such mailed notice, consent or demand.



11









 





     IN WITNESS WHEREOF, the Executive and the Bank have signed this Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	EXECUTIVE:	 	 	 	LAUREL SAVINGS BANK:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Robert A. Stephens	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





     By execution hereof, Laurel Capital Group, Inc. consents to and agrees to be bound
by the terms and conditions of this Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	LAUREL CAPITAL GROUP, INC.:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





12









 






BENEFICIARY DESIGNATION




LAUREL SAVINGS BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT




Robert A. Stephens



I designate the following as beneficiary of any death benefits under this Agreement:




	 	 	 
	Primary:
	 	 
	 

	 	 
	 
	 	 
	 
	 
	 	 
	Contingent:
	 	 
	 

	 	 
	 
	 	 
	 






			
	Note:	 	To name a trust as beneficiary, please provide the name of the trustee(s) and the
exact name and date of the trust agreement.




I understand that I may change these beneficiary designations by filing a new written designation
with the Bank. I further understand that the designations will be automatically revoked if the
beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is
subsequently dissolved.




	 	 	 	 	 
	Signature

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date
	 	 	 	 
	 

	 	 	 	 




Received by the Bank this                      day of                     , 200_.




	 	 	 	 	 
	By

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title
	 	 	 	 
	 

	 	 	 	 






13