exv10w9



 







Exhibit
10.9




LAUREL SAVINGS BANK

AMENDED AND RESTATED TRUSTEE DEFERRED COMPENSATION AGREEMENT




     THIS AMENDED AND RESTATED AGREEMENT (the “Agreement’) is made effective as of the
20th day of July 2006 (the “Effective Date”), by and between LAUREL SAVINGS BANK, a
state-chartered savings bank located in Allison Park, Pennsylvania (the “Bank”), and
___(the “Trustee”), intending to be legally bound hereby.



INTRODUCTION




     The Bank and the Trustee previously entered into a certain Trustee Deferred Compensation
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.



     To encourage the Trustee to remain a member of the Bank’s Board of Trustees, the Bank is
willing to provide deferred compensation benefits to the Trustee. The Bank will pay the benefits
from its general assets according to the terms of this Agreement.



AGREEMENT




     The Trustee and the Bank agree as follows:



Article 1

Definitions




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



     1.1 “Business Day” means Monday through Friday of each week, except a legal holiday recognized
as such by the U.S. Government or any day on which banking institutions in the Commonwealth of
Pennsylvania are authorized or obligated to close.



     1.2 “Change in Control” means any of the following: 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.



     1.3 “Corporation” means Laurel Capital Group, Inc.



 









 





     1.4 “Disability” means the Trustee (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



     1.5 “Early Termination” means the Termination of Service before Normal Benefit Age for reasons
other than death, Disability, Termination for Cause or following a Change in Control.



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



     1.7 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     1.8 “Normal Benefit Age” means the Trustee’s attainment of age 72.



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



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



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



     1.12 “Termination of Service” means a Separation from Service from the Bank for any reason
whatsoever other than by reason of a leave of absence which is approved by the Bank. For purposes
of this Agreement, if there is a dispute over the service status of the Trustee or the date of the
Trustee’s Termination of Service, the Bank shall have the sole and absolute right to decide the
dispute.



     1.13 “Years of Service” means the total number of continuous years, including partial years,
of service as a Trustee of the Bank, and inclusive of any approved leaves of absences.



     1.14 “Years of Service Requirement” means that the Trustee shall have 25 or more Years of
Service at the date of the Trustee’s death, Disability, Early Termination Date or Normal Benefit
Age or as of the date of a Change in Control.



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Article 2

Benefits




     2.1 Annual Normal Benefit. If the Trustee remains in continuous service as a member of the
Board of Trustees of the Bank from the Effective Date of this Agreement until Normal Benefit Age
and has met the Years of Service Requirement, the Bank shall pay to the Trustee 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 benefit under this Section 2.1 is $___
(___dollars). [$22,478 for Hamilton, $34,605 for Ganassi]




     2.1.2 Payment of Benefit. The Bank shall pay the annual normal benefit specified herein
to the Trustee each year for a period of five years. The annual benefit shall be paid in
equal monthly installments commencing the first day of the month immediately following the
Trustee’s Normal Benefit Age and continuing for 59 months thereafter, resulting in a total of
60 payments.



     2.2 Early Termination Benefit. Upon Early Termination, if the Trustee shall have met the
Years of Service Requirement at such time, the Bank shall pay to the Trustee the benefit described
in this Section 2.2 in lieu of any other benefit under this Agreement.




     2.2.1 Amount of Benefit. The annual 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 is 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
Trustee each year for a period of five years. The annual benefit shall be paid in equal
monthly installments commencing with the first day of the month immediately following the
Trustee’s Normal Benefit Age and continuing for 59 months thereafter, resulting in a total of
60 payments.



     2.3 Disability Benefit. If the Trustee terminates service due to Disability prior to Normal
Benefit Age and shall have met the Years of Service Requirement as of the date of such termination,
the Bank shall pay to the Trustee the benefit described in this Section 2.3 in lieu of any other
benefit under this Agreement.




     2.3.1 Amount of Benefit. The annual benefit under this Section 2.3 is the annual
Disability benefit amount set forth in Schedule A for the Plan Year ended immediately prior to
the date in which Termination of Service 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
Trustee each year for a period of five years. The annual benefit shall be paid in equal



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monthly installments commencing on the first Business Day of the month following the
lapse of six months after the date of the Trustee’s Termination of Service due to Disability
and continuing for 59 months thereafter, resulting in a total of 60 payments.



     2.4 Change in Control Annual Benefit. If the Trustee is in the active service of the Bank at
the time of a Change in Control, has met the Years of Service Requirement as of the date of such
Change in Control and does not resign his service with the Bank prior to the consummation of the
transaction which constitutes the Change in Control, the Bank shall pay to the Trustee the benefit
described in this Section 2.4 in lieu of any other benefit under this Agreement.




     2.4.1 Amount of Benefit. The annual benefit under this Section 2.4 shall be an amount
equal to 75% of the total amount of the monthly Board retainer and monthly Board meeting
attendance fees (excluding therefrom any fees paid with respect to special Board meetings or
meetings of committees of the Board) earned by the Trustee during the twelve full calendar
months ending immediately prior to the month in which the Change in Control occurs.




     2.4.2 Payment of Benefit. The Bank shall pay the Change in Control annual benefit to the
Trustee each year for a period of five years. The annual benefit shall be paid in equal
monthly installments commencing with the first day of the month immediately following Normal
Benefit Age and continuing for 59 months thereafter, resulting in a total of 60 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
Trustee the benefits for the foregoing 60 months in 12 equal monthly installments. The 12
monthly installments shall be paid as of the first Business Day of each month, commencing as
of the first Business Day of the month immediately following the date the Change in Control is
completed.



     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 Trustee dies while in the active service of the Bank
and at the date of the Trustee’s death has met the Years of Service Requirement, the Bank shall pay
to the Trustee’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 paid annually under this Section 3.1 is set forth
on Schedule A.



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     3.1.2 Payment of Benefit. The Bank shall pay the annual death benefit to the beneficiary
each year for a period of five years. The annual benefit shall be paid in equal monthly
installments commencing within 90 days after the receipt by the Bank of the Trustee’s death
certificate and continuing for 59 months thereafter resulting in a total of 60 payments.



     3.2 Death During Period in Which Benefits Being Paid. If the Trustee dies after the Bank has
commenced paying any of the benefits provided under Article 2 of this Agreement but before all such
payments have been made, the Bank shall pay the remaining benefits to the Trustee’s beneficiary at
the same time and in the same amounts they would have been paid to the Trustee had the Trustee
survived.



     3.3 Death Following Termination of Service But Before Benefits Commence. If the Trustee is
entitled to benefits under this Agreement, but dies prior to receiving any of such benefits, the
Bank shall pay to the Trustee’s beneficiary a benefit based upon the accrual balance as of the date
of the Trustee’s Termination of Service with interest credited to the balance annually at the
10-year U.S. Treasury rate on each December 31st plus two percent (2%). The adjusted
accrual balance shall be paid out over a five year period in equal monthly installments commencing
within 90 days after the receipt by the Bank of the Trustee’s death certificate and continuing for
59 months thereafter, resulting in a total of 60 payments.



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



Article 4

Beneficiaries




     4.1 Beneficiary Designations. The Trustee shall designate a beneficiary by filing a written
designation with the Bank. The Trustee may revoke or modify the designation at any time by filing
a new designation. However, designations and revocations or modifications of designations shall
only be effective if they are filed with the Bank as a written document, signed by the Trustee and
accepted by the Bank during the Trustee’s lifetime. The Trustee’s beneficiary designation shall be
deemed automatically revoked if the beneficiary predeceases the Trustee, or if the Trustee names a
spouse as beneficiary and the marriage is subsequently dissolved. If the Trustee dies without a
valid beneficiary designation, all payments shall be made to the Trustee’s estate. Upon
commencement of any payments due hereunder to the Trustee’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 Trustee’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
incapacitated, 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



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custody of such minor, incapacitated person or incapable person. The Bank may require proof
of incapacity, 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 Trustee’s
service for:




     5.1.1 Gross negligence or gross neglect of duties;




     5.1.2 Commission of a felony or of a gross misdemeanor involving moral turpitude;




     5.1.3 Breach by the Trustee of a fiduciary duty to the Bank involving personal profit; or




     5.1.4 Fraud, disloyalty, dishonesty or willful violation of any law, rule or regulation
(other than traffic violations or similar offences) or final cease and desist order or
material breach of any material provision of this Agreement or significant Bank policy
committed in connection with the Trustee’s service and resulting in an adverse effect on
the Bank.



     For purposes of Section 5.1, no act or failure to act on the Trustee’s part shall be
considered “willful” unless done, or omitted to be done, by the Trustee not in good faith and
without reasonable belief that the Trustee’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 Trustee 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.



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




     5.3.1 Non-compete Provision. The Trustee shall not, for the term of this Agreement and
until all benefits have been distributed, directly or indirectly, either as an individual or
as a proprietor, stockholder, partner, officer, trustee, director, employee, agent, consultant




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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 any financial institution if the Trustee’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 Trustee’s service;
	 
	 	(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 or any of its subsidiaries immediately prior to the termination of the
Trustee’s service;
	 
	 	(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 services performed or products sold by the
Bank or any of its subsidiaries (the preceding hereinafter referred to as
“Services”), to or from any person or entity from whom the Bank or any of its
subsidiaries 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 Trustee’s service; or
	 
	 	(iv)	 	divulge, disclose, or communicate to others in any manner
whatsoever, any non-public 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 confidential information regarding the Corporation or the Bank or
any of its subsidiaries 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 Trustee.






     5.3.2 Judicial Remedies. In the event of a breach or threatened breach by the Trustee of
any provision of these restrictions, the Trustee recognizes the substantial and



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immediate harm that a breach or threatened breach will impose upon the Bank or any of its
subsidiaries, and further recognizes that in such event monetary damages may be inadequate to
fully protect the Bank or any of its subsidiaries. Accordingly, in the event of a breach or
threatened breach of this Agreement, the Trustee consents to the Bank’s or any of its
subsidiaries’ entitlement to such ex parte, preliminary, interlocutory,
temporary or permanent injunctive, or any other equitable relief, protecting and fully
enforcing the Bank’s or any of its subsidiaries’ rights hereunder and preventing the Trustee
from further breaching any of his obligations set forth herein. The Trustee expressly waives
any requirement, based on any statute, rule of procedure, or other source, that the Bank or
any of its subsidiaries post a bond as a condition of obtaining any of the above-described
remedies. Nothing herein shall be construed as prohibiting the Bank or any of its
subsidiaries from pursuing any other remedies available to the Bank or any of its subsidiaries
at law or in equity for such breach or threatened breach, including the recovery of damages
from the Trustee. The Trustee expressly acknowledges and agrees that: (i) the restrictions
set forth in Section 5.3.1 are reasonable in terms of scope, duration, geographic area and
otherwise, (ii) the protections afforded the Bank or any of its subsidiaries in Section 5.3.1
are necessary to protect its legitimate business interest, (iii) the restrictions set forth in
Section 5.3.1 will not be materially adverse to the Trustee’s service 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 of Control. The non-compete provision detailed in Section
5.3.1 shall not be applicable following a Change in Control.



     5.4 Suicide or Misstatement. No benefits shall be payable if the Trustee 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 Trustee on any application for life insurance purchased
by the Bank or for any other reason. The Bank shall have no liability to the Trustee for any
denial of coverage by the insurance company.



     5.5. 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. A Trustee 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:



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     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;




     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



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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, then the notification shall also 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
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 Trustee, 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 Trustee 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 Trustee under Section 409A of the Code.



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Article 8

Miscellaneous




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



     8.2 No Guarantee of Service. This Agreement is not a service policy or contract. It does not
give the Trustee the right to remain a trustee of the Bank, nor does it interfere with the Bank’s
right, to the extent of its ability under applicable law and regulation and its articles of
incorporation and bylaws, to discharge the Trustee. It also neither requires the Trustee to remain
a trustee of the Bank nor interferes with the Trustee’s right to terminate his service 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 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 Trustee 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 Trustee’s life is a general asset of the Bank to
which the Trustee and beneficiary have no preferred or secured claim.



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



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     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; and




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




     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 Trustee 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.



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



	 	 	 	 	 	 	 	 	 
	TRUSTEE:	 	 	 	LAUREL SAVINGS BANK:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 	 	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:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 





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SCHEDULE A




LAUREL SAVINGS BANK

TRUSTEE DEFERRED COMPENSATION AGREEMENT




                     -




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Early	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Termination	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Annual	 	 	Annual	 	 	Annual	 
	 	 	 	 	 	 	Accrual	 	 	Benefit at	 	 	Disability	 	 	Death	 
	Date	 	Age	 	 	Balance	 	 	Termination(1)	 	 	Benefit (1)	 	 	Benefit (1)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	(1)	 	Payments are made in 60 equal monthly installments commencing within 90 days of the
date of Termination of Service
	 
	(2)	 	This is the date when the Trustee reaches his Normal Benefit Age.




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BENEFICIARY DESIGNATION




LAUREL SAVINGS BANK

TRUSTEE RETIREMENT AGREEMENT




 





I designate the following as beneficiary of any death benefits under the Trustee Retirement
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, in the event of the
dissolution of our marriage.




	 	 	 	 	 
	Signature
	 	 	 	 
	 
Date

	 	 

	 	 
	 

	 	 

	 	 






Accepted by the Bank this ______ day of                     , 200_.




	 	 	 	 	 
	By
	 	 	 	 
	 
Title

	 	 

	 	 
	 

	 	 

	 	 







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