Exhibit 10.6


 


FULTON COUNTY NATIONAL
BANK & TRUST COMPANY


 


MCCCONNELLSBURG, PA


 


SURVIVOR INCOME AGREEMENT


 


THIS AGREEMENT is made this 14 day of
February, 1996, by and
between The Fulton County
National Bank & Trust Company (the
“Company”), and Alice G. Clark (the “Executive”).


 


INTRODUCTION


 


To encourage the Executive
to remain an employee of the Company, the Company is
willing to provide benefits to the Executive’s beneficiary if the Executive
dies prior to terminating employment. 
The Company will pay the
benefits from its general assets,
but only so long as one of its general assets is a life insurance
policy on the Executive’s life.


 


AGREEMENT


 


The Executive and the
Company agree as follows:


 


Article 1


 


Entitlement to Benefit


 


1.1           Pre-Termination
Survivor Income Benefit.  If the
Executive dies before otherwise terminating employment with the Company, the Company shall pay to the Executive’s
designated beneficiary the survivor income benefit described in Article 2.


 


1.2           Disability
Continuation.  If the
Executive terminates employment due to disability and then dies
before recovering from such disability, the
Company shall pay to the Executive’s designated beneficiary the survivor income benefit described
in Article 2.  Whether the Executive is disabled or has recovered from a disability shall be determined by the Company in its sole
discretion.


 


1.3           Suicide.  No benefits shall be payable if
the Executive commits suicide within twenty six months after the date
of this Agreement.


 

















 


Article 2


 


Survivor Income Benefit


 


2.1           Amount
of Benefits.  The survivor income benefit shall be two times
base annual salary at the time of death, divided by the Tax Factor.  Base annual salary should not exceed $ 82,000
for purposes of this calculation.


 


2.1.2        Tax Factor.  One minus the Company’s marginal income tax rate for the fiscal year in
which the Executive’s death occurs.


 


2.2           Form of
Benefits.  The survivor income
benefit shall be paid to the Executive’s beneficiary in a
lump sum within sixty (60) days after
the Executive’s death.


 


Article 3


 


Beneficiaries


 


3.1           Beneficiary Designations.  The Executive shall designate a
beneficiary by filing a written designation with the Company.  The Executive may
revoke or modify the designation at any
time by filing a new designation.
However, designations will only be effective
if signed by the Executive and accepted
by the Company 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
surviving spouse, if any, and if none, to the Executive’s surviving children
and the descendants of any deceased child by right of representation, and if no
children or descendants survive,
to the Executive’s estate.


 


3.2           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 Company 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
Company may require proof of
incompetency, minority or guardianship as it may deem appropriate
prior to distribution of the benefit. 
Such distribution shall completely discharge the Company from all
liability with respect to such benefit.


 

















 


Article 4


 


Claims and Review Procedures


 


4.1           Claims Procedure.  The Company shall notify the Executive’s beneficiary in wilting, within
ninety (90) days of his or her written application for benefits, of his or her
eligibility or noneligibility for benefits under the Agreement.  If the Company determines that the
beneficiary is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific
reference to the provisions of the Agreement on which the denial is based, (3) a
description of any additional information or material necessary for the
claimant to perfect his or her claim, and a description of why it is needed,
and (4) an explanation of the Agreement’s claims review procedure and
other appropriate information as to the steps to be taken if the beneficiary
wishes to have the claim reviewed.  If
the Company determines that there are special circumstances requiring
additional time to make a decision, the Company shall notify the beneficiary of
the special circumstances and the date by which a decision is expected to be
made, and may extend the time for up to an additional ninety-day period.


 


4.2           Review Procedure.  If the beneficiary is determined by the Company not to be eligible for
benefits, or if the beneficiary believes that he or she is entitled to greater
or different benefits, the beneficiary shall have the opportunity to have such
claim reviewed by the Company by filing a petition for review with the Company
within sixty (60) days after receipt of the notice issued by the Company.  Said petition shall state the specific
reasons which the beneficiary believes entitle him or her to benefits or to
greater or different benefits.  Within
sixty (60) days after receipt by the Company of the petition, the Company shall
afford the beneficiary (and counsel, if any) an opportunity to present his or
her position to the Company orally or in writing, and the beneficiary (or
counsel) shall have the right to review the pertinent documents.  The Company shall notify the beneficiary of
its decision in writing within the sixty-day period, stating specifically the
basis of its decision, written in a manner calculated to be understood by the
beneficiary and the specific provisions of the Agreement on which the decision
is based.  If, because of the need for a
hearing, the sixty-day period is not sufficient, the decision may be deferred
for up to another sixty-day period at the election of the Company, but notice
of this deferral shall be given to the beneficiary.


 


Article 5


 


Conversion to Split Dollar


 


If the Executive voluntarily terminates employment after age 59, unless
the Executive elects otherwise by written notice to the Company, the Split Dollar Insurance Agreement
attached as the Addendum to this
Agreement shall automatically take effect as of the Executive’s termination of employment.  The Company shall take all actions necessary to implement the Split Dollar
Insurance Agreement.


 

















 


Article 6


 


Amendments and Termination


 


This
Agreement may be amended or terminated only by a written
agreement signed by the Company and the
Executive.


 


Article 7


 


Miscellaneous


 


7.1           Executive Agreement
/ Binding Effect.  This Agreement is the entire agreement between the Company and the Executive, written or oral, related to
the Company’s obligation to pay any survivor income benefits to the
Executive’s beneficiaries or
survivors.  This Agreement supersedes all prior agreements,
understandings and negotiations.  This
Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators
and transferees.


 


7.2           No
Guaranty 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 Company, nor does it interfere with the Company’s right to discharge
the Executive.  It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate
employment at any time.


 


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


 


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


 


7.5           Unfunded
Plan.  The beneficiary is a general unsecured
creditor of the Company for the payment
of benefits under this Agreement. 
The benefits represent
the mere promise by the Company to pay
such benefits.  The beneficiary’s rights
to such 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 Company to which the
Executive and designated beneficiary have no preferred or secured claim.


 


IN
WITNESS WHEREOF, the Executive and a duly authorized
Company officer have signed this
Agreement,


 


	
  EXECUTIVE:

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
  /S/ Alice G. Clarke

  	
   

  	
  The Fulton County National Bank & Trust Co.

  
	
   

  	
   

  
	
  Alice 0. Clark

  	
  By:

  	
  /S/ Clyde H. Bookheimer

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
					



 

















 


SPLIT DOLLAR ADDENDUM TO


 


FULTON COUNTY NATIONAL BANK & TRUST COMPANY


 


MCCONNELLSBURG, PA


 


SURVIVOR INCOME AGREEMENT


 


THIS ADDENDUM is part of the Survivor Income
Agreement between Fulton County National Bank & Trust Company (the “Company”),
and Alice Clark (the “Executive”)


 


INTRODUCTION


 


Under the terms of the Survivor Income Agreement
between the Executive and the Company, the parties desire to divide the death
proceeds of a life insurance policy on the Executive’s life.


 


Article 1


 


General Definitions


 


The following terms shall have the meanings
specified.


 


1.1           “Insurer”
means The Mutual Group
Insurance Company.


 


1.2           “Policy”
means insurance policy
number                          issued
by the Insurer.


 


Article 2


 


Policy Ownership/Interests


 


2.1           Company
Ownership. The Company owns
the Policy and shall have the right to exercise all incidents of ownership and
to receive the Policy values in excess of the Executive’s interest described in
Section 2.2.


 


2.2           Executive’s Interest. The Executive shall have the right to
designate the beneficiary of the death proceeds of the Policy in an amount
equal to the lesser of (i) two times the most recent base annual salary or
(ii) the excess of the total death proceeds over the cash surrender value
of the Policy on the day before the Executive’s death.  The Executive shall also have the right to
elect and change settlement options that may be permitted for such
beneficiaries.


 

















 


Article 3


 


Premiums


 


3.1           Premium
Payment. The Company shall
pay any premiums due on the Policy.


 


3.2           Imputed
Income. The Company shall
then impute income to the Executive in an amount equal to the current term rate
for the Executive’s age multiplied by the aggregate death benefit payable to
the Executive’s beneficiary.  The “current
term rate” is the minimum amount required to be imputed under Revenue Rulings 64-328
and 66-110, or any subsequent applicable authority.


 


Article 4


 


Assignment


 


The Executive may assign without consideration all interests in the Policy and in this Addendum to
any person, entity or trust.


 


Article 5


 


Insurer


 


The Insurer shall be bound only by the terms of the Policy.  Any payments the Insurer makes or actions it takes in accordance
with the Policy shall fully
discharge it from all claims, suits and demands of all persons.  The Insurer shall not be bound by or be deemed
to have notice of the provisions of this
Addendum.


 


Article 6


 


Claims Procedure


 


6.1           Claims Procedure. The Company shall notify the Executive’s
beneficiary in writing, within ninety (90) days of his or her written
application for benefits, of his or her eligibility or noneligibility for
benefits under the Addendum.  If the
Company determines that the beneficiary is not eligible for benefits or full
benefits, the notice shall set forth (1) the specific reasons for such
denial, (2) a specific reference to the provisions of the Addendum on
which the denial is based, (3) a description of any additional information
or material necessary for the claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of the Addendum’s
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed.  If the Company determines that there are
special circumstances requiring additional time to make a decision, the Company
shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be
made, and may extend the time for up to an additional ninety-day
period.


 

















 


6.2           Review Procedure.  If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the
beneficiary shall have the opportunity
to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt
of the notice issued by the Company.  Said petition shall state the specific reasons which the beneficiary believes
entitle him or her to benefits or
to greater or different benefits.  Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the
Company orally or in writing, and the beneficiary (or
counsel) shall have the right to
review the pertinent documents.  The Company shall notify the beneficiary of its decision in writing within the sixty-day
period, stating specifically the basis of
its decision, written in a
manner calculated to be understood by the beneficiary and the
specific provisions of the Addendum
on which the decision is based.
 If, because of the need for a hearing,
the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day
period at the election of the Company, but
notice of this deferral shall be given to the beneficiary.


 


Article 7


 


Amendments and Termination


 


The Company may amend
this Addendum at any time prior
to the Executive’s death by
written notice to the Executive.  Either party
may terminate this Addendum at any time prior to the Executive’s death by written notice to the other party.


 


Upon termination of this Addendum, the Executive may purchase the
Policy from the Company for an amount equal to the Policy’s cash surrender value as of the date of the termination.


 


Article 8


 


Miscellaneous


 


8.1           Binding
Effect.  This Addendum shall bind the Executive and
the Company, their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.


 


8.2           No
Guaranty of Employment.  This Addendum is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere
with the Company’s right to discharge the Executive.  It also does not require the Executive to remain
an employee nor interfere with the Executive’s right to terminate
employment at any time.


 

















 


8.3           Applicable
Law. The Addendum and all
rights hereunder shall be governed by
and construed according to the
laws of Pennsylvania, except to
the extent preempted by the laws
of the United States of America.


 


The parties’ signatures on the Death Benefit Agreement witness their agreement to the terms of this Addendum.


 

















 


BENEFICIARY DESIGNATION


 


FTJLTON COUNT NATIONAL BANK & TRUST COMPANY


 


SURVIVOR INCOME AGREEMENT


 


I designate the following as beneficiary of benefits
under the Survivor Income Agreement.


 


	
  Primary:

  	
  Chet Clark

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Contingent:

  	
  Chet III; Elizabeth; and Sara

  
	
   

  	
   

  
	
   

  	
  Divided Equally

  



 


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


 


I understand that I may change these beneficiary
designations by filing a new written designation with the Company.  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

  	
  /S/ Alice G. Clark

  	
   

  
	
   

  
	
  Date

  	
  2/14/96

  	
   

  
	
   

  
	
  Accepted by the Company this 14th  day of
  February, 1996. 

  
	
   

  
	
  By

  	
  /S/ Clyde H. Bookheimer

  	
   

  
	
   

  
	
  Title

  	
  President

  	
  /