Exhibit 10.5


 


FULTON COUNTY NATIONAL BANK & TRUST COMPANY


 


MCCONNELLSBURG, PA


 


SURVIVOR INCOME AGREEMENT


 


THIS AGREEMENT is made this 4th day of
August, 2000 by and between The Fulton County National Bank and Trust Company
(the “Company”), and Sharon M. Sowers (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 $ 117,000 for purposes of this calculation.


 


2.1.1        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 writing, 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 (I)
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           Exclusive 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 the Agreement.


 


7.4           Applicable Law.  The
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.


 


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

  
	
   

  	
   

  
	
   

  	
  The
  Fulton County National Bank and Trust Co.

  
	
   

  	
   

  
	
  /S/
  Sharon M. Sowers

  	
   

  	
  By:

  	
  Clyde
  H. Bookheimer

  	
   

  
	
   

  	
   

  
	
  Sharon
  M. Sowers

  	
  Title:

  	
  President

  	
   

  
						



 

















 


THE FULTON COUNTY NATIONAL BANK AND TRUST COMPANY


 


SURVIVOR INCOME AGREEMENT


 


BENEFICIARY DESIGNATION


 


I designate the following as
beneficiary of any death benefits under The Fulton County National Bank and
Trust Company Survivor Income Agreement:


 


	
  Primary:

  	
  Ronald J. Sowers

  
	
   

  	
   

  
	
  Contingent:

  	
  Matthew
  Sowers and Wyatt Sowers

  



 


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 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/ Sharon M. Sowers

  
	
   

  	
   

  
	
  Date

  	
  8/4/00

  	
   

  



 


Accepted by the Company this 4th day
of August, 2000.


 


	
  By

  	
  /S/ Clyde H. Bookheimer

  	
   

  
	
   

  	
   

  
	
  Title

  	
  President

  	
   

  



 

















 


SPLIT DOLLAR ADDENDUM TO


 


MILTON COUNTY NATIONAL BARK & 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 Sharon Sowers (the “Executive”).


 


INTRODUCTION


 


Under the terms of the Survivor Income Agreement between the Executive and the
Company, the parties desire 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.


 


“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 non-eligibility 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
transferee; 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.