**Exhibit10.5**

 

**THE FULTON COUNTY NATIONALBANK AND TRUST COMPANY**

 

**MCCONNELLSBURG, PA**

 

**SALARY CONTINUATIONAGREEMENT**

 

THISAGREEMENT is made this 23rd day of December, 1996 by and between TheFulton County National Bank and Trust Company, McConnellsburg, Pennsylvania (“Company”),and Alice G. Clark (the “Executive”).

 

**INTRODUCTION**

 

To encourage the Executive to remain an employee ofthe Company, the Company is willing to provide salary continuation benefits tothe Executive. The Company will pay the benefits from its general assets.

 

**AGREEMENT**

 

The Executive and the Company agree as follows:

 

**Article 1**

 

**Definitions**

 

1.1     *Definitions.*Whenever usedin this Agreement, the following words and phrases shall have the meaningsspecified:

 

1.1.1     *“Change of Control”*means thetransfer of 51% or more of the Company’s outstanding voting common stockfollowed within twelve (12) months by replacement of fifty percent (50%) ormore of the members of the Company’s Board of Directors (for reasons other thandeath or disability).

 

1.1.2        *“Code”* means theInternal Revenue Code of 1986, as amended.

 

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1.1.3     *“Company”*means TheFulton County National Bank and Trust Company, a national banking associationlocated in McConnellsburg, Pennsylvania.

 

1.1.4     *“Early Termination Date”* means the datethe Executive has terminated employment prior to attaining Normal RetirementAge.

 

1.1.5     *“Normal Retirement Age”*means theExecutive’s 65th birthday.

 

1.1.6     *“Normal Retirement Date”*means the laterof the Normal Retirement Age or Termination of Employment

 

1.1.7     *“Termination of Employment”*means theExecutive’s ceasing to be employed by the Company for any reason whatsoever,voluntary or involuntary, other than by reason of an approved leave of absence.

 

1.1.8     *“Plan Year”*means eachtwelve-month period from the effective date of this Agreement.

 

**Article 2**

 

**Retirement Benefits**

 

2.1     *Normal Retirement Benefit.*If the Executive terminatesemployment on or after the Normal Retirement Date for reasons other than death,the Company shall pay to the Executive the benefit described in this Section2.1.

 

2.1.1     *Amount of Benefit.*The annual benefit under this Section 2.1is $24,000.  If the Executiveworks past Normal Retirement Age, this amount shall be increased each month by..67% from the Executive’s Normal Retirement Age to the Executive’s NormalRetirement Date.

 

2.1.2     *Payment of Benefit.*The Company shall pay the annual benefitin 12 equal monthly installments payable to the Executive on the first day ofeach month commencing with the month following the Executive’s NormalRetirement Date and continuing for 179 additional months.

 

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2.2     *Early Termination Benefit.*If theExecutive terminates employment before the Normal Retirement Date, and forreasons other than death or following a Change of Control, the Company shallpay to the Executive the benefit described in this Section 2.2.

 

2.2.1     *Amount of Benefit.*The annual benefit under Section 2.2 asset forth under Schedule A is the future value of the current year liabilityamount, in which Early Termination occurs, using an 8.5% discount ratecompounded monthly, and payable as set forth in Section 2.2.2 herein.  The annual benefit shall be 0% vested priorto age 55.

 

2.2.2     *Payment of Benefit.*The Company shall pay the annual benefitin 12 equal monthly installments payable to the Executive on the first day ofeach month commencing with the month following the Executive’s NormalRetirement Date and continuing for 179 additional months

 

2.3  *Change of Control Benefit.*IfExecutive is in active service of the Company at the time of a Change ofControl, the Executive shall be entitled to the benefit under this Section 2.3whether or not Termination of Employment occurs.

 

2.3.1        *Amount of Benefit. *Theannual benefit under Section 2.3 is the Normal Retirement Benefit that wouldhave been paid to the Executive under Section 2.1 calculated as if the date ofthe Executives Termination of Employment were the Normal Retirement Date.

 

2.3.2        *Payment of Benefit.* The Company shall pay the annual benefit in 12 equal monthlyinstallments payable to the Executive on the first day of each month commencingwith the month following the Executive’s Termination of Employment andcontinuing for 179 additional months.

 

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**Article 3**

 

**Survivor Benefits**

 

3.1     *Death During Active Service.*If theExecutive dies while in the active service of the Company, the Company shallpay to the Executive’s beneficiary the benefit described in this Section 3.1.

 

3.1.1     *Amount of Benefit.*The benefit under Section 3.1 is thelifetime benefit that would have been paid to the Executive under Section 2.1calculated as if the date of the Executive’s death were the Normal RetirementDate.

 

3.1.2     *Payment of Benefit.*The Company shall pay the annual benefitin 12 equal monthly installments payable to the Beneficiary on the first day ofeach month commencing with the month following the Executive’s death andcontinuing for 179 additional months.

 

3.2     *Death During Benefit Period. *If the Executive dies after benefitpayments have commenced under this Agreement but before receiving all suchpayments, the Company shall pay the remaining benefits to the Executive’sbeneficiary at the same time and in the same amounts they would have been paidto the Executive had the Executive survived.

 

3.3     *Death Following Active Service Before BenefitsCommence. *If theExecutive is entitled to benefit payments under this Agreement, but dies priorto receiving said benefit payments, the Company shall pay the Executive’sbeneficiary the benefit described in this Section 3.3.

 

3.3.1     *Amount of Benefit.*The benefit under Section 3.3 is thevested benefit that would have been paid to the Executive pursuant to ScheduleA.

 

3.3.2     *Payment of Benefit.*The Company shall pay the annual benefitin 12 equal monthly installments payable to the Beneficiary on the first day ofeach month commencing with the month following the Executive’s death andcontinuing for 179 additional months.

 

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3.4     *Death After Change of Control.   *If Executive dies following a Change ofControl, provided Executive was in active service at the time of the Change ofControl, the Company shall pay the Executive’s beneficiary the benefitdescribed in this Section 3.4.

 

3.4.1     *Amount of Benefit*. The benefit under Section 3.4 is thelifetime benefit that would have been paid to the Executive under Section 2.1calculated as if the date of the Executive’s death were the Normal RetirementDate.

 

3.4.2     *Payment of Benefit.*The Company shall pay the benefit to theBeneficiary on the first day of each month commencing with the month followingthe Executive’s death and continuing for 179 additional months.

 

**Article 4**

 

**Beneficiaries**

 

4.1     *Beneficiary Designations.*The Executive shall designate abeneficiary by filing a written designation with the Company. The Executive mayrevoke or modify the designation at any time by filing a new designation.However, designations will only be effective if signed by the Executive andaccepted by the Company during the Executive’s lifetime. The Executive’sbeneficiary designation shall be deemed automatically revoked if thebeneficiary predeceases the Executive, or if the Executive names a spouse asbeneficiary and the marriage is subsequently dissolved. If the Executive dieswithout a valid beneficiary designation, all payments shall be made to theExecutive’s surviving spouse, if any, and if none, to the Executive’s survivingchildren and the descendants of any deceased child by right of representation,and if no children or descendants survive, the Executive’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 handlingthe disposition of his or her property, the Company may pay such benefit to theguardian, legal representative or person having the care or custody of suchminor, incompetent person or incapable person. The Company may require proof ofincompetence, minority or guardianship as it may deem appropriate prior todistribution of the benefit. Such distribution shall completely discharge theCompany from all liability with respect to such benefit.

 

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**Article 5**

 

**GeneralLimitations**

 

Notwithstanding any provisionof this Agreement to the contrary, the Company shall not pay any benefit underthis Agreement:

 

5.1*     ExcessParachute Payment.*To the extent the benefit would be an excess parachutepayment under Section 280G of the Code.

 

5.2*     Terminationfor Cause.*If the Company terminates the Executive’s employment for:

 

5.2.1     Gross negligence or gross neglect of duties;

 

5.2.2     Commission of a felony or of a gross misdemeanor involving moralturpitude; or

 

5.2.3     Fraud, disloyalty, dishonesty or willful violation of any law orsignificant Company policy committed in connection with the Executive’semployment and resulting in an adverse effect on the Company.

 

5.3**    ***Competition After Termination of Employment.*No benefitsshall be payable, except for benefits paid due to a Change of Control, if theExecutive, without the prior written consent of the Company, engages in,becomes interested in, directly or indirectly, as a sole proprietor, as apartner in a partnership, or as a substantial shareholder in a corporation, orbecomes associated**with, in the capacity ofemployee, director, officer, principal, agent, trustee or in any other capacitywhatsoever, any enterprise conducted in the trading area (a 25 mile radius) ofthe business of the Company which enterprise is, or may deemed to be,competitive with any business carried on by the Company as of the date oftermination of the Executive’s employment or his retirement.

 

5.4*     Suicide.*No benefits shall be payable if the Executive commits suicide within twoyears after the date of this Agreement, or if the Executive has**made any material misstatement of fact on any applicationfor life insurance purchased by the Company.

 

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**Article 6**

 

**Claims andReview Procedures**

 

6.1     *Claims Procedure.*The Company shall notify the Executive orthe Executive’s beneficiary in writing, within ninety (90) days of his or herwritten application for benefits, of his or her eligibility or ineligibilityfor benefits under the Agreement.  If theCompany determines that the Executive or the Executive’s beneficiary is noteligible for benefits or full benefits, the notice shall set forth (1) thespecific reasons for such denial, (2) a specific reference to the provisions ofthe Agreement on which the denial is based, (3) a description of any additionalinformation 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’sclaims review procedure and other appropriate information as to the steps to betaken if the Executive or the Executive’s beneficiary wishes to have the claimreviewed.  If the Company determines thatthere are special circumstances requiring additional time to make a decision,the Company shall notify the Executive or the Executive’s beneficiary of thespecial 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 Executiveor the Executive’s beneficiary is determined by the Company not to be eligiblefor benefits, or if the Executive or the Executive’s beneficiary believes thathe or she is entitled to greater or different benefits, the Executive or theExecutive’s beneficiary shall have the opportunity to have such claim reviewedby 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 petitionshall state the specific reasons which the Executive or the Executive’sbeneficiary believes entitle him or her to benefits or to greater or differentbenefits. Within sixty (60) days after receipt by the Company of the petition,the Company shall afford the Executive or the Executive’s  beneficiary (and counsel, if any) anopportunity to present his or her position to the Company orally or in writing,and the Executive or the Executive’s beneficiary (or counsel) shall have the right to review the pertinentdocuments. The Company shall notify the Executive or the Executive’sbeneficiary of its decision in writing within the sixty-day period, statingspecifically the basis of its decision, written in a manner calculated to beunderstood by the Executive or the Executive’s beneficiary and the specific provisions of the Agreement on which thedecision is based. If, because

 

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of the need for a hearing, thesixty-day period is not sufficient, the decision may be deferred for up toanother sixty-day period at the election of the Company, but notice of thisdeferral shall be given to the Executive or the Executive’s  beneficiary.

 

**Article 7**

 

**Amendmentsand Termination**

 

This Agreementmay be amended or terminated only by a written agreement signed by the Companyand the Executive.

 

**Article 8**

 

**Miscellaneous**

 

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

 

8.2     *No Guaranty of Employment.*This Agreement is not anemployment policy or contract. It does not give the Executive the right toremain an employee of the Company, nor does it interfere with the Company’sright to discharge the Executive. It also does not require the Executive toremain an employee nor interfere with the Executive’s right to terminateemployment at any time.

 

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

 

8.4  *Tax Withholding.*The Company shall withhold any taxes thatare required to be withheld from the benefits provided under this Agreement.

 

8.5*  Applicable Law.*TheAgreement and all rights hereunder shall be governed by the laws ofPennsylvania, except to the extent preempted by the laws of the United Statesof America.

 

8.6*  UnfundedArrangement.*The Executive and beneficiary are general unsecured creditorsof the Company for the payment of benefits under this Agreement. The benefits 

 

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represent the mere promise bythe Company to pay such benefits. The rights to benefits are not subject in anymanner to anticipation, alienation, sale, transfer, assignment, pledge,encumbrance, attachment, or garnishment by creditors. Any insurance on theExecutive’s life is a general asset of the Company to which the Executive andbeneficiary have no preferred or secured claim.

 

8.7  *Recovery of Estate Taxes. *Ifthe Executive’s gross estate for federal estate tax purposes includes anyamount determined by reference to and on account of this Agreement, and if thebeneficiary is other than the Executive’s estate, then the Executive’s estateshall be entitled to recover from the beneficiary receiving such benefit underthe terms of the Agreement, an amount by which the total estate tax due byExecutive’s estate, exceeds the total estate tax which would have been payableif the value of such benefit had not been included in the Executive’s grossestate. If there is more than one person receiving such benefit, the right ofrecovery shall be against each such person. In the event the beneficiary has aliability hereunder, the beneficiary may petition the Company for a lump sumpayment in an amount not to exceed the beneficiary’s liability hereunder.

 

*8.8**EntireAgreement. *This Agreementconstitutes the entire agreement between the Company and the Executive as tothe subject matter hereof.  No rights aregranted to the Executive by virtue of this Agreement other than thosespecifically set forth herein.

 

*8.9**Administration. *The Company shall have powers which arenecessary to administer this Agreement, including but not limited to:

 

*8.9.1**      *Interpretingthe provisions of the Agreement:

 

*8.9.2**      *Establishingand revising the method of accounting for the Agreement;

 

*8.9.3**      *Maintaininga record of benefit payments; and

 

*8.9.4**      *Establishingrules and prescribing any forms necessary or desirable to administer theAgreement.

 

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**IN WITNESSWHEREOF,** The Executive and a duly authorized Companyofficer have signed this Agreement.

 

 
| EXECUTIVE:     | COMPANY:                                           |
|----------------|----------------------------------------------------|
|           | The Fulton County National  Bank and Trust Company |
|           |                                               |
|           |                                               |
|           |                                               | By |   |   |
| Alice G. Clark |                                               | Title |   |   |
|                |                                                    |  |  |  |  |  |

 

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**THOMAS H.BARD**

 

**SCHEDULE  A**

 

| ** ** | ** ** | **Early**           | ** ** | **Early**          | ** ** |
|------------|------------|---------------------|------------|--------------------|------------|
| **Plan**   | ** ** | **Termination**     | ** ** | **Termination**    | ** ** |
| **Year**   | ** ** | **Monthly Benefit** | ** ** | **Annual Benefit** | ** ** |
|       |       |                |       |               |       |
| **1-21**   | ** ** | **$**               | **0**      | ** **         | **$**      | **0** | ** ** |
| **22**     | ** ** | **1,822**           | ** ** | **21,859**         | ** ** |
| **23**     | ** ** | **1,849**           | ** ** | **22,185**         | ** ** |
| **24**     | ** ** | **1,874**           | ** ** | **22,485**         | ** ** |
| **25**     | ** ** | **1,897**           | ** ** | **22,760**         | ** ** |
| **26**     | ** ** | **1,918**           | ** ** | **23,013**         | ** ** |
| **27**     | ** ** | **1,937**           | ** ** | **23,245**         | ** ** |
| **28**     | ** ** | **1,955**           | ** ** | **23,458**         | ** ** |
| **29**     | ** ** | **1,971**           | ** ** | **23,654**         | ** ** |
| **30**     | ** ** | **1,986**           | ** ** | **23,835**         | ** ** |
| **31**     | ** ** | **2,000**           | ** ** | **24,000**         | ** ** |
|            |            |                     |            |                    |            |  |  |

 

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**THEFULTON COUNTY BANK AND TRUST COMPANY**

**SALARYCONTINUATION AGREEMENT**

 

**BENEFICIARYDESIGNATION**

 

I designate the followingas beneficiary of any death benefits under The Fulton County National Bank andTrust Company Salary Continuation Agreement:

 

 
| Primary:    |   |   |
|-------------|--------|--------|
|        |
|        |
| Contingent: |   |   |
|             |        |        |  |

 

 

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

 

 

I understand that I maychange these beneficiary designations by filing a new written designation withthe Company.  I further understand thatthe designations will be automatically revoked if the beneficiary predeceasesme, or, if I have named my spouse as beneficiary, in the event of thedissolution of our marriage.

 

 
| Signature                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Date                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Accepted by the Company  this            day of                                              ,               . |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| By                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Title                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |        |        |  |  |

 

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**FIRSTAMENDMENT**

### **TO THE**

**THEFULTON COUNTY NATIONAL BANK AND TRUST COMPANY**

**SALARYCONTINUATION AGREEMENT**

 

**DATEDDECEMBER 23, 1996**

**FOR**

**ALICE G.CLARK**

 

THIS AMENDMENT executedon this 4th day of August, 2000, by and between THE FULTON COUNTYNATIONAL BANK AND TRUST COMPANY, a national banking association, located inMcConnellsburg, Pennsylvania (the “Company”) and ALICE G. CLARK (the “Executive”).

 

On December 23, 1996, theCompany and the Executive executed THE FULTON COUNTY NATIONAL BANK AND TRUSTCOMPANY SALARY CONTINUATION AGREEMENT (the “Agreement”).

 

Pursuant to the power ofamendment reserved by Article 7 of the Agreement, the undersigned herebyamends, in part, said Agreement to increase the Executive’s Normal RetirementBenefit from $24,000 (Twenty Four Thousand Dollars) per year to $46,000 (FortySix Thousand Dollars) per year for 15 years; and to explain how the EarlyTermination Benefit is calculated.  Thischange will also increase the accruals in Schedule A attached to saidAgreement.  Therefore, the followingrevisions shall be made:

 

*Article 2.1.1 of the Agreementshall be deleted in its entirety and replaced by Article 2.1.1 below.*

 

2.1.1        *Amount of Benefit.* The annual benefit under this Section 2.1 is $46,000 (Forty Six ThousandDollars).  If the Executive works pastNormal Retirement Age, this amount shall be increased each month by .67% fromthe Executive’s Normal Retirement Age to the Executive’s Normal RetirementDate.

 

*Article 2.2.1 of theAgreement shall be deleted in its entirety and replaced by Article 2.2.1 below.*

* *

2.2.1        *Amount of Benefit.* The annual benefit under Section 2.2 as set forth under Schedule A isthe future value of the current year liability amount, in which EarlyTermination occurs, using an 8.5% discount rate compounded monthly, and payableas set forth in Section 2.2.2 herein. The annual benefit shall be 0% vested prior to age 55.

 

*Schedule A of the Agreement shallbe deleted in its entirety and replaced by the attached First Amended ScheduleA.*

 

*Article4.1 of the agreement shall be deleted in its entirety and replaced by article4.1 below.*

 

4.1*BeneficiaryDesignations.*  The Executiveshall designate a beneficiary by filing a written designation with the Company.  The Executive may revoke or modify thedesignation at any 

 

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time by filing a newdesignation.  However, designations willonly be effective if signed by the Executive and accepted by the Company duringthe Executive’s lifetime.  The Executive’sbeneficiary designation shall be deemed automatically revoked if thebeneficiary predeceases the Executive, or if the Executive names a spouse asbeneficiary and the marriage is subsequently dissolved.  If the Executive dies without a validbeneficiary designation, all payments shall be made to the Executive’ssurviving spouse, if any, and if none, to the Executive’s surviving childrenand the descendants of any deceased child by right of representation, and if nochildren or descendants survive, to the Executive’s estate.

 

 

**INWITNESS OF THE ABOVE**, the Executive and the Company haveagreed to this First Amendment.

 
| **Executive:** | **Company:** |
|----------------|--------------|
|           |         |
|           | ** **   | **THE  FULTON COUNTY NATIONAL  BANK AND TRUST COMPANY** |
|           | ** **   | ** ** | ** ** | ** ** |
|           |         | ** ** | By |   | ** ** |
| Alice Clark    |         | ** ** |   |   | ** ** |
|           |         | ** ** | Title |   | ** ** |
|                |              |  |  |  |  |  |

 

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**FIRSTAMENDED SCHEDULE A**

**TO THE**

**THEFULTON COUNTY NATIONAL BANK AND TRUST COMPANY**

**SALARYCONTINUATION AGREEMENT**

 

**AliceClark**

 

| ** ** | ** ** | **Early**       | ** ** | **Early**       | ** ** |
|------------|------------|-----------------|------------|-----------------|------------|
| ** ** | ** ** | **Termination** | ** ** | **Termination** | ** ** |
| **Plan**   | ** ** | **Monthly**     | ** ** | **Annual**      | ** ** |
| **Year**   | ** ** | **Benefit**     | ** ** | **Benefit**     | ** ** |
| ** ** | ** ** | ** **      | ** ** | ** **      | ** ** |
| 1          |       | 0               |       | 0               |       |
| 2          |       | 0               |       | 0               |       |
| 3          |       | 0               |       | 0               |       |
| 4          |       | 0               |       | 0               |       |
| 5          |       | 0               |       | 0               |       |
| 6          |       | 0               |       | 0               |       |
| 7          |       | 0               |       | 0               |       |
| 8          |       | 0               |       | 0               |       |
| 9          |       | 0               |       | 0               |       |
| 10         |       | 0               |       | 0               |       |
| 11         |       | 0               |       | 0               |       |
| 12         |       | 0               |       | 0               |       |
| 13         |       | 0               |       | 0               |       |
| 14         |       | 0               |       | 0               |       |
| 15         |       | 0               |       | 0               |       |
| 16         |       | 0               |       | 0               |       |
| 17         |       | 0               |       | 0               |       |
| 18         |       | 0               |       | 0               |       |
| 19         |       | 0               |       | 0               |       |
| 20         |       | 0               |       | 0               |       |
| 21         |       | 0               |       | 0               |       |
| 22         |       | $               | 3,452      |            | $          | 41,427 |   |
| 23         |       | $               | 3,510      |            | $          | 42,123 |   |
| 24         |       | $               | 3,564      |            | $          | 42,763 |   |
| 25         |       | $               | 3,613      |            | $          | 43,351 |   |
| 26         |       | $               | 3,658      |            | $          | 43,891 |   |
| 27         |       | $               | 3,699      |            | $          | 44,387 |   |
| 28         |       | $               | 3,737      |            | $          | 44,843 |   |
| 29         |       | $               | 3,772      |            | $          | 45,262 |   |
| 30         |       | $               | 3,804      |            | $          | 45,646 |   |
| 31         |       | $               | 3,833      |            | $          | 46,000 |   |
|       |       |            |       |            |       |

#### ** **

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#### **THE FULTON COUNTY BANKAND TRUST COMPANY**

**SALARYCONTINUATION AGREEMENT**

 

**BENEFICIARYDESIGNATION**

 

I designate the followingas beneficiary of any death benefits under The Fulton County National Bank andTrust Company Salary Continuation Agreement:

 

 
| Primary:    |   |   |
|-------------|--------|--------|
|        |
|        |
| Contingent: |   |   |
|             |        |        |  |

 

 

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

 

I understand that I maychange these beneficiary designations by filing a new written designation withthe Company.  I further understand thatthe designations will be automatically revoked if the beneficiary predeceasesme, or, if I have named my spouse as beneficiary, in the event of thedissolution of our marriage.

 

 
| Signature                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Date                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Accepted by the Company  this            day of                                              ,               . |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| By                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Title                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |        |        |  |  |

 

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