exv10w9



 





Exhibit 10.9




The Split Dollar Life Insurance Agreement attached is the agreement by and
between First Federal Savings Bank (the “Bank”) and Joseph U. Frye. Such
agreement is substantially identical in all material respects (except as
otherwise noted below) to the other agreements listed below which are not being
filed as separate exhibits to this Registration Statement.



Parties to Split Dollar Life Insurance Agreement:



The Bank and John J. LaCarte



The Bank and Jack M. McGinley



The Bank and John M. McGinley (1)



(1) Mr. John M. McGinley’s Split Dollar Life Insurance Agreement is
substantially identical to Mr. Frye’s agreement, except that the amount that
Mr. McGinley may be entitled to in Section VI.A is fifty thousand dollars
rather than twenty-five thousand dollars.



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LIFE INSURANCE




ENDORSEMENT METHOD SPLIT DOLLAR PLAN




AGREEMENT




	 	 	 	 	 
	Insurer:

	 	Southland Life Insurance Company

	 
	 	 	 	 
	Policy Number:

	 	0600087689	 
	 
	 	 	 	 
	Bank:

	 	First Federal Savings Bank

	 
	 	 	 	 
	Insured:

	 	Joseph U. Frye

	 
	 	 	 	 
	Relationship of Insured to Bank:

	 	Director







The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:





	I.	 	DEFINITIONS
	 
	 	 	Refer to the policy contract for the definition of all terms in this
Agreement.
	 
	II.	 	POLICY TITLE AND OWNERSHIP




Title and ownership shall reside in the Bank for its use and for the use of the
Insured all in accordance with this Agreement. The Bank alone may, to the
extent of its interest, exercise the right to borrow or withdraw on the policy
cash values. Where the Bank and the Insured (or assignee, with the consent of
the Insured) mutually agree to exercise the right to increase the coverage
under the subject Split Dollar policy, then, in such event, the rights, duties
and benefits of the parties to such increased coverage shall continue to be
subject to the terms of this Agreement.





	III.	 	BENEFICIARY DESIGNATION RIGHTS
	 
	 	 	The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive the Insured’s share of the
proceeds payable upon the death of the Insured, and to elect and change a
payment option for such beneficiary, subject to any right or interest the
Bank may have in such proceeds. as provided in this Agreement.
	 
	IV.	 	PREMIUM PAYMENT METHOD
	 
	 	 	The Bank shall pay an amount equal to the planned premiums and any other
premium payments that might become necessary to keep the policy in force.






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	V.	 	TAXABLE BENEFIT
	 
	 	 	Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank
(or its administrator) will report to the Insured the amount of imputed
income each .ear on Form W-2 or its equivalent.
	 
	VI.	 	DIVISION OF DEATH PROCEEDS
	 
	 	 	Subject to Paragraphs VII and IX herein, the division of the death
proceeds of the policy is as follows:






	 	A.	 	Should the Insured be employed by the Bank at the time of his
or her death, the Insured’s beneficiary(ies), designated in
accordance with Paragraph III, shall be entitled to an amount equal
to twenty-five thousand and no/100ths ($25,000.00) or the net at
risk insurance portion of the proceeds, whichever is less. The net
at risk insurance portion is the total proceeds less the cash value
of the policy.
	 
	 	B.	 	Should the Insured not be employed by the Bank at the time of
his or her death, the Insured’s beneficiary(ies), designated in
accordance a ith Paragraph III, shall be entitled to the following
percentage of the proceeds described in Subparagraph VI (A)
hereinabove that corresponds to the number of full years the Insured
has been employed with the Bank since the date of first employment:





	 	 	 	 	 
	

	 	Total Years	 	 
	

	 	of Employment	 	 
	

	 	with the Bank
	 	Vested
	 
	 	 	 	 
	

	 	1–10
	 	10% per year (to a maximum of 100%)








	 	C.	 	The Bank shall be entitled to the remainder of such proceeds.
	 
	 	D.	 	The Bank and the Insured (or assignees) shall share in any
interest due on the death proceeds on a pro rata basis as the
proceeds due each respectively bears to the total proceeds,
excluding any such interest.






	VII.	 	DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
	 
	 	 	The Bank shall at all times be entitled to an amount equal to the
policy’s cash value, as that term is defined in the policy contract, less
any policy loans and unpaid interest or cash withdrawals previously
incurred by the Bank and any applicable surrender charges. Such cash
value shall be determined as of the date of surrender or death as the
case may be.




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	VIII.	 	RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
	 
	 	 	In the event the policy involves an endowment or annuity element, the
Bank’s right and interest in any endowment proceeds or annuity benefits,
on expiration of the deferment period, shall be determined under the
provisions of this Agreement by regarding such endowment proceeds or the
commuted value of such annuity benefits as the policy’s cash value. Such
endowment proceeds or annuity benefits shall be considered to be like
death proceeds for the purposes of division under this Agreement.
	 
	IX.	 	TERMINATION OF AGREEMENT
	 
	 	 	This Agreement shall terminate if the Insured shall be discharged from
employment with the Bank for cause. The term for “cause” shall mean any
of the following that result in an adverse effect on the Bank: (i) gross
negligence or gross neglect; (ii) the commission of a felony or gross
misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) an
intentional failure to perform stated duties: or (iv) a breach of
fiduciary duty involving personal profit. If a dispute arises as to
discharge for “cause”, such dispute shall be resolved by arbitration as
set forth in this Director Plan.
	 
	 	 	Except as provided above, this Agreement shall terminate upon
distribution of the death benefit proceeds in accordance with Paragraph
VI above.
	 
	X.	 	INSURED’S OR ASSIGNEE’S ASSIGNMENT RIGHTS
	 
	 	 	The Insured may not, without the written consent of the Bank, assign to
any individual, trust or other organization, any right, title or interest
in the subject policy nor any rights, options, privileges or duties
created under this Agreement.
	 
	XI.	 	AGREEMENT BINDING UPON THE PARTIES
	 
	 	 	This Agreement shall bind the Insured and the Bank, their heirs,
successors. personal representatives and assigns.
	 
	XII.	 	NAMED FIDUCIARY AND PLAN ADMINISTRATOR
	 
	 	 	First Federal Savings Bank is hereby designated the “Named Fiduciary”
until resignation or removal by the Board of Directors. As Named
Fiduciary, the Bank shall be responsible for the management, control, and
administration of this Split Dollar Plan as established herein. The Named
Fiduciary may allocate to others certain aspects of the management and
operation responsibilities of the Plan, including the employment of
advisors and the delegation of any ministerial duties to qualified
individuals.




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	XIII.	 	FUNDING POLICY
	 
	 	 	The funding policy for this Split Dollar Plan shall be to maintain the
subject policy in force by paying, when due, all premiums required.
	 
	XIV.	 	CLAIM PROCEDURES FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR PLAN
	 
	 	 	Claim forms or claim information as to the subject policy can be obtained
by contacting The Benefit Marketing Group, Inc. (770-952-1529). When the
Named Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, they should contact the office named
above, and they will either complete a claim form and forward it to an
authorized representative of the Insurer or advise the named Fiduciary
what further requirements are necessary. The Insurer will evaluate and
make a decision as to payment. If the claim is payable, a benefit check
will be issued to the Named Fiduciary.
	 
	 	 	In the event that a claim is not eligible under the policy, the Insurer
will notify the Named Fiduciary of the denial pursuant to the
requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such
claim denial, they should contact the office named above and they will
assist in making inquiry to the Insurer. All objections to the Insurer’s
actions should be in writing and submitted to the office named above for
transmittal to the Insurer.
	 
	XV.	 	GENDER
	 
	 	 	Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
	 
	XVI.	 	INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
	 
	 	 	The Insurer shall not be deemed a party to this Agreement, but will
respect the rights of the parties as herein developed upon receiving an
executed copy of this Agreement. Payment or other performance in
accordance with the policy provisions shall fully discharge the Insurer
for any and all liability.
	 
	XVII.	 	CHANGE OF CONTROL
	 
	 	 	For purposes of this Agreement, a “Change in Control” of the Company or
the Bank shall be deemed to occur if and when (a) an offeror other than
the Company purchases shares of the common stock of the Company or the
Bank pursuant to a tender or exchange offer for such shares, (b) any
person (as such term is used in Sections 13(d) and 14(d) (2) of the
Securities Exchange Act of 1934) is or becomes the beneficial owner,
directly or indirectly, of
securities of the Company or the Bank representing twenty-five percent
(25%) or more of the combined voting power of the Company’s or Bank’s
then




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		 	utstanding securities, (c) the membership of the board of directors
of the Company or the Bank changes as the result of a contested election,
such that individuals who were directors at the beginning of any
twenty-four (24) month period (whether commencing before or after the
date of adoption of this Plan) do not constitute a majority of the Board
at the end of such period, or (d) sale or disposition of all or
substantially all of the Company’s or Bank’s assets, or a plan of partial
or complete liquidation is approved by the directors or the shareholders
of the Company or the Bank. Upon a Change of Control, if the Insured’s
employment is subsequently terminated. except for cause, then the Insured
shall be one hundred percent (100%) vested in the benefits promised in
this Agreement and, therefore, upon the death of the Insured, the
Insured’s beneficiary(ies) (designated in accordance with Paragraph III)
shall receive the death benefit provided herein as if the Insured had
died while employed by the Bank [See Subparagraph VI (A)].





Executed at Monessen, Pennsylvania this 30th day of June, 1999.




	 	 	 	 	 
	 	 	FIRST FEDERAL SAVINGS BANK
	 	 	Monessen, PA
	 
	 	 	 	 
	/s/Rita Fraino

	 	By:
	 	/s/Robert L. Breslow
	


	 	 	 	

	Witness	 	Title: Senior Vice President
	 
	 	 	 	 
	/s/Rita Fraino

	 	By:
	 	/s/Joseph U. Frye
	


	 	 	 	

	Witness

	 	 	 	Joseph U. Frye







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BENEFICIARY DESIGNATION FORM




FOR LIFE INSURANCE ENDORSEMENT METHOD




SPLIT DOLLAR PLAN AGREEMENT




PRIMARY DESIGNATION:




	 	 	 	 	 
	Name
	 	Address
	 	Relationship

	
 

	 	
 
	 	
 
	 
	 	 	 	 
	
 

	 	
 
	 	
 
	 
	 	 	 	 
	
 

	 	
 
	 	
 







SECONDARY (CONTINGENT) DESIGNATION:




	 	 	 	 	 
	Name
	 	Address
	 	Relationship

	
 

	 	
 
	 	
 
	 
	 	 	 	 
	
 

	 	
 
	 	
 
	 
	 	 	 	 
	
 

	 	
 
	 	
 







All sums payable under the Life Insurance Endorsement Method Split Dollar
Agreement by reason of my death shall be paid to the Primary Beneficiary, if he
or she survives me, and if no Primary Beneficiary shall survive me, then to the
Secondary (Contingent) Beneficiary.



	 	 	 
	Joseph U. Frye

	 	Date








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