exv10w10






Exhibit 10.10




SPLIT-DOLLAR AGREEMENT



THIS AGREEMENT, made as of the 18th day of October, 1993, by and between THE SAVINGS
BANK OF ROCKVILLE, a Connecticut corporation (hereinafter referred to as the “Employer”), and
JOSEPH F. JEAMEL, JR. of Vernon, Connecticut (hereinafter referred to as the “Employee”).



WITNESSETH THAT:



WHEREAS, the Employee is employed by the Employer; and



WHEREAS, the Employer is desirous of retaining the services of the Employee and of assisting the
Employee in paying for life insurance on his own life; and



WHEREAS, the Employer has determined that this assistance can be provided under a split dollar life
insurance arrangement; and



WHEREAS, the Employee has applied for, and is the owner of the insurance policy or policies listed
in Schedule A attached hereto, hereinafter referred to as the “Policy”, and



WHEREAS, the Employer and the Employee agree to make the Policy subject to this Agreement; and



WHEREAS, the Employee has assigned the Policy to the Employer as collateral for amounts to be
advanced by the Employer under this Agreement by an instrument of assignment filed with the Insurer
(hereinafter referred to as the “Assignment”);




 









 







NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, the
Parties hereto hereby agree as follows:





	 	1.	 	The Parties hereto agree that the Policy shall be subject to the terms and conditions
of this Agreement and of the Assignment filed with the Insurer relating to the Policy. The
Employee shall be the sole and absolute owner of the Policy and may exercise all ownership
rights granted to the owner thereof by the terms of the Policy, except as may be otherwise
provided herein and in the Assignment.
	 
	 	2.	 	Any dividend declared on the Policy shall be applied to purchase paid-up additional
insurance on the life of the Employee. The Parties hereto agree that the dividend election
provisions of the Policy shall conform to the provisions hereof.
	 
	 	3.	 	The premium for the Policy will be paid by the Employer during the Employee’s
employment by the Employer and will be allocated between the Employee and the Employer.
The Employee’s share of the premium (term insurance allocation) shall be paid by the
Employer as agent for the Employee and shall be charged to the Employee as cash
compensation, and for all purposes, including the Assignment, shall be deemed cash
compensation and not Employer paid premium.
	 
	 	4.	 	The Assignment shall not be terminated, altered or amended by the Employee without the
express written consent of the Employer. The Parties hereto agree to take reasonable
action to cause such Assignment to conform to the provisions of this Agreement.






	 	5.	 	a. Except as otherwise provided herein, the Employee shall not sell, assign, transfer,
borrow against, surrender or cancel the Policy, change the beneficiary designation
provision thereof,




 









 






	 	 	 	or terminate the dividend election thereof without, in any such case, the express
written consent of the Employer.






b. The Employer shall not borrow against the Policy without the express written consent
of the Employee.




c. Upon the Employee’s attainment of age sixty-five (65), the Employee shall have the
right to alter the dividend option and the right to take any action with regard to the
cash value of the policy in excess of the collaterally assigned interest of the
Employer.




	 	6.	 	a. Upon the death of the Employee, the Employer shall promptly take all action
necessary to obtain its share of the death benefit provided under the Policy.






b. The Employer shall have the unqualified right to receive a portion of such Death
Benefit equal to the total amount of its share of the premiums paid by it hereunder
(hereinafter referred to as the “Net Premiums”) without interest. The balance of the
death benefit provided under the Policy, if any, shall be paid directly by the Insurer
to the beneficiary or beneficiaries and in the manner designated by the Employee. No
amount shall be paid from such death benefit to the beneficiary or beneficiaries
designated by the Employee until the Employer or Insurer acknowledges in writing that
the full amount due to the Employer hereunder has been paid. The Parties hereto agree
that the beneficiary designation provision of the Policy shall conform to the provisions
hereof.




	 	7.	 	The Employer shall not merge or consolidate into or with another organization, or
reorganize, or sell substantially all of its assets to another organization, firm or person
unless and until such succeeding or continuing organization, firm or person agrees to
assume and discharge




 









 






	 	 	 	the obligations of the Employer under this Agreement. Upon the occurrence of such
event, the term “Employer” as used in this Agreement shall be deemed to refer to such
successor or survivor organization. The obligations continuing hereunder shall require
future payments of premiums only if (a) Employee’s employment continues with such
organization, firm or person or (b) an agreement or arrangement beyond this Agreement so
requires.






	 	8.	 	This Agreement shall terminate upon the Employee’s death and the payment of proceeds
pursuant to Section 6 of this Agreement.
	 
	 	9.	 	a. If the employee ceases to be employed by the employer for whatever reason, the
Employee has the right to continue to keep the Policy in force either individually or
through a subsequent Employer, subject to the requirement that the Policy cash value not be
reduced through loans, premium payment options, or in any other manner below the amount
needed to repay the Employer the Net Premiums paid by it hereunder.






b. If the Employee continues to keep the Policy in force, termination of this Agreement
shall be pursuant to Section 8 of this Agreement.




c. If the Employee does not continue to keep the Policy in force, this Agreement will
terminate immediately and the Employer will be repaid an amount equal to the lesser of
Net Premiums paid by the Employer or the cash surrender value as of the date of the
Employee’s termination of Employment.




	 	10.	 	The Parties hereto agree that this Agreement shall take precedence over any provisions
of the Assignment. The Employer agrees not to exercise any right possessed by it under the
Assignment except in conformity with this Agreement.




 









 












	 	11.	 	This Agreement may not be amended, altered or modified except by a written instrument
signed by both of the Parties hereto and may not be otherwise terminated except as provided
herein.
	 
	 	12.	 	a. The split-dollar arrangement contemplated herein is an exempt welfare plan under
regulations promulgated under Title I of the Employee Retirement Income Security Act of
1974 (“ERISA”).






b. For purposes of ERISA, the Employer will be the “named fiduciary” and “plan
administrator” of the split-dollar arrangement contemplated herein, and this Agreement
is hereby designated as the written plan instrument.




c. The Employee or any beneficiary of his may file a request for benefits with the plan
administrator. If a claim request is wholly or partially denied, the plan administrator
will furnish to the claimant a notice of its decision within ninety (90) days in
writing, and in a manner to be understood by the claimant, which notice will contain the
following information:




	 	(i)	 	the specific reason or reasons for the denial;
	 
	 	(ii)	 	specific reference to pertinent plan provisions upon which the
denial is based;
	 
	 	(iii)	 	a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation as to why
such material or information is necessary.




 









 












	 	(iv)	 	an explanation of the plan’s claim-review procedure describing
the steps to be taken by a claimant who wishes to submit his claim for review.






	 	d.	 	A claimant or his authorized representative may, with respect to any denied claim,






	 	(i)	 	request a review upon written application filed within sixty
(60) days after receipt by the claimant of written notice of the denial of his
claim;
	 
	 	(ii)	 	review pertinent documents; and
	 
	 	(iii)	 	submit issues and comments in writing.




Any request or submission will be in writing and will be directed to the plan
administrator. The plan administrator will have the sole responsibility for the review
of any denied claim and will take all appropriate steps in light of its findings. The
plan administrator will render a decision upon review of a denied claim within sixty
(60) days after receipt of a request for review. If special circumstances warrant
additional time, the decision will be rendered as soon as possible, but not later than
one hundred twenty (120) days after receipt of request for review. Written notice of
any such extension will be furnished to the claimant prior to the commencement of the
extension. The decision on review will be in writing and will include specific reasons
for the decision written in a manner to be understood by the claimant, as well as the
specific references of the pertinent provisions of the plan on which the decision is
based. If the decision on review is not furnished to the claimant within the time
limits described above, the claim will be deemed denied on review.




 









 









	 	13.	 	This Agreement shall be binding upon and inure to the benefit of the Employer and its
successors and assignees and the Employee and his successors, assignees, heirs, executors,
administrators and beneficiaries.
	 
	 	14.	 	Except as may be preempted by ERISA, the Agreement, and the rights of the Parties
hereunder, shall be governed by and construed in accordance with, the laws of the State of
Connecticut.




IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed by its officer thereunto
duly authorized and the Employee has hereunto set his hand and seal, all as of the day and year
first above written.




	 	 	 	 	 
	 	THE SAVINGS BANK OF ROCKVILLE


 	 
	 	By /s/ William J. McGurk
 	 
	 	William J. McGurk 	 
	 	Title:  	President 	 
	 
	 	 	 
	 	                             /s/ Joseph F. Jeamel, Jr.
 	 
	 	Joseph F. Jeamel, Jr. 	 
	 	 	 



 









 






	 	 	 	 	 



SCHEDULE A




	 	 	 	 	 	 	 	 	 
	Insurance Carrier	 	Policy No.	 	 	Face Amount	 
	Guardian Life Insurance Company
	 	 	3745602	 	 	$	123,950