HEI Exhibit 10.1


 


TRANSITION AND CONSULTING AGREEMENT


 


This
TRANSITION AND CONSULTING AGREEMENT (the “Agreement”) is made and entered into
as of this 27th day of April, 2010, by and between Timothy K. Schools, residing
at 4040 Black Point Road, Honolulu, HI 96816 (“Consultant”), and American
Savings Bank, F.S.B. (the “Company”).


 


R  E  C  I  T  A
L  S


 


A.            The Consultant has served the
Company as its President and has been leading the Company through a two year
performance improvement project (PIP), which is nearing completion.


 


B.            The Consultant has expressed his
desire to resign from the Company after completion of the PIP and return with
his family to their home in South Carolina.


 


C.            The Company wishes to obtain the
benefit of Consultant’s executive advice during a period of transition by
retaining him as a consultant for a period of one year following his departure,
and Consultant is willing to be so retained.


 


D.            The Company wishes to define and
clarify the rights and obligations of the parties with respect to the
aforementioned one-year consulting period.


 


NOW,
THEREFORE, in consideration of the premises, Consultant and the Company
(collectively, the “Parties”) hereby agree as follows.


 


A  G  R  E  E  M
E  N  T


 


1.             RESIGNATION.


 


(a) Resignation Date. Effective December 31,
2010, Consultant shall resign from employment with the Company as an employee,
and at that time Consultant agrees to resign from any and all positions held at
or on behalf of Company.  Incident to
such termination, Consultant shall be entitled to any benefit and to exercise
any right available to an employee who separates from service through voluntary
resignation under the terms of the benefit and compensation plans of the
Company and its affiliates in which Consultant is a participant.  Notwithstanding the benefits outlined in Section 2
below, Consultant shall not be entitled to any severance payments under any
established plan with the Company.


 


(b) Early Resignation. 
At the sole discretion of the Company, Consultant might resign on a
date earlier than December 31, 2010. 
In the event the Company requests an earlier date of resignation, or in
the case where the Company agrees to a request from Consultant to resign from
employment prior to December 31, 2010, then the Company will: (i) pay
Consultant his base salary through the actual last day of employment; and (ii) grant
Consultant credit for a full year of service in 2010 for purposes of incentive
compensation awards.  Consultant would
then be eligible for the awards, if any, for the 2010 EICP and the 2008-2010
LTIP, as well as participation in the Company’s profit-sharing plan.  If Consultant resigns 


 


1

















 


prior to December 31, 2010 without the
Company’s consent, he would not be eligible for any incentive compensation
under the 2010 EICP, the 2008-2010 LTIP or the Company’s profit-sharing plan.


 


2.             ENGAGEMENT AS
CONSULTANT.


 


Effective
December 31, 2010, or such other mutually agreeable date specified in
writing, Consultant shall be engaged to provide consulting services to the
Company, subject to the following terms and conditions.


 


(a)           Term.  The term of Consultant’s engagement under
this Agreement shall be the one year period from January 1, 2011 through December 31,
2011, or such earlier date on which Consultant’s engagement is terminated in
accordance with the terms of this Agreement (as stipulated or so modified, the
“Termination Date”).


 


(b)           Fee and Payment.


 


(1)           In
consideration for his serving as a consultant, Consultant shall be paid a
retainer and consulting fee (the “Fee”) which shall be equal to the cash value
of 7000 shares of common stock of Hawaiian Electric Industries, Inc.  The stock value will be based on the average
high/low share price of HE stock listed on the last open market day in December 2010.


 


(2)           The Fee shall
be paid in two installments.  The first
installment (50% of the aggregate Fee) shall be paid on January 1,
2011.  Provided that this Agreement has
not been terminated without Cause by Consultant or with Cause by the Company
(as “Cause” is defined in Section 3(b)(1), below), the second and final
installment (50% of the aggregate Fee) shall be paid in January 2012.  Payment of the second installment shall be
contingent upon Consultant’s providing a Final Release to the Company, as
defined in Section 5 below.  If this
Agreement is terminated with Cause by the Company or without Cause by
Consultant, or if the requirement for a Final Release is not satisfied, then
Consultant shall forfeit the second installment portion of the Fee.


 


(c)           Services.  In exchange for the Fee, Consultant shall
provide consultation services to the Company upon reasonable demand.  The matters on which the Company may request
consultation may range from matters relating to Consultant’s banking industry
expertise to more general subjects within Consultant’s knowledge.  In no event shall Consultant’s service exceed
480 hours for the twelve month period commencing January 1, 2011.


 


(d)           Reimbursements.  The Company shall reimburse Consultant for
travel and business expenses actually, reasonably and proximately incurred by
Consultant in rendering consulting services to the Company under this
Agreement.  Such expenses shall not
include expenses for equipment, such as computers, having a useful life in
excess of one year, advertising, office rent, parking, general or professional
liability insurance, meals and entertainment, club or association dues or
memberships, or expenses incurred by Consultant in employing other
persons.  Travel expenses shall be
reimbursed only if authorization for the travel has been obtained from the
Company in advance.  The Company may
condition reimbursement upon such documentary proof of expenses as it deems
reasonably necessary.


 


(e) Other Consideration.


 


Provided
Consultant remains employed by the Company through December 31, 2010, or
such earlier date as determined by the Company in its discretion, the Company
shall do the following effective yearend 2010: (i) waive Consultant’s
obligation to repay the pro rata portion of his $400,000 signing 


 


2

















 


bonus (four-year declining from date of hire
in July 2007); and (ii) purchase Consultant’s Kahala residence for
its original purchase price of $3.635 million less normal seller’s closing
costs (including 6% broker’s commission). 
The purchase of the Kahala residence will take place concurrently with
the last day of Consultant’s employment with the Company, provided that any
employment termination prior to yearend 2010 is with the Company’s consent.


 


(f)            Independent
Contractor Status.


 


(1)           No
coverage under benefit plans.  Consultant acknowledges that his engagement
shall be on an independent contractor basis, and not as an employee of the
Company or any of its affiliates. 
Accordingly, Consultant acknowledges that he shall not be treated as a
common law employee for payroll purposes during the term of this Agreement and
shall not have the right to be provided benefits or to accrue further benefits
on account of his engagement as a Consultant under any of the benefit plans
maintained by the Company or its affiliates for employees, including, without
limitation, the Hawaiian Electric Industries Retirement Savings Plan, the
Retirement Plan for Employees of Hawaiian Electric Industries, Inc. and
Participating Subsidiaries, any vacation or paid time off plan or policy of the
Company, and any Worker’s Compensation or other disability plan or program of
the Company, even if his status should be re-determined by the Internal Revenue
Service or other regulatory agency as that of an employee.


 


(2)           Terms
and conditions of engagement.  Except as otherwise specifically provided
herein, Consultant shall control the manner and conditions under which his
consulting services are provided. 
Without limiting the generality of the foregoing, Consultant


 


(A)                              shall establish his own
hours and place of work; for the convenience of the parties, the Company may,
but is not required, to make office space available to him on an as-needed or
office sharing basis;


(B)                                shall not have the right to
participate in any training or workshops offered to employees unless doing so
is necessary for Consultant’s assignment;


(C)                                shall provide his own tools
and facilities (e.g., desk, telephone, computer, and office space) and
materials (e.g., office supplies and postage), except as otherwise
expressed in Section 2(e)(2)(I) below;


(D)                               shall not receive
secretarial or similar support from the Company, except to the extent
incidental support is provided to Consultant at the convenience of the Company;


(E)                                 shall not be required to
submit oral or written reports on a regularly scheduled basis (e.g.,
daily, weekly);


(F)                                 shall not be required to
work full-time;


(G)                                shall apply for a General
Excise Tax (“GET”) license from the State of Hawaii; and


(H)                               shall be responsible for
securing his own insurance coverage as may be required or desired for operating
as an independent consultant.


 


If
Consultant determines to hire employees, such employees shall be retained and
their wages paid by Consultant himself; in no event and for no purpose shall
such employees be treated as employees of the Company. Further, the Company
will provide Consultant office space on an as needed basis when Consultant is
performing work for the Company and the use of the office is incidental to said
work.  Consultant will be notified in
advance when his attendance is required for meetings. Consultant will be
permitted limited access to the Company’s intranet for purposes of email
correspondence and for specific work assignments.


 


3

















 


(3)           Taxes.  Except for applicable Hawaii
GET related to services provided under this Agreement, which shall be the
responsibility of the Company, all other taxes of every nature and kind levied
on Consultant in relation to the services or benefits provided under this
Agreement, including, without limitation, Federal and State net income taxes,
shall be the responsibility of Consultant, and the Company shall have no
obligation to Consultant for the same. 
Except with respect to the Hawaii GET, the Consultant agrees to
indemnify the Company for any taxes or penalties assessed or imposed on the
Company by any State or federal authority as a result of the tax treatment and
reporting of the payments made under this Agreement or due to Consultant’s
failure to pay any taxes found due on such amounts by any taxing authorities.


 


3.             EARLY TERMINATION
OF CONSULTANT’S ENGAGEMENT.


 


Consultant’s
engagement may be terminated by Company or Consultant prior to the Termination
Date only pursuant to the provisions of this Section 3.


 


(a)           Termination
without Cause.  Either Party
may terminate Consultant’s engagement without Cause upon 30 days’ written
notice to the other Party.  Such
termination shall be without prejudice to any other rights such terminating
Party may have under this Agreement or applicable law.


 


(1)           By
Company.  If the
Company terminates Consultant’s engagement without Cause, the remainder of the
Fee shall be paid to Consultant in a single lump sum thirty (30) days after termination
without cause, provided that Consultant has satisfied the requirement for a
Final Release.


 


(2)           By
Consultant.  If Consultant
terminates his engagement without Cause, then Consultant shall forfeit any
remaining portion of the Fee, subject to Company’s right to waive such
forfeiture in its sole discretion.   In
the event of such waiver, any remaining portion of the Fee may be paid to
Consultant upon Consultant’s satisfaction of the requirement for a Final Release.


 


(b)           Termination for
Cause by Company.


 


(1)           For purposes of
this Agreement, “Cause” shall mean:


 


(A)          any act that
constitutes a material violation of this Agreement or the Company’s written
policies for its employees, officers, directors, and vendors;


(B)          engaging in
conduct materially and demonstrably injurious to the Company; or


(C)          any act that
violates Section 6 or 7 of this Agreement,


 


provided
that the Company specifically terminates the Consultant’s engagement for Cause
within thirty (30) days from the date the Company has actual notice of such
conduct or within such longer time as may be mutually agreed in writing by the
Company and Consultant in order to afford the Company the opportunity for full
review of the facts and circumstances.


 


(2)           If the Company
terminates the Consultant’s engagement for Cause, then Consultant shall forfeit
any remaining portion of the Fee.


 


4

















 


(c)           Termination for
Good Reason by Consultant.


 


(1)           For purposes of
this Agreement, “Good Reason” shall mean termination by Consultant of
Consultant’s engagement owing to:


 


(A)          a material
diminution in Consultant’s compensation under this Agreement, including the
failure of the Company to pay any installment of the Fee when such installment
is due, which failure is not cured within fifteen (15) days of written
notification by Consultant; or


(B)          any other
action or inaction that constitutes a material breach by the Company of this
Agreement, and which are not cured within thirty (30) days of written notice of
such breach or breaches to the Company by the Consultant,


 


provided
that Consultant terminates his engagement for Good Reason within thirty (30)
days of notice of such act or event.


 


(2)           If the
Consultant terminates his engagement for Good Reason, then Consultant shall be
entitled to payment of the remaining portion of the Fee thirty (30) days
following his termination, provided that Consultant executes the Final
Release.   Alternatively, Consultant may
freely retain any claims that Consultant believes he may have against the
Company, but in that event shall not be entitled to payment of any remaining
portion of the Fee.


 


4.                                      RELEASE
OF CLAIMS.


 


(a)           General Release.  As part of the consideration given to the
Company for the benefits of this Agreement, Consultant, on behalf of himself
and his successors and assigns, hereby releases the Company and its officers,
directors, employees, agents and attorneys and any parent, subsidiary,
affiliated or related companies and their respective successors and assigns
(“Released Parties”) from all claims, demands, actions or other legal
responsibilities of any kind which Consultant may have based on, or pertaining
to his employment with the Company and the termination of such employment.  THIS RELEASE IS A GENERAL
RELEASE.  This release
(“Release”) includes, but is not limited to, any claims Consultant may have for
wages, bonuses, equity compensation, or other compensation due, claims under
the Age Discrimination in Employment Act (ADEA) arising on or before the date
Consultant signs this Agreement, Title VII of the Civil Rights Act, as amended,
which prohibits discrimination in employment based on race, color, sex,
religion or national origin, the Americans with Disabilities Act, the Family
and Medical Leave Act, the Employee Retirement Income Security Act, or any
other federal, state or local law or regulation affecting employment rights or
prohibiting employment discrimination. 
This Release also includes any claim for intentional or negligent infliction
of emotional distress, hostile workplace, wrongful discharge, violation of any
public policy or statute, breach of any implied or express contract between the
Company and Consultant, any policy of the Company or any remedy for any such
claim or breach.  Consultant understands
that the release of claims set forth in this Section 4(a) covers both
known and unknown claims.  This Release
shall survive the termination of this Agreement.


 


(b)           Right to Review and Revoke Release.    Consultant acknowledges that he has been given
a period of over twenty-one (21) days within which to consider whether to
sign this Agreement and give the Release; that he has been encouraged to
consult with an attorney before signing this Agreement, and that he has done so
to the extent he so desires; and that he has freely elected to sign this
Agreement on the date set forth below. 
This Agreement  and the Release
may be revoked by Consultant within the seven (7) calendar days following
the date on which Consultant signed this Agreement by Consultant’s delivering a
written, signed and dated notice of such revocation to the 


 


5

















 


Company
within such seven (7) calendar day period. 
After the expiration of said seven (7) calendar days, the Release
shall become final and irrevocable.


 


(c)           Complete Bar to Suit.  Consultant
acknowledges that upon the Release becoming final and irrevocable, it shall act
as a complete bar against any claim released by Consultant.  Consultant promises that he shall never
file a lawsuit asserting any such released claim or permit any person to
file such a claim on his behalf. 
Consultant warrants that he has not assigned to any other person or
entity the claims which are the subject of the Release. Consultant also agrees
not to file or initiate any claim or lawsuit with any court, based on any claim
covered by the foregoing release, including any claim arising out of
Consultant’s employment or termination of employment.  Consultant waives
any remedy pursuant to any employment law covered by this Agreement.  This
Agreement does not limit either party’s right, where applicable, to participate
in an investigative proceeding of any federal, state or local governmental
agency, including making a complaint to the Equal Employment Opportunity
Commission or Hawaii Civil Rights Commission.  This Release is made solely
to avoid any unnecessary disputes or issues with Employee and is not and shall
not be deemed to be an admission or indication of any wrongdoing or
discrimination by the Company of any kind.


 


5.             FINAL RELEASE OF
CLAIMS.


 


Prior
to receiving any final payment of the Fee hereunder, Consultant shall execute a
final release (the “Final Release”) releasing any claims that may have accrued
in the period following the execution of this Agreement.  Such Final Release shall be substantially
identical to the Release, as set forth in Section 4(a) above, except
that the Final Release shall also recite that Consultant thereby releases any
claims “Consultant may have based on, or pertaining to his engagement as a consultant
with the Company and the termination of such engagement.”


 


6.             PROPERTY, DOCUMENTS
AND RECORDS.


 


All
keys, apparatus, equipment and other physical property, and documents and
records, whether in electronic, paper or other form, that are provided to Consultant
by the Company or are otherwise made available, loaned or furnished to
Consultant in connection with his prior employment or engagement as a
Consultant by the Company shall be and remain the sole property of the Company,
shall be used by Consultant solely for the benefit of the Company, and shall be
returned to the Company immediately upon the termination of Consultant’s
engagement or as and when requested by the Company.


 


7.             NON-DISPARAGEMENT,
CONFIDENTIALITY & COOPERATION.


 


Both
parties agree to refrain from making any disparaging remarks about one another
to third parties.  For purposes of this
Agreement, the term “disparage” includes, but is not limited to, comments or
statements to the press or media, to the Company’s employees, or to any individual
or entity with whom the Company has a business relationship, and that could
adversely affect the conduct of the business of the Company or its reputation.


 


Consultant
specifically agrees to keep the terms of this Agreement completely
confidential, except that the Consultant may discuss the Agreement with any
governmental agency or Consultant’s attorney, accountant and immediate family,
provided that they agree to keep the contents of this Agreement
confidential.  Consultant specifically
agrees that because the degree of damages is difficult to calculate if
Consultant breaches this confidentiality provision, the Company may seek
immediate injunctive relief as well as other legal remedies as available.


 


6

















 


Consultant
further agrees to cooperate with the Company regarding any matters relating to
Consultant’s prior employment with the Company and to notify the Company if
Consultant is subpoenaed or called to speak about Consultant’s employment, and
not to discuss Consultant’s employment without first notifying the Company and
complying with this Agreement. 
Consultant agrees that he has not and will not remove or take any
proprietary or confidential information from the Company and that Consultant
has returned or will return all Company property as soon as possible, but no
later than Consultant’s termination of employment with the Company.


 


8.             NON-SOLICITATION OF
CUSTOMERS AND EMPLOYEES; NON-COMPETITION.


 


(a)           Non-Solicitation
of Customers.  Unless
otherwise concurred to in writing by the Company’s Authorized Representative,
during Consultant’s engagement by the Company under this Agreement, Consultant
shall not directly or indirectly, individually or on behalf of any other person
or entity, whether as principal, agent, stockholder, employee, consultant,
representative or in any other capacity, contact any person or entity, which:


 


(1) is
a customer or client of the Company or any of its affiliates as of the
Termination Date; or


(2) has
been a customer or client of the Company or any of its affiliates at any time
within two (2) years prior to the Termination Date; or


(3) is
a prospective customer or client that the Company or any of its affiliates is
actively soliciting as of the Termination Date,


 


for
the purpose of selling products or services similar to any of the products and
services offered for sale by the Company as of the Termination Date.


 


(b)           Covenant Not to
Solicit Employees. 
Unless otherwise concurred to in writing by the Company’s Authorized
Representative, during Consultant’s engagement by the Company under this
Agreement, Consultant shall not directly or indirectly, individually or on
behalf of any other person or entity, whether as principal, agent, stockholder,
employee, consultant, representative or in any other capacity:


 


(1)           recruit, solicit or encourage any
person to leave the employ of the Company or any of its affiliates; or


(2)           hire or retain any employee of the
Company or any of its affiliates as a regular employee, consultant, independent
contractor or otherwise.


 


The
restrictions of this Section 8(b) shall not apply to five Company
employees who have prior employment experience at National Commerce Financial —
to wit, M. Anderson, M. Pettyjohn, R. Skinner, B. Sims and K. Whitehead.


 


(c)           Non-Competition.  Consultant recognizes and acknowledges the
competitive and proprietary nature of the business operations of the Company
and its affiliates.  During Consultant’s
engagement with the Company under this Agreement, Consultant shall not, without
the prior written consent of the Company, for himself or on behalf of any other
person or entity, directly or indirectly, whether as principal, agent,
stockholder, employee, consultant, representative or in any other capacity,
own, manage, operate or control, or be concerned, connected or employed by, or
otherwise associate in any manner with, engage in or have a financial interest
in any business that competes with the business operations of the Company or
any of its affiliates, except that (i) nothing contained herein shall
preclude the Consultant from purchasing or owning stock in any such competitive
business if such stock is publicly traded, and provided that his holdings are
less than five percent (5%) of the issued and outstanding capital


 


7

















 


stock
of such business.  Notwithstanding the
foregoing and without limitation, and unless otherwise concurred to in writing
by the Company’s Authorized Representative, Consultant shall not, directly or
indirectly, participate in or represent any entity in: (a) the preparation
and negotiation of contractual agreements with the Company or its affiliates;
or (b) the preparation and management of any adjudicative proceeding
(court, governmental or administrative) involving or against the Company or its
affiliates.


 


9.             EQUITABLE RELIEF.


 


In
addition to, and not in limitation of, any other remedy which may be available
with respect to a breach of this Agreement by Consultant, the Company shall be
entitled to equitable relief with respect to violations of Sections 6, 7 and 8,
hereof.  Such right to equitable relief
shall survive the termination of this Agreement.


 


10.          INDEMNIFICATION.


 


Consultant
agrees to indemnify, defend and hold the Released Parties harmless from and
against any claim, demand, cause of action, lawsuit, damages or judgment
asserted, filed or obtained by Consultant or any person acting on Consultant’s
behalf with respect to any Claim subject to the Release, including costs and
attorney fees, and further agree that they shall not bring, commence,
institute, maintain or prosecute any action at law or proceeding in equity or
any proceeding whatsoever  based
in whole or in part upon any Claim subject to the Release. Such right to
indemnification shall survive the termination of this Agreement.


 


11.          TAX EFFECTS.


 


The
Company makes no representation as to whether or not any payments received by
Consultant hereunder will be treated as includible in or excludable from gross
income for purposes of any tax.


 


12.          WAIVERS.


 


If
any Party to this Agreement shall waive any breach of any provision of this
Agreement, he, she or it shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provision of this
Agreement.


 


13.          COUNTERPARTS.


 


This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and
the same instrument.  The execution of
this Agreement may be evidenced by signature transmitted by facsimile or by
emailed scan, with original signatures to follow; provided, however, that if
originals are not so provided, the signature transmitted by facsimile or
emailed scan shall be for all purposes treated as an original signature.


 


14.          GOVERNING LAW.


 


This
Agreement shall be governed by, interpreted, construed, applied and enforced in
accordance with the laws of the State of Hawaii, without reference to its
conflict of laws provisions.


 


8

















 


15.          HEADINGS, NUMBER AND
GENDER.


 


The
headings are for the convenience of the parties, and shall not be considered in
construing this Agreement.  Feminine or
neuter pronouns shall be substituted for those of masculine form or vice versa,
and the plural shall be substituted for the singular number or vice versa, in
the place or places herein where the context may require such substitution.


 


16.          SEVERABILITY.


 


If
one or more of the provisions contained in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby, and this Agreement shall thereupon be
reformed, construed and enforced to the maximum extent permitted by applicable
law.


 


17.                               NOTICES.


 


Any
notice, consent, request or demand required or permitted to be given under the
provisions of this Agreement shall be in writing, and shall be signed by the
party giving or making the same.  Such
notice, consent, request or demand may be hand delivered, but if it is mailed
to a Party, it shall be sent by electronic mail, United States mail, or other
nationally recognized courier, postage prepaid, addressed to such Party’s last
known address.  The date of such mailing
shall be deemed the date of notice, consent, request or demand.


 


Notices
to Consultant shall be addressed as follows:


 


Timothy K. Schools


29 Summit View Lane


Tuxedo, NC 28790


 


Notices
to the Company shall be addressed as follows:


 


Constance
H. Lau


Chairman
of the Board & CEO


American
Savings Bank, F.S.B.


1001
Bishop Street


Honolulu,
HI  96813


 


18.                               AUTHORIZED
REPRESENTATIVE.


 


The
Company’s Authorized Representative for purposes of this Agreement shall be the
Company’s Chief Executive Officer or such other person as may be designated in
writing by the Company’s Chief Executive Officer.


 


19.                               RESOLUTION
OF DISPUTES.


 


Any
controversy or claim arising out of or relating to this Agreement or the breach
thereof, except a violation of confidentiality under Section 7 above (for
which the remedy to seek immediate injunctive relief shall be preserved), shall
be resolved by submitting the issue to confidential and binding arbitration in
Honolulu pursuant to the rules and procedures of Dispute Prevention &
Resolution of Hawaii, each party to bear its/his/her own costs subject to the
award of the arbitrator.


 


9

















 


20.                               TIME IS
OF THE ESSENCE.


 


Time
is of the essence with respect to all provisions of this Agreement specifying a
time for performance, including Section 4.


 


21.                               ENTIRE
AGREEMENT; AMENDMENT.


 


This
Agreement constitutes the entire agreement of the Parties in respect of the
subject matter described herein and supersedes any previous agreement.  This Agreement may not be changed or modified
except by an agreement in writing signed by the Parties hereto.


 


IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first above written.


 


 


	
   

  	
  /s/
  Timothy K. Schools

  
	
   

  	
  Timothy
  K. Schools

  
	
   

  	
  “Consultant”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN
  SAVINGS BANK, F.S.B.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Constance H. Lau

  
	
   

  	
   

  	
  Its:
  Chairman & CEO

  



 


10