exhibit109.htm


    Exhibit
10.9

    


    SPLIT-DOLLAR
AGREEMENT

    


    This
SPLIT-DOLLAR AGREEMENT (this “Agreement”) made and entered into effective as of
the 1st
day of November 2008, by and among Heartland Financial USA, Inc. and its
subsidiary, _______________________, (collectively the “Employer”) and
________________________, (the “Insured”).

    


    R E C I T A L
S:

    


    A. Insured
is currently an employee and officer of the Employer and Employer desires to
retain the  services of the Insured for a considerable
period.

    


    B. Employer is a grantor with respect to the Heartland Financial USA, Inc. Bank Owned Life Insurance
Trust (the “Trust”).

    


    C. Employer
desires to provide Insured with certain death benefits under a life insurance
policy that the Employer has caused the Trust to purchase on the life of
Insured.

    


                          NOW,
THEREFORE, the parties hereto, for and in consideration of the mutual promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, intending to be legally bound
hereby, do hereby agree as follows:

    


    1. This
Agreement pertains to the life insurance policies (the “Policy”) listed on Exhibit C, attached and made a
part hereof.

    


    2. Ownership of
Policy.  The Trust shall own all of the right, title and
interest in the Policy and shall control all rights of ownership with respect
thereto.  The Trustee of the Trust, in its sole discretion, may
exercise its right to borrow against or withdraw the cash value of the
Policy.  In the event coverage under the Policy is increased, such
increased coverage shall be subject to all of the rights, duties and obligations
set forth in this Agreement.

    


    3. Designation of
Beneficiary.  Insured may designate one or more beneficiaries
(on the Beneficiary Designation Form attached hereto as Exhibit A) to receive a
portion of the death proceeds of the Policy payable pursuant hereto upon the
death of the Insured subject to any right, title or interest the Trust may have
in such proceeds as provided herein.  In the event Insured fails to
designate a beneficiary, any benefits payable pursuant hereto shall be paid to
the estate of Insured.

    


    4. Maintenance of
Policy.  The Employer intends to maintain a policy for purposes
of this agreement.  The Employer shall cause the Trust to make any
required premium payments and to take all other actions within the Employer’s
reasonable control in order to keep the Policy in full force and effect;
provided, however, that the Employer may cause the Trust to replace the Policy
with a comparable policy or policies so long as Insured’s beneficiaries will be
entitled to receive an amount of death proceeds under Section 6 at least equal
to those that the beneficiaries would be entitled to if the original Policy were
to remain in effect.  If any such replacement is made, all references
herein to the “Policy” shall thereafter be references to such replacement policy
or policies.  If the Policy contains any premium waiver provision, any
such waived premiums shall be considered for the purposes of this Agreement as
having been paid by the Trust.  The Employer shall be under no
obligation to set aside, earmark or otherwise segregate any funds with which to
pay its obligations under this Agreement, including, but not limited to, payment
of Policy premiums.

    


    5. Reporting
Requirements.  The Employer will report on an annual basis to
Insured the economic benefit attributable to this Agreement on IRS Form W-2 or
its equivalent so that Insured can properly include said amount in his or her
taxable income.  Insured agrees to accurately report and pay all
applicable taxes on such amounts of income reportable hereunder to
Insured.  Insured acknowledges and understands that no “group term
life” or similar income tax exclusion applies to benefits provided
hereunder.

    


    6. Policy
Proceeds.  Subject to Section 8, upon the death of Insured, the
death proceeds of the Policy shall be divided in the following
manner:

    


    (a) The
Insured’s beneficiary(ies) designated in accordance with Section 3 shall be
entitled to an amount equal to the Death Benefit (as defined in Exhibit B
hereto).

    


    (b) The
Employer shall be entitled to any death proceeds payable under the Policy
remaining after payment to the Insured’s beneficiary(ies) under Section 6(a)
above.

    


    (c) The
Employer and Insured shall share in any interest due on the death proceeds of
the Policy on a pro rata basis based upon the amount of proceeds due each party
divided by the total amount of proceeds, excluding any such
interest.

    


    7. Cash Surrender Value of the
Policy.  The “Cash Surrender Value of the Policy” shall be
equal to the cash value of the Policy at the time of the Insured's death or upon
surrender of the Policy, as applicable, less (i) any policy or premium loans or
withdrawals or any other indebtedness secured by the Policy, and any unpaid
interest thereon, previously incurred or made by the Employer, and (ii) any
applicable surrender charges, as determined by the Insurer or agent servicing
the Policy.

    


    8. Termination of
Agreement.

    


    (a) This
Agreement shall terminate upon the first to occur of the following:

    


    
      	
              (i)  

            	
              the
      distribution of the death benefit proceeds in accordance with Section 6
      above;  or

            


    

    


    
      	
              (ii)  

            	
              subject
      to paragraph (c) below, the termination of the Insured’s employment for
      any reason (other than on account of the Insured’s
  death).

            


    

    


    


    (b) Insured
acknowledges and agrees that the termination of this Agreement pursuant to
subsection (a)(ii) above prior to the death of Insured shall terminate any right
of Insured to receive any death proceeds of the Policy under this Agreement, and
such termination shall be without any liability of any nature to
Employer.

    


    (c) Notwithstanding
the foregoing, this Agreement shall not terminate in the event of the Insured’s
termination of employment on account of Disability or the Insured’s involuntary
termination of employment following a Change of Control other than an
involuntary termination for Cause.  In the event of a termination of
employment on account of Disability or on account of the Insured’s involuntary
termination of employment following a Change of Control other than an
involuntary termination for Cause, the Agreement shall remain in effect until
the earlier of (i) the date the Insured attains normal retirement age as defined
by the Social Security Administration, (ii) the date of the Insured’s death or
(iii) the date of the Insured’s voluntary termination of employment or
involuntary termination of employment for Cause.  In the event the
Agreement shall remain in effect pursuant to this paragraph (c), the Insured’s
Total Compensation for purposes of the Death Benefit (as defined on Exhibit B
hereto) shall be frozen as of the date of the Insured’s Disability or the date
of the Insured’s involuntary termination of employment other than for Cause
following a Change of Control.

    


    (d) For
purposes of paragraph (c) above, the following definitions shall
apply:

    


    
      	
              (i)  

            	
              “Cause” shall
  mean:

            


    

    


    
      	
              (A)  

            	
              Gross negligence or gross neglect of duties;
      or

            


    

    


    
      	
              (B)  

            	
              Commission of a felony or of a gross misdemeanor
      involving moral turpitude;
or

            


    

    


    
      	
              (C)  

            	
              Fraud, disloyalty, dishonesty or willful violation
      of any law or significant Employer policy committed in connection with the
      Insured’s employment and resulting in an adverse effect on the Employer;
      or

            


    

    


    
      	
              (D)  

            	
              Issuance by the Employer’s banking regulators of
      an order for removal of the
Insured.

            


    

    


    
      	
              (ii)  

            	
              “Change of Control” shall have the meaning
      ascribed to such term in paragraph (q) of Section 15
      hereof.

            


    

    


    
      	
              (iii)  

            	
              “Disability” shall mean a medically determinable
      physical or mental impairment that can be expected to result in death or
      can be expected to last for a continuous period of not less than twelve
      (12) months.

            


    

    


    9. Assignment.  Insured
shall not make any assignment of Insured’s rights, title or interest in or to
the death proceeds of the Policy whatsoever without the prior written consent of
the Employer and the Trust (which may be withheld for any reason or no reason in
its sole and absolute discretion) and acknowledgment by the
Insurer.

    


    10. Administration.

    


                                    (a)           This
Agreement shall be administered by the Board of Directors of the Employer (the
“Board”).

    


                                    (b)           As
the administrator, the Board shall have the powers, duties and discretion
to:

    


    
      	
              (i)  

            	
              Construe
      and interpret the provisions of this
Agreement;

            


    

    


    
      	
              (ii)  

            	
              Adopt,
      amend or revoke rules and regulations for the administration of this
      Agreement, provided they are not inconsistent with the provisions of this
      Agreement;

            


    

    


    
      	
              (iii)  

            	
              Provide
      appropriate parties with such returns, reports, descriptions and
      statements as may be required by law, within the times prescribed by law
      and to make them available to the Insured (or the Insured’s beneficiary)
      when required by law;

            


    

    


    
      	
              (iv)  

            	
              Take
      such other action as may be reasonably required to administer this
      Agreement in accordance with its terms or as may be required by
      law;

            


    

    


    
      	
              (v)  

            	
              Withhold
      applicable taxes and file with the Internal Revenue Service appropriate
      information returns with respect to any payments and/or benefits provided
      hereunder;

            


    

    


    
      	
              (vi)  

            	
              Appoint
      and retain such persons as may be necessary to carry out its duties as
      administrator.

            


    

    


                                    (c)           The
Employer shall serve as the Named Fiduciary with respect to this
Agreement.  The Named Fiduciary shall be responsible for the
management, control and administration of the Policy’s death
proceeds.  The Named Fiduciary may, in its reasonable discretion,
delegate certain aspects of its management and administrative
responsibilities.  If the Named Fiduciary has a claim which it
believes may be covered under the Policy, it will contact the Insurer in order
to complete a claim form and determine what other steps need to be
taken.  The Insurer will evaluate and make a decision as to
payment.  If the claim is eligible for payment under the Policy, a
check will be issued to the Named Fiduciary.  If the Insurer
determines that a claim is not eligible for payment under the Policy, the Named
Fiduciary may, in its sole discretion, contest such claim denial by contacting
the Insurer in writing.

    


    11. Claims
Procedures.

    


    (a) For
purposes of these claims procedures, the Board shall serve as the “Claims
Administrator.”

    


    (b) If the
Executive or any beneficiary of the executive should have a claim for benefits
hereunder, he or she shall file such claim by notifying the Claims Administrator
in writing.  The Claims Administrator shall make all determinations as
to the right of any person or persons to a benefit hereunder.  Benefit
claims shall be made by the Executive, his beneficiary or beneficiaries or a
duly authorized representative thereof (the “claimant”).

    


                                               If
the claim is wholly or partially denied, the Claims Administrator shall provide
written or electronic notice thereof to the claimant within a reasonable period
of time, but not later than ninety (90) days after receipt of the
claim.  An extension of time for processing the claim for benefits is
allowable if special circumstances require an extension, but such an extension
shall not extend beyond one hundred eighty (180) days from the date the claim
for benefits is received by the Claims Administrator.  Written notice
of any extension of time shall be delivered or mailed within ninety (90) days
after receipt of the claim and shall include an explanation of the special
circumstances requiring the extension and the date by which the Claims
Administrator expects to render the final decision.

    


                                               The
notice of adverse benefit determination shall (i) specify the reason for the
denial; (ii) reference the provisions of this Agreement on which the denial is
based; (iii) describe the additional material or information, if any, necessary
for the claimant to receive benefits and explain why such information is
necessary; (iv) indicate the steps to be taken by the claimant if a review of
the denial is desired, including the time limits applicable thereto; and (v)
contain a statement of the claimant’s right to bring a civil action under ERISA
in the event of an adverse determination on review.

    


                                               If
notice of the adverse benefit determination is not furnished in accordance with
the preceding provisions of this Section, the claim shall be deemed denied and
the claimant shall be permitted to exercise his right to review as set forth
below.

    


                                    (c)           If
a claim is denied and a review is desired, the claimant shall notify the Claims
Administrator in writing within sixty (60) days after receipt of written notice
of a denial of a claim.  In requesting a review, the claimant may
submit any written comments, documents, records, and other information relating
to the claim, the claimant feels are appropriate.  The claimant shall,
upon request and free of charge, be provided reasonable access to, and copies
of, all documents, records and other information “relevant” to the claimant’s
claim for benefits.  The Claims Administrator shall review the claim
taking into account all comments, documents, records and other information
submitted by the claimant, without regard to whether such information was
submitted or considered in the initial benefit determination.

    


                                               The
Claims Administrator shall provide the claimant with written or electronic
notification of the benefit determination upon review.  In the event
of an adverse benefit determination on review, the notice thereof shall (i)
specify the reason or reasons for the adverse determination; (ii) reference the
specific provisions of this Agreement on which the benefit determination is
based; (iii) contain a statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of all do records
and other information “relevant” to the claimant’s claim for benefits; and (iv)
inform the claimant of the right to bring a civil action under the provisions of
ERISA.

    


                                               For
purposes hereof, documents, records and information shall be considered
“relevant” to the claimant’s claim if it (i) was relied upon in making the
benefit determination, (ii) was submitted, considered, or generated in the
course of making the benefit determination, whether or not actually relied upon
in making the determination; or (iii) demonstrates compliance with the
administrative processes and safeguards of this claims procedure.

    


                                    (d)           After
exhaustion of the claims procedure as provided herein, nothing shall prevent the
claimant from pursuing any other legal or equitable remedy otherwise available,
including the right to bring a civil action under Section 502(a) of ERISA, if
applicable. Notwithstanding the foregoing, no legal action may be commenced or
maintained against the Employer, the Board, any member of the Board or the
Claims Administrator more than ninety (90) days after the claimant has exhausted
the administrative remedies set forth in this Section 11.

    


    12. Confidentiality.  Insured
agrees that the terms and conditions of this Agreement, except as such may be
disclosed in financial statements and tax returns, or in connection with estate
planning, are and shall forever remain confidential, and Insured agrees that he
shall not reveal the terms and conditions contained in this Agreement at any
time to any person or entity, other than his financial and professional advisors
unless required to do so by a court of competent jurisdiction.

    


    13. Other
Agreements.  The benefits provided for herein for Insured are
supplemental life insurance benefits and shall not be deemed to modify, affect
or limit any salary or salary increases, bonuses, profit sharing or any other
type of compensation of Insured in any manner whatsoever.  No
provision contained in this Agreement shall in any way affect, restrict or limit
any existing employment agreement between the Employer and Insured, nor shall
any provision or condition contained in this Agreement create specific rights of
Insured or limit the right of the Employer to discharge Insured with or without
cause.  Except as otherwise provided therein, nothing contained in
this Agreement shall affect the right of Insured to participate in or be covered
by or under any qualified or non-qualified pension, profit sharing, group, bonus
or other supplemental compensation, retirement or fringe benefit plan
constituting any part of the Employer’s compensation structure whether now or
hereinafter existing.

    


    14. Withholding.  Notwithstanding
any of the provisions hereof, the Employer may withhold from any payment to be
made hereunder such amount as it may be required to withhold under any
applicable federal, state or other law, and transmit such withheld amounts to
the applicable taxing authority.

    


    15. Miscellaneous
Provisions.

    


    (a) Counterparts.  This
Agreement may be executed simultaneously in any number of
counterparts.  Each counterpart shall be deemed to be an original, and
all such counterparts shall constitute one and the same
instrument.  This Agreement may be executed and delivered by facsimile
transmission of an executed counterpart.

    


    (b) Survival.  The
provisions of Sections 12 and 15 of this Agreement shall survive the termination
of this Agreement indefinitely, regardless of the cause of, or reason for, such
termination.

    


    (c) Construction. As used
in this Agreement, the neuter gender shall include the masculine and the
feminine, the masculine and feminine genders shall be interchangeable among
themselves and each with the neuter, the singular numbers shall include the
plural, and the plural the singular.  The term "person" shall include
all persons and entities of every nature whatsoever, including, but not limited
to, individuals, corporations, partnerships, governmental entities and
associations.  The terms "including," "included," "such as" and terms
of similar import shall not imply the exclusion of other items not specifically
enumerated.

    


    (d) Severability.  If
any provision of this Agreement or the application thereof to any person or
circumstance shall be held to be invalid, illegal, unenforceable or inconsistent
with any present or future law, ruling, rule or regulation of any court,
governmental or regulatory authority having jurisdiction over the subject matter
of this Agreement, such provision shall be rescinded or modified in accordance
with such law, ruling, rule or regulation and the remainder of this Agreement or
the application of such provision to the person or circumstances other than
those as to which it is held inconsistent shall not be affected thereby and
shall be enforced to the greatest extent permitted by law.

    


    (e) Governing
Law.  This Agreement shall be governed in all respects and
construed in accordance with the laws of the State of Iowa, without regard to
its conflicts of law principles, except to the extent superseded by the Federal
laws of the United States of America.

    


    (f) Binding
Effect.  This Agreement is binding upon the parties, their
respective successors, permitted assigns, heirs and legal representatives.
Without limiting the foregoing, the terms of this Agreement shall be binding
upon Insured’s estate, administrators, personal representatives and
heirs.  This Agreement may be assigned by Employer to any party to
which Employer assigns or transfers the Policy.  This Agreement has
been approved by the Employer’s Board of Directors and the Employer agrees to
maintain an executed counterpart of this Agreement in a safe place as an
official record of the Employer.

    


    (g) No
Trust.  Nothing contained in this Agreement and no action taken
pursuant to the provisions of this Agreement shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Employer and
the Insured, Insured’s designated beneficiary or any other person.

    


    (h) Assignment of
Rights.  None of the payments provided for by this Agreement
shall be subject to seizure for payment of any debts or judgments against the
Insured or any beneficiary; nor shall the Insured or any beneficiary have any
right to transfer, modify, anticipate or encumber any rights or benefits
hereunder; provided, however, that the undistributed portion of any benefit
payable hereunder shall at all times be subject to set-off for debts owed by
Insured to Employer.

    


    (i) Entire
Agreement.  This Agreement (together with its exhibits, which
are incorporated herein by reference) constitutes the entire agreement of the
parties with respect to the subject matter hereof and supercedes all prior or
contemporaneous negotiations, agreements and understandings, whether oral or
written, relating to the subject matter hereof.

    


    (j) Notice.  Any
notice to be delivered to the Employer under this Agreement shall be sufficient
if in writing and delivered by hand, or by first class, certified or registered
mail at the address below:

    


                                                          Director
of Human Resources

                                                          Heartland
Financial USA, Inc.

    1398 Central Avenue

               Dubuque,
IA 52001

    


                                               Any
notice to be delivered to the Insured under this Agreement shall be sufficient
if in writing and delivered by hand, or by first class, certified or registered
mail at the last known address of the Insured.

    


    (k) Non-waiver.  No
delay or failure by either party to exercise any right under this Agreement, and
no partial or single exercise of that right, shall constitute a waiver of that
or any other right.

    


    (l) Headings.  Headings
in this Agreement are for convenience only and shall not be used to interpret or
construe its provisions.

    


    (m) Amendment.  No
amendments or additions to this Agreement shall be binding unless in writing and
signed by all  parties.  No waiver of any provision
contained in this Agreement shall be effective unless it is in writing and
signed by the party against whom such waiver is
asserted.  Notwithstanding the foregoing, the Employer may amend,
modify or terminate this Agreement (and may do so retroactively) without the
consent and or approval of the Insured or any beneficiary of the Insured if such
amendment, modification or termination is necessary to ensure compliance with
Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
or in order to avoid the application of any penalties that may be imposed upon
the Insured and any beneficiary of the Insured pursuant to the provisions of
Code Section 409A.

    


    (n) Seal. The parties
hereto intend this Agreement to have the effect of an agreement executed under
the seal of each.

    


    (o) Purpose.  The
primary purpose of this Agreement is to provide certain death benefits to the
Insured as a member of a select group of management or highly compensated
employees of the Employer.

    


    (p) Compliance with the
AJCA.  Code Section 409A, as added by the American Jobs
Creation Act of 2004 (AJCA), substantially revised the requirements applicable
to certain deferred compensation arrangements.  If Code Section 409A
is found to be applicable, this Agreement is intended to comply, and to be
operated and administered in all respects in compliance, with the requirements
of Code Section 409A and all Internal Revenue Service rulings, treasury
regulations or other pronouncements or guidance implementing or interpreting its
provisions.

    


    (q) Change of
Control.  In the event of a Change of Control, the Employer or
any successor to this Agreement shall continue this Agreement until terminated
as provided in Section 8 hereof.  If the Insured incurs legal fees or
other expenses on or after the date of a Change of Control in an effort to
enforce or obtain the benefits of this Agreement, the Employer or any successor,
shall, regardless of the outcome of such effort, reimburse the Insured for such
legal fees and other expenses in an amount not to exceed $500,000.

    


    For
purposes of this paragraph (q) “Change of Control” shall mean:

    


    
      	
              (i)  

            	
              The
      consummation of the acquisition by a person (as such term is defined in
      Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended
      (the “1934 Act”)) of beneficial ownership (within the meaning of Rule
      13d-3 promulgated under the 1934 Act) of fifty-one percent (51%) or more
      of the combined voting power of the then outstanding voting securities of
      the Employer or the parent of the Employer (the “Parent”);
    or

            


    

    


    
      	
              (ii)  

            	
              The
      individuals who, as of the date hereof, are members of the Board of
      Directors of the Parent (the “Board”) cease for any reason to constitute a
      majority of the Board, unless the election, or nomination for election by
      the stockholders, of any new director, was approved by a majority vote of
      the Board and such new director shall, for purposes of this Plan, be
      considered as a member of the Board;
or

            


    

    


    
      	
              (iii)  

            	
              Approval
      by the stockholders of the Employer or the Parent of: (1) a merger or
      consolidation if the stockholders, immediately before such merger or
      consolidation, do not, as a result of such merger or consolidation, own,
      directly or indirectly, more than fifty-one percent (51%) of the combined
      voting power of the then outstanding voting securities of the entity
      resulting from such merger or consolidation in substantially the same
      proportion as their ownership of the combined voting power of the voting
      securities of such Employer or the Parent outstanding immediately before
      such merger or consolidation; or (2) a complete liquidation or dissolution
      or a plan for the sale or other disposition of all or substantially all of
      the assets of such Employer or the
Parent.

            


    

    


    Notwithstanding
the foregoing, a Change of Control shall not be deemed to occur solely because
fifty-one percent (51%) or more of the combined voting power of the then
outstanding securities of the Employer or the Parent are acquired by a trustee
or other fiduciary holding securities under one or more benefit plans maintained
for employees of the entity; or (2) any corporation which, immediately prior to
such acquisition, is owned directly or indirectly by the stockholders in the
same proportion as their ownership of stock immediately prior to such
acquisition.

    


    (Signature
Page Follows)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


                          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year set forth above.

    


    


    
      	 
      	
              EMPLOYER:

               

              
                 

              

               

            
	 
      	
              By

            	 
      
	 
      	
               

              Its

            	 
      


    

    


    


    


                                                                          INSURED:

    
      	 
      	
               

              _______________________________________

            


    

    


                

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
A

    


    BENEFICIARY
DESIGNATION FORM

    


    SPLIT-DOLLAR
AGREEMENT

    


    Pursuant
to Section 3 of the Split-Dollar Agreement (the “Agreement”), I,
__________________, hereby designate the beneficiary(ies) listed below to
receive any benefits under the Agreement that may be due upon my death. This designation shall replace and
revoke any prior designation of beneficiary(ies) made by me under the
Agreement.

    


    Full
Name(s), Address(es) and Social Security Number(s) of Primary
Beneficiary(ies)*:

    


                                                                                                                                              


                                                                                                                                              


                                                                                                                                              


                                                                                                                                              


    


    *If more
than one beneficiary is named above, the beneficiaries will share equally in any
benefits, unless you have otherwise provided above.  Further, if you
have named more than one beneficiary and one or more of the beneficiaries is
deceased at the time of your death, any remaining beneficiary(ies) will share
equally, unless you have provided otherwise above. If no primary beneficiary
survives you, then the contingent beneficiary designated below will receive any
benefits due upon your death.  In the event you have no designated
beneficiary upon your death, any benefits due will be paid to your
estate.  In the event that you are naming a beneficiary that is not a
person, please provide pertinent information regarding the
designation.

    


    Full
Name, Address and Social Security Number of Contingent
Beneficiary:

    


                                                                                                                                              


                                                                                                                                              


                                                                                                                                              


                                                                                                                                              


    


    _____________________________                                                                                                ________________________________

    Date                                                                                     INSURED

    


    ACCEPTED:

    


    ___________________________________

    EMPLOYER

    


    By
________________________________

    Its  ________________________________

    Date
_______________________________

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
B

    


    DEATH
BENEFIT

    


    ________________________

    (Insured)

    


    


    Death Benefit – If Insured’s
death occurs while Insured is in the full-time employment of the Employer or
during the continuation of the Agreement pursuant to Section 8(c) of the
Agreement, then the “Death Benefit” shall equal the lesser of (a) one million
dollars ($1,000,000.00) or (b) two (2) times the Insured’s Total
Compensation or (c)
one hundred percent (100%) of the difference between the total death proceeds
payable under the Policy and the "Cash Surrender Value of the Policy" (as
defined in Section 7 of the Agreement); such difference in the total death
proceeds and the Cash Surrender Value of the Policy is defined as the “Net at
Risk Amount.”  Notwithstanding any other provision in this paragraph
or this agreement or elsewhere, in no event shall the amount payable to the
Insured exceed the Net at Risk Amount in the Policy(s) as of the date of the
Insured’s death.  Total Compensation shall mean the Insured’s total
base annual salary, bonus and commissions for the calendar year immediately
preceding the Insured’s date of death or for the calendar year immediately
preceding the Insured’s termination of employment, as applicable.

    



    EXHIBIT
C

    


    ENDORSED
POLICIES

    


    ___________________________

    (Insured)

    


    This
Agreement pertains to the life insurance policies (the “Policy”) listed on this
Exhibit C, attached and
made a part of this Split-Dollar Agreement
dated  ___________________  __, 200___:

    


    


    


    Insurer:  ____________________________

    


    Policy
number:  _________________