<PAGE>
U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 1999
-----------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period from __________ to ___________
Commission file number 333-63363
---------
INNES STREET FINANCIAL CORPORATION
----------------------------------
(Exact name of small business issuer as
specified in its charter)
NORTH CAROLINA 56-2101799
-------------- ----------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
401 WEST INNES STREET
SALISBURY, NC 28144
-------------------
(Address of principal executive office)
(704) 633-2341
--------------
(Issuer's telephone number)
As of January 31, 2000, there were 2,065,838 shares of the Registrant's
common stock outstanding.
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Innes Street Financial Corporation and Subsidiary
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I. Financial Information 3
- --------- ---------------------
Item 1. Financial Statements
Consolidated Balance Sheets at December 31, 1999 (unaudited)
and September 30, 1999 4
Consolidated Statements of Income for the Three Months
Ended December 31, 1999 and 1998 (unaudited) 5
Consolidated Statements of Shareholders' Equity for the Three
Months Ended December 31, 1999 and 1998 (unaudited) 6
Consolidated Statements of Cash Flows for the Three Months
Ended December 31, 1999 and 1998 (unaudited) 7
Notes to Unaudited Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information 12
- -------- -----------------
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
</TABLE>
2
<PAGE>
Innes Street Financial Corporation and Subsidiary
Part I. Financial Information
3
<PAGE>
Item 1. Financial Statements
- -----------------------------
Innes Street Financial Corporation and Subsidiary
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, September 30,
1999 1999
------------ -------------
(unaudited)
<S> <C> <C>
Assets
Cash and due from banks $ 5,581,453 $ 3,667,346
Federal funds sold-overnight 1,743,000 3,122,000
------------ -------------
Cash and cash equivalents 7,324,453 6,789,346
------------ ------------
Investments available for sale 11,958,353 11,956,657
Mortgage-backed securities available for sale 3,644,673 4,067,030
Mortgage-backed securities held to maturity (fair value of $700,137 and
$727,555 at December 31, 1999 and September 30, 1999, respectively) 694,558 715,216
Loans receivable, net 170,840,821 167,874,234
Premises and equipment, net 2,494,337 2,173,006
Other 4,609,435 4,425,138
------------ -------------
Total assets $201,566,630 $ 198,000,627
============ =============
Liabilities and shareholders' equity
Deposit accounts $156,835,483 $ 160,809,797
Advances from the Federal Home Loan Bank 7,000,000 -
Other 1,632,710 1,509,048
------------ -------------
Total liabilities 165,468,193 162,318,845
------------ -------------
Preferred stock, no par value:
Authorized - 5,000,000 shares; none issued and outstanding - -
Common stock, no par value:
Authorized - 20,000,000 shares; issued and outstanding: 2,135,838
shares at December 31, 1999 - -
Paid in Capital 20,115,013 20,106,106
Retained earnings (substantially restricted) 17,597,914 17,251,509
Unallocated ESOP stock (1,642,722) (1,708,670)
Accumulated other comprehensive income 28,232 32,837
------------ ------------
Total shareholders' equity 36,098,437 35,681,782
------------ -------------
Total liabilities and shareholders' equity $201,566,630 $ 198,000,627
============ =============
</TABLE>
4
<PAGE>
Innes Street Financial Corporation and Subsidiary
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------
December 31,
---------------------------------
1999 1998
------------- -------------
<S> <C> <C>
Interest and fee income:
Loans receivable $ 3,227,715 $ 2,974,108
Investments 154,423 -
Mortgage-backed securities 75,742 133,853
Other interest-earning assets 106,213 289,584
------------- -------------
Total interest income 3,564,093 3,397,545
------------- -------------
Interest expense:
Deposits 1,919,527 2,001,767
Borrowings 29,513 174,232
------------- -------------
Total interest expense 1,949,040 2,175,999
------------- -------------
Net interest income 1,615,053 1,221,546
Provision for loan losses - -
------------- -------------
Net interest income after provision for loan losses 1,615,053 1,221,546
------------- -------------
Non-interest income:
Loan servicing fees
Gain on sales of loans, net 24,099 41,799
Other 8,544 39,430
Total non-interest income 46,284 44,287
------------- -------------
78,927 125,516
------------- -------------
Non-interest expense:
Compensation and benefits
Occupancy and equipment 515,278 421,365
Advertising and promotion 130,341 103,181
Data processing 35,523 24,817
Deposit insurance premium 56,507 47,913
Other 23,724 23,423
Total non-interest expense 218,165 179,971
------------- -------------
Income before income taxes 979,538 800,670
------------- -------------
Provision for income taxes 714,442 546,392
Net income 270,237 202,347
------------- -------------
$ 444,205 $ 344,045
============= =============
Basic and diluted earnings per share (Note 2) $ 0.23 $ 0.17
Weighted average shares outstanding (Note 2) 1,966,042 2,068,390
</TABLE>
5
<PAGE>
Innes Street Financial Corporation and Subsidiary
Consolidated Statements of Shareholders' Equity
For the Three Months Ended December 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Unearned
Shares of Deferred Compensation
Common Paid in Retained Compensation Relating to the
Stock Capital Earnings Plans ESOP
------------- ------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1998 $ 15,856,214
Net income 344,045
Change in unrealized appreciation on
securities available for sale, net of taxes of
($28,065)
Comprehensive income
Net proceeds from Initial Public Offering 2,248,250 $ 21,598,347 $ (1,798,600)
Shares purchased and held in rabbi trusts $ 1,219,780
Deferred compensation obligation (1,219,780)
------------- ------------- ------------- ------------- ---------------
Balance at December 31, 1998 2,248,250 $ 21,598,347 $ 16,200,259 $ - $ (1,798,600)
============= ============= ============= ============= ===============
Balance at September 30, 1999 2,135,838 $ 20,106,106 $ 17,251,509 $ - $ (1,708,670)
Net income 444,205
Change in unrealized appreciation on
securities available for sale, net of taxes of
($2,918)
Comprehensive income
Dividends paid ($0.05 a share) (97,800)
Shares purchased and held in rabbi trusts 6,149
Deferred compensation obligation (6,149)
Commitment of ESOP shares (6,595 shares) 8,907 65,948
------------- ------------- ------------- ------------- ---------------
Balance at December 31, 1999 2,135,838 $ 20,115,013 $ 17,597,914 $ - $ (1,642,722)
============= ============= ============= ============= ===============
<CAPTION>
Accumulated
Other Total
Comprehensive Shareholder's
Income Equity
------------- -------------
<S> <C> <C>
Balance at September 30, 1998 $ 116,162 $ 15,972,376
Net income 344,045
Change in unrealized appreciation on
securities available for sale, net of taxes of
($28,065) (43,487) (43,487)
-------------
Comprehensive income 300,558
Net proceeds from Initial Public Offering 19,799,747
Shares purchased and held in rabbi trusts 1,219,780
Deferred compensation obligation (1,219,780)
------------- -------------
Balance at December 31, 1998 $ 72,675 $ 36,072,681
============= =============
Balance at September 30, 1999 $ 32,837 $ 35,681,782
Net income 444,205
Change in unrealized appreciation on
securities available for sale, net of taxes of
($2,918) (4,605) (4,605)
-------------
Comprehensive income 439,600
Dividends paid ($0.05 a share) (97,800)
Shares purchased and held in rabbi trusts 6,149
Deferred compensation obligation (6,149)
Commitment of ESOP shares (6,595 shares) 74,855
------------- -------------
Balance at December 31, 1999 $ 28,232 $ 36,098,437
============= =============
</TABLE>
6
<PAGE>
Innes Street Financial Corporation and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three months ended December 31,
------------------------------
1999 1998
------------- --------------
<S> <C> <C>
Operating activities
Net income $ 444,205 $ 344,045
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation 68,202 45,298
Amortization of premium on investments (1,524) 2,127
Amortization of deferred loan fees 9,999 19,110
Commitment of ESOP shares 74,855 -
Deferred income taxes (18,427) (34,437)
Gain on sales of loans, net (8,544) (39,430)
Other, net 104,101 534,023
------------- -------------
Net cash provided by operating activities 672,867 870,736
Investment activities
Proceeds from maturity of federal funds sold-term - 1,000,000
Principal repayment of mortgage-backed securities 435,319 1,360,665
Net increase in loans (4,087,725) (1,895,857)
Proceeds from sales of loans 1,119,683 2,460,235
Purchases of premises and equipment (389,533) (230,516)
------------- -------------
Net cash (used in) provided by investing activities (2,922,256) 2,694,527
Financing activities
Net decrease in deposit amounts (3,974,314) (412,836)
Proceeds from FHLB advances 7,000,000 -
Net decrease in mortgage escrow funds (143,390) (159,505)
Net proceeds from issuance of common stock - 19,799,747
Dividends paid (97,800) -
------------- -------------
Net cash provided by financing activities 2,784,496 19,227,406
Net increase in cash and cash equivalents 535,107 22,792,669
Cash and cash equivalents at beginning of period 6,789,346 13,282,380
------------- -------------
Cash and cash equivalents at end of period $ 7,324,453 $ 36,075,049
============= =============
</TABLE>
7
<PAGE>
Innes Street Financial Corporation and Subsidiary
Notes to Unaudited Consolidated Financial Statements
1. Organization
Innes Street Financial Corporation was incorporated on July 6, 1998 to serve as
the holding company for Citizens Bank, FSB (the "Bank") upon the Bank's
conversion from a federally chartered mutual savings bank to a federally
chartered stock savings bank ("Conversion"). Innes Street Financial Corporation
completed the Conversion on December 28, 1998 through the sale and issuance of
2,248,250 shares of common stock. Information set forth in this report relating
to periods prior to the Conversion, including financial statements and related
data relates to the Bank.
The accompanying unaudited consolidated financial statements of the Company
(Innes Street Financial Corporation and the Bank) have been prepared in
accordance with instructions to Form 10-QSB. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. However, such information reflects
all adjustments (consisting solely of normal recurring adjustments) which are,
in the opinion of management, necessary for a fair statement of results for the
interim period.
The results of operations for the three months ended December 31, 1999 are not
necessarily indicative of the results to be expected for the year ending
September 30, 2000. The consolidated financial statements and notes thereto
should be read in conjunction with the audited financial statements and notes
thereto for the year ended September 30, 1999.
2. Earnings Per Share
Earnings per share ("EPS") has been computed for the three months ended December
31, 1999 based upon weighted average common shares outstanding of 1,966,042. For
purposes of earnings per share calculation for the three months ended December
31, 1998, shares issued on December 28, 1998 have been assumed to be outstanding
as of October 1, 1998. The Company had no dilutive securities outstanding during
the three months ended December 31, 1999 and 1998, therefore diluted EPS is the
same as basic EPS.
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
December 31, December 31,
---------------- ---------------
1999 1998
---------------- ---------------
<S> <C> <C>
Net Income $ 444,205 $ 344,045
Weighted average shares outstanding 2,135,838 2,248,250
Less weighted average unallocated ESOP shares (169,796) (179,860)
------------ ------------
Total weighted average shares outstanding 1,966,042 2,068,390
Basic and diluted earnings per share $ 0.23 $ 0.17
</TABLE>
3. New Accounting Standards
In June 1997, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes new accounting
and reporting requirements for derivative instruments, including certain
derivative instruments embedded in other contracts and hedging activities.
Currently, the Company has no derivative
8
<PAGE>
instruments that fall within the definition of a derivative as defined by the
statement. The Company does not anticipate that the adoption of this statement
on October 1, 2000 will significantly impact the financial results of the
Company.
Innes Street Financial Corporation and Subsidiary
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Comparison of Financial Condition at December 31, 1999 and September 30, 1999
Total assets were $201.6 million at December 31, 1999 and $198.0 million at
September 30, 1999, an increase of $3.6 million or 1.8%.
Mortgage-backed securities available for sale and mortgage-backed securities
held to maturity decreased from $4.8 million at September 30, 1999 to $4.3
million at December 31. This decrease was due to scheduled repayments.
Loans receivable, increased from $167.9 million at September 30, 1999 to $170.8
million at December 31, 1999, an increase of $2.9 million, or 1.7%. This
increase was primarily due to an increase in loan production.
Deposit accounts decreased from $160.8 million at September 30, 1999 to $156.8
million at December 31, 1999, a decrease of 2.6%. Decreases in the Bank's
certificates of deposits and passbook accounts accounted for the majority of
this decline. Deposit balances have since returned to their September 30, 1999
level due to a marketing campaign implemented in January 2000.
Advances from the Federal Home Loan Bank ("FHLB") increased $7.0 million from
September 30, 1999. These funds were used to finance increase in loan production
and to supplement the decline in deposit balances. These advances mature in the
quarter ending March 31, 2000 and will be paid off as they mature using current
cash and funds from maturing investments.
Unallocated ESOP stock decreased by $65,948. This decrease was a result of the
ESOP trust using dividends that it had received in the calendar year 1999 to
make an additional loan repayment of $35,972, which resulted in a release of an
additional 3,597.20 shares to be allocated to eligible employees. Also, 2,997.66
shares were allocated to eligible employees as part of the normal repayment of
the ESOP loan, which resulted in a decline of $29,976. Unallocated ESOP stock
will continue to decrease in the future as the shares acquired by the ESOP are
allocated to eligible employees.
Retained earnings increased by the net income earned during the three months
ended December 31, 1999 of $0.4 million. During the three months ended December
31, 1999 the Company paid dividends totaling $0.05 a share to stockholders. This
dividend resulted in a $0.1 million decrease in retained earnings.
Results of Operations
The earnings of the Company depend primarily on its level of net interest income
which is the difference between interest earned on the Company's interest-
earning assets and the interest paid on its interest-bearing liabilities. Net
interest income is a function of the Company's spread, which is the difference
between yield earned on interest-earning assets and the rate paid on interest-
bearing liabilities, as well as a function of the average balance of interest-
earning assets as compared to the average balance of interest-bearing
liabilities.
Comparison of Operating Results for the Three Months ended December 31, 1999 and
1998
Net Income. Net income for the three months ended December 31, 1999 was $444,205
compared to $344,045 for the three months ended December 31, 1998, an increase
of 29.1%. This increase was primarily a result of an increase in net interest
income offset by an increase in non-interest expense.
9
<PAGE>
Net Interest Income. Net interest income increased from $1,221,546 for the three
months ended December 31, 1998 to $1,615,053 for the three months ended December
31, 1999. A decrease in interest expense on borrowings accounted for $144,719 of
the increase in net interest income. Interest expense on borrowings decreased as
a result of a $8.1 million decrease in average borrowings outstanding during the
respective periods. This planned decrease was a result of the Company repaying
$10.0 million of FHLB advances that were outstanding at December 31, 1998. An
increase in yields on interest-earning assets, along with a decrease in average
deposits outstanding accounted for the remaining increase in net interest
income.
Provision for Loan Losses. No provision for loan losses was made in either the
three months ended December 31, 1999 or the three months ended December 31,
1998. In the opinion of management, based on its review of specific loans and
historical loss experience, the allowance for loan losses is adequate to cover
probable credit losses that were incurred as of December 31, 1999 and 1998.
Accordingly, no provision for loan losses was recorded during the three months
ended December 31, 1999 and 1998.
Non-interest income. Non-interest income decreased from $125,516 for the three
month period ended December 31, 1998 to $78,927 for the three month period ended
December 31, 1999. The Company experienced a decrease in loan servicing fees due
to a decrease in loans serviced for others. Also gain on sales of loans declined
due to fewer loans sales.
Non-interest expense. Non-interest expense increased from $800,670 during the
three month period ended December 31, 1998 to $979,538 for the three month
period ended December 31, 1999. Increases in compensation and benefits and other
non-interest expense during the three month period ended December 31, 1999
account for the majority of this increase. The increase in compensation and
benefits was a result of an increase in the number of employees, normal annual
increases in salaries of existing employees, and ESOP expenses. Also,
professional fees increased as a result of the Conversion due to increases in
legal fees, accounting fees, and printing fees associated with being a public
company. Occupancy and equipment expenses increased during the three month
period ended December 31, 1999 because of an increase in depreciation of fixed
assets, due to the installation of a local area network and an upgrade of its
computer hardware to accommodate the requirements of its service bureau's
software.
Provision for Income Taxes. The provision for income taxes increased from
$202,347 for the three month period ended December 31, 1998 to $270,237 for the
three month period ended December 31, 1999 as a result of higher pre-tax income.
Liquidity and Capital Resources. The Company's primary sources of funds are
customer deposits, proceeds from loan principal and interest payments, sales of
loans, maturing investments, and FHLB of Atlanta advances. While maturities and
scheduled amortization of loans are a predictable source of funds, deposit flows
and mortgage prepayments are influenced greatly by general interest rates, other
economic conditions, and competition.
The Bank is required by the Office of Thrift Supervision ("OTS") to maintain an
average daily balance of specified liquid assets equal to a monthly average of
not less than a specified percentage (currently 4%) of its net withdrawable
deposit accounts plus short-term borrowings. Monetary penalties may be imposed
for failure to meet these liquidity requirements. The Bank's average liquidity
ratio for the quarter ended December 31, 1999 was 8.81%, which exceeded the
applicable requirements. Given it excess liquidity and its ability to borrow
from the FHLB of Atlanta, the Bank believes that it will have sufficient funds
available to meet anticipated future loan commitments, unexpected deposit
withdrawals, and other cash requirements.
As of December 31, 1999, the Bank's regulatory capital was in excess of all
applicable regulatory requirements. At December 31, 1999, under applicable
regulations, the Bank's actual tangible, core and risk-based capital ratios were
13.9%, 13.9% and 24.9%, respectively, compared to requirements of 1.5%, 3.0%,
and 8.0%, respectively.
Due to the Company's excess capital position, the Board of Directors continues
to consider opportunities to enhance shareholder value, including stock
repurchases, special cash dividends and a return of capital. A decision by the
Board of Directors to undertake any of these activities will depend upon a
number of factors, including investment opportunities available to the Company
and the Bank, capital requirements, regulatory limitations, the Company's and
the Bank's results of operations and financial condition, tax considerations and
general economic conditions. Upon review of such considerations, the Board of
Directors may authorize such activities if it deems them
10
<PAGE>
appropriate and in compliance with applicable law and regulation. However, no
assurances can be given that any of these activities will in fact be authorized
by the Board of Directors in the future.
Year 2000 Compliance
As the year 2000 approached, an important business issue emerged regarding how
existing application software programs and operating systems could accommodate
this date value. Some of the existing application software products were
designed to accommodate only two-digits. For example, "99" is stored on the
system and represents 1999. The Company identified potential problems associated
with the "Year 2000" issue and implemented a plan designed to ensure that all
software used in connection with the Company's business would manage and
manipulate data involving the transition from 1999 to 2000 without functional or
data abnormality and without inaccurate results related to such data. We are
pleased to report that the Company made the transition to the Year 2000 without
any problems.
The Company spent the last three years testing and planning to ensure that the
transition to the Year 2000 would be uneventful. The Company 's external costs
incurred relating to Year 2000 through December 31, 1999 have been approximately
$26,000. The Company does not expect to incur any additional costs. The
Company's internal Year 2000 costs have been primarily payroll costs that have
not been tracked.
11
<PAGE>
Innes Street Financial Corporation and Subsidiary
Part II. Other Information
12
<PAGE>
Innes Street Financial Corporation and Subsidiary
Item 1. Legal Proceedings
- ---- -- -----------------
From time to time the Company is a party to various legal proceedings incident
to its business. At December 31, 1999, there were no legal proceedings to which
the Company was a party, or to which any of its property was subject, which were
expected by management to result in a material loss.
Item 6. Exhibits and Reports on Form 8-K
- ---- -- --------------------------------
(a) 10(a) Amendment to Directors' Deferred Compensation Plan of
Citizens Savings Bank, SSB.
10(b) Amendment to Nonqualified Deferred Compensation Plan of
Citizens Savings Bank, SSB.
10(c) Amendment to Second Directors' Deferred Compensation Plan
of Citizens Bank, FSB
10(d) Amendment to Second Nonqualified Deferred Compensation
Plan for Key Employees of Citizens Bank, FSB.
Exhibit (27): Selected Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended
December 31, 1999.
13
<PAGE>
Innes Street Financial Corporation and Subsidiary
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on behalf by the undersigned, thereunto duly
authorized.
Innes Street Financial Corporation
----------------------------------
(Registrant)
February 11, 2000 /s/ Ronald E. Bostian
----------------- --------------------------
(Date) Ronald E. Bostian
President and CEO
(Duly Authorized Representative)
February 11, 2000 /s/ Dianne E. Hawkins
----------------- --------------------------
(Date) Dianne E. Hawkins
Treasurer and Controller
(Principal Financial Officer)
14
<PAGE>
Exhibit 10 (a)
1999 DECLARATION OF AMENDMENT TO
AMENDED AND RESTATED DIRECTORS
DEFERRED COMPENSATION PLAN OF CITIZENS SAVINGS BANK
THIS DECLARATION OF AMENDMENT, made as of the 28th day of December,
1999, by CITIZENS BANK, FSB (the "Bank"), to the Amended and Restated Directors
Deferred Compensation Plan of Citizens Savings Bank (the "Plan");
R E C I T A L S:
---------------
It is deemed advisable to amend the Plan to reflect the change in the
Bank's name from "Citizens Savings Bank" to "Citizens Bank, FSB"; to exclude
Management Recognition Program awards from the definition of "compensation"
eligible for deferral under the Plan; and to provide for deferral elections to
be effective if made on or before the first day of the plan year.
NOW, THEREFORE, IT IS DECLARED, that effective as of December 31, 1999,
the Plan shall be and hereby is amended as follows:
1. Delete the name "Citizens Savings Bank" in the title of the Plan and
each place it appears in the Plan and substitute therefor "Citizens Bank, FSB."
2. In Section 2.7, delete the clause "excluding amounts paid to a
director as an allowance or reimbursement for travel or relocation expenses" and
substitute therefor "excluding awards under the Management Recognition Program
and amounts paid to a director as an allowance or reimbursement for travel or
relocation expenses."
3. In Section 3.1.3(a) and (b), delete the words "by at least fifteen
days."
IN WITNESS WHEREOF, this Declaration of Amendment has been executed in
behalf of the Bank as of the date first written above.
CITIZENS BANK, FSB
By: /s/ Ronald E. Bostian
----------------------
President
Attest:
By: /s/ Ralphelle Butler
--------------------
Secretary
15
<PAGE>
Exhibit 10 (b)
1999 DECLARATION OF AMENDMENT TO
AMENDED AND RESTATED NONQUALIFIED
DEFERRED COMPENSATION PLAN OF CITIZENS SAVINGS BANK
THIS DECLARATION OF AMENDMENT, made as of the 28th day of December,
1999, by CITIZENS BANK, FSB (the "Bank"), to the Amended and Restated
Nonqualified Deferred Compensation Plan of Citizens Savings Bank (the "Plan");
R E C I T A L S:
---------------
It is deemed advisable to amend the Plan to reflect the change in the
Bank's name from "Citizens Savings Bank" to "Citizens Bank, FSB"; to exclude
Management Recognition Program awards from the definition of "compensation"
eligible for deferral under the Plan; and to provide for deferral elections to
be effective if made on or before the first day of the plan year.
NOW, THEREFORE, IT IS DECLARED, that effective as of December 31,
1999, the Plan shall be and hereby is amended as follows:
1. Delete the name "Citizens Savings Bank" in the title of the Plan and
each place it appears in the Plan and substitute therefor "Citizens Bank, FSB."
2. In Section 2.7, delete the clause "excluding amounts paid to an
employee as an allowance or reimbursement for travel or relocation expenses" and
substitute therefor "excluding awards under the Management Recognition Program
and amounts paid to an employee as an allowance or reimbursement for travel or
relocation expenses."
3. In Section 3.1.3(a) and (b), delete the words "by at least fifteen
days."
IN WITNESS WHEREOF, this Declaration of Amendment has been executed in
behalf of the Bank as of the date first written above.
CITIZENS BANK, FSB
By /s/ Ronald E. Bostian
-------------------------
President
Attest:
By: /s/ Ralphelle Butler
---------------------
Secretary
16
<PAGE>
Exhibit 10 (c)
1999 DECLARATION OF AMENDMENT TO
SECOND DIRECTORS'
DEFERRED COMPENSATION PLAN OF CITIZENS BANK, FSB
THIS DECLARATION OF AMENDMENT, made as of the 28/th/ day of December,
1999, by CITIZENS BANK, FSB (the "Bank"), to the Second Directors Deferred
Compensation Plan of Citizens Bank, FSB (the "Plan");
R E C I T A L S:
---------------
It is deemed advisable to amend the Plan to include Management
Recognition Program awards in the definition of "compensation" eligible for
deferral under the Plan; and to provide for deferral elections to be effective
if made on or before the first day of the plan year.
NOW, THEREFORE, IT IS DECLARED, that effective as of December 31,
1999, the Plan shall be and hereby is amended in Section 1.6 the clause
"including, without limitation, meeting fees and monthly retainer payments" and
substitute therefore "including, without limitation, meeting fees, awards under
the Management Recognition Program, and monthly retainer payments."
IN WITNESS WHEREOF, this Declaration of Amendment has been executed in
behalf of the Bank as of the date first written above.
CITIZENS BANK, FSB
By: /s/ Ronald E. Bostian
--------------------------
President
Attest:
By: /s/ Ralphelle Butler
--------------------
Secretary
17
<PAGE>
Exhibit 10 (d)
1999 DECLARATION OF AMENDMENT TO
SECOND NONQUALIFIED DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES OF CITIZENS BANK, FSB
THIS DECLARATION OF AMENDMENT, made as of the 28/th/ day of December,
1999, by CITIZENS BANK, FSB (the "Bank"), to the Second Nonqualified Deferred
Compensation Plan for Key Employees of Citizens Bank, FSB (the "Plan");
R E C I T A L S:
---------------
It is deemed advisable to amend the Plan to include Management
Recognition Program awards from the definition of "compensation" eligible for
deferral under the Plan; and to provide for deferral elections to be effective
if made on or before the first day of the plan year.
NOW, THEREFORE, IT IS DECLARED, that effective as of December 31,
1999, the Plan shall be and hereby is amended as follows:
In Section 3.2(a) and (b), delete the words "by at least fifteen
days."
IN WITNESS WHEREOF, this Declaration of Amendment has been executed in
behalf of the Bank as of the date first written above.
CITIZENS BANK, FSB
By: /s/ Ronald E. Bostian
----------------------
President
Attest:
By: /s/ Ralphelle Butler
--------------------
Secretary
18
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<PAGE>
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0
0
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