Filed with the Securities and Exchange Commission on May 30, 1997
Securities Act Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SECURITY BANK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Oregon 93-0800253
(State of incorporation) (I.R.S. Employer Identification No.)
170 s. Second St., Coos Bay, Oregon 97420
(Address of principal executive offices) (Zip Code)
1997 DIRECTORS COMPENSATION PLAN
(Full title of the plan)
Charles D. Brummel
President and Chief Executive Officer
170 S. Second St.
Coos Bay, Oregon 97420
(541) 267-5356-6899
(Name, address and telephone number
of agent for service)
Copies to:
Gordon E. Crim, Esq.
Foster Pepper & Shefelman
101 S.W. Main St., 15th Fl.
Portland, Oregon 97204
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Number Proposed Proposed
of Maximum Maximum
Shares Offering Aggregate Amount of
Title of Securities Being Price Per Offering Registration
Being Registered Registered(1) Share Price Fee
<S> <C> <C> <C> <C>
Common Stock 25,000 $ 11.50(2) $ 287,500 $87.12
(1) The shares of Common Stock represent the number of shares that may be
issued under the 1997 Directors Compensation Plan.
(2) The maximum offering price for the shares cannot presently be
determined as the offering price is established by the market price of the stock
at certain intervals during the duration of the plan. Pursuant to Rule 457(h),
the offering price is estimated based on the last sale price reported for the
Common Stock on NASDAQ on May 28, 1997.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Security Bank Holding Company (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this registration statement:
(a) The Company's annual report on Form 10-KSB for the year ended December
31, 1996, filed pursuant to section 13(a) of the Securities Exchange Act of
1934, as amended, file number 0-27590.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by the registrant document referred to in (a) above.
(c) The description of the Common Stock contained in the Company's
registration statement on Form SB-1 declared effective by the Commission on
September 12, 1996 (File No. 33-80795).
All documents filed by the Company subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Oregon Business Corporation Act (Oregon Revised Statutes
("ORS") Sections 60.387 to 60.414), applicable to the Company, a person who is
made a party to a proceeding because such person is or was an officer or
director of a corporation may be indemnified by the corporation against
liability incurred by such person in connection with the proceeding if (i) the
person's conduct was in good faith and in a manner he or she reasonably believed
was in the corporation's best interest or at least not opposed to its best
interests and (ii) if the proceeding was a criminal proceeding, the Indemnitee
had no reasonable cause to believe his or her conduct was unlawful.
Indemnification is not permitted if the person was adjudged liable to the
corporation in a proceeding by or in the right of the corporation, or if the
Indemnitee was adjudged liable on the basis that he or she improperly received a
personal benefit. Unless the articles of the corporation provide otherwise, such
indemnification is mandatory if the Indemnitee is wholly successful on the
merits or otherwise, or if ordered by a court of competent jurisdiction.
The Oregon Business Corporation Act also provides that a company's
Articles of Incorporation may limit or eliminate the personal liability of a
director to the corporation or its shareholders for monetary damages for conduct
as a director, provided that no such provision shall eliminate the liability of
a director for (i) any breach of the directors' duty of loyalty to the
corporation or its shareholders; (ii)
II-1
<PAGE>
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) any unlawful distribution; or (iv) any
transaction from which the director derived an improper personal benefit.
The Company's Articles of Incorporation (the "Articles") provide that
the company will indemnify its directors and officers, to the fullest extent
permissible under the Oregon Business Corporation Act against all expense
liability and loss (including attorney fees) incurred or suffered by reason of
service as a director or officer of the company or is or was serving at the
request of the company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.
The effect of these provisions is to limit the liability of directors
for monetary damages, and to indemnify the directors and officers of the Company
for all costs and expenses for liability incurred by them in connection with any
action, suit or proceeding in which they may become involved by reason of their
affiliation with the Company, to the fullest extent permitted by law. These
provisions do not limit the rights of the Company or any shareholder to see
non-monetary relief, and do not affect a director's or officer's
responsibilities under any other laws, such as securities or environmental laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits required by Item 601 of Regulation S-B being filed
herewith or incorporated herein by reference are as follows:
Exhibit
4.1 Articles of Incorporation of Security Bank Holding Company
Incorporated by reference to Exhibit 2.1 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
4.2 Bylaws of Security Bank Holding Company
Incorporated by reference to Exhibit 2.2 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
4.3 Specimen Stock Certificate
Incorporated by reference to Exhibit 3.0 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Foster Pepper & Shefelman
(Included in Exhibit 5.1)
99 1997 Directors Compensation Plan
II-2
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(A) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) To reflect in the prospectus any facts or events, which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(3) To include any additional or changed material information on the plan
of distribution;
Provided however, that paragraphs 1 and 2 do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(B) That, for the purpose of determining any liability under the
Securities Act of 1933, treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering.
(C) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coos Bay, State of Oregon, on the 21st day of May,
1997.
SECURITY BANK HOLDING COMPANY
By: /s/ Charles D. Brummel
Charles D. Brummel, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on May 21, 1997.
By: /s/ Charles D. Brummel By:
Charles D. Brummel, Kenneth P. Messerle,
Director, President and Director
Chief Executive Officer
By: /s/ E. Samuel Dement By: /s/ Donald L. Goddard
E. Samuel Dement, Director Donald L. Goddard,
Director
By: /s/ William A. Lansing By: /s/ Harry A. Slack, Jr.
William A. Lansing, Director Harry A. Slack, Jr.,
Director
By: /s/ Ralph W. Gazeley By: /s/ Thomas R. Graham
Ralph W. Gazeley, Director Thomas R. Graham
Director
By: /s/ Glenn A. Thomas By:
Glenn A. Thomas, Director Kathleen M. Kerins,
Director
By: /s/ Ron L. Farnsworth
Ron L. Farnsworth
Controller (Chief Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
4.1 Articles of Incorporation of Security Bank Holding Company
Incorporated by reference to Exhibit 2.1 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
4.2 Bylaws of Security Bank Holding Company
Incorporated by reference to Exhibit 2.2 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
4.3 Specimen Stock Certificate
Incorporated by reference to Exhibit 3.0 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Foster Pepper & Shefelman
(Included in Exhibit 5.1)
99 1997 Directors Compensation Plan
<PAGE>
EXHIBIT 5.1
[Letterhead of FOSTER PEPPER & SHEFELMAN PLLC]
May 29, 1997
Board of Directors
Security Bank Holding Company
170 S. Second St.
Coos Bay, Oregon 97420
Re: Form S-8 Registration of 1997 Directors Compensation Plan
Gentlemen:
This firm is special counsel to Security Bank Holding Company, an
Oregon corporation, (the "Company") and, in that capacity we have assisted in
the preparation of certain documents relating to the potential issuance of
25,000 shares of the Company's common stock ("Shares") in accordance with the
Company's 1997 Directors Compensation Plan (the "Plan"), including the Company's
Registration Statement on Form S-8 (the "Registration Statement").
In the course of our representation as described above, we have
examined the Plan, the Registration Statement as prepared for filing with the
Securities and Exchange Commission and related documents and correspondence. We
have received from officers of the Company having custody thereof, and have
reviewed, the Articles of Incorporation and Bylaws of the Company, and any
amendments, and minutes of certain meetings of the Company's Board of Directors
and of its shareholders. We have received from the officers of the Company
certificates containing representations concerning certain facutal matters
relevant to this opinion. We have received certificates from, and have had
conversations with, public officials in those jurisdictions in which we have
deemed it appropriate.
We have relied as to matters of fact upon the above certificates,
documents and investigation. We have assumed without investigation the
genuineness of all signatures, the authenticity and completeness of all of the
documents submitted to us as originals and the conformity to authentic and
complete original documents submitted to us as certified or photostatic copies.
Based upon and subject to all of the foregoing, we are of the opinion
that:
The Shares have been validly authorized, and when (i) the
Registration Statement has become effective and such state
securities laws as may be applicable have been complied with,
and (ii) the Shares have been delivered against payment
therefor as contemplated by the Registration Statement, the
Shares will be validly issued, fully paid and non-assessable.
This opinion is solely for your information and is not to be quoted in
whole or in part or otherwise referred to, nor is it to be filed with any
governmental agency or other person,
<PAGE>
without our prior written consent. We hereby consent to the filing of this
opinion with the Securities and Exchange Commission as an exhibit to the
Registration Statement.
Very truly yours,
FOSTER PEPPER & SHEFELMAN PLLC
Portland, Oregon
May 29, 1997
EXHIBIT 23.1
[KPMG Peat Marwick LLP Letterhead]
Independent Auditor's Consent
The Board of Directors
Security Bank Holding Company
Coos Bay, Oregon:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Portland, Oregon
May 29, 1997
<PAGE>
EXHIBIT 99
SECURITY BANK HOLDING COMPANY
1997 DIRECTORS COMPENSATION PLAN
1 Purpose
The purpose of this 1997 Directors Compensation Plan (the "Plan") is to
advance the interests of Security Bank Holding Company, an Oregon corporation
(the "Company") and its shareholders by enabling the Company to attract and
retain the services of people with training, experience and ability to serve as
directors of the Company, and to provide additional incentives to directors by
giving them an opportunity to participate in the ownership of the Company.
2 Definitions
As used herein, the following definitions shall apply:
(a) "Board of Directors" means the Board of Directors of the
Company.
(b) "Common Stock" means the Common Stock of the Company.
(c) "Company" means Security Bank Holding Company, a corporation
organized under the laws of the state of Oregon.
(d) "Compensation Year" means the calendar year ending December 31
in which compensation is earned under this Plan.
(e) "Closing Price" means the last reported sale price per share
of Common Stock as reported by the Nasdaq Stock Market, Inc.,
or if no last sale price is reported, the average of the
closing bid and asked prices per share of the Common Stock as
so reported.
(f) "Effective Date" means the effective date of this Plan,
March 23, 1997.
(g) "Employee" means any person employed by the Company or any
of its subsidiaries.
(h) "Parent" means any corporation in an unbroken chain of
corporations ending with the Company if each of the
corporations other than the Company owns stock possessing 50
percent or more of the total combined voting power of all
classes of stock in one of the other corporations in such
chain.
(i) "Payment Election" means an election by a director with
respect to the form of payment of compensation under this
Plan, as submitted to the Company in the form attached hereto
as Exhibit A.
(j) "Plan" means this 1997 Directors Compensation Plan.
(k) "Regular Meeting" means a meeting of the Board of Directors
held on the third Wednesday of each month, or such other day
or date each month on an ongoing basis on which the Board
intends to meet.
70067810.2
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(l) "Share" shall mean a share of the Common Stock.
(m) "Special Meeting" means a meeting of the Board of Directors
held on any day or date other than a Regular Meeting.
(n) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing 50 percent or more of the total
combined voting power of all classes of stock in one of the
other corporations in such chain.
3 Administration of the Plan
The Plan shall be administered by the Board of Directors. Subject to
the provisions of this Plan, the Board of Directors may from time to time adopt
rules and regulations relating to the administration of the Plan, and any
interpretation or construction by the Board of Directors of the provisions of
the Plan shall be final and conclusive. The Board of Directors may correct any
defect, supply any omission or reconcile any inconsistency in this Plan or in
any Payment Election in the manner and to the extent it shall deem appropriate
in its sole discretion.
4 Eligibility
Each director of the Company as of the Effective Date, and each person
who thereafter becomes a director, shall be eligible to receive compensation as
set forth in this Plan, except no director who is an Employee shall be eligible
to participate in this Plan.
5 Compensation
5.1 Base Compensation. Each director shall receive $400 for each
regular or special meeting of the Board of Directors, and $100 for each
committee meeting, as provided herein. Base Compensation will be in
accordance with a Payment Election as provided in Section 6.1 below.
5.1.1 Meeting Attendance.
(a) Regular Board Meetings. Each director will be entitled to
receive compensation for each Regular Meeting of the Board of
Directors attended during the Compensation Year. Attendance at
Regular Meetings may be in person or by phone. No Base
Compensation shall be paid to any director for any Regular
Meeting from which that director was absent. A director shall
receive credit for attendance notwithstanding any conflicts
requiring that the director join or leave any meeting in
progress. Any meeting in which the Company and any subsidiary
bank hold a joint meeting or meetings in succession shall only
count as one meeting for purposes of this Plan. For purposes
of determining Incentive Compensation under Section 5.2 only,
the Board of Directors, upon a finding of the existence of
extenuating circumstances justifying absence, may authorize
credit for attendance by a director who is absent from a
meeting.
(b) Special Board Meetings. Each director will be
entitled to receive compensation for each Special Meeting of
the Board of Directors attended during the Compensation Year.
Attendance at Special Meetings may be in person or by
<PAGE>
phone. No Base Compensation shall be paid to any director for
any Special Meeting from which that director was absent. A
director shall receive credit for attendance notwithstanding
any conflicts requiring that the director join or leave any
meeting in progress. For purposes of determining Incentive
Compensation under Section 5.2 only, each director shall be
entitled to attendance credit notwithstanding the director's
absence from no more than two Special Meetings during the
Compensation Year.
(c) Committee Meetings. Each director shall be entitled
to Base Compensation for each committee meeting attended
during the Compensation Year.
5.2 Incentive Compensation. Each director shall be entitled to
receive Incentive Compensation, payable annually as of January 1 of
each year in accordance with this section.
5.2.1 No Incentive Compensation shall be payable unless and
until the Company achieves a return on average equity of ten
percent (10%) (the "Threshold Amount").
5.2.2 An Incentive Compensation allocation for each director
("Allocation") shall be established consisting of an amount
calculated as follows, up to a maximum Allocation of $10,000:
(a) For purposes of this subsection, "Allocation
Step" is an amount equal to the Threshold Amount
expressed in dollars multiplied by 2.3%.
(b) For purposes of this subsection, the
"Index" is the ratio of (i) the difference between
net income and the Threshold Amount expressed in
dollars to (ii) the Allocation Step;
(c) The Allocation shall be an amount calculated by
multiplying the Allocation Step by the Index, and
multiplying the resulting amount by 1.3%.
5.2.3 Each director who has served on the Board of Directors
for any portion of each year shall receive that amount of his
or her Allocation calculated by multiplying the Allocation by
a fraction, the numerator of which is the number of meetings
of the Board of Directors held during the calendar year while
such director was a member of the Board, and the denominator
of which is the total number of regular and special meetings
of the Board of Directors held during the calendar year, then
further multiplying the resulting figure by a fraction, the
numerator of which is the number of meetings for which such
director is credited with attendance, and the denominator of
which is the number of meetings held during the calendar year
while such director was a member of the Board. Each director's
share of his or her Allocation shall be paid in Shares of
Common Stock as set forth in Section 6.4. Any portion of the
Allocation not paid pursuant to this section shall be
forfeited to the Company, and not reallocated to other
directors.
<PAGE>
6 Payment of Compensation
6.1 Base Compensation
6.1.1 On or before December 31 of any year, a director may
elect to receive Base Compensation for the following year in
the form of cash or Shares. An election shall be made by
submitting a Payment Election to the Secretary of the Company.
6.1.2 Base Compensation shall, in the absence of an election
pursuant to this section, be in the form of cash payable
monthly as of the last business day of each month.
6.1.3 An election under this section shall be effective as of
January 1 of the following year and shall remain in effect
until a subsequent Payment Election is submitted to the
Company, which subsequent Payment Election shall be effective
as of the following January 1. Notwithstanding the foregoing,
any director serving as of the Effective Date, and any person
who thereafter becomes a director, may make an election
pursuant to this section to be effective for the then-current
year, provided that such election is made not later than the
next regular monthly payment date of directors compensation
under this Plan. An election in effect under this section
shall apply to not less than all Base Compensation payable to
a director under this Plan for the calendar year.
6.1.4 Each director who has elected to receive payment of Base
Compensation in Shares of Common Stock shall be entitled to
receive for the Compensation Year the aggregate number of
Shares for each calendar month determined by dividing the
amount of Base Compensation earned each month by the Closing
Price on the last trading day of the respective month.
6.1.5 An election to receive Base Compensation in the form of
Shares shall constitute an agreement by the director to defer
payment of Base Compensation until Shares representing such
payment are issued. Shares issued as payment of Base
Compensation will be issued in certificate form as soon as
reasonably practicable after the close of the Compensation
Year, except as provided in Section 6.1.6.
6.1.6 An election under this section shall be binding on and
inure to the benefit of a director's heirs and assigns, and
the Company shall be under no obligation to issue Shares other
than as provided in this Section, except that the Company
shall, within 60 days following written request of the
administrator or executor of a director's estate, issue Shares
then payable as Base Compensation.
6.2 Incentive Compensation.
6.2.1 Incentive Compensation shall be paid solely in the form
of Shares of Common Stock.
6.2.2 As soon as reasonably practicable after the close of the
Compensation Year, the Company shall issue, to each director
who has served as a member of the Board of Directors for any
portion of such year, that number of Shares
<PAGE>
representing the Incentive Compensation, calculated in
accordance with Section 6.2, divided by the Closing Price on
the first trading day of such Compensation Year.
6.3 Shares may be issued in the name of the director, individually or
jointly with the director's spouse or lineal descendants, or in the
name of a trust established for the benefit of any of the foregoing
persons.
6.4 Shares issued pursuant to Sections 6.1 and 6.2 for any Compensation
Year will be issued on and as of the same date and may be represented
by one or more certificates. Any fractional shares will be rounded up
to the nearest whole Share.
6.5 Until certificates representing Shares acquired under this Plan are
issued, such Shares shall be deemed to not be issued and outstanding
for any corporate purposes. No person shall, with respect to Shares for
which certificates have not been issued, have any voting rights, or
rights to dividends or otherwise.
7 Stock Subject to the Plan
The total number of Shares of Common Stock issuable as compensation
under this Plan shall not exceed Twenty Five Thousand (25,000) Shares, which
Shares may be in whole or in part, as the Board shall from time to time
determine, authorized but unissued Shares or issued Shares which have been
reacquired by the Company. There shall at all times be reserved for issuance the
number of Shares of Common Stock covered by this Plan as herein set forth.
8 Duration of the Plan
This Plan shall be effective as of the Effective Date and shall
continue in effect until all Shares authorized and reserved for issuance under
the Plan have been issued, unless sooner terminated by action of the Board of
Directors. The Board of Directors shall have the right to suspend or terminate
this Plan at any time.
9 Amendment of the Plan
The Board of Directors may at any time and from time to time modify or
amend this Plan in such respect as it shall deem advisable to conform with any
changes in the law while this Plan is in effect or for any other reason.
10 Continuation as a Director
Nothing in the Plan or right granted pursuant hereto shall confer upon
any person a continued right to serve as a director of the Company.
11 Issue and Transfer Taxes
The Board of Directors may from time to time agree to require the
Company to pay issuance or transfer taxes on Shares issued pursuant to this
Plan.
Approved by the Board of Directors at a duly called meeting thereof on May 21,
1997.
<PAGE>
SECURITY BANK HOLDING COMPANY
1997 DIRECTORS COMPENSATION PLAN
PAYMENT ELECTION
Pursuant to Section 6.1 of the 1997 Directors Compensation Plan (the
"Plan") for non-employee directors of Security Bank Holding Company (the
"Company"), the undersigned hereby elects to receive all amounts of Base
Compensation payable under the Plan in the following form (mark one only):
Cash
Shares of Company Common Stock
The undersigned hereby acknowledges and agrees with the Company that:
1. This Payment Election shall be effective as of the first day of January of
the year immediately following the date of execution of this Payment Election.
Notwithstanding the foregoing, if this is the first Payment Election under the
Plan executed by the undersigned, this election shall be effective as of the
later of (a) the Effective Date of the Plan or (b) the date on which the
undersigned first became eligible to participate in the Plan.
2. This Payment Election shall continue in effect until the earlier of December
31 of any year in which a subsequent Payment Election is executed and submitted
to the Company, or the termination of the Plan;
3. This Payment Election, if an election to receive Shares rather than cash
compensation, constitutes consent by the undersigned to defer payment by the
Company until such time as certificates representing Shares are issued in the
reasonable discretion of the Company, and that as to such Shares, the
undersigned shall have no rights with respect to voting, dividends or other
distributions;
4. The undersigned shall be responsible for, indemnify and hold the Company
harmless for any and all federal and state tax liabilities incurred by the
undersigned as a consequence of participation in the Plan, notwithstanding the
absence of cash distributions from the Plan as a result of this Payment
Election;
5. The undersigned is subject to the provisions of Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated
thereunder by the Securities and Exchange Commission, and that the receipt of
Shares under the Plan must be reported pursuant to such provisions;
6. Shares received by the undersigned pursuant to the Plan are subject to
certain limitations on re-sale, including restrictions imposed by Rule 144 under
the Securities Act of 1933;
7. Whenever the Company undertakes a firmly underwritten public offering of its
securities and if requested by the managing underwriter in such offering, the
undersigned will enter into an agreement not to sell or dispose of any
securities of the Company owned or controlled by the undersigned provided that
such restriction will not extend beyond 12 months from the effective date of the
registration statement filed in connection with such offering;
70067810.2
<PAGE>
8. This Payment Election will be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, and
assigns;
9. This Payment Election will be governed by the laws of the State of Oregon as
to all matters, including but not limited to matters of validity, construction,
effect and performance, without giving effect to rules of choice of law. This
Payment Election hereby incorporates by reference all of the provisions of the
Plan, and will in all respects be interpreted and construed in such manner as to
effectuate the intent of the Plan. In the event of a conflict between the terms
of this Payment Election and the Plan, the terms of the Plan will prevail. All
matters of interpretation of the Plan and this Payment Election and the
definitions of the words used therein and herein, will be determined in the sole
and final discretion of the Compensation Committee or the Board of Directors.
Name(s) in which Shares are to be issued (if other than the undersigned):
Address:
DIRECTOR:
(print name)
Received and Acknowledged:
SECURITY BANK HOLDING COMPANY
By:
Its:
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