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2003

Supplemental Executive Retirement Plan Agreement

Supplemental Executive Retirement Plan Agreement (37K)

Doc #145851: Click preview link for longer preview.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
FOR
BRENT L. PETERS

THIS AGREEMENT is made and entered into this 31st day of May, 2001, by and
between EAST PENN BANK, a Pennsylvania banking institution having a place of
business at 731 Chestnut Street, Emmaus, Pennsylvania 18049 ("Bank"), and BRENT
L. PETERS ("Executive"), an individual residing at 3837 East View Drive,
Orefield, Pennsylvania 18069. This Agreement shall append the Split Dollar
Endorsement entered into on __________________, ______, or as subsequently
amended, by and between the aforementioned parties.

INTRODUCTION

To encourage Executive to remain an employee of Bank, Bank is willing to
provide to Executive with supplemental retirement benefits or to divide the
death proceeds of two life insurance policies on Executive's life. Bank will pay
the benefits and the life insurance premiums from its general assets.

Article 1
General Definitions

The following terms shall have the meanings specified:

1.1 "Affiliate" means any company that controls, is controlled by, or is
under common control with Bank. For this Agreement, company includes any bank,
corporation, general or limited partnership, limited liability companies,
association or similar organization, business trust, or any other trust.

1.2 "Change in Control" means any of the following:

(A) (A) a merger, consolidation or division involving Bank, (B) a
sale, exchange, transfer or other disposition of substantially
all of the assets of Bank, or (C) a purchase by Bank of
substantially all of the assets of another entity, unless (y)
such merger, consolidation, division, sale, exchange,
transfer, purchase or disposition is approved in advance by
seventy-five percent (75%) or more of the members of the Board
of Directors of Bank who are not interested in the transaction
and (z) a majority of the members of the Board of Directors of
the legal entity resulting from or existing after any such
transaction and of the Board of Directors of such entity's
parent corporation, if any, are former members of the Board of
Directors of Bank; or

{PAGE}

(B) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")),
other than Bank or any "person" who on the date hereof is a
director or officer of Bank, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Bank representing
twenty-five (25%) percent or more of the combined voting power
of Bank's then outstanding securities, or

(C) during any period of two (2) consecutive years during the term
of Executive's employment under this Agreement, individuals
who at the beginning of such period constitute the Board of
Directors of Bank cease for any reason to constitute at least
a majority thereof, unless the election of each director who
was not a director at the beginning of such period has been
approved in advance by directors representing at least
two-thirds of the directors then in office who were directors
at the beginning of the period; or

(D) any other change in control of Bank similar in effect to any
of the foregoing.

Notwithstanding anything else to the contrary set forth in this Agreement,
if (i) an agreement is executed by Bank providing for any of the transactions or
events constituting a Change in Control as defined herein, and the agreement
subsequently expires or is terminated without the transaction or event being
consummated, and (ii) Executive's employment did not terminate during the period
after the agreement and prior to such expiration or termination, for purposes of
this Agreement it shall be as though such agreement was never executed and no
Change in Control event shall be deemed to have occurred as a result of the
execution of such agreement.

1.3 "Disability" means Executive suffering a physical or mental
impairment, which, in the judgment of a physician satisfactory to Bank, prevents
Executive from performing all of the essential job functions of Executive's
position on a full time basis with or without reasonable accommodation and
without posing a direct threat to himself or others, for a period of one hundred
eighty days. As a condition to any benefits, Bank may require Executive to
submit to such physical or mental evaluations and tests as Bank's Board of
Directors deems appropriate.

1.4 "Bank" or "Corporation" means East Penn Bank

1.5 "Insured" means Executive.

1.6 "Insurer" means The MONY Group and ING Southland.

1.7 "Policy" means The MONY Group insurance policy no. B25014666 and ING
Southland insurance policy no. 06 009 3702.

145851

MONY Group;

East Penn Bank;

Brent L. Peters; East Penn Financial Corp

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2001

Plan and Agreement of Merger

Plan and Agreement of Merger (197K)

Doc #293420: Click preview link for longer preview.

PLAN AND AGREEMENT OF MERGER

{PAGE}

{TABLE}
{CAPTION}
TABLE OF CONTENTS
Page

{S} {C} {C}
SECTION 1. DEFINITIONS.....................................................................................2

SECTION 2. MERGER..........................................................................................8
2.1 GENERAL.........................................................................................8
2.2 CLOSING.........................................................................................8
2.3 ACTIONS AT CLOSING..............................................................................8
2.4 EFFECT OF MERGER................................................................................8
2.5 ANTI-DILUTION..................................................................................10
2.6 ADDITIONAL ACTIONS.............................................................................10

SECTION 3. REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY...........................................11
3.1 ORGANIZATION AND QUALIFICATION; SUBSIDIARIES...................................................11
3.2 CAPITALIZATION OF THE COMPANY AND ITS SUBSIDIARIES.............................................12
3.3 AUTHORITY RELATIVE TO THIS AGREEMENT...........................................................13
3.4 GAAP FINANCIAL STATEMENTS......................................................................13
3.5 CONSENTS AND APPROVALS; NO VIOLATIONS..........................................................14
3.6 NO DEFAULT.....................................................................................14
3.7 NO UNDISCLOSED LIABILITIES.....................................................................15
3.8 ABSENCE OF CERTAIN DEVELOPMENTS................................................................15
3.9 LITIGATION.....................................................................................18
3.10 COMPLIANCE WITH APPLICABLE LAW; LICENSES.......................................................18
3.11 ERISA..........................................................................................19
3.12 ENVIRONMENTAL LAWS AND REGULATIONS.............................................................21
3.13 INTELLECTUAL PROPERTY; SOFTWARE................................................................22
3.14 CERTAIN BUSINESS PRACTICES.....................................................................22
3.15 LABOR MATTERS..................................................................................23
3.16 ACCOUNTS RECEIVABLE............................................................................23
3.17 BOOKS AND RECORDS..............................................................................23
3.18 INSURANCE......................................................................................23
3.19 REINSURANCE....................................................................................24
3.20 POLICIES OF INSURANCE WRITTEN BY FFG...........................................................24
3.21 BROKERS' FEES..................................................................................24
3.22 SUPPLIERS AND CUSTOMERS........................................................................25
3.23 CERTAIN CONTRACTS..............................................................................25
3.24 TAX MATTERS....................................................................................25
3.25 RELATED PARTY TRANSACTIONS.....................................................................27
3.26 RESTRICTIONS ON BUSINESS ACTIVITIES............................................................27
3.27 REAL ESTATE....................................................................................28
3.28 PERSONAL PROPERTY..............................................................................29
{/TABLE}

-i-

{PAGE}

{TABLE}
{S} {C} {C}
SECTION 4. REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS...........................................29
4.1 ORGANIZATION AND CORPORATE POWER...............................................................29
4.2 AUTHORIZATION OF MERGER........................................................................29
4.3 NO CONFLICTS...................................................................................29
4.4 SELLER SHARES..................................................................................30
4.5 SECURITIES LAW ISSUES..........................................................................30
4.6 DISCLOSURE.....................................................................................30

SECTION 5. REPRESENTATIONS AND WARRANTIES REGARDING BUYER AND MERGER SUB..................................30
5.1 ORGANIZATION...................................................................................30
5.2 AUTHORITY RELATIVE TO THIS AGREEMENT...........................................................31
5.3 CONSENTS AND APPROVALS; NO VIOLATIONS..........................................................31
5.4 BROKERS........................................................................................32
5.5 CAPITALIZATION OF BUYER AND ITS SUBSIDIARIES...................................................32
5.6 SEC REPORTS; FINANCIAL STATEMENTS..............................................................32
5.7 INTERIM OPERATIONS OF MERGER SUB...............................................................33
5.8 NYSE REQUIREMENTS..............................................................................33

SECTION 6. COVENANTS......................................................................................33
6.1 GENERAL........................................................................................33
6.2 OTHER REGULATORY MATTERS AND APPROVALS.........................................................34
6.3 THE COMPANY'S INTERIM OPERATION OF BUSINESS....................................................34
6.4 ACCESS.........................................................................................37
6.5 NOTICE OF DEVELOPMENTS.........................................................................37
6.6 ACQUISITION PROPOSALS..........................................................................38
6.7 PRESS RELEASES AND PUBLIC ANNOUNCEMENTS........................................................38
6.8 COVENANT OF SELLERS............................................................................38
6.9 POST-CLOSING TAX MATTERS.......................................................................39
6.10 DIRECTOR AND OFFICER INDEMNIFICATION...........................................................39
6.11 OBLIGATIONS OF MERGER SUB......................................................................39
6.12 REGISTRATION STATEMENT.........................................................................39
6.13 EMPLOYEE MATTERS...............................................................................40
6.14 EXPENSES OF THE COMPANY........................................................................40
6.15 NONCOMPETITION.................................................................................40

SECTION 7. CONDITIONS TO CLOSING..........................................................................44
7.1 JOINT CONDITIONS TO OBLIGATIONS OF BUYER, MERGER SUB AND THE COMPANY...........................44
7.2 CONDITIONS TO OBLIGATIONS OF BUYER AND MERGER SUB..............................................44
7.3 CONDITIONS TO OBLIGATIONS OF THE COMPANY.......................................................45

SECTION 8. INDEMNIFICATION................................................................................45
8.1 AGREEMENTS TO INDEMNIFY........................................................................45
8.2 LIMITATIONS ON INDEMNIFICATION.................................................................46
8.3 METHOD OF ASSERTING AND RESOLVING CLAIMS.......................................................47

{/TABLE}

-ii-

{PAGE}

{TABLE}
{S} {C} {C}
SECTION 9. TERMINATION AND ITS CONSEQUENCES...............................................................48
9.1 TERMINATION OF AGREEMENT.......................................................................48
9.2 EFFECT OF TERMINATION..........................................................................49

SECTION 10. MISCELLANEOUS..................................................................................49
10.1 REPRESENTATIONS AND SURVIVAL...................................................................49
10.2 NO THIRD PARTY BENEFICIARIES...................................................................50
10.3 ENTIRE AGREEMENT...............................................................................50
10.4 SUCCESSION AND ASSIGNMENT......................................................................50
10.5 COUNTERPARTS AND DELIVERY......................................................................50
10.6 NOTICES........................................................................................50
10.7 GOVERNING LAW..................................................................................51
10.8 CONSENT TO JURISDICTION........................................................................51
10.9 WAIVER OF JURY TRIAL...........................................................................51
10.10 AMENDMENTS AND WAIVERS.........................................................................51
10.11 CONSTRUCTION...................................................................................52
10.12 TIME IS OF THE ESSENCE, COMPUTATION OF TIME....................................................52
10.13 SPECIFIC PERFORMANCE...........................................................................52
{/TABLE}

-iii-

{PAGE}

PLAN AND AGREEMENT OF MERGER

This Plan and Agreement of Merger is entered into as of May 3, 2001, by
and among Aon Corporation, a Delaware corporation ("BUYER"), Merger Acquisition
Company, a Delaware corporation ("MERGER SUB") and wholly owned subsidiary of
Buyer, First Extended, Inc., a Delaware corporation (the "COMPANY"), and Carl H.
Westcott, ("WESTCOTT"), John D. Curtis ("CURTIS"), Charwes First Extended 1999
Trust ("CHARWES TRUST"), and Courwes First Extended 1999 Trust ("COURWES TRUST"
and together with Westcott, Curtis and Charwes Trust, the "SELLERS"). Buyer,
Merger Sub, Sellers, and the Company are referred to collectively herein as the
"PARTIES."

RECITALS

WHEREAS, Buyer has determined that it is in its best interests to
consummate the business combination transaction provided for herein in which
Merger Sub will, subject to the terms and conditions set forth herein, merge
with and into the Company so that the Company is the Surviving Corporation in
such merger (the "MERGER");

WHEREAS, the Board of Directors of the Company (the "COMPANY BOARD") has
determined that it is in the best interests of the Company and its stockholders
to consummate the Merger, subject to the terms and conditions set forth herein;

WHEREAS, prior to the date hereof the Company Board and the Sellers in
their capacity as stockholders of the Company have unanimously approved this
Agreement and the Merger, upon the terms and subject to the conditions set forth
herein;

WHEREAS, it is the intention of the parties that, for United States
federal income tax purposes, (i) the Merger shall constitute a tax-free
reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of
the United States Internal Revenue Code of 1986, as amended (the "CODE"), and
(ii) this Agreement shall constitute a "plan of reorganization" for purposes of
Section 354 and Section 361 of the Code.

Therefore, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the Parties agree as follows.

{PAGE}

SECTION 1. DEFINITIONS.

In this Agreement:

"AAA RULES" has the meaning given to that term in Section 8.3.

"ACQUISITION PROPOSAL" means, with respect to any Person, any proposal
(other than any proposal with respect to the Merger) regarding (i) any merger,
consolidation, share exchange, business combination or other similar transaction
or series of related transactions involving that Person or any Subsidiary of
that Person; (ii) any sale, lease, exchange, transfer or other disposition of
all or substantially all of the assets of that Person or any of its
Subsidiaries; and (iii) any offer to purchase, tender offer, exchange offer or
any similar transaction or series of related transactions made by any other
Person involving the outstanding shares of any class of capital stock of that
Person.

"AFFILIATE" means, with respect to any Person, any other Person
controlling, controlled by or under common control with such Person. As used in
this definition, "CONTROL" (including its correlative meanings, "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH") means the possession, directly or indirectly,
of power to direct or cause the direction of the management and policies of a
Person whether through the ownership of voting securities, by contract or
otherwise.

"AFFILIATED GROUP" has the meaning given to that term in Section 3.24(k).

"AON CURRENT MARKET PRICE" means, with respect to any specific date, the
average of the daily closing sale prices per share of Buyer Common Stock during
the regular session as traded on the NYSE for the ten (10) consecutive trading
days ending on the day immediately prior to such date, rounded to the nearest
cent; provided that, if the CSC Common Stock commences trading on an exchange or
market and the value thereof is no longer reflected in the trading price of the
Buyer Common Stock within such 10-day trading day period, then"Aon Current
Market Price" means, with respect to any specific date, the average of the daily
closing sale prices per share of Buyer Common Stock during the regular session
as traded on the NYSE for the greatest number of consecutive trading days ending
on the day immediately prior to such date on which both the Buyer Common Stock
and the CSC Common Stock are traded on an exchange or market and the value of
the CSC Common Stock is no longer reflected in the trading price of the Buyer
Common Stock, rounded to the nearest cent.

"ARBITRATION NOTICE" has the meaning given to that term in Section 8.3.

293420

Aon;

Lithia Motors;

BNY;

Kirkland & Ellis

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2001

Supplemental Executive Retirement Plan Agreement

Supplemental Executive Retirement Plan Agreement (23K)

Doc #354257: Click preview link for longer preview.

COMMONWEALTH LAND/TRANSAMERICA TITLE INSURANCE CO.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

THIS AGREEMENT, made this 4th day of May, 1994, between Commonwealth
Land/Transamerica Title Insurance Co., a Pennsylvania corporation with its
principal place of business at 8 Penn Center, Philadelphia, Pennsylvania (the
"Corporation") and Jeffrey C. Selby, residing at 975 Placid Court, Arnold, MD
21012, an executive of Corporation (the "Executive"),

WITNESSETH:
-----------

WHEREAS, in consideration of the Executive's service to the
Corporation, and of the expectation of the Executive's continued performance of
valuable services, the Corporation wishes to provide the Executive with certain
supplemental retirement benefits hereinafter set forth;

NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:

1. Definitions:
------------

(a) "Accrued Benefit" shall mean a benefit
amount equal to 30% of the Executive's Career Average Annual
Salary multiplied by his Service Percentage, payable annually
for 10 years commencing at his Normal Retirement Date.

(b) "Applicable Interest Rate" shall mean the
greater of (1) 6%, or (2) the appropriate applicable federal
rate in effect under section 1274 (d) of the Internal Revenue
Code of 1986, as amended, for the month before the benefit is
paid or commences to be paid.

(c) "Board" shall mean the Board of Directors of
the Corporation.

(d) "Career Average Annual Salary" shall mean
the average monthly base salary received by the Executive for
all complete months worked for the Corporation as a full-time
employee on and after November 1, 1993, multiplied by twelve.

(e) "Early Retirement Eligibility Date" shall
mean the first day of the month following the first month in
which the Executive has both attained the age of 55 and
completed ten Years of Service.

(f) "Normal Death Benefit" shall mean one half
of the aggregate amount of the Normal Retirement Benefit
payments to which the Executive would

{PAGE}

have been entitled as of his Normal Retirement Date, based on
his Career Average Annual Salary as of his date of death.

(g) "Normal Retirement Benefit" shall mean a
benefit amount equal to 30% of the Executive's Career Average
Annual Salary, payable annually for 10 years, commencing at
the Executive's retirement on or after his Normal Retirement
Date.

(h) "Normal Retirement Date" shall mean the
first day of the month following the month in which the
Executive attains the age of 65.

(i) "Present Value" shall mean the present value
of the right to receive the future payment(s) discounted at
the Applicable Interest Rate.

(j) "Service Percentage" shall mean the number
of the Executive's Years of Service divided by the number of
Years of Service the Executive would have if he continued to
work until his Normal Retirement Date. For purposes of
calculating the Executive's Service Percentage, Years of
Service shall be calculated to the nearest 1/12 of a year.

(k) "Year of Service" shall mean twelve
consecutive months of the Executive's full-time employment
with the Corporation on or after November 1, 1993. The
Executive will only be credited with a month of full-time
employment if the Executive works full-time for the entire
month. In computing the Executive's Years of Service, each
credited month shall equal 1/12 of a Year of Service.

2. Normal Retirement Benefit

Subject to the conditions and limitations imposed by this
Agreement, if the Executive is still employed by the Corporation when he reaches
the Normal Retirement Date, the Corporation shall pay the Executive his Normal
Retirement Benefit commencing within 90 days following his retirement.

EXAMPLE: At the time of his retirement after reaching age 65,
the Executive has a Career Average Annual Salary of $100,000,
and the agreed upon percentage listed under Paragraph 1(g) is
30%. The Executive would receive $30,000 annually for 10
years.

3. Early Retirement Benefit

Subject to the conditions and limitations imposed by this
Agreement, an Executive may retire from the Corporation as of any date which is
on or after his Early Retirement Eligibility Date and before his Normal
Retirement Date. If the Executive retires under this Paragraph 3, the Executive
may elect, by filing a written notice with the Corporation

2
{PAGE}

at least one year in advance of his early retirement date, to receive his
Accrued Benefit in either of the following forms:

(a) as a deferred benefit commencing as of his
Normal Retirement Date; or

(b) as a reduced benefit commencing as of the
first day of any month before his Normal Retirement Date and
after his early retirement date, in which event the Accrued
Benefit shall be discounted in accordance with the Applicable
Interest Rate in effect for the month before such payments

354257

LandAmerica

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2003

Shareholder Rights Plan Agreement

Kingsway

Kingsway Financial Services Inc. (

Property & Casualty Insurance )

As referenced in this Shareholder Rights Plan Agreement:

KINGSWAY FINANCIAL SERVICES INC – EX-4.2 4 dex42.txt SHAREHOLDER RIGHTS PLAN AGREEMENT Exhibit 4.2 KINGSWAY FINANCIAL SERVICES INC . - and - MONTREAL TRUST COMPANY OF CANADA SHAREHOLDER RIGHTS PLAN AGREEMENT Fogler, Rubinoff Barristers & Solicitors Suite 4400, Royal Trust Tower Toronto-Dominion Centre Toronto, Ontario M5K 1G8 INDEX
_____________

KINGSWAY FINANCIAL SERVICES INC – 6.20. Successors.........................................................................37 6.21. Time of the Essence................................................................37 SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT made as of the 15th day of March, 1999. BETWEEN: KINGSWAY FINANCIAL SERVICES INC ., a corporation existing under the laws of Ontario, (hereinafter called the "Corporation") OF THE FIRST PART - and - MONTREAL TRUST COMPANY OF CANADA, a trust company incorporated under the laws
_____________

Kingsway Financial Services Inc – and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, dated as of the 15th day of March, 1999 (the "Rights Agreement"), between Kingsway Financial Services Inc . (the "Corporation") and Montreal Trust Company of Canada, as rights agent, the terms of which are hereby incorporated herein by reference and a copy of which may be inspected
_____________

Kingsway Financial Services Inc – mail, postage prepaid, to the Corporation following the giving of the notice or demand by fax) addressed (until another address is filed in writing with the Rights Agent) as follows: Kingsway Financial Services Inc . 5310 Explorer Drive Suite 200 Mississauga, Ontario L4W 5H8 Attention: President and Chief Executive Officer Fax: (905) 629-5008 Any notice or demand authorized or required by this Agreement
_____________

KINGSWAY FINANCIAL SERVICES INC – Time shall be of the essence in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. KINGSWAY FINANCIAL SERVICES INC . Per: /s/ William Star ----------------------------------- Per: /s/ W. Shaun Jackson ----------------------------------- MONTREAL TRUST COMPANY OF CANADA Per: /s/ Dan Dishy ----------------------------------- Per: /s/ Jamie Bajzik ----------------------------------- 37 EXTRACT OF MINUTES OF THE
_____________

dt 1864801

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