BP (54233) POINT FINANCIAL 10-K/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S5uwBi0xPqh6nj5eKDCKnr9EIEk5Qj241sU2AgFbDqJZK06EsE2HPWTb8nw1KFBj qZ2vQHE47Ryk/SRyW0k+jQ== 0001116502-05-000907.txt : 20050429 0001116502-05-000907.hdr.sgml : 20050429 20050429171506 ACCESSION NUMBER: 0001116502-05-000907 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050429 DATE AS OF CHANGE: 20050429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POINTE FINANCIAL CORP CENTRAL INDEX KEY: 0000917331 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 650451402 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24433 FILM NUMBER: 05787246 BUSINESS ADDRESS: STREET 1: 21845 POWERLINE RD CITY: BOCA RATON STATE: FL ZIP: 33433 BUSINESS PHONE: 4073686300 MAIL ADDRESS: STREET 1: 21845 POWERLINE RD CITY: BOCA RATON STATE: FL ZIP: 33433 10-K/A 1 pointe10k.htm AMENDMENT #1 TO 10-K BP (54233) POINT FINANCIAL 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-K/A

AMENDMENT NO. 1

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2004

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 0-24433

POINTE FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

Florida

65-0451402

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

21845 Powerline Road, Boca Raton, Florida 33433

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (561) 368-6300

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ¨ No ý

The aggregate market value of the Common Stock held by non-affiliates of the Registrant, based upon the average bid and asked prices as quoted on the NASDAQ Stock Market on June 30, 2004, the last business day of the most recently completed second fiscal quarter, was $47,516,229*.

The Registrant had 2,295,324 shares of Common Stock outstanding on March 31, 2005.

Based on reported beneficial ownership of all directors and executive officers of the Registrant; this determination does not, however, constitute an admission of affiliated status for any of those individual stockholders.

EXPLANATORY NOTE

Pointe Financial Corporation (“Pointe”) is filing this Form 10-K/A to amend Part III, Items 10, 11, 12 and 13 of the Annual Report filed on Form 10-K for the fiscal year ended December 31, 2004, which was previously filed with the Securities and Exchange Commission on March 30, 2005 (the “Form 10-K”), to include information that was to be incorporated by reference from its definitive proxy statement in connection with its annual meeting pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. In addition, the cover page and the list of exhibits of the Form 10-K have been updated and amended.

As a result of this amendment, Pointe is also filing as exhibits to this Form 10-K/A the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Form 10-K/A, Pointe is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except for the amendments described above, this Form 10-K/A does not modify or update the disclosures in, or exhibits to, the Form 10-K.

INDEX

PART III		4

Item 10.	Directors and Executive Officers of the Company	4

Item 11.	Executive Compensation	6

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related
	Stockholder Matters	10

Item 13.	Certain Relationships And Related Transactions	12

PART IV		13

Item 15.	Exhibits and Financial Statement Schedules	13

SIGNATURES		16

EXHIBIT INDEX		17

PART III

Item 10.

Directors and Executive Officers of the Company.

The Bylaws of the Company provide that the Board of Directors shall consist of not less than five nor more than twelve members, such number within the foregoing parameters to be set by the Board of Directors. The Bylaws further provide that the Board of Directors shall be divided into three classes of directors of as nearly equal numbers as possible, designated Class I, Class II and Class III, respectively, serving staggered three-year terms, with the term of a class expiring at each annual meeting of shareholders.

The following table sets forth information concerning each director of the Company, including the term to which they have been elected. The Company does not expect to have a 2005 annual meeting to elect directors because of its pending merger with The South Financial Group, Inc.

Name	Position	Age	Term Will Expire
James L. Horan	Director	60	2007
Clarita Kassin	Director	50	2007
Morris Massry	Director	75	2005
Timothy M. McGinn	Director, Vice Chairman of the Company	56	2006
D. Richard Mead, Jr.	Director	74	2005
R. Carl Palmer, Jr.	Director, Chairman of the Company	64	2006

James L. Horan. Mr. Horan was elected director at the 2003 annual meeting and re-elected at the 2004 annual meeting. Mr. Horan retired from KPMG LLPs Miami office, where he was the managing partner of the South Florida Business Unit from 1994 to 2002, the partner in charge of the tax practice from 1998 to 2002, the partner in charge of international tax practice from 1992 to 1996, and an international tax partner from 1979 to 1996. He joined KPMG’s Miami office in 1977 and was elected to the partnership in 1979. Prior to joining KPMG, he was director of taxation at WFC Corporation from 1975 to 1977, a member of the tax department of Arthur Andersen & Co. from 1970 to 1975, and served in the Peace Corps in Venezuela from 1967 to 1969. He earned his B.S. degree in accounting at Fordham University in 1967 and is a State of Florida Certified Public Accountant. Mr. Horan resides in Miami-Dade County.

Clarita Kassin. Ms. Kassin was elected a director of the Company at a regular meeting of the Company’s board held on November 13, 2000, following the death of her husband Roberto Kassin, and was subsequently elected a Class I director at the April 2001 annual meeting of shareholders and re-elected at the 2004 annual meeting. Ms. Kassin is a director and president of Foreign Financial Investment, Inc. She is also president and general partner in the Kassin Family Partnership, Ltd. From 1986 to 2000, she was one-third owner and corporate secretary of D’Oro Designs, fine jewelers, of Bay Harbor Islands. Ms. Kassin has been a resident of Miami-Dade County since 1978.

Morris Massry. Mr. Massry has been a director of the Company since 1994. He became a director of Flamingo Bank in 1988 and chairman of the board in 1989. Mr. Massry served as chairman of Pointe Bank until April 2002. Mr. Massry has been a partner in the real estate investment firm of Tri City Rentals in Albany, New York, since 1964. In 2000, the business name changed to Massry Realty Partners. Mr. Massry serves as a vice president and director of the State University Foundation, a director and former chairman of the Center for the Disabled, a director and former chairman of the United Way, and a trustee of Excelsior College, all in Albany, New York. Mr. Massry resides part of the year in Albany, New York, and part of the year in Miami-Dade County.

Timothy M. McGinn. Mr. McGinn became a director of the Company in 1994 and vice chairman in 1997. He became chairman of Pointe Bank in April 2002. Mr. McGinn is chairman and chief executive officer of Integrated Alarm Services Group, Inc. He has been the non-executive chairman of McGinn, Smith & Co., Inc. since

January 2003 and served as its chairman and as an executive officer from 1980 to 2002. Mr. McGinn has also served as the vice chairman of the New York Racing Association since 1998 and as a trustee since 1995. Mr. McGinn is a former director of St. Mary’s Hospital in Troy, New York. Mr. McGinn resides part of the year in Albany, New York, and the remainder of the year in Palm Beach County.

D. Richard Mead, Jr. Mr. Mead has been a director of the Company since 1998. Mr. Mead retired from Southeast Bank and Southeast Mortgage Company in June 1991. From 1979 to 1991 Mr. Mead was a senior vice president of Southeast Bank, in charge of the commercial real estate department. In addition, during the period 1976 to 1991, Mr. Mead was president and chief executive officer of Southeast Mortgage Company. Prior to 1976, he was an officer of D. R. Mead & Co., a family-owned commercial mortgage banking firm sold to Southeast Banking Corporation in 1970 and renamed Southeast Mortgage Company. Mr. Mead received his undergraduate degree from Duke University in 1952 and a graduate degree from Harvard Business School in 1954. From 1974 to 2000 he served as a director of Consolidated Paper Company and for several years during his tenure he served as chairman of its audit committee. Mr. Mead resides in the city of Coral G ables in Miami-Dade County.

R. Carl Palmer, Jr. Mr. Palmer joined the Company and Pointe Bank in 1995 as chief executive officer, president and director. He was elected to serve as chairman of the Company in November 2000. He began his banking career at Chemical Bank in New York in 1964. In 1979, he moved to South Florida as an executive vice president for Southeast Banking Corporation. From 1988 to 1991, he was president, chief operating officer and director of BancFlorida in Naples, Florida. In 1991, he became a Senior Associate with Martin W. Taplin & Associates, Inc., a real estate investment firm. Mr. Palmer received a B.A. from Dartmouth College in 1962, an M.B.A. from Amos Tuck School in 1963 and a J.D. from New York Law School in 1969. Mr. Palmer has served as a director of Integrated Alarm Services Group, Inc. since January 2003. Mr. Palmer resides in Palm Beach County.

The Board has surveyed each of its directors and determined that other than Mr. Palmer, each director is independent within the meaning of Rule 4200 of the listing standards of the National Association of Securities Dealers, Inc. (the “NASD”).

Audit Committees

Pursuant to the Company’s bylaws, the Board has established an Audit Committee as one of the four standing committees of the Board. During 2004, the Company’s Audit Committee was composed of Ms. Kassin and Messrs. Horan, Mead and McGinn. The Audit Committee Chairman is Mr. Horan. All members of the Audit Committee are “independent” as that term is defined in Rule 4200 of the NASD listing standards. Mr. Horan has been designated by the Board of Directors as the Audit Committee’s “financial expert” as defined in Item 401(h) of Regulation S-K. The Audit Committee performs activities, and reviews and makes recommendations, relating to the accounting controls, audit and financial statements of the Company. These include meeting with the Company’s independent accountants at least annually to review the scope and results of the annual audit and quarterly to discuss the review of the quarterly f inancial results, selecting the independent accountants to be retained by the Company, approving the services to be performed by the independent accountants prior to their engagement, meeting with appropriate financial personnel and internal auditors, and receiving and considering the accountants’ comments as to internal controls, accounting staff, management performance and procedures performed and results obtained in connection with the audit. The Committee operates pursuant to a written charter adopted by the Board of Directors, which was provided as Appendix A to the Company’s Proxy Statement for the annual meeting of its shareholders as filed with the Securities and Exchange Commission (the “Commission”) on March 17, 2004.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s executive officers, directors and persons who own more than 10% of a registered class of the Company’s equity securities to file initial reports of ownership and reports of changes in ownership of the Company’s equity securities with the Commission and the NASD. The executive officers, directors and 10% stockholders are required by regulation to furnish the Company with copies of all such Section 16(a) filings made. Based on a review of filings made with the Commission, the Company believes that, during the fiscal year ended December 31, 2004, its officers, directors and holders of more than 10% of the Company’s common stock complied with all applicable Section 16(a) filing requirements.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics which applies to all of its directors and employees (the “Company Ethics Code”). A copy of the Company Ethics Code has been filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 30, 2005. The Company Ethics Code is posted on the Company’s internet website at www.pointebank.com under the information for “About Pointe.”

Item 11.

Executive Compensation.

Summary of Compensation

The following table shows all compensation paid to the Company’s chief executive officer and the Company’s other four most highly compensated officers during 2004 for all services rendered to the Company and its subsidiaries for each of the last three fiscal years.

SUMMARY COMPENSATION TABLE

	Annual Compensation				Long Term Compensation
Name and Principal Position	Year		Salary	Bonus	Awards Securities Underlying Options (1)	LTIP Payouts ($) (2)		All Other Compensation (3)

R. Carl Palmer, Jr.	2004	$	270,000	122,370	—	486,000	(4)	43,753	(5)
Chief Executive Officer	2003		270,000	46,212	15,429	90,000		44,287	(5)
and President	2002		270,000	—	24,447	45,500		41,753	(5)

Jean Murphy-Engler	2004	$	166,000	65,456	3,750	192,000	(4)	20,529
Chief Operating Officer	2003		160,000	17,528	7,619	18,750		16,871
Executive Vice President	2002		110,501	—	9,000	—		8,570

Bradley R. Meredith	2004	$	132,000	40,765	1,250	150,000	(4)	15,522
Chief Financial Officer	2003		128,000	17,191	4,876	28,750		16,493
Senior Vice President	2002		125,000	5,784	6,288	14,000		14,179

John P. Dover	2004	$	120,000	50,761	1,250	129,000	(4)	16,822	(6)
Commercial Lending	2003		115,000	17,368	4,381	11,250		9,097	(6)
Senior Vice President	2002		109,589	15,457	5,533	5,000		9,510	(6)

John W. Lowery, Jr.	2004	$	112,000	45,809	1,250	123,000	(4)	13,554
Senior Credit Officer	2003		108,000	15,454	4,114	—		14,604
Senior Vice President	2002		104,585	12,339	5,282	—		13,360

_______________

(1)

All information relates to option grants; no grants of stock appreciation rights have been made by the Company.

(2)

Reflects the amounts paid to the named executive officer pursuant to a long-term incentive plan.

(3)

All Other Compensation consists of the Company’s contributions to the Company’s 401(k) plan for the benefit of the named executive officers and the Company’s portion of insurance premiums.

(4)

The Company typically pays out amounts earned under its long-term incentive plans in the fiscal quarter which follows the fiscal year when the payments come due. However, in anticipation of the merger with The South Financial Group, Inc., the Company made the long-term incentive payments due to each named executive officer for 2004 at the end of the 2004 fiscal year. Therefore, the amounts reflected in the LTIP Payout column include the payout for both the 2003 and 2004 fiscal years.

(5)

Includes Key Man Life Insurance premium of $15,300 and annual club membership fees.

(6)

Includes a portion of annual club membership fees.

Stock Option Grants

The following table sets forth certain information concerning the grant of stock options to the named executive officers during the fiscal year ended December 31, 2004.

OPTION GRANTS IN LAST FISCAL YEAR (1)

Name	No. of Securities Underlying Options Granted (#) (1) (2)	% of Total Options Granted to Employees In Fiscal Year			Exercise Price ($/Share) (3)	Expiration Date		Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
Name	No. of Securities Underlying Options Granted (#) (1) (2)	% of Total Options Granted to Employees In Fiscal Year			Exercise Price ($/Share) (3)	Expiration Date		5% ($)		10% ($)
R. Carl Palmer, Jr.	—	—			—	—		—		—

Jean Murphy-Engler	3,750	26.8	%	$	28.00	06/04/14	$	10,763	$	34,755

Bradley R. Meredith	1,250	8.9	%		28.00	06/04/14		3,588		11,585

John P. Dover	1,250	8.9	%		28.00	06/04/14		3,588		11,585

John W. Lowery, Jr.	1,250	8.9	%		28.00	06/04/14		3,588		11,585

_______________

(1)

The Company has not granted any stock appreciation rights.

(2)

All options reflected in the table above were granted under the Company’s 1998 Incentive Compensation and Stock Award Plan. The options were granted with an exercise price equal to the fair market value of the Company’s common stock on June 4, 2004. The options will become exercisable based on the following vesting schedule: one-half vests after one year; one-quarter vests after two years; and the remaining one-quarter vests after three years.

(3)

The exercise price is based on the closing price of the Company’s common stock as reported on the Nasdaq National Market on the date of the grant.

Stock Option Exercises and Fiscal Year-End Values

The following table provides information about stock options exercised by the named executive officers during the fiscal year ended December 31, 2004, including the value realized upon exercise. In addition, this table describes the number of unexercised options and the value of unexercised in-the money options at the end of the 2004 fiscal year.

Aggregate Option Exercises in Last Fiscal Year and
Fiscal-Year-End Option Values (1)

Name	Shares Acquired On Exercise (#)	Value Realized ($)		Number of Securities Underlying Unexercised Options at Fiscal Year-End		Value of Unexercised in-the-Money Options at Fiscal Year-End (2)
Name	Shares Acquired On Exercise (#)	Value Realized ($)		Exercisable	Unexercisable		Exercisable		Unexercisable
R. Carl Palmer, Jr.	—		—	82,171	18,405	$	2,478,423	$	497,722
Jean Murphy-Engler	1,000	$	25,000	9,749	9,620		232,035		225,599
Bradley R. Meredith	2,750		86,625	23,500	5,967		697,578		151,603
John P. Dover	750		23,063	19,162	5,386		566,049		135,909
John W. Lowery, Jr.	5,897		103,622	10,516	3,047		303,672		71,934

_______________

(1)

The Company has not granted any stock appreciation rights.

(2)

The value of unexercised in-the-money options was calculated based on the difference between the market value per share at December 31, 2004 ($40.79) and the exercise price of the options.

Long-term Incentive Compensation

The following table sets forth awards made to the Company’s executive officers in 2004 under the Company’s long-term incentive plan. The plan provides the Company’s executive officers with the opportunity to receive cash incentive payments based upon the Company’s financial performance against a peer group of comparable publicly-traded community banks. Awards under the long-term incentive plan are earned over rolling three year performance periods, with the first period ending on December 31, 2006. A threshold, target and maximum incentive award has been established for each executive officer, equal to a percentage of such executive officer’s base salary at the beginning of the performance period. A similar award was made to the executive officers in 2003 for the three year performance period ending December 31, 2005.

Awards will be paid only to the extent that the threshold measures described in the plan are achieved. If minimum performance for the measures is below the threshold level, then no payout will occur. Awards are payable only if the executive remains employed by the Company at the end of the performance period, except the executive will be entitled to receive a prorated incentive payout prior to the end of a performance period in the event of such executive’s death, disability or retirement or a change of control of the Company.

LONG-TERM INCENTIVE PLANS – AWARDS IN LAST FISCAL YEAR (1)

Name	2004 Annual Salary		Performance Period (1)	Threshold Amount		Target Amount		Maximum Amount

R. Carl Palmer, Jr.	$	270,000	3 years	$	32,400	$	64,800	$	194,400

Jean Murphy-Engler		166,000	3 years		16,600		33,200		99,600

Bradley R. Meredith		132,000	3 years		10,550		21,100		63,300

John P. Dover		120,000	3 years		9,600		19,200		57,600

John W. Lowery, Jr.		112,000	3 years		8,950		17,900		53,700

_______________

(1) For the period commencing on January 1, 2004.

Compensatory Contracts and Arrangements

As of August 16, 1999, the Company entered into employment agreements with R. Carl Palmer, Jr., and Bradley R. Meredith. Each employment agreement provides for certain benefits, including severance pay and the continuation of insurance coverage, for a period of two years upon any of the following occurring after a change in control of the Company: (i) the employee’s voluntary termination for good reason; or (ii) termination of employment by the Company other than for cause or disability. The Employment Agreements provide that “good reason” exists if: (i) the employee is assigned duties and responsibilities inconsistent with his position or status; (ii) the Company has reduced the employee’s salary or failed to increase the same consistent with performance reviews; (iii) the Company requires the employee to relocate against the employee’s wishes or fails to reimburse the employee for a voluntary relocation; or (iv) the Company has failed to continue in effect any benefit plan in which the employee participated before the change in control or takes action adversely affecting such employee’s participation in any such plans. The employment agreements provide that “cause” exists when the employee: (i) commits an act constituting a felony or involving fraud or serious moral turpitude; (ii) willfully refuses, other than for incapacity, to substantially perform such employee’s duties where such refusal causes demonstrable material injury to the Company; or (iii) willfully engages in gross misconduct materially injurious to the Company.

As of June 24, 2002, the Company entered into Employment Agreements with Jean Murphy-Engler and John P. Dover. The Employment Agreements for Ms. Murphy-Engler and Mr. Dover contain similar terms to the Employment Agreements for Messrs. Palmer and Meredith described above.

As of July 23, 2004, the Company entered into employment protection agreements with each of the Company’s executive officers which provide for a severance payment, continued welfare benefits and career counseling in the event that such executive officer is terminated under certain circumstances within two years of a change of control of the Company. As of October 27, 2004, the Company amended the employee protection agreements for Messrs. Palmer, Dover and Lowery and Ms. Murphy-Engler to provide that such severance payment shall become payable upon the closing of the merger with The South Financial Group, even if the employment of such executive is not terminated.

Compensation Committee Interlocks and Inside Participation

During the 2004 fiscal year, the Compensation Committee of the Company consisted of Ms. Kassin and Messrs. Horan, Mead, and Massry. Mr. McGinn also served as a member of the Compensation Committee until February 1, 2004, when he resigned as a member of the Compensation Committee. Mr. McGinn is chairman of the board and chief executive officer of Integrated Alarm Services Group, Inc. (“IASG”). Mr. Palmer, the Company’s president and chief executive officer, is a member of the board of directors of IASG.

Compensation of Directors

The fiscal year for compensation of the Board of Directors of the Company and the Bank begins on April 1 and ends March 31. Directors who are also employees of the Company and the Bank do not receive compensation for service on the respective Boards. For the 12-month period ending March 31, 2005, directors who are not employees of the Company or the Bank received annual cash retainers of $42,000 for serving on the Board of Directors of the Company and the Bank. In addition to the Board retainer, Mr. Horan received a $10,250 cash retainer for his service as the chairman of the Audit Committee.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2004 with respect to the shares of the Company’s common stock that may be issued under the Company’s existing equity compensation plans.

	A	B	C
Plan (1)	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)
1998 Incentive Compensation and Stock Award Plan	291,235	$13.17	4,130

_______________

(1)

The 1998 Incentive Compensation and Stock Award Plan was approved by the Company’s stockholders. The Company does not have any non-stockholder approved equity compensation plans.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Company’s common stock as of March 31, 2005, by (i) each director of the Company; (ii) each executive officer of the Company; (iii) all directors and executive officers as a group; and (iv) each person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock. At March 31, 2005, there were 2,295,324 shares of our common stock issued and outstanding.

	Shares Beneficially Owned (1)
Name and Address of Beneficial Owner	Number	Percent
*Directors and Executive Officers*
Clarita Kassin (2) 21471 Highland Lakes Boulevard North Miami, FL 33179	246,275	10.67%
Morris Massry (3) 255 Washington Avenue Extension Albany, NY 12205	59,261	2.58%
R. Carl Palmer, Jr. (4) 21845 Powerline Road Boca Raton, FL 33433	130,576	5.45%
Timothy McGinn (5) 15 Marion Avenue Albany, NY 12203	51,801	2.25%
Bradley R. Meredith (6) 22715 Camino Del Mar, #51 Boca Raton, FL 33433	39,826	1.71%
D. Richard Mead, Jr. (7) 4990 S.W. 72 Avenue Unit 105 Miami, FL 33155	36,690	1.59%
John P. Dover (8) 2632 N.W. 29^th Avenue Boca Raton, FL 33434-6032	27,048	1.17%
John W. Lowery, Jr. (9) 11725 S.W. 134 Court Miami, FL 33186	21,460	*
Jean Murphy-Engler (10) 21845 Powerline Road Boca Raton, FL 33433	20,369	*
James L. Horan (11) 8260 S.W. 161^st Street Miami, FL 33157	5,000	*
All directors and executive officers, as a group (12)	638,307	25.33%
*Other 5% owners:*
Millennium (13) c/o Millennium Management, L.L.C. 666 Fifth Avenue New York, New York 10103	212,444	9.26%

Barbara Wortley (14) 456 Alexander Palm Road Boca Raton, FL 33432	164,810	7.18%

_______________

Represents less than 1% of the outstanding shares of the Company’s common stock.

(1)

Based upon information provided by the respective beneficial owners as of February 28, 2005 and filings with the Securities and Exchange Commission made pursuant to the Securities Exchange Act of 1934, as amended. In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of Common Stock if such person has or shares voting power and/or investment power with respect to the security, or has the right to acquire beneficial ownership at any time within 60 days from March 31, 2005. As used herein, “voting power” includes the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares.

(2)

Reflects 21,244 shares held personally by Ms. Kassin; 213,031 shares held by the Kassin Family Partnership Ltd., of which Ms. Kassin controls 100%; 9,000 shares that may be acquired by Ms. Kassin upon the exercise of stock options; and 3,000 shares that may be acquired by the Kassin Family Partnership Ltd. upon the exercise of stock options.

(3)

Reflects 59,261 shares held individually by Mr. Massry.

(4)

Reflects 30,000 shares held individually by Mr. Palmer; and 100,576 shares that may be acquired by Mr. Palmer upon the exercise of his options.

(5)

Reflects 8,583 shares held individually by Mr. McGinn; 2,615 shares held jointly by Timothy McGinn and his wife; 24,489 shares held by McGinn, Smith and Co., Inc.; 1,238 shares held by McGinn Smith Capital Holdings; 5,877 shares held by McGinn Smith Incentive Savings Plan and 9,000 shares that may be acquired by Mr. McGinn upon the exercise of his options. Does not include 2,540 shares owned or controlled by Mr. McGinn’s family members.

(6)

Reflects 10,359.3 shares held individually by Mr. Meredith; and 29,467 shares that may be acquired by Mr. Meredith upon the exercise of his options.

(7)

Reflects 24,690 shares held individually by Mr. Mead; and 12,000 shares that may be acquired by Mr. Mead upon the exercise of his options.

(8)

Reflects 3,250 shares held individually by Mr. Dover, and 24,548 shares that may be acquired by Mr. Dover upon the exercise of his options.

(9)

Reflects 8,897 shares held individually by Mr. Lowery; and 12,563 shares that may be acquired by Mr. Lowery upon the exercise of his options.

(10)

Reflects 1,000 shares held individually by Ms. Murphy-Engler; and 19,369 shares that may be acquired by Ms. Murphy-Engler upon the exercise of her options.

(11)

Consists of 5,000 shares that may be acquired by Mr. Horan upon the exercise of his options.

(12)

Includes 224,523 shares of common stock issuable upon the exercise of outstanding stock options exercisable within 60 days of March 31, 2005.

(13)

Based on a Schedule 13G filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2005, Millenco, L.P., Millennium Management, L.L.C. and Israel A. Englander (referred to collectively as “Millennium”) each reported shared voting and investment power with respect to 212,444 shares (the “Millennium Shares”). Millennium Management, L.L.C. is the general partner of Millenco, L.P. and Israel A. Englander is the managing member of Millennium Management, L.L.C. As a result, Millennium reports that each may be deemed to share voting and investment power with Millenco, L.P. over the Millennium Shares.

(14)

On a Schedule 13D/A filed with the Commission on October 20, 2004, Ms. Barbara Wortley reported that she possessed sole voting and investment power with respect to 218,935 shares. However, in correspondence to the Company dated March 22, 2005, Ms. Wortley indicated that as a result of a recent sale of shares, she possessed sole voting and investment power with respect to 164,810 shares.

Change of Control

The shareholders of the Company have approved its merger with and into The South Financial Group, Inc. This merger is expected to occur in May 2005.

Item 13.

Certain Relationships and Related Transactions.

Certain directors and executive officers of the Company and the Bank, as well as certain members of their families and certain business entities with which they or their families are affiliated, are borrowers from the Bank. All such loans were made in the ordinary course of business, did not involve more than the normal risk of collection or present other unfavorable features, and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with unaffiliated persons. All loans to directors and executive officers must be approved by the Board of Directors of the Bank.

During 2000, the Company entered into an Operating Agreement with First Integrated Capital Corporation (“FICC”) and formed an investment banking joint venture, Pointe Capital, LLC (“Pointe Capital”), owned equally by the Company and FICC. Pointe Capital is a Delaware limited liability company authorized to conduct business in the State of Florida. A distinct part of FICC’s business is to conduct community based investment banking activities through joint ventures. During 2000, the Company made an investment in Pointe Capital of $500,000. Concurrent with the investment in Pointe Capital the Company purchased 40,000 shares of FICC’s Series A Preferred Shares for a price of $200,000. Mr. McGinn is Chairman of the Board of FICC. During 2003, Pointe Capital discontinued operating activities. On April 22, 2004, the shares that the company purchased in FICC were c onverted into common stock and options in Integrated Alarm Services Group, Inc. (“IASG”). Mr. McGinn is chairman of the board and chief executive officer of IASG and R. Carl Palmer, Jr. is a member of IASG’s board of directors.

In December 2001, Pointe Bank made a term loan to Liberty Polyglas, Inc. in the aggregate principal amount of $1,250,000. The principal amount of this loan was increased to $1,500,000 in October 2003. The interest rate on the loan is the prime rate reported by the Wall Street Journal plus 1%. Barbara Wortley is the president and sole stockholder of Liberty Polyglas, Inc. and she and her husband Joseph G. Wortley each have provided personal guarantees for the loan. As of February 28, 2005, the outstanding amount of principal and interest due on the loan was approximately $1,375,000.

PART IV

Item 15.

Exhibits and Financial Statement Schedules.

(a)

The Following Documents are Filed as Part of this Report:

	(1)	Financial Statements.
		Previously filed as part of the Company’s Form 10-K on March 30, 2005.
	(2)	Financial Statement Schedules.
		Schedules are omitted because the conditions requiring their filing are not applicable or because the required information is provided in the Consolidated Financial Statements, including the Notes thereto.
	(3)	Exhibits.*
	2.1	Plan of Merger and Merger Agreement dated February 14, 1997 by and between Pointe Federal Savings Bank and Pointe Bank (Exhibit 2.1 to the Registrant’s Form SB-2 Registration Statement, File No. 333-49835, as initially filed with the Securities and Exchange Commission (the “SEC”) on April 9, 1998, the “Registration Statement”).
	2.2	Agreement and Plan of Merger dated as of October 27, 2004 between The South Financial Group, Inc. and Pointe Financial Corporation (Exhibit 2.1 to the Form 8-K filed with the SEC on October 29, 2004).
	3.1	Articles of Incorporation of the Registrant (Exhibit 3.1 to the Registration Statement).
	3.2	By-Laws of the Registrant (Exhibit 3.2 to the Registration Statement).
	4.1	Specimen Common Stock Certificate (Exhibit 4.1 to the Registration Statement).
	10.1**	1994 Non-Statutory Stock Option Plan (Exhibit 10.1 to the Registration Statement).
	10.2**	Deferred Compensation Plan (Exhibit 10.2 to the Registration Statement).
	10.3	Office Lease Agreement dated October 8, 1986 by and between Centrum Pembroke, Inc. and Flamingo Bank (Exhibit 10.3 to the Registration Statement).
	10.4	Lease dated as of July 15, 1992 between Konrad Ulmer and Pointe Savings Bank (Exhibit 10.4 to the Registration Statement).
	10.6	Credit Agreement dated August 18, 1997 between Independent Bankers’ Bank of Florida and Pointe Bank (Exhibit 10.6 to the Registration Statement).
	10.7	Credit Agreement dated October 14, 1997 between SunTrust Bank/Miami, N.A. and Pointe Bank (Exhibit 10.7 to the Registration Statement).
	10.8	Agreement for Advances and Security Agreement with Blanket Floating Lien dated November 24, 1997 between Pointe Bank and the Federal Home Loan Bank of Atlanta (Exhibit 10.8 to the Registration Statement).
	10.9	Equipment Sales and Software License Agreements between Information Technology, Inc. and Pointe Financial Corporation (Exhibit 10.9 to the Registration Statement).
	10.10	Master Equipment Lease Agreement dated May 7, 1997 between Leasetec Corporation and Pointe Financial Corporation (Exhibit 10.10 to the Registration Statement).
	10.11***	Letter Agreement dated March 9, 1995 between Pointe Financial Corporation and R. Carl Palmer, Jr. (Exhibit 10.11 to the Registration Statement).

10.12**	1998 Incentive Compensation and Stock Award Plan (Exhibit 10.12 to the Registration Statement).
10.13***	Employment agreement between the company and R. Carl Palmer, Jr. dated August 16, 1999 (Exhibit 10.13 to the 1999 Form 10-K filed with the SEC on February 23, 2000).
10.15***	Employment agreement between the company and Bradley R. Meredith dated August 16, 1999 (Exhibit 10.15 to the 1999 Form 10-K filed with the SEC on February 23, 2000).
10.16	Branch Purchase and Deposit Assumption Agreement by and between Pointe Bank and Republic Bank dated January 4, 2001, Amendment included (Exhibit 10.16 to the Form 10-QSB filed with the SEC on May 8, 2001).
10.17***	Employment agreement between the Company and Jean Murphy-Engler dated June 24, 2002 (Exhibit 10.17 to the Form 10-QSB filed with the SEC on August 9, 2002).
10.18***	Employment agreement between the Company and John P. Dover dated June 24, 2002 (Exhibit 10.18 to the Form 10-QSB filed with the SEC on August 9, 2002).
10.19	Amended and restated lease agreement dated May 13, 2002, by and between 21845 Powerline Road, Ltd. and Pointe Bank (Exhibit 10.19 to the Form 10-QSB filed with the SEC on November 13, 2002).
10.20	Standard Retail Lease Agreement dated June 25, 2002 between Marquesa, Inc. and Pointe Bank. (Exhibit 10.20 to the 2002 Form 10-K filed with the SEC on March 18, 2003).
10.21***	Employment Protection Agreement by and among John P. Dover, Pointe Bank and Pointe Financial Corporation, dated as of July 23, 2004 (Exhibit 10.1 to the Form 10-Q filed with the SEC on August 16, 2004).
10.22***	Employment Protection Agreement by and among John W. Lowery, Jr., Pointe Bank and Pointe Financial Corporation, dated as of July 23, 2004 (Exhibit 10.2 to the Form 10-Q filed with the SEC on August 16, 2004).
10.23***	Employment Protection Agreement by and among Bradley R. Meredith, Pointe Bank and Pointe Financial Corporation, dated as of July 23, 2004 (Exhibit 10.3 to the Form 10-Q filed with the SEC on August 16, 2004).
10.24***	Employment Protection Agreement by and among Jean Murphy-Engler, Pointe Bank and Pointe Financial Corporation, dated as of July 23, 2004 (Exhibit 10.4 to the Form 10-Q filed with the SEC on August 16, 2004).
10.25***	Employment Protection Agreement by and among R. Carl Palmer, Jr., Pointe Bank and Pointe Financial Corporation, dated as of July 23, 2004 (Exhibit 10.5 to the Form 10-Q filed with the SEC on August 16, 2004).
10.26***	Employment Protection Agreement by and among Charles D. Umberger, Pointe Bank and Pointe Financial Corporation, dated as of July 23, 2004 (Exhibit 10.6 to the Form 10-Q filed with the SEC on August 16, 2004).
10.27	Lease Agreement between 4035, Inc. and Pointe Bank, dated April 6, 2004 (Exhibit 10.7 to the Form 10-Q filed with the SEC on August 16, 2004).
10.28	Commercial Lease Agreement by and between 3700 Grand Avenue LLC and Pointe Bank, dated as of May 12, 2004 (Exhibit 10.8 to the Form 10-Q filed with the SEC on August 16, 2004).
10.29***	Letter Agreement dated October 27, 2004 between John P. Dover and The South Financial Group, Inc. (amending such executive’s Employment Protection Agreement).
10.30***	Letter Agreement dated October 27, 2004 between John W. Lowery, Jr. and The South Financial Group, Inc. (amending such executive’s Employment Protection Agreement).

10.31***	Letter Agreement dated October 27, 2004 between Jean Murphy-Engler and The South Financial Group, Inc. (amending such executive’s Employment Protection Agreement).
10.32***	Letter Agreement dated October 27, 2004 between R. Carl Palmer, Jr. and The South Financial Group, Inc. (amending such executive’s Employment Protection Agreement).
10.33**	Shareholder Value Plan.
10.34**	Long-Term Incentive Plan.
10.35**	Annual Incentive Plan.
14.1	Code of Business Conduct and Ethics (Exhibit 14.1 to the Form 10-K filed with the SEC on March 31, 2005).
21.1	Subsidiaries of the Registrant (Exhibit 21.1 to the Form 10-K filed with the SEC on March 31, 2005).
23.1	Consent of Hacker, Johnson & Smith P.A. (Exhibit 23.1 to the Form 10-K filed with the SEC on March 31, 2005).
31.1	CEO Certification required under Section 302 of Sarbanes-Oxley Act of 2002.
31.2	CFO Certification required under Section 302 of Sarbanes-Oxley Act of 2002.
32.1	CEO Certifications required under Section 906 of Sarbanes-Oxley Act of 2002 (Exhibit 32.1 to the Form 10-K filed with the SEC on March 31, 2005).
32.2	CFO Certifications required under Section 906 of Sarbanes-Oxley Act of 2002. (Exhibit 32.2 to the Form 10-K filed with the SEC on March 31, 2005).

———————

Exhibits followed by a parenthetical reference are incorporated herein by reference from the documents described therein.

Exhibits 10.1, 10.2, 10.12, 10.33, 10.34 and 10.35 are compensatory plans or arrangements.

***

Contracts with Management.

(b)

Exhibits to this Form 10-K/A are attached or incorporated herein by reference.

(c)

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

		POINTE FINANCIAL CORPORATION


Date:	April 29, 2005	By:	/s/ R. CARL PALMER, JR.
			R. Carl Palmer, Jr., Chairman of the Board, President and Chief Executive Officer


Date:	April 29, 2005	By:	/s/ BRADLEY R. MEREDITH
			Bradley R. Meredith, Chief Financial Officer and Senior Vice President

EXHIBIT INDEX

10.29	Letter Agreement dated October 27, 2004 between John P. Dover and The South Financial Group, Inc. (amending such executive’s Employment Protection Agreement).
10.30	Letter Agreement dated October 27, 2004 between John W. Lowery, Jr. and The South Financial Group, Inc. (amending such executive’s Employment Protection Agreement).
10.31	Letter Agreement dated October 27, 2004 between Jean Murphy-Engler and The South Financial Group, Inc. (amending such executive’s Employment Protection Agreement).
10.32	Letter Agreement dated October 27, 2004 between R. Carl Palmer, Jr. and The South Financial Group, Inc. (amending such executive’s Employment Protection Agreement).
10.33	Shareholder Value Plan
10.34	Long-Term Incentive Plan
10.35	Annual Incentive Plan
31.1	CEO Certification required under Section 302 of Sarbanes-Oxley Act of 2002.
31.2	CFO Certification required under Section 302 of Sarbanes-Oxley Act of 2002.

EX-10.29 2 exhibit1029.htm MATERIAL CONTRACTS BP (54233) Pointe Financial Exhibit 10

Exhibit 10.29

[PFC Letterhead]

October 27, 2004

John P. Dover
2632 NW 29^th Avenue
Boca Raton, FL 33434

Dear John:

This letter agreement is to record the additional agreements, arrangements and understandings relating to the payments that you will be entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and between The South Financial Group, Inc. (“TSFG”) and Pointe Financial Corporation (“PFC”), dated October 27, 2004. The agreements, arrangements and understandings contained herein amend the Employment Protection Agreement between you, PFC and Pointe Bank (the “Bank”), dated as of July 23, 2004 (the “EP Agreement”). The commitments contained in the amendments set forth in this letter agreement are subject to the consummation of the transactions contemplated by the Merger Agreement. In the event the merger is not completed on or before September 30, 2005, this lette r agreement will be null and void .All terms not otherwise defined herein shall have the meaning given to them in the Merger Agreement.

The title to Section 2 of the EP Agreement is hereby amended to read as follows:

Payments in Connection with a Change in Control

Section 2(a) of the EP Agreement is hereby amended to read as follows:

“(a)

If during the term of this Agreement there is a “Change in Control” (as defined below), the following shall apply:

(i)

Concurrently with such Change in Control, the Employers, or its successor in interest, shall pay to the Employee a lump sum cash payment equal to the sum of:

(A)

2.0 multiplied by the Employee’s annual base salary from the Employers in effect immediately before the Change in Control; and

(B)

2.0 multiplied by the greater of (1) the average award paid or payable to the Employee under the Annual Incentive Plan with respect to the previous three full fiscal years; or (2) the Employee’s target award under the Annual Incentive Plan for the current fiscal year; and

(C)

2.0 multiplied by the greater of (1) the average award paid or payable to the Employee under the Long Term Incentive Plan and/or the Shareholder Value Plan with respect to the previous three full fiscal years; or (2) 200 percent of the Employee’s target award under the most recent plan implemented by the Boards of Directors of the Employers under the Long Term Incentive Plan.

(ii)

For any benefit under the Pointe Financial Corporation Annual Incentive Plan, the Pointe Financial Corporation Long Term Incentive Plan, the Pointe Financial Corporation Shareholder Value Plan, the Pointe Financial Corporation Savings Plan and Trust or the Pointe Financial Corporation 1998 Incentive Compensation and Stock Award Plan, in which the Employee was entitled to participate, to the extent permissible under such plan and applicable law, any benefit not previously paid shall be paid in a lump sum, any benefit not previously vested shall become fully vested, any benefit not previously exercisable shall become fully exercisable, and any benefit subject to restrictions or risk of forfeiture shall be free of all such restrictions and fully vested in Employee.

In consideration for the payments under this Section 2(a), Employee shall execute a General Release, in the form attached hereto as “Exhibit A,” acknowledging that payments under this Section 2(a) shall be in lieu of any amount that they may be otherwise owed to the Employee as damages for the Employee’s employment through the Effective Time (as such term is defined in the Agreement and Plan of Merger by and between The South Financial Group, Inc. and Pointe Financial Corporation, dated October 27, 2004) and releasing Employers, their affiliates and related parties from all claims, rights and liabilities of every kind, whether or not known now to exist, which Employee ever had or may have arising out of Employee’s employment with the Employers or termination of that employment. Payments under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from employment with the Employers or with another employer after termination of the Employee’s employment with the Employers. No payment hereunder shall affect the Employee’s entitlement to any vested retirement benefits.”

Sections 2(b) of the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

Section 2(f) of the EP Agreement is hereby amended to read as follows:

(f)

Notwithstanding any other provision in this Agreement, this Agreement shall terminate upon (1) Employee’s termination of employment by Employer with Cause or (2) Employee’s death prior to a Change in Control and no payments shall be made under Section 2(a).

The title of Exhibit A to the EP Agreement is hereby amended to read as “General Release”.

Section 1 of Exhibit A to the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

The first paragraph of Section 2 of Exhibit A to the EP Agreement is hereby amended to read as follows:

“2.

Change of Control Benefits: If you sign this Agreement and comply with its terms, we will provide you with the following benefits pursuant to your Employment Protection Agreement, dated July 23, 2004, as amended October 27, 2004:”

Sections 2.b. and 2.c. of Exhibit A to the EP Agreement are hereby deleted, but all Sections following shall not be renumbered.

The first sentence of Section 3.a. of Exhibit A to the EP Agreement is hereby amended to read as follows:

“3.

Waiver and Release:

In exchange for the Change of Control Benefits promised to you in the Employment Protection Agreement and hereunder, and as a material inducement for that promise, you hereby WAIVE, RELEASE and FOREVER DISCHARGE the Employers and/or related persons from any and all claims, rights and liabilities of every kind, whether or not you now know them to exist, which you ever had or may have arising out of your employment with the Employers through to the Effective Time (as such term is defined in the Agreement and Plan of Merger by and between The South Financial Group, Inc. and Pointe Financial Corporation, dated October 27, 2004).”

10.

Section 6 of Exhibit A to the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

11.

The last sentence of Section 7 of Exhibit A to the EP Agreement is hereby deleted.

Please sign below to indicate your acknowledgement and acceptance of the agreements set forth herein.

	Very truly yours,

	By:	/s/ R. CARL PALMER, JR.
	Name: R. Carl Palmer, Jr.
	Title: President and Chief Executive Officer

Acknowledged and Accepted

John P. Dover

By: /s/ JOHN P. DOVER

EX-10.30 3 exhibit1030.htm MATERIAL CONTRACTS BP (54233) Point Financial Exhibit 10.30

Exhibit 10.30

[PFC Letterhead]

October 27, 2004

John W. Lowery, Jr.

11725 S.W. 134 Court

Miami, FL 33186

Dear John:

This letter agreement is to record the additional agreements, arrangements and understandings relating to the payments that you will be entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and between The South Financial Group, Inc. (“TSFG”) and Pointe Financial Corporation (“PFC”), dated October 27, 2004. The agreements, arrangements and understandings contained herein amend the Employment Protection Agreement between you, PFC and Pointe Bank (the “Bank”), dated as of July 23, 2004 (the “EP Agreement”). The commitments contained in the amendments set forth in this letter agreement are subject to the consummation of the transactions contemplated by the Merger Agreement. In the event the merger is not completed on or before September 30, 2005, this lette r agreement will be null and void. All terms not otherwise defined herein shall have the meaning given to them in the Merger Agreement.

The title to Section 2 of the EP Agreement is hereby amended to read as follows:

Payments in Connection with a Change in Control

Section 2(a) of the EP Agreement is hereby amended to read as follows:

“(a)

If during the term of this Agreement there is a “Change in Control” (as defined below), the following shall apply:

(i)

Concurrently with such Change in Control, the Employers, or its successor in interest, shall pay to the Employee a lump sum cash payment equal to the sum of:

(A)

2.0 multiplied by the Employee’s annual base salary from the Employers in effect immediately before the Change in Control; and

(B)

(C)

(ii)

Sections 2(b) of the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

Section 2(f) of the EP Agreement is hereby amended to read as follows:

(f)

The title of Exhibit A to the EP Agreement is hereby amended to read as “General Release”.

Section 1 of Exhibit A to the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

The first paragraph of Section 2 of Exhibit A to the EP Agreement is hereby amended to read as follows:

“2.

Sections 2.b. and 2.c. of Exhibit A to the EP Agreement are hereby deleted, but all Sections following shall not be renumbered.

The first sentence of Section 3.a. of Exhibit A to the EP Agreement is hereby amended to read as follows:

“3.

Waiver and Release:

10.

Section 6 of Exhibit A to the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

11.

The last sentence of Section 7 of Exhibit A to the EP Agreement is hereby deleted.

Please sign below to indicate your acknowledgement and acceptance of the agreements set forth herein.

	Very truly yours,

	By:	/s/ R. CARL PALMER, JR.
	Name: R. Carl Palmer, Jr.
	Title: President and Chief Executive Officer

Acknowledged and Accepted

John W. Lowery, Jr.

By: /s/ JOHN W. LOWERY, JR.

EX-10.31 4 exhibit1031.htm MATERIAL CONTRACTS Exhibit 10

Exhibit 10.31

[PFC Letterhead]

October 27, 2004

Jean Murphy-Engler

1600 NW 4^th Avenue

Delray Beach, FL 33444

Dear Jean:

This letter agreement is to record the additional agreements, arrangements and understandings relating to the payments that you will be entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and between The South Financial Group, Inc. (“TSFG”) and Pointe Financial Corporation (“PFC”), dated October 27, 2004. The agreements, arrangements and understandings contained herein amend the Employment Protection Agreement between you, PFC and Pointe Bank (the “Bank”), dated as of July 23, 2004 (the “EP Agreement”). The commitments contained in the amendments set forth in this letter agreement are subject to the consummation of the transactions contemplated by the Merger Agreement. In the event the merger is not completed on or before September 30 , 2005, this letter agreement will be null and void. All terms not otherwise defined herein shall have the meaning given to them in the Merger Agreement.

The title to Section 2 of the EP Agreement is hereby amended to read as follows:

Payments in Connection with a Change in Control

Section 2(a) of the EP Agreement is hereby amended to read as follows:

“(a)

If during the term of this Agreement there is a “Change in Control” (as defined below), the following shall apply:

(i)

Concurrently with such Change in Control, the Employers, or its successor in interest, shall pay to the Employee a lump sum cash payment equal to the sum of:

(A)

2.0 multiplied by the Employee’s annual base salary from the Employers in effect immediately before the Change in Control; and

(B)

(C)

(ii)

In consideration for the payments under this Section 2(a), Employee shall execute a General Release, in the form attached hereto as “Exhibit A,” acknowledging that payments under this Section 2(a) shall be in lieu of any amount that they may be otherwise owed to the Employee as damages for the Employee’s employment through the Effective Time (as such term is defined in the Agreement and Plan of Merger by and between The South Financial Group, Inc. and Pointe Financial Corporation, dated October 27, 2004) and releasing Employers, their affiliates and related parties from all claims, rights and liabilities of every kind, whether or not known now to exist, which Employee ever had or may have arising out of Employee’s employment with the Employers or termination of that employment. Payments under this Section 2(a) shall not be reduced by any compensation whi ch the Employee may receive from employment with the Employers or with another employer after termination of the Employee’s employment with the Employers. No payment hereunder shall affect the Employee’s entitlement to any vested retirement benefits.”

Sections 2(b) of the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

Section 2(f) of the EP Agreement is hereby amended to read as follows:

(f)

The title of Exhibit A to the EP Agreement is hereby amended to read as “General Release”.

Section 1 of Exhibit A to the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

The first paragraph of Section 2 of Exhibit A to the EP Agreement is hereby amended to read as follows:

“2.

Sections 2.b. and 2.c. of Exhibit A to the EP Agreement are hereby deleted, but all Sections following shall not be renumbered.

The first sentence of Section 3.a. of Exhibit A to the EP Agreement is hereby amended to read as follows:

“3.

Waiver and Release:

In exchange for the Change of Control Benefits promised to you in the Employment Protection Agreement and hereunder, and as a material inducement for that promise, you hereby WAIVE, RELEASE and

FOREVER DISCHARGE the Employers and/or related persons from any and all claims, rights and liabilities of every kind, whether or not you now know them to exist, which you ever had or may have arising out of your employment with the Employers through to the Effective Time (as such term is defined in the Agreement and Plan of Merger by and between The South Financial Group, Inc. and Pointe Financial Corporation, dated October 27, 2004).”

10.

Section 6 of Exhibit A to the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

11.

The last sentence of Section 7 of Exhibit A to the EP Agreement is hereby deleted.

Please sign below to indicate your acknowledgement and acceptance of the agreements set forth herein.

	Very truly yours,

	By:	/s/ R. CARL PALMER, JR.
	Name: R. Carl Palmer, Jr.
	Title: President and Chief Executive Officer

Acknowledged and Accepted

Jean Murphy-Engler

By: /s/ JEAN MURPHY-ENGLER

EX-10.32 5 exhibit1032.htm MATERIAL CONTRACTS Exhibit 10

Exhibit 10.32

[PFC Letterhead]

October 27, 2004

R. Carl Palmer Jr.

741 Azalea Street

Boca Raton, FL 33486

Dear Carl:

This letter agreement is to record the additional agreements, arrangements and understandings relating to the payments that you will be entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and between The South Financial Group, Inc. (“TSFG”) and Pointe Financial Corporation (“PFC”), dated October 27, 2004. The agreements, arrangements and understandings contained herein amend the Employment Protection Agreement between you, PFC and Pointe Bank (the “Bank”), dated as of July 23, 2004 (the “EP Agreement”). The commitments contained in the amendments set forth in this letter agreement are subject to the consummation of the transactions contemplated by the Merger Agreement. In the event the merger is not completed on or before September 30 , 2005, this letter agreement will be null and void. All terms not otherwise defined herein shall have the meaning given to them in the Merger Agreement.

The title to Section 2 of the EP Agreement is hereby amended to read as follows:

Payments in Connection with a Change in Control

Section 2(a) of the EP Agreement is hereby amended to read as follows:

“(a)

If during the term of this Agreement there is a “Change in Control” (as defined below), the following shall apply:

(i)

Concurrently with such Change in Control, the Employers, or its successor in interest, shall pay to the Employee a lump sum cash payment equal to the sum of:

(A)

2.0 multiplied by the Employee’s annual base salary from the Employers in effect immediately before the Change in Control; and

(B)

(C)

(ii)

In consideration for the payments under this Section 2(a), Employee shall execute a General Release, in the form attached hereto as “Exhibit A,” acknowledging that payments under this Section 2(a) shall be in lieu of any amount that they may be otherwise owed to the Employee as damages for the Employee’s employment through the Effective Time (as such term is defined in the Agreement and Plan of Merger by and between The South Financial Group, Inc. and Pointe Financial Corporation, dated October 27, 2004) and releasing Employers, their affiliates and related parties from all claims, rights and liabilities of every kind, whether or not known now to exist, which Employee ever had or may have arising out of Employee’s employment with the Employers or termination of that employment. Payments under this Section 2(a) shall not be reduced by any compensation whi ch the Employee may receive from employment with the Employers or with another employer after termination of the Employee’s employment with the Employers. No payment hereunder shall affect the Employee’s entitlement to any vested retirement benefits.”

Sections 2(b) of the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

Section 2(f) of the EP Agreement is hereby amended to read as follows:

(f)

The title of Exhibit A to the EP Agreement is hereby amended to read as “General Release”.

Section 1 of Exhibit A to the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

The first paragraph of Section 2 of Exhibit A to the EP Agreement is hereby amended to read as follows:

“2.

Sections 2.b. and 2.c. of Exhibit A to the EP Agreement are hereby deleted, but all Sections following shall not be renumbered.

The first sentence of Section 3.a. of Exhibit A to the EP Agreement is hereby amended to read as follows:

“3.

Waiver and Release:

10.

Section 6 of Exhibit A to the EP Agreement is hereby deleted, but all Sections following shall not be renumbered.

11.

The last sentence of Section 7 of Exhibit A to the EP Agreement is hereby deleted.

Please sign below to indicate your acknowledgement and acceptance of the agreements set forth herein.

	Very truly yours,

	By:	/s/ JEAN MURPHY-ENGLER
	Name: Jean Murphy-Engler
	Title: Executive Vice President and Chief Operating Officer

Acknowledged and Accepted

R. Carl Palmer, Jr.

By: /s/ R. CARL PALMER, JR.

EX-10.33 6 exhibit1033.htm MATERIAL CONTRACTS BP (54233) Pointe Financial Corp. Exhibit 10.33

Exhibit 10.33

Pointe Financial Corporation

Shareholder Value Plan

for 2002 & 2003

1. Purpose and Concept of the Shareholder Value Plan

Pointe Financial Corporation implemented the Shareholder Value Plan in 1999 to focus the senior management team on successful strategic performance that contributes to excellent growth in long-term shareholder return. This three-year Plan remains in effect for the performance periods covering 2002-2004 and 2003-2005, respectively. There is no overlap in payout with the new Long Term Incentive Plan, which covers the performance period of 2004-2006.

The Shareholder Value Plan offers the opportunity to earn cash incentive awards depending on Pointe Financial’s performance against a select group of peers. Pointe Financial’s performance ranking under the Shareholder Value Plan is determined using total shareholder return only.

2. Selection of Eligible Participants

Members of the senior management team at the Senior Vice President level and higher are eligible to participate in the Shareholder Value Plan.

Since the origination of the Plan, three new members have joined the senior management team and the Compensation Committee approved their addition to the Plan on a prorated basis.

Exhibit A is a list of the Shareholder Value Plan participants for performance periods beginning in 2002-2004 and 2003-2006.

3. Incentive Opportunity

A threshold, target, and maximum incentive award was established for each category of participants. The dollar value of potential incentive awards is calculated as a percent of a participant’s salary in effect at the beginning of the performance period. The three individuals who joined the senior management team mid-plan have a pro-rated participation in the 2002 and 2003 Shareholder Value Plans. Participants’ threshold, target, and maximum incentive award levels are shown in Exhibit A.

4. Performance Period (2002 and 2003 Plan)

Each performance period runs for three consecutive fiscal years. The remaining performance periods under the Shareholder Value Plan, run from January 2002 through December 2004 and January 2003 through December 2005. The prospective awards under this Plan are illustrated in Exhibit B.

Page 2

5. Performance Measurement Process

Pointe Financial’s aggregate percentile ranking on total shareholder return determines the amount of incentive awards earned by participants. The performance range and percent of target incentives earned is shown in Exhibit A.

Aggregate percentile ranking is determined as soon after the end of the performance period as final results for Pointe Financial and the peer group are available.

6. Performance Measures and Weights

Performance under the Shareholder Value Plan is measured based entirely on Pointe Financial’s total shareholder return against the peer group, as shown on Exhibit A.

7. Selection of Peer Group for Performance Ranking

A peer group of community banks is used to determine Pointe Financial’s performance rank. Outside consultants, retained by the Compensation Committee, assisted in developing the peer group and calculating performance, using information filed with regulatory agencies and the SEC. For the purposes of selecting the peer group and calculating performance, consultants use the financial institutions database licensed by SNL Financial.

The selection criteria and the list of peer banks selected for the 2002 and 2003 Shareholder Value Plan are shown on Exhibit C.

8.Timing of Payout and Vesting Schedule

Pay out of earned awards are made as soon as the three-year performance rating is determined. There is no scaled vesting and a participant must be employed by Pointe Financial on the date payments are made in order to qualify for an incentive award. Otherwise, no incentive payout is made.

In the event a participant’s employment terminates due to death, disability, or retirement, a prorated incentive payout is made for each outstanding performance period based on performance ranking.

Page 3

9. Actions in the Event of a Change of Control

In the event of a change of control, as defined in officer change of control agreements, performance is measured as of the most recently-completed fiscal quarter. A prorated incentive payout is made for each outstanding performance period based on performance ranking.

10. Plan Administration, Changes and Termination

The Committee is responsible for the administration of the Plan and determining changes to the plan. The Shareholder Value Plan will be terminated once the 2002-2004 and 2003-2006 performance periods have been completed and the payouts have been made.

The Committee may terminate the plan at any time for any reason; except that any incomplete performance periods at time of plan termination will remain in effect until the normal end of their three-year term. Any payouts earned under these performance periods will be paid out following standard procedures.

EX-10.34 7 exhibit1034.htm MATERIAL CONTRACTS BP (54233) Point Financial Exhibi 10.34t

Exhibit 10.34

Pointe Financial Corporation

Long Term Incentive Plan

for 2004

Page 1

1. Purpose and Concept of the Plan

Pointe Financial Corporation has implemented the Long Term Incentive Plan to focus the senior management team on successful strategic performance that contributes to excellent growth in shareholder value. This three-year Plan takes effect in 2004, with the first performance period ending on December 31, 2006. There is no overlap in payout with the current Shareholder Value Plan, whose last performance period ends on December 31, 2005.

The Plan offers the opportunity to earn cash incentive awards depending on Pointe Financial’s performance against a select group of comparable publicly-traded community banks. Pointe Financial’s performance ranking is determined using several measures, which may include financial, operating, and shareholder return measures. Measures are weighted to indicate their relative importance as indicators of strategic success.

2. Selection of Eligible Participants

Generally, members of the senior management team at the Senior Vice President level and higher are eligible to participate in the Plan.

Prior to the beginning of each performance period, the Compensation Committee of the Board (the Committee) selects participants with input from the Chief Executive Officer. Exhibit A provides a list of eligible participants for the performance period beginning in 2004, which will remain in effect for future performance periods unless changed by the Committee.

New participants may also be added during a performance period on a prorated basis with the approval of the Compensation Committee. Participation in the Plan for a particular performance period does not guarantee future participation.

3. Incentive Opportunity

A threshold, target, and maximum incentive award is established for each category of participants. The dollar value of potential incentive awards is calculated as a percent of a participant’s salary in effect at the beginning of the performance period. Participants’ threshold, target, and maximum incentive award levels are shown in Exhibit A.

4. Performance Period

Each performance period runs for three consecutive fiscal years. A new performance period begins each year, resulting in overlapping periods. The first performance period in this plan runs from January 2004 through December 2006. The prospective awards under this plan are illustrated in Exhibit B.

Page 2

5. Performance Measurement Process

Pointe Financial’s aggregate percentile ranking on selected performance measures determines the amount of incentive awards earned by participants. The performance range and percent of target incentives earned is shown in Exhibit A.

Aggregate percentile ranking is determined as soon after the end of the performance period as final results for Pointe Financial and the peer group are available.

6. Performance Measures and Weights

At the beginning of each performance period, the Committee selects those measures to be used and assigns a percentage weight, with total weights summing to 100%. The weight assigned to each performance measure impacts the calculation of the Pointe Financial’s aggregate ranking (e.g., a measure with twice the weight of another measure has twice the impact in determining aggregate ranking).

Performance measures and how measures are calculated and assigned weights are shown in Exhibit A. Performance measures and weights stay in effect until the Committee makes a change for a new performance period

7. Selection of Peer Group for Performance Ranking

A peer group of community banks is used to determine Pointe Financial’s performance rank. Outside consultants, retained by the Compensation Committee, assist in developing the peer group and calculating performance, using information filed with regulatory agencies and the SEC. For the purposes of selecting the peer group and calculating performance, consultants use the financial institutions database licensed by SNL Financial.

Standards for selecting peer banks are shown on the second page of Exhibit A.

8.Timing of Payout and Vesting Schedule

Payout of earned awards are made as soon as the three-year performance rating is determined. There is no scaled vesting and a participant must be employed by Pointe Financial on the date payments are made in order to qualify for an incentive award. Otherwise, no incentive payout is made.

In the event a participant’s employment terminates due to death, disability, or retirement, a prorated incentive payout is made for each outstanding performance period based on performance ranking.

Page 3

9. Actions in the Event of a Change of Control

In the event of a change of control, as defined in officer change of control agreements, performance is measured as of the most recently-completed fiscal quarter and a prorated incentive payout is made for each outstanding performance period based on performance ranking.

10. Plan Administration, Changes and Termination

The Committee is responsible for the administration of the Plan and determining changes to the Plan. However, no retroactive changes to the Plan will be made. Changes will only be made proactively for new performance periods.

The Committee may terminate the Plan at any time for any reason; except that any incomplete performance periods at time of Plan termination will remain in effect until the normal end of their three-year term. Any payouts earned under these performance periods will be paid out following standard procedures.

EX-10.35 8 exhibit1035.htm MATERIAL CONTRACTS BP (54233) POINT FINANCIAL CORP. EXHIBIT 10.35

Exhibit 10.35

Pointe Financial Corporation

Annual Incentive Plan

Pointe Financial Corporation

Compensation Handbook 2004

Annual Incentive Plan

Page 1 of 3

1. Purpose and Concept of the Plan

Pointe Financial, Inc. has implemented the Annual Incentive Plan to focus Company and Bank officers on successful operating performance that achieves strong earnings growth.

The Plan offers the opportunity to earn annual cash incentive awards depending on Pointe Financial’s performance versus its profit plan for the fiscal year. Actual earnings versus a pre-set performance range determine the total incentive pool and preliminary awards to participants. Individual job performance may increase or decrease a participant’s share of the incentive pool, without increasing the overall payout amount.

2. Selection of Eligible Participants

Generally, officers in the Bank and Holding Company at the Assistant Vice President level and above are eligible to participate in the Plan.

Prior to the beginning of each fiscal year, the CEO recommends participants, excluding himself, to the Compensation Committee of the Board (the Committee) for approval. Exhibit A provides a listing of eligible participants for the current year.

New participants may also be added during the fiscal year on a prorated basis. Participation in the Plan for a particular year does not guarantee future participation.

3. Incentive Opportunity

For each category of participants, a threshold, target, and maximum incentive award is established. The dollar value of potential incentive awards is calculated as a percent of a participant’s salary in effect at the beginning of the fiscal year, except in the case of participants added during the year. In those cases, incentives are based on a participant’s salary when the officer becomes a participant. Threshold, target, and maximum incentive award levels for participants are shown in Exhibit A.

Specific details of the anticipated current year awards at the threshold, target, and maximum incentive award levels are shown in Exhibit B.

3. Performance Period

A new plan cycle begins each fiscal year. Performance is based on final results at the end of the fiscal year.

Pointe Financial Corporation

Compensation Handbook 2004

Annual Incentive Plan

Page 2 of 3

4. Establishing the Earnings Performance Range

As a part of the annual budgeting process, Pointe Financial forecasts revenues and expenses (including the total target incentive pool). From this budgeting process, target earnings (after estimates for incentive expense and taxes) along with threshold and stretch earnings levels are developed. Threshold, target, and stretch earnings represent the performance range used to calculated incentive earnings.

5. Calculating the Total Incentive Pool

Actual earnings are compared to the performance range to determine the total incentive pool. Earnings below the performance threshold result in no incentive pool. Earnings at the threshold, target, and stretch performance levels result in an incentive pool that corresponds to the sum of participants’ threshold, target, or maximum incentive award levels. Interpolation is used to calculate the total incentive pool if earnings fall between threshold and target, or target and stretch. If earnings exceed the stretch performance level, the total incentive pool is capped as the sum of the maximum incentive level for all participants.

6. Adjusting for Individual Participant Performance

The Chief Executive Officer, with input from other members of senior management, may adjust the actual incentive awards of individual participants based on an assessment of their job performance for the year. However, individual adjustments do not increase or decrease the overall incentive pool. In order to increase some participants’ awards, an equivalent decrease in other incentive awards must be made.

7. Timing of Payout and Vesting Schedule

Payout of earned awards are made as soon as accurate earnings information is available for the fiscal year. There is no vesting of awards and a participant must be employed by Pointe Financial on the date payments are made in order to qualify for an incentive award. Otherwise, no incentive payout is made.

In the event a participant’s employment terminates due to death, disability, or retirement during the fiscal year, a prorated incentive award is calculated, taking into account the participant’s individual performance through the date of termination.

Pointe Financial Corporation

Compensation Handbook 2004

Annual Incentive Plan

Page 3 of 3

8. Actions in the Event of a Change of Control

In the event of a Change of Control, as defined in current officer employment agreements, performance is measured through the end of the most recently completed fiscal quarter. Earnings-to-date versus the performance range for the completed quarters of the year determine a prorated incentive pool and preliminary individual awards (based on the number of completed quarters). Preliminary awards are adjusted for individual job performance, without changing the prorated total incentive pool.

9. Plan Administration, Changes and Termination

The Committee is responsible for the administration of the Plan and determining changes to the plan. However, no changes to the Plan will be made retroactively; and are only made proactively for new fiscal years.

The Committee may terminate the Plan at any time for any reason; except that the Plan will remain in effect for the current fiscal year already underway. Any payouts earned for this fiscal year are paid out following standard procedures.

EX-31.1 9 exhibit311.htm CERTIFICATIONS REQUIRED UNDER SECTION 302 BP (54233) POINT FINANCIAL CORP. EXHIBIT 31.1

Exhibit 31.1

CERTIFICATIONS

I, R. Carl Palmer, Jr., certify that:

I have reviewed this annual report on Form 10-K/A of Pointe Financial Corporation;

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2005

By: /s/ R. CARL PALMER, JR.

R. Carl Palmer, Jr., Chairman of the Board,

President and Chief Executive Officer

EX-31.2 10 exhibit312.htm CERTIFICATIONS REQUIRED UNDER SECTION 302 BP (54233) POINT FINANCIAL CORP. Exhibit 31.2

Exhibit 31.2

CERTIFICATIONS

I, Bradley R. Meredith., certify that:

I have reviewed this annual report on Form 10-K/A of Pointe Financial Corporation;

(a)

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2005

By: /s/ BRADLEY R. MEREDITH

Bradley R. Meredith, Senior Vice President

and Chief Financial Officer

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