<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission
on August 15, 1996.
Registration No. 333-_____
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________________________________
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
- ---------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Indiana 33-1463057
- ---------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3002 Harrison Avenue
Cincinnati, Ohio 45211-5789
513-661-5735
- -----------------------------------------------------------------
(Address of Principal Executive Offices)
The Westwood Homestead Savings Bank
401k Salary Savings Plan and Trust
- -----------------------------------------------------------------
(Full Title of the Plan)
J. Mark Poerio, Esquire
Cynthia R. Cross, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
- -----------------------------------------------------------------
(Name and Address of Agent For Service)
(202) 822-9611
- ------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================
<S> <C> <C> <C> <C>
Title of each Proposed Maximum Proposed Maximum Amount of
class of Securities Amount to be Offering Price Aggregate Offering Registration
to be registered(1) registered(2) Per Share(3) Price(4) Fee
- --------------------------------------------------------------------------------------
Common Stock, $.01
par value per share 24,824 $10.00 $248,240 $100.00
=====================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests available pursuant to The
Westwood Homestead Savings Bank 401k Salary Savings Plan and Trust
(the "Plan"), as described herein.
(2) Estimates the maximum number of shares expected to be
issued under the Plan assuming that all employer and employee
contributions to the Plan are used to purchase shares of Common
Stock of Westwood Homestead Financial Corporation in the conversion
of The Westwood Homestead Savings Bank from mutual to stock form
("Conversion"), together with an indeterminate number of shares
which may be necessary to adjust the number of additional shares of
Common Stock reserved for issuance pursuant to the Plan and being
registered herein, as the result of a stock split, stock dividend,
reclassification, recapitalization or similar adjustment(s) of the
Common Stock of Westwood Homestead Financial Corporation.
(3) Estimated solely for the purpose of calculating the
registration fee and calculated pursuant to Rule 457(c) based on
maximum subscription price of $10.00 per share of the Common Stock
of Westwood Homestead Financial Corporation, as currently offered
in the Conversion.
(4) Estimated based on (2) and (3) above.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH SECTION
8(A) OF THE SECURITIES ACT OF 1933.<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
- --------------------------
Item 2. Registrant Information and Employee Plan Annual
Information*
- ---------------------------------------------------------
*This Registration Statement relates to the registration of
24,824 shares of Common Stock, $.01 par value per share, of
Westwood Homestead Financial Corporation (the "Company") reserved
for issuance and delivery under The Westwood Homestead Savings Bank
401k Salary Savings Plan and Trust (the "Plan"). Documents
containing the information required by Part I of this Registration
Statement will be sent or given to participants in the Plan as
specified by Rule 428(b)(1). Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424, in reliance on Rule
428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The Company became subject to the informational requirements
of the Securities Exchange Act of 1934 (the "1934 Act") on August
9, 1996 and, accordingly, will be filing periodic reports and other
information with the Commission. Reports, proxy statements and
other information concerning the Company filed with the Commission
may be inspected and copies may be obtained (at prescribed rates)
at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following document filed by the Company is incorporated in
this Registration Statement by reference: the Prospectus for the
Common Stock, included in the Company's Registration Statement
(Commission File No. 333-2298)
ALL DOCUMENTS FILED BY THE COMPANY AND THE PLAN PURSUANT TO
SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, AFTER THE DATE HEREOF AND PRIOR TO THE FILING
OF A POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SECURITIES
OFFERED HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN
REMAINING UNSOLD SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN
THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE
OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ----------------------------------
The information required by Item 202 of Regulation S-K is
set forth in the description of the Common Stock included in the
Prospectus for the Common Stock (dated August 15, 1996), as
incorporated by reference under Item 3 hereof, such description
being incorporated by reference herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- -----------------------------------------------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- --------------------------------------------------
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
The following is a summary of the general effect of the
indemnification provisions of the Company's Articles of
Incorporation and of the indemnification provided for under Indiana
law. All statements made herein, which are only intended to
summarize the above-referenced provisions, are qualified in their
entirety by reference to the Company's Articles of Incorporation
and the Indiana Business Corporation Law.
<PAGE>
<PAGE>
ARTICLES OF INCORPORATION. Article XVIII of the Company's
Articles of Incorporation provides for indemnification of the
Company's directors and officers. In the case of a threatened,
pending or completed action or suit by or in the name of the
Company, the Company shall indemnify a director or officer for
amounts actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if the director or
officer: (i) is successful on the merits or otherwise; or (ii)
acted in good faith in the transaction which is the subject of the
suit or action, and in a manner he reasonably believed to be in, or
not opposed to, the best interest of the Company. However, no
indemnification shall be made in respect of any claim, issue or
matter as to which such person has been adjudged liable to the
Company, unless the court in which the action is brought determines
that indemnification is proper.
In the case of a threatened, pending or completed action or
proceeding (whether criminal, administrative or investigative)
other than a suit by or in the right of the Company (a
"nonderivative suit"), against an officer or director, the Company
shall indemnify the director or officer for amounts reasonably
incurred by him in connection with the defense or settlement of the
nonderivative suit if the director or officer: (i) is successful
on the merits or otherwise; or (ii) acted in good faith in the
transaction which is the subject of the nonderivative suit and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company.
INDIANA BUSINESS CORPORATION LAW. A corporation may, under
Indiana law, indemnify a director or officer made a party to a
proceeding because such person was a director or officer of the
corporation if: (i) the individual's conduct was in good faith;
and (ii) the individual reasonably believed (A) in the case of
conduct in the individual's official capacity with the corporation,
that the individual's conduct was in the corporation's best
interests, and (B) in all other cases, that the individual's
conduct was at least not opposed to the corporation's best
interests. An Indiana corporation may also indemnify an officer or
director in a criminal proceeding if the individual: (i) had
reasonable cause to believe that his conduct was lawful; or (ii)
had no reasonable cause to believe that his conduct was unlawful.
An Indiana corporation must, unless limited by its articles of
incorporation, indemnify any director or officer who was wholly
successful, on the merits or otherwise, in the defense of a
proceeding to which the individual was a party because the
individual was a director or officer of the corporation, against
reasonable expenses incurred by the director or officer in
connection with the proceeding. Unless limited by the
corporation's articles of incorporation, an officer or director may
apply to the court conducting the proceeding or another court of
competent jurisdiction for indemnification. The court may order
indemnification if it determines: (i) the director or officer is
entitled to mandatory indemnification under Indiana law; or (ii)
the officer or director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether
or not such director or officer met the standard of conduct set
forth for mandatory indemnification under Indiana law. The
Company's Articles of Incorporation do not contain any limitations
on the ability of the Company to indemnify its directors and
officers under Indiana law.
DIRECTOR AND OFFICER LIABILITY INSURANCE. The Company has
purchased director and officer liability insurance that insures
directors and officers against certain liabilities in connection
with the performance of their duties as directors and officers,
including liabilities under the Securities Act of 1933, as amended,
and provides for payment to the Company of costs incurred by it in
indemnifying its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- --------------------------------------------
Not Applicable.
ITEM 8. EXHIBITS
- -----------------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this
Registration Statement.
<PAGE>
<PAGE>
Item 9. Undertakings
- ---------------------
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, to treat each such post-effective
amendment as a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
2. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
4. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.<PAGE>
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized, in the
City of Cincinnati, State of Ohio, on August 12, 1996.
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
By: /s/ Michael P. Brennan
_________________________________
Michael P. Brennan
President and Chief Executive
Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ----------- ----- -----
<S> <C> <C>
/s/ Michael P. Brennan President, Chief Executive August 12, 1996
- ---------------------- Officer and Director
Michael P. Brennan (Principal Executive Officer)
/s/ John E. Essen Chief Financial Officer August 12, 1996
- --------------------- and Treasurer
John E. Essen (Principal Financial
and Accounting Officer)
/s/ Carl H. Heimerdinger Chairman of the Board August 12, 1996
- -----------------------
Carl H. Heimerdinger
/s/ John B. Bennet, Sr. Vice Chairman of the Board August 12, 1996
- ------------------------
John B. Bennet, Sr.
/s/ Robert H. Bockhorst Director August 12, 1996
- ------------------------
Robert H. Bockhorst
/s/ Raymond J. Brinkman Director August 12, 1996
- ------------------------
Raymond J. Brinkman
/s/ Roger M. Higley Director August 12, 1996
- -------------------------
Roger M. Higley
/s/ Mary Ann Jacobs Director August 12, 1996
- -------------------------
Mary Ann Jacobs
/s/ James D. Kemp Director August 12, 1996
- -------------------------
James D. Kemp
/TABLE
<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the undersigned trustees of The Westwood Homestead Savings Bank
Salary Savings Plan and Trust has duly caused this registration
statement to be signed in the City of Cincinnati, State of Ohio, on
August 15, 1996.
/s/ Jack C. Kerber
----------------------------
Jack C. Kerber
/s/ Betty P. Easter
-----------------------------
Betty P. Easter
/s/ Kenneth Elshoff
------------------------------
Kenneth Elshoff
As Trustees of the Westwood Homestead
Savings Plan and Trust
<PAGE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
<C>
4.1 The Westwood Homestead Savings Bank Salary
Savings Plan and Trust, including Amendments
4.2 Summary Plan Description of the Plan
5.1 Opinion of Housley Kantarian & Bronstein, P.C.
as to the legality of the Common Stock being
registered
5.2 Opinion Letter from the Internal Revenue
Service Dated September 5, 1992, regarding
the tax-qualification of the Plan documents
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Certified Public Accountants
24 Power of Attorney (contained in the signature page
to
the Pre-Effective Amendment No. 1 to Form S-1
Registration
Statement as filed with the Commission on June 26,
1996)
</TABLE>
NOTE: This is a (3) section multi-copy form. All sections must be
completed.
Multiple Copies -- Please Press Firmly or Type
MEMBERSHIP AGREEMENT
THE OHIO SAVINGS AND LOAN LEAGUE
MASTER SALARY SAVINGS PLAN AND TRUST
Association Trust No. 57220
The Employer named below hereby establishes a Salary Savings Plan for
Eligible Employees as provided in this Membership Agreement and the
accompanying Master Plan and Trust ("Basic Document")/.
1. EMPLOYER INFORMATION:
(a) NAME AND ADDRESS: WESTWOOD HOMESTEAD SAVINGS & LOAN
ASSOCIATION, 3002 HARRISON AVENUE, CINCINNATI, OHIO 45211
(b) TAX ID NUMBER (EIN): 31-0488115
(c) FORM OF BUSINESS: [ ] Sole Proprietor [ ] Partnership
[X] Corporation [ ] Subchapter S Corporation
(d) NAME OF INDIVIDUAL AUTHORIZED TO ISSUE INSTRUCTIONS TO THE
TRUSTEE:
E. Thomas Adams Phone No. 513-661-5735
2. EFFECTIVE DATE:
(a) This is a new Plan having an effective date of July 1,
1987
(b) This is an amended Plan.
The effective date of the original Plan was
The effective date of the amended Plan is
3. DEFINITIONS:
(a) "Entry Date":
[ ] (i) The first day of the Plan Year during which an
Employee meets the eligibility requirements.
[ ] (ii) The earlier of the first day of the Plan Year or
the first day of the seventh month of the Plan Year coinciding with or
following the date on which an Employee meets the eligibility
requirements.
[X] (iii) The first day of any of the following months
following the date on which an Employee meets the eligibility
requirements: JULY, AUGUST, SEPTEMBER, OCTOBER, NOVEMBER, DECEMBER,
JANUARY, FEBRUARY, MARCH, APRIL, MAY, JUNE
(b) "Limitation Year": The 12 consecutive month period
commencing on July 1, 1987 and ending on June 30, 1988
(c) "Normal Retirement Age": The date on which a Participant
attains age 65
(d) "Plan Year": The 12 consecutive month period commencing
on July 1, 1987 and ending on June 30, 1988
(e) "Valuation Date": July 1, 1988 and [ ] quarterly
[X] semiannually [ ] annually thereafter.
4. ELIGIBILITY REQUIREMENTS:
(a) Classification:
[ ] The Plan shall cover all Employees regardless of
classification.
[ ] The Plan shall cover all Employees but will exclude
from participation any nondiscriminatory classification of Employees
determined as follows:
(i) Service:
[ ] The Plan shall have no service requirements.
[ ] The Plan shall cover only Employees having
completed at least __________ (not more than three [3]) Years of
Service. If the eligibility period exceeds one (1) Year of Service,
Section 7 of the Membership Agreement must be completed to provide a
100% vested and nonforfeitable benefit upon participation. If the
Year(s) of Service selected is or includes a fractional year, an
Employee will not be required to complete any specified number of Hours
of Service to receive credit for such fractional year.
(ii) Age:
[ ] The Plan shall cover only Employees having
attained age 18 (Not more than age 21).
<PAGE>
<PAGE>
5. CONTRIBUTIONS:
The Employer shall make contributions to the Plan in accordance
with the formula or formulas selected below:
(a) Participant Deferrals:
The Employer shall contribute and allocate to each
Participant's Employee Deferral Account an amount equal to the amount
withheld from the Compensation of such Participant pursuant to his
election up to the lesser of (i) 10.0% of such Compensation (not to
exceed 15%); or (ii) $7,000 multiplied by the Adjustment Factor (as
defined in the Basic Document).
[ ] (b) Voluntary Participant Contributions (optional):
A Participant may voluntarily make nondeductible
contributions to the Plan up to 10% of his total Compensation received
as an Employee of the Employer. Voluntary contributions are subject to
the limitation on Annual Additions defined in Section 4.06 of the Basic
Document
[ ] (c) Roll Over Contributions (optional):
The Employer elects to allow roll over contributions from
other qualified pension and profit sharing plans.
[ ] (d) (i) Employer Matching Contributions (optional):
The Employer elects to contribute and allocate to
each eligible Participant's Employer Matching Contributions Account an
amount equal to 100% of the amount contributed and allocated in
accordance with paragraph 5(a) above. The Employer shall not match
Participant contributions as provided above in excess of 5.0% of the
Participant's Compensation.
[ ] (d) (ii) The Employer elects to contribute and allocate to
each eligible Participant's Employer Matching Contribution Account an
amount equal to _____% of the first _____% and _____% of the next _____%
of the amount contributed and allocated in accordance with paragraph
5(a) above. The Employer shall not match Participant contributions as
provided above in excess of _____% of the Participant's Compensation.
[ ] (e) Discretionary Employer Contributions (optional):
The Employer shall have the right to make an additional
contribution to be determined in the discretion of the Employer which
shall be allocated to each eligible Employee's Discretionary Employer
Contribution Account in proportion to his Compensation as a percentage
of the Compensation of all eligible Employees. This part of the
Employer's contribution and the allocation thereof shall be unrelated to
any other employer contributions made hereunder.
[ ] (f) Minimum Employer Contribution for Top Heavy Plan:
For any Plan Year during which the Plan is top heavy and
the minimum contribution requirements for top heavy plans are not met by
another qualified plan maintained by the Employer, the sum of the
Employer's contribution to eligible Employees under paragraphs 5(d) and
5(e) shall not be less than 3% of each eligible Employee's Compensation;
provided that, if the largest percentage of Compensation allocated to
Key Employees for the Plan Year is less than 3%, that largest percentage
will be substituted for 3% under this Section 5(f), if the minimum
contribution requirements are not met under the aforementioned
paragraphs with respect to an Employee, the Employer shall make an
additional contribution for such Employee under this paragraph in order
to meet the 3% minimum.
[ ] (g) Eligibility for Allocations Under Paragraph (f):
For a Plan Year during which the Plan is top heavy, the
Employer shall make a contribution under paragraph (f) for each
Participant employed by the Employer on the last day of the Plan Year
regardless of the hours worked by such Employee. The Employer shall
also make a contribution under paragraph (f) for any Employee excluded
from the Plan because his Compensation is less than a stated amount or
because he failed to make a Participant Deferral Contribution.
[ ] (h) Eligibility for Allocations Under Paragraph (e): (Complete
only if paragraph (e) was elected)
Provided the Plan is not top heavy, the Employer shall
make a discretionary Employer Contribution for each Participant employed
by the Employer on the last day of the Plan year, provided such Employee
completes 1,000 (not to exceed 1,000) Hours of Service during the Plan
Year. The Employer shall also make a Discretionary Employer
Contribution for each Participant who separated from employment during
the Plan Year as a result of (check if desired): [ ] Retirement [ ]
Disability [ ] Death [ ] Termination of employment, upon completion of
1,000 Hours of Service
6. LIMITATIONS ON ALLOCATIONS:
Complete this section only if you maintain or ever maintained
another qualified plan in which any Participant in this Plan is (or was)
a Participant or could possibly become a Participant.
(a) If the Participant is covered under another qualified
defined contribution plan maintained by the Employer, other than a
Master or Prototype Plan.
[ ] the provisions of Section 4.06 of the Basic Document will
apply, as if the other plan was a Master or Prototype Plan.
[ ] (Provide the method under which the plans will limit total
Annual Additions to the Maximum Permissible Amount and will properly
reduce any Excess Amounts in a manner that precludes Employer
discretion). (Attach Provisions)
<PAGE>
<PAGE>
(b) If the Participant is or ever has been a Participant in a
defined benefit plan maintained by the Employer:
[ ] in any Limitation Year, the Annual Additions credited to
the Participant under this Plan may not cause the sum of the Defined
Benefit Plan Fraction and the Defined Contribution Plan Fraction to
exceed 1.0. If the Employer contributions that would otherwise be
allocated to the Participant's Account during such year would cause the
1.0 limitation to be exceeded, the allocation will be reduced so that
the sum of the fractions equals 1.0. Any contributions not allocated
because of the preceding sentence will be allocated to the remaining
Participants under the allocation formula under the Plan. If the 1.0
limitation is exceeded because of an Excess Amount, such Excess Amount
will be reduced in accordance with Section 4.06 of the Basic Document.
[ ] (Provide the method under which the Plan involved will
satisfy the 1.0 limitation in a manner that precludes Employer
discretion). (Attach Provisions)
7. VESTING:
Each Participant shall have a fully vested and nonforfeitable
interest in any Participant Deferral Contributions, Voluntary
Contributions and Roll Over Contributions and the investment earnings
thereon.
Each Participant shall acquire a vested and nonforfeitable
percentage in his Account balance attributable to Employer Matching
Contributions and Discretionary Employer Contributions and the earnings
thereon under the schedule selected below.
The computation period for purposes of determining Years of
Service and Breaks in Service, for purposes of computing a Participant's
nonforfeitable right to his Account balance derived from Employer
Matching Contributions and Discretionary Employer Contributions shall
commence on the date on which an Employee first performs an Hour of
Service for the Employer; and each subsequent 12 consecutive month
period shall commence on the anniversary thereof.
A Participant shall receive credit for a Year of Service if he
completes at least 1,000 Hours at any time during the 12 consecutive
month period. Consequently, a Year of Service may be earned prior to
the end of the 12 consecutive month period and the Participant need not
be employed at the end of the 12 consecutive month period to receive
credit for a Year of Service.
[ ] (a) Two-twenty rule --
PERCENTAGE VESTED
YEARS OF SERVICE AND NONFORFEITABLE
Less than 2 Years 0%
2 Years 20%
3 Years 40%
4 Years 60%
5 Years 80%
6 Years 100%
[ ] Service prior to the Effective Date of the Plan shall be
disregarded when computing a Participant's vested and nonforfeitable
interest.
[ ] Service prior to a Participant having attained age 18
shall be disregarded when computing a Participant's vested and
nonforfeitable interest.
[ ] (b) Immediate vesting --
Each Employee shall be 100% vested in his Account balance
derived from Employer Matching Contributions and Discretionary Employer
Contribution and earnings thereon upon becoming a Participant.
8. SERVICE WITH PREDECESSOR ORGANIZATION:
For purposes of satisfying the service requirements for
eligibility, Hours of Service shall include service with the following
predecessor organization(s):
9. INVESTMENTS:
The Employer hereby designates savings accounts and such other
investments authorized by the Trust Agreement at WESTWOOD HOMESTEAD
SAVINGS & LOAN ASSOCIATION (name of the Association) as the medium for
the investment contributions under the Plan.
10. HARDSHIP WITHDRAWALS:
[ ] The Employer elects to permit Hardship Withdrawals from
the Plan pursuant to Section 6.02 of the Basic Document.
<PAGE>
<PAGE>
11. BENEFITS PRIOR TO RETIREMENT:
[ ] (a) Early Retirement
The Employer elects to permit a Participant to retire
early after he has attained the age of _____ and completed _____ Years
of Service.
[ ] (b) Disability Retirement
The Employer elects to permit a Participant to retire if
he becomes totally and permanently disabled, as defined in Section 7.03
of the Basic Document.
12. PRESENT VALUE:
For the purpose of establishing present value to compute the top
heavy ratio, any benefit shall be discounted only for mortality and
interest based on the following:
Interest Rate: 10.0%. Mortality Table: UNITED STATES LIFE
TABLES: PUB. DEPT. OF HEALTH & HUMAN SERVICES
13. GENERAL INFORMATION:
(a) The Employer will be bound by all terms of the Basic
Document as if it had executed it.
(b) The Employer submits herewith information relative to each
currently eligible Participant under the Plan.
(c) An Employer who has ever maintained or who later adopts
any plan (including after December 31, 1985, a welfare benefit fund, as
defined in Code Section 419(e), which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined in
Code Section 419(d)(3)) in addition to this Plan, including any other
plan sponsored by The Ohio Savings and Loan League, may not rely on the
opinion letter issued by the National Office of the Internal Revenue
Service as evidence that this Plan is qualified under Code Section 401.
If the Employer who adopts or maintains multiple plans wishes to obtain
reliance that its plan(s) are qualified, application for a determination
letter should be made to the appropriate Key District Director of
Internal Revenue.
Except for (i) changes to the choice of options in the
Membership Agreement; or (ii) amendments stated in the Membership
Agreement which allow the Plan to satisfy Code Section 415 or to avoid
duplication of minimums under Section 416 because of the required
aggregation of multiple plans, if the adopting Employer amends the Plan
or nonelective portions of the Membership Agreement, it will no longer
participate in the Master Plan but will be considered to have an
individually designed plan.
If the Employer's Plan fails to retain qualification, such Plan
will no longer participate in this master plan and will be considered an
individually designed plan. If a plan of a particular Employer fails to
retain its qualified status, such plan shall no longer be a member of
this Plan, and the Trustee shall divest itself of the assets of the
Employer's particular plan.
INFORMATION PROVIDED BY THIS ASSOCIATION ON ACCOUNTS IS OF A
GENERAL NATURE ONLY. IT IS RECOMMENDED THAT YOU SEEK ADVICE FROM YOUR
OWN COUNSEL.
======================================================================
Signed by CARL H. HEIMERDINGER, PRESIDENT
For the Firm of WESTWOOD HOMESTEAD SAVINGS & LOAN ASSOCIATION
Business Address 3002 HARRISON AVENUE City CINCINNATI
Telephone Number (513) 661-5735 Date Signed 12-19-89
Association WESTWOOD HOMESTEAD SAVINGS & LOAN ASSOCIATION, CINCINNATI
Association Representative Signature E. THOMAS ADAMS, MANAGING OFFICER
This Membership Agreement is valid only if executed by the employer and
White Copy (section I, II and III) is submitted to the Trustees.
<PAGE>
<PAGE>
401 (k)
SALARY
SAVINGS
PLAN
THE OHIO SAVINGS AND LOAN LEAGUE
MASTER SALARY SAVINGS PLAN AND TRUST
BASIC DOCUMENT
NUMBER 02
Effective January 1, 1991
OHIO SAVINGS & LOAN LEAGUE
<PAGE>
<PAGE>
THE OHIO SAVINGS AND LOAN LEAGUE
MASTER SALARY SAVINGS PLAN AND TRUST
BASIC DOCUMENT
NUMBER 02
Effective January 1, 1991
<PAGE>
<PAGE>
THE OHIO SAVINGS AND LOAN LEAGUE
MASTER SALARY SAVINGS PLAN AND TRUST
BASIC DOCUMENT
TABLE OF CONTENTS
-----------------
ARTICLE PAGE
I. DEFINITIONS
-----------
1.01 Accounts 1
1.02 Adjustment Factor 1
1.03 Anniversary Date 2
1.04 Annual Additions 2
1.05 Association 2
1.06 Break in Service 3
1.07 Code 3
1.08 Common Law Employee 3
1.09 Compensation 3
1.10 Earned Income 5
1.11 Effective Date 5
1.12 Employee 5
1.13 Employer 6
1.14 Entry Date 6
1.15 ERISA 6
1.16 Family Member 6
1.17 Forfeitures 6
1.18 Full Time 6
1.19 Highly-Compensated Employee 6
1.20 Hour of Service 8
1.21 Inactive Participant 10
1.22 Leased Employee 10
1.23 Limitation Year 11
1.24 Lower-Compensated Employee 11
1.25 Master Plan 12
1.26 Membership Agreement 12
1.27 Normal Retirement Age 12
1.28 Owner-Employee 12
1.29 Participant 12
1.30 Partner-Employee 12
1.31 Plan 13
1.32 Plan Administrator 13
1.33 Plan Year 13
1.34 Projected Annual Benefit 13
1.35 Self-Employed Individual 13
<PAGE>
<PAGE>
1.36 Shareholder-Employee 14
1.37 Spouse or Surviving Spouse 14
1.38 Trust Fund 14
1.39 Trustee 14
1.40 Valuation Date 14
1.41 Year of Service 15
II. PARTICIPATION
-------------
2.01 Eligibility and Election to Participate 15
2.02 Eligibility Computation Period and Service 16
2.03 Plan Covering Owner-Employees 16
2.04 Reemployment 17
2.05 Employment After Normal Retirement Age 17
2.06 Notification 17
2.07 Change in Employment Status 18
2.08 Designation of Beneficiary 18
III. CONTRIBUTIONS
-------------
3.01 Contribution of Participant Deferrals 20
3.02 Limitation of Participant Deferrals 22
3.03 Participant Voluntary Contributions 25
3.04 Rollover Contributions 25
3.05 Employer Matching Contributions 26
3.06 Profit Sharing Employer Contributions 26
3.07 Limitation of Participant Voluntary
Contributions and Employer Matching
Contributions 26
3.08 Multiple Use of the Alternative Limitation 29
IV. PARTICIPANT'S ACCOUNTS; ALLOCATIONS
-----------------------------------
4.01 Participant's Accounts 31
4.02 Allocation of Employer Matching Contributions33
4.03 Allocation of Profit Sharing Employer
Contributions 33
4.04 Vesting of Participant Accounts 33
4.05 Allocation of Net Gains or Losses;
Crediting of Accounts 45
4.06 Limitation of Annual Additions 36
4.07 Limitation of Reversion of Contributions 46
<PAGE>
<PAGE>
V. INVESTMENT OF CONTRIBUTIONS AND VALUATION OF TRUST FUND
-------------------------------------------------------
5.01 Undirected Investments 47
5.02 Directed Investments 47
5.03 Valuation of the Trust Fund 48
VI. WITHDRAWALS WHILE EMPLOYED
--------------------------
6.01 Withdrawal of Employee Deferral Accounts 48
6.02 Hardship Withdrawals 49
6.03 Withdrawal of Voluntary Contributions Account50
6.04 Amount and Payment of Withdrawals 50
VII. AMOUNT AND DISTRIBUTION OF BENEFITS
-----------------------------------
7.01 Retirement Benefits 51
7.02 Death Benefits 51
7.03 Disability Benefits 52
7.04 Benefits Upon Termination of Employment 52
7.05 Distribution of Benefits 54
7.06 Minimum Distributions 54
7.07 Rules Applicable to Distributions of
Death Benefits 55
7.08 Timing of Distributions 57
7.09 Definitions 58
7.10 Transitional Rule 61
VIII. ADMINISTRATION
--------------
8.01 Trustee 63
8.02 Trust 63
8.03 Plan Administrator 68
8.04 Qualified Domestic Relations Orders 68
8.05 Claims Procedure 69
IX. AMENDMENT TO THE PLAN
---------------------
9.01 Right to Amend 70
X. TERMINATION OF THE PLAN
-----------------------
10.01 Right to Terminate 72
10.02 Plan Merger and Consolidation 73
<PAGE>
<PAGE>
XI. PARTICIPANT LOANS
-----------------
11.01 Permissibility of Loans 73
11.02 Code Section 72(p) Limitations 73
11.03 Additional Requirements 74
XII. TOP HEAVY PLAN PROVISIONS
-------------------------
12.01 General Rule and Definitions 76
12.02 Minimum Contribution Provision 81
XIII.MISCELLANEOUS
-------------
13.01 Voluntary Plan 82
13.02 Forfeitures 82
13.03 Designation of Dates 83
13.04 Non-alienation of Benefits 83
13.05 Inability to Receive Benefits 83
13.06 Lost Participants 84
13.07 Service With Predecessor Employer 84
13.08 Limitation of Rights 84
13.09 Gender 84
13.10 Invalid Provision 84
13.11 Governing Law 85
13.12 Construction 85
13.13 Effective Date 85
<PAGE>
<PAGE>
THE OHIO SAVINGS AND LOAN LEAGUE
--------------------------------
MASTER SALARY SAVINGS PLAN AND TRUST
------------------------------------
BASIC DOCUMENT
--------------
The Ohio Savings and Loan League hereby establishes the
following Master Salary Savings Plan and Trust for use by those
Member Associations and their customers who qualify and wish to
adopt a qualified cash or deferred arrangement. Any Plan and Trust
established hereunder shall be administered for the exclusive
benefit of its Participants and their beneficiaries under the
following terms and conditions:
ARTICLE I
----------
DEFINITIONS
-----------
Whenever used herein, the following words and phrases
shall have the meaning specified below. Additional words and
phrases may be defined in the text of the Plan.
1.01. Accounts
- ------------
"Accounts" means a Participant's Employee Deferral
Account, his Voluntary Contributions Account, his Rollover Account,
his Employer Matching Contributions Account and his Profit Sharing
Employer Contributions Account, whichever may be applicable in
accordance with the types of contributions selected by the Employer
in its Membership Agreement.
1.02. Adjustment Factor
- ----------------------
"Adjustment Factor" shall mean the cost of living factor
prescribed by the Secretary of the Treasury under Section 415(d) of
the Code for years beginning after December 31, 1987, as applied to
such items and in such manner as the Secretary shall provide.
<PAGE>
<PAGE>
1.03. Anniversary Date
- -----------------------
"Anniversary Date" means the last day of the Plan Year.
1.04. Annual Additions
- -----------------------
"Annual Additions" means the sum of the following amounts
credited to a Participant's Accounts for the Limitation Year:
(a) Employer contributions;
(b) Employee contributions;
(c) Forfeitures; and
(d) amounts allocated, after March 31, 1984, to an
individual medical account, as defined in Section 415(1)(2) of the
Code, which are part of a pension or annuity plan maintained by the
Employer are treated as Annual Additions to a defined contribution
plan. Also amounts derived from contributions paid or accrued
after December 31, 1985 in taxable years ending after such date,
which are attributable to post-retirement medical benefits
allocated to the separate account of a Key Employee [as defined in
Section 419A(d)(3) of the Code], under a welfare benefit fund [as
defined in Section 419(e) of the Code] maintained by the Employer
are treated as Annual Additions to a defined contribution plan.
For this purpose, any excess amount applied under Section
4.06(d) in the Limitation Year to reduce Employer contributions
will be considered Annual Additions for such Limitation Year.
1.05. Association
- ------------------
"Association" means a member of The Ohio Savings and Loan
League which is a "domestic building and loan association" as
defined by Section 7701(a)(19) of the Code, either <PAGE>
<PAGE>
(a) whose savings accounts, certificates of deposit or equity and
debt securities have been designated by the Employer, in either the
Membership Agreement or in writing to the Trustee, as the medium
for investment of contributions under the Plan; or (b) which has
been designated by the Employer in the Membership Agreement as the
custodian of the Plan.
1.06. Break in Service
- -----------------------
"Break in Service" means a failure by an Employee to
complete at least 501 Hours of Service during a 12-consecutive-
month period beginning on the date on which he first performs an
Hour of Service for the Employer or any anniversary of such date.
1.07. Code
- -----------
"Code" means the Internal Revenue Code of 1986, as may be
amended from time to time.
1.08. Common Law Employee
- --------------------------
"Common Law Employee" means any employee of the Employer
who, under common law, would have the status of an employee.
Generally, reference to a Common Law Employee includes corporate
employees unless such usage is clearly contrary to the context in
which the term Common Law Employee is used.
1.09. Compensation
- -------------------
"Compensation" means compensation as that term is defined
in Section 4.06. For any Self-Employed Individual (including an
Owner-Employee, a Partner-Employee or a Shareholder-Employee),
"Compensation" means Earned Income. Compensation shall include only
that compensation which is actually paid to the Participant during
the applicable period. Except as provided elsewhere in this Plan,
the applicable period shall be the period elected by the<PAGE>
<PAGE>
Employer in the Adoption Agreement. If the Employer makes no
election, the applicable period shall be the Plan Year.
Compensation shall also include any amount which is contributed by
the Employer pursuant to a salary reduction agreement and which is
not includable in the gross income of the Employee under Section
125, 402(a)(8), 402(h) or 403(b) of the Code. For years beginning
after December 31, 1988, the annual compensation of each
Participant taken into account under the Plan for any year shall
not exceed $200,000. This limitation shall be adjusted by the
Secretary of the Treasury at the same time and in the same manner
as under Section 415(d) of the Code, except that the dollar
increase in effect on January 1 of any calendar year is effective
for years beginning in such calendar year and the first adjustment
to the $200,000 limitation is effected on January 1, 1990. If the
period for determining compensation used in calculating an
Employee's allocation for a determination period is a short Plan
Year (i.e., shorter than 12 months), the annual compensation limit
is an amount equal to the otherwise applicable annual compensation
limit multiplied by the fraction, the numerator of which is the
number of months in the short Plan Year, and the denominator of
which is 12. For this purpose, the rules of Section 414(q)(6) of
the Code shall apply, except, in applying such rules, the term
"family" shall include only the Spouse of the Participant and any
lineal descendants of the Participant who have not attained age 19
before the close of the year. If, as a result of the application of
such rules, the adjusted $200,000 limitation is exceeded, then the
limitation shall be prorated among the affected individuals in
proportion to each such individual's Compensation as determined
under this section prior to the application of this limitation.
<PAGE>
<PAGE>
1.10. Earned Income
- --------------------
"Earned Income" means net earnings from self-employment
in the trade or business with respect to which the Plan is
established, determined in accordance with Section 401(c)(2) of the
Code, provided that personal services of the individual are a
material income-producing factor. Net earnings will be determined
without regard to items not included in gross income and deductions
allocable to such items. Net earnings are reduced by contributions
by the Employer to a qualified plan to the extent deductible under
Section 404 of the Code. Net earnings shall be determined with
regard to the deduction allowed to the Employer by Section 164(f)
of the Code for taxable years beginning after December 31, 1989.
This definition shall apply solely for purposes of determining the
actual deferral percentage under Section 3.02. When applicable to
a Self-Employed Individual, Compensation shall mean Earned Income.
1.11. Effective Date
- ---------------------
"Effective Date" means the date specified by the Employer
in the Membership Agreement.
1.12. Employee
- ---------------
"Employee" means any person who is a Common Law Employee,
Leased Employee, Owner-Employee, Partner-Employee, Self-Employed
Individual or Shareholder-Employee with respect to the Employer.
For this purpose, the term "Employee" shall also mean any Employee
of any other employer required to be aggregated with the Employer
under Section 414(b), (c), (m), (n) or (o) of the Code.
<PAGE>
<PAGE>
1.13. Employer
- ---------------
"Employer" means the Self-Employed Individual, partner-
ship, corporation or other organization which adopts this Plan,
including any business that succeeds the Employer and adopts this
Plan.
1.14. Entry Date
- -----------------
"Entry Date" means the date on which an Employee may
commence participation in the Plan as determined by the Employer in
the Membership Agreement.
1.15. ERISA
- ------------
"ERISA" means the Employee Retirement Income Security Act
of 1974, as periodically amended.
1.16. Family Member
- --------------------
"Family Member" shall mean, with respect to any Employee,
such Employee's Spouse and lineal ascendants and descendants and
the spouse of such lineal ascendants or descendants.
1.17. Forfeitures
- ------------------
"Forfeitures" means the amount of a Participant's
Employer Matching Contributions Account and Profit Sharing Employer
Contributions Account that such Participant is not entitled to
receive under Section 7.04 upon the termination of his employment.
1.18. Full Time
- ----------------
"Full Time" means employment with the Employer for not
less than the number of hours specified by the Employer in the
Membership Agreement during the 12 consecutive calendar months for
which a determination is made.<PAGE>
<PAGE>
1.19. Highly-Compensated Employee
- ----------------------------------
"Highly-Compensated Employee" means a highly-compensated
active employee and a highly-compensated former employee. A highly-
compensated active employee includes any Employee who performs
service for the Employer during the determination year and who,
during the look-back year (a) received Compensation from the
Employer in excess of $75,000 multiplied by the Adjustment Factor;
(b) received Compensation from the Employer in excess of $50,000
multiplied by the Adjustment Factor and was a member of the top-
paid group for such year; or (c) was an officer of the Employer and
received Compensation during such year that is greater than 50% of
the dollar limitation in effect under Section 415(b)(1)(A) of the
Code.
The term Highly-Compensated Employee also includes (a)
Employees who are both described in the preceding sentence if the
term "determination year" is substituted for the term "look-back
year" and the Employee is one of the 100 Employees who received the
most Compensation from the Employer during the determination year;
and (b) employees who are 5% owners at any time during the look-
back year or determination year. If no officer has satisfied the
compensation requirement of (c) above during either a determination
year or look-back year, the highest paid officer for such year
shall be treated as a Highly-Compensated Employee. For this
purpose, the determination year shall be the Plan Year. The look-
back year shall be the 12-month period immediately preceding the
determination year.
A highly-compensated former employee includes any
Employee who separated from service (or was deemed to have
separated) prior to the determination year, performs no service for
the Employer during the determination year and was a highly-
compensated active employee for either the separation year or any
determination year ending on or after the
<PAGE>
<PAGE>
Employee's 55th birthday. If an Employee is, during a determination
year or look-back year, a Family Member of either a 5% owner who is
an active or former Employee or a Highly-Compensated Employee who
is one of the 10 most highly-compensated employees ranked on the
basis of compensation paid by the Employer during such year, then
the Family Member and the 5% owner of top-10 highly-compensated
employee shall be aggregated. In such case, the Family Member and
5% owner or top-10 highly-compensated employee shall be treated as
a single Employee receiving compensation and Plan contributions or
benefits equal to the sum of such compensation and contributions or
benefits of the Family Member and 5% owner or top-10 highly-
compensated employee.
The determination of who is a Highly-Compensated
Employee, including the determinations of the number and identity
of Employees in the top-paid group, the top 100 Employees, the
number of Employees treated as officers and the compensation that
is considered, will be made in accordance with Section 414(q) of
the Code and the regulations thereunder.
1.20. Hour of Service
- ----------------------
"Hour of Service" means
(a) each hour for which an Employee is paid, or
entitled to payment, for the performance of duties for the
Employer. These hours shall be credited to the Employee for the
computation period or periods in which the duties are performed:
(b) each hour for which an Employee is paid, or
entitled to payment, by the Employer on account of a period of time
during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty,
military duty or leave of absence. No more than 501<PAGE>
<PAGE>
Hours of Service shall be credited under this paragraph for any
single continuous period (whether or not such period occurs in a
single computation period). Hours under this paragraph shall be
calculated and credited pursuant to Section 2530.200b-2 of the
Department of Labor regulations which are incorporated herein by
reference; and
(c) each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the
Employer. An Hour of Service credited under paragraph (a) or (b)
above will not be credited under this paragraph (c). These hours
shall be credited to the Employee for the computation period or
periods to which the award or agreement pertains rather than the
computation period in which the award, agreement or payment is
made.
(d) Solely for the purpose of determining whether a Break
in Service has occurred for eligibility or vesting, an Employee who
is absent from work for maternity or paternity reasons shall
receive credit for the Hours of Service which would otherwise have
been credited but for such absence or, in any case in which such
hours cannot be determined, 8 Hours of Service per day of such
absence. The total number of hours treated as Hours of Service
under this paragraph shall not exceed 501 hours. For purposes of
this paragraph, an absence from work for maternity or paternity
reasons means an absence due to
(i) the pregnancy of the Employee;
(ii) the birth of a child of the Employee:
(iii) the placement of a child with the Employee
in connection with the adoption of such child by the Employee: or
(iv) the caring for a child for a period
beginning immediately after birth or placement.
<PAGE>
<PAGE>
The Hours of Service credited under this paragraph (d) shall be
credited either in the computation period in which the absence
begins if the crediting is necessary to prevent a Break in Service
in that period or, in all other cases, in the following computation
period.
Hours of Service will be credited for employment with
other members of an affiliated service group [under Section 414(m)
of the Code], a controlled group of corporations [under Section
414(b) of the Code] or a group of trades or businesses under common
control [under Section 414(c) of the Code] of which the Employer is
a member and any other entity required to be aggregated with the
Employer pursuant to Section 414(o) of the Code and the regulations
thereunder. Hours of Service will also be credited for any
individual considered an employee for purposes of this Plan under
Section 414(n) or 414(o) of the Code and the regulations
thereunder.
1.21. Inactive Participant
- ---------------------------
"Inactive Participant" means a Participant whose
employment with an Employer has continued but (a) whose partici-
pation has been suspended as a result of making a withdrawal
pursuant to Section 6.02 hereof; or (b) who has suspended his
deferrals pursuant to Section 3.01 hereof.
1.22. Leased Employee
- ----------------------
"Leased Employee" means any person (other than an
employee of the recipient) who, pursuant to an agreement between
the recipient and any other person (leasing organization), has
performed services for the recipient [or for the recipient and
related persons determined in accordance with Section 414(n)(6) of
the Code] on a substantially full-time basis for a period of at
least one year and such services are of a type historically
performed by employees in the
<PAGE>
<PAGE>
business field of the recipient employer. Contributions or benefits
provided a Leased Employee by the leasing organization which are
attributable to services performed for the recipient employer shall
be treated as provided by the recipient employer.
A Leased Employee shall not be considered an employee of
the recipient if (a) such employee is covered by a money purchase
pension plan providing (i) a nonintegrated employer contribution
rate of at least 10% of Compensation, as defined in Section
415(c)(3) of the Code, but including amounts contributed pursuant
to a salary reduction agreement which are excludable from the
employee's gross income under Section 125, Section 402(a)(8),
Section 402(h) or Section 403(b) of the Code; (ii) immediate
participation; and (iii) full and immediate vesting; and (b) Leased
Employees do not constitute more than 20% of the recipient's non-
highly-compensated work force.
1.23. Limitation Year
- ----------------------
"Limitation Year" means the 12-consecutive-month period
elected by the Employer in the Membership Agreement. All qualified
plans maintained by the Employer must use the same Limitation Year.
If the Limitation Year is amended to a different 12-consecutive-
month period, the new Limitation Year must begin on a date within
the Limitation Year in which the amendment is made.
1.24. Lower-Compensated Employee
- ---------------------------------
"Lower-Compensated Employee" means any Employee who is
neither a Highly-Compensated Employee nor a Family Member of a
Highly-Compensated Employee.
<PAGE>
<PAGE>
1.25. Master Plan
- ------------------
"Master Plan" means The Ohio Savings and Loan League
Master Salary Savings Plan and Trust embodied in this document, as
well as all amendments thereto.
1.26. Membership Agreement
- ---------------------------
"Membership Agreement" means the document attached hereto
by which an Employer elects to establish a qualified cash or
deferred arrangement under the terms of the Master Plan.
1.27. Normal Retirement Age
- ----------------------------
"Normal Retirement Age" means the age set by the Employer
in the Membership Agreement at which a Participant may retire and
receive his benefits under the Plan. If the Employer enforces a
mandatory retirement age, the Normal Retirement Age is the lesser
of that mandatory age or the age specified in the Membership
Agreement.
1.28. Owner-Employee
- ---------------------
"Owner-Employee" means an individual who is a sole
proprietor or partner who owns more than 10% of either the capital
or profits interest of the partnership.
1.29. Participant
- ------------------
"Participant" means either (a) an Employee who is
participating in the Plan in accordance with Article II for whom
Accounts are being maintained; or (b) an Inactive Participant for
whom Accounts are being maintained.
1.30. Partner-Employee
- -----------------------
"Partner-Employee" means a partner who owns 10% or less
of either the capital or profits interest of a partnership.
<PAGE>
<PAGE>
1.31. Plan
- -----------
"Plan" means the Employer's salary savings plan as
embodied by the Master Plan and the Membership Agreement.
1.32. Plan Administrator
- -------------------------
"Plan Administrator" means the Employer.
1.33. Plan Year
- ----------------
"Plan Year" means the 12-consecutive-month period
beginning and ending on the dates designated by the Employer in the
Membership Agreement.
1.34. Projected Annual Benefit
- -------------------------------
"Projected Annual Benefit" means the annual benefit to
which a Participant would be entitled under all Employer sponsored
defined benefit plans, assuming that the Participant continues
employment until his Normal Retirement Age (or current age, if
later), that the Participant's Compensation continues until his
Normal Retirement Age (or current age, if later) at the rate in
effect during the current Limitation Year and that all other
factors relevant for determining benefits under the plans remain
constant at the level in effect during the current Limitation Year.
1.35. Self-Employed Individual
- -------------------------------
"Self-Employed Individual" means an individual who has
Earned Income for the taxable year from the trade or business for
which the Plan is established. In addition, a "Self-Employed
Individual" includes an individual who would have had Earned Income
but for the fact that the trade or business had no net profits for
the taxable year.
<PAGE>
<PAGE>
1.36. Shareholder-Employee
- --------------------------
"Shareholder-Employee" means an employee or officer of an
electing small business (Subchapter S) corporation who owns [or is
considered as owning within the meaning of Section 318(a)(1) of the
Code], on any day during the taxable year of such corporation, more
than 5% of the outstanding shares of the corporation.
1.37. Spouse or Surviving Spouse
- ---------------------------------
"Spouse" or "Surviving Spouse" means the spouse or
surviving spouse of the Participant, provided that a former spouse
will be treated as the Spouse or Surviving Spouse and a current
spouse will not be treated as the Spouse or Surviving Spouse to the
extent provided under a qualified domestic relations order as
described in Section 414(p) of the Code.
1.38. Trust Fund
- -----------------
"Trust Fund" means all contributions received by the
Trustee under this Plan and Trust, investments thereof and earnings
and appreciation thereon.
1.39. Trustee
- --------------
"Trustee" means the person or persons designated by The
Ohio Savings and Loan League to enter into this agreement as
Trustee.
1.40. Valuation Date
- ---------------------
"Valuation Date" means the date or dates designated in
the Membership Agreement on which the fair market value of the
Trust Fund is determined for the purpose of valuing Participant
Accounts.
<PAGE>
<PAGE>
1.41. Year of Service
- ----------------------
"Year of Service" means a 12-consecutive-month period
during which an Employee is a Full-Time Employee of the Employer,
subject to any restrictions contained in the Membership Agreement.
ARTICLE II
----------
PARTICIPATION
--------------
2.01. Eligibility and Election to Participate
- ----------------------------------------------
Employees who meet the eligibility requirements contained
in the Membership Agreement on the Effective Date of the Plan shall
be eligible to become Participants as of the Effective Date of the
Plan. Other Employees shall be eligible to become Participants on
the Entry Date designated in the Membership Agreement once they
meet the eligibility requirements without a one-year Break in
Service. If the Employer chooses either the optional graded vesting
schedule or the cliff vesting schedule in the Membership Agreement,
the preceding sentence shall be read without the phrase "without a
one-year Break in Service."
To make Participant deferrals pursuant to Section 3.01,
the Employee must complete an enrollment form and designate a bene-
ficiary. An Employee, who declines to make Participant deferrals at
the time when he is initially eligible, shall nevertheless be a
Participant for all other purposes under the Plan and may elect to
make such deferrals on the next Entry Date thereafter, provided the
Employee completes the required form at least 15 days prior to such
date.
<PAGE>
<PAGE>
2.02. Eligibility Computation Period and Service
- -------------------------------------------------
For purposes of determining Years of Service and Breaks
in Service for purposes of eligibility, the 12-consecutive-month
period shall commence on the date on which an Employee first
performs an Hour of Service for the Employer and each anniversary
thereof.
All Years of Service with other members of the controlled
group of corporations, trades or businesses under common control or
members of an affiliated service group shall be credited for
purposes of determining an Employee's eligibility to participate.
Further, service for any predecessor employer or employers
designated in the Membership Agreement shall be treated as service
for the Employer, provided that if the Employer maintains the plan
of a predecessor employer, service with such employer shall be
treated as service for the Employer.
2.03. Plan Covering Owner-Employees
- ------------------------------------
If this Plan provides contributions or benefits for one
or more Owner-Employees who control both the Employer and one or
more other trades or businesses, this Plan and the plan established
for other trades or businesses must, when looked at as a single
plan, satisfy Code Sections 401(a) and (d) for the Employees of
this and all other trades or businesses. If the Plan provides
contributions or benefits for one or more Owner-Employees who
control one or more other trades or businesses, the employees of
the other trades or businesses must be included in a plan which
satisfies Code Sections 401(a) and (d) and which provides
contributions and benefits not less favorable than provided for
Owner-Employees under this Plan. If an individual is covered as an
Owner-Employee under the plans of two or more trades or businesses
which are not controlled and the individual controls a trade or
business, then the contributions or benefits of the employees under
the plan of the trades or businesses which are controlled must be
as favorable<PAGE>
<PAGE>
as those provided for him under the most favorable plan of the
trade or business which is not controlled. For the purpose of this
paragraph, an Owner-Employee, or two or more Owner-Employees, will
be considered to control a trade or business if the Owner-Employee,
or two or more Owner-Employees together, (a) own the entire
interest in an unincorporated trade or business; or (b) in the case
of a partnership, own more than 50% of either the capital interest
or the profits interest in the partnership. For purposes of the
preceding sentence, an Owner-Employee, or two or more Owner-
Employees, shall be treated as owning any interest in a partnership
which is owned, directly or indirectly, by a partnership which such
Owner-Employee, or such two or more Owner-Employees, are considered
to control within the meaning of the preceding sentence.
2.04. Reemployment
- -------------------
If a Participant whose employment has terminated is
subsequently reemployed, he shall be eligible to participate in the
Plan on his date of reemployment.
2.05. Employment After Normal Retirement Age
- ---------------------------------------------
A Participant who continues in the employ of the Employer
after his Normal Retirement Age shall continue to be a Participant
for all purposes of the Plan.
2.06. Notification
- -------------------
The Plan Administrator shall notify each person eligible
to participate in the Plan for the first time. If a person
considers himself to be eligible to participate in the Plan and
does not receive such notice from the Plan Administrator, he shall
notify the Employer of the facts upon which his eligibility is
based. Each Participant shall execute such documents, including<PAGE>
<PAGE>
designations and applications, as may reasonably be required by the
Plan Administrator to participate in the Plan.
2.07. Change in Employment Status
- ----------------------------------
In the event a Participant is no longer a member of an
eligible class of Employees and becomes ineligible to participate
in the Plan but has not incurred a one-year Break in Service, such
Employee will participate immediately upon returning to an eligible
class of Employees. If such Participant incurs a one-year Break in
Service, eligibility will be determined under the one-year Break in
Service rules of the Plan.
In the event an Employee who is not a member of an
eligible class of Employees becomes a member of an eligible class,
such Employee will participate in the Plan immediately if such
Employee has satisfied the eligibility requirements of this Article
II and would have otherwise previously become a Participant in the
Plan.
2.08. Designation of Beneficiary
- ---------------------------------
(a) Each Participant shall designate a beneficiary to
receive any death benefit payable under the Plan. In the event the
Participant dies before a distribution has occurred pursuant to
Section 7.01, 7.03 or 7.04, such distribution shall be paid to the
Participant's surviving Spouse.
If there is no Surviving Spouse, or if the Surviving
Spouse consents to forego receipt of the distribution in accordance
with paragraph (b) below, distribution shall be made to any person,
persons or entity designated by the Participant as a beneficiary
hereunder. If more than one beneficiary is named, the Participant
may specify the sequence and/or proportion in which payments must
be made to each beneficiary. In the absence of such specification,
payments<PAGE>
<PAGE>
shall be made in equal shares to all named beneficiaries. To the
extent otherwise consistent with this Plan, a Participant may
change his beneficiary from time to time by written notice
delivered to the Plan Administrator in the manner prescribed by the
Plan Administrator. If no beneficiary has been designated or if no
designated beneficiary is living at the time of the Participant's
death, payment of such death benefit, if any, to the extent
permitted by law, shall be made to the surviving person or persons
in the first of the following classes of successive preference of
beneficiaries: (i) Surviving Spouse; (ii) issue, then living, per
stirpes; (iii) executors or administrators. Any minor's share shall
be paid to such adult or adults as have, in the opinion of the Plan
Administrator, assumed custody and support of such minor. Proof of
death satisfactory to the Plan Administrator must be furnished
prior to the payment of any death benefit under the Plan.
(b) If the Participant's beneficiary under the Plan is
someone other than the Participant's Spouse, then such designation
is subject to the Spouse's consent. Spousal consent shall be valid
only if (i) it is made in writing on a form prescribed by the Plan
Administrator; (ii) the Spouse acknowledges the effect of the
consent; (iii) the Spouse consents to a specific alternate
beneficiary; and (iv) the consent and acknowledgment are witnessed
by a Plan representative or a notary public. If the Participant
establishes to the satisfaction of the Plan Administrator that such
written consent may not be obtained because his Spouse cannot be
located, a designation of a beneficiary other than his Spouse will
be deemed to have been made with spousal consent.
<PAGE>
<PAGE>
ARTICLE III
-----------
CONTRIBUTIONS
-------------
3.01. Contribution of Participant Deferrals
- ------------------------------------------
(a) Each Participant may elect for each Plan Year to
defer a percentage of his Compensation up to the maximum percentage
permitted in the Membership Agreement. Notwithstanding any
provision to the contrary contained in the Plan or the Membership
Agreement, Participant deferrals under this Plan, or any other
qualified plan maintained by the Employer, during any calendar
year, may not exceed $7,000 [or such other maximum amount
hereinafter approved by the Secretary of the Treasury from time to
time under Section 402(g)(5) of the Code] multiplied by the
Adjustment Factor. Other dollar limitations may apply to
Participant deferrals under Section 402(g) of the Code to the
extent that a Participant makes Participant deferrals to
arrangements other than cash or deferred arrangements under Section
402(h)(1)(B), 403(b), 457 or 501(c)(18) of the Code. Amounts
deferred by a Participant under this section shall be contributed
by the Employer to the Participant's Employee Deferral Account no
later than 30 days after the close of the Plan Year for which the
contributions are deemed to be made, or such other time as provided
in applicable regulations under the Code.
(b) In the event a Participant notifies the Plan
Administrator in writing by any March 1 that, with respect to the
previous calendar year, such Participant has made elective Parti-
cipant deferrals in excess of the amount described in Section
3.01(a) (taking into account for this purpose the aggregate salary
deferrals made by the Participant to all qualified cash or deferred
arrangements in which he participates), then the Plan Administrator
shall return to such Participant by the next following April 15 the
amount specified in such written notification of<PAGE>
<PAGE>
his elective Participant deferrals to the Plan during the previous
calendar year, adjusted for income or loss. Such written
notification shall be accompanied by the Participant's written
statement that if such amounts are not distributed, such excess
elective Participant deferrals, when added to amounts deferred
under other plans or arrangements described in Section 401(k),
408(k) or 403(b) of the Code, will exceed the limit imposed on the
Participant by Section 402(g) of the Code for the year in which the
deferral occurred. The income or loss allocable to excess elective
Participant deferrals shall be determined by multiplying the income
or loss allocable to the Participant's elective deferrals for the
Plan Year by a fraction, the numerator of which is the excess
elective Participant deferral on behalf of the Participant for the
preceding Plan Year and the denominator of which is the
Participant's account balance attributable to elective Participant
deferrals on the last day of the preceding Plan Year.
(c) Effective Date of Deferral Election
----------------------------------------
A Participant's election to make Participant deferrals
shall be effective on the Entry Date following the filing of such
election with the Plan Administrator, provided such election is
delivered no less than 15 days before it is effective.
(d) Change in Percentage or Suspension of Deferrals
----------------------------------------------------
A Participant's Participant deferral percentage will
remain in effect, notwithstanding any change in his Compensation,
until he elects to change such percentage. A Participant may elect
to change his deferral percentage by delivering an election to the
Plan Administrator. The change in deferral percentage shall be
effective on the Entry Date following the filing of such election.
<PAGE>
<PAGE>
A Participant may suspend his Participant deferrals at
any time during a Plan Year, provided a written request is filed
with the Plan Administrator. A Participant who suspends his
Participant deferrals shall be referred to as an Inactive Parti-
cipant and shall be ineligible to rejoin the Plan until the first
Entry Date after the effective date of such suspension.
(e) Status of Deferrals
-------------------
Participant deferrals under this section shall be made by
payroll deductions authorized by the Participant and shall be
contributed to the Plan by the Employer. Participant deferrals
constitute Employer contributions under the Plan and are intended
to qualify as elective contributions under Code Section 401(k).
Amounts allocated to a Participant's Employee Deferral Account
shall be fully vested in such Participant and nonforfeitable at all
times. The salary-deferral arrangement of this Plan and any other
plans of the Employer [which include a cash or deferred arrangement
under Section 401(k) of the Code and which are considered one plan
for purposes of Section 401(a)(4) or Section 410(b) of the Code]
shall be treated as one salary-deferral arrangement for purposes of
applying the provisions of this Article III.
3.02. Limitation of Participant Deferrals
- ------------------------------------------
(a) Notwithstanding Section 3.01, the deferral
percentages under Section 3.01 shall be modified as provided in
paragraph (c) if the requirements of paragraph (b) are not
satisfied.
(b) An actual deferral percentage shall be determined
for each Employee who is eligible to become a Participant. Such
percentage shall be his total Participant deferrals divided by his
Compensation in the Plan Year. With respect to Employees who are
eligible to, but make no deferrals under this Plan, such actual
deferral percentage shall be zero.
<PAGE>
<PAGE>
For purposes of determining the actual deferral
percentage of a Participant who is a Highly-Compensated Employee,
the elective deferrals and Compensation of such Participant shall
include the elective deferrals and Compensation of Family Members.
Family Members, with respect to Highly-Compensated Employees, shall
be disregarded as separate Employees in determining the actual
deferral percentage both for Participants who are Lower-Compensated
Employees and for Participants who are Highly-Compensated
Employees.
The determination and treatment of the elective deferrals
and the actual deferral percentage of any Participant shall satisfy
such other requirements as may be prescribed by the Secretary of
the Treasury.
The average of the actual deferral percentages for all
eligible Employees who are Highly-Compensated Employees (High
Average), when compared to the average of the actual deferral
percentages for all eligible Employees who are Lower-Compensated
Employees (Low Average), must meet one of the following
requirements:
(i) the High Average is no greater than the Low
Average times 1.25; or
(ii) the excess of the High Average over the Low
Average is not greater than 2% (or such lesser amount as the
Secretary of the Treasury shall prescribe to prevent the multiple
use of this alternative limitation with respect to any
Highly-Compensated Employee) and the High Average is no greater
than the Low Average times 2.0.
(c) The Plan Administrator shall make a determination
as of the last day of the Plan Year regarding the maximum Parti-
cipant deferral contribution which each Participant who<PAGE>
<PAGE>
is a Highly-Compensated Employee may elect to defer, and any
Participant who elected to defer more than his maximum permissible
Participant deferral contribution shall be deemed to have elected
to defer the maximum permissible Participant deferral contribution
as determined by the Plan Administrator. The determination of a
Participant's maximum permissible Participant deferral contribution
shall be made after first determining whether such Participant has
made excess elective Participant deferral contributions to the Plan
under paragraph (b) of Section 3.01. If it is determined as of the
end of the Plan Year that any amounts withheld by the Employer for
such Participant exceed the amounts determined permissible by the
Plan Administrator or if the amount of the Participant's
Participant deferral contribution would limit the contribution the
Employer has determined to make for its corresponding fiscal year,
then the excess amount or the portion of the Participant's
Participant deferral contribution which would so limit the
Employer's contribution, together with interest thereon (if any),
shall be returned by the Employer or the Trustee to the Participant
within 2 1/2 months after the end of the Plan Year, but in no event
later than the last day of the following Plan Year. In the event
such excess amount over the maximum permissible Participant
deferral contribution determined pursuant to paragraph (b)
(together with interest thereon) is not returned to the Participant
within 2 1/2 months after the end of the Plan Year, the Employer
shall be subject to an excise tax imposed under Section 4979 of the
Code equal to 10% of such excess amount.
For purposes of this paragraph (c), Participant deferral
contributions of Highly-Compensated Employees shall be reduced in
the order of their actual deferral percentages beginning with those
Highly-Compensated Employees with the highest actual deferral
percentage. The Plan Administrator shall have the right to limit or
reduce the Participant deferral contribu-
<PAGE>
<PAGE>
tions of Participants, as it determines necessary and in any manner
it determines, to ensure that the aggregate allocation to the
Employee Deferral Accounts of all Participants will not exceed the
amount permitted as a deduction by the Employer pursuant to the
Code and to ensure that, with respect to any particular
Participant, the amount credited to such Participant's Account for
the Plan Year does not exceed the amount permissible under Section
415 of the Code.
3.03. Participant Voluntary Contributions
- ------------------------------------------
If permitted in the Membership Agreement, a Participant
may elect to make voluntary contributions, in a fixed whole per-
centage, from 1% to 10% of his aggregate Compensation for all years
since becoming a Participant under this Plan and all other
qualified plans of the Employer, by payroll deduction pursuant to
the Participant's written authorization. Such amounts will be
credited to the Participant's Voluntary Contributions Account and
shall be fully vested in such Participant and nonforfeitable at all
times.
3.04. Rollover Contributions
- -----------------------------
If permitted in the Membership Agreement, Participants
may roll over distributions from other qualified pension or profit
sharing plans. Amounts so rolled over shall be credited to the
Participant's Rollover Account and shall be fully vested in such
Participant and nonforfeitable at all times. Amounts transferred
directly from other qualified pension or profit sharing plans shall
be treated hereunder as rollovers. Notwithstanding any provision
contained in this Section 3.04, this Plan shall not receive any
rollovers or direct transfers from any defined benefit plan, money
purchase pension plan (including a target benefit plan), stock
bonus or profit sharing plan which would otherwise provide for a
life annuity form of payment to any Participant.
<PAGE>
<PAGE>
3.05. Employer Matching Contributions
- --------------------------------------
If elected in the Membership Agreement, the Employer
shall contribute to the Plan an amount which equals a percentage of
the Participant deferrals made by Participants employed by the
Employer. The percentage of Employer matching contributions, if
any, shall be specified in the Membership Agreement. The amounts to
be so contributed by the Employer shall be credited to the
Participant's Employer Matching Contributions Account.
3.06. Profit Sharing Employer Contributions
- --------------------------------------------
If elected in the Membership Agreement, the Employer may
make an additional contribution during each Plan Year that the Plan
is in effect. The amount of this additional contribution shall be
determined in the discretion of the Employer.
3.07. Limitation of Participant Voluntary Contributions and
Employer Matching Contributions
- ------------------------------------------------------------
(a) Notwithstanding any provision contained herein,
the Average Contribution Percentage for Participants who are
Highly-Compensated Employees for each Plan Year and the Average
Contribution Percentage for Participants who are Lower-Compensated
Employees for the same Plan Year must satisfy one of the following
tests:
(i) the Average Contribution Percentage for
Participants who are Highly-Compensated Employees for the Plan Year
shall not exceed the Average Contribution Percentage for
Participants who are Lower-Compensated Employees for the same Plan
Year by 1.25; or
(ii) the Average Contribution Percentage for
Participants who are Highly-Compensated Employees for the Plan Year
shall not exceed the Average Contribution Percentage for
Participants who are Lower-Compensated Employees<PAGE>
<PAGE>
for the same Plan Year multiplied by two, provided that
the Average Contribution Percentage for Participants who are
Highly-Compensated Employees does not exceed the Average
Contribution Percentage for Participants who are Lower-Compensated
Employees by more than two percentage points or such lesser amount
as the Secretary of the Treasury shall prescribe to prevent the
multiple use of this alternative limitation with respect to any
Highly-Compensated Employee.
(b) For purposes of this section, the Contribution
Percentage for any Participant who is a Highly-Compensated Employee
and who is eligible to have Contribution Percentage Amounts
allocated to his Account under two or more plans described in
Section 401(a) of the Code, or arrangements described in Section
401(k) of the Code, that are maintained by the Employer, shall be
determined as if the total of such Contribution Percentage Amounts
was made under each plan.
(c) In the event that this Plan satisfies the
requirements of Section 410(b) of the Code only if aggregated with
one or more other plans, or if one or more other plans satisfy the
requirements of Section 410(b) of the Code only if aggregated with
this Plan, then this section shall be applied by determining the
Contribution Percentage of Employees as if all such plans were a
single plan.
(d) For purposes of determining the Contribution
Percentage of an Employee who is a Highly-Compensated Employee, the
Contribution Percentage Amounts and Compensation of such Employee
shall include the Contribution Percentage Amounts and Compensation
of Family Members. Family Members, with respect to
Highly-Compensated Employees, shall be disregarded as separate
Employees in determining the Contribution<PAGE>
<PAGE>
Percentage both for Employees who are Lower-Compensated Employees
and for Employees who are Highly-Compensated Employees.
(e) For purposes of determining the Contribution
Percentage test, Participant voluntary contributions are considered
to have been made in the Plan Year in which contributed to the
Trust. Employer matching contributions will be considered made for
a Plan Year if made by the date specified in the applicable
regulations and allocated to a Participant's Account for the Plan
Year.
(f) The determination and treatment of the Contribu-
tion Percentage of any Employee shall satisfy such other require-
ments as may be prescribed by the Secretary of the Treasury,
including the requirements of Sections 401(m)(6) and 4979 of the
Code.
(g) For purposes of this section, the following terms
shall have the specified meaning:
(i) "Average Contribution Percentage" shall
mean the average (expressed as a percentage) of the Contribution
Percentages of the Eligible Participants in a group.
(ii) "Contribution Percentage" shall mean
the ratio (expressed as a percentage) of the Participant's
Contribution Percentage Amounts to the Participant's Compensation
for the Plan Year.
(iii) "Contribution Percentage Amounts"
shall mean the sum of the Participant voluntary contributions and
Employer matching contributions under the Plan on behalf of the
Participant for the Plan Year. Such Contributions Percentage
Amounts shall include Forfeitures allocated to the Participant's <PAGE>
<PAGE>
Account, which shall be taken into account in the year in
which such Forfeiture is allocated.
(iv) "Eligible Participant" shall mean any
Employee who is eligible to make a Participant voluntary
contribution or to receive an Employer matching contribution
(including Forfeitures). Any Employee who is eligible to make a
Participant voluntary contribution but elects not to do so shall
nevertheless be treated as a Participant for all purposes under the
Plan.
(v) "Participant voluntary contribution"
shall mean a contribution made to the Plan pursuant to Section
3.03.
(vi) "Employer matching contribution" shall
mean a contribution made to the Plan pursuant to Section 3.05.
3.08. Multiple Use of the Alternative Limitation
- -----------------------------------------------
Notwithstanding any provision of this Article III, if one
or more Highly-Compensated Employees of the Employer is eligible to
participate both in a cash or deferred arrangement and in a plan to
which employee contributions and/or matching contributions are
made, the sum of the High Average specified in Section 3.02 and the
Average Contribution Percentage for Highly-Compensated Employees
specified in Section 3.07 shall not exceed the aggregate limit. For
purposes of this Section 3.08, the aggregate limit is the sum of
(a) 125% of the greater of
(i) the Low Average, as specified in
Section 3.02; or
(ii) the Average Contribution Percentage
for the Lower-Compensated Employees, as specified in Section 3.07;
and
<PAGE>
<PAGE> two plus the lesser of
(i) the Low Average; or
(ii) the Average Contribution Percentage
for the Lower-Compensated Employees.
(c) In no event shall the amount calculated under
paragraph (b) exceed 200% of the lesser of
(i) the Low Average; or
(ii) the Average Contribution Percentage
for the Lower-Compensated Employees.
For Plan Years through 1991 (or such date as may be
extended by issuance or lack of issuance of specific regulations as
specified in Notice 89-65 or subsequent information) an alternate
aggregate limit may be used if it produces a better test result.
The alternate aggregate limit shall be the sum of
(a) 125% of the lesser of
(i) the Low Average; or
(ii) the Average Contribution Percentage
for the Lower-Compensated Employees; and
(b) two plus the greater of
(i) the Low Average; or
(ii) the Average Contribution Percentage
for the Lower-Compensated Employees.
<PAGE>
<PAGE>
(c) In no event shall the amount calculated under
paragraph (b) exceed 200% of the lesser of
(i) the Low Average; or
(ii) the Average Contribution Percentage
for the Lower-Compensated Employees.
If it is determined, subsequent to the performance of the
tests in Sections 3.02 and 3.07 and subsequent to the end of the
Plan Year, that the test in this Section 3.08 has not been met, the
Average Contribution Percentage for Highly-Compensated Employees
must be reduced in the same manner as set forth in Section 3.07 so
that there is no multiple use of the alternative limitation. If the
reduction in the previous sentence is not sufficient to meet the
test in this Section 3.08, then the High Average must be reduced in
the same manner as set forth in Section 3.02 so that there is no
multiple use of the alternative limitation.
ARTICLE IV
----------
PARTICIPANT'S ACCOUNTS; ALLOCATIONS
-----------------------------------
4.01. Participant's Accounts
- -----------------------------
The Plan Administrator shall maintain Accounts as follows
for each Participant:
(a) an Employer Matching Contributions Account to
record
---------------------------------------------
(i) his share of the Employer matching
contributions, allocated under Section 4.02; and
(ii) his share of the net income, or net
losses, resulting from the investment thereof.
<PAGE>
<PAGE>
(b) a Profit Sharing Employer Contributions Account
to record
--------------------------------------------
(i) his share of the profit sharing
Employer contributions, allocated under Section 4.03; and
(ii) his share of the net income, or net
losses, resulting from the investment thereof.
(c) an Employee Deferral Account to record
--------------------------------------
(i) the Participant's Participant
deferrals, minus any withdrawals; and
(ii) his share of the net income, or net
losses, resulting from the investment thereof.
(d) a Voluntary Contributions Account to record
-------------------------------------------
(i) the Participant's voluntary
contributions minus any withdrawals; and
(ii) his share of the net income, or net
losses, resulting from the investment thereof.
(e) a Rollover Account to record
----------------------------
(i) the Participant's rollover from any
other qualified pension or profit sharing plan; and
(ii) his share of the net income, or net
losses, resulting from the investment thereof.
<PAGE>
<PAGE>
4.02. Allocation of Employer Matching Contributions
- ----------------------------------------------------
Employer matching contributions made under Section 3.05
shall be credited to each Participant's Employer Matching
Contributions Account as of each Valuation Date. In order to
receive an allocation of the Employer matching contributions for
any period, a Participant must be employed by the Employer on the
relevant Valuation Date.
4.03 Allocation of Profit Sharing Employer Contributions
- ---------------------------------------------------------
Profit sharing Employer contributions will be allocated
to each Participant's Profit Sharing Employer Contributions Account
in the ratio that such Participant's Compensation bears to the
total Compensation of all Participants. The Employer shall not make
any profit sharing Employer contributions on behalf of any
Participant who is not a Full-Time Employee during the Plan Year.
In addition, if so elected in the Membership Agreement, the
Employer shall not make any profit sharing Employer contributions
on behalf of any Participant who is not credited with at least 500
Hours of Service during the Plan Year and who is not employed with
the Employer on the last day of the relevant Plan Year, except for
those Employees that may be specified in the Membership Agreement.
4.04. Vesting of Participant Accounts
- --------------------------------------
Each Participant shall have a fully vested and nonfor-
feitable interest in any Participant deferral contributions when
made, voluntary contributions when made and rollover contributions
when transferred and the investment earnings thereon.
Amounts credited to a Participant's Employer Matching
Contributions Account and Profit Sharing Employer Contributions
Account shall become fully vested in such Participant and nonfor-
feitable in accordance with the vesting schedule contained in the
Membership Agreement. <PAGE>
<PAGE>
Notwithstanding the previous sentence, a Participant shall be fully
vested in his Employer Matching Contributions Account and his
Profit Sharing Employer Contributions Account at his Normal
Retirement Age on the date of his death or, if disability
retirement is permitted in the Membership Agreement, on the date of
his total and permanent disability.
The computation period for purposes of determining Years
of Service and one-year Breaks in Service, for purposes of
computing a Participant's nonforfeitable right to his Account
derived from Employer matching contributions and profit sharing
Employer contributions, shall commence on the date on which an
Employee first performs an Hour of Service for the Employer; and
each subsequent 12-consecutive-month period shall commence on the
anniversary thereof.
A Participant shall receive credit for a Year of Service
if he completes a sufficient number of Hours of Service to be
considered a Full-Time Employee at any time during the 12-
consecutive-month period. Consequently, a Year of Service may be
earned prior to the end of the 12-consecutive-month period and the
Participant need not be employed at the end of the 12-
consecutive-month period to receive credit for a Year of Service.
The determination of Years of Service for vesting purposes shall be
subject to any restrictions selected by the Employer in the
Membership Agreement.
If an Employee whose employment has terminated is
subsequently reemployed and he has incurred five or more consecu-
tive one-year Breaks in Service, all Years of Service after such
one-year Breaks in Service will be disregarded for the purpose of
determining whether his Employer Matching Contributions Account and
his Profit Sharing Employer Contributions Account that accrued
before such one-year Breaks in Service is nonforfeitable. Such a<PAGE>
<PAGE>
Participant's service prior to such one-year Breaks in Service will
count in determining whether Employer matching contributions
allocated to his Employer Matching Contributions Account and profit
sharing Employer contributions allocated to his Profit Sharing
Employer Contributions Account after such one-year Breaks in
Service are nonforfeitable only if (a) he had some nonforfeitable
interest in his Employer Matching Contributions Account and his
Profit Sharing Employer Contributions Account at the time of his
separation from service; or (b) his aggregate number of Years of
Service before such one-year Breaks in Service exceeds the number
of his consecutive one-year Breaks in Service.
If an Employee whose employment has terminated is
subsequently reemployed and he has not incurred five or more
consecutive one-year Breaks in Service, both his service prior to
such one-year Breaks in Service and his service after such one-year
Breaks in Service will count in determining whether Employer
matching contributions allocated to his Employer Matching
Contributions Account and profit sharing Employer contributions
allocated to his Profit Sharing Employer Contributions Account both
before and after such one-year Breaks in Service are nonfor-
feitable. Separate Employer Matching Contributions Accounts and
Profit Sharing Employer Contributions Accounts will be maintained
for the Employee's pre-break and post-break Employer contributions.
Both Employer Matching Contributions Accounts and both Profit
Sharing Employer Contributions Accounts will share in the earnings
and losses of the Trust Fund.
4.05. Allocation of Net Gains or Losses; Crediting of Accounts
- ---------------------------------------------------------------
As of each Valuation Date, the fair market value of the
Trust Fund shall be determined in accordance with Section 5.02. The
net increase or decrease in such values resulting<PAGE>
<PAGE>
from the investment of the assets therein and from administrative
expenses charged to the Trust Fund, if any, shall be apportioned to
each Participant's Accounts in proportion to the value thereof as
of the last preceding Valuation Date.
4.06. Limitation of Annual Additions
- -------------------------------------
(a) Basic Limitation
---------------------
Notwithstanding Sections 3.01 and 3.02 and subject to the
provisions of paragraphs (b) and (c) below, the maximum permissible
amount of Annual Additions allocated to any Participant's Accounts
for a Plan Year shall not exceed the lesser of (i) 25% of his
Compensation in such Limitation Year: or (ii) the defined
contribution dollar limitation: $30,000, or if greater, one-fourth
of the defined benefit dollar limitation set forth in Section
415(b)(1) of the Code as in effect for the Limitation Year. The
Compensation limitation referred to in (i) shall not apply to any
contribution for medical benefits within the meaning of Section
401(h) or 419A(f)(2) of the Code which is otherwise treated as an
Annual Addition under Section 415(1)(1) or 419A(d)(2) of the Code.
If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different 12-consecutive-month
period, the maximum permissible dollar amount under this section
shall not exceed $30,000 or, if greater, one-fourth of the defined
benefit dollar limitation set forth in Section 415(b)(1) of the
Code as in effect for the Limitation Year multiplied by a fraction,
the numerator of which shall be the number of months in the short
Limitation Year and the denominator of which shall be 12.
If the Participant does not participate in, and has never
participated in another qualified plan maintained by the Employer
or a welfare benefit fund as defined in Section 419(e) of the Code
maintained by the Employer or an individual medical account as
defined in Section<PAGE>
<PAGE>
415(1)(2) of the Code maintained by the Employer, which provides an
Annual Addition, the amount of Annual Additions which may be
credited to the Participant's Account for any Limitation Year will
not exceed the lesser of the maximum permissible amount or any
other limitation contained in this Plan. If the Employer
contribution that would otherwise be contributed or allocated to
the Participant's Account would cause the Annual Additions for the
Limitation Year to exceed the maximum permissible amount, the
amount contributed or allocated will be reduced so that the Annual
Additions for the Limitation Year will equal the maximum
permissible amount.
For purposes of this section, "Compensation" means a
Participant's Earned Income, wages, salaries and fees for profes-
sional services and other amounts received (without regard to
whether or not an amount is paid in cash) for personal services
actually rendered in the course of employment with the Employer to
the extent that the amounts are includable in gross income
(including, but not limited to, commissions paid salesmen, com-
pensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements and expense allowances) under a nonaccountable plan
(as described in Code Reg. Subsection 1.62-2(c)) and excluding the following:
(i) Employer contributions to a plan of
deferred compensation which are not includable in the Employee's
gross income for the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan to the
extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;
<PAGE>
<PAGE>
(ii) amounts realized from the exercise of
a nonqualified stock option or when restricted stock (or property)
held by the Employee either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture;
(iii) amounts realized from the sale,
exchange or other disposition of stock acquired under a qualified
stock option; and
(iv) other amounts which received special
tax benefits or contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of an
annuity described in Section 403(b) of the Code (whether or not the
contributions are actually excludable from the gross income of the
Employee). For purposes of applying the limitations of this
section, Compensation for a Limitation Year is the Compensation
actually paid or includable in gross income during such year.
Notwithstanding the preceding sentence, Compensation for a Parti-
cipant in a defined contribution plan who is permanently and
totally disabled (as defined in Section 22(e)(3) of the Code) is
the Compensation such Participant would have received for the
Limitation Year if the Participant had been paid at the rate of
Compensation paid immediately before becoming permanently and
totally disabled; such imputed Compensation for the disabled
Participant may be taken into account only if the Participant is
not a Highly-Compensated Employee (as defined in Section 414(q) of
the Code) and contributions made on behalf of such Participant are
nonforfeitable when made. For the purposes of this paragraph,
"disability" means inability to engage in any substantial gainful
activity by reason of any medically determinable physical or<PAGE>
<PAGE>
mental impairment that can be expected to result in death
or which has lasted or can be expected to last for a continuous
period of not less than 12 months. The permanence and degree of
such impairment shall be supported by medical evidence.
(b) Participation in Other Defined Contribution Plan
------------------------------------------------
The limitation of this Section 4.06 applies if, in
addition to this Plan, the Participant is covered under another
qualified master or prototype defined contribution plan maintained
by the Employer, a welfare benefit fund as defined in Section
419(e) of the Code maintained by the Employer or an individual
medical account as defined in Section 415(1) (2) of the Code
maintained by the Employer, which provides an Annual Addition
during any Limitation Year. The Annual Additions which may be
credited to a Participant's Account under this Plan for any such
Limitation Year will not exceed the maximum permissible amount
reduced by the Annual Additions credited to a Participant's Account
under the other plans and welfare benefit funds for the same
Limitation Year. If the Annual Additions with respect to the
Participant under other defined contribution plans and welfare
benefit funds maintained by the Employer are less than the maximum
permissible amount and the Employer contribution that would
otherwise be contributed or allocated to the Participant's Account
under this Plan would cause the Annual Additions for the Limitation
Year to exceed this limitation, the amount contributed or allocated
will be reduced so that the Annual Additions under all such plans
and funds for the Limitation Year will equal the maximum
permissible amount. If the Annual Additions with respect to the
Participant under such other defined contribution plans and welfare
benefit funds in the aggregate are equal to or greater than the
maximum permissible amount, no<PAGE>
<PAGE>
amount will be contributed or allocated to the Participant's
Account under this Plan for the Limitation Year.
Prior to determining the Participant's actual Compensa-
tion for the Limitation Year, the Employer may determine the
maximum permissible amount for a Participant in the manner
described in paragraph (d) of this Section 4.06. As soon as is
administratively feasible after the end of the Limitation Year, the
maximum permissible amount for the Limitation Year will be
determined on the basis of the Participant's actual Compensation
for the Limitation Year.
If, pursuant to the preceding paragraph, or as a result
of the allocation of Forfeitures, a Participant's Annual Additions
under this Plan and such other plans would result in an excess
amount for a Limitation Year, the excess amount will be deemed to
consist of the Annual Additions last allocated, except that Annual
Additions attributable to a welfare benefit fund or individual
medical account will be deemed to have been allocated first
regardless of the actual allocation date.
If an excess amount was allocated to a Participant on an
allocation date of this Plan which coincides with an allocation
date of another plan, the excess amount attributed to this Plan
will be the product of (i) the total excess amount allocated as of
such date times (ii) the ratio of (A) the Annual Additions
allocated to the Participant for the Limitation Year as of such
date under this Plan to (B) the total Annual Additions allocated to
the Participant for the Limitation Year as of such date under this
and all the other qualified master or prototype defined
contribution plans. Any excess amount attributed to this Plan will
be disposed in the manner described in paragraph (d) of this
Section 4.06.
<PAGE>
<PAGE>
If the Participant is covered under another qualified
defined contribution plan maintained by the Employer which is not
a master or prototype plan, Annual Additions which may be credited
to the Participant's Account under this Plan for any Limitation
Year will be limited in accordance with the preceding paragraphs of
this Section 4.06(b) as though the other plan were a master or
prototype plan unless the Employer provides other limitations in
the Membership Agreement.
For purposes of this Section 4.06, the term "master or
prototype plan" shall mean a plan the form of which is the subject
of a favorable opinion letter from the Internal Revenue Service.
(c) Participation in this Plan and Defined Benefit Plan
---------------------------------------------------
If a Participant has been a Participant in a qualified
defined benefit plan as defined in Section 3(35) of ERISA and
Section 414(j) of the Code maintained by the Employer, the sum of
the Participant's defined benefit plan fraction and defined
contribution plan fraction for any year shall not exceed one. The
Annual Additions which may be credited to the Participant's Account
under this Plan for any Limitation Year will be limited in
accordance with the Membership Agreement.
The defined benefit plan fraction is a fraction, the
numerator of which is the sum of the Participant's Projected Annual
Benefit under all defined benefit plans (whether or not terminated)
maintained by the Employer, and the denominator of which is the
lesser of (i) 1.25 times the dollar limitation determined for the
Limitation Year under Sections 415(b) and (c) of the Code; or (ii)
1.4 times the Participant's average annual earnings for the three
consecutive years that produce the highest average, including any
adjustments under Section 415(b) of the<PAGE>
<PAGE>
Code. Notwithstanding the previous sentence, if the Participant was
a Participant as of the first day of the first Limitation Year
beginning after December 31, 1986 in one or more defined benefit
plans maintained by the Employer which were in existence on May 6,
1986, the denominator of this fraction will not be less than 1.25
times the sum of the annual benefits under such plans which the
Participant had accrued as of the close of the last Limitation Year
beginning before January 1, 1987, disregarding any changes in the
terms and conditions of the plan after May 5, 1986. The preceding
sentence applies only if the defined benefit plans individually and
in the aggregate satisfied the requirements of Section 415 of the
Code for all Limitation Years beginning before January 1, 1987. All
qualified plans maintained by the Employer must use the same
Limitation Year.
The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the Annual Additions to the
Participant's Accounts under all defined contribution plans main-
tained by the Employer (whether or not terminated) for the current
and all prior years, including the Annual Additions attributable to
the Participant's nondeductible employee contributions to all
defined benefit plans (whether or not terminated) maintained by the
Employer, and the Annual Additions attributable to all welfare
benefit funds as defined in Section 419(e) of the Code and
individual medical accounts as defined in Section 415(1)(2) of the
Code, maintained by the Employer, and the denominator of which is
the sum of the maximum aggregate amounts for the current and all
prior Limitation Years of Service with the Employer (regardless of
whether a defined contribution plan was maintained by the
Employer). The maximum aggregate amount in any Limitation Year is
the lesser of (i) 1.25 times the dollar limitation determined under
<PAGE>
<PAGE>
Sections 415(b) and (d) of the Code in effect under Section
415(c)(1)(A) of the Code, or (ii) 35% of the Participant's
Compensation for such year.
If the Employee was a Participant as of the end of the
first day of the first Limitation Year beginning after December 31,
1986 in one or more defined contribution plans maintained by the
Employer which were in existence on May 6, 1986, the numerator of
this fraction will be adjusted if the sum of this fraction and the
defined benefit fraction would otherwise exceed 1.0 under the terms
of this Plan. Under the adjustment, an amount equal to the product
of (i) the excess of the sum of the fractions over 1.0 times (ii)
the denominator of this fraction will be permanently subtracted
from the numerator of this fraction. The adjustment is calculated
using the fractions as they would be computed as of the end of the
last Limitation Year beginning before January 1, 1987 and
disregarding any changes in the terms and conditions of the Plan
made after May 5, 1986 but using the Section 415 limitation
applicable to the first Limitation Year beginning on or after
January 1, 1987. The Annual Addition for any Limitation Year
beginning before January 1, 1987 shall not be recomputed to treat
all Employee contributions as Annual Additions.
For any years in which the Plan is "top heavy," "1.0"
shall be substituted for "1.25" in determining the defined benefit
fraction and the defined contribution fraction.
As to each Participant, if, in any Limitation Year, the
sum of the defined benefit plan fraction and the defined contri-
bution plan fraction exceeds 1.0, the rate of benefit accruals
under this Plan will be reduced so that the sum of the fractions
equals 1.0.
(d) Prior to determining the Participant's actual
Compensation for the Limitation Year, the Employer may determine
the maximum permissible amount for a Participant<PAGE>
<PAGE>
on the basis of a reasonable estimation of the Participant's
Compensation for the Limitation Year, uniformly determined for all
Participants similarly situated. As soon as is administratively
feasible after the end of the Limitation Year, the maximum
permissible amount for the Limitation Year will be determined on
the basis of the Participant's actual Compensation for the
Limitation Year.
If, pursuant to the preceding paragraph or as a result of
the allocation of Forfeitures, there is an excess amount, the
excess will be disposed of as follows:
(i) amounts attributable to the
Participant's voluntary contributions, to the extent they would
reduce the excess amount, will be returned to the Participant:
(ii) if after the application of
subparagraph (i) an excess amount still exists, amounts
attributable to the Participant's deferrals will be reduced. Such
amounts will be returned to the Participant as cash Compensation
and will be subject to all federal, state, municipal and/or county
taxes and other deductions which would apply to cash Compensation;
(iii) if after the application of
subparagraphs (i) and (ii) an excess amount still exists and the
Participant is covered by the Plan at the end of the Limitation
Year, the excess amount in the Participant's Account will be used
to reduce Employer profit sharing contributions (including any
allocation of Forfeitures) for such Participant in the next
Limitation Year and each succeeding Limitation Year if necessary;
provided, however, if after the application of subparagraphs (i)
and (ii) an excess amount still exists and the Participant is not
covered by the Plan at the end of the Limitation Year, the excess
amount will be<PAGE>
<PAGE>
held unallocated in a suspense account. The suspense
account will be applied to reduce future Employer profit sharing
contributions (including allocation of any Forfeitures) for all
remaining Participants in the next Limitation Year and each
succeeding Limitation Year if necessary;
(iv) if after the application of
subparagraphs (i), (ii) and (iii) an excess amount still exists and
the Participant is covered by the Plan at the end of the Limitation
Year, the excess amount in the Participant's Account will be used
to reduce Employer matching contributions for such Participant in
the next Limitation Year and each succeeding Limitation Year if
necessary provided, however, if after the application of
subparagraphs (i), (ii) and (iii) an excess amount still exists and
the Participant is not covered by the Plan at the end of the
Limitation Year, the excess amount will be held unallocated in a
suspense account. The suspense account will be applied to reduce
future Employer matching contributions for all remaining
Participants in the next Limitation Year and each succeeding
Limitation Year if necessary;
(v) if a suspense account is in existence
at any time during the Limitation Year pursuant to this paragraph,
it will not participate in the allocation of the Trust Fund's
investment gains and losses. If a suspense account is in existence
at any time during a particular Limitation Year, all amounts in the
suspense account must be allocated and reallocated to Participants'
Accounts before any Employer or any Employee contributions may be
made to the Plan for<PAGE>
<PAGE>
that Limitation Year. Excess amounts may not be
distributed to Participants or former Participants.
(e) For purposes of the determination of the limita-
tion on Annual Additions described in this Section 4.06, "employer"
shall mean the employer that adopts this Plan and all members of a
controlled group of corporations or commonly controlled trades or
businesses as defined in Code Sections 414(b) and (c) of the Code
as modified by Section 415(h) of the Code or affiliated service
groups as defined in Section 414(m) of the Code of which the
Employer is a part and any other entity required to be aggregated
with the Employer pursuant to regulations under Section 414(o) of
the Code as employed by a single employer. Such determination will
be made assuming the phrase "more than 50%" is substituted for the
phrase "at least 80%" each place it appears in Code Section
1563(a)(1).
4.07. Limitation of Reversion of Contributions
- -----------------------------------------------
Except as provided in paragraphs (a) through (c) below,
Employer matching contributions and profit sharing Employer con-
tributions made under the Plan shall be held for the exclusive
benefit of Participants and their beneficiaries and may not revert
to the Employer.
(a) Any contribution made by the Employer because of
a mistake of fact must be returned to the Employer within one year
of the contribution.
(b) In the event that the Commissioner of Internal
Revenue determines that the Plan is not initially qualified under
the Code, any contribution made incident to that initial qualifi-
cation by the Employer must be returned to the Employer within one
year after the date the initial qualification is denied, but only
if the application for the qualification is made by the<PAGE>
<PAGE>
time prescribed by law for filing the Employer's return for the
taxable year in which the Plan is adopted, or such later date as
the Secretary of the Treasury may prescribe.
(c) In the case of a contribution conditioned upon
its deductibility under Code Section 404, to the extent the
deduction is disallowed, the amount disallowed must be returned to
the Employer within one year after the disallowance.
ARTICLE V
---------
INVESTMENT OF CONTRIBUTIONS AND VALUATION OF TRUST FUND
-------------------------------------------------------
5.01. Undirected Investments
- -----------------------------
Unless the Employer elects, in the Membership Agreement,
to direct the investment of the assets of the Plan, all
contributions under the Plan shall be invested in a savings
account, certificate of deposit or equity or debt securities
(issued by an Association) at either the Association designated by
the Employer in the Membership Agreement or any other Association
designated by the Employer, in writing, to the Trustee. A separate
account or certificate of deposit shall be maintained for each type
of contribution elected by the Employer in the Membership Agreement
and each such account shall be carried in the name of "the Trustee
for (name of Employer) under The Ohio Savings and Loan League
Master Salary Savings Plan." Notwithstanding the previous sentence,
separate records of accounting shall be maintained by the Employer
for each Participant which reflect such Participant's portion of
each savings account or certificate of deposit.
5.02. Directed Investments
- ---------------------------
If the Employer elects, in the Membership Agreement, to
direct the investment of the assets of the Plan, a money market
account shall be established at the Association designated<PAGE>
<PAGE>
by the Employer in the Membership Agreement for the Plan. The
investment decisions for the assets held in such money market
account shall be made by the individual or individuals designated
in the Membership Agreement. Such investment shall be made through
a licensed broker-dealer, and neither the Trustee nor the Associa-
tion at which such money market account has been established shall
make any recommendations with respect to the disposition or
continued retention of any such investment. Neither the Trustee nor
the Association shall be under any duty or obligation to review any
investment to be acquired, held or disposed of pursuant to the
directions of the individual or individuals designated in the
Membership Agreement. The Employer hereby agrees to indemnify and
to defend the Trustee and the Association and to hold them harmless
from and against any claim or liability that may be asserted
against the Trustee or the Association by reason of any action
taken by the individual or individuals designated in the Membership
Agreement to make investment decisions pursuant to this Section
5.02.
5.03. Valuation of the Trust Fund
- ----------------------------------
As of each Valuation Date, the Trustee shall determine
the current market value of the net assets of the Trust Fund.
ARTICLE VI
----------
WITHDRAWALS WHILE EMPLOYED
--------------------------
6.01. Withdrawal of Employee Deferral Accounts
- -----------------------------------------------
Except as provided in Sections 3.01(b) and 3.02(c), the
balance to the credit of a Participant in his Employee Deferral
Account shall not be distributable until the Participant's
retirement, death, disability, separation from service with the
Employer, attainment of age 59 1/2,<PAGE>
<PAGE>
termination of the Plan (provided a total distribution is made and
the Employer does not establish a successor plan), the date of the
sale by the Employer of all of its assets (provided the affected
Participant continues in the employ of the corporation acquiring
such assets) or the date of the sale by the Employer of its
interest in a subsidiary (provided the affected Participant
continues in the employ of the subsidiary), except for any
withdrawal distributions for hardship, if permitted under Section
6.02 of the Plan. No portion of a Participant's Employee Deferral
Account shall be distributable merely by reason of the completion
of a stated period of participation or the lapse of a fixed number
of years.
6.02. Hardship Withdrawals
- ---------------------------
If permitted in the Membership Agreement, upon 30 days'
written notice to the Plan Administrator and subject to its
approval, a Participant may withdraw his Employee Deferral Account
as of the Valuation Date immediately preceding his withdrawal
request to the extent necessary to meet a financial hardship as
defined in the Membership Agreement. The amount of any withdrawal
under this section due to financial hardship shall not be in excess
of the amount necessary to meet such financial hardship.
An application for withdrawal pursuant to this section
may only be approved by the Plan Administrator if a Participant
either (a) certifies that his financial need cannot be met by
insurance, reasonable liquidation of assets (not itself creating a
hardship), cessation of Participant deferrals and Participant
voluntary contributions, by other distributions or nontaxable loans
from plans maintained by the Employer or by borrowing from
commercial sources on reasonable commercial terms; or (b) elects to
(i) suspend his Participant deferrals and all Participant voluntary
contributions to this Plan and all other plans maintained by the
Employer for a period of 12 months following his receipt of a
hardship distribution pursuant to this section; and (ii) have his
Participant deferrals to this Plan for his taxable year immediately
following the taxable year of the hardship distribution limited to
the applicable limit on Participant deferrals under Section 402(g)
of the Code minus his Participant deferrals for the taxable year of
the hardship distribution.
6.03. Withdrawal of Voluntary Contributions Account
- ----------------------------------------------------
A Participant shall, upon 30 days' prior written notice
to the Plan Administrator, be entitled to withdraw at any time his
Voluntary Contributions Account as of the Valuation Date
immediately following his withdrawal request. However, if the total
value of the Participant's Accounts, as defined in Section 1.01,
exceeds (or at the time of any prior distribution exceeded) $3,500,
the consent of the Participant's Spouse is also required.
<PAGE>
6.04. Amount and Payment of Withdrawals
- ----------------------------------------
All withdrawals under Article VI shall be effective as of
the Valuation Date immediately preceding the date the Plan
Administrator approves a withdrawal request from the Participant.
The amount of such withdrawal shall be subtracted from the
Participant's Account as of such Valuation Date and paid to the
Participant in a single sum as soon as administratively possible.
<PAGE>
<PAGE>
ARTICLE VII
-----------
AMOUNT AND DISTRIBUTION OF BENEFITS
-----------------------------------
7.01. Retirement Benefits
- --------------------------
(a) Normal Retirement
-----------------
The retirement benefit payable under the Plan in the case
of a Participant whose employment with the Employer is terminated
on or after his Normal Retirement Age shall be 100% of his Accounts
on the Valuation Date immediately following his termination of
employment. A Participant shall have a fully vested and
nonforfeitable interest in the benefit described in this paragraph
upon attainment of his Normal Retirement Age.
(b) Early Retirement
----------------
Any Participant who meets the requirements specified in
paragraph 10(a) of the Membership Agreement is eligible for early
retirement under the Plan. The retirement benefit payable under the
Plan in the case of a Participant who is eligible for early
retirement shall be 100% of his Accounts on the Valuation Date
immediately following his early retirement.
In the event a Participant meets the service requirement
specified above but separates from service before reaching the age
specified in the Membership Agreement, such Participant will, upon
satisfaction of the age requirement, commence to receive benefits,
unless elected otherwise.
7.02. Death Benefits
- ---------------------
The death benefit payable to a beneficiary under the Plan
in the case of a Participant whose employment with the Employer is
terminated due to his death shall be 100% of his Accounts on the
Valuation Date immediately following the Participant's death.<PAGE>
<PAGE>
7.03. Disability Benefits
- --------------------------
If permitted in the Membership Agreement, the disability
benefit payable under the Plan in the case of a Participant who
becomes totally and permanently disabled shall be 100% of his
Accounts on the Valuation Date immediately following the date of
his total and permanent disability. A Participant shall be deemed
totally and permanently disabled on the date that it is established
by a licensed physician selected by the Plan Administrator that he
is not able to perform his job for the Employer for which he is
reasonably suited as a result of his education, training and
experience. Such Participant must also qualify for Social Security
disability benefits.
7.04. Benefits Upon Termination of Employment
- ----------------------------------------------
The benefit payable under the Plan in the case of a
Participant whose employment with the Employer is terminated for
any reason other than retirement, death or disability shall be 100%
of his Employee Deferral Account, 100% of his Voluntary
Contributions Account, 100% of his Rollover Account and the
percentage of his Employer Matching Contributions Account and
Profit Sharing Employer Contributions Account to which he is
entitled pursuant to the vesting schedule contained in Section 4.04
based upon such Participant's Years of Service with the Employer at
the time of his termination of employment. The Participant shall be
entitled to the percentages of his Accounts, as described in the
preceding sentence, as of the immediately following Valuation Date.
If a Participant terminates service and the nonforfeitable amount
of his Accounts does not exceed (and at no time prior to a
distribution ever exceeded) $3,500, he shall receive a distribution
of the value of the entire nonforfeitable amount of such Accounts
after he has incurred a one-year Break in Service.
<PAGE>
<PAGE>
If a Participant terminates service and the nonfor-
feitable amount of his Accounts exceeds (or at the time of any
prior distribution exceeded) $3,500, if he elects (with his
Spouse's consent) to receive the nonforfeitable amount of his
Accounts, he may receive a distribution of such Accounts after he
has incurred a one-year Break in Service.
If a Participant terminates service and elects (with his
Spouse's consent) to receive the nonforfeitable amount of his
Accounts, the remaining portion of such Accounts, if any, shall be
treated as a Forfeiture. If the Participant elects to have
distributed less than the entire nonforfeitable amount of his
Accounts, the part of the remaining portion of such Accounts that
will be treated as a Forfeiture is the total forfeitable portion
multiplied by a fraction, the numerator of which is the amount of
the distribution, and the denominator of which is the total value
of the Participant's nonforfeitable Account.
If a Participant receives a distribution pursuant to this
section and the Participant resumes employment covered under this
Plan, the Participant's Employer Matching Contributions Account and
his Profit Sharing Employer Contributions Account will be restored
to their amounts on the date of distribution if the Participant
repays to the Plan the full amount of the distribution attributable
to Employer matching contributions and Employer profit sharing
contributions before the earlier of five years after the first date
on which the Participant is subsequently reemployed by the
Employer, or the date the Participant incurs five consecutive one-
year Breaks in Service following the date of distribution. If a
Participant is deemed to receive a distribution pursuant to this
section and he resumes employment covered under the Plan before the
date on which he incurs five consecutive one-year Breaks in
Service, upon the reemployment of such Participant, the Employer
Matching Contributions Account and the Profit Sharing Employer
Contributions<PAGE>
<PAGE>
Account of the Participant will be restored to their amounts on the
date of such deemed distribution.
7.05. Distribution of Benefits
- -------------------------------
Amounts distributable pursuant to Section 7.01, 7.02,
7.03 or 7.04 will be distributed to the Participant, or his
beneficiary, in either a single sum payment in cash or in annual
installment payments in cash.
If a Participant's Accounts are to be distributed in
other than an immediate lump sum, minimum annual payments under the
Plan must be paid over one of the following periods (or a
combination thereof):
(a) a period certain not extending beyond the life
expectancy of the Participant; or
(b) a period certain not extending beyond the joint
and last survivor expectancy of the Participant and a designated
beneficiary.
7.06. Minimum Distributions
- ----------------------------
(a) If a Participant's benefit is to be distributed
over (i) a period not extending beyond the life expectancy of the
Participant or the joint life and last survivor expectancy of the
Participant and the Participant's designated beneficiary; or (ii)
a period not extending beyond the life expectancy of the designated
beneficiary, the amount required to be distributed for each
calendar year, beginning with distributions for the first
distribution calendar year, must at least equal the quotient
obtained by dividing the Participant's benefit by the applicable
life expectancy.
(b) For calendar years beginning before January 1,
1989, if the Participant's Spouse is not the designated benefici-
ary, the method of distribution selected must assure that at <PAGE>
<PAGE>
least 50% of the present value of the amount available for dis-
tribution is paid within the life expectancy of the Participant.
(c) For calendar years beginning after December 31,
1988, the amount to be distributed each year, beginning with dis-
tributions for the first distribution calendar year shall not be
less than the quotient obtained by dividing the Participant's
benefit by the lesser of (i) the applicable life expectancy; or
(ii) if the Participant's Spouse is not the designated beneficiary,
the applicable divisor determined from the table set forth in Q&A-4
of Section 1.401(a)(9)-2 of the proposed regulations. Distributions
after the death of the Participant shall be distributed using the
applicable life expectancy in paragraph (a) above as the relevant
divisor without regard to proposed regulations under Section
1.401(a)(9)-2.
(d) The minimum distribution required for the
Participant's first distribution calendar year must be made on or
before the Participant's required beginning date. The minimum
distribution for other calendar years, including the minimum
distribution for the distribution calendar year in which the
Participant's required beginning date occurs, must be made on or
before December 31 of that distribution calendar year.
(e) All distributions required under this Article VII
shall be determined and made in accordance with the proposed
regulations under Code Section 401(a)(9), including the minimum
distribution incidental benefit requirement of Section 1.401(a)(9)-
2 of such proposed regulations.
7.07. Rules Applicable to Distributions of Death Benefits
- ----------------------------------------------------------
(a) If the distribution of the Participant's Accounts
has begun and he dies before such Accounts have been distributed to
him, the remaining portion of such Accounts will<PAGE>
<PAGE>
be distributed at least as rapidly as under the method of
distribution being used prior to the Participant's death.
(b) Subject to the succeeding paragraph, if the
Participant dies before his distribution has begun, distribution of
his Accounts shall be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death except
to the extent that an election is made to receive distributions in
accordance with either of the following options:
(i) if any portion of the Participant's
Accounts is payable to a designated beneficiary, distributions may
be made over the life or over a period certain not greater than the
life expectancy of the designated beneficiary commencing on or
before December 31 of the calendar year immediately following the
calendar year in which the Participant died; or
(ii) if the designated beneficiary is the
Participant's Surviving Spouse, the date distributions are required
to begin in accordance with (i) above shall not be earlier than the
later of (A) December 31 of the calendar year immediately following
the calendar year in which the Participant died; and (B) December
31 of the calendar year in which the Participant would have
attained age 70 1/2.
(c) If the Participant has not made an election
pursuant to this section by the time of his death, the
Participant's designated beneficiary must elect the method of
distribution no later than the earlier of (i) December 31 of the
calendar year in which distributions would be required to begin
under this section: or (ii) December 31 of the calendar year which
contains the fifth anniversary of the date of death of the
Participant. If the Participant has no designated<PAGE>
<PAGE>
beneficiary, or if the designated beneficiary does not elect a
method of distribution, distribution of the Participant's entire
Accounts must be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.
(d) If the Surviving Spouse dies before distribution
to said Spouse begins, this section shall apply as if the Surviving
Spouse were the Participant. Life expectancy of a Surviving Spouse
may be recalculated annually; however, in the case of any other
designated beneficiary, such life expectancy will be calculated at
the time that payment first commences without further calculations.
In addition, any amount paid to a child of the Participant will be
treated as if it had been paid to the Surviving Spouse if the
amount becomes payable to the Surviving Spouse when the child
reaches the age of majority. Life expectancy and joint and last
survivor expectancy shall be computed by use of the expected return
multiplied in Tables V and VI of Section 1.72-9 of the income tax
regulations.
(e) For the purposes of this section, distribution of
a Participant's Accounts is considered to begin on the Partici-
pant's required beginning date [or, if paragraph (d) above is
applicable, the date distribution is required to begin to the
Surviving Spouse pursuant to paragraph (b) above].
7.08. Timing of Distributions
- ------------------------------
Unless the Participant elects otherwise, distributions
under the Plan pursuant to this Article VII will begin no later
than 60 days after the latest of the close of the Plan Year in
which (a) the Participant attains age 65 (or his Normal Retirement
Age, if earlier); (b) occurs the tenth anniversary of the year in
which the Participant commenced participation in the Plan; or (c)
the Participant terminates service with the Employer. In no event
will the entire interest of a<PAGE>
<PAGE>
Participant be distributed, or commence to be distributed, later
than the Participant's required beginning date. With respect to a
death benefit payable to a Surviving Spouse, the Surviving Spouse
may elect to have distributions under the Plan to commence within
90 days following the date of the Participant's death.
Notwithstanding the foregoing, the failure of a Parti-
cipant and Spouse to consent to a distribution while a benefit is
immediately distributable shall be deemed to be an election to
defer commencement of payment of any benefit sufficient to satisfy
this section.
7.09. Definitions
- -----------------
For purposes of this Article VII, the following terms
shall have the meanings set forth in this Section 7.09.
(a) Applicable life expectancy. The life expectancy (or
joint and last survivor expectancy) calculated using the attained
age of the Participant (or designated beneficiary) as of the
Participant's (or designated beneficiary's) birthday in the
applicable calendar year reduced by one for each calendar year
which has elapsed since the date life expectancy was first calcu-
lated. If life expectancy is being recalculated, the applicable
life expectancy shall be the life expectancy as so recalculated.
The applicable calendar year shall be the first distribution
calendar year and, if life expectancy is being recalculated, such
succeeding calendar year.
(b) Designated beneficiary. The individual who is
designated as the beneficiary under the Plan in accordance with
Code Section 401(a)(9) and the proposed regulations thereunder.
(c) Distribution calendar year. A calendar year for
which a minimum distribution,is required. For distributions
beginning before the Participant's death, the first distribution<PAGE>
<PAGE>
calendar year is the calendar year immediately preceding the
calendar year which contains the Participant's required beginning
date. For distributions beginning after the Participant's death,
the first distribution calendar year is the calendar year in which
distributions are required to begin pursuant to Section 7.07.
(d) Required beginning date.
-----------------------
(i) General rule. The required beginning
date of a Participant is the first day of April of the calendar
year following the calendar year in which the Participant attains
age 70 1/2.
(ii) Transitional rules. The required
beginning date of a Participant who attains age 70 1/2 before
January 1, 1988 shall be determined in accordance with (A) or (B)
below:
(A) Non-5% owners. The required beginning
date of a Participant who is not a 5% owner is the first day of
April of the calendar year following the calendar year in which the
later of retirement or attainment of age 70 1/2 occurs.
(B) 5% owners. The required beginning date
of a Participant who is a 5% owner during any year beginning after
December 31, 1979 is the first day of April following the later of
(1) the calendar year in which the
Participant attains age 70 1/2; or
<PAGE>
<PAGE>
(2) the earlier of the calendar year
with or within which ends the Plan Year in which the Participant
becomes a 5% owner or the calendar year in which the Participant
retires.
The required beginning date of a Participant who is not
a 5% owner, who attains age 70 1/2 during 1988 and who has not
retired as of January 1, 1989 is April 1, 1990.
(iii) 5% owner. A Participant is treated as
a 5% owner for purposes of this section if such Participant is a 5%
owner as defined in Section 416(i) of the Code (determined in
accordance with Section 416 but without regard to whether the Plan
is top heavy) at any time during the Plan Year ending with or
within the calendar year in which such owner attains age 66 1/2 or
any subsequent Plan Year.
(iv) Once distributions have begun to a 5%
owner under this section, they must continue to be distributed,
even if the Participant ceases to be a 5% owner in a subsequent
year.
(e) Participant's Benefit.
(i) The Account as of the last Valuation
Date in the calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the amount of
any contributions or Forfeitures allocated to the Account as of
dates in the valuation calendar year after the Valuation Date and
decreased by distributions made in the valuation calendar year
after the Valuation Date.
<PAGE>
<PAGE>
(ii) For purposes of subparagraph (i)
above, if any portion of the minimum distribution for the first
distribution calendar year is made in the second distribution
calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution
calendar year shall be treated as if it had been made in the
immediately preceding distribution calendar year.
7.10. Transitional Rule
- ------------------------
(a) Notwithstanding the other requirements of this
article, distribution on behalf of any Employee, including a 5%
owner, may be made in accordance with all of the following
requirements (regardless of when such distribution commences):
(i) the distribution by the Trust is one
which would not have disqualified such Trust under Section
401(a)(9) of the Internal Revenue Code as in effect prior to
amendment by the Deficit Reduction Act of 1984;
(ii) the distribution is in accordance with
a method of distribution designated by the Employee whose interest
in the Trust is being distributed or, if the Employee is deceased,
by a beneficiary of such Employee;
(iii) such designation was in writing, was
signed by the Employee or the beneficiary and was made before
January 1, 1984;
(iv) the Employee had accrued a benefit
under the Plan as of December 31, 1983;
(v) the method of distribution designated
by the Employee or the beneficiary specifies the time at which
distribution will commence, the period<PAGE>
<PAGE>
over which distributions will be made and, in the case of
any distribution upon the Employee's death, the beneficiaries of
the Employee listed in order of priority.
(b) A distribution upon death will not be covered by
this transitional rule unless the information in the designation
contains the required information described above with respect to
the distributions to be made upon the death of the Employee.
(c) For any distribution which commences before
January 1, 1984 but continues after December 31, 1983, the Employee
or the beneficiary to whom such distribution is being made will be
presumed to have designated the method of distribution under which
the distribution is being made if the method of distribution was
specified in writing and the distribution satisfies the
requirements in subparagraphs (i) and (v).
(d) If a designation is revoked, any subsequent
distribution must satisfy the requirements of Section 401(a)(9) of
the Code and the proposed regulations thereunder. If a designation
is revoked subsequent to the date distributions are required to
begin, the Trust must distribute by the end of the calendar year
following the calendar year in which the revocation occurs the
total amount not yet distributed which would have been required to
have been distributed to satisfy Section 401(a)(9) of the Code and
the proposed regulations thereunder but for the Section 242(b)(2)
election. For calendar years beginning after December 31, 1988,
such distributions must meet the minimum distribution incidental
benefit requirements in Section 1.401(a)(9)-2 of the proposed
regulations. Any changes in the designation will be considered to
be a revocation of the designation. However, the mere substitution
or addition of another beneficiary (one not named in the
designation) under the designation will not be considered to be a
revocation of the designation, so long as such substitution or
addition does not alter the<PAGE>
<PAGE>
period over which distributions are to be made under the
designation, directly or indirectly (for example, by altering the
relevant measuring life). In the case in which an amount is
transferred or rolled over from one plan to another plan, the rules
in Q&A J-2 and Q&A J-3 shall apply.
ARTICLE VIII
-------------
ADMINISTRATION
--------------
8.01. Trustee
- --------------
The Trustee shall act as Trustee of the Master Plan. The
Trust shall be deemed to form a part of this Plan, and any and all
rights or benefits which may accrue to any person under this Plan
shall be subject to all the terms and provisions of the Trust. The
Trustee shall be entitled to reasonable compensation for its
services. If the Participant's Account is opened after January 1,
the full fee shall be due and payable for the balance of the first
year. This fee shall be payable by the Association and remitted
with the annual report in January of each year. The Association
shall have the option of deducting the fee from the Participant's
individual savings account.
Taxes of any and all kinds whatsoever that may be levied
or assessed under existing or future laws upon or with respect to
the Trust or any money, securities or other property forming a part
thereof, except any taxes properly attributable to any Participant
or his beneficiary or beneficiaries, shall be paid by the Trustee
out of the Trust Fund; and until paid, the same shall constitute a
charge upon the Trust Fund.
<PAGE>
<PAGE>
8.02 Trust
- -----------
The Ohio Savings and Loan League hereby establishes with
the Trustee a Trust, as part of the Plan, consisting of such sums
of money and other property as shall from time to time be paid or
delivered to the Trustee, and such earnings and profits thereon as
may occur from time to time. All such money and other property and
all investments and reinvestments made therewith or proceeds
thereof and all earnings and profits thereon, less the payments
which shall have been made by the Trustee as authorized herein, are
referred to herein as the "Trust Fund." Legal title to the Trust
Fund shall be held by the Trustee and dealt with solely in
accordance with the express provisions of this Section 8.02.
The Trustee is directed and authorized (a) to hold,
invest and reinvest the Trust Fund; (b) to pay monies from the
Trust Fund pursuant to the order of an Employer as provided in the
Plan for the purpose of distributing to the persons entitled
thereto the benefits due them; and (c) to pay the expenses of the
Trust and Plan as hereinafter provided. Except as may be provided
in Section 4.07, no part of the corpus or income of the Trust
shall, in any event, be used for or diverted to purposes other than
for the exclusive benefit of persons entitled to benefits under the
Plan.
The Trustee shall invest the Fund and keep the same
invested in a savings account, certificate of deposit or equity or
debt securities (issued by the Association) at either the
Association designated by the Employer in the Membership Agreement
or at any Association designated by the Employer, in writing, to
the Trustee. Despite any other provisions hereof, the Trustee may
not invest in or hold any property, if and to the extent such
investment or holding could constitute a violation of ERISA.
<PAGE>
<PAGE>
Subject to its obligation not to engage in or cause the
Plan to engage in a prohibited transaction within the meaning of
ERISA, or otherwise to violate ERISA, the Trustee is authorized and
empowered
(a) from time to time, to employ suitable agents and
counsel (including investment counsel) and to pay them and other
persons, firms or corporations rendering services in connection
with the Plan or the Trust reasonable expenses and compensation;
however, the Trustee shall not be responsible for any loss
occasioned by such agents or legal counsel selected with reasonable
care;
(b) to do all acts which it may deem necessary or
proper and to exercise any and all powers of the Trustee under this
Section 8.02 upon such terms and conditions as it may deem to be
for the best interests of the Trust Fund.
The expenses incurred by the Trustee in the performance
of its duties hereunder, including reasonable expenses and com-
pensation as aforesaid for agents and counsel and other persons,
firms or corporations, the Trustee's reasonable compensation and
all other proper charges and disbursements of the Trustee,
including any and all taxes of any kind whatsoever which may be
levied or assessed under existing or future laws of any juris-
diction upon, or in respect of, the Trust hereby created or the
Trust Fund or any money or property forming a part thereof may be
paid by the Association pursuant to Section 8.01 of the Plan, in
whole or in part, at its election; provided, however, that if the
Association shall not elect to pay said expenses, in whole or in
part, then any unpaid expenses shall be paid by the Trustee out of
the Trust Fund; and the aforesaid expenses, to the extent that they
are not paid by the Association, shall constitute a charge upon the
Trust Fund.
<PAGE>
<PAGE>
The Association shall keep accurate and detailed accounts
of all investments, receipts and disbursements and other
transactions hereunder; and all accounts, books and records
relating thereto shall be open at all reasonable times to inspec-
tion and audit by any person designated by the participating
Employer or by the Trustee. The Association shall forward to the
Trustee upon request (including an annual report in January of each
year) a statement of the contributions, earnings and current
balance in each savings account.
Each Employer, upon application to The Ohio Savings and
Loan League, shall be entitled to receive a statement of the cur-
rent status of the assets held for the benefit of its Employees.
The Trustee shall be entitled to rely on all accounts rendered by
the Association.
Any Trustee may be removed as to any particular Employer
by action of that Employer or, as to all Employers, by action of
all Employers collectively or by The Ohio Savings and Loan League
at any time upon 60 days' notice in writing to the Trustee and The
Ohio Savings and Loan League. A Trustee may resign at any time as
to any particular Employer or as to all Employers collectively upon
60 days' notice in writing to the Employer and The Ohio Savings and
Loan League. Upon such removal or resignation of the Trustee, The
Ohio Savings and Loan League shall within 30 days appoint and
designate a successor Trustee, who shall qualify as such by
delivering a written acceptance of the Trust to The Ohio Savings
and Loan League; and the Trustee shall assign and transfer and pay
over to such successor Trustee all cash and other property then
constituting the Trust Fund less any amounts constituting charges
and expenses not therefor paid, whether in connection with the
settlement of its accounts or otherwise. Within a reasonable period
after the removal or resignation of the Trustee, the Trustee shall
file with The Ohio Savings and Loan League a written report setting
forth all investments, receipts,<PAGE>
<PAGE>
disbursements and other transactions effected by it during such
fiscal year or during the period from the close of such fiscal year
to the date of such removal or resignation, including a description
of all cash and other property held at the end of such calendar
year or other period, with the fair market value of such assets.
Any successor Trustee shall have all the powers and
responsibilities herein conferred upon the original Trustee.
Any action by an Employer pursuant to any of the
provisions of this agreement shall be evidenced by a written
instruction to the Trustee by the Employer. The Ohio Savings and
Loan League and the Trustee shall act, and shall be fully protected
in acting, in accordance with such written instructions; and The
Ohio Savings and Loan League and the Trustee shall be indemnified
by the Employer for any liability incurred as a result of the
Employer's instructions or lack of instructions. The preceding
sentence shall not affect or diminish the rights of any
Participants. If at any time an Employer shall be incapable of
providing instructions to the Trustee, the Trustee may act, and
shall be protected in acting, without such instructions as in its
discretion it deems advisable under the circumstances for carrying
out the provisions of the Trust. The Trustee shall be fully
protected in making payments of monies upon requisition of the
Employer and shall be charged with no responsibility whatsoever
respecting the application of such monies or for the administration
of the Plan. The Employer shall promptly furnish to the Trustee
from time to time certificates evidencing the names of all parties
or the proprietor, together with specimens of their signatures. The
Trustee shall be entitled to rely upon such certificates as
evidence of the identity and authority of the persons disclosed
thereby.
This Trust is hereby declared irrevocable, but The Ohio
Savings and Loan League reserves the right at any time and from
time to time (a) to modify or amend in whole or in part<PAGE>
<PAGE>
by written agreement with the Trustee any or all of the provisions
of this agreement: or (b) to terminate this agreement upon 30 days'
notice in writing to the Trustee; provided, however, that no
modification or amendment which affects the rights, duties or
responsibilities of the Trustee may be made without the Trustee's
consent. In the event of termination of the Trust, the limitation
on distribution of benefits, as stipulated in the Master Plan,
shall continue to apply. In making such or any other payments or
deliveries to or on order of an Employer, however, the Trustee
shall have no duty to determine whether or not they constitute any
use or diversion of the Trust Fund for purposes other than the
payment or provision for the payment of the retirement benefits and
the cash payments provided for in the Plan.
8.03. Plan Administrator
- -------------------------
The duties of the Plan Administrator shall include, but
not be limited to, determining the eligibility of each Participant
to participate in and to receive benefits under the Plan; settling
questions arising from the operation of the Plan; maintaining such
records as may be necessary for the effective administration of the
Plan and preparing such forms, reports and returns as may be
required by applicable federal and state law and employing
accountants, actuaries, clerical help, legal counsel or such other
assistance as may be required by law or as the Plan Administrator
in its discretion shall deem advisable.
8.04. Qualified Domestic Relations Orders
- ------------------------------------------
The Plan Administrator shall determine whether domestic
relations orders represent "qualified domestic relations orders" as
that term is defined in Code section 414(p) or a successor
provision. If the Plan Administrator determines the order is a
qualified domestic relations order, it shall direct the manner and
time of distribution pursuant to the order. Prior to such<PAGE>
<PAGE>
determination, the Plan Administrator shall promptly notify the
Participant affected with respect to the order and any payee under
the order of the receipt of the order. The Plan Administrator shall
send such notices to the address set forth in the order or, if the
address is not set forth therein, to the last known address. Such
notice shall state that the Plan Administrator is in the process of
determining whether the order is a qualified domestic relations
order, and such notice shall also permit a reasonable period under
the circumstances for comment with respect to such determination.
During such period, the Plan Administrator shall cause the amounts
otherwise payable under the order to be segregated in a separate
Account. After the determination is made, the Plan Administrator
shall notify the Participant and any payee under the order of such
determination. Any payee may designate a representative for receipt
of copies of notices sent to the payee with respect to the order.
8.05. Claims Procedure
- -----------------------
The Plan Administrator shall give written notice to any
Participant or beneficiary of the denial of a claim for the com-
mencement or continuation of benefits under the Plan. Such notice
shall be delivered to the claimant or sent to the claimant's last
known address and shall include a specific reference or references
to pertinent Plan provisions upon which the denial is based, a
description of any additional material or information for the
claimant to perfect his claim, which description shall indicate why
such material or information is needed and an explanation of the
Plan's claims review procedure.
In the event that the claimant wishes to appeal his
claim's denial, he or his duly authorized representative shall file
a written request with the Plan Administrator for a review. Such
request must be made within 60 days of the receipt by the claimant
of the notice of his<PAGE>
<PAGE>
claim denial. The claimant or his representative may review
pertinent documents relating to the claim and its denial and may
submit issues and comments in writing to the Plan Administrator.
The Plan Administrator shall hear such appeal and shall make a
decision on the merits of the claim within 60 days of receipt of a
request for review or, if circumstances require an extension of
time for processing, then as soon as practicable but not later than
120 days after receipt of a request for review. The decision on
review shall be in writing and shall include specific reasons
therefor and specific references to the pertinent Plan provisions
on which the decision is based.
ARTICLE IX
----------
AMENDMENT TO THE PLAN
---------------------
9.01. Right to Amend
- ---------------------
Except as provided herein, The Ohio Savings and Loan
League may amend any part of the Master Plan. Except for (a)
changes to the choice of options in the Membership Agreement; (b)
amendments stated in the Membership Agreement which allow the Plan
to satisfy Code Section 415 or to avoid duplication of minimums
under Code Section 416 because of the required aggregation of
multiple plans; or (c) adoption of certain model amendments
published by the Internal Revenue Service which specifically
provide that their adoption will not cause the Plan to be treated
as individually-designed, if the adopting Employer amends the Plan
or nonelective portions of the Membership Agreement, it will no
longer participate in the Master Plan but will be considered to
have an individually-designed plan. An Employer that amends the
Plan for any other reason, including a waiver of the minimum
funding requirement under Section<PAGE>
<PAGE>
412(d) of the Code, will no longer participate in the Master Plan
and will be considered to have an individually-designed plan.
If the Plan's vesting schedule is amended or the Plan is
amended in any way that directly or indirectly affects the
computation of the Participant's nonforfeitable percentage or if
the Plan is deemed amended by an automatic change to or from a top
heavy vesting schedule, each Participant with at least three Years
of Service with the Employer may elect, within a reasonable period
after the adoption of the amendment or change, to have his
nonforfeitable Accounts computed under the Plan without regard to
such amendment or change. For Participants who do not have at least
one Hour of Service in any Plan Year beginning after December 31,
1988, the preceding sentence shall be applied by substituting "five
Years of Service" for "three Years of Service" where such language
appears. The period during which the election may be made shall
commence with the date the amendment is adopted or deemed to be
made and shall end on the latest of (a) 60 days after the amendment
is adopted; (b) 60 days after the amendment becomes effective or
(c) 60 days after the Participant is issued written notice of the
amendment by the Employer or Plan Administrator.
No amendment to the Plan shall be effective to the extent
that it has the effect of decreasing a Participant's accrued
benefit. Notwithstanding the preceding sentence, a Participant's
Accounts may be reduced to the extent permitted under Section
412(c)(8) of the Code. For purposes of this paragraph, a Plan
amendment which has the effect of decreasing a Participant's
Accounts or eliminating an optional form of benefit, with respect
to benefits attributable to service before the amendment, shall be
treated as reducing an accrued benefit. Furthermore, if the vesting
schedule of the Plan is amended, in the case of an Employee who is
a Participant as<PAGE>
<PAGE>
of the later of the date such amendment is adopted or the date it
becomes effective, the nonforfeitable percentage (determined as of
such date) of such Employee's right to his Employer Contributions
Account will not be less than his percentage computed under the
Plan without regard to such amendment.
ARTICLE X
---------
TERMINATION OF THE PLAN
-----------------------
10.01. Right to Terminate
- --------------------------
This Master Plan is created with the intent and purpose
that it shall qualify as a Plan in accordance with Code Sections
401 et seq. The Ohio Savings and Loan League expects to continue
the Master Plan indefinitely; however, the right to discontinue the
Master Plan is necessarily reserved by The Ohio Savings and Loan
League.
In the event of the termination of this Master Plan, each
Employer's Plan shall become an individual plan and continuation or
termination of such plan shall be at the discretion of the
Employer. If all or a portion of the business of the Employer is
continued by a successor who qualifies as an Employer as that term
is defined in this Plan, the successor may elect to continue the
Plan in effect, in which case the Trust shall continue to be held,
administered and distributed in accordance with the terms of the
Trust Agreement and the Plan.
If an Employer's Plan fails to attain or retain
qualification, the funds of such Plan will be removed from the
Master Plan as soon as administratively feasible.
In the event of termination or partial termination of an
Employer's Plan, the limitations on distribution of benefits shall
continue to apply. All affected Participant Accounts<PAGE>
<PAGE>
shall be fully vested upon termination or partial termination or
upon discontinuance of contributions.
10.02. Plan Merger and Consolidation
- -------------------------------------
If the Plan is merged or consolidated with any other
plan, or if the assets or liabilities of the Plan are transferred
to any other plan, each Participant shall be entitled to a benefit
immediately after such merger, consolidation or transfer
(determined as if such plan then terminated) at least equal to the
benefit to which he would have been entitled had the Plan
terminated immediately prior to such merger, consolidation or
transfer.
ARTICLE XI
----------
PARTICIPANT LOANS
-----------------
11.01. Permissibility of Loans
- -------------------------------
If the Employer so elects, in the Membership Agreement,
any Participant in the Plan may borrow funds from his Accounts
pursuant to a loan program established by the Employer and admin-
istered by the Trustee. Any loans granted under such program shall
be deemed investments of the Trust Fund. All Participant loans from
the Plan must comply with the provisions of Sections 11.01 and
11.02.
11.02. Code Section 72 (p) Limitations
- ---------------------------------------
No loan to any Participant can be made to the extent that
such loan when added to the outstanding balance of all other loans
to the Participant would exceed the lesser of (a) $50,000 reduced
by the excess (if any) of the highest outstanding balance of loans
during the one-year period ending on the day before the loan is
made, over the outstanding balance of loans<PAGE>
<PAGE>
from the Plan on the date the loan is made or (b) one-half the
present value of the nonforfeitable Accounts of the Participant or,
if greater, the total Accounts up to $10,000. For the purpose of
the above limitation, all loans from all plans of the Employer and
other members of a group of employers described in Sections 414(b),
414(c) and 414(m) of the Code are aggregated. Furthermore, any loan
shall by its terms require that repayment (principal and interest)
be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the
loan, unless such loan is used to acquire a dwelling unit which
within a reasonable time (determined at the time the loan is made)
will be used as the principal residence of the Participant. An
assignment or pledge of any portion of the Participant's interest
in the Plan and a loan, pledge or assignment with respect to any
insurance contract purchased under the Plan, will be treated as a
loan under this section.
11.03. Additional Requirements
- -------------------------------
All loans made under this Plan shall, in accordance with
Section 4975(d)(1) of the Code, comply with the following
requirements:
(a) Loans shall be made available to all Participants
on a reasonably equivalent basis.
(b) Loans shall not be made available to Highly-
Compensated Employees in an amount greater than the amount made
available to other Employees.
(c) Each Participant shall apply for a loan by filing
a written application with the Employer stating, at least, the
amount required to be borrowed and the reason for such loan.
(d) The Employer shall review each application and
shall apply criteria established in a nondiscriminatory manner to
determine whether to approve any loan to any
<PAGE>
<PAGE>
Participant. Such criteria shall include, but not be limited to,
the credit worthiness of the Participant, the amount of the loan
requested, the security for such loan and the reason stated by the
Participant for the need for such loan.
(e) Loans must be adequately secured and bear a
reasonable interest rate. For this purpose, a Participant's vested
Account shall constitute sufficient collateral for a loan, provided
that at no time may more than 50% of such vested Account be used as
security for all outstanding loans made to the Participant under
the Plan, determined immediately after the most recent loan is
extended. A reasonable interest rate shall be determined for each
loan by the Employer based upon prevailing interest rates for
similar loans in the surrounding business community in which the
Plan is administered.
(f) A Participant must obtain the consent of his
Spouse, if any, to use his Accounts as security for the loan.
Spousal consent shall be obtained no earlier than the beginning of
the 90-day period that ends on the date on which the loan is to be
so secured. The consent must be in writing, must acknowledge the
effect of the loan and must be witnessed by a Plan representative
or notary public. Such consent shall thereafter be binding with
respect to the consenting Spouse or any subsequent Spouse with
respect to that loan. A new consent shall be required if the
Accounts are used for renegotiation, extension, renewal or other
revision of the loan.
(g) Default on a loan shall exist upon the occurrence
of any event enumerated as an "event of default" in the promissory
note or security agreement executed by the Participant. In the
event of default, foreclosure on the note and attachment of the
portion of the Participant's Account provided as security will
occur upon a distributable event under the Plan.
<PAGE>
<PAGE>
If a valid spousal consent has been obtained in accord-
ance with subparagraph (f), then, notwithstanding any other
provision of this Plan, the portion of the Participant's vested
Accounts used as a security interest held by the Plan by reason of
a loan outstanding to the Participant shall be taken into account
for purposes of determining the amount of the Accounts payable at
the time of death or distribution, but only if the reduction is
used as repayment of the loan. If less than 100% of the
Participant's vested Accounts (determined without regard to the
preceding sentence) are payable to the Surviving Spouse, then the
Accounts shall be adjusted by first reducing the vested Accounts by
the amount of the security used as repayment of the loan and then
determining the benefit payable to the Surviving Spouse.
ARTICLE XII
-----------
TOP HEAVY PLAN PROVISIONS
-------------------------
12.01. General Rule and Definitions
- ------------------------------------
If the Plan is or becomes top heavy in any Plan Year, the
provisions of this article will supersede any conflicting
provisions in the Plan or Membership Agreement. The following
definitions and rules are necessary to comply with related federal
tax requirements:
(a) Key Employee: Any Employee or former Employee
(and the beneficiaries of such Employee) who at any time during the
determination period was an officer of the Employer if such
individual's annual compensation exceeds 50% of the dollar
limitation under Section 415 (b) (1) (A) of the Code, an owner (or
considered an owner under Code Section 318) of one of the ten
largest interests in the Employer if such individual's annual
compensation exceeds the dollar limitation under Code Section
415(c)(1)(A), a 5% owner of the Employer or
<PAGE>
<PAGE>
a 1% owner of the Employer who has annual compensation of more than
$150,000. Annual compensation means compensation as defined in
Section 415(c)(3) of the Code, but including amounts contributed by
the Employer pursuant to a salary reduction agreement which are
excludable from the Employee's gross income under Sections 125,
402(a)(8),.402(h) or 403(b) of the Code. The determination period
is the Plan Year containing the determination date and the four
preceding Plan Years. The determination of who is a Key Employee
will be made in accordance with Code Section 416(i)(1) and the
regulations thereunder.
(b) Top heavy plan: For any Plan Year, this Plan is top
heavy if any of the following conditions exists:
(i) if the top heavy ratio for this Plan
exceeds 60% and this Plan is not part of any required aggregation
group or permissive aggregation group of plans;
(ii) if this Plan is a part of a required
aggregation group of plans but not part of a permissive aggregation
group of plans and the top heavy ratio for the permissive
aggregation group exceeds 60%;
(iii) if this Plan is a part of a required
aggregation group and part of a permissive aggregation group of
plans and the top heavy ratio for the permissive aggregation group
exceeds 60%.
(c) Top heavy ratio:
(i) If the Employer maintains one or more
defined contribution plans (including any Simplified Employee
Pension Plan) and the Employer has not maintained any defined
benefit plan which, during the five-year period ending on<PAGE>
<PAGE>
the determination date(s), has or has had accrued
benefits, the top heavy ratio for this Plan alone or for the
required or permissive aggregation group as appropriate is a
fraction, the numerator of which is the sum of the Account balances
of all Key Employees as of the determination date(s) [including any
part of any Account balance distributed in the five-year period
ending on the determination date(s)], and the denominator of which
is the sum of all Account balances [including any part of any
Account balance distributed in the five-year period ending on the
determination date(s)], both computed in accordance with Code
Section 416 and the regulations thereunder. Both the numerator and
denominator of the top heavy ratio are increased to reflect any
contribution not actually made as of the determination date, but
which is required to be taken into account on that date under Code
Section 416 and the regulations thereunder.
(ii) If the Employer maintains one or more
defined contribution plans (including any Simplified Employee
Pension Plan) and the Employer maintains or has maintained one or
more defined benefit plans which, during the five-year period
ending on the determination date(s), has or has had any accrued
benefits, the top heavy ratio for any required or permissive
aggregation group as appropriate is a fraction, the numerator of
which is the sum of Account balances under the aggregated defined
contribution plan or plans for all Key Employees, determined in
accordance with (i) above, and the present value of accrued
benefits under the aggregated defined benefit plan or plans for Key
Employees as of the determination date(s), and the denominator of
which is the sum of the Account<PAGE>
<PAGE>
balances under the aggregated defined contribution plan
or plans for all Participants, determined in accordance with (i)
above, and the present value of accrued benefits under the defined
benefit plan or plans for all Participants as of the determination
date(s), all determined in accordance with Code Section 416 and the
regulations thereunder. The accrued benefits under a defined
benefit plan in both the numerator and denominator of the top heavy
ratio are increased for any distribution of an accrued benefit made
in the five-year period ending on the determination date.
(iii) For purposes of (i) and (ii) above,
the value of Account balances and the present value of accrued
benefits will be determined as of the most recent Valuation Date
that falls within or ends with the 12-month period ending on the
determination date, except as provided in Code Section 416 and the
regulations thereunder for the first and second Plan Years of a
defined benefit plan. The Account balances and accrued benefits of
a Participant (A) who is not a Key Employee but who was a Key
Employee in a prior year; or (B) who has not been credited with at
least one Hour of Service with any Employer maintaining the Plan at
any time during the five-year period ending on the determination
date will be disregarded. The calculation of the top heavy ratio
and the extent to which distributions, rollovers and transfers are
taken into account will be made in accordance with Code Section 416
and the regulations thereunder. Deductible Employee contributions
will not be taken into account for purposes of computing the top
heavy ratio. When aggregating plans, the value of Account balances
and<PAGE>
<PAGE>
accrued benefits will be calculated with reference to the
determination date(s) that fall within the same calendar year.
(iv) The accrued benefit of a Participant
other than a Key Employee shall be determined under (A) the method,
if any, that uniformly applies for accrual purposes under all
defined benefit plans maintained by the Employer; or (B) if there
is no such method, as if such benefit accrued not more rapidly than
the slowest accrual rate permitted under the fractional rule of
Section 411(b)(1)(C) of the Code.
(d) Permissive aggregation group: The required
aggregation group of plans plus any other plan or plans of the
Employer which, when considered as a group with the required
aggregation group, would continue to satisfy the requirements of
Code Sections 401(a)(4) and 410.
(e) Required aggregation group: (i) Each qualified
plan of the Employer in which at least one Key Employee partici-
pates or participated at any time during the determination period
(regardless of whether the Plan has terminated); and (ii) any other
qualified plan of the Employer which enables a plan described in
(i) to meet the requirements of Code Section 401(a)(4) or 410.
(f) Determination date: For any Plan Year subsequent
to the first Plan Year, the last day of the preceding Plan Year.
For the first year of the Plan, the last day of the Plan Year.
(g) Present value: Present value shall be based only
on the interest and mortality rates specified in Section 12 of the
Membership Agreement.<PAGE>
<PAGE>
12.02. Minimum Contribution Provision
- --------------------------------------
For each Plan Year in which the Plan is top heavy, each
non-Key Employee (including those current Participants who did not
complete 1,000 Hours of Service in the Plan Year) will be entitled
to have contributions allocated to his Employer Contributions
Account equal to at least 3% of his Compensation, provided that, in
the case where the Employer has no defined benefit plan which
designates this Plan to satisfy Section 401 of the Code, if the
largest percentage of Compensation (not in excess of $200,000 or
such higher amount authorized by government regulations) allocated
to a Key Employee for a Plan Year is less than 3%, that largest
percentage will be substituted for 3%. Contributions considered
under this section will be based upon Compensation as defined in
Section 4.06(a) and will not include any contributions under the
Social Security Act or any other federal or state law. For any top
heavy Plan Year, the minimum allocations set forth in this section
shall be allocated to the Participant's Account of all non-Key
Employees who are Participants and who are employed by the Employer
on the last day of the Plan Year, including non-Key Employees who
have (a) failed to complete a Year of Service: (b) declined to make
mandatory contributions (if required) to the Plan; and (c) been
excluded from participation because of their level of Compensation.
For any year in which the Employer maintains a defined benefit
plan in addition to this Plan, the requirements of this paragraph
will be satisfied if each non-Key Employee receives the 2% minimum
annual benefit provided under the top heavy provisions of the
defined benefit plan. For any year in which the Employer maintains
another defined contribution plan in addition to this Plan, the
minimum contribution described in this section shall be provided by
such other defined contribution plan.
<PAGE>
<PAGE>
ARTICLE XIII
------------
MISCELLANEOUS
-------------
13.01. Voluntary Plan
- ----------------------
The Plan is purely voluntary on the part of the Employer;
and neither the establishment of the Plan nor any amendment thereof
nor the creation of any fund or account nor the payment of any
benefits shall be construed as giving any person a legal or
equitable right against the Employer, the Trustee or the Plan
Administrator unless the same shall be specifically provided for in
this Plan or conferred by affirmative action of the Plan
Administrator or the Employer in accordance with the terms and
provisions of this Plan. Nor shall such actions be construed as
giving any Employee or Participant the right to be retained in the
service of the Employer. All Employees and/or Participants shall
remain subject to discharge to the same extent as though this Plan
had not been established.
13.02. Forfeitures
- -------------------
Forfeitures resulting from termination of a Participant's
employment shall be used to reduce Employer matching contributions
and profit sharing Employer contributions only when, after the
Participant has incurred five consecutive one-year Breaks in
Service, the Plan Administrator determines that the terminated
Participant has no further right to such Forfeitures. Forfeitures
may not be allocated among different Employers under this Master
Plan. The forfeiture of a Participant's vested benefit because of
a withdrawal of such Participant's Employee deferral contributions
or Participant voluntary contributions or earnings thereon shall be
prohibited under this Plan.<PAGE>
<PAGE>
13.03. Designation of Dates
- ----------------------------
Whenever any date designated herein shall fall on a
Saturday, Sunday or holiday, the next succeeding day which is not
a Saturday, Sunday or holiday will be substituted therefor, except
that where a date is designated as the last day of a period and
such date falls on a Saturday, Sunday or holiday, the next
preceding day which is not a Saturday, Sunday or holiday shall be
substituted therefor.
13.04. Non-alienation of Benefits
- ----------------------------------
Participants and their beneficiaries shall be entitled to
all the benefits specifically set out under the terms of the Plan,
but said benefits or any of the property rights therein shall not
be assignable or distributable to any creditor or other claimant of
such Participant. A Participant shall not have the right to
anticipate, assign, pledge, accelerate or in any way dispose of or
encumber any of the monies or benefits or other property which may
be payable or become payable to such Participant or his
beneficiary. The preceding sentence shall also apply to the
creation, assignment or recognition of a right to any benefit
payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined to be a qualified
domestic relations order, as defined in Code Section 414(p) and
determined pursuant to Section 8.04, or any domestic relations
order entered before January 1, 1985.
13.05. Inability to Receive Benefits
- -------------------------------------
If the Plan Administrator receives evidence that (a) a
person entitled to receive any payment under the Plan is physically
or mentally incompetent to receive payment and to give a valid
release therefor; and (b) a guardian, committee or other
representative of the estate of such person has been duly appointed
by a court of competent jurisdiction, such payment may be made<PAGE>
<PAGE>
to such guardian, committee or representative referred to in (b)
above. The release to such guardian, committee or representative
shall be a valid and complete discharge for the payment.
13.06. Lost Participants
- -------------------------
If the Plan Administrator is unable, after reasonable and
diligent effort, to locate a Participant or beneficiary who is
entitled to payment under the Plan, the payment due such person
shall become a Forfeiture; provided, however, that if the
Participant or beneficiary later files a claim for his benefit, it
shall be reinstated. Notification by certified or registered mail
to the last known address of the Participant or beneficiary shall
be deemed a reasonable and diligent effort to locate such person.
13.07. Service With Predecessor Employer
- -----------------------------------------
If the Employer maintains the plan of a predecessor
employer, service with such employer will be treated as service for
the Employer.
13.08. Limitation of Rights
- ----------------------------
Nothing in the Plan, expressed or implied, is intended or
shall be construed to confer upon or give to any person, firm or
association other than the Employer, the Participants and their
successors in interest any right, remedy or claim under or by
reason of this Plan.
13.09. Gender
- --------------
Whenever used in this Plan, the masculine pronoun refers
to both men and women.
13.10. Invalid Provision
- -------------------------
In case any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts of this Plan; but this Plan shall be
construed and enforced as if said illegal and invalid provision(s)
had never been inserted herein.
<PAGE>
<PAGE>
13.11. Governing Law
- ---------------------
The Plan shall be governed by and construed in accordance
with the federal laws governing employee benefit plans qualified
under the Code and in accordance with the local laws of the State
of Ohio where such laws are not in conflict with the aforementioned
federal laws.
13.12. Construction
- --------------------
In the event of any conflict between the terms of this
Plan and any contract entered into pursuant to this Plan, the terms
of the Plan shall control.
13.13. Effective Date
- ----------------------
The Effective Date of this Plan shall be January 1, 1991.
THE OHIO SAVINGS AND LOAN LEAGUE
By /s/ K. R. Elshoff
-----------------------------
President
By /s/ K. R. Elshoff
------------------------------
Trustee
By /s/ Betty F. Easter
------------------------------
Trustee
By /s/ J. C. Kerber
------------------------------
Trustee
<PAGE>
<PAGE>
AMENDMENT NO. 1
TO THE
OHIO SAVINGS AND LOAN LEAGUE
MASTER SALARY SAVINGS PLAN AND TRUST
WHEREAS, The Ohio Savings and Loan League ("Plan
Sponsor") has established a Master Salary Savings Plan and Trust
("Plan") and
WHEREAS, the Plan provides that the Plan Sponsor may
amend the Plan from time to time; and
WHEREAS, the Plan Sponsor desires to amend the Plan in
certain respects;
NOW, THEREFORE, the Plan is amended as follows:
1. Article VII shall be amended by adding the
following Section 7.05A after Section 7.05 therein:
"7.05A. Distributions made on or after January 1, 1993
------------------------------------------------------
(a) This Section applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee's election
under this Section, a distributee may elect, at the time and in the
manner prescribed by the Plan Administrator, to have any portion of
an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.
(b) The following definitions are applicable to the
terms used in paragraph (a) of this Section 7.05A:
(i) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or any portion of
the balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any distribution
that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life<PAGE>
<PAGE>
expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified period of
ten years or more; any distribution to the extent such distribution
is required under section 401(a)(9) of the Code; and the portion of
any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation
with respect to employer securities).
(ii) Eligible retirement plan: An eligible
retirement plan is an individual retirement account described in
section 408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code, an annuity plan described
in section 403(a) of the Code, or a qualified trust described in
section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan
is an individual retirement account or individual retirement
annuity.
(iii) Distributee: A distributee includes an
employee or former employee. In addition, the employee's or former
employee's surviving spouse and the employee's or former employee's
spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in section 414(p) of
the Code, are distributees with regard to the interest of the
spouse or former spouse.
(iv) Direct rollover: A direct rollover is a
payment by the Plan to the eligible retirement plan specified by
the distributee."
IN WITNESS WHEREOF, the undersigned have executed this
amendment effective as of January 1, 1993.
THE OHIO SAVINGS AND LOAN LEAGUE
Date January 13, 1993 By /s/ K. R. Elshoff
--------------------
President
Date January 13, 1993 By /s/ J. C. Kerber
-------------------
Trustee
Date January 13, 1993 By /s/ Betty F. Easter
----------------------
Trustee
Date January 13, 1993 By /s/ K. R. Elshoff
--------------------
Trustee
<PAGE>
<PAGE>
2. Article VII shall be further amended by deleting
the first sentence of the fourth paragraph of Section 7.04 and
substituting the following therefor:
If a Participant terminates service and elects to receive
the nonforfeitable amount of his Accounts, the remaining portion of
such Accounts, if any, shall be treated as a Forfeiture.
IN WITNESS WHEREOF, the undersigned have executed this
amendment effective as of January 1, 1993.
THE OHIO SAVINGS AND LOAN LEAGUE
Date August 27, 1993 By /s/ K. R. Elshoff
--------------------
President
Date August 27, 1993 By /s/ K. R. Elshoff
--------------------
Trustee
Date August 27, 1993 By /s/ J. C. Kerber
-------------------
Trustee
Date August 30, 1993 By /s/ Betty F. Easter
----------------------
Trustee
<PAGE>
<PAGE>
For Plan Years beginning on or after January 1,
1994, any reference in this Plan to the limitation under Section
401(a)(17) of the Code shall mean the OBRA '93 Annual Compensation
Limit set forth in this provision.
If Compensation for any prior determination period
is taken into account in determining an Employee's benefits
accruing in the current Plan Year, the Compensation for that prior
determination period is subject to the OBRA '93 Annual Compensation
Limit in effect for that prior determination period. For this
purpose, for determination periods beginning before the first day
of the first Plan Year beginning on or after January 1, 1994, the
OBRA '93 Annual Compensation Limit is $150,000.
For purposes of the limitation under Section
401(a)(17) of the Code, the rules of Section 414(q)(6) of the Code
shall apply, except in applying such rules, the term "family" shall
include only the Spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19 before
the close of the year."
2. Article VII shall be amended by adding after the
last paragraph of Section 7.08 the following:
"If a distribution is one to which Section
401(a)(11) and 417 of the Code do not apply, such distribution may
commence less than 30 days after the notice required under Section
1.411(a)-11(c) of the Income Tax Regulations is given, provided
that:
(1) the Plan Administrator clearly informs
the Participant that the Participant has a right to a period of at
least 30 days after receiving the notice to consider the decision
of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and
(2) the Participant, after receiving the
notice, affirmatively elects a distribution."
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this
Amendment effective as of January 1, 1994.
THE OHIO SAVINGS AND LOAN LEAGUE
Date March 30, 1994 By /s/ K. R. Elshoff
--------------------
President
Date March 30, 1994 By /s/ J. C. Kerber
-------------------
Trustee
Date March 30, 1994 By /s/ Betty F. Easter
----------------------
Trustee
Date March 30, 1994 By /s/ K. R. Elshoff
--------------------
Trustee
<PAGE>
<PAGE>
AMENDMENT NO. 4
TO THE
OHIO LEAGUE OF FINANCIAL INSTITUTIONS
MASTER SALARY SAVINGS PLAN AND TRUST
WHEREAS, The Ohio League of Financial Institutions ("Plan
Sponsor") has established a Master Salary Savings Plan and Trust
("Plan"); and
WHEREAS, the Plan provides that the Plan Sponsor may
amend the Plan from time to time; and
WHEREAS, the Plan Sponsor desires to amend the Plan in
certain respects;
NOW THEREFORE, the Plan is amended as follows:
1. Article V shall be amended by deleting Section
5.02 in its entirety and substituting the following therefor:
5,02. Directed Investments
------------------------------
If the Employer elects, in Section 9 of the
Membership Agreement, to direct the investment of the assets of the
Plan, an investment account shall be established with a licensed
broker-dealer designated by the Employer in the Membership
Agreement for the Plan. The investment decisions for the assets
held in such investment account shall be made, in accordance with
the directions of the Participants, by the individual or
individuals designated in the Membership Agreement. Such individual
or individuals shall be permitted to invest all or a portion of the
assets in the investment account in qualifying Employer Securities,
as defined in Section 409(1) of the Code and Section 407(d)(5) of
ERISA. All investments made with assets in the investment account
shall be made through a licensed broker-dealer, and neither the
Trustee nor the Association shall make any recommendations with
respect to the disposition or continued retention of any such
investment. Neither the Trustee nor the Association shall be under
any duty or obligation to review any investment to be acquired,
held or disposed of pursuant to the directions of the individual or
individuals designated in the Membership Agreement. The Employer
hereby agrees to indemnify and to defend the Trustee and the
Association and to hold them harmless from and against any claim or
liability that may be asserted against the Trustee or the
Association by reason of any action taken by the individual or
individuals designated in the Membership Agreement to make
investment decisions pursuant to this Section 5.02."
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this
Amendment effective as of January 1, 1994.
THE OHIO LEAGUE OF
FINANCIAL INSTITUTIONS
Date October 25, 1994 By /s/ K. R. Elshoff
--------------------
President
Date October 25, 1994 By /s/ K. R. Elshoff
--------------------
Trustee
Date October 25, 1994 By /s/ J. C. Kerber
-------------------
Trustee
Date October 25, 1994 By /s/ Betty F. Easter
----------------------
Trustee
<PAGE>
<PAGE>
AMENDMENT NO. 5
TO THE
OHIO LEAGUE OF FINANCIAL INSTITUTIONS
MASTER SALARY SAVINGS PLAN AND TRUST
WHEREAS, the Ohio League of Financial Institutions ("Plan
Sponsor") established a Master Salary Savings Plan and Trust
("Plan") under its former name "The Ohio Savings and Loan League
Master Salary Savings Plan and Trust"' and
WHEREAS, the Plan provides that the Plan Sponsor may
amend the Plan from time to time; and
WHEREAS, the Plan Sponsor desires to amend the Plan in
certain respects;
NOW, THEREFORE, the Plan is amended by deleting all
references to "The Ohio Savings and Loan League" and replacing such
references with "Ohio League of Financial Institutions."
IN WITNESS WHEREOF, the undersigned have executed this
Amendment effective as of January 1, 1994.
OHIO LEAGUE OF FINANCIAL INSTITUTIONS
Date December 5, 1994 By /s/ K. R. Elshoff
--------------------
President
Date December 5, 1994 By /s/ K. R. Elshoff
--------------------
Trustee
Date December 5, 1994 By /s/ J. C. Kerber
-------------------
Trustee
Date December 5, 1994 By /s/ Betty F. Easter
----------------------
Trustee
<PAGE>
<PAGE>
AMENDMENT NO. 6
TO THE
OHIO LEAGUE OF FINANCIAL INSTITUTIONS
MASTER SALARY SAVINGS PLAN AND TRUST
WHEREAS, the Ohio League of Financial Institutions ("Plan
Sponsor") established a Master Salary Savings Plan and Trust
("Plan") under its former name "The Ohio Savings and Loan League
Master Salary Savings Plan and Trust" and
WHEREAS, the Plan provides that the Plan Sponsor may
amend the Plan from time to time; and
WHEREAS, the Plan Sponsor desires to amend the Plan in
certain respects;
NOW, THEREFORE, the Plan is amended as follows:
1. Section 7.05 shall be deleted in its entirety, and
the following shall be substituted therefor:
"7.05. Distribution of Benefits
------------------------------------
Amounts distributable pursuant to Section 7.01,
7.02, 7.03 or 7.04 will be distributed to the Participant, or his
Beneficiary, in either a single sum payment in cash or in annual
installment payments in cash. In addition, single sum and
installment payments may be made under this Plan, in whole or in
part, in assets held in the Trust Fund.
If a Participant's Accounts are to be distributed in
other than an immediate lump sum, minimum annual payments under the
Plan must be paid over one of the following periods (or a
combination thereof):
(a) A period certain not extending beyond the
life expectancy of the Participant; or<PAGE>
<PAGE>
(b) A period certain not extending beyond the
joint and last survivor expectancy of the Participant and a
designated Beneficiary."
2. A new Section 8.06 shall be added following
Section 8.05 to read as follows:
"8.06. Voting of Employer Securities
-----------------------------------------
Notwithstanding any provision contained in this
Plan, a Participant shall be entitled to direct the Trustee with
respect to the manner in which any qualifying Employer Securities
(as defined in Section 409(1) of the Code and Section 407(d)(5) of
ERISA) which are credited to his Account are to be voted with
respect to any corporate matter. The manner in which such
directions to the Trustee are to be made shall be determined
pursuant to rules and regulations established by the Plan
Administrator."
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this
Amendment effective as of January 1, 1996.
OHIO LEAGUE OF FINANCIAL
INSTITUTIONS
Date February 13, 1996 By /s/ K. R. Elshoff
--------------------
President
Date February 13, 1996 By /s/ K. R. Elshoff
--------------------
Trustee
Date February 13, 1996 By /s/ J. C. Kerber
-------------------
Trustee
Date February 13, 1996 By /s/ Betty F. Easter
----------------------
Trustee
<PAGE>
<PAGE>
AMENDMENT NO. 7
TO THE
OHIO LEAGUE OF FINANCIAL INSTITUTIONS
MASTER SALARY SAVINGS PLAN AND TRUST
WHEREAS, the Ohio League of Financial Institutions ("Plan
Sponsor") established a Master Salary Savings Plan and Trust
("Plan") under its former name "The Ohio Savings and Loan League
Master Salary Savings Plan and Trust" and
WHEREAS, the Plan provides that the Plan Sponsor may
amend the Plan from time to time; and
WHEREAS, the Plan Sponsor desires to amend the Plan in
certain respects;
NOW, THEREFORE, the Plan is amended as follows:
1. Section 3.04 shall be deleted in its entirety, and
the following shall be substituted therefor:
"3.04. Rollover Contributions
----------------------------------
If permitted in the Membership Agreement,
Participants may roll over distributions from other qualified
pension or profit sharing plans or distributions from individual
retirement accounts which consist solely of distributions from
qualified pension or profit sharing plans and earnings thereon.
Amounts so rolled over shall be credited to the Participant's
Rollover Account and shall be fully vested in such Participant and
nonforfeitable at all times. Amounts transferred directly from
other qualified pension or profit sharing plans shall be treated
hereunder as rollovers. Notwithstanding any provision contained in
this Section 3.04, this Plan shall not receive any
<PAGE>
<PAGE>
rollovers or direct transfers from any qualified pension
or profit sharing plan if such rollover or direct transfer would
cause this Plan to be subject to, or in violation of, the joint and
survivor annuity rules contained in Code Sections 401(a)(11) and
417."
2. Section 5(c) of Membership Agreement Number 02-001
for the Plan shall be deleted in its entirety, and the following
shall be substituted therefor:
"( ) (c) Rollover Contributions (Optional):
The Employer elects, pursuant to Section 3.04
of the Basic Document, to allow rollover contributions."
IN WITNESS WHEREOF, the undersigned have executed this
Amendment effective as of January 1, 1996.
OHIO LEAGUE OF FINANCIAL
INSTITUTIONS
Date May 16, 1996 By /s/ K. R. Elshoff
--------------------
President
Date May 16, 1996 By /s/ K. R. Elshoff
--------------------
Trustee
Date May 16, 1996 By /s/ J. C. Kerber
-------------------
Trustee
Date May 16, 1996 By /s/ Betty F. Easter
----------------------
Trustee
FOR REVIEW OF LEGAL COUNSEL
SUMMARY PLAN DESCRIPTION
SALARY SAVINGS PLAN AND TRUST
OF
THE WESTWOOD HOMESTEAD SAVINGS BANK [1]
* * * * * * * * * * * * * * * * * * * * * * *
THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
* * * * * * * * * * * * * * * * * * * * * * *
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THE WESTWOOD HOMESTEAD SAVINGS BANK [1]
SALARY SAVINGS PLAN AND TRUST
(Effective July 1, 1994) [2]
SUMMARY PLAN DESCRIPTION
This Summary Plan Description ("SPD") describes the significant
features of the Westwood Homestead Savings Bank [3] Salary Savings
Plan and Trust ("Plan"). It is not a substitute for the legal
documents governing the Plan, which control in the event they are
inconsistent with any statement in this SPD. These legal documents
are available for inspection at the Employer's general offices. If
you have any questions about the Plan which are not answered in
this SPD, you may obtain additional information by writing to the
Plan Administrator, whose address is provided in the "General
Information" section of this SPD.
Note: This SPD has been prepared for use by many different
employers who have adopted similar salary savings plans. The
"master plan" on which this Plan is based has been approved by the
Internal Revenue Service and is a "qualified plan" as described in
Section 401(a) of the Internal Revenue Code.
I. PARTICIPATION AND ELIGIBILITY
-----------------------------
A. ELIGIBILITY REQUIREMENTS
------------------------
You may participate in the Plan as of the Entry Date coincident
with or following the date you have attained the age of 18. [4]
For purposes of this SPD, the following terms mean:
ENTRY DATE:
"The first day of the Plan Year coinciding with or following the
date on which you meet the eligibility requirements."
HOURS OF SERVICE: Each hour for which you are paid or entitled to
payment for working for the Employer. Hours of service also
include each hour for which you are paid or entitled to payment by
the Employer but are not working due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military duty
or leave of absence. If you go on a maternity or paternity leave,
the time you are gone will be counted towards your hours of service
(up to 501) for the purpose of determining your eligibility to<PAGE>
<PAGE>
participate in the Plan. If you are absent from work because you
are pregnant, because of the birth of your child, because you have
adopted a child or for the purpose of caring for a newborn or
newly-adopted child, you may be considered to be on a maternity or
paternity leave.
ONE-YEAR BREAK IN SERVICE: Any 12-month period beginning on the
date you first perform an hour of service (or any anniversary of
such date) during which you do not complete at least 501 hours of
service.
YEAR OF SERVICE: For eligibility purposes, any 12-month period
beginning on the date you first perform an hour of service for the
Employer (or any anniversary of such date) during which you
complete 1,000 [8] hours of service.
B. ENROLLMENT
----------
To make participant deferrals, you must complete an enrollment form
and designate a beneficiary. If you decline to make participant
deferrals at the time when you are first eligible, you shall be
considered a participant for all other purposes of the Plan and you
may elect to make participant salary deferrals on the next Entry
Date thereafter, provided you complete the required form at least
15 days prior to such date.
II. IF YOU ARE REHIRED
------------------
If you are a participant in the Plan and then leave the Employer,
you may rejoin the Plan on the date of your reemployment.
III. CONTRIBUTIONS
-------------
PARTICIPANT DEFERRALS:
Each year, you may defer and authorize the Employer to contribute
to the Plan on your behalf an amount not to exceed the lesser of
$7,000 (or such other maximum dollar amount approved by the
Secretary of Treasury which is subject to change annually, based on
inflation) or 10% [9] of your compensation for that year.
NOTE: If you are a "Highly-Compensated Employee" of the Employer,
the amount of your participant deferrals may be further limited,
based upon <PAGE>
<PAGE>
the amount of participant deferrals made by all Non-Highly-
Compensated Employees. If your contributions are limited, you will
be advised by the Plan Administrator. For purposes of the Plan,
you are considered a "Highly-Compensated Employee" if you (a) own
at least 5% of the stock of the Employer or own 5% of the voting
shares of the Employer; (b) receive annual compensation from the
Employer in excess of $75,000; (c) receive annual compensation from
the Employer in excess of $50,000 and you are in the top 20% of all
employees of the Employer in compensation; or (d) are an officer of
the Employer and you receive annual compensation from the Employer
in excess of $45,000. The compensation figures listed above are
subject to change annually, based on inflation.
Your participant deferrals and the earnings on such deferrals are
tax deferred. This means you pay no income tax on the amounts you
contribute as participant deferrals until they are withdrawn from
your account. Your participant deferrals go directly into your
account before federal and state taxes are taken out. This lowers
your taxable income and, therefore, lowers the current income taxes
you have to pay.
Compared to a typical after-tax savings plan, the Plan will
increase your spendable income while allowing you to save for the
future.
Another advantage of participant deferrals is that such
contributions will grow at a faster rate than amounts saved in an
individual savings account after taxes, because the earnings on
amounts saved in the Plan will be free from federal and state
income tax, until distributed; whereas, annual earnings on amounts
saved in an individual savings account will be taxed each year by
both the federal and state governments.
"PARTICIPANT VOLUNTARY CONTRIBUTIONS:
Each year, in addition to participant deferrals, you may make a
nondeductible voluntary contribution to the Plan in an amount up to
10% of your aggregate compensation received as an employee of the
Employer for all years since becoming a participant under the Plan
and all other qualified plans of the Employer. Such contribution
will NOT<PAGE>
<PAGE>
be deductible on your federal income tax return for the year in
which the contribution is made. Nondeductible voluntary
contributions made by Highly-Compensated Employees may be limited,
based upon the amount of nondeductible voluntary contributions made
by Non-Highly-Compensated Employees. If you are affected, you will
be notified by the Plan Administrator."
"ROLLOVER CONTRIBUTIONS:
Subject to certain restrictions, each participant may, with the
permission of the Plan Administrator, "roll over" distributions
from other qualified plans into this Plan. Such contributions will
be known as "rollover contributions." Rollover contributions, if
any, will be held in a separate account in your name."
"EMPLOYER MATCHING CONTRIBUTIONS:
In addition, the Employer shall make a matching contribution on
your behalf each year. In order for your account to be credited
with the Employer matching contribution, you must have elected to
make participant deferrals to the Plan and have been employed by
the Employer on the relevant valuation date. Contributions will be
made in an amount equal to 100% of the amount of your participant
deferral; provided, however, that such matching contribution does
not exceed 5% of your compensation for that year."
IV. LIMITATIONS ON CONTRIBUTIONS
----------------------------
Annual additions to your accounts in the Plan may not exceed the
lesser of $30,000 (or higher, if authorized by government
regulations) or 25% of your compensation.
Generally, annual additions to your accounts will include employer
contributions, if any; participant deferrals, if any; employee
contributions, if any; and forfeitures, if any, which are allocated
to your accounts. For purposes of this limitation, "compensation"
includes all compensation paid to you by the Employer; provided,
however, that such compensation does not exceed $200,000 (increased
by inflation) in any one Plan Year.
<PAGE>
<PAGE>
V. INVESTMENT OF PLAN ASSETS
-------------------------
"All contributions under the Plan will be invested in a savings
account, certificate of deposit or equity or debt securities at an
Association designed by the Employer. Separate accounts or
certificates of deposit will be maintained for each type of
contribution. Notwithstanding the previous sentence, separate
records will be maintained by the Employer for each participant
which reflect such participant's portion of each savings account or
certificate of deposit. Your accounts will be credited with the
earnings and will be charged with the losses and expenses that
result from the investments chosen. There is no guarantee that
your accounts will grow at a particular rate or that there will be
no losses." [16]
VI. RETIREMENT BENEFITS
-------------------
NORMAL RETIREMENT: At normal retirement age (65) [17], you will be
entitled to receive the value of your accounts which will include
all your participant deferrals, with earnings, if any, and all the
Employer contributions, with earnings, if any, allocated to you
under this Plan plus your rollover contributions, if any.
"To the extent you previously made voluntary contributions and have
not previously withdrawn them, you will also receive the value of
these accounts." [20]
RETIREMENT AFTER NORMAL RETIREMENT AGE: If you continue working
after you reach normal retirement age, the Employer will continue
to make contributions on our behalf for as long as you continue
working. You will receive the full value of your accounts when you
actually retire. However, you will be required to begin taking
distributions from your accounts no later than the first day of
April following the calendar year in which you attain age 70 1/2.
"DISABILITY RETIREMENT:
If you become disabled, you will receive a disability benefit under
the Plan equal to the value of your accounts as of the valuation
date following the date of your total and permanent disability.
You are considered "totally and permanently disabled" if a licensed
physician<PAGE>
<PAGE>
selected by the Plan Administrator determines that you are unable
to work at a job for which you are reasonably suited as a result of
your education, training and experience because of your disability
and if you qualify for Social Security disability benefits."
VII. DEATH BENEFITS
--------------
WITHOUT A SURVIVING SPOUSE: If you die without a surviving spouse,
either before or after retirement, but before a complete
distribution of your accounts, then the full value of your accounts
will be paid to your designated beneficiary.
WITH A SURVIVING SPOUSE: If you die with a surviving spouse,
either before or after retirement, but before a complete
distribution of your accounts, then, generally, the full value of
your accounts will be paid to your surviving spouse.
BENEFICIARY DESIGNATION: You are required to file with the Plan
Administrator a written designation of one or more beneficiaries
who, if you die, will be entitled to receive the value of your
accounts. In most cases, if you are married, your beneficiary will
automatically be your spouse. However, your spouse may waive his
or her right to receive the death benefit from the Plan described
above and allow an alternate beneficiary or beneficiaries to
receive the value of your entire accounts by signing a written
waiver in the presence of a notary.
For purposes of the Plan, the term "spouse" shall mean:
SPOUSE: The individual to whom you are married at the present
time, or, to the extent provided in a Qualified Domestic Relations
Order, any individual to whom you were formerly married.
NOTE: A Qualified Domestic Relations Order is a court order
issued pursuant to a divorce proceeding that permits a portion of
your accounts to be paid to a former spouse or dependent child. In
order to be a QUALIFIED DOMESTIC RELATIONS ORDER, the court order
must meet certain requirements contained in Section 414(p) of the
Internal Revenue Code.
<PAGE>
<PAGE>
VIII. TERMINATION BENEFITS
--------------------
"If you terminate employment with the Employer for any reason other
than retirement or death, you will be entitled to receive the full
value of the vested and non-forfeitable portion of your accounts.
For this purpose, you are ALWAYS vested in your participant
deferrals. You can determine the vested portion of your accounts
by applying the following schedule:
Two-twenty rule (Top Heavy Schedule):
Percentage Vested
Years of Service and Nonforfeitable
- ---------------- ------------------
Less than 2 Years 0%
2 Years 20%
3 Years 40%
4 Years 60%
5 Years 80%
6 Years 100%
IX. FORFEITURES
-----------
"If you terminate employment with the Employer, any portion of your
Employer contribution accounts, if any, which are not vested will
be subject to forfeiture after you have had five consecutive one-
year breaks in service. A one-year break in service for purposes
of the Plan is any year beginning on your date of hire or any
anniversary of such date in which you do not earn at least 501
hours of service. Periods during which you are on sickness or
disability leave or jury or military duty do not count as one-year
breaks in service. Also, if you are absent for a maternity or
paternity leave, generally, you will not incur a one-year break in
service for the first year of such absence. If you are
subsequently reemployed by the Employer, you may be able to recover
for your accounts the amounts forfeited."
X. PAYMENTS OF BENEFITS
--------------------
At the time that you are eligible for a benefit under the Plan, you
may elect to receive such a benefit in (a) a single lump payment;
or (b) equal, annual installment payments. If your accounts are to
be distributed in other than an immediate lump sum, minimum annual
payments under the Plan must be paid in periodic installments
payments. If you<PAGE>
<PAGE>
elect to be paid in periodic installments, minimum annual payments
must be made over a period certain not extending beyond your life
expectancy or a period certain not extending beyond the joint and
last survivor expectancy of you and a designated beneficiary.
The payment of retirement, death, or disability benefits will begin
no later than 60 days after the close of the Plan Year of your
normal or actual retirement.
Your benefit payments must begin no later than the first day of
April following the calendar year in which you attain age 70 1/2.
If you terminate your employment with the Employer prior to
retirement or death and the vested value of your accounts under the
Plan is not greater than $3,500, or not greater than $3,500 at the
time of any prior distribution, it will be paid to you in one lump
sum after you have incurred a one-year break in service with the
Employer. If the vested value of your accounts is greater than
$3,500, or was greater than $3,500 at the time of any prior
distribution, the Employer will pay your benefit in a lump sum only
with your written consent and, if you are married, with the written
consent of your spouse, after you have incurred a one-year break in
service with the Employer.
For distributions made after December 31, 1992, new rules are in
effect with respect to withholding of federal income tax on many
forms of distributions. In many cases, the application of these
rules will depend upon whether the rollover of your distribution to
an IRA or other qualified employer plan is made directly from the
Plan Trustee. The Plan Administrator will deliver to you an
explanation of these provisions prior to your receipt of the
distribution.
"LOANS:
Subject to a number of limitations and requirements, the Plan
provides for loans to participants. The amount of a loan to any
participant cannot exceed $50,000 (reduced by a factor relating to
any previous loans) and cannot exceed one-half of the present value
of your accounts. If you are interested in learning more about
loan requirements, contact the Plan Administrator."
<PAGE>
<PAGE>
"WITHDRAWAL OF PARTICIPANT DEFERRALS:
The portion of your account contributed as a participant deferral
may be distributed only after the earliest of:
. your attainment of age 59 1/2;
. your separation from service with the Employer;
. your death;
. your disability;
. your retirement;
. termination of the Plan (provided a total distribution is
made and the Employer does not establish a successor plan);
. the date of sale of all of the assets of the Employer
(provided you continue in the employ of the corporation acquiring
such assets); or
. the date of sale by the Employer of its interest in a
subsidiary (provided you continue in the employ of the subsidiary).
Subject to Plan Administrator approval, you may, upon 30 days'
written notice to the Plan Administrator, withdraw your employee
deferral contributions (excluding earnings) if your are
experiencing a financial hardship. For this purpose, a financial
hardship may result from any of the following:"
. medical expenses incurred by you, your spouse or
dependents,"]
. purchase of your principal residence, excluding mortgage
payments,"]
. expenditures to prevent your eviction from your principal
residence or foreclosure of a mortgage on the same.']
For purposes of Hardship Withdrawals from the Plan, the following
nondiscriminatory criteria (including information to be requested
with application for withdrawal) shall be used to determine the
amount of withdrawal necessary to meet a Participant's hardship:
<PAGE>
<PAGE>
MEDICAL BILLS
PURCHASE CONTRACTS
EVIDENCE OF ARREARAGE OR FORECLOSURE
If you are eligible for a hardship distribution, the amount of such
distribution may not exceed the amount necessary to meet your
financial hardship plus amounts necessary to pay any federal, state
or local income taxes and penalties reasonably anticipated to
result from distribution. Under present law, amounts withdrawn
from your employee deferral contributions may be subject to a 10%
excise tax."
"WITHDRAWAL OF VOLUNTARY CONTRIBUTIONS:
You may, upon 30 days' written notice to the Plan Administrator,
withdraw all or part of your voluntary contributions. The Plan
Administrator may adopt reasonable rules to restrict such
withdrawals."
XI. LOSS OR DENIAL OF BENEFITS
--------------------------
Certain circumstances could result in the loss, denial or reduction
of benefits. Your benefits will be affected (a) if you leave the
Employer before becoming a participant in the Plan; (b) if you
leave the Employer before becoming fully vested in your entire
accounts; (c) if the value of the investments in the trust fund
falls below the amounts paid for them; (d) if you or your
beneficiary fail to make a timely appeal for denied benefits; or
(e) if you cannot be located when your accounts become payable.
Neither the Trustee nor the Plan Administrator is obligated to
search for any participant or beneficiary. It is important that
you or your beneficiary(ies) keep a current address on file with
the Plan Administrator.
XII. CLAIMS PROCEDURE
----------------
You should file a written claim for benefits with the Employer.
You will be notified of the disposition of your claim as soon as
possible. If the claim for benefits is denied, you will receive
adequate notice of such denial plus a statement of the reasons your
claim was denied, the time of the hearing of your claim and the
rules and procedures to be followed with respect to such claim. If
you feel the determination is incorrect, you have the right to have
the benefit denial reviewed. Your request for a review must be in
writing and<PAGE>
<PAGE>
submitted to the Plan Administrator within 60 days after you
receive written notification of a denial of a claim. The Plan
Administrator will complete a review of your appeal and send you a
final written decision. The decision will include the specific
reasons for the decision with reference to the pertinent Plan
provisions on which the decision is based.
XIII. ASSIGNMENT
----------
Neither you nor your beneficiary(ies) may transfer or assign any
interests you or they may have in your accounts under this Plan.
This prohibition also applies to the creation, assignment or
recognition of a right to any benefit payable with respect to you
pursuant to a domestic relations order unless such order is either
(a) entered before January 1, 1985 and payment of benefits pursuant
to such order has begun as of such date; or (b) a Qualified
Domestic Relations Order (see Section VII of this SPD).
XIV. AMENDMENT OF PLAN
-----------------
The Employer, in its discretion, may amend the Plan, provided that
such amendment does not diminish the nonforfeitable rights of any
participant in the Plan or remove an optional form of payment of
benefits.
XV. TERMINATION OF PLAN
-------------------
Although it is the Employer's intent to maintain this Plan
indefinitely, federal regulations require that you be notified that
the Plan may be terminated at any time, at the discretion of the
Employer. Upon termination of the Plan or upon liquidation of the
Employer, after payment of all expenses and after all adjustments
of participant's accounts, you will remain fully vested in the
value of your accounts. The Employer may provide at termination
that your accounts are to be distributed immediately to you; or it
may discontinue its funding obligations, "freeze" the Plan and pay
benefits at such time as you otherwise become eligible for payment
under the Plan.
<PAGE>
<PAGE>
XVI. PLAN TERMINATION INSURANCE
--------------------------
Because this is a defined contribution plan, benefits under the
Plan are not insured by the Pension Benefit Guaranty Corporation
under Title IV of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). A defined contribution plan is, by
definition, a "fully funded" plan which assumes that benefits to be
provided by the Plan will be available to participants in the event
of Plan termination.
XVII. TOP HEAVY PROVISIONS
--------------------
The Internal Revenue Code imposes certain require-ments upon a
retirement plan which becomes top heavy within the meaning of that
term contained in the Code. This Plan will be considered top heavy
if the value of the account balances of key employees is more than
60% of the sum of the account balances of all employees.
For purposes of this section, the term "key employee" means:
KEY EMPLOYEE: An employee or former employee who at any time
during the Plan Year or the four preceding Plan Years is (a) an
officer of the Employer having annual compensation from the
Employer greater than $45,000 (this compensation figure is subject
to change based on inflation); (b) one of ten employees having an
annual compensation from the Employer of $30,000 (subject to change
based on inflation) and owning, directly or indirectly, the largest
interests of the Employer; (c) a 5% or more owner of the Employer;
or (d) a 1% owner of the Employer having an annual compensation
from the Employer of more than $150,000.
If this Plan becomes top heavy, special minimum contribution rules
will become applicable. The Plan Administrator will explain these
rules to you if they apply.
XVIII. ERISA RIGHTS
------------
As a participant in the Plan, you are entitled to certain rights
and protections under the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"). ERISA provides that all Plan
participants are entitled to:
<PAGE>
<PAGE>
(a) examine, without charge, at the Employer's general offices
all Plan documents, including copies of all documents filed by the
Plan with the U.S. Department of Labor, such as annual reports and
plan descriptions.
(b) obtain copies of all Plan documents and other Plan
information upon written request to the Plan Administrator. The
Plan Administrator may make a reasonable charge for such copies.
(c) receive a summary of the Plan's annual financial report.
The Employer is required by law to furnish each participant with a
copy of this summary annual report.
(d) obtain once each year, upon written request, a statement of
the value of your accounts. This statement must be provided free
of charge.
In addition to creating rights for Plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the
Plan. These people, called "fiduciaries," have a duty to
administer the Plan prudently and to act in your interest and in
the interest of other Plan participants and beneficiaries. No one,
including your Employer, may fire you or otherwise discriminate
against you in any way to prevent you from receiving benefits or
exercising your rights under ERISA.
If your claim for benefits under the Plan is denied, in whole or in
part, you must receive a written explanation of the reason for
denial. You have the right to have the Plan Administrator review
and reconsider your claim.
Under ERISA, there are steps you can take to enforce the above
rights. For instance, if you request materials from the Plan
Administrator and do not receive them within 30 days, you may file
suit in a federal court. In such a case, the court may require the
Plan Administrator to provide the materials and pay you up to $100
a day until you receive the materials, unless the materials were
not sent because of the reasons beyond the control of the Plan
Administrator. If you have a claim for benefits which is denied or
ignored, in whole or in part, you may file suit in a state or
federal court. If it should happen that Plan fiduciaries misuse
the Plan's money or if you are discriminated against for asserting
your rights, you may seek<PAGE>
<PAGE>
assistance from the U.S. Department of Labor or you may file suit
in a federal court. The court will decide who should pay court
costs and legal fees. If you are successful, the court may order
the person you have sued to pay these costs and fees. If you lose,
the court may order you to pay these costs and fees; for example,
it if finds your claim is frivolous.
If you have any questions about your Plan, you should contact the
Plan Administrator. If you have any questions about this statement
or about your rights under ERISA, you should contact the nearest
Area Office of the U.S. Labor-Management Services Administration,
Department of Labor.
XIX. RETIREES, SEPARATED PARTICIPANTS AND BENEFICIARIES
RECEIVING BENEFITS
--------------------------------------------------
Unless otherwise stated, the rights and obligations of a retired
participant, a separated participant with vested interests and a
beneficiary receiving benefits are determined by the terms of the
Plan in effect; in the case of a retiree, as of the date of
retirement; in the case of a separated participant, as of the date
of separation and, in the case of a beneficiary receiving benefits,
as of the date on which the payment of benefits began.
Therefore, benefits presently being received by a retired
participant, a separated participant or a beneficiary will, unless
expressly stated otherwise in this SPD, continue in the same amount
and for the period provided in the form of payment previously
selected and applicable. If you have any questions, contact the
Plan Administrator.
XX. GENERAL INFORMATION
-------------------
Plan Name: The Westwood Homestead Savings Bank [29]
Salary Savings Plan and Trust
Plan Number: 02-001 [30]
Name, Address and Phone No. of Plan Administrator:
John E. Essen [31]
3002 Harrison Avenue
Cincinnati, Ohio 45211 [32]
513/661-5735 [33]
<PAGE>
<PAGE>
Name, Address and Phone No. of Employer:
The Westwood Homestead Savings Bank [34]
3002 Harrison Avenue
Cincinnati, Ohio 45211 [35]
513/661-5735 [35]
Employer Identification No.: 31-0488115 [37]
Type of Plan: defined contribution plan
Type of Plan Administration:
Administration by Plan Administrator; benefits provided by
trust.
Name and Address of Agent for Service of Legal Process:
Mary Ann Jacobs [38]
105 East Fourth Street
Suite 700
Cincinnati, Ohio 45202 [39]
Service of legal process may also be made upon the Plan Trustee or
upon the Plan Administrator.
Name, Address and Phone No. of Plan Trustee:
Jack C. Kerber
Betty F. Easter
Kenneth Elshoff
c/o The Ohio Savings and Loan League
88 East Broad Street
Columbus, Ohio 43215
614/224-6244
Plan Year: The 12 consecutive month period [40] commencing on 7/1
and ending on 6/30
Board of Directors
Westwood Homestead Financial Corporation
3002 Harrison Avenue
Cincinnati, Ohio 45211-5789
Re: The Westwood Homestead Savings Bank
401k Salary Savings Plan and Trust
Registration Statement on Form S-8
----------------------------------
Dear Board Members:
We have acted as special counsel to Westwood Homestead
Financial Corporation, an Indiana Corporation (the "Company"), in
connection with the preparation of the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as
amended, relating to participation interests in The Westwood
Homestead Savings Bank 401k Salary Savings Plan and Trust (the
"Plan") and the sale to Plan participants of shares of common
stock, par value $.01 per share (the "Common Stock") of the
Company, all as more fully described in the Registration Statement.
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion and based
thereon, we are of the opinion that the Common Stock when issued
pursuant to and in accordance with the terms of the Plan will be
legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-8 and to references to our
firm included under the caption "Legal Opinion" in the Prospectus
which is part of the Registration Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ J. Mark Poerio
------------------------
J. Mark Poerio, Esquire
<PAGE>
INTERNAL REVENUE SERVICE Department of the Treasury
Plan Description: Master Standardized
Profit Sharing Plan & Trust with CODA
CFN: 50244720002-001 Washington, DC 20224
Case: 9101575
EIN: 31-6172509 Person to Contact: Ms. Wiggins
UPD: 02 Plan: 001
Letter Serial No: D268690a Telephone No: (202) 566-3008
OHIO SAVINGS & LOAN LEAGUE Refer Reply to: E:EP:Q:8
88 EAST BROAD STREET Date: 03/05/92
COLUMBUS OH 43215
Dear Applicant:
In our opinion, the form of the plan identified above is acceptable
under Section 401 of the Internal Revenue Code for use by employers for
the benefit of their employees. This opinion relates only to the
acceptability of the form of the plan under the Internal Revenue Code.
It is not an opinion of the effect of other Federal or local statutes.
We have determined that the related trust or custodial account under
this master plan is exempt from income tax under Code Section 501(a)
You must furnish a copy of this letter to each employer who adopts this
plan. You are also required to send a copy of the approved form of the
plan, any approved amendments and related documents to each Key District
Director of Internal Revenue Service in whose jurisdiction there are
adopting employers.
Our opinion on the acceptability of the form of the plan is not a rating
or determination as to whether an employer's plan qualifies under Code
Section 401(a). An employer who adopts this plan will be considered to
have a plan qualified under Code Section 401(a) provided all the terms
of the plan are followed, and the eligibility requirements and
contribution or benefit provisions are not more favorable for highly
compensated employees than for other employees. Except as stated below,
the Key District Director will not issue a determination letter with
regard to this plan.
Our opinion does not apply to the form of the plan for purposes of Code
Section 401(a)(16) if: (1) an employer ever maintained another qualified
plan for one or more employees who are covered by this plan, other than
a specified paired plan within the meaning of section 7 of Rev. Proc.
89-9, 1989-1 C.B. 780; or (2) after December 31, 1985, the employer
maintains a welfare benefit fund defined in Code Section 419(e), which
provides postretirement medical benefits allocated to separate accounts
for key employees as defined in Code Section 419A(d)(3).
An employer that has adopted a standardized plan may not rely on this
opinion letter with respect to: (1) whether any amendment or series of
amendments to the plan satisfies the nondiscrimination requirements of
Section 1.401(a)(4)-5(a) of the regulations, except with respect to plan
amendments granting past service that meet the safe harbor described in
Section 1.401(a)(4)-5(a)(5) and are not part of a pattern of amendments
that significantly discriminates in favor of highly compensated
employees; or (2) whether the plan satisfies the effective availability
requirement of Section 1.401(a)(4)-4(c) of the regulations with respect
to any benefit, right or feature.
An employer that has adopted a standardized plan as an amendment to a
plan other than a standardized plan may not rely on this opinion letter
with respect to whether a benefit, right or other feature that is
prospectively eliminated satisfies the current availability requirements
of Section 1.401(a)-4 of the regulations.
The employer may request a determination: (1) as to whether the plan,
considered with all related qualified plans and, if appropriate, welfare
benefit funds, satisfies the requirements of Code Section 401(a)(16) as
to limitations on benefits and contributions in Code Section 415; (2)
regarding the nondiscriminatory effect of grants of past service; and
(3) with respect to whether a prospectively eliminated benefit, right or
feature satisfies the current availability requirements.
Independent Auditors' Consent
----------------------------
The Board of Directors
Westwood Homestead Financial Corporation:
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the Prospectus.
Our report refers to a change in accounting for certain
investments in debt and equity securities in 1994.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Cincinnati, Ohio
August 15, 1996
