As filed with the Securities and Exchange Commission on March 12, 1999
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
UNDER
THE SECURITIES ACT OF 1933
----------------------------
Skibo Financial Corp.
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(Exact name of registrant as specified in its charter)
United States 25-1820465
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
242 East Main Street
Carnegie, Pennsylvania 15106-0664
(412) 276-2424
----------------------------------------
(Address of principal executive offices)
First Carnegie Deposit
Salary Deferral Plan and Trust
------------------------------
(Full Title of the Plan)
Richard Fisch, Esq.
Ruel B. Pile, Esq.
Evan M. Seigel, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
---------------------------------------------------------
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Proposed Maximum Amount of
Title of Securities Amount to be Proposed Maximum Aggregate Offering Registration
to be Registered (1) Registered (2) Offering Price Per Unit (3) Price (4) Fee
- -------------------- -------------- --------------------------- --------- ----
<S> <C> <C> <C> <C>
Common Stock
$.10 par value 25,400 shares $7.625 $193,675 $53.84
==============================================================================================================
</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 to be offered or sold pursuant to the First Carnegie Deposit
Salary Deferral 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 Skibo Financial Corp.
(the "Company") in the open market, 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 the Company.
(3) Estimated solely for the purpose of calculating the registration fee
and calculated pursuant to Rule 457(c) based on the average of the high
and low prices of the Common Stock reported in the Nasdaq SmallCap
Market on March 8, 1999. (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>
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 25,400
shares of Skibo Financial Corp. (the "Company" or "Registrant") common stock,
$.10 par value per share (the "Common Stock") reserved for issuance and delivery
under the First Carnegie Deposit Salary Deferral 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 October 30, 1998 and,
accordingly, files 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 documents filed by the Company are incorporated in this
Registration Statement and the Prospectus constituting Part I of this
Registration Statement:
(1) The Company's Form 8-K filed with the Commission on October 30,
1998; and
(2) The Company's Quarterly Report on Form 10-QSB for the quarters
ended December 31, 1998 and September 30, 1998, as filed with the Commission.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, 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.
- ------
Not Applicable
Item 5. Interests of Named Experts and Counsel.
- ------
Not Applicable
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<PAGE>
Item 6. Indemnification of Directors and Officers.
- ------
Federal Regulations define areas for indemnity coverage by First
Carnegie Deposit (the "Bank") as follows:
(a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the Bank shall be indemnified by
the Bank, as the case may be, for:
(i) Any amount for which such person becomes liable under a
judgment in such action; and
(ii) Reasonable costs and expenses, including reasonable attorney's
fees, actually paid or incurred by such person in defending or settling
such action, or in enforcing his or her rights to indemnification if
the person attains a favorable judgment in such enforcement action.
(b) Indemnification provided for in subparagraph (a) shall be made to
such officer or director only if the requirements of this subparagraph are met:
(i) The Bank shall make the indemnification provided by subparagraph
(a) in connection with any such action which results in a final
judgment on the merits in favor of such officer or director.
(ii) The Bank shall make the indemnification provided by
subparagraph (a) in case of settlement of such action, final judgment
against such director or officer or final judgment in favor of such
director or officer other than on the merits, if a majority of the
disinterested directors of the Bank determines that such a director or
officer was acting in good faith within the scope of his or her
employment or authority as he or she could reasonably have perceived it
under the circumstances and for a purpose which he or she could
reasonably have believed under the circumstances was in the best
interest of the Bank or its members.
(c) As used in this paragraph:
(i) "action" means any judicial or administrative proceeding, or
threatened proceeding, whether civil, criminal, or otherwise, including
any appeal or other proceeding for review;
(ii) "final judgment" means a judgment, decree, or order which is
not appealable and as to which the period for appeal has expired with
no appeal taken;
(iii) "settlement" includes the entry of a judgment by consent or by
confession or a plea of guilty of nolo contendere.
Office of Thrift Supervision regulations subject the Company to the
same indemnification regulations applicable to the Bank and described above.
Item 7. Exemption from Registration Claimed.
- ------
Not Applicable
2
<PAGE>
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.
In lieu of an opinion of counsel concerning the Plan's compliance with the
requirements of ERISA, the Company hereby undertakes that it has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) 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;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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) 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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
(b) 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 section 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)
3
<PAGE>
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.
(c) 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 is 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.
(d) 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 1933 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 expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carnegie in the Commonwealth State of Pennsylvania,
on the 12th day of March, 1999.
SKIBO FINANCIAL CORP.
By: /s/ Walter G. Kelly
---------------------------------------
Walter G. Kelly
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Skibo Financial Corp., do
hereby severally constitute and appoint Walter G. Kelly as our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Walter G. Kelly may deem
necessary or advisable to enable Skibo Financial Corp. to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the offering of the Company's Common Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Walter G. Kelly shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
/s/Walter G. Kelly /s/Carol A. Gilbert
- ----------------------------------- -----------------------------------
Walter G. Kelly Carol A. Gilbert
President, Chief Executive Officer Chief Financial, Operating Officer
(Principal Executive Officer) and Treasurer
Date: March 12, 1999 (Principal Financial and Accounting
Officer)
Date: March 12, 1999
/s/John C. Burne /s/John T. Mendenhall, Jr.
- ----------------------------------- -----------------------------------
John C. Burne John T. Mendenhall, Jr.
Chairman of the Board and Director Director
Date: March 12, 1999 Date: March 12, 1999
/s/Alexander J. Senules
- ----------------------------------- -----------------------------------
Layne W. Craig Alexander J. Senules
Director Vice President and Secretary
Date: Date: March 12, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned trustee of the First Carnegie Deposit Salary Deferral Plan and Trust
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Carnegie, Commonwealth of
Pennsylvania, on this 12th day of March, 1999.
FIRST CARNEGIE DEPOSIT
SALARY DEFERRAL PLAN AND TRUST
By: /s/ Walter G. Kelly
---------------------------------------
Walter G. Kelly
Trustee
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
4.1 Summary Plan Description for the First Carnegie Deposit Salary
Deferral Plan and Trust
5.1 Favorable determination letter dated February 1,
1995, confirming that the Plan is qualified under
Section 401 of the Internal Revenue Code of 1986, as amended
5.2 Participant Voluntary Election Form
EXHIBIT 4.1
Summary Plan Description of the Plan
<PAGE>
FIRST CARNEGIE DEPOSIT
SALARY DEFERRAL PLAN AND TRUST
SUMMARY PLAN DESCRIPTION
February 1999
<PAGE>
TABLE OF CONTENTS
I
INTRODUCTION TO YOUR PLAN
II
GENERAL INFORMATION ABOUT YOUR PLAN
1. General Plan Information......................................... 2
2. Employer Information............................................. 2
3. Plan Administrator Information................................... 2
4. Plan Trustee Information......................................... 3
5. Service of Legal Process......................................... 3
III
PARTICIPATION IN YOUR PLAN
1. Eligibility Requirement.......................................... 3
2. Participation Requirements....................................... 4
3. Excluded Persons................................................. 4
IV
CONTRIBUTIONS TO YOUR PLAN
1. Employer Contributions to the Plan............................... 4
2. Participant Salary Reduction Election............................ 4
3. Voluntary Contributions.......................................... 6
4. Your Share of Employer Contributions............................. 6
5. Compensation..................................................... 7
6. Transfers From Qualified Plans (Rollovers)....................... 8
7. Directed Investments............................................. 8
V
BENEFITS UNDER YOUR PLAN
1. Distribution of Benefits Upon Normal Retirement.................. 8
2. Distribution of Benefits Upon Late Retirement.................... 8
3. Distribution of Benefits Upon Death.............................. 9
4. Distribution of Benefits Upon Disability......................... 10
5. Distribution of Benefits Upon Termination of Employment.......... 10
6. In-Service Distributions......................................... 10
7. Vesting in Your Plan............................................. 11
8. Benefit Payment Options.......................................... 11
<PAGE>
9. Hardship Distribution of Benefits................................ 11
10. Treatment of Distributions From Your Plan........................ 13
11. Domestic Relations Order......................................... 14
12. Pension Benefit Guaranty Corporation............................. 14
VI
YEAR OF SERVICE RULES
1. Year of Service and Hour of Service.............................. 14
2. 1-Year Break in Service.......................................... 15
VII
YOUR PLAN'S "TOP HEAVY RULES"
1. Explanation of "Top Heavy Rules"................................. 15
VIII
LOANS
1. Loan Requirements............................................... 16
IX
CLAIMS BY PARTICIPANTS AND BENEFICIARIES
1. The Claims Review Procedure...................................... 18
X
STATEMENT OF ERISA RIGHTS
1. Explanation of Your ERISA Rights................................. 19
XI
AMENDMENT AND TERMINATION OF YOUR PLAN
1. Amendment........................................................ 21
2. Termination...................................................... 21
XII
OTHER ITEMS
1. No Guarantees of Employment...................................... 21
2. Appendix
a. Notice of Tax Treatment Plan Distribution Appendix-1
b. Beneficiary Form Appendix-2
c. Application for Disbursement Appendix-3
<PAGE>
FIRST CARNEGIE DEPOSIT
SALARY DEFERRAL PLAN AND TRUST
SUMMARY PLAN DESCRIPTION
I
INTRODUCTION TO YOUR PLAN
First Carnegie Deposit has amended your Profit Sharing Plan as of
January 1, 1989. First Carnegie Deposit continues to recognize the efforts you
have made to its success. This amended Profit Sharing Plan is for the exclusive
benefit of eligible employees and their beneficiaries.
Your Plan is a "salary reduction plan." It is also called a "401(k)
plan." Under this type of plan, you may choose to reduce your compensation and
have these amounts contributed to this Plan on your behalf.
The purpose of this Plan is to reward eligible employees for long and
loyal service by providing them with retirement benefits.
Between now and your retirement, your Employer intends to make
contributions for you and other eligible employees. When you retire, you will be
eligible to receive the value of the amounts which have accumulated in your
account.
Your Employer has the right to submit this Plan to the Internal Revenue
Service for approval. The Internal Revenue Service will issue a "determination
letter" to your Employer approving this Plan as a "qualified" retirement plan,
if this Plan meets specific legal requirements.
This Summary Plan Description is a brief description of your Plan and
your rights, obligations, and benefits under that Plan. Some of the statements
made in this Summary Plan Description are dependent upon this Plan being
"qualified" under the provisions of the Internal Revenue Code. This Summary Plan
Description is not meant to interpret, extend, or change the provisions of your
Plan in any way. The provisions of your Plan may only be determined accurately
by reading the actual Plan document.
A copy of your Plan is on file at your Employer's office and may be
read by you, your beneficiaries, or your legal representatives at any reasonable
time. If you have any questions regarding either your Plan or this Summary Plan
Description, you should ask your Plan's Administrator. In the event of any
discrepancy between this Summary Plan Description and the actual provisions of
the Plan, the Plan will govern.
II
GENERAL INFORMATION ABOUT YOUR PLAN
There is certain general information which you may need to know about
your Plan. This information has been summarized for you in this section.
<PAGE>
1. General Plan Information
First Carnegie Deposit Salary Deferral Plan and Trust is the name of
your Plan.
Your Employer has assigned Plan Number 002 to your Plan.
The amended and restated provisions of your Plan became effective on
January 1, 1989.
Your Plan's records are maintained on a twelve-month period of time.
This is known as the Plan Year. The Plan Year begins on January lst and ends on
December 31st.
Certain valuations and distributions are made on the Anniversary Date
of your Plan. This date is December 31st.
The contributions made to your Plan will be held and invested by the
Trustee of your Plan.
Your Plan will be governed by the laws of the Commonwealth of
Pennsylvania.
2. Employer Information
Your Employer's name, address and identification number are:
First Carnegie Deposit
242 East Main Street
Carnegie, Pennsylvania 15106-0664
25-0393335
Your Plan allows other employers to adopt its provisions. You or your
beneficiaries may examine or obtain a complete list of employers, if any, who
have adopted your Plan by making a written request to the Administrator.
3. Plan Administrator Information
The name, address and business telephone number of your Plan's
Administrator are:
Walter G. Kelly
First Carnegie Deposit
242 East Main Street
Carnegie, Pennsylvania 15106-0664
(412) 276-2424
Your Plan's Administrator keeps the records for the Plan and is
responsible for the administration of the Plan. The Administrator has
discretionary authority to construe the terms
2
<PAGE>
of the Plan and make determinations on questions which may affect your
eligibility for benefits. Your Plan's Administrator will also answer any
questions you may have about your Plan.
4. Plan Trustee Information
The names of your Plan's Trustee is:
Walter G. Kelly
The principal place of business of your Plan's Trustee is:
First Carnegie Deposit
242 East Main Street
Carnegie, Pennsylvania 15106-0664
Your Plan's Trustee has been designated to hold and invest Plan assets
for the benefit of you and other Plan participants. The trust fund established
by the Plan's Trustee will be the funding medium used for the accumulation of
assets from which benefits will be distributed.
5. Service of Legal Process
The name and address of your Plan's agent for service of legal process
are:
First Carnegie Deposit
242 East Main Street
Carnegie, Pennsylvania 15106-0664
Service of legal process may also be made upon the Trustee or
Administrator.
III
PARTICIPATION IN YOUR PLAN
Before you become a member or a "participant" in the Plan, there are
certain eligibility and participation rules which you must meet. These rules are
explained in this section.
1. Eligibility Requirement
You will be eligible to participate in the Plan if you have completed
one (1) Year of Service.
You should review the Article in this Summary entitled "YEAR OF SERVICE
RULES" for a further explanation of this eligibility requirement.
3
<PAGE>
2. Participation Requirements
Once you have satisfied your Plan's eligibility requirement, your next
step will be to actually become a member or a "participant" in the Plan. You
will become a participant on a specified day of the Plan Year. This day is
called the Effective Date of Participation.
You will become a participant on the first day of the calendar quarter
coinciding with or next following the date you satisfy your Plan's eligibility
requirements.
3. Excluded Persons
There are certain persons who will not be eligible to participate in
your Plan. Those persons are:
independent contractors, non-employee directors of the Bank, and
certain leased employees.
IV
CONTRIBUTIONS TO YOUR PLAN
1. Employer Contributions to the Plan
Each year, your Employer will contribute to your Plan the following
amounts:
(a) The total amount of the salary reduction you elected to defer. (See
the Section in this Article entitled "Participant Salary Reduction
Election.")
(b) A discretionary matching contribution equal to a percentage of the
amount of the salary reduction you elected to defer, which percentage
will be determined each year by the Employer.
You will share in this matching contribution if you complete a Year of
Service and regardless of whether you are employed on the last day of
each Plan Year.
(c) A discretionary amount determined each year by your Employer.
You must complete a Year of Service to share in this contribution.
2. Participant Salary Reduction Election
As a participant, you may elect to defer up to 15% of your compensation
each year instead of receiving that amount in cash. However, your total
deferrals in any taxable year may not exceed a dollar limit which is set by law.
The limit for 1999 is $10,000. This limit will be increased in future years for
cost of living changes.
4
<PAGE>
The amount you elect to defer will be deducted from your pay in
accordance with a procedure established by your Employer and Administrator. The
procedure will require that you enter into a written salary reduction agreement
after you satisfy the Plan's eligibility requirements. You may change (increase
or decrease) your elective deferral contributions to the Plan effective as of
the first day of the first payroll period coincident with or next following the
January 1, April 1, July 1, or October 1 of each Plan year by submitting a form
to the Plan Administrator at least two weeks prior to the first day of such
payroll period.
You may stop making elective deferral contributions as of the first day
of any payroll period by submitting a form to the Plan Administrator at least
two weeks prior to the first day of such payroll period. If, however, you elect
to stop making elective deferral contributions, you may not elect to restart
elective deferral contributions until the first day of the first payroll period
coincident with or next following January 1, April 1, July 1, or October 1 by
submitting a form to the Plan Administrator at least two weeks prior to the
first day of such payroll period.
The amount you elect to defer, and any earnings on that amount, will
not be subject to income tax until it is actually distributed to you. This money
will, however, be subject to Social Security taxes at all times.
You should also be aware that the annual dollar limit is an aggregate
limit which applies to all deferrals you may make under this plan or other cash
or deferred arrangements (including tax-sheltered 403(b) annuity contracts,
simplified employee pensions or other 401(k) plans in which you may be
participating). Generally, if your total deferrals under all cash or deferred
arrangements for a calendar year exceed the annual dollar limit, the excess must
be included in your income for the year. For this reason, it is desirable to
request in writing that these excess deferrals be returned to you. If you fail
to request such a return, you may be taxed a second time when the excess
deferral is ultimately distributed from the Plan.
You must decide which plan or arrangement you would like to have return
the excess. If you decide that the excess should be distributed from this Plan,
you should communicate this in writing to the Administrator no later than the
March 1st following the close of the calendar year in which such excess
deferrals were made. If the entire dollar limit is exceeded in this Plan or any
other plan maintained by the Employer, you will be deemed to have notified the
Administrator of the excess. The Administrator will then return the excess
deferral and any earnings to you by April 15th.
In the event you receive a hardship distribution from your deferrals to
this Plan or any other plan maintained by your Employer, you will not be allowed
to make additional salary reductions for a period of twelve (12) months after
you receive the distribution. Furthermore, the dollar limitation set by law with
respect to your taxable year following the year in which you received the
distribution, will be reduced by your salary reductions, if any, for the taxable
year of the distribution.
5
<PAGE>
You will always be 100% vested in the amount you deferred. This means
that you will always be entitled to all of the deferred amount. This money will,
however, be affected by any investment gains or losses. If the Trustee invested
this money and there was a gain, the balance in your account would increase. Of
course, if there was a loss, the balance in your account would decrease. Your
interest in this account cannot be forfeited for any reason.
Distributions from your deferred account are not permitted before age
59 1/2 EXCEPT in the event of:
(a) death;
(b) disability;
(c) termination of employment; or
(d) reasons of proven financial hardship (See the Section in the
Article entitled "Hardship Distribution of Benefits").
In addition, if you are a highly compensated employee (generally
owners, officers or individuals receiving wages in excess of certain amounts
established by law), a distribution from your deferred account of certain excess
contributions may be required to comply with the law.
The Administrator will notify you when a distribution is required.
3. Voluntary Contributions
You may, at the discretion of the Plan Administrator, make voluntary
after-tax contributions to the Plan. There are certain limitations, which may
change from year to year, on the amount you may contribute. If these limitations
are exceeded, any excess contributions will be returned to you. Please contact
the Plan Administrator if you need additional information.
4. Your Share of Employer Contributions
Your Employer will allocate the amount you elect to defer to an account
maintained by the Trustee on your behalf.
If you are eligible, your Employer will also allocate the matching
contribution made to the Plan on your behalf. (See the Section in this Article
entitled "Employer Contributions to the Plan.")
Your Employer's discretionary contribution will be "allocated" or
divided among participants eligible to share in the contribution for the Plan
Year. Your share of the contribution will depend upon how much compensation you
received during the year and the compensation received by other eligible
participants.
6
<PAGE>
Your share of your Employer's discretionary contribution is determined
by the following fraction:
Your Compensation
Employer's X --------------------------
Discretionary Contribution Total Compensation of All
Participants Eligible to
Share
For example: Suppose the Employer's discretionary contribution for the
Plan Year is $20,000. Employee A's compensation for the Plan Year is
$25,000. The total compensation of all participants eligible to share,
including Employee A, is $250,000. Employee A's share will be:
$25,000
$20,000 X or $2,000
---------------
$250,000
In addition to the Employer's contributions made to your account, your
account will be credited annually with a share of the investment earnings or
losses of the trust fund.
You should also be aware that the law imposes certain limits on how
much money may be allocated to your account for a year. These limits are
extremely complex but generally no more than the lesser of $30,000 or 25% of
your compensation may be allocated to you (excluding earnings or losses) in any
year. The Administrator will inform you if these limits have affected you.
5. Compensation
For the purposes of your Plan, compensation has a special meaning.
Compensation is defined as your total compensation during a Plan Year that is
subject to income tax and is reflected on your W-2 Form. Your compensation for
Plan purposes does not include reimbursements or other expense allowances,
fringe benefits (cash or non-cash), moving expenses, deferred compensation,
welfare benefits, commissions, or compensation earned while not a participant in
the Plan.
Your compensation will be recognized for benefit purposes from your
date of entry into the Plan.
The Plan, by law, cannot recognize compensation in excess of $160,000.
This amount will be adjusted in future years for cost of living increases. If
you may be affected by this rule,
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ask your Administrator for further details. For any short Plan Year, the
adjusted $160,000 limit will be prorated based upon the number of full months in
the short Plan Year.
6. Transfers From Qualified Plans (Rollovers)
At the discretion of the Administrator, you may be permitted to deposit
into your Plan distributions you have received from other plans. Such a deposit
is called a "rollover" and may result in tax savings to you. You should consult
qualified counsel to determine if a rollover is in your best interest.
Your rollover will be placed in a separate account called a
"participant's rollover account." The Administrator may establish rules for
investment.
You will always be 100% vested in your "rollover account." This means
that you will always be entitled to all of your rollover contributions. Rollover
contributions will be affected by any investment gains or losses. If the Trustee
invested this money and there was a gain, the balance in your account would
increase. Of course, if there were a loss from an investment, the balance in
your account would decrease.
7. Directed Investments
The Administrator may establish rules for investment of your account
balance. If the Administrator approves, you may direct the Trustee as to the
investment of your account balance.
V
BENEFITS UNDER YOUR PLAN
1. Distribution of Benefits Upon Normal Retirement
Your Normal Retirement Date is the date you reach you 65th birthday.
At your Normal Retirement Date, you will be entitled to 100% of your
account balance. Payment of your benefits will, at your election, begin as soon
as practicable after the close of the Plan Year following your actual retirement
but not prior to your Normal Retirement Date.
2. Distribution of Benefits Upon Late Retirement
Your Late Retirement Date is the Anniversary Date coinciding with or
next following your actual retirement date after reaching your Normal Retirement
Date, but no later than April 1 of the calendar year following the calendar year
in which you attain age 70 1/2. For Plan Years beginning after December 31,
1996, such Late Retirement Date shall be the later of attainment of age 70 1/2
or the actual date of retirement and termination of employment. This later
provision, however, shall not apply to owners of 5% or more of the common stock
of Skibo Financial Corp.
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Actual benefit payments will begin as soon as practicable after the
close of the Plan Year following the Late Retirement Date.
3. Distribution of Benefits Upon Death
Your beneficiary will be entitled to 100% of your account balance upon
your death.
If you are married at the time of your death, your spouse will be the
beneficiary of the death benefit, unless you otherwise elect in writing on a
form to be furnished to you by the Administrator. IF YOU WISH TO DESIGNATE A
BENEFICIARY OTHER THAN YOUR SPOUSE, HOWEVER, YOUR SPOUSE MUST IRREVOCABLY
CONSENT TO WAIVE ANY RIGHT TO THE DEATH BENEFIT. YOUR SPOUSE'S CONSENT MUST BE
IN WRITING, BE WITNESSED BY A NOTARY OR A PLAN REPRESENTATIVE AND ACKNOWLEDGE
THE SPECIFIC NONSPOUSE BENEFICIARY.
If, however,
(a) your spouse has validly waived any right to the death benefit
in the manner outlined above,
(b) your spouse cannot be located; or
(c) you are not married at the time of your death,
then your death benefit will be paid to the beneficiary of your own choosing in
installments or as a single lump sum, as you or your beneficiary may elect. You
may designate the beneficiary on a form to be supplied to you by the
Administrator. If you change your designation, your spouse must again consent to
the change.
If your account balance exceeds $5,000, and if payments had not
commenced prior to your death, your account balance will be distributed to your
designated beneficiary, as he or she elects in writing, but in no event later
than December 31 of the fifth (5th) calendar year after your death. However, if
your surviving spouse is entitled to one hundred percent (100%) of your account
balance, your surviving spouse may elect in writing to receive the account
balance at any time, except that in no event may it be paid later than the date
you would have attained age seventy and one-half (70 1/2) if you had lived.
If your account balance is less that $5,000, the Plan Administrator
shall make immediate distribution of your account balance without any written
election.
Since your spouse has certain rights in the death benefit, you should
immediately report any change in your marital status to the Administrator.
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4. Distribution of Benefits Upon Disability
Under your Plan, disability is defined as a physical or mental illness
or injury which occurs while in the employ of the Employer and which condition
must constitute a total disability under the federal Social Security Acts.
If you become disabled while a participant, you will be entitled to
100% of your account balance. Payment of your disability benefits will be made
to you as if you had retired. (See the Section in this Article entitled "Benefit
Payment Options.")
5. Distribution of Benefits Upon Termination of Employment
Your Plan is designed to encourage you to stay with your Employer until
retirement. Payment of your account balance under your Plan is only available
upon your death, disability, retirement or attainment of age 59 1/2.
If you so elect, the Administrator will direct the Trustee to
distribute your account balance to you before the date it would normally be
distributed (upon your death, disability retirement or attainment of age 59
1/2). If your account balance under the Plan at the time of any prior
distribution exceeded $5,000 or currently exceeds $5,000, you (and your spouse,
if you are married) must give written consent before the distribution may be
made. Amounts of $5,000 or less will be distributed without the need for
consent. (See the Section in this Article entitled "Benefit Payment Options" for
a further explanation of how benefits are paid from the Plan.)
6. In-Service Distributions
You may elect to receive an in-service distribution of your entire
account balance if you are age 59 1/2 or older and have been eligible to
participate in the Plan for at least five (5) years.
If you are age 59 1/2 or older but have been eligible for the Plan for
less than five (5) consecutive years of participation, the maximum amount that
may be withdrawn is your account balance less any employer contributions
allocated to your account that have been invested in the Plan for less than
twenty-four (24) consecutive months.
If you have not attained age 59 1/2 and have been less than five (5)
consecutive years of participation, the maximum amount which you can withdraw is
the lesser of (i) the amount approved for hardship (see Question 9 below) or
(ii) your entire account balance less employer contributions allocated to your
account that have been invested in the Plan for less than twenty-four (24)
consecutive months. After you have five (5) consecutive years of participation
in the Plan, the maximum amount which you can withdraw is the amount approved
for hardship.
Any such distribution will reduce the value of the benefits you will
receive at normal retirement. Please see the Plan Administrator if you need more
information.
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7. Vesting in Your Plan
Your "vested percentage" in your account is always 100%.
Your vested benefit will normally be distributed to you or your
beneficiary upon your death, disability or retirement.
8. Benefit Payment Options
You may receive your benefits under the Plan in either a cash lump sum
payment or in substantially equal installments not less than frequently than
annually over a period not exceeding your life expectancy or your life
expectancy and any individual you designate as your Beneficiary; provided that,
if such designated Beneficiary is not your spouse and is more than ten (10)
years younger than you, the installments shall be paid over a period not
exceeding the joint life expectancy of you and a Beneficiary ten (10) years
younger than you.
Regardless of the form of payment you receive, its value to you will be
the same value as each alternative form of payment.
GENERALLY, WHENEVER A DISTRIBUTION IS TO BE MADE TO YOU ON OR AS OF AN
ANNIVERSARY DATE, IT MAY BE MADE ON SUCH DATE OR AS SOON THEREAFTER AS IS
PRACTICABLE. HOWEVER, UNLESS YOU ELECT IN WRITING TO DEFER THE RECEIPT OF
BENEFITS, NO DISTRIBUTION MAY BEGIN LATER THAN THE 60TH DAY AFTER THE CLOSE OF
THE PLAN YEAR IN WHICH THE LATEST OF THE FOLLOWING EVENTS OCCURS:
(a) the date on which you reach your Normal Retirement Age;
(b) the 5th anniversary of the year in which you became a participant
in the Plan;
(c) the date you terminated employment with your Employer.
Regardless of whether you elect to delay the receipt of benefits, there
are other rules which generally require minimum payments to begin no later than
the (i) attainment of age 70 1/2 or (ii) the actual date of retirement and
termination of employment. However, owners of 5% or more of the common stock of
Skibo Financial Corp. must begin receiving distributions by April 1 of the
calendar year following the calendar year in which age 70 1/2 is attained. You
should see the Administrator if you feel you may be affected by this rule.
9. Hardship Distribution of Benefits
The Administrator may direct the Trustee to distribute up to 100% of
your account
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balance attributable to your salary reduction election in the event of immediate
and heavy financial need. This hardship distribution is not in addition to your
other benefits and will therefore reduce the value of the benefits you will
receive at normal retirement.
Withdrawal will be authorized only if the distribution is to be used
for one of the following purposes:
(a) The payment of expenses for medical care (described in Section
213(d) of the Internal Revenue Code) previously incurred by you or your
dependent or necessary for you or your dependent to obtain medical
care;
(b) The costs directly related to the purchase of your principal
residence (excluding mortgage payments);
(c) The payment of tuition and related educational fees for the next
twelve (12) months of post-secondary education for yourself, your
spouse or dependent;
(d) The payment necessary to prevent your eviction from your principal
residence or foreclosure on the mortgage of your principal residence;
(e) funeral expenses for a member of your family.
A distribution will be made from your account, but only if you certify
and agree that all of the following conditions are satisfied:
(a) The distribution is not in excess of the amount of your immediate
and heavy financial need. The amount of your immediate and heavy
financial need may include any amounts necessary to pay any federal,
state, or local income taxes or penalties reasonably anticipated to
result from the distribution;
(b) You have obtained all distributions, other than hardship
distributions, and all nontaxable (at the time of the loan) loans
currently available under all plans maintained by your Employer;
(c) That your elective contributions and employee contributions will be
suspended for at least twelve (12) months after your receipt of the
hardship distribution; and
(d) That you will not make elective contributions for your taxable year
immediately following the taxable year of the hardship distribution,
except to the extent permitted by the Plan.
In addition to these rules, there are restrictions placed on hardship
distributions which are made from certain accounts. These accounts are generally
the accounts which receive your salary
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reduction contributions. Any hardship distribution from these accounts will be
limited, as of the date of distribution, to the balance of your elective
deferrals on such date, reduced by the amount of any previous distributions made
to you from these accounts. Ask your Administrator if you need further details.
If you are married, your spouse must consent in writing to the hardship
withdrawal.
10. Treatment of Distributions From Your Plan
Whenever you receive a distribution from your Plan, it will normally be
subject to income taxes. You may, however, reduce, or defer entirely, the tax
due on your distribution through use of one of the following methods:
(a) The rollover of all or a portion of the distribution to an
Individual Retirement Account (IRA) or another qualified employer plan.
This will result in no tax being due until you begin withdrawing funds
from the IRA or other qualified employer plan. The rollover of the
distribution, however, MUST be made within strict time frames
(normally, within 60 days after you receive your distribution). Under
certain circumstances all or a portion of a distribution may not
qualify for this rollover treatment. In addition, most distributions
will be subject to mandatory federal income tax withholding at a rate
of 20%. This will reduce the amount you actually receive. For this
reason, if you wish to rollover all or a portion of your distribution
amount, the direct transfer option described in paragraph (b) below
would be the better choice.
(b) You may request for most distributions that a direct transfer of
all or a portion of your distribution amount be made to either an
Individual Retirement Account (IRA) or another qualified employer plan
willing to accept the transfer. A direct transfer will result in no tax
being due until you withdraw funds from the IRA or other qualified
employer plan. Like the rollover, under certain circumstances all or a
portion of the amount to be distributed may not qualify for this direct
transfer. If you elect to actually receive the distribution rather than
request a direct transfer, then in most cases 20% of the distribution
amount will be withheld for federal income tax purposes. If you decide
to directly transfer all or a portion of your distribution amount, you
(and your spouse, if you are married) must first waive the annuity form
of payment. (See the Section in this Article entitled "Benefit Payment
Options" for a further explanation of this waiver requirement.)
(c) The election of favorable income tax treatment under "10-year
forward averaging," "5-year forward averaging" or, if you qualify,
"capital gains" method of taxation.
WHENEVER YOU RECEIVE A DISTRIBUTION, THE ADMINISTRATOR WILL DELIVER TO
YOU A MORE DETAILED EXPLANATION OF THESE OPTIONS. HOWEVER, THE RULES WHICH
DETERMINE WHETHER YOU QUALIFY FOR FAVORABLE TAX TREATMENT ARE VERY COMPLEX. YOU
SHOULD CONSULT WITH QUALIFIED TAX COUNSEL BEFORE MAKING A CHOICE.
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11. Domestic Relations Order
As a general rule, your interest in your account, including your
"vested interest," may not be alienated. This means that your interest may not
be sold, used as collateral for a loan, given away or otherwise transferred. In
addition, your creditors may not attach, garnish or otherwise interfere with
your account.
There is an exception, however, to this general rule. The Administrator
may be required by law to recognize obligations you incur as a result of court
ordered child support or alimony payments. The Administrator must honor a
"qualified domestic relations order." A "qualified domestic relations order" is
defined as a decree or order issued by a court that obligates you to pay child
support or alimony, or otherwise allocates a portion of your assets in the Plan
to your spouse, former spouse, child or other dependent. If a qualified domestic
relations order is received by the Administrator, all or a portion of your
benefits may be used to satisfy the obligation. The Administrator will determine
the validity of any domestic relations order received.
12. Pension Benefit Guaranty Corporation
Benefits provided by your Plan are NOT insured by the Pension Benefit
Guaranty Corporation (PBGC) under Title IV of the Employee Retirement Income
Security Act of 1974 because the insurance provisions under ERISA are not
applicable to your Plan.
VI
YEAR OF SERVICE RULES
1. Year of Service and Hour of Service
The term "Year of Service" is used throughout this Summary Plan
Description and throughout your Plan. A Year of Service for eligibility purposes
is defined as follows:
You will have completed a Year of Service if, at the end of your first
twelve consecutive months of employment with your Employer, you have been
credited with 1000 Hours of Service.
If you have not been credited with 1000 Hours of Service by the end of
your first twelve consecutive months of employment, you will have completed a
Year of Service at the end of any following Plan Year during which you were
credited with 1000 Hours of Service.
You will have completed a Year of Service for purposes of sharing in
Employer contributions if you are credited with 1000 Hours of Service during a
Plan Year.
Also, for the purposes of the Plan, your Years of Service with an
affiliated company shall be included.
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For purposes of determining whether you have completed a Year of
Service where the computation period is based upon a short Plan Year, your
Administrator will notify you of the number of the Hours of Service that are
required and the method of calculating a Year of Service.
An "Hour of Service" has a special meaning for Plan purposes. You will
be credited with an Hour of Service for:
(a) each hour for which you are directly or indirectly compensated by
your Employer for the performance of duties during the Plan Year;
(b) each hour for which you are directly or indirectly compensated by
your Employer for reasons other than performance of duties (such as
vacation, holidays, sickness, disability, lay-off, military duty, jury
duty or leave of absence during the Plan Year); and
(c) each hour for back pay awarded or agreed to by your Employer.
You will not be credited for the same Hours of Service both under (a)
or (b), as the case may be, and under (c).
2. 1-Year Break in Service
A 1-Year Break in Service is a computation period during which you have
not completed more than 500 Hours of Service with your Employer.
A 1-Year Break in Service does NOT occur, however, in the computation
period in which you enter or leave the Plan for reasons of:
(a) an authorized leave of absence;
(b) certain maternity or paternity absences.
The Administrator will be required to credit you with Hours of Service
for a maternity or paternity absence. These are absences taken on account of
pregnancy, birth, or adoption of your child. No more than 501 Hours of Service
shall be credited for this purpose and these Hours of Service shall be credited
solely to avoid your incurring a 1-Year Break in Service. The Administrator may
require you to furnish proof that your absence qualifies as a maternity or
paternity absence.
VII
YOUR PLAN'S "TOP HEAVY RULES"
1. Explanation of "Top Heavy Rules"
A 401(k) Profit Sharing Plan that primarily benefits "key employees" is
called a "top
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heavy plan." Key employees are certain owners or officers of your Employer. A
Plan is a "top heavy plan" when more than 60% of the contributions or benefits
have been allocated to key employees.
Each year, the Administrator is responsible for determining whether
your Plan is a "top heavy plan."
If your Plan becomes top heavy in any Plan Year, then non-key and key
employees will be entitled to certain "top heavy minimum benefits," and other
special rules will apply. Among these top heavy rules are the following:
(a) Your Employer may be required to make a contribution equal to 3% of
your compensation to your account;
(b) If you are a participant in more than one plan, you may not be
entitled to minimum benefits under both plans.
VIII
LOANS
You may apply to the Administrator for a loan from the Plan. Your
application must be in writing on forms which the Administrator will provide to
you. The Administrator may also request that you provide additional information,
such as financial statements, tax returns and credit reports. After considering
your application, the Administrator may, in its discretion, determine that you
qualify for the loan. The Administrator will inform the Trustee that you
qualify. The Trustee may then review the Administrator's determination and make
a loan to you if it is a prudent investment for the Plan.
1. Loan Requirements
There are various rules and requirements that apply for any loan. These
rules are outlined in this section. In addition, your Employer has established a
written loan program which explains these requirements in more detail. You can
request a copy of the loan program from the Administrator. Generally, the rules
for loans include the following:
(a) Loans must be made available to all participants and their
beneficiaries on a uniform and non-discriminatory basis.
(b) All loans must be adequately secured. You may use up to one-half
(1/2) of your vested account balance under the Plan as security for the
loan. If more security is required, your principal residence may be
used, if permitted by State law. The Plan requires that repayments on
the loan obligation be by payroll deduction.
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(c) All loans must bear a reasonable rate of interest. The interest
rate must be one a bank or other professional lender would charge for
making a loan in a similar circumstance.
(d) All loans must have a definite repayment period which provides for
payments to be made not less frequently than quarterly, and for the
loan to be amortized on a level basis over a reasonable period of time,
not to exceed five (5) years. However, if you use the loan to acquire
your principal residence, you may repay the loan over a reasonable
period of time that may be longer than five (5) years.
(e) All loans will be considered a directed investment from your
account under the Plan. All payments of principal and interest by you
on a loan shall be credited to your account.
(f) The amount the Plan may loan to you is limited by rules under the
Internal Revenue Code. All loans, when added to the outstanding balance
of all other loans from the Plan, will be limited to the lesser of:
(1) $50,000 reduced by the excess, if any, of your highest
outstanding balance of loans from the Plan during the one-year
period prior to the date of the loan over your current
outstanding balance of loans; or
(2) 1/2 of your vested account balance.
The minimum loan amount is $1,000.
(g) Your spouse must consent to any loan before it can be made if you
use your vested interest as security for the loan. This rule only
applies if the vested interest used as security exceeds $5,000.
(h) Loans will only be granted if you incur a financial hardship or
have a specified financial need. For this purpose, if you or a member
of your immediate family incur significant health expenses or a loss of
income due to illness, disability or death, you may apply for a loan.
Your Employer may also grant loans to help you establish your principal
residence or to pay for a college education, including graduate
studies, for you or your dependents.
(i) If you fail to make payments when they are due under the loan, you
will be considered to be "in default." The Trustee would then have
authority to take all reasonable actions to collect the balance owing
on the loan. This could include filing a lawsuit or foreclosing on the
security for the loan. Under certain circumstances, a loan
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that is in default may be considered a distribution from the Plan, and
could result in taxable income to you. In any event, your failure to
repay a loan will reduce the benefit you would otherwise be entitled to
from the Plan.
IX
CLAIMS BY PARTICIPANTS AND BENEFICIARIES
Benefits will be paid to participants and their beneficiaries without
the necessity of formal claims. You or your beneficiaries, however, may make a
request for any Plan benefits to which you may be entitled. Any such request
must be made in writing, and it should be made to the Administrator. (See the
Article in this Summary entitled "GENERAL INFORMATION ABOUT YOUR PLAN.")
Your request for Plan benefits shall be considered a claim for Plan
benefits, and it will be subject to a full and fair review. If your claim is
wholly or partially denied, the Administrator will furnish you with a written
notice of this denial. This written notice must be provided to you within a
reasonable period of time (generally 90 days) after the receipt of your claim by
the Administrator. The written notice must contain the following information:
(a) the specific reason or reasons for the denial;
(b) specific reference to those Plan provisions on which the denial is
based;
(c) a description of any additional information or material necessary
to correct your claim and an explanation of why such material or
information is necessary; and
(d) appropriate information as to the steps to be taken if you or your
beneficiary wishes to submit your claim for review.
If notice of the denial of a claim is not furnished to you in
accordance with the above within a reasonable period of time, your claim will be
deemed denied. You will then be permitted to proceed to the review stage
described in the following paragraphs.
If your claim has been denied, and you wish to submit your claim for
review, you must follow the Claims Review Procedure.
1. The Claims Review Procedure
(a) Upon the denial of your claim for benefits, you may file your claim
for review, in writing, with the Administrator.
(b) YOU MUST FILE THE CLAIM FOR REVIEW NO LATER THAN 60 DAYS AFTER YOU
HAVE RECEIVED WRITTEN NOTIFICATION OF THE DENIAL OF YOUR CLAIM FOR
BENEFITS, OR IF NO WRITTEN DENIAL OF YOUR CLAIM
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WAS PROVIDED, NO LATER THAN 60 DAYS AFTER THE DEEMED DENIAL OF YOUR
CLAIM.
(c) You may review all pertinent documents relating to the denial of
your claim and submit any issues and comments, in writing, to the
Administrator.
(d) Your claim for review must be given a full and fair review. If your
claim is denied, the Administrator must provide you with written notice
of this denial within 60 days after the Administrator's receipt of your
written claim for review. There may be times when this 60 day period
may be extended. This extension may only be made, however, where there
are special circumstances which are communicated to you in writing
within the 60 day period. If there is an extension, a decision shall be
made as soon as possible, but not later than 120 days after receipt by
the Administrator of your claim for review.
(e) The Administrator's decision on your claim for review will be
communicated to you in writing and will include specific references to
the pertinent Plan provisions on which the decision was based.
(f) If the Administrator's decision on review is not furnished to you
within the time limitations described above, your claim will be deemed
denied on review.
(g) If benefits are provided or administered by an insurance company,
insurance service, or other similar organization which is subject to
regulation under the insurance laws, the claims procedure relating to
these benefits may provide for review. If so, that company, service, or
organization will be the entity to which claims are addressed. If you
have any questions regarding the proper person or entity to address
claims, you should ask the Administrator.
X
STATEMENT OF ERISA RIGHTS
1. Explanation of Your ERISA Rights
As a participant in this Plan you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974, also
called ERISA. ERISA provides that all Plan participants are entitled to:
(a) examine, without charge, all Plan documents, including:
(1) insurance contracts;
(2) collective bargaining agreements; and
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(3) copies of all documents filed by the Plan with the U.S.
Department of Labor, such as detailed annual reports and Plan
descriptions.
This examination may take place at the Administrator's office and at
other specified employment locations of the Employer. (See the Article in this
Summary entitled "GENERAL INFORMATION ABOUT YOUR PLAN");
(b) obtain copies of all Plan documents and other Plan
information upon written request to the Plan Administrator.
The Administrator may make a reasonable charge for the copies;
(c) receive a summary of the Plan's annual financial report.
The Administrator is required by law to furnish each
participant with a copy of this summary annual report;
(d) obtain a statement telling you whether you have a right to
receive a retirement benefit at Normal Retirement Age and, if
so, what your benefits would be at Normal Retirement Age if
you stop working under the Plan now. If you do not have a
right to a retirement benefit, the statement will tell you how
many years you have to work to get a right to a retirement
benefit. THIS STATEMENT MUST BE REQUESTED IN WRITING AND IS
NOT REQUIRED TO BE GIVEN MORE THAN ONCE A YEAR. The Plan must
provide the statement 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. The
people who operate your Plan, called "fiduciaries" of the Plan, have a duty to
do so prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your employer or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a
pension benefit or exercising your rights under ERISA.
If your claim for a retirement benefit is denied in whole or in part,
you must receive a written explanation of the reason for the denial. You have
the right to have the Administrator review and reconsider your claim. (See the
Article in this Summary entitled "CLAIMS BY PARTICIPANTS AND BENEFICIARIES.")
Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the Plan 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 Administrator to provide the materials and pay you up to $100.00
a day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the 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.
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If the Plan's fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights, you may seek 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 if, for example, it
finds your claim is frivolous.
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.
XI
AMENDMENT AND TERMINATION OF YOUR PLAN
1. Amendment
Your Employer has the right to amend your Plan at any time. In no
event, however, will any amendment:
(a) authorize or permit any part of the Plan assets to be used for
purposes other than the exclusive benefit of participants or their
beneficiaries; or
(b) cause any reduction in the amount credited to your account.
2. Termination
Your Employer has the right to terminate the Plan at any time. Upon
termination, all amounts credited to your accounts will become 100% vested. A
complete discontinuance of contributions by your Employer will constitute a
termination.
XII
OTHER ITEMS
1. No Guarantees of Employment
Nothing in this Summary Plan Description, the Plan Document or any
other representation, form or statement shall be construed, understood or
intended to confer any rights upon any Employee or any person for a continuation
of employment.
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Appendix-1
SPECIAL TAX NOTICE REGARDING PLAN DISTRIBUTIONS
This notice contains important information you will need before you
decide how to receive your benefits from the First Carnegie Deposit Salary
Deferral Plan and Trust (the "Plan").
SUMMARY
A payment from the Plan that is eligible for "rollover" can be taken in
two ways. You can have all or any portion of your payment either 1) PAID IN A
"DIRECT ROLLOVER" or 2) PAID TO YOU. A rollover is a payment of your Plan
benefits to your individual retirement arrangement (IRA) or to another
tax-qualified plan. This choice will affect the federal tax you owe.
If you choose a DIRECT ROLLOVER
* Your payment will not be taxed in the current year and no
income tax will be withheld.
* Your payment will be made directly to your IRA or, if you
choose, to another employer plan that accepts your rollover.
* Your payment will be taxed later when you take it out of the
IRA or the employer plan.
If you choose to have your Plan benefit PAID TO YOU
* You will receive only 80% of the payment, because the plan
administrator is required to withhold 20% of the payment and
send it to the IRS as income tax withholding to be credited
against your taxes.
* Your payment will be taxed in the current year unless you roll
it over. You may be able to use special tax rules that could
reduce the tax you owe. However, if you receive the payment
before age 59 1/2, you also may have to pay an additional 10%
tax.
* You can roll over the payment by paying it to your IRA or to
another employer plan that accepts your rollover within 60
days of receiving the payment. The amount rolled over will not
be taxed until you take it out of the IRA or employer plan.
A-1
<PAGE>
* If you want to roll over 100% of the payment to an IRA or an
employer plan, you must find other money to replace the 20%
that was withheld. If you roll over only the 80% that you
received, you will be taxed on the 20% that was withheld and
that is not rolled over.
I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER
Payments from the Plan may be "eligible rollover distributions." This
means that they can be rolled over to an IRA or to another employer plan that
accepts rollovers. Your Plan Administrator should be able to tell you what
portion of your payment is an eligible rollover distribution. The following
types of payments cannot be rolled over:
Non-taxable Payments. In general, only the "taxable portion" of your
payment is an eligible rollover distribution. If you have made "after-tax"
employee contributions to the Plan, these contributions will be non-taxable when
they are paid to you, and they cannot be rolled over. (After-tax employee
contributions you made from your own pay that were already taxed).
Payments Spread Over Long Periods. You cannot roll over a payment if it
is part of a series of equal (or almost equal) payments that are made at least
once a year and that will last for
* your lifetime (or your life expectancy), or
* your lifetime and your beneficiary's lifetime (or life
expectancies), or
* a period of ten years or more.
Required Minimum Payments. Beginning in the year you reach age 70 1/2,
a certain portion of your payment cannot be rolled over because it is a
"required minimum payment" that must be paid to you.
II. DIRECT ROLLOVER
You can choose a direct rollover of all or any portion of your payment
that is an "eligible rollover distribution" as described above. In a direct
rollover, the eligible rollover distribution is paid directly from the Plan to
an IRA or another employer plan that accepts rollovers. If you choose a direct
rollover, you are not taxed on a payment until you later take it out of the IRA
or the employer plan.
Direct Rollover to an IRA. You can open an IRA to receive the direct
rollover. (The term "IRA", as used in this notice, includes individual
retirement accounts and individual retirement annuities.) If you choose to have
your payment made directly to an IRA, contact an IRA sponsor (usually a
financial institution) to find out how to have your payment made in a direct
rollover to an IRA at that institution. If you are unsure of how to invest your
money, you
A-2
<PAGE>
can temporarily establish an IRA to receive the payment. However, in choosing an
IRA, you may wish to consider whether the IRA you choose will allow you to move
all or part of your payment to another IRA at a later date, without penalties or
other limitations. See IRS Publication 590, Individual Retirement Arrangements,
for more information on IRA's (including limits on how often you can roll over
between IRAs).
Direct Rollover to a Plan. If you are employed by a new employer that
has a plan, and you want a direct rollover to that plan, ask the administrator
of that plan whether it will accept your rollover. An employer plan is not
legally required to accept a rollover. If your new employer's plan does not
accept a rollover, you can choose a direct rollover to an IRA.
Direct Rollover of a Series of Payments. If you receive eligible
rollover distributions that are paid in a series for less than ten years, your
choice to make or not make a direct rollover for a payment will apply to all
later payments in the series until you change your election. You are free to
change your election for any later payment in the series.
III. PAYMENT PAID TO YOU
If you have the payment made to you, it is subject to 20% income tax
withholding. The payment is taxed in the year you receive it unless, within 60
days, you roll it over to an IRA or another plan that accepts rollovers. If you
do not roll it over, special tax rules may apply.
Income tax withholding:
Mandatory withholding. If any portion of the payment to you is an
eligible rollover distribution, the Plan is required by law to withhold 20% of
that amount. This amount is sent to the IRS as income tax withholding. For
example, if your eligible rollover distribution is $10,000, only $8,000 will be
paid to you because the Plan must withhold $2,000 as income tax. However, when
you prepare your income tax return for the year, you will report the full
$10,000 as a payment from the Plan. You will report the $2,000 as tax withheld,
and it will be credited against any income tax you owe for the year.
Voluntary Withholding. If any portion of your payment is not an
eligible roll over distribution, but is taxable, the mandatory withholding rules
described above do not apply. In this case, you may elect not to have
withholding apply to that portion. To elect out of withholding, ask the Plan
administrator for the election form and related information.
Sixty-Day Rollover Option. If you have an eligible rollover
distribution paid to you, you can still decide to roll over all or part of it to
an IRA or another employer plan that accepts rollovers. If you decide to roll
over, you must make the rollover within 60 days after you receive the payment.
The portion of your payment that is rolled over will not be taxed until you take
it out of the IRA or the employer plan.
A-3
<PAGE>
You can roll over up to 100% of the eligible rollover distribution,
including an amount equal to the 20% that was withheld. If you choose to roll
over 100%, you must find other money within the 60 day period to contribute to
the IRA or the employer plan to replace the 20% that was withheld. On the other
hand, if you roll over only the 80% that you received, you will be taxed on the
20% that was withheld.
Example. Your eligible rollover distribution is $10,000, and you choose
to have it paid to you. You will receive $8,000, and $2,000 will be sent to the
IRS as income tax withholding. Within 60 days after receiving the $8,000, you
may roll over the entire $10,000 to an IRA or employer plan. To do this, you
roll over the $8,000 you received from the Plan and you will have to find $2,000
from other sources (your savings, a loan, etc.). In this case the entire $10,000
is not taxed until you take it out of the IRA or employer plan. If you roll over
the entire $10,000, when you file your income tax return you may get a refund of
the $2,000 withheld.
If, on the other hand, you roll over only $8,000, the $2,000 you did
not roll over is taxed in the year it was withheld. When you file your income
tax return you may get a refund of part of the $2,000 withheld. (However, any
refund is likely to be larger if you roll over the entire $10,000).
Additional 10% Tax if You Are Under Age 59 1/2. If you receive a
payment before you reach age 59 1/2 and you do not roll it over, then, in
addition to the regular income tax, you may have to pay an extra tax equal to
10% of the taxable portion of the payment. The additional 10% tax does not apply
to your payment if it is (1) paid to you because you separate from service with
your employer during or after the year you reach age 55, (2) paid because you
retire due to disability, (3) paid to you as equal (or almost equal) payments
over your life or life expectancy (or you and your beneficiary's lives or life
expectancies, or (4) used to pay certain medical expenses. See IRS Form 5329 for
more information on the additional 10% tax.
Special Tax Treatment. If your eligible rollover distribution is not
rolled over, it will be taxed in the year you receive it. However, if it
qualifies as a "lump sum distribution", it may be eligible for special tax
treatments. A lump sum distribution is a payment, within one year, of your
entire balance under the Plan (and certain other similar plans of the employer)
that is payable to you because you have reached the age 59-1/2 or have separated
from service with your employer (or, in the case of self-employed individuals,
because you have reached age 59 1/2 or have become disabled). For a payment to
qualify as a lump sum distribution, you must have been a Participant in the Plan
for at least 5 years. The special tax treatment for lump sum distributions is
described below.
Five-Year Averaging. If you receive a lump sum distribution after you
are age 59 1/2, you may be able to make a one-time election to figure the tax on
the payment by using "5 year averaging". Five-year averaging often reduces the
tax you owe because it treats the payment much as if it were paid over five
years.
A-4
<PAGE>
Ten-Year Averaging If You Were Born Before January 1, 1936. If you
receive a lump sum distribution and you were born before January 1, 1936, you
can make a one-time election to figure the tax on the payment by using "10-year
averaging" (using 1986 tax rates) instead of 5-year averaging (using current tax
rates). Like the 5-year averaging rules, 10-year averaging often reduces the
taxes you owe.
Capital Gain Treatment If You Were Born Before January 1, 1936. In
addition, if you receive a lump sum distribution and you were born before
January 1, 1936, you may elect to have the part of your payment that is
attributable to your pre-1974 participation in the Plan (if any) taxed as
long-term capital gain at a rate of 20%.
There are other limits on the special tax treatment for lump sum
distributions. For example, you can generally elect this special tax treatment
only once in your lifetime, and the election applies to all lump sum
distributions that you receive in that same year. If you have previously rolled
over a payment from the Plan (or certain other similar plans of the employer),
you cannot use this special tax treatment for later payments from the Plan. If
you roll over your payment to an IRA, you will not be able to use this special
tax treatment for later payments from the IRA. Also, if you roll over only a
portion of your payment to an IRA, this special tax treatment is not available
for the rest of the payment. Additional restrictions are described in IRS Form
4972, which has more information on lump sum distributions and how you elect the
special tax treatment.
IV. SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES
In general, the rules summarized above that apply to payments to
employees also apply to payments to surviving spouses of employees and to
spouses or former spouses who are "alternate payees". You are an alternate payee
if your interest in the Plan results from a "qualified domestic relations
order", which is an order issued by a court, usually in connection with a
divorce or legal separation. Some of the rules summarized above also apply to a
deceased employee's beneficiary who is not a spouse. However, there are some
exceptions for payments to surviving spouses, alternate payees, and other
beneficiaries that should be mentioned.
If you are a surviving spouse, you may choose to have an eligible
rollover distribution paid in a direct rollover to an IRA or paid to you. If you
have the payment paid to you, you can keep it or roll it over yourself to an IRA
but you cannot roll it over to an employer plan. If you have an alternate payee,
you have the same choices as the employee. Thus you can have the payment paid as
a direct rollover or paid to you. If you have it paid to you, you can keep it or
roll it over yourself to an IRA or to another employer plan that accepts
rollovers. If you are a beneficiary other than the surviving spouse, you cannot
choose a direct rollover, and you cannot roll over the payment yourself.
A-5
<PAGE>
If you are a surviving spouse, an alternate payee, or another
beneficiary, you may be able to use the special tax treatment for lump sum
distributions. If you receive a payment because of the employee's death, you may
be able to treat the payment as a lump sum distribution if the employee met the
appropriate age requirements, whether or not the employee had 5 years of
participation in the Plan.
HOW TO OBTAIN ADDITIONAL INFORMATION
This notice summarizes only the federal (not state or local) tax rules
that might apply to your payment. The rules described above are complex and
contain many conditions and exceptions that are not included in this notice.
THEREFORE, YOU SHOULD CONSULT WITH A PROFESSIONAL TAX ADVISOR BEFORE YOU TAKE A
PAYMENT OF YOUR BENEFITS FROM THE PLAN. Also, you can find more specific
information on the tax treatment of payments from qualified retirement plans in
IRS Publication 575, Pension and Annuity Income, and IRS Publication 590,
Individual Retirement Arrangements. These publications are available from your
local IRS office or by calling 1-800-TAX-FORMS.
A-6
<PAGE>
Appendix-2
----------
- --------------------------------------------------------------------------------
FIRST CARNEGIE DEPOSIT
SALARY DEFERRAL PLAN AND TRUST
Beneficiary Form / / New / / Change
- ----------------
________________________________________________________________________________
Name (last, first, middle initial) Social Security Number
________________________________________________________________________________
Address
_____________________________ __________________ ____________________
Eligibility Date of Hire Date of Birth
A. BENEFICIARY DESIGNATIONS
At my death, I direct that my Plan accounts be paid to my primary beneficiary or
beneficiaries. If none of my primary beneficiaries are living, please pay my
accounts to my secondary beneficiary.
______________________________________ ___________________________________
Primary Beneficiary Relationship
________________________________________________________________________________
Address
______________________________________ ___________________________________
Secondary Beneficiary Relationship
________________________________________________________________________________
Address
Marital Status: / / Married / / Single
I understand that if I am married, my beneficiary must be my spouse unless my
spouse consents in writing, as witnessed by a notary public, to the designation
of another beneficiary.
Spousal Consent
I consent to my spouse's designation of the above-named beneficiary.
Spouse's Signature _____________________ Notary Public ______________________
Date ___________________________________ Date _______________________________
B. EMPLOYEE AUTHORIZATION
I have read and understand the Plan information provided to me. I understand
that the beneficiary elections made above will remain in effect until I file a
Change Form.
Employee Signature _____________________ Date _______________________________
********************************************************************************
Plan Administrator
Date Received: _________________ Effective Date:_______________ Initials ______
<PAGE>
Appendix-3
----------
- --------------------------------------------------------------------------------
FIRST CARNEGIE DEPOSIT
SALARY DEFERRAL PLAN AND TRUST
DISBURSEMENT APPLICATION
________________________________________________________________________________
Employee Name
________________________________________________________________________________
Address
________________________________________________________________________________
City, State, and Zip Code
________________________________________________________________________________
Social Security Number
Reason for disbursement
_____ TERMINATION OF EMPLOYMENT
_____ DEATH (Attach beneficiary form to original, if available)
_____ TOTAL DISABILITY
_____ RETIREMENT
_____ ATTAINMENT OF AGE 59 1/2
________________________________________________________________________________
Subject to the discretion of the Plan Committee, I elect to receive my
distribution from the Salary Deferral Plan and Trust:
_____ DIRECTLY TO ME AT THE ADDRESS NOTED ABOVE (PLEASE NOTE THAT
SUCH AMOUNTS ARE SUBJECT TO A MANDATORY 20% TAX WITHHOLDING AS
NOTED IN THE TAX NOTICE CONTAINED AT APPENDIX-I.)
_____ PLEASE TRANSFER THESE ASSETS DIRECTLY TO THE TRUSTEE OF THE
PENSION PLAN OR INDIVIDUAL RETIREMENT ACCOUNT ("IRA") NOTED ON
THE ATTACHED FORM. (NO TAX WITHHOLDING WILL BE REQUIRED.
PLEASE OBTAIN AN APPROPRIATE TRANSFER FORM FROM THE TRUSTEE OF
YOUR OTHER PENSION PLAN OR IRA.)
The undersigned hereby acknowledges that I have been advised that I have a right
to a period of at least 30 days after receiving the attached "SPECIAL TAX NOTICE
REGARDING PLAN DISTRIBUTIONS" to consider the decision of whether to elect or
not elect a distribution from the Plan and the form of such distribution. I
hereby elect to receive such distribution as soon as administratively feasible
as detailed in this Disbursement Application, and I hereby waive such 30 day
election period prior to receiving such distribution.
________________________________________________________________________________
________________________________________________________________________________
Employee Signature Date
________________________________________________________________________________
Plan Committee Approval Date
EXHIBIT 5.1
Favorable determination letter dated February 1, 1995,
confirming that the Plan is qualified under Section 401
of the Internal Revenue Code of 1986, as amended
<PAGE>
Internal Revenue Service Employer Identification Number:
District Director 25-0393335
31 Hopkins Plaza File Folder Number:
Baltimore, MD 21201-0000 521033237
Person to Contact:
Date: February 01, 1995 MARK ROCKSTROH
Contact Telephone Number:
FIRST FEDERAL SAVINGS AND LOAN (202) 874-1295
ASSOCIATION OF CARNEGIE Plan Name:
242 East Main Street SALARY DEFERRAL PLAN AND
CARNEGIE, PA 1615106 TRUST
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated November 21, 1994. The proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
May 25, 1994.
This determination letter is also applicable for the amendment(s)
adopted on January 20, 1994.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
<PAGE>
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)- (4)(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This plan qualifies for Extended Reliance described in the last
paragraph of Publication 794 under the caption "Limitations of a Favorable
Determination Letter."
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/Paul M. Harrington
----------------------------------------
Paul M. Harrington
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
- 2 -
EXHIBIT 5.2
Participant Voluntary Election Form
<PAGE>
FIRST CARNEGIE DEPOSIT
SALARY DEFERRAL PLAN & TRUST
--------------------------------------------------
Participant Voluntary Investment Election Form
--------------------------------------------------
__________________________________ ___________________________________
Name of Plan Participant Social Security Number
1. Instructions.
-------------
The First Carnegie Deposit Deferral Salary Plan & Trust ("Plan")
permits participants to direct all, or a portion, of the assets attributable to
their Participant Account into the Employer Stock Fund. The assets attributable
to a Participant's Account under the Plan transferred at the direction of the
Participant into the Employer Stock Fund will be used to purchase shares of
common stock (the "Common Stock") of the First Carnegie Deposit ("Bank")
purchased in the open-market.
To direct a transfer of all or a part of the funds credited to your
accounts to the Employer Stock Fund, you should complete and provide this form
to Ms. Carol Gilbert, the Plan representative, at the Bank who will retain this
form and return a copy to you. If you need any assistance in completing this
form, please contact Ms. Carol Gilbert at (412) 276-2424.
2. Investment Directions.
----------------------
As a Participant in the Plan, I hereby voluntarily elect to direct the
Trustee of the Plan to invest the below indicated dollar sum of my Participant
Account balance under the Plan as indicated below.
I hereby voluntarily elect and request to direct investment of the
below indicated dollar amount of my Participant Account funds for the purchase
of the Common Stock of the Bank: $________________. Enter your $ level of
requested purchase through the Plan. Such amount does not exceed the portion of
assets held under the Plan for the underlying Participant.
All other funds in my Participant Account will remain invested as
previously requested.
3. Acknowledgement.
----------------
I fully understand that this self-directed portion of my Participant
Account does not share in the overall net earnings, gains, losses, and
appreciation or depreciation in the value of assets held by the Plan's other
investment funds, but only in my Account's allocable portion of such items from
the Employer Stock Fund. I understand that the Plan's Trustee, in complying with
this election and in following my directions for the investment of my Account,
is not responsible
<PAGE>
or liable in any way for the expenses or losses that may be incurred by my
Account assets invested in Common Stock under the Employer Stock Fund.
I further understand that this election shall become irrevocable by me
upon execution and submission of this Investment Form.
Only properly signed forms delivered to the Plan's Trustee will be honored.
- --------------------------------------------------------------------------
The undersigned Participant and Spouse (if applicable) acknowledge and
consent that such sums invested in the Common Stock under the Employer Stock
Fund will be distributed in the future, pursuant to the terms of the Plan, in
the form of Common Stock at the sole discretion of the Plan Administrator, and
that the undersigned hereby waives any claim, right or option which may exist,
if any, to receive any other optional form of benefit payment for such
Participant Account assets being invested in such Common Stock under the
Employer Stock Fund.
The undersigned hereby acknowledges that the shares of Common Stock to
be purchased with the funds noted above are not savings accounts or deposits and
are not insured by the Federal Deposit Insurance Corporation, the Bank Insurance
Fund, the Savings Association Insurance Fund or any other governmental agency.
Investment in such Common Stock will expose the undersigned to the investment
risks and potential fluctuations in the market price of such Common Stock. Such
investment in the Common Stock does not offer any guarantees regarding
maintenance of the principal value of such investment or any projections or
guarantees associated with future value or dividend payments with respect to
such Common Stock. The undersigned has read and understands the above listed
documents and hereby voluntarily makes and consents to this investment election
and voluntarily signed his (her) name as of the date listed below. If you so
elect, you may choose not to make any investment decision at this time.
- ------------------------ ---------- -------------------------- -------------
Witness Date Participant Date
- ------------------------ ---------- -------------------------- -------------
Witness Date Participant's Spouse Date
For the Trustee For the Plan Administrator
- --------------- --------------------------
- ------------------------ ---------- -------------------------- -------------
Date Date
