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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VALLEY NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0825336
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1234 East Main Street, El Cajon, California 92021
(Address of Principal Executive Offices) (Zip Code)
Valley National Corporation 401(k)/Profit Sharing Plan
(Full title of the plan)
Mr. William V. Ehlen, President
Valley National Corporation
1234 East Main Street
El Cajon, CA 92021
(Name and address of agent for service)
(619) 593-3330
(Telephone Number, including area code,
of agent for service)
(619) 593-3344
(Fax number of agent for service)
The Commission is requested to send copies of all notices and other
communications to:
James K. Sterrett, Esq.
Dostart Clapp Sterrett & Coveney, LLP
4370 La Jolla Village Drive, Suite 970
San Diego, CA 92122
Telephone: (619) 623-4200
Fax: (619) 623-4299
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of Securities to be Amount to be offering price aggregate offering registration
Registered Registered(1) per share(2) price(2) fee(2)
<S> <C> <C> <C> <C>
Common stock, par value $0.0001 per 20,000 $18.375 367,500 $102.17
share
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which may become issuable under the Valley National Corporation
401(k)/Profit Sharing Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without receipt of
consideration which results in an increase in the number of outstanding
shares of Common Stock.
(2) Estimated solely for purpose of calculating the registration fee pursuant
to Rule 457(h) on the basis of the average of the high and low prices of the
Common Stock on the Nasdaq National Market System as of a date within five
business days preceding the date of filing of this Registration Statement.
2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating officers and employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). The documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II below, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
Valley National Corporation, a Delaware corporation (the
"Company"), hereby incorporates by reference into this Registration Statement
on Form S-8 (the "Registration Statement") the following documents which have
heretofore been filed by the Company with the Securities and Exchange
Commission (the "Commission"):
(a) Valle de Oro Bank, N.A.'s Annual Report on Form 10-KSB for the
year ended December 31, 1998, as filed with the Commission on March 31, 1999.
(b) The Company's Proxy Statement-Prospectus filed as part of the
Company's Registration Statement on Form S-4 (Reg. No. 333-67661), as filed
with the Commission on November 20, 1998, Amendment No. 1 to the Registration
Statement filed with the Commission on January 26, 1999, and Amendment No. 2
to the Registration Statement filed with the Commission on February 18, 1999.
(c) All documents subsequently filed by the Company or the Valley
National Corporation 401(k)/Profit Sharing Plan 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 into this Registration Statement and
to be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein (or in any other subsequently
filed document which is also incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed to constitute a part of this Registration Statement except as so
modified or superseded.
3
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ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the shares of
Company Common Stock offered hereby will be passed upon by Dostart Clapp
Sterrett & Coveney, LLP, San Diego, California.
ITEM 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware: (i) gives Delaware corporations broad powers to indemnify their
present and former directors and officers and those of affiliated
corporations against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with threatened, pending or completed actions, suits or proceedings to which
they are parties or are threatened to be made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions; (ii) gives a director or officer who successfully defends an
action the right to be so indemnified; and (iii) permits a corporation to
buy directors' and officers' liability insurance. Such indemnification is
not exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of stockholders or otherwise.
Article VI of Valley National Corporation's Bylaws requires Valley
National Corporation to indemnify its directors and officers to the maximum
extent permitted by the General Corporation Law of the State of Delaware.
Article X of Valley National Corporation's Certificate of Incorporation also
provides that Valley National Corporation shall indemnify and advance
expenses to its directors, officers, employees or agents to the fullest
extent permitted by applicable law.
Valley National Corporation intends to enter into individual
agreements with each of its directors and executive officers pursuant to
which Valley National Corporation will agree to indemnify each of its
directors and executive officers to the fullest extent provided by applicable
law and the Bylaws of Valley National Corporation as currently in effect.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Valley National Corporation pursuant to the foregoing provisions,
Valley National Corporation has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and therefore unenforceable.
Valley National Corporation intends to purchase insurance policies
containing customary terms and conditions for the purpose of insuring its
directors and officers against certain losses incurred by them as a result of
claims based upon their actions or statements (including omissions to act or
make statements) as directors and officers which may cover liabilities under
the Securities Act.
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Valley National Corporation also maintains an insurance policy
insuring those individuals who are fiduciaries, as defined by the Employee
Retirement Income Security Act of 1974, under certain employee benefit plans
of Valley National Corporation and its subsidiaries against certain losses
incurred by them as a result of claims based on their responsibilities,
obligations and duties under such Act.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a Delaware corporation to include in its certificate of
incorporation a provision eliminating the potential monetary liability of a
director to the corporation or its stockholders for breach of fiduciary duty
as a director, provided that such provision shall not eliminate the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends, or (iv) for any transaction from
which the director receives an improper personal benefit. Valley National
Corporation's Certificate of Incorporation includes such a provision in
Article IX thereof.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit
Number Description of Exhibit
4.1 Valley National Corporation's Certificate of Incorporation,
filed as Exhibit (3)A. to the Company's Registration Statement
on Form S-4 (Registration No. 333-67661) is incorporated
herein by reference.
4.2 Valley National Corporation's Certificate of Incorporation,
filed as Exhibit (3)B. to the Company's Registration Statement
on Form S-4 (Registration No. 333-67661) is incorporated
herein by reference.
5 Opinion of Dostart Clapp Sterrett & Coveney, LLP regarding
Valley National Corporation Common Stock and Consent.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24 Powers of Atorney (included as part of the Signature Page of
this Registration Statement).
99.1 Valle de Oro Bank, N.A. 401(k)/Profit Sharing Plan, filed as
Exhibit 10.7 to the Company's Registration Statement on Form
S-4 (Registration No. 333-67661) is incorporated herein by
reference.
99.2 Nonstandardized Adoption Agreement Prototype Cash or Deferred
Profit Sharing Plan and Trust Sponsored by Prudential Mutual
Fund Management, Inc.
99.3 Amendment to Nonstandardized Adoption Agreement to Valle de
Oro Bank, N.A. 401(k)/Profit Sharing Plan.
5
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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 this 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 this Registration
Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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.
(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) that is incorporated by reference in this
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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
6
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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 of whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
7
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of El Cajon, State of California, on
March 17, 1999.
VALLEY NATIONAL CORPORATION
By: /s/ William V. Ehlen
-----------------------------------
Name: William V. Ehlen
Title: President and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William V. Ehlen and C. K. Hill, or either one
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any subsequent
registration statements relating to the offering to which this Registration
Statement relates, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or either of them,
or their or his substitutes or substitute, may lawfully 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 by the following persons in the
capacities and on the date indicated.
/s/ William V. Ehlen /s/ C. K. Hill
---------------------------------- ----------------------------------
William V. Ehlen, President C. K. Hill, O.D., Secretary and
and Director Director
/s/ James F. Carroll /s/ Philip J. Gelber
---------------------------------- ----------------------------------
James F. Carroll, Chairman of Philip J. Gelber, M.D., Director
the Board and Director
/s/ Samuel M. Ciccati /s/ Obert D. "Dale" Conway
---------------------------------- ----------------------------------
Samuel M. Ciccati, Ph.D., Director Obert D. "Dale" Conway, Director
/s/ Paul M. Cable
---------------------------
Paul M. Cable, Treasurer, Chief
Financial Officer and Principal
Accounting Officer
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Pursuant to the requirements of the Securities Act of 1933, the Trustee and
the Plan Administrator set forth below have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of El Cajon, State of California, on March 17, 1999.
Prudential Bank & Trust Company
By: /s/ James M. Peacock
---------------------------------------
Trustee
Valle de Oro Bank, N.A.
By: /s/ William V. Ehlen
---------------------------------------
William V. Ehlen, Plan Administrator
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EXHIBIT 5
[LETTERHEAD OF DOSTART CLAPP STERRETT & COVENEY, LLP]
March 29, 1999
The Board of Directors
Valley National Corporation
1234 East Main Street
San Diego CA 92021
Attention: Mr. William V. Ehlen
Re: Registration Statement on Form S-8 -
Valley National Corporation 401(k)/Profit Sharing Plan
Ladies and Gentlemen:
We have served as counsel for Valley National Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 20,000 shares (the
"Shares") of the Company's authorized Common Stock, par value $0.0001 per
share, to be issued to participants in the Valley National Corporation
401(k)/Profit Sharing Plan (the "Plan"), pursuant to the Company's
Registration Statement on Form S-8 (the "Registration Statement"). This
opinion is furnished to you pursuant to the requirements of Form S-8.
We are familiar with the proceedings to date with respect to such
offering and have examined such records, documents and matters of law and
satisfied ourselves as to such matters of fact as we have considered relevant
for purposes of this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies. We have also assumed the
genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, the authority of such persons signing on
behalf of the parties thereto, and the due authorization, execution and
delivery of all documents by the parties thereto.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
have been duly authorized and upon
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Valley National Corporation
March 29, 1999
Page 2
- ---------------------------
issuance, sale and delivery of the Shares as contemplated in this
Registration Statement, the Shares will be legally issued, fully paid and
nonassessable.
This opinion shall be limited to the laws of the State of California,
the General Corporation Law of the State of Delaware and the federal laws of
the United States of America.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
DOSTART CLAPP STERRETT & COVENEY, LLP
/s/ James K. Sterrett
---------------------
James K. Sterrett
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Valley National Corporation:
We consent to incorporation by reference in the registration statement on
Form S-8 of Valley National Corporation related to its 401(k)/Profit Sharing
Plan of our report dated January 20, 1999, relating to the balance sheets of
Valle de Oro Bank, N.A. as of December 31, 1998 and 1997, and the related
statements of earnings, changes in stockholders' equity and comprehensive
income, and cash flows for each of the years in the two-year period ended
December 31, 1998, which report appears in the December 31, 1998, annual
report on Form 10-KSB of Valle de Oro Bank, N.A.
KPMG LLP
San Diego, California
March 30, 1999
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EXHIBIT 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Valley National Corporation
401(k)/Profit Sharing Plan of our report, dated January 17, 1997, with
respect to the financial statements of Valle de Oro Bank, N.A., included in
Form 10-KSB for 1998, filed with the Securities and Exchange Commission.
PricewaterhouseCoopers LLP
San Diego, California
March 29, 1999
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EXHIBIT 99.2
PLAN #002
NON-STANDARDIZED ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
PLAN AND TRUST
SPONSORED BY
PRUDENTIAL MUTUAL FUND MANAGEMENT, INC.
The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Prototype Plan and Trust, Basic Plan Document #04.
1. EMPLOYER INFORMATION
NOTE: If multiple Employers are adopting the Plan, complete this
section based on the lead Employer. Additional Employers may
adopt this Plan by attaching executed signature pages to the back
of the Employer's Adoption Agreement.
(a) NAME AND ADDRESS:
VALLE DE ORO BANK, NA
1234 EAST MAIN STREET
EL CAJON, CA 92021
(b) TELEPHONE NUMBER: (619) 593-3330
(c) TAX ID NUMBER: 95-3746429
(d) FORM OF BUSINESS:
[ ] (i) Sole Proprietor
[ ] (ii) Partnership
[X] (iii) Corporation
[ ] (iv) "S" Corporation (formerly known as Subchapter S)
[ ] (v) Other: _____________________
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(e) NAME OF PLAN: VALLE DE ORO BANK, NA 401(k)/PROFIT SHARING PLAN
(f) THREE DIGIT PLAN NUMBER FOR ANNUAL RETURN/REPORT: 001
2. EFFECTIVE DATE
(a) This is a new Plan having an effective date of ______________.
(b) This is an amended Plan.
(i) The effective date of the original Plan was JANUARY 1,
1988. The effective date of the amended Plan is JANUARY
1, 1999.
NOTE: The effective date of the amended Plan for the Tax
Reform Act of 1986 required changes is the first
day of the 1987 Plan Year. Sections 7(f) and 12
herein shall be effective as of the first day of
the 1989 Plan Year. Any prior amendments to the
plan which were intended to have effect after
December 31, 1986 will continue to be in effect
only until the effective date of this amended and
restated plan.
3. DEFINITIONS
(a) (i) "Compensation" For purposes of Elective Deferrals and
Top-Heavy contributions, Compensation includes everything
enumerated in paragraph 1.12 of the Basic Plan Document
#04. For purposes of all other Employer contributions
(except if the Employer selects an Integrated Allocation
Formula), Compensation will exclude the following:
[X] (1) overtime.
[X] (2) bonuses.
[X] (3) commissions.
[X] (4) NON TAXABLE FRINGE BENEFITS
[ ] (ii) For purposes of Discretionary Contributions, Compensation
will only include amounts for the period during which the
employee was eligible to participate.
NOTE: Any exclusion of compensation must satisfy the requirements of
IRS Regulations Section 1.401(a)(4) and Code Section 414(s) and
the regulations thereunder.
(b) "Entry Date"
[X] (i) The first day of the month coinciding with or
following the date on which an Employee meets the
eligibility requirements.
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[ ] (ii) The earlier of the first day of the Plan Year or
the first day of the seventh month of the Plan
Year coinciding with or following the date on
which an Employee meets the eligibility
requirements.
[ ] (iii) The first day of the Plan Year, or the first day
of the fourth month, or the first day of the
seventh month or the first day of the tenth month,
of the Plan Year coinciding with or following the
date on which an Employee meets the eligibility
requirements.
(c) "Hours of Service" Shall be determined on the basis of the
method selected below. Only one method may be selected. The
method selected shall be applied to all Employees covered under
the Plan as follows:
[ ] (i) On the basis of actual hours for which an Employee
is paid or entitled to payment.
[X] (ii) On the basis of days worked. An Employee shall be
credited with ten (10) Hours of Service if under
paragraph 1.41 of the Basic Plan Document #04 such
Employee would be credited with at least one (1)
Hour of Service during the day.
[ ] (iii) On the basis of weeks worked. An Employee shall
be credited with forty-five (45) Hours of Service
if under paragraph 1.41 of the Basic Plan Document
#04 such Employee would be credited with at least
one (1) Hour of Service during the week.
(d) "Limitation Year" The Limitation Year shall be the Plan Year
unless another year is specified here:
(e) "Net Profit"
[X] (i) Not applicable (profits will not be required for
any contributions to the Plan).
[ ] (ii) As defined in paragraph 1.48 of the Basic Plan
Document #04.
(f) "Plan Year" The 12-consecutive month period commencing on
JANUARY 1 and ending on DECEMBER 31.
(g) "Qualified Early Retirement Age" For purposes of making
distributions under the provisions of a Qualified Domestic
Relations Order, the Plan's Qualified Early Retirement Age with
regard to the Participant against whom the order is entered [X]
shall [ ] shall not be the date the order is determined to be
qualified. If "shall" is elected, this will only allow payout to
the alternate payee(s).
(h) "Qualified Joint and Survivor Annuity" The safe-harbor
provisions of paragraph 8.7 of the Basic Plan Document #04 are
applicable. If the Plan is not safe-harbored under paragraph 8.7
of the Basic Plan Document, the survivor annuity shall be 50% of
the annuity payable during the lives of the Participant and
Spouse.
3
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(i) "Taxable Wage Base"
[X] (i) Not Applicable - Plan is not integrated with
Social Security.
[ ] (ii) The maximum earnings considered wages for such
Plan Year under Code Section 3121(a).
[ ] (iii) ___% (not more than 100%) of the amount considered
wages for such Plan Year under Code Section
3121(a).
[ ] (iv) $______, provided that such amount is not in
excess of the amount determined under paragraph
3(i)(ii) above.
NOTE: Using less than the maximum at (ii) may result in
a change in the allocation formula in Section 7.
(j) "Year of Service"
(i) For Eligibility Purposes: (Choose one)
[ ] (1) The 12-consecutive month period during
which an Employee is credited with ___
(not more than 1,000) Hours of Service.
[ ] (2) Elapsed Time
If no answer is specified, the Hours of Service method
will be used.
(ii) For Allocation Accrual Purposes: The 12-consecutive
month period during which an Employee is credited with
1000 (not more than 1,000) Hours of Service.
(iii) For Vesting Purposes: (Choose one)
[ ] (1) The 12-consecutive month period during
which an Employee is credited with ___
(not more than 1,000) Hours of Service.
[X] (2) Elapsed Time
If no answer is specified, the Hours of Service method
will be used.
4. ELIGIBILITY REQUIREMENTS
(a) Service:
[X] (i) The Plan shall have no service requirement.
[ ] (ii) The Plan shall cover only Employees having
completed at least one Year of Service.
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[ ] (iii) The Plan shall cover only Employees having
completed at least ___ months (less than 12).
NOTE: If the eligibility period selected is less than one year,
an Employee will not be required to complete any
specified number of Hours of Service to receive credit
for such period.
(b) Age:
[ ] (i) The Plan shall have no minimum age requirement.
[X] (ii) The Plan shall cover only Employees having
attained age 21 (not more than age 21).
(c) Classification:
The Plan shall cover all Employees who have met the age and
service requirements with the following exceptions:
[ ] (i) No exceptions.
[X] (ii) The Plan shall exclude Employees included in a
unit of Employees covered by a collective
bargaining agreement between the Employer and
Employee Representatives, if retirement benefits
were the subject of good faith bargaining and if
two percent or less of the Employees who are
covered pursuant to that agreement are
professionals as defined in Regulations Section
1.410(b)-9. For this purpose, the term "Employee
Representative" does not include any organization
more than half of whose members are Employees who
are owners, officers, or executives of the
Employer.
[X] (iii) The Plan shall exclude Employees who are
nonresident aliens [within the meaning of Code
Section 7701(b)(1)(B)] and who receive no
earned income [within the meaning of Code
Section 911(d)(2)] from the Employer which
constitutes income from sources within the United
States [within the meaning of Code Section
861(a)(3)].
[ ] (iv) The Plan shall exclude from participation any
nondiscriminatory classification of Employees
determined as follows:
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(d) Employees on Effective Date:
[X] (i) Not Applicable. All Employees will be required to
satisfy both the age and Service requirements
specified above.
[ ] (ii) Employees employed on the Plan's Effective Date do
not have to satisfy the Service requirements
specified above.
[ ] (iii) Employees employed on the Plan's Effective Date do
not have to satisfy the age requirements specified
above.
5. RETIREMENT AGES
(a) Normal Retirement Age:
If the Employer imposes a requirement that Employees retire upon
reacing a specified age, the Normal Retirement Age selected
below may not exceed the Employer imposed mandatory retirement
age.
[X] (i) Normal Retirement Age shall be 65 (not to exceed
age 65).
[ ] (ii) Normal Retirement Age shall be the later of
attaining age ___ (not to exceed age 65) or the
___ (not to exceed the 5th) anniversary of the
first day of the first Plan Year in which the
Participant commenced participation in the Plan.
(b) Early Retirement Age:
Early Retirement Age shall not be applicable unless the Employer
attached a form to this Adoption Agreement certifying that Early
Retirement Age is a benefit which has accrued under the
predecessor Plan which cannot be cut back under Code Section
411(d)(6).
6. EMPLOYEE CONTRIBUTIONS
[X] (a) Participants shall be permitted to make the Elective
Deferrals in any amount from 1% (not more than 2%) up to
15% (not more than 20%) of their Compensation.
If (a) is applicable, Participants shall be permitted to
amend their Salary Savings Agreements to change the
contribution percentage in accordance with the procedures
established by the Plan Administrator.
[ ] (b) Participants shall be permitted to make after tax
Voluntary Contributions.
NOTE: The Average Deferral Percentage Test will apply to
contributions under (a) above. The Average Contribution
Percentage Test will apply to contributions under (b) and
may apply to (a).
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7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF
NOTE: The Employer shall make contributions to the Plan in
accordance with the formula or formulas selected below.
The Employer's contribution shall be subject to the
limitations contained in Articles III and X. For this
purpose, a contribution for a Plan Year shall be limited
for the Limitation Year which ends with or within such
Plan Year. Also, the integrated allocation formulas
below are for Plan Years beginning in 1989 and later.
The Employer's allocation for earlier years shall be as
specified in its Plan prior to amendment for the Tax
Reform Act of 1986.
(a) Current or Accumulated Net Profits are required for:
[ ] (i) Matching Contributions.
[ ] (ii) Qualified Non-Elective Contributions.
[ ] (iii) Discretionary Contributions.
If no answer is specified, Current or Accumulated Net
Profits will not be required.
NOTE: Elective Deferrals can always be contributed regardless
of profits.
(b) Salary Savings Agreement:
The Employer shall contribute and allocate to each
Participant's account an amount equal to the amount
withheld from the Compensation of such Participant
pursuant to his or her Salary Savings Agreement.
An Employee who has terminated his or her election under
the Salary Savings Agreement other than for hardship
reasons may not make another Elective Deferral:
[ ] (i) until the first day of the next Plan Year.
[ ] (ii) until the first day of the next valuation
period.
[X] (iii) for a period of 3 month(s) (not to exceed
12 months).
If no option is specified, option (ii) will apply.
[X] (c) Matching Employer Contribution [See paragraphs (g), (h)
and (i)]:
[ ] (i) PERCENTAGE MATCH: The Employer shall
contribute and allocate to each eligible
Participant's account an amount equal to
___% of the amount contributed and
allocated in accordance with paragraph
7(b) above. The Employer shall not match
7
<PAGE>
Participant Elective Deferrals as provided
above in excess of $___ or in excess of
___% of the Participant's Compensation.
[X] (ii) DISCRETIONARY MATCH: The Employer shall
contribute and allocate to each eligible
Participant's account a percentage of the
Participant's Elective Deferral
contributed and allocated in accordance
with paragraph 7(b) above. The Employer
shall not match Participant Elective
Deferrals in excess of $____ or in excess
of ___% of the Participant's Compensation.
[ ] (iii) TIERED MATCH: The Employer shall
contribute and allocate to each
Participant's account an amount equal to
___% of the first ___% of the
Participant's Compensation, and ___% of
the next ___% of the Participant's
Compensation.
NOTE: Percentages specified in (iii) above may not increase as
the percentage of Participant's contribution increases.
[ ] (iv) FLAT DOLLAR MATCH: The Employer shall
contribute and allocate to each
Participant's account $____ if the
Participant defers at least 1% of
Compensation.
(v) ELIGIBILITY FOR MATCH: Matching
contributions will be made to [X] all
Employees eligible to participate [ ] only
to non-Highly Compensated Employees
eligible to participate.
[X] (vi) QUALIFIED MATCH: Employer Matching
Contributions will be treated as Qualified
Matching Contributions to the extent
specified by the Employer at the time the
Matching Employer Contributions are made.
(vii) MATCHING CONTRIBUTION COMPUTATION PERIOD:
The time period upon which matching
contributions will be based shall be:
[ ] (A) weekly
[ ] (B) bi-weekly
[ ] (C) semi-monthly
[ ] (D) monthly
[ ] (E) quarterly
[ ] (F) semi-annually
[X] (G) annually
8
<PAGE>
[X] (d) Qualified Non-Elective Employer Contribution - [See
paragraphs (g), (h) and (i)] These contributions are
fully vested when contributed.
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to
each eligible Employee in proportion to his or her
Compensation as a percentage of the Compensation of all
eligible Employees. This part of the Employer's
contribution and the allocation thereof shall be
unrelated to any Employee contributions made hereunder.
The amount of Qualified non-Elective Contributions taken
into account for purposes of meeting the ADP or ACP test
requirements is the amount necessary to meet both the ADP
and ACP tests. Qualified non-Elective Contributions will
be made to only non-Highly Compensated Employees eligible
to participate.
[X] (e) Additional Employer Contribution Other Than Qualified
Non-Elective Contributions - Non-Integrated [See
paragraphs (g), (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to
each eligible Employee in proportion to his or her
Compensation as a percentage of the Compensation of all
eligible Employees. This part of the Employer's
contribution and the allocation thereof shall be
unrelated to any Employee contributions made hereunder.
[ ] (f) Additional Employer Contribution - Integrated Allocation
Formula [See paragraphs (g), (h) and (i)]
The Employer's contribution for the Plan Year plus any
forfeitures (only if they are reallocated to Participants
under Section 9 herein), shall be allocated to the
accounts of eligible Participants as set forth in the
Basic Plan Document #04 of paragraph 5.3.
NOTE: Only one plan maintained by the Employer may be
integrated with Social Security.
(g) Allocation of Excess Amounts (Annual Additions)
Excess deferrals which result in an Excess Amount shall
be returned to the Participant. In the event that the
allocation formula of other contributions results in an
Excess Amount, such excess shall be:
[ ] (i) placed in a suspense account accruing no
gains or losses for the benefit of the
Participant.
NOTE: For every Limitation Year, or part
thereof, that a suspense account exists,
the Employer will be subjected to a
ten-percent penalty on the monies held in
the suspense account.
[X] (ii) reallocated as additional Employer
contributions to all other Participants to
the extent that they do not have any
Excess Amount.
If no answer is specified, the suspense
account method will be used.
9
<PAGE>
(h) Minimum Employer Contribution Under Top-Heavy Plans:
For any Plan Year during which the Plan is Top-Heavy, the sum of
the contributions and forfeitures as allocated to eligible
Employees under paragraphs 7(d), 7(e), 7(f), and 9 of this
Adoption Agreement shall not be less than the amount required
under paragraph 14.2 of the Basic Plan Document #04. Top-Heavy
minimums will be allocated to:
[ ] (i) all eligible Participants.
[X] (ii) only eligible non-Key Employees who are
Participants.
(i) Return of Excess Contributions and/or Excess Aggregate
Contributions:
In the event that one or more Highly Compensated Employees is
subject to both the ADP and ACP tests and the sum of such tests
exceeds the Aggregate Limit, the limit will be satisfied by
reducing the ACP of the affected Highly Compensated Employees.
8. ALLOCATIONS TO TERMINATED EMPLOYEES
(a) The Employer will not allocate Employer related contributions to
Employees who terminate during a Plan Year, unless required to
satisfy the requirements of Code Section 401(a)(26) and 410(b).
(These requirements are effective for 1989 and subsequent Plan
Years.)
(b) The Employer will allocate Employer related contributions to any
Participant who terminates during the Plan Year without accruing
the necessary Hours of Service if they terminate as a result of:
[X] (i) Retirement.
[X] (ii) Disability.
[X] (iii) Death.
[ ] (iv) Other termination
9. ALLOCATION OF FORFEITURES
NOTE: Subsections (a), (b) and (c) below apply to forfeitures
of amounts other than Excess Aggregate Contributions.
(a) Allocation Alternatives:
[ ] (i) Not Applicable. All contributions are always
fully vested.
[X] (ii) Forfeitures shall be allocated to Participants in
the same manner as the Employer's contribution.
10
<PAGE>
[ ] (iii) Forfeitures shall be applied to reduce the
Employer's contribution for such Plan Year.
[ ] (iv) Forfeitures shall be applied to offset
administrative expenses of the Plan. If
forfeitures exceed these expenses, (iii) above
shall apply.
(b) Date for Reallocation:
NOTE: If no distribution has been made to a former Participant,
sub-section (i) below will apply to such Participant even
if the Employer elects (ii) or (iii) below as its normal
administrative policy.
[ ] (i) Forfeitures shall be reallocated at the end of the
Plan Year during which the former Participant
incurs his or her fifth consecutive one year Break
In Service.
[ ] (ii) Forfeitures will be reallocated immediately (as of
the next Valuation Date).
[X] (iii) Forfeitures will be reallocated as of the end of
the Plan Year in which the Participant separates
from service.
[ ] (iv) Forfeitures shall be reallocated at the end of the
Plan Year during which the former Employee incurs
his or her ___ (1st, 2nd, 3rd, or 4th) consecutive
one year Break In Service.
(c) Restoration of Forfeitures:
If amounts are forfeited prior to five consecutive 1-year Breaks
in Service, the Funds for restoration of account balances will be
obtained from the following resources in the order indicated
(fill in 1 and 2 in the following boxes to indicate order):
[1] (i) Current year's forfeitures.
[2] (ii) Additional Employer contribution.
If no answer is specified, the order will be (i) and (ii).
(d) Forfeitures of Excess Aggregate Contributions shall be:
[ ] (i) Applied to reduce Employer contributions.
[X] (ii) Allocated, after all other forfeitures under the
Plan, to the Marching Contribution account of each
non-Highly Compensated Participant who made
Elective Deferrals in the ratio which each such
Participant's Compensation for the Plan Year bears
to the total Compensation of all Participants for
such Plan Year. Such forfeitures cannot be
allocated to the account of any Highly Compensated
Employee.
11
<PAGE>
Forfeitures of Excess Aggregate Contributions will be so applied
at the end of the Plan Year in which they occur.
10. CASH OPTION
[ ] (a) The Employer may permit a Participant to elect to defer
to the Plan, an amount not to exceed ___% of any Employer
paid cash bonus made for such Participant for any year.
A Participant must file an election to defer such
contribution at least fifteen (15) days prior to the end
of the Plan Year. If the Employee fails to make such an
election, the entire Employer paid cash bonus to which
the Participant would be entitled shall be paid as cash
and not to the Plan. Amounts deferred under this section
shall be treated for all purposes as Elective Deferrals.
Notwithstanding the above, the election to defer must be
made before the bonus is made available to the
Participant.
[X] (b) Not Applicable.
If no answer is specified, option (b) will apply.
11. LIMITATIONS ON ALLOCATIONS
[ ] This is the only Plan the Employer maintains or ever maintained,
therefore, this section is not applicable.
[ ] The Employer does maintain or has maintained another Plan
(including a Welfare Benefit Fund or an individual medical
account (as defined in Code Section 415(1)(2)), under which
amounts are treated as Annual Additions) and has completed the
proper sections below.
Complete (a), (b) and (c) only if the Employer maintains or ever
maintained another qualified plan, including a Welfare Benefit Fund or
an individual medical account [as defined in Code Section 415(1)(2)] in
which any Participant in this Plan is (or was) a participant or could
possibly become a participant.
(a) If the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a Master
or Prototype Plan:
[ ] (i) the provisions of Article X of the Basic Plan
Document #04 will apply, as if the other plan were
a Master or Prototype Plan.
[ ] (ii) Attach provisions stating the method under which
the plans will limit total Annual Additions to the
Maximum Permissible Amount, and will properly
reduce any Excess Amounts, in a manner that
precludes Employer discretion.
If no answer is specified, option (i) will apply.
12
<PAGE>
(b) If a Participant is or ever has been a participant in a Defined
Benefit Plan maintained by the Employer:
Attach provisions which will satisfy the 1.0 limitation of Code
Section 415(e). Such language must preclude Employer discretion.
The Employer must also specify the interest and mortality
assumptions used in determining Present Value in the Defined
Benefit Plan.
(c) The minimum contribution or benefit required under Code Section
416 relating to Top-Heavy Plans shall be satisfied by:
[ ] (i) this Plan.
[ ] (ii) ______________________________________________
(Name of other qualified plan of the Employer).
[ ] (iii) Attach provisions stating the method under which
the minimum contribution and benefit provisions of
Code Section 416 will be satisfied. If a Defined
Benefit Plan is or was maintained, an attachment
must be provided showing interest and mortality
assumptions used in the Top-Heavy Ratio.
If no answer is specified, option (i) will apply.
12. VESTING
Contributions under paragraph 7(b), 7(c)(vi) and 7(d) are always fully
vested. Employer contributions shall be subject to the vesting table
selected by the Employer below. A Participant shall receive credit for
a Year of Service as specified at 3(j)(iii) of this Adoption Agreement.
(a) Vesting Schedules:
NOTE: The vesting schedules below only apply to a Participant
who has at least one Hour of Service during or after the
1989 Plan Year. If applicable, Participants who
separated from Service prior to the 1989 Plan Year will
remain under the vesting schedule as in effect in the
Plan prior to amendment for the Tax Reform Act of 1986.
13
<PAGE>
(i) Full and immediate vesting.
<TABLE>
<CAPTION>
Years of Service
----------------
1 2 3 4 5 6 7
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
(ii) ___% 100%
(iii) ___% ___% 100%
(iv) ___% 20% 40% 60% 80% 100%
(v) ___% ___% 20% 40% 60% 80% 100%
(vi) 10% 20% 30% 40% 60% 80% 100%
(vii) 20% 40% 60% 80% 100%
(viii) ___% ___% ___% ___% ___% ___% 100%
</TABLE>
NOTE: The percentages selected for schedule (viii) may not be
less for any year than the percentages shown at
schedule (v).
Contributions will vest as provided below:
<TABLE>
<CAPTION>
Vesting
Option Selected Type Of Employer Contribution
--------------- -----------------------------
<S> <C>
vii 7(c) Employer Match on Salary Savings
vii 7(e) or (f) Employer Discretionary
</TABLE>
(b) Top-Heavy Vesting
For any Plan Year in which this Plan is Top-Heavy, the following
minimum vesting rules will apply:
(i) Schedules (v), (vi), and (viii) above will automatically
shift to schedule (iv).
(ii) Schedule (vii) above will automatically shift to schedule
(iii).
(c) Service disregarded for Vesting:
[X] (i) No service will be disregarded.
[ ] (ii) Service prior to the Effective Date of this Plan
or a predecessor plan shall be disregarded when
computing a Participant's vested and
nonforfeitable interest.
[ ] (iii) Service prior to a Participant having attained age
18 shall be disregarded when computing a
Participant's vested and nonforfeitable interest.
14
<PAGE>
13. SERVICE WITH PREDECESSOR ORGANIZATION
For purposes of satisfying the Service requirements for eligibility,
Hours of Service shall include Service with the following predecessor
organization(s):
(These hours will also be used for vesting purposes.)
BANK OF SAN DIEGO-GROSSMONT CENTER OFFICE
FIRST CALIFORNIA BANK-LA MESA OFFICE
14. ROLLOVER/TRANSFER CONTRIBUTIONS
(a) Rollover Contributions, including Direct Rollovers, as described
at paragraph 1.69 of the Basic Plan Document #04, [X] shall [ ]
shall not be permitted to be made to the Plan. If permitted,
Employees [X] may [ ] may not make Rollover Contributions prior
to meeting the eligibility requirements for participation in the
Plan.
(b) Transfer Contributions, as described at paragraph 4.4 of the
Basic Plan Document #04 [X] shall [ ] shall not be permitted to
be made to the Plan. If permitted, Employees [X] may [ ] may not
make Transfer Contributions prior to meeting the eligibility
requirements for participation in the Plan.
NOTE: Even if available, the Employer may refuse to accept such
contributions if its Plan meets the safe-harbor rules of
paragraph 8.7 of the Basic Plan Document #04.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
Document #04, [ ] are [X] are not permitted. If permitted, Hardship
withdrawals [ ] shall [ ] shall not be limited to Elective Deferrals.
16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.8 of the Basic Plan
Document #04, [X] are [ ] are not permitted. If permitted, repayments
of principal and interest shall be repaid to the Participant's
segregated account.
17. INSURANCE POLICIES
The insurance provisions of paragraph 13.9 of the Basic Plan Document
#04 [ ] shall [X] shall not be applicable.
18. INVESTMENT DIRECTION
[ ] (a) Employer Investment Direction
The Employer investment direction provisions, as set
forth in Article XIII of the Basic Plan Document #04,
shall be applicable as to the following:
15
<PAGE>
[ ] (i) All monies
[ ] (ii) Employer Discretionary and Matching Monies
[ ] (iii) Employer Discretionary Monies excluding Matching
Monies
[ ] (iv) Employer Matching Monies only.
[X] (b) Employee Investment Direction
Employee investment direction provisions, as set
forth in Article XIII of the Basic Plan Document
#04 , shall be applicable to all monies not
directed by Employer.
If no answer is specified, Employee Investment Direction will apply.
NOTE: Each of the mutual funds in which the Plan may invest
carries its own fees and expenses, which may include
management fees, Rule 12b-1 fees and/or other fees and
expenses, which are described in detain in each Fund's
prospectus. Employees who invest in one or more of these
mutual funds will, as shareholders of those mutual funds,
bear their pro-rata portion of each fund's fees and
expenses and may also pay a sales charge or contingent
deferred sales charge in connection with their purchase
of fund shares. Employer acknowledges that Prudential
Securities Incorporated (PSI) and Pruco Securities
Corporation (Prusec) may be deemed to benefit from
advisory and other fees paid to its affiliates in
connection with the management and operation of the
mutual funds in which the Employee may invest, from sales
charges and contingent deferred sales charges imposed as
described in the prospectus and from fees paid to The
Prudential Insurance Company of America in connection
with the Guaranteed Interest Account.
19. EARLY PAYMENT OPTION
(a) A Participant who has attained age 59-1/2 and who has not
separated from Service [ ] may [X] may not obtain a distribution
of his or her vested Employer contributions.
(b) A Participant who has attained the Plan's Normal Retirement
Age and who has not separated from Service [x] may [ ] may
not receive a distribution of his or her vested account
balance.
NOTE: If the Participant has had the right to withdraw his or her
account balance in the past, this right may not be taken
away. Notwithstanding the above, to the contrary, required
minimum distributions will be paid. For timing of
distributions, see item 20 below.
16
<PAGE>
20. DISTRIBUTION OPTIONS
(a) Timing of Distributions:
In cases of termination benefits shall be paid:
[ ] (i) As soon as administratively feasible following the
close of the Plan Year during which a distribution
is requested or is otherwise payable.
[X] (ii) As soon as administratively feasible, following
the date on which a distribution is requested or
is otherwise payable.
[ ] (iii) Only after the Participant has achieved the Plan's
Normal Retirement Age, or Early Retirement Age, if
applicable.
If no answer is specified, option (ii) will apply.
(b) Optional Forms of Payment:
[X] (i) Lump Sum.
[ ] (ii) Installment Payments.
[ ] (iii) Other Form(s)* as specified:
If no answer is specified, option (i) will apply.
* Annuities are only available in either a nonsafe-harbored Plan
which does not meet the provisions of paragraph 8.7 of Basic plan
Document #04 or in a Plan which previously offered annuities as
an optional form of payment.
21. SPONSOR CONTACT
The Sponsor of this Prototype Plan is Prudential Mutual Fund Management,
Inc., One Seaport Plaza, New York, New York 10292. Any questions
regarding this Prototype Plan document may be directed to your
Prudential Representative. you may also call Prudential Mutual Fund
Services at (800)848-4015.
17
<PAGE>
22. SIGNATURES:
DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS THAT
BEFORE YOU EXECUTE THIS ADOPTION AGREEMENT, YOU CONTACT YOUR ATTORNEY OR
TAX ADVISOR, IF ANY.
The adopting Employer understands that there are fees for each account
under the Plan. THE BASIC PLAN DOCUMENT CONTAINS A PRE-DISPUTE
ARBITRATION CLAUSE FOUND IN ARTICLE XIII, SECTION 13.7 ARBITRATION.
IF EMPLOYER INVESTMENT DIRECTION APPLICABLE, NAME(S) OF
INDIVIDUAL(S) AUTHORIZED TO ISSUE INVESTMENT AND ADMINISTRATIVE
INSTRUCTIONS TO THE PLAN SPONSOR OR AFFILIATE:
(a) EMPLOYER:
This agreement and the corresponding provisions of the Plan and
Trust Basic Plan Document #04 were adopted by the Employer the
17th day of February, 1999.
Signed for the Employer by: Elizabeth I. Sigal
Title: VP & Human Resources Director
Signature: /s/ Elizabeth I. Sigal
-----------------------------------
THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE
THE ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS
PLAN.
Employer's reliance: The adopting Employer may not rely on an
opinion letter issued by the National Office of the Internal
Revenue Service as evidence that the Plan is qualified under Code
Section 401. In order to obtain reliance with respect to Plan
qualification, the Employer must apply to the appropriate Key
District Office for a determination letter.
This Adoption Agreement may only be used in conjunction with
Basic Plan Document #04.
18
<PAGE>
[ ] (b) TRUSTEE:
Name of Trustee:
[X] Prudential Bank & Trust Company
One Ravinia Drive, Suite 1000
Atlanta, GA 30346
NOTE: There is an annual trustee fee charged under the
Plan if Prudential Bank & Trust Company is
appointed as Trustee.
[ ] The Trustee(s) will be the following individuals:
The assets of the Fund shall be invested in accordance with
paragraph 13.3 of the Basic Plan Document #04 as a Trust. As
such, the Employer's Plan as contained herein was accepted by the
Trustee the 23rd day of March, 1999.
Signed for the Trustee by: /s/ James M. Peacock, AVP
--------------------- ------------
Signature Signature
--------------------- ------------
Signature Signature
--------------------- ------------
Signature Signature
(c) Prudential Mutual Fund Management, Inc.
The Employer's Agreement and the corresponding provisions of the
Plan and Trust Basic Plan Document #04 were accepted by
Prudential Mutual Fund Management, Inc. the 3rd day of March,
1999.
Signed for by: Angela R. Fevola
------------------------------------------
Title: Manager
------------------------------------------
Signature: /s/ Angela R. Fevola
------------------------------------------
19
<PAGE>
EXHIBIT 99.3
AMENDMENT
TO
NONSTANDARDIZED ADOPTION AGREEMENT
TO
VALLE DE ORO BANK, N. A. 401(k)/PROFIT SHARING PLAN
This AMENDMENT TO NONSTANDARDIZED ADOPTION AGREEMENT TO VALLE DE ORO BANK,
N. A. 401(k)/PROFIT SHARING PLAN (hereinafter called the "Amendment"), dated as
of this 17th day of March, 1999 is entered into by and between Valle de Oro
Bank, N.A. (the "Bank") and Prudential Bank and Trust Company (the "Trustee").
WITNESSETH:
WHEREAS, the Bank is in the process of organizing a one-bank holding
company; and
WHEREAS, the one-bank holding company will be called Valley National
Corporation (the "Company") and the Bank will be a wholly-owned subsidiary of
the Company; and
WHEREAS, the Bank and the Trustee previously entered into a
NONSTANDARDIZED ADOPTION AGREEMENT TO VALLE DE ORO BANK, N. A. 401(k)/PROFIT
SHARING PLAN (the "Agreement") as of January 1, 1996, and the organization of
the one-bank holding company was not contemplated at the time the Agreement
was entered into; and
WHEREAS, the Bank desires to change the name of the Valle De Oro Bank,
N. A. 401(k)/Profit Sharing Plan ("Plan") to Valley National Corporation
401(k)/Profit Sharing Plan in light of the formation of the one-bank holding
company by the Bank; and
WHEREAS, Article 15, Paragraph 15.2 of the PruArray Prototype Plan and
Trust provides, in effect, that the Bank may amend any option in the
Agreement and may include language as permitted in the Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree to amend said
Agreement as follows:
The name of the Plan shall be Valley National Corporation 401(k)/Profit
Sharing Plan.
IN WITNESS WHEREOF, the Bank and the Trustee have caused this Amendment
to be executed in counterpart as of the date first above written.
1
<PAGE>
BANK
VALLE DE ORO BANK, N.A.
By: /s/ Paul M. Cable
------------------------------------
Paul M. Cable, Senior Vice President
TRUSTEE
PRUDENTIAL BANK & TRUST
COMPANY
By: /s/ James M. Peacock
------------------------------------
2
