As filed with the Securities and Exchange Commission on August 22, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CENTRAL FIDELITY BANKS, INC.
(Exact name of issuer as specified in its charter)
Virginia 54-1091649
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
1021 East Cary Street, Richmond, Virginia 23219
(Address of principal executive offices) (Zip code)
__________________
CENTRAL FIDELITY BANKS, INC.
STOCK AND THRIFT PLAN
(Full title of the plan)
William N. Stoyko, Esquire
Corporate Executive Officer and Secretary
Central Fidelity Banks, Inc.
1021 East Cary Street
Richmond, Virginia 23219
(804) 697-7145
(Name, address and telephone
number of agent for service)
___________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> Proposed
Title of securities Amount to be Proposed maximum maximum aggregate Amount of
to be registered(1) registered(2) offering price per share(3) offering price(4) registration fee
<S> <C> <C> <C> <C>
Common Stock, $5.00 par value . . . 500,000 $31.375 $15,687,500 $5,410
Rights to Purchase Series A Junior
Participating Preferred Stock . . 500,000 (4) (4) (4)
</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 employee benefit plan
described herein.
(2) The amount of Common Stock registered hereunder shall be deemed to
include any additional shares issuable as a result of any stock split,
stock dividend or other change in the capitalization of the
Registrant.
(3) Pursuant to Rule 457(h), the registration fee is based on the average
of the high ($31.50) and low ($31.25) prices reported on the Nasdaq
National Market on August 18, 1995.
(4) The Rights to purchase Series A Junior Participating Preferred Stock
will be attached to and will trade with shares of the Common Stock of
the Registrant. Value attributable to such Rights, if any, will be
reflected in the market price of the shares of Common Stock. No
additional fee is required.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference and
made a part hereof:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, File No. 0-8829, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act");
(2) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995 (and any amendments
thereto);
(3) the Registrant's Current Report on Form 8-K filed February 8,
1995, as amended by Form 8-K/A filed February 9, 1995;
(4) the Registrant's Current Reports on Form 8-K filed June 12, 1995
and July 18, 1995; and
(5) the description of the Registrant's Common Stock and associated
preferred share purchase rights contained in the Registrant's
Form 8-B filed April 30, 1979; Form 8-A dated May 17, 1989; and
Amendment No. 1 to Form 8-A dated November 18, 1994.
All documents subsequently filed by the Registrant 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 herein and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modified or supersedes such
earlier statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
Williams, Mullen, Christian & Dobbins, counsel to the Registrant, has
rendered its opinion that the shares of Common Stock which constitute
original issuance securities will, when issued pursuant to the terms and
conditions of the Plan, be validly issued, fully paid and nonassessable. As
of August 14, 1995, certain shareholders and other attorneys employed by
the firm were the beneficial owners of approximately 279,343 shares of the
Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer
for reasonable expenses incurred in any legal proceeding in advance of
final disposition of the proceeding, if the director or officer furnishes
the corporation a written statement of his good faith belief that he has
met the standard of conduct prescribed by the Code, and a determination is
made by the board of directors that such standard has been met. In a
proceeding by or in the right of the corporation, no indemnification shall
be made in respect of any matter as to which an officer or director is
adjudged to be liable to the corporation, unless the court in which the
proceeding took place determines that, despite such liability, such person
is reasonably entitled to indemnification in view of all of the relevant
circumstances. In any other proceeding, no indemnification shall be made
if the director or officer is adjudged liable to the corporation on the
basis that personal benefit was improperly received by him. Corporations
are given the power to make any other or further indemnity, including
advance of expenses, to any director or officer that may be authorized by
the articles of incorporation or any bylaw made by the shareholders, or any
resolution adopted, before or after the event, by the shareholders, except
an indemnity against willful misconduct or a knowing violation of the
criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely
prevails in the defense of any proceeding to which he is a party because he
is or was a director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant against expenses
and liabilities incurred in legal proceedings and authorizing the Board of
Directors to advance and reimburse expenses as permitted by law. The
Articles of Incorporation of the Registrant also eliminate the liability of
directors and officers to the Registrant or its shareholders for monetary
damages in excess of one dollar as permitted by the Code.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part
of this Registration Statement:
4.1 Restated Articles of Incorporation of Central Fidelity Banks, Inc.,
adopted March 14, 1990, incorporated herein by reference to Exhibit
3.1 to Form 8, dated May 22, 1992, File No. 0-8829.
4.2 Articles of Amendment (to Restated Articles of Incorporation) of
Central Fidelity Banks, Inc., dated May 18, 1993, incorporated herein
by reference to Exhibit 4.4 to Form S-3 Registration Statement, dated
August 31, 1994, File No. 33-55311.
4.3 Restated By-Laws of Central Fidelity Banks, Inc., effective March 14,
1990, incorporated herein by reference to Exhibit 3.2 to Form 8, dated
May 22, 1992, File No. 0-8829.
4.4 Form of Common Stock Certificate, incorporated herein by reference to
Exhibit 4.5 to Form S-3 Registration Statement, filed May 27, 1992,
File No. 33-48012.
4.5 Amended and Restated Rights Agreement, dated as of November 9, 1994,
between Central Fidelity Banks, Inc. and Central Fidelity National
Bank, as Rights Agent, incorporated by reference to Exhibit 1 to Form
8 Amendment No. 1 to Registration Statement on Form 8-A, File No. 0-
8829.
4.6 Central Fidelity Banks, Inc. Stock and Thrift Plan.
5.1 Opinion of Williams, Mullen, Christian & Dobbins.
5.2 Internal Revenue Service determination letter, dated April 15, 1995,
with respect to qualification of the Central Fidelity Banks, Inc.
Stock and Thrift Plan under Section 401 of the Internal Revenue Code.
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in Exhibit
5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
<PAGE>
Item 9. Undertakings
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 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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(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 paragraph (1)(i) and (1)(ii) shall not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act 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.
<PAGE>
(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.
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 Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Central
Fidelity Banks, Inc., 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
Richmond, Commonwealth of Virginia, on this 22nd day of August, 1995.
CENTRAL FIDELITY BANKS, INC.
By: /s/ Lewis N. Miller, Jr.
Lewis N. Miller, Jr., Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Lewis N. Miller, Jr. Chairman of the Board, August 22, 1995
- ------------------------ Chief Executive Officer
Lewis N. Miller, Jr. and Director
/s/ Charles W. Tysinger Corporate Executive August 22, 1995
- ------------------------ Officer and Treasurer
Charles W. Tysinger (Principal Financial
Officer)
/s/ James F. Campbell Senior Vice President August 22, 1995
- ------------------------ and Controller
James F. Campbell (Principal Accounting
Officer)
* Director August 22, 1995
- ------------------------
James F. Betts
* Director August 22, 1995
- ------------------------
Alvin R. Clements
* Director August 22, 1995
- ------------------------
Phyllis L. Cothran
* Director August 22, 1995
- ------------------------
Jack H. Ferguson
<PAGE>
Signature Title Date
* Director August 22, 1995
- ------------------------
Robert L. Freeman
* Director August 22, 1995
- ------------------------
Thomas R. Glass
* Director August 22, 1995
- ------------------------
Minnie Bassett Lane
* Director August 22, 1995
- ------------------------
George R. Lewis
* Director August 22, 1995
- ------------------------
G. Bruce Miller
Director August 22, 1995
- ------------------------
T. Justin Moore, Jr.
* Director August 22, 1995
- ------------------------
Richard L. Morrill
* Director August 22, 1995
- ------------------------
Lloyd U. Noland, III
* Director August 22, 1995
- ------------------------
William G. Reynolds, Jr.
Director August 22, 1995
- ------------------------
Kenneth S. White
<PAGE>
*William N. Stoyko, by signing his name hereto, signs this document on
behalf of each of the persons indicated by an asterisk above pursuant to
powers of attorney duly executed by such persons and filed as an exhibit to
this Registration.
/s/ William N. Stoyko
William N. Stoyko
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee of the Registrant, as Plan Administrator, has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on August 22, 1995.
CENTRAL FIDELITY BANKS, INC.
By: /s/ Lewis N. Miller, Jr.
Lewis N. Miller, Jr.
Chairman, Benefits Committee
<PAGE>
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
FOR
CENTRAL FIDELITY BANKS, INC.
STOCK AND THRIFT PLAN
______________________
Exhibit
Number Description of Exhibit
4.1 Restated Articles of Incorporation of Central Fidelity Banks,
Inc., adopted March 14, 1990, incorporated herein by reference to
Exhibit 3.1 to Form 8, dated May 22, 1992, File No. 0-8829.
4.2 Articles of Amendment (to Restated Articles of Incorporation) of
Central Fidelity Banks, Inc., dated May 18, 1993, incorporated
herein by reference to Exhibit 4.4 to Form S-3 Registration
Statement, dated August 31, 1994, File No. 33-55311.
4.3 Restated By-Laws of Central Fidelity Banks, Inc., effective March
14, 1990, incorporated herein by reference to Exhibit 3.2 to Form
8, dated May 22, 1992, File No. 0-8829.
4.4 Form of Common Stock Certificate, incorporated herein by reference
to Exhibit 4.5 to Form S-3 Registration Statement, filed May 27,
1992, File No. 33-48012.
4.5 Amended and Restated Rights Agreement, dated as of November 9,
1994, between Central Fidelity Banks, Inc. and Central Fidelity
National Bank, as Rights Agent, incorporated by reference to
Exhibit 1 to Form 8 Amendment No. 1 to Registration Statement on
Form 8-A, File No. 0-8829.
4.6 Central Fidelity Banks, Inc. Stock and Thrift Plan.
5.1 Opinion of Williams, Mullen, Christian & Dobbins.
5.2 Internal Revenue Service determination letter, dated April 15,
1995, with respect to qualification of the Central Fidelity Banks,
Inc. Stock and Thrift Plan under Section 401 of the Internal
Revenue Code.
<PAGE>
Exhibit
Number Description of Exhibit
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
Exhibit 4.6
CENTRAL FIDELITY BANKS, INC.
STOCK AND THRIFT PLAN
Amended and Restated
Effective as of
January 1, 1989
<PAGE>
TABLE OF CONTENTS
Page
Article One Introduction
1.1 The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Background . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Qualification of the Plan. . . . . . . . . . . . . . . . . . . 1
1.5 Effect of Restatement. . . . . . . . . . . . . . . . . . . . . 1
Article Two Definitions
2.1 Account or Accounts. . . . . . . . . . . . . . . . . . . . . . 2
2.2 Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Adjustment Factor. . . . . . . . . . . . . . . . . . . . . . . 3
2.4 Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.5 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.6 Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.7 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.8 Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.9 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.10 Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.11 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.12 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.13 Employer Contribution. . . . . . . . . . . . . . . . . . . . . 5
2.14 Employer Contribution
Hardship Withdrawal. . . . . . . . . . . . . . . . . . . . . . 5
2.15 Employment Commencement Date . . . . . . . . . . . . . . . . . 5
2.16 Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.17 Family Member. . . . . . . . . . . . . . . . . . . . . . . . . 6
2.18 Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.19 Highly Compensated Employee. . . . . . . . . . . . . . . . . . 6
2.20 Hour of Service. . . . . . . . . . . . . . . . . . . . . . . . 7
2.21 Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.22 Leased Employee. . . . . . . . . . . . . . . . . . . . . . . . 8
2.23 Month of Service . . . . . . . . . . . . . . . . . . . . . . . 8
2.24 Nonhighly Compensated Employee . . . . . . . . . . . . . . . . 9
2.25 Normal Retirement Age. . . . . . . . . . . . . . . . . . . . . 9
2.26 Participant. . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.27 Period of Service. . . . . . . . . . . . . . . . . . . . . . . 9
2.28 Period of Severance. . . . . . . . . . . . . . . . . . . . . .10
2.29 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
2.30 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . .10
2.31 Prior Plan . . . . . . . . . . . . . . . . . . . . . . . . . .10
2.32 Reemployment Commencement Date . . . . . . . . . . . . . . . .10
2.33 Savings Contribution . . . . . . . . . . . . . . . . . . . . .10
2.34 Severance Date . . . . . . . . . . . . . . . . . . . . . . . .10
2.35 Standard Saver Contribution. . . . . . . . . . . . . . . . . .11
2.36 Standard Saver Program . . . . . . . . . . . . . . . . . . . .11
2.37 Supplemental Contribution. . . . . . . . . . . . . . . . . . .11
2.38 Tax Saver Program. . . . . . . . . . . . . . . . . . . . . . .11
2.39 Tax Saver Deferral . . . . . . . . . . . . . . . . . . . . . .11
2.40 Tax Saver Election . . . . . . . . . . . . . . . . . . . . . .11
2.41 Tax Saver Hardship Withdrawal. . . . . . . . . . . . . . . . .11
2.42 Trust Agreement. . . . . . . . . . . . . . . . . . . . . . . .11
2.43 Trust or Trust Fund. . . . . . . . . . . . . . . . . . . . . .11
2.44 Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2.45 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . .11
2.46 Years of Service . . . . . . . . . . . . . . . . . . . . . . .11
Article Three Participation
3.1 Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . .13
3.2 Commencement of Participation. . . . . . . . . . . . . . . . .13
3.3 Cessation of Contributions . . . . . . . . . . . . . . . . . .14
3.4 Reentry into the Plan. . . . . . . . . . . . . . . . . . . . .14
3.5 Change in Beneficiary Designation. . . . . . . . . . . . . . .14
Article Four Tax-Saver Deferrals and Standard Saver
Contributions
4.1 Tax Saver Election . . . . . . . . . . . . . . . . . . . . . .15
4.2 Mandatory Reductions in
Tax Saver Deferrals. . . . . . . . . . . . . . . . . . . . . .15
4.3 Standard Saver Contributions
by Participants Generally. . . . . . . . . . . . . . . . . . .16
4.4 Medium of Contributions. . . . . . . . . . . . . . . . . . . .16
4.5 Increase in Deferrals and Contributions. . . . . . . . . . . .16
4.6 Suspension or Reduction of Deferrals
and Contributions. . . . . . . . . . . . . . . . . . . . . . .16
Article Five Employer Contributions
5.1 Matching Contributions . . . . . . . . . . . . . . . . . . . .18
5.2 Additional Contributions . . . . . . . . . . . . . . . . . . .18
5.3 Breach of Trust by Participant . . . . . . . . . . . . . . . .18
Article Six Limitations on Deferrals and Contributions
6.1 Limitations on Tax Saver Deferrals . . . . . . . . . . . . . .20
6.2 Adjustment to Actual Deferral Percentage . . . . . . . . . . .22
6.3 Actual Contribution Percentage . . . . . . . . . . . . . . . .25
6.4 Adjustment to Actual Contribution Percentage . . . . . . . . .27
6.5 Maximum Annual Additions . . . . . . . . . . . . . . . . . . .29
Article Seven Investment and Accounts
7.1 Investment Funds . . . . . . . . . . . . . . . . . . . . . . .35
7.2 Allocation of Contributions. . . . . . . . . . . . . . . . . .36
7.3 Change in Allocation . . . . . . . . . . . . . . . . . . . . .37
7.4 Valuation. . . . . . . . . . . . . . . . . . . . . . . . . . .37
7.5 Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . .38
Article Eight Vesting
8.1 Vesting in Accounts. . . . . . . . . . . . . . . . . . . . . .39
Article Nine Distributions Generally
9.1 Termination of Employment. . . . . . . . . . . . . . . . . . .40
9.2 Form of Payment. . . . . . . . . . . . . . . . . . . . . . . .40
9.3 Transfer of Assets . . . . . . . . . . . . . . . . . . . . . .41
9.4 Death Benefits . . . . . . . . . . . . . . . . . . . . . . . .42
9.5 Method of Payment. . . . . . . . . . . . . . . . . . . . . . .43
9.6 Limitations on Distributions from
Tax Saver Account. . . . . . . . . . . . . . . . . . . . . . .44
9.7 Limitations on Methods of Distribution . . . . . . . . . . . .44
Article Ten Withdrawals During Employment
10.1 In General . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.2 Ordering of Withdrawals . . . . . . . . . . . . . . . . . . . 47
10.3 Withdrawals from Standard Saver program. . . . . . . . . . . 47
10.4 Withdrawals from Tax Saver Program
After Age 59-1/2 . . . . . . . . . . . . . . . . . . . . . . 48
10.5 Employer Contribution Hardship Withdrawals . . . . . . . . . 48
10.6 Tax Saver Hardship Withdrawals . . . . . . . . . . . . . . . 49
10.7 Amount, Timing and Allocation of Withdrawals . . . . . . . . 49
10.8 No Restoration of Withdrawals. . . . . . . . . . . . . . . . 49
10.9 Resumption of Contributions. . . . . . . . . . . . . . . . . 49
10.10 Lump Sum Distributions in Event of QDRO Directing
Immediate Lump Payouts to Alternate Payee. . . . . . . . . . 49
Article Eleven Loans to Participants
11.1 In General . . . . . . . . . . . . . . . . . . . . . . . . . 51
Article Twelve Administration
12.1 The Committee. . . . . . . . . . . . . . . . . . . . . . . . 53
12.2 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . 53
12.3 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
12.4 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 53
12.5 Powers and Duties. . . . . . . . . . . . . . . . . . . . . . 53
12.6 Benefit Claims Procedure . . . . . . . . . . . . . . . . . . .54
12.7 Member's Own Participation . . . . . . . . . . . . . . . . . .55
12.8 Service in More Than One Fiduciary Capacity. . . . . . . . . .55
12.9 Professional Assistance. . . . . . . . . . . . . . . . . . . .55
12.10 Plan Administrator . . . . . . . . . . . . . . . . . . . . . .55
12.11 Uniform Administration . . . . . . . . . . . . . . . . . . . .55
12.12 Domestic Relations Orders and Distributions. . . . . . . . . .55
Article Thirteen Amendment and Termination
13.1 Right to Amend . . . . . . . . . . . . . . . . . . . . . . . .58
13.2 Continuance of Plan Upon Acquisition
of Corporation . . . . . . . . . . . . . . . . . . . . . . . .58
13.3 Merger or Consolidation. . . . . . . . . . . . . . . . . . . .58
13.4 Termination of the Plan. . . . . . . . . . . . . . . . . . . .58
Article Fourteen Top-Heavy Plan Provisions
14.1 Determination of Top-Heavy Status. . . . . . . . . . . . . . .60
14.2 Definitions Concerning Top-Heavy Status. . . . . . . . . . . .60
14.3 Calculation of Top-Heavy Ratio . . . . . . . . . . . . . . . .61
14.4 Effect of Top-Heavy Status . . . . . . . . . . . . . . . . . .61
14.5 Effect of Discontinuance of Top-Heavy Status . . . . . . . . .62
14.6 Intent of Article. . . . . . . . . . . . . . . . . . . . . . .62
Article Fifteen Miscellaneous
15.1 Participation by Affiliate . . . . . . . . . . . . . . . . . .63
15.2 Withdrawal From the Plan . . . . . . . . . . . . . . . . . . .63
15.3 Assignment and Alienation. . . . . . . . . . . . . . . . . . .63
15.4 Incapacity . . . . . . . . . . . . . . . . . . . . . . . . . .63
15.5 Required Information . . . . . . . . . . . . . . . . . . . . .63
15.6 No Right to Employment . . . . . . . . . . . . . . . . . . . .64
15.7 Receipt of Assets from Other Plans . . . . . . . . . . . . . .64
15.8 Inability to Locate Participants . . . . . . . . . . . . . . .64
15.9 Return of Employer Contributions . . . . . . . . . . . . . . .65
15.10 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . .65
15.11 Non-Diversion of Trust Fund. . . . . . . . . . . . . . . . . .65
15.12 Participants to Look to Trust Only . . . . . . . . . . . . . .65
15.13 Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . .65
15.14 Interests in the Funds . . . . . . . . . . . . . . . . . . . .65
15.15 Restriction on Amendment of Allocation of
Additional Matching Contributions. . . . . . . . . . . . . . .66
15.16 Amendments Necessary to Comply with
Section 16 . . . . . . . . . . . . . . . . . . . . . . . . . .66
15.17 Administration Necessary to Comply
With Section 16. . . . . . . . . . . . . . . . . . . . . . . .66
15.18 Heading. . . . . . . . . . . . . . . . . . . . . . . . . . . .66
15.19 Severability . . . . . . . . . . . . . . . . . . . . . . . . .66
15.20 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .67
APPENDIX A
APPENDIX B
APPENDIX C
<PAGE>
ARTICLE ONE
INTRODUCTION
1.1 The Plan. This Plan, as amended and restated, effective as of
January 1, 1989, unless otherwise provided for herein, shall be known as
the Central Fidelity Banks, Inc. Stock and Thrift Plan (the "Plan").
1.2 Purpose. The purpose of the Plan is to provide the eligible
Employees of Central Fidelity Banks, Inc. (the "Corporation") and the
eligible Employees of the other Employers that have adopted the Plan with
opportunities for (i) convenient and regular personal savings; (ii)
participating in a variety of investment Funds; (iii) sharing in
contributions by the Employer based on the Corporation's profitability; and
(iv) receiving benefits that are based, in whole or in part, on the value
of the common stock of the Corporation.
1.3 Background. The Corporation (previously known as Commonwealth
Banks, Inc.) was established as of the close of business on December 31,
1978, as a result of the consolidation of Central National Corporation and
Fidelity American Bankshares, Inc. Effective July 1, 1979, the name of the
Corporation was changed from Commonwealth Banks, Inc. to Central Fidelity
Banks, Inc., and the name of the Plan was changed to the Central Fidelity
Banks, Inc. Stock and Thrift Plan.
1.4 Qualification of the Plan. It is the intention of the Employer
that the Plan as amended and restated, shall meet the requirements of
ERISA, as amended, and shall be qualified under Section 401(a) of the Code,
as amended, and that the Trust established under the Plan shall be tax
exempt under Section 501(a) of the Code, as amended.
1.5 Effect of Restatement. The right to a benefit under the Plan of
any person who ceased to be an Employee of the Employer or one of its
affiliates before January 1, 1989, and who did not thereafter resume
rendering services as an Employee, shall be determined solely in accordance
with the terms of the Prior Plan.
ARTICLE TWO
DEFINITIONS
For purposes of the Plan, the following terms shall have the following
meanings, unless a different meaning is plainly required by the context.
The masculine pronoun, whenever used herein, shall include the feminine and
words in the singular shall include the plural unless the context clearly
indicates otherwise.
2.1 "Account" or "Accounts" shall mean, as the context requires, any
one or more of the following accounts established on behalf of a
Participant:
(a) Savings Account (before September 1, 1990, the "Basic
Account") - an account established under the Standard Saver Program or the
Tax Saver Program, or both, to receive Standard Saver Contributions or Tax
Saver Deferrals, which will be matched by Employer Contributions to the
extent provided herein.
(b) Employer Account - an account established through the
Standard Saver Program or the Tax Saver Program, or both, for Employer
Contributions which match contributions or deferrals to the Savings Account
by a Participant; or, which are Employer Contributions pursuant to Section
5.2.
(c) Supplemental Account - an account maintained through August
31, 1990, under the Standard Saver Program or the Tax Saver Program, or
both, for previous voluntary contributions in excess of the former
contribution limits to the Basic Account.
(d) Deductible Contribution Account - an account established
under the Standard Saver Program to record the Participant's deductible
contributions made for years prior to January 1, 1987.
(e) Loan Account - an account established under the Tax Saver
Program for recording transactions involving a loan to the Participant from
the Plan.
(f) Rollover Account - an account established for a Participant
who elects to roll over to the Plan assets distributed from another
qualified plan (not including any contributory individual retirement
account or simplified employee pension plan). An eligible Employee who is
not yet a Participant may establish a Rollover Account. Additionally, an
inactive or terminated Participant may elect to roll over to the Plan,
assets distributed from the Central Fidelity Banks, Inc. Stock Incentive
Plan and the Central Fidelity Banks, Inc. Retirement Plan, except, however,
the Plan may not accept a rollover of Company Stock.
2.2 "Act" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.
2.3 "Adjustment Factor" shall mean the cost of living adjustment
factor prescribed by the Secretary of the Treasury under Code Section
415(d) for years beginning after December 31, 1987, as applied to such
items and in such manner as the Secretary shall provide.
2.4 "Affiliate" shall mean a corporation which has not adopted the
Plan and that is a member of a controlled group of corporations which
includes the Corporation is also a member; any trade or business (whether
or not incorporated) which is under common control (as defined in Section
414(c) of the Code) with the Corporation; any organization (whether or not
incorporated) which is a member of an affiliated service group (as defined
in Section 414(m) of the Code) which includes the Corporation; and any
other entity required to be aggregated with the Corporation pursuant to
regulations under Section 414(o) of the Code.
2.5 "Beneficiary" shall mean the person or entity who is to receive
any benefits payable from the Plan on account of a Participant's death. If
the Participant is married, the Beneficiary is the Participant's surviving
spouse, and no written designation is required. If the Participant is not
married, or if the Participant is married and the spouse consents in
writing, the Beneficiary is the person designated by the Participant to
receive such benefits. If, at the time of his death, the Participant has
no spouse or designated Beneficiary, the Beneficiary is the personal
representative of the Participant's estate. A Participant may designate a
person or entity to be his Beneficiary by filing a properly completed and
executed beneficiary designation form. A Participant's Beneficiary is
bound by the terms of the Plan.
2.6 "Board" shall mean the Board of Directors of the Corporation or
the Executive Committee of the Board of Directors.
2.7 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
2.8 "Committee" shall mean the Benefits Committee described in
Section 12.1. The Committee shall be a named fiduciary with respect to the
Plan for purposes of ERISA.
2.9 "Compensation" shall mean the base salary or wages paid by an
Employer to an Employee, for services rendered to the Employer, or on
account of separation from service in accordance with the Corporation's
Salary Continuation Policy, before any reduction for deferrals or salary
reductions under other benefit programs of an Employer (including but not
limited to salary reductions under an excess benefit plan or plan
maintained under Code Sections 125 or 401(k)). Compensation shall not
include payment for overtime, bonuses, sales incentives or any non-elective
Employer contributions to any employee benefit plan, including, but not
limited to other non-qualified plans of the Employer.
Notwithstanding the foregoing, "Compensation" shall include severance
payments made under the Central Fidelity Banks, Inc. Special Executive
Severance Policy and the Central Fidelity Banks, Inc. Special Severance
Policy.
Notwithstanding any provision of the Plan to the contrary, effective as of
January 1, 1989, compensation shall not exceed $200,000 for Plan benefit
calculation purposes. The $200,000 compensation limit shall be adjusted as
provided under Code Section 415(d) and the regulations issued thereunder. In
determining the Compensation of a Participant for purposes of this limitation,
the rules of Code Section414(q)(6) shall apply, except that in applying such
rules, the term "family" or "family member" shall include only the spouse of the
Participant and any lineal descendants of the Participant who have not obtained
age nineteen (19) before the close of the Plan Year.
In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan
Years beginning on or after January 1, 1994, the annual Compensation of
each employee taken into account under the Plan shall not exceed the OBRA
'93 annual compensation limit. The OBRA '93 annual compensation limit is
$150,000, as adjusted by the Commissioner for increases in the cost of
living in accordance with Code Section 401(a)(17)(B). The cost of living
adjustment in effect for a calendar year applies to any period, not
exceeding 12 months, over which Compensation is determined (the
"determination period") beginning in such calendar year. If a
Determination Period consists of fewer than 12 months, the OBRA '93 annual
compensation limit will be multiplied by a fraction, the numerator of which
is the number of months in the Determination Period, and the denominator of
which is 12.
For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under Code Section 401(a)(17) shall mean the
OBRA '93 annual compensation limit set forth in this provision.
If Compensation for any prior Determination Period is taken into
account in determining an Employee's benefits accruing in the current Plan
Year, the Compensation for that prior Determination Period is subject to
the OBRA '93 annual compensation limit in effect for that prior
Determination Period. For this purpose, for Determination Periods
beginning before the first day of the first Plan Year beginning on or after
January 1, 1994, the OBRA '93 annual compensation limit is $150,000.
For a Participant's initial year of participation, Compensation shall
be recognized only from the Participant's actual Entry Date into the Plan.
If in connection with the adoption of this amendment and restatement,
the definition of Compensation has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment
and restatement, Compensation means compensation determined pursuant to the
Prior Plan then in effect.
2.10 "Corporation" shall mean Central Fidelity Banks, Inc.
2.11 "Employee" shall mean any Employee, other than a leased employee,
of the Employer. Notwithstanding any other provisions of the Plan, for
purposes of determining the number or identity of Employees for purposes of
Code Sections 414(n) and 414(q), the employees of the Employer shall
include Leased Employees, as defined herein, unless such Leased Employees
constitute less than twenty percent of the Employer's Non-Highly
Compensated workforce and are covered by a plan that meets the requirements
of Section 414(n) of the Code.
2.12 "Employer" shall mean the Corporation and any subsidiary thereof
that may be authorized by the Board and by its own board of directors to
participate in the Plan with respect to its Employees. For this purpose, a
"subsidiary" shall mean an organization that would qualify as an Affiliate
but for its having adopted the Plan.
2.13 "Employer Contribution" shall mean the contribution made to the
Plan by the Employer with respect to a Participant to match such
Participant's Savings Contribution under the Tax Saver Program, the
Standard Saver Program or both, pursuant to Section 5.1 herein.
2.14 "Employer Contribution Hardship Withdrawal" shall mean the
withdrawal of all or part of a Participant's Employer Account in accordance
with Section 10.5.
2.15 "Employment Commencement Date" shall mean the date on which an
Employee first completes an Hour of Service for the Employer.
2.16 "Entry Date" shall mean any January 1st, April 1st, July 1st, or
October 1st, or any other date designated by the Committee.
2.17 "Family Member" shall mean the spouse and any lineal ascendants
and descendants (and spouses thereof) of any Employee or former Employee.
2.18 "Fund" shall mean any fund described in Section 7.1 of the Plan.
2.19 "Highly Compensated Employee" shall mean an employee as defined
in Code Section 414(q), as amended. Highly Compensated Employee includes
Highly Compensated Active Employees and Highly Compensated Former
Employees. A Highly Compensated Active Employee includes any employee who
performs service for the Corporation during the determination year, and who
during the look-back year:
(a) received compensation from the Employer in excess of $75,000 (as
adjusted pursuant to Code Section 415(d));
(b) received compensation from the Employer in excess of $50,000 (as
adjusted pursuant to Code Section 415(d)) and was a member of the
"top paid group" for such year;
(c) was an officer of the Corporation (as determined under Code
Section 414(q) and received compensation during such year greater
than 50% of the dollar limitation in effect under Code Section
415(b)(1)(A), as adjusted.
Highly Compensated Employee also includes:
(a) employees who are determined to be Highly Compensated Employees
under the preceding sentence, if the term "determination year" is
substituted for the term "look-back year" and such employee is
one of the 100 Employees who received the most compensation from
the Employer during the Determination Year; and
(b) Employees who are five percent owners of the Corporation at any
time during the Look-back Year or the Determination Year.
If no officer has satisfied the compensation requirement of (c) above
during either a Determination Year or a Look-back Year, the highest paid
officer for such year shall be treated as a Highly Compensated Employee.
For purposes of this Section, the Determination Year shall mean the Plan
Year.
The Look-back Year shall be the twelve month period immediately
preceding the Determination Year.
A Highly Compensated Former Employee includes any Employee who
separated from service (or was deemed to have separated from service) prior
to the Determination Year, performs no service for the Corporation during
the Determination Year, and was a Highly Compensated Active Employee in
either the year of such Employee separation or any Determination Year
ending on or after the Employee's 55th birthday. If an Employee is, during
a Determination Year or Look-back Year, a family member of either a five
percent owner who is an Active or Former Employee, or a Highly Compensated
Employee who is one of the ten most highly compensated Employees ranked on
the basis of compensation paid by the Corporation during such year, then
the family member and the five percent owner or top ten Highly Compensated
Employee shall be aggregated. In such case, the family member and five
percent owner or top ten Highly Compensated Employee, as the case may be,
shall be treated as a single employee receiving compensation and Plan
benefits equal to the sum of such compensation and benefits, respectively,
of the family member and the five percent owner or top-ten Highly
Compensated Employee. For the purposes of this Section, family member
includes the spouse, lineal ascendants and descendants or the Employee or
former Employee and the spouses of such lineal ascendants and descendants.
The determination of who is a Highly Compensated Employee, including
the determinations of the number and identity of Employees in the top paid
group, the top 100 Employees, the number of Employees treated as officer
and the resulting compensation that is considered, will be made in
accordance with Code Section 414(q) and the Regulations issued thereunder.
2.20 "Hour of Service" shall mean (1) each hour for which an employee
is directly or indirectly compensated or entitled to compensation by the
Employer for the performance of duties during the applicable computation
period; (2) each hour for which an Employee is directly or indirectly
compensated or entitled to compensation by the Employer (whether or not the
employment relationship has terminated) for reasons other than the
performance of duties (including vacation, holidays, sickness, jury duty,
disability, layoff, military duty or leave of absence; (3) each hour for
which backpay is awarded or agreed to by the Employer without regard to
mitigation of damages. Hours will be credited to the Employee for the
period or periods to which the award or agreement pertains rather than the
period in which the award, agreement or payment is actually made. The same
Hours of Service will not be credited both under (1) or (2), as applicable,
and under (3). The provisions of Department of Labor Regulations
2530.200B-2(b) and (c) are incorporated herein by reference.
Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such
period occurs in a single Plan Year or other computation period); (ii) an
hour for which an Employee is directly or indirectly paid, or entitled to
payment, on account of a period during which no duties are performed is not
required to be credited to the Employee if such payment is made or due
under a plan maintained solely for the purpose of complying with applicable
worker's compensation, unemployment compensation or disability insurance
laws; and (iii) Hours of Service are not required to be credited for a
payment which solely reimburses an Employee for medical or medically-
related expenses incurred by the Employee.
2.21 "Key Employee" shall mean any Employee or former Employee in a
qualified plan adopted by the Employer who at any time during the current
Plan Year or any of the four preceding Plan Years is:
(a) an officer of the Corporation having annual Compensation greater
than fifty percent (50%) of the limit under Code 415(b)(1)(A);
(b) one of the ten employees having annual Compensation in excess of the
dollar limit on annual additions to a defined contribution plan
provided under Code Section 415(c) (1)(A) and owning the largest
interest in the Corporation;
(c) a five percent (5%) owner of the Corporation;
(d) a one percent (1%) owner of the Corporation having an annual
compensation from the Corporation of more than one hundred and
fifty thousand dollars ($150,000); or
(e) otherwise determined to be a key Employee under the provisions of
Code Section 416 and the regulations issued thereunder.
2.22 "Leased Employee" shall mean each person described in Code
Section 414(n)(2). Leased Employees shall be treated as Employees of the
Employer for the purpose of determining compliance with the requirements
stated in Code Section 414(n)(3)(A) and (B), but only if such persons
constitute more than twenty percent (20%) of the Employer's Nonhighly
Compensated workforce or such persons are not covered by a "safe harbor"
plan meeting the requirements of Code Section 414(n)(5)(B).
2.23 "Month of Service" shall mean the number of whole months of an
Employee's Periods of Service. For purposes of determining the number of
an Employee's Months of Service, there shall be aggregated all Periods of
Service; and for this purpose, 30 days shall be deemed to be a month in the
case of the aggregation of fractional months.
2.24 "Nonhighly Compensated Employee" shall mean an Employee who is
neither a Highly Compensated Employee nor a Family Member.
2.25 "Normal Retirement Age" shall mean age 65.
2.26 "Participant" shall mean any Employee who has become a
Participant in the Plan in accordance with Section 3.2.
2.27 "Period of Service" shall mean a period commencing on the
Employee's Employment Commencement Date or Reemployment Commencement Date,
whichever is applicable, and ending on the Employee's Severance Date.
In addition, there shall be treated as a period of Service:
(a) any period with respect to which a former Employee is
entitled to receive salary continuation in accordance with the
Corporation's Salary Continuation Policy, without regard to the actual
period over which the former Employee elects to receive payment of such
pay;
(b) any period in which the Employee was employed by an
Affiliate;
(c) a Period of Severance, but only if the Employee terminates
employment with the Employer and the Affiliates by reason of retirement,
resignation, or discharge and then performs an Hour of Service prior to the
first anniversary of the Severance Date; provided, that if such termination
of employment occurs during a period in which the Employee was absent from
employment with the Employer and the Affiliates for a reason other than
retirement, resignation, discharge, or separation from service in
accordance with the Corporation's Salary Continuation Policy, the Period of
Severance shall be treated as a Period of Service only if the Hour of
Service is performed prior to the first anniversary of the date on which
the Employee was first absent from employment with the Employer and the
Affiliates;
(d) any period (determined in accordance with the preceding
provisions of this Section) in which the Employee was employed prior to
January 1, 1979 by an employer that was an Employer as of January 1, 1979
or by a predecessor of such an Employer; and
(e) any period that the Board in its complete discretion may
determine during which the Employee was employed by an organization that
becomes affiliated with the Corporation through consolidation, merger,
acquisition, or otherwise.
In addition, any period of military service shall be treated as a
period of Service, but only to the extent and for the purposes that such
treatment is required by Federal law.
If an Employee is absent from work for maternity or paternity reasons
(as described below), the 12-consecutive-month period beginning on the
first day of such absence shall not constitute a Period of Severance, but
shall be considered a Period of Service with the Employer. An absence from
Work for maternity or paternity reasons means an absence because of (i) the
pregnancy of the Employee, (ii) the birth of a child of the Employee, (iii)
the placement of a child with the Employee in connection with the
Employee's adoption of the child, or (iv) the Employee's caring for a child
immediately after the birth or placement of that child.
2.28 "Period of Severance" shall mean the period commencing on an
Employee's Severance Date and ending on the date on which the Employee next
performs an Hour of Service.
2.29 "Plan" shall mean the Central Fidelity Banks, Inc. Stock and
Thrift Plan, as set forth herein and as amended from time to time.
2.30 "Plan Year" shall mean the calendar year. The Plan Year also
shall be the Limitation year for contributions.
2.31 "Prior Plan" shall mean the previous restatement of the Central
Fidelity Banks, Inc. Stock and Thrift Plan, effective as of January 1,
1987, as subsequently maintained and amended.
2.32 "Reemployment Commencement Date" shall mean the first date on
which the Employee performs an Hour of Service following a Period of
Severance that is not required to be taken into account under Section 2.27.
2.33 "Savings Contribution" shall mean the amount of Tax Saver
Deferral and Standard Saver Contribution by or on behalf of a Participant,
not in excess of sixteen percent (16%) of his Compensation.
2.34 "Severance Date" shall mean the earlier of
(a) the date on which an Employee retires, resigns, is
discharged, or dies; or
(b) the first anniversary of the first day of a period in which
an Employee remains absent from employment (with or without pay) with the
Employer for any reason other than retirement, resignation, discharge, or
death.
Notwithstanding the foregoing, if the Employee separated from Service
in accordance with the corporation's salary continuation policy, the
Employee's Severance Date shall not occur earlier than the end of the
period for which the salary continuation is paid.
The Severance from Service Date of a Participant who is absent from
service beyond the first anniversary of the first date of an absence due to
maternity or paternity reasons (as described in Section 2.27) is the second
anniversary of the first day of such an absence.
2.35 "Standard Saver Contribution" shall mean the contribution made to
the plan by a Participant in accordance with Section 4.3.
2.36 "Standard Saver Program" shall mean the program for Contributions
by a Participant from after-tax income.
2.37 "Supplemental Contribution" meant, for periods prior to September
1, 1990, contributions in the form of a Tax Saver Deferral or a Standard
Saver Contribution, or both, made to the Plan by or on behalf of a
Participant in excess of the basic Contribution limit in force through that
date.
2.38 "Tax Saver Program" shall mean the program for pre-tax deferrals.
2.39 "Tax Saver Deferral" shall mean the contribution made to the Plan
by the Employer on behalf of a Participant in accordance with Section 4.1.
2.40 "Tax Saver Election" shall mean an election by a Participant
under Section 4.1.
2.41 "Tax Saver Hardship Withdrawal" shall mean a withdrawal of all or
part of a Participant's Tax Saver Account under Section 10.6.
2.42 "Trust Agreement" shall mean the agreement between the
Corporation and the Trustee establishing the Trust, as amended from time to
time.
2.43 "Trust" or "Trust Fund" shall mean the fund established under the
Trust Agreement, together with all contributions thereto, and income,
profits, or increments thereon.
2.44 "Trustee" shall mean the trustee under the Trust Agreement. It
is contemplated that the Trustee may be an Employer.
2.45 "Valuation Date" shall mean the last business day of each month
during the Plan Year.
2.46 "Years of Service" shall mean the number of whole years of a
Participant's Periods of Service. For purposes of determining the number
of a Participant's Years of Service, there shall be aggregated all periods
of Service (whether or not consecutive) on the basis that twelve Months of
Service equal one whole Year of Service. Nothing in the Plan shall be
construed to permit a duplication of benefits or to give credit for more
than one Year of Service for any one twelve-month period. After
aggregating all periods of Service, any period that is less than a whole
Year shall be disregarded.
ARTICLE THREE
PARTICIPATION
3.1 Eligibility.
(a) Each Participant in the Prior Plan who is an Employee on
January 1, 1989 shall continue to be a Participant.
(b) Each Employee to whom subsection (a) above does not apply
shall be eligible to become a Participant on any Entry Date coinciding with
or following the Employee's completion of six Months of Service.
3.2 Commencement of Participation.
(a) Participation in the Plan shall be voluntary. In order to
become a Participant, an eligible Employee must complete an enrollment form
supplied by the Committee. On such enrollment form, the Employee
initially must designate the percentage of his Compensation that he desires
(1) to be deferred to the Plan as a Tax Saver Deferral, and (2) to be
contributed as a Standard Saver Contribution.
(b) In addition to the elections described in subsection (a),
the Employee shall:
(i) authorize the Employer to make a payroll deduction
from the Employee's Compensation for each payroll period equal to the
amount of the Tax Saver Deferral and Standard Saver Contribution elected by
the Employee;
(ii) choose one, two, three or four Funds for the
investment of Accounts (other than Employer Account and the Loan Account);
and
(iii) designate a Beneficiary.
(c) Every eligible Employee who completes the enrollment form in
accordance with subsections (a) and (b), above, shall become a Participant
in the plan on the next Entry Date that occurs at least 30 days following
the Employee's submission of the completed enrollment form to the
Committee; provided, that no Employee shall become a Participant in the
Plan before satisfying the eligibility requirements set forth in Section
3.1.
(d) In no event shall the sum of a Participant's (i) Tax Saver
Deferral, and (ii) Standard Saver Contributions exceed, during any Plan
year, 16% of the Participant's Compensation.
3.3 Cessation of Contributions. A Participant shall cease making
contributions or deferrals 1) upon written notification to the Committee
(e.g., for voluntary suspension while actively employed) or 2) on the date
on which the Employee ceases to be employed by the Employer or on the date
he ceases to receive benefits under the Employer's Salary Continuation
Policy, whichever is later.
3.4 Reentry into the Plan. A former Participant may again become a
Participant immediately upon becoming reemployed as an Employee.
3.5 Change in Beneficiary Designation. A Participant may revoke a
prior designation of a Beneficiary at any time by filing a written
designation of a new Beneficiary with the Committee. No such designation
shall be effective unless and until it is received by the Committee, prior
to the Participant's death, in a form and manner that is acceptable to the
Committee.
ARTICLE FOUR
TAX SAVER DEFERRALS AND STANDARD SAVER CONTRIBUTIONS
4.1 Tax Saver Election.
(a) If a Participant otherwise is eligible to participate in the
Plan, he may elect to reduce the Compensation that he receives by a
percentage (which must be an integral multiple of 0.5%) of his
Compensation, but not in excess of the maximum percentage or dollar amount
allowed by law. Such election shall be made in writing to the Committee,
effective as of the commencement of the payroll period coincident with or
next following the Entry Date that occurs at least 30 days after the
Committee's receipt of such notification.
(b) If a Participant makes an election under subsection (a),
above, the Employer shall make a deferral contribution to the Plan in an
amount equal to the reduction in Compensation. Each such Tax Saver
Deferral shall be credited to the Tax Saver Program for that Participant
and shall be paid to the Trustee as soon as practicable after the payroll
period which the reduction is made.
4.2 Mandatory Reductions in Tax Saver Deferrals.
(a) The Committee may direct that Tax Saver Elections with
respect to Compensation to be received by Participants in the future, and
corresponding Tax Saver Deferrals scheduled to be made, shall be reduced in
such manner as the Committee shall designate, in its discretion, as
necessary or appropriate to preserve the tax qualification of the Plan or
to prevent the Tax Saver Deferrals and the Employer Contributions made on
behalf of Participants from exceeding the amount deductible by the
Employer. Such action by the Committee shall be applicable to all of the
Participants who have made Tax Saver Elections, or, to such group or groups
of Participants as the Committee shall designate in order to comply with
the legal limits on deferrals and contributions.
(b) The Committee may determine that some or all of a
Participant's prior Tax Saver Deferrals shall be treated, to the extent
designated by the Committee in its discretion, as his Standard Saver
Contributions for all purposes under the Plan, if the Committee determines
that such action is necessary or appropriate to preserve the tax
qualification of the Plan or to prevent the sum of the Tax Saver Deferrals
and the Employer Contributions from exceeding the amount deductible by the
Employer. Any such action by the Committee shall be applicable to all of
the Participants who have made Tax Saver Elections or only to such group or
groups of Participants as the Committee shall designate in its discretion.
The Accounts of the Participants affected by any such action of the
Committee shall be debited and credited with the appropriate dollar amounts
in order to reflect the Committee's action.
(c) The Committee may limit, in its discretion, the rate of a
Participant's Tax Saver Election to a rate less than 16% of such
participant's Compensation. Any such action by the Committee shall be
applicable to all of the Participants who have made Tax Saver Elections or
only to such group or groups of Participants as the Committee shall
designate in its discretion.
4.3 Standard Saver Contributions by Participants Generally. If a
Participant is otherwise eligible to participate, he may elect to make
Standard Saver Contributions to the Plan. Such contributions shall be
stated as a percentage (which must be an integral multiple of 0.5%) of the
participant's monthly Compensation.
4.4 Medium of Contributions. Contributions shall be made exclusively
through payroll deductions in a manner determined by the Committee and
shall be paid to the Trustee as soon as practicable after the payroll
deduction has been made.
4.5 Increase in Deferrals and Contributions.
A Participant may increase the rate or amount of his Tax Saver
Deferrals or Standard Saver Contributions to the Plan, effective as of the
commencement of the payroll period next following the Entry Date that
occurs at least 30 days after the Committee's receipt of written
notification of such increase.
4.6 Suspension or Reduction of Deferrals and Contributions.
(a) A Participant may suspend or reduce any or all of his Tax
Saver Deferrals and Standard Saver Contributions to the Plan effective as
of the commencement of any payroll period commencing at least 30 days after
the receipt by the Committee of written notification of such suspension or
revocation.
(b) A Participant who has suspended or reduced any deferrals or
contributions in accordance with subsection (a), above, may resume making
deferrals or contributions to the Plan in accordance with Sections 4.1, 4.3
and 4.4, as of the Entry Date that occurs at least 30 days after the
receipt by the Committee of written notification of the Participant's
election to resume such deferrals or contributions.
(c) Notwithstanding anything herein to the contrary, the
Committee, in its discretion, may require a Participant to reduce deferrals
or contributions at any time during the Plan Year to extent necessary to
comply with limits imposed by the Plan or to avoid discrimination, as
determined by regulations of the Internal Revenue Service.
ARTICLE FIVE
EMPLOYER CONTRIBUTIONS
5.1 Matching Contributions.
The Employer shall contribute with respect to each Participant an
amount equal to the lesser of (i) 50% of such Participant's Standard Saver
Contributions and Tax Saver Deferrals made on behalf of the Participant to
the Plan for the preceding payroll period, or (ii) 3% of the sum of the
Participant's Compensation in the preceding payroll period. Each such
Employer Contribution shall be credited to the Participant's Employer
Account and shall be paid to the Trustee as soon as practicable after each
payroll period.
5.2 Additional Contributions.
After the close of a Plan Year, the Employer, at the election of
the Board of Directors, may make an additional Employer Contribution on
account of that Plan Year in such amount as it may determine. Any such
additional Employer Contribution shall be paid with respect to each
Participant who made Standard Saver Contributions and/or made Tax Saver
Deferrals during the Plan Year for which the additional Employer
Contribution is made; provided, that in no event shall this additional
Employer Contribution exceed the lesser of (i) 50% of the sum of each
Participant's Tax Saver Deferrals and Standard Saver Contributions for the
Plan Year for which the additional Employer Contribution is made, or (ii)
3% of the sum of each Participant's Compensation in the Plan Year for which
the additional Employer Contribution is made (but disregarding any
Compensation paid during any portion of the Plan Year when a Participant
was not participating in the Plan). Each additional Employer Contribution
shall be credited to each Participant's Employer Account and shall be paid
to the Trustee as soon as practicable after the end of the Plan Year for
which it is made.
5.3 Breach of Trust by Participant.
(a) No Employer Contribution shall be made on behalf of a
Participant who commits a breach of trust.
(b) A Participant who has committed a breach of trust shall not
be entitled to any Employer Contribution with respect to any period for
which an Employer Contribution has not been credited previously to such
Participant's Employer Account.
(c) "Breach of trust" shall mean any act of misconduct by a
Participant that is a "reportable event," for purposes of meeting Federal
Reserve Bank requirements, as a violation of banking practices, including,
but not limited to, embezzlement, larceny, or wrongful use,
misappropriation, or omission with respect to any property or fund that was
committed to the Participant as an Employee of the Employer.
(d) This Section 5.3 shall become inoperative if the Plan becomes
a Top Heavy Plan for any Plan Year beginning on or after January 1, 1984.
ARTICLE SIX
LIMITATIONS ON DEFERRALS AND CONTRIBUTIONS
6.1 Limitations on Tax Saver Deferrals
(a) For each Plan Year beginning after December 31, 1986, the annual
allocation derived from Tax Saver Deferrals to a Participant's Savings
Account shall satisfy one of the following tests:
(1) The "Actual Deferral Percentage" ("ADP") for the Highly
Compensated Participant group shall not be more than the ADP
of the Non-Highly Compensated Participant group multiplied
by 1.25, or
(2) The excess of the ADP for the Highly Compensated Participant
group over the ADP for the Non-Highly Compensated
Participant group shall not be more than two percentage
points. Also, the ADP for the Highly Compensated
Participant group shall not exceed the ADP for the Non-
Highly Compensated Participant group multiplied by 2. The
provisions of Code Section 401(k)(3) and Regulation
1.401(k)-1(b) are incorporated herein by reference.
For Plan Years beginning after December 31, 1988, in order
to prevent the multiple use of the alternative method
described in (2) above and in Code Section 401(m)(9)(A), any
Highly Compensated Participant eligible to make Tax Saver
Deferrals and to make Standard Contributions or to receive
employer (matching) Contributions under this Plan or under
any other plan maintained by the Employer shall have his
"Actual Contribution Ratio" reduced pursuant to Regulation
1.401(m)-2, the provisions of which are incorporated herein
by reference.
(b) For the purposes of this Section ADP means, with respect to the
Highly Compensated Participant group and Non-Highly Compensated Participant
group for a Plan Year, the average of the ratios, calculated separately for
each Participant in each such group, of the amount of Tax Saver Deferrals
allocated to each Participant's Savings Account for such Plan Year, and
such Participant's compensation under Code Section 414(s) for such Plan
Year. The "actual deferral ratio" ("ADR") for each Participant and the ADP
for each group shall be calculated to the nearest one-hundredth of one
percent for Plan Years beginning after December 31, 1988. Tax Saver
Deferrals allocated to each Non-Highly Compensated Participant's Savings
Account shall be reduced by Excess Deferrals to the extent such excess
amounts are made under this Plan or any other plan maintained by the
Employer.
(c) For the purpose of determining the ADR of a Highly Compensated
Employee who is subject to the family aggregation rules of Code Section
414(q)(6) because such Participant is either a "five percent owner" of the
Employer or one of the ten (10) Highly Compensated Employees paid the
greatest "415 Compensation" during the year, the following shall apply:
(1) The combined ADR for the family group (which shall be
treated as one Highly Compensated Participant) shall be the
greater of: (i) the ADR determined by aggregating the Tax
Saver Deferrals and "414(s) Compensation" of all eligible
family members who are Highly Compensated Participants
without regard to family aggregation; and (ii) the ADR
determined by aggregating the Tax Saver Deferrals and
"414(s) Compensation" of all eligible family members,
including Highly Compensated Participants. However, in
applying the $200,000 (or $150,000) limit to "414(s)
Compensation" for Plan Years beginning after December 31,
1988, family members shall include only the affected
Employee's spouse and any lineal descendants who have not
attained age 19 before the close of the Plan Year.
(2) The Tax Saver Deferrals and "414(s) Compensation" of all
family members shall be disregarded for purposes of
determining the ADP of the Non-Highly Compensated
Participant group, except as taken into account in
subparagraph (1) above.
(3) If a Participant is required to be aggregated as a member of
more than one family group, all Participants who are members
of those family groups that include the Participant are
aggregated as one family group in accordance with paragraphs
(1) and (2) above.
(d) For the purposes of this Article, a Highly Compensated
Participant and a Non-Highly Compensated Participant shall include any
Employee eligible to make an Tax Saver Deferral, whether or not a deferral
was made or suspended.
(e) For the purposes of this Article and Code Sections 401(a)(4),
410(b) and 401(k), if two or more plans which include cash or deferred
arrangements are considered one plan for the purposes of Code Section
401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii) as in effect
for Plan Years beginning after December 31, 1988), the cash or deferred
arrangements included in such plans shall be treated as one arrangement.
In addition, two or more cash or deferred arrangements may be considered as
a single arrangement for the purposes of determining whether or not such
arrangements satisfy Code Sections 401(a)(4), 410(b) and 401(k). In such a
case, the cash or deferred arrangements included in such plans and the
plans including such arrangements shall be treated as one arrangement and
as one plan for purposes of this Section and Code Sections 401(a)(4),
410(b) and 401(k). For Plan Years beginning after December 31, 1989, plans
may be aggregated only if they have the same plan year.
(f) For the purposes of this Article, if a Highly Compensated
Participant is a Participant under two or more cash or deferred
arrangements (other than a cash or deferred arrangement which is part of an
employee stock ownership plan as defined in Code Section 4975(e)(7) for
Plan Years beginning after December 31, 1988) of the Employer, all such
cash or deferred arrangements shall be treated as one cash or deferred
arrangement for the purpose of determining the ADR with respect to such
Highly Compensated Participant. However, for Plan Years beginning after
December 31, 1988, if the cash or deferred arrangements have different Plan
years, this paragraph shall be applied by treating all cash or deferred
arrangements ending with or within the same calendar year as a single
arrangement.
6.2 Adjustment To Actual Deferral Percentage
In the event that the allocations of the Tax Saver Deferrals do
not satisfy one of the tests set forth in Section 6.1(a) for Plan Years
beginning after December 31, 1986, the Administrator shall adjust Excess
Deferrals pursuant to the options set forth below:
(a) On or before the fifteenth day of the third month following
the end of each Plan Year, the Highly Compensated Participant having
the highest ADR shall have his portion of Excess Deferrals
recharacterized or distributed until one of the tests set forth in
Section 6.1(a) is satisfied, or until his ADR equals the ADR of the
Highly Compensated Participant having the second highest ADR. This
process shall continue until one of the tests is satisfied. For each
Highly Compensated Participant, the amount of Excess Deferrals is
equal to the Tax Saver Deferrals on behalf of such Highly Compensated
Participant (determined before applying this paragraph) less the
amount determined by multiplying the Highly Compensated Participant's
ADR (determined after applying this paragraph) by his "414(s)
Compensation". However, in determining the Excess Deferrals to be
recharacterized or distributed with respect to an affected Highly
Compensated Participant, such amount shall be reduced by any Excess
Deferred Compensation previously distributed to such affected Highly
Compensated Participant from the Plan for his taxable (calendar) year
ending with or within such Plan Year.
(1) With respect to any distribution of Excess Deferrals,
pursuant to (a) above, such distribution:
(i) normally will be distributed within 2 1/2 months following
the close of the Plan Year, but may be postponed to not
later than the close of the Plan Year following the
Plan Year to which they are allocable;
(ii) shall be made first from unmatched Tax Saver Deferral
and Savings Contributions, and thereafter,
simultaneously from Tax Saver Deferral and Savings
Contributions which are matched under the Plan and
Employer (matching) contributions which relate to such
matched Tax Saver Deferrals;
(iii) shall be adjusted for income; and
(iv) shall be designated as a distribution of Excess
Deferrals and income.
(2) With respect to the recharacterization of Excess Deferrals
pursuant to (a) above, such amounts:
(i) shall be deemed to have been deferred on the date on
which the last of those Highly Compensated Participants
with Excess Deferrals to be recharacterized is notified
of the recharacterization and its tax effects;
(ii) shall not exceed the amount of Tax Saver Deferrals on
behalf of any Highly Compensated Participant for any
Plan Year;
(iii) shall be treated as Standard Saver
Contributions for purposes of Code Section 401(a)(4)
and Regulation 1.401(k)-1(b). Excess Deferrals
recharacterized as Standard Saver Contributions shall
continue to be subject to the distribution restrictions
imposed on Tax Saver Deferrals.
(iv) are not permitted if the amount recharacterized plus
Standard Saver Contributions actually made by such
Highly Compensated Participant, exceed the maximum
amount of Standard Saver Contributions determined
before application of the Actual Contribution
Percentage test that such Highly Compensated
Participant is permitted to make under the Plan in the
absence of recharacterization; and
(v) shall be adjusted for income.
(3) Any distribution or recharacterization of less than the
entire amount of Excess Deferrals shall be treated as a pro
rata distribution or recharacterization of Excess Deferrals
and income.
(4) The determination and correction of Excess Deferrals of a
Highly Compensated Participant whose ADR is determined under
the family aggregation rules shall be completed as follows:
(i) If the ADR for the Highly Compensated Participant is
determined in accordance with Section 6.1(c)(1)(ii),
then the ADR shall be reduced and the Excess Deferrals
for the family unit shall be allocated among the family
members in proportion to the Tax Saver Deferrals of
each family member combined to determine that group's
ADR.
(ii) If the ADR for the Highly Compensated Participant is
determined under Section 6.1(c)(1)(i), then the ADR
shall first be reduced as required, but not below the
ADR of the group members who are not Highly Compensated
Participants without regard to family aggregation. The
Excess Deferrals resulting from this initial reduction
shall be allocated, in proportion to Tax Saver
Deferrals, among the Highly Compensated Participants
whose Tax Saver Deferrals were combined. If further
reduction is required, then Excess Deferrals resulting
from this additional reduction shall be determined by
taking into account the Tax Saver Deferrals of all
family members and the remaining Excess Deferral shall
be allocated among them in proportion to their
respective remaining Tax Saver Deferrals.
(b) For Plan Years beginning after December 31, 1988, to prevent the
multiple use of the alternative method described in subparagraph 6.1(a)(2)
above and under Code Section 401(m)(9)(A), any Highly Compensated Employee
eligible to make Tax Saver Deferrals and to make Standard Saver
contributions or receive Employer (matching) Contributions under the Plan
or similar deferrals or contributions under any other Plan maintained by
the Employer shall have his Actual Contribution Ratio under Section 6.3
reduced as provided under Regulation 1.401(M)-2, the provisions of which
are incorporated herein by reference.
6.3 Actual Contribution Percentage
(a) The "Actual Contribution Percentage" ("ACP") for Plan Years
beginning after December 31, 1986, for the Highly Compensated Participant
group shall not exceed the greater of:
(1) 125 percent of such percentage for the Non-Highly
Compensated Participant group; or
(2) the lesser of 200 percent of such percentage for the Non-
Highly Compensated Participant group, or such percentage for
the Non-Highly Compensated Participant group plus 2
percentage points. However, for Plan Years beginning after
December 31, 1988, to prevent the multiple use of the
alternative method described in this paragraph and Code
Section 401(m)(9)(A), any Highly Compensated Participant
eligible to make Tax Saver Deferrals under the Plan or under
any other cash or deferred arrangement maintained by the
Employer and make Standard Saver Contributions or receive
Employer (matching) Contributions under this Plan or under
any other plan maintained by the Employer shall have his
"actual contribution ratio" ("ACR") reduced pursuant to
Regulation 1.401(m)-2. The provisions of Code Section
401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are
incorporated herein by reference.
(b) "ACP" for any Plan Year means, with respect to the Highly
Compensated Participant group and Non-Highly Compensated Participant group,
the average ACR (calculated separately for each Participant in each group)
of:
(1) the sum of Standard Saver Contributions, Employer (matching)
Contributions and Excess Deferrals recharacterized as
Standard Saver Contributions on behalf of each such
Participant for such Plan Year; to
(2) the Participant's "414(s) Compensation" for such Plan Year.
(c) For purposes of determining the ACP and the amount of Excess
Aggregate Contributions under Section 6.4, only Employer (matching)
Contributions contributed to the Plan prior to the end of the succeeding
Plan Year shall be considered.
(d) For the purpose of determining the ACR of a Highly Compensated
Employee who is subject to the family aggregation rules of Code Section
414(q)(6) because such Employee is either a "five percent owner" of the
Employer or one of the ten (10) Highly Compensated Employees paid the
greatest "415 Compensation" during the year, the following shall apply:
(1) The combined ACR for the family group (which shall be
treated as one Highly Compensated Participant) shall be the
greater of: (i) the ratio determined by aggregating
Standard Saver Contributions, Employer (matching)
Contributions, Excess Deferrals recharacterized as Standard
Saver Contributions and "414(s) Compensation" of all
eligible family members who are Highly Compensated
Participants without regard to family aggregation; and (ii)
the ratio determined by aggregating Standard Saver
Contributions, Employer (matching) Contributions, Excess
Deferrals recharacterized as Standard Saver Contributions
and "414(s) Compensation" of all eligible Family Members,
including Highly Compensated Participants. However, in
applying the $200,000 ($150,000) limit to "414(s)
Compensation" for Plan Years beginning after December 31,
1988, family members shall include only the affected
Employee's spouse and any lineal descendants who have not
attained age 19 before the close of the Plan Year.
(2) The Standard Saver Contributions, Employer (matching)
Contributions, Excess Deferrals recharacterized as Standard
Saver Contributions and "414(s) Compensation" of all family
members shall be disregarded for purposes of determining the
ACP of the Non-Highly Compensated Participant group except
to the extent taken into account in paragraph (1).
(3) If a Participant is required to be aggregated as a member of
more than one family group, all Participants who are members
of those family groups that include the Participant are
aggregated as one family group in accordance with paragraphs
(1) and (2) above.
(e) For purposes of this Section and Code Sections 401(a)(4), 410(b)
and 401(m), if two or more plans of the Employer to which Standard Saver
Contributions, Employer (matching) Contributions, Excess Deferrals
recharacterized as Standard Saver Contributions, or both, are made are
treated as one plan for purposes of Code Sections 401(a)(4) or 410(b)
(other than the average benefits test under Code Section 410(b)(2)(A)(ii)
as in effect for Plan Years beginning after December 31, 1988), such plans
shall be treated as one plan. In addition, two or more plans of the
Employer to which Standard Saver Contributions, Employer (matching)
Contributions, Excess Deferrals recharacterized as Standard Saver
Contributions, or both, are made may be considered as a single plan for
purposes of determining whether or not such plans this section and Code
Sections 401(a)(4), 410(b) and 401(m). In such a case, the aggregated
plans must satisfy Code Section 401(a)(4), 410(b) and 401(m) as though such
aggregated plans were a single plan. For Plan Years beginning after
December 31, 1989, plans may be aggregated under this subparagraph (e) only
if they have the same Plan Year.
(f) If a Highly Compensated Participant is a Participant under two or
more plans (other than an employee stock ownership plan as defined in Code
Section 4975(e)(7) for Plan Years beginning after December 31, 1988) which
are maintained by the Employer or an Affiliated Employer to which Standard
Saver Contributions, Employer (matching) Contributions, Excess Deferrals
recharacterized as Standard Saver Contributions, or both, are made, all
such contributions on behalf of such Highly Compensated Participant shall
be aggregated for purposes of determining such Highly Compensated
Participant's ACR. However, for Plan Years beginning after December 31,
1988, if the plans have different plan years, this paragraph shall be
applied by treating all plans ending with or within the same calendar year
as a single plan.
(g) For purposes of this Article, a Highly Compensated Participant
and Non-Highly Compensated Participant shall include any Employee eligible
to make Tax Saver Deferrals and receive Employer (matching) Contributions
whether or not any Tax Saver Deferral was made or suspended for the Plan
Year.
6.4 Adjustment To Actual Contribution Percentage
(a) In the event that, for Plan Years beginning after December 31,
1986, the ACP for the Highly Compensated Participant group exceeds the ACP
for the Non-Highly Compensated Participant group, the Administrator,
normally on or before the fifteenth day of the third month following the
end of the Plan Year, but in no event later than the close of the following
Plan Year, shall direct the Trustee to distribute to the Highly Compensated
Participant having the highest ACR, his portion of Excess Aggregate
Contributions (and income allocable thereto) until either one of the tests
set forth in Section 6.3(a) is satisfied, or until such Participant's ACR
equals the ACR of the Highly Compensated Participant having the second
highest ACR. This process shall continue until one of the tests set forth
in Section 6.3(a) is satisfied. The distribution of Excess Aggregate
Contributions shall be made in the following order:
(1) Employer (matching) Contributions distributed pursuant to Section
6.2(a)(1)(ii);
(2) Standard Saver Contributions including Excess Deferrals
recharacterized as Standard Saver Contributions;
(3) Remaining Employer (matching) Contributions.
(b) Distribution of less than the entire amount of Excess Aggregate
Contributions shall be treated as a pro rata distribution of Excess
Aggregate Contributions and income. Distribution of Excess Aggregate
Contributions shall be treated as a distribution of Excess Aggregate
Contributions (and income).
(c) Excess Aggregate Contributions, shall be treated as "Employer
Contributions" for purposes of Code Sections 404 and 415.
(d) For each Highly Compensated Participant, the amount of Excess
Aggregate Contributions is equal to the total Standard Saver Contributions,
Employer (matching) Contributions and Excess Deferrals recharacterized as
Standard Saver Contributions on behalf of the Highly Compensated
Participant (determined prior to applying this paragraph) less the amount
determined by multiplying the Highly Compensated Participant's ACR
(determined after applying this paragraph) by his "414(s) Compensation".
The ACR shall be rounded to the nearest one-hundredth of one percent for
Plan Years beginning after December 31, 1988.
(e) The determination of the amount of Excess Aggregate Contributions
with respect to any Plan Year shall be made after first determining the
amount of Excess Deferrals, if any, to be treated as Standard Saver
Contributions due to recharacterization for the plan year under any other
qualified cash or deferred arrangement maintained by the Employer.
(f) The determination and correction of Excess Aggregate
Contributions of a Highly Compensated Participant whose ACR is determined
under the family aggregation rules shall be accomplished as follows:
(1) If the ACR for the Highly Compensated Participant is
determined in accordance with Section 6.3(d)(1)(ii), then the ACR
shall be reduced and the Excess Aggregate Contributions for the family
unit shall be allocated among the family members in proportion to the
sum of Standard Saver Contributions, Employer (matching) Contributions
and Excess Deferrals recharacterized as Standard Saver Contributions,
of each family member combined to determine the group's ACR.
(2) If the ACR for the Highly Compensated Participant is
determined under Section 6.3(d)(1)(i), then the ACR shall first be
reduced, as required herein, but not below the ACR of the group of
family members who are not Highly Compensated Participants without
regard to family aggregation. The Excess Aggregate Contributions
resulting from this initial reduction shall be allocated among the
Highly Compensated Participants whose Standard Saver Contributions,
Employer (matching) Contributions and Excess Deferrals recharacterized
as Standard Saver Contributions were combined to determine the initial
ACR. If further reduction is required, Excess Aggregate Contributions
resulting from this additional reduction shall be determined by taking
into account the contributions for all family members and shall be
allocated among them in proportion to their respective Standard Saver
Contributions, Employer (matching) Contributions and Excess Deferrals
recharacterized as Standard Saver Contributions
6.5 Maximum Annual Additions
(a) Notwithstanding any provisions herein to the contrary, the
maximum "annual additions" credited to a Participant's accounts for any
"limitation year" shall equal the lesser of: (1) $30,000 (or, if greater,
one-fourth of the dollar limitation under Code Section 415(b)(1)(A)) or (2)
twenty-five percent (25%) of the Participant's "415 Compensation" for such
"limitation year". Other annual limitations on Tax Saver Deferrals,
Standard Saver Contributions and Employer (matching) Contributions may
apply, as provided in this Plan and under the Code.
(b) For purposes of applying Code Section 415 limitations "annual
additions" shall mean the sum credited to a Participant's accounts for any
"limitation year" of (1) Employer contributions (including Tax Saver and
matching contributions); (2) Employee contributions (including Standard
Saver Contributions); (3) forfeitures (if any), (4) amounts allocated,
after March 31, 1984, to an Employer plan individual medical account, as
defined in Code Section 415(l)(2) and (5) amounts derived from
contributions after December 31, 1985, attributable to post-retirement
medical benefits allocated to a separate account of a key employee under a
welfare benefit plan maintained by the Employer. The "25% limitation"
referred to in paragraph (a)(2) above shall not apply to: (1) any
contribution for medical benefits (under Code Section 419A(f)(2)) after an
Employee's separation from service which is otherwise treated as an "annual
addition", or (2) any amount otherwise treated as an "annual addition"
under Code Section 415(l)(1).
(c) For purposes of applying the limitations of this Section, the
transfer of funds from one qualified plan to another is not an "annual
addition". In addition, the following are not Employee contributions under
this Section: (1) Rollover Contributions; (2) loan repayments under the
Plan; (3) repayments of distributions received by an Employee under Code
Section 411; and (4) Employee contributions to a simplified employee
pension plan.
(d) For purposes of applying the limitations of this Section,
"415 Compensation" shall include the Participant's wages, salaries, fees
for professional service and other amounts for personal services actually
rendered in the course of employment with the Employer, including, but not
limited to, commissions, compensation based on a percentage of profits,
tips and bonuses and in the case of a Participant who is an employee within
the meaning of Code Section 401(c)(1), the Participant's earned income
under Section 401(c)(2) paid during the "limitation year".
"415 Compensation" shall exclude (1) contributions made by the
Employer to a plan of deferred compensation to the extent that, before
application of the Section's limitations, the contributions are not
includable in the Employee's gross income for the taxable year contributed;
(2) contributions made by the Employer to a plan of deferred compensation
to the extent that all or a portion of such contributions are
recharacterized as a voluntary Employee contribution; (3) Employer
contributions made on behalf of an Employee to a simplified employee
pension plan to the extent excludable from gross income; (4) any
distributions from a plan of deferred compensation regardless of whether
such amounts are includable in gross income when distributed, except
amounts received by an Employee pursuant to an unfunded non-qualified plan
to the extent such amounts are includable in gross income; (5) amounts
realized from the exercise of a non-qualified stock option or when
restricted stock or property held by an Employee either becomes freely
transferable or is no longer subject to a substantial risk of forfeiture;
(6) amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and (7) other amounts receiving
special tax benefits, including group term life insurance premiums (to the
extent that the premiums are not includable in gross income) and
contributions made by the Employer towards the purchase of an annuity
contract described in Code Section 403(b). For purposes of this Section
"415 Compensation" shall be calculated by not including amounts that would
otherwise be excluded from gross income by reason of the application of
Code Sections 125, 402(a)(8), 402(h)(1)(B) and, in the case of
contributions pursuant to a salary reduction agreement, Code Section
403(b).
(e) "Limitation Year" shall mean the Plan Year.
(f) The above dollar limitation under Code Section 415(b)(1)(A)
shall be adjusted annually as provided in Code Section 415(d) pursuant to
the Regulations. The adjusted limitation is effective as of January 1st of
each calendar year and is applicable to Limitation Years ending with or
within that calendar year.
(g) For the purpose of this Section, all qualified defined
benefit plans (whether terminated) ever maintained by the Employer shall be
treated as one defined benefit plan, and all qualified defined contribution
plans (whether terminated), ever maintained by the Employer shall be
treated as one defined contribution plan.
(h) For the purpose of this Section, if the Employer is a member
of a controlled group of corporations, trades or businesses under common
control, is a member of an affiliated service group, or is a member of a
group of entities required to be aggregated pursuant to Regulations under
Code Section 414(o), all Employees of such Employers shall be considered to
be employed by a single Employer.
(i) For the purpose of this Section, if this Plan is a Code
Section 413(c) plan, all Employers of a Participant who maintain this Plan
will be considered to be a single Employer.
(j) If a participant participates in more than one defined
contribution plan maintained by the Employer which have different Plan
Years, the maximum Annual Additions under this Plan shall equal the maximum
Annual Addition for the Limitation Year minus any Annual Additions
previously credited to such Participant's accounts during the "Limitation
Year".
If a Participant participates in both a defined contribution plan
subject to Code Section 412 and a defined contribution plan not subject to
Code Section 412 maintained by the Employer which have the same Plan Year,
Annual Additions will be credited to the Participant's accounts under the
defined contribution plan subject to Code Section 412 prior to crediting
Annual Additions to the Participant's accounts under the defined
contribution plan not subject to Code Section 412.
If a Participant participates in more than one defined
contribution plan not subject to Code Section 412 maintained by the
Employer which have the same Plan Year, the maximum Annual Additions under
this Plan shall equal the product of (A) the maximum Annual Additions for
the Limitation Year minus any Annual Additions previously credited above
multiplied by (B) a fraction (i) the numerator of which is the Annual
Additions which would be credited to such Participant's accounts under this
Plan without regard to the limitations of Code Section 415 and (ii) the
denominator of which is such Annual Additions for all plans described in
this subparagraph.
(k) If an Employee is or was a Participant in one or more defined
benefit plans and one or more defined contribution plans maintained by the
Employer, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any Limitation Year may not exceed 1.0.
(l) The defined benefit plan fraction for any Limitation Year is
a fraction, the numerator of which is the sum of the Participant's
projected annual benefits under all the defined benefit plans (whether or
not terminated) maintained by the Employer, and the denominator of which is
the lesser of 125 percent of the dollar limitation determined for the
Limitation Year under Code Sections 415(b) and (d) or 140 percent of the
highest average compensation, including any adjustments under Code Section
415(b).
Notwithstanding the above, if the Participant was a Participant
as of the first day of the first Limitation Year beginning after December
31, 1986, in one or more defined benefit plans maintained by the Employer
which were in existence on May 6, 1986, the denominator of this fraction
will not be less than 125 percent of the sum of the annual benefits under
such plans which the Participant had accrued as of the close of the last
Limitation Year beginning before January 1, 1987, disregarding any changes
in the terms and conditions of the plan after May 5, 1986. The preceding
sentence applies only if the defined benefit plans individually and in the
aggregate satisfied the requirements of Code Section 415 for all Limitation
Years beginning before January 1, 1987.
(m) The defined contribution plan fraction for any Limitation
Year is a fraction, the numerator of which is the sum of the Annual
Additions to the Participant's accounts under all the defined contributions
plans (whether or not terminated) maintained by the Employer for the
current and all prior Limitation Years (including Annual Additions
attributable to the Participant's nondeductible Employee contributions to
all defined benefit plans, (whether or not terminated) maintained by the
Employer, and Annual Additions attributable to welfare benefit funds, as
defined in Code Section 419(e), and individual medical accounts, as defined
in Code Section 415(1)(2), maintained by the Employer) and the denominator
of which is the sum of the maximum aggregate amounts for the current and
all prior Limitation Years of service with the Employer (regardless of
whether a defined contribution plan was maintained). The maximum aggregate
amount in any Limitation Year is the lesser of 125 percent of the dollar
limitation determined under Code Sections 415(b) and (d) in effect under
Code Section 415(c)(1)(A) or thirty-five percent (35%) of the Participant's
Compensation for such year.
If the Employee was a Participant as of the end of the first day
of the first Limitation Year beginning after December 31, 1986, in one or
more defined contribution plans maintained by the Employer which were in
existence on May 6, 1986, the numerator of this fraction will be adjusted
if the sum of this fraction and the defined benefit fraction would
otherwise exceed 1.0 under the terms of this Plan. Under the adjustment,
an amount equal to the product of (1) the excess of the sum of the
fractions over 1.0 times (2) the denominator of this fraction, will be
subtracted from the numerator of this fraction. The adjustment is
calculated using the fractions as they would be computed as of the end of
the last Limitation Year beginning before January 1, 1987, and disregarding
any changes in the terms and conditions of the Plan made after May 6, 1986,
but using the Code Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987. The annual addition
for any Limitation Year beginning before January 1, 1987, shall not be
recomputed to treat Employee contributions as annual additions.
(n) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is Top Heavy, 100% shall be substituted for 125% under
subparagraph (l) and subparagraph (m) unless an extra allocation is being
provided. For any Limitation Year in which the Plan is Super Top Heavy,
100% shall be substituted for 125%.
(o) If the sum of the defined benefit plan fraction and the
defined contribution plan fraction shall exceed 1.0 in any Limitation Year
for any Participant, the Administrator shall adjust the numerator of the
defined benefit plan fraction so that the sum of the fractions shall not
exceed 1.0 in any Limitation Year for such Participant.
(p) If, as a result of any allocation of unused forfeitures, if
any, error in estimating a Participant's Compensation or other facts and
circumstances to which Regulation 1.415-6(b)(6) shall apply, the Annual
Additions under this Plan would cause the maximum Annual Additions to be
exceeded for any Participant, the Administrator shall (1) distribute any
elective deferrals (within the meaning of Code Section 402(g)(3)) (2)
return any voluntary Employee contributions credited for the Limitation
Year to the extent necessary to return would reduce the Excess Amount in
the Participant's accounts (3) hold any Excess Amount remaining after the
return of voluntary Employee contributions in a suspense account (4) use
the suspense account in the next Limitation Year (and succeeding years, if
necessary) to reduce Employer contributions for that Participant if that
Participant is covered by the Plan as of the end of the Limitation Year, or
if the Participant is not so covered, allocate and reallocate the "Section
415 suspense account" in the next Limitation Year (and succeeding
Limitation Years, if necessary) to all Participants in the Plan before any
Employer or Employee contributions which would constitute "Annual
Additions" are made to the Plan for such Limitation Year and (5) reduce
Employer contributions to the Plan for such Limitation Year by the amount
of the "Section 415 suspense account" allocated and reallocated during such
Limitation Year.
(q) "Excess Amount" shall mean for a Participant for each
Limitation Year the excess, if any, of (1) the Annual Additions which would
be credited to his account under the terms of the Plan without regard to
the limitations of the Code Section 415 over (2) the maximum Annual
Additions determined above.
(r) The suspense account maintained under this Section shall not
share in any earnings or losses of the Trust Fund.
(s) The Plan may not distribute Excess Amounts under the Section,
other than voluntary Employee contributions.
(t) Notwithstanding anything contained in this Section to the
contrary, the limitations, adjustments and other requirements prescribed in
this Section shall at all times comply with the provisions of Code Section
415 and the Regulations thereunder, the terms of which are specifically
incorporated herein by reference.
ARTICLE SEVEN
INVESTMENTS AND ACCOUNTS
7.1 Investment Funds.
(a) The following Funds shall be maintained and available under
the Plan, but only if and to the extent that the Committee determines that
such Funds shall be maintained and available:
(i) Central Fidelity Stock Fund - This Fund shall consist
principally of common stock of the Corporation. The Trustee
shall purchase common stock of the Corporation from time to time
in the open market, as required, in accordance with a non-
discretionary purchasing program; provided, that at the direction
of the Committee, the Trustee shall purchase authorized but
unissued shares of such common stock. The common stock of the
Corporation held by the Trustee in the Central Fidelity Stock
Fund shall be voted by the Trustee at each annual meeting and
special meeting of the stockholders of the Corporation in
accordance with the instructions of the Participants, unless to
do so would violate the provisions of ERISA. The Trustee shall
vote all such common stock in proportion to the interests in the
CFB Fund of the Participants from whom the Trustee receives
voting instructions on a timely basis with respect to such
Participants' interests. The Corporation shall cause each
Participant to be provided with a copy of a notice of each
stockholder meeting and the proxy statement of the Corporation in
respect thereof, together with an appropriate form on which the
Participant may indicate voting instructions.
(ii) Equity Fund: The primary investment objectives of the
Equity Fund shall be the long-term growth of the assets (A) in
common and preferred stocks and securities convertible into
common stock or other similar types of equity securities; (B) in
interests in mutual funds or similar investment companies which
invest principally in the securities described in clause (A); and
(C) collectively with funds of other trusts exempt from taxation
under Section 501(a) of the Code by reason of qualifying under
Section 401(a) of the Code through the medium of any common,
collective or commingled trust that has been or may hereafter be
established by the Trustee and that invests principally in the
securities described in clause (A). The assets of the Equity
Fund also may include cash and fixed income securities (including
corporate obligations and obligations of the United States
Government or agencies thereof).
(iii) Income Fund (effective July 1, 1990, The Capital
Preservation Fund): The Capital Preservation Fund may consist
principally of one or more contracts between an insurance company
or companies and the Trustee that shall be entered into at the
direction of the Committee. The assets of the Fund also may
include cash and fixed income securities (including corporate
obligations and obligations of the United States Government or
agencies thereof).
(iv) Money Market Fund: The Money Market Fund shall consist
principally of interests in one or more short-term investment
funds selected by the Committee. The assets of the Money Market
Fund also may include cash and fixed income securities (including
corporate obligations and obligations of the United States
Government or agencies thereof).
(v) Loan Fund: The Loan Fund shall consist of loans made
pursuant to the Committee's approval of a Participant's request
for a loan in accordance with Section 11.1, and any interest
thereon. The Loan Fund shall not be available to receive
allocations and transfers of funds at the direction of any
Participant, but shall be administered solely in connection with
loans to pursuant to Article Eleven.
(b) Notwithstanding anything in the Plan to the contrary, the
Trustee may, in its discretion and in accordance with the provisions of the
Trust Agreement, hold all or part of the assets allocated to one or more of
the Funds in cash or cash equivalents.
(c) Dividends, interest and other distributions with respect to
assets allocated to a Fund shall be allocated to, and reinvested in, that
Fund. Expenses incurred by the Trustee with respect to a Fund shall be
allocated to that Fund.
7.2 Allocation of Contributions.
(a) All Employer Contributions shall be allocated to the Central
Fidelity Stock Fund, except that Employer Contributions made with respect
to a former Participant who terminated employment with the Employers on or
before December 31 of the Plan Year for which such contribution is made may
be held in cash or cash equivalents until final distribution.
(b) All Tax Saver Deferrals and Standard Saver Contributions
shall be allocated by the Participant in writing in accordance with the
following rules:
(i) A Participant's Tax Saver Deferrals and Standard Saver
Contributions may be allocated, in 25% increments, to any one,
two, three or four of the available investment Funds (other than
the Loan Fund) maintained under Section 7.1;
(ii) If the Participant makes both Tax Saver Deferrals and
Standard Saver Contributions, both such Contributions shall be
allocated to the funds in the same 25% increments; and
(c) If a Participant fails to make an effective allocation in
accordance with this Section, all of the Participant's Tax Saver Deferrals
and Standard Saver Contributions shall be allocated to the Money Market
Fund.
7.3 Change in Allocation.
(a) A Participant may change a direction previously given by
submitting a written notification to the Committee directing such a change,
effective as of any Entry Date that occurs at least 30 days after the
Committee's receipt of the notification.
(b) By submitting a written notification to the Committee at
least 30 days prior to any Entry Date of a Plan Year, a Participant may
direct that 25%, 50%, 75%, or 100% of the value of his Accounts
attributable to a particular Investment Fund be liquidated and transferred
to any of the other available Investment Funds. The liquidation and
transfer shall take place at such time and in such manner as the Trustee,
in its discretion, deems to be prudent and in the best interests of the
Participants and their Beneficiaries. A Participant's affected Accounts
shall be debited and credited with the appropriate amounts in order to
reflect the reallocation.
7.4 Valuation.
(a) As of each Valuation Date, the Trustee shall determine (i)
the number of shares of the Corporation's common stock in the Central
Fidelity Stock Fund; (ii) the number of such shares that have been
allocated to each of the Participant's Accounts; and (iii) the fair market
value of the assets in each Fund and each Participant's interest in each
Fund.
(b) The Trustee shall make the valuations called for by
subsection (a) in accordance with sound and accepted banking and trust
accounting practices. Such valuations shall reflect the current fair
market value of the assets in each Fund (as determined by the Trustee), and
all Contributions and withdrawals or distributions since the most recent
Valuation Date.
7.5 Accounts.
(a) The Participant's interest in each Fund that is allocable to
his Tax Saver Deferrals and Standard Saver Contributions shall be credited
to his Account. The Participant's interest in the Central Fidelity Stock
Fund that is allocable to Employer Contributions shall be credited to the
Participant's Employer Account. Any loan to a Participant shall be
credited to his Loan Account. The Loan Account shall be credited with
interest earned by the Loan Fund; provided, however, that no interest shall
be credited to the Loan Account of a Participant whose loan is in default.
(b) Each Account shall be adjusted on the basis of the balance
in each Participant's Account to reflect the current fair market value and
the gains, losses, income, and expenses of the Funds to which the Accounts
are allocated and the amount of any withdrawals or distributions with
respect to the Participant.
(c) At least once in each Plan Year each Participant shall be
furnished a statement setting forth the value of each of the Participant's
Accounts and, to the extent that the Participant's Accounts are invested in
the Central Fidelity Stock Fund, the number of shares allocated to the
Participant's Accounts.
ARTICLE EIGHT
VESTING
8.1 Vesting in Accounts. A Participant shall be fully vested at all
times in all Accounts.
ARTICLE NINE
DISTRIBUTIONS GENERALLY
9.1 Termination of Employment.
(a) A Participant who terminates employment with an account
balance of $3,500 or less shall receive a single lump sum payment of an
amount equal to the value of his Accounts determined by the Trustee as of a
Valuation Date following his date of separation. If the Participant is
receiving shares of Corporation stock, the Participant also shall receive
dividends payable on such shares arising by the actual date of distribution
of such shares. Any other Participant who terminates employment for any
reason other than death shall begin to receive a distribution of an amount
equal to the value of all of his Accounts determined by the Trustee as of a
Valuation Date following the Participant's election to commence
distribution. Distribution shall be made to the Participant as soon as
practicable following such Valuation Date, usually within 75 days and
always within the maximum time allowed under law. If the Participant dies
after terminating employment, but before distribution is made by the
Trustee, the distribution shall be made to the Participant's Beneficiary.
(b) If a Participant terminates employment with the Employer and
the Affiliates during a Plan Year, the Participant also shall be entitled
to a distribution of the value of his Employer Account attributable to
Employer Contributions made after the close of the Plan Year during which
the Participant terminated employment.
9.2 Form of Payment. Upon termination of employment, death,
disability or retirement, a Participant or Beneficiary of a deceased
Participant with an account balance exceeding $3,500 shall receive payment
of his Plan benefits in one of the following ways, as he shall elect:
(a) A single lump sum payment.
(b) Installments over a period not to exceed five years. Such
installments may be paid quarterly, semi-annually or annually.
Furthermore, prior to commencement of distribution, a Participant may make
a one-time, irrevocable election to have his Plan assets segregated during
the term of payment in a separate interest bearing account. Absent such an
election, said assets shall remain in the general fund and shall be
adjusted to reflect gains, losses, income and expenses, if any, of the
fund.
(c) If a distribution is one to which sections 401(a)(11) and 417 of
the Internal Revenue Code do not apply, such distribution may commence less
than 30 days after the notice required under Section 1.411(a)-11(c) of the
Income Tax Regulations is given, provided that:
(1) the plan administrator clearly informs the participant that
the participant has a right to a period of at least 30 days after
receiving the notice to consider the decision of whether or not
to elect a distribution (and, if applicable, a particular
distribution option), and
(2) the participant, after receiving the notice, affirmatively
elects a distribution.
9.3 Transfer of Assets
(a) Notwithstanding any other provision contained in this Plan,
the Trustee, at the direction of the Administrator, may transfer the vested
portion of the Account of such Participant eligible for a distribution to
another trust forming part of a pension, profit sharing or stock bonus plan
maintained by such Participant's new employer, provided, however, that such
new employer shall represent in writing that such trust qualifies under the
requirements of Code Section 401(a) and that it permits the transfer to be
made.
(b) With respect to distributions made after January 1, 1993,
notwithstanding any provisions of the Plan to the contrary that would
otherwise limit a distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the plan
administrator, to have any portion of an eligible rollover distribution
paid directly to an eligible retirement plan specified by the distributee
in a direct rollover. For purposes of this section,
(i) "eligible rollover distribution" shall mean any
distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not
include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annual) made for the life (or
life expectancies) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under section
401(a)(9)of the Code; and the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities);
(ii) "eligible retirement plan" shall mean an individual
retirement account described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the Code, an annuity plan
described in section 403(a) of the Code, or a qualified trust described in
section 403(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity;
(iii) "distributee" shall include an employee or former
employee. In addition, the employee's or former employee's surviving
spouse and the employee's or former employee's spouse or former spouse or
is the alternate payee under a qualified domestic relations order, as
defined in section 414(p) of the Code, are distributees with regard to the
interest of the spouse or former spouse;
(iv) "direct rollover" is defined as a payment by the plan
to the eligible retirement plan specified by the distributee."
9.4 Death Benefits.
(a) If a Participant dies while in the employment of the
Employer or an Affiliate, the Participant's Beneficiary shall elect a form
of payment under Section 9.2. The value of all Accounts of the Participant
shall be determined as of the Valuation Date next following the date on
which the Committee receives written notification of the Participant's
death and all other information or documentation that it may require.
(b) In the event that the Participant is married at the time of
death, the Beneficiary of the death benefit payable pursuant to this
Section shall be the Participant's spouse. Except, however, the
Participant may designate a Beneficiary other than his spouse if:
(1) the spouse has waived the right to be the Participant's
Beneficiary, or
(2) the Participant is legally separated or has been abandoned (but
solely as recognized under applicable state law) and the Participant has a
court order to such effect (and there is no "qualified domestic relations
order" as defined in Code Section 414(p) which provides otherwise), or
(3) the Participant has no spouse, or
(4) the spouse cannot be located.
In such event, the designation of a Beneficiary shall be made on a
form satisfactory to the Administrator. A Participant may at any time
revoke his designation of a Beneficiary or change his Beneficiary by filing
written notice of such revocation or change with the Administrator.
However, the Participant's spouse must again consent in writing to any
change in Beneficiary, unless the original consent acknowledged that the
spouse had the right to limit consent only to a specific Beneficiary and
that the spouse voluntarily elected to relinquish this right. In the event
no valid designation of Beneficiary exists at the time of the Participant's
death, the death benefit shall be payable to his estate.
(c) Any consent by the Participant's spouse to waive any rights to
the death benefit must be in writing, must acknowledge the effect of such
waiver, and be witnessed by a Plan representative or a notary public.
Further, the spouse's consent must be irrevocable and must acknowledge the
specific nonspouse Beneficiary.
(d) The value of any additional Employer Contribution paid on behalf
of a deceased Participant shall be paid to the Beneficiary in a manner to
be determined by the Committee.
9.5 Method of Payment. All payments or distributions from the
Plan to or on behalf of Participants, shall be made as follows:
(a) Distributions or payments (other than loans) from the
Central Fidelity Stock Fund shall be made in shares of common stock of the
Corporation or, at the election of the recipient and subject to the
approval of the Committee in its discretion, in cash; provided, that the
value of any fraction of a share of such stock shall be paid in cash; and
further provided, that any loan made with respect to a Participant's
interest in the Central Fidelity Stock Fund shall be paid in cash.
(b) Any remaining portion of the payment shall be paid in
cash.
(c) Upon the request of the affected Participant or
Beneficiary in accordance with such requirements as the Committee may
prescribe, payments shall be made in equal installments over a period that
does not exceed five years. While any such installments are being paid, the
Trustee, upon the request of the affected Participant or Beneficiary, shall
segregate the assets attributable to the Participant's affected Accounts
and invest them separately in such manner as the Trustee determines in its
sole discretion. The value of the Participant's affected Accounts shall be
adjusted thereafter to reflect any gains, losses, income, and expenses
associated with such separate investment. Any request to segregate must be
made before the payment of the installments commences, and the request may
not be revoked once the payment of installments has commenced. If no
request to segregate is made, the value of the Participant's affected
Accounts will continue to be adjusted, while any installments remain
unpaid, to reflect any gains, losses, income, and expenses of the Funds to
which the Accounts are allocated.
9.6 Limitations on Distributions from Tax Saver Account.
(a) Except as provided in Section 10.6, amounts allocated
to a Participant's Account under the Tax Saver Program shall not be
distributed to the Participant or his Beneficiary before the earliest of
the Participant's
(i) retirement,
(ii) death,
(iii) date of eligibility for benefits under the
Central Fidelity Banks, Inc. Long-Term Disability Insurance
Plan,
(iv) termination of employment with the Employer and
the Affiliates, or
(v) attainment of age 59-1/2.
9.7 Limitations on Methods of Distribution.
(a) Effective January 1, 1989, and as otherwise restricted
under all other provisions of this Plan, a Participant's Account must be
distributed (or must begin to be distributed) not later than the April 1
following the calendar year in which the Participant reaches age 70-1/2,
unless subsection (e) applies.
(b) Distributions from the Plan must be made in a lump sum
or in installments over a period not to exceed five years, unless the
Participant is still actively employed. For active Employees over age 70-
1/2 only, payment may be made over the Participant's life or life
expectancy. In any event, in accordance with the Code, such installments
must be paid over a period not exceeding:
(i) the life of the Participant,
(ii) the joint lives of the Participant and the
Participant's Beneficiary;
(iii) a period not extending beyond the Participant's
life expectancy, or
(iv) a period not extending beyond the joint life
expectancy of the Participant and the Participant's
Beneficiary.
(c) If:
(i) after the Participant's death any benefit payments
are scheduled to be made in respect of the Participant under the Plan, or
(ii) the benefit payments have commenced to the
Participant's spouse in accordance with a method of distribution permitted
by Section 9.2 and the spouse dies before the benefit payments have been
fully distributed;
(iii) any remaining benefit payments that are payable
under the term of the Plan shall be distributed within five years after the
Participant's death or the death of the Participant's spouse.
(d) The purpose of this Section 9.7 is to limit the manner
in which benefit payments may be made under the Plan. This Section 9.7 does
not confer any rights or benefits upon any Participant, spouse,
beneficiary, or any other person.
(e) This Section 9.7 shall not apply to any method of
distribution properly designated by a Participant on or before December 31,
1983, under the terms of the Plan as in effect before January 1, 1984, in
accordance with Section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act of 1982.
(f) If a Participant terminates employment before his 65th
birthday and the present value of the Participant's vested Account balance
exceeds $3,500, the Participant must consent to a distribution before it
may be made. If the terminated Participant does not consent to the
distribution, such Participant's vested interest in his Account will be
held in the Trust Fund until the earlier of (1) the date of distribution
following receipt of a final distribution form by the Plan Administrator;
or (2) December 31 of the calendar year of the Participant's 65th birthday.
(g) If a Participant dies after payments have begun, then
his remaining vested Account balance, if any, must be distributed to his
Beneficiary at least as rapidly as under the method of distribution elected
by the Participant.
(h) Notwithstanding any provision in the Plan to the
contrary, distributions upon the death of a Participant shall be made in
accordance with the following requirements and shall otherwise comply with
Code Section 401(a)(9) and the Regulations thereunder. If it is determined
pursuant to Regulations that the distribution of a Participant's interest
has begun and the Participant dies before his entire interest has been
distributed to him, the remaining portion of such interest shall be
distributed at least as rapidly as under the method of distribution
selected pursuant to Section 9.2 as of his date of death. If a Participant
dies before he has begun to receive any distributions of his interest under
the Plan or before distributions are deemed to have begun pursuant to
Regulations, then his death benefit shall be distributed to his
Beneficiaries by December 31st of the calendar year in which the fifth
anniversary of his date of death occurs.
(i) However, in the event that the Participant's spouse
(determined as of the date of the Participant's death) is his Beneficiary,
then in lieu of the preceding rules, distributions must commence on or
before the later of: (1) December 31st of the calendar year immediately
following the calendar year in which the Participant died; or (2) December
31st of the calendar year in which the Participant would have attained age
70 1/2 and must be made within 5 years from such date. If the surviving
spouse dies before distributions to such spouse begin, then the 5-year
distribution requirement of this Section shall apply as if the spouse was
the Participant.
(j) For purposes of this Section, the life expectancy of a
Participant and a Participant's spouse may, at the election of the
Participant or the Participant's spouse, be redetermined in accordance with
Regulations. The election, once made, shall be irrevocable. If no
election is made by the time distributions must commence, then the life
expectancy of the Participant and the Participant's spouse shall not be
subject to recalculation.
(k) In any event, any form of distribution otherwise
provided for under the Plan will comply with the minimum distribution and
incidental benefit requirements of Code Section 401(a)(9) and Regulation
1.401(a)(9)-2.
ARTICLE TEN
WITHDRAWALS DURING EMPLOYMENT
10.1 In General.
(a) A Participant may elect, upon written notification to
the Committee, to make withdrawals from his Account attributable to
Standard Saver Contributions. A Participant who has attained age 59-1/2
may elect, upon written notification to the Committee, to make withdrawals
from his Accounts attributable to Tax Saver Deferrals. Any such withdrawal
shall be made as of the next Valuation Date that occurs at least 30 days
after the Committee receives the Participant's written notification. A
Participant must designate in writing the Funds from which the withdrawal
shall be made in a manner consistent with the provisions of Sections 10.2.
If no designation as to fund reduction is provided, funds shall be reduced
on a pro-rata basis, to the extent practicable, to provide the withdrawal.
(b) The amount of any withdrawal elected or requested under
this Article Ten shall be at least equal to $500 or the maximum amount that
may be withdrawn under Sections 10.2 through 10.8.
10.2 Ordering of Withdrawals. Any withdrawal elected or requested by
a Participant shall be charged against a Participant's Account according to
the following order:
(a) A Participant may make a withdrawal from the
Participant's Rollover Account or Deductible Contribution Account, if any,
at any time without regard to any other type of withdrawal elected or
requested;
(b) A Participant who has attained age 59-1/2 may make a
withdrawal from the Participant's Accounts attributable to the Tax Saver
Program only after all amounts have been withdrawn from his Account
attributable to the Standard Saver Program;
(c) For purposes of tax accounting for distributions,
Standard Saver Contributions from January 1, 1987 forward, and any earnings
thereon, shall be considered a "separate contract" under Section 72(e) of
the Code.
10.3 Withdrawals from Standard Saver Program. A Participant may elect
to withdraw all or a part of the value of his contributions under the
Standard Saver Program. Upon making such a withdrawal, the Participant
shall be suspended from making Participant Contributions until the Entry
Date next following the expiration of six months from the Valuation Date as
of which the withdrawal is made. The six-month suspension shall run
concurrently with any other suspension, except one under Section 10.5 or
10.6, imposed by the Plan.
10.4 Withdrawals from Tax Saver Program After Age 59-1/2. If a
Participant has attained age 59-1/2, the participant may elect to withdraw
all or a part of the value of his Accounts under the Tax Saver Program.
Upon making such a withdrawal, the Participant shall be suspended from
making Tax Saver Deferrals until the Entry Date next following the
expiration of six months from the Valuation Date as of which the withdrawal
is made. The six-month suspension shall run concurrently with any
suspension, except one under Section 10.5 or 10.6, imposed by the Plan.
10.5 Employer Contribution Hardship Withdrawals.
(a) The Participant may apply in writing to the Committee
for an Employer Contribution Hardship Withdrawal from the Participant's
Employer Account. The request shall include evidence of financial
hardship, defined below, and the amount of the requested Employer
Contribution Hardship Withdrawal. The Committee shall consider the request
as soon as practicable after receipt of the request and shall apply uniform
standards in considering and granting such requests to all persons
similarly situated. The Employer Contribution Hardship Withdrawal shall be
permitted only if and to the extent that the Committee approves the
Participant's request. The Committee's approval shall be based on the
nature and extent of the Participant's financial hardship.
(b) For purposes of this Section, the term "financial
hardship" means circumstances arising from an accident or illness of the
Participant or his dependents, the education of the Participant's children,
the cost of purchasing a principal residence for the Participant and the
Participant's immediate family, or other events that subject the
Participant to a significant financial burden for which the Committee
determines that the Participant's present financial resources are
insufficient.
(c) The maximum amount that a Participant may withdraw as
an Employer Contribution Hardship Withdrawal shall be the value of the
Participant's Employer Account, including any gains or earnings thereon, as
of the date of the withdrawal, reduced by any amounts allocated to the
Participant's Employer Account during the twelve (12) months immediately
preceding the date as of which the withdrawal is made.
(d) Upon making an Employer Contribution Hardship
Withdrawal, a Participant shall be suspended from benefiting from Tax Saver
Deferrals and from making Standard Saver Contributions until the Entry Date
next following the expiration of six months from the Valuation Date as of
which the withdrawal is made. Such six-month suspension shall not begin
until any suspension period that is imposed by Section 10.3 or 10.4 has
expired.
10.6 Tax Saver Hardship Withdrawals.
(a) A Participant who has not attained age 59-1/2 may apply
in writing to the Committee for a Tax Saver Hardship Withdrawal from the
Participant's Accounts under the Tax Saver Program. The Committee, in its
sole discretion, may grant a Tax Saver Hardship Withdrawal to the
Participant if, and only if, it determines that the criteria and procedures
set forth in Appendix B have been fulfilled.
10.7 Amount, Timing and Allocation of Withdrawals. A payment to a
Participant pursuant to this Article shall be based on the value of the
applicable Accounts on the Valuation Date as of which the withdrawal is
made. The amount withdrawn shall be distributed as soon as practicable
after such Valuation Date. All withdrawals from the Participant's Tax Saver
Account or Participant Accounts shall be made from each of the Funds in
which such Accounts are invested in accordance with the Participant's
written designation. The Participant's Accounts shall be appropriately
adjusted to reflect any withdrawal.
10.8 No Restoration of Withdrawals. No amount withdrawn by a
Participant pursuant to this Article may be subsequently replaced or
restored by the Participant.
10.9 Resumption of Contributions. After the applicable suspensions
expire, a Participant may make a Tax Saver Election and/or resume making
Participant Contributions to the Plan only by giving written notification
to the Committee, effective as of any Entry Date that commences (a) after
the suspension expires and (b) at least 30 days after the receipt by the
Committee of the written notification.
10.10 Lump Sum Distributions in Event of QDRO Directing Immediate Lump
Payouts to Alternate Payee. Notwithstanding any conflicting provision of
Article IX or this Article X to the contrary, and in accordance with the
administration of domestic relations orders as provided under Section 12.12
hereof, any domestic relations order which is otherwise determined to be
qualified hereunder and in accordance with Internal Revenue Code Section
414(p) shall not be considered not qualified solely because it provides for
an immediate single sum distribution to an Alternate Payee under such
order; and, if such order provides for an immediate single sum payment and
is otherwise qualified, an immediate alienation of the subject
participant's interest and a single sum distribution to the Alternate Payee
shall be provided. Except for an order that is otherwise a qualified
domestic relations order and provides for an immediate single sum
distribution to an Alternate Payee, no alienation and payment under this
Plan shall be allowed with respect to a domestic relations order, except as
otherwise permissible under the distribution and withdrawal provisions of
Articles IX and X.
ARTICLE ELEVEN
PLAN LOAN PROGRAM
11.1 In General.
(a) Subject to the provisions contained in Appendix C to
the Plan, a Participant or Beneficiary thereof (hereinafter referred to in
this Article as a "Participant") may borrow from his Savings Account all or
a portion of the amount attributable to his Tax Saver Deferrals or Rollover
Account (exclusive of any deductible employer contributions made prior to
January 1, 1987) by making a written application to the Committee. If a
Participant has a Rollover Account, loans will first be made from the
Rollover Account and second from his Tax Saver Deferrals. A Participant
must designate the Funds that will be the source of the cash that will be
borrowed. If the Committee, or subcommittee thereof, approves the loan,
the Funds in which the Participant's Savings Account is then invested shall
be liquidated in accordance with the Participant's written designation to
the extent required to provide sufficient cash for the Trustee to make the
loan. The cash shall be transferred to the Loan Fund (and the loan to the
Participant shall be credited to his Loan Account) from which all loans
hereunder shall be made. If the Participant is married, the Participant's
spouse must consent in writing to the loan.
(b) The Trustee shall allocate the individual interest
repayments received by the Loan Fund to each loan recipient's account.
The interest so allocated shall then be allocated among and invested in the
then available Funds in the same proportions as the current Contributions
on behalf of each such Participant are invested; provided, that if the
Participant's Contributions have been suspended, such interest shall be
invested in accordance with the most recent investment election by the
Participant with respect to Contributions on his behalf.
(c) A Participant's repayment of the principal of a loan
hereunder shall reduce the Participant's outstanding principal balance in
his Loan Account and shall be allocated to the Participant's Tax Saver
Deferrals or Rollover Account, as applicable, and invested in the then
available Funds in the same proportions as the current Contributions on
behalf of each such Participant are invested; provided, that if the
Participant's Contributions have been suspended, such repayments shall be
invested in accordance with the most recent allocation Tax Saver Election
by the Participant.
(d) This Plan Loan Program and the provisions set forth in
Appendix C shall be administered by the Committee, who shall have complete
discretionary authority to construe the terms of this Loan Program provided
that such discretion is exercised in a nondiscriminatory manner.
ARTICLE TWELVE
ADMINISTRATION
12.1 The Committee. A committee of not less than three members shall
have the responsibility for the administration of the Plan. The members of
the Committee shall be appointed from time to time by the Board and shall
serve at the pleasure of the Board. The members of the Committee shall
elect a chairman from among its members and shall elect a secretary who
may, but need not, be one of the members of the Committee. The Committee
may allocate its responsibilities for the administration of the Plan among
its members or among any subcommittee(s) it may appoint and may designate
persons other than its members to carry out its responsibilities under the
Plan, all in accordance with Section 405(c) of ERISA.
12.2 Meetings. The Committee shall hold meetings upon such notice, at
such place or places, and at such intervals as are required to carry out
its functions.
12.3 Quorum. A majority of the members of the Committee at any time
in office shall constitute a quorum for the transaction of business. All
resolutions of other actions taken by the Committee shall be by vote of a
majority of those present at the meeting of the Committee, or without a
meeting by an instrument in writing signed by all the members of the
Committee at such time in office.
12.4 Expenses. The reasonable expenses incident to the operation of
the Plan, including the compensation of the Trustee, attorneys, advisors,
actuaries, fiduciaries, and such other persons providing technical and
clerical assistance as may be required, shall be authorized by the
Committee to be paid out of the Trust Fund, except to the extent that the
Employer elects to pay all or part thereof directly.
12.5 Powers and Duties. In addition to any implied powers and duties
that may be needed to carry out the provisions of the Plan, the Committee
shall have the following specific powers and duties:
(a) To make and enforce such rules and regulations as it
shall deem necessary or proper for the efficient administration of the
Plan;
(b) To interpret the Plan and to decide any and all matters
arising hereunder; including the right to remedy possible ambiguities,
inconsistencies or omissions; provided, that all such interpretations and
decisions shall be applied in a uniform and nondiscriminatory manner to all
persons similarly situated;
(c) To compute the amount of benefits that shall be payable
to any Participant, former Participant, spouse, or other person in
accordance with the provisions of the Plan;
(d) To authorize disbursements from the Trust Fund. Any
instructions of the Committee shall be evidenced in writing and signed by a
member of the Committee or a delegate that has been given such authority;
(e) To appoint other persons to carry out such
responsibilities under the Plan as it may determine;
(f) To employ one or more persons to render advice with
respect to any of its responsibilities under the Plan; and
(g) To appoint one or more investment managers (as that
term is defined by Section 3(38) of ERISA) to manage (including the power
to acquire and dispose of) any assets of the Trust Fund.
12.6 Benefit Claims Procedure.
(a) A claim for a benefit under the Plan by any person
shall be filed by submitting to the Committee a written application on a
form acceptable to the Committee. The Committee shall consider the claim
and within 90 days after receipt of the claim (or within 180 days if the
Committee determines that special circumstances require an extension of
time and so notifies the claimant) it shall issue its determination in
writing.
(b) In the event of a denial of a claim, the Committee will
give the claimant notice in writing of such denial, which notice will set
forth (i) the specific reason(s) for the denial, (ii) specific reference to
pertinent Plan provisions on which the denial is based; (iii) a description
of any additional material or information necessary for the claimant to
perfect the claim and an explanation of why such material or information is
necessary; and (iv) an explanation of the Plan's claim review procedure.
(c) Within 60 days after receipt of the notice of denial
described in subsection (b), above, the claimant may request a review of
such denial by filing a notice of appeal in writing with the Committee.
The Committee, in its discretion, may request a meeting to clarify any
related matters it deems appropriate. In connection with the appeal, the
claimant (or the claimant's duly authorized representative) may review
pertinent documents and may submit issues and comments in writing to the
Committee. The Committee shall decide the issues raised by the appeal,
either with or without holding a hearing, and shall issue to the claimant a
written notice setting forth its decision and the reasons for the decision.
The Committee's decision will be made not more than 60 days after it has
received the claimant's request for review, unless the Committee determines
that special circumstances require an extension of time and so notifies the
claimant, in which case a decision will be made not more than 120 days
after it has received the request for review. All interpretations,
determinations and decisions of the Committee in respect of any claim will
be final and conclusive.
12.7 Member's Own Participation. No member of the Committee may act
or vote on a decision of the Committee specifically relating to the
member's own participation in the Plan.
12.8 Service in More Than One Fiduciary Capacity. The members of the
Committee and any other person or group of persons may serve in more than
one fiduciary capacity with respect to the Plan in accordance with Section
402(c)(1) of ERISA.
12.9 Professional Assistance. The Employer and the Committee may each
engage accountants, actuaries, attorneys, physicians and such other
personnel as they deem necessary or advisable for the proper administration
of the Plan. The Employer and the Committee, and their delegates and
representatives, will be entitled to obtain and act on the basis of all
tables, valuations, certificates, opinions and reports furnished by any
accountant, actuary, attorney, physician or other person so engaged.
12.10 Plan Administrator. The Corporation shall be the administrator
of the Plan within the meaning of Section 3(16)(A) of ERISA.
12.11 Uniform Administration. Whenever in the administration of the
Plan any action by the Committee or the Corporation is required, such
action shall be uniform in nature as applied to all persons similarly
situated.
12.12 Domestic Relations Orders and Distributions.
(a) If the Trustee or the Committee receives a domestic
relations order that purports to require the payment of a Participant's
benefits to a person other than the Participant, the Committee shall take
the following steps:
(i) The Committee shall direct the Trustee to
segregate and hold in a Determination Period Account
(defined below) the amounts that will be payable to the
Alternate Payees (defined below) with respect to the
Determination Period Account if the order is a Qualified
Domestic Relations Order (defined below).
(ii) The Committee shall promptly notify the named
Participant and any Alternate Payees of the receipt of the
domestic relations order and of the Committee's procedures
for determining if the order is a Qualified Domestic
Relations Order.
(iii) The Committee shall determine whether the order
is a Qualified Domestic Relations Order under the provisions
of Section 414(p) of the Code.
(iv) The Committee shall notify the named Participant
and any Alternate Payees of its determination as to whether
the order meets the requirements of a Qualified Domestic
Relations Order.
(b) If, within 18 months of receipt of the domestic
relations order, the order is determined to be a Qualified Domestic
Relations Order, the Committee shall direct the Trustee to pay the
Determination Period Account to the persons entitled thereto pursuant to
the order.
(c) If, within 18 months of receipt of the domestic
relations order, (i) the order is determined not to be a Qualified Domestic
Relations Order or (ii) the issue as to whether the order is a Qualified
Domestic Relations Order has not been resolved, the Committee shall direct
the Trustee to pay the amounts held in the Determination Period Account to
the Participant or other person who would have been entitled to such
amounts if there had been no order.
(d) If an order is determined to be a Qualified Domestic
Relations Order after the end of the 18-month period, the determination
shall be applied prospectively only.
(e) For the purposes of this Section, the following terms
shall have the following definitions:
Alternate Payee - Any spouse, former spouse, child or other
dependent of a Participant who is recognized by a domestic
relations order as having a right to all or a portion of the
benefits payable under the Plan to the Participant.
Determination Period - The period of up to 18 months during
which the Committee shall determine the qualified status of
a domestic relations order.
Determination Period Account - A segregated account
established by the Trustee at the direction of the
Committee, in which amounts which may be payable to an
Alternate Payee shall be held. A Determination Period
Account shall be held in an interest-bearing account and
credited with earnings of that account.
Qualified Domestic Relations Order - Any domestic relations
order or judgment that meets the requirements set forth in
Section 414(p) of the Code.
ARTICLE THIRTEEN
AMENDMENT AND TERMINATION
13.1 Right to Amend. Amendments or changes in any of the provisions
or terms of the Plan may, pursuant to resolutions duly adopted by the Board
or the Benefits Committee, be made at any time or times for any reason in
the discretion of the Board; provided, that, except as permitted by ERISA
and the Code, no such amendment or change shall make it possible for any
part of the assets of the Plan to be used for any purpose other than the
exclusive benefit of Participants, former Participants, and their
Beneficiaries and the payment of reasonable Plan administration expenses.
The consent of any Employer, Participant, former Participant, Beneficiary
or other person shall not be requisite to any amendment of or change to the
Plan.
13.2 Continuance of Plan Upon Acquisition of Corporation. The Plan
shall not terminate automatically upon the acquisition of the Corporation
by any other company or the merger of the Corporation into any other
company; rather, the Plan shall be continued after such acquisition or
merger, provided that the successor company agrees to continue the Plan.
13.3 Merger or Consolidation. To the extent that Section 414(1) of
the Code is applicable, the Plan may not be merged or consolidated with,
and its assets or liabilities may not be transferred to, any other plan,
unless each Participant or former Participant would receive a benefit
immediately after the merger, consolidation, or transfer (if the transferee
plan had then terminated) that is equal to or greater than the benefit the
Participant or former Participant would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan had
then terminated) or unless such alternative requirements that may be
imposed by the appropriate government agencies are satisfied.
13.4 Termination of the Plan.
(a) While the Plan was established as a permanent program,
the Corporation reserves the right to terminate the Plan, partially or in
its entirety, at any time by a resolution of the Board. The Plan is
entirely voluntary on the part of each Employer and the continuance of the
Plan and the benefits thereunder are not assumed as a contractual
obligation by any Employer.
(b) In the event that the Board adopts a resolution to
terminate the Plan, the Plan shall be terminated as of a date specified in
the resolution.
(c) In the event of the termination or partial termination
of the Plan, or upon complete discontinuance of contributions under the
Plan, the rights of all affected Participants in their Accounts shall be
nonforfeitable and the value of each affected Participant's Account shall
be distributed in such manner and at such time as the Committee shall
direct.
ARTICLE FOURTEEN
TOP-HEAVY PLAN PROVISIONS
14.1 Determination of Top-Heavy Status.
(a) As soon as practicable after the first day of each Plan
Year the Plan Administrator shall determine whether the Plan is a top-heavy
plan in accordance with the provisions of this Article Fourteen.
(b) If, as of any determination date, as defined below, the
Plan is determined to be a top-heavy plan, the provisions of Section 14.4
shall take effect as of the first day of the Plan Year next following the
determination date and shall continue to be in effect until the first day
of any subsequent Plan Year following a determination date as of which it
is determined that the Plan is no longer a top-heavy plan.
14.2 Definitions Concerning Top-Heavy Status.
(a) A "key employee" shall mean any Participant who
qualifies, as of the determination date, as a key employee within the
meaning of Section 416(i) of the Code and the Treasury Department
regulations promulgated thereunder.
(b) A "non-key employee" shall mean any Participant who is
not a key employee as of the determination date.
(c) The "determination date" shall be the December 31
immediately preceding the Plan Year for which the determination is made.
(d) The "top-heavy ratio" shall be the percentage
calculated in accordance with Section 416(g) of the Code and the Treasury
Department regulations promulgated thereunder determined as of a
determination date and the Valuation Date coincident therewith.
(e) The "top-heavy contribution percentage" shall be, for
each Plan Year in which the Plan is top-heavy, the percentage of total
compensation contributed by the Employer in accordance with Section 5.7 to
the account of the key employee for whom such percentage is the highest
with respect to such Plan Year; provided, that for purposes of determining
the top-heavy contribution percentage, contributions made under all tax-
qualified defined contribution plans of the Employer and the Affiliates
shall be aggregated. If the top-heavy contribution percentage is less than
3%, the amounts contributed as a result of Tax-Deferred Contributions will
be included in determining the amount of contributions made on behalf of
key employees.
(f) For purposes of this Article Fourteen, the term "total
compensation" shall have the meaning provided under Code Section 414.
(g) The Plan shall be a "top-heavy" plan if, as of any
determination date, (i) the top-heavy ratio exceeds 60 percent, or (ii) it
is in a "top-heavy group" as defined in Section 416(g) of the Code and the
Treasury Department regulations promulgated thereunder.
14.3 Calculation of Top-Heavy Ratio.
(a) In determining the top-heavy ratio with respect to any
Plan Year, the valuation Date coinciding with the determination date shall
be used.
(b) In determining the top-heavy ratio with respect to any
Plan Year, the Plan shall be aggregated with all tax-qualified defined
benefit and defined contribution plans maintained by the Employer and the
Affiliates.
14.4 Effect of Top-Heavy Status. For each Plan Year in which the
Plan is top-heavy:
(a) As of a date not later than the last day of any Plan
Year in which the Plan is a top-heavy plan, the Employer shall contribute
to the Employer Account of each Participant an amount that, when added to
the contributions made by the Employer for such Participant (and any
forfeitures allocated to the accounts of such Participant) for such Plan
Year under all other defined contribution plans of the Employer, is not
less than the lesser of 3 percent or the top-heavy contribution percentage
of such Participant's total compensation for such Plan Year. Such a
contribution shall be in lieu of, and not in addition to, any Employer
Contribution that would otherwise have been made to the Employer Account of
each Participant under Article Five; except that in determining whether a
Non-Key Employee has received the required minimum allocation, such Non-Key
Employee's Tax Saver Deferrals and Employer (matching) contributions needed
to satisfy the "Actual Deferral Percentage" and "Actual Contribution
Percentage" tests shall not be taken into account. Further, with respect
to any Plan Year in which the Plan is top-heavy and the Central Fidelity
Banks, Inc. Retirement Plan also is top-heavy, as defined therein, the
Employer is not required to make any contribution pursuant to this
subsection (a) with respect to such Participant; and further provided, that
if a contribution pursuant to this subsection (a) is made for any
Participant, the contribution will be made regardless of whether such
Participant makes Tax Saver Contributions or Standard Saver Contributions
for the Plan Year;
(b) The "1.25" limitation of paragraph 6.5 shall be applied
by substituting "1.0".
14.5 Effect of Discontinuance of Top-Heavy Status. If,for any Plan
Year after the Plan has been top-heavy, the Plan is no longer top-heavy,
the provisions of Section 14.4 other than the restriction set forth in
Section 14.4(b), shall not apply with respect to the Plan Year in which the
Plan is not top-heavy; provided, that the vested and nonforfeitable
percentage of the Employer Account of each Participant shall not be reduced
on account of the discontinuance of the Plan's top-heavy status; and
further provided, that if the vesting schedule (if any) under the Plan as
in effect in the Plan Year in which the Plan is no longer top-heavy is less
favorable in any respect than the vesting schedule (if any) set forth in
Article Eight hereof, the vested percentage of any Participant who was a
Participant in a Plan Year in which the Plan was top-heavy and who has
completed at least three (3) Years of Service as of the first day of the
Plan Year in which the Plan is no longer top heavy shall be determined in
accordance with Article Eight hereof notwithstanding anything in the Plan
to the contrary.
14.6 Intent of Article Fifteen. This Article Fourteen is
intended to satisfy the requirements imposed by Section 416 of the Internal
Revenue Code and shall be construed in a manner that will effectuate this
intent. This Article Fourteen shall not be construed in a manner that
would impose requirements that are more stringent than those imposed by
Section 416 of the Internal Revenue Code.
ARTICLE FIFTEEN
MISCELLANEOUS
15.1 Participation by Affiliate. Subject to the consent of the Board,
an Affiliate may become an Employer under the Plan by delivering to the
Board a resolution of its board of directors approving such action. With
the consent of the Board, such Affiliate shall become an "Employer" as of
an effective date approved by the Board and shall be subject to the
provisions of the Plan and the Trust Agreement.
15.2 Withdrawal From the Plan. An Employer participating hereunder
that wishes to withdraw from the Plan and cease to be an Employer under the
Plan shall deliver to the Board a resolution of its board of directors
which authorizes such withdrawal. Withdrawal shall take place as of the
first day of a Plan Year. Notice of withdrawal must be submitted to the
Board at least six months prior to the date as of which the withdrawal is
to be effective, unless such six-month requirement is waived by the Board.
Upon such a withdrawal, the Committee, in its discretion and consistent
with Section 12.3, shall determine the disposition of the portion of the
Trust Fund that it determines to be attributable to the Employees of the
withdrawing Employer.
15.3 Assignment and Alienation. Except as provided in Section 10.10
and 12.12, the right of any person to a benefit thereunder shall not be
subject to assignment, alienation, transfer, attachment, garnishment, or
encumbrance or otherwise subject to lien. Any attempt to assign, alienate,
transfer, attach, garnish or encumber any benefit hereunder shall be null
and void.
15.4 Incapacity. If the Committee determines that any person entitled
to benefits hereunder is unable to care for such person's affairs because
of illness or accident, any payment due (unless a duly qualified guardian
or other legal representative has been appointed) may be paid for the
benefit of such person to such person's spouse, parent, brother, sister or
other party deemed by the Committee to have incurred expense for such
person.
15.5 Required Information. Any person eligible to receive benefits
hereunder shall furnish to the Committee any information or proof that is
requested by the Committee and is reasonably required for the proper
administration of the Plan. Failure on the part of any person to comply
with any such request within a reasonable period of time shall be
sufficient grounds for delay in the payment of any benefits that may be due
under the Plan until such information or proof is received by the
Committee. If any person claiming benefits under the Plan makes a false
statement that is material to such person's claim for benefits, the
Committee may offset against future payments any amount paid to such person
to which such person was not entitled under the provisions of the Plan.
15.6 No Right to Employment. Nothing herein contained shall be deemed
to give any Employee the right to be retained in the service of the
Employer and the Affiliates or to interfere with the right of the Employer
and the Affiliates to discharge any Employee at any time without regard to
the effect that such discharge may have upon the Employee under the Plan.
15.7 Receipt of Assets from Other Plans. If the Board in its complete
discretion so directs, the Committee shall direct the Trustee to accept the
transfer of assets from a qualified plan (the "former plan") that are
attributable to Participants in the Plan. Each Participant with a
beneficial interest in the transferred assets shall be 100% vested in the
interest transferred from the former plan to the Plan. In such
circumstances, the Participant's Accounts shall be credited with the amount
transferred in respect of the Participant, as the Committee in its
discretion may direct.
15.8 Inability to Locate Participants. Each Participant and each
Beneficiary entitled to receive a benefit under the Plan shall keep the
Committee advised of his current address. If the Committee is unable to
locate a Participant or Beneficiary to whom a benefit is payable under the
Plan for a period of 72 months, commencing with the first day of the month
coinciding with or next following the first day of the month as of which
such benefit becomes payable, the total amount payable to such Participant
or Beneficiary shall be forfeited and shall be used to reduce future
Employer Contributions; provided, that if such Participant or Beneficiary
to whom a benefit is payable makes a claim in writing for such benefit
after the expiration of such 72 month period, the benefit shall be
reinstated by an Employer Contribution to the Trust, which shall be
allocated to the Participant's or former Participant's Employer Account
under the Plan. In the event of such reinstatement, payment shall commence
to the Participant or Beneficiary in the same form and amount as initially
applicable, commencing as of the first day of the month next following the
expiration of 30 days after the date on which the Committee receives the
written claim of the Participant or Beneficiary.
15.9 Return of Employer Contributions. In the event that an Employer
Contribution to the Plan was made (i) by a mistake of fact, or (ii) on the
condition that it was deductible under Section 404 of the Code and such
deduction is disallowed, or (iii) on the condition that the Plan initially
qualified under Section 401 of the Code and the plan does not so qualify,
the contribution shall be refunded to the Employer making such
contribution; provided, that in the case of a contribution described in
clause (i), the refund may be made only within one year after the payment
of the contribution; and that in the case of a contribution described in
clause (ii), the refund may be made only within one year after the
disallowance of the deduction has become final and may be made only to the
extent that the deduction was disallowed.
15.10 Trust Fund. The Corporation has entered into a Trust Agreement
with the Trustee providing for the administration of the Trust Fund in such
form and containing such provisions as the Corporation deems appropriate,
including, but not by way of limitation, provisions with respect to the
powers and authority of the Trustees, and the authority of the Corporation
to amend or terminate the Trust Agreement or to change the Trustee. The
Trust Agreement is hereby incorporated into, and made part of, the Plan.
15.11 Non-Diversion of Trust Fund. The assets of the Trust Fund shall
not be used for any purpose other than for the exclusive benefit of the
Participants, their Beneficiaries and any other person entitled to a
benefit under the Plan, and the payment of the reasonable expenses of
administering the Plan.
15.12 Participants to Look to Trust Only. A Participant, his
Beneficiaries and any other person entitled to a benefit hereunder shall
look only to the Trust Fund for payment of benefits under the Plan. The
Employer shall in no event have any obligation to pay directly any benefit
due under the Plan.
15.13 Risk of Loss. The Plan and the Employers do not guarantee that
the market value of the Funds, or of any particular Fund, will be equal to
or greater than the amounts allocated thereto. The Plan and the Employers
do not guarantee that the value of the Accounts will be equal to or greater
than the contributions credited thereto. The Participants assume all risk
of any decrease in the value of the Funds and the Accounts.
15.14 Interests in the Funds. No Participant or Beneficiary shall
have any claim, right, title, or interest in or to any part of the assets
of any Fund or of the Trust Fund until distribution of such assets is made
to the Participant or Beneficiary.
15.15 Restriction on Amendment of Allocation of Additional Matching
Contribution. Notwithstanding any provision of Article 13 or other
provision herein to the contrary, the Corporation (or an Employer
hereunder) shall not amend the provisions of Section 5.2 herein controlling
the provision and allocation of additional matching contributions made or
invested in the common stock of the Corporation more than once every six
(6) months, other than as necessary to comport with changes in Internal
Revenue Code or ERISA requirements.
15.16 Amendments Necessary to Comply with Section 16. Notwithstanding
any provision herein to the contrary, the Corporation and Employers
hereunder, with or without consultation with the Plan Administrator, shall
retain the power to amend, and may amend the provisions hereof as necessary
to comply with the current provisions of Section 16 of the Securities
Exchange Act of 1934, as amended, and regulations and interpretations
thereunder.
15.17 Administration Necessary to Comply with Section 16. The
Committee shall have the operational discretion and authority to impose
such additional restrictions and limitations on Participants subject to
Section 16 of the Securities Exchange Act of 1934, as it shall deem
necessary or advisable to comply with the provisions of Rule 16(b)-3
promulgated by the Securities and Exchange Commission.
15.18 Heading. Any headings used in this instrument are for
convenience of reference only and are to be ignored in the construction of
any provision hereof.
15.19 Severability. If any provision of the Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.
15.20 Governing Law. The Plan shall construed, administered and
regulated in accordance with the provisions of ERISA, and, to the extent
not preempted thereby, in accordance with the laws of the Commonwealth of
Virginia.
CENTRAL FIDELITY BANKS, INC.
By: /s/ Cecil A. Pool, Jr.
Title: Senior Vice President
Date: June 12, 1994
<PAGE>
APPENDIX A
The following table determines the percentage of a Participant's Tax
Saver Deferral Contributions and/or Standard Saver Contributions for a Plan
Year that the Employer shall contribute as an additional Employer
Contribution as set forth in Section 5.2(b). The listed percentages are
derived by dividing net income adjusted to exclude Investment Securities
Gains (Losses) plus any accrual made for additional Employer Contribution
for the year by average common stockholders' equity for the year, as
determined by management of the Corporation.
Return on Equity Additional Match
Less than 15.000% 0%
15.000 - 15.124 3
15.125 - 15.249 6
15.250 - 15.374 9
15.375 - 15.499 12
15.500 - 15.624 15
15.625 - 15.749 18
15.750 - 15.874 21
15.875 - 15.999 24
16.000 - 16.124 27
16.125 - 16.249 30
16.250 - 16.374 33
16.375 - 16.499 36
16.500 - 16.624 39
16.625 - 16.749 42
16.750 - 16.874 45
16.875 - 16.999 48
17.000% or more 50
<PAGE>
APPENDIX B
CENTRAL FIDELITY BANKS, INC. STOCK AND THRIFT PLAN
TAX SAVER HARDSHIP WITHDRAWAL PROGRAM
B-2.1 The Committee, or a subcommittee thereof appointed to receive
and act on requests for hardship withdrawals, upon the proper application
of a Participant, review the Participant's request for a hardship
withdrawal; and if approved, direct the Trustee to distribute to such
applying Participant a hardship withdrawal of between $500 (or the
Participant's Tax Saver Contributions and pre-1989 earnings, if less) and
100% of the Tax Saver Contributions to the Participant's Savings Account
and any pre-January 1, 1989 earnings on such contributions).
B-2.2 No earnings arising from such account after December 31, 1988,
may be distributed. Further, the maximum amount distributed may not exceed
the amount necessary to satisfy the immediate and heavy financial need of
the Participant. Any distribution made pursuant to an approved withdrawal
shall be made as provided herein and, under Section 10.7. The
Participant's Savings Account shall be reduced according to the amount
withdrawn.
B-2.3 In order to allow a Tax Saver Hardship Withdrawal, the
Committee must determine that
(a) the Participant has incurred a hardship that creates an
immediate and heavy financial need that cannot be satisfied from the
reasonably available resources of the Participant;
(b) the amount of any withdrawal under this Section will not
exceed the amount necessary to alleviate the hardship after application of
other reasonably available resources;
(c) the Participant has withdrawn all amounts from his Standard
Saver Contribution Account and the maximum amount permitted to be withdrawn
under Section 10.5(c) from his Employer Account under the Plan; the
Participant has applied for and received or been denied a loan under the
Plan; and has received any amounts distributable (other than for hardship)
or available by loan under any other Plan; and
(d) the Participant satisfies such other requirements as the
Committee may establish in its discretion.
B-2.4 In determining whether a Participant may receive a Tax Saver
Hardship Withdrawal, the Committee shall apply the criteria set forth
herein in a uniform and nondiscriminatory manner to all persons similarly
situated.
B-2.5 For purposes of this Section, an event shall be considered to
create an "immediate and heavy financial need" if such need arises on
account of:
(a) medical expenses, as described in Code Section 213, which
are incurred by the Participant, his spouse or any dependent of the
Participant (as defined in Code Section 142);
(b) payment of an initial down payment (other than mortgage
payments or residence maintenance payments) for purchasing a principle
residence of the Participant and his family;
(c) payment of current tuition payments for post-secondary
education of the Participant, his spouse, his children, or dependents;
(d) payment to prevent the eviction of the Participant and his
immediate family from his principle residence or to prevent foreclosure on
the mortgage or deed of Trust encumbering the Participant's principle
residence;
(e) payment of funeral expenses for the Participant's spouse,
children, parents or other dependents; or
(f) an event, other than those described above, which the
Committee, in its sole discretion and consistent with the provisions of
Regulations 1.401(k), determines to be a hardship based on the applicable
facts and circumstances.
B.2.6 Each Participant must submit with his application the following
written representations, signed by the Participant and stating that the
Participant has attempted to satisfy his immediate and heavy financial need
and such need has not been and cannot be relieved:
(a) through reimbursement (of loss or casualty) or compensation
by insurance or otherwise;
(b) by reasonable liquidation of the Participant's assets,
(including reasonably available assets of the Participant's spouse and
minor children) to the extent that such liquidation would not cause the
occurrence of another immediate and heavy financial need;
(c) by ceasing all elective contributions and employee
contributions under the Plan (or other plans);
(d) by taking all other available distributions or making
application for and taking receipt of any non-taxable loans available from
plans maintained by the Employer or another employer; and
(e) by application to and borrowing form commercial sources upon
reasonable commercial terms.
B-2.7 Any Tax Saver Hardship Withdrawal authorized by the Committee
shall be made as of the Valuation Date coinciding with or next following
the date of the Committee's decision to authorize such withdrawal. Upon
making such a withdrawal, the Participant shall be suspended from making
Tax Saver Deferrals and from making Standard Saver Contributions until the
Entry Date next following the expiration of six months from the Valuation
Date as of which the withdrawal is made. Such six-month suspension shall
not begin until any suspension period that is imposed by Section 10.3, 10.4
or 10.5 has expired. In any event, the period of suspension shall last for
a minimum of twelve months from the date of distribution.
B-2.8 This Plan, and all other plans of the Employer shall suspend
the Participant from making any Tax Saver deferrals in the tax year of the
Participant immediately following the tax year of any hardship
distribution, to the extent that such deferral would exceed the applicable
limit for deferrals under the Code for the applicable year, reduced by the
amount of the Participant's Tax Saver deferrals made to a Savings Account
under this Plan or another plan during the tax year in which the
distribution occurs.
B-2.9 The hardship withdrawals applied for and received under this
program shall comply with the requirements of Internal Revenue Code Section
401(k) and Regulation 1.401(k)-1(d)(2), as amended from time to time.
<PAGE>
CENTRAL FIDELITY STOCK & THRIFT PLAN
APPENDIX C
PLAN LOAN PROGRAM
I. Administrative Provisions
C1.1 Loan Program Administration. This Loan Program shall be
administered by the Plan Administrator, or by the Committee (or a Loan
Subcommittee appointed by the Committee). The Plan Administrator's address
is Central Fidelity Bank, P.O. Box 27602, 1021 East Cary Street, Richmond,
Virginia 23219.
C1.2 Discretion. The Plan Administrator, the Committee or any
Loan Subcommittee (each referred to herein as the "Plan Administrator"),
shall have complete discretion and authority to construe the terms of this
Loan Program, provided that it is administered in a uniform and
nondiscriminatory manner.
II. Loan Application Procedure
C2.1 Eligibility. Loans under this Loan Program will be
available, upon proper application and approval under the terms of this
Loan Program to Plan Participants and Beneficiaries who meet the following
requirements. Each Plan Participant who has a Savings Account balance,
attributable to Tax Saver Deferrals, of at least Five Hundred Dollars
($500.00) shall be eligible to request a loan provided the Participant's
total vested accounts equal or exceed One Thousand Dollars ($1,000.00).
Each Beneficiary who has a vested "Tax Saver" balance of Five Hundred
Dollars ($500.00) and a total vested balance of at least One Thousand
Dollars ($1,000.00) shall be eligible to request a loan. Persons eligible
to request a loan may be referred to herein as "Participant",
"Beneficiary", "Applicant", or "Borrower".
Additionally, effective June 1, 1994, each Plan Participant who
has a Savings Account Balance, attributable to his or her Rollover Account,
of at least Five Hundred Dollars ($500.00) shall be eligible to request a
loan provided the Participant's total vested accounts equal or exceed One
Thousand Dollars ($1,000.00). Each Beneficiary who has a vested "Rollover
Account" balance of Five Hundred Dollars ($500.00) and a total vested
balance of at least One Thousand Dollars ($1,000.00) shall be eligible to
request a loan.
Loans shall be made from Rollover Accounts first, if available,
and from Tax Saver Deferrals second.
C2.2 Loan Applications. Each Participant or Beneficiary seeking
a loan must complete a loan application in a form approved by the Plan
Administrator, stating the reason for the loan. Loans shall not be
approved for the purchase of securities or any activity which violates
either federal, state or local law or regulation or a policy of the
Corporation. Loan applications may be obtained from the Plan Administrator
upon request. Statements made by applicants as part of the loan
application may be verified. The Plan Administrator may require additional
information from an Applicant. Further, the Applicant shall agree on the
application to repayment of any approved loan through payroll deduction or,
if applicable, automatic debits from a checking or savings account.
C2.3 Review of Loan Application. The Plan Administrator shall
review each properly completed application if the Plan Administrator
determines that: (a) the Applicant is an eligible participant or
Beneficiary; (b) that the Applicant is creditworthy to receive the
requested Loan; (c) that the Applicant has agreed to provide a payroll
deduction agreement (or for non-payroll applicants, an automatic bank
account withdrawal agreement); and (d) the Applicant can provide sufficient
collateral in the form of fifty percent (50%) of the Applicant's vested
Accounts under the Plan (and such amount is at least equal to the Loan
amount after reduction to provide the Loan.) If the above requirements are
met, the Plan Administrator ordinarily will approve the loan requested.
All loans approved shall meet the conditions set forth under this Loan
Program.
C2.4 Consent. Any loan made pursuant to this Loan Program to a
Plan Participant shall require the written consent of the Participant's
Spouse (if any). The Spouse's consent must be obtained within the 90-day
period prior to the date the loan is distributed.
C2.5 Deadlines. Completed loan applications will be accepted by
the Plan Administrator until the first business day of each month. Upon
approval of a loan application, proceeds will be disbursed to the Borrower
on the first day of the month following the month during which the Plan
Administrator approves the loan and receives properly executed loan
documents, or as soon thereafter as is practicable. The Plan Administrator
will make reasonable efforts to process loan applications within thirty
(30) days.
III. Loan Evaluation
C3.1 Minimum Loan. The Plan Administrator shall not approve an
application requesting a loan in an amount less than Five Hundred Dollars
($500.00).
C3.2 Vested Account Balance. Loan applications will be
evaluated to determine whether the applicant has a total vested account
balance under the plan at least equal to twice the amount of the loan
requested. The applicant must have a minimum vested account balance of One
Thousand Dollars ($1,000.00) to receive a loan.
3.03 Maximum Loan.
(a) Effective on or before May 1, 1994, the Plan
Administrator shall not approve a application requesting a loan in an
amount exceeding the lesser of: (1) the Applicant's Savings Account Balance
attributable to Tax Saver Deferrals. Effective June 1, 1994, the Plan
Administrator shall not approve a application requesting a loan in an
amount exceeding the lesser of: (1) the Applicant's Savings Account Balance
attributable to the aggregate of his Tax Saver Deferrals and Rollover
Accounts, if applicable; (2) fifty percent (50%) of the applicant's then
unencumbered vested account balance(s), or, (3) Fifty Thousand Dollars
($50,000), reduced by the highest aggregate balance of any loan (or loans)
to the applicant from any qualified retirement plan maintained by the
Employer (or any entity required to be aggregated with the Employer under
Code Section 414) (a "Related Entity") which was outstanding at any time
during the period beginning 12 months before the day before the date of any
new loan and ending on the date of the loan.
(b) The Plan Administrator may limit further the loan
amount available in order to maintain a sufficient reserve chargeable
against a Borrower's vested account balance for income taxes (or other
taxes) which might have to be withheld if the loan is determined to be, at
any time, a deemed distribution under the Code. Taxes required to be held
by the Plan Administrator or the Trustee (whether or not any reserve is
created) shall be charged to and reduce the Borrower's vested account
balance to the extent necessary. Further, any charge which exceeds the
amount of the Borrower's vested account balance then available for the Loan
shall be treated as an administrative expense of the Plan and shall be
reimbursed by the Borrower.
(c) The Plan Administrator also may limit the loan amount
available to any Borrower in order to take into account the time delay
between any possible default and the first date amounts are distributable
from the Accounts of the Borrower. In any event, the Plan Administrator
and the Trustee shall not require the Borrower to pledge as security for
any loan more than fifty percent (50%) of the Borrower's vested account
balances under the Plan. The Plan Administrator or Trustee may require
security in addition to a pledge of vested account balances.
C3.4 Concurrent Loans. The Plan Administrator shall
not approve more than one (1) loan application of an Applicant during each
Plan Year except, however, concurrent loans from Tax Saver Deferral and
Rollover Accounts, applied for at the same time, shall be considered as a
single application.
IV. Loan Terms
C4.1 Promissory Note and Pledge of Account. Each applicant
whose application is approved shall be required to complete, execute and
deliver to the Plan Administrator a Note and Loan Agreement which includes:
(a) a loan disclosure statement;
(b) a promissory note;
(c) an irrevocable pledge of collateral, pledging and assigning the
appropriate portion of the Borrower's vested account balance as
security for the Loan;
C4.2 Security. Each loan approved by the Plan Administrator
under this Loan Program must be secured by the Borrower's pledge and
assignment of fifty percent (50%) of his vested account balance(s) in the
Plan, determined as of the Plan's most recent valuation date. In the
discretion of the Plan Administrator, security in addition to the
Borrower's vested account balances may be required.
C4.3 Maximum Loan Term. The maximum loan term cannot exceed
sixty (60) months, except with respect to any loan the proceeds of which
are used to acquire the primary residence of the Borrower. In the case of
any loan proceeds used to acquire a Borrower's primary residence, the
maximum term of such loan shall be three hundred sixty (360) months.
C4.4 Level Amortization. The repayment of an approved loan will
be made in substantially equal payments of principal and interest over the
term of the loan and shall be repaid through payroll deduction. All loans
will be repaid within the maximum term stated for each type of loan.
C4.5 Interest Rate. All loans approved shall be fixed rate
loans, and shall bear interest at a rate commensurate with the prevailing
rates charged by lending institutions on loans made under similar
circumstances. Rates may be determined by reference to one or more
published lending rates.
C4.6 Loan Repayments. Loans to active participants must be
repaid through payroll deduction. If the Borrower's employment with the
Corporation is terminated, he must repay the loan in full within 30 days of
separation (or the loan will offset from the Participant's account and the
offset note distributed to the Participant). If the Borrower is not an
active participant (in an unpaid status or on a leave of absence) at the
time of the application, he must execute and deliver to the Plan
Administrator all documents necessary to effect repayment of the loan
through automatic debit from a bank account or other means acceptable to
the Trustee.
C4.7 Early Payment. Notwithstanding the foregoing, the Borrower
shall have the right, at any time, to prepay all of the then outstanding
principal balance of the loan, including accrued interest and any unpaid
costs, without premium or penalty.
C4.8 Source of Funds. The source of loan funds is the
Borrower's Savings Account under in the Plan attributable to Tax Saver
Account Balance or Rollover Account Balance. The Borrower must designate
how investment funds should be reduced in order to provide the loan.
C4.9 Default.
(a) In the event of the Administrator's and Trustee's
declaration of a default of the Borrower under the terms of this Loan
Program and the Note and Loan Agreement, the Plan shall have the right to
set off the amount of the outstanding principal, accrued but unpaid
interest and costs against the Borrower's vested account balances pledged
for payment of the loan.
(b) The following, at the discretion of the Plan Administrator
and the Trustee, may constitute an event of default, as provided under the
terms of the Note and Loan Agreement: (i) Borrower's failure to make loan
repayments (or other debt repayments) when due; (ii) Borrower's revocation
of his or her payroll deduction authorization or automatic bank account
debit agreement for the loan repayment; (iii) Borrower's termination of
employment with the Employer without delivery of full payment within 30
days of separation; (iv) filing by the Borrower of a petition in bankruptcy
or the filing of an involuntary petition in bankruptcy against the
Borrower; (v) assigning by the Borrower of his or her assets for the
benefit of creditors; (vi) the appointment of a receiver, custodian or
trustee for a part of the Borrower's assets; (vii) the entry of a judgment
against the Borrower in excess of $100,000, or (viii) an attachment or
sequestration of a substantial part of the Borrower's assets; (ix) the
Borrower's death; (x) in the Trustee's sole discretion, substantial change
in Borrower's personal financial condition.
C4.10 Default Remedies.
(a) In the event of the Borrower's default declared under the
terms of the Loan Program and the Note and Loan Agreement, the entire
outstanding balance of the loan, including interest accrued thereon and
costs, shall become due and payable within thirty (30) days of the date of
such default.
(b) In the event of the Borrower's failure to pay the entire
outstanding balance in accordance with the provisions of this paragraph,
the Plan Administrator and the Trustee may satisfy the outstanding balance
by foreclosure upon and reduction of the Borrower's right, title and
interest in his vested account balance securing the Note.
(c) The Borrower's Promissory Note shall require the Borrower to
pay all costs of administering such default, including all costs of
collection and reasonable attorney's fees, whether in connection with
collection at trial, appeal or otherwise; and, the Borrower shall waive
presentment, demand, notice of dishonor with respect to such loan.
(d) To the extent that a Borrower's vested interest in the Plan
pledged for repayment of his loan is insufficient to satisfy the
outstanding balance at the time of default, or thereafter, the excess will
be considered administrative expenses and shall be chargeable to and
reimbursed by the Borrower.
(e) If default is caused by devaluation of the Account pledged
as security for the Loan, then the portion of the loan balance which then
deemed unsecured shall be in default. The Trustee may demand that this
amount be repaid in thirty (30) days or, after that time, may repay that
portion of the Loan which has become unsecured, provided that this is
permissible under the Code and applicable regulations. This amount shall
be treated as taxable distribution from the Plan.
(f) Notwithstanding any other provision of this Program to the
contrary, accounts attributable to Tax Saver Deferrals (contributed pursuant to
the provisions Code Section 401(k)) shall not be reduced in the event of default
until such accounts are otherwise distributable under the provisions of Code
Section 401(k) and the applicable regulations. In this event, the Plan
Administrator and Trustee may seek satisfaction directly from the Borrower.
C4.11 Loan Correspondence. All correspondence regarding loans
should be addressed to the Plan Administrator at the principal office of
the Corporation.
C4.12 Termination of Employment. Neither a Borrower who has
terminated employment with the Employer or is a Beneficiary shall be
eligible to receive a distribution of his or her interest under the Plan
until such Borrower's loan either has been repaid in full or offset in full
against the Participant's account, including interest accrued thereon and
unpaid costs. The Plan Administrator, in his sole discretion, may direct
the Trustee to distribute such Borrower's Promissory Note as an asset of
his vested Account under uniform procedures established by the
Administrator.
Exhibits 5.1 and 23.1
WILLIAMS, MULLEN,
CHRISTIAN & DOBBINS
TELEPHONE (804) 643-1991 ATTORNEYS & COUNSELORS AT LAW OFFICES IN:
TELECOPIER (804) 783-6456 A PROFESSIONAL CORPORATION RICHMOND
WASHINGTON, D.C.
WRITER'S DIRECT DIAL: CENTRAL FIDELITY BANK BUILDING
(804) 783-6489 TWO JAMES CENTER AFFILIATE OFFICE:
1021 EAST CARY STREET LONDON
P.O. BOX 1320
RICHMOND, VIRGINIA 23210-1320
August 22, 1995
Board of Directors
Central Fidelity Banks, Inc.
1021 East Cary Street
Richmond, Virginia 23219
Ladies and Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Central Fidelity Banks, Inc., a Virginia
corporation (the "Company"), with respect to the offer and sale from time
to time pursuant to the Central Fidelity Banks, Inc. Stock and Thrift Plan,
as amended (the "Plan"), of up to 500,000 shares of the Company's Common
Stock, $5.00 par value, with associated rights to purchase Series A Junior
Participating Preferred Stock (together, the "Shares"). As counsel to the
Company, we have reviewed the registration statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities
and Exchange Commission to effect the registration of the Shares under the
Securities Act of 1933 (the "Act").
In this regard, we have examined the Restated Articles of
Incorporation, as amended, and Restated By-Laws of the Company, records of
proceedings of the Board of Directors of the Company, the Plan and such
other records and documents as we have deemed necessary or advisable in
connection with the opinions set forth herein. In addition, we have
relied as to certain matters on information obtained from public officials,
officers of the Company and other sources believed by us to be reliable.
Based upon our examination and inquiries, we are of the opinion that
the Shares which constitute original issuance securities will, when issued
pursuant to the terms and conditions of the Plan, be validly issued, fully
paid and nonassessable. The foregoing opinion is limited to the laws of
the Commonwealth of Virginia and we express no opinion as to the effect of
the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us as counsel to the Company
in the Registration Statement. In giving such consent, we do not thereby
admit that we are persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Williams, Mullen, Christian & Dobbins
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000
Employer Identification Number:
Date: APR 15 1995 54-1091649
File Folder Number:
CENTRAL FIDELITY BANKS, INC. 521033842
C/O ROBERT L. MUSICK JR. Person to Contact:
WILLIAMS, MULLEN, CHRISTIAN DOBBINS WAYNE LASHER
P.O. BOX 1320 Contact Telephone Number:
RICHMOND, VA 23210 (202) 874-1535
Plan Name:
CENTRAL FIDELITY BANKS,
INC. STOCK AND THRIFT
PLAN
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 MARCH 27, 1995. 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 JUNE 23, 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.
Letter 835 (DO/CG)
<PAGE>
Internal Revenue Service Department of the Treasury
District Director
-2-
CENTRAL FIDELITY BANKS, INC.
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".
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this 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
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
Letter 835 (DO/CG)
<PAGE>
-3-
CENTRAL FIDELITY BANKS, INC.
This determination letter includes the following adopting Controlled Group
Members:
Central Fidelity Banks Inc.
Central Fidelity National Bank.
Central Fidelity Mortgage Corporation.
Letter 835 (DO/CG)
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Central Fidelity Banks, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Richmond, Virginia
August 17, 1995
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ James F. Betts
James F. Betts
Date: July 12, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ Alvin R. Clements
Alvin R. Clements
Date: July 12, 1995
Exhibit 24
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ Phyllis L. Cothran
Phyllis L. Cothran
Date: July 12, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ Jack H. Ferguson
Jack H. Ferguson
Date: July 12, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ Robert L. Freeman
Robert L. Freeman
Date: July 12, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ Thomas R. Glass
Thomas R. Glass
Date: July 12, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ Minnie Bassett Lane
Minnie Bassett Lane
Date: July 12, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ George R. Lewis
George R. Lewis
Date: July 12, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ G. Bruce Miller
G. Bruce Miller
Date: July 12, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ Richard L. Morrill
Richard L. Morrill
Date: July 12, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ Lloyd U. Noland, III
Lloyd U. Noland, III
Date: July 12, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles
W. Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for
me in my name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8, with any and all schedules, exhibits
and other documents pertaining thereto or in connection therewith, and any
and all amendments or supplements thereto, relating to the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of
the Company's Common Stock, par value $5.00, with associated share purchase
rights (the "Shares"), for issuance and sale under the Company's Stock and
Thrift Plan. The attorneys-in-fact are further authorized to execute and
deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or
Blue Sky authorities of any state or other jurisdiction in connection with
the offer and sale of the Shares. The undersigned hereby ratifies and
confirms all that each said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ William G. Reynolds, Jr.
William G. Reynolds, Jr.
Date: July 12, 1995
