<PAGE>
As filed with the Securities and Exchange Commission on April 1, 1998
Registration No. 33-46327
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of Registrant as specified in its charter)
Maryland 31-0724920
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Huntington Center
41 South High Street
Columbus, Ohio 43287
(Address of Registrant's principal executive offices)
------------------------
HUNTINGTON INVESTMENT AND TAX
SAVINGS PLAN
(Full title of the Plan)
previously know as the
Huntington Stock Purchase and Tax Savings Plan and Trust
------------------------
Ralph K. Frasier, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
614/480-4647
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------
Copies of Correspondence to:
Mary Beth M. Clary, Esq.
John B. Pisaris, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
------------------------
<PAGE>
INTRODUCTION
Effective April 1, 1998, the Board of Directors of Huntington Bancshares
Incorporated (the "Corporation") amended the Huntington Stock Purchase and Tax
Savings Plan and Trust. Among other changes, the Plan's name was changed to the
Huntington Investment and Tax Savings Plan. A copy of the amended Plan is being
filed as an exhibit to this Post-Effective Amendment No. 1 to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Plan, specified
in Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such documents are not filed as part of this Registration Statement in
accordance with the Note to Part I of the Form S-8 Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by the Corporation pursuant to Sections 13(a), 14
or 15(d) of the Exchange Act are hereby incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1997, as
filed with the Commission on February 20, 1998;
2. Proxy Statement for the Annual Meeting of Shareholders held on April
23, 1998, as filed with the Commission on February 18, 1998;
3. Current Reports on Form 8-K, dated January 14, 1998, filed with the
Commission on January 20, 1998, and March 16, 1998, filed with the
Commission on March 16, 1998, each to report annual and or quarterly
earnings and/or certain developments; and
In addition, the description of the rights issued under a certain Rights
Agreement, dated February 22, 1990, as amended August 16, 1995, between the
Corporation and The Huntington National Bank, as successor Rights Agent, which
rights are attached to all shares of the Corporation's Common Stock, that is
contained in the Corporation's Form 8-A filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, and the
Corporation's Current Report on Form 8-K, dated August 16, 1995, and as the same
may be updated in any amendment or report filed for the purpose of updating such
description, is incorporated by this reference.
All other documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement 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
-I-
<PAGE>
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
The contents of the Form S-8 Registration Statement previously filed with
the Commission by the Registrant on March 11, 1992, are hereby incorporated by
reference herein.
-II-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on March 24, 1998.
HUNTINGTON BANCSHARES INCORPORATED
By: /s/ Ralph K. Frasier
---------------------------------------------
Ralph K. Frasier, Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*Frank Wobst Chairman and Chief Executive Officer )
- ------------------------------(principal executive officer) )
Frank Wobst )
)
)
*Zuheir Sofia President, Chief Operating Officer, )
- ------------------------------Treasurer and Director )
Zuheir Sofia )
)
*Gerald R, Williams Executive Vice President )
- ------------------------------and Chief Financial Officer )
Gerald R. Williams (principal financial and )
principal accounting officer) )
)
)
*Don M. Casto, III Director ) March 24, 1998
- ------------------------------ )
Don M. Casto, III )
)
)
*Don Conrad Director )
- ------------------------------ )
Don Conrad )
)
)
Director )
- ------------------------------ )
Patricia T. Hayot )
)
)
-III-
<PAGE>
*Wm. J. Lhota Director )
- ------------------------------ )
Wm. J. Lhota )
)
Director )
- ------------------------------ )
Robert A. Schottenstein )
)
Director )
- ------------------------------ )
George A. Skestos )
)
Director ) March 24, 1998
- ------------------------------ )
Lewis R. Smoot )
)
*Timothy P. Smucker Director )
- ------------------------------ )
Timothy P. Smucker )
)
)
*William J. Williams Director )
- ------------------------------ )
William J. Williams )
</TABLE>
*By: /s/ Ralph K. Frasier
------------------------------
Ralph K. Frasier, attorney-in-fact
for each of the persons indicated
Pursuant to the requirements of the Securities Act of 1933, the trustee of
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Columbus, State of
Ohio, on March 31, 1998.
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
BY: THE HUNTINGTON NATIONAL BANK, TRUSTEE
By: /s/ Kathleen Chapin
----------------------------------------
Its: Vice President
----------------------------------------
-IV-
<PAGE>
Registration No. 33-46327
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUNTINGTON BANCSHARES INCORPORATED
EXHIBITS
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
- ------ ----------- ------
<S> <C> <C>
4(a) ** Huntington Investment and Tax Savings Plan.
4(b) Articles V, VIII and X of Articles of Restatement of Charter, as
amended and supplemented (Exhibit 3(i) to Annual Report on Form 10-K
for the year ended December 31, 1993, and Exhibit 3(i)(b) to Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 1996, and
incorporated herein by reference). Instruments defining the rights of
holders of long-term debt will be furnished to the Securities and
Exchange Commission upon request.
4(c) Rights Plan, dated February 22, 1990, between Huntington Bancshares
Incorporated and The Huntington Trust Company, National Association
(Exhibit 1 to Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on February 22, 1990, and
incorporated herein by reference).
4(d) Amendment No. 1 to the Rights Agreement, dated August 16, 1995
(Exhibit 4(b) to Form 8-K, dated August 16, 1995, and incorporated
herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
24 (a) Consent of Porter, Wright Morris & Arthur (included in Exhibit
5 filed herewith).
24(b) ** Consent of Ernst & Young.
24(c) ** Consent of BDO Seidman, L.L.P.
25(a) * Powers of Attorney.
</TABLE>
- ---------------------------
* Previously Filed
** Filed with this Registration Statement
<PAGE>
HUNTINGTON INVESTMENT
AND
TAX SAVINGS PLAN
Effective Date: April 1, 1998
<PAGE>
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
<S> <C>
ARTICLE I - Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 Plan Established. . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Exclusive Benefit . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.03 Type of Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II - Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.01 "Administrator" . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.02 "Account" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.03 "Actual Contribution Percentage". . . . . . . . . . . . . . . . . . 2
2.04 "Actual Deferral Percentage" or "ADP" . . . . . . . . . . . . . . . 2
2.05 "Aggregate Limit" . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.06 "Annual Addition" . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.07 "Authorized Leave of Absence" . . . . . . . . . . . . . . . . . . . 3
2.08 "Break in Service". . . . . . . . . . . . . . . . . . . . . . . . . 3
2.09 "Code". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.10 "Committee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.11 "Common Stock". . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.12 "Company" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.13 "Company Stock Fund". . . . . . . . . . . . . . . . . . . . . . . . 3
2.14 "Compensation". . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.15 "Compensation". . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.16 "Compensation". . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.17 "Contribution Agreement". . . . . . . . . . . . . . . . . . . . . . 5
2.18 "Contribution Percentage" . . . . . . . . . . . . . . . . . . . . . 5
2.19 "Contribution Percentage Amounts" . . . . . . . . . . . . . . . . . 5
2.20 "Determination Year". . . . . . . . . . . . . . . . . . . . . . . . 5
2.21 "Disability" shall mean . . . . . . . . . . . . . . . . . . . . . . 6
2.22 "Effective Date". . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.23 "Elective Deferrals". . . . . . . . . . . . . . . . . . . . . . . . 6
2.24 "Elective Deferral Account" . . . . . . . . . . . . . . . . . . . . 6
2.25 "Employee". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.26 "Employee After-Tax Contribution" . . . . . . . . . . . . . . . . . 6
2.27 "Employer". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.28 "Entry Date"and "Initial Entry Date". . . . . . . . . . . . . . . . 7
2.29 "ERISA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
i
<PAGE>
<CAPTION>
Section Page
- ------- ----
2.30 "Excess Aggregate Contribution,". . . . . . . . . . . . . . . . . . 7
2.31 "Excess Contributions," . . . . . . . . . . . . . . . . . . . . . . 7
2.32 "Excess Elective Deferrals" . . . . . . . . . . . . . . . . . . . . 7
2.33 "HC Group". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.34 "Highly Compensated Employee" . . . . . . . . . . . . . . . . . . . 8
2.35 "Hour of Service" . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.36 "Leased Employee" . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.37 "Limitation Year" . . . . . . . . . . . . . . . . . . . . . . . . .10
2.38 "Look-Back Year". . . . . . . . . . . . . . . . . . . . . . . . . .10
2.39 "Matching Contribution" . . . . . . . . . . . . . . . . . . . . . .10
2.40 "Matching Contribution Account" . . . . . . . . . . . . . . . . . .10
2.41 "Maximum Permissible Amount". . . . . . . . . . . . . . . . . . . .10
2.42 "NHC Group" . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2.43 "Named Fiduciary" . . . . . . . . . . . . . . . . . . . . . . . . .11
2.44 "Nonhighly Compensated Employee". . . . . . . . . . . . . . . . . .11
2.45 "Normal Retirement Age" . . . . . . . . . . . . . . . . . . . . . .11
2.46 "Participant" . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2.47 "Plan". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2.48 "Prior Plan". . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2.49 "Plan Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2.50 "Projected Annual Benefit". . . . . . . . . . . . . . . . . . . . .11
2.51 "Qualified Domestic Relations Order". . . . . . . . . . . . . . . .11
2.52 "Qualified Employer Contribution" . . . . . . . . . . . . . . . . .11
2.53 "Qualified Employer Contribution Account" . . . . . . . . . . . . .11
2.54 "Required Beginning Date" . . . . . . . . . . . . . . . . . . . . .11
2.55 "Rollover Account". . . . . . . . . . . . . . . . . . . . . . . . .12
2.56 "Service and Credited Service". . . . . . . . . . . . . . . . . . .12
2.57 "Spouse" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
2.58 "Stock Rights". . . . . . . . . . . . . . . . . . . . . . . . . . .12
2.59 "Trust" or "Trust Fund" . . . . . . . . . . . . . . . . . . . . . .12
2.60 "Trustee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
2.61 "Valuation Date". . . . . . . . . . . . . . . . . . . . . . . . . .12
2.62 "Year of Service" . . . . . . . . . . . . . . . . . . . . . . . . .12
ARTICLE III - Eligibility and Participation. . . . . . . . . . . . . . . . . .13
3.01 Eligibility Requirements. . . . . . . . . . . . . . . . . . . . . .13
3.02 Application for Participation . . . . . . . . . . . . . . . . . . .13
3.03 Reemployment Prior to Break in Service (Eligibility). . . . . . . .13
3.04 Reemployment After Break in Service . . . . . . . . . . . . . . . .14
3.05 Month of Employment . . . . . . . . . . . . . . . . . . . . . . . .14
3.06 Predecessor Employer. . . . . . . . . . . . . . . . . . . . . . . .14
ii
<PAGE>
<CAPTION>
Section Page
- ------- ----
ARTICLE IV - Employer Contributions. . . . . . . . . . . . . . . . . . . . . .15
4.01 Employer Contributions. . . . . . . . . . . . . . . . . . . . . . .15
4.02 Matching Contributions for Elective Deferrals . . . . . . . . . . .15
4.03 Limitations on Allocations. . . . . . . . . . . . . . . . . . . . .15
4.04 Return of Contributions . . . . . . . . . . . . . . . . . . . . . .17
ARTICLE V - Participant Contributions. . . . . . . . . . . . . . . . . . . . .18
5.01 Employee After-Tax Contributions. . . . . . . . . . . . . . . . . .18
5.02 Elective Deferral Contributions . . . . . . . . . . . . . . . . . .18
5.03 Annual Elective Deferral Limitation . . . . . . . . . . . . . . . .19
ARTICLE VI - Provisions Relating to the Nondiscrimination
Provisions of Code Sections 401(k) and 401(m) . . . . . . . . . .20
6.01 Section 401(k) Nondiscrimination Provisions . . . . . . . . . . . .20
6.02 Section 401(m) Nondiscrimination Provisions . . . . . . . . . . . .22
6.03 Alternative Method of Meeting Nondiscrimination
Requirements.. . . . . . . . . . . . . . . . . . . . . . . . . . .24
ARTICLE VII - Participant Accounts . . . . . . . . . . . . . . . . . . . . . .25
7.01 Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
7.02 Valuation of Trust Fund . . . . . . . . . . . . . . . . . . . . . .25
7.03 Adjustment of Accounts. . . . . . . . . . . . . . . . . . . . . . .25
7.04 Participant Investment of Accounts. . . . . . . . . . . . . . . . .25
ARTICLE VIII - Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
8.01 Fully Vested Accounts . . . . . . . . . . . . . . . . . . . . . . .27
ARTICLE IX - Payment of Benefits . . . . . . . . . . . . . . . . . . . . . . .28
9.01 When Payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .28
9.02 Manner of Payment . . . . . . . . . . . . . . . . . . . . . . . . .28
9.04 Time of Payment . . . . . . . . . . . . . . . . . . . . . . . . . .29
9.05 Hardship Distributions. . . . . . . . . . . . . . . . . . . . . . .29
9.06 In-Service Distributions. . . . . . . . . . . . . . . . . . . . . .31
9.07 Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . .32
9.08 Mandatory Distributions . . . . . . . . . . . . . . . . . . . . . .32
9.09 Notice of Rollover Treatment. . . . . . . . . . . . . . . . . . . .32
9.10 Other Distributable Amounts . . . . . . . . . . . . . . . . . . . .33
ARTICLE X - Named Fiduciary Powers and Responsibilities. . . . . . . . . . . .34
10.01 Allocation of Responsibility. . . . . . . . . . . . . . . . . . . .34
10.02 Discretionary Authority . . . . . . . . . . . . . . . . . . . . . .34
ARTICLE XI - Trustee Powers and Responsibilities . . . . . . . . . . . . . . .35
iii
<PAGE>
<CAPTION>
Section Page
- ------- ----
11.01 Basic Responsibilities. . . . . . . . . . . . . . . . . . . . . . .35
11.02 Investment Powers and Duties. . . . . . . . . . . . . . . . . . . .35
11.03 Direct Rollover of Eligible Rollover Distributions. . . . . . . . .36
11.04 Trustee to Trustee Transfers. . . . . . . . . . . . . . . . . . . .36
11.05 Company Stock Fund. . . . . . . . . . . . . . . . . . . . . . . . .37
11.06 Tender Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . .38
11.07 Other Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . .38
11.08 Duties Regarding Contributions and Payments . . . . . . . . . . . .40
11.09 Trustee's Compensation and Expenses and Taxes . . . . . . . . . . .40
11.10 Records and Reports . . . . . . . . . . . . . . . . . . . . . . . .40
11.11 Removal or Resignation of Trustee . . . . . . . . . . . . . . . . .40
11.12 Plan Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . .41
ARTICLE XII - Administration . . . . . . . . . . . . . . . . . . . . . . . . .42
12.01 Company Responsibility. . . . . . . . . . . . . . . . . . . . . . .42
12.02 Powers and Duties of the Committee. . . . . . . . . . . . . . . . .42
12.03 Organization and Operation of the Committee . . . . . . . . . . . .43
12.04 Statement of Participant's Account. . . . . . . . . . . . . . . . .43
12.05 Delivery of Notices, Reports and Statements . . . . . . . . . . . .43
12.06 Claims Procedure. . . . . . . . . . . . . . . . . . . . . . . . . .43
12.07 Claims Review Procedure . . . . . . . . . . . . . . . . . . . . . .44
12.08 No Contract of Employment . . . . . . . . . . . . . . . . . . . . .44
12.09 Indemnification.. . . . . . . . . . . . . . . . . . . . . . . . . .44
ARTICLE XIII - Amendment, Termination, and Mergers . . . . . . . . . . . . . .46
13.01 Amendment or Termination. . . . . . . . . . . . . . . . . . . . . .46
13.02 Merger or Consolidation . . . . . . . . . . . . . . . . . . . . . .47
ARTICLE XIV - Top-Heavy Provisions . . . . . . . . . . . . . . . . . . . . . .48
14.01 Application of Article. . . . . . . . . . . . . . . . . . . . . . .48
14.02 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
14.03 Top Heavy Determination . . . . . . . . . . . . . . . . . . . . . .48
14.04 Top Heavy Ratio . . . . . . . . . . . . . . . . . . . . . . . . . .49
14.05 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . .50
14.06 Minimum Benefit . . . . . . . . . . . . . . . . . . . . . . . . . .50
14.07 Limitation on Benefits and Contributions. . . . . . . . . . . . . .50
ARTICLE XV - Merger, Transfer and Special Accounts . . . . . . . . . . . . . .51
15.01 Rollover Contributions. . . . . . . . . . . . . . . . . . . . . . .51
15.02 Merger/Direct Transfer. . . . . . . . . . . . . . . . . . . . . . .51
</TABLE>
iv
<PAGE>
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
ARTICLE XVI - Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . .53
16.01 Participant's Rights. . . . . . . . . . . . . . . . . . . . . . . .53
16.02 Alienation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .53
16.03 Construction of Agreement.. . . . . . . . . . . . . . . . . . . . .54
16.04 Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . .54
16.05 Prohibition Against Diversion of Funds. . . . . . . . . . . . . . .54
16.06 Receipt and Release for Payments. . . . . . . . . . . . . . . . . .54
16.07 Uniformity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
16.08 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . .54
16.09 Spendthrift Clause. . . . . . . . . . . . . . . . . . . . . . . . .55
16.10 Payment to Minor or Incompetent . . . . . . . . . . . . . . . . . .55
</TABLE>
v
<PAGE>
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
The Huntington Investment and Tax Savings Plan is hereby executed by and between
Huntington Bancshares Incorporated and The Huntington National Bank, Trustee.
ARTICLE I
INTRODUCTION
1.01 PLAN ESTABLISHED.
Huntington Bancshares Incorporated established a Qualified Employee Stock
Purchase Plan and Trust, effective January 1, 1978. This Plan and Trust has
been amended and restated from time to time; effective January 1, 1985, the Plan
was renamed the Huntington Stock Purchase and Tax Savings Plan and Trust (the
"Plan"). The Plan was last restated, by a document signed December 7, 1992,
generally effective January 1, 1987, except as otherwise noted in that Plan
document. The Plan as embodied in the December 7, 1992 document was submitted
to the Internal Revenue Service to obtain a determination that the Plan
satisfied Sections 401(a) and 501(a) of the Internal Revenue Code. A favorable
determination letter was issued July 12, 1993. The Plan was again amended and
restated effective January 1, 1987 (unless otherwise noted) and signed October
13, 1994. The document signed October 13, 1994 was submitted to the Internal
Revenue Service to obtain a determination letter that the Plan satisfied 401(a)
and 501(a) of the Internal Revenue Code. A favorable determination letter was
issued June 13, 1995. The Plan is hereby again amended and restated effective
April 1, 1998 unless otherwise noted and its name is changed to the Huntington
Investment and Tax Savings Plan. The Plan as restated is intended to comply
with the Small Business Job Protection Act of 1996, the Uruguay Round Agreements
Act, the Uniformed Services Employment and Reemployment Rights Act of 1994 and
the Taxpayer Relief Act of 1997.
1.02 EXCLUSIVE BENEFIT.
The Plan is for the exclusive benefit of the Employees of the Company and their
beneficiaries and of any corporation adopting the Plan and listed on Schedule B,
as amended, attached hereto and made a part hereof. No part of the trust corpus
or income shall ever be used for or diverted to any purpose other than for the
exclusive benefit of the Participants or their beneficiaries.
1.03 TYPE OF PLAN.
The Plan is designated as a 401(k) profit sharing plan.
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ARTICLE II
DEFINITIONS
As used herein, the following words shall have the meaning stated herein, unless
otherwise specifically provided:
2.01 "ADMINISTRATOR" shall mean the Company.
2.02 "ACCOUNT" shall mean the combined value of all accounts
maintained for a Participant under this Plan.
2.03 "ACTUAL CONTRIBUTION PERCENTAGE" or "ACP" shall mean the average
of the Contribution Percentages of the Eligible Participants in a group.
2.04 "ACTUAL DEFERRAL PERCENTAGE" or "ADP" shall mean, for a specified
group of Participants for a Plan Year, the average of the ratios (calculated
separately for each Participant in such group) of (1) the amount of Employer
contributions, as defined in this Section 2.04, actually paid over to the Trust
Fund on behalf of such Participant for such Plan Year to (2) the Participant's
compensation for such Plan Year as defined in Article VI. Employer
contributions on behalf of any Participant shall include: (1) any Elective
Deferrals made pursuant to the Participant's deferral election, including Excess
Elective Deferrals of Highly Compensated Employees, but excluding Elective
Deferrals that are taken into account in the Contribution Percentage test
(provided the ADP test is satisfied both with and without exclusion of these
Elective Deferrals); and (2) at the election of the Employer, Employer
contributions. For purposes of computing the Actual Deferral Percentage, an
Employee who would be a Participant but for the failure to make Elective
Deferrals shall be treated as a Participant on whose behalf no Elective
Deferrals are made.
2.05 "AGGREGATE LIMIT" shall mean the sum of (i) 125 percent of the
greater of the ADP of the Nonhighly Compensated Employees for the Plan Year or
the ACP of Nonhighly Compensated Employees under the Plan subject to Section
401(m) of the Code for the Plan Year beginning with or within the Plan Year of
the cash or deferred arrangement and (ii) the lesser of 200 percent or two plus
the lesser of such ADP or ACP. "Lesser" is substituted for "greater" in "(i)",
above, and "greater" is substituted for "lesser" after "two plus the" in "(ii)"
if it would result in a larger Aggregate Limit.
2.06 "ANNUAL ADDITION" shall mean the sum of the following amounts
allocated on behalf of a Participant for a Limitation Year: (a) all Employer
contributions; (b) all forfeitures; and (c) all Participant contributions.
Except to the extent provided in Treasury regulations, Annual Additions include
excess contributions described in Section 401(k) of the Code, excess aggregate
contributions described in Section 401(m) of the Code, and excess deferrals
described in Section 402(g) of the Code, irrespective of whether the Plan
distributes or forfeits such excess amounts. Annual Additions also include
Excess Amounts reapplied to reduce Employer contributions under Section 4.03.
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Amounts allocated after March 31, 1984, to an individual medical account (as
defined in Section 415(l)(2) of the Code) included as part of a pension or
annuity plan maintained by the Employer are Annual Additions. Furthermore,
Annual Additions include contributions paid or accrued after December 31, 1985,
for taxable years ending after December 31, 1985, attributable to
post-retirement medical benefits allocated to the separate account of a key
employee (as defined in Section 419A(d)(3) of the Code) under a welfare benefit
fund (as defined in Section 419(e) of the Code) maintained by the Employer, but
only for purposes of the dollar limitation applicable to the Maximum Permissible
Amount.
2.07 "AUTHORIZED LEAVE OF ABSENCE" shall mean any absence authorized
by the Employer under its standard personnel practices, including, but not
limited to, service in the United States Armed Forces on account of war or other
emergency, provided the Participant returns to employment with the Employer
prior to the expiration of such authorized absence or as provided by law.
2.08 "BREAK IN SERVICE" shall mean a twelve (12) consecutive calendar
month period commencing on the first day of the month following an Employee's
termination of employment during which such Employee does not perform an Hour of
Service for the Employer.
2.09 "CODE" shall mean the Internal Revenue Code of 1986, as amended.
2.10 "COMMITTEE" shall mean the committee established under Article
XII.
2.11 "COMMON STOCK" shall mean the common shares of Huntington
Bancshares Incorporated.
2.12 "COMPANY" shall mean Huntington Bancshares Incorporated, a
Maryland Corporation.
2.13 "COMPANY STOCK FUND" shall mean the account described in Section
11.05.
2.14 "COMPENSATION" for purposes other than Section 4.03, Article VI
and Article XIV, shall mean with respect to each Employee of the Employer, an
Employee's actual base compensation, excluding bonuses, commissions, overtime,
and severance payments, but shall include sick pay, payments under the
Huntington's short-term disability plan, and payments pursuant to the Huntington
Bancshares Transition Pay Plan. Compensation shall be determined prior to any
reduction pursuant to a cash or deferred arrangement as defined in Section
402(e)(3) or pursuant to a cafeteria plan as described in Section 125 of the
Code.
The measuring period for determining Compensation shall be the Plan Year.
In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provisions of the Plan to the contrary, 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
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in accordance with Section 401(a)(17)(B) of the Internal Revenue Code. The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which Compensation is determined (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.
2.15 "COMPENSATION", solely for purposes of Section 4.03, shall mean
with respect to each Participant, Section 415 safe-harbor compensation,
including wages, salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in cash) for
personal services actually rendered in the course of employment with an Employer
participating in the Plan to the extent that the amounts are includible in gross
income (including, but not limited to, commissions paid to sales persons,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips, bonuses, fringe benefits, reimbursements, and
expense allowances), and excluding the following:
(i) Employer contributions to a plan of deferred compensation which are not
includible in the Participant's gross income for the taxable year in which
contributed, or Employer contributions under a simplified employee pension to
the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;
(ii) amounts realized from the exercise of a non-qualified stock option, or
when restricted stock (or property) held by the Employee either becomes freely
transferable or is no longer subject to a substantial risk of forfeiture;
(iii) amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and
(iv) other amounts which received special tax benefits, or contributions made
by an Employer (whether or not under a salary reduction arrangement) towards the
purchase of an annuity described in Section 403(b) of the Code (whether or not
the amounts are actually excludable from the gross income of the Employee).
Notwithstanding the above, effective January 1, 1998, Compensation shall include
(i) any Elective Deferrals as defined in 402(g)(3) of the Code, and (ii) any
amount which is contributed or deferred by the Employer at the election of the
Employee and which is not includible in the gross income of the Employee by
reason of Code Section 125 or Code Section 457.
The measuring period for determining Compensation shall be the Limitation Year.
Compensation for a Limitation Year is the Compensation actually paid or
includible in gross income during such Limitation Year.
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
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adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which Compensation is determined (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.
2.16 "COMPENSATION", solely for purposes of Article XIV shall mean
Compensation as defined in Section 415(c)(3) of the Code. The determination
will be made without regard to Code Sections 125, 402(e)(3) and 402(h)(1)(B) and
in the case of Employer contributions made pursuant to a salary reduction
agreement, without regard to Section 402(b) of the Code. For Plan Years
beginning after December 31, 1997, the term Compensation for purposes of Article
XIV shall mean compensation within the meaning of Section 415(c)(3) of the Code.
The annual Compensation of each Employee taken into account under this Article
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 Section 401(a)(17)(B) of the Code. The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which Compensation is determined (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.
2.17 "CONTRIBUTION AGREEMENT" shall mean an agreement by a Participant
by which he authorizes the Employer to deduct and withhold from such
Participant's Compensation a specified amount and to contribute such amount to
the Plan pursuant to the provisions of Section 5.02.
2.18 "CONTRIBUTION PERCENTAGE" shall mean the ratio (expressed as a
percentage) of the Participant's Contribution Percentage Amounts to the
Participant's compensation for the Plan Year.
2.19 "CONTRIBUTION PERCENTAGE AMOUNTS" shall mean the sum of the
Matching Contributions, and Qualified Matching Employer contributions (to the
extent not taken into account for purposes of the ADP test) made under the Plan
on behalf of the Participant for the Plan Year. Such Contribution Percentage
Amounts shall include forfeitures of Excess Aggregate Contributions or Matching
Contributions allocated to the Participant's Account which shall be taken into
account in the year in which such forfeiture is allocated. The Employer may
elect to use Elective Deferrals in the Contribution Percentage Amounts so long
as the ADP test is met before the Elective Deferrals are used in the ACP test
and continues to be met following the exclusion of those Elective Deferrals that
are used to meet the ACP test.
2.20 "DETERMINATION YEAR" shall mean the current Plan Year.
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2.21 "DISABILITY" shall mean the inability to engage in any
substantial gainful activity because of a medically determinable physical or
mental impairment expected to result in death or which has lasted, or can be
expected to last, for a continuous period such that a Participant is disabled,
as defined under the Huntington Long Term Disability Plan. Disability shall be
determined by the Named Fiduciary in accordance with uniform principles
consistently applied, upon the basis of such information as the Named Fiduciary
deems necessary or desirable.
2.22 "EFFECTIVE DATE" shall mean April 1, 1998, except as otherwise
stated throughout the Plan.
2.23 "ELECTIVE DEFERRALS" shall mean the Employer contributions made
at the election of the Participant, in lieu of cash compensation under Section
5.02. With respect to any taxable year, a Participant's Elective Deferral is
the sum of all Employer contributions made on behalf of such Participant
pursuant to an election to defer under any qualified cash or deferred
arrangement as described in Section 401(k) of the Code, any simplified employee
pension, cash or deferred arrangement as described in Section 402(h)(1)(B) of
the Code, any eligible deferred compensation plan under Section 457 of the Code,
any plan as described under Section 501(c)(18) of the Code, and any Employer
contributions made on the behalf of a Participant for the purchase of an annuity
contract under Section 403(b) of the Code pursuant to a salary reduction
agreement.
2.24 "ELECTIVE DEFERRAL ACCOUNT" shall mean an account established for
a Participant for the purpose of receiving contributions made to the Plan by the
Employer on behalf of the Participant pursuant to Section 5.02.
2.25 "EMPLOYEE" shall mean any person employed by the Employer or any
other employer required to be aggregated with such Employer under Sections
414(b), (c), (m) or (o) of the Code.
The term Employee shall include any Leased Employee deemed to be an Employee as
provided in Sections 414(n) or (o) of the Code of any Employer described in the
preceding paragraph. Provided, however, a Leased Employee shall not be
considered an Employee unless such participation is required to meet the minimum
coverage requirements under Section 410(b) of the Code.
The term Employee excludes any independent contractor or any individual
classified by an Employer as an independent contractor. Persons classified as
independent contractors shall be excluded at all times, even if such individuals
are thereafter deemed to be employees. In addition the term Employee excludes
any person who is a member of a union with which the Employer has a collective
bargaining agreement directly or through an employer's association in which
retirement benefits have been the subject of good faith bargaining between the
Employer and its employees who are covered by the collective bargaining
contract.
2.26 "EMPLOYEE AFTER-TAX CONTRIBUTION" shall mean a contribution, if
any, made by or on behalf of a Participant on an after-tax basis pursuant to
Section 5.01.
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2.27 "EMPLOYER" shall mean the Company and the employer banks or
corporations, and any other bank or corporation that requests, with the consent
of the Board of Directors of Huntington Bancshares Incorporated, to become a
participating Employer and which are listed on Schedule B, as amended from time
to time. When the context so requires, the term Employer shall be limited to
the Company.
2.28 "ENTRY DATE"and "INITIAL ENTRY DATE" shall mean the following:
"Initial Entry Date" shall mean the first day of the first month coinciding with
or next following the date on which an Employee meets the eligibility
requirements of Section 3.01. "Entry Date" shall mean the first day of any
month and shall be the date on which an Employee may again participate in the
Plan following suspension of participation for any reason.
2.29 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
2.30 "EXCESS AGGREGATE CONTRIBUTION," shall mean, with respect to any
Plan Year, the excess of:
(a) The aggregate Contribution Percentage Amounts taken into account in
computing the numerator of the Contribution Percentage actually made on behalf
of a Highly Compensated Employee for such Plan Year, over
(b) The maximum Contribution Percentage Amounts permitted by the ACP test
(determined by reducing contributions made on behalf of Highly Compensated
Employees in order of their Matching Contribution amount beginning with the
highest dollar amount of such Matching Contribution).
Such determination shall be made after first determining Excess Elective
Deferrals pursuant to Section 5.03 and then determining Excess Contributions
pursuant to Section 6.01.
2.31 "EXCESS CONTRIBUTIONS," shall mean, with respect to any Plan
Year, the excess of:
(a) The aggregate amount of Employer contributions actually taken into
account in computing the ADP of Highly Compensated Employees for such Plan Year,
over
(b) The maximum amount of such contributions permitted by the ADP test
(determined by reducing contributions made on behalf of Highly Compensated
Employees in order of the Elective Deferral Contribution beginning with the
highest dollar amount of such Elective Deferral Contributions.
2.32 "EXCESS ELECTIVE DEFERRALS" shall mean those Elective Deferrals
that are includible in a Participant's gross income under Section 402(g) of the
Code to the extent such Participant's Elective Deferrals for a taxable year
exceed the dollar limitation under such Section of the Code. Excess Elective
Deferrals shall be treated as Annual Additions under the Plan.
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2.33 "HC GROUP" shall mean those Employees or Participants who meet
the definition of a Highly Compensated Employee, as defined in Section 414(q) of
the Code and Section 2.34 of this Plan document.
2.34 "HIGHLY COMPENSATED EMPLOYEE" shall include Highly Compensated
active Employees and Highly Compensated former Employees.
The effective date of this Section is as follows: All Plan Years beginning
after December 31, 1996, except that, in determining whether an Employee is a
Highly Compensated Employee in 1997, the amendments are treated as having been
in effect in 1996.
A Highly Compensated active Employee means any Employee who - (A) was a
5-percent owner (as defined in Section 416(i)(1) of the Code) of the Employer at
any time during the current or the preceding year, or (B) for the preceding year
- - (i) had Compensation from the Employer in excess of $80,000 (as adjusted by
the Secretary pursuant to Section 415(d) of the Code, except that the base
period shall be the calendar quarter ending September 30, 1996), and (ii) if the
Employer elects the application of this clause for such preceding year, was in
the top-paid group of Employees for such preceding year.
For this purpose, an Employee is in the top-paid group of Employees for any year
if such Employee is in the group consisting of the top 20 percent of the
Employees when ranked on the basis of Compensation paid during such year.
A former Employee shall be treated as a Highly Compensated Employee if: (A)
such Employee was a Highly Compensated Employee when such Employee separated
from service, or (b) such Employee was a Highly Compensated Employee at any time
after attaining age 55.
The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group,
will be made in accordance with Section 414(q) of the Code and the regulations
hereunder.
2.35 "HOUR OF SERVICE" shall mean:
(a) Each hour for which an Employee is paid, or shares in income, or is
entitled to payment or to share in income, for the performance of duties or
services for the Employer. These hours shall be credited to the Employee for
the computation period or periods in which the duties are performed; and
(b) Each hour for which an Employee is paid, or entitled to payment, by the
Employer on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including Disability), layoff, jury
duty, military duty or leave of absence. No more than 501 hours of service
shall be credited under this paragraph for any single continuous period (whether
or not such period occurs in a single computation period). Hours under this
paragraph shall be calculated and credited
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pursuant to Section 2530.200b-2 of the Department of Labor Regulations which are
incorporated herein by this reference; and
(c) Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to in writing by the Employer. The same hours of
service shall not be credited both under paragraph (a) or paragraph (b) above,
as the case may be, and under this paragraph (c). These hours shall be credited
to the Employee for the Computation Period or periods to which the award or
agreement pertains rather than the computation period in which the award,
agreement or payment is made.
(d) Solely for purposes of determining whether a Break in Service for
participation purposes has occurred, an Employee who is on a maternity or
paternity leave of absence shall be given credit for each hour which otherwise
would have been credited to such Employee but for such absence. In the event it
cannot be determined how many hours would have been credited to such Employee,
credit shall be given for eight (8) hours of service per normal workday of
absence. No more than 501 Hours of Service shall be credited under this
paragraph by reason of any such maternity or paternity leave of absence. The
hours credited under this paragraph shall be treated as Hours of Service only in
the year that the absence from work begins if such treatment would prevent a
Participant from incurring a Break in Service in that year. In any other case,
hours credited under this paragraph shall be treated as Hours of Service in the
year following the year in which the absence from work begins. "maternity or
paternity leave of absence" shall mean absence from work for any period by
reason of the pregnancy of the Employee, the birth of a child of the Employee,
the placement of a child with the Employee in connection with the adoption of
such child by the Employee, or absence for the purpose of caring for a child
during the period immediately following such birth or placement.
Hours of service will be credited for employment with other members of an
affiliated service group (under Section 414(m) of the Code), a controlled group
of corporations (under Section 414(b) of the Code), or a group of trades or
businesses under common control (under Section 414(c) of the Code) of which the
adopting Employer is a member, and any other entity required to be aggregated
with the Employer pursuant to Section 414(o) of the Code and the Regulations
thereunder.
Hours of service will also be credited for any individual considered an Employee
for purposes of this Plan under Code Section 414(n) or Code Section 414(o) and
the regulations thereunder.
Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with Section 414(u) of the Code.
2.36 "LEASED EMPLOYEE" shall mean any person (other than an employee
of the recipient) who pursuant to an agreement between the recipient Employer
and any other person ("leasing organization") has performed services for the
recipient Employer (or for the recipient Employer and related persons determined
in accordance with Section 414(n)(6) of the Code)) on a substantially full time
basis for a period of at least one year, and such services are of a type
historically performed by employees in the business field of the recipient
Employer. Effective for Plan Years beginning after
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December 31, 1996, the last requirement described in the preceding sentence
shall be if such services are under the primary direction or control of the
Employer. Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient Employer.
A Leased Employee shall not be considered an Employee of the recipient Employer
if the conditions of (a) and (b) are satisfied.
(a) Such employee is covered by a money purchase pension plan maintained by
the leasing organization and which provides:
(i) A nonintegrated employer contribution rate of at least 10 percent (10%)
of compensation, as defined in Section 415(c)(3) of the Code, but including
amounts contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Section 125, Section
402(e)(3), Section 402(h) or Section 403(b) of the Code;
(ii) Immediate participation; and
(iii) Full and immediate vesting.
(b) Leased Employees do not constitute more than 20 percent (20%) of the
recipient Employers nonhighly compensated workforce.
2.37 "LIMITATION YEAR" shall mean the Plan Year.
2.38 "LOOK-BACK YEAR" shall mean the twelve (12) consecutive month
period immediately preceding the Determination Year.
2.39 "MATCHING CONTRIBUTION" shall mean an Employer contribution made
to this Plan on behalf of a Participant on account of a Participant's Elective
Deferrals under Section 5.02.
2.40 "MATCHING CONTRIBUTION ACCOUNT" shall mean an account established
for a Participant for the purpose of receiving Matching Contributions made by
the Employer to the Plan pursuant to Section 4.02.
2.41 "MAXIMUM PERMISSIBLE AMOUNT" shall mean for the Limitation Year
with respect to any Participant the lesser of twenty-five percent (25%) of the
Participant's Compensation for the Limitation Year or $30,000 (or, if greater,
one-fourth of the defined benefit dollar limitation set forth in Section
415(b)(1) of the Code as in effect for the Limitation Year). If there is a
short Limitation Year because of a change in the Limitation Year, the
Administrator will multiply the $30,000 limitation (or larger limitation) by the
following fraction: number of months in the short Limitation Year divided by
twelve (12).
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2.42 "NHC GROUP" shall mean those Employees or Participants who are
not Highly Compensated Employees.
2.43 "NAMED FIDUCIARY" shall mean the Company.
2.44 "NONHIGHLY COMPENSATED EMPLOYEE" shall mean an Employee of the
Employer and/or a Participant who is not a Highly Compensated Employee.
2.45 "NORMAL RETIREMENT AGE" shall mean the date on which a
Participant or a former Participant attains age 65.
2.46 "PARTICIPANT" shall mean an Employee who has commenced
participation in the Plan after having met the eligibility requirements of
Article III. Where the context requires, Participant shall include a former or
suspended Participant.
2.47 "PLAN" shall mean the Huntington Investment and Tax Savings Plan,
as set forth herein or as hereafter amended.
2.48 "PRIOR PLAN" shall mean a plan that merges with this Plan.
Special provisions with respect to merged plans are set forth at Schedule A.
2.49 "PLAN YEAR" shall mean the calendar year.
2.50 "PROJECTED ANNUAL BENEFIT" shall mean a Participant's annual
benefit under any defined benefit plans of the Employer that are provided by
Employer contributions, based on the assumptions that the Participant will
continue employment until his Normal Retirement Age, that his actual
compensation will continue at the same rate as in effect for the Limitation Year
under consideration until his Normal Retirement Age and that all other relevant
factors used to determine benefits under the Plan will remain constant as of the
current Limitation Year for all future Limitation Years.
2.51 "QUALIFIED DOMESTIC RELATIONS ORDER" shall mean a domestic
relations order as defined in Section 414(p) of the Code and Section
206(d)(3)(B) of ERISA.
2.52 "QUALIFIED EMPLOYER CONTRIBUTION" shall mean contributions made
by the Employer and elected under Section 6.01 to be treated as Qualified
Employer Contributions.
2.53 "QUALIFIED EMPLOYER CONTRIBUTION ACCOUNT" shall mean an account
established for a Participant for the purpose of receiving Qualified Employer
Contributions made by the Employer to the Plan pursuant to Section 6.01.
2.54 "REQUIRED BEGINNING DATE" shall mean April 1 following the close
of the calendar year in which the Participant or former Participant attains age
70-1/2.
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2.55 "ROLLOVER ACCOUNT" shall mean an account established for an
Employee for the purposes of receiving a rollover contribution made to the Plan
in accordance with the terms of Section 15.01 or an account established for the
purpose of receiving a trustee to trustee transfer made in accordance with the
terms of Section 15.02.
2.56 "SERVICE AND CREDITED SERVICE" Service shall mean the period of
Participant's employment considered for determining eligibility or vesting (the
Plan does not have a vesting schedule). Credited Service shall mean the period
of Participant's employment considered for Elective Deferrals or Matching
Contributions.
2.57 "SPOUSE" shall mean the spouse or surviving spouse of the
Participant, provided that a former spouse, to the extent provided under a
Qualified Domestic Relations Order as described in Section 414(p) of the Code,
will be treated as the spouse or surviving spouse.
2.58 "STOCK RIGHTS" shall mean any options, rights, warrants or other
interests in common stock which are granted issued or exchanged with respect to
Common Stock pursuant to action taken by the Board of Directors of the Company.
2.59 "TRUST" or "TRUST FUND" shall mean the assets of the Plan and
Trust as shall exist from time to time.
2.60 "TRUSTEE" shall mean The Huntington National Bank or any
successor hereunder.
2.61 "VALUATION DATE" shall mean each business day of the Plan Year
that the New York Stock Exchange is open for trading or such other date or dates
deemed necessary or appropriate by the Administrator.
2.62 "YEAR OF SERVICE" shall mean a period of twelve (12) months
commencing on the date an Employee first performs an Hour of Service, or any
anniversary thereof, during which the Employee performs at least one (1) Hour of
Service in at least sixty (60) separate days.
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ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 ELIGIBILITY REQUIREMENTS.
An Employee, other than those Employees excluded under the provisions of this
Section and Section 2.25 herein, shall become eligible to participate in the
Plan on the Initial Entry Date; provided the Employee is employed on such Date,
following the date on which the Employee attains age 21 and completes six (6)
consecutive months of employment commencing on the date such Employee first
performs an Hour of Service. Ineligible Employees may participate in the Plan
only if their participation is required to meet the minimum coverage
requirements under Section 410(b) of the Code. An Employee otherwise eligible,
who is in an ineligible class of Employees, shall be eligible to participate in
the Plan on the next Initial Entry Date after becoming a member of an eligible
class.
If an Employer shall acquire employees pursuant to a corporate merger, or the
purchase of assets of another company as a going concern or otherwise, the
Company may, by action of its Board of Directors, exclude from participation all
or part of such employees by designating groups of employees such as employees
of an acquired corporation, employees of a division, business unit, branch,
facility or location as ineligible Employees. The Administrative Committee
shall maintain a record of the groups of employees excluded at Schedule B.
3.02 APPLICATION FOR PARTICIPATION.
Participation in the Plan is voluntary and may be commenced or recommenced by an
Employee who has met the eligibility requirements of Section 3.01 as of any
Initial Entry Date or Entry Date.
To participate, an eligible Employee must make an enrollment election on a
Contribution Agreement form, at the time, and in the manner as prescribed by the
Committee. A Contribution Agreement must be received prior to the Initial Entry
Date or Entry Date on which the Employee desires to begin participation in the
Plan.
3.03 REEMPLOYMENT PRIOR TO BREAK IN SERVICE (ELIGIBILITY).
If an Employee who has met the eligibility requirements of Section 3.01
terminates employment and subsequently resumes employment prior to incurring a
Break in Service, the rehired Employee shall continue to be eligible to
participate in the Plan as of the next following Entry Date. If an Employee who
has not met the eligibility requirements of Section 3.01 terminates employment
and subsequently resumes employment prior to incurring a Break in Service, the
rehired Employee shall be eligible to participate in the Plan on the Initial
Entry Date, if employed on that date, coincident with or immediately following
the date, on which such Employee meets the eligibility requirements of Sections
3.01 and 3.02 hereof, provided, however, the completion of six (6) months of
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employment within any Year of Service will be treated as six (6) consecutive
months of employment for the purpose of satisfying the eligibility requirements
of Section 3.01.
3.04 REEMPLOYMENT AFTER BREAK IN SERVICE.
If an Employee who has met the eligibility requirements of Section 3.01
terminates his employment and is reemployed after incurring a Break in Service,
the rehired Employee shall again become eligible to participate in the Plan as
of the Entry Date immediately following the date on which he again satisfies the
eligibility requirements of Sections 3.01 and 3.02 hereof.
3.05 MONTH OF EMPLOYMENT.
For purposes of this Article III, "month of employment" means a full calendar
month in which an Employee completes an Hour of Service.
3.06 PREDECESSOR EMPLOYER.
If an Employer shall acquire persons in its employ incident to a corporate
merger, or the purchase of assets of another company as a going concern or
otherwise; and if such employees become Eligible Employees hereunder by
resolution of the Board of Directors of the Company and the Employer, if
necessary, the employees period of employment with their "predecessor" employer
shall be considered as employment for purposes of determining Service; or
Credited Service hereunder to the extent required by law unless the Boards
provide otherwise. Such other provisions are noted on Schedule B. Necessary
supplemental data with respect to noted provisions will be maintained as a part
of the Plan records.
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ARTICLE IV
EMPLOYER CONTRIBUTIONS
4.01 EMPLOYER CONTRIBUTIONS.
The Employer shall not be required to make contributions to the Plan except for
Elective Deferrals made on behalf of Participants, as described in Section 5.02,
Matching Contributions as described in Section 4.02, or as required in the event
the Plan is Top-Heavy pursuant to the provisions of Article XIV, or as provided
for in Article VI.
4.02 MATCHING CONTRIBUTIONS FOR ELECTIVE DEFERRALS.
The Employer shall make Matching Contributions to the Plan equal to one hundred
percent (100%) of the Elective Deferrals made by a Participant pursuant to
Section 5.02. Provided, however, such Matching Contribution shall not be made
on Elective Deferrals which exceed three percent (3%) of the Participant's
Compensation.
The Employer shall make additional Matching Contributions to the Plan equal to
fifty percent (50%) of the Elective Deferrals made by a Participant pursuant to
Section 5.02 to the extent that such Elective Deferrals exceed three percent
(3%) but do not exceed five percent (5%) of the Participant's Compensation.
Such Matching Contributions shall be fully vested and nonforfeitable at all
times.
Matching Contributions may be made by the Employer concurrently with payments to
the Trustee of the Elective Deferrals required under Section 5.02, provided,
however, such Matching Contributions shall be made no later than the time
prescribed by law for filing the Employer's Federal income tax return (including
extensions) for the taxable year with respect to which the Matching
Contributions are made. Matching Contributions may be made in the form of cash
or Company Stock, or a combination thereof.
4.03 LIMITATIONS ON ALLOCATIONS
(a) GENERAL LIMITATION. Notwithstanding any other provisions of this Plan,
the aggregate Annual Addition to a Participant's Account under this Plan and all
other defined contribution plans (as defined in Section 414(i) of the Code) of
the Employer covering such Participant shall not exceed the Maximum Permissible
Amount.
(b) DISPOSITION OF EXCESS AMOUNT. The Employer shall not contribute an
amount to the Plan which would cause the Annual Addition to any Participant's
Account to exceed the Maximum Permissible Amount. Excess Amount, for purposes
of this section shall mean the excess of the Participant's Annual Additions for
the Limitation Year over the Maximum Permissible Amount.
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However, if the Annual Addition to any Participant's Account exceeds the Maximum
Permissible Amount due to forfeitures or a reasonable error in estimating
Compensation, any contributions made by the Participant for the Plan Year, to
the extent of the excess, shall be returned to the Participant. If, after
returning such contributions to the Participant, an excess still exists, such
excess shall be reallocated to all other eligible Participants in the same
manner that the initial allocation of the Employer contribution was made. If an
excess cannot be reallocated to any Participant's Account without exceeding the
Maximum Permissible Amount, any amount that remains unallocated shall be held in
a holding account and administered as described in this Section 4.03.
The amount in such holding account shall be reallocated as an Employer
contribution to the Accounts of Participants in the next Limitation Year and, if
necessary, in succeeding Limitation Years. No profits or losses attributable to
the assets of the Trust shall be allocated to such holding account. The
Employer shall not make any contributions to the Plan and the Plan shall not
accept any Participant contributions that would constitute Annual Additions
until all amounts held in such holding account are allocated to Participants'
Accounts in succeeding Limitation Years. Notwithstanding the foregoing, the
otherwise permissible Annual Addition for any Participant under this Plan may be
further reduced to the extent necessary, as determined by the Administrator, to
prevent disqualification of the Plan under Section 415 of the Code, which
imposes additional limitations on the benefits payable to Participants who also
may be participating in another tax qualified pension, profit sharing, savings
or stock bonus plan of the Employer. The Administrator shall advise affected
Participants of any such additional limitation on their Annual Additions.
(c) MORE THAN ONE DEFINED CONTRIBUTION PLAN.
This Section applies if, in addition to this Plan, the Participant is covered
under another qualified defined contribution plan maintained by the Employer, a
welfare benefit fund, as defined in Section 419(e) of the Code maintained by the
Employer, or an individual medical account, as defined in Section 415(1)(2) of
the Code, maintained by the Employer, which provides an Annual Addition during
any Limitation Year. If the Annual Additions with respect to the Participant
under other defined contribution plans and welfare benefit funds maintained by
the Employer are less than the Maximum Permissible Amount and the Employer
contribution that would otherwise be contributed or allocated to the
Participant's Account under this Plan would cause the Annual Additions for the
Limitation Year to exceed this limitation, the amount contributed or allocated
will be reduced so that the Annual Additions under all such plans and funds for
the Limitation Year will equal the Maximum Permissible Amount. If the Annual
Additions with respect to the Participant under such other defined contribution
plans and welfare benefit funds in the aggregate are equal to or greater than
the Maximum Permissible Amount, no amount will be contributed or allocated to
the Participant's Account under this Plan for the Limitation Year. If as a
result of the allocation, a Participant's Annual Additions under this Plan and
such other plans would result in an excess amount for a Limitation Year, the
excess amount will be deemed to consist of the Annual Additions last allocated,
except that Annual Additions attributable to a welfare benefit fund or
individual medical account will be deemed to have been allocated first
regardless of the actual allocation date. If an Excess Amount was allocated to
a Participant on an allocation date of this Plan, which coincides
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with an allocation date of another plan, the Excess Amount will be attributed as
of such date to this Plan.
(d) DEFINED BENEFIT/DEFINED CONTRIBUTION LIMITATION.
Effective for Plan years prior to the Plan year beginning January 1, 2000, the
contributions to this Plan for any Participant who is also a member of the
Huntington Bancshares Retirement Plan (or any other defined benefit plan of the
Employer) shall be limited to the extent necessary to prevent the sum of
Fractions A and B below, computed as of the end of the Plan Year, from exceeding
1.0. In the event the sum of the Fractions exceeds 1.0, a Participant's benefit
under the Huntington Bancshares Retirement Plan (or any other defined benefit
plan of the Employer) will be reduced to the extent necessary to prevent the sum
of the Fractions from exceeding 1.0.
Fraction A PROJECTED ANNUAL BENEFIT FROM RETIREMENT PLAN over the lesser of:
(a) the maximum dollar limit for such year times 1.25; or
(b) the percentage of total Compensation limit for such year times 1.4.
Fraction B SUM OF ALL ANNUAL ADDITIONS FOR PARTICIPANT UNDER THIS PLAN over
the sum for all years of an Employee's service of the lesser for
each such year:
(a) the maximum dollar limit for each such year times 1.25; or
(b) the amount determined under the percentage of total Compensation limit
for such year times 1.4.
"COMPENSATION", solely for purposes of this Section 4.03 shall mean Compensation
as defined in Section 2.15.
4.04 RETURN OF CONTRIBUTIONS.
All contributions made by the Employer are made for the exclusive benefit of the
Participants and their beneficiaries. Notwithstanding the foregoing, amounts
contributed to the Trust by the Employer pursuant to this Article IV shall be
returned to the Employer under the circumstances and subject to the limitations
set forth herein:
(a) DISALLOWANCE OF DEDUCTION. To the extent that a Federal income tax
deduction is disallowed for any contribution made by the Employer, the Trustee
shall refund to the Employer the amount of such contribution disallowed within
one (1) year of the date of such disallowance upon presentation of evidence of
disallowance.
(b) MISTAKE OF FACT. Any contribution made by the Employer because of a
mistake shall be returned to the Employer within one (1) year of the
contribution.
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ARTICLE V
PARTICIPANT CONTRIBUTIONS
5.01 EMPLOYEE AFTER-TAX CONTRIBUTIONS.
Employee After-Tax Contributions to the Plan are not permitted effective April
1, 1998. An Employee After-Tax Contribution Account, however, will be
maintained for Employee After-Tax Contributions (matched and non-matched) made
to the Plan prior to April 1, 1998.
5.02 ELECTIVE DEFERRAL CONTRIBUTIONS.
(a) AMOUNT. Each Participant may, but shall not be required to, authorize
the Employer to deduct and withhold from such Participant's Compensation an
amount, in any integral percentage, not to exceed fifteen (15) percent (15%) of
such Employee's Compensation and to contribute such amount to the Trust Fund on
a before-tax basis, subject to the limitation of Section 5.03. Such Elective
Deferral Contribution shall be held in the Participant's Elective Deferral
Account and shall be fully vested and non-forfeitable at all times.
In no event, however, will a Participant be permitted to make a contribution for
any year to the extent that the portion of his contribution which counts (for
ceiling purposes) as an Annual Addition to all of his accounts in all individual
account plans with the Employer, when added to the Employer contributions,
Matching Contributions, and forfeitures credited to his Account, causes the
Annual Additions to his Account to exceed the Maximum Permissible Amount.
(b) DEPOSITS. Amounts withheld shall be contributed to the Trustee within a
reasonable period of time after the amount was withheld.
(c) CONTRIBUTION AGREEMENT. An initial Contribution Agreement shall be
effective as soon as practicable after the date the Employee is first eligible
to participate.
(i) A Contribution Agreement may be modified at any time during each
calendar month, provided that modifications received by the Administrator on or
before the last day of each calendar month shall be effective on the first day
of the month next following the date the modification is filed. Where the
Administrator has received more than one such modification, the modification
received last will be the one followed by the Administrator.
(ii) A Participant may suspend his contributions to the Plan at any time. A
Participant who has suspended his Elective Contributions shall be entitled to
recommence his Elective Contributions as of the first day of any subsequent
month and in accordance with subparagraph (i) above. A Participant who wishes
to suspend his Elective Contributions must make an election of such suspension
with the Committee prior to the first pay period with respect to which such
suspension is to be effective.
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(iii) The Employer may amend or terminate any Contribution Agreement on
written notice to the Participant.
(d) TAX TREATMENT. In accordance with Section 401(k) of the Code, all
amounts withheld from a Participant's Compensation and contributed to such
Participant's Elective Deferral Account shall not be included in the gross
income of the Participant for Federal income tax purposes and shall be deemed
for tax purposes to be an Employer contribution to the Plan.
5.03 ANNUAL ELECTIVE DEFERRAL LIMITATION.
In no event may the sum of the Employee Elective Deferrals withheld under the
Contribution Agreement plus any supplemental withholding on behalf of any
Participant to the Plan (or to any other plan maintained by the Employer) exceed
the dollar limitation contained in Section 402(g) of the Code ("Section 402(g)
Limit") for any taxable year of the Participant. If the Employer determines
that the Elective Deferrals of any Employee for a calendar year would exceed the
Section 402(g) Limit for the calendar year, the Employer shall not make any
additional Elective Deferrals with respect to that Employee for the remainder of
such calendar year, shall pay in cash to the Employee any amounts which would
cause the Elective Deferrals to exceed the Section 402(g) Limit, and the Trustee
shall distribute the amount in excess of the Section 402(g) Limit (the "Excess
Elective Deferrals"), as adjusted for allocable income or loss, no later than
April 15 of the following year. The Employer or the Trustee shall determine the
amount of income or loss allocable to the Employee's Excess Elective Deferrals.
The Committee may use any reasonable method for computing the income allocable
to Excess Elective Deferrals, provided that the method does not violate Section
401(a)(4) of the Code, is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year, and is used by the
Plan for allocating income to Participants Accounts, provided, however, that no
income or loss attributable to such excess for the period from the end of the
Plan Year to the date of return need be calculated for a distribution
adjustment. If the Trustee distributes the Excess Elective Deferrals by the
appropriate April 15, it may make the distribution irrespective of any other
provision under this Plan or the Code.
If an Employee participates in another plan under which he makes elective
deferrals pursuant to Section 401(k) of the Code, elective deferrals under a
simplified employee pension, or salary reduction contributions to a tax
sheltered annuity, irrespective of whether the Employee maintains the other
plan, the Employee may assign to this Plan any Excess Elective Deferrals made
during a taxable year of the Participant by providing the Employer a written
claim for excess deferrals made for a calendar year. The eligible Employee must
submit the claim no later than the March 1 following the close of the
individual's taxable year and the claim shall specify the amount of the
Employee's Elective Deferrals under this Plan which are excess deferrals. If
the Employer receives a timely claim, it shall direct the Trustee to distribute
to the Employee the excess deferral, as adjusted for allocable income or loss,
which the Employee has assigned to this Plan in accordance with the distribution
procedure described in the immediately preceding paragraph.
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ARTICLE VI
PROVISIONS RELATING TO THE NONDISCRIMINATION
PROVISIONS OF CODE SECTIONS 401(k) AND 401(m)
6.01 SECTION 401(k) NONDISCRIMINATION PROVISIONS.
(a) It is intended that the Plan be qualified under Sections 401(a) and
401(k) of the Code. In order to effect this purpose of the Plan, the Committee
shall from time to time during each Plan Year compute the Actual Deferral
Percentage, as defined in Section 2.04, for all eligible Employees who are in
the HC Group and for all other eligible Employees in the NHC Group based upon
contributions to the Plan for the Plan Year to date. Based upon such
computations, the Committee shall determine whether the Plan can be expected to
satisfy the nondiscrimination requirements set forth in Section 6.01(b) below.
In the event that the Committee, in its sole discretion, determines that such
contributions will not, or do not, satisfy such requirements, the Committee
shall, in order to assure qualification of the Plan, take one or more of the
following actions:
(i) Refuse to accept on an equitable basis part or all of the Elective
Contributions from Participants included in the HC Group for part or all of the
remainder of the Plan Year. In taking such action, the Committee shall reduce
the Elective Contributions of Participants in the HC Group on an equitable basis
in an amount necessary to satisfy the nondiscrimination requirements.
(ii) The Committee also shall be authorized to refund or recharacterize as
Employee After-Tax Contributions (to the extent allowed by law) Elective
Contributions made by Participants in the HC Group in an amount which the
Committee deems necessary to satisfy the nondiscrimination requirements.
Recharacterized amounts will remain nonforfeitable and subject to the same
distribution requirements as Elective Contributions. Amounts may not be
recharacterized by a Highly Compensated Employee to the extent that such amount
in combination with other Employee After-Tax Contributions made by that
Employee, if any, would exceed any stated limit under the Plan on Employee
After-Tax Contributions.
Recharacterization must occur no later than two and one-half months after the
last day of the Plan Year in which such Excess Contributions arose and is deemed
to occur no earlier than the date the last Highly Compensated Employee is
informed in writing of the amount recharacteized and the consequences thereof.
Recharacterized amounts will be taxable to the Participant for the Participant's
tax year in which the Participant would have received them in cash.
(iii) Notwithstanding any other provision of the Plan, the amount of each
Participant's Excess Contributions, plus any income and minus any loss allocable
thereto, shall be distributed during the next Plan Year. However, the Employer
will incur an excise tax equal to ten percent (10%) of the amount of the Excess
Contributions for a Plan Year not distributed during the first two and one-half
months of that next Plan Year. Excess Contributions shall be treated as Annual
Additions under the Plan.
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The income or loss allocable to such Excess Contribution shall be determined by
the Trustee or the Committee using any reasonable method for computing the
income allocable to excess deferrals, provided that the method does not violate
Section 401(a)(4) of the Code, is used consistently for all Participants and for
all corrective distributions under the Plan for the Plan Year, and is used by
the Plan for allocating income to Participant's Accounts. Amounts distributed
under this section shall be made from the Participant's Elective Deferral
Account. In taking such action, the Committee shall refund contributions on an
equitable basis to all Participants in the HC Group who have made Elective
Deferrals in an amount necessary to satisfy the nondiscrimination requirements,
or if the Participant so elects, the Committee shall recharacterize, to the
extent allowable, such amounts as Employee After-Tax Contributions.
(iv) In lieu of distributing or recharacterizing Excess Contributions as
provided above, the Employer, in its discretion, may make Qualified Employer
Contributions on behalf of the NHC Group that are sufficient to satisfy either
of the Actual Deferral Percentage tests under Section 6.01(b) below.
Allocations of Qualified Employer Contributions to each Nonhighly Compensated
Employee's Account shall be made in the ratio in which each Nonhighly
Compensated Employee's Compensation bears to the total compensation of all
Nonhighly Compensated Employees.
(b) ACTUAL DEFERRAL PERCENTAGE TEST. The Actual Deferral Percentage for
Participants who are Highly Compensated Employees for each Plan Year and the
Actual Deferral Percentage for Participants who are Nonhighly Compensated
Employees for the same Plan Year must satisfy one of the following tests:
(i) The Actual Deferral Percentage for the HC Group for the Plan Year does
not exceed the Actual Deferral Percentage for the NHC Group for the same Plan
Year multiplied by 1.25; or
(ii) The Actual Deferral Percentage for the HC Group for the Plan Year does
not exceed the Actual Deferral Percentage for the NHC Group for the same Plan
Year multiplied by 2.0, provided that the Actual Deferral Percentage for the HC
Group does not exceed the Actual Deferral Percentage for the NHC Group by more
than two (2) percentage points.
(c) SPECIAL DEFINITIONS AND ADDITIONAL REQUIREMENTS.
(i) The term "ACTUAL DEFERRAL PERCENTAGE" or "ADP" shall mean a percentage
which is calculated separately with respect to the HC Group and the NHC Group
for each Plan Year as set forth in Section 2.04.
The arithmetic average of all of the percentages determined under Section 2.04
for each Employee in the respective group shall be the Actual Deferral
Percentage for the group.
When performing the "ADP" test the Committee must use a definition of
compensation that satisfies Section 414(s) of the Code.
(ii) The term "EXCESS CONTRIBUTION" shall have the meaning, set forth in
Section 2.31.
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(iii) The ADP for any Participant in the HC Group for the Plan Year who is
eligible to have Elective Deferrals (and Qualified Employer Contributions
treated as Elective Deferral Contributions for purposes of the ADP test)
allocated to his accounts under two or more arrangements described in Section
401(k) of the Code, that are maintained by the Employer, shall be determined as
if such Elective Deferrals (and, if applicable, such Qualified Employer
Contributions) were made under a single arrangement. If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that have
different Plan Years, all cash or deferred arrangements ending with or within
the same calendar year shall be treated as a single arrangement.
(iv) In the event that this Plan satisfies the requirements of Sections
401(k), 401(a)(4), or 410(b) of the Code only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
Sections of the Code only if aggregated with this Plan, then this section shall
be applied by determining the ADP of Participants as if all such plans were a
single plan. Plans may be aggregated in order to satisfy Section 401(k) of the
Code only if they have the same Plan Year.
(v) The Employer elects to use current Plan Year data for the NHC Group and
HC Group to satisfy the nondiscrimination requirements of Code Section 401(k).
(vi) The determination and treatment of the ADP amounts of any Participant
shall satisfy such other requirements as may be prescribed by the Secretary of
the Treasury.
6.02 SECTION 401(m) NONDISCRIMINATION PROVISIONS.
(a) It is intended that the Plan be qualified under Section 401(a) and
401(m) of the Code. In order to effect this purpose of the Plan, the Committee
shall from time to time during each Plan Year compute the Actual Contribution
Percentage, as defined below, for all eligible Employees who are in the HC Group
and for all other eligible Employees in the Nonhighly Group based upon
contributions to the Plan for the Plan Year to date. Based on such
computations, the Committee shall determine whether the Plan can be expected to
satisfy the nondiscrimination requirements set forth in Section 6.02(b) below.
In the event that the Committee, in its sole discretion, determines that such
contributions will not, or do not, satisfy such requirement, the Committee
shall, in order to assure qualification of the Plan take one or more of the
following actions:
(i) The Committee shall be authorized to refund (to the extent allowed by
law) Matching Contributions made by Participants in the HC Group in an amount
which the Committee deems necessary to satisfy the nondiscrimination
requirements.
(ii) Notwithstanding any other provision of the Plan, the amount of each
Participant's Excess Aggregate Contributions plus any income and minus any loss
allocable thereto, shall be distributed during the next Plan Year. However, the
Employer will incur an excise tax equal to ten percent (10%) of the amount of
Excess Aggregate Contributions for a Plan Year in which Excess Aggregate
Contributions were not distributed during the first two and one-half months of
that next Plan Year. Excess Aggregate Contributions shall be treated as Annual
Additions under the Plan.
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The income or loss allocable to such Excess Aggregate Contributions shall be
determined by the Trustee or the Committee using any reasonable method for
computing the income allocable to Excess Aggregate Contributions, provided that
the method does not violate Section 401(a)(4) of the Code, is used consistently
for all Participants and for all corrective distributions under the Plan for the
Plan Year, and is used by the Plan for allocating income to Participant's
Accounts. Amounts distributed under this section shall be made from the
Participant's Matching Contribution Account. In taking such action, the
Committee shall refund contributions on an equitable basis to all Participants
in the HC Group in an amount necessary to satisfy the nondiscrimination
requirements.
(iii) In lieu of distributing excess Matching Contributions as provided above,
the Employer may make Qualified Employer Contributions on behalf of the NHC
Group that are sufficient to satisfy either of the Actual Contribution
Percentage tests under Section 6.02(b). For this part, Qualified Employer
Contributions shall have the meaning as set forth in Section 2.52. Allocations
of Qualified Employer Contributions to each Nonhighly Compensated Employee's
Account shall be made in the ratio in which each Nonhighly Compensated
Employee's Compensation bears to the total Compensation of all Nonhighly
Compensated Employees.
(b) ACTUAL CONTRIBUTION PERCENTAGE. The Actual Contribution Percentage for
Participants who are Highly Compensated Employees for each Plan Year and the
Actual Contribution for Participants who are Nonhighly Compensated Employees for
the same Plan Year must satisfy one of the following tests:
(i) The Actual Contribution Percentage for the HC Group for the Plan Year
shall not exceed the Actual Contribution Percentage for the NHC Group for the
same Plan Year multiplied by 1.25; or
(ii) The Actual Contribution Percentage for the HC Group for the Plan Year is
not more than the lesser of the Actual Contribution Percentage for the NHC Group
plus two percentage points, or the Actual Contribution Percentage for the NHC
Group for the same Plan Year multiplied by 2.0.
MULTIPLE USE. To prevent the multiple use of the alternative method described
in the foregoing paragraph (ii) and Code Section 401(m)(9)(A), any Highly
Compensated Employee eligible to make Elective Deferrals under this Plan or to
make elective deferrals pursuant to any other plan maintained by the Employer or
a related employer (within the meaning of sections 414(b), (c), (m) or (o) of
the Code) or to receive Matching Contributions under this Plan or to receive
matching contributions under any plan maintained by the Employer or a related
employer shall have his Actual Deferral Percentage or his Actual Contribution
Percentage reduced pursuant to Regulation Section 1.401(m)-2, (proposed or
final) Internal Revenue Code Notice 88-127 and Internal Revenue Procedure 89-65.
(c) SPECIAL DEFINITIONS AND ADDITIONAL REQUIREMENTS. For purposes of the
foregoing tests the following shall apply:
(i) The term "ACTUAL CONTRIBUTION PERCENTAGE" or "ACP" shall mean a
percentage which is calculated separately with respect to the HC Group and the
NHC Group for each Plan Year as is set forth in Section 2.18.
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The arithmetic average of all of the percentages determined under Section 2.18
for each Employee in the respective group shall be the Actual Contribution
Percentage for the group.
When performing the "ACP" test the Committee must use a definition of
compensation that satisfies Section 414(s) of the Code.
(ii) The term "EXCESS AGGREGATE CONTRIBUTIONS" shall have the meaning set
forth in Section 2.30.
(iii) For purposes of this section, the Contribution Percentage for any
Participant who is a Highly Compensated Employee and who is eligible to have
Contribution Percentage Amounts allocated to his or her account under two or
more plans described in Section 401(a) of the Code, or arrangements described in
Section 401(k) of the Code that are maintained by the Employer, shall be
determined as if the total of such Contribution Percentage Amounts was made
under each plan.
(iv) In the event that this Plan satisfies the requirements of Sections
401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
Sections of the Code only if aggregated with this Plan, then this section shall
be applied by determining the Contribution Percentage of Employees as if all
such plans were a single plan. Plans may be aggregated in order to satisfy
Section 401(m) of the Code only if they have the same Plan Year.
(v) The Employer elects to use current Plan Year data for the NHC Group and
the HC Group to satisfy the nondiscrimination requirement of Code Section
401(m).
(vi) The determination and treatment of the ACP amounts of any Participant
shall satisfy such other requirements as may be prescribed by the Secretary of
the Treasury.
6.03 ALTERNATIVE METHOD OF MEETING NONDISCRIMINATION REQUIREMENTS.
Effective January 1, 1999, the Plan will fulfill the nondiscrimination
requirements of Code Sections 401(k) and (m) by satisfying the safe harbor
requirements of Code Section 401(k)(12). Effective January 1, 1999, the
provisions of this Article VI inconsistent with safe harbor compliance pursuant
to Code Section 401(k)(12) are suspended. The Committee shall arrange for
notice to Employees and take such action as it considers appropriate to
implement Section 401(k)(12). In addition, amounts allocated to Participants
Matching Contribution Account for periods after April 1, 1998, will be subject
to the same withdrawal limitations as apply to Participants Elective Deferral
Accounts (Code Section 401(k)(2)(B)).
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ARTICLE VII
PARTICIPANT ACCOUNTS
7.01 ACCOUNTS.
The Administrator will establish and maintain (or cause the Trustee to establish
and maintain) for each Participant, such Accounts as are necessary to carry out
the purposes of this Plan.
7.02 VALUATION OF TRUST FUND.
The Trustee, as of the Valuation Date, shall determine the net worth of the
assets of the Trust Fund, and shall report such values to the Administrator in
writing. In determining such net worth, the Trustee shall value the assets of
the Trust Fund at their fair market values as of such Valuation Date, and shall
adjust the net worth of the assets for accrued expenses that are the Plan's
responsibility.
7.03 ADJUSTMENT OF ACCOUNTS.
As of each Valuation Date, each Account will be adjusted to reflect the fair
market value of the assets allocated to the Account. In so doing,
(a) each Account balance will be increased by the amount of contributions,
income and gain allocable to such Account since the prior Valuation Date; and
(b) each Account balance will be decreased by the amount of distributions
from the Account and expenses and losses allocable to the Account since the
prior Valuation Date.
7.04 PARTICIPANT INVESTMENT OF ACCOUNTS.
(a) ERISA SECTION 404(c).
Subject to the effective dates set forth in this Section 7.04, all Accounts
under the Plan shall be invested in one or more investment options made
available from time to time by the Committee for this purpose. Among the
options shall be the Company Stock Fund described at Section 11.05. The Plan is
intended to be an "ERISA Section 404(c) plan" within the meaning of regulations
issued pursuant to such section. Participants shall have the opportunity to
give investment instructions to the Administrator (with an opportunity to obtain
written confirmation of such instructions) as to the investment of contributions
made on his or her behalf among the investment options. The Administrator
shall be obligated to comply with such instructions except as otherwise provided
in the ERISA Section 404(c) regulations. The Administrator shall prescribe the
form and manner in which such directions shall be made, as well as the frequency
with which such directions may be made or changes, and the dates as of which
they shall be effective, in a manner consistent with the foregoing. In
addition, the Administrator may establish procedures to implement investment
direction by Participants and compliance with ERISA Section 404(c). The
Administrator shall be the fiduciary
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identified to furnish the information contemplated by ERISA Section 404(c), but
may designate on its behalf another person or entity to provide such information
or to perform any of the obligations of the Administrator under this Section
7.04. Notwithstanding the above, a Participant's right to direct the investment
of his Account may be suspended during administratively reasonable periods as
determined by the Committee.
(b) ADMINISTRATION.
Participants may give the Administrator investment instructions from time to
time on a daily basis (effective on days that the New York Stock Exchange is
open). Instructions shall be carried out as soon as administratively feasible.
Instructions may be made by direct written or telephonic communication between
the Participant and the Administrator or between the Administrator and persons
designated by the Administrator. Allocations among investment options must be
expressed in multiples of ten percent (10%).
If a Participant fails to direct the investment of this Account, or a portion
thereof, the Trustee, shall have the right to direct the investment of the
Account, or portion thereof, until such time as the Participant elects to direct
the investment of his Account, or portion thereof.
Reasonable charges and fees (including fees described at Section 11.12) which
are related to an individual Participant's investment activities, may be charged
to the Participant's Account. The Administrator shall determined the manner in
which fees are allocated and paid.
(c) EFFECTIVE DATES.
This Section 7.04 shall be effective April 1, 1998 with respect to amounts
contributed to the Plan as Elective Deferrals and Matching Contributions for
periods beginning April 2, 1998.
Effective April 1, 1998 Participant Accounts (other than amounts contributed
beginning April 2, 1998) will be divided into ten equal parts. One part will
become available for Participant direction April 1, 1998, thereafter an
additional part shall become available for Participant direction on the first
day of May through December 1998 and January 1, 1999. This phase-in is
cumulative and Participant investment elections shall apply to all parts
available for Participant direction.
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ARTICLE VIII
VESTING
8.01 FULLY VESTED ACCOUNTS.
A Participant's interest in his total Account shall be fully vested and
nonforfeitable at all times.
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ARTICLE IX
PAYMENT OF BENEFITS
9.01 WHEN PAYABLE.
A Participant's entire vested Account shall be distributed to him, or in the
event of his death to his beneficiary, upon the first to occur of his
termination of employment by reason of his separation from service, death,
Disability or retirement at or after attaining Normal Retirement Age. Effective
January 1, 1998, in the event the value of the Participant's account exceeds
$5,000 (or at the time of any prior distributions exceeded $5,000) no such
distribution shall be made prior to a Participant's death or attainment of age
65, without the Participant's consent.
A Participant's Account shall be payable to an alternate payee at such times as
may be specified in a Qualified Domestic Relations Order as both of such terms
are defined in Section 414 of the Code.
In no event may any distribution of a Participant's Elective Deferral Account or
Qualified Employer Contribution Account or Matching Contribution Account be
distributed to such Participant before his death, retirement, disability,
termination of employment, (separation from service) or attainment of age 59-1/2
except as provided in Sections 9.05, 9.06 and 9.10 hereof.
All distributions required under this Article, if any, shall be determined and
made in accordance with Section 401(a)(9).
9.02 MANNER OF PAYMENT.
(a) The Participant's Accounts shall be payable in one lump sum payment in
cash unless Participant's Accounts are invested in the Company Stock Fund.
Payments from the Company Stock Fund shall be made pursuant to paragraph (b) of
this Article.
(b) Unless a Participant or his beneficiary (as applicable) elects
otherwise, distributions from the Company Stock Fund will be made in cash equal
to the value of a Participant's Account attributable to shares of Common Stock,
or a fractional interest in Stock Rights. Notwithstanding the above, a
Participant or his beneficiary may elect distributions from the Company Stock
Fund in whole shares of Common Stock or Stock Rights attributed to the
Participant's Account.
9.03 DETERMINATION OF AMOUNT.
For purposes of this Article IX, the value of the Participant's Accounts shall
be determined as set forth below:
The value of distributions or withdrawals made pursuant to requests received by
the Administrator between the first day of any month and the 15th day of any
month shall be determined on the
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Valuation Date occurring as soon as administratively practicable following the
date on which the request is received. The value of distributions or
withdrawals made pursuant to requests received by the Administrator between the
16th day of any month and the last day of any month shall be determined on the
Valuation Date occurring as soon as administratively practicable following the
date on which the request was received.
9.04 TIME OF PAYMENT.
Any distribution provided under Section 9.01 shall be made as soon as
administratively reasonable after the earlier of the Participant's termination
of employment (or the filing of a written consent to such distribution, if
applicable), death, Disability or retirement at or after attaining Normal
Retirement Age.
Notwithstanding the above, unless the Participant or Spouse elects otherwise,
distribution of benefits will begin no later than the sixtieth (60th) day after
the latest of the close of the Plan Year in which:
(1) the Participant attains age 65 (or Normal Retirement Age, if earlier);
(2) occurs the 10th anniversary of the year in which the Participant
commenced participation in the Plan; or
(3) the Participant terminates service with the Employer.
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 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.
If Code Sections 401(a)(11) and 417 apply (as a result of plan mergers), a
distribution may commence less than 30 days after the notice required under
Section 417 of the Code if the Plan complies with the special notice provisions
of regulations issued under Section 417 of the Code.
9.05 HARDSHIP DISTRIBUTIONS.
Distribution of Elective Deferrals may be made to a Participant in the event of
hardship. The Committee, in its sole discretion may also distribute from the
Matching Contribution Account, matching contributions (but not earnings thereon)
made on or after April 1, 1998, in the event a Participant requests such a
distribution on account of hardship. For the purposes of this section, hardship
is defined as an "immediate and heavy" financial need of the Employee where such
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distribution is "necessary" because the Employee lacks other available
resources. The portion of the Matching Contribution Account available for
distribution as a hardship is Matching Contributions allocated to a
Participant's Matching Contribution Account with respect to periods after
April 1, 1998. Earnings credited to a Participant's Matching Contribution
Account are not available for hardship distribution. The Committee's decision
to permit a hardship distribution shall be applied to all Participants in a
uniform nondiscriminatory basis.
Hardship shall be determined based on the following rules:
(a) The following are the only financial needs considered "immediate and
heavy": deductible medical expenses (within the meaning of Section 213(d) of
the Code) of the Employee, the Employee's Spouse, children, or dependents; the
purchase (excluding mortgage payments) of a principal residence for the
Employee; payment of tuition for the next twelve (12) months of post-secondary
education for the Employee, the Employee's Spouse, children or dependents; or
the need to prevent the eviction of the Employee from, or a foreclosure on the
mortgage of, the Employee's principal residence.
(b) A distribution will be considered as "necessary" to satisfy an immediate
and heavy financial need of the Employee only if:
(i) The Employee has obtained all distributions, other than hardship
distributions, and all nontaxable loans under all plans maintained by the
Employer;
(ii) All plans maintained by the Employer provide that the Employee's
Elective Deferrals will be suspended for twelve (12) months after the receipt of
the hardship distribution;
(iii) The distribution is not in excess of the amount of an immediate and
heavy financial need including the amount needed to pay taxes and penalties
thereon, if requested; and
(iv) The distribution amount may include any amounts necessary to pay
federal, state or local taxes or penalties reasonably anticipated to result from
the distribution.
(v) In making a determination as to whether a distribution is necessary to
satisfy a financial need, the Committee may reasonably rely upon the
representation of a Participant that the need cannot be relieved (a) through
reimbursement or compensation by insurance or otherwise; (b) by reasonable
liquidation of personal assets, to the extent such action does not give rise to
a financial hardship; (c) by cessation of Elective Deferrals under the Plan; and
(d) by other available distributions, withdrawals or loans from plans maintained
by the Employer or from other commercial entities on reasonable commercial
terms. Among other things, funds to meet all or a portion of such needs shall
be deemed to be available in the event a Participant may request a distribution
from his other Accounts in the Plan pursuant to Section 9.06.
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(c) A hardship distribution under this Section shall be withdrawn from the
Participant's Accounts in the following order: from the Matching Contribution
Account as allocated to the Participant for periods after April 1, 1998 and then
from the Elective Deferral Account.
Further, the Administrator may make a hardship distribution of an amount
allocated to the Participant's Matching Contribution Account only to the extent
that the amount represents contributions allocated to the Account for more than
twenty-four months immediately preceding the year of the distribution.
(d) Withdrawals made pursuant to this Section 9.05 will be made according to
the policies and rules prescribed by the Committee with respect to self directed
Accounts. Any distributions provided for under this Section 9.05 shall be made
as soon as administratively reasonable.
9.06 IN-SERVICE DISTRIBUTIONS.
(a) At the election of the Participant or a former Participant, the
Administrator, may distribute up to one hundred percent (100%) of the
Participant's Employee After-Tax Contribution Account.
(b) At the election of the Participant, the Administrator may distribute an
amount then credited to the Participant's Matching Contribution Account, minus
the amount represented by Matching Contributions made in the twenty-four months
immediately preceding the year of the distribution. Provided, however, all
amounts allocated to the Participant's Matching Contribution Account for periods
after April 1, 1998, will not be subject to the distribution provisions of this
Section.
(c) In the event that the Administrator makes a distribution as described
above in subsection (a) or (b), the Participant shall continue to be eligible to
participate in the Plan on the same basis as any other Employee. Any
distribution made pursuant to this section shall be made in a manner consistent
with this Article IX, including, but not limited to, all notice and consent
requirements of Sections 411(a)(11) and 417 of the Code and the Regulations
thereunder, if applicable.
(d) Withdrawals made pursuant to this Section 9.06 will be made according to
the policies and rules proscribed by the Committee with respect to self-directed
Accounts.
(e) A Participant, by giving prior written notice to the Committee, may
withdraw all or any part of his Rollover Account attributable to rollover
contributions. The Trustee in accordance with the direction of the Committee,
will distribute that part of the Participant's Rollover Account attributable to
rollover contributions in accordance with the request of the Participant.
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(f) Any distributions provided for under this Section 9.06 shall be made as
soon as administratively reasonable.
9.07 BENEFICIARY DESIGNATION.
Upon the death of a Participant, his Account shall be paid to the beneficiary or
beneficiaries designated by him. The designated beneficiary of a married
Participant automatically shall be his spouse unless such spouse consents to the
designation of another beneficiary or the Participant establishes to the
satisfaction of the Committee that he has no spouse or that his spouse cannot be
located. Spousal consent shall be given in writing, shall be witnessed by a
Plan representative or a notary public, and shall be filed with the Committee.
If there is no designated beneficiary surviving at a Participant's death,
payment of the Participant's account shall be made to his estate. A Participant
may designate a new beneficiary or beneficiaries at any time by filing with the
Committee a written request for such change on a form prescribed by it. Neither
the Trustee, the Committee nor the Employer shall be liable by reason of any
payment of the Participant's Account made before receipt of such form
designating a new beneficiary or beneficiaries.
9.08 MANDATORY DISTRIBUTIONS.
Effective January 1, 1997, notwithstanding any other provision of this Article,
the Required Beginning Date for a Participant who is a five percent (5%) owner
as described in Section 416(i) of the Code is April 1 of the calendar year
following the calendar year in which the Participant attains age 70-1/2. The
entire interest of a 5% owner Participant shall be distributed to him not later
than the Required Beginning Date.
A Participant who is not a five percent (5%) owner may select one of the
following options:
(a) The Required Beginning Date is April 1 of the calendar year following
the calendar year in which the Participant attains age 70-1/2, or
(b) the Required Beginning Date is April 1 of the calendar year following
the later of:
(i) the calendar year in which the Participant attains age 70-1/2, or
(ii) the calendar year in which the Participant retires.
9.09 NOTICE OF ROLLOVER TREATMENT.
When a distribution is made to a Participant or beneficiary, such Participant or
beneficiary shall be furnished with written information that includes a general
description of the tax treatment available for such distribution if the
distribution qualifies for either rollover treatment or taxation as a lump sum
distribution under Section 402(e) of the Code.
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9.10 OTHER DISTRIBUTABLE AMOUNTS.
A Participant's Elective Deferral Account, Qualified Employer Contribution
Account or amount allocated to a Participant's Matching Contribution Account for
the period on or after April 1, 1998, may be distributed upon the occurrence of
any of the following events:
(a) Termination of the Plan without the establishment of another defined
contribution plan.
(b) The disposition by the Employer to an unrelated corporation of
substantially all of the assets (within the meaning of Section 409(d)(2) of the
Code) used in a trade or business of the Employer if the Employer continues to
maintain this Plan after the disposition, but only with respect to Employees who
continue employment with the corporation acquiring such assets.
(c) The disposition by the Employer to an unrelated entity of the Employer's
interest in a subsidiary (within the meaning of Section 409(d)(3) of the Code)
if the Employer continues to maintain this Plan, but only with respect to
Employees who continue Employment with such subsidiary.
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ARTICLE X
NAMED FIDUCIARY POWERS AND RESPONSIBILITIES
10.01 ALLOCATION OF RESPONSIBILITY.
The Named Fiduciary shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given it under the Plan.
(a) The Company shall have the sole responsibility for making the
contributions provided for hereunder and shall have the sole authority to
appoint and remove the Trustee and the Administrator; to formulate the Plan's
"funding policy and method"; and to amend or terminate, in whole or in part, the
Plan.
(b) The Administrator shall have the responsibility for the administration
of the Plan, which responsibility is specifically described in the Plan
including the responsibility to construe any question of Plan interpretation,
subject to the provisions of Section 10.02.
(c) The Trustee shall have the sole responsibility of management of the
assets held under the Trust, all as specifically provided in the Plan and
subject to Participant direction of investment in Section 7.04.
10.02 DISCRETIONARY AUTHORITY.
In accordance with Section 503 of Title I of ERISA, the Named Fiduciary under
the Plan has complete authority to make final determinations regarding
eligibility and to review all denied claims for benefits under the Plan. In
exercising its fiduciary responsibilities, the Named Fiduciary shall have
absolute discretionary authority to determine whether and to what extent
participants and beneficiaries are eligible to participate or are entitled to
benefits, and to construe disputed or doubtful Plan terms. The Named Fiduciary
shall be deemed to have properly exercised such authority unless it has abused
its discretion hereunder by acting arbitrarily and capriciously. Unless
specifically reserved by the Named Fiduciary, the Committee shall, as agent for
the Named Fiduciary, exercise the discretionary authority granted by this
paragraph.
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ARTICLE XI
TRUSTEE POWERS AND RESPONSIBILITIES
11.01 BASIC RESPONSIBILITIES.
The Trustee shall have the following categories of responsibilities:
(a) Consistent with the "funding policy and method" determined by the
Company, to invest, manage, and control the Plan assets.
(b) At the direction of the Administrator, to pay benefits required under
the Plan to be paid to Participants, or, in the event of their death, to their
beneficiaries;
(c) To maintain records of receipts and disbursements and furnish to the
Employer and/or Administrator for each Fiscal Year a written annual report
pursuant to Section 11.10.
11.02 INVESTMENT POWERS AND DUTIES.
Subject to Participant direction of investments as set forth in Section 7.04,
the Trustee shall invest and reinvest the Trust Fund to keep the Trust Fund
invested without distinction between principal and income and in such securities
or property, real or personal, wherever situated, as the Trustee shall deem
advisable, including, but not limited to, stocks, common or preferred, bonds and
mortgages, mutual funds, common trust funds including common trust funds and
collective funds of the Trustee and/or any of its affiliates or other fiduciary
and/or any of its affiliates, collective investment funds, and group annuity or
deposit administration contracts and other evidences of indebtedness or
ownership, and real estate or any interest therein. The Trustee shall at all
times in making investments of the Trust Fund consider, among other factors, the
short and long-term financial needs of the Plan on the basis of information
furnished by the Employer. In making such investments, the Trustee shall not be
restricted to securities or other property of the character expressly authorized
by the applicable law for trust investments; however, the Trustee shall give due
regard to any limitations imposed by the Code or ERISA so that at all times the
Plan may qualify as a qualified 401(k) profit sharing plan and trust.
By way of illustration but not limitation, the Trustee may invest the funds of
the Trust in such securities and properties as it may determine and shall not be
restricted by any applicable laws prescribing forms of property which may be
held or acquired by a Trustee.
The Trustee may purchase Qualifying Employer Securities or Qualifying Employer
Real Property from the Employer or from any other source. All such purchases
must be made at fair market values.
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11.03 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS.
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 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.
Definitions.
Eligible rollover distribution: An eligible rollover distribution is any
distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under section 401(a)(9) of the Code; and the portion of any
distribution that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities).
Eligible retirement plan: An eligible retirement plan is an individual
retirement account described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the Code, an annuity plan
described in section 403(a) of the Code, or a qualified trust described in
section 401(a) of the Code, that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover distribution to the
surviving Spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.
Distributee: A distributee includes an Employee or former Employee. In
addition, the Employee's or former Employee's surviving Spouse and the
Employee's or former Employee's Spouse or former Spouse who is the alternate
payee under a qualified domestic relations order, as defined in section 414(p)
of the Code, are distributees with regard to the interest of the Spouse or
former Spouse.
Direct rollover: A direct rollover is a payment by the Plan to the eligible
retirement plan specified by the distributee.
11.04 TRUSTEE TO TRUSTEE TRANSFERS.
The Administrator may accept and receive assets in the form of cash or property
transferred directly to the Plan by a trustee of another employee benefit plan
qualified under Sections 401(a), 403(b) and 401(d) of the Code. The
Administrator shall determine whether a proposed transfer to the Plan meets with
the above requirements. Amounts so transferred to the Plan shall be credited
to a Rollover Account which shall be fully vested and nonforfeitable at all
times.
The Trustee shall accept and receive assets only with respect to Employees,
including Employees who have not met the eligibility requirements of Section
3.01.
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Provided, however, the Administrator shall not accept assets from the trustee of
another employee benefit plan which is required to provide benefits in the form
of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity pursuant to Section 401(a)(11) of the Code.
The Administrator may direct the Trustee to transfer the vested balance of a
Participant's Account directly to a trustee of another employee benefit plan
qualified under Section 401(a) of the Code or an IRA qualified under Section 408
of the Code.
11.05 COMPANY STOCK FUND.
(a) The Trustee shall maintain as an investment option a Company Stock Fund.
This fund shall be primarily invested in Common Stock of Huntington Bancshares
Incorporated. Cash dividends received on Common Stock shall also be invested by
the Trustee in Common Stock.
(b) In the event Huntington Bancshares Incorporated or any Participant is,
or will be, prohibited from trading in Common Stock under applicable state or
federal security laws, the Trustee, at the direction of the Administrator, may
(i) keep amounts contributed to the Plan and cash dividends in the form of cash
under the same terms as set forth in Section 11.05(d), or (ii) appoint an
independent agent for the Plan to purchase shares of Common Stock on behalf of
the Plan during such periods, to the extent permitted under applicable state or
federal laws.
(c) The assets of the Common Stock Fund shall be held by the Trustee in the
name of the Trust in a commingled fund. The Trustee shall implement a unit
system of accounting and may report Participants' interests in the fund in
units. Stock Rights, if any, and any Common Stock received with respect to
Common Stock, shall be allocated to the Accounts of Participants in proportion
to the shares of Common Stock allocated to each Account.
(d) Notwithstanding the foregoing provisions of this Section 11.05, the
Trustee may, in its sole discretion, maintain in cash from the contributions by
and for the Participants such amount as it deems necessary for the operation and
administration of the Trust, to provide for payment of fractional shares of
Participants, to provide for distributions, and such other purposes as may be
necessary or appropriate.
(e) Participants shall have the right to instruct the Trustee as to how
shares of Common Stock attributed to their Accounts shall be voted. The
Committee shall establish procedures to be followed by the Trustee implementing
the voting rights of the Participants, including informing them of the issues to
be voted upon and the manner in which their instructions shall be communicated
to the Trustee. In the absence of Participant direction, the Trustee shall vote
shares of Common Stock as directed by the Committee.
(f) The Administrator shall establish procedures designed to safeguard the
confidentiality of information relating to the purchase, holding and sale of
Company Stock and the exercise of voting tender and similar rights by
Participants and beneficiaries. The Committee is designated as the fiduciary
responsible for insuring that the confidentiality procedures required by ERISA
Section 404(c) are
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sufficient. If the Committee determines that there exists a potential for undue
Employer influence upon Participants and beneficiaries with regard to the direct
or indirect exercise of shareholder rights the Committee shall appoint an
independent fiduciary to carry out activities necessary to avoid such potential
undue influence.
11.06 TENDER OFFERS.
The following provisions shall apply in the event any tender or exchange offer
(an "Offer") is made for the Common Stock:
(a) As soon as practical after the commencement of an Offer for shares of
Common Stock, the Committee shall use its best efforts to timely distribute, or
cause to be distributed, to each Participant such information as is distributed
to shareholders of Huntington Bancshares Incorporated in connection with such
Offer. The Committee shall provide each Participant with forms which the
Participant may use to instruct the Trustee whether or not to tender shares of
Common Stock allocated to his accounts, to the extent permitted under the terms
of such Offer. The Trustee also shall provide each Participant with forms which
the Participant may use to revoke any prior instruction at any time prior to the
withdrawal deadline of the Offer.
(b) Each Participant shall have the right to instruct the Trustee as to the
manner in which the Trustee is to respond to the Offer for any or all of the
Common Stock allocated to his accounts. The Trustee shall follow the directions
of each Participant, but the Trustee shall not tender shares of Common Stock for
which no instructions are received. The number of shares with respect to which
a Participant may provide instructions shall be the total amount of shares
credited to his accounts as of the close of business on the day preceding the
date on which the Offer is commenced, or such earlier date as shall be
designated by the Committee.
(c) Any securities received by the Trustee as a result of a tender of shares
of Common Stock shall be held, and any cash so received shall be invested in
short-term investments, for the account of the Participant with respect to whom
shares of Common Stock were tendered. The Trustee may, as it deems appropriate,
elect to reinvest any securities received as a result of a tender of shares of
Common Stock in short-term investments.
11.07 OTHER POWERS.
The Trustee, in addition to all powers and authorities under common law,
statutory authority, including ERISA, and other provisions of the Plan,
including but not limited to, the funding policy and method determined by the
Company, and subject to the powers of the Administrator and any Participant
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:
(a) To purchase, or subscribe for, any securities or other property and to
retain the same. In conjunction with the purchase of securities, margin
accounts may be opened and utilized;
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(b) To sell, exchange, convey, transfer, grant options to purchase, or
otherwise dispose of any securities or other property held by the Trustee, by
private contract or at public auction. No person dealing with the Trustee shall
be bound to see to the application of the purchase money or to inquire into the
validity, expediency, or propriety of any such sale or other disposition, with
or without advertisement;
(c) To vote upon any stocks, bonds, or other securities; to give general or
special proxies or powers of attorney with or without power of substitution; to
exercise any conversion privileges, subscription rights or other options, and to
make any payments incidental thereto; to oppose, or to consent to, or otherwise
participate in, corporate reorganizations or other changes affecting corporate
securities, and to delegate discretionary powers, and to pay any assessments or
charges in connection therewith; and generally to exercise any of the powers of
an owner with respect to stocks, bonds, securities, or other property;
(d) To keep such portion of the Trust Fund in cash or cash balances as the
Trustee may, from time to time, deem to be in the best interests of the Plan,
without liability for interest thereon;
(e) To make, execute, acknowledge, and deliver any and all documents of
transfer and conveyance and any and all other instruments that may be necessary
or appropriate to carry out the powers herein granted;
(f) To settle, compromise, or submit to arbitration any claims, debts, or
damages due or owing to or from the Plan, to commence or defend suits or legal
or administrative proceedings, and to represent the Plan in all suits and legal
and administrative proceedings;
(g) To employ suitable agents and counsel and to pay their reasonable
expenses and compensation, and such agent or counsel may or may not be agent or
counsel for the Employer;
(h) To cause any securities or other property held a part of the Trust Fund
to be registered in the Trustee's own name or in the name of one or more of its
nominees, and to hold any investments in bearer form, but the books and records
of the Trustee shall at all times show that all such investments are part of the
Trust Fund;
(i) To invest funds of the Trust in time deposits or savings accounts
bearing a reasonable rate of interest in the Trustee's bank;
(j) To invest in Treasury Bills and other forms of United States government
obligations;
(k) To sell, purchase and acquire put or call options if the options are
traded on and purchased through a national securities exchange registered under
the Securities Act of 1934, as amended, or, if the options are not traded on a
national securities exchange, are guaranteed by a member firm of the New York
Stock Exchange.
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(l) To deposit monies in federally insured savings accounts or certificates
of deposit in banks or savings and loan associations;
(m) To pool all or any of the Trust Fund, from time to time, with assets
belonging to any other qualified employee pension benefit trust created by the
Employer or an affiliated company of the Employer, and to commingle such assets
and make joint or common investments and carry joint accounts on behalf of this
Plan and such other trust or trusts, allocating undivided shares or interests in
such investments or accounts or any pooled assets of the two or more trusts in
accordance with their respective interests; and
(n) To do all such acts and exercise all such rights and privileges,
although not specifically mentioned herein, as the Trustee may deem necessary to
carry out the purposes of the Plan.
11.08 DUTIES REGARDING CONTRIBUTIONS AND PAYMENTS.
At the direction of the Administrator or Committee, as applicable, the Trustee
shall, from time to time, in accordance with the terms of the Plan: (a) accept
contributions to Plan, including but not limited to, contributions by the
Employer; the Trustee is not obligated to collect any contributions from the
Employer or to see that such funds are deposited according to the provisions of
the Plan or to see that the contributions received comply with the provisions of
the Plan; and (b) make payments out of the Trust Fund.
11.09 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES.
The Trustee shall be paid such reasonable compensation as shall from time to
time be agreed upon in writing by the Company and the Trustee. In addition,
the Trustee shall be reimbursed for any reasonable expenses, including
reasonable counsel fees incurred by it as Trustee. Such compensation and
expenses shall be paid from the Trust Fund unless paid or advanced by the
Employer. All taxes of any kind and all kinds whatsoever that may be levied or
assessed under existing or future laws upon, or in respect of, the Trust Fund or
the income thereof, shall be paid from the Trust Fund.
11.10 RECORDS AND REPORTS. The Trustee shall keep accurate and
detailed accounts of all investments receipts and disbursements and other
transactions hereunder and all its accounts, books and records relating to the
Trust shall be open to inspection and audit by any person designated by the
Company at all reasonable times.
11.11 REMOVAL OR RESIGNATION OF TRUSTEE.
The Trustee may be removed at any time by Huntington Bancshares Incorporated
upon sixty (60) days notice in writing to the Trustee. The Trustee may resign
at any time upon ten (10) days notice in writing to Huntington Bancshares
Incorporated. In the event of a vacancy in the office of Trustee, Huntington
Bancshares Incorporated shall appoint a successor trustee or trustees who, upon
acceptance of such appointment, shall have all the powers and duties of the
predecessor trustee. The
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title to all funds and properties constituting the Trust Fund shall vest in
those who shall from time to time be the successor trustee, or trustees
hereunder.
11.12 PLAN EXPENSES AND TAXES.
The Trustee is authorized and directed to pay from the Trust Fund all taxes, and
all reasonable fees, expenses and charges connected with and incurred by it or
by the Plan in the administration of the Trust which are not otherwise paid by
the Company or an Employer. The Administrator shall advise the Trustee from
time to time as to which such fees, expenses and charges shall be paid from the
Trust.
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ARTICLE XII
ADMINISTRATION
12.01 COMPANY RESPONSIBILITY.
The Company shall be responsible for and shall control and manage the operation
and administration of the Plan. It shall be the "Administrator" and "Named
Fiduciary" for purposes of ERISA and shall be subject to service of process on
behalf of the Plan. The Board of Directors of Huntington Bancshares
Incorporated shall appoint a Committee consisting of not less than three members
to be known as the Huntington Investment and Tax Savings Plan Administrative
Committee (the "Committee").
Any member of the Committee may resign by delivering his written resignation to
Huntington Bancshares Incorporated, and such resignation shall become effective
at delivery or at any later date specified therein. Any member of the Committee
may be removed at any time by the Board of Directors of Huntington Bancshares
Incorporated in the same manner. No member of the Committee shall receive any
remuneration for his services in that capacity. If otherwise eligible, the fact
that a Participant is a member of the Committee shall not preclude his
participating in the Plan. No member of the Committee shall act or participate
in any action of the Committee directly affecting his own Account under the Plan
that is not of general application to all Participants.
12.02 POWERS AND DUTIES OF THE COMMITTEE.
(a) The Committee shall operate and administer the Plan (unless the Plan
specifically gives administrative functions to the Administrator or Named
Fiduciary) and, in its sole discretion, resolve all questions of interpretation,
administration and application arising under or in connection therewith
including but not limited to, eligibility, vesting and distribution, except as
may be reserved under the Plan to the Employer. The Committee may, from time to
time, prescribe and amend regulations for such administration. Whenever
directions, designations, applications, requests or other notices are to be
given by a Participant under the Plan, they shall be on forms prescribed by the
Committee and shall be filed in such manner as shall be specified by the
Committee.
(b) The Committee shall have power (i) to change or waive any requirements
of the Plan to conform with law or to meet special circumstances not anticipated
or covered in the Plan; (ii) to appoint such committees with such powers as it
shall determine, including an executive committee to exercise all powers of the
Committee between meetings of the Committee; (iii) to determine the times and
places for holding meetings of the Committee and the notice to be given of such
meetings; (iv) to employ such agents and assistants, such counsel (who may be of
counsel to the Employer) and such clerical and other services as the Committee
may require in carrying out the provisions of the Plan; and (v) to authorize one
or more of their number or any agent to execute or deliver any instrument on
behalf of the Committee.
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12.03 ORGANIZATION AND OPERATION OF THE COMMITTEE.
(a) The Committee shall act by a majority vote of its members at the time in
office, and such action may be taken either by a vote at a meeting or in writing
without a meeting. The signature of a majority of the members will be
sufficient to authorize Committee action. Routine administration of the Plan
may be delegated by the Committee to any member or members thereof or to such
agent or agents as it may select.
(b) The members of the Committee, the Administrator and the Company and its
officers and directors shall be entitled to rely upon all valuations,
certificates and reports furnished by the Trustee, upon all certificates and
reports made by an accountant and upon all opinions given by any legal counsel
selected or approved by the Committee, and the members of the Committee and the
Employer and its officers and directors shall, except as otherwise provided by
law, be fully protected in respect of any action taken or suffered by them in
good faith in reliance upon any such valuations, certificates, reports, opinions
or other advice of the Trustee or any such accountant or counsel.
12.04 STATEMENT OF PARTICIPANT'S ACCOUNT.
The Trustee, the Committee or one or more of the Employers under delegation from
the Trustee, shall mail or deliver to each Participant a statement setting forth
the Account of such participant not less than once each Plan Year. Such
statement shall be deemed to have been accepted as correct unless written
notice to the contrary is received by the Trustee or the Committee within thirty
(30) days after the mailing of such statement to the Participant.
12.05 DELIVERY OF NOTICES, REPORTS AND STATEMENTS.
All notices, reports and statements given, made, delivered or transmitted to a
Participant or beneficiary shall be deemed duly given, made, delivered or
transmitted when either mailed, by such class as the sender may deem
appropriate, with postage prepaid and addressed to the Participant or
beneficiary at the address last appearing on the records of his Employer or
actually delivered by the Employer to the Participant or beneficiary. All
notices, directions or other communications given, made, delivered or
transmitted by a Participant to the Committee shall not be deemed to have been
duly given, made delivered, transmitted or received unless and until actually
received by the Committee.
12.06 CLAIMS PROCEDURE.
Claims for benefits under the Plan shall be filed, on forms supplied by the
Committee, with its Secretary. Written notice of the disposition of a claim
shall be furnished the claimant within thirty (30) days after the application
therefor is filed. In the event the claim is denied, the reasons for the denial
shall be specifically set forth, pertinent provisions of the Plan shall be cited
and, where appropriate, an explanation as to how the claimant can perfect the
claim will be provided.
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12.07 CLAIMS REVIEW PROCEDURE.
Any Participant, former Participant, or beneficiary who has been denied a
benefit, or feels aggrieved by any other action of the Committee, his Employer,
or the Trustee, shall be entitled to request and receive from the Secretary of
the Committee, a written notice of such action, together with a full and clear
statement of the reasons for the action. If the claimant wishes further
consideration of his position, he may make a written request for a hearing. The
request shall state the claimant's position and shall be filed with the
Secretary no later than ninety (90) days after receipt of the written
notification provided for above or in Section 12.04. The Committee shall
schedule an opportunity for a full and fair hearing of the issue within the next
thirty (30) days. Its decision following such hearing shall be made within
thirty (30) days and shall be communicated in writing to the claimant. Under
special circumstances, such determination may be delayed for an additional
period not to exceed sixty (60) days, in which case the claimant shall be
notified of the delay prior to the close of the initial sixty (60) day period.
The Committee's final decision shall set forth the reasons and the references
to the Plan provisions on which it is based. The Committee shall have
discretion in interpreting the terms of the Plan and in making claim
determinations. Final determinations shall be made by the Committee and such
determinations shall be conclusive and binding on all persons.
12.08 NO CONTRACT OF EMPLOYMENT.
Nothing in the Plan shall be deemed or construed to impair or affect in any
manner whatsoever, the right of the Employers, in their discretion, to hire
Employees and, with or without cause, to discharge or terminate the service of
Employees or Participants.
12.09 INDEMNIFICATION.
The Company shall indemnify any person who is or was a member of the Committee
and any person who is or was an Employee of the Employer and who performs or
performed services with respect to the Plan, against all liabilities and all
reasonable expenses (including, without limitation, counsel fees and amounts
paid in settlement other than to the Employer) incurred or paid in connection
with any threatened or pending action, suit or proceeding to which he (or his
executor, administrator or other legal representative) may be made a party, or
in which he may otherwise be involved, by reason of the fact that he serves or
has served as a member of the Committee or otherwise performs or has performed
services with respect to the Plan; provided, however that (a) if such action,
suit or proceeding shall be prosecuted against such person (or his executor,
administrator or other legal representative) to final determination on the
merits or otherwise, it shall be finally adjudged in such action, suit or
proceeding that such person is liable for gross negligence or willful misconduct
in the performance of his duty to the Employer or the Plan in relation to the
matter or matter in respect of which indemnification is claimed, or (b) if such
action, suit or proceeding shall be settled or otherwise terminated as against
such person (or his executor, administer or other legal representative) without
a final determination, it shall be determined that such person was not guilty of
gross negligence or willful misconduct in the performance of his duty to the
Employer or the Plan in relation to the matter or matters in respect of which
indemnification is claimed, such determination
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to be made by a majority of the members of the Board of Directors of the
Employer or by independent counsel to whom the question may be referred by the
Board of Directors.
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ARTICLE XIII
AMENDMENT, TERMINATION, AND MERGERS
13.01 AMENDMENT OR TERMINATION.
Huntington Bancshares Incorporated reserves the right at any time to amend or
terminate this Plan and each Employer reserves the right to terminate its
participation therein; provided that no such amendment or termination shall have
the effect of giving any Employer any right or interest in, or of revoking or
diminishing the rights and interest of any Employee in, the funds then held by
the Trustee. In the event of complete or partial termination of the Plan, all
accounts shall be fully vested. In the event of complete discontinuance of
contributions or a suspension of contributions by the Employers for a period of
five years without termination of the Plan, all active Participant Accounts
attributable to contributions of such Employer shall be fully vested.
Authority to amend or terminate the Plan or to discontinue or suspend
contributions rests with the Board of Directors of Huntington Bancshares
Incorporated. The foregoing authority may be delegated to the Committee, to
appropriate officers of Huntington Bancshares Incorporated, or to appropriate
officers of a corporation which is a member of the Huntington Bancshares
Incorporated controlled group of corporations. Any such action to amend,
terminate, discontinue or suspend contributions shall be evidenced by a
resolution of the Board of Huntington Bancshares Incorporated. Delegation of
the foregoing authority shall also be evidenced by a resolution of the Board of
Huntington Bancshares Incorporated. Authority to withdraw as a participating
Employer rests with the Board of Directors of each participating Employer and
shall be exercised and evidenced by a resolution of the Board of Directors of a
withdrawing Employer.
An amendment (including the adoption of this Plan as a restatement of an
existing plan) may not decrease a Participant's accrued benefit and may not
reduce or eliminate Code Section 411(d)(6) protected benefits determined
immediately prior to the effective date of the restatement or the effective date
of any provision or amendment. An amendment reduces or eliminates protected
benefits under Section 411(d)(6) of the Code if the amendment has the effect of
either (i) eliminating or reducing an early retirement benefit or a
retirement-type subsidy (as defined in Treasury Regulations), or (ii) except as
provided by Treasury Regulations, eliminating an optional form of benefit.
No such amendment which affects the rights, duties or responsibilities of the
Trustee may be made without the Trustee's written consent. The Trustee shall
not be required to execute any such amendment unless the amendment affects the
duties of the Trustee.
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13.02 MERGER OR CONSOLIDATION.
In the event of any merger or consolidation with, or transfer of assets or
liability to any other plan, as defined in Section 3(3) of ERISA, the benefit
which would be received by a Participant immediately after the merger,
consolidation or transfer (if the Plan then terminated), equals the benefits
the Participant was entitled to immediately prior to such merger, consolidation
or transfer (if the Plan had then terminated).
Authority to merge, consolidate or transfer assets rest with the Board of
Directors of Huntington Bancshares Incorporated and with the Board of Directors
of the corporation (or its successor as plan sponsor) of the plan that is
merging, consolidating or transferring assets to this Plan. The foregoing
authority may be delegated to the Committee, appropriate officers of Huntington
Bancshares Incorporated, a plan sponsor or such other individuals or entities as
each Board may determine. Action to merge, consolidate or transfer shall be
evidence by a resolution of the Board of Directors of Huntington Bancshares
Incorporated and a resolution of the Sponsor of the merging plan. Any
delegation of authority shall be evidenced by resolution of the delegating Board
of Directors.
In order to carry a merger into effect, special provisions applicable only to
account's of the merging plan may be necessary. Special provisions may be set
forth at Schedule A.
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ARTICLE XIV
TOP-HEAVY PROVISIONS
14.01 APPLICATION OF ARTICLE.
The provisions of this Article shall be effective for any Plan Year in which the
Plan is determined to be Top Heavy.
14.02 DEFINITIONS.
For purposes of this Article, the following words shall have the meanings stated
after them unless otherwise specifically provided:
(a) "KEY EMPLOYEE" shall mean those Employees who are described in Section
416(i) of the Code and the regulations thereunder.
(b) "NON-KEY EMPLOYEE" shall mean those Employees who are not Key Employees.
(c) "REQUIRED AGGREGATION GROUP" shall mean (1) each qualified plan of the
Employer in which at least one Key Employee participates, and (2) any other
qualified plan of the Employer (including any plan that has been terminated
within the five year period ending on the Determination Date) which enables a
plan described in (1) to meet the requirements of Sections 401(a)(4) or 410 of
the Code.
(d) "PERMISSIVE AGGREGATION GROUP" shall mean the Required Aggregation Group
plus any other plan or plans of the Employer which, when considered as a group
with the Required Aggregation Group, would continue to satisfy the requirements
of Sections 401(a)(4) or 410 of the Code.
(e) For purposes of this Article, annual Compensation means Compensation as
defined at Section 2.16.
14.03 TOP HEAVY DETERMINATION.
The Plan shall be considered a Top Heavy Plan for the Plan Year if, as of the
Determination Date:
(a) The Top Heavy Ratio for this Plan exceeds sixty percent (60%) or
(b) The Plan is part of a Required Aggregation Group and the Top Heavy Ratio
for such Group exceeds sixty percent (60%).
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However, and notwithstanding (a) and (b) above, the Plan shall not be considered
a Top Heavy Plan for any Plan Year in which the Plan is a part of a Required or
Permissive Aggregation Group and the Top Heavy Ratio for such Group is sixty
percent (60%) or less.
14.04 TOP HEAVY RATIO.
(a) If this is the only plan maintained by the Employer or if only defined
contribution plans are aggregated with this Plan in making the Top Heavy
determination, the Top Heavy Ratio for this Plan or for the Required or
Permissive Aggregation Group shall be a fraction, the numerator of which is the
sum of the Accounts of all Key Employees as of the Determination Date (including
any part of any Account distributed during the five-year period ending on the
Determination Date), and the denominator of which is the sum of the Accounts of
all Participants as of the Determination Date (including any part of any Account
distributed during the five-year period ending on the Determination Date). Both
the numerator and the denominator of the Top Heavy Ratio shall be adjusted to
reflect any contribution which is required to be taken into account under
Section 416 of the Code and the regulations thereunder.
(b) If the Employer maintains a defined benefit plan or plans that are
aggregated with this Plan in making the Top Heavy Determination, the Top Heavy
Ratio for the Required or Permissive Aggregation Group shall be a fraction, the
numerator of which is the sum of Accounts under the aggregated defined
contribution plan or plans for all Key Employees, determined in accordance with
(a) above, plus the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination
Date, and the denominator of which is the sum of the Accounts under the
aggregated defined contribution plan or plans for all Participants, determined
in accordance with (a) above, plus the present value of accrued benefits under
the aggregated defined benefit plan or plans for all Participants as of the
Determination Date. The accrued benefits under a defined benefit plan in both
the numerator and the denominator of the Top Heavy Ratio shall be adjusted for
any distribution of an accrued benefit made during the five-year period ending
on the Determination Date. The present value of any accrued benefit shall be
determined based on the actuarial assumptions contained in the aggregated
defined benefit plan.
(c) For purposes of (a) and (b) above, the value of the Accounts and the
present value of accrued benefits shall be calculated as of the Determination
Date and the account balances and accrued benefits of any Participant (i) who is
not a Key Employee but who was a Key Employee in a prior year, or (ii) who has
not performed any service for any Employer maintaining the Plan at any time
during the five-year period ending on the Determination Date shall be
disregarded. The calculation of the Top Heavy Ratio, and the extent to which
distributions, rollovers and transfers are taken into account shall be made in
accordance with Section 416 of the Code and the regulations thereunder. When
aggregating plans, the value of the Accounts and accrued benefits shall be
calculated with reference to the Determination Dates that fall within the same
calendar year. The accrued benefit of a Participant other than a Key Employee
shall be determined under either (i) the method, if any, that uniformly applies
for accrual purposes under all defined benefit plans maintained by the Employer
or (ii) if there is no such method, as of such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional rule of Code
Section 411(b)(1)(C).
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14.05 COMPENSATION.
If the provisions of this Article apply to Plan Years beginning prior to January
1, 1989, the term "compensation" shall be limited as described in Section 416(d)
of the Code.
14.06 MINIMUM BENEFIT.
If the provisions of this Article apply for any Plan Year, the contributions and
forfeitures allocated to the Account of any Non-Key Employee who is employed by
the Employer on the last day of the Plan Year shall equal at least three percent
(3%) of the Compensation of such Non-Key Employee. However, in the event that
the largest percentage of Compensation provided on behalf of any Key Employee
for the Plan Year is less than three percent (3%) of such Key Employee's
Compensation, the minimum percentage of Compensation that must be provided for
any Non-Key Employee for the Plan Year under this Section 14.06 is the largest
percentage of Compensation provided on behalf of any Key Employee for that Plan
Year. For purposes of this Section 14.06, the term Non-Key Employee includes
any Employee otherwise eligible to participate in this Plan but who is not a
Participant because of his failure to make elective deferrals under a Code
Section 401(k) arrangement or because of his failure to make mandatory employee
contributions. Neither Elective Deferral Contributions nor Matching
Contributions may be taken into account for the purpose of determining the
contributions allocated to the Account of any Non-Key Employee under this
Section 14.06.
In determining if the percentage of Compensation provided on behalf of a Key
Employee for a Plan Year is less than 3%, Elective Deferral Contributions made
on behalf of Key Employees shall be taken into account in determining the
minimum required contribution under Code Section 416(c)(2).
For any Plan Year in which the Plan is top-heavy, each Non-Key Participant will
receive a minimum contribution if the Participant is employed on the last day of
the Plan Year, regardless of the number of hours worked during the Plan Year and
regardless of the Non-Key Participant's level of Compensation. Further, for any
Plan Year in which the Plan is top-heavy, each Non-Key Participant will receive
a minimum contribution regardless of whether the Non-Key Participant has made
mandatory contributions. Further, a Non-Key Participant will not forfeit his
account balance attributable to required minimum contributions merely because
the Non-Key Participant withdraws mandatory contributions.
This Article shall not apply to any Participant to the extent the Participant is
covered under any other plan or plans of the Employer and such plan or plans
provide that the minimum allocation or benefit requirement applicable to Top
Heavy plans will be made.
14.07 LIMITATION ON BENEFITS AND CONTRIBUTIONS.
If the provisions of this Article apply for any Plan Year, the overall
limitation on benefits and contributions contained in Section 4.03 of the Plan
shall be computed by substituting 1.0 for 1.25 in the denominators of the
fractions contained in that Section.
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ARTICLE XV
MERGER, TRANSFER AND SPECIAL ACCOUNTS
15.01 ROLLOVER CONTRIBUTIONS.
Any Participant, with the Committee's written consent and after filing
with the Committee the forms prescribed by the Committee, may contribute cash or
Common Stock, if the Common Stock was received as a distribution from another
qualified plan, to the Trust other than as a voluntary contribution if the
contribution is a "rollover contribution" which the Code permits an employee to
transfer either directly or indirectly from one qualified plan to another
qualified plan or from a conduit individual retirement arrangement. Before
accepting a rollover contribution, the Committee may require an Employee to
furnish satisfactory evidence that the proposed transfer is in fact a 'rollover
contribution' which the Code permits an Employee to make to a qualified plan. A
rollover contribution is not an Annual Addition for purposes of Article IV. In
addition the Committee will refuse any proposed rollover contribution which in
its judgment may jeopardize the tax exempt status of the Plan or Trust or create
adverse tax consequences for the Employer.
The Trustee will credit rollover contributions to a "Transfer/Rollover Account"
for the benefit of the Employee. The Trustee shall invest the entire amounts
transferred to Transfer/Rollover Accounts in Common Stock, however, effective
June 1, 1998, a Participant may direct the investment of his Rollover Account.
Rollover contributions shall be fully vested and nonforfeitable at all times.
An eligible Employee, prior to satisfying the Plan's eligibility conditions, may
make a rollover contribution to the Trust to the same extent and in the same
manner as a Participant. If an Employee makes a rollover contribution to the
Trust prior to satisfying the Plan's eligibility conditions, the Committee and
Trustee must treat the Employee as a Participant for all purposes of the Plan
except the Employee is not a Participant for purposes of sharing in Employer
contributions, Matching Contributions or Participant forfeitures under the Plan
or making Employee contributions or Elective Deferrals until he actually
becomes a Participant in the Plan. If the Employee terminates his service prior
to becoming a Participant, the Trustee will distribute his Rollover Account to
him.
15.02 MERGER/DIRECT TRANSFER.
(a) The Trustee may not consent to, or be a party to, any merger or
consolidation with another plan, or to a transfer of assets or liabilities to
another plan, unless immediately after the merger, consolidation or transfer,
the surviving Plan provides each Participant a benefit equal to or greater than
the benefit each Participant would have received had the Plan terminated
immediately before the merger or consolidation or transfer. The Trustee
possesses the specific authority to enter into merger agreements or direct
transfer of assets agreements with the trustees of other retirement plans
described in Code Section 401(a), including an elective transfer, and to accept
the direct transfer of plan assets, or to transfer plan assets, as a party to
any such agreement.
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In order to carry a merger into effect, special provisions applicable only to
accounts of the merging plan may be necessary. Special provisions may be set
forth at Schedule A.
The Trustee may accept a direct transfer of plan assets on behalf of an Employee
prior to the date the Employee satisfies the Plan's eligibility conditions. If
the Trustee accepts a direct transfer of plan assets, the Committee and Trustee
must treat the Employee as a Participant for all purposes of the Plan except the
Employee is not a Participant for purposes of sharing in Employer contributions,
or Participant forfeitures under the Plan or making Employee contributions until
he actually becomes a Participant in the Plan.
(b) ELECTIVE TRANSFERS. The Trustee may not consent to, or be a party to a
merger, consolidation or transfer of assets with a defined benefit plan. The
Trustee will hold, administer and distribute transferred assets as a part of the
Trust and the Trustee must maintain separate "Rollover Account(s)" for the
benefit of the Employee on whose behalf the Trustee accepted the transfer in
order to reflect the value of the transferred assets. Unless a transfer of
assets to this Plan is an elective transfer, the Plan will preserve all Code
Section 411(d)(6) protected benefits with respect to those transferred assets. A
transfer is an elective transfer if: (1) the transfer satisfied the first
paragraph of this Section 15.02; (2) the transfer is voluntary, under a fully
informed election by the Participant; (3) the Participant has an alternative
that retains his Code Section 411(d)(6) protected benefits (including an option
to leave his benefit in the transferor plan, if that plan is not terminating);
(4) the transfer satisfies the applicable spousal consent requirements of the
Code; (5) the transferor plan satisfies the joint and survivor notice
requirements of the Code, if the Participant's transferred benefit is subject to
those requirements; (6) the Participant has a right to immediate distribution
from the transferor plan, in lieu of the elective transfer; (7) the transferred
benefit is at least equal to the single sum distribution provided by the
transferor plan for which the Participant is eligible; (8) the Participant has a
one hundred percent (100%) nonforfeitable interest in the transferred benefit;
and (9) the transfer otherwise satisfies applicable Treasury regulations.
(c) The Committee shall develop such procedures, and may require such
information from Employees who have an interest transferred pursuant to the
trustee-to-trustee transfer, as it deems necessary to assure that the proposed
transfer will meet the requirements of this section and the requirements of any
applicable tax or securities laws and regulations.
(d) DISTRIBUTION RESTRICTIONS UNDER CODE SECTION 401(k). If the plan
receives a direct transfer (by merger or otherwise) of elective contributions
(or amounts treated as elective contributions) under a plan with a Code Section
401(k) arrangement, the distribution restrictions of Code Sections 401(k)(2) and
(10) continue to apply to those transferred elective contributions.
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ARTICLE XVI
MISCELLANEOUS
16.01 PARTICIPANT'S RIGHTS.
This Plan shall not be deemed to constitute a contract between the Employer and
any Participant or to be a consideration or an inducement for the employment of
any Participant or Employee. Nothing contained in this Plan shall be deemed to
give any Participant or Employee the right to be retained in the service of the
Employer or to interfere with the right of the Employer to discharge any
Participant or Employee at any time regardless of the effect which such
discharge shall have upon him as a Participant of this Plan.
16.02 ALIENATION.
(a) Subject to the exceptions provided below, no benefit which shall be
payable out of the Trust Fund to any person (including a Participant or his
beneficiary) shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the
same shall be void; and no such benefit shall in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements, or torts of any such
person, nor shall it be subject to attachment or legal process for or against
such person, and the same shall not be recognized by the Trustee, except to such
extent as may be required by law.
(b) Nothing contained in this Plan prevents the Trustee, in accordance with
the direction of the Committee or Employer, from complying with the provisions
of a qualified domestic relations order (as defined in Code Section 414(p)).
This Plan specifically permits distribution to an alternate payee under a
qualified domestic relations order at any time, irrespective of whether the
Participant has attained his earliest retirement age (as defined under Code
Section 414(p)) under the Plan. A distribution to an alternate payee prior to
the Participant's attainment of earliest retirement age is available only if:
(1) the order specifies distribution at that time or permits an agreement
between the Plan and the alternate payee to authorize an earlier distribution;
and (2) if the present value of the alternate payee's benefits under the Plan
exceeds $5,000, effective as of January 1, 1998, and the order requires,
alternate payee consent to any distribution occurring prior to the Participant's
attainment of earliest retirement age. Nothing in this paragraph gives a
Participant a right to receive distribution at a time otherwise not permitted
under the Plan nor does it permit the alternate payee to receive a form of
payment not otherwise permitted under the Plan.
The Committee must establish reasonable procedures to determine the qualified
status of a domestic relations order. Upon receiving a domestic relations
order, the Committee or the Employer promptly will notify the Participant and
any alternate payee named in the order, in writing, of the receipt of the order
and the Plan's procedures for determining the qualified status of the order.
Within a reasonable period of time after receiving the domestic relations order,
the Committee must determine
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the qualified status of the order and must notify the Participant and each
alternate payee, in writing, of its determination.
16.03 CONSTRUCTION OF AGREEMENT.
This Plan and Trust shall be construed and enforced according to ERISA and the
Code and the laws of the State of Ohio, and other than its laws respecting
choice of law, to the extent not preempted by ERISA.
16.04 GENDER AND NUMBER.
Wherever any words are used herein in the masculine, feminine or neuter gender,
they shall be construed as though they were also used in another gender in all
cases where they would so apply, and whenever any words are used herein in the
singular or plural form, they shall be construed as though they were also used
in the other form in all cases where they would so apply.
16.05 PROHIBITION AGAINST DIVERSION OF FUNDS.
Except as provided below and otherwise specifically permitted by law, it shall
be impossible by operation of the Plan or of the Trust, by termination of
either, by power of revocation or amendment, by the happening of any
contingency, by collateral arrangement or by any other means, for any part of
the corpus or income of any trust fund maintained pursuant to the Plan or any
funds contributed thereto to be used for, or diverted to, purposes other than
the exclusive benefit of Participants or their beneficiaries.
16.06 RECEIPT AND RELEASE FOR PAYMENTS.
Any payment to any Participant, his legal representative, beneficiary, or to any
guardian or committee appointed for such Participant or beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer
and the Committee, either of whom may require such Participant, legal
representative, beneficiary, guardian or committee, as a condition precedent to
such payment, to execute a receipt and release thereof in such form as shall be
determined by the Trustee or the Committee or the Employer.
16.07 UNIFORMITY.
All provisions of this Plan shall be interpreted and applied in a uniform,
nondiscriminatory manner.
16.08 SEVERABILITY.
If any provision of this Plan shall be for any reason invalid or unenforceable,
the remaining provisions shall nevertheless be carried into effect.
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16.09 SPENDTHRIFT CLAUSE.
The right of any Participant or beneficiary to any benefit or to any payment
hereunder or to any separate account shall not be subject to alienation or
assignment. If any Participant shall, except as hereby permitted, attempt to
assign, transfer or dispose of such right, or should such right be subjected to
attachment, execution, garnishment, sequestration or other legal, equitable or
other process, it shall ipso facto pass to such one or more persons as may be
appointed by the Administrator from among the beneficiaries, if any, therefore
designated by such Participant and the Spouse and blood relatives of the
Participant. However, the Administrator, in his sole discretion, may reappoint
the Participant to receive any payment thereafter becoming due either in whole
or in part. Any appointment made by the Administrator hereunder may be revoked
by the Administrator at any time, and further appointment made by him.
All provisions in this instrument for the vesting and payment of any sum or
interest are subject to the provisions that such sum and interest shall not be
anticipated, alienated or in any other manner assigned by the Participant and
shall not be subject to be reached or applied either by any creditor, Spouse or
divorced Spouse of any Participant, nor by or under any agreement or decree of
separation or divorce, voluntary or involuntary, of any Participant, but shall
be for the benefit of the beneficiary chosen by the Participant or Administrator
pursuant to this section, except as provided pursuant to a Qualified Domestic
Relations Order.
16.10 PAYMENT TO MINOR OR INCOMPETENT.
In the event that any amount is payable to a minor or other legally incompetent
persons, such payment shall be made for the benefit of such minor or other
incompetent person in any of the following ways as the Committee, in its sole
discretion, shall determine: (a) to the legal representative or custodian of
such minor or other incompetent person, as defined in the Ohio Rev. Code Section
1339.34; (b) to some near relative of such minor or other incompetent person, to
be used for the latter's benefit. The Committee shall not be required to see to
the proper application of any such payment made to any person pursuant to the
provisions of this Section 16.10.
EXECUTED, this 19th day of November, 1997 by Huntington Bancshares
Incorporated and The Huntington National Bank, Trustee.
HUNTINGTON BANCSHARES INCORPORATED
By: /s/ Frank Wobst
----------------------------------------
Title: Chairman and CEO
-------------------------------------
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THE HUNTINGTON NATIONAL BANK,
TRUSTEE
By: /s/ Norman Jacobs
----------------------------------------
Title: President Trust Division
-------------------------------------
and Senior Trust Officer
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HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
SCHEDULE A - SPECIAL PROVISIONS WITH
RESPECT TO PLAN MERGERS
The purpose of Schedule A is to record special provisions applicable to
plans that merge into the Huntington Investment and Tax Savings Plan (the
"Huntington Plan"). The special provisions provide administrative guidance with
respect to the treatment of merged accounts as well as guidance concerning
compliance with Code Section 411(d)(6) and other Sections of the Code. No
benefit, provided by a merged plan and protected by Section 411(d)(6), shall be
eliminated or modified except in a manner that complies with Section 411(d)(6)
and Regulations thereunder. In addition, Schedule A entries are intended to
satisfy the special testing rules of Code Regulation Sections 1.401(a)(4)-4(b)
and (d). The Prior Plan continues in an amended and restated form as the
Huntington Plan. Thus, unless protected by Code Section 411(d)(6) or
specifically noted to the contrary, provisions of the Prior Plan (not protected,
or noted) are eliminated or superseded by reason of merger.
(1) HUNTINGTON BANK KENTON COUNTY, INC. EMPLOYEES RETIREMENT SAVINGS
PLAN - From and after January 1, 1989, accounts of former participants in the
Huntington Bank of Kenton County, Inc., Employees Retirement Plan ("Prior Plan")
shall be administered as follows. Kenton Plan accounts designated for
accounting purposes as Regular Accounts A become Pre-Tax Matched Contribution
Accounts; Kenton Plan accounts designated for accounting purposes as Regular
Accounts B become Matching Contribution Accounts. Provided, however, no
In-Service Withdrawal pursuant to Section 9.06 shall be permitted with respect
to any former B Account prior to January 1, 1991.
Former Kenton Plan participants may make a one-time irrevocable
election to have their Kenton account balances, invested in the Alternate
Investment Fund. Section 9.02 shall not apply to Benefits paid from the
Alternate Investment Fund; distributions attributable to the alternate
investment fund shall be paid in cash.
Notwithstanding any provision to the contrary, a Participant's
accrued benefit and any early retirement benefits, retirement type subsidies or
optional forms of benefit under the Kenton Plan shall not be reduced in a manner
which violates Code Section 411(d)(6) and the Regulations thereunder.
(2) FIRST MACOMB CORPORATION CAPITAL ACCUMULATION PLAN - From and
after January 1, 1991, accounts of former participants in the First Macomb
Corporation Capital Accumulation Plan ("Prior Plan") shall be subject to the
following special provisions:
Prior Plan accounts designated for accounting purposes as
Elective Contribution Accounts become Pre-Tax Matched Contribution Accounts. If
the Prior Plan Trustee exercised its option to segregate participants rollover
contributions or trustee to trustee transfers, such contributions shall become
Transfer/Rollover Accounts. The Prior Plan provided for Discretionary Company
Contributions Accounts; however, no discretionary contributions were made.
<PAGE>
All prior service with First Macomb Bank and First Macomb
Mortgage Company, Inc. shall be recognized under this Plan for purposes of
eligibility and vesting. Any employee who was a participant in the Prior Plan
as of June 30, 1990 shall become a Participant in this Plan as of July 1, 1990
if otherwise employed by a participating employer in this Plan as of July 1,
1990. Prior service with First Macomb Bank and First Macomb Mortgage Company,
Inc. shall not be recognized for purposes of receiving an allocation of any
Employer contribution (benefit accrual) under this Plan for any period prior to
July 1, 1990. This paragraph is effective July 1, 1990.
Former participants in the Prior Plan may make a one-time
irrevocable election to have their Prior Plan account balances, invested in the
Alternate Investment Fund. Section 9.02 shall not apply to benefits paid from
the Alternate Investment Fund; distributions attributable to the Alternate
Investment Fund shall be paid in cash.
Any provisions in the Prior Plan regarding self-direction of
accounts by Prior Plan participants are not continued under this Plan.
Notwithstanding any provision to the contrary, a Participant's
accrued benefit and any early retirement benefits, retirement type subsidies or
optional forms of benefit under the Prior Plan shall not be reduced in a manner
which violates Code Section 411(d)(6) and the Regulations thereunder.
(3) CHARTER OAK FINANCIAL CORP. EMPLOYEES' SAVINGS AND RETIREMENT
PLAN - From and after July 1, 1993, accounts of former participants in the
Charter Oak Financial Corp. Employees' Savings and Retirement Plan ("Prior
Plan") shall be subject to the following special provisions.
GENERAL ADMINISTRATION
Prior Plan accounts designated for accounting purposes as
Elective Accounts become Pre-Tax Matched Contribution Accounts and Rollover
Accounts become Transfer/Rollover Accounts.
All prior service with either Charter Oak Financial Corp. or any
participating employer in the Prior Plan shall be recognized under this Plan for
eligibility and vesting service purposes. Any employee who was a participant in
the Prior Plan as of June 30, 1993 shall become a Participant in this Plan as of
July 1, 1993 if otherwise employed by a participating employer in this Plan as
of July 1, 1993. Prior service with Charter Oak Financial Corp. or any
participating employer in the Prior Plan shall not be recognized for purposes of
receiving an allocation of any Employer contribution (benefit accrual) under
this Plan.
Former participants in the Prior Plan may make a one-time
irrevocable election to have their Prior Plan account balances, invested in the
Alternate Investment Fund. Section 9.02 shall
2
<PAGE>
not apply to benefits paid from the alternate investment fund; distributions
attributable to the alternate investment fund shall be paid in cash.
The loan provisions in Section 7.04 of the Prior Plan are not
continued under this Plan, except that any loans outstanding to former
participants in the Prior Plan as of July 1, 1993 shall continue to be
administered pursuant to the provisions of the Prior Plan until such loans are
repaid in full or otherwise collected by the Plan.
Any provisions in the Prior Plan regarding self-direction of
accounts by Prior Plan participants are not continued under this Plan.
CODE Sections 411(D)(6), 401(A)(4)-4 COMPLIANCE
Notwithstanding any provision to the contrary, a Participant's
accrued benefit and any early retirement benefits, retirement type subsidies or
optional forms of benefit under the Prior Plan shall not be reduced in a manner
which violate Code Section 411(d)(6) and the Regulations thereunder. The
Administrative Committee intends to comply with the special testing rules of
regulation Sections 1.401(a)(4)-4(b)(3) and/or 1.401(a)(4)-4(d). When
provisions of the Prior Plan conflict with this Plan, or this Plan does not
provide a benefit, right or feature on substantially the same terms as the Prior
Plan, the benefit, right or feature of the Prior Plan is eliminated
prospectively effective on the plan merger date. The protection provided by
Code Sections 411(d)(6) and 401(a)(4) is applied to prior accrued benefits as of
the merger date including subsequent income, expenses, gains and losses with
respect to the prior accrued benefit. Any protected benefit, right or feature
shall be available on the same terms as under the Prior Plan; however, the
benefit right or feature is limited to participants in the Prior Plan as of the
merger date (July 1, 1993). The paragraphs that follow identify Code Section
411(d)(6) protected benefits; however, the paragraphs are not exclusive;
additional protected benefits may be identified by reason of additional
regulatory guidance or otherwise.
Pursuant to Section 6.5 of the Prior Plan, a participant or his
beneficiary could upon retirement, death or disability elect payments over a
period certain in monthly, quarterly, semi-annual, or annual cash installments.
The optional forms of benefit provided by Section 6.5 are continued under this
Plan with respect to a Participant's Prior Plan accrued benefit as of June 30,
1993. The protected optional forms of benefit shall be subject to all
restrictions of the Prior Plan and the Committee may exercise the powers of the
Prior Administrator.
If any participant in the Prior Plan, who was not 100% vested,
separated from service on or before June 30, 1993 and is reemployed by an
Employer before five (5) consecutive 1-Year Breaks in Service, and such Prior
Plan participant had received, or was deemed to have received, a distribution of
his entire vested interest prior to his reemployment, his forfeited account
shall be reinstated only if he repays the full amount distributed to him before
the earlier of five (5) years after the first date on which the participant is
subsequently reemployed by an Employer or the close of the first period of five
(5) consecutive 1-year Breaks in Service commencing after the distribution,
3
<PAGE>
or in the event of a deemed distribution, upon the reemployment of such former
participant. In the event the former participant does repay the full amount
distributed to him, or in the event of a deemed distribution, the undistributed
portion of the participant's Prior Plan account must be restored in full,
unadjusted by and gains or losses occurring subsequent to the valuation date
coinciding with or preceding his termination. The source for such reinstatement
shall be an employer contribution in an amount which is sufficient to restore
any such forfeited accounts.
(4) NATIONAL BANC OF COMMERCE CO. 401(k) PLAN - From and after
October 1, 1994 accounts of former participants in the National Banc of Commerce
Co. 401(k) Plan ("Prior Plan") shall be subject to the following special
provisions:
GENERAL ADMINISTRATION
Prior Plan accounts designated for accounting purposes as
Elective Deferral or Qualified Non-Elective Contribution accounts become Pre-Tax
Matched Contribution Accounts, Prior Plan accounts designated as Matching
Contributions, Qualified Matching Contributions or Discretionary Contributions
become Matching Contribution Accounts, and Prior Plan accounts designated as
Rollover or Transfer Contributions become Transfer/Rollover Accounts.
All prior service with Commerce Bank, Charleston, N.A., Commerce
Bank, Huntington, N.A., and Commerce Bank, Parkersburg, Inc. or a predecessor
corporation of any of them shall be recognized under this Plan for purposes of
eligibility and vesting; however, such prior service shall not be recognized for
purposes of receiving an allocation of any Employer contribution (benefit
accrual) under this Plan for any period prior to January 1, 1994. This
paragraph is effective January 1, 1994.
Participants in the Prior Plan, who have directed investment in
the balanced, money market, intermediate government bond, or equity funds, may
make a one-time irrevocable election to have their Prior Plan account balances,
invested in the Alternate Investment Fund. Funds invested in the Prior Plan's
Company stock fund are not subject to this election. Section 9.02 shall not
apply to benefits paid from the Alternate Investment Fund; distributions
attributable to the Alternate Investment Fund shall be paid in cash.
The accounts of all Participants in the Prior Plan as of January
1, 1994 shall be fully vested as of that date.
The participant loan provisions of the Prior Plan are not
continued under this Plan except that any loans outstanding to former
participants in the Prior Plan as of October 1, 1994 shall continue to be
administered pursuant to the provisions of the Prior Plan until such loans are
repaid in full or otherwise collected by the Plan.
Provisions of the Prior Plan regarding self-direction of accounts
by Prior Plan participants are not continued under this Plan.
4
<PAGE>
CODE SECTIONS 411(d)(6), 401(a)(4)-4 COMPLIANCE
Notwithstanding any provision to the contrary, a Participant's
accrued benefit and any early retirement benefits, retirement type subsidies or
optional forms of benefit under the Prior Plan shall not be reduced in a manner
which violates Code Section 411(d)(6) and the Regulations thereunder. The
Administrative Committee intends to comply with the special testing rules of
regulation Sections 1.401(a)(4)-4(b)(3) and/or 1.401(a)(4)-4(d). When
provisions of the Prior Plan conflict with this Plan, or this Plan does not
provide a benefit, right or feature on substantially the same terms as the Prior
Plan, the benefit, right or feature of the Prior Plan is eliminated
prospectively effective on the plan merger date. The protection provided by
Code Sections 411(d)(6) and 401(a)(4) is applied to prior accrued benefits as of
the merger date including subsequent income, expenses, gains and losses with
respect to the prior accrued benefit. Any protected benefit, right or feature
shall be available on the same terms as under the Prior Plan; however, the
benefit right or feature is limited to participants in the Prior Plan as of the
merger date (October 1, 1994). The paragraphs that follow identify Code Section
411(d)(6) protected benefits; however, the paragraphs are not exclusive.
Additional protected benefits may be identified by reason of additional
regulatory guidance or otherwise.
Pursuant to paragraph 21(b) of the Prior Plan Adoption Agreement,
a participant or his beneficiary could upon termination, retirement, death or
disability elect distribution in a lump sum, installment payments, life annuity
or 50% Qualified Joint and Survivor Annuity. The provisions of the Adoption
Agreement are implemented by Articles VII and VIII of the Basic Plan Document.
The optional forms of benefit allowed by paragraph 21 are continued under this
Plan with respect to a Participant's Prior Plan accrued benefit as of September
30, 1994. The protected optional forms of benefit are subject to the
restrictions of the Prior Plan. The Administrative Committee of this Plan will
adopt such procedures and policies as necessary to insure that protected
benefits continue to satisfy Sections 401(a)(11), 417, 401(a)(9) and other
applicable sections of the Code and the Regulations thereunder, including
amendments and modifications effective after September 30, 1994.
If any participant in the Prior Plan, who was not 100% vested,
separated from service on or before September 30, 1994 and received or is deemed
to have received a distribution pursuant to Article 6.3 of the Prior Plan,
resumes employment covered under this Plan, such participant shall have the
right to repay to the Plan the full amount of the distribution attributable to
Employer contributions on or before the earlier of the date that the participant
incurs 5 consecutive 1-year Breaks in Service following the date of distribution
or five years after the first date on which the participant is subsequently
reemployed. In such event, participant's account shall be restored to the value
thereof at the time the distribution was made.
(5) EMPLOYER STOCK PURCHASE PLAN OF CB&T FINANCIAL CORP. - From and
after October 1, 1994 accounts of former participants in the Employee Stock
Purchase Plan of CB&T Financial Corp. ("Prior Plan") shall be subject to the
following special provisions:
5
<PAGE>
GENERAL ADMINISTRATION
Prior Plan accounts designated for accounting purposes as
Elective Deferral or Qualified Non-Elective Contribution accounts become Pre-Tax
Matched Contribution Accounts, Prior Plan accounts designated as Matching
Contributions, Qualified Matching Contributions or Discretionary Contributions
become Matching Contribution Accounts, and Prior Plan accounts designated as
Rollover or Transfer Contributions become Transfer/Rollover Accounts. Employer
contributions made pursuant to the ESOP provisions of the Prior Plan shall
become part of the former participants Matching Contributions Account.
All prior service with CB&T Financial Corp. or any of its wholly
owned subsidiaries or a predecessor corporation of any of them shall be
recognized under this Plan for purposes of eligibility and vesting; however,
such prior service shall not be recognized for purposes of receiving an
allocation of any Employer contribution (benefit accrual) under this Plan for
any period prior to January 1, 1994. The accounts of all Participants in the
Prior Plan on January 1, 1994 shall be fully vested as of that date. This
paragraph is effective January 1, 1994.
The participant loan provisions of the Prior are not continued
under this Plan except that any loans outstanding to former participants in the
Prior Plan as of October 1, 1994 shall continue to be administered pursuant to
the provisions of the Prior Plan until such loans are repaid in full or
otherwise collected by the Plan.
CODE SECTIONS 411(d)(6), 401(a)(4)-4 COMPLIANCE
Notwithstanding any provision to the contrary, a Participant's
accrued benefit and any early retirement benefits, retirement type subsidies or
optional forms of benefit under the Prior Plan shall not be reduced in a manner
which violates Code Section 411(d)(6) and the Regulations thereunder. The
Committee intends to comply with the special testing rules of regulation
Sections 1.401(a)(4)-4(b)(3) and/or 1.401(a)(4)-4(d). When provisions of the
Prior Plan conflict with this Plan, or this Plan does not provide a benefit,
right or feature on substantially the same terms as the Prior Plan, the benefit,
right or feature of the Prior Plan is eliminated prospectively effective on the
plan merger date. The protection provided by Code Sections 411(d)(6) and
401(a)(4) is applied to prior accrued benefits as of the merger date including
subsequent income, expenses, gains and losses with respect to the prior accrued
benefit. Any protected benefit, right or feature shall be available on the same
terms as under the Prior Plan; however, the benefit right or feature is limited
to participants in the Prior Plan as of the merger date (October 1, 1994). The
paragraphs that follow identify Code Section 411(d)(6) protected benefits;
however, the paragraphs are not exclusive. Additional protected benefits may be
identified by reason of additional regulatory guidance or otherwise.
Pursuant to Section 11.02 of the Prior Plan, a Participant or his
beneficiary could upon termination, retirement, death or disability elect
distribution in a lump sum, installments or any combination of permitted forms.
The optional forms of benefit permitted by Section 11.02 and
6
<PAGE>
the special provisions of Sections 11.02 and 11.03 are continued under this Plan
with respect to a Participant's Prior Plan accrued benefit as of September 30,
1994. The protected optional forms of benefit are subject to the restrictions
of the Prior Plan. The Committee will adopt such procedures and policies as
necessary to insure that protected benefits continue to satisfy Section
401(a)(9) and other applicable sections of the Code and Regulations thereunder,
including amendments and modifications effective after September 30, 1994.
The Prior Plan held shares of CB&T Corp. that constituted
employer stock subject to the diversification rule of Code Section 401(a)(28).
This Code requirement was implemented by Section 11.08 of the Prior Plan. The
diversification requirements of Section 401(a)(28) are continued under this Plan
with respect to a Participant's Prior Plan accrued benefit as of September 30,
1994; provided, however, that the sole form of compliance shall be a
distribution from this Plan to a qualified participant. If a prior participant
exercises his election, distribution shall be made in Common Stock, in an amount
necessary to satisfy Code Section 401(a)(28); provided however, a Participant
may elect to receive a cash distribution pursuant to Section 9.02 of the Plan.
Distribution shall be made from the Participant's Matching Contribution Account
in a manner similar to that prescribed for an In-Service-Withdrawal pursuant to
Section 7.05(c) of this Plan as it was executed October 13, 1994, except the
Participant shall not be suspended from the Plan. The Committee will adopt such
procedures and policies as necessary to insure that the requirements of Code
Section 401(a)(28) are satisfied.
(6) THE EMPLOYER INVESTMENT PLAN OF THE FIRST NATIONAL BANK OF
MORGANTOWN - From and after October 1, 1994 accounts of former participants in
the Employer Investment Plan of the First National Bank of Morgantown ("Prior
Plan") shall be subject to the following special provisions:
GENERAL ADMINISTRATION
Prior Plan accounts designated for accounting purposes as
Elective Deferral Accounts become Pre-Tax Matched Contribution Accounts; Prior
Plan accounts designated as Employer Accounts become Matching Contribution
Accounts; Prior Plan accounts designated as Participant Accounts become
After-Tax Non-Matched Contribution Accounts; and, Prior Plan accounts designated
as Rollover Accounts become Transfer/Rollover Accounts.
All prior service with: The Huntington National Bank of West
Virginia, Huntington Bank of Martinsburg, N.A., Huntington National Bank of
Pennsylvania, The First National Bank of Morgantown, The Peoples National Bank
of Martinsburg, First Bank, N.A., Gallatin National Bank; and, First National
Bank and Trust of Washington, Pennsylvania; or a predecessor corporation of any
of them, shall be recognized under this Plan for purposes of eligibility and
vesting; however, such prior service shall not be recognized for purposes of
receiving an allocation of any Employer contribution (benefit accrual) under
this Plan for any period prior to January 1, 1994. The accounts of all
Participants in the Prior Plan on January 1, 1994 shall be fully vested as of
that date. This paragraph is effective January 1, 1994.
7
<PAGE>
Participants in the Prior Plan, who have directed investments,
may make a one-time irrevocable election to have their Prior Plan directed
account balances invested in the Alternate Investment Fund. Funds invested in
Common Stock are not subject to this election. The election (if available)
applies to all former Prior Plan accounts. An account or accounts may not be
apportioned between this Plan's Common Stock investment and the Alternate Fund.
Section 9.02 shall not apply to benefits paid from the Alternate Investment
Fund; distributions attributable to the Alternate Investment Fund shall be paid
in cash.
Provisions of the Prior Plan regarding self-direction of accounts
by Prior Plan participants are not continued under this Plan.
CODE SECTIONS 411(d)(6), 401(a)(4)-4 COMPLIANCE
Notwithstanding any provision to the contrary, a Participant's
accrued benefit and any early retirement benefits, retirement type subsidies or
optional forms of benefit under the Prior Plan shall not be reduced in a manner
which violates Code Section 411(d)(6) and the Regulations thereunder. The
Committee intends to comply with the special testing rules of regulation
Sections 1.401(a)(4)-4(b)(3) and/or 1.401(a)(4)-4(d). When provisions of the
Prior Plan conflict with this Plan, or this Plan does not provide a benefit,
right or feature on substantially the same terms as the Prior Plan, the benefit,
right or feature of the Prior Plan is eliminated prospectively effective on the
plan merger date. The protection provided by Code Sections 411(d)(6) and
401(a)(4) is applied to prior accrued benefits as of the merger date including
subsequent income, expenses, gains and losses with respect to the prior accrued
benefit. Any protected benefit, right or feature shall be available on the same
terms as under the Prior Plan; however, the benefit right or feature is limited
to participants in the Prior Plan as of the merger date (October 1, 1994). The
paragraphs that follow identify Code Section 411(d)(6) protected benefits;
however, the paragraphs are not exclusive. Additional protected benefits may be
identified by reason of additional regulatory guidance or otherwise.
If any Participant in the Prior Plan, who was not 100% vested,
separated from service on or before December 31, 1993 and is reemployed by an
Employer before five (5) consecutive 1-Year Breaks in Service, and such Prior
Plan Participant has received, or was deemed to have received, a distribution
of his entire vested interest prior to his reemployment, his forfeited account
shall be reinstated only if he repays the full amount distributed to him before
the earlier of five (5) years after the first date on which the Participant is
subsequently reemployed by an Employer or the close of the first period of five
(5) consecutive 1-year Breaks in Service commencing after the distribution, or
in the event of a deemed distribution, upon the reemployment of such former
participant. In the event the former participant does repay the full amount
distributed to him, or in the event of a deemed distribution, the undistributed
portion of the Participant's Prior Plan account must be restored in full,
unadjusted by and gains or losses occurring subsequent to the valuation date
coinciding with or preceding his termination. The source for such reinstatement
shall be an employer contribution in an amount which is sufficient to restore
any such forfeited accounts.
8
<PAGE>
(7) THE FIRST FEDERAL BANK FOR SAVINGS OF NORTHERN KENTUCKY 401(k)
PROFIT SHARING PLAN - From and after January 1, 1995 accounts of former
participants in the First Federal Bank for Savings of Northern Kentucky 401(k)
Profit Sharing Plan ("Prior Plan") shall be subject to the following special
provisions:
GENERAL ADMINISTRATION
Prior Plan accounts designated for accounting purposes as
Elective Deferral Accounts become Pre-Tax Matched Contribution Accounts; Prior
Plan accounts designated as Discretionary Contribution Accounts become Matching
Contribution Accounts; and Prior Plan accounts designated as Matching
Contribution Accounts become Matching Contribution Accounts.
All prior service with: Firstfed Northern Kentucky Bancorp, Inc.
or First Federal Bank for Savings of Northern Kentucky, or a predecessor
corporation, shall be recognized under this Plan for purposes of eligibility and
vesting; however, such prior service shall not be recognized for purposes of
receiving an allocation of any Employer contribution (benefit accrual) under
this Plan for any period prior to January 1, 1995. The accounts of all
Participants in the Prior Plan on December 31, 1994 shall be fully vested as of
that date. This paragraph is effective January 1, 1995.
Participants in the Prior Plan, who have directed investments,
may make a one-time irrevocable election to have their Prior Plan directed
account balances invested in the Alternate Investment Fund. Funds invested in
Common Stock are not subject to this election. The election (if available)
applies to all former Prior Plan accounts. An account or accounts may not be
apportioned between this Plan's Common Stock investment and the Alternate Fund.
.
Provisions of the Prior Plan regarding self-direction of accounts
by Prior Plan participants are not continued under this Plan.
CODE SECTIONS 411(d)(6), 401(a)(4)-4 COMPLIANCE
Notwithstanding any provision to the contrary, a Participant's
accrued benefit and any early retirement benefits, retirement type subsidies or
optional forms of benefit under the Prior Plan shall not be reduced in a manner
which violates Code Section 411(d)(6) and the Regulations thereunder. The
Committee intends to comply with the special testing rules of regulation
Sections 1.401(a)(4)-4(b)(3) and/or 1.401(a)(4)-4(d). When provisions of the
Prior Plan conflict with this Plan, or this Plan does not provide a benefit,
right or feature on substantially the same terms as the Prior Plan, the benefit,
right or feature of the Prior Plan is eliminated prospectively effective on the
plan merger date. The protection provided by Code Sections 411(d)(6) and
401(a)(4) is applied to prior accrued benefits as of the merger date including
subsequent income, expenses, gains and losses with respect to the prior accrued
benefit. Any protected benefit, right or feature shall be available on the same
terms as under the Prior Plan; however, the benefit right or feature is limited
to participants in the Prior Plan as of the merger date (January 1, 1995). The
paragraphs that follow identify Code Section 411(d)(6) protected benefits;
however, the paragraphs are not exclusive.
9
<PAGE>
Additional protected benefits may be identified by reason of additional
regulatory guidance or otherwise.
If any Participant in the Prior Plan, who was not 100% vested, separated
from service on or before December 31, 1994 and is reemployed by an Employer
before five (5) consecutive 1-Year Breaks in Service, and such Prior Plan
Participant has received, or was deemed to have received, a distribution of his
entire vested interest prior to his reemployment, his forfeited account shall be
reinstated only if he repays the full amount distributed to him before the
earlier of five (5) years after the first date on which the Participant is
subsequently reemployed by an Employer or the close of the first period of five
(5) consecutive 1-year Breaks in Service commencing after the distribution, or
in the event of a deemed distribution, upon the reemployment of such former
participant. In the event the former participant does repay the full amount
distributed to him, or in the event of a deemed distribution, the undistributed
portion of the Participant's Prior Plan account must be restored in full,
unadjusted by and gains or losses occurring subsequent to the valuation date
coinciding with or preceding his termination. The source for such reinstatement
shall be an employer contribution in an amount which is sufficient to restore
any such forfeited accounts.
Pursuant to paragraph 21 of the Prior Plan's adoption agreement,
a Participant could in cases of death, Disability or retirement elect
installment payments of their benefit. The optional form of benefit permitted
by paragraph 21 is continued under this Plan with respect to the provisions of
paragraph 21 with respect to a Participant's Prior Plan accrued benefits as of
December 31, 1994. The protected optional form of benefit is subject to the
restriction of the Prior Plan. The Committee will adopt such procedures and
policies as necessary to ensure that protected benefits continue to satisfy
Section 401(a)(9) and other applicable sections of the Code and Regulations
thereunder, including amendments and modifications effective after December 31,
1995.
(8) THE SECURITY NATIONAL BANK 401(k) PLAN - From and after May 1,
1995, accounts of former participants in the Security National Bank 401(k) Plan
shall be subject to the following special provisions:
GENERAL ADMINISTRATION
Prior Plan accounts shall be consolidated with the corresponding
accounts of this Plan.
All prior service with Security National Corporation or Security
National Bank shall be recognized under this Plan for purposes of eligibility
and vesting; however, such prior service shall not be recognized for purposes of
receiving an allocation of any Employer contribution (benefit accrual) under
this Plan for any period prior to May 1, 1995. The accounts of all Participants
in the Prior Plan on April 30, 1995 shall be fully vested as of that date. This
paragraph is effective May 1, 1995.
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Participants in the Prior Plan may make a one-time irrevocable
election to have their Prior Plan account balances invested in the Alternate
Investment Fund. The election applies to all former Prior Plan accounts. An
account or accounts may not be apportioned between this Plan's Common Stock
investment and the Alternate Fund.
CODE SECTIONS 411(d)(6), 401(a)(4)-4 COMPLIANCE
Notwithstanding any provision to the contrary, a Participant's
accrued benefit and any early retirement benefits, retirement type subsidies or
optional forms of benefit under the Prior Plan shall not be reduced in a manner
which violates Code Section 411(d)(6) and the Regulations thereunder. The
Committee intends to comply with the special testing rules of regulation
Sections 1.401(a)(4)-4(b)(3) and/or 1.401(a)(4)-4(d). When provisions of the
Prior Plan conflict with this Plan, or this Plan does not provide a benefit,
right or feature on substantially the same terms as the Prior Plan, the benefit,
right or feature of the Prior Plan is eliminated prospectively effective on the
plan merger date. The protection provided by Code Sections 411(d)(6) and
401(a)(4) is applied to prior accrued benefits as of the merger date including
subsequent income, expenses, gains and losses with respect to the prior accrued
benefit. Any protected benefit, right or feature shall be available on the same
terms as under the Prior Plan; however, the benefit right or feature is limited
to participants in the Prior Plan as of the merger date (May 1, 1995). There
appear to be no benefits that require protection except the right to repay
forfeiture.
If any Participant in the Prior Plan, who was not 100% vested, separated
from service on or before April 30, 1995 and is reemployed by an Employer before
five (5) consecutive 1-Year Breaks in Service, and such Prior Plan Participant
has received, or was deemed to have received, a distribution of his entire
vested interest prior to his reemployment, his forfeited account shall be
reinstated only if he repays the full amount distributed to him before the
earlier of five (5) years after the first date on which the Participant is
subsequently reemployed by an Employer or the close of the first period of five
(5) consecutive 1-year Breaks in Service commencing after the distribution, or
in the event of a deemed distribution, upon the reemployment of such former
participant. In the event the former participant does repay the full amount
distributed to him, or in the event of a deemed distribution, the undistributed
portion of the Participant's Prior Plan account must be restored in full,
unadjusted by and gains or losses occurring subsequent to the valuation date
coinciding with or preceding his termination. The source for such reinstatement
shall be an employer contribution in an amount which is sufficient to restore
any such forfeited accounts.
(9) THE RELIANCE BANK OF FLORIDA SAVINGS AND RETIREMENT PLAN - From
and after June 1, 1995, accounts of former participants in the Reliance Bank of
Florida Savings and Retirement Plan shall be subject to the following special
provisions:
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<PAGE>
GENERAL ADMINISTRATION
Prior Plan accounts shall be consolidated with the corresponding
accounts of this Plan.
All prior service with Reliance Bank of Florida shall be
recognized under this Plan for purposes of eligibility and vesting; however,
such prior service shall not be recognized for purposes of receiving an
allocation of any Employer contribution (benefit accrual) under this Plan for
any period prior to June 1, 1995. The accounts of all Participants in the Prior
Plan on May 31, 1995 shall be fully vested as of that date. This paragraph is
effective June 1, 1995.
Participants in the Prior Plan may make a one-time irrevocable
election to have their Prior Plan account balances invested in the Alternate
Investment Fund. The election applies to all former Prior Plan accounts. An
account or accounts may not be apportioned between this Plan's Common Stock
investment and the Alternate Fund.
CODE Sections 411(d)(6), 401(a)(4)-4 COMPLIANCE
Notwithstanding any provision to the contrary, a Participant's
accrued benefit and any early retirement benefits, retirement type subsidies or
optional forms of benefit under the Prior Plan shall not be reduced in a manner
which violates Code Section 411(d)(6) and the Regulations thereunder. The
Committee intends to comply with the special testing rules of regulation
Sections 1.401(a)(4)-4(b)(3) and/or 1.401(a)(4)-4(d). When provisions of the
Prior Plan conflict with this Plan, or this Plan does not provide a benefit,
right or feature on substantially the same terms as the Prior Plan, the benefit,
right or feature of the Prior Plan is eliminated prospectively effective on the
plan merger date. The protection provided by Code Sections 411(d)(6) and
401(a)(4) is applied to prior accrued benefits as of the merger date including
subsequent income, expenses, gains and losses with respect to the prior accrued
benefit. Any protected benefit, right or feature shall be available on the same
terms as under the Prior Plan; however, the benefit right or feature is limited
to participants in the Prior Plan as of the merger date (June 1, 1995). The
paragraphs that follow identify Code Section 411(d)(6) protected benefits;
however, the paragraphs are not exclusive. Additional protected benefits may be
identified by reason of additional regulatory guidance or otherwise.
If any Participant in the Prior Plan, who was not 100% vested, separated
from service on or before December 31, 1995 and is reemployed by an Employer
before five (5) consecutive 1-Year Breaks in Service, and such Prior Plan
Participant has received, or was deemed to have received, a distribution of his
entire vested interest prior to his reemployment, his forfeited account shall be
reinstated only if he repays the full amount distributed to him before the
earlier of five (5) years after the first date on which the Participant is
subsequently reemployed by an Employer or the close of the first period of five
(5) consecutive 1-year Breaks in Service commencing after the distribution, or
in the event of a deemed distribution, upon the reemployment of such former
participant. In the event the former participant does repay the full amount
distributed to him, or in the event of a
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<PAGE>
deemed distribution, the undistributed portion of the Participant's Prior Plan
account must be restored in full, unadjusted by and gains or losses occurring
subsequent to the valuation date coinciding with or preceding his termination.
The source for such reinstatement shall be an employer contribution in an amount
which is sufficient to restore any such forfeited accounts.
The Prior Plan's adoption agreement allowed a Participant in cases of
death, Disability or retirement to elect installment payments of their benefit.
This optional form of benefit is continued under this Plan with respect to a
Participant's Prior Plan accrued benefits as of May 31, 1995. The protected
optional form of benefit is subject to the restrictions of the Prior Plan. The
Committee will adopt such procedures and policies as necessary to ensure that
protected benefits continue to satisfy Section 401(a)(9) and other applicable
sections of the Code and Regulations thereunder, including amendments and
modifications effective after May 31, 1995.
13
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HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
SCHEDULE B
PREAMBLE
Effective July 1, 1997, Company's controlled group of corporations was
restructured with the merger of separately chartered banks into The Huntington
National Bank.
Part One of this Schedule lists Participating Employers as of September
30, 1994. Part Two lists additions and withdrawals from October 1, 1994 through
September 30, 1997. Part Three lists Participating Employers as of October 1,
1997. Subsequent additions and withdrawals will be maintained as part of Plan
records and noted on this Schedule by the Committee from time to time.
PART ONE
Participating Employers
(9-30-94)
Huntington Bancshares Incorporated
The Huntington National Bank
The Huntington Leasing Company
The Huntington State Bank
Huntington Bancshares Indiana, Inc.
The Huntington National Bank of Indiana
Huntington Bancshares Michigan, Inc. (1-1-89)
The Huntington Acceptance Company (7-1-88)
The Huntington Service Company (7-1-88)
Huntington Bancshares Kentucky, Inc. (1-1-89)
The Huntington Bank, Inc.
The Huntington Mortgage Company
The Huntington Financial Services Company (1-1-90)
The Huntington Trust Company, N.A. (1-1-88)
The Huntington Trust Company of Florida, N.A. (1-1-90)
The Huntington Asset Management Company
Huntington Banks of Michigan
The Huntington Investment Company
<PAGE>
Huntington Bancshares West Virginia, Inc.
Huntington National Bank of Pennsylvania
First Trust Savings Bank*
Huntington Capital Corp., formerly The Huntington Company
Huntington Federal Savings Bank of Illinois
Huntington Federal Savings Bank
Huntington National Bank West Virginia
Huntington Bank Martinsburg National Association
* does not participate in Huntington Bancshares Retirement Plan
PART TWO
ADDITIONS (October 1, 1994 through September 30, 1997)
For Employers joining by Plan merger, restrictions on Service and
Credited Service are noted at Schedule A. For Employers adopting the Plan
without a plan merger, restrictions on Service and Credited Service are noted at
this Part Two.
FIRST FEDERAL BANK FOR SAVINGS OF NORTHERN KENTUCKY (plan merger January
1, 1995)
FIRST SEMINOLE BANK (joinder July 1, 1995). Service and Credited
Service are not recognized prior to July 1, 1995.
SECURITY NATIONAL BANK (plan merger May 1, 1995)
RELIANCE BANK OF FLORIDA (plan merger June 1, 1995)
HUNTINGTON INSURANCE AGENCY SERVICES, INC. (joinder January 1, 1996).
Former employees of the Tice Agency who become employees of Huntington
Insurance Agency or, any affiliate or subsidiary of the Company as a
result of a transaction between Huntington Life Insurance Agency and
Tice and Associates Agency, Inc. shall have their Service and Credited
Service determined in accordance with the following rule.
For purposes of eligibility and vesting, all Service with the Tice
Agency will be recognized. Employment with the Tice Agency is not
recognized for purposes of Credited Service.
PEOPLES BANK OF LAKELAND (joinder February 1, 1996). All Service with
Peoples Bank shall be recognized. Credited Service shall not be
recognized with respect to any period prior to February 1, 1996.
2
<PAGE>
CITI-BANCSHARES, INC.
CITIZENS NATIONAL BANK OF LEESBURG (joinder March 1, 1997). All Service
with Citi Bancshares or Citizens Bank or a predecessor corporation shall
be recognized. Credited Service shall not be recognized with respect to
any period prior to March 1, 1997.
WITHDRAWALS (October 1, 1994 through September 30, 1997)
FIRST TRUST SAVINGS BANK, F.S.B. (March 31, 1995)
HUNTINGTON FEDERAL SAVINGS BANK OF ILLINOIS (June 14, 1995)
HUNTINGTON NATIONAL BANK OF PENNSYLVANIA (December 16, 1995)
PART THREE
Participating Employers (October 1, 1997)
Huntington Bancshares Incorporated
The Huntington National Bank
The Huntington State Bank
The Huntington Capital Corp.
Huntington Bancshares Ohio, Inc.
The Huntington Service Company
Huntington Insurance Agency Services, Inc.
Huntington Bancshares Florida, Inc.
Huntington Mortgage Company
Huntington Investment Company
Huntington Acceptance Company
The Huntington Leasing Company
3
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<PAGE>
EXHIBIT 24 (b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No. 33-46327) pertaining to the
Huntington Investment and Tax Savings Plan of our report dated January 14, 1998,
with respect to the consolidated financial statements of Huntington Bancshares
Incorporated included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Columbus, Ohio
April 1, 1998
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Huntington Investment and Tax Savings
Plan of our report dated January 16, 1997, relating to the consolidated
balance sheet of First Michigan Bank Corporation as of December 31, 1996, and
the related consolidated statements of income, shareholders' equity and cash
flows for the two years then ended, appearing in Huntington Bancshares
Incorporated's Annual Report on Form 10-K for the year ended December 31,
1997.
/s/ BDO Seidman, LLP
- ----------------------------
BDO Seidman, LLP
March 30, 1998
Grand Rapids, Michigan
