<PAGE>
As filed with the Securities and Exchange Commission on April 26, 1996
Registration No 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CORESTATES FINANCIAL CORP
-------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1899716
------------ ----------
(State of incorporation) (IRS Employer
Identification No.)
Philadelphia National Bank Building
Broad and Chestnut Streets
Philadelphia, PA 19107
----------------------------------- -----
(Address of Principal Executive (Zip Code)
Offices)
MERIDIAN BANCORP, INC., SAVINGS PLAN
------------------------------------
(Full title of the plan)
---------------------------
David T. Walker, Esq.
CoreStates Financial Corp
Philadelphia National Bank Building
Broad and Chestnut Streets
Philadelphia, PA 19107
(215) 973-5680
(Name, address and telephone number of agent for service)
____________________
Copy to:
Vernon Stanton, Jr.
DRINKER BIDDLE & REATH
Philadelphia National Bank Building
11th Floor
1345 Chestnut Street
Philadelphia, PA 19107-3496
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee(1)
Registered Per Share(1) Offering
Price(1)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 150,000 shares $39.0625 $5,859,375 $2020.47
par value $1.00
per share
====================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c). Computed based upon $ 39.0625 per share,
the average of the high and low prices of a share of Common Stock of the
Company reported in the New York Stock Exchange consolidated reporting
system on April 19, 1996. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
(Not required to be filed as part of this
registration statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Corestates Financial Corp (the "Company") hereby incorporates the
following documents into this registration statement by reference:
(a) The Company's latest Annual Report filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 or the latest Prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933 and the Plan's latest
Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, which contains, either directly or by incorporation by reference,
certified financial statements for the Company's latest fiscal year for which
such statements have been filed.
(b) The Company's Current Reports on Form 8-K dated January 8, 1996,
January 17, 1996, April 3, 1996, April 9, 1996 and April 17, 1996;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Reports or the Prospectus referred to in (a) above; and
(d) The description of the Company's Capital Stock which is contained
in the Prospectus included in the Registration Statement of CoreStates Financial
Corp on Form S-4 (No. 33-300067), under "Description of Capital Stock."
All reports subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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.
-1-
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Pennsylvania Business Corporation Law ("PBCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than a
derivative action by or in the right of such corporation) by reason of the fact
that the person is or was a representative of the corporation (or is or was
serving at the request of the corporation as a representative of another
corporation) against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action or proceeding, if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The PBCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
threatened, pending or completed derivative action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to such corporation
unless the court of common pleas of the judicial district embracing the county
in which the registered office of the corporation is located or the court in
which such action was bought determines upon application that such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
The PBCL provides that the indemnification described above shall not
be deemed exclusive of other indemnification that may be granted by a
corporation pursuant to its By-Laws, disinterested directors' vote,
shareholders' vote, agreement or otherwise; provided that the indemnification
--------
shall not be made in any case where the act or failure to act giving rise to the
claim
-2-
<PAGE>
for indemnification is determined by a court to have constituted willful
misconduct or recklessness.
The PBCL also empowers corporations to purchase and maintain insurance
on behalf of any person who is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative for another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability as described above.
The Articles of Incorporation of CoreStates Financial Corp (the
"Registrant") provide that no director or officer of the Registrant, as such,
shall be personally liable to the Registrant or its shareholders for monetary
damages for any action taken, or any failure to take any action, except where
the director or officer (a) has breached or failed to perform the duties of his
or her office under the Registrant's Articles of Incorporation, By-laws or
applicable provisions of law and such breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness, (b) is responsible or liable
pursuant to a criminal statute or (c) is responsible or liable for the payment
of taxes pursuant to local, state or federal law.
Pursuant to the Registrant's By-laws, the Registrant is obligated to
indemnify an Indemnified representative (as defined below) against any Liability
(as defined below) incurred in connection with any Proceeding (as defined below)
in which the Indemnified representative may be involved as a party or otherwise,
by reason of the fact that such person is or was serving in an Indemnified
capacity (as defined below), including, without limitation, liabilities
resulting from any actual or alleged breach or neglect of duty, error,
misstatement or misleading statement, negligence, gross negligence or act giving
rise to strict or products Liability, except:
(i) where such indemnification is expressly prohibited by
applicable law, or
(ii) where the conduct of the Indemnified representative has been
determined to constitute willful misconduct or recklessness within the meaning
of 42 Pa.C.S. ((S)) 8365(b) (now a reference to PBCL ((S)) 1746(b)) or any
superseding provision of law, sufficient in the circumstances to bar
indemnification against Liabilities arising from the conduct.
For purposes of the foregoing,
"Indemnified capacity" means any and all past, present and future
service by an indemnified representative in one or
-3-
<PAGE>
more capacities as a director, officer, employee or agent of the Registrant, or,
at the request of the Registrant, as a director, officer, employee, agent,
fiduciary or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise;
"Indemnified representative" means any and all directors and officers
of the Registrant and any other person designated as an indemnified
representative by the Board of Directors of the Registrant (which may, but need
not, include any person serving at the request of the Registrant, as a director,
officer, employee, agent, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise);
"Liability" means any damage, judgment, amount paid in settlement,
fine, penalty, punitive damages, excise tax assessed with respect to an employee
benefit plan, or other cost or expense of any nature (including, without
limitation, attorneys' fees and disbursements); and
"Proceeding" means any threatened, pending or completed action, suit,
appeal or other proceeding of any nature, whether civil, criminal,
administrative or investigative, whether formal or informal, and whether brought
by or in the right of the Registrant, a class of its security holders or
otherwise.
The Registrant's By-laws provide that to further effect, satisfy or
secure indemnification obligations, the Registrant may maintain insurance,
obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow,
cash collateral or other fund or account, enter into indemnification agreements,
pledge or grant security interests in any assets or properties of the
Registrant, or enter into any other arrangement as the Board of Directors of the
Registrant deems appropriate.
The By-laws also specify that the right to indemnification provided
thereby is a contract right and entitles the persons to be indemnified to be
reimbursed for the expense of prosecuting any such claim against the Registrant
and to have all expenses incurred in advance of the final disposition of a
proceeding paid by the Registrant upon the receipt of an undertaking by or on
behalf of such persons to repay such amounts if it ultimately is determined in
an arbitration proceeding conducted pursuant to the Registrant's By-laws that
such persons are not entitled to be indemnified by the Registrant. The rights
to indemnification and advancement of expenses granted pursuant to the By-laws
continue as to a person who has ceased to be an Indemnified representative in
respect of matters prior to such time and inure to the benefit of
representatives of such a person.
-4-
<PAGE>
Any dispute related to the right to indemnification or advancement of
expenses as indemnification for liabilities arising under the Securities Act of
1933 which the Registrant has undertaken to submit to a court for adjudication
shall be decided only by arbitration in accordance with the commercial
arbitration rules then in effect of the American Arbitration Association. Any
award entered by the arbitrators shall be final, binding and nonappealable and
judgement may be entered thereon by any party in accordance with applicable law
in any court of competent jurisdiction.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4 Instruments defining the rights of security holders: Meridian
Bancorp, Inc. Savings Plan
5 The Company has submitted or will submit the Meridian Bancorp,
Inc. Savings Plan and any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify such
Plan.
23.1 Consent of Ernst & Young LLP as to the financial statements of
Corestates Financial Corp.
23.2 Consent of KPMG Peat Marwick LLP as to the financial statements
of Meridian Bancorp, Inc.
23.3 Consent of KPMG Peat Marwick LLP as to the financial statements
of Constellation Bancorp
23.4 Consent of KPMG Peat Marwick LLP as to the financial statements
of United Counties Bancorporation
23.5 Consent of Coopers and Lybrand LLP as to the financial statements
of Independence Bancorp, Inc.
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
------------
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which,
-5-
<PAGE>
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any duration from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in value
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" Table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for purposes of determining liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's Annual Report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(a) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed a new registration statement relating to the securities offered therein,
and the
-6-
<PAGE>
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Company pursuant to the foregoing provisions or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
-7-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized in the City of Philadelphia, Commonwealth of Pennsylvania on April
22, 1996.
CORESTATES FINANCIAL CORP
By: /s/ Terrence A. Larson
-----------------------
Chief Executive Officer
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.
Signatures Title Date
- ------------------------------ --------------------- --------------
/s/ Terrence A. Larsen Director, Chairman of April 22, 1996
- ------------------------------ the Board and Chief
Terrence A. Larsen Executive Officer
/s/ David E. Sparks Chief Financial April 22, 1996
- ------------------------------ Officer
David E. Sparks
/s/ Christopher J. Carey Controller April 22, 1996
- ------------------------------
Christopher J. Carey
Robert W. Cardy* Director April 22, 1996
- ------------------------------
Robert W. Cardy
Carlton E. Hughes* Director April 22, 1996
- ------------------------------
Carlton E. Hughes
Ernest E. Jones* Director April 22, 1996
- ------------------------------
Ernest E. Jones
-8-
<PAGE>
Herbert Lotman* Director April 22, 1996
- ------------------------------
Herbert Lotman
George V. Lynett* Director April 22, 1996
- ------------------------------
George V. Lynett
Director April 22, 1996
- ------------------------------
Marlin Miller, Jr.
Samuel A. McCullough* Director April 22, 1996
- ------------------------------
Samuel A. McCullough
Patricia A. McFate* Director April 22, 1996
- ------------------------------
Patricia A. McFate
Director April 22, 1996
- ------------------------------
Lawrence R. Pugh
James M. Seabrook, Sr.* Director April 22, 1996
- ------------------------------
James M. Seabrook, Sr.
Raymond W. Smith* Director April 22, 1996
- ------------------------------
Raymond W. Smith
George Strawbridge, Jr.* Director April 22, 1996
- ------------------------------
George Strawbridge, Jr.
Peter S. Strawbridge* Director April 22, 1996
- ------------------------------
Peter S. Strawbridge
Judith M. von Seldeneck* Director April 22, 1996
- ------------------------------
Judith M. von Seldeneck
* by /s/ Terrance A. Larson
----------------------------
Attorney-In-Fact
-9-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Meridian Bancorp Inc., Savings Plan ("Plan") has duly
caused this registration statement to be signed on behalf of the Plan by the
undersigned, thereunder duly authorized, on April 22, 1996.
MERIDIAN BANCORP INC., SAVINGS PLAN
By: /s/ Maureen Pugh
----------------------------------
Title: Senior Vice President
-10-
<PAGE>
EXHIBIT INDEX
-------------
Description Number Page
- ----------- ------ ----
Meridian Bancorp Inc., Savings Plan 4
Consent of Ernst & Young LLP as to the financial 23.1
statements of Corestates Financial Corp.
Consent of KPMG Peat Marwick LLP as to the 23.2
financial statements of Meridian Bancorp, Inc.
Consent of KPMG Peat Marwick LLP as to the 23.3
financial statements of Constellation Bancorp.
Consent of KPMG Peat Marwick LLP as to the 23.4
financial statements of United Counties Bancorporation.
Consent of Coopers & Lybrand LLP as to the financial 23.5
statements of Independence Bancorp, Inc.
Powers of Attorney 24
-11-
<PAGE>
EXHIBIT 4
MERIDIAN BANCORP, INC.
---------------------
SAVINGS PLAN
------------
<PAGE>
MERIDIAN BANCORP, INC.
----------------------
SAVINGS PLAN
------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PREFACE..................................................................... 1
ARTICLE I DEFINITIONS............................................... 2
ARTICLE II ELIGIBILITY AND PARTICIPATION............................. 14
ARTICLE III PARTICIPANT CONTRIBUTIONS................................. 17
ARTICLE IV EMPLOYER MATCHING CONTRIBUTIONS........................... 34
ARTICLE V INVESTMENT OF CONTRIBUTIONS............................... 43
ARTICLE VI VALUATION OF PARTICIPANTS' ACCOUNTS....................... 44
ARTICLE VII PLAN BENEFITS............................................. 47
ARTICLE VIII PAYMENT OF BENEFITS....................................... 50
ARTICLE IX WITHDRAWALS AND LOANS DURING EMPLOYMENT................... 54
ARTICLE X DUTIES OF THE TRUSTEE..................................... 59
ARTICLE XI ADMINISTRATION............................................ 60
ARTICLE XII AMENDMENT AND TERMINATION................................. 66
ARTICLE XIII GENERAL PROVISIONS........................................ 67
ARTICLE XIV TOP-HEAVY PROVISIONS...................................... 69
ARTICLE XV EMPLOYEE STOCK OWNERSHIP PROVISIONS....................... 71
SIGNATURE PAGE.............................................................. 81
</TABLE>
(i)
<PAGE>
PREFACE
-------
The purpose of this Plan is to encourage and assist Eligible Employees in
adapting a regular savings program and to help provide additional security for
their retirement. In addition, the employee stock ownership provisions of this
Plan will provide for investment of funds primarily in employer securities which
will enable Eligible Employees to acquire an ownership interest in the Company
while providing an additional source of retirement income.
It is the intention of the Company that this Plan and any Trust which is part of
this Plan meet the requirements of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA") and be qualified and exempt under Sections 401(a),
401(k), 4975(e)(7) and 501(a) of the Internal Revenue Code of 1986, as amended
from time to time (the "Code").
1
<PAGE>
ARTICLE I
---------
DEFINITIONS
-----------
Unless otherwise required by the context, the following definitions will apply:
1.1 "Accrued Benefit" means, with respect to any Employee at any time, the
-----------------
value of the Participant's Account and the Participant's Prior
Account.
1.2 "Affiliated Company" means the Company and:
--------------------
(a) Any other company which is included within a "controlled group of
corporations including Meridian Bancorp, Inc., as determined
under Code Section 1563 without regard to subsections (a)(4) and
(e)(3)(C) of said Section 1563, except that, with respect to the
benefit limitation set forth in Section 4.4, such determination
under Code Section 1563 will be made assuming the phrase "more
than 50%" were substituted for the phrase "at least 80%" each
place it appears in Code Section 1563 (a)(1),
(b) any other trades or businesses (whether or not incorporated)
which, based on principles similar to those defining a
"controlled group of corporations" for the purposes of (a) above,
are under common control, or which constitute an affiliated
service group as defined in Code Section 414 (m)(2), and
(c) any other organization so designated by the Board of Directors.
1.3 "Basic Contributions" means an amount of Earnings which a Participant
---------------------
has elected to defer receiving in cash, under a written salary
reduction agreement under Section 3.1(a) in a form adopted by the Plan
Administrator, and, in lieu of receiving such amount in cash, the
Participant has authorized an Employer to contribute to the Plan on
the Participant's behalf. Such contribution will be deemed to be an
Employer contribution under this Plan. With respect to any taxable
year, a Participant's Basic Contribution 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 Code Section 401(k), any simplified employee pension cash
or deferred arrangement as described in Code Section 402(h)(1)(B), any
eligible deferred
2
<PAGE>
compensation plan under Code Section 457, any plan as described under
Code Section 501(c)(18), and any Employer contributions made on behalf
of a Participant for the purchase of an annuity contract under Code
Section 403(b) pursuant to a salary reduction agreement. Basic
Contributions shall not include any deferrals properly distributed as
Excess Basic contributions.
1.4 "Board of Directors" means the Board of Directors of Meridian Bancorp,
--------------------
Inc.
1.5 "Break in Service" will occur at the end of any Computation Period
------------------
during which the Employee does not perform at least 500 Hours of
Service.
1.6 "Code" means the Internal Revenue Code of 1986, as amended, and any
------
rule or regulation promulgated thereunder.
1.7 "Committee" means those individuals who have been appointed to the
-----------
Savings Plan Committee by the Board of Directors with the powers and
responsibilities specified in Article XI.
1.8 "Company" means Meridian Bancorp, Inc.
---------
1.9 "Computation Period" means:
--------------------
(a) For purposes of determining an Employee's eligibility to
participate in the Plan, a 12 consecutive-month period beginning
on such Employee's employment commencement date, and each
succeeding 12-consecutive-month period beginning an the
anniversary date of such Employee's employment commencement date.
An Employee's employment commencement date is the first day for
which an Employee is entitled to be credited with an Hour of
Service; and
(b) For all other purposes of the Plan, the calendar year.
1.10 "Earnings" means an Employee's salary or wages including shift
----------
differential, but excluding overtime, severance, bonuses and/or
incentive compensation, commissions, any reimbursement for expenses
paid to an Employee by the Employer, contributions to any nonqualified
deferred compensation arrangement, any Employer contributions to
provide welfare benefits or imputed income amounts which result under
Code Section 79. "Overtime" means wages for hours worked in excess
3
<PAGE>
of 40 hours per week. Earnings shall be determined prior to
calculating any salary reduction amounts for the Participant.
Notwithstanding anything in the Plan to the contrary, "Earnings" shall
mean, effective January 1, 1992, for an Employee who is compensated on
a commission-only basis, any commissions paid to such Employee by the
Employer during the Plan Year. For Plan Years beginning after
December 31, 1988, the annual Earnings of each Participant taken into
account under' the Plan for any Plan Year shall not exceed $200,000.
This limitation shall be adjusted by the Secretary at the same time
and in the same manner as under Code Section 415(d).
In determining the earnings of a Participant for purposes of this
limitation, the rules of Code Section 414(q)(6) shall apply, except in
applying such rules, the term "family" shall include only the Spouse
of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the Plan Year. If, as a
result of the application of such rules the adjusted $200,000
limitation is exceeded, then (except for purposes of determining the
portion of earnings up to the integration level if this Plan provides
for permitted disparity), the limitation shall be prorated among the
affected individuals in proportion to each such individuals earnings
as determined under this section prior to the application of this
limitation.
If earnings for any prior Plan Year are taken into account in
determining an Employee's contributions or account in determining an
Employee's contributions or benefits for the current year, the
earnings for such prior year is subject to the applicable annual
earnings limit in effect for that prior year. For this purpose, for
Plan Years beginning before January 1, 1990, the applicable annual
earnings limit is $200,000. However, such term shall not include
deferred compensation, stock options, and other distributions or
payments which are not includible in the gross income of the Employee
under Code Sections 125, 402(a)(8), 402(h) and 403(b); nor for
purposes of the determination and allocation of contributions, shall
such term include amounts received by an Employee during a Plan Year
before he commences or resumes participation. Earnings during a
period of Total and Permanent Disability will be the Participant's
Earnings rate at the date of disability.
4
<PAGE>
1.11 "Effective Date" means April 1, 1984 and, as to any amendment,
----------------
the effective date specified by the Board of Directors.
1.12 "Eligible Employee" means any Employee, employed by an Employer, who
-------------------
has completed at least one month of Service, other than an Employee
who is included in a collective bargaining unit which is a party to a
collective bargaining agreement with an Employer, and with respect to
which retirement benefits were the subject of good faith bargaining,
and this Plan has not been made a part of a collective bargaining
agreement, pursuant to such good faith bargaining.
1.13 "Employee" means any person employed by the Company or an Affiliated
----------
Company. The term Employee shall also include any leased employee, as
defined in Code Section 414(n), who is deemed to be an Employee as
provided in Code Sections 414(n) or (o).
1.14 "Employer" means the Company and any Affiliated Company that has
----------
adopted this Plan with the approval of the Company.
1.15 "ERISA" means the Employee Retirement Income Security Act of 1974, as
-------
amended, and any regulations issued pursuant thereto.
1.16 "Full Participant" means (A) an Employee who has satisfied the
------------------
requirements described under Section 2.1(a) and who has elected to
participate in the Plan as described under Section 2.3, and (B) any
other Eligible Employee who (i) has completed two (2) Computation
Periods, whether or not consecutive and (ii) has elected to
participate in this Plan as described under Section 2.3.
Notwithstanding anything in the Plan to the contrary, an Employee of
the Employer who is compensated on a commission-only basis is not a
Full Participant under the Plan and is not eligible to receive an
Employer Matching contribution pursuant to Section 4.1.
1.17 "Fund" means the assets held by the Trustee in accordance with this
------
Plan and consists of separate Funds as described below.
(a) Fund A shall be invested in such common stock and/or collective
trust funds which invests primarily in common stock as the
Investment Manager (or if none is appointed, the Committee) shall
direct. In making such investments, neither the Committee nor
the Investment Manager
5
<PAGE>
shall be restricted, subject to the provisions of ERISA, to
securities of the character authorized or required by law for
trust investment. Notwithstanding the foregoing provisions of
this Section, the Trustee may hold such portion of the assets of
Fund A in cash or short-term investments as the Committee deems
necessary to meet expenses and the near-term distribution and
transfer requirements of the fund.
(b) Fund B shall be invested in such certificates of deposit,
Treasury Bills, Treasury Notes and/or other government
obligations as the Investment Manager (or if none shall have been
appointed, the Committee) shall direct. In making such
investments, neither the Committee nor the Investment Manager
shall be restricted, subject to the provisions of ERISA, to
securities of the character authorized or required by law for
trust investment. Notwithstanding the foregoing provisions of
this Section, the Trustee may hold such portion of the assets of
Fund B in cash or short-term investments as the Committee deems
necessary to meet expenses and the near-term distribution and
transfer requirements of the fund.
(c) Fund C shall be invested in Meridian Bancorp, Inc. common stock.
Notwithstanding the foregoing provisions of this Section, the
Trustee may hold such portion of the assets of Fund C in cash or
short-term investments as the Committee deems necessary to meet
expenses and the near-term distribution and transfer requirements
of the fund.
(d) Fund D shall be invested in obligations of the United States
Government and its Agencies, and prime or first quality
commercial paper and debt instruments of United States
corporations. Notwithstanding the foregoing provisions of this
Section, the Trustee may hold such portion of the assets of Fund
1 in cash or short-term investments as the Committee deems
necessary to meet expenses and the near-term distribution and
transfer requirements of the fund.
(e) Fund 1 shall be invested in Meridian Bancorp, Inc. Series B
Cumulative Convertible Preferred Stock. Notwithstanding the
foregoing provisions of this section, the Trustee may hold such
portion of the assets of Fund 1 in cash or short-term investments
6
<PAGE>
as the Committee deems necessary to meet expenses and the near-
term distribution and transfer requirements of the fund.
(f) Fund 2 shall be invested in Meridian Bancorp, Inc. common stock.
Notwithstanding the foregoing provisions of this Section, the
Trustee may hold such portion of the assets of Fund 2 in cash or
short-term investments as the Committee deems necessary to meet
expenses and the near-term distribution and transfer requirements
of the fund.
The description of the above investment characteristics of each
of these Funds will not limit or prevent the Trustee or
Investment Manager, in its discretion, from holding any portion
of a Fund in cash or other forms of short-term securities. In
addition, the Committee, at its discretion, may add Funds to, or
delete Funds from, the listing of Funds described above.
1.18 "Hour of Service" means:
-----------------
(a) Each hour for which an Employee is paid, or entitled to payment,
for the performance of duties for the Company or an Affiliated
Company;
(b) Each hour for which an Employee is paid, or entitled to payment,
by the Company or an Affiliated company 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),
jury duty, military duty or leave of absence;
(c) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Company or an
Affiliated Company, provided that the same Hours of Service shall
not be credited under Section 1.18(a) or Section 1.18(b) and
under Section 1.18(c).
(d) Notwithstanding Section 1.18(b),
(i) Hours of Service shall not be credited under Section
1.18(b) to an Employee for payment made or due under a
plan maintained solely for the purpose of complying with
any applicable workers' compensation,
7
<PAGE>
unemployment compensation or disability insurance laws;
(ii) Hours of Service shall not be credited under Section
1.18(b) to an Employee for any payment which solely
reimburses him for medical or medically related expenses
he has incurred; and
(iii) Hours of Service shall not be credited under Section
1.18(b) to an Employee for any payments made or due under
this Plan or any other pension or profit-sharing plan
maintained by the Employer.
(e) In the case of a payment which is made, or due, on account of a
period during which an Employee performs no duties, and which
results in the crediting of Hours of Service under Section
1.18(b), or in the case of an award or agreement for back pay, to
the extent that such award or agreement is made with respect to a
period described in Section 1.18(b), the number of Hours of
Service to be credited shall be determined in accordance with the
applicable regulations prescribed by the Secretary of Labor set
forth in 29 CFR (S)2530.200b-2(b).
(f) Hours of Service described in Section 1.18(a), 1.18(b) and
1.18(c) shall be credited to service Computation Periods in
accordance with the applicable regulations prescribed by the
Secretary of Labor and set forth in 29 CFR (S)2530.200b-2(c).).
(g) In the case of an Employee who is on leave of absence for service
on active duty in the Armed Forces of the United States, such
Employee shall receive upon return to the service of the
Employer, in addition to credit for Hours of Service to which
Employee is entitled under this Section 1.18, such other credit
as may be prescribed by Federal laws relating to military and
veterans' reemployment rights.
(h) The number of Hours of Service to be credited to an Employee in a
Plan Year shall be determined in the following manner:
(i) In the case of an Employee for whom the Employer
maintains records of hours worked and hours for which
payment is made or due,
8
<PAGE>
the number of Hours of Service to be credited to such
Employee in a Plan Year shall be determined from such
records.
(ii) in the case of an Employee for whom the Company or
Affiliated Company does not maintain records of hours
worked and hours for whom payment is made or due, the
number of Hours of Service to be credited to such Employee
in a Plan Year shall be determined under the equivalency
method described below. An Employee shall be credited
with 10 Hours of Service for each day in which such
Employee would otherwise be credited with at least one
Hour of Service. The Plan Administrator may apply the
equivalency method of determining Hours of Service to one
or more periods of time (including periods of time prior
to the Effective Date) or to one or more classifications
of Employees, provided, however, that each such
application shall be consistently applied and shall not be
used in a manner to preclude an Employee from obtaining a
benefit under this Plan. Where the Plan Administrator
uses the equivalency method, the Plan Administrator shall
prepare a written document which describes the application
of such method; such document shall be maintained with the
records of the Plan.
(i) An individual who is absent from employment (1) by reason of the
pregnancy of the individual, (2) by reason of the birth of a
child of the individual, (3) by reason of the placement of a
child with the individual in connection with the adoption of such
child by such individual, or (4) for purposes of caring for the
child during the period immediately following such birth or
placement, shall be credited, for purpose of determining whether
such individual has incurred a Break in Service, with (i) the
Hours of Service which normally would have been credited to such
individual except for such absence, or (ii) if the Hours of
Service which otherwise would normally have been credited to such
individual cannot be determined, 8 Hours of Service per day of
such absence. The total number of Hours of Service credited
under this section shall not exceed 501 Hours of Service. Such
Hours of Service shall be credited only in the applicable
Computation Period in which the absence
9
<PAGE>
from employment begins, if necessary to prevent the individual
from incurring a Break in Service in such Computation Period or,
in all other cases, in the immediately following Computation
Period.
(j) Hours of Service will also be credited for any individual
considered an Employee for purposes of this Plan under code
Section 414(n) or (a).
1.19 "Investment Manager" means any individual or organization appointed by
--------------------
the Committee who (except for Plan assets managed, acquired, or
disposed of by the Participant Loan Officer):
(a) has the power to manage, acquire or dispose of any asset of the
Plan;
(b) is:
(i) registered as an investment advisor under the Investment
Advisors Act of 1940, or
(ii) a bank, as defined in the Investment Advisors Act of
1940, or
(iii) an insurance company qualified to perform services
described in subparagraph (a) under the laws of more than
one State; and
(c) has acknowledged in writing that it is a fiduciary with respect
to the Plan.
1.20 "Limited Participant" means an Eligible Employee who (i) has not
---------------------
completed two (2) Computation Periods, whether or not consecutive,
(ii) has elected to participate in this Plan as described under
Section 2.3 and (iii) is compensated on a commission-only basis.
1.21 "Named Fiduciaries" means the Board of Directors, the Committee, the
-------------------
Trustee, the Investment Manager, the Plan Administrator, the
Participant Loan Officer, and any other person or entity so designated
in writing by the Committee or pursuant to the terms of the Trust
Agreement.
1.22 "Normal Retirement Age" means the attainment of age 65.
-----------------------
1.23 "Plan" means the Meridian Bancorp, Inc. Savings Plan as set forth in
------
this document and as it may from time to time be amended.
10
<PAGE>
1.24 "Plan Administrator" means the individual or entity designated as
--------------------
such by the Committee pursuant to Article XI.
1.25 "Plan Year" means the annual period beginning on January 1, and ending
-----------
on the following December 31.
1.26 "Participant" means a Full Participant and a Limited Participant.
-------------
1.27 "Participant Loan Officer" means the individual or entity designated
--------------------------
as such by the Committee pursuant to Article IX.
1.28 "Participant's Account" or "Account" means, as of any Valuation Date,
------------------------------------
the amount of Basic and Supplemental Contributions and the Employer's
Matching Contributions and Discretionary Contributions allocated on
behalf of the Participant, adjusted to reflect any withdrawals and
distributions, investment earnings and losses attributable to such
contributions, and the market value of the Fund(s).
1.29 "Participant's Prior Account" means, as of any Valuation Date:
-----------------------------
(i) the value of a Participant's Account balance
attributable to Employer and Employee contributions
allocated on behalf of such Participant and transferred to
this Plan from the Meridian Bancorp, Inc. Profit Sharing
and Deferred Pension Plan (AM), and/or from the Stock
Purchase Program for Employees of Meridian Bancorp, Inc.
and its Affiliated Companies (AM) and/or the Central Penn
National Bank Employees' Deferred Compensation and
Supplemental Income Plan as of March 31, 1984,
(ii) the value of a Participant's Account balances
attributable to Employer and Employee contributions
allocated on behalf of such Participant and transferred to
this Plan from the First National Bank of Allentown
Savings Plan as of December 31, 1984, and/or
(iii) the value of any amounts attributable to Employer and
Employee contributions allocated on behalf of a
Participant and transferred to this Plan from other
11
<PAGE>
qualified retirement plan as approved by the Plan
Administrator,
adjusted to reflect any withdrawals and distributions, investment
earnings and losses attributable to such amounts, and the market value
of the Fund(s). No Employee or Employer contributions shall be made
to a Participant's Prior Account after the date of transfer to this
Plan, and separate records shall be maintained for said account by the
Plan Administrator.
1.30 "Predecessor Company" means any organization which through an
---------------------
acquisition, merger or reorganization becomes an Affiliated Company.
1.31 "Service" means a period of an Employee's employment by the Company,
---------
an Affiliated Company or, to the extent recognized by the Company, a
Predecessor Company. The determination of Service will be subject to
the following rules:
(a) The computation of service will be made on the basis of (i) the
months of Service completed by the Employee, and (ii) the Hours
of Service credited to the Employee during a Computation Period.
(b) For purposes of Section 1.12, the term three months of Service
means a 1-month period beginning on the Employee's employment
commencement date during which he is credited with at least one
Hour of Service.
(c) If a Participant incurs a Break in Service and is reemployed by
the Employer, the Participant's Service before and after the
Break in Service will be aggregated for purposes of this Plan.
1.32 "Supplemental Contributions" means Employee contributions made through
----------------------------
a written payroll deduction agreement under Section 3.1(b), as
authorized by a Participant in a form adopted by the Plan
Administrator.
1.33 "Total Disability" means a physical or mental impairment that would
------------------
qualify the Employee for disability benefits under the formal long-
term disability program of the Participant's Employer. All
determinations of Total Disability will be made on a uniform and
consistent basis applicable to all Employees in similar circumstances.
12
<PAGE>
1.34 "Trust" means all property held by the Trustee pursuant to this Plan.
-------
1.35 "Trust Agreement" means the agreement between the Employer and the
-----------------
Trustee as amended from time to time.
1.36 "Trustee" means any person or organization selected by the Committee
---------
to serve as Trustee pursuant to the provisions of the Trust agreement.
1.37 "Valuation Date" means the date as of which the Trustee determines the
----------------
value of the Funds, which will be the last day of each calendar
quarter on which the New York Stock Exchange is open.
13
<PAGE>
ARTICLE II
----------
ELIGIBILITY AND PARTICIPATION
-----------------------------
2.1 Eligibility Requirements.
------------------------
(a) Any Employee who was a Participant in the Meridian Bancorp, Inc.
Profit Sharing and Deferred Compensation Plan (AM) and/or the
Stock Purchase Program for Employees of Meridian Bancorp, Inc.
and its affiliated companies (AM) and/or the Central Penn
National Bank Employees, Deferred Compensation and Supplemental
Income Plan, on March 31, 1984, or who was eligible to
participate in the above-said plans on that date, or any Central
Penn National Bank Employees who were hired in calendar year
1982, shall be eligible to become a Full Participant in this Plan
on April 1, 1984. Any Employee who was a Participant in the
First National Bank of Allentown Savings Plan an December 31,
1984, or who was eligible to participate in said Plan on that
date, shall be eligible to become a Full Participant in the Plan
on January 1, 1985. Any other First National Bank of Allentown
Employee who was hired before October 1, 1984 shall be eligible
to become a Full Participant upon his completion of a Computation
Period during which he is credited with 1,000 or more Hours of
Service. Any Employee who was a Participant in the Retirement and
Savings Plan of Delaware Trust Company on December 31, 1988 or
who was employed by Delaware Trust Company an that date and had
met the requirements of Section 1.16(B)(ii) and (iii) shall be
eligible to become a Full Participant in this Plan on January 1,
1989.
(b) Any other Eligible Employee may become a Participant in this Plan
upon meeting the requirements of a Full Participant and/or a
Limited Participant as described in Article I and upon electing
to participate as described under Section 2.3.
(c) An Eligible Employee may begin to participate as of the first pay
period following the date the eligibility requirements are
satisfied, or as of any pay period thereafter while employed by
the Employer.
(d) Participation in this Plan by Eligible Employees is completely
voluntary.
14
<PAGE>
(e) Notwithstanding anything contained in this Plan to the contrary,
any Employee who (a) on October 13, 1989, was employed by Hill
Financial Savings Association ("Hill") and would be eligible to
participate in this Plan or (b) subsequent to such date, is
employed in a capacity primarily related to the operations of
Hill as such operations existed on such date and would be
eligible to participate in this Plan shall be eligible to
participate in this Plan on July 1, 1990.
(f) Notwithstanding anything contained in this Plan to the contrary,
any Employee who (i) on March 20, 1992, was employed by Bell
Federal Savings Bank ("Bell") and would be eligible to
participate in this Plan or (ii) subsequent to March 20, 1992 is
employed in a capacity primarily related to the operations of
Bell as such operations existed an such date and would be
eligible to participate in this Plan, shall be eligible to
participate in this Plan on August 27, 1992.
2.2 Reemployment.
------------
(a) Any Limited Participant whose employment is terminated and who
subsequently returns to employment will be eligible to become a
Limited Participant as of the date of reemployment subject to the
provisions of Subsection (c). Any Full Participant whose
employment is terminated and who subsequently returns to
employment will be eligible to become a Full Participant as of
the date of his reemployment subject to the provisions of
Subsection (c).
(b) Any reemployed Eligible Employee who had not been a Participant
in the Plan will be eligible to become a Participant in
accordance with Section 2.1(b). Such reemployed Eligible
Employee's years of Service prior to termination will be counted
for purposes of Section 2.1 unless the number of consecutive
Breaks in Service incurred by such Eligible Employee equals or
exceeds the greater of (i) five (5) Breaks in Service or (ii) the
aggregate number of years of Service earned by such Eligible
Employee prior to the consecutive Breaks in Service.
(c) A reemployed Eligible Employee may participate as of the first
pay period following the date the eligibility requirements of
this Section 2.2 are
15
<PAGE>
met, or as of any pay period thereafter while employed by the
Employer.
2.3 Method of Becoming a Participant. An Eligible Employee, including one
--------------------------------
who becomes eligible again under Section 2.2, may become a Participant
by making written application to participate in the Plan on the form
or forms adopted by the Plan Administrator. An Eligible Employee must
apply for participation at least 45 days prior to the date on which
the Employee desires to enter the Plan, and all Participants must
authorize the amount of contributions to be made to the Plan as
provided in Article III. Participation in the Plan shall require an
Eligible Employee to enter into an agreement for a reduction in the
Employee's Earnings by a specified percentage or by a flat dollar
amount as stated under Section 3.1.
16
<PAGE>
ARTICLE III
-----------
PARTICIPANT CONTRIBUTIONS
-------------------------
3.1 Amount of Basic and Supplemental Contributions.
----------------------------------------------
(a) A Participant shall direct the Employer to make Basic
Contributions to the Participant's Account equal to 1%, 2%, 3%,
4%, 5%, 6%, 7%, 8%, 9% or 10% of Earnings on a before-tax basis,
as authorized by a salary reduction agreement executed by the
Participant and adopted by the Plan Administrator. A Participant
may designate any flat whole dollar amount in lieu of one of the
above percentage amounts, provided such flat whole dollar amount
shall not exceed 10% of Earnings. Such amount shall be deemed to
be an Employer contribution to the Plan.
(b) A Participant may elect to make Supplemental Contributions to the
Participant's Account equal to 1%, 21, 3%, 4%, 5%, 6%, 7%, 8%, 9%
or 10% of Earnings on an after-tax basis as authorized by a
payroll deduction agreement executed by the Participant and
adopted by the Plan Administrator. A Participant may designate
any flat whole dollar amount in lieu of one of the above
percentage amounts, provided such flat whole dollar amount shall
not exceed 10% of Earnings.
(c) The total of a Participant's Basic Contributions under Section
3.1(a) and Supplemental contributions under Section 3.1(b) may in
no event exceed 16% of Earnings.
(d) Separate records will be maintained under the Plan with respect
to Basic and Supplemental Contributions made on behalf of a
Participant.
(e) Effective as of January 1, 1987, no Participant shall be
permitted to have Basic Contributions made under the Plan or any
other qualified plan maintained by the Employer, during any
taxable year, in excess of the dollar limit prescribed by Code
Section 402(g)(1) in effect at the beginning of such taxable year
as adjusted from time to time pursuant to Code Section 402(g)(5).
(f) A Participant may assign to this Plan any Excess Basic
Contributions made during a taxable year of the Participant by
notifying the Plan Administrator on or before the date specified
by
17
<PAGE>
the Plan Administrator of the amount of the Excess Basic
Contributions to be assigned to the Plan. A Participant is
deemed to notify the Plan Administrator of any Excess Basic
Contributions that arise by taking into account only those Basic
Contributions made to this Plan and any other plans of the
Employer.
(g) Notwithstanding any other provision of the Plan to the contrary,
Excess Basic Contributions, plus any income and minus any loss
allocable thereto, shall be distributed no later than April 13 to
any Participant to whose Account Excess Basic Contributions were
assigned for the preceding year and who claims Excess Basic
Contributions for such taxable year.
For purposes of this subsection, "Excess Basic Contributions"
shall mean those Basic Contributions that are includable in a
Participant's gross income under Code Section 402(g) to the
extent such Participant's Basic Contributions for a taxable year
exceed the dollar limitation under such Code Section. Excess
Basic Contributions shall be treated as Annual Additions under
the Plan, unless such amounts are distributed no later than the
first April 15 following the close of the Participant's taxable
year. Excess Basic Contributions shall be adjusted for any income
or loss up to the date of distribution. The income or loss
allocable to Excess Basic Contributions is the sum of: (i) the
income or loss allocable to the Participant's Basic Contribution
account for the taxable year, multiplied by a fraction, the
numerator of which is such Participant's Excess Basic
Contributions for the year and the denominator is the
Participant's Account balance attributable to Basic Contributions
without regard to any income or loss occurring during such
taxable year; and (ii) 10% of the amount determined under (i)
multiplied by the number of whole calendar months between the end
of the Participant's taxable year and the date of distribution,
counting the month of distribution if distribution occurs after
the 15th day of such month.
3.2 Provision to Prevent Discrimination. Notwithstanding anything herein
-----------------------------------
to the contrary, Basic Contributions under Section 3.1(a) may be
modified as provided below in order to satisfy the requirements of
this section. The Actual Deferral Percentage (hereinafter "ADP") for
18
<PAGE>
Participants who are Highly Compensated Employees for each Plan Year
and the ADP for Participants who are Non-highly Compensated Employees
for the same Plan Year must satisfy one of the following tests:
(a) The ADP for Participants who are Highly Compensated Employees
(hereinafter defined) for the Plan Year shall not exceed the ADP
for Participants who are Non-highly Compensated Employees for the
same Plan Year multiplied by 1.25; or
(b) The ADP for Participants who are Highly Compensated Employees for
the Plan Year shall not exceed the ADP for Participants who are
Non-highly Compensated Employees for the same Plan Year
multiplied by 2.0, provided that the ADP for Participants who are
Highly Compensated Employees does not exceed the ADP for
Participants who are Non-highly Compensated Employees by more
than two (2) percentage points.
(c) The ADP for any Participant who is a Highly Compensated Employee
for the Plan Year and who is eligible to have Basic Contributions
(and Matching Contributions or Discretionary Contributions, or
both, if treated as Basic Contributions for purposes of the ADP
test) allocated to his or her Accounts under two or more
arrangements described in Code Section 401(k), that are
maintained by the Employer, shall be determined as if such (and,
if applicable, such Matching Contributions or Discretionary
Contributions, or both) 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. Notwithstanding
the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under regulations under Code Section
401(k).
(d) In the event that this Plan satisfies the requirements of Code
Sections 401(k), 401(a)(4), or 410(b) 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 Employees as if all such plans were a single plan.
19
<PAGE>
For Plan Years beginning after December 31, 1989, plans may be
aggregated in order to satisfy Section 401(k) of the Code only if
they have the same Plan Year.
(e) For purposes of determining the ADP of a Participant who is a 5-
percent owner or one of the ten most highly-paid Highly
Compensated Employees, the Basic Contributions (and Matching
contributions or Discretionary Contributions, or both, if treated
as Basic Contributions for purposes of the ADP test) and Earnings
of such Participant shall include the Basic Contributions (and,
if applicable, Matching Contributions or Discretionary
Contributions, or both) and Earnings for the Plan Year of Family
Members (as defined in Code Section 414(q)(6)). Family Members,
with respect to such Highly Compensated Employees, shall be
disregarded as separate employees in determining the ADP both for
Participants who are Non-highly Compensated Employees and for
Participants who are Highly Compensated Employees.
(f) For purposes of applying the ADP test, Basic Contributions,
Matching Contributions and Discretionary Contributions must be
made before the last day of the twelve-month period immediately
following the Plan Year to which contributions relate.
(g) The Employer shall maintain records sufficient to demonstrate
satisfaction of the ADP test and the amount of Matching
Contributions or Discretionary Contributions, or both used in
such test.
(h) 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.
(i) "Actual Deferral Percentage" 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 actually paid over to the
Trust on behalf of such Participant for the Plan Year to (2) the
Participant's Earnings for such Plan Year (whether or not the
Employee was a Participant for the entire Plan Year). Employer
contributions on behalf of any Participant shall include: (1)
any Basic Contributions made pursuant to the Participant's
20
<PAGE>
salary reduction election, including Excess Basic Contributions
of Highly Compensated Employees, but excluding (a) Excess Basic
Contributions of Non Highly Compensated Employees that arise
solely from Basic Contributions made under the Plan or plans of
the Employer and (b) Basic Contributions that are taken into
account in the Contribution Percentage test (provided the ADP
test is satisfied both with and without exclusion of these Basic
contributions); and (2) at the election of the Employer, Matching
Contributions and Discretionary Contributions. For purposes of
computing Actual Deferral Percentages, an Employee who would be a
Participant but for the failure to make Basic contributions shall
be treated as a Participant an whose behalf no Basic
Contributions are made.
(j) "Highly Compensated Employee" includes Highly Compensated Active
-----------------------------
Employees and Highly Compensated Former Employees. A Highly
Compensated Active Employee includes any Employee who performs
service for the Employer during the determination year and who,
during the look-back year: (i) received compensation from the
Employer in excess of $75,000.00 (as adjusted pursuant to Code
Section 415(d)); (ii) received compensation from the Employer in
excess of $50,000.00 (as adjusted pursuant to Code Section
415(d)) and was a member of the top-pay group for such year; or
(iii) was an officer of the Employer and received compensation
during such year that is greater than 50% of the dollar
limitation in affect under Code Section 415(b)(1)(A). The term
Highly Compensated Employee also includes: (i) Employees who are
both described in the preceding sentence if the term
"determination year" is substituted for the term "look-back year"
and the Employee is one of the 100 Employees who received the
most compensation from the Employer during the determination
year; and (ii) Employees who are five percent owners at any time
during the look back year or determination year. If no officer
has satisfied the compensation requirement of (iii) above during
either a determination year or look-back year, the highest paid
officer for such year-shall be treated as a Highly Compensated
Employee. For this purpose, the determination year shall be the
Plan Year. The look-back year shall be the 12-month period
immediately preceding the determination year. A Highly
Compensated Former Employee includes any Employee who
21
<PAGE>
separated from service (or was deemed to have separated) prior to
the determination year, performs no service for the Employer
during the determination year, and was a Highly Compensated
Active Employee for either the separation year or any
determination year ending an or after the employee's 55th
birthday. If an Employee is, during a determination year or
look-back year, a family member of either a 5% owner who is an
active or former Employee or a Highly Compensated Employee who is
one of the 10 most Highly Compensated Employees ranked on the
basis of compensation paid by the Employer during such year, then
the Family Member and the 5% owner or top-ten highly compensated
Employee shall be aggregated. In such case, the Family Member
and 5% owner or top-ten Highly Compensated Employee shall be
treated as a single Employee receiving compensation and plan
contributions or benefits equal to the sum of such compensation
and contributions or benefits of the Family Member and 5% owner
or top-ten Highly Compensated Employee. For purposes of this
section, Family Member includes the spouse, lineal ascendants and
descendants of the Employee or former Employee and the spouses of
such lineal ascendants and descendants. The determination of who
is a Highly Compensated Employee, including the determinations of
the number and identity of Employees and the top-paid group, the
top 100 Employees, the number of Employees treated as officers
and the compensation that is considered, will be made in
accordance with Code Section 414(q) and the regulations issued
thereunder.
3.3 Change in Amount of Contributions. The percentage or flat whole dollar
---------------------------------
amount of Earnings designated by the Participant as Basic and/or
Supplemental Contributions under Section 3.1 will continue in effect,
notwithstanding any change in Earnings, until the Participant elects
to change such percentage or flat whole dollar amount. A Participant,
by filing a written election form with the Plan Administrator, may
change the percentage or flat whole dollar amount of Basic and/or
Supplemental Contributions effective no later than the first day of
the calendar month following 30 days after receipt of the election by
the Plan Administrator. A Participant who makes an election under
this Section 3.3 may not make another election to be effective before
the first pay period following 90 days after the effective date of the
prior election.
22
<PAGE>
3.4 Suspension of Contributions. A Participant, by filing a written
---------------------------
election with the Plan Administrator, may elect to suspend either
Basic and/or Supplemental Contributions. Such suspension will become
effective no later than the first pay period following 30 days after
receipt of the election by the Plan Administrator. A Participant who
suspends all Basic Contributions may not resume Basic Contributions
until the first pay period following 90 days after the effective date
of the suspension. A Participant may elect to suspend Supplemental
Contributions without suspending Basic Contributions.
In order to resume making Basic and/or Supplemental Contributions, the
Participant must follow the procedures outlined in Section 2.3 for new
Participants. A Participant will not be permitted to make up
suspended contributions. Except as provided in Section 3.7 a
Participant's Basic and/or Supplemental Contributions will be
suspended automatically for any pay period in which the Participant is
not in receipt of Earnings. A Participant's Basic and/or Supplemental
contributions will be suspended automatically upon termination of the
employee's status as an Eligible Employee of the Employer or upon
transfer of the Participant to an Affiliated Company which has not
adopted this Plan.
3.5 Supplemental Contributions. A Participant will be permitted to make
--------------------------
Supplemental Contributions under this Plan even if the Participant has
elected to not make Basic Contributions.
3.6 Remittance of Contributions. A Participant's Basic and/or
---------------------------
Supplemental Contribution amounts will be remitted to the Trustee to
be held in an interest bearing "suspense account," as determined by
the Trustee, for a period not to exceed the Valuation Date for the
calendar year quarter in which the contributions were made, whereupon
said contributions and earnings thereon will be allocated to the Funds
according to the Participant's election.
3.7 Periods of Absence. A Participant who is on a leave of absence with
------------------
the Employer's consent or in military service in conformity with the
Employer's policies may continue to make Basic and/or Supplemental
Contributions under the Plan if Earnings are being continued by the
Employer.
3.8 Termination of Contributions. Contributions by or on behalf of a
----------------------------
Participant will terminate coincident with
23
<PAGE>
the date the Participant terminates employment for any reason,
including retirement or death. Notwithstanding the foregoing and any
provisions of the Plan to the contrary, and in accordance with the
Sale Agreement (the "Sale Agreement") between Meridian Bank and
Fidelity National Financial, Inc. ("Fidelity"), Participants in the
Plan who are Employees of Meridian Title Insurance Company and its
subsidiaries, a participating Affiliated Company within the meaning of
Section 1.2, on December 31, 1991, and Participants who are Employees
of Meridian Bank and are providing consulting services to Fidelity in
accordance with the terms of the Sale Agreement, may no longer make
Basic Contributions to the Plan effective as of January 1, 1992.
3.9 Rollover Contributions.
----------------------
(a) Crediting of "Rollover Contributions". Any Participant may, with
-------------------------------------
the approval of the Committee, make a "Rollover Contribution" as
defined in Section 3.9(b). The amount of any Rollover
Contribution shall be credited to a separate subaccount in the
Participant's Account as of the date the Rollover Contribution is
made. A Participant's Rollover Contribution will be remitted to
the Trustee to be held in an interest-bearing "suspense account,"
as determined by the Trustee, for a period not to exceed the
Valuation Date for the calendar year quarter in which such
contribution was made, whereupon such contribution and earnings
thereon will be allocated to the Funds according to the
Participant's election. A Rollover Contribution shall be
treated in the same manner as an after-tax Supplemental
Contribution for purposes of investment and distribution and
shall be fully vested on the date of contribution. The
limitations of Section 4.4 shall not apply to Rollover
Contributions as defined in Section 3.9(b). All Rollover
Contributions shall be in cash and/or other property acceptable
to the Trustee.
(b) Definition of "Rollover Contribution". The term "Rollover
-------------------------------------
Contribution" means the contribution of a "Rollover Amount," as
defined in Section 3.9(c), to the Trustee on or before the
sixtieth day immediately following the day the contributing
Participant receives the Rollover Amount.
(c) Definition of "Rollover Amount". The term "Rollover Amount"
-------------------------------
means:
24
<PAGE>
(i) The entire amount, subject to the limitations below
(including money and any other property) in an
Individual Retirement Account or Individual Retirement
Annuity [as defined in Code Section 408 maintained for
the benefit of the Participant making the Rollover
Contribution, which amount has been distributed from
such Individual Retirement Account or Individual
Retirement Annuity; or
(ii) Part or all of the amount received by such Employee
from a trust described in Section 401(a) of the Code
which is exempt from tax under Section 501(a) of the
Code.
Such amount shall, however, only constitute a Rollover Amount if the
amount described in Section 3.9(c)(i) or (ii) is solely attributable
to a plan termination distribution, as that term is described in Code
Section 402(a)(5), or to a lump sum distribution, as defined in Code
Section 402(e)(4)(A), from either a trust described in Code Section
401(a) or from an annuity plan described in Code Section 403(a), plus
the earnings thereon. The term, Rollover Amount, does not include any
amount which is attributable to a distribution from a trust or annuity
plan if the Participant who received the distribution was self
employed, within the meaning of Code section 401(c)(1), at the time
contributions to such trust or annuity plan were made on his or her
behalf. The term Rollover Amount does not include the amount of any
employee contributions distributed from a trust or annuity plan. For
purposes of rolling over property other than money under this Section
3.9(c), the transfer of an amount equal to any portion of the proceeds
from the sale of property received in the distribution, including any
excess in fair market value of property on the date of sale over the
fair market value on distribution, shall constitute a Rollover Amount.
The account balances of any Employee who is a participant in any
qualified defined contribution retirement plan which is merged or
consolidated with this Plan, or the assets of which are transferred to
this Plan, will be transferred to the Plan on the effective date of
such merger, consolidation or transfer. The Trustee shall credit the
fair market value of such transferred assets to the Participant's
Prior Account as of the date of the transfer. The value of such
Participant's Prior Account will be invested in, and allocated among,
the investment Funds
25
<PAGE>
under this Plan in a similar manner as invested under the prior plan.
3.10 Vesting in Contributions. A Participant shall be fully vested in all
------------------------
contributions made under this Article III, including any amounts
included under Section 3.9 and amounts of income earned thereon.
3.11 Distribution of Excess Contributions.
------------------------------------
(a) Notwithstanding any other provision of this plan, Excess
Contributions, plus any income and minus any loss allocable
thereto, shall be distributed no later than the last day of each
Plan Year to Participants to whose accounts such Excess
contributions were allocated for the preceding Plan Year. If
such excess amounts are distributed more than 2-1/2 months after
the last day of the Plan Year in which such excess amounts arose,
a ten (10) percent excise tax will be imposed on the Employer
maintaining the Plan with respect to such amounts. Such
distributions shall be made to Highly Compensated Employees on
the basis of the respective portions of the Excess Contributions
attributable to each of such Employee. Excess Contributions of
Participants who are subject to the family member aggregation
rules of Code Section 414(q)(6) shall be allocated among the
family members in proportion to the Basic Contributions (and
amounts treated as Basic Contributions) of each family member
that is combined to determine the combined ADP.
(b) Excess Contributions shall be treated as annual additions under
the Plan.
(c) Excess Contributions shall be adjusted for any income or loss up
to the date of distribution. The income or loss allocable to
Excess Contributions is the sum of: (1) income or loss allocable
to the Participant's Account balance attributable to Basic
Contributions (and, if applicable, Matching Contributions or
Discretionary Contributions, or both) for the Plan Year
multiplied by a fraction, the numerator of which is such
Participant's Excess Contributions for the year and the
denominator is the Participant's Account balance attributable to
Basic Contributions (and Matching Contributions or Discretionary
Contributions, or both, if any of such contributions are included
in the ADP test) without regard to any income or loss occurring
26
<PAGE>
during such Plan Year, and (2) ten percent of the amount
determined under (1) multiplied by the number of whole calendar
months between the end of the Plan Year and the date of
distribution, counting the month of distribution if distribution
occurs after the 15th of such month.
(d) Excess Contributions shall be distributed from the Participant's
Account relating to Basic Contributions and Matching
Contributions (if applicable) in proportion to the Participant's
Basic Contributions and Matching Contributions (to the extent
used in the ADP test) for the Plan Year. Excess Contributions
shall be distributed from the Participant's Account relating to
Discretionary Contributions only to the extent such Excess
Contributions exceed the balance in the Participant's Account
relating to Basic Contributions and Matching Contributions.
(e) "Excess Contributions" shall mean, with respect to any Plan Year,
the excess of:
(i) The aggregate amount of Employer contributions actually
taken into account in computing the ADP of Highly
Compensated. Employees for such Plan Year, over
(ii) 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 ADPs, beginning with the highest of such
percentages).
(f) Recharacterization. A Participant may treat his or her Basic
------------------
Contributions as an amount distributed to the Participants and
then contributed by the Participants to the Plan. Recharacterized
amounts will remain nonforfeitable and subject to the same
distribution requirements as Basic Contributions. Amounts may
not be recharacterized by a Highly Compensated Employee to the
extent that such amounts in combination with any other Employee
contributions made by that Employee would exceed any stated
limits under the Plan on Employee 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 were deemed to occur no earlier than the
date the
27
<PAGE>
last Highly Compensated Employee is informed in writing of the
amount recharacterized and the consequences thereof.
Recharacterized amounts will be taxable to the Participants for
the Participant's tax year in which the Participants would have
received them in cash.
3.12 Limitations on Supplemental Contributions and Matching Contributions.
--------------------------------------------------------------------
(a) The Average Contribution Percentage ("ACP") for Participants who
are Highly Compensated Employees for each Plan Year and the ACP
for Participants who are Non-highly Compensated Employees for the
same Plan Year must satisfy one of the following tests:
(i) The ACP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ACP
for Participants who are Non-highly Compensated
Employees for the same Plan Year multiplied by 1.25; or
(ii) The ACP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ACP
for Participants who are Non-highly Compensated
Employees for the same Plan Year multiplied by two (2),
provided that the ACP for Participants who are Highly
Compensated Employees does not exceed the ACP for
Participants who are non-highly Compensated Employees
by more than two (2) percentage points.
(b) Multiple Use. If one or more Highly Compensated Employees
participate in both a cash or deferred arrangement and a plan
subject to the ACP test maintained by the Employer and the sum of
the ADP and ACP of those Highly Compensated Employees subject to
either or both tests exceeds the Aggregate Limit, then the ACP of
those Highly Compensated Employees who also participate in a cash
or deferred arrangement will be reduced (beginning with such
Highly Compensated Employee whose ACP is the highest) so that the
limit is not exceeded. The amount by which each Highly
Compensated Employee's Contribution Percentage Amounts is reduced
shall be treated as an Excess Aggregate Contribution. The ADP
and ACP of the Highly Compensated Employees are determined after
any corrections required to meet the ADP and ACP
28
<PAGE>
tests. Multiple use does not occur if both the ADP and ACP of
the Highly Compensated Employees does not exceed 1.25 multiplied
by the ADP and ACP of the Non-highly Compensated Employees.
(c) 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 Code Section
401(a), or arrangements described in Code Section 401(k) that are
maintained by the Employer, shall be determined as if the total
of such Contribution Percentage Amounts was made under each plan.
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. Notwithstanding
the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under regulations under Code Section
401(m).
(d) In the event that this Plan satisfies the requirements of Code
Sections 401(m), 401(a) (4) or 410(b) only if aggregated with one
or more other plans, or if one or more other plans satisfy the
requirements of such Code Sections 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. For plan years beginning after December 31, 1989,
plans may be aggregated in order to satisfy Code Section 401(m)
only if they have the same plan year.
(e) For purposes of determining the Contribution Percentage of a
Participant who is a five-percent owner or one of the tan most
highly-paid Highly Compensated Employees, the Contribution
Percentage Amounts and Compensation of such Participant shall
include the Contribution Percentage Amounts and compensation for
the Plan Year of Family Members (as defined in Code Section
414(q)(6)). Family Members, with respect to Highly Compensated
Employees, shall be disregarded as separate Employees in
determining the Contribution Percentage both for Participants who
are Nonhighly Compensated Employees and for Participants who are
Highly Compensated Employees.
29
<PAGE>
(f) For purposes of determining the Contribution Percentage test,
Employee Contributions are considered to have been made in the
Plan Year in which contributed to the trust. Matching
Contributions and Discretionary Contributions will be considered
made for a Plan Year if made no later than the end of the twelve-
month period beginning on the day after the close of the Plan
Year.
(g) The Employer shall maintain records sufficient to demonstrate
satisfaction of the ACP test and the amount of Matching
Contributions or Discretionary contributions, or both, used in
such test.
(h) The determination and treatment of the Contribution Percentage of
any Participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.
(i) "Aggregate Limit" shall mean the sum of (i) 125 percent
-----------------
of the greater of the,ADP of the Non-highly Compensated
Employees for the Plan Year or the ACP of Non-highly
Compensated Employees under the Plan subject to Code
Section 401(m) 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.
(ii) "Average Contribution Percentage" shall mean the
---------------------------------
average of the Contribution Percentages of the Eligible
Participants in a group.
(iii) "Contribution Percentage" shall mean the ratio
-------------------------
(expressed as a percentage) of the Participant's
Contribution Percentage Amounts to the Participant's
Earnings for the Plan Year (whether or not the Employee
was a Participant for the entire Plan Year).
(iv) "Contribution Percentage Amounts" shall mean the sum of
---------------------------------
the Supplemental Contributions, Matching 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 not include Matching
30
<PAGE>
Contributions that are forfeited either to correct
Excess Aggregate contributions or because the
contributions to which they relate are Excess Basic
Contributions, Excess Contributions or Excess Aggregate
Contributions. The Employer may elect to include
Discretionary Contributions in the Contribution
Percentage Amounts. The Employer also may elect to use
Basic Contributions in the Contribution Percentage
Amounts so long as the ADP test is met before the Basic
Contributions are used in the ACP test and continues to
be met following the exclusion of those Basic
Contributions that are used to meet the ACP test.
(v) "Eligible Participant" shall mean any Employee who is
----------------------
eligible to make a Supplemental Contribution, or a
Basic Contribution (if the Employer takes such
contributions into account in the calculation of the
Contribution Percentage), or to receive a Matching
Contribution (including forfeitures). If a Supplemental
Contribution is required as a condition of
participation in the Plan, any Employee who would be a
Participant in the Plan if such Employee made such a
contribution shall be treated as an eligible
Participant on behalf of whom no Employee Contributions
are made.
(vi) "Employee Contribution" shall mean any contribution
-----------------------
made to the Plan by or on behalf of a Participant that
is included in the Participant's gross income in the
year in which made and that is maintained under a
separate account to which earnings and losses are
allocated.
(vii) "Matching Contribution" shall mean, for purposes of
-----------------------
this section, an Employer contribution made to this or
any other defined contribution plan on behalf of a
Participant on account of a Supplemental contribution
made by such Participant, or on account of a
Participant's Basic Contributions, under a plan
maintained by the Employer.
31
<PAGE>
3.13 Distribution of Excess Aggregate Contributions.
----------------------------------------------
(a) Notwithstanding any other provision of this Plan, Excess
Aggregate contributions, plus any income and minus any loss
allocable thereto, shall be forfeited, if forfeitable, or if not
forfeitable, distributed no later than the last day of each Plan
Year to Participants to whose Accounts such Excess Aggregate
Contributions were allocated for the preceding Plan Year. Excess
Aggregate Contributions of Participants who are subject to the
Family Member aggregation rules of Code Section 414(q)(6) shall
be allocated among the family members in proportion to the
Employee and Matching Contributions (or amounts treated as
Matching Contributions) of each family member that is combined to
determine the combined ACP. If such Excess Aggregate
Contributions are distributed more than 2-1/2 months after the
last day of the Plan Year in which such excess amounts arose, a
ten (10) percent excise tax will be imposed on the Employer
maintaining the Plan with respect to those amounts. Excess
Aggregate contributions shall be treated as Annual Additions
under the Plan.
(b) Excess Aggregate Contributions shall be adjusted for any income
or loss up to the date of distribution. The income or loss
allocable to Excess Aggregate Contribution is the sum of:
(1) income or loss allocable to the Participant's Account
relating to Supplemental Contributions, Matching Contributions
(if any, and if all amounts therein are not used in the ADP test)
and, if applicable, Basic Contributions and Discretionary
Contributions of the Plan Year multiplied by a fraction, the
numerator of which is such Participant's Excess Aggregate
Contributions for the year and the denominator is the
Participant's Account balance(s) attributable to Contributions
Percentage Amounts without regard to any income or loss occurring
during such Plan Year; and (2) ten percent of the amount
determined under (1) multiplied by the number of whole calendar
months between the end of the Plan Year and the date of
distribution, counting the month of distribution if distribution
occurs after the 15th of such month.
(c) Forfeitures of Excess Aggregate Contributions may either be
reallocated to the accounts of Nonhighly
32
<PAGE>
Compensated Employees or applied to reduce Employer
contributions.
(d) Excess Aggregate Contributions shall be forfeited, if forfeitable
or distributed on a pro-rata basis from the Participant's
Supplemental Contribution account, Matching Contribution account
(and, if applicable, the Participant's Basic Contribution account
or Discretionary Contribution account, or both).
(e) "Excess Aggregate Contributions" shall mean, with respect to any
Plan Year, the excess of:
(i) The aggregate Contribution Percentage Amounts taken
into account in computing the numerator of the
Contribution Percentage actually made an behalf of
Highly Compensated Employees for such Plan Year, over
(ii) The maximum Contribution Percentage Amounts permitted
by the ACP test (determined by reducing contributions
made an behalf of Highly Compensated Employees in order
of their Contribution Percentages beginning with the
highest of such percentages).
Such determination shall be made after first determining Excess
Basic Contributions pursuant to Section 3.1 and then determining
Excess Contributions pursuant to Section 3.11.
33
<PAGE>
ARTICLE IV
----------
EMPLOYER MATCHING CONTRIBUTIONS
-------------------------------
4.1 Amount of Employer Matching Contributions. Subject the limitations of
-----------------------------------------
Section 4.4, Employer Matching Contributions shall be made in such
amounts and at such times as are provided in Article XV. Any such
Employer Matching Contribution may be made only from the profits for
the current year and/or accumulated earned surplus. The Employer, in
its sole discretion, may make contributions in any Plan Year on behalf
of any other participating Affiliated Company to the extent such other
Employer is prevented from making a contribution which it would
otherwise have made under the Plan for such Plan Year by reason of
having no current or accumulated profits or surplus or because such
profits or surplus are less than the contributions it would otherwise
have made. Any such contribution will be deemed for all purposes,
other than deductibility under the Code, to have been made by the
Employer employing the Participants benefiting from the contribution.
A Limited Participant or any Participant who is compensated on a
commission-only basis will not be entitled to any Employer Matching
Contribution under this Section 4.1.
Notwithstanding the foregoing and any provisions of the Plan to the
contrary, and in accordance with the Sale Agreement between Meridian
Bank and Fidelity, Participants in the Plan who are Employees of
Meridian Title Insurance Company and its subsidiaries, a participating
Affiliated Company within the meaning of Section 1.2, an December 31,
1991, and Participants who are Employees of Meridian Bank and are
providing consulting services to Fidelity in accordance with the terms
of the Sale Agreement, are not, effective as of January 1, 1992,
eligible to receive an Employer Matching Contribution under this
Article IV as provided in Article XV.
4.2 Investment of Employer Matching Contributions. Employer Matching
---------------------------------------------
Contributions made an behalf of Full Participants shall be invested as
provided in Article XV.
4.3 Remittance of Employer Matching Contributions. Employer Matching
---------------------------------------------
Contributions shall be remitted to the Trustee in the form of cash as
of each pay period but no later than the last day of the calendar
quarter to which they relate. An Employer Matching
34
<PAGE>
contribution will be made only for those Eligible Employees who are
still Full Participants as of the Valuation Date and who have made
eligible Basic Contributions. However, any Full Participant who
receives a benefit under Sections 7.1 and 7.2 will also receive an
Employer Matching Contribution on Basic Contributions attributable to
the calendar year quarter in which Normal Retirement or death occurs.
4.4 Annual Addition Limitation:
--------------------------
(a) General Rule. Notwithstanding any other provision of this Plan
------------
to the contrary, in no event shall the Annual Addition to a
Participant's Account for any Limitation Year exceed the lesser
of (i) $30,000 (or such other limit as may be the maximum
permissible pursuant to the provisions of Section 415 of the Code
and the rulings, announcement and regulations issued thereunder),
or (ii) twenty-five percent (25%) of such Participant's
Limitation Compensation.
Any excess resulting from these limits [such as in the case of a
reasonable error in estimating a Participant's compensation or
similar circumstances permitted under Treasury Reg. (S)1.415-
6(b)(6)] shall be used to reduce (in order of priority)
Supplemental Contributions, Employer Matching Contributions and,
if necessary, Basic Contributions for the next Limitation Year
(and succeeding Limitation Years, as necessary) for the affected
Participant if such Participant is covered by the Plan as of the
end of the Limitation Year. If the affected Participant is not
covered by the Plan as of the end of the Limitation Year, such
excess amounts shall be held in an unallocated suspense account
for the Limitation Year, the earnings of which shall be applied
against the administrative costs of the Plan and otherwise
treated as investment yield of the Trust Fund. In the following
Limitation Year, the amounts held in the suspense account shall
be allocated and reallocated among the other Participants, before
any amounts representing contributions are allocated to the
Participant's Accounts for such Limitation Year. For the
purposes hereof, the amounts contributed to any Defined
Contribution Plan maintained by the Company or Affiliated Company
shall be aggregated with contributions made by the Employer under
this Plan for any Employee in computing the Annual Addition
limitations.
35
<PAGE>
(b) Limitation for Participant Covered by the Plan and a Defined
------------------------------------------------------------
Benefit Plan. If any Participant in this Plan is covered by a
------------
Defined Benefit Plan of the Company or an Affiliated Company, the
decimal equivalent of the sum of the Defined Benefit Plan
fraction (as determined under Section 4.4(b)(i) below] and the
Defined Contribution Plan fraction [as determined under Section
4.4(b)(ii) below] with respect to that Participant for any
Limitation Year shall not exceed one (1). If the sum of the
Defined Benefit Plan fraction and the Defined Contribution Plan
fraction with respect to any Participant for any Limitation Year
would otherwise exceed one, the Participant's Projected Annual
Benefit under the Defined Benefit Plan,for such Limitation Year
shall be reduced to the extent necessary to comply with such
limitation.
(i) Defined Benefit Plan Fraction. For purposes of this
-----------------------------
Section 4.4, the Defined Benefit Plan fraction applicable
to a Participant for any Limitation Year is a fraction,
the numerator of which is the sum of the Participant's
Projected Annual Benefit under all Defined Benefit Plans,
whether or not terminated, maintained by the Employer
(determined as of the close of such Limitation Year), and
the denominator of which is the lesser of:
(A) the product of 1.25, multiplied by the dollar
limitation in effect under Code Sections 415(b) and (d)
for such Limitation Year, or
(B) the product of
(i) 1.4, multiplied by
(ii) the amount which may be taken into account
under Code Section 415(b)(1)(B) with respect to
such Participant under the Plan for such
Limitation Year.
Notwithstanding the above, if the Participant was a Participant
as of the first day of the first Limitation Year beginning after
December 31, 1986, in one or more Defined Benefit Plans
maintained by the Employer which were in existence on May 6,
1986, the denominator of this fraction will not be less than 125
percent of the sum of the Annual
36
<PAGE>
Benefits under such plans which the Participant had accrued as of
the close of the last Limitation Year beginning before January 1,
1987, disregarding any changes in the terms and conditions of the
Plan after May 5, 1986. The preceding sentence applies only if
the Defined Benefit Plans individually and in the aggregate
satisfied the requirements of Code Section 415 for, all
limitation years beginning before January 1, 1987.
(ii) Defined Contribution Plan Fraction. For purposes of
----------------------------------
this Section 4.4, the Defined Contribution Plan fraction
which is applicable to a Participant for any Limitation
Year is a fraction,
(A) the numerator of which is the sum of the Annual
Additions to the Participant's Account under this Plan
and all other Defined Contribution Plans, whether or
not terminated, maintained by the Employer (including
Annual Additions attributable to Participant
contributions under any Defined Benefit Plan, whether
or not terminated, maintained by the Employer), as of
the close of such Limitation Year and for all prior
Limitation Years and the Annual Additions attributable
to all welfare benefit funds, as defined in Code
Section 419(e), and individual medical accounts, as
defined in Code Section 415(1)(2), maintained by the
Employer; an d
(B) the denominator of which is the sum of the lesser of
the following amounts determined for such Limitation
Year and for each prior Limitation Year of the
Participant's Service with the Company or an Affiliated
Company:
(1) the product of
(AA) 1.25 multiplied by
(BB) the dollar limitation in effect under Code
Sections 415(b) and (d) in effect under Code
Section 415(c)(1)(A) for such Limitation
Year
37
<PAGE>
[determined without regard to Code Section
415(c)(6)], or
(2) the product of
(AA) 1.4, multiplied by
(BB) the amount which must be taken into account
under Code Section 415(c)(1)(B) [or Code
Section 415(c)(7) or (8), if applicable]
with respect to such Participant under the
Plan for such Limitation Year .
If the Employee was a Participant as of the end of the first day
of the first Limitation Year beginning after December 31, 1986,
in one or more Defined Contribution Plans maintained by the
Employer which were in existence on May 6, 1986, the numerator of
this fraction will be adjusted if the sum of this fraction and
the Defined Benefit Plan Fraction would otherwise exceed 1.0
under the terms of this Plan. Under the adjustment, an amount
equal to the product of (1) the excess of the sum of the
fractions over 1.0 times (2) the denominator of this fraction,
will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as
they would be computed as of the end of the last Limitation Year
beginning before January 1, 1987, and disregarding any changes in
the terms and conditions of the plan made after May 5, 1986, but
using the Code Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.
The Annual Addition for any Limitation Year beginning before
January 1, 1987, shall not be recomputed to treat all Employee
contributions as Annual Additions.
(c) Definitions. For purposes of this Section 4.4, the following
-----------
terms shall have the following meanings:
(i) "Annual Additions" shall mean with respect to any
------------------
Participant, the sum, for any Limitation Year, of:
(A) Employer and Affiliated Company contributions,
including salary
38
<PAGE>
reduction contributions, under any Defined Contribution
Plan of the Employer or Affiliated Company;
(B) Participant contributions, other than salary reduction
contributions, under any Defined Contribution Plan or
any Defined Benefit Plan of the Employer, if any;
(C) Forfeitures; and
(D) Amounts allocated, after March 31, 1984, to an
individual medical account, as defined in Section 415
(1) (2) of the Code, which is part of a pension or
annuity plan maintained by the Employer are treated as
Annual Additions to a Defined Contribution Plan. Also
amounts derived from contributions paid or accrued
after December 31, 1985, in taxable years ending after
such date, which are attributable to post-retirement
medical benefits, allocated to the separate account of
a key employee, as defined in Code Section 419A(d)(3),
under a welfare benefit fund, as defined in code
Section 419(e), maintained by the Employer are treated
as Annual Additions to a Defined Contribution Plan.
(ii) "Annual Benefit" shall mean:
---------------------------
(A) A benefit which is payable annually to a Participant
in the form of a straight life annuity under a
Defined Benefit Plan. Such benefit shall not include
any benefits attributable to Participant
Contributions or Rollover Contributions. Where there
is a transfer of assets or liabilities from one
qualified plan to another, the Annual Benefit
attributable to the assets transferred shall not be
taken into account by the transferee plan in applying
the limitations of Section 415 of the Code. The
Annual Benefit payable on account of the transfer for
any individual that is attributable to the assets
transferred shall be equal to the Annual Benefit
transferred on behalf of such individual
39
<PAGE>
multiplied by a fraction, the numerator of which is
the total assets transferred and the denominator of
which is the total liabilities transferred.
(B) Where a Defined Benefit Plan provides a retirement
benefit in any form other than a straight life
annuity, the plan benefit shall be adjusted to a
straight life annuity beginning at the same age,
which is the actuarial equivalent of such benefit
determined in accordance with the rules of the
Commissioner of Internal Revenue.
(iii) "Defined Benefit Plan" shall mean any plan described
----------------------
in Section 415(k)(1) of the Code which is not a Defined
Contribution Plan.
(iv) "Defined Contribution Plan" shall mean any plan
---------------------------
described in Section 415(k)(1) of the Code which
provides for an individual account for each Participant
and for benefits based solely upon the amount
contributed to the Participant's account and any income,
expenses, gains and losses, and any forfeitures of
accounts of other Participants which may be allocated to
such Participant's account.
(v) "Limitation Compensation" shall mean, with respect to
-------------------------
any Participant, such Participant's total compensation
for any Limitation Year as determined in accordance with
Section 415 of the Code and the regulations thereunder.
If, in a particular Limitation Year, a previously
effective election to use accrued compensation is
revoked or an election to use accrued compensation is
made, any amounts taken into account for compensation
purposes for any preceding Limitation Year may not be
counted again in determining compensation for the
particular Limitation Year.
(vi) "Limitation Year" shall mean the twelve (12)
-----------------
consecutive-month period ending December 31.
(vii) "Maximum Permissible Amount" shall mean the maximum
----------------------------
Annual Addition that may be
40
<PAGE>
contributed or allocated to a Participant's Account under
the Plan for any Limitation Year shall not exceed the
lesser of:
(A) $30,000.00; or
(B) 25 percent of the Participant's Limitation
Compensation.
The compensation limitation referred to in (B) shall not
apply to any contribution for medical benefits (within the
meaning of Code section 401(b) or 419A(f)(2)) which is
otherwise treated as an Annual Addition under Code Section
415(l)(1) or 419A(d)(2).
If a short Limitation Year is created because of an
amendment changing the Limitation Year to a different 12-
consecutive month period, the Maximum Permissible Amount
will not exceed the defined contribution dollar limitation
multiplied by the following fraction:
Number of months in the short Limitation Year
---------------------------------------------
12
For any Plan Year in which no more than one third of
Employer Matching Contributions to the Plan are allocated
to Highly Compensated Employees (within the meaning of Code
Section 414(q)) the dollar limitation in (A) above shall be
increased by the lesser of the amount of such dollar
limitation computed without regard to this sentence or the
amount of Company Stock contributed as or purchased with
Employer Matching Contributions to the Plan for such Plan
Year. Effective for Limitation Years beginning on or after
January 1, 1986, the dollar limitation shall be adjusted
for increases in the cost of living in accordance with
Treasury regulations under Section 415(d) of the Code .
(viii) "Projected Annual Benefit" shall mean the Annual
--------------------------
Benefit to which a Participant in a Defined Benefit Plan
would be entitled under the terms of the Defined Benefit
Plan, based upon the following assumptions:
(A) The Participant will continue employment until
reaching Normal Retirement Age as
41
<PAGE>
determined under the terms of the Defined Benefit Plan
(or current age, if that is later);
(B) The Participant's Limitation Compensation for the
Limitation Year under consideration will remain the
same until the date the Participant attains the age
described in Section 4.4(c)(viii)(A) above; and
(C) All other relevant factors used to determine benefits
under the Defined Benefit Plan for the Limitation Year
under consideration will be constant for all future
Limitation Years.
4.5 Effect of Suspension of Participant Basic Contributions on Employer
-------------------------------------------------------------------
Matching Contributions. A Full Participant's Basic Contributions for
----------------------
a calendar year quarter which are made prior to the effective date of
any suspension shall be entitled to receive an Employer Matching
Contribution as of the next following Valuation Date, provided that
the Full Participant is still an Eligible Employee as of that date.
4.6 Vesting in Employer Matching Contributions. A Full Participant will
------------------------------------------
be 100% immediately vested in any Employer Matching Contributions made
to the Participant's Account.
4.7 Return of Contributions. Notwithstanding any Plan provision to the
-----------------------
contrary, this Plan is established on the express condition that it
will be considered, by the Internal Revenue Service, as qualifying
under provisions of the Code. In the event that the internal Revenue
Service refuses to act favorably with respect to a timely request for
a determination that the Plan qualifies under the Code, the Plan will
be of no effect and the value of all contributions made by the
Employer and Employees will be returned to the Employer and Employees,
respectively, within one year from the date of the denial of the
determination. Furthermore, if, or to the extent that, the Employer's
deduction for contributions made to the Plan is disallowed, the
Employer will have the right to obtain the return of any such
contributions for a period of one year from the date of disallowance,
and if an Employer's contribution to the Plan is made by a mistake in
fact, the Employer will have the right to obtain the return of such
contribution for a period of one year from the date the contribution
was made.
42
<PAGE>
ARTICLE V
---------
INVESTMENT OF CONTRIBUTIONS
---------------------------
5.1 Investment of Basic and Supplemental Contributions. At the time an
Eligible Employee elects to become a Participant, the Participant
shall instruct the Committee in writing to invest any Basic
Contributions to the Plan in Fund A, Fund B, Fund C and/or Fund D,
provided that the amount invested in any Fund shall be a whole
percentage of such Participant's contribution.
The investment election by a Participant will continue in effect until
changed by the Participant. Effective April 1, 1992, a Participant,
by filing a written election with the Plan Administrator may change
the investment election quarterly with respect to future contributions
effective on the next following April 1, July 1, October 1 or January
1, whichever applies, after receipt of the election by the Plan
Administrator.
Any Supplemental Contributions to the Plan will be invested in the
same manner as Basic Contributions.
5.2 Investment of Employer Matching Contributions. Employer Matching
---------------------------------------------
Contributions shall be invested in the same manner as Basic
Contributions in accordance with the requirements of Article XV hereof
and subject to the implementation provisions of Section 15.1.
5.3 Maximum Investment in Company Stock. It is explicitly provided that
-----------------------------------
un to 100% of the Trust assets' attributable to Employer contributions
may be invested in Company common or preferred stock.
5.4 Transfer of Investments. A Participant, by filing a written election,
-----------------------
may transfer all or a portion of his balance in any one or more of
Funds A, B, C, or D, to another Fund or Funds (other than to Fund 1 or
Fund 2); provided, however, that the amount transferred from one Fund
to another Fund shall be a whole percentage of such Participant's
balance in the Fund from which the transfer is made. Effective April
1, 1992, any transfer among the Funds shall become effective on the
first day of the calendar quarter next following the Valuation Date
after the date such written election to transfer is received by the
Plan Administrator. Only one transfer is permitted under this Section
5.4 in any Plan Year. Transfers to Fund 1 or Fund 2 are not permitted
under this Plan.
43
<PAGE>
ARTICLE VI
----------
VALUATION OF PARTICIPANTS' ACCOUNTS
-----------------------------------
6.1 Individual Accounts. The Committee shall create and maintain adequate
-------------------
records to disclose the interest in the Trust of each Participant,
former Participant and Beneficiary. Such records shall be in the form
of individual accounts, and credits and charges shall be made to such
accounts in the manner herein described. When appropriate, a
Participant shall have two separate accounts: Participant's Account
and Participant's Prior Account. Each Account shall be maintained
with appropriate subaccounts to reflect the Participant's type of
contribution and investment choices selected from the Funds offered
under Section 1.17. The maintenance of individual Accounts is for
accounting purposes only, and a segregation of the assets of the Trust
to each Account and/or subaccount shall not be required.
Distributions, withdrawals and loans made from an account shall be
charged to the Account as of the date paid.
6.2 Allocation of Trust Fund Income.
-------------------------------
(a) As of each Valuation Date, the Committee shall value all Trust
assets at current fair market value and shall determine the
income of Fund A, Fund B, Fund C and Fund D for the three months
then ended. In determining the current fair market value of any
Trust asset other than Company common stock, the Committee shall
use whatever valuation method it deems best, provided that such
method is consistently applied and is permitted under applicable
law. In determining the fair market value of Company common
stock, unless otherwise provided by applicable law, the Committee
shall use (1) if the Company common stock is then traded in the
over-the-counter market, the closing sale price (as reported in
the National Market System by NASDAQ with respect to such stock)
for the day during which the most recent trade of such stock has
occurred, including the current Valuation Date, or (2) if the
Company common stock is then traded an a securities exchange (or
exchanges), the closing sale price for the day during which the
most recent trade of such stock has occurred, including the
current Valuation Date.
In determining the income of the respective Funds, expenses
directly attributable to a particular
44
<PAGE>
Fund shall be allocated thereto, while expenses not directly
attributable to a particular Fund shall be apportioned among the
several Funds in the proportion that the fair market value of
each such Fund as of the immediately preceding Valuation Date
bears to the total value of all the Funds on such immediately
preceding Valuation Date.
(b) The income determined for a particular Fund pursuant to
subsection (a) shall be allocated to those Participants, former
Participants and Beneficiaries who have subaccount balances in
such Fund as of the current Valuation Date in the proportion that
each such subaccount balance as of the immediately preceding
Valuation Date (less withdrawals since such date) bears to the
total of all such subaccount balances on such immediately
preceding Valuation Date (less withdrawals since such date),
including any Basic, Supplemental and Employer Matching
Contributions made after such immediately preceding Valuation
Date but allocated to such subaccounts as of such day.
(c) The assets of the several Funds shall be valued in accordance
with the requirements hereof and of Article XV.
6.3 Allocation of Employer Matching Contributions. In accordance with the
---------------------------------------------
requirements of Article XV hereof, as of each Valuation Date, the
Committee shall allocate the amount of Employer Matching Contributions
for that calendar year quarter then ended to the Accounts of Full
Participants employed by the Employer on the Valuation Date. The
allocation to each Participant's Account shall be equal to the amount
of the Full Participant's Basic Contribution, up to a maximum of 6% of
Earnings, and subject to the limitations of Section 4.4.
6.4 Limitations on Allocation of Employer Matching Contributions. No Full
------------------------------------------------------------
Participant shall receive an allocation of Employer Matching
Contributions to the extent such allocation would cause the Annual
Addition with respect to such Full Participant to exceed the limits
then prescribed by Code Section 415(c)(1), nor shall a Full
Participant receive an allocation of Employer Matching Contributions
to the extent such allocation would violate the provisions of Section
4.4 of this Plan.
45
<PAGE>
6.5 Crediting of Basic and Supplemental Contributions. Basic and/or
-------------------------------------------------
Supplemental Contributions made by a Participant pursuant to Section
3.1 shall be credited to the Participant's Account on the Valuation
Date coincident with or next following the day on which such
contributions are deducted from the Participant's Earnings.
6.6 Temporary Limitation on Allocations. If it appears to the Committee
-----------------------------------
that, for any relevant Limitation Year, the provisions of section 6.4
may apply to limit amounts otherwise allocable to any Participant, the
Committee may, notwithstanding anything contained herein to the
contrary, temporarily restrict allocations with respect to such
Participant until it can be ascertained whether such sections apply
for the Limitation Year.
46
<PAGE>
ARTICLE VII
-----------
PLAN BENEFITS
-------------
7.1 Normal Retirement. Upon termination of employment on or after the
-----------------
Participant's Normal Retirement Age, other than by reason of death, a
Participant shall be entitled to a benefit based on the combined
balance of the Participant's Account and Participant's Prior Account
distributed in a manner provided in Article VIII.
7.2 Death. In the event of the death of a Participant prior to
-----
commencement of benefits described in Sections 7.1 and 7.3, the
Participant's Beneficiary shall be entitled to a benefit based on the
combined balance of the Participant's Account and Participant's Prior
Account distributed in a manner provided in Article VIII.
7.3 Other Termination of Employment. Upon termination of employment prior
-------------------------------
to the Participant's Normal Retirement Age for any reason other than
death, including Total Disability, a Participant shall be entitled to
a benefit based on the combined balance of the Participant's Account
and Participant's Prior Account distributed in a manner provided under
Article VIII.
7.4 Beneficiary. Each Participant will designate the Beneficiary (along
-----------
with alternate Beneficiaries) to whom, in the event of the
Participant's death, any benefit is payable hereunder. Each
Participant has the right, from time to time, to change any
designation of Beneficiary and such change automatically revokes any
prior designation. A designation or change of Beneficiary must be in
writing on forms supplied by the Plan Administrator and any Change of
Beneficiary form will not become effective until the change of
Beneficiary is filed with the Plan Administrator whether or not the
Participant is alive at the time of such filing, provided, however,
that any such change will not be effective with respect to any
payments made by the Trustee in accordance with the Participant's last
designation and prior to the time such change was received by the Plan
Administrator. The interest of any Beneficiary who dies before the
Participant will terminate unless otherwise provided. Effective as of
August 23, 1984, a designation by a Participant of a Beneficiary other
than his or her spouse will not be effective unless the Participant's
spouse consents in writing to such designation. A spouses consent
must acknowledge the effect of such designation and must be
47
<PAGE>
witnessed by a notary public. Spousal consent to a Participant's
Beneficiary designation will not be required if it is established to
the satisfaction of the Plan Administrator that spousal consent cannot
be obtained because the Participant does not have a spouse, because
the spouse cannot be located or because of such other circumstances as
may be prescribed in Treasury regulations. Any consent by a spouse or
any determination that such consent is not required will be effective
only with respect to such spouse. If a Beneficiary is not validly
designated, or is not living or cannot be found at the date of
payment, any amount payable pursuant to this Plan will be paid to the
spouse of the Participant, or if none surviving, to the Participant's
surviving children in equal shares, or if none surviving, to the
Participant's surviving parents in equal shares, or if none surviving,
to the Participant's estate.
7.5 Transfers to Noncovered Employment. If a Participant ceases to be an
----------------------------------
Employee because of transfer to an Affiliated Company that is not an
Employer under the Plan, all contributions to the Plan on behalf of
the Participant will cease.
The Participant's Account and Participant's Prior Account shall remain
allocated among the Funds in accordance with the allocation in effect
upon the Participant's transfer to an Affiliated Company. The
Participant will continue as a Participant in the Plan in all respects
except that there will be no further contributions to the Plan by or
for the Participant.
7.6 Transfers from Noncovered Employment. Any individual who becomes an
------------------------------------
Eligible Employee under the Plan due to transfer from an Affiliated
Company that is not an Employer under the Plan may elect to become a
Participant in the Plan provided the Employee has met the eligibility
requirements set forth in Sections 2.1 and 2.2. Such Eligible
Employee may participate as of the first pay period following the date
that the Employee satisfies the eligibility requirements of Sections
2.1 and 2.2 or any pay period thereafter while employed by the
Employer.
7.7 Total Disability. A Participant who suffers a Total Disability may
----------------
elect to continue making contributions to the Plan pursuant to the
provisions of Section 3.7. Such Participant may also elect to have the
value of the Participant's Account and Participant's Prior Account,
distributed in accordance with Article VIII,
48
<PAGE>
provided, however, that such a distribution will require the consent
of the Plan Administrator.
7.8 Valuation Date to be Used for Computation of Benefits. If a
-----------------------------------------------------
Participant, former Participant or Beneficiary becomes entitled to a
benefit pursuant to Sections 7.01, 7.02, 7.03 or Article IX, the value
of the Account balances available to be distributed shall be
determined as of the Valuation Date concurrent with or immediately
preceding the event giving rise to the distribution, plus any Basic
and/or Supplemental Contributions made after such date, less
withdrawals made after such date. However, a Full Participant or
Beneficiary who is entitled to a benefit pursuant to Sections 7.1 or
7.2 will also receive Employer Matching Contributions or Basic
Contributions' attributable to the calendar year quarter in which
Normal Retirement or death occurs. If, however, the application of
the preceding sentence would, in the opinion of the Committee, result
in a material inequity with respect to the Participant or the
remaining Participants, former Participants and Beneficiaries, it may
provide for a special valuation of Trust assets, which special
valuation shall be used to determine the amount of the distribution to
be made.
For purposes of Section 7.1, the event occasioning the benefit shall
be the Participant's termination of employment on or after his Normal
Retirement Age other than by reason of death. For purposes of Section
7.2, the event occasioning the benefit shall be the death of the
Participant prior to the commencement of a benefit described in
Section 7.1 or 7.3. For purposes of Section 7.3, the event
occasioning the benefit shall be the date the Participant's employment
terminates.
49
<PAGE>
ARTICLE VIII
------------
PAYMENT OF BENEFITS
-------------------
8.1 Form of Payment. At the direction of the Participant (or the legal
---------------
representative or Beneficiary of the Participant in the case of
incapacity or death), and subject to the consent of the Plan
Administrator and the provisions of the Plan, distribution of the
Participant's Account and Participant's Prior Account will be made as
follows:
(a) in a single cash lump sum, or
(b) in equal annual installments over a time period not to exceed ten
years, or
(c) by such other methods of payment as may be adopted by the Plan
Administrator according to uniform standards.
A Participant or former Participant shall be entitled to elect, in
writing as prescribed by the Committee, the form in which benefits are
to be paid to the Participant or, in the event of his death, to the
Beneficiary. The form of payment elected by a Participant or former
Participant may differ from the form elected with respect to the
Participant's Beneficiary. Such election may be made or changed at
any time prior to the payment or commencement of benefits, but shall
thereafter be irrevocable. In the absence of a valid election under
this section, a Participant or former Participant shall be deemed to
have elected a lump-sum distribution.
8.2 Lump-Sum Distributions. A lump-sum distribution shall be paid in
----------------------
cash, provided, however, that a Participant's or former Participant's
interest (if any) in Fund C or Fund 2 may be liquidated, upon written
request, by distribution of Company common stock. Distribution of a
Participant's or former Participant's interest in Fund 1 shall be
governed by the provisions of Article XV hereof.
8.3 Annual Installment Distributions. For the Plan Year in which
--------------------------------
installment payments are to begin, the Participant's Account and
Participant's Prior Account shall be valued in accordance with Section
7.8 and then liquidated. The Trustee shall distribute, as the first
annual installment, an amount equal to the quotient obtained by
dividing the amount determined under the preceding sentence by the
number of annual installments
50
<PAGE>
to be made, and shall thereupon transfer the remainder of such amount
to a federally insured savings account established in the name of the
Trustee. Each subsequent annual installment payment shall be made on
the anniversary date of the first installment payment and shall be an
amount equal to (i) the interest accrued in the savings account during
the preceding year, plus (ii) an amount equal to the quotient obtained
by dividing the principal then contained in such savings account by
the remaining installments to be paid.
8.4 Time of Payment. All distributions will be made in such form and at
---------------
such times as the Plan Administrator may determine, but in no event
later than 60 days after the end of the Plan Year containing the event
which gave rise to a distribution, e.g., disability, termination of
employment, death or retirement. Notwithstanding the previous
sentence, effective as of January 1, 1985, if the value of a
Participant's interest under the Plan exceeds or ever exceeded $3,500,
an immediate distribution will not be made without the Participant's
consent. If such Participant does not consent to an immediate
distribution, distribution will be made or commence within 60 days
after the close of the Plan Year in which the earlier of the
Participant's death or 65th birthday occurs. If a Participant does
not consent to an immediate distribution or elects to defer receipt of
his distribution, the Participant's Account and Participant's Prior
Account shall be valued in accordance with Section 7.8, then
liquidated and transferred to an interest-bearing account established
in the name of the Trustee on behalf of the Participant.
Notwithstanding any other provision in the Plan to the contrary, the
entire interest of any Participant under the Plan shall be
distributed, in accordance with Treasury regulations as follows:
(a) If the Participant is a 5-percent owner of the Employer, as
defined in Section 416 of the Code, with respect to the Plan Year
ending with or within the calendar year on which such Participant
attains age 70-1/2, the distribution of such Participant's entire
interest under the Plan must be made or commence no later than
the April 1 following the calendar year in which such individual
attains age 70-1/2. Distribution to a Participant other than a
5% owner of the Employer must be made or commence no later than
the April 1
51
<PAGE>
following the later of (i) the calendar year in which the
Participant terminates his employment or (ii) the calendar year
in which the Participant attains age 70-1/2.
(b) If a Participant's entire interest under the Plan is not
distributed in a lump sum, then such interest must be distributed
(i) over a period which does not extend beyond the life
expectancy of such Participant or (ii) over a period which does
not extend beyond the joint life expectancy of such Participant
and his Beneficiary.
(c) If the Participant dies after the distribution of his or her
interest has commended, the remaining portion of such interest
will continue to be distributed at least as rapidly as under the
method of distribution being used prior to such Participant's
death.
(d) If the Participant dies before distribution of his or her
interest has commenced, such Participant's entire interest will
be distributed no later than 5 years after such Participant's
death. However, if a Participant's interest is payable to a
designated Beneficiary over the life of such Beneficiary or over
a period which does not extend beyond the life expectancy of such
Beneficiary, such Participant's interest may be paid under such
method of distribution, commencing no later than 1 year after
such Participant's death.
8.5 Death of Participant Prior to Receiving Full Distribution. If a
---------------------------------------------------------
Participant dies after having terminated employment and prior to
receiving full distribution of the value of the Participant's Account
and Participant's Prior Account, the payments that would otherwise
have been made to the Participant will be made in cash to the
Beneficiary designated in accordance with Section 7.4.
8.6 General Limitations. No method of distribution to a Participant under
-------------------
Section 8.1 may be made if it would result in the value of the
interest of a Beneficiary, or a contingent annuitant who is not a
spouse of the Participant, to exceed 50% of the value of the
Participant's interest, both such values being determined as of the
Valuation Date coincident with or preceding the event which gave rise
to the distribution.
52
<PAGE>
8.7 Distributions Upon Withdrawal of Participating Affiliated Company.
-----------------------------------------------------------------
Notwithstanding the foregoing and any provisions of the Plan to the
contrary, the Trustee shall, as soon as it is administratively
feasible following the withdrawal of a participating Affiliated
Company, pay each Participant and Beneficiary, his Accrued Benefit in
accordance with the provisions of this Article VIII.
53
<PAGE>
ARTICLE IX
----------
WITHDRAWALS AND LOANS DURING EMPLOYMENT
---------------------------------------
9.1 Basic Contributions and Employer Matching Contributions. No portion
-------------------------------------------------------
of a Participant's Account attributable to Basic Contributions or any
investment earnings thereon, may be withdrawn except as provided for
in Section 9.3. However, a Participant may withdraw the value of the
Participant's Account attributable to Basic Contributions and Employer
Matching Contributions, or any investment earnings thereon, upon
retirement, death, Total Disability, termination of employment or
attainment of age 59-1/2.
9.2 Supplemental Contributions. Any Participant, by filing a written
--------------------------
request with the Plan Administrator, may elect to withdraw up to 100%
of the amount of Supplemental Contributions, including any investment
earnings thereon. Such withdrawal will be subject to the limitations
set forth in Section 9.5.
9.3 Hardship Withdrawals. A Participant, by filing a written request with
--------------------
the Plan Administrator, may withdraw all or a portion of the
Participant's Account attributable to Basic Contributions and any
investment earnings thereon attributable to contributions prior to
December 31, 1988 and the amount of Basic contributions only for Plan
Years beginning after December 31, 1988 only if:
(a) the Participant withdraws 100% of the Participant's Account
attributable to any Supplemental Contributions; and
(b) the Participant withdraws 100% of the funds that are eligible
for withdrawal from the Participant's Prior Account; and
(c) the withdrawal is being made for the purpose of immediate and
heavy financial needs; and
(d) the amount of the withdrawal is not more than the value of the
Participant's Account and Participant's Prior Account.
(e) for purposes of making the hardship withdrawal under this
section 9.3, the following are the only financial needs
considered immediate and heavy: expenses previously incurred or
necessary for medical care, as described in Code Section 213(d)
of the Employee, the Employee's spouse, children,
54
<PAGE>
or dependents; the purchase (excluding mortgage payments) of a
principal residence for the Employee; payment of tuition and
related educational fees for the next 12 months of post-secondary
education for the Employee, the Employee's spouse, children or
dependents; the need to prevent the eviction of the Employee
from, or a foreclosure on the mortgage of, the Employee's
principal residence, or, as a result of severe financial
hardship, Employee being unable to pay his debts as they become
due.
(f) 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 Basic Contributions (and Supplemental
Contributions) will be suspended for 12 months after the
receipt of the hardship distribution;
(iii) distribution is not in excess of the amount of an
immediate and heavy financial need (including amounts
necessary to pay any federal, state or local income taxes
or penalties reasonably anticipated to result from the
distribution); and
(iv) all plans maintained by the Employer providing the
Employee may not make Basic Contributions for the
Employee's taxable year immediately following the taxable
year of the hardship distribution in excess of the
applicable limit under Code Section 402(g) for such
taxable year less the amount of such Employee's Basic
Contributions for the taxable year of the hardship
distribution.
Such withdrawal and the amount thereof will be subject to the approval
of the Plan Administrator.
55
<PAGE>
9.4 Withdrawal from Participant's Prior Account.
-------------------------------------------
(a) Except as set forth in paragraph (b) below, a Participant may
withdraw up to 100% of the value of any amounts in the
Participant's Prior Account that are attributable to assets
transferred to this Plan under Section 3.9, provided the Employer
Contributions to be withdrawn had been held in the Plan or a
prior plan described in section 3.9 for a period of not less than
24 consecutive months.
(b) No portion of a Participant's Prior Account attributable to
Employer Contributions made to the Meridian Bancorp, Inc. Profit
Sharing and Deferred Compensation Plan (AM) and the Central Penn
National Bank Employees' Deferred Compensation and Supplemental
Income Plan after December 31, 1979, or any investment earnings
thereon after December 31, 1979, or the Stock Purchase Program
for Employees of Meridian Bancorp, Inc. and its Affiliated
Companies (AM) after March 31, 1982, or any investment earnings
thereon after March 31, 1982, may be withdrawn, except as
provided for in Section 9.3.
9.5 Limitations on Withdrawals. Any withdrawal under Article IX will be
--------------------------
subject to the following rules:
(a) only one withdrawal under Section 9.2 and 9.4(a) may be made by a
Participant in any calendar year.
(b) The Committee shall designate the Funds from which the withdrawn
amount will be deducted.
9.6 Participant Loan Program
------------------------
(a) In General. Notwithstanding the authority granted to any other
----------
Named Fiduciary pursuant to Article XI of the Plan, the
Participant Loan Officer shall have the sole authority to
administer Participant Loans pursuant to a written Participant
Loan Procedure. The fiduciary responsibility under ERISA
Sections 404 and 405 in connection with the offering,
administering, investing, or foreclosing of any Participant Loan
is allocated to the Participant Loan Officer to the extent
permitted by ERISA Section 405(c). The Participant Loan Officer
shall at all times administer the Plan's Participant Loan Program
primarily in the interest of the Plan Participants and in a
manner consistent with its fiduciary duty under ERISA. All
Participant Loans made pursuant to this
56
<PAGE>
section shall be considered general investments of the Trust and
the Trust Fund Income therefrom shall be allocated among the
Participants' Accounts pursuant to Section 6.02 of the Plan. The
Participant Loan Officer shall be designated by and shall serve
at the pleasure of the Committee.
(a) Participant Loan Procedure. The Participant Loan Officer shall
--------------------------
establish and implement a written Participant Loan Procedure
which sets forth administration of the Participant Loan Program
and provides for the investment of such loans as assets of the
Plan. The Participant Loan Procedure shall include, but need not
be limited to, the following:
(i) The identity of the person or position authorized by the
Committee to administer the Participant Loan Program;
(ii) A procedure for applying for Participant Loans;
(iii) The basis on which Participant Loans will be approved
or denied;
(iv) Limitations, if any, on the types and amounts of
Participant Loans offered.
(v) The procedure for determining a reasonable rate of
interest;
(vi) The types of collateral which may secure a Participant
Loan; and
(vii) The events constituting default and the steps that
will be taken to preserve assets of the Plan in the event
of such default.
(b) Incorporation. The Participant Loan Procedure is hereby
-------------
incorporated by reference into the Plan. The Participant Loan
Procedure shall form part of the Plan within the meaning of
Department of Labor Regulation Section 2550.408b-1(d)(2).
(c) Amendments. Notwithstanding the authority of the Board to amend
----------
the Plan pursuant to Article XII, the Participant Loan Officer
shall have the discretion to amend the written Participant Loan
Procedure.
57
<PAGE>
(d) Construction. The provisions of Plan Section 9.06 are intended
------------
to comply with, and shall be construed consistently with,
Department of Labor Regulation Section 2550.408b-1.
58
<PAGE>
ARTICLE X
---------
DUTIES OF THE TRUSTEE
---------------------
10.1 General Provisions. The assets under the Funds of this Plan will be
------------------
held by a Trustee selected by the Committee.
10.2 Trust Agreement. The Company will enter into a Trust Agreement with
---------------
one or more Trustees, and the Trustee will receive contributions made
by the Employer and contributions made by Participants pursuant to the
Plan and will hold, invest, reinvest and distribute such Funds in
accordance with the terms and provisions of the Trust Agreement. The
Committee will determine the form and terms of such Trust Agreement
and may modify such Trust Agreement from time to time to accomplish
the purposes of this Plan.
10.3 Delegation of Duties. The Trustee and the Company may by mutual
--------------------
agreement arrange for the delegation by the Trustee to the Company or
to the Committee of any of its functions other than the investment,
valuation, management and custody of assets, the voting with respect
to any securities, and the purchase and sale or redemption of
securities.
59
<PAGE>
ARTICLE XI
----------
ADMINISTRATION
--------------
11.1 Allocation and Delegation of Fiduciary Responsibilities. Fiduciary
-------------------------------------------------------
responsibilities with respect to the Plan are to be allocated to Named
Fiduciaries as set forth in this Article XI. A Named Fiduciary will
have only those specific powers, duties, responsibilities and
obligations as are specifically given under this Plan or the Trust
agreement. It is intended that each Named Fiduciary be responsible
for the proper exercise of its own powers, duties, responsibilities
and obligations under this Plan and/or the Trust agreement, and
generally will not be responsible for any act or failure to act of
another Named Fiduciary. A Named Fiduciary may delegate to any person
or entity, who may or may not be a Named Fiduciary, any of its powers
or duties under the Plan and/or the Trust agreement; provided however,
that except for the right to allocate or delegate such responsibility
to an Investment Manager, a Named Fiduciary who has the responsibility
to control or manage assets under the Trust agreement may not allocate
or delegate such responsibility to any other person or entity.
11.2 Powers and Responsibilities of the Board of Directors. The Board of
-----------------------------------------------------
Directors has the following powers and responsibilities:
(a) to authorize amendments to the Plan, as set forth in Article XII;
(b) to terminate the Plan, as set forth in Article XII; and
(c) to appoint and remove members of the Savings Plan Committee, as
set forth in Section 11.3.
11.3 Savings Plan Committee.
----------------------
(a) The Committee will consist of at least three (3) individuals who
will be appointed by and serve at the pleasure of the Board of
Directors. The Board of Directors will also appoint one (1)
member of the Committee to act as Chairman of such Committee.
Vacancies will be filled in the same manner as appointments. Any
member of the Committee may resign by delivering a written
resignation to the Board of Directors, to become
60
<PAGE>
effective upon delivery or at any other date specified therein.
(b) The members of the Committee will appoint a Secretary who may,
but need not be, a member of the Committee. The Committee may,
in writing, delegate some or all of its powers and
responsibilities as specified in Section 11.03(d) to any other
person or entity, who may or may not be a Named Fiduciary.
(c) The Committee will hold meetings upon such notice, at such time
or times, and at such place or places as it may determine. The
majority of the members of the Committee at the time in office
will constitute a quorum for the transaction of business at all
meetings and a majority vote of those present at any meeting will
be required for action. The Committee may also act by written
consent of a majority of its members.
(d) The Committee's powers and responsibilities will include the
following:
(i) to construe the Plan, correct defects, supply omissions
and reconcile inconsistencies to the extent necessary to
administer the Plan, with any instructions or
interpretations of the Plan made in good faith by the
Committee to be final and conclusive for all purposes;
(ii) to establish investment objectives with respect to the
investment of assets which are not held by an investment
company;
(iii) to add to or delete from the listing of separate
investment funds comprising the Fund;
(iv) to establish and maintain a funding policy necessary to
carry out the purposes of this Plan;
(v) to prepare periodic financial reports to the Board of
Directors which will show, in reasonable detail, the
assets and liabilities of the Plan and which will give an
account of the financial operations of the Plan;
61
<PAGE>
(vi) to prepare periodic administrative reports to the Board
of Directors which will show, in reasonable detail, the
administrative operations of the Plan;
(vii) to appoint and remove the Plan Administrator, and to
delegate to the Plan Administrator such powers and
responsibilities it deems appropriate;
(viii) to appoint and remove other Named Fiduciaries;
(ix) to appoint and remove an Investment Manager;
(x) to appoint and remove an independent auditor as required
under ERISA; and
(xi) to appoint and remove the Participant Loan officer.
11.4 Plan Administrator.
------------------
(a) The Plan Administrator will be appointed by and serve at the
pleasure of the Committee. The Plan Administrator may resign by
delivering a written resignation to the Committee, to be
effective on delivery or at any other date specified therein.
Upon the resignation or removal of the Plan Administrator, a
successor Plan Administrator will be appointed by the Committee.
(b) The Plan Administrator may, in writing, delegate some or all of
its powers and responsibilities as set forth in Section 11.4(c)
to any other person or entity, who may or may not be a Named
Fiduciary.
(c) The Plan Administrator will adopt such rules for administration
of the Plan as is considered desirable, provided they do not
conflict with the Plan. Records of administration of the Plan
will be kept, and Participants and their Beneficiaries may
examine records pertaining directly to themselves. The Plan
Administrator's powers and responsibilities will include the
following:
(i) to comply with any requirements of ERISA with respect to
filing reports with governmental agencies;
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<PAGE>
(ii) to provide Employees with any and all information
required by ERISA;
(iii) to coordinate any necessary audit process with
respect to reports on administration data; and
(iv) to conduct routine Plan administration.
11.5 Claims Procedure.
----------------
The Committee will make all determinations as to the rights of any
person to a benefit under the Plan. If the Committee denies in whole
or in part any claim for a benefit under the Plan by a Participant or
Beneficiary, the Committee shall furnish the claimant with notice of
the decision not later than 90 days after receipt of the claim, unless
special circumstances require an extension of time for processing the
claim. If such an extension of time for processing is required,
written notice of the extension shall be furnished to the claimant
prior to the termination of the initial 90-day period. In no event
shall such extension exceed the period of 90 days from the end of such
initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the
Committee expects to render the final decision.
The written notice which the Committee shall provide to every
claimant who is denied a claim for benefits shall set forth in a
manner calculated to be understood by the claimant:
(a) the specific reason or reasons for the denial;
(b) specific reference to pertinent Plan provisions on which the
denial is based;
(c) a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why
such material or information if necessary; and
(d) appropriate information as to the steps to be taken if the
claimant wishes to submit the claim for review.
A claimant or authorized representative may request a review of the
denied claim. Such request shall be made in writing and shall be
presented to the Committee not more than 60 days after receipt by the
claimant of
63
<PAGE>
written notification of the denial of a claim. The claimant shall
have the right to review pertinent documents and to submit issues and
comments in writing. The claimant may, if desired, request a hearing
before a decision is made, in which case the Committee may conduct
such hearing.
Any such hearing shall be held within 60 days of the claimant's
request therefor. If a hearing is not requested by a claimant, the
committee shall review the claim based upon the pertinent documents
and upon the consideration of such issues and comments as the claimant
may direct in writing. The Committee shall make their decision on
review not later than 60 days after receipt of the claimant's request
for review, unless special circumstances (such as the holding of a
hearing at the claimant's request) require an extension of time, in
which case a decision shall be rendered as soon as possible but not
later than 120 days after receipt of the request for review. If an
extension of time for review is required because of the special
circumstances, written notice of the extension shall be furnished to
the claimant prior to the commencement of the extension. The decision
on review shall be in writing and shall include specific reasons for
the decision, written in a manner calculated to be understood by the
claimant, and specific references to the pertinent Plan provisions on
which the decision is based.
11.6 Employment of Agents. The Named Fiduciaries may retain such counsel,
--------------------
actuarial, medical, accounting, clerical and other services as they
may require to carry out the provisions and purposes of the Plan.
11.7 Reliance on Reports and Certificates. Named Fiduciaries under the
------------------------------------
Plan and the officers and managers and Employees of the Company will
be entitled to rely upon all tables, valuations, certificates, and
reports furnished by any duly appointed actuary, upon all certificates
and reports made by the Trustee, Investment Manager, or any duly
appointed accountant, and upon all opinions given by any duly
appointed legal counsel.
11.8 Compensation. Named Fiduciaries under the Plan, except the Trustee,
------------
will not receive any compensation for their services as such.
11.9 Named Fiduciary's Own Participation. A Named Fiduciary may not act,
-----------------------------------
vote, or otherwise influence a decision specifically relating to its
own participation under
64
<PAGE>
the Plan except for certain limited purposes in accordance with
provisions of the Trust Agreement.
11.10 Liability for Administration of the Plan. No member of the Committee
----------------------------------------
shall be personally liable by virtue of any instrument executed by the
member, or on the member's behalf, as a member of the Committee.
Neither the Company nor any of its officers or directors, nor any
member of the Committee, shall be personally liable for any action or
inaction with respect to any duty or responsibility imposed upon such
person by the terms of the Plan unless such action or inaction is
judicially determined to be a breach of that person's responsibility
as a Fiduciary with respect to the Plan under any applicable law. The
Company shall indemnify and hold harmless its officers, directors, and
each member of the Committee against any and all claims, losses,
damages, expenses (including attorney's fees), and liability
(including, in each case, amounts paid in settlement), arising from
any action or failure to act, except when the same is judicially
determined to be due to the gross negligence or willful misconduct of
such officer, director or member of the Committee. The foregoing
right of indemnification shall be in addition to any other rights to
which any such person may be entitled as a matter of law.
65
<PAGE>
ARTICLE XII
-----------
AMENDMENT AND TERMINATION
-------------------------
12.1 Right to Amend or Terminate. The Company hopes and expects to
---------------------------
continue the Plan indefinitely, but nevertheless reserves the right,
by action of the Board of Directors, to amend, modify, suspend or
terminate the Plan in whole or in part at any time. No amendment will
be effective unless the Plan as so amended is for the exclusive
benefit of the Participants and their Beneficiaries, and no amendment
will deprive any Participant of his or her Accrued Benefit, decrease a
Participant's Accrued Benefit or eliminate an optional form of benefit
(except as permitted by the Code) provided, however, that any and all
amendments may be made which are necessary to qualify or maintain the
qualification of the Plan under the Internal Revenue Code and to meet
and continue meeting the requirements of ERISA. If any provisions of
this Plan relating to the percentage of a Participant's Accrued
Benefit that is vested are changed, any Participant with at least five
years of Service may elect, by filing written request with the Plan
Administrator within 60 days after the later of (1) the date the
amendment was adopted, (2) the date the amendment was effective, and
(3) the date the Participant received written notice of such
amendment, to have the Participant's vested interest computed under
the provisions of this Plan as in effect immediately prior to such
amendment.
12.2 Distribution of Funds Upon Termination of Plan. Upon complete
----------------------------------------------
termination of the Plan or complete discontinuance of Employer
contributions, each Participant will continue to be immediately
entitled to the full value of the Participant's Account and
Participant's Prior Account. Distribution of the Participant's
Account and Participant's Prior Account will be made in accordance
with Article VIII.
66
<PAGE>
ARTICLE XIII
------------
GENERAL PROVISIONS
------------------
13.1 Employment Relationships. Nothing contained herein will be deemed to
------------------------
give any Employee the right to be retained in the service of the
Employer or to interfere with the rights of the Employer to discharge
any Employee at any time.
13.2 Non-Alienation of Benefits. To the extent permitted by law, no
--------------------------
benefit payable under the Plan will be subject in any manner to
anticipation, assignment, attachment, garnishment, or pledge, and any
attempt to anticipate, assign, attach, garnish or pledge the same will
be void, and no such benefits will be in any manner liable, except as
provided in Section 9.9, for or subject to the debts, liabilities,
engagements, or torts of any Participant.
This section shall not apply to the discharge of the support, alimony
or marital property rights obligations of a Participant pursuant to a
"qualified domestic relations order" within the meaning of Code
Section 414(p). The Plan Administrator shall be authorized to carry
out the terms of a qualified domestic relations order in accordance
with the provisions of the Code and within its interpretation of the
Plan.
13.3 Governing Law. To the extent that Pennsylvania law has not been
-------------
preempted by ERISA, the provisions of the Plan will be construed in
accordance with the laws of the Commonwealth of Pennsylvania.
13.4 Plan for Exclusive Benefit of Employees. Except as otherwise provided
---------------------------------------
in Section 4.7, no part of the corpus or income of the Trust will be
used for, or diverted to, purposes other than the exclusive benefit of
Participants and their Beneficiaries.
13.5 Merger or Consolidation of Plan. No merger or consolidation with, or
-------------------------------
transfer of any assets or liabilities to, any other plan will occur,
unless each Participant will be entitled to receive a benefit
immediately after such merger, consolidation, or transfer, as if such
other plan had been terminated, which is at least equal to the benefit
the Participant would have been entitled to immediately before such
merger, consolidation, or transfer as if this Plan had been
terminated.
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<PAGE>
13.6 Payments to Minors and Incompetents. If a Participant or Beneficiary
-----------------------------------
entitled to receive any benefits hereunder is a minor or is deemed by
the Committee or is adjudged to be legally incapable of giving valid
receipt and discharge for such benefits, they will be paid to such
persons as the Committee might designate or to the duly appointed
guardian.
13.7 Funding Policy. The Committee will be responsible for establishing
--------------
any necessary funding policy for the Plan.
68
<PAGE>
ARTICLE XIV
-----------
TOP-HEAVY PROVISIONS
--------------------
14.1 Top-Heavy Provisions. The provisions of this Article XIV shall become
--------------------
effective in any Plan Year commencing after December 31, 1983, in
which the Plan is determined to be a Top-Heavy Plan, as provided in
Section 14.2.
14.2 Determination of Top-Heavy. The Plan will be considered a Top-Heavy
--------------------------
Plan for a Plan Year if as of the last Valuation Date of the preceding
Plan Year, (1) the value of the Accrued Benefits of Participants who
are Key Employees [as defined in Code Section 416(i)] exceeds 60% of
the value of the Accrued Benefits of all Participants (the "60% Test")
or (2) the Plan is part of a required aggregation group [within the
meaning of Code Section 416(g)] and the required aggregation group is
top-heavy. However, and notwithstanding the results of the 60% Test,
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
(within the meaning of Code Section 416(g)) which is not top-heavy.
For purposes of this Section 14.02, the value of the Accrued Benefits
of Key Employees and other Participants in the Plan shall be adjusted
in accordance with the provisions of Prop. Reg. (S)1.416.1 (or any
other application regulation).
14.3 Minimum Allocations. Notwithstanding the provisions of Section 4.1,
-------------------
for any Plan Year during which the Plan is deemed a Top-Heavy Plan,
the following special rules shall apply:
(i) Eligible Employees who are employed at the end of the
Plan Year shall be deemed to be Participants in the
Plan, even though such Eligible Employees have failed
to complete 1,000 Hours of Service during the Plan Year
or have declined to made Basic Contributions pursuant
to Section 3.1;
(ii) An Employer contribution shall be allocated to the
Participant's Account of each Eligible Employee who is
not a Key Employee in an amount equal to the lesser of
(1) 3% of the compensation (as defined in Section 415
of the Code) of each non-Key Employee or (2) the
largest percentage of compensation provided by an
Employer
69
<PAGE>
contribution on behalf of any Key Employee for the Plan
Year.
14.4 Compensation Limitation. For any Plan Year in which the Plan is a
-----------------------
Top-Heavy Plan, the compensation limitation described in Code Section
416(d) shall apply.
14.5 Impact on Maximum Benefits. For any Plan Year in which the Plan is a
--------------------------
Top-Heavy Plan, Section 4.04(b) shall be read by substituting the
number "1.00" for the number "1.25" wherever it appears therein,
except that such substitution shall not have the effect of reducing
any benefit accrued under a defined benefit plan prior to the first
day of the Plan Year in which this provision becomes applicable.
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<PAGE>
ARTICLE XV
----------
EMPLOYEE STOCK OWNERSHIP PROVISIONS
-----------------------------------
15.1 Preface. The provisions of this article are intended to create a
-------
stock bonus plan that constitutes an "employee stock ownership plan,"
within the meaning of Code Section 4975(e)(7), which is designed to
invest in "qualifying employer securities," within the meaning of Code
Section 4975(e)(8). Although the provisions of this article authorize
the Plan to engage in a leveraged acquisition of Company Securities,
there shall be no obligation on the part of the Trustee or the
Employer to cause the Plan to do so. To the extent such a leveraged
acquisition is entered into prior to January 1, 1990, the Company
Securities so acquired are contemplated to be shares of Series B
Cumulative Convertible Preferred Stock, which stock will have such
terms, rights, preferences, dividends and other features as may be
established on or before the date of acquisition. Such preferred
stock, if so acquired, will be placed in a Fund to be referred to as
Fund 1. Any Employer Matching Contributions that are contributed to
the Plan from time to time and not used to repay an ESOP Loan will be
used to purchase shares of Company common stock. Such common stock,
if acquired, will be placed in a Fund to be referred to as Fund 2.
The Employer reserves the right, by action of the Committee, to
establish such additional Funds as may be necessary or desirable from
time to time for the proper administration of the Plan. Such
additional Funds may be established to provide additional investment
vehicles required by reason of the diversification requirements of
Code Section 401(a)(28)(B), to provide for subsequent leveraged
acquisitions of Company Securities, and for other reasons.
Notwithstanding the foregoing and any other provision in this Plan
document or the Trust Agreement to the contrary, the Employer, by
appropriate Board action, reserves the right to cause Employer
Matching Contributions and dividends described in Section 15.8 and
15.10 to be invested (on a nonleveraged basis) in a class of
convertible referred stock (in lieu of common stock) to be authorized
for such purpose. If such action is taken, the provisions of this
Plan document and the Trust Agreement shall be deemed automatically
amended to the extent necessary and appropriate to reflect such
change.
71
<PAGE>
The "employee stock ownership plan" established by this article shall
be subject to all other provisions of this Plan document except to the
extent that such provisions are clearly inconsistent with the
provisions of this article. Until such time as these employee stock
ownership provisions are implemented by appropriate Board and/or
Committee action, Employer Matching Contributions shall continue to be
deposited in Funds A, B, C and/or D, as elected by the Participants
for Basic Contributions.
15.2 Definitions. The following terms shall, for purposes of this article,
-----------
have the respective meanings ascribed to them below unless the context
in which they are used clearly otherwise requires:
(a) "Allocation Ratio" means, for any calendar quarter, the ratio
------------------
which a Full Participant's Basic Contributions (not in excess of
6% of Earnings) made during such quarter bear to the total Basic
Contributions (not in excess of 6% of Earnings) made during such
quarter by all Full Participants who have not separated from
Service as of the last day of such calendar quarter and all Full
Participants who have so separated for reasons described in
Sections 7.1 and 7.2.
(b) "Company Securities" means any "employer securities," within the
--------------------
meaning of Code Section 409(1).
(c) "Discretionary Contribution" means any supplemental Employer
----------------------------
contribution made in order to satisfy the nondiscrimination
requirements of Code Section 401(k) or 401(m).
(d) "Employer Matching Contribution" means the sum of the Primary
--------------------------------
Matching Contribution and the Secondary Matching Contribution for
a relevant quarter.
(e) "ESOP Loan" means a loan (or other extension of credit) the
-----------
proceeds of which are used to acquire Company Securities (or to
refinance a prior such loan) and which satisfies the requirements
of Section 15.3.
(f) "Fair Market Value" means:
-------------------
(i) with respect to Company common stock on any relevant
day, (A) if such stock is then traded in the
over-the-counter market, the
72
<PAGE>
closing sale price (as reported in the National Market
System by NASDAQ with respect to such stock) for the
most recent date (including such relevant date) during
which a trade in such stock has occurred, or (B) if
such stock is then traded on a securities exchange, the
closing sale price for the most recent date (including
such relevant date) during which a trade in such stock
has occurred; and
(ii) with respect to any issue of Company convertible
preferred stock on any relevant day, the greater of (A)
the price at which such stock may be tendered to the
Company for redemption, or (B) the Fair Market Value of
the Company common stock into which it is convertible.
(g) "Primary Matching Contribution" means an amount, payable
-------------------------------
quarterly by the Employer, which, when added to (i) the then
existing amounts described in Section 15.4(a) and (b), and (ii)
the then existing amount described parenthetically in Section
15.4(c), is sufficient to make the scheduled loan amortization
payment for such quarter for each ESOP Loan then outstanding.
(h) "Secondary Matching Contribution" means an amount, payable
---------------------------------
quarterly by the Employer, which equals the excess (if any) of
(i) 100% of the Basic Contributions (not in excess of 6% of
Earnings) of all Full Participants who have not separated from
service as of the last day of such calendar quarter and all Full
Participants who have so separated for reasons described in
Sections 7.1 and 7.2, over (ii) the Fair Market Value of the
Company Securities allocated as units under Section 16.7 for such
calendar quarter.
(i) "Suspense Account" means the account of that name established
------------------
within each Fund with respect to which there is at any time an
outstanding ESOP Loan.
15.3 ESOP Loans.
----------
(a) The Committee may direct the Trustee to incur one or more ESOP
Loans on behalf of the Trust in a manner and under conditions
which will cause each such loan to satisfy the provisions of Code
Section 4975(d)(3).
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<PAGE>
(b) An ESOP Loan shall be used primarily for the benefit of Plan
Participants, former Participants and Beneficiaries.
(c) The terms of each ESOP Loan must, at the time the loan is made,
be at least as favorable to.the Trust as the terms of a
comparable loan resulting from arm's-length negotiations between
independent parties.
(d) The proceeds of an ESOP Loan shall be used, within a reasonable
time after the loan is obtained, only to (i) purchase Company
securities, (ii) repay such loan, or (iii) repay any prior ESOP
Loan. Except as otherwise required or permitted by Code Section
409(h) and 409(l) and the regulations promulgated thereunder and
under Code Section 4975, no Company Securities acquired with the
proceeds of an ESOP Loan shall be subject to any put, call, or
other option, or buy-sell or similar arrangement while held by
and when distributed from the Trust, whether or not the Plan then
constitutes an "employee stock ownership plan," within the
meaning of Code Section 4975(e)(7), and whether or not the ESOP
Loan has been repaid at such time.
(e) Each ESOP Loan shall be for a specific term and shall bear a
reasonable rate of interest. An ESOP Loan may be secured by a
pledge of Company Securities acquired with the proceeds of the
ESOP Loan (or acquired with the proceeds of a prior ESOP Loan
which is being refinanced). No lender shall have recourse
against Trust assets other than (i) the Company Securities
pledged for such loan, (ii) Primary Matching Contributions, and
(iii) earnings attributable to pledged Company Securities and
the investment of Primary Matching contributions.
(f) Payments of principal and interest on an ESOP Loan shall be made
solely from (i) Primary Matching Contributions, (ii) earnings
attributable to the investment of Primary Matching Contributions,
(iii) earnings attributable to Company Securities the purchase of
which was financed by such loan (or prior ESOP loan refinanced by
such loan), and (iv) where appropriate, from the proceeds
resulting from the sale or other disposition of Company
Securities in a Suspense Account which were so financed.
74
<PAGE>
(g) An ESOP Loan shall not be payable on demand except in the event
of default. In the event of default on an ESOP Loan, the value
of Plan assets transferred in satisfaction of the loan shall not
exceed the amount of the default. If the lender is a
"disqualified person" within the meaning of Code Section
4975(e)(2), the ESOP Loan must provide for a transfer of Plan
assets on default only up to and to the extent of the failure of
the Trust to meet the payment of principal and interest on the
loan as such payments become due and payable.
(h) In acquiring Company Securities with the proceeds of an ESOP
Loan, the Trustee shall take all appropriate and necessary
measures to ensure that the Trust pays no more than "adequate
consideration," within the meaning of ERISA Section 3(18), for
such securities and, if required, shall secure the appraisal
described in Code Section 401(a)(28)(C).
(i) All Company Securities acquired with the proceeds of an ESOP Loan
shall be placed in a Suspense Account established within the Fund
to which such securities relate; provided, however, that any such
securities which serve as collateral for such a loan may be
physically segregated from other Trust assets.
(j) Whether or not pledged as collateral for an ESOP Loan, Company
Securities placed in a Suspense Account shall be periodically
released therefrom as loan amortization payments are made in
accordance with the provisions of Section 15.5.
(k) Solely for convenience of Plan administration, each ESOP Loan
shall be structured, to the extent possible, so as to require
amortization payments to be made on the last day of each calendar
quarter.
15.4 ESOP Loan Repayment -- Priority of Sources of Repayment. ESOP Loan
-------------------------------------------------------
amortization payments shall be made by the Trustee from the following
sources in the manner and order of priority as follows:
(a) dividends (including earnings resulting from the temporary
investment thereof) on Company Securities held in the related
Suspense Account;
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<PAGE>
(b) unless otherwise directed by the Committee, dividends (including
earnings resulting from the temporary investment thereof) on
other Company Securities acquired with the proceeds of such ESOP
Loan (or a prior ESOP Loan refinanced by such ESOP Loan);
(c) Primary Matching Contributions (including earnings resulting from
the temporary investment thereof); and
(d) where appropriate, the proceeds resulting from the sale or other
disposition of company Securities in a Suspense Account which
were acquired with the proceeds of such ESOP Loan (or a prior
ESOP Loan refinanced by such ESOP Loan).
15.5 Release From Suspense Account. As soon as practicable after each ESOP
-----------------------------
Loan amortization payment is made, a number of shares of Company
Securities acquired with the proceeds of the ESOP Loan and held in a
related Suspense Account shall be released from such Suspense Account.
The total number of shares so released shall equal the number of
shares of Company Securities held in the Suspense Account with respect
to such ESOP Loan immediately prior to the release multiplied by a
fraction. The numerator of the fraction shall be the amount of
principal and interest paid by the Trust an the ESOP Loan with such
loan amortization payment. The denominator of the fraction shall be
the sum of the numerator plus the principal and interest to be paid on
such ESOP Loan with all future loan amortization payments. The number
of future payments under such ESOP Loan must be definitely
ascertainable and must be determined without taking into account any
possible extensions or renewal periods. If the interest rate under
the ESOP Loan is variable, the interest to be paid in future periods
must be computed by using the interest rate applicable as of the due
date of the current amortization payment. The shares that are
released from the Suspense Account pursuant to this section shall he
allocated in the form of units to the relevant Fund accounts of the
Participants in accordance with the provisions of Sections 15.6 and
15.7.
15.6 Dividend Allocation.
-------------------
(a) As soon as practicable following the calculation (pursuant to
Section 15.05) of the number of shares to be released from a
Suspense Account as a result of an ESOP Loan amortization
payment, if
76
<PAGE>
any portion of such amortization payment was derived by using
dividends received with respect to Company Securities financed by
such ESOP Loan (or a prior ESOP Loan refinanced by such ESOP
Loan), there shall be calculated the number of released shares
attributable to (i) cash dividends (including earnings resulting
from the temporary investment thereof) on shares allocated to the
Fund accounts of Participants, former Participants and
Beneficiaries (the "Allocated Dividends") and (ii) cash dividends
(including earnings resulting from the temporary investment
thereof) an shares held in the Suspense Account (the "Unallocated
Dividends").
(b) The number of shares attributable to Allocated Dividends shall
equal the total number of shares released from the Suspense
Account multiplied by a fraction. The numerator of the fraction
shall be the amount of the Allocated Dividends used to make the
ESOP Loan amortization payment. The denominator of the fraction
shall be the Fair Market Value of the total number of shares
released as a result of such loan amortization payment. The
number of shares so determined shall be allocated in the form of
units to the relevant accounts of the Participants, former
Participants and Beneficiaries in the same proportion that each
such person's Allocated Dividends used to make the loan
amortization payment bears to the total amount of Allocated
Dividends so used. Such allocation shall be made as of the due
date of the ESOP Loan amortization payment.
(c) The number of shares attributable to Unallocated Dividends shall
equal the balance of the shares released from the Suspense
Account multiplied by a fraction. The numerator of the fraction
shall be the amount of the Unallocated Dividends used to make the
ESOP Loan amortization payment. The denominator of the fraction
shall be the amount of the ESOP Loan amortization payment reduced
by the amount of the Allocated Dividends used to make such loan
amortization payment. The number of shares so determined shall
be allocated in the form of units determined shall be allocated
in the form of units to the relevant accounts of the Participants
pursuant to Section 15.7.
15.7 Primary Match Allocation. As of the due date of an ESOP Loan
------------------------
amortization payment, all shares released from the relevant Suspense
Account and not allocated
77
<PAGE>
pursuant to Section 15.6 shall be allocated in the form of units to
the relevant accounts of the Participants in proportion to their
respective Allocation Ratios for that calendar quarter.
15.8 Dividends on Company Securities Following Repayment of ESOP Loan. All
----------------------------------------------------------------
dividends an company Securities acquired with the proceeds of an ESOP
Loan shall, following repayment of such loan in full, be reinvested in
Company common stock, except to the extent the Committee authorizes
the periodic distribution of such dividends to those Participants,
former Participants and Beneficiaries who so elect. Company common
stock so acquired with reinvested dividends shall be allocated in the
form of units to accounts established for such persons in Fund 2.
15.9 Allocation of Secondary Matching Contributions. Any Secondary Matching
----------------------------------------------
contributions made to the Plan for a relevant calendar quarter shall
be used to acquire Company common stock. Company common stock acquired
with Secondary Matching Contributions shall be allocated in the form
of units to the relevant Fund accounts of the Participants in
proportion to their respective Allocation Ratios for that calendar
quarter. Such allocation shall be made as of the last day of the
relevant calendar quarter.
15.10 Dividends on Common Stock in Fund 2. All dividends on Company common
-----------------------------------
stock in Fund 2 shall be reinvested in additional Company common
stock, except to the extent the Committee authorizes the periodic
distribution of such dividends to those Participants, former
Participants and Beneficiaries who so elect. Company common stock so
acquired with reinvested dividends shall be allocated in the form of
units to accounts established for such persons in Fund 2.
15.11 Discretionary Contributions. The Committee shall be permitted to make
---------------------------
such additional contributions to the Trust as it deems necessary in
order to comply with either the actual deferral percentage
requirements of Code Section 401(k)(3) or the contribution percentage
requirements of Code Section 401(m)(2) for a Plan Year. The Committee
may designate all or any part of a Discretionary Contribution as a
contribution to the 401(k) portion of the Plan which shall be used for
Code Section 401(k) purposes or contribution to the ESOP portion of
the Plan which shall be used for Code Section 401(m) purposes. Any
Discretionary Contribution designated as a contribution to the 401(k)
portion of the Plan shall satisfy the requirements for
78
<PAGE>
qualified nonelective contributions treated as elective contributions
under Code Section 401(k)(3)(B) and (C) and shall be subject to the
nonforfeitability and distribution rules applicable to Basic
Contributions. Any Discretionary Contribution designated as a
contribution to the ESOP portion of the Plan shall satisfy the
requirements for qualified nonelective contributions treated as
matching contributions under Code Section 401(m)(4)(C). Such
contributions shall be allocated as of the December 31 of such Plan
Year to any or all Participants on that date other than Participants
who are "Highly Compensated Employees" (within the meaning of Code
Section 414(q) and Section 1114(c)(4) of the Tax Reform Act of 1986)
in accordance with their respective Allocation Ratios for such Plan
Year. For this purpose, only Basic Contributions of Participants
designated as eligible to share in such contributions shall be taken
into account. Such amounts shall be invested in Company Securities as
directed by the Committee.
15.12 Diversification. Beginning as of June 27, 1999, a Participant who has
---------------
attained age 55 and completed ten years of participation in the Plan
may elect to diversify the assets reflected by units credited to his
accounts under the several Funds created under this Article XV, which
are invested primarily in company Securities, in compliance with Code
Section 401(a)(28).
15.13 Distributions. In general, benefits payable under the terms of the
-------------
Plan shall be distributed in accordance with the provisions of Article
VIII; provided, however, that if a person elects to receive an in-kind
distribution from a Fund which holds Company convertible Preferred
stock which is not then readily tradeable on an established securities
market, and (i) if the then Fair Market Value of the Company common
stock into which such Company preferred stock is convertible is more
than the redemption price of such preferred stock, the Trustee shall
cause such preferred stock to be converted and distribute Company
common stock to such person, together with any additional cash then in
such Fund (including any cash in lieu of the issuance of a fractional
share of Company common stock) and allocated to such person; and (ii)
if the then Fair Market Value of the Company common stock into which
such Company preferred stock is convertible is less than the
redemption price of such preferred stock and (A) a person elects to
receive an in-kind distribution, then the Trustee shall cause the
company to redeem such preferred stock, and notwithstanding any
provision to the Plan document or the Trust Agreement to the
79
<PAGE>
contrary, use the proceeds of the redemption to purchase Company
common stock in an open market transaction to the maximum extent
possible, and distribute such Company common stock to such person,
together with any remaining cash in such Fund allocated to such
person; or (B) such person elects to receive a cash distribution from
a Fund which holds Company convertible preferred stock which is not
then readily tradeable on an established securities market, the
Trustee shall cause the Company to redeem such preferred stock and
distribute the resulting cash balance in the Fund to such person.
80
<PAGE>
SIGNATURE PAGE
--------------
IN WITNESS WHEREOF, Meridian Bancorp, Inc. has caused this Plan be duly executed
under seal this 8th day of January 1993.
Meridian Bancorp, Inc.
By /s/ Barbara A. Espeland
-----------------------
Attest:
/s/ Dawn P. Smith
- -----------------
Secretary
CORPORATE SEAL
81
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Meridian Bancorp, Inc. Savings Plan of CoreStates
Financial Corp of our report dated January 17, 1996, with respect to the
consolidated financial statements of CoreStates Financial Corp incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Philadelphia, Pennsylvania
April 23, 1996
<PAGE>
Exhibit 23.2
[LOGO OF KPMG Peat Marwick LLP]
1600 Market Street
Philadelphia, PA 19103-7212
The Board of Directors
CoreStates Financial Corp:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of CoreStates Financial Corp of our report dated January 17, 1996,
except as to note 2, which is as of February 23, 1996, with respect to the
consolidated balance sheets of Meridian Bancorp, Inc. and subsidiaries as of
December 31, 1995, and 1994, and the related consolidated statements of income,
changes in shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1995, which is incorporated by reference in
the Form 8-K of CoreStates Financial Corp dated April 2, 1996. The report of
KPMG Peat Marwick LLP covering the aforementioned financial statements contains
an explanatory paragraph which discusses that Meridian Bancorp, Inc. adopted the
provisions of the Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities, and No. 112, Employers' Accounting for Postemployment
Benefits, in 1994, and No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions, and No. 109, Accounting for Income Taxes, in 1993.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
April 23, 1996
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated April 25, 1996 of CoreStates Financial Corp and in the related
prospectus of our report dated March 16, 1994, except as to the third paragraph
of Note 1 and the last paragraph of Note 16 which are as of July 19, 1994,
relating to the consolidated statements of operations, changes in shareholders'
equity and cash flows of Constellation Bancorp and subsidiaries for the year
ended December 31, 1993, which report appears in the 1995 Annual Report on Form
10-K of CoreStates Financial Corp.
Our report refers to a statement of the 1993 financial statements to remove
certain merger-related changes and to a change in accounting for postretirement
benefits other than pensions, income taxes, and certain investments in debt and
equity securities in 1993.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 24, 1996
<PAGE>
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
United Counties Bancorporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated April 25, 1996 of CoreStates Financial Corp and in the related
prospectus of our report dated January 16, 1996, except for Note 20, which is as
of February 23, 1996, relating to the consolidated balance sheets of United
Counties Bancorporation and subsidiaries as of December 31, 1995 and 1994, and
the related consolidated statements of income, changes in stockholders' equity,
and cash flow for each of the years in the three-year period ended December 31,
1995, which report appears in the Form 8-K of CoreStates Financial Corp dated
April 3, 1996.
Our report refers to a change in accounting for certain investments in debt and
equity securities in 1994 and income taxes in 1993.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 24, 1996
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of CoreStates Financial Corp of our report, which includes an
explanatory paragraph related to a change in the method of accounting for
investments in 1993, dated January 19, 1994, on our audit of the consolidated
statements of Independence Bancorp, Inc. as of and for the year ended December
31, 1993, incorporated by reference in CoreStates Annual Report on Form 10-K for
the year ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
April 23, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ Robert W. Cardy
-------------------------
ROBERT W. CARDY
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ Carlton E. Hughes
----------------------------
CARLTON E. HUGHES
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ Ernest E. Jones
-------------------------
ERNEST E. JONES
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ Herbert Lotman
-------------------------
HERBERT LOTMAN
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ George V. Lynstt
-------------------------
GEORGE V. LYNSTT
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ Samuel A. McCullough
----------------------------
SAMUEL A. McCULLOUGH
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ Patrice A. McFate
---------------------------
PATRICE A. MCFATE
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ James M. Seabrook, Sr.
------------------------------
JAMES M. SEABROOK, SR.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ Raymond W. Smith
---------------------------
RAYMOND W. SMITH
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ George Strawbridge, Jr.
-------------------------------
GEORGE STRAWBRIDGE, JR.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ Peter S. Strawbridge
-----------------------------
PETER S. STRAWBRIDGE
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint:
TERRENCE A. LARSEN
AND/OR
CHARLES L. COLTMAN, III
and each of them, his attorney to do any and all acts, including the execution
of documents, which said attorney may deem necessary or advisable to enable
CoreStates Financial Corp (the "Company") to comply with the Securities Act of
1933 as amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said Act of
Common Stock of the Company to be offered pursuant to the Meridian Bancorp, Inc.
Savings Plan as well as interests in the Plan, including but not limited to the
power and authority to sign in the name and on behalf of the undersigned, in any
and all capacities in which the signature of the undersigned would be
appropriate, a registration statement on Form S-8 and any and all post-effective
amendments thereto for filing with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to such securities, and generally to do
and perform all things necessary to be done as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
16th day of April , 1996.
- ----- -------
/s/ Judith M. Von Seldeneck
------------------------------
JUDITH M. VON SELDENECK
