As filed with the Securities and Exchange Commission on June 6, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HUBCO, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2405746
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer
Identification No.)
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address, including zip code of registrant's principal executive offices)
HUBCO, INC. AND SUBSIDIARIES
SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
Kenneth T. Neilson, Chairman, President and Chief Executive Officer
HUBCO, Inc.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(201) 236-2631
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------
With a Copy to:
Ronald H. Janis, Esq.
Pitney, Hardin, Kipp & Szuch
P.O. Box 1945
Morristown, New Jersey 07962
(201) 966-8263
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price aggregate offering registration fee
per share price(2)
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock, no par 900,000 shares $25.81 $23,229,000 $7,039.00
value
Interests in the HUBCO,
Inc. and Subsidiaries
Savings and Investment
Plan (1) N/A N/A N/A
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
- --------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2)Estimated in accordance with Rule 457(h) solely for purposes of calculating
the registration fee based upon the average of the high and low sale prices of
the Common Stock on the Nasdaq National Market on June 2, 1997 as reported in
The Wall Street Journal.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1 Plan Information
----------------
Not filed with this Registration Statement.
ITEM 2 Registrant Information and Employee Plan Annual Information
-----------------------------------------------------------
Not filed with this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 Documents Incorporated By Reference
-----------------------------------
The following documents filed by HUBCO, Inc. (the "Company") or the
HUBCO, Inc. and Subsidiaries Savings and Investment Plan (the "Plan") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Company's 1995 Annual Report on Form 10-K for the year ended
December 31, 1996; and
2. The Company's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1997.
3. Current Reports on Form 8-K filed with the Commission on January 8,
1997; January 23, 1997; February 11, 1997; and February 21, 1997.
4. The Plan's Annual Report on Form 11-K for the year ended December 31,
1995.
5. The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed by the Company pursuant to
Section 12(g) of the Exchange Act of 1934.
In addition, all documents filed by the Company and the Plan 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, hereby are incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such documents.
ITEM 4 Description of Securities
-------------------------
Not applicable.
ITEM 5 Interests of Named Experts and Counsel
--------------------------------------
Certain legal matters relating to the issuance of the shares of the
Company's Common Stock offered hereby have been passed upon by Pitney, Hardin,
Kipp & Szuch, counsel to the Company. Attorneys in the law firm of Pitney,
Hardin, Kipp & Szuch beneficially own 631 shares of the Company's common stock
as of June 3, 1997.
The consolidated financial statements of the Company as of December 31,
1996 and 1995 and for each of the years in the three year period ended December
31, 1996, included in the Company's Annual Report on Form 10-K and incorporated
by reference herein, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report dated February 7, 1997, with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
ITEM 6 Indemnification of Directors and Officers
-----------------------------------------
(a) Limitation of Liability of Directors and Officers. Section
14A:2-7(3) of the New Jersey Business Corporation Act permits a
corporation to provide in its Certificate of Incorporation that a
director or officer shall not be personally liable to the corporation
or its shareholders for breach of any duty owed to the corporation or
its shareholders, except that such provisions shall not relieve a
director or officer from liability for any breach of duty based upon an
action or omission (a) in breach of such person's duty of loyalty to
the corporation or its shareholders, (b) not in good faith or involving
a knowing violation of law or (c) resulting in receipt by such person
of any improper personal benefit. Article X of the Company's
Certificate of Incorporation includes limitation on the liability of
officers and directors to the fullest extent permitted by New Jersey
law.
(b) Indemnification of Directors, Officers, Employees and Agents. Under
Article VI of its Certificate of Incorporation, HUBCO must, to the
fullest extent permitted by law, indemnify its directors, officers,
employees and agents. Section 14A:3-5 of the New Jersey Business
Corporation Act provides that a corporation may indemnify its
directors, officers, employees and agents against judgments, fines,
penalties, amounts paid in settlement and expenses, including
attorneys' fees, resulting from various types of legal actions or
proceedings if the actions of the party being indemnified meet the
standards of conduct specified therein. Determinations concerning
whether or not the applicable standard of conduct has been met can be
made by (a) a disinterested majority of the Board of Directors, (b)
independent legal counsel, or (c) an affirmative vote of a majority of
shares held by the shareholders. No indemnification is permitted to be
made to or on behalf of a corporate director, officer, employee or
agent if a judgment or other final adjudication adverse to such person
establishes that his acts or omissions (a) were in breach of his duty
of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt
by such person of an improper personal benefit.
(c) Insurance. The Company maintains insurance policies insuring the
Company's directors and officers against liability for wrongful acts or
omissions arising out of their positions as directors and officers,
subject to certain limitations.
ITEM 7 Exemption from Registration Claimed
-----------------------------------
Not applicable.
ITEM 8 Exhibits
--------
5 Opinion of Pitney, Hardin, Kipp & Szuch
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5)
99 HUBCO, Inc. and Subsidiaries Savings and Investment Plan Summary Plan
Description.
Undertaking number 2 of Item 9 below is hereby incorporated by
reference in this Item 8.
ITEM 9 Undertakings
------------
1. The undersigned registrant hereby undertakes:
(a) 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 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.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes to submit the plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and to make all changes required by the IRS in order to qualify
the Plan under section 401 of the internal Revenue Code of 1986, as
amended to date.
3. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
4. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Mahwah, State of New Jersey, on December 17,
1996.
HUBCO, INC.
By: /S/ KENNETH T. NEILSON
_____________________________________
Kenneth T. Neilson, Chairman, President
and 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.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/S/ KENNETH T. NEILSON Chairman, President, Chief December 17, 1996
- ------------------------------------------- Executive Officer and Director
(Kenneth T. Neilson) (Principal Executive Officer)
/S/ ROBERT J. BURKE Director December 17, 1996
- -------------------------------------------
(Robert J. Burke)
Director
- -------------------------------------------
(Donald P. Calcagnini)
/S/ JOAN DAVID Director December 17, 1996
- -------------------------------------------
(Joan David)
/S/ THOMAS T. FARLEY Director December 17, 1996
- -------------------------------------------
(Thomas R. Farley)
Director
- -------------------------------------------
(Robert B. Goldstein)
/S/ BRYANT MALCOLM Director December 17, 1996
- -------------------------------------------
(Bryant Malcolm)
Director
- -------------------------------------------
(W. Peter McBride)
/S/ CHARLES F.X. POGGI Director December 17, 1996
- -------------------------------------------
(Charles F.X. Poggi)
/S/ JAMES E. SCHIERLOH Director December 17, 1996
- -------------------------------------------
(James E. Schierloh)
Director
- -------------------------------------------
(John Tatigian)
Director
- -------------------------------------------
(Sister Grace Frances Strauber)
/S/ CHRISTINA L. MAIER Assistant Treasurer (Senior December 17, 1996
- ------------------------------------------- Financial Officer and Principal
(Christina L. Maier) Accounting Officer)
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
administrators have duly caused this Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the Township of
Mahwah, State of New Jersey, on December 17, 1996.
HUBCO, INC. AND SUBSIDIARIES SAVINGS AND
INVESTMENT PLAN FOR NON-BARGAINING
UNIT EMPLOYEES
By: /S/ KAREN A. FOLEY
--------------------------------
Karen A. Foley
Plan Administrator
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ---------- -----------
Exhibit 5 Opinion of Pitney, Hardin, Kipp & Szuch
Exhibit 23(a) Consent of Arthur Andersen LLP
Exhibit 23(b) Consent of Pitney, Hardin, Kipp & Szuch
(included in Exhibit 5)
Exhibit 99 HUBCO, Inc. and Subsidiaries Savings and Investment
Plan Summary Plan Description
Exhibit 5
---------
June 3, 1997
HUBCO, INC.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
Re: Registration Statement on Form S-8 for Shares
of Common Stock issuable pursuant to the
HUBCO, Inc. and Subsidiaries Savings and Investment Plan
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by HUBCO, Inc. (the "Company") with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of shares of common stock of the
Company, no par value (the "Shares"), issuable pursuant to the HUBCO, Inc. and
Subsidiaries Savings and Investment Plan (the "Plan").
We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan and the Certificate of Incorporation
and By-laws of the Company, as currently in effect; and we have examined such
other documents as we deemed necessary in order to express the opinion
hereinafter set forth.
In our examination of such documents and records, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity with the originals of all documents submitted
to us as copies.
Based on the foregoing, it is our opinion that the Shares, when issued
and paid for in accordance with the Plan, will be legally issued, fully paid and
non-assessable.
The foregoing opinion is limited to the laws of the State of New
Jersey, and we are expressing no opinion as to the effect of the laws of any
other jurisdiction.
We consent to use of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities
Act, as amended.
Very truly yours,
/S/ PITNEY, HARDIN, KIPP & SZUCH
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To HUBCO, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 7, 1997 included in HUBCO's Annual Report on Form 10-K and of our
report dated September 20, 1996 included in the annual report on Form 11-K for
the year ended December 31, 1995 filed on behalf of the HUBCO, Inc. and
Subsidiaries Savings and Investment Plan for Non-Bargaining Unit Employees and
to all references to our firm included in this Registration Statement.
/S/ ARTHUR ANDERSEN LLP
Roseland, New Jersey
June 4, 1997
HUBCO, Inc. and Subsidiaries Savings and
Investment Plan
SUMMARY PLAN DESCRIPTION
May 1995
<PAGE>
SUMMARY PLAN DESCRIPTION
TABLE OF CONTENTS
PAGE
I INTRODUCTION........................................................
------------
II PLAN DATA...........................................................
---------
Agent For Service of Legal Process..................................
Effective Date......................................................
Employer............................................................
Plan Administrator..................................................
Plan Year...........................................................
Trustee.............................................................
Type of Administration..............................................
III DEFINITIONS.........................................................
-----------
Break In Service....................................................
Compensation........................................................
Disability..........................................................
Effective Date......................................................
Elective Deferral...................................................
Entry Date..........................................................
Family Member.......................................................
Highly Compensated Employee.........................................
Hour of Service.....................................................
Maternity/Paternity Leave...........................................
Normal Retirement Age...............................................
Spouse..............................................................
Year of Service.....................................................
IV ELIGIBILITY REQUIREMENTS AND PARTICIPATION..........................
------------------------------------------
V EMPLOYEE CONTRIBUTIONS..............................................
----------------------
Elective Deferrals..................................................
Voluntary Contributions.............................................
Rollover And Transfer Contributions.................................
VI EMPLOYER CONTRIBUTIONS..............................................
----------------------
Contribution Formula................................................
Eligibility For Allocation..........................................
VII GOVERNMENT REGULATIONS..............................................
----------------------
VIII PARTICIPANT ACCOUNTS................................................
-------------------
IX VESTING.............................................................
-------
Determining Vested Benefit..........................................
Payment of Vested Benefit...........................................
Loss of Benefits....................................................
Reallocation of Forfeiture..........................................
Reemployment........................................................
X TOP-HEAVY RULES.....................................................
---------------
XI RETIREMENT BENEFITS AND DISTRIBUTIONS...............................
-------------------------------------
Retirement Benefits.................................................
Distributions During Employment.....................................
Hardship Withdrawals................................................
Beneficiary.........................................................
Death Benefits......................................................
Form of Payment.....................................................
Rollover of Payment.................................................
Time of Payment.....................................................
Joint and Survivor Annuity Rules....................................
XII INVESTMENTS.........................................................
-----------
Trust Fund..........................................................
Investment Responsibility...........................................
Employee Investment Direction.......................................
Participant Loans...................................................
XIII ADMINISTRATION......................................................
--------------
Plan Administrator..................................................
Trustee.............................................................
XIV AMENDMENT AND TERMINATION...........................................
-------------------------
XV LEGAL PROVISIONS....................................................
----------------
Rights of Participants..............................................
Fiduciary Responsibility............................................
Employment Rights...................................................
Benefit Insurance...................................................
Claims Procedure....................................................
Assignment..........................................................
Questions...........................................................
Conflicts With Plan.................................................
<PAGE>
I INTRODUCTION
Your Employer has established a retirement plan to help supplement your
retirement income. Under the program, the Employer makes contributions
to a Trust Fund which will pay you a benefit at retirement. Details
about how the Plan works are contained in this summary. While the
summary describes the principal provisions of the Plan, it does not
include every limitation or detail. If there is a discrepancy between
this booklet and the official Plan document, the Plan document shall
govern. You may obtain a copy of the Plan document from the Plan
Administrator. The Plan Administrator may charge a reasonable fee for
providing you with the copy.
II PLAN DATA
A. Agent For Service Of Legal Process: The Employer
B. Effective Date: The Effective Date
of the original Plan was July 1,
1984; the Effective Date of the
amended Plan is January 1, 1987. The
Plan was additionally amended as of
October 1, 1994.
C. Employer: HUBCO, INC.
Address: 1000 MacArthur Boulevard
Mahwah, NJ 07430
Telephone No.: (201) 236-2660
Tax I.D. No.: 22-2405746
Plan No.: 003
The following Employers will also participate in this Plan:
HUB Financial Services, Inc.
Hudson United Bank, Inc.
D. Plan Administrator: The Employer has
been designated to serve as Plan
Administrator.
E. Plan Year: The 12-month period
beginning on January I and ending on
December 31.
F. Trustee: HUDSON UNITED BANK
Address: 455 Prospect Avenue
West Orange, NJ 07052
Telephone No.: (201) 243-8977
G. Type Of Administration: Trust Fund
III. DEFINITIONS
A. Break In Service. A 12 consecutive month period during which
you are not credited with or are not paid for more than 500
hours. If you go into the military service of the United
States, you are not considered terminated as long as you
return to work within the time required by law. If you
separate from employment and incur a Break in Service, all
contributions to your various accounts are suspended. [See
special rules relating to maternity and paternity leave
below. Also, see Section VI(B) to determine your eligibility
to share in the Employer's Contribution if you separate from
employment, but do not incur a Break in Service.] If a Break
in Service occurs and you return to full time employment with
the Employer, your rights are explained in the section
entitled "Vesting".
B. Compensation. Your total salary, pay, or earned income from
the Employer as reflected on tax Form W-2, even if not
subject to withholding taxes when earned. Compensation will
include amounts received by you during the Plan Year and
earned while a Participant. Compensation shall include
amounts deferred under 401(k) plans and Section 125 cafeteria
plans. Compensation shall be limited to $200,000 as adjusted
for inflation. For Plan Years beginning in 1994, Compensation
shall be limited to $150,000 as adjusted for inflation. Prior
to October 1, 1994, Compensation for Elective Deferrals,
Matching Contributions, Qualified Non-Elective, and
Discretionary Contributions shall include overtime, bonuses,
commissions, and all fringe benefits.
C. Disability. A potentially permanent illness or injury, as
certified to by a physician who is approved by the Employer,
which prevents you from engaging in work for which you are
qualified for a period of at least 12 months.
D. Effective Date. The date on which the Plan starts or an
amendment is effective.
E. Elective Deferral. Employer contributions made to the Plan at
your election, instead of being given to you in cash as part
of your salary. You can elect to defer a portion of your
salary, instead of receiving it in cash, and your Employer
will contribute it to the Plan on your behalf.
F. Entry Date. Your Entry Date will be the earlier of the first
day of the Plan Year or the first day of the seventh month of
the Plan year coinciding with or following the date on which
you satisfy the eligibility requirements.
G. Family Member. The Spouse or lineal ascendant or descendant
(or Spouse thereof) of either a more than 5% owner of the
Employer or one of the ten highest compensated Highly
Compensated Employees of the Employer.
H. Highly Compensated Employee. Any Employee who during the
current or prior Plan Year (1) was a 5% owner, (2) received
more than $75,000 in compensation as adjusted for inflation
(3) received more than $50,000 in compensation as adjusted
for inflation and was in the top 20% of Employees when ranked
by compensation, or (4) was an officer receiving more than
$45,000 in compensation as adjusted for inflation. Family
members of any 5% owner, or Highly Compensated Employee in
the group of the ten Employees with the greatest
Compensation, will be combined as if they were one person for
purposes of Compensation and contributions. If you are not
currently or never were Highly Compensated, or a family
member of a Highly Compensated Employee, you are a Non-highly
Compensated Employee.
L. Hour Of Service. You will receive credit for each hour you
are (1) paid for being on your job, (2) paid even if you are
not at work (vacation, sickness leave of absence, or
disability), or (3) paid for back pay if hours were not
already counted. A maximum of 501 hours will be credited for
any year you are not at work but are paid. Hours of Service
will be calculated based on actual hours you are entitled to
payment. Your Hours of Service with Pan American National
Bank, Meadowlands National Bank, Washington Savings Bank,
Pilgrim State Bank, Shoppers Charge Accounts, Co. are
included for eligibility and vesting in this Plan.
I. Maternity/Paternity Leave. You may be eligible for additional
Hours of Service if you leave employment, even if
temporarily, due to childbirth or adoption. If this is the
case, you will be credited with enough hours (up to 501) of
service to prevent a Break in Service, either in the year you
leave employment or the following year. For example, if you
have 750 Hours of Service when your child is born, you would
not get any more hours credited for that Plan Year since you
do not have a Break in Service. Therefore, if you do not
return to employment the following year, you will get 501
Hours of Service so you will not have a Break in Service in
that year. Alternatively, if you do return the following
year, but work only 300 hours, you will receive an additional
201 hours in order to prevent a break. These Hours of Service
for maternity or paternity leave must all be used in one Plan
Year. They are used only to prevent a Break in Service and
not for calculating your Years of Service for eligibility,
vesting or benefits.
K. Normal Retirement Age. The attainment of age 65.
L. Spouse. The person to whom you are or were legally married,
or your common law Spouse if common law marriage is
recognized by the state in which you live. A former Spouse
may be treated as a "Spouse" under this definition if
recognized as such under a Qualified Domestic Relations Order
as explained at Section XV(F) of this Summary Plan
Description.
M. Year Of Service.
Contribution:
For purposes of determining whether or not you are entitled
to have a contribution allocated to your account, a Year of
Service is a 12-consecutive month period, which is the same
as the Plan Year, during which you are credited with at least
1000 Hours of Service.
Vesting:
For purposes of determining whether or not you are vested in
your account balance, a Year of Service is a 12-consecutive
month period, which is the same as the Plan Year, during
which you are credited with 1000 Hours of Service.
IV ELIGIBILITY REQUIREMENTS AND PARTICIPATION
The Service requirement for entry into the Plan is six months of
Service. Employees hired on or after January 1, 1995, additionally,
need to attain age 21 in order to enter the Plan. The Plan will not
cover Employees covered by a collective bargaining agreement.
Your participation in the Plan will begin on the Entry Date defined at
Section III.
V EMPLOYEE CONTRIBUTIONS
A. Elective Deferrals
You, as an eligible Employee, may authorize the Employer to
withhold from 3% up to 15% of your Compensation and to deposit
such amount in the Plan fund. Effective January 1, 1995, you
are eligible to defer from 2% up to 12% of your Compensation
into the Plan. However, the total amount withheld by the
Employer for your taxable year shall not exceed $7,000 as
adjusted for inflation. If you participate in a similar plan
of an unrelated employer and your Elective Deferrals under
this Plan and the other plan exceed the $7,000 limit for a
given year, you must designate one of the Plans as receiving
an excess amount. If you choose this Plan as the one receiving
the excess, you must notify the Plan Administrator by March 1
of the following year so that the excess and any income
thereon may be returned to you by April 15. You may increase,
decrease, or terminate your Elective Deferral percentage on
the first day of the Plan Year and on the first day of the
seventh month of the Plan Year.
If you terminate contributions, you may not reinstate payroll
withholding until the first day of the next Plan Year. The
Employer may also reduce or terminate your withholding if
required to maintain the Plan's qualified status.
B. Voluntary Contributions
You may make personal after-tax contributions to the Plan in
any amount. Voluntary Contributions are not tax deductible,
but the investment earnings are tax deferred until paid to you
under the terms of the Plan.
C. Rollover And Transfer Contributions
Rollover and Transfer Contributions are permitted. You may
make a Rollover or Transfer Contribution prior to becoming a
Participant.
A rollover or transfer of your retirement benefits may
originate from another qualified retirement plan or special
individual retirement arrangement (known as a "conduit" IRA)
to this Plan. If you have already received a lump-sum payment
from another qualified retirement plan, or if you received
payment from another qualified plan and placed it in a
separate "conduit" IRA, you may be eligible to redeposit that
payment to this Plan. The last day you may make a Rollover
Contribution to this Plan is the 60th day after you receive
the distribution from the other plan or IRA. A transfer occurs
when the trustee of the old plan transfers your assets to this
Plan. If you believe you qualify for a transfer or rollover,
see the Plan Administrator for more details.
VI EMPLOYER CONTRIBUTIONS
A. Contribution Formula
Elective Deferrals:
The Employer will contribute all Compensation which you elect
to defer to the Plan within the limits outlined in Section
V(A).
Matching Contributions:
The Employer will contribute an amount equal to 50% of your
Elective Deferrals and 50% of your Voluntary Contributions.
The Employer shall not match your Elective Deferrals that are
in excess of 6% of your Compensation. The Employer shall not
match your Voluntary Contributions that are in excess of 6% of
your Compensation.
Effective January 1, 1995, the Employer will contribute an
amount equal to 75% of your Elective Deferrals and 75% of your
Voluntary Contributions. The Employer shall not match your
Elective Deferrals that are in excess of 6% of your
Compensation. The Employer shall not match your Voluntary
Contributions that are in excess of 6% of your Compensation.
Effective October 1, 1994, the Employer reserves the right to
make an additional Matching Contribution which shall not
exceed 6% of your Compensation. The percentage of such
contribution shall be set prior to the end of the Plan Year.
The Employer has the right to designate all or a portion of
the Matching Contributions as "Qualified". To the extent
Matching Contributions are so designated, they are
nonforfeitable and may not be withdrawn from the Plan prior to
separation from Service.
Employer Matching Contributions will only be made on Elective
Deferrals made to the Plan. The time period which will be used
for determining the amount of Matching Contributions owed
shall be monthly.
Qualified Non-Elective Contributions:
Effective October 1, 1994, the Employer may also contribute an
additional amount determined in its sole judgment. This
additional contribution, if any, will be allocated to only
Non-highly Compensated Participants, in proportion to each
eligible Employee's Compensation as a ratio of all eligible
Employees' Compensation. These Contributions will be
nonforfeitable and subject to withdrawal restrictions.
Discretionary:
Effective October 1, 1994, the Employer may also contribute an
additional amount determined in its sole judgment. Such
additional contribution, if any, shall be allocated to each
Participant in proportion to his or her Compensation for the
Plan Year while a Participant.
B. Eligibility For Allocation
Except for top-heavy minimum contributions, which are
allocated in accordance with Section X, the Employer's
Contribution will be made to all Participants who are employed
at the end of the Plan Year provided that the Participant has
completed a Year of Service during the Plan Year.
The Employer shall also make matching and other related
contributions as indicated below to Employees who terminate
during the Plan Year as a result of:
Matching Other
x (i) Retirement.
x (ii) Disability.
x (iii) Death.
x (iv) Other termination of
employment even though
the Participant has not
completed a Year of
Service.
Effective October 1, 1994, the Employer shall also make
matching and other related contributions as indicated below to
Employees who terminate during the Plan Year as a result of:
Matching Other
x x (i) Retirement.
x x (ii) Disability.
x x (iii) Death.
x x (iv) Other termination of
employment even though
the Participant has not
completed a Year of
Service.
VII GOVERNMENT REGULATIONS
The federal government sets certain limitations on the level of
contributions which may be made to a Plan such as this. There is also a
"percentage" limitation which means that the percentage of Compensation
which you may contribute (both Elective Deferrals and Voluntary
Contributions) depends on the average percentage of Compensation that
the other Participants are contributing. Simply stated, all
Participants are divided into 2 categories: Highly Compensated and
Non-highly Compensated and the average for each group is calculated.
The average contribution that the Highly Compensated may make is based
on the average contribution that the Non-highly Compensated make. If a
Highly Compensated Participant is contributing more than he or she is
allowed, the excess, plus or minus any gain or loss, will be returned
or recharacterized as Voluntary Contributions. Keep in mind that if you
are a 5% owner of the business or one of the ten highest paid Highly
Compensated employees, certain family members' contribution percentages
and Compensations will be combined with yours for purposes of
determining your contributions under the Plan.
VIII PARTICIPANT ACCOUNTS
The Employer will set up a record keeping account in your name to show
the value of your retirement benefit. The Employer will make the
following additions to your account:
A. your allocated share of the Employer's Contribution
(including your Elective Deferrals),
B. the amount of your personal Employee Voluntary Contributions,
Transfer Contributions and Rollover Contributions, if any,
and
C. your share of investment earnings and appreciation in the
value of investments.
The Employer will make the following subtractions from your account:
D. any withdrawals or distributions made to you,
E. your share of investment losses and depreciation in the value
of investments, and
F. your share of administrative fees and expenses paid out of
the Plan, if applicable.
The Employer will value your account on a quarterly basis and will
provide you with a statement of amount activity at least once annually.
Effective October 1, 1994, your account will be valued on a daily basis
and the Employer will provide you with a statement of activity at least
once annually.
IX VESTING
A. Determining Vested Benefit
Vesting refers to your earning or acquiring a nonforfeitable
right to the full amount of your account. Any Elective
Deferrals, Qualified Matching Contributions, Voluntary
Contributions, Rollover Contributions, Transfer Contributions,
plus or minus any earnings or losses, are always 100% vested
and cannot be forfeited for any reason. Any Employer
contribution not listed in the previous sentence, and the
earnings or losses thereon, will vest in accordance with the
following table:
Years of Service
-------------------------------------------------------------
1 2 3 4 5
-- -- -- -- --
0% 0% 0% 0% 100%
Effective January 1, 1995, any Employer contribution not
listed on the previous page, and the earnings or losses
thereon, will vest in accordance with the following table:
Years of Service
-------------------------------------------------------------
1 2 3 4 5
-- -- -- -- --
0% 25% 50% 75% 100%
You are considered to have completed 1 Year of Service for
purposes of vesting upon the completion of 1000 Hours of
Service at any time during a Plan Year. Service prior to age
18 is not counted for purposes of vesting.
You automatically become fully vested, regardless of the
vesting table, upon attainment of Normal Retirement Age, upon
retirement due to disability, upon death, or upon termination
of the Plan.
B. Payment Of Vested Benefit
If you separate from Service before your retirement, death or
Disability, you may request early payment of your vested
benefit by submitting a written request to the Plan
Administrator. If your vested account balance at the time of
termination exceeds $3,500, you may defer the payment of your
benefit until April 1 of the calendar year following the
calendar year during which you attain age 70-1/2. The portion
of your account balance to which you are not vested is called
a "forfeiture" and remains in the Plan to reduce the
Employer's Contribution for the year.
C. Loss Of Benefits
There are only two events which can cause the loss of all or a
portion of your account. One is termination of employment
before you are 100% vested according to the vesting provisions
described at IX(A) and the other is a decrease in the value of
your account from investment losses or administrative expenses
and other costs of maintaining the Plan.
D. Reallocation of Forfeiture
If you receive the vested portion of your account upon
separation from service, the Employer will forfeit and
reallocate the nonvested portion of your account on the
Valuation Date immediately following the date of payment of
your vested account balance.
E. Reemployment
If you terminate service with your Employer, then are later
reemployed, you will become a Participant as of the earlier of
the next Valuation Date or the next Entry Date [see Section
III] following your return to employment. If you are not a
member of a class of employees eligible to participate in the
Plan and later become a member of the eligible class, you will
participate upon reaching the next Entry Date if you have
satisfied the minimum age and service requirements. Should you
become ineligible to share in future Contributions and
forfeitures because you are no longer a member of an eligible
class, you shall again share upon your return to an eligible
class. All years of prior Service will be counted when
calculating your vested percentage in your new amount balance.
The following rules apply in connection with reemployed
Participants.
(a) Terminated Partially Vested Participants. If you
terminate employment and receive payment of your
partially vested interest and are reemployed prior to
incurring five consecutive one-year Breaks in
Service, you have the right to buy back the nonvested
portion of your account if it was forfeited. If your
nonvested balance was not forfeited it will still be
part of your account and the buy back is not
necessary. If a buy back is necessary to regain the
forfeiture, you must redeposit the amount paid to you
without interest within five years of your date of
reemployment. If you do not repay the amount you
received, the nonvested portion of your Employer
account will be permanently forfeited. Whether you
repay or not, your prior Service will count toward
vesting service for future Employer contributions.
For example, assume that you terminate your job with
your current Employer. At the time of termination you
had accrued a total benefit of $10,000 under the
retirement Plan. Although this amount had been
allocated to your account, you were only 40% vested
in that amount when you left. You decided to take a
distribution of your vested account balance (40% of
$10,000, or $4,000) when you quit. The nonvested
balance of your account ($6,000) was forfeited. Three
years later, you became reemployed by the same
Employer. Since you were reemployed within 5 years,
you have the right to repay the $4,000 distribution
you received when you quit. You would have to repay
the $4,000 within 5 years of being rehired. If you do
so, the nonvested portion of your account ($6,000)
will be restored to your account. After restoration,
you will be vested in 40% of this account but your
vested percentage will increase based on your Years
of Service after your reemployment. Your prior
Service will always count towards vesting of Employer
Contributions which you receive after reemployment,
whether or not you decide to repay and restore your
prior account.
(b) Terminated Nonvested Participants. If you were not
vested in any portion of your Employer Contribution
account prior to your separation from service and are
reemployed before incurring five consecutive one-year
Breaks in Service, you will be credited for vesting
with all pre-break and post-break service. Your prior
unpaid amount balance will automatically be restored
and you will continue to vest in that account. If you
are reemployed after incurring five consecutive
one-year Breaks in Service, you will lose your prior
account balance, but your pre-break Years of Service
will count towards vesting in your new account
balance.
X TOP-HEAVY RULES
A top-heavy plan is one in which more than 60% of the contributions or
benefits are attributable to "key employees", such as owners, officers
and stockholders. The Plan Administrator is responsible for determining
each year if the Plan is "top-heavy". If the Plan becomes top-heavy,
special rules apply to the allocation of the Employer's contribution.
These special rules require that only Participants who are not key
employees will generally receive an allocation of the Employer's
contribution equal to 3% of compensation, or if less, the greatest
percentage allocated to the account of any key employee. Non-key
Employees who are Participants are entitled to receive this minimum
allocation upon completing at least one Hour of Service in the
top-heavy Plan Year provided they are employed on the last day of the
Plan Year. The Employer's minimum contribution will be satisfied by the
Retirement Plan for Non-Bargaining Employees of HUBCO, Inc.
The following vesting schedule shall apply for the Plan Year the Plan
becomes top-heavy, for any type of Employer Contribution, unless the
Employer has already elected a faster schedule:
Years of Service
----------------------------------------------------------------------
1 2 3 4 5 6
-- -- -- -- -- --
0% 20% 40% 60% 80% 100%
XI RETIREMENT BENEFITS AND DISTRIBUTIONS
A. Retirement Benefits
The full value of your account balance is payable at your
Normal Retirement Age, even if you continue to work, or you
may defer payment until April 1 following the year you reach
age 70-1/2. If you work beyond your Normal Retirement Age, you
will continue to fully participate in the Plan.
B. Distributions During Employment
Benefits attributable to Employer Contributions are not
payable prior to your separation from Service.
If applicable, benefits attributable to your Voluntary
Contributions under the Plan plus any rollovers are available
for withdrawal upon request to the Plan Administrator.
Transfers Contributions may be withdrawn only if they
originate from plans meeting certain safe harbor provisions.
C. Hardship Withdrawals
You may file a written request for a hardship withdrawal of
the portion of your account balance attributable to Elective
Deferrals and certain Employer Contributions to the extent
vested. Earnings on Elective Deferrals up to the last day of
the Plan Year prior to July 1, 1989 may be included in any
hardship withdrawal but earnings on Elective Deferrals after
that date may not be included. You must generally have your
Spouse's written consent for a hardship withdrawal unless you
are advised otherwise by the Plan Administrator. Prior to
receiving a hardship distribution, you must take any other
distribution and borrow the maximum non-taxable loan amount
allowed under this and other plans of the Employer. Note,
however, that if the effect of the loan would be to increase
the amount of your financial need, you are not required to
take the loan. For example, if you need funds to purchase a
principal residence, and a plan loan would disqualify you from
obtaining other necessary financing, you do not have to take
the loan. Hardship withdrawals may be authorized by the
Employer for the following reasons:
(a) to assist you in purchasing a personal residence
which is your primary place of residence (not
including mortgage payments),
(b) to assist you in paying tuition expenses for you,
your Spouse, or your dependents, for the next twelve
months of post-secondary education,
(c) to assist you in paying expenses incurred or
necessary on behalf of you, your Spouse, or your
dependents for hospitalization, doctor or surgery
expenses which are not covered by insurance, or
(d) to prevent your eviction from or foreclosure on your
principal residence.
Any hardship distribution is limited to the amount needed to
meet the financial need. Hardship withdrawals must be approved
by the Employer and will be administered in a
nondiscriminatory manner. Such withdrawals will not affect
your eligibility to continue to participate in Employer
Contributions to the Plan. Your right to make Voluntary
Contributions and Elective Deferrals shall be suspended for
twelve months. Any withdrawals you receive under these rules
may not be recontributed to the Plan and may be subject to
taxation, as well a an additional 10% penalty tax if the
withdrawal is received before you reach age 59-1/2. These
payments shall also be subject to a mandatory 20% withholding
for income tax purposes.
D. Beneficiary
Every Participant or former Participant with plan benefits may
designate a person or persons who are to receive benefits
under the Plan in the event of his or her death. The
designation must be made on a form provided by and returned to
the Plan Administrator. You may change your designation at any
time. If you are married, your beneficiary will automatically
be your Spouse. If you and your Spouse wish to waive this
automatic designation, you must complete a beneficiary
designation form. The form must be signed by you and your
Spouse in front of a Plan representative or a Notary Public.
E. Death Benefits
In the event of your death, the full value of your account is
payable to your beneficiary in a lump sum, or if permitted, in
installments payable over any period which does not exceed the
life expectancy of your beneficiary. The benefit may also be
paid in the form of an annuity. If you die after benefit
payments have started under an installment option and after
the attainment of age 70-1/2, your beneficiary will continue
to receive payments in accordance with the payment option you
selected.
F. Form Of Payment
When benefits become due, you or your representative should
apply to the Employer requesting payment of your account and
specifying the manner of payment. If you are married and your
account balance exceeds $3,500, the normal or automatic form
of payment is a joint and survivor annuity with a percentage
of your benefit continuing to your Spouse upon your death. If
you are not married, the normal form of benefit is a life
annuity based on your life expectancy. If you do not wish to
receive the normal form of payment when your payments are due
to start, you may request to receive your benefit in any of
the optional forms indicated:
lump sum.
installment payments.
a joint and 50% survivor annuity.
In some cases, election of one of the optional forms of
payment will require the written consent of your Spouse. Also,
payments may not be made over a period which exceeds the life
expectancy of you and your beneficiary. The Plan Administrator
will advise you if any special rules apply in connection with
the payments of your benefits.
G. Rollover of Payment
If your benefits quality as eligible rollovers, you have the
option of having them paid directly to you, when they become
due, or having them directly rolled over to another qualified
plan or an IRA. If you do not choose to have the benefits
directly rolled over, the Plan is required to automatically
withhold 20% of your payment for tax purposes. If you do
choose to have the payment made to you, you still have the
option of rolling over the payment yourself to a qualified
plan or an IRA within sixty days (first check with a tax
advisor to make sure it is an eligible rollover). However, 20%
of your payment will still be withheld. The following example
illustrates how this works:
For example, if you have $100,000 in your vested account
balance and choose to have the payment of your benefits made
directly to an IRA or another qualified plan, the entire
$100,000 will be transferred to the trustee of the other plan
or the IRA, and you will treat the entire amount as a rollover
on your tax return so that you will not pay taxes on the
entire amount. If you choose not to have the amount
transferred directly to an IRA or qualified plan, 20% or
$20,000 will automatically be withheld from your payment.
Thus, you will receive only $80,000 as a distribution of your
benefits. In order to roll the entire amount over into your
IRA, you would have to come up with $20,000 out of your own
pocket to make up the difference. If this is done, the $20,000
which was withheld may be returned when you file your taxes at
the end of the year. However, if you are unable to produce the
extra cash, the rollover amount will only be $80,000, and the
other $20,000 which was withheld will be treated as taxable
income to you. If you are under age 59 1/2 when you receive
your benefit payment, the withheld amount will also be subject
to the 10% early distribution penalty.
Certain benefit payments are not eligible for rollover and
therefore will also not be subject to the 20% mandatory
withholding. They are as follows:
1. annuities paid over life;
2. installments for a period of at least 10 years; and
3. minimum required distributions at age 70 1/2.
There are also several operational exceptions and a "de
minimis" "exception for payments of less than $200. Also
Employee Voluntary contributions are not eligible for
rollover.
H. Time Of Payment
If you terminate for any reason, payments will start as soon
as administratively feasible following the date on which a
distribution is requested by you or is otherwise payable.
I. Joint and Survivor Annuity Rules
Retirement Benefits
If the benefit under the Plan is payable in the form of an
annuity, the Plan is subject to the joint and survivor annuity
rules. Under these rules, there are two automatic methods of
payment for vested Participants depending on your marital
status. If you do not choose another form of payment (such as
a lump sum or installments), the normal form of payment is a
straight life annuity if you are not married at your
retirement date, or a qualified joint and survivor annuity if
you are married. Under a straight life annuity, you will
receive equal monthly payments for as long as you live. No
further payments will be made after your death. Under a
qualified joint and survivor annuity, you will receive a
reduced benefit each month for your lifetime. After you die,
50% of that amount will be paid each month to your Spouse for
his or her lifetime. The amount of your monthly benefit is
reduced under a joint and survivor annuity because it is
expected that payments will be made over two lifetimes instead
of one. You may choose another form of payment by filling out
the proper form and returning it to the Plan Administrator. In
order to choose another form of payment or a beneficiary other
than your Spouse, you must make a proper election, with your
Spouse's written consent. Such election must be witnessed by a
Notary Public. Written notice of these rules will be provided
to you on a timely basis.
Death Benefits
If you die while still employed by the Employer, or die after
you retire or terminate employment but before benefit payments
start, your surviving Spouse will be entitled to a life
annuity based on one half of the value of your account. These
payments will continue for your spouse's lifetime unless he or
she chooses to accelerate such payments. Again, you and your
Spouse can waive this coverage by obtaining the proper form
from the Plan Administrator and completing it.
XII INVESTMENTS
A. Trust Fund
The monies contributed to the Plan may be invested in any
security or form of property considered prudent for a
retirement plan. Such investments include, but are not limited
to, common and preferred stocks, exchange traded put and call
options, bonds, money market instruments, mutual funds,
savings accounts, certificates of deposit, Treasury bills, or
insurance contracts. An institutional Trustee may invest in
its own deposits or those of affiliates which bear a
reasonable interest rate, or in a group or collective trust
maintained by such Trustee.
B. Investment Responsibility
The Plan's assets are held by the Trustee who is identified in
Section H of this Summary. The Trustee is responsible for the
safekeeping of plan assets and for the investment management
of such assets unless the Employer elects to direct
investments, appoints an outside investment manager or permits
Participants to direct the investment of their individual
accounts.
C. Employee Investment Direction
Participants may direct the investments of their accounts
among any allowable investments. The investment funds
available to you and the procedures for making an election are
shown in a separate Investment Election Form which can be
obtained from the Plan Administrator. You may change your
investment selection and move monies from one fund to another
in accordance with the rules established by the Plan
Administrator.
D. Participant Loans
Participant loans are permitted under the Plan. In order to
get a loan from the Plan, you must make application to the
Plan Administrator. Loans must be approved by the Plan
Administrator and are subject to a strict set of rules
established by law. The rules are covered in a separate Loan
Application Form and Promissory Note Form. Then Forms are
available from the Plan Administrator.
XIII ADMINISTRATION
The Plan will be administered by the following parties:
A. Plan Administrator
The Employer is the party who has established the Plan and who
has overall control and authority over administration of the
Plan. The Employer's duties as Plan Administrator include:
(a) appointing the Plan's professional advisors needed to
administer the Plan including, but not limited to, an
accountant, attorney, actuary, or administrator,
(b) directing the Trustee with respect to payments from
the Fund,
(c) communicating with Employees regarding their
participation and benefits under the Plan, including
the administration of all claims procedures and
domestic relations orders,
(d) filing any returns and reports with the Internal
Revenue Service, Department of Labor, or any other
governmental agency,
(e) reviewing and approving any financial reports,
investment reviews, or other reports prepared by any
party appointed by the Employer,
(f) establishing a funding policy and investment
objectives consistent with the purposes of the Plan
and the Employee Retirement Income Security Act of
1974, and
(g) construing and resolving any question of Plan
interpretation. The Plan Administrator's
interpretation and application thereof is final.
B. Trustee
The Trustee shall be responsible for the administration of
investments held in the Fund. These duties shall include:
(a) receiving contributions under the terms of the Plan,
(b) investing Plan assets unless investment
responsibility is delegated to another party by the
Employer,
(c) making distributions from the Fund in accordance with
written instructions received from the Plan
Administrator,
(d) keeping accounts and records of the financial
transactions of the Fund, and
(a) rendering an annual report of the Fund showing the
financial transactions for the Plan Year.
XIV AMENDMENT AND TERMINATION
The Employer may amend the Plan at any time, provided that no amendment
will divert any part of the Plan's assets to any purpose other than for
the exclusive benefit of you and the other Participants in the Plan or
eliminate an optional form of distribution. The Employer may also
terminate the Plan. In the event of a full termination, all amounts
credited to your account will be fully vested and will be paid to you.
Depending on the facts and circumstances, a partial termination may be
found to occur where a significant number of Employees are terminated
by the Employer or excluded from Plan participation. In case of a
partial termination, only those affected will become 100% vested.
XV LEGAL PROVISIONS
A. Rights Of Participants
As a Plan Participant, you have certain rights and protection
under the Employee Retirement Income Security Act of 1974
(ERISA). The law says that you are entitled to:
(a) Examine, without charge, all documents relating to
the operation of the Plan and any documents filed
with the U.S. Department of Labor. These documents
are available for review in the Employer's offices
during regular business hours.
(b) Obtain copies of all Plan documents and other Plan
information upon written request to the Employer. The
Employer may make a reasonable charge for producing
the copies.
(c) Receive from the Employer at least once each year a
summary of the Plan's annual financial report.
(d) Obtain, at least once a year, a statement of the
total benefits accrued for you, and your
nonforfeitable (vested) benefit if any. The Plan
provides that you will receive this statement
automatically. If you are not vested, you may request
a statement showing the date when your account will
begin to become nonforfeitable.
(e) File suit in a federal court, if any materials
requested are not received within 30 days of your
request, unless the materials were not sent because
of matters beyond the control of the Employer. If you
are improperly denied access to information you are
entitled to receive, the Employer may be required to
pay up to $100 for each day's delay until the
information is provided to you.
B. Fiduciary Responsibility
ERISA imposes obligations upon the persons who are responsible
for the administration of the Plan. These persons are referred
to as "fiduciaries." Fiduciaries must act solely in your
interest as a Plan Participant and they must exercise prudence
in the performance of their duties. Fiduciaries who violate
ERISA may be removed and required to reimburse any losses they
have caused you or your Plan.
C. Employment Rights
Participation in the Plan is not a guarantee of employment.
However, the Employer may not fire you or discriminate against
you to prevent you from becoming eligible for the Plan or from
obtaining a benefit or exercising your rights under ERISA.
D. Benefit Insurance
You benefits under this Plan are not insured by the Pension
Benefit Guaranty Corporation since the law does not provide
plan termination insurance for this type of Plan.
E. Claims Procedure
If you feel you are entitled to a benefit under the Plan, mail
or deliver your written claim to the Plan Administrator. The
Plan administrator will notify you, your beneficiary, or
authorized representative of the action taken within 60 days
of receipt of the claim. If you believe that you are being
improperly denied a benefit in full or in part, the
Administrator must give you a written explanation of the
reason for the denial. If the Administrator denies your claim,
you may, within 60 days after receiving the denial submit a
written request asking the Administrator to review your claim
for benefits. Any such request should be accompanied by
documents or records in support of your appeal. You, your
beneficiary, or your authorized representative may review
pertinent documents and submit issues and comments in writing.
If you get no satisfaction from the Administrator, you have
the right to request assistance from the U.S. Department of
Labor or you can file suit in a state or federal court.
Service of legal process may be made on the Plan Administrator
at the address of the Employer. If you are successful in your
lawsuit, the court may require the Employer to pay your legal
costs, including your attorney's fees. If you lose, and the
court finds that your claim is frivolous, you may be required
to pay the Employer's legal fees.
F. Assignment
Your rights and benefits under this Plan cannot be assigned,
sold, transferred or pledged by you or reached by your
creditors or anyone else except under a qualified domestic
relations order or as provided by state law. A qualified
domestic relations order (QDRO) is a court order issued under
state domestic relations law relating to divorce, legal
separation, custody, or support proceedings. The QDRO
recognizes the right of someone other than you to receive your
Plan benefits. You will be notified if a QDRO on your Plan
benefits is received. Receipt of a qualified domestic
relations order shall allow for an earlier than normal
distribution to the person(s) other than the Participant
listed in the order.
G. Questions
If you have any questions about this statement of your rights
under ERISA, please contact the Employer or the Pension and
Welfare Benefits Administration, Room N-5644, U.S. Department
of Labor, 200 Constitution Ave., N.W., Washington, D.C. 20210.
H. Conflicts With Plan
This booklet is not the Plan document, but only a Summary Plan
Description of its principal provisions and not every
limitation or detail of the Plan is included. Every attempt
has been made to provide concise and accurate information.
However, if there is a discrepancy between this booklet and
the official Plan document, the Plan document shall prevail.
