Total Number of Pages:___
Exhibit Index Located on Page:___
As filed with the Securities and Exchange Commission on
August __, 1994.
Registration No. 33-____
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USBANCORP, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1424278
(State of Incorporation) (I.R.S. Employer
Identification No.)
Main & Franklin Streets, Johnstown, PA 15901
(Address of Principal Executive Offices) (Zip Code)
U S National Bank Non-Collectively Bargained Employees
401(k) Plan
(Full title of the Plan)
Terry K. Dunkle, President Jeffrey P. Waldron, Esquire
and Chief Executive Officer Stevens & Lee
United States National Bank 607 Washington Street
Main & Franklin Streets Reading, Pennsylvania 19601
Johnstown, Pennsylvania 15901
(814) 533-5300 (610) 478-2000
(Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered1 Per Unit2 Price Fee
Common Stock 12,000 $25.25 $303,000 $104.48
$2.50 par shares
value
per share
1 Based upon the maximum number of shares of the Registrant's
common stock issuable under the U S National Bank Non-
Collectively Bargained Employees 401(k) Plan.
2 Estimated solely for purposes of calculating the
registration fee. Calculated in accordance with Rule 457(c)
and (h)(1), on the basis of the average of the closing high
and low prices of the Registrant's common stock as reported
on the NASDAQ National Market System as of August 17, 1994.
3 In addition, pursuant to Rule 416(c) under the Securities
Act of 1993, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference
in this Registration Statement:
(a) The Annual Report on Form 10-K of USBANCORP for the
year ended December 31, 1993 and the Annual Report on
Form 11-K of the Plan for the year ended December 31,
1993, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) All other reports filed by USBANCORP and the Plan
pursuant to Section 13(a) or 15(d) of the Exchange Act
since December 31, 1993.
(c) The description of USBANCORP's common stock contained
in its registration statement on Form 8-A filed with
the Securities and Exchange Commission on November 13,
1985.
All documents subsequently filed by USBANCORP and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 1741, 1742 and 1743 of the Pennsylvania
Business Corporation Law of 1988, as amended, set forth
circumstances under which directors and officers may be
indemnified against liability. USBANCORP's Bylaws specifically
provide that the directors, officers, agents and employees of
USBANCORP may be indemnified against liability to the fullest
extent permitted by law.
USBANCORP has purchased a liability insurance policy
which insures USBANCORP, under certain circumstances, in the
event it indemnifies a director or officer of USBANCORP or a
subsidiary pursuant to the provisions of the Bylaws of USBANCORP
or otherwise or advances costs (including the cost of defending
any action) incurred by directors or officers in their capacity
as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of USBANCORP, Inc.
(incorporated herein by reference to Exhibit 4.1
to Form S-2, 33-56684).
4.2 Bylaws of USBANCORP, Inc. (incorporated herein by
reference to Exhibit 4.2 to Form S-2, 33-56684).
4.3 Shareholder Protection Rights Agreement, dated as
of November 10, 1989, between USBANCORP, Inc. and
United States National Bank in Johnstown, as
Rights Agent (incorporated by reference to
Exhibit 4.2 to Form S-2, 33-56684).
5.1 Opinion of Stevens & Lee re: legality of common
stock being registered.
5.2 Internal Revenue Service determination letter with
respect to U S National Bank Non-Collectively
Bargained Employees 401(k) Plan.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Price Waterhouse, LLP.
23.3 Consent of Barnes, Saly & Company.
23.4 Consent of Stevens & Lee is contained in its
opinion at Exhibit 5 of this Registration
Statement.
24. Power of Attorney of Directors and Officers
(included on signature page).
99. U S National Bank Non-Collectively Bargained
Employees 401(k) Plan.
Item 9. Undertakings.
(a) USBANCORP 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; unless the
information required to be included in such post-effective
amendment is contained in a periodic report filed by
USBANCORP or the Plan pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that is incorporated herein
by reference;
(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, individually or in the aggregate,
represent a fundamental change in the information set forth
in the registration statement, unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by USBANCORP or the
Plan pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that is incorporated herein by
reference; 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.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) USBANCORP hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of USBANCORP'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 the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of USBANCORP pursuant to the
provisions described in Item 6 above, or otherwise, USBANCORP 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 USBANCORP of expenses incurred or paid
by a director, officer or controlling person of USBANCORP 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, USBANCORP will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
USBANCORP certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Johnstown, Commonwealth of Pennsylvania, on this 27th day of
May, 1994.
USBANCORP, INC.
By: /s/ Terry K. Dunkle
Terry K. Dunkle, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Terry K. Dunkle
and Orlando B. Hanselman, and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents
and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Terry K. Dunkle Chairman of the Board, May 27, 1994
Terry K. Dunkle President, Chief
Executive Officer
(Principal Executive
Officer)
/s/ Orlando B. Hanselman Executive Vice May 27, 1994
Orlando B. Hanselman President, Chief
Financial Officer &
Manager of Corporate
Services (Principal
Financial and
Accounting Officer)
/s/ Jerome M. Adams Director May 27, 1994
Jerome M. Adams
/s/ Robert A. Allen Director May 27, 1994
Robert A. Allen
/s/ Clifford A. Barton Director May 27, 1994
Clifford A. Barton
/s/ Michael F. Butler Director May 27, 1994
Michael F. Butler
/s/ Louis Cynkar Director May 27, 1994
Louis Cynkar
/s/ Dennis J. Fantaski Director May 27, 1994
Dennis J. Fantaski
/s/ Richard W. Kappel Director May 27, 1994
Richard W. Kappel
/s/ John H. Kunkle, Jr. Director May 27, 1994
John H. Kunkle, Jr.
/s/ James F. O'Malley Director May 27, 1994
James F. O'Malley
/s/ Frank J. Pasquerilla Director May 27, 1994
Frank J. Pasquerilla
/s/ Jack Sevy Director May 27, 1994
Jack Sevy
/s/ Thomas C. Slater Director May 27, 1994
Thomas C. Slater
/s/ James C. Spangler Director May 27, 1994
James C. Spangler
/s/ Harrison Vail Director May 27, 1994
Harrison Vail
/s/ Robert L. Wise Director May 27, 1994
Robert L. Wise
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the Trustees of the Plan have duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: August 9, 1994
U S National Bank Non-Collectively Bargained
Employees 401(k) Plan
USBANCORP TRUST COMPANY, as Trustee
By /s/ Anne G. Bump
Anne G. Bump <PAGE>
EXHIBIT INDEX
Exhibits Page Number in
Manually Signed
Original
5.1 Opinion of Stevens & Lee re:
legality of common stock
being registered.
5.2 Internal Revenue Service
determination letter with respect
to U S National Bank
Non-Collectively Bargained
Employees 401(k) Plan.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Price Waterhouse, LLP.
23.3 Consent of Barnes, Saly & Company.
99. U S National Bank Non-Collectively
Bargained Employees 401(k) Plan.
Exhibit 5.1
August 23, 1994
Board of Directors
USBANCORP, Inc.
Main and Franklin Streets
Johnstown, Pennsylvania 15901
Re: U S National Bank Non-Collectively Bargained Employees
401(k) Plan
Registration Statement on Form S-8
Gentlemen:
You have asked us to provide you with our opinion as to
whether the shares of common stock (par value $2.50) of
USBANCORP, Inc., a Pennsylvania corporation (the "Company"),
which may be issued pursuant to the Registration Statement on
Form S-8 with respect to the U S National Bank Non-Collectively
Bargained Employees 401(k) Plan (the "Plan") filed under the
Securities Act of 1933, will be validly issued, fully paid and
nonassessable.
In connection with this matter, we, as counsel to the
Company, have reviewed the following documents:
(1) the Pennsylvania Business Corporation Law,
(2) the Company's Articles of Incorporation,
(3) the Company's Bylaws,
(4) the Plan,
(5) the determination letter with respect to the Plan
issued by the Internal Revenue Service, and
(6) Resolutions adopted by the Company's Board of Directors
on May 27, 1994 with respect to the Plan.
<PAGE>
Based upon such review of the foregoing, and subject to the
qualifications, assumptions, limitations, caveats, and exceptions
stated hereafter, it is our opinion that:
(i) the shares of the Company's common stock issued under
the Registration Statement will, when issued, be duly and validly
issued under Pennsylvania law, and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 which the
Company is filing in connection with the Plan. In giving this
consent, however, we do not acknowledge or admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Very truly yours
STEVENS & LEE
/s/ Stevens & Lee
Internal Revenue Service Department of the Treasury
Plan Description: Prototype Washington, DC 20224
Standardized Profit
Sharing Plan with CODA
FFN: 50287641903-001 Case: 9303689 Person to Contact: Ms. Arrington
EIN: 25-0851535 BPD: 03 Plan: 001
Letter Serial No: D261256a Telephone No: (202) 622-8173
U S BANCORP TRUST CO. Refer Reply to: E:EP:Q:ICU
MAIN & FRANKLIN STREETS Date: 03/09/93
JOHNSTOWN, PA 15901
Dear Applicant:
In our opinion, the form of the plan identified above is
acceptable under section 401 of the Internal Revenue Code for use
by employers for the benefit of their employees. This opinion
relates only to the acceptability of the form of the plan under
the Internal Revenue Code. It is not an opinion of the effect of
other Federal or local statutes.
You must furnish a copy of this letter to each employer who
adopts this plan. You are also required to send a copy of the
approved form of the plan, any approved amendments and related
documents to each Key District Director of Internal Revenue
Service in whose jurisdiction there are adopting employers.
Our opinion on the acceptability of the form of the plan is not a
ruling or determination as to whether an employer's plan
qualifies under Code section 401(a). An employer who adopts this
plan will be considered to have a plan qualified under Code
section 401(a) provided all the terms of the plan are followed,
and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated
employees than for other employees. Except as stated below, the
Key District Director will not issue a determination letter with
regard to this plan.
Our opinion does not apply to the form of the plan for purposes
of Code section 401(a)(16) if: (1) an employer ever maintained
another qualified plan for one or more employees who are covered
by this plan, other than a specified paired plan within the
meaning of section 7 of Rev. Proc. 89-9, 1898-1 C.B. 780; or (2)
after December 31, 1985, the employer maintains a welfare benefit
fund defined in Code section 419(e), which provides
postretirement medical benefits allocated to separate accounts
for key employees as defined in Code section 419A(d)(3).
An employer that has adopted a standardized plan may not rely on
this opinion letter with respect to: (1) whether any amendment or
series of amendments to the plan satisfies the nondiscrimination
requirements of section 1.401(a)(4)-5(a) of the regulations,
except with respect to plan amendments granting past service that
meet the safe harbor described in section 1.401(a)(4)-5(a)(5) and
are not part of a pattern of amendments that significantly
discriminates in favor of highly compensated employees; or
(2) whether the plan satisfies the effective availability
requirement of section 1.401(a)(4)-4(c) of the regulations with
respect to any benefit, right or feature.
An employer that has adopted a standardized plan as an amendment
of a plan other than a standardized plan may not rely on this
opinion letter with respect to whether a benefit, right or other
feature that is prospectively eliminated satisfies the current
availability requirements of section 1.401(a)-4 of the
regulations.
The employer may request a determination (1) as to whether the
plan, considered with all related qualified plans and, if
appropriate, welfare benefit funds, satisfies the requirements of
Code section 401(a)(16) as to limitations on benefits and
contributions in Code section 415; (2) regarding the
nondiscriminatory effect of grants of past service; and (3) with
respect to whether a prospectively eliminated benefit, right or
feature satisfies the current availability requirements.
Our opinion does not apply to the form of the plan for purposes
of section 401(a) of the Code unless the terms of the plan, as
adopted or amended, that pertain to the requirements of sections
401(a)(4), 401(a)(5), 401(a)(17), 401(l), 410(b) and 414(s) of
the Code, as amended by the Tax Reform Act of 1986 or subsequent
legislation, (a) are made effective retroactively to the first
day of the first plan year beginning after December 31, 1988 (or
such other date on which these requirements first became
effective with respect to this plan); or (b) are made effective
no later than the first day on which the employer is no longer
entitled, under regulations, to rely on a reasonable, good faith
interpretation of these requirements, and the prior provisions of
the plan constitute such an interpretation.
Because you submitted this plan for approval after March 31,
1991, the continued and interim reliance provisions of section 13
of Rev. Proc. 89-9, 1989-1 C.B. 780, are not applicable.
However, solely for purposes of section 17.03 of Rev. Proc. 89-9,
you are deemed to have submitted this plan prior to March 31,
1991, and therefore the extended reliance provisions of section
17.03 are applicable.
If you, the sponsoring organization, have any questions
concerning the IRS processing of this case, please call the above
telephone number. This number is only for use of the sponsoring
organization. Individual participants and/or adopting employers
with questions concerning the plan should contact the sponsoring
organization. The plan's adoption agreement must include the
sponsoring organization's address and telephone number for
inquiries by adopting employers.
If you write to the IRS regarding this plan, please provide your
telephone number and the most convenient time for us to call in
case we need more information. Whether you call or write, please
refer to the Letter Serial Number and File Folder Number shown in
the heading of this letter.
You should keep this letter as a permanent record. Please notify
us if you modify or discontinue sponsorship of this plan.
Sincerely yours,
/s/
Chief, Employee Plans Qualifications Branch
Exhibit 23.1
[LETTERHEAD OF ARTHUR ANDERSEN & CO.]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the registration statements on
Forms S-8 for the United States National Bank Collectively
Bargained Employees' 401(k) Plan and United States National Bank
Noncollectively Bargained Employees' 401(k) Plan of our report
dated January 28, 1994, included in USBANCORP, Inc.'s 10-K for
the year ended December 31, 1993, and to all references to our
firm included in this registration statement.
/s/ Arthur Andersen & Co.
Pittsburgh, Pennsylvania
August 18, 1994
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to incorporation by reference in this
Registration Statement on Form S-8 USBANCORP, Inc. of our report
dated February 12, 1992 appearing on page 34 of USBANCORP, Inc.'s
Annual Report and Form 10-K for the year ended December 31, 1993.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
August 18, 1994
Exhibit 23.3
[Letterhead of Barnes, Saly & Company]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Trustees
U S National Bank Noncollectively-Bargained
Employees 401(k) Plan
Johnstown, Pennsylvania
We hereby consent to incorporation by reference in the
registration Statement on Form S-8 of U S National Bank
Noncollectively-Bargained Employees 401(k) Plan of our report
dated June 14, 1994 relating to the statements of net assets of
the Plan as of December 31, 1993 and 1992, and the related
statements of changes in net assets for the year ended
December 31, 1993 and the period from July 1, 1992 (date of
inception) to December 31, 1992, which report appears in the
December 31, 1993 annual report on Form 11-K of the U S National
Bank Noncollectively-Bargained Employees 401(k) Plan.
/s/ Barnes, Saly & Company
Johnstown, Pennsylvania
August 19, 1994
Exhibit 99
STANDARDIZED
ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND
TRUST/CUSTODIAL ACCOUNT
Sponsored by
UNITED STATES NATIONAL BANK
The Employer named below hereby establishes a Cash or Deferred
Profit-Sharing Plan for eligible Employees as provided in this
Adoption Agreement and the accompanying Basic Prototype Plan and
Trust/Custodial Account Basic Plan Document #04.
1. EMPLOYER INFORMATION
NOTE: If multiple Employers are adopting the Plan,
complete this section based on the lead Employer.
Additional Employers may adopt this Plan by
attaching executed signature pages to the back of
the Employer's Adoption Agreement.
(a) NAME AND ADDRESS:
United States National Bank
Main and Franklin Streets
Johnstown, PA 15901
(b) TELEPHONE NUMBER: (814) 533-5300
(c) TAX ID NUMBER: To be applied for
(d) FORM OF BUSINESS:
[ ] (i) Sole Proprietor
[ ] (ii) Partnership
[X] (iii) Corporation
[ ] (iv) "S" Corporation (formerly known as
Subchapter S)
[ ] (v) Other: _______________________________
(e) NAME OF INDIVIDUAL AUTHORIZED TO ISSUE
INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:
Michael Komara or Connie Brinham
(f) NAME OF PLAN: U S National Bank Non-Collectively
Bargained Employees 401(k) Plan
(g) THREE DIGIT PLAN NUMBER
FOR ANNUAL RETURN/REPORT: 003
2. EFFECTIVE DATE
(a) This is a new Plan having an effective date of July 1,
1992
(b) This is an amended Plan.
The effective date of the original Plan was __________.
The effective date of the amended Plan is ___________
with the exception of Sections 7(f), 7(g) and 12 herein
which shall be effective as of the first day of the
1989 Plan Year.
(c) If different from above, the Effective Date for the
Plan's Elective Deferral provisions shall be ________
_________________________.
3. DEFINITIONS
(a) "Collective or Commingled Funds" (Applicable to
Institutional Trustees only). Investment in collective
or commingled funds as permitted at paragraph 13.3(b)
of the Basic Plan Document #04 shall only be made to
the following specifically named fund(s):
______________________________________________________
______________________________________________________
______________________________________________________
Funds made available after the execution of this
Adoption Agreement will be listed on schedules attached
to the end of this Adoption Agreement.
(b) "Compensation" Compensation shall be determined on the
basis of the:
[ ] (i) Plan Year.
[ ] (ii) Employer's Taxable Year.
[X] (iii) Calendar Year.
Compensation [X] shall [ ] shall not include Employer
contributions made pursuant to a Salary Savings
Agreement which are not includable in the gross income
of the Employee for the reasons indicated in the
definition of Compensation at 1.12 of the Basic Plan
Document #04.
For purposes of the Plan, Compensation shall be limited
to $ N/A , the maximum amount which will be
considered for Plan purposes. [If an amount is
specified, it will limit the amount of contributions
allowed on behalf of higher compensated Employees.
Completion of this section is not intended to
coordinate with the $200,000 of Code Section 415(d),
thus the amount should be less than $200,000 as
adjusted for cost-of-living increases.]
(c) "Entry Date"
[ ] (i) The first day of the Plan Year nearest
the date on which an Employee meets the
eligibility requirements.
[X] (ii) The earlier of the first day of the Plan
Year or the first day of the seventh
month of the Plan Year coinciding with
or following the date on which an
Employee meets the eligibility
requirements.
[ ] (iii) The first day of the Plan Year following
the date on which the Employee meets the
eligibility requirements. If this
election is made, the Service
requirement at 4(a)(ii) may not exceed
1/2 year and the age requirement at
4(b)(ii) may not exceed 20-1/2.
[ ] (iv) The first day of the month coinciding
with or following the date on which an
Employee meets the eligibility
requirements.
[ ] (v) The first day of the Plan Year, or the
first day of the fourth month, or the
first day of the seventh month or the
first day of the tenth month, of the
Plan Year coinciding with or following
the date on which an Employee meets the
eligibility requirements.
(d) "Hours of Service" Shall be determined on the basis of
the method selected below. Only one method may be
selected. The method selected shall be applied to all
Employees covered under the Plan as follows:
[X] (i) On the basis of actual hours for which
an Employee is paid or entitled to
payment.
[ ] (ii) On the basis of days worked.
An Employee shall be credited with ten
(10) Hours of Service if under paragraph
1.42 of the Basic Plan Document #04 such
Employee would be credited with at least
one (1) Hour of Service during the day.
[ ] (iii) On the basis of weeks worked.
An Employee shall be credited with
forty-five (45) Hours of Service if
under paragraph 1.42 of the Basic Plan
Document #04 such Employee would be
credited with at least one (1) Hour of
Service during the week.
[ ] (iv) On the basis of semi-monthly payroll
periods.
An Employee shall be credited with
ninety-five (95) Hours of Service if
under paragraph 1.42 of the Basic Plan
Document #04 such Employee would be
credited with at least one (1) Hour of
Service during the semi-monthly payroll
period.
[ ] (v) On the basis of months worked.
An Employee shall be credited with one
hundred ninety (190) Hours of Service if
under paragraph 1.42 of the Basic Plan
Document #04 such Employee would be
credited with at least one (1) Hour of
Service during the month.
(e) "Limitation Year" The 12-consecutive month period
commencing on January 1 and ending on December 31 .
(f) "Net Profit"
[X] (i) Not applicable (profits will not be
required for any contributions to the
Plan).
[ ] (ii) As defined in paragraph 1.49 of the
Basic Plan Document #04.
[ ] (iii) Shall be defined as:
_______________________________________
_______________________________________
(Only use if definition in paragraph
1.49 of the Basic Plan Document #04 is
to be superseded.)
(g) "Plan Year" The 12-consecutive month period commencing
on January 1 and ending on December 31 .
If applicable, the first Plan Year will be a short Plan
Year commencing on July 1, 1992 and ending on
December 31, 1992. Thereafter, the Plan Year shall be
as above.
(h) "Qualified Early Retirement Age" For purposes of
making distributions under the provisions of a
Qualified Domestic Relations Order, the Plan's
Qualified Early Retirement Age with regard to the
Participant against whom the order is entered [X] shall
[ ] shall not be the date the order is determined to be
qualified. If "shall" is elected, this will only allow
payout to the alternate payee(s).
(i) "Qualified Joint and Survivor Annuity" The safe-harbor
provisions of paragraph 8.7 of the Basic Plan Document
#04 [ ] are [X] are not applicable. If not applicable,
the survivor annuity shall be ____% (50%, 66-2/3%, 75%
or 100%) of the annuity payable during the lives of the
Participant and Spouse. If no answer is specified, 50%
will be used.
(j) "Taxable Wage Base"
[X] (i) Not Applicable - Plan is not integrated
with Social Security.
[ ] (ii) The maximum earnings considered wages
for such Plan Year under Code Section
3121(a).
[ ] (iii) ___% (not more than 100%) of the amount
considered wages for such Plan Year
under Code Section 3121(a).
[ ] (iv) $________, provided that such amount is
not in excess of the amount determined
under paragraph 3(j)(ii) above.
[ ] (v) For the 1989 Plan Year $10,000. For all
subsequent Plan Years, 20% of the
maximum earnings considered wages for
such Plan Year under Code Section
3121(a).
NOTE: Using less than the maximum at (ii) may
result in a change in the allocation formula
in Section 7.
(k) "Valuation Date(s)" Allocations to Participant
Accounts will be done in accordance with Article V of
the Basic Plan Document #04:
[ ] (i) Daily
[ ] (ii) Weekly
[ ] (iii) Monthly
[ ] (iv) Bi-Monthly
[ ] (v) Quarterly
[X] (vi) Semi-Annually
[ ] (vii) Annually
(l) "Year of Service"
(i) For Eligibility Purposes: The 12-consecutive
month period during which an Employee is
credited with 1,000 (not more than 1,000)
Hours of Service.
(ii) For Allocation Accrual Purposes: The 12-
consecutive month period during which an
Employee is credited with 501 (not more
than 1,000) Hours of Service. (For Plan
Years beginning in 1990 and thereafter, if a
number greater than 501 is specified, it will
be deemed to be 501).
(iii) For Vesting Purposes: The 12-consecutive
month period during which an Employee is
credited with 1,000 (not more than 1,000)
Hours of Service.
4. ELIGIBILITY REQUIREMENTS
(a) Service:
[ ] (i) The Plan shall have no service
requirement.
[X] (ii) The Plan shall cover only Employees
having completed at least one (1) [not
more than three (3)] Years of Service.
If more than one (1) is specified, for
Plan Years beginning in 1989 and later,
the answer will be deemed to be one (1).
NOTE: If the eligibility period selected is less
than one year, an Employee will not be
required to complete any specified number of
Hours of Service to receive credit for such
period.
(b) Age:
[ ] (i) The Plan shall have no minimum age
requirement.
[X] (ii) The Plan shall cover only Employees
having attained age 21 (not more
than age 21).
(c) Classification:
The Plan shall cover all Employees who have met the age
and service requirements with the following exceptions:
[ ] (i) No exceptions.
[X] (ii) The Plan shall exclude Employees
included in a unit of Employees covered
by a collective bargaining agreement
between the Employer and Employee
Representatives, if retirement benefits
were the subject of good faith
bargaining. For this purpose, the term
"Employee Representative" does not
include any organization more than half
of whose members are Employees who are
owners, officers, or executives of the
Employer.
[X] (iii) The Plan shall exclude Employees who are
nonresident aliens and who receive no
earned income from the Employer which
constitutes income from sources within
the United States.
(d) Employees on Effective Date:
[ ] (i) Employees employed on the Plan's
Effective Date do not have to satisfy
the Service requirements specified
above.
[ ] (ii) Employees employed on the Plan's
Effective Date do not have to satisfy
the age requirements specified above.
5. RETIREMENT AGES
(a) Normal Retirement Age:
If the Employer imposes a requirement that Employees
retire upon reaching a specified age, the Normal
Retirement Age selected below may not exceed the
Employer imposed mandatory retirement age.
[X] (i) Normal Retirement Age shall be 65
(not to exceed age 65).
[ ] (ii) Normal Retirement Age shall be the later
of attaining age ____ (not to exceed age
65) or the ______ (not to exceed the
5th) anniversary of the first day of the
first Plan Year in which the Participant
commenced participation in the Plan.
(b) Early Retirement Age:
[X] (i) Not Applicable.
[ ] (ii) The Plan shall have an Early Retirement
Age of _____ (not less than 55) and
completion of _____ Years of Service.
6. EMPLOYEE CONTRIBUTIONS
[X] (a) Participants shall be permitted to make Elective
Deferrals in any amount from 1 % up to 5 %
of their Compensation.
If (a) is applicable, Participants shall be
permitted to amend their Salary Savings Agreements
to change the contribution percentage as provided
below:
[ ] (i) On the Anniversary Date of the
Plan,
[X] (ii) On the Anniversary Date of the Plan
and on the first day of the seventh
month of the Plan Year,
[ ] (iii) On the Anniversary Date of the Plan
and on the first day following any
Valuation Date, or
[ ] (iv) Upon 30 days notice to the
Employer.
[ ] (b) Participants shall be permitted to make after tax
Voluntary Contributions.
[ ] (c) Participants shall be required to make after tax
Voluntary Contributions as follows (Thrift Savings
Plan):
[ ] (i) ____% of Compensation.
[ ] (ii) A percentage determined by the
Employee on his or her enrollment
form.
[ ] (d) If necessary to pass the Average Deferral
Percentage Test, Participants [ ] may [ ] may not
have Elective Deferrals recharacterized as
Voluntary Contributions.
NOTE: The Average Deferral Percentage Test
will apply to contributions under (a)
above. The Average Contribution
Percentage Test will apply to
contributions under (b) and (c) above,
and may apply to (a).
7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF
NOT APPLICABLE
NOTE: The Employer shall make contributions to the Plan
in accordance with the formula or formulas
selected below. The Employer's contribution shall
be subject to the limitations contained in
Articles III and X. For this purpose, a
contribution for a Plan Year shall be limited for
the Limitation Year which ends with or within such
Plan Year. Also, the integrated allocation
formulas below are for Plan Years beginning in
1989 and later. The Employer's allocation for
earlier years shall be as specified in its Plan
prior to amendment for the Tax Reform Act of 1986.
(a) Profits Requirement:
(i) Current or Accumulated Net Profits are
required for:
[ ] (A) Matching Contributions.
[ ] (B) Qualified Non-Elective Contributions.
[ ] (C) discretionary contributions.
(ii) No Net Profits are required for:
[ ] (A) Matching Contributions.
[ ] (B) Qualified Non-Elective Contributions.
[ ] (C) discretionary contributions.
NOTE: Elective Deferrals can always be contributed
regardless of profits.
[ ] (b) Salary Savings Agreement:
The Employer shall contribute and allocate to each
Participant's account an amount equal to the amount
withheld from the Compensation of such Participant
pursuant to his or her Salary Savings Agreement. If
applicable, the maximum percentage is specified in
Section 6 above.
An Employee who has terminated his or her election
under the Salary Savings Agreement other than for
hardship reasons may not make another Elective
Deferral:
[ ] (i) until the first day of the next Plan
Year.
[ ] (ii) until the first day of the next
valuation period.
[ ] (iii) for a period of _____ month(s) (not to
exceed 12 months).
[ ] (c) Matching Employer Contribution [See paragraphs (h) and
(i)]:
[ ] (i) Percentage Match: The Employer shall
contribute and allocate to each eligible
Participant's account an amount equal to
___% of the amount contributed and
allocated in accordance with
paragraph 7(b) above and (if checked)
____% of [ ] the amount of Voluntary
Contributions made in accordance with
paragraph 4.1 of the Basic Plan
Document #04. The Employer shall not
match Participant Elective Deferrals as
provided above in excess of $________ or
in excess of ____% of the Participant's
Compensation or if applicable, Voluntary
Contributions in excess of
$_____________ or in excess of _____% of
the Participant's Compensation. In no
event will the match on both Elective
Deferrals and Voluntary Contributions
exceed a combined amount of $_________
or _____%.
[ ] (ii) Discretionary Match: The Employer shall
contribute and allocate to each eligible
Participant's account a percentage of
the Participant's Elective Deferral
contributed and allocated in accordance
with paragraph 7(b) above. The Employer
shall set such percentage prior to the
end of the Plan Year. The Employer
shall not match Participant Elective
Deferrals in excess of $________ or in
excess of ____% of the Participant's
Compensation.
[ ] (iii) Tiered Match: The Employer shall
contribute and allocate to each
Participant's account an amount equal to
____% of the first ____% of the
Participant's contribution.
_____% of the next ____% of the
Participant's contribution.
_____% of the next ____% of the
Participant's contribution.
NOTE: Percentages specified in (iii) above may not
increase as the percentage of Participant's
contribution increases.
[ ] (iv) Flat Dollar Match: The Employer shall
contribute and allocate to each
Participant's account $________ if the
Participant defers at least 1% of
Compensation.
[ ] (v) Percentage of Compensation Match: The
Employer shall contribute and allocate
to each Participant's account ____% of
Compensation if the Participant defers
at least 1% of Compensation.
[ ] (vi) Proportionate Compensation Match: The
Employer shall contribute and allocate
to each Participant who defers at least
1% of Compensation, an amount determined
by multiplying such Employer Matching
Contribution by a fraction the numerator
of which is the Participant's
Compensation and the denominator of
which is the Compensation of all
Participants eligible to receive such an
allocation.
[ ] (vii) Qualified Match: Employer Matching
Contributions will be treated as
Qualified Matching Contributions to the
extent specified below:
[ ] (A) All Matching Contributions.
[ ] (B) None.
[ ] (C) ____% of the Employer's
Matching Contribution.
[ ] (D) up to ___% of each
Participant's Compensation.
[ ] (E) The amount necessary to meet
the [ ] Average Deferral
Percentage (ADP) test.
[ ] Average Contribution
Percentage (ACP) test,
[ ] Both the ADP and ACP
tests.
(viii) Eligibility for Match: Employer
Matching Contributions, whether or not
Qualified, will only be made on Employee
Contributions not withdrawn prior to the
end of the [ ] valuation period [ ] Plan
Year.
[ ] (d) Qualified Non-Elective Employer Contribution -[See
paragraphs (h) and i)] These contributions are fully
vested when contributed.
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to
each eligible Employee in proportion to his or her
Compensation as a percentage of the Compensation of all
eligible Employees. This part of the Employer's
contribution and the allocation thereof shall be
unrelated to any Employee contributions made hereunder.
The amount of Qualified non-Elective Contributions
taken into account for purposes of meeting the ADP or
ACP test requirements is:
[ ] (i) All such Qualified non-Elective
Contributions.
[ ] (ii) The amount necessary to meet [ ] the ADP
test, [ ] the ACP test, [ ] Both the ADP
and ACP tests.
Qualified non-Elective Contributions will be made to:
[ ] (iii) All Employees eligible to participate.
[ ] (iv) Only non-Highly Compensated Employees
eligible to participate.
[ ] (e) Additional Employer Contribution Other Than Qualified
Non-Elective Contributions - Non-Integrated [See
paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to
each eligible Employee in proportion to his or her
Compensation as a percentage of the Compensation of all
eligible Employees. This part of the Employer's
contribution and the allocation thereof shall be
unrelated to any Employee contributions made hereunder.
[ ] (f) Additional Employer Contribution - Integrated
Allocation Formula [See paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution. The Employer's
contribution for the Plan Year plus any forfeitures
shall be allocated to the accounts of eligible
Participants as follows:
(i) First, to the extent contributions and
forfeitures are sufficient, all
Participants will receive an allocation
equal to 3% of their Compensation.
(ii) Next, any remaining Employer
Contributions and forfeitures will be
allocated to Participants who have
Compensation in excess of the Taxable
Wage Base (excess Compensation). Each
such Participant will receive an
allocation in the ratio that his or her
excess compensation bears to the excess
Compensation of all Participants.
Participants may only receive an
allocation of 3% of excess Compensation.
(iii) Next, any remaining Employer
contributions and forfeitures will be
allocated to all Participants in the
ratio that their Compensation plus
excess Compensation bears to the total
Compensation plus excess Compensation of
all Participants. Participants may only
receive an allocation of up to 2.7% of
their Compensation plus excess
Compensation, under this allocation
method. If the Taxable Wage Base
defined at Section 3(j) is less than or
equal to the greater of $10,000 or 20%
of the maximum, the 2.7% need not be
reduced. If the amount specified is
greater than the greater of $10,000 or
20% of the maximum Taxable Wage Base,
but not more than 80%, 2.7% must be
reduced to 1.3%. If the amount
specified is greater than 80% but less
than 100% of the maximum Taxable Wage
Base, the 2.7% must be reduced to 2.4%.
NOTE: If the Plan is not Top-Heavy or if the
Top-Heavy minimum contribution or
benefit is provided under another Plan
[see Section 11(c)(ii)] covering the
same Employees, sub-paragraphs (i)
and (ii) above may be disregarded and
5.7%, 4.3% or 5.4% may be substituted
for 2.7%, 1.3% or 2.4% where it appears
in (iii) above.
(iv) Next, any remaining Employer
contributions and forfeitures will be
allocated to all Participants (whether
or not they received an allocation under
the preceding paragraphs) in the ratio
that each Participant's Compensation
bears to all Participants' Compensation.
[ ] (g) Additional Employer Contribution-Alternative Integrated
Allocation Formula [See paragraph (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution. To the extent that such
contributions are sufficient, they shall be allocated
as follow:
____% of each eligible Participant's Compensation plus
____% of Compensation in excess of the Taxable Wage
Base defined at Section 3(j) hereof. The percentage on
excess compensation may not exceed the lesser of
(i) the amount first specified in this paragraph or
(ii) the greater of 5.7% or the percentage rate of tax
under Code Section 3111(a) as in effect on the first
day of the Plan Year attributable to the Old Age (OA)
portion of the OASDI provisions of the Social Security
Act. If the Employer specifies a Taxable Wage Base in
Section 3(j) which is lower than the Taxable Wage Base
for Social Security purposes (SSTWB) in effect as of
the first day of the Plan Year, the percentage
contributed with respect to excess Compensation must be
adjusted. If the Plan's Taxable Wage Base is greater
than the larger of $10,000 or 20% of the SSTWB but not
more than 80% of the SSTWB, the excess percentage is
4.3%. If the Plan's Taxable Wage Base is greater than
80% of the SSTWB but less than 100% of the SSTWB, the
excess percentage is 5.4%.
NOTE: Only one plan maintained by the Employer may be
integrated with Social Security.
(h) Allocation of Excess Amounts (Annual Additions)
In the event that the allocation formula above results
in an Excess Amount, such excess shall be:
[ ] (i) placed in a suspense account accruing no
gains or losses for the benefit of the
Participant.
[ ] (ii) reallocated as additional Employer
contributions to all other Participants
to the extent that they do not have any
Excess Amount.
(i) Minimum Employer Contribution Under Top-Heavy Plans:
For any Plan Year during which the Plan is Top-Heavy,
the sum of the contributions and forfeitures as
allocated to eligible Employees under paragraphs 7(d),
7(c), 7(f), 7(g) and 9 of this Adoption Agreement shall
not be less than the amount required under paragraph
14.2 of the Basic Plan Document #04. Top-Heavy
minimums will be allocated to:
[ ] (i) all eligible Participants.
[ ] (ii) only eligible non-Key Employees who are
Participants.
(j) Return of Excess Contributions and/or Excess Aggregate
Contributions:
In the event that one or more Highly Compensated
Employees is subject to both the ADP and ACP tests and
the sum of such tests exceeds the Aggregate Limit, the
limit will be satisfied by reducing the:
[ ] (i) the ADP of the affected Highly
Compensated Employees.
[ ] (ii) the ACP of the affected Highly
Compensated Employees.
[ ] (iii) a combination of the ADP and ACP of the
affected Highly Compensated Employees.
8. ALLOCATIONS TO TERMINATED EMPLOYEES
NOT APPLICABLE
(a) For Plan Years beginning prior to 1990:
[ ] (i) For Plan Years beginning prior to 1990,
the Employer will not allocate Employer
related contributions to any Participant
who terminates employment during the
Plan Year.
[ ] (ii) The Employer will allocate Employer
related contributions to Employees who
terminate during the Plan Year as a
result of:
[ ] (1) retirement.
[ ] (2) Disability.
[ ] (3) death.
[ ] (4) other termination provided
that the Participant has
completed a Year of Service.
[ ] (5) other termination.
(b) For Plan Years beginning in 1990 and thereafter, the
Employer will allocate Employer related contributions
to any Participant who is credited with more than 500
Hours of Service or is employed on the last day of the
Plan Year without regard to the number of Hours of
Service.
The Employer will also allocate Employer related
contributions to any Participant who terminates during
the Plan Year without accruing the necessary Hours of
Service if they terminate as a result of:
[ ] (i) retirement.
[ ] (ii) Disability.
[ ] (iii) death.
9. ALLOCATION OF FORFEITURES
NOT APPLICABLE
NOTE: Subsections (a), (b) and (c) below apply to forfeitures
of amounts other than Excess Aggregate Contributions.
(a) Allocation Alternatives:
[ ] (i) Forfeitures shall be allocated to
Participants in the same manner as the
Employer's contribution.
If allocation to other Participants is
selected, the allocation shall be as
follows:
[1] Amount attributable to Employer
discretionary contributions and
Top-Heavy minimums will be
allocated to:
[ ] all eligible Participants
under the Plan.
[ ] only those Participants
eligible for an allocation of
matching contributions in the
current year.
[2] Amounts attributable to Employer
Matching Contributions will be
allocated to:
[ ] all eligible Participants.
[ ] only those Participants
eligible for allocations of
matching contributions in the
current year.
[ ] (ii) Forfeitures shall be applied to reduce
the Employer's contribution for such
Plan Year.
[ ] (iii) Forfeitures shall be applied to offset
administrative expenses of the Plan. If
forfeitures exceed these expenses, (ii)
above shall apply.
(b) Date for Reallocation:
NOTE: If no distribution has been made to a former
Participant, subsection (i) below will apply to such
Participant even if the Employer elects (ii) or (iii)
below as its normal administrative policy.
[ ] (i) Forfeitures shall be reallocated at the
end of the Plan Year during which the
former Participant incurs his or her
fifth consecutive one year Break In
Service.
[ ] (ii) Forfeitures will be reallocated
immediately (as of the next Valuation
Date).
[ ] (iii) Forfeitures shall be reallocated at the
end of the Plan Year during which the
former Employee incurs his or her ____
(1st, 2nd, 3rd, or 4th) consecutive one
year Break In Service.
(c) Restoration of Forfeitures:
If amounts are forfeited prior to five consecutive 1-
year Breaks in Service, the Funds for restoration of
account balances will be obtained from the following
resources in the order indicated (fill in the
appropriate number):
[ ] (i) Current year's forfeitures.
[ ] (ii) Additional Employer contribution.
[ ] (iii) Income or gain to the Plan.
(d) Forfeitures of Excess Aggregate Contributions shall be:
[ ] (i) Applied to reduce Employer
contributions.
[ ] (ii) Allocated, after all other forfeitures
under the Plan, to the Matching
Contribution account of each non-Highly
Compensated Participant who made
Elective Deferrals or Voluntary
Contributions in the ratio which each
such Participant's Compensation for the
Plan Year bears to the total
Compensation of all Participants for
such Plan Year. Such forfeitures cannot
be allocated to the account of any
Highly Compensated Employee.
Forfeitures of Excess Aggregate Contributions will be
so applied at the end of the Plan Year in which they
occur.
10. CASH OPTION
[ ] (a) The Employer may permit a Participant to elect to
defer to the Plan, an amount not to exceed ____%
of any Employer paid cash bonus made for such
Participant for any year. A Participant must file
an election to defer such contribution at least
fifteen (15) days prior to the end of the Plan
Year. If the Employee fails to make such an
election, the entire Employer paid cash bonus to
which the Participant would be entitled shall be
paid as cash and not to the Plan. Amounts
deferred under this section shall be treated for
all purposes as Elective Deferrals.
Notwithstanding the above, the election to defer
must be made before the bonus is made available to
the Participants.
[X] (b) Not Applicable.
11. LIMITATIONS ON ALLOCATIONS
[ ] This is the only Plan the Employer maintains or ever
maintained; therefore, this section is not applicable.
[X] The Employer does maintain or has maintained another
Plan (including a Welfare Benefit Fund or an individual
medical account [as defined in Code Section 415(1)(2)],
under which amounts are treated as Annual Additions)
and has completed the proper sections below.
Complete (a), (b) and (c) only if the Employer
maintains or ever maintained another qualified plan,
including a Welfare Benefit Fund or an individual
medical account [as defined in Code Section 415(1)(2)],
in which any Participant in this Plan is (or was) a
participant or could possibly become a participant.
(a) If the Participant is covered under another qualified
Defined Contribution Plan maintained by the Employer,
other than a Master or Prototype Plan:
[ ] (i) the provisions of Article X of the Basic
Plan Document #04 will apply, as if the
other plan were a Master or Prototype
Plan.
[ ] (ii) Attach provisions stating the method
under which the plans will limit total
Annual Additions to the Maximum
Permissible Amount, and will properly
reduce any Excess Amounts, in a manner
that precludes Employer discretion.
(b) If a Participant is or ever has been a participant in a
Defined Benefit Plan maintained by the Employer:
Attach provisions which will satisfy the 1.0 limitation
of Code Section 415(c). Such language must preclude
Employer discretion. The Employer must also specify
the interest and mortality assumptions used in
determining Present Value in the Defined Benefit Plan.
(c) The minimum contribution or benefit required under Code
Section 416 relating to Top-Heavy Plans shall be
satisfied by:
[ ] (i) this Plan.
[X] (ii) U S National Bank Pension Plan
(Name of other qualified plan of the
Employer).
[ ] (iii) Attach provisions stating the method
under which the minimum contribution and
benefit provisions of Code Section 416
will be satisfied. If a Defined Benefit
Plan is or was maintained, an attachment
must be provided showing interest and
mortality assumptions used in the Top-
Heavy Ratio.
12. VESTING
Employees shall have a fully vested and nonforfeitable
interest in any Employer contribution and the investment
earnings thereon made in accordance with paragraphs (select
one or more options) [ ] 7(c), [ ] 7(c), [ ] 7(f), [ ] 7(g)
and [ ] 7(i) hereof. Contributions under paragraph 7(b),
7(c)(vii) and 7(d) are always fully vested. If one or more
of the foregoing opinions are not selected, such Employer
contributions shall be subject to the vesting table selected
by the Employer.
Each Participant shall acquire a vested and nonforfeitable
percentage in his or her account balance attributable to
Employer contributions and the earnings thereon under the
procedures selected below except with respect to any Plan
Year during which the Plan is Top-Heavy, in which case the
Two-twenty vesting schedule [Option (b)(iv)] shall
automatically apply unless the Employer has already elected
a faster vesting schedule. If the Plan is switched to
option (b)(iv), because of its Top-Heavy status, that
vesting schedule will remain in effect even if the Plan
later becomes non-Top-Heavy until the Employer executes an
amendment of this Adoption Agreement indicating otherwise.
(a) Computation Period:
The computation period for purposes of determining
Years of Service and Breaks in Service for purposes of
computing a Participant's nonforfeitable right to his
or her account balance derived from Employer
contributions:
[X] (i) shall not be applicable since
Participants are always fully vested.
[ ] (ii) shall commence on the date on which an
Employee first performs an Hour of
Service for the Employer and each
subsequent 12-consecutive month period
shall commence on the anniversary
thereof, or
[ ] (iii) shall commence on the first day of the
Plan Year during which an Employee first
performs an Hour of Service for the
Employer and each subsequent 12-
consecutive month period shall commence
on the anniversary thereof.
A Participant shall receive credit for a Year of
Service if he or she completes at least 1,000 Hours of
Service [or if lesser, the number of hours specified at
3(l)(iii) of this Adoption Agreement] at any time
during the 12-consecutive month computation period.
Consequently, a Year of Service may be earned prior to
the end of the 12-consecutive month computation period
and the Participant need not be employed at the end of
the 12-consecutive month computation period to receive
credit for a Year of Service.
(b) Vesting Schedules:
NOTE: The vesting schedules below only apply to a Participant
who has at least one Hour of Service during or after
the 1989 Plan Year. If applicable, Participants who
separated from Service prior to the 1989 Plan Year will
remain under the vesting schedule as in effect in the
Plan prior to amendment for the Tax Reform Act of 1986.
(i) Full and Immediate Vesting.
Years of Service
1 2 3 4 5 6 7
(ii) ___% 100%
(iii) ___% ___% 100%
(iv) ___% 20% 40% 60% 80% 100%
(v) ___% ___% 20% 40% 60% 80% 100%
(vi) 10% 20% 30% 40% 60% 80% 100%
(vii) ___% ___% ___% ___% 100%
(viii) ___% ___% ___% ___% ___% ___% 100%
NOTE: The percentages selected for schedule (viii) may not be
less for any year than the percentages shown at
schedule (v).
[ ] All contributions other than those which are fully
vested when contributed will vest under schedule
____ above.
[ ] Contributions other than those which are fully
vested when contributed will vest as provided
below:
Vesting Type of Employer
Option Selected Contribution
________________ 7(c) Employer Match on Salary
Savings
________________ 7(c) Employer Match on
Employee Voluntary
________________ 7(c) Employer Discretionary
________________ 7(f) & (g) Employer
Discretionary - Integrated
(c) Service disregarded for Vesting:
[ ] (i) Service prior to the Effective Date of
this Plan or a predecessor plan shall be
disregarded when computing a
Participant's vested and nonforfeitable
interest.
[ ] (ii) Service prior to a Participant having
attained age 18 shall be disregarded
when computing a Participant's vested
and nonforfeitable interest.
13. SERVICE WITH PREDECESSOR ORGANIZATION
For purposes of satisfying the Service requirements for
eligibility, Hours of Service shall include Service with the
following predecessor organization(s): (These hours will
also be used for vesting purposes.)
NOT APPLICABLE
14. ROLLOVER/TRANSFER CONTRIBUTIONS
(a) Rollover Contributions, as described at paragraph 4.3
of the Basic Plan Document #04, [X] shall [ ] shall not
be permitted. If permitted, Employees [ ] may [X] may
not make Rollover Contributions prior to meeting the
eligibility requirements for participation in the Plan.
(b) Transfer Contributions, as described at paragraph 4.4
of the Basic Plan Document #04 [ ] shall [X] shall not
be permitted. If permitted, Employees [ ] may [ ] may
not Transfer Contributions prior to meeting the
eligibility requirements for participation in the Plan.
NOTE: Even if available, the Employer may refuse to accept
such contributions, if its Plan meets the safe-harbor
rules of paragraph 8.7 of the Basic Plan Document #04.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of
the Basic Plan Document #04, [ ] are [X] are not permitted.
16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.5 of the
Basic Plan Document #04, [X] are [ ] are not permitted. If
permitted, repayments of principal and interest shall be
repaid to [X] the Participant's segregated account of[ ] the
general Fund.
17. INSURANCE POLICIES
The insurance provisions of paragraph 13.6 of the Basic Plan
Document #04 [ ] shall [X] shall not be applicable.
18. EMPLOYER INVESTMENT DIRECTION
The Employer investment direction provisions, as set forth
in paragraph 13.7 of the Basic Plan Document #04, [ ] shall
[X] shall not be applicable.
19. EMPLOYEE INVESTMENT DIRECTION
(a) The Employee investment direction provisions, as set
forth in paragraph 13.8 of the Basic Plan Document #04,
[ ] shall [ ] shall not be applicable.
If applicable, Participants may direct their
investments:
[X] (i) among funds offered by the Trustee.
[ ] (ii) among any allowable investments.
(b) Participants may direct the following kinds of
contributions and the earnings thereon (check all
applicable):
[X] (i) All Contributions.
[ ] (ii) Elective Deferrals.
[ ] (iii) Employee Voluntary Contributions (after-
tax).
[ ] (iv) Employee Mandatory Contributions (after-
tax).
[ ] (v) Employer Qualified Matching
Contributions.
[ ] (vi) Other Employer Matching Contributions.
[ ] (vii) Employer Qualified Non-Elective
Contributions.
[ ] (viii) Employer Discretionary Contributions.
[ ] (ix) Rollover Contributions.
[ ] (x) Transfer Contributions.
[ ] (xi) All of above which are checked, but only
to the extent that the Participant is
vested in those contributions.
NOTE: To the extent Employee investment direction was
previously allowed, it shall continue to be allowed on
those amounts and the earnings thereon.
S EARLY PAYMENT OPTION
(a) A Participant who separates from Service prior to
retirement, death or Disability [X] may [ ] may not
make application to the Employer requesting an early
payment of his or her vested account balance.
(b) A Participant who has attained age 59-1/2 and who has
not separated from Service [X] may [ ] may not obtain a
distribution of his or her vested Employer
contributions. Distribution can only be made if the
Participant is 100% vested.
(c) A Participant who has attained the Plan's Normal
Retirement Age and who has not separated from Service
[X] may [ ] may not receive a distribution of his or
her vested account balance.
NOTE: If the Participant has had the right to withdraw his or
her account balance in the past, this right may not be
taken away. Notwithstanding the above, to the
contrary, required minimum distributions will be paid.
For timing of distributions, see item 21(a) below.
21. DISTRIBUTION OPTIONS
(a) Timing of Distributions:
In cases of termination for other than death,
Disability or retirement, benefits shall be paid:
[X] (i) As soon as administratively feasible
following the close of the Plan Year
during which a distribution is requested
or is otherwise payable.
[ ] (ii) As soon as administratively feasible,
following the date on which a
distribution is requested or is
otherwise payable.
[ ] + As soon as administratively feasible,
after the close of the Plan Year during
which the Participant incurs ______
consecutive one-year Breaks in Service.
[ ] (iv) Only after the Participant has achieved
the Plan's Normal Retirement Age, or
Early Retirement Age, if applicable.
In cases of death, Disability or retirement, benefits
shall be paid:
[X] (v) As soon as administratively feasible
following the close of the Plan Year
during which a distribution is requested
or is otherwise payable.
[ ] (vi) As soon as administratively feasible,
following the date on which a
distribution is requested or is
otherwise payable.
[ ] (vii) As soon as administratively feasible,
after the close of the Plan Year during
which the Participant incurs _____
consecutive one-year Breaks in Service.
[ ] (viii) Only after the Participant has achieved
the Plan's Normal Retirement Age, or
Early Retirement Age, if applicable.
(b) Optional Forms of Payment:
[X] (i) Lump Sum.
[ ] (ii) Installment Payments.
[ ] (iii) Life Annuity*.
[ ] (iv) Life Annuity Term Certain*.
Life Annuity with payments guaranteed
for _______ period (not to exceed 20
years, specify all applicable).
[ ] (v) Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75%
or [ ] 100% survivor annuity* (specify
all applicable).
[ ] (vi) Other form(s) as specified: __________
* Not available in Plan meeting provisions of paragraph
8.7 of Basic Plan Document #04.
(c) Recalculation of Life Expectancy:
In determining required distributions under the Plan,
Participants and/or their Spouse (Surviving Spouse) [X]
shall [ ] shall not have the right to have their life
expectancy recalculated annually.
If "shall,"
[ ] only the Participant shall be recalculated.
[ ] both the Participant and Spouse shall be
recalculated.
[X] who is recalculated shall be determined by the
Participant.
22. SPONSOR CONTACT
Employers should direct questions concerning the language
contained in and qualification of the Prototype to:
Vice President, Employee Benefits
(Job Title) ___________________________
(Phone Number) (814) 533-5335
In the event that the Sponsor amends, discontinues or
abandons this Prototype Plan, notification will be provided
to the Employer's address provided on the first page of this
Agreement.
23. SIGNATURES
Due to the significant tax ramifications, the Sponsor
recommends that before you execute this Adoption Agreement,
you contact your attorney or tax advisor, if any.
(a) EMPLOYER:
Name and address of Employer if different than
specified in Section 1 above.
______________________________________________________
______________________________________________________
______________________________________________________
This agreement and the corresponding provisions of the
Plan and Trust/Custodial Account Basic Plan Document
#04 were adopted by the Employer the 22nd day of April,
1992.
Signed for the Employer by: Terry K. Dunkle
Title: President
Signature: /s/ Terry K. Dunkle
The Employer understands that its failure to properly
complete the Adoption Agreement may result in
disqualification of its Plan.
Employer's Reliance: An Employer who maintains or has
ever maintained or who later adopts any Plan
[including, after December 31, 1985, a Welfare Benefit
Fund, as defined in Section 419(c) of the Code, which
provides post-retirement medical benefits allocated to
separate accounts for Key Employees, as defined in
Section 419A(d)(3)] or an individual medical account,
as defined in Code Section 415(1)(2) in addition to
this Plan may not rely on the opinion letter issued by
the National Office of the Internal Revenue Service as
evidence that this Plan is qualified under Section 401
of the Code. If the Employer who adopts or maintains
multiple Plans wishes to obtain reliance that such
Plan(s) are qualified, application for a determination
letter should be made to the appropriate Key District
Director of Internal Revenue. The Employer understands
that its failure to properly complete the Adoption
Agreement may result in disqualification of its plan.
This Adoption Agreement may only be used in conjunction
with Basic Plan Document #04.
[ ] (b) TRUSTEE:
Name of Trustee:
U S NATIONAL BANK
The assets of the Fund shall be invested in accordance
with paragraph 13.3 of the Basic Plan Document #04 as a
Trust. As such, the Employer's Plan as contained
herein was accepted by the Trustee the 22nd day of
April, 1992.
Signed for the Trustee by: Anne Bump
Title: V.P., E.B.
Signature: /s/ Anne G. Bump
[ ] (c) CUSTODIAN:
Name of Custodian:
______________________________________________________
______________________________________________________
The assets of the Fund shall be invested in accordance
with paragraph 13.4 of the Basic Plan Document #04 as a
Custodial Account. As such, the Employer's Plan as
contained herein was accepted by the Custodian the ____
day of ___________, 19__.
Signed for the Custodian by: _________________________
Title: _______________________________________________
Signature: ___________________________________________
(d) SPONSOR:
The Employer's agreement and the corresponding
provisions of the Plan and Trust/Custodial Account
Basic Plan Document #04 were accepted by the Sponsor
the ____ day of ____________, 19__.
Signed for the Sponsor by: ___________________________
Title: _______________________________________________
Signature: ___________________________________________
