<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission
on August 15, 1997
Registration No. 333-___________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________________________
WSFS FINANCIAL CORPORATION
_____________________________________
(Exact name of registrant as specified in its charter)
Delaware 22-2866913
_______________________ __________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
838 Market Street
Wilmington, Delaware 19899
(302) 792-6000
____________________________________
(Address of Principal Executive Office)
WSFS Financial Corporation
401(k) Savings & Retirement Plan
____________________________
(Full title of the plan)
with copies to:
James C. Stewart, Esquire
Marvin N. Schoenhals, President Daniel L. Hogans, Esquire
WSFS Financial Corporation Housley Kantarian and
838 Market Street Bronstein, P.C.
Wilmington, Delaware 19889 1220 19th Street, N.W.
Suite 700
Washington, D.C. 20036
___________________________
(Name and address of agent for service)
(302) 571-7090
_____________________________
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be registered(1) registered(2) Per Share(3) Price(4) Fee
- ------------------------------------------------------------------------------------
Common Stock, $.01
par value per share 450,000 $14.25 $6,412,500 $1,943.18
====================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests available pursuant to the WSFS
Financial Corporation 401(k) Savings & Retirement Plan (the
"Plan") as described herein.
(2) Estimates the maximum number of shares expected to be
issued under the Plan assuming that all employee contributions to
the Plan are used to purchase shares of Common Stock of WSFS
Financial Corporation in the offering of shares of Common Stock
of WSFS Financial Corporation, together with an indeterminate
number of shares which may be necessary to adjust the number of
additional shares of Common Stock reserved for issuance pursuant
to the Plan and being registered herein, as the result of a stock
split, stock dividend, reclassification, recapitalization or
similar adjustment(s) of the Common Stock of WSFS Financial
Corporation.
(3) Estimated solely for the purpose of calculating the
registration fee and calculated pursuant to Rule 457(c) based on
the average of the high and low selling price of $14.25 per share
for the Common Stock of WSFS Financial Corporation on August 11,
1997.
(4) Estimated based on (2) and (3) above.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH SECTION
8(A) OF THE SECURITIES ACT OF 1933.<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
_______
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
_______ INFORMATION*
*This Registration Statement relates to the registration of
450,000 shares of Common Stock, $.01 par value per share, of WSFS
Financial Corporation (the "Company") reserved for issuance and
delivery under the WSFS Financial Corporation 401(k) Savings &
Retirement Plan (the "Plan"). Documents containing the
information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by
Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
_______
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with
the Commission. Reports, proxy statements and other information
concerning the Company filed with the Commission may be inspected
and copies may be obtained (at prescribed rates) at the
Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, as filed with the Commission on
March 28, 1997 (Commission File No. 0-16668).
(b) The Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 1996, as filed with the Commission on
July 3, 1997 (Commission File No. 0-16668).
(c) The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1997, as filed with the Commission on May
14, 1997 (Commission File No. 0-16668).
(d) The Company's quarterly report on Form 10-Q for the
quarter ended June 30, 1997 as filed with the Commission on
August 13, 1997 (Commission File No. 0-16668).
(e) The description of the Company's securities contained in
its Registration Statement on Form 8-A as filed with the
Commission on July 7, 1989 (Commission File No. 0-16668).
ALL DOCUMENTS FILED BY THE COMPANY AND THE PLAN PURSUANT TO
SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, AFTER THE DATE HEREOF AND PRIOR TO THE
TERMINATION OF THE OFFERING OF THE SHARES OF COMMON STOCK, PAR
VALUE $.01 PER SHARE ("COMMON STOCK") 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.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
_______
Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
_______
Not applicable.<PAGE>
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
_______
The Company's Certificate of Incorporation provides for
indemnification of officers and directors of the Company to the
extent permissible under Delaware General Corporation Law
("DGCL"). Section 145 of the DGCL authorizes a corporation's
board of directors to grant indemnity to directors and officers
of the corporation, when made, or threatened to be made, parties
to certain proceedings by reason of such status with the
corporation, against judgments, fines, settlements and expenses,
including attorney's fees. In addition, under certain
circumstances such persons may be indemnified against expenses
actually and reasonably incurred in defense of a proceeding by or
on behalf of the corporation. Similarly, the corporation, under
certain circumstances, is authorized to indemnify directors and
officers of other corporations or enterprises who are serving as
such at the request of the corporation, when such persons are
made, or threatened to be made, parties to certain proceedings by
reason of such status, against judgments, fines, settlements and
expenses, including attorney's fees; and under certain
circumstances, such persons may be indemnified against expenses
actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where
such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise,
as appropriate; (iii) with respect to a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful; and (iv)
was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding
was brought determines that such person is fairly and reasonably
entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is
permissible because the person being indemnified has met the
requisite standard of conduct. Such determination may be made
(i) by the corporation's board of directors by a majority vote of
a quorum consisting of directors not at the time parties to such
proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.
Section 145 of the DGCL also permits expenses incurred by
directors and officers in defending a proceeding to be paid by
the corporation in advance of the final disposition of such
proceedings upon the receipt of an undertaking by the director or
officer to repay such amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation against
such expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
_______
Not applicable.
ITEM 8. EXHIBITS
_______
The exhibit schedules filed as a part of this registration
statement are as follows:
4.1 WSFS Financial Corporation 401(k) Savings & Retirement
Plan (the "Plan")
4.2 Summary Plan Description of the Plan
<PAGE>
5.1 Opinion of Housley Kantarian & Bronstein, P.C. as to
the validity of the Common Stock being registered
5.2 Favorable Determination Letter from the Internal
Revenue Service dated May 3, 1995, regarding the
tax-qualification of the Plan documents
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Certified Public Accountants
24 Power of Attorney (contained in the signature page to
this Registration Statement)
<PAGE>
<PAGE>
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 prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) 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
the 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.
(d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section <PAGE>
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
2. 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 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.
3. The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.<PAGE>
<PAGE>
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>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wilmington, State of
Delaware, on July 24, 1997.
WSFS FINANCIAL CORPORATION
By: /s/ Marvin N. Schoenhals
_________________________________________
Marvin N. Schoenhals, President and Chief
Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of WSFS Financial Corporation,
hereby severally constitute and appoint Marvin N. Schoenhals,
with full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Marvin N. Schoenhals may deem
necessary or advisable to enable WSFS Financial Corporation to
comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration of WSFS
Financial Corporation common stock, including specifically, but
not limited to, power and authority to sign for us in our names
in the capacities indicated below, the Registration Statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Marvin N.
Schoenhals shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
</TABLE>
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- -----
<S> <C> <C>
/s/ Marvin N. Schoenhals Chairman, President, July 24, 1997
_______________________ Chief Executive Officer
Marvin N. Schoenhals (Chief Executive Officer)
/s/ R. William Abbott Executive Vice President July 24, 1997
________________________ and Chief Financial
R. William Abbott Officer (Chief Financial
and Accounting Officer)
/s/ Charles G. Cheleden Vice Chairman and July 24, 1997
________________________ Director
Charles G. Cheleden
/s/ Joseph R. Julian Director July 24, 1997
________________________
Joseph R. Julian
<PAGE>
/s/ David E. Hollowell Director July 24,1997
________________________
David E. Hollowell
/s/ Thomas P. Preston Director July 24, 1997
_______________________
Thomas P. Preston
/s/ Michele M. Rollins Director July 24, 1997
________________________
Michele M. Rollins
</TABLE>
<PAGE>
<PAGE>
SIGNATURES
Page 2
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- -----
<S> <C> <C>
/s/ Clairbourne D. Smith Director July 24, 1997
_______________________
Clairbourne D. Smith
/s/ R. Ted Weschler Director July 24, 1997
_______________________
R. Ted Weschler
/s/ Dale E. Wolf Director July 24, 1997
_______________________
Dale E. Wolf
</TABLE>
<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the undersigned trustee of the WSFS Financial Corporation 401(k)
Savings & Retirement Plan has duly caused this registration
statement to be signed in the City of San Francisco, State of
California, on July 28, 1997.
Charles Schwab Trust Co., As Trustee of
the Common Stock Fund under the WSFS
Financial Corporation 401(k) Savings &
Retirement Plan.
By: /s/ Rui M. Matos
---------------------------
August 15, 1997
Board of Directors
WSFS Financial Corporation
838 Market Street
Wilmington, Delaware 19899
Re: Registration Statement on Form S-8
WSFS Financial Corporation 401(k)
Savings & Retirement Plan
Ladies and Gentlemen:
We have acted as special counsel to WSFS Financial
Corporation, a Delaware corporation (the "Company"), in
connection with the preparation of the Registration Statement on
Form S-8 filed with the Securities Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as
amended, relating to participation interests in the WSFS
Financial Corporation 401(k) Savings & Retirement Plan (the
"Plan") and the sale to Plan participants of 450,000 shares of
common stock, par value $.01 per share (the "Common Stock") of
the Company, all as more fully described in the Registration
Statement. You have requested the opinion of this firm with
respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters
of law as we have deemed necessary for purposes of this opinion
and based thereon, we are of the opinion that the Common Stock
when issued pursuant to and in accordance with the terms of the
Plan will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal Opinion"
in the Prospectus which is part of the Registration Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ James C. Stewart
________________________________
James C. Stewart, Esquire
The Board of Directors
WSFS Financial Corporation:
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
__________________________
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
August 12, 1997
<PAGE>
WSFS FINANCIAL CORPORATION
401(k) SAVINGS & RETIREMENT PLAN
(As Amended and Restated Effective as of January 1, 1989)
December 21, 1994
<PAGE>
<PAGE>
WSFS FINANCIAL CORPORATION
SECTION 401(k) SAVINGS AND RETIREMENT PLAN
Table of Contents
__________________
Page
____
ARTICLE I
DESIGNATION OF PLAN AND PURPOSE. . . . . . . . . . . . . . . . .3
ARTICLE II
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .4
2.1 "Account Balance". . . . . . . . . . . . . . . . . . .4
2.2 "Actual Deferral Percentage" . . . . . . . . . . . . .4
2.3 "Administrator". . . . . . . . . . . . . . . . . . . .5
2.4 "Affiliate". . . . . . . . . . . . . . . . . . . . . .5
2.5 "After-Tax Contributions". . . . . . . . . . . . . . .5
2.6 "After-Tax Contributions Account". . . . . . . . . . .5
2.7 "Anniversary Date" . . . . . . . . . . . . . . . . . .5
2.8 "Beneficiary" or "Beneficiaries" . . . . . . . . . . .5
2.9 "Benefit Commencement Date". . . . . . . . . . . . . .5
2.10 "Board". . . . . . . . . . . . . . . . . . . . . . . .6
2.11 "Code" . . . . . . . . . . . . . . . . . . . . . . . .6
2.12 "Committee". . . . . . . . . . . . . . . . . . . . . .6
2.13 "Compensation" . . . . . . . . . . . . . . . . . . . .6
2.14 "Contribution Percentage". . . . . . . . . . . . . . .8
2.15 "Date of Distribution" . . . . . . . . . . . . . . . .8
2.16 "Determination Date" . . . . . . . . . . . . . . . . .9
2.17 "Disability" . . . . . . . . . . . . . . . . . . . . .9
2.18 "Discretionary Base Contribution". . . . . . . . . . .9
2.19 "Discretionary Base Contributions Account" . . . . . 10
2.20 "Discretionary Supplemental Contribution". . . . . . 10
2.21 "Discretionary Supplemental Contributions Account" . 10
2.22 "Early Retirement Age/Date". . . . . . . . . . . . . 10
2.23 "Effective Date" . . . . . . . . . . . . . . . . . . 10
2.24 "Employee" . . . . . . . . . . . . . . . . . . . . . 10
2.25 "Employee Savings Contribution". . . . . . . . . . . 10
2.26 "Employee Savings Contribution Account". . . . . . . 10
2.27 "Employer" . . . . . . . . . . . . . . . . . . . . . 10
2.28 "Entry Date" . . . . . . . . . . . . . . . . . . . . 11
2.29 "ERISA". . . . . . . . . . . . . . . . . . . . . . . 11
(iii)<PAGE>
<PAGE>
2.30 "Fiduciary". . . . . . . . . . . . . . . . . . . . . 11
2.31 "Fiscal Year". . . . . . . . . . . . . . . . . . . . 11
2.32 "Flex $" . . . . . . . . . . . . . . . . . . . . . . 11
2.33 "Forfeiture" . . . . . . . . . . . . . . . . . . . . 11
2.34 "Former Participant" . . . . . . . . . . . . . . . . 11
2.35 "415 Compensation" . . . . . . . . . . . . . . . . . 11
2.36 "Highly Compensated Employee". . . . . . . . . . . . 12
2.37 "Hour of Service". . . . . . . . . . . . . . . . . . 13
2.38 "Key Employees". . . . . . . . . . . . . . . . . . . 14
2.39 "Late Retirement Date" . . . . . . . . . . . . . . . 15
2.40 "Limitation Year". . . . . . . . . . . . . . . . . . 15
2.41 "Matching Contributions" . . . . . . . . . . . . . . 15
2.42 "Matching Contributions Account" . . . . . . . . . . 15
2.43 "Named Appeals Fiduciary". . . . . . . . . . . . . . 15
2.44 "Net Earnings" . . . . . . . . . . . . . . . . . . . 15
2.45 "Non-Key Employee" . . . . . . . . . . . . . . . . . 15
2.46 "Normal Retirement Age". . . . . . . . . . . . . . . 15
2.47 "One Year Break In Service". . . . . . . . . . . . . 15
2.48 "Participant". . . . . . . . . . . . . . . . . . . . 16
2.49 "Plan" . . . . . . . . . . . . . . . . . . . . . . . 16
2.50 "Plan Year". . . . . . . . . . . . . . . . . . . . . 17
2.51 "Required Beginning Date". . . . . . . . . . . . . . 17
2.52 "Retirement" . . . . . . . . . . . . . . . . . . . . 18
2.53 "Rollover Contribution". . . . . . . . . . . . . . . 18
2.54 "Surviving Spouse" . . . . . . . . . . . . . . . . . 18
2.55 "Super Top Heavy Plan" . . . . . . . . . . . . . . . 18
2.56 "Suspense Account" . . . . . . . . . . . . . . . . . 18
2.57 "Terminated Participant" . . . . . . . . . . . . . . 18
2.58 "Top Heavy Plan" . . . . . . . . . . . . . . . . . . 18
2.59 "Top Heavy Plan Year". . . . . . . . . . . . . . . . 18
2.60 "Trust". . . . . . . . . . . . . . . . . . . . . . . 18
2.61 "Trustee". . . . . . . . . . . . . . . . . . . . . . 18
2.62 "Valuation Date" . . . . . . . . . . . . . . . . . . 18
2.63 "Year of Service". . . . . . . . . . . . . . . . . . 19
ARTICLE III
PARTICIPATION IN THE PLAN. . . . . . . . . . . . . . . . . . . 21
3.1 Rights Affected and Preservation of
Account Balances . . . . . . . . . . . . . . . . . 21
3.2 Eligibility Requirements . . . . . . . . . . . . . . 21
3.3 Determination of Eligibility . . . . . . . . . . . . 22
3.4 Application Procedure. . . . . . . . . . . . . . . . 23
(iv)<PAGE>
<PAGE>
3.5 Election not to Participate or to Waive
Contributions . . . . . . . . . . . . . . . . . . .23
3.6 Former Employees . . . . . . . . . . . . . . . . . . 23
ARTICLE IV
CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 24
4.1 Employer's Contribution. . . . . . . . . . . . . . . 24
4.2 Employee's Savings Contribution. . . . . . . . . . . 25
4.3 Change in Employee Savings Contributions . . . . . . 25
4.4 Matching Contributions . . . . . . . . . . . . . . . 26
4.5 Discretionary Profit Sharing Contributions . . . . . 26
4.6 Flex $ Contributions . . . . . . . . . . . . . . . . 28
4.7 Rollover Contributions . . . . . . . . . . . . . . . 28
4.8 Calendar Year Limitation on Employee Savings
Contribution Election . . . . . . . . . . . . . .. 29
4.9 Employer Contribution Limitation . . . . . . . . . . 29
4.10 Contributions Not Limited to Net Earnings. . . . . . 29
4.11 Timing of Contributions. . . . . . . . . . . . . . . 29
4.12 Limitation on Employee Savings and Matching
Contributions . . . . . . . . . . . . . . . . . . .29
4.13 Prevention of Violation of Limitation on
Employee Savings Contributions and Matching
Contributions. . . . . . . . . . . . . . . . . . . 32
4.14 Maximum Annual Additions . . . . . . . . . . . . . . 34
4.15 Adjustment for Excessive Annual Additions. . . . . . 35
4.16 Multiple Plan Reduction. . . . . . . . . . . . . . . 36
ARTICLE V
CREDITS TO ACCOUNTS OF PARTICIPANTS. . . . . . . . . . . . . . 38
5.1 Adjustments to Participants' Accounts. . . . . . . . 38
5.2 Minimum Allocations Required for Top Heavy
Plan Years . . . . . . . . . . . . . . . . . . . . 39
5.3 Market Value of Trust. . . . . . . . . . . . . . . . 40
5.4 Crediting Participants' Account. . . . . . . . . . . 40
ARTICLE VI
VESTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.1 Full Vesting . . . . . . . . . . . . . . . . . . . . 41
6.2 Partial Vesting. . . . . . . . . . . . . . . . . . . 41
ARTICLE VII
DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . . 43
7.1 Form of Benefit. . . . . . . . . . . . . . . . . . . 43
7.2 Late Retirement. . . . . . . . . . . . . . . . . . . 43
7.3 Forfeitures. . . . . . . . . . . . . . . . . . . . . 43
7.4 Restoration of Account . . . . . . . . . . . . . . . 43
7.5 In-Service Withdrawals . . . . . . . . . . . . . . . 44
7.6 Hardship Withdrawals . . . . . . . . . . . . . . . . 44
(v)<PAGE>
<PAGE>
7.7 Distribution of Deminimus Amount . . . . . . . . . . 45
7.8 Required Distributions . . . . . . . . . . . . . . . 46
7.9 Payment of Benefits With Regard to an
Incompetent or a Minor . . . . . . . . . . . . . . 46
7.10 Amount of Benefit Determined by Administrator. . . . 46
7.11 Procedure Regarding Unclaimed Benefits . . . . . . . 47
7.12 Distribution of Benefits . . . . . . . . . . . . . . 47
ARTICLE VIII
DEATH BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . 49
8.1 Beneficiary of Death Benefit . . . . . . . . . . . . 49
8.2 Distribution of Benefits Upon Death. . . . . . . . . 49
8.3 Annuity Purchases after Installment Election.. . . . 52
ARTICLE IX
CLAIMS PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . 53
9.1 Applications for Benefits. . . . . . . . . . . . . . 53
9.2 Appeal of Denied Claim for Benefits. . . . . . . . . 53
9.3 Removal of the Named Appeals Fiduciary . . . . . . . 54
ARTICLE X
ESTABLISHMENT OF THE TRUST FUND. . . . . . . . . . . . . . . . 55
10.1 Trust. . . . . . . . . . . . . . . . . . . . . . . . 55
ARTICLE XI
MANAGEMENT OF THE TRUST AND INVESTMENT FUNDS . . . . . . . . . 56
11.1 Contributions to Trust . . . . . . . . . . . . . . . 56
11.2 Benefit to Participants. . . . . . . . . . . . . . . 56
11.3 Reversion to Employer. . . . . . . . . . . . . . . . 56
11.4 Investment . . . . . . . . . . . . . . . . . . . . . 56
11.5 Compliance with Section 404(c) of ERISA. . . . . . . 58
11.6 Investment Funds . . . . . . . . . . . . . . . . . . 59
11.7 Failure to Provide Investment Instructions.. . . . . 59
ARTICLE XII
ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . 60
12.1 Appointment of Committee . . . . . . . . . . . . . . 60
12.2 Duties of Committee. . . . . . . . . . . . . . . . . 60
12.3 Indemnification. . . . . . . . . . . . . . . . . . . 61
12.4 Meetings and Majority Rule . . . . . . . . . . . . . 61
ARTICLE XIII
DISBURSEMENT OF FUNDS. . . . . . . . . . . . . . . . . . . . . 63
13.1 Payments From the Plan . . . . . . . . . . . . . . . 63
(vi)<PAGE>
<PAGE>
13.2 Nonresponsibility of Committee or Trustee . . . . . 63
ARTICLE XIV
COMPENSATION, EXPENSES AND TAXES . . . . . . . . . . . . . . . 64
14.1 Expenses . . . . . . . . . . . . . . . . . . . . . . 64
ARTICLE XV
POWERS OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . . 65
15.1 Purchase of Property. . . . . . . . . . . . . . . . 65
15.2 Sale, Exchange, Conveyance and Transfer of
Property . . . . . . . . . . . . . . . . . . . .. 65
15.3 Exercise of Owner's Rights. . . . . . . . . . . . . 65
15.4 Right to Borrow . . . . . . . . . . . . . . . . . . 65
15.5 Settlement of Claims and Debts. . . . . . . . . . . 65
15.6 Retention of Cash . . . . . . . . . . . . . . . . . 65
15.7 Retention of Property Acquired. . . . . . . . . . . 66
15.8 Maintaining Real Estate . . . . . . . . . . . . . . 66
15.9 Mortgage Powers . . . . . . . . . . . . . . . . . . 66
15.10 Registration of Investment. . . . . . . . . . . . . 66
15.11 Employment of Agents and Counsel. . . . . . . . . . 66
15.12 Execution of Instruments. . . . . . . . . . . . . . 66
15.13 Power To Do Any Necessary Act . . . . . . . . . . . 66
15.14 Investment in Real Property or Securities of
Employer . . . . . . . . . . . . . . . . . . . .. 66
15.15 General Investment Powers . . . . . . . . . . . . . 67
15.16 Power to Participate in Commingled Trust. . . . . . 67
15.17 Mutual Fund Authorization . . . . . . . . . . . . . 67
15.18 Effective Date of Trust Provisions. . . . . . . . . 68
ARTICLE XVI
MAINTENANCE OF RECORDS . . . . . . . . . . . . . . . . . . . . 69
16.1 Maintenance of Records. . . . . . . . . . . . . . . 69
ARTICLE XVII
REMOVAL, RESIGNATION AND APPOINTMENT OF
SUCCESSOR TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . 70
17.1 Successor Trustee . . . . . . . . . . . . . . . . . 70
ARTICLE XVIII
IMMUNITY OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . 71
18.1 Consultation with Counsel . . . . . . . . . . . . . 71
18.2 Trustee Not Liable in Administration of the Trust. 71
18.3 Actions Governed by Corporate Resolution. . . . . . 71
18.4 Certification of Employer . . . . . . . . . . . . . 71
18.5 Not Required to Participate in Litigation . . . . . 71
(vii)<PAGE>
<PAGE>
18.6 Standard of Trustee's Care for Participant
Investment Direction . . . . . . . . . . . . . . 72
18.7 Directions of Administrator . . . . . . . . . . . . 72
ARTICLE XIX
AMENDMENT, DISCONTINUANCE, TERMINATION AND MERGER. . . . . . . 73
19.1 Company Right to Amend, Modify, Suspend Or
Terminate the Plan. . . . . . . . . . . . . . . . 73
19.2 Participants' Protection if Plan is Terminated. . . 74
19.3 Merger. . . . . . . . . . . . . . . . . . . . . . . 74
ARTICLE XX
TOP HEAVY STATUS . . . . . . . . . . . . . . . . . . . . . . . 75
20.1 Top Heavy Plan Requirements . . . . . . . . . . . . 75
20.2 Determination of Top Heavy Status . . . . . . . . . 75
ARTICLE XXI
QUALIFIED DOMESTIC RELATIONS ORDERS. . . . . . . . . . . . . . 78
21.1 Qualified Domestic Relations Orders . . . . . . . . 78
21.2 Determination of Qualification of Domestic
Relations Order . . . . . . . . . . . . . . . . . 78
ARTICLE XXII
LOANS TO PARTICIPANTS. . . . . . . . . . . . . . . . . . . . . 80
22.1 Loan Application. . . . . . . . . . . . . . . . . . 80
22.2 Loan Approval.. . . . . . . . . . . . . . . . . . . 80
22.3 Amount of Loan. . . . . . . . . . . . . . . . . . . 80
22.4 Terms of Loan . . . . . . . . . . . . . . . . . . . 81
22.5 Enforcement.. . . . . . . . . . . . . . . . . . . . 82
22.6 Additional Rules. . . . . . . . . . . . . . . . . . 83
ARTICLE XXIII
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . 84
23.1 Non-Guarantee of Employment . . . . . . . . . . . . 84
23.2 Rights to Assets. . . . . . . . . . . . . . . . . . 84
23.3 Limitation of Liability . . . . . . . . . . . . . . 84
23.4 Governing Law . . . . . . . . . . . . . . . . . . . 84
23.5 Gender and Number . . . . . . . . . . . . . . . . . 84
23.6 Rollovers . . . . . . . . . . . . . . . . . . . . . 84
23.7 Direct Transfers. . . . . . . . . . . . . . . . . . 86
23.8 Direct Rollovers. . . . . . . . . . . . . . . . . . 86
23.9 Spendthrift Clause. . . . . . . . . . . . . . . . . 87
23.10 Annual Report of the Trustee. . . . . . . . . . . . 88
23.11 Audit . . . . . . . . . . . . . . . . . . . . . . . 88
23.12 No Prohibited Transactions. . . . . . . . . . . . . 89
23.13 Quorum. . . . . . . . . . . . . . . . . . . . . . . 89
(viii)<PAGE>
<PAGE>
23.14 Bonding . . . . . . . . . . . . . . . . . . . . . . 89
23.15 Preclusion of Cut-Backs . . . . . . . . . . . . . . 90
23.16 Severability. . . . . . . . . . . . . . . . . . . . 90
23.17 Titles and Headings . . . . . . . . . . . . . . . . 90
(ix)<PAGE>
<PAGE>
THIS AGREEMENT AND DECLARATION OF TRUST, entered into
effective as of January 1, 1989, except as otherwise indicated
herein, by and between WSFS Financial Corporation (hereinafter
referred to as the "Company" or "WSFS"), and Wilmington Trust
Company, hereinafter referred to as the "Trustee".
WHEREAS, the Wilmington Savings Fund Society, FSB originally
adopted a Profit Sharing Plan and Trust effective as of October
1, 1969 which was known as the Wilmington Savings Fund Society
Incentive Plan (the "Savings Plan"); and
WHEREAS, the Savings Plan was amended and restated effective
as of January 1, 1984 to become the Wilmington Savings Fund
Society Thrift Plan (the "Thrift Plan"), under which Employees
were required to make after-tax contributions; and
WHEREAS, the Plan was amended and restated to make all
changes to comply with the Tax Equity and Fiscal Responsibility
Act of 1982 ("TEFRA"), the Deficit Reduction Act of 1984
("DEFRA"), and the Retirement Equity Act of 1984 ("REA"); and
WHEREAS, a favorable determination letter was issued to the
Plan for TEFRA, DEFRA, and REA dated January 26, 1987; and
WHEREAS, the Thrift Plan was amended and restated effective
as of January 1, 1988, to permit employees to save for their
retirement by making pre-tax salary reductions contributions to
the Plan, as permitted under Section 401(k) of the Internal
Revenue Code (the "Code"); and
WHEREAS, on June 30, 1992 WSFS amended and restated the Plan
effective as of January 1, 1989 to make certain design changes to
the Plan, by execution of a new Plan document (the "1992 Plan");
and
WHEREAS, significant design changes were made to the Plan
effective as of July 1, 1993, while amending the Plan to comply
with certain tax changes; and
WHEREAS, several related companies participate in the Plan,
including Wilmington Savings Fund Society, FSB; WSFS Credit
Corporation (formerly Star States Leasing); Fidelity Federal
Savings and Loan; Community Credit Corporation and Star States
Financial Corporation Services (all of which may be referred to
as the "Related Companies"); and
WHEREAS, WSFS and all related companies have made all
changes with the best interests of their Employees in mind and
shall continue to make changes, as appropriate; and
WHEREAS, WSFS is required to amend and restate the Plan to
comply with the Tax Reform Act of 1986 ("TRA '86"), effective as
January 1, 1989, and to make other changes to comply with the
Unemployment Compensation Amendments of 1992 ("UCA") and the
Omnibus Budget Reconciliation Act of 1993 ("OBRA'93"); and
1<PAGE>
<PAGE>
WHEREAS, WSFS wishes to amend and restate the Plan in its
entirety to comply with TRA '86 and all subsequent tax
legislation, announcements and regulations; and
WHEREAS, WSFS also wishes to make certain additional design
changes effective as of January 1, 1995.
NOW, THEREFORE, the Plan is hereby amended and restated,
effective as of January 1, 1989, to comply with all provisions of
TRA '86, and all subsequent legislation, and shall be known as
the WSFS Financial Corporation 401(k) Savings & Retirement Plan
(the "401(k) Plan" or the "Plan"), with the terms and condition
as follows:
2<PAGE>
<PAGE>
ARTICLE I
DESIGNATION OF PLAN
AND PURPOSE
___________
This Plan shall be known as the WSFS Financial Corporation
401(k) Savings & Retirement Plan. The purpose of the Plan is to
provide retirement and other benefits for the Employees of WSFS
and any Related Employer or corporation which adopts the Plan
with the consent of WSFS. At no time shall any part of the
principal or income be used for or diverted to purposes other
than for the exclusive benefit of such Employees or their
beneficiaries, except as hereinafter provided.
3<PAGE>
<PAGE>
ARTICLE II
DEFINITIONS
___________
The following words and phrases as used herein shall have
the following meanings, unless a different meaning is plainly
required by the content:
2.1 "Account Balance" shall mean for each Participant, the
total credit balance to all of the Participant's Accounts under
the Plan at the date of reference. The Administrator shall
maintain, or cause to be maintained, separate sub-accounts for
each Participant in sufficient detail to identify the amount of
all contributions made under the Plan including, but not limited
to, Employee Savings Contributions, Matching Contributions,
Rollover Contributions, After-Tax Contributions, Discretionary
Base Contributions, Discretionary Supplemental Contributions,
Flex $ Contributions, and any other contributions provided under
any prior documents, as applicable.
2.2 "Actual Deferral Percentage" shall mean, for a
specified group of Employees for a given Plan Year, the average
of the ratios (calculated separately for each Employee in such
group) of:
(a) The sum of:
(1) such Employee's Employee Savings
Contributions for such Plan Year (for which purpose, only
Employee Savings Contributions set forth in Treas. Reg. Section
1.401(k)-1(b)(4) shall be counted for a given Plan Year), plus
(2) at the election of the Administrator, any
portion of the Employee's Matching Contributions required or
permitted to be taken into account under Section 401(k)(3)(D) of
the Code and the regulations issued thereunder (to the extent
100% vested when made to the Plan and subject to the same
withdrawal restrictions as Employee Savings Contributions); plus
(3) in the case of any Highly Compensated
Employee, his elective deferrals for the year under any other
qualified retirement plan maintained by the Employer or
any Affiliate; to
(b) The Employee's Compensation for such Plan Year
(whether or not the Employee was a Participant for the entire
Plan Year).
4<PAGE>
<PAGE>
2.3 "Administrator" shall mean WSFS which shall administer
the Plan in accordance with Article XII. The Administrator shall
be the Named Fiduciary for purposes of directing the Trustee, as
hereinafter provided.
2.4 "Affiliate" shall mean (a) any corporation which is a
member of a controlled group of corporations as defined in
Section 414(b) of the Code which includes the Employer; (b)any
trade or business, whether or not incorporated, which is under
common control with the Employer, as determined under Section
414(c) of the Code; (c) any organization which is a member of an
affiliated service group within the meaning of Section 414(m) of
the Code; and (d)any other entity required to be aggregated with
the Employer pursuant to the regulations under Section 414(o) of
the Code. "50% Affiliate" shall mean an Affiliate, but
determined with "more than 50%" substituted for the phrase "at
least 80%" in Section 1563(a) of the Code, when applying Sections
414(b) and (c) of the Code.
2.5 "After-Tax Contributions" shall mean the Employee
voluntary, after-tax contributions made to the Plan prior to
1988.
2.6 "After-Tax Contributions Account" shall mean for each
Participant or Former Participant, the account established for
the portion of his Account Balance attributable to After-Tax
Contributions.
2.7 "Anniversary Date" shall mean January 1 of each Plan
Year.
2.8 "Beneficiary" or "Beneficiaries" shall mean the
Participant's spouse if the Participant is married and his or her
spouse has not validly waived his or her right to be the Par-
ticipant's Beneficiary, or the person or persons designated as
provided in Section 8.1 to receive the share of a deceased
Participant's vested Account Balance. If the Participant has no
spouse and has failed to designate a beneficiary, such
Participant's Beneficiary shall be his estate. For purposes of
determining whether the Plan is a Top Heavy Plan, a Beneficiary
of a deceased Participant shall be considered as a Key Employee
or a Non-Key Employee, as the case may be.
5<PAGE>
<PAGE>
2.9 "Benefit Commencement Date" shall mean, for any
Participant or Beneficiary, the date as of which the first
benefit payment, including a single lump sum cash payment, is due
from a Participant's Account; provided, however, that the Benefit
Commencement Date applicable to any hardship distribution
withdrawn in accordance with Section 7.6 shall not be taken into
account in determining the Participant's Benefit Commencement
Date with respect to the remainder of his Account.
2.10 "Board" shall mean the Board of Directors or other
governing body of WSFS in office at any time of reference.
2.11 "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.
2.12 "Committee" shall mean the individuals appointed by
WSFS to supervise the administration of the Plan, as provided in
Article XII.
2.13 "Compensation" shall mean for any Plan Year or
Limitation Year, the gross wages reported on IRS Form W-2 for
taxable wages paid by WSFS, or any Related Company, to an
Employee after the Employee becomes a Participant in the Plan,
excluding any deferred compensation, any severance payments and
taxable and non-taxable fringe benefits (such as the imputed
income for group-term life insurance, split-dollar insurance
premiums and moving allowances), but including any salary
reduction contributions under this Plan or any other qualified
retirement plan maintained by WSFS, or any Related Company, and
any amounts elected to be contributed to any plan established
under Section 125 of the Code.
Effective as of January 1, 1995, for purposes of
making Employee Savings Contributions Compensation SHALL include
all wages paid to an Employee, after the Employee becomes a
Participant in the Plan, INCLUDING overtime, commission and
bonuses, but including and excluding all other items identified
in the preceding paragraph.
The Compensation of each Participant taken into
account under the Plan for any Plan Year shall not exceed
$200,000 as adjusted prior to 1994, or $150,000 as adjusted in or
after 1994, or any other amount as may be allowable under Section
401(a)(17) or any subsequent provision of the Code. In
determining the Compensation of a Participant for purposes of
this limitation, the Compensation of any Highly Compensated
Employee shall include the Compensation of any family member, as
defined in Section 414(q)(6) of the Code, who is the spouse of
the Participant or his child who has not attained age 19 before
the close of the Plan Year. If, as a result of the application
of such rules the adjusted $200,000 or $150,000 limitations
6<PAGE>
<PAGE>
are exceeded, then the limitation shall be prorated among the
affected individuals in proportion to each such individual's
Compensation, as determined under this Section 2.13, prior to the
application of this limitation.
In addition to other applicable limitations set forth
in the Plan, and notwithstanding any other provision of the Plan
to the contrary, for Plan Years beginning on or after January 1,
1994, the annual compensation of each employee taken into account
under the Plan shall not exceed the OBRA '93 annual compensation
limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living
in accordance with Section 401(a)(17)(B) of the Internal Revenue
Code. The cost-of-living adjustment in effect for a calendar
year applies to any period, not exceeding 12 months, over which
compensation is determined (determination period) beginning in
such calendar year. If a determination period consists of fewer
than 12 months, the OBRA '93 annual compensation limit will be
multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which
is 12.
For plan years beginning on or after January 1, 1994,
any reference in this Plan to the limitation under Section
401(a)(17) of the Code shall mean the OBRA '93 annual
compensation limit set forth in this provision.
If compensation for any prior determination period is
taken into account in determining an employee's benefits accruing
in the current plan year, the compensation for that prior
determination period is subject to the OBRA '93 annual
compensation limit in effect for that prior determination period.
For this purpose, for determination periods beginning before the
first day of the first plan year beginning on or after January 1,
1994, the OBRA '93 annual compensation limit is $150,000.
For purposes of determining the Actual Deferral
Percentages under Section 2.2 and the Contribution Percentage
under Section 2.14, Compensation shall include all taxable fringe
benefits and other items permitted to be taken into consideration
under the Code.
7<PAGE>
<PAGE>
The following operational rules apply for purposes of
determining Compensation:
(a) Mid-year wage increases automatically become
effective when such changes occur. Salary deferrals shall
automatically be adjusted if a percentage of Compensation is
elected to be contributed to the Plan.
(b) Compensation (i.e., Base Rate of Pay) for purposes
of the Base Contribution is determined as of the last day of each
calendar quarter.
(c) Compensation (i.e., Base Rate of Pay) for purposes
of the Supplemental Contribution is determined on each December
31st.
2.14 "Contribution Percentage" shall mean, for a specified
group of Employees for a given Plan Year, the average of the
ratios (calculated separately for each Employee within the
group) of:
(a) The sum of
(1) Such Employee's Matching Contributions for
the Plan Year (to the extent not included in such Employee's
Actual Deferral Percentage for such Plan Year); plus,
(2) At the election of the Administrator, any
portion of the Employee's Savings Contributions for the Plan Year
or elective deferrals under any other qualified retirement plan
maintained by the Employer or any Affiliate that may be
disregarded without causing this Plan to fail to satisfy the
requirements of Section 401(k)(3) of the Code and the regulations
issued thereunder; plus
(3) In the case of any Highly Compensated
Employee, any employee contributions and employer matching
contributions under any other qualified retirement plan
maintained by the Employer or any Affiliate; to
(b) The Employee's Compensation for such Plan Year
(whether or not the Employee was a Participant for the entire
Plan Year).
8<PAGE>
<PAGE>
2.15 "Date of Distribution" shall mean:
(a) In the event of Retirement or other termination of
employment not later than the 60th day after the close of the
Plan Year in which the latest of the following events occurs:
(1) The date on which the Participant attains the
Normal Retirement Age specified herein;
(2) The 10th anniversary of the year in which the
Participant commenced participation in the Plan; or
(3) The date the Participant terminates his
service with the Employer.
(b) Except as otherwise provided in Section 7.8 which
addresses the minimum distribution rules, payment under this Plan
shall commence no later than the Date of Distribution hereunder.
(c) In the event a Participant dies before he has
begun to receive any distributions of his interest under the
Plan, distribution of such deceased Participant's interest which
is payable to or for the benefit of a Beneficiary must be made
not later than 1 year after the date of the Participant's death
(or such later date as may be prescribed by Treasury
regulations). Except, however, in the event the Participant's
spouse is his Beneficiary, the requirement that distributions
commence within 1 year of a Participant's death shall not apply,
if his spouse elects in writing to defer such distribution. Such
distribution to the Participant's spouse, however, must commence
no later than the date on which the deceased Participant would
have attained age 70 1/2.
2.16 "Determination Date" shall mean (a) the last day of
the preceding Plan Year, or (b) in the case of the first Plan
Year, the last day of such Plan Year.
2.17 "Disability" shall mean the inability to perform the
responsibilities of the Employee's position which has lasted or
can reasonably be expected to last for a continuous
period of not less than 6 months. A Participant must furnish
medical evidence of the existence of such Disability to the
Administrator in the form and manner as the Administrator
requests and the Administrator shall determine if a Disability
exists with the advice of a physician.
9<PAGE>
<PAGE>
2.18 "Discretionary Base Contribution" shall mean the
discretionary contributions made to the Plan by WSFS and all
Related Companies pursuant to Section 4.5.
2.19 "Discretionary Base Contributions Account" shall mean,
for each Participant or Former Participant, the account
established to reflect the portion of his Account Balance
attributable to Discretionary Base Contributions, if any.
2.20 "Discretionary Supplemental Contribution" shall mean
the discretionary contributions made to the Plan by WSFS or any
Related Company pursuant to Section 4.5.
2.21 "Discretionary Supplemental Contributions Account"
shall mean, for each Participant or Former Participant, the
account established to reflect the portion of his Account Balance
attributable to Discretionary Supplemental Contributions, if any.
2.22 "Early Retirement Age/Date" shall mean the first day
of the month coinciding with or following the date a Participant
attains age 55 and has completed 5 years of service for purposes
or vesting.
2.23 "Effective Date" shall mean January 1, 1989, the
effective date of this amended and restated Plan, except as
indicated otherwise.
2.24 "Employee" shall mean (a) any person employed by WSFS
or an Affiliate; or (b) any individual who is a leased employee
with respect to whose services the Company or such Affiliate is
the recipient and to whom the safe harbor provisions of Section
414(n)(5) of the Code do not apply.
2.25 "Employee Savings Contribution" shall mean the
Company's contributions to the Plan that are made pursuant to the
Participant's deferral election provided in Section 4.2.
10<PAGE>
<PAGE>
2.26 "Employee Savings Contribution Account" shall mean,
for each Participant or Former Participant, the account
established for the portion of his Account Balance attributable
to Employee Savings Contributions.
2.27 "Employer" shall mean WSFS, and any other business
organization which succeeds to its business by way of merger,
consolidation or other reorganization, and any corporation or
other business entity, whether affiliated with, related to, or
not related to WSFS, which obtains approval of the Board of WSFS,
and by resolution of its own board of directors (or similar
governing body), adopts this Plan and Trust. From and after the
effective date of such adoption, such entity shall have become a
party to this Agreement, and shall for all purposes of this
Agreement be included within the meaning of the word "Employer".
2.28 "Entry Date" shall mean the date selected for
participation in the Plan following or coincident with the
completion of the eligibility requirements to be entitled to make
Employee Savings Contributions or to be entitled to receive
Discretionary Base, Discretionary Supplemental and Matching
Contributions, or any other contributions as in effect at various
times.
2.29 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.
2.30 "Fiduciary" shall mean a person (natural or otherwise)
who exercises any discretionary authority or discretionary
control respecting the management of the Plan; or who exercises
any authority or control respecting the management or disposition
of its assets; or who renders investment advice for a fee or
other compensation, direct or indirect, with respect to any
monies or other property of such Plan, or has any authority or
responsibility to do so.
2.31 "Fiscal Year" shall mean the 12 month period from
January 1 to December 31 of each year.
2.32 "Flex $" means the dollar amount made available by the
Employer to Employees participating in the Wilmington Savings
Fund Society Section 125 Cafeteria Plan, as restated December 31,
1988 (the "WSFS Section 125 Plan").
2.33 "Forfeiture" shall mean amounts allocated to a
Suspense Account to be held until such time as they may be
reallocated under the Plan in accordance with Sections 4.4, 4.5
and 7.3.
11<PAGE>
<PAGE>
2.34 "Former Participant" shall mean a person who has been
a Participant, but who has ceased to be a Participant for any
reason.
2.35 "415 Compensation" shall include and exclude the
following:
(a) It shall include the Participant's wages,
salaries, fees for professional service and other amounts for
personal services actually rendered in the course of employment
with an Employer maintaining the Plan (including, but not limited
to, commissions paid to salesmen, compensation for services on
the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses, and in the case of a Participant who
is an employee within the meaning of Section 401(c)(1) of the
Code and the regulations thereunder, the Participant's earned
income (as described in Section 401(c)(2) of the Code and the
regulations thereunder)) paid during the "Limitation Year."
(b) It shall exclude:
(1) Contributions made by the Employer to a plan
of deferred compensation to the extent that, before the
application of the Section 415 limitations to the Plan, the
contributions are not includible in the gross income of the
Employee for the taxable year in which contributed;
(2) Employer contributions made on behalf of an
Employee to a simplified employee pension plan described in
Section 408(k) of the Code to the extent such contributions are
deductible by the Employee under Section 219(a) of the Code;
(3) Any distributions from a plan of deferred
compensation regardless of whether such amounts are includible in
the gross income of the Employee when distributed except that any
amounts received by an Employee pursuant to an unfunded
non-qualified plan to the extent such amounts are includible in
the gross income of the Employee;
(4) Amounts realized from the exercise of a
non-qualified stock option or when restricted stock (or property)
held by an Employee either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture;
(5) Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock
option;
(6) Other amounts which receive special tax
benefits, such as premiums for group term life insurance (but
only to the extent that the premiums are not includible in the
gross income of the Employee); and
12<PAGE>
<PAGE>
(7) Any amounts included in a Participant's wages
which are attributable to automobile expenses or reimbursements
under the Employer's method of accounting.
2.36 "Highly Compensated Employee" shall mean an Employee
who during the current Plan Year or the immediately preceding
Plan Year is or was eligible to participate in the Plan and who:
(a) Was a 5 percent owner as defined in Section 416(i)
of the Code;
(b) Received more than $75,000, as indexed, in
compensation from the Employer or an Affiliate;
(c) Received more than $50,000, as indexed, in
compensation from the Employer or an Affiliate and was among the
top 20 percent of Employees ranked by pay (excluding Employees
described in Section 414(q)(8) of the Code to the extent (1)
permitted under the Code and regulations thereunder and (2)
elected by the Committee, for purposes of identifying the number
of Employees in the top 20 percent); or
(d) Was among the 50 officers of the Employer or an
Affiliate (or, if lesser, the greater of 3 or 10 percent of all
Employees, excluding Employees described in Section 414(q)(8) of
the Code, to the extent (1) permitted under the Code and
regulations thereunder and (2) elected by the Committee for
purposes of identifying the top 20 percent) who received
compensation of more than 50 percent of the dollar limit on
annual additions under Section 415(b)(1)(A) of the Code;
provided, however, that if no officer has satisfied the
compensation requirement described above during either the
current Plan Year or the immediately preceding Plan Year, the
highest paid officer for such year shall be treated as a Highly
Compensated Employee.
However, an Employee eligible to participate in the
Plan, other than a 5 percent owner, who was not a Highly
Compensated Employee in the preceding Plan Year, is a Highly
Compensated Employee for the current Plan Year only if he is
among the top 100 Employees of the Employer and all Affiliates
ranked by pay for the current Plan Year. In addition, the
compensation of any 5 percent owner or any other Highly
Compensated Employee who is one of the top 10 Employees ranked by
compensation for the year shall be increased by the amount of
compensation of any Employee who is a spouse or lineal ascendant
or descendant (or a spouse thereof) of such Highly Compensated
Employee and the family member shall not be considered a
separate eligible Employee. For purposes of this Section 2.32,
"compensation" shall have the meaning set forth in Section
415(c)(3) of the Code, but including amounts that would be
excluded from an Employee's gross income under a plan described
in Sections 125, 401(k) or 402(a)(8) of the Code.
For purposes of determining who are Highly Compensated
Employees, a former employee shall be treated as a Highly
13<PAGE>
<PAGE>
Compensated Employee if: (a) such employee was a Highly
Compensated Employee when he or she separated from service; or
(b) such employee was a Highly Compensated Employee at any time
after attaining age 55.
With respect to an Employee who separated from service
before January 1, 1987, such an Employee shall only be a Highly
Compensated Employee under the Plan if the Employee was a 5
percent owner or received compensation in excess of $50,000
during (1) the Employee's separation year (or the year preceding
such separation year); or (2) any year ending on or after such
Employee's 55th birthday (or the last year ending before such
Employee's 55th birthday).
2.37 "Hour of Service" shall mean each hour for which an
Employee is either directly or indirectly compensated, or
entitled to be compensated, by the Employer or an Affiliate for
performing duties for the Employer or an Affiliate during the
applicable computation period. It shall also include hours
during any period which no duties are performed due to an
Employer-approved paid vacation, holiday, disability, sick leave
or any other paid leave of absence or military duty. In
addition, Hour of Service shall include each hour for which back
pay is either awarded or agreed to by the Employer,
notwithstanding any mitigation of damages resulting therefrom.
An Hour of Service for back pay shall be credited to the Employee
during the year the service was performed. Hours of Service
shall be computed and credited in accordance with Section
2530.200b-2(b) of the Department of Labor Regulations, which
regulations are incorporated herein by reference.
2.38 "Key Employees" shall mean those Employees defined in
Section 416(i) of the Code and the Treasury regulations
thereunder. Generally, they shall include any Employee or
former Employee (and his Beneficiaries) who, at any time during
the Plan Year or any of the preceding four Plan Years, is:
(a) An officer of the Employer (as that term is
defined within the meaning of the regulations under Section 416
of the Code) having annual "415 Compensation" (as defined in
Section 2.31) greater than 50 percent of the amount in effect
under Section 415(b)(1)(A) of the Code for any such Plan Year.
For purposes of this paragraph (a), no more than 50 employees
(or, if lesser, the greater of 3 or 10 percent of the employees)
shall be treated as officers.
(b) One of the 10 Employees having 415 Compensation
greater than the amount in effect under Section 415(c)(1)(A) for
any such Plan Year and owning (or considered as owning within the
meaning of Section 318) the largest interests in all Employers
required to be aggregated under Sections 414(b), (c) and (m) of
the Code. In determining percentage ownership hereunder,
employers that would otherwise be aggregated under Sections
414(b), (c), and (m) of the Code shall be treated as separate
employers.
(c) A "5 percent owner" of the Employer. "Five
percent owner" means any Employee who owns (or is considered as
owning within the meaning of Section 318) more than
14<PAGE>
<PAGE>
5 percent of the outstanding stock of the Employer or stock
possessing more than 5 percent of the total combined voting power
of all stock of the Employer, or, in the case of an unincor-
porated business, any person who owns more than 5 percent of the
capital or profits interest in the Employer. In determining
percentage ownership hereunder, employers that would otherwise be
aggregated under Sections 414(b), (c), and (m) of the Code shall
be treated as separate employers.
(d) A "one percent owner" of the Employer having
annual "415 compensation" from the Employer of more than
$150,000. "One percent owner" means any person who owns (or is
considered as owning within the meaning of Section 318) more than
one percent of the outstanding stock of the Employer or stock
possessing more than one percent of the total combined voting
power of all stock of the Employer, or, in the case of an unin-
corporated business, any person who owns more than one percent of
the capital or profits interest in the Employer. In determining
percentage ownership hereunder, employers that would otherwise be
aggregated under Sections 414(b), (c), and (m) of the Code shall
be treated as separate employers. However, in determining whether
an individual has "415 compensation" of more than $150,000, "415
compensation" from each employer required to be aggregated under
Sections 414(b), (c), and (m) of the Code shall be taken into
account.
2.39 "Late Retirement Date" shall mean the actual date of
Retirement of a Participant who remains employed by an Employer
after attaining age 65. "Late Retirement Date" means the
Anniversary Date coinciding with or next following a
Participant's actual Retirement Date after having reached his
Normal Retirement Date.
2.40 "Limitation Year" shall be the same as the Plan Year,
unless another 12-consecutive month period is designated by WSFS.
2.41 "Matching Contributions" shall mean, for each
Participant for any Plan Year, the contributions made on his
behalf by WSFS, or any Related Company, under Section 4.4, if
any.
2.42 "Matching Contributions Account" shall mean, for each
Participant or Former Participant, the account established for
the portion of his Account Balance attributable to Matching
Contributions, if any.
2.43 "Named Appeals Fiduciary" shall mean the person or
persons named as such by the Board, or if no such person or
persons be named, the person or persons named as such by the
Administrator.
2.44 "Net Earnings" shall mean the current or accumulated
earnings and profits of WSFS for any taxable year ending with or
within the Plan Year as determined in accordance with WSFS's
general method of accounting. Notwithstanding the above,
contributions may be made to the Plan for any and all Plan Years
for which Net Earnings do not exist.
15<PAGE>
<PAGE>
2.45 "Non-Key Employee" shall mean any Employee who is not
a Key Employee.
2.46 "Normal Retirement Age" shall mean the later of the
date on which a Participant attains age 65, or the date such
participant is credited with 5 years of service under the Plan.
2.47 "One Year Break In Service" shall mean, for purposes
of Article III relating to eligibility to participate, and for
all other purposes, a Plan Year during which an Employee has
not completed more than 500 Hours of Service with the Employer.
An Employee shall not incur a One Year Break in Service for the
Plan Year in which he dies, retires, or suffers a Disability.
Furthermore, solely for the purpose of determining whether a
Participant has incurred a One Year Break in Service, Hours of
Service shall be recognized for "authorized leaves of absence"
and "maternity and paternity leaves of absence".
An "Authorized Leave of Absence" shall mean an
authorized leave of absence granted by the Employer in accordance
with reasonable standards and policies uniformly observed and
consistently applied and shall include, by way of illustration
and not limitation, leaves of absence granted because of illness
of the Employee or his family members (whether or not granted
under any state or federal family leave laws), vacations without
pay and pursuit of education or vocational study. Continuity of
employment, for purposes of eligibility and vesting shall not be
interrupted by a period of absence authorized by the Employer or
by service in the Armed Forces of the United States if the
Employee returns to work on the first regular working day
following the ending date of such absence, or in the case of such
military service, within the period prescribed by law; provided,
however, that in the event any Employee is continually on leave
of absence for a period of more than one year, a termination of
employment then shall be deemed to have occurred for all purposes
of the Plan on the one year anniversary of the commencement of
the leave of absence.
A "Maternity or Paternity Leave of Absence" shall mean
an absence from work for any period by reason of the Employee's
pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child,
or any absence for the purpose of caring for such child for a
period immediately following such birth or placement. For this
purpose, Hours of Service shall be credited for the Plan Year in
which the absence from work begins, only if credit therefor is
necessary to prevent the Employee from incurring a One Year Break
in Service, or, in the event such credit of Hours of Service is
not necessary for the Plan Year in which the absence from work
begins, in the immediately following Plan Year. The Hours of
Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for
such absence, or, in any case in which the Administrator is
unable to determine such hours normally credited, 8 Hours of
Service per day. The total Hours of Service required to be
credited for a "maternity or paternity leave of absence"
shall not exceed 501.
16<PAGE>
<PAGE>
In the event any Employee on an Authorized Leave of
Absence under any state or federal family leave laws, such
Employee will be treated as being employed on the last day of
any applicable Plan Year and will be entitled to Years of Service
for purposes of eligibility and vesting, in accordance with such
laws as promulgated by the Internal Revenue Service.
2.48 "Participant" shall mean an Employee who has
participated, and continues to participate, in the Plan in
accordance with Article III herein (until all benefits due the
Participant under the Plan are paid).
2.49 "Plan" shall mean the terms and provisions of the WSFS
Financial Corporation 401(k) Savings & Retirement Plan as herein
set forth, as the same may be amended from time to time.
2.50 "Plan Year" shall mean the period beginning on January
1 and ending on December 31 of each year.
17<PAGE>
<PAGE>
2.51 "Required Beginning Date" means, for any Participant:
(a) If he attained age 70-1/2 before January 1, 1988,
and is not a 5 percent owner (within the meaning of Section 416
of the Code) of the Employer, April 1 of the calendar year
following the later of the calendar year in which he has a
separation from service or the calendar year in which he attained
age 70-1/2;
(b) If he attained age 70-1/2 before January 1, 1988,
and is a 5 percent owner (within the meaning of Section 416 of
the Code) of the Employer, the later of December 31, 1987 or
April 1 of the calendar year following the calendar year in which
he attained age 70-1/2;
(c) If he attained age 70-1/2 before January 1, 1989
and after December 31, 1987, is not a 5 percent owner (within the
meaning of Section 416 of the Code) of the Employer and has not
had a separation from service before January 1, 1989, April 1,
1990; and
(d) If he attains age 70-1/2 on or after January 1,
1989, April 1 of the calendar year next following the calendar
year in which he attains age 70-1/2.
2.52 "Retirement" shall mean termination of employment
after a Participant has fulfilled all the requirements for a
benefit in accordance with the Plan. Retirement shall be
considered as commencing on the day immediately following a
Participant's last day of service.
2.53 "Rollover Contribution" shall mean, for any
Participant, a rollover contribution as provided in Section 23.6.
2.54 "Surviving Spouse" shall mean the survivor of a
deceased former Participant to whom such deceased former
Participant was legally married (as determined by the Committee)
on the date of the Participant's death.
18<PAGE>
<PAGE>
2.55 "Super Top Heavy Plan" means a plan described in
Subsection 20.2(b).
2.56 "Suspense Account" shall mean the account maintained
pursuant to Section 4.15(b) which shall have transferred to it
the total contributions representing excessive annual additions
as defined by Subsection 4.15(a) which cannot be allocated to
other Participants' Accounts pursuant to Subsection 4.15(b).
2.57 "Terminated Participant" shall mean a person who has
been a Participant, but whose employment has been terminated
other than by death, Disability or Retirement.
2.58 "Top Heavy Plan" shall mean a plan described in
Subsection 20.2(a).
2.59 "Top Heavy Plan Year" shall mean that, for a
particular Plan Year, the Plan is a Top Heavy Plan.
2.60 "Trust" shall mean the Trust established in Article X
of this Trust Agreement by the Employer to implement the
administration of the Plan according to the terms in this instru-
ment.
2.61 "Trustee" shall mean the entity or individuals
designated by WSFS to hold any Plan assets and to administer the
Trust in accordance with the terms hereof. The Trustee is
Wilmington Trust Company.
2.62 "Valuation Date" shall be the last day of each
calendar quarter, or more frequently if directed by the
Committee. If interim valuations are directed by the Committee,
all employees in similar circumstances must be treated alike.
2.63 "Year of Service" shall generally mean a consecutive
12 month computation period during which an Employee has
completed at least 1,000 Hours of Service.
For purposes of eligibility to receive all Employer
Contributions and to make Employee Savings Contributions, the
initial computation period shall be the consecutive 12 month
period beginning on an Employee's Employment Commencement Date.
Succeeding eligibility computation periods shall be based on the
Plan Year beginning with the Plan Year which includes the first
anniversary of the Employment Commencement Date, if the
eligibility requirements are not satisfied as of the anniversary
date of the Employee's date of hire.
For purposes of VESTING effective as of July 1, 1993,
a Year of Service shall be each Plan Year in which an Employee
completes 1,000 Hours of Service, regardless of an Employee's
employment at the end of any year. All an Employee's Years of
Service measured from the Employee's initial date of hire with
any Related Company will be taken into account for
19<PAGE>
<PAGE>
purposes of vesting.
For purposes of contributions a Year of Service is
generally each Plan Year in which 1,000 Hours of Service are
performed.
Years of Service for purposes of the service component
of the Discretionary Contribution formula includes all Plan Years
in which an Employee works 1,000 hours. If an individual is
employed or changes to full-time status on or before any July
1st, the individual shall be credited with a Year of Service for
Discretionary Base and Supplemental Contributions. If an
individual is employed or changes status on or after any July
2nd, no Year of Service shall be credited in such year for
purposes of the service component of any Discretionary
Contributions.
Years of Service with any Affiliate shall be
recognized for purposes of eligibility and vesting, but not
contributions, whether or not such entity is an adopting Employer
of the Plan.
If any Former Participant is reemployed after a
One-Year Break in Service has occurred, Years of Service for
vesting shall include Years of Service prior to the Participant's
One-Year Break in Service subject to the following rules:
(a) Rehired Former Participants with Nonforfeitable
Rights. If a Former Participant has any non-forfeitable vested
interest under the Plan in an Account Balance derived from
Employer contributions and has a One-Year Break in Service, his
pre-break and post-break service shall be used for computing
Years of Service for vesting purposes; and
(b) Rehired Former Participants without Nonforfeitable
Rights. Each Former Participant who does not have any
non-forfeitable vested interest under the Plan to an Account
Balance derived from Employer contributions shall lose credits
otherwise allowable under (a) above if his consecutive One-Year
Breaks in Service equal or exceed the greater of: (1) 5; or (2)
the aggregate number of his pre-break Years of Service.
(c) In the event any employee terminates employment
and is rehired during a Plan Year, such individual will receive a
Year of Service if 1,000 hours are completed in such
Plan Year.
20<PAGE>
<PAGE>
ARTICLE III
PARTICIPATION IN THE PLAN
_________________________
3.1 Rights Affected and Preservation of Account Balances.
Except as otherwise specifically provided, any Employee or former
Employee who is not a Participant on or after January 1, 1989,
shall have no rights as a result of this amended and restated
Plan. Any Employee or former Employee covered by the preceding
sentence shall have his rights and benefits determined solely
under the Plan as in effect before January 1, 1989, except as
otherwise required.
3.2 Eligibility Requirements.
(a) Any Employee who was a participant in the Plan on
December 31, 1988, the date immediately prior to the effective
date of this 1992 Plan, was eligible to participate in the Plan
on January 1, 1989, the effective date of the 1992 Plan.
(b) During the period from January 1, 1989 through
December, 31, 1989, any Employee who completed more than 76 Hours
of Service during any consecutive four-week period was eligible
to participate in the Plan on the date such Employee satisfied
this requirement, regardless of age.
(c) Effective as of January 1, 1990, any Employee who
completed 90 days of service was eligible to participate in the
Plan on the first day of the month following or coincident with
the completion of such requirement, regardless of age.
(d) Each Employee on the July 1, 1993, who was a
Participant in the 1992 Plan on June 30, 1993, automatically
continued to participate in all new provisions of the Plan which
became effective on July 1, 1993.
(e) Any Employee employed by WSFS of any Related
Company on or before June 30, 1993, who had not yet begun to
participate in the 1992 Plan, was eligible to participate in the
Plan on the first day of the month following the completion of 90
days of service, regardless of the number of hours the employee
worked or the Employee's age, assuming the Employee satisfied all
previous eligibility requirements under the terms of the 1992
Plan and was still employed on such date (or if not employed on
such date, as of the date of rehire had not incurred a 1-Year
Break in Service).
(f) Effective as of July 1, 1993, Employees were
eligible to participate in the Plan on the January 1 or July 1
coincident with or following the completion of one Year of
Service, in which the Employee worked 1,000 hours with WSFS, or
any Related Company, and
21<PAGE>
<PAGE>
attainment of age 21. Both full-time and part-time Employees who
satisfy the eligibility requirements participate in the Plan.
(g) Effective as of July 1, 1994, all employees
enter the Plan on the first day of the month following the
completion of a Year of Service and attainment of age 21,
including Employees previously subject to the January 1 and July
1 Entry Dates under Section 3.2(f).
(h) Notwithstanding any provision to the contrary, to
the extent any Employee is entitled to Flex $s under the WSFS
Section 125 Plan, and does not spend all available Flex $s
resulting in excess Flex $s, or cashes in any vacation days
creating Flex $s, such Employee shall be eligible to participate
in the Plan and to have such Flex $s contributed to the Plan as
provided in Section 4.6 of the Plan, regardless of any service or
age eligibility requirements.
(i) Employees shall be eligible to make Employee
Savings Contributions as described in Section 4.2, shall be
eligible to receive Matching Contributions as described in
Section 4.4 and shall be entitled to Discretionary Base and
Supplemental Contributions, or contributions under any prior
plan, upon satisfaction of all eligibility requirements.
(j) Notwithstanding any other provision herein, no
Employee who is covered by a collective bargaining agreement
shall be eligible to participate in the Plan unless such
agreement specifically provides for participation hereunder. Nor
shall any "Peak Timer" (scheduled to work less than 20 hours per
week), interns, temporary employees, leased employees or
nonresident aliens be eligible to participate in the Plan, except
as may otherwise be required to preserve the qualified status of
the Plan.
3.3 Determination of Eligibility. The Committee shall
determine the eligibility of each Employee for participation in
the Plan. Such determination shall be conclusive and binding
upon all persons, as long as the same is made in accordance with
this Plan and ERISA, and provided such determination shall be
subject to review in accordance with Section 9.2.
22<PAGE>
<PAGE>
3.4 Application Procedure. To become a Participant, an
eligible Employee must execute any required application form or
other forms required by the Employer, if any. Such Employee must
perform all acts required of him within 60 days of the date on
which he is notified of his eligibility. If he fails to perform
within the required time, he may become a Participant on the
Entry Date after he complies with the above conditions, unless
such actions are waived by the Committee in a uniform and
nondiscriminatory manner. The Committee, within its discretion,
may change the application procedures to permit the use of any
other reasonable procedures necessary to enroll any employees in
the Plan. In no event, however, shall any Employee participate
in the Plan prior to the execution of all necessary forms.
3.5 Election not to Participate or to Waive Contributions.
Notwithstanding Section 3.4, an Employee may, subject to the
approval of the Employer, elect voluntarily not to participate in
the Plan or to waive some or all of the contributions on his
behalf to the Plan. The election not to participate or to waive
some or all contributions must be communicated to the Employer,
in writing, no later than 30 days prior to the last day of the
Plan Year to which the election not to participate or waiver
relates. A Participant making this election shall have the right
to modify or revoke this election during a subsequent Plan Year.
The Committee shall not permit a Participant to waive
participation under the Plan if such waiver would cause the Plan
to fail the coverage requirements set forth in Section 410 of the
Code, or any other requirement necessary for the Plan to remain
qualified under Section 401 of the Code.
3.6 Former Employees. If an individual is not an Employee
on the date he would otherwise become a Participant under Section
3.2, he shall not then become a Participant, but may, subject to
Section 3.4, become a Participant on the day he again becomes an
Employee. If any Employee who had not met the eligibility
requirements specified in this Article prior to a separation from
service is reemployed, he shall be recredited with his prior
period of service, for eligibility purposes, and shall be
eligible to participate in the Plan on the Entry Date following
or coinciding with the fulfillment of such eligibility
requirements.
23<PAGE>
<PAGE>
ARTICLE IV
CONTRIBUTIONS
_____________
4.1 Employer's Contribution. For the Fiscal Year during
which the Plan is adopted and each Fiscal Year thereafter, the
Employer shall contribute to the Plan any or all of the following
contributions as adopted under the Plan:
(a) For Plan Years on or after January 1, 1988, the
amount of the total salary reduction elections of all
Participants made pursuant to Section 4.2, which amount shall be
deemed the Employer's Elective Deferral Contribution;
(b) Any Matching Contributions required in accordance
with Section 4.4; and
(c) Any Discretionary Base Contributions which are
declared in accordance with Section 4.5.; and
(d) Any Discretionary Supplemental Contributions which
are declared in accordance with Section 4.5; and
(e) Any other Discretionary Profit Sharing
Contributions which are declared in accordance with Section 4.5
prior to July 1, 1993; and
(f) Any Flex $ Contributions which are required in
accordance with Section 4.6; and
(g) Any Rollover Contributions which are effectuated
in accordance with Section 4.7; and
(h) Any After-Tax Contributions for any amounts which
were contributed to the Plan prior to January 1, 1988 in
accordance with the terms of any prior plan document, [and
after January 1, 1995; and
(i) Under the terms of the 1992 Plan, WSFS made, at
the end of each month, on behalf of each Participant, a Qualified
Non-Elective Contribution
24<PAGE>
<PAGE>
equal to 1% of each Participant's Compensation for that month, in
accordance with the terms of the 1992 Plan. The Employer's
Qualified Non-Elective Contributions was deemed an Employer's
Elective Contribution. For purposes of this Section, "Qualified
Non-Elective Contribution" means the Employer's contributions to
the Plan that are made pursuant to Section 4.1(b) and Section 4.6
of the 1992 Plan. Such contributions shall be considered an
Elective Contribution for the purposes of the Plan and used to
satisfy the "Actual Deferral Percentage" tests. In addition, the
Employer's contributions to the Plan that are made pursuant to
Section 4.8(g) of the 1992 Plan which were used to satisfy the
"Actual Contribution Percentage" tests shall be considered
Qualified Non-Elective Contributions and be subject to the
provisions of Section 4.2(b) and 4.2(c) of the 1992 Plan.
All Employer contributions shall be made to the Plan
in accordance with the provisions of Section 4.10.
All Employer contributions shall be made in cash or
WSFS stock, as determined by the Board.
The Employer may determine that any Employer
Contributions, including the Matching Contribution or any
Discretionary Contribution may be paid to the Plan in cash, which
shall be used to purchase Employer Stock from either the open
market or from the Employer, within the discretion of the Plan
Administrator, in accordance with Section 408(e) of ERISA and
Department of Labor Regulation Section 2550.408(e). However, no
contributions shall be paid to the Plan in WSFS stock to the
extent necessary to satisfy any "fixed" obligation to the Plan.
Nevertheless, any Discretionary Contributions may be paid in
stock, to the extent no "fixed" obligations previously existed.
4.2 Employee's Savings Contribution. Under an election
procedure established by the Administrator and in accordance with
Section 3.4, each Employee eligible to participate in the Plan
may direct the Employer to make Employee Savings Contributions on
his behalf. Subject to Sections 4.8, 4.12 and 4.14, the amount of
Employee Savings Contributions may be any whole percentage of the
Participant's Compensation, from a minimum of 1% up to a maximum
of 10%, for each pay period to which the election applies.
Effective as of January 1, 1995, Participants may elect to
contribute up to 15% of Compensation to the Plan.
Each Participant shall authorize the Employer to
reduce his cash remuneration for each pay period by the amount of
his total Employee Savings Contributions to the Plan for such
period. During such period, the Employer shall contribute to the
Trust for credit to the Employee Savings Contributions Account of
each Participant who authorizes Employee Savings Contributions on
his behalf an amount equal to such Participant's Compensation for
such period multiplied by the percentage authorized by the
Participant. A Participant's election to have the Employer make
Employee Savings Contributions on his behalf shall remain in
effect until the earliest of the date he ceases to be a
Participant, the date the election is changed or suspended in
accordance with Section 4.3 or the date the election is limited
in accordance with Sections 4.8 or 4.12.
4.3 Change in Employee Savings Contributions. As of the
first day of any month a Participant may direct that the rate of
Employee Savings Contributions on his behalf be changed
to a higher or lower percentage permitted by Section 4.2, by
filing with the Administrator a written notice directing such
change no later than 15 days before the effective date of the
change.
25<PAGE>
<PAGE>
In addition, a Participant may, at any time, direct that Employee
Savings Contributions on his behalf be discontinued by filing
with the Administrator a written notice directing such change at
least 7 days prior to the payroll period in which such election
is to be effective. A Participant who has directed that Employee
Savings Contributions be discontinued may not direct that
Employee Savings Contributions be resumed before the next Entry
Date for Plan participation after written notice is again
submitted to the Administrator. Changes may be permitted on a
more frequent basis if administratively feasible, and
consistently applied to all
employees.
4.4 Matching Contributions. Subject to the limitations of
Sections 4.12, 4.13 and 4.14, the Employer shall contribute to
the Trust for each Plan Year an amount equal to the following:
(a) Effective for contributions made for the period
beginning as of July 1, 1997, 100% of each Participant's Employee
Savings Contributions made on or after July 1, 1997, not in
excess of 5% of Compensation. Participants shall be entitled to
the Matching Contribution regardless of the number of hours being
worked, as long as the Participant is eligible to participate in
the Plan and continues to make Employee Salary Reduction
Contributions.
(b) All Matching Contributions which are forfeited
pursuant to Section 7.3, shall (except to the extent applied
under Section 7.4) be used to reduce future Employer Matching
Contributions.
(c) The amount of Matching Contributions and the level
of Employee Savings Contributions to be matched for each Plan
year may be discontinued or changed by the Board, within its sole
discretion at any time, effective as of the first day of any
calendar quarter after announcing the change.
(d) All Matching Contribution shall be invested in
WSFS stock, unless determined otherwise by WSFS, within its
discretion.
4.5 Discretionary Profit Sharing Contributions.
(a) The Employer shall contribute to the Trust for
each Plan Year such amount as the Board, in its sole discretion,
shall determine; provided, however, that the contribution for any
Plan Year shall not cause the total contributions by the Employer
to exceed the maximum allowable current deduction under the
applicable provisions of the Code. Such contributions shall be
allocated to the Discretionary Base and Discretionary
Supplemental Contribution Accounts of Participants as provided
below.
26<PAGE>
<PAGE>
(b) Effective as of July 1, 1993 WSFS and all Related
Companies may make both Discretionary Base and Supplemental
Contributions to the Plan, upon the recommendation of WSFS, and
as approved within the discretion of the Board of Directors of
WSFS. Both Discretionary Base and Supplemental Contributions
shall be made within the discretion of the Board, based upon the
financial performance of WSFS for each calendar quarter and for
each Plan Year. If made, Discretionary Base and/or Supplemental
Contributions will be placed in separate Discretionary Base and
Supplemental Contribution Accounts which will be established
for each eligible Participant. An Employee's Entry Date into the
Plan for purposes of receiving an allocation of any Discretionary
Contributions is the same day as the Employee is eligible to
make Employee Savings Contributions.
Participants are entitled to participate in the
Discretionary Base and Supplemental Contribution, even if they do
not elect to make Employee Savings Contributions, in accordance
with the rules described below:
(1) Base Contributions. Participants shall be
entitled to a Base Contribution in each calendar quarter in which
the Board approves such contributions, based upon the performance
of WSFS. A Participant must be employed on the last day of each
quarter to receive a Base Contribution. No specific hours need
to be performed for a Participant to receive a Base Contribution
once an individual begins to participate in the Plan.
(2) Supplemental Contribution. A Participant
shall be entitled to a Supplemental Contribution at the end of
each Plan Year in which the Board approves such contributions,
based upon the performance of WSFS. A Participant must work
1,000 hours in each Plan Year and be employed on the last day of
each Plan Year to receive a Supplemental Contribution.
For purposes of both Base Contributions and
Supplemental Contributions, Participants not employed on the last
day of any calendar quarter or Plan year will not be entitled
to share in any discretionary contributions, unless they retire,
die, or become Disabled in such calendar quarter or Plan Year.
(c) Effective as of July 1, 1993, WSFS's Discretionary
Base and Discretionary Supplemental Contributions actually made
shall be "allocated" or divided among Participants
27<PAGE>
<PAGE>
eligible to share in such contributions for each calendar quarter
or for any Plan Year. A Participant's share of WSFS's
Discretionary Contributions shall be the percentage equal to the
Participant's total points divided by the total points of all
Participants. The Participant shall receive .009324459235 points
for each full $1 of Compensation (i.e., Base Rate of Pay) the
Participant receives following the Participant's entry into the
Plan, plus 60.1331115 points for each Year of Service the
Participant has worked for WSFS or any Related Company. This
method of allocating contributions is referred to as a "Points
Allocation Formula" which takes into consideration both
Compensation and Years of Service in allocating contributions.
For purposes of this allocation formula,
Compensation for Discretionary Base Contributions is determined
as of the last day of each calendar quarter; and Base Rate of
Pay for any Discretionary Supplemental Contributions is
determined as of each December 31st. Furthermore, Years of
Service shall include all Plan Years with WSFS and all Related
Companies in which a Participant works 1,000 hours. For purposes
of determining Years of Service in a Participant's initial year
of full-time employment the Participant shall be credited with
one Year of Service for purposes of all allocations if the
Participant is hired on or before any July 1st. If the
Participant is hired on or after July 2nd, the Participant shall
not receive credit for a Year of Service until the first Plan
Year in which a Participant works 1,000 hours.
(d) All forfeited amounts attributable to
Discretionary Base or Supplemental Contributions made in
accordance with Section 4.5 shall, (subject to Section 7.4) be
used to reduce future Matching Contributions.
(e) Prior to July 1, 1993, any Discretionary
Contributions were allocated to each Participant's Account in the
same proportion that each such Participant's Compensation for
the year represented when compared to the total Compensation of
all Participants.
4.6 Flex $ Contributions. The WSFS Section 125 Cafeteria
Plan provides Employees with Flex $ to use to purchase medical
and certain other non-taxable benefits. If an Employee does not
spend the entire credit WSFS provides on non-taxable benefits, or
"cashes in" any vacation day, excess credits are automatically
transferred to a separate Flex $ Contribution Account in the
Plan. Employees with excess Flex $ shall participate in the
Plan, even if they have not satisfied the applicable eligibility
requirements in effect.
4.7 Rollover Contributions. In its sole discretion, the
Administrator may authorize the Plan to accept Rollover
Contributions of cash from any employee, whether or not the
28<PAGE>
<PAGE>
Employee is eligible to participate in the Plan, or a Direct
Rollover Contribution of an eligible rollover distribution (as
defined in Section 23.8(a)) from another qualified plan. Such
funds shall be accounted for in accordance with the provisions of
Section 23.6 hereof. The Employee shall at all times have a 100%
nonforfeitable interest in any Rollover or Direct Rollover
Contribution.
4.8 Calendar Year Limitation on Employee Savings
Contribution Election. For any calendar year, the Employee
Savings Contributions allocated on behalf of a Participant under
this and any other qualified retirement plan which permits
Employee pre-tax contributions shall not exceed $7,000, or such
other amount as may be permitted under Section 402(g) of the
Code. To the extent necessary to satisfy this limitation for any
year:
(a) Elections under this section shall be
prospectively restricted; and
(b) After application of Subsection (a), the excess
Employee Savings Contributions (with earnings thereon, but
reduced by any amounts previously distributed) shall be paid to
the Participant on or before the April 15th following the end of
the calendar year.
If the Employee Savings Contributions plus the
elective deferrals (as defined in Section 402(g)(3) of the Code
and Treas. Reg. Section 1.402(g)-1(b)) under any other plan for
any Participant exceed such limitation for any calendar year,
upon the written request of the Participant made on or before the
March 1 first following such calendar year, the excess, including
any earnings attributable thereto, shall be paid to the
Participant on or before April 15 first following such calendar
year.
4.9 Employer Contribution Limitation. In no event shall
contributions be made in excess of the amount deductible under
Section 404(a) of the Code or any equivalent section of any
federal law now or hereafter in effect, subject, however, to any
Top Heavy contributions required under Section 5.2.
4.10 Contributions Not Limited to Net Earnings. Employer
contributions may be made to the Plan whether or not any Net
Earnings shall exist.
4.11 Timing of Contributions. The amount of the Employer's
contribution to the Plan for each year shall be paid to the
Trustee either in a single payment or in installments, not later
than the last day of the period provided for the payment of a
deductible contribution (including extensions thereof) for such
Plan Year under the Code. Notwithstanding the above, all
contributions attributable to Employee Savings Contributions
shall be paid to the Trustee as soon as is reasonably possible
after the reduction of all Participants' salaries on account of
such contributions.
29<PAGE>
<PAGE>
4.12 Limitation on Employee Savings and Matching
Contributions.
(a) For any Plan Year, the Actual Deferral Percentage
for the Highly Compensated Employees who are eligible to
participate in the Plan shall not exceed the greater of:
(1) 125 percent of the Actual Deferral Percentage
for all other eligible Employees who are eligible to participate
in the Plan; or
(2) the lesser of:
(A) 200 percent of the Actual Deferral
Percentage for all other Employees who are eligible to
participate in the Plan; or
(B) 2 percent plus the Actual Deferral
Percentage for all other Employees who are eligible to
participate in the Plan.
(b) For any Plan Year, the Contribution Percentage for
the Highly Compensated Employees who are eligible to participate
in the Plan shall not exceed the greater of:
(1) 125 percent of the Contribution Percentage
for all other Employees who are eligible to participate in the
Plan; or
(2) the lesser of:
(A) 200 percent of the Contribution
Percentage for all other Employees who are eligible to
participate in the Plan; or
(B) 2 percent plus the Contribution
Percentage for all other Employees who are eligible to
participate in the Plan.
(c) For any Plan Year beginning after December 31,
1988, the sum of the Actual Deferral Percentage and the
Contribution Percentage for the Highly Compensated Employees who
are eligible to participate in the Plan shall not exceed the
greater of:
(1) The sum of:
(A) 125 percent of the greater of the Actual
Deferral Percentage or the Contribution Percentage for all other
Employees; plus
(B) the lesser of:
30<PAGE>
<PAGE>
(1) 2 percent plus the lesser of the
Actual Deferral Percentage or the Contribution Percentage for all
other Employees; or
(2) 200 percent of the lesser of the
Actual Deferral Percentage or the Contribution Percentage for all
other Employees; or
(2) The sum of:
(A) 125 percent of the lesser of the Actual
Deferral Percentage or the Contribution Percentage for all other
employees; plus
(B) the lesser of:
(1) 2 percent plus the greater of the
Actual Deferral Percentage or the Contribution Percentage for all
Employees; or
(2) 200 percent of the greater of the
Actual Deferral Percentage or Contribution Percentage.
(d) For purposes of this Section 4.12, the Employee
Savings Contribution and Matching Contributions, respectively, of
any 5 percent owner or other Highly Compensated Employee who is
one of the top 10 Employees ranked by pay (without regard to this
sentence) for the Plan Year or the preceding Plan Year shall be
increased by the amount of the Employee Savings Contributions and
Matching Contributions, respectively of an Employee who is a
spouse or lineal ascendant or descendant (or a spouse thereof)
("family member") of such Highly Compensated Employee, and the
Compensation of the former shall be increased by the Compensation
of the latter, and such family member shall not be treated as a
separate Employee for purposes of applying this Section. The
application of this Subsection (d) and the determination of the
Actual Deferral Percentage and Contribution Percentage of such
single Highly Compensated Employee shall be made in accordance
with Sections 414(q), 401(k) and 401(m) of the Code.
(e) If the Plan and any other plan(s) maintained by
the Employer and its Affiliates are treated as a single plan, as
provided under Treas. Reg. Section 1.401(k)-1(b)(3), for purposes
of Section 401(a)(4) or Section 410(b) of the Code (other than
Section 410(b)(2)(A)(ii) of the Code), the limitations in
Subsections (a) through (d) of this Section shall be applied by
treating the Plan and such other plan(s) as a single plan.
Effective for Plan Years beginning after December 31, 1989, a
plan may not be aggregated with another plan having a different
plan year.
(f) The Actual Deferral Percentage for any Participant
who is a Highly Compensated Employee for the Plan Year and who is
eligible to have Employee Savings Contributions made on his
behalf under 2 or more qualified retirement plans that are
maintained by the Employer and any Affiliate (excluding plans
that are not permitted to be aggregated under
31<PAGE>
<PAGE>
Treas. Reg. Section 1.401(k)-1(b)(3)(ii)(B)) shall be determined
as if such Employee Savings Contributions were made under a
single arrangement.
(g) The application of this Section shall satisfy
Sections 401(k) and 401(m) of the Code and regulations thereunder
and such other requirements as may be prescribed by the Secretary
of the Treasury.
4.13 Prevention of Violation of Limitation on Employee
Savings Contributions and Matching Contributions. The
Administrator shall monitor the level of Participants' Employee
Savings Contributions and Matching Contributions and elective
deferrals, employee contributions, and employer matching
contributions under any other qualified retirement plan
maintained by the Employer and any Affiliate to insure against
exceeding the limits of Section 4.11. If the Administrator
determines that the limits of Section 4.11 have been exceeded, it
shall take the appropriate following actions for such Plan Year:
(a) (1) The Actual Deferral Percentage for Highly
Compensated Eligible Employees shall be reduced to the extent
necessary to satisfy Section 4.12(a).
(2) The reduction shall be accomplished by
reducing the maximum Actual Deferral Percentage for any Highly
Compensated Employee to an adjusted maximum Actual Deferral
Percentage which shall be the highest if each Highly Compensated
Eligible Employee with a high Actual Deferral Percentage had
instead the adjusted maximum Actual Deferral Percentage, reducing
the Highly Compensated Employees' Employee Savings Contributions
and elective deferrals under any other qualified retirement plan
maintained by the Employer or any Affiliate (less any amounts
previously distributed under Section 4.8 for the year) in order,
beginning with the Highly Compensated Employee(s) with the
highest Actual Deferral Percentage, until Section 4.12(a) is
satisfied; provided, however, that excess contribution shall be
allocated to eligible Employee who are subject to the family
member aggregation rules of Section 414(q)(6) of the Code in the
manner prescribed by regulations.
(3) (A) To the extent practicable, the
Administrator shall prospectively limit a Highly Compensated
Employee's Employee Savings Contributions to reduce his Actual
Deferral Percentage to the extent necessary to satisfy Section
4.12(a).
(B) In addition, not later than 2-1/2 months
after the close of the Plan Year (but in no event later than 12
months after the end of the Plan Year) for which such
contributions were made, the remaining difference between a
Highly Compensated Employee's Actual Deferral Percentage and the
Highly Compensated Employee's maximum permissible Actual Deferral
Percentage, shall be paid to the Highly Compensated Employee,
with earnings attributable thereto.
32<PAGE>
<PAGE>
(4) Determination of Income or Loss. The income
or loss allocable to excess contributions attributable to
Employee Savings Contributions and/or Matching Contributions
shall be determined by multiplying the income or loss allocable
to the Participant's Employee Savings and/or Matching
Contributions (taking into consideration realized or unrealized
appreciation (depreciation) on the sale of assets attributable to
such income or loss), as applicable, for the Participant's
taxable year calculated for such taxable year and for the period
from the end of such taxable year to the date of distribution by
a fraction. The numerator of the fraction is such Participant's
excess Employee Savings Contributions and/or Matching
Contributions, as applicable, for such taxable year, and the
denominator is the sum of (i) the total of the Participant's
Account Balance attributable to Employee Savings Contributions
and/or Matching Contributions, as applicable, as of the beginning
of the taxable year, plus (ii) the Participant's Employee Savings
Contributions and/or Matching Contributions, as applicable for
the taxable year and for the period from the end of the year
until the date of distribution.
(b) (1) The Contribution Percentage for the Highly
Compensated Employees shall be reduced to the extent necessary to
satisfy at least one of the tests in Section 4.12(b).
(2) The reduction shall be accomplished by
reducing the maximum Contribution Percentage for any Highly
Compensated Employee to an adjusted maximum Contribution
Percentage, which shall be the highest Contribution Percentage
that would cause one of the tests in Section 4.12(b) to be
satisfied, if each Highly Compensated Employee with a higher
Contribution Percentage had instead the adjusted maximum
Contribution Percentage, reducing, in the following order of
priority, the Highly Compensated Employees' Matching
Contributions and employee contributions and employer matching
contributions under any other qualified retirement plan
maintained by the Employer or an Affiliate, in order beginning
with the Highly Compensated Employee(s) with the highest
Contribution Percentage; provided, however, that excess
contributions shall be allocated to eligible Employees who are
subject to the family member aggregation rules of Section
414(q)(6) of the Code in the manner prescribed in regulations.
33<PAGE>
<PAGE>
(3) In addition, not later than 2-1/2 months
after the close of the Plan Year for which such contributions
were made, the remaining difference between a Highly Compensated
Employee's Contribution Percentage and the Highly Compensated
Employee's adjusted maximum Contribution Percentage, with
earnings attributable thereto, at the Administrator's direction,
shall be treated as a forfeiture of the Highly Compensated
Employee's Matching Contributions for the Plan Year to the extent
such contributions are forfeitable (which forfeiture shall be
used to reduce future Matching Contributions), or paid to the
Highly Compensated Employee to the extent such contributions are
nonforfeitable; provided, however, that, for any Participant who
is also a participant in any other qualified retirement plan
maintained by the Employer or any Affiliate under which the
Participant makes employee contributions or is credited with
employer matching contributions for the year, the Administrator
shall coordinate corrective actions under this Plan and such
other plan for the year.
(c) The Administrator shall also take all appropriate
steps in order to meet the multiple use of alternative test
contained in Section 4.12(c).
4.14 Maximum Annual Additions. The provisions of this
Section shall be construed to comply with Section 415 of the
Code.
(a) Notwithstanding the foregoing, the maximum "annual
additions" credited to a Participant's Accounts for any
Limitation Year shall not exceed the lesser of: (1) $30,000 (or
such other amount as shall be permitted for qualified defined
contribution plans under Section 415(c)(1)(A) of the Code); or
(2) 25 percent of the Participant's "415 Compensation" for such
Limitation Year.
(b) For purposes of applying the limitations of
Section 415 of the Code, "annual additions" means the sum,
determined for all qualified defined contribution plans of the
Employer or any 50% Affiliate, credited to a Participant's
accounts for any Limitation Year of (1) Matching Contributions,
Employee Savings Contributions and other Employer contributions;
(2) employee contributions; (3) forfeitures; (4) amounts
allocated, after March 31, 1984, to an individual medical
account, as defined in Section 415(l)(2) of the Code, which is
part of a defined benefit plan maintained by the Employer or any
50% Affiliate; and (5) amounts derived from contributions paid or
accrued after December 31, 1985, in taxable years ending after
such date, which are attributable to post-retirement medical
benefits allocated to the separate account of a Key Employee
under a welfare benefit plan (as defined in Section 419(e) of the
Code) maintained by the Employer or any 50% Affiliate.
(c) For purposes of applying the limitations of
Section 415 of the Code, the following are not "annual
additions": (1) transfer of funds from one qualified plan to
another; (2) rollover contributions (as defined in Sections
402(a)(5), 403(a)(4), and 408(d)(3) of the Code);
(3) repayments of loans made to a Participant from the Plan; (4)
repayments of distributions received by an Employee pursuant to
Section 411(a)(7)(B) of the Code; (5) repayments of
distributions received by an Employee pursuant to Section
411(a)(3)(D) of the Code; and (6) Employer
34<PAGE>
<PAGE>
contributions made on behalf of an Employee to a simplified
employee pension plan described in Code Section 408(k) of the
Code to the extent such contributions are deductible under
Section 219(a) of the Code.
(d) The limitation stated in paragraph (a)(1) above
may be adjusted annually as provided in Section 415(d) of the
Code pursuant to the regulations prescribed by the Secretary
of the Treasury. The adjusted limitation is effective as of
January 1st of each calendar year and is applicable to Limitation
Years ending with or within that calendar year.
(e) All qualified defined contribution plans
maintained by the Employer will be treated as one defined
contribution plan.
(f) If a Participant participates in more than one
defined contribution plan maintained by the Employer which have
different Plan Years, the maximum "annual additions" under this
Plan shall equal the maximum "annual additions" for the
Limitation Year minus any "annual additions" previously credited
to such Participant's accounts during the Limitation Year.
4.15 Adjustment for Excessive Annual Additions.
(a) If, as a result of the allocation of forfeitures,
a reasonable error in estimating a participant's Compensation, a
reasonable error in determining the amount of Employee Savings
Contributions that may be made with respect to any Participant
under the Section 415 limitations or under such other
circumstances as the Internal Revenue Service may prescribe, the
sum of all Employee Savings, Matching, and other Employer
contributions; forfeitures and voluntary after-tax employee
contributions, if any, allocated in any Limitation Year to any
Participant (prior to any distributions pursuant to Section 4.13)
would cause the "annual additions" under this Plan and any other
defined contribution plans maintained by the Employer and any
Affiliate on behalf of a Participant to exceed the applicable
Section 415 limitations, the Participant's annual additions shall
be reduced as of any allocation date (the last day of the Plan
Year) by proportionately reducing Employer contributions under
this Plan and under any other plan maintained by the Employer,
Forfeitures (if any), and any Employee contributions to be
allocated under this Plan on behalf of such Participant in
accordance with Subsection 4.14(b) below.
(b) If as a result of Sections 4.14(a) and 4.15(a) the
allocation of additions is reduced, such reduction shall be made
in the following order and manner provided such reductions are
made in accordance with Section 415 of the Code and the
regulations thereunder:
(1) If the Participant is also a participant in
any other qualified plan maintained by the Employer, such
participant's annual additions shall first be reduced in
accordance with the terms of such plan.
(2) Any voluntary after-tax contributions (plus
earnings attributable thereto), to the extent they would reduce
the annual to the maximum permitted amount, shall be
35<PAGE>
<PAGE>
returned to the Participant.
(3) Any Employee Savings Contributions (adjusted
for investment performance, if ascertainable) to the extent they
would reduce annual additions to the maximum permitted amount,
shall be distributed to the Participant.
(4) Any Matching Contributions, to the extent
they would reduce annual additions to the maximum permitted
amounts, shall be treated as a Matching Contribution for the year
and used to reduce the amount of Matching Contributions actually
made for such year and each succeeding year, if necessary.
(5) Any Discretionary Base, Supplemental [or
other] Profit Sharing Contributions, to the extent they would
reduce annual additions to the maximum permitted amounts, shall
be treated as an additional Discretionary Profit Sharing
Contribution for the year such reduction would occur and be
reallocated to Participants as of the last day of such year, if
necessary.
(c) If, in any Limitation Year, a Participant
participates in one or more defined benefit plans sponsored by
the Employer or any 50% Affiliate, the annual additions of the
Participant under the Plan shall not be reduced unless the annual
benefit under the defined benefit plan(s) is not reduced to the
extent necessary to meet the combined plan limits of Section
415(e) of the Code.
4.16 Multiple Plan Reduction.
(a) Subject to the exception in subsection 4.16(f)
below, if an Employee is (or has been) a Participant in one or
more defined benefit plans and one or more defined contribution
plans maintained by the Employer or a 50% Affiliate, the sum of
the defined benefit plan fraction and the defined contribution
plan fraction for any Limitation Year may not exceed 1.0.
(b) The defined contribution plan fraction for any
Limitation Year is a fraction (A) the numerator of which is the
sum of the "annual additions" to the Participant's Accounts
under all defined contribution plans sponsored by the Employer or
any 50% Affiliate for all Limitation Years and (B) the
denominator of which is the sum of the lesser of the following
amounts determined for such Limitation Year and each prior
Limitation Year of service with the Employer and any 50%
Affiliates: (1) the product of 1.25 multiplied by the dollar
limitation in effect under Section 415(c)(1)(A) of the Code for
such Limitation Year (determined without regard to Section
415(c)(6)); or (2) the product of 1.4 multiplied by the amount
which may be taken into
36<PAGE>
<PAGE>
account under Section 415(c)(1)(B) (or Section 415(c)(7), if
applicable) for such Limitation Year.
(c) (1) The defined benefit plan fraction for any
Limitation Year is a fraction (A) the numerator of which is the
"projected annual benefit" of the Participant under all
such defined benefit plans (determined as of the close of the
Limitation Year), and (B) the denominator of which is the lesser
of: (1) the product of 1.25 multiplied by the maximum dollar
limitation provided under Section 415(b)(1)(A) for such
Limitation Year, or (2) 35 percent of the Participant's
Compensation for such Limitation Year.
(2) For purposes of applying the limitations of
Section 415, the "projected annual benefit" for any Participant
means the annual benefit to which a Participant would be entitled
under the terms of a defined benefit plan if he had continued
employment until his normal retirement date under such plan and
if his compensation counted for the purpose of such plan had
continued at the same rate in accordance with Treas. Reg. Section
1.415-7(b)(3).
(d) Notwithstanding the foregoing, for any Limitation
Year in which the Plan is a Top Heavy Plan, 1.0 shall be
substituted for 1.25 in paragraph (b)(1) and (c)(1) unless the
extra minimum allocation is being provided pursuant to Section
5.2. However, for any Limitation Year in which the Plan is a
Super Top Heavy Plan, 1.0 shall be substituted for 1.25 in any
event.
(e) If the sum of the defined benefit plan fraction
and the defined contribution plan fraction shall exceed 1.0 in
any Limitation Year for any Participant in this Plan for reasons
other than described in (f) below, the Administrator shall limit,
to the extent necessary, the "annual additions" to such
Participant's accounts for such Limitation Year. If, after
limiting the "annual additions" to such Participant's accounts
for the Limitation Year, the sum of the defined benefit plan
fraction and the defined contribution plan fraction still exceed
1.0, the Administrator shall then adjust the numerator of the
defined benefit plan fraction so that the sum of both fractions
shall not exceed 1.0 in any Limitation Year for such Participant.
(f) If the substitution of 1.0 for 1.25 above causes
the 1.0 limitation to be exceeded for any Participant in any
Limitation Year, such Participant shall be subject to the
following restrictions for each future Limitation Year until the
1.0 limitation is satisfied: (1) the Participant's accrued
benefit under the defined benefit plan shall not increase; (2) no
"annual additions" may be credited to a Participant's accounts;
and (3) no Employee contributions (voluntary or mandatory) shall
be made under any defined benefit plan or any defined
contribution plan of the Employer.
37<PAGE>
<PAGE>
ARTICLE V
CREDITS TO ACCOUNTS OF PARTICIPANTS
___________________________________
5.1 Adjustments to Participants' Accounts.
(a) The Administrator shall establish and maintain a
separate Employee Savings Contribution Account, Matching
Contribution Account, Rollover Account, After-Tax Contributions
Account and Discretionary Base and Discretionary Supplemental
Accounts, if any, any other accounts necessary to reflect
contributions under any previous Plan in the name of each
Participant to which the Administrator shall credit as of each
Valuation Date all amounts allocated to each such Participant as
hereafter set forth.
(b) The Employer shall provide the Administrator with
all information required by the Administrator to make a proper
allocation of the Employer's contribution for each year. Within
a reasonable time after the date of receipt by the Administrator
of such information, the Administrator shall allocate such
contributions on the following basis:
(1) Employee Savings Contributions shall be
allocated to each Participant's Employee Savings Contribution
Account in an amount equal to the amount deferred by each
Participant in accordance with his salary reduction agreement.
(2) Any Employer Matching Contributions shall be
allocated to each Participant's Matching Contribution Account in
accordance with Section 4.4.
(3) Any Rollover Contributions shall be credited
to the Participant's Rollover Contribution Account.
(4) Any After-Tax Contributions made to the Plan
prior to January 1, 1988 under any prior plan, shall be credited
to the Participant's After-Tax Contributions Account.
(5) Any Discretionary Base or Supplemental
Contributions shall be allocated to the Participant's
Discretionary Base and Supplemental Contribution Accounts,
respectively, in accordance with Section 4.5.
(6) Any Flex $ Contributions shall be allocated
to the Participant's Flex $ Contribution Account, in accordance
with Section 4.6.
(7) Any other accounts necessary to reflect
contributions under any previous plans, such as Qualified
Non-Elective or other contributions under the 1992 Plan.
38<PAGE>
<PAGE>
(c) The opening amount of each Participant's Account
Balance prior to crediting of the Participant's share of all
contributions, shall be adjusted by crediting or debiting the
same for investment earnings such as interest, dividends,
realized and unrealized investment profits and losses, expenses
incurred by the Plan and all other applicable transactions during
the applicable period, in the same proportion that each such
Participant's Account Balance bears to the total Participants'
Account Balances; provided, however, that for purposes of the
first such period, the allocation will be based on the amount of
each Participant's Account Balance as of the end of the period.
Notwithstanding any provision to the contrary, to the extent
individual Accounts are maintained for Participants for which
Participants exercise investment discretion, all earnings, such
as interest, dividends, realized and unrealized investment
profits and losses, and expenses will be allocated to each
Participant Account, in accordance with procedures established by
the Administrator, as modified from time to time.
5.2 Minimum Allocations Required for Top Heavy Plan Years.
(a) Notwithstanding the foregoing, for any Top Heavy
Plan Year, the Employer's contributions allocated to the
Participant's Account of each Non-Key Employee shall be equal to
3 percent of such Non-Key Employee's "415 Compensation" (reduced
by contributions and forfeitures, if any, allocated to each
Non-Key Employee in any other defined contribution plan included
with this Plan in a Required Aggregation Group, as defined in
Subsection 20.2(d)(1)). However, if (1) the sum of the
Employer's contributions allocated to the Participant's Account
of each Key Employee for such Top Heavy Plan Year is less than 3
percent of each Key Employee's "415 Compensation" and (2) this
Plan is not required to be included in an Aggregation Group to
enable a defined benefit plan to meet the requirements of Code
Section 401(a)(4) or 410 of the Code, the sum of the Employer's
contributions allocated to the Participant's Account of each
Non-Key Employee shall be equal to the largest percentage
allocated to the Participant's Account of each Key Employee.
Except, however, no such minimum allocation shall be
required for any Non-Key Employee who participates in another
defined contribution plan subject to Section 412 of the Code
included with this Plan in a Required Aggregation Group if the
minimum allocation is being provided in such other defined
contribution plan.
(b) For any Top Heavy Plan Year, the minimum
allocations set forth above shall be allocated to the
Participant's account of all Non-Key Employees who are
Participants and who are employed by the Employer on the last day
of the Plan Year, including Non-Key Employees who have (1) failed
to complete a Year of Service and (2) declined to make mandatory
contributions (if required) to the Plan.
(c) In lieu of the above, in any Plan Year in which a
Non-Key Employee is a Participant in both this Plan and a defined
benefit pension plan included in a Required Aggregation
39<PAGE>
<PAGE>
Group which is Top Heavy, the Employer shall not be required to
provide such Non-Key Employee with both the full separate defined
benefit plan minimum benefit and the full separate defined
contribution plan minimum allocation.
(d) For any Plan Year when the Plan is a Top Heavy
Plan, Non-Key Employees who are participating in this Plan and a
defined benefit plan maintained by the Employer shall receive a
minimum accrued benefit in the defined benefit plan equal to "415
compensation" averaged over 5 consecutive Limitation Years (or
actual Limitation Years if less) which produce the highest
average multiplied by the lesser of (1) 2 percent multiplied by
Years of Service when the Plan is Top Heavy or (2) 20 percent.
If such Required Aggregation Group is Top Heavy, but not Super
Top Heavy, 3 percent shall be substituted for 2 percent and 30
percent shall be substituted for 20 percent above.
5.3 Market Value of Trust. The market value of each fund
in the Trust, for the purposes of the calculations required under
this Article, shall be determined by the Trustee, in cooperation
with any recordkeeper selected by the Administrator, and
communicated to the Employer in writing. It shall represent the
fair market value of all securities or other property in the
funds, plus cash and accrued earnings, less accrued expenses and
proper charges against each fund as of the last day of the
Valuation Date to which the determination relates. The Trustee's
determination shall be final and conclusive for all purposes of
the Plan.
5.4 Crediting Participants' Account. For the purposes of
Article VII herein, credits placed to the accounts of
Participants shall be deemed to have been so placed as of the
Valuation Date on account of which the Employer makes the
contribution represented by such credits, notwithstanding they
are actually determined or made at a later date. Similarly,
adjustments of account for appreciation and depreciation in
market value of Plan assets and income earned and expenses
incurred by the Plan shall be deemed to have been made for the
Valuation Date to which the adjustments relate, notwithstanding
they are actually made as of a later date. The Administrator
shall have a statement of each Participant's Account Balance
prepared as of each Valuation Date and shall have such statements
distributed to all Participants within 60 days after the end of
each Valuation Date or at such other time as determined within
the discretion of the Administrator.
40<PAGE>
<PAGE>
ARTICLE VI
VESTING
_______
6.1 Full Vesting. A Participant's interest in his
Employee Savings, Rollover, Flex $ and After-Tax Contributions
Accounts, if any, shall be fully vested at all times. The
Participant's interest in his Matching Contribution and
Discretionary Profit Sharing Accounts shall become fully vested
at the earliest of the following dates:
(a) The date the Participant shall have completed at
least 7 Years of Service.
(b) The date of the Participant's death, if such death
occurs prior to retirement or any separation from service.
(c) The date the Participant incurs a Disability, as
defined in Section 2.17.
(d) The later of the date the Participant attains age
65 or completes 5 years of service under the Plan.
(e) The date the Participant attains age 55 and
completes 5 Years of Service, which entitles the Participant to
early retirement under the Plan.
(f) The date of termination of this Plan or the date
of complete cessation of contributions by the Employer hereunder.
6.2 Partial Vesting. Prior to the date that the
Participant's interest in his Matching Contribution,
Discretionary Base and Discretionary Supplemental Accounts become
fully vested in accordance with Section 6.1, his current vested
interest in such Accounts shall be determined in accordance with
the following schedule:
Years of Service for Vesting Vested Percentage
____________________________ _________________
Less than 1 Year 0%
1 Year but less than 2 Years 20%
2 Years but less than 3 Years 40%
3 Years but less than 4 Years 60%
4 Years but less than 5 Years 80%
5 Years or More 100%
41<PAGE>
<PAGE>
Notwithstanding any other provisions in the Plan, Employees
participating in the Plan before July 1, 1993, or who were
employed before July 1, 1993 and entered the Plan after
completion of 90 days under the rules of the 1992 Plan, were 100%
vested in all balances in their Accounts, and shall always be
100% vested in all their Account balances in the Plan.
All years of service measured from a Participant's initial
date of hire with any Related Company shall be taken into account
for vesting purposes. However, after 1993 a Participant must
work 1,000 hours in each Plan Year, regardless of the
Participant's employment at the end of any year, to be credited
with an additional year of vesting service. However, to the
extent any Matching or Discretionary Contributions were made to
the Plan for a Plan Year beginning prior to January 1, 1989, in
no event shall the vesting portion of any prior contributions be
less than as otherwise determined under the vesting schedule in
effect prior to January 1, 1989, as set forth in any such plan.
The computation of a Participant's nonforfeitable percentage
of his interest in the Plan shall not be reduced as the result of
any direct or indirect amendment to this Article. Furthermore,
any Participant with 3 or more Years of Service shall have the
right to elect to have his nonforfeitable percentage computed
under the vesting schedule in effect prior to the amendment. If
a Participant fails to make such election, then such Participant
shall be subject to the new vesting schedule. The Participant's
election period shall commence on the latest of:
(1) the adoption date of the amendment,
(2) the effective date of the amendment, or
(3) the date the Participant receives written notice
of the amendment from the Employer or Administrator, and shall
end 60 days thereafter.
42<PAGE>
<PAGE>
ARTICLE VII
DISTRIBUTION OF BENEFITS
________________________
7.1 Form of Benefit. Any Participant who separates from
service for any reason, including Disability, but excluding death
benefits addressed in Article VIII, shall be entitled to receive
his vested interest in his Account Balance. This amount shall be
paid or shall begin to be paid within 60 days after the end of
the last day of the calendar quarter in which the separation from
service, disability or other event occurs; provided, however,
that if the Participant's vested interest is more than, or has
ever exceeded $3,500, payment shall not be made unless the
requirements of Section 7.7 are satisfied.
All benefit payments shall be made in a single lump sum
payment regardless of marital status, except as provided for
certain death benefits. All distributions from the Plan shall be
paid in cash or property, as elected by the Participant or
beneficiary.
7.2 Late Retirement. A Participant who continues to be
employed by the Employer beyond his Normal Retirement Date shall
be entitled to continue his participation in the Plan and shall
have payment of his benefits deferred until after his separation
from service except as provided in Section 7.8.
7.3 Forfeitures. Any balance remaining in the account of
a Participant after all payments due him have been made or
adequately provided for shall be immediately forfeited. All
forfeitures shall be used to reduce Employer Matching
Contributions, except to the extent applied to restore accounts
pursuant to Section 7.4.
7.4 Restoration of Account. If a Participant receives a
distribution under Section 7.1 which is less than 100% of his
Account Balance and he again becomes an eligible Employee
before he has incurred 5 consecutive One Year Breaks in Service,
the amount forfeited shall be restored to his Matching
Contribution Account (and, if applicable, his Discretionary
Profit Sharing Account) if he repays the total amount previously
distributed to him prior to the earlier of (a) the 5th
anniversary of the date on which he subsequently becomes an
eligible Employee or (b) the first date the Participant incurs 5
consecutive Breaks in Service following the date of distribution.
Such restoration shall be made from forfeitures that are
available, pursuant to Section 7.3, or, at the election of the
Employer, from additional Employer Contributions made for such
purpose. Any amount repaid by a Participant shall be credited to
the Account from which it was distributed.
43<PAGE>
<PAGE>
7.5 In-Service Withdrawals. Upon attaining age 592, a
Participant may withdraw all vested amounts in his Employee
Savings Contribution Accounts. A Participant may also withdraw
After-Tax Contributions at any time even if you are under age
592. All in-service withdrawals shall be made in accordance with
procedures established by the Committee, which shall be uniformly
applied to all Participants. However, in no event may any
withdrawal be for an amount of less than $1,000.
7.6 Hardship Withdrawals. A Participant may request a
withdrawal of the vested portion of his Employee Savings
Contribution, Discretionary Base, Discretionary Supplemental,
Rollover, After-Tax, Matching Contribution, and Flex $ Account
exclusive of earnings from the Employee Savings Contribution
Account after 1988, in the event of a financial hardship. A
hardship request shall only be granted subject to the following
rules:
(a) A hardship withdrawal shall only be made upon
receipt of a written request by the Committee in accordance with
Subsection 7.6(c), and written approval by the Committee.
(b) Financial hardship shall be determined in the sole
discretion of the Committee, which shall decide if the
distribution is necessary in light of an immediate and heavy
financial need of the Participant. In order to be considered an
immediate and heavy financial need, the hardship distribution
must be for one of the following situations:
(1) Medical expenses incurred by the Participant,
the Participant's spouse, or any dependents of the Participant
(as defined in Section 152 of the Code) or to obtain medical care
(as described in Section 213(d) of the Code);
(2) The purchase (excluding mortgage payments) of
a principal residence of the Participant;
(3) The payment of tuition and related
educational fees for the next 12 months of post-secondary
education of the Participant, the Participant's spouse, or any
dependents of the Participant;
(4) To prevent eviction from, or foreclosure on
the mortgage of, the Participant's principal residence; or
(5) For any other reasons authorized by the
Internal Revenue Service through the publication of revenue
rulings, notices, and other documents of general applicability.
44<PAGE>
<PAGE>
(c) A distribution based on financial hardship cannot
exceed the amount required to meet the immediate financial need
created by the hardship and must not reasonably be available from
other resources of the Participant. In order for the hardship
distribution to be considered necessary to satisfy the financial
need, a Participant seeking a withdrawal under this paragraph
shall file a written request with the Administrator explaining
the nature of the financial hardship, stating the amount needed
to meet the immediate need and confirming that:
(1) The requested distribution is not in excess
of the amount needed to satisfy the immediate and heavy financial
need (including a reasonable amount to enable the Participant to
pay taxes and penalties on such withdrawals);
(2) The Participant has taken all possible
distributions under this and all other plans maintained by the
Employer and all Affiliates, excluding hardship distributions
but including nontaxable loans;
(3) The Participant acknowledges that he or she
will not be allowed to make any contributions or deferrals to any
Employer plan for at least 12 months after receiving the hardship
distribution; and
(4) In the Participant's tax year immediately
following receipt of the hardship, his or her elective deferrals
to all of the Employer's plans will be restricted to the
maximum deferral limit under Section 4.7, less his or her
elective contributions in the year of the hardship distribution.
(d) In lieu of satisfying the requirements of Section
7.6(c) to have a distribution "deemed" to satisfy the "immediate
and heavy financial need requirement," the Administrator may rely
upon any other additional methods authorized by the Internal
Revenue Service through the issuance of publications, revenue
rulings, notices or other documents of general applicability.
(e) The minimum amount of any hardship request is
$1,000, unless the vested Accounts available for a hardship
distribution is less than $1,000.
(f) The approval of all hardship requests shall be
administered in a uniform and nondiscriminatory manner and the
Administrator shall not be responsible for the reasonableness of
any of the representations contained in Section 7.6(c).
7.7 Distribution of Deminimus Amount. If the value of the
Account Balance of a Participant who retired, terminated
employment, became Disabled, or died is $3,500 or less, the
Administrator may immediately distribute such benefit without the
consent of the Participant, his spouse, his Beneficiary, or the
legal representative of his estate, as the case may be, in
accordance with the provisions of Section 7.1. If the
Participant does not have a vested interest in his Account
Balance, he shall be deemed to have received a distribution of
his entire vested Account Balance. If a Participant's vested
benefit
45<PAGE>
<PAGE>
exceeds, or has ever exceeded $3,500, however, such benefit may
not be paid before the Participant attains age 65 without the
written consent of the Participant, his spouse, his Beneficiary
or the legal representative of his estate, as the case may be.
Furthermore, with respect to Account Balances in excess of $3,500
at the time of the distribution or any prior distribution under
the Plan, notwithstanding anything in this Article VII to the
contrary, no benefit shall be paid pursuant to this Article 7
prior to the last day of the month in which the Participant's
Normal Retirement Date occurs without the Participant's written
consent, and if the Participant is married at the date payment
would otherwise commence, the written consent of the
Participant's spouse. Absence of any required consent shall be
deemed to be an election under Section 7.2 to defer commencement
of a Participant's benefit to the earlier of: (i) the later of
(A) the last day of the month following receipt of the required
consent by the Committee; or (B) the date otherwise designated
under Section 7.2, or (ii) the last day of the month in which the
Participant's Normal Retirement Date occurs. If benefits are not
paid to a Participant in accordance with this provision, the
investment direction, if any, on file with the Administrator
shall remain in effect until all benefits are distributed unless
a Former Participant changes his investment direction in
accordance with the provisions of Section 11.4 and procedures
established by the Administrator.
7.8 Required Distributions. Notwithstanding any other
provision of the Plan, distributions of the Participant's entire
Account Balance shall begin to be made prior to his Required
Beginning Date in accordance with Section 401(a)(9) of the Code
and the regulations thereunder. The provisions of this Section
7.8 shall override any distribution option otherwise provided in
the Plan that is inconsistent with Section 401(a)(9) of the Code.
7.9 Payment of Benefits With Regard to an Incompetent or a
Minor.
(a) If any retired Participant or Beneficiary entitled
to a benefit under this Plan is, in the judgment of the
Administrator, legally, physically or mentally incapable of
personally receiving any payments due hereunder, the Trustee at
the direction of the Administrator may make such payment to the
guardian or other legal representative of such retired
Participant, or such Beneficiary, or to such other person, or
institution who, in the opinion of the Administrator, is then
maintaining or has custody of such retired Participant or such
Beneficiary. Such payments shall constitute a full discharge
with respect thereto.
(b) In the event a distribution is to be made to a
minor, then the Administrator may, in the Administrator's sole
discretion, direct that such distribution be paid to the legal
guardian, or if none, to a parent of such Beneficiary or a
responsible adult with whom the Beneficiary maintains his
residence, or to the custodian for such Beneficiary under the
Uniform Gift to Minors Act or Gift to Minors Act, if such is
permitted by the laws of the state in which said Beneficiary
resides. Such a payment to the legal guardian or parent of a
minor Beneficiary shall fully discharge the Trustee, Employer,
and Plan from further liability on account thereof.
46<PAGE>
<PAGE>
7.10 Amount of Benefit Determined by Administrator. The
amount of benefits payable under the Plan shall be determined by
the Administrator in accordance with the terms of the Plan, and,
except as may be provided by law, the Administrator's
determination shall be final and conclusive upon all persons,
provided, however, the Administrator shall provide a notice in
writing to any Participant or Beneficiary whose claim for
benefits under the Plan has been denied or whose claim for
benefits is different than the amount determined by the
Administrator, setting forth the specific reasons for such denial
and advising the claimant of any additional information and/or
documents needed in order to perfect any claim for benefits.
Such notice will advise the claimant of the claims procedures as
provided in Article IX.
7.11 Procedure Regarding Unclaimed Benefits. In the event
any amount shall become payable under the Plan to any
Participant, or upon his death, to his Beneficiary, and, if
after written notice from the Employer mailed to such
Participant's last known address as shown in the Employer's
records, such Participant or his personal representative shall
not have presented himself to the Employer within 1 year after
the mailing of such notice, then the Employer shall direct the
Trustee to segregate such amount, including any amount thereafter
becoming due, and place it in an interest bearing savings account
until claimed by such Participant, or, if such Participant's
death shall be deemed conclusive either in actuality or under
local law, to his legal representative or Beneficiary, as the
case may be. Subject to any applicable escheat law, if no
claim is made by the Participant, his legal representative or
Beneficiary within 5 years after the Participant's Normal
Retirement Date the amount payable may be treated as a Forfeiture
hereunder; provided, however, that if such Participant, his legal
representative or Beneficiary claims the amount payable after
such date and before final termination distributions have been
made, the amount payable shall be recomputed as if it had not
been forfeited and such amount, with reasonable interest, shall
be paid to the Participant, his legal representative or
Beneficiary, as the case may be, as soon as reasonably possible.
47<PAGE>
<PAGE>
7.12 Distribution of Benefits.
(a) The Committee, pursuant to the election of the
Participant, shall direct the Trustee to distribute to a
Participant or his Beneficiary any amount to which he is entitled
under the Plan in one lump-sum payment in cash or in property.
(b) Any distribution to a Participant who has a
benefit which exceeds, or has ever exceeded $3,500 shall require
such Participant's consent if such distribution occurs prior to
his Normal Retirement Date. With regard to this required
consent:
(i) No consent shall be valid unless the
Participant has received a general description of the material
features and an explanation of the relative values of the
optional forms of benefit available under the Plan that would
satisfy the notice requirements of Section 417 of the Code, if
such provisions had applied to the Plan.
(ii) The Participant must be informed of his right
to defer receipt of the distribution. If a Participant fails to
consent, it shall be deemed an election to defer the commencement
of payment of any benefit. However, any election to defer the
receipt of benefits shall not apply with respect to distributions
which are required under Section 7.12.
(iii) Notice of the rights specified under
this paragraph shall be provided no less than 30 days and no more
than 90 days before the first day on which all events have
occurred which entitle the Participant to such benefit, except to
the extent such notice is waived under Section 23.8.
(iv) Written consent of the Participant to the
distribution must not be made before the Participant receives
the notice and must not be made more than 90 days before the
first day of which all events have occurred which entitle the
Participant to such benefit, except to the extent such notice is
waived under Section 23.8.
48<PAGE>
<PAGE>
ARTICLE VIII
DEATH BENEFIT
_____________
8.1 Beneficiary of Death Benefit.
(a) Upon the death of a Participant prior to payment
of all retirement benefits, the Participant's vested Account
Balance shall be paid to the Participant's Beneficiary. For
married Participants, the Beneficiary of the death benefit shall
be the Participant's spouse, unless the Participant's spouse
validly waives such benefit in the manner prescribed in
Subsection 8.1(b).
(b) In the event a married Participant designates a
Beneficiary other than his survivor Spouse, such designation of
Beneficiary shall be made in writing in an instrument executed by
the Participant's spouse whereby the spouse: (1) consents to the
specific Beneficiary or Beneficiaries designated by the
Participant; (2) acknowledges the effect of the designation;
and (3) is witnessed by a representative of the Administrator on
behalf of the Plan or by a notary public. Such consent shall not
be required if it is established to the satisfaction of the
Administrator that the required consent cannot be obtained
because there is no spouse, the spouse cannot be located, the
Participant is legally separated or has been abandoned (within
the meaning of local law) pursuant to a court order, unless a
qualified domestic relations order pertaining to such Participant
provides that the spouse's consent must be obtained, or due to
other circumstances prescribed by Treasury regulations. The
Beneficiary so designated may be changed by the Participant at
any time by his filing with the Administrator a written
notification of change of Beneficiary and by obtaining the
appropriate spousal consent as required herein for any new
beneficiary, if applicable. If a Participant names a trust as
Beneficiary, a change in the identity of the Trustee or the
instrument governing such trust shall not be deemed a change in
Beneficiary. If no person shall be designated as such
Beneficiary or if the designated Beneficiary shall not survive
the Participant, such payments shall be made to the estate of the
deceased Participant. The facts as shown by the records of the
Administrator at the time of death shall be conclusive as to the
identity of the proper payee and the amount properly payable, and
payment made in accordance with such facts shall discharge any
and all obligations under the Plan. No designation, revocation,
or change of Beneficiaries shall be valid and effective unless
and until filed with the Administrator. The consent of a spouse
in accordance with this Subsection (b) shall not be effective
with respect to other spouses of the Participant prior to the
Participant's Benefit Commencement Date, and an election to which
consent is not required shall become void if the circumstances
causing the consent of the spouse not to be required no longer
exist prior to the Participant's Benefit Commencement Date.
8.2 Distribution of Benefits Upon Death.
49<PAGE>
<PAGE>
(a) The death benefit payable pursuant to Section 8.1
shall be paid to the Participant's Beneficiary by either of the
following methods, as elected by the Participant (or if no
election has been made prior to Participant's death, by his
Beneficiary):
(1) One lump-sum payment in cash or in property;
(2) Payment in quarterly, semi-annual, or annual
cash installments over a period to be determined by the
Participant or his Beneficiary, and in installments as nearly
equal as practicable. After periodic installments commence, the
Beneficiary shall have the right to direct the Trustee to reduce
the period over which such periodic installments shall be made,
and the Trustee shall adjust the cash amount of such periodic
installments accordingly.
(b) In the event the death benefit payable pursuant to
Section 8.2(a) is elected to be payable in installments, then
upon the death of the Participant, the Committee may direct the
Trustee to segregate the death benefit into a separate account,
and the Trustee shall invest such segregated Account separately,
and the funds accumulated in such account shall be used for the
payment of the installments hereinabove provided.
(c) The Committee, at the election of the
Participant's Beneficiary, shall direct the Trustee to (1)
accelerate any installment payment to a Participant's
Beneficiary, or (2) at any time, purchase for the benefit of the
Participant's Beneficiary an annuity with all monies or property
held in the segregated account.
(d) Notwithstanding any provision of the Plan to the
contrary, distributions upon the death of a Participant shall be
made in accordance with the following requirements and shall
otherwise comply with Section 401(a)(9) of the Code and the
Regulations thereunder. If it is determined pursuant to
Regulations that the distribution of a Participant's interest has
begun and the Participant dies before his entire interest has
been distributed to him, the remaining portion of such interest
shall be distributed at least as rapidly as under the method of
distribution selected
50<PAGE>
<PAGE>
pursuant to Sections 8.1 or 8.2 as of his date of death. If a
Participant dies before he has begun to receive any distributions
of his interest under the Plan or before distributions are deemed
to have begun pursuant to Regulations, then his death benefit
shall be distributed to his Beneficiary by December 31st of the
calendar year in which the fifth anniversary of his date of death
occurs.
However, the 5-year distribution requirement of
the preceding paragraph shall not apply to any portion of the
deceased Participant's interest which is payable to or for the
benefit of a designated Beneficiary. In such event, such portion
may, at the election of the Participant (or the Participant's
designated Beneficiary), be distributed over the life of such
designated Beneficiary (or over a period not extending beyond the
life expectancy of such designated Beneficiary (provided such
distribution begins not later than December 31st of the calendar
year immediately following the calendar year in which the
Participant died. However, in the event the Participant's spouse
(determined as of the date of the Participant's death) is his
Beneficiary, the requirement that distributions commence within
one year of a Participant's death shall not apply. In lieu
thereof, distributions must commence on or before the later of:
(1)December 31st of the calendar year immediately following the
calendar year in which the Participant died; or (2) December 31st
of the calendar year in which the Participant would have attained
age 70-1/2. If the surviving spouse dies before distribution to
such spouse begins, then the 5-year distribution requirement of
this Section shall apply as if the spouse was the Participant.
(e) For purposes of Section 8.2(d), the election by a
designated Beneficiary to be excepted from the 5-year
distribution requirement must be made no later than December 31st
of the calendar year following the calendar year of the
Participant's death. Except, however, with respect to a
designated Beneficiary who is the Participant's surviving spouse,
the election must be made by the earlier of (1) December 31st of
the calendar year immediately following the calendar year in
which the Participant died or, if later, the calendar year in
which the Participant would have attained age 70-1/2; or (2)
December 31st of the calendar year which contains the fifth
anniversary of the date of the Participant's death. An election
by a designated Beneficiary must be in writing and shall be
irrevocable as of the last day of the election period stated
herein. In the absence of an election by the Participant or a
designated Beneficiary, the 5-year distribution requirement shall
apply.
(f) For purposes of this Section, the life expectancy
of a Participant and a Participant's spouse may, at the election
of the Participant or the Participant's spouse, be redetermined
in accordance with Regulations. The election, once made, shall
be irrevocable. If no election is made by the time distributions
must commence, then the life expectancy of the Participant and
the Participant's spouse shall not be redetermined in accordance
with Section 401(a)(9)(D) of the Code. Life expectancy and joint
and last survivor expectancy shall be computed using the return
multiples in Tables V and VI of Regulation 1.72-9.
51<PAGE>
<PAGE>
8.3 Annuity Purchases after Installment Election. If a
Beneficiary directs the purchase of an annuity AFTER ELECTING
INSTALLMENT PAYMENTS upon the death of a Participant, in
accordance with Section 8.2, then the Administrator shall provide
to the Beneficiary a complete explanation of any annuity
alternatives. Furthermore, the Administrator shall furnish or
cause to be furnished to each married Participant, to the extent
required under Section 417 of the Code and all regulations issued
thereunder, at least 30 days before but no more than 90 days
prior to the date a distribution is to be made under the Plan,
explanations of all benefit options as developed by the
Administrator in accordance with the Code and all regulations
issued thereunder including, unless such notice is waived in
accordance with Section 23.8:
(a) The terms and conditions of an annuity;
(b) The Participant's right to make and the effect of
an election to waive any form of benefit;
(c) The rights of the Participant's spouse to consent
to a Participant's election;
and
(d) The right to make and the effect of a revocation
of an election.
A Participant may, with the written consent of his spouse
(unless the Administrator makes a written determination in
accordance with the Code that no such consent is required),
elect in writing to receive his Account Balance within the 90-day
period ending on the date payment of his Account Balance
commences, unless such notice is waived in accordance with
Section 23.8.
52<PAGE>
<PAGE>
ARTICLE IX
CLAIMS PROCEDURES
_________________
9.1 Applications for Benefits. Each Participant and/or
Beneficiary believing himself or herself eligible for benefits
under this Plan may apply for such benefits by completing and
filing with the Administrator an application for benefits on a
form supplied by the Administrator. Before the date on which
benefit payments commence, each such application must be
supported by such information and data as the Administrator deems
relevant and appropriate. Evidence of age, marital status (and,
in the appropriate instances, health, death or disability), and
location of residence shall be required of all applicants for
benefits.
9.2 Appeal of Denied Claim for Benefits. In the event
that any claim for benefits is denied in whole or in part, or the
amount of benefits differs from the amount the Participant
believes he is entitled, the Participant and/or Beneficiary whose
claim has been so denied shall be notified of such denial in
writing by the Administrator. This notice shall be given to the
Participant and/or beneficiary within 90 days after a claim for
benefits is received. If notification is not given within 90
days of receipt, the Participant and/or Beneficiary may assume
the claim has been denied and may request a review as explained
below. Under special circumstances an extension of 90 days shall
be allowed for processing a claim. If additional time is
required, each Participant and/or Beneficiary shall be given
notice of any extension, stating the special circumstances
involved and the date by which a final decision shall be
rendered. In no event shall any extension exceed a period of 90
days from the end of the initial 90 day period. The notice
advising of the denial shall specify the reason or reasons for
denial, make specific reference to pertinent Plan provisions,
describe any additional material or information necessary
for the claimant to perfect the claim (explaining why such
material or information is needed), and shall advise the
Participant and/or Beneficiary, as the case may be, of the
procedure for the appeal of such denial. All appeals shall be
made by the following procedures:
(a) The Participant and/or Beneficiary whose claim has
been denied shall file with the Named Appeals Fiduciary a notice
of desire to appeal the denial. Such notice shall be filed
within 60 days of notification by the Administrator of claim
denial, shall be made in writing, and shall set forth all of the
facts upon which the appeal is based. Appeals not timely
filed shall be barred.
(b) The Named Appeals Fiduciary shall promptly review
the claim and shall render a decision, within 60 days of receipt
of the Participant's and/or Beneficiary's notice of appeal,
unless the Named Appeals Fiduciary determines that special
circumstances exist or that a hearing is necessary, in which
event the Named Appeals Fiduciary shall establish a hearing date
on which the Participant and/or Beneficiary may make an oral
presentation to the Named Appeals Fiduciary in support of the
appeal. The Participant and/or Beneficiary shall be given
not less than 10 days notice of the date set for the hearing.
53<PAGE>
<PAGE>
(c) The Named Appeals Fiduciary shall consider the
merits of the claimant's written and oral presentations, the
merits of any facts or evidence in support of the denial of
benefits, and such other facts and circumstances as the Named
Appeals Fiduciary shall deem relevant. If the claimant elects
not to make an oral presentation, such election shall not be
deemed adverse to his interest, and the Named Appeals Fiduciary
shall proceed as set forth below as though an oral presentation
of the contents of the claimant's written presentation had
been made.
(d) The Named Appeals Fiduciary shall render a
determination upon the appealed claim, which determination shall
be accompanied by a written statement as to the reasons
therefore. In no event shall any decision be rendered more than
120 days after receipt of a request for review. The
determination so rendered shall be binding upon all parties.
9.3 Removal of the Named Appeals Fiduciary. The Named
Appeals Fiduciaries may at any time be removed by the Board, and
any Named Appeals Fiduciary named by the Administrator may be
removed by the Administrator. All such removals may be with or
without cause and shall be effective on the date stated in the
notice of removal. The Named Appeals Fiduciary, if there be more
than one acting to determine the merits of any appeal, shall act
by a majority vote. The Named Appeals Fiduciary shall be a
"Named Fiduciary" within the meaning of ERISA, and, unless
appointed to other fiduciary responsibilities, shall have no
authority, responsibility, or liability with respect to any
matter other than the proper discharge of the functions of the
Named Appeals Fiduciary as set forth herein.
54<PAGE>
<PAGE>
ARTICLE X
ESTABLISHMENT OF THE TRUST FUND
_______________________________
10.1 Trust. WSFS hereby establishes with the Trustee a
Trust consisting of cash and such other property acceptable to
the Trustee as shall, from time to time, be paid or delivered to
the Trustee and the earnings and profits thereon less the payment
which at the time of reference shall have been made by the
Trustee, as hereinafter authorized, shall constitute a Trust.
The assets of the Plan shall be held, managed and administered by
the Trustee in trust in accordance with the provisions of this
Agreement without distinction between principal and income.
55<PAGE>
<PAGE>
ARTICLE XI
MANAGEMENT OF THE TRUST AND INVESTMENT FUNDS
____________________________________________
11.1 Contributions to Trust. All contributions to the Plan
by the Employer shall be committed in trust to the Trustee
selected by the Company subject to the terms of the Trust created
in Article XI herein, to be held, managed and disposed of by the
Trustee in accordance with the aforementioned terms of Trust.
The Trustee selected may be changed from time to time by the
Company.
11.2 Benefit to Participants. The Trust shall continue to
contain such provisions as shall render it impossible for any
part of the corpus of the Trust or income thereon to be, at any
time, used for or diverted to purposes other than for the
exclusive benefit of Employees or their Beneficiaries; and it may
contain such other provisions relating to the custody, management
and disposition of the Trust by the Trustee as shall be deemed
advisable by WSFS.
11.3 Reversion to Employer. At no time shall any part of
the assets of the Plan (whether by reason of any amendment of
this agreement or otherwise), be used for, or diverted to,
purposes other than the exclusive benefit of the Participants or
their Beneficiaries; provided, however, that in the case of a
contribution made by the Employer as a mistake of fact, or for
which a tax deduction is disallowed, in whole or in part by the
Internal Revenue Service, the Employer shall be entitled to a
refund of such contributions. Any refund of contributions under
this Section 11.3 must be made within one year after payment of a
contribution made as a mistake of fact, or within one year after
disallowance of the tax deduction, to the extent of such
disallowance.
11.4 Investment.
(a) Except as otherwise provided in this Article XI,
the Trustee shall have the exclusive responsibility and authority
to invest, reinvest and administer the Trust assets in accordance
with the terms of this Plan and Trust Agreement and as provided
in Article XV.
(b) Each Participant shall direct the investment of
his Account Balance, including Employee Savings, After-Tax, Flex
$ and Rollover Contributions, and any other accounts except for
Matching Contributions, Discretionary Base and Supplemental
Contributions, into such investments as made available by WSFS,
within its discretion, as changed from time to time.
56<PAGE>
<PAGE>
(c) All WSFS Discretionary Base, Discretionary
Supplemental and Matching Contributions shall initially be
invested in WSFS stock, or shall be contributed to the Plan in
cash to be used to purchase WSFS stock. Participants shall be
entitled to direct the investment of all WSFS Discretionary Base,
Discretionary Supplemental and Matching Contributions out of WSFS
stock and into the other investment vehicles available under the
Plan as of the first day of the calendar quarter following such
contributions.
(d) The general rules for Accounts Participant's may
direct investments are:
(i) Initial Election - Each Participant, when
first electing to contribute pursuant to procedures adopted in
accordance with Section 4.2, shall designate one or more of
the investment funds made available under the Plan, pursuant to
Section 11.6, for the investment of contributions made on his
behalf by the Employer and, if applicable his After-Tax
Contributions, Flex $ and Rollover Contributions. A Participant
may direct the investment of his contributions among the funds in
any manner he desires; provided, however, that all directed
allocations must be in multiples of 5%.
(ii) Change in Investment Direction - Prior to
January 1, 1995, a Participant may, by written notice to the
Administrator at least 15 days prior to the first day of
any calendar year quarter, (or as of such other date as the
Administrator may fix from time to time), change his investment
fund election with respect to future contributions but, until
changed, an investment fund election, once made, shall remain in
effect for all subsequent Plan Years. Prior to January 1, 1995,
a Participant may transfer his Account Balance attributable to
prior contributions (including Discretionary Supplemental and
Matching Contributions) between investment funds made available
by the Employer and the Trustee 4 times each year. Such change
shall generally be effective as soon as practicable during the
first week of each January, April, July or October, unless any
delay is necessary to comply with any reasonable administrative
practices. Each Participant shall be provided an opportunity to
obtain written confirmation of his investment instructions from
the Administrator, since WSFS has elected to comply with Section
404(c) as provided in Section 11.5, effective as of January 1,
1995. Effective as of January 1, 1995, Participants may change
investment elections as of the first day of any month for both
future and prior contributions, under reasonable administrative
procedures established by WSFS, unless WSFS administratively
determines to increase or decrease the number of times such
actions may be taken in each Plan Year, within its discretion.
(iii) In the event any Participant fails to
provide any required investment direction, such Participant's
Account shall be invested in the most conservative investment
option available under the Plan.
57<PAGE>
<PAGE>
(e) In making any investment of the Trust assets, the
Trustee shall be fully entitled to rely on directions provided to
it in accordance with this Section 11.4 and shall have no
obligation to make any inquiry with respect thereto.
(f) The Administrator may promulgate any additional
rules and regulations it deems necessary or appropriate to govern
all aspects of this Section 11.4, including the establishment of
more frequent periods in which investment changes may occur.
11.5 Compliance with Section 404(c) of ERISA. WSFS, in its
sole discretion, has made a determination to rely on Section
404(c) of ERISA effective as of January 1, 1995, as such section
relates to Participant investment direction regarding the
investment of Plan assets. As a result of this decision to
comply with Section 404(c) of ERISA, the Administrator shall
establish rules and regulations and administer the Plan in a
manner consistent with the disclosure, confidentiality and other
provisions of Section 404(c) of ERISA and the regulations
promulgated thereunder. In addition, since WSFS stock is an
investment option under the Plan, the following rules shall apply
to any Participant directed investment in WSFS securities:
(a) The securities must be qualifying employer
securities as defined under Section 407(d)(5) of ERISA.
(b) The Employer securities must be publicly traded on
a national exchange or other recognized market with enough volume
and frequency so that Participant instructions may be acted upon
promptly and efficiently.
(c) Participants whose Accounts are invested in
Employer securities must receive all shareholder information with
respect to the Employer securities.
(d) Voting, tender and proxy rights regarding Employer
securities shall be passed through to Participants along with
information provided to the shareholders of such securities with
respect to the exercise of such rights.
(e) Notwithstanding any contrary provision,
information relating to the purchase, holding and sale of
Employer securities and the exercise of shareholder rights by
Participants shall be maintained in accordance with procedures
set forth by the Administrator that are designed to safeguard the
confidentiality of all such information.
(f) The Administrator designates the Vice President of
Human Resources, or the most senior human resource professional
in the event the Vice President of Human Resources
58<PAGE>
<PAGE>
is unable to perform such responsibilities, as the fiduciary who
shall be responsible for ensuring that:
(1) The confidentiality procedures described in
Subsection 11.6(e) are adequate; and
(2) An independent fiduciary shall be appointed
to carry out the confidentiality procedures in any situation
which the Vice President of Human Resources or any other
designated fiduciary determines involves a potential for undue
Employer influence on Participants, such as tender offers or
contested board elections. The independent fiduciary required by
the preceding sentence shall be the transfer agent of the
Employer, unless such entity is unwilling or unable to perform
the responsibilities required under the confidentiality
procedures. In the event the independent fiduciary is unable to
perform its responsibilities, the Vice President of Human
Resource or any other designated fiduciary shall be responsible
for selecting an appropriate independent fiduciary.
(g) All directions received from Participants
regarding transactions involving Employer securities shall be
effectuated as soon as administratively possible, in accordance
with procedures established by the Administrator, which shall be
consistently applied in a uniform manner.
11.6 Investment Funds. The Administrator shall have the
exclusive authority and discretion to direct the Trustee to
establish one or more investment funds for the investment of
the assets of the Trust fund. Such investment funds may include,
but need not be limited to: (i) mutual fund(s) managed by an
investment company or companies selected by the Administrator;
and (ii) any investment manager or other investment alternative.
In making such direction, the Administrator shall use the care,
skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and
familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. The
Administrator may, at any time, direct that a new investment fund
or funds be established and/or discontinue an existing investment
fund or funds. The assets constituting each investment fund
shall be segregated and kept separate from the assets
constituting the other investment funds. All dividends, interest
and other income of, as well as any cash received from the sale
or exchange of securities or other property of an investment
fund, shall be invested and reinvested in the same investment
fund.
11.7 Failure to Provide Investment Instructions. If the
Trustee receives any contribution under the Plan as to which
written instructions directing its investment are not in effect,
the Trustee may, in its discretion, either: (i) hold all or a
portion of the contribution uninvested without liability for loss
of income or appreciation pending receipt of proper investment
direction; or (ii) hold all or any portion of the contribution in
savings accounts and other types of time or demand deposits with
any financial institution, including itself in its corporate
capacity.
59<PAGE>
<PAGE>
ARTICLE XII
ADMINISTRATION OF THE PLAN
__________________________
12.1 Appointment of Committee. The Administrator, as such
term is defined under ERISA, shall be WSFS, provided, however,
that the Board may appoint a Committee or Committees to act as
WSFS's agent to carry out WSFS's responsibility to administer the
Plan. The Committee shall consist of at least 2 representatives
from various departments of all Related Companies, who shall
serve at the pleasure of the Board without compensation for the
performance of their duties under the Plan. The Board may remove
a Participant of the Committee at any time by written notice to
the Trustee and the Committee. A Participant of the Committee
may resign at any time by filing written notice with the Board
and the Trustee. Vacancies on the Committee shall be filled by
the Board. The names and authorized signatures of the
Participants of the Committee, and any changes in the Participant
thereof, shall be promptly certified to the Trustee by the Board,
and the Trustee may assume that the persons so certified will
continue as Participants of the Committee until advised
differently in the same manner.
If WSFS does not appoint a Committee as provided
above, then the powers, rights, duties and obligations of the
Committee as set forth in Sections 12.2 to 12.4 herein, shall
be the duties of WSFS and wherever the word "Committee" shall
appear there shall be substituted for it the word "Company" or
"WSFS" which, as indicated above, is the Administrator.
12.2 Duties of Committee. The Committee shall administer
the Plan as the Company's agent in accordance with its terms and
shall have all the powers necessary to carry out the provisions
of the Plan.
(a) The Committee shall have the complete and total
authority and responsibility to interpret and construe the Plan
and to determine all questions arising in the administration,
interpretation, and application of the Plan, including, without
limitation, questions of eligibility for participation,
eligibility for benefits, amount of Account Balances, and
the timing of distribution therefore and shall have the authority
to deviate from the literal terms of the Plan to the extent the
Committee shall determine to be necessary or appropriate to
operate the Plan in compliance with applicable provisions of the
law. It shall endeavor to act, whether by general rules or by
particular decision, so as not to discriminate in favor of or
against any person. The Committee's decisions shall be
conclusive and binding on all persons, except as may otherwise be
provided by law.
(b) The Committee shall advise the Trustee in writing
with respect to all benefits which become payable and shall
direct the Trustee as to the mode of payment. The Committee
shall furnish to the Trustee all pertinent information that the
Trustee may require in the performance of its duties. The
Committee may authorize any one or more of its Participants
or any agent to execute any document on behalf of the Committee,
in which event the Committee
60<PAGE>
<PAGE>
shall certify to the Trustee such action and the names and
authorized signatures of those so designated. The Trustee may
assume that the person so certified will continue to be
authorized until advised differently in the same manner.
(c) The Committee may adopt such regulations as it
deems advisable for the administration of the Plan and conduct of
its affairs.
(d) The Company shall appoint such accountants,
actuaries, attorneys, administrators, consultants, or other
specialists, as it deems necessary to assist the Committee in
connection with the administration of the Plan. The cost of such
services and any other expenses of the Committee may be paid by
the Employer, but if any such expenses are not paid by the
Employer, the Committee shall direct the Trustee to charge the
Trust for such expenses.
(e) The Committee shall keep a record of its
proceedings and acts and shall keep or cause to be kept such
books of account, records, and other data as may be necessary for
the proper administration of the Plan. The Committee shall make
its records available to the Employer or any Participant for
examination during regular business hours at the principal place
of business of the Employer; however, a Participant shall have
access only to such records as shall apply to himself.
(f) The Committee shall cause the assets of the Plan
to be valued at least quarterly and shall notify each Participant
of the value of such Participant's account in accordance with
Section 5.4 together with such other information, if any, as the
Committee may deem advisable, and/or as may be required by ERISA.
(g) The Committee shall gather such information from
the Employer, the Participants, their Beneficiaries or any other
person entitled to benefits under the terms of the Plan as, in
its opinion, it deems necessary for the proper administration of
the Plan.
(h) The Committee shall prepare and implement a
procedure to notify Employees that they may elect to have a
portion of their Compensation deferred or paid to them
in cash.
12.3 Indemnification. The Company shall indemnify and hold
the Committee and each Participant thereof harmless against any
liability it or he may incur as a result of acting as the
Employer's agent in the administration of the Plan, except each
Participant of the Committee shall be individually liable for his
own willful misconduct. The Committee and any Participant
thereof shall be fully protected in any action prudently taken in
good faith when relying upon any opinion, report or advice which
shall be furnished to it by the accountants, actuaries,
attorneys, consultants, and other professional advisors selected
by the Company.
12.4 Meetings and Majority Rule. A majority of the
Participants of the Committee at the time in office shall
constitute a quorum for the transaction of business. All
resolutions or other
61<PAGE>
<PAGE>
actions taken by the Committee at any meeting shall be by the
vote of a majority of those present at any such meeting. Upon
the unanimous concurrence, in writing, of the Participants at
the time in office, action of the Committee may be taken
otherwise than at a meeting.
62<PAGE>
<PAGE>
ARTICLE XIII
DISBURSEMENT OF FUNDS
_____________________
13.1 Payments From the Plan. The Trustee shall, from time
to time, on the written directions of the Company provided for in
the Plan, make payments out of the Trust to such persons, in such
manner, in such amounts and for such purposes as may be specified
in the written directions of the Company, and upon any such
payment being made, the amount thereof shall no longer constitute
a part of the Trust. The Trustee shall not be responsible in any
way with respect to the application of such payments or for the
administration of the Plan. The Trustee shall be under no duty
to enforce payment of any contributions to the Trust and shall
not be responsible for any inadequacy of the Trust to meet and
discharge any and all liabilities under the Plan. Should the
Company establish a Committee as provided in Article XII of this
Agreement, then the Trustee shall take its directions from the
Committee instead of the Employer as provided for in this
Section. The Company shall certify to the Trustee the names
and specimen signatures of the Participants of any such Committee
appointed by the Board to act as the Employer's agent to
administer the Plan. The Company shall promptly give notice to
the Trustee of changes in the Membership of the Committee, and
until such notice is received by the Trustee, it shall be fully
protected in assuming that the Membership of the Committee is
unchanged and is acting accordingly.
13.2 Nonresponsibility of Committee or Trustee . Neither
the Committee nor the Trustee shall be under any duty to inquire
into the correctness of the amounts contributed and paid over by
the Employer pursuant to Section 4.11, nor shall the Committee or
the Trustee be under any duty to enforce payment of any
contribution to be made hereunder by the Employer.
63<PAGE>
<PAGE>
ARTICLE XIV
COMPENSATION, EXPENSES AND TAXES
________________________________
14.1 Expenses. All expenses incurred in connection with
the administration of the Plan shall be paid by the Employer.
The compensation of the Trustee and the expenses incurred by the
Trustee in performance of its duties, including reasonable fees
for legal services rendered to the Trustee, and all other proper
charges and disbursements of the Trustee, may be paid by the
Employer, within its discretion, but until paid shall constitute
a charge upon the Trust. All taxes of any and all kinds
whatsoever that may be levied or assessed under existing or
future laws upon or in respect of the Trust or the income
thereof, and any expenses directly relating to the investments of
the Trust such as brokerage commissions, registration charges,
etc., shall be paid from the Trust.
64<PAGE>
<PAGE>
ARTICLE XV
POWERS OF TRUSTEES
__________________
In the administration of the Trust hereby created, the
Trustee shall have the following powers and authority, except as
provided otherwise in Section 11.4:
15.1 Purchase of Property. To purchase, or subscribe for,
any securities or property and to retain the same in trust,
except as provided in Section 15.15 herein.
15.2 Sale, Exchange, Conveyance and Transfer of Property.
To sell, exchange, convey, transfer, or otherwise dispose of, any
securities of property held by it, by private contract or at
public auction, and no person dealing with the Trustee shall be
bound to see to the application of the purchase money or to
inquire into the validity, expediency or propriety of any such
sale or other disposition.
15.3 Exercise of Owner's Rights. Subject to Article XI and
Section 15.14, to vote upon any stocks, bonds, mutual funds or
other securities to the extent directed by Participants or the
Administrator, or, if no direction is received, to vote such
shares within its discretion if all proxies are provided in a
timely manner to the Trustee; to give general or special proxies
or powers of attorney with or without power of substitution; to
exercise any conversion privileges, subscription rights or other
options, and to make any payments incidental thereto; to oppose,
or to consent to, or otherwise participate in, corporate
reorganizations or other change affecting corporate securities,
and to delegate discretionary powers, and to pay any assessments
or charges in connection therewith; and generally to exercise any
of the powers of an owner with respect to stocks, bonds,
securities, or other property held as part of the Trust.
15.4 Right to Borrow. To borrow or raise monies for the
purposes of the Trust in such amount, and upon such terms and
conditions, as the Trustee in its absolute discretion may deem
advisable; and, for any sums so borrowed, to issue its promissory
note as Trustee, and to secure the repayment thereof by pledging
all, or any part of, the Trust; and no person lending money to
the Trustee shall be bound to see to the application of the
money lent or to inquire into the validity, expediency or
propriety of any such borrowing.
15.5 Settlement of Claims and Debts. To settle,
compromise, or submit to arbitration any claims, debts or damages
due or owing to or from the Trust, to commence or defend suits or
legal or administrative proceedings, and to represent the Trust
in all suits and legal and administrative proceedings.
65<PAGE>
<PAGE>
15.6 Retention of Cash. To keep such portion of the Trust
in cash or cash balances as the Trustee may, from time to time,
deem to be in the best interests of the Trust created hereby, it
being understood that the Trustee shall invest such cash
balances in an interest bearing account.
15.7 Retention of Property Acquired. To accept and retain
for such time as it may deem advisable any securities or other
property received or acquired by it as Trustee hereunder, whether
or not such securities or other property would normally be
purchased as investments hereunder.
15.8 Maintaining Real Estate. To repair, alter or improve
any building which may be on any real estate forming part of the
Trust, if applicable, or to erect entirely new structures
thereon.
15.9 Mortgage Powers. To renew or extend, or to
participate in the renewal or extension of, any mortgage, upon
such terms as may be deemed advisable, and to agree to a
reduction in the rate of interest on any mortgage or to any other
modification or change in the terms of any mortgage or of any
guarantee pertaining thereto, in any manner and to any extent
that may be deemed advisable for the protection of the Trust or
the preservation of the value of the investment; to waive any
default, whether in the performance of any covenant or condition
of any mortgage or in the performance of any guarantee, or to
enforce any such default, in such manner and to such extent as
may be deemed advisable; to exercise and enforce any and all
rights of foreclosure; to bid in property or foreclosure; to take
a deed in lieu of foreclosure with or without paying a
consideration therefore and in connection therewith to relieve
the obligation on the bond secured by such mortgage; and to
exercise and enforce in any action, suit or proceeding at law or
in equity any rights or remedies in respect to any mortgage or
guarantee.
15.10 Registration of Investment. To register any
investments held as part of the Trust in its own name or in the
name of a nominee and to hold any investment in bearer form, but
the books and records of the Trustee shall at all times show
that all such investments are part of the Trust.
15.11 Employment of Agents and Counsel. To employ suitable
agents and counsel (who may be counsel for the Employer), and to
pay their reasonable expenses and compensation.
15.12 Execution of Instruments. To make, execute,
acknowledge and deliver any and all documents of transfer and
conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted.
15.13 Power To Do Any Necessary Act. To do all such acts
and proceedings and exercise all such rights and privileges,
although not specifically mentioned herein, as necessary
or proper for the accomplishment of the foregoing power.
66<PAGE>
<PAGE>
15.14 Investment in Real Property or Securities of Employer;
Voting of Employer Stock. The Trustee may, as and when directed
in accordance with Article XI, invest in qualifying Employer
securities and/or qualifying employer real property, as such
terms are defined under ERISA. Any and all stock contributed to
the Plan allocated to the Participants' Accounts shall be voted
by the Trustees in accordance with instructions from the
Participants. In the event that a Participant does not provide
the Trustee with instructions on how to vote the stock allocated
to his Account in a reasonable time, the Trustee shall vote such
shares in its own discretion if all proxy information is provided
in a timely manner to the Trustee.
15.15 General Investment Powers. To invest and reinvest any
principal and income of the Trust and keep the Trust invested,
without distinction between principal and income, in such
property, real or personal, wherever situated, as the Trustee
shall deem advisable, including but not limited to stocks, common
or preferred, trust and participation certificates, bonds and
mortgages (including part interest in bonds and mortgages or
notes and mortgages insured by the Federal Housing
Administration) leaseholds on improved and unimproved real
estate, obligations of the Employer, and other evidences of
indebtedness or ownership, irrespective of whether such property
shall be of such character as authorized by applicable law from
time to time for Trust investments. Without limiting the
generality of the foregoing, the Trustee shall, as and when
directed by the Employer, invest a portion of the Trust in life
annuity or other contracts issued by any insurance companies
approved by the Employer and shall deal with such contracts as
directed by the Employer. The Trustee shall handle all such
investments without liability for any loss if the investments are
selected and diversified by the Trustee with care, skill,
prudence and diligence under the circumstance then prevailing
that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like
character and with like aims, subject to the provisions of
Sections 404 and 406 of ERISA.
15.16 Power to Participate in Commingled Trust. To
transfer, at any time and from time to time, such part or all of
the Trust as it shall be deemed advisable to a Trustee, to any
Trust which has been qualified under Section 401(a) and is exempt
under Section 501(a) of the Code, in accordance with Rev. Rul.
81-100, and which is maintained as a medium for the collective
investment of funds of pension, profit-sharing or other employee
benefit Trusts whether or not the Trustee may act as Trustee of
such Trust from time to time, and to withdraw any part or all of
the Trust so transferred, upon the approval of the Company. The
provisions of any such Trust shall be deemed a part of this
Agreement.
15.17 Mutual Fund Authorization. Authorization is hereby
given by the Company for investment of assets of the Plan in
shares of any mutual funds (the "Funds") upon the direction of
the Administrator or its designee. In giving such authorization,
it is acknowledged that the Trustee may serve as Investment
Adviser to any or all of the Funds and that the Funds may be
administered and distributed by companies which are unaffiliated
with the Trustee. It is also acknowledged that the Trustee is
entitled to and shall receive fees for acting as Investment
Adviser to the Funds ("Fund Advisory Fees"). The Fund Advisory
Fees are based on the net asset value of each of the Funds and
vary among the Funds as set forth in any applicable prospectuses.
It is
67<PAGE>
<PAGE>
further acknowledged that the Trustee may receive various
benefits resulting from investment of assets of the Plan in the
Funds, which could result in increased net asset values of the
Funds and, in turn, increased Fund Advisory Fees for the Trustee.
In addition, other service providers to the Funds may receive
compensation from the Funds as set forth in any applicable
prospectuses.
No sales or redemption fees shall be charged the Plan
for assets invested in any such Funds and no account level
investment management fee shall be charged the Plan by the
Trustee for assets invested in the Funds although the Trustee may
receive the Fund Advisory Fees. The Trustee may consider
investment in the Funds appropriate due to the diversification of
Plan investments, the daily liquidity of the Funds, the daily
information available and the fact that they are managed in
accordance with the fiduciary standards of the Trustee.
The Company, by signing this Plan and Trust
acknowledges and agrees, in accordance with applicable law, that:
it is a fiduciary of the Plan independent and unrelated to the
Trustee; it will request and receive copies of all current
prospectuses for any Funds and the Trustee's relevant schedule of
fees, as revised periodically, which together document the
various fees applicable to the Plan (including any fees for
investment of assets of the Plan in the Funds), and approval is
hereby given to such fees, including the Fund Advisory Fees; it
understands that there are no limits to the Trustee investing
assets in the applicable Funds in accordance with the terms
specified herein.
15.18 Effective Date of Trust Provisions. A separate Trust
Agreement may exist with the Trustee (the "Prior Trust"). The
terms and conditions of the Prior Trust, if any, shall control
the investment and distribution of all Plan assets, and the
responsibilities of the Trustee, until the Trustee executes this
Plan document. However, all other provisions of this Plan shall
apply with regard to the entitlement to benefits, contributions
and all other provisions addressed in this Plan.
68<PAGE>
<PAGE>
ARTICLE XVI
MAINTENANCE OF RECORDS
______________________
16.1 Maintenance of Records. It is understood and agreed
that deposits and withdrawals may be made directly to and from
the underlying funds including mutual funds which comprise the
Trust Fund hereunder. Transfers may be made directly between
such underlying funds. If withdrawals from the Trust Fund are
made, such withdrawals shall be delivered by the Trustee. The
Trustee is authorized and shall be fully protected in relying
upon those asset and transaction reports which are provided to
the Trustee by those mutual funds which comprise the underlying
funds of this Trust Fund and on asset and transaction reports
received from the Administrator or the Administrator's designee.
As soon as practicable after the end of each Plan year or after
the removal or resignation of the Trustee, the Trustee shall
render a written account to the Company of all transactions in
the Trust for the Plan year or for the period from the period
covered by the last account up to the resignation or removal of
the Trustee. The Trustee may fulfill its obligation hereunder by
forwarding to the Company the asset and transaction reports for
the same period received from the mutual funds and Administrator,
or the Administrator's designee, supplemented, if need be, by
reports of any transactions in the Trust Fund which are not
contained in such asset and transaction reports of the mutual
funds and Administrator, or the Administrator's designee. After
the mailing of such account by the Trustee, the Company shall
promptly notify the Trustee in writing of its approval or
disapproval thereof. Such approval of any statement of account
shall constitute an account stated between the Trustee and the
Company as to all matters embraced therein and shall be binding
upon the Employer to the same extent as if the account had been
settled and allowed in proceeding before a court of competent
jurisdiction. In case the Company fails to notify the Trustee in
writing of its disapproval of the written account within 120 days
after receipt of the written account, as between the Company and
the Trustee, the latter shall be released as to all matters
embraced therein, with the same force and effect as if the same
had been duly approved in writing.
69<PAGE>
<PAGE>
ARTICLE XVII
REMOVAL, RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEE
_________________________________________________________
17.1 Successor Trustee. The Trustee may be removed by the
Company at any time upon 60 days written notice to such Trustee .
The Trustee may resign at any time upon 60 days notice to the
Company in writing. Upon such removal or resignation of a
Trustee, the Company shall appoint a successor who shall have the
same powers and duties as those conferred upon the departing
Trustee hereunder, and upon acceptance of such appointment by
the successor Trustee, the departing Trustee shall assign,
transfer and pay over to such successor Trustee the funds and
properties then constituting the Trust and, in that connection,
shall cause, if requested in writing by the successor Trustee,
any part thereof then held in any commingled trust to be
withdrawn therefrom. The departing Trustee is authorized,
however, to reserve such sum of money, as it may deem advisable,
for payment of its fees and expenses in connection with the
settlement of its account or otherwise, and any balance of such
reserve remaining after the payment of such fees and expenses
shall be paid over to the successor Trustee.
70<PAGE>
<PAGE>
ARTICLE XVIII
IMMUNITY OF TRUSTEES
____________________
18.1 Consultation with Counsel. The Trustee may from time
to time consult with counsel, who may be counsel for the
Employer, and shall be fully protected in acting upon the advice
of counsel.
18.2 Trustee Not Liable in Administration of the Trust.
The Trustee shall not (except as may be otherwise provided in
Section 405 of ERISA) be held responsible for any loss to the
Trust, a Participant or a Beneficiary resulting from a breach of
duty committed by any other fiduciary or party-in-interest unless
the Trustee had knowledge of or participated in any such breach
of duty. The Company agrees to indemnify and to hold the Trustee
harmless from any liability in the administration of the Trust,
unless arising from the Trustees' own negligence or willful
misconduct. The Trustee shall not (except as may be required by
law) give any bond or other security for the faithful performance
of its duties under this Plan.
18.3 Actions Governed by Corporate Resolution. Except as
otherwise herein specifically provided, any action by the Company
pursuant to any of the provisions of this Plan shall be evidenced
by (1) a resolution of its Board (or similar governing body)
certified to the Trustee over the signature of its Secretary or
Assistant Secretary or other duly authorized agent under the
corporate seal, if any, or (2) by appropriate written
authorization of any person or committee to which the Board has
delegated the authority to take such action, and the Trustee
shall be fully protected in acting in accordance with any such
resolution or other authorization.
18.4 Certification of Employer. The Trustee shall be fully
protected in relying upon a certification of an employee of the
Employer and also in relying upon the certification of any
officer or agent of the Employer, and in continuing to rely upon
such certification until a subsequent certification is filed with
the Trustee. The Trustee shall be fully protected in acting
upon any instrument, certificate or paper believed by it to be
genuine and to be signed or presented by the proper person or
persons, and the Trustee shall be under no duty to make any
investigation or inquiry as to any statement contained in any
such writing, but may accept the same as conclusive evidence of
the truth and accuracy of the statements therein contained. The
Trustee shall not be liable for the proper application of any
part of the Trust if action is taken by the Trustee in accordance
with the written directions of the Employer as herein provided.
18.5 Not Required to Participate in Litigation. The
Trustee shall not be required to participate in any litigation
either for the collection of monies or other property due the
Trust, or in defense of any claim against the Trust unless the
Trustee shall have been indemnified to its satisfaction against
all expense and liability to which the Trustee might become
subject; but upon the written directions of the Company, the
Trustee may compromise, settle, or adjust claims arising out of
any insurance company contracts.
71<PAGE>
<PAGE>
18.6 Standard of Trustee's Care for Participant Investment
Direction. In accordance with Section 404(c) of ERISA and the
Participant investment direction provisions of Article XI of the
Plan, to the extent Participant's exercise discretion regarding
the investment of any Trust assets, the Trustee's only duty shall
be to invest the Trust's assets in accordance with the
Participants' directions given pursuant to Article XI of the
Plan. The Trustee shall not have any duty to question the
soundness of a Participant's instructions concerning the
investment direction of such Participant's account or portion
thereof, nor to review or make any recommendation of its own with
respect to the making or retention of any such investment. The
Trustee shall have no liability to any person for any action
taken or omitted in accordance with any instructions given by the
Participant's account or portion thereof, or for the failure of
such Participant to given such directions.
18.7 Directions of Administrator. The Administrator or
Committee may appoint any individual or firm to perform certain,
or all, of its functions including ministerial actions and
direction of the Trustee, excluding any fiduciary
responsibilities. The Trustee shall be notified of such
appointment and provided specimen signatures of the individual,
or individuals, in the firm who may direct the Trustee, and the
Trustee shall be fully protected in relying upon directions
provided in accordance with any such appointments.
72<PAGE>
<PAGE>
ARTICLE XIX
AMENDMENT, DISCONTINUANCE, TERMINATION AND MERGER
_________________________________________________
19.1 Company Right to Amend, Modify, Suspend Or Terminate
the Plan. While the Company intends to continue the Plan
indefinitely, it reserves the right at any time and from time
to time to amend, modify, suspend or discontinue this Plan in
whole or in part by action of the Board; provided, however,
except as in Section 19.2 herein, the Company shall have no power
to amend, modify, suspend or discontinue the Plan in such manner
as will cause or permit any part of the funds accumulated under
the Plan to be diverted to purposes other than for the exclusive
benefit of the Participants, Former Participants, retired
Participants or their Beneficiaries or as will cause or permit
any portion of the funds to revert to or become the property of
the Employer, and provided further, that no amendment shall
deprive Participants, Former Participants, retired Participants
or their Beneficiaries of any rights then vested in or accrued to
them. Any amendment, modification, suspension or discontinuance
of this Plan shall be made by written notice delivered to the
Trustee, provided that no such amendment which affects the
rights, duties or responsibilities of the Trustee may be made
without its consent.
In no event, however, shall any amendment to the Plan,
or merger of any plan into this Plan, have the effect of reducing
a Participant's accrued benefit other than an amendment described
in Section 412(c)(8) of the Code or Section 4281 of ERISA. For
purposes of this Section, a Plan amendment which has the effect
of (1) eliminating or reducing an early retirement benefit or a
retirement-type subsidy, or (2) eliminating an optional form of
benefit, with respect to benefits attributable to service before
the amendment shall be treated as reducing benefits hereunder.
In the case of a retirement-type subsidy, the preceding sentence
shall apply only with respect to a Participant who satisfies
(either before or after the amendment) the pre-amendment
conditions for the subsidy. In general, a retirement-type
subsidy is a subsidy that continues after retirement, but does
not include a qualified disability benefit, a medical benefit, a
social security supplement, a death benefit (including life
insurance), or a plant shutdown benefit (that does not continue
after retirement age). Furthermore, no amendment to the Plan
shall have the effect of decreasing a Participant's vested
interest determined without regard to such amendment as of the
later of the date such amendment is adopted, or becomes
effective.
Except as permitted under the Code or any Regulations
(including Treas. Reg. Section 1.411(d)-4), no Plan amendment or
transaction having the effect of a Plan amendment (such as a
merger, plan transfer or similar transaction) shall be effective
if it eliminates or reduces any "Section 411(d)(6) protected
benefit" or adds or modifies conditions relating to "Section
411(d)(6) protected benefits" the result of which is a further
restriction on such benefit unless such protected benefits are
preserved with respect to benefits accrued as of the later of the
adoption date or effective date of the amendment. "Section
411(d)(6) protected benefits" are benefits described in Section
411(d)(6)(A) of the Code, such as early retirement benefits and
retirement-type subsidies, and optional forms of benefit.
73<PAGE>
<PAGE>
An Employer other than the Company can terminate its
participation in the Plan by providing 30 days written notice to
the Company and the Trustee.
19.2 Participants' Protection if Plan is Terminated.
(a) Upon the complete discontinuation of contributions
to the Plan, or the complete or partial termination of the Plan,
the rights of all affected Employees under the Plan shall become
fully vested and nonforfeitable. After the occurrence of any of
these events, and notification of the Trustee of the occurrence
thereof, all Accounts shall be revalued as if the termination
date were a Valuation Date, and the Account Balances shall be
distributed in accordance with Article VII.
If the Plan is partially or completely terminated or
contributions are completely discontinued no further
contributions shall be made by the Employer; but the Trust shall
be administered as though the Plan were otherwise in full force
and effect until all assets are distributed.
(b) Upon a Plan termination, or upon the dissolution
or liquidation of the Employer, the assets shall be paid out by
the Trustee, as and when directed by the Committee, in accordance
with the provisions of Section 19.2 herein. Notwithstanding the
foregoing, the Administrator may instruct the Trustee to delay
distribution of the Plan's assets until it has received a
determination from the Internal Revenue Service that the
termination does not adversely impact the Plan's qualified status
under Section 401 of the Code.
19.3 Merger. No merger or consolidation with, or transfer
of any of the Plan's assets or liabilities to, any plan shall
occur at any time unless each Participant would receive (as if
the Plan had then terminated) a benefit immediately after the
merger, consolidation, or transfer which is equal to or greater
than the benefit he would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the
Plan had then terminated).
74<PAGE>
<PAGE>
ARTICLE XX
TOP HEAVY STATUS
________________
20.1 Top Heavy Plan Requirements.
For any Top Heavy Plan Year, the Plan shall provide
the following:
(a) A special minimum contribution and allocation
requirements of Section 416(c) of the Code pursuant to Section
5.2 of the Plan;
(b) For Plan Years beginning before January 1, 1989,
the maximum amount of Compensation taken into consideration for
purposes of determining contributions under the Plan for any
Participant for any such Plan Year shall be $200,000 (or such
other amount as may be prescribed under Treasury regulations).
20.2 Determination of Top Heavy Status.
(a) This Plan shall be a Top Heavy Plan for any Plan
Year in which, as of the Determination Date, (1) the Present
Value of Accrued Benefits of Key Employees and (2) the sum of the
Aggregate Accounts of Key Employees under this Plan and all plans
of an Aggregation Group, exceeds 60 percent of the Present Value
of Accrued Benefits and the Aggregate Accounts of all Key and
Non-Key Employees under this Plan and all plans of an Aggregation
Group.
If any Participant is a Non-Key Employee for any Plan
Year, but such Participant was a Key Employee for any prior Plan
Year, such Participant's Present Value of Accrued Benefit and/or
Aggregate Account Balance shall not be taken into account for
purposes of determining whether this Plan is a Top Heavy or Super
Top Heavy Plan (or whether any Aggregation Group which includes
this Plan is a Top Heavy Group). In addition, if a Participant
or Former participant has not performed any service for any
Employer maintaining the Plan at any time during the 5 year
period ending on the Determination Date, the Aggregate Account
and/or Present Value of Accrued Benefit for such participant or
Former Participant shall not be taken into account for the
purposes of determining whether this Plan is a Top Heavy or Super
Top Heavy Plan.
(b) This Plan shall be a Super Top Heavy Plan for any
Plan Year in which, as of the Determination Date, (1) the Present
Value of Accrued Benefits of Key Employees and (2) the sum of the
Aggregate Accounts of Key Employees under this Plan and all plans
of an Aggregation Group, exceed 90 percent of the Present Value
of Accrued Benefits and the Aggregate Accounts of all Key and
Non-Key Employees under this Plan and all plans of an Aggregation
Group.
(c) Aggregate Account: A Participant's Aggregate
Account as of the Determination Date is the sum of:
75<PAGE>
<PAGE>
(1) The Participant's Account Balance as of the
most recent valuation occurring within a 12 month period ending
on the Determination Date.
(2) Contributions that would be allocated as of a
date not later than the Determination Date, even though those
amounts are not yet made or required to be made.
(3) Any Plan distributions made within the Plan
Year that includes the Determination Date or within the 4
preceding Plan Years. However, in the case of distributions
made after the Valuation Date and prior to the Determination
Date, such distributions are not included as distributions for
Top Heavy purposes to the extent that such distributions are
already included in the Participant's Aggregate Account balance
as of the Valuation Date. Notwithstanding anything herein to the
contrary, all distributions, including distributions made prior
to January 1, 1984, and distributions under a terminated plan
which if it had not been terminated would have been required to
be included in an Aggregation Group, will be counted. Further,
distributions from the Plan (including the cash value of life
insurance policies) of a Participant's Account Balance because of
death shall be treated as a distribution for the purposes of this
paragraph.
(4) Any Employee contributions, whether voluntary
or mandatory. However, amounts attributable to tax deductible
qualified employee contributions (as defined in Section 219(e) of
the Code) shall not be considered to be a part of the
Participant's Aggregate Account balance.
(5) With respect to unrelated rollovers and
plan-to-plan transfers (ones which are both initiated by the
Employee and made from a plan maintained by one employer to a
plan maintained by another employer), if this Plan provides the
rollovers or plan-to-plan transfers, it shall always consider
such rollover or plan-to-plan transfer as a distribution for the
purposes of this Section. If this Plan is the Plan accepting
such rollovers or plan-to-plan transfers, it shall not consider
such rollovers or plan-to-plan transfers accepted after December
31, 1983 as part of the Participant's Aggregate Account balance.
However, rollovers or plan-to-plan transfers accepted prior to
January 1, 1984 shall be considered as part of the Participant's
Aggregate Account Balance.
(6) With respect to related rollovers and
plan-to-plan transfers (ones either not initiated by the Employee
or made to a plan maintained by the same employer), if this
Plan provides the rollover or plan-to-plan transfer, it shall not
be counted as a distribution for purposes of this Section. If
this Plan is the Plan accepting such rollover or plan-to-plan
transfer, it shall not consider such rollover or plan-to-plan
transfer accepted after December 31, 1983 as part of the
Participant's Aggregate Account balance, irrespective of the date
on which such rollover or plan-to-plan transfer is accepted.
(d) "Aggregation Group" means either a Required
Aggregation Group or a Permissive Aggregation Group as
hereinafter determined.
76<PAGE>
<PAGE>
(1) Required Aggregation Group: In determining a
Required Aggregation Group hereunder, each plan of the Employer
in which a Key Employee is a Participant, and each other plan of
the Employer which enables any plan in which a Key Employee
participates to meet the requirements of Sections 401(a)(4) or
410 of the Code, will be required to be aggregated. Such group
shall be known as a Required Aggregation Group.
In the case of a Required Aggregation Group, each plan in
the group will be considered a Top Heavy Plan if the Required
Aggregation Group is a Top Heavy Group. No plan in the Required
Aggregation Group will be considered a Top Heavy Plan if the
Required Aggregation Group is a not a Top Heavy Group.
(2) Permissive Aggregation Group: The Employer
may also include any other plan not required to be included in
the Required Aggregation Group, provided the resulting group,
taken as a whole, would continue to satisfy the provisions of
Sections 401(a)(4) and 410 of the Code. Such group shall be
known as a Permissive Aggregation Group.
In the case of a Permissive Aggregation Group, only a plan
that is part of the Required Aggregation Group will be considered
a Top Heavy Plan if the Permissive Aggregation Group is a Top
Heavy Group. No plan in the Permissive Aggregation Group will be
considered a Top Heavy Plan if the Permissive Aggregation Group
is a not a Top Heavy Group.
(3) Only those plans of the Employer in which the
Determination Dates fall within the same calendar year shall be
aggregated in order to determine whether such plans are Top Heavy
Plans.
(4) An Aggregation Group shall include any
terminated plan of the Employer if it was maintained within the
last 5 years ending on the Determination Date.
(e) Present Value of Accrued Benefit: In the case of
a defined benefit plan, a Participant's present value of accrued
benefit shall be as determined under the provisions of the
applicable defined benefit plan.
(f) "Top Heavy Group" means an Aggregation Group in
which, as of the Determination Date, the sum of:
(1) the present value of accrued benefits of Key
Employees under all defined benefit plans included in the group,
and
(2) the Aggregate Accounts of Key Employees under
all defined contribution plans included in the group exceeds 60
percent of a similar sum determined for all Participants.
77<PAGE>
<PAGE>
ARTICLE XXI
QUALIFIED DOMESTIC RELATIONS ORDERS
___________________________________
21.1 Qualified Domestic Relations Orders.
(a) For purposes of this Article, a "qualified
domestic relations order" (QDRO) shall mean a "domestic relations
order" which creates or recognizes the existence of an alternate
payee's right to receive all or a portion of the benefits payable
with respect to a Participant under the Plan.
(b) For purposes of this Article, a "domestic
relations order" shall mean any judgment, decree or order which
relates to the payment of child support, alimony or marital
property rights, and is made pursuant to State domestic relations
law.
(c) The Administrator shall provide prompt notice to
the Participant, any alternate payees, and any other parties
within the Administrator's knowledge likely to be affected
by the order, of: (1) the receipt of a "domestic relations
order" and (2) his determination pursuant to Section 21.2 as to
whether such order qualifies as a QDRO.
(d) For purposes of this Article, "alternate payee"
shall mean any spouse, former spouse, child or other dependent of
a Participant who is recognized by a "domestic relations order"
as having a right to receive all, or a portion of, the benefits
payable under the Plan with respect to such Participant.
21.2 Determination of Qualification of Domestic Relations
Order.
(a) Within a reasonable period of time after the
receipt of a "domestic relations order" by the Administrator, he
shall make a determination as to whether such order qualifies as
a QDRO by ensuring that the order meets at least the following
requirements:
(1) Clearly specifies the name and the last known
mailing address (if any) of the Participant and the name and
mailing address of each alternate payee,
(2) Clearly specifies the amount or percentage of
the Participant's Account Balance to be paid by the Plan to each
such alternate payee, or the manner in which such amount or
percentage is determined,
(3) Clearly specifies the number of payments or
period to which such order applies,
(4) Clearly specifies each Plan to which such
order applies,
78<PAGE>
<PAGE>
(5) Does not require the Plan to provide any type
or form of benefit, or any option, not otherwise provided under
the Plan, except as otherwise provided in Section 414(p)(4) of
the Code,
(6) Does not require the Plan to provide
increased benefits, (determined on the basis of actuarial value),
and
(7) Does not require the payment of benefits to
another alternate payee under another order previously determined
to be a QDRO.
(b) While the qualified status of an order is being
determined by the Administrator, Plan benefits which would have
been payable to an alternate payee during such period if the
order had been determined to be a QDRO, shall be segregated in a
separate account. In no event, however, shall such separate
account be maintained for a period exceeding 18 months. If no
determination with respect to the order is made within 18 months,
benefits are to be distributed without regard to the order until
such time as the status of the order is determined in favor of
the alternate payee, if at all.
(c) The Administrator shall administer the alternate
payee's benefits as provided in the QDRO. However, if the QDRO
fails to provide for such administration, the Administrator
shall, in his sole discretion, administer the alternate payee's
benefits in any reasonable manner consistent with the Plan and
the QDRO.
79<PAGE>
<PAGE>
ARTICLE XXII
LOANS TO PARTICIPANTS
_____________________
22.1 Loan Application. Each Participant who is an Employee
of the Employer and any other Participant or Beneficiary who is a
party in interest as defined in ERISA, but who is not an
owner-employee within the meaning of Section 401(c)(3) of the
Code (unless an exemption from the prohibited transaction rules
of the Code and ERISA has been obtained with respect to such
owner-employee) may apply for a loan from the Plan. All
applications shall be made to the Administrator on forms which it
prescribes, and the Administrator shall rule upon such
applications in a uniform and nondiscriminatory manner in
accordance with the rules and guidelines established in this
Article.
22.2 Loan Approval.
(a) The Administrator shall have the right to reject
a loan application if the Participant has the present intention
to take a personal leave of absence during the period of loan
repayment or on the basis of a Participant's credit worthiness
and financial need or such other factors as would be considered
in a normal commercial setting by an entity in the business of
making loans and as the Administrator determines necessary to
safeguard the Trust.
(b) A Participant may not have more than one loan
outstanding at any time.
(c) If a loan is approved a Participant's Account will
be charged a $15 fee to cover the costs associated with the
processing of the loan.
22.3 Amount of Loan.
(a) The minimum amount of any loan shall be $1,000.
In no event shall the loan amount exceed 50% of the vested value
of all the Participant's Accounts under the Plan, including
Employee Savings, Rollover, After-Tax, Matching, Discretionary
Base and Discretionary Supplemental Contributions Accounts
determined as of the Valuation Date immediately preceding the
date on which the loan application is received by the
Administrator.
(b) The amount of any loan, when added to the amount
of a Participant's outstanding loans under the Plan and all other
plans qualified under Section 401(a) of the Code which are
sponsored by the Employee or any Affiliated shall not exceed the
lesser of:
(1) $50,000, reduced by the excess (if any) of:
80<PAGE>
<PAGE>
(A) The participant's highest outstanding
balance of loans during the one-year period ending on the day
before the date on which such loan is made to the Participant,
over
(B) The outstanding balance of loans made to
the Participant on the date such loan is made to the Participant;
or
(2) 50% of the value of the Participant's
nonforfeitable Account.
22.4 Terms of Loan.
(a) The interest rate on loans shall be: (1)
determined by the Administrator, (2) commensurate with rates
charged for similar loans by entities in the business of making
loans, and (3) adjusted from time to time as circumstances
warrant. Each loan granted pursuant to this Article shall be
secured by 50% of the Participant's Account Balance. In its sole
discretion, the Administrator may require such additional
security of assets outside of the Plan as it deems necessary.
(b) Each loan shall be evidenced by the Participant's
execution of a personal demand note on such form as shall be
supplied by the Administrator. Each such note shall specify
that, to the extent repayment is not demanded sooner, repayment
shall be included in installments over 12, 24, 36, 48 or 60
months from the date on which the loan is distributed; however,
if the purpose of the loan is to acquire any dwelling unit which
is to be used within a reasonable period of time as the principal
residence of the Participant, the period of repayment may exceed
60 months. All loans from the Plan shall be non-renewable. Each
note shall also specify the interest rate as determined by the
Administrator at the time the loan is approved.
(c) All loans shall be repaid in approximately equal
installment (not less frequently than quarterly) through payroll
deductions or in such other manner as the Administrator may
determine. A Participant may repay all or any portion of the
outstanding balance of any loan in at any time by notifying the
Administrator of his intent to do so and by forwarding to the
Administrator payment of the amount of the then outstanding
balance, plus interest accrued to the date of payment, intended
to be repaid. The loan shall be considered to be an investment
of the Participant's Account, and the amount of principal and
interest repaid by a Participant shall be credited to a
Participant's Account as each repayment is made and reinvested in
accordance with the Participant's investment election for
contributions in effect at the time of repayment.
(d) If, and only if:
(1) The Participant dies;
81<PAGE>
<PAGE>
(2) The Participant (other than a Participant who
continues to be a party in interest) has a separation from
service;
(3) The Compensation of a Participant who is an
Employee is discontinued and decreased below the amount necessary
to amortize the loan and such status continues for more than one
year;
(4) The loan is not repaid by the time the note
matures including any extensions pursuant to subsection (d);
(5) The Participant attempts to revoke any
payroll deduction authorization for repayment of the loan without
the consent of the Administrator;
(6) The Participant fails to pay any installment
of the loan when due and the Administrator elects to treat such
failure as default; or
(7) Any other event occurs which the
Administrator, in its sole discretion, believes may jeopardize
the repayment of the loan; before a loan is repaid in full, the
unpaid balance thereof, with interest due thereon, shall become
immediately due and payable. The Participant (or his
Beneficiary, in the event of the Participant's death) may satisfy
the loan by paying the outstanding balance of the loan within
such time as may be specified in the note. If the loan and
interest are not repaid within the time specified, the
Administrator shall satisfy the indebtedness from the amount of
the Participant's vested interest in his Account as provided in
Section 22.5 before making any payments otherwise due hereunder
to the Participant or his Beneficiary.
22.5 Enforcement. The Administrator shall give written
notice to the Participant (or his Beneficiary in the event of the
Participant's death) of an event of default described in
subsection (e) of Section 22.4. If the loan and interest are not
paid within the time period specified in the notice, the amount
of the Participant's Accounts, to the extent such Accounts are
security for the loan, shall be reduced by the amount of the
unpaid balance of the loan, with interest due thereon, and the
Participant's indebtedness shall thereupon be discharged to the
extent of the reduction. If the Accounts pledged as security for
the loan are insufficient to discharge fully the Participant's
indebtedness, the Participant's future Accounts shall be used to
reduce the Participant's indebtedness at such time as the
Participant has a separation from service or is otherwise
entitled to a distribution under Article VII or a withdrawal
under Section 7.6 from his Employee Savings Contribution Account.
Such action shall not operate as a waiver of the rights of the
Employer, the Administration, the Trustee , or the plan under
applicable law. The Administration also shall be entitled to
take any and all other action necessary and appropriate to
foreclose upon any property other than the Participant's Account
pledged as security for the loan or to otherwise enforce
collection of the outstanding balance of the loan.
82<PAGE>
<PAGE>
22.6 Additional Rules. The Administration may establish
additional rules relating to Participant loans under the Plan,
which rules shall be applied on uniform and non-discriminatory
basis.
83<PAGE>
<PAGE>
ARTICLE XXIII
MISCELLANEOUS PROVISIONS
________________________
23.1 Non-Guarantee of Employment. Nothing contained in
this Plan shall be construed as a contract of employment between
the Employer and any Employee, or as a right of any Employee to
be continued in the employment of the Employer, or as a
limitation of the right of the Employer to discharge any Employee
with or without cause.
23.2 Rights to Assets. No Participant, Former Participant,
retired Participant or Beneficiary shall have any right to, or
interest in, any part of the Trust except as provided in the Plan
and Trust. All payments of benefits as provided for in this Plan
shall be made solely from the assets of the Trust.
23.3 Limitation of Liability. Neither the Employer, any
Participant of the Committee, nor the Trustee guarantees the
Trust in any manner against loss or depreciation, and none of
them shall be liable to any person for any act or failure to act
of any of them which is prudently made pursuant to law and the
provisions of the Plan and Trust, nor shall any of them be liable
for any breach of duty committed by any other Fiduciary or other
party-in-interest unless they knowingly participated in any such
breach of duty, had knowledge thereof, or should have had
knowledge thereof, and failed to act prudently to remedy any such
breach or to prevent the occurrence thereof.
23.4 Governing Law. This Plan and the Trust created hereby
shall be administered, construed and enforced according to the
laws of the State of Delaware and the Trustee shall be liable to
account only in the courts of that State. The Trustee may at any
time initiate an action or proceeding for the settlement of its
account, or for the determination of any questions of
construction which may arise or for instructions, and the only
necessary parties defendant to such action or proceeding shall be
the Employer, except that the Trustee may, if it so elects,
bring in as parties defendant any other person or persons.
23.5 Gender and Number. The masculine gender, where
appearing herein, shall be deemed to include the feminine gender,
and the singular shall be deemed to include the plural, unless
the context clearly indicates to the contrary.
23.6 Rollovers.
(a) Within the discretion of the Administrator, the
Plan may receive any amounts theretofore received by any
Employee, whether or not the Employee is a Participant, from a
qualified plan, either directly within 60 days after such
receipt, or through the medium of an individual retirement
account (IRA), provided that such contribution does not consist
of nor does the IRA contain any assets other than those
attributable to prior employer contributions under a qualified
plan. In addition, with the discretion of the Administrator, the
Plan may receive a
84<PAGE>
<PAGE>
direct payment of "eligible rollover distributions" (as defined
in Section 23.8(a)) from another qualified plan, which amounts
shall be deemed "direct rollover" contributions. No transfer
shall be permitted, however, unless in the opinion of legal
counsel for the Employer, the transfer will not jeopardize the
tax exempt status of the Plan or Trust or create adverse tax
consequences for the Employer. The amounts transferred shall be
set up in a separate account herein referred to as a
Participant's "Rollover Account." Such account shall be fully
vested at all times and shall not be subject to Forfeiture for
any reason.
(b) Amounts in a Participant's Rollover Account shall
be held by the Trustee pursuant to the provisions of this Plan,
and such amounts shall not be subject to Forfeiture for any
reason and may not be withdrawn by, or distributed to the
Participant, in whole or in part, except as provided in Paragraph
(c) of this Section.
(c) At Normal Retirement Date, or such other date when
the Participant or his Beneficiary shall be entitled to receive
benefits, the fair market value of the Participant's Rollover
Account shall be paid to the Participant in accordance with the
provisions of this Plan.
(d) The Administrator may direct that Employee
transfers made pursuant to this Section be segregated into a
separate account for each Participant in a federally insured
savings account, certificate of deposit in a bank or savings and
loan association, money market certificate, or other short-term
debt security acceptable to the Trustee until such time as the
allocations pursuant to this Plan have been made.
(e) Unless the Administrator directs that the
Participant's Rollover Account be segregated into a separate
account for each Participant in a federally insured savings
account, certificate of deposit in a bank or savings and loan
association, money market certificate, or other short-term debt
security acceptable to the trustee, it shall be invested as part
of the general Trust and shall share in any income earned
thereon, any investment gains and losses attributable thereto,
less any expenses, pursuant to the terms of this Plan.
(f) For purposes of this Section the term "amounts
transferred from another qualified plan" shall mean: (1)
distributions received by an Employee from another qualified
Plan which are eligible for tax free rollover to a qualified plan
and which are transferred by the Employee to this Plan within 60
days following his receipt thereof; (2) amounts transferred to
this Plan from a conduit individual retirement account provided
that the conduit individual retirement account has no assets
other than assets which (A) were previously distributed to the
Employee by another qualified plan as a lump sum distribution,
(B) were eligible for tax free rollover to a qualified plan and
(C) were deposited in such conduit individual retirement account
within 60 days of receipt thereof and other than earnings on said
assets; and (3) amounts distributed to the Employee from a
conduit individual retirement account meeting the requirements of
clause (2) above, and transferred by the Employee to this Plan
within 60 days of his receipt thereof from such conduit
individual retirement account. Prior to accepting any transfers
to which this Section applies, the Administrator may require the
Employee to establish that the amounts to be trans-
85<PAGE>
<PAGE>
ferred to this Plan meet the requirements of this Section and may
also require the Employee to provide an opinion of counsel
satisfactory to the Employer that the amounts to be transferred
meet the requirements of this Section.
(g) The Administrator shall not accept a distribution
from any other qualified retirement plan if the Administrator
determines that the transfer of such interest (1) would impose
upon this Plan requirements as to the form of distribution that
would not otherwise apply herein, (2) would otherwise result in
elimination of Code Section 411(d)(6) protected benefits, or
(3) would cause the Plan to be a direct or indirect transferee of
a plan to which the joint and survivor annuity requirements of
Sections 401(a)(11) and 417 of the Code apply.
23.7 Direct Transfers. No transfers which would cause the
Plan to be a direct or indirect transferee of a plan to which the
joint and survivor annuity requirements of sections 401(a)(11)
and 417 of the Code apply shall be permitted to be made to the
Plan directly from another qualified plan in a direct Trustee to
Trustee transfer.
23.8 Direct Rollovers. This Section applies to distribu-
tions made on or after January 1, 1993. Notwithstanding any
provision of the Plan to the contrary that would otherwise limit
a distributee's election under this Section, a distributee may
elec, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.
For purposes of this Section, the following definitions
shall apply:
(a) Eligible rollover distributions. An eligible
distribution is any distribution of all or any portion of the
balance to the credit of the distributee, except that an eligible
rollover distribution does not include: any distribution that is
one of a series of substantially equal periodic payments (not
less frequently than annually) made for the life (or life
expectancy) of the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to the
extent such distribution is required under Section 401(a)(9) of
the Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities.)
(b) Eligible retirement plan. An eligible retirement
plan is an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section
401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible
rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual
retirement annuity.
(c) Distributee. A distributee includes an Employee
or former Employee. In addition, the Employee's or former
86<PAGE>
<PAGE>
Employee's surviving spouse and the Employee's or former
Employee's spouse or former spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section
414(p) of the Code, are distributee with regard to the interest
of the spouse or former spouse.
(d) Direct rollover. A direct rollover is a payment
by the plan to the eligible retirement plan specified by the
distributee.
(e) As permitted under Revenue Procedure 93-47, if a
distribution is one to which Sections 401(a)(11) and 417 of the
Code do not apply, such distribution may commence less than 30
days after the notice required under Section 1.411(a)-11(c) of
the Income Tax Regulations is given, provided that:
(1) The Plan Administrator clearly informs the
participant that the participant has a right to a period of at
least 30 days after receiving the notice to consider the decision
of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and
(2) The participant, after receiving the notice,
affirmatively elects a distribution.
23.9 Spendthrift Clause.
(a) Subject to the exceptions provided below, no
benefit which shall be payable out of the Trust to any person
(including a Participant or his Beneficiary) shall be subject
in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber,
or charge the same shall be void; and no such benefit shall in
any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements, or torts of any such person, nor shall
it be subject to attachment or legal process for or against such
person, and the same shall not be recognized by the Trustee,
except to such extent as may be required by law.
(b) This provision shall not apply to the extent a
Participant or Beneficiary is indebted to the Plan, for any
reason, under any provision of this Plan. At the time a
distribution is to be made to or for a Participant's or
Beneficiary's benefit, such proportion of the amount distributed
as shall equal such indebtedness shall be paid by the Trustee to
the Trustee or the Administrator, at the direction of the
Administrator, to apply against or discharge such indebtedness.
Prior to making a payment, however, the Participant or
Beneficiary must be given written notice by the Administrator
that such indebtedness is to be so paid in whole or part from his
Participant's Account Balance. If the Participant or Beneficiary
does not agree that the indebtedness is a valid claim against his
vested Account Balance, he shall be entitled to a review of the
validity of the claim in accordance with procedures provided in
Article IX.
87<PAGE>
<PAGE>
(c) This provision shall not apply to a "qualified
domestic relations order" defined in Code Section 414(p), and
those other domestic relations orders permitted to be so treated
by the Administrator under the provisions of the Retirement
Equity Act of 1984. The Administrator shall establish a written
procedure to determine the qualified status of domestic relations
orders and to administer distributions under such qualified
orders. Further, to the extent provided under a "qualified
domestic relations order," a former spouse of a Participant shall
be treated as the spouse or surviving spouse for all purposes
under the Plan.
23.10 Annual Report of the Trustee. Within 60 days after
the latter of the Anniversary Date or receipt of the Employer's
contribution for each Plan Year, the Trustee shall furnish to the
Employer and the Committee a written statement of account with
respect to the Plan year for which such contribution was made
setting forth:
(a) The net income, or loss, of the Trust Fund;
(b) The gains, or losses, realized by the Trust Fund
upon sales or other disposition of the assets;
(c) The increase, or decrease, in the value of the
Trust Fund;
(d) All payments and distributions made from the Trust
Fund; and
(e) Such further information as the Trustee and/or the
Committee deems appropriate. The Employer, forthwith upon its
receipt of each such statement of account, shall acknowledge
receipt thereof in writing and advise the Trustee and the
Committee of its approval or disapproval thereof. Failure by the
Employer to disapprove any such statement of account within 90
days after its receipt thereof shall be deemed an approval
thereof. The approval by the Employer of any statement of
account shall be binding as to all matters contained therein as
between the Employer and the Trustee to the same extent as if the
Account of the Trustee had been settled by judgment or decree in
an action for a judicial settlement of its Account in a court
of competent jurisdiction in which the Trustee, the Employer and
all persons having or claiming an interest in the Plan were
parties; provided, however, that nothing herein contained shall
deprive the Trustee of its right to have its accounts judicially
settled if the Trustee so desires.
23.11 Audit.
(a) If an audit of the Plan's records shall be
required by the Act and the regulations thereunder for any Plan
Year, the Committee shall direct the Trustee to engage on behalf
of all Participants an independent qualified public accountant
for that purpose. Such accountant shall, after an audit of the
books and records of the Plan in accordance with generally
accepted auditing standards, within a reasonable period after the
close of the Plan Year, furnish to the Committee and the Trustee
a report of his audit setting forth his opinion as to whether
each
88<PAGE>
<PAGE>
of the following statements, schedules or lists, or any others
that are required by Section 103 of ERISA or the Secretary of
Labor to be filed with the Plan's annual report, are presented
fairly in conformity with generally accepted accounting
principles applied consistently;
(1) Statement of the assets and liabilities of
the Plan;
(2) Statement of changes in net assets available
to the Plan;
(3) Statement of receipts and disbursements, a
schedule of all assets held for investment purposes, a schedule
of all loans or fixed income obligations in default at the close
of the Plan Year;
(4) A list of all leases in default or
uncollectible during the Plan Year;
(5) The most recent annual statement of assets
and liabilities of any bank common or collective trust fund in
which Plan assets are invested or such information regarding
separate accounts or trusts with a bank or insurance company as
the Trustee and Committee deem necessary; and
(6) A schedule of each transaction or series of
transactions involving an amount in excess of 3 percent of Plan
assets.
All auditing and accounting fees shall be an
expense of and may, at the election of the Committee, be paid
from the Trust Fund.
(b) If some or all of the information necessary to
enable the Committee to comply with Section 103 of ERISA is
maintained by a bank, insurance company, or similar institution,
regulated and supervised and subject to periodic examination by a
state or federal agency, it shall transmit and certify the
accuracy of that information to the Committee as provided in
Section 103(b) of the Act within 120 days after the end of the
Plan Year or by such other date as may be prescribed under
regulations of the Secretary of Labor.
23.12 No Prohibited Transactions. Notwithstanding anything
to the contrary contained in this Plan, the Trustee shall not
permit any transaction which would constitute either (i) a
prohibited transaction under Sections 406 and 407 of ERISA and
which is not exempted under Section 408 of ERISA, or (ii) a
prohibited transaction under Section 4975 of the Code which is
not exempted under Section 4975 of the Code.
23.13 Quorum. A majority of the members of the Committee at
any time in office shall constitute a quorum for the transaction
of business. All resolutions or other actions taken by the
Committee shall be by vote of a majority of those present at a
meeting of the Committee, or without a meeting by instrument in
writing signed by all of the members of the Committee.
89<PAGE>
<PAGE>
23.14 Bonding. Every Fiduciary, except a bank or an
insurance company, unless exempted by ERISA and regulations
thereunder, shall be bonded in an amount not less than 10% of the
amount of the funds such Fiduciary handles; provided, however,
that the minimum bond shall be $1,000 and the maximum bond,
$500,000. The amount of funds handled shall be determined at the
beginning of each Plan Year by the amount of funds handled by
such person, group, or class to be covered and their
predecessors, if any, during the preceding Plan Year, of if there
is not preceding Plan Year, then by the amount of the funds to be
handled during the then current year. The bond shall provide
protection to the Plan against any loss by reason of acts of
fraud or dishonesty by the Fiduciary alone or in connivance with
others. The surety shall be a corporate surety company (as such
term is used in Section 412(a)(2) of ERISA), and the bond shall
be in a form approved by the Secretary of Labor. Notwithstanding
anything in the Plan to the contrary, the cost of such bonds
shall be an expense of and may, at the election of the Committee,
be paid from the Trust Fund or by the Employer.
23.15 Preclusion of Cut-Backs. In no event shall nay
provision of this Plan eliminate or reduce any benefit which is
protected under Section 411(d)(6) of the Code. If any benefit in
existence under any prior plan is inadvertently eliminated under
this Plan, the rights and conditions of such prior plan shall
remain in effect to protect such benefits.
23.16 Severability. Should any provision of this Plan or
rules and regulations adopted thereunder be deemed or held to be
unlawful or invalid for any reason, such fact shall not adversely
affect the provisions herein or therein contained unless such
illegality shall make impossible or impractical the functioning
of this Plan and, in such case, the appropriate parties shall
immediately adopt a new provision.
23.17 Titles and Headings. The titles and headings of the
Sections in this instrument are placed herein for convenience of
reference only and in case of any conflict the text of this
instrument, rather than such titles or headings, shall control.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed this 22 day of December, 1994.
ATTEST: WSFS Financial Corporation
/s/ Belinda K. Rumple /s/ Vicki L. Myoda
___________________________ By: _______________________________
Assistant Secretary
ATTEST: Wilmington Trust Company
/s/ Linda M. Bailey /s/ J. F. Shelly III
___________________________ By: _______________________________
Secretary
90
<PAGE>
SUBJECT: 401(k) Savings & Retirement Plan EFFECTIVE DATE: 7/1/97
SUMMARY PLAN DESCRIPTION
FOR THE
WSFS FINANCIAL CORPORATION
401(K) SAVINGS & RETIREMENT PLAN
THE PLAN AS OUTLINED IN THIS SUMMARY PLAN DESCRIPTION IS GOVERNED
IN EVERY RESPECT BY THE WORDING OF THE FULL PLAN DOCUMENT, WHICH
IS AVAILABLE FOR INSPECTION BY ALL PLAN PARTICIPANTS. IN THE
EVENT OF ANY CONFLICT, THE PLAN DOCUMENT SHALL PREVAIL.
Page 507:i
<PAGE>
<PAGE>
SUBJECT: 401(k) Savings & Retirement Plan EFFECTIVE DATE: 7/1/97
TABLE OF CONTENTS
Page
____
Background 507:1
Purpose of Summary Plan Description 507:1
Participation and Eligibility 507:2
Enrollment 507:2
Contributions to the Plan 507:3
Investment of Funds 507:7
Vesting 507:9
Payment of Benefits and Distribution 507:10
Loans and Withdrawals 507:14
Administration of and Responsibility for Your Plan 507:15
Miscellaneous Information 507:16
Employee Retirement Income Security Act (ERISA) 507:19<PAGE>
<PAGE>
BACKGROUND
Wilmington Savings Fund Society, FSB originally created
a Profit Sharing Plan and Trust on October 1, 1969, which was
known as the Wilmington Savings Fund Society Incentive Plan (the
"Savings Plan"). The Plan was amended and restated effective
January 1, 1984 to become the Wilmington Savings Fund Society
Thrift Plan (the "Thrift Plan"), under which Associates were
required to make after-tax contributions. The Plan was amended
effective January 1, 1988, to become a Section 401(k) Plan.
Design changes were made to the Plan effective July 1,
1993, while amending the Plan to comply with certain tax changes.
Additional changes were made to the Plan effective January 1,
1995 and July 1, 1997 to enhance benefits for Associates. WSFS
Financial Corporation ("WSFS") has made these changes with the
best interests of Associates in mind and will continue to make
changes, as appropriate. The Plan is currently referred to as
the WSFS Financial Corporation 401(k) Savings & Retirement Plan
(the "401(k) Plan" or the "Plan").
The sponsor for the Plan is WSFS. The related
participating companies include Wilmington Savings Fund Society,
FSB; WSFS Credit Corporation; Community Credit Corporation; and
838 Investment Group (all of which may be referred to as the
"Related Companies" or "WSFS").
This Plan and all prior plans were and are established
and continue to be maintained for the sole benefit of eligible
Associates. The purpose of the Plan is to provide retirement
benefits for Associates of WSFS and its Related Companies.
PURPOSE OF SUMMARY PLAN DESCRIPTION
As a participant in the 401(k) Plan, you are entitled to
know exactly what your Plan will provide in the way of retirement
and other benefits. This document is intended to explain the
general provisions of your Plan in simple and understandable
language. The Plan is legally governed by a Plan and Trust
Agreement which has been written to comply with the Employee
Retirement Income and Security Act of 1974 ("ERISA"), and the
qualified plan rules of the Internal Revenue Code of 1986. In
the case of any conflict, the language of the Plan and Trust
Agreement is controlling, rather than this Summary Plan
Description. The following information is intended to provide
you with a greater understanding of your benefits and your rights
under the Plan.<PAGE>
<PAGE>
PARTICIPATION AND ELIGIBILITY
QUESTION: WHEN AM I ELIGIBLE TO MAKE PRE-TAX CONTRIBUTIONS TO
THE PLAN?
Answer: You are eligible to participate in the Plan on the
first day of the month after you complete one year of
service (during which you worked at least 1,000 hours)
if you have attained age 21. Both full-time and
part-time Associates who satisfy the eligibility
requirements may participate in the Plan. Peak-time
Associates are not eligible to participate in the
Plan.
QUESTION: IS THERE ANY OTHER WAY I MAY PARTICIPATE IN OR SHARE
IN THE PLAN?
Answer: Yes. WSFS may also make Matching Contributions and
Discretionary Profit-Sharing on your behalf to the
Plan, as more fully described on pages 507:5 - 507:6.
Also, Flex Dollars ("Flex $'s") which you do not spend
under the WSFS Beneflex Plan will be transferred to
the 401(k) Plan, as further discussed on page 507:6.
ENROLLMENT
QUESTION: HOW DO I BEGIN MAKING PRE-TAX CONTRIBUTIONS TO THE
PLAN?
Answer: You complete a 401(k) Enrollment Form (available from
Human Resources) and state the portion of your
compensation that you wish to contribute to the Plan.
On the Enrollment Form, you also allocate your
contribution to the various investments available
under the Plan and designate a beneficiary.
QUESTION: FOR PURPOSES OF THE PLAN, WHAT DOES COMPENSATION MEAN?
Answer: Effective July 1, 1997, your compensation for purposes
of making Associate Savings Contributions is the total
Form W-2 compensation paid to you while you are a
Participant in the Plan. This INCLUDES overtime,
commissions and bonuses, as well as amounts you
contribute from your pay to participate in certain
WSFS benefits. This definition EXCLUDES any severance
payments and some fringe benefits (such as imputed
income for group term life insurance, and relocation
benefits). After July 1, 1997, this same definition
of compensation also applies in determining any
Discretionary Profit-Sharing Contributions. Any gross
wages in excess of federally-set limits ($150,000 in
1997) cannot be included in calculating your
compensation for purposes of this Plan.
QUESTION: MUST I TAKE ANY ACTION TO BE ENTITLED TO WSFS
CONTRIBUTIONS?
<PAGE>
<PAGE>
Answer: No. You will automatically be entitled to any
Discretionary Profit-Sharing Contributions once you
satisfy all eligibility requirements. Matching
Contributions are also automatically made by WSFS if
you make Associate Savings Contributions.
QUESTION: IF I LEAVE WSFS AND AM LATER REHIRED, WHEN CAN I
RE-ENTER THE PLAN?
Answer: If your employment terminates AFTER you are eligible
to make Associate Savings Contributions, you are
IMMEDIATELY eligible to participate in the Plan for
Associate Savings Contributions upon your
re-employment without regard to the length of your
absence of employment. If your employment terminates
BEFORE you are eligible to make Associate Savings
Contributions, you must satisfy the general Year of
Service and age 21 requirements (see page 507:2)
before you may begin to participate in the Plan.
CONTRIBUTIONS TO THE PLAN
QUESTION: WHO MAKES CONTRIBUTIONS TO THE PLAN?
Answer: Both you and WSFS may make contributions to the Plan
on your behalf, as discussed above. You may make
pre-tax Associate Savings Contributions to the Plan by
completing a 401(k) Enrollment Form. You may also
make qualified Rollover Contributions of amounts which
you may have accumulated with another employer
under another qualified retirement plan.
The Plan Administrator will establish and maintain the
following separate accounts on your behalf:
-- Associate Savings Contribution Account;
-- Rollover Account;
-- Matching Contribution Account;
-- Discretionary Profit-Sharing Base
Contribution Account;
-- Discretionary Profit-Sharing Supplemental
Contribution Account;
-- Excess Flex $ Contribution Account; and
<PAGE>
<PAGE>
-- After-Tax Contribution Account. (This
Account includes after-tax Contributions made
to the Plan prior to January 1, 1988. Making
after-tax Contributions has not been an
option of the Plan since January 1, 1988.)
QUESTION: HOW DO I MAKE ASSOCIATE SAVINGS CONTRIBUTIONS TO THE
PLAN?
Answer: You may elect to contribute between 1% and 15% of your
Compensation to the Plan through completion of a
401(k) Enrollment Form. These contributions are made
through regular payroll deductions and are referred to
as your Associate Savings Contributions. You will
always be 100% vested in all Associate Savings
Contributions (see page 507: 9 for further information
about vesting). Once an Enrollment Form is completed,
it will remain in effect until you submit a change.
Therefore, if your salary changes, the dollar amount
of your payroll deduction will automatically change to
maintain the same percentage contribution.
AS A RESULT OF THE TAX REFORM ACT OF 1986, IN NO EVENT
MAY YOUR ASSOCIATE SAVINGS CONTRIBUTIONS EXCEED
$9,500 IN THE 1997 CALENDAR YEAR. THIS LIMIT IS
REVIEWED EACH YEAR BY THE IRS. ANY CHANGE TO THE
LIMIT WILL BE ANNOUNCED BY THE PLAN ADMINISTRATOR.
Depending upon the level of participation in the Plan,
Associate Savings Contributions may be adjusted
downward for some "highly compensated employees," as
defined under the federal tax rules, to comply with
certain IRS requirements. You will be individually
notified if your contributions must be adjusted.
QUESTION: WHEN CAN I STOP OR CHANGE MY ASSOCIATE SAVINGS
CONTRIBUTION?
Answer: You may elect to stop, or change the percentage of,
your contribution to the Plan by submitting the
appropriate form to Human Resources by the first of
the month in which the change is to be effective. If
you stop contributing to the Plan, you may not begin
contributing again until the first of the month after
you submit a new Enrollment form to Human Resources.
QUESTION: HOW DOES WSFS CONTRIBUTE TO THE PLAN?
Answer: WSFS will make Matching Contributions on Associate
Savings Contributions and may also make Discretionary
Profit-Sharing Contributions to the Plan. These
Contributions are described below.
QUESTION: WHAT MATCHING CONTRIBUTIONS ARE MADE BY WSFS?
<PAGE>
<PAGE>
Answer: To encourage you to save for your retirement, WSFS
provides a Matching Contribution equal to $1.00 for
each dollar of your Associate Savings Contribution, up
to 5% of your Compensation. You receive Matching
Contributions for each payroll period in which
you make Associates Savings Contributions to the Plan.
Matching Contributions are made in cash and are
invested in WSFS Common Stock.
The amount of the Matching Contribution, the
investment in stock for the Matching Contribution,
and/or the level of Associate contributions
to be matched for each Plan Year may be discontinued
or changed upon the recommendation of the Plan
Administrator, and approval by the Board of Directors
of WSFS at any time, within its sole discretion,
effective as of the first day of any calendar quarter
after announcing the change. Matching Contributions
become vested as explained on page 507:9.
QUESTION: WHAT DISCRETIONARY CONTRIBUTIONS ARE MADE BY WSFS?
Answer: WSFS may also make Discretionary Profit-Sharing
Contributions to the Plan. Both Discretionary Base
and Supplemental Contributions will be made upon the
recommendation of WSFS and as approved by the Board of
Directors of WSFS, based upon the financial
performance of WSFS. Your eligibility to receive
Discretionary Profit-Sharing Contributions begins on
the same day as your eligibility to make Associate
Savings Contributions.
You may be entitled to receive Discretionary
Profit-Sharing Contributions (even if you do not elect
to make Associate Savings Contributions) in accordance
with the rules described below:
a. Base Contributions. You will be entitled to a
Base Profit-Sharing Contribution for each
calendar quarter in which the Board approves
such contributions. You MUST BE ELIGIBLE TO
PARTICIPATE IN THE PLAN (see page 507:2 for
eligibility rules) AND BE EMPLOYED ON THE LAST
DAY OF EACH QUARTER to receive a Base
Contribution for that quarter.
Base Profit-Sharing Contributions are allocated
among eligible Participants as a flat percentage
of your compensation (see page 507:2 for the
definition of "compensation"). This percentage
will be reviewed annually by management and the
Board and may change depending upon the
financial
<PAGE>
<PAGE>
performance of the Bank. The Discretionary Base
percentage for 1997 (effective July 1) has been
set at 2%.
b. Supplemental Contribution. This feature of the
Plan allows for special profit-sharing
contributions to the Plan that may be made from
time to time as recommended by WSFS and approved
by the Board. You MUST HAVE WORKED AT LEAST 1,000
HOURS in the Plan Year AND BE EMPLOYED ON THE LAST
DAY OF THE PLAN YEAR for which the contribution is
made to receive a Supplemental Contribution.
For purposes of both Base and Supplemental Profit-
Sharing Contributions, Associates not employed on the
last day of the applicable calendar quarter or Plan
year will not be entitled to share in any
discretionary contributions, unless they retired,
died, or became disabled in such calendar quarter or
Plan Year.
All Profit-Sharing Contributions are invested in WSFS
Common Stock.
QUESTION: HOW ARE EXCESS FLEX $ TRANSFERRED TO THE 401(K) PLAN?
Answer: The WSFS Beneflex Plan provides you with Flex $ to use
to purchase medical and certain other non-taxable
benefits. If you do not spend your entire Flex $
credit on benefits, excess credits are automatically
transferred to a separate Excess Flex $ Contribution
Account in the 401(k) Plan. Your excess Flex $ will
be contributed to the Plan, even if you have not
satisfied the normal one year of service, 1,000 hour
or age 21 eligibility requirements.
QUESTION: WHAT ARE THE PRINCIPAL ADVANTAGES OF PARTICIPATING IN
THE PLAN?
Answer: FIRST, when you elect to have a portion of your salary
contributed to the Plan, these contributions are made
on a BEFORE-TAX basis. Federal and most state income
taxes do not apply to Associate Savings Contributions,
or any earnings thereon, until you receive a
distribution from the Plan. Therefore, by partici-
pating in the Plan you can SAVE MORE MONEY ON A TAX-
DEFERRED BASIS THAN IF YOU SAVED THE SAME PERCENTAGE
OF YOUR NET TAKE-HOME PAY OUTSIDE THE PLAN. Your
Associate Savings Contributions remain subject to FICA
taxes and state taxes in some states (such as
Pennsylvania, which taxes Associate contributions to
the 401(k) Plan). You may wish to consult with your
tax advisor concerning the full tax implications of
making contributions to the Plan.
SECOND, if you make Associate Savings Contributions,
WSFS will make Matching Contributions to the Plan on
your behalf. Over a period of time the tax advantage
of Associate Savings Contributions PLUS the Matching
Contributions can significantly increase your
retirement savings.
<PAGE>
<PAGE>
QUESTION: MAY I MAKE AFTER-TAX CONTRIBUTIONS TO THE PLAN?
Answer: No. Only pre-tax contributions are permitted.
QUESTION: MAY I ROLL OVER A DISTRIBUTION FROM ANOTHER PLAN?
Answer: The Plan Administrator may authorize the Plan to
accept Rollover Contributions or Direct Rollovers from
another qualified plan for any Associate, whether or
not the Associate is eligible to participate in the
Plan, in accordance with the terms of the Plan. You
will always be 100% vested in any Rollover or Direct
Rollover Contributions. You may contact the Human
Resources Department to obtain more details regarding
Rollovers and Direct Rollovers.
QUESTION: HOW DO I SHARE IN THE GROWTH OF MY PLAN?
Answer: The assets of the Plan are valued daily and your
Accounts will be increased or decreased in accordance
with the performance of the investment vehicle in
which such assets are invested. You will receive a
statement after the end of each calendar quarter
providing details of your Account balances,
contributions and earnings during the quarter, etc.
INVESTMENT OF FUNDS
QUESTION: HOW ARE MY CONTRIBUTIONS INVESTED?
Answer: You can invest your Associate Savings, Rollover, and
Excess Flex $ Contributions in any or all of the
Plan's investment funds. These contributions are
transmitted to the Trustee in cash within a reasonable
period of time after the close of each pay period.
The Trustee will invest these contributions in the
investment fund or funds selected by you. Certain
funds are intended to produce steady growth, while
others provide you with the opportunity for more
growth but carry increased investment risk.
As a Plan participant, it's up to you to decide on the
investment options that are right for you. You can
elect to invest all of your savings in one fund, or
in any combination of the funds. Details about the
Plan's investment funds, including performance
histories, are available from the Human Resources
Department. Updated performance information is
distributed monthly to all locations for posting.
<PAGE>
<PAGE>
The Plan Administrator reserves the right to change
the investment funds that are made available under the
Plan at any time.
As noted above, you decide how to invest your savings,
but bear in mind that some Funds may not provide as
high of a rate of return as others. All Funds involve
different levels of security and risk for your
contributions and are SUBJECT TO FLUCTUATION. You
should carefully review the materials concerning all
Funds prior to making any investment decisions.
BECAUSE YOU MAKE THE INVESTMENT DECISIONS, THE PLAN'S
FIDUCIARIES ARE NOT RESPONSIBLE FOR LOSSES THAT RESULT
FROM YOUR INVESTMENT INSTRUCTIONS.
QUESTION: HOW ARE WSFS CONTRIBUTIONS MADE TO THE PLAN?
Answer: All WSFS Matching Contributions and Discretionary
Profit-Sharing Contributions are paid to the Plan in
cash, which is automatically invested in WSFS
stock. After WSFS contributions are credited to
your account, you may change the investment of such
contributions, as discussed below; therefore, you have
full investment discretion regarding WSFS
Contributions after they are made to the Plan.
QUESTION: WHEN MAY I CHANGE MY INVESTMENT ELECTIONS?
Answer: You may change your investment elections for FUTURE
CONTRIBUTIONS and/or transfer your EXISTING BALANCES
by using the Voice Response Information Network 1-800
number. Changes in the investment of future
contributions will be enacted for the next available
pay period. Transfers among existing investments are
completed within two business days (for mutual funds)
to three business days (for WSFS Stock) after the
request.
Information regarding the 1-800 number and
instructions for its use are available from the Human
Resources Department.
QUESTION: WHO EXERCISES VOTING RIGHTS WITH REGARD TO THE SHARES
OF WSFS STOCK ALLOCATED TO MY ACCOUNTS?
Answer: The Trustee will vote all shares of WSFS stock
allocated to your Accounts in accordance with your
voting instructions. Any shares not voted by
Participants will be voted in the same percentages as
instructions for voted shares. The Trustee will vote
all other investments allocated to your Accounts at
their discretion.
VESTING
In order to understand how the Plan works, you must
understand what vesting means. The purpose of any retirement<PAGE>
<PAGE>
plan is to provide income at retirement, disability or death.
Therefore, unless you have worked for some length of time for
WSFS, you will not be entitled to participate in or to obtain all
of the benefits of the Plan. Once your benefits have vested, it
means that they are "non-forfeitable" and can never be taken away
from you.
-- You are always 100% vested in your Associate Savings,
Rollover, Excess Flex $, and After-Tax Contributions
Accounts.
-- If you were hired on or prior to June 30, 1993, you are
ALSO 100% vested in all balances in your Matching,
Discretionary Base and Discretionary Supplemental
Contributions accounts.
-- If you were hired on or after July 1, 1993, you will be
100% vested in your Matching, Discretionary Base and
Discretionary Supplemental Contributions accounts when
you complete 5 years of vesting service.
Your accounts are partially vested, prior to being fully
vested, in accordance with the following schedule:
Vesting Service Percentage Vested
_______________ _________________
Less than 1 year 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
-- Your accounts will become 100% vested if you should die or
become disabled prior to retirement or other separation
from WSFS service.
QUESTION: WHAT IS THE DEFINITION OF "VESTING SERVICE"?
Answer: For purposes of vesting, a year of service is every
Plan year (calendar year) in which you work at least
1,000 hours. All of your service time, including your
one-year eligibility "waiting period, " is counted
when calculating vesting service.
QUESTION: IS IT POSSIBLE FOR ANY OF MY VESTED BENEFITS TO BE
FORFEITED?
Answer: No. A vested benefit is a "non-forfeitable" benefit
which belongs to you.
QUESTION: WHAT HAPPENS TO FORFEITED (NON-VESTED) BENEFITS? <PAGE>
<PAGE>
Answer: If your employment is terminated for any reason other
than retirement, death or disability, any amounts
credited to your Matching, Discretionary Base and
Discretionary Supplemental Contribution Accounts which
are not vested will be immediately forfeited. All
Matching, Discretionary Base and Discretionary
Supplemental Contributions which are forfeited will be
used to reduce WSFS's future Matching obligations, or
to reduce Plan administrative costs, at the discretion
of the Plan Administrator.
If you terminate employment, receive a distribution,
and are later reemployed by WSFS or a Related Company,
you may in some cases be able to have your forfeited
benefits restored to you. Contact Human Resources for
further details.
PAYMENT OF BENEFITS AND DISTRIBUTION
QUESTION: WHEN CAN I RECEIVE MY BENEFITS?
Answer: Benefits are payable when any of the following occurs:
(a) Normal Retirement - You are entitled to retire
and receive the full amount in your Accounts upon
attaining age 65 or completing 5 years of parti-
cipation in the Plan, whichever is later.
(b) Late Retirement - If you continue working for
WSFS beyond age 65, the payment of your benefit
will normally be deferred until after you stop
working for WSFS. If you have stopped
working for WSFS, YOU MUST BEGIN RECEIVING
BENEFITS no later than the April 1st following
the calendar year in which you attain AGE 70-1/2.
(c) Early Retirement - Upon attaining age 55 and
completing 5 years of Vesting Service under the
Plan you are 100% vested, and are entitled to
retire and receive the full amount in your
accounts.
(d) Disability - If you become totally and
permanently disabled while working for WSFS, you
will become fully vested in your Accounts and may
request the payment of your benefits. A
disability will generally mean the inability to
perform the responsibilities of the position you
held prior to such disability which lasts for a
period of at least six months. The Plan
Administrator will determine if a disability
exists with the advice of a physician.
<PAGE>
<PAGE>
(e) Separation from Service - If you leave
employment for a reason other than death,
disability, or retirement you are entitled to
receive the VESTED PORTION of your Accounts.
(f) Death - see page 507:12.
When you separate from service with WSFS upon the
occurrence of any of the above events, your vested
Account balances will generally be paid to you or your
beneficiary approximately 60 days after the last day
of the calendar quarter that follows the occurrence of
such event, or 60 days after the last day of the
quarter in which all forms are submitted to direct the
payment of your benefit, if later.
QUESTION: HOW DO I FILE A CLAIM FOR BENEFITS (I.E., A
DISTRIBUTION) FROM THE PLAN?
Answer: You may apply for benefits by completing and filing
with the Plan Administrator an application for
benefits on a form supplied by the Plan Administrator.
In the event of a denial of a claim, the Plan
Administrator will give written notification to you or
your beneficiary, within 90 days after your claim is
received, of the basis for denial of the claim. If
you do not receive notice during this 90 day period,
you may assume the claim was denied and you may
request a review of the denial as discussed below.
Under special circumstances an extension of 90 days
will be allowed for processing a claim. If addi-
tional time is required, you will be given notice of
any such extension, stating the special circumstances
involved and the date a decision is expected.
QUESTION: IS THERE A REVIEW PROCEDURE IF MY CLAIM IS DENIED?
Answer: Yes. You or your beneficiary will have the right to
request a review of your claim for benefits. Such a
request must be in writing, and must contain you or
your beneficiary's reasons for making the request and
may contain any additional facts or documents that you
or your beneficiary would like to be considered. This
request must be filed within 60 days after
notification of a denial of a claim for benefits.
Within 60 days after receipt of a notice of appeal,
the Plan Administrator will establish a hearing date
where you may present your claim to a Named Appeals
Fiduciary appointed by the Board of Directors of WSFS
or by the Plan Administrator. The Named Appeals
Fiduciary, after reviewing the basis of the appeal,
will thereafter make a final decision which will be
communicated to you or your beneficiary and which
decision will be binding on all parties. In no event
may a decision or review be rendered more than 120
days after the receipt of a request for a review.
QUESTION: WHAT HAPPENS TO MY BENEFITS IF I DIE?<PAGE>
<PAGE>
Answer: MARRIED PARTICIPANTS. If you die before retirement or
other termination of your employment, the Plan will
pay the total value of your Accounts in a single
lump sum payment or in installments to your spouse.
Either annual, semi-annual or quarterly installment
payments may be elected by your spouse after your
death. If an installment payment is elected, an
annuity may be purchased for this purpose.
A married participant may elect to designate an
individual other than, or in addition to, his or her
spouse as the beneficiary of his or her Accounts upon
death. This action is accomplished by completing a
form provided by the Plan Administrator.
IF YOU WISH TO DESIGNATE A BENEFICIARY OTHER THAN, OR
IN ADDITION TO, YOUR SPOUSE, YOUR SPOUSE MUST CONSENT
TO WAIVE ANY RIGHT TO THE DEATH BENEFIT. YOUR
SPOUSE'S CONSENT MUST BE IN WRITING AND WITNESSED BY A
NOTARY PUBLIC.
Since your spouse participates in these elections and
has certain rights in the death benefit, you should
immediately report any change in your marital status
to the Plan Administrator.
SINGLE PARTICIPANTS. If you are not married at the
time of your death, the total value of your Accounts
will be paid in a single lump sum payment or in
installments to the person or persons you have chosen
as your beneficiary or beneficiaries. If you have not
chosen a beneficiary, the value of your Accounts will
be paid to your estate.
QUESTION: IN WHAT FORM ARE RETIREMENT BENEFITS PAID?
Answer: The normal form of payment under the Plan is a single
lump sum payment. All participants are entitled to
this benefit, regardless of marital status.
QUESTION: HOW WILL MY BENEFIT BE PAID?
Answer: The amount in your Accounts will be paid in cash.
(However, you may elect to receive payments from your
WSFS Common Stock account in cash or in stock.)
QUESTION: HOW DO I ELECT MY OPTIONS?
Answer: The Plan Administrator will provide you with a written
notice of your options to receive a payment of your
benefits upon the occurrence of an event entitling you
to a distribution.
QUESTION: WHAT HAPPENS IF I TERMINATE EMPLOYMENT BEFORE MY
NORMAL RETIREMENT DATE?<PAGE>
<PAGE>
Answer: If you terminate employment for any reason the vested
amount of your Account may be paid to you in a lump
sum payment within 60 days after the end of the
quarter in which you terminated your employment, or
within 60 days after the end of the quarter in which
all forms are submitted, if later.
If the value of your vested Account when you retire,
terminate employment, become disabled, or die is less
than $3,500, the Plan Administrator WILL IMMEDIATELY
DISTRIBUTE this benefit to you or your beneficiary
without the consent of you, your spouse or your
beneficiary. If your benefit is $3,500 or more, it
may not be paid before you attain age 65 without your
consent.
QUESTION: WHEN MY BENEFIT BECOMES PAYABLE, CAN I DIRECT THAT IT
BE TRANSFERRED DIRECTLY INTO ANOTHER QUALIFIED PLAN
THAT ACCEPTS TRANSFERS OR AN IRA?
Answer: Generally, yes. Exceptions exist for certain
installment distributions, distributions made after
attainment of age 70-1/2, and distributions made after
death other than to a spouse.
LOANS AND WITHDRAWALS
QUESTION: MAY I BORROW FROM MY ACCOUNTS?
Answer: Yes. The Plan permits you to obtain a loan with the
approval of the Plan Administrator. If a loan is
approved, you will be charged a fee to cover the costs
associated with processing your loan. You may
generally borrow up to 1/2 of the VESTED value of all
your Accounts in the Plan including Associate Savings,
Rollover, After-Tax, Matching and Discretionary
Profit-Sharing Contribution Accounts. The rate of
interest will be consistent with rates charged for
similar loans by entities in the business of making
loans. Repayment is generally required within 5
years. The term of a loan may be 10 years if the
loan is used to purchase a principal residence.
All loans must be repaid through payroll withholding
and will be secured by 50% of your vested Accounts.
Loan repayments (principal and interest) are credited
to your Account and are invested in accordance with
your investment elections in effect at the time of
the repayment. You may repay all or any portion of
the outstanding balance of a loan at any time.<PAGE>
<PAGE>
Loans may not be made for less than $1,000, nor may
you have more than one loan outstanding at any time,
subject to other limitations under the Internal
Revenue Code. The maximum loan amount is 50% of your
vested Accounts not to exceed $50,000.00 in any 12
month period. If you are married, the consent of your
spouse must be obtained PRIOR to granting any loan.
Outstanding loan balances must be repaid within 60
days following termination of employment (or cessation
of severance payments, if later), or they will be
treated as a distribution from the Plan.
OBTAINING A LOAN FROM YOUR 401(K) FUNDS CAN TAKE
SEVERAL WEEKS. Contact the Human Resources Department
if you need more information concerning loans.
QUESTION: MAY I WITHDRAW MONEY FROM MY ACCOUNT?
Answer: Yes. In the event of a financial hardship you may
receive a distribution of the vested portion of your
Associate Savings Contribution, Rollover, After-Tax
Contribution, Matching Contribution, Flex $ and
Discretionary Profit-Sharing Contribution Accounts,
exclusive of investment earnings from your Associate
Savings Contribution Account after 1988. A minimum
hardship withdrawal request must be for $1,000 unless
the amount in your vested Accounts is less. Examples
of hardships include certain medical expenses,
purchase of a principal residence, payment of
tuition, and to prevent eviction or foreclosure on an
Associate's principal residence, where the Associate
has no other financial resources to satisfy the
hardship. Documentation supporting the financial need
must be submitted to Human Resources; hardship
withdrawals will only be granted within the discretion
of the Plan Administrator and as permitted under the
Plan and the Internal Revenue Code. THIS PROCESS CAN
TAKE SEVERAL WEEKS. Please note that IF YOU RECEIVE
A HARDSHIP DISTRIBUTION, YOU WILL NOT BE ENTITLED TO
MAKE ASSOCIATE SAVINGS CONTRIBUTIONS TO THE PLAN FOR A
PERIOD OF ONE YEAR. Also note that in addition to the
regular income tax, hardship withdrawals made by
Participants under age 591/2 are generally subject to
a
10% FEDERAL PENALTY TAX.
QUESTION: MAY I RECEIVE ANY OTHER DISTRIBUTIONS WHILE I AM
EMPLOYED?
Answer: YES. Upon attaining age 591/2, you may be entitled to
withdraw ALL VESTED AMOUNTS in your Associate Savings
Contribution, in accordance with the terms of the
Plan. If you made After-Tax contributions to the Plan
(an option prior to 1988), you may withdraw those at
any time even if you are under age 591/2.<PAGE>
<PAGE>
ADMINISTRATION OF AND
RESPONSIBILITY FOR YOUR PLAN
QUESTION: WHO IS THE PLAN ADMINISTRATOR OF THE WSFS 401(K) PLAN?
Answer: The Plan Administrator is: WSFS Financial Corporation,
838 Market Street, Wilmington, Delaware 19801.
QUESTION: WHAT ARE THE DUTIES OF THE PLAN ADMINISTRATOR?
Answer: The Plan Administrator performs a wide range of
activities, which include keeping accurate records and
reports, and establishing the rules under which the
Plan is administered. The Plan Administrator has a
duty to act in good faith and in the Plan's best
interest.
QUESTION: WHO IS THE PLAN TRUSTEE?
Answer: The Plan Trustee is the Charles Schwab Trust Company.
QUESTION: WHAT ARE THE DUTIES OF THE PLAN TRUSTEE?
Answer: The Trustee of the Plan holds, invests and distributes
the Plan assets.
QUESTION: WHAT IS THE FEDERAL EMPLOYER IDENTIFICATION NUMBER
("EIN") FOR WSFS?
Answer: WSFS's federal EIN is 51-0054940.
QUESTION: WHAT TYPE OF PLAN DO I HAVE?
Answer: Your Plan is a qualified Profit Sharing and Section
401(k) Savings Plan which is a type of defined
contribution plan under the Internal Revenue Code.
The Plan Year for this Plan is the same as the
calendar year. The identification number assigned to
this Plan by the Plan Administrator is 002.
MISCELLANEOUS INFORMATION
QUESTION: DOES PARTICIPATION IN THE PLAN AFFECT THE COMPENSATION
AMOUNT USED TO CALCULATE ANY OF MY OTHER BENEFITS?
Answer: No. Participation in the Plan does not affect Social
Security, or life and disability insurance benefits.
Such benefits are generally determined based on<PAGE>
<PAGE>
your compensation calculated before your contributions
to the Plan. Your participation in the Plan, however,
may affect your ability to make a deductible IRA
contribution if you earn in excess of the applicable
statutory limitations. Please consult your tax
advisor before making any IRA contributions.
QUESTION: ARE THE BENEFITS OF THE PLAN COVERED BY GOVERNMENT
INSURANCE?
Answer: No. The Federal government does not insure this type
of plan. However, if the Plan terminates or WSFS goes
out of business, all of the benefits in your Matching
and Discretionary Profit Sharing Contribution Accounts
become fully vested.
QUESTION: CAN MY CREDITORS OR ANYONE ELSE OBTAIN ANY OF MY
INTEREST IN THE PLAN?
Answer: As a general rule, the interest in your Accounts may
not be transferred or otherwise alienated. This means
that your interest may not be sold, assigned or
hypothecated, used as collateral for a loan (other
than within the Plan), given away or otherwise trans-
ferred. In addition, your creditors may not attach,
garnish, create a lien on or otherwise interfere with
your benefits.
There is an exception to this general rule. The Plan
Administrator may be required by law to recognize
obligations you incur as a result of court-ordered
child support or alimony payments. The Plan
Administrator must honor a "qualified domestic
relations order." A "qualified domestic relations
order" is defined as a decree or order issued by a
court that obligates you to pay child support or
alimony, or otherwise allocates a portion of your
assets in the Plan to your spouse, former spouse,
child or other dependent. If a qualified domestic
relations order is received by the Plan Administrator,
all or a portion of your benefits may be used to
satisfy the obligation.
You must notify the Plan Administrator of any changes
in marital status and should provide the Administrator
with a copy of any court order which has any effect on
your benefits under the Plan.
QUESTION: WHO PAYS THE EXPENSES TO ADMINISTER THE PLAN?
Answer: WSFS generally pays for all external recordkeeping
expenses and professional fees necessary to administer
the Plan.
QUESTION: WHO WILL INTERPRET THE PROVISIONS OF THE PLAN?
Answer: The Plan Administrator will interpret the Plan and all
provisions within its complete and absolute
discretion. Any disagreements regarding any
interpretation of the Plan will be subject to review
under the Claims Procedures contained in the Plan and
outlined in this Summary Plan Description on page
507:12.<PAGE>
<PAGE>
QUESTION: CAN THE PLAN BE AMENDED OR TERMINATED?
Answer: Although WSFS intends to maintain the Plan
indefinitely, WSFS or its Related Companies may amend
or terminate the Plan, in whole or in part, or suspend
WSFS contributions, at any time. Such action will not
adversely affect the Account balances credited to any
participant. Should it become necessary for the
Related Companies to terminate or partially terminate
the Plan, or to discontinue Plan contributions, each
affected Participant's Accounts will become
100% vested, regardless of length of service of the
Participant.
* * * * * * * *
NOTHING CONTAINED IN THE PLAN OR THIS SUMMARY PLAN DESCRIPTION
SHALL BE CONSTRUED AS A CONTRACT OF EMPLOYMENT BETWEEN WSFS
AND ANY ASSOCIATE, NOR SHALL THE PLAN OR SUMMARY PLAN
DESCRIPTION BE DEEMED TO GIVE ANY ASSOCIATE THE RIGHT TO BE
RETAINED IN THE EMPLOY OF WSFS, OR LIMIT THE RIGHT OF WSFS TO
EMPLOY OR DISCHARGE ANY ASSOCIATE OR TO DISCIPLINE ANY
ASSOCIATE.
* * * * * * * *
<PAGE>
<PAGE>
EMPLOYEE RETIREMENT INCOME SECURITY ACT (ERISA)
As a participant in the WSFS 401(k) Plan, you are entitled to
certain rights and protections under the Employee Retirement
Income Security Act of 1974. ERISA provides that all plan
participants be entitled to:
- -- Examine, without charge, at the Plan Administrator's office
or other specified location, all plan documents, including
insurance contracts and all documents filed by the plan
with the U.S. Department of Labor, such as detailed annual
reports and plan descriptions.
- -- Obtain copies of all plan documents and other plan
information upon written request to the Plan Administrator.
The Administrator may make a reasonable charge for the
copies.
- -- Receive a summary of the Plan's annual financial report. The
Plan Administrator is required by law to furnish each
participant with a copy of this summary annual report.
In addition to creating rights for plan participants, ERISA
imposes duties upon the people who are responsible for the
operation of the employee benefit plans. The people who
operate your plan, called "fiduciaries" of the plan, have a duty
to do so prudently and in the interest of you and other plan
participants and beneficiaries. No one, including your employer
or any other person, may fire you or otherwise discriminate
against you in any way to prevent you from obtaining a welfare
benefit or exercising your rights under ERISA.
If your claim for a welfare benefit is denied in whole or in
part, you must receive a written explanation of the reason for
the denial. You have the right to have the plan review and
reconsider your claim. Under ERISA, there are steps you can take
to enforce the above rights. For instance, if you request (in
writing) materials from the plan and do not receive them within
30 days, you may file suit in a Federal court. In such a case,
the court may require the Plan Administrator to provide the
materials and pay you up to $100 a day until you receive the
materials, unless the materials were not sent because of reasons
beyond the control of the Administrator. If you have a claim for
benefits which is denied or ignored, in whole or in part, you may
file suit in a state of Federal court.
If it should happen that plan fiduciaries misuse the plan's
money, of if you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. The court will
decide who should pay court costs and legal fees. If you are
successful, the court may order the person you have sued to pay
these costs and fees. If you lose, the court may order you to
pay these costs and fees if, for example, it finds your claim is
frivolous.
If you have any questions about your plan, you should contact the
Plan Administrator. If you have any questions about this
statement or about your rights under ERISA, you should contact
the nearest Area Office of the U.S. Labor-Management Services
Administration, Department of Labor.
<PAGE>
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MARYLAND 21201-0000
Employer Identification Number:
DATE: May 3, 1995 51-0054940
File Folder Number:
WILMINGTON SAVINGS FUND 521008149
SOCIETY, FSA Person to Contact:
C/O FRANCIS W. PALMIERI MARK ROCKSTROH
PALMIERI & EISENBERG Contact Telephone Number:
175 WALL STREET (202) 874-1295
PRINCETON, NEW JERSEY 08540 Plan Name:
WSFS FINANCIAL CORPORATION 401(K)
SAVINGS & RETIREMENT PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan,
identified above, based on the information supplied. Please keep
this letter in your permanent records.
Continued qualification of the plan under its present form
will depend on its effect in operation. (See section 1.401-
1(b)(3) of the Income Tax Regulations). We will review the
status of the plan in operation periodically.
The enclosed documents explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it. It
is very important that you read the publication.
This letter relates only to the status of your plan under
the Internal Revenue Code. It is not a determination regarding
the effect of other federal or local statutes.
This determination letter is applicable for the amendment(s)
adopted on December 22, 1994.
This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.
This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations on
the basis of a nondesign-based safe harbor described in the
regulations.
This letter is issued under Rev. Proc. 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.
This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights, and features
that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of
<PAGE>
<PAGE>
section 410(b) of the Code.
This letter may not be relied upon with respect to whether
the plan satisfies the qualification requirements as amended by
the Uruguay Round Agreements Act, Publ. L. 103-465.
We have sent a copy of this letter to your representative
as indicated in the power of attorney.
If you have any questions concerning this matter, please
contact the person whose name and telephone number are shown
above.
Sincerely,
District Director
Enclosures
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
