<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
The Bank of New York Company, Inc.
(Exact name of registrant as specified in its charter)
New York 13-2614959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
48 Wall Street
New York, New York 10286
(Address of Principal Executive Offices, including Zip Code)
Putnam Profit-Sharing Plan
Putnam Stock Option Plan of The Bank of New York Company, Inc.
Putnam Incentive Stock Option Plan of The Bank of New York
Company, Inc.
(Full title of the plans)
__________________________________
Phebe C. Miller, Secretary
The Bank of New York Company, Inc.
One Wall Street
New York, New York 10286
(Name and address of agent for service)
__________________________________
(212) 635-1643
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
- ------------- ------------ -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 150,000 shares $39.50(1) $5,925,000(1) $2,043.00
$7.50 par value
Preferred Stock 150,000 rights (2) (2) (2)
Purchase Rights
</TABLE>
<PAGE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, based upon
the average of the high and low prices of the Registrant's Common Stock as
reported on the New York Stock Exchange Consolidated Tape on August 24,
1995.
(2) There is no independent market for the Preferred Stock Purchase Rights (the
"Rights") at this time. Until the occurrence of certain prescribed events,
the Rights are not exercisable, are evidenced by the certificates for the
Common Stock and will be transferred along with and only with such
securities. The market price of each share of Common Stock includes the
value of the share of Common Stock together with the value of the Right
appertaining thereto.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Bank of New York
Company, Inc. (the "Company") (File No. 1-6152) with the
Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, and June 30, 1995 and;
3. The Company's Current Reports on Form 8-K for the
report dates January 17, March 27, April 17, July 13 and August
8, 1995;
4. The description of The Company's Common Stock and the
related Preferred Stock Purchase Rights contained in the
Company's Registration Statement filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the Common
Stock offered hereby has been sold or which deregisters all the
Common Stock then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable
II-3
<PAGE>
Item 5. Interests of Named Experts and Counsel
Validity of Common Stock
The validity of the securities covered by this Registration
statement has been passed upon for the Company by Paul A.
Immerman, Esq., Senior Counsel of The Bank of New York.
Item 6. Indemnification of Directors and Officers
The By-Laws (Section 7.1) of the Company provide the
following:
Except to the extent expressly prohibited by the New
York Business Corporation Law, the Company shall indemnify any
person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact
that such person or such person's testator or intestate is or
was a director or officer of the Company, or serves or served at
the request of the Company any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
in any capacity, against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses, including attorneys'
fees, incurred in connection with such action or proceeding, or
any appeal therein; provided that no such indemnification shall
be made if a judgment or other final adjudication adverse to
such person establishes that his or her acts were committed in
bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that
he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled; and
provided further that no such indemnification shall be required
with respect to any settlement or other nonadjudicated
disposition of any threatened or pending action or proceeding
unless the Company has given its prior consent to such
settlement or other disposition.
The Company may advance or promptly reimburse upon request
any person entitled to indemnification hereunder for all
expenses, including attorneys' fees, reasonably incurred in
defending any action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by or on
behalf of such person to repay such amount if such person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so
advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in
good faith with any request by the Company that common counsel
be utilized by the parties to an action or proceeding who are
similarly situated unless to do so would be inappropriate due to
actual or potential differing interests between or among such
parties.
Nothing herein shall limit or affect any right of any
person otherwise than hereunder to indemnification or expenses,
including attorneys' fees, under any statute, rule, regulation,
II-4
<PAGE>
certificate of incorporation, by-law, insurance policy, contract
or otherwise.
Anything in these By-laws to the contrary
notwithstanding, no elimination of this By-law, and no amendment
to this By-law adversely affecting the right of any person to
indemnification or advancement of expenses hereunder, shall be
effective until the 60th day following notice to such person of
such action, and no elimination of or amendment to this By-law
shall deprive any person of his or her rights hereunder arising
out of alleged or actual occurrences, acts or failures to act
prior to such 60th day.
The Company shall not, except by elimination of or
amendment to this By-law in a manner consistent with the
preceding paragraph, take any corporate action or enter into any
agreement which prohibits, or otherwise limits the rights of any
person to, indemnification in accordance with the provisions of
this By-Law. The indemnification of any person provided by this
By-Law shall continue after such person has ceased to be a
director or officer of the Company and shall inure to the
benefit of such person's heirs, executors, administrators and
legal representatives.
The Company is authorized to enter into agreements with
any of its directors or officers extending rights to
indemnification and advancement of expenses to such person to
the fullest extent permitted by applicable law, but the failure
to enter into any such agreement shall not affect or limit the
rights of such person pursuant to this By-law, it being
expressly recognized hereby that all directors or officers of
the Company by serving as such after the adoption hereof, are
acting in reliance hereon and that the Company is estopped to
contend otherwise.
In case any provision in this By-law shall be determined at
any time to be unenforceable in any respect, the other
provisions shall not in any way be affected or impaired thereby,
and the affected provision shall be given the fullest possible
enforcement in the circumstances, it being the intention of the
Company to afford indemnification and advancement of expenses to
its directors and officers, acting in such capacities or in the
other capacities mentioned herein to the fullest extent
permitted by law.
For purposes of this By-law, the Company shall be deemed
to have requested a person to serve an employee benefit plan
where the performance by such person of his or her duties to the
Company also imposes duties on, or otherwise involves services
by, such person to the plan or participants or beneficiaries of
the plan, and excise taxes assessed on a person with respect to
any employee benefit plan pursuant to applicable law shall be
considered indemnifiable expenses. For purposes of this By-law,
the term "Company" shall include any legal successor to the
Company, including any corporation which acquires all or
substantially all of the assets of the Company in one or more
transactions.
II-5
<PAGE>
A person who has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or
proceeding of the character described in the first paragraph of
this By-law shall be indemnified as authorized in such
paragraph. Except as provided in the preceding sentence and
unless ordered by a court, indemnification under this By-law
shall be made by the Company if, and only if, authorized in the
specific case:
(1) By the Board of Directors acting by a quorum
consisting of directors who are not parties
to such action or proceeding upon a finding
that the director or officer has met the
standard of conduct set forth in the first
paragraph of this By-law, or,
(2) If such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors
so directs:
(a) by the Board of Directors upon the opinion in
writing of independent legal counsel that
indemnification is proper in the circumstances
because the standard of conduct set forth in the
first paragraph of this By-law has been met by
such director or officer, or
(b) by the shareholders upon a finding that the
director or officer has met the applicable
standard of conduct set forth in such paragraph.
If any action with respect to indemnification of directors and
officers is taken by way of amendment of these By-Laws,
resolution of directors, or by agreement, the Company shall, not
later than the next annual meeting of shareholders, unless such
meeting is held within three months from the date of such action
and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled
to vote for the election of directors a statement specifying the
action taken.
With certain limitations, Sections 721 through 726 of
the New York Business Corporation Law permit a corporation to
indemnify a director or officer made a party to an action (i) by
a corporation or in its right in order to procure a judgement in
its favor unless he shall have breached his duties, or (ii)
other than an action by or in the right of the corporation in
order to procure a judgment in its favor if such director or
officer acted in good faith and in a manner reasonably believed
to be in or, in certain cases, not opposed to such corporation's
best interests, and additionally, in criminal actions, had no
reasonable cause to believe his conduct was unlawful.
II-6
<PAGE>
In addition, the Company maintains a directors and
officers insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
- ------- -----------------------
3.1 Restated Certificate of Incorporation of the
Company, incorporated by reference to Exhibit 4 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994. (File No. 1-6152)
3.2 By-laws of the Company, incorporated by reference to
Exhibit 3(a) to the Company's 1987 Annual Report on
Form 10-K. (File No. 1-6152)
4.1 Rights Agreement, including form of Preferred Stock
Purchase Rights, incorporated herein by reference to
the Company's Registration Statement on Form 8-A
dated December 18, 1985.
4.2 First Amendment, dated as of June 13, 1989, to the
Rights Agreement, including form of Preferred Stock
Purchase Right, dated as of December 10, 1985,
between The Bank of New York Company, Inc. and The
Bank of New York, as Rights Agent, incorporated by
reference to the amendment on Form 8, dated June 14,
1989, to the registrant's Registration Statement on
Form 8-A, dated December 18, 1985.
4.3 Second Amendment, dated as of April 30, 1993, to the
Rights Agreement, including form of Preferred Stock
Purchase Right, dated as of December 10, 1985,
between The Bank of New York Company, Inc. and The
Bank of New York, as Rights Agent, incorporated by
reference to the amendment on Form 8-A/A, dated
April 30, 1993, to the registrant's Registration
Statement on Form 8-A, dated December 18, 1985.
4.4 Third Amendment, dated as of March 8, 1994, to the
Rights Agreement, dated as of December 10, 1985,
between The Bank of New York Company, Inc. and The
Bank of New York, as Rights Agent, incorporated by
reference to the amendment on Form 8-A/A, filed
March 23, 1994, to the Company's Registration
Statement on Form 8-A, dated December 18, 1985.
II-7
<PAGE>
4.7 Specimen of Certificate for the Company's Common
Stock, incorporated by reference to exhibit 4.4
to the Company's Registration Statement on Form S-
8 filed January 29, 1993 (Registration No. 33-
57670).
4.8 The Profit Sharing Plan for Employees of The Putnam
Trust Company of Greenwich
4.9 Amendment to The Profit Sharing Plan for Employees of
The Putnam Trust Company of Greenwich
4.10 The Putnam Trust Stock Option Plan
4.11 Amendment to The Putnam Trust Stock Option Plan
4.12 The Putnam Trust Incentive Stock Option Plan
4.13 Amendment to The Putnam Trust Incentive Stock Option
Plan dated May 17, 1995
4.14 Amendment to The Putnam Trust Incentive Stock Option Plan
5.1 Opinion of Counsel
5.2 Determination Letter from the Internal Revenue
Service regarding the Putnam Profit-Sharing Plan.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of counsel (included in Exhibit 5.1 to this
Registration Statement).
24 Powers of Attorney
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
II-8
<PAGE>
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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 the time shall be deemed to be
the initial bona fide offering thereof.
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.
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, and the State of New York, on the 31st
day of August, 1995.
The Bank of New York Company, Inc.
/s/ Deno D. Papageorge
By: _______________________________
Deno D. Papageorge
Senior Executive VIce President
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on the 31st day of
August, 1995.
Signature Title
--------- -----
Chairman of the Board and
Chief Executive Officer
/s/ J. Carter Bacot (Principal Executive
_____________________________ Officer) and Director
(J. Carter Bacot)
Senior Executive Vice
President
/s/ Deno D. Papageorge (Principal Financial
_____________________________ Officer)
(Deno D. Papageorge)
Comptroller
/s/ Robert E. Keilman (Principal
_____________________________ Accounting Officer)
(Robert E. Keilman)
* Director
____________________________
(Richard Barth)
* Director
____________________________
(Frank Biondi, Jr.)
* Director
____________________________
(William R. Chaney)
II-10
<PAGE>
Signature Title
--------- -----
* Vice Chairman and Director
____________________________
(Samuel F. Chevalier)
Director
____________________________
(Anthony P. Gammie)
* Director
____________________________
(Ralph E. Gomory)
* Senior Executive Vice
____________________________ President and Director
(Alan R. Griffith)
Director
____________________________
(Edward L. Hennessy, Jr.)
* Director
____________________________
(John C. Malone)
* Director
____________________________
(Donald L. Miller)
Director
____________________________
(H. Barclay Morley)
* Director
____________________________
(Martha T. Muse)
* Director
____________________________
(Catherine A. Rein)
II-11
<PAGE>
Signature Title
--------- -----
* President and Director
____________________________
(Thomas A. Renyi)
* Director
____________________________
(Harold E. Sells)
* Director
____________________________
(W.S. White)
* Deno D. Papageorge, by signing
his name hereto on August 31, 1995,
does hereby sign this document on
behalf of each of the indicated
directors of the registrant
pursuant to powers of attorney
duly executed by such persons.
____________________________________
Deno D. Papageorge, Attorney-in-Fact
II-12
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Greenwich, State of Connecticut, on
the 24th day of August, 1995.
Profit Sharing Plan for
Employees of The Putnam Trust
Company of Greenwich,
Connecticut
By: THE PUTNAM TRUST COMPANY
OF GREENWICH, as trustee
/s/ Michael M. Cassell
By:__________________________
Michael M. Cassell
President and Chief
Executive Officer
II-13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
3.1 Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994. (File No. 1-6152)
3.2 By-laws of the Company, incorporated by reference to
Exhibit 3(a) to the Company's 1987 Annual Report on
Form 10-K. (File No. 1-6152)
4.1 Rights Agreement, including form of Preferred Stock
Purchase Rights, incorporated herein by reference to
the Company's Registration Statement on Form 8-A dated
December 18, 1985.
4.2 First Amendment, dated as of June 13, 1989, to the
Rights Agreement, including form of Preferred Stock
Purchase Right, dated as of December 10, 1985, between
The Bank of New York Company, Inc. and The Bank of New
York, as Rights Agent, incorporated by reference to the
amendment on Form 8, dated June 14, 1989, to the
registrant's Registration Statement on Form 8-A, dated
December 18, 1985.
4.3 Second Amendment, dated as of April 30, 1993, to the
Rights Agreement, including form of Preferred Stock
Purchase Right, dated as of December 10, 1985, between
The Bank of New York Company, Inc. and The Bank of New
York, as Rights Agent, incorporated by reference to the
amendment on Form 8-A/A, dated April 30, 1993, to the
registrant's Registration Statement on Form 8-A, dated
December 18, 1985.
4.4 Third Amendment, dated as of March 8, 1994, to the
Rights Agreement, dated as of December 10, 1985,
between The Bank of New York Company, Inc. and The Bank
of New York, as Rights Agent, incorporated by reference
to the amendment on Form 8-A/A, filed March 23, 1994,
to the Company's Registration Statement on Form 8-A,
dated December 18, 1985.
4.7 Specimen of Certificate for the Company's Common
Stock, incorporated by reference to exhibit 4.4 to
the Company's Registration Statement on Form S-8
filed January 29, 1993 (Registration No. 33-57670).
4.8 The Profit Sharing Plan for Employees of The Putnam
Trust Company of Greenwich
</TABLE>
<PAGE>
<TABLE>
<S> <C>
4.9 Amendment to The Profit Sharing Plan for Employees of
The Putnam Trust Company of Greenwich
4.10 The Putnam Trust Stock Option Plan
4.11 Amendment to The Putnam Trust Stock Option Plan
4.12 The Putnam Trust Incentive Stock Option Plan
4.13 Amendment to The Putnam Trust Incentive Stock Option
Plan dated May 17, 1995
4.14 Amendment to The Putnam Trust Incentive Stock Option Plan
5.1 Opinion of Counsel
5.2 Determination Letter from the Internal Revenue Service
regarding the Putnam Profit-Sharing Plan.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of counsel (included in Exhibit 5.1 to this
Registration Statement).
24 Powers of Attorney
</TABLE>
<PAGE>
EXHIBIT 4.8
TABLE OF CONTENTS
<TABLE>
<S> <C>
SECTION I Definitions
SECTION II Eligibility 7
SECTION III Restoration to Service. 8
SECTION IV Distribution Dates 9
SECTION V Company Contributions 13
SECTION VI Allocation of the Company's Contribution 14
SECTION VII Accounts and Valuation of the Fund. 22
SECTION VIII Method of Distribution. 23
SECTION IX Time of Commencement of Payments. 26
SECTION X Limitation of Assignment. 27
SECTION XI Limitation of Rights of the Participant. 28
SECTION XII Payments to Incompetents. 29
SECTION XIII Distributions in Cases of Hardship Or at
Participant's Election 30
SECTION XIV Administration of the Plan 33
SECTION XV Trust Agreement 36
SECTION XVI Amendment to or Termination of the Plan 3
SECTION XVII Merger or Consolidation 39
SECTION XVIII Top-Heavy Plan Limitations 40
SECTION XX Construction 43
</TABLE>
<PAGE>
SECTION I
---------
Definition
----------
The following words and phrases shall be defined as stated below unless a
different meaning is plainly required by the context:
1.01 "Accumulated Profit Allocation Units" means the total Profit
Allocation Units of a Participant in the Fund.
1.02 Adjustment Factor" shall mean the cost of living adjustment factor
prescribed by the Secretary of the Treasury under Section 415(d) of
the Code for years beginning after December 31, 1987, as applied to
such items and in such manner as the Secretary shall provide.
1.03 "Annual Earnings" shall be the basic annual compensation plus overtime
payments as of December 31st of each year exclusive of any special
compensation such as bonus payments, profit-sharing or other similar
distributions. Annual Earnings shall include any amount contributed
by the Company pursuant to a salary reduction agreement which is not
includable as income under section 125 of the Code. In the event an
Employee shall be on leave of absence without compensation during any
year or portion thereof, his Annual Earnings for such year shall be
his Annual Earnings as of December 31st as hereinabove defined or the
rate of his regular basic annual compensation as of January 1st of
such year, whichever is lesser. Annual Earnings on and after January
1, 1989 for any purpose under the Plan, shall be limited to $200,000
multiplied by the Adjustment Factor for Plan Years beginning in 1990
and thereafter, in accordance with the Code and regulations. In
determining the Annual Earnings of a Participant for purposes of this
limitation, the rules of section 414(q)(6) of the Code shall apply,
except in applying such rules, the term "family" shall include only
the spouse of the participant and any lineal descendants of the
participant who have not attained age 19 before the close of the year.
If, as a result of the application of such rules adjusted $200,000
limitation is exceeded, then the limitation shall be prorated among
the affected individual's Annual Earnings determined under this
section prior to the application of this limitation.
If Annual Earnings for any prior Plan Year is taken into account in determining
an Employee's allocation for the current Plan Year, the Annual Earnings for such
prior year is subject to the applicable limit in effect for that prior year.
For this purpose, for Plan Years prior to January 1, 1990 the applicable
limitation for Annual Earnings is $200,000.
<PAGE>
1.04 "Beneficiary" means the person or persons designated by a Participant
or the person or persons designated by the Committee to receive any
amounts payable under the Plan in accordance with Section 4.02 hereof
after the death of the Participant.
1.05 "Board" means the Board of Directors of the Company.
1.06 "Break in Service" means a break in an Employee's Continuous Service
which shall occur in any Employment Year or Plan Year, as the case may
be, commencing on or after January 1, 1976, during which the Employee
fails to complete more than 500 Hours of Service. Solely for
determining whether a Break in Service has occurred, an employee shall
be granted 501 Hours of Service as a result of an absence due to
pregnancy, birth or adoption of a child, or caring for a child
following birth or adoption provided that, the Employee furnishes the
Committee with such timely information as the Committee shall require
that the absence from service is the result of the reasons specified
under this Section 1.06. For purposes of the above, Hours of Service
shall be credited to the Employee in the Employment Year or Plan Year,
as the case may be, in which an absence from service commences if such
crediting of Hours of Service would prevent a Break in Service. In
each other case, Hours of Service will be credited in the subsequent
Employment Year or Plan Year, as the case may be.
1.07 "Code" means the Internal Revenue Code of 1986 as now in effect or as
hereafter amended. All citations to sections of the Code are to such
sections as they may from time to time be amended or renumbered.
1.08 "Company" means The Putnam Trust Company of Greenwich.
1.09 "Continuous Service" means, on and after January 1, 1976, each Plan
Year in which an Employee completes at least 1,000 Hours of Service.
No Continuous Service shall be recognized for any Plan Year, other
than the year in which the Employee retires, dies or otherwise
terminates employment with the Company, in which an Employee completes
less than 1,000 Hours of Service.
An Employee who is granted an authorized leave of absence shall not be
considered to have incurred a Break in Service and shall continue to accrue
Continuous Service during the period covered by such authorized leave of
absence.
With respect to an Employee who was in the employ of the Company on January 1,
1976, Continuous Service for service rendered prior, to that date shall include
the continuous service
<PAGE>
recognized through December 31, 1975 under the terms of the Plan in effect on
the latter date.
1.10 "Controlled Group" or "Affiliated Employer" means the Company and any
corporation which is a member of a controlled group of corporations
(as defined in Section 414(b) of the Code) which includes the Company;
any trade or business (whether or not incorporated) which is under
common control (as defined in Section 414(c) of the Code) with the
Company; any organization (whether or not incorporated) which is a
member of an affiliated service group (as defined in Section 414(m) of
the Code) which includes the Company; and any other entity required to
be aggregated with the Company pursuant to regulations under Section
414(o) of the Code.
1.11 "Total and Permanent Disability" means a Participant who is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or to be of a long continued and indefinite duration
and such Participant is able to provide proof of the existence
thereof.
1.12 "Elective Deferrals" shall mean contributions made to the Plan during
the Plan Year by the Company, at the election of the Participant, in
lieu of cash compensation and shall include contributions made
pursuant to a salary reduction agreement pursuant to Section 13.02.
1.13 "Employee" means any Employee of the Company whose employment consists
of at least 1,000 Hours of Service during a Plan Year. Persons
employed on a commission, contract or retainer basis shall not be
included within the meaning of the term "Employee".
A leased employee as that term is defined in Code Section 414(n) and regulations
thereunder will not be eligible to become a participant in this Plan provided
that the Plan otherwise satisfies the requirements of Section 410(b).
Notwithstanding the foregoing, leased employees will be considered Employees for
every other purpose under the Plan.
1.14 "Employee Benefits Committee" means the Committee which shall direct
the general administration of the Plan in accordance with Section XIV
hereof.
1.15 "Employment Year(s)" means, for each Employee, each period of 12
consecutive months following, (i) the date of employment commencement,
or if he has incurred a Break in Service, the date of his return to
service and (ii) thereafter, the anniversary dates thereof.
<PAGE>
1.16 "Family Member" shall mean an individual described in Section
414(q)(6)(B) of the Code.
1.17 "Highly Compensated Employee" shall mean a "highly compensated active
employee" or a "highly compensated former employee". A highly
compensated active employee includes any employee who performs service
for the Employer during the determination year and who during the look
back year: (i) received compensation from the Employer in excess of
$75,000 (adjusted by the Adjustment Factor); (ii) received
compensation from the Employer in excess of $50,000 (adjusted by the
Adjustment Factor) and was a member of the top paid group for such
year; (iii) was an officer of the Employer and received compensation
during such year that is greater than 50% of the dollar limit in
effect under 415(b)(1)(A) of the Code.
The term Highly Compensated Employee also includes: (i) Employees who are both
described in the preceding sentence if the term "determination year" is
substituted for the term "look-back year" and the Employee is one of the 100
Employees who received the most compensation from the Employer during the
determination year; and (ii) Employees who are 5 percent owners at any time
during the look-back year or determination year.
If no officer has satisfied the compensation requirement of (iii) above during
either a determination year or look-back year, the highest paid officer for such
year shall be treated as a Highly Compensated Employee.
For this purpose, the determination year shall be the Plan Year. The look-back
year shall be the twelve-month period immediately preceding the determination
year, unless the Employer elects to make such look-back year calculation for a
Plan Year on the basis of the calendar year ending with the Plan Year being
tested. If the Company elects to make the calendar year contribution with
respect to one plan, entity or arrangement, then such election shall apply with
respect to all such plans, entities and arrangements of the Employer.
A highly compensated former employee includes any Employee who separated from
service (or was deemed to have separated) prior to the determination year,
performs no service for the employer during the determination year, and was a
highly compensated active employee for either the separation year or any
determination year ending on or after the Employee's 55th birthday.
If an Employee is, during a determination year or look-back year, a Family
Member of either a 5 percent owner who is an active or former Employee or a
Highly Compensated Employee who is one of the 10 most highly compensated
employees ranked on the basis of
<PAGE>
compensation paid by the Employer during such year, then the Family Member and
the 5 percent owner or top-ten Highly Compensated Employee shall be aggregated.
In such case, the Family Member and 5 percent owner or top-ten Highly
Compensated Employee shall be treated as a single employee receiving
compensation and Plan contributions or benefits equal to the sum of such
compensation and contributions or benefits of the Family Member and 5 percent
owner or top-ten Highly Compensated Employee.
The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group,
the top 100 Employees, the number of Employees treated as officers and the
compensation that is considered, will be made in accordance with section 414(q)
of the Code and the regulations thereunder.
1.18 "Hour of Service" means
(1) Each hour for which an Employee is paid or entitled to payment
for the performance of duties for the Company.
(2) Each hour for which an Employee is paid or entitled to payment by
the Company to a maximum of 501 hours, on account of a period of
time during which no duties are performed (irrespective of
whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity, (including disability),
layoff, jury duty, military duty or leave of absence.
Notwithstanding the preceding sentence, the Employee will not be
credited with Hours of Service if no duties are performed and
payment is made or due under a plan maintained solely for the
purpose of complying with applicable workmen's compensation or
unemployment compensation or disability insurance laws and Hours
of Service will not be credited for a payment which solely
reimburses an Employee for medical or medically related expenses
incurred by the Employee.
(3) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Company, provided,
however, that no more than 501 Hours of Service will be credited
for payments of back pay to the extent that such back pay is
awarded or agreed to for a period during which an Employee did
not or would not have performed duties.
<PAGE>
The same Hours of Service shall not be credited under paragraphs (1),
(2), and (3) of this definition (1. 18). Hours of Service shall be
credited in the same manner for Employees who are considered Employees
through the application of Code Section 414(n) and regulations issued
pursuant thereto.
Hours of Service shall be computed and credited in accordance with
paragraphs (b) and (c) of Section 2530.200b-2 of the Department of
Labor Regulations.
1.19 "Non-Highly Compensated Employee" shall mean an Employee of the
Company who is neither a Highly Compensated Employee nor a Family
Member.
1.20 "Participant" means any Employee who has met the eligibility
requirements for participation in the Plan as set forth in Section H.
1.21 "Plan" means the Profit-Sharing Plan for Employees of The Putnam Trust
Company of Greenwich, Connecticut.
1.22 "Plan Year" means a period of 12 months beginning on January 1st and
ending on December 31st of each calendar year.
1.23 "Profit Allocation Units" means the Participant's share of the
Company's contribution allocated to such Participant in any Plan Year
in accordance with Section VI hereof
1.24 "Qualified Domestic Relations Order" means a judgment, decree, or
order which relates to the provision of child support, alimony
payments, or marital property rights to a Spouse, former spouse, child
or other dependent of a Participant made pursuant to a State domestic
relations order. Such Qualified Domestic Relations order must specify
the name and address of the Participant and alternate payee, the
amount or percentage (or a determination thereof) of the Participant's
benefit to be paid to the alternate payee, the number of payments (or
periods) to which the order applies and that the order applies to this
Plan.
1.25 "Qualified Joint and Survivor Annuity" means an annuity payable for
the life of the Participant with payments continuing after his death
to, and for the life of, his Spouse in an amount equal to one half of
such benefit payable to the Participant. The Joint and Survivor
Annuity will be the amount of benefit which can be purchased with the
Participant's account balance. A purchase of any annuity under this
Plan shall be made
<PAGE>
without distinguishing Participants on the basis of sex.
1.26 "Qualified Nonelective Contributions" shall mean contributions (other
than matching contributions) made by the Company and allocated to
Participants' accounts that the Participant may not elect to receive
in cash until distributed from the Plan; that are 100 percent vested
and nonforfeitable when made; and that are not distributable under the
terms of the Plan to Participants or their beneficiaries earlier than
the earlier of:
(i) separation from service, death, or disability of the
Participant;
(ii) attainment of the age 59-1/2 by the Participant;
(iii) termination of the plan without establishment of a successor
plan; or
(iv) upon hardship of the Participant, pursuant to the terms set
forth in Section 13.01.
1.27 "Spouse" means the legal spouse of the Employee, on the earlier of the
Participant's benefit commencement date or the date of the
Participant's death.
1.28 "Trustee" means the Trustee under the Trust Agreement providing for
the Trust Fund.
1.29 "Trust Fund" means the Fund established under the Trust Agreement by
contributions made by the Company from which payments are made
pursuant to the Plan and the Trust Agreement.
Wherever used in the Plan the masculine pronoun shall be deemed to include the
feminine gender unless the context clearly indicates otherwise.
Pursuant to Code Section 401(a)(27) this Plan is intended to be a profit sharing
plan with a 401(k) arrangement.
SECTION II
----------
Eligibility
-----------
2.01 Each Employee of the Company on January 1, 1976 who was a Participant
in the Plan on December 31, 1975 shall continue as a Participant in
the Plan.
<PAGE>
2.02 Each other Employee shall become a Participant in the Plan, commencing
on or after January 1, 1976, on the first day of the month coincident
with or next following the date on which he has completed three years
of Continuous Service.
2.03 Effective January 1, 1989, each Employee who is not a Participant
under Section 2.01 or 2.02 shall commence participation on the first
day of the month coincident with or next following the date he has
completed one Year of Continuous Service.
2.04 For the purpose of this Section, years of Continuous Service shall be
each Employment Year in which an Employee completes at least 1,000
Hours of Service. If during any Employment Year an Employee completes
less than 1,000 but more than 500 Hours of Service, then years of
Continuous Service thereafter shall be each Plan Year in which such
Employee completes at least 1,000 Hours of Service. The new
computation period shall commence on the first day of the Plan Year
immediately preceding the end of the Employment Year in which the
Employee did not complete 1,000 Hours of Service.
<PAGE>
SECTION III
-----------
Restoration to Service
----------------------
3.01 Service and Participation
-------------------------
Effective for Plan Years beginning on and after January 1, 1989.
(a) If an Employee is rehired with the five year period following the date of
his termination of employment, such Employee shall participate in the Plan
as of the date he completes the requirements of Section II and Years of
Continuous Service prior to a Break in Service shall be restored on the
reemployment commencement date.
(b) If an Employee is rehired more than five years after his termination of
employment he shall become a Participant in the Plan on the date he
satisfies the requirements of Section II. Years of Continuous Service
prior to the Break in Service shall be restored on the Employee's
reemployment commencement date only if the length of the Break in Service
does not exceed the greater of (i) five years or (ii) Years of Continuous
Service completed prior to the Break in Service.
(c) If a former Participant is rehired, he shall again become a participant in
the Plan on the date of his reemployment and Years of Continuous Service
shall be restored.
<PAGE>
SECTION IV
----------
Distribution Dates
------------------
4.01 Retirement
Upon actual retirement from Continuous Service with the Company
(whether at normal retirement date which is the first day of the month
coinciding with or next following a Participant's 65th birthday or
such other later retirement date) a Participant shall be entitled as
of his actual retirement date to receive his Accumulated Profit
Allocation Units in his account on such date.
A Participant may elect to defer payment of his Accumulated Profit
Sharing Units beyond retirement, but not later than the date payments
are required to commence under Section 9.02. In the event a
Participant elects to defer payment under this Section 4.01, then such
Participant may elect to have the value of his Profit Allocation Units
invested in one of the following methods:
(a) the Participant's Accumulated Profit Allocation Units shall be
multiplied by the dollar value of the unit as determined on the
date of valuation coinciding with or immediately following the
date of the Participant's termination of service. Such amount
shall be invested in a specific interest bearing account at a
rate not less than the interest rate earned by the Trust Fund on
the valuation date on which the value of the Participant's
Accumulated Profit Allocation Units was determined and shall be
annually adjusted on the first month of each calendar year to
reflect then current rates of interest;
(b) the Participant's Accumulated Profit Allocation Units shall
remain in the Fund and continue to share in any gains and losses
of the Trust Fund. Gains and losses shall be credited from the
date of termination to the date of commencement of payments.
A Participants election of investment under this Section 4.01 shall be
irrevocable. Payment shall be made in the amount and manner set forth
in Section VIII hereof.
4.02 Death
-----
<PAGE>
In the event that a Participant shall die while in the Continuous
Service of the Company or during a period of deferred payment as
provided in Section 4.04 following termination of service, his
Accumulated Profit Allocation Units shall be paid in the following
manner.
(a) A Participant who is not married to a Spouse, whose Spouse cannot
be located, or who has been abandoned by a Spouse (within the
meaning of local law) or is legally separated from a Spouse and
has a court order to such effect, or such other circumstance
exists that may later be prescribed by the Secretary of the
Treasury to be an exception to the rules of Section 4.02(b),
shall have the distribution of his Accumulated Profit Sharing
units made in the manner set forth in Section 8.01, to be
effective upon his date of death and distributed as soon as
practicable thereafter.
(b) A Participant who is married to a Spouse, shall have the
distribution of his Accumulated Profit Allocation Units, payable
to his Spouse, in the form described in Section 8.01 or 8.02 or
8.03, whichever is applicable. If the distribution to the Spouse
is determined under Section 8.01 or 8.03 then the Spouse shall be
entitled to receive such Units within a reasonable time which is
not later than 90 days following the date of the Participant's
death. If such payments are made under Section 8.02, then such
payments shall commence on any date following the death of the
Participant which is not later than the Participant's Normal
Retirement Date. A Participant who is married to a Spouse, may
not designate a Beneficiary other am his Spouse unless such
Participant and his Spouse consent in writing and in accordance
with this section to a non-Spouse Beneficiary. The consent of
the Spouse shall only be effective if such consent acknowledges
the effect of waiving any distributions under the Plan, specifies
alternate Beneficiary, if any, and such consent is witnessed by a
notary public or Plan representative. The Spouse's consent shall
only be effective with respect to such Spouse.
(c) Notwithstanding Sections (a) or (b) above if the value of the
Participant's Accumulation Profit Allocation Units is $3,500 or
less on the Participants date of death, such Units shall be
distributed in one lump sum payment as soon as practicable
thereafter without the consent of the Beneficiary or Spouse. If
the value of such Units
<PAGE>
is greater than $3,500 then such amounts may not be distributed
without the consent of the Beneficiary or Spouse except if
required under Section 4.03.
When an Employee becomes a Participant of the Plan, the Committee
shall provide the Participant with written explanation of all benefits
provided upon the death of a Participant under the Plan, and the
Participant shall designate, by filing with the Committee on a form
provided by the Committee, the name of the Beneficiary or
Beneficiaries to receive any amounts due in the event of his death.
The Participant may, in the same manner, revoke such Beneficiary
designation and designate successor Beneficiaries from time to time;
except that, the designation of Beneficiary other than the Spouse,
which has been consented to by such Spouse, may not be altered or
changed without the Spouse's consent to the designation, except that a
change from a non-Spouse Beneficiary to the Spouse as beneficiary
shall not require the consent of the Spouse. In the event that there
is no designated Beneficiary surviving the Participant, any amounts
due shall be paid to the Spouse, if there is no Spouse, the Spouse has
died or cannot be located, any amounts due shall be paid to one or
more of the following persons designated by the Committee: the
Participant's (1) children, (2) parents, (3) brothers and sisters, (4)
executors or administrators in their representative capacity. In the
event of the death of a Beneficiary or a retired or terminated
Participant, all amounts thereafter payable with respect to him shall
be paid to the remaining or surviving Beneficiary or Beneficiaries.
4.03 Distribution on Death
---------------------
All distributions required under this Section, shall be determined and
made in accordance with the proposed regulations under Section
401(a)(9) of the Code, including the minimum incidental benefit
requirements of Section 1.401(a)(9)-2 of the proposed regulations.
Upon the death of the Participant, the following distribution
provisions shall take effect:
(a) Distribution beginning before death. If the Participant dies
after distribution of his or her interest has begun, the
remaining portion of such interest will continue to be
distributed at least as rapidly as under the method of
distribution being used prior to the Participant's death.
(b) Distribution beginning after death. If the Participant dies
before distribution of his or her
<PAGE>
interest begins, distribution of the Participant's vested
Accumulated Profit Allocation Units shall be completed by
December 31 of the calendar year containing the fifth anniversary
of the Participant's death except to the extent that an election
is made to receive distributions as follows:
(i) If any portion of the Participant's interest is payable
to a designated beneficiary, distributions made over
the life or over a period certain not greater than the
life expectancy of the designated beneficiary
commencing on or before December 31 of the calendar
year immediately following the calendar year in which
the Participant died; or
(ii) If the designated beneficiary is the Participant's
surviving Spouse, the date distributions are required
to begin in accordance with (a) above shall not be
earlier than the later of (1) December 31 of the
calendar year immediately following the calendar year
in which the Participant died and (2) December 31 of
the calendar year in which the Participant would have
attained age 70-1/2.
If the Participant has not made an election pursuant to this
section 4.03 by the time of his or her death the Participant's
designated beneficiary must elect the commencement of
distribution no later than the earlier of (1) December 31 of the
calendar year in which distributions would be required to begin
under this section, or (2) December 31 of the calendar year which
contains the fifth anniversary of the date of death of the
Participant. If the Participant has no designated beneficiary,
or if the designated beneficiary does not elect a commencement of
distribution, distribution of the Participant's entire interest
must be completed by December 31 of the calendar year containing
the fifth anniversary of the Participant's death.
(c) For purposes of section 4.03(b) above, if the surviving Spouse
dies after the Participant, but before payments to such Spouse
begin, the provisions of section 4.03(b) with the exception of
paragraph (ii) therein, shall be applied as if the surviving
Spouse were the Participant.
<PAGE>
(d) For purposes of this section 4.03, any amount paid to a child of
the Participant will be treated as if it had been paid to the
surviving spouse if the amount becomes payable to the surviving
Spouse when the child reaches the age of majority.
4.04 Termination or Service
In the event a Participant's service with the Company is terminated
for any reason other than death or retirement such Participant shall
be entitled to receive his Accumulated Profit Allocation Units as of
the date of his termination of service or the Participant may elect to
defer payment, but not later than the date payments are required to
commence under Section 9.02, in the amount and manner set forth in
Section VIII hereof. In the event that the Participant defers payment
after the termination of service the Participant may elect to have his
or her Accumulated Profit Allocation Units invested in one of the
following methods:
(a) the Participant's Accumulated Profit Allocation Units shall be
multiplied by the dollar value of the unit as determined on the
date of valuation coinciding with or immediately following the
date of the Participant's termination of service. The resultant
funds shall be invested in a specific account bearing an interest
rate not less than the interest rate earned by the Trust Fund on
the valuation date on which the value of the Participant's
Accumulated Profit Allocation Units was determined. Such
interest shall be credited to the Participant's account from the
date of termination to the date of commencement of payments and
shall be adjusted annually on the first month of each calendar
year to reflect then current interest rates; or
(b) the Participants Accumulated Profit Allocation units shall remain
in the Fund and continue to share in any gains or losses of the
Trust Fund. Gains and losses shall be credited from the date of
termination to the date of commencement of payments. If such
Participant should die during any period of deferred payment, the
Participants vested Accumulated Profit Allocation Units shall be
distributed according to Section 4.03.
A Participant's election under this Section 4.04 shall be irrevocable.
Notwithstanding the above, if the value of a terminated Participant's
Accumulated Profit Allocation Units is
<PAGE>
less than $3,500, then the value of such Units shall be distributed as
soon as practicable following termination of employment without the
consent of the Participant (or if married the Participants Spouse). If
the value of such Units exceed $3,500 then such amounts may not be
distributed prior to normal retirement date (as defined in Section
4.01) without the consent of the Participant.
4.05 Election on or after Age Sixty-two
Notwithstanding Section 13.01, a Participant who has completed 25
years of Continuous Service and has attained at least age 62 may elect
once, prior to termination of employment, to receive the Accumulated
Profit Allocation Units in his account on the date such election
becomes effective, payment shall be made in the amount and manner set
forth in Section VIII hereof. An election under this Section 4.05 may
be made 60 days prior to the date the Participant qualifies as to age
and Continuous Service or anytime thereafter. Such an election shall
become effective 60 days following the date the election is filed with
the Committee. Distribution made in accordance with this selection
shall not preclude the recipient from continued participation in the
Plan.
4.06 Disability
In the event a Participant incurs a Total and Permanent Disability he
shall be entitled to receive a distribution of his Profit Allocation
Units as of his Disability termination date, which shall be the first
day of the calendar month coincident with or next following the date
of such Total and Permanent Disability. Payment shall be made in the
amount and in the manner set forth in Section VIII hereof.
SECTION
Company Contributions
5.01 The Board in its sole discretion and by written resolution, shall
determine the amount, if any, that the Company shall contribute from
its capital, surplus and undivided profits to the Trust Fund for each
Plan Year; provided, however, that in no event shall the amount to be
considered for any Plan Year exceed the amount allowable as a
deduction in computing the Federal Income Tax of the Company for that
Plan Year, including any amount allowable as a deduction from income
tax of the Company for that Plan Year because of any failure to
contribute for any prior Plan Year in
<PAGE>
the full amount allowable as a deduction in such prior Plan Year.
All Company contributions made to the Plan shall be conditioned on its
deductibility. Any amounts determined to be disallowed by the
Secretary of the Treasury (or if such amount is less than $25,000
determined by the Company to be nondeductible) shall be returned to
the Company within one year of the date of disallowance of the
deduction.
5.02 The contribution payable for each Plan Year by the Company shall be
due as of the last day of the Plan Year and the payment thereof shall
be made at the close of the Plan Year or not later than the date
required for the Company to receive a tax deduction for such Plan
Year; provided, however, that if an underpayment is made due to a
mistake of fact, the Company, by written resolution of the Board, may
make a compensatory contribution within the subsequent Plan Year, such
contribution to be effective for purposes of allocation in accordance
with Section VI as of the due date of the underpayment.
5.03 Except as provided in Section 5.01 any and all contributions of the
Company made under the Plan shall be irrevocable and shall be
transferred by the Company to the Trustee to be used in accordance
with the provisions of the Plan, and neither such contributions nor
any income therefrom shall be used for, or diverted to, purposes other
than for the exclusive benefit of the Participant's in the Plan or
their Spouses or Beneficiaries; provided, however, that a contribution
made due to a mistake of fact may be returned to the Company within
one year of the payment of such contribution, upon receipt by the
Trustee of the Board's written request therefor.
5.04 Company contributions not subject to the election under Section 13.02
shall be 100% vested. Company contributions subject to the election
under Section 13.2 be 100% vested.
SECTION VI
----------
Allocation of the Company's Contribution
----------------------------------------
6.01 The Company's contribution to the Plan for each Plan Year shall be
allocated by the Committee among the Participants in the Continuous
Service of the Company on the last day of the Plan Year and, except
for any portion a Participant has elected to receive pursuant to
Section 13.02, the amount allocated to each such Participant shall be
credited to his account as Profit
<PAGE>
Allocation Units in the Fund on such date, all as provided in the
following paragraph.
The Company's contribution for each Plan Year shall be allocated among
such Participants in the same proportion that the Annual Earnings paid
to each such Participant for the Plan Year bears to the total Annual
Earnings paid to all Participants during such Plan Year.
After the Company's contribution for each Plan Year has been allocated
among such Participants in accordance with the paragraph immediately
preceding, such contribution (except for any portion any Participants
elect to receive pursuant to Section 13.02) shall be used to purchase
Profit Allocation Units in accordance with Section VII hereof, and the
Participant's account shall be credited with the number of Units that
may be purchased by such contribution.
6.02 Partial Year's Allocation
-------------------------
In the event an Employee is included in the Plan after the first day
of a Plan Year, he shall be entitled to share in the Company's
contribution to the Plan in that Plan Year on a pro rata basis.
Anything contained herein to the contrary notwithstanding, in the
event a Participant, his Spouse or his Beneficiary becomes entitled to
a distribution in accordance with Section IV hereof on a date other
than the first day of a Plan Year, he, his Spouse or his Beneficiary
shall be entitled to share in the Company's contribution to the Plan
in that Plan Year on a pro rata basis, such pro rata portion to be
payable as of the first day of the following Plan Year.
The actual compensation earned by the Participant in the partial
allocation period shall be used as a basis for computing, in
accordance with Section 6.01, his pro rata portion of the allocation.
For Plan Years commencing prior to January 1, 1977, the allocation,
based on the Annual Earnings as then defined, shall be in the
proportion that the Participant's completed full months of membership
bear to 12.
6.03 Annual Additions Limitation
---------------------------
Effective for Plan Years beginning on and after January 1, 1987, for
purposes of the Plan, 'Annual Addition' shall mean the amount
allocated to a Participant's account during the Plan Year that
constitutes:
(a) Company contributions,
<PAGE>
(b) Employee contributions,
(c) Forfeitures, and
(d) Amounts described in Section 415(l)(1) and 419(A)(d)(2) of the
Code.
Annual Additions shall also include Excess Contributions under Section
6.09. Excess Elective Deferrals returned in accordance with Section
6.08 shall not be included as Annual Additions under the Plan.
6.04 Maximum Annual Additions
------------------------
Notwithstanding anything contained herein to the contrary, the total
Annual Additions made to the account of a Participant for any Plan
Year shall not exceed the lesser of a) $30,000 (or if greater one
fourth of the limitation set forth in Section 415(b)(1) of the Code in
effect for the Plan Year) or b) 25 percent of the Participant's
compensation (as defined in Code Section 415(c)(3)) for such Plan
Year, or such other limit as may be prescribed under the Code.
Compensation for purposes of this section shall not apply to any
contribution for medical benefits (within the meaning of Section
419(A)(f)(2) of the Code) after separation from service which is
otherwise treated as an Annual Addition; or any amount otherwise
treated as an Annual Addition under Section 415(l)(1) of the Code).
If such Annual Additions exceed the limitations, such excess shall be
reallocated to eligible Participants in the same manner as provided in
Section 6.01 hereof
In addition, the otherwise permissible Annual Additions for any
Participant under this Plan shall be further reduced to the extent
necessary, as determined by the Committee, to prevent disqualification
of the Plan under Section 415 of the Code, which imposes the following
additional limitations on the benefits payable to Participants who
also may be participating in another tax qualified pension, profit
sharing, savings or stock bonus plan maintained by the Controlled
Group. If an individual is a Participant at any time in both a
defined benefit plan and a defined contribution plan maintained by the
Controlled Group, the sum of the "Defined Benefit Plan Fraction" and
the "Defined Contribution Plan Fraction" for any Plan Year shall not
exceed 1.O. The Defined Benefit Plan Fraction is a fraction, the
numerator of which is the Participant's projected annual benefit under
all
<PAGE>
defined benefit plans of the Controlled Group (determined at the
close of the Plan Year) and the denominator of which is the lesser of
(i) 1.25 multiplied by the dollar limitation in effect for such Plan
Year under Section 415(b)(1)(A) of the Code; or (ii) 1.4 multiplied by
100% of the Participant's average monthly compensation, as defined in
Section 1.415-2(d)(1)(i) of the regulations, during the three
consecutive years when the total compensation paid to him was highest.
The Defined Contribution Plan Fraction for any Plan Year is a
fraction, the numerator of which is the sum of the Annual Additions to
the Participant's accounts in all defined contribution plans
maintained by the Controlled Group for the Plan Year and for all prior
Plan Years and the denominator of which is the sum of the applicable
maximum amounts of Annual Additions which could have been made under
Section 415(c) of the Code for such Plan Year and for all prior years
of such Participant's employment (assuming for this purpose, that said
Code Section 415(c) had been in effect during such prior years). The
applicable maximum amount for any Plan Year shall be equal to the
lesser of (i) 1.25 multiplied by the dollar limitation if effect for
such Plan Year under subsection 415(c)(1)(A) of the Code; or (ii) 1.4
multiplied by 25% of the Participant's compensation for such Plan
Year. At the election of the Committee, special transitional rules
may apply for both the defined benefit fraction and the defined
contribution fraction for employees who were Participants as of
December 31, 1982.
For purposes of this limitation, all defined benefit plans of the
Controlled Group, whether or not terminated, are to be treated as one
defined benefit plan and all defined contribution plans of the
Controlled Group, whether or not terminated, are to be treated as one
defined contribution plan. The extent to which Annual Additions under
the Plan shall be reduced as compared with the extent to which the
annual benefit under any defined benefit plans shall be reduced in
order to achieve compliance with the limitations of Section 415 of the
Code shall be determined by the Committee in such a manner so as to
maximize the aggregate benefits payable to such Participant. If such
reduction is under this Plan, the Committee shall advise affected
Participants of any additional limitation on their annual benefits
required by this paragraph.
If amounts are allocated in a Plan Year to Participant(s) account(s)
which are in excess of the permitted Annual Additions for a Plan Year,
such excess shall be disposed of as follows:
<PAGE>
(a) The excess attributable to Effective Deferrals shall be returned
to Participant's on whose behalf such Elective Deferrals were
made.
(b) The excess amount in the Participant's account will be used to
reduce Company contributions (including any allocation of
forfeitures) for such Participant in the next Plan Year, and each
succeeding Plan Year if necessary.
(c) If after the application of paragraph (b) an excess amount still
exists, the excess amount will be held un-allocated in a suspense
account.
The suspense account will be applied to reduce future Company
contributions (including allocation of any forfeitures) for all
remaining Participants in the next Plan Year, and each succeeding
Plan Year if necessary.
(d) If a suspense account is in existence at any time during the
Plan Year pursuant to this Section, it will not participate in
the allocation of the investment gains and losses.
The above limitations are intended to comply with the provisions of
Section 415 of the Code so that the maximum benefits provided by plans
of the Controlled Group shall be exactly equal to the maximum amounts
allowed under Section 415 of the Code and regulations thereunder. If
there is any discrepancy between the provisions of this Section 6.04
and the provisions of Section 415 of the Code and regulations
thereunder, such discrepancy shall be resolved in such a way as to
give full effect to the provisions of Section 415 of the Code.
6.05 Maximum Elective Deferrals
Effective on and after January 1, 1987, no Participant shall be
permitted to have Elective Deferrals made under this Plan, or any
other qualified plan maintained by the Company, during any calendar
year in excess of $7000 multiplied by the Adjustment Factor. The
foregoing limit shall not apply to Elective Deferrals of amounts
attributable to service performed in 1986 and described in Section
1105(c)(5) of the Tax Reform Act of 1986. If a Participant, or the
Committee, determines that a Participant has contributed more than
$7,000 multiplied by the Adjustment Factor within a calendar year, the
Participant or Committee, may direct the excess amounts to be returned
in accordance with Section 6.08.
<PAGE>
6.06 Compliance with Non-Discrimination Requirements It is the intention
of the Company that the Plan be qualified under Section 401(k) of the
Code. In order to ensure qualification, the Committee may, from time
to time during each Plan Year, compute the Actual Deferral Percentage
(as described in Section 6.07) for all Participants to determine
whether the Plan can be expected to satisfy the non-discrimination
requirements set forth in the Code. In the event that the Committee
determines, in its sole discretion, that the Plan will not satisfy
such requirements, the Committee may prospectively refuse to make, on
an equitable basis, part or all of the Company contribution to Highly
Compensated Employees for the Plan Year or take any other action which
may be permitted under the Code.
6.07 Average Actual Deferral Percentage Elective Deferrals in excess of the
limits described below be returned to Participants pursuant to
Section 6.09. The nondiscrimination requirements are met only if one
of the following two tests are satisfied:
(a) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Actual Deferral Percentage for Eligible
Participants who are Nonhighly Compensated Employees for the Plan
Year multiplied by 1.25; or
(b) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Actual Deferral Percentage for Eligible
Participants who are Nonhighly Compensated Employees for the Plan
Year multiplied by 2, provided that the Average Actual Deferral
Percentage for Eligible Participants who are Highly Compensated
Employees does not exceed the Average Actual Deferral Percentage
for Eligible Participants who are Nonhighly Compensated Employees
by more Than two (2) percentage points.
(c) Definitions For purposes of these tests, the terms below shall
-----------
have the stated meanings:
(i) "Actual Deferral Percentage" shall mean the ratio (expressed
as a percentage), of Elective Deferrals, including Excess
Elective Deferrals (as defined in Section 6.08) of any
highly Compensated Employees, but excluding any Excess
Elective Deferrals of Nonhighly Compensated Employees that
arise solely from Elective Deferrals made under the Plan
and,
<PAGE>
at the Employer's election, Qualified Nonelective
Contributions, contributed on behalf of an Eligible
Participant for the Plan Year to the Eligible Participant's
Annual Earnings for the Plan Year. For purposes of computing
the Actual Deferral Percentage, an Employee who would be a
Participant but for the failure to make Elective Deferrals
shall be treated as a Participant on whose behalf no
Elective Deferrals are made.
On and after January 1, 1989 for purposes of determining
Elective Deferrals and Qualified Nonelective Contributions,
those amounts allocated to the Participant within the Plan
Year and actually paid to the Trust no later than the end of
the twelve month period immediately following the Plan Year
to which the Elective Deferral relates shall be included in
calculating the Actual Deferral Percentage for such Plan
Year, provided that the elective Deferral relates to Annual
Earnings that either (i) would have been received by the
Participant in the Plan Year but for the Participant's
election to defer, or (ii) is attributable to services
performed by the Participant in the Plan Year and but for
the Participant's election to defer would have been received
by the Participant within 2-1/2 months after the close of
the Plan Year.
(ii) "Average Actual Deferral Percentage" shall mean the average
(expressed as a percentage) of the Actual Deferral
Percentage of the Eligible Participants in a group.
(iii) "Compensation" means compensation for any Plan Year
determined in accordance with Code Section 414(s). The
Company may elect to include compensation which is not
currently includable in the Participant's gross income by
reason of the application of Code Section 125 and 402(a)(8),
provided such election is made consistently among all
Participants.
(iv) "Eligible Participant" shall mean any Employee of the
Employer who is otherwise authorized under the terms of
the Plan to have Elective Deferrals or Qualified Nonelective
Contributions allocated to his account for the Plan Year
(whether or not the
<PAGE>
Employee is a Participant for the entire Plan Year).
(d) Special Rules
(i) For purposes of determining the Actual Deferral Percentage
of any Participant who is a 5-percent owner or one of the
ten most highly paid Highly Compensated Employee, the
Elective Deferrals, Qualified Nonelective Contributions and
Annual Earnings of such Participant shall include the
Elective Deferrals, Qualified Nonelective Contributions and
Annual Earnings for the Plan Year of Family Members. Family
Members, with respect to Highly Compensated Employees, shall
be disregarded as to employees in determining the Actual
Deferral Percentage both for Participants who are Nonhighly
Compensated Employees and for Participants who are Highly
Compensated Employees.
(ii) For purposes of this Article IV, the Actual Deferral
Percentage for any Eligible Participant who is a Highly
Compensated Employee for the Plan Year, and who is eligible
to have Elective Deferrals allocated to this account under
two or more plans or arrangements described in Section
401(k) of the Code that are maintained by the Controlled
Group, shall be determined as if all such Elective Deferrals
and Qualified Non-elective Contributions were made under a
single arrangement. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements
that have different plan years, all cash or deferred
arrangements ending with or within the same calendar year
shall be treated as a single arrangement. Notwithstanding
the foregoing, certain plans As a be treated as separate if
mandatorily desegregated under regulations issued under
Section 401(k) of the Code.
(iii) In the event that this Plan satisfies the requirements of
Sections 401(k), 401(a)(4) or 410(b) of the Code only if
aggregated with one or more other plans, or if one or more
other plans satisfy the requirements of such sections of the
Code only if aggregated with this Plan, then this section
shall be applied by determining the Average Deferral
Percentage of Participants as if all such plans were a
single plan. For plan years
<PAGE>
beginning after December 31, 1989, plans may be aggregated
in order to satisfy section 401 (k) of the Code only if they
have the same Plan Year.
(iv) The Company shall maintain records sufficient to demonstrate
satisfaction of the Actual Deferral Percentage test and the
amount of Qualified Non-elective Contributions used in such
test.
(v) The determination and treatment of the Actual Deferral
Percentage amounts of any Participant shall satisfy such
other requirements as may be prescribed by the Secretary of
the Treasury.
6.08 Distribution or Excess Elective Deferrals
-----------------------------------------
(a) Notwithstanding any other provision of the Plan, any amounts
contributed in excess of the limit described under 6.05
(hereinafter known as Excess Elective Deferrals) plus any income
and minus any loss allocable thereto shall be distributed no
later than April 15, 1988, and each April 15 thereafter following
the close of the Plan Year to Participants who claim, or are
deemed to have claimed, such Excess Elective Deferrals for the
preceding calendar year in accordance with Section (b) below.
Excess Elective Deferrals returned in accordance with this
subsection (a) shall not be treated as Annual Additions under the
Plan.
(b) The Participant's claim shall be in writing, shall be submitted
to the Committee no later than March 1; shall specify the
Participant's Excess Elective Deferrals for the preceding
calendar year; and shall be accompanied by the Participant's
written statement that if such amounts are not distributed, such
Excess Elective Deferrals, when added to amounts deferred under
any other plan or arrangement described in Section 401(k) of the
Code, exceeds the limit imposed on the Participant by Section
402(g) of the Code for the year in which the deferral occurred.
In lieu of any action taken by the Participant, a Participant
shall be deemed to have claimed Excess Elective Deferrals to the
extent the Participant's Excess Elective Deferrals under this
Plan, when added to Excess Elective Deferrals under any Plan
maintained by the Company exceeds the limitation set forth in
Section 402(g) of the Code, and the Committee (as defined in
Section XIV upon such deemed notice of an Excess Elective
Deferral shall
<PAGE>
authorize the return of any such Excess Deferral Amounts by
refunding such amounts no later than April 15 following the close
of the calendar year in which such excess was contributed.
Excess Elective Deferrals may be returned within the calendar
year in which such excess occurs, provided that (i) such
contributions are returned after having been made to the Plan;
(ii) notice or deemed notice has been made in accordance with the
foregoing; and (iii) the Plan designates the distribution as a
distribution of Excess Elective Deferrals.
(c) Determination of income or loss: Excess Elective Deferrals shall
be adjusted for any income or loss in accordance with the
procedure for valuing the Participant's account, as set forth in
Section 7.01. Income or loss allocable to Excess Elective
Deferrals shall not include any income or loss allocable to the
period between the close of the Plan Year and the date of
distribution.
6.09 Distribution of Excess Contributions
------------------------------------
(a) Notwithstanding any other provision of the Plan, any amounts
contributed in excess of the limit described under 6.07
(hereinafter knows as Excess Contributions) plus any income and
minus any loss accordance thereto shall be distributed no later
than 2-1/2 months following the close of the Plan Year in which
such Excess Contributions were made. Excess Contributions shall
be treated as Annual Additions under the Plan.
Such distributions shall be made to Highly Compensated Employees
on the basis of the respective portions of Excess Contributions
attributable to each of such employees. Excess Contributions of
Participants who are subject to the Family Member aggregation
rules of Code Section 414(q)(6) shall be allocated among the
Family Member in proportion to the Elective Deferrals and
Qualified Nonelective Contributions of each Family Member that is
combined to determined the combined Actual Deferral Percentage.
(b) Determination of income or loss: Excess Contributions shall be
adjusted for any income or loss in accordance with the procedure
for valuing the Participant's account as set forth in Section
7.01. Income or loss allocable to Excess Contributions shall not
include any income or loss
<PAGE>
allocable to the period between the close of the Plan Year and
the date of distribution.
(c) Accounting for Excess Contributions: Excess Contributions
distributed under this Section 6.09 shall first be treated as
distributions from the Participant's Elective Deferral account
and shall be treated as distributed from the Participant's
Qualified Nonelective Contribution account only to the extent
such Excess Contributions exceed the balance in the Participant's
Elective Deferral account.
<PAGE>
SECTION VII
-----------
Accounts and Valuation of the Fund
----------------------------------
7.01 The Committee shall maintain in the name of each Participant an
account which shall accurately reflect from time to time the
Participant's Accumulated Profit Allocation Units. Within 15 days
after the last day of each calendar quarter in each Plan Year the
Trustee shall, as provided in the Trust Agreement, ascertain and
certify to the Committee the fair market value of each of said funds
as of the last day of each calendar quarter. The determination of the
fair market value of each of said funds as of the last day of the last
calendar quarter of each Plan Year shall be made without taking into
account the Company's contribution, if any, due on such day for such
Plan Year. Such determinations of value so made shall, for all
purposes of the Plan, conclusively establish such value.
7.02 The value of a Profit Allocation Unit, for purposes of the Plan, shall
be computed as follows:
(a) For the first Plan Year, each one dollar ($1.00) of Company
contribution, made with respect to such Plan Year, shall be equal
to one (1) Profit Allocation Unit. Each Participant shall be
given credit for the number of Profit Allocation Units that each
dollar of Company contribution made on his behalf will purchase.
(b) For Plan Years subsequent to the first Plan Year, the value of a
Profit Allocation Unit shall be based on the fair market value of
the fund in which the same is invested as of the last day of each
calendar quarter in such Plan Year, as determined in this Section
VII, divided by the total number of such Profit Allocation Units
invested in such fund on such date.
7.03 When a Participant's Accumulated Profit Allocation Units are payable
in accordance with Section IV hereof, unless a Participant has elected
to leave his Accumulated Profit Allocation Units in the Trust Fund,
the Trustee shall within a reasonable period and at the direction of
the Committee, segregate and hold the entire amount which is payable
in cash or in kind to the Participant, his Spouse or his Beneficiary,
and shall pay the Participant, his Spouse or his Beneficiary in
accordance with the written instructions of the Committee. Such
segregated amounts shall be deemed not to be a part of the Fund or
funds in which the same had been invested for the purposes of
<PAGE>
valuation thereof. The segregated amounts shall be placed in a
specific account bearing an interest rate not less than the interest
rate earned by the Trust Fund on the valuation date coinciding with or
immediately following the event resulting in the distribution of the
Participant's Accumulated Profit Allocation Units. Interest rates on
such segregated accounts shall be adjusted annually during the first
month of each calendar year to reflect then current interest rates.
<PAGE>
SECTION VIII
------------
Method of Distribution
----------------------
8.01 Benefit Distributions
---------------------
(a) Upon retirement, death, termination of service, Total and Permanent
Disability or election on or after age 62 (hereafter referred to
individually as "event of distribution'), under the conditions set
forth in Section IV, a Participant, Spouse or Beneficiary, as the case
may be, who is entitled to receive his Accumulated Profit Allocation
Units shall receive an amount equal to such units multiplied by the
dollar value of the unit as determined on the date of valuation
coinciding with or immediately following the event of distribution in
the manner hereinafter provided. In the event amounts are payable in
accordance with Section 8.01(a)(2), payments shall be segregated from
the Trust Fund and placed in a specific interest bearing account in
the same manner as provided in Section 7.03. At the election of the
Participant, and in accordance with applicable laws, payments of the
amount determined as above shall be made by means of one or any
combination of the following methods of distribution:
(1) Lump sum distribution either in cash or in kind, payable as of
the event of distribution. The distribution may be made in one
of two ways: (a) paid in the year of event of distribution to the
extent of the benefits which can be determined up to the date of
such event with the remainder payable within 60 days after the
determination of the amount of the remainder; or (b) the full sum
payable in one calendar year after the full benefits have been
determined. In each case, the deferred portion of the
Participant's benefit shall bear interest from the date of event
of distribution at a rate determined by the Committee.
(2) A series of annual installments over a period of 10 years with
interest compounded annually on the unpaid balance of such amount
at the rate determined by the Committee from time to time
provided such 10 year period does not exceed the life expectancy
of such Participant (or the life expectancy of the Participant
and designated Beneficiary). Life expectancy shall be determined
in accordance with section 1.72-9 of the Income Tax Regulations.
<PAGE>
(3) Through an annuity contract or contracts purchased on his behalf
from an insurance company selected by the Committee, provided
such contracts are purchased on a sex-neutral basis and further
provided that the period of payment provided through such annuity
contract does not exceed the life of a Participant, or the lives
of a Participant and a designated Beneficiary (or over a period
extending beyond the life expectancy of the Participant or the
life expectancy of the Participant and a designated Beneficiary)
as determined in accordance with Section 1.72-9 of the Income Tax
Regulations.
Notwithstanding the foregoing, in the event a Participant, who is
married to a Spouse, elects a form of distribution which is
deemed to be a life annuity, Section 8.02 shall automatically be
operative.
(b) Distribution may also occur as the result of any of the following
events at the election of the Company:
(1) the termination of the Plan, without the establishment of another
defined contribution plan.
(2) The disposition by the Company to an unrelated corporation of
substantially all of the assets (with the meaning of section
409(d)(2) for the Code) used in a trade or to maintain this Plan
after the disposition, but only with respect to employees who
continue employment with the corporation acquiring such assets.
(3) The disposition by the Company to an unrelated entity of such
corporation's interest in a subsidiary (with the meaning of
section 409(d)(3) of the Code) if such corporation continues to
maintain this plan, but only with respect to employees who
continue employment with such subsidiary.
8.02 Qualified Joint and Survivor Annuity
------------------------------------
This Section shall become effective notwithstanding any other
provision of this Plan other than Section 8.03 if a Participant, who
is married to a Spouse, elects a form of distribution which is deemed
to be a life annuity, or elects this Section 8.02 as a form of
distribution.
If the Participant is married to a Spouse, unless such Participant and
Spouse elect in writing in accordance
<PAGE>
with this Section 8.02 to receive an annuity payable for his life
ceasing with the last monthly payment prior to his death, payments
shall be made through the purchase of a contract or contracts in the
form of a Qualified Joint and Survivor Annuity.
A married Participant and Spouse may elect at any time within 90 days
of a Participant's distribution date not to receive the distribution
as a Qualified Joint and Survivor Annuity provided such Spouse
consents in writing to waive such distribution, the consent
acknowledges the effect of waiving such distribution, the consent
specifies any alternate Beneficiary designation or form of benefit
designated by the Participant, and such consent is witnessed by a Plan
representative or a notary public. A Spouse's consent shall only be
valid with respect to such Spouse.
In the event that this Section 8.02 becomes effective, the Committee
shall provide at least 90 days prior to the date the Participant's
Accumulated Profit Allocation Units are distributed a written
explanation of the (i) terms and conditions of the Qualified Joint and
Survivor Annuity, (ii) the rights of the Participant and Spouse to
waive or revoke an election and (iii) on and after January 1, 1989 a
general description of the eligibility conditions and other material
features of the optional forms of benefit and sufficient additional
information to explain relative values of the optional forms available
under the Plan.
8.03 A distribution shall not commence under this Section VIII prior to
Normal Retirement Date if the Accumulated Profit Allocation Units
exceed $3500 unless the Participant, or in the event of a distribution
under Section 8.02, the Participant and the Spouse consents to such
distribution. The consent of the Participant (or the Participant's
Spouse or Beneficiary, if applicable) must be in writing and received
by the Committee within 90 days of the date such distribution is to be
made. The Committee shall notify the Participant of the right to defer
a distribution until the date specified in Section 9.02. In the event
no election to defer is made, then the account shall become
immediately distributable on the date the Participant attains age 65
(or would have attained age 65 if death had not occurred) and consent
shall not be required. Failure to consent prior to the date the
account is immediately distributable will be deemed an election to
defer to age 65.
8.04 Notwithstanding anything to the contrary contained in the Plan, if a
Participant terminates for any reason and the value of the
Participant's vested Accumulated
<PAGE>
Profit Allocation Units is less than $3500 on the date of termination
of employment, then the Participant will receive a distribution of
such Units as provided in Section 8.01(a)(1).
<PAGE>
SECTION IX
----------
Time of Commencement of Payments
--------------------------------
9.01 Unless a Participant elects otherwise, payments to him, his Spouse, or
his Beneficiary, as applicable, under Section 8.01 shall begin not
later than the 60th day after the close of the Plan Year in which
occurs the earlier of (i) the Participant's date of disability
pursuant to Section 4.06, (ii) the date the Participant terminates
service with the Company, (iii) the date of the Participant's death,
or (iv) the date of election on or after age 62 in accordance with
Section 4.05. A Participant shall be notified of his right to defer
payments until such time as distributions are required under Section
9.02.
Distributions of amounts in excess of $3,500 shall not be made prior
to the date the Participant attained (or would have attained) age 65
without written consent of the Participant pursuant to Section 8.03.
9.02 Distribution to a participant other than a 5-percent owner must
commence no later than the first day of April following the calendar
year in which the later of termination of employment or age 70-1/2
occurs. The account balance of a 5-percent owner (determined with
respect to the Plan Year ending in the calendar year in which such
individual attains age 70-1/2) must be distributed or commence to be
distributed, no later than the first day of April following the
calendar year in which such individual attains age 70-1/2.
Notwithstanding the above, effective January 1, 1989, distribution to
a Participant must commence no later than April 1st following the
calendar year in which such individual attains age 70-1/2.
9.03 No portion of the Participant's Accumulated Profit Allocation Units
may commence to be distributed under the Plan prior to the
Participant's 65th birthday unless:
(a) the Participant (and, if applicable, the Participant's Spouse)
consents in writing to such commencement within 90 days prior to
the date of distribution; or
(b) the Accumulated Profit Allocation Units are distributed on the
occasion of the Participant's death or Total and Permanent
Disability.
<PAGE>
SECTION X
---------
Limitation of Assignment
------------------------
10.01 No payments under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge and any attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge the same shall be
void, nor shall any payment be in any way liable for or subject to the
debts, contracts, liabilities, engagements or torts of any person
entitled to such payments. If any Participant, former Participant,
retired Participant or Spouse or Beneficiary of such Participant under
the Plan is adjudicated bankrupt, or attempts to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge any payment under
the Plan, then such payment shall, in the discretion of the Committee,
cease and terminate and in that event the Trustee shall hold or apply
the same or any part thereof to or for the benefit of such Participant
or Spouse or Beneficiary of such Participant in such manner as the
Committee may determine.
10.02 Notwithstanding the above, the Committee shall direct the Trustees to
comply with a Qualified Domestic Relations Order provided such order
does not require a form of benefit not otherwise provided under the
Plan, or require increased distribution, or require the payment of a
distribution to an Alternate Payee (as described below) which are
required to be paid to another Alternate Payee under a previous
Qualified Domestic Relations Order.
For purposes of this Section 10.3 an Alternate Payee shall mean a
Spouse, former spouse, child or dependent of the Participant who is
recognized by a domestic relations order as having the right to
receive all or portion of, the benefits payable under the Plan to the
Participant.
To the extent provided in a Qualified Domestic Relations Order, a
former spouse shall be considered a Spouse for the purposes of Section
8.02 and 4.03. The Committee shall notify each Participant and any
Alternate Payee of receipt of such orders, plan procedures for
determining the Qualified status of domestic relation orders and
administration of such distributions. Such procedures including, if
appropriate, the segregation of Plan assets necessary to satisfy the
Qualified Domestic Relations Order during the pendency of the
Committee determination
<PAGE>
shall be in accordance with reasonable and uniform policies
established by the Committee, in accordance with the Code and
applicable regulations.
SECTION XI
----------
Limitation of Rights of the Participant
---------------------------------------
11.01 The establishment of the Plan shall not be construed as giving any
Participant, Employee, or other person in the employ of the Company, a
right to be continued in the service of the Company or to interfere
with the right of the Company to terminate the service of any
Participant Employee or other person in the employ of the Company at
any time.
SECTION XII
-----------
Payments to Incompetents
------------------------
12.01 if the Committee receives evidence that (a) a person entitled to
receive any payment under the Plan is physically or mentally
incompetent to receive such payment and to give a valid release
therefor, and (b) another person or an institution is then maintaining
or has custody of such person, and no guardian, committee or other
representative of the estate of such person has been duly appointed by
a Court of competent jurisdiction, the payment may be made to such
other person or institution referred to in (b) above and the release
of such other person or institution shall be a valid and complete
discharge by the Company for the payment due under the Plan.
SECTION XIII
------------
Distributions In Cases of Hardship
----------------------------------
Or at Participant's Election
----------------------------
13.01 Hardship Distributions
----------------------
(a) Upon written request, the Committee shall grant a Participant a
hardship distribution if the Committee determines that:
(i) The Participant has incurred a hardship that creates an
immediate and heavy financial need; and
(ii) Other resources of the Participant are not reasonably
available to meet the need.
<PAGE>
(b) In determining whether a Participant meets the requirements of
Section 13.01(a)(ii), other resources reasonably available to
meet the need shall also include the assets of the Participants
spouse and minor children that are reasonably available to the
Participant, provided that property held for a Participants child
under an irrevocable trust or under the Uniform Gifts to Minors
Act shall not be included as a resource of the Participant and
the Committee may rely on the Participants written
representation, unless the Committee has actual knowledge to the
contrary, that the need cannot reasonably be relieved:
(i) through reimbursement or compensation by insurance or
otherwise;
(ii) by liquidation of the Participant's assets;
(iii) by cessation of contributions to the Plan; or
(iv) by other distributions or nontaxable;(at the time of the
loan) loans from any plan maintained by the Company or any
other employer, or by borrowing from commercial sources on
reasonable commercial terms in an amount sufficient to
satisfy the need.
For purposes of this section and section 13.01(a)(ii), a need cannot
reasonably be relieved by one of the actions indicated in (i) through
(iv) above if the effect would be to increase the need.
The amount of an immediate and heavy financial need may include any
amount necessary to pay federal, state or local income taxes or
penalties reasonably anticipated to result from any hardship
distribution.
(c) A distribution will be deemed to be made on account of an
immediate and heavy financial need as provided in 13.01(a)(i), if
the distribution is on account of.
(i) Medical expenses, as described in Section 213(d) of the
Code, incurred by the Participant, the Participant's Spouse,
or any dependent of the Participant or necessary for these
individuals to obtain medical care described in Section
213(d);
(ii) Costs directly relating to the purchase (excluding mortgage
payments) of a principal residence for the Participant; or
<PAGE>
(iii) Payment of tuition and related educational fees for the next
twelve (12) months of post secondary education for the
Participant, his or her Spouse, children or dependents; or
(iv) Payments necessary to prevent eviction of the Participant
from his principal residence or foreclosure on the mortgage
of the Participant's principal residence; or
(v) Any further additions that the Commissioner of the Treasury
may deem to be immediate and heavy as reported in future
publications.
(d) Effective, January 1, 1989, the amount available for a hardship
distribution shall be limited to the total amount to the credit
of the Participant of his Accumulated Profit Allocation Units as
of December 31, 1988. Distributions on account of hardship from
a Participants Accumulated Profit Allocation Units contributed
after January 1, 1989 shall be limited to Company contributions
(other than Elective Deferrals) not used to satisfy the Average
Actual Deferral Percentage test set forth in Section 6.08 and
shall not include any interest earned on Elective Deferrals or
any other Company contribution used to satisfy the Average
Deferral Percentage test on or after January 1, 1989.
13.02 Elective Distributions
----------------------
A Participant may elect in writing on a form furnished by the
Committee and to be filed with the Committee by December 30 of any
year to receive a designated portion not exceeding 50% of the amount,
if any, of the Company contribution for the following Plan Year
allocated to such electing Participant in accordance with Section VI
of the Plan. Such portion, if any, of the Company contribution
allocated to a Participant which such Participant has elected to
receive shall be paid to such Participant in cash after the Company
contribution for the Plan Year following the year in which such
election has been made has been allocated among the Participants in
accordance with Section VI. If such an electing Participant is not
living at the time of the allocation of the Company's contribution for
such Plan Year following his election, the election shall be of no
effect and such Participant's allocation shall be handled as though no
election has been made.
SECTION XIV
-----------
Administration of the Plan
--------------------------
<PAGE>
14.01 The general administration of the Plan shall be placed in an Employee
Benefit Committee which shall consist of at least three members, who
are Employees but not necessarily officers or directors, who shall be
appointed from time to time by the Board to serve at the pleasure of
said Board. As required by the Employee Retirement Income Security
Act of 1974 as amended, the Board has designated the Committee as the
Plan Administrator.
14.02 Any person appointed to be a member of the Committee shall signify his
acceptance in writing to the Board. Any member of the Committee may
resign by delivering his written resignation to the Board and such
resignation shall become effective upon delivery or at any later date
specified therein.
14.03 The members of the Committee shall elect a Chairman from their number,
and a Secretary who may, but need not, be one of the members of the
Committee.
14.04 The members of the Committee shall serve without compensation for
services as such but the Company, upon an equitable basis, shall Day
or reimburse the Committee expenses reasonable incurred by the
Committee and shall defend and hold harmless the Committee and each
member thereof against all loss, liability or expense occasioned by
any act or omission to act taken or determined upon by it or him,
except for any such act or omission which is due to willful
misconduct, fraud or lack of good faith. Not member thereof shall be
personally liable for error of omission or commission unless such
error results from his own gross negligence, willful misconduct or
lack of good faith; nor shall any Committee member be personally
liable for any action of gross negligence, willful misconduct or lack
of good faith of any other Committee member. The Company shall be the
named Fiduciary of the Plan
14.05 A majority of the members of the Committee at the same time in office
may do any act which this Plan authorized or requires the Committee to
do and the action of sch majority of the members expressed from time
to time by a vote at a meeting, or in writing without a meeting, shall
constitute an action of the Committee and shall have the same effect
for all purposes as if assented to by all the members at the time in
office. The Committee may, by a writing signed by a majority of its
members, delegate to any one member of the Committee the authority to
give certified notice in writing of any action taken by the Committee.
<PAGE>
The Committee shall advise the Trustee in writing with respect to all
payments which become payable under the terms of the Plan and shall
direct the Trustee to make such payments from the Trust Fund.
It is the intention of the Company to pay the expenses incurred by the
Trustee in the performance of its duties, including fees for legal
service rendered from time to time between the Company and the
Trustee, and all other proper charges and disbursements of the
Trustee.
Subject to the limitations of the Plan, the Committee from time to
time shall establish rules for the administration of the Plan and the
transaction of its business. The determination of the Committee as to
any question involving the general administration of the Plan shall be
conclusive.
The Committee's determination as to an Employee's period of Continuous
Service and Annual Earnings shall be conclusive. Any discretionary
actions to be taken under this Plan by the Committee with respect to
the classification of employees or payments shall be uniform in their
nature and applicable to all employee similarly situated.
The Committee shall keep in convenient form such data as may be
necessary for the operation and administration of the Plan. The
Committee shall submit annually to the Board a report showing in
reasonable summary the financial condition of the Trust Fund and
giving a brief account of the operations of the Plan for the past
year, and any further information which the Board may require.
The Committee may employ counsel and agents and such clerical, medical
and accounting services as it may require in carrying out the
provisions of the Plan.
The Committee may appoint from their number such committees with such
powers as they shall determine and may authorize one or more of their
number or any agent to execute or deliver any instrument or make any
payment on their behalf.
The Committee shall be responsible for the maintenance of records
showing the fiscal transaction of the Plan. It shall maintain or
cause to be maintained accounts which will accurately reflect the
Accumulated Profit Allocation Units of each Participant and it shall
adopt general rules with respect to the maintenance of such accounts.
<PAGE>
The members of the Committee and the Company and its officers and
directors shall be entitled to rely upon all certificates and reports
made by any accountant selected by the Committee and upon all opinions
given by any legal counsel so selected and the members of the
Committee and the Company and its officers and directors shall be
fully protected in respect to any action taken or suffered by them in
good faith in reliance upon any such accountant or counsel and all
action so taken or suffered shall be conclusive upon each of them and
upon all Participants, former Participants and retired Participants
and their Spouses and Beneficiaries.
Without limiting the foregoing, the Committee shall have full
discretionary authority to determine an individual's eligibility to
participate in the Plan and the amount, if any, of benefits payable
under the Plan and to otherwise interpret and administer the Plan.
14.06 Claims Procedure
----------------
If any person has not received a payment under the Plan which the
person feels he is entitled to, such person shall file with the
Secretary of the Committee a written claim for the payment. If the
claim is denied, in whole or in part, the S shall promptly give the
claimant written notice of the denial, setting forth the specific
reasons for such denial and written in a manner calculated to be
understood by the claimant. Notice of such denial shall be made no
later than 90 days following receipt of such claim, except that if
special circumstances exist which require additional time, such 90 day
period may be extended by an additional 90 days provided the Committee
notifies the claimant of such extension within the initial 90 day
period.
The claimant may, upon receipt of a denial of payments, request a
review of the claims by appeal to the Board or a committee of the
Board so appointed. Such request shall be delivered in writing to the
Secretary of the Committee within 60 days following receipt of a
denial.
After the Board has reviewed the claim for appeal, the final decision
of the Board shall be communicated in writing to the claimant within
60 days unless an extension is required in which case such decision
shall be made no later than 120 days following a request for appeal.
Such communication shall set forth the specific reasons for the
decision with references to the appropriate Plan provisions.
<PAGE>
SECTION XV
----------
Trust Agreement
---------------
15.01 As a part of the Plan the Company will enter into a Trust Agreement
with itself under which it, as Trustee, shall receive the
contributions of the Company to the Trust Fund and shall hold, invest
and distribute such Fund in accordance with the terms and provisions
of the Trust Agreement. Investment decisions shall be made by the
Employee Benefits Committee with the assistance of an Investment
Manager, as defined in Section 3(38) of ERISA, who shall be an
employee of the Trust Department of the Company, and a member of the
Committee. The Company shall act as Trustee without compensation, and
the Trust shall be administered by the Trust Department of the Company
as a separate Trust similar to other trusts administered, and at no
time are the funds of the Trust to be considered a part of the assets
of the Company.
15.02 The Company intends that this shall be a permanent Plan for the
exclusive benefit of its Employees and expects to contribute to the
Trust Fund the amounts determined in accordance with Section V.
Neither the Company nor the Committee, nor the Trustee shall be liable
in any manner if the Trust Fund should be insufficient to provide for
the payments under the Plan. Such payments are to be payable only
from the Trust Fund and only to the extent that such Fund shall
suffice therefor.
15.03 The Trustee shall from time to time, upon being advised by the
Committee in writing that a person is entitled to receive all or any
part of his Accumulated Profit Allocation Units, make payments out of
the fund or funds in which such units are invested to such person, in
such manner and in such amounts and for such purposes, including the
purchase of annuity contracts, and the segregation of accounts as the
Committee shall direct and, upon such payment or segregation being
made, the amount thereof shall no longer constitute a part of such
fund.
15.04 The Trustee shall invest the Trust Fund in securities legal for
trustees in the State of Connecticut and in the capital stock of the
Company.
15.05 Effective on and after January 1, 1976, up to 100 % of the assets of
the Plan may be invested in capital stock of the Putnam Trust Company
of Greenwich.
SECTION XVI
-----------
<PAGE>
Amendment to or Termination of the Plan
---------------------------------------
16.01 The Company expects that the Plan will be permanent, but reserves the
right to change, amend, modify, or terminate the Plan in part, or in
its entirety, as applied to such Company, in any respect at any time
for any reason, including changes which increase the contributions of
the Company or otherwise increase the cost of the Plan to the Company.
Any such action may be taken by the Board of Directors of the Company
without action by its shareholders. Notwithstanding the above, the
Company and the Board of Directors authorizes the Committee to approve
and adopt any Plan amendment without consent of the Board of Directors
if such amendment is required as a result of legislative changes and
to approve any amendment of an administrative nature (including
benefit changes) provided such changes result in no significant
increase in cost and such amendments comply with applicable law and
further provided such amendments are in writing with unanimous
approval of the Committee.
No part of the Trust fund shall be used for or diverted to purposes
other than for the exclusive benefit of Participants, former
Participants, retired Participants or Spouses or beneficiaries of such
Participants except as may be permitted by Section 403(c)(1) of the
Employee Retirement Income Security Act of 1974.
Any such amendment or termination shall be effective at such date as
the Board of Directors of the Company, or in the case of an amendment
passed by the Committee, the Committee, shall determine, except that
no amendment shall be effective as against the Trustee until the date
upon which written notice thereof is given to the Trustee. No
amendment or termination shall allow the return to the Company of any
part of the monies, securities, insurance contracts and any other
assets held by the Trustee under this Plan, nor the use of any such
assets for any purpose other than for the exclusive benefit of
Participants and their Beneficiaries and estates, except as may be
permitted by Section 403(c)(1) of the Employee Retirement Income
Security Act of 1974.
Except to the maximum extent permitted or required by the Code, or any
other applicable section of the law and the regulations issued
thereunder, no amendment or modification shall be made which would:
(a) retroactively impair any rights to any amounts under the Plan
which any Participant, Beneficiary, Spouse or other eligible
survivor would otherwise
<PAGE>
have had at the date of such amendment by reason of the
contributions theretofore made;
(b) permit the elimination or reduction of a subsidy or an early
retirement benefit (as defined in Code regulations); or
(c) permit the elimination of an optional form of benefit with
attributable to benefits attributable to service prior to the
effective date of such amendment; or
(d) permit a change in a vesting schedule unless a Participant's
nonforfeitable percentage under the Plan, as amended will at all
times be equal to or greater than the Participant's
nonforfeitable percentage without regard to such amendment.
In the case of a retirement type subsidy, this subsection (c) shall
apply only with respect to a Participant who satisfies (either prior
to or subsequent to the effective date of the amendment) preamendment.
conditions for such subsidy. The foregoing shall not operate to limit
the application of a amendment described in Code Section 412(c)(8).
If the Plan's vesting schedule is amended (either directly or
indirectly) each Participant with at least three years of Continuous
Service may elect within a reasonable period after the adoption of the
amendment to have the nonforfeitable percentage computed without
regard to the amendment.
16.02 In the event of the complete or partial termination of the Plan and
Trust, after payment of all expenses and proportional adjustment of
accounts to reflect such expenses and Trust Fund losses or profits and
reallocations, each affected Participant shall have a non-forfeitable
right to the Accumulated Profit Allocation Units in his account on
such date of complete or partial termination and shall be entitled to
receive an amount equal to such units multiplied by the dollar value
of the unit as determined by a valuation thereof on such date of
termination.
The Trustee shall distribute such amounts or any parts thereof, upon
the direction of the Committee in cash or in Kind, in installments or
in the form of refund or
non-refund annuities.
SECTION XVII
------------
Merger or Consolidation
-----------------------
<PAGE>
17.01 This Plan may not merge or consolidate with, or transfer its Plan
assets or liabilities to, any other plan, unless each Participant
hereunder shall have an account balance in the resulting successor or
transferee plan (determined as if such plan had terminated)
immediately after such merger, consolidation, or transfer which is
equal to or greater than the account balance the Participant would
have been entitled to receive immediately before such merger,
consolidation or transfer (if the Plan had then terminated).
SECTION XVIII
-------------
Top-Heavy Plan Limitations
--------------------------
18.01 Effective on and after January 1, 1984, when used in this Section the
following terms shall have the following meanings and supersede any
conflicting provisions of the Plan in a Top Heavy Plan Year:
(a) "Aggregation Group Plan" means each tax-qualified plan maintained
by an
Employer:
(i) in which a Key Employee is a Participant;
(ii) which enables any plan in which a Key Employee is a
Participant, to meet the requirements of either Section
401(a)(4) or 410 of the Code; and
(iii) each other plan the Committee may designate; provided,
however, that if such Plan were treated as an
Aggregation Group Plan, each Aggregation Group Plan
would continue to meet the requirements of Sections
401(a)(4) and 410 of the Code.
(b) "Cumulative Accrued Benefit" for a Participant means, as of the
Determination Date for a Plan Year, the sum of (i) the aggregate
distributions made from the Aggregation Group Plan with respect
to a Participant during the five Plan Years immediately preceding
such Determination Date, (ii) the actuarial equivalent (as
defined in a defined benefit plan) present value of the
cumulative accrued benefits of that Participant in all defined
benefit Aggregation Group Plans and
<PAGE>
(iii) the aggregate value of the accounts of that Participant
under all defined contribution Aggregation Group Plans. For
purposes of determining the Cumulative Accrued Benefit of a
Participant, any rollover contribution or plan transfer made to
an Aggregation Group Plan after December 31, 1983 shall be
disregarded to the maximum extent permitted by the Code and
regulations if it is (i) initiated by the Participant and (ii)
not made from an Aggregation Group Plan. The calculation of the
Top Heavy ratio, and the extent to which distributions,
rollovers, and transfers are taken into account will be made in
accordance with Code Section 416 and regulations issued
thereunder.
Solely for the purpose of determining if the Plan, or any other
plan included in a required aggregation group of which this Plan
is a part, is Top-Heavy (within the meaning of Section 416(g) of
the Code) the accrued benefit of an Employee other than a Key
Employee (within the meaning of Section 416(i)(1) of the Code)
shall be determined under (a) the method, if any, that uniformly
applies for accrual purposes under all plans maintained by the
Company, or (b) if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate permitted
under the fractional accrual rate of Section 41 1 (b)(1)(C) of
the Code.
(c) "Determination Date" means that last day of the next preceding
Plan Year.
(d) "Employer" means the Company or any other employer aggregated
with the Company under Section 414(b), (c), (m) or (o) of the
Code.
(e) "Key Employee" "Means any Participant who at any time during the
Plan Year or any of the four preceding Plan Years was, or would
be considered, a "Key Employee" under Section 416(i) of the Code
and the regulations.
(f) "Participant" means a Participant, including a former Participant
in any Aggregation Group Plan during the current Plan Year or any
of the four preceding Plan Years.
(g) "Top-Heavy" means for a Plan Year that the aggregate Cumulative
Accrued Benefits of Key Employees exceed 60 % of the aggregate
Cumulative Accrued Benefits of all Participant's determined as of
the Determination Date (or 90% if the Plan
<PAGE>
is to be character as "Super Top-Heavy"). For this purpose, the
Cumulative Accrued Benefit of (i) any former Key Employee who is
not a Key Employee as of such Determination Date and (ii) with
respect to Plan Years commencing after December 31, 1984, any
Participant who has received no compensation from any Employer
during the five Plan Years immediately preceding such
Determination Date shall be disregarded in accordance with the
Code and regulations.
18.02 Notwithstanding any other provisions of the Plan, if the Plan is Top-
Heavy or Super Top-Heavy for a Plan Year commencing after December 31,
1983, then the following provisions all apply, but only to the extent
required by the Code and the regulations:
(a) Only the first $200,000 of compensation may be taken into account
under the Plan; provided, however, that said $200,000 limitation
shall be adjusted for any increases in the cost-of-living in
accordance with the Code and the regulations:
(b) except as otherwise provided in (d) and (e) below, and Sections
18.03 and 18.04, in the event that only this Plan is Top Heavy,
the Employer contributions allocated on behalf of any Participant
who is not a Key Employee shall not be less than the lesser of a)
three percent of such Participant's compensation, or b) the
largest percentage of Employer contributions, as a percentage of
the first $200,000 of the Key Employee's, allocated on behalf of
any Key Employee for that year.
This minimum allocation shall be made even though, under other Plan
provisions, the Participant would not otherwise be entitled to receive
an allocation, or would have received a lesser allocation of the year
because of the Participant's failure to complete 1,000 Hours of
Service;
(c) for purposes of determining compensation for all purposes under this
Section XVIII, compensation will mean compensation as defined in
accordance with Code Section 414:(q)(7);
(d) the provision in (b) above shall not apply to any Participant who was
not employed by the Employer on the last day of the Plan Year; and
(e) the provision in (b) above shall not apply to any Participant to the
extent such Participant is covered under any other Plan or Plans of
the Employer under
<PAGE>
which the minimum allocation or benefit requirement applicable to Top-
Heavy Plans will be met in the other Plan or Plans.
18.03 In the event a Participant who is a non-Key Employee is a Participant
in both a defined contribution plan and a defined benefit plan in a
Top Heavy Aggregation Group Plan and this Plan is designated to
provide the minimum allocation, the minimum allocation under this Plan
shall be 5%.
18.04 If this Plan is Top Heavy and an extra minimum allocation of 1% is not
allocated under Section 18.02(b) for the Plan Year so that the total
allocation under such Section equals 4 %, then an adjustment shall be
made to Section 6.05 by substituting "1.0" for "1.25" wherever it
appears therein.
18.05 If this Plan is Top Heavy, and an extra minimum allocation of 2-1/2%
is not allocated under Section 18.03 for the Plan Year so that the
total allocation under such Section equals 7-1/2%, then an adjustment
shall be made to Section 6.05 by substituting "1.0" for "1.25"
wherever it appears therein.
18.06 If, for a Plan Year, (i) the Plan is Top-Heavy and the additional
minimum allocation requirement otherwise imposed by Section 18.02 and
Code Section 416(h)(2) have not been satisfied, or (ii) the Plan is
Super Top-Heavy, then the requirements of Section 6.05 shall be
satisfied by making appropriate adjustments to the defined benefit
plan fraction and the defined contribution plan fraction under Section
415(e) of the Code to reflect the additional restrictions imposed by
Section 416(h)(1) of The Code and Regulations.
<PAGE>
SECTION XIX
-----------
Construction
------------
To the extent not inconsistent with the Employee Retirement
Income Security Act of
1974 as amended, the Plan as amended and restated shall be
construed according to the laws of
the State of Connecticut.
THE PUTNAM TRUST COMPANY OF GREENWICH
By:
Chairman of the Board of Directors
and Chief Executive Officer
ATTEST
Secretary
December 4, 1992
Date
<PAGE>
Profit Sharing Plan for
Employees of the Putnam Trust Company of Greenwich
Amendment I
(1)
Section VIII of the Plan is amended by the addition of the following Section
8.05.
8.05 Rollover Option
(a) This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan
to the contrary that would other-wise limit a Participant's
election under this Section, a Participant may elect, at the
time and in the manner prescribed by the Committee, to have
any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the
Participant in a direct rollover.
(b) Eligible rollover distribution: An eligible rollover
distribution is any distribution of at least $200 of all or
any portion of the balance to the credit of the Participant
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
Participant or the joint lives (or joint life expectancies)
of the Participant and the Participant's designated
beneficiary, or for a specified period of ten years or more;
any distribution that 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
Participant securities).
(c) 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
<PAGE>
section 401(a) of the Code, that accepts the Participant'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.
Employee's eligible 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 Members with regard to
the interest of the spouse or former spouse.
(e) Direct Rollover: A direct rollover is a payment by the plan
to the eligible retirement plan specified by the
distributes.
(f) If a distribution is one to which sections 401 (a)(II) and
417 of the Internal Revenue Code do not apply, such
distribution may commence less than 30 days after the notice
required under section 1.411(a)-ll(c) of the Income Tax
Regulations is given, provided that:
(1) the Committee 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.
By ____________________________
<PAGE>
AMENDMENT TO THE PROFIT SHARING PLAN
FOR EMPLOYEES OF THE
PUTNAM TRUST COMPANY OF GREENWICH, CONNECTICUT
WHEREAS, the Putnam Trust Company of Greenwich, Connecticut (the "Company")
maintains the Profit Sharing Plan for Employees of the Putnam Trust Company of
Greenwich, Connecticut (the "Plan"); and
WHEREAS, under section 16.01 of the Plan, the Company reserves the right to
amend the Plan at any time and for any reason by action of its Board of
Directors; and
WHEREAS, the Company desires to amend the Plan; now, therefore, be it RESOLVED,
that the Plan is hereby amended effective January 1, 1993, as follows:
(1)
Article XIII, Section 13.02 is amended in its entirety to read as follows:
"Elective Distributions
A Participant may irrevocably elect in writing, on a form furnished by the
Committee, and filed with the Committee by December 30 of any year, to receive a
designated portion not exceeding 50% of the amount, if any, of the Company
contribution for the following Plan Year allocated to such electing Participant
in accordance with Section VI of the Plan. Such portion, if any, of the Company
contribution allocated to a Participant, which such Participant has elected to
receive, shall be paid to such Participant in cash after the Company
contribution for the Plan Year following the year in which such election has
been made has been allocated among the Participants in accordance with Section
VI.
A Participants election under this section 13.02 shall be irrevocable at any
time after December 30 of each year."
IN WITNESS WHEREOF, the Plan is hereby amended as of January 1, 1993, but
executed this ____ day __________________ 1993.
BY:
ATTEST:
<PAGE>
AMENDMENT TO THE PROFIT SHARING PLAN
FOR EMPLOYEE S OF THE
PUTNAM TRUST COMPANY OF GREENWICH, CONNECTICUT
WHEREAS, the Putnam Trust Company of Greenwich, Connecticut (the "Company")
maintains c Profit Sharing Plan for Employees of the Putnam Trust Company of
Greenwich, Connecticut the "Plan"); and
WHEREAS, under section 16.01 of the Plan, the Company reserves the right to
amend the Plan at any time and for any reason by action of its Board of
Directors; and
WHEREAS, the Company desires to amend the Plan primarily for compliance with the
applicable provisions of the Revenue Reconciliation Act of 1993; now, therefore,
be it
RESOLVED, that the Plan is hereby amended effective January 1, 1994, as follows:
(1)
Article I, Section 1.03 is amended b the inclusion of the following as the last
paragraph thereof:
"Notwithstanding the above, effective for Plan Years on and after January
1, 1994 Annual Earnings shall be limited to $150,000, as adjusted by the
Adjustment Factor in $10,000 increments rounded down to the nearest
$10,000 in accordance with Section 401(a)(17) of the Code. In determining
Annual Earnings for purposes of this limitation, the family aggregation
rules outlined in the first paragraph of this Section 1.03 shall continue
to apply.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its
duly authorized officers as of this 15th day of December 1993
By William R. Moller
Senior Vice President & Secretary
Attest
<PAGE>
EXHIBIT 4.9
AMENDMENT TO THE PROFIT SHARING PLAN FOR EMPLOYEES OF THE
PUTNAM TRUST COMPANY OF GREENWICH
ADOPTED AS OF THE EFFECTIVE DATE OF THE MERGER OF THE PUTNAM
TRUST COMPANY OF GEENWICH INTO THE PUTNAM TRUST COMPANY
1. Section 1.08 is amended in its entirety to read as follows:
1.08 "COMPANY" means The Putnam Trust Company.
2. Section 1.21 is amended in its entirety to read as follows:
1.21 "PLAN" means the Putnam Profit Sharing Plan.
3. Section 14.01 is amended by amending the first sentence thereof to
read as follows:
The general administration of the Plan shall be placed in an Employee
Benefit Committee of at least three members who shall be appointed from
time to time by the Board to serve at the pleasure of said Board.
4. Section 15.05 is amended in its entirety to read as follows:
15.05 Up to 100% of the assets of the Plan may be invested in common stock,
par value $7.50 per share, of The Bank of New York Company, Inc.
<PAGE>
EXHIBIT 4.10
PUTNAM TRUST
STOCK OPTION PLAN
1. Purpose
The purpose of the Putnam Trust Stock Option Plan is to attract and retain
persons of ability as employees of The Putnam Trust Company of Greenwich (the
Bank), its subsidiaries and affiliates and encourage such employees to continue
to exert their best efforts on behalf of the Bank, its subsidiaries and
affiliates.
2. Definitions
When used herein, the following terms shall have the following meanings:
Bank means The Putnam Trust Company of Greenwich, and its successors and
assigns.
Beneficiary means the beneficiary or beneficiaries designated pursuant to
Section 6 to receive the benefit, if any, provided under the Plan upon the death
of an Employee.
Board, means the Board of Directors of the Bank.
Code means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.)
Committee means the Committee appointed by the Board pursuant to Section 7.
Employee means an employee of a Participating Bank who, in the judgment of
the Committee, is responsible for or contributes to the growth or profitability
of the business of the Bank.
<PAGE>
Exchange means the NASDAQ system of the National Association of Securities
Dealers, or if the Stock is not listed on the NASDAQ system, the principal
exchange on which the Stock is listed.
Fair Market Value means, as of any date, the mean between the reported high
and low sales prices on the Exchange for one share of Stock on such date, or, if
no sales of Stock have taken place an such date, the Fair Market Value of one
share of Stock on the most recent date on which selling prices were recorded on
the Exchange. In the event that the Bank's shares are not publicly traded on
an Exchange, the Committee shall determine the fair market value for all
purposes.
Option means an option to purchase Stock subject to the applicable
provisions of Section 4 and awarded in accordance with the terms of the Plan and
which may be an incentive stock option qualified under Section 422 of the Code
or a nonqualified stock option.
Option Agreement means the written agreement evidencing
each Option granted to an Employee under the Plan.
Participating Company, means the Bank or any corporation which at the time
such option is granted qualifies as a 6, subsidiary corporation of the Bank
under Section 424(f) of the Code.
Plan means the Putnam Trust Stock Option Plan, as the same may be amended,
administered or interpreted from time to time.
Stock means the common stock, without par value, of the
Bank.
<PAGE>
Total Disability means the complete and permanent inability of an Employee
to perform all of his or her duties under the terms of his or her employment
with any Participating Company, as determined by the Committee upon the basis of
such evidence, including independent medical reports End data, as the Committee
deems appropriate or necessary.
3. Shares Subject to the Plan
The aggregate number of shares of Stock which may be awarded under the Plan or
subject to purchase of exercising Options, is 60,000 shares. Such shares shall
be made available either from authorized and unissued shares or shares held by
the Bank in its treasury. If, for any reason, any shares of Stock subject to
purchase by exercising an option under the Plan are not delivered or are
reacquired by the Bank, for reasons including, but not limited to, termination
of employment, or expiration or a cancellation with the consent of an Employee
of an Option, such shares of Stock shall again become available for award under
the Plan.
4. Grant of Stock Options
(a) Subject to the provisions of the Plan, the Committee shall (i) determine and
designate from time to time those Employees to whom Options are to be granted;
(ii) determine the number of shares of Stock subject to each Option; (iii)
determine the time or times when and the manner in which each Option shall be
exercisable, the exercise price and the duration of the exercise period; and
(iv) determine whether such Option shall be incentive stock options or
nonqualified stock options or a combination of
<PAGE>
incentive stockoptions and nonqualified stock options; provided, however, that
no Option shall be granted after the expiration of ten years from the effective
date of the Plan and (B), as required by Section 422 of the Code, the aggregate
Fair Market Value (determined as of the date an option is granted) of the Stock
for incentive stock options granted to any Employee under this Plan that may
first become exercisable in any calendar year shall not exceed $100,000.
(b) The exercise period for an incentive stock option shall be no more than ten
years from the date of grant, except that in the case of an incentive stock
option granted to an Employee who is a Ten Percent Shareholder as described in
Section 4(c), the exercise period shall be no more than five years. The exercise
period for a nonqualified stock option shall be no more than ten years.
(c) The Option exercise price per share shall be determined by the Committee
at the time the Option is granted and shall be at least equal to the par value
of one share of Stock; provided, however, that the exercise price for an
incentive stock option shall be not less than the Stock's Fair Market Value at
date of grant, or in the case of an incentive stock option granted to an
Employee who, at the time of grant, owns stock possessing more than 10 percent
of the total combined voting power of all classes of stock of the Bank (a Ten
Percent Shareholder), 110 percent of the Fair Market Value on the date of grant,
all as determined by the Committee.
(d) (i) If the Employee's employment terminates because
<PAGE>
of (a) involuntary termination of employment by the Participating Company other
then for cause, as determined by the Bank in its sole discretion, or (b)
retirement in accordance with the terms and conditions of a retirement plan
adopted by the Participating Company; he or she may exercise his or her Options
to the extent that he or she shall have been entitled to do so at the date of
the termination of his or her employment, at any time, or from time to time,
within three months after the date of the termination of his or her employment
or within such other period, and subject to such terms and conditions as the
Committee may specify, but not later than the expiration date specified in
Section 4(b) above.
(ii) if an Employee who has been granted an Option dies while an Employee of a
Participating Company, his or her options may be exercised, to the extent that
the Employee shall have been entitled to do so on the date of his or her death
or such termination of employment, by his or her Beneficiary including, if
applicable, his or her executors or administrators, at any time, or from time to
time, within three months after the date of the Employee's death or within such
other period, and subject to such terms and conditions as the Committee may
specify, but no later than the expiration date specified in Section 4(b) above.
(iii) if the Employee's employment by Participating Company terminates because
of his or her Total Disability, he or she may exercise his or her Options, to
the extent that he or she shall have been entitled to do so at the date of the
termination of his or her employment, at any time, or from time to time, within
one
<PAGE>
year after the date of the termination of his or her employment or within
such other period, and subject to such terms and conditions as the Committee may
specify, but not later than the expiration date specified in Section 4(b) above.
(iv) If an Employee's employment is terminated by a Participating Company for
cause, as determined by the Bank in its sole discretion, or by the Employee
voluntarily, all outstanding Options immediately shall be forfeited as of the
date of termination.
(e) No Option granted under the Plan shall be transferable other than by will
or by the laws of descent and distribution. During the lifetime of the optionee,
an Option shall be exercisable only by him or her.
(f) With respect to an incentive stock option, the Committee shall specify such
terms and provisions as the Committee may determine to be necessary or desirable
in order to qualify such Option as an incentive stock option within the meaning
of Section 422 of the Code.
(g) Each option granted under the Plan shall be evidenced by a written Option
Agreement, in a form approved by the Committee. Such agreement shall be subject
to and incorporate the express terms and conditions, if any, required under the
Plan or as required by the Committee for the form of Option granted and such
other terms and conditions as the Committee may specify. Further, each such
Option Agreement shall provide that unless at the time of exercise of the Option
there shall be, in the opinion of counsel for the Bank, a valid and effective
registration
<PAGE>
statement under the Securities Act of 1933 ('33 Act) and
appropriate Qualification and registration under applicable state securities
laws relating to the Stock being acquired pursuant to the Option, the Employee
shall upon exercise of the Option give a representation that he or she is
acquiring such shares for his or her own account for investment and not with a
view to, or for sale in connection with, the resale or distribution of any such
shares. In the absence of such registration statement, the Employee shall be
required to execute a written affirmation, in a form reasonably satisfactory to
the Bank, of such investment intent and to further agree that he or she will not
sell or transfer any Stock acquired pursuant to the Option until he or she
requests and receives an opinion of the Bank's counsel to the effect that such
proposed sale or transfer will not result in a violation of the '33 Act, or a
registration statement covering the sale or transfer of the shares has been
declared effective by the Securities and Exchange Commission, or he or she
obtains a no-action letter from the Securities and Exchange Commission with
respect to the proposed transfer.
(h) Except as otherwise provided in the Plan, the purchase price of the shares
as to which an Option shall be exercised shall be paid to the Bank at the time
of exercise either in cash or in Stock already owned by the optionee, or a
combination of cash and Stock, or in such other consideration acceptable to the
Committee (including, to the extent permitted by applicable law, the
relinquishment of a portion of the option) as the Committee deems appropriate,
having a total Fair Market Value equal to the
<PAGE>
purchase price. For purposes of this Section 4(h), the fair market value of the
portion of an Option that is relinquished shall be the excess of (x) the Fair
Market Value at the time of exercise of the number of shares of Stock subject to
the portion of the Option that is relinquished over (y) the aggregate exercise
price specified in the option with respect to such shares.
5. Certificates for Awards of Stock
(a) Each Employee entitled to receive shares of Stock under the Plan shall be
issued a certificate for such shares. Such certificate shall be registered in
the name designated by the Employee, and shall bear an appropriate legend
reciting the terms, conditions and restrictions, if any, applicable to such
shares and shall be subject to appropriate stop-transfer orders.
(b) Shares of Stock shall be made available under the Plan either from
authorized and unissued shares, or shares held by the Bank in its treasury. The
Bank shall not be required to issue or deliver any certificates for shares of
Stock prior to (i) the listing of such shares on any stock exchange on which the
Stock may then be listed, (ii) the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any governmental body, which the Committee shall, in its sole
discretion, determine to be necessary or advisable and (iii) the recipient's
execution of a shareholders' agreement providing such terms and conditions as
the Committee may determine in its sole discretion.
<PAGE>
(c) All certificates for shares of Stock delivered under the Plan also shall
be subject to such stop-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Federal Deposit Insurance Corporation or the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed and any applicable
federal or state securities laws, and the Committee may cause a legend or
legends to be placed on any such certificates to make appropriate reference to
such restrictions. The foregoing provisions of this Section 5(c) shall not be
effective if and to the extent that the shares of Stock delivered under the Plan
are covered by an effective and current registration statement under the
Securities Act of 1933, or if, and so long as, the Committee determines that
application of such provisions is no longer required or desirable. In making
such determination, the Committee may rely upon an opinion of counsel for the
Bank.
(d) Each Employee who receives Stock upon exercise of an option shall have all
of the rights of a shareholder with respect to such shares, including the right
to vote the shares and receive dividends and other distributions. No Employee
awarded an Option shall have any right as a shareholder with respect to any
shares subject to such Opinion prior to the date of issuance to him or her of a
certificate or certificates for such shares.
6. Beneficiary
(a) Each Employee shall file with the Bank a written designation of one or
more persons as the Beneficiary who shall
<PAGE>
be entitled to receive the option, if any, awarded under the Plan upon his or
her death. An Employee may from time to time revoke or change his or her
Beneficiary designation without the consent of any prior Beneficiary by filing a
new designation with the Bank. The last such designation received by the Bank
shall be controlling; Provided, however, that no designation, or change or
revocation thereof, shall be effective unless received by the Bank prior to the
Employee's death, End in no event shall it be effective as of a date prior to
such receipt.
(b) If no such Beneficiary designation is in effect at the time of a
Employee's death, or if no designated Beneficiary survives the Employee or if
such designation conflicts with law, the Employee's estate shall' be entitled to
receive the Option, if any, awarded under the Plan upon his or her death. If the
Bank is in doubt as to the right of any person to receive such Option, the Bank
may retain such option, without liability for any income thereon, until the Bank
determines the rights thereto, or the Bank may transfer such option into any
court of appropriate jurisdiction and such payment shall be a complete discharge
of the liability of The Bank therefor.
7. Administration of the Plan
(a) The Plan shall be administered by the Compensation Committee of the Board or
such other committee, as appointed by the Board (the Committee). The Committee
shall have at least three members and each member shall be both a member of the
Board and a disinterested person within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934 or successor rule or
<PAGE>
regulation. No member of the Committee shall have been granted an Option under
the Plan or have been granted or awarded an option or other right with respect
to equity securities of the Bank pursuant to any other plan of a Participating
Company at any time within the one-year period immediately preceding the
member's appointment to the Committee.
(b) All decisions, determinations or actions of the Committee made or taken
pursuant to grants of authority under the Plan shall be made or taken in the
sole discretion of the Committee and shall be final, conclusive and binding on
all persons for all purposes.
(c) The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof, and its
interpretations and constructions thereof and actions taken thereunder shall be
final, conclusive and binding on all persons for all purposes.
(d) The Committee's decisions and determinations under the Plan need not be
uniform and may be made selectively among Employees, whether or not such
Employees are similarly situated.
(e) The act of a majority of the members present at a meeting duly called and
held shall be the act of the Committee. Any decision or determination reduced to
writing and signed by all members of the Committee shall be fully as effective
as if made by unanimous vote at a meeting duly called and held.
(f) Notwithstanding anything else herein to the contrary, the Committee shall
not be required to direct the Bank to grant any Options under this Plan.
<PAGE>
8. Amendment or Discontinuance
The Board may, at any time, amend or terminate the Plan. No amendment shall,
without approval by a majority of the Bank's stockholders, (i) alter the group
of persons eligible to participate in the Plan, (ii) materially increase the
benefits provided under the Plan to the extent that stockholder approval would
then be required pursuant to Rule 16b-3 under the securities Exchange Act of
1934 or successor rule or regulation, (iii) increase the maximum 'number of
shares of Stock which are available for awards under the Plan or (iv) extend the
period during which Options may be granted under the Plan beyond the expiration
of ten years from the effective date of the Plan. No amendment or termination
shall retroactively impair the rights of any person with respect to an Option.
9 Adjustments in Event of Change in Common Stock (a) Subject to Section 9(b),
if the outstanding shares of Stock of the Bank are increased, decreased, or
exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are
distributed with respect to such shares of Stock or other securities, through
merger, consolidation, sale of all or substantially all of the property of the
Bank, reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other distribution with respect to such shares of
Stock or other securities, then, to the extent permitted by the Bank, an
appropriate and proportionate adjustment shall be made in (i) the maximum number
and kind of shares provided in Section 3, (ii)
<PAGE>
the number and kind of shares or other securities subject to the outstanding
Options, if any, and (iii) the price for each share or other unit of any other
securities subject to outstanding Options without chance in the aggregate
purchase price or value as to which such Options remain exercisable or subject
to restrictions. Any adjustment under this Section 9(a) shall be made by the
Board, whose determination as to what adjustments shall be made and the extent
thereof will be final, binding and conclusive. No fractional interests will be
issued under the Plan resulting from any such adjustment.
(b) Notwithstanding anything else herein to the contrary, the Board, in its sole
discretion at the time of grant of an Option or otherwise may, in an option
Agreement or otherwise, provide that, with an Employee's consent, upon the
occurrence of certain event including a change in control of the Bank (as
determined by the Board) any outstanding options, not theretofore exercisable,
shall immediately become exercisable in their entirety and that any such Option
may be purchased by the Bank for cash at a price to be determined by the Board.
10. Miscellaneous
(a) Nothing in this Plan or any Option Agreement hereunder shall confer upon any
employee any right to continue in the employ of any Participating Company or
interfere in any way with the right of any Participating Company to terminate
his or her employment at any time.
(b) No Option granted under the Plan shall be deemed salary or compensation for
the purpose of computing benefits under any
<PAGE>
employee benefit plan or other arrangement of any Participating Company for the
benefit of its employees unless any such Participating Company shall determine
otherwise.
(c) No Employee shall have any claim to an Option until it is actually granted
under the Plan. To the extent that any person acquires a right to receive
payments from the Bank under this Plan, such right shall be no greater than the
right of an unsecured general creditor of the Bank.
(d) Absence on leave approved by a duly constituted officer of a Participating
Company shall not be considered interruption or termination of employment for
any purposes of the Plan; Provided, however, that no Option may be granted to an
employee while he or she is absent on leave.
(e) If the Committee shall find that any person to whom any Option, or portion
thereof, is awarded to under the Plan is unable to care for his or her affairs
because of illness or accident, or is a minor, then any payment due him or her
(unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs the Bank, be paid to his or her
spouse, a child, a relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Bank therefor.
(f) The right of any Employee or other person to any Option or Stock under the
Plan may not be assigned, transferred, pledged or encumbered, either voluntarily
or by operation of law, except as
<PAGE>
provided in Section 6 with respect to the designation of a Beneficiary or as may
otherwise be required by law. If, by reason of any attempted assignment,
transfer, pledge, or encumbrance or any bankruptcy or other event happening at
any time, any amount payable under the Plan would be made subject to the debts
or liabilities of the Employee or his or her Beneficiary or would otherwise
devolve upon anyone else and not be enjoyed by the Employee or his or her
Beneficiary, then the Committee may terminate such person's interest in any such
payment and direct that the same be held and applied to or for the benefit of
the Employee, his or her Beneficiary or any other persons deemed to be the
natural objects of his or her bounty, taking into account the expressed wishes
of the Employee (or, in the event of his or her death, those of his or her
Beneficiary) in such manner as the Committee may deem proper.
(g) Copies of the Plan and all amendments, administrative rules and procedures
and interpretations shall be made available to all Employees at all reasonable
times at the Bank's headquarters.
(h) The Committee may cause to be made, as condition precedent to the grant and
exercise of any Option, or otherwise, appropriate arrangements with the Employee
or his or her Beneficiary, for the withholding of any federal, state, local or
foreign taxes prior to the delivery of any certificate or certificates for
Stock.
(i) The Plan and the grant and exercise of Options shall be subject to all
applicable federal and state laws, rules, and regulations and to such approvals
by any government or
<PAGE>
regulatory agency as may be required. All elections designations, requests,
notices, instructions and other communications from an Employee, Beneficiary or
other person to the Committee, required or permitted under the Plan, shall be in
such form as is prescribed from time to time by the Committee and shall be
mailed by first class mail or delivered to such location as shall be specified
by the Committee.
(k) The terms of the Plan shall be binding upon the Bank and its successors and
assigns.
(l) Captions preceding the sections hereof are inserted solely as a matter of
convenience and in no way define or limit the scope or intent of any provision
hereof.
11. Effective Date and Stockholder Approval
The effective date of the Plan shall be November 17, 1993, subject to approval
by a majority of the Bank's stockholders at the 1994 Annual Meeting.
Notwithstanding anything in the Plan to the contrary, if the Plan shall have
been by the Board prior to such stockholder approval, Employees may be selected
and award criteria may be determined as provide@. herein subject to such
subsequent stockholder approval.
<PAGE>
EXHIBIT 4.11
AMENDMENT TO THE PUTNAM TRUST INCENTIVE STOCK OPTION PLAN
ADOPTED AS OF THE EFFECTIVE DATE OF THE MERGER OF THE PUTNAM
TRUST COMPANY OF GEENWICH INTO THE PUTNAM TRUST COMPANY
1. The first two sentences of Section 1 are amended to read as
follows:
The purpose of the Putnam Incentive Stock Option Plan of The Bank of New
York Company, Inc. (the "Plan") is to provide key employees of proven ability
with the incentive inherent in stock ownership and to increase their proprietary
interest in the success of The Putnam Trust Company. It is believed that the
Plan will aid in retaining and encouraging key employees, and also furnish means
of attracting executive key employees of exceptional ability to The Putnam Trust
Company.
2. The following sentence is added to Section 1.
"Any reference to the Bank in this Plan, except in Sections 4 and 13, shall be
to The Bank of New York Company, Inc.
3. Section 2 is amended to change any reference to the "Common
Shares" or "shares" throughout the Plan to mean shares of the common stock,
$7.50 par value, of The Bank of New York Company, Inc.
4. Section 4 is amended by changing any reference to "Bank" to "The
Putnam Trust Company."
5. Section 5 is amended by changing any reference to the National
Daily Quotation Service or NASDAQ to The New York Stock Exchange.
6. Section 13 is amended by changing any reference to the "Bank" to
"The Putnam Trust Company of Greenwich."
<PAGE>
EXHIBIT 4.12
PUTNAM TRUST
INCENTIVE STOCK OPTION PLAN
1. Purpose
The purpose of the Putnam Trust Incentive Stock Option Plan (the Plan ) is
to provide key employees of proven ability with the incentive inherent in stock
ownership and to increase their proprietary interest in the success of The
Putnam Trust Company of Greenwich (the Bank). It is believed that the Plan will
aid in retaining and encouraging key employees, and also furnish means of
attracting executive key employees of exceptional ability to the Bank. It is
the express purpose of this Plan that the options issued hereunder shall
constitute incentive stock options within the meaning of Section 422A(b) of
the Internal Revenue Code of 1986 (the Code).
2. Amount of Stock
The aggregate number of shares of common stock, without par value per share
(the Common Shares) of the Bank issued pursuant to options granted under the
Plan shall not exceed 105,000 Common Shares, appropriately adjusted to take
account of any stock split, stock dividend, or other changes in capitalizations.
Such shares, to the extent permitted by law, shall consist of either unissued or
reacquired shares (treasury stock), and may have been reacquired prior to the
adoption of this Plan or may be reacquired at the time options are exercised or
from time to time in advance whenever the Board of Directors of the Bank (the
Board ) may deem such purchase to be advisable. In the event that any option
granted under the Plan shall expire or be terminated for any reason without
being wholly exercised, new options may be granted covering the Common Shares
not purchased.
3. Administration
The Compensation Committee of the Board of Directors (the Committee ), as
such Committee is constituted from time to time, shall administer and interpret
the Plan.
With respect to the administration of the Plan, the Committee shall hold
meetings at such times and places as it shall deem advisable. A majority of
its members shall constitute a quorum. The Committee shall act by a majority
vote or by a written statement signed by all of its members. The Committee may
appoint a secretary, shall keep minutes of its meetings, and may make such rules
and regulations for the conduct of its business as it shall deem advisable.
The Committee shall recommend to the Board of Directors for its approval
the individuals to whom options shall be granted, the number of shares to be
subject to each option,, the period of each option, the time or times at or
during which an option may be
<PAGE>
exercised in whole or in part, arid all such other terms and conditions of such
options as the Committee deems appropriate. Subject to the approval of the Board
of Directors,, the Committee shall have the power to terminate all or part of an
outstanding stock option if the Committee determines that the grantee of such
option is not performing his employment duties to the Bank in a satisfactory
manner. Subject to the express provisions of this Plan, the Committee may
correct any defect or omission or reconcile any inconsistency in the Plan, or in
any option in the manner and to the extent it shall deem desirable. The
Committee shall have full and sole authority to make administrative,
interpretative and other determinations with respect to the Plan and all such
determinations shall be final and conclusive on all officers eligible to
participate in the Plan and on their legal representatives and beneficiaries.
4. Eligibility
Officers holding the position of Vice President or above with the Bank, whether
currently employed with the Bank or upon employment in the future therewith,
shall be eligible to receive options under this Plan. A director of the Bank
who is not also an employee of the Bank, shall not be eligible. Officers owning
(either directly or constructively within the meaning of Section 425(d) of the
Code) stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Bank immediately before the grant of an option under
this Plan shall be eligible to receive such option only if the option price as
determined pursuant to Paragraph 5 hereof is at least one hundred ten percent
(110%) of the fair market value (at the time the option is granted) of the
Bank's Common Shares arid the option by its terms is not exercisable more than
five (5) years from the date it is granted.
5. Option Price
The purchase price under each option shall be not less. than one hundred
percent (100%) of the fair market value of the Bank's Common Shares on the date
of the granting of the option. For purposes of the Plan, fair market value
shall mean the average bid and ask prices of the common stock of the Bank
as reported in the National Daily Quotation Service (Pink Sheets) for the day on
which the option is granted, provided however that, if necessary, the
determination of fair market value shall be adjusted to be consistent with the
requirements of the regulations promulgated under the Code.
Notwithstanding anything else contained in the Plan to the contrary, the
aggregate fair market value of the Bank's Common Shares (determined at the time
of the grant of the option) with respect to which incentive stock options are
exercisable for, the first time by any officer during any calendar year (under
the Plan and any other incentive stock option plans) shall not exceed $100,000.
<PAGE>
6. Terms of Options
Subject to Paragraphs 4 and 10 hereof, the term of each option shall be
fixed by the Committee and the Board of Directors provided that, notwithstanding
any other provision in the Plan, each option must be exercisable within ten (10)
years from the date it is granted
7. Exercise of Options
Each option granted under this Plan shall be exercise with respect to such
number of shares and, subject to the provisions of Paragraph 6 hereof, at such
time or times, including periodic installments, as may be determined by the
Committee and the Board of Directors at the time of the grant.
An option shall be exercised by giving written notice of exercise to the Bank.
Such notice shall specify the number of shares to be purchased and the officer
shall pay the purchase price in full in cash or by delivery of such number of
Common Shares having a fair market value (as of the date of exercise) equal to
the purchase price. In addition, the officer shall, upon notification of the
amount due and prior to, or concurrently with, the delivery to the officer of a
certificate representing such shares, pay promptly any amount necessary to
satisfy applicable federal, state or local tax requirements. The holder of an
option shall have none of the rights of a stockholder with respect to the shares
subject thereto until such shares have been issued and registered on the Bank's
transfer books upon such exercise.
8. Non-Transferability
No option granted under this Plan shall be transferable other than by will
or the laws of descent and distribution, and an option may be exercised during
the lifetime of the holder thereof only by him or by his guardian or legal
representative.
9. Adjustment in Case of Changes in Common Shares
The right or power of the Bank to make adjustments or changes in its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets shall not be affected by the
adoption of the Plan. In the event there is any change in the Common Shares of
the Bank by reason of a stock dividend paid with respect to the Common Shares of
the Bank, or a recapitalization, a reclassification, a stock split or a
combination of shares with respect to such Common Shares, or if the outstanding
Common Shares of the Bank should, by reason of a merger, consolidation,
acquisition of stock, or property, separation, reorganization or liquidation to
which the Bank is a party, be exchanged for other shares of the Bank or of
another corporation which is a party to such transaction, the number of shares
which may be made subject
<PAGE>
to option and issued under the Plan shall be adjusted
as the Committee shall determine to be appropriate to reflect the change or
exchange. In the event of any such change or exchange, the options which have
been granted under the Plan shall apply to the shares into or for which the
Common Shares covered by the options would have been changed or exchanged, and
the option price per share shall be adjusted, as the Committee shall determine
to be appropriate without constituting a modification within the meaning of
Section 425 of the Code.
10. Termination of Options
Subject to Paragraph 7 hereof, any unexercised portion of an option
automatically shall terminate upon the grantee's ceasing to be employed by the
Bank (or by a corporation or subsidiary of such corporation issuing a new stock
option or assuming such stock option in a transaction to which Section 425 of
the Code is applicable), unless (i) such cessation of employment shall be
because of (a) involuntary termination of employment by the employer
corporation which the board of directors of the employer corporation in its sole
discretion shall determine to be without cause, (b) voluntary resignation of the
officer with the consent of the board of directors of the employer corporation
or (c) retirement in accordance with and as permitted by the terms and
conditions of a retirement plan adopted by the employer corporation, in which
case the option shall be exercisable within a period of three (3) months
following the date of such cessation of employment, or (ii) such cessation of
employment shall be because of disability (as determined by the Committee in its
discretion), in which case the option shall be exercisable within a period of
one (1) year following the date of cessation of employment by the grantee, his
guardian or legal representative, or because of death (or death shall occur
within three months of such cessation), in which case the option shall be
exercisable within a period of two (2) years following the date of death by the
estate of the grantee or by the person or persons to whom the grantee's rights
under the option shall pass by the grantee's will or the laws of descent and
distribution in the case of death; provided, however, that in no event may an
option be exercised after expiration date thereof. The Plan will not confer
upon any grantee any right with respect to continuance of employment by the
Bank, nor will it interfere in any way with the Bank's right to terminate the
employment at any time.
11. Grants of Option
Options granted hereunder shall be evidenced by written grants of option in
such form as the Committee shall approve, which grants shall comply with and be
subject to the terms and conditions of this Plan.
12. Notice of Certain Dispositions
<PAGE>
Any optionee who disposes of any Common Shares acquired through the exercise of
a stock option granted hereunder either (a) within two years from the date of
the grant of the option pursuant to which the subject shares were acquired or
(b) within one year after the transfer of such shares to the optionee, shall
promptly notify the Bank of such disposition and the amount of consideration
realized upon such disposition.
13. Effective Date
Upon adoption of the Plan by. the Board of Directors, options may be
granted pursuant to the Plan; provided, however that if the Plan is not also
approved by the stockholders of the Bank in accordance with state law and the
Code within twelve (12) months from the date of its adoption by the Board, the
Plan shall terminate and all outstanding options shall be cancelled.
14. Expiration and Termination of the Plan
Options may be granted under this Plan at any time and from time to time
before the tenth anniversary of the date on which the Plan is adopted by the
Board, on which date the Plan will expire except as to options then outstanding
under the Plan. Such outstanding options shall remain in effect until they have
been exercised or have expired in accordance with their terms. The Plan may be
terminated at any time by the Board except with respect to any options' or
rights outstanding under the Plan.
15. Amendment
The Board may, by resolution, amend or revise the Plan, except that no such
action may be taken which would prevent options issued under the Plan from being
incentive stock options within the meaning of the Code and, without shareholder
approval, no amendment shall increase the maximum number of shares which may be
optioned (except in accordance with the provisions of Paragraph 9 hereof),
change the class of employees eligible to receive options, decrease the minimum
option price to less than the fair market value on the date of grant or increase
the, period over which options may be granted, or extend the term of the Plan.
<PAGE>
EXHIBIT 4.13
AMENDMENT TO THE PUTNAM TRUST INCENTIVE STOCK OPTION PLAN
ADOPTED AS OF MAY 17, 1995
Section 7 of the Putnam Trust Incentive Stock Option Plan is amended by
inserting the following as an additional third paragraph in such Section 7:
The Committee or the Board, in their sole discretion, at the time of grant
of an option or otherwise, may, in an option agreement or otherwise, provide
that, with an optionee's consent, upon the occurrence of certain events,
including a Change in Control (as defined below) of the Bank, any outstanding
options not theretofore exercisable shall immediately become exercisable in
their entirety at any time after such Change in Control. For purposes of this
Plan, a Change in Control shall be deemed to have occurred if and when (a) any
person (as such term is defined in sections 3(a)(9), 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or
indirectly, of securities of the Bank representing twenty-five percent (25%) or
more of the combined voting power of the Bank's then outstanding securities (a
Control Person) or (b) during any period of twenty-four (24) consecutive months,
commencing before or after the date of this Plan, individuals who at the
beginning of such twenty-four (24) month period were directors of the Bank cease
for any reason to constitute at least a majority of the Board of Directors of
the Bank.
<PAGE>
EXHIBIT 4.14
AMENDMENT TO THE PUTNAM TRUST INCENTIVE STOCK OPTION PLAN
ADOPTED AS OF THE EFFECTIVE DATE OF THE MERGER OF THE PUTNAM TRUST COMPANY OF
GREENWICH INTO THE PUTNAM TRUST COMPANY
1. The first two sentences of Section 1 are amended to read as
follows:
The purpose of the Putnam Incentive Stock Option Plan of The Bank of New
York Company, Inc. (the "Plan") is to provide key employees of proven ability
with the incentive inherent in stock ownership and to increase their proprietary
interest in the success of The Putnam Trust Company. It is believed that the
Plan will aid in retaining and encouraging key employees, and also furnish means
of attracting executive key employees of exceptional ability to The Putnam Trust
Company.
2. The following sentence is added to Section 1.
"Any reference to the Bank in this Plan, except in Sections 4 and 13, shall be
to The Bank of New York Company, Inc.
3. Section 2 is amended to change any reference to the "Common
Shares" or "shares" throughout the Plan to mean shares of the common stock,
$7.50 par value, of The Bank of New York Company, Inc.
4. Section 4 is amended by changing any reference to "Bank" to "The
Putnam Trust Company."
5. Section 5 is amended by changing any reference to the National
Daily Quotation Service or NASDAQ to The New York Stock Exchange.
6. Section 13 is amended by changing any reference to the "Bank" to
"The Putnam Trust Company of Greenwich."
<PAGE>
Exhibit 5.1
August 31, 1995
The Bank of New York Company, Inc.
48 Wall Street
New York, New York 10286
Ladies and Gentlemen:
The undersigned is Senior Counsel of The Bank of New York.
This is in connection with the registration, by The Bank of New
York Company, Inc., a New York Corporation (the "Company") under
the Securities Act of 1933, as amended (the "Act") of 100,000
shares of the Company's Common Stock par value $7.50 per share
(the "Common Stock") to be issued pursuant to the Putnam Profit
Sharing Plan of The Bank of New York Company, Inc., the Putnam
Stock Option Plan of The Bank of New York Company, Inc. and the
Putnam Incentive Stock Option Plan of The Bank of New York
Company, Inc. (collectively, the "Plans"), and the Preferred
Stock Purchase Rights related to the Common Stock (the "Rights")
to be issued pursuant to the Rights Agreement, dated as of
December 10, 1985, as amended by the First Amendment, dated as of
June 13, 1989, by the Second Amendment, dated as of April 30,
1993, and by the Third Amendment dated March 8, 1994, between the
Company and the Bank of New York, as Rights Agent ("Rights
Agent"). In connection with the foregoing, I have examined such
corporate records, certificates and other documents, and such
questions of law as I have considered necessary or appropriate
for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my
opinion when the registration statement relating to the Common
Stock and the Rights (the "Registration Statement") has become
effective under the Act, and the Common Stock has been duly
issued in accordance with the Plans and, in the case of Common
Stock constituting shares issued pursuant to options under the
Putnam Stock Option Plan of The Bank of New York Company, Inc.
and the Putnam Incentive Stock Option Plan of The Bank of New
York Company, Inc., in accordance with the Stock Option Agreement
between the Company and each respective participant, the Common
Stock will be legally issued, fully paid and non-assessable and
that the Rights attributable to the Common Stock will be validly
issued.
In connection with my opinion concerning the Rights, I note
that the question of whether the Board of Directors of the
<PAGE>
Company might be required to redeem the Rights at some future
time will depend upon the facts and circumstances existing at
that time and, accordingly, is beyond the scope of this opinion.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the State of New York and I am
expressing no opinion as to the laws of any other jurisdiction.
I have relied, as to certain matters, on information
obtained from public officials, officers of the Company and other
sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under
the heading "Interests of Named Experts and Counsel" in the
Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
Paul A. Immerman
Senior Counsel
2
<PAGE>
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680 Employer Identification Number:
BROOKLYN, NY 11202 06-0502105
File Folder Number:
113024972
Date:
February 19, 1993 Person to Contact:
DANIEL LUNGER
PUTNAM TRUST COMPANY OF GREENWICH Contact Telephone Number:
10 MASON STREET (718) 488-2211
GREENWICH, CT 06830
Plan Name:
PROFIT SHARING PLAN
FOR EMPLOYEES OF THE
PUTNAM TRUST COMPANY OF
GREENWICH
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 document 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 applies to plan year(s) beginning after Dec.
31, 1991.
This determination letter is applicable for the amendment(s)
adopted on Dec. 4, 1992.
<PAGE>
This letter is based upon the certification and demonstrations
you submitted pursuant to Revenue Procedure 91-66. Therefore, the
certification and demonstrations are considered an integral part of
this letter. Accordingly, YOU MUST KEEP A COPY OF THESE DOCUMENTS AS
A PERMANENT RECORD OR YOU WILL NOT BE ABLE TO RELY ON THE ISSUES
DESCRIBED IN REVENUE PROCEDURE 91-66.
PUTNAM TRUST COMPANY OF GREENWICH
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures:
Publication 794
PWBA 515
2
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Bank of New York Company, Inc. on Form S-8 of
our report dated February 24, 1995, incorporated by reference in
the Annual Report on Form 10-K of The Bank of New York Company,
Inc. for the year ended December 31, 1994.
/s/ DELOITTE & TOUCHE LLP
New York, New York
August 31, 1995
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the
incorporation by reference into The Bank of New York Company,
Inc.'s (the Company) Registration Statement on Form S-8 filed on
August 31, 1995 of our report dated January 12, 1993 (except with
respect to the matter discussed in Note 18, as to which the date
is January 29, 1993) incorporated by reference into the Company's
1994 annual report on Form 10-K with respect to the consolidated
financial statements of National Community Banks, Inc. (NCB) for
the year ended December 31, 1992 referred to in such report. It
should be noted that we have not audited any financial statements
of NCB subsequent to December 31, 1992 or performed any audit
proceedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
Roseland, New Jersey
August 31, 1995
<PAGE>
Exhibit 24
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ Richard Barth
______________________________
Richard Barth
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ Frank Biondi, Jr.
______________________________
Frank Biondi, Jr.
2
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ William R. Chaney
______________________________
William R. Chaney
3
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ Samuel F. Chevalier
______________________________
Samuel F. Chevalier
4
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ Ralph E. Gomory
______________________________
Ralph E. Gomory
5
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ Alan R. Griffith
______________________________
Alan R. Griffith
6
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ John C. Malone
______________________________
John C. Malone
7
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ Donald L. Miller
______________________________
Donald L. Miller
8
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ Martha T. Muse
______________________________
Martha T. Muse
9
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ Catherine A. Rein
______________________________
Catherine A. Rein
10
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ Thomas A. Renyi
______________________________
Thomas A. Renyi
11
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ Harold E. Sells
______________________________
Harold E. Sells
12
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Phebe C. Miller and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under one or more of the Putnam Profit-Sharing Plan
of the Company, the Putnam Stock Option Plan of the Company and
the Putnam Incentive Stock Option Plan of the Company together
with any interests to be offered or sold pursuant to such plans.
Dated: August 8, 1995
New York, New York
/s/ W.S. White
______________________________
W.S. White
13
