Exhibit 10(d)
PENNROCK FINANCIAL SERVICES CORP.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DEFERRED COMPENSATION PLAN AGREEMENT
THIS AGREEMENT, made and entered into this 12th day of June, 1995, by and
between BLUE BALL NATIONAL BANK, a national banking association with principal
offices and place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Post ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (hereinafter referred to as the "Bank"), and ▇▇▇▇▇▇
▇▇▇▇▇▇▇, an adult individual residing at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter referred to as "▇▇▇▇▇▇▇"),
WITNESSETH:
WHEREAS, ▇▇▇▇▇▇▇ is employed by the Bank; and
WHEREAS, the Bank recognizes the valuable services heretofore performed for it
by ▇▇▇▇▇▇▇ and wishes to encourage his continued employment; and
WHEREAS, ▇▇▇▇▇▇▇ wishes to defer a certain portion of compensation payable to
him; and
WHEREAS, the parties hereto wish to provide the terms and conditions upon
which the Bank shall pay such deferred compensation to ▇▇▇▇▇▇▇ or his
designated beneficiary; and
WHEREAS, the parties intend that this Agreement be considered an unfunded
arrangement, maintained primarily to provide deferred compensation benefits
for ▇▇▇▇▇▇▇, a member of select group of management or highly compensated
employees of the Bank, for purposes of Employee Retirement Income Act of 1974,
as amended;
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:
1. DEFINITION OF TERMS. Certain words and phrases are defined when first used
in this Agreement. In addition, the following words and phrases when used
herein, unless the context clearly requires otherwise, shall have the
following respective meanings:
(a)Accrued Benefit: The sum of all Deferred Amounts credited to ▇▇▇▇▇▇▇'▇
Retirement Account and due and owing to ▇▇▇▇▇▇▇ or his beneficiaries
pursuant to this Agreement, together with Additions thereto calculated
as set forth in paragraph 3 hereof, minus any distributions hereunder.
(b)Affiliate: Any corporation, partnership, joint venture, association, or
similar organization or entity, the employees of which would be treated
as employed by the Bank under Section 414(b) and 414(c) of the Code.
(c)Agreement: This Agreement, together with any and all amendments or
supplements thereto.
(d)Code: The Internal Revenue Code of 1986, 26 U.S.C. `101 et seq., as
amended or as it may be amended from time to time.
(e)Compensation: Total salary and commissions of ▇▇▇▇▇▇▇ paid or accrued
by the Bank, exclusive of Accrued Benefits, stock options, stock
appreciation rights, and any employer contributions or payments to any
other trust, fund, agreement or plan providing retirement, pension,
profit sharing, health, welfare, death, insurance or similar benefits.
(f)Deferred Amount: A portion of the Compensation otherwise payable to
▇▇▇▇▇▇▇, receipt of which ▇▇▇▇▇▇▇ has elected to defer under the
provisions of paragraphs 2 and 4 hereof.
(g)Effective Date: The date of the execution of this Agreement.
(h)Election of Deferral. A written notice filed by ▇▇▇▇▇▇▇ with the
Payroll Department of the Bank in substantially the form attached hereto
as Exhibit "A", specifying the amount of Compensation to be deferred.
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(i)Fiscal Year. The taxable year of the Bank.
(j)Normal Retirement Date. The date ▇▇▇▇▇▇▇ attains sixty-five (65) years
of age.
(k)Notice of Discontinuance: A written notice filed by ▇▇▇▇▇▇▇ with the
Payroll Department of the Bank in substantially the form attached hereto
as Exhibit "B", requesting discontinuance of the deferral of ▇▇▇▇▇▇▇'▇
Compensation.
(l)Retirement Account. Book entries maintained by the Bank reflecting
Deferred Amounts and Additions thereon; provided, however, that the
existence of such book entries and the Retirement Account shall not
create and shall not be deemed to create a trust of any kind, or a
fiduciary relationship between the Bank and ▇▇▇▇▇▇▇, his designated
beneficiary, or other beneficiaries under this Agreement.
2. DEFERRED COMPENSATION. Commencing on the Effective Date, and continuing
through the date on which ▇▇▇▇▇▇▇'▇ employment terminates because of his
death, normal retirement, disability, or any other cause, ▇▇▇▇▇▇▇ and the
Bank agree that ▇▇▇▇▇▇▇ shall be entitled to elect to defer into his
Retirement Account up to the following maximum amounts of the Compensation
that ▇▇▇▇▇▇▇ would otherwise be entitled to receive from the Bank in each
of the following Fiscal Year of the Bank:
Amount Deferred
---------------
1995 $10,000.00
1996 $11,000.00
1997 $12,100.00
1998 $13,310.00
1999 $14,641.00
2000 $16,105.00
2001 $17,716.00
2002 $19,487.00
2003 $21,436.00
2004 $23,579.00
The contemplated Annual Deferral Sum shall be deferred in substantially
equal bi-weekly amounts during each Fiscal Year or portion thereof during
which this Agreement is in effect. The amount of Compensation actually
deferred in any Fiscal Year, taking into account discontinuance of
deferral pursuant to a Notice of Discontinuance, termination of ▇▇▇▇▇▇▇'▇
employment, the death of ▇▇▇▇▇▇▇, or otherwise is hereinafter referred to
as the "Annual Deferred Amount." The portions of ▇▇▇▇▇▇▇'▇ Annual
Deferred Amount deferred bi-weekly shall be credited to ▇▇▇▇▇▇▇'▇
Retirement Account bi-weekly, as Deferrals are accrued.
3. ADDITIONS TO DEFERRED AMOUNTS. The Bank hereby agrees that it will credit
Deferred Amounts in ▇▇▇▇▇▇▇'▇ Retirement Account with additions thereon
("Additions") from and after the dates Deferred Amounts are credited to the
Retirement Account, subject to the limitations herein set forth. Additions
to Deferred Amounts, calculated at the rate of eight percent (8%) per
annum, compounded annually at the end of each Fiscal Year, shall accrue
commencing on the date the Retirement Account first has a positive balance
and shall continue until the first of the following events to occur:
(a)The date that Death Benefits as described in paragraph 7(b) hereof,
Retirement Benefits, or Disability Benefits, whichever applies, end
hereunder; or
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(b)The date on which Death Benefits as described in paragraph 7(a) hereof
commence; or
(c)The date on which a Termination Benefit or an Acquisition Termination
Benefit, as herein defined, is paid.
4. ELECTION TO DEFER COMPENSATION. ▇▇▇▇▇▇▇ may elect an Annual Deferral Sum
hereunder by filing an Election of Deferral. The initial Election of
Deferral must be filed within thirty (30) days of the Effective Date of
this Agreement. Such initial Election of Deferral, if any, shall be
effective commencing with the first day of the first month after it is
filed. Thereafter, an Election of Deferral must be filed at least thirty
(30) days prior to the beginning of the Fiscal Year to which it pertains
and shall be effective on the first day of the Fiscal Year following the
filing thereof.
5. TERMINATION OF ELECTION. ▇▇▇▇▇▇▇'▇ initial Election of Deferral shall
continue in effect, pursuant to the terms of the Election of Deferral,
unless and until ▇▇▇▇▇▇▇ files with the Bank a Notice of Discontinuance or
a subsequent Election of Deferral specifying a different amount of
deferral. Each Election of Deferral filed subsequent to the initial
Election of Deferral shall similarly continue in effect until ▇▇▇▇▇▇▇
files a Notice of Discontinuance or a new Election of Deferral. Any new
Election of Deferral, to be effective, must be filed at least thirty (30)
days prior to the beginning of the Fiscal Year in which deferral is sought.
A Notice of Discontinuance shall be effective if filed at least twenty (20)
days prior to any January 1st, April 1st, July 1st or October 1st. Such
Notice of Discontinuance shall be effective commencing with the January
1st, April 1st, July 1st or October 1st following its filing, whichever
applies, and shall apply only with respect to ▇▇▇▇▇▇▇'▇ Compensation and
bonuses attributable to services not yet performed.
6. RETIREMENT BENEFITS.
(a)Retirement Benefit. The Bank agrees that, from and after the retirement
of ▇▇▇▇▇▇▇ from the service of the Bank upon reaching his Normal
Retirement Date, the Bank shall thereafter pay as a retirement benefit
(herein referred to as the "Retirement Benefit") to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇
entire Accrued Benefit, payable in equal annual installments, due on the
31st day of January of each year commencing on the first such date
following the Normal Retirement Date, for a period of fifteen (15)
years. The amount of each annual installment shall be an amount which,
if paid annually over the remainder of the fifteen (15) year payment
term, would result in payment of the entire Accrued Benefit, together
with interest accrued at the rate of Eight (8%) percent per annum, in
equal annual installments.
(b)Election of Benefits Upon Normal Retirement Date. ▇▇▇▇▇▇▇ shall have
the option, upon attaining his Normal Retirement Date, to elect to
receive his Retirement Benefit, notwithstanding his continued employment
with the Bank after he has attained his Normal Retirement Date.
▇▇▇▇▇▇▇'▇ election to receive his Retirement Benefit notwithstanding his
continued employment must be made in writing at least ninety (90) days
prior to his Normal Retirement Date. The Retirement Benefit payable
upon election pursuant to this paragraph 6.b shall be the amount that
would have been payable had ▇▇▇▇▇▇▇ retired from service with the Bank
as of his Normal Retirement Date. Any such election shall be
irrevocable and shall result in the termination of ▇▇▇▇▇▇▇'▇ right to
any further deferrals hereunder.
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7. DEATH BENEFITS.
(a)Death Benefit Prior to Commencement of Retirement or Disability
Benefits. In the event of ▇▇▇▇▇▇▇'▇ death while in the employment of
Bank and prior to commencement of Retirement Benefits or Disability
Benefits, Bank shall pay to ▇▇▇▇▇▇▇'▇ designated beneficiary, in
accordance with the last such designation received by the Bank from
▇▇▇▇▇▇▇ prior to his death, a benefit in fifteen (15) annual
installments, each in the amount of Forty-four Thousand Five Hundred
Sixty and 00/100 ($44,560.00) . If no such designation has been
received by Bank from ▇▇▇▇▇▇▇ prior to his death, or if said payments
are otherwise to be made as provided herein, said payments shall be made
to ▇▇▇▇▇▇▇'▇ then-living spouse, so long as she shall live, and
thereafter to such person or persons, including her estate, as she may
appoint under her Will, making specific reference hereto; if ▇▇▇▇▇▇▇ is
not survived by a spouse, or if said spouse shall be then deceased,
having failed to so appoint, then said payments shall be made to the
then-living children of ▇▇▇▇▇▇▇, if any, in equal shares, for their
joint and survivor lives; and if none, or after their respective joint
and survivor lives, any balance thereof in one lump sum to the estate of
▇▇▇▇▇▇▇. Payments shall be due on January 31 of each year, commencing
on the first such date occurring after the death of ▇▇▇▇▇▇▇. To the
extent that the Accrued Benefit in ▇▇▇▇▇▇▇'▇ Retirement Account exceeds
the total of payments required under this section, such excess sums
shall be forfeited.
(b)Death Benefit After Commencement of Benefits. In the event of ▇▇▇▇▇▇▇'▇
death after the commencement of Normal Retirement Benefits, but prior to
the completion of all such payments due and owing hereunder, the Bank
shall continue to make such payments, in equal annual installments, over
the remainder of the period specified in paragraph 6 hereof that would
have been applicable to ▇▇▇▇▇▇▇ had he survived. Such continuing
payments shall be made to ▇▇▇▇▇▇▇'▇ designated beneficiary, in
accordance with the last such designation received by the Bank from
▇▇▇▇▇▇▇ prior to his death. If no such designation has been received by
the Bank from ▇▇▇▇▇▇▇ prior to his death or if said payments are
otherwise to be made as provided herein, said payments shall be made to
▇▇▇▇▇▇▇'▇ then living spouse, so long as she shall live and thereafter
to such person or persons, including her estate, as she may appoint
under her Will, making specific reference hereto; if ▇▇▇▇▇▇▇ is not
survived by a spouse or if she shall fail to so appoint, then said
payments shall be made to the then living children of ▇▇▇▇▇▇▇, if any,
in equal shares, for their joint and survivor lives; and if none, or
after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of ▇▇▇▇▇▇▇. Such continuing payments shall
be payable on January 31 of each year, commencing on the first such date
occurring after the death of ▇▇▇▇▇▇▇.
8. DISABILITY BENEFIT. In the event that ▇▇▇▇▇▇▇ is determined to be
Disabled, as defined in the Blue Ball National Bank Long Term Disability
Plan (which definition is incorporated herein and made a part hereof), then
the date of such determination shall, for purposes of this Agreement, be
deemed to be ▇▇▇▇▇▇▇'▇ Normal Retirement Date, and all benefits otherwise
payable to ▇▇▇▇▇▇▇ following the Normal Retirement Date shall be payable to
▇▇▇▇▇▇▇ as a Disability Benefit.
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9. TERMINATION BENEFIT. In the event of ▇▇▇▇▇▇▇'▇ termination of employment
with the Bank before his Normal Retirement Date for any reason, other than
his death or Disability (as herein defined) or the occurrence of any
Acquisition Termination (as herein defined), the Bank shall pay to ▇▇▇▇▇▇▇,
as compensation for services rendered prior to such termination, a single
sum equal to the total Deferred Amounts hereunder, exclusive of Additions
thereto (herein referred to as the "Termination Benefit"). In the event of
the payment of a Termination Benefit, any and all Additions credited to
▇▇▇▇▇▇▇'▇ Retirement Account shall be forfeited to the Bank. The
Termination Benefit shall be payable on the first day of the first month
following the termination of ▇▇▇▇▇▇▇'▇ employment with the Bank.
10.ACQUISITION TERMINATION BENEFIT. In the event that Bank or PennRock
Financial Services Corp., of which Bank is a wholly-owned subsidiary,
should at any time prior to ▇▇▇▇▇▇▇'▇ Normal Retirement Date be acquired by
any other entity, and in the event that ▇▇▇▇▇▇▇'▇ employment with Bank or
its successor is subsequently terminated involuntarily prior to ▇▇▇▇▇▇▇'▇
Normal Retirement Date, then such termination shall be deemed an
Acquisition Termination hereunder. In such event, Bank or its successor
shall pay to ▇▇▇▇▇▇▇, as compensation for services rendered prior to
such termination, a single sum equal to the total Deferred Amounts
hereunder, together with all Additions thereto (the "Acquisition
Termination Benefit"). The Acquisition Termination Benefit shall be
payable on the first day of the first month following the termination of
▇▇▇▇▇▇▇'▇ employment with the Bank or its successor.
11.HARDSHIP BENEFIT. In the event ▇▇▇▇▇▇▇ suffers a financial hardship (as
hereinafter defined), the Bank may, if it deems advisable in its sole and
absolute discretion, distribute to or utilize on behalf of ▇▇▇▇▇▇▇ as a
hardship benefit (the "Hardship Benefit") any portion of ▇▇▇▇▇▇▇'▇
Retirement Account up to, but not in excess of, the Termination Benefit to
which ▇▇▇▇▇▇▇ would have been entitled as of the date a Hardship Benefit is
distributed or utilized. Any Hardship Benefit shall be distributed or
utilized at such times as the Bank shall determine, and the Accrued Benefit
in ▇▇▇▇▇▇▇'▇ Benefit Account shall be reduced by the amount so
distributed and/or utilized. Financial Hardship shall mean dire
financial need of ▇▇▇▇▇▇▇ caused by temporary or permanent disability or
incapacity, medical or educational expenses, the purchase or maintenance of
a residence, or a material reduction in family income.
12.OFFSET FOR OBLIGATIONS TO BANK. If, at such time as ▇▇▇▇▇▇▇ becomes
entitled to benefit payments hereunder, ▇▇▇▇▇▇▇ has any debt, obligation or
other liability representing an amount owing to the Bank or an Affiliate of
the Bank, and if such debt, obligation, or other liability is due and owing
at the time benefit payments are payable hereunder, the Bank may offset the
amount owing it or an Affiliate against the amount of benefits otherwise
distributable hereunder.
13.BENEFICIARY DESIGNATION. ▇▇▇▇▇▇▇ shall have the right, at any time, to
submit in substantially the form attached hereto as Exhibit "C", a written
designation of primary and secondary beneficiaries to whom payment under
this Agreement shall be made in the event of his death prior to complete
distribution of the benefits due and payable under the Agreement. Each
beneficiary designation shall become effective only when receipt thereof is
acknowledged in writing by the Bank.
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▇▇.▇▇ TRUST CREATED. Nothing created in this Agreement, and no action taken
pursuant to its provisions by either party hereto shall create, or be
construed to create, a trust of any kind, or a fiduciary relationship
between the Bank and ▇▇▇▇▇▇▇, his designated beneficiary, other
beneficiaries of ▇▇▇▇▇▇▇ or any other person.
15.BENEFITS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS; UNSECURED GENERAL
CREDITOR STATUS OF ▇▇▇▇▇▇▇.
(a)The payments to ▇▇▇▇▇▇▇ or his designated beneficiary or any other
beneficiary hereunder shall be made from assets which shall continue,
for all purposes, to be a part of the general, unrestricted assets of
the Bank; no person shall have any interest in any such assets by virtue
of the provisions of this Agreement. The Bank's obligation hereunder
shall be an unfunded and unsecured promise to pay money in the future.
To the extent that any person acquires a right to receive payments from
the Bank under the provisions hereof, such right shall be no greater
than the right of any unsecured creditor of the Bank, no such person
shall have nor require any legal or equitable right, interest or claim
in or to any property or assets of the Bank.
(b)This promise of future payment by Bank to ▇▇▇▇▇▇▇ shall be unfunded and
unsecured and shall not be construed as a transfer of any present right
to receive payment. ▇▇▇▇▇▇▇ shall derive no present economic benefit
from this Agreement. In the event that, in its discretion, the Bank
purchases an insurance policy or policies insuring the life of ▇▇▇▇▇▇▇
(or any other property), to allow the Bank to recover the cost of
providing benefits, in whole or in part, hereunder, neither ▇▇▇▇▇▇▇, his
designated beneficiary nor any other beneficiary shall have any rights
whatsoever therein or in the proceeds therefrom. The Bank shall be the
sole owner and beneficiary of any such insurance policy and shall
possess and may exercise all incidents of ownership therein. No such
policy, policies or other property shall be held in any trust for
▇▇▇▇▇▇▇ or any other person nor as collateral security for any
obligation of the Bank hereunder.
▇▇.▇▇ CONTRACT OF EMPLOYMENT. Nothing contained herein shall be construed to
be a contract of employment for any term of years, nor as conferring upon
▇▇▇▇▇▇▇ the right to continue to be employed by the Bank in his present
capacity, or in any capacity. It is expressly understood by the parties
hereto that this Agreement relates to the payment of deferred compensation
for ▇▇▇▇▇▇▇'▇ services, payable after termination of his employment with
the Bank, and is not intended to be an employment contract.
17.BENEFITS NOT TRANSFERABLE. Neither ▇▇▇▇▇▇▇, his designated beneficiary,
nor any other beneficiary under this Agreement shall have any power or
right to transfer, assign, anticipate, hypothecate or otherwise encumber
any part or all of the amounts payable hereunder. No such amounts shall be
subject to seizure by any creditor of any such beneficiary, by a proceeding
at law or in equity, nor shall such amounts be transferable by operation of
law in the event of bankruptcy, insolvency or death of ▇▇▇▇▇▇▇, his
designated beneficiary, or any other beneficiary hereunder. Any such
attempted assignment or transfer shall be void.
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18.DETERMINATION OF BENEFITS.
(a)Claim.
A person who believes that he is being denied a benefit to which he is
entitled under the Plan (hereinafter referred to as a "Claimant") may
file a written request for such benefit with the Bank, setting forth his
claim. The request must be addressed to any Senior Vice President of
the Bank at its then principal place of business.
(b)Claim Decision.
Upon receipt of a claim, the Bank shall advise the Claimant that a reply
will be forthcoming within ninety (90) days and shall, in fact, deliver
such reply within such period. The Bank may, however, extend the reply
period for an additional ninety (90) days for reasonable cause.
If the claim is denied in whole or in part, the Bank shall adopt a
written opinion, using language calculated to be understood by the
Claimant, setting forth:
(i) The specific reason or reasons for such denial;
(ii)The specific reference to pertinent provisions of this Agreement on
which such denial is based;
(iii)A description of any additional material or information necessary
for the Claimant to perfect his claim and an explanation why such
material or such information is necessary;
(iv)Appropriate information as to the steps to be taken if the Claimant
wishes to submit the claim for review; and
(v) The time limits for requesting a review under subsection c. and for
review under subsection d. hereof.
(c)Request for Review.
Within sixty (60) days after the receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that the
Secretary of the Bank review the determination of the Bank. Such
request must be addressed to the Secretary of the Bank, at its then
principal place of business. The Claimant or his duly authorized
representative may, but need not, review the pertinent documents and
submit issues and comments in writing for consideration by the Bank. If
the Claimant does not request a review of the Bank's determination by
the Secretary of the Bank within such sixty (60) day period, he shall be
barred and estopped from challenging the Bank's determination.
(d)Review of Decision.
Within sixty (60) days after the Secretary's receipt of a request for
review, he will review the Bank's determination. After considering all
materials presented by the Claimant, the Secretary will render a written
opinion, written in a manner calculated to be understood by the
Claimant, setting forth the specific reasons for the decision and
containing specific references to the pertinent provisions of this
Agreement on which the decision is based. If special circumstances
require that the sixty (60) day time period be extended, the Secretary
will so notify the Claimant and will render the decision as soon as
possible, but no later than one hundred twenty (120) days after receipt
of the request for review.
19.AMENDMENT. This Agreement may not be amended, altered or modified, except
by a written instrument signed by the parties hereto, or their respective
successors, and may not be otherwise terminated except as provided herein.
20.INUREMENT. This Agreement shall be binding upon and inure to the benefit
of the Bank and its successors and assigns, and ▇▇▇▇▇▇▇, his successors,
heirs, executors, administrators and beneficiaries.
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21.NOTICE. Any notice, consent or demand required or permitted to be given
under the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent or
demand is mailed to a party hereto, it shall be sent by United States
certified mail, postage prepaid, addressed to such party's last known
address as shown on the records of the Bank. The date of such mailing
shall be deemed the date of notice, consent or demand. Either party may
change the address to which notice is to be sent by giving notice of the
change of address in the manner aforesaid.
22.GOVERNING LAW. This Agreement, and the rights of the parties hereunder,
shall be governed by and construed in accordance with the laws of the
United States of America and of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have executed this Agreement, in duplicate, as
of the day and year first above written.
ATTEST: BLUE BALL NATIONAL BANK
By:
--------------------------- --------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. Vice President
(SEAL)
---------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Exhibit A
ELECTION OF DEFERRAL
TO: BLUE BALL NATIONAL BANK
Attention: Payroll Department
I hereby elect to defer a portion of my annual compensation under the following
Schedule:
Amount Deferred
1995 $10,000.00
1996 $11,000.00
1997 $12,100.00
1998 $13,310.00
1999 $14,641.00
2000 $16,105.00
2001 $17,716.00
2002 $19,487.00
2003 $21,436.00
2004 $23,579.00
I further authorize Blue Ball National Bank to credit all amounts so deferred to
the Retirement Account established pursuant to that certain ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Deferred Compensation Plan Agreement, by and between the undersigned and Blue
Ball National Bank, dated the 12th day of July, 1995.
I understand that this authorization shall remain in effect until revoked or
amended. I understand that I may revoke deferral upon at least 20 days' prior
written notice, effective on any January 1st, April 1st, July 1st or October
1st. I further understand that I may file an amended Election of Deferral at
least 30 days prior to the beginning of a Fiscal Year of the
Bank, effective on the first day of such Fiscal Year.
Date:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Exhibit B
NOTICE OF DISCONTINUANCE
TO: BLUE BALL NATIONAL BANK
Attention: Payroll Department
I hereby give notice of my election to discontinue deferral of my Compensation
under that certain ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Deferred Compensation Plan Agreement, by and
between Blue Ball National Bank and the undersigned, dated the ------------ day
of -----------------, 1995. This notice is submitted at least twenty (20) days
prior to January 1st, April 1st, July 1st, or October 1st, and shall be
effective as of such date, as specified below.
Discontinue deferral as of January 1st, 19
(▇▇▇▇ one) April 1st, 19
July 1st, 19
October 1st, 19
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Dated:----------------------------
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Exhibit C
DESIGNATION OF BENEFICIARY
UNDER THE
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
DEFERRED COMPENSATION PLAN AGREEMENT
I. Employee: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇.The above-named Employee's Revocable Beneficiary under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Deferred Compensation Plan Agreement is set forth below (CHECK BOX TO LEFT
OF APPLICABLE NUMBERED SUBPARAGRAPH AND FILL IN THE BLANK(S); CHECK AND
COMPLETE ONLY ONE NUMBERED SUBPARAGRAPH):
/ / 1.Employee's spouse, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, if living at the Employee's death; if
not, such of the children of the marriage of the Employee and said spouse
as shall be then living, equally, or the issue of any deceased child per
stirpes.
/ / 2.Employee's spouse, ---------------------------, if living at the
Employee's death, if not, such of the Employee's children as shall be
then living, equally.
/ / 3.Such of the following children of the Employee as shall be living at the
Employee's death, equally: ----------------, ----------------,
----------------.
/ / If this box is checked, and if paragraph 1, 2 or 3 is checked, then the
living children of any deceased child designated shall take the share,
divided equally, which such child would have taken, if living.
/ / 4.Employee's ---------------------------, if living at the Employee's
death, if not, Employee's ----------------------------, if then living,
if not, Employee's ---------------------------, if then living.
(Insert relationship to Employee and name).
/ / 5.Such of the following as shall be living at the Employee's death,
equally: Employee's -----------------------------------------------------
-----------------------------------------------------------------------.
(Insert relationship to Employee and name).
/ / 6.Employee's ------------------------------, if living at the Employee's
death, if not, such of the following as shall be then living, equally:
-----------------------------------------------------------------------
-----------------------------------------------------------------------.
(Insert relationship to Employee and name.)
/ / 7.Employee's -------------------------------------------------------------
--------------------------------------------------------------------.
(Insert relationship to Employee and name.
/ / 8.---------------------------------------------------------------------,as
trustee(s) or the successor trustee(s) under an Agreement dated
---------------------, 19-----, made by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
said trustee(s), as now existing or hereafter amended, or if said trust
is not in existence at the Employee's death, the executor(s) or
administrator(s) of the Employee.
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/ / 9.The trustee(s) or successor trustee(s) under the instrument probated as
the Last Will and Testament of the Employee, or, if the Employee shall
die intestate or shall leave a Will creating no trust, the executor(s) or
administrator(s) of the Employee.
/ /10.Employee's executor(s) or administrator(s).
/ /11.------------------------------------------------------or its successors.
(Insert Name and address of firm or organization.)
III.If any one of subparagraphs 1 through 7 of paragraph II above is
applicable and if no individual beneficiary named is living at the
Employee's death, the Beneficiary shall be the executor(s) or
administrator(s) of the Employee.
IV.This Designation of Beneficiary revokes all prior designations and shall
be effective as of the date it is filed with the Company. The Employee
retains the right to revoke this Designation of Beneficiary.
Date at New Holland, Lancaster County, Commonwealth of Pennsylvania, on
June 12, 1995.
WITNESS:
------------------------------------ ---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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CONSENT OF SPOUSE
I hereby consent to the designation of the above beneficiary(ies) to receive the
benefits payable under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Deferred Compensation Plan Agreement
between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Blue Ball National Bank, dated June 12, 1995, as the
result of the death of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and waive any and all rights necessary to
provide the payment of such benefits to such beneficiary(ies).
Dated at New Holland, Lancaster County, Commonwealth of Pennsylvania on June 12,
1995.
WITNESS:
------------------------------------- ---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
FILING ACKNOWLEDGMENT
Filed with the records of the Company this 12th day of June, 1995.
By -----------------------------------------
Title
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