IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER THE
MACDERMID, INCORPORATED PROFIT SHARING AND
EMPLOYEE STOCK OWNERSHIP, THE POLYFIBRON TECHNOLOGIES, INC. RETIREMENT PLAN AND
THE MACDERMID EQUIPMENT MONEY PURCHASE PLAN
TO: Participants of the above Plans
FROM: Frank Monteiro- Secretary, MacDermid Investment Committee
DATE: September 30, 2003
SUBJECT: The above Plan transitions from Wachovia Retirement Services to
Schwab Retirement Plan Services, Inc.
1. This notice is to inform you that the above listed (the "Plan")
will be changing recordkeepers from Wachovia Retirement Services to Schwab
Retirement Plan Services, Inc.
2. As a result of these changes, you will temporarily be unable to
obtain a loan from the Plan, obtain a distribution from the Plan, change
existing investment elections or execute a fund transfer. This period, during
which you will be unable to exercise these rights otherwise available under the
Plan, is called a "blackout period." Whether or not you plan in the near future
to retire, request a Plan distribution, apply for a Plan loan or change the
allocation of your Plan account balances or new contributions among the Plan's
investment options, we encourage you to carefully consider how this blackout
period may affect your rights, privileges and planning with respect to the Plan.
3. Below is a listing of key dates when partial and full blackout periods
are scheduled to begin. We anticipate coming out of the blackout period on
December 15, 2003. During the blackout period certain activities will be
temporarily suspended. The start dates for the suspension periods are as
follows:
- The last day to request a loan will be November 7, 2003.
- The last day to return completed distribution paperwork will be
November 7, 2003.
- The last day to request deferral percent changes through MacDermid
will be November 7, 2003.
- The last day to execute a fund transfer or change existing investment
elections on the VRS/Web will be November 18, 2003.
During the blackout period, you can determine whether the restricted period has
started or ended by calling 1-800-SCH-PLAN. Also, check the conversion web site
at http://macdermid.schwabplan.com for details on the conversion process.
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4. During the blackout period, you will be unable to change your existing
investment elections or execute a fund transfer in your plan account. For this
reason, it is very important that you review and consider the appropriateness of
your current investments in light of your inability to change your existing
investment elections or execute a fund transfer during the blackout period. For
your long-term retirement security, you should give careful consideration to the
importance of a well-balanced and diversified investment portfolio, taking into
account all your assets, income and investments.
Should you have any questions regarding this notice, please feel free to contact
Debbie Vigeant at 203-575-5980 or myself at 203-575-5793.We may also be reached
by e-mail at dvigeant@macdermi.com or fmonteiro@macdermid.com.
[GRAPHIC OMITED]
245 FREIGHT STREET WATERBURY, CT 06702 TELEPHONE (203) 575-5700 - DOM.
FAX (203) 575-5630
September 30, 2003
Dear MacDermid Employee,
Re: Upcoming Improvements in the MacDermid, Incorporated Profit Sharing and
Employee Stock Ownership Plan
WE RECENTLY COMPLETED AN EVALUATION PROCESS THAT HELPED US IDENTIFY NEW
OPPORTUNITIES FOR AND WAYS TO ACHIEVE IMPROVEMENT IN THE FLEXIBILITY OF OUR
MACDERMID, INCORPORATED PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN AND THE
OVERALL VALUE OF THE PLAN TO ITS PARTICIPANTS AS AN IMPORTANT PART OF
MACDERMID'S COMPENSATION AND EMPLOYEE BENEFITS PACKAGE. OUR EVALUATION INCLUDED
A MARKET REVIEW OF SERVICE PROVIDERS FOR SIMILAR TAX-QUALIFIED RETIREMENT PLANS,
INCLUDING 401(K) PLANS.
The Plan's New Custodian and Record-keeper. WE ARE VERY PLEASED TO ANNOUNCE
THAT, AS A RESULT OF THIS EVALUATION PROCESS, MACDERMID HAS RETAINED SCHWAB
RETIREMENT PLAN SERVICES, INC. (SRPS) AS THE NEW CUSTODIAN FOR THE PLAN. IN
REACHING THIS DECISION, WE WORKED DILIGENTLY TO ENSURE THAT CHANGING OUR PLAN
PROVIDER WOULD ENABLE THE PLAN TO BETTER PERFORM ITS MISSION OF PROVIDING
RETIREMENT AND SAVINGS BENEFITS TO PLAN PARTICIPANTS.
Overview of the Schwab Advantage for You. IF YOU HAVEN'T BEEN TAKING FULL
ADVANTAGE OF THE MACDERMID, INCORPORATED PROFIT SHARING AND EMPLOYEE STOCK
OWNERSHIP PLAN, NOW IS A GREAT TIME TO TAKE A SECOND LOOK, AS SIGNIFICANT
IMPROVEMENTS TO THE PLAN OFFER TO MAKE IT ONE OF THE MOST FLEXIBLE, CONVENIENT,
AND ACCESSIBLE WAYS TO HELP YOU BUILD SAVINGS AND BENEFITS FOR YOUR RETIREMENT.
NOW IS A GREAT TIME TO RE-EVALUATE HOW YOU USE THIS IMPORTANT BENEFIT. HERE ARE
SOME OF THE FEATURES YOU WILL ENJOY ONCE THE TRANSITION TO SCHWAB IS COMPLETE:
- - Educational and informational materials available in a variety of forms to
assist you in making important decisions concerning your account investment
allocation under the Plan
- - Educational meetings in which you can ask questions and spend one-on-one
time with a retirement representative
- - Access to your Plan account through the SchwabPlan Web site at
www.schwabplan.com
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- - An automated telephone system with most transactions available to you day
or night**
- - Trained retirement telephone representatives available from 7:00 a.m. to
11:00 p.m. EST, Monday through Friday
- - The ability to change how future contributions are invested over the
telephone or through schwabplan.com, with the new instructions effective
as soon as administratively possible
- - The ability to change how your account balance is invested over the
telephone or through schwabplan.com as often as you like, with the change
taking place the same day (for trade orders placed prior to 11:30 a.m.
EST)
- - Initiate loans and withdrawals over the telephone and on schwabplan.com
WE WILL KEEP YOU WELL INFORMED DURING THE TRANSITION TO SCHWAB THROUGH E-MAIL,
PRINT, LINKS TO USEFUL INFORMATION, LIVE MEETINGS, AND SCHWEBCASTS. You can
keep up-to-date with all the changes we are making through a customized
conversion website.
MACDERMID'S INVESTMENT COMMITTEE IS EXCITED ABOUT THE SELECTION OF SCHWAB AS A
SERVICE PROVIDER TO THE PLAN, WHICH WILL EMPOWER ALL ELIGIBLE MACDERMID
EMPLOYEES TO MAKE THE MOST OF THEIR FINANCIAL FUTURE. THE MACDERMID,
INCORPORATED PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN IS ONE OF THE MOST
VALUABLE BENEFITS YOU HAVE AS AN EMPLOYEE. IT IS ALSO ONE OF THE WAYS THAT OUR
COMPANY ACKNOWLEDGES THE IMPORTANT CONTRIBUTION YOU MAKE EVERY DAY TO THE
SUCCESS OF MACDERMID.
SINCERELY,
FRANK J. MONTEIRO
SECRETARY, MACDERMID INVESTMENT COMMITTEE
MEMORANDUM
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September 30, 2003
TO: Officers and Directors of MacDermid Incorporated
FROM: Frank Monteiro- Plan Administrator
RE: Restriction on Trading MacDermid, Incorporated Securities
Please be advised that Schwab Retirement Plan Services, Inc., an affiliate
of Charles Schwab & Co., Inc., has been engaged to replace Wachovia Bank, N.A.,
effective December 1, 2003 as the custodian and record-keeper of the MacDermid,
Incorporated Profit Sharing and Employee Stock Ownership Plan (the "Plan"). In
connection with this change, Plan participants will be subject for a period of
time to restrictions on executing transactions with respect to their individual
accounts under the Plan, including (i) changing the investment allocation of
participant contributions, (ii) receiving distributions or loans and (iii)
transferring Plan account balances among investment options. This period is
referred to as a "Plan Blackout Period." Plan participants were notified of the
Plan Blackout Period by notice issued on September 30, 2003.
The Plan Blackout Period is scheduled to commence at 2:00pm (Eastern
time on November 7, 2003 for loans, distributions, and deferral percentage
changes. A second Blackout period is scheduled to commence at 2:00pm (Eastern
time) on November 18, 2003 for the transferring of Plan account balances. Both
Blackout Periods are expected to end at 5:00pm (Eastern time) on December 15,
2003. Pursuant to rules established under the Sarbanes-Oxley Act of 2002, during
the Plan Blackout Period directors and executive officers of MacDermid,
Incorporated (the "Company"), the employer-sponsor of the Plan, including you,
may not buy, sell or otherwise transfer any equity security of the Company,
including restricted stock, nor can you exercise any of your stock options.
There are very narrow exceptions to this trading prohibition. AS A RESULT, DO
NOT TRADE IN MACDERMID STOCK FROM THE CLOSE OF BUSINESS ON NOVEMBER 6, 2003
UNTIL DECEMBER 16, 2003.
We anticipate a smooth transition with respect to the Plan's
custodial and record-keeping functions, but it is possible that the Plan
Blackout Period will not end when expected. In the event that the Plan Blackout
Period will be longer than expected, you will be so notified.
Please direct any questions regarding the Plan Blackout Period and the
changes to the Plan to my attention, in writing, at the following:
MacDermid Incorporated
Attn: Frank Monteiro- Plan Administrator
245 Freight Street
Waterbury, CT 06702