FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FIRST COMMONWEALTH FINANCIAL CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
January 1, 1998
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
TABLE OF CONTENTS
ARTICLE TITLE PAGE
I DEFINITIONS 3
II INTRODUCTION AND PURPOSE 6
2.1 Introduction 6
2.2 Purpose 6
2.3 Interpretation and Intent 6
2.4 Effective Date 6
III PARTICIPATION 7
3.1 Initial Participation 7
3.2 Additional Participation 7
3.3 Termination of Employment 7
IV CONTRIBUTIONS AND ALLOCATIONS 8
4.1 Salary Reduction Contributions 8
4.2 Non-Elective Contributions 8
4.3 Termination of Employment 9
During Year
V INVESTMENTS AND VALUATIONS 10
5.1 Measure of Investment Earnings 10
5.2 Quarterly Valuations 10
VI DETERMINATION AND DISTRIBUTION 11
OF BENEFITS
6.1 Determination of Benefits Upon 11
Termination of Employment
6.2 Determination of Benefits Upon 11
Death or Retirement
6.3 Distribution of Vested Portion of 11
Participant's Combined Account
6.4 Making of Distributions 12
VII ADMINISTRATION 13
7.1 Powers and Responsibilities of 13
Administrator
7.2 Plan Sponsor and Named Fiduciary 13
7.3 Powers and Responsibilities of 13
Committee
7.4 Claims Procedure 13
VIII TRUST FUND 15
8.1 Establishment of Trust 15
8.2 Right of Assignment and Transfer 15
of Interest
8.3 Unfunded Nature of Plan 15
IX AMENDMENT AND TERMINATION 16
9.1 Amendment 16
9.2 Termination of Plan 16
X MISCELLANEOUS 17
10.1 Limitation of Rights 17
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
TABLE OF CONTENTS
ARTICLE TITLE PAGE
10.2 Headings 17
10.3 Gender and Number 17
10.4 Governing Law 17
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE I
DEFINITIONS
As used in this Plan, the following words and phrases shall have
the meaning set forth below, unless a different meaning is clearly
required by the context:
1.1 "Act" means the Employee Retirement Income Security Act of 1974
(P.L. 93-406, 29 USC Section 1001 et seq), as the same may be amended
from time to time.
1.2 "Administrator" means Krauss and Pasternack, a Pennsylvania
partnership, or any successor or successors thereto designated by the
Employer from time to time.
1.3 "Aggregate Account" means, with respect to each Participant, the
value of all accounts maintained on behalf of that Participant.
1.4 "Anniversary Date" means December 31, 1998 and each thirty-first
day of December thereafter.
1.5 "Basic 401(k) Plan" means the First Commonwealth Financial
Corporation 401(k) Retirement Savings and Investment Plan, as amended
from time to time.
1.6 "Beneficiary" means the person to whom, or the entity to which, a
share of a deceased Participant's interest in the Plan is payable.
1.7 "Board of Directors" means the Board of Directors of the
Employer.
1.8 "Committee" means the Executive Compensation Committee of the Board
of Directors of the Employer, as the same shall from time to time be
constituted.
1.9 "Compensation" with respect to any Participant means such
Participant's basic compensation that is paid to him during the calendar
year. Such amount shall accordingly exclude bonuses, incentive
compensation, overtime pay and all other special and irregular
compensation, whether such amounts are required to be included as wages
for tax purposes or not.
1.10 "Code" means the Internal Revenue Code of 1986 (26 USC), as
amended from time to time.
1.11 " Deferred Compensation" means that portion of a Participant's
remuneration which he would have been entitled to receive in cash during
a calendar year but for a Salary Reduction Agreement between such
Participant and the Employer.
1.12 "Effective Date" means the first day of January, 1998.
1.13 "Elective Contribution" means the Employer's contributions to this
Plan that are made pursuant to the Participant's deferral election in
accordance with Section 4.1 hereof.
1.14 "Employee" means any person employed by the Employer or of any
subsidiaries or affiliates of which the Employer shall own a fifty
percent (50%) or greater capital interest, but shall not include
consultants, directors who are not also employed by the Employer and
other persons not employed by the Employer.
1.15 "Employer" means First Commonwealth Financial Corporation, a bank
holding company, and any successor or successors thereto.
1.16 "ESOP" means the First Commonwealth Financial Corporation Employee
Stock Ownership Plan, as amended from time to time.
1.17 "Executive Employee" means an Employee who is a member of the
Employer's select group of management or highly compensated employees
within the meaning of Section 201(2) of the Act (29 USC Section
1051(2)).
1.18 "Fiduciary" means any person who, or entity which, (a) exercises
any discretionary authority or discretionary control respecting
management of the Plan or exercises any authority or control respecting
management or disposition of its assets, (b) renders investment advice
for a fee or other compensation, direct or indirect, with respect to any
moneys or other property of the Plan or has any authority or
responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan,
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE I
DEFINITIONS
including, but not limited to, the Trustee, the Employer and the
Administrator.
1.19 "Forfeiture" means that portion of a Participant's Account that is
not Vested, and occurs on the same date that a forfeiture would occur
for the Participant under Basic 401(k) Plan.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
1.20 "Former Participant" means a person who has once been a
Participant hereunder but who is no longer an Employee and whose Vested
Aggregate Account has not yet been fully distributed to him.
1.21 "Labor Regulations" means the regulations of the United States
Department of Labor (29 CFR), and as amended periodically.
1.22 "Non-Elective Contribution" means a contribution made by the
Employer on behalf of a Participant other than an Elective Contribution.
1.23 "Participant" means any Executive Employee who participates in
this Plan.
1.24 "Participant's Combined Account" means the sum of a Participant's
Elective Account and the Participant's Non-Elective Account.
1.25 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his
interest in the Plan resulting from his Elective Contributions.
1.26 "Participant's Non-Elective Account" means the account established
and maintained by the Administrator for each Participant with respect to
his interest in the Plan resulting from his Non-Elective Contributions.
1.27 "Plan" means the First Commonwealth Financial Corporation
Supplemental Executive Retirement Plan as contained herein or as
subsequently amended.
1.28 "Plan Compensation" means a Participant's Compensation, for each
calendar year, in excess of the amount permitted to be reflected, for
that calendar year, under the Basic Plan because of the requirements of
Section 401(a)(17) of the Code.
1.29 "Plan Year" means each calendar year commencing with the 1998
calendar year.
1.30 "Retirement Date" means the date on which a Participant can retire
normally or because of disability in accordance with the provisions of
the Basic 401(k) Plan.
1.31 "Salary Reduction Agreement" means an agreement between a
Participant and the Employer, or, if applicable, with the subsidiary or
affiliate employing the Participant, pursuant to which such
Participant's Compensation shall be reduced and he shall be entitled to
Deferred Compensation pursuant to Section 4.1 hereof.
1.32 "Treasury Regulation" means the income tax regulations as
promulgated by the Secretary of the Treasury or his delegate (26 CFR),
and as amended periodically.
1.33 "Trust Agreement" means that certain Agreement and Declaration of
Trust made and entered into of even date with the Plan by and between
the Employer, as settlor, and the Trustee used for funding the benefits
accrued hereunder, and any amendments, substitutions or recodifications
thereto.
1.34 "Trust Fund" means the assets held in trust by the Trustee from
time to time pursuant to the Trust Agreement.
1.35 "Trustee" means First Commonwealth Trust Company of Indiana,
Pennsylvania, and any successor or successors thereto.
1.36 "Valuation Date" means March 31, June 30, September 30 and
December 31 of each calendar year.
1.37 "Vested" means the non-forfeitable portion of any account
maintained on behalf of a Participant.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE II
INTRODUCTION AND PURPOSE
2.1 Introduction
This Plan shall constitute "a plan which is unfunded and maintained
by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees' within the meaning of Section 201(2) of the Act (29 USC
Section 1051(2)) and the Labor Regulations applicable thereto.
Accordingly, it shall be exempt from Parts 2 and 3 of Title I of the Act
and shall be subject to simplified reporting and disclosure under Part 1
of Title I of the Act as provided by the applicable Labor Regulations.
2.2 Purpose
The purpose of this Plan is to restore some of the equity to
Participants as compared with other Employees that would otherwise be
lost under certain provisions of the Basic 401(k) Plan and the ESOP that
have been incorporated in those two latter instruments in order to meet
specific legal requirements, such as:
The maximum compensation restrictions contained at Section
401(a)(17) of the Code.
The actual deferral percentage restrictions contained at Section
401(k)(3)(ii) of the Code.
The actual contribution percentage restrictions contained at
Section 401(m)(2)(A) of the Code.
The maximum contribution and forfeiture restrictions contained at
Section 415 of the Code.
The maximum salary reduction deferral restrictions contained at
Section 402(g) of the Code.
2.3 Interpretation and Intent
It is intended that this Plan be part of a program of employee
benefits for the Participants that includes also the Basic 401(k) Plan
and the ESOP and that the former is intended to supplement the latter
two (2) plans. Accordingly, this Plan is to be interpreted and
administered in pari materia with the latter two (2) plans.
2.4 Effective Date
The Plan shall be effective on its Effective Date, but any act or
action required for 1998 shall be undertaken as soon as practicable
after this Plan and the Trustee Agreement shall be duly executed and
adopted.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE III
PARTICIPATION
3.1 Initial Participation
The Participants in the Plan as and from the Effective Date shall
be as follows:
Joseph E. O'Dell, President and Chief Executive Officer of the
Employer.
Gerard M. Thomchick, Senior Executive Vice President and Chief
Operating Officer of the Employer.
Johnston A. Glass, President and Chief Executive Officer of First
Commonwealth Bank, a wholly owned subsidiary of the Employer.
3.2 Additional Participation
The Committee may, but is not required to, from time to time extend
the right of participation in the Plan to other Executive Employees.
3.3 Termination Of Employment
A Participant who ceases being an Employee shall cease being a
Participant hereunder and shall thereupon become a Former Participant.
If such a Former Participant shall thereafter again become an Employee,
he shall not automatically again become a Participant, but shall become
a Participant again if, and only if, so ordered by the Committee.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE IV
CONTRIBUTIONS AND ALLOCATIONS
4.1 Salary Reduction Contributions
Any Participant who is a Participant on the first day of a Plan
Year may enter into a Salary Reduction Agreement with the Employer, or
if applicable, with the subsidiary or affiliate employing the
Participant, but in any event is not required to enter into such an
agreement, pursuant to which the Participant's Plan Compensation shall
be reduced by the percentage that such Participant elects, not less than
one percent (1%) nor more than five percent (5%), in whole integer
percentages, such amount to constitute the Participant's Deferred
Compensation. For the purpose of assisting the Employer and the
Administrator in recording the amount of Deferred Compensation, and for
providing additional assurance to the Participant of his rights thereto
under certain circumstances, all as provided herein and in the Trust
Agreement, the Employer shall make an Elective Contribution on behalf of
each such Participant, equal to the Participant's Deferred Compensation
for the Plan Year, in the manner provided by the next sentence hereto.
The amount of such Elective Contribution, as calculated at the beginning
of each Plan Year, shall as soon as practicable at or near the beginning
of such Plan Year, be conveyed and transferred to the Trustee to be held
in trust for the benefit of the Participant, but subject in any event to
the interest of the creditors of the Employer under certain
circumstances, as provided in the Trust Agreement.
Any such election shall be made prior to the first day of the
applicable Plan Year and shall thereafter be irrevocable with respect to
that Plan Year, but may be modified or revoked as it pertains to any
future Plan Year. The Employer, or if applicable, the subsidiary or
affiliate employing the Participant, shall thereupon cause the
Participant's Compensation to be reduced in an amount equal to his
Deferred Compensation for the Plan Year pursuant to such election, in as
level an amount as possible over the number of paychecks (or remaining
paychecks) in that Plan Year. Nevertheless, for 1998, such election may
be made at any time within, and not later than, fourteen (14) calendar
days after this Plan is approved by the Committee. Any such election
shall be on a form provided by the Employer.
4.2 Non-Elective Contributions
In addition to the Elective Contributions provided by Section 4.1
hereof, the Employer shall also make the following Non-Elective
Contributions on behalf of each Participant who is a Participant on the
first day of a Plan Year, viz.:
A matching contribution which shall be equal to eighty percent
(80%) of the Participant's Elective Contribution as provided by
Section 4.1 hereof, provided, however if the matching contribution
percentage under the Basic 401(k) Plan shall be changed by the
Board of Directors to a percentage other than eighty percent (80%),
such revised percentage shall automatically be used herein in lieu
of eighty percent (80%).
A contribution equal to eight percent (8%) of the Plan Compensation
of each Participant for the calendar year.
The Non-Elective Contribution shall be contributed at the same time
and in the same manner as the Elective Contribution as provided by
Section 4.1 hereof.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
4.3 Termination of Employment During Year
If a Participant shall terminate his employment during a Plan Year,
so that the Participant's total reduction of Compensation pursuant to
the Salary Reduction Agreement shall be less than the Elective
Contribution made on behalf of the Participant, then the Employer (or,
if applicable the subsidiary or affiliate employing the Participant)
shall recover the difference from any remaining remuneration otherwise
due and payable to the Participant (including, but not limited to,
severance benefits and accrued vacation remuneration). Non-Elective
Contributions made on behalf of the Participant shall not be recovered
from the Participant as a result of early termination of employment or
otherwise.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE V
INVESTMENTS AND VALUATIONS
5.1 Measure of Investment Earnings
The Participant's Elective Account and the Participant's Non-
Elective Account shall be credited with hypothetical investment earning
and investment gains measured on a market value basis, whether such
gains have been realized or not, and charged with hypothetical
investment losses measured on a market value basis, whether such losses
have been realized or not, in the manner provided in this Section 5.1.
Each such account shall be credited or charged in the same manner, and
in accordance with the same rules and procedures, as such amounts would
have been credited or charged under the Basic 401(k) Plan if the
Elective Contributions and Non-Elective Contributions would have been
invested therein on the same day as invested herein with the Trustee as
part of the Trust Fund. For this purpose, the investment elections and
changes therein made by the Participant under the Basic 401(k) Plan
shall be applied as if such election also pertained to the hypothetical
account provided herein.
5.2 Quarterly Valuations
The Administrator shall cause each Participant's Elective Account
and Participant's Non-Elective Account to be valued on each Valuation
Date in accordance with the procedure established by Section 5.1 hereof.
The Administrator shall thereupon cause statements to be prepared and
distributed to each Participant showing his account balance as of each
such Valuation Date and other relevant information.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS
6.1 Determination of Benefits Upon Termination of Employment
Upon termination of employment, the Participant shall be entitled
to that portion of his Participant's Combined Account in which he is
then Vested. Such Vested portion shall be determined using the same
criteria, pursuant to the same methods, and in accordance with the same
rules and procedures as would have been applicable under the Basic
401(k) Plan, had such accounts been the applicable accounts for such
Participant under the Basic 401(k) Plan, except that all of the
Participant's Combined Accounts shall be deemed Vested on and after a
"change in control." For this purpose, a "change in control" shall have
occurred if, at any time, any person or group of persons acting in
concert (within the meaning of Section 13(d) of the Securities Exchange
Act of 1934 and the regulations of the Securities and Exchange
Commission promulgated thereunder) shall acquire legal or beneficial
ownership interest, or voting rights, in twenty-five percent (25%) or
more of the common voting stock of the Employer. For all purposes
hereunder, each Participant's period of service with the Employer prior
to the Effective Date shall be credited as well as such period of
service subsequent thereto.
6.2 Determination of Benefits Upon Death or Retirement
Upon the Participant's retirement or death, the Participant shall
be entitled to that portion of his Participant's Combined Account in
which he is then Vested. Such Vested portion shall be determined using
the same criteria, pursuant to the same methods, and in accordance with
the same rules and procedures as would have been applicable under the
Basic 401(k) Plan, had such accounts been the applicable accounts for
such Participant under the Basic 401(k) Plan.
6.3 Distribution of Vested Portion of Participant's Combined Account
The Vested portion of the Participant's Combined Account shall be
distributed to him in the same manner, and in accordance with the same
rules and procedures, as such amount would have been distributed to the
Participant under the Basic 401(k) Plan. In the event of the death of a
Participant or Former Participant prior to the total Vested portion of
his Participant's Combined Account being distributed to him, the
remainder shall be distributed to his Beneficiary as soon as practicable
after his death. For this purpose, his Beneficiary shall be the same
person or entity entitled to receive benefits on his death under the
Basic 401(k) Plan, unless the Participant shall have previously
designated, in writing to the Administrator, another person or entity to
be his Beneficiary for the purpose of this Plan. Any such designation
shall be revocable before the death of the Participant and may be
revoked, and another person so designated, by a subsequent writing filed
with the Administrator.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
6.4 Making of Distributions
All distributions from this Plan, as provided herein, shall be made
by the Trustee, from the Trust Fund, upon written authorization and
direction by the Administrator to the Trustee, as long as the Employer
shall not then be bankrupt or insolvent, as defined and provided in the
Trust Agreement. If payments to the Participants, Former Participants
and Beneficiaries shall then be suspended or terminated because of the
bankruptcy or insolvency of the Employer, in accordance with the
provisions of the Trust Agreement, distributions shall then be made by
the Employer, subject to any necessary approvals of a bankruptcy court
or other supervising court; provided, however if the suspension of
payment from the Trust Fund shall later be discontinued, distributions
shall again be made from the Trust Fund, all as more fully provided in
the Trust Agreement.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE VII
ADMINISTRATION
7.1 Powers and Responsibilities of Administrator
The Administrator shall administer, construe and interpret this
Plan and shall, subject to its provisions, certify and direct the
Trustee as to the making of distributions hereunder and, consistent with
the elections (and changes thereof from time to time) under the Basic
401(k) Plan, direct the Trustee as to the manner of investment of the
Trust Fund from time to time. The Administrator shall have discretionary
authority to exercise all powers and to make all determinations,
consistent with the terms of the Plan, in all matters entrusted to it,
and its determination shall be given deference and shall be final and
binding on all interested parties. The Administrator shall constitute
the named administrator within the meaning of Section 3(16)(A) of the
Act (29 USC Section 1002(16)(A)) and shall have an obligation under this
Plan as a Fiduciary accordingly.
7.2 Plan Sponsor and Named Fiduciary
The plan sponsor within the meaning of Section 3(15)(B) of the Act
(29 USC Section 1102(15)(B)) shall be the Employer. The named
fiduciaries within the meaning of Section 402(a) of the Act (29 USC
Section 1102(a)(2)) shall jointly be the Employer and the Administrator.
7.3 Powers and Responsibilities of Committee
The Committee may permit additional Participants into the Plan from
time to time and provide exceptions and waivers as to any provision
thereof, provided no such exception or waiver shall reduce the benefit
to which a Participant is otherwise entitled under any provision hereof.
The Committee shall also have the power to amend and terminate the Plan
to the extent provided by Article VIII hereof.
7.4 Claims Procedure
Any Participant, Former Participant or Beneficiary, or his duly
authorized representative, may file with the Administrator a claim for a
benefit under this Plan. Such a claim must be in writing, be on a form
provided by the Administrator if the Administrator had previously issued
such a form and made the same available to the Participant, Former
Participant or Beneficiary, and must be delivered to the Administrator,
in person or by mail, postage prepaid. Within ninety (90) days after the
receipt of such a claim, the Administrator shall send to the claimant,
by mail, postage prepaid, a notice of the granting or denying, in whole
or in part, of such claim, unless special circumstances require an
extension of time for the processing of the claim. In no event may the
extension exceed ninety (90) days from the date of the initial period.
If such an extension is necessary, the claimant will be given written
notice to this effect prior to the expiration of the initial ninety (90)
day period. The Administrator shall have full discretion to grant or
deny a claim in whole or in part in accordance with the terms of this
Plan. If notice of the denial of a claim is not furnished in accordance
with this Section 7.4, the claim shall be deemed denied and the claimant
shall be permitted to exercise his right of review as hereinafter
provided.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
The Administrator shall provide to every claimant who is denied a
claim for benefits a written notice setting forth, in a manner
calculated to be understood by the claimant the following information,
viz.:
The specific reason or reasons for the denial.
Specific references to the pertinent Plan provisions on which the
denial is based, together with a copy of such Plan provisions.
A description of any additional material or information necessary
of the claimant to perfect the claim and an explanation of why
such material or information is necessary, and
a. An explanation of the Plan's claim review procedure.
Within sixty (60) days after the receipt by a claimant of written
notification of the denial (in whole or in part) of a claim by the
Administrator, the claimant or his duly authorized representative, upon
written application to the Administrator, delivered in person or by
certified mail, postage prepaid, may review pertinent documents and
submit to the Administrator, in writing, his notice of appeal from the
initial decision, together with a detailed statement of the basis and
arguments upon which such appeal is based, including such statements of
fact and conclusions of law, together with the justification therefor,
as claimant or his authorized representative believe supports his appeal
from the initial decision of the Administrator.
Upon the Administrator's receipt of a notice of a request for
review, the Administrator shall make a prompt decision on the review and
shall communicate the decision on review to the claimant or his
authorized representative. The decision on review shall be written in a
manner calculated to be understood by the claimant and shall (unless the
decision shall fully reverse the denial of the claim and completely
accept the claim of the claimant) include specific reasons for the
decision and specific references to the pertinent Plan provisions upon
which the decision is based. The decision on review shall be made not
later than sixty (60) days after the Administrator's receipt of a
request for a review, unless special circumstances require an extension
of time for processing, in which case a decision shall be rendered not
later than one-hundred-twenty (120) days after receipt of the request
for review. If an extension is necessary, the claimant shall be given
written notice of the extension by the Administrator prior to the
expiration of the initial sixty (60) day period. If notice of the
decision on review is not furnished in accordance with this Section 7.4,
the claim shall be deemed denied on review.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE VIII
TRUST FUND
8.1 Establishment of Trust
Upon even date with the execution of this Plan, or as soon as
practicable thereafter, in order to assist the Employer in meeting its
obligations hereunder and provide a more certain and regular procedure
for receipt of benefits by the Participants, Former Participants and
Beneficiaries, the Employer shall enter into a Trust Agreement with the
Trustee for the holding of the Trust Fund in trust in accordance with
all of the provisions thereof contained. Such trust shall be a grantor
trust within the meaning of Section 671 of the Code and an accumulation
trust within the meaning of Subpart C of Part 1 of Subchapter J of
Chapter 1 of Subtitle A of the Code.
8.2 Right of Assignment and Transfer of Interest
No amounts payable hereunder may be assigned, pledged, mortgaged,
hypothecated, sold or transferred nor may any such amounts be subject to
lien, levy, distraint or other legal process or attachment. All right to
benefits hereunder shall be personal to the Participant, Former
Participant or Beneficiary and no such person shall have a right to the
assets held in the Trust Fund, or any portion thereof, prior to the
Administrator directing the Trustee to make payment therefrom in a
particular instance.
8.3 Unfunded Nature of Plan
Since the rights of the Participants, Former Participants and
Beneficiaries as cestuis que trust are not absolute but are defeasible
in the event of the bankruptcy or insolvency of the Employer, as
provided by the Trust Agreement, this Plan shall, notwithstanding the
existence of the Trust Fund, be deemed unfunded for the purpose of Title
I of the Act, in accordance with Labor Regulations.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE IX
AMENDMENT AND TERMINATION
9.1 Amendment
This Plan may be amended at any time and from time to time by the
Committee; provided, however no such amendment shall reduce the benefit
hereunder accrued by any Participant, Former Participant or Beneficiary
prior to the later of (a) the date that such amendment is to be
effective or (b) the date that such amendment is so adopted by the
Committee. The Committee may authorize and direct any officer of the
Employer to take such action, and execute such documents as are
necessary or appropriate to evidence the adoption of any amendment
hereto.
9.2 Termination of Plan
The Committee may cause and authorize this Plan to be terminated at
any time; provided, however, no such termination shall defease any right
of a Participant, Former Participant or Beneficiary to any benefit
accrued prior to the date of such termination (whether such benefit
shall otherwise be Vested or not under the terms of the Plan). The
Committee may authorize and direct any officer of the Employer to take
such action, and execute such documents, as are necessary or appropriate
to effectuate any such decision of the Committee.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Exhibit 10.7 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Continued)
ARTICLE X
MISCELLANEOUS
10.1 Limitation of Rights
Nothing contained in this Plan shall be construed to limit in any
way the right of the Employer (or, if applicable, the subsidiary or
affiliate employing the Employee) to terminate an Employee's or
Participant's employment at any time or in any way to constitute an
agreement or understanding, express or implied, that the Employer (or,
if applicable, the subsidiary or affiliate employing the Employee) will
continue to employ Employee, or will employ, or continue to employ, the
Employee in any particular position or under any particular
circumstances.
10.2 Headings
The headings and subheading contained herein are for convenience of
reference only and are to be ignored in any construction thereof.
10.3 Gender and Number
Whenever used in this Plan, the masculine shall be deemed to
include the feminine and the singular shall be deemed to include the
plural.
10.4 Governing Law
This Plan shall be construed in accordance with, and governed by,
the laws of the Commonwealth of Pennsylvania, to the extent such laws
are not preempted by the laws of the Untied States of America.
IN WITNESS WHEREOF, the undersigned officers, being duly authorized,
have caused this instrument to be duly executed by, and on behalf of,
FIRST COMMONWEALTH FINANCIAL CORPORATION, a corporation organized and
existing pursuant to the laws of the Commonwealth of Pennsylvania, this
30th day of March, 1998, but to be effective, nevertheless,
retroactively as and from the first day of January, 1998.
(SEAL) FIRST COMMONWEALTH
FINANCIAL CORPORATION
Attest: By/S/JOSEPH E. O'DELL
Joseph E. O'Dell
/S/DAVID R. TOMB, JR. President and Chief
David R. Tomb, Jr. Executive Officer
Senior Vice President,
Secretary and Treasurer