IRWIN BANK & TRUST COMPANY
SUPPLEMENTAL PENSION PLAN
October 15, 1994
TABLE OF CONTENTS
ARTICLE I DEFINITIONS................................................2
Section 1.01. Definitions Incorporated by Reference......................2
Section 1.02. "Actuarial Equivalent/Equivalence".........................2
Section 1.03. "Accrued Benefit"..........................................2
Section 1.04. "Beneficiary"..............................................2
Section 1.05. "Employer".................................................2
Section 1.06. "Participant"..............................................3
Section 1.07. "Pension Plan".............................................3
Section 1.08. "Plan".....................................................3
Section 1.09. "Plan Year"................................................3
Section 1.10. "Spouse"...................................................3
ARTICLE II PARTICIPATION..............................................4
Section 2.01. Eligibility................................................4
Section 2.02. Participation..............................................4
ARTICLE III CREDITS FOR SERVICE........................................4
Section 3.01. Years of Benefit Service...................................4
Section 3.02. Years of Service...........................................4
ARTICLE IV BENEFIT ACCRUALS/VESTING...................................5
Section 4.01. Basic Benefit Formula......................................5
Section 4.02. Accrued Benefit............................................5
Section 4.03. Maximum Annual Benefits....................................6
Section 4.04. Vested Benefits............................................6
ARTICLE V BENEFITS AND DISTRIBUTIONS.................................7
Section 5.01. Normal Retirement Pension..................................7
Section 5.02. Early Retirement Pension...................................8
Section 5.03. Late Retirement Pension....................................8
Section 5.04. Disability Pension.........................................9
Section 5.05. Deferred Vested Pension...................................10
Section 5.06. Distribution of Benefits..................................10
Section 5.07. Suspension of Benefits....................................11
Section 5.08. Incapacity/Minor Beneficiaries............................11
Section 5.09. Location of Participant or Beneficiary
Unknown...................................................12
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ARTICLE VI DEATH BENEFITS............................................12
Section 6.01. Surviving Spouse's Pension................................12
Section 6.02. Pre-Retirement Death Benefits.............................14
Section 6.03. Beneficiary Designations..................................14
ARTICLE VII PLAN ADMINISTRATION.......................................15
Section 7.01. Plan Administrator........................................15
Section 7.02. Powers and Duties.........................................15
Section 7.03. Claims, Appeals and Review Procedure......................16
Section 7.04. Information and Proof.....................................17
Section 7.05. Liability/Indemnification.................................18
ARTICLE VIII AMENDMENT AND TERMINATION.................................19
Section 8.01. Amendment and Termination.................................19
ARTICLE IX MISCELLANEOUS PROVISIONS..................................19
Section 9.01. Payments..................................................19
Section 9.02. Status of the Plan........................................20
Section 9.03. Nonalienation of Rights and Benefits......................20
Section 9.04. Employment Rights Not Affected by the
Plan......................................................20
Section 9.05. Applicable Law............................................20
Section 9.06. Effective Date............................................21
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PREAMBLE
WHEREAS, Irwin Bank & Trust Company (the "Employer") maintains a tax
qualified defined benefit pension plan to provide its eligible employees with
benefits in the event of retirement, death, disability or termination of
employment; and
WHEREAS, the Employer maintains a tax-qualified profit sharing plan which
contains a cash or deferred arrangement under Section 401(k) of the Internal
Revenue Code of 1986 and an employer matching contribution feature under Section
401(m) of the Code to provide its eligible employees with an opportunity to
accumulate funds for their retirement and other financial emergencies;
WHEREAS, the Employer wishes to provide supplemental pension benefits to
certain of its employees who are among a select group of management or highly
compensated employees and who are nearing retirement; and
WHEREAS, the Employer intends that the supplemental pension arrangement set
forth in this instrument be an unfunded arrangement for federal income tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
NOW THEREFORE, the Employer adopts a plan providing for supplemental
pension benefits as follows.
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITION INCORPORATED BY REFERENCE. Any capitalized terms
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contained in this Plan which are not expressly defined in this Plan shall have
the meaning set forth in the Irwin Bank & Trust Company Pension Plan. Such terms
are specifically incorporated into this Plan by this reference as if the same
were fully set forth in this Plan.
SECTION 1.02. "ACTUARIAL EQUIVALENT/EQUIVALENCE". The term "Actuarial
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Equivalent" or "Actuarial Equivalence" means any of the aggregate amounts, all
equal in value, which are expected to be received under different forms of
payment or at different times computed using the following assumptions:
Post Retirement Mortality: UP-1984 Unisex Mortality
Table
Pre-Retirement Mortality: UP-1984 Unisex Mortality
Table
Post Retirement Interest Rate: 7% compounded annually
Pre-Retirement Interest Rate: 7% compounded annually
SECTION 1.03. "ACCRUED BENEFIT". The term "Accrued Benefit" means the
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amount that could be payable at the Participant's Normal Retirement Date
determined in accordance with the provisions of Article IV.
SECTION 1.04. "BENEFICIARY". The term "Beneficiary" means the person or
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persons determined in accordance with the provisions of Section 6.03 to receive
payment of a Participant's or former Participant's undistributed Accrued Benefit
in the event of the death of the Participant or former Participant.
SECTION 1.05. "EMPLOYER". The term "Employer" means Irwin Bank & Trust
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Company.
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SECTION 1.06. "PARTICIPANT". The term "Participant" means any Employee who
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has satisfied the requirements to participate in this Plan as provided in
Article II, and who has not for any reason become ineligible to participate
further in the Plan.
SECTION 1.07. "PENSION PLAN". The term "Pension Plan" means the Irwin Bank
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& Trust Company Pension Plan, as amended and restated, effective October 16,
1989.
SECTION 1.08. "PLAN". The term "Plan means the supplemental pension plan
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set forth in this instrument, as amended and supplemented from time to time,
which shall be known as the Irwin Bank & Trust Company Supplemental Pension
Plan.
SECTION 1.09. "PLAN YEAR". The term "Plan Year" means each twelve (12)
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month period beginning on October 15 and ending on the following October 14.
SECTION 1.10. "SPOUSE".
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(a) The term "spouse" shall mean the individual to whom a Participant or
former Participant is legally married under applicable state law as of any
relevant date.
(b) A Participant (including a former Participant) who is unmarried as of
any relevant date shall nevertheless be considered as married for purposes of
this Plan if such Participant has a former spouse who is the beneficiary of a
"qualified domestic relations order", as defined in Section 414(p) of the Code,
which qualified domestic relations order creates or recognizes the existence of
the former spouse's right to receive all or a portion (but only to the extent
provided in such qualified domestic relations order) of the benefits payable to
the Participant under the Pension Plan and this Plan. Under such circumstances,
the term "Spouse" herein shall be read to include such former spouse. To the
extent provided under a qualified domestic relations order affecting a
Participant's benefits under this Plan, a current Spouse will not be treated as
the Spouse or surviving Spouse over a former spouse who is the beneficiary of
such qualified domestic relations order.
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ARTICLE II
PARTICIPATION
SECTION 2.01. ELIGIBILITY. Participation in the Plan shall be limited to
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salaried Employees who are included in a select group of management or highly
compensated employees, and who are active participants in the Pension Plan on
and after the effective date of the Plan. Individual Participants in the Plan
shall be selected and designated by the Retirement Committee appointed to
administer the Plan under the provisions of Section 7.01
SECTION 2.02. PARTICIPATION. An Employee selected for participation in the
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Plan shall become a Participant as of the first day of the Plan Year as
specified by the Retirement Committee. A Participant's participation in the Plan
shall terminate as of the date upon which the Participant's employment with the
Employer terminates as the result of retirement, death, disability or other
reasons. A Participant's participation in the Plan shall terminate immediately
in the event that the Participant's employment classification is such that the
Participant is no longer included in the select group of management or highly
compensated employees eligible to participate in the Plan as described in
Section 2.01.
ARTICLE III
CREDITS FOR SERVICE
SECTION 3.01. YEARS OF BENEFIT SERVICE. A Participant's Accrued Benefit
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under the Plan shall be determined with reference to the Participant's full and
fractional Years of Benefit Service. For purposes of this Plan, a Participant's
Years of Benefit Service shall be equivalent to his/her Years of Benefit Service
determined and credited under the provisions of Section 1.50 of the Pension
Plan, and may include Years of Benefit Service credited before and after the
Participant commences participation in this Plan.
SECTION 3.02. YEARS OF SERVICE. A Participant's nonforfeitable benefits
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under the Plan shall be determined with
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reference to the Participant's Years of Service. For purposes of this Plan, a
Participant's Years of Service shall be equivalent to his/her Years of Service
determined and credited under the provisions of Sections 1.51 and 1.52 of the
Pension Plan, and may include Years of Service credited before and after the
Participant commences participation in this Plan.
ARTICLE IV
BENEFIT ACCRUALS/VESTING
SECTION 4.01. BASIC BENEFIT FORMULA. Subject to the limitations contained
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in this Article, each Participant will be entitled to a monthly retirement
benefit under the Plan based upon the Participant's Average Monthly
Compensation, Years of Benefit Service and Monthly Covered Compensation
determined as follows:
(a) 1.0% of Average Monthly Compensation multiplied by Years of Benefit
Service; plus
(b) .75% of Average Monthly Compensation in excess of Monthly Covered
Compensation multiplied by Years of Benefit Service (not to exceed 35
years); minus
(c) The Participant's Accrued Benefit under the Pension Plan.
If the Participant's benefit commences at a time other than his/her Normal
Retirement Age, the benefit percentages specified in (b) above shall be reduced
by the factors set forth in I.R.C. Reg. Sec. 1.401(1)-3(e).
SECTION 4.02. ACCRUED BENEFIT. The monthly amount determined under Section
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4.01 and expressed as a single life annuity commencing at the Participant's
Normal Retirement Date shall be the Participant's total Accrued Benefit at
Normal Retirement Age. At any other given time, the Participant's Accrued
Benefit shall be:
(a) The aggregate amounts determined under Section 4.01 (a) and (b) based
on the Participant's Average Monthly Compensation at the date of
determination and the Participant's Years of
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Benefit Service projected to the Participant's Normal Retirement Date
(or if later, the current year) assuming continuous employment until
such date; multiplied by
(b) A fraction, the numerator of which is the Participant's Years of
Benefit Service at the date of determination, and the denominator of
which is the Participant's Years of Benefit Service projected to the
Participant's Normal Retirement Date (or if later, the current year)
assuming continuous employment until such date; less
(c) The Participant's Accrued Benefit under the Pension Plan.
SECTION 4.03. MAXIMUM ANNUAL BENEFITS. Notwithstanding anything in this
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Plan to the contrary, the "annual benefit" which will become payable under the
Plan at any time shall be limited and adjusted so as not to exceed the maximum
"annual benefit" permissible under the provisions of Article V of the Pension
Plan and Section 415 of the Code which are incorporated into this Plan by this
reference, and which shall be applied if the benefits provided by this Plan were
benefits provided by a plan qualified under Section 401 of the Code. If the
benefit that a Participant would otherwise accrue in a Limitation Year under
this Plan would produce an "annual benefit" in excess of the maximum permissible
amount, the rate of accrual under this Plan will be reduced so that the "annual
benefit" provided by this Plan and the "annual benefit" otherwise taken into
account under Article V of the Pension Plan will equal the maximum permissible
amount.
SECTION 4.04. VESTED BENEFITS.
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(a) Subject to the provisions of paragraph (b) below, the Accrued Benefit
of a Participant shall be nonforfeitable if such Participant:
(1) is credited with five (5) or more Years of Service in accordance
with the provisions of Section 3.02; or
(2) suffers a Total and Permanent Disability under the provisions of
Section 5.04; or
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(3) attains Normal Retirement Age while in the employ of the
Employer; or
(4) dies while in the employ of the Employer.
(b) All rights of the Participant, his/her designated Beneficiary(ies),
personal representative(s) or any other person(s) to receive payment of any
benefits under this Plan shall be forfeited if the Participant, during the
course of employment with the Employer, shall commit fraud, embezzlement or
other criminal or dishonest acts against the Employer, or shall otherwise engage
in any activity or conduct which the Board of Directors in good faith and in its
sole judgment determines is substantially inimical to the best interests of the
Employer.
ARTICLE V
BENEFITS AND DISTRIBUTION
SECTION 5.01. NORMAL RETIREMENT PENSION.
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(a) Upon a Participant's normal retirement under the provisions of Section
4.01 of the Pension Plan, such Participant shall be entitled to a Normal
Retirement Pension payable under this Plan.
(b) The Participant's Normal Retirement Pension shall be equivalent to the
Participant's nonforfeitable Accrued Benefit determined under the provisions of
Sections 4.02 and 4.04 at the Participant's Normal Retirement Date and expressed
as a monthly benefit payable in the form of a single life annuity.
(c) Payment of the Participant's Normal Retirement Pension shall commence
as of the Annuity Starting Date for the Participant's Normal Retirement Benefit
under the Pension Plan.
(d) The Participant's Normal Retirement Pension shall be payable in the
form and manner more fully described in Section 5.06 below. In the event that
the Participant's Normal Retirement Pension is payable in a form other than a
single life annuity, such benefit shall be adjusted to the Actuarial Equivalent
of a single life annuity for the Participant.
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SECTION 5.02. EARLY RETIREMENT PENSION.
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(a) Upon a Participant's early retirement under the provisions of Section
4.03 of the Pension Plan, such Participant shall be entitled to an Early
Retirement Pension payable under this Plan.
(b) The Participant's Early Retirement Pension shall be equivalent to the
Participant's nonforfeitable Accrued Benefit determined under the provisions of
Sections 4.02 and 4.04 at the Participant's Retirement Date and expressed as a
monthly benefit payable in the form of a single life annuity.
(c) Payment of the Participant's Early Retirement Pension shall commence as
of the Annuity Starting Date for the Participant's Early Retirement Benefit
under the Pension Plan. If the Annuity Starting Date for the Participant's Early
Retirement Pension precedes the Participant's Normal Retirement Date, the
Participant's Accrued Benefit shall be reduced by 1/180 for each of the first
sixty (60) months, and 1/360 for each of the next sixty (60) months by which the
Annuity Starting Date precedes the Participant's Normal Retirement Date.
(d) The Participant's Early Retirement Pension shall be payable in the form
and manner more fully described in Section 5.06 below. In the event that the
Participant's Early Retirement Pension is payable in a form other than a single
life annuity, such benefit shall be adjusted to the Actuarial Equivalent of a
single life annuity for the Participant.
SECTION 5.03. LATE RETIREMENT PENSION.
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(a) A Participant who remains in the employ of the Employer after his/her
Normal Retirement Date and who retires as of his/her Late Retirement Date under
the provisions of Section 4.04 of the Pension Plan shall be entitled to a Late
Retirement Pension payable under this Plan.
(b) The Participant's Late Retirement Pension shall be equivalent to the
Participant's nonforfeitable Accrued Benefit determined under the provisions of
Sections 4.02 and 4.04 at the Participant's Late Retirement Date and expressed
as a monthly benefit payable in the form of a single annuity.
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(c) Payment of the Participant's Late Retirement Pension shall commence as
of the Annuity Starting Date for the Participant's Late Retirement Benefit under
the Pension Plan.
(d) The Participant's Late Retirement Pension shall be payable in the form
and manner more fully described in Section 5.06 below. In the event that the
Participant's Late Retirement Pension is payable in a form other than a single
life annuity, such benefit shall be adjusted to the Actuarial Equivalent of a
single life annuity for the Participant.
SECTION 5.04. DISABILITY PENSION. If a Participant suffers a Total and
-------------------
Permanent Disability so as to become entitled to receive a Disability Retirement
Benefit under the provisions of Section 4.05 of the Pension Plan, such
Participant shall be entitled to a Disability Retirement Pension payable under
this Plan.
(b) The Participant's Disability Retirement Pension shall be equivalent to
the Participant's nonforfeitable Accrued Benefit determined under the provisions
of Sections 4.02 and 4.04 at the Participant's Disability Retirement Date and
expressed as a monthly benefit payable in the form of a single life annuity.
(c) Payment of the Participant's Disability Retirement Pension shall
commence as of the Annuity Starting Date for the Participant's Disability
Retirement Benefit under the Pension Plan. If the Annuity Starting Date for the
Participant's Disability Retirement Pension precedes the Participant's Normal
Retirement Date, the Participant's nonforfeitable Accrued Benefit shall be
actuarially reduced to adjust for the commencement of benefits before the
Participant's Normal Retirement Date.
(d) The Participant's Disability Retirement Pension shall be payable in the
form and manner more fully described in Section 5.06 below. In the event that
the Participant's Disability Retirement Pension is payable in a form other than
a single life annuity, such benefit shall be adjusted to the Actuarial
Equivalent of a single life annuity for the Participant.
(e) A Participant's rights to a Disability Retirement Pension pursuant to
this Section shall terminate or be suspended if the Participant's Disability
Retirement Benefit under the Pension Plan is terminated or suspended. If
entitlement to a Disability Retirement Pension ceases in accordance with the
provisions of this paragraph, the Participant shall not be
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prevented from qualifying for benefits under another section of the Plan based
on his/her Years of Benefit Service and Average Monthly Compensation credited
prior to his/her Disability Retirement Date; provided, however, that such
benefits payable under another section of the Plan shall be reduced by the
Actuarial Equivalent of the benefits received pursuant to paragraph (a) above.
SECTION 5.05. DEFERRED VESTED PENSION.
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(a) If a Participant's employment with the Employer terminates for any
reason other than retirement, death or disability, such former Participant shall
be entitled to a Deferred Vested Pension payable under this Plan.
(b) A former Participant's Deferred Vested Pension shall be equivalent to
the former Participant's nonforfeitable Accrued Benefit determined under the
provisions of Sections 4.02 and 4.04 as of the date of the former Participant's
termination of employment and expressed as a monthly benefit payable in the form
of a single life annuity.
(c) Payment of a former Participant's Deferred Vested Pension shall
commence as of the Annuity Starting Date for the former Participant's Normal
Retirement Benefit under the Pension Plan. In the exercise of its sole
discretion, the Retirement Committee may direct the earlier commencement of the
former Participant's Deferred Vested Pension. If the Annuity Starting Date for
the former Participant's Deferred Vested Pension precedes the former
Participant's Normal Retirement Date, the former Participant's nonforfeitable
Accrued Benefit shall be actuarially reduced to adjust for the commencement of
benefits before the former Participant's Normal Retirement Date.
(d) The Participant's Deferred Vesting Pension shall be payable in the form
and manner more fully described in Section 5.06 below. In the event that the
former Participant's Deferred Vested Pension is payable in a form other than a
single life annuity, such benefit shall be adjusted to the Actuarial Equivalent
of a single life annuity for the former Participant.
SECTION 5.06. DISTRIBUTION OF BENEFITS.
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(a) Subject to the provisions of paragraph (b), a Married Participant's
benefits under Sections 5.01 - 5.05 shall be paid
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in the form of a Joint and Survivor Annuity which is the Actuarial Equivalent of
a single life annuity for the Participant; an unmarried Participant's benefits
under Sections 5.01 - 5.05 shall be paid in the form of a single life annuity.
(b) Notwithstanding anything contained herein to the contrary, the
Retirement Committee shall have the right in its sole discretion to designate an
optional form of distribution for a Participant's benefits. The Committee may
direct that distribution of the Participant's benefits be made in a single sum
or in a form selected by the Committee from among any of the optional forms of
benefit payments available under the Pension Plan.
(c) The Retirement Committee shall be entitled to rely on the written
representation last filed with the Employer or the Retirement Committee by the
Participant prior to the Annuity Starting Date or date of death as to the
Participant's marital status. Such reliance shall include the right to deny
benefits to a person claiming to be the spouse of a Participant in contradiction
to the representation(s) made by the Participant. Any payments made in good
faith pursuant to the statements contained in an application or other request
for payments shall discharge all of the benefit obligations of the Employer to
the extent of such payments.
SECTION 5.07. SUSPENSION OF BENEFITS. In the event that a retired
------------------------
Participant who is receiving a Normal Retirement Pension, an Early Retirement
Pension or a Deferred Vested Pension returns to employment with the Employer so
that his/her retirement benefits under the Pension Plan are suspended as the
result of such reemployment, such retired Participant's benefit payments under
this Plan shall be likewise suspended. If benefit payments under this Plan have
been suspended, such payments shall resume when suspended benefits under the
Pension Plan resume.
SECTION 5.08. INCAPACITY/MINOR BENEFICIARIES.
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(a) If any person entitled to receive benefits shall be physically or
mentally incapable of receiving or acknowledging receipt of any payment of
benefits, the Retirement Committee, upon the receipt of satisfactory evidence
that (1) such incapacitated distributee is so incapacitated, (2) that another
person or institution is maintaining the distributee, and (3) that no guardian
or administrator has been appointed for the
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distributee, may cause the Employer to make payment of benefits hereunder to
such other person or institution so maintaining the distributee. Such payment
for the benefit of an incapacitated distributee shall fully discharge the
Employer from liability on account of any Accrued Benefit required to be
distributed to such incapacitated distributee.
(b) In the event a distribution is to be made to a minor Beneficiary, the
Retirement Committee shall direct that such distribution be paid to the legal
guardian, or if none, to a parent of such Beneficiary or a responsible adult
with whom the Beneficiary maintains his/her residence, or to the custodian for
such Beneficiary under the Uniform Transfers to Minors Act or similar law in the
state in which the minor Beneficiary resides. Such payment for the benefit of a
minor Beneficiary shall fully discharge the Employer from liability on account
of any Accrued Benefit required to be distributed to such minor Beneficiary.
SECTION 5.09. LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.
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In the event that all or any portion of a distribution payable to a
Participant or Beneficiary hereunder shall after five (5) years remain unpaid
solely by reason of the inability of the Retirement Committee, after sending a
registered letter, return receipt requested, to the last known address, and
further diligent effort, to ascertain the whereabouts of such Participant or
Beneficiary, the amount so distributable shall be forfeited and shall be used to
reduce the cost of the Plan. In the event a Participant or Beneficiary is
located subsequent to his/her benefit being forfeited, such benefit shall be
restored.
ARTICLE VI
DEATH BENEFITS
SECTION 6.01. SURVIVING SPOUSE'S PENSION.
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(a) The surviving Spouse of a Participant or former Participant who dies
before his/her Annuity Starting Date shall be entitled to a Surviving Spouse's
Pension payable under this Plan if such surviving Spouse will otherwise receive
a Pre- Retirement Survivor Annuity benefit under Section 6.02 of the
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Pension Plan as a result of the Participant's or former Participant's death.
(b) In the case of a Participant or former Participant who dies after the
Pension Plan's "earliest retirement age" as specified in Section 6.02 of the
Pension Plan, the Surviving Spouse's Pension shall be equivalent to the benefit
that would have been paid to the surviving Spouse under the Joint and Survivor
Annuity payable under this Plan if the Participant or former Participant had
retired with a Joint and Survivor Annuity on the date before his/her death. In
the case of any such Participant or former Participant who dies before his/her
Normal Retirement Date, such Joint and Survivor Annuity shall be actuarially
adjusted to reflect early commencement of benefits.
(c) In the case of a Participant or former Participant who dies on or
before the Pension Plan's "earliest retirement age" as specified in Section 6.02
of the Pension Plan, the Surviving Spouse's Pension shall be equivalent to the
benefit that would have been paid to the surviving Spouse under the Joint and
Survivor Annuity payable under the Plan if the Participant or former Participant
had separated from services at the earlier of the actual time of separation or
death, survived until the "earliest retirement age", retired at the time with a
Joint and Survivor Annuity, and died on the next day. Such Joint and Survivor
Annuity shall be actuarially adjusted to reflect early commencement of benefits.
(d) Payment of the Surviving Spouse's Pension shall commence as of the
Annuity Starting Date for the surviving spouse's Pre-Retirement Survivor Annuity
under the Pension Plan. In the case of the surviving Spouse or Participant or
former Participant who dies after attaining the "earliest retirement age" under
the Pension Plan, a Surviving Spouse's Pension which does not commence within a
reasonable time after the Participant's or former Participant's death shall be
actuarially adjusted to reflect delayed commencement of payments. In the case of
the surviving Spouse of a Participant or former Participant who dies on or
before attaining the "earliest retirement age" under the Pension Plan, a
Surviving Spouse's Pension which does not commence at the time when the
Participant or former Participant would have attained the "earliest retirement
age" under the Pension Plan shall be actuarially adjusted to reflect early or
delayed commencement of benefits.
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SECTION 6.02. PRE-RETIREMENT DEATH BENEFITS.
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(a) Upon the death of a Participant or former Participant before his/her
Annuity Starting Date, such Participant's or former Participant's
Beneficiary(ies) determined under the provisions of Section 6.03 shall be
entitled to a Pre-Retirement Death Benefit payable under this Plan within a
reasonable time after the Participant's or former Participant's death.
(b) The Pre-Retirement Death Benefit payable pursuant to paragraph (a)
above shall be a single sum which represents the Actuarial Equivalent of the
Participant's or former Participant's nonforfeitable Accrued Benefit at the date
of death, reduced by the Actuarial Equivalent of any Surviving Spouse's Pension
payable under Section 6.01 as the result of the Participant's or former
Participant's death.
(c) The Retirement Committee, in its sole discretion, may direct that
payment of the Pre-Retirement Death Benefit to any Beneficiary(ies) be made in
the form of a single life annuity which (in the aggregate, if applicable) is/are
the Actuarial Equivalent of the single sum form of benefit determined under
paragraph (b) above.
SECTION 6.03. BENEFICIARY DESIGNATIONS.
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(a) Each Participant may designate a Beneficiary or Beneficiaries (primary
and contingent) of the Participant's own choosing to receive any Pre-Retirement
Death Benefit payable under Section 6.02 of the Plan. A Participant or former
Participant may prospectively, at any relevant time, revoke such designation of
a Beneficiary or Beneficiaries or change a Beneficiary or Beneficiaries by
filing written notice of such revocation or change with the Retirement
Committee. Any such designation, revocation or change shall be made in a form
satisfactory to the Committee.
(b) Absent an effective designation of a Beneficiary, distributees shall be
designated by the Retirement Committee from among those persons who survive the
deceased Participant or former Participant in the following order: (1) spouse;
(2) children; (3) parents; (4) brothers and sisters; (5) estate of the decedent.
If more than one person qualifies as a member of a class of distributees
specified in the preceding sentence, distributions shall be made in equal shares
to all members of such class who survive the deceased Participant or former
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Participant and who are known to the Committee at the time of distribution.
ARTICLE VII
PLAN ADMINISTRATION
SECTION 7.01. PLAN ADMINISTRATOR. The Plan shall be administered by a
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Retirement Committee composed of such members as shall be appointed from time to
time by the Board of Directors. If the Board of Directors shall fail to make
such appointments, the Board of Directors shall serve as the Retirement
Committee. Any individual member of the Retirement Committee who is otherwise
eligible may participate in the Plan, but shall not be entitled to make
decisions with respect to his/her own participation and benefits under the Plan.
SECTION 7.02. POWERS AND DUTIES.
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(a) The Retirement Committee shall have the obligation, exclusive right and
absolute discretion to interpret and apply all terms of the Plan, and may
correct any defect, supply any omission or reconcile any inconsistency or
ambiguity in such manner as they deem advisable. They shall have full authority
and absolute discretion to make all factual and/or legal determinations
concerning eligibility and status of Employees and Participants, the right of
any person(s) to benefits and all other rights hereunder, and all other matters
concerning plan administration, operation and interpretation. Subject to the
review by the Board of Directors afforded under Section 7.03, all determinations
and actions of the Retirement Committee with respect to any matter relating to
the Plan shall be final, conclusive and binding upon all persons. It is intended
that any and all factual and/or legal constructions, interpretations,
conclusions and determinations adopted by the Retirement Committee in good faith
are to be accorded deference upon judicial or other review. Any powers to be
exercised by the Retirement Committee shall be exercised in a nondiscriminatory
manner, and they shall apply uniform administrative rules of general
applications in order to afford similar treatment to persons in similar
circumstances.
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(b) By way of example and not by way of limitation, the Retirement
Committee shall have the following specific powers and duties:
(1) To make rules and regulations for the administration and operation
of the Plan which are not inconsistent with the terms and provisions of this
document.
(2) To establish procedures for the processing of all claims for
benefits, including the promulgation of appropriate forms necessary for the
application for benefits.
(3) To determine all questions relating to the eligibility of
Participants and former Participants to receive benefits, and to determine the
service upon which the benefits of each Participant or former Participant shall
be based.
(4) To make all determinations and computations concerning the
benefits, credits and debits to which any Participant, former Participant,
Spouse, Beneficiary or other claimant may be entitled under the Plan.
(5) To delegate ministerial duties and to employ such outside
professionals as may be necessary or desirable for administration of the Plan.
(6) To enter into agreements on behalf of the Employer necessary to
implement the Plan.
SECTION 7.03. CLAIMS, APPEALS AND REVIEW PROCEDURE.
------------------------------------
(a) Claims for benefits under the Plan shall be filed with the Retirement
Committee. In most cases, written notice of the disposition of a Claim shall be
furnished to the claimant within 90 days after receipt of the claim. If special
circumstances require an extension of time for processing the claim, written
notice of the extension of time will be furnished to the claimant prior to the
termination of the initial 60 day period. In no event shall such extension
exceed the period of 90 days from the end of such initial review period. In the
case of a denial of the claimant's application, such written notice shall set
forth specific reasons for the denial. Pertinent provisions of the Plan shall be
cited, a description of any additional information or material necessary for
perfection of the claim will be given, and an explanation of the Plan's appeal
procedure will be provided.
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(b) A claimant who does not agree with the decision rendered by the
Retirement Committee with respect to his/her application, may request that the
application be given full and fair review by the Board of Directors. Such
request shall be made in writing within 90 days after the date the claimant
received notice of the decision with respect to the application. Such claimant
may review pertinent documents, submit issues and comments in writing in
connection with the request for review, and/or request a hearing before the
Board on his/her claim. The decision by the Board of Directors shall be made
promptly but no later than the date of the meeting of the Board which
immediately follows the Plan's receipt of a request for review, unless the
request for review is filed within the 30 days preceding the date of such
meeting. In such case, a decision shall be made no later than the date of the
second meeting following the Plan's receipt of the request for review. If
special circumstances (such as the need to hold a hearing) require a further
extension of time for processing, a decision shall be rendered not later than
the third meeting of the Board following the Plan's receipt of the request for
review. The decision on review shall be in writing and shall include specific
reasons for the decision. Furthermore, the decision shall be written in a manner
calculated to be understood by the claimant with specific reference, if
appropriate, to the pertinent Plan provisions upon which the decision is based.
If the decision on review is not furnished to the claimant in the appropriate
time, the claim shall be deemed denied on review.
SECTION 7.04. INFORMATION AND PROOF. Every Participant, former Participant,
---------------------
Spouse, Beneficiary or other claimant shall furnish, at the request of the
Retirement Committee or the Board of Directors, any evidence reasonably required
for the administration of the Plan or for the determination of any matter that
the Committee or the Board of Directors may legitimately have before them. The
Retirement Committee or the Board of Directors, as applicable, shall be the sole
judge of the standard of evidence required in any case. Failure to furnish
evidence on a timely basis, and in good faith, shall be sufficient reason for
the denial of immediate payments to a Participant, former Participant, Spouse,
Beneficiary or other claimant, or for the temporary suspension or discontinuance
of payments to such persons. The falsity of any statement material to an
application or the furnishing of fraudulent information or proof shall be
sufficient reason for the denial, suspension or discontinuance of payments under
this Plan and in any such case, the Retirement Committee shall have the right to
recover any determinable loss resulting from reliance thereon.
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SECTION 7.05. LIABILITY/INDEMNIFICATION.
-------------------------
(a) No member of the Board of Directors or of the Retirement Committee and
no officer, employee or agent of the Employer shall be personally liable to any
Employee, Participant, former Participant or any other person (other than the
Employer) for any action taken or omitted in connection with the administration
or operation of this Plan.
(b) To the fullest extent permitted by law, every such director, committee
member, officer, employee and agent ("Indemnitee") shall be entitled as of right
to be indemnified by the Employer against any liability and all expenses
actually and in good faith incurred or paid by such Indemnitee in connection
with any threatened, pending or completed claim, action, suit or investigative
("Action") in which such Indemnitee may be involved as a party, witness or
otherwise by reason of or arising out of such Indemnitee's service in connection
with the Plan; Provided However, that no such right of indemnification shall
exist for acts or omissions involving gross negligence or wilful misconduct, nor
shall any such right of indemnification exist in any Action by (but not in the
right of) the Employer against an Indemnitee unless such Indemnitee has been
successful on the merits or otherwise in defense of such Action, in which event
he/she shall be indemnified against expenses actually and reasonably incurred in
connection with such Action; and Further Provided, that no such right of
indemnification shall exist with respect to an Action brought by such Indemnitee
against any director, committee member, officer, employee or agent of the
Employer, or against the Employer (other than a successful Action to enforce a
right to indemnification under this Section 7.03). The right of indemnification
provided for in this paragraph shall not be deemed exclusive of any other
rights, whether now existing or hereafter created, to which any Indemnitee may
be entitled under any agreement, bylaw, charter provision, vote of shareholders
or directors or otherwise. The rights provided for in this paragraph may not be
amended or repealed so as to limit in any way the indemnification provided for
in this paragraph with respect to any acts or omissions occurring prior to the
adoption of any such amendment or repeal.
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ARTICLE VIII
AMENDMENT AND TERMINATION
SECTION 8.01. AMENDMENT AND TERMINATION.
-------------------------
(a) The Employer reserves the absolute right to amend or terminate the Plan
at any time. Any action to amend or terminate the Plan shall be by formal
resolution duly adopted by the Board of Directors.
(b) In the event of a complete or partial termination of the Plan, each
affected Participant shall be entitled to his/her Vested Benefits accrued
through the date of complete or partial termination of the Plan, subject in all
events to the provisions of Section 4.04(b). If any such complete or partial
termination coincides with a corresponding complete or partial termination of
the Pension Plan, the Accrued Benefit of each affected Participant shall become
fully vested and nonforfeitable, subject to the provisions of Section 4.04(b).
Upon complete or partial termination of the Plan, payment(s) of Vested Benefits
to the Participant or to his/her Spouse or Beneficiary(ies) shall be made or
shall commence at the time that payment of the Participant's Accrued Benefit
under the Pension Plan shall be made or shall commence.
(c) No amendment or termination shall adversely affect a benefit to which a
terminated or retired Participant or his/her Spouse or Beneficiary(ies) is
entitled under the Plan prior to the date of such amendment or termination
unless any such Participant, Spouse or Beneficiary becomes entitled to an amount
equal to such benefit under another plan or practice adopted by the Employer.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.01. PAYMENTS. The Employer will pay all benefits arising under
--------
this Plan and all costs, charges and expenses relating to the Plan.
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SECTION 9.02. STATUS OF THE PLAN. The benefits under this Plan shall not be
------------------
funded, but shall constitute liabilities of the Employer payable when due.
Nothing within or outside this Plan shall be construed as requiring or providing
for assets to be held in trust or escrow or any other form of asset segregation
for the benefit of any Participant or for any other person(s) to whom benefits
are to be paid pursuant to the terms of this Plan, a Participant's only interest
hereunder being the right to receive the benefits set forth in the Plan. To the
extent that a Participant or any other person(s) acquire a right to receive
benefits under this Plan, such right shall be no greater than the right of any
unsecured general creditor of the Employer.
SECTION 9.03. NONALIENATION OF RIGHTS AND BENEFITS. The benefits payable
-------------------------------------
under the Plan, or the right of any Participant, Spouse or Beneficiary to any
future benefit or payment under this Plan shall not be subject to anticipation,
alienation or assignment. If such Participant, Spouse, or Beneficiary shall
attempt to assign, transfer or dispose of such benefits or right, or should such
benefits or right be subjected to attachment, execution, garnishment,
sequestration or other legal, equitable, or other process, it shall ipso facto
pass to such one or more beneficiaries as may be appointed by the Retirement
Committee from among the Participant's designated Beneficiaries (if any) or the
spouse or ascendants or descendants of the Participant, Spouse or Beneficiary.
The Retirement Committee in its sole discretion may reappoint the Participant,
Spouse or Beneficiary to receive any payment thereafter becoming due either in
whole or in part. Any appointment made by the Retirement Committee under this
Section may be revoked by the Retirement Committee at any time, and further
appointment(s) may be made by the Retirement Committee.
SECTION 9.04. EMPLOYMENT RIGHTS NOT AFFECTED BY THE PLAN.
------------------------------------------
Participation in this Plan shall not give any right to any Employee to be
retained in the employ of the Employer nor shall it interfere with the right of
the Employer to discharge any Employee and to deal with him/her without regard
to the existence of this Plan and without regard to the effect that such
treatment might have upon him/her as a Participant in this Plan.
SECTION 9.05 APPLICABLE LAW. The Plan and all questions pertaining to the
---------------
construction, validity and effect of
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the Plan shall be governed by, construed and determined in accordance with the
laws of the United States and, to the extent not preempted by such federal laws,
by the laws of the Commonwealth of Pennsylvania.
SECTION 9.06. EFFECTIVE DATE. The provisions of this Plan shall be
---------------
effective on and after October 15, 1994.
IN WITNESS WHEREOF, the Employer has caused this Plan to be signed by its
duly authorized officers this 20th day of December, 1994.
ATTEST: IRWIN BANK & TRUST COMPANY
_____________________________ _________________________________
Secretary President
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