Exhibit 10.5
Fourth Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership
Plan
effective January 1, 2002.
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FOURTH AMENDMENT
TO
NBT BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
WHEREAS, NBT BANCORP INC. (the "Employer") sponsors and maintains the NBT
BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN (the "Plan") for the
benefit of certain of its employees; and
WHEREAS, Section 11.1 of the Plan authorizes the Employer to amend the
Plan; and
WHEREAS, the Employer desires to amend the Plan to reflect certain
provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA"). This amendment is intended as good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder. Except as otherwise provided, this amendment shall
be effective as of the first day of the first plan yeas beginning after December
31, 2001.
NOW THEREFORE, the Plan is amended, effective January 1, 2002 as follows:
1. Section 1.14 shall be amended to increase the Compensation Limit.
The annual compensation of each participant taken into account in
determining allocations for any plan year beginning after December 31,
2001, shall not exceed $200,000, as adjusted for cost-of-living increases
in accordance with Code Section 401(a)(17)(B). Annual compensation means
compensation during the plan year or such other consecutive 12-month period
over which compensation is otherwise determined under the plan (the
determination period). The cost-of-living adjustment in effect for a
calendar year applies to annual compensation for the determination period
that begins with or within such calendar year.
2. Section 4.9 shall be amended to change the limitations on contributions.
Except to the extent permitted under Section 7 of this amendment and Code
Section 414(v), if applicable, the annual addition
that may be contributed or allocated to a
participant's account under the plan for any
limitation year shall not exceed the lesser of:
(a) $40,000, as adjusted for increases in the cost-of-living under
Code Section 415(d), or
(b) 100 percent of the participant's compensation, within the meaning
of Code Section 415(c)(3), for the limitation year. The compensation
limit referred to in (b) shall not apply to any contribution for
medical benefits after separation from service (within the meaning of
Code Sections 401(h) or 419A(f)(2)), which is otherwise treated as an
annual addition.
3. Sections 4.2(e) and 9.2(b) shall be amended to change the suspension period
for elective deferrals following a hardship distribution from twelve months
to six months.
4. Section 10.12 shall be amended to change the definition of an eligible
rollover distribution.
For purposes of the direct rollover provisions under Section 10.12 of
the Plan, any amount distributed on account of hardship after December
31, 2001 shall not be an "Eligible Distribution" and therefore, the
distributee may not elect to have any portion of such a distribution
paid directly to an "Eligible Plan".
5. Section 8.1 shall be amended to change the involuntary cash-out rules.
For purposes of the involuntary cash-out provisions under Section 8.1,
in determining the value of a Participants or Former Participants
Combined Account, after December 31, 2001, the value shall be
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determined without regard to that portion of the account balance that
is attributable to rollover contributions (and earnings allocable
thereto) within the meaning of Code Sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). If the value of the
Participant's or Former Participant's account balance as so determined
is $5,000 or less, the plan shall immediately distribute the
Participant's or Former Participant's nonforfeitable account balance.
6. Section 4.2(a) shall be amended with regard to the maximum salary reduction
contributions.
No participant shall be permitted to have elective deferrals made
under this plan, or any other qualified plan maintained by the
Employer during any taxable year, in excess of the dollar limitation
contained in Code Section 402(g) in effect for such taxable year,
except to the extent permitted under Section 7 of this amendment and
Code Section 414(v), if applicable.
7. Section 4.2(j) shall be added to the Plan to deal with Catch-Up
Contributions.
All employees who are eligible to make elective deferrals under this
Plan and who have attained age fifty before the close of the plan year
effective January 1, 2002 shall be eligible to make catch-up
contributions in accordance with and subject to the limitations of,
Section 414(v) of the Code. Such catch-up contributions shall not be
taken into account for purposes of the provisions of the Plan
implementing the required limitations of Code Sections 402(g),
401(k)(3), 410(b), 415 and 416, as applicable, by reason of the making
of such catch-up contributions.
8. Section 4.4(o) shall be added to the Plan to deal with ESOP Dividend
Reinvestment.
Each Participant shall, upon first becoming eligible to participate in
the Plan pursuant to Sec.3.1, and on an annual basis thereafter, with
respect to the cash dividends on Company Stock held in his Company
Stock Account that are credited to his Other Investments Account in
accordance with Sec.4.4(c), have the option to:
(1) receive payments from the Plan of such cash dividends as soon as
administratively practicable following the crediting thereof, but
in no event later than 90 days following the close of the Plan
Year in which such cash dividends were credited to the
Participant's Other Investments Account; or
(2) have such cash dividends re-invested in his Company Stock Account
in the Plan as soon as administratively practicable following the
crediting thereof, but in no event later than the date such cash
dividends would have otherwise been paid as provided for in
paragraph (1) above, (the "default election").
Cash dividends re-invested in a Participant's Company Stock Account in
accordance with Sec.4.4(o)(2) above and Code Sec.404(k)(2)(A)(iii)(II)
shall not be treated as: (1) annual additions for purposes of Code
Sec.415; or (2) Elective Contributions for purposes of Code
Sec.401(k); or (3) Employee contributions for purposes of Code
Sec.401(m) and Article IV of the Plan.
The Plan Administrator shall institute and adopt such administrative
procedures pursuant to and in accordance with Sec.2.4, which shall be
applied in a uniform and nondiscriminatory manner, as necessary to
provide for Participant elections and the payment and re-investment of
cash dividends on Company Stock. Such procedures shall provide that:
(i) a Participant may only make one irrevocable election with
respect to the cash dividends to be credited to his Other
Investments Account in a given Plan Year, made prospectively
at the beginning of such Plan Year or upon first becoming
eligible to participate in the Plan; and
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(ii) a Participant's election shall remain in effect for all
subsequent Plan Years until the Participant makes a new
election or his entire Vested account balance is distributed
to him; and
(iii) if a Participant fails to make an election upon first
becoming eligible to participate in the Plan, or, if later,
the effective date of this provision, then he shall be
deemed to have elected to re-invest cash dividends as
provided for in paragraph (2) above, and such default
election shall remain in effect in accordance with paragraph
(ii) above.
Notwithstanding the above, for the Plan Year beginning January 1, 2001
and ending December 31, 2001, a Participant's election to receive or
re-invest cash dividends for such Plan Year as described herein shall
be made after December 31, 2001 and before March 31, 2002.
Furthermore, if a Participant elects to receive payment of such cash
dividends credited to his Other Investments Account for the 2001 Plan
Year in accordance with paragraph (1) above, a single sum payment of
all such dividends credited for the year shall be paid to the
Participant after December 31, 2001 and before March 31, 2002.
9. Section 8.16 shall be deleted in its entirety and Sections 8.17 through
8.19 shall be renumbered accordingly.
NBT BANCORP INC.
By: /s/ Jane Neal
Title: Executive Vice Pres.
Date: 12/13/2001
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