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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 20, 2006
WESTBANK CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 0-12784 04-2830731
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
225 Park Avenue, West Springfield, Massachusetts 01089
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (413) 747-1400
Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 20, 2006, the Board of Directors of Westbank (the "Bank"),
the wholly-owned subsidiary of Westbank Corporation, amended the Executive
Supplemental Retirement Plan Agreements previously entered into with each of
Donald R. Chase, Gary L. Briggs, John M. Lilly, Kathleen A. Jalbert, and Trenton
E. Taylor. The Board also amended the Director Supplemental Retirement Plan
Agreements previously entered into with each of Mark A. Beauregard, David
Chamberland, G. Wayne McCary, Robert J. Perlak, George R. Sullivan, James E.
Tremble as well as Roland O. Archambault and Ernest N. LaFlamme, Jr. These
amendments were made in order to comply with section 409A of the Internal
Revenue Code of 1986 and regulations or other guidance of the Internal Revenue
Service published thereunder (collectively, "Section 409A") and to provide for
individuals who have not yet attained normal retirement age under their
respective agreements to receive their benefits in lump sum upon a change of
control. Section 409A requires certain IRS restrictions on payment timing to
participants under these plans and the circumstances under which elections to
defer compensation or receive distributions of deferred compensation may be
made. A form of the Executive Supplemental Retirement Plan Agreement and of the
Director Supplemental Retirement Plan Agreement as originally entered into, but
not previously filed, are attached hereto as Exhibits 10.13 and 10.14,
respectively. The amendments to these plans are attached hereto as Exhibits
10.15, 10.16 and 10.17. Also attached hereto as Exhibit 10.18 is a form of the
Life Insurance Endorsement Method Split Dollar Plan Agreements, not previously
filed, which the Bank established in connection with the Executive and Director
Supplemental Retirement Plan Agreements.
Executive Supplemental Retirement Plan Agreements. These agreements are
designed to provide a retirement benefit at normal retirement age (age 65) equal
to seventy-five percent of the participant's compensation at retirement, less
certain amounts attributable to employer contributions made through Social
Security and defined contribution plans.
Director Supplemental Retirement Plan Agreements. These agreements are
designed to provide for post-retirement benefits to non-employee directors who
retire after reaching age (age 72)with seventy-five percent of the director's
final average compensation at retirement.
Life Insurance Endorsement Method Split Dollar Plan Agreements. These
agreements provide certain insurance benefits to each of Messrs. Chase, Briggs,
Lilly, Taylor and Ms. Jalbert.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) The following is filed with this Current Report on Form 8-K:
Exhibit No. Description
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10.13 Form of Executive Supplemental Retirement Plan Agreement
10.14 Form of Director Supplemental Retirement Plan Agreement
10.15 Form of Executive Supplemental Retirement Plan Amendment
10.16 Form of Director Supplemental Retirement Plan Amendment for
Retirement Age Directors
10.17 Form of Director Supplemental Retirement Plan Amendment for
Pre-retirement Age Directors
10.18 Form of Life Insurance Endorsement Method Split Dollar Plan
Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 27, 2006 WESTBANK CORPORATION
By : /s/ John M. Lilly
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Name : John M. Lilly
Title: Treasurer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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10.13 Form of Executive Supplemental Retirement Plan Agreement
10.14 Form of Director Supplemental Retirement Plan Agreement
10.15 Form of Executive Supplemental Retirement Plan Amendment
10.16 Form of Director Supplemental Retirement Plan Amendment for
Retirement Age Directors
10.17 Form of Director Supplemental Retirement Plan Amendment for
Pre-retirement Age Directors
10.18 Form of Life Insurance Endorsement Method Split Dollar Plan
Agreement