LAUREL CAPITAL GROUP, INC.
DEFERRED COMPENSATION PLAN
Whereas, certain of the management employees (the "Employees") of Laurel
Capital Group, Inc., a Pennsylvania
corporation (the "Company") and its
subsidiary, Laurel Savings Bank (the "Bank"), have contributed materially to the
growth, development and success of the Company and the Bank; and
Whereas, the Company and the Bank desire to recognize and reward said
contribution and to provide incentive to the Employees to continue in the
employment of the Bank; and
Whereas, effective as of December 29, 1994, the Company and the Bank have
established this Laurel Capital Group, Inc. Deferred Compensation Plan;
Now, Therefore, this Deferred Compensation Plan provides as follows:
1. Definitions. For purposes hereof, unless otherwise clearly apparent
from the context, the following phrases or terms shall have the following
a. "Agreement" shall mean the agreement entered into between the
Bank and each Employee selected to participate in the Plan and who does in fact
elect to participate, as represented by this Plan and each Plan Agreement.
b. "Beneficiary" shall mean those one or more persons designated
from time to time by the Participant in his Plan Agreement, and the amendments
thereto, who shall be entitled to receive payments hereunder in lieu of such
c. "Contingent Future Benefit" shall mean such amounts as have been
credited to a Participant's Deferred Compensation Account.
d. "Employee" shall mean any person employed by the Company or the
e. "Participant" shall mean those one or more Employees who have
been selected under the provisions of Section 2 to participate in the Plan and
who have executed an agreement to participate in the Plan, or the Beneficiaries
of a deceased Participant.
f. "Plan" shall mean the Laurel Capital Group, Inc. Deferred
Compensation Plan, which shall be evidenced by this instrument and by each Plan
g. "Plan Agreement" shall mean the form of written agreement,
attached hereto as Exhibit A, which is entered into by and between the Bank and
h. "Retirement" and "Retire" shall mean severance from employment
with the Bank or the Company at or after the attainment of sixty-two (62) years
i. "Spouse" shall mean the person to whom the Employee is lawfully
married as determined by the laws of Pennsylvania
at the time of the payment of
the benefits, if any, to a Participant.
2. Eligibility. Only those management Employees selected by the Bank, in
its sole discretion, shall be eligible to participate in this Plan. Upon
selection for participation, each Employee shall execute a written agreement to
participate in the Plan on a form prescribed by the Bank (hereinafter "the Plan
3. Benefits. The Bank shall from time to time, and in accordance with
elections made by each Participant on his individual Deferred Compensation Plan
Agreement, determine the time and manner of making distributions of Contingent
Future Benefits in case of the retirement, resignation, disability or death of a
Participant or in the event of an emergency or necessity affecting the personal
or family affairs of any Participant or Beneficiary of a deceased Participant by
such methods as it shall in its sole discretion find appropriate for providing
incentive to the Participants for their continued service to the Bank and/or the
Company. Commencement of distribution in each case may be deferred not beyond
one month after the retirement, disability, or death of a Participant, or, in
the case of the resignation of a Participant, not beyond one month after such
Participant reaches the age of sixty-two (62). In any of these events, the Bank
shall in its sole discretion determine whether the Contingent Future Benefits
shall be payable to the Participant or his Beneficiaries in a lump sum or in the
form of an annuity equal in value to such actuarial reserve as has been
accumulated in the Participant's Deferred Compensation Account.
a. The Bank shall establish an account for each Participant
(hereinafter the "Deferred Compensation Account") and shall deposit in said
account such amounts as the Bank in its sole discretion shall from time to time
determine to be appropriate, including amounts that compensate Participants for
reduced allocations to their accounts within the Bank's 401(k) Profit Sharing
Plan which result from the Participants' election to defer receipt of
compensation pursuant to this Plan. Nothing herein contained shall be construed
to deny the Bank the discretion to determine for each separate year the amount,
if any, to be credited to each Participant's account, nor shall the Plan be
construed to require the Bank to equalize contributions among Participants.
b. Each Participant may direct the Trustee of the Deferred
Compensation Trust established by the Bank, in writing on a form provided to him
by the Trustee, to invest the amounts credited to his Deferred Compensation
Account as of such date in the following:
(i) THE EMPLOYER STOCK ACCOUNT which shall be invested by the
Trustee in the publicly-traded common stock of Laurel Capital Group, Inc.
(ii) THE SCHWAB 1000 FUND which shall be invested by the Trustee in
the Schwab 1000 Fund which is designed to match the performance of the
1,000 largest public companies in the United States, measured by market
(iii) THE SCHWAB SHORT/INTERMEDIATE GOVERNMENT BOND FUND which shall
be invested by the Trustee in the Schwab Short/Intermediate Government
Bond Fund which is designed to invest in a short to intermediate-term
portfolio of government securities.
(iv) THE SCHWAB MONEY MARKET FUND which shall be invested by the
Trustee in the Schwab Money Market Fund which invests in money market
instruments that mature in 12 months or less and which are believed to
present minimal credit risk.
The Trustee shall carry out the Participants' directions as soon as practicable
after receiving such directions.
A Participant may, subject to the provisions of the applicable law and
regulations, direct that shares of common stock held in his Employer Stock
Account be sold and the proceeds be invested in any of the other funds by
submitting new directions to the Trustee no later than March 1, June 1,
September 1 or December 1, which shall be implemented on the last business day
of the March, June, September or December, respectively, which immediately
follows such election.
The Trustee shall invest in the Schwab Money Market Fund that part of each
Participant's Deferred Compensation Account and contributions over which a
Participant has the right to direct investment but over which the Participant
has not directed investment in accordance with this Section. Any cash dividends
paid with respect to shares of common stock of the Company which are held in a
Participant's account shall be invested by the Trustee in the Schwab Money
Market Fund. Any fees or other expenses incurred or assessed by the Trustee in
making directed investments under this Section, in excess of the normal fees or
expenses, shall be charged to the Participant's Deferred Compensation Account
for which such investment is made.
c. All amounts deposited in the Deferred Compensation Account
together with interest accrued or asset appreciation shall be the property of
the Bank and shall be considered part of the general assets of the Bank
exclusively and no person entitled to any payment hereunder shall have any
claim, right, security or other interest in the Deferred Compensation Account or
in any fund, trust, account, insurance contract or asset of the Bank.
5. Termination of Employment. Except as provided in Section 8 below, a
termination shall be treated as a resignation for the purposes of this Plan and
the benefits payable hereunder. However, neither the Plan nor Plan Agreement,
either singly or collectively, obligates the Bank to continue the employment of
a Participant as an executive or in any other capacity or limits the right of
the Bank or the Company at any time and for any reason to terminate a
Participant's employment. Termination of a Participant's employment with the
Bank or the Company for any reason, other than Retirement or death, shall
immediately terminate Participant's participation in the Plan and the Plan
Agreement and shall terminate all further obligations of either party to the
other, other than the Bank's and the Company's obligation to distribute the
Contingent Future Benefits, if any, which have been credited to a Participant's
account pursuant to Section 4. In no event shall the Plan or the Plan Agreement,
either singly or collectively, by their terms or implications constitute an
employment contract of any nature whatsoever between the Bank and/or the Company
and a Participant.
6. Other Benefits and Agreements. The benefits provided for a Participant
and/or his Beneficiaries under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Bank or any employer and the Plan shall supplement and shall not supersede,
modify or amend any other such plan or program except as may otherwise be
expressly provided. Benefits under the Plan shall not be considered compensation
for the purpose of computing contributions or benefits under any plan maintained
by the Bank or the Company which is qualified as tax exempt under the Internal
Revenue Code of 1986, as amended.
7. Restrictions on Alienation of Benefits. No right or benefit under the
Plan or a Plan Agreement shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be void. No
right or benefit hereunder shall in any manner be liable for or subject to the
debts, contracts, liabilities, or torts of the person entitled to such benefit.
8. Termination of Benefits. Notwithstanding anything herein contained to
the contrary, no payment of any then unpaid retirement or death benefit herein
provided shall be made, and all rights under the Plan and the Plan Agreement of
the Participant, his surviving Beneficiary, executors or administrators, or any
other person, to receive benefits shall be forfeited if it is determined that
the Participant has engaged in any substantial misconduct, or if the Participant
has been convicted of a felony which misconduct or conviction has a significant
adverse effect on the Company or the Bank.
a. The Plan shall be binding upon the Company and the Bank and their
successors and assigns, and upon a Participant, his Beneficiaries, assigns,
heirs, executors and administrators.
b. The Plan and Plan Agreement shall be governed by and construed
under the laws of the Commonwealth of Pennsylvania
, as in effect at the time of
their adoption and execution, respectively.
c. The Bank and the Company shall have the full power and authority
to interpret, construe and administer this Agreement. The Bank's and the
Company's interpretations and construction thereof, and actions thereunder,
including the making of any contributions to and the valuation of the Deferred
Compensation Account, or the amount and recipient of the payments to be made
therefrom, shall be binding and conclusive on all persons for all purposes.
d. If the Bank or the Company shall find that any person to whom any
payment is payable under this Plan is unable to care for his affairs because of
illness or accident, or is a minor, any payment due (unless a prior claim
therefor shall have been made by a duly appointed guardian, committee or other
legal representative) may be paid to the Spouse, a child, a parent, or a brother
or sister, or to any person deemed by the Bank and the Company to have incurred
expense for such person who is otherwise entitled to have payment, in such
manner and proportions as the Bank and the Company may determine. Any such
payment shall be complete discharge of the liabilities of the Bank and the
Company under this Agreement.
LAUREL CAPITAL GROUP, INC.
LAUREL SAVINGS BANK