EXHIBIT 4.9
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AMENDMENT NO. 6 TO THE
XXXXXXX BANK EMPLOYEE INVESTMENT PLAN
The Xxxxxxx Bank Employee Investment Plan, as amended and
restated on October 22, 2001, is hereby amended as follows:
(1) Effective as of December 31, 2002, Item 19 of the Adoption
Agreement is deleted and the following is substituted in lieu thereof:
19. VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))
Vesting for Employer Contributions (except as otherwise
elected in j.-q. below for matching contributions). The
vesting schedule, based on a Participant's Years of Service
(or Periods of Service if the Elapsed Time Method is elected),
shall be as follows:
a. [ ] 100% upon entering Plan. (Required if eligibility
requirement is greater than one (1) Year of Service or
Period of Service.)
b. [ ] 3 Year Xxxxx: c. [ ] 5 Year Cliff:
0-2 years 0% 0-4 years 0%
3 years 100% 5 years 100%
d. [ ] 6 Year Graded: e. [ ] 4 Year Graded:
0-1 year 0% 1 year 25%
2 years 20% 2 years 50%
3 years 40% 3 years 75%
4 years 60% 4 years 100%
5 years 80%
6 years 100%
f. [ ] 5 Year Graded: g. [ ] 7 Year Graded:
1 year 20% 0-2 years 0%
2 years 40% 3 years 20%
3 years 60% 4 years 40%
4 years 80% 5 years 60%
5 years 100% 6 years 80%
7 years 100%
h. [X] Other - Must be at least as liberal as either c. or g.
above:
0-1 year 0%
2 years 33-1/3%
3 years 66-2/3%
4 years 100%
Notwithstanding anything else herein to the contrary, with
respect to any Participant who has three or more Years of
Service on December 30, 2002, the 100% full and immediate
vesting schedule set forth in Item 19.a shall apply in lieu of
the vesting schedule set forth in Item 19.h.
VESTING FOR EMPLOYER MATCHING CONTRIBUTIONS
The vesting schedule for Employer matching contributions,
based on a Participant's Years of Service (or Periods of
Service if the Elapsed Time Method is elected) shall be as
follows:
i. [ ] N/A. There are no matching contributions subject to a
vesting schedule OR the schedule in a.-h. above shall
also apply to matching contributions.
j. [X] 100% upon entering Plan. (Required if eligibility
requirement is greater than one (1) Year of Service or
Period of Service.)
k. [ ] 3 Year Cliff.
l. [ ] 5 Year Cliff.
m. [ ] 6 Year Graded.
n. [ ] 4 Year Graded.
o. [ ] 5 Year Graded.
p. [ ] 7 Year Graded.
q. [ ] Other - Must be at least as liberal as either l. or p.
above.
Service Percentage
___ ____
___ ____
___ ____
___ ____
___ ____
___ ____
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(2) Effective as of December 31, 2002, Item 23 of the Adoption
Agreement is deleted and the following is substituted in lieu thereof:
23. VESTING FOR DEATH AND TOTAL AND PERMANENT DISABILITY
Regardless of the vesting schedule, Participants shall become
fully Vested upon (select a. or all that apply of b. and c.)
a. [ ] N/A. Apply vesting schedule, or all contributions to
the Plan are fully Vested.
b. [X] Death.
c. [X] Total and Permanent Disability.
(3) Effective as of December 31, 2002, Item 24 of the Adoption
Agreement is deleted and the following is substituted in lieu thereof:
24. NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.45) means the:
a. [X] date of a Participant's 65th birthday (not to exceed
65th)
b. [ ] later of a Participant's ____ birthday (not to exceed
65th) or the ____ (not to exceed 5th) anniversary of
the first day of the Plan Year in which participation
in the Plan commenced.
(4) Effective as of December 31, 2001, Item 35 of the Adoption
Agreement is deleted and the following is substituted in lieu thereof:
35. REQUIREMENTS TO SHARE IN ALLOCATIONS OF EMPLOYER DISCRETIONARY
PROFIT SHARING CONTRIBUTION, QUALIFIED NON-ELECTIVE
CONTRIBUTIONS (other than Qualified Non-Elective Contributions
under Plan Sections 12.5(c) and 12.7(g)) AND FORFEITURES
a. [ ] N/A. Plan does not permit such contributions.
b. [X] Requirements for Participants who are actively employed
at the end of the Plan Year.
1. [ ] No service requirement.
2. [ ] A Participant must complete a Year of Service
(or Period of Service if the Elapsed Time Method
is elected). (Could cause Plan to violate
coverage requirements under Code Section
410(b).)
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3. [X] A Participant must complete at least 1,000 (may
not be more than 1,000) Hours of Service during
the Plan Year. (Could cause Plan to violate
coverage requirements under Code Section
410(b).)
4. [X] On the last day of the Plan Year, a Participant
may not be employed as a senior vice president
or above of the Employer or any Affiliated
Employer.
REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT
THE END OF THE PLAN YEAR (except as otherwise provided in g.
through i. below).
c. [ ] A Participant must complete more than ___ Hours of
Service (not more than 500) (or ___ months of service
(not more than three (3)) if the Elapsed Time Method is
elected).
d. [ ] A Participant must complete a Year of Service (or
Period of Service if the Elapsed Time Method is
elected). (Could cause Plan to violate coverage
requirements under Code Section 410(b).)
e. [X] Participants will NOT share in such allocations,
regardless of service. (Could cause Plan to violate
coverage requirements under Code Section 410(b).)
f. [ ] Participants will share in such allocations, regardless
of service.
PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE
PLAN YEAR DUE TO THE FOLLOWING AND WHO ARE NOT EMPLOYED AS A
SENIOR VICE PRESIDENT OR ABOVE OF THE EMPLOYER OR ANY
AFFILIATED EMPLOYER ON THE DATE OF THEIR TERMINATION OF
EMPLOYMENT will be eligible to share in the allocations
regardless of the above conditions (select all that apply):
g. [X] Death.
h. [X] Total and Permanent Disability.
i. [X] Normal Retirement.
AND, if 35.b.2, b.3, d. or e. is selected, shall the 410(b)
ratio percentage fail safe provisions apply (Plan Section
12.3(f))?
j. [ ] No or N/A.
k. [X] Yes. (If selected, the Plan must satisfy the ratio
percentage test of Code Section 410(b). In order to
receive an allocation pursuant to Section 12.3(f), an
"includible" Non-Highly Compensated Employee must not
be employed as a senior vice president or above of the
Employer or any Affiliated Employer on the last day of
the Plan Year (or, if earlier, on the date of his or
her termination of employment).)
(5) Effective as of December 31, 2002, Item 36 of the
Adoption Agreement is deleted and the following is substituted in lieu thereof:
36. FORFEITURES (Plan Sections 1.27 and 4.3(e))
Except as provided in Plan Section 1.27, a Forfeiture will
occur (if no election is made, a. will apply):
a. [X] as of the earlier of (1) the last day of the Plan Year
in which the Former Participant incurs five (5)
consecutive 1-Year Breaks in Service, or (2) the
distribution of the entire Vested portion of the
Participant's Account.
b. [ ] as of the last day of the Plan Year in which the Former
Participant incurs five (5) consecutive 1-Year Breaks
in Service.
Will Forfeitures first be used to pay any administrative
expenses?
c. [X] Yes.
d. [ ] No.
AND, EXCEPT as otherwise provided below with respect to
Forfeitures attributable to matching contributions, any
remaining Forfeitures will be...
e. [ ] added to any Employer discretionary contribution.
f. [X] used to reduce any Employer contribution.
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g. [ ] added to any Employer matching contribution and
allocated as an additional matching contribution.
h. [ ] allocated to all Participants eligible to share in the
allocations in the same proportion that each
Participant's Compensation for the Plan Year bears to
the Compensation of all Participants for such year.
FORFEITURES OF MATCHING CONTRIBUTIONS WILL BE...
i. [X] N/A. Same as above or no matching contributions.
j. [ ] used to reduce the Employer's matching contribution.
k. [ ] added to any Employer matching contribution and
allocated as an additional matching contribution.
l. [ ] added to any Employer discretionary profit sharing
contribution.
m. [ ] allocated to all Participants eligible to share in the
matching allocations (regardless of whether a
Participant elected any salary reductions) in
proportion to each such Participant's Compensation for
the year.
n. [ ] allocated to all Non-Highly Compensated Employees
eligible to share in the matching allocations
(regardless of whether a Participant elected any salary
reductions) in proportion to each such Participant's
Compensation for the year.
(6) Effective as of December 31, 2001, Item 37 of the
Adoption Agreement is deleted and the following is substituted in lieu thereof:
37. ALLOCATIONS OF EARNINGS (Plan Section 4.3(c))
Allocations of earnings with respect to amounts which are not
subject to Participant directed investments and which are
contributed to the Plan after the previous Valuation Date will
be determined...
a. [ ] N/A. All assets in the Plan are subject to Participant
investment direction.
b. [ ] by using a weighted average based on the amount of time
that has passed between the date a contribution or
distribution was made and the date of the prior
Valuation Date.
c. [ ] by treating one-half of all such contributions as being
a part of the Participant's nonsegregated account
balance as of the previous Valuation Date.
d. [X] by using the method specified in Plan Section 4.3(c)
(balance forward method).
e. [ ] other: ________________________________________________
(must be a definite predetermined formula that is not
based on Compensation and that satisfies the
nondiscrimination requirements of Regulation Section
1.401(a)(4)-4 and is applied uniformly to all
Participants).
(7) Effective as of December 31, 2001, Item 51 of the Adoption
Agreement is deleted and the following is substituted in lieu thereof:
51. DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.10)
a. [ ] Participant directed investments are not permitted.
b. [X] Participant directed investments are permitted for the
following accounts (select all that apply):
1. [ ] All accounts.
2. [X] Participant's Elective Deferral Account.
3. [X] Qualified Matching Contribution Account and/or
portion of Participant's Account attributable to
Employer matching contributions.
4. [X] Participant's Profit Sharing Account; provided,
however, that Participant directed investments
are permitted during a Plan Year with respect to
a Participant's Profit Sharing Account only if
the Participant is 100% vested in his or her
Profit Sharing Account as of the first day of
the Plan Year. If a Participant is not 100%
vested in his or her Profit Sharing Account as
of the first day of the Plan Year, the
Participant's Profit Sharing Account shall be
invested during the Plan Year in a fund
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consisting primarily of shares of Xxxxxxx
Financial Corporation common stock.
5. [X] Qualified Non-Elective Contribution Account.
6. [X] Participant's Rollover Account.
7. [X] Participant's Transfer Account.
8. [ ] Participant's Voluntary Contribution Account.
9. [ ] Other: _________________________________________
AND, is it intended that the Plan comply with Act Section
404(c) with respect to the accounts subject to Participant
investment direction?
c. [ ] No.
d. [X] Yes.
AND, will voting rights on directed investments be
passed through to Participants?
e. [ ] No. Employer stock is not an alternative OR Plan is not
intended to comply with Act Section 404(c).
f. [X] Yes, for Employer stock only.
g. [ ] Yes, for all investments.
(8) All section numbers and cross references thereto are
appropriately amended to effectuate the intention of the foregoing amendments.
Dated at Waterbury, Connecticut this 16th day of December,
2002.
ATTEST: XXXXXXX BANK
/s/ Xxxxxxx Xxxxxxx Xxxxx By /s/ Xxxxx X. Xxxxx
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Its Secretary Its Chairman and Chief Executive Officer
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