New York
|
|
22-2448962
|
||
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
||
250 GLEN STREET, GLENS FALLS, NEW YORK 12801
|
||||
(Address of principal executive offices) (Zip Code)
|
||||
Registrant’s telephone number, including area code: (518) 745-1000
|
Large accelerated filer
|
Accelerated filer
x
|
Non-accelerated filer
|
Smaller reporting company
|
Class
|
|
Outstanding as of October 31, 2014
|
Common Stock, par value $1.00 per share
|
|
12,607,102
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
|
|||||||||||
|
September 30, 2014
|
|
December 31, 2013
|
|
September 30, 2013
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Cash and Due From Banks
|
$
|
46,771
|
|
|
$
|
37,275
|
|
|
$
|
47,513
|
|
Interest-Bearing Deposits at Banks
|
17,893
|
|
|
12,705
|
|
|
24,539
|
|
|||
Investment Securities:
|
|
|
|
|
|
||||||
Available-for-Sale
|
374,335
|
|
|
457,606
|
|
|
486,888
|
|
|||
Held-to-Maturity (Approximate Fair Value of $302,567 at September 30, 2014; $302,305 at December 31, 2013; and $278,390 at September 30, 2013)
|
296,522
|
|
|
299,261
|
|
|
273,626
|
|
|||
Federal Home Loan Bank and Federal Reserve Bank Stock
|
3,001
|
|
|
6,281
|
|
|
3,896
|
|
|||
Loans
|
1,381,440
|
|
|
1,266,472
|
|
|
1,243,370
|
|
|||
Allowance for Loan Losses
|
(15,293
|
)
|
|
(14,434
|
)
|
|
(14,584
|
)
|
|||
Net Loans
|
1,366,147
|
|
|
1,252,038
|
|
|
1,228,786
|
|
|||
Premises and Equipment, Net
|
28,206
|
|
|
29,154
|
|
|
29,386
|
|
|||
Goodwill
|
22,003
|
|
|
22,003
|
|
|
22,003
|
|
|||
Other Intangible Assets, Net
|
3,744
|
|
|
4,140
|
|
|
4,270
|
|
|||
Other Assets
|
50,123
|
|
|
43,235
|
|
|
35,951
|
|
|||
Total Assets
|
$
|
2,208,745
|
|
|
$
|
2,163,698
|
|
|
$
|
2,156,858
|
|
LIABILITIES
|
|
|
|
|
|
||||||
Noninterest-Bearing Deposits
|
$
|
296,384
|
|
|
$
|
278,958
|
|
|
$
|
280,326
|
|
NOW Accounts
|
887,865
|
|
|
817,366
|
|
|
839,213
|
|
|||
Savings Deposits
|
524,906
|
|
|
498,779
|
|
|
516,010
|
|
|||
Time Deposits of $100,000 or More
|
69,797
|
|
|
78,928
|
|
|
83,702
|
|
|||
Other Time Deposits
|
156,404
|
|
|
168,299
|
|
|
176,124
|
|
|||
Total Deposits
|
1,935,356
|
|
|
1,842,330
|
|
|
1,895,375
|
|
|||
Federal Funds Purchased and
Securities Sold Under Agreements to Repurchase
|
19,654
|
|
|
11,777
|
|
|
15,977
|
|
|||
Federal Home Loan Bank Overnight Advances
|
—
|
|
|
53,000
|
|
|
—
|
|
|||
Federal Home Loan Bank Term Advances
|
10,000
|
|
|
20,000
|
|
|
20,000
|
|
|||
Junior Subordinated Obligations Issued to Unconsolidated Subsidiary Trusts
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|||
Other Liabilities
|
23,646
|
|
|
24,437
|
|
|
22,823
|
|
|||
Total Liabilities
|
2,008,656
|
|
|
1,971,544
|
|
|
1,974,175
|
|
|||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Preferred Stock, $5 Par Value; 1,000,000 Shares Authorized
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common Stock, $1 Par Value; 20,000,000 Shares Authorized (17,079,376 Shares Issued at September 30, 2014, and 16,744,486 Shares Issued at December 31, 2013 and September 30, 2013)
|
17,079
|
|
|
16,744
|
|
|
16,744
|
|
|||
Additional Paid-in Capital
|
239,247
|
|
|
229,290
|
|
|
228,622
|
|
|||
Retained Earnings
|
26,240
|
|
|
27,457
|
|
|
24,755
|
|
|||
Unallocated ESOP Shares (71,740 Shares at September 30, 2014, and 87,641 Shares at December 31, 2013 and September 30, 2013)
|
(1,450
|
)
|
|
(1,800
|
)
|
|
(1,800
|
)
|
|||
Accumulated Other Comprehensive Loss
|
(4,284
|
)
|
|
(4,373
|
)
|
|
(10,293
|
)
|
|||
Treasury Stock, at Cost (4,402,932 Shares at September 30, 2014; 4,296,723 Shares at December 31, 2013; and 4,327,741 Shares at September 30, 2013)
|
(76,743
|
)
|
|
(75,164
|
)
|
|
(75,345
|
)
|
|||
Total Stockholders’ Equity
|
200,089
|
|
|
192,154
|
|
|
182,683
|
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
2,208,745
|
|
|
$
|
2,163,698
|
|
|
$
|
2,156,858
|
|
ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
(Unaudited)
|
|||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
INTEREST AND DIVIDEND INCOME
|
|
|
|
|
|
|
|
||||||||
Interest and Fees on Loans
|
$
|
13,460
|
|
|
$
|
12,846
|
|
|
$
|
39,436
|
|
|
$
|
38,279
|
|
Interest on Deposits at Banks
|
12
|
|
|
11
|
|
|
41
|
|
|
57
|
|
||||
Interest and Dividends on Investment Securities:
|
|
|
|
|
|
|
|
||||||||
Fully Taxable
|
1,919
|
|
|
1,556
|
|
|
5,968
|
|
|
4,991
|
|
||||
Exempt from Federal Taxes
|
1,369
|
|
|
1,461
|
|
|
4,276
|
|
|
4,352
|
|
||||
Total Interest and Dividend Income
|
16,760
|
|
|
15,874
|
|
|
49,721
|
|
|
47,679
|
|
||||
INTEREST EXPENSE
|
|
|
|
|
|
|
|
||||||||
NOW Accounts
|
386
|
|
|
423
|
|
|
1,345
|
|
|
1,987
|
|
||||
Savings Deposits
|
218
|
|
|
240
|
|
|
663
|
|
|
785
|
|
||||
Time Deposits of $100,000 or More
|
195
|
|
|
297
|
|
|
626
|
|
|
921
|
|
||||
Other Time Deposits
|
335
|
|
|
470
|
|
|
1,085
|
|
|
1,529
|
|
||||
Federal Funds Purchased and
Securities Sold Under Agreements to Repurchase
|
6
|
|
|
5
|
|
|
15
|
|
|
14
|
|
||||
Federal Home Loan Bank Advances
|
115
|
|
|
167
|
|
|
387
|
|
|
539
|
|
||||
Junior Subordinated Obligations Issued to
Unconsolidated Subsidiary Trusts
|
144
|
|
|
145
|
|
|
427
|
|
|
434
|
|
||||
Total Interest Expense
|
1,399
|
|
|
1,747
|
|
|
4,548
|
|
|
6,209
|
|
||||
NET INTEREST INCOME
|
15,361
|
|
|
14,127
|
|
|
45,173
|
|
|
41,470
|
|
||||
Provision for Loan Losses
|
444
|
|
|
—
|
|
|
1,407
|
|
|
200
|
|
||||
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES
|
14,917
|
|
|
14,127
|
|
|
43,766
|
|
|
41,270
|
|
||||
NONINTEREST INCOME
|
|
|
|
|
|
|
|
||||||||
Income From Fiduciary Activities
|
1,861
|
|
|
1,688
|
|
|
5,640
|
|
|
5,020
|
|
||||
Fees for Other Services to Customers
|
2,353
|
|
|
2,403
|
|
|
6,924
|
|
|
7,056
|
|
||||
Insurance Commissions
|
2,451
|
|
|
2,404
|
|
|
7,188
|
|
|
6,608
|
|
||||
Net Gain on Securities Transactions
|
137
|
|
|
—
|
|
|
110
|
|
|
540
|
|
||||
Net Gain on Sales of Loans
|
213
|
|
|
166
|
|
|
502
|
|
|
1,271
|
|
||||
Other Operating Income
|
336
|
|
|
278
|
|
|
892
|
|
|
689
|
|
||||
Total Noninterest Income
|
7,351
|
|
|
6,939
|
|
|
21,256
|
|
|
21,184
|
|
||||
NONINTEREST EXPENSE
|
|
|
|
|
|
|
|
||||||||
Salaries and Employee Benefits
|
7,781
|
|
|
7,856
|
|
|
23,303
|
|
|
23,114
|
|
||||
Occupancy Expenses, Net
|
2,266
|
|
|
1,882
|
|
|
6,923
|
|
|
6,277
|
|
||||
FDIC Assessments
|
273
|
|
|
269
|
|
|
828
|
|
|
800
|
|
||||
Other Operating Expense
|
3,206
|
|
|
3,126
|
|
|
9,675
|
|
|
9,627
|
|
||||
Total Noninterest Expense
|
13,526
|
|
|
13,133
|
|
|
40,729
|
|
|
39,818
|
|
||||
INCOME BEFORE PROVISION FOR INCOME TAXES
|
8,742
|
|
|
7,933
|
|
|
24,293
|
|
|
22,636
|
|
||||
Provision for Income Taxes
|
2,595
|
|
|
2,310
|
|
|
7,302
|
|
|
6,625
|
|
||||
NET INCOME
|
$
|
6,147
|
|
|
$
|
5,623
|
|
|
$
|
16,991
|
|
|
$
|
16,011
|
|
Average Shares Outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
12,606
|
|
|
12,555
|
|
|
12,601
|
|
|
12,527
|
|
||||
Diluted
|
12,621
|
|
|
12,591
|
|
|
12,613
|
|
|
12,548
|
|
||||
Per Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic Earnings
|
$
|
0.49
|
|
|
$
|
0.45
|
|
|
$
|
1.35
|
|
|
$
|
1.28
|
|
Diluted Earnings
|
0.49
|
|
|
0.45
|
|
|
1.35
|
|
|
1.28
|
|
ARROW FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)
|
|||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net Income
|
$
|
6,147
|
|
|
$
|
5,623
|
|
|
$
|
16,991
|
|
|
$
|
16,011
|
|
Other Comprehensive Income, Net of Tax:
|
|
|
|
|
|
|
|
||||||||
Net Unrealized Securities Holding (Losses) Gains
Arising During the Period
|
(770
|
)
|
|
1,210
|
|
|
(15
|
)
|
|
(2,213
|
)
|
||||
Reclassification Adjustment for Securities Losses
(Gains) Included in Net Income
|
(82
|
)
|
|
—
|
|
|
(66
|
)
|
|
(326
|
)
|
||||
Amortization of Net Retirement Plan Actuarial Loss
|
70
|
|
|
235
|
|
|
209
|
|
|
707
|
|
||||
(Accretion) Amortization of Net Retirement Plan Prior
Service Credit
|
(13
|
)
|
|
1
|
|
|
(39
|
)
|
|
1
|
|
||||
Other Comprehensive Income (Loss)
|
(795
|
)
|
|
1,446
|
|
|
89
|
|
|
(1,831
|
)
|
||||
Comprehensive Income
|
$
|
5,352
|
|
|
$
|
7,069
|
|
|
$
|
17,080
|
|
|
$
|
14,180
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Unallo-cated ESOP
Shares
|
|
Accumu-lated
Other Com-
prehensive
Loss
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||
Balance at December 31, 2013
|
$
|
16,744
|
|
|
$
|
229,290
|
|
|
$
|
27,457
|
|
|
$
|
(1,800
|
)
|
|
$
|
(4,373
|
)
|
|
$
|
(75,164
|
)
|
|
$
|
192,154
|
|
Net Income
|
—
|
|
|
—
|
|
|
16,991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,991
|
|
|||||||
Other Comprehensive (Loss) Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|||||||
2% Stock Dividend (334,890 Shares)
|
335
|
|
|
8,617
|
|
|
(8,952
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash Dividends Paid, $.74 per Share
1
|
—
|
|
|
—
|
|
|
(9,256
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,256
|
)
|
|||||||
Stock Options Exercised, Net (45,194 Shares)
|
—
|
|
|
619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
444
|
|
|
1,063
|
|
|||||||
Shares Issued Under the Directors’ Stock
Plan (3,872 Shares)
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
101
|
|
|||||||
Shares Issued Under the Employee Stock
Purchase Plan (14,172 Shares)
|
—
|
|
|
212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|
351
|
|
|||||||
Stock-Based Compensation Expense
|
—
|
|
|
270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270
|
|
|||||||
Tax Benefit for Disposition of Stock Options
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||||
Purchase of Treasury Stock
(86,710 Shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,235
|
)
|
|
(2,235
|
)
|
|||||||
Acquisition of Subsidiaries (3,595 Shares)
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
91
|
|
|||||||
Allocation of ESOP Stock (17,308 Shares)
|
—
|
|
|
98
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
448
|
|
|||||||
Balance at September 30, 2014
|
$
|
17,079
|
|
|
$
|
239,247
|
|
|
$
|
26,240
|
|
|
$
|
(1,450
|
)
|
|
$
|
(4,284
|
)
|
|
$
|
(76,743
|
)
|
|
$
|
200,089
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2012
|
$
|
16,416
|
|
|
$
|
218,650
|
|
|
$
|
26,251
|
|
|
$
|
(2,150
|
)
|
|
$
|
(8,462
|
)
|
|
$
|
(74,880
|
)
|
|
$
|
175,825
|
|
Net Income
|
—
|
|
|
—
|
|
|
16,011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,011
|
|
|||||||
Other Comprehensive (Loss) Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,831
|
)
|
|
—
|
|
|
(1,831
|
)
|
|||||||
2% Stock Dividend (328,323 Shares)
|
328
|
|
|
8,152
|
|
|
(8,480
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash Dividends Paid, $.72 per Share
1
|
—
|
|
|
—
|
|
|
(9,027
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,027
|
)
|
|||||||
Stock Options Exercised, Net (44,849 Shares)
|
—
|
|
|
524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
441
|
|
|
965
|
|
|||||||
Shares Issued Under the Directors’ Stock
Plan (4,255 Shares)
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
106
|
|
|||||||
Shares Issued Under the Employee Stock
Purchase Plan (14,668 Shares)
|
—
|
|
|
204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|
348
|
|
|||||||
Shares Issued for Dividend
Reinvestment Plans (33,539 Shares)
|
—
|
|
|
525
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
326
|
|
|
851
|
|
|||||||
Stock-Based Compensation Expense
|
—
|
|
|
281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
281
|
|
|||||||
Tax Benefit for Disposition of Stock Options
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||||
Purchase of Treasury Stock
(61,075 Shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,512
|
)
|
|
(1,512
|
)
|
|||||||
Acquisition of Subsidiaries (9,503 Shares)
|
—
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
233
|
|
|||||||
Allocation of ESOP Stock (16,969 Shares)
|
—
|
|
|
66
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
416
|
|
|||||||
Balance at September 30, 2013
|
$
|
16,744
|
|
|
$
|
228,622
|
|
|
$
|
24,755
|
|
|
$
|
(1,800
|
)
|
|
$
|
(10,293
|
)
|
|
$
|
(75,345
|
)
|
|
$
|
182,683
|
|
|
Nine Months Ended September 30,
|
||||||
Cash Flows from Operating Activities:
|
2014
|
|
2013
|
||||
Net Income
|
$
|
16,991
|
|
|
$
|
16,011
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
|
|
|
|
||||
Provision for Loan Losses
|
1,407
|
|
|
200
|
|
||
Depreciation and Amortization
|
5,622
|
|
|
6,908
|
|
||
Allocation of ESOP Stock
|
448
|
|
|
416
|
|
||
Gains on the Sale of Securities Available-for-Sale
|
(137
|
)
|
|
(527
|
)
|
||
Gains on the Sale of Securities Held-to-Maturity
|
—
|
|
|
(18
|
)
|
||
Losses on the Sale of Securities Held-to-Maturity
|
—
|
|
|
5
|
|
||
Losses on the Sale of Securities Available-for-Sale
|
27
|
|
|
—
|
|
||
Loans Originated and Held-for-Sale
|
(16,462
|
)
|
|
(41,545
|
)
|
||
Proceeds from the Sale of Loans Held-for-Sale
|
15,879
|
|
|
44,057
|
|
||
Net Gains on the Sale of Loans
|
(502
|
)
|
|
(1,271
|
)
|
||
Net Losses on the Sale of Premises and Equipment, Other Real Estate Owned and Repossessed Assets
|
52
|
|
|
87
|
|
||
Contributions to Retirement Benefit Plans
|
(656
|
)
|
|
(354
|
)
|
||
Deferred Income Tax Benefit
|
(418
|
)
|
|
(83
|
)
|
||
Shares Issued Under the Directors’ Stock Plan
|
101
|
|
|
106
|
|
||
Stock-Based Compensation Expense
|
270
|
|
|
281
|
|
||
Net (Increase) Decrease in Other Assets
|
(1,146
|
)
|
|
2,611
|
|
||
Net Increase (Decrease) in Other Liabilities
|
31
|
|
|
(653
|
)
|
||
Net Cash Provided By Operating Activities
|
21,507
|
|
|
26,231
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Proceeds from the Sale of Securities Available-for-Sale
|
49,917
|
|
|
16,284
|
|
||
Proceeds from the Maturities and Calls of Securities Available-for-Sale
|
131,861
|
|
|
89,857
|
|
||
Purchases of Securities Available-for-Sale
|
(100,684
|
)
|
|
(121,287
|
)
|
||
Proceeds from the Sale of Securities Held-to-Maturity
|
—
|
|
|
1,181
|
|
||
Proceeds from the Maturities and Calls of Securities Held-to-Maturity
|
45,602
|
|
|
35,214
|
|
||
Purchases of Securities Held-to-Maturity
|
(43,967
|
)
|
|
(71,573
|
)
|
||
Net Increase in Loans
|
(115,568
|
)
|
|
(73,948
|
)
|
||
Proceeds from the Sales of Premises and Equipment, Other Real Estate Owned and Repossessed Assets
|
1,093
|
|
|
1,214
|
|
||
Purchase of Premises and Equipment
|
(885
|
)
|
|
(1,935
|
)
|
||
Cash Paid for Subsidiaries, Net
|
(75
|
)
|
|
(75
|
)
|
||
Net Decrease in Other Investments
|
3,280
|
|
|
1,896
|
|
||
Purchase of Bank Owned Life Insurance
|
(5,245
|
)
|
|
—
|
|
||
Net Cash Used In Investing Activities
|
(34,671
|
)
|
|
(123,172
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Net Increase in Deposits
|
93,026
|
|
|
164,220
|
|
||
Net Decrease in Short-Term Borrowings
|
(45,123
|
)
|
|
(25,701
|
)
|
||
Repayments of Federal Home Loan Bank Term Advances
|
(10,000
|
)
|
|
(10,000
|
)
|
||
Purchase of Treasury Stock
|
(2,235
|
)
|
|
(1,512
|
)
|
||
Stock Options Exercised, Net
|
1,063
|
|
|
965
|
|
||
Shares Issued Under the Employee Stock Purchase Plan
|
351
|
|
|
348
|
|
||
Tax Benefit from Exercise of Stock Options
|
22
|
|
|
17
|
|
||
Shares Issued for Dividend Reinvestment Plans
|
—
|
|
|
851
|
|
||
Cash Dividends Paid
|
(9,256
|
)
|
|
(9,027
|
)
|
||
Net Cash Provided By Financing Activities
|
27,848
|
|
|
120,161
|
|
||
Net Increase in Cash and Cash Equivalents
|
14,684
|
|
|
23,220
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
49,980
|
|
|
48,832
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
64,664
|
|
|
$
|
72,052
|
|
|
|
|
|
||||
Supplemental Disclosures to Statements of Cash Flow Information:
|
|
|
|
||||
Interest on Deposits and Borrowings
|
$
|
4,629
|
|
|
$
|
6,318
|
|
Income Taxes
|
7,035
|
|
|
6,086
|
|
||
Non-cash Investing and Financing Activity:
|
|
|
|
||||
Transfer of Loans to Other Real Estate Owned and Repossessed Assets
|
1,137
|
|
|
764
|
|
||
Acquisition of Subsidiaries
|
91
|
|
|
233
|
|
Available-For-Sale Securities
|
||||||||||||||||||||||||
|
|
U.S. Agency
Obligations
|
|
State and
Municipal
Obligations
|
|
Mortgage-
Backed
Securities -
Residential
|
|
Corporate
and Other
Debt
Securities
|
|
Mutual Funds
and Equity
Securities
|
|
Total
Available-
For-Sale
Securities
|
||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-For-Sale Securities,
at Amortized Cost
|
|
$
|
134,485
|
|
|
$
|
91,799
|
|
|
$
|
126,108
|
|
|
$
|
17,027
|
|
|
$
|
1,120
|
|
|
$
|
370,539
|
|
Available-For-Sale Securities,
at Fair Value
|
|
134,051
|
|
|
92,150
|
|
|
130,101
|
|
|
16,756
|
|
|
1,277
|
|
|
374,335
|
|
||||||
Gross Unrealized Gains
|
|
1
|
|
|
355
|
|
|
4,046
|
|
|
9
|
|
|
157
|
|
|
4,568
|
|
||||||
Gross Unrealized Losses
|
|
435
|
|
|
4
|
|
|
53
|
|
|
280
|
|
|
—
|
|
|
772
|
|
||||||
Available-For-Sale Securities,
Pledged as Collateral
|
|
|
|
|
|
|
|
|
|
|
|
292,850
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Maturities of Debt Securities,
at Amortized Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Within One Year
|
|
—
|
|
|
35,472
|
|
|
6,465
|
|
|
—
|
|
|
|
|
41,937
|
|
|||||||
From 1 - 5 Years
|
|
128,653
|
|
|
54,172
|
|
|
107,842
|
|
|
16,027
|
|
|
|
|
306,694
|
|
|||||||
From 5 - 10 Years
|
|
5,832
|
|
|
1,515
|
|
|
11,801
|
|
|
—
|
|
|
|
|
19,148
|
|
|||||||
Over 10 Years
|
|
—
|
|
|
640
|
|
|
—
|
|
|
1,000
|
|
|
|
|
1,640
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Maturities of Debt Securities,
at Fair Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Within One Year
|
|
—
|
|
|
35,539
|
|
|
6,529
|
|
|
—
|
|
|
|
|
42,068
|
|
|||||||
From 1 - 5 Years
|
|
128,247
|
|
|
54,438
|
|
|
111,100
|
|
|
15,956
|
|
|
|
|
309,741
|
|
|||||||
From 5 - 10 Years
|
|
5,804
|
|
|
1,533
|
|
|
12,472
|
|
|
—
|
|
|
|
|
19,809
|
|
|||||||
Over 10 Years
|
|
—
|
|
|
640
|
|
|
—
|
|
|
800
|
|
|
|
|
1,440
|
|
Available-For-Sale Securities
|
||||||||||||||||||||||||
|
|
U.S. Agency
Obligations
|
|
State and
Municipal
Obligations
|
|
Mortgage-
Backed
Securities -
Residential
|
|
Corporate
and Other
Debt
Securities
|
|
Mutual Funds
and Equity
Securities
|
|
Total
Available-
For-Sale
Securities
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities in a Continuous
Loss Position, at Fair Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less than 12 Months
|
|
$
|
90,968
|
|
|
$
|
450
|
|
|
$
|
5,528
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
96,946
|
|
12 Months or Longer
|
|
27,994
|
|
|
2,665
|
|
|
4,515
|
|
|
10,752
|
|
|
—
|
|
|
45,926
|
|
||||||
Total
|
|
$
|
118,962
|
|
|
$
|
3,115
|
|
|
$
|
10,043
|
|
|
$
|
10,752
|
|
|
$
|
—
|
|
|
$
|
142,872
|
|
Number of Securities in a
Continuous Loss Position
|
|
35
|
|
|
18
|
|
|
7
|
|
|
15
|
|
|
—
|
|
|
75
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized Losses on
Securities in a Continuous
Loss Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less than 12 Months
|
|
$
|
296
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
314
|
|
12 Months or Longer
|
|
139
|
|
|
4
|
|
|
35
|
|
|
280
|
|
|
—
|
|
|
458
|
|
||||||
Total
|
|
$
|
435
|
|
|
$
|
4
|
|
|
$
|
53
|
|
|
$
|
280
|
|
|
$
|
—
|
|
|
$
|
772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-For-Sale Securities,
at Amortized Cost
|
|
$
|
136,868
|
|
|
$
|
127,224
|
|
|
$
|
171,321
|
|
|
$
|
17,142
|
|
|
$
|
1,120
|
|
|
$
|
453,675
|
|
Available-For-Sale Securities,
at Fair Value
|
|
136,475
|
|
|
127,389
|
|
|
175,778
|
|
|
16,798
|
|
|
1,166
|
|
|
457,606
|
|
||||||
Gross Unrealized Gains
|
|
2
|
|
|
306
|
|
|
4,714
|
|
|
10
|
|
|
46
|
|
|
5,078
|
|
||||||
Gross Unrealized Losses
|
|
395
|
|
|
141
|
|
|
257
|
|
|
354
|
|
|
—
|
|
|
1,147
|
|
||||||
Available-For-Sale Securities,
Pledged as Collateral
|
|
|
|
|
|
|
|
|
|
|
|
243,769
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities in a Continuous
Loss Position, at Fair Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less than 12 Months
|
|
$
|
60,664
|
|
|
$
|
29,967
|
|
|
$
|
15,190
|
|
|
$
|
7,375
|
|
|
$
|
—
|
|
|
$
|
113,196
|
|
12 Months or Longer
|
|
33,849
|
|
|
4,597
|
|
|
11,841
|
|
|
6,063
|
|
|
—
|
|
|
56,350
|
|
||||||
Total
|
|
$
|
94,513
|
|
|
$
|
34,564
|
|
|
$
|
27,031
|
|
|
$
|
13,438
|
|
|
$
|
—
|
|
|
$
|
169,546
|
|
Number of Securities in a
Continuous Loss Position
|
|
26
|
|
|
107
|
|
|
13
|
|
|
19
|
|
|
—
|
|
|
165
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized Losses on
Securities in a Continuous
Loss Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less than 12 Months
|
|
$
|
336
|
|
|
$
|
120
|
|
|
$
|
108
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
656
|
|
12 Months or Longer
|
|
59
|
|
|
21
|
|
|
149
|
|
|
262
|
|
|
—
|
|
|
491
|
|
||||||
Total
|
|
$
|
395
|
|
|
$
|
141
|
|
|
$
|
257
|
|
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
1,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-For-Sale Securities,
at Amortized Cost
|
|
$
|
150,184
|
|
|
$
|
134,059
|
|
|
$
|
179,235
|
|
|
$
|
17,180
|
|
|
$
|
1,120
|
|
|
$
|
481,778
|
|
Available-For-Sale Securities,
at Fair Value
|
|
149,774
|
|
|
133,919
|
|
|
185,215
|
|
|
16,798
|
|
|
1,182
|
|
|
486,888
|
|
||||||
Gross Unrealized Gains
|
|
2
|
|
|
175
|
|
|
6,041
|
|
|
—
|
|
|
62
|
|
|
6,280
|
|
||||||
Gross Unrealized Losses
|
|
412
|
|
|
315
|
|
|
61
|
|
|
382
|
|
|
—
|
|
|
1,170
|
|
||||||
Available-For-Sale Securities,
Pledged as Collateral
|
|
|
|
|
|
|
|
|
|
|
|
314,693
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities in a Continuous
Loss Position, at Fair Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less than 12 Months
|
|
$
|
105,517
|
|
|
$
|
58,710
|
|
|
$
|
8,482
|
|
|
$
|
15,998
|
|
|
$
|
—
|
|
|
$
|
188,707
|
|
12 Months or Longer
|
|
4,992
|
|
|
3,513
|
|
|
—
|
|
|
800
|
|
|
—
|
|
|
9,305
|
|
||||||
Total
|
|
$
|
110,509
|
|
|
$
|
62,223
|
|
|
$
|
8,482
|
|
|
$
|
16,798
|
|
|
$
|
—
|
|
|
$
|
198,012
|
|
Available-For-Sale Securities
|
||||||||||||||||||||||||
|
|
U.S. Agency
Obligations
|
|
State and
Municipal
Obligations
|
|
Mortgage-
Backed
Securities -
Residential
|
|
Corporate
and Other
Debt
Securities
|
|
Mutual Funds
and Equity
Securities
|
|
Total
Available-
For-Sale
Securities
|
||||||||||||
Number of Securities in a
Continuous Loss Position
|
|
30
|
|
|
230
|
|
|
4
|
|
|
22
|
|
|
—
|
|
|
286
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized Losses on
Securities in a Continuous
Loss Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less than 12 Months
|
|
$
|
405
|
|
|
$
|
304
|
|
|
$
|
61
|
|
|
$
|
182
|
|
|
$
|
—
|
|
|
$
|
952
|
|
12 Months or Longer
|
|
7
|
|
|
11
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
218
|
|
||||||
Total
|
|
$
|
412
|
|
|
$
|
315
|
|
|
$
|
61
|
|
|
$
|
382
|
|
|
$
|
—
|
|
|
$
|
1,170
|
|
Held-To-Maturity Securities
|
||||||||||||||||
|
|
State and
Municipal
Obligations
|
|
Mortgage-
Backed
Securities -
Residential
|
|
Corporate
and Other
Debt
Securities
|
|
Total
Held-To
Maturity
Securities
|
||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
||||||||
Held-To-Maturity Securities,
at Amortized Cost
|
|
$
|
178,699
|
|
|
$
|
116,823
|
|
|
$
|
1,000
|
|
|
$
|
296,522
|
|
Held-To-Maturity Securities,
at Fair Value
|
|
184,116
|
|
|
117,451
|
|
|
1,000
|
|
|
302,567
|
|
||||
Gross Unrealized Gains
|
|
5,535
|
|
|
672
|
|
|
—
|
|
|
6,207
|
|
||||
Gross Unrealized Losses
|
|
118
|
|
|
44
|
|
|
—
|
|
|
162
|
|
||||
Held-To-Maturity Securities,
Pledged as Collateral
|
|
|
|
|
|
|
|
277,636
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Maturities of Debt Securities,
at Amortized Cost:
|
|
|
|
|
|
|
|
|
||||||||
Within One Year
|
|
33,517
|
|
|
—
|
|
|
—
|
|
|
33,517
|
|
||||
From 1 - 5 Years
|
|
86,414
|
|
|
61,257
|
|
|
—
|
|
|
147,671
|
|
||||
From 5 - 10 Years
|
|
56,509
|
|
|
55,566
|
|
|
—
|
|
|
112,075
|
|
||||
Over 10 Years
|
|
2,259
|
|
|
—
|
|
|
1,000
|
|
|
3,259
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Maturities of Debt Securities,
at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Within One Year
|
|
33,608
|
|
|
—
|
|
|
—
|
|
|
33,608
|
|
||||
From 1 - 5 Years
|
|
89,028
|
|
|
61,578
|
|
|
—
|
|
|
150,606
|
|
||||
From 5 - 10 Years
|
|
59,121
|
|
|
55,873
|
|
|
—
|
|
|
114,994
|
|
||||
Over 10 Years
|
|
2,359
|
|
|
—
|
|
|
1,000
|
|
|
3,359
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Securities in a Continuous
Loss Position, at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Less than 12 Months
|
|
$
|
2,289
|
|
|
$
|
9,221
|
|
|
$
|
—
|
|
|
$
|
11,510
|
|
12 Months or Longer
|
|
13,058
|
|
|
4,366
|
|
|
—
|
|
|
17,424
|
|
||||
Total
|
|
$
|
15,347
|
|
|
$
|
13,587
|
|
|
$
|
—
|
|
|
$
|
28,934
|
|
Number of Securities in a
Continuous Loss Position
|
|
58
|
|
|
5
|
|
|
—
|
|
|
63
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Unrealized Losses on
Securities in a Continuous
Loss Position:
|
|
|
|
|
|
|
|
|
||||||||
Less than 12 Months
|
|
$
|
15
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
47
|
|
12 Months or Longer
|
|
103
|
|
|
12
|
|
|
—
|
|
|
115
|
|
||||
Total
|
|
$
|
118
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
162
|
|
|
|
|
|
|
|
|
|
|
Held-To-Maturity Securities
|
||||||||||||||||
|
|
State and
Municipal
Obligations
|
|
Mortgage-
Backed
Securities -
Residential
|
|
Corporate
and Other
Debt
Securities
|
|
Total
Held-To
Maturity
Securities
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Held-To-Maturity Securities,
at Amortized Cost
|
|
$
|
198,206
|
|
|
$
|
100,055
|
|
|
$
|
1,000
|
|
|
$
|
299,261
|
|
Held-To-Maturity Securities,
at Fair Value
|
|
202,390
|
|
|
98,915
|
|
|
1,000
|
|
|
302,305
|
|
||||
Gross Unrealized Gains
|
|
4,762
|
|
|
24
|
|
|
—
|
|
|
4,786
|
|
||||
Gross Unrealized Losses
|
|
578
|
|
|
1,164
|
|
|
—
|
|
|
1,742
|
|
||||
Held-To-Maturity Securities,
Pledged as Collateral
|
|
|
|
|
|
|
|
298,261
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Securities in a Continuous
Loss Position, at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Less than 12 Months
|
|
$
|
23,633
|
|
|
$
|
85,339
|
|
|
$
|
—
|
|
|
$
|
108,972
|
|
12 Months or Longer
|
|
5,111
|
|
|
—
|
|
|
—
|
|
|
5,111
|
|
||||
Total
|
|
$
|
28,744
|
|
|
$
|
85,339
|
|
|
$
|
—
|
|
|
$
|
114,083
|
|
Number of Securities in a
Continuous Loss Position
|
|
101
|
|
|
36
|
|
|
—
|
|
|
137
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Unrealized Losses on
Securities in a Continuous
Loss Position:
|
|
|
|
|
|
|
|
|
||||||||
Less than 12 Months
|
|
$
|
519
|
|
|
$
|
1,164
|
|
|
$
|
—
|
|
|
$
|
1,683
|
|
12 Months or Longer
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||
Total
|
|
$
|
578
|
|
|
$
|
1,164
|
|
|
$
|
—
|
|
|
$
|
1,742
|
|
|
|
|
|
|
|
|
|
|
||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
||||||||
Held-To-Maturity Securities,
at Amortized Cost
|
|
$
|
194,065
|
|
|
$
|
78,561
|
|
|
$
|
1,000
|
|
|
$
|
273,626
|
|
Held-To-Maturity Securities,
at Fair Value
|
|
198,548
|
|
|
78,842
|
|
|
1,000
|
|
|
278,390
|
|
||||
Gross Unrealized Gains
|
|
5,018
|
|
|
314
|
|
|
—
|
|
|
5,332
|
|
||||
Gross Unrealized Losses
|
|
535
|
|
|
33
|
|
|
—
|
|
|
568
|
|
||||
Held-To-Maturity Securities,
Pledged as Collateral
|
|
|
|
|
|
|
|
272,626
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Securities in a Continuous
Loss Position, at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Less than 12 Months
|
|
$
|
27,814
|
|
|
$
|
29,714
|
|
|
$
|
—
|
|
|
$
|
57,528
|
|
12 Months or Longer
|
|
171
|
|
|
—
|
|
|
—
|
|
|
171
|
|
||||
Total
|
|
$
|
27,985
|
|
|
$
|
29,714
|
|
|
$
|
—
|
|
|
$
|
57,699
|
|
Number of Securities in a
Continuous Loss Position
|
|
97
|
|
|
13
|
|
|
—
|
|
|
110
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Unrealized Losses on
Securities in a Continuous
Loss Position:
|
|
|
|
|
|
|
|
|
||||||||
Less than 12 Months
|
|
$
|
532
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
565
|
|
12 Months or Longer
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Total
|
|
$
|
534
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
567
|
|
|
|
|
|
|
|
|
|
|
Past Due Loans
|
|||||||||||||||||||||||||||
|
|
|
Commercial
|
|
Commercial
|
|
Other
|
|
|
|
|
|
|
||||||||||||||
|
Commercial
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Automobile
|
|
Residential
|
|
Total
|
||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans Past Due 30-59 Days
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
2,938
|
|
|
$
|
389
|
|
|
$
|
3,460
|
|
Loans Past Due 60-89 Days
|
210
|
|
|
—
|
|
|
232
|
|
|
8
|
|
|
1,058
|
|
|
1,379
|
|
|
2,887
|
|
|||||||
Loans Past Due 90 or more Days
|
485
|
|
|
—
|
|
|
1,832
|
|
|
9
|
|
|
257
|
|
|
3,064
|
|
|
5,647
|
|
|||||||
Total Loans Past Due
|
804
|
|
|
—
|
|
|
2,064
|
|
|
41
|
|
|
4,253
|
|
|
4,832
|
|
|
11,994
|
|
|||||||
Current Loans
|
96,042
|
|
|
26,709
|
|
|
311,835
|
|
|
7,372
|
|
|
415,300
|
|
|
512,188
|
|
|
1,369,446
|
|
|||||||
Total Loans
|
$
|
96,846
|
|
|
$
|
26,709
|
|
|
$
|
313,899
|
|
|
$
|
7,413
|
|
|
$
|
419,553
|
|
|
$
|
517,020
|
|
|
$
|
1,381,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans 90 or More Days Past Due
and Still Accruing Interest
|
$
|
328
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
243
|
|
|
$
|
571
|
|
Nonaccrual Loans
|
$
|
241
|
|
|
$
|
—
|
|
|
$
|
2,073
|
|
|
$
|
10
|
|
|
$
|
428
|
|
|
$
|
4,296
|
|
|
$
|
7,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans Past Due 30-59 Days
|
$
|
304
|
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
37
|
|
|
$
|
3,233
|
|
|
$
|
529
|
|
|
$
|
4,303
|
|
Loans Past Due 60-89 Days
|
601
|
|
|
—
|
|
|
1,200
|
|
|
19
|
|
|
1,041
|
|
|
1,527
|
|
|
4,388
|
|
|||||||
Loans Past Due 90 or more Days
|
177
|
|
|
—
|
|
|
2,034
|
|
|
—
|
|
|
98
|
|
|
3,113
|
|
|
5,422
|
|
|||||||
Total Loans Past Due
|
1,082
|
|
|
—
|
|
|
3,434
|
|
|
56
|
|
|
4,372
|
|
|
5,169
|
|
|
14,113
|
|
|||||||
Current Loans
|
86,811
|
|
|
27,815
|
|
|
284,685
|
|
|
7,593
|
|
|
389,832
|
|
|
455,623
|
|
|
1,252,359
|
|
|||||||
Total Loans
|
$
|
87,893
|
|
|
$
|
27,815
|
|
|
$
|
288,119
|
|
|
$
|
7,649
|
|
|
$
|
394,204
|
|
|
$
|
460,792
|
|
|
$
|
1,266,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans 90 or More Days Past Due
and Still Accruing Interest
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
624
|
|
|
$
|
652
|
|
Nonaccrual Loans
|
$
|
352
|
|
|
$
|
—
|
|
|
$
|
2,048
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
3,860
|
|
|
$
|
6,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans Past Due 30-59 Days
|
$
|
595
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
2,230
|
|
|
$
|
200
|
|
|
$
|
3,075
|
|
Loans Past Due 60-89 Days
|
750
|
|
|
—
|
|
|
1,173
|
|
|
4
|
|
|
654
|
|
|
1,999
|
|
|
4,580
|
|
|||||||
Loans Past Due 90 or more Days
|
53
|
|
|
—
|
|
|
1,847
|
|
|
—
|
|
|
133
|
|
|
2,721
|
|
|
4,754
|
|
|||||||
Total Loans Past Due
|
1,398
|
|
|
—
|
|
|
3,020
|
|
|
54
|
|
|
3,017
|
|
|
4,920
|
|
|
12,409
|
|
|||||||
Current Loans
|
85,719
|
|
|
33,960
|
|
|
260,084
|
|
|
7,516
|
|
|
389,335
|
|
|
454,347
|
|
|
1,230,961
|
|
|||||||
Total Loans
|
$
|
87,117
|
|
|
$
|
33,960
|
|
|
$
|
263,104
|
|
|
$
|
7,570
|
|
|
$
|
392,352
|
|
|
$
|
459,267
|
|
|
$
|
1,243,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans 90 or More Days Past Due
and Still Accruing Interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
916
|
|
|
$
|
927
|
|
Nonaccrual Loans
|
$
|
269
|
|
|
$
|
—
|
|
|
$
|
1,930
|
|
|
$
|
3
|
|
|
$
|
240
|
|
|
$
|
3,729
|
|
|
$
|
6,171
|
|
Allowance for Loan Losses
|
|||||||||||||||||||||||||||||||
|
|
|
Commercial
|
|
Commercial
|
|
Other
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Commercial
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Automobile
|
|
Residential
|
|
Unallocated
|
|
Total
|
||||||||||||||||
Roll-forward of the Allowance for Loan Losses for the Quarterly Periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
June 30, 2014
|
$
|
2,055
|
|
|
$
|
445
|
|
|
$
|
3,770
|
|
|
$
|
266
|
|
|
$
|
4,414
|
|
|
$
|
3,133
|
|
|
$
|
953
|
|
|
$
|
15,036
|
|
Charge-offs
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(185
|
)
|
|
(46
|
)
|
|
—
|
|
|
(265
|
)
|
||||||||
Recoveries
|
24
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
78
|
|
||||||||
Provision
|
90
|
|
|
(45
|
)
|
|
(19
|
)
|
|
(7
|
)
|
|
256
|
|
|
187
|
|
|
(18
|
)
|
|
444
|
|
||||||||
September 30, 2014
|
$
|
2,143
|
|
|
$
|
400
|
|
|
$
|
3,751
|
|
|
$
|
254
|
|
|
$
|
4,536
|
|
|
$
|
3,274
|
|
|
$
|
935
|
|
|
$
|
15,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
June 30, 2013
|
$
|
1,552
|
|
|
$
|
646
|
|
|
$
|
3,293
|
|
|
$
|
299
|
|
|
$
|
4,357
|
|
|
$
|
3,408
|
|
|
$
|
1,123
|
|
|
$
|
14,678
|
|
Charge-offs
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
||||||||
Recoveries
|
8
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
89
|
|
||||||||
Provision
|
209
|
|
|
4
|
|
|
15
|
|
|
(29
|
)
|
|
(14
|
)
|
|
(159
|
)
|
|
(26
|
)
|
|
—
|
|
||||||||
September 30, 2013
|
$
|
1,707
|
|
|
$
|
650
|
|
|
$
|
3,308
|
|
|
$
|
265
|
|
|
$
|
4,308
|
|
|
$
|
3,249
|
|
|
$
|
1,097
|
|
|
$
|
14,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses
|
|||||||||||||||||||||||||||||||
|
|
|
Commercial
|
|
Commercial
|
|
Other
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Commercial
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Automobile
|
|
Residential
|
|
Unallocated
|
|
Total
|
||||||||||||||||
Roll-forward of the Allowance for Loan Losses for the Year-to-Date Periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31, 2013
|
$
|
1,886
|
|
|
$
|
417
|
|
|
$
|
3,545
|
|
|
$
|
272
|
|
|
$
|
4,206
|
|
|
$
|
3,026
|
|
|
$
|
1,082
|
|
|
$
|
14,434
|
|
Charge-offs
|
(192
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(452
|
)
|
|
(91
|
)
|
|
—
|
|
|
(769
|
)
|
||||||||
Recoveries
|
49
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
168
|
|
|
—
|
|
|
—
|
|
|
221
|
|
||||||||
Provision
|
400
|
|
|
(17
|
)
|
|
206
|
|
|
12
|
|
|
614
|
|
|
339
|
|
|
(147
|
)
|
|
1,407
|
|
||||||||
September 30, 2014
|
$
|
2,143
|
|
|
$
|
400
|
|
|
$
|
3,751
|
|
|
$
|
254
|
|
|
$
|
4,536
|
|
|
$
|
3,274
|
|
|
$
|
935
|
|
|
$
|
15,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31, 2012
|
$
|
2,344
|
|
|
$
|
601
|
|
|
$
|
3,050
|
|
|
$
|
304
|
|
|
$
|
4,536
|
|
|
$
|
3,405
|
|
|
$
|
1,058
|
|
|
$
|
15,298
|
|
Charge-offs
|
(850
|
)
|
|
—
|
|
|
(11
|
)
|
|
(20
|
)
|
|
(284
|
)
|
|
—
|
|
|
—
|
|
|
(1,165
|
)
|
||||||||
Recoveries
|
48
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
201
|
|
|
—
|
|
|
—
|
|
|
251
|
|
||||||||
Provision
|
165
|
|
|
49
|
|
|
269
|
|
|
(21
|
)
|
|
(145
|
)
|
|
(156
|
)
|
|
39
|
|
|
200
|
|
||||||||
September 30, 2013
|
$
|
1,707
|
|
|
$
|
650
|
|
|
$
|
3,308
|
|
|
$
|
265
|
|
|
$
|
4,308
|
|
|
$
|
3,249
|
|
|
$
|
1,097
|
|
|
$
|
14,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses - Loans Individually Evaluated for Impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
82
|
|
Allowance for loan losses - Loans Collectively Evaluated for Impairment
|
$
|
2,143
|
|
|
$
|
400
|
|
|
$
|
3,751
|
|
|
$
|
254
|
|
|
$
|
4,536
|
|
|
$
|
3,192
|
|
|
$
|
935
|
|
|
$
|
15,211
|
|
Ending Loan Balance - Individually Evaluated for Impairment
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
1,493
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
2,200
|
|
|
$
|
—
|
|
|
$
|
4,017
|
|
Ending Loan Balance - Collectively Evaluated for Impairment
|
$
|
96,645
|
|
|
$
|
26,709
|
|
|
$
|
312,406
|
|
|
$
|
7,413
|
|
|
$
|
419,430
|
|
|
$
|
514,820
|
|
|
$
|
—
|
|
|
$
|
1,377,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses - Loans Individually Evaluated for Impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Allowance for loan losses - Loans Collectively Evaluated for Impairment
|
$
|
1,886
|
|
|
$
|
417
|
|
|
$
|
3,545
|
|
|
$
|
272
|
|
|
$
|
4,206
|
|
|
$
|
3,026
|
|
|
$
|
1,082
|
|
|
$
|
14,434
|
|
Ending Loan Balance - Individually Evaluated for Impairment
|
$
|
221
|
|
|
$
|
—
|
|
|
$
|
1,785
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
2,309
|
|
|
$
|
—
|
|
|
$
|
4,488
|
|
Ending Loan Balance - Collectively Evaluated for Impairment
|
$
|
87,672
|
|
|
$
|
27,815
|
|
|
$
|
286,334
|
|
|
$
|
7,649
|
|
|
$
|
394,031
|
|
|
$
|
458,483
|
|
|
$
|
—
|
|
|
$
|
1,261,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses - Loans Individually Evaluated for Impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Allowance for loan losses - Loans Collectively Evaluated for Impairment
|
$
|
1,707
|
|
|
$
|
650
|
|
|
$
|
3,308
|
|
|
$
|
265
|
|
|
$
|
4,308
|
|
|
$
|
3,249
|
|
|
$
|
1,097
|
|
|
$
|
14,584
|
|
Ending Loan Balance - Individually Evaluated for Impairment
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
1,497
|
|
|
$
|
—
|
|
|
$
|
169
|
|
|
$
|
1,720
|
|
|
$
|
—
|
|
|
$
|
3,411
|
|
Ending Loan Balance - Collectively Evaluated for Impairment
|
$
|
87,092
|
|
|
$
|
33,960
|
|
|
$
|
261,607
|
|
|
$
|
7,570
|
|
|
$
|
392,183
|
|
|
$
|
457,547
|
|
|
$
|
—
|
|
|
$
|
1,239,959
|
|
•
|
Changes in the volume and severity of past due, nonaccrual and adversely classified loans
|
•
|
Changes in the nature and volume of the portfolio and in the terms of loans
|
•
|
Changes in the value of the underlying collateral for collateral dependent loans
|
•
|
Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses
|
•
|
Changes in the quality of the loan review system
|
•
|
Changes in the experience, ability, and depth of lending management and other relevant staff
|
•
|
Changes in international, national, regional, and local economic and business conditions and developments that affect the collectibility of the portfolio
|
•
|
The existence and effect of any concentrations of credit, and changes in the level of such concentrations
|
•
|
The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio or pool
|
Loan Credit Quality Indicators
|
|||||||||||||||||||||||||||
|
|
|
Commercial
|
|
Commercial
|
|
Other
|
|
|
|
|
|
|
||||||||||||||
|
Commercial
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Automobile
|
|
Residential
|
|
Total
|
||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Credit Risk Profile by Creditworthiness Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Satisfactory
|
$
|
82,232
|
|
|
$
|
26,709
|
|
|
$
|
289,686
|
|
|
|
|
|
|
|
|
$
|
398,627
|
|
||||||
Special Mention
|
4,969
|
|
|
—
|
|
|
7,032
|
|
|
|
|
|
|
|
|
12,001
|
|
||||||||||
Substandard
|
9,645
|
|
|
—
|
|
|
17,181
|
|
|
|
|
|
|
|
|
26,826
|
|
||||||||||
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Credit Risk Profile Based on Payment Activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Performing
|
|
|
|
|
|
|
$
|
7,403
|
|
|
$
|
419,125
|
|
|
$
|
512,481
|
|
|
939,009
|
|
|||||||
Nonperforming
|
|
|
|
|
|
|
10
|
|
|
428
|
|
|
4,539
|
|
|
4,977
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Credit Risk Profile by Creditworthiness Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Satisfactory
|
79,966
|
|
|
27,815
|
|
|
267,612
|
|
|
|
|
|
|
|
|
375,393
|
|
||||||||||
Special Mention
|
204
|
|
|
—
|
|
|
634
|
|
|
|
|
|
|
|
|
838
|
|
||||||||||
Substandard
|
7,723
|
|
|
—
|
|
|
19,873
|
|
|
|
|
|
|
|
|
27,596
|
|
||||||||||
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Credit Risk Profile Based on Payment Activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Performing
|
|
|
|
|
|
|
7,649
|
|
|
393,985
|
|
|
456,308
|
|
|
857,942
|
|
||||||||||
Nonperforming
|
|
|
|
|
|
|
—
|
|
|
219
|
|
|
4,484
|
|
|
4,703
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Credit Risk Profile by Creditworthiness Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Satisfactory
|
78,706
|
|
|
33,133
|
|
|
241,437
|
|
|
|
|
|
|
|
|
353,276
|
|
||||||||||
Special Mention
|
2,313
|
|
|
—
|
|
|
3,004
|
|
|
|
|
|
|
|
|
5,317
|
|
||||||||||
Substandard
|
6,098
|
|
|
827
|
|
|
18,663
|
|
|
|
|
|
|
|
|
25,588
|
|
||||||||||
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Credit Risk Profile Based on Payment Activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Performing
|
|
|
|
|
|
|
7,567
|
|
|
392,112
|
|
|
454,620
|
|
|
854,299
|
|
||||||||||
Nonperforming
|
|
|
|
|
|
|
3
|
|
|
240
|
|
|
4,647
|
|
|
4,890
|
|
Impaired Loans
|
|||||||||||||||||||||||||||
|
|
|
Commercial
|
|
Commercial
|
|
Other
|
|
|
|
|
|
|
||||||||||||||
|
Commercial
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Automobile
|
|
Residential
|
|
Total
|
||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
1,493
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
1,667
|
|
|
$
|
3,484
|
|
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
533
|
|
|
533
|
|
|||||||
Unpaid Principal Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
201
|
|
|
—
|
|
|
1,493
|
|
|
—
|
|
|
123
|
|
|
1,667
|
|
|
3,484
|
|
|||||||
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
533
|
|
|
533
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
$
|
221
|
|
|
$
|
—
|
|
|
$
|
1,785
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
2,309
|
|
|
$
|
4,488
|
|
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Unpaid Principal Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
221
|
|
|
—
|
|
|
1,785
|
|
|
—
|
|
|
173
|
|
|
2,309
|
|
|
4,488
|
|
|||||||
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
1,497
|
|
|
$
|
—
|
|
|
$
|
169
|
|
|
$
|
1,720
|
|
|
$
|
3,411
|
|
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Unpaid Principal Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
25
|
|
|
—
|
|
|
1,497
|
|
|
—
|
|
|
169
|
|
|
1,720
|
|
|
$
|
3,411
|
|
||||||
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
For the Quarter Ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average Recorded Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
1,493
|
|
|
$
|
—
|
|
|
$
|
124
|
|
|
$
|
1,394
|
|
|
$
|
3,216
|
|
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
554
|
|
|
554
|
|
|||||||
Interest Income Recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
4
|
|
|||||||
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash Basis Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average Recorded Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
1,489
|
|
|
$
|
—
|
|
|
$
|
177
|
|
|
$
|
1,399
|
|
|
$
|
3,094
|
|
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest Income Recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
4
|
|
|||||||
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash Basis Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Impaired Loans
|
|||||||||||||||||||||||||||
|
|
|
Commercial
|
|
Commercial
|
|
Other
|
|
|
|
|
|
|
||||||||||||||
|
Commercial
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Automobile
|
|
Residential
|
|
Total
|
||||||||||||||
For the Year-To-Date Period Ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average Recorded Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
$
|
211
|
|
|
$
|
—
|
|
|
$
|
1,639
|
|
|
$
|
—
|
|
|
$
|
148
|
|
|
$
|
1,988
|
|
|
$
|
3,986
|
|
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
267
|
|
|
267
|
|
|||||||
Interest Income Recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1
|
|
|
14
|
|
|||||||
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash Basis Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
With a Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average Recorded Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
2,013
|
|
|
$
|
—
|
|
|
$
|
186
|
|
|
$
|
1,405
|
|
|
$
|
3,639
|
|
With a Related Allowance
|
694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
694
|
|
|||||||
Interest Income Recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
15
|
|
|||||||
With a Related Allowance
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|||||||
Cash Basis Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
With No Related Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
With a Related Allowance
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
Loans Modified in Trouble Debt Restructurings During the Period
|
|||||||||||||||||||||||||||
|
|
|
Commercial
|
|
Commercial
|
|
Other
|
|
|
|
|
|
|
||||||||||||||
|
Commercial
|
|
Construction
|
|
Real Estate
|
|
Consumer
|
|
Automobile
|
|
Residential
|
|
Total
|
||||||||||||||
For the Quarter Ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Number of Loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Pre-Modification Outstanding Recorded Investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Post-Modification Outstanding Recorded Investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Number of Loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||
Pre-Modification Outstanding Recorded Investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Post-Modification Outstanding Recorded Investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
For the Year-To-Date Period Ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Number of Loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|||||||
Pre-Modification Outstanding Recorded Investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
574
|
|
|
$
|
588
|
|
Post-Modification Outstanding Recorded Investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
574
|
|
|
$
|
588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Number of Loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||
Pre-Modification Outstanding Recorded Investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
57
|
|
Post-Modification Outstanding Recorded Investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
57
|
|
Loan Commitments and Letters of Credit
|
|||||||||||
|
September 30, 2014
|
|
December 31, 2013
|
|
September 30, 2013
|
||||||
Notional Amount:
|
|
|
|
|
|
||||||
Commitments to Extend Credit
|
$
|
255,587
|
|
|
$
|
237,940
|
|
|
$
|
243,254
|
|
Standby Letters of Credit
|
3,157
|
|
|
3,345
|
|
|
3,525
|
|
|||
Fair Value:
|
|
|
|
|
|
||||||
Commitments to Extend Credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Standby Letters of Credit
|
52
|
|
|
65
|
|
|
56
|
|
Schedule of Comprehensive Income
|
|||||||||||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
|
|
Tax
|
|
|
|
|
|
Tax
|
|
|
||||||||||||
|
Before-Tax
|
|
(Expense)
|
|
Net-of-Tax
|
|
Before-Tax
|
|
(Expense)
|
|
Net-of-Tax
|
||||||||||||
|
Amount
|
|
Benefit
|
|
Amount
|
|
Amount
|
|
Benefit
|
|
Amount
|
||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Unrealized Securities Holding Losses Arising During the Period
|
$
|
(1,274
|
)
|
|
$
|
504
|
|
|
$
|
(770
|
)
|
|
$
|
(25
|
)
|
|
$
|
10
|
|
|
$
|
(15
|
)
|
Reclassification Adjustment for Securities Gains Included in Net Income
|
(137
|
)
|
|
55
|
|
|
(82
|
)
|
|
(110
|
)
|
|
44
|
|
|
(66
|
)
|
||||||
Amortization of Net Retirement Plan Actuarial Loss
|
116
|
|
|
(46
|
)
|
|
70
|
|
|
346
|
|
|
(137
|
)
|
|
209
|
|
||||||
Accretion of Net Retirement Plan Prior Service Credit
|
(22
|
)
|
|
9
|
|
|
(13
|
)
|
|
(65
|
)
|
|
26
|
|
|
(39
|
)
|
||||||
Other Comprehensive (Loss) Income
|
$
|
(1,317
|
)
|
|
$
|
522
|
|
|
$
|
(795
|
)
|
|
$
|
146
|
|
|
$
|
(57
|
)
|
|
$
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Unrealized Securities Holding Gains (Losses) Arising During the Period
|
$
|
2,003
|
|
|
$
|
(793
|
)
|
|
$
|
1,210
|
|
|
$
|
(3,664
|
)
|
|
$
|
1,451
|
|
|
$
|
(2,213
|
)
|
Reclassification Adjustment for Securities Gains Included in Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
(540
|
)
|
|
214
|
|
|
(326
|
)
|
||||||
Amortization of Net Retirement Plan Actuarial Loss
|
390
|
|
|
(155
|
)
|
|
235
|
|
|
1,173
|
|
|
(466
|
)
|
|
707
|
|
||||||
Accretion of Net Retirement Plan Prior Service Credit
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Other Comprehensive Income (Loss)
|
$
|
2,394
|
|
|
$
|
(948
|
)
|
|
$
|
1,446
|
|
|
$
|
(3,030
|
)
|
|
$
|
1,199
|
|
|
$
|
(1,831
|
)
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component
(1)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Unrealized
|
|
Defined Benefit Plan Items
|
|
|
||||||||||
|
Gains and
|
|
|
|
|
|
|
||||||||
|
Losses on
|
|
|
|
Net Prior
|
|
|
||||||||
|
Available-for-
|
|
Net Gain
|
|
Service
|
|
|
||||||||
|
Sale Securities
|
|
(Loss)
|
|
(Cost ) Credit
|
|
Total
|
||||||||
For the Quarter-To-Date periods ended:
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
June 30, 2014
|
$
|
3,145
|
|
|
$
|
(6,558
|
)
|
|
$
|
(76
|
)
|
|
$
|
(3,489
|
)
|
Other comprehensive income before reclassifications
|
(770
|
)
|
|
—
|
|
|
—
|
|
|
(770
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(82
|
)
|
|
70
|
|
|
(13
|
)
|
|
(25
|
)
|
||||
Net current-period other comprehensive income
|
(852
|
)
|
|
70
|
|
|
(13
|
)
|
|
(795
|
)
|
||||
September 30, 2014
|
$
|
2,293
|
|
|
$
|
(6,488
|
)
|
|
$
|
(89
|
)
|
|
$
|
(4,284
|
)
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2013
|
$
|
1,876
|
|
|
$
|
(13,564
|
)
|
|
$
|
(51
|
)
|
|
$
|
(11,739
|
)
|
Other comprehensive income before reclassifications
|
1,210
|
|
|
—
|
|
|
—
|
|
|
1,210
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
235
|
|
|
1
|
|
|
236
|
|
||||
Net current-period other comprehensive income
|
1,210
|
|
|
235
|
|
|
1
|
|
|
1,446
|
|
||||
September 30, 2013
|
$
|
3,086
|
|
|
$
|
(13,329
|
)
|
|
$
|
(50
|
)
|
|
$
|
(10,293
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
For the Year-To-Date periods ended:
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
$
|
2,374
|
|
|
$
|
(6,697
|
)
|
|
$
|
(50
|
)
|
|
$
|
(4,373
|
)
|
Other comprehensive income before reclassifications
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(66
|
)
|
|
209
|
|
|
(39
|
)
|
|
104
|
|
||||
Net current-period other comprehensive income
|
(81
|
)
|
|
209
|
|
|
(39
|
)
|
|
89
|
|
||||
September 30, 2014
|
$
|
2,293
|
|
|
$
|
(6,488
|
)
|
|
$
|
(89
|
)
|
|
$
|
(4,284
|
)
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012
|
$
|
5,625
|
|
|
$
|
(14,036
|
)
|
|
$
|
(51
|
)
|
|
$
|
(8,462
|
)
|
Other comprehensive income before reclassifications
|
(2,213
|
)
|
|
—
|
|
|
—
|
|
|
(2,213
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(326
|
)
|
|
707
|
|
|
1
|
|
|
382
|
|
||||
Net current-period other comprehensive income
|
(2,539
|
)
|
|
707
|
|
|
1
|
|
|
(1,831
|
)
|
||||
September 30, 2013
|
$
|
3,086
|
|
|
$
|
(13,329
|
)
|
|
$
|
(50
|
)
|
|
$
|
(10,293
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Reclassifications Out of Accumulated Other Comprehensive Income
(1)
|
||||||
|
||||||
|
|
Amounts Reclassified
|
|
|
||
Details about Accumulated Other
|
|
from Accumulated Other
|
|
Affected Line Item in the Statement
|
||
Comprehensive Income (Loss) Components
|
|
Comprehensive Income
|
|
Where Net Income Is Presented
|
||
|
|
|
|
|
||
For the Quarter-to-date periods ended:
|
|
|
|
|
||
|
|
|
|
|
||
September 30, 2014
|
|
|
|
|
||
|
|
|
|
|
||
Unrealized gains and losses on available-for-sale securities
|
|
|
|
|
||
|
|
$
|
137
|
|
|
Gain on Securities Transactions
|
|
|
137
|
|
|
Total before Tax
|
|
|
|
(55
|
)
|
|
Provision for Income Taxes
|
|
|
|
$
|
82
|
|
|
Net of Tax
|
|
|
|
|
|
||
Amortization of defined benefit pension items
|
|
|
|
|
||
Prior-service costs
|
|
$
|
22
|
|
(2)
|
Salaries and Employee Benefits
|
Actuarial gains/(losses)
|
|
(116
|
)
|
(2)
|
Salaries and Employee Benefits
|
|
|
|
(94
|
)
|
|
Total before Tax
|
|
|
|
37
|
|
|
Provision for Income Taxes
|
|
|
|
$
|
(57
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
Total reclassifications for the period
|
|
$
|
25
|
|
|
Net of Tax
|
|
|
|
|
|
||
September 30, 2013
|
|
|
|
|
||
|
|
|
|
|
||
Unrealized gains and losses on available-for-sale securities
|
|
|
|
|
||
|
|
$
|
—
|
|
|
Gain on Securities Transactions
|
|
|
—
|
|
|
Total before Tax
|
|
|
|
—
|
|
|
Provision for Income Taxes
|
|
|
|
$
|
—
|
|
|
Net of Tax
|
|
|
|
|
|
||
Amortization of defined benefit pension items
|
|
|
|
|
||
Prior-service costs
|
|
$
|
(1
|
)
|
(2)
|
Salaries and Employee Benefits
|
Actuarial gains/(losses)
|
|
(390
|
)
|
(2)
|
Salaries and Employee Benefits
|
|
|
|
(391
|
)
|
|
Total before Tax
|
|
|
|
155
|
|
|
Provision for Income Taxes
|
|
|
|
$
|
(236
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
Total reclassifications for the period
|
|
$
|
(236
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
|
|
|
|
|
Reclassifications Out of Accumulated Other Comprehensive Income
(1)
|
||||||
|
||||||
|
|
Amounts Reclassified
|
|
|
||
Details about Accumulated Other
|
|
from Accumulated Other
|
|
Affected Line Item in the Statement
|
||
Comprehensive Income (Loss) Components
|
|
Comprehensive Income
|
|
Where Net Income Is Presented
|
||
|
|
|
|
|
||
|
|
|
|
|
||
For the Year-to-date periods ended:
|
|
|
|
|
||
|
|
|
|
|
||
September 30, 2014
|
|
|
|
|
||
|
|
|
|
|
||
Unrealized gains and losses on available-for-sale securities
|
|
|
|
|
||
|
|
$
|
110
|
|
|
Gain on Securities Transactions
|
|
|
110
|
|
|
Total before Tax
|
|
|
|
(44
|
)
|
|
Provision for Income Taxes
|
|
|
|
$
|
66
|
|
|
Net of Tax
|
|
|
|
|
|
||
Amortization of defined benefit pension items
|
|
|
|
|
||
Prior-service costs
|
|
$
|
65
|
|
(2)
|
Salaries and Employee Benefits
|
Actuarial gains/(losses)
|
|
(346
|
)
|
(2)
|
Salaries and Employee Benefits
|
|
|
|
(281
|
)
|
|
Total before Tax
|
|
|
|
111
|
|
|
Provision for Income Taxes
|
|
|
|
$
|
(170
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
Total reclassifications for the period
|
|
$
|
(104
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
|
|
|
|
|
||
September 30, 2013
|
|
|
|
|
||
|
|
|
|
|
||
Unrealized gains and losses on available-for-sale securities
|
|
|
|
|
||
|
|
$
|
540
|
|
|
Gain on Securities Transactions
|
|
|
540
|
|
|
Total before Tax
|
|
|
|
(214
|
)
|
|
Provision for Income Taxes
|
|
|
|
$
|
326
|
|
|
Net of Tax
|
|
|
|
|
|
||
Amortization of defined benefit pension items
|
|
|
|
|
||
Prior-service costs
|
|
(1
|
)
|
(2)
|
Salaries and Employee Benefits
|
|
Actuarial gains/(losses)
|
|
$
|
(1,173
|
)
|
(2)
|
Salaries and Employee Benefits
|
|
|
(1,174
|
)
|
|
Total before Tax
|
|
|
|
466
|
|
|
Provision for Income Taxes
|
|
|
|
$
|
(708
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
Total reclassifications for the period
|
|
$
|
(382
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
Select
|
|
|
||||||
|
|
Employees'
|
|
Executive
|
|
Postretirement
|
||||||
|
|
Pension
|
|
Retirement
|
|
Benefit
|
||||||
|
|
Plan
|
|
Plan
|
|
Plans
|
||||||
Net Periodic Benefit Cost
|
|
|
|
|
|
|
||||||
For the Three Months Ended September 30, 2014:
|
|
|
|
|
|
|
||||||
Service Cost
|
|
$
|
377
|
|
|
$
|
—
|
|
|
$
|
52
|
|
Interest Cost
|
|
298
|
|
|
55
|
|
|
49
|
|
|||
Expected Return on Plan Assets
|
|
(722
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of Prior Service (Credit) Cost
|
|
(11
|
)
|
|
18
|
|
|
(29
|
)
|
|||
Amortization of Net Loss
|
|
86
|
|
|
23
|
|
|
7
|
|
|||
Net Periodic Benefit Cost
|
|
$
|
28
|
|
|
$
|
96
|
|
|
$
|
79
|
|
|
|
|
|
|
|
|
||||||
Plan Contributions During the Period
|
|
$
|
—
|
|
|
$
|
119
|
|
|
$
|
72
|
|
|
|
|
|
|
|
|
||||||
For the Three Months Ended September 30, 2013:
|
|
|
|
|
|
|
||||||
Service Cost
|
|
$
|
367
|
|
|
$
|
5
|
|
|
$
|
51
|
|
Interest Cost
|
|
315
|
|
|
33
|
|
|
56
|
|
|||
Expected Return on Plan Assets
|
|
(716
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of Prior Service (Credit) Cost
|
|
10
|
|
|
19
|
|
|
(28
|
)
|
|||
Amortization of Net Loss
|
|
311
|
|
|
38
|
|
|
41
|
|
|||
Net Periodic Benefit Cost
|
|
$
|
287
|
|
|
$
|
95
|
|
|
$
|
120
|
|
|
|
|
|
|
|
|
||||||
Plan Contributions During the Period
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
77
|
|
|
|
|
|
|
|
|
||||||
Net Periodic Benefit Cost
|
|
|
|
|
|
|
||||||
For the Nine Months Ended September 30, 2014:
|
|
|
|
|
|
|
||||||
Service Cost
|
|
$
|
1,130
|
|
|
$
|
—
|
|
|
$
|
158
|
|
Interest Cost
|
|
896
|
|
|
164
|
|
|
221
|
|
|||
Expected Return on Plan Assets
|
|
(2,167
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of Prior Service Cost (Credit)
|
|
(33
|
)
|
|
54
|
|
|
(86
|
)
|
|||
Amortization of Net Loss
|
|
258
|
|
|
68
|
|
|
20
|
|
|||
Net Periodic Benefit Cost
|
|
$
|
84
|
|
|
$
|
286
|
|
|
$
|
313
|
|
|
|
|
|
|
|
|
||||||
Plan Contributions During the Period
|
|
$
|
—
|
|
|
$
|
356
|
|
|
$
|
300
|
|
|
|
|
|
|
|
|
||||||
Estimated Future Contributions in the Current Fiscal Year
|
|
$
|
—
|
|
|
$
|
119
|
|
|
$
|
72
|
|
|
|
|
|
|
|
|
||||||
For the Nine Months Ended September 30, 2013:
|
|
|
|
|
|
|
||||||
Service Cost
|
|
$
|
1,101
|
|
|
$
|
32
|
|
|
$
|
153
|
|
Interest Cost
|
|
944
|
|
|
81
|
|
|
206
|
|
|||
Expected Return on Plan Assets
|
|
(2,148
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of Prior Service (Credit) Cost
|
|
28
|
|
|
59
|
|
|
(86
|
)
|
|||
Amortization of Net Loss
|
|
935
|
|
|
114
|
|
|
124
|
|
|||
Net Periodic Benefit Cost
|
|
$
|
860
|
|
|
$
|
286
|
|
|
$
|
397
|
|
|
|
|
|
|
|
|
||||||
Plan Contributions During the Period
|
|
$
|
—
|
|
|
$
|
354
|
|
|
$
|
252
|
|
Earnings Per Share
|
|||||||||||||||
|
Quarterly Period Ended:
|
|
Year-to-Date Period Ended:
|
||||||||||||
|
September 30, 2014
|
|
September 30, 2013
|
|
September 30, 2014
|
|
September 30, 2013
|
||||||||
Earnings Per Share - Basic:
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
6,147
|
|
|
$
|
5,623
|
|
|
$
|
16,991
|
|
|
$
|
16,011
|
|
Weighted Average Shares - Basic
|
12,606
|
|
|
12,555
|
|
|
12,601
|
|
|
12,527
|
|
||||
Earnings Per Share - Basic
|
$
|
0.49
|
|
|
$
|
0.45
|
|
|
$
|
1.35
|
|
|
$
|
1.28
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings Per Share - Diluted:
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
6,147
|
|
|
$
|
5,623
|
|
|
$
|
16,991
|
|
|
$
|
16,011
|
|
Weighted Average Shares - Basic
|
12,606
|
|
|
12,555
|
|
|
12,601
|
|
|
12,527
|
|
||||
Dilutive Average Shares Attributable to Stock Options
|
15
|
|
|
36
|
|
|
12
|
|
|
21
|
|
||||
Weighted Average Shares - Diluted
|
12,621
|
|
|
12,591
|
|
|
12,613
|
|
|
12,548
|
|
||||
Earnings Per Share - Diluted
|
$
|
0.49
|
|
|
$
|
0.45
|
|
|
$
|
1.35
|
|
|
$
|
1.28
|
|
Antidilutive Shares Excluded from the Calculation
of Earnings Per Share
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
•
|
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
|
•
|
Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
|
•
|
Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
|
Schedule of Fair Values by Balance Sheet Grouping
|
|||||||||||||||||||
|
|
|
|
|
Fair Value Hierarchy
|
||||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
64,664
|
|
|
$
|
64,664
|
|
|
$
|
64,664
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities Available-for-Sale
|
374,335
|
|
|
374,335
|
|
|
—
|
|
|
374,335
|
|
|
—
|
|
|||||
Securities Held-to-Maturity
|
296,522
|
|
|
302,567
|
|
|
—
|
|
|
302,567
|
|
|
—
|
|
|||||
Federal Home Loan Bank and Federal
Reserve Bank Stock
|
3,001
|
|
|
3,001
|
|
|
3,001
|
|
|
—
|
|
|
—
|
|
|||||
Net Loans
|
1,366,147
|
|
|
1,371,368
|
|
|
—
|
|
|
—
|
|
|
1,371,368
|
|
|||||
Accrued Interest Receivable
|
6,629
|
|
|
6,629
|
|
|
6,629
|
|
|
—
|
|
|
—
|
|
|||||
Deposits
|
1,935,356
|
|
|
1,929,377
|
|
|
1,709,155
|
|
|
220,222
|
|
|
—
|
|
|||||
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase
|
19,654
|
|
|
19,654
|
|
|
19,654
|
|
|
—
|
|
|
—
|
|
|||||
Federal Home Loan Bank Term Advances
|
10,000
|
|
|
10,340
|
|
|
10,340
|
|
|
—
|
|
|
—
|
|
|||||
Junior Subordinated Obligations Issued
to Unconsolidated Subsidiary Trusts
|
20,000
|
|
|
20,000
|
|
|
—
|
|
|
20,000
|
|
|
—
|
|
|||||
Accrued Interest Payable
|
357
|
|
|
357
|
|
|
357
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
49,980
|
|
|
$
|
49,980
|
|
|
$
|
49,980
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities Available-for-Sale
|
457,606
|
|
|
457,606
|
|
|
—
|
|
|
457,606
|
|
|
—
|
|
|||||
Securities Held-to-Maturity
|
299,261
|
|
|
302,305
|
|
|
—
|
|
|
302,305
|
|
|
—
|
|
|||||
Federal Home Loan Bank and Federal
Reserve Bank Stock
|
6,281
|
|
|
6,281
|
|
|
6,281
|
|
|
—
|
|
|
—
|
|
|||||
Net Loans
|
1,252,038
|
|
|
1,266,020
|
|
|
—
|
|
|
—
|
|
|
1,266,020
|
|
|||||
Accrued Interest Receivable
|
5,745
|
|
|
5,745
|
|
|
5,745
|
|
|
—
|
|
|
—
|
|
|||||
Deposits
|
1,842,330
|
|
|
1,839,613
|
|
|
1,595,103
|
|
|
244,510
|
|
|
—
|
|
|||||
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase
|
11,777
|
|
|
11,777
|
|
|
11,777
|
|
|
—
|
|
|
—
|
|
|||||
Federal Home Loan Bank Term Advances
|
73,000
|
|
|
74,629
|
|
|
53,000
|
|
|
21,629
|
|
|
—
|
|
|||||
Junior Subordinated Obligations Issued
to Unconsolidated Subsidiary Trusts
|
20,000
|
|
|
20,000
|
|
|
—
|
|
|
20,000
|
|
|
—
|
|
|||||
Accrued Interest Payable
|
439
|
|
|
439
|
|
|
439
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
72,052
|
|
|
$
|
72,052
|
|
|
$
|
72,052
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities Available-for-Sale
|
486,888
|
|
|
486,888
|
|
|
—
|
|
|
486,888
|
|
|
—
|
|
|||||
Securities Held-to-Maturity
|
273,626
|
|
|
278,390
|
|
|
—
|
|
|
278,390
|
|
|
—
|
|
|||||
Federal Home Loan Bank and Federal
Reserve Bank Stock
|
3,896
|
|
|
3,896
|
|
|
3,896
|
|
|
—
|
|
|
—
|
|
|||||
Net Loans
|
1,228,786
|
|
|
1,246,005
|
|
|
—
|
|
|
—
|
|
|
1,246,005
|
|
|||||
Accrued Interest Receivable
|
6,614
|
|
|
6,614
|
|
|
6,614
|
|
|
—
|
|
|
—
|
|
|||||
Deposits
|
1,895,375
|
|
|
1,891,086
|
|
|
1,635,549
|
|
|
255,537
|
|
|
—
|
|
|||||
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase
|
15,977
|
|
|
15,977
|
|
|
15,977
|
|
|
—
|
|
|
—
|
|
|||||
Federal Home Loan Bank Term Advances
|
20,000
|
|
|
20,823
|
|
|
—
|
|
|
20,823
|
|
|
—
|
|
|||||
Junior Subordinated Obligations Issued
to Unconsolidated Subsidiary Trusts
|
20,000
|
|
|
20,000
|
|
|
—
|
|
|
20,000
|
|
|
—
|
|
|||||
Accrued Interest Payable
|
472
|
|
|
472
|
|
|
472
|
|
|
—
|
|
|
—
|
|
Examples of Forward-Looking Statements:
|
|
|
Topic
|
Page
|
Location
|
Impact of market rate structure on net interest margin, loan yields and deposit rates
|
44
|
1st paragraph under "Quarterly Taxable Equivalent Yield on Loans"
|
|
45
|
Last paragraph under "Quarterly Taxable Equivalent Yield on Loans"
|
|
56
|
Last paragraph under "Quantitative and Qualitative Disclosures about Market Risk
|
Provision for loan losses
|
47
|
1st paragraph in section
|
Future level of nonperforming assets
|
48
|
Last 3 paragraphs under "Risk Elements"
|
Future level of residential real estate loans
|
44
|
2nd paragraph under "Residential Real Estate Loans"
|
Future level of indirect consumer loans
|
44
|
Last paragraph under "Automobile Loans"
|
Future level of commercial loans
|
44
|
3rd paragraph under "Commercial, Commercial Real Estate and Construction and Land Development Loans"
|
Future compliance with regulatory capital standards
|
39
|
1st paragraph under "Regulatory Capital and Increase in Stockholders' Equity"
|
|
48
|
"Important Future Changes to Regulatory Capital Standards"
|
Liquidity
|
51
|
2nd full paragraph
|
Fees for other services to customers
|
52
|
3rd paragraph under "Noninterest Income"
|
Impact of changes in mortgage rates
|
46
|
Paragraph under "Investment Sales, Purchases and Maturities"
|
VISA
|
40
|
"VISA Class B Common Stock"
|
a.
|
rapid and dramatic changes in economic and market conditions, such as the U.S. economy experienced in the early stages of the 2008-2009 "financial crisis;"
|
d.
|
significant new banking laws and regulations, including an assortment of banking regulations recently issued or still to be issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act or Dodd-Frank);
|
e.
|
unexpected or enhanced competition from new or unforeseen sources;
|
f.
|
network attacks or unauthorized access to computer systems and network infrastructure, interruptions of service and other security risks; and
|
g.
|
similar uncertainties inherent in banking operations, the financial world, or governmental finance generally, such as periodic heightened concerns about U.S. or state governmental budgets, deficits, spending and taxes.
|
Selected Quarterly Information - Unaudited
(dollars in thousands)
|
|||||||||||||||||||
Quarter Ended
|
09/30/2014
|
|
06/30/2014
|
|
03/31/2014
|
|
12/31/2013
|
|
09/30/2013
|
||||||||||
Net Income
|
$
|
6,147
|
|
|
$
|
5,524
|
|
|
$
|
5,320
|
|
|
$
|
5,784
|
|
|
$
|
5,623
|
|
Transactions Recorded in Net Income (Net of Tax):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (Loss) Gain on Securities Transactions
|
83
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Gain on Sales of Loans
|
129
|
|
|
100
|
|
|
74
|
|
|
114
|
|
|
100
|
|
|||||
Share and Per Share Data:
1
|
|
|
|
|
|
|
|
|
|
||||||||||
Period End Shares Outstanding
|
12,605
|
|
|
12,597
|
|
|
12,597
|
|
|
12,607
|
|
|
12,576
|
|
|||||
Basic Average Shares Outstanding
|
12,606
|
|
|
12,595
|
|
|
12,602
|
|
|
12,586
|
|
|
12,555
|
|
|||||
Diluted Average Shares Outstanding
|
12,621
|
|
|
12,616
|
|
|
12,613
|
|
|
12,634
|
|
|
12,591
|
|
|||||
Basic Earnings Per Share
|
$
|
0.49
|
|
|
$
|
0.44
|
|
|
$
|
0.42
|
|
|
$
|
0.46
|
|
|
$
|
0.45
|
|
Diluted Earnings Per Share
|
0.49
|
|
|
0.44
|
|
|
0.42
|
|
|
0.46
|
|
|
0.45
|
|
|||||
Cash Dividend Per Share
|
0.25
|
|
|
0.25
|
|
|
0.25
|
|
|
0.25
|
|
|
0.24
|
|
|||||
Selected Quarterly Average Balances
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-Bearing Deposits at Banks
|
$
|
15,041
|
|
|
$
|
22,486
|
|
|
$
|
17,184
|
|
|
$
|
46,853
|
|
|
$
|
14,096
|
|
Investment Securities
|
653,702
|
|
|
712,088
|
|
|
755,008
|
|
|
762,768
|
|
|
744,928
|
|
|||||
Loans
|
1,361,347
|
|
|
1,328,639
|
|
|
1,284,649
|
|
|
1,254,957
|
|
|
1,224,840
|
|
|||||
Deposits
|
1,861,115
|
|
|
1,900,399
|
|
|
1,887,589
|
|
|
1,904,922
|
|
|
1,800,181
|
|
|||||
Other Borrowed Funds
|
67,291
|
|
|
60,900
|
|
|
68,375
|
|
|
62,038
|
|
|
92,073
|
|
|||||
Shareholders’ Equity
|
199,518
|
|
|
196,478
|
|
|
194,127
|
|
|
184,506
|
|
|
179,634
|
|
|||||
Total Assets
|
2,154,307
|
|
|
2,183,611
|
|
|
2,176,038
|
|
|
2,176,264
|
|
|
2,095,017
|
|
|||||
Return on Average Assets
|
1.13
|
%
|
|
1.01
|
%
|
|
0.99
|
%
|
|
1.05
|
%
|
|
1.06
|
%
|
|||||
Return on Average Equity
|
12.22
|
%
|
|
11.28
|
%
|
|
11.11
|
%
|
|
12.44
|
%
|
|
12.42
|
%
|
|||||
Return on Tangible Equity
2
|
14.04
|
%
|
|
12.99
|
%
|
|
12.84
|
%
|
|
14.50
|
%
|
|
14.55
|
%
|
|||||
Average Earning Assets
|
$
|
2,030,090
|
|
|
$
|
2,063,213
|
|
|
$
|
2,056,841
|
|
|
$
|
2,064,578
|
|
|
$
|
1,983,864
|
|
Average Interest-Bearing Liabilities
|
1,626,327
|
|
|
1,680,149
|
|
|
1,678,080
|
|
|
1,686,993
|
|
|
1,614,873
|
|
|||||
Interest Income, Tax-Equivalent
|
17,834
|
|
|
17,837
|
|
|
17,439
|
|
|
17,633
|
|
|
17,032
|
|
|||||
Interest Expense
|
1,399
|
|
|
1,555
|
|
|
1,594
|
|
|
1,713
|
|
|
1,747
|
|
|||||
Net Interest Income, Tax-Equivalent
|
16,435
|
|
|
16,282
|
|
|
15,845
|
|
|
15,920
|
|
|
15,285
|
|
|||||
Tax-Equivalent Adjustment
|
1,074
|
|
|
1,142
|
|
|
1,173
|
|
|
1,174
|
|
|
1,158
|
|
|||||
Net Interest Margin
3
|
3.21
|
%
|
|
3.17
|
%
|
|
3.12
|
%
|
|
3.06
|
%
|
|
3.06
|
%
|
|||||
Efficiency Ratio Calculation
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest Expense
|
$
|
13,526
|
|
|
$
|
13,737
|
|
|
$
|
13,466
|
|
|
$
|
13,385
|
|
|
$
|
13,133
|
|
Less: Intangible Asset Amortization
|
(94
|
)
|
|
(94
|
)
|
|
(106
|
)
|
|
(108
|
)
|
|
(108
|
)
|
|||||
Net Noninterest Expense
|
$
|
13,432
|
|
|
$
|
13,643
|
|
|
$
|
13,360
|
|
|
$
|
13,277
|
|
|
$
|
13,025
|
|
Net Interest Income, Tax-Equivalent
|
$
|
16,435
|
|
|
$
|
16,282
|
|
|
$
|
15,845
|
|
|
$
|
15,920
|
|
|
$
|
15,285
|
|
Noninterest Income
|
7,351
|
|
|
7,019
|
|
|
6,886
|
|
|
6,877
|
|
|
6,939
|
|
|||||
Less: Net Securities (Gain) Loss
|
(137
|
)
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Gross Income
|
$
|
23,649
|
|
|
$
|
23,328
|
|
|
$
|
22,731
|
|
|
$
|
22,797
|
|
|
$
|
22,224
|
|
Efficiency Ratio
|
56.80
|
%
|
|
58.48
|
%
|
|
58.77
|
%
|
|
58.24
|
%
|
|
58.61
|
%
|
|||||
Period-End Capital Information
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Stockholders’ Equity (i.e. Book Value)
|
$
|
200,089
|
|
|
$
|
197,616
|
|
|
$
|
194,491
|
|
|
$
|
192,154
|
|
|
$
|
182,683
|
|
Book Value per Share
|
15.87
|
|
|
15.69
|
|
|
15.44
|
|
|
15.24
|
|
|
14.53
|
|
|||||
Intangible Assets
|
25,747
|
|
|
25,868
|
|
|
25,999
|
|
|
26,143
|
|
|
26,273
|
|
|||||
Tangible Book Value per Share
2
|
13.83
|
|
|
13.63
|
|
|
13.38
|
|
|
13.17
|
|
|
12.44
|
|
|||||
Capital Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 Leverage Ratio
|
9.68
|
%
|
|
9.39
|
%
|
|
9.30
|
%
|
|
9.19
|
%
|
|
9.37
|
%
|
|||||
Tier 1 Risk-Based Capital Ratio
|
14.41
|
%
|
|
14.49
|
%
|
|
14.55
|
%
|
|
14.70
|
%
|
|
14.59
|
%
|
|||||
Total Risk-Based Capital Ratio
|
15.48
|
%
|
|
15.57
|
%
|
|
15.62
|
%
|
|
15.77
|
%
|
|
15.69
|
%
|
|||||
Assets Under Trust Administration
and Investment Management
|
$1,199,930
|
|
$1,214,841
|
|
$1,182,661
|
|
$1,174,891
|
|
$1,111,085
|
|
|
|
|
|
|
|
||||
Selected Nine-Month Period Information
(Dollars In Thousands, Except Per Share Amounts)
|
||||||||||
Year-to-Date Period Ended
|
|
|
|
09/30/2014
|
|
09/30/2013
|
||||
Net Income
|
|
|
|
16,991
|
|
|
$
|
16,011
|
|
|
Transactions Recorded in Net Income (Net of Tax):
|
|
|
|
|
|
|
||||
Net Securities (Loss) Gain
|
|
|
66
|
|
|
326
|
|
|||
Net Gain on Sales of Loans
|
|
|
303
|
|
|
767
|
|
|||
|
|
|
|
|
|
|
||||
Period-End Shares Outstanding
|
|
|
|
12,605
|
|
|
12,576
|
|
||
Basic Average Shares Outstanding
|
|
|
|
12,601
|
|
|
12,527
|
|
||
Diluted Average Shares Outstanding
|
|
|
|
12,613
|
|
|
12,548
|
|
||
Basic Earnings Per Share
|
|
|
|
$
|
1.35
|
|
|
$
|
1.28
|
|
Diluted Earnings Per Share
|
|
|
|
1.35
|
|
|
1.28
|
|
||
Cash Dividends Per Share
|
|
|
|
0.74
|
|
|
0.72
|
|
||
|
|
|
|
|
|
|
||||
Average Assets
|
|
|
|
$
|
2,171,239
|
|
|
$
|
2,078,027
|
|
Average Equity
|
|
|
|
196,728
|
|
|
178,468
|
|
||
Return on Average Assets
|
|
|
|
1.05
|
%
|
|
1.03
|
%
|
||
Return on Average Equity
|
|
|
|
11.55
|
%
|
|
11.99
|
%
|
||
|
|
|
|
|
|
|
||||
Average Earning Assets
|
|
|
|
$
|
2,049,949
|
|
|
$
|
1,963,363
|
|
Average Interest-Bearing Liabilities
|
|
|
|
1,661,329
|
|
|
1,615,615
|
|
||
Interest Income, Tax-equivalent
1
|
|
|
|
53,110
|
|
|
51,080
|
|
||
Interest Expense
|
|
|
|
4,548
|
|
|
6,209
|
|
||
Net Interest Income, Tax-equivalent
1
|
|
|
|
48,562
|
|
|
44,871
|
|
||
Tax-equivalent Adjustment
|
|
|
|
3,389
|
|
|
3,401
|
|
||
Net Interest Margin
1
|
|
|
|
3.17
|
%
|
|
3.06
|
%
|
||
Efficiency Ratio Calculation
1
|
|
|
|
|
|
|
||||
Noninterest Expense
|
|
|
|
$
|
40,729
|
|
|
$
|
39,818
|
|
Less: Intangible Asset Amortization
|
|
|
|
(294
|
)
|
|
(344
|
)
|
||
Net Noninterest Expense
|
|
|
|
$
|
40,435
|
|
|
$
|
39,474
|
|
Net Interest Income, Tax-equivalent
1
|
|
|
|
$
|
48,562
|
|
|
$
|
44,871
|
|
Noninterest Income
|
|
|
|
21,256
|
|
|
21,184
|
|
||
Less: Net Securities Gain
|
|
|
|
(110
|
)
|
|
(540
|
)
|
||
Net Gross Income, Adjusted
|
|
|
|
$
|
69,708
|
|
|
$
|
65,515
|
|
Efficiency Ratio
1
|
|
|
|
58.01
|
%
|
|
60.25
|
%
|
||
Period-End Capital Information
:
|
|
|
|
|
|
|
||||
Tier 1 Leverage Ratio
|
|
|
|
9.43
|
%
|
|
9.10
|
%
|
||
Total Stockholders' Equity (i.e. Book Value)
|
|
|
|
$
|
200,089
|
|
|
$
|
182,683
|
|
Book Value per Share
|
|
|
|
15.87
|
|
|
14.53
|
|
||
Intangible Assets
|
|
|
|
25,747
|
|
|
26,273
|
|
||
Tangible Book Value per Share
1
|
|
|
|
13.83
|
|
|
12.44
|
|
||
Asset Quality Information:
|
|
|
|
|
|
|
||||
Net Loans Charged-off as a
Percentage of Average Loans, Annualized
|
|
|
|
0.06
|
%
|
|
0.10
|
%
|
||
Provision for Loan Losses as a
Percentage of Average Loans, Annualized
|
|
|
|
0.14
|
%
|
|
0.02
|
%
|
||
Allowance for Loan Losses as a
Percentage of Period-end Loans
|
|
|
|
1.11
|
%
|
|
1.17
|
%
|
||
Allowance for Loan Losses as a
Percentage of Nonperforming Loans
|
|
|
|
192.00
|
%
|
|
193.32
|
%
|
||
Nonperforming Loans as a
Percentage of Period-end Loans
|
|
|
|
0.58
|
%
|
|
0.61
|
%
|
||
Nonperforming Assets as a
Percentage of Period-end Total Assets
|
|
|
|
0.38
|
%
|
|
0.37
|
%
|
||
|
|
|
|
|
|
|
||||
1
See “Use of Non-GAAP Financial Measures” on page 35.
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Average Consolidated Balance Sheets and Net Interest Income Analysis
(see “Use of Non-GAAP Financial Measures” on page 35)
(Fully Taxable Basis using a marginal tax rate of 35%)
(Dollars In Thousands)
|
|||||||||||||||||||||
Quarter Ended September 30:
|
2014
|
|
2013
|
||||||||||||||||||
|
|
|
Interest
|
|
Rate
|
|
|
|
Interest
|
|
Rate
|
||||||||||
|
Average
|
|
Income/
|
|
Earned/
|
|
Average
|
|
Income/
|
|
Earned/
|
||||||||||
|
Balance
|
|
Expense
|
|
Paid
|
|
Balance
|
|
Expense
|
|
Paid
|
||||||||||
Interest-Bearing Deposits at Banks
|
$
|
15,041
|
|
|
$
|
12
|
|
|
0.32
|
%
|
|
$
|
14,096
|
|
|
$
|
11
|
|
|
0.31
|
%
|
Investment Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fully Taxable
|
383,827
|
|
|
1,924
|
|
|
1.99
|
|
|
416,015
|
|
|
1,559
|
|
|
1.49
|
|
||||
Exempt from Federal Taxes
|
269,875
|
|
|
2,347
|
|
|
3.45
|
|
|
328,913
|
|
|
2,544
|
|
|
3.07
|
|
||||
Loans
|
1,361,347
|
|
|
13,551
|
|
|
3.95
|
|
|
1,224,840
|
|
|
12,918
|
|
|
4.18
|
|
||||
Total Earning Assets
|
2,030,090
|
|
|
17,834
|
|
|
3.49
|
|
|
1,983,864
|
|
|
17,032
|
|
|
3.41
|
|
||||
Allowance for Loan Losses
|
(14,961
|
)
|
|
|
|
|
|
(14,670
|
)
|
|
|
|
|
||||||||
Cash and Due From Banks
|
31,485
|
|
|
|
|
|
|
32,457
|
|
|
|
|
|
||||||||
Other Assets
|
107,693
|
|
|
|
|
|
|
93,366
|
|
|
|
|
|
||||||||
Total Assets
|
$
|
2,154,307
|
|
|
|
|
|
|
$
|
2,095,017
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NOW Accounts
|
$
|
801,998
|
|
|
386
|
|
|
0.19
|
|
|
$
|
749,654
|
|
|
423
|
|
|
0.22
|
|
||
Savings Deposits
|
530,057
|
|
|
218
|
|
|
0.16
|
|
|
509,014
|
|
|
240
|
|
|
0.19
|
|
||||
Time Deposits of $100,000 or More
|
69,351
|
|
|
195
|
|
|
1.12
|
|
|
85,757
|
|
|
297
|
|
|
1.37
|
|
||||
Other Time Deposits
|
157,630
|
|
|
335
|
|
|
0.84
|
|
|
178,375
|
|
|
470
|
|
|
1.05
|
|
||||
Total Interest-Bearing Deposits
|
1,559,036
|
|
|
1,134
|
|
|
0.29
|
|
|
1,522,800
|
|
|
1,430
|
|
|
0.37
|
|
||||
Short-Term Borrowings
|
37,291
|
|
|
23
|
|
|
0.24
|
|
|
52,073
|
|
|
40
|
|
|
0.30
|
|
||||
FHLBNY Term Advances and Other Long-Term Debt
|
30,000
|
|
|
242
|
|
|
3.20
|
|
|
40,000
|
|
|
277
|
|
|
2.75
|
|
||||
Total Interest-Bearing Liabilities
|
1,626,327
|
|
|
1,399
|
|
|
0.34
|
|
|
1,614,873
|
|
|
1,747
|
|
|
0.43
|
|
||||
Demand Deposits
|
302,079
|
|
|
|
|
|
|
277,381
|
|
|
|
|
|
||||||||
Other Liabilities
|
26,383
|
|
|
|
|
|
|
23,129
|
|
|
|
|
|
||||||||
Total Liabilities
|
1,954,789
|
|
|
|
|
|
|
1,915,383
|
|
|
|
|
|
||||||||
Stockholders’ Equity
|
199,518
|
|
|
|
|
|
|
179,634
|
|
|
|
|
|
||||||||
Total Liabilities and Stockholders’ Equity
|
$
|
2,154,307
|
|
|
|
|
|
|
$
|
2,095,017
|
|
|
|
|
|
||||||
Net Interest Income (Tax-equivalent Basis)
|
|
|
16,435
|
|
|
|
|
|
|
15,285
|
|
|
|
||||||||
Reversal of Tax Equivalent Adjustment
|
|
|
(1,074
|
)
|
|
0.21
|
%
|
|
|
|
(1,158
|
)
|
|
0.23
|
%
|
||||||
Net Interest Income
|
|
|
$
|
15,361
|
|
|
|
|
|
|
$
|
14,127
|
|
|
|
||||||
Net Interest Spread
|
|
|
|
|
3.15
|
%
|
|
|
|
|
|
2.98
|
%
|
||||||||
Net Interest Margin
|
|
|
|
|
3.21
|
%
|
|
|
|
|
|
3.06
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Average Consolidated Balance Sheets and Net Interest Income Analysis
(see “Use of Non-GAAP Financial Measures” on page 35)
(Fully Taxable Basis using a marginal tax rate of 35%)
(Dollars In Thousands)
|
|||||||||||||||||||||
Nine-Month Period Ended September 30:
|
2014
|
|
2013
|
||||||||||||||||||
|
|
|
Interest
|
|
Rate
|
|
|
|
Interest
|
|
Rate
|
||||||||||
|
Average
|
|
Income/
|
|
Earned/
|
|
Average
|
|
Income/
|
|
Earned/
|
||||||||||
|
Balance
|
|
Expense
|
|
Paid
|
|
Balance
|
|
Expense
|
|
Paid
|
||||||||||
Interest-Bearing Deposits at Banks
|
$
|
18,229
|
|
|
$
|
41
|
|
|
0.30
|
%
|
|
$
|
27,192
|
|
|
$
|
57
|
|
|
0.28
|
%
|
Investment Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fully Taxable
|
411,730
|
|
|
5,981
|
|
|
1.94
|
|
|
431,904
|
|
|
5,003
|
|
|
1.55
|
|
||||
Exempt from Federal Taxes
|
294,831
|
|
|
7,401
|
|
|
3.36
|
|
|
310,815
|
|
|
7,537
|
|
|
3.24
|
|
||||
Loans
|
1,325,159
|
|
|
39,687
|
|
|
4.00
|
|
|
1,193,452
|
|
|
38,483
|
|
|
4.31
|
|
||||
Total Earning Assets
|
2,049,949
|
|
|
53,110
|
|
|
3.46
|
|
|
1,963,363
|
|
|
51,080
|
|
|
3.48
|
|
||||
Allowance for Loan Losses
|
(14,650
|
)
|
|
|
|
|
|
(14,859
|
)
|
|
|
|
|
||||||||
Cash and Due From Banks
|
30,167
|
|
|
|
|
|
|
31,026
|
|
|
|
|
|
||||||||
Other Assets
|
105,773
|
|
|
|
|
|
|
98,497
|
|
|
|
|
|
||||||||
Total Assets
|
$
|
2,171,239
|
|
|
|
|
|
|
$
|
2,078,027
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NOW Accounts
|
$
|
841,529
|
|
|
1,345
|
|
|
0.21
|
|
|
$
|
779,063
|
|
|
1,987
|
|
|
0.34
|
|
||
Savings Deposits
|
520,243
|
|
|
663
|
|
|
0.17
|
|
|
481,465
|
|
|
785
|
|
|
0.22
|
|
||||
Time Deposits of $100,000 or More
|
72,251
|
|
|
626
|
|
|
1.16
|
|
|
88,026
|
|
|
921
|
|
|
1.40
|
|
||||
Other Time Deposits
|
161,788
|
|
|
1,085
|
|
|
0.90
|
|
|
183,196
|
|
|
1,529
|
|
|
1.12
|
|
||||
Total Interest-Bearing Deposits
|
1,595,811
|
|
|
3,719
|
|
|
0.31
|
|
|
1,531,750
|
|
|
5,222
|
|
|
0.46
|
|
||||
Short-Term Borrowings
|
30,170
|
|
|
54
|
|
|
0.24
|
|
|
37,235
|
|
|
76
|
|
|
0.27
|
|
||||
FHLBNY Term Advances and Other Long-Term Debt
|
35,348
|
|
|
775
|
|
|
2.93
|
|
|
46,630
|
|
|
911
|
|
|
2.61
|
|
||||
Total Interest-Bearing Liabilities
|
1,661,329
|
|
|
4,548
|
|
|
0.37
|
|
|
1,615,615
|
|
|
6,209
|
|
|
0.51
|
|
||||
Demand Deposits
|
287,126
|
|
|
|
|
|
|
259,900
|
|
|
|
|
|
||||||||
Other Liabilities
|
26,056
|
|
|
|
|
|
|
24,044
|
|
|
|
|
|
||||||||
Total Liabilities
|
1,974,511
|
|
|
|
|
|
|
1,899,559
|
|
|
|
|
|
||||||||
Stockholders’ Equity
|
196,728
|
|
|
|
|
|
|
178,468
|
|
|
|
|
|
||||||||
Total Liabilities and Stockholders’ Equity
|
$
|
2,171,239
|
|
|
|
|
|
|
$
|
2,078,027
|
|
|
|
|
|
||||||
Net Interest Income (Tax-equivalent Basis)
|
|
|
48,562
|
|
|
|
|
|
|
44,871
|
|
|
|
||||||||
Reversal of Tax Equivalent Adjustment
|
|
|
(3,389
|
)
|
|
0.22
|
%
|
|
|
|
(3,401
|
)
|
|
0.23
|
%
|
||||||
Net Interest Income
|
|
|
$
|
45,173
|
|
|
|
|
|
|
$
|
41,470
|
|
|
|
||||||
Net Interest Spread
|
|
|
|
|
3.09
|
%
|
|
|
|
|
|
2.97
|
%
|
||||||||
Net Interest Margin
|
|
|
|
|
3.17
|
%
|
|
|
|
|
|
3.06
|
%
|
|
At Period-End
|
|
$ Change
|
|
$ Change
|
|
% Change
|
|
% Change
|
||||||||||||||||
|
September 30, 2014
|
|
December 31, 2013
|
|
September 30, 2013
|
|
From December
|
|
From September
|
|
From December
|
|
From September
|
||||||||||||
Interest-Bearing Bank Balances
|
$
|
17,893
|
|
|
$
|
12,705
|
|
|
$
|
24,539
|
|
|
$
|
5,188
|
|
|
$
|
(6,646
|
)
|
|
40.8
|
%
|
|
(27.1
|
)%
|
Securities Available-for-Sale
|
374,335
|
|
|
457,606
|
|
|
486,888
|
|
|
(83,271
|
)
|
|
(112,553
|
)
|
|
(18.2
|
)%
|
|
(23.1
|
)%
|
|||||
Securities Held-to-Maturity
|
296,522
|
|
|
299,261
|
|
|
273,626
|
|
|
(2,739
|
)
|
|
22,896
|
|
|
(0.9
|
)%
|
|
8.4
|
%
|
|||||
Loans
(1)
|
1,381,440
|
|
|
1,266,472
|
|
|
1,243,370
|
|
|
114,968
|
|
|
138,070
|
|
|
9.1
|
%
|
|
11.1
|
%
|
|||||
Allowance for Loan Losses
|
15,293
|
|
|
14,434
|
|
|
14,584
|
|
|
859
|
|
|
709
|
|
|
6.0
|
%
|
|
4.9
|
%
|
|||||
Earning Assets
(1)
|
2,073,191
|
|
|
2,042,325
|
|
|
2,032,319
|
|
|
30,866
|
|
|
40,872
|
|
|
1.5
|
%
|
|
2.0
|
%
|
|||||
Total Assets
|
2,208,745
|
|
|
2,163,698
|
|
|
2,156,858
|
|
|
45,047
|
|
|
51,887
|
|
|
2.1
|
%
|
|
2.4
|
%
|
|||||
Demand Deposits
|
296,384
|
|
|
278,958
|
|
|
280,326
|
|
|
17,426
|
|
|
16,058
|
|
|
6.2
|
%
|
|
5.7
|
%
|
|||||
NOW Accounts
|
887,865
|
|
|
817,366
|
|
|
839,213
|
|
|
70,499
|
|
|
48,652
|
|
|
8.6
|
%
|
|
5.8
|
%
|
|||||
Savings Deposits
|
524,906
|
|
|
498,779
|
|
|
516,010
|
|
|
26,127
|
|
|
8,896
|
|
|
5.2
|
%
|
|
1.7
|
%
|
|||||
Time Deposits of $100,000 or More
|
69,797
|
|
|
78,928
|
|
|
83,702
|
|
|
(9,131
|
)
|
|
(13,905
|
)
|
|
(11.6
|
)%
|
|
(16.6
|
)%
|
|||||
Other Time Deposits
|
156,404
|
|
|
168,299
|
|
|
176,124
|
|
|
(11,895
|
)
|
|
(19,720
|
)
|
|
(7.1
|
)%
|
|
(11.2
|
)%
|
|||||
Total Deposits
|
$
|
1,935,356
|
|
|
$
|
1,842,330
|
|
|
$
|
1,895,375
|
|
|
$
|
93,026
|
|
|
$
|
39,981
|
|
|
5.0
|
%
|
|
2.1
|
%
|
Federal Funds Purchased and
Securities Sold Under Agreements
to Repurchase
|
$
|
19,654
|
|
|
$
|
11,777
|
|
|
$
|
15,977
|
|
|
$
|
7,877
|
|
|
$
|
3,677
|
|
|
66.9
|
%
|
|
23.0
|
%
|
FHLB Advances - Overnight
|
—
|
|
|
53,000
|
|
|
—
|
|
|
(53,000
|
)
|
|
—
|
|
|
(100.0
|
)%
|
|
—
|
%
|
|||||
FHLB Advances - Term
|
10,000
|
|
|
20,000
|
|
|
20,000
|
|
|
(10,000
|
)
|
|
(10,000
|
)
|
|
(50.0
|
)%
|
|
(50.0
|
)%
|
|||||
Stockholders' Equity
|
200,089
|
|
|
192,154
|
|
|
182,683
|
|
|
7,935
|
|
|
17,406
|
|
|
4.1
|
%
|
|
9.5
|
%
|
1.
|
Commercial and commercial real estate loans
. Our
September 30, 2014
balance for this segment increased by $33.6 million, or 8.3%, from the
December 31, 2013
total. The increase was fueled by our acquisition of several large loan participations on loans extended by regional banks to their commercial borrowers, while demand generally continued to be strong to moderate.
|
2.
|
Residential real estate loans
. The period-end balance increased by $56.2 million, or 12.2%, from
December 31, 2013
. We continued to sell some of our residential mortgage originations during the nine-month period to Freddie Mac, although a smaller percentage than we sold in the same period the prior year. Demand for new mortgage loans was modest throughout the period.
|
3.
|
Automobile loans (primarily through indirect lending)
. The balance of these loans at
September 30, 2014
, increased by $25.3 million, or 6.4%, from the
December 31, 2013
balance, reflecting a modest resurgence of automobile sales region-wide and an expansion of our dealer network for indirect lending, as dealer sales in the region rebounded from a slow start to the year due to the effects of a cold and snowy winter in the northeast.
|
|
Quarter Ended
|
||||||||||||||||||
|
9/30/2014
|
|
6/30/2014
|
|
3/31/2014
|
|
12/31/2013
|
|
9/30/2013
|
||||||||||
Demand Deposits
|
$
|
302,079
|
|
|
$
|
281,150
|
|
|
$
|
277,884
|
|
|
$
|
279,967
|
|
|
$
|
277,381
|
|
NOW Accounts
|
801,998
|
|
|
865,910
|
|
|
857,286
|
|
|
855,106
|
|
|
749,654
|
|
|||||
Savings Deposits
|
530,057
|
|
|
520,028
|
|
|
510,428
|
|
|
517,542
|
|
|
509,014
|
|
|||||
Time Deposits of $100,000 or More
|
69,351
|
|
|
71,656
|
|
|
75,819
|
|
|
81,804
|
|
|
85,757
|
|
|||||
Other Time Deposits
|
157,630
|
|
|
161,655
|
|
|
166,172
|
|
|
170,503
|
|
|
178,375
|
|
|||||
Total Deposits
|
$
|
1,861,115
|
|
|
$
|
1,900,399
|
|
|
$
|
1,887,589
|
|
|
$
|
1,904,922
|
|
|
$
|
1,800,181
|
|
|
Quarter Ended
|
|||||||||||||
|
9/30/2014
|
|
06/30/2014
|
|
03/31/2014
|
|
12/31/2013
|
|
09/30/2013
|
|||||
Demand Deposits
|
16.2
|
%
|
|
14.8
|
%
|
|
14.7
|
%
|
|
14.7
|
%
|
|
15.4
|
%
|
NOW Accounts
|
43.1
|
|
|
45.5
|
|
|
45.5
|
|
|
44.8
|
|
|
41.6
|
|
Savings Deposits
|
28.5
|
|
|
27.4
|
|
|
27.0
|
|
|
27.2
|
|
|
28.3
|
|
Time Deposits of $100,000 or More
|
3.7
|
|
|
3.8
|
|
|
4.0
|
|
|
4.3
|
|
|
4.8
|
|
Other Time Deposits
|
8.5
|
|
|
8.5
|
|
|
8.8
|
|
|
9.0
|
|
|
9.9
|
|
Total Deposits
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Quarter Ended
|
|||||||||||||
|
9/30/2014
|
|
6/30/2014
|
|
3/31/2014
|
|
12/31/2013
|
|
9/30/2013
|
|||||
Demand Deposits
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
NOW Accounts
|
0.19
|
|
|
0.23
|
|
|
0.22
|
|
|
0.22
|
|
|
0.22
|
|
Savings Deposits
|
0.16
|
|
|
0.17
|
|
|
0.17
|
|
|
0.18
|
|
|
0.19
|
|
Time Deposits of $100,000 or More
|
1.12
|
|
|
1.13
|
|
|
1.23
|
|
|
1.34
|
|
|
1.37
|
|
Other Time Deposits
|
0.84
|
|
|
0.89
|
|
|
0.95
|
|
|
1.01
|
|
|
1.05
|
|
Total Deposits
|
0.24
|
|
|
0.27
|
|
|
0.28
|
|
|
0.30
|
|
|
0.32
|
|
|
Quarter Ended
|
||||||||||||||||||
|
9/30/2014
|
|
6/30/2014
|
|
3/31/2014
|
|
12/31/2013
|
|
9/30/2013
|
||||||||||
Commercial and Commercial Real Estate
|
$
|
435,729
|
|
|
$
|
431,614
|
|
|
$
|
412,507
|
|
|
$
|
397,503
|
|
|
$
|
386,973
|
|
Residential Real Estate
|
358,503
|
|
|
343,816
|
|
|
332,142
|
|
|
322,080
|
|
|
316,582
|
|
|||||
Home Equity
|
112,880
|
|
|
107,580
|
|
|
103,694
|
|
|
99,722
|
|
|
94,726
|
|
|||||
Consumer Loans - Automobile
|
428,092
|
|
|
419,407
|
|
|
409,723
|
|
|
408,273
|
|
|
398,329
|
|
|||||
Other Consumer Loans
(1)
|
26,143
|
|
|
26,222
|
|
|
26,583
|
|
|
27,379
|
|
|
28,230
|
|
|||||
Total Loans
|
$
|
1,361,347
|
|
|
$
|
1,328,639
|
|
|
$
|
1,284,649
|
|
|
$
|
1,254,957
|
|
|
$
|
1,224,840
|
|
|
Quarter Ended
|
|||||||||||||
|
9/30/2014
|
|
6/30/2014
|
|
3/31/2014
|
|
12/31/2013
|
|
9/30/2013
|
|||||
Commercial and Commercial Real Estate
|
32.0
|
%
|
|
32.5
|
%
|
|
32.1
|
%
|
|
31.7
|
%
|
|
31.6
|
%
|
Residential Real Estate
|
26.3
|
|
|
25.9
|
|
|
25.9
|
|
|
25.6
|
|
|
25.9
|
|
Home Equity
|
8.3
|
|
|
8.1
|
|
|
8.1
|
|
|
8.0
|
|
|
7.7
|
|
Consumer Loans - Automobile
|
31.5
|
|
|
31.5
|
|
|
31.9
|
|
|
32.5
|
|
|
32.5
|
|
Other Consumer Loans
(1)
|
1.9
|
|
|
2.0
|
|
|
2.0
|
|
|
2.2
|
|
|
2.3
|
|
Total Loans
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Quarter Ended
|
|||||||||||||
|
9/30/2014
|
|
6/30/2014
|
|
3/31/2014
|
|
12/31/2013
|
|
9/30/2013
|
|||||
Commercial and Commercial Real Estate
|
4.43
|
%
|
|
4.47
|
%
|
|
4.49
|
%
|
|
4.65
|
%
|
|
4.52
|
%
|
Residential Real Estate
|
4.40
|
|
|
4.50
|
|
|
4.55
|
|
|
4.53
|
|
|
4.62
|
|
Home Equity
|
2.93
|
|
|
2.93
|
|
|
2.95
|
|
|
2.94
|
|
|
2.98
|
|
Automobile
|
3.26
|
|
|
3.32
|
|
|
3.41
|
|
|
3.54
|
|
|
3.68
|
|
Other Consumer Loans
|
5.46
|
|
|
5.49
|
|
|
5.54
|
|
|
5.72
|
|
|
5.95
|
|
Total Loans
|
3.95
|
|
|
4.01
|
|
|
4.06
|
|
|
4.15
|
|
|
4.18
|
|
|
Fair Value at Period-End
|
|
Net Unrealized Gains (Losses)
|
||||||||||||||||||||
|
09/30/2014
|
|
12/31/2013
|
|
Change
|
|
09/30/2014
|
|
12/31/2013
|
|
Change
|
||||||||||||
Securities Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Agency Securities
|
$
|
134,051
|
|
|
$
|
136,475
|
|
|
$
|
(2,424
|
)
|
|
$
|
(434
|
)
|
|
$
|
(393
|
)
|
|
$
|
(41
|
)
|
State and Municipal Obligations
|
92,150
|
|
|
127,389
|
|
|
(35,239
|
)
|
|
351
|
|
|
165
|
|
|
186
|
|
||||||
Mortgage-Backed Securities-Residential
|
130,101
|
|
|
175,778
|
|
|
(45,677
|
)
|
|
3,993
|
|
|
4,457
|
|
|
(464
|
)
|
||||||
Corporate and Other Debt Securities
|
16,756
|
|
|
16,798
|
|
|
(42
|
)
|
|
(271
|
)
|
|
(344
|
)
|
|
73
|
|
||||||
Mutual Funds and Equity Securities
|
1,277
|
|
|
1,166
|
|
|
111
|
|
|
157
|
|
|
46
|
|
|
111
|
|
||||||
Total
|
$
|
374,335
|
|
|
$
|
457,606
|
|
|
$
|
(83,271
|
)
|
|
$
|
3,796
|
|
|
$
|
3,931
|
|
|
$
|
(135
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and Municipal Obligations
|
$
|
184,116
|
|
|
$
|
202,390
|
|
|
$
|
(18,274
|
)
|
|
$
|
5,417
|
|
|
$
|
4,184
|
|
|
$
|
1,233
|
|
Mortgage-Backed Securities-Residential
|
117,451
|
|
|
98,915
|
|
|
18,536
|
|
|
628
|
|
|
(1,140
|
)
|
|
1,768
|
|
||||||
Corporate and Other Debt Securities
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
302,567
|
|
|
$
|
302,305
|
|
|
$
|
262
|
|
|
$
|
6,045
|
|
|
$
|
3,044
|
|
|
$
|
3,001
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
Sales
|
09/30/2014
|
|
09/30/2013
|
|
09/30/2014
|
|
09/30/2013
|
||||||||
Available-For-Sale Portfolio:
|
|
|
|
|
|
|
|
||||||||
Mortgage-Backed Securities-Residential
|
$
|
9,044
|
|
|
$
|
—
|
|
|
$
|
9,044
|
|
|
$
|
10,666
|
|
U.S. Agency Securities
|
—
|
|
|
—
|
|
|
40,729
|
|
|
5,057
|
|
||||
Other
|
11
|
|
|
11
|
|
|
34
|
|
|
34
|
|
||||
Total
|
9,055
|
|
|
11
|
|
|
49,807
|
|
|
15,757
|
|
||||
Net Gains on Securities Transactions
|
137
|
|
|
—
|
|
|
110
|
|
|
527
|
|
||||
Proceeds on the Sales of Securities
|
$
|
9,192
|
|
|
$
|
11
|
|
|
$
|
49,917
|
|
|
$
|
16,284
|
|
|
|
|
|
|
|
|
|
||||||||
Held-to-Maturity Portfolio:
|
|
|
|
|
|
|
|
||||||||
State and Municipal Obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,168
|
|
Net Gains on Securities Transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Proceeds on the Sales of Securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,181
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
09/30/2014
|
|
09/30/2013
|
|
09/30/2014
|
|
09/30/2013
|
||||||||
Purchases
|
|
|
|
|
|
|
|
||||||||
U.S. Agency Securities
|
$
|
43,158
|
|
|
$
|
—
|
|
|
$
|
96,343
|
|
|
$
|
39,002
|
|
State and Municipal Obligations
|
—
|
|
|
13,504
|
|
|
4,308
|
|
|
73,668
|
|
||||
Other
|
11
|
|
|
11
|
|
|
33
|
|
|
8,617
|
|
||||
Total Purchases
|
$
|
43,169
|
|
|
$
|
13,515
|
|
|
$
|
100,684
|
|
|
$
|
121,287
|
|
|
|
|
|
|
|
|
|
||||||||
Maturities & Calls
|
$
|
24,569
|
|
|
$
|
29,178
|
|
|
$
|
131,861
|
|
|
$
|
89,857
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
09/30/2014
|
|
09/30/2013
|
|
09/30/2014
|
|
09/30/2013
|
||||||||
Purchases
|
|
|
|
|
|
|
|
||||||||
State and Municipal Obligations
|
$
|
7,587
|
|
|
$
|
8,288
|
|
|
$
|
14,530
|
|
|
$
|
37,400
|
|
Mortgage-Backed Securities-Residential
|
—
|
|
|
34,173
|
|
|
29,437
|
|
|
34,173
|
|
||||
Total Purchases
|
$
|
7,587
|
|
|
$
|
42,461
|
|
|
$
|
43,967
|
|
|
$
|
71,573
|
|
|
|
|
|
|
|
|
|
||||||||
Maturities & Calls
|
$
|
8,167
|
|
|
$
|
17,309
|
|
|
$
|
45,602
|
|
|
$
|
35,214
|
|
|
9/30/2014
|
|
|
06/30/2014
|
|
|
3/31/2014
|
|
|
12/31/2013
|
|
|
9/30/2013
|
|
|||||
Loan Balances:
|
|
|
|
|
|
|
|
|
|
||||||||||
Period-End Loans
|
$
|
1,381,440
|
|
|
$
|
1,344,124
|
|
|
$
|
1,310,423
|
|
|
$
|
1,266,472
|
|
|
$
|
1,243,370
|
|
Average Loans, Year-to-Date
|
1,325,159
|
|
|
1,306,766
|
|
|
1,284,649
|
|
|
1,208,954
|
|
|
1,193,452
|
|
|||||
Average Loans, Quarter-to-Date
|
1,361,347
|
|
|
1,328,639
|
|
|
1,284,649
|
|
|
1,254,957
|
|
|
1,224,840
|
|
|||||
Period-End Assets
|
2,208,745
|
|
|
2,153,051
|
|
|
2,221,581
|
|
|
2,163,698
|
|
|
2,156,858
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Loan Losses, Year-to-Date:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Loan Losses, Beginning of Period
|
$
|
14,434
|
|
|
$
|
14,434
|
|
|
$
|
14,434
|
|
|
$
|
15,298
|
|
|
$
|
15,298
|
|
Provision for Loan Losses, YTD
|
1,407
|
|
|
963
|
|
|
458
|
|
|
200
|
|
|
200
|
|
|||||
Loans Charged-off, YTD
|
(769
|
)
|
|
(504
|
)
|
|
(336
|
)
|
|
(1,411
|
)
|
|
(1,165
|
)
|
|||||
Recoveries of Loans Previously Charged-off
|
221
|
|
|
143
|
|
|
80
|
|
|
347
|
|
|
251
|
|
|||||
Net Charge-offs, YTD
|
(548
|
)
|
|
(361
|
)
|
|
(256
|
)
|
|
(1,064
|
)
|
|
(914
|
)
|
|||||
Allowance for Loan Losses, End of Period
|
$
|
15,293
|
|
|
$
|
15,036
|
|
|
$
|
14,636
|
|
|
$
|
14,434
|
|
|
$
|
14,584
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Loan Losses, Quarter-to-Date:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Loan Losses, Beginning of Period
|
$
|
15,036
|
|
|
$
|
14,636
|
|
|
$
|
14,434
|
|
|
$
|
14,584
|
|
|
$
|
14,678
|
|
Provision for Loan Losses, QTD
|
444
|
|
|
505
|
|
|
458
|
|
|
—
|
|
|
—
|
|
|||||
Loans Charged-off, QTD
|
(265
|
)
|
|
(168
|
)
|
|
(336
|
)
|
|
(246
|
)
|
|
(183
|
)
|
|||||
Recoveries of Loans Previously Charged-off
|
78
|
|
|
63
|
|
|
80
|
|
|
96
|
|
|
89
|
|
|||||
Net Charge-offs, QTD
|
(187
|
)
|
|
(105
|
)
|
|
(256
|
)
|
|
(150
|
)
|
|
(94
|
)
|
|||||
Allowance for Loan Losses, End of Period
|
$
|
15,293
|
|
|
$
|
15,036
|
|
|
$
|
14,636
|
|
|
$
|
14,434
|
|
|
$
|
14,584
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonperforming Assets, at Period-End:
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonaccrual Loans
|
$
|
7,048
|
|
|
$
|
6,185
|
|
|
$
|
6,284
|
|
|
$
|
6,479
|
|
|
$
|
6,171
|
|
Restructured
|
346
|
|
|
398
|
|
|
380
|
|
|
641
|
|
|
446
|
|
|||||
Loans Past Due 90 or More Days
and Still Accruing Interest
|
571
|
|
|
1,325
|
|
|
347
|
|
|
652
|
|
|
927
|
|
|||||
Total Nonperforming Loans
|
7,965
|
|
|
7,908
|
|
|
7,011
|
|
|
7,772
|
|
|
7,544
|
|
|||||
Repossessed Assets
|
66
|
|
|
40
|
|
|
138
|
|
|
63
|
|
|
18
|
|
|||||
Other Real Estate Owned
|
326
|
|
|
326
|
|
|
198
|
|
|
81
|
|
|
481
|
|
|||||
Total Nonperforming Assets
|
$
|
8,357
|
|
|
$
|
8,274
|
|
|
$
|
7,347
|
|
|
$
|
7,916
|
|
|
$
|
8,043
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset Quality Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance to Nonperforming Loans
|
192.00
|
%
|
|
190.14
|
%
|
|
208.76
|
%
|
|
185.71
|
%
|
|
193.32
|
%
|
|||||
Allowance to Period-End Loans
|
1.11
|
|
|
1.12
|
|
|
1.12
|
|
|
1.14
|
|
|
1.17
|
|
|||||
Provision to Average Loans (Quarter)
(1)
|
0.13
|
|
|
0.15
|
|
|
0.14
|
|
|
—
|
|
|
—
|
|
|||||
Provision to Average Loans (YTD)
(1)
|
0.14
|
|
|
0.15
|
|
|
0.14
|
|
|
0.02
|
|
|
0.02
|
|
|||||
Net Charge-offs to Average Loans (Quarter)
(1)
|
0.05
|
|
|
0.03
|
|
|
0.08
|
|
|
0.05
|
|
|
0.03
|
|
|||||
Net Charge-offs to Average Loans (YTD)
(1)
|
0.06
|
|
|
0.06
|
|
|
0.08
|
|
|
0.09
|
|
|
0.10
|
|
|||||
Nonperforming Loans to Total Loans
|
0.58
|
|
|
0.59
|
|
|
0.53
|
|
|
0.61
|
|
|
0.61
|
|
|||||
Nonperforming Assets to Total Assets
|
0.38
|
|
|
0.38
|
|
|
0.33
|
|
|
0.37
|
|
|
0.37
|
|
|||||
(1)
Annualized
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1
|
|
Total
|
|||
|
Tier 1
|
|
Risk-Based
|
|
Risk-Based
|
|||
|
Leverage
|
|
Capital
|
|
Capital
|
|||
|
Ratio
|
|
Ratio
|
|
Ratio
|
|||
Arrow Financial Corporation
|
9.68
|
%
|
|
14.41
|
%
|
|
15.48
|
%
|
Glens Falls National Bank & Trust Co.
|
9.33
|
%
|
|
14.36
|
%
|
|
15.44
|
%
|
Saratoga National Bank & Trust Co.
|
9.58
|
%
|
|
12.27
|
%
|
|
13.30
|
%
|
|
|
|
|
|
|
|||
Regulatory Minimum
|
4.00
|
|
|
4.00
|
|
|
8.00
|
|
FDICIA's "Well-Capitalized" Standard
|
5.00
|
|
|
6.00
|
|
|
10.00
|
|
|
Quarter Ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Cash Dividends Per Share
|
$
|
0.245
|
|
|
$
|
0.240
|
|
Diluted Earnings Per Share
|
0.49
|
|
|
0.45
|
|
||
Dividend Payout Ratio
|
50.00
|
%
|
|
53.33
|
%
|
||
Total Equity (in thousands)
|
$
|
200,089
|
|
|
$
|
182,683
|
|
Shares Issued and Outstanding (in thousands)
|
12,605
|
|
|
12,576
|
|
||
Book Value Per Share
|
$
|
15.87
|
|
|
$
|
14.53
|
|
Intangible Assets (in thousands)
|
$
|
25,747
|
|
|
$
|
26,273
|
|
Tangible Book Value Per Share
|
$
|
13.83
|
|
|
$
|
12.44
|
|
|
Quarter Ended
|
|
|
|
|
|||||||||
|
09/30/2014
|
|
09/30/2013
|
|
Change
|
|
% Change
|
|||||||
Net Income
|
$
|
6,147
|
|
|
$
|
5,623
|
|
|
$
|
524
|
|
|
9.3
|
%
|
Diluted Earnings Per Share
|
0.49
|
|
|
0.45
|
|
|
0.04
|
|
|
8.9
|
|
|||
Return on Average Assets
|
1.13
|
%
|
|
1.06
|
%
|
|
0.07
|
%
|
|
6.6
|
|
|||
Return on Average Equity
|
12.22
|
%
|
|
12.42
|
%
|
|
(0.20
|
)%
|
|
(1.6
|
)
|
|
Quarter Ended
|
|
|
|
|
|||||||||
|
09/30/2014
|
|
09/30/2013
|
|
Change
|
|
% Change
|
|||||||
Interest and Dividend Income
|
$
|
17,834
|
|
|
$
|
17,032
|
|
|
$
|
802
|
|
|
4.7
|
%
|
Interest Expense
|
1,399
|
|
|
1,747
|
|
|
(348
|
)
|
|
(19.9
|
)
|
|||
Net Interest Income
|
16,435
|
|
|
15,285
|
|
|
1,150
|
|
|
7.5
|
|
|||
Tax-Equivalent Adjustment
|
1,074
|
|
|
1,158
|
|
|
(84
|
)
|
|
(7.3
|
)
|
|||
Average Earning Assets (1)
|
2,030,090
|
|
|
1,983,864
|
|
|
46,226
|
|
|
2.3
|
|
|||
Average Interest-Bearing Liabilities
|
1,626,327
|
|
|
1,614,873
|
|
|
11,454
|
|
|
0.7
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Yield on Earning Assets (1)
|
3.49
|
%
|
|
3.41
|
%
|
|
0.08
|
%
|
|
2.3
|
|
|||
Cost of Interest-Bearing Liabilities
|
0.34
|
|
|
0.43
|
|
|
(0.09
|
)
|
|
(20.9
|
)
|
|||
Net Interest Spread
|
3.15
|
|
|
2.98
|
|
|
0.17
|
|
|
5.7
|
|
|||
Net Interest Margin
|
3.21
|
|
|
3.06
|
|
|
0.15
|
|
|
4.9
|
|
|
Quarter Ended
|
|
|
|
|
|||||||||
|
09/30/2014
|
|
09/30/2013
|
|
Change
|
|
% Change
|
|||||||
Income From Fiduciary Activities
|
$
|
1,861
|
|
|
$
|
1,688
|
|
|
$
|
173
|
|
|
10.2
|
%
|
Fees for Other Services to Customers
|
2,353
|
|
|
2,403
|
|
|
(50
|
)
|
|
(2.1
|
)
|
|||
Insurance Commissions
|
2,451
|
|
|
2,404
|
|
|
47
|
|
|
2.0
|
|
|||
Net (Loss) Gain on Securities Transactions
|
137
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|||
Net Gain on the Sale of Loans
|
213
|
|
|
166
|
|
|
47
|
|
|
28.3
|
|
|||
Other Operating Income
|
336
|
|
|
278
|
|
|
58
|
|
|
20.9
|
|
|||
Total Noninterest Income
|
$
|
7,351
|
|
|
$
|
6,939
|
|
|
$
|
412
|
|
|
5.9
|
|
|
Quarter Ended
|
|
|
|
|
|||||||||
|
09/30/2014
|
|
09/30/2013
|
|
Change
|
|
% Change
|
|||||||
Salaries and Employee Benefits
|
$
|
7,781
|
|
|
$
|
7,856
|
|
|
$
|
(75
|
)
|
|
(1.0
|
)%
|
Occupancy Expense of Premises, Net
|
1,176
|
|
|
1,063
|
|
|
113
|
|
|
10.6
|
|
|||
Furniture and Equipment Expense
|
1,090
|
|
|
819
|
|
|
271
|
|
|
33.1
|
|
|||
FDIC and FICO Assessments
|
273
|
|
|
269
|
|
|
4
|
|
|
1.5
|
|
|||
Amortization
|
94
|
|
|
108
|
|
|
(14
|
)
|
|
(13.0
|
)
|
|||
Other Operating Expense
|
3,112
|
|
|
3,018
|
|
|
94
|
|
|
3.1
|
|
|||
Total Noninterest Expense
|
$
|
13,526
|
|
|
$
|
13,133
|
|
|
$
|
393
|
|
|
3.0
|
|
Efficiency Ratio
|
56.80
|
%
|
|
58.61
|
%
|
|
(1.81
|
)%
|
|
(3.1
|
)
|
|
Quarter Ended
|
|
|
|
|
|||||||||
|
09/30/2014
|
|
09/30/2013
|
|
Change
|
|
% Change
|
|||||||
Provision for Income Taxes
|
$
|
2,595
|
|
|
$
|
2,310
|
|
|
$
|
285
|
|
|
12.3
|
%
|
Effective Tax Rate
|
29.7
|
%
|
|
29.1
|
%
|
|
0.6
|
|
|
2.1
|
|
|
Nine Month Period Ended
|
|
|
|
|
|||||||||
|
09/30/2014
|
|
09/30/2013
|
|
Change
|
|
% Change
|
|||||||
Net Income
|
$
|
16,991
|
|
|
$
|
16,011
|
|
|
$
|
980
|
|
|
6.1
|
%
|
Diluted Earnings Per Share
|
1.35
|
|
|
1.28
|
|
|
0.07
|
|
|
5.5
|
|
|||
Return on Average Assets
|
1.05
|
%
|
|
1.03
|
%
|
|
0.02
|
%
|
|
1.9
|
|
|||
Return on Average Equity
|
11.55
|
%
|
|
11.99
|
%
|
|
(0.44
|
)%
|
|
(3.7
|
)
|
|
Nine Month Period Ended
|
|
|
|
|
|||||||||
|
09/30/2014
|
|
09/30/2013
|
|
Change
|
|
% Change
|
|||||||
Interest and Dividend Income
|
$
|
53,110
|
|
|
$
|
51,080
|
|
|
$
|
2,030
|
|
|
4.0
|
%
|
Interest Expense
|
4,548
|
|
|
6,209
|
|
|
(1,661
|
)
|
|
(26.8
|
)
|
|||
Net Interest Income
|
48,562
|
|
|
44,871
|
|
|
3,691
|
|
|
8.2
|
|
|||
Tax-Equivalent Adjustment
|
3,389
|
|
|
3,401
|
|
|
(12
|
)
|
|
(0.4
|
)
|
|||
Average Earning Assets (1)
|
2,049,949
|
|
|
1,963,363
|
|
|
86,586
|
|
|
4.4
|
|
|||
Average Interest-Bearing Liabilities
|
1,661,329
|
|
|
1,615,615
|
|
|
45,714
|
|
|
2.8
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Yield on Earning Assets (1)
|
3.46
|
%
|
|
3.48
|
%
|
|
(0.02
|
)%
|
|
(0.6
|
)
|
|||
Cost of Interest-Bearing Liabilities
|
0.37
|
|
|
0.51
|
|
|
(0.14
|
)
|
|
(27.5
|
)
|
|||
Net Interest Spread
|
3.09
|
|
|
2.97
|
|
|
0.12
|
|
|
4.0
|
|
|||
Net Interest Margin
|
3.17
|
|
|
3.06
|
|
|
0.11
|
|
|
3.6
|
|
|
Nine Month Period Ended
|
|
|
|
|
|||||||||
|
09/30/2014
|
|
09/30/2013
|
|
Change
|
|
% Change
|
|||||||
Income From Fiduciary Activities
|
$
|
5,640
|
|
|
$
|
5,020
|
|
|
$
|
620
|
|
|
12.4
|
%
|
Fees for Other Services to Customers
|
6,924
|
|
|
7,056
|
|
|
(132
|
)
|
|
(1.9
|
)
|
|||
Insurance Commissions
|
7,188
|
|
|
6,608
|
|
|
580
|
|
|
8.8
|
|
|||
Net (Loss) Gain on Securities Transactions
|
110
|
|
|
540
|
|
|
(430
|
)
|
|
(79.6
|
)
|
|||
Net Gain on the Sale of Loans
|
502
|
|
|
1,271
|
|
|
(769
|
)
|
|
(60.5
|
)
|
|||
Other Operating Income
|
892
|
|
|
689
|
|
|
203
|
|
|
29.5
|
|
|||
Total Noninterest Income
|
$
|
21,256
|
|
|
$
|
21,184
|
|
|
$
|
72
|
|
|
0.3
|
|
|
Nine Month Period Ended
|
|
|
|
|
|||||||||
|
09/30/2014
|
|
09/30/2013
|
|
Change
|
|
% Change
|
|||||||
Salaries and Employee Benefits
|
$
|
23,303
|
|
|
$
|
23,114
|
|
|
$
|
189
|
|
|
0.8
|
%
|
Occupancy Expense of Premises, Net
|
3,749
|
|
|
3,389
|
|
|
360
|
|
|
10.6
|
|
|||
Furniture and Equipment Expense
|
3,174
|
|
|
2,888
|
|
|
286
|
|
|
9.9
|
|
|||
FDIC and FICO Assessments
|
828
|
|
|
800
|
|
|
28
|
|
|
3.5
|
|
|||
Amortization
|
294
|
|
|
344
|
|
|
(50
|
)
|
|
(14.5
|
)
|
|||
Other Operating Expense
|
9,381
|
|
|
9,283
|
|
|
98
|
|
|
1.1
|
|
|||
Total Noninterest Expense
|
$
|
40,729
|
|
|
$
|
39,818
|
|
|
$
|
911
|
|
|
2.3
|
|
Efficiency Ratio
|
58.01
|
%
|
|
60.25
|
%
|
|
(2.24
|
)%
|
|
(3.7
|
)
|
|
Nine Month Period Ended
|
|
|
|
|
|||||||||
|
09/30/2014
|
|
09/30/2013
|
|
Change
|
|
% Change
|
|||||||
Provision for Income Taxes
|
$
|
7,302
|
|
|
$
|
6,625
|
|
|
$
|
677
|
|
|
10.2
|
%
|
Effective Tax Rate
|
30.1
|
%
|
|
29.3
|
%
|
|
0.8
|
|
|
2.7
|
|
Third Quarter 2014
Calendar Month
|
(A)
Total Number of
Shares Purchased
1
|
|
(B)
Average Price
Paid Per Share
1
|
|
(C)
Total Number of
Shares Purchased as
Part of Publicly
Announced
Plans or Programs
2
|
|
(D)
Maximum
Approximate Dollar
Value of Shares that
May Yet be
Purchased Under the
Plans or Programs
3
|
||||||
July
|
2,654
|
|
|
$
|
25.58
|
|
|
—
|
|
|
$
|
3,891,140
|
|
August
|
12,897
|
|
|
26.00
|
|
|
—
|
|
|
3,891,140
|
|
||
September
|
35,634
|
|
|
26.04
|
|
|
15,300
|
|
|
3,491,990
|
|
||
Total
|
51,185
|
|
|
26.00
|
|
|
15,300
|
|
|
|
Exhibit Number
|
Exhibit
|
10.1
|
Employee Pension Plan of the Registrant, as amended and restated,
dated October 22, 2014.*
|
15
|
Awareness Letter
|
31.1
|
Certification of Chief Executive Officer under SEC Rule 13a-14(a)/15d-14(a)
|
31.2
|
Certification of Chief Financial Officer under SEC Rule 13a-14(a)/15d-14(a)
|
32
|
Certification of Chief Executive Officer under 18 U.S.C. Section 1350 and
Certification of Chief Financial Officer under 18 U.S.C. Section 1350
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
* Management contract or compensation plan requred to be filed as an exhibit.
|
|
|
November 7, 2014
|
/s/Thomas J. Murphy
|
Date
|
Thomas J. Murphy, President and
|
|
Chief Executive Officer
|
|
|
November 7, 2014
|
/s/Terry R. Goodemote
|
Date
|
Terry R. Goodemote, Executive Vice President,
|
|
Treasurer and Chief Financial Officer
|
|
(Principal Financial Officer and
|
|
Principal Accounting Officer)
|
1.1
|
“Account” means the bookkeeping account established and maintained with respect to a Participant pursuant to the provisions of Section 3.1.
|
1.2
|
“Account Balance Accrued Benefit” means, as of any particular determination date, the annual amount of benefit, payable monthly in the Normal Form as set forth in Subsection 1.29(a), commencing at Normal Retirement Date or any later date, which is the Actuarial Equivalent of the Participant’s Account. For purposes of determining the Account Balance Accrued Benefit, the Participant’s Account shall include Interest Credits projected until the Participant’s Normal Retirement Date at the Interest Credit Rate currently in effect at the date of determination.
|
1.3
|
“Account Balance Plan” means the portion of the Plan other than the Appendix A Plan.
|
1.4
|
“Actuarial Equivalent” means, with respect to any specified annuity or benefit, another annuity or benefit commencing at a different date and/or payable in a different form than the specified annuity or benefit, but which has the same present value as the specified annuity or benefit. Such present value is determined on the basis of the interest rate, mortality table and other factors, if any, applicable to such other annuity or benefit, as specified in Exhibit I as in effect at the date of determination.
|
1.5
|
“Affiliated Employer” means (a) a member of a “controlled group of corporations” or group of trades or businesses under common control (as defined in Code Section 414(b) and (c)) of which the Employer is a member, (b) a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Employer, or (c) any other entity that must be aggregated with the Employer pursuant to Code Section 414(o). The term “controlled group of corporations” has the meaning given in Code Section 1563(a), but determined without regard to Code Sections 1563(a)(4) and (e)(3)(C). If an Affiliated Employer is also an Employer maintaining the Plan, the provisions of the Plan shall apply to that entity as an Employer, rather than only as an Affiliated Employer.
|
1. 6
|
“Alternate Payee” means any spouse, former spouse, child or other dependent of a Participant who is recognized by a Domestic Relations Order as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant.
|
1.7
|
“Appendix A Plan” means the Arrow Financial Corporation Employees’ Pension Plan and Trust in effect on December 31, 2002, as amended from time to time thereafter and as set forth in Appendix A
.
|
1.8
|
“Beneficiary” means a person, estate, trust or other entity designated as provided in Article VIII to receive the benefits which are payable under the Plan upon or after the death of a Participant
.
|
1.9
|
“Benefit Commencement Date” means the first date of the first period for which an amount attributable to a Participant’s Account is paid as an annuity or any other form, as determined in accordance with Section 417(f)(2) of the Code and the regulations there under.
|
1.10
|
“Board” or “Board of Directors” means the Board of Directors of the Arrow Financial Corporation.
|
1.11
|
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
|
1.12
|
“Compensation” with respect to any Participant means such Participant’s wages as defined in Code Section 3401(a) and all other payments of compensation by the Employer (in the course of the Employer’s trade or business) for the calendar year ending with or within the Plan Year for which the Employer is required to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).
|
(a)
|
including amounts which are contributed by the Employer pursuant to a salary reduction agreement under the provisions of the Senior Officers Deferred Compensation Plan of Arrow Financial Corporation and which are not includible in the gross income of the Participant.
|
(b)
|
including Military Differential Pay effective for Plan Years beginning after December 31, 2008.
|
(c)
|
including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.
|
(d)
|
making the following adjustments for amounts that are paid after a Participant's severance from employment with the Employer and by the later of 2 1/2 months after a Participant's severance from employment with the Employer or the end of the Limitation Year that includes the date of the Participant's severance from employment with the Employer. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered Compensation, even if payment is made within the time period specified above.
|
(i)
|
Regular pay. Compensation shall include regular pay after severance of employment if:
|
(A)
|
The payment is regular compensation for services during the Participant's regular working hours, or compensation for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and
|
(B)
|
The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer.
|
(ii)
|
Leave cashouts. Leave cash outs shall be included in Compensation if those amounts would have been included in the definition of Compensation if they were paid prior to the Participant's severance from employment with the Employer, and the amounts are for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use the leave if employment had continued.
|
(iii)
|
Deferred Compensation. Deferred compensation shall be included in Compensation if those amounts would have been included in the definition of Compensation if they were paid prior to the Participant's severance from employment with the Employer maintaining the Plan, and the amounts are received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid if the Participant had continued in employment with the Employer and only to the extent that the payment is includible in the Participant's gross income.
|
(iv)
|
Salary continuation payments for military service Participants. Payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code Section 414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service shall be excluded from Compensation for Plan Years beginning prior to January 1, 2009.
|
(v)
|
Salary continuation payments for disabled Participants. Compensation excludes compensation paid to a Participant who is permanently and totally disabled (as defined in Code Section 22(e)(3)).
|
1.13
|
“Corporate Group” means the Employer and any Affiliated Employer(s). For purposes of determining whether or not a person is an Employee and the period of employment of such person, each such Affiliated Employer shall be included in the “Corporate Group” only for such period or periods during which such other company is a member of a controlled group, under common control, an affiliated service group or otherwise required to be aggregated with the Employer.
|
1.14
|
“Corporation” means the Arrow Financial Corporation as now constituted or as may be constituted hereafter or any person, firm, corporation or partnership that may succeed to its business.
|
1.15
|
“Disabled Participant” means a Participant who is “totally and permanently disabled” as determined by a licensed physician chosen by the Plan Administrator. The term “total and permanent disability” means a physical or mental condition of a Participant resulting from bodily injury, disease, or mental disorder that renders him incapable of continuing his usual and customary employment with the Employer. The determination of disability shall be applied uniformly to all Participants.
|
1.16
|
“Domestic Relations Order” means any judgment, decree, or order (including approval of a property settlement agreement) which: (a) relates to the provision of child support, alimony payments or marital property rights to a spouse, child or other dependent
of a Participant, and (b) is made pursuant to a state domestic relations law (including a community property law).
|
1.17
|
“Effective Date” means January 1, 1960.
|
1.18
|
“Eligible Compensation” means, with respect to a Plan Year, the Compensation paid to the Employee as a Participant, exclusive of any Compensation paid to the Employee while he is employed in a capacity other than as an Eligible Employee.
|
1.19
|
“Eligible Employee” means any Employee of the Employer and the following Affiliated Employers: Glens Falls National Bank and Trust Company, Saratoga National Bank, Capital Financial Group, Inc., Loomis & LaPann, Inc., Upstate Agency, Inc. and Glens Falls National Insurance Agencies, LLC. Employees of any other Affiliated Employers shall not be eligible to participate in this Plan unless specifically provided for herein. Any persons included in a unit of employees covered by a collective bargaining agreement (as defined in Code Section 7701(a)) between Employee representatives and the Employer shall not be eligible to participate in this Plan unless such collective bargaining agreement expressly provides for the inclusion of such persons as Participants in the Account Balance Plan.
|
(a)
|
in no event shall an individual be an Eligible Employee to the extent he is a Leased Employee or is retained by the Employer to perform services for the Employer (for either a definite or indefinite duration) and is characterized thereby as a fee-for-service worker or independent contractor or in a similar capacity (rather than in the capacity of an employee), regardless of such individual’s status under common law, including,
|
1.20
|
“Employee” means any person who receives compensation for personal services, other than a retainer or fee under a contract, from a member of the Corporate Group and who is treated by such entity as a common law employee for employment tax withholding purposes. Any Leased Employee shall be considered to be an Employee solely for the purposes specified in Code Sections 414(n)(2) and 414(o)(2).
|
1.21
|
“Employer” means Arrow Financial Corporation and any successor that shall maintain this Plan and any predecessor that has maintained this Plan. The Employer is a corporation, with principal offices in the State of New York. “Employer” also means any other member of the Corporate Group that may elect to participate in the Plan with the approval of the Board of Directors.
|
1.22
|
“ERISA” means Public Law No. 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time.
|
1.23
|
“Fund” or “Trust Fund”
shall mean the assets of the Plan, including the Appendix A Plan. Furthermore, the provisions of Article VII of the Appendix A Plan pertaining to the Trustee shall apply to the Plan (Account Balance Plan and Appendix A Plan) in its entirety.
|
1.24
|
“Highly Compensated Employee” shall mean a highly compensated employee within the meaning of Code Section 414(q). As set forth below, the term “Highly Compensated Employee” includes highly compensated active employees and highly compensated former employees. In the following subsections, the term “determination year” means the current Plan Year and the term “look-back year” means the twelve-month period immediately preceding the determination year.
|
(a)
|
Highly Compensated Active Employee
: A highly compensated active employee includes any Employee who performs services for the Employer during the determination year and who (i) for the look-back year, received “415 Compensation” from the Employer in excess of $90,000 (as adjusted by the Secretary of the Treasury), or (ii) was a 5-Percent Owner (as defined in section 416(i)(1) of the Code) at any time during the determination year or the look-back year.
|
(b)
|
Highly Compensated Former Employee
: A highly compensated former employee includes any employee who separated from service (or was deemed to have separated) prior to the determination year, performs no service for the Employer during the determination year and was a highly compensated active employee for either the separation year or any determination year ending on or after the employee’s 55th birthday.
|
(c)
|
Incorporation of Section 414(q)
: The determination of who is a Highly Compensated Employee under the above rules shall be made in accordance with Code Section 414(q) and implementing Regulations, which are hereby incorporated by reference.
|
1.25
|
“Hour of Service” shall mean an hour determined in accordance with the following provisions. In this definition, the term “computation period” means the Plan Year, except that, to the extent that a “Year of Service” is defined as a different period for eligibility purposes, that period shall be considered a computation period in crediting Hours of Service for eligibility.
|
(a)
|
For all purposes under the Plan, an Employee shall be credited with an Hour of Service for all of the following:
|
(i)
|
Each hour for which the Employee is directly or indirectly paid, or entitled to payment, by the Employer for the performance of duties. These hours will be credited to the Employee for the computation period in which the duties are performed.
|
(ii)
|
Each hour for which the Employee is directly or indirectly paid, or entitled to payment, by the Employer (irrespective of whether the employment relationship has terminated) for reasons other than the performance of duties, such as vacation, holidays, sickness, disability, layoff, jury duty, military duty or leave of absence, during the applicable computation period.
|
(iii)
|
Each hour for which back pay (irrespective of mitigation of damages) is either awarded or agreed to by the Employer. The same Hours of
|
(b)
|
An Employee for whom hours are not normally kept shall receive credit for 45 Hours of Service for each weekly pay period during which the Employee performs one Hour of Service under the conditions described in subsection (a)(i) or (ii) above.
|
(c)
|
For eligibility and vesting purposes (Articles II and V), Hours of Service shall also be credited for employment with any Affiliated Employer.
|
(d)
|
Hours of Service shall be granted for eligibility and vesting purposes during a period of military service with the Armed Forces of the United States during periods of war, national emergency or conscription, subject to the condition that the Employee returns to active employment with the Employer within the period his reemployment rights are protected by applicable law and to the extent required by Code Section 414(u).
|
(e)
|
Except to the extent required by subsection (a)(ii) above, Hours of Service shall not be granted for any purpose under the Plan as a result of an Employee’s receipt of severance pay from the Employer.
|
1.26
|
“Interest Credit” means with respect to any Plan Year, additions to a Participant’s Account determined pursuant to Section 3.3.
|
1.27
|
“Interest Credit Rate” means, with respect to a Plan Year, the greater of the average annual yield on 30-year U.S. Treasury securities for November of the prior year (or as published by the Internal Revenue Service for periods when 30-year Treasury securities were not issued) or three percent (3%).
|
(a)
|
If the Interest Credit Rate (or an equivalent amount) under the Plan is a variable rate, then the rate of interest used to determine accrued benefits under the Plan shall be equal to the average of the rates of interest used under the Plan during the 5-year period ending on the termination date; and
|
(b)
|
The interest rate and mortality table used to determine the amount of any benefit under the Plan payable in the form of an annuity payable at normal retirement age shall be the rate and table specified under the Plan for such purpose as of the termination date, except that if such interest rate is a variable rate, the interest rate shall be determined under the rules of subclause (a).
|
1.28
|
“Leased Employee” shall mean any person (other than one who is an employee without regard to a leasing arrangement) who performs services pursuant to an agreement between the Employer and a leasing organization if:
|
(a)
|
the services have been performed for the Employer or for the Employer and related persons (determined in accordance with Code Section 414(n)(6)) on a substantially full-time basis for a period of at least one year; and
|
(b)
|
the services are performed under the primary direction or control of the Employer.
|
1.29
|
“Normal Form” means:
|
(a)
|
for a Participant who is not married on his Benefit Commencement Date, a straight life annuity, payable in monthly installments, for the life of the Participant; and
|
(b)
|
for a Participant who is married on his Benefit Commencement Date, a 50 percent joint and survivor annuity with the Surviving Spouse as Beneficiary (i.e., the Joint And 50% Survivor Annuity), which is the Actuarial Equivalent of the benefit that would be payable to the Participant if the Participant was not married on his Benefit Commencement Date.
|
1.30
|
“Normal Retirement Age” means the Employee’s 65th birthday, or the Participant's 5th anniversary of joining the Plan, if later. A Participant shall become fully Vested in the Participant's Normal Retirement Benefit upon attaining Normal Retirement Age.
|
1.31
|
“Normal Retirement Date” means the last day of the month in which the Participant attains Normal Retirement Age.
|
1.32
|
“1-Year Break in Service” means the applicable computation period during which an Employee has not completed more than 500 Hours of Service with the Employer (or an Affiliated Employer). The computation period shall be the Plan Year. Furthermore, solely for the purpose of determining whether a Participant has incurred a 1-Year Break in Service, Hours of Service shall be recognized for an “authorized leave of absence” and a “maternity or paternity leave of absence.”
|
1.33
|
“Opening Account Balance” means the initial bookkeeping account established as hereinafter provided as of January 1, 2003, with respect to an Eligible Employee as of January 1, 2003 who both (i) participated in the Plan on December 31, 2002 and (ii) becomes a Participant in the Account Balance Plan in accordance with Section 2.1(a) as of January 1, 2003. Such Opening Account Balance shall equal the greater of (a), (b) or (c) below:
|
(a)
|
An Actuarial Equivalent lump sum present value of the Employee’s “Accrued Benefit” (as such term is defined in Section 1.1 of the Appendix A Plan) as of December 31, 2002, determined using the mortality table and interest rate defined in Exhibit I.
|
(b)
|
A lump sum amount equal to the sum of (i) and (ii) below, where:
|
(i)
|
is four percent (4%) times the Participant’s “Final Three Year Average Compensation” (as hereinafter defined) times the Participant’s “Period of Service” (as hereinafter defined); and
|
(ii)
|
is two percent (2%) times the Participant’s “Final Three Year Average Compensation” in excess of “Covered Compensation” (as hereinafter defined) times the Participant’s “Period of Service” not in excess of 35.
|
(c)
|
The amount shown in Exhibit II with respect to each listed Participant.
|
(d)
|
Notwithstanding the above, any employee of U.S. Benefits, Inc. who became an Eligible Employee of the Employer in 2008 and a Participant in the Plan effective January 1, 2009
in accordance with Section 2.1(f) shall be credited with an Opening Account Balance as of January 1, 2009 equal to six percent (6%) of such Eligible Employee’s Compensation for the period July 1, 2008 through December 31, 2008.
|
1.34
|
“Participant” means an Eligible Employee who becomes a Participant in the Account Balance Plan pursuant to the provisions in Article II. Participant also means any Eligible Employee or former Eligible Employee who is receiving
|
1.35
|
“Pay-Based Credits” means additions to a Participant’s Account determined pursuant to Section 3.2.
|
1.36
|
“Plan” means the Arrow Financial Corporation Employees’ Pension Plan and Trust as amended and restated effective January 1, 2003, as set forth herein and as may hereafter be amended from time to time. The Plan is a continuation, through amendment and restatement, of the Appendix A Plan.
|
1.37
|
“Plan Administrator” means the Employer or any such person, committee or other entity appointed by the Employer to administer the Plan in accordance with Article XI. The Plan Administrator shall be the “named fiduciary” for the management, operation and administration of the Plan, within the meaning of Section 402(a) of ERISA.
|
1.38
|
“Plan Year” means the calendar year.
|
1.39
|
“Qualified Domestic Relations Order” means a Domestic Relations Order that creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits that would otherwise be payable with respect to a Participant under the Plan, and that meets the requirements described in Article XII.
|
1.40
|
“Qualified Election” means an election by the Participant that (i) expressly rejects the automatic joint and 50% surviving spouse annuity as described in Section 7.2, (ii) designates the form in which the Participant’s Account Balance Accrued Benefit shall be paid (which designation may not be changed without Spousal Consent, unless the change is to elect the automatic joint and 50% surviving spouse annuity), (iii) designates the Beneficiary who is to receive any payments that are to be made after the death of the Participant under such benefit payment form (which designation can not be changed without Spousal Consent, unless the change is to name the Surviving Spouse as Beneficiary), (iv) is in writing on a form prescribed by the Plan Administrator for such purpose, (v) is filed with the Plan Administrator within the period described in Section 7.2(e), and (vi) contains Spousal Consent.
|
1.41
|
“Retirement Benefit” means a lump sum payment or a series of monthly payments which are payable to an individual who is entitled to receive benefits under the Account Balance Plan.
|
1.42
|
“Service” or “Service for vesting” means the sum of (i) the period of “Service” (if any) standing to an Employee’s credit immediately prior to January 1, 2003 in accordance with the provisions of the Appendix A Plan as then in effect, and (ii) the number of Plan Years after December 31, 2002 (or if later, the Plan Year that includes the later of the date as of which a Participant first becomes an Employee for purposes of the Plan or the date an Employee attains age 18) during which such Participant was employed by the Corporate Group and completed at least 1,000 Hours of Service.
|
1.43
|
“Specified Percentage” means six percent (6%) for all Eligible Employees who become active Plan Participants on or after January 1, 2003 and who were not active Plan Participants as of December 31, 2002. For Eligible Employees who were active Plan Participants as of December 31, 2002, “Specified Percentage” shall be determined in accordance with the following schedule:
|
1.44
|
“Spousal Consent” means an irrevocable written consent by the Spouse of a Participant to an election by the Participant under Article VII or Article VIII which consent (i) acknowledges the effect of such election, designation or action and (ii) is witnessed by a Plan representative or a notary public. A Spouse shall be deemed to have given such consent if it is established to the satisfaction of the Plan Administrator that actual written consent to an election cannot be obtained from the Spouse because the Spouse cannot be located or because of such other circumstances as may be prescribed in accordance with Treasury Regulation Section 1.401(a)-20, Q&A-27. Any such consent (including such deemed consent) by a Spouse shall be effective only with respect to such Spouse. Except as otherwise provided under Section 1.40, Spousal Consent with respect to a Qualified Election shall be effective only for such election, and any change in such election shall require a new Spousal Consent, unless the Spousal Consent expressly permits the Participant to change such election without obtaining the consent of his Spouse with respect to such change. A former spouse who is treated as a Spouse under Section 1.45 must consent to any election that affects benefit payments, if any, to be made to such former spouse, but no consent shall be required from such former spouse with respect to benefits that are not required to be paid to such former spouse under Article XII. No consent obtained under this Section shall be valid unless the Participant has received any notice required under Sections 401(a)(11) and 417 of the Code and the regulations there under.
|
1.45
|
“Spouse” means, as of any date, the person to whom the Participant is legally married on such date. A former spouse shall be treated as a Spouse to the extent provided under a Qualified Domestic Relations Order.
|
1.46
|
“Surviving Spouse” means the Participant’s Spouse on such Participant’s date of death.
|
1.47
|
“Trust” means the legal entity resulting from the Trust Agreement between the Employer and the Trustee.
|
1.48
|
“Trust Agreement” means the agreement between the Employer and the Trustee, or any successor Trustee, establishing the Trust and specifying the duties of the Trustee, including, but not limited to, Article VII of the Appendix A Plan and any other provisions thereof relating thereto.
|
1.49
|
“Trustee” means the Glens Falls National Bank and Trust Company or any successor designated by the Board of Directors in accordance with the terms of the Plan.
|
1.50
|
“Year of Eligibility Service” means a computation period during which an Employee is credited with at least 1,000 Hours of Service.
|
(a)
|
For purposes of Article II, the first eligibility computation period is the 12-consecutive-month period that begins on the date the Employee first performs an Hour of Service. Succeeding 12-consecutive-month computation periods begin on the first day of the Plan Year which includes the first anniversary of the employee’s employment commencement date, and each Plan Year thereafter.
|
(b)
|
For purposes of Article III, each separate Plan Year shall be deemed to be a separate computation period.
|
(c)
|
For purposes of Article II Eligibility and Participation, eligibility computation periods shall include such periods with Capital Financial Group, Inc. with respect to all employees of Capital Financial Group, Inc. who became Employees of the Employer on November 29, 2004.
|
(d)
|
For purposes of Article II Eligibility and Participation, eligibility computation periods shall include such periods with HSBC Bank with respect to all employees of HSBC Bank on April 8, 2005 who became Employees of the Employer on April 9, 2005.
|
(e)
|
For purposes of Article II Eligibility and Participation, eligibility computation periods shall include such periods with U.S. Benefits, Inc. with respect to all employees of U.S. Benefits, Inc. who became Eligible Employees of the Employer in 2008.
|
(f)
|
For purposes of Article II Eligibility and Participation, eligibility computation periods shall include such periods with Loomis & LaPann, Inc. with respect to all employees of Loomis & LaPann, Inc. who became Eligible Employees of the Employer in 2010.
|
(g)
|
For purposes of Article II Eligibility and Participation, eligibility computation periods shall include such periods with Upstate Agency, Inc. with respect to all employees of Upstate Agency, Inc. who became Eligible Employees of the Employer in 2011.
|
(h)
|
For purposes of Article II Eligibility and Participation, eligibility computation periods shall include such periods with McPhillips Agencies with respect to all employees of McPhillips Agencies who became Eligible Employees of Glens Falls National Insurance Agencies, LLC in 2011.
|
2.1
|
Eligibility and Participation Requirements
|
(a)
|
Each individual who was employed by the Employer on January 1, 2003 and was a participant in the Plan as in effect on December 31, 2002 was given the opportunity to make a one-time irrevocable election to either participate in the Account Balance Plan or to remain in the Appendix A Plan. Each such individual shall become a Participant in the Account Balance Plan or continue as a Participant in the Appendix A Plan, as of January 1, 2003, in accordance with such individual’s election. In no event shall an Employee commence participation in the Account Balance Plan before January 1, 2003 or in the Appendix A Plan subsequent to December 31, 2002.
|
(b)
|
Each other person who is, or becomes an Eligible Employee on or after January 1, 2003 shall become a Participant in the Account Balance Plan on the first day of the month coincident with or next following the date on which such individual has both attained age 21 and completed a Year of Eligibility Service (or, if later, on the first day of the month thereafter that the individual becomes an Eligible Employee), except however, that for Plan Years beginning on and after January 1, 2004, the age requirement shall be reduced to age 18.
|
(c)
|
The Plan Administrator shall, no later than 90 days after the Eligible Employee commences participation in the Account Balance Plan, advise the Eligible Employee that he has become a Participant, and provide him with information about the Account Balance Plan.
|
(e)
|
Notwithstanding the above, each Eligible Employee of the Employer who was employed by HSBC Bank on April 8, 2005 who became an Employee of the Employer on April 9, 2005, shall participate in the Account Balance Plan on the later of April 9, 2005, or the first day of the month coincident with or next following the date on which such individual has both attained age 18 and completed a Year of Eligibility Service, including such service in accordance with Section 1.50(d).
|
(f)
|
Notwithstanding the above, each Eligible Employee of the Employer who was employed by U.S. Benefits, Inc. who became an Employee of the Employer in 2008, shall participate in the Account Balance Plan on the later of January 1, 2009, or the first day of the month coincident with or next following the date on which such individual has both attained age 18 and completed a Year of Eligibility Service, including such service in accordance with Section 1.50(e).
|
(g)
|
Notwithstanding the above, each Eligible Employee of the Employer who was employed by Loomis & LaPann, Inc. who became an Employee of the Employer in 2010, shall participate in the Account Balance Plan on the later of April 1, 2010, or the first day of the month coincident with or next following the date on which such individual has both attained age 18 and completed a Year of Eligibility Service, including such service in accordance with Section 1.50(f).
|
(h)
|
Notwithstanding the above, each Eligible Employee of the Employer who was employed by Upstate Agency, Inc. and who became an Employee of the Employer in 2011, shall participate in
|
(i)
|
Notwithstanding the above, each Eligible Employee of the Employer who was employed by McPhillips Agencies and who became an Employee of Glens Falls National Insurance Agencies, LLC in 2011, shall participate in the Account Balance Plan on the later of August 1, 2011, or the first day of the month coincident with or next following the date on which such individual has both attained age 18 and completed a Year of Eligibility Service, including such service in accordance with Section 1.50(h).
|
2.2
|
Absence from Employment
|
2.3
|
Ineligible Classifications
|
2.4
|
Reemployment of Account Balance Plan Participant
|
(a)
|
If the Participant had a nonforfeitable right to an Account Balance Accrued Benefit as of the date of the commencement of his break, he shall participate immediately upon his rehire date, he shall be credited with the Service he had earned prior to his break, and his Account upon rehire shall be his Account as of the commencement of his break, plus Interest Credits earned through his date of his reemployment. If such Participant is receiving, or has previously received benefit payments from the Account Balance Plan, his Account upon rehire shall be $0. If he elected an annuity, such annuity shall continue to be paid.
|
(b)
|
If the Participant did not have a nonforfeitable right to an Account Balance Accrued Benefit as of the date of the commencement of his break, he shall participate immediately upon his rehire date, he shall be credited with the Service he had earned prior to his break, and his Account upon rehire shall be his Account as of the commencement of his break, plus Interest Credits earned through his date of his reemployment, provided that his consecutive 1-Year Breaks in Service do not exceed the greater of five (5) or his aggregate pre-break Service. Otherwise, such former Participant shall forfeit his Account Balance Accrued Benefit and his pre-break Service and be treated as a new Employee who must complete a Year of Eligibility Service following his reemployment.
|
2.5
|
Reemployment of Appendix A Plan Participant
|
(a)
|
If a Participant who made the one-time irrevocable election to be covered under the Appendix A Plan terminates on or after January 1, 2003 and (1) had a nonforfeitable right to an Appendix A Plan Accrued Benefit and is reemployed, or (2) is reemployed before incurring five (5) consecutive 1-Year Breaks in Service; he shall participate again in the Appendix A Plan in accordance with the terms of the Appendix A Plan.
|
(b)
|
If a Participant who made the one-time irrevocable election to be covered under the Appendix A Plan terminates without a nonforfeitable right to an Appendix A Plan Accrued Benefit on or after January 1, 2003 and is reemployed, the forfeiture and re-instatement, if any, of such Participant’s Accrued Benefit and the timing of his subsequent re-participation in the Plan shall be determined under the provisions of Appendix A Plan Sections 3.5 and 5.6.
|
(c)
|
If a former Appendix A Plan Participant who terminated prior to January 1, 2003 with a nonforfeitable right to an Appendix A Plan Accrued Benefit is reemployed, he shall be eligible to participate immediately in the Account Balance Plan upon his rehire date and:
|
(i)
|
If such Participant is receiving, or has previously received benefit payments from the Appendix A Plan, his pre-break Service shall be restored for vesting purposes and his Opening Account Balance upon rehire shall be $0. If he elected an annuity, such annuity shall continue to be paid.
|
(ii)
|
If such Participant is not receiving, nor has previously received benefit payments from the Appendix A Plan, his pre-break Service shall be restored for all purposes under the Plan and he shall be credited with an Opening Account Balance as if he had previously made the one-time irrevocable election to be covered under the Account Balance Plan plus subsequent Interest Credits earned through the date he is credited with such amounts.
|
(d)
|
If a former Appendix A Plan Participant who terminated prior to January 1, 2003 without a nonforfeitable right to an Appendix A Plan Accrued Benefit is reemployed, the forfeiture and re-instatement, if any, of such Participant’s Accrued Benefit and the timing of his subsequent re-participation in the Plan shall be determined under the provisions of Appendix A Plan Sections 3.5 and 5.6. If the Participant’s Accrued Benefit is required to be restored in accordance with the provisions of the Appendix A Plan, it shall be converted to an Opening Account Balance plus Interest Credits from January 1, 2003 through his date of his reemployment.
|
3.1
|
Accounts
|
(a)
|
Each Eligible Employee who becomes a Participant in the Account Balance Plan shall have an Account established with respect to such Eligible Employee. Credits shall be made to the Account of each such individual pursuant to the provisions of this Article III. Accounts shall be bookkeeping accounts, and neither the maintenance of, nor the crediting of amounts to, such Accounts shall be treated as (i) the allocation of assets of the Plan to, or a segregation of such assets in, any such Account or (ii) as otherwise creating a right in any person to receive specific assets of the Plan. Benefits provided under the Account Balance Plan shall be paid from the Fund in the amounts, in the forms and at the times provided under the terms of the Account Balance Plan.
|
(b)
|
When an Account is initially established for an Eligible Employee who was employed on January 1, 2003 and who became a Participant as of January 1, 2003 in accordance with Section 2.1(a), such Participant’s Account shall be credited with an Opening Account Balance as of January 1, 2003.
|
(c)
|
When an Account is initially established for an Eligible Employee who was employed on January 1, 2003 and who became a Participant subsequent to January 1, 2003 but prior to December 31, 2003 by reason of Section 2.1(b), such Participant’s Account shall be credited with an Opening Account Balance as of his date of entry into the Plan, calculating his Appendix A Plan Accrued Benefit based on his Compensation and Service as of December 31, 2002 as if he was actually an Appendix A Plan Participant on December 31, 2002. Such Opening Account Balance shall be increased with Interest Credits for the period beginning January 1, 2003 and ending the day prior to the date of his entry into the Plan.
|
3.2
|
Pay-Based Credits
|
3.3
|
Interest Credits
|
3.4
|
Credit for Military Service
|
4.1
|
Normal Retirement Benefit
|
4.2
|
Late Retirement Benefit
|
4.3
|
Early Retirement Benefit
|
4.4
|
Vested Benefit
|
4.5
|
Disability Retirement Benefit
|
4.6
|
Nonduplication of Benefits
|
4.9
|
March 1, 2011 Retiree Benefit Increase
|
5.1
|
Benefit on Termination of Employment Prior to Normal Retirement Date
|
1.
|
Payment of Vested Benefit
|
(a)
|
if the greater of a Participant’s vested Account or Minimum Lump Sum as of the date of such Participant’s termination of employment does not exceed $5,000, the greater of such vested Account or Minimum Lump Sum shall be paid to such Participant as soon as practicable thereafter in a single lump sum; and
|
(b)
|
in the case of a Participant who has no vested interest in his Account Balance Accrued Benefit on the date he terminates employment, such Participant shall be deemed to have been cashed out as of his or her date of termination, and he or she shall have no further interest in the Plan, except as provided in Section 2.4.
|
6.1
|
Benefit Payable Upon Death Before Benefit Commencement Date
|
(a)
|
If the Participant does not have a Surviving Spouse (or if a married Participant has designated, with appropriate Spousal Consent, as provided in Section 8.1, a Beneficiary other than his Spouse), there shall be paid to his Beneficiary as soon as practicable after the Participant’s death (but in no event later than the December 31 of the Plan Year which contains the fifth anniversary of the Participant’s death), a single sum amount equal to 100% of the value of his Account as of the last day of the month in which the death of the Participant occurs, plus applicable Interest Credits through the Benefit Commencement Date.
|
(b)
|
Except as is otherwise provided in Section 6.1(a) above, if the Participant has a Surviving Spouse, such Surviving Spouse shall be entitled to receive a Retirement Benefit for her life commencing on the date the Participant would have attained his Normal Retirement Date if he had survived to such date (the “Preretirement Survivor Annuity”). Such benefit to the Surviving Spouse shall be a single life annuity, payable monthly, where such annuity is the Actuarial Equivalent of the Account Balance Accrued Benefit to which such Participant would have been entitled had he terminated employment on his date of death, survived to his Normal Retirement Date, and commenced to receive a Retirement Benefit as of such date. Notwithstanding the foregoing, the Surviving Spouse of a Participant may elect to commence receiving a Retirement Benefit for her life in the form of a single life annuity commencing on the first day of any month on or after the later of the date the Participant died or the date the Participant would have attained age 55 had he survived to such date, if such Participant had completed at least 10 years of Service for vesting. The monthly amount of such benefit to the Surviving Spouse shall equal the monthly amount payable under a single life annuity where such single life annuity is the Actuarial Equivalent of the Account Balance Accrued Benefit to which such Participant would have been entitled had he terminated employment on his date of death, survived to such commencement date, and commenced to receive a Retirement Benefit as of such date. Alternatively, the Surviving Spouse may request to receive, in lieu of any other benefits under the Plan to which she would otherwise be entitled, a distribution equal to the greater of the Participant’s Account or Minimum Lump Sum as of his date of death, payable as soon as practicable after the Participant’s death, in a single lump sum.
|
(c)
|
Notwithstanding the foregoing, if the lump sum value of the Participant’s Account as of his date of death does not exceed $5,000, the Account shall be distributed to the Surviving Spouse or Beneficiary as soon as practicable after the death of the Participant. Such payment shall be in full settlement of the benefit that otherwise would be payable under this Article VI.
|
(d)
|
Notwithstanding the foregoing, the lump sum payable to a Surviving Spouse pursuant to paragraphs (b) and/or (c) above shall not be less than the present value of the Pre-retirement Survivor Annuity.
|
(e)
|
Additional Death Benefits. In the case of a death occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Code Section 414(u)), the Participant's beneficiary is entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death. Moreover, the Plan will credit the
|
7.1
|
Normal Form of Benefit for a Participant Without a Spouse
|
7.2
|
Normal Form of Benefit for a Participant With a Spouse
|
(a)
|
If a Participant has a Spouse on his Benefit Commencement Date, unless a Qualified Election has been made (if required) and another form of benefit payment has been elected pursuant to paragraph (e) of this Section 7.2, the Retirement Benefit payable to such Participant pursuant to Article IV shall be a joint and 50% surviving spouse annuity (i.e., the Joint and 50% Survivor Annuity) the amount of which is the Actuarial Equivalent of the Normal Form of benefit that would have been payable to the Participant if the Participant was not married on his Benefit Commencement Date
.
|
(b)
|
If the Participant’s Spouse dies after the Participant’s Benefit Commencement Date but before the Participant, the Participant shall thereafter receive monthly annuity payments in the same amount that would have been payable had he not been married, with the last payment to be made for the month in which his death occurs (Straight Life Annuity). Thereafter, no further benefits shall be payable under the Account Balance Plan with respect to the Participant, whether or not the Participant has subsequently remarried. The individual who is the Participant’s Spouse on the Participant’s Benefit Commencement Date shall be treated as his Spouse for purposes of this Section 7.2 so long as such Spouse shall live, whether or not the Spouse is subsequently divorced from the Participant or the marriage otherwise terminates after the Participant’s Benefit Commencement Date, except as a Qualified Domestic Relations Order shall otherwise provide.
|
(c)
|
Not more than 180 days, and not less than 30 days, before the Benefit Commencement Date, a Participant shall be furnished a written explanation of:
|
(i)
|
the terms and conditions of the Normal Form;
|
(ii)
|
the right of the Participant to make, and the effect of, a Qualified Election to reject the Normal Form;
|
(iii)
|
the right of the Participant’s Spouse to consent or not to consent to such Qualified Election; and
|
(iv)
|
a general description of the eligibility conditions and other material features of the optional forms of benefits available under the Account Balance Plan.
|
(v)
|
the material features and an explanation of the relative values of the optional forms of benefit available under the Plan that would satisfy the notice requirements of Code Section 417.
|
(d)
|
Notwithstanding the foregoing, a Participant may elect to have his benefit commence as of a Benefit Commencement Date even if the Benefit Commencement Date is less than 30 days after the written explanation was provided to the Participant if the following conditions are satisfied:
|
(i)
|
the written explanation is provided to the Participant no later than the Benefit Commencement Date,
|
(ii)
|
the written explanation explains that the Participant has the right to at least 30 days from the time that such written explanation is provided to make a Qualified Election,
|
(iii)
|
the Participant is permitted to revoke the Qualified Election at any time during the 30-day period referred to in subsection (ii) above, or the end of the 7 day period beginning on the day after the written explanation is provided to the Participant, if later,
|
(iv)
|
distribution of benefits does not begin before the 7-day period described above expires (which date may be later than the Benefit Commencement Date), and
|
(v)
|
the Participant makes a Qualified Election no later than 90 days after the Benefit Commencement Date.
|
(e)
|
A Participant may reject the joint and 50% surviving spouse annuity that otherwise would be payable (i.e., the Joint and 50% Survivor Annuity), and elect an optional form of benefit under Section 7.3 below, by filing a Qualified Election with the Plan Administrator during the period commencing 180 days before the Benefit Commencement Date and ending on the day prior to such date (or the date specified in subsection (d) above if the benefit will commence in accordance with the rules of subsection (d) above). A Participant may revoke a prior Qualified Election before the Benefit Commencement Date (or the date specified in (d) above if the benefit will commence in accordance with the rules of subsection (d) above) by filing the appropriate form with the Plan Administrator. The number of revocations and Qualified Elections permitted under this Section (e) is unlimited.
|
7.3
|
Optional Forms of Benefit
|
(a)
|
The optional forms of benefit (which shall each be the Actuarial Equivalent of the Normal Form) provided in this Section 7.3 shall be available only to (i) a Participant who is not married on the Benefit Commencement Date and (ii) a Participant who is married on the Benefit Commencement Date if a Qualified Election, made in accordance with Section 7.2, is in effect on such Benefit Commencement Date (except as provided below).
|
(b)
|
The optional forms of benefit are the following:
|
(i)
|
Straight Life Annuity
. A retirement benefit payable during the Participant’s life, with no other benefit payable after his death.
|
(ii)
|
Life Annuity With Ten Years Certain
. A reduced retirement benefit payable during the Participant’s life, with no benefit payable after his death; provided, however, that if the Participant shall die before having received 120 monthly payments, such monthly payments shall continue to be paid to his Beneficiary until the total number of payments to the Participant and the Beneficiary equals 120. If the Participant and Beneficiary both die before having received a total of 120 monthly payments, the Actuarial Equivalent value of the balance of unpaid monthly payments shall be paid in a single sum to the estate of the survivor of the Participant and Beneficiary.
|
(iii)
|
Joint And 50% Survivor Annuity
. A reduced retirement benefit payable during the Participant’s life with the provision that after his death a benefit of one-half of the benefit that was payable during the Participant’s life shall be continued during the life of such contingent annuitant (Beneficiary) as the Participant shall have nominated by written designation duly acknowledged and filed with the Plan Administrator prior to the Benefit Commencement Date. If the Participant’s contingent annuitant dies after the Participant’s Benefit Commencement Date but before the Participant, the Participant shall thereafter receive monthly annuity payments in the same amount that would have been payable had he elected a Straight Life Annuity.
|
(iv)
|
Joint And 75% Survivor Annuity
. Effective for Benefit Commencement Dates on and after January 1, 2008, a reduced retirement benefit payable during the Participant’s life with the provision that after his death a benefit of three-fourths of the benefit that was payable during the Participant’s life shall be continued during the life of such contingent annuitant (Beneficiary) as the Participant shall have nominated by written designation duly acknowledged and filed with the Plan Administrator prior to the Benefit Commencement Date. If the Participant’s contingent annuitant dies after the Participant’s Benefit Commencement Date but before the Participant, the Participant shall thereafter receive monthly annuity payments in the same amount that would have been payable had he elected a Straight Life Annuity.
|
(v)
|
Joint And 100% Survivor Annuity
. A reduced retirement benefit payable during the Participant’s lifetime, with the provision that after his death the same benefit shall be paid during the life of such contingent annuitant (Beneficiary) as the Participant shall have nominated by written designation duly acknowledged and filed with the Plan Administrator prior to the Benefit Commencement Date. If the Participant’s contingent annuitant dies after the Participant’s Benefit Commencement Date but before the Participant, the Participant shall thereafter receive monthly annuity payments in the same amount that would have been payable had he elected a Straight Life Annuity.
|
(vi)
|
Single Lump Sum Payment
. A lump sum payment equal to the greater of the value of the Participant’s Account or his Minimum Lump Sum as of the Benefit Commencement Date, limited, however, to Participants who have attained age 55 and have satisfied the requirements for an Early, Normal or Late Retirement Benefit in accordance with Article IV.
|
(vii)
|
Installment Payments
. A series of relatively equal annual installments over a period of not more than the lesser of five (5) years or the Participant’s life expectancy, limited, however, to Participants who have attained age 55 and have satisfied the requirements for an Early, Normal or Late Retirement Benefit in accordance with Article IV.
|
7.4
|
Claim for Benefit
|
(a)
|
A Participant must file a claim for benefits before payment of benefits shall commence. The claim for benefits shall be in writing and in such form as the Plan Administrator shall designate.
|
(b)
|
The claim for benefits shall specify the date as of which payments are to commence, consistent with the provisions of the Account Balance Plan for commencement of benefits.
|
(c)
|
The claim for benefits shall include a certification by the Participant either (i) that the Participant is not married or (ii) that the Participant is married and the name and date of birth of the individual to whom the Participant is married. The certification by the Participant as to the Participant’s marital status shall be binding upon the Participant.
|
7.5
|
Statutory Commencement of Benefits
|
7.6
|
Cashouts
|
7.7
|
Deferred Benefit Commencement Date
|
7.8
|
Minimum Required Distributions
|
(a)
|
General Rules
|
(i)
|
The provisions of this Section will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.
|
(ii)
|
The requirements of this Section shall take precedence over any inconsistent provisions of the Plan.
|
(iii)
|
All distributions required under this Section will be determined and made in accordance with the Regulations under Code Section 401(a)(9).
|
(iv)
|
Notwithstanding the other provisions of this Section, other than Section 7.8(a)(iii), distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the following provisions of the Plan that relate to Section 242(b)(2) of TEFRA.
|
(1)
|
Subject to the spouse's right of consent afforded under the Plan, the restrictions imposed by this Section shall not apply if a Participant has, prior to January 1, 1984, made a written designation to have retirement benefits paid in an alternative method acceptable under Code Section 401(a)(9) as in effect prior to the enactment of the Tax Equity and Fiscal Responsibility Act of 1982.
|
(2)
|
Subject to the spouse's right of consent afforded under the Plan, the restrictions imposed by this Section shall not apply if a Participant has, prior to January 1, 1984, made a written designation to have death benefits paid in an alternative method acceptable under Code Section 401(a)(9) as in effect prior to the enactment of the Tax Equity and Fiscal Responsibility Act of 1982.
|
(b)
|
Time and Manner of Distribution.
|
(i)
|
The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date.
|
(ii)
|
If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows:
|
(1)
|
t the election of the Participant or, if no election is made by the Participant, then at the election of the Participant's designated beneficiary, if the Participant's surviving spouse is the Participant's sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later.
|
(2)
|
At the election of the Participant or, if no election is made by the Participant, then at the election of the Participant's designated beneficiary, if the Participant's surviving spouse is not the Participant's sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died.
|
(3)
|
At the election of the Participant or, if no election is made by the Participant, then at the election of the Participant's designated beneficiary, if the Participant dies before distributions begin and there is a designated beneficiary, then the Participant's entire interest will be distributed to the designated beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant's death. If the Participant's surviving spouse is the Participant's sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to either the Participant or the surviving spouse begin, then this Section 7.8(b)(ii)(3) will apply as if the surviving spouse were the Participant. This Section 7.8(b)(ii)(3) will apply to all distributions.
|
(4)
|
If there is no designated beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.
|
(5)
|
If the Participant's surviving spouse is the Participant's sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, then this Section 7.8(b), other than Section 7.8(b)(ii)(1), will apply as if the surviving spouse were the Participant.
|
(iii)
|
Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 7.8(c), 7.8(d), and 7.8(e). If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Regulations. Any part of the Participant's interest which is in the form of an individual account described in Code
|
(c)
|
Determination of Amount to be Distributed Each Year.
|
(i)
|
If the Participant's interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the following requirements:
|
(1)
|
the annuity distributions will be paid in periodic payments made at intervals not longer than one year;
|
(2)
|
the distribution period will be over a life (or lives) or over a period certain not longer than the period described in Section 7.8(d) or 7.8(e);
|
(3)
|
once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted;
|
(4)
|
payments will either be nonincreasing or increase only as follows:
|
(A)
|
by an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics;
|
(B)
|
to the extent of the reduction in the amount of the Participant's payments to provide for a survivor benefit upon death, but only if the beneficiary whose life was being used to determine the distribution period described in Section 7.8(d) dies or is no longer the Participant's beneficiary pursuant to a qualified domestic relations order within the meaning of Section 414(p);
|
(C)
|
to provide cash refunds of employee contributions upon the Participant's death; or
|
(D)
|
to pay increased benefits that result from a Plan amendment.
|
(ii)
|
The amount that must be distributed on or before the Participant's Required Beginning Date (or, if the Participant dies before distributions begin, the date distributions are required to begin under Section 7.8(b)(2)(i) or 7.8(b)(2)(ii)) is the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received, e.g., bi-monthly, monthly, semi-annually, or annually. All of the Participant's benefit accruals as of the last day of the first distribution calendar year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant's Required Beginning Date.
|
(iii)
|
Any additional benefits accruing to the Participant in a calendar year after the first distribution calendar year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues.
|
(d)
|
Requirements For Annuity Distributions That Commence During Participant's Lifetime.
|
(i)
|
If the Participant's interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Participant and a nonspouse beneficiary, annuity payments to be made on or after the Participant's required beginning date to the designated beneficiary after the Participant's death must not at any time exceed the applicable percentage of the
|
(ii)
|
Unless the Participant's spouse is the sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant's lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in Regulation Section 1.401(a)(9)-9 for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table set forth in Regulation Section 1.401(a)(9)-9 plus the excess of 70 over the age of the Participant as of the Participant's birthday in the year that contains the annuity starting date. If the Participant's spouse is the Participant's sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Participant's applicable distribution period, as determined under this Section 7.8(d)(2), or the joint life and last survivor expectancy of the Participant and the Participant's spouse as determined under the Joint and Last Survivor Table set forth in Regulation Section 1.401(a)(9)-9, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the calendar year that contains the annuity starting date.
|
(e)
|
Requirements For Minimum Distributions Where Participant Dies Before Date Distributions Begin.
|
(i)
|
At the election of the Participant or, if no election is made by the Participant, then at the election of the Participant's designated beneficiary, if the Participant dies before the date distribution of his or her interest begins and there is a designated beneficiary, the Participant's entire interest will be distributed, beginning no later than the time described in Section 7.8(b)(ii)(1) or 7.8(b)(ii)(2), over the life of the designated beneficiary or over a period certain not exceeding:
|
(1)
|
unless the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary's age as of the beneficiary's birthday in the calendar year immediately following the calendar year of the Participant's death; or
|
(2)
|
if the annuity starting date is before the first distribution calendar year, the life expectancy of the designated beneficiary determined using the beneficiary's age as of the beneficiary's birthday in the calendar year that contains the annuity starting date.
|
(ii)
|
At the election of the Participant or, if no election is made by the Participant, then at the election of the Participant's designated beneficiary, if the Participant dies before distributions begin and there is a designated beneficiary, then the Participant's entire interest will be distributed to the designated beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant's death. This Section 7.8(e)(ii) will apply to all distributions.
|
(iii)
|
If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Participant's death,
|
(iv)
|
If the Participant dies before the date distribution of his or her interest begins, the Participant's surviving spouse is the Participant's sole designated beneficiary, and the surviving spouse dies before distributions to the surviving spouse begin, this Section 7.8(e) will apply as if the surviving spouse were the Participant, except that the time by which distributions must begin will be determined without regard to Section 7.8(b)(ii)(1).
|
(f)
|
Definitions.
|
(i)
|
Designated beneficiary means the individual who is designated as the beneficiary under Article VIII of the Plan and is the designated beneficiary under Code Section 401(a)(9) and Regulation Section 1.401(a)(9)-1, Q&A-4.
|
(ii)
|
Distribution calendar year
means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin pursuant to Section 7.8(b).
|
(iii)
|
Life expectancy means the life expectancy as computed by use of the Single Life Table in Regulation Section 1.401(a)(9)-9.
|
(iv)
|
Required Beginning Date means the April 1st of the calendar year following the later of:
|
(1)
|
the calendar year in which the Participant attains age 70 1/2, or
|
(2)
|
if the Participant is not a "five (5) percent owner" at any time during the Plan Year ending with or within the calendar year in which the Participant attains age 70 1/2, then the calendar year in which the Participant retires.
|
(g)
|
Final Regulations Incorporated By Reference. Notwithstanding any provision of the Plan to the contrary, with respect to distributions under the Plan made for calendar years beginning on or after January 1, 2006, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the Regulations under Code Section 401(a)(9) that were finalized on June 15, 2004.
|
(h)
|
Notwithstanding, a Participant (other than a 5% owner) who retires in a calendar year after the calendar year in which the Participant attains age 70 ½ shall have his Account Balance Accrued Benefit actuarially increased for the period beginning with the April 1
st
after the calendar year in which the Participant attains age 70 ½ and ending on the date on which such Participant’s benefit commences. Furthermore, such actuarial increase shall apply regardless of whether the Participant is in service that is permitted to be suspended under section 203(a)(3)(B) of ERISA and section 411(a)(3)(B) of the Code.
|
(a)
|
An “eligible rollover distribution” is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include:
|
(i)
|
any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated Beneficiary, or for a specified period of ten years or more;
|
(ii)
|
any distribution to the extent such distribution is required under section 401(a)(9) of the Code;
|
(iii)
|
any amount that is distributed on account of hardship;
|
(iv)
|
the portion of any distribution that is not includable in gross income, unless such portion is transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible; and
|
(v)
|
any distribution with a value of $200 or less.
|
(b)
|
An “eligible retirement plan” is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), (other than an endowment contract), a qualified defined contribution plan described in Code Section 401(a) that accepts the distributee's rollover distribution, an annuity plan described in Code Section 403(a), an eligible deferred compensation plan described in Code Section 457(b) which is maintained by an eligible employer described in Code Section 457(e)(1)(A), and an annuity contract described in Code Section 403(b), that accepts the distributee's eligible rollover distribution. The definition of "eligible retirement plan" shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Code Section 414(p). In the case of "distributee" who is a nonspouse designated beneficiary, (1) the direct rollover may be made only to an individual retirement account described in Code Section 408(a) or annuity described in Code Section 408(b) ("IRA") that is established on behalf of the designated beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Code Section 402(c)(11), and (2) the determination of any required minimum distribution required under Code Section 401(a)(9) that is ineligible for rollover shall be made in accordance with Notice 2007-7, Q&A 17 and 18.
|
(c)
|
A "distributee" includes an Employee or former Employee. In addition, the Employee’s or former Employee’s Spouse or former spouse who is the Alternate Payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the Spouse or former spouse. A distributee also includes the Participant's nonspouse designated beneficiary.
|
(d)
|
A "direct rollover" is a payment by the Account Balance Plan to the eligible retirement plan specified by the distributee. Notwithstanding anything herein to the contrary, only one direct rollover may be made for any eligible rollover distribution.
|
8.1
|
Beneficiary
|
(a)
|
A Participant who has a Surviving Spouse at the date of his death after his Benefit Commencement Date shall automatically be deemed to have designated such Spouse as his Beneficiary unless (i) the Participant makes a Qualified Election to designate a different Beneficiary and the Surviving Spouse of such Participant gives Spousal Consent to such designation, or (ii) it is established to the satisfaction of the Plan Administrator or its designee that the consent of the Surviving Spouse cannot be obtained because the Surviving Spouse cannot be located or because of other special circumstances as prescribed by law.
|
(b)
|
Subject to the provisions of Section 8.1(a) above, a Beneficiary designation shall be made, and may be changed or revoked, by filing the appropriate form with the Plan Administrator or its designee. If more than one person is designated each shall have an equal share unless the designation directs otherwise. Any designation, change or revocation by a Participant shall be effective only if the Plan Administrator or its designee receives it before the death of such Participant. For purposes of this Section 8.1, the term "person" includes an individual, a trust or an estate. If no Beneficiary designation is on file with the Plan Administrator or its designee at the Participant’s death, or if any designation is not effective for any reason as determined by the Plan Administrator or its designee, the benefit payable under the Plan shall be paid to the following persons in the following order of priority: (a) the Spouse; (b) children, including adopted children and step-children, in equal shares; (c) parents, in equal shares, and (d) the Participant’s estate. This order of priority shall apply to individuals living at the time of the Participant’s death.
|
9.1
|
Annual Benefit
|
(a)
|
Annual Benefit. For purposes of this Article, "annual benefit" means a benefit that is payable annually in the form of a straight life annuity. Except as provided below, where a benefit is payable in a form other than a straight life annuity, the benefit shall be adjusted to an actuarially equivalent straight life annuity that begins at the same time as such other form of benefit and is payable on the first day of each month, before applying the limitations of this Article. For a Participant who has or will have distributions commencing at more than one Annuity Starting Date, the "Annual Benefit" shall be determined as of each such Annuity Starting Date (and shall satisfy the limitations of this article as of each such date), actuarially adjusting for past and future distributions of benefits commencing at the other Annuity Starting Dates. For this purpose, the determination of whether a new Annuity Starting Date has occurred shall be made without regard to Regulations Section 1.401(a)-20, Q&A 10(d), and with regard to Regulations Section 1.415(b)1(b)(1)(iii)(B) and (C). No actuarial adjustment to the benefit shall be made for (a) survivor benefits payable to a surviving spouse under a qualified joint and survivor annuity to the extent such benefits would not be payable if the Participant's benefit were paid in another form; (b) benefits that are not directly related to retirement benefits (such as a qualified disability benefit, preretirement incidental death benefits, and postretirement medical benefits); or (c) the inclusion in the form of benefit of an automatic benefit increase feature, provided the form of benefit is not subject to Code Section 417(e)(3) and would otherwise satisfy the limitations of this Article, and the Plan provides that the amount payable under the form of benefit in any "limitation year" shall not exceed the limits of this Article applicable at the Annuity Starting Date, as increased in subsequent years pursuant to Code Section 415(d). For this purpose, an automatic benefit increase feature is included in a form of benefit if the form of benefit provides for automatic, periodic increases to the benefits paid in that form.
|
(b)
|
Grandfather provision. The application of the provisions of this Section shall not cause the maximum permissible benefit for any Participant to be less than the Participant's accrued benefit under all the defined benefit plans of the Employer or a predecessor employer as of the end of the last "limitation year" beginning before July 1, 2007 under provisions of the plans that were both adopted and in effect before April 5, 2007. The preceding sentence applies only if the provisions of such defined benefit plans that were both adopted and in effect before April 5, 2007 satisfied the applicable requirements of statutory provisions, Regulations, and other published guidance relating to Code Section 415 in effect as of the end of the last "limitation year" beginning before July 1, 2007, as described in Regulation Section 1.415(a) 1(g)(4).
|
(c)
|
High three year average compensation. For purposes of the Plan's provisions reflecting Code Section 415(b)(3) (i.e., limiting the annual benefit payable to no more than 100% of the Participant's average
|
9.2
|
Maximum Annual Benefit
|
(a)
|
Maximum benefit. Notwithstanding the foregoing and subject to the exceptions and adjustments below, the maximum "annual benefit" payable to a Participant under this Plan in any "limitation year" shall equal the lesser of:
|
(i)
|
Defined Benefit Dollar Limitation. $160,000, as adjusted, effective January 1 of each year, under Code Section 415(d) in such manner as the Secretary shall prescribe, and payable in the form of a straight life annuity. Such dollar limitation as adjusted under Code Section 415(d) will apply to "limitation years" ending with or within the calendar year for which the adjustment applies; or Post-Severance Adjustment to Dollar Limit. In the case of a Participant who has had a severance from employment with the Employer, the defined benefit dollar limitation applicable to the Participant in any "limitation year" beginning after the date of severance shall be automatically adjusted under Code Section 415(d).
|
(ii)
|
Defined Benefit Compensation Limitation. One hundred percent (100%) of the Participant's "415 Compensation" averaged over the three consecutive "limitation years" (or actual number of "limitation years" for Employees who have been employed for less than three consecutive "limitation years") during which the Employee had the greatest aggregate "415 Compensation" from the Employer.
|
(b)
|
Limitation year. For purposes of applying the limitations of Code Section 415, the "limitation year" shall be the Plan Year. All qualified plans maintained by the Employer must use the same "limitation year." If the "limitation year" is amended to a different twelve (12) consecutive month period, the new "limitation year" must begin on a date within the "limitation year" in which the amendment is made.
|
9.3
|
Adjustments to Annual Benefit and Limitations
|
(a)
|
Adjustment for Early Payment (Limitation Years beginning on or after July 1, 2007). If the Annuity Starting Date for the Participant's benefit is prior to age 62 and occurs in a Limitation Year beginning on or after July 1, 2007, and the Plan does not have an immediately commencing straight life annuity payable at both age 62 and the age of benefit commencement, the "Defined Benefit Dollar Limitation" for the Participant's Annuity Starting Date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant's Annuity Starting Date that is the actuarial equivalent of the "Defined Benefit Dollar Limitation" (adjusted under Plan Section 9.3(f) for years of participation less than ten (10), if required) with actuarial equivalence computed using a 5 percent interest rate assumption and the applicable mortality table for the Annuity Starting Date (and expressing
|
(b)
|
Adjustment for Early Payment (Limitation Years beginning prior to July 1, 2007). If the "annual benefit" of a Participant begins prior to age 62, then for Limitation Years beginning before July 1, 2007, the Defined Benefit Dollar Limitation of Section 9.2(a)(i) applicable to the Participant at the earlier age is the actuarial equivalent of the dollar limitation under Code Section 415(b)(1)(A) (as adjusted under Code Section 415(d)), with actuarial equivalence computed using whichever of the following produces the smaller annual amount: (1) the interest rate and mortality table or other tabular factor specified in the Plan for determining Actuarial Equivalence for early retirement purposes, or (2) a five percent (5%) interest rate assumption and the "applicable mortality table."
|
(c)
|
Adjustment for Late Payment (Limitation Years beginning on or after July 1, 2007). If the Annuity Starting Date for the Participant's benefit is after age 65 and occurs in a Limitation Year beginning on or after July 1, 2007, and the Plan does not have an immediately commencing straight life annuity payable at both age 65 and the age of benefit commencement, the "Defined Benefit Dollar Limitation" at the Participant's Annuity Starting Date is the annual amount of a benefit payable in the form of a straight life annuity commencing at the Participant's Annuity Starting Date that is the actuarial equivalent of the "Defined Benefit Dollar Limitation" (adjusted under Plan Section 9.3(f) for years of participation less than ten (10), if required), with actuarial equivalence computed using a 5 percent interest rate assumption and the applicable mortality table for that Annuity Starting Date as defined in Exhibit I (and expressing the Participant's age based on completed calendar months as of the Annuity Starting Date). However, if the plan has an immediately commencing straight life annuity payable at both age 65 and the age of benefit commencement, the "Defined Benefit Dollar Limitation" at the Participant's Annuity Starting Date is the lesser of the limitation determined under the preceding sentence and the "Defined Benefit Dollar Limitation" (adjusted under Plan Section 9.3(f) for years of participation less than ten (10), if required) multiplied by the ratio of the annual amount of the adjusted immediately commencing straight life annuity under the plan at the Participant's Annuity Starting Date to the annual amount of the adjusted immediately commencing straight life annuity under the Plan at age 65, both determined without applying the limitations of this Article and without applying the provisions of Section 9.3(e). For this purpose, the adjusted immediately commencing straight life annuity under the Plan at the Participant's Annuity Starting Date is the annual amount of such annuity payable to the Participant, computed disregarding the Participant's accruals after age 65 but including actuarial adjustments even if those actuarial adjustments are used to offset accruals; and the adjusted immediately commencing straight life annuity under the Plan at age 65 is the annual amount of such annuity that would be payable under the Plan to a hypothetical Participant who is age 65 and has the same accrued benefit as the Participant.
|
(d)
|
Adjustment for Late Payment (Limitation Years beginning before July 1, 2007). If the "annual benefit" of a Participant begins after age 65, then for Limitation Years beginning before July 1, 2007, the Defined Benefit Dollar Limitation of Section 9.2(a)(i) applicable to the Participant at the earlier age is the actuarial equivalent of the dollar limitation under Code Section 415(b)(1)(A) (as adjusted under Code Section 415(d)), with actuarial equivalence computed using whichever of the following produces the smaller annual amount: (1) the interest rate an mortality table or other tabular factor specified in the Plan for determining Actuarial Equivalence for early retirement purposes, or (2) a five percent (5%) interest rate assumption and the "applicable mortality table."
|
(e)
|
No Mortality Adjustment for Certain Payments. Except as provided in Section 9.3(a) and Section 9.3(c), no adjustment shall be made to the "Defined Benefit Dollar Limitation" to reflect the probability of a Participant's death between the Annuity Starting Date and age 62, or between age 65 and the Annuity Starting Date, as applicable, if benefits are not forfeited upon the death of the Participant prior to the Annuity Starting Date. To the extent benefits are forfeited upon death before the Annuity Starting Date, such an adjustment shall be made. For this purpose, no forfeiture shall be treated as occurring upon the Participant's death if the Plan does not charge Participants for providing a qualified preretirement survivor annuity, as defined in Code Section 417(c) upon the Participant's death.
|
(f)
|
Adjustment for Less Than 10 Years of Participation or Service. If a Participant has fewer than 10 years of participation in the Plan, then the Defined Benefit Dollar Limitation of Section 9.2(a)(i) shall be multiplied by a fraction, the numerator of which is the number of years (or part thereof) of participation in the Plan, and the denominator of which is 10. However, in no event shall such fraction be less than 1/10th.
|
(g)
|
Actuarial Equivalence. For purposes of adjusting the "annual benefit" to a straight life annuity, the equivalent "annual benefit" shall be (i) for Limitation Years beginning on or after July 1, 2007, the greater of the annual amount of the straight life annuity commencing at the same Annuity Starting Date, and the annual amount of a straight life annuity commencing at the same Annuity starting date that has the same actuarial present value as the Participant's form of benefit computed using five percent (5%) interest rate assumption and the "Applicable Mortality Table," and (ii) for Limitation Years beginning before July 1, 2007, the annual amount of a straight life annuity commencing at the same Annuity starting Date that has the same actuarial present value as the Participant's form of benefit computed using whichever of the following produces the greater annual amount: (1) the interest rate and mortality table or other tabular factor specified in the plan for adjusting benefits in the same form; and (2) a five percent (5%) interest rate assumption and the "Applicable Mortality Table." If the "annual benefit" is paid in a form other than a nondecreasing life annuity payable for a period not less than the life of a Participant or, in the case of a Pre Retirement Survivor Annuity, the life of the surviving spouse, the "Applicable Interest Rate" shall be substituted for five percent (5%) in the preceding sentence. With respect to Plan Years beginning after December 31, 2003 but not after December 31, 2005, for purposes of adjusting the "annual benefit" to a straight life annuity, if the "annual benefit" is paid in any form other than a nondecreasing life annuity payable for a period not less than the life of a Participant or, in the case of a Pre-Retirement Survivor Annuity, the life of the surviving spouse, then the equivalent "annual benefit" shall be the greater of (1) the equivalent "annual benefit" computed using the Plan interest rate and Plan mortality table (or other tabular factor), or (2) the equivalent "annual benefit" computed using five and one-half percent (5.5%) and the "applicable mortality table." With respect to
|
(h)
|
Time of Adjustment. For purposes of Sections 9.1, 9.3(a) and 9.3(c), no adjustments under Code Section 415(d) shall be taken into account before the "limitation year" for which such adjustment first takes effect.
|
(i)
|
Benefits not Subject to Adjustment. For purposes of Section 9.1, no actuarial adjustment to the benefit is required for (1) the value of a qualified joint and survivor annuity, (2) benefits that are not directly related to retirement benefits (such as a qualified disability benefit, pre retirement death benefits, and post retirement medical benefits), and (3) the value of post retirement cost of living increases made in accordance with Code Section 415(d) and Regulation 1.415 3(c)(2)(iii). The "annual benefit" does not include any benefits attributable to after-tax voluntary Employee contributions or rollover contributions, or the assets transferred from a qualified plan that was not maintained by the Employer.
|
9.4
|
Annual Benefit Not in Excess of $10,000
|
9.5
|
Other Rules
|
(a)
|
Benefits under terminated plans. If a defined benefit plan maintained by the Employer has terminated with sufficient assets for the payment of benefit liabilities of all plan Participants and a Participant in the plan has not yet commenced benefits under the plan, the benefits provided pursuant to the annuities purchased to provide the Participant's benefits under the terminated plan at each possible Annuity Starting Date shall be taken into account in applying the limitations of this Article. If there are not sufficient assets for the payment of all Participants' benefit liabilities, the benefits taken into account shall be the benefits that are actually provided to the Participant under the terminated plan.
|
(
b)
|
Benefits transferred from the Plan. If a Participant's benefits under a defined benefit plan maintained by the employer are transferred to another defined benefit plan maintained by the employer and the transfer is not a transfer of distributable benefits pursuant Regulations Section 1.411(d)-4, Q&A-3(c), the transferred benefits are not treated as being provided under the transferor plan (but are taken into account as benefits provided under the transferee plan). If a Participant's benefits under a defined benefit plan maintained by the Employer are transferred to another defined benefit plan that is not maintained by the Employer and the transfer is not a transfer of distributable benefits pursuant to Regulations Section 1.411(d)-4, Q&A-3(c), then the transferred benefits are treated by the Employer's Plan as if such benefits were provided under annuities purchased to provide benefits under a plan maintained by the Employer that terminated immediately prior to the transfer with sufficient assets to pay all Participants' benefit liabilities under the Plan. If a Participant's benefits under a defined benefit plan maintained by the Employer are transferred to another defined benefit plan in a transfer of distributable benefits pursuant to Regulations Section 1.411(d)-4, Q&A-3(c), the amount transferred is treated as a benefit paid from the transferor plan.
|
(c)
|
Formerly affiliated plans of the Employer. A formerly affiliated plan of an Employer shall be treated as a plan maintained by the Employer, but the formerly affiliated plan shall be treated as if it had terminated immediately prior to the cessation of affiliation with sufficient assets to pay Participants' benefit liabilities under the Plan and had purchased annuities to provide benefits. A formerly affiliated plan of the Employer means a plan that, immediately prior to the cessation of affiliation, was actually maintained by the Employer and, immediately after the cessation of affiliation, is not actually maintained by the Employer. For this purpose, cessation of affiliation means the event that causes an entity to no longer be considered the Employer, such as the sale of a member controlled group of corporations, as defined in Code Section 414(b), as modified by Code Section 415(h), to an unrelated corporation, or that causes a plan to not actually be maintained by the Employer, such as transfer of plan sponsorship outside a controlled group.
|
(d)
|
Plans of a "Predecessor Employer". If the Employer maintains a defined benefit plan that provides benefits accrued by a Participant while performing services for a "Predecessor Employer," then the Participant's benefits under a plan maintained by the "Predecessor Employer" shall be treated as provided under a plan maintained by the Employer. However, for this purpose, the plan of the "Predecessor Employer" shall be treated as if it had terminated immediately prior to the event giving rise to the "Predecessor Employer" relationship with sufficient assets to pay participants' benefit liabilities under the plan, and had purchased annuities to provide benefits; the Employer and the "Predecessor Employer" shall be treated as if they were a single employer immediately prior to such event and as unrelated employers immediately after the event; and if the event giving rise to the predecessor relationship is a benefit transfer, the transferred benefits shall be excluded in determining the benefits provided under the plan of the "Predecessor Employer". A former entity that antedates the Employer is also a "Predecessor Employer" with respect to a Participant if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade or business of the former entity.
|
(e)
|
Employer. "Employer" means, for purposes of this Article, the Employer that adopts this plan, and all members of a controlled group of corporations, as defined in Code Section 414(b), as modified by Code Section 415(h)), all commonly controlled trades or businesses (as defined in Code Section 414(c), as modified, except in the case of a brother-sister group of trades or businesses under common control, by Code Section 415(h)), or affiliated service groups (as defined in Code Section 414(m)) of which the adopting Employer is a part, and any other entity required to be aggregated with the employer pursuant to Code Section 414(o).
|
(f)
|
Adjustment if in two defined benefit plans. If the Participant is, or has ever been, a participant in another qualified defined benefit plan (without regard to whether the plan has been terminated) maintained by the Employer or a "Predecessor Employer", the sum of the Participant's "Annual Benefits" from all such plans may not exceed the "Maximum Permissible Benefit." Where the Participant's employer-provided benefits under all such defined benefit plans (determined as of the same age) would exceed the "Maximum Permissible Benefit" applicable at that age, the Employer shall select in the Adoption Agreement the method by which the plans will limit a Participant's benefit accrual.
|
(g)
|
Special rules. The limitations of this Article shall be determined and applied taking into account the rules in Regulations Section 1.415(f)-1(d), (e) and (h).
|
9.6
|
Pre-termination Restrictions
|
(a)
|
The purpose of this Section 9.2 is to conform the Plan to the requirements of Treasury Regulation Sections 1.401-4(c) and 1.401(a)(4)-5(b).
|
(i)
|
In the event of the termination of the Plan, the benefit of any Highly Compensated Employee shall in no event exceed an amount that is nondiscriminatory under Section 401(a)(4) of the Code.
|
(i)
|
The annual payments to an Employee described in Section 9.2(a)(iii) may not exceed an amount equal in each year to the payments that would be made on behalf of the Participant under a straight life annuity that is the Actuarial Equivalent value of the Participant’s Account Balance Accrued Benefit and the other benefits to which the Participant is entitled under the Plan. Notwithstanding the foregoing, the restrictions of this subparagraph (ii) do not apply if any one of the following requirements is satisfied:
|
(A)
|
after payment to an Employee described in Section 9.2(a)(iii) of all “benefits”, as described in Section 9.2(a)(iv), the value of Plan assets equals or exceeds 110 percent of the value of “current liabilities” (as defined in Section 412(l)(7) of the Code);
|
(B)
|
the value of the “benefits”, as described in Section 9.2(a)(iv), for a Participant described in Section 9.2(a)(iii) is less than 1 percent of the value of such current liabilities of the Plan, or
|
(C)
|
the value of the “benefits”, as described in Section 9.2(a)(iv), for a Participant described in Section 9.2(a)(iii) does not exceed $5,000.
|
(iii)
|
The Participants whose benefits are restricted on distribution consist of the 25 Highly Compensated Employees whose “compensation”, within the meaning of Section 414(q) of the Code, was the highest in the current or any prior Plan Year.
|
(i)
|
For purposes of Section 9.2(a)(ii)(A) the term “benefits” includes, in addition to other benefits payable under the Plan, loans in excess of the amounts set forth in Section 72(p)(2)(A) of the Code, any periodic income, any withdrawal values payable to a living Employee, and any death benefits not provided for by insurance on the Employee’s life.
|
(b)
|
In the event that Congress should provide by statute, or the Internal Revenue Service should provide by regulation or ruling, that any or all of the conditions set forth in Section 9.2(a) are no longer necessary for the Plan to meet the requirements of Section 401 or other applicable provisions of the Code then in effect, such conditions shall immediately become void and shall no longer apply, without the necessity of further amendment to the Plan.
|
10.1
|
Fund
|
(a)
|
If the Employer made a contribution by mistake of fact, the contribution shall be returned to the Employer within one year after its payment to the Trustee.
|
(b)
|
If the Employer made the contribution conditioned on the qualification of the Account Balance Plan under the Code, and if the Account Balance Plan receives an adverse determination with respect to its initial qualification, the contribution shall be returned to the Employer within one year after such final determination, but only if the application for the determination is made by the time prescribed by law for filing the Employer’s tax return for the taxable year in which the Account Balance Plan was adopted, or such later date as the Secretary of the Treasury may prescribe.
|
(c)
|
To the extent that a deduction for a contribution under Section 404 of the Code is disallowed, the contribution shall be returned to the Employer within one year after the disallowance (or within one year after the date a court decision upholding the disallowance becomes final).
|
11.1
|
Plan Administrator
|
(a)
|
The Plan Administrator shall be the named fiduciary for the Account Balance Plan and shall be responsible for the management, operation and administration of the Account Balance Plan.
|
(b)
|
The Board of Directors shall have the authority to appoint an individual or other entity, or a committee consisting of three members to be the Plan Administrator, and to fill any vacancies that occur, in its sole discretion. Any appointee is subject to removal by the Board of Directors at any time, and may resign at his own volition upon 10 days prior written notice to the Board of Directors. If at any time there is no appointed Plan Administrator because vacancies have not been filled, the Board of Directors shall be deemed the Plan Administrator. Names of all current appointees shall be available from the Secretary of the Employer.
|
(c)
|
If the Plan Administrator is a committee, any act that this Account Balance Plan authorizes or requires the Plan Administrator to do may be done at a meeting of the committee by a majority of the members then voting.
|
(d)
|
The Board of Directors will appoint a
chairman and a secretary and such other agents and representatives of the pension committee that it deems advisable (see
Section 11.5). In its relationship with the Trustee and any insurance company or companies on any matter or thing included in this Account Balance Plan, one member of the committee may be authorized by it to sign or execute any document on its behalf. The Chairman of the Board of Directors will certify to the Trustee and to such insurance company or companies the name and signature of the member of the committee who is so authorized.
|
(e)
|
The Plan Administrator will serve without compensation for services as such, but the Employer shall pay all the Plan Administrator’s expenses (see Section 11.11).
|
(f)
|
The Board of Directors, in its sole discretion, may also designate the Trustee as the Plan Administrator. Any such designation shall be valid only if the Trustee acknowledges responsibility for the management, operation and administration of the Account Balance Plan in writing. Thereafter, all references in the Account Balance Plan and Trust to the Plan Administrator shall mean the Trustee unless and until the Board of Directors appoints a different Plan Administrator in accordance with this Section.
|
11.2
|
Fiduciary and Administrative Duties
|
(a)
|
The Plan Administrator shall have the following powers, duties, and responsibilities, which it may retain or delegate among the below-mentioned bodies:
|
(i)
|
Powers, duties, and responsibilities of administration which shall be delegable to an administrator;
|
(ii)
|
Powers, duties, and responsibilities of custody and disbursement of the assets of the Fund, which shall be delegable to the Trustee, the administrator, or an insurance company, and
|
(iii)
|
Powers, duties, and responsibilities of investment that shall be delegable to the Trustee, an investment advisor, or an insurance company.
|
(b)
|
As provided in Section 10.3, the Plan Administrator will prescribe a funding policy for the Account Balance Plan.
|
11.3
|
General Powers and Discretion of Plan Administrator
|
(a)
|
The Plan Administrator shall have all powers necessary to administer the Account Balance Plan in accordance with its terms, including the power to construe the Account Balance Plan and determine all questions that arise under it.
|
(b)
|
Notwithstanding any other provision in the Account Balance Plan, and to the full extent permitted by law, the Plan Administrator shall have exclusive authority and discretion to interpret, construe and apply all of the terms of the Account Balance Plan, including any uncertain or disputed term or provision in the Account Balance Plan. The Plan Administrator’s authority and discretion shall include, but not be limited to, the following:
|
(i)
|
Determining and deciding all questions of law and/or fact that arise under the Account Balance Plan;
|
(ii)
|
Determining whether any individual is eligible for any benefits under this Account Balance Plan; and
|
(iii)
|
Determining the amount of benefits, if any, an individual is entitled to under this Account Balance Plan.
|
(c)
|
The Plan Administrator’s exercise of discretionary authority to interpret, construe and apply the terms of the Account Balance Plan, and all its determinations, interpretations and applications shall:
|
(i)
|
Be binding upon any individual claiming benefits under this Account Balance Plan, including, but not limited to, the Participant, the Participant’s estate, any Beneficiary of the Participant, and any Alternate Payees;
|
(ii)
|
Be given deference in all courts of law, to the greatest extent allowed by applicable law; and
|
(iii)
|
Not be overturned or set aside by any court of law unless found to be arbitrary and capricious, or made in bad faith.
|
(d)
|
If the discretionary authority in subsection (c) is exercised with respect to an individual who is a member of the pension committee, the authority shall be exercised solely and exclusively by the other members. If the individual is the only Plan Administrator at the time, the Board of Directors, excluding the affected individual if he is also a member of the Board of Directors, shall exercise the discretionary authority.
|
(e)
|
Any discretionary actions of the Plan Administrator or Board of Directors shall be taken in a manner that does not discriminate in favor of Highly Compensated Employees.
|
(a)
|
The Trustee shall be responsible for the management and investment of the Fund in accordance with the provisions of the Trust Agreement.
|
(b)
|
Directives of the Plan Administrator to the Trustee shall be delivered in writing, and properly signed.
|
(a)
|
When the Plan Administrator appoints assistants or representatives, it may delegate to them any powers and duties, both ministerial and discretionary, as it deems expedient or appropriate (except as provided in Section 11.6).
|
(b)
|
Any appointment under this Section or Section 11.6 shall be made pursuant to a signed, written instrument.
|
(a)
|
The Plan Administrator may engage accountants, actuaries, attorneys, physicians and such other professionals as it deems necessary or advisable. The Plan Administrator may also appoint one or more investment managers to manage all or any of the assets of the Trust, including the power to acquire or dispose of assets. However, the Board of Directors must approve the appointment of an investment manager, and the investment manager must acknowledge in writing that it is a fiduciary with respect to the Account Balance Plan. An investment manager can only be a party that is either (i) registered as an investment adviser under the Investment Advisers Act of 1940, (ii) a bank, as defined in that Act, or (iii) an insurance company qualified to manage, acquire and dispose of plan assets under the laws of more than one State.
|
(b)
|
The functions of persons engaged under this Section shall be limited to the specific services and duties for which they are engaged. Such persons shall have no other duties, obligations or responsibilities under the Account Balance Plan or Trust, and shall exercise no discretion regarding the management of the Account Balance Plan. Unless engaged specifically as an investment manager, such a person shall exercise no authority or control respecting management or disposition of the assets of the Trust.
|
(c)
|
The fees and costs of services under
this Section are an administrative expense of the Account Balance Plan to be paid out of the Fund, except to the extent paid by the
Employer.
|
(a)
|
The circumstances under which such distribution will not be subject to tax if transferred to an eligible retirement plan (as defined in Code Section 402(a)) within 60 days after the date on which the recipient receives the distribution; and
|
(b)
|
If applicable, the income averaging provisions of Code Section 402(e).
|
(a)
|
If the Plan Administrator denies a claim in whole or in part, it shall send the Participant or Beneficiary (“claimant”) a written notice of the denial.
|
(b)
|
The Plan Administrator shall send the denial notice within 90 days after the date it receives a claim, unless it needs additional time to make its decision. In that case, the Plan Administrator may authorize an extension of up to an additional 90 days, if it notifies the claimant of the extension within the initial 90-day period. The extension notice shall state the reasons for the extension and the expected decision date.
|
(c)
|
The denial notice shall be written in a manner calculated to be understood by the claimant and shall contain:
|
(i)
|
The specific reason or reasons for the denial of the claim;
|
(ii)
|
Specific reference to pertinent Account Balance Plan provisions on which the denial is based;
|
(iii)
|
A description of any additional material or information necessary to perfect the claim, with an explanation of why the material or information is necessary; and
|
(iv)
|
An explanation of the review procedures provided by sections 11.16 and 11.17.
|
(a)
|
Within 60 days after the claimant receives a denial notice, he may file a request for review with the Plan Administrator. Any such request must be made in writing.
|
(b)
|
A claimant who timely requests review shall have the right to review pertinent documents, to submit additional information and written comments, and to be represented.
|
(a)
|
The Plan Administrator shall send the claimant a written decision on any request for review that it receives.
|
(b)
|
The Plan Administrator shall send the review decision within 60 days after the date it receives a request for review, unless an extension of time is needed, due to special circumstances. In that case, the Plan Administrator may authorize an extension of up to an additional 60 days, provided it notifies the claimant of the extension within the initial 60-day period.
|
(c)
|
The review decision shall be written in a manner calculated to be understood by the claimant and shall contain:
|
(i)
|
The specific reason or reasons for the decision; and
|
(ii)
|
Specific reference to the pertinent Account Balance Plan provisions on which the decision is based.
|
(d)
|
If the Plan Administrator does not send the claimant a review decision within the applicable time period, the claim shall be deemed denied on review.
|
(e)
|
The review decision (including a deemed decision) shall be the Account Balance Plan’s final decision.
|
(a)
|
The name and the last known mailing address (if any) of the Participant and the name and mailing address of each Alternate Payee covered by the order;
|
(b)
|
The amount or percentage of the Participant’s benefits that the Plan shall pay to each Alternate Payee, or the manner in which the amount or percentage is to be determined;
|
(c)
|
The number of payments or period to which the order applies; and
|
(d)
|
Each plan to which the order applies.
|
(a)
|
Does not require the Plan to provide any type or form of benefit, or any option, not otherwise provided under the Account Balance Plan, except as stated in Section 12.4 below;
|
(b)
|
Does not require the Plan to provide increased benefits determined on the basis of actuarial value; and
|
(c)
|
Does not require the payment of benefits to an Alternate Payee that are required to be paid to another Alternate Payee under an order previously determined to be a Qualified Domestic Relations Order.
|
(a)
|
A Domestic Relations Order shall not be treated as failing to meet the requirements of Section 12.3(a), solely because the order requires payment to an Alternate Payee:
|
(i)
|
In the case of any payment before a Participant has separated from service, on or after the date on which the Participant attains (or would have attained) the “earliest retirement age” as defined in subsection (b) below;
|
(ii)
|
As if the Participant had retired on the date on which payment is to begin under the order; and
|
(iii)
|
In any form in which benefits may be paid under the Account Balance Plan to the Participant.
|
(b)
|
For purposes of this Section, the term “earliest retirement age” means the earlier of:
|
(i)
|
The date on which the Participant is entitled to a distribution under the Plan; or
|
(ii)
|
The earliest date on which the Participant could receive Account Balance Plan benefits if he had separated from service with the Employer.
|
(a)
|
The Plan Administrator shall apply the procedures in this Article, and may adopt additional appropriate procedures, to determine the qualified status of Domestic Relations Orders it receives and to administer distributions under Qualified Domestic Relations Orders.
|
(b)
|
The Plan Administrator shall promptly notify the Participant and each Alternate Payee of the receipt of the Domestic Relations Order, and provide them with copies of the procedures the Plan will use in determining the qualified status of the order. If addresses are not specified in the order, the Plan Administrator shall send notices to the last known addresses of these parties. The Participant and any Alternate Payee may designate a representative to receive copies of future communications from the Plan Administrator regarding the order, by submitting a written request to the Plan Administrator.
|
(c)
|
Within a reasonable period after receiving a Domestic Relations Order, the Plan Administrator shall determine whether it is a Qualified Domestic Relations Order and shall notify the Participant, each Alternate Payee and any designated representatives of the determination.
|
(d)
|
During the period in which the issue of qualified status is being determined by the Plan Administrator, by a court of competent jurisdiction, or otherwise, the Plan Administrator shall separately account for the amounts which would have been payable to the Alternate Payee during the period if the order had been determined to be a Qualified Domestic Relations Order. The separate accounting is for record keeping and a segregation of Fund assets is not required. The separately accounted amounts shall be treated in the following manner:
|
(i)
|
If the Domestic Relations Order (or a modification of it) is determined to be a Qualified Domestic Relations Order within 18 months of the date on which the first payment would be required to be made under the order, the Plan Administrator shall pay the amounts (including any interest) to the person or persons entitled to the payment.
|
(ii)
|
If the Domestic Relations Order is determined not to be a Qualified Domestic Relations Order or the issue is not resolved, within the 18-month period specified above, the Plan Administrator shall pay the amounts (including any interest) to the person or persons who would have been entitled to the amounts if there had been no order. In applying this provision, the Plan Administrator may delay payments for the full 18-month period, even if an earlier determination of non-qualified status is made, if the Plan Administrator has notice that the parties are attempting to remedy the order’s deficiencies.
|
(iii)
|
Any determination of qualified status that is made after the close of the 18-month period shall be applied prospectively only.
|
(a)
|
Effective on or after April 6, 2007, a domestic relations order that otherwise satisfies the requirements for a Qualified Domestic Relations Order will not fail to be a Qualified Domestic Relations Order: (i) solely because the order is issued after, or revises, another domestic relations order or Qualified Domestic Relations Order; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after the Participant’s death.
|
(b)
|
A domestic relations order described in paragraph (a) of this Section is subject to the same requirements and protections that apply to Qualified Domestic Relations Orders.
|
(a)
|
The Board of Directors of the Arrow Financial Corporation may amend the Account Balance Plan at any time, and from time to time, pursuant to written resolutions and written amendments. However, no amendment shall have the effect of reducing the Account Balance Accrued Benefit of any Participant, except to the extent permitted under Section 412(c)(8) of the Code.
|
(b)
|
For purposes of this Section, an amendment that has the effect of (i) eliminating or reducing an early retirement benefit or a retirement-type subsidy, or (ii) eliminating an optional form of benefit, with respect to benefits attributable to service before the amendment, shall be treated as reducing Account Balance Accrued Benefits.
|
(c)
|
In the case of a retirement-type subsidy, subsection (b) shall apply only with respect to a Participant who satisfies (either before or after the amendment) the pre-amendment conditions for the subsidy. In general,
a retirement-type subsidy is a subsidy that continues after retirement, but does not include qualified disability benefits, a medical benefit, a Social Security supplement, or a death benefit (including life insurance).
|
(d)
|
No amendment to the Account Balance Plan shall have the effect of decreasing a Participant’s vested interest determined without regard to such amendment as of the later of the date such amendment is adopted, or becomes effective.
|
(a)
|
The Employer contemplates that the Account Balance Plan shall be permanent and that the Employer shall be able to make contributions to the Account Balance Plan. Nevertheless, in recognition of the fact that future conditions and circumstances cannot now be entirely foreseen, the Board of Directors of the Arrow Financial Corporation reserves the right to terminate either the Account Balance Plan, or both the Account Balance Plan and the Trust, at any time, pursuant to written resolutions and written amendments.
|
(b)
|
If the Board of Directors of the Arrow Financial Corporation makes a determination to terminate the Account Balance Plan and Trust, they shall be terminated as of the date specified in certified copies of resolutions delivered to the Plan Administrator and the Trustee.
|
(a)
|
If the Employer does not maintain a defined contribution plan that covers an Employee in this Account Balance Plan, the Top Heavy Ratio is a fraction, the numerator of which is the sum of the present value of accrued benefits for all Key Employees under this Account Balance Plan and all other defined benefit plans maintained by the Employer in which a Key Employee participates as of the Determination Date, and the denominator of which is the sum of present value of accrued benefits under this Account Balance Plan and such other defined benefit plans on that date. Both the numerator and the denominator are increased to reflect any distributions during the one-year period ending on the Determination Date with respect to an Employee under the Plan and any plan aggregated with the Plan under section 416(g)(2) of the Code, or a terminated plan which, had it not been terminated, would have been aggregated with the Plan under section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period.”
|
(b)
|
If the Employer maintains one or more defined contribution plans which cover a Key Employee who participates in this Account Balance Plan, the Top Heavy Ratio is a fraction, the numerator of which is the sum of account balances for all Key Employees under the defined contribution plans sponsored by the Employer which cover a Key Employee and the present value of accrued benefits for all Key Employees under this Plan and all other defined benefit plans sponsored by the Employer which cover a Key Employee, and the denominator of which is the sum of the account balances under this Account Balance Plan and all other defined benefit plans sponsored by the Employer and the present value of accrued benefits under this Account Balance Plan and all other defined benefit plans sponsored by the Employer all calculated as of the Determination Date. Both the numerator and denominator of the Top Heavy Ratio are adjusted for any distribution made in the applicable one-year period or five-year period, as described in (a) above, ending on the Determination Date and any contribution due but unpaid as of the Determination Date.
|
(a)
|
“Determination Date” with respect to any Plan Year shall mean the last day of the preceding Plan Year, or in the case of the first Plan Year, the last day of such Plan Year.
|
(b)
|
“Key Employee” shall mean any Employee or former Employee (including any deceased Employee) who at any time during the plan year that includes the Determination Date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued there under.
|
(c)
|
“Permissive Aggregation Group of Plans” shall mean the Required Aggregation Group of Plans plus any other plan or plans of the Employer which, when considered together with the Required Aggregation Group of Plans, would continue to satisfy the requirement of Section 401(a)(4) and 410 of the Code.
|
(d)
|
“Required Aggregation Group of Plans” shall mean:
|
(i)
|
each qualified plan of the Employer in which at least one Key Employee participates; and
|
(ii)
|
any other qualified plan of the Employer which enables a plan described in (i) above to meet the requirements of Sections 401(a)(4) or 410 of the Code.
|
(a)
|
“Top Heavy Average Compensation” shall mean the average of an individual’s annual total pay (as described in Treasury Regulation Section 1.415-2(d)(2)) received from an Employer over any five consecutive Plan Years that produces the highest average; provided, however, that years beginning after the end of the last Plan Year in which the Plan was a Top Heavy Plan shall be disregarded.
|
(a)
|
For any Plan Year in which the Account Balance Plan is a Top Heavy Plan, the following shall apply:
|
(i)
|
Notwithstanding any other provision in this Account Balance Plan except (ii) and (iii) below, each Employee who is not a Key Employee will accrue a benefit (to be provided solely by Employer contributions and expressed as a life annuity commencing at his Normal Retirement Date) of not less than 2% of his Top Heavy Average Compensation multiplied by the number of his years of Service (up to a maximum of 20%). The minimum accrual is determined without regard to any Social Security contribution. The minimum accrual applies even though under other Account Balance Plan provisions, the Employee would not otherwise be entitled to receive an accrual, or would have received a lesser accrual for the year because of (1) the Plan’s provisions for integration with Social Security, or (2) the Employee’s failure to make mandatory employee contributions.
|
(ii)
|
The provisions in (i) above shall not apply to any Employee who does not have at least 1,000 Hours of Service for the Plan Year. Furthermore, no additional benefit accruals shall be provided pursuant to (i) above to the extent that the total accruals on behalf of the Employee attributable to Employer contributions will provide a benefit expressed as a life annuity commencing at Normal Retirement Date that equals or exceeds 20% of the Employee’s Top Heavy Average Compensation.
|
(iii)
|
The provisions in (i) above shall not apply to any Employee to the extent that the Employee is covered under any other plan or plans of the Employer and the minimum allocation or benefit requirement applicable to top heavy plans will be met in the other plan or plans.
|
(b)
|
If, for any reason other than death, disability or retirement, an Employee shall incur a break in service before the completion of five years of service for vesting purposes, then in lieu of the benefit that would otherwise be provided, he shall be entitled to a benefit equal to (i) multiplied by (ii) multiplied by (iii) where:
|
(i)
|
equals the monthly Retirement Benefit he would be entitled to at his Normal Retirement Date under the terms of the Plan then in effect on the date of his termination, if he continued in Service until his Normal Retirement Date and he continued to earn annually until his Normal Retirement Date the same rate of compensation as he was earning at the time of his termination.
|
(ii)
|
equals a fraction not exceeding one (1), the numerator of which is the Employee’s total years of participation in the Plan at termination, and the denominator of which is the total years of participation he would have if he terminated upon his Normal Retirement Date; and
|
(iii)
|
equals a percentage, according to the following chart, based on the years of Service for vesting purposes:
|
(1)
|
the percentage of an Employee’s accrued benefit that was nonforfeitable before the Account Balance Plan ceased to be Top Heavy must remain nonforfeitable; and
|
(2)
|
an Employee who has completed three or more years of Service for vesting purposes may, after the Plan ceases to be a Top Heavy Plan, elect to have his accrued benefit determined according to the above provisions of this Subparagraph (b). For purposes of this Subparagraph (b) the vesting election period begins on the date the Plan ceases to be a Top Heavy Plan and ends 60 days following that date, or the date the Employee is given written notice that the Account Balance Plan is no longer a Top Heavy Plan, whichever is later.
|
(A)
|
less than eighty percent (80%), or
|
(B)
|
eighty percent (80%) or more, but would be less than eighty percent (80%) if the benefits attributable to the amendment were taken into account in determining the "adjusted funding target attainment percentage."
|
(A)
|
In general. Notwithstanding any other provisions of the Plan, if the Plan's "adjusted funding target attainment percentage" for a Plan Year is sixty percent (60%) or greater but less than eighty percent (80%) (or would be less than eighty percent (80%) to the extent described in Section (c) of this Section, then a Participant or Beneficiary is not permitted to elect, and the Plan shall not pay any "prohibited payment" with an "annuity starting date" on or after the applicable "Section 436 measurement date," and the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a "prohibited payment." The preceding sentence shall not apply if the present value (determined in accordance with Code Section 417(e)(3)) of the portion of the benefit that is being paid in a "prohibited payment" (which portion is determined under paragraph (B)(ii) below) does not exceed the lesser of:
|
(B)
|
Bifurcation if optional form unavailable.
|
(C)
|
Other Rules.
|
1.
|
Opening Account Balance
- For purposes of determining the Actuarially Equivalent present value as of January 1, 2003 of a Participant’s Accrued Benefit (as such term is defined in Section 1.1 of the Appendix A Plan) as of December 31, 2002 to establish a Participant’s Opening Account Balance under this Account Balance Plan (See Section 1.33(a) of the Account Balance Plan), Actuarial Equivalence will be based upon the following:
|
Mortality:
|
Applicable Mortality Table
|
Interest:
|
4.75%
|
2.
|
Conversion of Account to Account Balance Accrued Benefit
- For purposes of determining a Participant’s Account Balance Accrued Benefit, as defined in Section 1.2 of the Account Balance Plan, Actuarial Equivalence will be based upon the following:
|
Mortality:
|
Applicable Mortality Table
|
Interest:
|
Applicable Interest Rate
|
3.
|
Optional Forms
- For purposes of converting the Normal Form (single life annuity) to an Actuarially Equivalent optional form of payment under the Account Balance Plan, other than a lump sum, Actuarial Equivalence will be based upon the following:
|
Mortality:
|
50/50 blend of male and female rates from RP-2000 Combined Healthy Mortality Table with White Collar adjustment
|
Interest:
|
7.50%
|
4.
|
Reduction for Early Retirement Benefit Payments Beginning Prior to Normal Retirement Age (and actuarial reduction of IRC Section 415 dollar limit)
- A Participant who has satisfied the requirements for early retirement as stated in Section 4.3 of the Account Balance Plan, shall have his Account Balance Accrued Benefit reduced by one-quarter of one percent (1/4%) for each full month prior to Normal Retirement Date that such benefit is paid. A Participant who has satisfied the requirements for early benefit commencement as stated in Section 5.2 of the Account Balance Plan, shall have his Account Balance Accrued Benefit reduced by 1/180 for each of the first 60 months and by 1/360 for each of the next 60 months by which his Benefit Commencement Date precedes his Normal Retirement Date.
|
5.
|
Actuarial increase of IRC Section 415 dollar limit
- For purposes of converting a Participant’s Account Balance Accrued Benefit to an Actuarially Equivalent Normal Form annuity at his Benefit Commencement Date, Actuarial Equivalence will be based upon the following:
|
Mortality:
|
50/50 blend of male and female rates from RP-2000 Combined Healthy Mortality Table with White Collar adjustment
|
6.
|
Other Actuarial Equivalence Determinations
- The Applicable Interest Rate and the Applicable Mortality Table shall be used for all other Actuarial Equivalence determinations.
|
7.
|
Minimum Lump Sum
- Notwithstanding any Plan provision to the contrary, any lump sum benefit payable under the Plan shall not be less than the present value of the vested Account Balance Accrued Benefit as determined in accordance with Section 1.2 of the Plan and valued under the conversion assumptions provided for in Section 2 of this Exhibit 1.
|
1.
|
"UVB Plan"
means the United Vermont Bancorporation Pension Plan, which Plan had previously merged into this Plan.
|
(A)
|
less than eighty percent (80%), or
|
(B)
|
eighty percent (80%) or more, but would be less than eighty percent (80%) if the benefits attributable to the amendment were taken into account in determining the "adjusted funding target attainment percentage."
|
(A)
|
In general. Notwithstanding any other provisions of the Plan, if the Plan's "adjusted funding target attainment percentage" for a Plan Year is sixty percent (60%) or greater but less than eighty percent (80%) (or would be less than eighty percent (80%) to the extent described in Section (c) of this Section, then a Participant or Beneficiary is not permitted to elect, and the Plan shall not pay any "prohibited payment" with an "annuity starting date" on or after the applicable "Section 436 measurement date," and the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a "prohibited payment." The preceding sentence shall not apply if the present value (determined in accordance with Code Section 417(e)(3)) of the portion of the benefit that is being paid in a "prohibited payment" (which portion is determined under paragraph (B)(ii) below) does not exceed the lesser of:
|
(B)
|
Bifurcation if optional form unavailable.
|
(C)
|
Other Rules.
|
7.6
|
Cashouts
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|