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EXHIBIT 4(C)
AMENDMENT NO. 1
TO THE
MPB EMPLOYEES' SAVINGS PLAN AND TRUST
WHEREAS, MPB Corporation (the "Company"), approved and adopted the MPB
Employees' Savings Plan (the "Plan") and Trust Agreement (the "Trust") which
were originally effective October 1, 1978 and most recently restated generally
effective April 1, 1990;
WHEREAS, Section 19.1 of the Plan and Trust provides that the Company
reserves the right to amend the Plan and Trust;
NOW THEREFORE RESOLVED, that Section 13 is amended effective January 1,
1995, Sections 1 and 19 are amended effective January 1, 1996 and Section 5 is
amended effective October 1, 1996 as follows:
EFFECTIVE JANUARY 1, 1995:
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1. Section 13 is amended to restate Subsection 13.2 in its entirety as
follows:
13.2 Maximum Annual Addition
The Annual Addition to a Participant's accounts under the Plan
and any other defined contribution plan maintained by any
Related Company for any Plan Year shall not exceed the lesser
of (1) 25% of his or her Taxable Income or (2) $30,000 (as
adjusted for the cost of living pursuant to Code section
415(d)).
EFFECTIVE JANUARY 1, 1996:
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1. Section 1 is amended to restate Subsection 1.47 in its entirety as
follows:
1.47 "Trustee". BZW Barclays Global Investors, National
Association.
2. Section 19 is amended to restate the Heading thereof, to hereby change
the reference from Section 19.4 to Section 19.5 in item (a) of
Subsection 19.1, to add a new Subsection 19.3, to redesignate each
subsequent Subsection and to restate Subsection 19.4 (formerly
Subsection 19.3) in its entirety as follows:
19 AMENDMENT, MERGER, DIVESTITURES AND TERMINATION
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19.3 Divestitures
In the event of a sale by an Employer which is a
corporation of: (1) substantially all of the
Employer's assets used in a trade or business to an
unrelated corporation, or (2) a sale of such
Employer's interest in a subsidiary to an unrelated
entity or individual, lump sum distributions shall be
permitted from the Plan, except as provided below, to
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MPB AMENDMENT NO. 1
EMPLOYEES' SAVINGS PLAN AND TRUST
Participants with respect to Employees who continue
employment with the corporation acquiring such assets
or who continue employment with such subsidiary, as
applicable.
Notwithstanding, distributions shall not be permitted
if the purchaser agrees, in connection with the sale,
to be substituted as the Company as the sponsor of
the Plan or to accept a transfer of the assets and
liabilities representing the Participants' benefits
into a plan of the purchaser or a plan to be
established by the purchaser.
19.4 Plan Termination
The Company may, at any time and for any reason,
terminate the Plan in accordance with procedures set
forth in Section 19.5, or completely discontinue
contributions. Upon either of these events, or in the
event of a partial termination of the Plan within the
meaning of Code section 411(d)(3), the Accounts of
each affected Employee shall be fully vested. If no
successor plan is established or maintained, lump sum
distributions shall be made in accordance with the
terms of the Plan as in effect at the time of the
Plan's termination or as thereafter amended provided
that a post-termination amendment shall not be
effective to the extent that it violates Section 19.1
unless it is required in order to maintain the
qualified status of the Plan upon its termination.
The Trustee's and Employer's authority shall continue
beyond the Plan's termination date until all Trust
assets have been liquidated and distributed.
EFFECTIVE OCTOBER 1, 1996:
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1. Section 5 is amended to restate item (b) of Subsection 5.2 in its
entirety as follows:
5.2 Stock Matching Contributions
(b) Allocation Method. Effective with the first payroll
paid after October 1, 1996, the Stock Matching
Contributions for each period shall total 25% of the
sum of each eligible Participant's Pre-Tax and
After-Tax Contributions for the period, provided that
no Stock Matching Contributions shall be made based
upon a Participant's Contributions in excess of 6% of
his or her Pay.
Date: September 27, 1996 MPB CORPORATION
By: /s/ X.X. Xxxxxxx
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Title: Secretary/Treasurer
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MPB AMENDMENT NO. 1
EMPLOYEES' SAVINGS PLAN AND TRUST
The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.
Date: September 30, 1996 BZW BARCLAYS GLOBAL INVESTORS, NATIONAL ASSOCIATION
By: /s/ X. Xxxx
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Title: Principal
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Date: September 30,1996 BZW BARCLAYS GLOBAL INVESTORS, NATIONAL ASSOCIATION
By: /s/ X.X. Xxxxx
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Title: Principal
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