exv10w20



 



Exhibit 10.20


YARDVILLE NATIONAL BANK

DIRECTORS’ DEFERRED FEE PLAN



ARTICLE I

PURPOSE



     The purpose of the Yardville National Bank Directors’ Deferred Fee Plan
(hereinafter referred to as the “Plan”) is to aid in retaining and attracting
Directors of exceptional ability. This Plan is the successor to the Yardville
National Bank Directors Deferred Compensation Plan originally adopted as of
January 1, 1995 (the “1995 Plan”).


ARTICLE II

DEFINITIONS



     For the purpose of this Plan, the following words and phrases shall have
the meanings indicated, unless the context clearly indicates otherwise:


     “Beneficiary” means the person, persons or entity designated by the
Participant, or as provided in Article VII, to receive any benefits payable
under the Plan.


     “Board” means the Board of Directors of Yardville National Bank.


     “Change in Control” means:



	 	(a)	 	At such time as any “person” (as the term in used in Section
13(d) and 14(d) of the Securities and Exchange Act of 1934, as
amended (“Exchange Act”) is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of voting securities of the Company or the right to
acquire such securities, except for any voting securities purchase
by any employee benefit plan of the Company or its subsidiaries;
	 
	 	(b)	 	At such time as individuals who constitute the Board of
Directors of the Company on the date hereof (the “Incumbent Board”)
cease for any reason to constitute a least a majority thereof;
provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least
three-quarters of the directors constituting the Incumbent Board (or
members who were nominated by the Incumbent Board), or whose
nomination for election by the Company’s stockholders was approved
by a nominating committee solely composed of members which are
Incumbent Board members (or members nominated by the Incumbent
Board), shall be, for purposes of this clause, considered as though
he or she were a member of the Incumbent Board.
	 
	 	(c)	 	At such time as a reorganization, merger, consolidation, or
similar transaction occurs or is effectuated as a result of which
60% of shares of common stock of the resulting entity are owned by
persons who were not stockholders of the Company immediately prior
to the consummation of the transaction; or



 






 







	 	(d)	 	At such time as substantially all of the assets of the
Company are sold or otherwise transferred to another corporation or
other entity that is not controlled by the Company.



     “Committee” means a Committee of the Board.


     “Company” means Yardville National Bancorp, Inc., a New Jersey
corporation, or any successor thereto.


     “Declared Rate” means, with respect to any Plan Year, two (2) percentage
points over the prime rate as published in the Wall Street Journal. The Board
shall establish the Declared Rate effective as of the first business day of
each Plan Year. Such Declared Rate, once established, shall be used for all
interest determinations during such Plan Year.


     “Deferral Benefit” means the benefit payable to a Participant or his
Beneficiary upon his termination of service as a Director or as otherwise
provided in his Participation Agreement, or upon approval of a Director’s
request for a Hardship Withdrawal.


     “Deferred Benefit Account” means the account maintained on the books of
the Company for each Participant pursuant to Article V. A Participant’s
Deferred Benefit Account shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to the Participant
pursuant to this Plan. A Participant’s Deferred Benefit Account shall not
constitute or be treated as a trust fund of any kind.


     “Designation of Form for Payment” means the agreement filed by a
Participant designating the manner in which the Participant’s Deferred Benefit
Account balance shall be paid to the Participant or his beneficiary.


     “Determination Date” means the date on which the amount of a Participant’s
Deferred Benefit Account is determined as provided in Article V hereof. The
last day of each Plan Year shall be the Determination Date.


     “Director” means a non-employee member of the Board of Directors of the
Bank.


     “Fee” or “Fees” means any cash compensation paid to a Director for his
services as a Director, including retainers and fees for attendance at meetings
of the Board or Board Committees (or, if applicable, cash compensation received
for service as a director of the Company or as a director of any subsidiary of
the Bank or the Company).


     “Hardship Distribution” means a distribution pursuant to a Director’s
request made under Section 6.3 of the Plan.


     “Participant” means any eligible Director who elects to participate by
filing a Participation Agreement as provided in Article III.


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     “Participation Agreement” means the agreement filed by a Participant prior
to the beginning of the first period for which the Participant’s Fees are to be
deferred pursuant to the Plan and the Participation Agreement. A new
Participation Agreement may be filed by the Participant on an annual basis for
each separate Fee deferral election or an initial election may continue until
modified in accordance with the Plan.


     “Plan Year” means a twelve month period commencing January 1st and ending
the following December 31st. The first Plan Year shall commence on the date of
adoption of this Plan by the Board and end on December 31, 2004.


ARTICLE III

ELIGIBILITY AND PARTICIPATION



     3.1 ELIGIBILITY. Eligibility to participate in the Plan is limited to
Directors.


     3.2 PARTICIPATION. Participation in the Plan shall be limited to
Directors of the Bank who elect to participate in the Plan by filing a
Participation Agreement with the Bank. In addition, a Participant who is also
a Director of the Company or any subsidiary of the Bank or the Company may also
elect to defer all Fees received from such entity under this Plan. A
Participation Agreement must be filed prior to the December 15th immediately
preceding the Plan Year in which the Participant’s participation under the
agreement will commence, and the election to participate shall be effective on
the first day of the Plan Year following receipt by the Bank of a properly
completed and executed Participation Agreement. In the event that an
individual first becomes eligible to participate during the course of a Plan
Year or, with respect to participation during the first Plan Year, a
Participation Agreement must be filed no later than 30 days following
notification of the individual by the Committee of eligibility to participate
and such Participation Agreement shall be effective only with regard to Fees
earned or payable following the filing of the Participation Agreement with the
Committee.


     3.3 AMOUNT OF DEFERRAL. A Participant may elect in any Participation
Agreement to defer up to 100% of his Fees otherwise payable in cash during the
Plan Year in increments of 5%. A Participant’s election to defer his Fees
shall be irrevocable for the applicable Plan Year upon the filing of the
respective Participation Agreement; provided, however, that the deferral of
Fees under any Participation Agreement may be suspended or amended as provided
in Sections 10.1 or 10.2.


ARTICLE IV

DEFERRED FEES



     4.1 ELECTIVE DEFERRALS. The amount of Fees that a Participant elects to
defer under this Plan shall be credited by the Bank to the Participant’s
Deferred Benefit Account as the Participant’s Fees are payable. The amount
credited to a Participant’s Deferred Benefit Account shall equal the amount
deferred.


     4.2 NON-ELECTIVE CONTRIBUTIONS. The Board may, in its sole discretion,
credit an additional non-elective contribution to a Participant’s Deferred
Benefit Account in any


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Plan Year in an amount determined as a percentage of the Participant’s deferral
(i.e., a matching contribution) or otherwise.


     4.3 VESTING OF DEFERRED BENEFIT ACCOUNT. A Participant shall be 100%
vested in his Deferred Benefit Account at all times.


     4.4 DESIGNATION OF FORM OF PAYMENT. Subject to Section 6.4(c) and Article
XII, a Participant shall file a Designation of Form of Payment with the Bank
when the Participant submits his Participation Agreement. Such Designation of
Form of Payment shall apply to all amounts credited to the Participant’s
Deferred Benefit Account unless superceded by a new Designation of Form of
Payment filed in accordance with Section 6.4(c).


ARTICLE V

DEFERRED BENEFIT ACCOUNT



     5.1 DETERMINATION OF ACCOUNT. Subject to Article XII each Participant’s
Deferred Benefit Account as of each Determination Date shall consist of the
balance of the Participant’s Deferred Benefit Account as of the immediately
preceding Determination Date plus the Participant’s elective deferred Fees
withheld since the immediately preceding Determination Date pursuant to the
Section 4.1 and any non-elective contributions pursuant to Section 4.2. The
Deferred Benefit Account of each Participant shall be reduced by the amount of
all distributions, if any, made from such Deferred Benefit Account since the
preceding Determination Date.


     5.2 CREDITING OF ACCOUNT. As of each Determination Date, the
Participant’s Deferred Benefit Account shall be increased by the amount of
interest earned since the preceding Determination Date. Interest shall be
based upon the Declared Rate. Interest shall be based upon the average daily
balance of the Participant’s Deferred Benefit Account since the last preceding
Determination Date, but after the Deferred Benefit Account has been adjusted
for any contributions or distributions to be credited or deducted for each such
day.


     5.3 STATEMENT OF ACCOUNTS. The Committee shall submit to each
Participant, within 120 days after the close of each Plan Year, a statement in
such form as the Committee deems desirable, setting forth the balance to the
credit of such Participant in his Deferred Benefit Account as of the last day
of the preceding Plan Year.


ARTICLE VI

BENEFITS



     6.1 TERMINATION OF SERVICE AS DIRECTOR. Upon any termination of service
of the Participant as a Director, the Bank shall pay to the Participant a
Deferral Benefit equal to the amount of his Deferred Benefit Account.


     6.2 IN-SERVICE WITHDRAWAL. Subject to making a timely in-service
withdrawal election in a Participation Agreement, a Participant may receive
Deferral Benefits while still in service with the Company. The election to
receive an in-service withdrawal must be made by notifying the Committee of
such election at least one (1) calendar year prior to the


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date that payment Deferral Benefits commence. The Company shall pay to the
Participant a Deferral Benefit equal to the amount of his Deferred Benefit
Account.


     6.3 HARDSHIP DISTRIBUTIONS. A Participant may file a request with the
Committee for the payment of a Hardship Distribution of all or any portion of
his Deferred Benefit Account at any time prior to the Participant’s termination
of service. The payment of a Hardship Distribution shall be based upon the
Committee’s determination, in its sole discretion, that the Participant has
experienced an unforeseeable financial emergency which is caused by an event
beyond the Participant’s control that would result in serious financial
hardship to the Participant. A Participant’s future deferrals under any
Participation Agreement then in effect shall be suspended as of the date of a
Hardship Distribution to the Participant.


     6.4 FORM OF BENEFIT PAYMENT.



	 	  a)	 	Upon the occurrence of an event described in Section 6.1 or
upon the date specified by a Participant in an election under
Section 6.2, the Bank shall pay the Participant’s Deferred Benefit
Account, at the Participant’s election, in the form of (i) an annual
payment of a fixed amount which shall amortize the Participant’s
Deferred Benefit Account balance as of the date of such event in
equal monthly payments of principal and interest over a period of
not less than two (2) years nor more than ten (10) years; or (ii) a
lump sum. The Participant’s election shall be made on his or her
Designation of Form for Payment. For purposes of determining the
amount of the annual payment, the rate of interest shall be the
average of the Declared Rate credited to the Participant’s Deferred
Benefit Account for the three (3) completed Plan Years preceding the
initial payment (or the average of such lesser number of years in
which the Participant participated in the Plan).
	 
	 	  b)	 	A Participant may, while actively serving as a Director,
change the form in which his benefits shall be paid by filing a
revised Designation of Form for Payment indicating such change at
least one (1) calendar year prior to the date payments are to
commence. Such Designation of Form for Payment shall be irrevocable
beginning one (1) calendar year prior to the date payments are to
commence. Subject to Section 6.4(c), no changes in the form of
benefit payment shall be permitted following a Participant’s
termination of service as a Director.
	 
	 	  c)	 	Notwithstanding anything in this Plan to the contrary, a
Participant whose service as a Director terminates in connection
with a Change in Control may elect to receive a lump sum payment;
provided, however that such election must be made at least ninety
(90) days prior to the effective date of the Change in Control.



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     6.5 COMMENCEMENT OF PAYMENTS.



	 	  a)	 	Commencement of installment payments due under Sections 6.1
of this Plan shall begin within sixty (60) days following receipt of
notice by the Committee of an event which entitles a Participant (or
a Beneficiary) to payments under this Plan. A lump sum payment, if
elected, shall be made within ninety (90) days following a
Participant’s termination of service.
	 
	 	  b)	 	A Participant may elect on his or her Designation of Form of
Payment to defer the commencement of benefit payments otherwise
payable at the time specified in Section 6.1(a) to a later date but
in any event not beyond the first business day of the January
occurring after the year in which the Participant attains age 75.
Such election must be made prior to a Participant’s termination of
service in accordance with Section 6.4(a) and (c).
	 
	 	  c)	 	Commencement of payments under Section 6.2 of this Plan shall
begin upon the date requested by the Participant.
	 
	 	  d)	 	All installment payments made pursuant to this Section 6.4
shall be payable annually beginning with a single payment on the
date specified in this Section 6.5 and continuing each anniversary
of such date until fully paid in accordance with the Participant’s
election.



ARTICLE VII

BENEFICIARY DESIGNATION



     7.1 BENEFICIARY DESIGNATION. Each Participant shall have the right, at
any time, to designate any person or persons as his Beneficiary or
Beneficiaries (both principal as well as contingent) to wham payment under this
Plan shall be paid in the event of his death prior to complete distribution to
Participant of the benefits due him under the Plan. Any Participant
Beneficiary Designation shall be made in a written instrument filed with the
Committee and shall be effective only when received in writing by the
Committee.


     7.2 AMENDMENTS. Any Beneficiary designation may be changed by a
Participant by the written filing of such change on a form prescribed by the
Committee. The filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed.


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     7.3 NO PARTICIPANT DESIGNATION. If a Participant fails to designate a
Beneficiary as provided above, or if all designated Beneficiaries predecease
the Participant, then Participant’s designated Beneficiary shall be deemed to
be the person or persons surviving him in the first of the following classes in
which there is a survivor, share and share alike:



	 	  a)	 	The surviving spouse;
	 
	 	  b)	 	The Participant’s children, except that if any of the
children predecease the Participant but leave issue surviving, then
such issue shall take by right of representation the share their
parent would have taken if living;
	 
	 	  c)	 	The Participant’s Estate.



     7.4 EFFECT OF PAYMENT. The payment to the deemed Beneficiary shall
completely discharge Bank’s obligations under this Plan.


ARTICLE VIII

ADMINISTRATION



     8.1 COMMITTEE; DUTIES. This Plan shall be administered by the Committee.
Members of the Committee may be Participants under this Plan but shall not
participate in deliberations or decisions which relate to their specific claim
for benefits under the Plan.


     8.2 AGENTS. The Committee may appoint an individual to be the Committee’s
agent with respect to the day-to-day administration of the Plan. In addition,
the Committee may, from time to time, employ other agents and delegate to them
such administrative duties as it sees fit, and may from time to time consult
with counsel who may be counsel to the Bank.


     8.3 BINDING EFFECT OF DECISIONS. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and binding upon all persons
having any interest in the Plan.


     8.4 INDEMNITY OF COMMITTEE. The Bank shall indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage, expense
or liability arising from any action or failure to act with respect to this
Plan, except in the case of gross negligence or willful misconduct by the
Committee.


ARTICLE IX

CLAIMS PROCEDURE



     9.1 CLAIM. Any person claiming a benefit, requesting an interpretation or
ruling under the Plan, or requesting information under the Plan shall present
the request in writing to the Committee which shall respond in writing as soon
as practicable.


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     9.2 DENIAL OF CLAIM. If the claim or request is denied, the written
notice of denial shall be made within ninety (90) days of the date of receipt
of such claim or requested by the Committee and shall state:



	 	  a)	 	The reason for denial, with specific references to the Plan
provisions on which the denial is based.
	 
	 	  b)	 	A description of any additional material or information
required and an explanation of why it is necessary.
	 
	 	  c)	 	An explanation of the Plan’s claim review procedure.



     9.3 REVIEW OF CLAIM. Any person whose claim or request is denied or who
has not received a response within ninety (90) days may request review by
notice given in writing to the Committee within sixty (60) days of receiving a
response or one hundred fifty (150) days from the date the claim was received
by the Committee. The claim or request shall be reviewed by the Committee who
may, but shall not be required to, grant the claimant a hearing. On review,
the claimant may have representation, examine pertinent documents, and submit
issues and comments in writing.


     9.4 FINAL DECISION. The decision on review shall normally be made within
sixty (60) days after the Committee’s receipt of a request for review. If an
extension of time is required for a hearing or other special circumstances, the
claimant shall be notified and the time limit shall be one hundred twenty (120)
days after the Committee’s receipt of a request for review. The decision shall
be in writing and shall state the reasons and the relevant Plan provisions.
All decisions on review shall be final and bind all parties concerned.


ARTICLE X

AMENDMENT AND TERMINATION OF PLAN



     10.1 AMENDMENT. The Board may at any time amend the Plan in whole or in
part, provided, however, that no amendment shall be effective to decrease or
restrict any Deferred Benefit Account maintained pursuant to any existing
deferral under the Plan. Any change in the formula used to determine the
Declared Rate shall be prospective only and shall not become effective until
the first day of the calendar year which follows the adoption of the amendment.


     10.2 TERMINATION. The Board may at any time terminate the Plan if, in its
judgment, the tax, accounting, or other effects of the continuance of the Plan,
or potential payments thereunder would not be in the best interests of the
Bank, but such termination shall not affect the accrued benefits of
Participants as of the date of termination. Such deferrals shall otherwise
remain subject to the terms of this Plan.


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ARTICLE XI

MISCELLANEOUS



     11.1 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
heirs, successors and assigns shall have no secured interest or claim in any
property or assets of the Bank, nor shall they be beneficiaries of, or have any
rights, claims or interests in any life insurance policies, annuity contracts
or the proceeds therefrom owned or which may be acquired by the Bank
(“Policies”). Such Policies or other assets of the Bank shall not be held
under any trust for the benefit of Participants, their Beneficiaries, heirs,
successors or assigns, or held in any way as collateral security for the
fulfilling of the obligations of Bank under this Plan. Any and all of the
Bank’s assets and Policies shall be, and remain, the general, unpledged,
unrestricted assets of the Bank. The Bank’s obligation under the Plan shall be
merely that of an unfunded and unsecured promise of the Bank to pay money in
the future.


     11.2 NON-ASSIGNABILITY. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, which are,
and all rights to which are, expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant’s
or any other person’s bankruptcy or insolvency.


     11.3 NOT A CONTRACT OF DIRECTORSHIP. The terms and conditions of this
Plan shall not be deemed to constitute a contract between the Bank and the
Participant relating to the Participant’s service as a Director, and the
Participant (or his Beneficiary) shall have no rights against the Bank except
as may otherwise be specifically provided herein. Moreover, nothing in this
Plan shall be deemed to give a Participant the right to be retained in the
service of the Bank or to interfere with the right of the Bank to discipline or
discharge him at any time.


     11.4 PARTICIPANT COOPERATION. A Participant will cooperate with the Bank
by furnishing any and all information requested by the Bank in order to
facilitate the payment of benefits under and by taking such physical
examinations and such other action as may be requested by the Bank.


     11.5 TERMS. Whenever any words are used herein in the masculine, they
shall be construed as though they were used in the feminine in all cases where
they would so apply; and wherever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the plural
or the singular, as the case may be, in all cases where they would so apply.


     11.6 CAPTIONS. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.


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     11.7 GOVERNING LAW. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of New Jersey.


     11.8 VALIDITY. In case any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal and invalid provision had never been inserted herein.


     11.9 NOTICE. Any notice or filing required or permitted to be given to
the Committee under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to any member of the
Committee, the President of the Bank or the Bank’s Statutory Agent. Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail as of three (3) days following the date shown on the postmark or on the
receipt for registration or certification.


     11.10 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Bank and its successors and assigns. The term successors as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the Bank and successors of any
such corporation or other business entity.


ARTICLE XII

SPECIAL TRANSITION RULES RELATING TO THE 1995 PLAN



     This Plan is the successor the 1995 Plan which was terminated by the Board
effective upon the effective date of this Plan. The opening balance of the
Deferred Benefit Account of a Participant in this Plan who also participated in
the 1995 Plan shall be equal to the balance of the Participant’s account under
the 1995 Plan on the date immediately preceding the effective date of this
Plan. A Participant’s election under the 1995 Plan with respect to the
distribution of benefits upon termination of service shall remain in effect
under this Plan unless superceded by a new Designation of Form of Payment filed
in accordance with the provisions of this Plan and covering transferred 1995
Plan benefits and any benefits accrued under this Plan. In all other respects,
the terms and conditions of this Plan shall govern the rights of Participants
with respect to transferred 1995 Plan benefits and any benefits accrued under
this Plan. Upon the filing of a Participation Agreement under this Plan, a
Participant who participated in the 1995 Plan shall be deemed to have consented
to the foregoing modifications and the transfer of their account balances.


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