exv10w13



 





Exhibit 10.13


SECOND AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




OF




YARDVILLE NATIONAL BANK




Purpose




     The purpose of the Yardville National Bank Supplemental Executive
Retirement Plan is to provide those officers of Yardville National Bank listed
in Appendix A attached hereto with supplemental retirement benefits in addition
to those otherwise provided to employees of Yardville National Bank.



     The Plan is an unfunded plan maintained for the purpose of providing
deferred compensation for selected officers of the Bank, each of whom is a
member of a select group of management or highly compensated employees for
purpose of Title I of the Employee Retirement Income Security Act of 1974, as
amended.



     Previously, the officers listed in Appendix A were participants in either
the Yardville National Bank Salary Continuation Plan or the Yardville National
Bank Survivor Income Plan (collectively the “Prior Plans”). In order to
achieve administrative efficiency, Prior Plans were combined in this restated
Plan. This Second Amended and Restated Plan was adopted by the Board on
February 25, 2004. The Plan, as originally amended and restated was effective
January 1, 2002. The Second Amended and Restated Plan reflects various
technical modifications approved by the Board




ARTICLE 1

Definitions




     For purposes hereof, unless otherwise clearly apparent from the context,
the following phrases and terms shall have the indicated meanings:



     1.1 “Accrued Benefit” shall mean a Participant’s Target Benefit,
multiplied by a factor, no greater than one, the numerator of which is his or
her Years of Participation and the denominator of which is the full number of
years beginning on a Participant’s Eligibility Date and ending on his or her
Normal Retirement Date.



     1.2 “Actuarial Equivalent” shall mean an amount or a series of payments
that, at a given point in time, is determined to have the same or equivalent
value, at that point in time, as another given amount or another given series
of payments, taking into consideration the time value of money, mortality and
such other actuarial factors as may be appropriate. The Actuarial Equivalent
of a benefit payable under this Plan shall be determined by reference to
actuarial factors consistent with Section 417(e) of the Internal Revenue Code
of 1986, as amended.



     1.3 “Beneficiary” shall mean those persons designated by the Participant
to receive benefits under the Plan as described in Article 6 upon the death of
the Participant.



 









 





     1.4 “Board” shall mean the Board of Directors of Yardville National Bank.



     1.5 “Cause” is defined in Section 6.3 of this Plan.



     1.6 “Change of Control” is defined in Article 10 of this Plan.



     1.7 “Committee” shall mean the administrative committee appointed to
manage and administer this Plan in accordance with the provisions of Article
13.



     1.8 “Company” shall mean Yardville National Bancorp, Inc.



     1.9 “Considered Compensation” shall mean the total of all payments
(including salary, bonuses and all other elements of cash compensation except
as specifically provided otherwise herein) made to a Participant on account of
employment with the Company for services rendered, including any amounts of
salary that the Participant may from time to time elect to defer under the
Company’s 401(k) Plan (or any similar successor plan or plans) or under any
cafeteria plan (within the meaning of Section 125 of the Internal Revenue Code
of 1986, as amended) or any nonqualified deferred compensation plan from time
to time maintained by the Company, but excluding:




	(a)	 	Income arising from any stock bonus, stock
option, stock appreciation rights or restricted stock plan;
	 
	(b)	 	Contributions to and payments from any qualified
or nonqualified employee benefit plan of the Company (except
as provided above); and
	 
	(c)	 	Cost of living differential, and automobile
allowances.





     Considered Compensation in a particular period shall include salary
payments actually received in that period as well as any amounts of salary that
would have been received in that period had payment not been deferred through
participation in the Company’s 401(k) Plan (or any similar successor plan or
plans) or in a cafeteria plan or nonqualified deferred compensation plan of the
Company.



     1.10 “Disability” shall mean a condition which qualifies for receipt of
disability income payments under the Disability Plan.



     1.11 “Disability Offset Amount” shall mean the sum of the following:




	(a)	 	The annual amount of any disability income
payments received by a Participant or his or her family
members under the Social Security Act; and
	 
	(b)	 	The annual amount of disability income payments
received by the Participant under the Disability Plan.




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     1.12 “Disability Plan” shall mean the long-term disability plan of the
Company, if any, as now or hereafter amended, including any similar successor
plan.



     1.13 “Eligibility Date” shall mean the date the Participant began accruing
benefits under the Plan. This date shall be established from the Prior Plans
for those individuals listed in Appendix A as of the Effective Date, except as
otherwise provided by the Board. For any other individuals, this date will be
established by the Board.



     1.14 “Final Average Earnings” shall mean the average of the highest annual
Considered Compensation received by a Participant during the three calendar
years out of the current and preceding five calendar years during which his
considered Compensation was the highest. At any point in time, Final Average
Earnings shall be computed to the date of determination by taking into account
actual Considered Compensation during the current calendar year (with
annualization) and the five preceding calendar years.



     1.15 “Normal Retirement Age” shall mean attainment of age 65 or attainment
of both age 60 and 20 years of service, or such other date as described in a
Prior Plan or Appendix A.



     1.16 “Normal Retirement Date” shall mean the first day of the month
following the month in which a Participant attains his or her Normal Retirement
Age.



     1.17 “Participant” shall mean an executive of the Company designated by
the Board of Directors of the Company and approved by the Committee who is a
member of a select group of management or highly compensated employees within
the meaning of Section 201(2) of the Employee Retirement Income Security Act of
1974, as amended.



     1.18 “Plan” shall mean this Supplemental Executive Retirement Plan of
Yardville National Bank, as amended and restated.



     1.19 “Prior Plan” shall mean either the Yardville National Bank Salary
Continuation Plan or the Yardville National Bank Survivor Income Plan
previously established by the Company for any Participant listed on Appendix A
as of the Effective Date.



     1.20 “Plan Year” shall mean the 12-consecutive-month period ending
December 31 of each year.



     1.21 “Target Benefit” shall mean an amount equal to a stated percentage of
a Participant’s Final Average Earnings as described in Appendix A.



     1.22 “Trust” shall mean the Supplemental Executive Retirement Plan Trust
Agreement of Yardville National Bank.



     1.23 “Year of Participation” shall mean for a Participant the full year
measured from a Participant’s Eligibility Date and anniversaries thereafter.



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ARTICLE 2

Participation




     2.1 Participation. Upon nomination by the Board of Directors of the
Company and approval by the Committee, an executive of the Company shall become
a Participant effective as of the date specified in the nomination document.




ARTICLE 3

Retirement




     3.1 Normal Retirement Benefit. Except as provided in Section 6.2, upon
retirement from the Company at or after his or her Normal Retirement Date, a
Participant shall be entitled to receive an annual retirement benefit equal to
his or her Target Benefit.



     3.2 Form and Time of Retirement Payments Pursuant to Articles 3 and 6.




	(a)	 	Form of Payment. Benefits pursuant to Articles 3
and 6 shall be paid, at the Participant’s election, in the
form of (i) monthly installments for a period ending at the
later of: (i) the Participant’s death or (ii) one hundred
eighty (180) months measured from the date on which benefits
commence hereunder; or (ii) a lump sum which is the Actuarial
Equivalent of the monthly benefits otherwise payable under the
Plan. The Participant’s election shall be made on a form
designated by the Committee for such purpose.
	 
	(b)	 	Time of Payment. Installment payments shall be
made in equal amounts on a monthly basis commencing on the
Normal Retirement Date or the actual date of retirement if the
Participant defers his retirement beyond the Normal Retirement
Date. A lump sum payment, if elected, shall be paid within 90
days following the Participant’s termination of employment.
Neither installment payments nor a lump sum payment shall be
adjusted on account of a Participant’s deferral of retirement
past his or her Normal Retirement Date, except to the extent
such adjustment results from changes in a Participant’s Final
Average Earnings. The Company may withhold from any payment
any income tax or other amounts as required by law.
	 
	(c)	 	A Participant, while employed by the Bank, may
change the form in which his benefits shall be paid by filing
a revised election indicating such change at least one (1)
calendar year prior to the date payments are to commence.
Such election shall be irrevocable beginning one (1) calendar
year prior to the date payments are to commence. Subject to
Section 10.3, no changes in the form of benefit payment shall
be permitted following a Participant’s termination of
employment.




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ARTICLE 4

Disability




     4.1 Disability Benefit. If a Participant suffers a Disability while
employed by the Company prior to his or her Normal Retirement Date for which he
or she receives disability income payments under the Disability Plan, the
Participant shall be entitled to receive a monthly disability benefit under
this Plan equal to 100% of the Participant’s Final Average Earnings, as of the
date which is the first day of the seventh month following an onset of the
Disability, reduced by the Disability Offset Amount.



     4.2 Form and Duration of Disability Payment. The annual disability
benefit under Section 4.1 shall be payable in equal monthly installments
commencing on the date specified under Section 4.1 and continuing until the
earliest of the following dates:




	(a)	 	The date the Participant returns to active
employment with either the Company or another employer;
	 
	(b)	 	The date that disability income payments cease
under the Disability Plan; or
	 
	(c)	 	The Participant’s Normal Retirement Date or date
of death.





     4.3 Benefits on Cessation of Disability Payments. After a Participant’s
disability benefits cease pursuant to Section 4.2, the Participant shall be
entitled to benefits under this Plan determined as follows:




	(a)	 	If the Participant’s disability benefits cease
because the Participant returns to active employment with the
Company, or if they cease pursuant to Section 4.2(b) and the
Participant returns to active employment with the Company
within six (6) months following such cessation, then (i) the
Participant shall be credited with Years of Participation for
the period during which disability benefits were provided
under this Plan; and (ii) the Participant shall thereafter be
entitled to receive such benefits, if any, as are available
under the other provisions of this Plan.
	 
	(b)	 	If the Participant’s disability benefits cease
because the Participant returns to active employment with
another employer, or if they cease pursuant to Section 4.2(b)
and the Participant does not return to active employment with
the Company within six (6) months following such cessation,
then (i) the Participant shall, for purposes of this Plan, be
considered to have terminated employment as of the date of
onset of his or her Disability and shall be credited with no
further Years of Participation after that date; and (ii) the
Participant shall thereafter be entitled to receive such
benefits, if any, as are available under the other provisions
of this Plan.




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	(c)	 	If the Participant’s disability benefits cease
because the Participant reaches his or her Normal Retirement
Date or dies, then (i) the Participant shall be credited with
Years of Participation for the period during which disability
benefits were provided under this Plan; and (ii) the
Participant shall be entitled to receive the benefit specified
in Section 3.1, as if he or she had retired on that date, or
the Participant’s beneficiary shall be entitled to receive any
death benefit specified in Section 5.1 or 5.2, as the case may
be. Such benefit shall be computed as of the Participant’s
Normal Retirement Date or date of death, as the case may be,
based on the Participant’s Final Average Earnings as of the
date of onset of the Participant’s Disability, without
reduction for disability benefits paid under this Plan. Such
benefit shall be paid at the time and in the form specified in
Section 3.2, 5.l or 5.2, as the case may be, except that, in
the case of payments pursuant to Section 3.2, if any
Disability Offset Amounts continue to be paid following the
Participant’s Normal Retirement Date, the payments shall be
offset by such Amounts so long as they continue to be paid.





     4.4 Disability After Normal Retirement Date. If a Participant suffers a
Disability after his or her Normal Retirement Date but prior to actual
retirement, the Participant shall be deemed to have retired as of the date of
onset of the Disability and shall thereafter be entitled to receive the benefit
specified in Section 3.1. Such benefit shall be computed as of the
Participant’s deemed date of retirement. Such benefit shall be paid at the
time and in the form specified in Section 3.2, except that, if any Disability
Offset Amounts are paid following the Participant’s deemed retirement, the
annuity payments shall be offset by such amounts so long as they continue to be
paid.




ARTICLE 5

Death Benefit




     5.1 Death Prior to Benefit Commencement. If a Participant dies before
receiving any benefits under Article 3 of this Plan, then, the Participant’s
Beneficiary shall be entitled to receive an annual benefit equal to 100% of the
monthly retirement benefit that the Participant would have been entitled to
receive under Section 3.1 if the Participant had retired on his or her Normal
Retirement Date (without regard to the Participant’s actual age and years of
service as of such date) immediately prior to his or her death and such benefit
had been paid pursuant to Section 3.2. Such benefits will be payable to the
Beneficiary in accordance with the Participant’s election under Section 3.2(a).



     5.2 Death After Benefit Commencement. If a Participant dies after
commencing the receipt of benefits under this Plan, then, the Participant’s
Beneficiary will receive any remaining payments which otherwise are due under
Section 3.2(a).



     5.3 Lack of Beneficiary Designation. In the absence of any effective
beneficiary designation by the Participant, any amounts becoming due and
payable upon the death of the Participant shall be paid to his or her executor
or administrator.



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ARTICLE 6

Termination of Employment




     6.1 Termination Prior to Normal Retirement Date. Except as provided in
Sections 6.2 and 10.2, a Participant who terminates employment with the Company
prior to his or her Normal Retirement Date for a reason other than death or
Disability shall be entitled to receive an annual benefit commencing on his or
her Normal Retirement Date equal to his or her Accrued Benefit as of the date
of termination from employment.



     6.2 Termination With Cause. If the Company terminates a Participant’s
employment with cause, then, except as expressly provided in Section 10.2
below, the Participant shall not thereafter be entitled to any benefits under
this Plan.



     6.3 Definition of Cause. As used in this Article 6, the term “Cause”
shall include, without limitation, willful misconduct, fraud, violation of any
federal or state law involving the commission of a crime against the Company,
commission of a felony, or commission of a gross misdemeanor. The term
“willful misconduct,” as used in this Section 6.3, shall mean any act or
failure to act which is done in bad faith with the intent to injure the
Company’s business or reputation.



     6.4 Vesting Requirements. A Participant’s nonforfeitable benefits under
this Plan shall be determined by reference to this Section 6.4. A Participant
shall be 100% vested upon the occurrence of any of the following events: (a)
attainment of his or her Normal Retirement Age, (b) the Participant’s
Disability as provided in Article 4, (c) the Participant’s death as provided in
Article 5, and (d) a Change of Control as described in Article 10. Upon a
Participant’s termination of employment for any other reason, except as
provided in Section 6.2, the Participant’s vested benefit shall be equal to the
Participant’s Accrued Benefit as of the date of termination. If a
Participant’s termination of employment is subject to Section 6.2, his or her
nonforfeitable percentage shall be zero.




ARTICLE 7

Company/Participant Liability




     7.1 General Assets. Amounts payable to a Participant shall be paid
exclusively from the general assets of the Company. However, the Company has
established the Trust to which the Company may make contributions in order to
provide for the payment of benefits under the Plan. Notwithstanding the
foregoing, Trust assets shall be treated as assets of the Company and shall
remain subject to the claims of the general creditors of the Company under the
circumstances set forth in the Trust.



     7.2 Company’s Liability. The Company’s liability for the payment of
benefits shall be defined only by this Plan.



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     7.3 Limitation of Obligation. Except as expressly provided for in this
Plan, the Company shall have no obligation under this Plan to a Participant or
his or her Beneficiary, if any.



     7.4 Participant Cooperation. A Participant must at all times cooperate
with the Company and the Committee and furnish all information requested by the
Company or the Committee in order to facilitate the determination of benefits
or the administration of this Plan. Such cooperation shall include, without
limitation, taking a physical or mental examination if so requested by the
Company or the Committee. If a Participant fails promptly to cooperate or
furnish requested information, the Committee, in its sole and absolute
discretion, may withhold benefits from the Participant.



     7.5 Unsecured General Creditor. A Participant and his or her Beneficiary,
if any, shall not have, by reason of this Plan, any legal or equitable rights,
claims or interests in any property or assets of the Company nor shall they be
beneficiaries of, or have any legal or equitable rights, claims or interest in
the life insurance policies or annuities or the proceeds therefrom owned, or
which may be acquired, by the Company. Any and all of the Company’s assets
shall be, and remain, the general, unpledged, unrestricted assets of the
Company. The Company’s obligations under this Plan shall be merely those of an
unfunded and unsecured promise of the Company to pay money in the future.




ARTICLE 8

No Guarantee of Employment




     8.1 No Guarantee of Employment. Nothing in this Plan shall alter in any
manner the employment relationship with a Participant.




ARTICLE 9

Plan Amendment and Termination




     9.1 Amendment. The Company may amend this Plan at any time so long as the
rights required to be preserved on termination under Section 9.2 are not
reduced. No amendment of this Plan or waiver of any of the specific provisions
of this Plan shall be valid unless made pursuant to a duly executed written
document.



     9.2 Termination. Subject to Article 10, the Company may terminate this
Plan at any time, for any reason, as follows:




	(a)	 	Termination shall be by notice to the Committee,
which shall notify Participants of the termination. The
effective date of the termination shall not be earlier than
the first day of the month in which notice is given.
	 
	(b)	 	After the effective date of termination, no
further executives shall be selected for participation and no
further benefits shall accrue for existing Participants.




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	(c)	 	In the event of termination, the retirement
benefits of each existing Participant shall be paid at the
time and in the amount and form specified under the terms of
this Plan as in effect on the day before termination, except
that the Participants’ respective Accrued Benefits and Vested
Amounts shall be based on their Final Average Earnings, Years
of Service and Years of Participation as of the effective date
of Plan termination. Notwithstanding the foregoing, the
Company shall be entitled to provide retirement benefits in
any alternative form that is the Actuarial Equivalent of the
form in which the retirement benefits were payable under the
provisions of this Plan in effect before termination.
	 
	(d)	 	Unless otherwise expressly provided at the time
of termination of the Plan, no Participant shall be entitled
to any benefit under this Plan on account of any Disability
that commences following the effective date of Plan
termination.






ARTICLE 10

Change of Control




     10.1 Change of Control. For purposes of this Plan, the term “Change of
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




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	 	 	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.





     10.2 Termination of Employment Following a Change of Control. If, during
the three-year period following a Change of Control, the employment of a
Participant is involuntarily terminated (other than for Cause) or if the
Participant’s employment is constructively terminated (as defined in Section
10.3), then the Participant shall be deemed to have retired as of his
termination date at or after his or her Normal Retirement Date (without regard
to his actual age or service as of such date) under the provisions of this
Plan, and shall be entitled to receive a retirement benefit in an annual amount
equal to the Participant’s Target Benefit (with the Target Benefit to be
determined based on the Final Average Earnings of the Participant as of the
date of termination). Such retirement benefit shall be paid in accordance with
the provisions of Section 3.2 of this Plan effective as of the first month
following the Participant’s termination. Notwithstanding anything in this Plan
to the contrary, if, during the three-year period described in the first
sentence of this paragraph the Participant’s employment terminates (i) by
reason of his death or Disability, (ii) for Cause or (iii) if the Participant
terminated employment on a voluntary basis without grounds for constructive
termination, then the Participant shall be limited to the other compensation
and benefits payable under Articles 4, 5 and 6 of this Plan. The special rules
applicable under this Section 10.2 shall expire following the third anniversary
of the event constituting a Change in Control.



     10.3 Constructive Termination of Employment. A Participant’s employment
shall be deemed to be constructively terminated on or after the effective date
of a Change in Control if there occurs any one of the following:




	(a)	 	The assignment to him of any duties inconsistent
in any respect with his position (including status, offices,
titles and reporting relationships), authority, duties or
responsibilities immediately prior to the Change in Control or
any other action by the Company which results in a diminution
in any respect in such position, authority, duties or
responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company promptly after receipt of
notice thereof given by the Participant
	 
	(b)	 	A reduction by the Company in his annual base
salary as in effect immediately prior to the Change in
Control;
	 
	(c)	 	The Company’s requiring him to be based at any
office or location that is more than 35 miles from his office
or location immediately prior to the Change in Control;
	 
	(d)	 	The failure by the Company, without his consent,
to pay to him any portion of his current compensation, or to
pay to him any portion of an




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	 	 	installment of deferred compensation under any deferred
compensation program of the Company within seven (7) days of
the date such compensation is due;
	 
	(e)	 	The failure by the Company to continue in effect
any compensation plan in which he participates immediately
prior to the Change in Control which is material to his total
compensation, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan is substituted therfor,
or the failure by the Company to continue the Participant’s
participation therein (or in such substitute or alternative
plan) on a basis not materially less favorable, both in terms
of the amount of benefits provided and the level of his
participation relative to other participants, as existed
immediately prior to the Change in Control; or
	 
	(f)	 	The failure by the Company to continue to provide
him with benefits substantially similar to those enjoyed by
him under any of the Company’s pension, life insurance,
medical, health and accident, disability or other welfare
plans in which he was participating at the time of the Change
in Control.





     10.4 Special Distribution Rule. Notwithstanding anything in this Plan to
the contrary, a Participant who terminates employment in accordance with
Section 10.2 may elect to receive a lump sum payment which is the Actuarial
Equivalent to the monthly benefit otherwise payable pursuant to Section 3.2;
provided, however, that such election must be made within ninety (90) days
following the Participant’s termination of employment during the three-year
period following a Change in Control.




ARTICLE 11

Other Benefits and Agreements




     11.1 Coordination with Other Benefits. The benefits under this Plan for a
Participant and his or her Beneficiary, if any, are in addition to any other
benefits available under any other plan or program for employees of the
Company. This Plan shall supplement and shall not supersede, modify or amend
any other such plan or program.




ARTICLE 12

Restrictions on Alienation of Benefits




     12.1 Nonassignability. 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. No part
of the amounts payable hereunder shall, prior to actual payment, be subject to
any claims of creditors and, in particular, they shall not be subject to
attachment, garnishment, seizure or sequestration by any creditor for the
payment of any debts, judgments, obligations, alimony or separate maintenance
owed by a Participant or his or her Beneficiary, if any.



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ARTICLE 13

Administration of Plan




     13.1 Committee Administration. The general administration of this Plan,
as well as construction and interpretation hereof, shall be the responsibility
of the Committee, the number of members of which shall be designated from time
to time by the Board and the members of which shall be appointed from time to
time by, and shall serve at the pleasure of, the Board.



     13.2 Committee Authority. The Committee shall have the exclusive right
and authority:




	(a)	 	To from time to time establish rules, forms and
procedures for the administration of this Plan;
	 
	(b)	 	To interpret this Plan and to correct any defect,
supply any information and reconcile any inconsistency in such
manner and to such extent as the Committee, in its sole and
absolute discretion, shall deem necessary or advisable to
carry out the purpose of this Plan; and
	 
	(c)	 	To make all other determinations that the
Committee, in its sole and absolute discretion, shall deem
necessary or advisable in connection with the administration
of this Plan, including, without limitation, determination of
(i) the benefit amounts to which a Participant is entitled
(and the appropriate Final Average Earnings, Disability Offset
Amount, Years of Participation to be used in determining such
benefit amounts); (ii) whether Cause existed for the
termination of employment of a Participant; (iii) whether a
Participant’s employment has been constructively terminated
(within the meaning of Section 10.3) and (iv) whether benefits
are to be withheld or terminated pursuant to Section 7.4.





     Subject to the claims procedures set forth in Article 14, all rules,
procedures, interpretations and determinations made by the Committee in good
faith shall be final, conclusive and binding upon all persons having or
claiming to have any right or interest under this Plan.



     13.3 Committee Indemnity. No member of the Committee shall be liable for
any act or omission of any other member of the Committee, nor for any act or
omission on his or her own part, excepting his or her own gross negligence.
The Company shall indemnify and save harmless each member of the Committee
against any and all expenses and liabilities arising out of his or her
membership on the Committee, with the exception of expenses and liabilities
arising out of his or her own gross negligence.



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ARTICLE 14

Claims Procedures




     14.1 Presentation of Claim. Any Participant or the surviving Beneficiary,
if any, of a deceased Participant (such Participant or Beneficiary being
referred to below as a “Claimant”) may deliver to the Committee a written claim
for a determination with respect to the amounts distributable to such Claimant
from this Plan. If such a claim relates to the contents of a notice received
by the Claimant, the claim must be made within sixty (60) days after such
notice was received by the Claimant. The claim must state with particularity
the determination desired by the Claimant.



     14.2 Notification of Decision. The Committee shall consider a Claimant’s
claim within a reasonable time and shall notify the Claimant in writing:




	(a)	 	that the Claimant’s requested determination has
been made, and that the claim has been allowed in full; or
	 
	(b)	 	that the Committee has reached a conclusion
contrary, in whole or in part, to the Claimant’s requested
determination, and such notice must set forth in a manner
calculated to be understood by the Claimant;






	(i)  	 	the specific reason(s) for the denial
of the claim, or any part of it;
	 
	(ii) 	 	specific reference(s) to pertinent
provisions of this Plan upon which such denial was
based;
	 
	(iii)	 	a description of any additional
material or information necessary for the Claimant to
perfect the claim, and an explanation of why such
material or information is necessary; and
	 
	(iv)	 	an explanation of the claim review
procedure set forth in Section 14.3.





     14.3 Review of Denied Claim. Within sixty (60) days after receiving a
notice from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant’s duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim.
Thereafter, but not later than thirty (30) days after filing of the written
request for review, the Claimant (or the Claimant’s duly authorized
representative):




	(a)	 	may review pertinent documents;
	 
	(b)	 	may submit written comments or other documents;
and/or
	 
	(c)	 	may request a hearing, which request the
Committee, in its sole and absolute discretion, may grant.




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     14.4 Decision on Review. The Committee shall render its decision on
review promptly, and not later than sixty (60) days after the filing of a
written request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the Committee’s
decision must be rendered within one hundred twenty (120) days after such date.
Such decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:




	(a)	 	specific reasons for the decision;
	 
	(b)	 	reference to the specific Plan provisions on
which the decision is based; and
	 
	(c)	 	such other matters as the Committee deems
relevant.





     Any decision on review made by the Committee in good faith shall be final,
conclusive and binding upon the Claimant, unless the decision is determined to
have been arbitrary and capricious.




ARTICLE 15

Grantor Trust




     15.1 Funding of Trust. The Company may from time to time transfer to the
trustee of the Trust such assets as the Committee determines, in its sole and
absolute discretion, should be transferred thereto.



     15.2 Interrelationship of the Plan and the Trust. The provisions of this
Plan shall govern the rights of a Participant and his or her Beneficiary to
distributions pursuant to this Plan. The provisions of the Trust shall govern
the rights of the Company, Participants and their Beneficiaries and the
creditors of the Company to the assets, if any, transferred to the Trust. The
Company shall at all times remain liable to carry out its obligations under
this Plan. The Company’s obligations under the Plan may be satisfied with
Trust assets distributed pursuant to the terms of the Trust.




ARTICLE 16

Miscellaneous




     16.1 Notice. Any notice required or permitted to be given under this Plan
by a Participant or a Claimant shall be in writing and shall be hand delivered
against receipt, or mailed via registered or certified mail return receipt
requested, to:




	 	 	Board of Directors

Yardville National Bank

2465 Kuser Road

Hamilton, NJ 08690




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     Any notice to a Participant or his or her Beneficiary, if any, required or
permitted to be given under this Plan by the Committee or the Board shall be in
writing and shall be hand delivered to the Participant or Beneficiary, or
mailed via registered or certified mail, return receipt requested, to the last
known address for the Participant or Beneficiary as shown on the records of the
Company.



     16.2 Successors. This Plan shall be binding upon the Company and its
successors and assigns, and upon a Participant, the Participant’s Beneficiary,
if any, and their permitted assigns, heirs, executors and administrators.



     16.3 Governing Law. This Plan shall be governed by and construed under
the laws of the State of New Jersey to the extent such laws are not superseded
by federal law.



     16.4 Pronouns. Masculine pronouns wherever used shall include feminine
pronouns and the singular shall include the plural.



     16.5 Headings. The headings 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.



     16.6 Validity. In the event any provision of this Plan shall be illegal
or invalid for any reason, the illegality or invalidity of that provision shall
not affect the remaining provisions hereof, but this Plan shall be construed
and enforced as if such illegal and invalid provision had never been inserted
herein.



     16.7 Incapacity of Recipient. If any person entitled to a benefit under
the Plan is deemed by the Company to be incapable of personally receiving and
giving a valid receipt for such payment, then, unless and until claim therefor
shall have been made by a duly appointed guardian or other legal representative
of such person, the Company may provide for such benefit or any part thereof to
be made to any other person or institution then contributing toward or
providing for the care and maintenance of such person. Any such payment shall
be a payment for the account of such person and a complete discharge of any
liability of the Company and the Plan therefor.



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APPENDIX A




     The Company has designated the following persons as Participants in its
Supplemental Executive Retirement Plan as of the Effective Date with (i) Years
of Participation measured from the Eligibility Date and (ii) the Target Benefit
equal to the percentage of Final Average Earnings as noted below



	 	 	 	 	 
	1. Jay G. Destribats

	 	Eligibility Date:
	 	December 31, 1994
	

	 	Target Benefit:
	 	60% of Final Average Earnings
	

	 	Normal Retirement Age:
	 	70
	 
	 	 	 	 
	2. Patrick M. Ryan

	 	Eligibility Date:
	 	October 28, 1994
	

	 	Target Benefit:
	 	60% of Final Average Earnings
	

	 	Normal Retirement Age:
	 	65
	 
	 	 	 	 
	3. Stephen F. Carman

	 	Eligibility Date:
	 	January 22, 1996
	

	 	Target Benefit:
	 	40% of Final Average Earnings
	

	 	Normal Retirement Age:
	 	60
	 
	 	 	 	 
	4. Timothy J. Losch

	 	Eligibility Date:
	 	January 1, 1998
	

	 	Target Benefit:
	 	40% of Final Average Earnings
	

	 	Normal Retirement Age:
	 	65