Form 8-K SERP Amendments

0000702902-05-000082.txt : 20050314 0000702902-05-000082.hdr.sgml : 20050314 20050314122044 ACCESSION NUMBER: 0000702902-05-000082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20050314 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050314 DATE AS OF CHANGE: 20050314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEYSVILLE NATIONAL CORP CENTRAL INDEX KEY: 0000702902 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232210237 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15237 FILM NUMBER: 05677684 BUSINESS ADDRESS: STREET 1: 483 MAIN ST STREET 2: P O BOX 195 CITY: HARLEYSVILLE STATE: PA ZIP: 19438 BUSINESS PHONE: 2152568851 MAIL ADDRESS: STREET 1: 483 MAIN STREET CITY: HARLEYSVILLE STATE: PA ZIP: 19438 8-K 1 form8kserpamendments.htm FORM 8-K SERP AMENDMENTS Form 8-K SERP Amendments

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report - February 10, 2005

HARLEYSVILLE NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

___________________

Pennsylvania	0-15237	23-2210237
(State or other jurisdiction of incorporation or organization)	Commission File Number	(IRS Employer Identification No.)

483 Main Street

Harleysville, Pennsylvania 19438

(Address of principal executive office and zip code)

(215) 256-8851

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c))

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Item 1.01 Entry into a Material Definitive Agreement

On March 14, 2005, Harleysville Management Services, LLC amended The Supplemental Executive Retirement Benefit Agreements with Executive Officers to assure compliance with the requirements of Section 409A of the Internal Revenue Code.

Item 9.01 Financial Statements and Exhibits

Exhibit Number Description

99.1	Amendment to Supplemental Executive Retirement Benefit Agreement for Walter E. Daller, Jr.

99.2	Amendment to Supplemental Executive Retirement Benefit Agreement for John W. Eisele.

99.3	Amendment to Supplemental Executive Retirement Benefit Agreement for Michael B. High.

99.4	Amendment to Supplemental Executive Retirement Benefit Agreement for James F. McGowan, Jr.

99.5	Amendment to Supplemental Executive Retirement Benefit Agreement for Mikkalya W. Murray.

99.6	Amendment to Supplemental Executive Retirement Benefit Agreement for Demetra M. Takes.

99.7	Amendment to Supplemental Executive Retirement Benefit Agreement for Gregg J. Wagner.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HARLEYSVILLE NATIONAL CORPORATION

Dated: March 14, 2005 /s/ Michael B. High

Michael B. High, EVP and Chief Financial Officer

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EXHIBIT INDEX

	Page

Exhibit 99.1 Amendment to Supplemental Executive Retirement Benefit Agreement for Walter E. Daller Jr.	5

Exhibit 99.2Amendment to Supplemental Executive Retirement Benefit Agreement for John W. Eisele.	8

Exhibit 99.3 Amendment to Supplemental Executive Retirement Benefit Agreement for Michael B. High.	11

Exhibit 99.4 Amendment to Supplemental Executive Retirement Benefit Agreement for James F. McGowan, Jr.	14

Exhibit 99.5 Amendment to Supplemental Executive Retirement Benefit Agreement for Mikkalya W. Murray.	17

Exhibit 99.6 Amendment to Supplemental Executive Retirement Benefit Agreement for Demetra M. Takes.	20

Exhibit 99.7 Amendment to Supplemental Executive Retirement Benefit Agreement for Gregg J. Wagner.	23

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EX-99.1 DALLERSERP 2 dallerserpagmt.htm DALLER SERP AGREEMENT Daller Serp Agreement

AMENDMENT TO SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFIT AGREEMENT

THIS AMENDMENT is made on this 14^th day of March, 2005 by and among HARLEYSVILLE MANAGEMENT SERVICES, LLC (the “Company”), a limited liability company, and WALTER E. DALLER, JR. (the “Employee”).

WITNESSETH:

WHEREAS, the Employee and The Harleysville National Bank and Trust Company (the “Bank”) entered into a Supplemental Executive Retirement Benefit Agreement on June 20, 2002 (the “SERP Agreement”).

WHEREAS, the Bank assigned all of its rights and duties under the SERP Agreement to the Company on June 12, 2004.

WHEREAS, the SERP Agreement provides that if the Employee retires from the Company’s employment on or after his 65^th birthday, the Company will pay a monthly supplemental retirement income to the Employee, each monthly payment of which will equal the Employee’s “Monthly Retirement Benefit” (as defined in the SERP Agreement).

WHEREAS, the SERP Agreement provides that such monthly payments will start on the first day of the first month after the effective date of the Employee’s retirement, and will continue until the later of (i) the first day of the month during which the Employee dies or (ii) the date of the 120^th monthly payment, and that if the Employee dies before receiving the minimum 120 monthly payments, the remaining payments will be made to the Employee’s designated beneficiary.

WHEREAS, the SERP Agreement does not permit the Employee or the Company to vary the time or form of payment of these retirement benefits, and benefits under the SERP Agreement are payable solely from the general assets of the Company, and not from any trust, escrow, or other segregated fund.

WHEREAS, the Employee has attained age sixty-five (65);

WHEREAS, the Bank, the Employee, and Harleysville National Corporation (“HNC”) entered into a Consulting Agreement and General Release as of November 12, 2004 (the “Consulting Agreement”), which provides, inter alia, that the Employee will end his employment and retire from all offices and positions with HNC, the Company, and their subsidiaries (other than his position as chairman of the Board of Directors of HNC and the Company and a member of the board of directors of HNC and the Company) effective April 1, 2005, and that the Employee will provide consulting services to HNC and the Company from April 1, 2005 through March 31, 2008.

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WHEREAS, Section 409A of the Internal Revenue Code (the “Code”), which was added to the Code by the American Jobs Creation Act of 2004, generally provides that unless a “nonqualified deferred compensation plan” for an employee includes certain specified provisions and is operated in accordance with such provisions during the taxable year, all compensation deferred under such plan for such year and all prior years will be includible in the employee’s gross income for such year for federal income-tax purposes.

WHEREAS, Section 409A of the Code generally requires that a “nonqualified deferred compensation plan” provide that compensation deferred under the plan may not be distributed before the earliest of certain specified dates—one of which, in the case of a “specified employee,” is the date six (6) months after the date of the employee’s separation from service (or, if earlier, the date of death of the employee).

WHEREAS, the Company and the Employee desire to amend the SERP Agreement as set forth below in order to assure compliance with the requirements of Section 409A of the Code.

AGREEMENT:

(1) Section 2(a) of the SERP Agreement shall be amended and completely restated to read as follows:

“If the Employee retires from employment with the Company on or after his sixty-fifth (65^th) birthday, in addition to any other retirement benefits to which Employee may be entitled whether from the Company or otherwise, each month the Company shall pay to him a supplemental retirement income equal to his “Monthly Retirement Benefit” as defined below. Said supplemental retirement income shall be payable in monthly payments commencing the first day of the seventh (7^th) month after the month in which falls the effective date of the Employee’s said retirement, and continuing the first day of each month thereafter so long as Employee shall live. On the date of the first monthly retirement income payment, the Company shall also pay to the Employee an amount equal to the sum of the monthly retirement income payments which the Employee would have received prior to such date if the Company had been obligated to pay monthly retirement income payments commencing the first day of the first month after the month in which falls the effective date of the Employee’s said retirement. Notwithstanding the foregoing to the contrary, the Company is obligated hereunder to make a minimum of one hundred twenty (120) such monthly retirement income payments. If the Employee dies before receiving said minimum number of monthly payments, the remaining payments shall be made to the Employee’s designated beneficiary.”

(2) The amendment set forth in Section (1) shall be effective immediately. Except as otherwise provided in Section (1) above, the SERP Agreement shall continue in effect without change, and is hereby deemed to be re-executed and reaffirmed by the Company and the Employee.

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IN WITNESS WHEREOF, the Company has caused this Amendment to the SERP Agreement to be executed on its behalf and its seal to be affixed by duly authorized individuals, and the Employee has hereunto set his hand and sale, as of the day and year first above written.

HARLEYSVILLE MANAGEMENT

ATTEST: SERVICES, LLC

__/s/ Michael B. High__ By:___/s/ Gregg J. Wagner__________

Title: ___EVP & CFO _______ Title: ___Treasurer_______________

Employee:

___/s/ Walter E. Dalle, Jr.______________

Walter E. Daller, Jr.

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EX-99.2 EISELESERP 3 eiseleserpamend.htm EISELE SERP AMENDMENT Eisele Serp Amendment

AMENDMENT TO SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFIT AGREEMENT

THIS AMENDMENT is made on this 14th day of March, 2005 by and among HARLEYSVILLE MANAGEMENT SERVICES, LLC (the “Company”), a limited liability company, and John W. Eisele, (the “Employee”).

WITNESSETH:

WHEREAS, the Employee and the Company entered into a Supplemental Executive Retirement Benefit Agreement on September 27, 2004 (the “SERP Agreement”).

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WHEREAS, the Company and the Employee desire to amend the SERP Agreement as set forth below in order to assure compliance with the requirements of Section 409A of the Code.

AGREEMENT:

(1) Section 2(a) of the SERP Agreement shall be amended and completely restated to read as follows:

“If the Employee retires from employment with the Company on or after his seventy-third (73^rd) birthday, in addition to any other retirement benefits to which Employee may be entitled whether from the Company or otherwise, each month the Company shall pay to him a supplemental retirement income equal to his “Monthly Retirement Benefit” as defined below. Said supplemental retirement income shall be payable in monthly payments commencing the first day of the seventh (7^th) month after the month in which falls the effective date of the Employee’s said retirement, and continuing the first day of each month thereafter so long as Employee shall live. On the date of the first monthly retirement income payment, the Company shall also pay to the Employee an amount equal to the sum of the monthly retirement income payments which the Employee would have received prior to such date if the Company had been obligated to pay monthly retirement income payments commencing the first day of the first month after the month in which falls the effective date of the Employee’s said retirement. Notwithstanding the foregoing to the contrary, the Company is obligated hereunder to make a minimum of one hundred twenty (120) such monthly retirement income payments. If the Employee dies before receiving said minimum number of monthly payments, the remaining payments shall be made to the Employee’s designated beneficiary.”

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HARLEYSVILLE MANAGEMENT

ATTEST: SERVICES, LLC

/s/ Michael B. High By: /s/ Gregg J. Wagner

Title: EVP & CFO Title: Treasurer

Employee:

/s/ John W. Eisele

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EX-99.3 HIGHSERP 4 highserpamend.htm HIGH SERP AMENDMENT High SERP Amendment

AMENDMENT TO SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFIT AGREEMENT

THIS AMENDMENT is made on this 14th day of March, 2005 by and among HARLEYSVILLE MANAGEMENT SERVICES, LLC (the “Company”), a limited liability company, and Michael B. High, (the “Employee”).

WITNESSETH:

WHEREAS, the Employee and the Company entered into a Supplemental Executive Retirement Benefit Agreement on February 23, 2004 (the “SERP Agreement”).

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WHEREAS, the Company and the Employee desire to amend the SERP Agreement as set forth below in order to assure compliance with the requirements of Section 409A of the Code.

AGREEMENT:

(1) Section 2(a) of the SERP Agreement shall be amended and completely restated to read as follows:

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HARLEYSVILLE MANAGEMENT

ATTEST: SERVICES, LLC

_/s/ Jo Ann M. Bynon By: /s/ Gregg J. Wagner

Title: ____SVP Corporate Secretary Title: Treasurer

Employee:

/s/ Michael B. High

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EX-99.4 MCGOWANSERP 5 mcgowansermamend.htm MCGOWAN SERP AMENDMENT McGowan Serp Amendment

AMENDMENT TO SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFIT AGREEMENT

THIS AMENDMENT is made on this 14th day of March, 2005 by and among HARLEYSVILLE MANAGEMENT SERVICES, LLC (the “Company”), a limited liability company, and James F. McGowan, Jr., (the “Employee”).

WITNESSETH:

WHEREAS, the Employee and the Company entered into a Supplemental Executive Retirement Benefit Agreement on August 23, 2004 (the “SERP Agreement”).

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WHEREAS, the Company and the Employee desire to amend the SERP Agreement as set forth below in order to assure compliance with the requirements of Section 409A of the Code.

AGREEMENT:

(1) Section 2(a) of the SERP Agreement shall be amended and completely restated to read as follows:

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HARLEYSVILLE MANAGEMENT

ATTEST: SERVICES, LLC

/s/ Michael B. High By: /s/ Gregg J. Wagner

Title: EVP & CFO Title: Treasurer

Employee:

/s/ James F. McGowan

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EX-99.5 MURRAYSERP 6 murrayserpamend.htm MURRAY SERP AMENDMENT Murray Serp Amendment

AMENDMENT TO SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFIT AGREEMENT

THIS AMENDMENT is made on this 14th day of March, 2005 by and among HARLEYSVILLE MANAGEMENT SERVICES, LLC (the “Company”), a limited liability company, and Mikkalya W. Murray, (the “Employee”).

WITNESSETH:

WHEREAS, the Employee and The Harleysville National Bank and Trust Company (the “Bank”) entered into a Supplemental Executive Retirement Benefit Agreement on June 17, 2002 (the “SERP Agreement”).

WHEREAS, the Bank assigned all of its rights and duties under the SERP Agreement to the Company on June 12, 2004.

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WHEREAS, the Company and the Employee desire to amend the SERP Agreement as set forth below in order to assure compliance with the requirements of Section 409A of the Code.

AGREEMENT:

(1) Section 2(a) of the SERP Agreement shall be amended and completely restated to read as follows:

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HARLEYSVILLE MANAGEMENT

ATTEST: SERVICES, LLC

/s/ Michael B. High By: Gregg J. Wagner

Title: EVP & CFO Title: Treasurer

Employee:

Mikkalya W. Murray

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EX-99.6 TAKESSERP 7 takesserpamend.htm TAKES SERP AMENDMENT Takes Serp Amendment

AMENDMENT TO SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFIT AGREEMENT

THIS AMENDMENT is made on this 14th day of March, 2005 by and among HARLEYSVILLE MANAGEMENT SERVICES, LLC (the “Company”), a limited liability company, and Demetra M. Takes, (the “Employee”).

WITNESSETH:

WHEREAS, the Bank assigned all of its rights and duties under the SERP Agreement to the Company on June 12, 2004.

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WHEREAS, the Company and the Employee desire to amend the SERP Agreement as set forth below in order to assure compliance with the requirements of Section 409A of the Code.

AGREEMENT:

(1) Section 2(a) of the SERP Agreement shall be amended and completely restated to read as follows:

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HARLEYSVILLE MANAGEMENT

ATTEST: SERVICES, LLC

/s/ Michael B. High By: /s/ Gregg J. Wagner

Title: EVP & CFO Title: Treasurer

Employee:

D. M. Takes

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EX-99.7 WAGNERSERP 8 wagnerserpamend.htm WAGNER SETP AMENDMENT Wagner Setp Amendment

AMENDMENT TO SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFIT AGREEMENT

THIS AMENDMENT is made on this 14th day of March, 2005 by and among HARLEYSVILLE MANAGEMENT SERVICES, LLC (the "Company"), a limited liability company, and Gregg J. Wagner, (the "Employee").

WITNESSETH:

WHEREAS, the Employee and The Harleysville National Bank and Trust Company (the "Bank") entered into a Supplemental Executive Retirement Benefit Agreement on June 14, 2002 (the "SERP Agreement").

WHEREAS, the Bank assigned all of its rights and duties under the SERP Agreement to the Company on June 12, 2004.

WHEREAS, the SERP Agreement provides that if the Employee retires from the Company’s employment on or after his 65^th birthday, the Company will pay a monthly supplemental retirement income to the Employee, each monthly payment of which will equal the Employee’s "Monthly Retirement Benefit" (as defined in the SERP Agreement).

WHEREAS, Section 409A of the Internal Revenue Code (the "Code"), which was added to the Code by the American Jobs Creation Act of 2004, generally provides that unless a "nonqualified deferred compensation plan" for an employee includes certain specified provisions and is operated in accordance with such provisions during the taxable year, all compensation deferred under such plan for such year and all prior years will be includible in the employee’s gross income for such year for federal income-tax purposes.

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WHEREAS, Section 409A of the Code generally requires that a "nonqualified deferred compensation plan" provide that compensation deferred under the plan may not be distributed before the earliest of certain specified dates—one of which, in the case of a "specified employee," is the date six (6) months after the date of the employee’s separation from service (or, if earlier, the date of death of the employee).

WHEREAS, the Company and the Employee desire to amend the SERP Agreement as set forth below in order to assure compliance with the requirements of Section 409A of the Code.

AGREEMENT:

(1) Section 2(a) of the SERP Agreement shall be amended and completely restated to read as follows:

"If the Employee retires from employment with the Company on or after his sixty-fifth (65^th) birthday, in addition to any other retirement benefits to which Employee may be entitled whether from the Company or otherwise, each month the Company shall pay to him a supplemental retirement income equal to his "Monthly Retirement Benefit" as defined below. Said supplemental retirement income shall be payable in monthly payments commencing the first day of the seventh (7^th) month after the month in which falls the effective date of the Employee’s said retirement, and continuing the first day of each month thereafter so long as Employee shall live. On the date of the first monthly retirement income payment, the Company shall also pay to the Employee an amount equal to the sum of the monthly retirement income payments which the Employee would have received prior to such date if the Company had been obligated to pay monthly retirement income payments commencing the first day of the first month after the month in which falls the effective date of the Employee’s said retirement. Notwithstanding the foregoing to the contrary, the Company is obligated hereunder to make a minimum of one hundred twenty (120) such monthly retirement income payments. If the Employee dies before receiving said minimum number of monthly payments, the remaining payments shall be made to the Employee’s designated beneficiary."

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HARLEYSVILLE MANAGEMENT

ATTEST: SERVICES, LLC

/s/ Michael B. High By: /s/ D. M. Takes

Title: EVP & CFO Title: President

Employee:

/s/ Gregg J. Wagner

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