Supp. Excess Benefit Retire. Plan - Valley National

EXHIBIT 10(OO)


THE VALLEY NATIONAL BANK OF ARIZONA
SUPPLEMENTAL EXCESS BENEFIT
RETIREMENT PLAN


TABLE OF CONTENTS


Page No.
-------- Article One Preamble...................................................... 1
ARTICLE TWO Construction.................................................. 1
ARTICLE THREE Eligibility and Participation................................. 2
ARTICLE FOUR Benefits...................................................... 2
ARTICLE FIVE Payment of Benefits........................................... 3
ARTICLE SIX Funding....................................................... 3
ARTICLE SEVEN Administration................................................ 3
ARTICLE EIGHT Amendment and Termination of the Plan......................... 3
ARTICLE NINE Assignment.................................................... 4
ARTICLE TEN Withholding................................................... 4
ARTICLE ELEVEN Other Benefit Plans of the Bank or Affiliated Companies....... 4
ARTICLE TWELVE Miscellaneous................................................. 4


THE VALLEY NATIONAL BANK OF ARIZONA

SUPPLEMENTAL EXCESS BENEFIT RETIREMENT PLAN


ARTICLE ONE


PREAMBLE


The VALLEY NATIONAL BANK OF ARIZONA, a national banking association, hereinafter referred to as the "Bank," previously adopted THE RETIREMENT PLAN FOR EMPLOYEES OF THE VALLEY NATIONAL BANK OF ARIZONA, hereinafter referred to as the "Retirement Plan" and the INVESTMENT INCENTIVE PLAN FOR EMPLOYEES OF THE VALLEY NATIONAL BANK OF ARIZONA, hereinafter referred to as the "Investment Incentive Plan". The Retirement Plan and the Investment Incentive Plan are subject to the benefit and contribution limitations of Section 415 of the Internal Revenue Code, hereinafter referred to as the "Code". By reason of the limitations of Section 415 of the Code, as incorporated in the Retirement Plan and Investment Incentive Plan, a Participant's benefits under such Plans may be reduced from the benefits which would otherwise be payable under such Plans in the absence of the benefit and contribution limitations of Section 415. The Employee Retirement Income Security Act of 1974, hereinafter referred to as the "Act" authorizes the Bank to establish an "excess benefit plan" for the purpose of providing retirement benefits to certain employees in excess of the benefits permitted under the Plans by reason of Section 415 of the Code. Pursuant to such authorization, the Bank adopted THE VALLEY NATIONAL BANK OF ARIZONA SUPPLEMENTAL EXCESS BENEFIT RETIREMENT PLAN, hereinafter referred to as the "Plan," effective January 1, 1983, to apply to Participants in the Retirement Plan. By this amendment and restatement in the entirety, the Bank hereby amends the Plan to extend coverage to Participants in the Investment Incentive Plan effective as of January 1, 1983.


ARTICLE TWO


CONSTRUCTION


Terms capitalized in the Plan shall have the meaning given in Article Two of the Retirement Plan and Article Two of the Investment Incentive Plan, whichever is applicable, governing definitions and construction, except where such terms are otherwise defined in the Plan. If any provision of the Plan is determined for any reason to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. All of the provisions of the Plan shall be construed and enforced according to the laws of the State of Arizona, and shall be administered according to the laws of such state, except as otherwise required by the Act, the Code or other applicable Federal law. It is the intention of the Bank that the Plan, as adopted by the Bank, shall constitute an "excess benefit plan" as defined in Section 3(36) of the Act. Benefits under the Plan shall be paid from the general assets of the Bank and/or Affiliated Companies, and not from any trust fund or other segregated fund. The Plan shall be construed in a manner consistent with the Bank's intention.


ARTICLE THREE


ELIGIBLITY AND PARTICIPATION

The Executive Committee of the Board of Directors of the bank shall designate for participation in the Plan Employees of the Bank and/or Affiliated Companies who are Participants in the Retirement Plan and/or the Investment Incentive Plan. Designation of participant's in the Plan may be made individually or by group designation, or both, as determined by the Executive Committee. An Employee who is eligible to participate in the Plan shall commence participation as of the first day of the Plan Year in which the Executive Committee designates the Employee for participation in the Plan. Such participation shall continue until the Executive Committee informs the participant in writing that he is no longer eligible to participate in the Plan.


ARTICLE FOUR


BENEFITS


Any participant in this Plan who is a Participant of the Retirement Plan and who receives a benefit under the Retirement Plan (or such participant's surviving spouse or annuitant in the event of the participant's death) shall be entitled to a monthly benefit payable hereunder in accordance with ARTICLE FIVE of the Plan, equal to the excess, if any, of (a) the amount of such participant's monthly benefit, (or the surviving spouse's or annuitant's monthly benefit if the participant has died) under the Retirement Plan determined without regard to the limitations of Section 4.3 of the Retirement Plan and Section 415 of the Code, over (b) the amount of such participant's monthly benefit (or the surviving spouse's or annuitant's monthly benefit if the participant has died) actually payable under the Retirement Plan, as determined under the provisions of the Retirement Plan, subject to Section 4.3 of the Retirement Plan and Section 415 of the Code.


Any participant in this Plan who is a Participant in the Investment Incentive Plan and who has Accounts under the Investment Incentive Plan (or such participant's surviving spouse or designated beneficiary in the event of the participant's death), shall be entitled to a benefit payable hereunder in accordance with ARTICLE FIVE of the Plan, equal to the excess, if any, of (a) the total amount which would be allocated to the participant's Accounts under the Investment Incentive Plan, without regard to the limitations of Section 415 of the Code as incorporated therein, over (b) the amount actually allocated to the participant's Accounts under the Investment Incentive Plan as a result of the limitations of Section 415 of the Code as incorporated therein. The participant shall be credited with interest on the amount so determined at the currently prevailing rate credited to the Money Market Fund of the Investment Incentive Plan as of each Accounting Date under the Investment Incentive Plan.


Benefits payable under this Plan shall be payable to a participant (or the participant's spouse, beneficiary or other annuitant if the participant has died) in the same manner and subject to all the same options, conditions, privileges and restrictions as are applicable to the benefits payable to the participant (or his spouse, beneficiary or other annuitant) under the Retirement


2


Plan and/or Investment Incentive Plan, as though such benefits were payable under the Ret ...