Notice of Special Meeting of the Members of Price Chopper Employees Federal Credit Union

The Board of Directors of Price Chopper Employees Federal Credit Union have called a special meeting of the members of this credit union to be held at 404 Princetown Road, Schenectady, New York 12306, on April 15, 2019 at 4:00 p.m

Purpose of the Meeting

  1. To consider and act upon a plan and proposal for merging Price Chopper Employees Federal Credit Union with and into Sunmark Federal Credit Union (hereinafter referred to as the “Continuing Credit Union”), whereby all assets and liabilities of Price Chopper Employees Federal Credit Union will be merged with and into the Continuing Credit Union. All members of Price Chopper Employees Federal Credit Union will become members of the Continuing Credit Union and will be entitled to and receive shares (deposits) in the Continuing Credit Union for the shares (deposits) they own in Price Chopper Employees Federal Credit Union on the effective date of the merger.
  2. To ratify, confirm and approve the action of the Board of Directors in authorizing the officers of Price Chopper Employees Federal Credit Union, subject to the approval of members, to do all things and to execute all agreements, documents, and other papers necessary to carry out the proposed merger.

The Board of Directors of Price Chopper Employees Federal Credit Union encourages you to attend the meeting and vote on the proposed merger. Whether or not you expect to attend the meeting, we urge you to sign, date and promptly return the enclosed ballot to vote on the proposed merger.

If you wish to submit comments about the merger to share with other members, you may submit them to the National Credit Union Administration (NCUA) at https://www.ncua.gov/services/Pages/resources-expansion/comments-proposed-merger.aspx or Office of Credit Union Resources and Expansion, NCUA, 1775 Duke Street, Alexandria, VA 22314. The NCUA will post comments received from members on its website, along with the member’s name, subject to the limitations and requirements of its regulations.

Other Information Related to the Proposed Merger

The Board of Directors has carefully evaluated and analyzed the assets and liabilities of the credit unions and the value of shares in both credit unions. The financial statements of both credit unions, as well as the projected combined financial statement of the continuing credit union, follow as separate documents. In addition, the following information applies to the proposed merger.

Reasons for merger: The Board of Directors has concluded that the proposed merger is desirable and in the best interests of members because the proposed merger will provide our members with access to a larger organization with more services and loan and deposit products such as state of the art mobile banking, ATMs, ITMs and full service and more branch locations now and in the future. The Continuing Credit Union has the same member service philosophy as we do so our members will be treated with the best service. An advisory board, consisting of our board members, will be established. Each of these measures will help ensure our members receive the highest quality service from the Continuing Credit Union. In addition, our president Dawn Donovan and our other employees will become employees of the Continuing Credit Union.

Net worth: The net worth of a merging credit union at the time of a merger transfers to the Continuing Credit Union. Price Chopper Employees Federal Credit Union has a slightly higher net worth ratio than The Continuing Credit Union, but the Continuing Credit Union has substantially more in capital (over 20 times) than Price Chopper Employees Federal Credit Union.

Share Adjustment or Distribution: Price Chopper Employees Federal Credit Union will not distribute a portion of its net worth to its members in the merger. The Board of Directors has determined a share adjustment or other distribution isn’t feasible due to the limited amount of capital of Price Chopper Employees Federal Credit Union and that the average amount to each member would not support the cost of administering the distribution.

Locations of merging and continuing credit union: The main and branch offices of Price Chopper Employees Federal Credit Union at 404 Princetown Road, Schenectady, New York 12306 and its branch office at 461 Nott Street, Schenectady, NY 12308, will remain open following the merger. The Continuing Credit Union has the following locations that are near Price Chopper Employees Federal Credit Union:

1187 Troy Schenectady Road, Latham, NY 12110Main Office/Full Service Branch/ATM
113 Holland Avenue, Albany, NY 12208Full Service Branch
2 Tower Way, Clifton Park, NY 12065Full Service Branch/ATM
1847 Central Avenue, Albany, NY 12205 Full Service Branch/ATM
267 Delaware Avenue, Delmar, NY 12054Full Service Branch/ITM
251 Saratoga Road, Glenville, NY 12302Full Service Branch/ATM
1300 Altamont Avenue, Rotterdam, NY 12303Full Service Branch/ITM
202 Northline Road, Ballston Spa, NY 12020Full Service Branch/ATM
1616 Broadway, Schenectady, NY 12306Full Service Branch/ITM
The current offices of Price Chopper Federal Credit Union will remain open for no less than one year provided the office does not operate at a loss or the sponsor no longer offers the space free of charge.

Merger-related financial arrangements: NCUA Regulations require merging credit unions to disclose certain increases in compensation that any of the merging credit unions officials or the five most highly compensated employees have received or will receive in connection with the merger. The following individuals have received or will receive such compensation:

NameTitleDescription of IncreaseAmount
Dawn DonovanCEOSeverance Payment$106,018
Ralph GazzilloBranch ManagerSeverance Payment$75,854

Ms. Dawn Donovan, the current president of our credit union, will be entitled to receive the amount of her then monthly salary if she is terminated without “cause” within the two-year period following the merger, multiplied by the number of months remaining in such period but not to exceed twelve (12) months. She will also participate in the Continuing Credit Union’s employee benefit plans.

Mr. Ralph Gazzillo, the branch manager, of our credit union will be entitled to receive the amount of his then monthly salary if he is terminated without “cause” within the two-year period following the merger, multiplied by the number of months remaining in such period, but not to exceed twelve (12) months. He will also participate in the Continuing Credit Union’s employee benefit programs. Neither Ms. Donovan nor Mr. Gazzillo will receive any salary increase in connection with the merger.

Please note that the proposed merger must have the approval of the majority of members who vote.

Enclosed with this Notice of Special Meeting is a Ballot for Merger Proposal. If you cannot attend the meeting, please complete the Ballot and return it to:

CUBallot Election Processing
P.O. Box 3156
Dublin, OH 43016

Or vote online at www.pricechopperefcu.org and select the “Vote Now” button.

To be counted your Ballot must be received by April 15, 2019 at 4:00 p.m.

BY ORDER OF THE BOARD OF DIRECTORS:

President

February 12, 2019
Date