EXHIBIT 10.8
[CHEMICAL BANKING CORPORATION LOGO]
EXECUTIVE RETIREMENT PLAN OF
CHEMICAL BANKING CORPORATION AND CERTAIN SUBSIDIARIES
PURPOSE.
This Plan is a pension plan designed to provide supplemental retirement
benefits to a select group of management or highly compensated employees. This
Plan shall be unfunded and shall not be subject to Parts 2, 3 or 4 of Title 1 of
the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended from
time to time.
ARTICLE I. DEFINITIONS.
The following are defined terms wherever they appear in the Plan:
"Accrual Amount" shall mean the amount which has been specified in
writing, from time to time, by the Administrator to the Participant pursuant to
which his/her benefit will be based at termination of employment with an
Employer; provided that the Accrual Amount at the time specified by the
Administrator shall not exceed the amount specified by the Committee for the
salary grade level of the Participant; provided, that if an individual becomes
eligible to participate after age 58 and declines to satisfy certain conditions
with the consent of the Administrator, the Administrator may take into
consideration in specifying the Accrual Amount that such conditions have not
been satisfied.
"Accrued Benefit" shall mean the amount calculated pursuant to Section
3.1(a) as of any determination date, as if the Participant had terminated
employment on such date. It shall not include actuarial factors, payment dates,
form of payment and other optional benefits hereunder.
"Administrator" shall mean the individual holding the title Director of
Human Resources of the Corporation or the Bank, or any successor title.
"Bank" shall mean Chemical Bank, or any successor thereto, whether by
merger, consolidation, purchase of substantially all its assets, or otherwise.
"Board" shall mean the Board of Directors of the Corporation; provided
that any action taken by a duly authorized committee of the Board (including any
action pursuant to Article 6.1) within the scope of the authority designated to
it by the Board, shall be considered an action of the Board for purposes of this
Plan.
"Cause" shall mean either (i) any violation of the Code of Conduct of
the Corporation, including, but not limited to, an act or acts of personal
dishonesty resulting or intended to result in the personal enrichment of the
Participant to the detriment of his/her Employer and gross negligence or willful
misconduct in the performance of the Participant's duties, or (ii) the issuance
of an order by a United States or State bank regulatory authority, removing the
Participant from office pursuant to a disciplinary proceeding based on the
actions of the Participant.
"Corporation" shall mean Chemical Banking Corporation or any successor
thereto, whether by merger, consolidation, purchase of substantially all its
assets, or otherwise.
"Disability Plan" shall mean the Long-Term Disability Plan of Chemical
Bank and Certain Affiliated Companies.
"Disabled" or "Disability" shall mean a condition resulting in the
receipt of benefits by a Participant under the Long-Term Disability Plan.
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"Early Retirement" shall mean a termination of employment of an
Employee with an Employer or any Subsidiary on or after attaining age 55 and
with a Period of Service of at least 10 years.
"Effective Date" shall mean April 1, 1995.
"Employee" shall mean an individual who is a salaried employee of an
Employer.
"Employer" shall mean the Corporation or any Subsidiary which is
designated by the Administrator as an Employer.
"Initial Plan Participation Date" shall mean the date specified by the
Administrator in the notice referred to in Section 2.1, which shall not be
earlier than the date that the individual satisfies the criteria established by
the Board for participation, and in no event earlier than January 1, 1992.
"Normal Retirement" shall mean termination of employment of an Employee
with an Employer or any Subsidiary on or after attaining age 60 with a Period of
Service of at least 10 years.
"Participant" shall mean each Employee of the Employer who is eligible
to participate under Section 2.1 and elects to participate as provided for in
Section 2.2.
"Period of Service" shall have the meaning ascribed thereto by the
Retirement Plan of Chemical Bank and Certain Affiliated Companies, or its
successor plan; provided that a Period of Service shall exclude service prior to
the date of acquisition with respect to an entity acquired by an Employer after
January 1, 1995, unless the Administrator specifies to the contrary.
"Plan" shall mean this Executive Retirement Plan of Chemical Banking
Corporation and Certain Subsidiaries.
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"Retirement Plan" shall mean the Retirement Plan of Chemical Bank and
Certain Affiliated Companies, or its successor plan.
"Subsidiary" shall mean an entity in which an Employer owns directly,
or indirectly, fifty percent or more of the outstanding voting common stock or,
if not a corporation, fifty percent or more of the voting power of such entity.
"Surviving Spouse" shall have the meaning ascribed to the individual
entitled to the Final Salary Benefit of a Participant under the Retirement Plan
upon the death of a Participant.
ARTICLE II. PARTICIPATION.
2.1 Eligibility. The Administrator shall notify, in writing, each key
Employee who is eligible to participate in the Plan and shall specify in such
writing the Initial Plan Participation Date and Level of Participation of each
such Employee; provided that each such key Employee shall have satisfied the
criteria established by the Board for participation in this Plan, or shall be
listed on Schedule I hereto.
2.2 Participation. Each Employee shall elect within [sixty days]
after the date of notification by the Administrator of his/her eligibility to
participate in the Plan by completing such forms as the Administrator shall
require, including but not limited to, an agreement to participate in other
programs as the Administrator may specify and by providing, from time to time,
such information as may be specified by the Administrator. If any individual
does not elect to participate in the Plan when first eligible, the
Administrator, in his/her sole discretion, may extend on another date or dates
the opportunity to participate hereunder to such individual on such terms and
conditions as the Administrator may specify in writing.
2.3 (a) Discontinued Participation by Election of Employer.
Notwithstanding the continued employment of a Participant with an Employer, the
Administrator may in the exercise of his/her sole discretion, terminate the
participation of any Participant by written notice to the
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Participant. No additional benefits shall be accrued under Section 3.1(a) from
the date active participation ceases hereunder, as specified by the
Administrator. Such Accrued Benefit shall be subject to vesting under Section
4.1 and to the provisions of Section 3.1(c) or (d), if applicable, upon
termination of employment with an Employer or Subsidiary.
(b) Discontinued Participation by Election of Participant. A
Participant may voluntarily discontinue participation in the Plan at any time by
giving 30 days' advance written notice to the Administrator. No additional
benefits shall be accrued under Section 3.1(a) from the date active
participation ceases hereunder, as specified by the Administrator. Such Accrued
Benefit shall be forfeited unless the Participant is vested pursuant to Section
4.1 as of the date of receipt of the notice by the Administrator. In addition,
unless such Participant, as of the date of receipt of the notice by the
Administrator, has satisfied the criteria for Retirement or Early Retirement, as
the case may be, such Accrued Benefit (if vested) shall be treated in accordance
with Section 3.1(e).
ARTICLE III. BENEFITS.
3.1 (a) Annuity Benefits. Subject to Sections 3.1(b)-(f), each
Participant who is vested pursuant to Section 4.1, shall receive an annual
annuity, payable in 12 equal monthly installments, for life commencing at age
65, equal to the product of (i) his/her Period of Service from the Initial Plan
Participation Date to the date of termination of employment with an Employer (or
the date participation is discontinued, as specified pursuant to Section 2.3, if
applicable) multiplied by (ii) his/her Accrual Amount as specified by the
Administrator.
(b) Change in Participant Level. Notwithstanding Section 3.1(a), if a
Participant, within a 60 day period following written notice from the
Administrator that such Participant is eligible to participate at an increased
Accrual Amount, does not satisfy various criteria as specified by the
Administrator for participation at such increased Accrual Amount, the annuity
benefit described in Section 3.1(a) shall be based on the Accrual Amount for
which such criteria were satisfied.
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(c) Normal Retirement. Upon Normal Retirement, a Participant shall
receive the annual annuity benefit as calculated under Section 3.1(a) without
actuarial reduction.
(d) Early Retirement. Upon Early Retirement, a Participant shall
receive the annual annuity benefit as calculated under Section 3.1(a) reduced by
0.5% for each month prior to age 60 that such benefit commences.
(e) Vested Terminated Benefits. Upon a termination of employment with
an Employer or a Subsidiary after a Period of Service of at least 10 years but
before attaining age 55, a Participant shall receive the annual annuity benefit
as calculated under Section 3.1(a) commencing at age 65; provided that if the
benefit commences prior to age 65, it shall be reduced by .625% for each month
prior to age 65 that such benefit commences. (See Section 5.1(b) for payment
date.)
(f) Disability. If a Participant becomes Disabled and receives for an
18 month period disability benefits from the Disability Plan, the Accrual Amount
per one year Period of Service, as specified by written notice from
Administrator, shall be reduced by 50% for each one year Period of Service
commencing as of the first day of the month following the expiration of such 18
month period until the first to occur:
(i) the date of a Participant's return to active employment
with an Employer, or
(ii) the date of termination of employment, or
(iii) the date disability benefits cease under the Disability
Plan.
ARTICLE IV. VESTING DATE.
4.1 Vesting. A Participant shall vest in his/her annuity benefit
described in Section 3.1 after a Period of Service of at least 10 years. If
employment terminates with an Employer or Subsidiary at any time prior to the
satisfaction of such Period of Service, all
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benefits described in Article III of the Plan shall be forfeited and shall not
be restored upon rehire or recommencement of participation.
4.2 Forfeiture of Benefits. Notwithstanding Section 4.1 to the
contrary, Accrued Benefits (whether or not in pay status) shall be terminated
and forfeited in the following circumstances:
(i) a termination of employment for Cause;
(ii) within 2 years of a termination of employment, the
solicitation of the customers, or clients of the Employer
or any affiliate of the Employer by the Participant in
order to compete with his/her Employer or any affiliate of
the Employer;
(iii) within 2 years of termination of employment, the hiring
of, or the attempt to hire, the Employees of the Employer
or any affiliate of the Employer;
(iv) at any time after a termination of employment, a release
to any party unrelated to an Employer of secret or
confidential information obtained by the Participant in
the course of his/her employment, except as the case may
be required by law; or
(v) at any time, an attempt to assign, encumber or hypothecate
benefits as provided in Section 7.1.
ARTICLE V. PAYMENT.
5.1(a) Annuity Payments on Retirement. If employment terminates as a
result of Normal Retirement or Early Retirement, benefits shall commence on the
first day of the month following such Normal or Early Retirement in the form
specified in Section 3.1(a) and subject
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to the reduction specified in Section 3.1(d), if applicable. The Administrator
may, in his/her sole discretion, specify a form of annuity other than a single
life annuity. The Administrator shall specify such actuarial factors as he/she
deems reasonable or appropriate in converting the single life annuity under
Section 3.1(a) into such other annuity form.
(b) Other Annuity Payment. Except as otherwise provided in Section
5.1(a) above, payment of the annuity benefit under the Plan shall be made at the
same time, in the same form of payment as of the Participant's Final Salary
Benefit under the Retirement Plan. The Administrator may, however, in his/her
and absolute discretion, provide for a different form of payments. The
Administrator shall specify such actuarial factors as he/she deems reasonable or
appropriate in converting the single life annuity under Section 3.1(a) into such
other annuity form.
5.2 Survivor Benefit After Termination of Employment. In the event that
a Participant with a vested annuity benefit dies after his/her employment has
terminated but before the annuity commences, the Surviving Spouse of such
individual shall receive an amount equal to that provided to a surviving spouse
under a 50% joint and survivor annuity commencing on the first day of the month
following (i) the date of death if death occurs after age 55 or (ii) the date
that such Participant would have attained age 55 if death occurs before age 55.
The amount of such spousal annuity shall be based upon the assumption that the
Participant had received the benefit specified in Section 3.1(a) on the later of
the day preceding his date of death or age 55, in the form of a 50% joint and
survivor benefit, and immediately died. The Administrator may, specify such
actuarial factors as he/she deems reasonable or appropriate in converting the
single life annuity under Section 3.1(a) into a 50% joint and survivor annuity
benefit.
5.3 Small Benefits. If any annuity payment hereunder is $200.00 or less
per month, the Administrator shall, within a reasonable period of time following
the date that the first such payment is due, convert such amount into a lump sum
utilizing such actuarial factors as he/she deems appropriate or reasonable and
shall pay out the lump sum value as soon as practicable
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thereafter. Payment of such lump sum shall relieve and discharge the Plan of all
liability to make further payments.
5.4 Responsibility for Payment. Payment of annuity benefits under the
Plan shall be made by the Employer who last employed the Participant. In the
case benefits are payable with respect to a Participant whose service included
employment with more than one Employer, the Administrator, in his sole
discretion , shall determine any amounts to be reimbursed by the prior Employer
to the Employer paying benefits hereunder.
5.5 Withholding. The Employer shall withhold any amount required to be
withheld under applicable Federal, state and local laws, and any such payment
shall be reduced by the amount so withheld.
5.6 Participant's Rights Unsecured. All annuity payments under the Plan
shall be made from the general funds of the Employer. No assets of the Employer
shall be required to be segregated or earmarked to represent any liability for
the annuity benefits under Section 3.1, but the Employer shall have the right to
establish vehicles to assist it in meeting its obligations hereunder. The rights
of any person to receive benefits under the Plan shall be only those of a
general unsecured creditor; and such status shall not be enhanced by reason of
the establishment of any vehicles to assist the Employer in meeting its
obligations hereunder.
ARTICLE VI AMENDMENT AND TERMINATION.
6.1 Amendment. The Board may amend the Plan in any respect and at any
time; provided, however, that no amendment shall have the effect of reducing (i)
any benefit then being paid to any Participant or to any other person pursuant
to Articles III, or (ii) the Accrued Benefit under Section 3.1(a), theretofore
accrued on behalf of any Participant.
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6.2 Termination. The Board may terminate the Plan at any time. In the
event of termination, the Plan shall continue in force with respect to any
Participant, or other person entitled to an Accrued Benefit under Article III to
the extent accrued under the Plan prior to its termination, and shall be binding
upon any successor to substantially all the assets of the Corporation or any
other Employer. Notwithstanding the foregoing, the Board may determine that it
is in the best interests of the Corporation, the Employers or the Participants
to terminate the Plan in its entirety and distribute to each Participant (or
each person entitled to receive payments hereunder) the value of his/her
benefits hereunder, utilizing such actuarial factors, as the Administrator in
his/her sole discretion shall deem reasonable.
ARTICLE VII. GENERAL PROVISIONS.
7.1 Assignability. No right to receive payments hereunder shall be
transferable or assignable by a Participant, other than by will or by the laws
of descent and distribution or by a court of competent jurisdiction. Any other
attempted assignment or alienation of payments hereunder shall be void and of no
force or effect and shall result in forfeiture of benefits.
7.2 Administration. Except as otherwise provided herein, the Plan shall
be administered by the Administrator, who shall have the authority to adopt
rules and regulations for carrying out the provisions of the Plan, and who shall
interpret, construe and implement the provisions of the Plan, including
eligibility to participate, Initial Plan Participation Date, Accrual Amount, the
entitlement to benefits, the amount of benefits and actuarial factors.
7.3 Legal Opinions. The Administrator may consult with legal counsel,
who may be counsel for the Bank or other counsel, with respect to his
obligations or duties hereunder, or with respect to any action proceeding or any
question of law, and shall not be liable with respect to any action taken, or
omitted, by him in good faith pursuant to the advice of such counsel.
7.4 Liability. Any decision made or action taken by the Board, the
board of directors (or governing body) of an Employer, Committee, the
Administrator or any employee of the
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Corporation or of any Employer, arising out of, or in connection with, the
construction, administration, interpretation and effect of the Plan, shall be
within absolute discretion of such person, and will be conclusive and binding on
all parties. Neither the Administrator nor a member of the Board or the board of
directors (or governing body) of an Employer or the Committee and no Employee
shall be liable for any act or action hereunder, whether of omission or
commission, by any other member or employee or by any agent to whom duties in
connection with the administration of the Plan have been delegated or for
anything done or omitted to be done in connection with this Plan, except in
circumstances involving bad faith.
7.5 Corporate Reorganization. In the event that a corporation or
unincorporated entity ceases to meet the definition of an Employer, such
corporation or entity shall cease to be an Employer under the Plan and its
employees shall cease to be Participants under the Plan. Benefits shall be
frozen as specified in Article II.
7.6 Construction. The masculine gender, where appearing in this Plan,
shall be deemed to also include the feminine gender. The singular shall also
include the plural, where appropriate.
7.7 Claims and Appeals. The Administrator shall establish a claims and
appeals procedure that satisfies the requirements of Part 5 of Title I of ERISA.
7.8 Governing Law. The Plan shall be construed and administered in
accordance with the laws of the State of New York.
7.9 Not an Employment Contract. Nothing herein shall be construed to
confer upon any person any legal right to continued employment with the
Corporation or any Subsidiary.
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