Exhibit 10.9
SUPPLEMENTAL RETIREMENT PLAN
OF CHEMICAL BANK AND CERTAIN AFFILIATED COMPANIES
RESTATED EFFECTIVE JANUARY 1, 1993
(AS AMENDED THROUGH JANUARY 1, 1995)
PURPOSE
This Plan is the successor to, and continuation of, the
Executive Cash Plan for Retirement of Chemical Banking Corporation and Certain
Subsidiaries and of the Supplemental Retirement Benefits of Manufacturers
Hanover Trust Company and Certain Affiliated Companies. The purpose of this Plan
is to provide an alternate means of paying benefits to certain designated
executives participating in the Retirement Plan of Chemical Bank and Certain
Affiliated Companies (the "Retirement Plan") which are otherwise precluded under
the terms of the Plan.
Article I. Definitions
The following are defined terms wherever they appear in the
Plan:
1.1 "Account" shall have the meaning ascribed thereto under the
Retirement Plan.
1.2 "Administrator" shall mean the individual holding the title
of Senior Vice President of Compensation and Employee Benefits of Chemical
Banking Corporation or the Bank, or successor title, who shall be responsible
for those functions assigned to him under the Plan.
1.3 "Affiliated Company" shall have the meaning ascribed
thereto under the Retirement Plan.
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1.4 "Bank" shall mean Chemical Bank.
1.5 "Beneficiary" shall have the meaning ascribed thereto under
the Retirement Plan.
1.6 "Board" shall mean the Board of Directors of the Bank;
provided that any action taken by a duly authorized committee of the Board
(including any action pursuant to Article VII) within the scope of authority
delegated to it by the Board shall be considered an action of the Board for
purposes of this Plan.
1.7 "Code" shall mean the Internal Revenue Code of 1986. Except
as otherwise provided, all references to any section of the Code shall be deemed
to refer only to such section, as in effect January 1, 1993.
1.8 "Committee" shall mean the Compensation and Benefits
Committee of the Board of Directors of the Bank.
1.9 "Compensation Limit" shall mean the dollar limitation
imposed by Section 401(a)(17) of the Code on the amount of Salary taken into
account in computing benefits under the Retirement Plan.
1.10 "Credit Balance" shall have the meaning ascribed thereto
under the Retirement Plan.
1.11 "Effective Date" shall mean January 1, 1993.
1.12 "Employee" shall mean an individual who is an employee of
an Employer and a participant in the Retirement Plan.
1.13 "Employer" shall have the meaning ascribed thereto under
the Retirement Plan; provided that such entity adopts the Plan by act of its
board of directors and which adoption is approved by the Committee or
Administrator; provided, however, that any entity
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participating in the MHT Plan or the Prior Plan on December 31, 1992 shall be an
Employer under the Plan.
1.14 "Executive Retirement Plan" shall mean the Executive
Retirement Plan of Chemical Banking Corporation.
1.15 "Final Average Salary" shall have the meaning ascribed
thereto under the Retirement Plan.
1.16 "Final Salary Benefit" shall have the meaning ascribed
thereto under the Retirement Plan.
1.17 "Interest Credit" shall have the meaning ascribed thereto
under the Retirement Plan.
1.18 "MHT Plan" shall mean the Supplemental Retirement Benefits
Plan of Manufacturers Hanover Trust Company and Certain Affiliated Companies as
in effect immediately prior to January 1, 1993.
1.19 "Participant" shall mean each Employee of an Employer who
participates in the Plan in accordance with the terms and conditions set forth
herein.
1.20 "Period of Service" shall have the meaning ascribed
thereto under the Retirement Plan.
1.21 "Plan" shall mean the Supplemental Retirement Plan of
Chemical Bank and Certain Affiliated Companies, as in effect at any time.
1.22 "Prior Plan" shall mean the Executive Cash Plan for
Retirement of Chemical Banking Corporation and Affiliated Companies.
1.23 "Retirement Benefits" shall mean the Credit Balance and
Final Salary Benefit under the Retirement Plan.
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1.24 "Retirement Plan" shall mean the Retirement Plan of
Chemical Bank and Certain Affiliated Companies, as in effect at any time and as
amended from time to time.
1.25 "Salary" has the meaning ascribed thereto by the
Retirement Plan.
1.26 "Transition Credit" has the meaning ascribed thereto by
the Retirement Plan.
Article II. Participation
2.1 Eligibility for Credit Balance and Final Average
Salary. Commencing as of January 1, 1993, each Employee whose Salary exceeds
the Compensation Limit during any calendar year shall be a Participant as of
such date with respect to the benefits described in Sections 3.1 and 3.2.
2.2 Eligibility for Special Salary Credit Based Upon
Bonus. Effective as of January 1, 1993, each Employee who participated in
the Prior Plan and received Salary Credit based upon a Bonus as of December 31,
1992 shall be a Participant to the extent described in Section 3.4
2.3 Section 415 Limits. Commencing on or after January 1, 1993,
if an Employee's distribution of Retirement Benefits is subject to the
limitations of Section 415 of the Code, such Employee shall be a Participant as
of the date of such distribution and shall be eligible for the benefits
described in Section 3.3. Article III. Benefits
3.1 Salary Credits. (a) Effective as of January 1,
1993, each Participant described in Section 2.1 whose Salary in any calendar
year exceeds the Compensation Limit shall have an amount credited to an Account
under the Plan equal to the excess of (i) the Salary-Based Credit that would
have been accrued under the Retirement Plan but for such
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Compensation Limit for such calendar year over (ii) the amount actually credited
under the Retirement Plan for such calendar year.
(b) Interest Credits. Salary credits hereunder shall be made on
a quarterly basis as provided in the Retirement Plan. Accounts shall be credited
with the Interest Credits that would have been provided under the Retirement
Plan but for the Compensation Limit's application to the Salary-Based Credits.
3.2 Final Average Salary Benefit. Effective as of
January 1, 1993, each Participant described in Section 2.1, whose Final Average
Salary under the Retirement Plan is reduced by the application of the
Compensation Limit in calculating benefits under the Retirement Plan, shall
receive a benefit hereunder based upon an annuity for his/her life in an amount
equal to the excess of the (i) Final Salary Benefit that would have been payable
under the Retirement Plan (including any minimum benefit) without taking into
account such Compensation Limit over (ii) Final Salary Benefit actually payable
under the Retirement Plan.
3.3 Excess Benefits. Upon any distribution of
Retirement Benefits, each Employee whose Retirement Benefits are reduced in any
calendar year by application of the limitations of Section 415 of the Code shall
receive an amount equal to the excess of the (i) Retirement Benefits payable
under the Retirement Plan without application of Section 415 of the Code over
(ii) amount actually payable under the Retirement Plan for such calendar year.
3.4 (a) Bonus. The Account of each Participant, whose
employment has not terminated by the date that a Bonus is awarded, shall receive
a Salary-Based Credit based upon the amount of Bonus specified in this
subsection. For any Bonus paid in respect of calendar year 1993, an amount equal
to twenty-five percent of the Bonus (unless the Prior Plan specified a higher
amount for the Participant) shall be treated as if it were Salary (as
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defined in the Retirement Plan). For any Bonus paid in respect of calendar year
1994, an amount equal to twenty-five percent of the Bonus but only with respect
to those individuals who would not be eligible to participate in the Executive
Retirement Plan; provided that if Participant would not be eligible to
participate in the Executive Retirement Plan and is an Employee on March 31,
1995, the percentage of Bonus treated as Salary shall be seventy-five percent
rather than twenty-five percent; provided, further, that after
the accrual on account of the 1994 Bonus, there shall be no additional accruals
with respect to a Bonus.
(b) Interest Credits. The account described in Section 3.4(a)
shall receive Interest Credits as set forth in the Retirement Plan.
(c) Deferred Compensation. For purposes of Section 3.4(a), the
amount of a Bonus includes any amounts deferred under the Deferred Compensation
Plan.
(d) Date of Credit. For purposes of Section 3.4(a), the
Bonus payable on account as of a calendar year, but payable in the next
succeeding year shall be credited to an Account as of each December 31.
(e) Payment. The Committee shall specify the form and timing of
the payment of this benefit.
3.5 Aggregate. Except with respect to the benefits described in
Section 3.4 and Section 6.1, the total value of the benefits to be received
under the Plan when combined with the Retirement Benefits shall never exceed the
value of the Retirement Benefits that would have been payable under the
Retirement Plan but for the application of Section 415 of the Code and the
Compensation Limit. Such value shall be determined each time that Retirement
Benefits are to be paid and the amount payable hereunder shall be appropriately
adjusted.
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Article IV. Vesting
4.1 Account and Final Salary Benefit. The benefits described in
Sections 3.1, 3.2, 3.3 and 3.4 shall vest upon the date that the benefits under
the Retirement Plan vest. Benefits hereunder shall be forfeited upon a
termination employment with an Employer or Affiliated Company if such
Participant is not then vested in his/her Retirement Benefits.
Article V. Payment
5.1 Payment. Except as otherwise provided herein, payment of
any amount under the Plan shall be made at the same time, in the same forms of
payment, and to the same person or persons as payment of the Participant's
Retirement Benefits. The Committee may, however, in its discretion, provide for
a different form of payments; provided that if any benefit payable hereunder has
a present lump sum value of less than $10,000, such amount may be paid to such
Participant in a lump sum in complete discharge of any obligation hereunder.
5.2 Employer Responsible for Payment. Payment of benefits under
the Plan shall be made by the Employer who employed the Participant with respect
to whom such benefits are payable. In case such benefits are payable with
respect to a Participant whose service included employment with more than one
Employer, the Administrator shall determine the proportion of such benefit to be
paid by each Employer.
5.3 Withholding. The Employer making a payment under this Plan
shall withhold any amount required to be withheld under applicable Federal,
state and local income tax laws, and any such payment shall be reduced by the
amount so withheld.
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5.4 Participant's Rights Unsecured. All payments under the Plan
shall be made from the general funds of the Employer making the payment. No
assets of the Employer shall be required to be segregated or earmarked to
represent any liability for supplemental benefits hereunder, but the Corporation
shall have the right to establish vehicles to assist it and the other Employers
in meeting their 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 funding
vehicles to assist the Employers in meeting their obligations hereunder.
5.5 Beneficiary. Upon the death of a Participant who has vested
benefits payable under this Plan, the Beneficiary of such Participant under the
Retirement Plan shall receive a benefit equal to the amount in excess of the
Compensation Limit and Section 415 limitation which a Beneficiary of a
Participant would have been entitled to receive under the Retirement Plan.
Article VI. Prior Plan and MHT Plan
6.1 Prior Plan. (a) Any individual who was a Participant in the
Prior Plan and whose benefit has not been distributed as of January 1, 1993,
shall have an Account under the Plan. To the extent provided under Prior Plan,
Interest Credits and/or Transition Credits shall be added to the Account, as if
such account were an Account under the Retirement Plan.
(b) An individual shall vest in the balance of such Account
under the Prior Plan as provided in Section 4.1. Benefits are forfeited upon a
termination of employment with an Employer or an Affiliated Company if the
individual has not satisfied such criteria.
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(c) Distribution of such Account shall be paid in the manner
set forth in Section 5.1.
(d) Benefits in pay status or deferred under the Prior Plan
shall continue to be paid or deferred under the election in effect.
6.2 MHT Plan. (a) Individuals receiving benefits from the MHT
Plan shall continue to receive such benefits under the Plan.
(b) Individuals who terminated employment on or before January
1, 1993, having satisfied the age and service criteria for a benefit under the
MHT Plan and whose benefit under the Retirement Plan is limited by Section 415
of the Code and/or the Compensation Limit shall receive a benefit hereunder as
provided for the MHT Plan, provided that such benefit shall not be paid in the
form of a lump sum.
Article VII. Amendment and Termination
7.1 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 VI, or (ii) the vested amount of any benefit
under Sections 3.1, 3.2, 3.3 and 3.4 theretofore accrued on behalf of any
Participant.
7.2 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 receive a benefit under Sections
3.1, 3.2, 3.3 and 3.4 to the extent accrued and vested 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
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Employers or the Participants to terminate the Plan in its entirety and
distribute to each Participant (or other person entitled to receive payments
hereunder) the benefit of such Participant thereunder.
Article VIII. General Provisions
8.1 Assignability. No right to receive payments hereunder shall
be transferable or assignable by a Participant except as provided by Article III
of the Plan, or 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.
8.2 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, the entitlement to benefits and the amount of such
benefits.
8.3 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.
8.4 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 Bank or of any Employer, arising out of, or
in connection with, the construction, administration, interpretation and effect
of the Plan shall be within its absolute discretion, and
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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, except in circumstances involving bad faith, for
anything done or omitted to be done in connection with this Plan.
8.5 Corporate Reorganization. In the event that a corporation
or unincorporated entity ceases to meet the definition of an Employer under
Section 1.13, such corporation or entity shall cease to be an Employer under the
plan and its employees shall cease to be Participants under the Plan, and the
Plan shall be treated as though a separate plan for the benefit of its employees
who were Participants in the plan to govern the accrued benefits of each such
Participant (or any person entitled to benefits in respect of such a
Participant).
8.6 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.
8.7 Governing Law. The Plan shall be construed and administered
in accordance with the laws of the State of New York.
8.8 Not an Employment Contract. Nothing herein shall be
construed to confer upon any person any legal right to continued employment with
the Bank or any Affiliated Company.