{"id":39805,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-deferred-compensation-plan-no-1-fleet-financial.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-deferred-compensation-plan-no-1-fleet-financial","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-deferred-compensation-plan-no-1-fleet-financial.html","title":{"rendered":"Executive Deferred Compensation Plan No. 1 &#8211; Fleet Financial Group Inc."},"content":{"rendered":"<pre>\n                           FLEET FINANCIAL GROUP, INC.\n                   EXECUTIVE DEFERRED COMPENSATION PLAN NO. 1\n\n                               (1997 RESTATEMENT)\n\n\n\n\n\nSECTION 1.  PURPOSE OF THE PLAN; SELECTION OF PARTICIPANTS; PLAN FROZEN\n\n         Fleet Financial Group, Inc. (the 'Employer') established this Executive\nDeferred Compensation Plan No. 1 (the 'Plan'), originally effective as of\nDecember 12, 1984, in order to assist it and its subsidiaries and affiliates in\nretaining executive level employees by providing such employees with the\nopportunity to defer receipt of certain amounts of compensation; thereby giving\nthem flexibility in their personal tax and financial planning. In addition,\namounts of compensation deferred pursuant to Section 2 of the Plan will provide\nadditional death and retirement benefits for them. The Plan is intended to be 'a\nplan which is unfunded and is maintained by an employer primarily for the\npurpose of providing deferred compensation for a select group of management or\nhighly compensated employees' within the meaning of sections 201(2), 301(a)(3)\nand 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended\n('ERISA'), and shall be administered in a manner consistent with that intent.\n\n         The executives eligible to participate in the Plan will be selected by\nthe Human Resources and Planning Committee, or any successor committee, of the\nBoard of Directors of the Employer (the 'Committee') from time to time. When an\nexecutive has been designated as eligible for participation in the Plan, he or\nshe will be promptly notified by the Committee and given the opportunity to make\nan election to defer compensation under Section 2 and\/or Section 3 of the Plan.\nAn executive who makes such an election is hereinafter referred to as an\n'Employee.'\n\n\n                                      -2-\n\n\n         The Employer hereby amends and restates the Plan effective as of\nDecember 17, 1997. Notwithstanding any provision contained herein to the\ncontrary, effective as of April 1, 1989, the Plan was frozen and no subsequent\nelections to defer compensation can be made.\n\nSECTION 2.  RETIREMENT AND DEATH BENEFITS\n\n         (a) An Employee may elect to defer receipt of salary, awards under the\nEmployer's Corporate Executive Incentive Plan and other compensation over a\nperiod not exceeding seven years (the 'deferral period') in such amount as shall\nbe selected by him, but not less than a total of $20,000 or more than a total of\n$50,000. The total amount to be deferred during the deferral period shall be\nspecified by the Employee in his or her deferred compensation agreement. The\ncommitment made in said agreement shall be irrevocable unless the Committee, at\nthe request of the Employee, waives the requirement to defer with respect to\namounts which have not been deferred for the calendar year prior to the date the\nrequest is received by the Committee. The Employee shall have the right to\nchange the amount to be deferred for any future year, provided such change is\nmade in writing and delivered to the Committee prior to January 1 of the year in\nwhich the amount of deferred compensation which is to be changed would be\nearned, and also provided that no such change may be made if it would reduce the\ntotal amount to be deferred under the Employee's deferred compensation\nagreement. Amounts deferred shall be deducted first \n\n\n                                      -3-\n\n\nfrom any incentive compensation award which the Employee would otherwise receive\nin a year for which his or her deferral election is in effect, and any remaining\namount to be deferred for such year shall be withheld from the Employee's salary\nin approximately equal amounts beginning in the month following the month in\nwhich incentive compensation awards are paid.\n\n         (b) Interest equivalents, for Employees who became participants in the\nPlan prior to December 1, 1986, will be credited monthly to the amounts of\ndeferred compensation in accordance with the following schedule:\n\n                                                  Interest Rate on Cumulative\n            Period of Deferral                           Deferred Amounts\n            ------------------                           ----------------\n\n                  Year 1                                 6%\n                  Year 2                                 7-1\/2%\n                  Year 3                                 9%\n                  Year 4                                 10-1\/2%\n                  Year 5                                 12%\n                  Year 6                                 13-1\/2%\n                  Year 7                                 15%\n\n\n         Interest equivalents, for Employees who became participants in the Plan\non or after December 1, 1986 and prior to November 1, 1988, will be credited\nmonthly to the amounts of deferred compensation in accordance with the following\nschedule:\n\n                                                   Interest Rate on Cumulative\n            Period of Deferral                            Deferred Amounts\n            ------------------                            ----------------\n\n                  Year 1                                  5%\n                  Year 2                                  5-3\/4%\n\n\n                                      -4-\n\n\n\n                  Year 3                                  6-1\/2%\n                  Year 4                                  7-1\/4%\n                  Year 5                                  8%\n                  Year 6                                  8-3\/4%\n                  Year 7                                  10%\n\n\n         Interest equivalents, for Employees who become participants in the Plan\non or after November 1, 1988, will be credited monthly to the amounts of\ndeferred compensation in accordance with the following schedule:\n\n                                                 Interest Rate on Cumulative\n            Period of Deferral                          Deferred Amounts\n            ------------------                          ----------------\n\n                  Year 1                                5%\n                  Year 2                                5-3\/4%\n                  Year 3                                6-1\/2%\n                  Year 4                                7-1\/4%\n                  Year 5                                7-3\/4%\n                  Year 6                                8-1\/4%\n                  Year 7                                9%\n\n\n         (c)      Compensation which is deferred under paragraph (a) shall be \npaid by the Employer to the Employee or beneficiary as hereinafter provided:\n\n                  (i) If the Employee's employment with the Employer is\nterminated before all amounts to be deferred under paragraph (a) have been\ndeferred, the Employee shall receive a lump sum payment (less applicable\nwithholding) equal to the total amount of compensation deferred at the time of\ntermination plus interest equivalents credited\n\n\n                                      -5-\n\n\nunder paragraph (b) hereof as of the first day of the third month following the\ndate of the Employee's termination of employment with the Employer.\n\n                  (ii) If the Employee's employment with the Employer is\nterminated after all amounts which are scheduled to be deferred under paragraph\n(a) hereof have been deferred but prior to the expiration of seven years after\nthe initial amount is deferred, the Employee will receive a lump sum payment\n(less applicable withholding) equal to the total amount of his or her deferred\ncompensation plus interest equivalents as of the first day of the third month\nfollowing the date of the Employee's termination of employment with the\nEmployer.\n\n                  (iii) If the Employee's employment with the Employer\nterminates after seven years following the date the initial amount is deferred\nfor him or her hereunder but prior to attaining age 55 and completing five years\nof continuous service with the Employer (or its subsidiary or affiliate) and\nprior to attaining age 65, the Employee will be entitled to receive a lump sum\npayment (less applicable withholding) equal to the total amount of compensation\ndeferred plus interest equivalents at the rate of 15 percent (10 percent for\nEmployees who become participants in the Plan on or after December 1, 1986 and\nprior to November 1, 1988, and 9 percent for Employees who become participants\nin the Plan on or after November 1, 1988). The lump sum payment shall be made as\nsoon as practicable following termination of the employment; provided, however,\nthat the Employee may, with the prior written approval of the Committee,\nirrevocably elect prior \n\n\n                                      -6-\n\n\nto his or her termination of employment to defer receipt of his or her lump sum\npayment to a specified date not later than age 65.\n\n                  (iv) Upon any of the following events, the Employee will be\nentitled to receive retirement income (less applicable withholding) as set forth\nin his or her compensation deferral agreement in a lump sum payment as soon as\npracticable following termination of employment or may elect to defer receipt to\na specified date not later than age 65 and to receive such balance in a series\nof up to fifteen annual installments: (1) the termination of employment of an\nEmployee with the Employer (or its subsidiary or affiliate) after attaining age\n65; (2) the termination of employment of an Employee (or its subsidiary or\naffiliate) after attaining age 55 and completing five years of continuous\nservice with the Employer (or its subsidiary or affiliate); (3) the designation\nby the Committee in its sole discretion that an Employee shall be entitled to\nreceive his or her balance as described below (regardless of the Employee's age\nand years of service); or (4) a 'change of control' as defined in the trust\nreferred to under Section 7. An election under the Plan to defer receipt beyond\ntermination of employment or to receive installment payments must be\nirrevocable, must be made prior to termination of employment, and (unless the\nelection is made upon a change of control) requires the prior written consent of\nthe Committee. If retirement occurs before or after age 65, the amount of\nretirement income will be less or greater than the amount specified in the\nagreement but will be calculated as though the amount deferred had been credited\nwith interest at 15 \n\n\n                                      -7-\n\n\npercent (10 percent for Employees who become participants in the Plan on or\nafter December 1, 1986 and prior to November 1, 1988 and 9 percent for Employees\nwho become participants in the Plan on or after November 1, 1988).\n\n                  (v) If the Employee's employment with the Employer (or its\nsubsidiary or affiliate) terminates prior to attaining age 55 and completing ten\nyears of service with the employer (or its subsidiary or affiliate) due to\n'Fleet Focus' reductions, the Employee will be entitled to elect to receive his\nor her benefit (less applicable withholding) in a lump sum payment as soon as\npracticable following termination or may elect to defer receipt to a specified\ndate not later than age 65 and, if such specified date is age 55 or later, to\nreceive such balance in a series of up to fifteen annual installment payments.\nSuch election must be irrevocable and must be made during the '30 day notice\nperiod' specified under the Fleet Focus program. The amount deferred under this\nsubsection will be credited with interest at the annual rate of 8 percent or, if\nless, the rate credited to Participants who are active Employees under the Plan.\n\n         (d) In the event of an Employee's death prior to commencing\ndistributions under this Section, his or her beneficiary shall receive in a lump\nsum payment a death benefit in such amount as shall be set forth in the\nEmployee's compensation deferral agreement or, if greater, in the same amount as\nthe Employee would have received under paragraph (c)(iv) of this Section if he\nor she had retired on the day before he or she died, except as hereinafter\nprovided. If death occurs within two years after the initial deferral \n\n\n                                      -8-\n\n\nof compensation under this Section as a result of suicide or a condition which\nwas known but not disclosed at the time of the initial deferral, the Employee's\nbeneficiary will not receive the death benefit specified in the compensation\ndeferral agreement, but will only receive the amount of compensation deferred\nplus interest determined in accordance with the schedule in paragraph (b) of\nthis Section. If the Employee dies after commencing distributions under this\nSection, the balance of the installments or payments which would have been made\nto the Employee shall be paid to his or her beneficiary in a lump sum payment\nor, if the Employee was eligible under this Section and so elected for his or\nher beneficiary, in a series of up to fifteen annual installment payments,\ncommencing as soon as practicable following the Employee's death.\n\n         (e) If as the result of circumstances beyond the control of the\nEmployee, the Employee has an unanticipated emergency which would result in\nsevere financial hardship, the Employee may request to withdraw all or a portion\nof his or her deferred compensation under this Section (less applicable\nwithholding) to satisfy his or her financial emergency. The Committee in its\nsole discretion will determine whether a severe financial hardship exists and\nwhat amount, if any, may be withdrawn. Subject to a withdrawal penalty as\nhereinafter specified, from time to time an Employee may elect to withdraw in a\nlump sum payment all or a portion of his or her deferred compensation under this\nSection (less applicable withholding) in accordance with procedures established\nby the Committee. The amount of such withdrawal, however, will be reduced \n\n\n                                      -9-\n\n\nby a percentage of the withdrawal amount, which shall be forfeited by the\nEmployee. Such percentage will be equal to the interest equivalent in effect for\nsuch Employee at the time of such withdrawal election increased by three\npercentage points; provided, however, that such percentage may never be less\nthan 10 percent. No withdrawal penalty shall apply to a withdrawal due to severe\nfinancial hardship.\n\nSECTION 3.  DEFERRAL OF MANAGEMENT INCENTIVE AWARDS\n\n         (a) An Employee may annually elect to defer receipt of awards under the\nEmployer's Corporate Executive Incentive Plan, to the extent such awards are not\ndeferred under Section 2 of this Plan, subject to the approval of the Committee.\nThe amount of deferral and the period of deferral shall be set forth in a\ndeferral election form. Amounts deferred under this Section may be deferred\nuntil age 65, provided the Employee remains in the employ of the Employer until\nage 65 or retires from the employ of the Employer prior to age 65.\n\n      (b) Payment of deferred incentive awards may be made in a lump sum or\nin annual installments or deferred annual installments as requested by the\nEmployee and approved by the Committee. Once the Committee has approved a\ndeferred form of payment, its decision and the Employee's election is\nirrevocable except as permitted in Section 2(e) above.\n\n\n                                      -10-\n\n\n         (c) Interest equivalents will be credited on deferred incentive\ncompensation awards on a monthly basis as if the awards had been invested in a\nmoney market account at Fleet National Bank on the date of the award. Payment of\nthe deferred incentive awards shall include the interest equivalents credited to\nthe awards.\n\n         (d) In the event of the Employee's termination of employment with the\nEmployer other than on account of death, disability or retirement, the entire\namount of compensation deferred under this Section shall become due and payable\nin one lump sum together with interest credited to the amount deferred as of the\nfirst day of the third month following the date of the Employee's termination of\nemployment with the Employer.\n\n         (e) In the event of the Employee's death prior to commencing\ndistributions under this Section, his or her beneficiary shall receive in a lump\nsum payment the total amount of incentive compensation awards deferred under\nthis Section with interest. In the event of an Employee's death after commencing\ndistributions under this Section, the remainder of the installments due to the\nEmployee shall be paid to his or her beneficiary in a lump sum payment or, if\nthe Employee was eligible under this Section and so elected for his or her\nbeneficiary, in annual installment payments, commencing as soon as practicable\nfollowing the Employee's death.\n\n         (f) If as the result of circumstances beyond the control of the\nEmployee, the Employee has an unanticipated emergency which would result in\nsevere financial hardship, the Employee may request to withdraw all or a portion\nof his or her deferred \n\n\n                                      -11-\n\n\ncompensation under this Section (less applicable withholding) to satisfy his or\nher financial emergency. The Committee in its sole discretion will determine\nwhether a severe financial hardship exists and what amount, if any, may be\nwithdrawn. Subject to a withdrawal penalty as hereinafter specified, from time\nto time an Employee may elect to withdraw in a lump sum payment all or a portion\nof his or her deferred compensation under this Section (less applicable\nwithholding) in accordance with procedures established by the Committee. The\namount of such withdrawal, however, will be reduced by a percentage of the\nwithdrawal amount, which shall be forfeited by the Employee. Such percentage\nwill be equal to the interest equivalent in effect for such Employee at the time\nof such withdrawal election increased by three percentage points; provided,\nhowever, that such percentage may never be less than 10 percent. No withdrawal\npenalty shall apply to a withdrawal due to severe financial hardship.\n\nSECTION 4.  AGREEMENTS AND ELECTIONS TO DEFER COMPENSATION\n\n         Each agreement or election to defer compensation under this Plan shall \nbe made by December 31 of the calendar year prior to the calendar year in which\nthe compensation to be deferred is earned, except as hereinafter provided.\nNotwithstanding the foregoing, within thirty days after the initial adoption of\nthis Plan, or if later, within thirty days after an Employee is notified by the\nEmployer of his or her eligibility to participate in the Plan, an Employee may\nelect to defer all or any portion of an incentive compensation award to \n\n\n                                      -12-\n\n\nwhich he or she might become entitled for the calendar year in which the\nelection is made.\n\nSECTION 5.  ASSIGNMENT OR ALIENATION\n\n         Compensation which is deferred under Section 2 or Section 3 of the Plan\nand payments which are due under either Section may not be assigned, alienated,\npledged, sold, transferred or encumbered and shall not be subject to attachment,\ngarnishment or legal process, except as may otherwise be required by law.\n\nSECTION 6.  DESIGNATION OF BENEFICIARY\n\n         An Employee may designate a beneficiary or beneficiaries, or change any\nprior designation, to receive his or her benefits under this Plan (less\napplicable withholding) upon his or her death on a form approved by the\nCommittee. If the beneficiary has commenced distributions, but dies before all\npayments have been made, the remaining balance of the installments or payments\nwill be distributed in a lump sum payment to the beneficiary's estate as soon as\npracticable following receipt of notice of the beneficiary's death. If no\nbeneficiary is designated (or if a designated beneficiary does not survive the\nEmployee), the remaining balance of the installments or payments will be paid to\nthe Employee's estate in a lump sum payment.\n\n\n                                      -13-\n\n\nSECTION 7.  NATURE OF CLAIM FOR PAYMENTS\n\n         Except as herein provided, the Employer shall not be required to set\naside or segregate any assets of any kind to meet its obligations hereunder. An\nEmployee shall have no right on account of the Plan in or to any specific assets\nof the Employer or to any assets of the trust described in the next paragraph.\nAny right to any payment the Employee may have on account of the Plan shall be\nsolely that of a general, unsecured creditor of the Employer.\n\n         To assist in meeting its obligations under the Plan, the Employer has\nestablished a trust pursuant to the Trust Agreement for Executive Deferred\nCompensation Plans No. 1 and 2, dated as of June 19, 1996, as subsequently\namended, of which the Employer is treated as the owner under Subpart E of\nSubchapter J, Chapter I of the Internal Revenue Code of 1986, as amended (a\n'grantor trust'), and may deposit funds or property (including insurance\ncontracts) with the trustee of the grantor trust (the 'Trustee'). Upon a 'change\nof control,' as defined in Schedule A of the grantor trust, the Employer shall\npromptly appoint an independent trustee (which may not be the Employer or any\nsubsidiary or affiliate) for the grantor trust, and, if at the time of a 'change\nof control' as defined in the trust, the trust has not been fully funded, the\nEmployer shall, within the time and manner specified under such trust, deposit\nin such trust amounts sufficient to satisfy all obligations under the Plan as of\nthe date of deposit.\n\n\n                                      -14-\n\n\n         In all events, the Employer shall remain ultimately liable for the\nbenefits payable under this Plan, and to the extent the assets at the disposal\nof the Trustee are insufficient to enable the Trustee to satisfy all benefits,\nthe Employer shall pay all such benefits necessary to meet its obligations under\nthis Plan.\n\n         The obligations of the Employer hereunder shall be binding upon its\nsuccessors and assigns, whether by merger, consolidation or acquisition of all\nor substantially all of its business or assets.\n\nSECTION 8.  ADMINISTRATION\n\n         The Plan will be administered by the Committee. The Committee will have\nfull discretionary authority to interpret the provisions of the Plan and decide\nall questions and settle all disputes which may arise in connection with the\nPlan, and may establish its own operative and administrative rules and\nprocedures in connection therewith, provided such procedures are consistent with\nthe requirements of section 503 of ERISA and the regulations thereunder. All\ninterpretations, decisions and determinations made by the Committee will be\nbinding on all persons concerned. No member of the Committee who is a\nparticipant in the Plan may vote or otherwise participate in any decision or act\nwith respect to a matter relating solely to himself or herself (or to his or her\nbeneficiaries).\n\n        Except as the Committee may otherwise provide by written resolution,\nthe Committee delegates its duties and responsibilities under Section 3 with\nrespect to non-\n\n\n                                      -15-\n\n\nexecutive officers (except for the duty to establish eligibility\ncriteria under Article 4) to the Director of Corporate Human Resources, who may\nfurther delegate certain of such duties and responsibilities to other officers\nof the Company. For purposes of the Plan, any action taken by any such delegate\npursuant to such delegation shall be considered to have been taken by the\nCommittee. The Employer agrees to indemnify and to defend to the fullest\npossible extent permitted by law any member of the Committee and any delegatee\n(including any person who formerly served as a member of the Committee or as a\ndelegatee) against all liabilities, damages, costs and expenses (including\nattorneys' fees and amounts paid in settlement of any claims approved by the\nEmployer) occasioned by any act or omission to act in connection with the Plan,\nif such act or omission is in good faith.\n\n\n                                      -16-\n\n\n\nSECTION 9.  AMENDMENT OR TERMINATION OF PLAN\n\n        The Plan may be altered, amended, revoked or terminated in writing by\nthe Committee or the Employer, in any manner and at any time; provided, however,\nthat following a 'change of control' as defined in the trust referred to under\nSection 7, no such alteration, amendment, revocation or termination shall reduce\nthe amount of an Employee's benefit or his or her rights to such benefit as\ndetermined under the provisions of the Plan in effect, immediately prior to such\nchange of control, or otherwise adversely affect the Employee's benefits under\nthe Plan, without the written consent of the Employee; and further provided,\nhowever, that following a 'change of control' as defined in the trust referred\nto under Section 7, the provisions of this Section 9 may not be amended.\n\n         IN WITNESS WHEREOF, this amended and restated Plan has been adopted by\nthe Committee on December 17, 1997, and is executed by a duly authorized\nofficers of Fleet Financial Group, Inc.\n\n                                               FLEET FINANCIAL GROUP, INC.\n\n\n\n                                               By:  \/s\/ WILLIAM C. MUTTERPERL\n                                                    -------------------------\n\n\n                                      -17-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7545],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9539,9542],"class_list":["post-39805","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleetboston-financial-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39805","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39805"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39805"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39805"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39805"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}