{"id":39807,"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-2-fleet-financial3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-deferred-compensation-plan-no-2-fleet-financial3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-deferred-compensation-plan-no-2-fleet-financial3.html","title":{"rendered":"Executive Deferred Compensation Plan No. 2 &#8211; Fleet Financial Group Inc."},"content":{"rendered":"<pre>\n                           FLEET FINANCIAL GROUP, INC.\n                   EXECUTIVE DEFERRED COMPENSATION PLAN NO. 2\n\n                               (1997 RESTATEMENT)\n\n\n\n\n\nARTICLE 1.  INTRODUCTION\n\n         Fleet Financial Group, Inc. hereby amends, restates and continues the\nFleet Financial Group, Inc. Executive Deferred Compensation Plan No. 2 effective\nas of December 17, 1997. The original effective date of the Plan is January 1,\n1992. The Company established the Plan to attract, retain and motivate certain\nof its key employees, as well as those of its subsidiaries and affiliates, by\nproviding them with the opportunity to defer receipt of certain amounts of\ncompensation. The Plan is intended to be 'a plan which is unfunded and is\nmaintained by an employer primarily for the purpose of providing deferred\ncompensation for a select group of management or highly compensated employees'\nwithin the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and\nshall be administered in a manner consistent with that intent.\n\nARTICLE 2.  DEFINITIONS\n\n         As used herein, the masculine pronoun shall include the feminine\ngender, and the singular shall include the plural, and the plural, the singular,\nand the following terms shall have the following meanings unless a different\nmeaning is clearly required by the context.\n\n         'ACCOUNT' means the separate account for a Participant established\npursuant to Section 7.1, which may pass to a Beneficiary pursuant to Article 9.\n         'BENEFICIARY' means a beneficiary designated in accordance with \nArticle 9. \n         'CHANGE OF CONTROL' is defined in Schedule A to the Trust Agreement.\n\n                                      -2-\n\n\n\n         'COMMITTEE' means the Human Resources and Planning Committee, or any\nsuccessor committee, of the Board of Directors of the Company.\n         'COMPANY' means Fleet Financial Group, Inc.\n         'DEFERRAL COMPENSATION' is defined in Section 5.1.\n         'DEFERRAL DATE' is defined in Section 8.2.\n         'DEFERRALS' means Deferral Compensation credited to a Participant's\nAccount during a calendar year as a result of a Participant's elections pursuant\nto Section 5.2, plus, except where the context otherwise requires, amounts\nattributable (i.e., credited interest) to amounts deferred during such calendar\nyear. Depending upon the context, 'Deferrals' may mean Deferrals for a single\ncalendar year or for two or more calendar years.\n         'EMPLOYER' means the Company and its subsidiaries and affiliates.\n         'ERISA' means the Employee Retirement Income Security Act of 1974.\n         'PARTICIPANT' means an executive who is selected to participate in the\nPlan, and who elects to participate in the Plan, in accordance with Article 4.\n         'PLAN' means the Fleet Financial Group, Inc. Executive Deferred \nCompensation Plan No. 2 as set forth herein and in all subsequent amendments \nhereto.\n         'TRUST' means the trust established under the Trust Agreement.\n         'TRUST AGREEMENT' means the Trust Agreement for Executive Deferred\nCompensation Plans No. 1 and 2 dated as of June 19, 1996, as subsequently\namended, or any successor trust agreement, as in effect from time to time.\n\n                                      -3-\n\n\n\n         'TRUSTEE' means the trustee of the Trust. \n         'VESTED' is defined in Section 8.5.\n\nARTICLE 3.   ADMINISTRATION\n\n         3.1 COMMITTEE. The Plan shall be administered by the Committee. The\nCommittee shall have full discretionary authority to interpret the provisions of\nthe Plan and decide all questions and settle all disputes which may arise in\nconnection with the Plan, and may establish its own operative and administrative\nrules and procedures in connection therewith, provided such procedures are\nconsistent with the requirements of section 503 of ERISA and the regulations\nthereunder. All interpretations, decisions and determinations made by the\nCommittee shall be binding on all persons concerned. No action of the Committee\nmay reduce the amount of a Participant's Account below the amount of such\nAccount immediately before such action. 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 to his Beneficiaries).\n\n         3.2 DELEGATION BY COMMITTEE. Except as the Committee may otherwise\nprovide by written resolution, the Committee delegates its duties and\nresponsibilities under Section 3 with respect to non-executive officers (except\nfor the duty to establish eligibility criteria under Article 4) to the Director\nof Corporate Human Resources, who may further delegate certain of such duties\nand responsibilities to other officers of the \n\n                                      -4-\n\n\nCompany. 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.\n\n         3.3 INDEMNIFICATION. The Company agrees to indemnify and to defend to\nthe fullest possible extent permitted by law any member of the Committee and any\ndelegatee (including any person who formerly served as a member of the Committee\nor as a delegatee) against all liabilities, damages, costs and expenses\n(including attorneys' fees and amounts paid in settlement of any claims approved\nby the Company) occasioned by any act or omission to act in connection with the\nPlan, if such act or omission is in good faith.\n\nARTICLE 4.  SELECTION OF PARTICIPANTS\n\n         The Committee shall select, or shall establish the applicable criteria\nfor determining, the employees of the Company or its subsidiaries or affiliates\nwho are eligible to participate in the Plan. When an executive has been selected\nto participate in the Plan, he will be notified by the Committee and given the\nopportunity to elect to defer compensation under the Plan. An executive who\nmakes such an election is hereinafter referred to as a 'Participant.'\n\n                                      -5-\n\n\n\nARTICLE 5.  DEFERRAL OF COMPENSATION\n\n         5.1 DEFERRAL COMPENSATION. From time to time the Committee shall\nestablish if or to what extent base salary or bonuses under one or more\nincentive bonus programs may be deferred under the Plan ('Deferral\nCompensation').\n\n         5.2 DEFERRAL ELECTIONS. For each calendar year, a Participant may\nirrevocably elect, in accordance with this Article and Article 8, to defer\nreceipt of all or part of his Deferral Compensation for the year in which such\nCompensation would otherwise be paid; provided, however, that unless the\nCommittee consents, such deferred amount for the year may not be less than\n$10,000. A Participant's election to defer base salary, if base salary is\nincludable in Deferral Compensation at such time, must be made on or before\nDecember 15 for base salary payable in the succeeding calendar year. A\nParticipant's election to defer an incentive award, if the incentive award is\nincludable in Deferral Compensation at such time, must be made prior to the time\nthe amount of the award is determined under the applicable incentive award\nprogram and, in any event, prior to December 15 of the year for which the\nincentive award performance is determined. In the case of a Participant who\nbecomes employed and eligible for the Plan during the same calendar year, the\nelections described in this Article may be made no later than 30 days following\nhis first day of eligibility. The Committee may, in unusual circumstances,\nextend the foregoing December 15 deadlines to no later than December 31 \n\n                                      -6-\n\n\nif it concludes that such action is necessary to permit Participants a\nreasonable time to make deferral decisions.\n\nARTICLE 6.  INTEREST EQUIVALENT FACTOR\n\n                                      -7-\n\n\n\n         6.1 IN GENERAL. From time to time the Committee shall determine annual\ninterest equivalent factors that apply to Deferrals made in each calendar year.\nThe Committee may determine different interest equivalent factors for Deferrals\nmade in different calendar years, and except as otherwise provided herein, the\nCommittee may change each year the interest equivalent factor applicable to\nDeferrals made in a specified calendar year. Except as otherwise provided in\nSections 6.2 and 6.3, the annual interest equivalent factor for Vested\nParticipants for Deferrals prior to 1998 shall be 12 percent. Except as\notherwise provided with respect to a Change in Control, the annual interest\nequivalent factors for Deferrals after 1997 may be changed from time to time by\nthe Committee. Unless the Committee decides otherwise, with respect to Deferrals\nfor each calendar year, the annual interest equivalent factors applicable during\nthe period after termination of employment for Participants who are Vested\npursuant to Section 8.5(c) shall be 400 basis points less than the factors\napplicable during the same period for Vested Participants who are employees.\nNotwithstanding the foregoing, the annual interest equivalent factors applicable\nto a Participant's Deferrals (i) at the time of the Participant's death shall\ncontinue to apply until the Participant's Account is entirely distributed and\n(ii) shall be consistent with any severance or other agreement between the\nCompany and the Participant.\n\n         6.2 PRIOR TO FIVE YEARS OF PARTICIPATION. The annual interest\nequivalent factors applied to Deferrals of a Participant who terminates\nemployment with the\n\n\n                                      -8-\n\n\nEmployer less than five years from the date that Deferrals of the Participant\nare first credited under the Plan (or, if earlier, are first credited under the\nFleet Financial Group, Inc. Executive Deferred Compensation Plan No. 1) shall be\ndetermined in accordance with the schedule below, unless, prior to termination\nof employment: (i) the Participant becomes Vested; or (ii) the Participant dies.\n\n                                            Basis points subtracted from\n                                            the declared annual interest\n           Year of Participation            equivalent factors\n           ---------------------            ------------------\n\n                  1st Year                          500\n                  2nd Year                          400\n                  3rd Year                          300\n                  4th Year                          200\n                  5th Year                          100\n\nAfter the Participant has five years of participation in the Plan, the value of\nthe Participant's Account shall be redetermined by disregarding the preceding\nprovisions of Section 6.2, so that the declared annual interest equivalent\nfactors applicable to Vested Participants during the deferral period are applied\nretroactively to the respective initial Deferral Dates.\n\n         6.3 DURING DISTRIBUTION OR UPON CHANGE OF CONTROL. The annual interest\nequivalent factors applied to Deferrals of a Participant following commencement\n(by the Participant or his Beneficiary) of annual installment distributions\nshall be fixed at the interest equivalent factors applied to the Participant's\nDeferrals immediately prior to the commencement of annual installment\ndistributions. Following a Change of Control, the \n\n\n                                      -9-\n\n\nannual interest equivalent factors applied to Deferrals of a Participant shall\nnot be less than the highest annual interest equivalent factors applicable to\nDeferrals of the Participant prior to the Change of Control (determined without\nregard to Section 6.2).\n\nARTICLE 7.  PARTICIPANT ACCOUNTS\n\n         7.1 ESTABLISHMENT OF ACCOUNTS. The Committee shall establish a separate\nAccount for each Participant reflecting the amounts due the Participant under\nthe Plan and shall cause the Company to establish on its books Accounts\nreflecting the Company's obligation to pay Participants the amounts due under\nthe Plan.\n\n         7.2 ADJUSTMENTS TO ACCOUNTS. From time to time the Committee shall\nadjust each Participant's Account to credit (i) amounts which the Participant\nhas elected to defer under Article 5 and (ii) amounts based on the annual\ninterest equivalent factors determined under Article 6. A Participant's Account\nshall also be adjusted to reflect benefit payments and withdrawals under Article\n8. A Participant's Account shall continue to be adjusted under this Article 7\nuntil the entire amount credited to the Account has been paid to the Participant\nor his Beneficiary.\n\n\n                                      -10-\n\n\nARTICLE 8.  DISTRIBUTION OF BENEFITS\n\n         8.1      FOLLOWING TERMINATION OF EMPLOYMENT\n\n                  (a) At the time an executive becomes a Participant, or, if \nlater, by December 28, 1998, the Participant shall elect the manner in which his\nentire Account (other than amounts distributed prior to termination of\nemployment pursuant to the Participant's election under Section 8.2, 8.3, or\n8.4) is to be distributed, from among the following options:\n\n                  (1)      A lump sum\n                           (i)      upon termination of employment (including \n                                    termination due to retirement); or\n                           (ii)     at a future date, not before termination of \n                                    employment, but by age 65 or immediately \n                                    following termination, whichever is later.\n                  (2)      In up to 15 annual installments, commencing:\n                           (i)      immediately upon termination of employment;\n                                    or\n                           (ii)     at a future date, not before termination of \n                                    employment, but by age 65 or immediately \n                                    following termination, whichever is later.\n\nNotwithstanding the foregoing, a Participant must be Vested when his employment\nterminates or he will receive his entire Account in a lump sum at termination. A\n\n\n                                      -11-\n\n\nParticipant who has elected to receive payment at a time and in a form described\nin this Section 8.1(a) may change such election at any time up to 12 months\nprior to the date of his termination of employment. A changed election made in\nthe 12-month period prior to his termination of employment is not valid and has\nno effect.\n\n         (b) Notwithstanding Section 8.1(a), in the event a Participant is not\nVested at the time of termination of employment, or if the value of a\nParticipant's Account is equal to or less than $10,000 as of the date of\ntermination of employment, or if the Participant has not made an election in\naccordance with Section 8.1(a), the Participant's Account shall be fully\ndistributed in a lump sum as soon as practicable following termination of\nemployment.\n\n         (c) Notwithstanding anything in this Plan to the contrary, for a Vested\nParticipant who terminates employment before January 1, 2000, an election may be\nmade at any time prior to termination of employment to defer receipt beyond\ntermination of employment or to receive installment payments, but such election\nis effective only with the written consent of the Committee.\n\n         8.2 IN-SERVICE DISTRIBUTION UPON A SPECIFIED DATE. At the time of a\ndeferral election in accordance with Article 5, a Participant may irrevocably\nelect to receive payment in a lump sum of a selected amount or percentage of the\ntotal amounts deferred pursuant to such election (and interest credited thereto\nin accordance with Article 6) at a\n\n\n                                      -12-\n\n\nspecified date ('Deferral Date'). Such election shall be effective only if the\nParticipant is an employee of the Employer on the Deferral Date.\n\n         8.3 FINANCIAL HARDSHIP DISTRIBUTION. In the event a Participant suffers\nan unanticipated emergency due to circumstances beyond his control that results\nin a financial hardship, the Participant may request a distribution of all or\nany part of his Account. The Committee shall determine whether such a financial\nhardship exists and what amount, if any, may be distributed. In no event shall\nthe aggregate amount of the distribution exceed either the value of the\nParticipant's Account or the amount determined by the Committee to be necessary\nto alleviate the Participant's financial hardship (such hardship amount may\ninclude taxes owed because of such distribution) and that is not reasonably\navailable from other resources of the Participant.\n\n         8.4 WITHDRAWALS. Subject to a Withdrawal Penalty (as hereinafter\ndefined), a Participant may elect under this Section 8.4, at any time prior to\nthe time that an amount in his Account would otherwise be paid, to withdraw in a\nsingle lump sum payment all or a specified portion of the balance of his or her\nAccount in accordance with procedures established by the Committee. Such\nwithdrawals shall be reduced by a percentage of the total amount requested,\nwhich shall be forfeited by the Participant. Such percentage shall be equal to\nthe annual interest equivalent factor that applies to Deferrals made during the\ncalendar year of such withdrawal election, increased by three percentage points\n('Withdrawal Penalty'); provided, however, that such Withdrawal Penalty may\nnever be\n\n\n                                      -13-\n\n\nless than 10 percent. No Withdrawal Penalty shall apply to a withdrawal\nor distribution made in accordance with Section 8.1, 8.2 or 8.3.\n\n         8.5      VESTING.  A Participant shall be Vested upon:\n                  -------   \n                  (a)      reaching age 65;\n                  (b)      reaching age 55 and completing five years of \n                           continuous service with the Employer;\n                  (c)      designation by the Committee, in its sole discretion\n                           that a Participant shall be treated as Vested \n                           (regardless of the Participant's age and years of \n                           service);\n                  (d)      a Change of Control; or\n                  (e)      terminating employment with the Employer, after\n                           completing 10 years of continuous service with the\n                           Employer but prior to attaining age 55, due to 'Fleet\n                           Focus' reductions.\n\n         8.6 DISABILITY. For purposes of the Plan, a Participant who ceases\nactive employment because of a disability is considered to have terminated\nemployment, except that a Participant who is disabled is not considered to have\nterminated employment while receiving benefits under the Company's long term\ndisability plan.\n\n         8.7 TAX WITHHOLDING. To the extent required by applicable law, Federal,\nState, and other taxes shall be withheld from a distribution.\n\n\n\n                                      -14-\n\n\nARTICLE 9.  BENEFICIARY BENEFITS\n\n         A Participant, on a form approved by the Committee, may designate a\nBeneficiary, or change any prior designation, to receive the remaining balance\nof his Account upon his death. Payments to a Beneficiary under this Article 9\nshall be made in a lump sum or, if the Participant was Vested and so elects for\nhis Beneficiary, in a series of up to 15 annual installment payments, commencing\nas soon as practicable following the Participant's death. Notwithstanding the\npreceding sentence, if a Participant dies after annual installments have\ncommenced, the Beneficiary shall receive any remaining installments in\naccordance with the Participant's installment election. Notwithstanding the\npreceding two sentences, if a Beneficiary survives the Participant but dies\nbefore the Participant's entire Account has been distributed, the remaining\nbalance of the Participant's Account shall be distributed in a lump sum to the\nBeneficiary's estate as soon as practicable following receipt of notice of the\nBeneficiary's death. If no Beneficiary is designated (or if a designated\nBeneficiary does not survive the Participant), the balance credited to the\nParticipant's Account shall be paid to the Participant's estate in a lump sum as\nsoon as practicable following receipt of notice of the Participant's death.\n\nARTICLE 10.  NATURE OF CLAIM FOR PAYMENTS\n\n         Except as herein provided, the Company shall not be required to set\naside or segregate any assets of any kind to meet its obligations hereunder. A\nParticipant shall \n\n\n                                      -15-\n\n\nhave no right on account of the Plan in or to any specific assets of the Company\nor to any assets of the Trust. Any right to any payment the Participant may have\non account of the Plan shall be solely that of a general, unsecured creditor of\nthe Company.\n\n         To assist in meeting its obligations under the Plan, the Company has\ncaused the Trust to be established, of which the Company is treated as the owner\nunder Subpart E of Subchapter J, Chapter I of the Internal Revenue Code of 1986,\nas amended, and may deposit funds with the Trustee of the Trust. Upon a Change\nof Control, the Company shall promptly appoint an independent Trustee (which may\nnot be the Company or any subsidiary or affiliate) for the Trust, and, if at the\ntime of a Change of Control, the Trust has not been fully funded, the Company\nshall, within the time and manner specified under such Trust, deposit in such\nTrust amounts sufficient to satisfy all obligations under the Plan as of the\ndate of deposit.\n\n         In all events, the Company 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 Company shall pay all such benefits necessary to meet its obligations under\nthis Plan.\n\n         The obligations of the Company 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\n\n                                      -16-\n\n\nARTICLE 11.  ASSIGNMENT OR ALIENATION\n\n         The interest hereunder of any Participant or Beneficiary shall not be\nalienable by the Participant or Beneficiary by assignment or any other method\nand will not be subject to be taken by his creditors by any process whatsoever,\nand any attempt to cause such interest to be so subjected shall not be\nrecognized.\n\nARTICLE 12.  NO CONTRACT OF EMPLOYMENT\n\n         The Plan shall not be deemed to constitute a contract of employment\nbetween the Company and any Participant, or to be consideration for the\nemployment of any Participant.\n\nARTICLE 13.  AMENDMENT OR TERMINATION OF PLAN\n\n         The Plan may be altered, amended, revoked or terminated in writing by\nthe Committee or the Company, in any manner and at any time; provided, however,\nthat following a Change of Control, no such alteration, amendment, revocation or\ntermination shall reduce the amount of a Participant's Account or his or her\nrights to such Account as determined under the provisions of the Plan in effect\nimmediately prior to such Change of Control, or otherwise adversely affect the\nParticipant's benefits under the Plan, without the written consent of the\nParticipant; and further provided, however, that following a Change of Control,\nthe provisions of this Article 13 may not be amended.\n\n\n                                      -17-\n\n\nARTICLE 14.   MERGER OF THE SHAWMUT NATIONAL CORPORATION DEFERRED COMPENSATION \n              PLAN\n\n         Each individual who was a participant in the Shawmut National\nCorporation Deferred Compensation Plan immediately prior to the date as of which\nShawmut National Corporation merged with Fleet Financial Group, Inc., who became\nan employee of the Company or a subsidiary or affiliate as of said merger date,\nand who consented in writing to the provisions of the Instrument of Amendment\nand Merger of the Shawmut National Corporation Deferred Compensation Plan with\nthe Fleet Financial Group, Inc. Executive Deferred Compensation Plan No. 2,\nshall become a Participant in the Plan as of January 1, 1996. As of January 1,\n1996, the Committee shall establish an Account for each such Participant under\nthe Plan and will credit to such Account as of January 1, 1996 an amount equal\nto the value of such Participant's 'Deferral Account' under the Shawmut National\nCorporation Deferred Compensation Plan, determined by the Company, immediately\nprior to January 1, 1996. To the extent such value is determined with reference\nto the value of shares of Fleet Financial Group, Inc. common stock, the value of\neach such share shall be equal to the average of the closing prices for Fleet\nFinancial Group, Inc. common stock for the month of December, 1995, as shown in\nThe Wall Street Journal.\n\nARTICLE 15.  GOVERNING LAW\n\n\n                                      -18-\n\n\n         This Plan shall be governed and construed in accordance with the laws\nof the State of Rhode Island, to the extent such laws are not preempted by\nfederal law.\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 officer\nof Fleet Financial Group, Inc.\n\n                                            FLEET FINANCIAL GROUP, INC.\n\n                                            By:  \/s\/ WILLIAM C. MUTTERPERL\n                                                --------------------------\n\n                                      -19-\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-39807","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\/39807","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=39807"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39807"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39807"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39807"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}