Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 93 493K
2: EX-3.(A) Restated Certificate of Incorporation 64 227K
3: EX-3.(B) By-Laws 7 37K
15: EX-10.(AA) Merger Agreement 42 256K
4: EX-10.(D) Director Deferral Plan 7 20K
5: EX-10.(L) First Natl Bank of Chicago Comp. Agrmnt. 5 22K
6: EX-10.(M) First Chicago Corp. Comp. Agremnt. 5 22K
7: EX-10.(N) First Chicago Corp. Comp. Deferral Plan 13 32K
8: EX-10.(O) First Chicago Corp. Executive Estate Plan 5 23K
9: EX-10.(S) Individual Change of Control Employment Agremnt. 16 72K
10: EX-10.(T) Individual Executive Employment Agremnt. 14 61K
11: EX-10.(W) Letter to Richard L. Thomas 2± 11K
12: EX-10.(X) Director Stock Plan 5 32K
13: EX-10.(Y) Stock Performance Plan 7 42K
14: EX-10.(Z) Senior Management Annual Incentive Plan 4 23K
16: EX-12 Statements Re Computation of Ratios 1 7K
17: EX-21 First Chicago Nbd Corp. Subsidiaries 2 13K
18: EX-23 Consent of Independent Public Accountants 1 9K
19: EX-27 Financial Data Schedule 2 12K
EX-10.(N) — First Chicago Corp. Comp. Deferral Plan
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EXHIBIT 10(N).
DRAFT
11-20-95
FIRST CHICAGO CORPORATION
COMPENSATION DEFERRAL PLAN
Amended and Restated Effective December 1, 1993
In exercise of the authority delegated to the undersigned by
resolutions of the Board of Directors of First Chicago Corporation ("Board")
adopted October 14, 1994 and the Organization, Compensation and Nominating
Committee of the Board approved December 9, 1994, the undersigned has caused the
attached document, FIRST CHICAGO CORPORATION COMPENSATION DEFERRAL PLAN (Amended
and Restated Effective December 1, 1993), to be executed this __ day of
______________, 1995.
FIRST CHICAGO CORPORATION
By:
------------------------------
Marvin James Alef, Jr.
Head of Human Resources
DRAFT
FIRST CHICAGO CORPORATION
-------------------------
COMPENSATION DEFERRAL PLAN
--------------------------
Amended and Restated Effective December 1, 1993
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1. Purpose. The purpose of the First Chicago Corporation
Compensation Deferral Plan is to permit eligible Employees of First Chicago
Corporation and its subsidiaries to elect to defer the payment of all or a
portion of their Covered Compensation.
2. Definitions.
2.1 Beneficiary means any person or entity designated by a
Participant on a form provided by the Plan Administrator to receive benefits in
the event of the death of the Participant. Each designation shall revoke a
Participant's previous designations and shall be effective only when filed in
writing with the Plan Administrator during the Participant's lifetime. If a
Participant fails to designate a Beneficiary in the manner provided above, or if
the Beneficiary designated by such Participant dies before the Participant or
before complete payment of all amounts due, the remaining balance in the
Participant's account hereunder shall be distributed to the legal representative
or representatives of the estate of the later to die of the Participant or the
Participant's designated Beneficiary.
2.2 Board means the Board of Directors of the Corporation,
excluding any member who is an officer or Employee of the Corporation or who
would otherwise not be considered a disinterested person within the meaning of
Rule 16b-3 of the Securities and Exchange Commission.
2.3 Corporation means First Chicago Corporation or its
successor or successors and its fifty percent (50%) or more owned subsidiaries.
2.4 Covered Compensation means the annual cash bonus or,
effective December 1, 1994, fifty percent of the bi-weekly salary earned by a
Participant and any other cash compensation designated by the Organization,
Compensation and Nominating Committee of the Board as eligible for deferral.
2.5 Employee means an employee or retiree of the
Corporation or any of its subsidiaries of which the Corporation owns directly or
indirectly at least a 50% interest.
2.6 Exchange Act means the Securities Exchange Act of 1934,
as amended.
2.7 Investment Funds means those investment alternatives
under the Plan which will be used to calculate the periodic investment
experience of each Participant's account and shall be the investment
alternatives offered under the First Chicago Corporation Savings Incentive Plan
or any other investment alternatives designated by the Organization,
Compensation and Nominating Committee. With respect to amounts deferred prior to
December 1, 1993, Investment Funds shall include the investment alternatives
available under the incentive deferral program then in effect.
2.8 Participant means either (a) an Employee who has met the
eligibility requirements of Section 3 to participate in the Plan and who has
elected to defer all or a portion of Covered Compensation or (b) an individual
whose account balance from another deferral plan is transferred to this Plan as
described in Section 3.
2.9 Plan means the First Chicago Corporation Compensation
Deferral Plan. This Plan is an amendment and restatement of the First Chicago
Corporation Incentive Deferral Plan.
2
2.10 Plan Administrator means the Executive Compensation
Services Unit; provided however, the Organization, Compensation and Nominating
Committee of the Board shall be the Plan Administrator with respect to any
Participant who is an "officer" as defined in Section 16 of the Exchange Act, to
the extent necessary to comply with Rule 16a-1(c)(3) of the Securities and
Exchange Commission or any successor provision.
3. Eligibility. The Organization, Compensation and
Nominating Committee of the Board shall designate the Employees who are eligible
to participate in this Plan. In addition, each Employee who deferred any portion
of an annual bonus under the incentive deferral program in effect prior to
December 1, 1993 shall participate in this Plan to the extent of any deferred
amounts which remain unpaid.
Subject to the approval of the Plan Administrator, the Plan may accept
the transfer of an individual's account balance or accrued benefit from another
deferral plan maintained by the Corporation or an entity acquired by the
Corporation at which time the individual will become a Participant to the extent
of the transferred balance. Such transferred balance shall be credited to the
Participant's account under this Plan and shall become subject to the terms and
conditions of this Plan except that the timing of the distribution of such
transferred balance (and subsequent earnings thereon) shall be governed by the
Participant's election as filed under the prior plan except as otherwise
determined by the Plan Administrator or permitted under this Plan.
4. Election to Defer Covered Compensation.
(a) Initial Election to Defer. Each eligible Employee may
file an irrevocable election to defer any portion of Covered Compensation until
a future calendar year or
3
years which date must be at least six months after such Covered Compensation
would otherwise be paid to the Employee. An Employee's election to defer must be
in writing on a form prescribed by the Plan Administrator, must be filed with
the Plan Administrator on or before the date prescribed and must defer an amount
which is at least equal to the minimum deferral amount as set by the Plan
Administrator.
(b) Additional Deferral. A Participant may elect on a one
time basis with respect to any deferred amount of Covered Compensation to
further defer the payment of such Covered Compensation provided such election to
defer is made more than 12 months in advance of the payment of such deferred
Covered Compensation.
5. Participant's Account. The amount of Covered Compensation
which has been deferred shall be credited to a memorandum account maintained on
behalf of the Participant. Amounts credited pursuant to this Plan are credited
for bookkeeping purposes only, shall not represent either a cash deposit or
actual shares or units in any of the Investment Funds, shall not give any
Participant any special right in cash or shares held or owned by the
Corporation, and shall not give rise to any cause of action by Participants
against the Corporation, except at such time as the Participant shall become
entitled to receive payment in cash in accordance with the terms of this Plan.
The Plan Administrator shall furnish quarterly statements to Participants
showing the balances in each of their Investment Funds as of the statement date.
6. Investment of Participant's Account. A Participant shall
elect to have his or her account treated as if invested in one of the Investment
Funds. The Participant's account will be adjusted periodically to reflect the
investment experience of the Investment Funds which the
4
Participant elected. Each Participant may file an election with the Plan
Administrator (on a form prescribed by the Plan Administrator) to reallocate the
investment of his account among the Investment Funds. The frequency and timing
of investment reallocation directions shall be limited in the same manner as
under the First Chicago Corporation Savings Incentive Plan. Senior Vice
Presidents and above of the Corporation may only direct the reallocation of the
portion of their Investment Funds attributable to First Chicago Corporation
common stock during the window periods which follow the announcement of the
Corporation's earnings. Executive Vice Presidents and above may only reallocate
the portion of their Investment Funds attributable to First Chicago Corporation
common stock once every six months during such window periods.
7. Investment of Participant's Account - Pre-December 1, 1993
Deferred Amounts. Each Participant with amounts deferred under the incentive
deferral program in effect prior to December 1, 1993, shall continue to have the
periodic investment experience of his account attributable to pre-December 1,
1993 deferrals calculated pursuant to the terms of his income deferral election
in effect at the time of his deferral. However, such Participant may elect
during a period prescribed by the Plan Administrator to have the investment
experience of such portion of his account calculated as if invested in the
investment alternatives of the First Chicago Corporation Savings Incentive Plan.
After such election, such portion of his account shall be continued to be
invested pursuant to Section 6.
8. Benefit. A Participant shall be entitled to a distribution of
his account balance equal to the amount deferred, adjusted for the investment
experience attributable to such deferred amounts had such amounts been invested
in the Investment Funds as directed by the Participant.
5
9. Distribution of Account Balances Pursuant to Participant's
Election. A Participant's account shall be distributed in cash only (and in no
case in equity securities) and paid to the participant, at the time or times
elected or, if earlier, upon the Participant's retirement (as defined under the
First Chicago Corporation Pension Plan). A Participant, at the time he files an
election to defer, may elect to receive payment in (a) a lump sum payment or (b)
a series of substantially equal annual or, effective December 1, 1994, monthly
installments over a period of time not exceeding ten (10) years (fifteen (15)
years effective December 1, 1994).
10. Distribution upon Participant's Death or Termination of
Employment. If prior to the distribution of the entire account balance under
this Plan, a Participant dies or terminates employment before retirement (as
defined under the First Chicago Corporation Pension Plan), the remaining account
balance will be distributed in cash in the form of a single lump sum payment to
either (i) the Beneficiary, in the case of the Participant's death, or (ii) the
Participant, in the case of termination of employment; however, in the case of a
Participant whose account balance (or a portion thereof) is transferred from
another deferral plan maintained by the Corporation or an entity acquired by the
Corporation, the portion of such Participant's account balance attributable to
the transferred account balance will be distributed in cash pursuant to the
terms of the deferral election as filed with respect to the transferred balance.
11. Emergency Payments.
(a) In the event of an unforeseeable emergency as determined
hereunder, the Plan Administrator may authorize the distribution of all or a
portion of the Participant's account, without regard to the payment dates
provided in paragraph 4, but only if the Plan Administrator
6
determines that such action is necessary to prevent severe financial hardship to
the Participant. Such action shall be taken only if a Participant (or his legal
representatives or successors) shall sign an application describing fully the
circumstances which are deemed to justify the payment, together with an estimate
of the amounts necessary to prevent severe financial hardship. Each such
application shall be approved by the Plan Administrator, who shall certify that
according to the best of his knowledge and belief the statements on the
application are true.
(b) For the purpose of this paragraph 11, the term
"unforeseeable emergency" shall mean a severe financial hardship to a
Participant or his dependents (as defined in section 152(a) of the Internal
Revenue Code of 1986, as amended), loss of a Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances beyond
the Participant's control. Hardship payments shall only be made to the extent
necessary to satisfy the emergency need, and shall not be made to the extent
that the hardship is or may be relieved through other means, including
reimbursement or compensation, by insurance or otherwise, or by cessation of
deferrals pursuant to this Plan.
(c) The Plan Administrator may also authorize the
distribution of all or a portion of the Participant's account, without regard to
the payment dates provided in paragraph 4, provided the portion of the
Participant's account from which such distribution is made is first reduced by
an amount that shall equal the greater of either (i) 10% of the applicable
portion of the Participant's account, (ii) 125% of the interest rate The First
National Bank of Chicago announces from time to time as its corporate base rate
multiplied by the applicable portion of the Participant's account or (iii) a
"substantial penalty" as determined by the Plan Administrator upon advice of
counsel so as to assure there is no constructive receipt of Participants'
accounts under the Plan.
7
12. Acceleration of Payment. The inside directors of the
Corporation may, in their sole discretion, accelerate any payment under this
Plan for any Participants who are not "officers" as defined under Section 16 of
the Exchange Act.
The Organization, Compensation and Nominating Committee of the Board
of Directors of the Corporation may, in its sole discretion, accelerate any
payment under this Plan for Participants who are "officers" defined under
Section 16 of the Exchange Act.
13. Valuation of Account Prior to Distribution. A Participant's
account distributable shall be valued as of the end of the month preceding
payment.
14. Administration. This Plan shall be administered by the Plan
Administrator and its decision on any matter involving the interpretation of the
Plan shall be binding on everyone; provided, however, that the Plan
Administrator may not take any action with respect to any benefits payable to
the Plan Administrator under the Plan unless such action could have been taken
even if he were not the Plan Administrator.
15. Miscellaneous.
15.1 Prohibition of Alienation. Benefits under the Plan may
not be anticipated, alienated, assigned or encumbered and any attempt to do so
shall be void.
15.2 Litigation by Participants or Other Persons. To the
extent permitted by law, if a legal action begun against the Corporation or an
Employee or director thereof, or the Board, or any member thereof, by or on
behalf of any person results adversely to that person, or if a legal action
arises because of conflicting claims to a grant payable to a participant or
Beneficiary,
8
the cost to the Corporation or Employee or director thereof, or the Board or any
member thereof, of defending the action will be charged to the extent possible
to the sums, if any, that were involved in the action or were payable to, or on
account of, the Participant or Beneficiary concerned.
15.3 Indemnification. Any person who is or was a director,
officer, or Employee of the Corporation and each member of the Board shall be
indemnified and saved harmless by the Corporation from and against any and all
liability or claims of liability to which such person may be subjected by reason
of any act done or omitted to be done in good faith with respect to the
administration of the Plan, including all expenses reasonably incurred in the
Participant's defense in the event that the Corporation fails to provide such
defense.
15.4 Rights to Employment. Participation in the Plan shall
not confer upon any Participant any right with respect to continued employment
by the Corporation.
15.5 Expenses. All expenses of administering the Plan shall
be borne by the Corporation.
15.6 Other Plans. Nothing contained herein shall prevent the
Corporation from establishing or maintaining other plans in which Participants
in this Plan may also participate.
15.7 Facility of Payment. When, in the Board's opinion or in
the opinion of anyone authorized by the Board, a Participant or Beneficiary is
under a legal disability or incapacitated in any way so to be unable to manage
the Participant's or Beneficiary's financial affairs, the Board may direct that
the amount of the Participant's or Beneficiary's payment hereunder be made to
the Participant's or Beneficiary's legal representative or to another person for
such Participant's or Beneficiary's benefit, or the Board may direct that such
amount be applied for the benefit of the Participant or Beneficiary in any way
the Board considers advisable.
15.8 Notices. Any communication, statement or notice
addressed to a
9
Participant at the Participant's last post office address shown on his
employer's records, will be binding upon the Participant for all purposes of the
Plan. Neither the Board nor the Corporation shall be obliged to search for or
ascertain the whereabouts of any Participant. For purposes of this section 15.8,
the term "Participant" includes any person entitled by reason of a Participant's
death or legal disability to that Participant's deferred Covered Compensation
under the Plan.
15.9 Records. All records held by the Corporation's
Executive Compensation Services Unit with respect to an Employee shall be
binding upon everyone for purposes of the Plan .
16. Amendment and Termination. The Corporation, by a resolution
of its Board or by anyone authorized by the Board, may amend or terminate the
Plan at any time; provided, however, that, except as may otherwise be required
by law, no such amendment to or termination of the Plan shall reduce the
benefits to which a Participant (or his Beneficiary) is entitled under the Plan
as of the date of such amendment or termination.
17. Financing of Plan Benefits. Any benefits payable to a
Participant under the Plan shall be financed from the general assets of his
employer, and no Participant, or group of Participants, shall acquire any claim
upon any specific asset of an employer solely by reason of his being a
Participant in the Plan. This paragraph shall not prohibit the Corporation from
transferring assets to a grantor trust for the purpose of providing benefits
hereunder, which grantor trust shall remain subject to the claims of creditors.
The accounting and recordkeeping of this Plan shall be entirely separate from
any other plan.
10
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18. Benefits Intended for Select Group of Management or Highly
Compensated Employees. This Plan is intended to be maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees and shall be interpreted and administered
accordingly.
19. Compliance with "Cash Only Plan" Rules under Rule 16-b. With
respect to each Participant who is an "officer,"as defined in the regulations
promulgated under Section 16 of the Exchange Act, this Plan and all transactions
under this Plan are intended to comply with rules under the regulations
promulgated under Section 16 of the Exchange Act, specifically Rule 16a-1(c)(3),
which exempt any such officer from the reporting, disclosure and short-swing
profit rules of the Exchange Act with respect to amounts deferred under this
Plan and the Plan shall be interpreted, construed and administered to effectuate
that intent. To the extent any provision of the Plan or action by the Plan
Administrator fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Plan Administrator.
20. Controlling Laws. To the extent not superseded by Federal
law, the laws of Illinois, without regard to its laws of conflict, shall be
controlling in all matters relating to the Plan.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/27/96 |
| For Period End: | | 12/31/95 | | | | | | | 11-K |
| | 12/9/94 | | 2 |
| | 12/1/94 | | 4 | | 8 |
| | 10/14/94 | | 2 |
| | 12/1/93 | | 1 | | 7 |
| List all Filings |
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