METROPOLITAN FINANCIAL CORPORATION
EXECUTIVE MANAGEMENT SEVERANCE PAY PLAN
As Adopted Effective as of March 23, 1993
METROPOLITAN FINANCIAL CORPORATION
EXECUTIVE MANAGEMENT SEVERANCE PAY PLAN
Table of Contents
_________________
Page
ARTICLE 1 Introduction 1
1.1 Plan Name 1
1.2 Plan Type 1
1.3 Plan Purpose 1
ARTICLE 2 Definitions, Construction and Interpretations 2
2.1 Administrator 2
2.2 Base Pay 2
2.3 Code 2
2.4 Company 2
2.5 Comparable Position 2
2.6 Effective Date 2
2.7 Eligible Employee 3
2.9 ERISA 3
2.10 Governing Law 3
2.11 Headings 3
2.12 Notice of Qualifying Termination 3
2.13 Number and Gender 3
2.14 Officers 3
2.15 Plan 3
2.16 Qualifying Termination 3
2.17 Termination Date 4
ARTICLE 3 Eligibility for Benefits 5
3.1 Eligibility Requirements 5
3.2 Certain Qualifying Terminations Before Effective Date 5
3.3 Special Acquisition Agreement Benefits 5
3.4 Other Special Benefits 5
ARTICLE 4 Benefits 6
4.1 Cash Payment 6
4.2 Continuation of Welfare Benefits 7
4.3 Continued Job Posting 7
4.4 Limitation on Benefits 7
ARTICLE 5 Administration 8
5.1 Administration 8
5.2 Benefit Claims 8
5.3 Funding 9
5.4 Amendment and Termination 9
ARTICLE 6 Miscellaneous 10
6.1 No Employment Rights Created 10
6.2 Withholding and Offsets 10
6.3 Integration with Other Benefit Programs 10
6.4 Binding Plan 10
6.5 Notices 10
METROPOLITAN FINANCIAL CORPORATION EXECUTIVE MANAGEMENT SEVERANCE PAY PLAN
1
Introduction
____________
.1 Plan Name. The name of the Plan is the "Metropolitan Financial
Corporation Executive Management Severance Pay Plan."
.2 Plan Type. The Plan is unfunded and is maintained by the Company
primarily for the purpose of providing benefits for a select group of
management or highly compensated employees. As such, the Plan is
intended to be exempt from the provisions of Parts 2 through 4 of
Subtitle B of Title I and from Title IV of ERISA by operation of
sections 201(2), 302(a)(3), 401(a)(1) an 4021(b)(6) thereof,
respectively. The Plan is not intended to qualify under Code section
401(a).
2
.3 Plan Purpose. The purpose of the Plan is to provide Eligible
Employees who experience a Qualifying Termination with temporary
financial support during their transition to new employment.
Definitions, Construction and Interpretations
_____________________________________________
The definitions and rules of construction and interpretation set forth
in this Article 2 apply in construing the Plan unless the context
otherwise indicates.
.1 Administrator. The "Administrator" of the Plan is the Company's
Senior Vice President of Human Resources or an individual to whom
administrative responsibilities are delegated pursuant to Article 5, as
the context requires.
.2 Base Pay. The "Base Pay" of an Eligible Employee is his or her
annual base salary or wages from his or her Employer at the rate in
effect on the date Notice of Qualifying Termination is given. Base Pay
includes only regular cash salary and wages and is determined before any
reduction for deferrals pursuant to any nonqualified deferred
compensation plan or arrangement, qualified cash or deferred arrangement
or cafeteria plan.
.3 Code. The "Code" is the Internal Revenue Code of 1986, as amended.
Any reference to a specific provision of the Code includes a reference
to such provision as it may be amended from time to time and to any
successor provision.
.4 Company. The "Company" is Metropolitan Financial Corporation or
any successor thereto.
.5 Comparable Position. A "Comparable Position" is an employment
position that meets the following criteria:
(a) the work location is within the same community or metropolitan area
as the Eligible Employee's current work location;
(b) the annual base cash salary or wage rate of the new position is not
less than 80 percent of the Eligible Employee's Base Pay;
(c) the daily work schedule of the new position is substantially
similar to the Eligible Employee's current daily work schedule; and
(d) the availability of the position is not contingent on the Eligible
Employee's investment of capital.
These criteria are intended to be exhaustive; no other criteria will be
taken into account. Thus, an employment position will not fail to be a
Comparable Position because it involves a change in, for example, type
of position, job classification (for example, regular or transitional),
official title, salary midpoint or other perquisites or job conditions.
.6 Effective Date. The "Effective Date" of this Plan is July 1, 1993,
except that the Plan may be applied retroactively to January 1, 1993 in
accordance with Section 3.2.
.7 Eligible Employee. An "Eligible Employee" is an individual who
performs services for an Employer as a common law employee and (a) (1)
is classified as a "regular" employee pursuant to the Employer's
applicable employment policies, and (2) has a salary grade
classification of 20 or above, or (b) is employed in a temporary
position with an Employer if, immediately preceding his or her
employment in the temporary position, such individual was employed by an
Employer or by a business that was acquired by an Employer in a
permanent position that had a salary grade classification of 20 or above
or the equivalence thereof.
.8 Employer. An "Employer" is the Company and each member of a
controlled group of corporations (within the meaning Code section
414(b)), or a group of trades or businesses under common control (within
the meaning of Code section 414(c)), that includes the Company, or all
of them collectively, as the context acquires. An Employer that ceases
to be a member of the controlled group of corporations, or group of
trades or businesses under common control, that includes the Company,
will cease to be an Employer except with respect to liabilities under
the Plan attributable to Qualifying Terminations occurring before it
ceases to be an Employer.
.9 ERISA. "ERISA" is the Employee Retirement Income Security Act of
1974, as amended. Any reference to a specific provision of ERISA
includes a reference to such provision as it may be amended from time to
time and to any successor provision.
.10 Governing Law. Except to the extent that state law is preempted by
provisions of the ERISA, as amended, or any other laws of the United
States in effect from time to time, the Plan will be administered,
interpreted, construed and enforced according to the internal,
substantive laws of the State of Minnesota, without regard to the
conflict of law rules of the State of Minnesota or of any other
jurisdiction.
.11 Headings. The headings of articles and sections are included
solely for convenience. If there is a conflict between a heading and the
text of the Plan, the text will control.
.12 Notice of Qualifying Termination. A "Notice of Qualifying
Termination" is a written notice provided by the Employer to an Eligible
Employee which indicates that a termination of employment is a
Qualifying Termination.
.13 Number and Gender. Whenever appropriate, the singular number may
be read as the plural, the plural may be read as the singular and a
reference to one gender may be read as a reference to the other.
.14 Officers. Any reference in this Plan to a particular officer of an
Employer also refers to the functional equivalent of such officer if the
title or responsibilities of that office change.
.15 Plan. The "Plan" is the Metropolitan Financial Corporation
Executive Management Severance Pay Plan as set forth in this instrument
as it may be amended from time to time.
.16 Qualifying Termination. (A) Subject to Subsection (B), a
"Qualifying Termination" with respect to an Eligible Employee is a
complete termination of his or her employment relationship with all
Employers as a result of:
(1) the elimination of the Eligible Employee's position by an Employer
for any reason other than the Eligible Employee's job performance,
death, or permanent physical or mental incapacity;
(2) the replacement of the Eligible Employee with another employee of
an Employer for any reason other than the Eligible Employee's job
performance, death, or permanent physical or mental incapacity;
(3) the Eligible Employee's refusal to accept a position with an
Employer that is not a Comparable Position; or
(4) the sale, transfer or other disposition of all or any part of the
assets of the Employer if the Eligible Employee is neither offered a
Comparable Position nor accepts any position with the transferee of such
assets.
(B) An Eligible Employee whose termination of employment is described
in Subsection (A) will not be considered to have experienced a
Qualifying Termination if:
(1) the Eligible Employee voluntarily resigns under any circumstance
other than that described in Subsection (A)(3);
(2) the Eligible Employee refuses to interview for or accept a
Comparable Position with an Employer;
(3) the Eligible Employee refuses to accept a Comparable Position or
accepts any position with an entity in which an Employer has an
ownership interest; or
(4) the Eligible Employee's Employer ceases to be an Employer as a
result of the sale, transfer or other disposition of all or any of the
capital stock of such Employer, whether or not the Eligible Employee's
employment is terminated at any time after such sale, transfer, or other
disposition.
.17 Termination Date. The "Termination Date" of an Eligible Employee
is his or her last day of employment in connection with a Qualifying
Termination.
3
Eligibility for Benefits
________________________
.1 Eligibility Requirements. An Eligible Employee is entitled to the
benefits provided in Article 4 upon his or her Qualifying Termination
but only if he or she signs and delivers to the Administrator:
(a) a release or waiver of employment-related claims, in form
prescribed by the Administrator, and
(b) an agreement of the type described in Section 4.4(A)(1), in form
prescribed by the Administrator.
The Administrator may, on a case-by-case basis, elect not to require a
release pursuant to clause (a) or an agreement pursuant to clause (b).
Any such election by the Administrator with respect to a particular
Eligible Employee applies only to that Eligible Employee and does not in
any way limit the Administrator's right to require any other Eligible
Employee to provide the release, the agreement or both.
.2 Certain Qualifying Terminations Before Effective Date. An Eligible
Employee who (a) experiences a Qualifying Termination after December 31,
1992 but prior to the Effective Date and (b) did not become an Eligible
Employee in connection with an acquisition after December 31, 1992, will
be entitled to all benefits provided by the Plan, except that the cash
payment determined under Section 4.1 will equal the greater of (y) the
amount determined in accordance with Section 4.1(A) or (z) his or her
Base Pay multiplied by a fraction, the numerator of which is the number
of continuous and complete six-calendar-month periods between the
Eligible Employee's adjusted date of hire (as reflected in the
Employer's personnel files) and the Termination Date, and the
denominator of which is 52.
.3 Special Acquisition Agreement Benefits. If the definitive
agreement pursuant to which an Employer acquires any business contains
special rules applicable to the entitlement to or amount or type of
severance benefits to be provided to an Eligible Employee who became
such in connection with the acquisition, those special rules will be
deemed to be part of the Plan and will be applied in lieu of any
contrary provisions of the Plan; provided that those special rules will
automatically expire six months following the date of the definitive
agreement unless such agreement expressly states otherwise.
.4 Other Special Benefits. The Administrator may (a) provide
severance benefits to any Eligible Employee who is not otherwise
entitled to such benefits and (b) provide severance benefits in excess
of the amount provided by the Plan to any Eligible Employee who is
entitled to benefits under the Plan. In either case, the amount and
type of such benefits will be determined by the Administrator in his or
her discretion but will be deemed to be provided pursuant to the Plan.
4
Benefits
________
.1 Cash Payment. (A) Subject to Section 4.4, upon his or her
Qualifying Termination, an Eligible Employee will receive a cash payment
in an amount equal to the sum of (1) the amount of Base Pay the Eligible
Employee would have received if he or she had remained employed in the
same position for the 30 calendar day period following his or her
Termination Date, plus (2) the amount of the Eligible Employee's Base
Pay multiplied by a fraction, the numerator of which is his or her "days
of pay" and the denominator of which is 364.
(A) For purposes of Subsection (A), "days of pay" with respect to an
Eligible Employee equals the product of the number of continuous
calendar years between his or her adjusted date of hire (as reflected in
the Employer's personnel files) and his or her Termination Date
multiplied by seven. For any such period of employment that is less
than 12 complete calendar months, the following "days of pay" will be
assigned:
(1) one "day of pay" if the period includes at least two but less than
four calendar months;
(2) two "days of pay" if the period includes at least four but less
than six calendar months;
(3) three "days of pay" if the period includes at least six but less
than eight calendar months;
(4) four "days of pay" if the period includes at least eight but less
than ten calendar months; and
(5) five "days of pay" if the period includes at least ten but less
than 12 calendar months.
(C) Upon his or her Qualifying Termination, an Eligible Employee will
receive an amount, in addition to the amount determined under Subsection
(A), equal to the amount, if any, by which (1) the Eligible Employee's
Base Pay exceeds (2) the amount determined under Subsection (A).
(D) The amount determined under Subsection (A) will be paid (1) in a
single lump sum payment as soon as administratively practicable after
the Eligible Employee's Termination Date, or (2) if the Administrator in
his or her discretion so decides, in periodic payments made on the same
basis (weekly, semi-monthly or monthly) as such Eligible Employee's Base
Pay on his or her Termination Date subject to the Administrator's
retained right to at any time cause any remaining periodic payments to
be paid in a single lump sum payment; provided, that in no case will
payments be made or begin before the end of any rescission period
arising under applicable law or Plan rule in connection with the
Eligible Employee's release pursuant to clause (a) of Section 3.1. The
amount determined under Subsection (C) will be paid in accordance with
Subsection (D)(1).
.2 Continuation of Welfare Benefits. Subject to Section 4.4, an
Eligible Employee who is receiving periodic payments pursuant to Section
4.1 will be entitled to continue medical, dental and life insurance
coverage at the same cost and on the same basis as active employees of
his or her Employer during the period in which periodic payments
continue. If coverage is not uniform throughout the Employer, an
Eligible Employee will be entitled to the same coverage, at the same
cost and on the same basis, as active employees in the position the
Eligible Employee left, or in a comparable position if the position has
been eliminated. The continuation period under federal and state
continuation laws, to the extent applicable, will begin to run from the
date coverage pursuant to this Section 4.2 ends.
.3 Continued Job Posting. An Eligible Employee who is entitled to
benefits under this Plan may continue to post for job opportunities with
any Employer during the "limitation period" (described in Section
4.4(A)(2)).
.4 Limitation on Benefits. (A) (1) If an Eligible Employee who
becomes entitled to benefits under the Plan is reemployed during the
"limitation period" (described in clause (2)) by (a) an Employer, (b)
any entity from whom an Employer acquired a business or any affiliate of
such an entity, or (c) any entity that acquired any part of the assets
or business of an Employer or any affiliate of such an entity, then all
periodic payments under Section 4.1 will immediately stop. If the
Eligible Employee received a lump sum payment from an Employer pursuant
to Section 4.1, he or she must repay the Employer an amount equal to the
amount he or she received less the total amount of periodic payments he
or she would have received through his or her reemployment date had his
or her benefit been paid in that form. The Administrator may require
any Eligible Employee to sign an agreement to make such a repayment as a
condition to making a lump sum payment but the Administrator's failure
to do so does not relieve an Eligible Employee of his or her repayment
obligation.
(1) For purposes of Subsection (A) and Section 4.3, the "limitation
period" with respect to an Eligible Employee begins on his or her
Termination Date and ends on the last day of the last pay period for
which he or she would have received a periodic payment pursuant to
Section 4.1 if his or her benefit had been paid periodically (regardless
of the actual payment form).
(B) The amount of benefits to which an Eligible Employee would
otherwise be entitled under the Plan will be reduced by the full amount
of any benefits the Employer is required to provide to the Eligible
Employee under any provision of law on account of the termination of
employment, including, but not limited to, any payments made to satisfy
an actual or potential claim of an Eligible Employee under the Worker
Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq.
("WARN"), or a similar law of any state. The Administrator will, in his
or her discretion, determine how the reduction will be made.
5
Administration
______________
.1 Administration. (A) The Plan will be administered by the Company's
Senior Vice President of Human Resources, who is the "named fiduciary"
of the Plan for purposes of ERISA. The Senior Vice President of Human
Resources may delegate part or all of his or her administrative
responsibilities to another individual. Each delegation must be in
writing and may apply to a specified individual or the holder of a
specified position as the delegate. A designation of the holder of a
specified position will be deemed to include a designation of the
successor to the administrative functions of such position if the title
or functions of such position change. The designation of a specified
employee will be revoked automatically if he or she ceases to be an
employee.
(A) The Administrator has the discretionary power and authority to
adopt such rules as he or she deems advisable in connection with the
administration of the Plan, and to construe, interpret, apply and
enforce the Plan and any such rules.
(B) The Administrator will, consistent with the terms of the Plan, in
his or her discretion, determine whether an individual is entitled to
benefits under the Plan, and, if so, the amount and duration of, and
continuing entitlement to, such benefits. The Administrator's
determinations will be conclusive and binding on all parties affected by
the determination. The Administrator may exercise his or her
discretionary power and authority on a case-by-case basis. No decision
of the Administrator in any way limits or impairs his or her discretion
relative to future decisions, including those involving similarly
situated persons.
(C) The Employers will indemnify and hold harmless the Administrator,
to the greatest extent permitted by law, against any and all
liabilities, losses, costs and expenses (including legal fees) of every
kind and nature that may be imposed on, incurred by or asserted against
the Administrator at any time by reason of his or her services in
connection with the Plan, but only if he or she did not act dishonestly
or in bad faith or in willful violation of the law under which the
liability, loss, cost or expense arises. The Employers have the right
but not the obligation to select counsel and control the defense and
settlement of any action for which an individual may be entitled to
indemnification under this provision.
(D) If any person with administrative authority becomes eligible or
makes a claim for Plan benefits, he or she will have no authority with
respect to any matter specifically affecting his or her individual
interest under the Plan and the Company's Senior Vice President of Human
Resources will exercise such authority directly, or will designate
another person to exercise such authority, unless the matter relates to
his or her interest in the Plan, in which case the Company will
designate another person to exercise such authority.
.2 Benefit Claims. A person whose employment relationship with the
Employers has terminated and who has not been awarded benefits under the
Plan may, within 60 days after his or her employment has terminated,
file a written request for severance benefits with the Administrator.
The Administrator will review such request and will notify the claimant
of his or her decision within 90 days after such request is filed. If
the Administrator denies the claim for severance benefits, the notice of
the denial will contain
(a) the specific reason for the denial,
(b) a specific reference to the provision of the Plan on which denial
is based,
(c) a description of any additional information or material necessary
for the person to perfect his or her claim (and an explanation of why
such information is material or necessary), and
(d) an explanation of the Plan's claim review procedure.
If the Administrator determines that a claimant is not eligible for
benefits, or if the claimant believes that he or she is entitled to
greater or different benefits, the claimant may file a petition for
review with the Administrator within 60 days after the claimant receives
the notice issued by the Administrator. Within 60 days after the
Administrator receives the petition, the Administrator will give the
claimant (and his or her counsel, if any) an opportunity to present his
or her position to the Administrator orally or in writing, and the
claimant (or his or her counsel) will have the right to review the
pertinent documents. Within 60 days after the hearing (or the date of
receipt of the petition if the claimant presents his or her position in
writing) the Administrator will notify the claimant of his or her
decision in writing, stating the decision and the specific provisions of
the Plan on which the decision is based.
.3 Funding. Benefits payable to an Eligible Employee under this Plan
will be paid only from the general assets of the Employer with whom he
or she was employed immediately before his or her Termination Date. If
an Eligible Employee was simultaneously employed by more than one
Employer immediately before his or her Termination Date, each such
Employer will pay a portion of his or her benefits under the Plan that
bears the same ratio to his or her Base Pay from the Employer as the
total payments bear to his or her aggregate Base Pay from all such
Employers. No person has any right to or interest in any specific
assets of any Employer by reason of this Plan. To the extent benefits
under this Plan are not paid when due, the person to whom such benefits
are payable is a general unsecured creditor of the Employer in question
with respect to the amounts due.
.4 Amendment and Termination. (A) The Company reserves the right to
amend or terminate the Plan at any time. The Company's Senior Vice
President of Human Resources is authorized, on behalf of the Company, to
amend the Plan in any manner that is not reasonably expected to have a
material financial impact on an Employer. Any amendment must be set
forth in a written instrument and will be effective as of the date
specified in such instrument.
(A) No person has any right to benefits under this Plan until he or she
incurs a Qualifying Termination as an Eligible Employee. An Eligible
Employee's right to benefits under this Plan, if any, will be determined
solely under the provisions of the Plan in effect at the time of his or
her receipt of Notice of Qualifying Termination and such terms may be
changed or the Plan may be terminated at any time and to any extent
before then.
6
Miscellaneous
_____________
.1 No Employment Rights Created. No Eligible Employee has any right
to continuing employment with an Employer as a result of this Plan.
Neither the establishment or continuation of the Plan limits the right
of any Employer to discharge any Eligible Employee or to otherwise deal
with him or her without regard to the effect such action might have upon
him or her with respect to the Plan.
.2 Withholding and Offsets. (A) Each Employer retains the right to
withhold from any amounts due under the Plan, any income, employment,
payroll, excise and other taxes as the Employer may, in its sole
discretion, deem necessary.
(A) To the full extent permitted by applicable law, each Employer
retains the right to offset against any amount otherwise due to any
person under the Plan any amounts then owing and payable by such person
to the Employer and, as a condition of receiving any benefits under this
Plan, such person must, if required by the Administrator, sign and
deliver to the Administrator a consent to such offset.
.3 Integration with Other Benefit Programs. Benefits payable under
this Plan, whether paid in a lump sum or in periodic payments, will not
increase or decrease the benefits otherwise available to an Eligible
Employee under any Employer's retirement plan, welfare plan or any other
employee benefit plan or program unless otherwise expressly provided in
any particular plan or program; provided that an Eligible Employee who
receives any benefits under this Plan is not eligible to receive
benefits under any other severance pay plan of the Employer. Except as
provided in Section 4.2, payments and benefits provided through any
Employer's retirement plan, welfare plan or any other employee benefit
plan or program will be exclusively controlled by the terms of such
other plan or program.
.4 Binding Plan. The Plan is for the benefit of, and is enforceable
by, each Eligible Employee. An Eligible Employee may not assign any of
his or her rights or delegate any of his or her obligations under the
Plan. If an Eligible Employee dies after becoming entitled to, but
before receiving, cash payments pursuant to Section 4.1, the cash
payments and all other benefits under the Plan will immediately cease.
.5 Notices. For the purposes of the Plan, notices and all other
communications provided for in, or required under, the Plan must be in
writing and will be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail,
return receipt requested, postage prepaid and addressed to an Eligible
Employee's or an Employer's (as the case may be) respective address
(provided that all notices to an Employer must be directed to the
attention of the Administrator). For purposes of any such notice
requirement, an Employer will use an Eligible Employee's most current
address on file in the Employer's personnel records. Any notice of an
Eligible Employee's change of address will be effective only upon
receipt by the Employer.
METROPOLITAN FINANCIAL CORPORATION
EXECUTIVE MANAGEMENT SEVERANCE PAY PLAN
First Declaration of Amendment
______________________________
Pursuant to resolution of the Metropolitan Financial Corporation Board
of Directors, the Metropolitan Financial Corporation Executive
Management Severance Pay Plan is amended by adding a new Section 6.6
which reads as follows:
"6.6 Special Restrictions. Notwithstanding any other provision of the
Plan to the contrary, the provisions of this Section 6.6 apply in the
case of any Eligible Employee who is employed by an Employer that is a
"savings association" within the meaning of 12 USC 1813(b)(1) (an
"Association") to the extent a benefit is otherwise required to be
provided to the Eligible Employee by the Association.
(1) The Association's board of directors may terminate the Eligible
Employee's employment at any time, but any termination by the
Association's board of directors, other than termination for cause,
shall not prejudice the Eligible Employee's right to benefits under the
Plan. The Eligible Employee shall have no right to receive compensation
or other benefits for any period after termination for cause.
Termination for cause shall include termination because of the Eligible
Employee's personal dishonesty, incompetence, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule, or regulation
(other than traffic violations or similar offenses) or final cease-and-
desist order, or material breach of any provision of an employment
contract.
(2) If the Eligible Employee is suspended and/or temporarily prohibited
from participating in the conduct of the Association's affairs by a
notice served under section 8(e)(3) or (g)(1) of the Federal Deposit
Insurance Act (12 USC 1818(e)(3) and (g)(1)), the Association's
obligations under the Plan shall be suspended as of the date of service
unless stayed by appropriate proceedings. If the charges in the notice
are dismissed, the Association may in its discretion (1) pay the
Eligible Employee all or part of the benefits withheld while its
contract obligations were suspended and (2) reinstate (in whole or in
part) any of its obligations which were suspended.
(3) If the Eligible Employee is removed and/or permanently prohibited
from participating in the conduct of the Association's affairs by an
order issued under section 8(e)(4) or (g)(1) of the Federal Deposit
Insurance Act (12 USC 1818(e)(4) or (g)(1)), all obligations of the
Association under the Plan shall terminate as of the effective date of
the order, but vested rights of the Eligible Employee shall not be
affected.
(4) If the Association is in default (as defined in section 3(x)(1) of
the Federal Deposit Insurance Act), all obligations under the Plan shall
terminate as of the date of default, but this clause (d) shall not
affect any vested rights of the Eligible Employee.
(5) All obligations under the Plan shall be terminated, except to the
extent determined that continuation of the Plan is necessary for the
continued operation of the Association:
(1)by the Director of the Office of Thrift Supervision or his or her
designee, at the time the Federal Deposit Insurance Corporation or the
Resolution Trust Corporation enters into an agreement to provide
assistance to or on behalf of the Association under the authority
contained in section 13(c) of the Federal Deposit Insurance Act; or
(2)by such Director or his or her designee, at the time the Director or
his or her designee approves a supervisory merger to resolve problems
related to operation of the Association or when the Association is
determined by the Director to be in an unsafe or unsound condition.
Any rights of the parties that have already vested, however, shall not
be affected by such action.
(6) Any payments made by the Association to the Eligible Employee
pursuant to the Plan, or otherwise, are subject to and conditioned upon
their compliance with 12 USC 1828(k) and any regulations promulgated
thereunder."
The foregoing amendment is effective as of March 23, 1993.
METROPOLITAN FINANCIAL CORPORATION
EXECUTIVE MANAGEMENT SEVERANCE PAY PLAN
Second Declaration of Amendment
_______________________________
Pursuant to resolution of the Metropolitan Financial Corporation Board
of Directors, the Metropolitan Financial Corporation Executive
Management Severance Pay Plan is amended in the following manner:
(ii) Section 2.7 is amended to read as follows:
"2.7Eligible Employee. An "Eligible Employee" is an individual who
performs services for an Employer as a common law employee and (a) is
classifed as a "regular" employee pursuant to the Employer's applicable
employment policies, and (b) has a salary grade classification of 21 or
above."
(iii) Section 4.1(B) is amended to read as follows:
"(B)For purposes of Subsection (A), "days of pay" with respect to an
Eligible Employee equals the product of the number of continuous
calendar years between his or her adjusted date of hire (as reflected in
the Employer's personnel files and, if applicable, as limited by
Appendix A) and his or her Termination Date multiplied by seven. For
any such period of employment that is less than 12 complete calendar
months, the following "days of pay" will be assigned:
(1)one "day of pay" if the period includes at least two but less than
four calendar months;
(2)two "days of pay" if the period includes at least four but less than
six calendar months;
(3)three "days of pay" if the period includes at least six but less than
eight calendar months;
(4)four "days of pay" if the period includes at least eight but less
than ten calendar months; and
(5)five "days of pay" if the period includes at least ten but less than
12 calendar months."
(iv) A new Appendix A is added to the Plan as follows:
"Appendix A
Limitation on Adjusted Date of Hire
for Certain Eligible Employees
For purposes of determining "days of pay" under Section 4.1(B) of the
Plan, the adjusted date of hire of an Eligible Employee who was employed
with an acquired entity named below immediately prior to employment with
an Employer will in no case precede the date indicated.
Acquired Entity Earliest Adjusted Date of Hire
Rocky Mountain Bank, FSB
or any related entity December 16, 1988"
The foregoing amendments are effective as of January 1, 1994.