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EXHIBIT 10(y)
Form
10-K for 1994
File
No. 1-11237
AT&T CAPITAL CORPORATION
EXECUTIVE BENEFIT PLAN
This is a summary of the benefits available to eligible
members under
the AT&T Capital Corporation Executive Benefit Plan. More
detailed
information is provided in the official plan documents. If there
is a
conflict between statements in this summary and the terms of the
plan
documents, the plan documents will control and govern the
operation of the
Executive Benefit Plan. AT&T Capital Corporation reserves the
right to
modify, suspend, change, or terminate the Executive Benefit Plan
at any
time. Questions about your benefits should be addressed to the
Corporate
Benefit Office. Because of the many detailed provisions of the
Executive
Benefit Plan, no one other than the Corporate Benefit Office is
authorized
to advise you about your benefits. AT&T Capital Corporation
cannot be bound
by statements made by unauthorized personnel.
PURPOSE
The AT&T Capital Corporation Executive Benefit Plan is
designed to
provide deferred compensation benefits to certain members of the
Corporate
Leadership Forum of AT&T Capital Corporation by:
Providing an additional source of income at retirement based
on a
percentage of your final pay if you meet certain requirements
upon
termination of your employment, and
Allowing you to defer receipt of up to 4% of your pay until
you
terminate employment.
[Chairman/CEO only]
In addition, this summary describes additional benefits that
AT&T
Capital Corporation will provide to replace your benefits under
AT&T's
Senior Management Plans and Programs.
[Continue for all participants]
This summary refers to AT&T Capital Corporation and its
subsidiaries
collectively as the "Company."
The Executive Benefit Plan is considered an "unfunded" plan
under the
Employee Retirement Income Security Act of 1974, as amended, (see
the
"Payment Of Benefits And Plan Funding" section). One advantage of
the
"unfunded" nature of the Executive Benefit Plan is that you will
not have
to pay taxes on amounts credited to your account until paid to
you.
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PARTICIPATION
You are a participant in the Executive Benefit Plan, if you
are:
An employee of the Company on or after January 1, 1994, who
is
eligible to participate in the AT&T Capital Corporation
Retirement and
Savings Plan, and
A member of AT&T Capital Corporation's Corporate Leadership
Team or
Strategic Business Leaders, as of January 1, 1994, or you are a
member of
the AT&T Capital Leadership Forum, and
Designated to be eligible by the Compensation Committee of
AT&T
Capital Corporation's Board of Directors.
EXECUTIVE RETIREMENT BENEFIT
ELIGIBILITY AND AMOUNT
[Chairman/CEO benefits]
You will be eligible to receive your executive retirement
benefit if
your employment with the Company terminated after you reach age
55. If you
are eligible, the amount of your annual executive retirement
benefit (less
any applicable reductions see below) will be a percentage of your
"final
pay" determined as follows:
Termination of Employment at Age: Percentage of Final Pay
55 35%
56 36%
57 37%
58 38%
59 39%
60 or later 40%
[CLT benefits]
If you became a member of the CLT before January 1, 1994,
you will be
eligible to receive your executive retirement benefit if your
employment
with the Company is terminated after completing 10 years of
service and
reaching age 58. If you are eligible, the amount of your annual
executive
retirement benefit (less any applicable reductions see below)
will be a
percentage of your "final pay" determined as follows:
Termination of Employment at Age: Percentage of Final Pay
58 38%
59 39%
60 or later 40%
If you became a member of the CLT after December 31, 1993,
you will be
eligible to receive your executive retirement benefit if you
terminate
employment with the Company after completing 15 years of service
and after
reaching age 58. If you are eligible, the amount of your annual
executive
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retirement benefit (less any applicable reductions see below)
will be a
percentage of your "final pay" determined as follows:
Termination of Employment at Age: Percentage of Final Pay
58 35%
59 36.5%
60 or later 38%
[SBU Head benefits]
You are eligible to receive your executive retirement
benefit if you
terminate employment with the Company after completing 20 years
of service
and reaching age 58. If you are eligible, your annual executive
retirement
benefit (less any applicable reductions see below) will be a
percentage of
your "final pay" determined as follows:
Termination of Employment at Age: Percentage of Final Pay
58 35%
59 36.5%
60 or later 38%
Under the Executive Benefit Plan, all your years and months
of service
include:
service with AT&T Capital Corporation;
service before January 1, 1994 with AT&T or and "affiliate"
of AT&T
will affiliated with AT&T; and
service with a subsidiary of AT&T Capital Corporation after
AT&T
Capital Corporation acquired at least 50% ownership of the
subsidiary.
Service with a subsidiary before AT&T Capital Corporation
acquired at
least 50% ownership of the subsidiary is not counted unless the
Compensation Committee (or its delegate) specifically resolves to
count
pre-acquisition service.
Two companies are "affiliated" if, under Internal Revenue
Service
rules, they are under common control - generally, they are at
least 80%
commonly owned.
[All participants]
Unless the Compensation Committee (or its delegate)
specifically
determines otherwise, you will be eligible for an executive
retirement
benefit only if you are a member of AT&T Capital Corporation's
Corporate
Leadership Forum when you leave the Company.
The amount of your executive retirement benefit will be
reduced by
amounts payable to you under:
The AT&T Capital Corporation Retirement and Savings Plan,
the AT&T
Capital Corporation Excess Benefit Plan, and the AT&T Capital
Corporation
Compensation Limit Excess Plan, to the extent attributable to
"uniform
points contributions" under those plans,
The AT&T Capital Corporation Supplemental Executive
Retirement Plan,
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The AT&T Management Pension Plan, and
Any other nonqualified pension plan sponsored by AT&T or the
Company
in which you participate or had participated.
Under the Executive Benefit Plan, "pay" means your cash
compensation
from the Company before reductions for taxes or before-tax
contributions to
any of the Company's employee benefit plans, including your base
salary,
any applicable commissions, short term bonuses, and awards and
payments
under the Company's Annual Incentive Plan (or any successor plan)
to the
extent includible in your taxable income. However, your "pay"
under the
Executive Benefit Plan does not include awards or payments under
the
Company's long term incentive award programs such as the AT&T
Capital
Corporation Share Performance Incentive Plan and Long Term
Incentive Plan.
"Final Pay" means your pay during the 12 calendar months
immediately
preceding the date you leave the Company, or if greater,
one-third of your
pay during the 36 calendar months immediately preceding the date
you leave
the Company.
PAYMENT OF EXECUTIVE RETIREMENT BENEFIT
Your executive retirement benefit will be paid in monthly
installments
beginning as of the first day of the month after you terminate
employment
with the Company. In general, your benefit will be paid in the
form of a:
Life annuity if you are not married, or
Joint and 45% survivor annuity with your spouse as your
contingent
annuitant if you are married.
However, the Company, in its sole discretion, may elect to
pay your
executive retirement benefit to you in any form available under
the
Retirement and Savings Plan that it considers appropriate.
If you are married and you die after you have become
eligible for, but
before you have begun to receive, your executive retirement
benefit, a
survivor annuity will be paid to your surviving spouse equal to
45% of the
benefit that would have been payable had you terminated
employment and
begun to receive your benefit.
SUPPLEMENTAL SAVINGS
The AT&T Capital Corporation Retirement and Savings Plan
allows
participants to contribute on a before-tax or after-tax basis up
to 12% of
pay. Under certain prior AT&T plans, participants were allowed to
contribute up to 16% of pay.
So that you may save as much as possible for your
retirement, the
Executive Benefit Plan allows you to have the Company deduct, on
a
before-tax basis, up to 4% of your pay from your paycheck and to
have the
deduction credited to an account established by the Company on
your behalf.
To defer up to 4% of your pay for any year, you must file a
written
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election with the Compensation Committee by December 31 of the
prior year.
For example, You must make your election to defer your 1994 pay
by December
31, 1993.
EARNINGS ON YOUR ACCOUNT
Your supplemental savings under the Executive Benefit Plan
will be
credited to an account on the Company's or recordkeeper's books.
The amounts in your account will be deemed to be
periodically invested
and reinvested in designated investment fund shares identified by
the
Company.
Your account will be adjusted to reflect gains, losses, and
earnings
as though the amount were in fact invested and reinvested in
investment
fund shares.
At present it is not clear whether allowing members to
direct their
own investments is practicable or may jeopardize the plan's
"unfunded"
status.
Consequently your investment directions will not be applied
to your
supplemental savings at this time. The Administrative Committee
will
instead credit your account with interest at a rate no less than
the rate
of return on investments in the Merrill Lynch Government Fund, or
a similar
investment option.
PAYMENT Of YOUR SUPPLEMENTAL SAVINGS
Your supplemental savings account will be paid to you in 60
monthly
installments beginning as of the later of the first day of the
month after:
You reach age 65, or
You terminate employment with the Company (or any
affiliate).
However, the Company, in its sole discretion, may elect to:
Pay your benefit to you in any form available under the
Retirement and
Savings Plan that it considers appropriate, and/or
Begin to pay your benefit as of the first day of any month
after
termination of your employment if you terminate before your 65th
birthday.
If you die before you have received your supplemental
savings account,
the balance will be paid in a lump sum to your spouse or, if not
married,
your beneficiary under the Retirement and Savings Plan.
OTHER BENEFITS [Chairman/CEO only]
In addition to the other benefits described in this summary,
AT&T
Capital Corporation will provide you with the following benefits
to which
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you were previously entitled under AT&T's Senior Management Plans
and
Programs:
AT&T intends to continue your coverage under, and AT&T
Capital
Corporation will pay AT&T for premiums associated with, the:
Senior Management Basic Life Insurance Program, and
Senior Management Individual Life Insurance Program
AT&T Capital Corporation also will create a program, through
insurance
or otherwise:
To duplicate the benefits you would have been entitled to
receive
under the AT&T Senior Management Long-Term Disability and
Survivor
Protection Plan ("SMLTDSPP"), except that you will be eligible
for the
"Minimum Retirement Benefit" under that plan if you terminate
employment on
or after your 60th birthday;
To duplicate the "Surviving Spouse Benefit" that would have
been
payable under the SMLTDSPP if you die before your 55th birthday;
To provide a benefit equal to the greater of (i) the
"Surviving Spouse
Benefit" that would have been payable under the SMLTDSPP or (ii)
the normal
survivor benefit payable under the Executive Benefit Plan, if you
die on or
after your 55th birthday; and
To duplicate the accident, sickness, pensioner death, and
other
post-retirement death benefits under the "Death Benefits"
provisions for
Senior
Managers in the AT&T Non-Qualified Pension Plan if you terminate
employment
on or after your 60th birthday or if you become disabled.
CLAIM AND APPEAL PROCEDURES
CLAIM PROCEDURES
If you are eligible, your Executive Benefit Plan benefit
will be paid
automatically upon termination of your employment from the
Company. If you
believe you are eligible and you don't receive a Executive
Benefit Plan
benefit, you have a right to file a written application for
benefits to the
Compensation Committee at the address listed in the
"Administrative
Information" section.
If your claim for benefits is denied, either in whole or in
part, you
will receive written notification from the Compensation
Committee. This
written notification will include:
The specific reason or reasons for the denial,
Specific reference to pertinent Executive Benefit Plan
provisions on
which the denial was based,
A description of any additional material or information
necessary to
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perfect the claim and an explanation of why the material or
information is
necessary, and
Appropriate information about the steps to be taken if you
or a person
authorized to represent you wishes to submit the claim for
review.
The Compensation Committee will respond to your claim within
90 days
after it receives your claim submitted according to the
procedures
described in this section. This 90-day period may be extended up
to an
additional 90 days if the Compensation Committee notifies you
before the
original 90-day period expires.
If a claim for benefits is denied, in whole or in part, or
if you
believe that benefits under the Executive Benefit Plan to which
you are
entitled have not been provided, you or your authorized
representative may
appeal this denial or other action by the Compensation Committee.
APPEAL PROCEDURES
You must appeal in writing within 60 days after you receive
notification of the Compensation Committee's decision or, if you
didn't
receive notification, within 60 days after the 90-day period has
lapsed.
Send your written request for review of any denied claim or other
disputed
matter directly to the Board of Directors at the Company's
address listed
in the "Administrative Information" section. The person sending
the request
has the right to:
Review pertinent plan documents. You can obtain them by
following the
procedures described under the "Plan Documents" section, and
Send to the Board of Directors a written statement of the
issues and
any other documents in support of the claim for benefits or other
matter
under review.
The Board of Directors will provide a written response to
the appeal
within 60 days after it is received. The 60-day period may be
extended up
to an additional 60 days if the Board of Directors notifies you
before the
original 60-day period expires. If the Board of Directors does
not respond
within 60 (or 120) days, you may consider the claim denied.
The Board of Directors serves as the final review committee
under the
Executive Benefit Plan and has sole and complete discretionary
authority to
determine conclusively for all parties, and in accordance with
the terms of
the documents or instruments governing the Executive Benefit
Plan, any and
all questions arising from administration of the Executive
Benefit Plan and
interpretation of all plan provisions, determination of all
questions
relating to participation of eligible members and eligibility for
benefits,
determination of all relevant facts, the amount and type of
benefits
payable to any participant, and construction of all terms of the
Executive
Benefit Plan.
Notwithstanding the foregoing, AT&T Capital Corporation has
sole and
complete discretionary authority to determine questions relating
to
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eligibility of participants for membership in the Executive
Benefit Plan
and to amend or terminate the Executive Benefit Plan at any time.
Respective decisions by the Compensation Committee and the Board
of
Directors shall be conclusive and binding on all parties and not
subject to
further review.
Please note that the Executive Benefit Plan requires that
you pursue
all your claim and appeal rights described in this section before
you seek
any other legal recourse regarding claims for benefits.
RIGHTS OF A PLAN PARTICIPANT OR BENEFICIARY UNDER ERISA
As a participant in the AT&T Capital Corporation Executive
Benefit
Plan, you have these rights and protections under ERISA:
You can examine, without charge, all plan documents and the
copies of
all documents filed by the plan with the U.S. Department of
Labor. You may
examine these documents at the Plan Administrator's office. See
the
"Administrative Information" section for information about where
you can
examine these documents.
You can obtain copies of all plan documents and other plan
information
upon written request to the Plan Administrator. You will be
charged a
reasonable fee for copies of the documents requested unless
federal law
requires that they be furnished without charge. See the
"Administrative
Information" section to learn where to direct correspondence.
No one, including your employer or any other person, may
fire you or
otherwise discriminate against you in any way to prevent you from
obtaining
a benefit or exercising your rights under ERISA.
If your claim for benefits is denied in whole or in part,
you will
receive a written explanation of the reason for the denial. If
you do not
hear from the appropriate party within the designated time frame,
your
claim or appeal is considered denied. You have the right to have
the
appropriate party review and reconsider your claim. (See the
"Claim and
Appeal Procedures" section.)
Under ERISA, there are steps you can take to enforce the
above rights.
For instance, if you request materials from the plan and do not
receive
them within 30 days, you may file suit in a federal court. In
such cases,
the court may require the Company to provide the materials and
pay you up
to $100 a day until you receive the materials, unless the
materials were
not sent for reasons beyond the control of the Company. If you
have a claim
for benefits that is denied or ignored, in whole or in part, you
may file
suit in a state or federal court.
If you are discriminated against for asserting your rights
under
ERISA, you may seek assistance from the U.S. Department of Labor,
or you
may file suit in federal court. The court will decide who will
pay court
costs and legal fees. If you are successful, the court may order
the person
you have sued to pay these costs and fees. If you lose, the court
may order
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you to pay costs and fees, for example, if it finds your claim to
be
frivolous.
For answers to questions about the Executive Benefit Plan,
contact the
Compensation Committee. See the "Administrative Information"
section for
information about whom to contact. If you have any questions
about this
statement of your rights, or about your rights under ERISA,
contact the
nearest area office of the Pension and Welfare Benefits
Administration,
U.S. Department of Labor.
ADMINISTRATIVE INFORMATION
PLAN NAME
The official plan name is the AT&T Capital Corporation
Executive
Benefit Plan.
PLAN ADMINISTRATOR
The Plan Administrator for the AT&T Capital Corporation
Executive
Benefit Plan is AT&T Capital Corporation. The Compensation
Committee of
AT&T Capital Corporation's Board of Directors administers the
Executive
Benefit Plan on AT&T Capital Corporation's behalf.
COMPENSATION COMMITTEE
The Compensation Committee may be contacted in writing at
AT&T Capital
Corporation, 44 Whippany Road, Morristown, New Jersey 07962.
LEGAL SERVICE
Direct process of legal service to AT&T Capital Corporation,
44
Whippany Road, Morristown, New Jersey 07962 (Attn: General
Counsel).
CORPORATE BENEFIT OFFICE
AT&T Capital Corporation
Attn: Corporate Benefit Office
44 Whippany Road
Morristown, New Jersey 07962
201-397-3256
PLAN RECORDS, PLAN YEAR, AND TYPE OF PLAN
The AT&T Capital Corporation Executive Benefit Plan is
considered a
"top hat plan" under ERISA, established for a select group of
management or
highly compensated members. The Executive Benefit Plan is a
nonqualified
pension plan under the Internal Revenue Code. Benefits under the
Executive
Benefit Plan are not guaranteed by the Pension Benefit Guarantee
Corporation.
The Executive Benefit Plan and all records are kept on a
calendar-year
basis--beginning January 1 and ending December 31.
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EMPLOYER AND PLAN IDENTIFICATION NUMBERS
AT&T Capital Corporation and the Executive Benefit Plan are
identified
by the following numbers under Internal Revenue Service rules:
Description Number
Employer Identification Number
(assigned by the IRS) 22-3211453
Plan Identification Number (assigned
by AT&T Capital Corporation) 005
PLAN DOCUMENTS
The information contained in this summary provides only the
highlights
of the AT&T Capital Corporation Executive Benefit Plan. It does
not attempt
to cover all the details in the official plan documents. These
documents
legally govern the operation of the Executive Benefit Plan.
You can review the plan documents at the Corporate Benefit
Office
during normal working hours. You must submit your request to
review in
writing and allow 10 days for your request to be processed. If
you submit a
written request to the Corporate Benefit Office, you can obtain
copies of
these documents within 30 days. You will be charged a reasonable
fee for
the copies unless federal law requires that the documents be
furnished
without charge.
Submit all requests in writing to the Corporate Benefit Office.
NONTRANSFERABILITY OF BENEFITS
You or your beneficiary may not assign or transfer amounts
under the
Executive Benefit Plan. Similarly, amounts credited to your
account may not
be used to pay your debts or obligations. However, the Executive
Benefit
Plan will comply with a qualified federal tax levy.
PAYMENT OF BENEFITS AND PLAN FUNDING
The Executive Benefit Plan is considered an "unfunded"
deferred
compensation plan under ERISA and the Internal Revenue Code.
However, AT&T
Capital Corporation may establish a trust to which it may make
contributions to fund its obligations under the Executive Benefit
Plan.
Funds are held in the trust to pay benefits for Executive Benefit
Plan
participants. However, if the Company becomes insolvent, the
trust may be
used to pay benefits to the general creditors of the Company.
Executive
Benefit Plan benefits will be paid primarily from this trust. If
there are
insufficient assets in the trust, Executive Benefit Plan benefits
will then
be paid from the general assets of the Company.
TRUSTEE
The trustee is Merrill Lynch Trust Company, 300 Davidson
Avenue,
Somerset, New Jersey 08873.
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PLAN CONTINUATION
The Compensation Committee of the Board of Directors of AT&T
Capital
Corporation (or its delegate) reserves the right to modify,
suspend,
change, or terminate the Executive Benefit Plan at any time. AT&T
Capital
Corporation does not guarantee the continuation of any benefits
during
employment, nor does it guarantee any specific level of benefits.
Also,
benefits are provided at AT&T Capital Corporation's discretion
and do not
create a contract of employment.