EXHIBIT 10.2
FIRST COMMERCE CORPORATION
RETIREMENT BENEFIT RESTORATION PLAN
WHEREAS, First Commerce Corporation (the "Company")
established effective January 1, 1986, as a successor to prior
defined-benefit plans, a defined benefit plan known as the
Retirement Plan for Employees of First Commerce Corporation (the
"Retirement Plan"), designed to qualify under Internal Revenue
Code Section 401(a);
WHEREAS, the Retirement Plan provides benefits for employees
of the Company and each of its subsidiaries and affiliates (each
such employer hereinafter included in the term "Employer");
WHEREAS, for purposes of calculating the benefit of a
participant in the Retirement Plan (a "Retirement Plan
Participant"), since 1989 Internal Revenue Code Section
401(a)(17) has forbidden the Retirement Plan to take into account
earnings in excess of a dollar limit, which limit began at
$200,000 was adjusted upward each year from 1989 to 1993 to
reflect cost-of-living increases and was reduced to $150,000 for
1994;
WHEREAS, Section 415 of the Code limits the amount of
benefit that can accrue for a participant in the Retirement Plan;
WHEREAS, a few Retirement Plan Participants are affected by
the limitations under Code Sections 401(a)(17) and 415, and
accordingly their retirement benefits constitute a smaller
percentage of their earnings than similarly situated participants
who have less earnings;
WHEREAS, the Board of Directors of the Company at its
December 20, 1993, meeting authorized the establishment of a plan
to pay the difference between (1) the benefit the Retirement Plan
Participant would receive under the Retirement Plan if his total
earnings (other than the portion of any bonus in excess of 30% of
base pay) were taken into account and there were no limits under
Code Section 415, and (2) the benefit he actually receives under
the Retirement Plan;
NOW, THEREFORE, effective January 1, 1994, the Company
adopts the First Commerce Corporation Retirement Benefit
Restoration Plan (the "Plan") having the following terms and
conditions:
Section 1.Definitions.
a. An "Employee" is any person employed by an Employer.
b. An Employee's "Retirement Plan Compensation" for a year
shall be the same as his Compensation for that year under the
Retirement Plan as then written.
c. An Employee's "Total Compensation" for a year shall be
the same as his Retirement Plan Compensation for that year,
except that (1) the portion (if any) of an Employee's bonus for
the year in excess of 30% of base pay for the year shall not be
included, and (2) the dollar limitation required by Internal
Revenue Code Section 401(a)(17) to be imposed on Retirement Plan
Compensation shall be ignored.
d. An Employee's "Excess Compensation" for any year shall
be the difference between his Total Compensation and his
Retirement Plan Compensation for that year.
Any capitalized term used in this Plan document that is not
defined herein but is defined in the Retirement Plan document, as
amended, shall have the same meaning as is given to it in the
Retirement Plan document, as amended.
Section 2.Participation.
Every Retirement Plan Participant who in 1993 or any year
thereafter receives Excess Compensation of $1,000 or more shall
become a Participant in the Plan upon such person's Entry Date if
still an Employee on that date. A person's "Entry Date" is the
latest of (a) January 1, 1994, (b) the last day of the year in
which such person becomes fully vested under the Retirement Plan,
or (c) the last day of the first year in which such person has
Excess Compensation of $1,000 or more.
Section 3.Payment of Benefit.
The benefit payable under the Plan shall be known as the
"Restoration Benefit". The Restoration Benefit shall be paid in
the same form and at the same time as the benefit paid to the
Participant under the Retirement Plan.
Section 4.Amount of the Benefit.
The amount of the Restoration Benefit shall be equal to A
minus B, where
"A" = The benefit that the Participant would have
received under the Retirement Plan if (1) Total
Compensation rather than Retirement Plan Compensation
were used to calculate his Accrued Benefit with respect
to each year of participation in the Retirement Plan
after 1988, and (2) the annual benefit limitations
under Code Section 415 did not apply.
"B" = The benefit that the Participant actually
receives under the Retirement Plan.
Section 5.Survivor Benefit.
Upon a Participant's death no benefit shall be paid under
the Plan unless a benefit is payable to a surviving annuitant or
beneficiary under the Retirement Plan. The amount of the benefit
payable to the beneficiary or surviving annuitant under the Plan
shall be equal to the difference between the benefit that would
have been paid under the Retirement Plan if Total Compensation
had been taken into account and there were no annual benefit
limit, and the benefit actually paid under the Retirement Plan.
The benefit shall be paid to the same person, in the same form,
and for the same term as the benefit under the Retirement Plan.
Section 6.Company's Obligation
The Company and the Participant's Employer or Employers
shall be responsible to pay the benefits provided for in this
Plan.
Section 7.Plan Administration.
a. The First Commerce Corporation Employee Benefits
Committee shall be the Plan Administrator.
b. The Plan Administer may appoint such agents, attorneys,
accounts, and actuaries as may be required to administer the
Plan.
c. The Plan Administrator shall make all decisions in
connection with the administration of the Plan, including
decisions concerning eligibility to participate and amounts of
benefits. The Plan Administrator shall have the sole authority
to interpret the Plan, and all of its decisions shall be final
and binding on all persons affected thereby.
Section 8.Assignment.
To the extent that a Participant, survivor annuitant or
beneficiary acquires a contractual right to receive a Restoration
Benefit, such right shall not be subject to assignment, pledge
(including collateral for a loan or security for the performance
of an obligation), encumbrance or transfer. Any attempt to
assign, pledge, encumber or transfer such rights shall not be
recognized.
Section 9.Amendment and Termination.
The Company, through its Board of Directors or any person to
whom it has delegated the power, reserves the right to amend the
Plan, including discontinuing further accrual of benefits
hereunder, provided that no such amendment shall reduce a
Participant's already accrued Restoration Benefit or affect the
vesting of the Restoration Benefit. The Company also reserves
the right to terminate the Plan at any time and distribute to all
Participants the Actuarial Equivalent of their Restoration
Benefit earned to that date.
Section 10.Governing Law.
The Plan shall be governed by the laws of the State of
Louisiana.
Section 11.Funding.
Participants, surviving annuitants and beneficiaries have
only an unsecured right to receive their Restoration Benefits, as
general creditors of their Employers and the Company. The
company, however, has undertaken to fund its obligations through
a Retirement Benefit Restoration Trust, to which it may make
contributions from time to time. Assets of the Trust are subject
to the payment of claims of general creditors of the Company oir
any Employer upon the Company's or Employer's insolvency. The
Company's and Employers' obligations under the Plan are not
limited to the amount in the Trust.
Section 12.Demand for Benefit.
Benefits upon termination of employment shall ordinarily be
paid to a Participant without the need for demand, and to a
surviving annuitant or beneficiary upon receipt of the surviving
annuitant or beneficiary's address and Social Security number
(and evidence of death, if needed). Nevertheless, a Participant
or a person claiming to be a surviving annuitant or beneficiary
can file a claim for benefits with the Committee. The Committee
shall accept or reject the claim within 30 days of its receipt.
If the claim is denied, the Committee shall give the reason for
denial in a written notice calculated to be understood by the
claimant, referring to the Plan provisions that form the basis of
the denial. If any additional information or material is
necessary to perfect the claim, the Committee will identify these
items and explain why such additional material is necessary. If
the Committee neither accepts nor rejects the claim within 30
days, the claim shall be deemed to be denied. Upon the denial of
a claim, the claimant may file a written appeal of the denied
claim to the Committee within 60 days of the denial. The
claimant shall have the opportunity to be represented by counsel
and to be heard at a hearing. The claimant shall have the
opportunity to review pertinent documents and the opportunity to
submit issues and argue against the denial in writing. The
decision upon the appeal must be made no later than the later of
(a) 60 days after receipt of the request for review, or (b) 30
days after the hearing. The Committee must set a date for such a
hearing within 30 days after receipt of the appeal. In no event
shall the date of the hearing be set later than 60 days after
receipt of the notice. If the appeal is denied, the denial shall
be in writing. If an initial claim is denied, and the claimant
is ultimately successful, all subsequent reasonable attorney's
fees and costs of claimant, including the filing of the appeal
with the Committee, and any subsequent litigation, shall be paid
by the Employer unless the failure of the Employer to pay is
caused by reasons beyond its control, such as insolvency or
bankruptcy.
Thus done and signed on this ___ day of June, 1994, in the
presence of the undersigned competent witnesses.
WITNESSES: FIRST COMMERCE CORPORATION
______________________ By: _________________________
Title: ______________________
______________________
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned Notary Public, personally came
and appeared ______________, who being by me sworn did depose and
state that he signed the foregoing Retirement Benefit Restoration
Plan document as a free act and deed on behalf of First Commerce
Corporation for the purpose therein set forth.
_____________________________
SWORN TO AND SUBSCRIBED
BEFORE ME THIS __ DAY
OF JUNE, 1994
______________________________
Notary Public