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Exhibit 10(g)
CENTERRE EXECUTIVE RETIREMENT PROGRAM
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SECTION I
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DEFINITIONS
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A. "Average Compensation" means one-third of the aggregate Compensation during
the three consecutive calendar years which give rise to the highest
aggregate.
B. "Committee" means the Plan committee appointed pursuant to Section V.
C. "Company" means Centerre Bancorporation.
D. "Compensation" means annual rate of remuneration paid to an Employee,
(determined as of each February 1 if the Participant is an Employee
on such date), including bonuses earned under the Centerre Executive
Incentive Compensation Plan during the prior year but excluding all other
forms of irregular payments.
E. "Effective Date" means January 1, 1983.
F. "Employee means a person employed by the Employer.
G. "Employer" means Company, Centerre Trust Company, Centerre Bank or any
other corporation which adopts the plan with the consent of the Company
and in which the majority of the issued and outstanding voting stock is
owned directly or indirectly by the Company.
H. "Participant" means a current Employee who has satisfied the eligibility
requirements of Section II.
#P" "
I. "Pension Credited Service" is the total number of years (and fractions
thereof) of Pension Credited Service as of the date of computation as
determined for purposes of calculating benefits under the Centerre
Bancorporation Retirement Income Plan, Centerre Trust Company Retirement
Plan and the Centerre Bank Retirement Income Plan.
J. "Plan" means Centerre Executive Retirement Program.
K. "Social Security Estimate" means the estimated amount determined by the
Committee of the annual Primary Insurance Amount under the Act in effect
as of the date of computation adjusted for early retirement if retirement
occurs after age 62 or adjusted as though retirement age were 62, in the
event retirement occurs prior to age 62.
L. "Special Deferred Income" means the amount determined by the Committee,
actuarially adjusted to reflect the form of benefit payable under the
Plan, payable as a retirement allowance under an employment agreement with
the Employer excluding benefits under the Centerre Bancorporation
Incentive Compensation Plan.
SECTION II
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ELIGIBILITY
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On and after the Effective Date, the Committee may, in its discretion, make
any highly paid key Employee a Participant provided that the total number
of Participants shall not exceed 1.5% of the total number of Employees.
Notwithstanding the preceding an Employee shall not become a Participant
unless the
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Employee and the Employer have both executed a participation agreement
(substantially in the form contained in Appendix A) provided by the
Committee.
SECTION III
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RETIREMENT DATES
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A. Normal Retirement Date - A Participant's Normal Retirement
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Date shall be the date he attains age 65.
B. Early Retirement Date - A Participant's Early Retirement Date shall
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be the date he attains age 55 but not age 65, has 10 years of Pension
Credited Service, and ceases employment with the Employer other than
by death.
C. Postponed Retirement Date - A Participant's Postponed Retirement Date
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shall be the date he ceases employment with the Employer after his
Normal Retirement Date other than by death.
SECTION IV
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PENSION BENEFITS
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A. Normal Retirement Benefit -
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A Participant who retires at his Normal Retirement Date shall receive,
commencing on the first day of the month coincident with or next following
his Normal Retirement Date, a monthly Normal Retirement Benefit for his
life equal to one-twelfth of (1) minus (2) below:
(1) 2.25% of Average Compensation multiplied by his years (and fractions
thereof) of Pension Credited Service (up to a maximum of ten such
years) plus 1.75% of
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Average Compensation multiplied by his years (and fractions thereof) of
Pension Credited Service in excess of ten (up to a maximum of ten such
years) plus 1.00% of Average Compensation multiplied by his years (and
fractions thereof) of Pension Credited Service in excess of twenty
(up to a maximum of ten such years) plus .50% of Average Compensation
multiplied by his years (and fractions thereof) of Pension Credited
Service in excess of thirty (up to a maximum of ten such years).
(2) Annual amounts of benefits payable at his Normal Retirement Date
(determined without regard to any options elected) under the
(a) Centerre Bancorporation Retirement Income Plan, (b) Centerre Trust
Company Retirement Income Plan, (c) Centerre Bank Retirement Income
Plan, (d) Special Deferred Income and (e) Social Security Estimate.
B. Early Retirement Benefit -
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(1) A Participant who retires at his Early Retirement Date shall
receive a monthly Early Retirement Benefit commencing on the
first day of the month coincident with or next following his
Early Retirement Date equal to the monthly benefit to which he
would be entitled at his Normal Retirement Date as calculated under
Section IV A above based on his year of Pension
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Credited Service and Average Compensation up to such Early
Retirement Date, such benefit to be reduced by one-sixth of 1% for
each of the first 36 full months (2% per year) between his Early
Retirement Date and his Normal Retirement Date and further reduced
by five-twelfths of 1% for each full month in excess of 36 months
(5% per year) between his Early Retirement Date and his Normal
Retirement Date.
(2) Notwithstanding any other provision of the Plan, a Participant
who retires prior to age 62 and receives the early retirement
benefit described in B.1 shall receive an additional monthly
benefit until the earlier of his death or attainment of age 62
equal to one-twelfth the Social Security Estimate.
C. Postponed Retirement Benefit -
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A Participant who retires at his Postponed Retirement Date shall receive
a monthly Postponed Retirement Benefit for his life in an amount equal
to the amount of monthly benefit he would have received at his Normal
Retirement Date.
D. Optional Forms -
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If an optional form of benefit is elected prior to the participant's
termination of employment and becomes effective with respect to the
benefits of a Participant under the Centerre Bancorporation Retirement
Income Plan,
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the Centerre Trust Company Retirement Plan or the Centerre Bank
Retirement Income Plan, then the benefits under the Plan shall
automatically be converted into the same optional form based on the
same actuarial factors and with the same beneficiaries.
E. Death Benefits -
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If a death benefit with respect to the Participant (other than under an
optional form of benefit) is paid to any person under the Centerre
Bancorporation Retirement Income Plan, the Centerre Trust Company
Retirement Plan or the Centerre Bank Retirement Income Plan, then the Plan
shall pay a death benefit to such person which bears the same ratio to the
monthly amount the Participant would have received if he had retired on the
date of his death that the death benefit under such plan bears to the
monthly amount the Participant would have received under such plan if he had
retired on the date of his death.
SECTION V
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ADMINISTRATION AND CLAIMS PROCEDURE
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A. The Chief Executive Officer of the Company shall appoint a Committee of
three persons, who shall serve without compensation at the pleasure of
the Chief Executive Officer.
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Upon death, resignation or inability of a Committeeman to continue,
the Chief Executive Officer shall appoint a successor. The General
Counsel of Centerre Bank, National Association shall not serve as a
member of the Committee.
B. The Committee shall construe, interpret and administer all provisions
of the Plan and a decision of a majority of the then Committeemen shall
govern.
C. A decision of the Committee may be made by a written document signed
by a majority of the then Committeemen or by a meeting of the
Committee. The Committee may authorize any of its members to sign
documents or papers on its behalf.
D. The Committee shall appoint a Chairman from among its members, and
a Secretary who need not be a Committeeman. The Secretary shall keep
all records of meetings and of any action by the Committee and any and
all other records desired by the Committee. The Committee may appoint
such agents, who need not be members of the Committee, as it may deem
necessary for the effective exercise of its duties, and may, to the extent
not inconsistent herewith, delegate to such agents any powers and duties,
both ministerial and discretionary, as the Committee may deem expedient and
appropriate.
E. No Committeeman, as such, shall make any decision or take any action
covering exclusively his own benefits under the Plan, if he be an
Employee, but all such matters shall be decided by a majority of the
remaining Committeemen or, in
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the event of inability to obtain a majority, by the Chief Executive
Officer of the Company.
G. A Participant or beneficiary or other person who believes that he is
being denied a benefit to which he is entitled (hereinafter referred
to as "Claimant") may file a written request for such benefit with the
Committee setting forth his claim. The request must be addressed to:
Committee, Centerre Executive Retirement Program, One Centerre Plaza,
St. Louis, Missouri 63101.
H. Upon receipt of a claim the Committee shall advise the Claimant
that a reply will be forthcoming within 90 days and shall in fact
deliver such reply within such period. However, the Committee may
extend the reply period for an additional 90 days for reasonable
cause. If the claim is denied in whole or in part, the Committee will
adopt a written opinion using language calculated to be understood
by the Claimant setting forth:
1. the specific reason or reasons for denial,
2. the specific references to pertinent Plan provisions
on which the denial is based,
3. a description of any additional material or information
necessary for the Claimant to perfect the claim and an
explanation why such material or such information is necessary,
4. appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review, and
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5. the time limits for requesting a review under Subsection I and for
the review under Subsection J.
I. Within sixty days after the receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that the
General Counsel of Centerre Bank review the determination of the
Committee. Such request must be addressed to: General Counsel, Centerre
Bank, National Association, One Centerre Plaza, St. Louis, Missouri 63101.
The Claimant or his duly authorized representative may, but need not,
review the pertinent documents and submit issues and comments in
writing for consideration by the General Counsel. If the Claimant
does not request a review of the Committee's determination by the
General Counsel within such sixty-day period, he shall be barred and
estopped from challenging the Committee's determination.
J. Within sixty days after the General Counsel's receipt of a request for
review, he will review the Committee's determination. After considering
all materials presented by the Claimant, the General counsel will
render a written opinion, written in a manner calculated to be
understood by the Claimant, setting forth the specific reasons for the
decision and containing specific references to the pertinent Plan
provisions on which the decision is based. If special circumstances
require that the sixty-day time period be extended, the General
Counsel will so notify the Claimant
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and will render the decision as soon as possible but not later than
120 days after receipt of the request for review.
SECTION VI
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MISCELLANEOUS
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A. Plan Year
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The Plan shall operate on a calendar year basis.
B. Spendthrift
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No Participant or beneficiary shall have the right to assign, transfer,
encumber or otherwise subject to lien any of the benefits payable or to
to be payable under this Plan.
C. Incapacity
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If, in the opinion of the Committee, a person to whom a benefit is
payable is unable to care for his affairs because of illness, accident or
any other reason, any payment due the person, unless prior claim
therefor shall have been made by a duly qualified guardian or other
duly appointed and qualified representative of such person, may be
paid to some member of the person's family, or to some party who,
in the opinion of the Committee, has incurred expense for such
person. Any such payment shall be a payment for the account of such
person and shall be a complete discharge of any liability.
D. Employee Rights
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The Employer, in adopting this Plan, shall not be held to create or
vest in any Employee or any other person any
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interest, pension or benefits other than the benefits specifically
provided herein, or to confer upon any Employee the right to remain in
the service of the Employer.
E. Service of Process and Plan Administrator
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1. The General Counsel of Centerre Bank, National Association
shall be the agent for service of legal process.
2. The Company shall constitute the Plan Administrator.
F. Benefit Forfeiture
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Notwithstanding the other provisions of the Plan, in the event the
Committee reasonably believes that a Participant has either:
(1) committed an illegal act which has damaged an Employer or
(2) breached any of the provisions of the Participation Agreement
which he entered into pursuant to Section II.
The Committee shall cancel any further payments under the Plan.
G. Unfunded Plan
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The Plan shall be unfunded. Each Employer shall pay to the
Participant that portion of the benefits attributable to the
Participant's employment by that Employer based on the ratio
of the Pension Credited Serviced earned while employed by that Employer.
H. Company Rights
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The Company reserves the right to amend or terminate the Plan.
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I. Employee Contributions
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There shall be no contributions by Employees.
J. Vesting
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A Participant whose employment is terminated prior to the earliest of
his Early Retirement Date or his Normal Retirement Date shall receive
no benefits under the Plan.
IN WITNESS WHEREOF, the Employers have caused this Plan to be
executed by their duly authorized officers this 23rd
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day of February, 1983.
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Centerre Bancorporation
By /s/
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Centerre Trust Company
By /s/
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Centerre Bank
By /s/
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AMENDMENT TO THE
CENTERRE EXECUTIVE RETIREMENT PROGRAM
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WHEREAS, Centerre Bancorporation ("Company") previously adopted the
Centerre Executive Retirement Program ("Plan") for the benefit of eligible
employees; and
WHEREAS, the Company retained the right to amend the Plan pursuant to
Section VI-H; and
WHEREAS, the Company desires to amend the Plan effective as of
January 1, 1988.
NOW, THEREFORE, effective January 1, 1988, the Plan is amended as follows:
1. Sections I-B through I-L are renumbered Sections I-C through
I-M respectively.
2. A new Section I-B is added to read as follows:
"Change of Control" means a change of control of a nature that would
be required to be reported in response to Item 1(a) of the Current Report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, or any comparable successor
provision (the "Exchange Act"). Without limiting the foregoing a Change
of Control shall be deemed to have occurred for the purposes of this
Agreement, regardless of the provisions of the Exchange Act, if (i) any
"person"
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including any "group" of persons, (as such terms are used in Sections
13(d) or 14(d)(2) of the Exchange Act), is or becomes the beneficial
owner (as determined in accordance with Rule 13d-3 promulgated under
the Exchange Act), directly or indirectly, of securities of Centerre
which, when combined with all securities of Centerre theretofore directly
or indirectly beneficially owned by such person, represent 20% or more
of the combined voting power of Centerre's then outstanding securities;
(ii) at any time persons who are directors of Centerre at the date
hereof, together with persons becoming directors of Centerre subsequent
to the date hereof whose election, or nomination for election, was
approved by a vote of at least three-quarters of (or if less, all but
one of) the persons then comprising the Board of Directors of Centerre,
("Continuing Directors") cease for any reason to constitute at least
two-thirds of the directors of Centerre; (iii) Centerre is a party to a
merger or consolidation (other than with a wholly owned subsidiary of
Centerre) in which Centerre is not the surviving parent corporation;
(iv) Centerre is the surviving parent corporation in a merger or
consolidation which results in Continuing Directors prior to such merger
or consolidation ceasing to constitute at least two-thirds of the
directors of Centerre.
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3. Section I-M is deleted and replaced with the following:
"Special Deferred Income" means the amount determined by the
Committee, actuarially adjusted to reflect the form of benefit payable
under the plan, payable as a retirement allowance under an employment
agreement with the employer, excluding (i) benefits payable under the
Centerre Bancorporation Capital Accumulation Plan (formerly known as the
Centerre Bancorporation Savings Plan and the Centerre Bancorporation
Incentive Compensation Plan), (ii) payments under the Executive Deferred
Compensation Plan and (iii) amounts payable under an employment and
deferred compensation agreement entered into between Centerre Trust
Company of St. Louis and John Peters MacCarthy on December 27, 1977.
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4. Section VI-J is deleted and replaced with the following:
"A participant whose employment is terminated other than through
a `Change of Control' prior to the earlier of his Early Retirement
Date or his Normal Retirement Date shall receive no benefits under the
plan. A person whose employment is terminated after a Change of Control or
after attainment of the earlier of his Early Retirement Date or his
Normal Retirement Date shall be fully vested in his benefits under
the Plan."
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IN WITNESS WHEREOF, the Amendment is adopted on this
16th day of June, 1988 effective as of January 1, 1988.
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CENTERRE BANCORPORATION
By /s/
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ATTEST:
/s/
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EXHIBIT F
SECOND AMENDMENT TO THE
CENTERRE EXECUTIVE RETIREMENT PROGRAM
WHEREAS, Centerre Bancorporation ("Company") previously adopted
the Centerre Executive Retirement Program ("Plan") for the benefit of
eligible employees; and
WHEREAS, the Company retained the right to amend the Plan pursuant
to Section VI-H; and
WHEREAS, the Company desires to amend the Plan effective as of
January 1, 1988.
NOW, THEREFORE, effective January 1, 1988, the Plan is amended as follows:
1. Section I-D is deleted and the following is substituted in its
place:
D. "Compensation" means the annual salary paid to an Employee in
a calendar year (prior to any adjustment for contributions to the
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Executive Deferred Compensation Plan and the Centerre Bancorporation Capital
Accumulation Plan), including bonuses earned under the Centerre Executive
Incentive Compensation Plan during the prior year, but excluding all other
forms of irregular payments.
2. Section I-I is deleted and the following is substituted in its
place:
I. "Pension Credited Service" is the total number of years (and
fractions thereof) of Pension Credited Service as of the date of computation
as determined for purposes of calculating benefits under the Centerre
Retirement Plan.
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3. Section IV-A-(2) is deleted and the following is substituted
in its place:
(2) Annual amounts of benefits payable at his Normal Retirement
Date (determined without regard to any options elected) under the (a)
Centerre Retirement Plan, (b) Special Deferred Income and (c) Social
Security Estimate.
4. Section IV-D is deleted and the following is substituted
in its place:
D. Optional Forms - If an optional form of benefit is elected prior
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to the participant's termination of employment and becomes effective with
respect to the benefits of a Participant under the Centerre Retirement Plan,
then the benefits under the Plan shall automatically be converted into the
same optional form based on the same actuarial factors and with the same
beneficiaries.
5. Section IV-E is deleted and the following is substituted
in its place:
E. Death Benefits - If a death benefit payable with respect to a
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Participant (other than under an optional form of benefit) is paid to any
person under the Centerre Retirement Plan, the Plan shall pay a death
benefit which is paid under the Centerre Retirement Plan. The amount of
the death benefit under the Plan will be calculated using the formula in
IV-A of the Plan but subject to the same calculations and adjustments used
in the Centerre Retirement Plan for calculating such death benefit.
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IN WITNESS WHEREOF, the Amendment is adopted on this 21st day of
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September, 1988 effective as of January 1, 1988.
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CENTERRE BANCORPORATION
By: /s/
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ATTEST:
/s/
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THIRD AMENDMENT TO THE
CENTERRE EXECUTIVE RETIREMENT PROGRAM
WHEREAS, Centerre Bancorporation merged into Boatmen's Bancshares, Inc.,
effective December 9, 1988, so that, by operation of law and as reflected
below, Boatmen's Bancshares, Inc. became the "Company" for purposes of the
Centerre Executive Retirement Program ("Plan"), and
WHEREAS, Boatmen's Bancshares, Inc. desires to amend the Plan effective
as of December 9, 1988.
NOW, THEREFORE, effective December 9, 1988, the Plan is amended as follows:
I. Section I-A is deleted and the following is substituted in its place:
A. "Average Compensation" means one-third of the Aggregate Compensation
during the three consecutive calendar years through 1988 which give rise to
the highest aggregate.
II. Section I-D (formerly I-C) is deleted and the following is substituted
in its place:
D. "Company" means Boatmen's Bancshares, Inc.
III. Section I-J (formerly I-I) is deleted and the following is
substituted in its place:
I. "Pension Credited Service" is the total number of years (and
fractions thereof) of Pension Credited Service through 1988 as determined
for purposes of calculating benefits for employees of Centerre Bancorporation
and it subsidiaries under the retirement plans applicable to them prior to
December 9, 1988.
IV. A new Section I-N is added as follows:
N. "Centerre Retirement Plan" means the Boatmen's Bancshares, Inc.
Retirement Plan for Employees.
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V. Section V-I is deleted and the following is substituted in its place:
I. Within sixty (60) days after the receipt by the Claimant of the
written opinion described above, the Claimant may request in writing that the
Compensation and Stock Option Committee of the Company review the determination
of the Committee. Such request must be addressed to: Secretary, Boatmen's
Bancshares, Inc., One Boatmen's Plaza, 800 Market Street, St. Louis,
Missouri 63101. The Claimant or his duly authorized representative may, but
need not, review the pertinent documents and submit issues and comments in
writing for consideration by the Compensation and Stock Option Committee.
If the Claimant does not request a review of the Committee's determination
by the Compensation and Stock Option Committee within such sixty (60) day
period, he shall be barred and estopped from challenging the Committee's
determination.
VI. Section V-J is deleted and the following is substituted in its place:
J. Decisions of the Compensation and Stock Option Committee shall
be final.
VII. Section VI-E-1 is deleted and the following is substituted in its
place:
1. The Secretary of Company shall be the agent for service of legal
process.
IN WITNESS WHEREOF, this Third Amendment is adopted on this 31 day
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of March, 1989, effective as of December 9, 1988.
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BOATMEN'S BANCSHARES, INC.
By /s/
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FOURTH AMENDMENT TO THE
CENTERRE EXECUTIVE RETIREMENT PROGRAM
WHEREAS, Boatmen's Bancshares, Inc., (the "Company") has been informed
by its actuarial consultants that, based upon information provided by the
actuarial consultants of Centerre Bancorporation, the Centerre Executive
Retirement Program (the "Plan") has been consistently administered to
commence benefit service from date of hire, has been communicated to
participants to include service from date of hire and has had all financial
accounting calculations and reserves based upon service from date of hire,
even though the Plan does not reflect the foregoing; and
WHEREAS, the Company desires to amend the Plan to reflect the practices
referred to above, effective as of the conception of the Plan;
NOW, THEREFORE, effective January 1, 1983, the Plan is amended so as to
change the period at the end of Section I-J (formerly I-I) to a semicolon
and to add following it this proviso: "provided, however, that such Pension
Credited Service shall be deemed to have commenced on the date of hire."
IN WITNESS WHEREOF, this Fourth Amendment is adopted on this
twenty-fifth day of June, 1990, effective as of January 1, 1983.
BOATMEN'S BANCSHARES, INC.
BY: /s/
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