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Exhibit 10(h)
CENTERRE BANCORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
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ARTICLE 1
PURPOSE
The purpose of this Executive Deferred Compensation Plan is to provide
a means whereby Centerre Bancorporation may provide for the financial security
of a select group of key management employees who have rendered valuable
services so that such employees may be retained and their productive efforts
encouraged.
ARTICLE 2
DEFINITIONS AND CERTAIN PROVISIONS
Beneficiary. "Beneficiary" means the person or persons designated
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under Article 6 to receive benefits upon the death of a Participant.
Benefit Deferral Period. "Benefit Deferral Period" means the period
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of four (4) consecutive Plan Years over which a Participant defers a portion
of his or her Compensation with respect to a Benefit Unit pursuant to
Section 4.1.
Benefit Unit. "Benefit Unit" means a unit enrolled in by a
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a Participant pursuant to Article 4 providing the benefits described in
Article 5.
Committee. "Committee" means the Deferred Compensation Plan
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Committee appointed to administer the Plan under Article 3.
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Company. "Company" means Centerre Bancorporation, a Missouri
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corporation.
Compensation. "Compensation" means the base salary paid to a
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Participant by the Company or a Subsidiary, excluding bonuses, and other
special cash or non-cash compensation, before any reduction pursuant to
this Plan.
Cumulative Deferral Amount. "Cumulative Deferral Amount" means with
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respect to each Benefit Unit the total cumulative amount by which a
Participant's Compensation is reduced over the period prescribed in Section 4.1.
Declared Rate. "Declared Rate" means with respect to any Plan Year,
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Moody's Corporate Bond Yield Average - Monthly Average Corporates as
published by Moody's Investor's Service, Inc. (or any successor thereto)
for the calendar month ending two months before the first month in such
Plan Year, or, if such yield is no longer published, a substantially similar
average selected by the Committee.
Deferral Account. "Deferral Account" means the account maintained
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on the books of the Company for each Benefit Unit pursuant to Section 4.2.
Disability. "Disability" means the inability of a Participant to
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engage in any occupation or employment for remuneration or financial benefit
to himself or others on account of bodily injury or disease incurred while a
Participant, if such inability shall have continued for a period of six
consecutive months and will, in the opinion of a
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qualified physician satisfactory to the Committee, be permanent and continuous
during the remainder of such Participant's lifetime.
Disability Retirement. "Disability Retirement" means with respect
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to any Benefit Unit termination of a Participant's Employment by reason of
a Disability.
Disability Retirement Benefit. "Disability Retirement Benefit" means
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the benefit determined under Section 5.2 with respect to a Benefit Unit.
Eligible Employee. "Eligible Employee" means a key management
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Employee selected by the committee to be eligible to participate in the Plan.
The Committee's selection shall be based upon an objective formula (such as
attainment of a level of compensation, or other objective measure) uniformly
applied, which may change from time to time in the discretion of the Committee.
Employee. "Employee" means any person employed by the Employer on a
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regular full-time salaried basis, including officers of the Employer.
Employer. "Employer" means the Company and any Subsidiary.
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Employment. "Employment" means employed by an Employer.
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Enrollment Agreement. "Enrollment Agreement" means the written
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agreement that shall be entered into between the Employer and an
Eligible Employee pursuant to which the
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Eligible Employee becomes a Participant. In the sole discretion of the
Committee, authorization forms filed by any Participant for the first Plan
Year for which the Plan is effective and by which the Participant makes the
elections provided for by the Plan may be treated as a completed and fully
executed Enrollment Agreement for all purposes under the Plan.
Incentive Rate. "Incentive Rate" with respect to any Plan Year is the
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interest rate designated by the Committee to be credited to the Deferral
Accounts in addition to the Declared Rate pursuant to Paragraphs 4.2(a) and
7.2 hereof. The Incentive Rate shall be six percent (6%) unless the
Committee sets a different rate, and any changes in the Incentive Rate shall
have only prospective application. In no event shall the Incentive Rate be
less than three percent (3%).
Normal Retirement. "Normal Retirement" means with respect to any
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Benefit Unit, termination of a Participant's Employment for reasons other
than death, (a) on or after his Normal Retirement Eligibility Date, (b) within
one (1) year following a 50% or more change in the ownership of the common
stock of the Company or the Participant's Employer, or (c) on such other
date (if any) with respect to which the Committee has consented that a
particular Participant, on a case by case basis, may retire with a Normal
Retirement Benefit without having satisfied (a) or (b), above.
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Normal Retirement Benefit. "Normal Retirement Benefit" means the
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benefit determined under Section 5.1 with respect to a Benefit Unit.
Normal Retirement Eligibility Date. "Normal Retirement Eligibility
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Date" means the date on which the sum of a Participant's age and Years of
Service equal seventy (70).
Participant. "Participant" means an Eligible Employee who has
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filed a completed and executed Enrollment Agreement with the Committee
and is participating in the Plan in accordance with the provisions of
Article 4.
Plan. "Plan" means this Centerre Bancorporation Executive Deferred
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Compensation Plan.
Plan Year. "Plan Year" means the calendar year.
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Subsidiary. "Subsidiary" means a corporation more than 50% of
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whose stock is owned directly or indirectly by the Company.
Survivor Benefit. "Survivor Benefit" means the benefit determined
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under Section 5.4(a) with respect to a Benefit Unit.
Termination Benefit. "Termination Benefit" means the benefit
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determined under Section 5.3 with respect to a Benefit Unit.
Year of Service. "Year of Service" means each complete Plan Year
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(before and after the effective date of the Plan) during the entirety
of which an Employment relationship
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exists between the Employee and the Employer including years during which
an Employee is not a Participant and including employment with an
Employer prior to its becoming a Subsidiary.
ARTICLE 3
ADMINISTRATION OF THE PLAN
A Deferred Compensation Plan Committee shall be appointed by the
Company's Board of Directors to administer the Plan and establish, adopt,
or revise such rules and regulations as it may deem necessary or advisable
for the administration and interpretation of the Plan. Members of the
Committee shall be eligible to participate in the Plan while serving as
members of the Committee, but a member of the Committee shall not vote
or act upon any matter which relates solely to such member's interest in
the Plan as a Participant. The Committee may delegate such of its
responsibilities to such agents as it deems appropriate, and the Company
shall pay their compensation, if any.
ARTICLE 4
PARTICIPATION
4.1 Election to Participate. Any eligible Employee may enroll
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in a Benefit Unit under the Plan effective as of the first day of a Plan
Year (commencing on or after January 1, 1986) by filing a completed
Enrollment Agreement with the Committee prior to the beginning of such
Plan Year. Pursuant to said Enrollment Agreement, the Eligible Employee
shall irrevocably designate a dollar amount by which the aggregate
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Compensation of such Participant shall be reduced over the Benefit Deferral
Period consisting of the four (4) consecutive Plan Years beginning with
the Plan Year next following the execution of the Enrollment Agreement,
provided, however, that:
(a) Discontinuance of Deferral. The Participant's obligation
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to continue deferral for the entire Benefit Deferral Period shall
terminate upon his death. The Committee, in its discretion, may allow a
Participant to discontinue his deferral prior to completion of the Benefit
Deferral Period due to the Participant's termination of Employment or
otherwise.
(b) Minimum Deferral. The Cumulative Deferral Amount for any
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Benefit Unit shall not be less than One Thousand Two Hundred Dollars
($1,200.00) multiplied by the number of Plan Years in the Benefit Deferral
Period.
(c) Reduction in Compensation. Except as otherwise provided
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in this Section 4.1, the Compensation of the Participant for each of the
Plan Years in the Benefit Deferral Period shall be reduced by an amount
equal to the quotient obtained by dividing the Cumulative Deferral
Amount by the number of Plan Years in the Benefit Deferral Period.
(d) Maximum Reduction in Compensation. A Participant may not
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elect a Cumulative Deferral Amount for any Benefit Unit that would
cause the aggregate total reduction in Compensation in any Plan Year
with respect to
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all Benefit Units to exceed ten percent (10%) of the Compensation
otherwise payable to the Participant during the first Plan Year in
the Benefit Deferral Period for such Benefit Unit. In the event that a
Participant elects a Cumulative Deferral Amount that would violate the
limitation described in this paragraph (d), either initially or on
account of a subsequent decrease in Compensation, the election shall be
valid except that the Cumulative Deferral Amount so elected shall
automatically be reduced to comply with such limitation.
(e) Disability Retirement. In the event of a Disability
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Retirement of a Participant with respect to a Benefit Unit, his
Employer shall continue to credit to his Deferral Accounts the amounts
by which his Compensation would have been reduced pursuant to any then
outstanding Enrollment Agreements had there been no Disability Retirement.
For purposes of the Plan, a Benefit Unit shall be deemed to be a Benefit Unit
in which a Participant is enrolled only on and after the first day of the
Benefit Deferral Period with respect to such Benefit Unit.
4.2 Deferral Accounts. The Committee shall establish and maintain
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a separate Deferral Account for each of a Participant's Benefit Units. The
amount by which a Participant's Compensation is reduced pursuant to
Section 4.1 with respect to any Benefit Unit shall be credited by the
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Employer to the Participant's Deferral Account for such Benefit Unit no
later than the first day of the month following the month in which such
Compensation would otherwise have been paid. Such Deferral Account shall
be debited by the amount of any payments made by the Employer to the
Participant or the Participant's Beneficiary with respect to such Benefit
Unit pursuant to the Plan.
(a) Crediting of Interest - Normal or Disability Retirement,
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or Death. Each Deferral Account of a Participant who terminates
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Employment on account of Normal or Disability Retirement, or death,
shall be credited with interest as of date such Deferral Account was
established through the date of such termination of Employment at a rate
equal to the sum of the Declared Rate, plus the Incentive Rate,
compounded annually, on the balance from month to month in such Deferral
Account. Following such termination of Employment the Participant's
Deferral Accounts shall be credited with interest on the balance in
such Deferral Account from month to month at a rate equal to the sum of
(i) the average of the Declared Rate for the five (5) Plan Years
ending prior to such termination of Employment, plus (ii) the Incentive
Rate, compounded annually. Interest shall be credited to each Deferral
Account as of the last day of each month.
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(b) Other Interest. In the case of a Participant's termination
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of Employment other than by death or Normal or Disability Retirement,
the Deferral Accounts shall be credited with interest, compounded
annually, as of the date such Deferral Account was established through
the date of such termination of Employment on the balance from month to
month in such Deferral Account at a rate equal to the Declared Rate.
Following such termination of Employment, the Participant's Deferral
Accounts shall be credited with interest on the balance in such Deferral
Account from month to month at a rate equal to the average of the
Declared Rate for the five (5) Plan Years ending prior to the date of
such termination of Employment. Interest shall be credited to each
Deferral Account as of the last day of the month.
4.3 Statement of Accounts. The Committee shall submit to each
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Participant, within one hundred twenty (120) days after the close of each
Plan Year, a statement in such form as the Committee deems desirable setting
forth the balance standing to the credit of each Participant in each of his
Deferral Accounts.
ARTICLE 5
BENEFITS
5.1 Normal Retirement. A Participant who terminates Employment
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on account of Normal Retirement with respect to a Benefit Unit shall be
paid a Normal Retirement Benefit equal to
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the value as of the date of Normal Retirement of the Participant's Deferral
Accounts for such Benefit Unit, plus the interest that will be credited to
such Deferral Account pursuant to Section 4.2. Payment of such Normal
Retirement Benefit shall be made in substantially equal monthly installments
for one hundred eighty (180) months beginning with the month following the
date of Normal Retirement. Provided, that a Participant may instead elect
in the Enrollment Agreement for any Benefit Unit to have the Normal Retirement
Benefit for such Benefit Unit paid to him in either a lump sum or sixty (60)
or one hundred twenty (120) equal monthly payments. A Participant may also
elect in his Enrollment Agreement for any Benefit Unit to defer making the
election as to the form of payment until a date no later than sixty (60) days
preceding his Normal Retirement.
5.2 Disability Retirement. A Participant who terminates Employment
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on account of Disability Retirement with respect to a Benefit Unit shall be
paid a Disability Retirement Benefit equal to the value of the Participant's
Deferral Accounts for such Benefit Unit as of the later of (a) the
December 31 coinciding with or next following the Participant's Disability
Retirement or (b) the completion of the crediting to the Deferral Account
of the entire Cumulative Deferral Amount for a Benefit Unit, plus the
interest that will be credited to such Deferral Account pursuant to
Section 4.2. Payment of such Disability Retirement Benefit shall be made in
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substantially equal monthly installments for one hundred eighty (180) months
commencing with the month next following the later of (a) the December 31
coinciding with or next following the Participant's Disability Retirement
or (b) the completion of the crediting to the Deferral Account of the entire
Cumulative Deferral Amount for a Benefit Unit. Provided, that a Participant
may instead elect in the Enrollment Agreement for any Benefit Unit to
have the Disability Retirement Benefit for such Benefit Unit paid to him in
either sixty (60) or one hundred twenty (120) equal monthly payments, or in
a lump sum payment, or to have commencement of the payment of the Disability
Retirement Benefit deferred until attainment of age sixty-five (65), with
payment thereafter over a sixty (60), one hundred twenty (120) or one
hundred eighty (180) month period, as elected by the Participant. A
Participant may also elect in his Enrollment Agreement for any Benefit Unit
to defer making an election as to the number of equal payments or lump sum
distribution until a date no later than sixty (60) days preceding the date
that the payment of the Disability Retirement Benefit would otherwise
commence payment.
5.3 Termination Benefit. A Participant who terminates Employment
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for any reason other than death, or Normal or Disability Retirement with
respect to a Benefit Unit, shall be paid a Termination Benefit equal to the
value, as of the date of termination of Employment, of the Deferral Account
for such Benefit Unit plus the interest that will be credited
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to such Deferral Account pursuant to Section 4.2. Payment of such Termination
Benefit shall be made in substantially equal monthly installments for sixty
(60) months.
5.4 Survivor Benefits.
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(a) The Beneficiary of a Participant who dies while still in
Employment prior to his Normal Retirement Eligibility Date or his
Disability Retirement shall be paid a Survivor Benefit equal to the value
of the Participant's Deferral Account for each Benefit Unit as of the
date of his death, plus the interest that will be credited to such
Deferral Account pursuant to Section 4.2. Payment of such Survivor Benefit
shall be made in substantially equal monthly installments for one hundred
eighty (180) months. Provided, that if the aggregate balance in all of the
Deferral Accounts of such Participant as of the date of his death is
less than Twenty-Five Thousand Dollars ($25,000.00), the balance in
the Deferral Account for each Benefit Unit as of such date shall be
paid to the Beneficiary with respect to such Benefit Units in one lump
sum.
(b) A Participant who dies while still in Employment after
his Normal Retirement Eligibility Date shall be deemed to have terminated
his Employment the day before his death, and the Beneficiary of such
Participant shall be paid a Survivor Benefit pursuant to Paragraph 5.4(c).
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(c) If a Participant dies after termination of Employment
but prior to the payment of all benefits due to him with respect to
a Benefit Unit, the Employer will pay to the Participant's Beneficiary
the remaining installments of any such benefit that would have been
paid to the Participant had the Participant survived, provided, however,
that if pursuant to a Disability Retirement the Participant had deferred
commencement of payment of the Disability Retirement Benefit for any
Benefit Unit until age sixty-five (65), commencement of payment of the
Disability Retirement Benefit to the Beneficiary shall be accelerated
and shall commence on the first day of the month next following the
date of the Participant's death.
5.5 Withholding; Unemployment Taxes. To the extent required by the
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law in effect at the time payments are made, the Employer shall withhold
from payments made hereunder the minimum taxes required to be withheld by
federal or any state or local government.
ARTICLE 6
BENEFICIARY DESIGNATION
Each Participant shall have the right, at any time, to designate
any person or persons as Beneficiary or Beneficiaries to whom payment under
the Plan shall be made in the event of Participant's death prior to complete
distribution to the Participant of the benefits due under the Plan. Each
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Beneficiary designation shall become effective only when filed in writing
with the Committee during the Participant's lifetime on a form prescribed
by the Committee.
The filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed. The Committee may require that
the spouse of a married Participant domiciled in a community property
jurisdiction join in any designation of Beneficiary or Beneficiaries other
than the spouse in order for such designation to be valid.
If a Participant fails to designate a Beneficiary as provided above,
or if his Beneficiary designation is revoked without execution of a new
designation, or if all designated Beneficiaries predecease the Participant
or die prior to complete distribution of the Participant's benefits, then the
Committee shall direct the distribution of such benefits to the Participant's
estate.
ARTICLE 7
AMENDMENT AND TERMINATION OF PLAN
7.1 Amendment. The Board of Directors of the Company may at any
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time amend the Plan in whole or in part; provided, however, that no
amendment shall retroactively decrease the benefits under the Plan payable
to any Participant. Written notice of any amendment shall be given each
Employee then participating in the Plan.
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7.2 Termination.
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(a) Employer's Right to Terminate. The Board of Directors of
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any Employer may at any time terminate the Plan, as to said Employer.
(b) Payments Upon Termination. Upon any termination of the Plan
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as to an Employer the Participants employed by such Employer will be
deemed to have voluntarily terminated their participation in all Benefit
Units under the Plan as of the date of such termination. Compensation
shall cease to be deferred for the then Plan Year and all future Plan
Years, and the Employer will pay each Participant in a lump sum the
value of such Participant's Deferral Accounts, determined as if such
Participant had terminated Employment on the date of such termination
of the Plan but with interest credited on each such Deferral Account at
a rate for purposes of Section 4.2(b) equal to the sum of the Declared
Rate plus the Incentive Rate compounded annually.
ARTICLE 8
MISCELLANEOUS
8.1 Transfer of Employment. If a Participant transfers Employment
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from one Employer to another, such transfer shall not be deemed to be a
termination of Employment unless the Employer to which the Participant was
transferred shall not have adopted the Plan.
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8.2 Unsecured General Creditor. No Participant or Beneficiary,
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shall have any legal or equitable right, interest, or claim in any specific
property or assets of the Employer, nor shall any Participant or Beneficiary
have any rights, claims, or interests in any life insurance policies, annuity
contracts, or the proceeds therefrom owned or which may be acquired by the
Employer. The assets of the Employer shall not be held under any trust for
the benefit of Participants or Beneficiaries or held in any way as collateral
security for the fulfilling of the obligations of the Employer under the
Plan. Any assets, including life insurance policies, annuity contracts or
the proceeds therefrom which the Employer may acquire in anticipation of its
obligations under the Plan shall remain the assets of the Employer. The
Employer's obligation to pay benefits under the Plan shall be that of an
unfunded and unsecured promise of the Employer to pay money in the
future.
8.3 Obligations to Employer. If a Participant becomes entitled to
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a distribution of benefits under the Plan, and if at such time the
Participant has outstanding any debt, obligation, or other liability
representing an amount owing to the Company or any other Employer, then
the Employer may offset such amount so owing against the amount of benefits
otherwise distributable. Such determination shall be made by the Committee.
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8.4 Nonassignability. Neither a Participant nor any other person
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shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, or
interest therein, and all rights are expressly declared to be unassignable
and nontransferable. No part of the amounts payable shall, prior to
actual payment, be subject to seizure or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a Participant
or any other person, nor shall any such part be transferable by operation
of law in the event of a Participant's or any other person's bankruptcy
or insolvency.
8.5 Employment Not Guaranteed. Nothing contained in the Plan nor
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any action taken hereunder shall be construed as a contract of employment
or as giving any Participant any right to be retained in the employ of the
Employer.
8.6 Protective Provisions. Each Participant shall cooperate with
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the Employer by furnishing any and all information requested by the
Employer in order to facilitate the payment of benefits hereunder,
including the taking of such physical examinations as the Employer may
deem necessary and the taking of such other relevant action as may be
requested by the Employer. If a Participant refuses so to cooperate, the
Employer shall have no further obligation to the Participant under the Plan,
other than payment to such Participant of the
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cumulative reductions in Compensation theretofore made pursuant to the Plan.
If a Participant commits suicide during the two (2) year period beginning
on the later of (a) the date of adoption of this Plan or (b) the first
day of the first Plan Year of such Participant's participation in the Plan,
or if the Participant makes any material misstatement of information or
nondisclosure of medical history, then no benefits will be payable
hereunder to such Participant or his Beneficiary, other than payment to
such Participant (or his Beneficiary if the Participant has died) of the
cumulative reductions in Compensation theretofore made pursuant to the
Plan; provided, that in the Employer's sole discretion, benefits may be
payable in a reduced amount to compensate the Employer for any loss, cost,
damage or expense suffered or incurred by the Employer as a result
in any way of such misstatement or nondisclosure.
8.7 Gender, Singular and Plural. All pronouns and any variations
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thereof shall be deemed to refer to the masculine, feminine, or neuter,
as the identity of the person or persons may require. As the context may
require, the singular may be read as the plural and the plural as the
singular.
8.8 Captions. The captions of the articles, sections, and
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paragraphs of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.
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8.9 Validity. In the event any provision of this Plan is held
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invalid, void, or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Plan.
8.10 Notice. Any notice or filing required or permitted to be
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given to the Committee under the Plan shall be sufficient if in writing
and hand delivered, or sent by registered or certified mail, to the
principal office of the Employer, directed to the attention of the President
of the Employer. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.
8.11 Applicable Law. This Plan shall be governed and construed in
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accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the Company has executed this Plan instrument
by authority of its Board of Directors this 15th day of October, 1985.
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CENTERRE BANCORPORATION
By------------------------------
ATTEST:
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AMENDMENT TO THE
CENTERRE BANCORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
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WHEREAS, Centerre Bancorporation ("Company"), previously adopted
the Centerre Bancorporation Executive Deferred Compensation Plan ("Plan")
for the benefit of eligible employees; and
WHEREAS, the Company retained the right to amend the Plan pursuant
to Article 7 thereof; and,
WHEREAS, the Company desires to amend the Plan effective
January 1, 1987;
NOW, THEREFORE, effective January 1, 1987, the Plan is amended as
follows:
1. Section 4.1(d) is deleted and the following is substituted
in its place:
(d) Maximum Reduction in Compensation. Except as otherwise provided
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in this paragraph (d), a Participant may not elect a Cumulative Deferral
Amount for any Benefit Unit that would cause the aggregate total reduction
in Compensation in any Plan Year with respect to all Benefit Units to
exceed ten percent (10%) of the Compensation otherwise payable to the
Participant during the first Plan Year in the Benefit Deferral Period
for such Benefit Unit. In the event that a Participant elects a Cumulative
Deferral Amount that would violate the limitation described in this
paragraph (d), either initially or on account of a subsequent decrease in
Compensation, the election shall be valid except that the Cumulative
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Deferral Amount so elected shall automatically be reduced to comply with
such limitation. Nonwithstanding the foregoing provisions of this
Section 4.1, if in any Plan Year a Participant who is participating in the
Centerre Bancorporation Capital Accumulation Plan (the "401(k) Plan") is
prohibited by law from electing to have 5% of his "Compensation" (as
defined in the 401(k) Plan but prior to taking into account the "Additional
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Deferral" as hereinafter defined) contributed to the 401(k) Plan, he may
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elect to have the excess of (i) over (ii) below deferred under this Plan
with respect to a Benefit Unit provided he elects the maximum permissible
amount of such Compensation to be contributed to the 401(k) Plan. Such
amount shall be defined as an "Additional Deferral".
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"(i)" is equal to 5% of the Participant's "Compensation" as
defined in the 401(k) Plan prior to taking into account the Additional
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Deferral, and
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"(ii)" is the maximum amount of his Compensation which he is
permitted to elect and has elected to be contributed to the 401(k)
Plan.
The additional Deferral may be made in a Plan Year regardless of
whether it will also be made over four Plan Years.
2. The first paragraph of Section 4.2 is deleted and the
following is substituted in its place:
4.2 Deferral Accounts. The Committee shall establish and maintain
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a separate Deferral Account for each of a Participant's Benefit Units. The
amount by which a Participant's Compensation is reduced pursuant to
Section 4.1 (including any Additional Deferral) with respect to any Benefit
unit shall be credited by the Employer
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to the Participant's Deferral Account for such Benefit Unit no later than
the first day of the month following the month in which such Compensation
would otherwise have been paid. If a Participant has made an Additional
Deferral with respect to a Benefit Unit pursuant to Section 4.1(d), the
Employer shall also credit the Participant's Deferral Account for such
Benefit Unit with an amount equal to the excess of (i) over (ii) below,
where
"(i)" equals one half the sum of the Additional Deferral and the
amount by which the Participant elected to have his Compensation
contributed to the 401(k) Plan for such month, but not to exceed 2.5%
of his Compensation as defined in the Article 2 of this Plan; and
"(ii)" equals the amount contributed by his Employer as an Employer
Matching Contribution under the 401(k) Plan.
Such amount shall be credited at the time the respective Employer Matching
Contribution is made to the 401(k) Plan. The Deferral Account shall be
debited by the amount of any payments made by the Employer to the
Participant or the Participant's Beneficiary with respect to such Benefit
Unit pursuant to the Plan.
IN WITNESS WHEREOF, the foregoing Amendment is adopted effective
January 1, 1987.
CENTERRE BANCORPORATION
By------------------------------
ATTEST:
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SECOND AMENDMENT TO THE
CENTERRE BANCORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
------------------------------------
WHEREAS, Centerre Bancorporation ("Company") previously adopted
the Centerre Bancorporation Executive Deferred Compensation Plan ("Plan")
for the benefit of eligible employees; and
WHEREAS, the Company retained the right to amend the Plan pursuant
to Article 7 thereof; and,
WHEREAS, the Company desires to amend the Plan effective
January 1, 1988;
NOW, THEREFORE, effective January 1, 1988, the Plan is amended as
follows:
1. The definition of "Normal Retirement" in Article 2 is deleted
and replaced with the following:
Normal Retirement. "Normal Retirement" means with respect to any
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Benefit Unit, termination of a Participant's Employment for reasons other
than death, (a) on or after his Normal Retirement Eligibility Date, (b) within
one (1) year following a "Change of Control" or an Employer ceasing to be a
Subsidiary, or (c) on such other date (if any) with respect to which the
Committee has
25
consented that a particular Participant, on a case by case basis, may retire
with a Normal Retirement Benefit without having satisfied (a) or (b), above.
2. A new definition is added to Article 2 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",
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
-2-
26
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.
3. Article 7 is deleted and replaced with the following:
ARTICLE 7
AMENDMENT AND TERMINATION OF PLAN
7.1 Amendment. The Board of Directors of the Company may at any
---------
time amend the Plan in whole or in part; provided, however, that no
amendment shall reduce the benefits (including the crediting of interest
pursuant to Section 4.2(a) and (b) hereof and the right to receive payments
in installments or in a lump sum as provided in Section 5 hereof) to which
any Participant is entitled under the Plan with respect to amounts credited
to such
-3-
27
Participant's Deferral Account prior to such amendment. Written notice of
any amendment shall be given each Employee then participating in the Plan.
7.2 Termination.
-----------
(a) Employer's Right to Terminate. The Board of Directors of
-----------------------------
any Employer may at any time terminate the Plan as to said Employer on
giving Participants not less than ninety (90) days prior written notice
thereof.
(b) Payments Upon Termination. Upon any termination of the
-------------------------
Plan as to an Employer the Participants employed by such Employer will be
deemed to have voluntarily terminated their participation in all Benefit
Units under the Plan as of the date of such termination. Compensation earned
for the Plan Year of such termination and all future Plan Years shall not be
deferred and the Employer will pay each Participant from his Deferral Account
as if such Participant had reached Normal Retirement on the date such
termination is effective.
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28
IN WITNESS WHEREOF, the foregoing Amendment is adopted on this
16th day of June, 1988 effective January 1, 1988.
- ---- ----
CENTERRE BANCORPORATION
By------------------------------
ATTEST:
- -----------------------------
-5-
29
EXHIBIT E
THIRD AMENDMENT TO THE
CENTERRE BANCORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
------------------------------------
WHEREAS, Centerre Bancorporation ("Company") previously adopted
the Centerre Bancorporation Executive Deferred Compensation Plan ("Plan")
for the benefit of eligible employees, and;
WHEREAS, the Company retained the right to amend the Plan pursuant
to Article 7 thereof, and;
WHEREAS, the Company desires to amend the Plan effective
January 1, 1986.
NOW THEREFORE, effective January 1, 1986, the Plan is amended as
follows:
1. The definition of "Compensation" in Article 2 is deleted
and the following is substituted in its place:
Compensation. Compensation means the salary rate in effect for a
------------
Participant as of each November 1 (prior to taking into account any
contribution by the Participant to the Centerre Bancorporation Capital
Accumulation Plan) from the Company or a Subsidiary, excluding bonuses,
and other special cash or non-cash compensation, before any reduction
pursuant to this Plan.
30
IN WITNESS WHEREOF, the foregoing Amendment was executed on the
21st day of September, 1988.
- ---- ---------
CENTERRE BANCORPORATION
By------------------------------
ATTEST:
- -----------------------------
-2-
31
FOURTH AMENDMENT
----------------
CENTERRE BANCORPORATION
-----------------------
EXECUTIVE DEFERRED COMPENSATION PLAN
------------------------------------
WHEREAS, Centerre Bancorporation, a Missouri Corporation ("Centerre"),
established the Centerre Bancorporation Executive Deferred Compensation
Plan ("Centerre Plan") in 1985 and amended it effective January 1, 1986, 1987,
1988; and
WHEREAS, Centerre merged into Boatmen's Bancshares, Inc., a Missouri
corporation ("the Corporation") on December 9, 1988, and pursuant to such
merger the Corporation assumed liability for all obligations of Centerre,
including obligations under the Centerre Plan; and
WHEREAS, the Corporation desires to preclude further elections to
participate and to discontinue all further deferrals under the Centerre
Plan;
THEREFORE, the Plan is amended so that, immediately after the title
of Section 4.1, "Election to Participate," there shall be added the
following sentence: "This Section 4.1 shall be effective only for elections
to participate and deferrals of compensation prior to December 31, 1988."
IN WITNESS WHEREOF, the foregoing Fourth Amendment is adopted as of
December 13, 1988.
BOATMEN'S BANCSHARES, INC.
By-------------------------------