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EXHIBIT 10(d)
PLAN DOCUMENT
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BOATMEN'S BANCSHARES, INC.
AMENDED 1982 LONG TERM INCENTIVE PLAN
1. PURPOSE
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The purpose of the Amended 1982 Long Term Incentive Plan (the
"Plan") of Boatmen's Bancshares, Inc. (the "Corporation") is to
provide a means by which the Corporation and its subsidiaries
shall be able to attract and retain key employees of exceptional
ability, to provide such individuals with added incentives to make
a maximum contribution of their efforts, initiative and skill
toward the goal of greater profitability and to be competitive
with other companies as to executive compensation.
2. ADMINISTRATION
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The Plan shall be administered by the Compensation Committee (the
"Committee") composed of three or more directors of the
Corporation who are not officers or employees thereof. Members of
the Committee shall be appointed by, and shall serve at the
pleasure of, the Board of Directors of the Corporation (the
"Board"). Subject to the express provisions of the Plan, the
Committee shall have complete authority to determine the
individuals who shall be participants in the Plan and their Salary
Grades, to establish for each Performance Period (as hereafter
defined) applicable Target Average Annual Earnings Per Share
Growth Rates, to select peer groups of the Corporation, to
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it and to the conduct of the Committee's
affairs and to take all other actions, and make all other
determinations, necessary or advisable for the administration of
the Plan. All actions and determinations by the Committee shall
be conclusive.
3. ELIGIBILITY AND DESIGNATION OF PARTICIPANTS
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Only those persons who are key employees of the Corporation or its
subsidiaries, including but not limited to officers, whether or not
they are directors of the Corporation or its subsidiaries, shall
be eligible to participate in the Plan. In each successive year
until termination of the Plan as provided hereinafter (each, a
"Participation Designation Year"), the Committee shall designate
certain persons, who meet the eligibility requirements, to
participate in the Plan (the "Participants") and shall determine
the Salary Grade to which each such Participant belongs. Such
designation during a Participation Designation Year shall apply with
respect to the three year period beginning with such Participation
Designation Year and including the next two successive years after
the Participation Designation Year (the "Performance Period"). The
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designation of Participants shall be at the sole discretion of the
Committee. Such Participants may, but need not, be the same as those who
were designated in any preceding year. As soon as practicable after he
or she is designated by the Committee, each Participant shall be given
written notice of his or her designation and Salary Grade and a
listing of the Corporation's peer group for the applicable
Performance Period, as selected by the Committee.
4. CALCULATION OF AWARDS
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The Committee shall cause awards under the Plan (the "Awards") to
be paid after the end of each Performance Period with respect to
the Performance Period last ended. Awards shall be paid to all of
the Participants (including those who have retired, died or become
disabled) designated for such prior Performance Period, with the
exception of those Participants whose rights to payment of Awards
have been divested pursuant to Section 6 hereof. Each
Participant's Award, if any, shall be an amount equal to the
Participant's Average Salary (as hereafter defined) for the
applicable Performance Period multiplied by the Participant's
Payout Factor (as hereafter defined) for such Performance Period.
The term "Average Salary" means, for each Participant, the sum of
such Participant's annual salary at the date of his or her
designation of participation and at each of the next two
anniversary dates thereof, divided by three; provided, however,
that if a Participant was not eligible to participate in the Plan
on January 1 of the Participation Designation Year, or if a
Participant retires, dies or becomes disabled during the
Performance Period, his or her salary for any such partial year or
years shall be annualized for purposes of determining such
Participant's Average Salary. The term "Payout Factor" means, for
each Participant, a percentage factor determined by reference to
such Participant's Salary Grade and the percentile rank of the
Total Shareholder Return (as hereafter defined) of the Corporation
as compared to the Total Shareholder Return of the Corporation's
peer group. The Payout Factor, which is determined by reference
to Exhibit A attached hereto, is subject to further increase or
decrease (but not by more than 20% in either direction) of 1% for
each 0.1% that the Corporation's actual average annual earnings
per share growth rate for the Performance Period exceeds or is
less than the Target Average Annual Earnings Per Share Growth Rate
for that Performance Period, as determined by the Committee. The
term "Total Shareholder Return" means the change in market value
of the common stock of a company, plus dividends thereon, during a
Performance Period.
Notwithstanding the foregoing, if a Participant was not eligible
for participation in the Plan on January 1 of the Plan Designation
Year in which he or she was designated, or if a Participant
retires during a Performance Period, such Participant's Award
shall be an amount equal to the Award which he or she would have
otherwise received under the Plan multiplied by a fraction, the
numerator of which shall be the number of calendar years or
portions thereof in the Performance Period during which the
Participant was eligible for participation in the Plan and the
denominator of which shall be three, all subject, however, to the
provisions of Section 9.
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5. PAYMENT OF AWARDS
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The Corporation shall make payment of each Award in cash. Payment
shall be made as soon as practicable, but not later than March 31
of the applicable year.
6. VESTING
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Upon designation of participation with respect to a Performance
Period, a Participant's right to payment of an Award in accordance
with the provisions hereof shall vest subject to automatic
divestiture upon termination during the applicable Performance
Period of such Participant's employment by the Corporation or one
of its subsidiaries other than for reasons of retirement at or
after normal retirement age, disability, death or a Change in
Control as specified in Section 9. No change in the duties of a
Participant while in the employ of the Corporation or one of its
subsidiaries, or any transfer among them, shall constitute
termination of employment by the Corporation or its subsidiaries.
7. NO GUARANTEE OF EMPLOYMENT
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Nothing in the Plan shall be deemed to create any limitation or
restriction on such rights as the Corporation and its subsidiaries
otherwise would have to terminate the employment of any person at
any time for any reason.
8. AMENDMENT OR TERMINATION
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Subject to the provisions of Section 9, the Board, at any time,
may terminate the Plan or make such modifications of the Plan as
it may deem advisable, except that no such termination or
modification shall diminish a Participant's right to an Award to
the extent vested under Section 6 hereof.
9. CHANGE IN CONTROL
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In the event of a Change in Control of the Corporation (as hereafter
defined) during any Performance Period or Periods, each Participant
shall be paid, immediately prior to the Change in Control, an amount
equal to the Award or Awards that he or she would have been entitled
to receive at the end of each of the Performance Period or Periods
had such Change in Control not occurred; provided, however, that,
for purposes of calculating the Award or Awards payable pursuant
to this Section 9, (i) the applicable Payout Factors shall be 60%
for Salary Grade 75 Participants, 45% for Salary Grade 74-73
Participants, 40% for Salary Grade 72-67 Participants
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and 30% for Salary Grade 66 Participants, without adjustment in relation
to Target Average Annual Per Share Growth Rates, and (ii) each
Participant's Average Salary shall be equal to such Participant's annual
salary on the date of the Change in Control.
"Change in Control" of the Corporation shall be deemed to have
occurred as of the first day that any one or more of the following
conditions shall have been satisfied:
(i) Any individual, corporation (other than the
Corporation), partnership, trust, association, pool,
syndicate, or any other entity or any group of persons
acting in concert becomes the beneficial owner, as that
concept is defined in Rule 13d-3 promulgated by the
Securities and Exchange Commission under the Securities
Exchange Act of 1934, of securities of the Corporation
possessing twenty percent (20%) or more of the voting
power for the election of directors of the Corporation;
(ii) There shall be consummated any consolidation, merger, or
other business combination involving the Corporation or
the securities of the Corporation in which holders of
voting securities of the Corporation immediately prior
to such consummation own, as a group, immediately after
such consummation, voting securities of the Corporation
(or, if the Corporation does not survive such
transaction, voting securities of the corporation
surviving such transaction) having less than sixty
percent (60%) of the total voting power in an election
of directors of the Corporation (or such other surviving
corporation);
(iii) During any period of two (2) consecutive years,
individuals who at the beginning of such period
constitute the directors of the Corporation cease for
any reason to constitute at least a majority thereof
unless the election, or the nomination for election by
the Corporation's shareholders, of each new director of
the Corporation was approved by a vote of at least two-
thirds (2/3) of the directors of the Corporation then
still in office who were directors of the Corporation at
the beginning of any such period; or
(iv) There shall be consummated any sale, lease, exchange, or
other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of
the assets of the Corporation (on a consolidated basis)
to a party which is not controlled by or under common
control with the Corporation.
10. BENEFICIARY
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Each Participant shall have the right, from time to time, to
designate or change the designation of a primary and a contingent
beneficiary, or either thereof, to receive on his death the
benefit provided herein or, as the case may be, any undistributed
balance of any benefit distributable to him pursuant to the
provisions hereof. Any such Participant may make such designation
only in writing and by filling out and furnishing to the committee
such form or forms as the committee may require. In the event
that any Participant fails to designate a beneficiary or if no such
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designated beneficiary is living upon the death of such
Participant or if for any reason such designation shall be legally
ineffective, then, and in any of said events, the amount which
would have been paid to a designated living beneficiary shall be
paid to the trustee of the Participant's revocable living trust,
and if none to the trustee of the Participant's testamentary
trust, and if none to the personal representative of the estate of
such deceased Participant.
Upon the death of a beneficiary entitled to the distribution of an
amount pursuant to the provisions hereof prior to receipt of all
amounts distributable to such beneficiary hereunder, an amount
equal to the unpaid balance shall be paid to the trustee of the
beneficiary's revocable living trust, and if none to the trustee
of the beneficiary's testamentary trust, and if none to the
personal representative of the estate of such deceased
beneficiary.
11. EFFECTIVE DATE OF PLAN
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The Plan shall be effective as of February 9, 1982, as amended as
of February 10 and March 10, 1987, January 1, 1992, January 1,
1995, January 30, 1996 and February 12, 1996.
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