EXHIBIT 10(z)
Form 10-K for 1995
File No. 1-11237
AT&T CAPITAL CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1. Purpose. The Plan is designed to provide
supplemental retirement benefits on termination of employment for a select group
of management or highly compensated employees of the Company. The Plan is
intended to ease the transition for eligible employees from coverage under a
Frozen Plan to coverage under the RSP.
2. Definitions. The following words and phrases as
used herein shall have the following meanings:
(a) "Accumulated Value" means the value of the
Hypothetical Company Account as of the Participant's Date of Termination.
(b) "Actuarial Equivalent" means, with respect to a stated
benefit or amount, a benefit or amount which has the same present value
on the date payment commences as such stated benefit.
(c) "Actuarial Equivalent Factor" means the applicable
factor based on a discount rate of 8% and the Unisex AT&T Retiree
Mortality Table.
(d) "Administrative Committee" means the Administrative
Committee of AT&T Capital Corporation.
(e) "Assumed Retirement Benefit" means the benefit which
would have been payable to the Participant under the applicable Frozen
Plan (converted, if necessary, from the normal form of benefit payable
under such Frozen Plan to an Actuarial Equivalent single life annuity
benefit, payable monthly, using the method of actuarial equivalence used
in the applicable Frozen Plan) had the Participant remained covered by
such Frozen Plan from December 31, 1993 through the Participant's Date
of Termination; provided, however, that the Assumed Retirement Benefit
shall not reflect any special enhancements (e.g., early retirement
window programs) to the benefit formula under such Frozen Plan.
(f) "AT&T" means AT&T Corp.
(g) "Company" means AT&T Capital Corporation and its
subsidiaries.
(h) "Company Benefit" means the sum of the Frozen
Benefit and the RSP/EBP Benefit.
(i) "Date of Termination" means the date on which a
Participant leaves the employ of the Company.
(j) "Frozen Benefit" means the benefit payable to the
Participant as of the Participant's Date of Termination (or at the
earliest possible date of
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commencement, if later than such Participant's Date of Termination)
under the terms of the applicable Frozen Plan, converted (if necessary)
from the normal form of benefit payable under such Frozen Plan to an
Actuarial Equivalent single life annuity benefit, payable monthly,
using the method of actuarial equivalence used in the applicable Frozen
Plan.
(k) "Frozen Plan" means the AT&T Management Pension Plan
(the "AT&T MPP"), the AT&T Pension Plan, or the NCR Corporation Pension
Plan, as applicable.
(l) "Hypothetical Company Account" means a hypothetical
account consisting solely of the sum of the Company contributions
(excluding any matching contributions) credited to the Participant's
accounts through the Participant's Date of Termination, under the RSP,
the AT&T Capital Corporation Excess Benefit Plan, and the AT&T Capital
Corporation Compensation Limit Benefit Plan, assuming that for each
calendar year interest is credited to the Hypothetical Company Account
at a rate equal to the annual yield as of the last day of the prior
calendar year on the 10-year U.S. Treasury Bond.
(m) "Participant" means a member of the Company who has
met the requirements of Section 3.
(n) "Pay" means cash compensation from the Company before
reductions for taxes or pre-tax
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contributions to any of the Company's employee benefit plans, including
base salary, commissions, short term bonuses, and awards and payments
under the Company's 1993 Annual Incentive Plan (or any successor plan)
to the extent includible in taxable income, but excludes awards or
payments under the Company's long term incentive award programs such as
the Share Performance Incentive Plan.
(o) "Plan" means this AT&T Capital Corporation
Supplemental Executive Retirement Plan.
(p) "Plan Administrator" means AT&T Capital Corporation.
(q) "RSP" means the AT&T Capital Corporation Retirement
and Savings Plan.
(r) "RSP/EBP Benefit" means the benefit payable to the
Participant from the Accumulated Value of the Hypothetical Company
Account, expressed in the form of an Actuarial Equivalent single life
annuity, payable monthly. The conversion of such Accumulated Value into
an Actuarial Equivalent single life annuity shall be determined by
using the same method of actuarial equivalence used in the RSP for the
purpose of converting a Participant's account balance into a benefit
payable in the form of a single life annuity.
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(s) "Social Security Wage Base" means the contribution
and benefit base under Section 230 of the Social Security Act.
3. Eligibility to Participate. A member shall be a
Participant in the Plan if such member was a participant in a Frozen Plan as of
December 31, 1993, and either:
(a) was a member of the Capital Corporate Leadership Forum as
of December 31, 1993, or
(b) (i) as of December 31, 1993, was employed by the Company
and either (x) had at least ten (10) years of AT&T, AT&T
Capital Corporation, or NCR Corporation service, or (y)
was within ten (10) years of service pension eligibility
under the terms of the AT&T MPP (for this purpose, service
with a company acquired by AT&T or AT&T Capital
Corporation is included); and
(ii) either (x) had 1993 Pay of at least $115,200, or (y)
had average Pay for the thirty-six (36) months immediately
prior to the member's Date of Termination of at least two
times the Social Security Wage Base in effect for the year
of termination.
4. SERP Benefit. A Participant shall be eligible to
receive a Supplemental Executive Retirement Plan Benefit ("SERP Benefit") if the
Participant meets the requirements for service pension eligibility under the
AT&T MPP, under the terms of the AT&T MPP as in effect in the year of the
Participant's Date of Termination (provided, however, that if the AT&T MPP is
terminated prior to the Participant's Date of Termination, the requirements for
service pension eligibility under the AT&T MPP
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shall refer to the terms of the AT&T MPP in effect immediately prior to its
termination), assuming for such purpose that the Participant had been covered by
the AT&T MPP for the Participant's entire period of employment with the Company.
The amount of a Participant's SERP Benefit payable under the Plan, if any, shall
be determined as a monthly amount equal to the excess of:
(a) 95% of the Assumed Retirement Benefit, over
(b) the Company Benefit.
If the Participant terminates employment with the Company prior
to attaining age 60, the Participant's SERP Benefit shall be reduced to reflect
the early commencement of benefits under Section 5 by multiplying the SERP
Benefit by the appropriate Actuarial Equivalent Factor (such reduced amount
shall for any affected Participant hereafter be considered the SERP Benefit for
all purposes under the Plan). In the event that the Frozen Benefit is not
immediately payable to the Participant as of the Participant's Date of
Termination, the calculation of the SERP Benefit shall assume that the amount of
the Frozen Benefit is $0. In such event, the Participant's SERP Benefit shall be
later reduced (by the amount of the Frozen Benefit so payable) as of the date on
which the Frozen Benefit is in fact payable to the Participant.
5. Payment of SERP Benefit. The SERP Benefit shall be
payable monthly, commencing as of the first day of
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the month following the month in which the Date of Termination occurs.
6. Source of Payments. The benefits provided under
the Plan shall be paid by the Company from a grantor trust established by the
Company for the purpose of paying the benefits under the Plan, at the time and
in the manner provided herein. To the extent that there are insufficient assets
in such trust to pay benefits under the Plan, then the Company shall pay the
benefits out of the general assets of the Company.
7. Nontransferability of Benefits. Benefits payable
under the Plan shall not be subject to any manner of assignment, pledge,
alienation or anticipation by a Participant.
8. Administration. The Plan shall be administered on
behalf of the Plan Administrator by the Vice President of Human Resources
("VPHR"). The VPHR may from time to time establish rules for the administration
of the Plan that are consistent with the intent and purposes of the Plan, and
which will aid in the prompt and efficient administration of the Plan. The VPHR
and the Administrative Committee shall have complete discretionary authority to
determine conclusively for all parties, and in accordance with the terms of the
documents or instruments governing the Plan, any and all questions arising from
administration of the Plan and interpretation of all plan provisions,
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determination of all questions relating to participation of eligible members and
eligibility for benefits, determination of all relevant facts, the amount and
type of benefits payable to any participant, and construction of all terms of
the Plan. To the extent permitted by law, the Plan Administrator, the VPHR, and
all agents and representatives of either of the foregoing shall be indemnified
by the Company against any claims, and the expenses of defending against such
claims, resulting from any action or conduct relating to the administration of
the Plan.
9. Amendment and Termination. AT&T Capital Corporation
reserves the right to modify, suspend, change, or amend the Plan from time to
time, prospectively or retroactively, and may terminate the Plan in its entirety
at any time. AT&T Capital Corporation does not guarantee the continuation of any
benefits during employment, nor does it guarantee any specific level of
benefits. Nothing in the Plan shall interfere with or limit in any way the right
of AT&T Capital Corporation to terminate any Participant's employment at any
time, or confer upon any Participant any right to continue in the employ of the
Company.
10. Withholding. The Company shall have the right to
deduct from any payment under the Plan any amount required to satisfy its
obligation to withhold federal, state and local taxes.
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11. Governing Law. The Plan shall be governed and
construed in accordance with the laws of the State of New Jersey.
12. Effective Date. The Plan shall be effective as of
January 1, 1994.
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Exhibit A
AT&T Unisex Retiree Mortality
Unisex Unisex
Age Rate Age Rate
45 0.0056 78 0.0502
46 0.0058 79 0.0550
47 0.0060 80 0.0602
48 0.0063 81 0.0658
49 0.0065 82 0.0718
50 0.0068 83 0.0780
51 0.0071 84 0.0847
52 0.0074 85 0.0916
53 0.0077 86 0.0990
54 0.0081 87 0.1069
55 0.0084 88 0.1152
56 0.0088 89 0.1241
57 0.0093 90 0.1339
58 0.0097 91 0.1448
59 0.0103 92 0.1568
60 0.0109 93 0.1697
61 0.0116 94 0.1839
62 0.0123 95 0.1999
63 0.0132 96 0.2167
64 0.0143 97 0.2340
65 0.0155 98 0.2527
66 0.0169 99 0.2730
67 0.0185 100 0.2954
68 0.0203 101 0.3202
69 0.0224 102 0.3476
70 0.0247 103 0.3782
71 0.0270 104 0.4136
72 0.0293 105 0.4557
73 0.0320 106 0.5063
74 0.0348 107 0.5672
75 0.0381 108 0.6402
76 0.0417 109 0.7275
77 0.0458 110 0.8874