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EXHIBIT 10.2
AMENDMENT NO. 1 TO THE
PNC BANK CORP. SUPPLEMENTAL
EXECUTIVE RETIREMENT INCOME AND DISABILITY PLAN
WHEREAS, PNC Bank Corp. adopted the PNC Bank Corp. Supplemental
Executive Retirement Income and Disability Plan effective September 1, 1985
(the "Plan"); and
WHEREAS, the Corporation desires to amend the Plan to add a
provision concerning payment of benefits to participants who cease to be
employees as a result of assignment to an entity partially owned (directly or
indirectly) by the Corporation; and
WHEREAS, Section 6 of the Plan authorizes the Corporation, acting
through its Board of Directors, to amend the Plan; and
WHEREAS, the Board of Directors of the Corporation has authorized
certain officers of the Corporation to amend the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Existing Sections 4 through 8 shall be renumbered as Sections 5
through 9, respectively.
2. Effective July 1, 1993, a new Section 4 shall be added to read as
follows:
4. Certain Transfers of Employment. If a Participant is transferred
from the employment of the Corporation or a Subsidiary to an entity the equity
of which (directly or indirectly) is owned 10% or more (but 50% or less) by the
Corporation (a "Minority-Owned Entity"), the benefits earned while a Participant
will be frozen and will be paid in the event that the Participant subsequently
becomes disabled while employed by the Minority-Owned Entity or retires from the
employment of the Minority-Owned Entity.
IN WITNESS WHEREOF, PNC Bank Corp. has caused this Amendment No. 1
to be executed by its duly authorized officers and attested this 10th day of
March, 1994.
ATTEST: PNC BANK CORP.
/s/ MARY LYNN FITZPATRICK By: /s/ WILLIAM F. STROME
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Mary Lynn Fitzpatrick William F. Strome
Corporate Seal Secretary
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AMENDMENT NO. 2 TO THE
PNC BANK CORP. SUPPLEMENTAL
EXECUTIVE RETIREMENT INCOME AND DISABILITY PLAN
WHEREAS, PNC Bank Corp. (the "Corporation") adopted the PNC Bank
Corp. Supplemental Executive Retirement Income and Disability Plan effective
September 1, 1985 (the "Plan") and has since amended the Plan on one occasion;
and
WHEREAS, the Corporation desires to amend the Plan to provide that
persons who are eligible to actively participate in the PNC Retirement Savings
Plan shall not be eligible to participate in the Plan and to the extent such
individuals have previously participated in the Plan, any Plan benefit shall be
frozen and may be available to such individual in the future if any other
conditions for receipt of such benefit are met; and
WHEREAS, Section 6 of the Plan authorizes the Corporation, acting
through its Board of Directors to amend the Plan; and
WHEREAS, the Board of Directors of the Corporation has authorized
certain officers of the Corporation to amend the Plan.
NOW, THEREFORE, effective June 30, 1996, the Plan is hereby amended
as follows:
1. Section 2.1 of the Plan is hereby deleted and a new Section 2.1
is inserted to read as follows:
2.1 Participant - On the Effective Date, all persons who have
been granted a stock option under the Corporation's Executive Bonus
Plan shall be Participants in this Plan. All other persons employed
by the Corporation and its Subsidiaries who have received on stock
option grant under the Corporation's Executive Bonus Plan are
eligible to participate at the discretion of the Board of Directors.
All persons who have been granted a stock option under the
Corporation's Executive Stock Bonus Plan and who are eligible to
actively Participate in the PNC Retirement Savings Plan are not
eligible to participate in this Plan. Any person who was a
Participant in this Plan shall cease participation on the date such
person is eligible to be an active participant in the PNC Retirement
Savings Plan.
2. Section 3 of the Plan is hereby amended by inserting Section 3.4
to read as follows:
3.4 Frozen Benefit - Any Participant who is eligible to
actively participate in the PNC Retirement Savings Plan shall have
the value of his or her benefit frozen as of the first day of the
month following the date he or she is eligible to actively
participate in the PNC Retirement Savings Plan. Such frozen benefit
otherwise payable under the Plan, provided that any future benefit
eligibility requirements are met.
IN WITNESS WHEREOF, PNC Bank Corp. has caused this Amendment No. 1
to be executed by its duly authorized officers and attested this 29th day of
May, 1996, effective as of June 30, 1996.
ATTEST: PNC BANK CORP.
By: /s/ WILLIAM F. STROME /s/ JOANNE BLEHI
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William F. Strome Joanne Blehi
Secretary Vice President
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NOVEMBER 21, 1996
AMENDMENT TO THE PNC FINANCIAL CORP
SUPPLEMENTAL EXECUTIVE RETIREMENT
INCOME AND DISABILITY PLAN
WHEREAS, PNC Bank Corp. ("PNC") maintains the PNC Financial Corp
Supplemental Executive Retirement Income and Disability Plan (the "Plan"); and
WHEREAS, Section 7 of the Plan authorizes PNC to amend the Plan at
any time; and
WHEREAS, it has been determined that it is in the best interest of
PNC to amend the Plan to (a) reflect the change in name of PNC Financial Corp
to PNC Bank Corp., (b) protect the rights of Plan participants to retirement
and disability benefits hereunder after a Change in Control, and (c) make
certain other changes;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. The Plan is hereby renamed the "PNC Bank Corp. Supplemental
Executive Retirement Income and Disability Plan" and all references in the Plan
to "PNC Financial Corp" are hereby changed to "PNC Bank Corp."
2. Section 2.5 of the Plan is hereby amended to add the following
sentence at the end thereof:
Notwithstanding the foregoing, after a Change in Control, in no event
shall a Participant's Annual Base Salary for purposes of determining
disability benefits and retirement benefits hereunder be less than his
annual pay rate as of the last payday of the January preceding the
date of the Change in Control.
3. Section 2.6 of the Plan is hereby amended to read as follows:
Compensation - The Annual Base Salary established by the Corporation
for services rendered by a Participant for a particular year, plus the
amount of cash, if any, whether deferred or not, awarded to a
Participant under any Executive Bonus Plan paid during that same year.
4. The Plan is hereby amended to replace the term "Annual
Compensation" with the word "Compensation" in each place such term appears.
5. Section 2.8 is hereby amended to read as follows:
Executive Bonus Plan - The PNC Bank Corp. 1994 Annual Incentive Award
Plan, the PNC Bank Corp. 1996 Executive Incentive Award Plan, or any
successor or predecessor plans thereto (hereinafter be referred to as
"Existing Plans") or any other annual bonus plan (an "Other Bonus
Plan"); provided, however, that with respect to any Other Bonus Plan,
the annual bonus amount used in the calculation of Compensation
hereunder shall be the lower of the amount awarded under such Other
Bonus Plan or the amount that such Participant would have been awarded
under an Existing Plan had his annual bonus been awarded pursuant to
the same grade or level that is used for calculating his recommended
stock option grant under the 1992 Long-Term Incentive Award Plan
(except for Gary J. Zentner who shall have the amount of his annual
bonus amount used in the calculation of Compensation hereunder
calculated in accordance with the applicable Other Bonus Plan subject
to an annual limit of 200% of Annual Base Salary).
6. Section 2.9 is hereby deleted in its entirety and Sections 2.10
and 2.11 are hereby redesignated as Sections 2.9 and 2.10.
7. Section 2.10 is hereby amended to add the following at the end
thereof: "or any successor plan thereto."
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8. Section 2 of the Plan is hereby amended to add new Sections 2.11
through 2.18 to read as follows:
2.12 Board - the Board of Directors of PNC.
2.13 Cause - (a) the willful and continued failure of a
Participant to substantially perform the Participant's duties with the
Corporation (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Participant by the Board, the Chief Executive Officer of
PNC, or the Participant's superior, which specifically identifies the manner in
which the Board, Chief Executive Officer, or superior believes that the
Participant has not substantially performed the Participant's duties; or
(b) the willful engaging by the Participant in illegal
conduct or gross misconduct that is materially and demonstrably injurious to
the Corporation.
For purposes of the preceding clauses (a) and (b), no act or failure to act, on
the part of a Participant, shall be considered "willful" unless it is done, or
omitted to be done, by the Participant in bad faith and without reasonable
belief that the Participant's action or omission was in the best interests of
the Corporation. Any act, or failure to act, based upon the instructions or
prior approval of the Board, Chief Executive Officer of PNC or the
Participant's superior, or based upon the advice of counsel for the
Corporation, shall be conclusively presumed to be done, or omitted to be done,
by the Participant in good faith and in the best interests of the Corporation.
The cessation of employment of the Participant shall not be deemed to be for
Cause unless and until there shall have been delivered to the Participant a
copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board or the Committee at a Board or
Committee meeting called and held for the purpose of considering such
termination finding that, in the good faith opinion of the Board or Committee,
the Participant is guilty of the conduct described in clause (a) or (b) above,
and specifying the particulars thereof in detail. Such resolution shall be
adopted only after reasonable notice of such meeting is provided to the
Participant and the Participant is given an opportunity, together with counsel,
to be heard before the Board or the Committee.
2.14 Change in Control - a change of control of PNC of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act,
whether or not PNC is then subject to such reporting requirement; provided,
however, that without limitation, a Change in Control shall be deemed to have
occurred if:
(a) any person, excluding employee benefit plans of PNC, is
or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of securities of PNC representing
twenty percent (20%) or more of the combined voting power of PNC's then
outstanding securities, provided, however, that such an acquisition of
beneficial ownership representing between twenty percent (20%) and forty
percent (40%), inclusive, of such voting power shall not be considered a Change
in Control if the Board approves such acquisition either prior to or
immediately after its occurrence;
(b) PNC consummates a merger, consolidation, share exchange,
division or other reorganization or transaction of PNC (a "Fundamental
Transaction") with any other corporation, other than a Fundamental Transaction
that results in the voting securities of PNC outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least sixty
percent (60%) of the combined voting power immediately after such Fundamental
Transaction of (i) PNC's outstanding securities, (ii) the surviving entity's
outstanding securities, or (iii) in the case of a division, the outstanding
securities of each entity resulting from the division;
(c) the shareholders of PNC approve a plan of complete
liquidation or winding-up of PNC or an agreement for the sale or disposition
(in one transaction or a series of transactions) of all or substantially all of
PNC's assets;
(d) as a result of a proxy contest, individuals who prior to
the conclusion thereof constituted the Board (including for this purpose any
new director whose election or nomination for election by PNC's shareholders in
connection with such proxy contest was approved by a vote of at least
two-thirds (2/3) of the directors then still in
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office who were directors prior to such proxy contest) cease to constitute at
least a majority of the Board (excluding any Board seat that is vacant or
otherwise unoccupied);
(e) during any period of twenty-four consecutive months,
individuals who at the beginning of such period constituted the Board
(including for this purpose any new director whose election or nomination for
election by PNC's shareholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who were directors at the beginning
of such period) cease for any reason to constitute at least a majority of the
Board (excluding any Board seat that is vacant or otherwise unoccupied); or
(f) the Board determines that a Change in Control has
occurred.
"Person" has the meaning given in Section 3(a)(9) of the Exchange Act and also
includes any syndicate or group deemed to be a "person" under Section 13(d)(3)
of the Exchange Act.
Notwithstanding anything to the contrary herein, a divestiture or spin-off of a
Subsidiary or division of PNC shall not by itself constitute a "Change in
Control."
2.15 Credited Service - means "Credited Service" as defined in the
Pension Plan as of the date hereof or as defined from time to time after the
date hereof if such definition results in a longer period of Credited Service
for the applicable Participant.
2.16 Good Reason - means: (a) the assignment to a Participant of any
duties inconsistent in any respect with the Participant's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities immediately prior to the Change in Control, or any other
action by the Corporation which results in a diminution in any respect in such
position, authority, duties or responsibilities, excluding for this purpose an
isolated, insubstantial and inadvertent action not taken in bad faith that is
remedied by the Corporation promptly after receipt of notice thereof given by
the Participant;
(b) a reduction by the Corporation in the Participant's
annual base salary as in effect on the date hereof; as the same may be
increased from time to time;
(c) the Corporation's requiring the Participant to be based
at any office or location that is more than fifty (50) miles from the
Participant's office or location immediately prior to the Change in Control;
(d) the failure by the Corporation (i) to continue in effect
any bonus, stock option or other cash or equity-based incentive plan in which
the Participant participates immediately prior to the Change in Control that is
material to the Participant's total compensation, unless a substantially
equivalent arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to such plan, or (ii) to continue the Participant's
participation in such plan (or in such substitute or alternative plan) on a
basis at least as favorable, both in terms of the amount of benefits provided
and the level of the Participant's participation relative to other
participants, as existed immediately prior to the Change in Control; or
(e) the failure by the Corporation to continue to provide the
Participant with benefits substantially similar to those received by the
Participant under any of the Corporation's pension (including, but not limited
to, tax-qualified plans), life insurance, health, accident, disability or other
welfare plans in which the Participant was participating, at costs
substantially similar to those paid by the Participant, immediately prior to
the Change in Control.
2.17 PNC - PNC Bank Corp. and any successors thereto.
2.18 Retirement - A Participant's termination of employment
with the Corporation (a) for any reason after completing a period of Credited
Service of at least 5 years and attaining age 55 (or age 50 in the case of any
Participant listed in Schedule A hereto), or (b) by the Participant for Good
Reason after a Change in Control or by the Corporation without Cause after a
Change in Control.
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9. Section 3.1 is hereby amended to replace the word "retirement"
with the word "Retirement" in the first two places such term appears, to
replace the words "year of service" with "year of Credited Service (including
fractions thereof)", and to add the words "(assuming that the Participant
elected a single life annuity under the Pension Plan and commenced receiving
benefits at age 62)" after the word "respectively".
10. Section 3.1.1 is hereby amended in its entirety to read as
follows:
The amount produced by 3.1(b) above will be reduced by the annual
amount of any benefit the Participant is entitled to receive under the
Pension Plan and the PNC Bank Corp. Supplemental Pension Plan,
assuming the Participant commenced receiving benefit payments in the
form of a single life annuity under such plans at age 62. Unless
instructed otherwise in writing by the Participant, the annual amount
payable pursuant to Section 3.1(a) or 3.1(b) and the preceding
sentence shall be paid in monthly installments, commencing on the
first day of the month coincident or next following the Retirement of
the Participant and continuing for fifteen years. Any benefit payment
made pursuant to Section 3.1(a) or 3.1(b) that commences prior to a
Participant's attainment of age 62 shall be actuarially reduced in
accordance with reduction factors used in the Pension Plan. A
Participant may, at any time at least one year before his Retirement,
elect in writing to receive, in lieu of the monthly retirement benefit
to which he is entitled hereunder, a lump-sum cash payment equal to
the present value of such monthly benefit, calculated using the
mortality rates and interest rate used under the Pension Plan as of
the date the payment is to be made. Notwithstanding the foregoing
sentence, a Participant who attains Retirement during the period
commencing on November 21, 1996 and ending on November 21, 1997 may
elect such lump sum payment in writing within thirty (30) days of
being notified of the foregoing election requirement.
11. Section 5 of the Plan is hereby amended to add the words "on the
date of a Participant's Retirement" at the end of the first sentence thereof
and to add the following sentence at the end thereof:
Notwithstanding the foregoing, in the sole discretion of the PNC and
its Subsidiaries, PNC and/or its Subsidiaries may establish a
nonqualified grantor trust and make contributions thereto for the
purpose of providing a source of funds to pay benefits as they become
due and payable hereunder; provided, however, that no such trust shall
result in a Participant being required to include in gross income for
Federal income tax purposes any benefits payable hereunder prior to
the date of actual payment. Notwithstanding the establishment of any
such trust, a Participant's rights hereunder shall be solely those of
a general unsecured creditor of PNC and its Subsidiaries. It is the
intention of PNC and its Subsidiaries and Participants hereunder that
the Plan be unfunded for tax purposes and for purposes of Title I of
the Employee Retirement Income Security Act of 1974, as amended.
12. Section 7 of the Plan is hereby amended to read as follows:
The Plan may be amended or terminated by the Board at any time, and
any Subsidiary of PNC that has adopted the Plan may withdraw from
further participation in the Plan at any time; provided, however, that
no such amendment, termination or withdrawal (each, a "Plan Change")
shall reduce or in any way adversely affect (a) the retirement or
disability benefits payable hereunder with respect to a Participant
who is entitled to benefits under 3.2 hereof by reason of having
become disabled prior to the date of the Plan Change or who has
terminated employment with the Corporation prior to the date of such
Plan Change, or (b) the amount of, or payment of, the Accrued Benefit
(as hereinafter defined) of any other Participant as of the date of
such Plan Change. For purposes of this Section 7, the term "Accrued
Benefit" means the amount of the retirement benefit that would be
payable to the Participant hereunder assuming that (a) the Participant
terminated employment immediately prior to the Plan Change, and (b)
solely for the purpose of determining the Participant's eligibility
for Retirement under this Plan and not for purposes of determining the
amount of his retirement benefit under 3.1 hereof, that the
Participant had attained age 55 and completed 5 years of Credited
Service (to the extent that the Participant had not yet attained such
age and completed such years of Credited Service immediately prior to
the Plan Change). After a Change in Control, the provisions of this
Section 7 and Section 10 hereof may not be amended with respect to a
Participant without the written consent of the Participant; provided,
however, that the failure of a Participant to consent to any such
amendment shall not impair the ability of the Board to amend the Plan
with respect to any other Participant who has consented to such
amendment.
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13. Section 9 of the Plan is hereby amended to delete the words "of
Directors of the Corporation".
14. A new Section 10 is hereby added to the Plan to read as follows:
10. Successors. In addition to any obligations imposed by law
upon any successor(s) to PNC and its Subsidiaries, PNC and its
Subsidiaries shall be obligated to require any successor(s) (whether
direct or indirect, by purchase, merger, consolidation, operation of
law, or otherwise) to all or substantially all of the business and/or
assets of PNC and its Subsidiaries to expressly assume and agree to
perform under this Plan in the same manner and to the same extent that
PNC and its Subsidiaries would be required to perform under it if no
such succession had taken place; in the event of such a succession,
references to "PNC," "PNC Bank Corp.," "Corporation" and "Subsidiary"
herein shall thereafter be deemed to include such successor(s).
15. A new Schedule A is hereby added to the Plan to read as attached
hereto.
IN WITNESS WHEREOF, PNC Bank Corp. has caused this Amendment to the
PNC Financial Corp Supplemental Executive Retirement Income and Disability Plan
to be duly adopted as of this 21st day of November, 1996.
PNC BANK CORP.
By: /s/ WILLIAM E. ROSNER
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William E. Rosner
Senior Vice President
WITNESS:
/s/ THOMAS R. MOORE
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Thomas R. Moore
Assistant Corporate Secretary
SCHEDULE A - LIST OF PARTICIPANTS
Intentionally omitted.
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