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Exhibit 10(i)
FIRST TENNESSEE NATIONAL CORPORATION
AMENDED AND RESTATED PENSION RESTORATION PLAN
ADOPTED OCTOBER 25, 1995
(As Amended and Restated 1-19-99)
I. PURPOSE
This Plan is established by First Tennessee National Corporation and
any successor thereto and its subsidiaries (herein collectively
referred to as "the Company") for the purpose of encouraging and
enabling the Company to attract, motivate and retain key executives and
for the purpose of providing benefits for certain members of the First
Tennessee National Corporation Pension Plan (hereinafter called "the
Program") in excess of the limitations of benefits and contributions
imposed in respect to such Program by Section 415 and any excess that
may result from any limitation on compensation that may be considered
by the Program pursuant to Section 401(a)(17), of the Internal Revenue
Code of 1986 ("IRC"), as amended.
II. EFFECTIVE DATE
The original effective date of the Pension Restoration Plan
(hereinafter referred to as the "Plan") was January 1, 1984. The
effective date of this Amended and Restated Pension Restoration Plan
shall be October 25, 1995.
III. ADMINISTRATION AND ELIGIBILITY
A. The Plan will be administered by the Administration Committee
(hereinafter referred to as the "Committee") consisting of the
Executive Vice President, Division Manager-Personnel and the
Vice- President, Division Manager-Personnel and the
Vice-President, Manager Compensation. The executives of the
Company who will participate will be a select group of
management or highly compensated employees and occupy a
position in salary grades 1 through 6, as determined by the
Human Resources Committee of the Board of Directors, and will
receive benefits in accordance with the provisions of the
Plan.
B. The Committee will have the discretion, authority and
responsibility (1) of interpreting the Plan and any agreement
evidencing benefits granted hereunder, and (2) making all
other determinations in connection with the administration of
the Plan, all of which shall be final and conclusive.
IV. PAYMENT OF BENEFITS
A. In order to qualify to receive the benefits set forth in
Paragraph VI, below, a participant must remain employed until
age 65, unless an early retirement date is approved by the
Human Resources Committee of the Board of Directors.
B. Benefits payable pursuant to the terms of the Plan shall be
paid directly from the general assets of the Company. Should
the Company establish any advance reserve, such reserve or
fund shall not under any circumstances be deemed to be an
asset of the Plan nor a source of payment of any claims under
the Plan but, at all times, shall remain a part of the general
assets of the Company.
V. RETIREMENT DATE
A participant shall be retired under this Plan on the same Retirement
Date applicable for him/her under the Program.
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VI. CALCULATION OF BENEFITS
Commencing with the first month immediately following retirement, each
Participant shall receive a monthly payment equal to the difference
between (A) and (B) below, in each case determined without regard to
Section 11.3(b) of the Program:
A. The monthly pension that would have been payable from the
Program; determined under its rules on the Participant's
Retirement Date, but as if the limitations imposed by IRC
Section 415 and Section 401(a)(17) did not apply.
B. The actual monthly pension payable to the Participant from the
Program.
Any monthly payment under the Plan shall be payable in the same manner
and under the same terms and conditions as payments due from the
Program.
VII. CLAIMS PROCEDURES
All claims for benefits under the Plan shall be submitted in writing to
the Committee. A Participant whose claim for benefits is denied shall
have the right to a written explanation of the specific reasons for
such denial and may request the Committee to reconsider such denial.
Upon such a request for reconsideration the Committee shall review its
decision with the Participant who may submit in writing such facts and
issues, and may review such documents as may be pertinent. The
Committee shall render its decision in writing within sixty days. The
Committee's decision shall then be final and conclusive.
VIII. MISCELLANEOUS
A. Nonalienability. No benefit payable at any time hereunder
shall be subject in any manner to alienation, sale, transfer,
assignment, pledge, attachment or other legal process, or
encumbrances of any kind. Any attempt to alienate, sell,
transfer, assign, pledge or otherwise encumber any such
benefit, whether currently or hereafter payable, shall be
void. Except as otherwise specifically provided by law, no
such benefit shall, in any manner, be liable for or subject to
the debts or liabilities of any participant or any other
person entitled to such benefit.
B. No Rights to Employment. The Plan shall not be construed as
providing any participant with the right to be retained in the
Company's employ or to receive any benefit not specifically
provided hereunder.
C. Amendment and Termination. The Company shall have the right,
at any time and from time to time, to amend in whole or in
part, or to terminate any of the provisions of the Plan, and
such amendment or termination shall be binding upon all
participants and parties interest. Notwithstanding the
foregoing, the benefits payable hereunder may not be reduced
or terminated for those participants who have attained age 65,
or for whom an early retirement date has been approved by the
Human Resources Committee of the Board of Directors, acting
pursuant to Section IV(A) hereof.
D. Governing Law. The Plan shall be governed by and construed in
accordance with the Employee Retirement Income Security Act of
1974 (P.L. 93-406) and to the extent not pre-empted thereby,
by the laws of the State of Tennessee.
E. Successors. This Plan shall bind any successor of the Company,
its assets or its businesses (whether direct or indirect, by
purchase, merger, consolidation or otherwise), in the same
manner and to the same extent that the Company would be
obligated under this Plan if no succession had taken place.
In the case of any transaction in which a successor would not
by the foregoing provision or by operation of law be bound by
this Plan, the Company shall require such successor expressly
and unconditionally to assume and agree to perform the
Company's obligations under this Plan, in the same manner and
to the same extent that the Company would be required to
perform if no such succession
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had taken place. The term "Company," as used in the Plan,
shall mean the Company as hereinbefore defined and any
successor or assignee to the business or assets which by
reason hereof becomes bound by this Plan.
IX. CHANGE IN CONTROL
A. "Change in Control" means the occurrence of any one of the
following events:
(i) individuals who, on January 21, 1997, constitute the Board
(the "Incumbent Directors") cease for any reason to constitute
at least a majority of the Board, provided that any person
becoming a director subsequent to January 21, 1997, whose
election or nomination for election was approved by a vote of
at least three-fourths (3/4) of the Incumbent Directors then
on the Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named
as a nominee for director, without written objection to such
nomination) shall be an Incumbent Director; provided, however,
that no individual elected or nominated as a director of the
Company initially as a result of an actual or threatened
election contest with respect to directors or as a result of
any other actual or threatened solicitation of proxies or
consents by or on behalf of any person other than the Board
shall be deemed to be an Incumbent Director;
(ii) any "Person" (as defined under Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") and as used in Section 13(d) or Section 14(d) of the
Exchange Act) is or becomes a "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding
securities eligible to vote for the election of the Board (the
"Company Voting Securities"); provided, however, that the
event described in this paragraph (ii) shall not be deemed to
be a change in control by virtue of any of the following
acquisitions: (A) by the Company or any entity in which the
Company directly or indirectly beneficially owns more than 50%
of the voting securities or interests (a "Subsidiary"), (B) by
an employee stock ownership or employee benefit plan or trust
sponsored or maintained by the Company or any Subsidiary, (C)
by any underwriter temporarily holding securities pursuant to
an offering of such securities, or (D) pursuant to a
Non-Qualifying Transaction (as defined in paragraph (iii));
(iii) consummation of a merger, consolidation, share exchange
or similar form of corporate transaction involving the Company
or any of its Subsidiaries that requires the approval of the
Company's shareholders, whether for such transaction or the
issuance of securities in the transaction (a "Business
Combination"), unless immediately following such Business
Combination: (A) more than 50% of the total voting power of
(x) the corporation resulting from such Business Combination
(the "Surviving Corporation"), or (y) if applicable, the
ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the voting securities eligible
to elect directors of the Surviving Corporation (the "Parent
Corporation"), is represented by Company Voting Securities
that were outstanding immediately prior to the consummation of
such Business Combination (or, if applicable, is represented
by shares into which such Company Voting Securities were
converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the
same proportion as the voting power of such Company Voting
Securities among the holders thereof immediately prior to the
Business Combination, (B) no person (other than any employee
benefit plan sponsored or maintained by the Surviving
Corporation or the Parent Corporation), is or becomes the
beneficial owner, directly or indirectly, of 20% or more of
the total voting power of the outstanding voting securities
eligible to elect directors of the Parent Corporation (or, if
there is no Parent Corporation, the Surviving Corporation) and
(C) at least a majority of the members of the board of
directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) were Incumbent
Directors at the time of the Board's approval of the execution
of the initial agreement providing for such Business
Combination (any Business Combination which satisfies all of
the criteria specified in (A), (B) and (C) above shall be
deemed to be a "Non-Qualifying Transaction"); or
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(iv) the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company or a sale
of all or substantially all of the Company's assets.
Notwithstanding the foregoing, a Change in Control of the Company shall
not be deemed to occur solely because any person acquires beneficial
ownership of more than 20% of the Company Voting Securities as a result
of the acquisition of Company Voting Securities by the Company which
reduces the number of Company Voting Securities outstanding; provided,
that if after such acquisition by the Company such person becomes the
beneficial owner of additional Company Voting Securities that increases
the percentage of outstanding Company Voting Securities beneficially
owned by such person, a change in control of the Company shall then
occur.
B. Notwithstanding anything herein to the contrary, the benefits
payable under the Plan (both benefits that have accrued at the
time of a Change in Control and those that accrue thereafter)
may not be reduced or terminated after a Change in Control for
any individual who was a participant in the Plan at the time
of the Change in Control.
C. (1) Notwithstanding anything in the Plan to the contrary, in
the event a Change in Control or the "Pre-Change in Control
Date" (as defined below) occurs, the Company shall make a lump
sum payment ("Payment") to each Participant (including any
Participant currently receiving benefits under the Plan) on a
date (the "Distribution Date") no later than 2 business days
after the Change in Control has occurred (or, if an agreement
to effectuate a Change in Control pursuant to a Business
Combination has been executed, on the date (the "Pre-Change in
Control Date") that is the third business day prior to the
date the Chief Executive Officer of the Company believes in
good faith will be the effective date of such Change in
Control, but in any event prior to the effective date of such
Change in Control).
(2) The Payment shall be in an amount equal to the accrued
benefit (the "Accrued Benefit") under the Plan as of the
Distribution Date converted into an Actuarially Equivalent
lump sum (in accordance with the provisions of paragraphs (3)
through (6) below). For purposes of determining the
Actuarially Equivalent lump sum of an Accrued Benefit, the
mortality table specified under the Program for actuarial
equivalence and an interest rate of 4.2% shall be used.
(3) If a Participant is age 65 or older as of the Distribution
Date, the Accrued Benefit shall be converted to an Actuarially
Equivalent lump sum assuming that such Participant (a) retired
on the Distribution Date and (b) immediately commenced receipt
of the Accrued Benefit in the normal form of benefit under the
Program.
(4) If a Participant has not attained age 65 as of the
Distribution Date, but is at least age 55, the Accrued Benefit
shall be converted to an Actuarially Equivalent lump sum
assuming that (a) such Participant retired on the Distribution
Date, (b) the Accrued Benefit was reduced for early
commencement using the reduction factors specified in the
Program determined without regard to Section 11.3(b) of the
Program and (c) such Participant immediately commenced receipt
of such reduced Accrued Benefit in the normal form of benefit
under the Program.
(5) If a Participant has not attained age 55 as of the
Distribution Date, the Accrued Benefit shall first be
converted to an Actuarially Equivalent lump sum assuming that
(a) such Participant was age 55 on the Distribution Date, (b)
the Accrued Benefit was reduced for early commencement using
the reduction factors specified in the Program determined
without regard to Section 11.3(b) of the Program for a
Participant retiring at age 55 and (c) such Participant
commenced receipt at age 55 of such reduced Accrued Benefit in
the normal form of benefit under the Program. Such Actuarially
Equivalent lump sum shall then be further reduced from age 55
to such Participant's actual age as of the Distribution Date,
using an interest rate of 4.2% but without any reduction for
mortality.
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(6) Notwithstanding anything to the contrary in this Section
IX.C, in the event any Participant (or any Participant's
beneficiary) is receiving benefit payments under the Plan as
of the Distribution Date (such Participant or beneficiary, a
"Retiree"), the amount of the Payment payable to such Retiree
shall be the Actuarially Equivalent lump sum value of such
remaining benefit payments that would otherwise be payable to
such Retiree.
(7) With respect to any Retiree, the Payment payable under
this Section IX.C shall be in lieu of, and in full settlement
of, any other remaining amounts that would have been payable
to such Retiree had a Change in Control (or the Pre-Change in
Control Date) not occurred, and the Company shall have no
further obligations to such Retiree after such Payment is
made. With respect to any Participant other than a Retiree, in
the event the Plan is continued and not terminated following a
Change in Control, any amount finally determined under Section
VI of the Plan upon such Participant's actual retirement shall
be offset by the amount of the Accrued Benefit (as converted
to the applicable form of benefit) determined under this
Section IX.C."
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