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SOCIETY CORPORATION
DIRECTOR DEFERRED COMPENSATION PLAN
(June 30, 1993 RESTATEMENT)
The Society Corporation Deferred Compensation Plan, originally
established as of January 1, 1984, is hereby amended and restated in its
entirety, effective June 30, 1993.
Society Corporation hereby establishes this Director Deferred
Compensation Plan for directors of Society Corporation and its subsidiaries to
provide directors with the opportunity to defer payment of their directors'
fees in accordance with the provisions of this Plan.
ARTICLE I
DEFINITIONS
For the purposes hereof, the following words and phrases shall
have the meanings indicated.
1. "Account" shall mean the bookkeeping account established
in accordance with Article II hereof.
2. "Beneficiary" shall mean any person designated by a
Participant in accordance with the Plan to receive payment
of all or a portion of the remaining balance of the
Participant's Account in the event of the death of the
Participant prior to receipt by the Participant of the
entire amount credited to the Participant's Account.
3. "Corporation" shall mean Society Corporation, a bank
holding company and its corporate successors, including
the surviving corporation resulting from any merger of
Society Corporation with any other corporation or
corporations.
4. "Director" shall mean (i) any member of the Board of
Directors of the Corporation, (ii) any member of the Board
of Directors of a Subsidiary, and (iii) any member of a
regional, district, or advisory board of the Corporation
or a Subsidiary.
5. "Election Agreement" shall mean a written election to
defer Fees signed in writing by the Director and in the
form provided by the Secretary of the Corporation.
6. "Fees" shall mean the fees earned as a Director.
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7. "Participant" shall mean any Director who has at any time
elected to defer the receipt of Fees in accordance with
the Plan.
8. "Plan" shall mean this Director Deferred Compensation
Plan, together with all amendments hereto.
9. "Subsidiary" shall mean a corporation organized and
existing under the laws of the United States or of any
state or the District of Columbia of which 80 percent or
more of the issued and outstanding stock is owned by the
Corporation or by a Subsidiary of the Corporation, and
which has been designated by the Board of Directors or
Chief Executive Officer of the Corporation as a Subsidiary
eligible to participate in the Plan.
10. "Year" shall mean the calendar year.
ARTICLE II
ELECTION TO DEFER
1. Eligibility. Any Director may elect to defer receipt of
all or a specified portion of his or her Fees for any Year in accordance with
Section 2 of this Article.
2. Election to Defer. A Director who desires to defer the
payment of all or a portion of his or her Fees for any Year must complete and
deliver an Election Agreement to the Secretary of the Corporation no later than
the last day of the Year prior to the Year for which the Fees would otherwise
be paid; provided, however, that any Director hereafter elected to the Board of
Directors of the Corporation or a Subsidiary who was not a Director on the
preceding December 31 may make an election to defer payment of Fees for the
Year in which he is elected to the Board of Directors by delivering the
Election Agreement to the Secretary of the Corporation within 30 days of such
election. A Director who timely delivers the Election Agreement to the
Secretary of the Corporation shall be a Participant. A Participant's Election
Agreement shall continue to be effective from Year to Year until terminated or
modified by written notice to the Secretary of the Corporation. A revocation
or modification must be delivered prior to the beginning of the Year for which
it is to be effective.
3. Amount Deferred; Date of Deferral. A Participant shall
designate on the Election Agreement (a) the amount of his or her Fees that are
to be deferred, (b) the date to which the Participant's Fees shall be deferred,
(c) whether the distribution of deferred fees is to be paid in a lump sum or in
installments or both a lump sum and installments, and (d) if in installments,
the number of quarterly installments. Deferral shall be until the earlier to
occur of (i) the date specified by the Participant which may be not later than
the date on which the Participant would attain age 72, or (ii) the date of
death of the Participant, at which time payment of the amount deferred shall be
made in accordance with Section 7 or 10 hereof. A Participant may select not
more
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than one date upon which a lump sum distribution shall be made and not more
than one date upon which installments shall begin; these distribution dates
shall be the first business day of a calendar quarter.
4. Account. The Corporation shall maintain an Account of the
Fees deferred by each Participant. A Participant shall designate on the
Election Agreement whether to have the Account valued on the basis of Society
Corporation Common Shares in accordance with Section 5 hereof or receive
interest in accordance with Section 6 hereof. The Corporation may, if
necessary or desirable, establish separate Accounts for a Participant to
properly account for amounts deferred under the different alternatives and
years; all such Accounts are collectively referred to herein as the Account.
The Account based on Society Corporation Common Shares shall be known as the
"Common Shares Account", and the interest bearing account shall be known as the
"Interest Bearing Account"; a Participant may defer a portion of his or her
Fees into each type of Account.
5. Common Shares Account. If a Participant elects to have
all or a portion of his or her Fees deferred into the Common Shares Account, as
of the last business day of any quarter, there shall be added to such Account
the number of Common Shares (whole and fractional, rounded to the nearest
one-hundredth of a share) equal to the dollar amount of such Fees payable for
such calendar quarter plus all dividends payable during such quarter on the
Common Shares held in the Account on the first day of such quarter divided by
the market value of the Common Shares at the close of business on the last
business day of such quarter.
6. Interest Bearing Account. If a Participant elects to have
all or a portion of his or her Fees deferred into the Interest Bearing Account,
as of the last business day of any calendar quarter, there shall be added to
the Account the dollar amount of such Fees payable for such calendar quarter
plus all interest payable on such Interest Bearing Account for such quarter as
follows: A Participant's account will receive interest on the lowest balance
in the Interest Bearing Account during each quarter at such rate and in such
manner as determined from time to time by the Board of Directors.
7. Payment of Account; Period of Deferral. The amount of a
Participant's Account shall be paid to the Participant in cash and in a lump
sum and/or in a number of substantially equal consecutive quarterly
installments (not to exceed 40), as elected by the Participant in his or her
Election Agreement. The amount of the Account remaining after payment of an
installment shall continue to be valued in accordance with Section 5 hereof or
bear interest in accordance with Section 6 hereof. The lump sum payment or the
first quarterly installment, as the case may be, shall be made as soon as
reasonably possible after (i) the date specified in section 3 hereof, or (ii)
the date of the Participant's death.
Any installment payment shall be made pro rata from the Common
Shares Account and the Interest Bearing Account. The election as to the time
for and method
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of payment of the amount of the Account relating to Fees deferred for a
particular Year shall be made on the Election Agreement(s) and may not
thereafter be altered except as provided in Section 10 hereof.
In the event that a Participant elects to receive installment
payments under this Section 7,
(a) The amount of the distribution from the Common Shares
Account shall be valued based on the fair market value of
the Common Shares on the last business day of the
calendar quarter immediately prior to the distribution
date;
(b) The amount of the distribution from the Interest Bearing
Account shall be valued based on the value of such
Account on the last business day of the calendar quarter
immediately prior to such distribution date;
(c) The amount of each installment shall be determined by
dividing the value of the Common Shares Account, the
Interest Bearing Account, or both, as the case may be, by
the number of installments remaining to be paid to the
Participant.
8. Small Payments. Notwithstanding the foregoing, if the
quarterly installment payments elected by a Participant hereunder would result
in a quarterly payment of less than $500, the Corporation shall have the right
in its sole discretion to pay the entire amount of the Account to the
Participant in a lump sum on the day the installment payments were to begin.
9. Death of Participant. In the event of the death of a
Participant, the amount of the Participant's Account shall be paid to the
Beneficiary or Beneficiaries designated in writing signed by the Participant in
the form provided by the Secretary of the Corporation; in the event there is
more than one Beneficiary, such form shall include the proportion to be paid to
each Beneficiary and indicate the disposition of such share if a Beneficiary
does not survive the Participant; in the absence of any such designation,
payment from the Account shall be divided equally among all other
Beneficiaries. A Participant's Beneficiary designation may be changed at any
time prior to the Participant's death by execution and delivery of a new
Beneficiary designation form. The form on file with the Corporation at the
time of the Participant's death which bears the latest date shall govern. In
the absence of a Beneficiary designation or the failure of any Beneficiary to
survive the Participant, the amount of the Participant's Account shall be paid
to the Participant's estate in a lump sum ninety days after the appointment of
an executor or administrator. In the event of the death of any Beneficiary
after the death of a Participant, the remaining amount of the Account payable
to such Beneficiary shall be paid in a lump sum to the estate of such
Beneficiary ninety days after the appointment of an executor or administrator
for such estate.
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10. Acceleration. Notwithstanding the foregoing, (i) the
entire amount of a Participant's Account will be paid in a lump sum to the
Participant or his or her Beneficiary in the event of the acquisition of
substantially all of the assets of the Corporation or more than fifty percent
(50%) of its stock by any person, firm, corporation or group of related
corporations, in a transaction or transactions not approved by the Board of
Directors of the Corporation, (ii) the Board of Directors of the Corporation
(or its Executive Committee or Compensation and Organization Committee) may, in
its sole discretion, accelerate the making of payment of the amount of a
Participant's Account to a Participant in the event of an "unforeseeable
emergency" of the Participant; "unforeseeable emergency" is defined as an
unanticipated emergency that is caused by an event beyond the control of the
Participant that would result in severe financial hardship to the individual if
such withdrawal were not permitted; provided, however, that the amount of the
withdrawal under this section is limited to the amount necessary to meet such
emergency, and (iii) the Board of Directors (or its Executive Committee or
Compensation and Organization Committee) may, in its sole discretion,
accelerate the making of payment of all or any portion of the amount of a
Participant's Account to a Participant upon the written request of a
Participant, provided that the Board (or Committee) determines that such
withdrawal would not be adverse to the best interests of the Corporation and
further provided that the request shall be made ninety (90) days before the
requested date of payment, that the Participant shall forfeit an amount equal
to 10% of the amount requested, and that the Participant shall be disqualified
from deferring Fees during the remainder of the calendar year in which the
payment is made and the next succeeding year thereafter. No Participant shall
participate in any Board or Committee action under this Section 10 with regard
to such Participant's own Account. The foregoing provisions of this Section 10
shall not apply to the Common Shares Account of a Director of the Corporation
during his or her term as a Director and for six months thereafter.
11. Statement. Each Participant shall receive a statement of
his or her Account not less than annually.
12. Valuation of the Account. Each Account shall be valued as
of the last day of each calendar quarter until payment of a Participant's Fees
in full in accordance with Section 7 hereof.
If a Participant has elected to have his or her Fees deferred into
the Common Shares Account, the Corporation shall ascertain the number of shares
in the Account (whole and fractional, rounded to the nearest one-hundredth of a
share) after taking into account additions to the Account under Section 5 above
and distributions from the Account under Section 7 above, based on the fair
market value of the Common Shares on the last business day of such calendar
quarter. In the event of any change in the number of outstanding Common Shares
of the Corporation by reason of any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination, exchange of
shares, or a similar corporate change, the Board of Directors
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shall determine, in its sole discretion, the extent to which such change
equitably requires an adjustment in the number of shares held in a
Participant's Account and such adjustment shall be made by the Corporation and
shall be conclusive and binding on all Participants in the Plan.
If a Participant has elected to have his or her Fees deferred into
the Interest Bearing Account, the Corporation shall ascertain the value of such
Interest Bearing Account by adding to the value of the Account at the beginning
of such calendar quarter the dollar amount of the Fees deferred into the
Account for such quarter, plus the value of any interest paid on the Account in
accordance with Section 6 above, less any distributions made from the Account
in accordance with Section 7 above.
ARTICLE III
ADMINISTRATION
The Corporation shall be responsible for the general
administration of the Plan and for carrying out the provisions hereof. The
Corporation shall have all such powers as may be necessary to carry out its
duties under the Plan, including the power to determine all questions relating
to eligibility for and the amount in an Account, all questions pertaining to
claims for benefits and procedures for claim review, and the power to resolve
all other questions arising under the Plan, including any questions of
construction. The Corporation may take such further action as the
Corporation shall deem advisable in the administration of the Plan. The
actions taken and the decisions made by the Corporation hereunder shall be
final and binding upon all interested parties. In accordance with the
provisions of Section 503 of the Employee Retirement Income Security Act of
1974, the Corporation shall provide a procedure for handling claims of
Participants or their Beneficiaries under this Plan. Such procedure shall be
in accordance with regulations issued by the Secretary of Labor and shall
provide adequate written notice within a reasonable period of time with respect
to the denial of any such claims as well as a reasonable opportunity for a full
and fair review by the Corporation of any such denial. Notwithstanding
anything to the contrary contained herein, the Corporation shall be the
"administrator" for the purpose of the Employee Retirement Income Security Act
of 1974.
ARTICLE IV
AMENDMENT AND TERMINATION
The Corporation reserves the right to amend or terminate the Plan
at any time by action of its Board of Directors or a duly authorized Committee
thereof; provided, however, that no such action shall adversely affect any
Participant or Beneficiary with respect to the amount credited to a Deferred
Compensation Account.
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ARTICLE V
PRIOR PLANS
The Plan incorporates the merger of the Deferred Compensation Plan
for Board of Directors of Trustcorp, Inc. (Revised November, 1986) (the
"Trustcorp Plan"), the Centran Corporation Deferred Director Compensation Plan
(the "Centran Plan"), and the Society Bank, Michigan Directors' Deferred
Compensation Plan ("Michigan Plan") in their entirety and all accounts existing
under such Trustcorp Plan and Centran Plan on September 30, 1990, and under
such Michigan Plan on June 30, 1993, shall become Accounts (or, if a
Participant has accounts under the Plan and any of such Plans, shall be merged
into the Account under the Plan) fully subject to all terms and conditions
hereof. All accounts under the Trustcorp Plan and the Centran Plan will be
valued as of September 30, 1990, and all accounts under the Michigan Plan will
be valued as of June 30, 1993, and this will constitute the initial balance of
the Account under this Plan. Participants in the Trustcorp Plan, the Centran
Plan, and the Michigan Plan will be given the opportunity to indicate the type
of election and the type of account(s) into which their Trustcorp Plan, Centran
Plan, or Michigan Plan account will be converted. In the absence of any such
designation, such Participants in the Trustcorp Plan, the Centran Plan, and the
Michigan Plan shall be deemed to have elected the Interest Bearing Account and
the payout method and payment year indicated on their Trustcorp Plan, Centran
Plan, and Michigan Plan elections, unless they have an Account under this Plan,
in which case the Trustcorp Plan, the Centran Plan, or the Michigan Plan
account will merge into such Account and be subject to the distribution
elections made with regard to such Account.
ARTICLE VI
MISCELLANEOUS
1. Nonalienation of Deferred Compensation Account. No
Participant or Beneficiary shall encumber or dispose of the right to receive
any payment of the amount of an Account hereunder without the written consent
of the Corporation. If a Participant or Beneficiary without the written
consent of the Corporation attempts to assign, transfer, alienate, or encumber
the right to receive the amount of a Deferred Compensation Account hereunder or
permits the same to be subject to alienation, garnishment, attachment,
execution, or levy of any kind, then the Corporation, in its discretion, may
hold or pay such amount or any part thereof to or for the benefit of such
Participant or Beneficiary, the Participant's or Beneficiary's spouse,
children, blood relatives, or other dependents, or any of them, in such manner
and in such proportions as the Corporation may consider proper. Any such
application of the amount of an Account may be made without the intervention of
a guardian. The receipt by the payee(s) of such payment(s) shall constitute a
complete acquittance to the Corporation with respect thereto, and neither the
Corporation, nor any Subsidiary, nor any officer, member, employee, or agent
thereof, shall have any responsibility for the proper application thereof.
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2. Plan Noncontractual. Nothing herein contained shall be
construed as a commitment to or agreement with any Director of the Corporation
or a Subsidiary to continue such person's directorship with the Corporation or
Subsidiary, and nothing herein contained shall be construed as a commitment or
agreement on the part of the Corporation or any Subsidiary to continue the
directorship or the rate of director compensation of any such person for any
period. All Directors shall remain subject to removal to the same extent as if
the Plan had never been put into effect.
3. Interest of Director. The obligation of the Corporation
under the Plan to make payment of amounts reflected on an Account merely
constitutes the unsecured promise of only the Corporation to make payments from
its general assets as provided herein, and no Participant or Beneficiary shall
have any interest in, or a lien or prior claim upon, any property of the
Corporation. Further, no Participant or Beneficiary shall have any claim
whatsoever against any Subsidiary for amounts reflected on an Account.
4. Claims of Other Persons. The provisions of the Plan shall
in no event be construed as giving any person, firm, or corporation any legal
or equitable rights against the Corporation or any Subsidiary, or the officers,
employees, or directors of the Corporation or any Subsidiary, except any such
rights as are specifically provided for in the Plan or are hereafter created in
accordance with the terms and provisions of the Plan.
5. Delegation of Authority. Any action to be taken by the
Corporation's Board of Directors under this Plan may be taken by such Board's
Executive Committee or any other duly authorized Committee of the Board of
Directors.
6. Severability. The invalidity and unenforceability of any
particular provision of the Plan shall not affect any other provision hereof,
and the Plan shall be construed in all respects as if such invalid or
unenforceable provisions were omitted herefrom.
7. Governing Law. The provisions of the Plan shall be
governed and construed in accordance with the laws of the State of Ohio.
EXECUTED at Cleveland, Ohio as of the 30th day of June, 1993.
SOCIETY CORPORATION
By:______________________________
Roger Noall, Vice Chairman and
Chief Administrative Officer
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