1982 Performance, Restricted Stock Plan

EXHIBIT 10.d


CONTINENTAL BANK CORPORATION
1982 PERFORMANCE, RESTRICTED STOCK
AND STOCK OPTION PLAN


As amended


Last Amended April 28, 1997


CONTINENTAL BANK CORPORATION
1982 PERFORMANCE, RESTRICTED STOCK
AND STOCK OPTION PLAN


1. PURPOSE. The purpose of the 1982 Performance, Restricted Stock and Stock Option Plan (the "Plan") of Continental Bank Corporation (the "Company") is to promote the long-term financial interests of the Company by (i) rewarding key executives of the Company and its Subsidiaries (as defined below) for their contributions to the success of the Company, (ii) attracting and encouraging long service by key executives possessing outstanding abilities, (iii) providing competitive incentive compensation in the form of incentive stock options, non- qualified stock options, stock appreciation rights and restricted stock; and (iv) furthering the identity of interests of key executives with those of the Company's stockholders through opportunities for increased stock ownership and awards based on corporate performance. The term "Subsidiary" means any corporation of which the Company owns or controls, directly or indirectly, 50 percent or more of the outstanding shares of stock normally entitled to vote for the election of directors.


2. ADMINISTRATION. The Plan shall be administered, construed and interpreted by a Committee of not less than three members, which, subject to the following provisions of this Section 2, shall be the Compensation Committee of the Board of Directors of the Company until such Board of Directors determines otherwise. No member of the Committee shall be eligible, or within one year prior to such membership shall have been eligible, for selection as a person to whom stock may be awarded or allocated or to whom stock options or stock appreciation rights may be granted under the Plan or any other plan of the Company (or of any of its affiliates) entitling participants therein to acquire stock, stock options or stock appreciation rights of the Company (or of any of its affiliates). The decision of a majority of the members of the Committee shall constitute the decision of the Committee and the Committee may act either at a meeting at which a majority of the members of the Committee is present, or by writing signed by all members of the Committee. The Committee shall have the sole, final and conclusive authority to interpret the Plan. Notwithstanding the foregoing provisions of this Section 2, the Chairman of the Company shall exercise all authority otherwise delegated to the Committee under the Plan with respect to stock options, stock appreciation rights and Restricted Stock (as described in Section 8) awarded to, or held by, person who, at the time such authority is exercised, are not subject to Section 16(a) or Section 16(b) of the Securities Exchange Act of 1934.


3. PARTICIPATION. The Committee shall, from time to time, determine and designate the officers (including officers who are members of the Board of Directors) and other key


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employees of the Company and its Subsidiaries who shall be Participants in the Plan and the number of stock options, stock appreciation rights and shares of Restricted Stock to be awarded to each such Participant. In making any such award the Committee shall take into account the past performance of the Company and its Subsidiaries, the Participant's contributions to such performance, the capacity of the Participant to contribute in a substantial measure to such performance in the future, and such other factors as the Committee may consider relevant.


4. STOCK SUBJECT TO PLAN. Shares of stock subject to the Plan shall be shares of the Company's common stock, par value $4 per share ("Common Stock"). Subject to adjustment as provided in Section 11, the aggregate number of shares of Common Stock which may be delivered under the Plan shall not exceed 4,000,000 shares. Any shares subject to any grant which terminates by expiration, cancellation, forfeiture, surrender or otherwise without the issuance of shares or without payment therefore or, in the case of Restricted Stock, without vesting shall again be available for future grants under the Plan. Either authorized and unissued shares or treasury shares may be delivered under the Plan; provided, however, that unissued shares shall not be awarded as Restricted Stock to any Participant who has been employed by the Company and its Subsidiaries for less than one year, unless the Committee expressly determines, after consideration of all other remuneration paid or payable to the Participant, that the services already rendered to the Company and its Subsidiaries by the Participant for which he is being awarded Restricted Stock have a value of not less than the par value of the shares awarded to him.


5. TERMS OF OPTION. Each option granted pursuant to the Plan shall be evidenced by a Stock Option Agreement between the Company and the Participant, and shall be subject to the following terms and conditions, and to such other terms and conditions not inconsistent therewith as the Committee may deem appropriate in each case:


(a) Option Price. The price at which a share of Common Stock may be
purchased pursuant to the exercise of an option shall be determined by
the Committee at the time such option is granted, but shall not be
less than the greater of (i) the fair market value, as determined by
the Committee, of a share of Common Stock on the date of grant or (ii)
the par value of such stock.


(b) Period for Exercise of Option. The option or any part thereof shall
become exercisable at such date or dates as shall be fixed by the
Committee at the time such option is granted or at such earlier time
as may subsequently be determined by the Committee; provided that an
incentive stock option granted prior to January 1, 1987, by its terms,
shall not be exercisable while there is outstanding, within the
meaning of


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Section 422A(b)(7) of the Internal Revenue Code of 1954, any other
incentive stock option which was granted to the Participant before the
granting of the option and which other incentive stock option is for
the purchase of shares of stock in the Company, in a corporation which
at the time of the granting of the other incentive stock option was a
parent or subsidiary corporation of the Company, or in a predecessor
corporation of any such corporations.


(c) Purchase of Shares. The option price of each share of Common Stock
purchased upon exercise of an option shall be paid in full at the time
of exercise, which payment shall be in cash or, unless otherwise
determined by the Committee, by delivery of shares of Common Stock
having a fair market value equal to the option price, or by a
combination of such shares and cash. Each option may be exercised in
whole or in part, at any time or from time to time, during the period
such option is exercisable, except that no option may be exercised for
less than fifty shares of stock, unless the exercise for a lesser
number of shares will exhaust such option.


(d) Termination of Option. Except as otherwise provided for below, any
option granted pursuant to the Plan shall terminate not more than ten
years after the date on which such option is granted. If a
Participant ceases to be an employee of the Company or any Subsidiary
for any reason other than retirement or death, any option granted to
him pursuant to the Plan shall forthwith terminate. A leave of
absence approved by the Committee, or a transfer of employment from
the Company to any Subsidiary or from a Subsidiary to the Company or
any other Subsidiary, shall not constitute a cessation of employment.
If any Participant ceases to be an employee of the Company or a
Subsidiary by reason of a retirement which entitles him to pension
benefits, other than a deferred vested pension, under any pension plan
then maintained by the Company or a Subsidiary, any option granted to
him pursuant to the Plan may be exercised by him within three years
after the date of his retirement (but not later than ten years after
the date such option was granted) to the full extent such option was
exercisable on the date of such cessation. In the event of the death
of a Participant while in the employ of the Company or a Subsidiary or
within three years after the date of his retirement, any option which
had not previously terminated may be exercised within three years
after the date of his death by his estate or by the person or persons
entitled thereto by will or by applicable laws of descent and
distribution, to the full extent such option was exercisable on the
date of his death;


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provided, however, that an incentive stock option may not be exercised
after the expiration of ten years from the date the option was
granted.


(e) Limitation on Amount of Incentive Stock Options. The aggregate fair
market value (determined at the time the option is granted) of the
shares with respect to which incentive stock options granted after
December 31, 1986 are exercisable for the first time by any
Participant in any calendar year under this Plan and each other stock
option plan of the Company and any parent and subsidiary corporations
shall not exceed $100,000.


6. STOCK APPRECIATION RIGHTS. The Committee may, in its discretion, grant a stock appreciation right to any Participant under the Plan. Each stock appreciation right shall be evidenced by a Stock Appreciation Rights Agreement between the Company and the Participant, and shall relate to and be associated with all or any part of a specific option. A stock appreciation right may be granted either at the time of the grant of the related option or at any time thereafter. A stock appreciation right shall be exercisable only if the fair market value of a share of Common Stock exceeds the option price for the related option and then shall be exercisable to the extent, and only to the extent, that the related option is exercisable. The Committee may at the time of granting any stock appreciation right add such additional conditions and limitations to the stock appreciation right as it shall deem advisable, including, but not limited to, limitations on the period or periods within which the stock appreciation right shall be exercisable and the maximum amount of appreciation to be rec ...