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Excess Benefit Supplemental Employee Retirement Plan

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Exhibit 10(g)


FIRST AMENDMENT TO
THE FIRST NATIONAL BANK OF BOSTON
EXCESS BENEFIT SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


The First National Bank of Boston Excess Benefit Supplemental Employee Retirement Plan (the "Plan") is hereby amended, effective as of June 23, 1994 unless otherwise noted, as follows:


1. Section 2(j) is restated in its entirety as follows:


(j) "Change of Control" means the occurrence of any one of the following events:


(i) a Bank Holding Company Act Control Acquisition; or


(ii) a Twenty-five Percent Stock Acquisition; or


(iii) an Unusual Board Change; or


(iv) a Securities Law Change of Control; or


(v) the stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of
the Corporation's assets (or any transaction having a similar
effect).


2. Section 2(l) is restated in its entirety as follows:


(l) "Continuing Director" means any director (i) who has continuously
been a member of the Board of Directors of the Corporation since not later
than the date of the Plan or (ii) who is a successor of a director
described in clause (i), if such successor (and any intervening successor)
shall have been recommended or elected to succeed a Continuing Director by
a majority of the then Continuing Directors.


3. Section 2(n) is restated in its entirety as follows:


(n) "Securities Law Change of Control" means a change in control of
the Corporation of a nature that would be required to be reported in
response to item 1(a) of Current Report on Form 8-K or item 6(e) of
Schedule 14A of Regulation 14A or any similar item, schedule or form under
the Exchange Act, as in effect at the time of the change, whether or not
the Corporation is then subject to such reporting requirement, including
without limitation a merger or consolidation of the Corporation with any
other corporation, other than (i) a merger or consolidation which would
result in the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving or parent
entity) forty-five percent (45%) or more of the combined voting power of
the voting securities (entitled to vote generally for the election of
directors) of the Corporation or such surviving or parent entity
outstanding immediately after such merger or consolidation and which would
result in Continuing Directors immediately prior to such merger or
consolidation constituting more than two-thirds (2/3) of the membership of
the Board of Directors of the Corporation or the board of such surviving or
parent entity immediately after such merger or consolidation or (ii) a
merger or consolidation effected to implement a recapitalization of the
Corporation (or similar transaction) in which no Person acquired twenty-
five percent (25%) or more of the combined voting power of the
Corporation's then outstanding securities.


4. Section 2(o) is restated in its entirety as follows:


(o) A "Twenty-Five Percent Stock Acquisition" occurs when any Person
is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Corporation representing twenty-five percent (25%) or more of the
combined voting power of the Corporation's then outstanding voting
securities. "Person" has the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
however, a Person shall not include (i) the Corporation or any of its
subsid-


iaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or any of its subsidiaries, (iii)
an underwriter temporarily holding securities pursuant to a registered
offering of such securities in accordance with an agreement with the
Corporation, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Corporation in substantially the same proportions as
their ownership of stock of the Corporation. "Beneficial Owner" has the
meaning defined in Rule 13d-3 under the Exchange Act.


5. Section 8 is amended by deleting the following text from the second sentence of the second paragraph thereof:


, or if a majority of the Continuing Directors has determined pursuant to
Section 2(k) above that an event does not constitute a Change of Control
and subsequently revokes such determination within 10 days of such
revocation.


6. Section 11 is amended by restating the second paragraph thereof in its entirety and adding a third paragraph as follows:


The Committee may at any time and from time to time amend the Plan in
any manner; provided, that no such amendment shall reduce the amounts
previously credited on behalf of any Participant for periods prior to the
date of such amendment. The Retirement Plan Committee of the Bank may make
nonmaterial changes to the Plan.


Notwithstanding the foregoing, no termination or amendment made after
a Change of Control shall (i) reduce the amounts previously credited on
behalf of any Participant for periods prior to the date of such Change of
Control, (ii) eliminate or reduce the obligation to deposit assets in the
grantor trust described in Section 8 in the event of a Change of Control,
or (iii) eliminate or reduce, with respect to such Change of Control, any
such obligations of any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Corporation.


THE FIRST NATIONAL BANK OF BOSTON
EXCESS BENEFIT SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


1. Purpose and Effective Date.
--------------------------


The purpose of this Plan is to provide an arrangement whereby eligible executives can be compensated for the reduction in retirement benefits that would otherwise be incurred by such executive as a result of the limitations imposed by sections 415 and 401(a)(17) of the Code in the calculation of retirement benefits under the Retirement Plan. The Plan is effective January 1, 1989.


2. Definitions.
-----------


(a) "Plan" means The First National Bank of Boston Excess Benefit Supplemental Employee Retirement Plan as set forth herein and as from time to time amended.


(b) "Employer" means The First National Bank of Boston and such of its affiliates which participate in the Plan.


(c) "Committee" means the Compensation Committee of the Board of Directors of the Bank.


(d) "Corporation" means Bank of Boston Corporation.


(e) "Bank" means The First National Bank of Boston.


(f) "Participant" means an executive who participates in the Plan.


(g) "Retirement Plan" means the Retirement Plan of The First National Bank of Boston and Certain Affiliated Companies.


(h) "Interest Rate" means the earnings equivalent rate at which Cash Balance Accounts are periodically increased under the Retirement Plan.


(i) "Code" means the Internal Revenue Code of 1986 as amended from time to time.


(j) "Change of Control" means the occurrence of any of the followi
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