EXHIBIT 10(L).
THE FIRST NATIONAL BANK OF CHICAGO COMPENSATION AGREEMENT
THIS AGREEMENT executed this ________ day of ___________________, l9__, by
and between THE FIRST NATIONAL BANK OF CHICAGO, a national banking association
(hereinafter referred to as "BANK") and ____________________________________
(hereinafter referred to as "DIRECTOR").
W I T N E S S E T H:
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WHEREAS, DIRECTOR is a director of BANK; and
WHEREAS, BANK and DIRECTOR desire to enter into a compensation agreement.
NOW, THEREFORE, the parties agree that:
l. BANK shall pay and DIRECTOR shall receive compensation for any services
rendered by him as a director to the extent, at the time, and in the manner
hereinafter provided.
2. BANK will cause to be set up upon its books two bookkeeping accounts,
the first to be known as DIRECTOR'S "Deferred Compensation (Cash Account)"
(hereinafter referred to as "Cash Account"), and the second as DIRECTOR'S
"Deferred Compensation (Stock Account)" (hereinafter referred to as "Stock
Account").
(a) Cash Account
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BANK will regularly credit to the Cash Account the amount which
DIRECTOR would otherwise be entitled to receive for his services as a
director in accordance with the terms and provisions of any resolution duly
adopted by the Board of Directors (hereinafter referred to as "BOARD"),
and, on the dividend payment date, an amount equal to the cash dividend
which would have been payable upon that number of shares of First Chicago
Corporation credited to the Stock Account on the record date applicable to
such cash dividend, such credit to continue so long as there shall be
shares credited to the Stock Account.
(b) Stock Account
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On the tenth day (or next business day if a weekend or holiday) of
January, April, July and October of each year, BANK shall determine the
number of full shares of First Chicago Corporation stock which it could
have purchased on that date with the amounts then in the Cash Account,
based upon the closing price of such shares on the New York Stock Exchange
on that date. Such shares shall be credited to the Stock Account and the
amount in the Cash Account reduced accordingly. In addition, the Stock
Account shall be credited with any stock splits or similar distributions
which would have been payable on the number of shares then credited to such
account.
These amounts are to be established for bookkeeping purposes only, shall not
represent either a cash deposit or actual shares, shall not give DIRECTOR any
special right in cash or shares held or owned by BANK, and shall not give rise
to any cause of action by DIRECTOR against BANK, except at such time as DIRECTOR
shall become entitled to receive payment of compensation in accordance with the
terms of this Agreement. BANK shall furnish DIRECTOR quarterly statements
showing the balances in each of these accounts as they exist at the time such
statement is rendered.
3. Commencing in the _________ /1/ year following DIRECTOR'S retirement,
DIRECTOR shall be entitled to receive ________________ /2/ annual payments, such
payments to be made on the first business day of April in each year. In the
event of the death of DIRECTOR prior to said year, the payments shall commence
on the first business day in April in the year following his death. Each
payment shall be determined by dividing the number of payments remaining due
hereunder into the aggregate of:
(a) the amount in the Cash Account, and
(b) the fair market value (on the date such payment is due) of the
shares of stock then credited to the Stock Account, which fair market value
shall be the price at which such stock closed on the New York Stock
Exchange on the last trading day preceding the due date of the payment.
Notwithstanding anything in this Agreement to the contrary, no payments shall be
made pursuant to paragraph 3 hereof prior to the first to occur of Director's
retirement or termination of service as a director, or Director's disability or
death.
4. Any payments due hereunder which shall not have been paid to DIRECTOR
during his lifetime shall be paid to his surviving spouse or to any other person
as he may have designated in a writing filed with BANK to receive the same;
these payments shall be made at the same time or times and in the same amount or
amounts as would have been paid to DIRECTOR had he survived. DIRECTOR shall
have the right during his lifetime to designate in writing and to change (in
writing) the designation of any person to whom BANK shall make payments, if any,
which remain unpaid at his death, and BANK may rely upon the last of such
written designations in its possession in making any such payments.
If any payments remain due hereunder upon the death of the survivor of
DIRECTOR, his spouse or any person designated as the person entitled in a
writing signed by DIRECTOR and filed with BANK to receive payments, BANK may
make any payments due hereunder to the Executor or Administrator of the estate
of the last to survive of the aforementioned.
5. The right of DIRECTOR, his spouse and of any person designated by him
to receive payments hereunder is personal and is not subject to acceleration or
assignment, and BANK shall have no liability for payments hereunder to any
person or in any manner other than is herein provided. However, BANK, by
resolution duly adopted by its BOARD, shall
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1 Insert when payment is to commence, eg., "first", "second", "fifth".
2 Insert number of annual payments to be received.
have the right, at its option and at any time in its sole discretion, to pay all
or any part of the aggregate amount of payments otherwise due hereunder, in cash
(by check), and in advance of any scheduled payment date or dates otherwise
prescribed herein.
5A. Notwithstanding paragraph 3 hereof, upon Director's retirement or
termination of service as a director within one year following a Change of
Control (as defined below), the amount in the Cash Account and the fair market
value of the shares of stock then credited to the Stock Account (equal to the
price at which such stock closed on the New York Stock Exchange on the day of
such retirement or termination) shall be immediately paid in a cash lump sum as
soon thereafter as is practicable to Director.
For this purpose, a "Change of Control" shall mean any of the following
events:
(i) The acquisition, other than from First Chicago Corporation
("FIRST"), by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either
the then outstanding shares of common stock of FIRST or the combined voting
power of the then outstanding voting securities of FIRST entitled to vote
generally in the election of directors, but excluding, for this purpose,
any such acquisition by FIRST or any of its subsidiaries, or any employee
benefit plan (or related trust) of FIRST or its subsidiaries, or any
corporation with respect to which, following such acquisition, more than
50% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the common stock and voting securities of FIRST
immediately prior to such acquisition in substantially the same proportion
as their ownership, immediately prior to such acquisition, of the then
outstanding shares of common stock of FIRST or the combined voting power of
the then outstanding voting securities of FIRST entitled to vote generally
in the election of directors, as the case may be; or
(ii) Individuals who, as of the date hereof, constitute the Board (as
of the date hereof the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by FIRST's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the directors of FIRST (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act); or
(iii) Approval by the stockholders of FIRST of a reorganization,
merger or consolidation of FIRST, in each case, with respect to which all
or substantially all of the individuals and entities who were the
respective beneficial owners of the common
stock and voting securities of FIRST immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such reorganization, merger
or consolidation, or a complete liquidation or dissolution of FIRST or of
the sale or other disposition of all or substantially all of the assets of
FIRST."
6. This Agreement may be amended in writing at any time and in any manner
without consent of any person other than DIRECTOR and BANK, but no such
amendment shall have retroactive effect, and such amendment shall become
effective only as to the next succeeding calendar quarter following the date of
such amendment and thereafter.
7. This Agreement shall be binding upon, and shall inure to the benefit
of, the successors and assigns of BANK.
IN WITNESS WHEREOF, BANK has caused these presents to be executed in its
name and on its behalf pursuant to the authorization of its Board of Directors,
and DIRECTOR has hereunto set his hand all on the day and year first above
written.
THE FIRST NATIONAL BANK OF CHICAGO
By:________________________________________
(SEAL)
Attest:
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Assistant Cashier
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DIRECTOR
AMENDMENT TO
THE FIRST NATIONAL BANK OF CHICAGO
COMPENSATION AGREEMENT
Pursuant to The First National Bank of Chicago Compensation Agreement
between The First National Bank of Chicago and me, as amended from time to time,
(this "Agreement"), said Agreement is amended as follows:
1. A new paragraph 8 is added as follows:
"The DIRECTOR'S right to defer future compensation hereunder shall cease
as of July 31, 1996 and the value of the DIRECTOR'S Cash Account and Stock
Account shall be transferred to the deferred stock unit alternative under the
First Chicago NBD Corporation Director Stock Plan ("Plan"), subject to (i) the
terms and conditions of the Plan, (ii) First Chicago NBD Corporation stockholder
approval of the Plan and (iii) compliance with the requirements of the
Securities Act of 1933 and the Securities Exchange Act of 1934; payments to
DIRECTOR under the Plan of amounts deferred hereunder shall be made in
accordance with DIRECTOR'S deferral elections."
Notwithstanding the provisions of paragraph 6 of the Agreement, this
Amendment shall become effective on the date hereof.
__________________________
THE FIRST NATIONAL BANK OF CHICAGO
By: ________________________
Executive Vice President
Date: January __, 1996
