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EXHIBIT 10.9
FORMS OF AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTS
FORM 1
This Amendment to Change in Control Severance Agreement (this
"Amendment") dated as of November 15, 2000 is made by and between The
PNC Financial Services Group, Inc. (formerly known as PNC Bank Corp.),
a Pennsylvania corporation (the "Company"), and ________________ (the
"Executive").
WHEREAS, the Company and the Executive have previously entered
into a Change in Control Severance Agreement dated as of ____________
(the "Agreement"); and
WHEREAS, the Board of Directors of the Company has determined
that it is in the best interests of the Company and its shareholders to
amend the Agreement to (a) reflect certain changes that have been made
to the Company's employee benefit plans and the personnel
classifications applicable to the Company's executives, (b) provide for
the enhancement, under certain circumstances, of certain pension-based
benefits that become payable to the Executive under the Agreement in
the event of a qualifying termination of employment, and (c) revise the
definition of "Classification Factor" and make certain clarifying
changes; and
WHEREAS, Section 7.7 of the Agreement authorizes its
modification in a writing signed by both the Executive and a designated
officer of the Company;
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and intending to be legally bound hereby,
the Company and the Executive hereby amend the Agreement as follows:
1. Defined Terms. The definitions of capitalized terms used in
this Amendment shall be the same as are set forth in the Agreement,
except as herein amended.
2. Term of Agreement. Effective as of November 15, 2000,
Section 2(b) of the Agreement is amended by replacing the phrase "SEG
6" with the phrase "Corporate Executive Group Level or equivalent
successor classification.".
3. Bonus. Effective as of November 15, 2000, Section
5.2(b)(iii) of the Agreement is amended in its entirety to provide
as follows:
"(iii) General. Any payment made to the Executive under this Section
5.2(b) shall be deemed to be a payment made in fulfillment of the
Company's then existing or future annual bonus obligations (whether
payable in cash or in Company stock), if any, to the Executive under
any Company annual incentive compensation plan or program with respect
to such fiscal years, including any portion of such bonus payable in
the form of Company stock."
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4. Pension Benefits.Effective as of July 6, 2000, Section
5.2(e) of the Agreement is amended in its entirety to provide as
follows:
"(e) Pension Benefits.
(i) Pension Plan Benefits. The pension benefits accrued by the
Executive under the Pension Plan, the Excess Plan, and the SERP (the
"Company Pension Plans") shall be paid to the Executive in accordance
with the terms of such plans.
(ii) Benefits Period Pension Accruals. In addition to amounts
payable to the Executive pursuant to the Company Pension Plans, the
Company shall pay to the Executive a lump sum amount, in cash, equal to
the discounted present value of the difference between (1) the Adjusted
Lump Sum Amount, and (2) the Date of Termination Lump Sum Amount. Such
discounted present value shall be calculated using an interest rate
equal to the Applicable Interest Rate in effect under the Pension Plan
as of the Date of Termination. For purposes of this Section 5.2(e):
"Adjusted Lump Sum Amount" means the total amount that would be
distributed to the Executive in the form of lump sum payments under the
Pension Plan and the Excess Plan assuming that (A) the Executive (I)
remained employed (after the Date of Termination) for the Benefits
Period, (II) was compensated during the Benefits Period at the
Executive's Annual Base Salary and Annual Bonus, (III) received no
prior distributions under the Pension Plan and the Excess Plan, (IV)
was fully vested under the Pension Plan and the Excess Plan, and (V)
elected to receive his accrued benefits under the Pension Plan and the
Excess Plan in the form of a lump sum distribution payable as of the
last day of the Benefits Period; (B) the Applicable Interest Rate for
purposes of determining the lump sum amounts to be distributed under
the Pension Plan and the Excess Plan as of the last day of the Benefits
Period is the Applicable Interest Rate in effect for purposes of the
Pension Plan and the Excess Plan as of the Date of Termination; and (C)
the Interest Credits in effect for each calendar quarter during the
Benefits Period are determined based on the Applicable Interest Rate
for purposes of the Pension Plan and the Excess Plan as of the Date of
Termination; and "Date of Termination Lump Sum Amount" means the total
amount that would be distributed to the Executive in the form of lump
sum payments from the Pension Plan and the Excess Plan assuming that
the Executive elected to receive the distribution of his accrued
benefits under the Pension Plan and the Excess Plan in the form of lump
sum distributions payable as of the Date of Termination.
(iii) Benefits Period SERP Accruals. In addition to amounts
payable to the Executive pursuant to Section 5.2(e)(ii) hereof and the
Company Pension Plans, the Company shall pay to the Executive a lump
sum amount, in cash, equal to the actuarial equivalent present value of
the additional pension benefits that the Executive would have accrued
under the SERP assuming that the Executive remained employed (after the
Date of Termination) for the Benefits Period, was compensated during
such period at the Executive's Annual Base Salary and Annual Bonus, and
was fully vested under the Company Pension Plans. Such actuarial
equivalent present value amount shall be calculated (1) based on the
pension benefits that would be payable to the Executive as a 180 month
annuity under the SERP commencing as of the last day of the Benefits
Period; and (2) using the same methods and assumptions used under the
SERP in determining the lump sum value of the Executive's accrued
benefit under the SERP as of the Date of Termination.
(iv) Increased Pension Benefits. If the Executive has attained
the age of 50 but has not yet attained the age of 59 on the Date of
Termination, all benefits payable to the Executive under Sections
5.2(e)(i), 5.2(e)(ii), and 5.2(e)(iii) shall be increased by a
percentage factor (the "Pension Increase Factor") determined by
reference to the age the Executive will have attained on the last day
of the Benefits Period (determined assuming the Executive survives to
such date) as set forth in Annex A to this Amendment. The Company shall
pay such increased benefits in a lump sum, in cash, at the time set
forth in Section 5.4.
(v) No Adverse Affect. The determinations made pursuant to
Sections 5.2(e)(ii), (iii) and (iv) shall be made without giving effect
to any amendments made to the Company Pension Plans during the Coverage
Period that adversely affect in any manner the amount of pension
benefits payable to the Executive under the Company Pension Plans."
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5. Timing of Payments. Effective as of November 15, 2000, the
first sentence of Section 5.4 of the Agreement is amended to add
"Section 5.2(e)(i)" after the reference to "Section 5.2(c)" in such
sentence.
6. Name Change. Effective July 6, 2000, all references in the
Agreement to "PNC Bank Corp." are amended to provide "The PNC Financial
Services Group, Inc." to reflect the change in the Company's name.
7. Classification Factor. Effective as of November 15, 2000,
Section 8.10 of the Agreement is amended to provide in its entirety as
follows:
"8.10 "Classification Factor" shall mean three (3)."
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed by its officer, thereunto duly authorized, and the
Executive has executed this Amendment, all as of the day and year first
above written.
THE PNC FINANCIAL SERVICES
GROUP, INC.
By: _____________________________
[Name]
[Title]
By: _____________________________
[Name of Executive]
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ANNEX A TO FORM 1
The following table sets forth the Pension Increase Factors referred to
in Section 5.2(e) (iv) for increasing pension benefits when the
Executive's attained age at the end of the Benefits Period falls
between 52 and 62. For purposes of this Annex A and Section 5.2(e)(iv),
the Pension Increase Factor is interpolated to reflect the Executive's
age on the last day of the Benefits Period rounded to the nearest
month.
AGE AT END OF BENEFITS PERIOD PENSION INCREASE FACTOR
61 5%
60 10%
59 15%
58 20%
57 25%
56 20%
55 15%
54 10%
53 5%
52 0%
FORM 2
This Amendment to Change in Control Severance Agreement (this
"Amendment") dated as of November 15, 2000, is made by and between The
PNC Financial Services Group, Inc. (formerly known as PNC Bank Corp.),
a Pennsylvania corporation (the "Company"), and _______________ (the
"Executive").
WHEREAS, the Company and the Executive have previously entered
into a Change in Control Severance Agreement dated as of ____________
(the "Agreement"); and
WHEREAS, the Board of Directors of the Company has determined
that it is in the best interests of the Company and its shareholders to
amend the Agreement to (a) reflect certain changes that have been made
to the Company's employee benefit plans and the personnel
classifications applicable to the Company's executives, (b) provide for
the enhancement, under certain circumstances, of certain pension-based
benefits that become payable to the Executive under the Agreement in
the event of a qualifying termination of employment and (c) revise the
definition of "Classification Factor" and make certain clarifying
changes; and
WHEREAS, Section 7.7 of the Agreement authorizes its
modification in a writing signed by both the Executive and a designated
officer of the Company;
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and intending to be legally bound hereby,
the Company and the Executive hereby amend the Agreement as follows:
1. Defined Terms. The definitions of capitalized terms used in
this Amendment shall be the same as are set forth in the Agreement,
except as herein amended.
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2. Term of Agreement. Effective as of November 15, 2000,
Section 2(b) of the Agreement is amended by replacing the phrase "SEG
6" with the phrase "Corporate Executive Group Level or equivalent
successor classification.".
3. Bonus. Effective as of November 15, 2000, Section
5.2(b)(iii) of the Agreement is amended in its entirety to provide as
follows:
"(iii) General. Any payment made to the Executive under this Section
5.2(b) shall be deemed to be a payment made in fulfillment of the
Company's then existing or future annual bonus obligations (whether
payable in cash or in Company stock), if any, to the Executive under
any Company annual incentive compensation plan or program with respect
to such fiscal years, including any portion of such bonus payable in
the form of Company stock."
4. Pension Benefits. Effective as of July 6, 2000, Section
5.2(e) of the Agreement is amended in its entirety to provide as
follows:
"(e) Pension Benefits.
(i) Pension Plan Benefits. The pension benefits accrued by the
Executive under the Pension Plan, the Excess Plan, and the SERP (the
"Company Pension Plans") shall be paid to the Executive in accordance
with the terms of such plans.
(ii) Benefits Period Pension Accruals. In addition to amounts
payable to the Executive pursuant to the Company Pension Plans, the
Company shall pay to the Executive a lump sum amount, in cash, equal to
the discounted present value of the difference between (1) the Adjusted
Lump Sum Amount, and (2) the Date of Termination Lump Sum Amount. Such
discounted present value shall be calculated using an interest rate
equal to the Applicable Interest Rate in effect under the Pension Plan
as of the Date of Termination. For purposes of this Section 5.2(e):
"Adjusted Lump Sum Amount" means the total amount that would be
distributed to the Executive in the form of lump sum payments under the
Company Pension Plans assuming that (A) the Executive (I) remained
employed (after the Date of Termination) for the Benefits Period, (II)
was compensated during the Benefits Period at the Executive's Annual
Base Salary and Annual Bonus, (III) received no prior distributions
under the Company Pension Plans, (IV) was fully vested under the
Company Pension Plans, and (V) elected to receive his accrued benefits
under the Company Pension Plans in the form of a lump sum distribution
payable as of the last day of the Benefits Period; (B) the Applicable
Interest Rate for purposes of determining the lump sum amounts to be
distributed under the Company Pension Plans as of the last day of the
Benefits Period is the Applicable Interest Rate in effect for purposes
of the Company Pension Plans as of the Date of Termination; and (C) the
Interest Credits in effect for each calendar quarter during the
Benefits Period are determined based on the Applicable Interest Rate
for purposes of the Company Pension Plans as of the Date of
Termination; and "Date of Termination Lump Sum Amount" means the total
amount that would be distributed to the Executive in the form of lump
sum payments from the Company Pension Plans assuming that the Executive
elected to receive the distribution of his accrued benefits under the
Company Pension Plans in the form of lump sum distributions payable as
of the Date of Termination.
(iii) Increased Pension Benefits. If the Executive has
attained the age of 50 but has not yet attained the age of 59 on the
Date of Termination, all benefits payable to the Executive under
Section 5.2(e)(i) and Section 5.2(e)(ii) shall be increased by a
percentage factor (the "Pension Increase Factor") determined by
reference to the age the Executive will have attained on the last day
of the Benefits Period (determined assuming the Executive survives to
such date) as set forth in Annex A to this Amendment. The Company shall
pay such increased benefits in a lump sum, in cash, at the time set
forth in Section 5.4.
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(iv) No Adverse Affect. The determinations made pursuant to
Sections 5.2(e)(ii) and (iii) shall be made without giving effect to
any amendments made to the Company Pension Plans during the Coverage
Period that adversely affect in any manner the amount of pension
benefits payable to the Executive under the Company Pension Plans."
5. Timing of Payments. Effective as of November 15, 2000, the
first sentence of Section 5.4 of the Agreement is amended to add
"Section 5.2(e)(i)" after the reference to "Section 5.2(c)" in such
sentence.
6. Name Change. Effective as of July 6, 2000, all references
in the Agreement to "PNC Bank Corp." are amended to provide "The PNC
Financial Services Group, Inc." to reflect the change in the Company's
name.
7. Classification Factor. Section 8.10 of the Agreement is
amended to provide in its entirety as follows:
"8.10 "Classification Factor" shall mean three (3)."
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed by its officer, thereunto duly authorized, and the
Executive has executed this Amendment, all as of the day and year first
above written.
THE PNC FINANCIAL SERVICES
GROUP, INC.
By: _____________________________
[Name]
[Title]
By: _____________________________
[Name of Executive]
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ANNEX A TO FORM 2
The following table sets forth the Pension Increase Factors referred to
in Section 5.2(e) (iii) for increasing pension benefits when the
Executive's attained age at the end of the Benefits Period falls
between 52 and 62. For purposes of this Annex A and Section
5.2(e)(iii), the Pension Increase Factor is interpolated to reflect the
Executive's age on the last day of the Benefits Period rounded to the
nearest month.
Age at end of Benefits Period Pension Increase Factor
61 5%
60 10%
59 15%
58 20%
57 25%
56 20%
55 15%
54 10%
53 5%
52 0%