1
Exhibit 10o
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
In re: Retirement Benefits
This letter agreement constitutes the commitment of BANC ONE CORPORATION (BANC
ONE) with regard to your retirement, deferred compensation and certain benefits
as set forth herein.
In consideration of your prior employment agreement with The Valley National
Bank of Arizona, the supplemental retirement and other benefits described in
this letter will be provided by BANC ONE as a supplement the retirement and
other benefits otherwise provided under BANC ONE's Qualified Retirement Plan
(the Plan), BANC ONE's Supplemental Employees Retirement Plan (the SERP) and
other benefit plans. This commitment is made so as to assure you that the
retirement and related benefits to which you are and will be entitled to
receive from BANC ONE will be calculated and payable as though you had been
employed with BANC ONE during the time you were employed by Citicorp. This
special calculation of your retirement and survivor benefit which is being
provided to you as a supplemental benefit shall be effective in the event of
your death while employed by BANC ONE or in the event your employment by BANC
ONE terminates for any reason other than for your gross negligence or
malfeasance as an employee of BANC ONE.
The following shall constitute the terms and provisions of the supplemental
benefit available to you in consideration of your employment with BANC ONE:
1. In computing your retirement benefits under the BANC ONE CORPORATION
Retirement Plan and the BANC ONE Supplemental Employees Retirement
Plan, your Credited Service shall include all of your service with
BANC ONE, Valley National Bank and Citicorp.
2. Your retirement benefits calculated under the Plan shall be the
greater benefit as between:
a. The sum of
i. the frozen accrued benefit under the Retirement Plan for
Employees of The Valley National Bank of Arizona plus
ii. the benefit accrued under the BANC ONE CORPORATION
Retirement
Page 1
2
Plan, recognizing Credited Service from and after January 1,
1994, or
b. the benefit accrued under the Plan recognizing Credited
Service for all eligible periods of employment.
3. Your supplemental retirement benefit shall be calculated using all of
your Credited Service with BANC ONE, Valley National Bank of Arizona
and Citicorp less the amount payable under the qualified plan as
stated in the foregoing paragraph two.
4. Your supplemental plan retirement benefit as determined under
paragraph three, shall be calculated in accordance with the terms of
the Plan governing early retirement and the optional forms of payment
and shall be offset by the actual retirement benefits to be received
under the retirement plan or plans of Citicorp. The benefits payable
under the retirement plan or plans of Citicorp shall be adjusted as
necessary to be actuarially equivalent to the benefit payable under
the BANC ONE CORPORATION Retirement Plan using reasonable actuarial
assumptions.
5. In the event the amount of your benefit calculated under the BANC ONE
CORPORATION Retirement Plan exceeds the benefit limits permitted
under Section 415(e) of the Internal Revenue Code, then the excess
amount which is payable at the time of such calculation to eligible
BANC ONE employees through the BANC ONE CORPORATION Supplemental
Employees Retirement Plan will also be payable to you under said
Plan.
6. The supplemental benefits to be provided pursuant to this agreement
shall also cover benefits payable to your spouse under the BANC ONE
CORPORATION Retirement Plan taking into account your service with
Citicorp, should you die prior to retirement.
7. For all purposes, you will be considered fully vested in the benefit
calculated and payable under the Valley National Supplemental
Retirement Plan with the amount payable under said plan being a
frozen minimum benefit as set forth in the attachment. If when you
retire from BANC ONE, you are at least age fifty five (55) with a
minimum of ten (10) years of service (with such service to include
service with Valley National Bank of Arizona), you will receive the
greater of the benefit calculated under the BANC ONE CORPORATION
Supplemental Employees Retirement Plan or said frozen minimum
benefit. If however, your
Page 2
3
employment by BANC ONE terminates prior to age fifty five (55), you
will be eligible to receive only said frozen minimum benefit in
addition to the benefit accrued under the BANC ONE CORPORATION
Retirement as of the date of termination.
8. Benefits under this supplemental benefit arrangement shall be
forfeited in the event that BANC ONE terminates your employment due
to your gross negligence or malfeasance. If you terminate employment
due to death, retirement or are terminated by BANC ONE for any reason
other than those set forth above, you will be fully vested in the
benefit described in this agreement.
9. Payments actually made under the BANC ONE CORPORATION Retirement
Plan, under the retirement plan or plans of Citicorp or the
Supplemental Retirement Plan of the former Valley National Bank of
Arizona shall be credited against SERP payments due hereunder so that
no duplication of benefits shall occur. All payments due hereunder
shall be subject to any applicable withholding taxes.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ October 2, 1995
------------------------------- -------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- -------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Chairman and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
Chief ExecutiveOfficer Personnel and Compensation Committee
Page 3
