Exhibit 10.10
UNION BANK
OF CALIFORNIA, N.A.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
FOR
POLICY MAKING OFFICERS
Effective November 1, 1999
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ESTABLISHMENT AND PURPOSE
Effective November 1, 1999, Union Bank of California, National Association
establishes the Union Bank Supplemental Executive Retirement Plan for Policy
Making Officers to provide certain executives with retirement benefits in excess
of those benefits provided under the Company's Retirement Plan.
Using an earnings definition based on base pay, and bonuses and incentive
payments and based on service completed on or after January 1, 1997, but
excluding other forms of compensation, the Plan supplements benefits under the
Retirement Plan to the extent such benefits are reduced due to the limits of
Sections 401(a)(17) and 415 of the Code. The Plan is intended to be an unfunded
plan maintained primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees, as described in
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
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ARTICLE 1.
DEFINITIONS
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Except as follows, all capitalized terms used in this Plan have the same meaning
as in the Retirement Plan:
1.1 BANK means Union Bank of California, National Association, a national
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banking association organized under the laws of the United States, or
any successor in interest. Prior to April 1, 1996 the Bank was known as
Union Bank.
1.2 BOARD means the Board of Directors of the Bank.
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1.3 COMPANY means the Bank and any other corporation, trade or business
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which is authorized to participate in the Plan by the Board and which
constitutes a controlled group or an affiliated service group of which
the Bank is a member, or is under common control with the Bank, within
the meaning of Code Section 414(b), (c), (m), or (o), but only for the
period during which the relationship exists.
1.4 PARTICIPANT means an executive of the Company who participates in the
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Plan pursuant to Article 2.
1.5 PLAN means this Union Bank of California N.A. Supplemental Executive
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Retirement Plan for Policy Making Officers.
1.6 PLAN EARNINGS means, notwithstanding the Retirement Plan's definition of
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Earnings, for purposes of determining a Participant's accrued benefit
under the Plan, a Participant's regular base salary or wages received
for services rendered to the Company, including bonuses and incentive
payments based on service completed on or after January 1, 1997, base
salary deferred under the Company's Senior Management Deferred
Compensation Plan, Separation Pay Plan payments, and amounts deferred
pursuant to Code Section 125, 401(k), 402(e)(3), 402(h) or 403(b) which
if paid, would have been Plan Earnings. Plan Earnings do not include
commissions, overtime, premium payments, restricted stock awards,
bargain element on stock options, special amounts or payments, or
indemnities.
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1.7 RETIREMENT PLAN means the Union Bank of California Retirement Plan.
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ARTICLE 2.
PARTICIPATION
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The Participants in the Plan shall be those Company employees who are policy
making officers and who are selected for Plan participation by the Bank. The
Bank's chief executive officer shall recommend Company employees for
consideration to the Directors Executive Compensation and Benefits Committee
(the "Committee"), and the Committee shall approve the employees who will be
allowed to participate in the Plan.
ARTICLE 3.
RETIREMENT AND DISABILITY BENEFITS
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A Participant shall be entitled to a benefit under this Plan only if he or she
is vested in and is eligible for: (1) a Normal Retirement Benefit under Section
3.1 of the Retirement Plan, (2) an Early Retirement Benefit under Sections 3.2
to 3.7 of the Retirement Plan, or (3) a Deferred Retirement Benefit under
Section 3.10 of the Retirement Plan. No benefits shall be paid under this Plan
with respect to a Participant who is not entitled to a benefit under the
sections of the Retirement Plan referenced in the preceding sentence; in
particular, no benefits shall be paid under this Plan with respect to a
Participant who is only entitled to benefits under the Retirement Plan pursuant
to Section 3.9 (Vested Terminated Participants) or Article V (Death Benefits).
ARTICLE 4.
BENEFIT CALCULATION AND DISTRIBUTION
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4.1 NORMAL RETIREMENT. A Participant who is eligible for a Normal Retirement
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Benefit under the Retirement Plan shall receive a normal retirement
benefit hereunder equal to the excess
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of (1) the Participant's Normal Retirement Benefit under the Retire-
ment Plan, calculated using Plan Earnings as defined in Section 1.6
but without regard to the limits of Code Sections 401(a)(17) and 415,
over (2) the Participant's Normal Retirement Benefit under the Retire-
ment Plan. A normal retirement benefit hereunder shall commence as
of the first day of the calendar month following the Participant's
termination of employment. If the Participant is married when his or
her employment terminates, then the normal retirement benefit hereunder
shall be paid to the Participant in the form of a 50% joint and survivor
annuity with the Participant's spouse as the joint annuitant. If the
Participant is unmarried when his or her employment terminates, then
the normal retirement benefit hereunder shall be paid to the Partici-
pant in the form of a single life annuity.
4.2 EARLY RETIREMENT. A Participant who is eligible for an Early Retirement
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Benefit under the Retirement Plan shall receive an early retirement
benefit hereunder equal to the excess of (1) the Participant's Early
Retirement Benefit under the Retirement Plan, calculated using Plan
Earnings as defined in Section 1.6 but without regard to the limits of
Code Sections 401(a)(17) and 415, over (2) the Participant's Early
Retirement Benefit under the Retirement Plan. An early retirement
benefit hereunder shall be calculated as of the date that the
Participant's employment terminates and shall commence as of the first
day of the next calendar month, even if the Participant elects a later
Early Retirement Date under the Retirement Plan. If the Participant is
married when his or her employment terminates, then the early retirement
benefit hereunder shall be paid to the Participant in the form of a 50%
joint and survivor annuity with the Participant's spouse designated as
the joint annuitant. If the Participant is unmarried when his or her
employment terminates, then the early retirement benefit hereunder shall
be paid to the Participant in the form of a single life annuity.
4.3 DEFERRED RETIREMENT. A Participant who is eligible for a Deferred
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Retirement Benefit under the Retirement Plan shall receive a deferred
retirement benefit hereunder equal to the excess of (1) the
Participant's Deferred Retirement Benefit under the Retirement Plan,
calculated using Plan Earnings as defined in Section 1.6 but without
regard to the limits of Code Sections 401(a)(17) and 415, over (2) the
Participant's Deferred Retirement Benefit
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under the Retirement Plan. A deferred retirement benefit hereunder shall
commence as of the first day of the calendar month following the
Participant's termination of employment. If the Participant is married
when his or her employment terminates, then the deferred retirement
benefit hereunder shall be paid to the Participant in the form of a 50%
joint and survivor annuity with the Participant's spouse as the joint
annuitant. If the Participant is unmarried when his or her employment
terminates, then the deferred retirement benefit hereunder shall be
paid to the Participant in the form of a single life annuity.
4.4 DISABILITY BENEFITS. A Participant will continue to accrue benefits
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under this Plan while Disabled in the manner described in Article VI of
the Retirement Plan.
4.5 SMALL BENEFITS. If the Actuarial Equivalent lump sum value of any
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benefit payable hereunder is $5,000 or less, payment of the benefit
shall be made in a single lump sum in cash on the date the benefit would
otherwise commence.
ARTICLE 5.
AMENDMENT AND TERMINATION
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The Board reserves the right at any time to modify or amend by a duly adopted
resolution of the Board or a duly delegated committee of the Board any or all of
the provisions of the Plan. Notwithstanding the preceding sentence, no such
modification or amendment will reduce the benefits earned by a Participant prior
to the date of the amendment or modification, except that such benefits may be
reduced because of an increase in benefits payable under the Retirement Plan.
ARTICLE 6.
MISCELLANEOUS PROVISIONS
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6.1. PLAN ADMINISTRATION. The Bank shall be the plan administrator and the
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named fiduciary within the meaning of ERISA. In administering the Plan,
the Bank shall act through the Employee Deferred Compensation and
Benefit Plans Administrative Committee, which shall be delegated the
full power, discretion and authority to interpret, construe and adminis-
ter the Plan and any part thereof. The Committee's interpretation and
construction of the Plan, and actions thereunder, shall be binding and
conclusive on all persons for all purposes. All actuarial determinations
shall be made by the actuary for the Retirement Plan, and the Committee
shall be entitled to rely on the good faith determinations of such
actuary. The Committee shall make appropriate arrangements for satis-
faction of any federal or state payroll withholding tax required upon
the accrual or payment of any Plan benefits.
6.2. CLAIMS PROCEDURES. Claims for benefits under this Plan shall be brought
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in accordance with the claims procedures set forth in Article X of the
Retirement Plan, which is hereby incorporated herein by reference.
6.3. NO EMPLOYMENT CONTRACT. Nothing in this Plan shall be construed to limit
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in any way the rights of a Company to terminate an employee's employment
at any time for any reason whatsoever; nor shall it be evidence of any
agreement or understanding, express or implied, that a Company will
employ an employee in any particular position or permit an employee to
participate in any compensation or benefit programs.
6.4. NON-ALIENATION OF BENEFITS. No benefit payable under this Plan may be
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assigned, pledged, mortgaged, or hypothecated, or shall be subject to
legal process or attachment for the payment of claims of any creditor of
a Participant or the surviving spouse of a Participant.
6.5. NO FUNDING OBLIGATION. This Plan shall not be construed to require the
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Bank to fund any of the benefits payable under this Plan nor to require
the establishment of a trust. The Bank, in its sole discretion, may make
such arrangements as it desires to provide for the payment of any
benefits hereunder, and no person shall have any claim against a
particular fund or asset owned by the Bank or in which it has an
interest to secure the payment of a Company's obligations hereunder.
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6.6. ENTIRE AGREEMENT. This Plan document contains the entire obligation of
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the Bank to provide benefits described herein. The Plan document may
not be modified by any oral statement or agreement and may be modified
only by a written amendment executed by a duly authorized officer of the
Bank.
6.7. GOVERNING LAW. This Plan and all rights hereunder shall be governed by
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and construed in accordance with ERISA applicable to Top Hat plans, and
the laws of the State of California to the extent not preempted.
Dated: NOVEMBER 17 , 1999
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UNION BANK OF CALIFORNIA, N.A.
By: /S/ PAUL FEARER
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As Its: DIRECTOR OF HUMAN RESOURCES
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