SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 1994
SHAWMUT NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10102 06-1212629
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) No.)
777 Main Street, Hartford, Connecticut 06115
One Federal Street, Boston, Massachusetts 02211
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 728-2000
(617) 292-2000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index located on Page 4
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
The following exhibits are filed with this Current
Report on Form 8-K:
Exhibit
Number Description
10 Shawmut National Corporation
Split-Dollar Life Insurance Plan,
as adopted September 10, 1991,
effective October 31, 1991,
as amended and restated effective
as of November 24, 1992.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
SHAWMUT NATIONAL CORPORATION
By: /s/ Joel B. Alvord
Joel B. Alvord
Chairman and Chief
Executive Officer
Dated: February 28, 1994
3
EXHIBIT INDEX
Exhibit
Number Description
10 Shawmut National Corporation
Split-Dollar Life Insurance Plan,
as adopted September 10, 1991,
effective October 31, 1991,
as amended and restated effective
as of November 24, 1992.
4
SHAWMUT NATIONAL CORPORATION
SPLIT-DOLLAR LIFE INSURANCE PLAN
AMENDED AND RESTATED
PURSUANT TO RESOLUTIONS
ADOPTED SEPTEMBER 10, 1991
EFFECTIVE OCTOBER 31, 1991
RESTATED AS OF NOVEMBER 24, 1992
SHAWMUT NATIONAL CORPORATION
SPLIT-DOLLAR LIFE INSURANCE PLAN
1. Purpose of the Plan. The purpose of the Shawmut
National Corporation Split-Dollar Life Insurance Plan, which with
respect to Supplemental Retirement Benefits shall consist of two
separate plans as described below, is to replace and restate the
Predecessor Plan to provide preretirement insured death benefits
and postretirement insured death benefits or supplemental
retirement benefits for selected Employees through the
Corporation's purchase of individual life insurance policies for
such officers under a split-dollar life insurance arrangement.
Such life insurance policies may be owned either by the
Corporation ("endorsement method") or by the Participant
("collateral assignment method"). The effective date of this plan
is October 31, 1991.
2. Definitions.
2.1 Administrator. The Plan Administrator of the Shawmut
National Corporation Employees' Retirement Plan.
2.2 Agreement or Split-Dollar Agreement. An agreement
executed by the Corporation and the Participant setting forth the
specific terms under which a Policy will be purchased for the
Participant.
2.3 Base Salary. The annual base salary paid by the
Corporation or any of its subsidiaries to a Participant for
services rendered, exclusive of overtime, bonuses, commissions,
incentive pay or any other form of remuneration.
2.4 Cause. (a) The Participant's falsification of
accounts of the Corporation, embezzlement of funds of the
Corporation or commission of any act constituting gross
misconduct; or (b) the conviction of the Participant (after the
exhaustion of all appeals) of, or the entry of a pleading of
guilty or nolo contenders by the Participant to any crime
involving moral turpitude or any felony.
2.5 Committee. The Human Resources Committee of the
Corporation's board of directors.
2.6 Corporation. Shawmut National Corporation.
2.7 Effective Date. October 31, 1991, pursuant to
resolutions of the Shawmut National Corporation board of
directors adopted on September 10, 1991. Restated as of November
24, 1992.
2.8 Employee. A person enrolled on the active employment
rolls of the Corporation or any of its subsidiaries.
2.9 ERISA. The Employee Retirement Income Security Act of
1974, as amended from time to time.
2.10 Insurance Carrier. Any life insurance company
selected to issue policies under or pursuant to the Plan.
2.11 Participant. An Employee of the Corporation or any
of its subsidiaries who, as determined in the sole discretion of
the Chairman or an officer of the Corporation designated by the
Chairman, is in a position to make significant contributions to
the long-term financial objectives of the Corporation and is
determined by the Insurance Carrier to be insurable at the time
of initial nomination. An Employee shall become a Participant on
the first day of the month on or next following the Chairman's
determination; however, for Participants in the Predecessor Plan,
the date they became a participant is the effective date of the
first policy issued on their behalf under the terms of the
Predecessor Plan.
2.12 Plan. This Shawmut National Corporation Split-
Dollar Life Insurance Plan, which with respect to Supplemental
Retirement Benefits shall consist of two separate plans, one for
Participants whose benefits are funded by the Secular Trust
(referred to herein as the "Secular Plan") and one for
Participants whose benefits are funded by the Rabbi Trust,
collectively, with the Secular Plan and all other provisions
contained herein, referred to as the "Plan".
2.13 Policy. Any whole life or universal life insurance
policy or policies issued by the Insurance Carrier pursuant to
the Plan.
2.14 Predecessor Plan. The Hartford National
Corporation Split-Dollar Life Insurance Plan.
2.15 Rabbi Trust. The Trust entered into by the
Corporation and the Chase Manhattan Bank, N.A. dated as of June
7, 1989, as restated as of September 7, 1990 and January 1, 1992,
and as amended from time to time.
2.16 Retirement Date. (a) The date on which a
Participant has terminated employment with the Corporation and
has fulfilled all age and service requirements for early or
normal retirement under the SERP, taking into account all service
credited to such Participant for such purposes under the SERP,
and taking into account any date established by the Chairman or
the Chairman's designee (in the case of a Participant other than
the Chairman) or by any resolution of the board of directors of
the Corporation for the commencement of benefits under the Plan
or the SERP; (b) with respect to a Participant who has fulfilled
only such service requirements upon his or her termination of
employment with the Corporation, and is at least 53 years of age
as of such date of termination, the date on which he or she
subsequently fulfills such age requirements; and (c) with respect
to any other Participant, there shall be no Retirement Date.
2.17 Secular Trust. The Trust entered into by the
Corporation and the Chase Manhattan Bank, N.A., dated as of
August 31, 1987, as restated as of September 7, 1990 and January
1, 1992, and as amended from time to time.
2.18 SERP. The Shawmut National Corporation Executive
Supplemental Retirement Plan.
2.19 Supplemental Retirement Benefits. The benefits
provided in Section 9 hereof.
2.20 Total Base Salary. The cumulative Base Salary of a
Participant during the period of his or her participation in the
Plan times the multiple of Base Salary established by the
Chairman or the Chairman's designee (in the case of a Participant
other than the Chairman) or by any resolution of the board of
directors of the Corporation taking into account changes, if any,
that may take place in such multiple during the period of
participation. In the case of an annual period during which the
Participant was not in the continuous employment of the
Corporation or not a Participant, the Base Salary used in the
calculation of Total Base Salary shall be prorated by the ratio
of the Participant's actual complete months worked during such
annual period to twelve. The Chairman or the Chairman's designee
(in the case of a Participant other than the Chairman) or the
board of directors of the Corporation (in the case of any
Participant) may determine in writing to increase the multiple of
Base Salary of a Participant only for purposes of the benefit
provided in Section 9.
3. Plan Administration.
3.1 The Corporation shall be a "named fiduciary" under the
Plan, within the meaning of Section 402(a) of ERISA. The
Administrator shall have responsibility for the general
administration of the Plan, and shall be a "named fiduciary"
within the meaning of Section 402(a) of ERISA.
3.2 The Administrator is hereby designated as the
"administrator" of the Plan within the meaning of Section
3(16)(A) of ERISA. The Administrator shall administer the Plan,
as agent of the Corporation, in accordance with its terms and
shall have all powers necessary to carry out the provisions of
the Plan. Subject to the express terms and conditions set forth
in the Plan, the Administrator may authorize any action and may
authorize any one or more of the members of the committee which
serves as the Administrator or any officer of the Corporation to
execute and deliver documents on behalf of the Administrator.
3.3 Subject to the express terms and conditions set forth
in the Plan, the Administrator shall have the exclusive authority
to construe and interpret the Plan, to establish, amend and
revoke rules and regulations and to make other determinations for
the administration of the Plan, including, but not limited to,
correcting any defect or supplying any omission, or reconciling
any inconsistency in the Plan, in the manner and to the extent it
shall deem necessary or advisable to make the Plan fully
effective and to promote the best interests of the Corporation
with respect thereto, provided that no such action by the
Administrator shall reduce the Corporation's liability to provide
any benefit accrued hereunder with respect to any Participant
without such Participant's consent.
3.4 Subject to the provisions of Section 11 hereof, the
claim procedure for the Plan is set forth in this Section 3.4.
Any claim by any Participant for benefits under this Plan shall
be directed to and determined by the Administrator and shall be
in writing. Any denial by the Administrator of a claim for
benefits under this Plan shall be delivered to the Participant in
writing and shall set forth the specific reasons for the denial
and the specific provisions of this Plan relied upon. The
Administrator shall afford a reasonable opportunity to the
Participant for a review of the decision denying a claim and
shall further allow the Participant to appeal to the
Administrator a decision of the Administrator within sixty (60)
days after notification by the Administrator that the
Participant's claim has been denied. Any further dispute or
controversy arising under or in connection with this Plan shall
be settled exclusively by arbitration in Hartford, Connecticut in
accordance with the rules of the American Arbitration Association
then in effect. Judgment may be entered on the arbitrator's
award in any court having jurisdiction.
3.5 Any and all decisions and determinations by the
Administrator or the Committee in the exercise of its power shall
be final and binding upon the Corporation, each of its
subsidiaries and each Participant. No member of the Committee or
the committee which serves as the Administrator shall be
personally liable for any action (or inaction), or any
determination of interpretation made by him or her or any other
such member in connection with the Plan, except for his or her
own wilful misconduct or as expressly provided by statute.
4. Benefits.
4.1 Purchase of Insurance. The Corporation shall enter
into a Split-Dollar Agreement with each Participant, which shall
provide for the purchase of a Policy for such Participant by the
Corporation. The face amount of the Policy for each Participant
shall be a multiple of the Base Salary of the Participant as
determined by the Chairman or the Chairman's designee (in the
case of a Participant other than the Chairman) or the board of
directors of the Corporation in writing from time to time.
Notwithstanding the foregoing, the face amount of the Policy
shall be increased only to the extent the Participant is
determined by the Insurance Carrier to be insurable at the time
the limits are reviewed.
4.2 Beneficiary Provisions. The beneficiary provisions of
each Policy shall provide that upon the death of a Participant
the Policy proceeds shall be paid, in a lump sum or as otherwise
set forth in the Agreement or the Policy, as follows:
a. to the Corporation, the greater of the following
amounts:
(i) All premiums paid by the Corporation under the
Policy until the date of the Participant's
death, excluding premiums for any extra
benefit riders issued under the Policy, but
reduced by any indebtedness (along with any
unpaid interest) on the Policy, or
(ii) An amount equal to
(A) the cash value of the Policy as of the
date to which premiums have been paid,
plus
(B) the cash value of any dividend additions
on the Policy as of the date of the
Participant's death, plus
(C) any dividend credits outstanding on the
Policy as of the date of the
Participant's death, but reduced by
(D) any indebtedness (along with any unpaid
interest) on the Policy.
b. to the beneficiary designated pursuant to Section
4.3, any death proceeds in excess of the amount
specified in Section 4.2.a. hereof.
4.3 Beneficiary Designation. The death benefit provided
under each Policy shall be payable to the beneficiary or
beneficiaries designated by the Participant in the Policy. If no
such beneficiary is designated, the beneficiary shall be the
person or persons entitled to the death benefit under the terms
of the Policy or applicable state law, whichever governs.
5. Ownership. If a Policy is purchased under the
"endorsement method", then subject to the limitations of the
split dollar endorsement to each Policy, the Corporation, its
successors or assigns shall have all ownership rights therein;
except that each Participant shall have the right, with respect
to the Policy purchased therefor, to designate the beneficiary,
to elect an income settlement option and to assign all rights and
interests with respect to that potion of the death proceeds
specified in Section 4.2.b. hereof, and all ownership rights with
respect to any one-year term rider that may be purchased by the
Corporation. If a Policy is purchased under the "collateral
assignment method", then, subject to the limitations (set forth
in the next sentence) of the collateral assignment to the
Corporation, the Participant (or such other person as is named in
the Policy as the owner thereof) shall have all ownership rights
in the Policy, including the right to designate the beneficiary.
Under the terms of the collateral assignment to the Corporation,
the Corporation shall have the right to retain upon termination
of the Agreement the amounts set forth in Section 4.2(a) hereof,
the right to release the collateral assignment, the right to make
or receive loans against the Policy, and such other rights as are
agreed upon by the owner of the Policy and the Corporation.
Under either method, each Agreement shall provide that the
respective Policy rights shall be exercisable by the owner of the
right without consent of the other party; provided, however, that
if the Insurance Carrier should require the signatures of both
parties for the exercise of any policy rights, the Agreement
shall provide that such parties agree to co-sign any required
documents and take all steps necessary to permit the exercise of
such policy rights.
6. Dividends. Dividends shall be applied as the
Corporation may determine from time to time.
7. Premiums. Premiums on each Policy shall be paid by the
Corporation as they become due. Notwithstanding the foregoing
provisions, each Participant shall be required to reimburse the
Corporation for such amounts as may be determined from time to
time by the Insurance Carrier to be the economic benefit to the
Participant based on the Policy's then current dividend scale and
on applicable rulings of the Internal Revenue Service. The
Corporation shall have the right to receive such reimbursement by
making payroll deductions from the Participant's salary. Any
assignee of the Participant shall reimburse the Corporation
annually in advance for such amounts as may be determined from
time to time by the Insurance Carrier to be the economic benefit
to the Participant based on the Policy's then current dividend
scale and on applicable rulings of the Internal Revenue Service.
8. Termination of Employment.
8.1 (a) If a Participant terminates employment with the
Corporation, unless terminated for Cause by the Corporation,
while a Split-Dollar Agreement is in effect, the Participant (or
his or her assignee, where applicable) shall have the right,
exercisable within thirty (30) days of the date of such
termination of employment or, if later, his or her Retirement
Date, to purchase the Policy from the Corporation for an amount
equal to the total premiums paid by the Corporation, reduced by
any indebtedness (along with any unpaid interest) on the Policy.
Upon receipt of such amount, the Corporation shall agree to
execute all documents necessary to transfer its interest in the
Policy to the Participant (or his or her assignee, where
applicable). Following such purchase, the Split-Dollar Agreement
shall terminate.
(b) If a Participant (or his or her assignee, where
applicable) does not elect to purchase the Corporation's interest
in a Policy pursuant to the preceding sentence, then the Split-
Dollar Agreement shall terminate and the Participant shall, at
the Corporation's request, execute such document as may be
required by the Corporation and the Insurance Carrier to transfer
the Participant's interest in the Policy to the Corporation.
8.2 Upon termination of the Split-Dollar Agreement pursuant
to Section 8.1(b) hereof, the Corporation shall agree to pay to a
Participant to whom Section 9 hereof does not apply an amount
equal to 200% of the amount by which the cash value of the Policy
plus the cash value of any dividend additions unreduced by any
indebtedness (along with any interest therein) exceeds the total
premiums paid by the Corporation under the Policy since its
issuance, payable within 90 days following the termination of the
Split-Dollar Agreement.
9. Supplemental Retirement Benefits.
9.1 Upon termination of the Split-Dollar Agreement pursuant
to Section 8.1(b) hereof, the Corporation shall agree to pay to a
Participant who has reached his or her Retirement Date a
supplemental retirement benefit in the form of a ten (10) equal
amounts, payable on the first of the month on or next following
the Participant's Retirement Date, and the nine subsequent
anniversaries thereof of such date, the annual amount of which
shall be equal to the Participant's Total Base Salary times one
percent (.01).
9.2 A Participant may elect to receive his or her benefit
in the form described in Section 9.1 hereof or in the form of a
50% joint and survivor annuity payable monthly, a 100% joint and
survivor annuity payable monthly, a life annuity payable monthly,
a life annuity with ten years certain payable monthly, or a lump
sum; provided, however, that such alternate, optional form of
benefit shall be the actuarial equivalent using a) 8% interest,
b) the 1983 Group Annuity Mortality for Males without the 10%
load for antiselection for Participant mortality, and c) the 1983
Group Annuity Mortality for Females without the 10% load for
antiselection for contingent annuitant mortality, of the 10-year
certain form of benefit described in such Section 9.1. In order
to elect an alternative form of benefit under this Section 9.2, a
Participant must make an irrevocable election to such effect
within 90 days of the later of the date on which he or she
becomes a Participant or the effective date of this Plan, but no
earlier than January 1, 1994. In the case of a Participant in the
Secular Plan who is married or subject to a "qualified domestic
relations order", as defined in Section 414 of the Internal
Revenue Code of 1986, as amended, the form of benefit shall be a
50% joint and survivor annuity unless an election complying with
the provisions of Section 6.02 of the Qualified Plan has been
made.
10. Waiver of Premium. Should the Participant and the
Corporation deem it desirable, the Plan Administrator shall
permit application to be made for a supplemental agreement or
rider providing for the waiver of policy premiums in the event of
the Participant's disability. Any additional premium
attributable to such agreement or rider shall be paid by the
Corporation.
11. Death Benefits Claim Procedure. All death benefits
provided under the Plan are to be paid from the Insurance
Policies. The Corporation has adopted the claim procedure
established by the Insurance Carrier as the claim procedure for
death benefits under the Plan. The beneficiary of the policy
proceeds must file a claim for benefits with the Insurance
Carrier in whatever form the Insurance Carrier may reasonable
require. If the Insurance Carrier denies the claim, the
beneficiary who wants to have that denial reviewed must follow
the Insurance Carrier's claim review procedure. The Corporation
shall have no liability in the event an Insurance Carrier denies
a beneficiary's claim for benefits.
12. Amendment; Discontinuance; Merger.
12.1 The Board may amend or discontinue the Plan at any
time, provided that no such amendment or termination shall reduce
the Corporation's liability to provide any benefit accrued
hereunder with respect to each Participant up to the date of such
amendment or termination without such Participant's consent.
12.2 The rights to any benefits of any former employee
whose employment terminated prior to the Effective Date (and who
is not employed by the Corporation subsequent to the Effective
Date) shall be determined solely in accordance with the provision
of any Predecessor Plan in which he or she was a participant, as
in effect at the time of such termination of employment.
12.3 If the Secular Pan shall merge or consolidate with,
or transfer its assets or liabilities to, any other "pension
plan", as defined in Section 3(2) of ERISA, each Participant
shall, to the extent required by Section 208 of ERISA and any
regulations promulgated thereunder, be entitled to receive a
benefit immediately after such merger, consolidation or transfer
which is equal to or greater than the benefit which he or she
would have been entitled to receive immediately before such
merger, consolidation or transfer.
13. Miscellaneous.
13.1 Employment Not Guaranteed by the Plan. Neither
this Plan nor any action taken hereunder shall be construed as
giving a Participant a right to be retained as an executive
officer or as an Employee of the Corporation for any period.
13.2 Taxes. The Corporation shall deduct from each
Participant's Base Salary all applicable federal or state taxes
that may be required by law to be withheld resulting from the
Corporation's payment of premiums on the Insurance Policy under
the Plan.
13.3 Governing Law. The Plan shall be construed
according to the laws of the State of Connecticut.
13.4 Form of Communication. Any election, application,
claim, notice or other communication required or permitted to be
made by a Participant to the Plan Administrator shall be made in
writing and in such form as the Administrator shall prescribe.
Such communication shall be effective upon mailing, if sent by
first-class mail, postage prepaid and addressed to the Director
of Human Resources at 777 Main Street, Hartford, Connecticut
06115.
13.5 Agent for Service of Process. The Administrator is
designated as the agent to receive service of legal process on
behalf of the Plan.
13.6 Reorganization. The Company shall not merge nor
consolidate with any other corporation or reorganize unless and
until, such succeeding or continuing corporation or entity agrees
to assume and discharge the obligations of the company under this
Plan. Upon such assumption the term "Company" as used in this
Agreement shall be deemed to refer to such successor corporation
or entity.
