Exhibit 10(s)
HUNTINGTON SUPPLEMENTAL RETIREMENT INCOME PLAN
The Huntington Bancshares Supplemental Retirement Income Plan is adopted
effective January 1, 1994 solely for the purpose of providing supplemental
benefits to certain highly compensated employees whose benefits under the
Huntington Bancshares Retirement Plan are limited by Internal Revenue Code
Section 415 or 401(a)(17). This Supplemental Retirement Income Plan is an
unfunded "top hat plan" subject only to certain reporting and disclosure rules
of the Employee Retirement Income Security Act of 1974 (ERISA).
Huntington Bancshares Incorporated does hereby establish the Plan for
the benefit of Eligible Employees of Huntington Bancshares Incorporated and its
Related Companies on the terms and conditions set forth below:
ARTICLE I
Definitions
-----------
SECTION 1.01. CODE means the Internal Revenue Code of 1986, as amended
from time to time, and any regulations relating thereto.
SECTION 1.02. COMPANY means Huntington Bancshares Incorporated.
Related Company shall have the meaning given it by Article I of the Qualified
Plan.
SECTION 1.03. COMMITTEE means the Retirement Committee appointed
pursuant to Article IX of the Qualified Plan.
SECTION 1.04. COMPENSATION means the monthly equivalent of the total
cash remuneration paid for services rendered to an Employer during the calendar
Year excluding overtime pay, bonuses, incentive compensation, stock options,
disability payments, contributions to any public or private benefit plan and
other forms of irregular payments, pensions or other deferred compensation.
Where payments not for services such as payments for travel or expenses, are
not separately stated, the Committee may determine and make appropriate
reduction for such payments. Compensation shall include any salary reduction
or salary deferral amounts pursuant to plans sponsors by the Employer under
Sections 125 and 401(k) of the Code.
In respect to an Employee who transferred directly into the employ of an
Employer from a Related Company, applicable earnings for services rendered to
the Related Company shall be treated as Compensation from his Employer for
purposes of this Plan.
SECTION 1.05. COVERED COMPENSATION means the average of Social
Security taxable wage bases for the 35-year period ending with the year of the
individual's Social Security retirement age (as defined in section 414(b)(8) of
the Code). For purposes of this Section, Covered Compensation amounts shall be
determined and fixed on the date of a Participant's separation from service so
that the Social Security wage base in the year of a Participant's separation
from service will be projected until the Participant's Social Security normal
retirement age.
SECTION 1.06. CREDITED SERVICE shall be determined as provided in the
Qualified Plan.
1
SECTION 1.07. DEFERRED VESTED PENSION shall have the meaning given to
it by Article I of the Qualified Plan; provided however, with respect to a
Participant, who was a participant in a Predecessor Plan and whose Credited
Service does not include service accrued under the Predecessor Plan, the term
Deferred Vested Pension does not include the portion, if any, of such
Participant's Deferred Vested Pension attributable to such Predecessor Plan.
SECTION 1.08. DISABILITY RETIREMENT PENSION means the disability
benefit payable to a Participant pursuant to the Qualified Plan; provided
however, with respect to a Participant, who was a participant in a Predecessor
Plan and whose Credited Service does not include service accrued under the
Predecessor Plan, the term Disability Retirement Pension does not include the
portion, if any, of such Participant's Disability Retirement Pension
attributable to such Predecessor Plan.
SECTION 1.09. DEFINITIONS. If a term is treated as a defined term in
this Plan and is not specifically defined in this Article, the term shall have
the meaning given it by Article I of the Qualified Plan.
SECTION 1.10. ELIGIBLE EMPLOYEE means any Employee who has completed
two years of Continuous Employment with the Company or a Related Company and
whose Compensation is in excess of the limitation on Compensation imposed by
Code Section 401(a)(17). Solely for the purpose of determining who is an
Eligible Employee, Service with a Related Company prior to the time such
corporation became a Related Company shall be ignored.
SECTION 1.11. FINAL AVERAGE COMPENSATION means a Participant's average
monthly Compensation during the highest five (5) consecutive calendar years
preceding (but not including) the year of Late, Normal or Early Retirement or
other termination of employment, as applicable.
If the Participant shall not have completed five (5) calendar Years of
Service, such average shall be based on his Compensation averaged over such
lesser period of Service. For a Participant who incurs an Approved Absence or
who is rehired after a Break in Service with his prebreak Service restored, the
Plan Years and his Approved Absence or Break in Service shall be considered
consecutive Plan Years even though they were not contiguous.
SECTION 1.12. PARTICIPANT means any Eligible Employee entitled to a
benefit under the Qualified Plan.
SECTION 1.13. PLAN means the Huntington Bancshares Supplemental
Retirement Income Plan, as set forth herein or as hereafter amended.
SECTION 1.14. A PREDECESSOR PLAN means a plan which has merged into the
Qualified Plan.
SECTION 1.15. PRERETIREMENT SURVIVOR'S BENEFIT shall have the meaning
given it by Article I of the Qualified Plan; provided however, with respect to
a Participant, who was a participant in a Predecessor Plan and whose Credited
Service does not include service accrued under the Predecessor Plan, the term
Preretirement Survivor's Benefit does not include the portion, if any, of such
Participant's Preretirement Survivor's Benefit attributable to such Predecessor
Plan.
SECTION 1.16. QUALIFIED PLAN means the Huntington Bancshares
Retirement Plan as restated effective January 1, 1986, as it may be amended
from time to time specifically including a required Tax Reform Act of 1986
compliance restatement generally effective January 1, 1989.
2
SECTION 1.17. QUALIFIED PLAN RETIREMENT BENEFIT means the Accrued
Retirement Pension payable to a Participant pursuant to the Qualified Plan by
reason of his termination of employment with the Company and all Related
Companies for any reason; provided however, with respect to a Participant, who
was a participant in a Predecessor Plan, and whose Credited Service does not
include service accrued under the Predecessor Plan, the term Qualified Plan
Retirement Benefit does not include the portion, if any, of such Participant's
Qualified Plan Retirement Benefit attributable to such Predecessor Plan.
SECTION 1.18. SUPPLEMENTAL RETIREMENT BENEFIT AND SUPPLEMENTAL
SURVIVING SPOUSE BENEFIT. Supplemental Retirement Benefit means the benefit
payable to a Participant pursuant to Sections 3.01, 3.02, 3.03, 3.04 and 3.05
of this Plan by reason of the Participant's termination of employment with the
Company or a Related Company for any reason. Supplemental Surviving Spouse
Benefit means the benefit payable pursuant to Section 4.01 to a Participant's
Surviving Spouse.
For the purpose of determining the Supplemental Retirement Benefit and
the Supplemental Surviving Spouse Benefit the following rule of construction
shall apply: Benefits provided by the Huntington Supplemental Executive
Retirement Plan executed February 18, 1986 will be subtracted from the
Supplemental Retirement Benefit and the Supplemental Surviving Spouse Benefit;
benefits provided by the Huntington Supplemental Stock Purchase and Tax Savings
Plan will not be subtracted from the Supplemental Retirement Benefit or the
Supplemental Surviving Spouse Benefit.
ARTICLE II
Participation
-------------
SECTION 2.01. ELIGIBILITY. An Eligible Employee whose Qualified Plan
Retirement Benefit is limited by reason of the application of the limitations
on benefits imposed by the application of Section 415 or 401(a)(17) of the
Code, as in effect on the date for commencement of the Qualified Plan
Retirement Benefit shall be eligible to receive a Supplemental Retirement
Benefit. If an Eligible Employee described in the preceding sentence dies
prior to commencement of his Qualified Plan Retirement Benefit, survived by an
Eligible Spouse entitled to a Preretirement Survivor's Benefit under the
Qualified Plan, then such Spouse shall be eligible to receive a Supplemental
Surviving Spouse Benefit.
ARTICLE III
Supplemental Retirement Benefit
-------------------------------
SECTION 3.01. NORMAL RETIREMENT. The Supplemental Retirement Benefit
payable to a Participant retiring on his Normal Retirement Date shall be a
monthly amount equal to the difference between (a) and (b) below:
(a) (i) For Participants born in or before 1937, one and
one quarter percent (1.25%) of Final Average Compensation for each of the first
twenty five (25) years of Credited Service plus one percent (1.0%) of Final
Average Compensation for each year of Credited Service in excess of twenty five
(25), if any, up to a maximum of fifteen (15) additional years
PLUS
(ii) three quarters of one percent (.75%) of Final
Average Compensation in excess of Covered Compensation for each of the first
twenty five (25) years of Credited Service.
3
One and one quarter percent (1.25%) is increased to one and three tenths
percent (1.30%) for Participants born in 1938-1954 and to one and thirty five
hundredths percent (1.35%) for Participants born after 1954.
Three quarters of one percent (.75%) is decreased to seven tenths of one
percent (.70%) for Participants born in 1938-1954 and to sixty five hundredths
of one percent (.65%) for Participants born after 1954;
LESS
(b) the monthly amount of the Qualified Plan Retirement
Benefit actually payable to the Participant under the Qualified Plan or any
supplemental executive retirement plan or agreement, sponsored or entered by
the Company or any Related Company; other than a supplemental executive
retirement plan whose primary purpose is to provide benefits in excess of
amounts permitted by Code Section 401(a)(17) or 415 with respect to a
Predecessor Plan.
The amounts described in (a) and (b) shall be computed as of the date of
termination of employment of the Participant with the Company or a Related
Company in the form of a straight life annuity payable over the lifetime of the
Participant only.
SECTION 3.02. EARLY RETIREMENT. A Participant who has attained age 55
and has completed ten (10) years of Service who retires early shall be entitled
to a benefit equal to the benefit calculated in Section 3.01(a) above reduced
by the factors in the table below:
Factor to use on:
3.01(a)(i) 3.01(a)(ii)
Age at which portion of portion of
Benefits Commence the benefit the benefit
----------------- ----------- -----------
64 .97 .92
63 .94 .84
62 .91 .76
61 .88 .71
60 .85 .66
59 .82 .63
58 .79 .60
57 .76 .56
56 .73 .52
55 .70 .48
If benefits commence other than at the above specified ages, linear
interpolation should be used to arrive at the appropriate factors.
Amounts payable under any other plans described in Section 3.01(b) shall also
be used to reduce the Supplemental Retirement Benefit payable on Early
Retirement.
SECTION 3.03. LATE RETIREMENT. If a Participant does not retire at
his Normal Retirement Date, he shall be entitled to a Supplemental Retirement
Benefit commencing as of his Late Retirement Date computed as provided in
Section 3.01 of this Plan.
4
SECTION 3.04. DISABILITY. If a Participant becomes eligible for a
Disability Retirement Pension under the Qualified Plan, he shall be entitled to
a monthly amount equal to the difference between (a) and (b) below:
(a) the monthly amount of the Disability Retirement Pension
under the Qualified Plan to which the Participant would have been entitled
under the Qualified Plan if such Disability Retirement Pension were computed
without giving effect to the limitations on benefits imposed by the application
of Section 415 or Section 401(a)(17) of the Code;
LESS
(b) the monthly amount of the Normal or Disability Retirement
Pension actually payable to the Participant under the Qualified Plan or any
supplemental executive retirement plan or agreement, sponsored or entered by
the Company or any Related Company; other than a supplemental executive
retirement plan whose primary purpose is to provide benefits in excess of
amounts permitted by Code Section 401(a)(17) or 415 with respect to a
Predecessor Plan.
SECTION 3.05. DEFERRED VESTED PENSION. If Participant becomes
eligible for a Deferred Vested Pension under the Qualified Plan, he shall be
entitled to a monthly amount equal to the difference between (a) and (b) below:
(a) the monthly amount of the Deferred Vested Pension to which
the Participant would have been entitled under the Qualified Plan if such
benefit were computed without giving effect to the limitations on benefits
imposed by application of Section 415 or Section 401(a)(17) of the Code;
LESS
(b) the monthly amount of the Deferred Vested Pension actually
payable to the Participant under the Qualified Plan or any supplemental
executive retirement plan or agreement, sponsored or entered by the Company or
any Related Company; other than a supplemental executive retirement plan whose
primary purpose is to provide benefits in excess of amounts permitted by Code
Section 401(a)(17) or 415 with respect to a Predecessor Plan.
SECTION 3.06. FORM OF BENEFIT. The Supplemental Retirement Benefit
payable to a Participant shall be paid in the form of a straight life annuity
over the lifetime of the Participant only. The Company may, at its discretion,
permit a Participant who is married on the date benefit payments commence to
elect payment in the form of a Qualified Joint and Survivor Pension provided
such request is made at least 60 days prior to commencement of the benefit.
Such election shall be made in a manner provided by the Committee. Except as
provided at Section 7.09 of the Plan, the form of benefit described in this
Section 3.06 is the only form in which the Supplemental Retirement Benefit is
paid.
SECTION 3.07. COMMENCEMENT OF BENEFIT. Payment of the Supplemental
Retirement Benefit to a Participant shall commence on the same date as payment
of the Qualified Plan Retirement Benefit to the Participant commences.
ARTICLE IV
Supplemental Surviving Spouse Benefit
-------------------------------------
SECTION 4.01. AMOUNT. If a Participant dies prior to commencement of
payment of his Qualified Plan Retirement Benefit under circumstances in which a
Preretirement Survivor's Benefit is payable to his Surviving Spouse, then a
Supplemental Surviving Spouse Benefit is payable to his Surviving Spouse as
hereinafter provided. The monthly amount of the
5
Supplemental Surviving Spouse Benefit payable to a Surviving Spouse shall be
equal to the difference between (a) and (b) below:
(a) the monthly amount of the Preretirement Survivor's Benefit
to which the Surviving Spouse would have been entitled under the Qualified Plan
if such Benefit were computed without giving effect to the limitations on
benefits imposed by application of Section 415 or 401(a)(17) of the Code to
plans to which that section applies;
LESS
(b) the monthly amount of the Preretirement Survivor's Benefit
actually payable to the Surviving Spouse under the Qualified Plan or any
supplemental executive retirement plan or agreement, sponsored or entered by
the Company or any Related Company; other than a supplemental executive
retirement plan whose primary purpose is to provide benefits in excess of
amounts permitted by Code Section 401(a)(17) or 415 with respect to a
Predecessor Plan.
SECTION 4.02. FORM AND COMMENCEMENT OF BENEFIT. A Supplemental
Surviving Spouse Benefit shall be payable over the lifetime of the Surviving
Spouse only in monthly installments commencing on the date for commencement of
payment of the Preretirement Survivor's Benefit to the Surviving Spouse under
the Qualified Plan and terminating on the date of the last payment of the
Preretirement Survivor's Benefit made before the Surviving Spouse's death.
ARTICLE V
Vesting
-------
SECTION 5.01. PARTICIPANT VESTING. A Participant credited with five
years of Service under the Qualified Plan shall be fully vested in the Plan.
ARTICLE VI
Administration of the Plan
--------------------------
SECTION 6.01. ADMINISTRATION BY THE COMMITTEE. The Committee shall be
responsible for the general operation and administration of the Plan and for
carrying out the provisions thereof.
SECTION 6.02. GENERAL POWERS OF ADMINISTRATION. All provisions set
forth in the Qualified Plan with respect to the administrative powers and
duties of the Company or the Committee, when relevant, shall apply to this
Plan. The Company shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by the
Company with respect to the Plan. The Committee may delegate its powers and
duties to one or more members in the same manner as permitted by the Qualified
Plan.
ARTICLE VII
Miscellaneous
-------------
SECTION 7.01. AMENDMENT OR TERMINATION. The Company reserves the
right at any time to amend or terminate this Plan.
6
SECTION 7.02. NO CONTRACT OF EMPLOYMENT. Nothing in the Plan shall be
deemed or construed to impair or affect in any manner whatsoever, the right of
the Employers, in their discretion, to hire Employees and, with or without
cause, to discharge or terminate the service of Employees or Participants.
SECTION 7.03. PAYMENT IN EVENT OF INCAPACITY. If any person entitled
to any payment under the Plan shall be physically, mentally or legally
incapable of receiving or acknowledging receipt of such payment, the Committee,
upon receipt of satisfactory evidence of his incapacity and satisfactory
evidence that another person or institution is maintaining him and that no
guardian or committee has been appointed for him, may cause any payment
otherwise payable to him to be made to such person or institution so
maintaining him.
SECTION 7.04. FUNDING. The Plan at all times shall be entirely
unfunded and no provision shall at any time be made with respect to segregating
any assets of the Company for payment of any benefits hereunder. No
Participant, Surviving Spouse or any other person shall have any interest in
any particular assets of the Company by reason of the right to receive a
benefit under the Plan and any such Participant, Surviving Spouse or other
person shall have only the rights of a general unsecured creditor of the
Company with respect to any rights under the Plan.
SECTION 7.05. GENERAL CONDITIONS. Except as otherwise expressly
provided herein, all terms and conditions of the Qualified Plan applicable to a
Qualified Plan Retirement Benefit or a Preretirement Survivor's Benefit shall
also be applicable to a Supplemental Retirement Benefit or a Supplemental
Surviving Spouse Benefit payable hereunder. Any Qualified Plan Retirement
Benefit or Preretirement Survivor's Benefit, or any other benefit payable under
the Qualified Plan, shall be paid solely in accordance with the terms and
conditions of the Qualified Plan and nothing in this Plan shall operate or be
construed in any way to modify, amend or affect the terms and provisions of the
Qualified Plan. However, nothing in this Section shall modify the requirement,
except as provided in Section 7.09, that all Supplemental Retirement Benefits
provided by this Plan be paid in the form of a straight life annuity.
SECTION 7.06. NO GUARANTY OF BENEFITS. Nothing contained in the Plan
shall constitute a guaranty by the Company or any other entity or person that
the assets of the Company will be sufficient to pay any benefit hereunder.
SECTION 7.07. SPENDTHRIFT PROVISION. No interest of any person or
entity in, or right to receive a benefit under, the Plan shall be subject in
any manner to sale, transfer, assignment, pledge, attachment, garnishment, or
other alienation or encumbrance of any kind; nor may such interest or right to
receive a benefit be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.
SECTION 7.08. APPLICABLE LAW. The Plan shall be construed and
administered under the laws of the State of Ohio.
SECTION 7.09. SMALL BENEFITS. If the Actuarial Equivalent of any
Supplemental Retirement Benefit or Supplemental Surviving Spouse Benefit is
less than $10,000, the Company may pay the actuarial value of such Benefit to
the Participant or Surviving Spouse in a single lump sum in lieu of any further
benefit payments hereunder.
SECTION 7.10. LIMITATIONS ON LIABILITY. Notwithstanding any of the
preceding provisions of the Plan, neither the Company nor any individual acting
as an employee or agent of the
7
Company shall be liable to any Participant, former Participant, Surviving
Spouse or any other person for any claim, loss, liability or expense incurred
in connection with the Plan.
SECTION 7.11. ACTUARIAL EQUIVALENT. If any benefit required by this
Plan to be subtracted from the Supplemental Retirement Benefit provided by this
Plan is not payable in the form of a straight life annuity, such benefit's
Actuarial Equivalent in the form of a straight life annuity shall be calculated
using the same methods as used by the Qualified Plan.
In determining whether a Supplemental Retirement Benefit is less than
$10,000, the Committee shall employ the same actuarial method as used by the
Qualified Plan.
SECTION 7.12. TAXES. All benefits payable pursuant to this Plan shall
be reduced by any and all federal, state and local taxes imposed upon the
Participant or the Beneficiary which are required to be paid or withheld by the
Company or a Related Company.
SECTION 7.13. CLAIMS PROCEDURE. The Committee shall have complete
authority and discretion regarding benefit determinations. Unless waived by
the Committee, any person entitled to benefits hereunder must file a claim with
the Committee upon forms furnished by the Committee. Notwithstanding any other
provision of this Plan, payment of benefits need not be made until receipt of
the claim and the expiration of the time periods specified in this Section 7.13
for rendering a decision on the claim. In the event a claim is denied,
benefits need not be made or commence until a final decision is reached by the
Committee.
The Committee shall notify the claimant of its decision within ninety (90) days
after receipt of the claim. However, if special circumstances require, the
Committee may defer action on a claim for benefits for an additional period not
to exceed ninety (90) days, and in that case it shall notify the claimant of
the special circumstances involved and the time by which it expects to render a
decision.
If the Committee determines that any benefits claimed should be denied, it
shall give notice to the claimant setting forth the specific reason or reasons
for the denial and provide a specific reference to the Plan provisions on which
the denial is based. The Committee shall also describe any additional
information necessary for the Participant to perfect the claim and explain why
the information is necessary. Such claimant shall be entitled to full and fair
review by the Committee of the denial. The claimant shall have sixty (60) days
after receipt of the denial in which to file a notice of appeal with the
Committee. A final determination by the Committee shall be rendered within
sixty (60) days after receipt of the claimant's notice of appeal. Under
special circumstances such determination may be delayed for an additional
period not to exceed sixty (60) days, in which case the claimant shall be
notified of the delay prior to the close of the initial sixty (60) day period.
The Committee's final decision shall set forth the reasons and the references
to the Plan provisions on which it is based. The Committee shall have
discretion in interpreting the terms of the Plan and in making claim
determinations. Final determinations shall be made by the Committee and such
determinations shall be conclusive and binding on all persons. The Committee
shall be deemed to have properly exercised its authority unless it has abused
its discretion hereunder by acting arbitrarily and capriciously.
SECTION 7.14. GENDER AND NUMBER. The masculine gender shall be deemed
to include the feminine, the feminine gender shall be deemed to include the
masculine, and the singular shall include the plural unless otherwise clearly
required by the context.
SECTION 7.15. HEADINGS. The headings and subheadings in this Plan
have been inserted for convenience and reference only and are to be ignored in
any construction of the provisions hereof.
8
IN WITNESS WHEREOF: the Company has caused this Plan to be executed on
the 21st day of April, 1994; effective January 1, 1994.
----
HUNTINGTON BANCSHARES INCORPORATED
By: /s/ Ralph K. Frasier
--------------------------
Title: General Counsel & Secretary
------------------------------
9