Exhibit 10.18
WHITNEY HOLDING CORPORATION
RETIREMENT RESTORATION PLAN
As Amended and Restated Effective January 1,
2008
WHITNEY HOLDING CORPORATION
RETIREMENT RESTORATION PLAN
TABLE OF CONTENTS
|
ARTICLE
I PURPOSE
|
1
|
|
ARTICLE
II DEFINITIONS
|
1
|
|
2.1
|
Beneficiary
|
1
|
|
2.2
|
Benefit Commencement Date
|
1
|
|
2.3
|
Employer
|
2
|
|
2.4
|
Grandfathered Restoration Benefit
|
2
|
|
2.5
|
Participant
|
2
|
|
2.6
|
Plan Committee
|
2
|
|
2.7
|
Retirement Plan
|
2
|
|
2.8
|
Specified Employee
|
2
|
|
2.9
|
Termination of Employment
|
3
|
|
2.1
|
Other Definitions
|
3
|
|
ARTICLE
III ELIGIBILITY AND PARTICIPATION
|
3
|
|
3.1
|
Conditions of Eligibility
|
3
|
|
3.2
|
No Effect on Other Benefits
|
3
|
|
ARTICLE
IV RESTORATION BENEFITS
|
3
|
|
4.1
|
Special Definitions
|
3
|
|
4.2
|
Time of Payment
|
4
|
|
4.3
|
Amount of Restoration Benefit
|
4
|
|
4.4
|
Form of Restoration Benefit
|
5
|
|
4.5
|
Cash Out of Small Benefits
|
6
|
|
4.6
|
Actuarial Assumptions
|
6
|
|
4.7
|
Vesting
|
6
|
|
4.8
|
Participant Elections
|
6
|
|
ARTICLE
V DEATH BENEFITS
|
6
|
|
5.1
|
Special Definition
|
6
|
|
5.2
|
Participants Death Before Benefit Commencement
Date
|
7
|
|
5.3
|
Participant's Death After Benefit Commencement
Date
|
7
|
|
5.4
|
Single-Sum Payment
|
7
|
|
ARTICLE
VI RESTRICTIONS ON PAYMENT
|
8
|
|
6.1
|
Benefits Payable on Termination for Cause
|
8
|
|
6.2
|
Early Payments
|
8
|
|
ARTICLE
VII PLAN ADMINISTRATION
|
8
|
|
7.1
|
Powers
|
8
|
|
7.2
|
Payments
|
9
|
|
7.3
|
Delegation of Administrative Authority;
Experts
|
9
|
|
ARTICLE
VIII PARTICIPANTS' RIGHTS
|
9
|
|
8.1
|
Spendthrift Provision
|
9
|
|
8.2
|
Plan Not an Employment Agreement
|
9
|
|
8.3
|
Offset
|
9
|
|
8.4
|
Obligation for Benefit Payments
|
10
|
|
8.5
|
Taxes
|
10
|
|
8.6
|
Employer's Protection
|
10
|
|
ARTICLE
IX MISCELLANEOUS
|
10
|
|
9.1
|
Termination of Plan
|
10
|
|
9.2
|
Funding
|
11
|
|
9.3
|
Inurement
|
11
|
|
9.4
|
Amendments and Modifications
|
11
|
|
9.5
|
Governing Law
|
11
|
WHITNEY HOLDING CORPORATION
RETIREMENT RESTORATION PLAN
This
Whitney Holding Corporation Retirement Restoration Plan (the
"Plan") is adopted by Whitney Holding Corporation, a
corporation organized and existing under the laws of the State
of Louisiana, and shall be first effective as of January 1,
1995. The Plan was subsequently last amended and
restated effective as of January 1, 2008 in order to comply
with Section 409A of the Internal Revenue Code of 1986, as
amended, and any ambiguity hereunder shall be interpreted in
such a way as to comply, to the extent necessary, with Section
409A of the Code and the regulations thereunder.
ARTICLE I
PURPOSE
The
Plan is intended to be an unfunded deferred compensation
arrangement for the benefit of designated key management
employees of Whitney Holding Corporation and its affiliates
and subsidiaries, within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
As such, this Plan is not intended to constitute an employee
benefit plan under ERISA which is subject to the provisions of
Parts 2, 3 and 4 of Title I of ERISA. In accordance with such
intent, any obligation to pay benefits hereunder shall be
deemed to be an unsecured promise, and any right of a
participant or beneficiary hereunder to enforce such
obligation shall be solely as a general creditor of Whitney
Holding Corporation. Further, the Plan is not intended to
constitute a qualified employee benefit plan within the
meaning of Section 401(a) of the Internal Revenue Code of
1986, as amended (the "Code").
ARTICLE II
DEFINITIONS
Except
as expressly set forth below, capitalized terms used herein
shall have the meanings ascribed to them in the Retirement
Plan (as defined below).
2.1
Beneficiary
The
person, persons, entity or entities (a) designated by a
Participant, in writing, to receive death benefits payable
under the Retirement Plan, or (b) determined in accordance
with the terms of the Retirement Plan, as the case may
be.
2.2
Benefit Commencement Date
The
date on which the payment of Restoration Benefits hereunder
commences, determined in accordance with Paragraph 4.2
hereof.
2.3
Employer
Whitney
Holding Corporation, a corporation organized and existing
under the laws of the State of Louisiana, and any subsidiary
or affiliate of Whitney Holding Corporation.
2.4
Grandfathered Restoration
Benefit
In
accordance with Section 409A of the Code and the final
regulations thereunder, the present value, as of December 31,
2004, of the amount of the vested Restoration Benefit to which
the Participant would be entitled under Section 4.3
if (a) the Participant’s Benefit
Commencement Date was January 1, 2005, (b) the Participant had
a Termination of Employment on December 31, 2004, and (c) the
Participant elected to receive his or her Restoration Benefit
in the form of a single life annuity no later than March 1,
2005, shall not be subject to Section 409A of the Code and
shall be referred to herein as the “Grandfathered
Restoration Benefit.” For purposes of this
Agreement, no part of the payment attributable to the
Participant’s Grandfathered Restoration Benefit that
would otherwise have been paid under Section 4.2 of the Plan
shall be subject to the 6 month delay for payments to
Specified Employees described in Section 4.2.
For
purposes of this Agreement, the “Non-Grandfathered
Restoration Benefit” shall equal the amount of the
Restoration Benefit the Participant is entitled to on the date
the Participant has a Termination of Employment minus the
amount of the Participant’s Grandfathered Restoration
Benefit. The Non-Grandfathered Restoration Benefit
shall be subject to Section 409A of the Code.
2.5
Participant
An
executive officer of the Employer who is designated to
participate in this Plan in accordance with Article III hereof
and who is entitled to receive a Restoration Benefit
hereunder.
2.6
Plan Committee
The
Plan Committee is the administrator of this Plan, the members
of which are the members of the Compensation and Human
Resource Committee of the Board of Directors of Whitney
Holding Corporation.
2.7
Retirement Plan
A
qualified employee benefit plan maintained by Whitney National
Bank known as the Whitney National Bank Retirement Plan, most
recently amended and restated as of January 1, 2002, as the
same may be further amended from time to time.
2.8
Specified Employee
A
Participant who falls within the meaning of such term in Code
Section 409A and the final regulations thereunder (the
“Final 409A Regulations”), provided, however, that
as permitted in the Final 409A Regulations, the
Employer’s Specified Employees and its application of
the six-month delay rule of Code Section 409A(a)(2)(B)(i)
shall be determined in accordance with a policy adopted by the
Compensation and Human Resource Committee of the Board of
Directors, which shall be applied consistently with respect to
all nonqualified deferred compensation arrangements of the
Employer, including this Plan.
2.9
Termination of Employment
A
separation from service under Code Section 409A and the Final
409A Regulations.
2.10
Other Definitions
The
terms "Restoration Benefit," "Retirement Election Period,"
"Cause," "Adverse Determination," and "Death Benefit" shall
have the respective meanings set forth below.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1
Conditions of Eligibility
Eligibility
to become a Participant in this Plan shall be determined by
the Plan Committee, in its sole discretion, from time to time.
Participants hereunder shall be executive officers of the
Employer who also participate in the Retirement Plan.
Participants may be designated individually or by groups or
categories, in the discretion of the Plan Committee. Any such
determination shall be conclusive and binding upon all
persons.
The
Plan Committee, in its sole discretion, may impose additional
conditions on eligibility to participate in this Plan. Any
such conditions may be imposed on a group or category of
executive officers otherwise designated for participation
hereunder or may be imposed individually on any such executive
officer. Any additional conditions shall be evidenced by a
written agreement between the Plan Committee and any affected
executive officer.
3.2
No Effect on Other Benefits
Except
as set forth in Paragraph 3.1 hereof, any compensation paid or
benefits provided to a Participant shall be in addition to and
not in lieu of the benefits provided to such Participant under
this Plan. Except as otherwise provided herein, nothing in
this Plan shall be construed as limiting, varying or reducing
the provision of any benefit available to a Participant, such
Participant's estate or Beneficiary pursuant to any employment
agreement, retirement plan, including any qualified pension or
profit-sharing plan, health, disability or life insurance plan
or any other form of agreement or arrangement between the
Employer and a Participant.
ARTICLE IV
RESTORATION BENEFITS
4.1
Special Definitions
For
purposes of this Article IV, Restoration Benefit means a
benefit determined and payable to a Participant in accordance
with this Article IV. Unless otherwise stated,
references to a Participant’s “Restoration
Benefit” include a Participant’s Grandfathered
Restoration Benefit and Non-Grandfathered Restoration
Benefit.
The
term "Retirement Election Period" shall mean the 180-day
period prior to the Participant’s Benefit Commencement
Date as determined under Section 4.2 of the Plan.
4.2
Time of Payment
Except
as otherwise provided herein, a Participant's Restoration
Benefit hereunder shall be payable as of such Participant's
Benefit Commencement Date. The term Benefit
Commencement Date shall mean for Participants who are eligible
for Early Retirement under the Retirement Plan the first day
of the month next following the later of the month the
Participant (a) attains age 55, or (b) has a Termination of
Employment with the Employer. For Participants who
are not eligible for Early Retirement under the Retirement
Plan, the term Benefit Commencement Date shall mean the first
day of the month next following the later of the month the
Participant (a) attains age 65, or (b) has a Termination of
Employment with the Employer. For this purpose,
“Early Retirement” shall have the meaning ascribed
to it in the Retirement Plan.
Notwithstanding
the foregoing, if a Participant is a Specified Employee on his
Benefit Commencement Date and payment(s) are due from this
Plan on account of Termination of Employment (but not death),
the Participant’s right to begin to receive the portion
of such payments attributable to his Non-Grandfathered
Restoration Benefit will be delayed until the earlier of the
Participant’s death or the first day of the seventh
month following the Participant’s Termination of
Employment, whereupon the accumulated payments will be paid
and distributed to the Participant (without interest) and the
normal payment schedule for the remaining monthly payments
will resume.
4.3
Amount of Restoration Benefit
A
Participant's Restoration Benefit shall be the difference
between a Participant's Maximum Benefit and Normal Retirement
Benefit or Early Retirement Benefit, as the case may
be.
For
this purpose, the terms "Normal Retirement Benefit" and "Early
Retirement Benefit" shall have the meanings ascribed to them
in the Retirement Plan. The term "Maximum Benefit" means a
Participant's Normal Retirement Benefit or Early Retirement
Benefit, as the case may be, subject to the following
adjustments:
|
|
a.
|
Compensation
shall be determined without regard to the limit imposed under Code
Section 401(a)(17) (or any successor thereto);
|
|
|
b.
|
No
reduction shall be taken on account of the limitations imposed
under Code Section 415 (or a successor thereto), including, without
limitation, a reduction to reflect the annual benefit payable from
the Retirement Plan;
|
|
|
c.
|
No
reduction shall be taken on account of the general test imposed
under Code Section 401(a)(4) (or a successor thereto);
and
|
|
|
d.
|
Compensation
shall be determined taking into account any amount which a
Participant defers under any plan of deferred compensation
maintained by the Employer, including, without limitation, the
Savings Plus Plan (or
|
| 
