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Exhibit 10.3
THE CHASE MANHATTAN CORPORATION
Post-Retirement Compensation Plan for Non-Employee Directors
(As amended and restated effective May 21, 1996.)
SECTION 1. Plan.
This plan is the Chase Manhattan Corporation
Post-Retirement Compensation Plan for Non-Employee Directors.
SECTION 2.
Definitions. For purposes of the Plan, the following terms
shall have the meanings specified below:
"Administrator"
shall mean the person appointed by the Chief Executive
Officer of the Corporation to administer the Plan.
"Board" shall mean
the Board of Directors of the Corporation.
"Common Stock"
shall mean the shares of common stock, par value $1 per
share, of the Corporation.
"Corporation"
shall mean The Chase Manhattan Corporation, a Delaware
corporation.
"Director" shall
mean a person serving as a director of the
Corporation.
"Fair Market
Value" shall mean the mean between the high and low
selling prices of Common Stock on the date as of which such value
is being
determined.
"Outside Director"
shall mean any Director of the Corporation who has
never been an employee or officer of the Corporation or a
Subsidiary.
"Participant"
shall have the meaning assigned to such term in Section
3.
"Subsidiary" shall
mean any corporation which at the time qualifies as
a subsidiary of the Corporation under the definition of "subsidiary
corporation"
in Section 425(f) of the Internal Revenue Code of 1986, as the same
may be
amended from time to time.
"Unit" shall mean
a unit which is equal in value to the Fair Market
Value of a share of Common Stock.
SECTION 3.
Participants. Effective as of May 21, 1996, the term
"Participant" shall be limited to those Outside Directors who were
participating
in the Plan and on such date, the Plan shall be frozen, and no
further amounts
shall accrue in respect of any Participant, except as set forth in
Section 4(b).
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SECTION 4.
Compensation. (a) Commencing upon a Participant's
retirement, resignation or removal from service as a Director on
the Board, or
any failure of a Participant to be reelected as a Director after
accepting a
nomination for election, in each case (i) after attaining the age
of 70 (or such
other age as may be established from time to time by the Board as
the retirement
age), (ii) with the consent of the Board or (iii) because of
disability or
health reasons, the Corporation shall pay on May 1 of each year (or
on such
other date or dates as the Administrator shall so designate in his
sole
discretion) during the Participant's lifetime to each Participant
an amount
equal to the dollar value of the annual retainer fee (such dollar
value to be
determined by the Administrator from time to time) payable to
Directors of the
Corporation at the date the Participant retires, resigns, or is
removed from
service as a Director or is not reelected as a Director after
accepting a
nomination for election, which amount shall be not less than
$25,000 for
Participants ceasing to serve the Corporation in the capacity of
Director on or
after January 1, 1990; provided, however, such amount shall be
reduced for each
Participant with fewer than ten years of service to the Board as an
Outside
Director by ten percent for each year, or part thereof, less than
ten years of
service. In calculating the number of years a Participant has
served on the
Board, all years served prior to the effectiveness of this Plan and
for
Participants who were Directors of Manufacturers Hanover
Corporation or who were
Directors of The Chase Manhattan Corporation at the time of its
merger with
Chemical Banking Corporation, all years such Participants had
served as
directors of such corporation prior to becoming Directors of the
Corporation.
shall be included in the calculation.
(b) For purposes
of determining the amount payable hereunder to any
Participant retiring, resigning or being removed on or after May
20, 1996, the
following rules shall apply:
(i) any Participant retiring, resigning or being removed on
May 20, 1996, shall be permitted to elect to (A) receive the
compensation set
forth in Section 4(a), except that the age specified in Section
4(a) (i) shall
be 65 and such Participant shall be deemed to have performed ten
years of
service to the Board as an Outside Director (regardless of his or
her actual
years of service); or (B) be treated in the manner set forth in
Section 4(b)
(ii) below;
(ii) any Participant retiring, resigning, being removed or
otherwise terminating service as an Outside Director after May 20,
1996 shall,
in lieu of the compensation payable under this Section 4(a),
receive an amount
determined pursuant to Section 5; prov
