EXHIBIT 2.9
EXHIBIT B TO THE
DISTRIBUTION AGREEMENT
EMPLOYEE BENEFITS AGREEMENT
BETWEEN
PROVIDIAN CORPORATION
AND
PROVIDIAN BANCORP, INC.
DATED AS OF __________ __, 1997
TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS.......................................... 1
1.01. Definitions.............................................. 1
1.02. Schedules, Etc........................................... 4
ARTICLE II GENERAL............................................. 4
2.01. Transfers of Employees................................... 4
2.02. Liabilities Under Plans.................................. 4
ARTICLE III STOCK-BASED PLANS.................................. 5
3.01. Stock Options............................................ 5
3.02. Stock Ownership Plan..................................... 5
3.03 Spinco Equity Units...................................... 6
ARTICLE IV OTHER PLANS......................................... 6
4.01. Deferred Compensation.................................... 6
4.02. Severance Pay............................................ 7
4.03. Master Savings Trust..................................... 7
ARTICLE V OTHER LIABILITIES.................................... 7
5.01. Other Liabilities and Obligations........................ 7
ARTICLE VI MISCELLANEOUS....................................... 8
6.01. Recognition of Company Employment Service, etc........... 8
6.02. Indemnification.......................................... 8
6.03. Guarantee of Subsidiaries' Obligations................... 8
6.04. Sharing of Information................................... 8
6.05. Amendments............................................... 8
6.06. Successors and Assigns................................... 8
6.07. Termination.............................................. 8
6.08. Rights to Amend or Terminate Plans; No Third Party
Beneficiaries............................................ 9
6.09. Payments Under Other Agreements.......................... 9
6.10. Incorporation by Reference............................... 9
SCHEDULE A List of Company Plans
SCHEDULE B List of Spinco Plans
SCHEDULE C Employees Transferring to Spinco
SCHEDULE D Employees Referred to in Section 3.01(c)
SCHEDULE E Company Employees in Spinco Equity Unit Plan
SCHEDULE F Allocation of Rabbi Trust Assets
(i)
EMPLOYEE BENEFITS AGREEMENT
EMPLOYEE BENEFITS AGREEMENT, dated as of _________ __, 1997 (this
"Agreement"), by and between Providian Corporation, a Delaware corporation (the
"Company"), and Providian Bancorp, Inc., a Delaware corporation and a wholly
owned subsidiary of the Company ("Spinco").
RECITALS
A. The Merger Transaction. The Company, AEGON N.V., a Dutch
----------------------
corporation ("Merger Partner"), and LT Merger Corp., a Delaware corporation and
a wholly owned subsidiary of Merger Partner ("Sub"), have entered into a Plan
and Agreement of Merger and Reorganization, dated as of December 28, 1996 (the
"Merger Agreement"), providing for the Merger (as defined in the Merger
Agreement) of Sub with and into the Company, with the Company as the surviving
corporation.
B. The Distribution. Immediately prior to the Effective Time (as
----------------
defined in the Merger Agreement), the Company intends to distribute (the
"Distribution") as a dividend to the holders of the Company's common stock, par
value $1.00 per share ("Company Common Stock"), on a pro rata basis, all of the
then outstanding shares of common stock, par value $1.00 per share ("Spinco
Common Stock"), of Spinco.
C. Purpose. The purpose of the Distribution is to facilitate the
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reorganization of the Company, wherein the shareholders of the Company will
continue to own and operate Spinco, and to make possible the Merger by divesting
the Company of the businesses and operations conducted by Spinco in a tax-free
distribution to the Company's shareholders. The Company and Spinco have entered
into an Agreement and Plan of Distribution (the "Distribution Agreement"), which
sets forth or provides for certain agreements between the Company and Spinco in
consideration of the separation of their ownership.
D. This Agreement. Among other things, the Distribution Agreement
--------------
provides that the Company and Spinco will enter into this Employee Benefits
Agreement regarding certain liabilities and obligations relating to employees.
NOW, THEREFORE, in consideration of the premises and of the respective
covenants and agreements set forth herein, the parties hereto hereby agree as
follows:
ARTICLE I
DEFINITIONS
1.01. Definitions. As used in this Agreement, the following terms
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shall have the following respective meanings (capitalized terms used but not
defined herein (other than the names of Company employee benefit plans) shall
have the respective meanings ascribed thereto in the Distribution Agreement):
"Agreement" shall have the meaning specified in the first paragraph
hereof.
1
"Company" shall have the meaning specified in the first paragraph
hereof.
"Company Annual Bonus Plan" shall mean the Company's Management
Incentive Plan.
"Company Common Stock" shall have the meaning specified in paragraph B
of the recitals to this Agreement.
"Company Deferred Compensation Plans" shall mean the Company's
Deferred Compensation Plan, effective as of January 1, 1988 and amended and
restated effective as of January 1, 1992; the Company's Deferred Compensation
Plan for Deferral of Payments under the Management Incentive Plan, effective as
of January 1, 1992; and the Company's Operating and Policy Committee Deferred
Compensation Plan.
"Company Employee" shall mean any individual who is employed by any
member of the Company Group immediately before the Distribution Date and who is
not a Spinco Employee.
"Company Former Employee" shall mean any individual who is,
immediately before the Distribution Date, a former employee of any member of the
Company Group who has not been an employee of any member of the Spinco Group
since his or her most recent active employment with any member of the Company
Group.
"Company Option" shall mean an option to purchase shares of Company
Common Stock granted pursuant to the Company's 1981 Stock Option Incentive Plan,
1981 Tax-Qualified Stock Option Plan, 1989 Stock Option Plan or 1995 Stock
Option Plan.
"Company Participants" shall mean Company Employees, Company Former
Employees, and their respective beneficiaries and dependents.
"Company Plan" shall mean the plans, policies, programs and other
arrangements maintained by, contributed to or sponsored by any member of the
Company Group providing benefits to employees, former employees or non-employee
directors of any member of the Company Group listed on Schedule A hereto.
"Company Restricted Stock" shall mean restricted shares of Company
Common Stock granted pursuant to, and subject to forfeiture under, the Company's
Stock Ownership Plan.
"Company Subsidiary" shall mean any of the subsidiaries of the Company
other than those listed on Schedule 1.01 to the Distribution Agreement.
"Distribution" shall have the meaning specified in paragraph B of the
recitals to this Agreement.
"Distribution Agreement" shall have the meaning specified in paragraph
C of the recitals to this Agreement.
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"Distribution Year" shall mean the calendar year in which the
Distribution Date occurs.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Liabilities" shall mean any and all losses, claims, charges, debts,
demands, actions, causes of action, suits, damages, obligations, payments, costs
and expenses, indemnities and similar obligations, covenants, contracts,
controversies, agreements, promises, guarantees, make whole agreements and
similar obligations, and other liabilities, including all contractual
obligations, whether absolute or contingent, matured or unmatured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising.
"Merger Agreement" shall have the meaning specified in paragraph A of
the recitals to this Agreement.
"Pre-Distribution Year" shall mean the calendar year immediately
preceding the Distribution Year.
"Ratio" shall mean the amount obtained by dividing the average of the
daily high and low trading prices on the New York Stock Exchange for the Company
Common Stock on each of the ten trading days prior to the ex-dividend date for
the Distribution by the average of the daily high and low trading prices on the
New York Stock Exchange for the Spinco Common Stock on each of the ten trading
days beginning with the ex-dividend date for the Distribution.
"Spinco" shall have the meaning set forth in the first paragraph
hereof.
"Spinco Common Stock" shall have the meaning specified in paragraph B
of the recitals to this Agreement.
"Spinco Deferred Compensation Plan" shall mean any Deferred
Compensation Plan of Spinco in effect immediately prior to the Distribution.
"Spinco Employee" shall mean any individual who, immediately before
the Distribution Date, is employed by any member of the Spinco Group.
"Spinco Equity Unit Plan" shall mean the Equity Unit Plan of Spinco.
"Spinco Equity Units" shall mean Equity Units granted under, and as
defined in, the Spinco Equity Unit Plan.
"Spinco Former Employee" shall mean any individual who is, immediately
before the Distribution Date, a former employee of any member of the Spinco
Group who has not been an employee of any member of the Company Group since his
or her most recent active employment with any member of the Spinco Group.
"Spinco Option" shall mean an option to purchase from Spinco shares of
Spinco Common Stock provided to a Spinco Participant pursuant to Section 3.01.
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"Spinco Participants" shall mean Spinco Employees, Spinco Former
Employees, and their respective beneficiaries and dependents.
"Spinco Plans" shall mean any plan, policy, program, payroll practice,
ongoing arrangement, trust, insurance policy or other agreement or funding
vehicle maintained by, contributed to or sponsored by any member of the Spinco
Group providing benefits to employees, former employees or non-employee
directors of any member of the Spinco Group, including without limitation the
plans listed on Schedule B hereto; provided, however, that the term "Spinco
Plans" shall not include any Company Plans.
"Spinco Subsidiary" shall mean any of the subsidiaries of Spinco
listed on Schedule 1.01 to the Distribution Agreement.
Welfare Plan" shall mean an "employee welfare benefit plan" as defined
in Section 3(1) of ERISA (whether or not such plan is subject to ERISA).
1.02. Schedules, Etc. References to a "Schedule" are, unless
---------------
otherwise specified, to one of the Schedules attached to this Agreement, and
references to a "Section" are, unless otherwise specified, to one of the
Sections of this Agreement.
ARTICLE II
GENERAL
2.01. Transfers of Employees. Before the Distribution Date, the
----------------------
individuals listed on Schedule C hereto shall be transferred from the employ of
members of the Company Group to the employ of Spinco or any other member of the
Spinco Group designated by Spinco. Schedule C hereto may be amended by Spinco
at any time or from time to time before the Distribution Date with the consent
of the Company, which consent shall not be unreasonably withheld.
2.02. Liabilities Under Plans. From and after the Distribution Date,
-----------------------
except as otherwise specifically set forth in this Agreement, the Spinco Group
shall assume or retain, as the case may be, and shall be solely responsible for,
all Liabilities arising under, resulting from or relating to the Spinco Plans
(whether to Company Participants or to Spinco Participants), whether incurred
before, on or after the Distribution Date, and the Company Group shall assume or
retain, as the case may be, and shall be solely responsible for, all Liabilities
arising under, resulting from or relating to the Company Plans (whether to
Company Participants or to Spinco Participants), whether incurred before, on or
after the Distribution Date.
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ARTICLE III
STOCK-BASED PLANS
-----------------
3.01. Stock Options. (a) The Company and Spinco shall take all
-------------
action necessary or appropriate (including obtaining the consent of the holders
of Company Options, if required) so that each Company Option held by a Spinco
Participant that is outstanding as of the Distribution Date shall be replaced
as of the Distribution Date with a Spinco Option with respect to a number of
shares of Spinco Common Stock equal to the number of shares of Company Common
Stock subject to such Company Option immediately before such replacement,
multiplied by the Ratio (rounded down to the nearest whole share if necessary),
and with a per-share exercise price equal to the per-share exercise price of
such Company Option immediately before such replacement, divided by the Ratio
(rounded up to the nearest cent). Such Spinco Option shall otherwise have the
same terms and conditions as the corresponding Company Option, except that
references to the Company shall be changed to refer to Spinco.
(b) Effective as of the Distribution Date, the Spinco Group shall
assume and be solely responsible for all Liabilities of the Company Group to or
with respect to Spinco Participants arising out of or relating to Company
Options that are outstanding as of the Distribution Date. Spinco and the Spinco
Subsidiaries shall be solely responsible for all Liabilities arising out of or
relating to Spinco Options.
(c) To the extent the Company, Spinco and the affected holder or
holders of Company Options so agree, Company Options held by the Company
Employees listed on Schedule D hereto relating to up to an aggregate of 285,000
shares of Company Common Stock may be replaced as of the Distribution Date with
Spinco Options. Each such Spinco Option shall cover a number of shares of
Spinco Common Stock equal to the number of shares of Company Common Stock
subject to the Company Option so replaced immediately before such replacement,
multiplied by the Ratio (rounded down to the nearest whole share if necessary),
and with a per-share exercise price equal to the per-share exercise price of
such Company Option immediately before such replacement, divided by the Ratio
(rounded up to the nearest cent). Each such Spinco Option shall otherwise have
the same terms and conditions as the corresponding Company Option, except that
references to the Company shall be changed to refer to Spinco. As soon as
practicable after the Distribution Date, the Company shall pay to Spinco an
amount equal to the aggregate of the Spread with respect to all shares of
Company Common Stock subject to Company Options converted into Spinco Options
pursuant to this Section 3.01(c). The "Spread" with respect to any share of
Company Common Stock covered by a Company Option shall mean the excess (if any)
of (i) the average of the daily high and low per share trading prices on the New
York Stock Exchange for Company Common Stock on each of the ten trading days
prior to the ex-dividend date for the Distribution over (ii) the per share
exercise price for such Company Option.
3.02. Stock Ownership Plan. The Company shall take all action
--------------------
necessary so that all restrictions applicable to each award of Company
Restricted Stock held by a Spinco Participant that is outstanding as of the
Distribution Date shall terminate effective immediately before the Distribution
and certificates representing the shares subject thereto, as well as
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certificates representing the related shares of Company Common Stock on deposit,
are immediately distributed to such Spinco Participant (together with
certificates for any Spinco Common Stock distributed with respect thereto in the
Distribution).
3.03. Spinco Equity Units. The Spinco Equity Unit Plan may be
-------------------
terminated by Spinco, in Spinco's sole discretion, on or before the Distribution
Date. In such event, all participants therein shall be entitled to receive
payments, in a lump sum or in installments, in settlement of their Spinco Equity
Units. Effective as of the earlier of the date of termination of the Spinco
Equity Unit Plan (the "Termination Date") or the Distribution Date: (i) the
Company Group shall assume or retain, as applicable, and be solely responsible
for all Liabilities to or with respect to Company Employees arising out of or
relating to Spinco Equity Units; and (ii) the Spinco Group shall assume or
retain, as applicable, and be solely responsible for all other Liabilities
arising out of or relating to the Spinco Equity Unit Plan, whether arising
before, on or after the Termination Date or the Distribution Date.
Notwithstanding the foregoing: (i) each Company Employee who holds Spinco
Equity Units as of the Termination Date and who has elected to receive payments
with respect thereto in installments shall be permitted to elect to receive such
installment payments from Spinco rather than the Company; (ii) Spinco shall
assume and be solely responsible for all Liabilities to or with respect to each
such Company Employee who so elects (an "Electing Company Employee") arising out
of or relating to Spinco Equity Units; and (iii) the Company shall pay to
Spinco, as soon as practicable after the Termination Date, the aggregate
principal amount of the payments to be made with respect to Spinco Equity Units
of Electing Company Employees. The Company Employees who are, or will be, as of
the earlier of the Termination Date or the Distribution Date, participants in
the Spinco Equity Unit Plan are listed on Schedule E hereto.
ARTICLE IV
OTHER PLANS AND ARRANGEMENTS
4.01. Deferred Compensation. (a) Effective as of the Distribution
---------------------
Date, the Company shall amend the Company Deferred Compensation Plans, if
necessary, so that no Spinco Employee who is a participant therein shall be
deemed to have terminated employment as a result of the Distribution or as a
result of becoming a Spinco Employee in connection with the Distribution;
provided, however, that Spinco shall assume and be solely responsible for all
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Liabilities of the Company Group to or relating to Spinco Participants under the
Company Deferred Compensation Plans. Spinco and the Company shall cooperate in
taking all actions necessary or appropriate to accomplish the foregoing and to
ensure that as of the Distribution Date, the Company Group and the Company
Subsidiaries cease to have any Liabilities to or relating to the Spinco
Participants under the Company Deferred Compensation Plans, including, but not
limited to, amending the Company Deferred Compensation Plans or any grant
thereunder and obtaining any necessary consents of affected participants.
(b) Effective as of the Distribution Date, Spinco shall amend the
Spinco Deferred Compensation Plans, if necessary, so that no Company Employee
who is a participant therein shall be deemed to have terminated employment as a
result of the Distribution or as a result of becoming a Company Employee in
connection with the Distribution (with the
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result that such Company Employee shall continue as a participant in such Spinco
Deferred Compensation Plans in accordance with the terms of such plans).
4.02. Severance Pay. (a) Spinco and the Company agree that
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individuals who, on or prior to the Distribution Date, in connection with the
Distribution, cease to be Company Employees and become Spinco Employees shall
not be deemed to have experienced a termination or severance of employment from
the Company and its subsidiaries for purposes of any policy, plan, program or
agreement of the Company or any of its subsidiaries that provides for the
payment of severance, salary continuation or similar benefits.
(b) The Spinco Group shall assume and be solely responsible for all
Liabilities of the Company Group in connection with claims made by or on behalf
of Spinco Employees in respect of severance pay, salary continuation and similar
obligations relating to the termination or alleged termination of any such
person's employment on or after the Distribution Date.
4.03. Master Savings Trust, The Company and Spinco shall take all
--------------------
steps necessary or appropriate so that, effective on or before the Distribution
Date, all assets of Spinco's 401(k) Plan that are held in the Master Long-Term
Savings Trust are transferred to one or more trustees appointed by Spinco to be
held in one or more separate trusts established by Spinco in connection with
Spinco's 401(k) Plan.
ARTICLE V
OTHER LIABILITIES
5.01. Other Liabilities and Obligations. (a) As of the Distribution
---------------------------------
Date: (i) the Spinco Group shall assume and be solely responsible for all
Liabilities of the Company Group not otherwise provided for in this Agreement to
or relating to Spinco Participants arising out of or relating to employment by
any of the Company Group or the Spinco Group, or any predecessors thereof; and
(ii) the Company Group shall assume and be solely responsible for all
Liabilities of the Spinco Group not otherwise provided for in this Agreement to
or relating to Company Participants arising out of or relating to employment by
any of the Company Group or the Spinco Group, or any predecessors thereof.
(b) In consideration of the reallocation of certain employee costs
from the Company to Spinco effected by this Agreement, in addition to the
payments contemplated by Sections 3.01(c) and 3.03, the Company shall make a
cash payment to Spinco, immediately prior to the Distribution, in the amount of
$6.55 million.
(c) At the Distribution, or as promptly as practicable thereafter,
the Company shall cause the Company's rabbi trust to transfer to Spinco, or to a
trust or other entity designated by Spinco, a pro rata share of the assets held
by the Company's rabbi trust, in the same proportion as the contributions to
such rabbi trust charged to Spinco as of the Distribution Date bear to the total
contributions made to such rabbi trust (it being understood that all such
contribution charges between the date of the Merger Agreement and the
Distribution Date will be on a basis consistent with past practice), except to
the extent not permitted under the terms of the Company's rabbi trust; provided,
that if the terms of the Company's rabbi trust do not permit such transfer, the
Company shall use best
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efforts to amend such terms to permit such transfer. Schedule F hereto sets
forth as of January 1, 1996 and on an estimated basis as of January 1, 1997 the
allocation of rabbi trust assets between the Company and Spinco based on the
allocation of rabbi trust contribution charges as contemplated by the foregoing
provisions.
ARTICLE VI
MISCELLANEOUS
6.01. Recognition of Company Employment Service, etc. To the extent
----------------------------------------------
applicable, the Spinco Plans shall recognize service by a Spinco Employee before
the Distribution with the Company Group as service with the Spinco Group. The
foregoing provision shall not, however, be construed to require Spinco or any
member of the Spinco Group to adopt or continue any specific employee benefit
plans or arrangements.
6.02. Indemnification. All Liabilities retained or assumed by or
---------------
allocated to the Spinco Group pursuant to this Agreement shall be deemed to be
Losses arising out of the Spinco Business, as defined in the Distribution
Agreement, and all Liabilities retained or assumed by or allocated to the
Company Group pursuant to this Agreement shall be deemed to be Losses arising
out of the Company Business, as defined in the Distribution Agreement and, in
each case, shall be subject to the indemnification provisions set forth in
Article IV thereof.
6.03. Guarantee of Subsidiaries' Obligations. Each of the parties
--------------------------------------
hereto shall cause to be performed, and hereby guarantees the performance and
payment of, all actions, agreements, obligations and liabilities set forth
herein to be performed or paid by any subsidiary of such party which is
contemplated by the Distribution Agreement to be a subsidiary of such party on
or after the Distribution Date.
6.04. Sharing of Information. Each of the Company and Spinco shall,
----------------------
and shall cause the other members of their respective Groups to, provide to the
other all such information in its possession as the other may reasonably request
to enable it to administer its employee benefit plans and programs, and to
determine the scope of, and fulfill, its obligations under this Agreement. Such
information shall, to the extent reasonably practicable, be provided in the
format and at the times and places requested, but in no event shall the party
providing such information be obligated to incur any direct expense not
reimbursed by the party making such request, nor to make such information
available outside its normal business hours and premises.
6.05. Amendments. This Agreement may be amended, modified or
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supplemented only by a written agreement signed by all of the parties hereto.
6.06. Successors and Assigns. This Agreement and all of the
----------------------
provisions hereof shall be binding upon and inure to the benefit of the parties
and their respective successors and permitted assigns.
6.07. Termination. This Agreement shall be terminated in the event
-----------
that the Distribution Agreement is terminated and the Distribution abandoned
prior to the Distribution
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Date. In the event of such termination, neither party shall have any liability
of any kind to the other party.
6.08. Rights to Amend or Terminate Plans; No Third Party
--------------------------------------------------
Beneficiaries. No provision of this Agreement shall be construed (a) to limit
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the right of any member of the Company Group or any member of the Spinco Group
to amend any plan or terminate any plan, or (b) to create any right or
entitlement whatsoever in any employee or beneficiary including, without
limitation, a right to continued employment or to any benefit under a plan or
any other benefit or compensation (it being understood that this Agreement will
also not be construed to limit any right or entitlement of any employee or
beneficiary existing without reference to this Agreement). This Agreement is
solely for the benefit of the parties hereto and their respective subsidiaries
and should not be deemed to confer upon third parties any remedy, claim,
liability, reimbursement, claim of action or other right in excess of those
existing without reference to this Agreement.
6.09. Payment Under Other Agreements. No payment made by one party
------------------------------
to the other pursuant to this Agreement will affect in any manner any payments
required to be made under the Distribution Agreement or any other agreement
between the parties hereto, including, without limitation, the settlement of
intercompany payables and receivables provided for in the Distribution
Agreement.
6.10. Incorporation by Reference. The following provisions of the
--------------------------
Distribution Agreement are hereby incorporated into this Agreement by reference
(except that references therein to the Distribution Agreement shall be deemed to
be references to this Agreement): Section 8.06 (Confidentiality); Section 10.04
(Governing Law); Section 10.05 (Notices); Section 10.09 (Counterparts); Section
10.10 (Interpretation); Section 10.11 (Severability); and Section 10.12
(References; Construction).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
PROVIDIAN CORPORATION
By:
----------------------
Name:
Title:
PROVIDIAN BANCORP, INC.
By:
----------------------
Name:
Title:
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SCHEDULE A TO THE EMPLOYEE BENEFITS AGREEMENT
LIST OF COMPANY PLANS
1. 1995 Stock Option Plan
2. 1989 Stock Option Plan
3. 1981 Stock Option Incentive Plan
4. 1981 Tax Qualified Incentive Stock Option Plan
5. Arts Activities ticket subsidy
6. Attendance Bonus Program
7. Base Pay Deferred Compensation Plan
8. Bereavement Leave
9. Change in Control Plan
10. Child Care and Eldercare Resources Service
11. Educational Assistance Plan: Plan Number 502
12. Employee Assistance Program: Plan Number 612
13. Executive Physical Program
14. Family Medical Leave
15. Friday Business Casual Day and Summer Business Casual from Memorial Day to
Labor Day
16. Holidays
17. Insurance education expenses, cash awards and graduation conference trip
for completion of programs to achieve the following designations:
. FLMI
. CLU
. CHFC
. FALU
. HIAA
. CPCU
. ALHC
. FLM/M
. ACS
. IIA
18. Jury Duty Leave
19. Management Incentive Deferred Compensation Plan
20. Management Incentive Plan
21. Matching Gift Program
22. Medical Plan/Dental Plan: Plan Number 610
23. Non-Qualified Supplemental Defined Benefit Plan
24. Non-Qualified Supplemental Defined Contribution Plan
25. Personal Days
26. Relocation Program
27. Retirement Gift Fund
28. Retirement Plan: Plan Number 001
29. Section 125 Plan: Plan Number 700; includes
. Health Care Account
. Dependent Care Assistance Plan
30. Senior Officer luncheon club memberships
31. Service Award Program
32. Severance Plan
33. Stock Ownership Plan
34. Stock Purchase Plan
35. Survivor Benefits Plan and Long-Term Disability Plan: Plan Number 611;
includes
. Employee Basic Life Insurance
. Employee Additional Life Insurance
. Business Travel Accident Insurance
. Accidental Death and Dismemberment Insurance
. Spouse's Life Insurance
. Child(ren)'s Life Insurance
36. TARC ticket subsidy
37. Temporary Disability Program
38. Thrift Savings Plan: Plan Number 002
39. Vacation
40. Variable Pay Plan
41. Various sales commission arrangements, such as COMPASS Compensation
Program, Life Universal Offer Model Sales Commission Plan, Life Universal
Telemarketing Compensation Plan, Military Home Office Commission Plan for
Assistant Regional Vice Presidents, P&C Inbound Sales Incentive Plan
42. Executive Travel - personal use of jet by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ up to 17,000
miles per year and by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ up to 9,000 miles per year.
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SCHEDULE B TO THE EMPLOYEE BENEFITS AGREEMENT
LIST OF SPINCO PLANS
SPINCO PLANS
Providian Bancorp Health and Welfare Plan: Plan #502
(This plan includes the following contracts or arrangements)
▇▇▇▇ ▇▇▇▇▇▇▇ Medical
PCS Prescription Coverage
Health Net HMO
Healthsource HMO
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ HMO
▇▇▇▇ ▇▇▇▇▇▇▇ Dental
▇▇▇▇ ▇▇▇▇▇▇▇ Life & Dependent Life Insurance
VSP Vision
Preferred Works Short-term Disability
Met Life Long-term Disability
Hartford AD&D Insurance
Health Care FSA
Dependent Care FSA
Providian Bancorp 401(k) Plan: Plan #001
includes:
Employer Match
Retirement Contribution
Providian Bancorp Timebank Plan: Plan #503
Sabbatical Program
Workers Compensation Self Insured Program
Sentry Workers Compensation Insurance (Company Plan)
Providian Bancorp Equity Unit Plan
Providian Bancorp Deferred Compensation Plan
Providian Bancorp Supplemental Defined Contribution Plan
Phone Channel Variable Pay Program
U.S. Savings Bond Payroll Deduction
Holidays
Bereavement Leave
Jury Duty Leave
Military Leave
Family Medical Leave Policy
Tuition Reimbursement Program
Matching Gift Program
Employee Referral Award Program
Commuter Checks
Meal Allowance
Annual Holiday Party
Annual Picnic
Friday and Summer Casual Attire
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SCHEDULE C TO THE EMPLOYEE BENEFITS AGREEMENT
TRANSFERRING EMPLOYEES
1. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
2. ▇▇▇▇▇ ▇▇▇▇
SCHEDULE D TO THE EMPLOYEE BENEFITS AGREEMENT
EMPLOYEES REFERRED TO IN SECTION 3.01(C)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇
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SCHEDULE E TO THE EMPLOYEE BENEFITS AGREEMENT
COMPANY EMPLOYEES IN SPINCO EQUITY UNIT PLAN
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
SCHEDULE F TO THE EMPLOYEE BENEFITS AGREEMENT
ALLOCATION OF RABBI TRUST ASSETS
1. AS OF JANUARY 1, 1996
Company $55,913,709
Spinco 3,272,319
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Total $59,186,028
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2. ESTIMATED AS OF JANUARY 1, 1997
Company $68,707,290
Spinco 4,558,880
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Total $73,266,170
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