SUPPLEMENTAL 401(K) PLAN



 





Exhibit 10.10



TRAVELERS EXPRESS COMPANY, INC.

SUPPLEMENTAL 401(k) PLAN



1. Purpose of the Plan



The purpose of the Supplemental 401(k) Plan (the “Plan”) is to provide a select
group of management or highly compensated employees who are officers and key
employees of Travelers Express Company, Inc. (the “Company”), and its
subsidiaries or affiliates with an opportunity to accumulate pre-tax savings
for retirement.



2. Administration of the Plan



The Plan shall be administered by the Compensation Advisory Committee (the
Committee) the members of which shall be appointed by the Chief Executive
Officer of the Company. Subject to the express provisions of the Plan, the
Committee shall have the authority to adopt, amend and rescind such rules and
regulations, and to make such determinations and interpretations relating to
the Plan, which it deems necessary or advisable for the administration of the
Plan, but it shall not have the power to amend, suspend or terminate the Plan.
All such rules, regulations, determinations and interpretations shall be
conclusive and binding on all parties.



3. Participation in the Plan



(a) Participation in the Plan shall be restricted to those officers and key
employees of the Company and its subsidiaries as designated by the Company’s
President and Chief Executive Officer and whose annual compensation limits the
elective deferrals they may contribute to the Travelers Express Company, Inc.,
Capital Accumulation Plan (the “401(k) Plan”) as contained in Section 402 of
the Internal Revenue Code, and whose timely written requests to defer the
receipt of compensation, which may be owed to them for services rendered, are
honored in whole or in part by the Committee, in its sole discretion. A
written request for deferral under paragraph 4 shall not be timely in any event
unless it is duly submitted to the Committee before the services to which the
base salary to be deferred is related have been rendered.




 









 







(b) If a participant in the Plan shall (1) sever his or her employment with the
Company or one of its subsidiaries during or following such employment, (2)
engage in any activity in competition with the Company or any of its
subsidiaries during or following such employment, or (3) remain in the employ
of a corporation which for any reason ceases to be a subsidiary of the Company,
his or her participation in the Plan shall automatically terminate, and the
Committee may direct, in its sole discretion, that he or she be paid in a lump
sum the aggregate amount credited to his or her deferred compensation account
as of the date his or her employment is severed or the Committee determines
that he or she has engaged in such competitive activity or that his or her
employer is no longer a subsidiary of the Company.







4. Requests for
Deferral







All requests for deferral of compensation must be made in writing 30 days prior
to the beginning of each quarter and shall be in such form and shall contain
such terms and conditions as the Committee may determine. Each such request
shall specify the percentage or dollar amount of base salary if any, but in no
event shall the amount to be deferred in a Plan year be greater than the lesser
of (i ) $41,000, or the amount specified by the Internal Revenue Service under
Code Section 415, Defined Contribution Annual Maximum, less the total amount of
all contributions of whatever nature, to the Participant’s 401(k) Plan account
during the same time period, or (ii) 50% of the participant’s base salary in
the Plan year. Each such request shall also specify (1) the date when payment
of the aggregate amount credited to the deferred compensation account is to
commence (which shall not be earlier than age 55 nor later than the actual
retirement date) and (2) whether such payment is then to be made in a lump sum
or in quarterly or annual installments, and the period of time (not in excess
of ten years) over which the installments are to be paid. The Committee shall
not, under any circumstances, accept any request for deferral greater than the
limits defined above, or any request which is not in writing or which is not
timely submitted.







5. Deferral of
Compensation







The Committee shall notify each individual who has submitted a request for
deferral of compensation whether or not such request has been accepted and
honored. If the request has been honored in whole or in part, the Committee
shall advise the participant of the percentage of his or her compensation which
the Committee has determined to be deferred. The Committee shall further
advise the participant of its determination as to the date when payment of the
aggregate amount credited to the participant’s deferred compensation account is
to commence, whether payment of the amount so credited as of that date will
then be made in a lump sum or in quarterly or annual installments, and if
payment is to be made in installments, the period of time over which the
installments will be paid. Upon subsequently being advised of the existence of
special circumstances which are beyond the participant’s control and which
impose a severe financial hardship on the participant or his or her
beneficiary, the Committee may, in its sole and exclusive discretion, modify
the deferral arrangement established for that participant to the extent
necessary to remedy such financial hardship.




2









 











6. Deferred Compensation
Account










	(a)	 	A deferred compensation account shall be maintained for each participant
of this Plan by his or her employer. The employer shall credit to each
participant’s account the following amounts, as appropriate:





     (i) The deferral duly elected under this Plan on the date the participant
would have received such deferral as base salary;



     (ii) Based on the provision of the 401(k) Plan in effect at the time, an
amount with respect to the deferrals in (1), above, calculated on the same
basis as the employer’s then current matching contribution on elective
deferrals under the 401(k) Plan on the first day of each quarter. In no event
shall this amount exceed the maximum amount of matching contributions which
would be available, assuming the participant elects the maximum deferrals
allowed under 401(k) and the limitations on elective deferrals contained in
Code Section 402 do not apply, less the amount of actual matching contributions
made by the employer to the participant’s 401(k) account, if any, for the same
period;



     (iii) Based on the provisions of the 401(k) Plan in effect at the time,
and not withstanding the amount, if any, of deferrals in (i) above, an amount
equal to the employer matching contributions which would have been made to the
participant’s 401(k) Plan account based on the amount of elective deferrals
actually made by said participant to the 401(k) Plan, but for the application
of Code Section 401(a)(17) or any other similar law on the first day of each
quarter; and



     (iv) Interest on the participant account balance at a per annum rate equal
to the yield as of January 1, April 1, July 1, and October 1 on Merrill Lynch
Taxable Bond Index-Long Term Medium Quality (A3) Industrial Bonds or such other
rate the Committee may determine in its sole discretion, credited quarterly
prior to the termination of the participant’s deferral period, or if the
deferred compensation account is to be paid in installments, prior to the
termination of such installment period.


(b) The Company or employer, as the case may be, shall not be required to
physically segregate any amounts of money or property or otherwise provide for
funding of any amounts credited to the deferred compensation accounts of
participants in the Plan. Participants have no claim, interest or right to any
particular funds or property that the Company or any employer may choose to
reserve or otherwise use to provide for its liabilities under this Plan and the
participants of this Plan shall have the rights of general creditor only with
respect to their interests in the Plan.







7. Designation of Beneficiary







Each participant in the plan shall deliver to the Committee a written
instrument, in the form provided by the Committee, designating one or more
beneficiaries to whom payment of the amount credited to his or her deferred
compensation account shall be made in the event of his or her death. Unless
the Committee shall otherwise determine, such payments shall be made in such
amounts and at such times as they would otherwise have been paid to the
participant if he had survived.




3









 







8. Nonassignability of
Participant Rights



No right, interest or benefit under the Plan shall be assignable or
transferable under any circumstances other than to a participant’s designated
beneficiary in the event of his or her death, nor shall any such right,
interest or benefit be subject to or liable for any debt, obligation, liability
or default of any participant. In the event of any attempt to assign or
transfer any right, interest or benefit under the Plan, or to subject any such
right, interest or benefit to a debt, obligation, liability or default of a
participant, his or her participation in the Plan shall terminate on the date
such an attempt is made, and he or she shall be paid in a lump sum the
aggregate amount credited to his or her deferred compensation account as of
that date.



9. Rights of Participants



A participant in the Plan shall have only those rights, interest or benefits as
are expressly provided in the Plan. This Plan does not create for any employee
or participant any right to be retained in service by any Company nor affect
the right of any such Company to discharge any employee or participant from
employment.



10. Amendment, Suspension or Termination of the Plan



(a) The Board of Directors of the Company (the Board) may from time to time
amend, suspend or terminate the Plan, in whole or in part, and if the Plan is
suspended or terminated, the Board may reinstate any or all provisions of the
Plan, except that no amendment, suspension or termination of the Plan shall,
without consent of a participant, adversely affect such participant’s right to
receive payment of the entire amount credited to his or her deferred
compensation account on the date of such Board action. In the event the Plan
is suspended or terminated, the Board may, in its discretion, direct the
Committee to pay to each participant the amount credited to his or her account
either in a lump sum or in accordance with the Committee’s prior determination
regarding the method of payment.



(b) Any action by the Company under the Plan may be by resolution of its Board
of Directors, or by any person or persons duly authorized by resolution of said
Board to take such action.



11. Effective Date



The Plan shall become effective on the date of its approval by the Board or on
such other date as the Board may direct. The Plan year is January 1 to
December 31.





4