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Companies With "Hold 'Til Retirement" Provisions

Robbi Fox, Hewitt Associates


Fortune Rank



295 Air Products & Chemicals

Proxy Statement (12/13/04)

In 2004, the Executive Officers' long-term incentives were shifted from stock options to restricted stock.  Restricted stock awarded to Executive Officers in fiscal 2004 vests upon retirement, disability or death.


Proxy Statement (3/15/04)


The named executive officers were granted shares of restricted stock in 2001 that do not vest until retirement. Full legal ownership of these shares does not vest until retirement, and they will be forfeited if an executive’s employment is terminated prior to retirement by him or her voluntarily or involuntarily by AmSouth, except in the case of a change in control, death or disability. 



Bank One Corp.

Proxy Statement (3/5/03)

The Committee has established stock ownership guidelines for members of the Planning Group that require a minimum ownership level as well as a requirement that each executive retain at least 75% of all equity-based awards in excess of the guideline ownership level.



Becton Dickinson


Proxy Statement (12/17/04)


Each career share represents the right to receive one share of BD common stock upon vesting. The career shares are distributable ratably over a five-year period after retirement or other events, such as involuntary termination without cause.


Bristol-Myers Squibb


Proxy Statement (3/26/04)

Executives are expected to use the shares obtained on the exercise of their stock options, after satisfying the cost of exercise and taxes, to establish a significant level of direct ownership. The Chief Executive Officer must retain shares with a value of 8 times his base salary prior to selling any of the net shares obtained upon exercise. The other named executive officers must retain shares with a value of 5 times their base salary prior to selling any of the net shares obtained upon exercise. Even after these ownership thresholds are satisfied, executives must retain 25% of all net shares obtained as a result of subsequent option exercises.





Proxy Statement (3/16/04)

Directors and senior management, approximately 125 individuals in all, have entered into a stock ownership commitment, which provides that each of such individuals will hold at least 75% of all Citigroup common stock owned by him or her on the date he or she becomes subject to the commitment and awarded to him or her in the future, subject to certain minimum ownership guidelines, as long as he or she remains a director or member of senior management. The only exceptions to the stock ownership commitment are gifts to charity, limited estate planning transactions with family members, and transactions with Citigroup in connection with exercising employee stock options or paying withholding taxes under equity compensation plans.



ConAgra Foods

Proxy Statement(8/12/04)


We prohibit our directors and executive officers from selling ConAgra Foods stock, whether acquired on option exercise or otherwise, at any time until six months have passed since the termination of his or her directorship or executive position with the Company except for extraordinary corporate transactions approved by the board and for emergency or extraordinary situations with 2/3 board approval.


Deere & Co.

Proxy Statement (1/2/05)


The deferred stock units are credited to directors under the Nonemployee Director Deferred Compensation Plan. The value of the units are subject to the same market risks as Deere common stock. The units are payable only in cash and, with limited exceptions, must be held until the director’s retirement from the Board.



Eastman Kodak

Proxy Statement (4/5/04)

The retention ratio concept requires an executive officer to retain a specified percentage of the shares attributable to stock option exercises or the vesting and earn-out of full value shares until the executive officer attains his or her ownership requirements.  (CEO/COO-President:  100%; EVPs and SVPs:  75%; Other Executive Officers:  50%)



J.P. Morgan Chase

Effective August 2002, the committee approved stock ownership guidelines for Executive Committee members that require each executive to retain 75% of the net shares of stock received from stock grants and options (after deductions for taxes and option exercise costs).




Bylaws (4/19/04)


Senior management employees (those employees who report directly to the CEO, Chief Operating Officer or the Board) shall retain an amount of equity which equals at least 75% of the net after-tax value of all equity awards received from the Corporation until a date at least six months following the termination of their employment, other than sales of such equity awards in hardship situations approved by the Board or a committee of the Board. The Board or a committee of the Board may set forth in a Corporate Policy retention requirements for other levels of employees. The Board or a committee of the Board shall set forth in a Corporate Policy mandatory levels of stock ownership to be reached and maintained by different levels of management.


40 Morgan Stanley

Management Committee Equity Ownership Commitment

Seventy-five percent retention requirement for all management committee members.



Proxy Statement (4/7/04)

Under the equity retention program, the CEO and Chief Administrative officer are required to hold 100% of shares acquired for at least (3) years following acquisition and 75% of the shares are required to be held until retirement or termination.  For the remaining named executive officers, the program indicates that 60% of the shares are required to be held for at least 3 years following acquisition and 30% of the shares are required to be held until retirement or termination.




Proxy Statement (3/15/04)

Board members and executive officers are required to retain ownership of at least 75% of any common stock acquired by them through our stock compensation plans, after taxes and transaction costs.



Wells Fargo

Proxy Statement (3/19/04)

Under stock ownership guidelines established by the Committee, each executive officer is expected to retain shares of the Company’s common stock equal to at least 50% of the after-tax profit shares (assuming a 50% tax rate) acquired through option exercises. The number of shares expected to be owned under these guidelines continues to increase each time an executive officer exercises a stock option.




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