Exhibit 10EE
GPU COMPANIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(as amended through August 9, 2000)
GPU COMPANIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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1. Purpose
This document sets forth the GPU Companies Supplemental Executive
Retirement Plan, as amended effective August 9, 2000.
The purpose of the Plan is to provide certain senior executives of the GPU
Companies with a supplemental pension benefit to the extent necessary for the
executives' total annual retirement income from all pension sources to be at
least equal to the executive's Target Pension Amount, as defined herein.
The Plan is intended to constitute an unfunded plan of deferred
compensation for "a select group of management or highly compensated employees"
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
Each Company has adopted this Plan as its own plan. Accordingly, each
Company shall be obligated hereunder only with respect to amounts payable to
Participants who are its own employees; and the right to receive any amount
payable hereunder with respect to any Participant shall be enforceable only
against the Company with which such Participant is or was last employed.
2. Definitions
As used herein, the following terms shall have the following meanings:
"Change in Control" shall mean the occurrence during the term of the Plan
of:
(1) An acquisition (other than directly from GPU, Inc. (the "Corporation")
of any common stock of the Corporation ("Common Stock") or other voting
securities of the Corporation entitled to vote generally for the election of
directors (the "Voting Securities") by any "Person" (as the term person is used
for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")), immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty
percent (20%) or more of the then outstanding shares of Common Stock or the
combined voting power of the Corporation's then outstanding Voting Securities;
provided, however, in determining whether a Change in Control has occurred,
Voting Securities which are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall not constitute an acquisition which would cause a
Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (A)
an employee benefit plan (or a trust forming a part thereof) maintained by (i)
the Corporation or (ii) any corporation or other Person of which a majority of
its voting power or its voting equity securities or equity interest is owned,
directly or indirectly, by the Corporation (for purposes of this definition, a
"Subsidiary"), (B) the Corporation or its Subsidiaries, or (C) any Person in
connection with a "Non-Control Transaction" (as hereinafter defined);
(2) The individuals who, as of August 1, 1996, are members of the board of
directors of the Corporation (the "Incumbent Board"), cease for any reason to
constitute at least seventy percent (70%) of the members of the board of
directors of the Corporation; provided, however, that if the election, or
nomination for election by the Corporation's shareholders, of any new director
was approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the board of directors of the Corporation (a "Proxy Contest") including by
reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest; or
(3) The consummation of:
(A) A merger, consolidation or reorganization with or into the
Corporation or in which securities of the Corporation are issued,
unless such merger, consolidation or reorganization is a
"Non-Control Transaction." A "Non-Control Transaction" shall mean a
merger, consolidation or reorganization with or into the Corporation
or in which securities of the Corporation are issued where:
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(i) the shareholders of the Corporation, immediately
before such merger, consolidation or reorganization, own
directly or indirectly immediately following such merger,
consolidation or reorganization, at least sixty percent (60%)
of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or
consolidation or reorganization (the "Surviving Corporation")
in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger,
consolidation or reorganization,
(ii) the individuals who were members of the Incumbent
Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization
constitute at least seventy percent (70%) of the members of
the board of directors of the Surviving Corporation, or a
corporation, directly or indirectly, beneficially owning a
majority of the Voting Securities of the Surviving
Corporation, and
(iii) no Person other than (w) the Corporation, (x) any
Subsidiary, (y) any employee benefit plan (or any trust
forming a part thereof) that, immediately prior to such
merger, consolidation or reorganization, was maintained by the
Corporation or any Subsidiary, or (z) any Person who,
immediately prior to such merger, consolidation or
reorganization had Beneficial Ownership of twenty percent
(20%) or more of the then outstanding Voting Securities or
common stock of the Corporation, has Beneficial Ownership of
twenty percent (20%) or more of the combined voting power of
the Surviving Corporation's then outstanding voting securities
or its common stock.
(B) A complete liquidation or dissolution of the
Corporation; or
(C) The sale or other disposition of all or substantially all
of the assets of the Corporation to any Person (other than a
transfer to a Subsidiary).
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Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the then outstanding Common Stock
or Voting Securities as a result of the acquisition of Common Stock or Voting
Securities by the Corporation which, by reducing the number of shares of Common
Stock or Voting Securities then outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Persons, provided that if a Change
in Control would occur (but for the operation of this sentence) as a result of
the acquisition of shares of Common Stock or Voting Securities by the
Corporation, and after such share acquisition by the Corporation, the Subject
Person becomes the Beneficial Owner of any additional shares of Common Stock or
Voting Securities which increases the percentage of the then outstanding shares
of Common Stock or Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.
"Committee" shall mean the Personnel, Compensation and Nominating
Committee of the Board of Directors of GPU, Inc.
"Company" shall mean GPU Service, Inc., GPU Nuclear, Inc. and any other
direct or indirect subsidiary of GPU, Inc. that has adopted this Plan. When
used in reference to a Participant, the term "Company" shall mean the Company
with which such Participant is or was last employed unless the context
otherwise requires.
"GPU Companies" shall mean GPU, Inc. and each of its direct and
indirect subsidiaries.
"Incentive Compensation Plan" shall mean the Incentive Compensation Plan
for Elected Officers maintained by any of the GPU Companies.
"Normal Retirement Date" shall mean, with respect to any Participant, the
Participant's Normal Retirement Date as determined for purposes of the Pension
Plan under Section 3.1 thereof.
"Other Retirement Plan" shall mean, with respect to any Participant, (i)
any defined benefit pension plan, whether or not tax qualified, (including
without limitation any such plan that is a "cash balance" plan) maintained by
any employer other than one of the GPU Companies with which the Participant was
employed at any time prior to his or her Retirement, and (ii) any individual
contract between the Participant and any of the GPU Companies, or between the
Participant and any such other employer, under which the Participant is entitled
to receive, upon his or her retirement or other termination of employment, a
benefit that is defined as, or as the actuarial equivalent of, a
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fixed amount of annual income payable for the Participant's lifetime. The term
"Other Retirement Plan" shall also include the Energy Initiatives, Inc.
Retirement Plan (the "EII Plan"), in the case of any Participant who was a
participant in the EII Plan and received a distribution with respect to his
account balance in that plan upon its termination.
"Participant" shall mean any individual who has been elected to an office
with a Company that is specified in Section 3.
"Payment Starting Date" shall mean the date as of which payment of a
Participant's Supplemental Pension Benefit is to be made, or is to commence,
pursuant to the provisions of Section 4(d) hereof.
"Pension Plan" shall mean the GPU Companies Employee Pension Plan.
"Plan" refers to the GPU Companies Supplemental Executive Retirement Plan
as set forth in this document and as it may be amended from time to time in the
future.
"Retirement" shall mean, with respect to any Participant, the termination
of the Participant's employment with all of the GPU Companies at any time after
July 1, 1999, for any reason other than death, if (but only if) (i) at the time
of such termination the Participant has attained age 62, or (ii) at the time of
such termination the Participant has attained age 55 and has completed at least
15 Years of Service, or (iii) such termination of the Participant's employment
occurs upon, or at any time after, the occurrence of a Change in Control. For
purposes of clause (iii) of the preceding sentence, if a Participant's
employment is terminated by the Company for any reason (1) within twelve (12)
months prior to a Change in Control, or (2) any time prior to the date of a
Change in Control but the Participant reasonably demonstrates that such
termination (A) was at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change in Control and
who effectuates a Change in Control or (B) otherwise arose in connection with,
or in anticipation of, a Change in Control which has been threatened or
proposed, such termination shall be deemed to have occurred after a Change in
Control, provided a Change in Control shall actually have occurred.
"Supplemental and Excess Benefits Plan" shall mean the GPU Companies
Supplemental and Excess Benefits Plan.
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"Years of Service" shall mean, with respect to any Participant, the sum of
(a) his years of "Creditable Service" as determined under Section 5 of the
Pension Plan without taking into account any additional years of "Creditable
Service" otherwise credited to the Participant under Section 5.9 of the Pension
Plan, plus (b) the number of additional years of "Creditable Service", so
determined, that would have been credited to the Participant under the Pension
Plan if he had commenced participation in the Pension Plan as of the date on
which his employment with any of the GPU Companies commenced, plus (c) such
number of additional years of service, if any, as provided in any individual
contract of employment between the Participant and any of the GPU Companies that
has been approved by the Committee. Notwithstanding the foregoing, a
Participant's Years of Service shall not include any period of the Participant's
employment with any of the GPU Companies after the date as of which he or she
has ceased to hold any corporate office specified in Section 3 hereof.
3. Eligibility
Any person who is elected to serve in one of the corporate offices listed
below shall become eligible for participation in the Plan effective as of the
later of July 1, 1999 or the date as of which his or her election to such office
becomes effective.
Company Officer
GPU Service, Inc. Chief Executive Officer
Each Executive Vice President
President of Operations
Division
President of Fossil Generation
GPU Nuclear, Inc. President
Notwithstanding the foregoing, no person who is elected to serve as the
President of GPU Nuclear, Inc. on or after August 9, 2000 shall be eligible for
participation in the Plan.
4. Supplemental Pension Benefit
Upon a Participant's Retirement, he or she shall become entitled to
receive from his or her Company a supplemental pension benefit (the
"Supplemental Pension Benefit") in accordance with the following provisions:
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(a) The Supplemental Pension Benefit payable to a Participant hereunder,
when expressed as a single life annuity, shall be an annual amount of income
payable to the Participant for his or her life equal to the excess of (i) the
Participant's Target Pension Amount, as defined in (b) below, over (ii) the sum
of the Participant's Other Pension Amounts, as defined in (c) below.
(b) A Participant's Target Pension Amount shall be an annual amount of
income which, when expressed as a single life annuity payable to the Participant
for his or her life commencing on the Participant's Normal Retirement Date,
shall equal 2% of the Participant's Average Annual Compensation, as defined
below, for each Year of Service (but not more than 30 Years of Service)
completed by the Participant as of the date of his or her Retirement.
A Participant's "Average Annual Compensation" shall mean the quotient
resulting from dividing by three the aggregate amount of the Participant's
Earnings, as defined below, during his or her highest paid 36 calendar months
(whether or not consecutive) within the Participant's most recent period of
employment with the GPU Companies (not exceeding 10 years) ending on the date of
his or her Retirement. In the case of any Participant who has been employed with
the GPU Companies for less than 36 calendar months at the time of his or her
Retirement, such Participant's Average Annual Compensation shall be determined
by first dividing the aggregate amount of the Participant's Earnings during his
or her entire period of employment by the number of calendar months (or portions
thereof) in such period, and then, multiplying the resulting quotient by 12, or
if less, the number of calendar months (or portions thereof) in such period. For
purposes of the foregoing, a Participant's "Earnings" for any month shall mean
his Earnings for such month as determined for purposes of the Pension Plan,
except that for purposes of this Plan the following provisions shall apply:
(i) the limitation on the amount of the Participant's Earnings that
can be taken into account for purposes of the Pension Plan a result of
Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, shall
not apply;
(ii) all amounts of base salary or Incentive Compensation Plan
awards that are deferred pursuant to the Participant's election under the
GPU Companies Deferred Compensation Plan shall be included in the
Participant's Earnings for purposes of this Plan. Any amount of base
salary so deferred shall be treated as Earnings for the month in which
such amount would have been paid to the
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Participant in cash if he or she had not elected to defer such amount; and
a pro rata portion of the amount of any Incentive Compensation Plan award
for any "Performance Period", as defined in such Plan, that is so deferred
shall be treated as Earnings for each of the calendar months within such
"Performance Period" or, in the case of any Participant who has received
an award for the Performance Period in which his Retirement occurs, for
each of the calendar months in the portion of such Performance Period
ending on or prior to the date of his or her Retirement. No amount of base
salary or Incentive Compensation Plan award so deferred shall be treated
as Earnings for any months other than the months determined under the
preceding sentence; and
(iii) a Participant's Earnings during any period of employment with
any of the GPU Companies after the date as of which he or she has ceased
to hold any corporate office specified in Section 3 shall not be taken
into account.
(c) A Participant's Other Pension Amounts shall include the following:
(i) the sum of (A) the Basic Pension, if any, that would be payable
to the Participant under the Pension Plan and (B) the aggregate annual
benefit amount that would be payable to the Participant under the
Supplemental and Excess Benefits Plan, if, in each case, such Basic
Pension and such aggregate annual benefit amount were payable in the form
of a single life annuity commencing on the Participant's Normal Retirement
Date, and were determined without taking into account the 20% increase in
the amounts.
(ii) the annual amount (exclusive of any portion thereof
attributable to the Participant's own contributions) payable to the
Participant under each of the Participant's Other Retirement Plans if the
amount payable under each such plan were payable in the form of a single
life annuity commencing on the Participant's Normal Retirement Date;
provided, however, that (A) in the case of any such amount payable to the
Participant under any Other Retirement Plan maintained by an employer
other than one of the GPU Companies, there shall be taken into account for
purposes of this Section 4(c)(ii) only the portion of such amount that is
attributable to the same number of the Participant's years of service with
such employer as the number of additional years of service credited to the
Participant under clause (b) of the definition of "Years of Service"
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contained in Section 1, and (B) in the case of amounts payable to a
Participant under any supplemental pension agreement between the
Participant and any of the GPU Companies, the 20% increase in the amounts
otherwise payable to the Participant under such agreement during the first
twelve (12) months for which amounts are payable thereunder shall not be
treated as a "Pension Amount" for purposes of this Section 4(c)(ii);
(iii) in the case of any Participant referred in the last sentence
of the definition of "Other Retirement Plan" contained in Section 2, the
annual pension amount that would have been payable to such Participant if
his account balance under the EII Plan had not been distributed to him
upon termination of that plan but had been payable to him instead, in the
form of a single life annuity commencing on his Normal Retirement Date, in
an amount that is Actuarially Equivalent (as defined in the Pension Plan
and determined as of the Participant's Payment Starting Date) to the
distribution that was made to the Participant upon termination of the EII
Plan; and
(iv) an amount equal to the product resulting from multiplying by 12
the Participant's Social Security Primary Insurance Amount, determined as
of the date of his or her Retirement (hereinafter referred to as the
Participant's "Social Security Benefit"); provided, however, that if the
Participant's Payment Starting Date is prior to the earliest date as of
which payment of his or her Social Security Benefit could commence, then
(A) the amount of the Supplemental Pension Benefit payable to the
Participant during the period commencing on his or her Payment Starting
Date and ending on the day immediately preceding such earliest date shall
be determined without taking into account the Participant's Social
Security Benefit as an Other Pension Amount, and (B) the amount of each
monthly payment due on and after such earliest date, as so determined,
shall be reduced by the Social Security Benefit payment that would be made
to the Participant for such month if his or her Social Security Benefit
were payable commencing on such earliest date.
(d) A Participant's Supplemental Pension Benefit shall be paid to the
Participant in the same form, and payment shall be made or shall commence at the
same time, as the Participant's benefits under the Supplemental and Excess
Benefits Plan are paid to the Participant. For this purpose, any election in
effect for a Participant at the time of his or her Retirement as to the form
and/or time of payment of his or her benefits under the Supplemental and Excess
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Benefits Plan shall also govern the form and time of payment of his or her
Supplemental Pension Benefit under this Plan. If, as a result of any such
election, a Participant's Supplemental Pension Benefit is payable in any annuity
form other than as a single life annuity, the amount of the Participant's
Supplemental Pension Benefit shall be adjusted so as to be the Actuarial
Equivalent (as defined in the Pension Plan) of the Participant's Supplemental
Pension Benefit if payable in the form of a single life annuity. If, as a result
of any such election, a Participant's Supplemental Pension Benefit is payable in
the form of a lump-sum payment, the amount of such lump-sum payment shall be
determined in the same manner as the amount of the lump-sum payment payable to
the Participant under the Supplemental and Excess Benefits Plan is determined.
(e) The amount of the Supplemental Pension Benefit otherwise payable to a
Participant in accordance with the previous provisions of this Section 4 shall
be subject to the following adjustments:
(i) Except as otherwise provided in (ii) below, if a Participant's
Payment Starting Date occurs prior to the first date (hereinafter referred
to as a Participant's "Early Retirement Date") as of which the Participant
has either attained age 62 or has attained age 60 and has completed at
least 25 Years of Service, the amount of his or her Supplemental Pension
Benefit shall be reduced so as to be equal to the Applicable Percentage,
as defined below, of the Supplemental Pension Benefit that would be
payable to the Participant if payment thereof commenced on the first day
of the month following the Participant's 62nd birthday. The "Applicable
Percentage" shall mean the percentage determined pursuant to the following
table, based on the number of months by which the Participant's Payment
Starting Date precedes the first day of the month following his or her
62nd birthday.
Number of Months
Before First of
Month After 62nd Applicable
Birthday Percentage
---------------- ----------
O 100%
12 89
24 79
36 70
48 63
60 56
72 51
84 46
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(ii) If a Participant's Payment Starting Date occurs prior to his or
her Early Retirement Date, the amount of the Participant's Supplemental
Pension Benefit shall be reduced by 1/12th of 4% for each full month by
which his or her Payment Starting Date precedes the end of the month in
which the Participant's 62nd birthday occurs, if any of the following
conditions apply:
(A) the Committee has consented to such reduction,
(B) the Participant's Retirement occurs after a Change in
Control, or
(C) the Participant's termination of employment with the
Company occurs prior to a Change in Control but is treated as having
occurred after a Change in Control pursuant to the last sentence of
the definition of the term "Retirement" contained in Section 2.
(iii) In the case of any Participant described in Section
4(e)(ii)(C) whose Payment Starting Date occurs prior to a Change in
Control, the Participant's Supplemental Pension Benefit (and the
additional amounts payable with respect thereto pursuant to Section 4(f)
below) shall be adjusted upon the occurrence of the Change in Control in
the same manner as provided in Section 3.3(c) of the Supplemental and
Excess Benefits Plan.
(f) With each monthly payment of the Supplemental Pension Benefit payable
to a Participant during the first 12-month period beginning on his or her
Payment Starting Date, the Participant shall be entitled to receive from his or
her Company an additional amount equal to 20% of the amount of such monthly
payment. If a Participant's Supplemental Pension Benefit is payable to the
Participant in the form of a lump-sum payment pursuant to Section 4(d), the
Participant shall be entitled to receive an additional lump-sum payment in an
amount that is Actuarially Equivalent (as defined in the Pension Plan and
determined as of the last day of the month preceding the date on which such
additional lump-sum payment is made) to the additional payments the Participant
would have received during the first 12-month period beginning on his or her
Payment Starting Date pursuant to the preceding sentence if the Participant's
Supplemental Pension Benefit had been paid in the form of a single life annuity.
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5. Supplemental Death Benefit
If a Participant dies prior to his or her Retirement but after the
Participant has attained age 55 and has completed at least 15 Years of Service,
the Participant's surviving spouse, if any, shall be entitled to receive from
the Participant's Company an annuity for such spouse's lifetime, in an amount
equal to 50% of the Supplemental Pension Benefit that would have been payable to
the Participant hereunder (including the 20% increase in the monthly payments
thereof that would have been payable pursuant to Section 4(f) above) if he or
she had not died, if the Participant's Retirement had occurred on the last day
of the month in which his or her death occurs, and if the Participant's
Supplemental Pension Benefit were payable in the form of a single life annuity
commencing on the first day of the month following the date of the Participant's
death.
6. Administration
(a) The Plan shall be administered by the Committee. In addition to the
responsibilities and powers assigned to the Committee elsewhere in the Plan, the
Committee shall have the authority, in its discretion, to interpret the Plan, to
decide all questions that may arise as to the construction or application of any
of its provisions, and make all determinations as to the rights of Participants
or other persons to benefits under the Plan. Any determination made by the
Committee prior to a Change in Control as to the interpretation, construction or
application of the Plan, or as to the rights of any Participant or other person
to benefits under the Plan, shall be conclusive and binding on all parties. Any
such determination made by the Committee after the occurrence of a Change in
Control that denies, in whole or in part, any claim made by any individual for
benefits hereunder shall be subject to judicial review, under a "de novo",
rather than a deferential, standard.
(b) The Committee may delegate any administerial or non-discretionary
function pertaining to the administration of the Plan to any one or more
officers or employees of any of the GPU Companies, as the Committee may
determine in its discretion.
7. Amendment and Termination
(a) Subject to Section 7(c), the Plan may be amended or terminated at any
time by GPU Service, Inc. ("GPUS"), with the concurrence of the Committee. Any
such amendment may be made with retroactive effect to the extent not prohibited
by law.
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(b) Action to amend the Plan may be taken by GPUS either by resolution
duly adopted by its Board of Directors, or by an instrument in writing executed
by an officer of GPUS to whom authority to adopt or approve amendments to the
Plan has been delegated pursuant to a resolution duly adopted by the Board of
Directors of GPUS. Action to terminate the Plan shall be taken by GPUS by
resolution of its Board of Directors.
(c) Notwithstanding the provisions of Sections 7(a) and 7(b),
(i) no amendment to or termination of the Plan shall impair any
rights to benefits which have accrued hereunder, and
(ii) no amendment to Section 6(a) or to this Section 7(c), nor any
termination of the Plan, effectuated (A) at the request of a third party
who had indicated an intention or taken steps to effect a Change in
Control and who effectuates a Change in Control, (B) within six months
prior to, or otherwise in connection with, or in anticipation of, a Change
in Control which has been threatened or proposed and which actually
occurs, or (C) following a Change in Control, shall be effective if the
amendment or termination adversely affects the rights of any Participant
under the Plan.
8. Rights of Participants
A Participant's rights and interests under the Plan shall be subject to
the following provisions:
(a) A Participant shall have the status of a general unsecured creditor of
his or her Company with respect to his or her right to receive any payment under
the Plan. The Plan shall constitute a mere promise by the Participant's Company
to make payments in the future of the benefits provided for herein. It is
intended that the arrangements reflected in the Plan be treated as unfunded for
tax purposes, as well as for purposes of any applicable provisions of Title I of
ERISA.
(b) A Participant's rights to payments under the Plan shall not be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Participant or his
or her beneficiary.
(c) Neither the Plan nor any action taken hereunder shall be construed as
giving any Participant any right to be retained in the employment of any of the
GPU Companies.
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(d) Notwithstanding any other provision herein to the contrary, there
shall be deducted from any payment otherwise required to be made hereunder any
federal, state or local taxes required by law to be withheld with respect to
such payment.
9. Successor Corporation
The obligations of the Company under the Plan shall be binding upon any
successor corporation or organization resulting from the merger, consolidation
or other reorganization of the Company, or upon any successor corporation or
organization succeeding to substantially all of the assets and business of the
Company.
10. Additional Change in Control Provisions
Notwithstanding any provision in the Plan to the contrary, the following
provisions shall apply in determining the Supplemental Pension Benefit or
Supplemental Death Benefit payable with respect to any Participant whose
employment terminates either (i) for any reason upon or at any time after the
occurrence of such Change in Control, or (ii) as a result of an Involuntary
Termination at any time after August 8, 2000 and prior to such Change in
Control:
(a) five years shall be added to the Participant's Years of Service, as
determined under the other applicable provisions of the Plan, for
purposes of determining the Participant's Target Pension Amount
under Section 4(b); and
(b) five years shall be added to the Participant's Years of Service,
as determined under the other applicable provisions of the Plan,
and five years shall be added to the Participant's actual
attained age, for purposes of determining (x) whether the
Participant's termination of employment qualifies as a
Retirement, (y) the amount of the adjustment, if any, to be made
with respect to the Participant's Supplemental Pension Benefit
pursuant to Section 4(e), and (z) whether the Participant's
surviving spouse is entitled to receive a Supplemental Death
Benefit under Section 5 in the event of the Participant's death
prior to his or her Retirement, and if so, the amount thereof.
In the case of any Participant described in clause (ii) of the preceding
paragraph whose Payment Starting Date precedes such Change in Control, or in the
case of the surviving spouse of any
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Participant whose Supplemental Death Benefit is required to be paid or to
commence to be paid on a date prior to the occurrence of such Change in Control,
the amount of the Supplemental Pension Benefit or Supplemental Death Benefit
payable on, or payment of which is to commence on, such preceding or prior date
shall be determined without regard to this Section 10, but upon the subsequent
occurrence of the Change in Control, such Participant's Supplement Pension
Benefit, or his or her surviving spouse's Supplemental Death Benefit, shall be
adjusted to reflect the additional Years of Service and age provided for in this
Section 10. Such adjustment shall be made in the same manner as provided in
clauses (i) and (ii) of Section 3.3(c) of the Supplemental and Excess Benefits
Plan.
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