Exhibit 10-a
KANSAS CITY POWER & LIGHT COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective April 1, 2000
KANSAS CITY POWER & LIGHT COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PREAMBLE
The principal objective of this Supplemental Executive Retirement
Plan is to ensure the payment of a competitive level of
retirement income in order to attract, retain, and motivate
selected executives, and to restore benefits which cannot be paid
under the Company's Qualified Pension Plan due to restrictions on
benefits, contributions, compensation, or the like imposed under
that plan. The Company may, but is not required to, set aside
funds from time to time to provide such benefits, and such funds
may be held in a separate trust established for such purpose.
This Plan is a successor to the supplemental executive retirement
component of the Company's former Supplemental Executive
Retirement and Deferred Compensation Plan (the "Prior Plan"),
which was effective on November 2, 1993. It shall be effective
as to each Participant on the date he or she becomes a
Participant hereunder; provided, however, that the benefits of
those individuals whose employment with the Company or any of its
affiliates terminated prior to April 1, 2000, shall continue to
be governed by the terms of the Prior Plan, and not the terms of
this Plan. This Plan supersedes the supplemental executive
retirement component of the Prior Plan and all similar non-
qualified supplemental executive retirement plans that may be in
existence.
TABLE OF CONTENTS
ARTICLE PAGE
I DEFINITIONS 1
II ELIGIBILITY FOR BENEFITS 2
III AMOUNT AND FORM OF RETIREMENT BENEFITS 3
IV PAYMENT OF RETIREMENT BENEFITS 7
V DEATH BENEFITS 7
VI MISCELLANEOUS 8
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ARTICLE I
DEFINITIONS
1.1 "Active Participant" means, with respect to a Plan
Year, any employee of the Company (i) who is an officer appointed
by the Board of Directors, or (ii) whose annualized Base
Compensation exceeds the limitation imposed by Internal Revenue
Code Section 401(a)(17) and regulations promulgated thereunder,
as adjusted from time to time. For purposes of determining Years
of Benefit Service pursuant to Section 1.10 of this Plan, an
employee shall be deemed to have been an Active Participant with
respect to any Plan Year in which he or she was a Participant for
purposes of Sections II, III, IV, and V of the Prior Plan.
1.3 "Basic Plan" means the Kansas City Power & Light
Company Management Pension Plan. The following terms shall have
the same meaning as set forth in the Basic Plan, as amended from
time-to-time:
- Actuarial Equivalent
- Base Compensation
- Early Retirement Date
- Normal Retirement Date
- Plan Year
- Single Life Pension
- Years of Credited Service
1.4 "Board of Directors" means the Board of Directors of
Kansas City Power & Light Company.
1.5 "Committee" means the Nominating & Compensation
Committee (or successor to such Committee) of the Board of
Directors.
1.6 "Company" means Kansas City Power & Light Company or
its successor and any wholly-owned subsidiary that has adopted,
and whose employees participate in, the Basic Plan.
1.7 "Participant" means an individual who has become an
Active Participant and who has not received his or her entire
benefit under this Plan; provided, however, that individuals who
were Participants for purposes of Sections II, III, IV, and V of
the Prior Plan as of April 1, 2000, and whose employment with the
Company had not terminated as of that date, shall be Participants
in this Plan on that date.
1.8 "Plan" means this Kansas City Power & Light Company
Supplemental Executive Retirement Plan.
1.9 "Surviving Spouse" means a Participant's surviving
spouse who is eligible to receive a surviving spouse's benefit
under the Basic Plan.
1.10 "Years of Benefit Service" means Years of Credited
Service (including fractions thereof) during which an employee is
an Active Participant.
ARTICLE II
ELIGIBILITY FOR BENEFITS
2.1 Except as provided in Sections 2.2 and 3.4, below, each
Participant shall be eligible to receive a supplemental
retirement benefit under this Plan beginning as soon as is
practicable after the Participant terminates employment with the
Company.
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2.2 Notwithstanding any provision of this Plan to the
contrary, the terms of this Plan and all subsequent amendments
hereto shall not affect the rights and benefits of any person who
is not an employee of the Company on or after April 1, 2000. The
rights and benefits, if any, of such former employees (or spouses
or beneficiaries of said former employees) shall continue to be
governed by the terms of the Prior Plan as in effect on their
date of termination, death, total disability, or retirement,
whichever first shall have occurred.
ARTICLE III
AMOUNT AND FORM OF RETIREMENT BENEFITS
3.1 Normal Retirement. A Participant's monthly
supplemental retirement benefit payable under the Plan as a
Single Life Pension at the Participant's Normal Retirement Date
shall be made up of the sum of two portions, the first of which
is described in Paragraph (a) and the second of which is
described in Paragraph (b) of this Section.
(a) The first of those portions shall make up for the
difference between an accrual rate of two percent (2%) and
an accrual rate of one and two-thirds percent (1 2/3%) for each
of an Active Participant's Years of Benefit Service.
(b) The second portion shall make up for the benefit
otherwise lost to an Active Participant under the Basic Plan
due to:
(i) compensation deferred under the Kansas City
Power and Light Company Nonqualified Deferred
Compensation Plan, or under Section VI of the Prior
Plan, and
(ii) any amounts disregarded under the Basic Plan
pursuant to the provisions of Internal Revenue Code
Sections 401(a)(17), 415, or similar
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provisions restricting the amount of compensation or
benefits that may be considered under plans qualified
pursuant to Internal Revenue Code Section 401(a).
3.2 Benefits Payable Prior to Normal Retirement Date. In
the event a Participant terminates employment with the Company
before he or she reaches Normal Retirement Date, the monthly
supplemental retirement benefit payable under the Plan shall be
determined by computing the monthly retirement benefit necessary
to make up for the difference in accrual rates described in
Section 3.1(a), for the benefit otherwise lost to the Participant
due to the factors described in Paragraph 3.1(b), and for the
difference between computations of monthly salary using
computation periods of more than thirty-six (36) consecutive
months rather than of thirty-six (36) consecutive months, reduced
to reflect the early payment of the benefit and the Participant's
younger age in the same circumstances and to the same extent as
the Single Life Pension under the Basic Plan is reduced to
reflect these factors. The result is that:
(a) There shall be no early retirement reduction
factor applied to the retirement benefit of a Participant
who has satisfied all of the requirements set forth in the
Basic Plan for the Rule of 85 early retirement benefit,
(b) The Basic Plan's early retirement reduction factor
of one quarter of one-percent (.25%) per month shall apply
to the retirement benefit of a Participant who does not
satisfy all of the requirements set forth in the Basic Plan
for the Rule of 85 early retirement benefit, and whose
employment with the Company terminates on or after his or
her Early Retirement Date, and
(c) For the retirement benefit of a Participant who
terminates employment with the Company before his or her
Early Retirement Date, and without satisfying all
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of the requirements set forth in the Basic Plan for the Rule
of 85 early retirement benefit, no early retirement subsidy
of any kind shall apply.
3.3 Disability Retirement. A Participant whose employment
with the Company terminates due to a total disability for which
the Participant is eligible to receive benefits under the
Company's Long-Term Disability Plan shall then be eligible for a
supplemental retirement benefit. The supplemental retirement
benefit shall be determined in accordance with Sections 3.1 and
3.2, except that his or her Years of Benefit Service shall
include the period from the date of disability to the
Participant's Normal Retirement Date. In no event shall Years of
Credited Service or Benefit Service in excess of 30 be
considered.
3.4 Form of Payment. The Participant may elect the form in
which benefits under the Plan are to be paid from the forms set
forth in this Section, the value of each of which shall be the
Actuarial Equivalent of the value of each of the others. Under
each form other than the Lump Sum Payment, payment shall begin as
soon as practicable after the Participant terminates employment
with the Company.
(a) Lump Sum Payment. This form provides the
Participant with a one-time, single sum payment of the
Participant's entire benefit under the Plan. Payment shall
be made as soon as practicable after the Participant
terminates employment with the Company, or at such later
anniversary of the Participant's termination as is elected
by the Participant.
(b) Single Life Pension. A Single Life Pension pays
the Participant a monthly pension only for as long as the
Participant lives.
(c) Single Life Pension with 60 Months Guaranteed.
A Single Life Pension with 60 Months Guaranteed pays a
monthly benefit for as long as the Participant lives. If
the Participant dies before receiving 60 monthly payments, the
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Participant's beneficiary receives them for the
remainder of the 60 months that were guaranteed.
(d) Single Life Pension with 120 Months Guaranteed. A
Single Life Pension with 120 Months Guaranteed pays the
Participant a monthly benefit for as long as the Participant
lives. If the Participant dies before receiving 120 monthly
payments, the Participant's beneficiary receives them for
the remainder of the 120 months that were guaranteed.
(e) 100%, 75%, 66 2/3%, 50%, 33 1/3% and 25% Joint Pensions.
A 100%, 75%, 66 2/3%, 50%, 33 1/3% or 25% Joint Pension pays the
Participant a monthly benefit for as long as the Participant
lives. If the Participant's spouse is living when the
Participant dies, he or she receives a monthly pension equal
to 100%, 75%, 66 2/3%, 50%, 33 1/3% or 25%, respectively, of the
monthly pension the Participant received, for as long as he
or she lives. If the Participant is not married as of the
date the Participant's pension commences, it will be paid to
the Participant as a Single Life Pension. The term
"spouse," as used in this form, means the person to whom the
Participant is married on the date the Participant's pension
commences.
3.5 Election of Form and Timing. A new Active Participant
in the Plan shall, within sixty (60) days of the date he or she
becomes a Participant, elect the form in which he or she wishes
the benefit under the Plan to be paid. In the case of a Lump Sum
Payment, the Participant shall also elect whether payment is to
be made as soon as is practicable after termination of employment
with the Company and, if not, the anniversary of termination when
payment is to be made. A Participant in the Plan as of April 1,
2000, shall make these elections no later than April 15, 2000.
If such a Participant terminates employment with the Company
within one (1) year of the date the election form is filed with
the Company, the
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election shall have no effect, and the Participant's benefit
under the Plan will be paid in the form of a Single Life Pension,
if the Participant is then single, or in the form of a 50% Joint
Pension, with the Participant's spouse as the survivor, if the
Participant is then married.
ARTICLE IV
PAYMENT OF RETIREMENT BENEFITS
4.1 Supplemental retirement benefits payable in accordance
with Article III shall commence as provided in Section 2.1, and
shall continue to be paid as required by the form in which the
Participant's benefit is paid.
ARTICLE V
DEATH BENEFITS
5.1 If a Participant dies before supplemental retirement
benefit payments commence under this Plan, the Participant's
Surviving Spouse shall receive a pre-retirement survivor annuity
under the Plan. The amount of the pre-retirement survivor
annuity payable under this Plan shall be equal to the amount of
the qualified pre-retirement survivor annuity determined under
the Basic Plan, but calculated by substituting the amount of the
Participant's supplemental retirement benefit determined under
Article III for the amount of the Participant's benefit under the
Basic Plan.
5.2 A Surviving Spouse's benefit under Section 5.1 shall be
payable monthly; its duration shall be the same as that of the
qualified pre-retirement survivor annuity payable under the Basic
Plan.
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ARTICLE VI
MISCELLANEOUS
6.1 The Board of Directors may, in its sole discretion,
terminate, suspend, or amend this Plan at any time or from time-
to-time, in whole or in part. However, no amendment or
suspension of the Plan shall affect a Participant's right or the
right of a Surviving Spouse to benefits accrued up to the date of
any amendment or termination, payable at least as quickly as is
consistent with the Participant's election made as provided in
Section 3.5. In the event the Plan is terminated, the Committee
will continue to administer the Plan until all amounts accrued
have been paid.
6.2 Nothing contained herein shall confer upon any
Participant the right to be retained in the service of the
Company, nor shall it interfere with the right of the Company to
discharge or otherwise deal with Participants without regard to
the existence of this Plan.
6.3 Neither the Committee nor any member of the Board of
Directors nor any officer or employee of the Company shall be
liable to any person for any action taken or omitted in
connection with the administration of the Plan unless
attributable to his or her own fraud or willful misconduct; nor
shall the Company be liable to any person for any such action
unless attributable to fraud or willful misconduct on the part of
a director, officer or employee of the Company.
6.4 This Plan is unfunded, and constitutes a mere promise
by the Company to make benefit payments in the future. The right
of any Participant or Surviving Spouse to receive a distribution
under this Plan shall be an unsecured claim against the general
assets of the Company. The Company may choose to establish a
separate trust (the "Trust"), and to contribute to the Trust from
time to time assets that shall be held therein, subject to the
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claims of the Company's creditors in the event of the Company's
insolvency, until paid to Plan Participants and Surviving Spouses
in such manner and at such times as specified in the Plan. It is
the intention of the Company that such Trust, if established,
shall constitute an unfunded arrangement, and shall not affect
the status of the Plan as an unfunded Plan for purposes of Title
I of the Employee Retirement Income Security Act of 1974, as
amended. The Trustee of the Trust shall invest the Trust assets,
unless the Committee, in its sole discretion, chooses either to
instruct the Trustee as to the investment of Trust assets or to
appoint one or more investment managers to do so.
6.5 To the maximum extent permitted by law, no benefit
under the Plan shall be assignable or subject in any manner to
alienation, sale, transfer, claims of creditors, pledge,
attachment, or encumbrances of any kind.
6.6 Any amounts payable hereunder to any person under legal
disability or who, in the judgment of the Committee, is unable
properly to manage his or her financial affairs, may be paid to
the legal representative of such person or may be applied for the
benefit of such person in any manner which the Committee may
select.
6.7 The Plan shall be administered by the Committee or its
designee, which may adopt rules and regulations to assist it in
the administration of the Plan.
6.8 A request for a Plan benefit shall be filed with the
Chairperson of the Committee or his or her designee, on a form
prescribed by the Committee. Such a request, hereinafter
referred to as a "claim," shall be deemed filed when the executed
claim form is received by the Chairperson of the Committee or his
or her designee.
The Chairperson of the Committee or his or her designee
shall decide such a claim within a reasonable time after it is
received. If a claim is wholly or partially denied, the
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claimant shall be furnished a written notice setting forth, in a
manner calculated to be understood by the claimant:
(a) The specific reason or reasons for the denial;
(b) A specific reference to pertinent Plan provisions
on which the denial is based;
(c) A description of any additional material or
information necessary for the claimant to perfect the claim,
along with an explanation of why such material or
information is necessary; and
(d) Appropriate information as to the steps to be
taken if the claimant wishes to appeal his or her claim,
including the period in which the appeal must be filed and
the period in which it will be decided.
The notice shall be furnished to the claimant within 90 days
after receipt of the claim by the Chairperson of the Committee or
his or her designee, unless special circumstances require an
extension of time for processing the claim. No extension shall
be for more than 90 days after the end of the initial 90-day
period. If an extension of time for processing is required,
written notice of the extension shall be furnished to the
claimant before the end of the initial 90-day period. The
extension notice shall indicate the special circumstances
requiring an extension of time and the date by which a final
decision will be rendered.
If a claim is denied, in whole or in part, the claimant may
appeal the denial to the full Committee, upon written notice to
the Chairperson thereof. The claimant may review documents
pertinent to the appeal and may submit issues and comments in
writing to the Committee. No appeal shall be considered unless
it is received by the Committee within 90 days after receipt by
the claimant of written notification of denial of the claim. The
Committee shall decide the appeal within 60 days after it is
received. However, if special
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circumstances require an extension of time for processing, a decision
shall be rendered as soon as possible, but not later than 120 days
after the appeal is received. If such an extension of time for deciding
the appeal is required, written notice of the extension shall be
furnished to the claimant prior to the commencement of the extension.
The Committee's decision shall be in writing and shall include
specific reasons for the decision, written in a manner calculated
to be understood by the claimant, and specific references to the
pertinent Plan provisions upon which the decision is based.
6.9 Each Participant shall receive a copy of the Plan and,
if a Trust is established pursuant to Section 6.4, the Trust, and
the Company shall make available for inspection by any
Participant a copy of any rules and regulations used in
administering the Plan.
6.10 If any contest or dispute shall arise as to amounts due
to a Participant under this Plan, the Company shall reimburse the
Participant, on a current basis, all legal fees and expenses
incurred by the Participant in connection with such contest or
dispute; provided, however, that in the event the resolution of
any such contest or dispute includes a finding denying the
Participant's claims, the Participant shall be required
immediately to reimburse the Company for all sums advanced to the
Participant hereunder.
6.11 This Plan is binding on the Company and will bind with
equal force any successor of the Company, whether by way of
purchase, merger, consolidation or otherwise.
6.12 If a court of competent jurisdiction holds any
provision of this Plan to be invalid or unenforceable, the
remaining provisions of the Plan shall continue to be fully
effective.
6.13 To the extent not superseded by the laws of the United
States, this Plan shall be construed according to the laws of the
State of Missouri.
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