KANSAS CITY POWER & LIGHT COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT
AND DEFERRED COMPENSATION PLAN
KANSAS CITY POWER & LIGHT COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT AND DEFERRED COMPENSATION PLAN
PREAMBLE
The principal objective of this Supplemental Executive Retirement and
Deferred Compensation Plan is to ensure the payment of a competitive level of
retirement income in order to attract, retain, and motivate selected
executives, to provide opportunities for selected employees and members of
the Board of Directors to defer the receipt of compensation, and to restore
benefits which cannot be paid under the Company's Qualified Pension, 401(k)
Savings Plan and Capital Accumulation Plan due to restrictions on benefits,
contributions, or compensation covered under those plans. This plan will
become effective on November 2, 1993, and will be effective as to each
Participant on the date he or she is designated as a Participant hereunder.
This plan supersedes all previous non-qualified retirement and deferred
compensation plans that may be in existence.
TABLE OF CONTENTS
SECTION PAGE
I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . -1-
II ELIGIBILITY FOR BENEFITS . . . . . . . . . . . . . . . . -2-
III AMOUNT AND FORM OF RETIREMENT BENEFITS . . . . . . . . . -3-
IV PAYMENT OF RETIREMENT BENEFITS . . . . . . . . . . . . . -4-
V DEATH BENEFITS PAYABLE . . . . . . . . . . . . . . . . . -5-
VI DEFERRED COMPENSATION. . . . . . . . . . . . . . . . . . -5-
VII ALTERNATIVE SUPPLEMENTAL RETIREMENT, DEATH AND
DISABILITY BENEFITS. . . . . . . . . . . . . . . . . . .-11-
VIII CAPITAL ACCUMULATION PLAN EXCESS BENEFITS. . . . . . . .-12-
IX MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . .-13-
SECTION I
DEFINITIONS
1.1 "Basic Plan" means the Kansas City Power & Light Company
Management Pension Plan.
1.2 "Basic Plan Benefit" means the amount of benefit payable from the
Basic Plan to a Participant in the form of a Single Life Pension. The
following terms shall have the same meaning as set forth in the Basic Plan as
amended from time-to-time:
- Normal Retirement Date
- Years of Credited Service
- Actuarial Equivalent
- Single Life Pension
1.3 "Board of Directors" means the Board of Directors of the Company,
which has the authority to administer the Plan.
1.4 "Company" means Kansas City Power & Light Company.
1.5 "Final Average Monthly Salary" means Final Average Monthly Salary
as defined under the Basic Plan but computed using a period of thirty-six
consecutive months, plus the amount of any deferrals under Section 6.1 of the
Plan which would have been included but for such deferrals, plus any amounts
disregarded pursuant to the provisions of Internal Revenue Code Section
401(a)(17).
1.6 "Committee" means the Nominating & Compensation Committee (or
successor to such Committee) of the Company's Board of Directors.
1.7 "Participant" for purposes of Sections II, III, IV, and V, means
an employee of the Company which has been designated as a Participant by the
Board of Directors or the Committee and continues to be designated as a
Participant at the time of his or her Retirement. Such employee shall become
a Participant in the Plan as of the date he or she is individually selected
by, and specifically named in the resolutions of, the Board of Directors or
the Committee for participation in the Plan.
For purposes of Sections VI, VII, and VIII, Participant shall include any
employee selected for participation by the Chief Executive Officer. For
purposes of Sections 6.1 to 6.7, Participant shall include members of the
Board of Directors.
1.8 "Plan" means this Supplemental Executive Retirement and Deferred
Compensation Plan.
1.9 "Retirement" means the termination of a Participant's employment
with the Company on one of the retirement dates specified in Section 2.1.
1.10 "Surviving Spouse" means a Participant's surviving spouse who is
eligible to receive a surviving spouse's benefit under the Basic Plan.
1.11 The masculine gender, where appearing in the Plan, will be deemed
to include the feminine gender, and the singular may include the plural,
unless the context clearly indicates the contrary.
SECTION II
ELIGIBILITY FOR BENEFITS
2.1 Each Participant shall be eligible to retire and receive a
supplemental retirement benefit under this Plan beginning on one of the
following dates:
(a) "Normal Retirement Date" as defined in the Basic Plan.
(b) "Early Retirement Date"; at any time after attaining age 55
and prior to his Normal Retirement Date, the Participant may request early
retirement by giving written notice of such request to the Chief Executive
Officer ("CEO") (six months is the normal notice period required
hereunder, thus enabling the Company to fully consider the request,
determine its impact on Company operations, and to take any steps or
actions that might be required to accommodate such request) and if the CEO
recommends that the request be granted, the CEO shall submit such request
to the Board of Directors for its final determination.
SECTION III
AMOUNT AND FORM OF RETIREMENT BENEFITS
3.1 The annual supplemental retirement benefit payable at Normal
Retirement Date under the Plan shall equal:
(a) Two percent (2%) of the Employee's Final Average Monthly
Salary multiplied by the Participant's Years and fractions of Years of
Credited Service, except that Years of Credited Service in excess of
thirty (30) shall not be taken into consideration and accordingly the
maximum supplemental retirement benefit shall be sixty percent (60%) of
the Employee's Final Average Monthly Salary; less
(b) The actual normal retirement benefit payable to the
Employee under the Basic Plan.
The supplemental retirement benefit shall be the actuarial equivalent of a
Single Life Pension regardless of the form of pension actually elected by or
applicable to the Participant. The supplemental retirement benefit payable
to the Participant or to his spouse under this Plan shall be calculated
without regard to limitations imposed by Section 415 of the Internal Revenue
Code, as now or hereafter amended.
3.2 The annual supplemental retirement benefit payable at an Early
Retirement Date shall equal the benefit determined in Section 3.1 reduced by
one-quarter of one percent (0.25%) for each month the Participant's Early
Retirement Date precedes the first day of the month following the month in
which he will attain age 62.
3.3 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 be eligible for a
supplemental retirement benefit payable at the Participant's Early or Normal
Retirement Date. The supplemental retirement benefit shall be determined in
accordance with Section 3.1 except that the Participant's Final Average
Monthly Salary shall be determined as of the date of the Participant's
disability, and his Years of Credited Service shall include the period from
the date of disability to the earlier of the Participant's commencement of
benefits under this Plan or his Normal Retirement Date, but in no event shall
Years of Credited Service in excess of 30 be considered.
3.4 The supplemental retirement benefits determined under this Plan
shall be payable in the same form as that elected by the Participant with
respect to benefits payable under the Basic Plan; provided, however, such
optional form of pension shall be the Actuarial Equivalent of the
supplemental retirement benefit if paid as a Single Life Pension.
SECTION IV
PAYMENT OF RETIREMENT BENEFITS
4.1 Supplemental retirement benefits payable in accordance with Section
III shall commence on the date specified in Section 2.1. Benefits shall
continue to be paid until the first day of the month following the month in
which the retired Participant dies, unless the form in which the
Participant's benefit is paid pursuant to Section 3.4 provides for payment of
survivor benefits.
SECTION V
DEATH BENEFITS PAYABLE
5.1 If a Participant should die before supplemental retirement
benefit payments commence under this Plan, his Surviving Spouse shall receive
a qualified pre-retirement survivor annuity under this Plan calculated as
provided in the Basic Plan except that the Participant's pension, for
purposes of the calculation, shall be the amount determined in Section III
above, the amount of the survivor annuity so determined to be reduced by the
qualified pre-retirement survivor annuity such surviving spouse may receive
under the Basic Plan.
5.2 A Surviving Spouse's benefit shall be payable monthly, and shall
commence on the first day of the month following the month in which the
Participant dies or, if later, on the first day of the month in which he
would have attained age 55. The last payment shall be on the first day of
the month in which the Surviving Spouse dies.
SECTION VI
DEFERRED COMPENSATION
6.1 Prior to the beginning of any calendar year, the Participant may
elect to defer receipt of:
(a) a specified dollar amount or percentage of his anticipated
base salary (or director's fees) as in effect on January 1
of the year in which salary is to be deferred; and/or
(b) a specified dollar amount or percentage of any anticipated
award under any bonus or incentive plan to be paid to the
Participant for performance in the following calendar year.
If the Participant desires to make such an election, the election shall be in
writing on a form provided by the Company and shall indicate an election to
defer a fixed percentage of up to 50 percent of base salary, and/or 100
percent of directors fees or any award under any bonus or incentive plan
("Incentive Awards"). Alternatively, the Participant may elect to defer a
fixed dollar amount of base salary and/or any Incentive Awards in increments
of one thousand dollars, with a minimum deferral of $2,000 and a maximum
deferral of an amount equal to 50 percent of base salary and 100 percent of
directors fees or any Incentive Awards. Base salary may be deferred in a
given year only if the Participant participates in the Company's Employee
Savings Plus Plan to the maximum extent allowed for that year. A new
Participant who becomes a Participant during a year may make a deferral
election for the balance of the year in which he becomes a Participant,
provided the election is made on or before the 30th day after the day on
which he becomes a Participant.
An election to defer compensation under this Section VI shall apply only
to compensation earned subsequent to the date the election is made. An
election to defer compensation shall be effective only for the year or
portion of the year for which the election was made, and may not be
terminated or changed during such year or portion of such year. Should the
Participant desire to continue the same election from year to year, he must
nevertheless make each year an affirmative election to defer compensation.
For purposes of this Section 6.1, "base salary" means the Participant's
annual salary.
6.2 The Company shall establish on its books of account separate
deferred compensation accounts for each Participant under this Section VI,
and shall credit to the account of a Participant that portion of his
compensation being deferred, together with any other applicable amounts of
additional deferred compensation for that calendar year.
Deferred base salary shall be credited to the Participant's account each
month at the time non-deferred base salary is paid to the Participant.
Deferred Incentive Awards shall be credited to the Participant's account
annually at the time the award is approved. All such accounts shall be
unsecured. The Participant and his designated beneficiary or beneficiaries
shall not have any property interest whatsoever in any specific assets of the
Company as a result of this Plan.
6.3 The Committee shall establish a means by which a return is earned
on Participant's account. The method and manner for establishing such return
shall be reviewed from time to time by the Committee. Such return shall be
credited and compounded to a Participant's account on a monthly basis or at
such other time or times as the Committee may decide.
6.4 A Participant's deferral election shall indicate, with respect to
amounts deferred pursuant to the election, a deferral period in accordance
with Section 6.5 and a distribution alternative in accordance with Section
6.6.
6.5 A Participant may elect to defer receipt of amounts deferred
pursuant to a deferral election until one of the following:
(a) A stated date;
(b) A stated attained age; or
(c) A stated event (e.g., death) or events, or the earlier of
two or more stated events (e.g., the earlier of death or attainment of age
65).
In the event a Participant fails to designate a deferral period hereunder,
payment of amounts deferred pursuant to the deferral election shall commence
within 90 days of the Participant's termination of employment.
The investment return shall continue to accrue with respect to the balance
of a Participant's account during the payout period elected pursuant to this
Section VI, and such return shall be paid to the Participant in monthly
installments over the payout period. The return attributable to compensation
deferred pursuant to a particular deferral election shall be payable
according to the same terms, conditions, limitations, and restrictions
applicable to the compensation deferred pursuant to the deferral election.
The return shall continue to be credited to the Participant's account until
all amounts credited to his account have been paid and shall be credited to
the Participant's account, after giving effect to any reduction in the
account as a result of any payments. Any remaining payments shall be re-
computed to reflect the additional return.
6.6 A Participant's deferral election shall indicate the manner in
which the Participant desires the amounts deferred pursuant to the election
to be paid. The Participant may choose to have such amounts paid:
(a) in a single lump-sum payment; or
(b) in monthly installments (of principal plus earnings) over a
period of 60 months certain, 120 months certain, or 180 months certain.
In the event a Participant fails to make an election concerning the form of
payment, payment shall be made in a single lump sum.
Any amounts paid to the Participant shall be subject to any income tax
withholding or other deductions as may from time to time be required by
federal, state, or local law. Payments under this Section shall include, if
applicable, a proration of benefit adjustment amounts through the day
preceding the day on which the Participant retires, becomes disabled, or
ceases to be an employee of the Company. Payments under this Section on
account of deferral shall be paid in full if the lump-sum option is chosen,
or shall begin to be paid in monthly installments if a monthly payment option
is chosen, within 30 days of the date elected by the Participant, or as soon
thereafter as practicable.
Following the close of each year, or as soon as practicable thereafter,
the Participant or his designated beneficiary or beneficiaries shall receive
a statement of the Participant's deferred compensation account as of the end
of such year. The statement shall reflect the total benefit adjustment
amount, if any; total accrued earnings credited to the account as of the end
of such year; and any additional amounts of deferred compensation, if any,
credited to the account as of the end of such year; less any monthly
installment payments paid during such year.
6.7 At the time a Participant elects to defer compensation under this
Plan he shall designate a death beneficiary or beneficiaries. Such
designation may be changed at any time by the Participant. If a Participant
dies before he begins to receive payment of amounts deferred pursuant to a
given deferral election, the full amount due the Participant under said
election shall be paid to his designated beneficiary or beneficiaries in a
single lump-sum payment as soon as practicable after the Participant's death.
If a Participant dies after he begins to receive payment of amounts
deferred pursuant to a given deferral election, the balance of the amounts
which would have been paid under the deferral election to the Participant but
for his death shall continue to be paid to his beneficiary or beneficiaries
at the same times and in the same form as the payments would have been paid
to the Participant but for his death. If a Participant is not survived by
a designated beneficiary, the balance of the amounts due the Participant
under the deferral election for which no surviving beneficiary exists shall
be paid in a single lump-sum payment to the Participant's estate as soon as
practicable following his death. If, with respect to a particular deferral
election a Participant's last surviving designated beneficiary should die
after the Participant but before the balance of the amounts due the
beneficiary under the deferral election have been paid, the balance shall
be paid in a single lump-sum payment to the estate of the last surviving
designated beneficiary as soon as practicable after the beneficiary's death.
6.8 The Company shall credit to a Participant's account a matching
contribution in an amount equal to 50% of the first 6% of the amount of the
Participant's deferral of base salary under Section 6.1(a), but such amount
shall be reduced by the matching contribution made during the year to the
Participant's account in the Employee Savings Plus Plan. In no event shall
the total matching contribution in the Employee Savings Plus Plan and this
Plan exceed 50% of 6% of the Participant's base salary in any given year.
Any additional matching contribution under this Plan shall be credited to the
Participant's account on a monthly basis. The matching contributions shall
be subject to the following vesting schedule:
Years of Service*
Vested Percentage
Less Than Two Years 0%
Two Years 20
Three Years 40
Four Years 60
Five Years 80
Six Years 100
* As defined in Employee Savings Plus Plan.
SECTION VII
ALTERNATIVE SUPPLEMENTAL RETIREMENT, DEATH AND DISABILITY BENEFITS
7.1 Participants eligible for benefits under Sections II, III, IV,
and V shall not be eligible for benefits under this Section VII.
7.2 Certain Participants eligible to defer compensation under Section
VI may incur a reduction in their retirement benefit under the Basic Plan as
a result of their decision to defer base salary in accordance with Section
6.1. A monthly alternative supplemental retirement benefit shall be payable
under this Plan to such Participant upon his retirement, said benefit
calculated upon the Participant's termination or retirement as follows:
(a) The difference between (i) the accrued benefit under the
Basic Plan based on Final Average Monthly Salary determined using Base
Salary before any deferrals under Section 6.1(a), and (ii) the accrued
benefit determined under the Basic Plan;
(b) Reduction for Early Retirement as elected by the
Participant under the Basic Plan (if applicable); and
(c) Reduction to reflect the optional payment form election by
the Participant under the Basic Plan (if applicable).
Such benefit shall be payable to the Participant in the same form as the form
of benefit in which the Participant elected to receive his Basic Plan
benefit.
7.3 This Plan shall pay any death or disability benefit which
otherwise would be payable under the Basic Plan but for the election to defer
compensation under Section 6.1(a) of this Plan. These Alternative
Supplemental Death and Disability Benefits shall be paid at the same time at
which, and in the same form in which, the death or disability payments are
paid under the Basic Plan, and shall be subject to any other conditions or
restrictions applicable under the terms of the Basic Plan to death or
disability benefits payable by that Plan.
SECTION VIII
CAPITAL ACCUMULATION PLAN EXCESS BENEFIT
8.1 At the beginning of each calendar year or as soon thereafter as
practicable, an amount will be credited to Participant's CAP Excess Benefit
Account equal to Participant's total number of flex dollars for the year
minus:
(a) the maximum permissible contribution of the Company's Capital
Accumulation Plan for the year on behalf of the Participant, and
(b) the number of flex dollars used during such year to purchase the
benefits available to Participant under the Flexible Benefits Program.
8.2 Benefits will be paid to the Participant as follows:
(a) When the Participant's employment is terminated (whether due to
death, disability, retirement or other termination), a single lump sum
payment will be made. The payment shall be equal to the amount credited to
the CAP Excess Benefits Account, plus the additional amount credited to the
CAP Excess Benefits Account under Section 8.2(c) below. Payment will be made
no later than the 60th day after the close of the calendar year in which the
Participant's employment terminates. If the Participant dies before payment
is made, payment shall be made to the Participant's beneficiary. The
Participant's beneficiary for the purposes of this Section VIII shall be
beneficiary under the Capital Accumulation Plan.
(b) If both the Participant and his beneficiary die before payment is
made, payment shall be made as promptly as possible to the estate.
(c) The Participant's CAP Excess Benefits Account shall be credited
and compounded with the same return and in the same manner as provided for in
Section 6.3 herein.
8.3 The CAP excess benefits provided for in this Section VIII
supersedes those provided for in the Company's Capital Accumulation Plan
Excess Benefit Agreement, and any amounts accrued under such Agreements shall
be transferred to this Plan and subject to the provisions herein.
SECTION IX
MISCELLANEOUS
9.1 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. In the event the Plan is
terminated the Committee will continue to administer the Plan until all
amounts accrued and vested have been paid.
9.2 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.
9.3 This Plan is unfunded, and the Company shall make Plan benefit
payments on a current disbursement basis.
9.4 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.
9.5 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.
9.6 Each Participant shall receive a copy of the Plan and the Company
shall make available for inspection by any Participant a copy of any rules
and regulations used by the Company in administering the Plan.
9.7 If any contest or dispute shall arise as to amounts due to a
Participant (other than amounts derived from the investments of deferred
compensation) 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 to
immediately reimburse the Company for all sums advanced to the Participant
hereunder.
9.8 This Plan is established under and shall be construed according
to the Laws of the State of Missouri.