WESTERN RESOURCES DEFERRED COMPENSATION PLAN
ARTICLE I
Purpose
The purpose of the Western Resources Deferred Compensation
Plan (hereinafter referred to as the "Plan") is to allow deferral
of income for a specified period and to provide funds for
retirement or death for certain executive and management
employees (and their beneficiaries) of Western Resources, Inc.
It is intended that the Plan will aid in retaining and attracting
employees of exceptional ability by providing such employees with
a means to supplement their estate planning and standard of
living at retirement. This Plan is intended to qualify for the
exemptions described in sections 201(2), 301(a)(3), and 401(a)(1)
of the Employee Retirement Income Security Act of 1974, as
amended.
ARTICLE II
Definitions
For the purpose of this Plan, the following words and
phrases shall have the meanings indicated, unless the context
clearly indicates otherwise:
2.1 Beneficiary. "Beneficiary" means the person, persons,
or entity designated by the Participant, or as provided
in Article VIII, to receive any benefits payable under
the Plan. Any Participant Beneficiary designation
shall be made in a written instrument filed with the
Human Resources Committee and shall become effective
only when received in writing by the Committee.
2.2 Board. "Board" means the Board of Directors of Western
Resources, Inc.
2.3 Company. "Company" means Western Resources, Inc.
2.4 Compensation. "Compensation" or "Total Compensation"
means the Base Salary and Incentive Compensation
payable to a Participant during the Plan Year.
(a) Base Salary. "Base Salary" means all regular
remuneration for services, other than such items
as Incentive Compensation, payable by the Company
to a Participant in cash during a Plan Year, but
before reduction for amounts deferred pursuant to
this Plan or any other Plan of the Company. The
Human Resources Committee shall determine whether
a particular item or income constitutes Base
Salary if a question arises.
(b) Incentive Compensation. "Incentive Compensation"
means any cash bonus earned by a Participant in a
Plan Year.
2.5 Declared Rate. "Declared Rate" means the annual
percentage rate (APR) of interest to be credited to the
executive's deferral account. Such rate is to be set
annually by the Human Resources Committee.
2.6 Deferral Benefit. "Deferral Benefit" means the benefit
payable to a Participant or Participant's Beneficiary
on a date specified by the Participant in the
Participation Agreement or on Participant's retirement,
death, disability, or termination of employment as
calculated in Article VII hereof.
2.7 Deferred Benefit Account. "Deferred Benefit Account"
means the accounts maintained on the books of account
of the Company for each Participant pursuant to Article
IV and determined with respect to any Participation
Agreement. Separate Deferred Benefit Accounts shall be
maintained for each Participant. A Participant's
Deferred Benefit Account shall be utilized solely as a
device for the measurement and determination of the
amounts to be paid to the Participant pursuant to the
Plan. A Participant's Deferred Benefit Account shall
not constitute or be treated as a trust fund of any
kind.
2.8 Deferred Compensation Committee . "Deferred
Compensation Committee" means a committee appointed by
the Human Resources Committee to assist in the
Administration of the Plan as provided herein.
2.9 Determination Date. "Determination Date" means the
date on which the amount of a Participant's Deferred
Benefit Account is determined as provided in Article VI
hereof. The last day of each calendar month shall be a
Determination Date.
2.10 Disability. "Disability" or "Disabled Participant"
means a physical or mental condition of a Participant
resulting in a determination of disability for purposes
of receiving benefits under the Company's Long Term
Disability Plan.
2.11 Human Resources Committee. "Human Resources Committee"
means the Human Resources Committee of the Board of
Directors of Western Resources, Inc.
2.12 Participant. "Participant" means any individual who is
deemed eligible by the Human Resources Committee to
participate in this Plan and who elects to participate
by filing a Participation Agreement as provided in
Article IV.
2.13 Participation Agreement. "Participation Agreement"
means the agreement filed by a Participant prior to the
beginning of the first period for which any of the
Participant's Compensation is to be deferred pursuant
to the Plan. A form of such Participation Agreement is
attached hereto.
2.14 Plan Year. "Plan Year" means a twelve month period
commencing January 1 and ending the following December
31. The first Plan Year shall commence on October 15,
1993 and terminate on December 31, 1993.
2.15 Retirement Date. "Retirement Date" means the first day
of the month coincidental with or next following a
Participant's commencement of benefits following actual
retirement under either The Kansas Power and Light
Company or the Retirement Plan for Employees of Kansas
Gas and Electric Company.
2.16 Spouse. "Spouse" means a Participant's wife or husband
who was lawfully married to the Participant at the time
of the Participant's death or a determination of
Participant's incompetency.
ARTICLE III
Administration
3.1 The Committees: Duties. This plan shall be
administered as provided herein by both the Human
Resources Committee of the Board and the Deferred
Compensation Committee. Members of the committees may
be Participants under this Plan. The Human Resources
Committee shall also have the authority to make, amend,
interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and
decide or resolve any and all questions, including
interpretation of this Plan, as may arise in connection
with the Plan.
3.2 Binding Effect of Decision. The decision or action of
the committees with respect to any question arising out
of or in connection with the administration,
interpretation, and application of the Plan and the
rules and regulations promulgated hereunder shall be
final, conclusive, and binding upon all persons having
any interest in the Plan, unless a written appeal is
received by the Human Resources Committee within sixty
days of the disputed action. The appeal will be
reviewed by the Human Resources Committee and the
decision of the committee shall be final, conclusive,
and binding on the Participant and all persons claiming
by, through, or under the Participant.
ARTICLE IV
Participation
4.1 Participation. Participation in the Plan in any Plan
Year shall be limited to the class of those key
employees selected by the Human Resources Committee who
elect to participate in the Plan by filing a
Participation Agreement with the Committee. A
Participation Agreement must be filed prior to December
15 immediately preceding the Plan Year in which the
Participant's participation under the Agreement will
commence. The election to participate shall be
effective on the first day of the Plan Year following
receipt of a properly completed and executed
Participation Agreement.
With respect to the first Plan Year of the Plan or with
respect to an individual hired or promoted during a
Plan Year who thereby becomes eligible to participate
herein, an initial Participation Agreement may be filed
within thirty days of the notification to Participant
of eligibility to participate. Such election to
participate shall be effective on the first day of the
month following the receipt thereof, except that
elections not received on or before the 15th day of any
calendar month shall be effective no earlier than the
first day of the second month following the month of
receipt.
To participate in any subsequent Plan Year, a
Participant must file a new Participation Agreement.
4.2 Minimum and Maximum Deferral and Length of
Participation. A Participant may elect in a
Participation Agreement to defer a portion of
Participant's Base Salary or Incentive Compensation.
The minimum and maximum amounts that may be deferred
under a Participation Agreement shall be as follows:
Minimum Deferral Maximum
Deferral
With respect to Base 2% of Base Salary 100%
of Base Salary
Salary Deferrals
With respect to 25% of Incentive 100%
of Incentive
Incentive Compensation Compensation
Compensation
(a) With respect to Base Salary deferrals, the
deferral percentage elected in a Participation
Agreement shall be applied to the Participant's
Base Salary of the Plan Year to which the
Participation Agreement applies. A Participation
Agreement shall apply to the Participant's Base
Salary payable over a deferral period of one Plan
Year.
Deferrals shall commence with the Plan Year
immediately following the Plan Year in which the
respective Participation Agreement is filed;
provided, however, that an initial Participation
Agreement which is effective other than on January
1 of a Plan Year shall apply to the remainder of
the Plan Year.
(b) With respect to Incentive Compensation deferrals,
the deferral percentage selected in a
Participation Agreement shall apply to the
Participant's Incentive Compensation to be earned
in the Plan Year immediately following receipt of
the Participation Agreement.
(c) A Participant's election to defer Compensation
shall be irrevocable upon the filing of the
respective Participation Agreement; provided,
however, that the deferral of Compensation under
any Participation Agreement may be suspended or
amended as provided in paragraphs 7.5 and 9.1.
4.3 Subsequent Participation Agreements. In order to
participate in any subsequent Plan Year, a Participant
must file a new Participation Agreement for that
subsequent Plan Year prior to December 15 of the
previous calendar year, stating the amount that the
Participant elects to have deferred. The new agreement
shall be effective only as to Compensation paid in that
subsequent Plan Year. A new Participation Agreement is
subject to all of the provisions and requirements set
forth in paragraph 4.2.
ARTICLE V
Deferred Compensation
5.1 Elective Deferred Compensation. The amount of
Compensation that a Participant elects to defer in a
Participation Agreement executed by the Participant
with respect to each Plan Year of participation in the
Plan shall be credited by the Company to the
Participant's Deferred Benefit Account throughout each
Plan Year as the Participant is paid the non-deferred
portion of Compensation for such Plan Year. The amount
credited to a Participant's Deferred Benefit Account
shall equal the amount deferred. To the extent that
the Company is required to withhold any taxes or other
amounts from an employee's deferred wages pursuant to
any state, federal, or local law, such amounts shall be
taken out of the Participant's Compensation which is
not deferred under this Plan.
5.2 Effect on Other Plans. To the extent to which
deferrals by a Participant under this Plan cause a
reduction in pension benefits for a Participant under
The Kansas Power and Light Company Retirement Plan or
Retirement Plan for Employees of Kansas Gas and
Electric Company, the Company shall provide
supplementary benefits to the extent of such reduction.
The amount of such reduction shall be determined, as of
the time of the Participant's retirement under said
Retirement Plan, by said Retirement Plan's actuary
based upon the form of pension benefit applicable to
such Participant, which determination shall be binding
and conclusive on such Participant.
To the extent to which deferrals by a Participant under
this Plan cause a reduction in the Company matching
contributions made by the Company on behalf of the
Participant under The Kansas Power and Light Company
Employees' Savings Plan or Kansas Gas and Electric
Company 401(K) Plan, the Company shall credit the
amount of any such reduction to the Participant's
Deferred Benefit Account under the Plan, such amount to
be credited quarterly in the year in which such
reduction of contributions occurs, based on the
Participant's eligible Company match under such savings
plan, not to exceed the maximum contribution by the
Company under such plans.
The Company shall compute life insurance and disability
benefits under any Company plan based on Compensation
without reduction for amounts deferred under this Plan.
5.3 Vesting of Deferred Benefit Account. A Participant
shall be 100% vested in the Participant's Deferred
Benefit Account.
ARTICLE VI
Deferred Benefit Account
6.1 Determination of Account. Each Participant's Deferred
Benefit Account as of each Determination Date shall
consist of the balance of the Participant's Deferred
Benefit Account as of the immediately preceding
Determination Date, plus the Participant's elective
deferred Compensation withheld since the immediately
preceding Determination Date pursuant to paragraph 5.1.
The Deferred Benefit Account of each Participant shall
be reduced by the amount of all distributions, if any,
made from such Deferred Benefit Account since the
preceding Determination Date.
6.2 Crediting of Account. As of each Determination Date,
the Participant's Deferred Benefit Account shall be
increased by the amount of interest earned since the
preceding Determination Date. Interest shall be based
on the Declared Rate as defined in paragraph 2.5 or as
determined under paragraph 7.6(a)(2), as applicable.
Interest shall be credited on the average of the
balances of the Deferred Benefit Account on the
Determination Date and on the last preceding
Determination Date, but after the Deferred Benefit
Account has been adjusted for any contributions or
distributions to be credited or deducted for each such
day. Interest will also accumulate on the unpaid
balance during any payout period in which a participant
is receiving monthly payments.
6.3 Statement of Accounts. The Company shall submit to
each Participant, within 120 days after the close of
each Plan Year, a statement in such form as the Company
deems desirable, setting forth the balance to the
credit of each Participant's Deferred Benefit Account
as of the last day of the preceding Plan Year.
ARTICLE VII
Benefits
7.1 Specified Distribution Date. Unless a Participant
elects to receive benefits under paragraph 7.2 or 7.3
below, on the specified distribution date selected by
the Participant in a Participation Agreement, the
Participant shall be entitled to a Deferral Benefit
equal to the amount of Participant's Deferred Benefit
Account determined under paragraphs 6.1 and 6.2 hereof
as of the Determination Date coincidental with or
immediately following such specified date.
7.2 Retirement or Termination of Employment. Subject to
paragraphs 7.1 and 7.6, upon a Participant's Retirement
Date, or any termination of employment for reasons
other than death or disability, the Participant shall
be entitled to a Deferral Benefit equal to the amount
of Participant's Deferred Benefit Account determined
under paragraphs 6.1 and 6.2 hereof as of the
Determination Date coincidental with or immediately
following such event.
7.3 Death. Upon the death of a Participant, such
Participant's Beneficiary shall receive a Deferral
Benefit equal to the remaining balance in such
Participant's Deferred Benefit Account.
The Deferral Benefit shall be payable as provided for
in paragraph 7.6.
The Deferral Benefit provided above shall be in lieu of
all other benefits under this Plan.
7.4 Disability. In the event of Disability, as defined in
paragraph 2.10, while employed by the Company, the
disabled Participant shall be allocated the amount in
Participant's Deferred Benefit Account determined under
paragraphs 6.1 and 6.2 as of the Determination Date
next following such Disability.
Payments shall commence upon attainment of the
Participant's Retirement Date in the form specified in
paragraph 7.6(a)(2) over a period from 2 to 360 months.
Before payments commence under the preceding sentence,
a Disabled Participant may elect, subject to Deferred
Compensation Committee approval (Human Resources
Committee approval if the Participant is an officer of
the Company) upon good cause shown: (i) to accelerate
commencement of the payments until the date not earlier
than 60 days after the onset of Disability, and/or (ii)
to change the form of payment to another form permitted
under paragraph 7.6(a).
7.5 Suspension of Participation/Distribution/Failure to
Continue Participation. The Deferred Compensation
Committee (Human Resources Committee if the Participant
is an officer of the Company), in its sole discretion,
may suspend the deferral of a Participant's Base Salary
during a Plan Year, or authorize a distribution from
the Participant's Deferred Benefit Account, upon the
advance written request of a Participant on account of
financial hardship suffered by that Participant. A
Participant must file any request for such suspension
or distribution on or before the 15th day preceding the
regular pay day on which the suspension or distribution
is to take effect. Incentive Compensation deferrals
may not be suspended during the Plan Year.
Financial hardship shall mean an unexpected need for
cash resulting from conditions in the nature of any of
the following:
(a) An accident, illness, or disability suffered by a
Participant or a family member or dependent;
(b) A casualty or the theft loss suffered by a
Participant of a family member or dependent;
(c) The rendering of a judgment against a Participant
or a family member or dependent; or
(d) A sudden financial reversal or curtailment of
income experienced by a Participant or a family
member or dependent.
The suspension of any deferrals under this paragraph
shall not affect amounts deferred with respect to
periods prior to the effective date of the suspension.
In the event the Participant ceases to remain a member
of the class of employees who are eligible to
participate in the Plan, the Participant may elect to
suspend the amount of any remaining deferral commitment
in this same manner as described for other suspensions
in the paragraph, except that committee approval shall
not be required.
7.6 Form of Benefit Payment.
(a) Upon retirement, death, a specified distribution
date, or termination of employment, the Company
shall pay to the Participant or Participant's
Beneficiary the balance in the Participant's
Deferred Benefit Account in one of the following
forms, as elected in the Participation Agreement
filed by the Participant:
(1) A lump sum payment.
(2) A monthly payment of a fixed amount which
shall amortize the Deferred Benefit Account
balance in equal monthly payments of
principal and interest over a period from 2
to 360 months. For purposes of determining
the amount of the monthly payment, the rate
of interest shall be the average of the
Declared Rate for the shorter of (i) the last
five (5) Plan Years preceding the initial
monthly installment payment, or (ii) the
actual number of Plan Years of participation
by the Participant.
(b) In the absence of a Participant's election under
subparagraph 7.6(a), benefits shall be paid in the
form specified in subparagraph 7.6(a)(2) over a
180 month period. In the event of a Disabled
Participant, payment shall be in the form
described in paragraph 7.4.
7.7 Withholding: Payroll Taxes. To the extent required by
law in effect at the time payments are made, the
Company shall withhold from payments made hereunder any
taxes required to be withheld from any employee's wages
for the federal or any state or local government.
7.8 Commencement of Payments. Commencement of payments
under this Plan shall begin within sixty days following
receipt of notice by the Deferred Compensation
Committee in the event of death, retirement, or
termination of employment which entitles a Participant
(or a Beneficiary) to payments under this Plan. All
payments shall be made as of the first day of the
month.
If a Participant receives benefits hereunder because of
retirement, payments will commence coincident with the
payment of benefits to the Participant under The Kansas
Power and Light Company Retirement Plan or the
Retirement Plan for Employees of Kansas Gas and
Electric Company.
A Participant must elect to receive benefits under each
Participation Agreement upon either i) a specified
distribution date, or ii) retirement or termination of
employment.
Subject to paragraph 7.3 in the event a Participant
elects to receive benefits upon a specified
distribution date, payments will commence upon the
first business day of the year specified.
ARTICLE VIII
Beneficiary Designation
8.1 Beneficiary Designation. Each Participant shall have
the right, at any time, to designate any person or
persons as Beneficiary or Beneficiaries (both principal
as well as contingent) to whom payment under this Plan
shall be made in the event of Participant's death prior
to complete distribution of the benefits due to the
Participant under the Plan.
8.2 Amendments. Any Beneficiary designation may be changed
by a Participant by the written filing of such change
on a form prescribed by the Deferred Compensation
Committee. The filing of a new Beneficiary Designation
form will cancel all Beneficiary designations
previously filed.
8.3 No Beneficiary Designation. If a Participant fails to
designate a Beneficiary as provided above, or if all
designated Beneficiaries predecease the participant,
then the Participant's designated Beneficiary shall be
deemed to be the person or persons surviving
Participant in the first of the following classes in
which there is a survivor, share and share alike:
(a) The surviving Spouse;
(b) The Participant's children, except that if any of
the children predecease the Participant but leave
issue surviving, then such issue shall take by
right of representation the share their parent
would have taken if living;
(c) The Participant's personal representative
(executor or administrator).
8.4 Effect of Payment. The payment to the deemed
Beneficiary shall completely discharge the Company's
obligations under this Plan.
ARTICLE IX
Amendment and Termination of Plan
9.1 Amendment. The Board may at any time amend the Plan in
whole or in part; provided, however, that no amendment
shall be effective to decrease or restrict any Deferred
Benefit Account at the time of such amendment or reduce
any additional benefits provided under paragraph 5.2.
In the event the Plan is amended, a Participation
Agreement shall be subject to the provisions of such
amendment as if set forth in full therein, without
further action or amendment to the Participation
Agreement. The parties shall be bound by, and have the
benefit of, each and every provision of the Plan, as
amended from time to time.
9.2 Company's Right to Terminate. The Board may at any
time terminate the Plan with respect to new elections
to defer if, in its judgment, the continuance of the
Plan, the tax, accounting, or other effects thereof, or
potential payments thereunder would not be in the best
interests of the Company. The Board may also terminate
the Plan in its entirety at any time, and upon any such
termination, all Participants under the Plan shall be
paid the balance in their Deferred Benefit Accounts in
a lump sum, or over such period of time as determined
by the Board.
9.3 Premature Plan Terminations and Premature
Distributions. The Deferred Compensation Committee
shall have the right (but shall not be obligated) to
require premature Plan termination and premature Plan
distributions to Participants, upon the occurrence of
any of the following conditions or events:
(a) If any rating on any debt securities of the
Company, as rated by Moody's or Standard & Poor's,
is downgraded to a rating lower than that rating
as of the date of this Plan;
(b) If the shareholders of the Company approve the
merger or consolidation of the Company with or
into any other corporation (other than a
corporation wholly-owned by the Company
immediately prior to such event) or the
acquisition of substantially all of the business
or assets of the Company by any other person or
entity (other than a corporation wholly-owned by
the Company immediately prior to such event);
(c) If a change occurs in the Board of Directors of
the Company whereby Directors comprising a
majority of the Board of Directors immediately
prior to such change do not continue to comprise
such a majority immediately after such change,
provided that incremental and/or related changes
(including but not limited to resignations from
the Board of Directors) which occur within a
relatively brief period of time shall be
considered to be but a single change for purposes
of this Subparagraph;
(d) If, as a result of any tender offer or otherwise,
any person or entity or affiliated group becomes
the beneficial or record owner of more than 10% of
the outstanding voting securities of the Company;
or
(e) If, in the Deferred Compensation Committee's sole
judgment and discretion, a change in circumstances
has occurred (including but not limited to a
change in taxation laws or regulations, securities
laws or regulations, accounting requirements or
the events in Subparagraphs (a), (b), (c), and (d)
of this Paragraph 9.3) which causes the Plan to be
undesirable to a significant portion of the
Participants.
ARTICLE X
Miscellaneous
10.1 Unsecured General Creditor. Participants and their
Beneficiaries shall have no legal or equitable rights,
interest, or claims in any property or assets of the
Company, nor shall they be Beneficiaries of, or have
any rights, claims, or interests in any life insurance
policies, annuity contracts, or the proceeds therefrom
owned or which may be acquired by the Company
("Policies"). Such Policies or other assets of the
Company shall not be held under any trust for the
benefit of Participants or their Beneficiaries or held
in any way as collateral security for the fulfilling of
the obligations of the Company under this Plan. Any
and all of the Company's assets and Policies shall be,
and remain, the general, unpledged, and unrestricted
assets of the Company. The Company's obligation under
the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the
future.
10.2 Non-assignability. Neither a Participant nor any other
person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage, or otherwise
encumber, transfer, hypothecate, or convey in advance
of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be
unassignable and non-transferable. No part of the
amounts payable shall, prior to actual payment, be
subject to seizure or sequestration for the payment of
any debts, judgments, alimony, or separate maintenance
owed by a Participant or any other person, nor be
transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or
insolvency.
10.3 Not a Contract of Employment. The terms and conditions
of this Plan shall not be deemed to constitute a
contract of employment between the Company and the
Participant, and the Participant (or Participant's
Beneficiary) shall have no rights against the Company
except as may otherwise be specifically provided
herein. Moreover, nothing in this Plan shall be deemed
to give a Participant the right to be retained in the
service of the Company or to interfere with the right
of the Company to discipline or discharge Participant
at any time.
10.4 Protective Provisions. A Participant ( or
Participant's Beneficiary) will cooperate with the
Company by furnishing any and all information requested
by the Company in order to facilitate the payment of
benefits hereunder, by taking such physical
examinations as the Company may deem necessary, and by
taking such other action as may be requested by the
Company.
10.5 Governing Law. The provisions of this Plan shall be
construed and interpreted according to the laws of the
State of Kansas.
10.6 Successors. The provisions of this Plan shall bind and
inure to the benefit of the Company and its successors
and assigns.
10.7 Effective Date. This Plan shall become effective as of
October 15, 1993.
10.8 Incompetent. In the event that it shall be found upon
evidence satisfactory to the Deferred Compensation
Committee that any Participant or Beneficiary to whom a
benefit is payable under this Plan is unable to care
for such Participant's or such Beneficiary's affairs
because of illness or accident, any payment due (unless
prior claim therefor shall have been made by a duly
authorized guardian or other legal representative) may
be paid, upon appropriate indemnification of the
Company, to the Spouse or other person deemed by the
Committee to have incurred any expense for such
Participant or a Beneficiary. Any such payment shall
be a payment for the account of the Participant or a
Beneficiary and shall be a complete discharge of any
liability of the Company therefor.
WESTERN RESOURCES DEFERRED COMPENSATION PLAN
PARTICIPATION AGREEMENT
This Agreement is made and entered into as of this _______
day of ______________________________, 19_______, by and between
Western Resources, Inc. (the "Company") and
________________________________________ (a "Participant") and
shall be effective beginning with the _______ day of
______________________________, 19_______ ("Effective Date").
WHEREAS, the Company has adopted the Western Resources
Deferred Compensation Plan (the "Plan"); and,
WHEREAS, the Plan requires that an Agreement be entered into
between the Company and the Participant,
NOW, THEREFORE, the Company and the Participant hereby agree
as follows:
1. Plan. The Plan, a copy of which has been provided to
Participant, is hereby incorporated into and made a
part of this Agreement as though set forth in full
herein. The parties shall be bound by, and have the
benefit of, each and every provision of the Plan. By
executing this Agreement, the Participant acknowledges
receipt of a copy of the Plan and confirms
understanding and acceptance of all of the terms,
provisions, and conditions thereof.
2. Deferral Election.
Base Salary Deferral (for Plan Year 1993)
_____ a) Participant hereby elects to defer an
amount equal to _______% (from 2% to
100%) of Base Salary to be earned by
Participant in the remainder of Plan
Year 1993.
_____ b) Participant is not electing Base Salary
Deferral for the remainder of Plan Year
1993.
Base Salary Deferral (for Plan Year 1994)
_____ a) Participant hereby elects to defer an
amount equal to _______% (from 2% to
100%) of Base Salary to be earned by
Participant in Plan Year 1994.
_____ b) Participant is not electing Base Salary
Deferral for Plan Year 1994.
Incentive Compensation Deferral (for Plan Year 1994)
_____ a) The Participant elects to defer receipt
of _______% (from 25% to 100%) of
Incentive Compensation to be earned by
Participant in Plan Year 1994 and
payable in 1995.
_____ b) Participant is not electing Incentive
Compensation Deferral in this Agreement.
NOTE: All percentages and resulting dollar amounts will be
rounded to the nearest whole percentage or dollar.
3. Payment of Benefits - Death Before Retirement or
Specified Distribution Date
Form of Benefit Payment
_____ a) Not applicable (mark if paragraph 4c or
4g is not selected).
_____ b) A lump sum payment.
_____ c) Level monthly installment payments for
_______ months as provided in paragraph
7.6(a)(2) [specify a period not less
than 2 nor more than 360 months].
NOTE: Complete either paragraph 4 or both paragraphs 5 and 6. Do
not complete all three paragraphs.
4. Payment of Benefits - Specified Distribution Date;
Death Before Specified Distribution Date
Form of Benefit Payment (Base Salary)
_____ a) A lump sum payment.
_____ b) Level monthly installment payments for
_______ months as provided in paragraph
7.6(a)(2) [specify a period not less
than 2 nor more than 360 months].
_____ c) I elect to receive benefits upon death
should death occur prior to the
specified distribution date. (complete
paragraph 3)
_____ d) Specified Distribution Date -- (specify
a year when distributions are to
commence on the first business day of
such year).
Form of Benefit Payment (Incentive Compensation)
_____ e) A lump sum payment.
_____ f) Level monthly installment payments for
_______ months as provided in paragraph
7.6(a)(2) [specify a period not less
than 2 nor more than 360 months].
_____ g) I elect to receive benefits upon death
should death occur prior to the
specified distribution date. (complete
paragraph 3)
_____ h) Specified Distribution Date -- (specify
a year when distributions are to
commence on the first business day of
such year).
5. Payment of Benefits - Termination Other Than Death
Form of Benefit Payment (Base Salary)
_____ a) A lump sum payment.
_____ b) Level monthly installment payments for
_______ months as provided in paragraph
7.6(a)(2) [specify a period not less
than 2 nor more than 360 months].
Form of Benefit Payment (Incentive Compensation)
_____ c) A lump sum payment.
_____ d) Level monthly installment payments for
_______ months as provided in paragraph
7.6(a)(2) [specify a period not less
than 2 nor more than 360 months].
6. Payment of Benefits - Retirement Date
Form of Benefit Payment (Base Salary)
_____ a) A lump sum payment.
_____ b) Level monthly installment payments for
_______ months as provided in paragraph
7.6(a)(2) [specify a period not less
than 2 nor more than 360 months].
Form of Benefit Payment (Incentive Compensation)
_____ c) A lump sum payment.
_____ d) Level monthly installment payments for
_______ months as provided in paragraph
7.6(a)(2) [specify a period not less
than 2 nor more than 360 months].
7. Amendments. All subsequent amendments to the Plan
shall also be incorporated into and made a part of this
Agreement as though set forth in full herein, without
further action or amendments to this Agreement. The
parties shall be bound by, and have the benefit of,
each and every provision of the Plan, as amended from
time to time.
8. Binding Effect. This Agreement shall inure to the
benefit of, and be binding upon the Company, its
successors and assigns, and the Participant and
Participant's Beneficiaries.
IN WITNESS WHEREOF, the parties hereto have signed and
entered into this Agreement on and as of the date first above
written.
______________________________________________________
Participant's Signature
WESTERN RESOURCES, INC.
By____________________________________________________
Title_________________________________________________
WESTERN RESOURCES DEFERRED COMPENSATION PLAN
BENEFICIARY DESIGNATION
Name in
full________________________________________________SS#__________
_____
I designate the following as Beneficiary or Beneficiaries to
receive, in accordance with the method indicated, any payments to
which my Beneficiary or Beneficiaries may be entitled under the
Western Resources Deferred Compensation Plan (Paragraph 2.1 and
Article VIII) in the event of my death either prior to or after
my retirement, subject to my right at any time to change such
Beneficiary or Beneficiaries as provided under the Plan.
Beneficiaries Name Relationship Share
of Payment (%)
Primary__________________________________________________________
______________
Primary__________________________________________________________
_______________
Contingent_______________________________________________________
_______________
Contingent_______________________________________________________
_______________
Contingent_______________________________________________________
_______________
Contingent_______________________________________________________
_______________
This beneficiary designation or change supersedes all previous
designations or changes made by me under the Plan.
________________________________________________
__________________________
Participant's Signature Date
________________________________________________
__________________________
Committee Acknowledgement Date
WESTERN RESOURCES
DEFERRED COMPENSATION PLAN
1. What is the purpose of the Plan?
The purpose of the Plan is to give you the opportunity to
supplement your estate planning and accumulate tax deferred
income by deferring all or a portion of your pre-tax base salary
and/or incentive compensation, which is then credited with
interest on a tax-deferred basis. This will allow you to
supplement your standard of living at retirement.
2. Why is the Deferred Compensation Plan important to me?
It lets you delay the payment of income taxes on all or a
portion of your income, by having Western Resources retain it and
pay it to you at a later date. The amounts which you defer will
earn tax-deferred interest.
3. Who can participate in this Plan?
The Deferred Compensation Plan is available only to Eligible
Key Management Employees, as designated by the Human Resources
Committee of the Board of Western Resources.
You may elect to participate in the Plan in addition to all
other Western Resources benefit plans for which you are currently
eligible.
4. How much can I defer?
Your participation in the Plan is based on deferral of all
or a portion of your base salary and/or incentive cash
compensation for a period of one year. Upon enrolling in the
Plan, you will specify in a Participation Agreement the amount of
your deferral. The minimum annual deferral is 2% of base salary,
and/or 25% of incentive compensation.
5. May I suspend my deferral commitments or receive a
distribution from my Deferred Benefit Account in the event of
financial hardship?
The Deferred Compensation Committee may, in its sole
discretion and upon your written request, suspend the deferral of
your salary that would otherwise occur under a Participation
Agreement and/or authorize a distribution from your Deferred
Benefit Account if you have suffered a financial hardship. The
suspension will take effect only with respect to salary deferrals
which have not already occurred.
6. What are examples of financial hardship?
Financial hardship means an unexpected need for cash
resulting from an occurrence in the nature of any of the
following:
a) An accident, illness, or disability suffered by you or
a family member or dependent;
b) A casualty or theft loss suffered by you or a family
member or dependent;
c) The rendering of a judgment against you or a family
member or dependent; or
d) A sudden financial reversal or curtailment of income
experienced by you or a family member or dependent.
7. How much interest is credited on the Deferred Benefit
Account?
The interest credited to your Deferred Benefit Account will
be based on Western Resources long term cost of capital, and
established annually by the Human Resources Committee of the
Board. The interest on deferred amounts will change annually.
The rate for the balance of Plan Year 1993 and for Plan Year 1994
will be 10.01% APR.
8. How will benefits be paid?
Generally, benefits may be paid in a lump sum or in equal
monthly installments consisting of principal and interest at the
Plan Credit Rate up to 360 months. You elect the form in which
payments are to be made. If you fail to elect a form of payment,
you will receive your benefit payments in installments over a 180
month period.
9. What happens upon my retirement?
Unless you designate a specific distribution date, upon your
election to retire under either the Retirement Plan for Employees
of Kansas Gas and Electric Company or The Kansas Power and Light
Company Retirement Plan, you will receive benefits commencing
within 60 days after the Committee is notified of your
retirement. Your benefit will be based on your Deferred Benefit
Account balance at that time. In the event the Account balance
is paid out over a number of months, interest will be paid on the
unpaid balance based on the Plan Credit Rate.
10. What happens to my account in the event of death?
You will designate a beneficiary to receive benefits under
the Plan and will have the right to change the beneficiary
designation from time to time by completing a beneficiary
designation change form.
If your death should occur before retirement, your
beneficiary will be paid your Deferred Benefit Account balance
either as a lump sum or paid monthly (up to 360 months) depending
upon your election.
In the event of your death after deferral benefits have
started, your beneficiary will continue to receive installments
until the balance of your account has been paid. Interest will
continue to accrue on your Deferred Benefit Account at the Plan
Credit Rate during the period of distribution.
11. What if I become disabled?
If disability occurs while employed by Western Resources and
you would qualify for long term disability benefits according to
the terms of the Long Term Disability Plan maintained by Western
Resources, payments from your Deferred Benefit Account will
commence, subject to Committee approval, no earlier than 60 days
after the onset of your disability.
12. What happens if employment is terminated before I am
eligible for Retirement?
Unless you designate a specific distribution date, in the
event of termination of employment for reasons other than death,
retirement, or disability, your Deferred Benefit Account balance
will be payable either as a lump sum or paid monthly (up to 360
months). In the event the Account balance is paid out over a
number of months, interest will be paid on the unpaid balance
based on the Plan Credit Rate.
13. How is the Plan administered?
The Plan is administered by the Human Resources Committee of
the Board and the Deferred Compensation Committee. The
Committees will resolve all questions involving interpretations
of the Plan.
14. Is my Deferred Compensation held in Trust?
No. Benefits payable under the Plan depend upon and will be
paid exclusively from the general assets of Western Resources.
Western Resources' liability, for the payment of benefits under
the Plan, will be unsecured and unfunded, as evidenced by the
terms of the Plan and the current Participation Agreement between
you and the Company.
15. How does participation in the Plan affect my other Western
Resources benefits?
When you participate in the Plan, you are required to defer
current compensation. This may affect your benefits under other
Western Resources plans, which are based upon your compensation.
The following are the main effects of which you should be aware:
a) Life insurance and disability benefits will be based on
your compensation without reduction for any amounts
deferred under this Plan.
b) To the extent to which your deferrals cause a reduction
in pension benefits under either the KP&L or KG&E
retirement plans, Western Resources will provide you
with supplementary benefits to the extent of such
reduction.
These supplemental benefits, like the Deferred
Compensation benefits are unfunded and represent an
unsecured general obligation of the Company.
c) To the extent to which your deferrals cause a reduction
in the Company matching contributions under either the
KP&L or KG&E 401 (K) plans, Western Resources will
credit the amount of any such reduction to your
Deferred Benefit Account on December 31 of the year in
which such reduction of contribution occurs, based on
your eligible Company matching contribution, not to
exceed the maximum company contribution provided in the
401(k) plan.
16. When is the Deferred Compensation Plan effective?
The Plan will become effective October 15, 1993, when the
enrollment process has been completed and the Participation
Agreement has been signed by both you and Western Resources. The
enrollment process includes completion of:
a) Participation Agreement
b) Beneficiary Designation Form
c) Worksheet