Exhibit 10(b)
EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT
FOR WESTERN RESOURCES, INC.
I acknowledge that, as an Employee of Western Resources, Inc., I
have been offered an opportunity to participate in the Western
Resources, Inc. Executive Salary Continuation Program (Program)
described in the attached document (which is incorporated herein
by reference), and that I have elected one of the alternatives
set forth as indicated by the space which I have checked:
________ To participate in the Program
________ Not to participate in the Program
My Retirement Benefit, disability benefits, death benefits, and
commencement of such payments, and designated Beneficiary(ies)
are agreed to be as follows:
1.A Retirement Benefit (Article IV of Program). Subject to
the vesting schedule in Section 4.3 of the Program, provided the
reference to age 65 in the next to last sentence thereof shall be
age 61, and not withstanding the schedule contained therein, an
amount which, when combined with existing pension benefits under
the Western Resources, Inc. Retirement Plan, will provide the
percentage of the final 36 months average Compensation, for
life (15 years minimum) as illustrated below:
Retirement Benefit
Retirement Age Percentage
50 & under 50.00%
51 51.20%
52 52.40%
53 53.60%
54 54.80%
55 56.00%
56 56.57%
57 57.14%
58 57.71%
59 58.28%
60 58.85%
61 60.00%
62 60.00%
63 60.56%
64 61.13%
65 & over 61.70%
1.B Commencement of Retirement Benefit Payments. The
amount of the Retirement Benefit Payments will be based on the
following table depending upon the Participant's age when
Benefit Payments are to commence:
Age At Payout Percentage Factor
Commencement of Of Retirement Benefit
Benefit Payments Percentage
50 50%
51 55%
52 60%
53 65%
54 70%
55 75%
56 80%
57 85%
58 90%
59 95%
60 & older 100%
2. IRC Section 401(a)(17) Limitations. Notwithstanding
Paragraphs 1A and 1B above, the Program and this Plan
Agreement shall provide a Retirement Benefit attributable to the
Participant's annual base compensation that is in excess of IRC
Section 401(a)(17) limitations. This benefit will be computed by
applying the same benefit formula, vesting provisions, and early
retirement provisions as are in the Western Resources, Inc.
Pension Plan. Any benefit provided under this provision will
offset the benefit provided under Paragraphs 1A and 1B above.
3. Disability Benefit (Article IV of Program). If Total and
Permanent Disability should occur prior to Retirement, an
amount which, when combined with then existing pension benefits
under the Western Resources, Inc. Retirement Plan, will provide
61.7% of the final 36 months average Compensation for life (15
years minimum).
4. Death Benefit. (Article III of Program). If death occurs
before Retirement, an amount which, when combined with then
existing pension benefits under the Western Resources, Inc.
Retirement Plan, will provide 50% (or the vested Retirement
Benefit , whichever is greater) of the previous 36 months average
Compensation, payable to the Beneficiary for 180 months
following death.
5. Participant hereby designates as Primary Beneficiary
under the Program and this Plan Agreement:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_______________________________________
and, Participant hereby designates as Secondary Beneficiary under
the Program and this Plan Agreement:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_______________________________________
The term "Beneficiary" as used herein shall mean the Primary
Beneficiary if such Primary Beneficiary shall survive Participant
by at least 30 days, and shall mean the Secondary Beneficiary if
Primary Beneficiary does not survive Participant by at least 30
days, and shall mean the Estate of the Participant, if neither
Primary nor Secondary Beneficiary survives Participant by at least
30 days. Participant shall have the right to change Participant's
designation of Primary and/or Secondary Beneficiary from time to
time, in such manner as shall be required by the Company, it being
agreed that no change in beneficiary shall be effective until
acknowledged in writing by the Committee. (If Beneficiary is to be
irrevocable, strike and initial previous sentence.)
I further acknowledge that neither the Company nor any of its
subsidiaries, affiliated companies, officers, employees, or agents
has any responsibility whatsoever for the changes which I may make
in other personal plans or programs as a result of my decision
regarding the Program and they are fully released to such extent.
The Company agrees that although the Program may be terminated or
modified at any time, in the sole discretion of the Company, a
Participant shall have those rights provided for in Article X of
said Program to the extent such may be applicable to such
Participant's at the time of such termination.
IN WITNESS WHEREOF, Western Resources, Inc. and Plan
Participant have executed this Plan Agreement as of March 15, 1995.
WESTERN RESOURCES, INC.
_______________________
Executive Vice President
PARTICIPANT:
______________________
(Signature)
John E. Hayes, Jr.