EXHIBIT(10)(n)
NEW ENGLAND ELECTRIC SYSTEM COMPANIES
RETIREMENT SUPPLEMENT PLAN
Executed November 1, 1979
Amended October 12, 1982
November 23, 1982
June 21, 1984
May 27, 1986
April 1, 1991
September 1, 1993
January 1, 1995
December 1, 1995
TABLE OF CONTENTS
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Page
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Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1
1. Actuarial Value . . . . . . . . . . . . . . . . . .1
2. Adjusted Benefit. . . . . . . . . . . . . . . . . .1
3. Adjustment. . . . . . . . . . . . . . . . . . . . .1
4. Adjustment Factor . . . . . . . . . . . . . . . . .2
5. Basic Benefit . . . . . . . . . . . . . . . . . . .2
6. Beneficial Owner. . . . . . . . . . . . . . . . . .2
7. Board . . . . . . . . . . . . . . . . . . . . . . .2
8. Change in Control . . . . . . . . . . . . . . . . .3
9. Committee . . . . . . . . . . . . . . . . . . . . .4
10. Company . . . . . . . . . . . . . . . . . . . . . .4
11. Initial Adjusted Benefit. . . . . . . . . . . . . .4
12. A Major Transaction . . . . . . . . . . . . . . . .4
13. New England Electric System . . . . . . . . . . . .6
14. Participant . . . . . . . . . . . . . . . . . . . .6
15. Person. . . . . . . . . . . . . . . . . . . . . . .6
16. Plan. . . . . . . . . . . . . . . . . . . . . . . .7
17. Qualified Plan. . . . . . . . . . . . . . . . . . .7
18. Qualified Plan Benefit. . . . . . . . . . . . . . .7
19. Retirement. . . . . . . . . . . . . . . . . . . . .7
20. Retirement Income . . . . . . . . . . . . . . . . .7
21. Spouse . . . . . . . . . . . . . . . . . . . . . .8
22. Supplemental Plan . . . . . . . . . . . . . . . . .8
23. Supplemental Plan Benefit . . . . . . . . . . . . .8
24. Year of Service . . . . . . . . . . . . . . . . . .8
Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . . . .8
1. Retirement Benefit. . . . . . . . . . . . . . . . .8
2. Form of Payment . . . . . . . . . . . . . . . . . .9
3. Spouse's Death Benefit. . . . . . . . . . . . . . .9
Timing of Payments . . . . . . . . . . . . . . . . . . . . . . .9
Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . . . 10
Administration and Claims. . . . . . . . . . . . . . . . . . . 11
Government Regulations . . . . . . . . . . . . . . . . . . . . 11
Nonassignment. . . . . . . . . . . . . . . . . . . . . . . . . 11
Provisions of Benefits . . . . . . . . . . . . . . . . . . . . 12
Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Amendment or Discontinuance. . . . . . . . . . . . . . . . . . 12
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 12
NEW ENGLAND ELECTRIC SYSTEM COMPANIES
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Retirement Supplement Plan
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Definitions
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When used in the Plan, the following words will have the
meaning given below:
1. Actuarial Value will be established using the most
recent assumptions established by the Benefits
Committee for the Qualified Plan.
2. Adjusted Benefit means the product of (a) and (b)
below:
(a) the Adjusted Benefit or the Initial Adjusted
Benefit, as is applicable, for the prior year
and
(b) the Adjustment Factor.
The Adjusted Benefit will be determined as soon as
necessary data is available after the beginning of
each year.
Each year, at the time of the first payment of the
Adjusted Benefit, an appropriate retroactive payment
will be made to adjust amounts due between January
of the current year and the time of the adjustment.
3. Adjustment means, for the then current year, (a)
less (b) below:
(a) Moody's AAA Corporate Bond rate for the prior
year
(b) 200 basis points.
In no event, however, may the Adjustment exceed the
percentage increase, if any, in the Consumer Price
Index for the prior year, and in no event may the
Adjustment be less than zero.
4. Adjustment Factor means (a) plus (b) below:
(a) 1.000, and
(b) the Adjustment expressed in decimal form.
5. Basic Benefit means, for retirements on or after
April 1, 1991, an annual retirement benefit equal to
that calculated under the Supplemental Plan without
regard to any domestic relations order that would
otherwise affect the amount of said benefit.
6. Beneficial Owner shall have the meaning defined in
Rule 13d-3 under the Securities Exchange Act of
1934.
7. Board means the Board of Directors of New England
Electric System.
8. Change in Control occurs when the conditions set
forth in either of the following paragraphs shall
have been satisfied:
(a) any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities
of New England Electric System (not including
in the securities beneficially owned by such
Person any securities acquired directly from
New England Electric System or its
affiliates) representing 20% or more of the
combined voting power of New England Electric
System's then outstanding securities; or
(b) during any period of not more than two
consecutive years after January 1, 1995,
individuals who at the beginning of such
period constitute the Board and any new
director (other than a director designated by
a Person who has entered into an agreement
with New England Electric System to effect a
transaction described in clause (a) of this
paragraph) whose election by the Board or
nomination for election by New England
Electric System's shareholders was approved
or recommended by a vote of at least two-
thirds of the directors then still in office
who either were directors at the beginning of
the period or whose election or nomination
for election was previously so approved or
recommended, cease for any reason to
constitute a majority of the Board.
9. Committee means the Compensation Committee of the
Board of Directors of the New England Electric
System.
10. Company means the subsidiary of New England Electric
System by which the Participant was employed on the
day immediately preceding the date he has a
termination of employment.
11. Initial Adjusted Benefit means the product of (a)
and (b) below:
(a) The Basic Benefit;
(b) the Adjustment Factor.
12. A Major Transaction shall be deemed to have occurred
if the conditions set forth in any one of the
following paragraphs shall have been satisfied:
(a) the shareholders of New England Electric
System approve a merger or consolidation with
any corporation or business trust, other than
(i) a merger or consolidation which would
result in the individuals who prior to such
merger or consolidation constitute the Board
constituting at least two-thirds of the board
of directors of New England Electric System
or the surviving or succeeding entity
immediately after such merger or
consolidation, or (ii) a merger or
consolidation effected to implement a
recapitalization (or similar trasaction) in
which no Person acquires more than 20% of the
combined voting power of New England Electric
System's then outstanding securities;
(b) the shareholders of New England Electric
System approve a plan of complete liquidation
thereof; or
(c) the shareholder of New England Electric
System approve an agreement for the sale or
disposition of all or substantially all of
New England Electric System's assets, other
than a sale or disposition which would result
in the individuals who prior to such sale or
disposition constitute the Board constituting at
least two-thirds of the board of directors of the
Person purchasing such assets immediately after such
sale or disposition.
13. New England Electric System means the trustee or
trustees for the time being (as trustee or trustees
but not personally) under an agreement and
declaration of trust dated January 2, 1926, as
amended, which is hereby referred to, and a copy of
which as amended has been filed with the Secretary
of The Commonwealth of Massachusetts. Any
agreement, obligation, or liability made, entered
into or incurred by or on behalf of New England
Electric System binds only its trust estate, and no
shareholder, director, trustee, officer, or agent
thereof assumes or shall be held to any liability
therefor.
14. Participant means any of those officers of the New
England Electric System who (a) participated in this
Plan as of February 1, 1991, or (b) are designated
as participants in this Plan by the Committee.
15. Person shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof; however, a Person
shall not include (i) New England Electric System or
any subsidiary thereof, (ii) a trustee or other
fiduciary holding securities under an employee
benefit plan of New England Electric System or any
subsidiary thereof, (iii) an underwriter temporarily
holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or
indirectly, by the shareholders of New England
Electric System in substantially the same
proportions as their ownership of shares of New
England Electric System.
16. Plan means the Retirement Supplement Plan.
17. Qualified Plan means the New England Electric System
Companies' Final Average Pay Pension Plan I.
18. Qualified Plan Benefit means the annual benefit
payable at Retirement on a straight life annuity
basis under the terms of the Qualified Plan without
regard to any qualified domestic relations order
that would otherwise affect the amount of said
benefit.
19. Retirement means the date on which retirement
benefits under the Qualified Plan commence.
20. Retirement Income means the monthly benefit for
which a Participant is eligible under this Plan.
21. Spouse shall have the meaning provided in the
Qualified Plan.
22. Supplemental Plan means New England Electric System
Companies' Executive Supplemental Retirement Plan.
23. Supplemental Plan Benefit means the annual benefit
payable at Retirement on a straight life annuity
basis under the terms of the Supplemental Plan
without regard to any domestic relations order that
would otherwise affect the amount of said benefit.
24. Year of Service shall have the meaning provided in
the Qualified Plan.
Plan Benefits
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1. Retirement Benefit
A Participant shall be entitled to receive under
this Plan an annual retirement benefit equal to (a)
less (b) below:
(a) the Adjusted Benefit for the given year;
(b) the sum of the Qualified Plan Benefit and the
Supplemental Plan Benefit.
2. Form of Payment
Retirement Income shall be payable in the same form
as that elected under the provisions of the
Qualified Plan; provided, however, to the extent
that the form of benefit was dictated by the terms
of a qualified domestic relations order, the form
may be that which would have applied (or any form
that could have been elected) in the absence of said
order. The annual Retirement Income payment from
this Plan shall be adjusted by the actuarial
equivalent factor used to reduce retirement benefits
under the Qualified Plan, other than reductions for
retirement before age 65.
3. Spouse's Death Benefit
If a Participant has not had a termination of
employment, a Spouse's death benefit shall be
payable under this Plan on the same terms as
provided in the Supplemental Plan.
Timing of Payments
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A Participant shall be eligible for benefits under this Plan
when and if he or she is eligible for benefits under the
Qualified Plan. Benefits shall commence on the first
anniversary of the date on which the Participant first
receives benefits under the Qualified Plan.
Lump Sum Payments
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At Retirement, a Participant may elect to receive, in lieu
of any future benefits hereunder, a lump sum payment equal
to the Actuarial Value of the maximum value of said future
benefits, less 10%.
Any provision of this Plan to the contrary notwithstanding,
if (i) any company shall fail to make any payment to any
Participant when due under this Plan or (ii) any company or
employer shall fail to make any payment to any participant
due under either of the New England Electric Companies Deferred
Compensation Plan or the Supplemental Plan, the full amount of
the current Actuarial Value of the Participant's benefits under
this Plan shall be payable immediately to each Participant as a
lump-sum; provided, however, if any employer or company shall,
in good faith, contest a claim by a participant under this Plan
or any of the other above-listed plans, the failure to make the
contested payment or payments shall not, for the purpose of this
paragraph, be a failure to make a payment.
At any time following a Change in Control or a Major
Transaction, any Participant who has had a Termination of
Employment, whether before or after the Change in Control or
Major Transaction, may elect to receive, in lieu of any
future benefits hereunder, a lump sum payment equal to the
Actuarial Value of the maximum value of said future
benefits, less 10%.
If the Company does not make the aforesaid lump sum
payments, the New England Electric System will make the
payment for the account of the Company.
Administration and Claims
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The Committee shall have for this Plan the same duties,
including, but not limited to, the procedures for denied
claims, as the Benefits Committee and the Benefits Appeal
Committee have for the Qualified Plan.
Government Regulations
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It is intended that this Plan will comply with all
applicable laws and governmental regulations, and the
Company shall not be obligated to perform an obligation
hereunder in any case where, in the opinion of the Company's
counsel, such performance would result in violation of any
law or regulation.
Nonassignment
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To the fullest extent permitted by law, no benefit under the
Plan, nor any other interest hereunder of any Participant or
contingent annuitant, may be assigned or alienated.
Provisions of Benefits
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This Plan will be unfunded. Benefits will be paid from the
operating revenues of the Company. A Participant's rights
to benefits under this Plan shall be those of an unsecured,
general creditor of the Company.
Vesting
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A Participant's accrued benefits shall be 100% vested after
60 months of participation in this Plan.
If a Participant should become totally and permanently
disabled or die, prior to the completion of 60 months of
participation in the Plan, the Participant or the
Participant's Spouse shall be entitled to receive a prorated
benefit derived by multiplying the full benefit, otherwise
payable but for the passage of time under the Plan, by the
quotient obtained by dividing the months of participation by
sixty.
Amendment or Discontinuance
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The Committee may amend or discontinue the Plan at any time;
provided, no modification shall reduce a benefit which a
Participant was eligible to receive under the Plan at the
time of such amendment or discontinuance; and provided
further, no amendment or discontinuance in any manner
adverse to a Participant with respect to benefit formula or
optional form of payment may be made for three years
following a Change in Control or a Major Transaction.
Effective Date
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This Amendment shall be effective December 1, 1995.
Dated: December 26, 1995
s/ George M. Sage
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Chairman of the Compensation Committee
Pursuant to Vote of the Compensation
Committee of October 24, 1995, and the
Board of Directors of November 28, 1995