EXHIBIT(10)(o)
NEW ENGLAND ELECTRIC COMPANIES'
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN I
Executed December 4, 1978
Amended November 5, 1979
October 12, 1982
March 14, 1983
June 21, 1984
July 31, 1984
July 23, 1986
April 1, 1991
January 1, 1995
TABLE OF CONTENTS
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Page
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Plan Purposes and Objectives . . . . . . . . . . . . . . . . . .1
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1
1. Actuarial Value. . . . . . . . . . . . . . . . . . .1
2. Administrator. . . . . . . . . . . . . . . . . . . .1
3. Beneficial Owner . . . . . . . . . . . . . . . . . .2
4. Board. . . . . . . . . . . . . . . . . . . . . . . .2
5. Change in Control. . . . . . . . . . . . . . . . . .2
6. Committee. . . . . . . . . . . . . . . . . . . . . .3
7. Company. . . . . . . . . . . . . . . . . . . . . . .3
8. Early Retirement Date. . . . . . . . . . . . . . . .3
9. Executive Officers . . . . . . . . . . . . . . . . .3
10. Final Average Total Compensation . . . . . . . . . .3
11. Incentive Compensation . . . . . . . . . . . . . . .4
12. Incentive Plan . . . . . . . . . . . . . . . . . . .4
13. Incentive Share Awards . . . . . . . . . . . . . . .4
14. Major Transaction. . . . . . . . . . . . . . . . . .4
15. New England Electric System. . . . . . . . . . . . .5
16. Participant. . . . . . . . . . . . . . . . . . . . .5
17. Person . . . . . . . . . . . . . . . . . . . . . . .6
18. Qualified Compensation . . . . . . . . . . . . . . .7
19. Qualified Plan . . . . . . . . . . . . . . . . . . .7
20. Qualified Plan Benefit . . . . . . . . . . . . . . .7
21. Retirement . . . . . . . . . . . . . . . . . . . . .7
22. Retirement Income. . . . . . . . . . . . . . . . . .7
23. Spouse . . . . . . . . . . . . . . . . . . . . . . .7
24. Termination of Employment. . . . . . . . . . . . . .7
25. Total Compensation . . . . . . . . . . . . . . . . .7
26. Years of Service . . . . . . . . . . . . . . . . . .8
Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . . . .8
1. Retirement Benefit . . . . . . . . . . . . . . . . .8
2. Form of Payment. . . . . . . . . . . . . . . . . . .9
3. Spouse's Death Benefit . . . . . . . . . . . . . . 10
Timing of Payments . . . . . . . . . . . . . . . . . . . . . . 10
Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . . . 10
Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Administration and Claims. . . . . . . . . . . . . . . . . . . 12
Government Regulations . . . . . . . . . . . . . . . . . . . . 13
Nonassignment. . . . . . . . . . . . . . . . . . . . . . . . . 13
Provisions of Benefits . . . . . . . . . . . . . . . . . . . . 13
Amendment or Discontinuance. . . . . . . . . . . . . . . . . . 14
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 14
NEW ENGLAND ELECTRIC COMPANIES'
Executive Supplemental Retirement Plan
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Plan Purposes and Objectives
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The Supplemental Plan is maintained by the Companies
primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees
within the meaning of Title I of the Employee Retirement Income
Security Act.
The objectives of the Executive Supplemental Retirement Plan
(the Supplemental Plan ) are as follows:
1. to increase the overall effectiveness of the executive
compensation program so as to attract, retain, and
motivate qualified management personnel;
2. to provide retirement benefits related to Total
Compensation; and
3. to soften the financial impact of early retirement for
selected executives.
Definitions
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When used in the Supplemental Plan, the following words will
have the meaning indicated below:
1. Actuarial Value will be established using the most
recent assumptions established by the Benefits
Committee for the Qualified Plan.
2. Administrator means the Benefits Committee for the
Qualified Plan.
3. Beneficial Owner shall have the meaning defined in
Rule 13d-3 under the Securities Exchange Act of 1934.
4. Board means the Board of Directors of New England
Electric System.
5. 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.
6. Committee means the Compensation Committee of the
Board of Directors of New England Electric System.
7. Company means the subsidiary of New England Electric
System by which the Participant is employed on the
date on which he has a termination of employment.
8. Early Retirement Date shall have the meaning provided
in the Qualified Plan.
9. Executive Officers means the Chairman, any Vice
Chairman, the President, any Vice President, the
Treasurer, and the Secretary of the New England
Electric System.
10. Final Average Total Compensation means the highest
average of the Participant's twelve-month Total
Compensation during any consecutive sixty-month period
of employment (or during total employment if less than
sixty months) within the last 120 months of employment ending
with the last day of the month next preceding a given date of
determination.
11. Incentive Compensation shall have the meaning provided
in the Incentive Plan.
12. Incentive Plan means the New England Electric
Companies' Incentive Compensation Plan.
13. Incentive Share Awards shall mean annual incentive
share awards under the New England Electric Companies'
Incentive Share Plan.
14. 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.
15. 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.
16. Participant means
a. Executive Officers;
b. Other participants in the Incentive Plan; and
c. Other employees of the New England Electric
Companies who are in a position to make a
significant contribution to the longer term
financial objectives of the NEES system and who
are approved by the Committee.
17. 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.
18. Qualified Compensation means compensation as defined
in the Qualified Plan.
19. Qualified Plan means New England Electric System
Companies' Final Average Pay Pension Plan I.
20. 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.
21. Retirement means the date on which retirement benefits
under the Qualified Plan commence.
22. Retirement Income means the monthly benefit for which
a Participant is eligible under the Supplemental Plan.
23. Spouse shall have the meaning provided in the
Qualified Plan.
24. Termination of Employment shall occur when the
Participant is no longer employed by a Company
participating in the Supplemental Plan.
25. Total Compensation means Qualified Compensation,
except Incentive Compensation and Incentive Share
Awards shall be included in the same twelve-month
period for which they are awarded, plus any
compensation deferred during the same twelve-month
period under the terms of the New England Electric
System Companies Deferred Compensation Plan and any
Incentive Share Awards deferred during the same
twelve-month period to the extent not included in
Qualified Compensation.
26. Years of Service shall have the meaning provided in
the Qualified Plan.
Plan Benefits
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1. Retirement Benefit
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A Participant shall be entitled to receive for retirements
on or after April 1, 1991, an annual retirement benefit equal to
(a) plus (b) plus (c) plus (d) plus (e) less (f) less (g) below:
(a) 1.5% of Final Average Total Compensation for each Year
of Service up to 10 years;
(b) 1.3% of Final Average Total Compensation for each Year
of Service from 11 to 20 years;
(c) 1.25% of Final Average Total Compensation for each
Year of Service from 21 to 30 years;
(d) .6% of Final Average Total Compensation for each Year
of Service over 30 years;
(e) .57% of Final Average Total Compensation in excess of
the Average Social Security Wage Base for each Year of
Service, up to 35 years;
(f) any benefit payable on a straight life annuity basis
which was accrued, under a plan maintained by an
employer other than a New England Electric System
company, for service granted pursuant to the
additional service credits provision of the Qualified
Plan; and
(g) the Qualified Plan Benefit.
All of the above amounts are to be determined as at the
Participant's Termination of Employment.
2. Form of Payment
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Retirement Income shall be payable in the normal form as
follows:
(a) If a Participant has a Spouse, the normal form of
payment shall be a contingent annuitant option with
the Spouse, as contingent annuitant, entitled to
receive 50% of the Participant's reduced amount of
Retirement Income.
(b) If a Participant does not have a Spouse, the normal
form of payment shall be a straight life annuity with
no amount of Retirement Income payable after the
Former Participant's death.
If a Participant elects an optional form of payment under
the Qualified Plan, the same option and actuarial equivalent
factors shall apply to Retirement Income payable under the
Supplemental Plan; provided, however, to the extent 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. In calculating the benefit payable under any option, the
same actuarial equivalent factors in the Qualified Plan shall be
used in the Supplemental Plan except that no reduction factors
for retirement prior to age 65 shall be applied against a
Participant's Retirement Income.
3. Spouse's Death Benefit
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The Spouse of a Participant vested under the Qualified Plan
who has not had a Termination of Employment is entitled to a
pre-retirement spouse benefit, if the Participant dies before
payment of benefits commence.
The Spouse will be entitled to receive an annual benefit
determined as follows:
(a) as if the Participant had retired and elected
Retirement Income payments to begin on the first day
of the month next following the later of the date of
death or Participant's fifty-fifth birthday, and
(b) the Retirement Income was payable in the form of a
contingent annuitant option with the Spouse, as
contingent annuitant, entitled to receive 50% of the
Participant's amount of Retirement Income subject to
reduction for benefits payable hereunder under a
domestic relations order.
Timing of Payments
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A Participant shall be eligible for benefits under the
Supplemental Plan when and if he is eligible for benefits under
the Qualified Plan, except as provided herein. Benefits shall
commence on the date on which the Participant or the Spouse first
receives benefits under the Qualified Plan.
Lump Sum Payments
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Any provision of the Supplemental Plan to the contrary
notwithstanding, if (i) any company shall fail to make any
payment to any Participant when due under the Supplemental Plan
or (ii) the employer or company shall fail to make any payment to
any participant due under any of the New England Electric
Companies' Incentive Compensation Plan, the New England Electric
Companies Deferred Compensation Plan, or the New England Electric
System Companies Retirement Supplement Plan, the full amount of
the current Actuarial Value of his benefits under the
Supplemental 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 Supplemental 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 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.
Vesting and Forfeiture of Benefits
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Except as provided in the following paragraph, a
Participant's accrued benefit shall be 100% vested after five
Years of Service.
A Participant will forfeit his benefits under the
Supplemental Plan if before the earlier of age 65 or five years
following termination of employment he, without the prior consent
of the New England Electric System's Chief Executive Officer (the
"CEO"), enters into or in any manner takes part in, as an
employee, agent, officer, owner, or otherwise, any business or
authority which in the opinion of the CEO is in competition with,
in the same field as, or regulating the business of New England
Electric System or any of its subsidiaries, or which in the
opinion of the CEO provides services peculiarly essential to
utility operation. Violation of this provision will result in
termination of payments, and any obligations to make future
payments to the Participant and the Participant's Spouse.
A Participant may request to have the Committee review any
decision made by the CEO under this provision that adversely
affects the Participant. The Committee's decision shall be
final.
Upon the occurrence of a Change in Control or a Major
Transaction, the second paragraph of this section shall no longer
have any effect.
Administration and Claims
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The Administrator shall have for the Supplemental Plan the
same duties as for the Qualified Plan, except as specifically
provided herein. The Benefits Appeal Committee for the Qualified
Plan shall have for the Supplemental Plan the same duties
relative to denied claims as for the Qualified Plan, except as
may be specifically provided herein.
Government Regulations
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It is intended that the Supplemental 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,
Spouse, or contingent annuitant, shall be assignable,
transferable, or subject to sale, mortgage, pledge,
hypothecation, commutation, anticipation, garnishment,
attachment, execution, or levy of any kind.
Provisions of Benefits
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The Supplemental Plan will be unfunded. Benefits will be
paid from the operating revenues of the Company. A Participant's
rights to benefits under the Supplemental Plan shall be those of
an unsecured, general creditor of the Company.
Amendment or Discontinuance
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The Committee may amend or discontinue the Supplemental Plan
at any time; provided, no modification shall reduce a benefit
which a Participant was eligible to receive under the
Supplemental 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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The Plan, as amended, is to be effective for retirements on
and after January 1, 1995.
s/ George M. Sage
Chairman of the Compensation Committee
Pursuant to Votes of August 24, 1993,
November 22, 1994, and February 27, 1995