Exhibit 10(p)
NEW ENGLAND ELECTRIC COMPANIES'
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN II
Effective Date: October 25, 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. Beneficial Owner . . . . . . . . . . . . . . . . .1
3. Benefits Committee . . . . . . . . . . . . . . . .1
4. Board. . . . . . . . . . . . . . . . . . . . . . .2
5. Change in Control. . . . . . . . . . . . . . . . .2
6. Code . . . . . . . . . . . . . . . . . . . . . . .3
7. Committee. . . . . . . . . . . . . . . . . . . . .3
8. Company. . . . . . . . . . . . . . . . . . . . . .3
9. Early Retirement Date. . . . . . . . . . . . . . .3
10. Final Average Total Compensation . . . . . . . . .3
11. Incentive Compensation . . . . . . . . . . . . . .3
12. Incentive Plans. . . . . . . . . . . . . . . . . .4
13. Incentive Share Awards . . . . . . . . . . . . . .4
14. Major Transaction. . . . . . . . . . . . . . . . .4
15. Management Committee . . . . . . . . . . . . . . .5
16. New England Electric System. . . . . . . . . . . .5
17. Participant. . . . . . . . . . . . . . . . . . . .6
18. Person . . . . . . . . . . . . . . . . . . . . . .6
19. Qualified Compensation . . . . . . . . . . . . . .6
20. Qualified Plan . . . . . . . . . . . . . . . . . .7
21. Qualified Plan Benefit . . . . . . . . . . . . . .7
22. Retirement . . . . . . . . . . . . . . . . . . . .7
23. Retirement Income. . . . . . . . . . . . . . . . .7
24. Spouse . . . . . . . . . . . . . . . . . . . . . .7
25. Termination of Employment. . . . . . . . . . . . .7
26. Total Compensation . . . . . . . . . . . . . . . .7
27. 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 . . . . . . . . . . . . . . . . . . . . 11
Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . 11
Vesting and Forfeiture of Benefits . . . . . . . . . . . . 12
Administration and Claims. . . . . . . . . . . . . . . . . 13
Government Regulations . . . . . . . . . . . . . . . . . . 13
Nonassignment. . . . . . . . . . . . . . . . . . . . . . . 13
Provisions of Benefits . . . . . . . . . . . . . . . . . . 14
Amendment or Discontinuance. . . . . . . . . . . . . . . . 14
Effective Date . . . . . . . . . . . . . . . . . . . . . . 14
NEW ENGLAND ELECTRIC COMPANIES'
Executive Supplemental Retirement Plan II
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Plan Purposes and Objectives
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The Supplemental Plan II is established 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 II (the Supplemental Plan II) are as follows:
1. to increase the overall effectiveness of the
executive compensation program so as to attract,
retain, and motivate qualified management personnel;
and
2. to provide retirement benefits related to Total
Compensation.
Definitions
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When used in the Supplemental Plan II, the following words
will have the meanings indicated below:
1. Actuarial Value will be established using the most
recent assumptions established by the Benefits
Committee for the Qualified Plan.
2. Beneficial Owner shall have the meaning defined in
Rule 13d-3 under the Securities Exchange Act of
1934.
3. Benefits Committee means the Benefits Committee
established in accordance with the New England
Electric System Companies Final Average Pay Pension
Plan I.
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. Code means the Internal Revenue Code of 1986, as
amended from time to time.
7. Committee means the Compensation Committee of the
Board of Directors of New England Electric System.
8. Company means the subsidiary of New England Electric
System by which the Participant is employed on the
date on which he or she has a Termination of
Employment.
9. Early Retirement Date shall have the meaning
provided in the Qualified Plan.
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 Plans.
12. Incentive Plans mean the New England Electric
Companies' Incentive Compensation Plan I, the New
England Electric Companies' Incentive Compensation
Plan II, and the New England Electric Companies'
Incentive Compensation Plan III.
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 transaction) 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. Management Committee means the Management Committee
established in accordance with the New England
Electric System Companies' Incentive Compensation
Plan I.
16. 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.
17. Participant means a Category C Participant in the
New England Electric Companies' Incentive
Compensation Plan I who is not a participant in the
New England Electric Companies' Executive
Supplemental Retirement Plan.
18. Person shall have the meaning given in Section
3(a)(9) of the Securities Exchange Act of 1934, 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.
19. Qualified Compensation means compensation as defined
in the Qualified Plan without regard to any
reduction required by section 4.01(a)(17) of the
Code.
20. Qualified Plan means New England Electric System
Companies' Final Average Pay Pension Plan I.
21. 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.
22. Retirement means the date on which retirement
benefits under the Qualified Plan commence.
23. Retirement Income means the monthly benefit for
which a Participant is eligible under the
Supplemental Plan II.
24. Spouse shall have the meaning provided in the
Qualified Plan.
25. Termination of Employment shall occur when the
Participant is no longer employed by a company
participating in the Supplemental Plan II.
26. Total Compensation means Qualified Compensation,
except that Incentive Compensation and Incentive
Share Awards shall be included in the same
twelve-month period for which they are awarded, plus
any compensation or share awards deferred during the
same twelve-month period under the terms of the New
England Electric System Companies Revised Deferred
Compensation Plan (or its predecessors) during the
same twelve-month period to the extent not included
in Qualified Compensation.
27. 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 from the
Company 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 II; 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 II.
3. Spouse's Death Benefit
----------------------
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% (100%
if the Participant died after his or her 55th
birthday and while an active employee) 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 II when and if he or she 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 II to the contrary
notwithstanding, if (i) any company shall fail to make any
payment to any Participant when due under the Supplemental Plan
II or (ii) the employer or company shall fail to make any
payment to any participant due under either of the New England
Electric Companies' Incentive Compensation Plan I or the New
England Electric Companies Deferred Compensation Plan, the full
amount of the current Actuarial Value of a Participant's
benefits under the Supplemental Plan II shall be payable
immediately 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 II 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 II 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 Benefits Committee shall have for the Supplemental
Plan II 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 II
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 II 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, transfer
able, or subject to sale, mortgage, pledge, hypothecation,
commutation, anticipation, garnishment, attachment, execution,
or levy of any kind.
Provisions of Benefits
----------------------
The Supplemental Plan II will be unfunded. Benefits will
be paid from the operating revenues of the Company. A
Participant's rights to benefits under the Supplemental Plan II
shall be those of an unsecured, general creditor of the
Company.
Amendment or Discontinuance
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The Management Committee may amend or discontinue the
Supplemental Plan II at any time; provided, no modification
shall reduce a benefit which a Participant was eligible to
receive under the Supplemental Plan II 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 October 25, 1995.
s/George M. Sage
________________________________
Chairman of the Compensation Committee
pursuant to vote of the Committee
dated October 24, 1995