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
June 1, 1996
TABLE OF CONTENTS
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Page
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Definitions. . . . . . . . . . . . . . . . . . . . . . . . .1
1. Actuarial Value . . . . . . . . . . . . . . . . . .1
2. Adjusted Benefit. . . . . . . . . . . . . . . . . .1
3. Adjustment. . . . . . . . . . . . . . . . . . . . .2
4. Adjustment Factor . . . . . . . . . . . . . . . . .2
5. Basic Benefit . . . . . . . . . . . . . . . . . . .2
6. Beneficial Owner. . . . . . . . . . . . . . . . . .2
7. Board . . . . . . . . . . . . . . . . . . . . . . .3
8. Change in Control . . . . . . . . . . . . . . . . .3
9. Committee . . . . . . . . . . . . . . . . . . . . .4
10. Company . . . . . . . . . . . . . . . . . . . . . .4
11. Initial Adjusted Benefit. . . . . . . . . . . . . .4
12. A Major Transaction . . . . . . . . . . . . . . . .5
13. New England Electric System . . . . . . . . . . . .6
14. Participant . . . . . . . . . . . . . . . . . . . .7
15. Person. . . . . . . . . . . . . . . . . . . . . . .7
16. Plan. . . . . . . . . . . . . . . . . . . . . . . .8
17. Qualified Plan. . . . . . . . . . . . . . . . . . .8
18. Qualified Plan Benefit. . . . . . . . . . . . . . .8
19. Retirement. . . . . . . . . . . . . . . . . . . . .8
20. Retirement Income . . . . . . . . . . . . . . . . .8
21. Spouse. . . . . . . . . . . . . . . . . . . . . . .8
22. Supplemental Plan . . . . . . . . . . . . . . . . .9
23. Supplemental Plan Benefit . . . . . . . . . . . . .9
24. Year of Service . . . . . . . . . . . . . . . . . .9
Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . .9
1. Retirement Benefit. . . . . . . . . . . . . . . . .9
2. Form of Payment . . . . . . . . . . . . . . . . . 10
3. Spouse's Death Benefit. . . . . . . . . . . . . . 10
Timing of Payments . . . . . . . . . . . . . . . . . . . . 10
Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . 11
Administration and Claims. . . . . . . . . . . . . . . . . 12
Government Regulations . . . . . . . . . . . . . . . . . . 12
Nonassignment. . . . . . . . . . . . . . . . . . . . . . . 13
Provisions of Benefits . . . . . . . . . . . . . . . . . . 13
Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . 13
Amendment or Discontinuance. . . . . . . . . . . . . . . . 14
Effective Date . . . . . . . . . . . . . . . . . . . . . . 14
Signature. . . . . . . . . . . . . . . . . . . . . . . . . 14
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
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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
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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
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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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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 June 1, 1996.
Dated: February 24, 1997
s/George M. Sage
__________________________________
Chairman of the Compensation Committee
Pursuant to Vote of the Compensation
Committee of May 20, 1996