EXHIBIT 10-49
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1. Establishment of the Plan and Effective Date. New York
State Electric & Gas Corporation (hereinafter called the
"Corporation") has established a Supplemental Executive
Retirement Plan (hereinafter called the "Plan"). The Corporation
is the Plan Sponsor. The purpose of the Plan is to increase
retirement benefits for salaried employees beyond those currently
provided for in the Corporation's tax qualified Retirement
Benefit Plan for Salaried Employees. The Plan is effective as of
September 7, 1984 and will continue in effect unless terminated
or modified by the Corporation.
2. Plan Administrator. The Plan Administrator is the
Corporation.
3. Provisions Applicable to All Salaried Employees
Concerning Pension Benefits. All employees of the Corporation,
other than ones included in a unit of employees covered by a
collective bargaining agreement, shall receive the amount of
benefits specified under the Corporation's tax qualified
Retirement Benefit Plan for Salaried Employees without regard to
any limitations imposed on these pension benefits by any
provision of the Internal Revenue Code of 1954, as amended, and
the regulations thereunder, whether now existing or as may
hereinafter be adopted. Payment of this benefit shall be made in
the same form as elected by the salaried employee under the
Retirement Benefit Plan for Salaried Employees.
4. Provisions Applicable to Officers and Area General
Managers Concerning Pension Benefits.
A. Determination of Benefit. In additon to the
benefits provided pursuant to Paragraph 3 hereof, all officers
and area general managers of the Corporation, who have been an
officer of, or an area general manager for, the Corporation for
at least five years and who retire either voluntarily or by
reason of disability at age 60 or later, shall be entitled to
receive a total retirement benefit equivalent to the percentage
of the average of such officer's or area general manager's
highest three years of earnings within the last ten years of
employment with the Corporation as set forth in the following
table:
Years of Highest Three Year
Service Benefit Percentage
35 70%
30 65%
25 60%
20 55%
15 50%
10 45%
From the amount determined in accordance with the
provisions of this paragraph there shall be subtracted (i) any
amounts received by the officer or area general manager from the
Company's tax qualified Retirement Benefit Plan for Salaried
Employees (prior to reduction for the survivor's benefit or ten
year certain benefit) and (ii) any social security benefits which
the officer or area general manager is eligible or expected to
become eligible to receive as determined by the Plan
Administrator. If after the subtraction there remains a positive
amount, that amount shall be paid by the Corporation as an
additional benefit to the officer or area general manager in
accordance with the terms of this Plan.
For purposes of making the subtraction set forth in
the previous paragragh, if an officer or area general manager
retires at or after age 60 and prior to age 62, the amount of
social security benefits subtracted will be the amount of
estimated social security benefits that the Plan Administrator
estimates that the officer or area general manager would have
received if he had retired at age 62.
B. Survivor's Benefit. One-half of any amount being
paid to an officer or area general manager pursuant to Paragraph
4A hereof after retirement, will be paid to the surviving spouse
of the officer or area general manager during the spouse's
lifetime upon the death of the officer or area general manager
after retirement. Such payment shall be made in the same manner
as made to the officer or area general manager unless otherwise
agreed to by the Plan Administrator.
C. Payment Benefits. Benefits payable under Paragraph
4A of this Plan shall be payable monthly to the officer or area
general manager.
All benefits payable pursuant to Paragraphs 4A and
4B of this Plan will cease upon the death of the surviving spouse
of the officer or area general manager or, if there is no
surviving spouse, upon the death of the officer or area general
manager. No rights shall accrue under this Paragraph to (i) the
estate of the officer or area general manager (ii) any
beneficiary of the officer or area general manager other than a
surviving spouse or (iii) the estate of the surviving spouse.
No benefits will be paid to the officer or area
general manager or any surviving spouse pursuant to this Plan if
the officer or area general manager dies prior to retirement or
the employment of the officer or area general manager is
terminated by the Corporation.
5. Other Provisions. The Corporation reserves the right to
terminate or modify the Plan in whole or in part at any time by
action of the Board of Directors of the Corporation. Any such
termination or modification shall not affect rights previously
accrued. Participation in the Plan shall not be deemed to be an
employment contract. A participant's rights and benefits under
the Plan may not be assigned, pledged, or encumbered by the
participant, his estate or beneficiary. The Plan Administrator
will make such decisions, rules and regulations as are necessary
to administer the Plan and interpret the provisions of the Plan.
6. Funding. There will be no funding of any amounts to be
paid pursuant to this Plan.
In WITNESS WHEREOF, the Corporation has caused this Plan to
be executed as of the 7th day of September, 1984.
NEW YORK STATE ELECTRIC & GAS
CORPORATION
By: L.T. Everett
L.T. Everett
Executive Vice President