Exhibit 10-53
NEW YORK STATE ELECTRIC & GAS CORPORATION
DEFERRED COMPENSATION PLAN - SALARIED EMPLOYEES
1. Effective Date.
New York State Electric & Gas Corporation (hereinafter
called the Corporation) has established a deferred compensation
plan (hereinafter called Deferred Compensation Plan) and is the
Plan Sponsor. The Deferred Compensation Plan will permit
salaried employees of the Corporation who elect to participate
therein to defer receipt of a portion of their annual salary, or,
if applicable, their incentive compensation, until their
retirement. The Plan, as amended, is effective January 1, 1978
and will continue in effect from year to year thereafter unless
previously terminated or modified by the Corporation. All
existing agreements under prior deferred compensation plans or
individual contracts with employees are unaffected hereby, except
that the provisions of Section 7 hereof shall apply to all
existing agreements. Participation in the Plan shall be at the
sole discretion of each eligible employee.
All salaried employees are entitled to participate in
the Plan. Election to participate shall be evidenced by a
deferred compensation agreement, executed by the respective
participant and the Corporation, prior to January 1st of the
first year of deferral, or, in the case of a participant in the
Corporation's Annual Executive Incentive Plan (the "AEIP"), prior
to the commencement of the first performance period to which the
election is to be effective, except that, (i) if such participant
in the AEIP becomes eligible to participate in the AEIP during a
performance period, the agreement may be executed prior to the
first to occur of (a) the 15th day following the effective date
of his participation in the AEIP or (b) the 182nd day of the
performance period, and (ii) with respect to the AEIP performance
period commencing January 1, 1996, the agreement may be executed
prior to March 1, 1996. Agreements in effect as of January 1,
1996 covering deferral of incentive awards under the
Corporation's Annual Executive Incentive Compensation Plan do not
cover incentive awards made pursuant to the AEIP.
2. Plan Administrator.
The Plan Administrator is the Corporation.
3. Amounts Deferred.
A participant may elect to defer annually any amount
not greater than one-third of his annual salary but no deferral
will be made which would reduce salary currently payable to less
than the Social Security base as established by law from time to
time. Amounts of annual salary deferred shall be in multiples of
$500. The annual amount to be deferred thereafter may be
eliminated or may be changed, upward, or downward, by the
participant as of any January 1st upon at least 10 days prior
written notice to the Corporation. Additionally, a participant
in the AEIP may elect to defer any percentage of his incentive
compensation under the AEIP but no deferral will be made which
would reduce the total annual earnings currently payable to less
than the Social Security base as established by law from time to
time. The percentage deferred must be specified by the
participant prior to the commencement of the first performance
period to which it is to relate, except that, (i) if the
participant becomes eligible to participate in the AEIP during a
performance period, the percentage deferred may be specified by
the participant prior to the first to occur of (a) the 15th day
following the effective date of his participation in the AEIP or
(b) the 182nd day of the performance period, and (ii) with
respect to the AEIP performance period commencing January 1,
1996, the percentage deferred may be specified prior to March 1,
1996. The percentage deferred may be eliminated or may be
changed, upward, or downward, by the participant as to any future
performance period upon written notice delivered to the
Corporation at least 10 days prior to the commencement of such
future performance period. The amounts deferred will be
reflected in the Corporation's accounts as a liability in favor
of the participants. At the end of each calendar year the
Corporation will credit to such account an amount equal to the
prime interest rate from time to time established by The Chase
Manhattan Bank, N.A. on short-term borrowings, and compounded
semi-annually on the aggregate balance of the amounts deferred.
The participant will be furnished annually with a statement
showing the aggregate amount deferred and the accumulated
interest thereon.
4. Payment of Amounts Deferred.
The accumulated amount deferred and interest thereon
with respect to a participant during his employment will be paid
to him after his retirement or the termination of his employment
with the Corporation for any reason, in a lump sum within one
year following retirement or in installments in such percentages
and over such period of years (not exceeding 10) as he may elect.
Such election must be made prior to January 1st of any year
(except that, (i) in the case of a participant who is not already
participating and who becomes eligible to participate in the AEIP
during a performance period, such election may be made prior to
the first to occur of (a) the 15th day following the effective
date of his participation in the AEIP or (b) the 182nd day of the
performance period, and (ii) with respect to the AEIP performance
period commencing January 1, 1996, said election may be made
prior to March 1, 1996) with respect to amounts to be deferred
thereafter, and may be changed only in accordance with the
provisions of Section 7 hereof. If he elects payment over a
period of years, he also will be paid annually, upon retirement,
or termination of employment, amounts equal to such interest on
the remaining balance of the accumulated amount deferred. In the
event of the participant's death, payment shall be made to his
estate or the beneficiary designated by him. Notwithstanding any
other provisions of the Plan, the Corporation reserves the right
to pay the accumulated amount deferred in one lump sum within a
year if participant's employment is terminated by the Corporation
prior to retirement.
5. Other Provisions.
The Corporation has reserved the right to terminate or
modify the Plan 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 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.
6. Funding.
There will be no funding of any amounts to be paid
pursuant to this Plan; provided, however, that the Corporation,
in its discretion, may establish a trust to pay such amounts,
which trust shall be subject to the claims of the Corporation's
creditors in the event of the Corporation's bankruptcy or
insolvency; and provided, further, that the Corporation shall
remain responsible for the payment of any such amounts which are
not so paid by any such trust.
7. Change in Payment Election.
A participant may change, but only with the
Corporation's consent, his election of payment terms by executing
a new Pay-back Schedule. However, no such change shall be
effective during the one-year period beginning with the day the
participant executes the new Pay-back Schedule. If, during such
one-year period, the participant becomes entitled to receive a
payment or payments under the Plan pursuant to his last effective
payment terms election, said last effective payment terms
election shall remain in full force and effect and the new
election shall be null and void.
On December 8, 1995, the Board of Directors of the Corporation
adopted a resolution providing that in order to be eligible to
participate in the Corporation's Deferred Compensation Plan for
Salaried Employees, a salaried employee would have to be an
officer of the Corporation or have a salary grade level of at
least 18. No hourly paid employees are eligible to participate.