1
EXHIBIT (10)-3
November 21, 1994
Mr. J. W. Boston
231 West Michigan Street
Milwaukee, Wisconsin 53201
Dear Mr. Boston:
RE: SUPPLEMENTAL BENEFITS
---------------------
This letter agreement replaces in its entirety the letter agreement between us
dated December 14, 1990 and signed by you on December 16, 1990.
In consideration of your service with Wisconsin Electric Power Company
(hereinafter called the Company) and your agreement to devote your individual
best efforts to the interest of said Company in the future, it is agreed that
supplemental benefits as described in this Agreement will be provided by the
Company.
Retirement
----------
Upon your retirement at age 60 or older (or prior to age 60 with the approval
of the Chief Executive Officer and the Board of Directors of the Company), the
Company will pay a supplemental monthly retirement benefit equal to the
difference between (1) and (2) below, less the amount of the monthly vested
retirement benefits payable to you at age 65 from the Power Authority of the
State of New York (PASNY) for periods of employment prior to your employment
by the Company, where (1) and (2) are defined as follows:
(1) equals the monthly retirement benefit payable from the Management
Employees' Retirement Plan of the Company or such successor Plans as may
be adopted by the Company (hereinafter called the Plan) plus the amounts
of any actual "make whole" pension supplements due under the provisions
of Section IX(1) and (2) of the Wisconsin Energy Corporation Executive
Deferred Compensation Plan, plus any amount payable under Monthly
Benefit A under the Wisconsin Energy Corporation Supplemental Executive
Retirement Plan, and
(2) equals the monthly retirement benefit which would have been payable from
the Plan calculated without regard to any limitations imposed by
Section 415 of the Internal Revenue Code or any limitation on annual
compensation, as adjusted from time to time, imposed by
Section 401(a)(17) of such Code and under the assumptions that (i) your
participation in the Plan had commenced on the first day of the month
following your twenty-fifth birthday and continued uninterrupted
thereafter, (ii) any deferrals of base salary you elected under the
Wisconsin Energy Corporation Executive Deferred Compensation Plan were
disregarded and instead included in your compensation base for
calculating retirement income under the Plan, and (iii) the amount of
any Performance Award, Incentive Award or special award, calculated at
the time of its determination by the Board of Wisconsin Energy
Corporation had also been included in your compensation base for
calculating retirement income under the Plan.
The reduction amount with respect to benefits payable to you at age 65 under
the PASNY retirement plan shall be converted into an actuarial equivalent of a
Life Annuity Form payable at age 65 using the actuarial equivalency factors
2
under the Plan, but shall be subtracted, without any further adjustment, from
any supplemental monthly retirement benefit calculated as above set forth
whenever the same commences whether before or after your 65th birthday.
Further, such reduction amount applies to any supplemental monthly retirement
benefit calculated as above set forth and expressed as a Life Annuity Form of
benefit and shall be made prior to the application of factors applicable for
any other form of benefit available under the provisions of the Plan. Prior
to the time of retirement, you will provide the Company with certified
information regarding the PASNY benefits.
Preretirement Spouse's Benefit
------------------------------
In the event of your death while in the employ of the Company, the Company
will pay to your surviving spouse a monthly benefit equal to the difference
between (a) and (b) below, but reduced as provided below to reflect the value
of the vested retirement benefits attributable to your prior employment with
PASNY as set forth under the "Retirement" paragraph of this letter, where (a)
and (b) are defined as follows:
(a) equals the monthly spouse's benefit, if any, payable from the Plan
plus the amounts of any actual "make whole" spousal pension supplements
due under the provisions of Section IX(1) and (2) of the Wisconsin
Energy Corporation Executive Deferred Compensation Plan, plus any amount
payable under Monthly Benefit A under the Wisconsin Energy Corporation
Supplemental Executive Retirement Plan, and
(b) equals the monthly spouse's benefit which would have been payable
from the Plan calculated on all the same assumptions as set forth in
subsection (2) of the "Retirement" paragraph of this letter.
The reduction amount with respect to vested retirement benefits attributable
to your prior employment with PASNY is to be applied by reducing the monthly
surviving spouse benefit calculated as above set forth by one-half of the
dollar amount of the vested benefit which would have been offset under the
"Retirement" paragraph of this letter.
Condition of Payment
--------------------
All of the terms and conditions of the supplemental benefits provided herein
shall be subject to and shall be administered as if such supplemental benefits
were payable directly from the Plan. No supplemental benefits, other than
those specifically provided herein, shall be paid by the Company upon your
termination of employment with the Company for any other reasons.
The form of your supplemental benefits will follow the form payable to you
from the Plan. However, notwithstanding any other provision hereof, you may
at the time of your retirement make a written request to the Board of
Directors of the Company for a single lump sum payment of an amount equal to
the then present value of all supplemental benefits accrued under this letter
agreement, calculated using (i) an interest rate equal to the five-year
United States Treasury Note yield in effect on the last business day of the
month prior to the payment (as reported in the WALL STREET JOURNAL or
comparable publication), and (ii) the mortality tables then in use under the
Plan. The Board of Directors of the Company, in its sole and absolute
discretion, may grant or deny such request.
Further, upon the occurrence of a "Change in Control" of Wisconsin Energy
Corporation (as defined in Exhibit A attached to and made a part of this
letter), then notwithstanding any other provision hereof, the Company shall
3
promptly pay to you or to anyone then receiving supplemental benefits under
this letter agreement a single lump sum payment of an amount equal to the then
present value of all such supplemental benefits accrued (whether or not in pay
status and without regard to whether your employment is continuing),
calculated using the same assumptions as set forth in the immediately
preceding paragraph, with an interest rate to equal the five-year United
States Treasury Note yield in effect on the last business day of the month
prior to the date when the Change in Control occurred. If you continue in
employment and the supplemental benefits provided for in this letter continue,
appropriate provisions shall be made so that any subsequent payments under
this letter agreement are reduced to reflect the value of such lump sum
payment.
All amounts payable under this letter agreement shall be subject to all
applicable withholding taxes. The Company or its parent may establish a
grantor trust to serve as a vehicle to hold such contributions as the Company
may choose to make to pre-fund its obligations hereunder, but the trust shall
be designed so that this letter agreement remains an unfunded arrangement and
your rights to benefits under this letter agreement shall be those of an
unsecured creditor.
If the terms of this agreement are satisfactory to you, please indicate your
acceptance below.
Sincerely,
WISCONSIN ELECTRIC POWER COMPANY
By: /s/R. A. Abdoo
-----------------------------
Chairman of the Board and
Chief Executive Officer
I understand, accept and agree to all the provisions and conditions contained
in the above Agreement.
/s/John W. Boston
----------------------------------
J. W. Boston
12/7/94
----------------------------------
Date
4
EXHIBIT A
CHANGE IN CONTROL DEFINITION
For purposes of this Plan, a "change in control" with respect to
Wisconsin Energy Corporation (the "Corporation") shall mean the occurrence of
any of the following events, as a result of one transaction or a series of
transactions:
(a) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, but
excluding the Corporation, its affiliates and any qualified
or non-qualified plan maintained by the Corporation or its
affiliates) becomes the "beneficial owner" (as defined in
Rule 13d-3 promulgated under such Act), directly or
indirectly, of securities of the Corporation representing
more than 20% of the combined voting power of the
Corporation's then outstanding securities;
(b) individuals who constitute a majority of the Board of
Directors of the Corporation immediately prior to a
contested election for positions on the Board cease to
constitute a majority as a result of such contested
election;
(c) the Corporation is combined (by merger, share exchange,
consolidation, or otherwise) with another corporation and as
a result of such combination, less than 60% of the
outstanding securities of the surviving or resulting
corporation are owned in the aggregate by the former
shareholders of the Corporation;
(d) the Corporation sells, leases, or otherwise transfers all or
substantially all of its properties or assets not in the
ordinary course of business to another person or entity; or
(e) the Board of Directors of the Corporation determines in its
sole and absolute discretion that there has been a Change in
Control of the Corporation.
These Change in Control provisions shall apply to successive Changes in
Control on an individual transaction basis.