EXHIBIT (10)(o)
EXHIBIT (10)(o)
TABLE OF CONTENTS
Page
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Amount of Supplemental Executive
Retirement Income . . . . . . . . . . . . . . . . . . . . . . . 2
Estimating Your Supplemental
Executive Retirement Income . . . . . . . . . . . . . . . . . . 4
Early Retirement. . . . . . . . . . . . . . . . . . . . . . . . . 5
Pre-Retirement Surviving Spouse Benefit . . . . . . . . . . . . . 5
Post-Retirement Optional Payment Methods. . . . . . . . . . . . . 6
Termination of Service. . . . . . . . . . . . . . . . . . . . . . 6
Disability Pension Supplement . . . . . . . . . . . . . . . . . . 7
TEXT OF PENSION PLAN FOR EMPLOYEES
DEFINITIONS - SECTION I . . . . . . . . . . . . . . . . . . . . . 9
ELIGIBILITY - SECTION II. . . . . . . . . . . . . . . . . . . . .11
DETERMINATION OF PREFERENCE
SERVICE - SECTION III . . . . . . . . . . . . . . . . . . . . . .11
RETIREMENT - SECTION IV . . . . . . . . . . . . . . . . . . . . .13
SUPPLEMENTAL EXECUTIVE
RETIREMENT INCOME - SECTION V . . . . . . . . . . . . . . . . . .13
PROVISIONAL PAYEE OPTIONS AND
PRE-RETIREMENT SURVIVING SPOUSE
BENEFIT - SECTION VI. . . . . . . . . . . . . . . . . . . . . . .19
TERMINATION OF SERVICE -
SECTION VII . . . . . . . . . . . . . . . . . . . . . . . . . . .20
FORFEITURE - SECTION VIII . . . . . . . . . . . . . . . . . . . .20
NON-ALIENATION OF BENEFITS -
SECTION IX. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
LIMITATION OF RIGHTS - SECTION X. . . . . . . . . . . . . . . . .21
ADMINISTRATION OF SUPPLEMENTAL
PLAN - SECTION XI . . . . . . . . . . . . . . . . . . . . . . . .22
AMENDMENT, MODIFICATION OR
TERMINATION OF THE SUPPLEMENTAL
PLAN - SECTION XII. . . . . . . . . . . . . . . . . . . . . . . .22
CONSUMERS POWER COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
INTRODUCTION
The description on the following pages is a summary of the Supplemental
Executive Retirement Plan for Consumers Power Company amended as of
November 1, 1990 and explains in general terms the principal features of
the Plan. For your convenience, the complete text of the Plan is also
included in this booklet if you should wish to review it in greater
detail. If you wish further clarification of the terms of the Plan, you
may contact the Chairman of the Retirement Board, Consumers Power Company,
212 West Michigan Avenue, Jackson, Michigan 49201 or call (517) 788-1030.
This description uses certain terms which are defined in the Pension Plan
of Consumers Power Company which is not contained in this booklet. When
used, these terms are capitalized.
IF THERE ARE ANY INCONSISTENCIES BETWEEN THE PLAN LANGUAGE AND STATEMENTS
APPEARING IN THE SUMMARY PORTION OF THIS BOOKLET OR MADE BY ANY PERSON,
THE ACTUAL PROVISIONS OF THE PLAN SHALL GOVERN.
ELIGIBILITY
Officers and other executives in Salary Grades E-1 and above.
SERVICE
For each month of actual service, in the first 10 years of service in
Grade E-1 and above, you will be credited with an additional month of
service.
After the first 10 years of executive service, additional months of actual
service will be added to the base of 20 years.
For example, if all years of service are at that level, your service will
be credited as:
8 years of service = 16 years
10 years of service = 20 years
15 years of service = 25 years
25 years of service = 35 years
EARNINGS
Awards under the Executive Incentive Compensation Plan and amounts
deferred under the Executive Salary Deferral Program are added to your
regular salary to determine the best 5 years of Earnings.
AMOUNT OF SUPPLEMENTAL
EXECUTIVE RETIREMENT INCOME
Your supplemental executive retirement income will be based on Final Pay x
Service Percentage less Social Security component and less Retirement
Income from the Company's Pension Plan.
FINAL PAY
Monthly average of 5 highest years of Earnings.
SERVICE PERCENTAGE
2.1% for each of first 20 years of combined years
of service.
1.4% for each of next 15 years of combined years
of service.
SOCIAL SECURITY OFFSET
The lesser of (1) .5% for each year of combined service times 1/12th of
your "Final Average Compensation" up to "Covered Compensation" (as those
terms are used in Section 401(1) of the Internal Revenue Code), (2) 1/2 of
the benefit that would be provided prior to the application of the offset,
with respect to your Final Pay up to Covered Compensation, or (3) the
maximum offset allowed under Section 401(1) of the Internal Revenue Code.
PENSION PLAN RETIREMENT INCOME
Calculated under Pension Plan and as may be limited by law for that Plan.
ESTIMATING YOUR SUPPLEMENTAL
EXECUTIVE RETIREMENT INCOME
For an executive with 20 years of service (including 10 years of executive
service), with the following earnings, a monthly Social Security Covered
Compensation of $1,527, retiring at age 65 during 1990, the monthly
Supplemental Executive Retirement Income payable at Normal Retirement Age
(age 65 for this example) would be:
5 Highest Yrs Exec Incentive
Reg Salary Comp Award Total
- ------------ -------------- ---------
$ 80,000 $ 8,000 $ 88,000
90,000 9,000 99,000
100,000 10,000 110,000
110,000 11,000 121,000
120,000 12,000 132,000
--------
$550,000
60
--------
Final Executive Pay $ 9,166
Service Percentage (20 yrs = 30 yrs) x 56%
--------
$ 5,133
Social Security - $1,527 x .50%
x 30 yrs - 229
--------
TOTAL MONTHLY RETIREMENT BENEFIT $ 4,904
Retirement Income from Pension Plan - 3,369
--------
Monthly Supplemental Executive
Retirement Income $ 1,535
========
EARLY RETIREMENT
You may elect to retire on the first day of the month which is 10 years
before your Normal Retirement Date or the first day of any month
thereafter.
Supplemental Executive Retirement Income is reduced by 5% for each year
you elect to retire which is more than three years before your Normal
Retirement Date.
If Normal Retirement Date is 65
Examples: Age 55 - 65% of computed benefit
Age 60 - 90% of computed benefit
PRE-RETIREMENT SURVIVING
SPOUSE BENEFIT
If you die before the first of the month which is ten years before your
Normal Retirement Date and if you are vested, your spouse will receive
under the Pre-Retirement Surviving Spouse Benefit a 50% benefit for life
beginning on the first day of the month following the date which would
have been ten years before your Normal Retirement Date.
If you die after the first day of the month which is ten years before your
Normal Retirement Date while employed, your spouse will receive under the
Pre-Retirement Surviving Spouse Benefit a 50% benefit for life beginning
on the first of the following month.
POST-RETIREMENT OPTIONAL
PAYMENT METHOD
Your election under the Pension Plan also applies to this Plan, i.e.,
(a) 100% survivor option, (b) 50% survivor option, (c) 10-year certain
option.
When you retire, the Retirement Board may decide to pay you the present
value of your Supplemental Executive Retirement Income in a single sum.
On your death your beneficiary (with the agreement of the Retirement
Board) may elect to receive the present value of payments, or the normal
monthly payments under the option you had selected.
TERMINATION OF SERVICE
You will be vested only after completing 5 years of actual service.
If your service is terminated before your earliest possible Early
Retirement Date (the date which precedes your Normal Retirement Date by
ten years) but you are vested, you may elect monthly payments to begin on
the first day of any month on or after the date which precedes your Normal
Retirement Date by ten years, with an actuarial reduction. Example: Age
55 (assuming Normal Retirement Date of age 65) - 38.3% of computed amount,
instead of 65%, if you had retired directly from service with the Company.
DISABILITY PENSION SUPPLEMENT
If because of total disability you do not accumulate Accredited Service
under the Company's Pension Plan, you will be eligible to receive a
supplement to your Retirement Income and Supplemental Executive Retirement
Income as if Accredited Service and Preference Service were credited
during the period of disability and by adjusting your Final Executive Pay
to reflect the effects of inflation.
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN FOR EMPLOYEES OF
CONSUMERS POWER COMPANY
INTRODUCTION
The objective of the Supplemental Executive Retirement Plan (hereinafter
referred to as the "Supplemental Plan") is to attract and motivate top
level executives, including those recruited in mid- or late-career whose
normal pension would result in inadequate compensation, by providing
additional retirement income to supplement that provided by the Pension
Plan of the Company.
The Supplemental Executive Retirement Plan became effective on January 1,
1982 and is applicable to all employees of the Company who are eligible in
accordance with the provisions of this Supplemental Plan.
This instrument describes the Supplemental Plan for employees who retire,
die or whose services are terminated on or after November 1, 1990. The
rights of employees who, prior to November 1, 1990, retired, died or whose
services were terminated are governed by the provisions of the instrument
in effect at such time. This Supplemental Plan is an unfunded, unsecured
promise to pay benefits at a later date. Subject to the provisions of
this Supplemental Plan, Participants have no greater rights than the
general creditors of the Company.
SECTION I. DEFINITIONS
Whenever used in this Supplemental Plan, the following terms shall have
the respective meanings set forth below, unless the context clearly
indicates otherwise. The definitions set forth in Section 1 of the
Pension Plan are hereby adopted and made a part of this Supplemental Plan.
"Accrued Means the Supplemental Executive Retirement Income
Supplemental beginning at Normal Retirement Date which would be
Executive payable to a Participant at the rates provided in
Retirement subsection 1 Section V, on the basis of his Accredited
Income" Service and Preference Service rendered to the date of
computation.
"Disability Means the pension supplement, provision for which is made
Service in Section V, subsection 9 of this Supplemental Executive
Pension Retirement Plan.
Supplement"
"Executive Means the annual amount, if any, awarded the Participant
Incentive under the Executive Incentive Compensation Plan of the
Compensation" Company.
"Final Means 1/12th of the average of the Earnings plus Executive
Executive Incentive Compensation earned (if any) of a Participant,
Pay" for his 5 years of highest totals of Earnings plus
Executive Incentive Compensation (if any) earned (received
or allocated and deferred), of his Accredited Service, (or
the average of his monthly Earnings plus such Executive
Incentive Compensation earned over his Accredited Service
if the Participant has fewer than 5 years of Accredited
Service).
For purposes of determining Final Executive Pay, Earnings
shall include amounts, if any, which would have been
included in Earnings, for such years, in the absence of a
written agreement between the Participant and the Company
to defer payment of such amounts until a later date(s).
"Participant" Means an employee of the Company included in the
Supplemental Plan pursuant to Section II.
"Plan" or Means the Pension Plan for Employees of Consumers Power
"Pension Company, as amended.
Plan"
"Preference Means the period of service credited to a Participant
Service" pursuant to Section III.
"Supplemental Means the monthly retirement income provided for by this
Executive Supplemental Plan.
Retirement
Income"
"Supplemental Means the Supplemental Executive Retirement Plan as it is
Plan" described in this instrument.
The masculine pronoun wherever used herein shall mean or include the
feminine pronoun.
SECTION II. ELIGIBILITY
1. Employees included on January 1, 1982. Each officer or other
executive of the Company in Salary Grades E-1 and above on January 1,
1982, who is eligible for inclusion in the Pension Plan on that date, will
be included in the Supplemental Plan as of January 1, 1982.
2. Employees included after January 1, 1982. Each officer or other
executive of the Company who is eligible for inclusion in the Pension Plan
and is appointed to a position at Salary Grade E-1 or above after
January 1, 1982, will be included in the Supplemental Plan on the first
day of the month after he assumes such a position.
SECTION III. DETERMINATION OF
PREFERENCE SERVICE
1. Preference Service. Each Participant shall be credited with one month
of Preference Service for each month of Accredited Service credited to him
under the Pension Plan for the first 10 years during which he holds a
position at Salary Grade E-1 or above; provided, however, Preference
Service will be reduced by the amount (if any) by which the total period
of Preference Service when added to the total period of Accredited Service
exceeds 35 years.
2. Transfers to or from Affiliated Companies. In the case of the
transfer of a Participant to any company now affiliated or associated with
the Company which has at the time of transfer a pension plan with
substantially the same terms as the Pension Plan, and a supplemental plan
with substantially the same terms as this Supplemental Plan, such
Participant, if and when he commences to receive retirement income under
the pension plan of the company to which he transferred, should also
receive supplemental executive retirement income from that company based
upon the Earnings and Executive Incentive Compensation received from the
Company as if such Earnings and Executive Incentive Compensation had been
received from the company to which the Participant transferred.
In the case of the transfer to this Company of any participant employed by
any company now affiliated or associated with the Company which has at the
time of transfer a pension plan with substantially the same terms as the
Pension Plan, and a supplemental plan with substantially the same terms as
this Supplemental Plan, such Participant, if and when he commences to
receive Retirement Income under the Pension Plan, will also receive
Supplemental Executive Retirement Income from the Company based upon the
earnings and executive incentive compensation received from the company
from which he transferred as if such earnings and executive incentive
compensation were Earnings and Executive Incentive Compensation received
from the Company.
In the event of a transfer or transfers as set forth above, the right of
the Participant to receive benefits under this Supplemental Plan or a
supplemental plan with substantially the same terms maintained by an
affiliated or associated Company will be suspended until such time as the
Participant commences to receive supplemental executive retirement income
under such other plan or the Participant commences to receive Supplemental
Executive Retirement Income under this Plan, at which time the Participant
shall receive all supplemental executive retirement income and
Supplemental Executive Retirement Income to which the Participant is
entitled under this plan or a plan maintained by an affiliated or
associated Company.
SECTION IV. RETIREMENT
Retirement dates for the purposes of this Supplemental Plan shall be the
same as set forth in the retirement provisions of the Pension Plan.
SECTION V. SUPPLEMENTAL
EXECUTIVE RETIREMENT INCOME
While the Company hopes and expects to continue the Supplemental Plan
indefinitely, it reserves the right to terminate or modify it at any time.
1. Normal or Deferred Supplemental Executive Retirement Income. The
monthly Supplemental Executive Retirement Income payable to a Participant
who, at Normal Retirement Date or a Deferred Retirement Date, retires on
or after November 1, 1990, pursuant to the provisions of the Pension Plan
from the service of the Company, will be an amount equal to the product of
the Participant's Final Executive Pay times the sum of the percentages
determined below, minus (i) a portion of the Participant's estimated
primary Social Security benefit, as determined pursuant to the Pension
Plan, equal to the lesser of (1) .5% multiplied by 1/12th of the
Participant's "Final Average Compensation" up to "Covered Compensation"
(as those terms are used in Section 401(1) of the Internal Revenue Code)
for each year of Accredited Service and Preference Service, (2) 1/2 of the
benefit that would be provided prior to the application of the offset,
with respect to Participant's Final Pay up to Covered Compensation, or
(3) the maximum offset allowed under Section 401(1) of the Internal
Revenue Code, and (ii) the Retirement Income provided by the Pension Plan:
2.1% for each of the first 20 years of Accredited Service and Preference
Service.
1.4% for each of the next 15 years of Accredited Service and Preference
Service.
2. Early Supplemental Executive Retirement Income. The monthly
Supplemental Executive Retirement Income payable to a Participant who, on
an Early Retirement Date, retires from the service of the Company, will be
the amount of his Accrued Supplemental Executive Retirement Income on the
date his retirement commences, reduced by 5/12th of 1% for each month by
which his Early Retirement Date precedes his Normal Retirement Date by
more than 36 months.
3. Limitation as to Months for which Payment may be Made. The Company
shall pay to a Participant, or to his Provisional Payee, if applicable,
Supplemental Executive Retirement Income in the amount determined pursuant
to this Supplemental Plan only for a month in which the Participant or his
Provisional Payee is entitled to receive Retirement Income under the
provisions of the Pension Plan. Payment of Supplemental Executive
Retirement Income shall terminate when payment of Retirement Income is
terminated pursuant to the Pension Plan.
4. The payments provided for in this Supplemental Plan shall be made by
the Company at such times as required under this Supplemental Plan;
provided, however, that while the Company hopes and expects to make the
payments provided for this Plan, such payment is not guaranteed.
5. The Company may establish a fund, as part of the general assets of the
Company, to provide for the payments required under this Supplemental
Plan.
6. Maximum Permissible Retirement Income. Notwithstanding any other
provision of this Plan, if the Retirement Income payable to a retired
employee under provisions of subsection 7 of Section V of the Pension Plan
is a greater amount than permitted by section 415 of the Internal Revenue
Code to be paid by qualified plans, then such excess Retirement Income
shall be payable to such retired employee under this Plan; subject
however, to approval by the Board of Directors of the Company for each
such employee.
7. Single Sum Payment. The Retirement Board, after discussion with a
retiring Participant, may pay in a single sum to such Participant, who
retires on or after February 1, 1991, at the time of the Participant's
retirement with benefits under the Pension Plan, the present value of the
Participant's Supplemental Executive Retirement Income. The present value
of that part of the Participant's Supplemental Executive Retirement Income
which represents payment to make up Retirement Income lost under the
Pension Plan because of the Maximum Retirement Income provision thereof
(Section V, subsection 6 of the Plan), will not be paid in a lump sum
unless the Participant has elected to receive a single sum payment under
the Pension Plan. The present value will be actuarially determined using
the Pension Benefit Guaranty Corporation Immediate Annuity Rate, as of the
date of the distribution, increased to 120% for distributions over
$25,000. The discussion with a retiring Participant is for the purpose of
assuring the Retirement Board of accurate current information for use in
making its independent decision as to whether or not to make payment in a
single sum. In making its independent decision, the Retirement Board may
take into account any financial hardship of the Participant, the health or
disability of the Participant, and/or any other factor it considers
relevant. The decision of the Retirement Board shall be in the sole
discretion of said Board and shall be final, binding and conclusive.
Discussion with respect to such a payment and the decision with respect
thereto will take place at least three months before Early Retirement
Date, Normal Retirement Date or Deferred Retirement Date.
8. Retired Participants. The Supplemental Executive Retirement Income of
retired Participants may be increased from time to time by such reasonable
amounts as determined by the Board of Directors of the Company, to counter
the effects of inflation, provided that the percentage amount of such
increases will be made uniformly for all retired Participants, or for
retired Participants within such reasonable classes, as may be determined
by the Board of Directors.
9. Disability Service Pension Supplement. If a Participant is totally
disabled (unable to perform the Participant's regular job because of
disease or injury) and, as a result, fails to accumulate Accredited
Service under the Pension Plan for some period of time (Disability
Service), a Disability Service Pension Supplement will be calculated and
paid as if Accredited Service and applicable Preference Service were
credited during such period subject to the following:
A. The Participant must have retired with Retirement Income under the
Pension Plan.
B. The period of Disability Service begins when the Participant stops
accumulating Accredited Service under the Pension Plan as a result
of the Participant's total disability, provided that the Participant
has not undertaken other employment.
C. The period of Disability Service ends when the Participant first:
1. Begins again to accumulate Accredited Service under the Pension
Plan,
2. Undertakes other employment,
3. Retires on an Early Retirement Date, or,
4. Attains the Participant's Normal Retirement Date.
D. The "Final Executive Pay" of the Participant, for purposes of
determining the Disability Pension Supplement only, will be
calculated as if the Participant were earning during the period of
Disability Service the sum of (1) the Participant's last monthly
rate of basic earnings prior to the period of Disability Service,
and (2) 1/12th of the average of the Executive Incentive
Compensation (if any) earned (received or allocated and deferred)
for the five years of Accredited Service immediately preceding the
period of Disability Service (or the monthly average of Executive
Incentive Compensation earned over the Participant's Accredited
Service if the Participant has fewer than five years of Accredited
Service), increased or decreased each July 1, following the
beginning of the Participant's period of Disability Service,
according to the change in the Bureau of Labor Statistics Consumer
Price Index (CPI-W) for the preceding 12-month period of Disability
Service (or lesser period of Disability Service, if applicable).
However, no July 1 increase will exceed an amount which could result
in an increase greater than a 5% compounded annual increase since
the beginning of the Participant's period of Disability Service, nor
in a reduction in the Participant's Final Executive Pay to an amount
less than the Participant's Final Executive Pay prior to the period
of Disability Service. For purposes of this provision, the Consumer
Price Index for the second month previous to any measurement date
will be deemed to be in effect on such date.
E. The amount of the Disability Service Pension Supplement is the
Supplemental Executive Retirement Income, calculated using Final
Executive Pay as determined in Section V, subsection 9.D above, and
giving credit for Accredited Service and applicable Preference
Service for any period of Disability Service, less:
1. The Supplemental Executive Retirement Income calculated without
regard to the Disability Service Pension Supplement,
2. The Retirement Income provided by the Pension Plan, and
3. Any amount paid to a retired Participant for lost benefits under
the Pension Plan, for the period of Disability Service, under an
insurance policy, the premiums for which were paid in whole or
in part for CMS Energy Corporation or any of its directly or
indirectly wholly-owned subsidiaries.
F. Payments will begin as of the latter of:
1. The Participant's Normal Retirement Date.
2. The first day of the month following the cessation of any Long
Term Disability payments pursuant to any plan or insurance
policy, the premiums for which were paid in whole or in part by
CMS Energy Corporation, or any of its directly or indirectly
wholly-owned subsidiaries.
SECTION VI. PROVISIONAL PAYEE OPTIONS AND PRE-RETIREMENT SURVIVING SPOUSE
BENEFIT
1. Post-Retirement. The provisions of Section VI of the Pension Plan,
pertaining to Provisional Payee Options are adopted as part of this
Supplemental Plan and any option which is elected by or otherwise
applicable to a Participant under the Pension Plan will be identically
applicable under the provisions of this Supplemental Plan. A Participant
may not have a Provisional Payee Option under this Supplemental Plan which
differs from such option or options elected by or otherwise applicable to
him under the Pension Plan. Nevertheless, a Provisional Payee may elect,
upon the death of the Participant and the agreement of the Retirement
Board, to then receive the present value of the amount of the payments to
which he otherwise would be entitled, as determined by the Retirement
Board using such actuarial tables and interest assumptions as may be
adopted for this purpose by the Retirement Board and in use at the time of
the Participant's death.
2. Pre-Retirement Surviving Spouse Benefit. Provisions of Section VI,
subsection 2 of the Pension Plan of Consumers Power Company pertaining to
Pre-Retirement Surviving Spouse Benefits are adopted as part of this
Supplemental Plan.
SECTION VII. TERMINATION OF SERVICE
If the services of a Participant included in the Supplemental Plan
terminate for any reason other than death, or transfer to an affiliated or
associated company as provided by subsection 2 of Section III of this
Supplemental Plan, or retirement as provided by Section IV of the Pension
Plan, and if the Participant is later entitled to receive Retirement
Income pursuant to Section VII of the Pension Plan, then, the Participant
will be eligible at the same time to receive Supplemental Executive
Retirement Income pursuant to the provisions of this Supplemental Plan.
If the Accrued Retirement Income is actuarially reduced because of retire-
ment at an Early Retirement Date, the Accrued Supplemental Executive
Retirement Income will be reduced by an identical percentage.
SECTION VIII. FORFEITURE
A Participant who is discharged by the Company for cause, or an employee
who is subsequently convicted of any felony committed while in the course
of his employment with the Company, which felony involved theft, malicious
destruction or misuse of the property of the Company or the embezzlement
or misapplication of the funds of the Company, or who makes an admission
in writing of the commission of such felony, shall be ineligible for and
forfeit Supplemental Executive Retirement Income.
SECTION IX. NON-ALIENATION OF BENEFITS
No benefit under the Supplemental Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, renunciation, or reduction and any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge, renounce, or
reduce the same shall be void, nor shall any such benefit be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or
torts of the person entitled to such benefit.
If any Participant or retired Participant or any Provisional Payee under
the Supplemental Plan is adjudicated bankrupt or attempts to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge, renounce, or
reduce any benefit under the Supplemental Plan, except as specifically
provided in the Supplemental Plan, then such benefit shall cease and
terminate and in that event the Retirement Board shall hold or apply the
same or any part thereof to or for the benefit of such Participant or
retired Participant or Provisional Payee in such manner as the Retirement
Board may think proper, provided the Retirement Board shall not act in any
manner as would perpetuate the alienations prohibited by this Section.
SECTION X. LIMITATION OF RIGHTS
Neither the establishment of this Supplemental Plan, nor any modification
thereto, nor the payment of any benefits, shall be construed as giving to
any Participant, other employee, or other person any legal or equitable
rights against the Company, or any officer or employee thereof, or the
Retirement Board, except as herein provided. Under no circumstances shall
the terms of employment of any employee be modified or in any way affected
hereby. Inclusion under the Supplemental Plan will not give any
Participant or any Provisional Payee any right to claim a Supplemental
Executive Retirement Income except to the extent such right is specifi-
cally fixed under the terms of the Supplemental Plan. Subject to the
provisions of this Supplemental Plan and the Supplemental Executive
Retirement Trust the Participant shall have no rights greater than those
of a general, unsecured creditor of the Company.
SECTION XI. ADMINISTRATION
OF SUPPLEMENTAL PLAN
The general administration of this Supplemental Plan shall be placed in
the Retirement Board provided for in the Pension Plan and the provisions
of Section XII of the Pension Plan will govern the administration of this
Supplemental Plan as far as applicable.
The claim procedure of this Supplemental Plan shall be the same as the
claim procedure provided in the Pension Plan.
SECTION XII. AMENDMENT, MODIFICATION OR TERMINATION OF THE SUPPLEMENTAL
PLAN
This Supplemental Plan may be amended, modified or terminated at any time
by action of the Board of Directors of the Company.
IN WITNESS WHEREOF, execution is hereby affected this 1st day of November
1990.
CONSUMERS POWER COMPANY
William T. McCormick, Jr.
------------------------------
Chairman of the Board
ATTEST:
Thomas A. McNish
- ----------------
Secretary