EXHIBIT 10(g)
FPL GROUP, INC.
EXECUTIVE LONG TERM DISABILITY PLAN
Effective January 1, 1995
FPL GROUP, INC.
EXECUTIVE LONG TERM DISABILITY PLAN
TABLE OF CONTENTS
PARAGRAPH PAGE
INTRODUCTION
ARTICLE I
DEFINITIONS
1.01 Board ................................................... 1
1.02 Class A Executive ....................................... 2
1.03 Code .................................................... 2
1.04 Committee ................................................ 2
1.05 Disability .............................................. 2
1.06 Disability Leave of Absence .............................. 2
1.07 Disability Waiting Period ................................ 2
1.09 Effective Date ........................................... 2
1.10 Employee Benefit Plans Administrative Committee .......... 2
1.11 Employer ................................................ 2
1.12 Ending Monthly Base Pay ................................. 2
1.13 Ending Monthly Bonus Pay ................................. 2
1.14 Group .................................................... 3
1.15 Group LTD Plan ........................................... 3
1.16 Monthly Base Pay ........................................ 3
1.17 Participant .............................................. 3
1.18 Pension Plan ............................................ 3
1.19 Physician ............................................... 3
1.20 Plan ..................................................... 3
1.21 Plan Year ................................................ 3
1.22 Primary Social Security Disability Award ................ 3
1.23 Worker's Compensation .................................... 3
TABLE OF CONTENTS
(continued)
PARAGRAPH PAGE
ARTICLE II
PARTICIPATION
2.01 Eligibility ............................................. 3
2.02 Termination of Membership ............................... 3
ARTICLE III
DETERMINATION OF DISABILITY
3.01 Determination of Disability ............................. 4
3.02 Physician's Statement ................................... 4
3.03 Application for Group Long Term Disability Benefit ...... 4
3.04 Pre-existing Condition Exclusion ....................... 4
3.05 Other Exclusions ....................................... 5
3.06 Continuing Eligibility ................................. 5
ARTICLE IV
DISABILITY BENEFITS
4.01 Primary Disability Benefit .............................. 5
4.02 Benefits for Class A Executives ......................... 5
4.03 Disability Benefit Offset ............................... 5
4.04 Disability Benefit Duration ............................. 6
ARTICLE V
ADMINISTRATION
5.01 Administration ......................................... 6
5.02 Exculpatory Provisions .................................. 7
5.03 General Fiduciary Duties ................................ 7
5.04 Actions of Fiduciaries .................................. 7
5.05 Delegation of Fiduciary Responsibility ................. 8
5.06 Advisors ............................................... 8
5.07 Claims Procedure ........................................ 8
5.08 Rules and Decisions .................................... 9
TABLE OF CONTENTS
(continued)
PARAGRAPH PAGE
ARTICLE VI
AMENDMENTS AND TERMINATION
6.01 Amendments .............................................. 9
6.02 Right to Terminate ...................................... 9
6.03 Successor Company ....................................... 9
ARTICLE VII
MISCELLANEOUS
7.01 Nonguarantee of Employment .............................. 9
7.02 Governing Laws .......................................... 10
7.03 No Requirement to Fund .................................. 10
FPL GROUP, INC.
EXECUTIVE LONG TERM DISABILITY PLAN
THIS EXECUTIVE LONG TERM DISABILITY PLAN (the "Plan") is
adopted this 12th day of December, 1994.
W I T N E S S E T H T H A T:
WHEREAS, FPL Group, Inc. has previously adopted the Long Term
Disability Plan for Employees of FPL Group, Inc. and Its Affiliates
(the Group LTD Plan), which plan provides for varying levels of
disability benefits for employees of FPL Group, Inc., Florida Power & Light
Company and certain other participating affiliates of FPL Group, Inc.; and
WHEREAS, the Group LTD Plan provides disability benefits in the event
of a permanent and total disability; currently defined in the Group LTD Plan
as the inability of a participant, due to injury or disease, to perform the
duties of any occupation for which he may be reasonably qualified by virtue
of his or her education or training; and
WHEREAS, benefits under the Group LTD Plan are funded through the
Employee Welfare Benefit Plans Trust, a trust which is intended to satisfy
the requirements of Section 501(c)(9) of the Internal Revenue Code of 1986
(the Code) and is therefore subject to a requirement that compensation used
to determine the benefits provided under a plan funded through such a trust
be limited to $150,000 (adjusted as provided in the Code); and
WHEREAS, the Company desires to establish a long term disability plan
for the benefit of certain officers of the Company and of its affiliates to
provide additional disability benefits, to be determined solely with
reference to the occupation held by the participant immediately prior to the
disability and determined without regard to limitations on compensation
imposed on the Group LTD Plan by the Code;
NOW, THEREFORE, the Executive Long Term Disability Plan
set forth herein is hereby adopted as of the Effective Date.
ARTICLE I
DEFINITIONS
1.01 "Board"shall mean the Board of Directors of FPL Group, Inc.
1.02 "Class A Executive" shall mean an Employee who is designated for
purposes of this Plan as such by the Compensation Committee.
1.03 "Code"shall mean the Internal Revenue Code of 1986, as amended.
1.04 "Committee" shall mean the Compensation Committee of the Board or
any such other committee designated by the Board, which shall
consist of at least three members of the Board each of whom are not
employees of Group or any of its subsidiaries.
1.05 "Company" shall mean FPL Group, Inc.
1.06 "Disability" shall mean, with respect to any Participant, total
disability commencing during the period such person is both an
Eligible Individual and a Participant which, for any reason
results in the Participant being unable to perform all of the
essential duties of his or her regular occupation.
1.07 "Disability Leave of Absence" shall mean the absence from
the service of the Employer of a Participant. A
Disability Leave of Absence shall begin as of the date the
Participant became Disabled, and shall terminate as of the
date on which such Participant is determined to be
ineligible, or no longer eligible, for Disability benefits
under this Plan. Notwithstanding anything to the contrary
in this Plan, an individual shall not be deemed to be an
employee for any reason during a Disability Leave of Absence.
1.08 "Disability Waiting Period" shall mean five consecutive
months of continuous Disability beginning with the first
day of a Participant's Disability Leave of Absence.
1.09 "Effective Date" shall mean January 1, 1995.
1.10 "Employee Benefit Plans Administrative Committee (EBPAC)" shall
mean the committee appointed by the Vice President of Human
Resources of Group to administer and interpret the Plan.
1.11 "Employer" shall mean Group, Florida Power & Light Company
and any other subsidiary of Group approved for
participation in this Plan.
1.12 "Ending Monthly Base Pay" shall mean the Monthly Base Pay
rate in effect for a Participant in the month prior to the
month in which his or her Disability Leave of Absence commences.
1.13 "Ending Monthly Bonus Pay" shall mean the Ending Monthly
Base Pay of a Participant, plus one-twelfth of the
targeted bonus established for such Participant under the
Annual Incentive Plan maintained by the Employer.
1.14 "Group" shall mean FPL Group, Inc.
1.15 "Group LTD Plan" shall mean the Long Term Disability Plan for
Employees of FPL Group, Inc. and Its Affiliates and any other plan,
contract or arrangement adopted or entered into by the Group or an
Employer which provides benefits commencing upon or as a result of
the disability of a participant.
1.16 "Monthly Base Pay" shall mean the Monthly Base Pay (as
defined in the Pension Plan) plus, to the extent not
otherwise included, (i) any salary deferred under the FPL
Group, Inc. Deferred Compensation Plan and (ii) any
amounts contributed by the Employer pursuant to a salary
reduction agreement which are not includable in the gross
income of the Participant under Code Sections 125,
402(e)(3) or 402(h). Monthly Base Pay shall not include
(a) amounts received as fringe benefits irrespective of
the includibility of such amounts on the Participant's
Form W-2 (other than salary reduction contributions
described in clause (ii) above), (b) amounts received
under the FPL Group, Inc. Long Term Incentive Plan of 1994
(whether or not such amounts were deferred under the FPL
Group, Inc. Deferred Compensation Plan). and (c) bonuses
under the Annual Incentive Plan maintained by the Employer
(whether or not such bonuses were deferred under the FPL
Group, Inc. Deferred Compensation Plan).
1.17 "Participant" shall mean an individual listed in Appendix A.
1.18 "Pension Plan" shall mean the FPL Group, Inc. Employee Pension
Plan, and any other plan, contract or arrangement adopted or
entered into by Group or an Employer, which provides benefits
commencing upon or as a result of, normal or other retirement.
1.19 "Physician" shall mean a physician who is licensed and
certified as a member by the American Board of Medical
Specialties in his or her particular specialty, which
specialty relates directly to the basis on which the
Participant is determined to have a Disability.
1.20 "Plan" shall mean the FPL Group, Inc. Executive Long Term
Disability Plan, as contained herein, and as may be
amended from time to time.
1.21 "Plan Year" shall mean the calendar year.
1.22 "Primary Social Security Disability Award" shall mean the
monthly amount provided by the Social Security Administration to
a Participant for total and permanent disability benefits, exclusive
of any benefits for a spouse or dependents.
1.23 "Workers' Compensation Award" shall mean the cash benefit paid to
a Participant due to a work-related accident, regardless of fault,
under the provisions of the Florida Workers' Compensation Law or the
law of any other state or of the United States.
ARTICLE II
PARTICIPATION
2.01 Eligibility. Participants in this Plan are elected
officers of a Company who are listed in Appendix A The
Vice President of Human Resources of Group may designate
additional individuals as Participants, or terminate the
participation of a previously included individual, as he
may deem appropriate, by a revision of Appendix A.
2.02 Termination of Membership. A Participant shall cease to
be a Participant eligible for Disability Benefits as of
the first day of the month next following the earliest of
the following: the deletion of his or her name from
Appendix A, the termination of his or her status as an
elected officer; his or her death; commencement of a leave
of absence other than a Disability Leave of Absence; or
commencement of benefit payments from a Pension Plan.
ARTICLE III
DETERMINATION OF DISABILITY
3.01 Determination of Disability A determination of a
Participant's eligibility for Disability benefits shall be
made by EBPAC, in its sole and absolute discretion. Upon
EBPAC's determination that such Participant shall have
become Disabled and upon completion of the Disability
Waiting Period, the Plan shall pay the monthly Disability
benefit determined in accordance with Article IV.
3.02 Physician's Statement. A letter from a Physician must be
submitted to EBPAC stating, to the satisfaction of EBPAC,
that the Participant is Disabled and describing the nature
of the injury or sickness. EBPAC may, in its discretion,
require the Participant to submit to examination by a
Physician selected by EBPAC.
3.03 Application for Group LTD Benefit. A Participant must,
prior to receipt of Disability benefits under this Plan,
make application for long term disability benefits under
the Group LTD Plan and comply with any requirements for
the receipt of benefits thereunder.
3.04 Pre-existing Condition Exclusion. Disability benefits
shall not be payable under this Plan with respect to any
Disability arising out of or due to a pre-existing
condition. A pre-existing condition shall mean any
illness or condition for which a Participant has, or would
reasonably be expected to have had, medical treatment or
medication, at any time during the twelve month period
immediately preceding his or her employment commencement
date. A disability shall be deemed to arise out of or be
due to a pre-existing condition if EBPAC, in its sole
discretion, determines that such disability would not have
occurred, or that another illness or condition would not
have become a Disability hereunder, but for the existence
of the pre-existing condition.
3.05 Other Exclusions. Disability benefits shall not be
payable under this Plan with respect to any disability
resulting from an intentional self-inflicted injury, war
or act of war, or participation in a felony or riot.
Disability benefits shall be payable to a Participant
under this Plan with respect to a disability resulting
from mental illness, drug abuse or alcoholism only if such
Participant is confined to a licensed hospital or is a
participant in a treatment program approved by EBPAC.
3.06 Continuing Eligibility. In order to remain eligible to receive
Disability benefits under the Plan, a Participant shall submit
to physical examinations as often as EBPAC may reasonably require.
ARTICLE IV
DISABILITY BENEFITS
4.01 (a) Primary Disability Benefit. An eligible disabled
Participant shall receive monthly Disability benefit
payments in an amount equal to 60% of his or her Ending
Monthly Base Pay, adjusted each year in the manner
described below, and reduced by the offset in Section 4.03.
The monthly Disability benefit payment shall be adjusted
for increases in the cost of living as of each April 1
following a determination of disability hereunder, by
increasing the dollar amount by a percentage equal to the
lesser of (i) one-half of the average percentage change in
the Consumer Price Index (CPI-U) for the three immediately
preceding calendar years (but only if such average
percentage change is positive), or (ii) two percent.
4.02 Benefits for Class A Executives. In the case of a
Participant who is a Class A Executive, Section 4.01(a)
shall be applied by substituting the term, "Ending Monthly
Bonus Pay" for the term "Ending Monthly Base Pay".
4.03 Disability Benefit Offset. The offset referred to in
Section 4.01 shall be an amount equal to the sum of:
(i) 100% of the Participant's monthly benefit
under the Group LTD Plan, if any;
(ii) 100% of the amount provided or available as
the Participant's monthly Primary Social
Security Disability Award, to the extent such
award has not already been applied as an offset
to benefits under the Group LTD Plan; and
(iii) 100% of any amount provided or available
under Workers' Compensation Law, Occupational
Disease Law or other legislation of similar
purpose, to the extent such award has not
already been applied as an offset to benefits
under the Group LTD Plan.
For the purposes of this Section 4.03, if a lump sum
payment is made of such Participant's Social Security
Disability award or award under Worker's Compensation law,
occupational disease law or other law or act, the amount
of payment shall be divided by the number of months in the
period of time which was the time factor in computing such
payment, and the result shall be considered as the monthly
amount to be deducted from compensation paid in any month
for which benefits are payable under this Plan. The
amount of the offset shall not be increased in accordance
with any cost of living adjustments to the Participant's
Primary Social Security Disability Award or Workers'
Compensation benefits. If the amount of the Participant's
monthly Workers' Compensation benefits is reduced, the
amount of the offset applied to future disability benefit
payments shall be correspondingly reduced.
4.04 Disability Benefit Duration.
(A) Disability benefits shall begin on the first day
of the month following the later of EBPAC's
determination of the right of any Participant to
a Disability benefit under the Plan or such
Participant's satisfaction of his Disability
Waiting Period. Disability benefit payments
shall terminate as of the first day of the month
next following the earliest of the following:
(i) the date of the Participant's failure to comply
with any of the provisions of this Plan;
(ii) the date of the Participant's death;
(iii) the date benefit payments from a Pension
Plan commence;
(iv) the date the Participant is determined
by EBPAC to be no longer Disabled; or
(v) termination of payments described in
subsection (B) below.
No Disability benefits under the Plan are intended
to accrue, nor shall any Disability benefits be paid,
for the benefit of anyone other than a Participant
included in the Plan as provided in Article II.
(B) Subject to the provisions of subsection (A)
above, Disability benefits shall be paid as
follows: (i) in the case of a Participant who
is disabled prior to age 60, benefits shall be
paid until his or her attainment of age 65; (ii)
in the case of a Participant who is disabled
after age 60 but prior to age 65, benefits shall
be paid for five years; and (iii) in the case of
a Participant who is disabled after age 65 but
prior to age 70, benefits shall be paid until
his or her attainment of age 70.
ARTICLE V
ADMINISTRATION
5.01 Administration. EBPAC shall have responsibility for the
administration and interpretation of the Plan and shall
have the powers necessary to discharge its duties
hereunder. Such duties shall include, but are not limited
to, the duty to construe and interpret the Plan, and to
make all final determinations concerning eligibility for,
and the amount, manner and time of payment of Disability
benefits under the Plan.
5.02 Exculpatory Provisions. The members of EBPAC, and each
of them shall be free from all liability, joint and
several, for their acts and conduct, and for the acts and
conduct of their agents, in the administration of the
Plan, and Group shall indemnify and hold each of them
harmless from any and all liability for their acts and
conduct, or the acts or conduct of their agents, in their
official capacity, to the fullest extent permitted or
authorized by current or future legislation or by current
or future judicial or administrative decision.
5.03 General Fiduciary Duties. Each fiduciary shall discharge
its duties with respect to the Plan in the interest of the
Participants and for defraying reasonable expenses of
administering the Plan. Each fiduciary shall also
discharge its duties with respect to the Plan with the
care, skill, prudence and diligence, under the
circumstances then prevailing, that a prudent person
acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like
character and with like aims. No fiduciary shall engage
in or cause the Plan to engage in a prohibited transaction
as such term is defined in either Section 406 of ERISA or
Section 4975 of the Code.
5.04 Actions of Fiduciaries. All fiduciaries under the Plan
shall severally (not jointly) control and manage the
operation and administration of the Plan to the extent
each is empowered or directed to do so. Any directions
given, information furnished, or action taken by any
fiduciary shall be in accordance with the provisions of
the Plan, as the case may be, authorizing or providing for
such direction, information or action. Furthermore, each
fiduciary may rely upon any such direction, information or
action of another fiduciary or advisor as being proper
under the Plan, and is not required under the Plan to
inquire into the propriety of any such direction,
information or action. It is intended under the Plan that
each fiduciary shall be responsible for the proper
exercise of its own powers and duties under the Plan and
shall not be responsible for any act or failure to act of
another fiduciary.
5.05 Delegation of Fiduciary Responsibility. Any fiduciary
under the Plan may delegate any or all of its powers or
duties. In the event of an authorized delegation, the
delegate shall become a fiduciary under the Plan and shall
assume the full burden of performing the duties or exer-
cising the powers delegated. Any fiduciary shall, after
making an authorized delegation or appointment, thereafter
be responsible only for having made an appropriate and
prudent delegation or appointment, and for changing or
revoking the delegation or appointment if the performance
of the delegate or appointee is not appropriate under the
Plan. Any fiduciary who makes a delegation of its powers
or duties shall immediately notify all other fiduciaries
under the Plan of such delegation.
5.06 Advisors. Any fiduciary under the Plan may employ one or
more persons to render advice with regard to any
responsibility such fiduciary has under the Plan. No
advisor shall be an agent of or perform any function of a
fiduciary under the Plan. The members of EBPAC and Group
and its officers and directors, shall be fully protected
with respect to any action taken or suffered by them in
good faith and in reliance upon any such agent,
accountant, actuary, auditor or counsel, and all actions
so taken or suffered shall be conclusive on each of them
and on Participants, their beneficiaries or legal
representatives, and on all other persons.
5.07 Claims Procedure. Claims for benefits under this Plan
shall be made in writing to, and determined by, EBPAC.
EBPAC shall meet no less often than once each calendar
quarter to review denied claims. EBPAC shall review any
denied claim for which a request for review is received at
the first scheduled EBPAC meeting following the receipt of
the request for review; provided that, if the request for
review is received within the 30 day period immediately
preceding the next scheduled meeting, such request shall
be reviewed at the second following EBPAC meeting, and
provided further that if special circumstances exist with
respect to a request for review which require an extension
of time to review and consider the claim, such claim shall
be reviewed no later than the third following EBPAC
meeting. In connection with such review, the claimant or
his representative may review pertinent documents and may
submit issues and comments in writing. The decision on
review shall be delivered in writing to the claimant and
shall be written in language calculated to be understood
by the claimant and shall include the specific reasons for
the decision, specific references to pertinent Plan
provisions on which the decision is based, a description
of any additional material or information necessary for
the claimant to perfect the claim and an explanation of
why such material or information is necessary. Within 90
days after receipt by a claimant of the notice of denial,
or such later time as is reasonable, taking into account
the nature of the claim and other attendant circumstances,
the claimant may file a written request with the Secretary
of EBPAC for a full and fair review of the denial. In
connection with such review, the claimant or his
representative may review pertinent documents and may
submit issues and comments in writing.
5.08 Rules and Decisions. EBPAC may adopt such rules as it
deems necessary, desirable, or appropriate. All rules and
decisions of EBPAC shall be uniformly and consistently
applied to all Participants in similar circumstances in a
non-discriminatory manner. When making a determination or
calculation, EBPAC shall be entitled to rely upon
information furnished by a Participant, Group, the legal
counsel of Group or an advisor. All interpretations,
determinations, and decisions of EBPAC with respect to any
matters hereunder shall be final, conclusive and binding
upon Group, Participants and all other persons claiming
interests under the Plan.
ARTICLE VII
AMENDMENTS AND TERMINATION
6.01 Amendments. The Vice President of Human Resources of
Group shall have the right to modify, alter or amend this
Plan and Schedule A hereto from time to time to the extent
that he or she may deem advisable; provided, however that
the Committee shall have the exclusive right to modify or
amend Sections 2.01, 4.01, 4.02 .01 of this Plan.
6.02 Right to Terminate. The Committee may terminate the Plan
at any time.
6.03 Successor Company. In the event of the dissolution,
merger, consolidation or reorganization of Group,
provision may be made by which the Plan and Trust will be
continued by the successor; and, in that event, such
successor shall be substituted for Group under the Plan.
The substitution of the successor shall constitute an
assumption of Plan liabilities by the successor and the
board of directors of the successor shall have all of the
powers, duties and responsibilities of the Board under the Plan.
ARTICLE VII
MISCELLANEOUS
7.01 Nonguarantee of Employment. Nothing contained in this Plan
shall be construed as a contract of employment between Group or
any Employer and any Executive, or as a right of any Executive to
be continued in the employment of any Employer or as a limitation
of the right of any Employer to discharge any of its employees,
with or without cause.
7.02 Governing Laws. The Plan shall be construed, interpreted
and enforced according to their terms, by the laws of the
State of Florida and all applicable federal laws.
7.03 No Requirement to Fund. Group may, but is not required
to, fund this Plan. To the extent Group has so funded the
plan, all assets of the Plan shall be invested and
reinvested in such a manner so as not to violate any duty
imposed by the Plan, by ERISA or the Code on the fiduciary
charged with investment responsibility.
IN WITNESS WHEREOF, FPL GROUP, INC. has caused this Plan
to be executed by its duly authorized officer as of this 28th day of
September, 1995.
FPL GROUP, INC.
By: L.J. KELLEHER
Title: Sr. Vice President