CENTRAL ILLINOIS LIGHT COMPANY
EXECUTIVE DEFERRAL PLAN
(EDP)
December 1, 1985
as amended
February 22, 1994
TABLE OF CONTENTS
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Article I - Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
Article II - Eligibility . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Selection By Committee . . . . . . . . . . . . . . . . . . . 3
2.2 Plan Agreement of Executive . . . . . . . . . . . . . . . . 3
Article III - Deferral Commitments . . . . . . . . . . . . . . . . . . 4
3.1 Minimum Deferral . . . . . . . . . . . . . . . . . . . . . . 4
3.2 Maximum Deferral . . . . . . . . . . . . . . . . . . . . . . 4
3.3 Special Deferral . . . . . . . . . . . . . . . . . . . . . 4
3.4 Withholding of Deferral Amounts . . . . . . . . . . . . . . 4
3.5 Annual Rate . . . . . . . . . . . . . . . . . . . . . . . . 4
3.6 Deferral Period . . . . . . . . . . . . . . . . . . . . . . 4
3.7 Default . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.8 Deferral Penalty In the Event
of Default . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.9 No Waiver of Default . . . . . . . . . . . . . . . . . . . . 5
3.10 Crediting of Deferral Amounts,
Company Contributions and Rollover
ESPP Amounts . . . . . . . . . . . . . . . . . . . . . . . . 5
3.11 Termination of Participation . . . . . . . . . . . . . . . . 5
Article IV - 7th-Year Distribution . . . . . . . . . . . . . . . . . . 5
4.1 7th-Year Distribution . . . . . . . . . . . . . . . . . . . 5
4.2 Supplemental Plan Agreements . . . . . . . . . . . . . . . . 5
4.3 Hardship Withdrawals . . . . . . . . . . . . . . . . . . . . 6
Article V - Retirement Benefit . . . . . . . . . . . . . . . . . . . . 6
5.1 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . 6
5.2 Rate of Interest for Retirement Benefits . . . . . . . . . . 7
5.3 Commencement of Retirement Benefits . . . . . . . . . . . . 7
5.4 Post-Retirement Plan Agreements . . . . . . . . . . . . . . 7
5.5 Amount of Retirement Benefit . . . . . . . . . . . . . . . . 8
5.6 Death Prior to Completion of
Retirement Benefits . . . . . . . . . . . . . . . . . . . . 8
Article VI - Rollover ESPP . . . . . . . . . . . . . . . . . . . . . . 8
6.1 Participants Eligible for ESPP Rollover . . . . . . . . . . 8
6.2 ESPP Vesting Credit . . . . . . . . . . . . . . . . . . . . 8
Article VII - Survivor Benefit . . . . . . . . . . . . . . . . . . . . 9
7.1 Pre-Retirement Survivor Benefit . . . . . . . . . . . . . . 9
7.2 Amount of Survivor Benefit . . . . . . . . . . . . . . . . . 9
7.3 Eligibility Requirements for
Survivor Benefits . . . . . . . . . . . . . . . . . . . . . 9
7.4 Restriction in the Event of Suicide . . . . . . . . . . . . 9
Article VIII - Termination Benefit . . . . . . . . . . . . . . . . . 10
8.1 Termination Benefits . . . . . . . . . . . . . . . . . . . 10
8.2 Termination Prior to 7 Years of Plan
Participation and Prior to Age 55 . . . . . . . . . . . . . 10
8.3 Termination after 7 Years of Plan
Participation and Prior to Age 55 . . . . . . . . . . . . . 10
Article IX - Disability Benefit . . . . . . . . . . . . . . . . . . . 11
9.1 Amount of Disability Benefit . . . . . . . . . . . . . . . 11
9.2 Commencement and Termination of
Disability Benefits . . . . . . . . . . . . . . . . . . . . 11
9.3 Maximum Age for Disability Benefits . . . . . . . . . . . . 11
Article X - Beneficiary Designation . . . . . . . . . . . . . . . . . 11
10.1 Beneficiary Designation . . . . . . . . . . . . . . . . . . 11
10.2 Change of Beneficiary Designation . . . . . . . . . . . . . 11
10.3 No Participant Designation . . . . . . . . . . . . . . . . 11
10.4 Effect of Payment . . . . . . . . . . . . . . . . . . . . . 12
Article XI - Leave of Absence . . . . . . . . . . . . . . . . . . . . 12
11.1 Paid Leave of Absence . . . . . . . . . . . . . . . . . . . 12
11.2 Unpaid Leave of Absence . . . . . . . . . . . . . . . . . . 12
Article XII - Other Benefits and Agreements . . . . . . . . . . . . . 12
12.1 Coordination With Other Benefits . . . . . . . . . . . . . 12
12.2 Restoration of Pension Benefits . . . . . . . . . . . . . . 12
Article XIII - Termination, Amendment or Modification . . . . . . . . 13
13.1 Discontinuance . . . . . . . . . . . . . . . . . . . . . . 13
13.2 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 13
13.3 Termination . . . . . . . . . . . . . . . . . . . . . . . . 13
Article XIV - Miscellaneous . . . . . . . . . . . . . . . . . . . . . 13
14.1 Unsecured General Creditor . . . . . . . . . . . . . . . . 13
14.2 Nonassignability . . . . . . . . . . . . . . . . . . . . . 14
14.3 Not a Contract of Employment . . . . . . . . . . . . . . . 14
14.4 Protective Provisions . . . . . . . . . . . . . . . . . . . 14
14.5 Terms . . . . . . . . . . . . . . . . . . . . . . . . . . 14
14.6 Captions . . . . . . . . . . . . . . . . . . . . . . . . . 14
14.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 14
14.8 Validity . . . . . . . . . . . . . . . . . . . . . . . . . 14
14.9 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . 15
14.10 Successors . . . . . . . . . . . . . . . . . . . . . . . . 15
14.11 Hostile Takeover . . . . . . . . . . . . . . . . . . . . . 15
14.12 Attorneys Fees . . . . . . . . . . . . . . . . . . . . . . 15
14.13 Late Payment Penalty . . . . . . . . . . . . . . . . . . . 15
14.14 Incompetent . . . . . . . . . . . . . . . . . . . . . . . . 15
Article XV - Administration . . . . . . . . . . . . . . . . . . . . . 16
15.1 Committee Duties . . . . . . . . . . . . . . . . . . . . . 16
15.2 Agents . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15.3 Binding Effect of Decisions . . . . . . . . . . . . . . . . 16
15.4 Indemnity of Committee . . . . . . . . . . . . . . . . . . 16
15.5 Employer Information . . . . . . . . . . . . . . . . . . . 16
15.6 Change in Payments . . . . . . . . . . . . . . . . . . . . 16
EXECUTIVE DEFERRAL PLAN
OF
CENTRAL ILLINOIS LIGHT COMPANY
Purpose
The primary purpose of the Executive Deferral Plan of Central
Illinois Light Company is to help attract and maintain high caliber employees
in high-level management positions. Directors, executive officers of the
Company and certain other key employees on the Company's management staff
(i.e., elected officers, department heads, and other key employees reporting
to executive officers) will be allowed to participate in the Executive Defer
ral Plan. Members of the management staff allowed to participate will be
those key employees who, in the opinion of the administrative committee of the
Executive Deferral Plan, contribute significantly to the health and well-being
of the Company through their leadership and managerial talents and who occupy
management positions of importance in the Company.
Article 1
Definitions
For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:
1.1 "Base Annual Salary" shall mean the yearly compensation excluding
bonuses or other fees paid to a Participant for employment services
rendered to the Employer, before reduction for compensation deferred
pursuant to this plan.
1.2 "Beneficiary" shall mean the person or persons, or the entity desig
nated by the Participant to receive any benefits payable under this
Plan upon the death of a Participant. Any Participant's Beneficiary
designation shall be made by written instrument filed with the
Committee and shall become effective only when received, accepted
and acknowledged in writing by the Committee.
1.3 "Committee" shall mean the administrative committee appointed to
manage and administer the Plan in accordance with its provisions
pursuant to Article 15.
1.4 "Company" shall mean CENTRAL ILLINOIS LIGHT COMPANY, any corporation
which is, along with the Company, a member of a controlled group of
corporations as described in Section 414(b) of the Internal Revenue
Code of 1954, as amended, and all successor companies thereto.
1.5 "Company Contributions" shall mean such amounts, if any, that an
Employer, in its sole discretion, contributed to the Plan in any
year for the benefit of all or some Participants.
1.6 "Covered Salary" shall mean a Participant's Base Annual Salary and
bonuses which serves as a basis for computation of the Retirement,
Survivor or Termination benefits pursuant to the terms and condi
tions of this Plan.
1.7 "Deferral Amount" shall mean the amount of Covered Salary deferred
by a Participant each year pursuant to his election in the form of a
Plan Agreement.
1.8 "Deferral Period" shall mean the period during which amounts of
Covered Salary are being deferred pursuant to the deferral election
of the Participant as set forth in the Participant's Plan Agreement.
1.9 "Disability". A Participant shall be considered totally disabled by
bodily injuries, sickness or disease for purposes of the Plan for
the period, excluding any period for which he receives benefits
under the Company's Sick Pay Plan, if:
a. During the first two years of any period of total disability,
the Participant is unable to perform the duties of his occupa
tion; and
b. During continuation of the period of total disability beyond
two years, the Participant is unable to engage in any business
or occupation or to perform any work for compensation, gain or
profit for which he is reasonably fitted by education, training
or experience.
1.10 "EDP Account" shall mean an individual account comprised of a
Participant's Deferral Amounts, Rollover ESPP amounts, Company
Contributions and interest credited thereon. An EDP Account shall
be maintained for each Participant. A Participant's EDP Account
shall be utilized solely as a device for the measurement and deter
mination of the amounts to be paid to the Participant pursuant to
this Plan. A Participant's EDP Account shall not constitute or be
treated as a trust fund.
1.11 "Employer" shall mean the Company having one or more eligible
Employees who have been selected by the Committee to participate.
Where the context dictates, the term "Employer" as used herein
refers to the particular Employer which has entered into a Plan
Agreement with a specific Participant.
1.12 "Executive" shall mean directors and those persons in the regular
full-time employment of the Company who are key employees and
members of the management staff who are selected for participation
in the Plan by the Committee.
1.13 "Moody's Seasoned Corporate Bond Rate" (Moody's) shall mean an
economic indicator which is an arithmetic average of yields of
representative bonds: industrials, public utilities, Aaa, Aa, A,
and Baa.
1.14 "Participant" shall mean any Executive who elects to participate in
the Plan by executing a Plan Agreement.
1.15 "Plan" shall mean the Executive Deferral Plan of the Employer which
shall be evidenced by this instrument and by each Plan Agreement, as
amended from time to time.
1.16 "Plan Agreement" shall mean the form of written agreement, as
amended from time to time, which is entered into by and between an
Employer and a Participant.
1.17 "Plan Anniversary Date" shall be the last day of the Plan Year.
1.18 "Plan Year" shall mean the 12 consecutive month period commencing on
December 1 and ending on the next following November 30.
1.19 "Retirement" and "Retire" shall mean severance from employment with
the Employer at or after the attainment of age fifty-five (55).
1.20 "Retirement Benefit Date" shall mean the date that the Retired
Participant first receives Retirement benefits under the Plan.
1.21 "Rollover ESPP" shall mean the amount credited to a Participant
under the Executive Salary Protection Plan which is to be credited
to the Participant's EDP Account (one-time credit equal to the
present value of the ESPP benefit).
1.22 "Secondary Account Balance" shall mean the portion of the EDP
Account attributable to the 5% interest credited thereon which is
above Moody's and any accumulation thereon at a crediting rate of
Moody's plus five percent (5%).
1.23 "Termination of Employment" shall mean the ceasing of employment
with the Company, voluntarily or involuntarily, for any reason other
than Retirement, Disability or death.
Article 2
Eligibility
2.1 Selection By Committee. The Committee shall have the sole discre
tion to determine the employees of the Company who are key employees
and members of the management staff who are eligible to become
Participants in accordance with the purpose of the Plan. The
Committee shall also have the sole discretion to determine the
directors of the Company who are eligible to become Participants.
The foregoing notwithstanding, participation shall be limited to
those individuals who are Participants as of June 15, 1994.
2.2 Plan Agreement of Executive. As a condition of participation, each
Executive shall complete, execute and return to the Committee prior
to the beginning of the applicable Deferral Period a Plan Agreement.
Article 3
Deferral Commitments
3.1 Minimum Deferral. The Participant may defer no less than $2,000 per
Plan Year.
3.2 Maximum Deferral. A Participant who became eligible to participate
in the Plan on or before November 30, 1989, and all directors of the
Company, may defer no more than 100% of Covered Salary or board
fees, as applicable. A Participant who became eligible to partici
pate in the Plan on or after December 1, 1989 may defer no more than
15% of Covered Salary.
3.3 Special Deferral. The Committee may specify the Plan Years, if any,
in which each Participant may elect to defer an amount ("Special
Deferral Amount") in addition to the amount or percentage of Covered
Salary otherwise specified for deferral under the Plan Agreement.
The Special Deferral Amount, if any, shall be set forth in the Plan
Agreement of the Participant and shall be treated as a Deferral
Amount under the provisions of the Plan except as otherwise provided
in Sections 7.2 and 9.1.
3.4 Withholding of Deferral Amounts. The amount or percentage of
Covered Salary elected to be deferred pursuant to the Plan Agreement
of a Participant shall be withheld over the Deferral Period in the
manner set forth in the Plan Agreement of the Participant.
3.5 Annual Rate. The Moody's rate for any Plan Year shall be fixed 60
days prior to the beginning of the Plan Year. Subject to the
provisions and limitations of the Plan, the EDP Account will accrue
annual interest at a crediting rate of Moody's plus five percent
(5%) from the date of Plan inception.
3.6 Deferral Period. The Deferral Period for each Participant shall be
a fixed 4 year period commencing on the December 1 coincident with
or next preceding the date on which the Participant's initial
Deferral Amount is made to the Plan following the Participant's
filing of a Plan Agreement with the Committee.
3.7 Default. Default occurs when the Participant does not defer the
amount of Covered Salary previously committed to the Plan under that
Participant's Plan Agreement. Termination of Employment is not
considered a default. A Participant who has a Termination of
Employment will receive Termination Benefits, as set forth in
Article 8.
3.8 Deferral Penalty In the Event of Default. In the event of default
by a Participant on a deferral commitment during the Deferral
Period, the Participant may not defer any portion of his Covered
Salary for the balance of the Plan Year in which the default occurs
or for the next following Plan Year.
3.9 No Waiver of Default. The Committee may not waive any default
penalty set forth in Section 3.8.
3.10 Crediting of Deferral Amounts, Company Contributions and Rollover
ESPP Amounts. The amount or percentage of Covered Salary that a
Participant elects to defer in the Plan Agreement executed by the
Participant with respect to each Plan Year shall be credited by the
Employer to the Participant's EDP Account throughout each Plan Year
as the Participant is paid the nondeferred portion of Covered Salary
for such Plan Year or on the date any lump sum Deferral Amount is
contributed to the Plan. The amount or percentage of Covered Salary
so credited to a Participant's EDP Account shall equal the amount
deferred. The Participant shall designate in the Plan Agreement the
amount or percentage of Covered Salary to be deferred. Company
Contributions, if any, and Rollover ESPP amounts, if any, shall be
credited to a Participant's EDP Account at the time made by the
Employer.
3.11 Termination of Participation. A Participant may terminate partici
pation in the Plan at any time by giving the Employer written notice
of such termination not less than 30 days prior to the anniversary
date of the execution of the most recent Plan Agreement of the
Participant. Benefits to a Participant who elects to terminate Plan
participation shall be payable in accordance with the terms of the
Plan.
Article 4
7th Year Distribution
4.1 7th-Year Distribution. Except as otherwise provided in Section 4.2,
a Participant shall be paid his EDP Account, excluding that portion
attributable to interest credited in excess of Moody's and any
accumulation thereon, 45 days after the commencement of his seventh
Plan Year of participation in the Plan. All other funds in the EDP
Account will remain in the Plan until the Participant dies, incurs a
Disability, Retires or incurs a Termination of Employment.
4.2 Supplemental Plan Agreements
Prior to the Plan Anniversary Date preceding the Plan Year in which
the 7th-Year Distribution is payable to a Participant, the Partici
pant may enter into a Supplemental Plan Agreement ("Supplemental
Plan Agreement") whereby the Participant and the Employer agree to a
further deferral until retirement of all or a portion of the amount
that would otherwise be payable as a 7th-Year Distribution. The
Supplemental Plan Agreement must be entered into a minimum of one
(1) year prior to the Plan Anniversary Date preceding the Plan Year
in which the 7th-Year Distribution is payable to a Participant, must
be executed by the Participant in writing in a form acceptable to
the Committee, and must be returned to the Committee one (1) year
prior to the beginning of the Plan Year in which the 7th-Year
Distribution would otherwise be payable. If a Supplemental Plan
Agreement is timely executed all funds remaining in the EDP Account
will remain in the Plan until the Participant's death, disability,
retirement or termination of employment. No Retired Participant
shall be eligible to enter into a Supplemental Plan Agreement under
this provision.
4.3 Hardship Withdrawals
A Participant may make a "Hardship" withdrawal of his EDP Account
balance only if: (1) the withdrawal is on account of an immediate
and heavy financial need of the Participant; and (2) the withdrawal
does not exceed the amount necessary to satisfy the immediate and
heavy financial need. Any request for a withdrawal in accordance
with this subsection 4.3 shall be in writing filed with the Commit
tee in such form and at such time as the Committee may require. A
Participant will be deemed to have a Hardship if he has an immediate
and heavy financial need and if such withdrawal is for the purpose
of: (1) medical expenses of the Participant, his spouse or a depen
dent, (2) the purchase of a Participant's principal residence; (3)
the post-secondary tuition (for a period following the date of the
hardship request) of the Participant, his spouse or a dependent; or
(4) the prevention of the eviction from or the foreclosure on a
Participant's principal residence. A distribution will be deemed
not to exceed the amount necessary to meet the Participant's immedi
ate and heavy financial need if: (a) the amount of withdrawal under
this paragraph 4.3 does not exceed the amount necessary to satisfy
his immediate and heavy financial need; (b) he has received all
distributions and taken all loans under any tax-qualified plan of
the Company; (c) his ability to make contributions to any salary
deferral plan, qualified or nonqualified, is suspended for a period
of 12 months following a withdrawal under this paragraph 4.3; and
(d) the maximum amount of contributions the Participant may make to
any salary deferral plan, qualified or nonqualified, for the Plan
Year next following the Plan Year in which a Hardship withdrawal,
pursuant to this paragraph 4.3 is made, is reduced by the amount of
contributions, if any, the Participant made during the Plan Year in
which such a withdrawal was made.
Article 5
Retirement Benefit
5.1 Retirement Benefit
A Participant who Retires shall become eligible to receive, in
accordance with this Article 5, Retirement benefits on the Partici
pant's Retirement Benefit Date. Unless a Post-Retirement Plan
Agreement provides otherwise, the Retirement Benefit Date of a
Participant who Retires shall be the first day of the month follow
ing his Retirement. Retirement benefits may be in the form of a
lump sum or an amount per month based on his EDP Account as of the
Participant's Retirement Benefit Date.
5.2 Rate of Interest for Retirement Benefits. The interest on the EDP
Account will be based on a fixed rate which is an average of the
annual Moody's Seasoned Corporate Bond Rate for a five (5) year
period consisting of the Plan Year in which the Participant's
Retirement Benefit Date occurs and the four (4) immediately preced
ing Plan Years with an additional 5% interest credited to the fixed
rate.
5.3 Form and Commencement of Retirement Benefits
Thirty (30) days before his Retirement the Participant must inform
the Committee in writing of the form in which his Retirement bene
fits are to be paid, either in a lump sum or in equal monthly
payments. If no election is timely made, the Plan will pay benefits
in equal monthly installments. Unless otherwise provided pursuant
to a Post-Retirement Plan Agreement, Retirement benefits, if a lump
sum form of payment is selected, shall be paid on the first day of
the month following the Participant's Retirement. If the Partici
pant elects the monthly installment form of payment, his Retirement
benefits shall commence on the first day of the month following the
Retirement of the Participant and shall be paid over a period up to
120 months or a 180 or 240 month period, in equal monthly
installments. Thirty (30) days before his Retirement, the
Participant must inform the Committee in writing of the benefit
payment period over which his monthly benefits are to be paid. If
no election is timely made, the Plan will pay benefits over 240
months.
5.4 Post-Retirement Plan Agreements
A Participant may enter into a Post-Retirement Plan Agreement
whereby the Participant and the Employer agree to a deferral to a
date certain of the payment of the Retirement benefits that would
otherwise be paid under Section 5.3, the form in which the benefits
are to be paid and/or, if a monthly installment form has been
selected, the time period over which such benefits are to be paid.
The Post-Retirement Plan Agreement must be executed by the Partici
pant in writing in a form acceptable to the Committee and delivered
to the Committee at least thirty (30) days prior to the Partici
pant's Retirement. Retirement benefits which are deferred by reason
of a Post-Retirement Plan Agreement shall be paid to the Participant
in the form and on the date certain as selected by the Participant.
No Participant may defer the payment of his Retirement benefits to a
date beyond the later of (1) ten (10) years following the Partici
pant's commencement of Plan participation, (2) Retirement, or (3)
age 65 (age 72 in the case of a Participant who was a Director on
August 20, 1993).
5.5 Amount of Retirement Benefit
A Participant's Retirement benefits shall be equal to the balance of
his EDP Account as of his Retirement Benefit Date, except that the
amount payable from the Participant's Secondary Account Balance
shall be reduced, as appropriate, in accordance with the vesting
schedule set forth in Section 8.3 and fixed as of the date that a
lump sum payment is made or that monthly payments commence (the
Retirement Benefit Date).
5.6 Death Prior to Completion of Retirement Benefits
If a Retired Participant who has elected the monthly installment
form of payment dies after the commencement of Retirement benefit
payments but before the applicable Retirement benefit is paid in
full, the Participant's unpaid Retirement benefit payments shall
continue and be paid to that Participant's Beneficiary in the same
manner as selected by the Participant. If a Retired Participant
dies prior to the payment of Retirement benefits, his Beneficiary
shall be paid benefits in a lump sum on the first day of the month
following the death of the Participant, unless the Participant had
retired on or before January 1, 1995, in which case the benefit will
be paid over a 240 month period. The aggregate benefits to be paid
to the Participant's Beneficiary will be in an amount equal to the
balance of the Participant's EDP Account as of the date of the
Participant's death. Notwithstanding the foregoing, the Committee
may, in its sole and absolute discretion, select a later commence
ment date or an alternate payment period not to exceed 120 months
for the payment of benefits under this Section to any Beneficiary.
Article 6
Rollover ESPP
6.1 Participants Eligible for ESPP Rollover. A Participant who had
participated in the Executive Salary Protection Plan ("ESPP") shall
be entitled to a Rollover ESPP only if such Participant is age 55 or
older as of December 1, 1985. Each Participant who is eligible for
a Rollover ESPP will be credited with such amount in his EDP Ac
count. Individual Rollover ESPP amounts, if any, will be reported
on the Participant's Plan Agreement.
6.2 ESPP Vesting Credit. All Participants who had participated in the
ESPP shall be credited with three additional years of Plan partici
pation for purposes of the vesting schedule set forth in Section 8.3
but for no other purpose under the Plan. The vesting years so
credited shall be in addition to actual years (and fractional years)
of actual participation in the ESPP. A Participant's Rollover ESPP
will at all times remain fully vested. For example, a Participant
with four and one-half years in the ESPP will initially be 70%
vested in his Secondary Account Balance (4 1/2 years + 3 years = 7
1/2 years = 70% vested).
Article 7
Survivor Benefits
7.1 Pre-Retirement Survivor Benefit. If a Participant dies before
Retirement, the Employer will pay a Survivor's Benefit to the
designated Beneficiary of the Participant.
7.2 Amount of Survivor Benefits. The Beneficiary eligible for a Survi
vor Benefit will receive in a lump sum as soon as practicable the
greater of:
a. The existing EDP Account balance, or
b. Ten (10) times the sum of:
i. the greatest Deferral Amount committed in one Plan Year by
the Participant, except that only one-quarter (1/4) of any
Special Deferral Amount shall be considered for this
purpose, and
ii. the Company Contributions made for that Plan Year,
provided, however, that if a Participant failed to meet the eligi
bility requirement set forth in Section 7.3(b), the Beneficiary of
that Participant shall be limited to the Survivor Benefit set forth
in paragraph (a) of this Section 7.2.
7.3 Eligibility Requirements For Survivor Benefit. The obligation of
the Employer to pay the Survivor Benefit to any Beneficiary shall
exist only if:
a. at the time of death, the Participant was employed by the
Employer, on an authorized leave of absence, or absent from
employment due to Disability;
b. all amounts committed for deferral under the Plan were actually
deferred;
c. the Participant's death was determined not to be from a bodily
or mental cause or causes, the information about which was
withheld, or knowingly concealed, or falsely provided by the
Participant, when requested by the Employer to furnish evidence
of good health;
d. proof of death in such form as determined acceptable by the
Committee is furnished.
7.4 Restriction in the Event of Suicide. In the event of a Partici
pant's suicide, the amount of the Survivor Benefit which the Employ
er shall be obligated to pay shall be limited to benefits granted
more than two years prior to the date of such suicide.
Article 8
Termination Benefit
8.1 Termination Benefits. If the Participant incurs a Termination of
Employment prior to age 55 by means other than death or Disability,
such Participant will be eligible to receive a Termination Benefit
as set forth in this Article 8.
8.2 Termination Prior to 7 Years of Plan Participation and Prior to Age
55. A participant who incurs a Termination of Employment before
completing 7 years of Plan participation, and prior to attaining age
55, shall be entitled to receive in a lump sum that portion of his
EDP Account attributable to his Deferral Amount, his Rollover ESPP
Benefit, if any, his Company Contributions, if any, and interest
credited at Moody's. Such amount shall be paid to the Participant
within 90 days of the date of his Termination of Employment.
8.3 Termination after 7 Years of Plan Participation and Prior to Age 55.
A participant who incurs a Termination of Employment after complet
ing 7 years of Plan participation, and prior to attaining age 55,
shall receive, to the extent not otherwise distributed pursuant to
Article 4, a distribution of his EDP Account, including that vested
portion attributable to interest credited in excess of Moody's and
any accumulation thereon, in a lump sum within 90 days of the date
of his Termination of Employment. The vested portion of such
Participant's Secondary Account Balance shall be determined upon his
Termination of Employment in accordance with the following schedule:
Percentage of
Years of Plan Secondary
Participation Account Balance
Less than 7 years 0%
7 but less than 8 years 70%
8 but less than 9 years 80%
9 but less than 10 years 90%
10 or more years 100%
Article 9
Disability Benefit
9.1 Amount of Disability Benefit. If the Committee determines that a
Participant has a Disability, the Participant shall be eligible to
receive an annual Disability Benefit in an amount equal to one and
one-half (1.5) times the greatest Deferral Amount committed under
the Plan in any Plan Year prior to or coincident with the date in
which benefits commence under the Sick Pay Plan of the Company,
except that only one quarter (1/4) of any Special Deferral Amount
shall be considered for this purpose.
9.2 Commencement and Termination of Disability Benefits. Disability
Benefits will be paid to a Participant who has a Disability commenc
ing on the date immediately following the expiration of benefits to
that Participant under the Sick Pay Plan of the Company. The
Disability Benefits of a Participant shall continue until the
earliest of:
(a) the date of the death of the Participant;
(b) the date as of which the Participant ceases to be classified as
having a Disability; or
(c) the date the Participant attains age 65.
9.3 Maximum Age for Disability Benefits. In order to be eligible to
receive a Disability Benefit upon Disability as set forth in this
Article 9, a Participant must first enter into a Plan Agreement
prior to attaining age 60.
Article 10
Beneficiary Designation
10.1 Beneficiary Designation. Each Participant shall have the right, at
any time, to designate any person or persons as his Beneficiary or
Beneficiaries (both principal as well as contingent).
10.2 Change of Beneficiary Designation. Any Beneficiary designation may
be changed by a Participant at any time by the filing in writing of
such change on a form prescribed by the Committee. The filing of a
new Beneficiary designation form will cancel all Beneficiary desig
nations previously filed. The Committee shall be entitled to rely
on the last designation filed by the Participant prior to his death.
10.3 No Participant Designation. If a Participant fails to designate a
Beneficiary as provided above, or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of
the Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be the surviving spouse. If the
Participant has no surviving spouse, the benefits remaining under
the Plan shall be payable to the Participant's personal representa
tive (executor or administrator of the Participant's estate).
10.4 Effect of Payment. The payment of benefits under the Plan to the
deemed Beneficiary shall completely discharge the Employer's obliga
tions under this Plan.
Article 11
Leave of Absence
11.1 Paid Leave of Absence. If a Participant is authorized by the
Company for any reason to take a paid leave of absence from the
employment of the Company, the deferral commitments for the Deferral
Period shall remain in full force and effect during such leave of
absence.
11.2 Unpaid Leave of Absence. If a Participant is authorized by the
Company for any reason to take an unpaid leave of absence from the
employment of the Company, the deferral commitments shall be sus
pended and shall be considered a default pursuant to Section 3.7.
Article 12
Other Benefits and Agreements
12.1 Coordination With Other Benefits. The benefits provided for a
Participant or for the Beneficiary of a Participant under the Plan
are in addition to any other benefits to which the Participant or
Beneficiary may be entitled under any other plan or program of the
Employer. This Plan shall supplement and shall not supersede,
modify or amend any other such plan or program except as may other
wise be expressly provided.
12.2 Restoration of Pension Benefits. The Company recognizes that
amounts deferred under the Plan may not be considered as earnings
for purposes of the computation of benefits under qualified plans
under the Employee Retirement Income Security Act of 1974, as
amended, and the Internal Revenue Code of 1954, as amended. There
fore, any loss of retirement benefits incurred by a Participant
under the Pension Plan for Management, Office & Technical Employees
of Central Illinois Light Company, as may be amended and restated
from time to time (the "Pension Plan"), which result from the
deferrals made under the Plan by the Participant, shall be restored
by the Company upon the Retirement of a Participant or upon the
Termination of Employment of a Participant prior to Retirement.
Such pension restoration benefit payments may be paid from this Plan
or, in the sole discretion of the Committee, may be paid through an
alternate vehicle. Such pension restoration benefits shall be in an
amount designed to restore the benefits, if any, that were lost
under the Pension Plan due to the deferral under this Plan, and the
timing and other characteristics of the pension restoration benefit
payments shall coincide as closely as practicable to benefit pay
ments which would otherwise have been made under the Pension Plan.
Article 13
Discontinuance, Amendment or Termination
13.1 Discontinuance. The Company reserves the right to discontinue the
Plan at any time. Upon discontinuance of the Plan, the Partici
pants' EDP Accounts shall be paid out according to the schedules set
forth in Articles 5 and 8, as applicable. The discontinuance of the
Plan shall not adversely affect any Participant or Beneficiary who
has become entitled to the payment of benefits under the Plan.
13.2 Amendment. The Company may, at any time, amend or modify the Plan
in whole or in part, provided, however, that no amendment or modifi
cation shall adversely affect any EDP Account in existence at the
time the amendment or modification is made. The amendment or
modification of the Plan shall not affect any Participant or Benefi
ciary who has become entitled to the payment of benefits under the
Plan as of the date of the amendment or modification.
13.3 Termination. The Company reserves the right, in the event of a
hostile or non-negotiated takeover or acquisition of the Company, or
upon a final decision of any court or administrative agency pertain
ing to the income tax treatment of Plan benefits or deductions to
the Company or a Participant which is deemed adverse by the Company,
to terminate the Plan and to distribute the present value of the
Participants' estimated future EDP Accounts, as determined by the
Company, to them as soon as practicable thereafter.
Article 14
Miscellaneous
14.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of Employer,
nor shall they be Beneficiaries of, or have any rights, claims or
interests in any life insurance policies, annuity contracts or the
proceeds therefrom owned or which may be acquired by the Employer
("Policies"). Such Policies or other assets of the Employer shall
not be held under any trust for the benefit of Participants, their
Beneficiaries, heirs, successors or assigns, or held in any way as
collateral security for the fulfilling of the obligations of the
Employer under this Plan. Any and all of the Employer's assets and
Policies shall be, and remain, the general assets of the Employer.
The Employer's obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Employer to pay money in the
future.
14.2 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, antici
pate, mortgage or otherwise encumber, transfer, hypothecate or
convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and nontransferable. No
part of the amounts payable shall, prior to actual payment, be
subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by Participant or
any other person, nor be transferable by operation of law in the
event of a Participant's or any other person's bankruptcy or insol
vency.
14.3 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between
the Employer and the Participant, and the Participant (or his
Beneficiary) shall have no rights against the Employer except as may
otherwise be specifically provided herein. Moreover, nothing in
this Plan shall be deemed to give a Participant the right to be
retained in the service of the Employer or to interfere with the
right of the Employer to discipline or discharge him at any time.
14.4 Protective Provisions. A Participant will cooperate with the
Employer by furnishing any and all information requested by the
Employer in order to facilitate the payment of benefits hereunder
and by taking such physical examinations as the Employer may deem
necessary and taking such other action as may be requested by the
Employer.
14.5 Terms. Whenever any words are used herein in the masculine, they
shall be construed as though they were used in the feminine in all
cases where they would so apply; and whenever any words are used
herein in the singular or in the plural, they shall be construed as
though they were used in the plural or the singular, as the case may
be, in all cases where they would so apply.
14.6 Captions. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.
14.7 Governing Law. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of Illinois.
14.8 Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed
and enforced as if such illegal and invalid provision had never been
inserted herein.
14.9 Notice. Any notice or filing required or permitted to be given to
the Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to
Central Illinois Light Company
Executive Deferral Plan
Administrative Committee
300 Liberty Street
Peoria, Illinois 61602
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on
the receipt for registration or certification.
14.10 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Employer and its successors and assigns. The term
successors as used herein shall include any corporate or other
business entity which shall, whether by merger, consolidation,
purchase or otherwise acquire all or substantially all of the
business and assets of the Employer, and successors of any such
corporation or other business entity.
14.11 Hostile Takeover. In the event of a hostile or non-negotiated
takeover or acquisition of an Employer by another corporation or
entity, the benefits to all persons under the Plan may become fully
vested at the option of the Employer prior to such takeover or
acquisition.
14.12 Attorney Fees. In the event that the Company breaches any of the
terms of the Plan and it is necessary for a Participant to institute
court proceedings to enforce the Plan provisions, the Participant,
upon prevailing, shall also recover reasonable attorney's fees and
costs as damages from the Company.
14.13 Late Payment Penalty. In the event that the Company fails or
refuses to make any of the payments to a Participant or a Beneficia
ry required by the Plan, after the Participant or Beneficiary has
advised the Company in writing of such failure or refusal and has
given the Company thirty (30) days to make such payment, the Company
shall pay interest to the Participant or Beneficiary on the amount
of the late payment at the rate of two times Moody's, plus 10%, from
the date such payment was due until the date such payment is made by
the Company.
14.14 Incompetent. In the event that it shall be found upon evidence
satisfactory to the Committee that any Participant or Beneficiary to
whom a benefit is payable under this Plan is unable to care for his
affairs because of illness or accident, any payment due (unless
prior claim therefor shall have been made by a duly authorized
guardian or other legal representative) may be paid, upon appropri
ate indemnification of the Committee, to the spouse of such person
or other person deemed by the Committee to have incurred expense for
such Participant. Any such payment shall be a payment for the
account of the Participant and shall be a complete discharge of any
liability of the Plan for such payment amount.
Article 15
Administration
15.1 Committee Duties. This Plan shall be administered by a Committee
which shall consist of persons appointed by the Board of Directors
of the Company. Members of the Committee may be Participants under
this Plan. The Committee shall also have the authority to make,
amend, interpret, and enforce all appropriate rules and regulations
for the administration of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise
in connection with the Plan.
15.2 Agents. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative
duties as it sees fit and may from time to time consult with counsel
who may be counsel to the Employer.
15.3 Binding Effect of Decision. The decision or action of the Committee
with respect to any question arising out of or in connection with
the administration, interpretation and application of the Plan and
the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Plan.
15.4 Indemnity of Committee. The Employer shall indemnify and hold
harmless the members of the Committee against any and all claims,
loss, damage, expense or liability arising from any action or
failure to act with respect to this Plan, except in the case of
willful misconduct by the Committee or any of its members.
15.5 Employer Information. To enable the Committee to perform its
functions, the Employer shall supply full and timely information to
the Committee on all matters relating to the Covered Salary of all
Participants, the date and circumstances of the Retirement, Disabil
ity, death or Termination of Employment of all Participants, and
such other pertinent information as the Committee may reasonably
require.
15.6 Change in Payments. The Committee shall have the power, in its sole
discretion, to change the manner and time of payments to be made to
a Participant or Beneficiary from that which would be otherwise
payable to such person.