EXHIBIT 10.P
EXECUTIVE OPTIONAL DEFERRED
COMPENSATION PLAN
OF
KU ENERGY CORPORATION
January 1993
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EXECUTIVE OPTIONAL DEFERRED COMPENSATION PLAN
OF
KU ENERGY CORPORATION
ARTICLE I - PLAN
This Plan is an unfunded Deferred Compensation arrangement for
a select group of management or highly compensated employees
who are rendering service to the Employer.
ARTICLE II - DEFINITIONS
For purposes of the Plan, the following definitions shall
control:
2.1 "Annual Performance Incentive Plan" -- The annual
incentive plan(s) sponsored by the Company as amended
from time to time.
2.2 "Beneficiary" -- Any person or persons designated by
the Executive to receive amounts payable in accordance
with this Plan in the event of the Executive's death.
If no Beneficiary has been designated or if no
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designated Beneficiary shall survive the Executive, the
Executive's Beneficiary shall be deemed to be his
estate.
2.3 "Committee" -- The Compensation Committee of the Board
of Directors of the Company.
2.4 "Company" -- KU Energy Corporation, and successors
thereto.
2.5 "Death" -- Death from any cause.
2.6 "Deferred Compensation" -- The portion of a Partici-
pant's annual incentive award (if any) which may be
paid to the Participant under the Company's Annual
Performance Incentive Plan(s) that has been deferred to
this Plan.
2.7 "Deferred Compensation Account(s)" or "Account(s)" --
The accounts that may be established each year by the
Employer as a book reserve for each of its Participants
to which shall be credited the sum of the Participant's
Deferred Compensation for that year plus any earnings
credited thereafter in accordance with Article VI.
2.8 "Deferral Election Form" -- The form made available
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annually by the Committee to an Executive which, when
properly executed by the Executive, effects his
participation in the Plan for the next following
Performance Cycle. A copy of the Deferral Election
Form is attached hereto as Exhibit A and is made a part
hereof.
2.9 "Disability" -- A physical or mental condition arising
after the effective date of this Plan which prevents a
Participant from engaging in any occupation or
employment for remuneration or profit, except for the
purpose of rehabilitation not incompatible with such
findings. The determination shall be made (i) on
medical evidence by a licensed physician assigned by
the Committee, or (ii) on evidence that the Partici-
pant is eligible for disability benefits under the
Social Security Act in effect at the date of
disability. Disability shall exclude disabilities
arising from (a) intentionally self-inflicted injury
or self-induced illness; or (b) a proven unlawful act
or enterprise on the part of the Participant.
2.10 "Employer" -- The Company and any subsidiary or
affiliated entity to which the Plan is extended by the
Board of Directors of the Company and which adopts the
Plan.
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2.11 "Executive" -- Any management or highly compensated
employee of an Employer who is deemed by the Committee
to be eligible for participation in this Plan.
2.12 "Participant" -- Any employee designated as an
Executive who elects to participate in the Plan
according to Article IV or a person who was such at the
time of his Retirement, Death, Disability or
Termination of Service and who retains, or whose
Beneficiary obtains, a benefit under the Plan which has
not been forfeited or distributed.
2.13 "Performance Cycle" -- The period of time during which
the value of an award under the Company's Annual
Performance Incentive Plan is determined.
2.14 "Plan" -- The Executive Optional Deferred Compensation
Plan of KU Energy Corporation as described in this
instrument, effective January 1, 1993, and, as may be
amended, thereafter.
2.15 "Return on Capital" -- The result of dividing the
Company's net income before interest charges by the
Company's total capitalization as both are reported on
the Company's financial statements.
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2.16 "Termination of Service" -- The termination for any
reason of a Participant's employment as a regular
employee of the Employer and the members of any
controlled group of corporations (as defined in
Section 414(b) of the Internal Revenue Code
(the 'Code')) of which the Employer is a member, the
members of any group of trades or businesses which are
under common control (as defined in Section 414(c) of
the Code) of which the Employer is a member, the
members of any affiliated service group (as defined in
Section 414(m) of the Code) of which the Employer is a
member, and all other organizations deemed to be
affiliated with the Employer under Section 414(o) of
the Code.
ARTICLE III - ADMINISTRATION OF THE PLAN
The Plan will be administered by the Committee. The Committee
is authorized to interpret the Plan and to establish and amend
rules and regulations necessary for Plan administration.
Decisions of the Committee shall be binding on all persons
claiming rights under the Plan. The Committee may employ such
counsel (who may be counsel for any Employer), consultants
and/or agents and may arrange for such services as it may
determine to be necessary or appropriate in the administration
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of the Plan. All expenses incurred by the Committee in
administering the Plan shall be paid by the Employers.
ARTICLE IV - PARTICIPANTS
4.1 Any Executive may elect to have all or any portion of
his award under the Company's Annual Performance
Incentive Plan deferred and credited with earnings in
accordance with the terms and conditions of the Plan.
4.2 An Executive desiring to exercise such election under
Paragraph 4.1 shall notify the Committee each time he
wishes to exercise a deferral election. Such notice
must be in writing, on a Deferral Election Form
provided by the Committee, and delivered to the
Committee not later than the December 31st preceding
the start of a new Performance Cycle. In the case of
the 1993 Performance Cycle only, an Executive may
deliver such notice to the Committee by March 17, 1993.
In addition, if an Executive becomes a participant in
the Company's Annual Performance Incentive Plan for a
Performance Cycle as of a date other than January 1st,
that Executive may deliver such notice to the Committee
within 30 days of the date as of which that Executive
becomes a participant in the Annual Performance
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Incentive Plan. Once delivered to the Committee, a
deferral election as made on a Deferral Election Form
shall be irrevocable.
4.3 The amount of a Participant's Deferred Compensation
shall be credited to his Deferred Compensation Account
at the time such amount would have otherwise been paid
to him under the Company's Annual Performance Incentive
Plan but for his deferral election under the Plan.
4.4 No Participant or his designated Beneficiary shall
acquire any property interest in his Deferred
Compensation Account or any other assets of the
Employer, their rights being limited to receiving from
the Employer deferred payments as set forth in this
Plan and these rights are conditioned upon continued
compliance with the terms and conditions of this Plan.
To the extent, that any Participant or Beneficiary
acquires a right to receive benefits under this Plan,
such right shall be no greater than the right of any
unsecured general creditor of the Employer.
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ARTICLE V - CONTINUED PARTICIPATION IN THE PLAN
A Participant shall not actively participate in the Plan for
any Performance Cycle for which a Deferral Election Form has
not been timely executed and filed as provided by Paragraph 4.2
herein. In this event, such a Participant's Deferred
Compensation Account(s) shall continue to be subject to the
provisions of the Plan and all previously submitted Deferral
Election Forms. For subsequent Performance Cycles, an
Executive may again actively participate hereunder by
submitting the appropriate Deferral Election Form in accordance
with the provisions of Article IV hereunder.
ARTICLE VI - CREDITING OF EARNINGS
Each calendar quarter each Participant's Deferred Compensation
Account will be credited with earnings in addition to any
amounts credited to such account under Article IV of this Plan.
Such earnings shall be equal to the interest that would have
been earned during such calendar quarter on the average of the
balances of the Participant's account at the end of each
calendar month during such calendar quarter at a rate per annum
equal to the greater of (1) the Company's Return on Capital
for the twelve-month period that ends coincident with that
quarter or (2) the 13 week Treasury bill rate as reported in
the Wall Street Journal on the first business day coinciding
with or next following the end of that calendar quarter.
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ARTICLE VII - DISTRIBUTION OF AMOUNTS DEFERRED UNDER THE PLAN
All payments for the Plan will be made in cash. The Partici-
pant will receive payments from the Plan in accordance with the
Deferral Election Form(s) on file. Notwithstanding the
preceding sentence, the remaining balance of a Participant's
Deferred Compensation Account will be paid in a lump sum as
soon as practical after a Participant's Termination of Service
or if a change of control occurs as described in Article XI.
ARTICLE VIII - DEATH
8.1 At the time that an Executive becomes a Participant, he
shall designate in writing a Beneficiary to receive any
payments to which he would have been entitled under the
terms of this Plan. The Beneficiary referred to in
this paragraph may be designated or changed by the
Executive (without the consent of any prior
Beneficiary) on a form provided by the Committee and
delivered to the Committee before his Death. If no
such Beneficiary shall have been designated, or if no
designated Beneficiary shall survive the Executive,
payments shall be payable to the Executive's estate.
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8.2 If the Executive's employment is terminated because of
Death or if the Executive should die after his
Termination of Service but before his Deferred
Compensation Account balance has been paid, then the
Employer shall make payments of the Executive's
remaining balance in his Deferred Compensation Account
to his designated Beneficiary in the same manner and to
the extent as provided in Article VII.
8.3 If after the Executive's Death, all of his designated
Beneficiary(ies) should die before all payments are
made by the Employer, then the value of the remaining
payments shall be paid as promptly as possible in one
lump sum to the estate of the last to die of such
designated Beneficiary(ies).
ARTICLE IX - DISABILITY
If the Executive's employment is terminated because of
Disability, then the Employer shall make payments to the
Executive in the same manner and to the same extent as provided
in Article VII.
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ARTICLE X - INCAPACITY
If the Committee shall find that any person to whom any payment
is payable under this Plan is unable to care for his affairs
because of illness or accident, or is a minor, any payment due
(unless a prior claim therefore shall have been made by a duly
appointed guardian, committee or legal representative) may be
paid to the spouse, a child, a parent, a brother or a sister or
to any person deemed by the Committee in such a manner as the
Committee shall determine. For all determinations made by the
Committee under this Article, the Committee shall have full
acquittance. Any such payment shall be a complete discharge of
the liabilities of the Employer under this agreement.
ARTICLE XI - CHANGE IN CONTROL
A "change in control" for purposes of the Plan shall have
occurred if at any time any of the following events shall
occur:
a) The Company or KU (as defined below) is merged or
consolidated or reorganized into or with another
corporation or other legal person, and as a result
of such merger, consolidation, or reorganization
less than a majority of the combined voting power
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of the then-outstanding securities of such
corporation or person immediately after such
transaction is held in the aggregate by the
holders of the then-outstanding securities
entitled to vote generally in the election of
directors (the "Voting Stock") of the Company
immediately prior to such transaction;
b) The Company or KU sells or otherwise transfers all
or substantially all of its assets to any other
corporation or other legal entity, and as a result
of such sale or transfer less than a majority of
the combined voting power of the then-outstanding
securities of such other corporation or entity
immediately after such sale or transfer is held in
the aggregate by the holders of Voting Stock of
the Company immediately prior to such sale or
transfer;
c) There is a report filed on Schedule 13D or
Schedule 14D-1 (or any successor schedule, form or
report or item therein), each as promulgated
pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), disclosing that
any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the
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Exchange Act) has become the beneficial owner (as
the term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities
representing 10% or more of the combined voting
power of the Voting Stock of the Company or the
Voting Stock of KU;
d) The Company or KU files a report or proxy
statement with the Securities and Exchange
Commission pursuant to the Exchange Act disclosing
in response to Form 8-K or Schedule 14A (or any
successor schedule, form or report or item
therein) that a change in control of the Company
or KU has or may have occurred or will or may
occur in the future pursuant to any then-existing
contract or transaction; or
e) If at any time during any period of two
consecutive years, individuals who at the
beginning of any such period constitute the
directors of the Company or KU cease for any
reason to constitute at least a majority thereof,
unless the election, or the nomination for
election by such company's stockholders, of each
director of such company first elected during such
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period was approved by a vote of at least two-
thirds of the directors of such company then still
in office who were directors of such company at
the beginning of any such period.
Notwithstanding the foregoing provisions of paragraph (c) or
(d) above, unless otherwise determined in a specific case by
majority vote of the Board of Directors of the Company and KU,
a "change in control" shall not be deemed to have occurred for
purposes of the Plan solely because (i) the Company, (ii) an
entity in which the Company, KU or one or more other
Subsidiaries directly or indirectly beneficially owns 50% or
more of the voting securities (a "Subsidiary"), or (iii) any
Company-sponsored, KU-sponsored, or Subsidiary-sponsored
employee stock ownership plan or any other employee benefit
plan of the Company, KU or Subsidiary, either files or becomes
obligated to file a report or a proxy statement under or in
response to Schedule 13D, Schedule 14D-1, Form 8-K or
Schedule 14A (or any successor schedule, form or report or item
therein) under the Exchange Act, disclosing beneficial
ownership by it of shares of Voting Stock of the Company or KU,
whether in excess of 10% or otherwise, or because the Company,
KU or a Subsidiary reports that a change in control of the
Company or KU has or may have occurred or will or may occur in
the future by reason of such beneficial ownership. Notwith-
standing the foregoing provisions of this Article XI, a "change
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in control" shall not be deemed to have occurred by reason of
the Reorganization.
For purposes of this Article XI:
"KU" shall mean Kentucky Utilities Company.
"Reorganization" shall mean the corporate reorgani-
zation whereby the Company became the holding company of KU as
approved by the Board of Directors of KU on May 16, 1988 and
May 27, 1988.
ARTICLE XII - AMENDMENT OF PLAN
The Plan may be amended in whole or in part from time to time
by the Company. Notice of every such amendment shall be given
in writing to each Participant and Beneficiary of a deceased
Participant.
ARTICLE XIII - MISCELLANEOUS
13.1 Neither this Agreement, nor any action of the Employer
or Committee, nor any election to defer Compensation
hereunder shall be construed to confer on any person
any legal right to be continued as an employee of the
Employer.
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13.2 Except as required by law, no right of the Executive or
Beneficiary to receive payments under this Plan shall
be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or
hypothecation or to execution, attachment, levy or
similar process or assignment by operation of law and
any attempt, voluntary or involuntary, to effect any
such action shall be null and void and of no effect.
13.3 The Employer shall have the right to deduct from all
payments any taxes required by law to be withheld with
respect to any payments made under this Plan.
13.4 Masculine pronouns used herein shall refer to men or
women or both, and nouns when stated in the singular
shall include the plural and when stated in the plural
shall include the singular wherever appropriate.
13.5 This Plan shall be construed under the laws of the
Commonwealth of Kentucky.
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IN WITNESS THEREOF, the Company has caused this Plan to be
executed by its duly authorized officers as of this
19th day of February, 1993.
WITNESSES: KU ENERGY CORPORATION
/s/ Janice Houp By: /s/ John T. Newton
President
/s/ Nora Bentley Attest: /s/ George S. Brooks II
Secretary
(SEAL)
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EXHIBIT A
EXECUTIVE OPTIONAL DEFERRED COMPENSATION PLAN
OF
KU ENERGY CORPORATION
DEFERRAL ELECTION FORM
This election is in accordance with the provisions of the
Executive Optional Deferred Compensation Plan (the Plan) of KU
Energy Corporation (the Company) and is made this ______ day of
_________________, 19_____, by __________________________ (the
Executive). By making such election, I understand and agree
that I become a party to said Plan, and agree to be bound by
its terms and conditions. I further understand that this
election is irrevocable.
In accordance with the provisions of the Plan I hereby elect to
defer for the Performance Cycle commencing on January 1, 19____
and maturing on December 31, 19____ the following amount of
compensation that may be payable to me under the Company's
Annual Performance Incentive Plan for services rendered during
that Performance Cycle.
The lessor of ________% of any incentive payment or $_________.
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I understand that this election will remain in effect only for
the above indicated Performance Cycle and that a new Deferral
Election Form must be completed for each other Performance
Cycle that I wish to participate in the Plan.
I further elect that the value of my Deferred Compensation
Account for the above indicated Performance Cycle be payable to
me on the first day of ______________, 19____.
IN WITNESS WHEREOF, I hereunto set my hand as of the
date first above written.
______________________________ ______________________________
(Witness) (Executive)
Received and accepted on behalf of the Compensation Committee
of the Board of Directors of KU Energy Corporation.
KU ENERGY CORPORATION
Dated _______________________ By ___________________________
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