Exhibit 10(a) 82
SYSTEM EXECUTIVE RETIREMENT PLAN
OF ENTERGY CORPORATION AND SUBSIDIARIES
PURPOSES
The System Executive Retirement Plan of Entergy
Corporation and Subsidiaries has as its purposes attracting,
retaining and motivating certain highly competent eligible
employees; and encouraging personal growth and improvement of
personal productivity. The Plan is designed primarily to aid
eligible employees in providing supplemental post-retirement
income for themselves and their families and after death benefits
for their beneficiaries. The Plan is also designed to make
available to the Employer, subsequent to the Employee's
retirement and subject to the Employee's post-retirement time
constraints, the Employee's knowledge of, and experience with
respect to, the business and operations of the Employer.
Article I.
DEFINITIONS
The following terms shall have the meaning hereinafter
indicated unless expressly provided herein to the contrary:
1.01 "Administrator" shall mean the Vice President, Human
Resources & Administration of Entergy Services, Inc. or
such other person or persons from time to time appointed
by the Chairman of the Board of Directors in accordance
with Section 7.01. The Administrator shall be the "plan
administrator" for the Plan within the meaning of the
Employee Retirement Income Security Act of 1974, as
amended.
1.02 "Beneficiary" shall mean the Surviving Spouse of the
Participant or, if the Participant does not have a
Surviving Spouse, the Beneficiary shall mean any
individual or entity so designated by the Participant,
or, if the Participant does not have a Surviving Spouse
and does not designate a beneficiary hereunder, or if the
designated beneficiary predeceases the Participant, the
Beneficiary shall mean the Participant's estate.
1.03 "Benefit Base" shall mean that amount defined in Section
2.01 which is payable at or after a Participant's Normal
Retirement Date.
1.04 "Board of Directors" shall mean the Board of Directors of
Entergy Corporation.
1.05 "Deferred Retirement Date" shall mean the first day of
the month coincident with or next following the month in
which the Participant elects to Retire from Service or
Separate from Service but which occurs after the Normal
Retirement Date for such Participant. Notwithstanding
this definition, such date shall constitute the "Deferred
Retirement Date" for purposes of this Plan only to the
extent that the Employer has given its prior written
consent for the Participant to continue his employment
beyond the Normal Retirement Date of such Participant.
Such consent may be freely withheld. Any continuation of
employment by the Employee beyond his Normal Retirement
Date without such prior written consent of the Employer
shall be governed by the terms of Section 6.01.
1.06 "Early Retirement Date" shall mean the first day of the
month coincident with or next following the date on which
the Participant who has attained the requisite age and
number of Years of Service required for early retirement
under the Entergy Retirement Plan (as in effect as of the
date of any such election) elects to Retire from Service
or Separate from Service with the prior written consent
of the Employer (which consent may be freely withheld)
provided that such date precedes the Normal Retirement
Date for any such Participant. Any election by the
Participant to Retire or Separate from Service on or
after his Normal Retirement Date shall not be deemed an
Early Retirement Date, but shall be governed, to the
extent applicable, by Sections 1.05 and 1.17,
respectively.
1.07 "Early Retirement Reduction Factor" shall mean the factor
or percentage by which the Benefit Base of a participant
under the Entergy Retirement Plan, as from time to time
amended, shall be reduced for each month by which such
participant's early retirement date precedes his Normal
Retirement Date.
1.08 "Entergy Retirement Plan" shall mean the Retirement
Income Plan of Entergy Corporation, Entergy Services,
Inc., Electec, Inc., System Energy Resources, Inc.,
System Fuels, Inc., and Entergy Operations, Inc., or any
successor to such plan as may from time to time be
established by Entergy Corporation for the benefit of non-
bargaining employees of Entergy Corporation and other
System Companies. In the event that any such Entergy
Retirement Plan is terminated as to the non-bargaining
employees of Entergy Corporation and System Companies and
no successor plan is established with respect thereto,
the term "Entergy Retirement Plan" shall mean the
qualified defined benefit plan in the form last sponsored
by Entergy Corporation on or before the date of any such
termination.
1.09 "Employee" shall mean an employee of a System Company who
is a member of a select group of management or highly
compensated employees.
1.10 "Employer" shall mean the System Company with which the
Employee is last employed on or before the Employee's
Retirement or Separation from Service.
1.11 "Executive Annual Incentive Plan" shall mean the
Executive Annual Incentive Plan sponsored by Entergy
Corporation as a cash incentive plan for select members
of management of Entergy Corporation and other System
Companies (exclusive of Entergy Enterprises, Inc.) as
such plan is from time to time amended.
1.12 "Final Annual Compensation" shall mean the sum of (i) the
final annual base salary received by or payable to the
Participant from the Employer or from any other System
Company, exclusive of bonuses and overtime payments, but
including the amount, if any, such Participant defers
under a cash or deferred arrangement qualified under
Section 401(k) of the Code, and under any cafeteria plan
under Section 125 of the Code including, without
limitation, any deferrals under any flexible spending
arrangements permitted by the Code; and (ii) any annual
Target Award with respect to the Participant for the
performance period under the Executive Annual Incentive
Plan during which the Participant's Retirement or
Separation from Service occurs.
1.13 "Final Monthly Compensation" shall mean 1/12th of the
amount equal to the Participant's Final Annual
Compensation as in effect on the Participant's Retirement
or Separation from Service.
1.14 "Income Commencement Date" shall mean the first date on
which the Participant is entitled under the applicable
provisions of Article II to commence receiving a monthly
benefit under the Plan based on, or as the result of,
such Participant's death, Retirement or Separation from
Service.
1.15 "Joint Annuitant" shall mean the legal spouse of a
Participant as of the date of the Participant's
Retirement or Separation from Service who is eligible to
receive a Survivor's Benefit in the event of the
Participant's death on or after the Income Commencement
Date in accordance with Article III.
1.16 "Know-How Points" shall mean those number of points from
time to time established with respect to a position held
by a Participant as defined by and determined in
accordance with the procedures under the Entergy
Corporation Companies Job Evaluation Manual, as from time
to time amended.
1.17 "Normal Retirement Date" shall be the first day of the
month coincident with or next following an Employee's
65th birthday, or such earlier date as may be established
from time to time under the Entergy Retirement Plan as
the earliest date on which an unreduced benefit shall
become payable under such plan.
1.18 "Other Employer Plans" shall mean all other non-qualified
defined benefit retirement income or pension plans,
trusts, or other arrangements sponsored by any System
Company (including any benefits under Supplemental
Credited Service Agreements, the Supplement Retirement
Plan, and the Post-Retirement Plan) under which the
Participant may have an earned or accrued benefit in
effect at the time of his Retirement or Separation from
Service. Such term shall not include: any tax qualified
employee pension plans; any profit-sharing, stock bonus
or other defined contribution plans; the Gulf States
Utilities Company Executive Income Security Plan; Gulf
States Utilities Company Executive Continuity Plan; Gulf
States Utilities Company Nonqualified Deferred
Compensation Plan for Officers, Nonemployee Directors and
Designated Key Employees; and any other plans, programs,
or arrangements that allow for a paid up benefit or a
cash lump sum payment in lieu thereof.
1.19 "Participant" shall mean an Employee who is eligible for
a Target Award at a level at or above 35% of base salary
as from time to time defined in the Executive Annual
Incentive Plan and who remains eligible for participation
in accordance with the applicable provisions of the Plan
including, without limitation, Section 6.01.
1.20 "Personnel Committee" shall mean the Personnel Committee
of the Board of Directors.
1.21 "Plan" shall mean this System Executive Retirement Plan
of Entergy Corporation and Subsidiaries and any
amendments, supplements or modifications from time to
time made hereto.
1.22 "Retirement", "Retires", "Retire," or "Retired from
Service" shall mean the retirement of a Participant from
employment with the Employer in accordance with Article
II.
1.23 "Retirement Income" shall mean the monthly benefit
payable to a Participant under the Plan in accordance
with Article II.
1.24 "Separation from Service", "Separates from Service" or
"Separated from Service" shall mean the separation of a
Participant from employment with the Employer before
attaining his Normal Retirement Date with the prior
written consent of the Employer.
1.25 "Separation from Service Date" shall mean the date on
which a Participant Separates from Service as defined in
Section 1.24.
1.26 "Surviving Spouse" shall mean the person to whom the
Participant was legally married as of the date of such
Participant's death.
1.27 "Survivor's Benefit" shall mean that monthly benefit
described under Section 3.01 which is payable to the
Participant's Joint Annuitant in the event his death
occurs on or after his Income Commencement Date. To the
extent that the Participant has made a timely election
for an optional form of Survivor's Benefit in accordance
with Section 3.02, the term "Survivor's Benefit" shall
mean the monthly benefit described under Section 3.02
rather than Section 3.01.
1.28 "Survivor's Preretirement Death Benefit" shall mean that
monthly benefit described under Article IV which is
payable to the Participant's Surviving Spouse or other
Beneficiary, as applicable, in the event the
Participant's death occurs before his Income Commencement
Date.
1.29 "System" shall mean Entergy Corporation and all System
Companies.
1.30 "System Company" shall mean Entergy Corporation and any
corporation 80% or more of whose stock (based on voting
power or value) is owned, directly or indirectly, by
Entergy Corporation and any partnership or trade or
business which is 80% or more controlled, directly or
indirectly, by Entergy Corporation.
1.31 "Target Award" shall mean the full, unreduced annual
award for which a given Participant hereunder is eligible
to receive under the Executive Annual Incentive Plan.
For purposes of this Plan, such Target Award is
determined as if the Participant: (i) had completed the
applicable annual plan year under the Executive Annual
Incentive Plan, and (ii) had met all performance criteria
thereunder for the then current year at a Superior Level
established under that plan or under such other terms as
the Board of Directors may from time to time determine.
1.32 "Ten-Year Certain Period" shall mean that period referred
to in Section 2.01 which commences on the Participant's
Income Commencement Date and continues thereafter for a
period of ten Years. For purposes of Section 4.01, if
the Participant dies after the earliest date on which he
is eligible for early retirement under the Entergy
Retirement Plan (as in effect on the date of his death),
but before his Income Commencement Date, the term "Ten-
Year Certain Period" shall mean the ten Year period
commencing on his date of death.
1.33 "Year" shall mean any period of twelve consecutive
months.
1.34 "Year of Service" shall mean each Year of employment
within the System. If a Participant becomes permanently
disabled and qualifies for monthly benefits under any
long term disability plan sponsored by a System Company,
the term "Year of Service" shall include any Year
preceding the date on which such Participant elects
Retirement under this Plan and for which the Participant
received monthly disability benefit payments under such
long term disability plan. Additionally, the term "Year
of Service" shall include any Years of imputed service or
employment that the Employer may, in its discretion,
grant to a given Participant.
1.35 The masculine pronoun whenever used in the Plan shall
include the feminine. Similarly, the feminine pronoun
whenever used in the Plan shall include the masculine as
the context or facts may require. Whenever any words are
used herein in the singular, they shall be construed as
if they were also used in the plural in all cases where
the context so applies.
Article II.
BENEFITS
2.01 Benefit Base
(a) A Participant's Retirement Income shall be payable
in a form described in Article III below. Except as
otherwise provided in the Plan, such Retirement Income
shall be determined based on a Participant's Benefit Base
which shall be in the form of equal monthly installments
payable on a ten-year continuous and certain basis
described in Article III commencing at a Participant's
Normal Retirement Date. Such monthly Benefit Base shall
be equal to:
(i) a percentage of his Final Monthly Compensation,
based on the percentages described in Appendix A
attached hereto and made a part hereof, which
percentages, as determined from the Appendix A,
shall vary depending on (A) the number of Years of
Service the Participant has completed through the
date of Retirement or Separation from Service, as
applicable, and (B) the number of Know-How Points
established with respect to the position held by
such Participant as of the date of his Retirement
or Separation from Service; less
(ii) the amount of any benefit (in the form described
below) which such Participant earned (A) under any
other qualified or non-qualified defined benefit
retirement income or pension plan, trust, or other
arrangement sponsored by any System Company
(including, without limitation, Gulf States
Utilities Company Employees' Trusteed Retirement
Plan and Gulf States Utilities Company Executive
Income Security Plan) or (B) under any such
qualified or non-qualified defined benefit
retirement income or pension plans sponsored by
any previous employer or any other person, persons
or entities for whom the Participant may have been
employed on or before the date of his Retirement
or Separation from Service, regardless of whether
the Participant received a paid up benefit or a
cash payment under such plans in lieu thereof.
The benefits described in this Subsection (ii)
shall exclude any and all benefits earned under
the following plans: any stock bonus plans, profit
sharing plans, employee stock ownership plans, or
other defined contribution plans; and, except as
provided in Section 2.06(b), any Other Employer
Plans as to which the Participant has completely
waived all rights. For purposes of this
Subsection (ii), with respect to an unmarried
Participant, such benefits shall be expressed as a
single life annuity commencing at the
Participant's Normal Retirement Date and, as to
Participants who are married as of the date of
their Retirement or Separation from Service, such
benefits shall be expressed as a single life
annuity adjusted for a 50% joint and survivors
annuity benefit or the equivalent thereof
commencing at the Participant's Normal Retirement
Date.
2.02 Normal Retirement Benefit
A Participant who elects to Retire from the Employer as
of his Normal Retirement Date shall be entitled to a
monthly Retirement Income in a form described under
Article III of the Plan, commencing on his Normal
Retirement Date (which shall be his Income Commencement
Date). Such Participant's Benefit Base shall be computed
as described in Section 2.01, and, unless the Participant
elects an optional form of benefit under Section 3.02,
his Retirement Income shall be equal to that amount. If
the Participant elects an optional form of benefit under
Section 3.02, such Benefit Base shall be subject to
adjustment in accordance with the terms of that
provision.
2.03 Deferred Retirement Benefit
A Participant who elects to Retire from the Employer as
of his Deferred Retirement Date shall be entitled to a
monthly Retirement Income in a form described under
Article III of the Plan, commencing on his Deferred
Retirement Date (which shall be his Income Commencement
Date). Such Participant's Benefit Base shall be computed
as described in Section 2.01, and, unless the Participant
elects an optional form of benefit under Section 3.02,
his Retirement Income shall be equal to that amount. If
the Participant elects an optional form of benefit under
Section 3.02, such Benefit Base shall be subject to
adjustment in accordance with the terms of that
provision.
2.04 Early Retirement Benefit
A Participant who elects to Retire as of his Early
Retirement Date shall be entitled to a monthly Retirement
Income in a form described under Article III of the Plan,
commencing on his Early Retirement Date (which shall be
his Income Commencement Date). Such Participant's
Benefit Base shall be computed as described in Section
2.01, but such Benefit Base shall be reduced by the Early
Retirement Reduction Factor for each month by which the
Early Retirement Date precedes his Normal Retirement Date
and, unless the Participant elects an optional form of
benefit under Section 3.02, his Retirement Income shall
be equal to that reduced amount. If the Participant
elects an optional form of benefit under Section 3.02,
such Benefit Base shall be subject to further adjustment
in accordance with the terms of that provision. A
Participant who Separates from Service and, on or after
such Separation from Service Date, attains or has
attained the earliest age and Years of Service required
for early retirement under the Entergy Retirement Plan is
not required to elect early retirement under the terms of
this Section 2.04, but such Participant may, at any time
on or after such Separation from Service Date (but no
later than his Normal Retirement Date), elect to commence
his Retirement Income hereunder in accordance with the
terms of Section 2.05(b).
2.05 Separation Retirement Benefit
(a) Except as provided in Subsection (b) below, a
Participant who Separates from Service shall be entitled
to a monthly Retirement Income in a form described under
Article III of the Plan, commencing on his Normal
Retirement Date (which shall be his Income Commencement
Date). Such Participant's Benefit Base shall be computed
as described in Section 2.01, and, unless the Participant
elects an optional form of benefit under Section 3.02,
his Retirement Income shall be equal to that amount. If
the Participant elects an optional form of benefit under
Section 3.02, such Benefit Base shall be subject to
adjustment in accordance with the terms of that
provision.
(b) Early Commencement. Subject to consent from the
Employer, any Participant who Separates from Service may
elect to commence such monthly Retirement Income on the
first day of the month coincident with or any month
following the date on which such Participant, on or after
such Separation from Service Date, attains or has
attained the earliest age and requisite number of Years
of Service required for early retirement under the
Entergy Retirement Plan as in effect on his Separation
from Service Date (which commencement date shall be his
Income Commencement Date). Any such election must be
made in accordance with rules and regulations as
established from time to time by the Administrator, and
shall be made no later than his Normal Retirement Date;
provided that, if such Participant elects to receive such
monthly benefit prior to his Normal Retirement Date with
the consent of his Employer, his Benefit Base shall be
reduced by the Early Retirement Reduction Factor for
each month by which the Early Retirement Date precedes
his Normal Retirement Date.
2.06 Election of Benefits on Other Employer Sponsored Benefits
(a) Waiver Required. Notwithstanding any provision
stated herein to the contrary, in order for a Participant
or Beneficiary to receive any benefit under this Plan,
such Participant must expressly waive, revoke, forgive or
otherwise relinquish any and all rights to any benefits
under all Other Employer Plans. As a condition for any
benefits under this Plan, the Participant must further
provide the Administrator with written evidence of any
such waiver, revocation, forgiveness or otherwise
relinquishment of any and all such other rights or
benefits under such Other Employer Plans in such form as
the Administrator may require.
(b) Effect If No Waiver Possible. Subject to the prior
written consent from the Employer, but only to the extent
that any such other rights or benefits under any such
Other Employer Plans cannot be effectively waived,
revoked, forgiven or relinquished by the Participant, the
Employer may, in its sole and complete discretion, allow
any and all benefits payable hereunder nonetheless to be
payable at such times and in such amounts as described
above except that any such monthly Retirement Income
hereunder shall be reduced or offset by the amount of any
such other rights or benefits that the Participant may
otherwise receive on a monthly basis from such Other
Employer Plans.
(c) Actions Inconsistent With Waiver. If, for any
reason, the Participant makes any claim for benefits
under both this Plan and any of such Other Employer Plans
as to which such Participant has executed a waiver,
revocation, forgiveness or relinquishment of rights and
benefits, any and all benefits hereunder shall thereupon
immediately terminate except to the extent agreed to in
writing by the Employer, and the Employer shall
thereafter have the full and complete right to recover
from the Participant any and all benefits paid under the
terms of this Plan through the date of any such
forfeiture together with interest and reasonable
attorneys fees.
2.07 Vesting. Notwithstanding the foregoing, and except as
provided in Article VIII, a Participant shall not vest in
any benefits under the Plan until the date immediately
preceding the Participant's Retirement or Separation from
Service.
Article III.
AMOUNT AND FORM OF BENEFITS
3.01 Normal Form of Retirement Income
(a) Ten Year Continuous and Certain Benefit. Unless
the Participant makes an election under Section 3.02
below, his Retirement Income shall be a ten year
continuous and certain benefit which means that such
Retirement Income shall be paid in equal monthly
installments in the form of an annuity for the life of
the Participant with a minimum of 120 monthly payments to
the Participant or, in the event of his death, his Joint
Annuitant. Subject to any reduction required under
Section 2.04 (or Section 2.05(b), as applicable) for
early retirement, the amount of such monthly payments
shall be equal to the Participant's Benefit Base as
determined under Section 2.01. In the event that there
is a Joint Annuitant and such Joint Annuitant should
survive the Participant, the unpaid guaranteed monthly
payments remaining payable after the Participant's death
during the Ten Year Certain Period shall be paid to such
Joint Annuitant. If, at the time of the Participant's
death, there is no Joint Annuitant (e.g., the Participant
was not legally married as of his Retirement or
Separation from Service) or if the Joint Annuitant
predeceases the Participant, the remaining unpaid
guaranteed monthly payments payable during the Ten Year
Certain Period shall be paid to the Participant's
Beneficiary.
If the Joint Annuitant (or the Participant's
Beneficiary who is eligible in the absence of a Joint
Annuitant to receive the remaining unpaid guaranteed
monthly payments payable during the Ten Year Certain
Period, as applicable) should die before the end of the
Ten Year Certain Period, the remaining unpaid guaranteed
monthly payments payable during the Ten Year Certain
Period shall be paid to such person or persons as the
Joint Annuitant (or, if there was no Joint Annuitant or
in the instance where the Joint Annuitant predeceased the
Participant, the Beneficiary) may have designated in
writing to the Administrator prior to the Joint
Annuitant's (or, as applicable, the Beneficiary's) death
or, in the absence of any such beneficiary designation,
to the Joint Annuitant's (or, as applicable, the
Beneficiary's) estate. No such beneficiary designation
shall be binding or valid unless filed with and received
by the Administrator on or before the Joint Annuitant's
(or, as applicable, Beneficiary's) death.
There shall be no reduction in the Participant's
Benefit Base as a result of the extension of such
Retirement Income on a ten-year continuous and certain
basis. Except as provided in Article IV, no benefits
shall be paid under the Plan if the Participant dies
before his Income Commencement Date.
(b) Survivor's Benefit. If the Participant dies on
or after such Income Commencement Date, his Joint
Annuitant will be provided a monthly Survivor's Benefit
for the life of such Joint Annuitant equal to one-half of
the Benefit Base described under Section 2.01 (as reduced
under Sections 2.04 or Section 2.05(b), respectively,
based on the Participant's early retirement as
applicable). Notwithstanding the foregoing, if the
Participant timely elects an optional form of benefit
under Section 3.02, such optional form of benefit,
including Survivor's Benefit, shall be paid in lieu of
any amounts otherwise payable under this Section 3.01.
The monthly Survivor's Benefit shall commence as of the
first day of the month coincident with or next following
the later of (i) the date on which the Participant dies,
or (ii) the end of the Ten-Year Certain Period.
(c) Without limiting the breadth of Article IV, if the
Joint Annuitant predeceases the Participant, there shall
be no Survivor's Benefit under Section 3.01(b) except
that the monthly guaranteed payments shall be continued
in such instance to the Participant's Beneficiary for the
remainder of the Ten Year Certain Period as described in
Subsection (a) above to the extent applicable.
3.02 Optional Survivor's Benefit Option
(a) In lieu of the normal Survivor's Benefit described
in Section 3.01 above, a Participant who is legally
married as of his Income Commencement Date may elect to
increase the amount of the monthly Survivor's Benefit
payable to the Joint Annuitant, if any, on and after his
death subject to the following conditions:
(i) Such election must be made on or before the
earlier of (A) the date on which such Participant
attains age 64, or (B) the date occurring forty-
five (45) days immediately preceding the
Participant's Retirement or Separation from
Service;
(ii) Under this optional form of Survivor's Benefit,
the Survivor's Benefit payable to the Joint
Annuitant shall be a percentage designated by the
Participant in an amount equal to 66 2/3%, 75%,
90%, or 100% of the amount of the Participant's
Benefit Base (as adjusted for early retirement, as
applicable);
(iii) At the time the Participant elects this optional
form of Survivor's Benefit, he shall furnish to
the Administrator satisfactory proof of the age of
the Joint Annuitant;
(iv) The Participant may cancel his election for such
optional form of Survivor's Benefit at any time
prior to the deadline for making such elections as
described in Subsection (i) above after which date
any such election(s) shall become irrevocable;
(v) Any failure by the Participant to make an
affirmative written election hereunder on or
before the deadline established in Subsection (i)
above shall constitute a waiver of any right to
elect an optional form of benefit, including an
adjusted Survivor's Benefit, in which case the
terms of Section 3.01 shall govern to the extent
applicable;
(vi) The Survivor's Benefit under any such optional
form of benefit elected under this Section 3.02
shall terminate on the death of the Joint
Annuitant at any time after the Income
Commencement Date and all rights to a Survivor's
Benefit hereunder shall thereafter cease; and
(vii) Except as otherwise provided in this Section 3.02,
the terms and conditions for the payment of the
adjusted Retirement Income to the Participant (or
his Joint Annuitant or Beneficiary, as applicable)
including, without limitation, the payment of any
minimum guaranteed payments during the Ten Year
Certain Period, shall be governed by the terms
described in Section 3.01 above.
(b) Any election under this Section 3.02 shall cause
the Participant's Benefit Base (as adjusted for early
retirement, as applicable) to be adjusted based on the
relative ages of the Participant and his Joint Annuitant
at the time of his Income Commencement Date which
adjustment shall be in accordance with the applicable
adjustment tables attached hereto and made a part hereof
as Appendix B. If the Joint Annuitant should predecease
the Participant on or after the Income Commencement Date,
the Participant shall not thereafter be entitled to any
readjustment to his Retirement Income.
(c) Any Survivor's Benefit payable under this optional
form of benefit shall be a monthly benefit payable over
the life of the Joint Annuitant commencing as of the
first day of the month coincident with or next following
the later of (i) the date on which the Participant dies,
or (ii) the end of the Ten-Year Certain Period. Except
as provided in Article IV, no benefits shall be paid
under the Plan if the Participant dies before his Income
Commencement Date. Without limiting the breadth of
Article IV, if the Joint Annuitant predeceases the
Participant, there shall be no Survivor's Benefit under
Section 3.02 except that the monthly guaranteed payments
as adjusted hereunder shall be continued in such instance
to the Participant's Beneficiary for the remainder of the
Ten Year Certain Period as described in Section 3.01(a)
above to the extent applicable.
Article IV
PRE-RETIREMENT DEATH BENEFITS
4.01 Pre-Retirement Death Benefit if Participant is Eligible
for Retirement.
(a) Upon the death of a Participant on or after the
date on which he attained age 55 and ten (10) Years of
Service (or such earlier date as the Entergy Retirement
Plan may, at the time of the Participant's death, permit
for early retirement), but prior to his Income
Commencement Date, his Beneficiary shall be entitled to
receive 120 monthly payments under the Plan, commencing
as of the first day of the month next following the
Participant's death. The amount of each such monthly
benefit shall be equal to the Participant's Benefit Base
calculated as if he had not died on his actual date of
death but instead had:
(i) Retired on his Normal Retirement Date, with
the same Years of Service and Final Monthly
Compensation as of his date of death (or, in the
case of a Participant who continues his employment
beyond his Normal Retirement Date with the consent
of his Employer, but dies before his Income
Commencement Date, such Participant shall be
treated for purposes of this Section 4.01 as
having Retired as of his date of death);
(ii) Elected the normal form of benefit described
in Section 3.01 without additional adjustments
pursuant to Section 3.02; and
(iii) Then died immediately thereafter.
The Survivor's Preretirement Death Benefit described
hereunder shall not be reduced by the Early Retirement
Reduction Factor even if such benefits commence on or
before the Participant's Normal Retirement Date
determined as if he had lived.
(b) In the event that the Beneficiary should die
before the end of the Ten Year Certain Period, the
remaining unpaid monthly installments of the total 120
initial monthly payments payable during the Ten Year
Certain Period shall be paid in the same installments to
such person or persons as the Beneficiary may have
designated in writing to the Administrator prior to such
Beneficiary's death or, in the absence of any such
beneficiary designation, to such Beneficiary's estate.
No such beneficiary designation shall be binding or valid
unless filed with and received by the Administrator on or
before the Beneficiary's death.
(c) In the event that the Beneficiary is the
Participant's Surviving Spouse and such Surviving Spouse
is still living following the date on which the last of
the initial 120 payments is made, such Beneficiary shall
thereafter be entitled to receive monthly payments in an
amount equal to one-half of the Benefit Base determined
under Subsection (a) above. Such additional payments to
the Surviving Spouse shall commence on the first day of
the month next following the last of the initial 120
payments and shall continue for the remaining life of
such Surviving Spouse.
4.02 Pre-retirement Death Benefit if Participant is Not
Eligible for Retirement
Upon the death of a Participant prior to the date on
which he attained age 55 and ten (10) Years of Service
(or such earlier date as the Entergy Retirement Plan may,
at the time of the Participant's death, permit for early
retirement), his Beneficiary shall be entitled to
receive, for her life, monthly payments under the Plan
commencing as of the first day of the month next
following the date on which the Participant would have
attained age 55 had he lived. Such monthly payments
shall be in an amount equal to one-half of the
Participant's Benefit Base calculated as if he had not
died on his actual date of death but instead had:
(i) Retired on his Normal Retirement Date, with
the same Years of Service and Final Monthly
Compensation as of his date of death;
(ii) Elected the normal form of benefit described
under Section 3.01 without additional adjustments
pursuant to Section 3.02; and
(iii) Then died immediately thereafter.
The Survivor's Preretirement Death Benefit described
hereunder shall not be reduced by the Early Retirement
Reduction Factor even if such benefits commence on or
before the Participant's Normal Retirement Date
determined as if he had lived.
Article V
SOURCE OF PAYMENTS
5.01 Unfunded Plan. It is a condition of the Plan that
neither the Participant nor any other person or entity
shall look to any other person or entity other than the
Employer for the payment of benefits under the Plan. The
Participant or any other person or entity having or
claiming a right to payments hereunder shall rely solely
on the unsecured obligation of the Employer set forth
herein. Nothing in this Plan shall be construed to give
the Participant or any such person or entity any right,
title, interest, or claim in or to any specific asset,
fund, reserve, account or property of any kind
whatsoever, owned by the Employer or in which the
Employer may have any right, title or interest now or in
the future. However, the Participant or any such person
or entity shall have the right to enforce his claim
against the Employer in the same manner as any other
unsecured creditor of the Employer.
5.02 Employer Liability. At its own discretion, the Employer
may purchase such insurance or annuity contracts or other
types of investments as it deems desirable in order to
accumulate the necessary funds to provide for the future
benefit payments under the Plan. Notwithstanding
anything to the contrary herein, (1) the Employer shall
be under no obligation to fund the benefits provided
under this Plan; (2) the investment of Employer funds
credited to a special account established hereunder shall
not be restricted in any way; and (3) such funds may be
available for any purpose the Employer may choose.
Article VI.
FORFEITURES
6.01 Forfeitures. The Participant shall cease to be a
Participant hereunder and no benefits under the Plan
shall be payable hereunder on and after any of the
following events:
(1) if the Participant continues his employment with the
Employer after his Normal Retirement Date without the
prior written consent of the Employer which consent may
be freely withheld;
(2) if the Participant voluntarily terminates his
employment with the Employer prior to his Normal
Retirement Date without the prior written consent of his
Employer, which consent may be freely withheld;
(3) if the Participant is involuntarily terminated by
the Employer for cause. For purposes of the Plan,
termination for cause shall include:
(a) a material violation by the Participant of any
agreement with the Employer to which he is a
party;
(b) a material violation of the employer-employee
relationship existing between the Participant and
the Employer at the time, including, without limi
tation, breach of confidentiality, moral
turpitude, theft or defalcation; and
(c) a material failure by the Participant to perform
the services required by him by any agreement with
the Employer to which he is a party, or, if there
is no such agreement, a material failure by the
Participant to perform the reasonable customary
services of an employee holding the type of
position he holds at the time;
(4) if the Participant loses his status as an officer of
the Employer (otherwise than for the purpose of assuming
an officer position with another System Company) or
otherwise has the Know-How Points for his position
reduced to a level less than 1,451 ("Demotion");
(5) except as otherwise provided in Section 2.06, if the
Participant (i) fails to expressly waive, revoke, forgive
or otherwise relinquish any and all rights to any
benefits under all Other Employer Plans in such form and
in accordance with such procedures as the Administrator
may from time to time establish, or (ii) files a claim
under such Other Employer Plans inconsistent with the
waiver filed with the Administrator;
(6) if the Participant engages in any employment (without
the prior written consent from the Employer) either
individually or with any person, corporation,
governmental agency or body, or other entity in
competition with, or similar in nature to, any business
conducted by any System Company at any time within the
ten Year period commencing at Retirement or Separation
from Service, as applicable;
(7) if the Participant shall divulge, communicate or use
to the detriment of the Employer or any System Company,
or use for the benefit of any other person or entity, or
misuse in any way, any confidential or proprietary
information or trade secrets of the Employer or any
System Company, or engage in any activities that are
contrary to the best interests of the Employer or any
System Company; or
(8) if the Participant voluntarily terminates his
employment or his employment is terminated with the
Employer prior to his completion of five (5) actual Years
of service or employment with the System.
6.02 Advisory Services. As a condition for benefits under
this Plan, the Participant must hold himself available to
render advisory services, with his consent, if so
requested by the Employer, during the period beginning
with his Retirement or Separation from Service, as
applicable, and continuing for a period of ten Years
thereafter. The Participant shall control the manner in
which he renders services hereunder and may, at his
discretion, decline to render any such services requested
by the Employer if the Participant's time constraints are
such that the rendering of such services would result in
an undue burden upon the Participant.
Article VII.
PLAN ADMINISTRATION
7.01 Administration of Plan. Subject to periodic review by
the Personnel Committee, the Administrator shall have the
exclusive right to interpret the provisions of the Plan
and to resolve any questions arising hereunder or in
connection with the administration hereof. Any decision
or action of the Administrator shall be conclusive and
binding upon the Participant, any Joint Annuitant, and
any beneficiaries. The Chairman of the Board of
Directors shall from time to time appoint and, as the
Chairman may determine appropriate, remove the
Administrator who shall operate and administer the Plan.
The Administrator shall discharge his duties for the
exclusive benefit of the Participants and their
beneficiaries. The Administrator shall administer the
Plan in accordance with its terms and shall have such
powers necessary for such purpose including, without
limitation:
(a) to adopt such rules and regulations as he shall deem
desirable or necessary for the administration of the Plan
on a consistent and uniform basis;
(b) to interpret the Plan including, without limitation,
the power to use his sole and exclusive discretion to
construe and interpret (i) the Plan, (ii) the intent of
the Plan, and (iii) any ambiguous, disputed or doubtful
provisions of the Plan;
(c) to resolve any questions concerning eligibility for
benefits under the Plan subject to the terms herein
stated, and to require such information as he may
reasonably request as a condition for receiving any
benefit under the Plan;
(d) to compute the amount of the benefit payable
hereunder to Participants, any Joint Annuitants, or any
beneficiaries;
(e) to execute or deliver any instrument or make any
payment on behalf of the Plan;
(f) to employ one or more persons to render advice with
respect to any of the Administrator's responsibilities
under the Plan; and
(g) to direct the Employer concerning all payments that
shall be made pursuant to the terms of the Plan.
All decisions of the Administrator of any type, including
the interpretation or construction of the Plan, shall be
final and binding on all parties and shall not be
disturbed unless the Administrator's decisions are
arbitrary and capricious. The Administrator shall by
rule or regulation establish a claims procedure under
which a claimant shall receive notice in writing in the
event any claim for benefits with respect to the
Participant's participation in the Plan has been denied;
such notice shall set forth the specific reasons for such
denial. Such claims procedures shall also provide an
opportunity for full and fair review by the Administrator
of any denial of a claim.
7.02 Reliance on Reports and Certificates. The Board of
Directors, the Personnel Committee, the Administrator and
the Employer may rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished
by an actuary, accountant, counsel or other person who
may from time to time be employed or engaged for such
purposes.
Article VIII.
AMENDMENT AND TERMINATION
8.01 General. The Board of Directors may at any time amend,
supplement, modify or terminate the Plan, subject to the
provisions of Section 8.02 hereof.
8.02 Restrictions on Amendment or Termination. Any amendment,
supplement or modification to, or the termination of, the
Plan shall be subject to the following restrictions:
(a) The Employer shall continue, subject to the
provisions of Article II and Section 6.01, to make
payments to any retired or separated Participant or
Beneficiary then entitled to payments as if the Plan
had not been amended, supplemented, modified or
terminated; and
(b) As to any Participant who has not yet begun receiving
monthly benefits under the Plan, the Employer,
subject to any provisions of Article II to the
contrary, shall remain obligated to provide a benefit
upon the earlier of the Participant's Early
Retirement Date or death that is actuarially
equivalent to (and payable for the term of) the
accrued benefit under Article II earned by the
Participant at the time the Plan is amended, supple
mented, modified or terminated.
8.03 Successors to Business of Employer. The Employer shall
not sell all or substantially all of its assets or
participate in any merger, consolidation or similar
reorganization as to which it is not the surviving entity
unless the successor to the business of the Employer or
other surviving entity, by whatever form or manner
resulting, shall continue the Plan. Thereupon such
successor or surviving entity shall succeed to all the
rights, powers and duties of the Employer and the Board
of Directors hereunder. The employment of the
Participant who has continued in the employ of such
successor or surviving entity shall not be deemed to have
been terminated or severed for any purpose hereunder.
8.04 Dissolution of the Employer. In the event that the
Employer is dissolved or liquidated by reason of bankrupt
cy, insolvency or otherwise prior to the Employee's death
or Retirement from Service, without any provision being
made for the continuance of the Plan by a successor to
the business of the Employer or unless another System
Company shall have assumed the obligations of the
Employer under the Plan, the date on which such
dissolution or liquidation occurs shall be deemed to be
the non-retired Participant's Early Retirement Date and
the Participant's Retirement from Service shall be deemed
to have occurred on his Early Retirement Date. At the
option of the person entitled thereto, the actuarial
equivalent of such benefits shall be paid immediately in
one lump sum. Upon the date of such liquidation or
dissolution in the case of a retired Participant or
Beneficiary who is receiving benefit payments under the
Plan, the actuarial equivalent of the benefits then
remaining to be paid under the Plan to the Participant,
Joint Annuitant, or Beneficiary, as applicable, shall be
paid immediately in one lump sum at the option of the
person entitled thereto.
Article IX.
ALIENATION
9.01 No Alienation. The benefits provided hereunder shall not
be subject to alienation, assignment, pledge,
anticipation, attachment, garnishment, receivership,
execution or levy of any kind, including liability for
alimony or support payments, and any attempt to cause
such benefits to be so subjected shall not be recognized,
except to the extent as may be required by law.
APPENDIX A
DESIGNED TARGET PAY REPLACEMENT RATIOS
FOR THE PROPOSED
SYSTEM EXECUTIVE RETIREMENT PLAN (SERP)
OF ENTERGY CORPORATION AND SUBSIDIARIES
Target Pay Replacement Level For Executives With Know-How Points:
Years Of Chairman & CEO Above 1,901** Between 1,451 & 1,900***
Service* 55% 50% 45%
1 3.3% 3.0% 2.7%
2 6.6% 6.0% 5.4%
3 9.9% 9.0% 8.1%
4 13.2% 12.0% 10.8%
5 16.5% 15.0% 13.5%
6 19.8% 18.0% 16.2%
7 23.1% 21.0% 18.9%
8 26.4% 24.0% 21.6%
9 29.7% 27.0% 24.3%
10 33.0% 30.0% 27.0%
11 36.3% 33.0% 29.7%
12 39.6% 36.0% 32.4%
13 42.9% 39.0% 35.1%
14 46.2% 42.0% 37.8%
15 49.5% 45.0% 40.5%
16 50.6% 46.0% 41.4%
17 51.7% 47.0% 42.3%
18 52.8% 48.0% 43.2%
19 53.9% 49.0% 44.1%
20 55.0% 50.0% 45.0%
21 56.0% 51.0% 46.0%
22 57.0% 52.0% 47.0%
23 58.0% 53.0% 48.0%
24 59.0% 54.0% 49.0%
25 60.0% 55.0% 50.0%
26 61.0% 56.0% 51.0%
27 62.0% 57.0% 52.0%
28 63.0% 58.0% 53.0%
29 64.0% 59.0% 54.0%
30 65.0% 60.0% 55.0%
* Replacement Ratio for fractional years will be determined by
interpolating the difference between the ratio corresponding
to completed years of service and the ratio corresponding to
the next higher year of service.
APPENDIX B-1--100%J&S
Joint and 100% Survivor Pension Factors
If The Participant Is " O L D E R " Than The Joint Annuitant
And The Age Difference Is:
If Participant's
Less Than Age Is
Greater Or Less Than: 58 61 64 100
Than but Equal To Greater Than or 0 58 61 64
Equal to:
40 100 89% 88% 86% 84%
30 40 89% 88% 86% 84%
20 30 90% 88% 87% 85%
17 20 90% 89% 88% 86%
14 17 90% 89% 88% 87%
11 14 91% 89% 88% 87%
8 11 91% 90% 89% 87%
5 8 92% 90% 90% 88%
2 5 92% 91% 91% 89%
0 2 93% 91% 91% 90%
If The Participant Is " Y O U N G E R " Than The Joint Annuitant
And The Age Difference Is:
If Participant's
Less Than Age Is
Greater Or Less Than: 58 61 64 100
Than but Equal To Greater Than or 0 58 61 64
Equal to:
0 2 93% 92% 92% 90%
2 5 93% 93% 92% 92%
5 8 94% 94% 94% 93%
8 11 95% 95% 95% 94%
11 14 95% 96% 95% 95%
14 17 96% 97% 96% 96%
17 20 98% 97% 97% 97%
20 100 98% 98% 98% 97%
APPENDIX B-2--90%J&S
Joint and 90% Survivor Pension Factors
If The Participant Is " O L D E R " Than The Joint Annuitant
And The Age Difference Is:
Less If Participant's
Than Age Is
Greater Or Less Than: 58 61 64 100
Than but Equal To Greater Than or 0 58 61 64
Equal to:
40 100 91% 90% 89% 87%
30 40 91% 90% 89% 87%
20 30 92% 90% 90% 88%
17 20 92% 91% 90% 89%
14 17 92% 91% 90% 90%
11 14 93% 91% 90% 89%
8 11 93% 92% 91% 90%
5 8 94% 92% 92% 90%
2 5 94% 93% 93% 91%
0 2 94% 93% 93% 92%
If The Participant Is " Y O U N G E R " Than The Joint Annuitant
And The Age Difference Is:
Less If Participant's
Than Age Is
Greater Or Less Than: 58 61 64 100
Than but Equal To Greater Than or 0 58 61 64
Equal to:
0 2 94% 94% 94% 92%
2 5 94% 94% 94% 94%
5 8 95% 95% 95% 94%
8 11 96% 96% 96% 95%
11 14 96% 97% 96% 96%
14 17 97% 98% 97% 97%
17 20 98% 98% 98% 98%
20 100 98% 98% 98% 98%
APPENDIX B-3--75%J&S
Joint and 75% Survivor Pension Factors
If The Participant Is " O L D E R " Than The Joint Annuitant
And The Age Difference Is:
Less If Participant's
Than Age Is
Greater Or Less Than: 58 61 64 100
Than but Equal To Greater Than or 0 58 61 64
Equal to:
40 100 95% 94% 93% 92%
30 40 95% 94% 93% 92%
20 30 95% 94% 94% 93%
17 20 95% 95% 94% 93%
14 17 95% 95% 94% 94%
11 14 96% 95% 94% 93%
8 11 96% 95% 95% 94%
5 8 96% 95% 95% 94%
2 5 96% 96% 96% 95%
0 2 97% 96% 96% 95%
If The Participant Is " Y O U N G E R " Than The Joint Annuitant
And The Age Difference Is:
Less If Participant's
Than Age Is
Greater Or Less Than: 58 61 64 100
Than but Equal To Greater Than or 0 58 61 64
Equal to:
0 2 97% 96% 96% 95%
2 5 97% 97% 96% 96%
5 8 97% 97% 97% 97%
8 11 98% 98% 98% 97%
11 14 98% 98% 98% 98%
14 17 98% 99% 98% 98%
17 20 99% 99% 99% 99%
20 100 99% 99% 99% 99%
APPENDIX B-4--66&2/3%J&S
Joint W/66 & 2/3% Survivor Pension Factors
If The Participant Is " O L D E R " Than The Joint Annuitant
And The Age Difference Is:
Less If Participant's
Than Age Is
Greater Or Less Than: 58 61 64 100
Than but Equal To Greater Than or 0 58 61 64
Equal to:
40 100 96% 96% 95% 95%
30 40 96% 96% 95% 95%
20 30 97% 96% 96% 95%
17 20 97% 96% 96% 95%
14 17 97% 96% 96% 96%
11 14 97% 96% 96% 95%
8 11 97% 97% 96% 96%
5 8 97% 97% 97% 96%
2 5 97% 97% 97% 96%
0 2 98% 97% 97% 97%
If The Participant Is " Y O U N G E R " Than The Joint Annuitant
And The Age Difference Is:
Less If Participant's
Than Age Is
Greater Or Less Than: 58 61 64 100
Than but Equal To Greater Than or 0 58 61 64
Equal to:
0 2 98% 97% 97% 97%
2 5 98% 98% 97% 97%
5 8 98% 98% 98% 98%
8 11 98% 98% 98% 98%
11 14 98% 99% 98% 98%
14 17 99% 99% 99% 99%
17 20 99% 99% 99% 99%
20 100 99% 99% 99% 99%