EXHIBIT 10.4
CONSUMERS WATER COMPANY
1992 DEFERRED COMPENSATION PLAN FOR DIRECTORS
PLAN B
Effective January 1, 1992
This Deferred Compensation Plan is intended to permit certain members
of the Board of Directors of Consumers Water Company to defer the payment of
all or a specified portion of the director fees payable to him or her.
ARTICLE I
Definitions
The following terms, when used herein, shall have the meanings as
hereinafter set forth, unless the context indicates otherwise:
1.01 "Board" shall mean the Board of Directors of Consumers.
1.02 "Bond Rate" shall mean the "ten year plus high quality corporate
bond rate" published from time to time by Merrill Lynch Pierce Fenner &
Smith, Inc., plus two percent, or in the event that such rate shall not then
be published, a comparable index rate selected by the Committee.
1.03 "Committee" shall mean the committee appointed in accordance with
Article V.
1.04 "Consumers" shall mean Consumers Water Company or any
organization with or into which it may be merged or consolidated, unless the
context requires otherwise.
1.05 "Deferred Compensation Account" shall have the meaning provided
in Article III hereof.
1.06 "Director" shall mean a member of the Board of Directors of
Consumers.
1.07 "Fees" shall mean the fees payable to a Director for services as
a Director, including services as a member of any committee of Directors.
1.08 "Plan" shall mean this Consumers Water Company 1992 Deferred
Compensation Plan for Directors, Plan B, as amended from time to time
hereafter.
ARTICLE II
Election to Defer
2.01 Initial Election. A Director may elect, on or before December 31
of any year, to defer payment of all or a specified portion of all Fees
payable to him or her for services performed during the following calendar
year (less those Fees to be deferred under any other deferred compensation
plan for directors of Consumers then in effect). Any person who is appointed
by the Board or elected by the shareholders of Consumers to fill a vacancy
on the Board and who was not a Director on the preceding December 31, may
elect, before his or her term begins, to defer all or a specified part of
his or her Fees for the balance of the calendar year following such
appointment or election and for succeeding calendar years. Each Director on
the date this Plan is adopted may elect, at any time during the ten (10) day
period following such date, to defer payment of all or a specified portion
of the Fees payable to him or her for services performed after the date of
such election, during the calendar year in which the Plan is adopted. An
election shall be made by delivering a written election to the Committee on
such form as may be approved by it. An election shall remain in effect until
modified or terminated as provided in Sections 2.02 and 2.03 of this Plan.
2.02 Modification of Election. A Director may modify a previous
election, on or before December 31 of any year, to increase or decrease the
portion of his or her Fees to be deferred during the following calendar
year. An election may be modified by written notice delivered to the
Committee on such form as may be approved by or acceptable to it.
2.03 Termination of Election. A Director may terminate an election to
defer Fees by written notice delivered to the Committee on such form as may
be approved by or acceptable to it. Termination of an election shall be
effective as of the end of the calendar year in which such notice is
delivered. Fees deferred by such Director prior to the effective date of
such termination shall be distributed when and as provided in Article IV.
2.04 Amounts Transferred. Any balance transferred into the Plan by a
participating Director upon the termination of any other deferred
compensation plan of Consumers, as and when allowed by Consumers, shall be
treated for all purposes as having been deferred hereunder as of the date
such balances are credited to a participating Director's Deferred
Compensation Account under the Plan.
ARTICLE III
Deferred Compensation Account
Consumers shall credit such sums as may be deferred by a Director
pursuant to Article II hereof to a book account (hereinafter referred to as
"Deferred Compensation Account"). Subject to the provisions set forth below
in this Article III, at the end of each calendar month any sum carried in
each Deferred Compensation Account on the last day of each such calendar
month shall be credited with interest calculated at a rate equal to 1/12 of
the Bond Rate for the last trading day in such month. In the event that, in
any month, a lump sum payment is made, or periodic payments are initiated,
or if a Director ceases to be a Director prior to the end of any calendar
month, then, in either such event, the number of months for which interest
is to be calculated shall be rounded to the nearest whole number of months
and interest therefor shall be calculated as provided above.
ARTICLE IV
Distribution of Deferred Fees
4.01 Retirement. If a Director ceases to serve, for any reason other
than death, as a Director of Consumers, and has reached age 65, (or is no
longer a director on the date when amounts are transferred to his Deferred
Compensation Account hereunder)Consumers shall pay to him or her the amount
credited to his or her Deferred Compensation Account pursuant to Section
4.03.
4.02 Request for Accelerated Payout. Upon the request of a Director or
of a person who is no longer serving as a Director, the Committee may, in
its sole discretion, approve payments of the amount credited to his or her
Deferred Compensation Account in installments over a shorter period, or in a
single lump sum. A Director receiving payments pursuant to a request under
this Section 4.02 will no longer be eligible for deferral of future
compensation pursuant to Article II above.
4.03 Manner of Payment. Payments of the amount credited to a
Director's Deferred Compensation Account shall be in equal monthly
installments over a period of ten years. In the sole discretion of the
Committee, upon the request of a Director, payment of the amount so credited
may be in equal monthly installments over a shorter period or in a lump sum.
Interest credited in accordance with Article III during the period
installments are paid pursuant to this Section 4.03 shall be distributed
currently. In the event a Director dies prior to receiving the entire
balance credited to his or her Deferred Compensation Account, any remaining
balance shall within 90 days following his or her death be paid in a single
lump sum payment to his or her beneficiary, or to his estate, as the case
may be.
4.04 Death. If a Director ceases to serve as a Director on account of
death, then Consumers shall pay within 90 days of such death the entire
amount credited to his or her Deferred Compensation Account, in a single
lump sum payment to his or her beneficiary, or to his or her estate, as the
case may be.
4.05 Designation of Beneficiary. Each Director may, from time to time,
by completing and signing a form furnished by the Committee, designate any
person or persons (who may be designated concurrently, contingently or
successively), his or her estate or any trust or trusts created by him or
her, to receive amounts which are payable under this Plan to his or her
designated beneficiary or beneficiaries. Each beneficiary designation shall
revoke all prior designations and will be effective only when filed with the
Committee. If a Director fails to designate a beneficiary, or if a
beneficiary dies before the date of such Director's death and no contingent
beneficiary has been designated, then the amounts which are payable as
aforesaid shall be paid to his or her estate.
ARTICLE V
Committee
5.01 Appointment of Committee. The Board shall appoint a Committee of
not less than two (2) Directors (each of whom has not, during, or during the
one year prior to, such service on the Committee been granted or awarded
equity securities (within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, or any successor provision) pursuant to
any plan of Consumers or any of its affiliates) who shall have authority to
control and manage the administration of the Plan. The Committee shall act
by a majority of its members and such action shall be taken by a vote at a
meeting or in a writing without a meeting.
5.02 Resignation or Removal. Any member of the Committee may resign at
any time by delivering to the Board a written notice of resignation which
shall take effect at a date specified therein. Each member shall serve at
the pleasure of the Board and may be removed by delivery of written notice
of removal which shall take effect at the date specified therein. The Board,
as soon as practicable following receipt of a written notice of resignation
or delivery of a written notice of removal of any member of the Committee,
shall consider the appointment of a successor.
5.03 Delegation of Ministerial Duties. The Committee may, by a
writing, signed by a majority of its members, delegate to any member or
members of the Committee or to any employee or employees of Consumers,
severally or jointly, the authority to perform any ministerial act in
connection with the administration of the Plan.
ARTICLE VI
Miscellaneous
6.01 Unsecured Promise. This Plan shall not be construed to create or
require Consumers to create a trust of any kind. The Plan is intended and
accepted by each Director as an unfunded plan pursuant to which the rights
of the Directors and their beneficiaries shall be no greater than the right
of any unsecured general creditor of Consumers.
6.02 Assignment. The right of any Director or any beneficiary to the
payment of amounts deferred pursuant to this Plan shall not be subject to
alienation, assignment, garnishment, attachment, execution or levy of any
kind, and any attempt to cause such benefits to be so subjected shall not be
recognized by Consumers.
6.03 Amendment and Termination. Consumers reserves the right to amend
and terminate this Plan.
6.04 Governing Law. This Plan shall be governed and construed by the
laws of the State of Maine.