EXHIBIT 10.12
RG&E UNFUNDED
RETIREMENT INCOME PLAN
Restatement as of July 1, 1995
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ROCHESTER GAS AND ELECTRIC CORPORATION hereby establishes the RG&E Unfunded
Retirement Income Plan in accordance with various provisions of the Internal
Revenue Code of 1986, as amended.
ARTICLE ONE
Definitions
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1.1 "Plan shall mean this RG&E Unfunded Retirement Income Plan.
1.2 "Funded Plan" shall mean The RG&E Retirement Plan.
1.3 "Company" shall mean Rochester Gas and Electric Corporation, which is a
participating employer under the Funded Plan, except where a specific
reference is made to a particular corporation.
1.4 "Board" shall mean the Board of Directors of Rochester Gas and Electric
Corporation.
1.5 "Committee" shall mean the Retirement Plan Committee as described in that
Plan.
1.6 "Effective Date" shall mean January 1, 1983.
1.7 "Employee" shall mean a participant in the Funded Plan.
ARTICLE TWO
Purpose of Plan
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2.1 This Plan implements the Congressional intent of providing retirement
benefits by means of both a funded and an unfunded plan.
2.2 This Plan also provides benefits for individuals named in ARTICLE FOUR-A to
replace retiree life insurance which was cancelled.
2.3 This Plan further provides benefits in ARTICLE FOUR-B for employees who
cannot otherwise receive the maximum Company matching contribution under
the RG&E Savings Plus Plan.
ARTICLE THREE
Eligibility
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3.1 All Employees eligible to receive benefits from the Funded Plan shall be
eligible to receive benefits under this Plan if their benefits cannot be
fully provided by the Funded Plan pursuant to Sections 401(a)(17) and
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415 of the Code after the Effective Date, regardless of when they may have
retired, and/or if they have received an award under the RG&E Executive
Incentive Plan. In addition, certain Employees whose rate of benefit
accrual under the Funded Plan lessened as of January 1, 1989, as compared
to the rate of accrual in effect in December 31, 1988, will be eligible for
benefits under this Plan.
3.2 The eligibility requirements for participation in ARTICLES FOUR-A and FOUR-
B are stated therein.
ARTICLE FOUR
Benefits
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4.1 The Company shall pay the benefits due under this Plan, each month during
the Employee's life coincident with the payment date of his benefits under
the Funded Plan, except as otherwise provided.
4.2 The benefit payable under this Plan shall be the amount of the straight
life annuity or the contingent annuitant annuity to which an Employee would
otherwise be entitled under the Funded Plan if the Funded Plan (i) did not
include the limitation on compensation under Section 401(a)(17) and the
limitation on benefits under Section 415 of the Code, (ii) did include any
award under the RG&E Executive Incentive Plan as compensation in the
benefit formula, and (iii) had a definition of final average compensation
based on the 36 months (not necessarily consecutive) within the 120 months
preceding termination which produce the highest average, less the amount of
straight life annuity or contingent annuitant annuity to which the Employee
is entitled under the Funded Plan as constituted at the time of the
calculation. In calculating said benefit there shall also be taken into
account the difference, if any, between the benefit payable from the Funded
Plan and the benefit that would have been payable from the Funded Plan (as
modified in the preceding sentence) had the benefit formula applicable to
the particular Employee as of December 31, 1988, remained in effect.
4.3 This benefit shall be payable and computed as a straight life annuity or as
a contingent annuitant annuity depending on the form in which the
Employee's benefit is payable under the Funded Plan. If an Employee's
benefit from the Funded Plan is subject to an actuarial reduction because
of the time when payment commences, his benefit from this Plan shall also
be actuarially reduced.
4.4 The benefits payable under this Plan shall be paid by the Company each year
out of its general assets and shall not be otherwise funded.
ARTICLE FOUR-A
Insurance Replacement
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4-A In consideration of the cancellation by the Company of certain life
insurance of retirees, the individuals named in Appendix A attached to this
Plan shall be paid the amounts listed after their names on a monthly basis
for 120 months following retirement pursuant to the Funded Plan. In the
event of an individual's death after retirement but prior to the completion
of 120 monthly payments, the balance of such payments shall be made to the
beneficiary designated by individual or to the
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estate of the individual should there be no beneficiary then living or
designated. Where payments have been made to a surviving beneficiary who
dies before a total of 120 payments have been made, any balance of such
payments shall be made to the estate of the beneficiary.
ARTICLE FOUR-B
Savings Plan Restoration
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Savings Plus Plan Restoration
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4-B In order that participants in the RG&E Savings Plus Plan shall be able to
contribute an amount equal to five percent of compensation and to receive a
Company matching contribution equal to two and one-half percent of
compensation, including the amounts contributed to the Savings Plus Plan,
such participants shall be able to elect to defer the difference between
their Savings Plus Plan contributions and five percent of their total
compensation and to be credited with a Company matching contribution equal
to one-half of such deferral. An account shall be created for each employee
who defers hereunder and in order to measure the amount in such account
from time to time, the amounts credited to such account shall be deemed to
be invested in shares of RG&E Common Stock (with dividends deemed
reinvested and valued as under the Savings Plus Plan) until the amount in
the account is paid to the employee. The time for deferring hereunder shall
be within three days after the effective date (December 16, 1992) for the
first deferral, within 30 days of becoming eligible for the first time, and
prior to the year in which the income to be deferred is to be earned for
other deferrals. The total amount deferred in the account hereunder shall
be paid in a single sum in the first quarter of the calendar year following
the employee's termination of employment, unless otherwise elected at the
time of the election to defer.
ARTICLE FIVE
Administration
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5.1 This Plan shall be administered by the Committee in accordance with its
terms and purposes.
5.2 The Committee shall determine the benefits due each Employee from this Plan
and shall cause them to be paid by the Company accordingly.
5.3 The Committee shall inform each Employee of any elections which the
Employee may possess and shall record such choices along with such other
information as may be necessary to administer the Plan.
5.4 The decisions made by and the actions taken by the Committee in the
administration of this Plan shall be final and conclusive on all persons,
and the members of the Committee shall not be subject to individual
liability with respect to this Plan.
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ARTICLE SIX
Amendment and Termination
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6.1 While the Company intends to maintain this Plan for as long as necessary,
the Board reserves the right to amend and/or terminate it at any time for
whatever reasons it may deem appropriate.
6.2 Notwithstanding the preceding Section, however, the Company hereby makes a
contractual commitment to pay the benefits accrued under this Plan to the
extent it is financially capable of meeting such obligation.
ARTICLE SEVEN
Miscellaneous
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7.1 Nothing contained in this Plan shall be construed as a contract of
employment between the Company and an Employee, or as a right of any
Employee to be continued in the employment of the Company, or as a
limitation of the right of the Company to discharge any of its Employees,
with or without cause.
7.2 The benefits payable under this Plan are non-transferable, non-assignable
and non-alienable.
IN WITNESS WHEREOF the Company has caused this amended and restated plan
document to be executed by its duly authorized officer this 21st day of June,
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1995.
ROCHESTER GAS AND ELECTRIC CORPORATION
By DAVID C. HEILIGMAN
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Its Vice President, Finance and
Corporate Secretary
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ARTICLE FOUR-A
Appendix A
Post Retirement
Name Monthly Payment (120 Months)
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Paul W. Briggs $3,833.33
Keith W. Amish 2,916.67
Harry G. Saddock 2,083.33
Mario Silvestrone 858.33
Dean W. Caple 812.50
Richard J. Rudman 466.67
David K. Laniak 466.67
John E. Arthur 408.33
Francis A. Sullivan, Jr. 350.00
Roger W. Kober 291.67
Joseph J. Hartman 141.67
William C. Bailey 133.33
Lee S. Lang 125.00