EXHIBIT 10(p)
AMENDMENT TO
NATIONAL GRID USA COMPANIES'
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
Pursuant to the provisions of the National Grid USA Companies' Executive
Supplemental Retirement Plan (the Supplemental Plan) said Supplemental Plan is
hereby amended as of February 1, 2002 as follows:
A second paragraph shall be added to Section 1.04 "Qualifications and
Effect" and shall read:
All benefits under Eastern Utilities Associate's Supplemental Retirement
Plan for Certain Officers of Eastern Utilities Associates and its
Affiliated Companies and the Retirement Restoration Plan for Members of
the Employee's Retirement Plan of Eastern Utilities Associates and its
subsidiary Companies (together referred to as the EUA Plans) were frozen
as of April 30, 2000. Benefit calculation methodology for former Eastern
Utility Associate employees who became National Grid employees and
Participants in the Supplemental Plan as of May 1, 2000 or thereafter is
set forth in Appendix C, a copy of which is attached hereto and
incorporated by reference as if fully set forth herein.
A third paragraph shall be added to Section 1.04 "Qualification and
Effect" and shall read:
Niagara Mohawk Supplemental Executive Retirement Plan (NIMO SERP) shall be
merged and incorporated into the Supplemental Plan, effective February 1,
2002. All benefit accruals under the NIMO SERP shall be frozen as of
January 31, 2002. Except as set forth in Appendix C, inconsistent
provisions between the NIMO SERP and the Supplemental Plan shall be
controlled by the terms of the Supplemental Plan. The benefit calculation
and methodology for NIMO SERP participants, including those who become
National Grid employees on or after January 31, 2002 and meet Supplemental
Plan eligibility requirements necessary to accrue additional benefits is
set forth in Appendix C.
Section 2.18 "Level E Participant" is amended to read:
Level E Participant means any Participant who is specially designated such
by the CEO in Appendix B, a copy of which is attached hereto and
incorporated by reference as if fully set forth herein, notwithstanding
the fact that he/she would otherwise have qualified as a Level A, B, or C
Participant.
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Section 2.2.2 "Qualified Compensation" is amended to read:
Qualified Compensation means compensation utilized in the calculation of
the Participant's Qualified Plan benefit, without regard to any reduction
required by Section 4.01(a)(17) of the Code; provided, however, Qualified
Compensation shall include additional earnings received by a Participant
from any entity as specifically authorized by the CEO. Effective April 1,
2003 future deferrals under the National Grid USA Companies Deferred
Compensation Plan will be included under this Section 2.22 for
Supplemental Plan Participants who accrue benefits on or after said date.
A new Section 5.04 "Cash Out" shall be added to Article 5.0 and shall read
as follows:
In the event that a Participant has a benefit under the Supplemental Plan
with a value of less than ten thousand dollars ($10,000), determined
utilizing the interest rate and mortality assumptions applicable for
determining five thousand dollar ($5,000) cash outs under the Qualified
Plan, the benefit shall automatically be paid out in the form of a lump
sum distribution at retirement. In the event that FICA taxes are due on
Supplemental Plan benefits commencing upon retirement, unless the
Participant elects to pay FICA taxes due at retirement on said
Supplemental Plan benefit out of pocket, to the extent permitted by law,
the taxes will be paid through an actuarial reduction in the Participant's
benefit in an amount sufficient to cover a lump sum payment of the FICA
taxes and applicable withholding taxes.
Appendix A shall be titled "Level D Participants".
A new "Appendix B" shall be added to the Supplemental Plan and shall read
as f follows:
Appendix B - Level E Participants
For purposes of the Supplemental Plan, William E. Davis shall be
considered a Level B Participant.
For purposes of Sections 2.22 and 3.01 of the Supplemental Plan, Thomas E.
Rogers and Charles H. Moser shall be deemed Level B Participants. For all
other purposes they shall be deemed Level C Participants.
A new "Appendix C" shall be added to the Supplemental Plan and shall read
as follows:
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Appendix C - Merger Transferees
Supplemental Plan Participants who were former Eastern Utility Associate
employees and who became Participants in the Supplemental Plan effective
May 1, 2000 or thereafter, shall have their benefits calculated under the
Supplemental Plan through April 30, 2000 utilizing eligible pay and
service credited through April 30, 2000 under the terms of EUA's Plans,
which pay and service shall be utilized in the final calculation of their
Supplemental Plan benefit. Accruals commencing May 1, 2000 and thereafter
shall be calculated in accordance with the terms of the Supplemental Plan.
Notwithstanding the foregoing, said Participant's final Supplemental Plan
benefit shall be reduced by the frozen benefit payable under the EUA Plans
for accruals up through April 30, 2000.
NIMO SERP Participants whose benefits were frozen as of January 31, 2002
and who are not eligible for benefit accruals under the terms of the
Supplemental Plan on or after February 1, 2002, shall have their benefits
paid in accordance with the terms of the NIMO SERP. Participants who were
former Niagara Mohawk Power Company or Niagara Mohawk Holdings Inc.
employees who become Participants in the Supplemental Plan for purposes of
accruing benefits at anytime on or after February 1, 2002, shall in lieu
of the NIMO SERP benefit, have their Supplemental Plan benefit calculated
under the terms of the Supplemental Plan utilizing eligible pay and
service credited under the terms of the NIMO SERP through January 31, 2002
with accruals thereafter made strictly under the terms of the Supplemental
Plan. In the event, however, a Participant received a partial or total
lump sum payment under the NIMO SERP said Participant's Supplemental Plan
benefit will be offset by the annuity value of such lump sum payment(s),
determined in accordance with the actuarial equivalence factors defined in
the Qualified Plan. A Participant's final Supplemental Plan benefit shall
be no less than the frozen benefit determined under the NIMO SERP as of
January 31, 2002 reduced by any previously received lump sum.
/s/ Richard P. Sergel
------------------------
Chief Executive Officer
National Grid USA
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Amendment to National Grid USA Companies'
Executive Supplemental Retirement Plan
Pursuant to the provisions of Article XIV of the National Grid USA
Companies" Executive Supplemental Retirement Plan (Supplemental Plan), it is
hereby amended effective August 1, 2003 to recognize that any pension benefit
enhancement provided pursuant to the terms of any of the below listed voluntary
early retirement offers that cannot be delivered under the Qualified Plan or the
Niagara Mohawk Pension Plan, as applicable, due to any legal limits applicable
to such plans, including, but not limited to, Section 4.01(a)(17), Section 414
or Section 415 of the Code, shall be delivered to the participant through the
Supplemental Plan, subject to any legal limits that apply to the Supplemental
Plan. Further, the terms of said voluntary early retirement offers shall apply
to Level A and Level B Participants under applicable provisions of the
Supplemental Plan, except to the extent they may relate to the CEO, whose
Supplemental Plan benefit shall not increase as a result of the terms of any
applicable Qualified Plan voluntary early retirement offer.
- National Grid USA Companies' 2003 Group 1 Voluntary Early
Retirement Offer For Eligible Non-Union Employees
- National Grid USA Companies' 2003 Group 2 Voluntary Early
Retirement Offer For Eligible Non-Union Employees
- National Grid USA Companies' Limited Voluntary Early
Retirement Offer For Non-Union Employees
- National Grid USA Companies' 2003 Voluntary Early Retirement
Offer For Eligible Non-Union Employees Who Participate In The
Niagara Mohawk Pension Plan
By: /s/ Richard P. Sergel
---------------------
Richard P. Sergel
Chief Executive Officer
National Grid USA
Witnessed By: /s/ Lawrence J. Reilly
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Amendment to National Grid USA Companies'
Executive Supplemental Retirement Plan
Pursuant to the provisions of Article XIV of the National Grid USA
Companies' Executive Supplemental Retirement Plan, said Plan is hereby amended
effective September 1, 2003 as follows:
1. Section 2.05 is amended to read:
2.05 A Change in Control shall be deemed to have occurred if the
conditions set forth in any of the following paragraphs shall
have been satisfied:
(a) any Person or Persons in concert obtains Control (as
defined in Section 840 of the United Kingdom's Income
and Corporation Taxes Act 1988) of National Grid Transco
plc as a result of making a general offer to acquire
shares in National Grid Transco plc or having obtained
Control, makes such an offer;
(b) the consummation of the sale or disposition by National
Grid Transco plc of National Grid USA to a
non-affiliated entity (whether by merger, sale of all or
substantially all of the capital stock or assets of
National Grid USA or otherwise);
(c) the complete liquidation, dissolution or winding up of
National Grid Transco plc and/or of National Grid USA;
or
(d) the acquisition by National Grid Transco plc or National
Grid USA or their successors of all or substantially all
of the assets of or ownership of all or substantially
all of the outstanding shares of a U.S. electric and/or
gas utility company which would increase the size or
revenues of National Grid USA by 25% or more.
A Change in Control shall not be deemed to have
occurred if the events referred to above are part of an
arrangement ("a Reorganization") which will mean that
National Grid Transco plc and/or National grid USA will
be under the Control of another company or the business
of National Grid Transco plc is carried on by another
company, and the Persons who owned the shares in
National Grid Transco plc immediately before the Change
in Control will immediately afterwards own more than 50%
of the shares in that other company.
2. Section 2.19 is amended to read:
2.19 A Major Transaction shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs
shall have been satisfied:
(a) any Person becomes bound or entitled to acquire shares in
National Grid Transco plc under Sections 428 to 430F of the
United Kingdom's Companies Act 1985, or a scheme of
arrangement or compromise under Section 425 of the United
Kingdom's Companies Act 1985 is proposed for National Grid
Transco plc;
(b) National Grid Transco plc shareholders, National Grid USA's
shareholders and/or the Board of Directors of National Grid
USA approve the sale of National Grid USA to a non-affiliated
entity (whether by merger, sale of all or substantially all of
the capital stock or assets of National Grid USA, or
otherwise);
(c) National Grid Transco plc passes a resolution for voluntary
winding up, or an order is made for the compulsory winding up
of National Grid Transco plc and/or National Grid USA;
(d) the shareholders of National Grid Transco plc, the
shareholders of National Grid USA and/or the Board of
Directors of National Grid USA approve an event the
consummation of which would result in the occurrence of a
Change in Control; or
(e) the Board of Directors of National Grid Transco plc adopts a
resolution that, for purposes of this Agreement, a Major
Transaction has occurred.
A Major Transaction shall not be deemed to have occurred
if the events referred to above are part of an arrangement ("a
Reorganization") which will mean that National Grid Transco
plc and/or National Grid USA will be under the Control of
another company or the business of National Grid Transco plc
is carried on by another company, and the Persons who owned
the shares in National Grid Transco plc immediately before the
series of transactions are consummated will immediately after
consummation own more than 50% of the shares in that other
company.
By: /s/ Richard P. Sergel
------------------------
Chief Executive Officer
National Grid USA
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