EXHIBIT 10.8a
ARIZONA PUBLIC SERVICE COMPANY
SUPPLEMENTAL EXCESS BENEFIT
RETIREMENT PLAN
TABLE OF CONTENTS
Page
ARTICLE ONE - PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE TWO - CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE THREE - ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . 3
ARTICLE FOUR - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE FIVE - PAYMENT OF BENEFITS . . . . . . . . . . . . . . . . . . 4
ARTICLE SIX - FUNDING . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE SEVEN - ADMINISTRATION . . . . . . . . . . . . . . . . . . . . 5
ARTICLE EIGHT - AMENDMENT AND TERMINATION OF THE PLAN . . . . . . . . . 6
ARTICLE NINE - ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE TEN - WITHHOLDING . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE ELEVEN - OTHER BENEFIT PLANS OF THE COMPANY . . . . . . . . . 7
ARTICLE TWELVE - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 7
ARIZONA PUBLIC SERVICE COMPANY
SUPPLEMENTAL EXCESS BENEFIT RETIREMENT PLAN
ARTICLE ONE
PREAMBLE
ARIZONA PUBLIC SERVICE COMPANY, hereinafter referred to as the
"Company", has previously adopted the ARIZONA PUBLIC SERVICE COMPANY
EMPLOYEES' RETIREMENT PLAN, hereinafter referred to as the "Retirement
Plan". Subsequent to adoption of the Retirement Plan, the Company adopted
THE SAVINGS PLAN FOR EMPLOYEES OF ARIZONA PUBLIC SERVICE COMPANY,
hereinafter referred to as the "Savings Plan." The Retirement Plan and the
Savings Plan are subject to the benefit and contribution limitations of
Section 415 of the Internal Revenue Code, hereinafter referred to as the
"Code". By reason of the limitations of Section 415 of the Code, and
pursuant to the terms and provisions of the Retirement Plan and Savings
Plan, a Participant's benefits under the Retirement Plan may be reduced from
the benefits otherwise payable pursuant to the terms and provisions of the
Retirement Plan (operative in the absence of the benefit and contribution
limitations of Section 415). The Employee Retirement Income Security Act of
1974, hereinafter referred to as the "Act", permits establishment of an
"excess benefit plan" for the purpose of paying retirement benefits to
certain employees in excess of the benefits permitted to be paid under the
Retirement Plan by reason of Section 415 of the Code. Accordingly, the
Company hereby adopts the ARIZONA PUBLIC SERVICE COMPANY SUPPLEMENTAL EXCESS
BENEFIT RETIREMENT PLAN, hereinafter referred to as the "Plan", effective
January 1, 1982.
ARTICLE TWO
CONSTRUCTION
Terms capitalized in this Plan shall have the meaning given in
Article Two of the Retirement Plan, governing definitions and construction,
except where such terms are otherwise defined in this Plan. If any
provision of this Plan is determined for any reason to be invalid or
unenforceable, the remaining provisions shall continue in full force and
effect. All of the provisions of this Plan shall be construed and enforced
according to the laws of the State of Arizona, and shall be administered
according to the laws of such state, except as otherwise required by the
Act, the Code or other applicable federal law. It is the intention of the
Company that the Plan, as adopted by the Company, shall constitute an
"excess benefit plan", as defined in Section (3)(36) of the Act. Benefits
under this Plan shall be paid from the Company's general assets, and not
from any trust fund or other segregated fund. This Plan shall be construed
in a manner consistent with the Company's intention.
ARTICLE THREE
ELIGIBILITY AND PARTICIPATION
The Executive Committee of the Board of Directors of the Company
shall designate for participation in this Plan Employees of the Company who
are Participants in the Retirement Plan. Designation of participants in
this Plan may be made individually or by group designation, as determined by
the Executive Committee. A participant in this Plan shall commence
participation in this Plan as of the first day of the Plan Year in which his
participation is determined. Such participation shall continue until the
Executive Committee informs the participant in writing that he is no longer
eligible for participation in this Plan.
ARTICLE FOUR
BENEFITS
Any participant in this Plan who is a Participant in the
Retirement Plan and who receives a benefit under the Retirement Plan, or
such Retirement Plan Participant's surviving spouse or annuitant in the
event of the Retirement Plan Participant's death, shall be entitled to a
monthly benefit payable hereunder in accordance with this ARTICLE FOUR and
with ARTICLE FIVE of this Plan, equal to the excess, if any, of (a) the
amount of such participant's or surviving spouse's or annuitant's monthly
benefit under the Retirement Plan computed under the provisions of the
Retirement Plan without regard to the limitations of Section 5.8 of the
Retirement Plan and Section 415 of the Code, over (b) the amount of such
participant's or surviving spouse's or annuitant's monthly benefit actually
payable under the Retirement Plan, computed under the provisions of the
Retirement Plan and subject to Section 5.8 of the Retirement Plan and
Section 415 of the Code.
Benefits payable under this Plan shall be payable to a Plan
participant or his spouse or other annuitant in the same manner and subject
to all the same options, conditions, privileges and restrictions as are
applicable to the benefits payable to the Plan participant, spouse or other
annuitant of a Participant under the Retirement Plan, as though such
benefits were payable as a part of the benefits being paid under the
Retirement Plan, without, however, taking into account the limitations of
Section 5.8 of the Retirement Plan and Section 415 of the Internal Revenue
Code. An election of mode of payment under the Retirement Plan shall be a
similar election under this Plan.
ARTICLE FIVE
PAYMENT OF BENEFITS
Benefits under this Plan shall become payable when a Plan
participant (or his spouse or annuitant) begins to receive payments under
the Retirement Plan, and shall be payable by the Company in the same manner
and at the same time as the Plan participant's (or his spouse's or
annuitant's) benefits under the Retirement Plan are paid, as though such
benefits were otherwise payable as a part of the benefits being paid under
the Retirement Plan.
ARTICLE SIX
FUNDING
Benefits under this Plan shall be payable from the general assets
of the Company, and shall not be segregated in a trust fund or otherwise
funded in any manner prior to the time of payment. No Plan participant
shall have any vested rights hereunder nor any right hereunder to any
specific assets of the Company.
ARTICLE SEVEN
ADMINISTRATION
This Plan will be administered by the Committee which administers
the Retirement Plan. With respect to administration of this Plan, the
provisions of Article Eleven of the Retirement Plan, governing claims,
Section 10.4 of the Retirement Plan, governing powers of the Committee, and
Section 12.2 of the Retirement Plan, regarding scope of responsibility,
shall be fully applicable.
ARTICLE EIGHT
AMENDMENT AND TERMINATION OF THE PLAN
This Plan may be amended in whole or in part, prospectively or
retroactively, by action of the Company's Board of Directors, and may be
terminated at any time by action of the Company's Board of Directors;
provided, however, that no such amendment or termination shall reduce any
amount payable hereunder to the extent such amount accrued prior to the date
of amendment or termination.
ARTICLE NINE
ASSIGNMENT
No Plan participant or beneficiary of a Plan participant shall
have any right to assign, pledge, hypothecate, anticipate or any way create
a lien on any amounts payable hereunder. No amounts payable hereunder shall
be subject to assignment or transfer or otherwise be alienable, either by
voluntary or involuntary act, or by operation of law, or subject to
attachment, execution, garnishment, sequestration or other seizure under any
legal, equitable or other process, or be liable in any way for the debts or
defaults of Plan participants and their beneficiaries.
ARTICLE TEN
WITHHOLDING
Any taxes required to be withheld from payments to Plan
participants hereunder shall be deducted and withheld by the Company.
ARTICLE ELEVEN
OTHER BENEFIT PLANS OF THE COMPANY
Nothing contained in this Plan shall prevent a Plan participant
prior to his death, or his spouse or other annuitant after his death, from
receiving, in addition to any payments provided for under this Plan, any
payments provided for under the Retirement Plan or under the Savings Plan,
or which would otherwise be payable or distributable to him, his surviving
spouse or annuitant under any plan or policy of the Company or otherwise.
Nothing in this Plan shall be construed as preventing the Company or any of
its subsidiaries from establishing any other or different plans providing
for current or deferred compensation for employees.
ARTICLE TWELVE
MISCELLANEOUS
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.
All of the provisions of this Plan shall be binding upon all
persons who shall be entitled to any benefit hereunder, their heirs and
personal representatives.
IN WITNESS WHEREOF, ARIZONA PUBLIC SERVICE COMPANY has signed and
sealed this instrument the 17th day of DECEMBER, 1982.
ARIZONA PUBLIC SERVICE
COMPANY
By Keith L. Turley
--------------------------------------------
Its Chairman of the Board
----------------------------------
"Company"
Attest:
By William T. Quinsler
-----------------------------
Its Secretary
-------------------------
FIRST AMENDMENT TO
THE ARIZONA PUBLIC SERVICE COMPANY
SUPPLEMENTAL EXCESS BENEFIT RETIREMENT PLAN
ARIZONA PUBLIC SERVICE COMPANY, hereinafter referred to as the
"Company," has previously adopted the ARIZONA PUBLIC SERVICE COMPANY
EMPLOYEES' RETIREMENT PLAN, hereinafter referred to as the "Retirement
Plan." Subsequent to adoption of the Retirement Plan, the Company adopted
THE SAVINGS PLAN FOR EMPLOYEES OF ARIZONA PUBLIC SERVICE COMPANY,
hereinafter referred to as the "Savings Plan." The Company previously
adopted the ARIZONA PUBLIC SERVICE COMPANY SUPPLEMENTAL EXCESS BENEFIT
RETIREMENT PLAN, hereinafter referred to as the "Plan," effective January 1,
1982. By this First Amendment, the Company intends to amend the Plan to
include bonuses in pensionable compensation under the Plan.
1. This First Amendment to the Plan shall be effective January 1,
1986. Any provision of the Plan not amended by this First Amendment to the
Plan shall be considered to remain in full force and effect.
2. This First Amendment shall affect the benefits under this Plan for
employees becoming entitled to benefits under this Plan on and after January
1, 1986. The benefits of any employees for whom benefits have commenced
under this Plan prior to such date shall be determined in accordance with
the terms and provisions of the Plan in effect before this First Amendment.
3. Article Four of the plan is hereby amended and restated in its
entirety to provide as follows:
"ARTICLE FOUR
BENEFITS
Any participant in this Plan who is a participant in the Retirement
Plan and who receives a benefit under the Retirement Plan, or such
Retirement Plan Participant's surviving spouse or annuitant in the event of
the Retirement Plan Participant's death, shall be entitled to a monthly
benefit payable hereunder in accordance with this ARTICLE FOUR and with
ARTICLE FIVE of this Plan, equal to the excess, if any, of (a) the amount of
such Participant's or surviving spouse's or annuitant's monthly benefit
under the Retirement Plan (1) computed under the provisions of the
Retirement Plan without regard to the limitations of Section 415 of the Code
and the corresponding provisions of the Retirement Plan (as of January 1,
1986, set forth in Section 5.10 of the Retirement Plan) and (2) computed as
though bonuses and incentive payments payable to salaried Employees are
taken into account under the Retirement Plan in determining Average Monthly
Compensation and Compensation and are not excluded from consideration in
such determination, over (b) the amount of such Participant's or surviving
spouse's or annuitant's monthly benefit actually payable under the
Retirement Plan, computed under the provisions of the Retirement Plan and
subject to Section 415 of the Code and Section 5.10 of the Retirement Plan.
Benefits payable under this Plan shall be payable to a Plan participant
or his spouse or other annuitant in the same manner and subject to all the
same options, conditions, privileges and restrictions as are applicable to
the benefits payable to the Plan participant, spouse or other annuitant of a
Participant under the Retirement Plan, as though such benefits were payable
as a part of the benefits being paid under the Retirement Plan; provided
that such payment shall be separate from payment under the Retirement Plan
and may be paid on a different day of the month than the day on which
Retirement Plan benefit payments are made. An election of mode of payment
under the Retirement Plan shall be a similar election under this Plan."
4. Except as amended by this First Amendment, the Company hereby
ratifies the Plan in its entirety.
IN WITNESS WHEREOF, ARIZONA PUBLIC SERVICE COMPANY has signed and
sealed this instrument the 20th day of September, 1986.
ARIZONA PUBLIC SERVICE COMPANY
By Keith L. Turley
-------------------------------
Its Chairman & CEO
------------------------------
"Company"
ATTEST:
By Faye Widenmann
-------------------------------
Its Secretary
---------------------------
SECOND AMENDMENT TO
THE ARIZONA PUBLIC SERVICE COMPANY
SUPPLEMENTAL EXCESS BENEFIT RETIREMENT PLAN
Effective January 1, 1982, ARIZONA PUBLIC SERVICE COMPANY (the
"Company") adopted the ARIZONA PUBLIC SERVICE COMPANY SUPPLEMENTAL EXCESS
BENEFIT RETIREMENT PLAN (the "Plan"). The Plan was thereafter amended on
September 30, 1986. By this instrument, the Company intends to amend the
Plan to provide eligible employees with the benefits attributable to
compensation in excess of $200,000.00, which may not be taken into account
for purposes of the qualified pension and profit sharing plans maintained by
the Company as a result of recent amendments to the Internal Revenue Code of
1986, as amended.
1. This amendment shall amend only those provisions set forth herein,
and those provisions not amended hereby shall remain in full force and
effect.
2. Article Four of the Plan is hereby amended and restated in its
entirety to provide as follows:
ARTICLE FOUR
BENEFITS
Subject to ARTICLE SIX, any participant in the Plan who is a
Participant in the Retirement Plan and who receives a benefit
under the Retirement Plan, or such participant's surviving spouse
or annuitant in the event of the participant's death, shall be
entitled to a monthly benefit payable hereunder in accordance with
this ARTICLE FOUR and with ARTICLE FIVE of the Plan, equal to the
excess, if any, of (a) the amount of such participant's or
surviving spouse's or annuitant's monthly benefit under the
Retirement Plan computed (i) under the provisions of the
Retirement Plan without regard to that plan's exclusion of bonuses
or incentive payments payable to the participant or to the
limitations on the amount of "Compensation" that may be taken into
account under the Retirement Plan under Section 401(a)(17) of the
Code and without regard to the provisions of Section 5.9 of the
Retirement Plan and Section 415 of the Code, over (b) the amount
of such participant's or surviving spouse's or annuitant's monthly
benefit actually payable under the Retirement Plan, as determined
under the provisions of the Retirement Plan, including the
exclusion of bonuses and incentive payments payable to the
participant and the limitations on the amount of "Compensation"
that may be taken into account under the Retirement Plan under
Code Section 401(a)(17) and the provisions of Section 5.9 of the
Retirement Plan and Section 415 of the Code.
Benefits payable under the Plan shall be payable to a Plan
participant or his spouse or other annuitant in the same manner
and subject to all the same options, conditions, privileges and
restrictions as are applicable to the benefits payable to the Plan
participant, spouse or other annuitant of a Participant under the
Retirement Plan, as though such benefits were payable as a part of
the benefits being paid under the Retirement Plan, without,
however, taking into account the Retirement Plan's exclusion of
bonuses and incentive payments payable to the participant, the
limitation on the "Compensation" that may be taken into account
under the Retirement Plan under Code Section 401(a)(17) and the
provisions of Section 5.9 of the Retirement Plan and Section 415
of the Code. An election of mode of payment under the Retirement
Plan shall constitute an election of a similar mode of payment
under this Plan.
3. This Amendment shall be effective as of January 1, 1989.
Except as amended hereby, the Company hereby ratifies the Plan as
adopted and thereafter amended.
Dated: July 24, 1990.
ARIZONA PUBLIC SERVICE COMPANY
By Leslie N. Brockhurst
--------------------------------------
Its VP - Human Resources
----------------------------------
"Company"
THIRD AMENDMENT TO
THE ARIZONA PUBLIC SERVICE COMPANY
SUPPLEMENTAL EXCESS BENEFIT RETIREMENT PLAN
Effective January 1, 1982, ARIZONA PUBLIC SERVICE COMPANY (the
"Company") adopted the ARIZONA PUBLIC SERVICE COMPANY SUPPLEMENTAL EXCESS
BENEFIT RETIREMENT PLAN (the "Plan"). The Plan was thereafter amended on
September 30, 1986 and July 24, 1990. By this instrument, the Company
intends to amend the Plan to include deferred compensation as pension
earnings for purposes of calculating the participant's benefit under the
Plan and to clarify the inclusion of bonuses and incentive payments as
pension earnings.
1. This Amendment shall amend only those provisions set forth herein,
and those provisions not amended hereby shall remain in full force and
effect.
2. Article Four of the Plan is hereby amended and restated in its
entirety to provide as follows:
ARTICLE FOUR
BENEFITS
Subject to ARTICLE SIX, any participant in the Plan who is a
participant in the Retirement Plan and who receives a benefit
under the Retirement Plan, or such participant's surviving spouse
or annuitant in the event of the participant's death, shall be
entitled to a monthly benefit payable hereunder in accordance with
this ARTICLE FOUR and with ARTICLE FIVE of the Plan, equal to the
excess, if any, of (a) the amount of such participant's or
surviving spouse's or annuitant's monthly benefit under the
Retirement Plan computed under the provisions of the Retirement
Plan but (i) including "Compensation" deferred by the participant
under the Company's deferred compensation plan; (ii) subject to
the limitations set forth below, including as "Compensation" cash
payments made to the participant pursuant to bonus or incentive
plans maintained by the Company for employees generally; and
(iii) including "Compensation" in excess of the amount allowed to
be taken into account under Section 401(a)(17) of the Code and
(iv) without regard to the provisions of Section 5.9 of the
Retirement Plan and Section 415 of the Code, over (b) the amount
of such participant's or surviving spouse's or annuitant's monthly
benefit actually payable under the Retirement Plan, as determined
under the provisions of the Retirement Plan, including the
exclusion of the participant's deferred compensation, the
exclusion of bonus and incentive payments payable to the
participant, the limitation on the amount of "Compensation" that
may be taken into account under the Retirement Plan under Code
Section 401(a)(17) and the provisions of Section 5.9 of the
Retirement Plan and Section 415 of the Code. For purposes of the
foregoing determination, non-cash bonus or incentive payments,
bonus or incentive payments which are not "year-end" bonus or
incentive payments, and bonuses or incentive payments under
individual agreements between the Company and a participant shall
be disregarded. In addition, cash payments made under bonus or
incentive plans maintained by the Company for employees generally
shall be disregarded to the extent that such payments exceed the
maximum amount that the Human Resources Committee of the Board, as
successor hereunder to the Executive Committee, determines, in its
discretion, from time to time, may be taken into account under the
Plan as "Compensation." The Human Resources Committee may
differentiate among various groups of employees in establishing
the maximum bonus or incentive payments that may be taken into
account under the Plan.
Benefits payable under the Plan shall be payable to a Plan
participant or his spouse or other annuitant in the same manner
and subject to all the same options, conditions, privileges and
restrictions as are applicable to the benefits payable to the Plan
participant, spouse or other annuitant of a Participant under the
Retirement Plan, as though such benefits were payable as a part of
the benefits being paid under the Retirement Plan. An election of
mode of payment under the Retirement Plan shall constitute an
election of a similar mode of payment under this Plan.
3. ARTICLE SEVEN is hereby amended in its entirety
to read as follows:
ARTICLE SEVEN
ADMINISTRATION
The Plan will be administered by the Administrative Committee
that administers the Retirement Plan. With respect to
administration of the Plan, except as otherwise provided in this
ARTICLE SEVEN, the provisions of Article Eleven of the Retirement
Plan governing claims, Section 10.4 of the Retirement Plan
governing powers of the Administrative Committee, and Section 12.2
of the Retirement Plan regarding scope of responsibility, shall be
fully applicable. Notwithstanding any provision to the contrary
herein, the Human Resources Committee shall have the sole and
absolute discretion to determine whether a bonus or incentive
payment made to a participant constitutes "Compensation" for
purposes of ARTICLE FOUR of the Plan.
4. This Amendment shall be effective as of January 1, 1992.
Except as amended hereby, the Company hereby ratifies the Plan as
adopted and thereafter amended.
DATED: February 13, 1992.
ARIZONA PUBLIC SERVICE COMPANY
By: J.B. Norberg
--------------------------------------
Its Executive Vice President and
---------------------------------
Chief Financial Officer
---------------------------------