Exhibit 4(f)
FIRSTENERGY CORP.
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
1. GENERAL
1.1 Preamble. The FirstEnergy Corp. Deferred Compensation Plan for
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Outside Directors (the "Plan") was initially established on December 31, 1997 as
the FirstEnergy Corp. Deferred Compensation Plan for Directors. The Ohio Edison
Company Deferred Compensation Plan for Directors was merged into the Plan
effective as of December 31, 1997 and the Centerior Energy Corporation Deferred
Compensation Plan for Directors was merged into the Plan effective as of January
1, 2000. This restatement of the Plan is effective November 7, 2001 and
supersedes all prior versions of this Plan and all prior arrangements and
understandings regarding the deferral of fees by Directors.
1.2 Purpose. The purpose of this Plan is to provide a benefit to
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Directors by giving them the opportunity to defer certain fees in accordance
with the provisions of the Plan. The Plan is also intended to advance the
interests of FirstEnergy Corp. and its Affiliates by providing a benefit which
attracts and retains the services of qualified persons who are not employees of
FirstEnergy Corp. or its Affiliates to serve as Directors.
1.3 Status under Laws. The Plan does not provide benefits to
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employees of the Company or any Affiliate and, accordingly, is
not subject to the provisions of the Employee Retirement Income
Security Act. The Plan shall be unfunded for purposes of the
Internal Revenue Code and is not intended to qualify under
Internal Revenue Code Section 401(a).
1.4 Definitions. As used in the Plan, the following terms shall
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have the following meanings:
(a) "Accounts" means bookkeeping accounts maintained on behalf
of each Participant and includes a Participant's Deferred
Fee Account, Transfer Account and such other accounts as
may be established in accordance with the directions of
the Committee.
(b) "Administrator" means the Committee or such other person
selected by the Board to administer the Plan.
(c) "Affiliate" means a member of the affiliated group of
corporations (as defined in Section 1504 of the Internal
Revenue Code and the
regulations thereunder) that includes the Company which
elects to participate in this Plan in accordance with
Section 9.4 and whose participation is approved by the
Company.
(d) "Appeals Committee" means the committee appointed by the
Board to review claims denied by the Committee and to have
such other discretionary powers and duties as provided by
Section 8.3.
(e) "Beneficiary" means one or more persons, trust, estates or
other entities, designated in accordance with Article 5,
that are entitled to receive benefits under this Plan upon
the death of a Participant. A Beneficiary is a general
unsecured creditor of the Company or of the Affiliate which
maintains the Accounts and provides any benefits under this
Plan.
(f) "Board" means the board of directors of the Company.
(g) "Bonus Credit" means an amount credited to a Participant's
Account as provided in Section 3.5(b)(1).
(h) "Change in Control" means any of the following:
(1) The acquisition by any Person (as such term is used in
Section 13(d) or 14(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), as amended) of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act)of fifty percent
(50%) or more (twenty five percent (25%) if such
Person proposes any individual for election to the
Board or any member of the Board is a representative of
such Person) of either (i) the then outstanding shares
of common stock of the Company (the "Outstanding
Company Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the
Company (the "Outstanding Company Voting Securities);
provided, however, that the following acquisitions
shall not constitute a Change in Control: (i) any
acquisition directly from the Company (excluding an
acquisition by virtue of the exercise of a
conversion privilege); (ii) any acquisition by the
Company; (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the
Company; or (iv) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation
(collectively "Reorganization") if, following such
Reorganization the conditions described in
clauses (i), (ii), and (iii) of paragraph (3) of this
Subsection (h) are satisfied; or
(2) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director
subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall
be considered as though such individual were a
member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption
of office occurs as a result of either an actual or
threatened election contest (as such terms are used in
Rule 14a 11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened
solicitation of proxies or consent by or on behalf of a
Person other than the Board; or
(3) Approval by the shareholders of the Company of a
Reorganization, unless, following such Reorganization
(i) more than seventy-five percent (75%) of,
respectively, the then outstanding shares of common
stock of the corporation resulting from such
Reorganization and the combined voting power of the
then outstanding voting securities of such
corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the
individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities
immediately prior to such Reorganization in
substantially the same proportions as their ownership,
immediately prior to such Reorganization of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no
Person (excluding the Company, any holding company
formed by the Company to become the parent of the
Company, any employee benefit plan (or related trust)
of the Company or such corporation resulting from such
Reorganization and any Person beneficially owning,
immediately prior to such Reorganization directly or
indirectly, twenty-five percent (25%) or more of,
respectively, the Outstanding Company Common Stock, or
Outstanding Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty-five
percent (25%) or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such Reorganization or the combined
voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the
election of directors and (iii) at least a majority of
the members of the board of directors of the
corporation resulting from such Reorganization
were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such
Reorganization; or
(4) Approval by the shareholders of the Company of (i) a
complete liquidation or dissolution of the Company or
(ii) the sale or other disposition of all or
substantially all of the assets of the Company, other
than to a corporation, with respect to which following
such sale or other disposition, (A) more than
seventy-five percent (75%) of, respectively, the then
outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote
generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
sale or other disposition in substantially the same
proportion as their ownership, immediately prior to
such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person
(excluding the Company, any holding company formed by
the Company to become the parent of the Company and any
employee benefit plan (or related trust) of the Company
or such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition,
directly or indirectly, twenty-five percent (25%) or
more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may
be) beneficially owns, directly or indirectly,
twenty-five percent (25%) or more of, respectively, the
then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
and (C) at least a majority of the members of the board
of directors of such corporation were members of the
Incumbent Board at the time of the execution of the
initial agreement or
action of the Board providing for such sale or other
disposition of assets of the Company.
A Change in Control may occur only with respect to the
Company. A change in ownership of common stock of an
Affiliate or subsidiary, change in membership of a
board of directors of an Affiliate or subsidiary, the
sale of assets of an Affiliate or subsidiary, or any
other event described in this Subsection (h) that
occurs only with respect to an Affiliate or subsidiary
does not constitute a Change in Control.
(i) "Committee" means the Compensation Committee of the Board.
(j) "Company" means FirstEnergy Corp.
(k) "Corporate Secretary" means the Corporate Secretary of
FirstEnergy Corp.
(l) "Default" means a failure by the Company or Affiliate to
contribute to the Trust, within thirty (30) days of receipt
of written notice from its trustee, any of the
following amounts:
(1) The full amount of any insufficiency in assets of the
Trust or any subtrust of the Trust that is required to
pay any Plan benefit payable by the trustee pursuant to
directions by the Committee or disputed by the
Committee after a Special Circumstance and determined
by the trustee to be payable; or
(2) Any contribution which is then required to be made by
the Company or Affiliate to the Trust or any subtrust
of the Trust.
If,after the occurrence of a Default, the Company or
Affiliate at any time cures such Default by
contributing to the Trust all amounts which are then
required under paragraphs (1) and (2) above, it shall
then cease to be deemed that a Default has occurred or
that a Special Circumstance has occurred by reason of
such Default.
(m) "Deferred Fee Account" means a bookkeeping account
established by the Company or a Affiliate which
maintains record of deferred Director's Fees including
expenses and earnings. All amounts credited to a
Director's Deferred Fee Account shall constitute a
general, unsecured liability of the Company or of the
Affiliate for which the Director serves when Director's
Fees are deferred.
(n) "Deferred Stock Fund" means an Investment Fund which is
deemed to be invested in FirstEnergy Corp. common
stock.
(o) "Director" means a member of the Board, a member of the
board of directors of any Affiliate and any individual
designated as a Director by the committee incident to a
merger of or acquisition by the Company of an Affiliate. A
Director may not be an employee of the Company or any
Affiliate.
(p) "Director's Fees" means the equity retainer fees, cash
retainer fees, meeting fees, and chairperson fees payable
for services as a Director whether payable in cash or in
equity instruments.
(q) "Disability" means a period of disability during which the
Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical
or mental impairment which can be expected to result in
death or which has lasted or can be expected to last
for a continuous period of not less than twelve (12)
months or such other period of disability as defined in
Internal Revenue Code Section 22(e)(3). A Participant
shall not be considered to be Disabled unless he or she
furnishes proof of the existence of Disability in the
form and manner as required by the Committee.
(r) "Investment Fund" means an investment fund in which
Accounts may be deemed to be invested. An Investment Fund
may be any open-ended fund, closed-end fund, a fund which
is deemed to be invested in a particular stock or other
investment, or a fund which credits a fixed or variable
interest rate determined by the Committee.
(s) "Participant" means a Director or former Director who is
owed a benefit under this Plan. A Participant is a general
unsecured creditor of the Company or of the Affiliate which
maintains the Accounts and provides any benefits under this
Plan.
(t) "Plan" means the FirstEnergy Corp. Deferred Compensation
Plan for Outside Directors.
(u) "Plan Year" means the period beginning on each January 1
and ending on the following December 31.
(v) "Potential Change in Control" means any of the following:
(1) Any Person (as defined in Section 13(d)(3) of the
Exchange Act) other than a trustee or other fiduciary
holding securities under an employee benefit plan of
the Company,
delivers to the Company a statement containing the
information required by Schedule 13 D under the
Exchange Act, or any amendment to any such statement
(or the Company becomes aware that any such statement
or amendment has been filed with the Securities and
Exchange Commission pursuant to applicable Rules under
the Exchange Act), that shows that such Person has
acquired, directly or indirectly, the beneficial
ownership of (i) more than twenty percent (20%)
of any class of equity security of the Company entitled
to vote as single class in the election or removal from
office of directors, or (ii) more than twenty percent
(20%) of the voting power of any group of classes of
equity securities of the Company entitled to vote as a
single class in the election or removal from office of
directors;
(2) The Company becomes aware that preliminary or
definitive copies of a proxy statement and information
statement or other information have been filed with the
Securities and Exchange Commission pursuant to Rule
14a-6, Rule 14c-5, or Rule 14f-1 under the Exchange Act
relating to a Potential Change in Control of the
Company;
(3) Any Person delivers to the Company pursuant to Rule
14d-3 under the Exchange Act a Tender Offer Statement
relating to Voting Securities of the Company (or the
Company becomes aware that any such statement has been
filed with the Securities and Exchange Commission
pursuant to applicable Rules under the Exchange Act);
(4) Any Person (other than the Company) publicly announces
an intention to take actions which if consummated would
constitute a Change in Control;
(5) The Company enters into an agreement or arrangement,
the consummation of which would result in the
occurrence of a Change in Control;
(6) The Board approves a proposal, which if consummated
would constitute a Change in Control; or
(7) The Board adopts a resolution to the effect that, for
purposes of this Trust Agreement, a Potential Change in
Control has occurred.
Notwithstanding the foregoing, a Potential Change in
Control shall not be deemed to occur as a result of any
event described in paragraphs (1) through (6) above, if
a number of directors (who were serving on the Board
immediately prior to such event and who continue to
serve on the Board) equal to a majority of the members
of the Board as constituted prior to such event
determines that the event shall not constitute a
Potential Change in Control.
If a Potential Change in Control ceases to exist for
any reason except for the occurrence of a Change in
Control, it shall then cease to be deemed that a
Potential Change in Control has occurred as a result of
any event described in paragraphs (1) through (7)
above, or that a Special Circumstance has occurred by
reason of such Potential Change in Control.
A Potential Change in Control may occur only with
respect to the Company. A change in ownership of common
stock of an Affiliate or subsidiary, change in member-
ship of a board of directors of an Affiliate or
subsidiary, the sale of assets of an Affiliate or
subsidiary, or any other event described in this Sub-
section (v) that occurs only with respect to an
Affiliate or subsidiary does not constitute a Change
in Control.
(w) "Retirement" means severance of all directorships with
the Company and all Affiliates by a Participant on or
after the attainment of age sixty-nine (69) or at such
earlier age as approved by the Committee.
(x) "Separation" means severance of all directorships with
the Company and all Affiliates by a Participant.
(y) "Special Circumstance" means a Change in Control, a
Potential Change in Control, or a Default.
(z) "Transfer Account" means a bookkeeping account
established by the Company or an Affiliate which
maintains record of deferred Directors' Fees
transferred from another plan including expenses and
earnings. All amounts credited to a Directors' Transfer
Account shall constitute a general, unsecured liability
of the Company or of the Affiliate for which the
Director serves.
(aa)"Trust" means the FirstEnergy Corp. Trust for Outside
Directors.
(bb)"Year of Service" means a period of time commencing on
a date during a calendar year and ending on the day
immediately preceding such date in the subsequent
calendar year throughout which an individual serves as
a Director. A Year of Service shall
commence for specified purposes such as vesting of the
Bonus Credit under Section 3.5(b)(2) on the date as set
forth in the Plan.
2. DEFERRALS
2.1 Written Election to Defer Fees. Any Director may elect from time
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to time, by written notice to the Company given on or before December 31 of any
year, to defer receipt of all or any specified part of his or her Director's
Fees earned for services performed during the calendar years following his or
her election to defer.
2.2 Election During First Year of Becoming a Director. Any person
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who becomes a Director and who was not a Director on the preceding December 31
may elect, by written notice to the Company given within thirty (30) days after
becoming a Director, to defer receipt of all or any specified part of his or her
Director's Fees earned for services performed during the balance of the calendar
year following his or her election to defer and during succeeding calendar
years.
2.3 Election Irrevocable. An election to defer Director's Fees shall
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be irrevocable and shall continue from year to year unless the Director
terminates it by written notice to the Company on or before December 31 of the
year preceding the calendar year to which the termination applies.
2.4 Transfers from Other Plans. If permitted by the Committee and
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the provisions of this Plan, a Director may transfer his or her benefits from
another nonqualified plan to this Plan as provided in this Section.
(a) An individual who was a member of a board of directors of a
corporation which is merged into the Company, who was not
an employee of such corporation, who is not an employee of
the Company or any Affiliate, and who is either selected to
serve as a member of the Board or designated as a Director
with respect to the Company for purposes of this Plan by
the Committee may elect to transfer his or her benefit
under a nonqualified plan sponsored by the corporation
merged into the Company. Any account balance transferred
shall be credited to a Transfer Account established and
maintained under this Plan and shall be a liability of the
Company. Any other benefit transferred shall be identified
in Attachment 2.4.
(b) An individual who was a member of a board of directors of a
corporation which is merged into a Affiliate or which is
acquired and becomes a Affiliate,who was not an employee of
such corporation, who is not an employee of the Company or
any Affiliate and who is either a member of the board of
directors of a Affiliate after such merger or acquisition
or designated as a
Director with respect to an Affiliate for purposes of this
Plan by the Committee may elect to transfer his or her
benefit under a nonqualified plan sponsored by the
corporation merged into an Affiliate or acquired by the
Company. Any account balance transferred
shall be credited to a Transfer Account established and
maintained under this Plan and shall be a liability of the
Affiliate into which the corporation is merged or which
the corporation becomes. Any other benefit transferred
shall be identified in Attachment 2.4.
(c) Any balance transferred shall become payable under the
terms and conditions of this Plan; provided however, that
the Director's deferral elections, commencement date
elections, and beneficiary elections made under the plan
from which the benefit is transferred shall continue to be
effective under this Plan unless such elections are amended
or changed under the terms of this Plan.
(d) Provisions regarding such transfers shall be established by
the Committee and shall be set forth in Attachment 2.4 of
this Plan.
3. ACCOUNTS AND INVESTMENT FUNDS
3.1 Deferred Fee Account. Any Director's Fees earned and deferred
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while serving as a member of the Board shall be credited by the Company to the
Participant's Deferred Fee Account established and maintained by the Company as
of the date the Director's Fees would otherwise be payable. Any Director's Fees
earned while serving as a member of the board of directors of a Affiliate shall
be credited by the Affiliate to the Participant's Deferred Fee Account
established and maintained by such Affiliate as of the date the Director's Fees
would otherwise be payable.
3.2 Transfer Account. Any account balances transferred to this Plan
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pursuant to Section 2.4 shall be credited to the Participant's Transfer Account
established and maintained by the Company or the applicable Affiliate.
3.3 Other Accounts and Subaccounts. The Committee may establish such
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other Accounts and subaccounts as it may deem necessary for the administration
of the Plan including subaccounts where the Participant has specified different
methods of payment, or where necessary to maintain the vested portion of a
Participant's Account. Such Accounts and subaccounts shall be credited in
accordance with procedures adopted by the Committee.
3.4 Investment Funds. A Participant's Accounts shall be adjusted for
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gains and losses as if the Accounts held assets and such assets were invested in
one or more Investment Funds selected by the Committee. The Investment Funds in
which a Participant is deemed to be invested shall be determined in accordance
with Section 3.5. The Committee shall
have sole discretion in the selection, number and types of Investment Funds for
this Plan and may change or eliminate Investment Funds from time to time in its
sole discretion.
3.5 Credits to Investment Funds. The Committee shall credit
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Director's Fees deferred under this Plan and transferred from another plan to
Investment Funds in accordance with this Section unless other rules for
transferred amounts are set forth in Attachment 2.4.
(a) Rules and Limitations Regarding Deferrals and Transfers.
(1) Equity Retainer Fees and Transfers Distributable
only in Stock. Equity retainer fees that are
deferred under this Plan and any account balance
transferred directly to this Plan from another
plan in accordance with Section 2.4 where such
account balance may only be distributed in stock
from the other plan upon an event permitting
distribution and such stock has been or is to be
exchanged for common stock of FirstEnergy Corp.
under a plan of merger with the Company shall be
credited to the Deferred Stock Fund.
(2) All Other Deferred Director's Fees and Transfers.
Unless and until another procedure is established
by the Committee for designation of Investment
Funds, a Participant may direct that all deferred
Director's Fees and transfers except those
Director's Fees and transfers identified in
Section 3.5(a)(1) shall be deemed to be invested
in any one or more of the Investment Funds
selected by the Committee. In the event a
Participant does not direct the Investment Funds
in which his or her Accounts are deemed to be
invested, the deferrals and transfers shall be
deemed to be invested in an Investment Fund that
reflects the investment performance of a money
market fund selected by the Committee.
(b) Rules and Limitations Regarding Bonus Credit.
(1) Bonus Credit. At the time Director's Fees except
equity retainer fees are initially deferred under
this Plan and credited for investment into the
Deferred Stock Fund, the amount of cash retainer
fees, meeting fees or chairperson fees credited to
the Deferred Stock Fund shall be increased by a
Bonus Credit equal to twenty percent (20%) of such
Director's Fees credited to the Deferred Stock
Fund. Any account balance transferred to this Plan
from another plan in accordance with Section 2.4
that may be credited to the Deferred Stock Fund
shall not be increased by the Bonus Credit.
(2) Vesting of Bonus Credit. A Participant shall be
fully vested in his or her Bonus Credit if he or
she has three (3) Years of Service from the date
the Bonus Credit is credited to the Participant's
Account. In addition, a Participant shall be fully
vested in his or her Bonus Credit if he or she
incurs a Separation upon death, Retirement, or
Disability. Furthermore, a Participant shall be
fully vested in the Bonus Credit and all
associated earnings upon a Special Circumstance.
(3) Forfeiture of Bonus Credit. If a Participant
incurs a Separation, takes an accelerated
distribution under Section 4.3 or withdraws a
portion of his Accounts under Section 4.4, and the
Bonus Credit has not been credited to the Deferred
Stock Fund for a minimum of three (3) Years of
Service from the date of crediting such amount to
the Account until the date of Separation,
accelerated distribution or withdraw, the Director
shall forfeit all Bonus Credits not fully vested
in accordance with Section 3.5(b)(2)
(c) Rules and Limitations Regarding Transfers Among Investment
Funds.
(1) Deferred Stock Fund. No amount credited to the
Deferred Stock Fund may be transferred and
credited to any other Investment Fund, and no
amount credited to an Investment Fund other than
the Deferred Stock Fund may be transferred and
credited to the Deferred Stock Fund.
(2) All Other Investment Funds. Any amount credited to
an Investment Fund other than the Deferred Stock
Fund may be transferred and credited to any other
Investment Fund except the Deferred Stock Fund at
the direction of the Participant.
(d) Investment Fund Performance. The earnings and
losses of each Investment Fund shall be determined
by the Committee, in its reasonable discretion,
based on the performance of the Investment Funds
themselves. The balance of a Participant's
Accounts shall be credited or debited on a daily
basis based on the performance of each Investment
Fund in which a Participants' Accounts are deemed
to be invested, such performance and the crediting
of such performance being determined by the
Committee in its sole discretion.
(e) Committee Procedures. The Committee may establish
such rules and procedures as it determines to be
appropriate for the crediting of deferrals and
transfers to Investment Funds, for transfers among
Investment Funds and for crediting earnings and
losses of an Investment Fund.
3.6 Reporting.The Company shall provide a statement to each Director
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who has any amount credited to his or her Accounts at least annually.
4. PAYMENT TO DIRECTOR
4.1 Distribution Payment. A Participant's Accounts shall be paid to
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the Participant in cash, either in a lump sum or in annual installments over a
period not to exceed ten (10) years except that payment of the balance of the
Deferred Stock Fund to the Director shall be paid in the form of FirstEnergy
Corp. common stock.
4.2 Distribution Election. A Participant's Accounts shall be
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distributed upon Retirement, Disability or other Separation in accordance with
the elections on file with the Committee.
(a) Initial Distribution Election. A Participant, in connection
with his or her commencement of participation in the Plan,
shall select the form of distribution payment to be made by
the Plan.
(b) Distribution Election of Transfer Amounts. Any elections
made with respect to benefits transferred from another
nonqualified plan shall be paid and distributed in
accordance with the elections made by the Participant under
such plan and such election shall continue to be in effect
under this Plan unless the Participant submits new
elections to the Committee under the provisions and
procedures of this Plan.
(c) Amendment of Distribution Election. A Participant may
change his or her distribution election by filing a new
superseding designation with the Company at any time
prior to the 120 day period ending on the day prior to
the day on which the Participant is entitled to
distribution under this Plan. If a Participant requests
any change in the date of the distribution of his
Deferred Stock Fund, the request must be approved by the
Committee.
(d) Time of Payment. Payment(s) shall be made on or commencing
with the January 1 next following the day the Participant
ceases to be a Director unless prior to the 120 day period
ending on the day prior to the day on which the Participant
is entitled to distribution under this Plan, the
Participant designates a later payment or
commencement date (not later than the January 1 next
following the day he or she attains age 72, or his date of
Retirement if later).
4.3 Accelerated Distribution. A Participant may at any time request an
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accelerated distribution of his or her Accounts, subject to a ten percent (10%)
penalty and, if applicable, forfeiture of the Bonus Credit and associated deemed
earnings described above if the Bonus Credit is not fully vested as provided by
Section 3.5(b)(3). The ten percent (10%) penalty is imposed after any forfeiture
of the Bonus Credit and associated deemed earnings. Such a request must be made
in writing, in a form and manner specified by the Committee. If the request is
approved by the Committee, the Company will distribute to the Participant the
entire balance of his or her Accounts minus any forfeitures and minus the ten
percent (10%) penalty as a lump sum within ninety (90) days after the end of the
month in which the Committee receives the request. Such distribution shall
completely discharge the Company and the applicable Affiliate from all liability
with respect to the Participant's Accounts. If the Participant is an active
Director, the Participant may not resume any further deferrals into the Plan
until January 1 of the second calendar year following the calendar year in which
the Director receives such distribution.
4.4 Withdrawal.A Participant who has deferred Director's Fees under
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this Plan for five (5) full years may request to withdraw a portion of the
amounts credited to his or her Accounts subject to forfeiture of the Bonus
Credit and associated deemed earnings and losses as provided by Section
3.5(b)(3). The requisite full years of deferral to request a withdrawal need not
be consecutive but may be intermittent. Amounts credited to the Deferred Stock
Fund will be distributed only after amounts credited to all other Investment
Funds are distributed. Such request must be made in writing in a form and manner
specified by the Committee and must specify the amount to be withdrawn and the
future date or dates to be paid. The date(s) must be the first of a month in the
second calendar year following the calendar year in which the request was made.
The request will be irrevocable after December 31 of the calendar year in which
it is made unless, prior to payment, the Participant separates from the Board or
the board of directors of an Affiliate, or a Special Circumstance occurs. In
these instances, the request will become null and void and the Account Balance
will be paid as elected by the Participant pursuant to Section 4.2 or as
provided in Section 4.5. If the request is approved by the Committee, the
Company will distribute to the Director the balance of his or her Accounts
except the portion credited to the Deferred Stock Fund as a lump sum within
ninety (90) days after the end of the month in which the Committee receives the
request and will distribute to the Director the balance of his or Accounts
credited to the Deferred Stock Fund minus any forfeitures in FirstEnergy Corp.
common stock in an administratively reasonable period of time.
4.5 Special Circumstance. In the instance of a Special Circumstance,
--------------------
all balances in Investment Funds other than the Deferred Stock Fund shall be
paid out immediately in cash as a lump sum and the balance of the Deferred Stock
Fund shall be distributed in FirstEnergy Corp. common stock in an
administratively reasonable period of time. A Participant may elect to receive
distribution from this Plan in a distribution payment otherwise permitted by
this Plan if such election is made more than 120 days prior to the Special
Circumstance.
5. BENEFICIARY
5.1 Beneficiary Designation. Each Participant shall have the right,
-----------------------
at any time, to designate his or her Beneficiary(ies) to receive any benefits
payable under the Plan upon the death of a Participant. A Participant shall
designate his or her Beneficiary by completing and signing a Beneficiary
designation form and returning it to the Committee. The Participant shall also
designate the time and the manner of payment to the Beneficiary, which may be
either (i) in a lump sum as soon as practicable after the date of death, (ii) in
a lump sum on January 1 of the year following the year in which the death
occurred or (iii) in one or more annual payments the last of which may occur no
later than January 1 of the fifth year following the year in which the death
occurred. Amounts credited to the Deferred Stock Fund shall be distributed in
FirstEnergy Corp. common stock in an administratively reasonable period of time.
In the event the Participant designates distribution in the form of two or more
annual payments, a pro rata portion shall be distributed from each Investment
Fund in which the Participant's Accounts are credited.
5.2 Change of Beneficiary. A Participant shall have the right to file
---------------------
a new Beneficiary designation form. Upon acceptance of a new Beneficiary
designation form, all Beneficiary designations previously filed shall be
cancelled as of the date of the new Beneficiary designation form.
5.3 Payment of Benefit upon Death. Upon the death of a Participant
------------------------------
prior to the distribution of the entire balance credited to the Participant's
Accounts shall be paid to the Beneficiary or Beneficiaries designated by the
Participant in writing filed with the Committee. In the event that a Participant
fails to designate a Beneficiary or, if all designated Beneficiaries predecease
the Participant or die prior to complete distribution of the Participant's
benefits, then the Participant's benefits under this Plan shall be distributed
to his or her surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid shall be paid to the executor or
personal representative of the Participant's estate.
6. ASSIGNMENT
Except to the extent that a Participant may designate a Beneficiary to
receive any payment to be made following his or her death and except by will or
the laws of descent and distribution, no rights or benefits under this Plan
shall be assignable or transferable, or subject to encumbrance or charge of any
nature.
7. ADMINISTRATION
7.1 Administration by Committee. Unless another Administrator is
----------------------------
selected by the Board, this Plan shall be administered by the Committee. Except
as otherwise provided by action of the Board or the terms of the Plan: (a) a
majority of the members of the Committee shall constitute a quorum for the
transaction of business, and (b) all resolutions or other actions taken by the
Committee at a meeting shall be by the vote of the majority of the Committee
members present, or, without a meeting, by an instrument in writing signed by
all members of the Committee. A Committee member may not vote on any matter
which directly affects only his or her benefit under the Plan.
7.2 Powers of Administrator. The Administrator shall have the full
-----------------------
discretion and authority to administer the Plan including the discretion and
authority to construe, interpret, and apply this Plan, and to render
nondiscriminatory rulings or determinations. All questions regarding the Plan,
as well as any dispute over accounting or administrative procedures or
interpretation of the Plan, shall be resolved at the sole discretion of the
Administrator. Constructions, interpretations, and decisions of the Committee
shall be conclusive and binding on all persons. The Administrator shall also
have the discretion and authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Plan. Any
individual serving on the Committee who is a Participant shall not vote or act
on any matter relating solely to himself or herself. When making a determination
or calculation, the Committee shall be entitled to rely on information furnished
by a Participant or the Company.
7.3 Delegation. The Committee may delegate all or any duties,
----------
discretions and responsibilities under this Plan to the Corporate Secretary.
8. CLAIMS
8.1 Any Participant or Beneficiary of a deceased Participant (such
Participant or Beneficiary being referred to below as a "Claimant") may deliver
to the Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. If such a claim relates to the
contents of a notice received by the Claimant, the claim must be made within
sixty (60) days after such notice was received by the Claimant. All other claims
must be made within 180 days of the date on which the event that caused the
claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.
8.2 The Committee shall consider a Claimant's claim within a
reasonable time, but no later than ninety (90) days after receiving the claim.
If the Committee determines that special circumstances require an extension of
time for processing the claim, written notice of the extension shall be
furnished to the Claimant prior to the termination of the initial ninety (90)
day period. In no event shall such extension exceed a period of ninety (90) days
from the end of the initial period. The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. The Committee shall
notify the Claimant in writing:
(a) that the Claimant's requested determination has
been made, and that the claim has been allowed in
full; or
(b) that the Committee has reached a conclusion
contrary, in whole or in part, to the Claimant's
requested determination, and such notice must set
forth in a manner calculated to be understood by
the Claimant:
(1) the specific reason(s) for the denial of the
claim, or any part of it;
(2) specific reference(s) to pertinent provisions of
the Plan upon which such denial was based;
(3) a description of any additional material or
information necessary for the Claimant to perfect
the claim, and an explanation of why such material
or information is necessary; and
(4) an explanation of the claim review procedure set
forth in Section 8.3 below.
8.3 Review of Denied Claim. The Board shall appoint the members of a
----------------------
Appeals Committee which shall consist of three (3) or more members. The Appeals
Committee shall decide appeals of application denials as provided in this
Section, have such other discretionary powers and authorities as provided by
this Section, and shall have such other discretionary powers and duties as shall
from time to time be assigned to the Appeals Committee by the Company. Prior to
a Change in Control the members of the Appeals Committee shall remain in office
at the will of the Board, and the Board may remove any of said members, from
time to time, with or without cause. A member of the Appeals Committee may
resign upon written notice to the remaining member or members of the Appeals
Committee and to the Company respectively. The fact that a person is a
prospective Participant, a Participant or a former Participant shall not
disqualify him from acting as a member of the Appeals Committee. In case of the
death, resignation or removal of any member of the Appeals Committee, the
remaining members shall act until a successor-member is appointed. Upon request,
the Company shall notify the Committee in writing of the names of the original
members of the Appeals Committee, of any and all changes in the membership of
the Appeals Committee, of the member designated as Chairman and the member
designated as Secretary, and of any changes in either office. Until notified of
a change, the Committee shall be protected in assuming that there has been no
change in the membership of the Appeals Committee or the designation of Chairman
or of Secretary since the last notification was filed with it. The Committee
shall be under no obligation at any time to inquire into the membership of the
Appeals Committee or its officers. All communications to the Appeals Committee
shall be addressed to its secretary at the address of the Company. On or before
sixty (60) days after receiving a notice from the Committee that a claim has
been denied, in whole or in part, a Claimant (or the Claimant's duly authorized
representative) may file with the Appeals Committee a written request for a
review of the denial of the claim. The Claimant (or the Claimant's duly
authorized representative):
(a) may, upon request and free of charge, have reasonable
access to, and copies of, all documents, records and
other information relevant to the claim for benefits;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Appeals Committee, in
its sole discretion, may grant.
8.4 Decision on Review. The Appeals Committee shall render its
--------------------
decision on review promptly, and no later than sixty (60) days after the Appeals
Committee receives the Claimant's written request for a review of the denial of
the claim. If the Appeals Committee determines that special circumstances
require an extension of time for processing the claim, written notice of the
extension shall be furnished to the Claimant prior to the termination of the
initial sixty (60) day period. In no event shall such extension exceed a period
of sixty (60) days from the end of the initial period. The extension notice
shall indicate the special circumstances requiring an extension of time and the
date by which the Appeals Committee expects to render the benefit determination.
In rendering its decision, the Appeals Committee shall take into account all
comments, documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. The decision must be written
in a manner calculated to be understood by the Claimant, and it must contain:
(a) specific reasons for the decision; and
(b) specific reference(s) to the pertinent Plan
provisions upon which the decision was
based; and
(c) an explanation of the claim review procedure
set forth in the Trust.
9. AMENDMENT, TERMINATION AND PARTICIPATION
9.1 Amendment by Board. Prior to a Special Circumstance,the Board may
------------------
from time to time, amend, suspend, terminate or reinstate any or all of the
provisions of this Plan, except that no amendment, suspension, termination or
reinstatement shall adversely affect the Accounts or benefits under this Plan of
any Participant as they existed immediately before the amendment, suspension,
termination, merger or reinstatement or the manner of payments, unless the
Participant shall have consented in writing.
9.2 Termination by the Company. Prior to a Special Circumstance, the
--------------------------
Board may at any time terminate this Plan and/or transfer its liabilities under
this Plan to a similar plan it may establish. Upon the termination of this Plan,
amounts credited to the Accounts of Participants and benefits transferred shall
continue to be payable to those Participants in accordance with the terms of
this Plan. Upon termination of this Plan, if the Board should transfer its
liabilities to another plan, such transfer of liabilities shall not adversely
affect the Accounts or benefits of any Participant as they existed immediately
prior to a transfer authorized by the Board or the manner of payments, unless
the Participant shall have consented in writing. In addition, any transfer of
liabilities of this Plan shall not affect the liability of the Company or any
Affiliate responsible to pay the benefit represented by the Account Balance.
9.3 Effect of Plan Termination. Notwithstanding any other provisions
--------------------------
of the Plan, if the Plan is terminated, no subsequent Director's fees may be
deferred under this Plan. Upon termination, if the liabilities of this Plan are
not transferred to another plan, the Director's Accounts shall continue to be
credited with deemed earnings as provided in Section 3.4, and the entire balance
in the Account Balance shall become payable to the Participant in accordance
with the provisions of this Plan in effect at the date of termination.
9.4 Participation by Affiliates. Affiliates may participate in
-----------------------------
this Plan as provided in this Section.
(a) A member of the affiliated group of corporations (as
defined in Section 1504 of the Internal Revenue
Code and the regulations thereunder) that includes the
Company may adopt this Plan with the consent of the
Company. The Affiliate shall be liable for the payment of
any benefit of a Participant whose benefits under the Plan
relate to Director's Fees deferred while serving on
the board of directors of the Affiliate or which are
transferred to this Plan by the Participant. Neither the
Company nor any other Affiliate shall have any liability
for such benefits.
(b) Each Affiliate, by adopting the Plan, appoints the
Company as its agent and fully empowers the Company to act
on behalf of all Affiliates as it may deem appropriate in
maintaining or terminating the Plan. The adoption by the
Company of any amendment to the Plan or the termination of
all or any part of the Plan will constitute and represent,
without further action on the part of any Affiliate, the
approval, adoption, ratification or confirmation by each
Affiliate of any such amendment or termination and each
Affiliate shall be bound by such amendment or termination.
(c) An Affiliate may cease participation in the Plan only
upon approval by the Company and only in accordance with
such terms and conditions that may be required by the
Company.
10. UNFUNDED PLAN
10.1 Bookkeeping Entries. The Accounts maintained for purposes of this
-------------------
Plan shall constitute bookkeeping records of the Company or the applicable
Affiliate and shall not constitute any allocation of any assets of the Company
or Affiliate or be deemed to create any trust or special deposit with respect to
any of the assets of the Company or any Affiliate. Neither the Company nor any
Affiliate shall be under any obligation to any Participant to acquire, segregate
or reserve any funds or other assets for purposes relating to this Plan. No
Participant shall have any rights whatsoever in or with respect to any funds or
other assets owned or held by the Company or any Affiliate. The rights of an
Participant under this Plan are solely those of a
general creditor of the Company or any Affiliate to the extent of the amount
credited to his or her Accounts with the Company or the applicable Affiliate and
this Plan is a mere promise to pay benefits to the Participants.
10.2 Trusts, Insurance Contracts or Other Investment. The Company or
------------------------------------------------
the Affiliates may, in their respective discretion, establish one or more
trusts, purchase one or more insurance contracts or otherwise invest or
segregate funds for purposes relating to this Plan, but the assets of such
trusts, rights and assets of such insurance contracts or otherwise invested or
held in segregated funds shall at all times remain subject to the claims of the
general creditors of the Company and any Affiliate as provided in such trust or
contract except to the extent and at the time any payment is made to an
Participant under this Plan.
11. MISCELLANEOUS
11.1 Severability. The invalidity or unenforceability of any
------------
particular provision of this Plan shall not affect any other provision, and the
Plan shall be construed in all respects as if invalid or unenforceable
provisions were omitted.
11.2 Applicable Law. This Plan shall be construed and governed in
---------------
accordance with the laws of the State of Ohio without giving effect to
principles of conflicts of laws.
11.3 Not a Contract. The terms and conditions of this Plan shall not
--------------
be deemed to constitute a contract for services between the Company or any
Affiliate and the Participant. A Director is retained on an "at will"
relationship that can be terminated at any time for any reason, or no reason,
with or without cause, and with or without notice, unless expressly provided in
a written agreement. Nothing in this Plan shall be deemed to give a Participant
the right to be retained as a Director of the Company and any Affiliate.
11.4 Successors. The provisions of this Plan shall bind and inure to
----------
the benefit of the successors and assigns of the Company and each Affiliate.
11.5 Distribution in the Event of Taxation.If the Trust terminates in
-------------------------------------
accordance with its terms and benefits are distributed from the Trust to a
Participant in accordance therewith, the Participant's benefits under this Plan
shall be reduced to the extent of such distributions.
(a) If, for any reason, all or any portion of a Participant's
benefits under this Plan becomes taxable to the Participant
prior to receipt, a Participant may petition the Committee
before a Special Circumstance, or the trustee of the Trust
after a Special Circumstance, for a distribution of that
portion of his or her benefit that has become taxable. Upon
the grant of such a petition, which grant shall not be
unreasonably withheld (and, after a Special Circumstance,
shall be granted), the Company or applicable Affiliate shall
distribute to the Participant immediately available
funds in an amount equal to the taxable portion of his or
her benefit. If the petition is granted, the tax liability
distribution shall be made within 90 days of the date when
the Participant's petition is granted. Such a distribution
shall affect and reduce the benefits to be paid under this
Plan.
(b) If the Trust terminates in accordance with its terms and
benefits are distributed from the Trust to a Participant in
accordance therewith, the Participant's benefits under this
Plan shall be reduced to the extent of such distributions.
11.6 Insurance.The Company and the Affiliates, on their own behalf or
---------
on behalf of the trustee of the Trust, and, in their sole discretion, may apply
for and procure insurance on the life of the Participant, in such amounts and in
such forms as the Trust may choose. The Company, the Affiliates or the trustee
of the Trust, as the case may be, shall be the sole owner and beneficiary of any
such insurance. The Participant shall have no interest whatsoever in any such
policy or policies, and at the request of the Company or an Affiliate shall
submit to medical examinations and supply such information and execute such
documents as may be required by the insurance company or companies to whom the
Company or Affiliate have applied for insurance.
11.7 Legal Representation. The Company and each Affiliate is aware
--------------------
that upon the occurrence of a Change in Control, the Board or the board of
directors of a Participant's Employer (which might then be composed of new
members) or a shareholder of the Company or the Participant's Employer, or of
any successor corporation might then cause or attempt to cause the Company, an
Affiliate or successor to refuse to comply with its obligations under the Plan
and might cause or attempt to cause the Company or an Affiliate to institute, or
may institute, litigation seeking to deny Participants the benefits intended
under the Plan. In these circumstances, the purpose of the Plan could be
frustrated. Accordingly, if, following a Change in Control, it should appear to
any Participant that the Company, an Affiliate or any successor corporation has
failed to comply with any of its obligations under the Plan or, if the Company,
an Affiliate or any other person takes any action to declare the Plan void or
unenforceable or institutes any litigation or other legal action designed to
deny, diminish or to recover from any Participant the benefits intended to be
provided, then the Company and the applicable Affiliate irrevocably authorize
such Participant to retain counsel of his or her choice at the expense of the
Company and an Affiliate (who shall be jointly and severally liable) to
represent such Participant in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Company, an
Affiliate or any director, officer, shareholder or other person affiliated with
the Company, an Affiliate or any successor thereto in any jurisdiction.
ATTACHMENT 2.4-A
Ohio Edison Company Deferred Compensation Plan for Directors.
-------------------------------------------------------------
Merger of Plans. Effective as of December 31, 1997, the Ohio Edison
---------------
Deferred Compensation Plan for Directors ("Ohio Edison Plan") was merged into
this Plan.
Definition of Director. The individuals who made deferral elections
----------------------
under the Ohio Edison Plan shall be considered "Directors" for purposes of this
Plan even if they have not served on the Board or any board of directors of any
Affiliate.
Prior Elections to Defer. Any election to defer director's fees made
------------------------
under the Ohio Edison Plan prior to December 31, 1997 shall, to the extent such
deferred fees and any earnings and losses credited to such deferred fees have
not been paid to the Director or to his or her Beneficiary prior to such date,
be treated as having been made under this Plan and shall be subject to all of
the rights and limitations imposed on elections made under this Plan.
Transfer of Account Balance. With respect to any Director who had a
-----------------------------
balance in his or her account under the Ohio Edison Plan immediately prior to
December 31, 1997, the balance of such account shall be transferred to a
Transfer Account under this Plan as of December 31, 1997 and shall be
administered in accordance with this Plan. Such Directors shall be permitted to
designate how such transferred account balances shall be deemed invested as
permitted under this Plan.
Liability for Payment. All liabilities of the Ohio Edison Plan shall
---------------------
be paid by the Company.
Transfer of Liabilities and Payment of Accounts. If any account under
-----------------------------------------------
the Ohio Edison Plan is in pay status or is otherwise payable to an Participant
as of such date, it shall continue to be payable to that person under the same
terms and conditions as were provided under the Ohio Edison Plan. The balance of
any account under the Ohio Edison Plan shall become payable under the terms and
conditions of this Plan; provided, however, that the Director's deferral
elections, commencement date elections, and beneficiary elections made under the
Ohio Edison Plan shall continue to be effective under this Plan unless amended
or changed by the Director under the terms of this Plan.
Crediting of Service. All service as a director of the Ohio Edison
----------------------
Company or any affiliate of Ohio Edison Company shall count as Years of Service
under this Plan.
ATTACHMENT 2.4-B
Centerior Energy Corporation Deferred Compensation Plan for Directors.
----------------------------------------------------------------------
Merger of Plans. Effective as of January 1, 2000, the Centerior Energy
---------------
Corporation Deferred Compensation Plan for Directors (the "Centerior Plan") was
merged into this Plan.
Definition of Director. The individuals who made deferral elections
----------------------
under the Centerior Plan shall be considered "Directors" for purposes of this
Plan even if they have not served on the Board or any board of directors of any
Affiliate.
Prior Elections to Defer. Any election to defer director's fees made
------------------------
under the Centerior Plan prior to January 1, 2000 shall, to the extent such
deferred fees and any earnings and losses credited to such deferred fees have
not been paid to the Director or to his or her Beneficiary prior to such date,
be treated as having been made under this Plan and shall be subject to all of
the rights and limitations imposed on elections made under this Plan.
Transfer of Account Balance. With respect to any Director who had a
----------------------------
balance in his or her account under the Centerior Plan immediately prior to
January 1, 2000, the balance of such account shall be transferred to a Transfer
Account under this Plan as of January 1, 2000 and shall be administered in
accordance with this Plan. Such Directors shall be permitted to designate how
such transferred account balances shall be deemed invested as permitted under
this Plan.
Liability for Payment. All liabilities of the Centerior Plan shall be
---------------------
paid by the Company.
Transfer of Liabilities and Payment of Accounts. If any account under
-----------------------------------------------
the Centerior Plan is in pay status or is otherwise payable to an Participant as
of such date, it shall continue to be payable to that person under the same
terms and conditions as were provided under the Centerior Plan. The balance of
any account under the Centerior Plan shall become payable under the terms and
conditions of this Plan; provided, however, that the Director's deferral
elections, commencement date elections, and beneficiary elections made under the
Centerior Plan shall continue to be effective under this Plan unless amended or
changed by the Director under the terms of this Plan.
Crediting of Service. All service as a director of Centerior Energy
--------------------
Corporation or any affiliate of Centerior Energy Corporation shall count as
Years of Service under this Plan.
ATTACHMENT 2.4-C
Deferred Remuneration Plan for Outside Directors of GPU, Inc.
-------------------------------------------------------------
And
Deferred Stock Unit Plan for Outside Directors of GPU, Inc.
-----------------------------------------------------------
And
Deferred Remuneration Plan for Outside Directors of Jersey Central Power & Light
- --------------------------------------------------------------------------------
Transfers from GPU Plans. Any individual who participated in the
-------------------------
Deferred Remuneration Plan for Outside Directors of GPU, Inc., Deferred Stock
Unit Plan for Outside Directors of GPU, Inc., or the Deferred Remuneration Plan
for Outside Directors of Jersey Central Power & Light (collectively the "GPU
Plans") and who was selected as a member of the board of directors for the
Company or Jersey Central Power & Light after November 7, 2001, may elect to
transfer his or her account under each GPU Plan to this Plan.
Prior Elections. Any election to defer director's fees made under any
---------------
GPU Plan prior to November 7, 2001 shall, to the extent such deferred fees and
any earnings credited to such deferred fees have not been paid to the director
or to his or her beneficiary prior to such date, be treated as having been made
under this Plan and shall be subject to all of the rights and limitations
imposed on elections made under this Plan.
Transfer of Account Balance. Any Director who had a balance in his or
---------------------------
her account under a GPU Plan immediately prior to November 7, 2001 may elect to
transfer such account's balance to a Transfer Account under this Plan as of
November 7, 2001. The Committee shall establish subaccounts within the Transfer
Account to reflect and administer Pre-Retirement and Retirement Accounts
transferred from the GPU Plans. From the date of the election, the Transfer
Account shall be deemed to be invested in the Moody's Investment Fund. The
Moody's Investment Fund is an Investment Fund established by the Committee
pursuant to Section 3.4 of the Plan and, the balance transferred from a GPU Plan
shall be adjusted in the same manner as the balances of Accounts of all other
Participants that are deemed to be invested in the Moody's Investment Fund. In
the event the Committee modifies the interest rate or the measurement period,
amends any feature of the Moody's Investment Fund, or eliminates the Moody's
Investment Fund, such modification, amendment or elimination shall apply to all
Participants including any Director that transfers his or her account balance
from a GPU Plan to this Plan. After January 1, 2002, a Director that transfers
his or her account balance from a GPU Plan may direct the Investment Funds in
which his or her Transfer Account is deemed invested as permitted by Section
3.5(c).
Liability for Payment. Liabilities of the GPU Plans transferred to the
---------------------
Company shall be paid by the Company. Any liability of the GPU Plans transferred
to an Affiliate shall be paid by the Affiliate.
Payment of Accounts. An account balance of a GPU Plan shall be
---------------------
transferred to this Plan as of the later of the date of the Director's election
or November 7, 2001. If any account under a GPU Plan is in pay status or is
otherwise payable to an Participant as of such date, it shall continue to be
payable to that person under the same terms and conditions as were provided
under the applicable GPU Plan. The balance of any account under a GPU Plan shall
become payable under the terms and conditions of this Plan; provided, however,
that the Director's deferral elections, commencement date elections, and
beneficiary elections made under the GPU Plan shall continue to be effective
under this Plan unless amended or changed under the terms of this Plan.
Crediting of Service and Years of Deferral. All service as a director
------------------------------------------
with GPU, Inc. or any affiliate of GPU, Inc. shall count as Years of Service
under this Plan. A full year during which a Director deferred fees under a GPU
Plan shall count as a full year of deferral under this Plan for purposes of
withdrawals under Section 4.4.
Scope of Change
---------------
Rev. 0 - Approved by FE Board on 11/19/02. Incorporates provisional changes
resulting from changing the trustee to State Street.