CLECOCORPORATION SUPPLEMENTALEXECUTIVE RETIREMENT PLAN (Amendedand Restated, Effective January 1, 2009) CLECOCORPORATION SUPPLEMENTALEXECUTIVE RETIREMENT PLAN (Amendedand Restated, Effective January 1, 2009) INDEX

 

ARTICLE I – PURPOSE

 

1

ARTICLE II – DEFINITIONS

 

1

ARTICLE III – ELIGIBILITY

 

3

ARTICLE IV – VESTING

3

Vesting Provisions

3

Forfeiture

4

Termination for Cause

 

4

ARTICLE V - RETIREMENT BENEFITS

4

Time of Payment

4

Payment Delay Applicable to Specified Employees

4

Form of Payment

4

Amount of Payment

4

Actuarial Reduction for Early Commencement of Retirement Benefits

5

Subsequent Increase in Benefits

 

5

ARTICLE VI - DEATH BENEFITS

6

Definitions

6

Death While Employed

6

Death After Retirement Benefit Commencement

6

Death After Termination of Employment and Before Retirement Benefit Commencement

6

Payment to Beneficiary

7

Death Benefit Adjustments

7

Supplemental Death Benefit

 

8

ARTICLE VII - OTHER BENEFITS

8

Disability Benefits

8

Change in Control

9

Benefits Upon a Business Transaction

 

9

ARTICLE VIII - PARTICIPANTS RIGHTS

10

Spendthrift Provision

10

Offset

10

Obligation for Benefit Payments

10

Taxes

10

Company’s Protection

10

Unsecured Creditor Status

10

ARTICLE IX - PLAN ADMINISTRATION

11

Powers of the Committee

11

Delegation of Administrative Authority; Experts

11

Claims for Benefits

11

Cash Out of Small Benefits

12

Arbitration

12

Amendment and Termination

 

12

ARTICLE X - GENERAL PROVISIONS

12

Funding

12

Entire Agreement

13

Binding Effect

13

Governing Law

13

Severability

13

Not an Employment Agreement

13

 

b.

The average of the Participant’s three highest awards made under the Company’s Annual Incentive Compensation Plan or similar arrangement during the 60-month period preceding his or her Separation From Service; provided that if fewer than three such awards have been made, such average shall be determined using zero for the amount of such unpaid awards.

 

a.

The completion of ten whole Years of Service;

 

b.

The Participant’s death or Disability while employed by the Company or an Affiliate;

 

c.

The date on which a Participant’s employment with the Company and its Affiliates is involuntarily terminated, without Cause, in connection with a Business Transaction; or

 

d.

The date on which a Participant’s employment is involuntarily terminated by the Company, without Cause, or a Participant terminates his or her employment on account of Good Reason, either within the time provided in Section 7.2 hereof.

 

a.

Such Participant’s benefit accrued under the Company Pension Plan (i) determined without regard to any domestic relations order qualified under Code Section 414(p) or other law, (ii) assuming that the Participant elects to receive such benefits in the form of a joint and 100% survivor annuity payable to his or her spouse, if he or she is married, or a single life annuity with guaranteed payments for a period of ten years if he or she is not married, and (iii) assuming that the payment of such benefit commences as of the Participant’s Payment Date.

 

b.

Such Participant’s allocable employer contributions, whether discretionary, nondiscretionary or matching, made under the Company’s or an Affiliate’s tax qualified plan that includes a cash or deferred arrangement, provided that (i) such Eligible Participant shall have first commenced employment with the Company or an Affiliate on or after August 1, 2007, (ii) only matching contributions in excess of those in effect as of July 31, 2007, shall be taken into account, (iii) such contributions shall be determined as if each affected Participant deferred the maximum amount permitted under Code Section 402(g) and made any additional deferral permitted under Code Section 414(v), (iv) earnings shall be imputed to such contributions at the actuarial interest rate specified in the Company Pension Plan, from time to time, and (v) for purposes of determining the amount of the Benefit Offset required hereunder, such amount shall be expressed in the form of an annuity determined in accordance with the provisions and assumptions set forth in subparagraph a hereto.

 

c.

Such Participant’s benefits payable from an Other Employer Plan, expressed in the form described in and determined in accordance with the provisions of subparagraph a hereof.

 

d.

Any benefit payments payable from the Company’s Long-Term Disability Plan.

 

b.

Minimum Benefit Period means the minimum period during which Death Benefits will be paid hereunder, which period shall commence as of a Participant’s Payment Date and end on the later of (i) the tenth anniversary of such date, or (ii) such Participant’s Normal Retirement Date.

 

c.

Surviving Spouse means (i) if a Participant dies before his or her Payment Date, the person to whom the Participant is lawfully married as of the date of his or her death, or (ii) if such Participant dies after his or her Payment Date, the person to whom such Participant was lawfully married on his or her Payment Date and on the date of his or her death.

 

a.

During the 12 months immediately following such Participant’s date of death, the greater of (i) the Participant’s vested Retirement Benefit determined in accordance with Article V hereof, subject to adjustment as provided in Section 6.6 hereof, or (ii) 100% of the annual Base Compensation of the deceased Participant, determined as of his or her date of death, including the adjustments provided in Section 2.12 hereof; and

 

b.

Thereafter, the deceased Participant’s Retirement Benefit determined in accordance with Article V hereof,  subject to adjustment as provided in Section 6.6 hereof.

 

a.

If an Eligible Participant dies while employed by the Company or an Affiliate, with no Surviving Spouse;

 

b.

If an Eligible Participant dies after his or her Payment Date, but the Participant and his or her Surviving Spouse (if any) die before the expiration of the Minimum Benefit Period; or

 

c.

If a death benefit payable to a Surviving Spouse has commenced, but such spouse dies before the expiration of the Minimum Benefit Period.

 

a.

If a Surviving Spouse is more than ten years younger than his or her spouse, any Death Benefit payable to such spouse shall equal 50% of the amount of the deceased Participant’s Retirement Benefit; provided, however, that the amount of any benefit provided under Section 6.2a(ii) shall not be subject to such reduction.

 

b.

If a deceased Eligible Participant commenced payment of his or her Retirement Benefit before the date of his or her death, any Death Benefit payable to his or her Surviving Spouse hereunder shall be reduced by the survivor’s portion of the joint and 100% survivor annuity, calculated as of the deceased Participant’s Payment Date under the Company Pension Plan and any Other Employer Plan.

 

c.

If a deceased Participant commenced his or her Retirement Benefit before the date of his or her death and he or she was unmarried as of such commencement date, any Death Benefit payable hereunder shall be reduced by the survivor portion of the ten-year certain and life annuity, determined as of such deceased Participant’s Payment Date under the Company Pension Plan  and any Other Employer Plan.

 

d.

If Death Benefits are payable to a Surviving Spouse hereunder and such spouse dies before the expiration of the Minimum Benefit Period, any Death Benefit payable thereafter shall be reduced only by the actual amount of any survivor benefits paid after the death of such spouse under the Company Pension Plan  and any Other Employer Plan.

 

e.

If a Participant dies before his or her Payment Date, any Death Benefit payable hereunder shall be reduced by the actual amount of any survivor benefits paid to the Surviving Spouse or other Beneficiary under the Company Pension Plan  and any Other Employer Plan.

 

f.

Death Benefits payable hereunder shall not be adjusted to reflect any increase in any benefit payable under the Company Pension Plan  or Other Employer Plan occurring after a Participant’s Payment Date.

 

a.

Such benefit shall be paid to the Beneficiary of such Supplemental Eligible Participant, which Beneficiary need not be such Participant’s Surviving Spouse or the same Beneficiary designated with respect to Death Benefits otherwise payable hereunder.

 

b.

The amount of such benefit shall be determined as follows:

 

i.

If a Supplemental Eligible Participant dies while actively employed by the Company or an Affiliate, the benefit shall equal the sum of (x) 200% of such Participant’s annual base salary then in effect, and (y) such Supplemental Eligible Participant’s target bonus payable under the Company’s Annual Incentive Compensation Plan (or its successor) for the year in which the Participant’s date of death occurs; or

 

ii.

If a Supplemental Eligible Participant dies after his or her Separation Date, the benefit shall equal the sum of (x) 100% of such Participant’s annual base salary in effect as of his or her Separation Date, and (y) such Participant’s target bonus payable under the Annual Incentive Compensation Plan for the year in which his or her Separation Date occurs.

 

c.

Such benefit shall be paid in the form of a single-sum payment.

 

d.

Such benefit shall be paid as of the first business day of the second calendar month following the Supplemental Eligible Participant’s date of death.

 

a.

The amount of such benefit shall equal the vested Retirement Benefit that he or she would have been eligible to receive if his or her Separation Date occurred as of the date on which he or she became Disabled, without the actuarial reduction required under Section 5.4 hereof.

 

b.

Payment shall be made in equal monthly installments commencing on the first business day of the second calendar month following the date on which such Participant is deemed to be Disabled.

 

c.

Payment hereunder shall cease as of the earlier of (i) the date on which the Participant is reinstated as an active employee of the Company or an Affiliate, (ii) the date on which a Participant ceases to be Disabled, or (iii) the Participant’s Payment Date.

 

d.

In the event the Participant dies while receiving a Disability Benefit, Death Benefits under Section 6.2 or 6.3 hereof shall be based upon the greater of his or her Disability Benefit or such Participant’s Retirement Benefit determined as if his or her Payment Date occurred immediately before the date of his or her death; provided, however, that any Disability Benefit payable hereunder shall be subject to any applicable Benefit Offset described in Section 5.3 hereof and the actuarial reduction described in Section 5.4 hereof.

 

a.

He or she shall be credited with three years of age for purposes of determining his or her Benefit Percentage in accordance with Section 5.3 hereof; provided, however that in no event shall such Benefit Percentage be less than 50%; and

 

b.

He or she shall be credited with three years of age for purposes of applying any reduction required under Section 5.4 hereof on account of the commencement of benefits prior to his or her Normal Retirement Date.

 

a.

He or she shall be credited with three years of age for purposes of determining his or her Benefit Percentage in accordance with Section 5.3 hereof; provided, however that in no event shall such Benefit Percentage be less than 50%; and

 

b.

He or she shall be credited with three years of age for purposes of applying any reduction required under Section 5.4 hereof on account of the commencement of benefits prior to his or her Normal Retirement Date.

 

a.

Such Participant or Surviving Spouse or Beneficiary shall be notified, in writing, of the dispute or denial as soon as possible (but no later than 90 days) after receipt of the request for a distribution.  The notice shall set forth the specific reasons for the denial, including any relevant provisions of the Agreement, and shall explain the review procedure of the Plan.

 

b.

Such Participant or Surviving Spouse or Beneficiary shall be entitled to full review of his or her claim after receipt of written notification of a denial.  A Participant (or Surviving Spouse or Beneficiary) desiring a review of a dispute or denial must request such a review, in writing, not later than 60 days after notification from the Committee.  During the review, the Participant (or Surviving Spouse or Beneficiary) may be represented and shall have the right to inspect all documents pertaining to the dispute or denial.

 

a.

No such amendment or termination shall reduce any benefits or rights accrued as of the effective date of such termination or amendment, without the prior written consent of each affected Participant, Surviving Spouse or Beneficiary hereunder;

 

b.

If the Plan is terminated benefit accruals hereunder shall cease and payments hereunder shall be made or at such time and in such manner as may be prescribed under the terms of the Plan;

 

c.

If the Plan is terminated, Years of Service following the termination date shall be credited to any Participant who is not then an Eligible Participant for purposes of Article IV hereof; and

 

d.

As to any Participant hereunder, the Committee (or its designee), in its discretion, may provide for a modification of the Benefit Percentage or the Benefit Offsets otherwise provided herein; any such modification shall be included in a separate participation or similar agreement executed by the affected Participant and the Committee.

By:           /s/ G. W. Bausewine         

Title:        S.V.P., Corporate Services

Date:       November 4, 2008