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Exhibit 10(bb)
FIRST AMENDMENT
TO THE
EASTERN UTILITIES ASSOCIATES
KEY EXECUTIVE PLAN
WHEREAS, Eastern Utilities Associates (the "Association")
previously
adopted the Eastern Utilities Associates Key Executive Plan (the
"Plan")
effective July 1984;
WHEREAS, the Association amended and restated the Plan effective
January 1,
1995;
WHEREAS, the Association has resolved to enhance the benefits for
Donald G.
Pardus and John R. Stevens; and
WHEREAS, the Association has reserved the right to amend the Plan
from time
to time under Section 10 of the Plan;
NOW,
THEREFORE, in accordance with and pursuant to the foregoing, the
Plan
is amended, effective January 1,1999, as follows:
1. Section 4(b)
is hereby amended by deleting the same in its entirety and by
substituting therefore the following:
"The
Supplemental Pension Benefit provided by this Plan shall consist
of
the
monthly payment of twenty-five percent of the Key Executive's
Salary to
the
Key Executive for the fifteen year period beginning on the first
day of
the
month following the termination of Key Executive's employment with
the
Association; providing, however, that the Supplemental Pension
Benefit
payment period shall be twenty years instead of fifteen years in
the case
of
Donald G. Pardus and John R. Stevens.
2. Section 8(b)
is hereby amended by deleting the same in its entirety and by
substituting therefore the following:
"Notwithstanding anything to the contrary in Section 8(a) above,
the
benefits payable under this Plan shall be offset by the excess
cash
surrender value or death benefits in any insurance policy or
policies owned
by
the Key Executive over the amount payable to the Association (or
any of
its
affiliates) under any split-dollar insurance agreement between
the
Association (or any of its affiliates) and the Key Executive, after
such
excess cash value or death benefits have been further reduced by
any
amounts used to offset benefits due under the Supplemental
Retirement Plan
for
Certain Officers of Eastern Utilities Association and Its
Affiliates.
In
determining the benefits that could be paid with such excess cash
value,
(i)
the amount of excess cash surrender value under this paragraph
(b)
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shall be determined effective as of the date that the
split-dollar
insurance arrangement between the participant and EUA Service
Corporation
terminates; and (ii) discounting for present value shall be
performed using
the
83-Group Annuity Mortality table and an interest rate equal to
the
then-prevailing 30 year Treasury Note rate on the date the
participant
commenced benefits under the Plan; provided, however, that the
interest
rate
shall in no event exceed 5.19% when discounting the Plan
benefits
payable to Donald G. Pardus and John R. Stevens."
IN
WITNESS WHEREOF, EASTERN UTILITIES ASSOCIATES has caused this
instrument
to be executed and delivered on its behalf by the undersigned on
this 30th day
of September 1999.
ATTEST:
EASTERN UTILITIES ASSOCIATES
/s/ Illegible
/s/ Paul J. Choquette, Jr.
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Secretary
By: Paul J. Choquette, Jr.
Its: Compensation and Nominating
Committee Chairman
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KEY EXECUTIVE PLAN
OF
EASTERN UTILITIES ASSOCIATES
Amended and Restated Effective January 1, 1995
The
undersigned officer of Eastern Utilities Associates hereby
certifies
that this is a true and complete copy of the Key Executive Plan of
Eastern
Utilities Associates, amended and restated effective January 1,
1995 and as in
full force and effect on the date hereof.
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KEY EXECUTIVE PLAN
OF
EASTERN UTILITIES ASSOCIATES
1. PURPOSE
The
purpose of the Key Executive Plan of Eastern Utilities Associates
(the
"Plan") is to advance the interests of Eastern Utilities Associates
(the
"Association") by providing supplemental pension benefits and death
benefit
coverage to those key employees who contribute significantly to the
performance
of the Association and its affiliates (the "Key Executives"). The
Plan is
intended to enhance the ability of the Association to attract and
retain
individuals of superior managerial ability and to motivate such
individuals to
exert their best efforts towards future progress and profitability
of the
Association. This amendment and restatement of the Plan is intended
to supersede
the Key Executive Insurance Plan as originally adopted by the
Association in
July 1984.
2.
ADMINISTRATION AND INTERPRETATION
(a) Administration. The Plan is administered by the Association.
The
Association, from time to time, may adopt such rules and
regulations as may be
necessary or desirable for the proper and efficient administration
of the Plan
and as are consistent with the terms of the Plan, The Association,
from time to
time, may also appoint such individuals to act as the
Association's
representatives as the Association considers necessary or desirable
for the
effective administration of the Plan. Any notice or document
required to be
given or filed with the Association will be properly given or filed
if delivered
or mailed, by certified or registered mail, postage prepaid, to the
Association
at One Liberty Square, P.O. Box 2333, Boston, MA 02107.
(b) Top Hat Exemption. It is the Association's intent that this
Plan,
as set forth herein, constitute an unfunded plan for a "select
group of
management and highly compensated employees" within the meaning of
U.S.
Department of Labor Regulation Section 2520.104-23, and comply with
the
applicable requirements of the Employee Retirement Income Security
Act of 1974,
as amended ("ERISA").
(c) Interpretation. The interpretation and construction by the
Association of any provisions of the Plan and any determination by
the
Association under any provision of the Plan shall be final and
conclusive for
all purposes.
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(d) Limitation on Liability. Neither the Association, the trustees
of
the Association (collectively, the "Trustees") or any individual
authorized to
act on behalf of the Association shall be liable for any act,
omission,
interpretation construction or determination made in connection
with the Plan in
good faith. The Trustees and any individuals authorized to act on
behalf of the
Association shall be entitled to indemnification and reimbursement
by the
Association in respect of any claim, loss, damage or expense
(including counsel
fees) arising therefrom to the full extent permitted by law and
under any
liability insurance coverage that may be in effect from time to
time.
3.
PARTICIPATION
The individuals eligible to participate in this Plan shall be
those
Key Executives as the Association from time to time shall
determine. A list of
the Key Executives is attached hereto as Appendix A. The
Association shall
update Exhibit A from time to time as the Association adds
additional
individuals as Key Executives under the Plan.
4. SUPPLEMENTAL
PENSION BENEFIT
(a) Eligibility. A Key Executive shall be entitled to receive
payment
of a Supplemental Pension Benefit (as defined in Section 4(b)
below) upon
Retirement (as defined in Section 4(c) below) or Termination
without Cause (as
defined in Section 4(d) below).
(b) Amount and Payment of Supplemental Pension Benefit. The
Supplemental Pension Benefit provided by this Plan shall consist of
the monthly
payment of twenty-five percent of the Key Executive's Salary to the
Key
Executive for the fifteen year period beginning on the first day of
the month
following the termination of Key Executive's employment with the
Association.
For purposes of this Plan, the Key Executive's Salary shall equal
the highest
annualized rate of salary paid to the Key Executive at any time
prior to the Key
Executive's sixty-fifth birthday.
(c) Retirement. A Key Executive may retire at any time on or after
the
first day of any month coincident with or next following the
earlier of the date
on which the Key Executive (i) attains sixty-one years of age and
completes ten
or more years of vesting service under the Employees' Retirement
Plan of Eastern
Utilities Associates and its Affiliated Companies (the
"Tax-Qualified Pension
Plan") or (ii) qualifies for Special Early Retirement under Section
4.4 of the
Tax-Qualified Pension Plan.
(d) Termination without Cause. Termination without Cause shall
consist
of any termination of the Key Executive's employment by the
Association
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without Cause (as defined in Section 6 below) and any termination
of the Key
Executive's employment by the Key Executive under circumstances
which entitle
the Key Executive to severance benefits under any plan, agreement
or arrangement
with the Association or its affiliates.
5. DEATH
BENEFITS
(a) Death Benefit After Commencement of the Supplemental
Pension
Benefit. In the event of the Key Executive's death after the
Supplemental
Pension Benefit has commenced but before the expiration of the
fifteen year
payment period fo
