EXHIBIT NO. 10b(11)
[Excerpts from Minutes of Meeting of Board of Directors - July 9, 1997]
AMENDMENT TO DEFERRED COMPENSATION PLAN
FOR KEY MANAGEMENT EMPLOYEES OF
CAROLINA POWER & LIGHT COMPANY
Mr. Smith referred to the Deferred Compensation Plan for Key Management
Employees of Carolina Power & Light Company (Plan) and stated that, under
ARTICLE XI AMENDMENT AND TERMINATION, the Company has the right to amend the
Plan. He stated that deferrals under the Plan cannot exceed fifteen percent
(15%) of the Participant's Total Compensation for the year in which such
deferral election is made, and that additional flexibility was appropriate where
justified in the discretion of the Company's Chief Executive Officer.
An Amendment One to the Plan was presented to the Board. Amendment One
was marked as Exhibit C to the minutes of the Board of Directors meeting and
filed with and made a part of the minutes of the meeting. Amendment One will
allow Participants to defer more than fifteen percent (15%) of the Participant's
Total Compensation for the year in which such deferral election is made, but
only when justified in the sole discretion of the Company's Chief Executive
Officer. Mr. Smith recommended that the Board ratify Amendment One to the Plan.
Whereupon, after discussion and upon motion duly made and seconded, it was
unanimously:
RESOLVED, that Amendment One to the Plan substantially in the form of
Exhibit C to the minutes of this meeting, with such changes, if any,
as the officers of the Company may deem advisable, be, and the same
hereby is, ratified; and further
RESOLVED, that the officers of the Company be, and hereby are, fully
authorized and empowered to do any and all things and to take any and
all actions in their judgment necessary or desirable in order to fully
carry out, perform and make effective the matters and things covered
by the foregoing resolution and the purposes and intent thereof.
EXHIBIT C TO
BOARD OF DIRECTORS
MEETING MINUTES
AMENDMENT ONE
TO
DEFERRED COMPENSATION PLAN
FOR
KEY MANAGEMENT EMPLOYEES OF
CAROLINA POWER & LIGHT COMPANY
Pursuant to ARTICLE XI AMENDMENT AND TERMINATION of Deferred Compensation Plan
for Key Management Employees of Carolina Power & Light Company, as amended and
restated November 1, 1991, (the "Plan"), the Board of Directors hereby amends
the Plan. The following changes to the Plan shall become effective on July 9,
1997, and shall apply to all Deferred Compensation Agreements entered into by
the Company and any Eligible Employee on or after November 1, 1991.
A. Section 2.(a) of ARTICLE III ELIGIBILITY AND PARTICIPATION is hereby deleted
and replaced with the following:
"(a) An Eligible Employee participates in the Deferred
Compensation feature of the Plan by irrevocably electing, in the manner
specified herein, to defer future Salary in an annual amount for one
(1) or four (4) consecutive calendar years (or for such fewer years as
remain until the Employee's Normal or Early Retirement Date; or for
such fewer years as approved by the Chief Executive Officer of the
Company; or if the Chief Executive Officer is the affected Participant
then for such fewer years as approved by the Committee). An Eligible
Employee may defer a minimum of $1,000 per year under the four (4) year
election and $3,000 per year under the one (1) year election. No
deferral election shall be permitted which would have the result of
causing to be deferred under this Plan in any calendar year (as a
result of such deferral election and, where applicable, any previous
deferral elections pursuant to this Plan or the predecessor Plan
provisions) amounts of Salary which exceed fifteen percent (15%) of
such Eligible Employee's Total Compensation for the year in which such
deferral election is made; except when approved in advance on a
case-by-case basis by the Company's Chief Executive Officer, or if the
Chief Executive Officer is the affected Participant then when approved
in advance on a case-by-case basis by the Committee. Should the amount
of any deferral election made by any Eligible Employee exceed the
fifteen percent (15%) limitation without the prior approval of the
Company's Chief Executive Officer, the amount of such deferrals so
elected shall be automatically reduced to the maximum level permitted
by the Plan.
B. In Section 5 of Exhibit A to the Plan, in the chart delete the references to
Calendar Years 1992, 1993, 1994 and 1995. The references to specific Calendar
Years are to be filled in on a case-by-case basis.
Except as amended herein, the Deferred Compensation Plan for Key
Management Employees of Carolina Power & Light Company shall continue in full
force and effect.