EXHIBIT NO. 10b(12)
[Excerpts from Minutes of Meeting of Board of Directors - July 9, 1997]
AMENDMENT TO SUPPLEMENTAL
SENIOR EXECUTIVE RETIREMENT PLAN OF
CAROLINA POWER & LIGHT COMPANY
Mr. Smith referred to the Supplemental Senior Executive Retirement Plan
of Carolina Power & Light Company (Plan) and stated that, under ARTICLE VIII
AMENDMENT AND TERMINATION, the Company has the right to amend the Plan. He
stated that the Plan does not permit the Company to grant additional years of
Service, and that it was important to be able to grant additional years of
Service under the Plan as a means of attracting and hiring employees at the
senior management level.
Mr. Smith also stated that benefits payable to Participants who retire
between ages 60 and 65 will receive payments that are actuarially reduced. This
method of reducing payments is excessive, and is not consistent with CP&L's
Supplemental Retirement Plan. Mr. Smith recommended that a fixed discount rate
of 2.5% per be applied for every year before the Participant's Normal Retirement
Date, instead of the current actuarial reduction.
An Amendment One to the Plan was presented to the Board. Amendment One
was marked as Exhibit D 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 the company to grant additional years of Service to new employees that are
eligible to participate in the Plan, provided that those additional years of
Service are granted under the terms of a written employment agreement entered
into at the time of their employment with the Company. Amendment One will also
replace the current actuarial reduction in early retirement benefits with a
fixed discount rate of 2.5% per year. 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 D 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 D TO
BOARD OF DIRECTORS
MEETING MINUTES
AMENDMENT ONE
TO
SUPPLEMENTAL SENIOR EXECUTIVE RETIREMENT PLAN
OF
CAROLINA POWER & LIGHT COMPANY
Pursuant to ARTICLE VIII AMENDMENT AND TERMINATION of the Supplemental
Senior Executive Retirement Plan of Carolina Power & Light Company, as amended
and restated September 21, 1994, (the "Plan"), the Board of Directors hereby
amends the Plan. The following changes to the Plan shall become effective on
July 1, 1997.
1. Section 2.16 of ARTICLE II DEFINITIONS is hereby deleted and replaced
with the following:
"2.16. Service shall have the same meaning as "Eligibility Service,"
determined as provided in Sections 2.02 and 3.01 of the
Retirement Plan, plus any additional years of service that
may be granted to the Participant in connection with this
Plan under the terms of a written employment agreement
entered into at the time the Participant becomes employed
with the Company."
2. Section 4.02 (b) of ARTICLE IV RETIREMENT BENEFITS is hereby deleted
and replaced with the following:
"(b) Amount. The eligible Participant's early retirement benefit
shall be a monthly amount equal to his Target Early Retirement
Benefit reduced by the sum of (1) his Assumed Early Retirement
Pension Benefit and (2) his Social Security Benefit; provided,
however, such benefit will be reduced, where applicable, by
the following:
(i) the amount of 2.5% of his early retirement benefit
for each year that such benefit is received prior to
his Normal Retirement Date; and
(ii) If such eligible Participant's projected years of
Service at his Normal Retirement Date are less than
fifteen (15), his Target Early Retirement Benefit and
his Assumed Early Retirement Pension Benefit shall be
calculated based upon his years of Service at his
Early Retirement Date rather than upon his projected
years of Service at his Normal Retirement Date.
Except as amended herein, the Supplemental Senior Executive Retirement
Plan of Carolina Power & Light Company shall continue in full force and effect.