ex10_1-27.htm


    Exhibit 10.1.27


    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    GREAT
PLAINS ENERGY INCORPORATED

     

    


     

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

     

    


     

    


     

    


     

    (As
Amended and Restated for I.R.C. § 409A)

     

    


     

    Amended
December 8, 2009

     

    


    


    
 

     

      
        

      

    

    
 

    GREAT
PLAINS ENERGY INCORPORATED

     

    SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

     

    (As
Amended and Restated for I.R.C. § 409A)

     

    BACKGROUND
AND PURPOSE

     

    Kansas
City Power & Light Company ("KCPL") adopted the Kansas City Power &
Light Supplemental Executive Retirement and Deferred Compensation Plan effective
November 2, 1993 (the "Original Plan"), to provide opportunities for selected
employees and members of KCPL's Board of Directors to defer the receipt of their
compensation.  The Original Plan was divided into two separate plans
effective as of April 1, 2000, the "Great Plains Energy Incorporated
Nonqualified Deferred Compensation Plan" (the "Frozen NQDC Plan") and the Great
Plains Energy Incorporated Supplemental Executive Retirement Plan (as amended
and restated effective as of November 1, 2000, October 1, 2001 and October 1,
2003 and attached hereto as Appendix C) (the "Frozen SERP").

     

    As a
result of the addition of Section 409A to the Internal Revenue Code ("Code
Section 409A"), Great Plains Energy Incorporated has taken two actions which
affect the Frozen SERP.

     

    
      	
              ·

            	
              First,
      the Frozen SERP has been frozen as of December 31, 2004 such that no new
      participants will enter, and no new amounts will accrue under, the Frozen
      SERP after December 31, 2004. Except to reflect that the Frozen SERP has
      been frozen, no material modifications have been made to the Frozen SERP.
      The Frozen SERP will continue to operate as a "frozen" plan in accordance
      with its terms and with respect to all accrued amounts as of December 31,
      2004.  Consistent with Code Section 409A, all accrued benefits
      as of December 31, 2004 will be paid under and in accordance with the
      Frozen SERP; provided, however, if a participant's aggregate SERP benefit
      is less than the benefit accrued under the Frozen SERP as of December 31,
      2004, only such lesser benefit, if any, shall be paid under the Frozen
      SERP.  Nothing under this Plan or the Frozen SERP shall be
      interpreted as providing a minimum
benefit.

            


    

     

    
      	
              ·

            	
              Second,
      this plan, the "Great Plains Energy Incorporated Supplemental Executive
      Retirement Plan (as Amended and Restated for I.R.C. § 409A)" (the "Plan")
      is adopted effective generally as of January 1, 2005.  This Plan
      governs the payment of benefits accrued after December 31, 2004 and,
      except as specifically provided otherwise, is effective generally January
      1, 2005.  While the calculation of certain benefits under this
      Plan include an offset for benefits paid under the Frozen SERP, this Plan
      solely relates to those benefits accrued after December 31, 2004, as
      determined consistent with Code Section 409A.  In addition,
      depending upon a participant's ultimate benefit under this Plan and the
      level of a participant's accrued benefit as of December 31, 2004, a
      participant's entire SERP benefit could consist solely of an amount equal
      to or less than the Participant's Frozen SERP benefit and would be paid
      solely in accordance with the Frozen SERP.  There is to be no
      duplication of benefits under the Frozen SERP and this
    Plan.

            


    

     

    

      
        

      

    

    
 

    Certain
operations of the Plan between December 31, 2004 and December 31, 2007,
including those operations in 2005 memorialized in Appendix B, were completed in
accordance with IRS Notice 2005-1 and in "good faith" compliance with the
proposed Treasury Regulations issued under Code Section 409A.  In
addition, this Plan provides for different benefit formulas for employees (1)
hired by Great Plains Energy Incorporated (or one of its affiliates) before
September 1, 2007, to reflect the choice employees were allowed to make between
maintaining their existing benefit structure or receiving a slightly lower
pension benefit but eligible to receive a larger employer contribution under the
Great Plains Energy 401(k) Plan and (2) employees hired by Great Plains Energy
Incorporated (or one of its affiliates) on or after September 1,
2007.

     

    

      
        

      

    

    
 

    TABLE OF
CONTENTS

     

    


     

    
      	
              ARTICLE
      I DEFINITIONS 

                                                                                                                                  

            	
              1

            
	
              1.1

            	
              Definitions                                                                                                

            	
              1

               

            
	
              1.2

            	
              General
      Interpretive
      Principles                                                                                                

            	
              4

               

            
	
              ARTICLE
      II ELIGIBILITY FOR
      BENEFITS                                                                                                                     

              ARTICLE
      III AMOUNT AND FORM OF RETIREMENT
      BENEFITS                                                                                                                     

            	
              4

               

            
	
              5

               

            
	
              3.1

            	
              Normal
      Retirement                                                                                                

            	
              5

               

            
	
              3.1.1

            	
              Normal
      Retirement – Stationary
      Participant                                                                                                

            	
              5

               

            
	
              3.1.2

            	
              Normal
      Retirement – Converted
      Participant                                                                                                

            	
              7

               

            
	
              3.1.3

            	
              Normal
      Retirement – Post-2007
      Participant                                                                                                

            	
              9

               

            
	
              3.2

            	
              Benefits
      Payable Prior to Normal Retirement
      Date                                                                                                

            	
              10

               

            
	
              3.2.1

            	
              Stationary
      Participant                                                                                                

            	
              10

               

            
	
              3.2.2

            	
              Converted
      Participant                                                                                                

            	
              12

               

            
	
              3.2.3

            	
              Post-2007
      Participant                                                                                                

            	
              16

               

            
	
              3.3

            	
              Delayed
      Retirement                                                                                                

            	
              17

               

            
	
              3.4

            	
              Disability
      Benefit                                                                                                

            	
              18

               

            
	
              3.5

            	
              Form
      of
      Payment                                                                                                

            	
              19

               

            
	
              3.6

            	
              Election
      of Form and
      Timing                                                                                                

            	
              21

               

            
	
              3.7

            	
              Years
      of Benefit Service for Certain
      Participants                                                                                                

            	
              22

               

            
	
              3.8

            	
              Coordination
      of Benefits Between Plan and Frozen
      SERP                                                                                                

            	
              22

               

            
	
              ARTICLE
      IV PAYMENT OF RETIREMENT
      BENEFITS                                                                                                                     

            	
              23

               

            
	
              4.1

            	
              Form
      of
      Payment                                                                                                

            	
              23

               

            
	
              4.2

            	
              Timing
      of Payment of Retirement
      Benefits                                                                                                

            	
              23

               

            
	
              ARTICLE
      V DEATH
      BENEFITS                                                                                                                     

            	
              25

            
	
              5.1

            	
              Payment
      to Surviving
      Spouse                                                                                                

            	
               

              25

            
	
              5.2

            	
              Form
      and Timing of Payment to Surviving
      Spouse                                                                                                

            	
               

              26

            
	
              5.3

            	
              Frozen
      Plan
      Offset                                                                                                

            	
               

              26

            
	
              ARTICLE
      VI
      MISCELLANEOUS                                                                                                                     

            	
               

              26

            
	
              6.1

            	
              Plan
      Amendment and
      Termination                                                                                                

            	
               

              26

            


    

     

     

    
 

    
i

    
      
        

      



    


    


    
      	
              6.2

            	
              No
      Right to
      Employment                                                                                                

               

            	
              26

            
	
              6.3

            	
               

              No
      Administrator
      Liability                                                                                                

            	
              27

            
	
              6.4

            	
               

              Unfunded
      Plan                                                                                                

            	
              27

            
	
              6.5

            	
               

              Nontransferability                                                                                                

            	
              28

            
	
              6.6

            	
               

              I.R.C.
      §
      409A                                                                                                

            	
              28

            
	
              6.7

            	
               

              Participant's
      Incapacity                                                                                                

            	
              28

            
	
              6.8

            	
               

              Plan
      Administrator                                                                                                

            	
              28

            
	
              6.9

            	
               

              Claims
      Procedures                                                                                                

            	
              28

            
	
              6.10

            	
               

              Deliverables                                                                                                

            	
              30

            
	
              6.11

            	
               

              Disputes                                                                                                

            	
              30

            
	
              6.12

            	
               

              Binding
      Effect                                                                                                

            	
              30

            
	
              6.13

            	
               

              Severability                                                                                                

            	
              31

            
	
              6.14

            	
               

              Governing
      Law                                                                                                

            	
              31

            


    

     

    
 

    


     

    


     

    
      	
              APPENDIX
      A

            	
              ADDENDUM
      TO SECTION 3.7

            
	 
      	 
      
	
              APPENDIX
      B

            	
              DISTRIBUTIONS
      FOR PARTICIPANTS TERMINATED DURING 2005

            
	 
      	 
      
	
              APPENDIX
      C

            	
              GREAT
      PLAINS ENERGY INCORPORATED FROZEN

              SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

            
	 
      	 
      


    

    


    


    


    


    ii

      
        

      

    

    
 

    


     

    ARTICLE
I

     

    DEFINITIONS

     

    1.1           Definitions.  For
purposes of this Plan, the following terms have the following
meanings:

     

    "Active Participant" means,
with respect to a Plan Year, any employee of the Company (i) who is an officer
of the Company, or (ii) who is an assistant officer of the Company and
designated by the Board to be an Active Participant.

     

    "Basic Plan" means the Great
Plains Energy Incorporated Management Pension Plan, as
amended.  Except as otherwise provided in this Plan, the following
terms will have the same meaning as in the Basic Plan:

     

    
      	
               
      

            	
              ·

            	
              Actuarial
      Equivalent

            


    

     

    
      	
               
      

            	
              ·

            	
              Base
      Compensation

            


    

     

    
      	
               
      

            	
              ·

            	
              Early
      Retirement Date

            


    

     

    
      	
               
      

            	
              ·

            	
              Normal
      Retirement Date

            


    

     

    
      	
               
      

            	
              ·

            	
              Plan
      Year

            


    

     

    
      	
               
      

            	
              ·

            	
              Single
      Life Pension

            


    

     

    
      	
               
      

            	
              ·

            	
              Years
      of Credited Service

            


    

     

    "Board" means the Board of
Directors of Great Plains Energy Incorporated.

     

    "Code" means the Internal
Revenue Code of 1986, as amended.

     

    "Committee" means the
Compensation and Development Committee (or successor to such Committee) of the
Board.

     

    "Company" means Great Plains
Energy Incorporated or its successor and any wholly-owned subsidiary that has
adopted, and whose employees participate in, the Basic Plan;

    
 

     

      
        

      

    

    
 

    provided,
however, that for purposes of Section 6.4, "Company" shall mean Great Plains
Energy Incorporated or its successor.

     

    "Converted Participant" means a
Participant who was hired by the Company before September 1, 2007 and elected in
2007 to receive a reduced future rate of benefit accrual under the Basic
Plan.

     

    "Frozen SERP" means the Great
Plains Energy Incorporated Frozen Supplemental Executive Retirement Plan
attached hereto as Appendix C.

     

    "Original Plan" means the
Kansas City Power & Light Supplemental Executive Retirement and Deferred
Compensation Plan effective November 2, 1993.

     

    "Participant" means an
individual who is or has been an Active Participant and who has not received his
entire benefit under this Plan.  A Participant can be a Converted
Participant, a Post-2007 Participant or a Stationary
Participant.  Individuals who were continuing to accrue a benefit
under the Frozen SERP as of December 31, 2004 are also Participants in this
Plan.

     

    "Plan" means this Great Plains
Energy Incorporated Supplemental Executive Retirement Plan (as Amended and
Restated for I.R.C. § 409A).

     

    "Post-2007 Participant" means a
Participant that is hired by the Company on or after September 1,
2007.

     

    "Separation from Service" or "Separates from Service" means
a Participant's death, retirement or other termination of employment with the
Company.  A Separation from Service will not occur if a Participant is
on military leave, sick leave or other bona fide leave of absence (such as
temporary employment by the government) if the period of such leave does not
exceed six months, or if longer, as long as the Participant has a right (either
by contract or by

    
 

     2

      
        

      

    

    
 

    statute)
to reemployment with the Company.  "Separation from Service" will be
interpreted in a manner consistent with Code Section
409A(a)(2)(A)(i).

     

    "Specified Employee" means a
Participant that would be a "specified employee" as defined in Code Section
409A(a)(2)(B)(i) and Department of Treasury regulations and other interpretive
guidance issued thereunder.  Effective January 1, 2008, for purposes
of this definition, the "specified employee effective date" and the "specified
employee identification date" for purposes of identifying each Specified
Employee are established and memorialized in the Company's "I.R.C. § 409A
Specified Employee Policy" as the same may be modified from time to time in
accordance with the rules and regulations of Code Section 409A.

     

    "Stationary Participant" means
a Participant who was hired by the Company before September 1, 2007 and elected
in 2007 to maintain his current level of benefits under the Basic
Plan.

     

    "Surviving Spouse" means a
Participant's surviving spouse who is eligible to receive a surviving spouse's
benefit under the Basic Plan.

     

    "Years of Benefit Service"
means, except as otherwise provided in Sections 3.4 and 3.7, the sum
of:

     

    (i)           the
Years of Credited Service (including fractions thereof) an Active Participant is
credited with under the Basic Plan except that any Years of Credited Service
incurred after a Participant ceases to be an Active Participant due to the
Participant having ceased to remain an officer or assistant officer of the
Company will not be counted under this Plan unless such Participant again
becomes an Active Participant; and

     

     

    
3

    
      

    

    


    (ii)           where
a Participant receives benefits under the Company's Long-Term Disability Plan
for a period of time but returns as an Active Participant before his Normal
Retirement Date, the Years of Credited Service the Participant would have
incurred under the Basic Plan had he been an Active Participant and been working
on a full-time basis during such period of disability.

     

    For
example and for illustration purposes only, assume (1) an individual has been
employed by the Company for fifteen years and, in the sixteenth year of the
individual's employment, the individual becomes an officer of the Company, (2)
the individual works for an additional five years as an officer of the Company,
and (3) the individual ceases to be an officer (or an assistant officer) of the
Company and works for an additional five years.  For purposes of this
Plan, the individual will have 20 Years of Benefit Service.

     

    1.2           General Interpretive
Principles.  (a) Words in the singular include the plural and
vice versa, and words of one gender include the other gender, in each case, as
the context requires; (b) references to Sections are references to the Sections
of this Plan unless otherwise specified; (c) the word "including" and words of
similar import when used in this Plan mean "including, without limitation,"
unless otherwise specified; and (d) any reference to any U.S. federal, state, or
local statute or law will be deemed to also refer to all amendments or successor
provisions thereto, as well as all rules and regulations promulgated under such
statute or law, unless the context otherwise requires.

     

    ARTICLE
II

     

    ELIGIBILITY FOR
BENEFITS

     

    2.1           Except
as provided in Section 2.2, each Participant will receive a supplemental
retirement benefit in accordance with the terms of this Plan.

    
 

     4

      
        

      

    

    
 

    2.2           Notwithstanding
any provision of this Plan to the contrary,

     

    (a)           this
Plan will not affect the rights and benefits of any person who was not an
employee of the Company on or after April 1, 2000, as such person's rights and
benefits, if any, or the rights and benefits of such person's  spouse
or beneficiaries will be governed by the Original Plan; and

     

    (b)           this
Plan will not affect the rights and benefits of any person who was an employee
on or after April 1, 2000 but not an employee after December 31, 2004, as such
person's rights and benefits, if any, or the rights and benefits of such
person's spouse or beneficiaries will be governed by the Frozen
SERP.

     

     

    ARTICLE
III

     

    AMOUNT AND FORM OF
RETIREMENT BENEFITS

     

    3.1           Normal
Retirement.  A Participant's monthly supplemental retirement
benefit payable under the Plan as a Single Life Pension at the Participant's
Normal Retirement Date will depend on whether the Participant is a "Stationary
Participant," a "Converted Participant" or a "Post-2007
Participant."

     

    3.1.1           Normal Retirement –
Stationary Participant.  A Stationary Participant's monthly
supplemental retirement benefit payable under the Plan as a Single Life Pension
at the Stationary Participant's Normal Retirement Date will be equal to (1) the
sum of two portions, the first of which is described in Paragraph (a) and the
second of which is described in Paragraph (b) of this Section 3.1.1 reduced by
(2) the amount determined in Paragraph (c) of this Section 3.1.1.

     

     

     

     

    5


    
      

    

    


     

    (a)           The
first of those portions will make up for the difference between an accrual rate
of 2% and an accrual rate of 1 2/3% under the Basic Plan for each of the
Stationary Participant's Years of Benefit Service.

     

    (b)           The
second portion will make up for the benefit otherwise lost to the Stationary
Participant under the Basic Plan (assuming for this purpose that the Basic Plan
benefit is based on an accrual rate of 2% rather than 1 2/3%) due
to:

     

    (i)           compensation
deferred under the Great Plains Energy Incorporated Nonqualified Deferred
Compensation Plan (as Amended and Restated for I.R.C. § 409A), the Frozen NQDC
Plan, or under Section VI of the Original Plan,

     

    (ii)           any
amounts disregarded under the Basic Plan pursuant to the provisions of Code
Sections 401(a)(17), 415, or similar provisions restricting the amount of
compensation or benefits that may be considered under plans qualified pursuant
to Code Section 401(a), and

     

    (iii)           any
forfeiture of benefits under the Basic Plan due to lack of vesting, but only in
the event that the forfeiture of benefit under the Basic Plan due to the lack of
vesting is not otherwise paid to the Stationary Participant under Subparagraph
(a)(iii) of Section 3 of the Change in Control Severance Agreement (or any
equivalent provision in a successor document) entered into by the Company and
the Stationary Participant.

     

    (c)           The
sum of the amount determined in (a) and (b) will be reduced by the amount of the
Stationary Participant's monthly supplemental retirement benefit he or she is
entitled to receive under the Frozen SERP, payable under the Frozen SERP as a
Single Life Pension at the Participant's Normal Retirement Date.  If a
Stationary Participant was

     

    


     6

      
        

      

    

     

    


    a former
employee of the Company (and an Active Participant in the Plan) and then rehired
by the Company, the sum of the amount determined in (a) and (b) will be further
reduced by any amounts the Stationary Participant received under this Plan in
connection with such Participant's earlier Separation from Service.

     

    3.1.2           Normal Retirement –
Converted Participant.  A Converted Participant's monthly
supplemental retirement benefit payable under the Plan as a Single Life Pension
at the Converted Participant's Normal Retirement Date will be equal to (1) the
sum of two portions, the first of which is described in Paragraph (a) and which
further consists of a "Pre-2008 Benefit" and a "Post-2007 Benefit" and the
second of which is described in Paragraph (b) of this Section 3.1.2, reduced by
(2) the amount determined in Paragraph (c) of this Section 3.1.2.

     

    (a)           The
first of those portions will make up for the difference between the accrual
rates under this Plan (both before and after the Converted Participant elected
to change future benefit accruals under the Basic Plan) and the accrual rate
under the Basic Plan for each of the Converted Participant's Years of Benefit
Service, and for the difference between computations of monthly salary using
computation periods of more than 36 consecutive months rather than of 36
consecutive months.  For all of a Converted Participant's Years of
Benefit Service accrued as of December 31, 2007, this Section 3.1.2(a) will make
up for the difference between an accrual rate of 2% and an accrual rate of
1-2/3% under the Basic Plan (the "Pre-2008 Benefit").  For all of a
Converted Participant's Years of Benefit Service after December 31, 2007, this
Section 3.1.2(a) will make up for the difference between an accrual rate of
1.58% and an accrual rate of 1.25% under the Basic Plan (the "Post-2007
Benefit").

     

    
 

     7

      
        

      

    

     

    


    (b)           The
second portion will make up for the benefit otherwise lost to the Converted
Participant under the Basic Plan (assuming for this purpose that the increased
accrual rates set forth above in determining a Converted Participant's Pre-2008
Benefit and Post-2007 Benefit were the applicable accrual rates under the Basic
Plan during the relevant years) due to:

     

    (i)           compensation
deferred under the Great Plains Energy Incorporated Nonqualified Deferred
Compensation Plan (as Amended and Restated for I.R.C. § 409A), the Frozen NQDC
Plan, or under Section VI of the Original Plan,

     

    (ii)           any
amounts disregarded under the Basic Plan pursuant to the provisions of Code
Sections 401(a)(17), 415, or similar provisions restricting the amount of
compensation or benefits that may be considered under plans qualified pursuant
to Code Section 401(a), and

     

    (iii)           any
forfeiture of benefits under the Basic Plan due to lack of vesting, but only in
the event that the forfeiture of benefit under the Basic Plan due to the lack of
vesting is not otherwise paid to the Converted Participant under Subparagraph
(a)(iii) of Section 3 of the Change in Control Severance Agreement (or any
equivalent provision in a successor document) entered into by the Company and
the Converted Participant.

     

    (c)           The
sum of the amount determined in (a) and (b) will be reduced by the amount of the
Converted Participant's monthly supplemental retirement benefit he or she is
entitled to receive under the Frozen SERP, as if it were paid under the Frozen
SERP as a Single Life Pension at the Converted Participant's Normal Retirement
Date.  If a Converted Participant was a former employee of the Company
(and an Active Participant

     

     

     

    


     8

      
        

      

    

    


    in the
Plan) and then rehired by the Company, the sum of the amount determined in (a)
and (b) will be further reduced by any amounts the Converted Participant
received under this Plan in connection with such Participant's earlier
Separation from Service.

     

    3.1.3           Normal Retirement –
Post-2007 Participant.  A Post-2007 Participant's monthly
supplemental retirement benefit payable under the Plan as a Single Life Pension
at the Post-2007 Participant's Normal Retirement Date will be equal to (1) the
sum of two portions, the first of which is described in Paragraph (a) of this
Section 3.1.3 and the second of which is described in Paragraph (b) of this
Section 3.1.3, reduced by (2) any amount described in Paragraph (c) of this
Section 3.1.3.

     

    (a)           The
first of those portions will make up for the difference between an accrual rate
of 1.58% and an accrual rate of 1.25% under the Basic Plan for each of the
Participant's Years of Benefit Service, and for the difference between
computations of monthly salary using computation periods of more than 36
consecutive months rather than of 36 consecutive months.

     

    (b)           The
second portion will make up for the benefit otherwise lost to the Post-2007
Participant under the Basic Plan (assuming for this purpose that the Basic Plan
benefit is based on an accrual rate of 1.58% rather than 1.25%) due
to:

     

    (i)           compensation
deferred under the Great Plains Energy Incorporated Nonqualified Deferred
Compensation Plan (as Amended and Restated for I.R.C. § 409A),

     

    (ii)           any
amounts disregarded under the Basic Plan pursuant to the provisions of Code
Sections 401(a)(17), 415, or similar provisions restricting the

     

     

     

    


     9

      
        

      

    

    


    amount of
compensation or benefits that may be considered under plans qualified pursuant
to Code Section 401(a), and

     

    (iii)           any
forfeiture of benefits under the Basic Plan due to lack of vesting, but only in
the event that the forfeiture of benefit under the Basic Plan due to the lack of
vesting is not otherwise paid to the Post-2007 Participant under Subparagraph
(a)(iii) of Section 3 of the Change in Control Severance Agreement (or any
equivalent provision in a successor document) entered into by the Company and
the Post-2007 Participant.

     

    (c)           If
a Post-2007 Participant was a former employee of the Company (and an Active
Participant in the Plan) and then rehired by the Company, the sum of the amount
determined in (a) and (b) will be further reduced by any amounts the Post-2007
Participant received under this Plan in connection with such Participant's
earlier Separation from Service.

     

    3.2           Benefits Payable Prior to
Normal Retirement Date.

     

    3.2.1           Stationary
Participant.  In the event a Stationary Participant terminates
employment with the Company before reaching his Normal Retirement Date, the
monthly supplemental retirement benefit payable under the Plan will be
determined by computing the monthly retirement benefit necessary to make up for
the difference in accrual rates described in Paragraph 3.1.1(a), for the benefit
otherwise lost to the Stationary Participant due to the factors described in
Paragraph 3.1.1(b), and, for the difference between computations of monthly
salary using computation periods of more than 36 consecutive months rather than
of 36 consecutive months, reduced to reflect the Frozen SERP benefit described
in Paragraph 3.1.1(c), and then, if the Stationary Participant is receiving
his

     

     

     

     

    


     10

      
        

      

    

    


    supplemental
retirement benefit prior to the first day of the month next following his or her
62nd birthday, further reduced to reflect the early payment of the benefit and
the Participant's younger age in the same circumstances and to the same extent
as the Single Life Pension under the Basic Plan would be reduced to reflect
these factors if the benefit under the Basic Plan were paid at the same time as
the payment under this Plan.  Effective December 8, 2009 and solely
for the purpose of calculating and applying the early retirement reduction
factors in this Section, all benefits shall be deemed to commence on the first
day of the month next following the date the benefits actually
commence.  The result of the above calculation is that subparagraph
(a), (b) or (c), below, whichever is applicable, will apply:

     

    (a)           There
will be no early retirement reduction factor applied to the retirement benefit
of a Stationary Participant who has satisfied all of the requirements set forth
in the Basic Plan for the Rule of 85 early retirement benefit.

     

    (b)           The
Basic Plan's early retirement reduction factor of .25% per month for each month
such benefit commences before the first day of the month next following the
Stationary Participant's 62nd birthday, will apply to the retirement benefit of
a Stationary Participant who does not satisfy all of the requirements set forth
in the Basic Plan for the Rule of 85 early retirement benefit, and (A) whose
employment with the Company terminates on or after the first day of the month in
which his or her 55th birthday falls and before the first day of the month next
following his or her 62nd birthday, or (B) whose employment with the Company
terminates on or after his or her 50th birthday and before the first day of the
month in which his or her 55th birthday falls but whose benefit under this Plan
will not commence until on or after the first day of the month in which his
or

     

    


     

     11

      
        

      

    

     

    


    her 55th
birthday falls, (disregarding for the purposes of this clause (B) any delay in
benefit commencement under Section 4.2(c)).

     

    (c)           No
early retirement subsidy of any kind shall apply to:

     

    (i)           a
Stationary Participant who terminates employment with the Company before his or
her 50th birthday; or

     

    (ii)           a
Stationary Participant who (A) terminates employment with the Company before the
first day of the month in which his or her 55th birthday falls, (B) receives or
begins receiving his or her benefit under this Plan before the first day of the
month in which his or her 55th birthday falls (or would have received or begun
to receive his or her benefit under this Plan before the first day of the month
in which his or her 55th birthday falls but for the delay in benefit
commencement under Section 4.2(c)), and (C) does not satisfy all of the
requirements set forth in the Basic Plan for the Rule of 85 early retirement
benefit.

     

    3.2.2           Converted
Participant.  In the event a Converted Participant terminates
employment with the Company before reaching his or her Normal Retirement Date,
the monthly supplemental retirement benefit payable under the Plan will be
determined by computing the monthly retirement benefit necessary to make up for
the difference in accrual rates described in Paragraph 3.1.2(a), for the benefit
otherwise lost to the Participant due to the factors described in Paragraph
3.1.2(b), and for the difference between computations of monthly salary using
computation periods of more than 36 consecutive months rather than of 36
consecutive months, reduced to reflect the Frozen SERP benefit described in
Paragraph 3.1.2(c), and then, if the Converted Participant is

     

     

    


     12

      
        

      

    

    


    receiving
his supplemental retirement benefit prior to the first day of the month next
following his or her 62nd birthday, further reduced to reflect the early payment
of the benefit and the Converted Participant's younger age in the same
circumstances and to the same extent as the Single Life Pension under the Basic
Plan would be reduced to reflect these factors if the benefit under the Basic
Plan were paid at the same time as the payment under this
Plan.  Effective December 8, 2009 and solely for the purpose of
calculating and applying the early retirement reduction factors in this Section,
all benefits shall be deemed to commence on the first day of the month next
following the date the benefits actually commence.  The result of the
above calculation is that subparagraph (a)(i), (ii) or (iii) below, whichever is
applicable, will apply to the Converted Participant's Pre-2008 Benefit and that
subparagraph (b)(i) or (ii) below, whichever is applicable, will apply to the
Converted Participant's Post-2007 Benefit:

     

    (a)           The
Converted Participant's Pre-2008 Benefit will be subject to (i), (ii) or (iii)
below:

     

    (i)           There
will be no early retirement reduction factor applied to a Converted
Participant's Pre-2008 Benefit who has satisfied all of the requirements set
forth in the Basic Plan for the Rule of 85 early retirement
benefit.

     

    (ii)           The
Basic Plan's early retirement reduction factor of .25% per month for each month
such benefit commences before the first day of the month next following the
Converted Participant's 62nd birthday will apply to a Converted Participant's
Pre-2008 Benefit who does not satisfy all of the requirements set forth in the
Basic Plan for the Rule of 85 early retirement benefit, and (A) whose employment
with the Company terminates on or after the

     

     

    
 

     13

      
        

      

    

    


    first day
of the month in which his or her 55th birthday falls and before the first day of
the month next following his or her 62nd birthday, or (B) whose employment with
the Company terminates on or after his or her 50th birthday and before the first
day of the month in which his or her 55th birthday falls but whose benefit under
this Plan will not commence until on or after the first day of the month in
which his or her 55th birthday falls and before the first day of the month next
following his or her 62nd birthday, disregarding for this purpose any delay in
benefit commencement under Section 4.2(c).

     

    (iii)           No
early retirement subsidy of any kind shall apply to the Pre-2008 Benefit
of:

     

    (A)           a
Converted Participant who terminates employment with the Company before his or
her 50th birthday; or

     

    (B)           a
Converted Participant who (I) terminates employment with the Company before the
first day of the month in which his or her 55th birthday falls, (II) receives or
begins receiving his or her benefit under this Plan before the first day of the
month in which his or her 55th birthday falls (or would have received or begun
to receive his or her benefit under this Plan before the first day of the month
in which his or her 55th birthday falls but for the delay in benefit
commencement under Section 4.2(c)), and (III) does not satisfy all of the
requirements set forth in the Basic Plan for the Rule of 85 early retirement
benefit.

     

     

    


     14

      
        

      

    

    


    (b)           The
Converted Participant's Post-2007 Benefit will be subject to (i) or (ii)
below:

     

    (i)           The
Basic Plan's early retirement reduction factor of .41666% per month will apply
to the Post-2007 Benefit of a Converted Participant (A) whose employment with
the Company terminates on or after the first day of the month in which his or
her 55th birthday falls and before the first day of the month next following his
or her 62nd birthday, or (B) whose employment with the Company terminates on or
after his or her 50th birthday and before the first day of the month in which
his or her 55th birthday falls but whose benefit under this Plan will not
commence until on or after the first day of the month in which his or her 55th
birthday falls and before the first day of the month next following his or her
62nd birthday, disregarding for this purpose any delay in benefit commencement
under Section 4.2(c).

     

    (ii)           No
early retirement subsidy of any kind shall apply to the Post-2007 Benefit
of:

     

    (A)           a
Converted Participant who terminates employment with the Company before his or
her 50th birthday; or

     

    (B)           a
Converted Participant who (I) terminates employment with the Company before the
first day of the month in which his or her 55th birthday falls, and (II)
receives or begins receiving his or her benefit under this Plan before the first
day of the month in which his or her 55th birthday falls (or would have received
or begun to receive his or her benefit under this Plan before the
first

     

     

     

    


     15

      
        

      

    

    


    day of
the month in which his or her 55th birthday falls but for the delay in benefit
commencement under Section 4.2(c)).

     

    3.2.3           Post-2007
Participant.  In the event a Post-2007 Participant terminates
employment with the Company before reaching his Normal Retirement Date, the
monthly supplemental retirement benefit payable under the Plan will be
determined by computing the monthly retirement benefit necessary to make up for
the difference in accrual rates described in Paragraph 3.1.3(a), for the benefit
otherwise lost to the Post 2007 Participant due to the factors described in
Paragraph 3.1.3(b), and for the difference between computations of monthly
salary using computation periods of more than 36 consecutive months rather than
of 36 consecutive months, and, if the Post-2007 Participant's benefit commences
before the first day of the month next following the Participant's 62nd
birthday, reduced to reflect the early payment of the benefit and the Post-2007
Participant's younger age in the manner set forth below in subparagraphs (a) and
(b) below.  Effective December 8, 2009 and solely for the purpose of
calculating and applying the early retirement reduction factors in this Section,
all benefits shall be deemed to commence on the first day of the month next
following the date the benefits actually commence.

     

    (a)           The
Basic Plan's early retirement reduction factor of .41666% per month for each
month such benefit commences before the first day of the month next following
the month in which the Post-2007 Participant's 62nd birthday will apply to
either (A) a Post-2007 Participant's benefit whose employment with the Company
terminates on or after the first day of the month in which his or her 55th
birthday falls and before the first day of the month next following his or her
62nd birthday or (B) a Post-2007 Participant's

     

     

     

    


     16

      
        

      

    

    


    benefit
whose employment with the Company terminates on or after his or her 50th
birthday and before the first day of the month in which his or her 55th birthday
falls but whose benefit under this Plan will not commence until on or after the
first day of the month in which his or her 55th birthday falls and before the
first day of the month next following his or her 62nd birthday, disregarding for
this purpose any delay in benefit commencement under Section
4.2(c).

     

    (b)           No
early retirement subsidy of any kind shall apply to:

     

    (i)           a
Post-2007 Participant who terminates employment with the Company before his or
her 50th birthday; or

     

    (ii)           a
Post-2007 Participant who (A) terminates employment with the Company before the
first day of the month in which his or her 55th birthday falls, and (B) receives
or begins receiving his or her benefit under this Plan before the first day of
the month in which his or her 55th birthday falls (or would have received or
begun to receive his or her benefit under this Plan before the first day of the
month in which his or her 55th birthday falls but for the delay in benefit
commencement under Section 4.2(c)).

     

    3.3           Delayed
Retirement.  The benefit payable under this Plan to any
Participant who remains employed by the Company after his or her Normal
Retirement Date shall be determined as follows:

     

    (a)           For
a Participant who elects for benefits under this Plan to commence upon the
Participant's Separation from Service, such Participant's benefit under this
Plan will be the Participant's benefit calculated in the same manner as the
benefit determined under Section 3.1, but as of his or her Separation from
Service rather than Normal

     

     

    


     17

      
        

      

    

    


    Retirement
Date and without any actuarial adjustment for any delay in benefit commencement
from such Normal Retirement Date.

     

    (b)           For
a Participant who elected for benefits under this Plan to commence upon (x) his
or her Normal Retirement Date or (y) the earlier of the Participant's Separation
from Service or Normal Retirement Date:

     

    (i)           such
benefit shall be payable on and calculated as of the Participant's Normal
Retirement Date without any adjustment for additional Years of Credited Service
or changes in compensation after his or her Normal Retirement Date;
and

     

    (ii)           upon
such Participant's subsequent Separation from Service, he or she shall receive
an additional benefit (payable in the identical manner as the benefit payable
upon the Participant's Normal Retirement Date) equal to (A) the benefit he or
she would have received under Section 3.3(a) if his or her sole benefit under
this Plan had been calculated as of and payable upon the Participant's
Separation from Service, reduced by (B) the actuarial equivalent of the benefit
such Participant received or is receiving pursuant to Section
3.3(b)(i).

     

    3.4           Disability
Benefit.  A Participant who Separates from Service due to a
total disability for which the Participant is eligible to receive benefits under
the Company's Long-Term Disability Plan and who is not otherwise eligible for
benefits under this Plan on account of returning to status as an Active
Participant will be eligible for a supplemental retirement
benefit.  The supplemental retirement benefit will commence on the
Participant's Normal Retirement Date and the amount of benefit will be
determined either in accordance with Section 3.1.1, 3.1.2 or 3.1.3 (as the case
may be depending on whether the Participant was a Stationary Participant,
a

     

    


     18

      
        

      

    

    


    Converted
Participant or Post-2007 Participant, respectively, at the time of the
Participant's Separation from Service on account of Disability) except that his
or her Years of Benefit Service will include the period from the date of
Disability to the Participant's Normal Retirement Date.  With respect
to a Stationary Participant, in no event will Years of Credited Service or Years
of Benefit Service in excess of 30 be considered.

     

    3.5           Form of
Payment.  The Participant may elect the form in which benefits
under the Plan are to be paid from the forms set forth in this Section, the
value of each of which will be the Actuarial Equivalent of the value of each of
the others.  Except as provided in Section 4.1, payment will be made,
in the case of a lump sum payment, or will begin, in the case of a pension, in
accordance with the Participant's election made as provided in Section
3.6.

     

    (a)           Lump Sum
Payment.  This form provides the Participant with a one-time,
single sum payment of the Participant's entire benefit under the
Plan.  Notwithstanding that the Basic Plan does not provide for lump
sum benefits to Converted Participants or Post-2007 Participants, the Actuarial
Equivalent lump-sum benefit of a Converted Participant or Post-2007 Participant
under this Plan shall be determined by applying the same principles that would
be applied in determining the Actuarial Equivalent lump sum benefits to a
similarly situated Stationary Participant.

     

    (b)           Installment Annuity
Payments.  This form provides the Participant with a series of
installment payments over the life of the Participant or, if elected by a
Participant, the joint lives of the Participant and his spouse.  To
the full extent that each of the below forms of annuity payments constitutes a
"life annuity" as defined in Treasury Regulations § 1.409A-2(b)(2)(ii), a
participant's change in designated beneficiary or a change in the form of
payment from one type of life annuity to another

     

     

     

    


     19

      
        

      

    

    


    will not
be considered a change in the time and form of payment provided that any such
change is made before any annuity payment has commenced and provided further
that the annuities are Actuarially Equivalent applying reasonable actuarial
methods and assumptions.  The forms of annuity payments are as
follows:

     

    (i)           Single Life
Pension.  A Single Life Pension pays the Participant a monthly
pension only for as long as the Participant lives.

     

    (ii)           Single Life Pension with 60
Months Guaranteed.  A Single Life Pension with 60 Months
Guaranteed pays a monthly benefit for as long as the Participant
lives.  If the Participant dies before receiving 60 monthly payments,
the Participant's beneficiary receives them for the remainder of the 60 months
that were guaranteed.

     

    (iii)           Single Life Pension with 120
Months Guaranteed.  A Single Life Pension with 120 Months
Guaranteed pays the Participant a monthly benefit for as long as the Participant
lives.  If the Participant dies before receiving 120 monthly payments,
the Participant's beneficiary receives them for the remainder of the 120 months
that were guaranteed.

     

    (iv)           100%, 75%, 50% and 25% Joint
Pensions.  A 100%, 75%, 50% or 25% Joint Pension pays the
Participant a monthly benefit for as long as the Participant
lives.  If the Participant's spouse is living when the Participant
dies, he or she receives a monthly pension equal to 100%, 75%, 50% or 25%,
respectively, of the monthly pension the Participant received, for as long as he
or she lives.  If the Participant is not married as of the date the
Participant's pension commences, it will be paid to the Participant as a Single
Life Pension.  The term

    


     

     

     20

      
        

      

    

     

    


    "spouse,"
as used in this form, means the person to whom the Participant is married on the
date the Participant's pension commences.

     

    3.6           Election of Form and
Timing.

     

    (a)           Existing
Election.  Unless otherwise amended under Section 3.6(c) below,
an Active Participant's existing election on January 1, 2005 relating to both
timing and form of payment will continue to apply under this Plan.

     

    (b)           Initial
Election.  A new Active Participant in the Plan must, within 30
days of the date he or she becomes a Participant, elect the form his benefit
under the Plan will be paid, and whether, subject to Section 4.2, payment is to
commence upon:

     

    (i)           The
Participant's Separation from Service;

     

    (ii)           The
Participant's Normal Retirement Date;

     

    (iii)           A
designated anniversary of the Participant's Separation from
Service;

     

    (iv)           The
later of the Participant's Separation from Service or a designated age;
or

     

    (v)           The
earlier of the Participant's Separation from Service or the Participant's Normal
Retirement Date.

     

    (c)           Section 409A Transition
Election.  During 2008, all Active Participants will be
provided the opportunity to amend their existing election as to both when
benefits under the Plan will be made or commence and the form that payments
under the Plan will be made.  In no event may an election in 2008 be
effective to the extent such election (i) postpones the payment(s) of benefits
that otherwise could have commenced in 2008, (ii)

     

     

    


     21

      
        

      

    

    


    accelerates
into 2008 the payment(s) of benefits that otherwise would have been paid in 2009
or beyond.

     

    (d)           Elections for Converted
Participants.  A Converted Participant's election applies for
both the Pre-2008  Benefit and any Post 2008 Benefit.

     

    3.7           Years of Benefit Service for
Certain Participants.  Notwithstanding any provision of this
Plan to the contrary, those individuals listed on Appendix A to this Plan will
be credited with twice the number of Years of Benefit Service under this Plan
for each Year of Credited Service (including fractions thereof) during which
that person is an Active Participant.  For illustration purposes only,
if such an individual accrues 2.5 Years of Credited Service under the Basic
Plan, such individual will be credited with 5 Years of Benefit Service under
this Plan.  However, to the extent an individual listed on Appendix A
is a Stationary Participant, in no event will the number of Years of Benefit
Service taken into account under this Plan exceed 30.

     

    3.8           Coordination of Benefits
Between Plan and Frozen SERP.  Notwithstanding anything else
herein to the contrary, to the extent that a Participant's aggregate SERP
benefit under this Plan and the Frozen Plan equals or is less than such
Participant's accrued Frozen SERP benefit as of December 31, 2004, none of the
Participant's benefit will be subject to Code Section 409A and all of such
benefit shall be paid under the Frozen SERP.  In addition, nothing in
this Plan or the Frozen SERP shall be interpreted as providing a minimum level
of benefit to a Participant.  Accordingly, to the extent that a
Participant's aggregate SERP benefit under this Plan and the Frozen Plan is less
than such Participant's accrued Frozen SERP benefit as of December 31, 2004, the
Participant shall only be entitled to receive such lesser
benefit.  There is to be no duplication of benefits under the Frozen
SERP and this Plan.

     

     

    


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    ARTICLE
IV

     

    PAYMENT
OF RETIREMENT BENEFITS

     

    4.1           Form of
Payment.

     

    (a)           Notwithstanding
anything else in the Plan to the contrary, including a Participant's benefit
election, if a Participant Separates from Service before the Participant attains
age 50, the Participant's supplemental retirement benefit payable in accordance
with Article III will be made in a lump sum payment.

     

    (b)           For
Participants who Separate from Service after age 50, the supplemental retirement
benefits payable in accordance with Article III will commence in the form
elected by the Participant in his election form as provided in Section
3.6.  In the event no valid election has been made, a Participant's
supplemental retirement benefits will be paid in the form of a Single Life
Pension commencing within 90 days following the Participant's Separation from
Service.

     

    4.2           Timing of Payment of
Retirement Benefits.

     

    (a)           Retirement
Benefits.  Notwithstanding anything else in the Plan to the
contrary except if the Participant is a Specified Employee (in which case the
payment will be delayed as provided below in Section 4.2(c)), including a
Participant's benefit election, if a Participant Separates from Service before
the Participant attains age 50, the Participant's lump sum supplemental
retirement benefit payable in accordance with Article III will be made within 90
days following the Participant's Separation from
Service.    All other Participant's benefits under this Plan
will commence at the time specified on the Participant's election.  In
the event no election has been timely made, a Participant's
retirement benefits will commence within 90 days following his Separation from
Service.

    


     

     23

      
        

      

    

     

    


    (b)           Disability
Benefits.  All benefits that a Participant is entitled to receive
under this Plan due to the Participant having Separated from Service on account
of a total disability will commence on the Participant's Normal Retirement Date
and will be paid in the form elected by the Participant.

     

    (c)           Delay for Specified
Employees.  Notwithstanding any other provision of the Plan to
the contrary, with respect to any payment (i) to be made to a Participant who is
a Specified Employee and (ii) that is made on account of the Specified
Employee's Separation from Service (other than on account of the Participant's
death or where such payment is otherwise payable more than six months after such
Separation from Service (e.g., on the first anniversary of the Specified
Employee's Separation from Service)), that payment must not be made (in the case
of a lump sum payment) or must not commence (in the case of a series of
installment payments) until the first business day of the 7th month following
the month in which the Specified Employee Separates from Service.  If
benefits are delayed pursuant to this Section 4.2(c), then the amount of any
such benefit shall be calculated as of the date of the Specified Employee's
Separation from Service and,

     

    (i)           if
the Participant elected to receive installment payments, on such first business
day of the 7th month the first installment payment will include a catch-up
payment equal to the sum of the amount of benefits that would have been paid
during such six (6) month period but for the provisions of this Section 4.2(c)
along with interest determined as set forth in Section 4.2(c)(iii) below on
each such
installment payment held in arrears during such six-month period based on the
period of time from the date such installment payment would have
been

    


     

     

     24

      
        

      

    

    


    made to
the first business day of the 7th month, and each remaining installment payment
will be paid according to the terms of the Plan and the Participant's payment
election; or

     

    (ii)           if
the Participant elected to receive a lump sum payment, such payment will be made
on the first business day of the 7th month along with interest determined as set
forth in Section 4.2(c)(iii) below for the six-month period such lump sum is
delayed pursuant to this Section 4.2(c); and

     

    (iii)           the
interest to be credited to a Participant's delayed payment(s) under this Section
4.2(c) shall be determined using the "First Segment Rate" (within the meaning of
Section 430(h)(2)(C)(i) of the Code) in effect on the date of the Participant's
Separation from Service.

     

    (d)           Surviving Spouse
Benefit.  If a Participant dies before supplemental retirement
benefit payments commence under the Plan, the surviving spouse's benefit
provided under Section 5.1 shall be paid within 90 days following the
Participant's death.

     

    ARTICLE
V

     

    DEATH
BENEFITS

     

    5.1           Payment to Surviving
Spouse.  If a Participant dies before supplemental retirement
benefit payments commence under this Plan, the Participant's Surviving Spouse
will receive a lump-sum payment equal to the Actuarial Equivalent of the
pre-retirement survivor annuity payable under this Plan.  For purposes
of calculating the lump-sum value, the amount of the pre-retirement survivor
annuity payable under this Plan will be equal to the amount of the qualified
pre-retirement survivor annuity determined under the Basic Plan, but calculated
by substituting the amount of the Participant's supplemental retirement benefit
determined under

    


     

     25

      
        

      

    

     

    


    Article
III (based on whether the Participant was a Stationary Participant, Converted
Participant or a Post-2007 Participant) for the amount of the Participant's
benefit under the Basic Plan.

     

    5.2           Form and Timing of Payment
to Surviving Spouse.  A Surviving Spouse's benefit under
Section 5.1 will be payable in a lump sum within 90 days following the
Participant's death.

     

    5.3           Frozen Plan
Offset.  For the avoidance of doubt, any death benefit the
Participant's Surviving Spouse is eligible to receive under this Article V will
be reduced by the death benefit, if any, the Participant's Surviving Spouse is
eligible to receive under the Frozen SERP.

     

    ARTICLE
VI

     

    MISCELLANEOUS

     

    6.1           Plan Amendment and
Termination  The Board of Directors may, in its sole
discretion, terminate, suspend, or amend this Plan at any time or from
time-to-time, in whole or in part.  However, no amendment or
suspension of the Plan may affect a Participant's right or the right of a
Surviving Spouse to benefits accrued up to the date of any amendment or
termination, payable at least as quickly as is consistent with the Participant's
election made as provided in Section 3.6, nor will any amendment that
inadvertently results in any Participant becoming liable for any excise tax
imposed under Code Section 409A be effective.  In the event the Plan
is terminated, the Committee will continue to administer the Plan until all
amounts accrued have been paid.  In no event may the termination of
the Plan result in the distributions of benefits under the Plan unless the
distribution on account of Plan termination would otherwise be permissible under
Code Section 409A.

     

    6.2           No Right to
Employment.  Nothing contained herein will confer upon any
Participant the right to be retained in the service of the Company, nor may it
interfere with the

    


     

     26

      
        

      

    

     

    


    right of
the Company to discharge or otherwise deal with Participants without regard to
the existence of this Plan.

     

    6.3           No Administrator
Liability.  Neither the Committee nor any member of the Board
nor any officer or employee of the Company may be liable to any person for any
action taken or omitted in connection with the administration of the Plan unless
attributable to his own fraud or willful misconduct; nor may the Company be
liable to any person for any such action unless attributable to fraud or willful
misconduct on the part of a director, officer or employee of the
Company.

     

    6.4           Unfunded
Plan.  This Plan is unfunded, and constitutes a mere promise by
the Company to make benefit payments in the future.  The right of any
Participant or Surviving Spouse to receive a distribution under this Plan will
be an unsecured claim against the general assets of the Company.  The
Company may choose to establish a separate trust (the "Trust"), and to
contribute to the Trust from time to time assets that will be held therein,
subject to the claims of the Company's creditors in the event of the Company's
insolvency, until paid to Plan Participants and Surviving Spouses in such manner
and at such times as specified in the Plan.  It is the intention of
the Company that such Trust, if established, will constitute an unfunded
arrangement, and will not affect the status of the Plan as an unfunded Plan for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended.  The Trustee of the Trust may invest the Trust assets, unless
the Committee, in its sole discretion, chooses either to instruct the Trustee as
to the investment of Trust assets or to appoint one or more investment managers
to do so.

     

     

    


     27

      
        

      

    

    


    6.5           Nontransferability.  To
the maximum extent permitted by law, no benefit under the Plan may be assignable
or subject in any manner to alienation, sale, transfer, claims of creditors,
pledge, attachment, or encumbrances of any kind.

     

    6.6           I.R.C. §
409A.  This Plan is intended to meet the requirements of
Section 409A of the Code and may be administered in a manner that is intended to
meet those requirements and will be construed and interpreted in accordance with
such intent.  All payments hereunder are subject to Section 409A of
the Code and will be paid in a manner that will meet the requirements of Section
409A of the Code, including regulations or other guidance issued with respect
thereto, such that the payment will not be subject to the excise tax applicable
under Section 409A of the Code.  Any provision of this Plan that would
cause the payment to fail to satisfy Section 409A of the Code will be amended
(in a manner that as closely as practicable achieves the original intent of this
Plan) to comply with Section 409A of the Code on a timely basis, which may be
made on a retroactive basis, in accordance with regulations and other guidance
issued under Section 409A of the Code.

     

    6.7           Participant's
Incapacity.  Any amounts payable hereunder to any person under
legal disability or who, in the judgment of the Committee, is unable properly to
manage his financial affairs, may be paid to the legal representative of such
person or may be applied for the benefit of such person in any manner which the
Committee may select.

     

    6.8           Plan
Administrator.  The Plan will be administered by the Committee
or its designee, which may adopt rules and regulations to assist it in the
administration of the Plan.

     

    6.9           Claims
Procedures.  A request for a benefit under this Plan may be
filed with the Chairperson of the Committee or his designee, on a form
prescribed by the Committee.  Such a

     

     

    


     28

      
        

      

    

    


    request,
hereinafter referred to as a "claim," will be deemed filed when the executed
claim form is received by the Chairperson of the Committee or his
designee.

     

    The
Chairperson of the Committee or his designee will decide such a claim within a
reasonable time after it is received.  If a claim is wholly or
partially denied, the claimant will be furnished a written notice setting forth,
in a manner calculated to be understood by the claimant:

     

    (a)           The
specific reason or reasons for the denial;

     

    (b)           A
specific reference to pertinent Plan provisions on which the denial is
based;

     

    (c)           A
description of any additional material or information necessary for the claimant
to perfect the claim, along with an explanation of why such material or
information is necessary; and

     

    (d)           Appropriate
information as to the steps to be taken if the claimant wishes to appeal his
claim, including the period in which the appeal must be filed and the period in
which it will be decided.

     

    The
notice will be furnished to the claimant within 90 days after receipt of the
claim by the Chairperson of the Committee or his designee, unless special
circumstances require an extension of time for processing the
claim.  No extension may be for more than 90 days after the end of the
initial 90-day period.  If an extension of time for processing is
required, written notice of the extension will be furnished to the claimant
before the end of the initial 90-day period.  The extension notice
will indicate the special circumstances requiring an extension of time and the
date by which a final decision will be rendered.

     

    If a
claim is denied, in whole or in part, the claimant may appeal the denial to the
full Committee, upon written notice to the Chairperson thereof.  The
claimant may review documents

     

    


     29

      
        

      

    

    


    pertinent
to the appeal and may submit issues and comments in writing to the
Committee.  No appeal will be considered unless it is received by the
Committee within 90 days after receipt by the claimant of written notification
of denial of the claim.  The Committee will decide the appeal within
60 days after it is received.  However, if special circumstances
require an extension of time for processing, a decision will be rendered as soon
as possible, but not later than 120 days after the appeal is
received.  If such an extension of time for deciding the appeal is
required, written notice of the extension will be furnished to the claimant
prior to the commencement of the extension.  The Committee's decision
will be in writing and will include specific reasons for the decision, written
in a manner calculated to be understood by the claimant, and specific references
to the pertinent Plan provisions upon which the decision is based.

     

    6.10           Deliverables.  Each
Participant will receive a copy of the Plan and, if a Trust is established
pursuant to Section 6.4, the Trust, and the Company will make available for
inspection by any Participant a copy of any rules and regulations used in
administering the Plan.

     

    6.11           Disputes.  If
any contest or dispute arises as to amounts due to a Participant under this
Plan, the Company will reimburse the Participant, on a current basis, all legal
fees and expenses incurred by the Participant in connection with such contest or
dispute; provided, however, that in the event the resolution of any such contest
or dispute includes a finding denying the Participant's claims, the Participant
will be required immediately to reimburse the Company for all sums advanced to
the Participant hereunder.

     

    6.12           Binding
Effect.  This Plan is binding on the Company and will bind with
equal force any successor of the Company, whether by way of purchase, merger,
consolidation or otherwise.

     

    


     30

      
        

      

    

    


    6.13           Severability.  If
a court of competent jurisdiction holds any provision of this Plan to be invalid
or unenforceable, the remaining provisions of the Plan shall continue to be
fully effective.

     

    6.14           Governing
Law.  To the extent not superseded by the laws of the United
States, this Plan will be construed according to the laws of the State of
Missouri.

    


     

    


     

    [The
remainder of this page has intentionally been left blank.]

     

    


    


    


     31

      
        

      

    

    


    This Plan
is hereby amended and restated this eighth day of December, 2009, by a duly
authorized officer of the Company and is except as otherwise indicated,
effective as of January 1, 2005.

     

    
      	 
      	
              GREAT
      PLAINS ENERGY INCORPORATED

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title

            	
              Chairman
      of the Board and Chief Executive Officer

            
	 
      	 
      


    

    


    


    


     32

      
        

      

    

    


    APPENDIX
A

     

    ADDENDUM TO SECTION
3.7

     

    As
referenced and subject to the terms of Section 3.7 of the Plan, the following
individuals will be credited with twice the number of Years of Benefit Service
under this Plan for each Year of Credited Service (including fractions thereof)
during which the person is an Active Participant:

    


    
      	 
      	
              (1)

            	
              Michael
      J. Chesser

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              John
      Marshall

            
	 
      	 
      	 
      


    

    


    


     

     

     A-1

      
        

      

    

    


     

    APPENDIX
B

     

    DISTRIBUTIONS FOR
PARTICIPANTS TERMINATING IN 2005

     

    Notwithstanding
any other provision of this Plan or any election that may have been made by a
Participant to the contrary, if a Participant who Separates from Service in 2005
elected to receive either a one-time, single-sum payment of the Participant's
entire account or an annuity or series of payments, (i) all amounts credited to
the Participant's account before 2005 are to be paid in accordance with such
election, and (ii) all amounts credited to the Participant's account during 2005
will be paid in one-time, single-sum payment in 2005.

    


    


     

    


    


     B-1

      
        

      

    

    


    Appendix
C

    


     

    


     

    


     

    


     

    GREAT
PLAINS ENERGY INCORPORATED

     

    


     

    FROZEN
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     

    


     

    Amended
and Restated November 1, 2000 and Frozen effective December 31,
2004.

     

    


     

     

      
        

      

    

     

    Appendix C

    
 

    TABLE OF
CONTENTS

     

    
      	
              ARTICLE

            	
              PAGE

            
	 
      	 
      


    

     

    
      	
              ARTICLE
      I DEFINITIONS

               

            	
              1

            
	
              1.1

            	
              "Active Participant"

            	
              1

               

            
	
              1.2

            	
              "Basic Plan"

            	
              1

               

            
	
              1.3

            	
              "Board of Directors"

            	
              1

               

            
	
              1.4

            	
              "Committee"

            	
              3

               

            
	
              1.5

            	
              "Company.

            	
              3

               

            
	
              1.6

            	
              "Participant"

            	
              3

               

            
	
              1.7

            	
              "Plan"

            	
              3

               

            
	
              1.8

            	
              "Surviving Spouse"

            	
              3

               

            
	
              1.9

            	
              "Years of Benefit Service"

            	
              3

               

            
	
              ARTICLE
      II ELIGIBILITY FOR
      BENEFITS

            	
              3

               

            
	
              ARTICLE
      III AMOUNT AND FORM OF RETIREMENT
      BENEFITS

            	
              4

               

            
	
              3.1

            	
              Normal Retirement.

            	
              4

               

            
	
              3.2

            	
              Benefits Payable Prior to Normal Retirement Date.
      these factors

            	
              5

               

            
	
              3.3

            	
              Disability Retirement.

            	
              6

               

            
	
              3.4

            	
              Form of Payment.

            	
              6

               

            
	
              3.5

            	
              Election of Form and
      Timing.  .

            	
              7

               

            
	
              3.6

            	
              Chief Executive Officer.

            	
              8

               

            
	
              ARTICLE
      IV PAYMENT OF RETIREMENT
      BENEFITS

            	
              8

               

            
	
              ARTICLE
      V DEATH
    BENEFITS

            	
              8

               

            
	
              ARTICLE
      VI
    MISCELLANEOUS

            	
              9

            


    

    
 

     i

      
        

      

    

    
Appendix
C

     

     

     

    


    GREAT
PLAINS ENERGY INCORPORATED

     

    FROZEN SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

     

     

    PREAMBLE

     

    The
principal objective of this Frozen Supplemental Executive Retirement Plan is to
ensure the payment of a competitive level of retirement income in order to
attract, retain, and motivate selected executives, and to restore benefits
accrued before December 31, 2004 which cannot be paid under the Company's
Qualified Pension Plan due to restrictions on benefits, contributions,
compensation, or the like imposed under that plan.  The Company may,
but is not required to, set aside funds from time to time to provide such
benefits, and such funds may be held in a separate trust established for such
purpose.  This Plan is a successor to the supplemental executive
retirement component of the Company's former Supplemental Executive Retirement
and Deferred Compensation Plan (the "Prior Plan"), which was effective on
November 2, 1993.  It shall be effective as to each Participant on the
date he or she becomes a Participant hereunder; provided, however, that the
benefits of those individuals whose employment with the Company or any of its
affiliates terminated prior to April 1, 2000, shall continue to be governed by
the terms of the Prior Plan, and not the terms of this Plan.  This
Plan superseded the supplemental executive retirement component of the Prior
Plan and all similar non-qualified supplemental executive retirement plans that
were in existence as of November 1, 2000.

     

    Effective
December 31, 2004, this Plan was "frozen" such that (1) no person may become a
Participant under this Plan after December 31, 2004, and (2) no additional
benefits shall accrue under this Plan after December 31, 2004.  All
new participants eligible to participate in the Great Plains Energy Supplemental
Executive Retirement Plan as of January 1, 2005 will participate in the "Great
Plains Energy Incorporated Supplemental Executive Retirement Plan (as
Amended

    


     

      
        

      

    

    Appendix C

    
 

    and
Restated for I.R.C. § 409A), and all accruals after December 31, 2004 will
accrue under such amended and restated Plan.

    


     

    
      
        

      

    

    Appendix
C


     

     

     

    ARTICLE
I

     

    DEFINITIONS

     

    1.1           "Active Participant" means,
with respect to a Plan Year, any employee of the Company (i) who is an officer
appointed by the Board of Directors, or (ii) whose annualized Base Compensation
exceeds the limitation imposed by Internal Revenue Code Section 401(a)(17) and
regulations promulgated thereunder, as adjusted from time to time. For purposes
of determining Years of Benefit Service pursuant to Section 1.10 of this Plan,
an employee shall be deemed to have been an Active Participant with respect to
any Plan Year in which he or she was a Participant for purposes of Sections II,
III, IV, and V of the Prior Plan.  After December 31, 2004, no
employee may become an Active Participant in this Plan.

     

    1.2           "Basic Plan" means the
Great Plains Energy Incorporated Management Pension Plan.  Except as
amended below, the following terms shall have the same meaning as set forth in
the Basic Plan, as amended from time-to-time:

     

    
      	
               
      

            	
              ·

            	
              Actuarial
      Equivalent

            


    

     

    
      	
               
      

            	
              ·

            	
              Base
      Compensation

            


    

     

    
      	
               
      

            	
              ·

            	
              Early
      Retirement Date

            


    

     

    
      	
               
      

            	
              ·

            	
              Normal
      Retirement Date

            


    

     

    
      	
               
      

            	
              ·

            	
              Plan
      Year

            


    

     

    
      	
               
      

            	
              ·

            	
              Single
      Life Pension

            


    

     

    
      	
               
      

            	
              ·

            	
              Years
      of Credited Service

            


    

     

    Notwithstanding
the above, the term "Base Compensation" only includes compensation recognized
through December 31, 2004.

     

    1.3           "Board of Directors" means the
Board of Directors of Great Plains Energy Incorporated.

     

    


     

     

     1

      
        

      

    

    Appendix C

     

    
 

    1.4           "Committee" means the
Nominating & Compensation Committee (or successor to such Committee) of the
Board of Directors.

     

    1.5           "Company" means Great Plains
Energy Incorporated or its successor and any wholly-owned subsidiary that has
adopted, and whose employees participate in, the Basic Plan.

     

    1.6           "Participant" means an
individual who has become an Active Participant and who has not received his or
her entire benefit under this Plan; provided, however, that individuals who were
Participants for purposes of Sections II, III, IV, and V of the Prior Plan as of
April 1, 2000, and whose employment with the Company had not terminated as of
that date, shall be Participants in this Plan on that date.

     

    1.7           "Plan" means this Great Plains
Energy Company Frozen Supplemental Executive Retirement Plan.

     

    1.8           "Surviving Spouse" means a
Participant's surviving spouse who is eligible to receive a surviving spouse's
benefit under the Basic Plan.

     

    1.9           "Years of Benefit Service"
means Years of Credited Service (including fractions thereof) during which an
employee is an Active Participant.  "Years of Benefit Service" shall
include only a Participant's Years of Credited Service recognized through
December 31, 2004.

     

    ARTICLE
II

     

    ELIGIBILITY FOR
BENEFITS

     

    2.1           Except
as provided in Sections 2.2 and 3.4, below, each Participant shall be eligible
to receive a supplemental retirement benefit under this Plan beginning as soon
as is practicable after the Participant terminates employment with the
Company.

     

    2.2           Notwithstanding
any provision of this Plan to the contrary, the terms of this Plan and all
subsequent amendments hereto shall not affect the rights and benefits of any
person who

    


     

     

     

     2

      
        

      

    

    Appendix C

     

    
 

    is not an
employee of the Company on or after April 1, 2000.  The rights and
benefits, if any, of such former employees (or spouses or beneficiaries of said
former employees) shall continue to be governed by the terms of the Prior Plan
as in effect on their date of termination, death, total disability, or
retirement, whichever first shall have occurred.

     

    ARTICLE
III

     

    AMOUNT AND FORM OF
RETIREMENT BENEFITS

     

    3.1           Normal
Retirement.  A Participant's monthly supplemental retirement
benefit payable under the Plan as a Single Life Pension at the Participant's
Normal Retirement Date shall be made up of the sum of two portions, the first of
which is described in Paragraph (a) and the second of which is described in
Paragraph (b) of this Section.

     

    (a)           The
first of those portions shall make up for the difference between an accrual rate
of two percent (2%) and an accrual rate of one and two-thirds percent
(1 2/3%) for each of an Active Participant's Years of Benefit
Service.

     

    (b)           The
second portion shall make up for the benefit otherwise lost to an Active
Participant under the Basic Plan (assuming for this purpose that the Basic Plan
benefit is based on an accrual rate of 2% rather than 1 2/3%) due
to:

     

    (i)           compensation
deferred under the Great Plains Energy Incorporated Nonqualified Deferred
Compensation Plan, or under Section VI of the Prior Plan,

     

    (ii)           any
amounts disregarded under the Basic Plan pursuant to the provisions of Internal
Revenue Code Sections 401(a)(17), 415, or similar provisions restricting the
amount of compensation or benefits that may be considered under plans qualified
pursuant to Internal Revenue Code Section 401(a), and

     

     

    


     3

      
        

      

    

    Appendix C

     

    


    (iii)           any
forfeiture of benefits under the Basic Plan due to lack of vesting, but only to
the extent the forfeiture reduces the amount to be paid under Subparagraph
(b)(1) of Section 3 of the Restated Severance Agreement entered into by the
Company and the Active Participant.

     

    3.2           Benefits Payable Prior to
Normal Retirement Date.  In the event a Participant terminates
employment with the Company before he or she reaches Normal Retirement Date, the
monthly supplemental retirement benefit payable under the Plan shall be
determined by computing the monthly retirement benefit necessary to make up for
the difference in accrual rates described in Section 3.1(a), for the benefit
otherwise lost to the Participant due to the factors described in Paragraph
3.1(b) and (c), and for the difference between computations of monthly salary
using computation periods of more than thirty-six (36) consecutive months rather
than of thirty-six (36) consecutive months, reduced to reflect the early payment
of the benefit and the Participant's younger age in the same circumstances and
to the same extent as the Single Life Pension under the Basic Plan is reduced to
reflect these factors.  The result is that:

     

    (a)           There
shall be no early retirement reduction factor applied to the retirement benefit
of a Participant who has satisfied all of the requirements set forth in the
Basic Plan for the Rule of 85 early retirement benefit,

     

    (b)           The
Basic Plan's early retirement reduction factor of one quarter of one-percent
(.25%) per month shall apply to the retirement benefit of a Participant who does
not satisfy all of the requirements set forth in the Basic Plan for the Rule of
85 early retirement benefit, and whose employment with the Company terminates on
or after his or her Early Retirement Date, and

     

     

    


     4

      
        

      

    

    Appendix C

     

     

    
 

    (c)           For
the retirement benefit of a Participant who terminates employment with the
Company before his or her Early Retirement Date, and without satisfying all of
the requirements set forth in the Basic Plan for the Rule of 85 early retirement
benefit, no early retirement subsidy of any kind shall apply.

     

    3.3           Disability
Retirement.  A Participant whose employment with the Company
terminates due to a total disability for which the Participant is eligible to
receive benefits under the Company's Long-Term Disability Plan shall then be
eligible for a supplemental retirement benefit.  The supplemental
retirement benefit shall be determined in accordance with Sections 3.1 and 3.2,
except that his or her Years of Benefit Service shall include the period from
the date of disability to the Participant's Normal Retirement
Date.  In no event shall Years of Credited Service or Benefit Service
in excess of 30 be considered.

     

    3.4           Form of
Payment.  The Participant may elect the form in which benefits
under the Plan are to be paid from the forms set forth in this Section, the
value of each of which shall be the Actuarial Equivalent of the value of each of
the others.  Payment shall be made, in the case of a lump sum payment,
or shall begin, in the case of a pension, in accordance with the Participant's
election made as provided in Section 3.5.

     

    (a)           Lump Sum
Payment.  This form provides the Participant with a one-time,
single sum payment of the Participant's entire benefit under the
Plan.

     

    (b)           Single Life
Pension.  A Single Life Pension pays the Participant a monthly
pension only for as long as the Participant lives.

     

    (c)           Single Life Pension with
60 Months Guaranteed.  A Single Life Pension with 60
Months Guaranteed pays a monthly benefit for as long as the Participant
lives.  If

     

    


     

     5

      
        

      

    

    Appendix C

     

    
 

    the
Participant dies before receiving 60 monthly payments, the Participant's
beneficiary receives them for the remainder of the 60 months that were
guaranteed.

     

    (d)           Single Life Pension with
120 Months Guaranteed.  A Single Life Pension with 120
Months Guaranteed pays the Participant a monthly benefit for as long as the
Participant lives.  If the Participant dies before receiving 120
monthly payments, the Participant's beneficiary receives them for the remainder
of the 120 months that were guaranteed.

     

    (e)           100%,
75%, 66 2/3%, 50%, 33 1/3% and 25% Joint Pensions.  A 100%, 75%, 66
2/3%, 50%, 33 1/3% or 25% Joint Pension pays the Participant a monthly benefit
for as long as the Participant lives.  If the Participant's spouse is
living when the Participant dies, he or she receives a monthly pension equal to
100%, 75%, 66 2/3%, 50%, 33 1/3% or 25%, respectively, of the monthly pension
the Participant received, for as long as he or she lives.  If the
Participant is not married as of the date the Participant's pension commences,
it will be paid to the Participant as a Single Life Pension.  The term
"spouse," as used in this form, means the person to whom the Participant is
married on the date the Participant's pension commences.

     

    3.5           Election of Form and
Timing.  A new Active Participant in the Plan shall, within
sixty (60) days of the date he or she becomes a Participant, elect the form in
which he or she wishes the benefit under the Plan to be paid, and whether
payment is to be made as soon as is practicable after termination of employment
with the Company and, if not, the anniversary of termination when payment is to
be made.  A Participant in the Plan as of April 1, 2000, shall make
these elections no later than April 15, 2000.  If such a Participant
terminates employment with the Company within one (1) year of the date the
election form is filed with the Company,

     

     

    


     6

      
        

      

    

    Appendix C

     

     

    
 

    the
election shall have no effect, and the Participant's benefit under the Plan will
be paid in the form of a Single Life Pension, if the Participant is then single,
or in the form of a 50% Joint Pension, with the Participant's spouse as the
survivor, if the Participant is then married.

     

    3.6           Chief Executive
Officer.  In the case of a person who has served at least ten
(10) years in the position of Chief Executive Officer of the Company, the two
percent (2%) accrual rate referred to in Paragraph 3.1(a) shall be three percent
(3%), and no early retirement reduction factor shall be applied.  In
no event shall the sum of the accrual rates used to determine a Participant's
retirement benefits under the Basic Plan and this Plan exceed sixty percent
(60%), so for a participant who is eligible for the special benefit for Chief
Executive Officers described in the first sentence of this paragraph, the
maximum number of Years of Benefit Service taken into account shall be twenty
(20).

     

    ARTICLE
IV

     

    PAYMENT OF RETIREMENT
BENEFITS

     

    4.1           Supplemental
retirement benefits payable in accordance with Article III shall commence as
provided in Section 2.1, and shall continue to be paid as required by the form
in which the Participant's benefit is paid.

     

    ARTICLE
V

     

    DEATH
BENEFITS

     

    5.1           If
a Participant dies before supplemental retirement benefit payments commence
under this Plan, the Participant's Surviving Spouse shall receive a
pre-retirement survivor annuity under the Plan.  The amount of the
pre-retirement survivor annuity payable under this Plan shall be equal to the
amount of the qualified pre-retirement survivor annuity determined under the
Basic Plan, but calculated by substituting the amount of the Participant's
supplemental retirement

    


     

     

     7

      
        

      

    

    Appendix C

     

    
 

    benefit
determined under Article III for the amount of the Participant's benefit under
the Basic Plan.

     

    5.2           A
Surviving Spouse's benefit under Section 5.1 shall be payable monthly; its
duration shall be the same as that of the qualified pre-retirement survivor
annuity payable under the Basic Plan.

     

    ARTICLE
VI

     

    MISCELLANEOUS

     

    6.1           The
Board of Directors may, in its sole discretion, terminate, suspend, or amend
this Plan at any time or from time-to-time, in whole or in
part.  However, no amendment or suspension of the Plan shall affect a
Participant's right or the right of a Surviving Spouse to benefits accrued up to
the date of any amendment or termination, payable at least as quickly as is
consistent with the Participant's election made as provided in Section
3.5.  In the event the Plan is terminated, the Committee will continue
to administer the Plan until all amounts accrued have been paid.

     

    6.2           Nothing
contained herein shall confer upon any Participant the right to be retained in
the service of the Company, nor shall it interfere with the right of the Company
to discharge or otherwise deal with Participants without regard to the existence
of this Plan.

     

    6.3           Neither
the Committee nor any member of the Board of Directors nor any officer or
employee of the Company shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
his or her own fraud or willful misconduct; nor shall the Company be liable to
any person for any such action unless attributable to fraud or willful
misconduct on the part of a director, officer or employee of the
Company.

     

    


     

     

     8

      
        

      

    

    Appendix C

     

    
 

    6.4           This
Plan is unfunded, and constitutes a mere promise by the Company to make benefit
payments in the future.  The right of any Participant or Surviving
Spouse to receive a distribution under this Plan shall be an unsecured claim
against the general assets of the Company.  The Company may choose to
establish a separate trust (the "Trust"), and to contribute to the Trust from
time to time assets that shall be held therein, subject to the claims of the
Company's creditors in the event of the Company's insolvency, until paid to Plan
Participants and Surviving Spouses in such manner and at such times as specified
in the Plan.  It is the intention of the Company that such Trust, if
established, shall constitute an unfunded arrangement, and shall not affect the
status of the Plan as an unfunded Plan for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended.  The Trustee of
the Trust shall invest the Trust assets, unless the Committee, in its sole
discretion, chooses either to instruct the Trustee as to the investment of Trust
assets or to appoint one or more investment managers to do so.

     

    6.5           To
the maximum extent permitted by law, no benefit under the Plan shall be
assignable or subject in any manner to alienation, sale, transfer, claims of
creditors, pledge, attachment, or encumbrances of any kind.

     

    6.6           Any
amounts payable hereunder to any person under legal disability or who, in the
judgment of the Committee, is unable properly to manage his or her financial
affairs, may be paid to the legal representative of such person or may be
applied for the benefit of such person in any manner which the Committee may
select.

     

    6.7           The
Plan shall be administered by the Committee or its designee, which may adopt
rules and regulations to assist it in the administration of the
Plan.

     

    6.8           A
request for a Plan benefit shall be filed with the Chairperson of the Committee
or his or her designee, on a form prescribed by the Committee.  Such a
request, hereinafter

     

    
 

     9

      
        

      

    

    Appendix C

     

    
 

    referred
to as a "claim," shall be deemed filed when the executed claim form is received
by the Chairperson of the Committee or his or her designee.

     

    The
Chairperson of the Committee or his or her designee shall decide such a claim
within a reasonable time after it is received.  If a claim is wholly
or partially denied, the claimant shall be furnished a written notice setting
forth, in a manner calculated to be understood by the claimant:

     

    (a)           The
specific reason or reasons for the denial;

     

    (b)           A
specific reference to pertinent Plan provisions on which the denial is
based;

     

    (c)           A
description of any additional material or information necessary for the claimant
to perfect the claim, along with an explanation of why such material or
information is necessary; and

     

    (d)           Appropriate
information as to the steps to be taken if the claimant wishes to appeal his or
her claim, including the period in which the appeal must be filed and the period
in which it will be decided.

     

    The
notice shall be furnished to the claimant within 90 days after receipt of the
claim by the Chairperson of the Committee or his or her designee, unless special
circumstances require an extension of time for processing the
claim.  No extension shall be for more than 90 days after the end of
the initial 90-day period.  If an extension of time for processing is
required, written notice of the extension shall be furnished to the claimant
before the end of the initial 90-day period.  The extension notice
shall indicate the special circumstances requiring an extension of time and the
date by which a final decision will be rendered.

     

     

    


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    Appendix C

     

    
 

    If a
claim is denied, in whole or in part, the claimant may appeal the denial to the
full Committee, upon written notice to the Chairperson thereof.  The
claimant may review documents pertinent to the appeal and may submit issues and
comments in writing to the Committee.  No appeal shall be considered
unless it is received by the Committee within 90 days after receipt by the
claimant of written notification of denial of the claim.  The
Committee shall decide the appeal within 60 days after it is
received.  However, if special circumstances require an extension of
time for processing, a decision shall be rendered as soon as possible, but not
later than 120 days after the appeal is received.  If such an
extension of time for deciding the appeal is required, written notice of the
extension shall be furnished to the claimant prior to the commencement of the
extension.  The Committee's decision shall be in writing and shall
include specific reasons for the decision, written in a manner calculated to be
understood by the claimant, and specific references to the pertinent Plan
provisions upon which the decision is based.

     

    6.9           Each
Participant shall receive a copy of the Plan and, if a Trust is established
pursuant to Section 6.4, the Trust, and the Company shall make available for
inspection by any Participant a copy of any rules and regulations used in
administering the Plan.

     

    6.10           If
any contest or dispute shall arise as to amounts due to a Participant under this
Plan, the Company shall reimburse the Participant, on a current basis, all legal
fees and expenses incurred by the Participant in connection with such contest or
dispute; provided, however, that in the event the resolution of any such contest
or dispute includes a finding denying the Participant's claims, the Participant
shall be required immediately to reimburse the Company for all sums advanced to
the Participant hereunder.

     

     

    


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    Appendix C

     

    
 

    6.11           This
Plan is binding on the Company and will bind with equal force any successor of
the Company, whether by way of purchase, merger, consolidation or
otherwise.

     

    6.12           If
a court of competent jurisdiction holds any provision of this Plan to be invalid
or unenforceable, the remaining provisions of the Plan shall continue to be
fully effective.

     

    6.13           To
the extent not superseded by the laws of the United States, this Plan shall be
construed according to the laws of the State of Missouri.

    


     

    


     

    


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