ppl-6302022_ex10c






310670082.9         Business Use  RHODE ISLAND ENERGY  EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN  (Effective as of February 24, 2022)  





 






310670082.9       i    Rhode Island Energy  Executive Supplemental Retirement Plan  (Established as of February 24, 2022)    PREAMBLE  a new plan in connection with the acquisition by PPL Corporation of The Narragansett Electric  Executive Supplemental Retirement Plan (409A) dated December 31, 2008. This Plan sets forth  the terms applicable to participants whose qualified defined benefit pension plan benefit is  calculated under the terms of the Rhode Island Energy Retirement Plan.    





 






310670082.9     Rhode Island Energy  Executive Supplemental Retirement Plan  (Established as of February 24, 2022)   TABLE OF CONTENTS    Page  ii    Business Use  I. Introduction ................................................................................................................... 1  1.01 Name ................................................................................................................. 1  1.02 Purpose ............................................................................................................. 1  1.03 Effectiveness ..................................................................................................... 1  II. Definitions ..................................................................................................................... 1  2.01 Accrued Benefit ................................................................................................. 1  2.02 Affiliated Company ............................................................................................. 1  2.03 Board ................................................................................................................. 1  2.04 Code .................................................................................................................. 1  2.05 Company ........................................................................................................... 1  2.06 Deemed Benefits Commencement Date ............................................................ 1  2.07 EBPB ................................................................................................................. 1  2.08 Participant .......................................................................................................... 1  2.09 Plan Administrator .............................................................................................. 2  2.10 PPL .................................................................................................................... 2  2.11 Qualified Compensation ..................................................................................... 2  2.12 Qualified Plan .................................................................................................... 2  2.13 Qualified Plan Benefit ........................................................................................ 2  2.14 Retirement Income ............................................................................................. 2  2.15 RIE Plan ............................................................................................................ 2  2.16 Section 409A ..................................................................................................... 2  2.17 Separation from Service ..................................................................................... 2  2.18 Spouse .............................................................................................................. 2  2.19 Total Compensation ........................................................................................... 2  2.20 Years of Service ................................................................................................ 2  III. Supplemental Retirement Benefit .................................................................................. 3  3.01 Annual Benefit Amount ...................................................................................... 3  3.02 Vesting and Forfeiture of Benefits ...................................................................... 3  IV. Calculation of Benefits ................................................................................................... 3  4.01 Calculation Date ................................................................................................ 3  4.02 Early Retirement Reduction Factor .................................................................... 3  





 






310670082.9       iii    Business Use  V. Timing and Form of Payment of Retirement Income...................................................... 3 5.01 Payment Timing ................................................................................................. 3  5.02 Normal Form of Payment ................................................................................... 3  5.03 QDRO Payments ............................................................................................... 4  5.04 ...................................................................................... 4  5.05 Actuarial Factors ................................................................................................ 4  VI. Lump Sum Payments  Special Circumstances ............................................................ 4  6.01 Dissolution ......................................................................................................... 4  6.02 Failure of Payment ............................................................................................. 5  6.03 Small Balance Cash Outs .................................................................................. 5  6.04 FICA .................................................................................................................. 5  6.05 Other Special Circumstances  Accelerations and/or Delays in Scheduled  Payments ........................................................................................................... 5  6.06 USERRA ............................................................................................................ 5  VII. Administration and Claims ............................................................................................. 5  7.01 Duties ................................................................................................................ 5  7.02 Claims ................................................................................................................ 6  7.03 Plan Interpretation .............................................................................................. 7  VIII. Liability for Acts ............................................................................................................. 7  IX. Indemnity ....................................................................................................................... 7  X. Effectuation of Interest ................................................................................................... 7  XI. Government Regulations ............................................................................................... 8  XII. Nonassignment ............................................................................................................. 8  XIII. Provisions of Benefits .................................................................................................... 8  XIV. Amendment or Termination ........................................................................................... 8  XV. General Provisions ........................................................................................................ 8  15.01 Taxes ................................................................................................................. 8  15.02 No Implied Rights ............................................................................................... 8  15.03 Headings ........................................................................................................... 9  15.04 Gender and Number .......................................................................................... 9  15.05 Severability ........................................................................................................ 9  15.06 Governing Law ................................................................................................... 9  15.07 Section 409A Compliance .................................................................................. 9  





 






310670082.9       1    Business Use  Rhode Island Energy  Executive Supplemental Retirement Plan  (Established as of February 24, 2022)  I. Introduction  1.01 Name. This Plan shall be known as the Rhode Island Energy Executive  Plan   1.02 Purpose. The purpose of this Plan is to provide supplemental retirement benefits  for a select group of management or highly compensated employees within the  meaning of Title I of the Employee Retirement Income Security Act of 1974, as  amended, and establish provisions/operations applicable to the payment of  supplemental retirement benefits that are compliant with the general provisions of  Section 409A of the Code.  1.03 Effectiveness. This Plan is effective as of February 24, 2022.  II. Definitions  When used in this Plan, the following words will have the meanings indicated below:  2.01 Accrued Benefit means the vested benefits under this Plan.  2.02 Affiliated Company means (a) any corporation that is a member of the same  controlled group of corporations (within the meaning of section 414(b) of the Code)  as the Company; (b) any member of an affiliated service group, as determined  under section 414(m) of the Code, of which the Company is a member; (c) any  trade or business (whether or not incorporated) that is under common control with  the Company, as determined under section 414(c) of the Code, and (d) any other  organization or entity that is required to be aggregated with the Company under  section 414(o) of the Code and regulations issued thereunder.  2.03 Board means the Board of Directors of PPL, or a committee of the Board.  2.04 Code means the Internal Revenue Code of 1986, as amended from time to time.  2.05 Company means The Narragansett Electric Company, dba Rhode Island Energy.  2.06 Deemed Benefits Commencement Date means the later of the date of the  provided however, that if a Participant is below age 55 at the time of Separation  from Service, the Deemed Benefits Commencement Date will be the date as of  which the Participant attains age 55.  2.07 EBPB means the Employee Benefit Plan Board, the entity appointed by the Board  as the administrator of the Plan.  2.08 Participant means a non-union employee who participates in the Qualified Plan  and whose permissible earnings under the Qualified Plan exceed the amount  





 






310670082.9       2    Business Use  permitted under Section 401(a)(17) of the Code and/or whose benefit under the  Qualified Plan exceeds the limits set forth under Section 415 of the Code.  2.09 Plan Administrator means the EBPB.  2.10 PPL shall mean PPL Services Corporation and its successors.  2.11 Qualified Compensation means compensation utilized in the calculation of the  Sections 401(a)(17) or 415 of the Code; provided, however, Qualified  Compensation shall include additional earnings received by a Participant from any  entity as specifically authorized by the Board.  2.12 Qualified Plan means the RIE Plan.  2.13 Qualified Plan Benefit means the annual normal retirement benefit payable on a  straight single life annuity basis under the terms of the Qualified Plan determined  to any qualified domestic relations order that would otherwise affect the amount of  said benefit).  2.14 Retirement Income means the supplemental retirement benefit(s) relating to the    2.15 RIE Plan means the Rhode Island Energy Retirement Plan, as amended from time  to time.  2.16 Section 409A means section 409A of the Code, as amended from time to time,  including regulations issued pursuant thereto.  2.17 Separation from Service has the meaning set forth in Section 1.409A-1(h) of the  Treasury Regulations.  2.18 Spouse shall have the meaning provided in the Qualified Plan.  2.19 Total Compensation means Qualified Compensation; provided, however, for any  Participant who serves in an officer-level position, Total Compensation further  includes (to the extent not already included): (a) incentive compensation, which  shall be included in the same twelve-month period for which it was earned; and (b)  compensation and/or incentive compensation deferred under the terms of the PPL  Executive Deferred Compensation Plan that is not included in Qualified  Compensation due to the fact it was deferred, which shall be attributed to the  twelve-month period for which it was earned. The inclusion of incentive  Plan benefit as described herein applies prospectively from the date the Participant  becomes an officer-level employee.   2.20 Years of Service shall have the meaning provided in the Qualified Plan; provided,  however, Years of Service shall also include any additional service credit  specifically authorized for a Participant by the Board.  





 






310670082.9       3    Business Use  III. Supplemental Retirement Benefit 3.01 Annual Benefit Amount. A Participant shall be entitled to receive from the Company  an annual retirement benefit equal to a. minus b. minus c. below:  a. the benefit the Participant would have received under the Qualified Plan if  the benefit were calculated using Total Compensation;  b. the Qualified Plan Benefit;  c. any benefit payable on a straight life annuity basis which was accrued,  under a plan maintained by an employer other than Company or an  Affiliated Company, for service granted pursuant to the additional service  credits provision of the Qualified Plan.  benefit will be calculated without regard to the limits under Section 415 of Code.  3.02 Vesting and Forfeiture of Benefits der this Plan shall be  100% vested after five Years of Service. There is no partial or incremental vesting  Separation from Service is automatically forfeited.  IV. Calculation of Benefits  4.01 Calculation Date from Service.  4.02 Early Retirement Reduction Factor. The early retirement reduction factor that  applies under the Qualified Plan shall apply to the benefit calculations under this  Plan.    V. Timing and Form of Payment of Retirement Income  5.01 Payment Timing. Payment of Retirement Income to Participants will commence on  the later of (i) the first day of the seventh month following Separation from Service  or (ii) the first day of the month on or following the date Participant attains age 55;  provided, however, the Plan Administrator may, in its sole discretion, process and  pay a scheduled payment up through the later of December 31 following the  applicable payment date and the 15th day of the third calendar month following the  applicable payment date provided that under no circumstance may a Participant  be permitted, directly or indirectly, to designate the taxable year of processing and  payment.  5.02 Normal Form of Payment . The normal form of payment of Retirement Income shall  be as follows:  a. If a Participant has a Spouse, the normal form of payment shall be a  contingent annuitant option with the Spouse, as contingent annuitant,  





 






310670082.9       4    Business Use  Income.  b. If a Participant does not have a Spouse, the normal form of payment shall  be a straight life annuity with no amount of Retirement Income payable after  th   5.03 QDRO Payments. To the extent the form of benefit under the Qualified Plan was  dictated by the terms of a qualified domestic relations order, the form of payment  of the Retirement Income is that which would have applied (or any form that could  have been elected) in the absence of said order, except to the extent of a court  approved domestic relations order assigning benefits payable under this Plan  specifies otherwise, and subject to the limits imposed on such an election by  Section 409A.  5.04 . The Spouse of a Participant who is vested under this Plan  is entitled to a pre-retirement spouse benefit if the Participant dies before payment  of Plan benefits commence as follows:  a. calculation of the benefit will be made as if the Participant had retired as of  the date of death and elected Retirement Income payments to begin on the  first day of the month next following the later of the date of death or  -fifth birthday; and  b. the Retirement Income shall be payable in the form of a contingent  annuitant option with the Spouse, as contingent annuitant, entitled to  receive 50% (100% if the Participant died after his or her 55th birthday and    Income subject to reduction for benefits payable hereunder under a  domestic relations order; provided, however, the Plan Administrator may,  in his or her sole discretion, process and pay the death benefit at any time  prior to December 31 of the calendar year following the calendar year  during which the Participant died.  5.05 Actuarial Factors. In calculating the benefit payable under any optional form of  benefit described under this Plan, the same actuarial equivalent factors in the  Qualified Plan shall be used in this Plan unless such factors are inconsistent or  disallowed under Section 409A.  VI. Lump Sum Payments  Special Circumstances  6.01 Dissolution. In the event of the dissolution, liquidation, or winding up of the  business of the Company, whether voluntary or involuntary, the Board may provide  in Section 1.409A-3(j)(4)(ix) of the Treasury Regulations (pertaining to liquidations,  plan terminations, etc.) to the extent permitted by said Section 1.409A-3(j)(4)(ix).  Any such determination by the Board shall be in writing and shall form a part of  this Plan to the extent required by Section 1.409A-3(j)(4) of the Treasury  Regulations.  





 






310670082.9       5    Business Use  6.02 Failure of Payment. If there is a failure by the Company to make any payment to  any Participant relative to Post-2004 Amounts when due under this Plan, the  Company will make the payment. However, if the Company fails to make a Post- 2004 Amount payment due to inadvertence or a good faith delay to permit  processing and immediately upon discovery of such failure or delay makes such  payment in full, the original failure to make the payment or payments shall not, for  the purposes of this paragraph, be a failure to make a payment. Likewise, if the  Company, in good faith, contests a claim by a Participant under this Plan, the  failure to make the contested payment or payments shall not, for the purpose of  this paragraph, be a failure to make a payment. The protection of benefits under  this paragraph is not intended to result in a deferral or acceleration of payment(s)  in violation of Section 409A of the Code.    6.03 Small Balance Cash Outs Service the Plan Administrator may direct, in his or her discretion, the lump sum  417(e) prescribed mortality and interest rate assumptions) provided: (1) the lump  benefits under all other plans required to be aggregated with this Plan under  plans does not exceed the applicable dollar amount under section 402(g)(1)(B) of  the Code at the time of cash out.  6.04 FICA. In the event that FICA taxes are due on Plan benefits on or after Separation  from Service, the Plan Administrator will (to the extent permitted by law, including  Section 409A), have the taxes paid through an actuarial reduction in the  the FICA taxes and applicable withholding taxes.  6.05 Other Special Circumstances  Accelerations and/or Delays in Scheduled  Payments. The Plan Administrator may modify the time or schedule of payments  under this Plan under specified circumstances described in Section 1.409A-3(j)(4)  of the Treasury Regulations (e.g., certain conflicts of interest, compliance with  ethics laws, etc.), but only to the extent therein provided. Further, the Plan  Administrator may authorize a delay in a scheduled payment under this Plan under  specific circumstances permitted under Section 409A, subject to the applicable  provisions of Section 409A, such as under circumstances where the delay would  result in a deduction under section 162(m) of the Internal Revenue Code not  otherwise available, where necessary to comply with Federal securities law or  other applicable.  6.06 USERRA. This Plan will be operated in a manner that is compliant with the  requirements of the Uniformed Services Employment and Reemployment Rights  Act of 1994, as amended.  VII. Administration and Claims  7.01 Duties. The EBPB shall have for this Plan the same duties as for the RIE Plan,  except as may be specifically provided herein or as inapplicable  





 






310670082.9       6    Business Use  foregoing, the EBPB shall have the full power and complete discretion to construe  and interpret all terms, provisions, conditions and limitations of the Plan and to  determine all questions arising out of or in connection with the provisions of the  Plan or its administration.  7.02 Claims. Pursuant to Section 503 of ERISA, the following claims procedure applies  with respect to claims for benefits under the Plan.  a. If any person believes she or he is being denied any rights or benefits  relating to participation, eligibility, the amount of benefits, or any other  provisions of this Plan, such person may file a claim in writing with the  EBPB (or if the EBPB so specifies, its designee).  b. If a claim for benefits under the Plan is denied, in whole or in part, the EBPB  (or its designee) shall, within ninety (90) days after receipt of the claim,  notify the claimant of the denial of the claim. The period for making the  determination may be extended for up to an additional ninety (90) days, if  necessary due to special circumstances, provided the EBPB (or its  designee) notifies the claimant of the extension within the initial ninety (90)  day period. The extension notice in such case shall explain the reasons for  the extension and the expected date of a decision. The notice of denial: (i)  shall be in writing; (ii) shall be written in a manner calculated to be  understood by the claimant; and (iii) shall contain (A) the specific reason or  reasons for denial of the claim; (B) reference to the specific Plan provisions  upon which the denial is based; (C) a description of any additional material  or information necessary to perfect the claim, along with an explanation of  why such material or information is necessary; and (D) an explanation of  the claims review procedures in paragraphs (c)and (d), below, including  ights to bring  a civil action under Section 502(a) of ERISA following a denied claim on  review.    c. After a claimant receives a written notice of the denial of a claim for  benefits, the claimant may file a written request with the EBPB (or, if the  EBPB so specifies, its designee) that it conduct a full and fair review of the  denial of the claim. A written request for review of a denied claim must be  of denial of the claim. The written request for review should state why the  claimant believes the claim should not have been denied, and should  describe any documents, data, or other information that may have a  bearing on the claim. A claimant shall have the right to submit written  comments, documents, records, and other information relating to the claim.  A claimant also shall have the right to be represented, provided that the  EBPB may apply reasonable procedures for determining whether an  individual has been authorized to act on behalf of the claimant. The  claimant (or their representative) may have, upon request and free of  document, record, or other information that: (i) was relied upon in making  a decision to deny benefits; (ii) was submitted, considered, or generated in  the course of making the decision to deny benefits, whether or not it was  





 






310670082.9       7    Business Use  relied upon in making the decision to deny benefits; or (iii) demonstrates  compliance with any administrative processes and safeguards designed to  confirm that the benefit determination was in accord with the Plan and that  the Plan provisions, where appropriate, have been applied consistently  regarding similarly situated individuals.     d. The EBPB (or its designee) shall deliver to the claimant a written decision  on the claim within sixty (60) days after receipt of the aforesaid request for  review. The period for delivering the decision may be extended for up to an  additional sixty (60) days, if necessary due to special circumstances,  provided the EBPB (or its designee) notifies the claimant of the extension  within the initial sixty (60) day period. The extension notice shall explain the  reasons for the extension and the expected date of a decision. The decision  shall (i) be written in a manner calculated to be understood by the claimant;  (ii) include the specific reason(s) for the decision; (iii) contain a reference  to the specific Plan provisions upon which the decision is based; (iv)  of charge, reasonable access to and copies of Relevant Documents (as  a civil action under Section 502(a) of ERISA. The decision upon review  shall be final and binding on all parties and subject to the fullest deference  permitted by law.  7.03 Plan Interpretation. Any interpretation of this Plan or other determination with  respect to this Plan by the EBPB will be final, binding and conclusive on all  persons.  VIII. Liability for Acts  8.01 No member of the EBPB, an officer or member of the Board, nor the Company or  its employees shall be personally liable for any error of omission or commission  misconduct, or lack of good faith; nor shall said individuals be personally liable for  any act of gross negligence, willful misconduct, or lack of good faith of any other  individual.  IX. Indemnity  9.01 Any employee of the Company or PPL who has assisted the EBPB, PPL or the  Company in administering this Plan, the members and officers of the Board shall  be insured and indemnified by the Company and PPL jointly and severally, against  any and all liab occasioned by any act or omission to act in connection with this Plan, as long as  such acts or omission to act are in good faith.  X. Effectuation of Interest   10.01 In the event it should become impossible for the Company, PPL, the Plan  Administrator, or the EBPB to perform any act required by this Plan, the Plan  Administrator, the Company, PPL, or the EBPB may perform such other act as it  





 






310670082.9       8    Business Use  in good faith determines will most nearly carry out the intent and purpose of this  Plan.  XI. Government Regulations  11.01 It is intended that this Plan will comply with all applicable laws and governmental  regulations, and neither the Company , PPL nor any party with authority under this  Plan, shall be obligated to perform an obligation hereunder in any case where, in  violation of any law or regulation.  XII. Nonassignment  12.01 To the fullest extent permitted by law, no benefit under this Plan, nor any other  interest hereunder of any Participant, Spouse, or contingent annuitant, shall be  assignable, transferable, or subject to sale, mortgage, pledge, hypothecation,  commutation, anticipation, garnishment, attachment, execution, or levy of any  kind, except to the extent of a court ordered domestic relations assignment.  XIII. Provisions of Benefits  13.01 This Plan will be unfunded. Benefits will be paid from the operating revenues of  the Company. The Company shall not be required to set aside or segregate any  benefits under this Plan shall be those of an unsecured, general creditor of the  Company.  XIV. Amendment or Termination  14.01 The Board may, in its sole discretion, terminate and amend this Plan from time to  time; provided, however, no modification shall reduce the value of a vested benefit  which, at the time of such amendment or discontinuance a Participant would be  eligible to receive under this Plan at that time or a later date in accordance with the  foregoing, the EBPB may adopt any amendment that does not significantly affect  the cost of the Plan or significantly alter the benefit design or eligibility  requirements of the Plan. Each amendment to the Plan will be binding on the  Company.  XV. General Provisions  15.01 Taxes. Payments under this Plan are subject to applicable tax withholding and  reporting. Each Participant is solely and personally liable for the settlement of any  and all income taxes with respect to payments under this Plan.  15.02 No Implied Rights. Neither this Plan nor the making of payments or purchases of  insurance by the Company or PPL shall be construed to create any obligation upon  the Company or PPL to continue this Plan or to continue purchases of insurance  or to give any present or future employee any right to continued employment.  





 






310670082.9       9    Business Use  15.03 Headings. The headings of articles and sections of this Plan are for convenience  of reference only.  15.04 Gender and Number. Unless the context requires otherwise, the singular shall  include the plural; the masculine gender shall include the feminine; and such words  a whole and not merely to the subdivision in which such words appear.  15.05 Severability. If any term or provision of this Plan, as presently in effect or as  amended from time to time, or the application thereof to any payments or  circumstances, shall to any extent be invalid or unenforceable, the remainder of  this Plan and the application of such term or provision to payments or  circumstances other than those as to which it is invalid or unenforceable shall not  be affected thereby, and each term or provision of this Plan shall be valid and  enforced to the fullest extent permitted by law.  15.06 Governing Law. Except as otherwise required by law, this Plan and all matters  arising thereunder shall be governed by the laws of The Commonwealth of  Pennsylvania.  15.07 Section 409A Compliance. The Plan and any payments provided hereunder are  intended to comply with, or be exempt from, Code Section 409A. The Plan shall in  all respects be interpreted, operated, and administered in accordance with this  intent. Payments provided under the Plan may be made only upon an event and  in a manner that complies with Code Section 409A. Any payments provided under  the Plan to be made upon a termination of service that constitute deferred  compensation subject to Code Section 409A shall be made only if such termination  installment payment provided under the Plan shall be treated as a separate  identified payment for purposes of Code Section 409A. Neither the Company nor  PPL makes any representations or warranties that the payments provided under  the Plan comply with, or are exempt from, Code Section 409A, and in no event  shall the Company or PPL be liable for any portion of any taxes, penalties, interest,  or other expenses that may be incurred by a Participant on account of non- compliance with Code Section 409A.     





 






310670082.9       10    Business Use  This Plan is hereby adopted and effective as of February 24, 2022 and executed February  24, 2022.         PPL SERVICES CORPORATION    ______________________________________________  Angela K. Gosman  Senior Vice President & Chief Human Resources Officer