Common use of Supplemental Retirement Benefits Clause in Contracts

Supplemental Retirement Benefits. Commencing on the first day of the month following termination of Employee's employment with Employer, Employee shall be entitled to receive annual benefits from Employer under a Supplemental Executive Retirement Plan ("SERP"), as described in this section ("Supplemental Retirement Benefits") in an amount equal to Employee's salary in the final year of Employee's employment, by Employer as adjusted during the term of this Agreement. This SERP benefit is fully vested and nonforfeitable. The foregoing SERP benefit shall be payable monthly in equal installments for a total period of fifteen (15) years of the lives of Employee and his spouse or of the survivor next following the termination of Employee's employment with Employer. As of January 1 of each year following the year in which payment of the SERP benefit commences, the amount of the SERP benefit shall be increased by a cost-of-living factor based on the increase in the Consumer Price Index-Urban Consumers for the immediately preceding calendar year. Notwithstanding the foregoing, if a change in control (as defined in Appendix A) shall occur before the SERP benefit has been fully paid, the Employer shall i) within thirty (30) days following such change of control provide to the Employee and Employee's spouse, or the survivor, security for the life of such benefit in the form of a fully funded annuity payment or other guarantee administered by the Compensation Committee of the Board of Directors of the Employer; or ii) the actuarial lump sum equivalent of the remaining benefit shall be accelerated and paid to Employee or his surviving spouse in a single lump sum in cash within forty-five (45) days following such change of control. Any such annuity contract shall be issued by an insurance company having an A.M. Best financial strength rating of at least A+ and a Standard & Poor's claims paying ability rating of at least AA. Actuarial equivalence shall be determined by the Compensation Committee of the Board of Directors of the Employer in accordance with reasonable actuarial assumptions. The Compensation Committee, with the consent and approval of the Employee, which consent and approval shall not unreasonably be withheld, shall retain an independent third party actuarial firm to determine the actuarial lump sum equivalent. In the event that the Company shall elect to make payment of the SERP by annuity as provided above, upon the death of Employee's surviving spouse within the 15-year term of the SERP, the balance of any remaining SERP benefits which would have become due and owing to Employee, or to Employee's surviving spouse, shall be payable to such beneficiaries as may have been designated by Employee or Employee's surviving spouse during their respective lifetimes. In addition, in the event that, as a result of the Employer's election to make payment of the SERP by annuity as provided above, any taxable income is recognized by Employee in advance of receipt of payment of the SERP in whole or in part, Employer shall, promptly upon its calculation, advance to Employee, in cash, an amount sufficient to cover any of Employee's federal, state and local tax liability with respect to any such taxable income recognized by Employee as a consequence of Employer's election to make payment of the SERP by annuity, as well as Employee's federal, state and local tax liability with respect to such cash payment, which advance shall be repaid without interest by the employee pari pasu as Employee receives payment of such SERP. (Collectively, the General Retirement Benefits, Medical Retirement Benefits and Supplemental Retirement Benefits are referred to as "Retirement Benefits").

Supplemental Retirement Benefits. Commencing on the first day of the month following termination of Employee's employment with EmployerSubject to paragraph 6, Employee Xx. Xxxxxxxx shall be entitled to receive annual benefits an overall pension benefit from Employer the Bank, calculated under the terms of the Union Bank of California Retirement Plan (the "Retirement Plan"), without regard to the limits of Code sections 401(a)(17) and 415, and crediting Xx. Xxxxxxxx with an additional nine (9) years of "credited service." During the period represented by the nine (9) year grant of past service credits, Xx. Xxxxxxxx participated in the qualified and nonqualified pension plans of First National Bank of Chicago (the "Chicago Plans"), and during his employment under this Agreement Xx. Xxxxxxxx shall be a participant under the Bank's Supplemental Executive Retirement Plan (the "SERP"). As such, the portion of Xx. Xxxxxxxx'x overall pension benefit payable under this Agreement shall be a net benefit (the "Net Benefit"). Such Net Benefit shall be an amount determined as described in this section ("Supplemental Retirement Benefits") in an amount equal to Employee's salary in the final year of Employee's employment, by Employer as adjusted during the term first sentence of this Agreement. This SERP benefit is fully vested and nonforfeitable. The foregoing SERP benefit shall be payable monthly in equal installments for a total period of fifteen subparagraph less (15i) years of the lives of Employee and his spouse or of the survivor next following the termination of Employee's employment with Employer. As of January 1 of each year following the year in which payment of the SERP benefit commences, the amount of payable from the SERP benefit shall be increased by a cost-of-living factor based on Retirement Plan and from the increase in the Consumer Price Index-Urban Consumers for the immediately preceding calendar year. Notwithstanding the foregoingSERP, if a change in control and (as defined in Appendix A) shall occur before the SERP benefit has been fully paid, the Employer shall i) within thirty (30) days following such change of control provide to the Employee and Employee's spouse, or the survivor, security for the life of such benefit in the form of a fully funded annuity payment or other guarantee administered by the Compensation Committee of the Board of Directors of the Employer; or ii) the "Revised Offset" annuity amount in Exhibit A, which represents the actuarial lump sum equivalent of the remaining benefit shall be accelerated and paid to Employee or his surviving spouse in a single $92,678.04 total lump sum in cash within forty-five distribution that Xx. Xxxxxxxx received from the Chicago Plans (45representing his entire interest under such plans) days following such change of controlon June 28, 1991. Any such annuity contract shall be issued by an insurance company having an A.M. Best financial strength rating of at least A+ and a Standard & Poor's claims paying ability rating of at least AA. Actuarial equivalence The Net Benefit payable under this Agreement shall be determined by the Compensation Committee of the Board of Directors of the Employer in accordance with reasonable actuarial assumptions. The Compensation Committeeas a Normal Retirement Benefit, with the consent and approval of the Employeean Early Retirement Benefit or a Deferred Retirement Benefit, which consent and approval shall not unreasonably be withheldas applicable, shall retain an independent third party actuarial firm to determine the actuarial lump sum equivalent. In the event that the Company shall elect to make payment of the SERP by annuity as provided above, upon the death of Employee's surviving spouse within the 15-year term meaning of the SERP, employing the balance of any remaining SERP benefits which would have become due same offset methodology and owing to Employeeall other terms and conditions as described under the SERP. As such, or to Employee's surviving spouse, the Net Benefit shall be payable to such beneficiaries as may have been designated by Employee or Employee's surviving spouse during their respective lifetimes. In addition, paid in the event thatsame form and at the same time as the benefit payable under the SERP. The Net Benefit obligation of this subparagraph 4(d) shall be an unfunded and unsecured obligation of the Bank, as to which Xx. Xxxxxxxx shall have no rights other than those of a result general creditor of the Employer's election to make payment of the SERP by annuity as provided above, any taxable income is recognized by Employee in advance of receipt of payment of the SERP in whole or in part, Employer shall, promptly upon its calculation, advance to Employee, in cash, an amount sufficient to cover any of Employee's federal, state and local tax liability with respect to any such taxable income recognized by Employee as a consequence of Employer's election to make payment of the SERP by annuity, as well as Employee's federal, state and local tax liability with respect to such cash payment, which advance shall be repaid without interest by the employee pari pasu as Employee receives payment of such SERP. (Collectively, the General Retirement Benefits, Medical Retirement Benefits and Supplemental Retirement Benefits are referred to as "Retirement Benefits")Bank.

Supplemental Retirement Benefits. Commencing Yellow shall provide Executive with supplemental retirement benefits in accordance with this subsection (d) and Appendix A pursuant to which the Executive shall receive from Yellow upon his termination of employment with Yellow (and subject to the vesting provision hereinafter set forth), the difference between (i) the monthly benefit that he would have received under Section 4.4 of the Yellow Freight Office, Clerical, Sales and Supervisory Personnel Pension Plan (the “Pension Plan”) (calculated as a single life annuity payable commencing at his Normal Retirement Date as defined under the Pension Plan with an actuarial reduction if payment commences prior to his Normal Retirement Date) using 20 years of Credit Service as defined under the Pension Plan plus his actual Credited Service credited under the Pension Plan after five (5) years from September 6, 1996, the date of Executive’s commencement of employment with Yellow’s subsidiary, Yellow Freight System, Inc., and using Compensation as defined in Section 2.1(h) (2) of the Pension Plan, including Compensation previously earned during his employment with Yellow Freight System, Inc. from September 6, 1996 through November 7, 1999, but without any reduction under Section 401(a) (17) of the Internal Revenue Code of 1986, as amended )the “Code”) and (ii) the monthly benefit actually payable to the Executive under Section 4.4 of the Pension Plan, calculated at the time the Executive commences payment of a Vested Pension under the Pension Plan, if any. The Executive shall vest in the supplemental retirement benefit described in this subsection (d) at the rate of 20% per year commencing on September 6, 1997 (so that he would become 100% vested on September 6, 2001), provided, however, that the first Executive shall forfeit any unvested portion in the event of the termination of his employment prior to becoming 100% vested. Notwithstanding the foregoing, the Executive shall immediately become 100% vested in the event of the termination of his employment under circumstances entitling the Executive to benefits pursuant to Section 8. The supplemental retirement benefit described in this subsection (d) and Appendix A shall be payable monthly commencing as of the last day of the month following the month of termination of Employee's the Executive’s employment with Employeror, Employee shall be entitled to receive annual benefits from Employer if Executive has not yet qualified for payment of a retirement benefit under a Supplemental Executive Retirement the Pension Plan ("SERP")as of his date of termination, as described in this section ("Supplemental Retirement Benefits") in an amount equal to Employee's salary in the final year of Employee's employment, by Employer as adjusted during the term of this Agreement. This SERP benefit is fully vested and nonforfeitable. The foregoing SERP supplemental retirement benefit shall be payable monthly in equal installments for a total period of fifteen (15) years commencing as of the lives earliest date of Employee Executive’s eligibility to retire under the Pension Plan subject to actuarial reduction for payments commencing prior to Executive’s normal retirement date, and shall continue until the Executive’s death. Upon the Executive’s death, if at the time of his death he had already qualified for payment of a retirement benefit under the Pension Plan and if he is survived by and still married to the person who was his spouse or on September 6, 1996, the monthly supplemental retirement benefit payable to the Executive during his life shall continue to said surviving spouse until her death. If at the time of his death, the Executive had not yet qualified for payment of a retirement benefit under the Pension Plan, if he is survived by and still married to the person who was his spouse on September 6, 1996, said spouse shall qualify to receive the same monthly supplemental retirement benefit commencing on the last day of the survivor next following the termination of Employee's employment with Employer. As of January 1 of each year following the year month in which payment Executive would have reached his Normal Retirement Date. If the Executive at the time of the SERP benefit commences, the amount of the SERP benefit shall be increased his death is neither survived by a cost-of-living factor based on the increase in the Consumer Price Index-Urban Consumers for the immediately preceding calendar year. Notwithstanding the foregoing, if a change in control (as defined in Appendix A) shall occur before the SERP benefit has been fully paid, the Employer shall i) within thirty (30) days following such change of control provide or not married to the Employee and Employee's spouseperson who was his spouse on September 6, or the survivor1996, security for the life of such benefit in the form of a fully funded annuity payment or other guarantee administered by the Compensation Committee of the Board of Directors of the Employer; or ii) the actuarial lump sum equivalent of the remaining benefit shall be accelerated and paid to Employee or his surviving spouse in a single lump sum in cash within forty-five (45) days following such change of control. Any such annuity contract shall be issued by an insurance company having an A.M. Best financial strength rating of at least A+ and a Standard & Poor's claims paying ability rating of at least AA. Actuarial equivalence shall be determined by the Compensation Committee of the Board of Directors of the Employer in accordance with reasonable actuarial assumptions. The Compensation Committee, with the consent and approval of the Employee, which consent and approval shall not unreasonably be withheld, shall retain an independent third party actuarial firm to determine the actuarial lump sum equivalent. In the event that the Company shall elect to make payment of the SERP by annuity as provided above, upon the death of Employee's surviving spouse within the 15-year term of the SERP, the balance of any remaining SERP no further supplemental retirement benefits which would have become due and owing to Employee, or to Employee's surviving spouse, shall be payable under this subsection (d) following his death. The Executive acknowledges that these supplemental retirement benefits are an element of the compensation to such beneficiaries as may have been designated by be paid for his services and not an unfunded plan of deferred compensation within the meaning of Section 201 of the Employee or Employee's surviving spouse during their respective lifetimes. In addition, in the event thatRetirement Income Security Act, as a result of the Employer's election to make payment of the SERP by annuity as provided above, any taxable income is recognized by Employee in advance of receipt of payment of the SERP in whole or in part, Employer shall, promptly upon its calculation, advance to Employee, in cash, an amount sufficient to cover any of Employee's federal, state and local tax liability with respect to any such taxable income recognized by Employee as a consequence of Employer's election to make payment of the SERP by annuity, as well as Employee's federal, state and local tax liability with respect to such cash payment, which advance shall be repaid without interest by the employee pari pasu as Employee receives payment of such SERP. (Collectively, the General Retirement Benefits, Medical Retirement Benefits and Supplemental Retirement Benefits are referred to as "Retirement Benefits")amended.

Supplemental Retirement Benefits. Commencing on During the first day Employment Period, the Executive shall participate in a supplemental executive retirement plan ("SERP") such that the aggregate value of the retirement benefits that he and his spouse will receive at the end of the Employment Period under all defined benefit plans of NRG, NSP and their affiliates (whether qualified or not) will be not less than the aggregate value of the benefits he would have received had he continued, through the end of the Employment Period to participate in the NSP Deferred Compensation Plan, the NSP Excess Benefit Plan, and the NSP Pension Plan; provided, that benefits under the SERP, shall also include the amount, if any, that the NSP Pension Plan's actuaries reasonably estimate is necessary to compensate Executive for the monthly defined benefit payments the Executive did not receive, but would have received during the term of this Agreement and prior to the date of his actual termination of employment if monthly benefit payments had commenced at the end of the month following the month in which the Executive first became eligible for Early Retirement under the NSP Pension Plan. In addition, the SERP shall offer the Executive the option to receive his benefits thereunder in a single lump sum payment using actuarial assumptions that the NSP Pension Plan's actuaries determine are reasonable in the aggregate; provided, that such lump sum payment option shall be subject to the consent of the Board in its sole discretion and must be requested by the Executive not less than twelve months prior to the Executive's termination of Employee's employment with Employeremployment. Finally, Employee if the Executive dies while employed, or deemed pursuant to paragraph (a) of section 5 to be employed by NRG, his surviving spouse (or, if, he has no surviving spouse, his estate) shall be entitled to receive annual benefits from Employer under a Supplemental benefit equal in value to the difference between the pension benefit that the Executive Retirement Plan would have received if he had retired ("SERP"), as described in this section ("Supplemental Retirement Benefits"rather than died ) in an amount equal to Employee's salary on the date of his death and received a lump sum pension benefit and the lump sum value of the pension payable in the final year of Employee's employment, by Employer as adjusted during the term absence of this Agreement. This SERP provision; provided, that in the case where the Executive has no surviving spouse, the benefit is fully vested and nonforfeitable. The foregoing SERP benefit pursuant to this sentence shall be payable monthly paid in equal installments for a total period of fifteen (15) years of lump sum; and provided, further, that in the lives of Employee and his spouse or of case where the survivor next following the termination of Employee's employment with Employer. As of January 1 of each year following the year in which payment of the SERP benefit commencesExecutive has a surviving spouse, the amount of the SERP benefit pursuant to this sentence shall be increased by a cost-of-living factor based on the increase in the Consumer Price Index-Urban Consumers for the immediately preceding calendar year. Notwithstanding the foregoing, if a change in control (as defined in Appendix A) shall occur before the SERP benefit has been fully paid, the Employer shall i) within thirty (30) days following such change of control provide to the Employee and Employee's spouse, or the survivor, security for the life of such benefit paid in the form of a fully funded single life annuity payment or other guarantee administered by the Compensation Committee of the Board of Directors of the Employer; or ii) the actuarial lump sum equivalent of the remaining benefit shall be accelerated and paid to Employee or his surviving spouse in for her life unless she elects a single lump sum payment and the Board, in cash within fortyits sole discretion, consents to the lump sum payment. Notwithstanding anything in the preceding sentence to the contrary, if despite reasonable efforts NRG is unable to obtain insurance on the life of the Executive with a death benefit equal to the anticipated after-five (45) days following tax cost to NRG of the benefit described in the preceding sentence at an average annual premium cost of less than $7,000, then the value of such change of control. Any such annuity contract benefit payable to Executive's surviv- ing spouse or estate shall be issued by an reduced so that its after-tax cost to NRG does not exceed the amount of insurance company having an A.M. Best financial strength rating of at least A+ and a Standard & Poor's claims paying ability rating of at least AA. Actuarial equivalence shall be determined by on the Compensation Committee life of the Board of Directors of the Employer in accordance with reasonable actuarial assumptions. The Compensation Committee, with the consent and approval of the Employee, which consent and approval shall not unreasonably be withheld, shall retain an independent third party actuarial firm to determine the actuarial lump sum equivalent. In the event Executive that the Company shall elect to make payment of the SERP by annuity as provided above, upon the death of Employee's surviving spouse within the 15-year term of the SERP, the balance of any remaining SERP benefits which would have become due and owing to Employee, or to Employee's surviving spouse, shall be payable to NRG could obtain at such beneficiaries as may have been designated by Employee or Employee's surviving spouse during their respective lifetimes. In addition, in the event that, as a result of the Employer's election to make payment of the SERP by annuity as provided above, any taxable income is recognized by Employee in advance of receipt of payment of the SERP in whole or in part, Employer shall, promptly upon its calculation, advance to Employee, in cash, an amount sufficient to cover any of Employee's federal, state and local tax liability with respect to any such taxable income recognized by Employee as a consequence of Employer's election to make payment of the SERP by annuity, as well as Employee's federal, state and local tax liability with respect to such cash payment, which advance shall be repaid without interest by the employee pari pasu as Employee receives payment of such SERP. (Collectively, the General Retirement Benefits, Medical Retirement Benefits and Supplemental Retirement Benefits are referred to as "Retirement Benefits")cost.

Supplemental Retirement Benefits. Commencing on the first day of the month following termination of Employee's employment with Employer, Employee shall be entitled to receive annual benefits from Employer under a Supplemental Executive Retirement Plan ("SERP"), as described in this section ("Supplemental Retirement Benefits") in an the amount equal to Employee's salary in the final year of Employee's employment, by Employer as adjusted during the term of this AgreementThree Hundred and Twenty-Five Thousand Dollars ($325,000.00) per annum. This SERP benefit is fully vested and nonforfeitable. The foregoing SERP benefit shall be payable monthly in equal installments for a total period of fifteen (15) years of the lives of Employee and his spouse or of the survivor next following the termination of Employee's employment with Employer. As of January 1 of each year following the year in which payment of the SERP benefit commences, the amount of the SERP benefit shall be increased by a cost-of-living factor based on the increase in the Consumer Price Index-Urban Consumers for the immediately preceding calendar year. Notwithstanding the foregoing, if a change in control (as defined in Appendix A) shall occur before the SERP benefit has been fully paid, the Employer shall i) within thirty (30) days following such change of control provide to the Employee and Employee's spouse, or the survivor, security for the life of such benefit in the form of a fully funded annuity payment or other guarantee administered by the Compensation Committee of the Board of Directors of the Employer; or ii) the actuarial lump sum equivalent of the remaining benefit shall be accelerated and paid to Employee or his surviving spouse in a single lump sum in cash within forty-five (45) days following such change of control. Any such annuity contract shall be issued by an insurance company having an A.M. Best financial strength rating of at least A+ and a Standard & Poor's claims paying ability rating of at least AA. Actuarial equivalence shall be determined by the Compensation Committee of the Board of Directors of the Employer in accordance with reasonable actuarial assumptions. The Compensation Committee, with the consent and approval of the Employee, which consent and approval shall not unreasonably be withheld, shall retain an independent third party actuarial firm to determine the actuarial lump sum equivalent. In the event that the Company shall elect to make payment of the SERP by annuity as provided above, upon the death of Employee's surviving spouse within the 15-year term of the SERP, the balance of any remaining SERP benefits which would have become due and owing to Employee, or to Employee's surviving spouse, shall be payable to such beneficiaries as may have been designated by Employee or Employee's surviving spouse during their respective lifetimes. In addition, in the event that, as a result of the Employer's election to make payment of the SERP by annuity as provided above, any taxable income is recognized by Employee in advance of receipt of payment of the SERP in whole or in part, Employer shall, promptly upon its calculation, advance to Employee, in cash, an amount sufficient to cover any of Employee's federal, state and local tax liability with respect to any such taxable income recognized by Employee as a consequence of Employer's election to make payment of the SERP by annuity, as well as Employee's federal, state and local tax liability with respect to such cash payment, which advance shall be repaid without interest by the employee pari pasu as Employee receives payment of such SERP. SERP (Collectively, the General Retirement Benefits, Medical Retirement Benefits and Supplemental Retirement Benefits are referred to as "Retirement Benefits").

Supplemental Retirement Benefits. Commencing on Yellow shall provide Executive with Supplemental Retirement Benefits in accordance with this subsection (d) and Appendix A pursuant to which the first day Executive shall receive from Yellow upon his termination of employment with Yellow (and subject to the vesting provision hereinafter set forth), the difference between (i) the monthly benefit that he would have received under Section 4.4 of the month following termination Yellow Freight Office, Clerical, Sales and Supervisory Personnel Pension Plan (the “Pension Plan”) (calculated as a single life annuity payable commencing at his initial Normal Retirement Date as defined under the Pension Plan with an actuarial reduction if payment commences prior to his Normal Retirement Date) using 20 years of Employee's Credit Service as defined in the Pension Plan plus his actual Credit Service credited under the Pension Plan after five (5) years from September 6, 1996, the date of Executive’s commencement of employment with EmployerYellow’s subsidiary, Employee shall be entitled to receive annual benefits Yellow Freight System, Inc., and using compensation as defined in Section 2.1(h)2 of the Pension Plan, including Compensation previously earned during his employment with Yellow Freight System, Inc. from Employer September 6, 1996 through November 7, 1999, but without any reduction under a Supplemental Executive Retirement Plan ("SERP")Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) the monthly benefit actually payable to the Executive under Section 4.4 of the Pension Plan, calculated at the time the Executive commences payment of a Vested Pension under the Pension Plan, if any. The Executive shall vest in the Supplemental Retirement Benefit described in this section subsection ("Supplemental Retirement Benefits"d) in an amount equal to Employee's salary at the rate of 20% per year commencing on September 6, 1997 (so that he would become 100% vested on September 6, 2001), provided, however, that the Executive shall forfeit any unvested portion in the final year event of Employee's employment, by Employer as adjusted during the term of this Agreement. This SERP benefit is fully vested and nonforfeitable. The foregoing SERP benefit shall be payable monthly in equal installments for a total period of fifteen (15) years of the lives of Employee and his spouse or of the survivor next following the termination of Employee's his employment with Employer. As of January 1 of each year following the year in which payment of the SERP benefit commences, the amount of the SERP benefit shall be increased by a cost-of-living factor based on the increase in the Consumer Price Index-Urban Consumers for the immediately preceding calendar yearprior to becoming 100% vested. Notwithstanding the foregoing, if a change the Executive shall immediately become 100% vested in control (as defined in Appendix A) shall occur before the SERP benefit has been fully paidevent of the termination of his employment under circumstances entitling the Executive to benefits pursuant to Section 8. Following the termination of Executive’s employment, the Employer Supplemental Retirement Benefit described in this subsection (d) and Appendix A shall i) within thirty (30) days be payable monthly commencing no sooner than the earliest date of Executive’s eligibility to receive Retirement Benefits under the Pension Plan measured from his date of termination with Executive having the option of deciding when to commence payments following achieving such change eligibility, subject to actuarial reduction for payments commencing prior to Executive’s Normal Retirement Date, and shall continue until the Executive’s death. Upon the Executive’s death, if at the time of control provide his death payments had already commenced under the Supplemental Retirement Benefit and if he is survived by and still married to the Employee and Employee's spouseperson who was his spouse on September 6, 1996, the monthly Supplemental Retirement Benefit payable to the Executive during his life shall continue to said surviving spouse until her death. If at the time of his death, the Executive had not yet qualified for payment of a Retirement Benefit under the Pension Plan, or if Executive had qualified but payments had not yet commenced, if he is survived by and still married to the survivorperson who was his spouse on September 6, security for the life of such benefit in the form of a fully funded annuity payment or other guarantee administered by the Compensation Committee of the Board of Directors of the Employer; or ii) the actuarial lump sum equivalent of the remaining benefit shall be accelerated and paid to Employee or his surviving spouse in a single lump sum in cash within forty-five (45) days following such change of control. Any such annuity contract shall be issued by an insurance company having an A.M. Best financial strength rating of at least A+ and a Standard & Poor's claims paying ability rating of at least AA. Actuarial equivalence shall be determined by the Compensation Committee of the Board of Directors of the Employer in accordance with reasonable actuarial assumptions. The Compensation Committee, with the consent and approval of the Employee, which consent and approval shall not unreasonably be withheld, shall retain an independent third party actuarial firm to determine the actuarial lump sum equivalent. In the event that the Company shall elect to make payment of the SERP by annuity as provided above, upon the death of Employee's surviving spouse within the 15-year term of the SERP1996, the balance of any remaining SERP benefits which would have become due and owing to Employee, or to Employee's surviving spouse, Supplemental Retirement Benefit shall be payable to such beneficiaries as may said spouse no sooner than the earliest date that Executive would have been designated by Employee or Employee's eligible to receive Retirement Benefits under the Pension Plan measured from his date of death with said spouse having the option of deciding when to commence payments following the date that Executive would have achieved such eligibility, subject to actuarial reduction for payments commencing prior to the date that Executive would have reached his Normal Retirement Date, and shall continue to said surviving spouse during their respective lifetimesuntil her death. In addition, in the event that, as a result of the Employer's election to make payment of the SERP by annuity as provided above, any taxable income is recognized by Employee in advance of receipt of payment of the SERP in whole or in part, Employer shall, promptly upon its calculation, advance to Employee, in cash, an amount sufficient to cover any of Employee's federal, state and local tax liability with respect to any such taxable income recognized by Employee as a consequence of Employer's election to make payment of the SERP by annuity, as well as Employee's federal, state and local tax liability with respect to such cash payment, which advance shall be repaid without interest by the employee pari pasu as Employee receives payment of such SERP. (Collectively, the General Retirement Benefits, Medical Retirement Benefits and The Executive acknowledges that these Supplemental Retirement Benefits are referred an element of the compensation to be paid for his services and not an unfunded plan of deferred compensation within the meaning of Section 201 of the Employee Retirement Income Security Act, as "Retirement Benefits")amended.

Supplemental Retirement Benefits. Commencing Yellow shall provide Executive with supplemental retirement benefits in accordance with this subsection (e) and Appendix A pursuant to which the Executive shall receive from Yellow upon his termination of employment with Yellow (and subject to the vesting provision hereinafter set forth), the difference between (i) the monthly benefit that he would have received under Section 4.4 of the Yellow Freight Office, Clerical, Sales and Supervisory Personnel Pension Plan (the "Pension Plan") (calculated as a single life annuity payable commencing at his Normal Retirement Date as defined under the Pension Plan with an actuarial reduction if payment commences prior to his Normal Retirement Date) using 20 years of Credited Service as defined under the Pension Plan plus his actual Credited Service credited under the Pension Plan after five (5) years from the Effective Date, if any, and using Compensation as defined in Section 2.1(h)(2) of the Pension Plan but without any reduction under Section 401 (a) (17) of the internal Revenue Code of 1986, as amended (the "Code") and (ii) the monthly benefit actually payable to the Executive under Section 4.4 of the Pension Plan, calculated at the time the Executive commences payment of a Vested Pension under the Pension Plan, if any. The Executive shall vest in the supplemental retirement benefit described in this subsection (e) at the rate of 20% per year commencing on the first anniversary of the Effective Date (so that he would become 100% vested on the fifth anniversary of the Effective Date), provided, however, that the Executive shall forfeit any unvested portion in the event of the termination of his employment prior to becoming 100% vested. Notwithstanding the foregoing, the Executive shall immediately become 100% vested in the event of the termination of his employment under circumstances entitling the Executive to benefits pursuant to Section 8. The supplemental retirement benefit described in this subsection (e) and Appendix A shall be payable monthly commencing as of the last day of the month following the month of termination of Employeethe Executive's employment with Employeror, Employee shall be entitled to receive annual benefits from Employer if Executive has not yet qualified for payment of a retirement benefit under a Supplemental Executive Retirement the Pension Plan ("SERP")as of his date of termination, as described in this section ("Supplemental Retirement Benefits") in an amount equal to Employee's salary in the final year of Employee's employment, by Employer as adjusted during the term of this Agreement. This SERP benefit is fully vested and nonforfeitable. The foregoing SERP supplemental retirement benefit shall be payable monthly in equal installments for a total period of fifteen (15) years commencing as of the lives earliest date of Employee Executive's eligibility to retire under the Pension Plan subject to actuarial reduction for payments commencing prior to Executive's normal retirement date, and shall continue until the Executive's death. Upon the Executive's death, if at the time of his death he had already qualified for payment of a retirement benefit under the Pension Plan and if he is survived by and still married to the person who was his spouse or on the Effective Date, the monthly supplemental retirement benefit payable to the Executive during his life shall continue to said surviving spouse until her death. If at the time of his death, the Executive had not yet qualified for payment of a retirement benefit under the Pension Plan, if he is survived by and still married to the person who was his spouse on the effective date, said spouse shall qualify to receive the same monthly supplemental retirement benefit commencing on the last day of the survivor next following the termination of Employee's employment with Employer. As of January 1 of each year following the year month in which payment Executive would have reached his Normal Retirement Date. If the Executive at the time of his death is neither survived by or not married to the SERP benefit commences, the amount of the SERP benefit shall be increased by a cost-of-living factor based person who was his spouse on the increase in the Consumer Price Index-Urban Consumers for the immediately preceding calendar year. Notwithstanding the foregoingEffective Date, if a change in control (as defined in Appendix A) shall occur before the SERP benefit has been fully paid, the Employer shall i) within thirty (30) days following such change of control provide to the Employee and Employee's spouse, or the survivor, security for the life of such benefit in the form of a fully funded annuity payment or other guarantee administered by the Compensation Committee of the Board of Directors of the Employer; or ii) the actuarial lump sum equivalent of the remaining benefit shall be accelerated and paid to Employee or his surviving spouse in a single lump sum in cash within forty-five (45) days following such change of control. Any such annuity contract shall be issued by an insurance company having an A.M. Best financial strength rating of at least A+ and a Standard & Poor's claims paying ability rating of at least AA. Actuarial equivalence shall be determined by the Compensation Committee of the Board of Directors of the Employer in accordance with reasonable actuarial assumptions. The Compensation Committee, with the consent and approval of the Employee, which consent and approval shall not unreasonably be withheld, shall retain an independent third party actuarial firm to determine the actuarial lump sum equivalent. In the event that the Company shall elect to make payment of the SERP by annuity as provided above, upon the death of Employee's surviving spouse within the 15-year term of the SERP, the balance of any remaining SERP no further supplemental retirement benefits which would have become due and owing to Employee, or to Employee's surviving spouse, shall be payable under this subsection (e) following his death. The Executive acknowledges that these supplemental retirement benefits are an element of the compensation to such beneficiaries as may have been designated by be paid for his services and not an unfunded plan of deferred compensation within the meaning of Section 201 of the Employee or Employee's surviving spouse during their respective lifetimes. In addition, in the event thatRetirement Income Security Act, as a result of the Employer's election to make payment of the SERP by annuity as provided above, any taxable income is recognized by Employee in advance of receipt of payment of the SERP in whole or in part, Employer shall, promptly upon its calculation, advance to Employee, in cash, an amount sufficient to cover any of Employee's federal, state and local tax liability with respect to any such taxable income recognized by Employee as a consequence of Employer's election to make payment of the SERP by annuity, as well as Employee's federal, state and local tax liability with respect to such cash payment, which advance shall be repaid without interest by the employee pari pasu as Employee receives payment of such SERP. (Collectively, the General Retirement Benefits, Medical Retirement Benefits and Supplemental Retirement Benefits are referred to as "Retirement Benefits")amended.

Supplemental Retirement Benefits. Commencing on During the first day Employment Period, the Executive shall participate in a supplemental executive retirement plan ("SERP") such that the aggregate value of the retirement benefits that he and his spouse will receive at the end of the Employment Period under all defined benefit plans of NRG, NSP and their affiliates (whether qualified or not) will be not less than the aggregate value of the benefits he would have received had he continued, through the end of the Employment Period to participate in the NSP Deferred Compensation Plan, the NSP Excess Benefit Plan, and the NSP Pension Plan; provided, that benefits under the SERP, shall also include the amount, if any, that the NSP Pension Plan's actuaries reasonably estimate is necessary to compensate Executive for the monthly defined benefit payments the Executive did not receive, but would have received during the term of this Agreement and prior to the date of his actual termination of employment if monthly benefit payments had commenced at the end of the month following the month in which the Executive first became eligible for Early Retirement under the NSP Pension Plan. In addition, the SERP shall offer the Executive the option to receive his benefits thereunder in a single lump sum payment using actuarial assumptions that the NSP Pension Plan's actuaries determine are reasonable in the aggregate; provided, that such lump sum payment option shall be subject to the consent of the Board in its sole discretion and must be requested by the Executive not less than twelve months prior to the Executive's termination of Employee's employment with Employeremployment. IF THE EXECUTIVE ELECTS A LUMP SUM PAYMENT, Employee THE LUMP SUM SHALL BE CALCULATED USING THE JOINT AND SURVIVOR ANNUITY FACTORS IN EFFECT FOR 1999 UNDER THE NSP PENSION PLAN IF THE FOLLOWING PERFORMANCE GOALS HAVE BEEN ACHIEVED PRIOR TO PAYMENT OF THE LUMP SUM: EARNINGS PER SHARE (EPS) GROWTH OF 20 PERCENT PER YEAR (ASSUMING ADEQUATE EQUITY FUNDING IS PROVIDED) AND NRG RETURN GUIDELINES OF UTILITY (NSP AUTHORIZED RATE OF RETURN) PLUS 1 1/2 PERCENT LONG-TERM RETURN ON EQUITY (ROE), XN AVERAGE, FOR NEW INVESTMENTS. IF THE ROE GOAL IS NOT ACHIEVED, The ADDITIONAL BENEFIT DERIVED FROM THE USE OF THE 1999 JOINT AND SURVIVOR ANNUITY FACTORS WILL BE PRORATED PROVIDED THAT THE EPS GOAL IS MET AND AVERAGE ANNUAL ROE XX AT LEAST 8 PERCENT. FOR EXAMPLE, IF, ON AVERAGE, 20 PERCENT EPS GROWTH AND A ROE XX UTILITY PLUS 1 1/2 PERCENT is ACHIEVED, THE FULL JOINT AND SURVIVOR BENEFIT WILL BE PROVIDED. IF AVERAGE ANNUAL ROE XX 8 PERCENT OR LESS, NO BENEFIT BASED ON THE JOINT AND SURVIVOR ANNUITY FACTORS WILL BE PROVIDED. Finally, if the Executive dies while employed, or deemed pursuant to paragraph (a) of section 5 to be employed by NRG, his surviving spouse (or, if, he has no surviving spouse, his estate) shall be entitled to receive annual benefits from Employer under a Supplemental benefit equal in value to the difference between the pension benefit that the Executive Retirement Plan would have received if he had retired ("SERP"), as described in this section ("Supplemental Retirement Benefits"rather than died ) in an amount equal to Employee's salary on the date of his death and received a lump sum pension benefit and the lump sum value of the pension payable in the final year of Employee's employment, by Employer as adjusted during the term absence of this Agreement. This SERP provision; provided, that in the case where the Executive has no surviving spouse, the benefit is fully vested and nonforfeitable. The foregoing SERP benefit pursuant to this sentence shall be payable monthly paid in equal installments for a total period of fifteen (15) years of lump sum; and provided, further, that in the lives of Employee and his spouse or of case where the survivor next following the termination of Employee's employment with Employer. As of January 1 of each year following the year in which payment of the SERP benefit commencesExecutive has a surviving spouse, the amount of the SERP benefit pursuant to this sentence shall be increased by a cost-of-living factor based on the increase in the Consumer Price Index-Urban Consumers for the immediately preceding calendar year. Notwithstanding the foregoing, if a change in control (as defined in Appendix A) shall occur before the SERP benefit has been fully paid, the Employer shall i) within thirty (30) days following such change of control provide to the Employee and Employee's spouse, or the survivor, security for the life of such benefit paid in the form of a fully funded single life annuity payment or other guarantee administered by the Compensation Committee of the Board of Directors of the Employer; or ii) the actuarial lump sum equivalent of the remaining benefit shall be accelerated and paid to Employee or his surviving spouse in for her life unless she elects a single lump sum payment and the Board, in cash within forty-five (45) days following such change of controlits sole discretion, consents to the lump sum payment. Any such annuity contract shall be issued by an Notwithstanding anything in the preceding sentence to the contrary, if despite reasonable efforts NRG is unable to obtain insurance company having an A.M. Best financial strength rating of at least A+ and a Standard & Poor's claims paying ability rating of at least AA. Actuarial equivalence shall be determined by on the Compensation Committee life of the Board of Directors Executive with a death benefit equal to the anticipated after-tax cost to NRG of the Employer benefit described in accordance with reasonable actuarial assumptions. The Compensation Committeethe preceding sentence at an average annual premium cost of less than $7,000, with then the consent and approval value of the Employee, which consent and approval shall not unreasonably be withheld, shall retain an independent third party actuarial firm such benefit payable to determine the actuarial lump sum equivalent. In the event that the Company shall elect to make payment of the SERP by annuity as provided above, upon the death of EmployeeExecutive's surviving spouse within or estate shall be reduced so that its after-tax cost to NRG does not exceed the 15-year term amount of insurance on the life of the SERP, the balance of any remaining SERP benefits which would have become due and owing to Employee, or to Employee's surviving spouse, shall be payable to Executive that NRG could obtain at such beneficiaries as may have been designated by Employee or Employee's surviving spouse during their respective lifetimes. In addition, in the event that, as a result of the Employer's election to make payment of the SERP by annuity as provided above, any taxable income is recognized by Employee in advance of receipt of payment of the SERP in whole or in part, Employer shall, promptly upon its calculation, advance to Employee, in cash, an amount sufficient to cover any of Employee's federal, state and local tax liability with respect to any such taxable income recognized by Employee as a consequence of Employer's election to make payment of the SERP by annuity, as well as Employee's federal, state and local tax liability with respect to such cash payment, which advance shall be repaid without interest by the employee pari pasu as Employee receives payment of such SERP. (Collectively, the General Retirement Benefits, Medical Retirement Benefits and Supplemental Retirement Benefits are referred to as "Retirement Benefits")cost.