Common use of Supplemental Retirement Benefit Clause in Contracts

Supplemental Retirement Benefit. In addition to any retirement or severance benefit to which the Employee is entitled under the Pension Plan, the Employee shall receive in cash, an amount equivalent of the excess of (i) over (ii), where (i) equals the aggregate amount of the retirement pension (calculated as a straight life annuity payable to Employee on his normal retirement date) to which Employee would have been entitled under the terms of the Pension Plan and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employee, if Employee were fully vested thereunder (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on the amount of compensation used in the calculation of the regular pension thereunder, (y) any offset thereunder for severance allowances payable hereunder or (z) any amendment to such plans made prior to the Employee's Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where (ii) equals the amount of the retirement pension (calculated as a straight 1ife annuity payable to Employee on his normal retirement date),if any, to which Employee is entitled pursuant to the provisions of the Pension Plan and such other plans. For purposes of Clause (i) of this Paragraph (d), the amount payable pursuant to Paragraph (a) of this Appendix D, shall be deemed to represent the Employee's earnings for the period of months equal to the Measuring Period, and for purposes of this Paragraph (d), "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Pension Plan immediately prior to the Date of Termination. All other terms used in this Paragraph (d) shall have the same meanings, respectively, as such terms have in the Pension Plan, unless otherwise required by the context.

Supplemental Retirement Benefit. In addition to any retirement or severance benefit You have been provided with a Supplemental Retirement Benefit pursuant to which you shall be entitled to receive a pension calculated in accordance with the Employee is entitled provisions of the Pension-Retirement Plan of The Pittston Company and Its Subsidiaries (the "Pittston Pension Plan") (except that the limitations set forth in Section 13.01(a) thereof and in the second paragraph of Section 13.07 thereof shall be disregarded) with full credit for determining your benefit accrual for the period of your employment with Freeport-McMoRan Inc., the Company or any of their respective Affiliates (as hereinafter defined) or predecessor companies. The amount of such Supplemental Retirement Benefit will be offset by the following: -- the amount of any benefit payable to you in respect to the Freeport-McMoRan Retirement Plan; -- the amount of any benefit payable to you under the Pension Plan, the Employee shall receive in cash, an amount equivalent of the excess of (i) over (ii), where (i) equals the aggregate amount of the retirement pension (calculated as a straight life annuity payable to Employee on his normal retirement date) to which Employee would have been entitled under the terms of the Pittston Pension Plan and any other qualified or non-qualified defined benefit pension plan maintained by of the Company Company; and covering the Employee, if Employee were fully vested thereunder (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on -- the amount of compensation used any general offset specifically set forth in the calculation Pittston Pension Plan (it being understood and agreed that any such offset shall be applied without duplication of any offset (whether in respect of the regular pension thereunder, (ySocial Security taxable wage base or otherwise) any offset thereunder for severance allowances payable hereunder or (z) any amendment to such plans made prior to the Employee's Date of Termination, which amendment adversely affects taken into account in any manner the computation of retirement calculating benefits under such plans) and had accumulated an additional period Plan). For purposes of months of credited service after determining the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthdaynet Supplemental Retirement Benefit under this Section 3(c), and, where (ii) equals the Supplemental Retirement Benefit before offset and the amount of the retirement pension benefits which offset the Supplemental Retirement Benefit shall be calculated on an actuarially equivalent basis (calculated as a straight 1ife annuity payable to Employee on his normal retirement date),if anyi.e., to which Employee is entitled pursuant assuming the same frequency of payments (e.g., monthly), the same commencement date for payments, and to the provisions extent feasible the same form of annuity (e.g., single life annuity)). It is the intention of the parties that payments under this Section 3(c) shall be made to you (or your beneficiary) at such time and in such manner as provided for under the Pittston Pension Plan and such other plans. For purposes that the procedures, terms and provisions of Clause (i) of this Paragraph (d)that Plan, the amount payable pursuant to Paragraph (a) of this Appendix Dgenerally, shall be deemed applicable hereunder. The obligation of the Company under this Section 3(c) to represent provide a pension and the Employee's earnings obligations of the Company under Section 4 below shall continue in effect notwithstanding the termination (for any reason) of your employment with the period of months equal to the Measuring Period, Company and for purposes of this Paragraph (d), "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Pension Plan immediately prior to the Date of Terminationits Affiliates. All other terms As used in this Paragraph (d) Agreement, the term "affiliate" shall have the same meanings, respectively, meaning ascribed thereto in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as such terms have in effect on the Pension Plan, unless otherwise required by the contextdate of this Agreement.

Supplemental Retirement Benefit. In addition (a) Employer shall pay Employee an annual supplemental retirement benefit equal to any retirement or severance the excess (if any) of (i) the annual benefit that Employee would have earned pursuant to which the Pension Plan if 100 percent of Employee's annual compensation that is disregarded for Pension Plan purposes solely because of the limit imposed by Section 401(a)(17) is added to the amount of Employee's annual Base Salary actually taken into account pursuant to the Pension Plan and if Internal Revenue Code Section 415 is disregarded, minus (ii) the annual benefit actually payable to Employee is entitled pursuant to the Pension Plan. (b) For the purposes of paragraph 1, Employee's actual Pension Plan benefit will be Employee's accrued benefit under the Pension Plan, expressed in the Employee shall receive in cash, an amount equivalent form of a single life annuity for Employee's life beginning at age 65 and determined as of the excess date Employee begins to receive the supplemental retirement plan benefit (but without regard to whether payments of the Pension Plan benefit have commenced). (c) The supplemental retirement benefit described in paragraph 1 shall be payable in monthly installments commencing on the first day of the month following the latest of (i) over (ii), where (i) equals the aggregate amount Employee's receipt of the retirement pension (calculated as a straight life annuity payable to Employee on his normal retirement date) to which Employee would have been entitled all payments due under the terms of the Pension Plan Employment Agreement between Employee and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the EmployeeEmployer, if Employee were fully vested thereunder (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on the amount of compensation used in the calculation of the regular pension thereunder, (y) any offset thereunder for severance allowances payable hereunder or (z) any amendment to such plans made prior to the Employee's Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where (ii) equals Employee's termination of employment with Employer, or (iii) Employee's 55th birthday. (d) The supplemental retirement benefit described in this paragraph 1 shall be paid in the amount form of the retirement pension (calculated an actuarially reduced joint and 50 percent survivor benefit with Employee's spouse as a straight 1ife annuity payable to Employee on his normal retirement date),if anysurvivor annuitant; provided, to which Employee is entitled pursuant to the provisions of the Pension Plan and such other plans. For purposes of Clause however, that: (i) If Employee simultaneously commences receipt of Employee's Pension Plan benefit, then the benefit under this Paragraph (d), the amount payable pursuant to Paragraph (a) of this Appendix D, paragraph 1 shall be deemed to represent paid in the same form as Employee's earnings for the period Pension Plan benefit; (ii) If Employee shall receive payment of months equal to the Measuring Period, and for purposes of this Paragraph (d), "actuarial equivalent" shall be determined using the same methods and assumptions utilized Employee's benefit under the Pension Plan in a form other than a single life annuity for Employee's life, then the supplement retirement benefit under this paragraph 1 shall be converted to the same form of payment, using the factors applied to determine actuarial equivalents under the Pension Plan at the time payments begin; and (iii) If Employee or his beneficiaries shall receive payment of Employee's benefit under the Pension Plan prior to Employee's attainment of age 62, then the supplement retirement benefit under this paragraph 1 shall be subject to the same early retirement reduction, using the factors applied to determine early retirement benefits under the Pension Plan at the time payments begin. Notwithstanding the foregoing, if Employee dies prior to commencing receipt of payments under this paragraph 1, Employee's surviving spouse shall receive an actuarially reduced 50 percent survivor benefit determined as if Employee retired on the latest date described in (c) above and immediately commenced receipt of payments under both this paragraph 1 and the Pension Plan in the form of an actuarially reduced joint and 50 percent survivor benefit with his spouse as survivor annuitant. If Employee has no spouse at the time of Employee's death, no survivor benefits shall be paid pursuant to this paragraph 1. (e) Employer shall establish a "grantor trust" (as that term is defined in Internal Revenue Code Section 671) to aid it in the accumulation and payment of the supplemental retirement benefit described in this paragraph 1; provided that the trust shall be established with the intention that the creation and funding of the trust shall not result in the recognition of gross income by Employee of any amount credited under the trust prior to the date the amount is paid or made available. Assets of the trust, and any other assets set aside by Employer to satisfy its obligations under this Agreement, shall remain at all times subject to the claims of Employer's general creditors. Employee and his beneficiaries shall not have any rights under this paragraph 1 that are senior to the claims of general unsecured creditors of Employer. Notwithstanding any other term or provision of this Agreement or the trust, within ten business days following Employee's termination of employment with Employer due to Employee's retirement, disability or death, or, if earlier, immediately prior to the Date effective date of Termination. All other terms used a "Change of Control" (as defined in this Paragraph the employment agreement between Employee and Employer), Employer shall fully fund the trust (d) shall have using the same meanings, respectively, as such terms have actuarial assumptions used to establish funding in the Pension Plan) for all benefits earned pursuant to this Agreement through the date of Employee's termination of employment or the effective date of the Change of Control, unless otherwise required by as applicable. (f) The right to receive the contextsupplemental retirement benefit described in this paragraph 1 shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance, nor subject to attachment, garnishment, levy, execution or other legal or equitable process for the debts, contracts or liabilities of Employee or his beneficiaries.

Supplemental Retirement Benefit. In addition On her Normal Retirement Date or Early Retirement Date the employee shall be entitled to any retirement receive in monthly installments for two hundred forty (240) months a Supplemental Retirement Benefit determined according to whichever shall be applicable of subparagraphs (a), (b) or severance (c) hereof. (a) If the Employee has remained continuously in the employ of the savings bank until her Normal Retirement Date, the Supplemental Retirement Benefit to which she will be entitled pursuant to this Paragraph 3 shall be an amount equal to (1) minus (2) where (1) is the "Basic Floor Benefit" equal to 75% of the high five-year average salary as defined in the Qualified Plan; and where (2) is an "adjusted Pension Benefit" which is the actuarial equivalent of the normal form of benefit under the Qualified Plan payable in the form of a life annuity in monthly installments to the Employee with a provision that if the Employee should die after the commencement of the monthly installments but before two hundred forty (240) installments have fallen due, the remainder of such two hundred forty (240) monthly installments would be paid to the Employee's beneficiaries. The Supplemental Retirement Benefit determined according to the terms of this subparagraph 3 (a) shall be payable to the Employee in the form of monthly installments commencing on the Employee's Normal Retirement Date and continuing throughout two hundred forty (240) months; provided however that in the event (1) the Employee dies; and (2) the payment of monthly installments have theretofore commenced to the Employee; and (3) two hundred forty (240) monthly installments have not fallen due; then the monthly installments shall be paid to the Employee's beneficiaries for the balance of the period until the remainder of such two hundred forty (240) monthly installments have been paid. (b) If the Employee elects to take an early retirement, the Supplemental Retirement Benefit to which the Employee is entitled under the Pension Plan, the Employee shall receive in cash, an amount equivalent of the excess of (i) over (ii), where (i) equals the aggregate amount of the retirement pension (calculated as a straight life annuity payable to Employee on his normal retirement date) to which Employee would have been entitled under the terms of the Pension Plan and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employee, if Employee were fully vested thereunder (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on the amount of compensation used in the calculation of the regular pension thereunder, (y) any offset thereunder for severance allowances payable hereunder or (z) any amendment to such plans made prior to the Employee's Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where (ii) equals the amount of the retirement pension (calculated as a straight 1ife annuity payable to Employee on his normal retirement date),if any, to which Employee is entitled pursuant to the provisions of the Pension Plan and such other plans. For purposes of Clause (i) this Paragraph 3 shall be her Accrued Benefit as of this Paragraph (d), the amount payable pursuant to Paragraph (a) of this Appendix D, shall be deemed to represent the Employee's earnings for the period of months equal to the Measuring Period, and for purposes of this Paragraph (d), "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Pension Plan immediately prior to the Date of Termination. All other terms used in this Paragraph (d) shall have the same meanings, respectively, as such terms have in the Pension Plan, unless otherwise required by the contextEarly Retirement Date.

Supplemental Retirement Benefit. In addition to any retirement or severance benefit to which the Employee is entitled under the Pension Plan, the Employee shall receive in cash, an amount equivalent of the excess of (i) over The Executive will receive a supplemental pension benefit (ii)“Supplemental Pension”) in an amount equal to (A) the Hypothetical Prior Employer Pension Benefits, where minus (iB) equals the aggregate amount sum of the retirement pension (calculated as a straight life annuity Actual Company Pension Benefits, Actual Prior Employer Pension Benefits, and benefits paid or payable to Employee on his normal retirement date) to which Employee would have been entitled the Executive under the terms of the Pension Plan and any other employer’s qualified or and non-qualified defined benefit pension plan maintained with respect to service prior to the Effective Date. If the remainder is zero or less, no amount shall be payable by the Company hereunder. (ii) The Supplemental Pension will vest on the Effective Date. Notwithstanding, the Supplemental Pension benefit will be forfeited (and covering any amount paid to the EmployeeExecutive shall be promptly refunded to the Company) upon the Executive’s Separation from Service (as hereinafter defined) without Good Reason (as hereinafter defined), before the third (3rd) anniversary of the Effective Date, to accept employment or any other position with in either case substantially comparable compensation elsewhere at any time within one (1) year after such Separation from Service. (iii) The Supplemental Pension will be payable as of the date of Executive’s Separation from Service or an earlier 409A Change in Control (both such terms as hereinafter defined; and, for the avoidance of doubt, no further amount shall be payable upon any Separation from Service occurring after a 409A Change in Control), or such later date as required under 409A, in a lump sum equal to the Actuarial Equivalent present value of an annuity, based on the accrued vested benefit due under the first sentence of Section 6(b)(i), determined as of the date payment is due. If the Executive is a Specified Employee (as hereinafter defined) as of his Separation from Service, the Supplemental Pension shall be paid in a lump sum or payments will commence, as provide herein, to the Executive on the date that is the first day of the seventh (7th) month after the date of his Separation from Service or, if Employee were fully vested thereunder earlier, the date of the Executive’s death following such Separation from Service (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on with the amount of compensation used in such Actuarial Equivalent lump sum (or other form of payment as may be provided, below) calculated as of such payment date as if such date was the calculation date of Separation from Service) (the “Six-Month Delay Requirement”). In the event of a Separation from Service by reason of the regular pension thereunder, (y) any offset thereunder for severance allowances payable hereunder Executive’s death or (z) any amendment to such plans made prior to the Employee's Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits Executive’s death after a Separation from Service but before payments under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where (ii) equals the amount of the retirement pension (calculated as a straight 1ife annuity payable to Employee on his normal retirement date),if any, to which Employee is entitled pursuant to the provisions of the Pension Plan and such other plans. For purposes of Clause (i) of this Paragraph (dSection 6(b)(iii), the amount of such lump sum payment to the beneficiary designated by the Executive in writing to the Company during his lifetime (or, if no such beneficiary is designated, to the Executive’s estate) shall equal the lump sum payment that would have been payable pursuant to Paragraph the Executive if he had been alive on the date of payment. The Supplemental Pension benefit may, at the election of the Executive (amade in accordance with 409A), also be paid in the form of a mutually agreeable commercially available annuity, life insurance contract or such other Actuarially Equivalent mutually agreeable forms. The parties acknowledge that, prior to December 31, 2007, the Executive elected, and the Company agreed, to change the form of payment to the form of fifteen (15) of this Appendix Dequal annual installments, by executing a mutually acceptable payment election form with the Company. During the period January 1, 2008 through December 31, 2008, in allowable circumstances under 409A, as determined by the Board, the Executive shall be deemed permitted to represent elect to change the Employee's earnings form of payment to another form of payment permitted under this Section 6(b)(iii), provided that such election shall not provide for the period of months equal any payment during 2008 not otherwise then payable hereunder and shall not postpone any payment otherwise payable during 2008 hereunder. In addition to the Measuring Periodright of the Executive to make an election under the immediately preceding sentence, on or after January 1, 2008 Executive may elect to change the form of payment under this Section 6(b)(iii), by executing a mutually acceptable payment election form with the Company, provided that, to the extent required by 409A and except as provided in the preceding sentence, such payment election form (A) shall be executed at least twelve (12) months prior to the date payment was otherwise scheduled to be made, (B) shall not take effect until at least twelve (12) months after the date on which the election is made, and for (C) shall specify a payment or payment commencement date that is at least five (5) years after the date payment was otherwise scheduled to be made or commenced. (iv) For purposes of this Paragraph (d)Agreement, "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Pension Plan immediately prior to the Date of Termination. All other terms used in this Paragraph (d) shall set forth below have the same following meanings, respectively, as such terms have in the Pension Plan, unless otherwise required by the context.:

Supplemental Retirement Benefit. In addition (a) Subject to the minimum benefit provisions in paragraph 2, Employer shall pay Employee an annual supplemental retirement benefit equal to the excess (if any) of: (i) the annual benefit that Employee would have earned pursuant to the “traditional” formula set forth in Article V of Pension Plan (as in effect on January 1, 2013), if all of the modifications described in paragraph 1(b) below are applied in calculating such “traditional” benefit; minus (ii) subject to the limitation described in paragraph 1(c) below, the annual benefit actually payable to Employee pursuant to the Pension Plan. (b) For purposes of calculating the annual benefit described in clause (i) of paragraph 1(a), the following modifications shall be applied (notwithstanding any retirement contrary term or severance provision of the Pension Plan): (i) any future freeze or termination of the Pension Plan, and any amendment, freeze or termination of the “traditional” formula set forth in Article V of the Pension Plan (as in effect on January 1, 2013), shall be disregarded; (ii) Employee’s compensation (used for benefit accrual purposes) shall include any voluntary elective deferrals that Employee elects to which make to the Employee is entitled Deferred Compensation Plan for Certain Executive Employees of Community Bank System, Inc.; (iii) the compensation limit imposed by Internal Revenue Code Section 401(a)(17) shall be disregarded; (iv) the maximum benefit limit imposed by Internal Revenue Code Section 415 shall be disregarded; and (v) all of Employee’s years of service with Employer shall be taken into account. (c) For the purposes of clause (ii) of paragraph 1(a), Employee’s actual Pension Plan benefit will be Employee’s accrued benefit under the Pension Plan, determined without regard to the portion of Employee’s accrued Pension Plan benefit that is attributable to amounts previously accumulated by or on behalf of Employee pursuant to the Deferred Compensation Plan for Certain Executive Employees of Community Bank System, Inc. Such accrued benefit shall receive be expressed in cash, an amount equivalent the form of a single life annuity for Employee’s life beginning at age 65 and determined as of the excess of date Employee begins to receive the supplemental retirement plan benefit (i) over (ii), where (i) equals the aggregate amount of the retirement pension (calculated as a straight life annuity payable but without regard to Employee on his normal retirement date) to which Employee would have been entitled under the terms whether payments of the Pension Plan and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employeehave commenced). However, if Employee were fully vested thereunder (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on the amount of compensation used in the calculation event payments of the regular pension thereundersupplemental retirement benefit commence before payments of Employee’s Pension Plan benefit commence, the supplemental retirement benefit shall be adjusted (yif necessary) prospectively to reflect any offset thereunder for severance allowances payable hereunder or (z) any amendment difference between the Pension Plan benefit calculated pursuant to such plans made prior to the Employee's Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where clause (ii) equals of paragraph 1(a) at the amount time payments of the supplemental retirement pension (calculated as a straight 1ife annuity payable to Employee on his normal retirement date),if any, to which Employee is entitled pursuant to the provisions of benefit commence and the Pension Plan and such other plans. For purposes of Clause benefit calculated pursuant to clause (iii) of this Paragraph (d), paragraph 1(a) at the amount payable pursuant to Paragraph (a) time payments of this Appendix D, shall be deemed to represent the Employee's earnings for the period of months equal to the Measuring Period, and for purposes of this Paragraph (d), "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the ’s Pension Plan immediately prior to the Date of Termination. All other terms used in this Paragraph (d) shall have the same meanings, respectively, as such terms have in the Pension Plan, unless otherwise required by the contextbenefit commence.

Supplemental Retirement Benefit. In addition (a) Employer shall pay Employee an annual supplemental retirement benefit equal to any retirement or severance the excess (if any) of (i) the annual benefit that Employee would have earned pursuant to which the Pension Plan if 100 percent of Employee's annual compensation that is disregarded for Pension Plan purposes solely because of the limit imposed by Section 401(a)(17) is added to the amount of Employee's annual compensation actually taken into account pursuant to the Pension Plan and if Internal Revenue Code Section 415 is disregarded, minus (ii) the annual benefit actually payable to Employee is entitled pursuant to the Pension Plan. (b) For the purposes of paragraph 1, Employee's actual Pension Plan benefit will be Employee's accrued benefit under the Pension Plan, expressed in the Employee shall receive in cash, an amount equivalent form of a single life annuity for Employee's life beginning at age 65 and determined as of the excess date Employee begins to receive the supplemental retirement plan benefit (but without regard to whether payments of the Pension Plan benefit have commenced). (c) The supplemental retirement benefit described in paragraph 1 shall be payable in monthly installments commencing on the first day of the month following the latest of (i) over (ii), where (i) equals the aggregate amount Employee's receipt of the retirement pension (calculated as a straight life annuity payable to Employee on his normal retirement date) to which Employee would have been entitled all payments due under the terms of the Pension Plan Employment Agreement between Employee and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the EmployeeEmployer, if Employee were fully vested thereunder (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on the amount of compensation used in the calculation of the regular pension thereunder, (y) any offset thereunder for severance allowances payable hereunder or (z) any amendment to such plans made prior to the Employee's Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where (ii) equals Employee's termination of employment with Employer, or (iii) Employee's 55th birthday. (d) The supplemental retirement benefit described in this paragraph 1 shall be paid in the amount form of the retirement pension (calculated an actuarially reduced joint and 50 percent survivor benefit with Employee's spouse as a straight 1ife annuity payable to Employee on his normal retirement date),if anysurvivor annuitant; provided, to which Employee is entitled pursuant to the provisions of the Pension Plan and such other plans. For purposes of Clause however, that: (i) If Employee simultaneously commences receipt of Employee's Pension Plan benefit, then the benefit under this Paragraph (d), the amount payable pursuant to Paragraph (a) of this Appendix D, paragraph 1 shall be deemed to represent paid in the same form as Employee's earnings for the period Pension Plan benefit; (ii) If Employee shall receive payment of months equal to the Measuring Period, and for purposes of this Paragraph (d), "actuarial equivalent" shall be determined using the same methods and assumptions utilized Employee's benefit under the Pension Plan in a form other than a single life annuity for Employee's life, then the supplemental retirement benefit under this paragraph 1 shall be converted to the same form of payment, using the factors applied to determine actuarial equivalents under the Pension Plan at the time payments begin; and (iii) If Employee or his beneficiaries shall receive payment of Employee's benefit under the Pension Plan prior to Employee's attainment of age 62, then the supplement retirement benefit under this paragraph 1 shall be subject to the same early retirement reduction, using the factors applied to determine early retirement benefits under the Pension Plan at the time payments begin. Notwithstanding the foregoing, if Employee dies prior to commencing receipt of payments under this paragraph 1, Employee's surviving spouse shall receive an actuarially reduced 50 percent survivor benefit determined as if Employee retired on the latest date described in (c) above and immediately commenced receipt of payments under both this paragraph 1 and the Pension Plan in the form of an actuarially reduced joint and 50 percent survivor benefit with his spouse as survivor annuitant. If Employee has no spouse at the time of Employee's death, no survivor benefits shall be paid pursuant to this paragraph 1. (e) Employer shall establish a "grantor trust" (as that term is defined in Internal Revenue Code Section 671) to aid it in the accumulation and payment of the supplemental retirement benefit described in this paragraph 1; provided that the trust shall be established with the intention that the creation and funding of the trust shall not result in the recognition of gross income by Employee of any amount credited under the trust prior to the date the amount is paid or made available. Assets of the trust, and any other assets set aside by Employer to satisfy its obligations under this Agreement, shall remain at all times subject to the claims of Employer's general creditors. Employee and his beneficiaries shall not have any rights under this paragraph 1 that are senior to the claims of general unsecured creditors of Employer. Notwithstanding any other term or provision of this Agreement or the trust, within ten business days following Employee's termination of employment with Employer due to Employee's retirement, disability or death, or, if earlier, immediately prior to the Date effective date of Termination. All other terms used a "Change of Control" (as defined in this Paragraph the employment agreement between Employee and Employer), Employer shall fully fund the trust (d) shall have using the same meanings, respectively, as such terms have actuarial assumptions used to establish funding in the Pension Plan) for all benefits earned pursuant to this Agreement through the date of Employee's termination of employment or the effective date of the Change of Control, unless otherwise required by as applicable. (f) The right to receive the contextsupplemental retirement benefit described in this paragraph 1 shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance, nor subject to attachment, garnishment, levy, execution or other legal or equitable process for the debts, contracts or liabilities of Employee or his beneficiaries.

Supplemental Retirement Benefit. In addition Notwithstanding any provision of this Agreement to any retirement or severance the contrary, in the event that the Company ceases benefit to which the Employee is entitled accruals for employees under the plans covered by (iv)(A) below effective as of December 31, 2015, benefits under the Executive’s Supplemental Pension Planas defined and described below in this Section 6(b) will cease to accrue under this Agreement as of December 31, 2015, meaning that the Employee Executive’s Hypothetical Prior Employment Pension Benefits shall receive not be credited with compensation earned for periods after December 31, 2015 for purposes of computing a benefit under this Section 6(b), including Sections 6(b)(iv)(E) and (F). The Executive specifically agrees that this cessation of benefit accruals under the Executive’s Supplemental Pension shall not be a violation of Section 6(a) nor ‘Good Reason’ as defined in cash, an amount equivalent of the excess of Section 7(e). (i) over The Executive will receive a supplemental pension benefit (ii)‘Supplemental Pension’) in an amount equal to (A) the Hypothetical Prior Employer Pension Benefits, where minus (iB) equals the aggregate amount sum of the retirement pension (calculated as a straight life annuity Actual Company Pension Benefits, Actual Prior Employer Pension Benefits, and benefits paid or payable to Employee on his normal retirement date) to which Employee would have been entitled the Executive under the terms of the Pension Plan and any other employer’s qualified or and non-qualified defined benefit pension plan maintained with respect to service prior to the Effective Date. If the remainder is zero or less, no amount shall be payable by the Company and covering hereunder. (ii) The Supplemental Pension is fully vested. (iii) The Supplemental Pension will be payable as of the Employeedate of Executive’s Separation from Service or an earlier 409A Change in Control (both such terms as hereinafter defined; and, for the avoidance of doubt, no further amount shall be payable upon any Separation from Service occurring after a 409A Change in Control), or such later date as required under 409A, in a lump sum equal to the Actuarial Equivalent present value of an annuity, based on the accrued vested benefit due under the first sentence of Section 6(b)(i), determined as of the date payment is due. If the Executive is a Specified Employee (as hereinafter defined) as of his Separation from Service, the Supplemental Pension shall be paid in a lump sum or payments will commence, as provide herein, to the Executive on the date that is the first day of the seventh (7th) month after the date of his Separation from Service or, if Employee were fully vested thereunder earlier, the date of the Executive’s death following such Separation from Service (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on with the amount of compensation used in such Actuarial Equivalent lump sum (or other form of payment as may be provided, below) calculated as of such payment date as if such date was the calculation date of Separation from Service) (the ‘Six-Month Delay Requirement’). In the event of a Separation from Service by reason of the regular pension thereunder, (y) any offset thereunder for severance allowances payable hereunder Executive’s death or (z) any amendment to such plans made prior to the Employee's Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits Executive’s death after a Separation from Service but before payments under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where (ii) equals the amount of the retirement pension (calculated as a straight 1ife annuity payable to Employee on his normal retirement date),if any, to which Employee is entitled pursuant to the provisions of the Pension Plan and such other plans. For purposes of Clause (i) of this Paragraph (dSection 6(b)(iii), the amount of such lump sum payment to the beneficiary designated by the Executive in writing to the Company during his lifetime (or, if no such beneficiary is designated, to the Executive’s estate) shall equal the lump sum payment that would have been payable pursuant to Paragraph the Executive if he had been alive on the date of payment. The Supplemental Pension benefit may, at the election of the Executive (amade in accordance with 409A), also be paid in the form of a mutually agreeable commercially available annuity, life insurance contract or such other Actuarially Equivalent mutually agreeable forms. The parties acknowledge that, prior to December 31, 2007, the Executive elected, and the Company agreed, to change the form of payment to the form of fifteen (15) equal annual installments, by executing a mutually acceptable payment election form with the Company. Executive may elect to change the form of payment under this Appendix DSection 6(b)(iii), by executing a mutually acceptable payment election form with the Company, provided that, to the extent required by 409A and except as provided in the preceding sentence, such payment election form (A) shall be deemed to represent the Employee's earnings for the period of executed at least twelve (12) months equal prior to the Measuring Perioddate payment was otherwise scheduled to be made, (B) shall not take effect until at least twelve (12) months after the date on which the election is made, and for (C) shall specify a payment or payment commencement date that is at least five (5) years after the date payment was otherwise scheduled to be made or commenced. (iv) For purposes of this Paragraph (d)Agreement, "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Pension Plan immediately prior to the Date of Termination. All other terms used in this Paragraph (d) shall set forth below have the same following meanings, respectively, as such terms have in the Pension Plan, unless otherwise required by the context.:

Supplemental Retirement Benefit. In addition (a) Employer shall pay Employee an annual supplemental retirement benefit equal to any retirement or severance benefit to which the Employee is entitled under the Pension Plan, the Employee shall receive in cash, an amount equivalent of the excess (if any) of (i) over (ii), where (i) equals the aggregate amount of the retirement pension (calculated as a straight life annuity payable to Employee on his normal retirement date) to which annual benefit that Employee would have been entitled under earned pursuant to the terms Pension Plan if 100 percent of Employee's annual compensation that is disregarded for Pension Plan purposes solely because of the limit imposed by Section 401(a)(17) is added to the amount of Employee's annual compensation actually taken into account pursuant to the Pension Plan and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employeeif Internal Revenue Code Section 415 is disregarded, if Employee were fully vested thereunder (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on the amount of compensation used in the calculation of the regular pension thereunder, (y) any offset thereunder for severance allowances payable hereunder or (z) any amendment to such plans made prior to the Employee's Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where minus (ii) equals the amount of the retirement pension (calculated as a straight 1ife annuity annual benefit actually payable to Employee on his normal retirement date),if any, to which Employee is entitled pursuant to the Pension Plan. For purposes of calculating the annual benefit described in clause (i) of this paragraph 1(a), the provisions of the Pension Plan and that describe a minimum normal retirement benefit for Employee shall be disregarded. Any such other plans. For minimum annual benefit actually payable pursuant to the Pension Plan, however, shall be taken into account for purposes of Clause clause (ii) of this paragraph 1(a). (b) For the purposes of paragraph 1, Employee's actual Pension Plan benefit will be Employee's accrued benefit under the Pension Plan, expressed in the form of a single life annuity for Employee's life beginning at age 65 and determined as of the date Employee begins to receive the supplemental retirement plan benefit (but without regard to whether payments of the Pension Plan benefit have commenced). (c) The supplemental retirement benefit described in paragraph 1 shall be payable in monthly installments commencing on the first day of the month following the later of (i) Employee's receipt of this Paragraph all payment due under the terms of his employment agreement with Employer, or (ii) Employee's termination of employment with Employer. (d), the amount payable pursuant to Paragraph (a) of The supplemental retirement benefit described in this Appendix D, paragraph 1 shall be deemed to represent paid in the form of an actuarially reduced joint and 50 percent survivor benefit with Employee's earnings for spouse as survivor annuitant; provided, however, that: (i) If Employee simultaneously commences receipt of Employee's Pension Plan benefit, then the period of months equal to the Measuring Period, and for purposes of benefit under this Paragraph (d), "actuarial equivalent" paragraph 1 shall be determined using paid in the same methods and assumptions utilized form as Employee's Pension Plan benefit; (ii) If Employee shall receive payment of Employee's benefit under the Pension Plan in a form other than a single life annuity for Employee's life, then the supplement retirement benefit under this paragraph 1 shall be converted to the same form of payment, using the factors applied to determine actuarial equivalents under the Pension Plan at the time payments begin; and (iii) If Employee or his beneficiaries shall receive payment of Employee's benefit under the Pension Plan prior to Employee's attainment of age 62, then the supplement retirement benefit under this paragraph 1 shall be subject to the same early retirement reduction, using the factors applied to determine early retirement benefits under the Pension Plan at the time payments begin. Notwithstanding the foregoing, if Employee dies prior to commencing receipt of payments under this paragraph 1, Employee's surviving spouse shall receive an actuarially reduced 50 percent survivor benefit determined as if Employee retired on the day prior to his death and immediately commenced receipt of payments under both this paragraph 1 and the Pension Plan in the form of an actuarially reduced joint and 50 percent survivor benefit with his spouse as survivor annuitant. If Employee has no spouse at the time of Employee's death, no survivor benefits shall be paid pursuant to this paragraph 1. (e) Employer shall establish a "grantor trust" (as that term is defined in Internal Revenue Code Section 671) to aid it in the accumulation and payment of the supplemental retirement benefit described in this paragraph 1; provided that the trust shall be established with the intention that the creation and funding of the trust shall not result in the recognition of gross income by Employee of any amount credited under the trust prior to the date the amount is paid or made available. Assets of the trust, and any other assets set aside by Employer to satisfy its obligations under this Agreement, shall remain at all times subject to the claims of Employer's general creditors. Employee and his beneficiaries shall not have any rights under this paragraph 1 that are senior to the claims of general unsecured creditors of Employer. Notwithstanding any other term or provision of this Agreement or the trust, within ten business days following Employee's termination of employment with Employer due to Employee's retirement, disability or death, or, if earlier, immediately prior to the Date effective date of Termination. All other terms used a "Change of Control" (as defined in this Paragraph the employment agreement between Employee and Employer), Employer shall fully fund the trust (d) shall have using the same meanings, respectively, as such terms have actuarial assumptions used to establish funding in the Pension Plan) for all benefits earned pursuant to this Agreement through the date of Employee's termination of employment or the effective date of the Change of Control, unless otherwise required by as applicable. (f) The right to receive the contextsupplemental retirement benefit described in this paragraph 1 shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance, nor subject to attachment, garnishment, levy, execution or other legal or equitable process for the debts, contracts or liabilities of Employee or his beneficiaries.

Supplemental Retirement Benefit. In addition On his Normal Retirement Date or Early Retirement Date the employee shall be entitled to any retirement receive in monthly installments for two hundred forty (240) months a Supplemental Retirement Benefit determined according to whichever shall be applicable of subparagraphs (a), (b) or severance (c) hereof. (a) If the Employee has remained continuously in the employ of the savings bank until his Normal Retirement Date, the Supplemental Retirement Benefit to which he will be entitled pursuant to this Paragraph 3 shall be an amount equal to (1) minus (2) where (1) is the "Basic Floor Benefit" equal to 75% of the high five-year average salary as defined in the Qualified Plan; and where (2) is an "adjusted Pension Benefit" which is the actuarial equivalent of the normal form of benefit under the Qualified Plan payable in the form of a life annuity in monthly installments to the Employee with a provision that if the Employee should die after the commencement of the monthly installments but before two hundred forty (240) installments have fallen due, the remainder of such two hundred forty (240) monthly installments would be paid to the Employee's beneficiaries. The Supplemental Retirement Benefit determined according to the terms of this subparagraph 3 (a) shall be payable to the Employee in the form of monthly installments commencing on the Employee's Normal Retirement Date and continuing throughout two hundred forty (240) months; provided however that in the event (1) the Employee dies; and (2) the payment of monthly installments have theretofore commenced to the Employee; and (3) two hundred forty (240) monthly installments have not fallen due; then the monthly installments shall be paid to the Employee's beneficiaries for the balance of the period until the remainder of such two hundred forty (240) monthly installments have been paid. (b) If the Employee elects to take an early retirement, the Supplemental Retirement Benefit to which the Employee is entitled under the Pension Plan, the Employee shall receive in cash, an amount equivalent of the excess of (i) over (ii), where (i) equals the aggregate amount of the retirement pension (calculated as a straight life annuity payable to Employee on his normal retirement date) to which Employee would have been entitled under the terms of the Pension Plan and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employee, if Employee were fully vested thereunder (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on the amount of compensation used in the calculation of the regular pension thereunder, (y) any offset thereunder for severance allowances payable hereunder or (z) any amendment to such plans made prior to the Employee's Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where (ii) equals the amount of the retirement pension (calculated as a straight 1ife annuity payable to Employee on his normal retirement date),if any, to which Employee is entitled pursuant to the provisions of the Pension Plan and such other plans. For purposes of Clause (i) this Paragraph 3 shall be his Accrued Benefit as of this Paragraph (d), the amount payable pursuant to Paragraph (a) of this Appendix D, shall be deemed to represent the Employee's earnings for the period of months equal to the Measuring Period, and for purposes of this Paragraph (d), "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Pension Plan immediately prior to the Date of Termination. All other terms used in this Paragraph (d) shall have the same meanings, respectively, as such terms have in the Pension Plan, unless otherwise required by the contextEarly Retirement Date.

Supplemental Retirement Benefit. In addition (a) Employer shall pay Employee an annual supplemental retirement benefit equal to any retirement or severance benefit to which the Employee is entitled under the Pension Plan, the Employee shall receive in cash, an amount equivalent of the excess (if any) of (i) over (ii), where (i) equals the aggregate amount of the retirement pension (calculated as a straight life annuity payable to Employee on his normal retirement date) to which annual benefit that Employee would have been entitled under earned pursuant to the terms Pension Plan if 100 percent of Employee's annual compensation that is disregarded for Pension Plan purposes solely because of the limit imposed by Section 401(a)(17) is added to the amount of Employee's annual compensation actually taken into account pursuant to the Pension Plan and any other qualified or non-qualified defined benefit plan maintained by the Company and covering the Employeeif Internal Revenue Code Section 415 is disregarded, if Employee were fully vested thereunder (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plans, (x) any limitation on the amount of compensation used in the calculation of the regular pension thereunder, (y) any offset thereunder for severance allowances payable hereunder or (z) any amendment to such plans made prior to the Employee's Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where minus (ii) equals the amount of the retirement pension (calculated as a straight 1ife annuity annual benefit actually payable to Employee on his normal retirement date),if any, to which Employee is entitled pursuant to the Pension Plan. For purposes of calculating the annual benefit described in clause (i) of this paragraph 1(a), the provisions of the Pension Plan and that describe a minimum normal retirement benefit for Employee shall be disregarded. Any such other plans. For minimum annual benefit actually payable pursuant to the Pension Plan, however, shall be taken into account for purposes of Clause clause (ii) of this paragraph 1(a). (b) For the purposes of paragraph 1, Employee's actual Pension Plan benefit will be Employee's accrued benefit under the Pension Plan, expressed in the form of a single life annuity for Employee's life beginning at age 65 and determined as of the date Employee begins to receive the supplemental retirement plan benefit (but without regard to whether payments of the Pension Plan benefit have commenced). (c) The supplemental retirement benefit described in paragraph 1 shall be payable in monthly installments commencing on the first day of the month following the later of (i) Employee's receipt of this Paragraph all payment due under the terms of his employment agreement with Employer, or (ii) Employee's termination of employment with Employer. (d), the amount payable pursuant to Paragraph (a) of The supplemental retirement benefit described in this Appendix D, paragraph 1 shall be deemed to represent paid in the form of an actuarially reduced joint and 50 percent survivor benefit with Employee's earnings for spouse as survivor annuitant; provided, however, that: (i) If Employee simultaneously commences receipt of Employee's Pension Plan benefit, then the period of months equal to the Measuring Period, and for purposes of benefit under this Paragraph (d), "actuarial equivalent" paragraph 1 shall be determined using paid in the same methods and assumptions utilized form as Employee's Pension Plan benefit; (ii) If Employee shall receive payment of Employee's benefit under the Pension Plan in a form other than a single life annuity for Employee's life, then the supplemental retirement benefit under this paragraph 1 shall be converted to the same form of payment, using the factors applied to determine actuarial equivalents under the Pension Plan at the time payments begin; and (iii) If Employee or his beneficiaries shall receive payment of Employee's benefit under the Pension Plan prior to Employee's attainment of age 62, then the supplement retirement benefit under this paragraph 1 shall be subject to the same early retirement reduction, using the factors applied to determine early retirement benefits under the Pension Plan at the time payments begin. Notwithstanding the foregoing, if Employee dies prior to commencing receipt of payments under this paragraph 1, Employee's surviving spouse shall receive an actuarially reduced 50 percent survivor benefit determined as if Employee retired on the day prior to his death and immediately commenced receipt of payments under both this paragraph 1 and the Pension Plan in the form of an actuarially reduced joint and 50 percent survivor benefit with his spouse as survivor annuitant. If Employee has no spouse at the time of Employee's death, no survivor benefits shall be paid pursuant to this paragraph 1. (e) Employer shall establish a "grantor trust" (as that term is defined in Internal Revenue Code Section 671) to aid it in the accumulation and payment of the supplemental retirement benefit described in this paragraph 1; provided that the trust shall be established with the intention that the creation and funding of the trust shall not result in the recognition of gross income by Employee of any amount credited under the trust prior to the date the amount is paid or made available. Assets of the trust, and any other assets set aside by Employer to satisfy its obligations under this Agreement, shall remain at all times subject to the claims of Employer's general creditors. Employee and his beneficiaries shall not have any rights under this paragraph 1 that are senior to the claims of general unsecured creditors of Employer. Notwithstanding any other term or provision of this Agreement or the trust, within ten business days following Employee's termination of employment with Employer due to Employee's retirement, disability or death, or, if earlier, immediately prior to the Date effective date of Termination. All other terms used a "Change of Control" (as defined in this Paragraph the employment agreement between Employee and Employer), Employer shall fully fund the trust (d) shall have using the same meanings, respectively, as such terms have actuarial assumptions used to establish funding in the Pension Plan) for all benefits earned pursuant to this Agreement through the date of Employee's termination of employment or the effective date of the Change of Control, unless otherwise required by as applicable. (f) The right to receive the contextsupplemental retirement benefit described in this paragraph 1 shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance, nor subject to attachment, garnishment, levy, execution or other legal or equitable process for the debts, contracts or liabilities of Employee or his beneficiaries.

Supplemental Retirement Benefit. In addition to Upon the termination of the Executive's employment for any retirement or severance benefit to which reason after the Employee is entitled under the Pension Plandate of this Agreement, the Employee Executive shall receive in cash, an amount equivalent of a supplemental retirement benefit (the excess of (i) over (ii"SERP Benefit"), where (i) equals the aggregate computed as follows. The amount of the retirement pension SERP Benefit shall be such that the Executive's combined benefits from the Northern States Power Company Pension Plan (calculated as a straight life annuity payable to Employee on his normal retirement datethe "Pension Plan"), the Company's Deferred Compensation Plan (defined benefit portion) to which Employee and Excess Benefit Plan (such plans, together, the "Nonqualified Pension Plans"), and the SERP Benefit shall equal the benefit the Executive would have been entitled received under the terms of the Pension Plan and any other qualified or non-qualified defined benefit plan maintained the Nonqualified Pension Plans if he had completed 30 years of service; PROVIDED, however, that the SERP Benefit shall be reduced (but not below zero) by the Company and covering the Employeeexcess, if Employee were fully vested thereunder (without regard to (w) whether the Employee shall actually have completed the number of years of credited service required to qualify for full vesting under such plansany, (x) any limitation on the amount of compensation used in the calculation of the regular pension thereunder, (y) any offset thereunder for severance allowances payable hereunder or (z) any amendment to such plans made prior annual retirement benefits of $151,296 he earned from Ameritech over the annual retirement benefit that the Pension Plan's actuaries reasonably estimate is equivalent to the Employeeaccumulated value, at the time the Executive's Date of Terminationpension benefit payments begin, which amendment adversely affects in any manner the computation of retirement benefits under such plans) and had accumulated an additional period of months of credited service after the Date of Termination equal to the Measuring Period (but in no event shall Employee be deemed to have accumulated an additional period of credited service subsequent to Employee's sixty-fifth (65th) birthday), and, where (ii) equals the amount of the retirement pension (calculated as a straight 1ife annuity payable to Employee on his normal retirement date),if any, to which Employee is entitled pursuant to the provisions of monthly benefit payments he would have received under the Pension Plan and such other plansthe Nonqualified Pension Plans prior to that time if monthly benefit payments had commenced at the end of the month following the month he attained age 60. For purposes of Clause (i) of this Paragraph (d), the amount payable pursuant to Paragraph (a) of this Appendix D, The SERP Benefit shall be deemed to represent paid in a lump sum at retirement. The amount of the Employee's earnings for the period of months equal to the Measuring Period, and for purposes of this Paragraph (d), "actuarial equivalent" lump sum shall be determined using the same methods interest rate for valuing immediate annuities used by the Pension Benefit Guaranty Corporation at January 1 of the year in which such payment is being made, or if no such rate has been established then the PBGC rate in effect for the previous December, and assumptions utilized under the mortality rates to be used shall be the mortality rates set forth in the Appendix to the Pension Plan immediately prior in effect at the time the payment is made. Notwithstanding the foregoing, if the date of the Executive's termination of employment is after July 1, 2000, the amount of the lump sum shall be computed as if the Executive's termination employment had occurred on July 1, 2000, and the actual SERP Benefit paid shall equal such amount, plus interest thereon during the period from July 1, 2000 through the date of actual payment, at a rate equal to the Date interest rate on long-term Treasury obligations in effect during such period. The SERP Benefit as described herein is a restatement of, and shall replace, the benefit provided for in Section 13 of Termination. All other terms used in this Paragraph (d) shall have the same meanings, respectively, as such terms have in the Pension Plan, unless otherwise required by the contextPrior Agreement.