Supplemental Compensation Pension Plan (2015)Full Document 

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TALEN ENERGY

SUPPLEMENTAL COMPENSATION PENSION PLAN


TALEN ENERGY

SUPPLEMENTAL COMPENSATION PENSION PLAN

Effective as of June 1, 2015

TABLE OF CONTENTS

ARTICLE

PAGE
1. Purpose I-1
2. Definitions II-1
(a) Affiliated Company or Affiliated Companies II-1
(b) Board II-1
(c) Code II-1
(d) Company II-1
(e) Compensation II-1
(f) Participant II-1
(g) Participating Company II-1
(h) Plan II-1
(i) Retirement Plan II-1
(j) RPC II-1
(k) Section 409A II-1
(l) Separation from Service II-1
3. Entitlement to Benefits III-1
4. Amount of Supplemental Compensation Pension Benefit IV-1
5. Form and Time of Payment V-1
6. Administration VI-1
7. Miscellaneous VII-1
8. Termination or Amendment VIII-1


TALEN ENERGY

SUPPLEMENTAL COMPENSATION PENSION PLAN

WHEREAS, Talen Energy Supply, LLC desires to adopt the Talen Energy Supplemental Compensation Pension Plan (the "Plan").

NOW THEREFORE, effective as of June 1, 2015, Talen Energy Supply, LLC hereby adopts a non-qualified defined benefit pension plan as hereinafter set forth:

1. Purpose. The purpose of this Supplemental Compensation Pension Plan is to provide a supplemental monthly retirement benefit, based on the benefit formula of the Talen Energy Retirement Plan, to management and/or highly compensated employees of Talen Energy Supply, LLC (the "Company") and other Participating Companies whose benefits payable under the Retirement Plan are limited or reduced as the result of the annual compensation limit under section 401(a)(17) of the Internal Revenue Code. The Plan is to be unfunded and is maintained for the purpose of providing deferred compensation for a select group of management and/or highly compensated employees, within the meaning of section 201(c), 301(a)(3) and 401(a)(1) of ERISA.

I - 1


2. Definitions.

(a) "Affiliated Company" or "Affiliated Companies" shall mean any parent or subsidiaries of the Company (or companies under common control with the Company) which are members of the same controlled group of corporations (within the meaning of section 1563(a) of the Code) as the Company or which are under common control with the Company (within the meaning of Section 414(c) of the Code).

(b) "Board" means the Board of Directors of Talen Energy Supply, LLC.

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

(d) "Company" means Talen Energy Supply, LLC or its successors.

(e) "Compensation" means, for any Participant, for any calendar year, a Participant’s "Annual Rate of Earnings" as defined in the Retirement Plan, including, however, amounts in excess of the limitation in effect under section 401(a)(17) of the Code.

(f) "Participant" means an employee or former employee of a Participating Company who has become a Participant in accordance with Article 3 hereof.

(g) "Participating Company" means each Affiliated Company that is designated by the Board to adopt this Plan by action of its board of directors or other governing body.

(h) "Plan" means this Supplemental Compensation Pension Plan, as amended from time to time.

(i) "Retirement Plan" means the Talen Energy Retirement Plan, as amended from time to time.

(j) "RPC" means the Talen Energy Retirement Plan Committee.

(k) "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and the final Treasury Regulations issued thereunder.

(l) "Separation from Service" means a "separation from service" as defined in Section 409A.

II - 1


3. Entitlement to Benefits.

(a) Participation. An employee of a Participating Company who is a participant in the Retirement Plan shall become a Participant in this Plan on the date that his Compensation exceeds the limitation under section 401(a)(17) of the Code for the calendar year.

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