Exhibit 10.05
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EQUITABLE RESOURCES, INC.
Effective Date: January 1, 1989
As Amended and Restated
Through December 17, 1993
I. EFFECTIVE DATE OF PLAN
1.1. Effective Date. The effective date of the Plan is
January 1, 1989.
II. DEFINITIONS
2.1 Affiliated Company: Any company which is wholly-
owned or less than wholly-owned but is controlled
by the Company, and any other organization so
designated by the Company.
2.2 Beneficiary: The spouse or other beneficiary
entitled to a benefit under the applicable
Qualified Plan in the event of the death of a
participant in such Qualified Plan.
2.3 Company: Equitable Resources, Inc., or any
corporation which succeeds to the position of
Equitable Resources, Inc.
2.4 Internal Revenue Code: The Internal Revenue Code,
as amended, or as it may be amended from time to
time, and any regulations issued thereunder.
2.5 Participant: All salaried employees of the
Company or Affiliated Company who participate in
a Qualified Plan, who are deemed part of a select
group of management or highly compensated
employees, and who are chosen to participate in
the Plan by the Company's Employee Pension
Committee. A Participant may be also referred to
as "a Member" herein.
2.6 Plan: The Equitable Resources, Inc. Supplemental
Executive Retirement Plan as set forth herein, and
as may be hereafter amended.
2.7 Qualified Plan: Any defined benefit pension plan
of the Company or an Affiliated Company which is
qualified under Section 401 of the Internal
Revenue Code.
2.8 Capitalized terms not defined herein shall have
the meaning given to such terms in the Retirement
Plan for Non-Union Employees of Equitable
Resources, Inc., Equitable Resources Energy
Company, Equitrans, Inc. and Equitable Resources
Marketing Company, as amended and restated.
III. PLAN BENEFIT
3.1 The monthly benefit payable to a Participant shall
be an amount not less than zero equal to (a)
reduced by (b) and (c) as follows:
(a) The amount of retirement benefit that would
have been payable to the Participant under
any Qualified Plan in which he participates
if that Qualified Plan
(1) had provided a retirement benefit
without regard to any applicable maximum
benefit limitations under Section 415 of
the Internal Revenue Code or any
limitation as to the maximum amount of
annual compensation which may be taken
into account under Section 401(a)(17) of
the Internal Revenue Code or any
limitation on the maximum number of
years of a Participant's service for
which an unrestricted amount of benefit
accruals may be taken into account under
Section 401(1) of the Internal Revenue
Code; and
(2) had included payments made under the
Company's Short-Term Incentive
Compensation Plan in its definition of
Compensation.
reduced by
(b) The amount of retirement benefit payable to
the Participant under any Qualified Plan in
which he participates taking into account any
applicable maximum benefit limitations under
Sections 415, 401(a)(17) and 401(1) of the
Internal Revenue Code; and
(c) The amount of retirement benefit payable to
the Participant under the Company's
Supplemental Pension Plan.
IV. FORM OF PAYMENT OF BENEFITS
4.1 Normal Form: The normal form of retirement
benefit shall be a single life annuity, payable
monthly, for the life of the Member. If a Member
dies prior to the receipt of the full actuarial
value of such annuity determined at the time of
retirement, the remaining value of the annuity
shall be paid in a lump sum to the Member's
beneficiary or to the Member's estate if the
beneficiary should predecease the Member.
4.2 Qualified Joint and Survivor Annuity: If a Member
is married on the later of his applicable
Retirement Date or the date his retirement benefit
payments commence under the Plan, his retirement
benefit payment shall be in the form of a
Qualified Joint and Survivor Annuity which is the
Actuarial Equivalent of the normal form of
retirement benefit payment. A Member who would
receive the Qualified Joint Survivor Annuity as
provided herein may elect to receive his
retirement benefit in the normal form or in one of
the following survivorship optional forms and any
such election shall be an affirmative election not
to receive his benefit in the Qualified Joint and
Survivor Annuity form; provided, however, that any
such election shall be made prior to the
commencement of a Member's services with the
Company for which benefits are to be provided
under this Plan; and provided that any such
election (other than an election to make the
spouse a Joint Annuitant pursuant to Section 4.3
to receive a monthly benefit after the death of
the Member equal to 75% or 100% of the pension
paid to the Member) made after December 31, 1984
shall be effective only if the Member obtains his
spouse's consent thereto.
4.3 Survivorship Options: A Member may elect in the
manner hereinafter provided to have the value of
his retirement benefit payment apply to the
payment of a reduced pension to him during his
life, and after his death to his designated
surviving Joint Annuitant in an amount equal to
100% of, or 75% of, or 50% of, or 25% of such
reduced pension. The reduced pensions to be paid
to the Member and to the surviving Joint Annuitant
shall be determined on the basis of actuarial
values selected by the Committee according to the
ages of the Member and of the Member's designated
Joint Annuitant at the time the Member retires.
In order for an effective election of an optional
form of benefit to be made hereunder, the
following requirements must be met. The present
value of benefit payments to be made to the Member
determined as of the date benefit payments will
commence must exceed fifty percent (50%) of the
present value of all payments to be made under the
option, except where the designated Joint
Annuitant is the Member's spouse. The Member must
furnish all information requested by the Committee
at the times and in the form and manner required
by it, including specific designation of the
percentage of the benefit payable to the Member
under the option which is to be paid to the Joint
Annuitant. A Member may designate only one Joint
Annuitant with respect to his election of an
option. Any election shall be made prior to the
commencement of a Member's services with the
Company for which benefits are to be provided
under this Plan.
4.4 Pre-retirement Spouse's Benefit:
(a) Death On or After Age Fifty-Five or
Completion of Twenty-Five Years: Effective
on and after March 1, 1985, if a Member who
is married on the date of this death and who
has attained age fifty-five or completed
twenty-five years of Continuous Service dies
while actively employed by the Company, his
spouse shall receive a benefit, payable in
the form of a single life annuity, in an
amount equal to fifty percent (50%) of the
Member's Accrued Benefit determined as of the
first day of the calendar month in which he
died but without reduction for age due to
benefit commencement prior to the date such
Member would have attained age sixty-five, if
applicable.
(b) Eligibility for Alternative Benefits:
Effective on and after August 23, 1984, if a
Member who is credited with at least one hour
of service (or one hour of paid leave) on or
after August 23, 1984, is legally married on
the date of his death (a "Qualified Spouse")
and who has ten (10) or more years of
Continuous Service and a nonforfeitable right
to a benefit under the Plan, and who dies
prior to said benefit's annuity starting
date, his Qualified Spouse shall receive the
Survivor's Benefit provided herein in an
amount determined in paragraph (c).
(c) Amount: The amount of the Survivor's Benefit
payable in the form of a life annuity to the
surviving Qualified Spouse of Members
satisfying (b) shall equal (1) or (2)
whichever applies:
(1) Death on or After Age Fifty-Five or
Completion of Twenty-Five Years of
Service: An amount computed in
accordance with Section 4.4(a) without
regard to whether the Member dies while
actively employed by the Company.
(2) Death Before Age Fifty-Five or
Completion of Twenty-Five Years of
Service: An amount equal to the
survivor's portion of the Qualified
Joint and Survivor Annuity which the
Member would have received computed as
if he had terminated employment with the
Company on the date of his death with a
Deferred Vested Benefit, survived to age
Fifty-Five (55) and made an election
under a Qualified Plan for immediate
commencement of benefit payments subject
to the reduction, if any, provided in
such Qualified Plan for early
commencement of benefit payments,
commenced receipt of his Deferred Vested
Benefit in the form of said Qualified
Joint and Survivor Annuity on the first
day of the next month and then died the
next day.
4.5 Commencement and Termination of Benefit:
Retirement benefits shall commence on the Member's
Retirement Date. The Survivor Annuity payable to
a spouse and the Survivor Annuity payable to the
Member's designated Joint Annuitant shall commence
on the first day of the month next succeeding the
month in which the Member's death occurs. The
pre-retirement spouse's benefit payable under
Section 4.4 above shall commence on the first day
of the month next succeeding the month in which
the Member would have attained age fifty-five (55)
or the month which he died, whichever is the later
to occur. All benefit payments shall cease with
payment due immediately preceding the date of
death of the last person entitled to benefits
under the form of benefit payment being made.
Notwithstanding the foregoing, in the event no
effective election of a date for commencement of
benefits is made by a Member, the payment of
benefits hereunder shall commence within thirty
(30)days after the close of the Plan Year in which
occurs the latest of:
(a) attainment of the Member's Normal Retirement
Date or if the Member is not an employee his
sixty-fifth (65) birthday;
(b) the Member's termination of employment with
the Company; provided, however, the
retirement benefit payments under the Plan
shall commence no later than April 1 of the
calendar year following the calendar year in
which the Member retires.
At the first day of the month succeeding the month
in which such Member's sixty-fifth (65) birthday
occurred, in the event the whereabouts of a Member
whose only entitlement is to a Deferred Vested
Benefit are not known, a reasonable effort will be
made by the Committee to locate such Member. In
the event the Member cannot be located, the
Member's benefit payments shall be held by the
Plan until the earlier of the time the whereabouts
of the Member are made known to the Committee by
the Member or his lawful agent or seven (7) years
subsequent to his Normal Retirement Date, after
which such Member shall be presumed dead and any
other benefit which becomes payable by reason of
such death under the rules of the Plan relating to
form of benefit payment shall be paid thereafter.
4.6 Payments in the Event of Incapacity: In the event
it is determined that a Member, retired Member or
other person entitled to benefits under the Plan,
in the judgement of the Committee, is unable to
care for his affairs because of illness, accident,
or incapacity (either mental or physical), or for
any other reason, the Committee shall cause any
payment of a benefit or refund of contributions to
be paid in the form of a life annuity, payable
monthly to a duly appointed guardian, committee,
or other legal representative of such person, or,
if there is no such legal representative, to his
spouse or child or such other object of natural
bounty as the Committee may determined, or to such
person, persons or institutions as, in the
judgement of the Committee, are then maintaining
or have custody of such Member, retired Member or
other person entitled to benefits.
4.7 Nonforfeitability of Benefits: Except as provided
by the Plan, all Member retirement benefits in pay
status and all benefits after attainment of the
Normal Retirement Age shall be nonforfeitable
except in the event of death, which shall result
in a forfeiture of all such Member's benefits.
These provisions shall have no application to any
survivorship annuities, including the Qualified
Joint and Survivor Annuity which may be payable by
reason of the operation of the rules of this Plan,
which benefits shall terminate by reason of the
death of the survivor annuitant. All benefits
provided by the Plan are personal in nature and
shall be payable only to and during the life of
the applicable recipient and no other person shall
inure to any right therein. For purposes of this
Section, "Normal Retirement Age" shall mean the
date on which the Member attains age sixty-five
(65).
4.8 Special Rule for Small Payments: If a benefit
otherwise payable under this Plan is ten dollars
($10.00) or less per month, it shall be paid
annually in a lump sum equal to its commuted
value.
Where the present value of any benefit otherwise
payable under the Plan, including without limiting
the foregoing, any pre-retirement surviving
spouse's benefit, does not exceed $3,500 (and
payment of the benefit has not commenced) the
Committee shall direct the Trustee to distribute
the entire present value in one lump sum payment.
As used herein, "present value" shall mean the
value of a benefit determined as of the date of
distribution utilizing an interest rate not
greater than the interest rate which would be used
(as of the date of the distribution) by the
Pension Benefit Guaranty Corporation for purposes
of determining the present value of a lump sum
distribution on Plan termination.
4.9 No Participant shall be permitted to elect a form
of benefit payment hereunder which differs from
the form of benefit payment the Participant
receives under any qualified Plan.
4.10 A Participant may request at any time to be
granted his entire benefit under this Plan in a
lump sum form (whether or not he has commenced
receiving an annuity under the Plan). An election
of a lump sum payment of benefits hereunder must
be approved by the Compensation Committee of the
Board of Directors at its sole discretion.
However, if the Internal Revenue Service
determines at any time that a Participant has
constructively received, for any reason and under
any rationale, the total value of his benefit
payable under this Plan, the Participant shall
have an absolute right to elect to receive his
benefit in a lump sum form without any action
required by the Compensation Committee of the
Board of Directors.
V. DEATH BENEFITS
5.1 The monthly death benefit payable to the
Beneficiary of a Participant, if any, shall be
determined in accordance with Section 3.1 above
assuming that the term "Beneficiary" has been
substituted for the term "Participant" each place
it appears.
5.2 Any death benefit payable to the Beneficiary of a
Participant under Section 5.1 shall be paid to the
Beneficiary in the form of a monthly annuity for
the life of the Beneficiary.
VI. COST OF THE PLAN
6.1 The entire cost of benefits and administrative
expenses for this Plan shall be paid for by the
Company as incurred. No contributions by
Participants will be permitted or required.
VII. ADMINISTRATION
7.1 This Plan shall be administered by the
Administrator appointed under the Qualified Plan.
In addition, the terms of the Qualified Plan shall
govern in situations not specifically provided for
herein, but only to the extent such terms are not
inconsistent with the provisions and intent of
this Plan.
VIII. GENERAL PROVISIONS
8.1 This Plan is intended to be a plan maintained by
the Company for the purpose of providing deferred
compensation to a select group of management or
highly compensated employees.
8.2 This Plan is purely voluntary on the part of the
Company. The Company expects and intends to
continue the Plan indefinitely, but necessarily
reserves the right to amend, alter, suspend or
terminate the Plan in whole or in part, at any
time.
8.3 All rights of a Participant or a Beneficiary under
this Plan shall be mere unsecured creditors'
rights against the Company, with no rights to the
assets of the Company (or any trust in which
assets are held for purposes of this Plan)
superior to that of any other general unsecured
creditor.
8.4 Participant's rights payable under the Plan are
not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge or
encumbrance. Such rights may not be subject to
the debts, contracts, liabilities, engagements or
torts of the Participants or the Participant's
beneficiaries.