Exhibit 10.05
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EQUITABLE RESOURCES, INC.
Effective Date: January 1, 1989
As Amended and Restated
Through December 16, 1994
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 Compensation Committee of the
Company's Board of Directors. 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 any individual
Participant shall be an amount equal to the sum
of (a) [reduced by (b) and (c)] 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. If
both the Member and his Beneficiary die prior to
their joint receipt of the full actuarial value
of such annuity determined at the time of
retirement, the remaining value of the annuity
shall be paid to the Member's estate.
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. If both the Member and his
Beneficiary die prior to their joint receipt of
the full actuarial value of such annuity
determined at the time of retirement, the
remaining value of the annuity
shall be paid to the Member's estate.
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 his 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 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.