SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EQUITABLE RESOURCES, INC.
Effective Date: January 1, 1989
As Amended and Restated
Through October 20, 1995
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.
3.2 The Company's Employee Pension Committee (the "Committee") may,
in its sole discretion, award any Participant additional service
under this Plan for periods of employment with prior employers,
and any such additional service shall be counted under this Plan
toward benefits otherwise payable under any Qualified Plan for
both vesting and benefit accrual purposes. In determining
whether or not to award additional service credit for periods of
prior employment, the Committee shall consider the individual
facts and circumstances and shall have no duty to arrive at the
same or similar determination based on the Committee's action in
a prior or subsequent case.
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
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COMPLETION OF TWENTY-FIVE YEARS: Effective
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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:
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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
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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.
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