EXHIBIT D
MDU RESOURCES GROUP, INC.
SUPPLEMENTAL INCOME SECURITY PLAN
(As Amended and Restated Effective January 1, 1994)
TABLE OF CONTENTS
INTRODUCTION
ARTICLE I -- DEFINITIONS
ARTICLE II -- ELIGIBILITY
ARTICLE III -- SUPPLEMENTAL DEATH AND RETIREMENT BENEFITS
ARTICLE IV -- EXCESS RETIREMENT BENEFITS
ARTICLE V -- DISABILITY BENEFITS
ARTICLE VI -- MISCELLANEOUS
ARTICLE VII -- ADDITIONAL AFFILIATED COMPANIES
INTRODUCTION
The objective of the MDU Resources Group, Inc.
Supplemental Income Security Plan (the "Plan") is to provide
certain levels of survivor benefits and retirement income for a
select group of management or highly compensated employees and
their families. Eligibility for participation in this Plan shall
be limited to management or highly compensated employees who are
selected by the Chief Executive Officer of MDU Resources, Inc. (the
"Company"). This Plan became effective January 1, 1982, has been
amended from time to time thereafter, and has been amended and
restated effective January 1, 1994.
The Plan is intended to constitute an unfunded "excess
benefit plan" as defined in Section 3(36) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), to
the extent it provides benefits that would be paid under one or
more of the tax-qualified pension plans of the Company or certain
of its subsidiaries but for certain limitations set forth under the
Internal Revenue Code of 1986, as amended (the "Code"), and
constitutes an unfunded plan of deferred compensation maintained by
the Company primarily for the purpose of providing non-elective
deferred compensation for a select group of management or highly
compensated employees.
ARTICLE I -- DEFINITIONS
Unless a different meaning is plainly implied by the
context, the following terms as used in this Plan shall have the
following meanings:
1.1 "Administrator" means the Chief Executive Officer of
the Company or any other person to whom the Chief Executive Officer
of the Company has delegated the authority to administer the Plan.
The Manager of the Corporate Human Resources Department of the
Company is initially delegated the authority to perform the
administrative responsibilities required under the Plan.
1.2 "Affiliated Company" means any current or future
corporation which (i) is in a controlled group of corporations
(within the meaning of Section 414(b) of the Code) of which the
Company is a member and (ii) has been approved by the Chief
Executive Officer of the Company to adopt the Plan for the benefit
of its Employees.
1.3 "Beneficiary" means an individual or individuals,
any entity or entities (including corporations, partnerships,
estates or trusts) that shall be entitled to receive benefits
payable pursuant to the provisions of this Plan by virtue of a
Participant's death; provided, however, that if more than one such
person is designated as a Beneficiary hereunder, each such person's
proportionate share of the death benefit hereunder must clearly be
set forth in a written statement of the Participant received by and
filed with the Administrator prior to the Participant's death. If
such proportionate share for each Beneficiary is not set forth in
the designation, each Beneficiary shall receive an equal share of
the death benefits provided hereunder.
1.4 "Company" means MDU Resources Group, Inc., and its
successors, if any.
1.5 "Effective Date" of the Plan means January 1, 1982.
The Effective Date of this amendment and restatement of the Plan is
January 1, 1994.
1.6 "Eligible Retirement Date" means the First Eligible
Retirement Date and the last day of each subsequent calendar month.
1.7 "Employee" means each person actively employed by an
Employer, as determined by such Employer in accordance with its
practices and procedures.
1.8 "Employer" means the Company and any Affiliated
Company which shall adopt this Plan with respect to its Employees
with the prior approval of the Company as set forth in Article 7 of
the Plan.
1.9 "First Eligible Retirement Date" for a Participant
means the last day of the month during which such Participant is
both no longer actively employed by any Employer and has attained
at least age 65.
1.10 "Limitation on Benefits" shall mean the statutory
limitation on the maximum benefit that may be payable to
participants under a Pension Plan due to the application of
Sections 415 and 401(a)(17) of the Code.
1.11 "Participant" means a present or former management
or highly compensated Employee selected by the Chief Executive
Officer of the Company to receive benefits under this Plan. An
Employee will become a Participant at the time such Employee
commences participation hereunder pursuant to the provisions of
Section 2.1 hereof.
1.12 "Pension Plan" means the MDU Resource Group, Inc.
Pension Plan for Non-Bargaining Unit Employees, the Williston Basin
Interstate Pipeline Company Pension Plan for Non-Bargaining Unit
Employees, or the Knife River Coal Mining Company Salaried
Employees' Pension Plan, as in effect on the Effective Date and as
amended from time to time.
1.13 "Plan" means the Plan designated as the MDU
Resources Group, Inc. Supplemental Income Security Plan, as
embodied herein, and any amendments thereto.
1.14 "Plan Year" means the calendar year. The first Plan
Year for this Plan shall be the 1982 calendar year.
1.15 "Salary" means annual base earnings payable by an
Employer to a Participant excluding (i) bonuses and (ii) any other
form of supplemental income.
1.16 "Standard Actuarial Factors" means, with respect to
a Participant, the actuarial factors and assumptions used for the
calculation of actuarial equivalents under the Pension Plan under
which the Participant actively participates from time to time.
1.17 "Standard Life Insurance" means life insurance that
could be purchased from a commercial life insurance company at
standard rates without a surcharge assessed, based on an
individual's general good health.
1.18 "Standard Underwriting Factors" means life insurance
rating factors utilized by a commercial life insurance company
selected by the Chief Executive Officer of the Company which are
based on the risk assessment classifications utilized by such
insurer to determine if an applicant qualifies for insurance at
standard rates or if health or other factors might require a
surcharge.
1.19 "Year of Participation" means each Plan Year of
participation in the Plan by a Participant while actively employed
by one or more of the Employers (including years while such
Participant is qualified as totally disabled under the Employer's
disability plan), as determined in the sole discretion of the
Administrator.
ARTICLE II -- ELIGIBILITY
2.1 Eligibility for Participation. The Chief Executive
Officer of the Company shall determine which management and/or
highly compensated Employees may be eligible to participate in the
Plan. Each Employee who is selected as eligible to participate
hereunder and who meets the requirements for participation set
forth under Section 2.2 hereof shall commence participation on the
first day of the Plan Year coincident with or next following the
date of such Employee's selection.
2.2 Requirements for Participation. In order to be
eligible to participate in the Plan, an Employee selected by the
Chief Executive Officer of the Company must (i) be actively at work
for one or more of the Employers; (ii) have a current state of
health and physical condition that would satisfy customary
requirements for insurability under Standard Life Insurance;
provided, however, that no provision of this Plan shall be
construed or interpreted to limit participation in the Plan in
contravention of the Americans With Disabilities Act and related
federal and state laws; and (iii) consent to supply information or
to otherwise cooperate as necessary to allow the Company to obtain
life insurance on behalf of such Employee (as set forth under
Section 6.3 of the Plan).
2.3 Eligibility for Benefits. Subject to the provisions
of Articles III and IV hereof, Participants who terminate their
employment with an Employer subsequent to becoming vested in a
retirement benefit under a Pension Plan shall be eligible to
receive a benefit under this Plan. Plan benefits may commence (i)
as of the earlier to occur of (A) the first day of the month
following the date of the Participant's death or (B) if the
Participant who elects to receive retirement benefits under Article
3 hereof, the Participant's First Eligible Retirement Date, for
purposes of the benefits payable under Article III of the Plan, and
(ii) at the time benefit payments commence to the Participant under
a Pension Plan, for purposes of the benefits payable under Article
IV of the Plan.
2.4 Relationship to Other Plans. Participation in the
Plan shall not preclude or limit the participation of the
Participant in any other benefit plan sponsored by one or more of
the Employers for which such Participant otherwise would be
eligible. However, any benefits payable under this Plan shall not
be deemed salary or compensation to the Participant for purposes of
determining benefits under any other employee benefit plan
maintained by one or more of the Employers.
2.5 Forfeiture of Benefits. Notwithstanding any
provision of this Plan to the contrary, if any Participant is
discharged from employment by one or more of the Employers for
cause due to willful misconduct, dishonesty, or conviction of a
crime or felony, all as determined at the sole discretion of the
Chief Executive Officer of the Company the rights of such
Participant (or any Beneficiary of such Participant) to any present
or future benefit under this Plan shall be forfeited to the extent
not prohibited by applicable law.
ARTICLE III -- SUPPLEMENTAL DEATH AND RETIREMENT BENEFITS
3.1 Amount of Benefit. (a) Subject to the provisions
of Section 3.3 of the Plan, the monthly supplemental death and/or
retirement benefits payable on behalf of (or to) a Participant as
of such Participant's date of death (or First Eligible Retirement
Date) will be an amount determined at the sole discretion of the
Chief Executive Officer of Company at the time of the Participant's
commencement of participation in the Plan, as may be adjusted from
time to time thereafter by the Chief Executive Officer of the
Company. However, in no event will a Participant be entitled to
have a monthly supplemental death benefit paid on such
Participant's behalf (or be entitled to receive a monthly
supplemental retirement benefit) that exceeds the Monthly Death
Benefit or Monthly Retirement Benefit (as applicable) corresponding
to the Participant's Salary in effect at the date such initial or
revised benefit determination is to be effective, all as set forth
in Appendix A hereto. Changes in Salary do not automatically
result in changes to a Participant's level of benefits.
(b) Participants who died, terminated employment with,
or retired from, the Employers prior to January 1, 1990, will
receive benefits hereunder in accordance with the terms of the Plan
as in effect at the time of the Participant's death, termination of
employment or retirement from the Employers.
(c) The benefit amounts determined by the Chief
Executive Officer of the Company pursuant to Section (a) above are
based on the assumption that each Participant's health and physical
condition at the time of such Participant's commencement of
participation in the Plan meets customary requirements for Standard
Life Insurance. Benefits under the Plan may be reduced by the
Chief Executive Officer of the Company within a reasonable period
following the establishment of such benefit level in accordance
with Standard Underwriting Factors, but only with respect to that
portion of the monthly death or retirement benefit for which the
criteria for health and physical condition are not met.
Participants will be notified of any such reduction within a
reasonable period following participation in the Plan. Once
retirement benefits have been reduced under this Section 3.1, such
benefits shall not be further reduced for the remainder of the
Participant's participation in the Plan.
3.2 Amount of Monthly Benefit for Retirement or Death
Prior to Completing at Least 10 Years of Participation. If a
Participant retires or terminates employment with an Employer (for
reasons other than the Participant's death) before the Participant
completes at least 10 Years of Participation, the monthly death
and/or retirement benefits to which such Participant otherwise
would be entitled under the terms of Section 3.1 hereof shall be
reduced as follows:
Years of Participation Percent of Section
Completed by the Participant 3.1 Benefits Payable
Less than 3 years 0%
3 years but less than 5 years 10%
5 years but less than 7 years 25%
7 years but less than 9 years 50%
9 years but less than 10 years 75%
10 years or more 100%
3.3 Payment of Monthly Benefit. Upon attainment of age
65 or, as of such Participant's First Eligible Retirement Date (if
later), a Participant will be entitled to determine the form of
benefit payable to such Participant under subsection (a) hereof,
and the date of commencement of such benefits, subject to the
approval of the Chief Executive Officer of the Company, in
accordance with the terms of the Plan.
(a) The Participant may elect to receive:
(i) a monthly death benefit in amounts determined
pursuant to Section 3.1 hereof, multiplied by
the appropriate percentage amount set forth in
Section 3.2, or
(ii) in lieu of any death benefits under this Plan
a monthly retirement benefit determined in
accordance with Section 3.1, multiplied by the
appropriate percentage amount set forth in
Section 3.2, with no death benefit, or
(iii) a percentage of each benefit described in
subsections (a)(i) and (a)(ii) above.
The percentage of each benefit must be in
even increments of ten percent (10%).
(b) A Participant must select one of the options under
subsection (a) above. If, in accordance with Sections 3.3(a)(ii)
or (iii), a Participant has elected to receive less than one
hundred percent (100%) of such Participant's monthly retirement
benefit, the Participant may subsequently elect to begin receiving
an increased retirement benefit except that there may be no more
than two (2) such increases during the Participant's lifetime, and
no more than one (1) such increase during any calendar year. Any
such increase in retirement benefit payments will result in a
reduction in death benefits equal, when expressed as a percentage
amount, to the percentage increase in retirement benefit.
Participants shall not be entitled to decrease retirement benefit
payments.
(c) Elections under this Section 3.3 must be
communicated in writing to the Administrator and will be effective
as of the first day of the first month following the
Administrator's receipt and the approval of such request by the
Chief Executive Officer of the Company.
3.4 Payment of Monthly Death and Retirement Benefits.
(a) Death Benefits. Any death benefits payable with respect to a
Participant pursuant to Sections 3.3(a)(i) or 3.3(a)(iii) shall
commence on the first day of the calendar month next following the
date of the Participant's death and shall be payable in monthly
installments for a period of 180 months.
(b) Retirement Benefits. The monthly retirement
benefits under this Plan shall commence on the Eligible Retirement
Date selected by the Participant (upon 30 day's written notice to
the Administrator) and will be payable to such Participant in
monthly installments for a period of 180 months. In the event the
Participant dies prior to the completion of such 180-month payment
period, the balance of such retirement benefits shall be paid to
the Participant's Beneficiary at such times and in such amounts as
if the Participant had not died, such payment being made in
addition to any death benefits payable under Sections 3.3(a)(i) or
(iii) hereof. To the extent a Participant elects to commence
receiving increased retirement benefits pursuant to Section 3.3(b),
the amount of increase of retirement benefits shall be in the form
of a monthly benefit payable for a separate 180-month period.
(c) Method of Payment. Notwithstanding the provisions
of subsections (a) and (b) of this Section 3.4, the Chief Executive
Officer of the Company reserves the right to pay benefits in the
form of an actuarially equivalent single sum (as determined by the
Administrator) when retirement or death benefits are payable due to
termination of employment, excluding disability, or death prior to
the Participant's attainment of age 55.
3.5 Exclusions and Limitations. (a) No death benefits
will be payable with respect to a Participant in the event of such
Participant's death by suicide within two (2) years after
commencement of participation in the Plan, and no benefit increase
will apply in the event of any such Participant's death by suicide
within two (2) years after such Participant becomes eligible for an
increase in death benefits.
(b) In the event that a Participant misrepresents any
health or physical condition at the time of commencement of
participation in the Plan or at the time of a retirement or death
benefit increase, no retirement or death benefit or retirement or
death benefit increase will be payable under the Plan within two
(2) years of such misrepresentation.
3.6 Death of a Beneficiary. (a) In the event any
Beneficiary predeceases the Participant, is not in existence, is
not ascertainable, or is not locatable as of the date benefits
under the Plan become payable to such Beneficiary, Plan benefits
shall be paid to such contingent Beneficiary or Beneficiaries as
shall have been named by the Participant on the Participant's most
recent Beneficiary election form that has been received and filed
with the Administrator prior to the Participant's death. If no
contingent Beneficiary has been named, the contingent Beneficiary
shall be the Participant's estate.
(b) In the event any Beneficiary dies after commencing
to receive monthly benefits under the Plan but prior to the payment
of all monthly benefits to which such Beneficiary is entitled,
remaining benefits shall be paid to a beneficiary designated by the
deceased Beneficiary (the "Secondary Beneficiary"), provided such
designation has been received and filed with the Administrator
prior to the death of the Beneficiary. If no such person has been
designated by the deceased Beneficiary, the Secondary Beneficiary
shall be the estate of the Beneficiary. In the event the Secondary
Beneficiary shall die prior to the payment of all benefits to which
such Secondary Beneficiary is entitled, the remainder of such
payments shall be made to such Secondary Beneficiary's estate. If
the Administrator is in doubt as to the right of any person to
receive benefits under the Plan, the Administrator may retain such
amount, without liability for any interest thereon, until the
rights thereto are determined, or the Administrator may pay such
amount into any court of competent jurisdiction and such payment
shall be a complete discharge of the liability of the Plan and the
Employer therefor.
3.7 Discretion As To Benefit Amount. Notwithstanding
the foregoing, the Chief Executive Officer of the Company may, with
full and complete discretion, disregard Standard Underwriting
Factors and customary requirements for Standard Life Insurance in
establishing and/or increasing the amount of any Participant's
retirement or death benefit under the Plan.
3.8 Suspension of Benefits Upon Reemployment.
Employment with any Employer subsequent to the commencement of
retirement benefits under this Article III may, at the sole
discretion of the Chief Executive Officer of the Company, result in
the suspension of such benefits for the period of such employment
or reemployment.
ARTICLE IV -- EXCESS RETIREMENT BENEFITS
4.1 Participation. Benefits under this Article IV shall
be payable only to those Participants whose benefits under the
Pension Plan under which they otherwise participate are reduced or
limited by reason of the Limitation on Benefits, and only for such
period that such benefits are actually reduced or limited.
Furthermore, benefits under this Article IV also shall be payable
only to those Participants who are active Employees on or after
January 1, 1994.
4.2 Amount and Method of Payment. (a) Amount of
Benefit. The amount, if any, of the monthly benefit payable to or
on account of a Participant pursuant to this Article IV shall equal
the excess of (i) over (ii) where:
(i) equals the amount of monthly retirement
benefits which would be provided to the
Participant under the Pension Plan without
regard to the Limitation on Benefits; and
(ii) equals the amount of monthly retirement
benefits payable to such Participant under the
Pension Plan due to the application of the
Limitation on Benefits;
provided, however, that no benefit shall be payable to a
Participant under this Article IV unless the amount of such monthly
benefit is at least fifty dollars ($50). The benefit amount
provided under this Section 4.2(a) shall be determined with
reference to the form of benefit determined under Section 4.2(c)
hereof and shall be calculated in accordance with the Standard
Actuarial Factors utilized under the Pension Plan.
(b) Vesting. The amount of benefits payable to a
Participant under this Article IV shall be subject to the vesting
schedule set forth in the Pension Plan. A Participant shall be
vested in benefits under this Article IV to the same extent as such
Participant is vested in benefits under the Pension Plan.
(c) Payment of Benefit. The benefits provided under
this Article IV shall be paid to each such Participant, surviving
spouse (as defined under the Pension Plan) or joint annuitant (as
defined under the Pension Plan) at the same time and in the same
form and manner as benefits are payable under the Pension Plan.
Payments shall be made in accordance with, and subject to, the
terms and conditions of the Pension Plan; provided, however, that
no spousal consent shall be required to commence any form of
payment under this Article IV.
(d) Duration of Payments. Subject to Section 4.2(c),
benefits provided under this Article IV shall commence at the same
time as payments commence under the Pension Plan, and shall
continue to the later of the death of the Participant or, if
applicable, in a reduced amount until the death of the
Participant's lawful spouse or joint annuitant, whichever is
applicable.
(e) Treatment During Subsequent Employment. Employment
with any Employer subsequent to the commencement of benefits under
this Article IV will result in the suspension of such benefits for
the period of such employment or reemployment to the extent forth
under the Pension Plan.
(f) Necessity of Actual Reduction. Notwithstanding any
other provision of this Plan, no amount shall be payable under this
Article IV unless the Participant's monthly benefit paid under the
Pension Plan is actually reduced because of application of the
Limitation on Benefits. Benefits payable to a Participant under
this Article IV shall not duplicate benefits payable to such
Participant from any other plan or arrangement of the Company. In
the event the Secretary of the Treasury or a change in law
liberalizes the limitations applicable to determining the
Limitation on Benefits such that a Participant may receive
additional benefits under the Pension Plan, and the Pension Plan
provides for the payment of such additional benefits to the
Participant, the amount payable under this Article IV shall be
reduced by a corresponding amount.
ARTICLE V -- DISABILITY BENEFITS
5.1 Monthly Disability Benefit. (a) If a Participant
becomes totally disabled following commencement of participation in
the Plan, the Participant shall continue to receive credit for
Years of Participation under the Plan for so long as the
Participant is totally disabled and such Participant's employment
with the Employer has not terminated. Following termination of the
Participant's employment with the Employer, the Participant's
monthly retirement benefits under Article III of the Plan shall
commence beginning on or after the Participant's First Eligible
Retirement Date.
(b) A Participant is "totally disabled" if such
Participant is disabled within the meaning of the applicable long-term
disability plan sponsored by such Participant's Employer.
(c) If a Participant who terminates employment with the
Company due to total disability dies while totally disabled and
before attaining age 65, any death benefit payable to the
Participant's Beneficiary will be determined and paid in accordance
with the terms of Article III.
ARTICLE VI -- MISCELLANEOUS
6.1 Amendment and Termination. Any action to amend,
modify, suspend or terminate the Plan may be taken at any time, and
from time to time, by resolution of the Board of Directors of the
Company (or any person or persons duly authorized by resolution of
the Board of Directors of the Company to take such action) in its
sole discretion and without the consent of any Participant or
Beneficiary, but no such action shall retroactively reduce any
benefits accrued by any Participant under this Plan prior to the
time of such action.
6.2 No Guarantee of Employment. Nothing contained
herein shall be construed as a contract of employment between a
Participant and any Employer or shall be deemed to give any
Participant the right to be retained in the employ of any Employer.
6.3 Funding of Plan and Benefit Payments. This Plan is
unfunded within the meaning of ERISA. Each Employer will make Plan
benefit payments from its general assets. Each Employer may
purchase policies of life insurance on the lives of Plan
Participants and to refuse participation in the Plan to any
Employee who, if requested to do so, declines to supply information
or to otherwise cooperate so that the Employer may obtain life
insurance on behalf of such Participant. The Employer will be the
owner and the beneficiary of any such policy, and Plan benefits
will be neither limited to nor secured by any such policy or its
proceeds. Participants and their Beneficiaries shall have no
right, title or interest in any such life insurance policies, in
any other assets of any Employer or in any investments any Employer
may make to assist it in meeting its obligations under the Plan.
All such assets shall be solely the property of such Employer and
shall be subject to the claims of such Employer's general
creditors. There are no assets of any Employer that are identified
or segregated for purposes of the payment of any benefits under
this Plan. To the extent a Participant or any other person
acquires a right to receive payments from an Employer under the
Plan, such right shall be no greater than the right of any
unsecured general creditor of such Employer and such person shall
have only the unsecured promise of the Employer that such payments
shall be made.
6.4 Payment Not Assignable. Participants and their
Beneficiaries shall not have the right to alienate, anticipate,
commute, sell, assign, transfer, pledge, encumber or otherwise
convey the right to receive any payments under the Plan, and any
payments under the Plan or rights thereto shall not be subject to
the debts, liabilities, contracts, engagements or torts of
Participants or their Beneficiaries nor to attachment, garnishment
or execution, nor shall they be transferable by operation of law in
the event of bankruptcy or insolvency. Any attempt, whether
voluntary or involuntary, to effect any such action shall be null,
void and of no effect.
6.5 Applicable Law. The Plan and all rights hereunder
shall be governed by and construed according to the laws of the
State of North Dakota, except to the extent such laws are preempted
by the laws of the United States of America.
6.6 Claims Procedure. (a) Participants and
Beneficiaries eligible for benefits under this Plan, or any person
duly authorized by them, have the right under ERISA and the Plan to
file a written claim to the Administrator for payment of such
benefits.
(b) If the claim is denied in whole or in part, the
claimant will receive written notice of the Administrator's
decision, including the specific reason for the decision, within 90
days after the Administrator received the claim. If the
Administrator needs more than 90 days to make a decision, the
Administrator will notify the individual in writing within the
initial 90-day period. An additional 90 days may be taken if the
Administrator sends this notice. The extension notice will show
the date by when the Administrator's decision will be sent.
6.7 Plan Administration. (a) The Plan shall be
administered by the Administrator. The Administrator shall serve
as the final review under the Plan and shall have sole and complete
discretionary authority to determine conclusively for all persons,
and in accordance with the terms of the documents or instruments
governing the Plan, any and all questions arising from the
administration of the Plan and interpretation of all Plan
provisions. The Administrator shall make the final determination
of all questions relating to participation of employees and
eligibility for benefits, and the amount and type of benefits
payable to any Participant or Beneficiary. In no way limiting the
foregoing, the Administrator shall have the following specific
duties and obligations in connection with the administration of the
Plan:
(i) To promulgate and enforce such rules,
regulations and procedures as may be proper
for the efficient administration of the Plan;
(ii) To determine all questions arising in the
administration, interpretation and application
of the Plan, including questions of
eligibility and of the status and rights of
Participants and any other persons hereunder;
(iii) To decide any dispute arising hereunder;
provided, however, that the Administrator
shall not participate in any matter
involving any questions relating solely
to the Administrator's own participation
or benefit under this Plan;
(iv) To advise the Boards of Directors of the
Employers regarding the known future need for
funds to be available for distribution;
(v) To correct defects, supply omissions and
reconcile inconsistencies to the extent
necessary to effectuate the Plan;
(vi) To compute the amount of benefits and other
payments which shall be payable to any
Participant or Beneficiary in accordance with
the provisions of the Plan and to determine
the person or persons to whom such benefits
shall be paid;
(vii) To make recommendations to the Board of
Directors of the Company with respect to
proposed amendments to the Plan;
(viii) To file all reports with government
agencies, Participants and other parties
as may be required by law, whether such
reports are initially the obligation of
the Employers, or the Plan;
(ix) To engage an actuary to the Plan, if
necessary, and to cause the liabilities of the
Plan to be evaluated by such actuary; and
(x) To have all such other powers as may be
necessary to discharge its duties hereunder.
(b) Decisions by the Administrator shall be final,
conclusive and binding on all parties and not subject to further
review.
(c) The Administrator may employ attorneys, consultants,
accountants or other persons (who may be attorneys, consultants,
actuaries, accountants or persons performing other services for, or
are employed by, any Employer or any affiliate of any Employer),
and the Administrator, the Employers and their other officers and
directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Board of
Directors of any Employer, the Chief Executive Officer of the
Company, the Administrator, nor any other officer, director or
employee of the Company or of any Employer acting on behalf of the
Board of Directors of any Employer or the Chief Executive Officer
of the Company or the Administrator, shall be personally liable for
any action, determination or interpretation taken or made in good
faith with respect to the Plan, and all members of the Boards of
Directors of the Employers, the Chief Executive Officer of the
Company and the Administrator and each officer or employee of the
Company or of an Employer acting on their behalf shall be fully
indemnified and protected by the Company for all costs, liabilities
and expenses (including, but not limited to, reasonable attorneys'
fees and court costs) relating to any such action, determination or
interpretation.
6.8 Binding Nature. This Plan shall be binding upon and
inure to the benefit of the Employers and their successors and
assigns and to the Participants, their Beneficiaries and their
estates. Nothing in this Plan shall preclude any Employer from
consolidating or merging into or with, or transferring all or
substantially all of its assets to another company or corporation,
whether or not such other company or corporation assumes this Plan
and any obligation of the Employer hereunder.
6.9 Withholding Taxes. The Employers may withhold from
any benefits payable under this Plan all Federal, State, city or
other taxes as shall be required pursuant to any law or
governmental regulation or ruling.
6.10 Action Affecting Chief Executive Officer. To the
extent any action required to be taken by the Chief Executive
Officer of the Company would decrease, increase, accelerate, delay
or otherwise materially impact such individual's benefits under the
Plan, such action shall be taken instead by the Compensation
Committee of the Board of Directors of the Company.
6.11 Payments Due Missing Persons. The Administrator
shall make a reasonable effort to locate all persons entitled to
benefits (including retirement benefits and death benefits for
Beneficiaries) under the Plan; however, notwithstanding any
provisions of this Plan to the contrary, if, after a period of five
years from the date such benefits first become due, any such
persons entitled to benefits have not been located, their rights
under the Plan shall stand suspended. Before this provision
becomes operative, the Administrator shall send a certified letter
to all such persons at their last known address advising them that
their benefits under the Plan shall be suspended. Any such
suspended amounts shall be held by the Employer for a period of
three additional years (or a total of eight years from the time the
benefits first became payable) and thereafter such amounts shall be
forfeited and non-payable.
6.12 Liability Limited. Neither the Employers, the
Administrator, nor any agents, employees, officers, directors or
shareholders of any of them, nor any other person shall have any
liability or responsibility with respect to this Plan, except as
expressly provided herein.
6.13 Incapacity. If the Administrator shall receive
evidence satisfactory to it that a Participant or Beneficiary
entitled to receive any benefit under the Plan is, at the time when
such benefit becomes payable, a minor or is physically or mentally
incompetent to receive such benefit and to give a valid release
therefor, and that another person or an institution is then
maintaining or has custody of such Participant or Beneficiary and
that no guardian, committee or other representative of the estate
of such Participant or Beneficiary shall have been duly appointed,
the Administrator may make payment of such benefit otherwise
payable to such Participant or Beneficiary (or to such guardian,
committee or other representative of person's estate) to such other
person or institution, and the release of such other person or
institution shall be a valid and complete discharge for the payment
of such benefit.
6.14 Plurals. Where appearing in the Plan, the singular
shall include the plural, and vice versa, unless the context
clearly indicates a different meaning.
6.15 Headings. The headings and sub-headings in this
Plan are inserted for the convenience of reference only and are to
be ignored in any construction of the provisions hereof.
6.16 Severability. In case any provision of this Plan
shall be held illegal or void, such illegality or invalidity shall
not affect the remaining provisions of this Plan, but shall be
fully severable, and the Plan shall be construed and enforced as if
said illegal or invalid provisions had never been inserted herein.
6.17 Payment of Benefits. All amounts payable hereunder
may be paid directly by the Employer or pursuant to the terms of
the grantor trust, if any, established as a funding vehicle for
benefits provided hereunder.
ARTICLE VII -- ADDITIONAL AFFILIATED COMPANIES
7.1 Participation in the Plan. (a) Any Employer may
become an Affiliated Company with respect to this Plan with the
consent of the Chief Executive Officer of the Company, upon the
following conditions:
(i) such Employer shall make, execute and deliver
such instruments as the Company requires; and
(ii) such Employer shall designate the Company, the
Chief Executive Officer of the Company and the
Administrator, as its agents for purposes of
this Plan.
(b) Any such Affiliated Company may by action of its
Board of Directors withdraw from participation, subject to approval
by the Chief Executive Officer of the Company.
7.2 Effect of Participation. Each Affiliated Company
which with the consent of the Chief Executive Officer of the
Company complies with Section 7.1(a) shall be deemed to have
adopted this Plan for the benefit of its Employees who participate
in this Plan.
IN WITNESS WHEREOF, the Company, as the sponsoring
employer of the Plan, has caused this Plan document to be duly
executed by its Chairman and Chief Executive Officer on this 3rd
day of November, 1994.
MDU RESOURCES GROUP, INC.
By:/s/ John A. Schuchart
John A. Schuchart
Chairman of the Board and
Chief Executive Officer
APPENDIX A
Monthly Monthly
Level Salary Death Benefit Retirement Benefit*
D $ 50,000 - $ 59,999 $ 3,456 $ 1,728
E $ 60,000 - $ 74,999 $ 4,320 $ 2,160
F $ 75,000 - $ 99,999 $ 5,760 $ 2,880
G $100,000 - $124,999 $ 7,200 $ 3,600
H $125,000 - $149,999 $ 8,640 $ 4,320
I $150,000 - $174,999 $10,080 $ 5,040
J $175,000 - $199,999 $11,520 $ 5,760
K $200,000 - $224,999 $12,960 $ 6,480
L $225,000 - $249,999 $14,400 $ 7,200
M $250,000 - $274,999 $15,840 $ 7,920
N $275,000 - $299,999 $17,280 $ 8,640
O $300,000 - $324,999 $18,720 $ 9,360
P $325,000 - $349,999 $20,160 $10,080
The above schedule applies to those Participants who were Employees
on or after January 1, 1990. All benefits are paid for a maximum
of 180 months.
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* This amount shall be lesser than the net present value of the death
benefit, as determined at the sole discretion of the Administrator.