NSP DEFERRED COMPENSATION PLAN
(Restated As Amended Through January 1, 1992)
TABLE OF CONTENTS
SECTION TITLE PAGE
1 Name of Plan 1
2 Obligations of Participating Employers 1
3 Purpose of the Plan 1
4 Definitions 1
5 Persons Eligible to Participate 3
6 Annual Election 3
7 Deferral Options 5
8 Regular Deferred Compensation Accounting 8
9 Adjustments and Payments for Diminution 9
of Other Benefits
10 Distribution of Accounts 15
A. Normal Distribution 15
B. Hardship Distributions 17
C. Distribution upon Death 18
D. Lifetime Distribution of Certain
Pension-Related Payments
11 Beneficiaries and Alternate Payees 20
A. Beneficiaries 20
B. Alternate Payee's Beneficiary 21
C. Presumptions 22
D. Waiver of Interest 22
E. Benefits Unassignable 23
F. Assignments Pursuant to a QDRO 23
12 Amendment and Termination 23
13 Administrative Provisions 24
A. Committee 24
B. Facility of Payment 24
C. Source of Payment 25
D. Claims Procedure 26
E. Right to Withhold Payment 27
F. Applicable Law 28
G. Number 28
H. Employment Rights 28
ADDENDUM
The Wealth-Op Program and its separate table of contents immediately
follows Section 13.
WEALTH-OP DEFERRED BENEFIT ADDENDUM
TO
NSP DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
SECTION TITLE PAGE
Introduction W-1
WEALTH-OP PROGRAM W-3
W1 Definitions W-3
W2 Employee Deferrals W-6
W3 Deferred Benefit Accounts W-9
W4 Normal Benefit W-11
W5 Uncompleted Benefit Units W-12
W6 Termination Benefit W-14
W7 Termination of Participation in
Wealth-Op Program W-15
W8 Survivor Benefit W-15
A. Death While in Service
Prior to Age 55 W-15
B. Death While in Service
After Age 55 W-17
C. Death After Retirement W-18
W9 Disability Benefit W-19
W10 Deferral of Payment W-23
W11 Recipients of Payments;
Designation of Beneficiary W-23
W12 Aggregation of Payments W-24
W13 Protective Provisions W-24
W14 Offset W-25
W15 Termination of Wealth-Op W-25
Program
NSP DEFERRED COMPENSATION PLAN
(Restated As Amended Through January 1, 1992)
Section 1. Name of Plan. This is the NSP Deferred Compensation
Plan (the "Plan") of
Northern States Power Company, a Minnesota corporation (the "Company"), and
other Participating
Employers. The Plan was adopted by the Company effective December 18, 1980,
and is set forth herein
as amended through January 1, 1992. This restatement of the Plan is
effective as of January 1, 1992,
unless otherwise specifically provided.
Section 2. Obligations of Participating Employers. Payments shall
be made only by the
Participating Employer which last employed the Participant before payments
commence, but each
Participating Employer agrees to reimburse the paying Participating Employer
for the deferrals and
additions that accrued during the period a payee was in their respective
employment. Elections made
to one Participating Employer are binding on the electing Participant and any
other Participating
Employer who later becomes the Participant's employer.
Section 3. Purpose of the Plan. The purpose of the Plan is to
enable Eligible Employees
of the Participating Employers to defer a portion of the compensation to
become due to them for the
purpose of supplementing their retirement and disability income.
Section 4. Definitions. For the purposes of the Plan, the
following words and phrases
shall have the meanings indicated as follows:
"Alternate Payee" is a person or entity entitled to receive all or
a portion of the
Participant's benefits under the Plan pursuant to a qualified
domestic relations order as
defined in Section 11.
"Beneficiary" means the person, persons, trust or estate designated
by a Participant or
otherwise entitled under Section 11 of the Plan to receive
distribution of the
Participant's benefits under the Plan in the event of the
Participant's death prior to full
receipt thereof.
"Code" refers to the Internal Revenue Code of 1986, as amended.
"Committee" means the committee of at least three persons appointed
by the Chief Executive
Officer or President of the Company to administer the Plan as
provided in Section 13(A).
"Company" means Northern States Power Company, a Minnesota
corporation.
"Eligible Employees" are employees described in Section 5.
"ERISA" refers to the Employee Retirement Income Security Act of
1974, as amended.
"ESOP" means the Northern States Power Company Employee Stock
Ownership Plan, as from time
to time amended.
"Executive Leadership Group" means those employees of Participating
Employers who have been
designated by the Company as members of the Executive Leadership
Group.
"Fixed Income Option" means the method for crediting a Regular
Deferred Compensation
Account described in Section 7(C)(1).
"NSP Phantom Stock Option" means the method for crediting a Regular
Deferred Compensation
Account described in Section 7(C)(2).
"Officer" means an officer of a Participating Employer who has been
determined by the
Company to be a "principal officer."
"Participant" means an Eligible Employee who participates in the
Plan as described in
Section 6.
"Participating Employer" means the Company; Northern States Power
Company, a Wisconsin
corporation; NRG Energy Inc., a Delaware corporation; and any other
subsidiary or
affiliated corporation of the Company which elects to participate
in the Plan with the
consent of the Company.
"Pension Plan" means the Northern States Power Company Pension
Plan, as from time to time
amended.
"Plan" means the NSP Deferred Compensation Plan.
"Plan Year" means January 1 through December 31.
"Regular Deferred Compensation Account" means an account created
for a Participant under
Section 8 of the Plan.
"Retirement Savings Plan" means the Northern States Power Company
Retirement Savings Plan -
- Nonunion, as from time to time amended.
"Wealth-Op Program" refers to all the provisions of the Wealth-Op
Deferred Benefit Addendum
to the Plan which provides for a deferral option under the Plan.
Section 5. Persons Eligible to Participate. An "Eligible
Employee" is a full-time benefit
employee of a Participating Employer who is, or by January 1 of the next year
will be, an Officer or
a member of the Executive Leadership Group. Notwithstanding the foregoing,
an employee is not eligible
to participate in the Plan for any calendar year during which the employee
is not included within a
"select group of management or highly compensated employees" as determined
under final or temporary
regulations promulgated by the U.S. Department of Labor for the purposes of
Section 301(a)(3) of ERISA.
Section 6. Annual Election.
(A) On or before November 15, 1988, and on or before November 15
of each year thereafter,
each Eligible Employee desiring to participate in the Plan for the ensuing
year shall file a written
election with respect thereto with the Secretary of the Company or a designee
appointed by such
Secretary. (The Company may permit an Eligible Employee to make this
election after November 15, but
in no event later than December 31, of any year if the Company, in its sole
and absolute discretion,
determines that the Eligible Employee was unable to make a timely election
for reasons beyond the
Eligible Employee's control.) Upon such an election, the Eligible Employee
shall be classified as a
"Participant." However, any Eligible Employee who becomes entitled to a
benefit under Section 9 shall
automatically thereupon become a "Participant."
(B) An election may be made for only the ensuing year, except as
otherwise provided
beyond the ensuing year, and shall designate the amount of compensation,
expressed in a dollar amount
of not less than $100 per month, to be earned by such Participant which shall
be deferred and paid to
the Participant as provided in this Plan. Such amount may not reduce regular
compensation to an amount
below the contribution and benefit base in effect for the applicable future
year under Section 230 of
the Social Security Act; provided, that the Company, in its sole discretion,
may waive this restriction
for any year. The restriction in the preceding sentence shall be applied pro
rata if employment during
a year is less than 12 months. In addition, or alternatively, the
Participant may elect to defer any
increase in the Participant's regular compensation from a Participating
Employer which becomes
effective during such ensuing year. For elections made in 1989, no
Participant may defer more than
a cumulative amount equal to ten percent per annum of annual base pay
projected for 1990 plus the
aggregate regular base pay received from the Participating Employers for all
years during which the
Participant was eligible to participate in this Plan, less the amount
actually deferred by the
Participant in prior years. No incentive pay, severance pay, or other
compensation which is not part
of regular compensation may be deferred.
(C) All deferrals shall be credited to the Regular Deferred
Compensation Account under
Section 8 of the Plan or the Wealth-Op Deferred Benefit Account under the
Wealth-Op Deferred Benefit
Addendum in the month it would otherwise have been paid to the Participant.
Amounts credited to
Regular Deferred Compensation Accounts shall be governed by Sections 7, 8,
9 and 10 of this Plan.
Amounts credited to Wealth-Op Deferred Benefit Accounts shall not be subject
to Sections 7, 8, 9 and
10 except as may be specifically provided by the provisions of the Wealth-Op
Deferred Benefit Addendum
to the NSP Deferred Compensation Plan.
(D) An election made prior to November 15 for an ensuing year can
be changed at any time
before November 15 of that calendar year to be effective for such ensuing
year. After November 15 of
any year, elections in effect for the following year are irrevocable and the
Participant shall have
no right to receive any amount elected for deferral, except pursuant to this
Plan.
Section 7. Deferral Options.
(A) As further deferred earnings, a Participant's Regular Deferred
Compensation Account
shall be credited as of the end of each month with a sum certain based on the
options set forth in this
Section 7 in accordance with the provisions of Sections 8(B) and 8(C).
(B) A Participant may elect an option for all or a portion of the
deferments at the time
of the annual election under Section 6; provided that effective for elections
made for years after
1990, the amounts deferred pursuant to Section 6 for which a Participant may
elect the NSP Phantom
Stock Option shall be limited to a cumulative amount equal to:
(1) 10% per annum of:
(a) the Participant's current annual base pay projected for
the applicable year;
plus
(b) the Participant's aggregate regular base pay for all such
years during which the
Participant was eligible to participate in this Plan; less
(2) the amounts previously deferred for which the NSP Phantom Stock
Option was actually
elected by the Participant in all such years.
No change in the option may be effective for the calendar year in which the
change is made.
Prospective changes may be made as provided in Section 8(C). In the event
the Participant fails to
designate an option for any deferred amounts, the Company shall credit the
account as though the Fixed
Income Option had been designated.
(C) The options available for a Participant's Regular Deferred
Compensation Account are
as follows:
(1) Fixed Income Option. Upon the election of the "Fixed Income
Option", the
Participant's deferred compensation account, or the designated
portion thereof, will
be treated as though an amount equal to the monthly amount of
deferred compensation
were placed in the fixed income option (guaranteed interest
contract) of the
Retirement Savings Plan at the same time as employee
contributions to that Plan are
credited thereto. The deferred compensation account will be
credited with additions
equal to the amount of income which would have been earned if
such account were
invested in the Fixed Income Account of the Retirement Savings
Plan. If the election
is not changed, the deferred compensation account will be
credited in succeeding
years in the same manner.
(2) NSP Phantom Stock Option. Upon the election of the "NSP
Phantom Stock Option" the
Participant's deferred compensation account, or the designated
portion thereof, will
be treated as though deferred amounts were received by the
Company as an optional
cash payment in the Company's Dividend Reinvestment and Stock
Purchase Plan, (the
"DIR Plan"). The current monthly deferrals if any, of the
Participant shall be
credited at the same time they would have been if they were
contributed by payroll
deduction as an optional cash payment to the DIR Plan. Such
deferred compensation
account will reflect the number of whole and fractional shares
of NSP common stock
which would have been acquired with such cash at the time of
such assumed optional
cash payments to the DIR Plan. Such deferred compensation
account will be credited
with additions equal to the amount of shares of common stock
which would have been
acquired if cash dividends equal to those paid on the amount
of common stock credited
to the account had been automatically invested under the DIR
Plan. If the election
is not changed, the deferred compensation account, or the
designated portion thereof,
will be credited in the succeeding year with additions as
provided above. The value
of the sum so deferred, at the time of any payment, shall be
equal to the number of
dollars represented by the "Investment Price" of the shares
of common stock credited
to the account as of the "Investment Date." "Investment
Price" shall be a price
equal to the reported closing price of the NSP common stock
on the New York Stock
Exchange as reported in the Wall Street Journal for the New
York Stock Exchange-
Composite Transactions as of the Investment Date preceding the
payment. "Investment
Date" is the twentieth day of each month if that date is a New
York Stock Exchange
trading day and a closing price is reported, or the first
succeeding date for which
a closing price is reported in said Composite Transactions.
(D) Notwithstanding the foregoing, amounts credited to a
Participant's Regular Deferred
Compensation Account pursuant to Sections 9(D) or 9(E) shall be credited in
accordance with the Fixed
Income Option, and no other options will be available.
(E) Notwithstanding anything in the Plan to the contrary, the
Company reserves the right
to take any action with respect to transactions involving the NSP Phantom
Stock Option that the
Company, in its sole discretion, deems necessary or advisable to prevent any
violation of federal or
state securities laws.
Section 8. Regular Deferred Compensation Accounts.
(A) The Company shall establish and maintain, in the name of each
Participant, an
individual account, to be known as a Participant's Regular Deferred
Compensation Account, to which the
deferred earnings under Sections 6, 7, and 9 (other than earnings credited
to the Wealth-Op Deferred
Benefit Accounts) shall be credited. Separate subaccounts shall be created
if part of the account is
being deferred under Section 7(C)(1) and part is being deferred under Section
7(C)(2), or if amounts
are credited to the account pursuant to Section 9(D).
(B) Until the entire balance of a Participant's Regular Deferred
Compensation Account
is distributed, the account will be adjusted at least annually, as of the end
of each month, to reflect
amounts accruing to the account balance under Section 7, provided that
effective as of the first day
of the year following termination of employment, Section 7(C)(1) will be
applied even if
Section 7(C)(2) previously applied in whole or in part.
(C) Subject to the limitations set forth in Section 7(B), a
Participant may elect to have
all or a portion of the Participant's account or subaccount balance,
determined as of the end of the
year, accrue deferred earnings under another Section 7 option for the ensuing
year. Such adjustments
will be effective as of the first day of the year following the requested
adjustment. Any adjustments
which accrue under Section 7(C)(1) of any amount previously accrued under
Section 7(C)(2) shall be
based on the Investment Price of the common stock allocated to such Section
7(C)(2) account as of the
Investment Date (see Section 7(C)(2)) preceding the effective date of such
account adjustment. In the
event the valuation of the Section 7(C)(2) account is necessary before the
end of a year due to a
distribution of the account, the Investment Date will be the 20th day of the
month preceding the month
distribution commences.
Section 9. Adjustments and Payments for Diminution of Other
Benefits.
(A) Amounts deferred by Participants shall not be deemed to be
compensation for the
purpose of allocations to the qualified retirement plans of the Company. In
addition, amounts paid
to a Participant as incentive pay are not taken into account in determining
a Participant's benefits
under certain of the Company's qualified retirement plans, and the Code
places limitations on the
amount of a Participant's compensation that may be taken into account in
determining the Participant's
benefits under said plans. To avoid any significant reduction in the value
of a Participant's overall
retirement benefits because of an election to defer compensation, because of
the payment of
compensation in the form of incentive pay, or because of limitations on
compensation imposed by the
Code, the Company shall increase deferred earnings by increasing a
Participant's Regular Deferred
Compensation Account and providing monthly payments as provided in this
Section.
(B) As of the end of each year, the Company shall adjust the
Regular Deferred
Compensation Account of a Participant to reflect the approximate dollar
amount, if any, such
Participant would have been allocated under the ESOP if compensation had not
been deferred. No
adjustments will be made to reflect any reduction in the amount of
contributions which but for the
deferral the Participant could have elected to make or directed the Company
to make on behalf of the
Participant to the ESOP or the Retirement Savings Plan, such as a voluntary,
matching, or pay
conversion contribution.
(C) Participants shall receive a monthly payment under the Plan
equal to the difference,
if any, between the monthly annuities payable to the Participant under the
Pension Plan and the NSP
Excess Benefit Plan, and the monthly annuities that would have been payable
under the Pension Plan and
the NSP Excess Benefit Plan if deferred compensation was taken into account
in determining the
Participant's benefits under said plans. If a Participant dies while
receiving such payments, the
Participant's surviving spouse, if any, shall be entitled to continued
payments as provided in Section
10(D). If a Participant's surviving spouse receives a "Spouse's Benefit"
under the Pension Plan as
a result of the Participant's death prior to retirement, the Company shall
pay to the surviving spouse
a monthly amount equal to the difference, if any, between the monthly annuity
payable to such surviving
spouse under the Pension Plan and the NSP Excess Benefit Plan, and the
monthly annuities that would
have been payable under the Pension Plan and the NSP Excess Benefit Plan if
deferred compensation was
taken into account in determining the Participant's benefits under said
plans. If benefits are paid
to any Participant (or spouse) from Supplemental Benefits under the NSP
Optional Disability Plan, the
Company will make similar payments each month to reflect the reduction, if
any, in the amount of
benefits payable because deferred compensation did not qualify as "monthly
basic compensation."
(D) For each Plan Year commencing on or after January 1, 1989, the
Regular Deferred
Compensation Account of a Participant who is a member of the Executive
Leadership Group shall be
increased by a percentage of the amounts paid to the Participant in such Plan
Year pursuant to a
Participating Employer's annual incentive compensation plan. For each Plan
Year commencing on or after
January 1, 1990, the Regular Deferred Compensation Account of a Participant
who is an Officer shall
be increased by a percentage of the amounts paid to the Participant in such
Plan Year pursuant to a
Participating Employer's annual incentive compensation plan. (Amounts paid
to Participants pursuant
to a Participating Employer's annual incentive compensation plans are
referred to herein as "Incentive
Pay.") Such increases shall be determined by the Company in its sole
discretion for each Plan Year,
and shall be for the purpose of providing benefits that will approximate the
additional benefits the
Participants would have received from the Pension Plan if the Participants'
Incentive Pay for such Plan
Year had been taken into account in calculating the Participants' Pension
Plan benefits. Increases
under this Section 9(D) shall be credited to the Participant's Regular
Deferred Compensation Account
as of the dates on which the Participant receives payment of the Incentive
Pay to which the increases
relate.
(E) An additional amount shall be credited to the Regular Deferred
Compensation Account
of a Participant listed on Schedule A if, on the date the Participant's
employment terminates with all
Participating Employers, the Company determines that the increases credited
to the Participant pursuant
to Section 9(D) do not adequately replace the additional benefits the
Participant would have received
from the Pension Plan and the NSP Excess Benefit Plan if the Participant's
Incentive Pay had been taken
into account in calculating the Participant's benefits under said plans.
Such additional amount shall
be equal to the excess of:
(1) the then present value (determined as provided in Section 9(H))
of the additional
benefits the Participant would have received from the Pension Plan and
the NSP Excess Benefit
Plan if the Participant's Incentive Pay had been taken into account in
calculating the
Participant's benefits under said plans; over
(2) the balance of the subaccount established to record the amounts
credited to the
Participant's Regular Deferred Compensation Account pursuant to Section
9(D) on the date the
Participant's employment terminates with all Participating Employers.
(F) Effective January 1, 1989, any reduction in the monthly
annuity payable to the
Participant (or spouse) under the Pension Plan caused by the maximum annual
benefit limitations imposed
by Section 415 of the Internal Revenue Code of 1986, as amended, will be
taken into account in
determining benefits provided under the NSP Excess Benefit Plan. In
addition, Officers of the Company,
of Northern States Power Company, a Wisconsin corporation, and of NRG Energy
Inc. shall receive a
monthly payment under this Plan equal to the amount, if any, of the reduction
in the monthly annuity
payable to such Officer (or to such Officer's spouse) under the Pension Plan
and the NSP Excess Benefit
Plan because compensation taken into account in determining the Participant's
benefits under said plans
did not include compensation which would have been taken into account, but
for a limitation imposed
by the Code on the maximum amount of compensation which can be used for
determining an individual's
benefits under a qualified defined benefit pension plan.
(G) The Committee has the sole discretion to establish the method
of determining the amount
of adjustments to Regular Deferred Compensation Accounts, and the amount of
payments to Participants
and their surviving spouses, pursuant to this Section 9. Such methods may
vary from year to year as
long as all similarly situated Participants are adjusted or paid under the
same method throughout a
particular year. Notwithstanding anything in this Section 9 to the contrary,
no adjustments to the
Regular Deferred Compensation Account of a Participant are required under
Sections 9(D) or 9(E), and
no payments to a Participant or surviving spouse shall be required under
Sections 9(C) or 9(F), if the
Participant's employment terminates (for any reason other than death) prior
to the date the Participant
becomes eligible for Normal, Early, Late, or Disability Retirement under the
Pension Plan, but the
Company may make adjustments or payments at its discretion on an individual
basis.
(H) A Participant may elect to receive in a lump sum the present
value of all payments
attributable to Sections 9(C), 9(D), 9(E) and 9(F). Any such election will
apply only to payments
based on compensation earned in Plan Years beginning after the Plan Year in
which the election is made,
it will be irrevocable as to payments based on compensation earned in the
Plan Years during which it
remains in effect, and it will remain in effect until revoked by a new
election. If the same election
has not been made for every year, the portion of the payments attributable
to Sections 9(C), 9(E) and
9(F) that will be paid in a lump sum will be determined by the Company in a
consistent manner which
reasonably reflects the period during which the lump sum election was in
effect. The initial election
by a Participant shall be irrevocable until the Participant attains age 50.
(For purposes of the
preceding sentence, a Participant who has not filed a written distribution
election will not be deemed
to have made an initial election.) The present value shall be determined at
the sole discretion of
the Committee applying an interest rate based on the interest rate being
applied by the Pension Benefit
Guaranty Corporation for valuing immediate annuities at January 1 of the year
in which such
determination is being made, as further referenced in the Pension Plan. No
election under this Section
9(H) changes the payments provided in Section 10(D) to the extent the
adjustments or payments under
Sections 9(C), 9(D), 9(E) and 9(F) relate to service prior to 1989. Payment
of a lump sum elected
pursuant to this Section 9(H) shall be made on the date as of which payments
to the Participant would
have begun under Section 10(A).
Section 10. Distribution of Accounts.
(A) Normal Distribution.
(1) Except as otherwise provided in Section 9(H) and this Section
10, a Participant's
Regular Deferred Compensation Account will be distributed to the Participant
in 180 substantially equal
monthly installments commencing on the last day of January following the
calendar year in which the
Participant's employment terminates with all Participating Employers. The
amount of each monthly
installment paid during a particular Plan Year shall be the monthly amount
the Company, in its
discretion, determines is necessary to pay the Participant's Regular Deferred
Compensation Account
balance as of the end of the immediately preceding Plan Year, plus projected
adjustments pursuant to
Section 8(B), in substantially equal installments over the remainder of the
payment period. The
Company may at any time adjust the monthly payments to conform to a new
estimate of a Participant's
account additions. The Company may also increase the monthly payment amount
and reduce the number of
installment payments to the extent necessary to ensure that each installment
(when added to any other
periodic payments due under the Plan, including Wealth-Op) will equal at
least $500 per month. (For
payments to a surviving spouse, the minimum monthly payment shall be $250
instead of $500.)
(2) Without regard to the foregoing, if so designated by the
Participant in the deferral
election, the Participant may irrevocably elect to have payments relating to
such deferral election
begin the last day of January following the later of (1) the date the
Participant attains age 65 or
(2) the date on which the Participant's employment terminates with all
Participating Employers;
provided, that such an election shall not be effective if the Participant's
employment terminates
before the Participant is eligible for Normal, Late, Early or Disability
Retirement under the Pension
Plan.
(3) If a Participant's termination of employment entitles the
Participant to receive cash
payments under the NSP Severance Plan, and the Participant's Eligible Benefit
Date (as defined in
Section W1 of the Wealth-Op Deferred Benefit Addendum) occurs during the
period for which such payments
are being made, the Participant will not be considered to have terminated
employment with all
Participating Employers for purposes of this Section 10(A) until such
Eligible Benefit Date.
(B) Hardship Distributions.
(1) Prior to termination of employment or at any time after
distribution commences, a
Participant may make a written request to the Company to distribute the
Participant's Regular Deferred
Compensation Account (exclusive of any payments attributable to Section 9(C)
or Section 9(F)) at a
different time or in a different manner, including in a lump sum payment or
by installments which vary
from those set forth in Section 10(A) above. Such request may be directed
to the Company's President
or to the Vice President in charge of the Human Resources Department.
(2) The request shall be reviewed by a committee of at least three
active employees of
the Participating Employers (Committee), which Committee shall be the
Committee as provided in Section
13, or by another committee delegated by such Committee to act on requests
for special distribution
of Regular Deferred Compensation Accounts. No employee appointed to such
Committee shall act on a
request by such employee as a Participant.
(3) The Committee shall review each request, which may be
supplemented by further oral
or written communication with the Participant and, in its sole discretion,
shall determine whether
to grant the request in whole or in part and direct distribution accordingly.
The request should be
granted if the Committee believes the Participant will suffer a financial
hardship if the request is
not granted, but the Participant shall have no right to appeal or dispute the
Committee's absolute
discretion in deciding the matter. The foregoing shall not exclude the
Participant from renewing a
denied request in a subsequent calendar year, or resubmitting a denied
request setting forth new or
additional justification for the same. No person in the employ of a
Participating Employer shall be
eligible for a financial hardship distribution and no person may receive a
financial hardship
distribution after retirement, except to meet a financial hardship caused by
casualty loss or by
illness, injury or death of the Participant, spouse or dependent as described
below for a former
employee. No former employee may obtain a distribution for financial
hardship for at least six months
after termination of employment. Financial hardship shall be the inability
of the former employee to
meet financial obligations originally incurred while employed or to meet a
financial emergency caused
by an extraordinary and unforeseeable casualty loss or brought about by the
death or the sudden and
unexpected illness or injury of the former employee, spouse or dependent (as
defined in Section 152(a)
of the Code) which the former employee (or spouse) cannot meet with current
income or by liquidation
of assets to the extent the liquidation of assets would not in itself cause
severe financial hardship.
Payments shall not be made in excess of the amount needed to satisfy the
financial hardship.
(C) Distribution upon Death. Upon the death of a Participant, the
Participant's Regular
Deferred Compensation Account shall be distributed to the Participant's
Beneficiary. If the
Beneficiary is the Participant's spouse, the distribution shall be paid to
such spouse in the same
manner as it was being paid, or would have been paid, to the Participant
including a right of such
spouse to request a special distribution under Section 10(B). In all other
cases, the distribution
of the account shall be made in a lump sum to the Beneficiary within 30 days
after the Company receives
acceptable proof of Beneficiary status and receives necessary proof of
address and identity.
(D) Lifetime Distribution of Certain Pension-Related Payments.
If no lump sum payment
as provided in Section 9(H) was elected, the monthly payments, if any,
required by Sections 9(C) and
9(F) shall be made to the Participant for life and, if survived by a spouse
receiving a monthly benefit
from the Pension Plan, such surviving spouse shall receive one-half of the
Participant's monthly
payment for as long as payments continue to the spouse under the Pension
Plan. The monthly payments
may be added directly to monthly payments, if any, being made under the prior
provisions of this
Section 10. If the monthly benefit payment payable under the preceding
sentence should at any time
be in an amount less than $500 per month, the benefit payments can be
adjusted so as to be payable
every other month or other periodic interval, but not less than annually,
which will result in each
payment (other than an annual payment) being in an amount of $500 or more.
For payments to a surviving
spouse, the minimum monthly payment will be $250 instead of $500. Section
7 additions will not be
applied to any payments generated by Section 9(C) or 9(F). If no other
monthly payments are being
made, or to be made, under this Plan, and if the present value of any benefit
payable under this
Section 10(D) is less than $5,000, the Participating Employer shall pay the
present value of such
benefit to the Participant (or spouse) in a single lump sum in lieu of any
further benefit payments
hereunder. Present value will be calculated as provided in Section 9(H).
Section 11. Beneficiaries and Alternate Payees.
(A) Beneficiaries. Except when a death benefit is payable only
to a surviving spouse,
a Participant may designate a Beneficiary (which may be more than one person
or entity) to whom
distribution of such Participant's Regular Deferred Compensation Account
and/or Wealth-Op Deferred
Benefit Account shall be made in the event of the Participant's death prior
to the full receipt
thereof. Such a designation may be changed or revoked by the Participant at
any time without notice
to the Beneficiary. The designation of any Beneficiary and any change or
revocation thereof shall be
made in writing and delivered to the Company prior to the death of the
Participant. If no Beneficiary
is designated, if a designation is revoked in whole or in part, or if a
designated Beneficiary shall
not survive to receive all payments due hereunder, all or such part of the
Participant's accounts as
have not been distributed shall be payable to the first class of the
following classes of automatic
Beneficiaries then surviving and (except in the case of surviving issue) in
equal shares if there are
then more than one in each class: (1) Participant's widow or widower; (2)
Participant's surviving issue
per stirpes; (3) Participant's surviving parents; (4) Participant's surviving
brothers and sisters;
(5) executor or administrator of Participant's estate. For the purpose of
the foregoing, "per stirpes"
means in equal shares among living children and the issue of deceased
children, the latter taking by
right of representation. "Issue" means all persons who are descended from
the person referred to,
either by legitimate birth to or legal adoption by such person, or any of
such person's legitimately
born or legally adopted descendants. A Beneficiary or surviving spouse who
intentionally causes the
death of the Participant shall be deemed to have not survived the Participant
for purposes of all
distributions. The foregoing provisions of this Section shall not preclude
the designation of a
Beneficiary's estate or other contingent Beneficiaries in the event the first
designated Beneficiary
does not survive to receive full payment. (If the Beneficiary is the spouse,
and the spouse dies
before full distribution, the account balance shall be distributed to the
next then surviving
contingent Beneficiary of the deceased Participant; provided that if the
Participant by will or other
written designation gave the spouse by power of appointment or otherwise the
power to select the
Beneficiary upon death of the spouse, the distribution shall be to the
Beneficiary designated in
writing by the spouse if the spouse files such designation with the Company
before the death of the
spouse.)
(B) Alternate Payee's Beneficiary. In regard to the account of
an Alternate Payee, the
Alternate Payee may designate a Beneficiary, or, in lieu thereof, shall have
a Beneficiary determined
by the Plan, in the same manner as though the term "Alternate Payee" were
substituted for the term
"Participant" in Section 11(A) above.
(C) Presumptions. If a Beneficiary, including a surviving spouse,
and the Participant
die under circumstances where it is not known who died first, it will be
presumed, for the purpose of
this Section 11, that the Participant survived the Beneficiary. If the
Company is unable to locate
an automatic or designated Beneficiary (other than a surviving spouse) within
six months after death,
or within 60 days prior to the contemplated initial distribution of the
decedent's account, whichever
date shall last occur, the Beneficiary as of that date shall be deemed to
have waived the Beneficiary's
right to receive a distribution from the Plan. The distribution which would
otherwise have been made
to such Beneficiary shall then be made from the Plan to the contingent
Beneficiary(ies) then surviving
as though such Beneficiary did not survive the decedent. A surviving spouse
who cannot be located
within two years of the decedent's death shall be presumed to have not
survived the decedent, and
distribution of the decedent's account shall be made to the contingent
Beneficiary(ies) surviving at
the time of distribution.
(D) Waiver of Interest. If a Beneficiary, including a surviving
spouse, waives all right
to receive distribution from the Plan in writing delivered to the Company,
the distribution shall be
made to the contingent Beneficiary(ies) surviving at the time of
distribution. In addition, if the
Beneficiary's Social Security number or other information required for
distribution is not delivered
to the Company within the time designated (not less than 30 days) in a
written notice sent by the
Company to the last known address of the Beneficiary, the Beneficiary shall
be deemed to have waived
the Beneficiary's right to receive distribution from the Plan.
(E) Benefits Unassignable. Except for assignment to an Alternate
Payee as hereafter
permitted, to the extent permitted by law, no Participant or Beneficiary
shall have any transferrable
interest in a Regular Deferred Compensation Account or a Wealth-Op Deferred
Benefit Account before or
after such an account is being distributed; the right of any such Participant
or Beneficiary to any
payment before the actual receipt thereof hereunder shall not be subject in
any manner to attachment
or other legal process or debts or other legal obligations of such
Participant or Beneficiary; and any
such interest in the account or payment therefrom shall not be subject to
anticipation, alienation,
sale, transfer, assignment or encumbrance.
(F) Assignments Pursuant to a QDRO. Section 11(E) shall not apply
to amounts payable
to an Alternate Payee pursuant to a qualified domestic relations order
satisfying the requirements of
Section 206(d) of ERISA. The Company shall establish reasonable procedures
to determine the qualified
status of domestic relations orders and to administer distributions under
such orders.
Section 12. Amendment and Termination. The Company reserves the
right to amend or
terminate this Plan without notice to or consent of Participants. Any such
amendment or termination
shall be set forth in writing and executed by the President or any Vice
President and attested by the
Secretary or any Assistant Secretary of the Company. It shall transmit any
such amendments to other
Participating Employers. Each other Participating Employer reserves the
right to withdraw from
participation in this Plan, but until such withdrawal occurs, they shall be
bound by the Plan as
originally established and as amended from time to time. The Company
expressly reserves the right to
retroactively amend the Plan if the Company determines that such amendment
is necessary to maintain
the tax qualified status of any other retirement plan maintained by a
Participating Employer, or if
the amendment is not adverse to the Participants.
Section 13. Administrative Provisions.
(A) Committee. This Plan shall be administered by the Company.
The Company may act
through a committee of at least three persons appointed by the Company's
Chief Executive Officer or
President, which committee shall be designated and known as the "Deferred
Compensation Committee."
The appointment of the Committee shall be by written designation on file in
the office of the Secretary
for the Company. The Committee may delegate any or all of its administrative
authority. The Committee
shall have the power to interpret and resolve all questions arising under the
Plan and to adopt such
rules and policies as it deems necessary for the administration of the Plan.
(B) Facility of Payment. In case of incompetency of a Participant
or Beneficiary
entitled to receive any distributions under the Plan, and if the Committee
shall be advised of the
existence of such condition, the Committee shall direct distribution to occur
to any of the following:
(1) To the duly appointed guardian or other legal representative
of such Participant or
Beneficiary;
(2) To any person designated as a Beneficiary by the Participant
if such Beneficiary
resides in the same household as the Participant;
(3) To a person or institution entrusted with the care and
maintenance of the incompetent
Participant or Beneficiary, provided such person or
distributed interest will be used
for the best interest and assist in the care of such
Participant or Beneficiary, and
provided further, that no prior claim for said payment has
been made by a legal
representative of such Participant or Beneficiary.
Any distribution made in accordance with the foregoing provisions of this
Section shall constitute a
complete discharge of any liability or obligation on the part of the
Participating Employers or the
Committee under the Plan.
(C) Source of Payment. Any payments pursuant to this Plan shall
be payable out of
operating funds of the Participating Employers. Nothing contained herein
shall be deemed to create
a trust of any kind or create any fiduciary relationship. Funds credited
hereunder shall for all
purposes be part of the general funds of the Participating Employers, and no
person other than
Participating Employers shall, by virtue of this Plan, have any interest in
such funds; provided that
the Company may, in its sole and absolute discretion, create a trust of the
type commonly known as a
"rabbi trust" and may transfer funds or property to such trust for the
purpose of facilitating the
Participating Employers' obligation to make payments pursuant to the Plan.
Any funds or property so
transferred shall be subject at all times to the claims of the Participating
Employers' general
creditors. To the extent that any person acquires a right to receive payment
from the Participating
Employers under this Plan, such right shall be no greater than the right of
any unsecured general
creditor of the Participating Employers.
(D) Claims Procedure.
(1) If a Participant or other person with a claim for payments
under the Plan makes a
written request for a payment or a claim for a greater payment, the
Participating Employer responsible
for such payment shall treat it as a claim for benefits. All claims for
benefits shall be directed
to the officer in charge of the Human Resources Department or equivalent
department of the
Participating Employer. If the Participating Employer determines that any
individual who has claimed
a right to receive benefits under the Plan is not entitled to receive all or
any part of the benefits
claimed, it will inform the claimant in writing of its determination and the
reasons therefor in terms
calculated to be understood by the claimant. The notice shall make specific
reference to the pertinent
Plan provisions on which the denial is based, and describe any additional
material or information, if
any, necessary for the claimant to perfect the claim and the reason any such
additional material or
information is necessary. Such notice shall, in addition, inform the
claimant what procedure the
claimant should follow to take advantage of the review procedures set forth
below in the event the
claimant desires to contest the denial of the claim.
(2) The claimant may within 90 days thereafter submit, in writing
to the officer in
charge of the Participating Employer's Human Resources Department, a notice
that the claimant contests
the Participating Employer's denial of the claim and desires a further
review. The Participating
Employer shall review the claim within 60 days thereafter, and authorize the
claimant to appear
personally and review pertinent documents and submit issues and comments
relating to the claim to the
persons responsible for making the determination on behalf of the
Participating Employer. The
Participating Employer will render its final decision with the specific
reasons therefor in writing
and will transmit it to the claimant within 60 days of the written request
for review, unless the
claimant and the Participating Employer have agreed to an extension of time.
(E) Right to Withhold Payment. Each Participating Employer
reserves the right to
withhold authorization of any distribution of a Regular Deferred Compensation
Account or a Wealth-
Op Deferred Benefit Account until it receives any information reasonably
required of it for the
administration of the Plan from the person to whom the distribution is
apparently payable. Each
Participating Employer further reserves the right to suspend distribution of
a Regular Deferred
Compensation Account or a Wealth-Op Deferred Benefit Account to a Participant
or Beneficiary until any
monetary claims of the Participating Employers against the Participant have
been resolved by judicial
action or by written agreement with the Participant. Any such action or
agreement may forfeit all or
a portion of such deferred accounts in settlement of such claim.
(F) Applicable Law. This Plan shall be governed by and construed
in accordance with the
laws of the State of Minnesota, except to the extent the same are superseded
or preempted by applicable
federal law.
(G) Number. Except when otherwise indicated by the context, the
definition of any term
herein in the singular may also include the plural.
(H) Employment Rights. The establishment of the Plan shall not
be construed as
conferring any legal rights upon any employee or any other person for a
continuation of employment,
nor shall it interfere with the rights of any Participating Employer to
discharge any employee and/or
to treat such employee without regard to the effect which such treatment
might have upon such employee
as a Participant.
* * * * *
SCHEDULE A
PARTICIPANTS ENTITLED TO INCREASES
UNDER SECTION 9(E)
Craig Blair Arland Brusven Tony Schuster
Ron Clough Jim Cox Vince Beacom
Jim Doudiet Jim Howard Glenn Thorsen
Rollie Jensen Gary Johnson Pat Watkins
Bill Lynch Jim McIntyre James Tacheny
Hazel O'Leary Dave Peterson Chuck Larson
Roger Sandeen Larry Taylor Edwin Theisen
Keith Wietecki John Noer
WEALTH-OP DEFERRED BENEFIT ADDENDUM
TO
NSP DEFERRED COMPENSATION PLAN
INTRODUCTION
This WEALTH-OP DEFERRED BENEFIT ADDENDUM (hereinafter the
"Wealth-Op Program") is part of
the NSP DEFERRED COMPENSATION PLAN (the "Plan"), and constitutes a deferral
option available to
Participants under the Plan. Participants in the Plan may elect, to the
extent permitted hereunder,
to have future deferrals invested in the Wealth-Op Program and/or to
"rollover" or transfer a lump sum
amount from the Participant's other deferred compensation accounts maintained
under the Plan which are
invested in the Fixed Income Option and/or the NSP Phantom Stock Option to
the Wealth-Op Program.
The Wealth-Op Program was first adopted in 1984 and was
significantly changed in
1987. The Wealth-Op Program, as amended, consists of two separate parts to
allow the accumulation
of deferrals under the elections made before 1987 and to allow new elections
for deferrals after 1987.
For convenience, the original Wealth-Op Program (relating to Wealth-Op
deferral elections filed before
1987) will sometimes be referred to as "Wealth-Op I Program" and the amended
Wealth-Op Program
(relating to Wealth-Op deferral elections filed after January 1, 1987) as the
"Wealth-Op II Program."
Unless the context otherwise clearly implies, references to "the Wealth-Op
Program" will relate to
elections under either the original or amended program, provided that in
every event, the Wealth-Op
I Program shall not apply to any deferral elections filed after January 1,
1987.
Any amount which is invested by the Participant in a completed
Benefit Unit under
the Wealth-Op Program may not thereafter be transferred to be held for
investment under any other
deferred compensation account or deferral option which is available under the
Plan, unless the
Participant elects to terminate the Participant's entire participation in the
Wealth-Op Program. All
amounts which are invested in the Wealth-Op I Program shall be paid to the
Participant and/or the
Participant's Beneficiary pursuant to the Wealth-Op I Program and all amounts
which are invested in
the Wealth-Op II Program shall be paid to the Participant and/or the
Participant's Beneficiary pursuant
to the Wealth-Op II Program.
The terms of the Wealth-Op Program option under the Plan are
set forth herein.
Except as specifically provided herein, the provisions of Sections 7, 8, 9
and 10 of the Plan shall
not apply to the Wealth-Op Program. In the event of any inconsistency
relating to the Wealth-Op
Program between the provisions of the Plan and this Addendum establishing the
Wealth-Op Program, the
provisions of this Addendum shall govern. Section 9 adjustments and payments
will be made whether a
Participant elects a Section 7 option or the Wealth-Op Program, but increases
to a Participant's
Regular Deferred Compensation Account pursuant to Sections 9(D) and 9(E) of
the Plan cannot be deferred
to the Wealth-Op Program, and other adjustments pursuant to Section 9 of the
Plan to a Participant's
Regular Deferred Compensation Account cannot be deferred to the Wealth-Op
Program except as a
"rollover" election as provided in Section W2.
WEALTH-OP PROGRAM
Section W1. Definitions.
The definitions contained in the Plan shall also apply for the
purposes of this
Addendum which shall govern the Wealth-Op Program. In addition, for the
purposes of the Wealth-Op
Program, the following words and phrases shall have the meanings indicated
and, unless the context
clearly implies otherwise, the singular includes the plural:
Benefit Unit. "Benefit Unit" means each separate unit of
investment by a Participant
under the Wealth-Op Program. A separate Benefit Unit shall
exist with respect to
the Total Deferral Amount associated with each separate annual
election or special
"rollover" election. An "Uncompleted Benefit Unit" means a
Benefit Unit for which
the Participant has not completed deferrals of the "Total
Deferral Amount" upon
attainment of the Participant's Retirement Date.
Committee. "Committee" means the Deferred Compensation
Committee appointed to
administer the Plan pursuant to Section 13 of the Plan.
Company's Declared Rate. The "Company's Declared Rate" is a
rate established
annually for each year by the Company based on its calculation
of its overall
weighted average after-tax rate of return on rate base allowed
in its most recent
Minnesota rate case.
Determination Date. "Determination Date" means the date on
which the amount of a
Participant's Wealth-Op Deferred Benefit Account is determined
as provided in Section
W3(A) hereof. The last day of each Plan Year shall be a
Determination Date.
Disability. "Disability" means any termination of service
which the Committee, in
its complete and sole discretion, determines is by reason of
a Participant's total
and permanent inability due to sickness or injury, to engage
in any gainful
occupation for which the Participant is reasonably qualified
in consideration of the
Participant's training, education, experience and/or prior
average earnings. It
shall be the duty of the Participant to submit medical and
other evidence to support
a claim for Disability, but the Committee may require the
Participant to submit to
an examination by a competent physician or medical clinic
selected by the Committee.
On the basis of such medical evidence, the determination of
the Committee as to
whether or not a condition of total and permanent disability
exists shall be
conclusive. To constitute Disability, the same must be
continuous for at least six
months and must commence while the Participant is in the
active service of a
Participating Employer and a Participant in the Wealth-Op
Program.
Eligible Benefit Date. "Eligible Benefit Date" means the date
upon which the
Participant becomes eligible for normal or early retirement
under the Pension Plan
(or would have become eligible for early retirement in the
case of an earlier
disability retirement under the Pension Plan).
Fixed Rate. The "Fixed Rate" refers to the Interest Yield
based on 120% of the ten-
year rolling average of ten year United States Treasury Notes
yield determined as
of the last day of December preceding each Plan Year as
published by the Federal
Reserve Board.
Interest Yield. "Interest Yield" for the purposes of the
Wealth-Op II Program means
an effective annual rate equal to either (i) 120% of the
ten-year rolling average
of ten-year United States Treasury Notes yield determined for
each Plan Year as of
the prior December 31, as published by the Federal Reserve
Board (the Fixed Rate),
or (ii) as if invested in one or more funds selected by the
Company in the
proportions elected by the Participants, less an annual
administrative fee, if any,
provided that the election is in at least 20% increments (the
Variable Rate);
provided, however, after the death of the Participant, the
Interest Yield for
purposes of the Wealth-Op II Program shall be annually
adjusted to be equal to the
Company's Declared Rate.
"Interest Yield" in regard to the Wealth-Op I Program means
an effective annual rate
equal to the published monthly average for each month of
Moody's Seasoned Corporate
Bond Yield Index as determined from Moody's Bond Record
published by Moody's
Investor's Service, Inc. (or any successor thereto), or if
such index is no longer
published, a substantially similar average selected by the
Committee, plus 3% per
annum, or such higher annual interest yield as the Committee
may determine.
Retirement Date. For purposes of the Wealth-Op Program,
"Retirement Date" means the
date of Termination of Service of the Participant subsequent
to the Participant's
Eligible Benefit Date.
Survivor Benefits. "Survivor Benefits" refers to the benefits
payable under Section
W8 upon the death of a Participant.
Termination of Service. "Termination of Service" means the
Participant's ceasing
service with the Participating Employers for any reason
whatsoever, whether voluntary
or involuntary, except death; provided, however, that if a
Participant's termination
of employment entitles the Participant to receive cash
payments under the NSP
Severance Plan and the Participant's Eligible Benefit Date
occurs during the period
for which such payments are being made, the Participant's
Termination of Service
shall not be deemed to have occurred until the earlier of the
Participant's Eligible
Benefit Date or the Participant's death.
Total Deferral Amount. "Total Deferral Amount" means the
total aggregate deferral
amount which the Participant has agreed to invest with respect
to a particular
Benefit Unit under the Wealth-Op Program.
Variable Rate. The "Variable Rate" refers to the Interest
Yield that would have been
produced if invested in one or more funds selected by the
Company in the proportions
elected by the applicable Participant, less an annual
administrative fee, provided
that the election is in at least 20% increments.
Wealth-Op Deferred Benefit Account. "Wealth-Op Deferred
Benefit Account" means one
of the accounts maintained on the books of account of the
Company for each
Participant with respect to each Benefit Unit under the
Wealth-Op Program. A
Participant's Wealth-Op Deferred Benefit Account shall be
calculated pursuant to
Section W3 and shall be utilized solely as a device for the
measurement and
determination of the amounts to be paid to the Participant
pursuant to the Wealth-
Op Program. A Participant's Wealth-Op Deferred Benefit
Account shall not constitute
or be treated as a trust fund of any kind. Accounts with
respect to the Wealth-
Op I and Wealth-Op II Programs shall be maintained separately
and for convenience
may be referred to as the "Wealth-Op I Deferred Benefit
Account" and "Wealth-Op II
Deferred Benefit Account."
Section W2. Employee Deferrals.
(A) All elections for the Wealth-Op Program filed before 1987
relate to the Wealth-
Op I Program and all elections filed after January 1, 1987, relate to the
Wealth-Op II Program.
Subject to the limitations set forth in this Section W2, each Participant may
elect the Wealth-Op
Program as an option for all or a portion of the Participant's deferments
under the Plan either in (i)
an annual election made under Section 6 of the Plan or (ii) a special
"rollover" election made at such
time or times and in such manner as the Committee may permit. Each election
constitutes an agreement
by the Participant to make the entire deferral indicated on the election
form.
(B) The annual election shall permit a Participant to elect
to defer for investment
in the Wealth-Op Program a specified annual dollar amount for a period of
either four or eight years
or such other period as the Committee may permit. A Participant may not
elect to defer for a period
of time extending beyond the date on which the Participant plans to retire,
but may elect to defer a
specified amount for a number of months lasting until the Participant's
planned retirement date if it
is less than four or eight years from the beginning of such deferrals. The
annual dollar amount shall
be deferred in equal amounts on a monthly basis or as otherwise may be
determined by the Committee.
For elections after January 1, 1987, the minimum annual deferral amount which
may be invested in any
Benefit Unit under the Wealth-Op II Program shall be as follows:
Age 40 and under: $2,700
Age 41-50: $3,900
Age 51-60: $5,500
Age 61-65: $6,400
("Age" is determined as of January 1 following the election using nearest
birthday.) The Committee
may modify the minimum Total Deferral Amount for all Participants relating
to a particular election
without amending the Plan. A Participant who has previously made an election
to invest deferrals in
the Wealth-Op Program will be permitted to complete such deferrals on an
accelerated basis over a
shorter period at such times and in such manner as may be permitted by the
Committee. Each election
to defer for investment in a Wealth-Op Program Benefit Unit must be paid in
full by a Participant who
remains an employee of any Participating Employer. If a Participant who
remains an employee fails to
complete deferrals for any Benefit Unit, then the Participant will receive
only the Termination Benefit
described in Section W6 with respect to such deferrals.
(C) The maximum deferral amounts for a Participant electing
an Interest Yield based
on the Fixed Rate shall be $20,000 per year for a four-year election and
$10,000 per year for an eight-
year election, or such other amount as may be specified from time to time by
the Committee. For
Participants electing an Interest Yield based on the Variable Rate, no
maximum shall apply unless
otherwise determined by the Committee and as communicated by the Company
before elections are made in
any particular calendar year.
(D) The special "rollover" election shall permit a
Participant to transfer a lump-
sum amount from one or more other deferred compensation accounts or
subaccounts maintained for the
Participant under Section 8 of the Plan to the Wealth-Op II Program, except
that a subaccount
established to record amounts credited to a Participant pursuant to Sections
9(D) or 9(E) cannot be
rolled over to the Wealth-Op Program. The minimum "rollover" amount which
may be invested in any
Benefit Unit shall be as follows:
Age 40 and under: $11,000
Age 41-50: $15,000
Age 51-60: $22,000
Age 61-70: $29,000
("Age is determined as of January 1 following the election using nearest
birthday.) The Committee may
from time to time modify the above dollar limitations for all prospective
"rollover" elections. The
Committee may refuse to allow a "rollover" in excess of the amount a
Participant contemplating
retirement needs to meet deferral commitments on any Uncompleted Benefit
Unit.
(E)Every
annual election and special "rollover" election shall specify the "Total
Deferral Amount" covered by
the election, which shall mean the total aggregate deferral amount which the
Participant has agreed
to invest in the Wealth-Op Program pursuant to that election, i.e., in the
case of an election of a
four year deferral the aggregate amount to be deferred for all four years.
A separate "Benefit Unit"
shall exist with respect to the "Total Deferral Amount" associated with each
separate annual election
or special "rollover" election.
(F) Amounts deferred by a Participant under the Wealth-Op
Program during a Plan
Year shall be credited to the Participant's Wealth-Op Deferred Benefit
Account not later than the last
day of the applicable Plan Year or at such earlier time as the Committee may
determine.
(G) All deferral elections under the Wealth-Op II Program
must designate the
elected Interest Yield. The designation of the Variable Rate or the Fixed
Rate is irrevocable and the
Participant cannot later switch from one to the other. In the Variable Rate,
the Participant may elect
one or more of the "mirrored" investment funds as long as each election is
for an increment of at least
twenty percent. In addition, the Participant may prospectively elect in
writing, as to each Benefit
Unit for which the Variable Rate was elected, to change the previously
elected "mirrored" investments,
subject to the 20% minimum for each increment. Such a re-election by the
Participant cannot be made
more than four times in a Plan Year. In addition such a re-election must be
on a form provided by the
Company and the changes requested will be effective as soon as possible, but
within ten business days
after receipt by the Company's Human Resources Department.
Section W3. Deferred Benefit Accounts.
(A) As of each Determination Date, a Participant's Wealth-Op
Deferred Benefit
Account shall consist of the balance of such Wealth-Op Deferred Benefit
Account as of the immediately
preceding Determination Date plus any amounts contributed to such Wealth-Op
Deferred Benefit Account
since the immediately preceding Determination Date minus all distributions,
if any, made from such
Wealth-Op Deferred Benefit Account since the preceding Determination Date.
As of each Determination
Date, a Participant's Wealth-Op Deferred Benefit Account shall be increased
by the amount of interest
earned since the preceding Determination Date based upon the Interest Yield
as provided in Section W1
and as elected by the Participant as provided in Section W2(G). Interest
based on the elected Interest
Yield shall be credited to the Wealth-Op Deferred Benefit Account at least
annually, in a manner to
be determined by the Committee in its sole discretion, based on the Interest
Yield applicable to the
particular Wealth-Op Deferred Benefit Account since the last preceding
Determination Date. The
Committee, in its sole discretion, shall also determine what interest, if
any, to credit on amounts
deferred by the Participant during the applicable Plan Year. The Committee
may, but shall not be
required to, (i) credit such amounts to the Participant's Wealth-Op Deferred
Benefit Account prior to
the last day of the applicable Plan Year or (ii) credit such amounts with
interest for any period
during the applicable Plan Year.
(B) The Company shall submit to each Participant, within 90
days after the close
of the Plan Year, a statement in such form as the Company deems desirable
setting forth the Wealth-
Op Deferred Benefit Account balances maintained for such Participant as of
the applicable date.
Participants shall receive separate information for each separate Benefit
Unit.
Section W4. Normal Benefit.
(A) The Normal Benefit shall be payable, if the Participant
continues in service
with a Participating Employer until the Participant's Eligible Benefit Date,
for each Benefit Unit for
which the Participant has completed deferrals of the "Total Deferral Amount."
The Normal Benefit shall
be payable monthly for 15 years commencing on the last day of January of the
calendar year following
the calendar year in which the Participant's Retirement Date occurs. If so
designated by the
Participant in the deferral election, the Participant may irrevocably
designate that payments relating
to such deferral election begin the last day of the January following the
later of (1) the date the
Participant attains age 65 or (2) the Participant's Retirement Date; this
election is irrevocable.
The Normal Benefit for each Benefit Unit shall be computed based on the
Participant's Wealth-Op
Deferred Benefit Account as defined in Section W1. Prior to the first
payment the Committee will
establish approximately equal monthly payments which it estimates will
amortize the Participant's
Wealth-Op Deferred Benefit Account over the payment period. The remaining
balance of the Participant's
Wealth-Op Deferred Benefit Account at the end of each Plan Year shall
continue to be credited with the
Interest Yield during the payment period for payment of the Normal Benefit,
and a separate adjustment
of the Interest Yield earned during each year subsequent to the Participant's
Retirement Date will be
made annually, or more frequently at the sole discretion of the Committee.
If the adjustment is
negative, the difference shall be deducted either (i) ratably from the
amounts payable in the following
Plan Year, or (ii) from the first amounts payable in the next Plan Year, as
the Committee, in its sole
and absolute discretion, shall determine.
(B) The Committee may determine, following the procedures and
standards of Section
10(B) of the Plan relating to financial hardship, to accelerate payment of
a Participant's Normal
Benefit not exceeding the balance of the Participant's Wealth-Op Deferred
Benefit Account. As a
condition of any such acceleration, the Participant shall be required to
terminate participation in
Wealth-Op, as provided in Section W7.
Section W5. Uncompleted Benefit Units.
(A) The following provisions shall apply to any Benefit Unit
for which the
Participant has not completed deferrals of the "Total Deferral Amount" upon
attainment of the
Participant's Retirement Date, which shall be referred to as an "Uncompleted
Benefit Unit." If the
Participant has not completed deferrals of the Total Deferral Amount for any
Uncompleted Benefit Unit
upon attainment of the Participant's Retirement Date, the Participant may
elect to receive either a
Modified Normal Benefit or a Reduced Benefit Unit as described below, or a
Termination Benefit as
described in Section W6, with respect to such Uncompleted Benefit Unit.
(B) If the Participant elects to receive a Modified Normal
Benefit, the Normal
Benefit shall be modified in the following manner. The Participating
Employers shall deduct from the
Normal Benefit payments which would otherwise be made on account of all
Benefit Units of the
Participant amounts equal to the remaining deferrals which were to be made
on the Participant's
Uncompleted Benefit Units and credit such amounts to be applied as deferrals
against the Total Deferral
Amounts for such Uncompleted Benefit Units. The amounts which are deducted
from Normal Benefit
payments shall reduce the balances of the Wealth-Op Deferred Benefit Accounts
for the Benefit Units
from which such Normal Benefit payments would have been made and shall
increase the balances of the
Wealth-Op Deferred Benefit Accounts for the Uncompleted Benefit Units which
are credited with such
amounts. Alternatively or in addition, a Participating Employer may complete
the Participant's
Uncompleted Benefit Units by transferring funds from the Participant's
Regular Deferred Compensation
Account. For any Uncompleted Benefit Unit for which the deferrals are
completed in the manner
described above, the Normal Benefit payments shall commence after the
deferrals associated with such
Benefit Unit are completed. The manner of modifying the Normal Benefit
payments on account of
Uncompleted Benefit Units shall be established, and may be modified from time
to time, by the Committee
in its sole discretion. The Participant may elect to receive a Modified
Normal Benefit only if the
Normal Benefit payments which would otherwise be made on account of all
Benefit Units of the
Participant will be sufficient to make the required deferrals associated with
an Uncompleted Benefit
Unit on a timely basis.
(C) A Participant may elect a Reduced Benefit Unit if the
account balance for that
deferral election is sufficient, as determined by the Company based on
calculations at that time, to
support a smaller Wealth-Op Benefit Unit. If the Participant elects to
receive a Reduced Benefit Unit,
the Company shall change the Uncompleted Benefit Unit to a completed Benefit
Unit of a smaller size
and a Total Deferral Amount equal to the deferrals which had been completed
on the Uncompleted Benefit
Unit. Benefits related to a Reduced Benefit Unit shall be based on such
Total Deferred Amount.
(D) If the Participant does not or cannot elect either a
Modified Normal Benefit
or a Reduced Benefit Unit, the Participant shall receive the Termination
Benefit, described in Section
W6, with respect to such Uncompleted Benefit Unit.
Section W6. Termination Benefit.
Except as provided in Sections W8 or W9, upon a Participant's
Termination of Service
before the Participant's Eligible Benefit Date, the Participant shall be
entitled to the "Termination
Benefit" described in this Section W6. The Termination Benefit for each
Benefit Unit shall be the
balance of the Participant's Wealth-Op Deferred Benefit Account, adjusted to
reflect any earnings or
losses credited before distribution in accordance with Section 10 of the
Plan. Upon any Termination
of Service of the Participant before the Participant's Eligible Benefit Date,
the balances of the
Participant's Wealth-Op Deferred Benefit Account shall be transferred to the
Participant's Regular
Deferred Compensation Account under the Fixed Income Option of Section 7(C)
of the Plan (the "Fixed
Income Option") and shall be distributed to the Participant in accordance
with Section 10 of the Plan.
Upon such transfer the Participant shall have no further right to any further
deferrals, survivor,
disability or other benefits under the Wealth-Op Program. Where the
Wealth-Op Program provides for
treatment under this Section of a specific Benefit Unit for which all
deferrals have not been
completed, then only balances related to that Benefit Unit shall be
transferred and only Wealth-Op
Program benefits related to that Benefit Unit shall be terminated.
Section W7. Termination of Participation in Wealth-Op
Program.
A Participant may elect to terminate participation in the
Wealth-Op Program prior
to the Participant's Retirement Date at such time or times as the Committee
may permit. Any
termination of participation in the Wealth-Op Program must apply to all of
the Participant's Benefit
Units under the Wealth-Op Program. In such event the Participant shall
transfer an amount equal to
the Termination Benefit which would be payable pursuant to Section W6 above
to be invested under one
or more of the other deferral options which are available under Section 7 of
the Plan. Upon such
transfer the Participant shall have no further right to any survivor,
disability or other benefits
under the Wealth-Op Program.
Section W8. Survivor Benefit.
(A) Death While in Service Prior to Age 55. If the
Participant dies while in the
service of a Participating Employer prior to attaining age 55, the
Participating Employer shall pay
an annual Survivor Benefit to the Participant's Beneficiary, until the
Participant would have attained
age 65, in an amount equal to 50% of the Participant's Total Deferral Amount
with respect to each
Benefit Unit, up to a maximum annual Survivor Benefit for all Benefit Units
equal to 100% of the
Participant's annual base salary from a Participating Employer at the time
of the Participant's death,
or 100% of the Participant's highest four year average annual base salary,
whichever is greater. The
payments will be made in equal monthly installments commencing the end of the
month following the month
in which the Participant's death occurred. In lieu of the Survivor Benefit
payable under this
subsection, the Participating Employer shall pay to the Beneficiary the
Normal Benefit payments which
would have been paid to the Participant pursuant to Section W4 (except that
the Interest Yield after
death shall be adjusted to the Company's Declared Rate for Wealth-Op II
Benefit Units) if the
Participant's Retirement Date had been the day preceding the Participant's
death if those Normal
Benefit payments (ignoring the time value of money but including current
Interest Yield) are a larger
total amount than the Survivor Benefit, as estimated at the time payments
commence, and if the
Beneficiary gives written consent. Payments will commence the end of the
month following the
Participant's death if the Beneficiary's written consent is obtained and no
payments will be made under
this Normal Benefit option if such consent is not obtained within 90 days of
the Participant's death.
No Survivor Benefit shall be payable with respect to a Participant who was
not in the service of a
Participating Employer at the time of the Participant's death (except for a
Participant who is treated
under Section W9 as having continued in service during the period of
Disability) if the Participant's
Termination of Service occurred prior to the Participant's attaining age 55.
(B) Death While in Service After Age 55. If the Participant
dies while in the
service of a Participating Employer after attaining age 55, the Participant's
Beneficiary shall be
entitled to receive the Normal Benefit payments which would have been paid
to the Participant pursuant
to Section W4 if the Participant's Retirement Date had been the day preceding
the Participant's death,
except that the account will be credited after death at the Company's
Declared Rate in the case of
Wealth-Op II Benefit Units. Monthly payments will commence the end of the
month following the month
in which the Participant's death occurred. In addition, the Participant's
surviving spouse, if any,
shall be entitled to receive as a Spouse's Benefit 50% of the average monthly
Normal Benefit payment
previously paid to the Participant or Beneficiary under Section W4 during
each month for the remainder
of the spouse's lifetime commencing with the month subsequent to completion
of the Normal Benefit
payments; provided, however, that in the event the surviving spouse is more
than five years younger
than the Participant at the time of the Participant's death, this payment
shall be reduced by 0.5% for
each month that the surviving spouse is more than 60 months younger than the
Participant, up to a
maximum reduction of 33% of the Spouse's Benefit. The Participating Employer
will pay the benefits
described in Section W8(A) for a period of ten years, in lieu of the benefits
described in the
foregoing provisions of this Section W8(B), if such adjusted benefits under
Section W8(A) would be a
larger total amount, payable to the Beneficiary, as estimated at the time
payments commence (ignoring
the time value of money but including current Interest Yield), and if the
Beneficiary and any surviving
spouse give their written consent. Payments will commence under this
alternative at the end of the
month following the month in which the Participant's death occurred if
written consent is obtained.
Payments of the Normal Benefit to a Beneficiary who is not a surviving spouse
may be deferred for a
period, not exceeding 90 days, until a written consent or rejection in regard
to a ten-year payment
is obtained from the surviving spouse.
(C) Death After Retirement. If the Participant retires after
the Participant's
Eligible Benefit Date and thereafter dies, and does not receive a lump sum
payment of the Normal
Benefit, the Participating Employer shall pay to the Participant's
Beneficiary the remaining Normal
Benefit payments which would have been paid to the Participant pursuant to
Section W4, except that the
account shall be credited after death at the Company's Declared Rate in the
case of Wealth-Op II
Benefit Units. In addition, the Participant's surviving spouse, if any,
shall be entitled to receive
50% of the average monthly Normal Benefit payment previously paid to the
Participant or Beneficiary
under Section W4 during each month for the remainder of the spouse's lifetime
commencing with the month
subsequent to the death of the Participant or completion of the Normal
Benefit payments, whichever is
later; provided, however, that in the event the surviving spouse is more than
five years younger than
the Participant at the time of the Participant's death, this payment shall
be reduced by 0.5% for each
month that the surviving spouse is more than 60 months younger than the
Participant, up to a maximum
reduction of 33% of the Survivor Benefit. The foregoing payment for the
surviving spouse shall not
be paid unless the Participant was married to such surviving spouse at least
one year before the
Participant retired. No Survivor Benefit will be payable if the Participant
receives a lump sum
payment of the Normal Benefit.
Section W9. Disability Benefit.
(A) There is no disability benefit available to a Participant
based on amounts
credited to the Wealth-Op II Deferred Benefit Account, but such an account
may be completed by a
disabled Participant in accordance with Section W9(D). However, if a
Participant with a Wealth-Op I
Deferred Benefit Account suffers a Disability while the Participant is in the
active service of a
Participating Employer, and applies to the Committee for benefits under this
Section, the Participating
Employer shall pay to the Participant the annual Disability Benefit described
in this subparagraph (A).
Such payments shall be made in monthly installments, commencing at the end
of the month following the
month in which the Committee determines that the Participant has suffered a
Disability or the last day
of the sixth full calendar month following the onset of such Disability,
whichever is later. Such
payments shall continue throughout the period that such Disability continues
until the Participant
attains age 65, except that:
(i) if the Participant suffers such a Disability on or after
the Participant's 60th
birthday but before the Participant's 65th birthday, the
Participating Employer will pay
the monthly installments for 60 months, and
(ii) if the Participant suffers such a Disability on or after
the Participant's 65th
birthday, the Participating Employer will pay the monthly
installments until the
Participant attains the age of 70.
After payment of all Disability Benefits is completed, due to the attainment
of age 65 (or other
subsequent applicable date), the Participant shall be entitled to receive the
Participant's Normal
Benefits described in Section W4. The annual Disability benefit for each
Benefit Unit under the
Wealth-Op I Program shall be an amount equal to 25% of the Total Deferral
Amount for such Benefit
Unit (determined as if all such amounts were deferred by the Participant) up
to a maximum annual
Disability benefit for all Benefit Units under the Wealth-Op I Program equal
to 50% of the
Participant's base salary from the Participating Employer being earned on the
last day of the
Participant's regular active employment, or 50% of the Participant's highest
average annual base
salary, whichever is greater. The Disability benefit shall be prorated for
any period of less than
one year. Disability benefit payments, including amounts deducted to
complete any Uncompleted Benefit
Unit under Section W9(C) below, shall not reduce the balances of the
Participant's Wealth-Op Deferred
Benefit Accounts. Disability benefits will cease if the Participant dies
while still receiving such
Benefits.
(B) If a Participant makes application for disability
benefits under the Social
Security Act, as now in effect or as hereafter amended, and qualifies for
such benefits, the
Participant shall be presumed to qualify as disabled under this Section, but
no retroactive Disability
benefits shall be granted hereunder. However, the Committee may still deny
the Disability Benefit if
it determines that the Participant did not meet the requirements for
Disability at the time the
Participant's active service terminated. If, after payments under this
Section have been made for two
years, the Participant has not qualified for disability benefits under the
Social Security Act, the
Participant will not qualify for further benefits under this Section. If a
Participant's Social
Security disability benefits are granted and later discontinued, it will be
presumed that the
Participant no longer qualifies for benefits under this Section, and benefits
hereunder will be
terminated until, if ever, the Participant successfully rebuts the
presumption to the Committee's
satisfaction. The Committee may from time to time require the Participant
to submit medical and other
evidence, and/or submit to an examination by a physician selected by the
Committee, that the
Participant continues to be disabled under the Wealth-Op Addendum.
(C) During the period while the Participant remains disabled,
the Participant shall
be treated as if the Participant continues in the service of the
Participating Employer for purposes
of determining the Normal Benefit pursuant to Section W4 and the Survivor
Benefit pursuant to Section
W8, but no compensation will be "adjusted" or "assumed" while the Participant
is disabled. During the
period while the Participant remains disabled, the Participant shall continue
the Participant's
deferrals with respect to any Uncompleted Benefit Units. Such deferral
amounts shall be deducted from
the Disability benefit payments which are made to the Participant and
credited to the balances of the
Wealth-Op Deferred Benefit Accounts for the Uncompleted Benefit Units.
Alternatively or in addition,
a Participating Employer may complete the Participant's Uncompleted Benefit
Units by transferring funds
from the Participant's Regular Deferred Compensation Account.
(D) If a Participant is considered to be disabled under the
provisions of the
Pension Plan, but is not entitled to a Disability Benefit under this Section
W9, the Participating
Employer will complete the Participant's deferrals with respect to any
Uncompleted Benefit Units.
Normal and Survivor Benefits will continue to accrue with respect to the
Participant's Benefit Units
while the Participant remains so disabled, but, in no event shall the
Participant be entitled to any
Disability Benefits based on changes in the Participant's physical or mental
condition occurring after
leaving the active service of a Participating Employer. Such Participant's
Normal Benefit payments
shall commence on the last day of January of the calendar year following the
calendar year in which
the Participant's Eligible Benefit Date would have occurred if the
Participant had not been disabled.
Repayment of these deferrals without interest will be made to the
Participating Employer as soon as
possible from any Normal or Survivor Benefits which are paid to the extent
repayment was not collected
from the Participant's Regular Deferred Compensation Account or from any
Disability Benefits under the
Wealth-Op I Program. However, the Wealth-Op Program will not provide the
Participant with any annual
Disability Benefit in the event of such a disability which does not
constitute a Disability within the
meaning of Section W1 of the Wealth-Op Program and in no event shall the
Wealth-Op II Program provide
a Participant with any Disability benefit. A Participant retired on
disability may request an earlier
distribution of some or all of the Participant's completed Benefit Units
under Section 10(B) of the
Plan based on the financial hardship caused by the disability.
Section W10. Deferral of Payment.
No payment shall be deferred to a period later than the
payment period elected by
the Participant at the time of the election to defer the specific Benefit
Unit was made by the
Participant.
Section W11. Recipients of Payments; Designation of
Beneficiary.
All payments to be made under the Wealth-Op Program shall be
made to the Participant
during the Participant's lifetime, provided, that if the Participant dies
prior to the completion of
such payments, then all subsequent payments under the Wealth-Op Program shall
be made to the
Beneficiary or Beneficiaries designated pursuant to Section 11 of the Plan,
or to a spouse under
Section W8 of this Addendum.
Section W12. Aggregation of Payments.
The number of monthly payments may be reduced to the extent
necessary to insure that
each installment will equal at least $500 per month or, in lieu of monthly
payments of benefits under
the Wealth-Op Program, such benefits may be paid bimonthly, quarterly or at
another interval when
necessary to insure that each payment is at least $500. Wealth-Op Benefit
payments may be paid in one
check along with payments from the Participant's Regular Deferred
Compensation Account.
Section W13. Protective Provisions.
Each time a Participant elects a new Benefit Unit, the
Participant will cooperate
with the Participating Employers by furnishing any and all information
requested by the Participating
Employers in order to facilitate the payment of benefits hereunder, taking
such physical examinations
as the Company may deem necessary and taking such other actions as may be
requested by the Company.
If the Participant refuses to cooperate, the Participating Employers shall
have no further obligation
to the Participant under the Wealth-Op Program. If the Participant is not
in good health, the
Committee may refuse to allow the Participant to obtain the requested Benefit
Unit or may offer a
Benefit Unit under different terms. If no Benefit Unit is acquired, the
Participant's first year
deferral shall be placed in the Fixed Income Option, and later year deferrals
will not be required.
In the event of the Participant's suicide during the first two years after
commencement of deferrals
with respect to any Benefit Unit, or if the Participant makes any material
misstatement of information
or nondisclosure of medical history, then no benefits will be payable to the
Participant under the
Wealth-Op Program for any Benefit Unit, or in the Company's sole discretion,
benefits may be payable
in a reduced amount.
Section W14. Offset.
If at the time payments or installments of payments are to be
made hereunder the
Participant or the Beneficiary or both are indebted or obligated to a
Participating Employer, then the
payments remaining to be made to the Participant or the Beneficiary or both
may, at the discretion of
the Participating Employer, be reduced by the amount of such indebtedness or
obligation; provided,
however, that an election by a Participating Employer not to reduce any such
payment or payments shall
not constitute a waiver of its claim for such indebtedness or obligation.
Section W15. Termination of Wealth-Op Program. The Company
in its sole discretion
reserves the right to terminate the Wealth-Op Program at any time for any
reason. In the event that
the Company terminates the Wealth-Op Program, the balance of each
Participant's Wealth-Op Deferred
Benefit Account shall be transferred to or used to create Regular Deferred
Compensation Accounts for
each Participant under Section 7(C)(1) of the Plan (the "Fixed Income
Option") and shall be distributed
to each Participant in accordance with Section 10 of the Plan; and,
thereafter, the Participants shall
have no further rights to any survivor, Disability or other Benefits under
this Wealth-Op Program,
except for survivor benefits which commenced prior to such termination of the
Wealth-Op Program.
* * * * *
IN WITNESS WHEREOF, and to evidence the Company's adoption of
this amended and
restated Plan (including the Wealth-Op Deferred Benefit Addendum), the
undersigned has executed this
Plan document for and on behalf of the Company, this day of December,
1992.
NORTHERN STATES POWER COMPANY
By________________________________
As its____________________________
ATTEST:
_______________________________
As its_________________________
AMENDMENT TO THE
NSP DEFERRED COMPENSATION PLAN
(Effective January 1, 1993)
Northern States Power Company (the "Company"), acting pursuant to the
power reserved to it under Section 12 of the NSP Deferred Compensation Plan
(the "Plan"), hereby amends Section 10 of the Plan, effective as of January
1, 1993, by adding the following new subsection (E):
(E) Government Service. Notwithstanding anything in this section to
the contrary, a Participant whose employment terminates due to election
or appointment to a position in the federal government shall receive
an immediate lump sum distribution of the Participant's Regular
Deferred Compensation Account if such a distribution must be made to
satisfy the requirements of federal law or to avoid the appearance of
a conflict of interest.
IN WITNESS WHEREOF,the undersigned has executed this amendment for and
on behalf of the Company, this ______ day of January, 1993.
NORTHERN STATES POWER COMPANY
By__________________________________
As its______________________________
ATTEST:
_____________________________
As its_______________________