Exhibit 10(a)(4)
NORTHWESTERN PUBLIC SERVICE COMPANY
DIRECTORS' RETIREMENT PLAN
WHEREAS, Northwestern Public Service Company (the "Company") desires
to recognize the service of certain persons who have acted as outside
Directors of the Company and to provide for the security of such Directors
after their service with the Company ends; and
WHEREAS, the Board of Directors of Northwestern Public Service Company
did on November 4, 1987, adopt the Directors' Retirement Plan (the "Plan");
and
WHEREAS, on February 1, 1989, the Board of Directors adopted Amendment
No. 1, which amended the benefit reduction provisions of the Plan,
effective May 3, 1989; and
WHEREAS, on August 7, 1991, the Board of Directors adopted Amendment
No. 2, which amended and clarified the method of payment of benefits under
the Plan;
WHEREAS, on February 2, 1994, the Board of Directors adopted Amendment
No. 3, which amended the retirement benefit provisions, effective May 1,
1994.
WHEREAS, on May 3, 1995, the Board of Directors adopted Amendment No.
4, which amended the normal retirement benefit provisions, effective May 1,
1995.
NOW THEREFORE, the Northwestern Public Service Company Directors'
Retirement Plan provides as follows:
ARTICLE I
DEFINITIONS
The following words and phrases as used herein shall have the meanings
indicated below, unless a different meaning is required by the context:
1.01 "Board" means the Board of Directors of the Company as
constituted from time to time.
1.02 "Committee" means the Northwestern Public Service Company Board
of Directors' Nominating and Compensation Committee.
1.03 "Company" means Northwestern Public Service Company.
1.04 "Director" means a duly elected and qualified member of the
Board who either:
(a) on his Termination Date has never been an employee of the
Company; or
(b) has been an employee of the Company, but on his Termination
Date is not an employee of the Company and has then
completed ten Years of Service as a member of the Board
after the date of his termination of employment with the
Company.
1.05 "Effective Date" means January 1, 1988.
1.06 "Participant" means an individual who serves actively as a
Director at any time on or after the Effective Date and who has completed
at least five Years of Service as a Director on or prior to his Termination
Date.
1.07 "Plan" means the Northwestern Public Service Company Directors'
Retirement Plan.
1.08 "Plan Year" means the calendar year.
1.09 "Retirement Benefit" means the series of monthly payments made
to a Participant in accordance with the provisions of Section 2.01 or 2.02.
1.10 "Termination Date" means the date on which a Participant ceases
to be a Director, and a successor has been elected and qualifies.
1.11 "Years of Service" means the number of Plan Years (computed to
the nearest one-twelfth) during which a person has been a Director,
including Plan Years before the Effective Date. For purposes of making the
foregoing computation, a Director's Years of Service need not be
consecutive and all periods of service as a Director shall be aggregated.
1.12 "Quarter" means the three-month period May-July, August-October,
November-January, or February-April.
ARTICLE II
RETIREMENT BENEFITS
2.01 Normal Retirement Benefit. The amount of the annual Normal
Retirement Benefit payable to a Participant shall be an annual fee,
calculated as of the time Termination Date occurs according to the schedule
in Exhibit I to this Plan.
2.02 Early Retirement Benefit. A Participant whose Termination Date
occurs before the date he attains the age of seventy years shall be
entitled to receive an annual Early Retirement Benefit from the Company,
reduced as provided in the next sentence. The amount of the annual Early
Retirement Benefit payable to a Participant hereunder shall be equal to the
annual Normal Retirement Benefit that would have been payable under Section
2.01, reduced by five percent for each year, or part thereof, up to a
maximum of twenty-five percent by which the Participant's age at his
Termination Date is less than sixty-five years.
2.03 Time and Method of Payment. A Retirement Benefit payable to a
Participant pursuant to Section 2.01 or 2.02 shall be payable in monthly
installments commencing the first month of the quarter immediately
following the later to occur of his Termination Date and the date he
attains the age of sixty-five years and ending the month in which the
Participant has received benefits under the Plan for the same number of
months as he served as a Director. Should a Participant die before such
benefits have been fully paid, a surviving spouse of such Participant shall
receive the remaining benefits under the Plan until the earlier to occur of
the death of such surviving spouse or the termination of benefits according
to the prior sentence. In no event is any Retirement Benefit payable to or
with respect to a Participant prior to the later to occur of his
Termination Date and the date he attains the age of sixty-five years. A
Retirement Benefit is payable only in the form of an annuity as described
in this Section and may not be paid in any optional form.
2.04 Facility of Payment. Whenever, in the Committee's opinion, a
Participant is under a legal disability or is incapacitated in any way so
as to be unable to manage his financial affairs, the Committee may make
payments of his Retirement Benefit to the Participant or to his legal
representative or to a relative or friend of the Participant for his
benefit, or the Committee may apply the same for the benefit of the
Participant in such manner as the Committee considers advisable. Any
payment of a Benefit or installment thereof in accordance with the
provisions of this Section shall be a complete discharge of any liability
for the making of such payment under the provisions of the Plan.
ARTICLE III
ADMINISTRATION
3.01 Company's Obligation. The Company's obligation hereunder at any
time is to pay Retirement Benefits under the Plan as they become due to
Participants in accordance with the terms of the Plan. The Company need
not segregate any of its assets or otherwise fund in advance for
obligations likely to be incurred hereunder. Retirement Benefits specified
under the Plan shall be payable from the general assets of the Company at
the time they are due.
3.02 Committee. (a) The Plan shall be administered by the
Committee, which shall have such duties and powers as may be necessary to
discharge its duties under the Plan, including but not limited to the
following:
(i) To construe and interpret the Plan, to decide all questions
of eligibility, and to determine the amount, manner, and
time of payment of any Retirement Benefits hereunder.
(ii) To appoint or employ individuals to assist in the
administration of the Plan and any other agents deemed
advisable, including legal counsel.
(iii) To prescribe procedures to be followed by Participants
for filing applications for Retirement Benefits.
(iv) To receive from the Company and from Participants such
information as shall be necessary for the proper
administration of the Plan.
(b) The Committee shall have no power to add to, subtract from, or
modify any of the terms of the Plan, or to change or add to any Retirement
Benefits provided by the Plan, or to waive or fail to apply any
requirements of eligibility for a Retirement Benefit under the Plan.
3.03 Expenses. Reasonable expenses of the Committee incurred in the
administration of the Plan shall be reimbursed by the Company. The members
of the Committee shall receive no compensation for their services in
connection with the administration of the Plan.
3.04 Committee Member as Participant. A member of the Committee may
also be a Participant, but may not make any discretionary decision or take
any action affecting his own interest as a Participant under the Plan
unless that decision or action is upon a matter that affects all other
Participants similarly situated and confers no special right, benefit, or
privilege not simultaneously conferred upon all other such Participants.
3.05 Indemnification of Committee Members. The members of the
Committee shall be indemnified by the Company against any and all
liabilities arising by reason of any act or failure to act in good faith in
connection with the Plan, including expenses reasonably incurred in the
defense of any claim relating thereto.
ARTICLE IV
AMENDMENT AND TERMINATION
4.01 Amendment and Voluntary Termination. The Company reserves the
right at any time and from time to time to modify or amend in whole or in
part any or all of the provisions of the Plan, or to terminate the Plan.
Except as provided below, no such modification, amendment, or termination,
however, shall have the effect of reducing the amount of the Retirement
Benefit that a Participant has received prior to, is receiving on, or would
become entitled to (except for adjustments to such amounts following the
date a Participant terminates his service as a Director as provided in
Section 2.01) if his Termination Date occurred on, the effective date of
such modification, amendment, or termination. For any Participant who was
serving on the Board of Directors at the time of the adoption of Amendment
No. 3, when benefits become payable under Section 2.03 the Participant
shall elect, upon retirement, to receive the lifetime benefit payable under
the Plan prior to the adoption of such Amendment or the limited term and
surviving spouse survivorship benefit payable under the Amendment.
4.02 Corporate Successors. The Plan shall not be terminated by a
transfer or sale of assets of the Company or by the merger or consolidation
of the Company into or with any other corporation or other entity.
ARTICLE V
MISCELLANEOUS
5.01 No Guarantee. Nothing contained in this Plan shall be construed
as a contract of employment between the Company and any Director or as a
right of any Director to be continued in such capacity by the Company or as
a guarantee by the Company that any Director shall be continued in such
capacity.
5.02 Interest Nontransferable. Benefits payable under the Plan shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution, or levy of
any kind, either voluntary or involuntary, including any such liability
that is for alimony or other payments for the support of a spouse or former
spouse, or for any other relative of the person entitled to such benefits
hereunder, prior to actual receipt by such person. Any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, or
otherwise dispose of any right to benefits payable hereunder shall be void.
5.03 Exclusions and Separability. Each provision hereof shall be
independent of each other provision hereof, and, if any provision of this
Plan proves to be, or is held by any court, or tribunal, board, or
authority of competent jurisdiction to be void or invalid with respect to a
Participant, such provision shall be disregarded and shall be deemed to be
null and void and not part of this Plan with respect to such Participant.
The invalidation of any such provision, however, shall not otherwise impair
or affect the Plan or any of the other provisions or terms hereof.
5.04 Unclaimed Funds. Each Participant shall keep the Committee
informed of his current address. Neither the Company nor the Committee
shall be obligated to search for the whereabouts of any person. If the
location of a Participant is not made known to the Committee within three
years after the date on which the first payment of the Participant's
Retirement Benefit is to be made, the Participant will be deemed to have
died at the end of the three-year period and the Retirement Benefit will be
forfeited. Notwithstanding the foregoing, if the Participant subsequently
makes a claim for any Retirement Benefit that has been forfeited under this
Section, such Retirement Benefit shall be reinstated, without interest.
5.05 Federal Tax Status. The Plan is not intended to be qualified or
tax exempt under Section 401 or Section 501(a), respectively, of the
Internal Revenue Code of 1986.
5.06 Governing Law. The provisions of the Plan shall be construed,
administered, and governed under the laws of South Dakota.
5.07 Successors. Subject to Article IV, the Plan shall be binding
upon and inure to the benefit of any successors of the Company.
5.08 Gender and Number. Except when otherwise required by the
context, any masculine terminology in this document shall include the
feminine and any singular terminology shall include the plural.
5.09 Headings. The headings in this Plan are inserted for
convenience of reference only and are not to be considered in construction
of the provisions hereof.
IN WITNESS WHEREOF, the Company has executed this revised Directors'
Retirement Plan as of the 3rd day of May, 1995.
NORTHWESTERN PUBLIC SERVICE COMPANY
By_____________________________________
M. D. Lewis
President & CEO
By_____________________________________
Raymond M. Schutz, Chairman
Nominating and Compensation Committee
EXHIBIT I
NORMAL RETIREMENT BENEFIT (ANNUAL)
Termination Date Benefit
May 1, 1995 - April 30, 1996 $11,600
May 1, 1996 - April 30, 1997 $12,000
May 1, 1997 - April 30, 1998 $12,400
May 1, 1998 - April 30, 1999 $12,800
May 1, 1999 - April 30, 2000 $13,200