EXHIBIT 10.28
THRIFT RESTORATION PLAN
FOR
THE COLUMBIA ENERGY GROUP
As Amended and Restated
Effective January 1, 2000
THRIFT RESTORATION PLAN
FOR
THE COLUMBIA ENERGY GROUP
TABLE OF CONTENTS
PAGE
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ARTICLE I - DEFINITIONS ................................................. 2
ARTICLE II - ELIGIBILITY ................................................ 5
ARTICLE III - SUPPLEMENTAL THRIFT ACCOUNT ............................... 6
ARTICLE IV - WITHDRAWALS ................................................ 9
ARTICLE V - TERMINATION OF PARTICIPATION AND PAYMENT OF BENEFITS ........ 11
ARTICLE VI - OTHER PROVISIONS ........................................... 13
THRIFT RESTORATION PLAN
FOR
THE COLUMBIA ENERGY GROUP
Purpose
The purpose of this Plan is to provide for the payment of thrift
restoration benefits to certain key management employees so that the total
thrift plan benefits of such employees will be determined on the same basis as
is applicable to all other employees of the Company. The creation of this Plan
was made necessary by benefit limitations which were imposed on the Company's
Employees' Thrift Plan or Columbia Energy Group by the Employee Retirement
Income Security Act of 1974, as amended, other federal statutes and regulations
which also limit benefits that can be paid to or on behalf or employees, and
limits imposed by the Tax Reform Act of 1986.
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ARTICLE I
Definitions
1.1 "Administrator" means the Basic Plan's Thrift Plan Committee.
1.2 "Affiliated Company" means the Company and:
(a) any other company which is included within a "controlled group
of corporations within which the Columbia Energy Group, is
also included, as determined under Section 1563 of the
Internal Revenue Code of 1986, as amended, without regard to
subsections (a)(4) and (e)(3)(c) of said Section 1563 except
that with respect to the contribution limitation set forth in
Section 4.4, such determination under Section 1563 will be
made assuming the phrase "at least 50%" is substituted for the
phrase "at least 80%" each place it appears in Section
1563(a)(1); and
(b) any other trades or business (whether or not incorporated)
which, based on principles similar to those defining a
"controlled group of corporations" for purposes of (a) above,
are under common control.
1.3 "Annual Additions" for any Participant means the sum, in any Plan
Year, of:
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(a) the Company's contributions to the Basic Plan on behalf of the
Participant; plus
(b) all Participant deposits to the Basic Plan, including
before-tax, after-tax and lump sum deposits; plus
For purposes of this Plan, the determination of a Participant's
Annual Addition shall be made without regard to the Dollar
Limitation or the Compensation Limit as established by the Tax
Reform Act of 1986.
1.4 "Basic Plan" means the Employees' Thrift Plan of Columbia Energy
Group.
1.5 "Company" means Columbia Energy Group, a corporation organized and
existing under the laws of the State of Delaware, or any successor
to it in ownership of substantially all its assets.
1.6 "Compensation Limit" means compensation earned by a Participant up
to $200,000 during any calendar year, as indexed under Section 415
of the Internal Revenue Code.
1.7 "DCP" means Columbia Energy Group, Deferred Compensation Plan
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1.8 "Dollar Limitation" means the annual dollar limitation on
contributions to the Basic Plan, as set forth in Section 4.7 of that
plan.
1.9 "Effective Date" means January 1,1989.
1.10 "Employee" means any individual who is employed by an Employer on a
basis that involves payment of salary, wages or commissions.
1.11 "Employer" means an Affiliated Company that is participating in this
Plan.
1.12 "Interest" means the average of the prime rates of interest charged
as of the last business day of a month, determined under procedures
established by the Administrator.
1.13 "Participant" means any Employee who is participating in the Plan in
accordance with its provisions.
1.14 "Plan" means the Thrift Restoration Plan for the Columbia Energy
Group, as set forth herein.
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1.15 "Plan Year" means the 12-month period commencing each January 1 and
ending the following December 31.
1.16 "Supplemental Thrift Account" means the sum of credits accrued under
Article III on behalf of a Participant, adjusted to reflect Interest
credited to the account, and reduced by any withdrawals under
Article IV.
ARTICLE II
Eligibility
2.1 Eligibility. Any Employee who is participating in the Basic Plan and
(i) whose Annual Addition in any Plan Year will exceed the Dollar
Limitation for the Plan Year, (ii) whose compensation in a calendar
year will exceed the Compensation Limit, or (iii) who, because of
limitations set by the Internal Revenue Service, has deferrals in
the DCP excluded for purposes of benefit allocations in the Basic
Plan, will be eligible to become a Participant in the Plan as of
January 1 of such Plan Year. If an Employee who was not expected to
be eligible to become a Participant in a given Plan Year
subsequently qualifies because his Annual Addition exceeds the
Dollar Limitation for that Plan year, his compensation exceeds the
Compensation Limit for that Plan Year, or because he becomes
eligible for, or begins to participate in, the DCP, such Employee
will be eligible to participate in the Plan as soon as practicable
after this determination has been made or deferrals begin.
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2.2 Notice of Eligibility to Participants. The Administrator will inform
each Employee of his eligibility to participate in the Plan as soon
as practicable but before the earliest date such Employee's
participation could become effective.
2.3 Method of Becoming a Participant. In order to become a Participant,
each eligible Employee must sigh a written agreement with his
Employer providing for the direction of Employer contributions or
Participant deposits that would normally be made to the Basic Plan,
to be credited to this Plan, to the extent necessary to satisfy the
Dollar Limitation of the Basic Plan or to satisfy the Compensation
Limit of the Basic Plan.
2.4 Continuation of Participation. A Participant will remain a
Participant so long as his Supplemental Thrift Account has not been
fully distributed to him.
ARTICLE III
Supplemental Thrift Account
3.1 Supplemental Thrift Account. A Supplemental Thrift Account shall be
established for each Participant. The amounts to be credited to a
Participant's Supplemental Thrift Account shall be determined under
procedures established by the Administrator and shall consist of:
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(a) Employer credits, as described in Section 3.2; plus
(b) Participant credits, as described in Section 3.3; plus
(c) Interest credits under Section 3.4.
A Participant's Supplemental Thrift Account shall be reduced by any
withdrawals made under Article IV.
3.2 Employer Credits. The amount of Employer credits shall equal (a)
minus (b) below:
(a) The total amount of Employer contributions that would
otherwise have been contributed to the Basic Plan without
regard to the Dollar Limitation, the Compensation Limit, or
deferrals to the DCP;
(b) The actual amount of Employer contributions contributed to the
Basic Plan.
3.3 Participant Credits. The amount of Participant credits shall equal
(a) minus (b) below:
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(a) The total amount of Participant deposits that would otherwise
have been contributed to the Basic Plan without regard to the
Dollar Limitation, the Compensation Limit, or deferrals to the
DCP;
(b) The actual amount of Participant deposits contributed to the
Basic Plan.
3.4 Interest Credits.
(a) Credits to a Participant's Supplemental Thrift Account, if
applicable, will be considered made on the same day as such
amounts would otherwise have been credited under the Basic
Plan.
(b) All credits will accrue Interest starting with the first full
calendar month in which they are deemed to be a part of the
Plan and ending with the last full calendar month in which
credits are still deemed to be part of the Plan.
(c) Interest will be based on the balance of the value of the
Participant's Supplemental Thrift Account as of the first
working day of the month and credited as of the last working
day of the calendar month.
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(d) In the event there is a withdrawal by a Participant from the
Plan, the value of such Participant's Supplemental Thrift
Account, prior to the withdrawal, will be credited with
Interest to the end of the calendar month coincident with the
month the withdrawal is actually made. The amount at the
withdrawal will then be subtracted from the balance so
determined.
(e) Interest will be earned only on monies held under reserve by
the Employer. If the Administrator has invested any monies of
a Participant's Supplemental Thrift Account, interest shall
not be earned on these monies.
ARTICLE IV
Withdrawals
4.1 Withdrawals. Subject to the limitations of Section 4.2, a
Participant, by filing a written request with the Administrator, may
elect to withdraw 33%, 67% or 100% of the total amount that has been
credited to his Supplemental Thrift Account.
4.2 Limitations on Withdrawals. Any withdrawal under this Article IV
will be subject to the following provisions:
(a) Only one withdrawals will be permitted in any 12-month period.
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(b) Withdrawals under this Article IV will require suspension of
Employer credits and Participant credits (but not Interest
credits) under this Plan for a period of time varying with the
percentage of the value of the Participant's Supplemental
Thrift Account which is withdrawn, according to the following
schedule:
Percentage Suspension
---------- ----------
33% 2 months
67% 4 months
100% 6 months
This suspension will not affect a Participant's participation in the
Basic Plan nor the basis for determining the Employer contributions
or Participant deposits under the Basic Plan.
(c) Withdrawals under this Article IV will be subject to a 10%
early distribution penalty.
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ARTICLE V
Termination of Participation
and Payment of Benefits
5.1 Termination of Participation. A Participant's participation in this
Plan shall terminate at termination of employment for any reason,
including disability, death or retirement.
5.2 Benefits at Termination of Participation. Upon his termination of
participation in the Plan, a Participant, his spouse, or his
beneficiary or legal representative will be entitled to 100 percent
of the value of the Participant's Supplemental Thrift Account
credited with Interest, if applicable, through the calendar month
preceding the date payment is made to the Participant (or to his
spouse, legal representative or beneficiary in the case of his
incapacity or death).
5.3 Form of Payment. Distribution of a Participant's Supplemental Thrift
Account will be made by such method of payment as may be determined
by the Administrator in its sole discretion.
5.4 Timing of Payment. Upon termination of participation for reasons
other than retirement or disability, the payment of the value of the
Participant's Supplemental Thrift Account will be made as soon as
practicable after the event giving rise to the termination of
participation. In the event of termination of participation due to
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retirement or disability, the value of the Supplemental Thrift
Account will be paid as of March 31 following the year in which the
Participant attains age 70-1/2. However, the Participant may elect
to receive a distribution at an earlier age with the approval of the
Administrator.
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ARTICLE VI
Other Provisions
6.1 Administration. This Plan will be administered by the Administrator,
in a manner consistent with the administration of the Basic Plan,
except that this Plan will be administered as a plan which is not
intended to meet the qualification requirements of Section 401(a) of
the Internal Revenue Code. The Administrator's decisions in all
matters involving the interpretation and application of this Plan
will be final. The Administrator may employ whatever counsel or
agents it deems necessary.
6.2 Funding. The Administrator may invest Employer, Participant and
Interest credits in any or a combination of investment media that
the Administrator believes prudent. If as a result of the investment
a current tax liability is incurred by a Participant, then such
Participant may be given the right to elect how his credits will be
diversified among the investment options offered. The investment
return will fully inure to the Participant.
If the Administrator authorizes an investment of credits in a
medium, which does not result in a current tax liability or
maintains the credits as a reserve, then Interest credits as
described in Section 3.4 of this Plan will be the minimum rate of
return earned by the Participant, Employer and Interest credits.
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A Participant's right to benefits under this Plan, except for
credits which have already been taxed to the Participant, will be no
greater than the right of an unsecured general creditor of the
Company. All payments to be made under the Plan will be paid from
the general assets of the Company except where credits have already
been taxed to the Participant and are invested. No special or
separate fund will be established by the Company, and no segregation
of assets will be made to assure payments.
6.3 Employment Conditions. Nothing in the Plan shall be deemed or
construed to impair or affect in any manner whatsoever the right of
the Company or any Employer, in its sole discretion, to hire
Employees or Participants and, with or without cause or notice, to
discharge or terminate the services of Employees or Participants.
6.4 Amendment and Discontinuation. The Company expects to continue this
Plan indefinitely, but reserves the right to amend or discontinue it
if, in its sole judgment, such action is deemed necessary or
desirable. However, if the Company should amend or discontinue this
Plan, the Company will be liable for payment of all amounts credited
under this Plan as of 4 date of such action.
6.5 Use of the Masculine Pronoun. The masculine pronoun used herein
shall include the feminine, unless the context text shall clearly
indicate otherwise.
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