RESTORATION OF RETIREMENT INCOME PLAN
FOR
CERTAIN PARTICIPANTS IN THE NOBLE AFFILIATES
RETIREMENT PLAN
THIS RESTORATION OF RETIREMENT INCOME PLAN, made and executed at Ardmore,
Oklahoma, by Noble Affiliates, Inc.,
WITNESSETH THAT:
WHEREAS, Noble Affiliates, Inc. and certain of its affiliates have
heretofore established an unfunded excess benefit plan within the meaning of
Section 3(36) of the Employee Retirement Income Security Act of 1974, as
amended, known as the Restoration of Retirement Income Plan for Certain
Participants in the Noble Affiliates Retirement Plan (the "Restoration Plan") to
supplement the benefits payable under the Noble Affiliates Retirement Plan to
its participants and beneficiaries whose benefits otherwise payable under the
Noble Affiliates Retirement Plan have been reduced because of the maximum
benefit limitations imposed under the Noble Affiliates Retirement Plan in order
to comply with the requirements of Section 415 of the Internal Revenue Code of
1986, as amended; and
WHEREAS, Noble Affiliates, Inc. now desires to amend said Restoration Plan
on behalf of all participating employers to provide additional benefits to a
select group of management or highly compensated employees of such employers;
NOW, THEREFORE, in consideration of the premises and pursuant to the
provisions of Restoration Plan Section 6, the
Restoration Plan is hereby amended by restatement in its entirety to read as
follows:
1. PURPOSE AND NATURE OF THE PLAN
This Restoration of Retirement Income Plan (the "Plan") has been
established by Noble Affiliates, Inc. (the "Company") and certain of its
affiliates (the Company and its affiliates that have adopted this Plan
each an "Employer" and together the "Employers") to provide for the
payment of certain pension and pension-related benefits to or with respect
to certain employees who are participants in the Noble Affiliates
Retirement Plan (the "Basic Plan") so that the total pension and
pension-related benefits of such employees can be determined on the same
basis as is applicable to all other employees participating in the Basic
Plan. This Plan is unfunded and has been established by the Employers
primarily for the purpose of providing deferred compensation for a select
group of management or highly compensated employees.
2. DEFINITIONS
If not otherwise defined herein, all terms used in this Plan shall
have the same meaning as assigned to them under the provisions of the
Basic Plan.
3. ADMINISTRATION
This Plan shall be administered by the Employee Benefits Committee
(the "Committee") established under the Basic Plan, which shall administer
this Plan in a manner
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consistent with its terms and with the administrative powers provided for
the administration of the Basic Plan, as from time to time amended and in
effect, except that this Plan shall be administered as an unfunded plan
which is not intended to meet the qualification requirements of Section
401 of the Internal Revenue Code of 1986, as amended (the "Code"). The
Committee shall have full power and discretionary authority to interpret,
construe and administer this Plan and the Committee's interpretations and
construction hereof and actions hereunder, including determinations with
respect to the eligibility for and the amount or recipient of Plan
benefits hereunder, shall be binding and conclusive on all persons for all
purposes.
4. ELIGIBILITY
Employees and former employees of an Employer who are participants
in the Basic Plan and whose pension or pension-related benefits under the
Basic Plan are limited by the provisions imposed by the Basic Plan in
order to comply with the maximum compensation limitation requirement of
Section 401(a)(17) of the Code or the maximum benefit limitation
requirement of Section 415 of the Code (each a "Participant" and together
the "Participants"), and their beneficiaries under the Basic Plan, shall
be eligible for benefits under this Plan. In no event shall any person
who is not entitled to benefits under the Basic Plan be eligible for a
benefit under this Plan.
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5. AMOUNT OF BENEFITS
If a Participant or beneficiary of a Participant receives or
commences receiving benefits under the Basic Plan, then such Participant
or beneficiary shall be entitled to receive benefits under this Plan which
are actuarially equivalent to the excess, if any, of:
(a) the value of the benefits which would have been payable to
such Participant or beneficiary under the Basic Plan if the
provisions of the Basic Plan were administered without regard
to (i) the maximum amount of compensation limitation imposed
under the Basic Plan in order to comply with Section
401(a)(17) of the Code, and (ii) the maximum amount of
retirement income limitation imposed under the Basic Plan in
order to comply with Section 415 of the Code, over
(b) the value of the benefits which are actually payable to such
Participant or beneficiary under the provisions of the Basic
Plan.
For the purposes of this Plan, the value of benefits and the amounts
payable under alternate forms of benefits shall be determined using the
actuarial assumptions being used under the Basic Plan for such purposes.
6. PAYMENT OF BENEFITS
The benefits payable to a Participant or beneficiary of a
Participant under this Plan shall commence in payment
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concurrently with the commencement of the payment of benefits to such
Participant or beneficiary under the Basic Plan, and shall be paid to such
Participant or beneficiary in such form available under the Basic Plan as
shall be selected by the Committee in its absolute discretion. All
benefits payable under this Plan to or with respect to a Participant who
was an employee of an Employer shall be paid from the general assets of
such Employer. If the benefits payable to or with respect to a
Participant under this Plan are attributable to periods of employment with
more than one Employer, the amount payable to or with respect to such
Participant shall be apportioned among and paid by the Employers who
employed such Participant in such proportions as shall be determined by
the Committee in its absolute discretion. No Participant, beneficiary of
a Participant or other person shall have, under any circumstances, any
interest whatever in any particular property or assets of an Employer by
virtue of this Plan.
7. AMENDMENT AND DISCONTINUANCE
The Board of Directors of the Company shall have the right and power
at any time and from time to time to amend this Plan, in whole or in part,
on behalf of all Employers, and at any time to terminate this Plan or any
Employer's participation hereunder. Any amendment to or termination of
this Plan shall be made by or pursuant to a resolution duly adopted by the
Board of Directors of the Company and shall
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be evidenced by such resolution or by a written instrument executed by
such person as the Board of Directors of the Company shall authorize for
such purpose. Any provision of this Plan to the contrary notwithstanding,
no amendment to or termination of this Plan shall reduce or eliminate an
Employer's obligation for the payment of benefits accrued under this Plan
as of the date of such amendment or termination, such benefits to be
determined as if the Basic Plan had terminated on such date.
8. RESTRICTION ON ASSIGNMENT
The benefits provided hereunder are intended for the personal
security of persons entitled to payment under this Plan and are not
subject in any manner to the debts or other obligations of the persons to
whom they are payable. The interest of a Participant or beneficiary of a
Participant may not be sold, transferred, assigned, or encumbered in any
manner, either voluntarily or involuntarily, and any attempt to so
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge
the same shall be null and void; neither shall the benefits hereunder be
liable for or subject to the debts, contracts, liabilities, engagements,
or torts of any person to whom such benefits or funds are payable, nor
shall they be subject to garnishment, attachment, or other legal or
equitable process nor shall they be an asset in bankruptcy.
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If a Participant or any other person entitled to a benefit under
this Plan becomes bankrupt or makes an assignment for the benefit of
creditors or in any way suffers a lien or judgment against his or her
personal assets, or in any way attempts to anticipate, alienate, sell,
assign, pledge, encumber or charge a benefit, right or interest hereunder,
then such benefit, right or interest may be terminated by the Committee in
its absolute discretion.
9. CONTINUED EMPLOYMENT
Nothing contained in this Plan shall be construed as conferring upon
any employee of an Employer the right to continue in the employ of such
Employer in any capacity.
10. LIABILITY OF THE COMMITTEE
No member of the Committee shall be liable for any loss unless
resulting from his or her own fraud or willful misconduct, and no such
member shall be personally liable for or with respect to any agreement,
act, transaction or omission executed, committed or suffered to be
committed by such member as a member of the Committee or by any other
member, agent, representative or employee of the Committee. The Committee
and any individual member of the Committee and any agent thereof shall be
fully protected in relying upon the advice of the following professional
consultants or advisors employed by the Company or the Committee: any
attorney insofar as legal matters are concerned, any
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accountant insofar as accounting matters are concerned, and any actuary
insofar as actuarial matters are concerned.
11. INDEMNIFICATION
The Employers shall indemnify and hold harmless each member of the
Committee and each director, officer and employee of an Employer against
any claim, cost, expense (including attorneys' fees), judgment or
liability (including any sum paid in settlement of a claim with the
approval of the Company) arising out of any act or omission to act as a
member of the Committee or any other act or omission to act relating to
this Plan, except in the case of such person's fraud or willful
misconduct.
12. BINDING ON EMPLOYERS, EMPLOYEES AND THEIR SUCCESSORS
This Plan shall be binding upon and inure to the benefit of each
Employer, its successors and assigns, and each Participant and his or her
beneficiaries, heirs, executors, administrators and legal representatives.
13. TERMINATION OF SERVICE FOR DISHONESTY
If a Participant's employment with an Employer is terminated because
of dishonest conduct injurious to such Employer, or if dishonest conduct
injurious to an Employer is committed by a Participant employed by an
Employer and such conduct is discovered by such Employer during the
lifetime of the Participant and within one year after his or her
employment with such Employer terminated or within one year after his or
her retirement under the Basic Plan, the
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Committee may terminate such Participant's interest and benefits under
this Plan.
The dishonest conduct injurious to an Employer committed by a
Participant shall be determined and decided by the Committee only after a
full investigation of such alleged dishonest conduct and an opportunity
has been given to the Participant to appear before the Committee to
present his or her case. The decision made by the Committee in such cases
shall be final and binding on all persons affected by such decision.
14. RIGHTS OF AFFILIATES TO PARTICIPATE
Any subsidiary or affiliate of the Company may adopt this Plan and
become an Employer hereunder by proper action taken by the board of
directors or other governing authority of such subsidiary or affiliate.
The administrative powers and control of the Company, as provided in this
Plan, shall not be deemed diminished under this Plan by reason of the
participation of any other Employer and the administrative powers and
control granted hereunder to the Committee shall be binding upon any
Employer adopting this Plan. Each Employer adopting this Plan shall have
the obligation to pay the benefits of its employees hereunder and no other
Employer shall have such obligation. Any failure by a particular Employer
to pay or otherwise discharge its obligations under this Plan shall have
no effect on any other Employer. Any Employer may discontinue this Plan
at
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any time by proper action of its board of directors or other governing
authority; provided, however, that such discontinuance shall not reduce or
eliminate such Employer's obligation for the payment of benefits accrued
under this Plan as of the date of such discontinuance, such benefits to be
determined as if the Basic Plan had terminated on such date.
15. CLAIMS PROCEDURE
If any person (hereinafter called the "Claimant") feels that he or
she is being denied a benefit to which he or she is entitled under this
Plan, such Claimant may file a written claim for said benefit with the
Committee. Within sixty days following the receipt of such claim the
Committee shall determine and notify the Claimant as to whether he or she
is entitled to such benefit. Such notification shall be in writing and,
if denying the claim for benefit, shall set forth the specific reason or
reasons for the denial, make specific reference to the pertinent
provisions of this Plan, and advise the Claimant that he or she may,
within sixty days following the receipt of such notice, in writing request
to appear before the Committee or its designated representative for a
hearing to review such denial. Any such hearing shall be scheduled at the
mutual convenience of the Committee or its designated representative and
the Claimant, and at any such hearing the Claimant and/or his or her duly
authorized representative may examine any relevant
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documents and present evidence and arguments to support the granting of
the benefit being claimed. The final decision of the Committee with
respect to the claim being reviewed shall be made within sixty days
following the hearing thereon, and Committee shall in writing notify the
Claimant of said final decision, again specifying the reasons therefor and
the pertinent provisions of this Plan upon which said final decision is
based. The final decision of the Committee shall be conclusive and
binding upon all parties having or claiming to have an interest in the
matter being reviewed.
16. APPLICABLE LAW
This Plan shall be governed and construed in accordance with the
internal laws (and not the principles relating to conflicts of laws) of
the State of Oklahoma, except where superseded by federal law.
IN WITNESS WHEREOF, this Plan has been executed on this 21st day of
September, 1994, to be effective as of May 19, 1994.
NOBLE AFFILIATES, INC.
By:/S/ ROBERT KELLEY
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Title: Chairman, President &
Chief Executive Officer
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