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EXHIBIT 10.1
FOURTH AMENDMENT TO
SEAGULL THRIFT PLAN
WHEREAS, SEAGULL ENERGY CORPORATION (the "Company") has heretofore
adopted and maintains the SEAGULL THRIFT PLAN (the "Plan") for the benefit of
its eligible employees; and
WHEREAS, the Company desires to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective January 1, 1993:
1. The following new Paragraphs (16A), (17A), (19A) and (19B)
shall be added to Section 1.01 of the Plan:
"(16A) DIRECT ROLLOVER: A payment by the Plan to an
Eligible Retirement Plan designated by a Distributee.
(17A) DISTRIBUTEE: Each (A) Member entitled to an Eligible
Rollover Distribution, (B) Member's surviving spouse
with respect to the interest of such surviving spouse
in an Eligible Rollover Distribution, and (C) former
spouse of a Member who is an alternate payee under a
qualified domestic relations order, as defined in
section 414(p) of the Code, with regard to the
interest of such former spouse in an Eligible
Rollover Distribution.
(19A) ELIGIBLE RETIREMENT PLAN: (A) With respect to a
Distributee other than a surviving spouse, an
individual retirement account described in section
408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code, an annuity
plan described in section 403(a) of the Code, or a
qualified plan described in section 401(a) of the
Code, which under its provisions accepts such
Distributee's Eligible Rollover Distribution and (B)
with respect to a Distributee who is a surviving
spouse, an individual retirement account described in
section 408(a) of the Code or an individual
retirement annuity described in section 408(b) of the
Code.
(19B) ELIGIBLE ROLLOVER DISTRIBUTION: Any distribution of
all or any portion of the Accounts of a Distributee
other than (A) a distribution that is one of a series
of substantially equal periodic payments (not less
frequently than annually) made for
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the life (or life expectancy) of the Distributee or
the joint lives (or joint life expectancies) of the
Distributee and the Distributee's designated
beneficiary or for a specified period of ten years or
more, (B) a distribution to the extent such
distribution is required under section 401(a)(9) of
the Code, (C) the portion of a distribution that is
not includable in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer securities),
(D) a loan treated as a distribution under section
72(p) of the Code and not excepted by section
72(p)(2), (E) a loan in default that is a deemed
distribution, (F) any corrective distributions
provided in Sections 3.07 and 4.04(b), and (G) any
other distribution so designated by the Internal
Revenue Service in revenue rulings, notices, and
other guidance of general applicability."
2. The last sentence of Section 10.01(b) of the Plan shall be
deleted and the following shall be substituted therefor:
"No less than thirty days and no more than ninety days before his
Benefit Commencement Date, the Committee shall inform the Member of
his right to defer his Benefit Commencement Date and shall describe
the Member's Direct Rollover election pursuant to Section 10.04
below."
3. Section 10.01(g) of the Plan shall be deleted and the following
shall be substituted therefor:
"Benefits shall be paid (or transferred pursuant to Section 10.04) in
cash except that a Member (or his designated beneficiary or legal
representative in the case of a deceased Member) may elect to have the
portion of his Accounts invested in Fund A distributed (or transferred
pursuant to Section 10.04) in full shares of Company Stock to the
extent of the Member's pro rata portion of the shares of Company Stock
held in Fund A with any balance of the Member's interest in Fund A
(including fractional shares) to be paid or transferred in cash."
4. The following new Section 10.04 shall be added to Article X of the
Plan:
"10.04 DIRECT ROLLOVER ELECTION.
(a) Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under
this Section, a Distributee may elect, at the time and in the manner
prescribed by the Committee, to have all or any portion of an Eligible
Rollover Distribution (other than any portion attributable to the
offset of an outstanding loan balance of such Member pursuant to the
Plan's loan procedure) paid directly to an Eligible
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Retirement Plan specified by the Distributee in a Direct Rollover.
The preceding sentence notwithstanding, a Distributee may elect a
Direct Rollover pursuant to this Section only if such Distributee's
Distributions during the Plan Year are reasonably expected to total
$200 or more. Furthermore, if less than 100% of the Member's Eligible
Rollover Distribution is to be a Direct Rollover, the amount of the
Direct Rollover must be $500 or more. Prior to any Direct Rollover
pursuant to this Section, the Distributee shall furnish the Committee
with a statement from the plan, account, or annuity to which the
benefit is to be transferred verifying that such plan, account, or
annuity is, or is intended to be, an Eligible Retirement Plan.
(b) No less than thirty days and no more than ninety days
before his Benefit Commencement Date, the Committee shall inform the
Distributee of his Direct Rollover right pursuant to this Section. A
distribution or Direct Rollover of the Distributee's benefit may
commence less than thirty days after such notice is given, provided
that (1) the Committee clearly informs the Distributee that the
Distributee has a right to a period of at least thirty days after
receiving the notice to consider the decision of whether or not to
elect a Direct Rollover and (2) the Distributee, after receiving the
notice, affirmatively elects either a distribution or a Direct
Rollover or a combination thereof."
5. The following sentence shall be added to the end Section 11.01(d)
of the Plan:
"Any withdrawal pursuant to this Article XI shall be subject to the
Direct Rollover election described in Section 10.04."
II. Effective August 5, 1993, the following shall be added to the end of
Section 1.01(23) of the Plan:
"Hours of Service shall also include any hours required to be credited
by federal law other than the Act or the Code, but only under the
conditions and to the extent so required by such federal law."
III. Effective January 1, 1994, Section 1.01(15) of the Plan shall be
deleted and the following shall be substituted therefor:
"(15) COMPENSATION: The total of all wages, salaries, fees for
professional service and other amounts received in cash or in
kind by a Member for services actually rendered or labor
performed for the Company while a Member to the extent such
amounts are includable in gross income, excluding, however,
bonuses, incentive or other supplemental pay, reimbursements
and other expense allowances, cash and noncash fringe
benefits, moving expenses, Company contributions to or
payments from this or any other deferred compensation program,
whether such program is qualified under section 401(a) of the
Code or
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nonqualified, welfare benefits, amounts realized from the
receipt or exercise of a stock option that is not an incentive
stock option within the meaning of section 422 of the Code,
amounts realized at the time property described in section 83
of the Code is freely transferable or no longer subject to a
substantial risk of forfeiture, amounts realized as a result
of an election described in section 83(b) of the Code, any
amount realized as result of a disqualifying disposition
within the meaning of section 421(a) of the Code and any other
amounts that receive special tax benefits under the Code but
are not hereinafter included; provided that, for the purposes
of this definition, the following shall also be included: (A)
elective contributions made on a Member's behalf by the
Company that are not includable in income under section 125,
section 402(e)(3), section 402(h) or section 403(b) of the
Code, (B) compensation deferred under an eligible deferred
compensation plan within the meaning of section 457(b) of the
Code and (C) employee contributions described in section
414(h) of the Code that are picked up by the employing unit
and are treated as employer contributions. The above
notwithstanding, the Compensation of any Member taken into
account for purposes of the Plan shall be limited to $150,000
for any Plan Year with such amount to be (i) adjusted
automatically to reflect any amendments to section 401(a)(17)
of the Code and any cost-of-living increases authorized by
section 401(a)(17) of the Code, (ii) prorated for a Plan Year
of less than twelve months and to the extent otherwise
required by applicable law, and (iii) in the case of a Member
who is either a five-percent owner of the Company (within the
meaning of section 416(i)(1)(A)(iii) of the Code) or is one of
the ten most Highly Compensated Employees for the Plan Year
and who has a spouse and/or lineal descendants who are under
the age of nineteen as of the end of a Plan Year who receive
Compensation during such Plan Year, prorated and allocated
among such Member, his spouse, and/or lineal descendants under
the age of nineteen based on the Compensation for such Plan
Year of each such individual."
IV. As amended hereby, the Plan is specifically ratified and reaffirmed.
EXECUTED this 1st day of September, 1994.
SEAGULL ENERGY CORPORATION
By /s/ ROBERT M. KING
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