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EXHIBIT 10.2
SECOND AMENDMENT TO
UNION TEXAS PETROLEUM
SALARIED EMPLOYEES' PENSION PLAN
WHEREAS, Union Texas Petroleum Holding, Inc. (the "Company") and other
Employing Companies have heretofore adopted and maintain the Union Texas
Petroleum Salaries Employees' Pension Plan (the "Plan") for the benefit of
their eligible employees; and
WHEREAS, the Company has adopted the Union Texas Petroleum Holdings,
Inc. 1996 Voluntary Retirement Program (the "Voluntary Retirement Program") for
the purpose of providing additional benefits to certain eligible employees who
elect to terminate their employment pursuant to the terms of the Voluntary
Retirement Program; and
WHEREAS, the employees eligible for the Voluntary Retirement Program
are employees of the Company and any Employing Company who (i) are paid on a
salaries basis and are in salary grade 14 or below; (ii) are on the United
States payroll of the Company or an Employing Company, (iii) are not stationed
outside of Houston, Texas, (iv) have attained or will attain the age of
forty-eight (48) on or before October 31, 1996, (v) have completed or will
complete at least five (5) full years of Vesting Service under the terms of the
Plan on or before October 31, 1996, and (vi) will attain on or before October
31, 1996 the sum of fifty-four (54) when the employee's age and years of
Accrual Service under the Plan are added together; and
WHEREAS, an employee must elect during the period beginning on
September 1, 1996 and ending at 4:30 p.m. (Houston, Texas time) on October 1,
1996 to terminate their employment with the Company or an Employing Company,
effective as of October 31, 1996 in order to receive the benefits of the
Voluntary Retirement Program; and
WHEREAS, certain Plan Members may elect to participate in the Voluntary
Retirement Program and the Company desires to amend the Plan to provide for
additional benefits under the Plan for the Plan Members who elect to
participate in the Voluntary Retirement Program (the "Voluntary Retirement
Members");
NOW, THEREFORE, the Plan is hereby amended effective as of August 1,
1996 as follows:
1. In calculating the Voluntary Retirement Members' benefits under
the Plan, three years shall be added to their Accrual Service
effective as of their termination of employment.
2. For purposes of determining (i) the Voluntary Retirement Members'
eligibility for Early Retirement and the type of Early Retirement,
i.e., Regular Early Retirement or Eight Point Early Retirement,
under the Plan, (ii) timing of commencement of the
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benefit, and (iii) the number of years of actuarial reduction
under the applicable actuarial reduction factor for early
commencement of the benefit, but not for the purpose of
determining the Actuarial Equivalent of different forms of benefit
under the Plan, three years shall be added to the age of the
Voluntary Retirement Members effective as of their termination of
employment.
3. The lump sum payment made to a Voluntary Retirement Member by the
Company pursuant to Paragraph 3(B) of the Voluntary Retirement
Program shall not (i) be included as Compensation under the terms
of the Plan, (ii) be included in determining the Average Monthly
Compensation of a Voluntary Retirement Member, or (iii) result in
any additional Accrual Service being credited to a Voluntary
Retirement Member due to such payment.
4. The terms used in this document with initial capitalization shall
have the same meaning as are ascribed to such terms under the Plan,
except as otherwise specifically indicated herein.
5. As amended hereby, the Plan is specifically ratified and
reaffirmed.
Executed this 1st day of August 1996.
UNION TEXAS PETROLEUM HOLDINGS, INC.
By: /s/ J. L. WHITMIRE
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