Exhibit 10.2
Date: July 2, 2003
Douglas H. Yaeger (as Chairman of the Board, President and Chief Executive
Officer of Laclede Gas Company), and Barry C. Cooper (as Chief Financial
Officer of Laclede Gas Company), pursuant to resolutions adopted by the
Board of Directors on August 28, 1986, as amended on March 27, 2003, which
resolutions, among other things, granted to any two executive officers who
hold one of the following offices: Chairman of the Board; President;
Executive Vice President; Senior Vice President; Chief Financial Officer;
Treasurer; or Corporate Secretary of The Laclede Group, Inc. or Laclede Gas
Company the authority to amend any or all of the benefit plans and/or
related trust agreements of the Company (collectively the "Plans") to the
extent such amendments deal with changes necessary or appropriate: (1) to
comply with, or obtain the benefit of, applicable laws and/or regulations,
as amended from time to time; (2) to reflect minor or routine administrative
factors; (3) to clarify the meaning of any of the provisions of the Plans;
and/or (4) to evidence changes in then existing Plans to reflect the
interrelationship thereof with newly adopted Plans or amendments to Plans,
which newly adopted Plans or amendments affect the terms of such other then
existing Plans; do hereby amend the Employees' Retirement Plan of Laclede
Gas Company as set forth in the attached exhibit, such amendment to be
effectuated and evidenced by our signatures on said exhibit.
AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN
OF LACLEDE GAS COMPANY
1. Effective October 1, 1997, the second paragraph of Section 1.1.8 is
hereby amended in its entirety to read as follows:
"Notwithstanding the preceding paragraph of this Section 1.1.8, the
term "Employee" shall exclude "leased employees" for all purposes
except the determination of Year of Service, as defined in Section
1.1.22. For purposes of this Plan, a leased employee means any
individual other than a common law employee, who, pursuant to an
agreement between the Company or a Related Company and any other
person, has performed services for the Company or a Related Company
on a substantially full-time basis for a period of at least one (1)
year and such services are performed under the primary direction or
control of the Company or a Related Company. An individual who
becomes a leased employee (determined without regard to the one (1)
year service requirement) shall be deemed to be an employee for the
purpose of eligibility to participate and vesting at the time the
individual first begins performing services for the Company or a
Related Company. An individual covered by a money purchase pension
plan providing a non-integrated employer contribution of at least
ten percent (10%) of compensation, immediate participation and full
and immediate vesting, as defined in Code Section 414(n)(5) shall
not be treated as a leased employee, provided that leased employees
(determined without regard to this sentence) do not constitute more
than twenty percent (20%) of the recipient's non-highly compensated
workforce. In no event shall a leased employee be eligible for a
pension benefit under this Plan."
2. Effective October 1, 2000, the first paragraph of Section 1.1.10 is
hereby amended in its entirety to read as follows:
"Normal Compensation" for any Employee during any period means the
wages, salary or commissions actually received by him for working
time during such period plus any salary reduction amounts under the
Laclede Gas Company Salary Deferral Savings Plan, the Laclede Gas
Company Wage Deferral Savings Plan, as the same may be hereafter
amended, supplemented or replaced, and Code Section 125 or Code
Section 132(f)(4), but exclusive of any profit sharing
distributions or any other special payments. "Normal Compensation"
shall include:"
3. Effective October 1, 1998, Section 3.10 is hereby amended in its
entirety to read as follows:
"For any Plan Year, the total annual amount of an Employee's
pension derived from Company contributions under this Plan and
under all other defined benefit plans of the Company and/or of any
Related Company, as modified by Code Section 415(b) (50% control
test) shall not exceed the amount permitted under Code Section 415,
increased as permitted under Code Section 415(d). The provisions of
Code Section 415 are hereby incorporated by reference. The reduced
limitation for early retirement benefits shall be determined in
accordance with applicable regulations using the
actuarial assumptions prescribed by the Plan for completing optional
forms of payment except as required by Code Section 415(b)(2)(E).
Effective for limitation years ending before October 1, 2000, if an
Employee also is participating in one or more defined contribution
plans of the Company and/or of any Related Company, the annual
additions (as defined in Code Section 415(c)(2)) to such defined
contribution plans shall be limited (or reduced, if applicable) so
that a "combined benefit factor" in excess of 1.0 shall not result,
pursuant to Code Section 415(e). The repeal of Code Section 415(e)
is effective as of October 1, 2000, and shall only apply to an
employee whose accrued pension increases on or after October 1,
2000.
Effective on or after October 1, 2000, reduction of benefits or
contributions to all plans, where required to comply with Code
Section 415, shall be accomplished by reducing the Employee's
benefit under any defined benefit plans maintained by the Company
or a Related Company in which he participated, such reduction to be
made first with respect to the plan in which he most recently
accrued benefits and thereafter in such priority as shall be
determined by the Plan administrator and the administrators of such
other plans.
For purposes of determining the limitations of Code Section 415
with respect to the Employee's average compensation, effective
October 1, 1998, compensation means wages paid by the Company
within the meaning of Code Section 3401(a) (for purposes of income
tax withholding at the source) but determined without regard to any
rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed
(such as the exceptions for agricultural labor and the exceptions
for services performed outside the United States), plus the amount
of salary reduction as a result of an election pursuant to a plan
or plans governed by Code Sections 125, 401(k), or 403(b)
(inclusively) and, effective October 1, 2001, Code Section
132(f)(4)."
4. Effective October 1, 1997, the second paragraph following paragraph D.
of Section 1.1.10. is hereby amended in its entirety to read as
follows:
"For purposes of applying the annual compensation limit, the family
unit of an Employee, who is either a five percent (5%) owner or who
is both a highly compensated Employee and one of the ten most
highly compensated Employees during the year, will be treated as a
single Employee. For this purpose, a family unit is the Employee
who is a five percent (5%) owner or is both a highly compensated
Employee and one of the ten most highly compensated Employees, the
Employee's spouse and the Employee's lineal descendants who have
not attained age nineteen (19) before the close of the year. The
limit as described in the preceding two sentences shall expire on
September 30, 1997."
5. Effective October 1, 1997, Section 15.5 is hereby amended in its
entirety to read as follows:
"Notwithstanding anything to the contrary in this Plan, minimum
required distributions, as required by and in accordance with Code
Section 401(a)(9) and the regulations thereunder then in effect,
shall begin not later than April 1st of the
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calendar year following the later of (i) the calendar year in
which the employee attained age seventy and one-half (70 1/2), and
(ii) if the Participant is not a five percent (5%) owner as
defined in Code Section416(i), the Calendar Year in which the
Participant retires. Benefits that commence after the April 1st
following the Participant's attainment of age seventy and one-half
(70 1/2) will be increased actuarially as provided herein. For
distributions commencing prior to 2003, the first such
distribution shall be for the calendar year in which the employee
attained age seventy and one-half (70 1/2) (hereinafter referred
to as the "First Benefit Year"). Subsequent minimum required
distributions shall be for the calendar year then ending or for
the then current calendar year, if made prior to December 31st
(the "Subsequent Benefit Year"). Employees who are not five
percent (5%) owners and who attain age seventy and one-half (70
1/2) on and after January 1, 2000 and before January 1, 2003, may
elect to receive or defer the minimum distributions determined in
accordance with Code Section 401(a)(9) for distribution years 2000
through 2002.
With respect to distributions under the Plan made on or after
November 1, 2001, for calendar years beginning on or after January
1, 2001, the Plan will apply the minimum distribution requirements
of Code Section 401(a)(9) in accordance with the regulations under
Code Section 401(a)(9) that were proposed on January 17, 2001 (the
2001 Proposed Regulations), notwithstanding any provision of the
Plan to the contrary. If the total amount of required minimum
distributions made to a Participant for 2001 prior to November 1,
2001 are equal to or greater than the amount of required minimum
distributions determined under the 2001 Proposed Regulations, then
no additional distributions are required for such Participant for
2001 on or after such date. If the total amount of required minimum
distributions made to a Participant for 2001 prior to November 1,
2001 are less than the amount determined under the 2001 Proposed
Regulations, then the amount of required minimum distributions for
2001 Proposed Regulations, then the amount of required minimum
distributions for 2001 on or after such date will be determined so
that the total amount of required minimum distributions for 2001 is
the amount determined under the 2001 Proposed Regulations. This
amendment shall continue in effect until the end of the last
calendar year beginning before the effective date of final
regulations under Code Section 401(a)(9) or such other date as may
be specified in guidance published by the Internal Revenue Service.
Retirement benefits will be increased actuarially to take into
account any period after age seventy and a half (70 1/2) in which
the Participant does not receive any benefits under the Plan. Any
such actuarial increase shall be provided for the period beginning
on the April 1st following the calendar year in which the
Participant attains age seventy and a half (70 1/2) and ending on
the date retirement benefits commence (the "gross-up period").
The amount of actuarial increase for the gross-up period shall be
the Actuarial Equivalent of the Participant's retirement benefits
that would have been payable during the gross-up period if
distributions had commenced at the beginning of the gross-up
period, including the Actuarial Equivalent of additional benefits
accrued during the gross-up period (reduced by the Actuarial
Equivalent of distributions, if any, made during the gross-up
period).
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The amount of a minimum required distribution for the First Benefit
Year or any Subsequent Benefit Year shall be calculated by dividing
the amount determined under subsection A below, by the applicable
life expectancy:
A. The lump-sum Actuarial Equivalent of the Employee's
Accrued Benefit as of December 31st immediately prior to:
(1) the First Benefit Year for the first minimum
required distribution, or
(2) each Subsequent Benefit Year, in the case of all
subsequent distributions;
reduced, but not below zero, by the amount of all prior
payments of previous minimum required distributions, plus
interest computed as described in subclause (ii) of this
subsection A. For purposes of this subsection A:
(i) the definition of Actuarial Equivalent is
modified by using the first day of the First
Benefit Year or Subsequent Benefit Year, as
applicable, as the "determination date" for the
determination of the mortality and interest
discount factors; and
(ii) the interest referred to above shall be the
interest accrued on any previous minimum required
distribution
(a) beginning on the date following the day
such minimum required distribution was
actually paid and ending on the payment
date for the subsequent minimum required
distribution being calculated, and
(b) at the Pension Benefit Guaranty
Corporation's rate for valuing
private-sector immediate annuities as in
effect for each month during which such
interest accrues.
Payment of benefits may not extend over a period longer than the
lifetime of the Employee and his Designated Dependent (or in the
case of a term certain, over a period longer than the joint life
expectancy of the Employee and his Designated Dependent without
recalculating life expectancies).
If the Employee dies before attaining age seventy and one-half
(70 1/2) or after attaining age seventy and one-half (70 1/2) but
before the minimum required distributions have begun, distributions
must commence no later than December 31st of the year following the
calendar year of the Employee's death. However, if the Designated
Dependent is the surviving spouse of the Employee, payments of such
interest payable over a period not to exceed the life expectancy of
the Spouse need not commence before the date on which the Employee
would have attained seventy and one-half (70 1/2) years of age;
provided that if the surviving spouse dies before distribution to
such spouse begins, this sentence shall be applied as if the
surviving spouse were the Employee. If the Employee dies after the
minimum required distributions have begun, the remainder of the
Employee's
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Accrued Benefit will be distributed at least as rapidly as under
the distribution method used before the Employee's death.
Distributions in accordance with this Section 15.5 will comply with
the minimum distribution requirements, including the minimum
distribution incidental benefit requirements, of Code Section
401(a)(9) and regulations thereunder then in effect, and Code
Section 401(a)(9) is hereby incorporated by reference. If any
provision of this Plan conflicts with these distribution
requirements, then Code Section 401(a)(9) distribution requirements
will apply."
6. Effective October 1, 2000, Section 1.1.15. is hereby amended in its
entirety to read as follows:
"The "Actuarial Equivalent" of any benefit or allowance shall be
determined on the basis of the mortality table and interest
discount factor determined as follows:
A. With respect only to Contract Employees, for the
purpose of determining lump sum values prior to
October 1, 2000 with respect to Option 4 in
Section 4.1 and the Death Benefit in Section 5.4:
(1) The mortality table and interest
discount factor are to be determined
using a "determination date" which is
the first (1st) day of the month on
which benefit payments begin.
(2) Mortality Table - The Pension Benefit
Guaranty Corporation Mortality Tables
for Healthy Male and Female Participants
as in effect on the appropriate
determination date. Resultant actuarial
equivalence factors will be sex-blended
eighty-five percent (85%) male and
fifteen percent (15%) female.
(3) Interest Discount Factor - The Pension
Benefit Guaranty Corporation rate for
valuing private-sector immediate
annuities as in effect on the
determination date.
B. Beginning on October 1, 2000, Contract Employee
who elects a lump sum distribution shall
receive a lump sum distribution equal to the
larger of the amounts determined under (i) or
(ii) below:
(1) The actuarial equivalent using:
(i) The Pension Benefit Guaranty
Corporation Mortality Tables
for Healthy Male and Female
Participants as in effect on
August 1, 1994 with resultant
actuarial equivalence factors
sex-blended 85% male and 15%
female.
(ii) The Interest Discount Factor
of the Pension Benefit Guaranty
Corporation rate for valuing
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private-sector immediate
annuities as in effect on the
determination date. The Interest
Discount Factor is to be
determined using a "determination
date" which is the first (1st)
day of the month on which benefit
payments begin. In the event
that the Pension Benefit Guaranty
Corporation ceases to publish
the rate for valuing private-
sector immediate annuities, the
Interest Discount Factor is the
thirty (30) year Treasury Constant
Maturities or Treasury Securities
rate published by the Federal
Reserve or the Internal Revenue
Service for the second (2nd) month
prior to the determination date,
minus one and three-quarters
percent (1.75%).
(2) The actuarial equivalent using:
(i) The mortality table as specified
in Code Section 417(e)(3)(A)(ii)
with resultant actuarial
equivalence factors sex-blended
50% male and 50% female.
(ii) The interest discount factor of
the average yield on thirty (30)
year Treasury Constant
Maturities or Treasury
Securities rate published by the
Federal Reserve or the Internal
Revenue Service for the second
(2nd) calendar month prior to
the determination date which is
the first (1st) day of the month
on which benefit payments begin.
The interest discount factor may
change monthly.
C. With respect only to Contract Employees, for all
other purposes:
(1) The mortality table and interest
discount factor to be used commencing
July 1, 1984 and through December 31,
1984 is to be determined using a
"determination date" of April 1, 1984.
The mortality table and interest
discount factor used for any calendar
year after 1984 is to be determined
using a "determination date" as of
October 1 immediately preceding that
calendar year, except that, for the
purpose of paragraph 6.3A(4), the
"determination date" is the first day of
the month on which benefit payments
begin.
(2) Mortality Table - The Pension Benefit
Guaranty Corporation Mortality Tables
for Healthy Male and Female Participants
as in effect on the appropriate
determination date will apply to
retirement other than Disability
Retirement, Article VII. For Disability
Retirement, the Pension Benefit Guaranty
Corporation Mortality Tables for
Disabled Male and Female Participants in
effect on the appropriate determination
date will apply. Resultant
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actuarial equivalence factors will be
sex-blended 85% male and 15% female for
other than Disability Retirement, and 97%
male, 3% female for Disability Retirement.
(3) Interest Discount Factor - The Pension
Benefit Guaranty Corporation rate for
valuing private-sector immediate
annuities as in effect on the
determination date.
D. For Management Employees only:
(1) The mortality table and interest
discount factor to be used commencing
July 1, 1984 and through December 31,
1984 is to be determined using a
"determination date" of April 1, 1984.
The mortality table and interest
discount factor to be used commencing
January 1, 1985 and through March 31,
1985 is to be determined using a
"determination date" of October 1, 1984.
The mortality table and interest
discount factor to be used commencing
April 1, 1985 is to be determined using
a "determination date" which is the
first (1st) day of the month preceding
the month in which the Employee's actual
retirement date occurs. The mortality
table and interest discount factor to be
used commencing October 1, 1985 are to
be determined using a "determination
date" which is the first (1st) day of
the month on which benefit payments
begin for lump sum payments (the date of
distribution).
(2) Mortality Table - With respect to
determination dates from and after July
1, 1990, the 1983 Group Annuity
Mortality Table. Resultant actuarial
equivalence factors will be sex-blended
80% male and 20% female.
(3) Interest Discount Factor - The Pension
Benefit Guaranty Corporation rate for
valuing private-sector immediate
annuities as in effect on the
determination date.
(4) Notwithstanding the preceding, for lump
sum distributions on or after October 1,
2000, the Participant shall be entitled
to the greater of the amount determined
using the mortality and interest
discount factors specified above or the
amounts determined using the following
factors:
(i) The mortality table as specified
in Code Section
417(e)(3)(A)(ii)(I) with
resultant actuarial equivalence
factors sex-blended fifty
percent (50%) male and fifty
percent (50%) female.
(ii) The interest discount factor as
specified in Code Section
417(e)(3)(A)(ii)(II) of the
average yield on thirty (30)
year Treasury Constant
Maturities or Treasury
Securities rate published by the
Federal Reserve or
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the Internal Revenue Service in
effect on the determination date.
For actual retirement dates occurring on or after
July 1, 1990, the benefit payable with respect to
a Management Employee shall not be less than the
amount which would have been payable if his Accrued
Benefit at actual retirement date equalled his
Accrued Benefit at June 30, 1990, and if the
mortality table were determined in accordance with
the Plan provisions in effect on June 30, 1990.
7. Effective December 12, 1994, a new Section 2.9 is hereby added to
read as follows:
"SECTION 2.9 - IMPUTED MILITARY SERVICE
---------------------------------------
Notwithstanding any provision of the Plan to the contrary,
contributions, benefits and service credit with respect to
qualified military service will be provided in accordance
with Code Section 414(u)."
8. Effective October 1, 2000, Section 1.1.38. is hereby amended in its
entirety to read as follows:
""Eligible Rollover Distribution" means any distribution of all or
any portion of the balance to the credit of the Employee, surviving
spouse, or QDRO Payee. However, an Eligible Rollover Distribution
does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) made for 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, as applicable; any
minimum distribution required under Code Section 401(a)(9); any
hardship distribution described in Code Section
401(k)(2)(B)(i)(IV); and similar items designated by the
Commissioner of the Internal Revenue Service."
9. Effective October 1, 1997, Section 14.7 is hereby amended in its
entirety to read as follows:
"Notwithstanding any provisions in this Plan to the contrary, the
payment of benefits to or on behalf of a "Restricted Employee" in
any year shall not exceed an amount equal to the payments that
would be made to or on behalf of the Restricted Employee in that
year under a single life annuity that is the Actuarial Equivalent
of the accrued benefit, as defined in Treas. Reg. Section
1.401(a)(4)-5(b), and other benefits to which the Restricted
Employee is entitled under the Plan (other than a Social Security
Supplement), and a Social Security Supplement, if any, that the
Restricted Employee is entitled to receive.
A. Non-applicability in certain cases: the restrictions in
the immediately preceding paragraph do not apply if any
one of the following requirements is satisfied:
(1) After taking into account payment to or on behalf
of the Restricted Employee of all benefits
payable to or on behalf of that Restricted
Employee under the Plan, the value of Plan assets
is at least one
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hundred ten percent (110%) of the value of current
liabilities, as defined in Code Section 412(l)(7);
(2) The value of the benefits payable to or on behalf
of the Restricted Employee are less than one
percent (1%) of the value of such current
liabilities before distribution; and
(3) The value of the benefits payable to or on behalf
of the Restricted Employee do not exceed the
amount described in Code Section 411(a)(11)(A)
(restrictions on certain mandatory
distributions).
Restricted Employee, for purposes of this section, means
any HCE who is one of the twenty-five nonexcludable (for
purposes of Code Sections 410(b) and 401(a)(4))
Employees or former Employees of the Company and the
Related Companies with the largest amount of compensation
in the current or any prior year.
HCE means Highly Compensated active Employees and Highly
Compensated former Employees.
A Highly Compensated active Employee includes any Employee
who performs services for the Company or Related Company
during the determination year and who, during the
look-back year, received compensation from the Company or
Related Company in excess of eighty thousand dollars
($80,000), as adjusted by the Secretary for increases in
the cost of living in accordance with Code Section
414(q)(1), and any Employee who is a five percent (5%)
owner (as defined in Code Section 416(i)) at any time
during the look-back year or determination year. For this
purpose the determination year shall be the Plan Year and
the look-back year shall be the immediately preceding
year.
A Highly Compensated former Employee includes any Employee
who separated from service (or was deemed to have
separated) prior to the determination year, performs no
service for the Company or Related Company during the
determination year, and was a Highly Compensated active
Employee for either the separation year or any
determination year ending on or after the Employee's
fifty-fifth (55th) birthday.
The determination of who is a Highly Compensated Employee
will be made in accordance with Code Section 414(q) and
the regulations thereunder."
10. Effective October 1, 2002, Section 1.1.2.B is hereby amended in its
entirety to read as follows:
"B. "Related Company" means any corporation or other business
entity that from time to time is, along with the Company,
a member of a controlled group of businesses, as defined
in Code Sections 414(b) and 414(c), or a member of
an affiliated service group, as defined in Code Section
414(m). A business entity is a Related Company only while
a member of such group."
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11. Effective October 1, 2002, the first paragraph following paragraph
D. of Section 1.1.10. is hereby amended in its entirety to read as
follows:
"Normal Compensation excludes any overtime pay or bonuses for
Employees covered by a collective bargaining agreement and any
amounts realized by Employees on the award, vesting, or exercise of
stock options or restricted stock. Any form of compensation not
specifically mentioned herein shall be included or excluded in the
computation of Normal Compensation in accordance with the rules and
regulations adopted from time to time by the Retirement Board.
Effective October 1, 1994, Normal Compensation is limited to
$150,000 per Plan Year, which amount is subject to annual
adjustment by the U.S. Treasury Department in accordance with Code
Section 401(a)(17)."
12. Effective October 1, 2002, the first paragraph of Section 1.1.15.
is hereby amended in its entirety to read as follows:
"The "Actuarial Equivalent" of any benefit or allowance shall be
determined on the basis of the mortality table and interest
discount factor determined in the following subsections. In the
event the mortality table and/or interest discount factor change, a
Participant's accrued benefit on or after the effective date of
such change shall be the greater of the Actuarial Equivalent of the
accrued benefit determined as of the day before the effective date
of such change in such factors based on the Participant's age as of
the date of the determination, or the Actuarial Equivalent of the
total accrued benefit as of the date of determination computed
using the new factors, except as otherwise permitted by applicable
law and regulations."
DOUGLAS H. YAEGER
------------------------------
Title: Chairman, President and
Chief Executive Officer
BARRY C. COOPER
------------------------------
Title: Chief Financial Officer
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