v
VECTREN CORPORATION
COMBINED NON-BARGAINING
RETIREMENT PLAN
(AS AMENDED AND RESTATED
EFFECTIVE JULY 1, 2000)
TABLE OF CONTENTS
PAGE
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ARTICLE I TITLE 4
ARTICLE II DEFINITIONS 5
Section 2.01. Accrued Benefit 5
Section 2.02. Act 6
Section 2.03. Actuarial Equivalent 7
Section 2.04. Actuarial Value 8
Section 2.05. Actuary 8
Section 2.06. ADEA 9
Section 2.07. Anniversary Date 9
Section 2.08. Annual Additions 9
Section 2.09. Annuity Starting Date 10
Section 2.10. Applicable Interest Rate 10
Section 2.11. Attained Age 10
Section 2.12. Average Monthly Earnings 10
Section 2.13. Beneficiary 11
Section 2.14. Board of Directors 12
Section 2.15. Break in Service 12
Section 2.16. Cash Balance Account 12
Section 2.17. Cash Balance Benefit 12
Section 2.18. Central Plan 12
Section 2.19. Code 12
Section 2.20. Company 13
Section 2.21 Controlled Group Entity 13
Section 2.22. Credited Interest Rate 13
Section 2.23 Credited Service 13
Section 2.24. Death Benefit 14
Section 2.25. Defined Benefit Fraction 14
Section 2.26. Defined Contribution Fraction 14
Section 2.27 Disabled Member 15
Section 2.28 Disability Payment 15
Section 2.29 Earliest Retirement Age 15
Section 2.30 Early Retirement Date 15
Section 2.31 Effective Date 16
Section 2.32 Election Period 16
Section 2.33 Employee 16
Section 2.34. Employer 18
Section 2.35. Hour of Service 18
Section 2.36 Indiana Gas Plan 23
Section 2.37 Investment Committee 23
Section 2.38. Late Retirement Date 23
Section 2.39. Member 23
Section 2.40. Monthly Earnings 23
Section 2.41. Monthly Retirement Income 25
Section 2.42. Normal Retirement Date 25
Section 2.43. Participation Date 25
Section 2.44 Pay Credits 26
Section 2.45. PBGC 26
Section 2.46 Plan Administrator 26
Section 2.47 Plan Year 26
Section 2.48 Plan Year Compensation 27
Section 2.49. Points 27
Section 2.50. Prior Retirement Benefit 27
Section 2.51. Qualifies Election 27
Section 2.52. Qualified Joint and Survivor Annuity 28
Qualified Preretirement Survivor
Section 2.53. Annuity 29
Section 2.54. Retired Member 29
Section 2.55. Section 415 Compensation 29
Section 2.56. SIGECo Pension Plan 31
Section 2.57. Spouse (Surviving Spouse) 31
Section 2.58. Terre Haute Non-Bargaining Plan 31
Section 2.59. Total and Permanent Disability 32
Section 2.60. Totally and Permanently Disabled 33
Section 2.61. Transitional IEI Member 33
Section 2.62. Transitional SIGECo Member 33
Section 2.63. Trust Agreement 33
Section 2.64. Trust Fund 34
Section 2.65. Trustee 34
Section 2.66. Years of Service 34
ARTICLE III MEMBERSHIP 36
Initial Membership and Upon
Section 3.01. Reemployment 36
Section 3.02. Change in Status 37
Section 3.03. Plan Binding 38
Section 3.04. Rehire after Military Service 38
ARTICLE IV MONTHLY RETIREMENT INCOME 39
Section 4.01. General Restrictions and Liability 39
Section 4.02. Form of Payment 39
Section 4.03. Normal Retirement Benefit 42
Section 4.04. Cash Balance Benefit 44
Section 4.05. Protection of Accrued Benefits 47
Section 4.06. Late Retirement Benefit 47
Section 4.07. Early Retirement Benefit 48
Section 4.08. Disability Retirement Benefit 50
Section 4.09. Nonforfeitability 53
Section 4.10. REA Transitional Rules 54
Section 4.11. Retired and Former Member's Benefit 56
Increases
Section 4.12. Special Rule for Certain Members
Subject to Compensation Limits 57
Section 4.13. Additional Allocations to Cash Balance 59
Account
Section 4.14. Vectren Energy Delivery of Ohio, Inc.
Members 59
ARTICLE V OTHER BENEFITS 61
Section 5.01. Termination of Employment 61
Section 5.02. Death Benefits prior to Benefit 62
Commencement
Section 5.03. Post Retirement Death Benefits 66
Section 5.04. Small Benefits 66
Section 5.05. Commencement of Benefits 67
Section 5.06. Cessation of Benefit Payments to
Reemployed Members 68
Section 5.07. Benefit Decreases Not Permitted 70
Section 5.08. Data 70
Section 5.09. No Duplication of Benefits 71
Section 5.10. Direct Transfers 71
Section 5.11. Eligibility for Special Retirement
Benefit 72
Section 5.12. Amount of Special Retirement Benefit 74
ARTICLE VI ADMINISTRATION 76
Section 6.01. Administration and Claims Appeal 76
Section 6.02 Trustee Direction 77
Section 6.03. Nondiscriminatory Actions 78
Section 6.04. Fiduciary Responsibilities 78
Section 6.05. Agents 78
ARTICLE VII FINANCING 79
Section 7.01. Intent to Contribute 79
Section 7.02. Expenses 79
Section 7.03. Funding Standard Account 79
ARTICLE VIII THE TRUST FUND AND TRUSTEE 80
Section 8.01. Exclusive Benefit 80
Section 8.02. Trust Fund Purpose 80
Section 8.03. Investment Manager 81
Section 8.04. Expenses 81
Section 8.05. Investment Committee Directions 82
Section 8.06. Establishment of Section 401 (h)
Account 82
ARTICLE IX RESERVATION OF RIGHTS BY EMPLOYERS AND
LIMITATIONS ON RIGHTS OF MEMBERS 84
Section 9.01. Plan Voluntary 84
Section 9.02. Right to Modify Plan 84
Section 9.03. Employment Rights Not Affected 84
Section 9.04. Payment from Other Plans 85
Section 9.05 Spendthrift Provision 85
Section 9.06 Intent and Reversions 86
ARTICLE X AMENDMENTS 88
ARTICLE XI PERMANENT OR TEMPORARY DISCONTINUANCE
OF PLAN 90
Section 11.01. Termination by Board of Directors 90
Section 11.02. Valuation and Apportionment 90
Section 11.03. Allocation of Trust Fund 90
Section 11.04. Outstanding Expenses 91
Section 11.05. Distribution 91
Section 11.06. Temporary Restriction on Benefits 92
Section 11.07. Statutory Vesting 93
ARTICLE XII ACTUARY 94
Section 12.01. Calculations and Assumptions 94
Section 12.02. Valuation 94
Section 12.03. Data Reliance 95
ARTICLE XIII MISCELLANEOUS 96
Section 13.01. Unstated Rules 96
Section 13.02. Headings 96
Section 13.03. Construction 96
Section 13.04. Payment to Providers 96
Section 13.05. Documents 97
Section 13.06. Severability 97
Section 13.07. Named Fiduciaries 97
Section 13.08. Allocation of Fiduciary Duties 98
Section 13.09. Errors 99
Section 13.10. Merger of Employer 99
Section 13.11. Maximum Annual Benefit 99
Section 13.12. Defined Contribution Plans 100
Section 13.13. Adjustments 100
Section 13.14. Plan Merger 100
Section 13.15. Nondiversion of Plan Assets 100
Section 13.16. Plan Priority of Excess Benefits 101
Section 13.17. Extra-Ordinary Expenses 101
ARTICLE XIV TEFRA TOP-HEAVY RULES 103
Section 14.01. Application 103
Section 14.02. Determination 103
Section 14.03. Accrued Benefits 105
Section 14.04. Vesting Provisions 107
Section 14.05. Minimum Benefit 108
Section 14.06. Code Section 415 Limitations 108
ARTICLE XV INVESTMENT COMMITTEE 110
ARTICLE XVI ADOPTION AND WITHDRAWAL BY
SUBSIDIARIES AND AFFILIATES
112
Section 16.01. Adoption by Affiliates 112
Section 16.02. Withdrawal by Participating Employer 112
VECTREN CORPORATION
COMBINED NON-BARGAINING
RETIREMENT PLAN
(AS AMENDED AND RESTATED EFFECTIVE JULY 1, 2000)
Effective March 1, 1941 Indiana Gas Company, Inc. established
a retirement plan (the "Original Plan") for the benefit of its
eligible employees.
Effective January 1, 1970 Indiana Gas Company, Inc. amended
and restated the Original Plan into two (2) separate plans known
as the "Retirement Plan for Non-Bargaining Unit Employees of
Indiana Gas Company, Inc." under Group Annuity Contract No.
176GAC with John Hancock Mutual Life Insurance Company (the
"Prior Plan") and the "Retirement Plan for Bargaining Unit
Employees of Indiana Gas Company, Inc." under Group Annuity
Contract No. l387GAC with John Hancock Mutual Life Insurance
Company (the "Bargaining Unit Plan").
Effective September 30, 1976 Indiana Gas Company, Inc.
adopted the "Central Indiana Gas Company Pension Plan of 1970"
(the "Central Plan") to continue coverage for certain former
employees of Central Indiana Gas Company, a wholly owned
subsidiary of the Company which was dissolved on September 30,
1976. In addition, effective January l, 1976 the Prior Plan was
amended and restated in its entirety (the "Indiana Gas Plan").
Effective January 1, 1982 Indiana Gas Company, Inc. merged
the Indiana Gas Plan and the Central Plan into a single plan to
be known as "The Indiana Gas Company, Inc. Combined Non-
Bargaining Retirement Plan" (the "Plan"), the terms of which are
as herein contained.
Effective as of October 1, 1997, Indiana Gas Company, Inc.
transferred sponsorship of the Plan to Indiana Energy, Inc.
Effective as of July00000 1, 2000, the Plan's name is changed
to the Vectren Corporation Combined Non-Bargaining Retirement
Plan as a result of the consummation of the Agreement and Plan of
Merger, dated as of June 11, 1999 and among Indiana Energy, Inc.,
SIGCORP and Vectren Corporation (the "Vectren Merger").
Effective July 1, 2000, the Pension Plan for Salaried Employees
of Southern Indiana Gas and Electric Company (the "SIGECo Pension
Plan") is merged into, and has become a part of, this Plan. This
Plan shall be deemed to be a continuation of the SIGECo Pension
Plan. Also, effective July 1, 2000, the Plan is amended and
completely restated to reflect the merger of the SIGECo Pension
Plan.
It is intended that this amended and restated Plan shall
continue to meet all the pertinent requirements of the Internal
Revenue Code of 1986, as amended, including all regulations
promulgated thereunder (the "Code") and of the Employee
Retirement Income Security Act of 1974, as amended, including all
regulations promulgated thereunder (the "Act") and that this Plan
shall be interpreted to comply with applicable requirements of
the Code and of the Act.
Pursuant to Article X of the Plan, as last amended and
restated effective January 1, 1999, Vectren Corporation,
effective July 1, 2000, amends and restates the Plan, in its
entirety, as follows:
ARTICLE I
TITLE
This Plan shall be known as the "Vectren Corporation Combined
Non-Bargaining Retirement Plan" (the "Plan").
ARTICLE II
DEFINITIONS
As used herein and in the Trust Agreement, the following
words and phrases shall have the meanings specified below, unless
a different meaning is plainly required by the context:
Section 2.01. The term "Accrued Benefit shall mean for the
period before January 1, 1999, as of any applicable date, and
shall be equal to the product of subsection (a) and subsection
(b) below:
(a) the Member's projected Monthly Retirement Income at his
Normal Retirement Date calculated on the basis of the
following assumptions:
(i) that the Member's Average Monthly Earnings at the
date of calculation would have been his Average
Monthly Earnings at his Normal Retirement Date;
and
(ii) that his Credited Service would have continued
uninterrupted until his Normal Retirement Date;
(b) a fraction, the numerator of which shall be the
Member's Credited Service as of the date of calculation
and the denominator of which shall be the Credited
Service that the Member would have accumulated had he
continued his employment with the Employers until his
Normal Retirement Date without interruption of his
Credited Service.
The term "Accrued Benefit" shall mean for the period
beginning on and after January 1, 1999, as of any applicable
date, the Monthly Retirement Income determined in accordance with
the provisions of Article IV that the Member would be entitled to
receive commencing on his Normal Retirement Date based on his
Average Monthly Earnings and years of Credited Service through
the applicable date.
Notwithstanding anything contained herein to the contrary, a
Member's Accrued Benefit shall under no circumstances be less
than his Accrued Benefit determined at December 31, 1998 under
the provisions of the Plan then in effect; provided, however,
that the Accrued Benefit of a Transitional IEI Member with at
least sixty (60) Points at December 31, 1998 shall, as of any
applicable date on or after January 1, 1999, be equal to the sum
of:
(c) an amount equal to what his Accrued Benefit would have
been had the provisions of this Plan in effect on
December 31, 1998 continued in effect, plus
(d) the Member's Cash Balance Benefit (as determined under
Article IV).
Notwithstanding anything contained herein to the contrary, the
Accrued Benefit of a Member who was a participant in the SIGECo
Pension Plan on June 30, 2000 but who is not a Transitional
SIGECo Member should under no circumstances be less than his
Accrued Benefit determined at June 30, 2000 under the provisions
of the SIGECo Pension Plan then in effect.
Section 2.02. The term "Act " shall mean the Employee
Retirement Income Security Act of 1974 as now in effect or
hereafter amended and shall also include all regulations
promulgated thereunder.
Section 2.03. The term "Actuarial Equivalent " shall mean
a benefit of equivalent value computed on the basis of the
following actuarial assumptions:
(a) For the period ending on July 31, 1983, the actuarial
assumptions used by this Plan were as follows:
Interest - seven and one-half percent (7.5%) per
annum, compounded annually;
Mortality - 1971 Group Annuity Table for Male and
Female lives, without projection.
(b) For the period beginning on August 1, 1983, the
actuarial assumptions used by this Plan for purposes
of converting life annuities to optional forms of
payment (other than single lump sums) and for purposes
of converting optional forms of payments (other than
single lump sums) to a life annuity shall be as
follows:
Interest - seven and one-half percent (7.5%) per
annum, compounded annually;
Mortality 1971 Group Annuity Table, using a
sixty percent (60%) male and forty
percent (40%) female assumption;
provided, however, that, in accordance with the above
stated actuarial assumptions, the factors used for
computing a Member's benefits in the form of a joint
and survivor annuity shall be as follows:
Type of Joint Base Factor Adjustment Per Year of Age
and Survivor Difference between the
Benefit Member and His Beneficiary
---------------- ------------- --------------------------
-- - --
100% .844
66 2/3% .890 .005
50% .915 .004
Adjustments for the age difference between the Member and his
Beneficiary shall be subtracted from the base factor if the
Beneficiary is younger than the Member and shall be added to the
base factor if the Beneficiary is older than the Member. Age
differences shall be rounded up or down to the closest
whole year.
Notwithstanding the above, the interest rate used for
determining the Actuarial Equivalent of a lump sum payment or, if
applicable, converting a life annuity to a lump sum under
Section 5.06 shall be the Applicable Interest Rate in effect for
the November of the Plan Year immediately preceding the Plan Year
during which the determination is made and by using the
applicable mortality table (the "Applicable Mortality Table")
under Section 417(c)(3) of the Code and Treasury Regulation
Section 1.417(e)-1T(d)(2); provided, however, that for purposes
of converting the Prior Retirement Benefit to an Actuarial
Equivalent single sum value in accordance with Section 4.04, an
interest rate assumption of six percent (6%) shall be used.
Section 2.04. The term "Actuarial Value " shall mean the
single sum value of any income benefit computed on the basis of
the actuarial assumptions set forth in Section 2.03.
Section 2.05. The term "Actuary " shall mean a Fellow of the
Society of Actuaries who has been enrolled by the Joint Board for
the Enrollment of Actuaries under Section 3042 of the Act or a
firm of actuaries at least one (l) of whose members is a Fellow
of the Society of Actuaries who has been so enrolled. The Actuary
shall be designated by the Company.
Section 2.06. The term "ADEA " shall mean the Age
Discrimination in Employment Act of 1967 as now in effect or
hereafter amended and shall also include all regulations
promulgated thereunder.
Section 2.07. The term "Anniversary Date " shall mean
January l.
Section 2.08. The term "Annual Additions " shall mean, with
respect to any Member for any Plan Year and with respect to all
tax qualified defined contribution plans maintained by the
Controlled Group Entities, the sum of:
(a) Employer contributions and forfeitures credited to that
Member's accounts for that Plan Year under all such
plans;
(b) all of that Member's nondeductible contributions, and
(c) amounts allocated after March 31, 1984 to an individual
medical account as then defined in Section 415(l)(2) of
the Code in that Member's name which is part of a tax
qualified pension or annuity plan maintained by the
Controlled Group Entities and amounts derived from
Employer contributions paid or accrued after December
31, 1985 on that Member's behalf in taxable years ending
after such date which are attributable to post-
retirement medical benefits allocated to the separate
account of a key employee (as such term is defined in
Section 14.02) under a welfare benefit plan as then
defined in Section 419(e) of the Code maintained by the
Controlled Group Entities.
Section 2.09. The term "Annuity Starting Date " shall mean
the first (1st) day of the first (1st) period for which an amount
is paid under this Plan as an annuity or in any other form. If
benefit payments in any form are suspended pursuant to
Section 5.06 for a reemployed Member, the recommencement of
benefit payments shall be treated as a new annuity starting date.
Section 2.10. The term "Applicable Interest Rate " shall
mean the annual interest rate on 30-year Treasury securities.
Section 2.11. The term "Attained Age " shall mean, unless
clearly indicated to the contrary, the age of an Employee or
Member as of his last birthday.
Section 2.12. The term "Average Monthly Earnings " shall
mean, for each Member, the highest average of that Member's
Monthly Earnings for any consecutive sixty (60) calendar months
of employment with the Employer. If a Member has fewer than
sixty (60) consecutive calendar months of employment with the
Employer, the term "Average Monthly Earnings" shall mean the
average of his Monthly Earnings for all of his months of
employment.
If it would result in greater Monthly Retirement Income and
notwithstanding anything contained in this Section to the
contrary, a Member:
(a) who is not a highly compensated participant within
the meaning of Section 414(q) of the Code, and
(b) whose employment is terminated in 1994 on or after
completion of at least five hundred (500) Hours of
Service, on or after April 1, 1994, or on or after
his Normal Retirement Date,
shall for purposes of determining his Average Monthly Earnings be
deemed to have been paid his base monthly salary for the
remainder of 1994 following his termination of employment at the
same salary rate as was in effect at the date of his employment
termination.
Section 2.13. The term "Beneficiary " shall mean any person
or persons (or a trust) designated by a Member in such form and
manner as the Plan Administrator may prescribe to receive a Death
Benefit, other than a Death Benefit payable directly to his
Surviving Spouse, payable hereunder if such person or persons
survive that Member. With respect to a Transitional IEI Member
who has at least sixty (60) Points at December 31, 1998 and who
dies before the commencement of his benefits, the Transitional
IEI Member's Beneficiary designation shall only be applicable to
his Cash Balance Benefit. This designation may be revoked at any
time in similar manner and form; provided, however, that no such
designation or revocation shall be effective unless it is
delivered to the Plan Administrator prior to the date of the
Member's death. The Beneficiary of a married Member shall be his
Spouse unless his Spouse consents in a writing witnessed by the
Plan Administrator or by a Notary Public to the naming of another
Beneficiary, and any designation or revocation of any earlier
Beneficiary designation of a married Member which would result in
a non-Spouse Beneficiary shall contain the written consent of his
Spouse witnessed by the Plan Administrator or by a Notary Public.
Section 2.14. The term "Board of Directors " shall mean the
Board of Directors of the Company.
Section 2.15. The term "Break in Service " shall mean a
computation period determined in accordance with Section 2.64
during which a Member is credited with fewer than five hundred
and one (501) Hours of Service.
Section 2.16. The term "Cash Balance Account " shall mean
the book account maintained for each Member to which Pay Credits
and interest are credited in accordance with Section 4.04. Each
Member's Cash Balance Account shall be maintained for benefit
calculation purposes only, and no Member shall have any interest
in any actual Cash Balance Account or in any assets of the Plan.
Section 2.17. The term "Cash Balance Benefit " shall mean
the accrued benefit payable at a Member's Annuity Starting Date
as calculated in accordance with Section 4.04 of this Plan.
Section 2.18. The term "Central Plan " shall mean the
Central Indiana Gas Company Pension Plan of 1970 as last amended
and restated on November 19, 1980 and in effect on December 31,
1981.
Section 2.19. The term "Code" shall mean the Internal
Revenue Code of 1986 as now in effect or hereafter amended and
shall also include all regulations promulgated thereunder.
Section 2.20. The term "Company " shall mean Vectren
Corporation, an Indiana corporation, and any successor thereto.
Section 2.21. The term "Controlled Group Entity " shall mean
any entity which, together with an Employer, constitutes a member
of a controlled group of corporations, a member of a controlled
group of trades of businesses or a member of an affiliated
service group within the meaning of Section 414(b), Section
414(c) or Section 414(m) of the Code or which is required to be
aggregated with an Employer under Section 414(o) of the Code.
Section 2.22. The term "Credited Interest Rate " shall mean
the rate of interest credited to a Member's Cash Balance Account
for a Plan Year in accordance with Section 4.04. The Credited
Interest Rate for any Plan Year shall equal the average of the
annual yields for ten (10) year U.S. Treasury Security Constant
Maturities (as published in the Federal Reserve Bulletin) for the
month of October immediately preceding the Plan Year during which
the interest is to be credited; provided, however, that effective
July 1, 2000 or, for Members who were employed by Indiana Energy,
Inc. or one (1) of its subsidiaries before April 1, 2000, the
Credited Interest Rate shall be increased by one percent (1%) but
only for the period of time during which the Member is employed
by an Employer.
Section 2.23. The term "Credited Service " shall mean the
number of years for which a Member is given credit in calculating
the amount of his Monthly Retirement Income or Death Benefit.
Credited Service shall be equal to Years of Service; provided,
however, that a Member who was a participant in the Central Plan
as of June 30, 1981 shall receive credit for one-half (1/2) of a
year of Credited Service for the period between July 1, 1981 and
December 31, 1981 if during such period that Member was an
Employee and became a Member of this Plan on January 1, 1982.
Section 2.24. The term "Death Benefit " shall mean any
benefit paid to a Beneficiary or Spouse at the death of a Member,
Disabled Member or Retired Member as provided under the terms of
this Plan.
Section 2.25. The term "Defined Benefit Fraction " shall
mean for any Plan Year a fraction:
(a) the numerator of which is the projected annual benefit
of a Member under this Plan and under all other tax
qualified defined benefit plans of the Controlled
Group Entities (determined as of the last calendar day
of that Plan Year), and
(b) the denominator of which is the lesser of:
(i) the product of one and twenty-five one hundredths
(1 25/100ths) multiplied by ninety thousand
dollars ($90,000), as automatically adjusted
beginning with the Plan Year commencing January
1, 1988 pursuant to Section 415(b)(1)(A) and
Section 415(d)(1) of the Code without the
necessity of any amendment to this Plan, or
(ii) the product of one and four tenths (1 4/10ths)
multiplied by one hundred percent (100%) of that
Member's average Section 415 Compensation for his
three (3) consecutive highest paid Plan Years
with the Employers.
Section 2.26. The term "Defined Contribution Fraction "
shall mean for any Plan Year a fraction:
(a) the numerator of which is the sum of the Annual
Additions to a Member's accounts under all tax
qualified defined contribution plans of the Controlled
Group Entities (determined as of the last calendar day
of that Plan Year), and
(b) the denominator of which is the sum of the lesser of
the following amounts determined for that Plan Year
and for each prior Plan Year with the Employers:
(i) the product of one and twenty-five one hundredths
(1 25/100ths) multiplied by thirty thousand
dollars ($30,000) or, if greater, one-fourth
(1/4) of the dollar limitation in effect under
Section 415(b)(1)(A) of the Code, or
(ii) the product of one and four tenths (1 4/10ths)
multiplied by twenty-five percent (25%) of that
Member's Section 415 Compensation for that Plan
Year.
Section 2.27. The term "Disabled Member " shall mean any
Member who is Totally and Permanently Disabled.
Section 2.28. The term "Disability Payment " shall mean the
Monthly Retirement Income due a Disabled Member.
Section 2.29. The term "Earliest Retirement Age " shall mean
the earliest date on which under Section 4.05 or Section 5.01 a
Member could elect to commence payment of his vested benefits.
Section 2.30. The term "Early Retirement Date " shall mean,
in the case of each Member who has been credited with at least
ten (10) Years of Service and whose Attained Age is at least
fifty (50), the first (1st) calendar day of the month immediately
following or coincidental with the later of:
(a) the date on which that Member leaves the employ of
the Controlled Group Entities in accordance with
Section 4.05, or
(b) the date on which that Member directs in writing to
the Plan Administrator.
Notwithstanding the preceding to the contrary, if a Member's
date of participation in the Indiana Gas Plan was before January
1, 1976, the ten (10) year Service requirement set forth in this
Section 2.30 shall not apply; provided, however, that such Member
had at least five (5) years of participation in the Indiana Gas
Plan.
Section 2.31. The term "Effective Date " shall mean
January 1, 1982.
Section 2.32. The term "Election Period " shall mean the
period which begins on the first (1st) calendar day of the Plan
Year in which a Member reaches Attained Age thirty-five (35) and
ends on the date of his death. If any Member terminates his
employment with the Employers before the first (1st) calendar day
of the Plan Year in which he reaches Attained Age thirty-five
(35), with respect to benefits accrued prior to his termination
of employment, the election period shall begin on the date of his
termination of employment.
Section 2.33. The term "Employee" shall mean each current or
future employee of the Employers who has either:
(a) received credit for at least one thousand (1,000)
Hours of Service in his first (1st) consecutive
twelve (12) months on employment with the Controlled
Group Entities (beginning with the date he initially
completes one (1) Hour of Service), or
(b) received credit for at least one thousand (1,000)
Hours of Service in the Plan Year immediately
preceding the Effective Date or preceding the
appropriate Participation Date, but shall exclude any
employee who is part of a collective bargaining unit
unless and until the applicable Employer and the
collective bargaining representative for that unit
agree in writing for his coverage hereunder and, for
the period before July 1, 1991, shall exclude any
employee whose principal place of employment is in
Richmond, Indiana, Terre Haute, Indiana, Clinton,
Indiana or Brazil, Indiana. The term "Employee"
shall also include any individual deemed to be a
leased employee (as defined below) of the Controlled
Group Entities but only to the extent required by the
Code. For purposes of this Plan, the term "leased
employee" means any person (other than an employee of
the recipient) who pursuant to an agreement between
the recipient and any other person ("leasing
organization") has performed services for the
recipient (or for the recipient and related persons
determined in accordance with Section 414(n)(6) of
the Code) on a substantially full-time basis for a
period of at least one year, and such services are
performed under the primary control or direction of
the recipient employer; provided, however, that a
leased employee shall not be considered an employee
of the recipient if (a) such employee is covered by a
money purchase pension plan providing a nonintegrated
employer contribution rate of at least ten percent
(10%) of Compensation, immediate participation and
full and immediate vesting and (b) leased employees
do not constitute more than twenty percent (20%) of
the recipient's non-highly compensated workforce.
Contributions or benefits provided a leased employee
by the leasing organization which are attributable to
services performed for the recipient employer shall
be treated as provided by the recipient employer. A
leased employee within the meaning of Section
414(n)(2) of the Code shall not be eligible to become
a Participant in the Plan while a leased employee.
An individual whose compensation from the Controlled
Group Entities is reported to the Internal Revenue
Service on Form 1099 shall not be eligible to
participate in this Plan as long as that individual's
relationship has consistently been treated by the
Controlled Group Entities as an independent
contractor relationship, without regard to whether or
not the Internal Revenue Service or a court of
competent jurisdiction subsequently determines that
individual is an employee for tax or other purposes.
Section 2.34. The term "Employer " shall mean the Company,
any entity which becomes a participating Employer pursuant to
Section 16.01, and any successor or predecessor of a
participating Employer. Solely for the purpose of:
(a) computing an Employee's Years of Service and Hours of
Service to determine his eligibility to participate in
and the vesting of his benefits under this Plan,
(b) applying the limitations contained in Section 13.11,
and
(c) determining the applicability of Article XIV,
the term "Employer" shall also include any entity which, together
with an Employer, constitutes a member of a controlled group of
corporations, a member of a controlled group of trades or
businesses or a member of an affiliated service group within the
meaning of Section 414(b), Section 414(c) or Section 414(m) of
the Code or which is required to be aggregated with an Employer
under Section 414(o) of the Code.
Section 2.35. The term "Hour of Service " shall mean each
hour for which an employee is paid or entitled to payment by the
Employers during the Plan Year or other applicable computation
period:
(a) for the performance of duties for the Employers;
(b) on account of a period of time during which no
duties are performed, irrespective of whether the
employment relationship has terminated (including up
to twenty-six (26) weeks of absence for temporary
disability whether or not the employee receives
compensation but specifically excluding any period
for which Disability Payments are made under this
Plan); and
(c) as a result of a back pay award which has been
agreed to or made by an Employer, irrespective of
mitigation of damages, to the extent that such hour
has not been previously credited under subsection
(a) or under subsection (b) above.
The number of Hours of Service to be credited on account of a
period of time during which no duties are performed (including
hours resulting from a back pay award) shall be determined as
follows:
(d) If the payment which is made or due is calculated on
the basis of units of time, the number of Hours of
Service to be credited shall be the number of
regularly scheduled working hours included in the
units of time on the basis of a regular work
schedule; if an employee does not have a regular
work schedule, the number of Hours of Service to be
credited shall be calculated on the basis of an
eight (8) hour work day.
(e) If the payment which is made or due is not
calculated on the basis of units of time, the number
of Hours of Service to be credited shall be
calculated by dividing the amount of the payment by
the Employee's most recent hourly rate of
compensation before the period during which no
duties were performed, determined as follows:
(i) If the Employee's compensation is determined
on the basis of an hourly rate, such hourly
rate shall be the employee's most recent
hourly rate of compensation.
(ii) If the Employee's compensation is determined
on the basis of a fixed rate for a specified
period of time other than hours, his hourly
rate of compensation shall be his most recent
rate of compensation for the specified period
of time, divided by the number of hours
regularly scheduled for the performance of
duties during such period of time; if an
employee does not have a regular work
schedule, his hourly rate of compensation
shall be calculated on the basis of an eight
(8) hour work day.
(iii) If the Employee's compensation is not
determined on the basis of a fixed rate for a
specified period of time, his hourly rate of
compensation shall be the lowest hourly rate
of compensation paid to employees in his job
classification or, if no employees in his job
classification have an hourly rate of
compensation, the minimum wage in effect
under Section 6(a)(l) of the Fair Labor
Standards Act of 1938, as amended.
In no event shall the application of the terms of subsection (d)
or subsection (e) above result in crediting an employee with a
number of Hours of Service during any computation period which is
greater than the number of hours regularly scheduled for the
performance of duties. If an employee has no regular work
schedule, the number of Hours of Service to be credited to him
shall not exceed the number which would be credited calculated on
the basis of an eight (8) hour work day.
No Employee shall be credited with more than five hundred and
one (501) Hours of Service as a result of the application of
subsection (d) or subsection (e) above for any single continuous
period during which he performs no duties, regardless of whether
such period extends beyond one (l) Plan Year or other applicable
computation period; provided, however, that the Hours of Service
credited pursuant to Section 4.08 shall not be so restricted. In
no event shall any Employee be credited for any hour for which he
receives no compensation from the Employers, except as otherwise
provided in subsection (b) above.
The Plan Year or other applicable computation period to which
Hours of Service shall be credited shall be determined as
follows:
(f) Except as hereinafter provided, Hours of Service
credited in accordance with subsection (a) above
shall be credited in the Plan Year or other
applicable computation period in which the duties
were performed.
(g) Except as hereinafter provided, Hours of Service
credited in accordance with subsection (b) above
shall be credited as follows: if calculated on the
basis of units of time, to the Plan Year or Plan
Years or other applicable computation periods in
which the period during which no duties are
performed occurs, beginning with the first (1st)
unit of time to which the payment relates;
otherwise, to the Plan Year or other applicable
computation period in which the period during which
no duties are performed occurs; provided, however,
that if the period during which no duties are
performed extends beyond one (l) Plan Year or other
applicable computation period, such Hours of
Service shall be allocated between not more than
the first (1st) two (2) Plan Years or other
applicable computation periods on any reasonable
basis consistently applied.
(h) Except as hereinafter provided, Hours of Service
credited in accordance with subsection (c) above
shall be credited to the Plan Year or other
applicable computation period to which the award or
agreement for back pay pertains rather than to the
Plan Year or other applicable computation period in
which the award, agreement or payment is made.
(i) Hours of Service to be credited to an Employee in
connection with a period of no more than thirty-one
(31) calendar days which extends beyond one (l)
Plan Year or other applicable computation period
may be credited to the first (1st) or to the second
(2nd) Plan Year or to any other applicable
computation period; provided, however, that such
crediting is done on a reasonable and
nondiscriminatory basis.
Nothing in this Section 2.35 shall be construed to alter,
amend, modify, invalidate, impair or supersede any law of the
United States or any rule or regulation issued under any such
law. The nature and extent of any credit for Hours of Service
under this Section 2.35 shall be determined under the Act.
Solely for purposes of determining whether a Break in Service
for participation and vesting purposes has occurred in any
computation period, an employee who is absent from work for
maternity or paternity reasons on or after January 1, 1985 shall
receive credit for the Hours of Service which would otherwise
have been credited to that employee but for such absence or, in
any case in which such Hours of Service cannot be determined,
eight (8) Hours of Service per each regularly scheduled workday
of such absence. For purposes of this paragraph, an absence from
work for maternity or paternity reasons means an absence on or
after January 1, 1985 by reason of the pregnancy of the employee,
by reason of the birth of a child of the employee, by reason of
the placement of a child with the employee in connection with the
adoption of that child by the employee, or for purposes of caring
for that child for a period beginning immediately following such
birth or placement. The Hours of Service credited under this
paragraph shall be credited in the computation period in which
the absence begins if the crediting is necessary to prevent a
Break in Service in that computation period or, in all other
cases, in the following computation period. To the extent
required under the Family and Medical Leave Act of 1993 ("FMLA")
and solely for purposes of determining whether a Break in Service
for participation and vesting purposes has occurred in any
computation period, an individual who is absent from work on
unpaid leave under the FMLA on or after August 5, 1993 shall
receive credit for the Hours of Service which would otherwise
have been credited to such individual but for such absence or, in
any case in which such Hours of Service cannot be determined,
eight (8) Hours of Service per each regularly scheduled work day
of such absence. For purposes of determining a participant's
service and credited service during an FMLA leave, a participant
shall receive credit for the Hours of Service which would
otherwise have been credited to such individual but for such
absence or, in the case in which such hours of work cannot be
determined, eight (8) Hours of Service per each regularly
scheduled work day of such absence in determining his eligibility
for benefits, the vesting of his benefits and the amount of his
benefits under this Plan; provided, however, that if the FMLA
leave is unpaid, such credit shall only be granted to the extent
the employee completes an Hour of Service for a participating and
affiliated employer after the leave.
Section 2.36. The term "Indiana Gas Plan " shall mean the
Retirement Plan for Non-Bargaining Unit Employees of Indiana Gas
Company, Inc. as in effect on December 31, 1981.
Section 2.37. The term "Investment Committee " shall mean
the Investment Committee as provided in Article XV.
Section 2.38. The term "Late Retirement Date " shall mean
the first (1st) calendar day of any month subsequent to a
Member's Normal Retirement Date coincidental with or immediately
following the day on which that Member terminates his employment
with the Controlled Group Entities for any reason other than his
death.
Section 2.39. The term "Member " shall mean any Employee who
has become a Member as provided in Article III.
Section 2.40. The term "Monthly Earnings " shall mean a
Member's cash compensation from the Employers (exclusive of
relocation allowances and other reimbursement allowances) during
the calendar year preceding the Anniversary Date, divided by
twelve (12); provided, however, that with respect to any Employee
who was a Member before July 1, 2000 and who was employed by
Indiana Energy, Inc. or one of its subsidiaries before April 1,
2000, Monthly Earnings shall be exclusive of all forms of
extraordinary earnings such as overtime, bonuses, incentive pay,
education advancements, relocation expenses, severance expenses
and unpaid time off for the period from July 1, 2000 through
December 31, 2000. The term "Monthly Earnings" shall also
include Controlled Group Entities' contributions made pursuant to
a salary reduction agreement which are not included in the gross
income of the Employee under Section 125, Section 402(a)(8),
Section 402(h) or Section 403(b) of the Code and any voluntary
salary reduction made by a Member under any non-qualified
deferred compensation plan maintained by the Controlled Group
Entities. Monthly Earnings shall be determined on each
Anniversary Date and shall remain in effect until the next
Anniversary Date. For Plan Years beginning after December 31,
1988 and before January 1, 1994, Monthly Earnings shall in all
cases be limited to two hundred thousand dollars ($200,000) in
any Plan Year and shall be determined in accordance with Section
414(s) of the Code; provided, however, that this dollar
limitation shall be automatically adjusted in accordance with
Section 401(a)(17) of the Code without the necessity of any
amendment to this Plan. In addition to other applicable
limitations set forth in this Plan and notwithstanding any other
provision of this Plan to the contrary, for Plan Years beginning
on or after January 1, 1994, the Monthly Earnings of each
Employee taken into account under this Plan in any Plan Year
shall not exceed the OBRA '93 Annual Compensation Limit. The
OBRA '93 Annual Compensation Limit is one hundred and fifty
thousand dollars ($150,000), as adjusted by the Commissioner for
increases in the cost of living in accordance with Section
401(a)(17)(B) of the Code. The cost-of-living adjustment in
effect for a Plan Year applies to any period, not exceeding
twelve (12) months, over which compensation is determined
(determination period) beginning in such calendar year. If a
determination period consists of fewer than twelve (12) months,
the OBRA '93 Annual Compensation Limit will be multiplied by a
fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is twelve
(12). For Plan Years beginning on or after February 1, 1994, any
reference in this Plan to the limitation under Section 401(a)(17)
of the Code shall mean the OBRA '93 Annual Compensation Limit set
forth in this provision. If compensation for any prior
determination period is taken into account in determining an
Employee's benefits accruing in the current Plan Year, the
compensation for that prior determination period is subject to
the OBRA '93 annual compensation limit in effect for that prior
determination period. For this purpose but effective January 1,
1994, for determination periods beginning before the first day of
the first Plan Year beginning on or after January 1, 1994, the
OBRA '93 Annual Compensation Limit is one hundred and fifty
thousand dollars ($150,000).
Section 2.41. The term "Monthly Retirement Income " shall
mean a monthly income due a Retired Member which shall, except as
otherwise provided in Section 4.04, Section 5.05 or in Section
5.10, commence as of his Normal, Early, Late or Special
Retirement Date or the commencement date of benefit payments
under Section 5.01 and shall continue for the period indicated in
Article IV.
Section 2.42. The term "Normal Retirement Date " shall mean
the first (1st) calendar day of the month coincidental with or
immediately following a Member's sixty-fifth (65th) birthday.
Section 2.43. The term "Participation Date " shall mean
January l and July l in each Plan Year.
Section 2.44. The term "Pay Credits " shall mean two and one-
half percent (2.5%) of the Member's Plan Year Compensation which
amount shall be credited to his Cash Balance Account in each Plan
Year; provided, however, that the following percentage (and not
two and one-half percent (2.5%)) shall apply for a Member who was
employed by Indiana Energy, Inc. or one of its subsidiaries on
December 31, 1998 and if the Member's Points on December 31, 1998
are greater than forty-nine (49) and less than sixty (60):
Pay Credits as a Percentage of
Points at December 31, 1998 Compensation For that Plan Year
---------------------------- ------------------------------
50-54 3.5%
55-59 4.5%
Section 2.45. The term "PBGC " shall mean the Pension
Benefit Guaranty Corporation.
Section 2.46. The term "Plan Administrator " shall mean the
Company. The Plan Administrator shall be the named beneficiary
for purposes of the Act.
Section 2.47. The term "Plan Year " shall mean a consecutive
twelve (12) month period beginning on the first (1st) calendar
day of January and ending on the last calendar day of December in
the same calendar year. The Plan Year shall be deemed to be the
limitation year for purposes of Section 415 of the Code and the
determination year for purposes of Section 416 of the Code.
Section 2.48. The term "Plan Year Compensation " shall mean
for a Member in any Plan Year the Member's aggregate Monthly
Earnings in such Plan Year.
Section 2.49. The term "Points " shall mean, with respect to
any Member who was employed by Indiana Energy, Inc. or one of its
subsidiaries on December 31, 1998, the Member's combined age and
Years of Service at December 31, 1998, rounded down to the
nearest whole point, with the Member receiving one (1) Point for
each full year of age at December 31, 1998, with fractional
credit for each calendar day, and one (1) Point for each Year of
Service, with fractional credit for each calendar day, at
December 31, 1998.
Section 2.50. The term "Prior Retirement Benefit " shall
mean the benefit accrued by a Member as of December 31, 1998 to
the extent such benefit has not been converted into a Cash
Balance Account under Section 4.04.
Section 2.51. The term "Qualified Election " shall mean a
waiver of a Qualified Joint and Survivor Annuity or a Qualified
Preretirement Survivor Annuity. Any waiver of a Qualified Joint
and Survivor Annuity or a Qualified Preretirement Survivor
Annuity shall not be effective unless:
(a) the Member's Spouse consents in writing to the
election;
(b) the election designates a specific alternate
Beneficiary, including any class of Beneficiaries
or any contingent Beneficiaries, which may not be
changed without Spousal consent (or the Spouse
expressly permits designations by the Member
without any further Spousal consent);
(c) the Spouse's consent acknowledges the effect of the
election; and
(d) the Spouse's consent is witnessed by a Plan
representative or by a Notary Public.
Additionally, a Member's waiver of the Qualified Joint and
Survivor Annuity shall not be effective unless the election
designates a form of benefit payment which may not be changed
without Spousal consent (or the Spouse expressly permits
designations by the Member without any further Spousal consent).
If it is established to the satisfaction of a Plan representative
that such written consent may not be obtained because there is no
Spouse or the Spouse cannot be located, a waiver shall be deemed
a qualified election. Any consent by a Spouse obtained under
this Section (or establishment that the consent of a Spouse may
not be obtained) shall be effective only with respect to that
Spouse. A consent that permits designations by the Member
without any requirement of further consent by his Spouse shall
acknowledge that the Spouse has the right to limit consent to a
specific Beneficiary, and a specific form of benefit, where
applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. A revocation of a prior waiver
may be made by a Member without the consent of the Spouse at any
time prior to the commencement of his benefit payments. The
number of revocations shall not be limited.
Section 2.52. The term "Qualified Joint and Survivor Annuity
" shall mean an immediate annuity for the life of a Member with a
survivor annuity for the life of his Spouse which is equal to
fifty percent (50%) of the amount of the annuity which is payable
during the joint lives of the Member and his Spouse and which is
the Actuarial Equivalent of the basic form of retirement benefit
under Section 4.02.
Section 2.53. The term "Qualified Preretirement Survivor
Annuity " shall mean the Spousal death benefit described in
Section 5.02.
Section 2.54. The term "Retired Member " shall mean any
Member who has qualified for retirement and who is receiving a
Monthly Retirement Income by direction of the Plan Administrator.
Section 2.55. The term "Section 415 Compensation " shall
mean with respect to a Plan Year and shall:
(a) include amounts accrued to a Member (regardless of
whether he was a Member during the entire Plan Year):
(i) as wages, salaries, fees for professional
services and other amounts received for
personal services actually rendered in the
course of his employment with the Controlled
Group Entities including but not limited to
commissions, compensation for services on the
basis of a percentage of profits and bonuses;
(ii) for purposes of subparagraph (i) above, earned
income from sources outside the United States
(as then defined in Section 911(b) of the
Code), whether or not excludible from his
gross income under Section 911 of the Code or
deductible by him under Section 913 of the
Code;
(iii) amounts described in Section 104(a)(3),
Section 105(a) and Section 115(h) of the Code
but only to the extent that these amounts are
includible in the gross income of that Member;
(iv) amounts paid or reimbursed by the Controlled
Group Entities for moving expenses incurred by
that Member, but only to the extent that these
amounts are not deductible by that Member
under Section 217 of the Code;
(v) amounts included in that Member's gross income
by reason of an election under Section 83(b)
of the Code; and
(vi) for Plan Years beginning after December 31,
1997, by a Participant's elective deferrals
under Section 402(g)(3) of the Code and any
amount which is contributed or deferred by the
Group at the election of the Participant and
which is not includible in the Participant's
income by reason of Section 125 or 457 of the
Code.
(b) not include:
(i) notwithstanding subsection (a)(i) above and
solely with respect to Plan Years beginning
before January 1, 1998, there shall be
excluded from Section 415 Compensation amounts
contributed by the Controlled Group Entities
to a tax qualified cash or deferred plan under
Section 401(k) of the Code;
(ii) except as otherwise provided in Subsection
(a)(v) above, other contributions made by the
Controlled Group Entities to a plan of
deferred compensation to the extent that,
before the application of the Section 415 of
the Code limitations to that plan, the
contributions are not includible in the gross
income of that Member for the taxable year in
which contributed. In addition, Controlled
Group Entities contributions made on behalf of
a Member to a simplified employee pension plan
described in Section 408(k) of the Code shall
not be considered as Section 415 Compensation
for the Plan Year in which contributed.
Additionally, any distributions to a Member
from a plan of deferred compensation shall not
be considered as Section 415 Compensation,
regardless of whether such amounts are
includible in the gross income of that Member
when distributed. However, any amounts
received by a Member pursuant to an unfunded
nonqualified plan shall be considered as
Section 415 Compensation in the Plan Year in
which such amounts are includible in the gross
income of that Member;
(iii) except as otherwise provided in Subsection
(a)(v) above, amounts which receive special
federal income tax benefits, such as premiums
for group term life insurance (but only to the
extent that the premiums are not includible in
the gross income of that Member); and
(iv) except as otherwise provided in Subsection
(a)(v) above, amounts realized when restricted
property becomes taxable under Section 83 of
the Code because the property becomes freely
transferable or not subject to a substantial
risk of forfeiture.
Notwithstanding anything in this Section to the contrary, for
Plan Years beginning on or after January 1, 1998, Section 415
Compensation shall include any elective deferral (as defined in
Section 402(g) of the Code) and any amount contributed or
deferred at the election of the Participant that is not
includible in that Participant's gross income by reason of
Section 125 or Section 457 of the Code.
Section 2.56. The term "SIGECo Pension Plan " shall mean the
Pension Plan for Salaried Employees of Southern Indiana Gas and
Electric Company which was merged into and became a part of this
Plan on July 1, 2000.
Section 2.57. The term "Spouse (Surviving Spouse) " shall
mean the legally married spouse or surviving spouse of a Member
at the earlier of that Member's date of death or the date benefit
payments commence to that Member under this Plan; provided,
however, that he had been married to such individual throughout
the one (l) year period immediately preceding such date;
provided, further, that if a Member who has completed at least
one (1) Hour of Service on or after August 23, 1984 marries
within the one (1) year period ending on the date his benefit
payments are to commence and is married to that same individual
for at least one (1) year at his date of death, that Member shall
be treated as having been married to that individual for the one
(1) year period ending on his benefit commencement date. A
former Spouse shall be treated as the Spouse or Surviving Spouse
to the extent provided under a qualified domestic relations order
as then described in Section 414(p) of the Code.
Section 2.58. The term "Terre Haute Non-Bargaining Plan "
shall mean the Terre Haute Gas Corporation Non-Unit Employees'
Pension Plan which was merged into and became a part of this Plan
on July 1, 1991. This Plan shall be deemed to be a continuation
of the Terre Haute Non-Bargaining Plan.
Section 2.59. The term "Total and Permanent Disability "
shall mean for Plan Years beginning before January 1, 1987 a
physical or mental condition requiring the regular care and
attention of a licensed physician (other than himself) arising
after the original date of employment by an Employer of a Member
which during the first twenty-four (24) months of the condition
totally prevents that Member from performing the material duties
of his regular employment with the Employers and which after the
first twenty-four (24) months of the condition totally prevents
that Member from performing the material duties of any and every
gainful occupation or employment for which that Member is or
becomes reasonably fitted by education, training or experience.
The determination as to whether a Member is Totally and
Permanently Disabled shall be made by the Plan Administrator, but
Total and Permanent Disability shall exclude disabilities arising
from:
(a) chronic or excessive use of intoxicants, drugs or
narcotics,
(b) intentionally self-inflicted injury or
intentionally self-induced sickness,
(c) a proven unlawful act or enterprise on the part of
that Member, or
(d) military service where that Member is eligible to
receive a government-sponsored military disability
pension.
The term "Total and Permanent Disability" shall mean for Plan
Years beginning after December 31, 1986 a physical or mental
condition which would qualify a Member for disability benefits
under the Social Security Act (as such Act is in effect at the
date of the determination); provided, however, that a Member who
after December 31, 1986 but before the execution of the Fifth
Amendment to this Plan incurred a condition which would result in
his being deemed Totally and Permanently Disabled under the Plan
definition of Total and Permanently Disabled in effect before
January 1, 1987 shall be deemed Totally and Permanently Disabled
for purposes of this Plan.
Section 2.60. The term "Totally and Permanently Disabled "
shall mean the status of a Member who has incurred a Total and
Permanent Disability.
Section 2.61. The term "Transitional IEI Member " shall mean
any Member who was a Member in this Plan on December 31, 1998 and
who is entitled to a different benefit calculation because his
Points on December 31, 1998 exceeded forty-nine (49).
Section 2.62. The term "Transitional SIGECo Member " shall
mean any Member who was employed by Southern Indiana Gas and
Electric Company on March 31, 2000, who has completed at least
one (1) Hour of Service on or after July 1, 2000 and who elected
the benefit formula described in Section 4.03(d)(ii). A list of
the Transitional SIGECo Members is shown on Exhibit D.
Section 2.63. The term "Trust Agreement " shall mean the
agreement entered into by the Trustee and the Company which
govern the administration of the Trust Fund; provided, however,
that prior to the effective date of any separate trust agreement
entered into by the Company and the Trustee, the provisions of
this Plan set forth in Article VIII and in effect on December 31,
1996 shall continue to apply.
Section 2.64. The term "Trust Fund " shall mean all cash,
securities, life insurance and/or annuity contracts, real estate
or any other property held by the Trustee pursuant to the terms
of the Trust Agreement, together with all income therefrom.
Section 2.65. The term "Trustee " shall mean the Trustee
under the Trust Agreement.
Section 2.66. The term "Years of Service " shall mean, for
purposes of determining a Member's eligibility to become a
Member, eligibility to retire on an Early Retirement Date,
eligibility for the disability provisions described in Section
4.06, the vesting of his benefits under Section 5.01 or Section
14.04, the amount of a Member's benefits under Section 4.03 or
under Section 5.10, the amount equal to each consecutive twelve
(12) month computation period measured from the date on which
that Employee completes his first (1st) Hour of Service during
which that Employee completes at least one thousand (1,000) Hours
of Service, provided, however, in the final twelve month
computation period during which the employment of a Member is
terminated, that Member shall receive credit for one-twelfth
(1/12) of a Year of Service for each full month during his final
twelve (12) consecutive month computation period described above
that he was employed before his termination of employment with
the Employer, provided, however, that a Participant who completes
One Thousand (1,000) Hours of Service during his final twelve
(12) month computation period shall receive a full Year of
Service for eligibility and vesting purposes but not for purposes
of determining the amount of his benefits.
If a terminated Member is subsequently reemployed by an
Employer and again becomes a Member, his Years of Service shall
not include any periods of his employment with the Employer prior
to his reemployment by the Employer if:
(e) that Member's benefit pursuant to Section 5.01 was
zero (0) at the date of his termination of employment
with the Employer;
(f) that Member's consecutive Breaks in Service as of his
reemployment date with the Employer equal or exceed
the greater of five (5) or that Member's Years of
Service as of the date of his earlier termination of
employment with the Employer; provided, however, that
the determination as to whether to include the period
of employment of an Employee before his termination
of employment with the Employer who is terminated and
rehired by the Employer before January 1, 1989 and
who was a participant in the Indiana Gas Bargaining
Plan or Central Bargaining Plan shall be made in
accordance with the terms of the Indiana Gas
Bargaining Plan or Central Bargaining Plan, whichever
is applicable;
(g) except as provided in Section 3.02 of this Plan, the
Years of Service of an Employee who was formerly
employed by Terre Haute Gas Corporation of Richmond
Gas Corporation shall be determined as if employment
with Terre Haute Gas Corporation or Richmond Gas
Corporation was employment by the Employers; and
(h) except as provided in Section 3.02 of this Plan, the
Years of Service of an Employee shall include
employment with SIGCORP and its subsidiaries for the
period before April 1, 2000 and Dayton Power & Light
Company (the "DPL Acquisition") for the period before
the effective date of the acquisition of assets from
Dayton Power & Light Company by one or more
subsidiaries of the Company; provided, however, that
such employment shall be disregarded in determining
the amount of the benefits under Article IV if such
employment is counted in determining benefits under
another tax qualified defined benefit plan maintained
by the Group; provided, further, that this Subsection
shall only apply if the Employee was employed by
Dayton Power & Light Company immediately prior to the
DPL Acquisition and becomes an Employee of Vectren
Energy Delivery of Ohio, Inc. immediately after the
DPL Acquisition.
ARTICLE III
MEMBERSHIP
Section 3.01. Initial Membership and Upon Reemployment. Each
Employee who was a participant in this Plan as of December 31,
1988 remains a Member of this Plan without further action on his
part. On any Participation Date commencing with January 1, 1989
an Employee who is not yet a Member shall become a Member;
provided, however, that prior to or as of such Participation Date
he has fulfilled the following requirements:
(a) he has reached at least Attained Age twenty-one
(21), and
(b) he is an Employee;
provided, however, that any Employee who was a participant in the
SIGECo Pension Plan on June 30, 2000 shall become a Member in
this Plan on July 1, 2000.
A terminated Member who later resumes his employment with an
Employer shall become a Member immediately upon his return to the
status of an Employee. An Employee whose employment with the
Employers is terminated before he becomes a Member and who later
resumes his employment with an Employer shall become a Member on
the later of:
(c) his return to the status of an Employee, or
(d) the date he fulfills the requirements of this
Section 3.01, taking into account all prior
periods of his employment with the Employers.
Each Employee shall be furnished a summary of this Plan by
the Plan Administrator when he becomes a Member as required by
the Act.
Section 3.02. Change in Status. If a Member hereunder
ceases to be an Employee due to a change in his employment
status, while remaining an employee of an Employer or of a
Controlled Group Entity, he shall cease to accrue Credited
Service as of the date of such change in status and shall become
a limited Member hereunder until such time as he again becomes an
Employee. If such a limited Member does not again become an
Employee prior to his termination of employment with the
Controlled Group Entities, the amount, if any, of the benefits to
which he is entitled hereunder shall be determined based on his
Credited Service and his Average Monthly Earnings (as of the date
of his change of status), his Attained Age (at his date of
termination of employment), his Years of Service (including his
period as a limited Member) and his reason for terminating his
employment with the Controlled Group Entities. If an employee who
is not a Member becomes an Employee due to a change in his
employment status or due to the adoption of this Plan by a
Controlled Group Entity in accordance with Section 16.01, he
shall become eligible for membership in this Plan immediately;
provided, however, that he would have become a Member if he had
met the definition of Employee as of his most recent date of hire
by an Employer or by a Controlled Group Entity. If any such
Employee becomes a Member, he shall have Credited Service for all
prior periods of his employment with the Employers, but the
provisions of Section 5.09 and Section 9.04 shall be specifically
applicable; provided, however, that except as provided under
Section 2.64(g), a Member shall not have any Credited Service for
any period of employment with an Employer before the date on
which that Employer became a participating Employer in this Plan.
Section 3.03. Plan Binding. Upon becoming a Member, an
Employee and his Spouse or other Beneficiary and any and all
other persons who might thereafter claim benefits under this Plan
on his behalf shall be bound then and thereafter by the terms of
this Plan and of the Trust Agreement, including all amendments
thereto made in the manner authorized by this Plan.
Section 3.04. Rehire after Military Service. The provisions
relating to qualified retirement plans which are set forth in the
Uniformed Services Employment and Reemployment Rights Act of 1994
("USERRA") are hereby incorporated into, and made a part of, this
Plan by reference. The Investment Committee shall apply the
provisions of the USERRA with respect to any Participant who is
reemployed after completing covered military service in a manner
consistent with the USERRA and all other applicable law and
regulations.
ARTICLE IV
MONTHLY RETIREMENT INCOME
Section 4.01. General Restrictions and Liability. Monthly
Retirement Income payable under the terms of this Article IV
shall be subject to the restrictions and limitations of Article
IX, Article XI, Article XIII and Article XIV and shall be paid by
the Trustee only by or at the written direction of the Plan
Administrator. Except as otherwise provided by the Act, neither
the Employers, the Plan Administrator nor the Trustee shall be
under any obligation to pay any Monthly Retirement Income other
than from the Trust Fund even if this Plan is terminated pursuant
to Section 11.01 or by operation of law.
Section 4.02. Form of Payment. Unless an optional form of
benefit is selected pursuant to a Qualified Election within the
ninety (90) calendar day period ending on the Member's Annuity
Starting Date, the vested Accrued Benefit and Cash Balance
Benefit of a Member with a Spouse shall be paid in the form of a
Qualified Joint and Survivor Annuity and an unmarried Member's
vested Accrued Benefit and Cash Balance Benefit shall be paid in
the basic form which is monthly income commencing at the Annuity
Starting Date and continuing for that Member's lifetime.
The Plan Administrator shall provide each Member no less than
thirty (30) calendar days and no more than ninety (90) calendar
days before the Annuity Starting Date, with a written explanation
of:
(a) the terms and conditions of the Qualified Joint and
Survivor Annuity;
(b) the Member's right to make and the effect of an
election to waive the Qualified Joint and Survivor
Annuity form of benefit;
(c) the rights of the Member's Spouse;
(d) the right to make and the effect of a revocation of
a previous election to waive the Qualified Joint and
Survivor Annuity; and
(e) the relative values of the various optional forms of
benefits under this Plan;
provided, however, that a Member could and, if applicable, the
Member's Spouse may waive the thirty (30) day prior notice
requirement as long as the Annuity Starting Date does not
commence earlier than seven (7) calendar days after the date the
written explanation described above is delivered and the written
explanation discloses to the Member that the Member and Spouse
have at least thirty (30) days to make their election.
Prior to a Member's Annuity Starting Date, the Member may
elect in a written application provided by the Plan Administrator
to receive his Monthly Retirement Income in any of the optional
forms listed in this Section 4.02; provided, however, that any
election by a married Member shall be a Qualified Election. Each
of the optional forms shall be the Actuarial Equivalent of the
Monthly Retirement Income payable under the basic form and shall,
except as otherwise provided in Section 5.05, commence as of the
Member's Early, Normal or Late Retirement Date or on the date
specified in Section 5.01. Any election made under this Section
4.02 may be revoked and a new election may be made at any time
prior to the commencement of benefit payments; provided, however,
that any new election by a married Member shall be a Qualified
Election. Once benefit payments have commenced, no further
revocation or change of election shall be permitted.
The optional forms of distribution of benefits shall include
the following:
(f) Life Annuity. A monthly income payable under the
basic form (as described in this Section 4.02).
(g) Joint and Survivor Annuity. An immediate monthly
income payable for the lifetime of the Member and
continuing thereafter in the same amount, in one-
half (1/2) of the amount, or in two-thirds (2/3)
of the amount (as elected by the Member) to a
Beneficiary designated in writing by the Member;
provided, however, that if the Beneficiary is
other than that Member's Spouse, the Actuarial
Value of the payments expected to be made to that
Member shall exceed fifty percent (50%) of the
Actuarial Value of the total payments expected to
be made to that Member and to his Beneficiary.
If the Beneficiary named by the Member dies prior
to the Member's Early, Normal, Late or Special
Retirement Date or prior to the date specified in
Section 5.01, the election shall be void and
Monthly Retirement Income shall be paid under the
basic form (as described in this Section 4.02).
(h) A Member who was a participant in the Terre Haute
Non-Bargaining Plan or Richmond Plan on June 30,
1991 shall also be permitted, subject to the
Qualified Election requirements, to have his
monthly income payable in the life annuity form
with guaranteed minimum number of monthly
payments of sixty (60) or one hundred and twenty
(120); provided, however, that upon the death of
the Member before full payment of the guaranteed
minimum number of payments, the Plan
Administrator shall continue such monthly
payments to the Member's Beneficiary for the
balance of the guaranteed period; provided,
further, that the number of guaranteed monthly
payments shall not extend for a period greater
than the joint life expectancy of the Member and
his spouse, if any (with such life expectancy
determined as of the date that benefit payments
commence in accordance with regulations under the
Code).
(i) A Member or former Member may elect to have his
Cash Balance Benefit paid in the form of an
Actuarially Equivalent lump sum.
All distributions required under this Plan shall be
determined and made in accordance with the Income Tax Regulations
under Section 401(a)(9) of the Code, including the minimum
distribution incidental death benefit requirement of Section
1.401(a)(9)-2 of the Income Tax Regulations.
Section 4.03. Normal Retirement Benefit. Except as provided
in Section 4.14, a Member or former Member shall be entitled to
retirement benefits payable at his Normal Retirement Date in
accordance with the following rules:
(a) Periods before January 1, 1999. For the period
ending on December 31, 1998 and for the period
before and after January 1, 1999 for a Transitional
IEI Member with at least sixty (60) Points at
December 31, 1998, if he lives to his Normal
Retirement Date, he shall be entitled to retire and
to receive a Monthly Retirement Income in an amount
calculated and certified in writing to the Trustee
by the Plan Administrator. The amount of a
Member's Monthly Retirement Income under the basic
form and payable on his Normal Retirement Date
shall be equal to the sum of:
(i) fifty-five one hundredths percent (.55%) of
the Member's Average Monthly Earnings
multiplied by the Member's years of Credited
Service, plus
(ii) fifty-three one hundredths percent (.53%) of
the Member's Average Monthly Earnings in
excess of his covered compensation under
Section 230 of the federal Social Security
Act multiplied by the Member's years of
Credited Service (limited to thirty-five (35)
years);
provided, however, that in determining a Member's
covered compensation the average (without indexing),
rounded in accordance with tables approved by the
Commissioner of Internal Revenue, of the taxable
wage bases in effect for each calendar year during
the thirty-five (35) year period ending with the
last day of the calendar year in which the Member
attains (or will attain) the Social Security
retirement age shall be used and the covered
compensation of a Member whose employment with the
Controlled Group Entities is terminated before
attaining the Social Security retirement age shall
be based on the Member's covered compensation in
effect at the beginning of the calendar year for
which the determination is being made assuming no
change in the taxable wage base in subsequent
calendar years. The term "Social Security
retirement age" as used in this Section shall mean
the age used as the retirement age for a participant
under Section 216(l) of the Federal Social Security
Act (65 for participants born before January 1,
1938, 66 for participants born between January 1,
1938 and December 31, 1954 and 67 for participants
born on or after January 1, 1955), except that such
Section shall be applied without regard to the age
increase factor and as if the early retirement age
under Section 216(1)(2) of such Act were sixty-two
(62).
(b) Not Employed on January 1, 1999, but Reemployed
Later. Each Member who retires after December 31,
1998 on his Normal Retirement Date, who is not
employed by an Employer on January 1, 1999, but who
is later reemployed and credited with at least one
(1) Hour of Service after December 31, 1998 shall
be entitled to a monthly pension equal to his Prior
Retirement Benefit and also to a Cash Balance
Benefit calculated in accordance with Section 4.04.
Any former Member whose rights and interests in the
Plan are vested, who is not employed by an Employer
on January 1, 1999, but who is later reemployed and
credited with at least one (1) Hour of Service
after December 31, 1998 shall be entitled to a
monthly pension commencing on his Normal Retirement
Date equal to his Prior Retirement Benefit and also
to a Cash Balance Benefit calculated in accordance
with Section 4.04.
(c) Employed on January 1, 1999. Each Member who
retires on his Normal Retirement Date, who is
employed by an Employer on January 1, 1999 and who
is not entitled to benefits under other provisions
of the Plan shall be entitled to receive the Cash
Balance Benefit calculated in accordance with
Section 4.04. Any former Member whose rights and
interests in the Plan are vested, who is employed
by an Employer on January 1, 1999 and who is not
entitled to benefits under other provisions of the
Plan shall be entitled to receive the Cash Balance
Benefit calculated in accordance with Section 4.04.
(d) Certain Grandfathered Members.
(i) Transitional IEI Members. Each Transitional
IEI Member who has completed at least sixty
(60) Points at December 31, 1998, who retires
on his Normal Retirement Date, who is
employed by an Employer on January 1, 1999
and who is not entitled to benefits under any
other provisions of the Plan shall be
entitled to receive a Monthly Retirement
Income in an amount calculated and certified
in writing to the Trustee in an amount
calculated and determined under the
provisions of Section 4.03 in effect
immediately prior to January 1, 1999 and
providing such Transitional IEI Member full
credit for his Average Monthly Earnings and
Credited Service for the period before
January 1, 1999 and the period after December
31, 1998. Furthermore, this Transitional IEI
Member shall also be eligible for a Cash
Balance Benefit based on his employment with
the Employers for the period beginning on
January 1, 1999; provided, however, that the
Transitional IEI Member's December 31, 1998
Accrued Benefit shall not be converted into,
or made a part of, his Cash Balance Benefit.
(ii) Transitional SIGECo Members. The
Transitional SIGECo Members shall not have
their June 30, 2000 Accrued Benefit converted
into a Cash Balance Benefit. The
Transitional SIGECo Members shall continue to
accrue benefits under this Plan in accordance
with the formula in effect under the SIGECo
Pension Plan in effect on June 30, 2000. The
Monthly Retirement Income payable to each
such Transitional SIGECo Member shall be
based on his Monthly Earnings and Years of
Service through the date of his termination
of employment.
In no event shall the Accrued Benefit under this Plan of any
Member be less than his Accrued Benefit determined as of December
31, 1998.
Section 4.04. Cash Balance Benefit. The Cash Balance
Benefit for each Member who retires on his Normal Retirement Date
shall be a single life annuity commencing at the Member's Normal
Retirement Date that is the Actuarial Equivalent of the Member's
Cash Balance Account balance as of his Annuity Starting Date.
The Cash Balance Account of each Member who has completed one
thousand (1,000) Hours of Service in a Plan Year or who died or
retired during the Plan Year after meeting the Plan requirements
for early or normal retirement shall be credited, as of the last
day of such Plan Year (or as of the last day of his last pay
period in which his termination occurs if his employment with the
Employers terminates during the Plan Year on account of death or
retirement on or after either his Early Retirement Date or Normal
Retirement Date), with Pay Credits earned by that Member with
respect to Plan Year Compensation received during that Plan Year.
Effective July 1, 2000 or, with respect to any Member who was
employed by Indiana Energy, Inc. or one (1) of its subsidiaries
before April 1, 2000, effective January 1, 2001, the Cash Balance
Account of a Member shall also be credited each Plan Year with an
amount equal to three hundred and ten dollars ($310.00);
provided, however, that if the Member is not employed by an
Employer for the entire Plan Year, the amount credited shall be
pro-rated based on the number of months (including portions
thereof) during which the Member was employed; provided, further,
that the maximum amount credited for the 2000 Plan Year shall be
equal to one hundred and fifty-five dollars ($155) due to the
July 1, 2000 effective date; provided, further, that Members who
were employed by Southern Indiana Gas & Electric Company on
July 1, 1998 and were at least age fifty (50) on July 1, 1998 or
who were employed by Indiana Energy or one of its subsidiaries on
January 1, 2001 and were at least age fifty (50) and completed at
least five (5) Years of Service on January 1, 2001 shall not be
eligible for the additional three hundred and ten dollar ($310)
credit.
Except for certain Transitional IEI Members and Transitional
SIGECo Members, each Member (with an Accrued Benefit but without
a Cash Balance Benefit) shall be credited with an initial Cash
Balance Account balance determined in the following manner.
(a) IEI Members. Each Member who was employed by
Indiana Energy, Inc. or any of its subsidiaries
before April 1, 2000, who does not incur a period
of severance that includes January 1, 1999, who
performs one Hour of Service as a Member after
December 31, 1998 and who has not already begun
receiving benefits under this Plan shall be
credited, as of the first date he is credited
with an Hour of Service as a Member after
December 31, 1998, with an initial Cash Balance
Account balance equal to the Actuarial Equivalent
of his Prior Retirement Benefit; provided,
however, that if a Transitional IEI Member has
completed at least sixty (60) Points on
December 31, 1998, the Member shall not have his
Prior Retirement Benefit converted to a Cash
Balance Account.
(b) SIGECo Members. Each Member who was a
participant in the SIGECo Pension Plan on
June 30, 2000, who performs one Hour of Service
as a Member after June 30, 2000 and who has not
already begun receiving benefits under this Plan
shall be credited, as of the first day he is
credited with an Hour of Service as a Member and
as an Active Employee after June 30, 2000 with an
initial Cash Balance Account balance equal to the
Actuarial Equivalent of his accrued benefit under
the SIGECo Pension Plan (as determined in
accordance with the provisions of the SIGECo
Pension Plan in effect on June 30, 2000 and based
on the Applicable Interest Rate and Applicable
Mortality Table in effect for the year of the
conversion); provided, however, that, except as
provided in Section 4.13, no initial Cash Balance
Account balance shall be established for any
Transitional SIGECo Member.
In addition to the initial Cash Balance Account balance,
additional credits shall be made to certain Members in accordance
with Section 4.13.
Each Participant's Cash Balance Account shall further be
credited with interest, using the Credited Interest Rate, on each
calendar day beginning on the later of January 1, 1999 or the
date on which the Member becomes a Member under Article III and
continuing through that Member's Annuity Starting Date. Interest
credited to a Member's Cash Balance Account during a Plan Year
shall be calculated based on the balance of that Participant's
Cash Balance Account as of the last day of the immediately
preceding Plan Year.
With respect to any Participant whose benefit is not paid in
a single lump sum and whose Annuity Starting Date is before his
Normal Retirement Date, interest shall be credited to his Cash
Balance Account from his Annuity Starting Date through his
projected Normal Retirement Date at a rate equal to the Credited
Interest Rate at his Annuity Starting Date. The Cash Balance
Benefit shall then be converted to a single life annuity using
the Applicable Interest Rate and the Applicable Mortality Table
(as defined in Section 2.03).
Section 4.05. Protection of Accrued Benefits.
Notwithstanding anything in this Plan to the contrary, the
pension benefit payable under this Plan to any Member, former
Member or terminated Member who, as of December 31, 1998, had not
yet begun to receive benefits under this Plan shall not be less
than the benefit accrued by that Member, former Member or
terminated Member as of December 31, 1998.
Section 4.06. Late Retirement Benefit. A Member may, in
accordance with the ADEA, remain in the employ of the Controlled
Group Entities after his Normal Retirement Date, in which event
no Monthly Retirement Income shall be paid until the Member's
Late Retirement Date except to the extent required under Section
5.05; provided, however, that such deferral of his Monthly
Retirement Income shall be permitted only so long as he completes
at least forty (40) Hours of Service per month and only after
written notice has been given to him by personal delivery or
certified mail, and such deferral of his Monthly Retirement
Income shall comply with all requirements then imposed pursuant
to Section 2530.203-3 of the Department of Labor Regulations
(Chapter 29 of the Code of Federal Regulations) which are
incorporated herein by reference. At the Member's Late
Retirement Date he shall thereupon be entitled to receive a
Monthly Retirement Income (other than the Cash Balance Benefit)
which shall be an amount computed under Section 4.03, based upon
his Credited Service and his Average Monthly Earnings up to his
Late Retirement Date. The Cash Balance Benefit of a Member who
retires on his Late Retirement Date and who receives credit for
at least one (1) Hour of Service after December 31, 1998 shall be
the Actuarial Equivalent of the Member's Cash Balance Account as
of the Member's Annuity Starting Date.
Section 4.07. Early Retirement Benefit. Upon written
application submitted to the Plan Administrator, a Member whose
Attained Age is at least fifty (50) and who has been credited
with at least ten (10) Years of Service may retire as of an Early
Retirement Date; provided, however, that if the Member's date of
participation in the Indiana Gas Plan was before January 1, 1976
he may retire as of the first (1st) calendar day of any month on
or following his fiftieth (50th) birthday regardless of his Years
of Service if he had at least five (5) years of participation in
the Indiana Gas Plan. Commencing at his Early Retirement Date,
any such Member shall be entitled to a Monthly Retirement Income
equal to the portion of his Accrued Benefit (other than the Cash
Balance Benefit) as of his Early Retirement Date but reduced in
accordance with the following table to account for the
commencement of his benefit payments prior to reaching Attained
Age sixty-three (63):
Age at Which Percentage of
Benefit Payments Commence Accrued Benefit Payable
62 94%
61 88%
60 82%
59 75%
58 68%
57 61%
56 54%
55 47%
54 40%
53 33%
52 26%
51 19%
50 12%
Straight line interpolation shall be used to determine
benefits at fractional ages.
With respect to a Cash Balance Benefit calculated under
Section 4.04, a Member who has attained his Early Retirement Date
shall be entitled either to:
(a) A deferred pension commencing at his Normal Retirement
Date equal to the Actuarial Equivalent of his Cash
Balance Account as of his Annuity Starting Date, or
(b) A pension commencing as of the first day of any month
coincident with or next following his Early Retirement
Date based on the Actuarial Equivalent of his Cash
Balance Benefit as of his Annuity Starting Date.
A Member who terminates his employment with the Controlled
Group Entities for any reason other than Total and Permanent
Disability after meeting the requirements of this Section 4.07
and before reaching his Normal Retirement Date shall be
considered to have retired under this Section 4.07 for the
purposes of Section 5.02.
A Member whose benefits are determined under Section 4.14
shall be reduced by three-twelfths (3/12ths) of one percent (1%)
for each month benefit commencement precedes age sixty-two (62).
In addition, a Member who was a participant in the Dayton Pension
Plan (as such term is defined in Section 4.14) on July 31, 2000
and whose employment is terminated before January 1, 2001 shall
be entitled to an additional one hundred and eighty-seven dollars
and fifty cent ($187.50) benefit for the period beginning on his
Annuity Starting Date and ending with the month during which he
attains age sixty-five (65); provided, however, that if a married
Member dies while employed or after meeting the requirements for
early or normal retirement under the Dayton Pension Plan, his
surviving spouse shall be entitled to this $187.50 benefit
beginning with the month immediately following his death and
ending in the month that the spouse reaches age sixty-five (65)
or, if earlier, dies; provided, further, that this benefit shall
not be payable if the Member terminates employment before meeting
the requirements for early retirement under the Dayton Pension
Plan or if the Member's benefits are not determined in accordance
with Section 4.14.
Section 4.08. Disability Retirement Benefit.
(a) Grandfathered Members. When a Member who is a
Transitional IEI Member with at least sixty (60) Points
at December 31, 1998 and who has been credited with at
least ten (10) Years of Service is determined by the
Plan Administrator to be Totally and Permanently
Disabled, the Plan Administrator shall certify such
fact in writing to the Trustee and that Disabled Member
shall be entitled to receive Disability Payments for
the non-Cash Balance Benefit as hereinafter provided.
(i) Payment of a Disabled Member's benefits
hereunder shall be deferred until his Normal
Retirement Date; provided, however, that he
remains Totally and Permanently Disabled, in
which case such period of deferral shall be
included in both his Years of Service and his
Credited Service for purposes of calculating his
benefits hereunder, and his Average Monthly
Earnings at his Normal Retirement Date shall be
his Average Monthly Earnings as of the date he
became Totally and Permanently Disabled.
(ii) While a Member is temporarily disabled (as
determined by the Plan Administrator), he shall
earn Years of Service and Credited Service as
provided in subsection (a) above; provided,
however, that during the period of his temporary
disability Monthly Earnings shall be determined
in accordance with the second (2nd) paragraph of
Section 2.12.
(iii) A Disabled Member may elect to have his
Disability Payments begin prior to his Normal
Retirement Date at any time after reaching
Attained Age fifty (50) by filing a written
application with the Plan Administrator.
Commencing on the first (1st) calendar day of the month
coincidental with or immediately following the date the
written application is filed with the Plan Administrator,
the Disabled Member shall be entitled to a Disability
Payment equal to his Accrued Benefit as of the date he
became Totally and Permanently Disabled taking into account
his Years of Service and his Credited Service granted under
subsection (i) or subsection (ii) above but reduced in
accordance with the following table to account for the
commencement of his benefit payments before his Normal
Retirement Date:
Percentage of
Age at Benefit Accrued Benefit
Commencement Date Payable
65, 64 or 63 100%
62 94%
61 88%
60 82%
59 75%
58 68%
57 61%
56 54%
55 47%
54 40%
53 33%
52 26%
51 19%
50 12%
Straight line interpolation shall be used to
determine benefits at fractional ages.
If the Disabled Member recovers (as determined conclusively
by the Plan Administrator under uniform standards
consistently applied) prior to his Normal Retirement Date
and returns to the employ of the Controlled Group Entities
within a reasonable period of time, he shall be given credit
for his prior Years of Service and his prior Credited
Service, including his period of Total and Permanent
Disability, in accordance with Section 3.02. If he does not
return to the employ of a Controlled Group Entity within a
reasonable period of time, he shall be deemed to have
terminated his employment with the Controlled Group Entities
as of the date he became Totally and Permanently Disabled,
and the benefits, if any, to which he is entitled shall be
calculated pursuant to Section 5.01 based on his Attained
Age, his Years of Service and his Credited Service as of the
date he became Totally and Permanently Disabled (excluding
any Years of Service for which he would otherwise have been
given credit under this subsection).
(b) Cash Balance Plan Members. The Cash Balance Account
of a Member who is determined to be Totally and
Permanently Disabled and on or after January 1, 1999
shall continue to be maintained after his disability
as provided in this subsection. Such Cash Balance
Account shall be credited with Pay Credits and
interest, calculated in accordance with Section 4.04
and assuming that the disabled Member earned Plan Year
Compensation during his disability in an amount equal
to his rate of Monthly Earnings in effect at the date
immediately preceding his Total and Permanent
Disability, until the earlier of the disabled Member's
Normal Retirement Date, actual retirement or recovery
from disability. In lieu of further crediting of Pay
Credits and interest to his Cash Balance Account under
the preceding sentence, a disabled Member may elect to
receive the pension benefit described in Section 4.07
or Section 5.01, whichever is applicable, at any time.
If a disabled Member begins receiving a pension
benefit under this Section and later recovers from his
disability and resumes employment with an Employer
before attaining Normal Retirement Age, his pension
benefit payments shall immediately cease, he shall
have a Cash Balance Account reinstated for his benefit
and he shall thereafter be eligible to receive Pay
Credits and interest in accordance with Section 4.04.
In addition, his reinstated Cash Balance Account shall
be credited, as of his return to employment with the
Employers, with an initial balance equal to his Cash
Balance Account balance at the time he began receiving
a pension benefit under this Section minus the
Actuarial Equivalent (determined as of the date he
began receiving a pension benefit under this Section)
of those pension benefits paid to him under this
Section.
(c) VEDO Members. Disability benefits paid to a Member
who is employed by Vectren Energy Delivery of Ohio,
Inc. shall be determined in accordance with Section
4.14 and the Dayton Pension Plan (as such term is
defined in Section 4.14).
Section 4.09. Nonforfeitability. A Member who reaches
Attained Age sixty-five (65) while still in the employ of a
Controlled Group Entity shall have a fully vested and
nonforfeitable right to receive a Monthly Retirement Income
determined in accordance with Section 4.03 or Section 4.04. A
Member's Accrued Benefit under this Plan shall be deemed to be
fully vested and nonforfeitable after completion of at least five
(5) Years of Service (or five (5) years of participation in the
Indiana Gas Plan in the case of a Member who was a participant in
the Indiana Gas Plan prior to January 1, 1976). The Accrued
Benefits of any Employee who was a Member on January 1, 1989
shall also be fully vested and nonforfeitable as of January 1,
1990 regardless of that Employee's age or Years of Service.
Section 4.10. REA Transitional Rules.
(a) Any living Member not receiving benefits on August 23,
1984 who would otherwise not receive the benefits
prescribed by the previous Sections of this Article IV
shall be given the opportunity to elect to have
Section 4.02 apply if that Member was credited with at
least one (1) Hour of Service under this Plan or under
a predecessor plan in any Plan Year beginning on or
after January 1, 1976 and he had completed at least
ten (10) Years of Service when he terminated his
employment with the Controlled Group Entities.
(b) Any living Member not receiving benefits on August 23,
1984 who was credited with at least one (1) Hour of
Service under this Plan or under a predecessor plan on
or after September 2, 1974 and who is not otherwise
credited with any Years of Service in any Plan Year
beginning on or after January 1, 1976 shall be given
the opportunity to have his benefits paid in
accordance with subsection (d) below.
(c) The respective opportunities to elect (as described in
subsections (a) and (b) above) shall be afforded to
the appropriate Members during the period commencing
on August 23, 1984 and ending on the date benefit
payments would otherwise commence to those Members.
(d) Any Member who has elected pursuant to subsection (b)
above and any Member who does not elect under
subsection (a) above or who meets the requirements of
subsection (a) above except that he had not completed
at least ten (10) Years of Service when he terminated
his employment with the Controlled Group Entities
shall have his benefits distributed in accordance with
all of the following requirements if his benefits
would have been payable in the form of a life annuity:
(i) Automatic joint and survivor annuity - if
benefits in the form of a life annuity become
payable to a married Member who:
(A begins to receive payments under this Plan
) on or after the Normal Retirement Date,
(B dies on or after the Normal Retirement
) Date while still working for an Employer,
(C begins to receive payments on or after the
) qualified early retirement age,
(D terminates his employment with the
) Controlled Group Entities on or after the
Normal Retirement Date (or after attaining
the qualified early retirement age) and
after satisfying the eligibility
requirements for the payment of benefits
under this Plan and thereafter dies before
beginning to receive such benefits;
then such benefits shall be paid under this
Plan in the form of a qualified joint and
survivor annuity unless the Member has elected
otherwise during the election period. The
election period shall begin at least six (6)
months before the Member attains the qualified
early retirement age and shall end not before
the commencement of his benefit payments. Any
election hereunder shall be in writing and may
be changed by the Member at any time.
(ii) Election of early survivor annuity - any Member
who is employed by the Controlled Group
Entities after attaining the qualified early
retirement age shall be given the opportunity
to elect during the election period to have a
survivor annuity payable on his death. If the
Member elects the survivor annuity, payments
under such annuity shall not be less than the
payments which would have been made to his
Spouse under the qualified joint and survivor
annuity if the Member had retired on the day
before his death. Any election under this
provision shall be in writing and may be
changed by the Member at any time. The
election period shall begin on the later of:
(A) the ninetieth (90th) calendar day before
the Member attains the qualified early
retirement age, or
(B) the date on which his Plan participation
begins,
and shall end on the date the Member terminates
his employment with the Controlled Group
Entities.
(iii) For purposes of this subsection (d):
(A) Qualified early retirement age is the
latest of:
(1) the earliest date under this Plan on
which a Member may elect to receive
payment of his vested benefits,
(2) the first (1st) calendar day of the
one hundred and twentieth (120th)
month beginning before the Member
reaches the Normal Retirement Date,
or
(3) the date on which the Member begins
his participation in this Plan.
(B) Qualified joint and survivor annuity is an
annuity for the life of the Member with a
survivor annuity for the life of his
Spouse as described in Section 4.02.
Section 4.11. Retired and Former Member's Benefit Increases.
(a) February 1, 1991 Benefit Increase. If a retired Member
or the Beneficiary of a deceased Member is to receive a
monthly benefit on February 1, 1991 and
(i) if the Member's or deceased Member's retirement
from the Controlled Group Entity occurred after
his attainment of his Normal Retirement Date,
Early Retirement Date or Late Retirement Date,
whichever is applicable, and before January 1,
1990,
(ii) if the Member died before January 1, 1990 while
still employed by the Controlled Group Entity,
or
(iii) if the Member or deceased Member retired under
the disability retirement provisions contained
in the Central Plan,
that Member or, if applicable, his Beneficiary shall
receive an increase in such monthly benefit equal to
the product of:
(iv) three percent (3%) of such monthly benefit,
times
(v) the lesser of:
(1) nine (9) or
(2) the number of years (with fractional years
computed to the nearest one-hundredths
(0.01)) between the date on which the
Member's retirement benefits commenced or,
if the Member died before the commencement
of his retirement benefits, the date on
which benefits commenced to his
Beneficiary and January 1, 1991;
provided, however, that the minimum monthly increase to
be provided by this Section to an eligible Member (or
his Beneficiary) shall under no circumstances be less
than the greater of five dollars ($5.00) or three
percent (3%) of such monthly benefit being paid
immediately before the increase.
(b) January 1, 1999 Benefit Increase. If a retired Member,
a former Member or the Beneficiary of a deceased Member
is receiving a monthly benefit on January 1, 1999 and
if the Member's or deceased Member's benefit
commencement began before January 1, 1999, that Member
or, if applicable, his Beneficiary shall receive an
increase in such monthly benefit equal to the product
of:
(i) the monthly benefit amount payable immediately
prior to January 1, 1999, and
(ii) 1% times the amount, if any, by which the
recipient's age (rounded down to the nearest
whole year) as of January 1, 1999 exceeds sixty-
five (65).
The effective date of this increase shall be January 1, 1999.
Section 4.12. Special Rule for Certain Members Subject to
Compensation Limits. For the portion of the benefits (other than
the Cash Balance Benefit) payable to a Transitional IEI Member
with at least sixty (60) Points at December 31, 1998 and
notwithstanding anything contained in this Plan to the contrary
and for the period before January 1, 1994, the following special
rules shall apply:
(a) A Member whose remuneration for any Plan Year
beginning before January 1, 1989 that is counted in
determining his Average Monthly Earnings in a Plan
Year exceeds two hundred thousand dollars ($200,000)
shall be entitled to a benefit equal to the larger of:
(i) a benefit determined under Section 4.03 or
Section 2.01 of this Plan, whichever is
applicable, or
(ii) a benefit equal to the sum:
(1) his benefit determined as of December 31,
1988 based on the provisions of this Plan
then in effect, but based on his Average
Monthly Earnings determined on December
31, 1988 without regard to the two hundred
thousand dollar ($200,000) Plan Year
limit, and
(2) his benefit earned for his Credited
Service completed after December 31, 1988
with his Average Monthly Earnings
determined in accordance with the two
hundred thousand dollar ($200,000) limit
(as the limit is adjusted from time to
time in accordance with Section 401(a)(17)
of the Code).
(b) Effective on and after January 1, 1994 and
notwithstanding anything contained in this Plan to the
contrary, a Member whose remuneration for any Plan
Year beginning before January 1, 1994 that is counted
in determining his Average Monthly Earnings exceeds
the compensation limitation in effect for that Plan
Year under Code Section 401(a)(17) shall be entitled
to a benefit equal to the larger of:
(i) a benefit determined under Section 4.03 or
Section 2.01 of this Plan, whichever is
applicable, or
(ii) a benefit equal to the sum:
(1) his benefit determined as of December 31,
1993 based on the provisions of this Plan
then in effect as described in the
preceding paragraph; provided, however,
that for purposes of determining the
Member's December 31, 1993 benefit, the
Code Section 401(a)(17) Plan Year
compensation limit in effect on January 1,
1993, two hundred thirty-five thousand two
hundred forty dollars ($235,240), shall be
applied for all Plan Years between January
1, 1989 and December 31, 1993 to the
extent permitted by the Code and by the
Internal Revenue Service in its
regulations, notices and/or announcements,
and
(2) his benefit earned for his Credited
Service completed after December 31, 1993
with his Average Monthly Earnings
determined in accordance with the one
hundred and fifty thousand dollar
($150,000) limit (as the limit is adjusted
from time to time in accordance with
Section 401(a)(17) of the Code).
(c) For purposes of calculating a Participant's benefit
for the period after December 31, 1993 under
Subsection (b) of Section 4.03, the thirty-five (35)
Credited Service year limit shall be reduced by each
year of Credited Service completed by the Member
between January 1, 1989 and January 1, 1994.
Section 4.13. Additional Allocations to Cash Balance
Account. In addition to the allocation made to a Member's Cash
Balance Account under Section 4.04, the Members listed on
Exhibit E shall also be entitled to an additional allocation to
their Cash Balance Account equal to the amount specified on
Exhibit E; provided, however, that this additional amount shall
only be allocated to the extent the Member is still employed by
an Employer as of the effective date of the allocation. For
purposes of crediting interest under Section 4.04, a Member whose
additional amount is credited as of June 30, 2000 shall be deemed
to have fifty percent (50%) of such allocation as part of his
Cash Balance Account as of December 31, 1999 for purposes of
determining interest credits under Section 4.04.
Section 4.14. Vectren Energy Delivery of Ohio, Inc. Members.
Notwithstanding anything contained herein to the contrary and in
lieu of any other benefit payable under this Article or
Article V, the Members who were employed by Dayton Power & Light
Company immediately prior to the DPL Acquisition (as defined in
Section 2.66(h)) and who became employed by Vectren Energy
Delivery of Ohio, Inc. immediately after the DPL Acquisition
shall be entitled to retirement benefits payable at his Normal
Retirement Date equal to:
(a) the monthly benefit that would have been payable to him
under the benefit formula in effect for the Retirement
Income Plan of the Dayton Power and Light Pension Plan
("Dayton Pension Plan"), the terms of which are
incorporated into (and made a part of) this Plan, by
reference, at July 31, 2000, less
(b) the monthly benefit payable to him at his Normal
Retirement Date under the Dayton Pension Plan;
provided, however, that in determining the amount of benefit
payable under this Section, employment with Dayton Power and
Light Company shall be counted in determining a Member's service
for all purposes of this Plan. In addition, death benefits,
early retirement benefits and termination benefits shall also be
determined in accordance with the provisions of the Dayton
Pension Plan with an offset for the benefits actually payable
under the Dayton Pension Plan. Members who are not employed by
Vectren Energy Delivery of Ohio, Inc. immediately after the DPL
Acquisition but commence employment with Vectren Energy Delivery
of Ohio, Inc. at a date later than immediately following the DPL
Acquisition shall have their benefits under this Plan determined
in accordance with provisions of this Plan other than this
Section and shall not receive credit for any purposes of this
Plan their period of employment with Dayton Power & Light
Company.
ARTICLE V
OTHER BENEFITS
Section 5.01. Termination of Employment. The Accrued
Benefit and Cash Balance Benefit of a Member who terminates his
employment after completing at least five (5) Years of Service
shall be fully vested and nonforfeitable. The Member shall
receive his benefit in accordance with Article IV, as applicable,
commencing as of the first day of any month as elected by the
terminated Member; provided, however, that the non-Cash Balance
Benefit payable to a Transitional IEI Member shall not be payable
earlier than any date permitted under Article IV.
Commencing on the first (1st) calendar day of the month
coincidental with or immediately following such election, a
terminated Transitional IEI Member who has completed at least
sixty (60) Points at December 31, 1998 shall be entitled to a
Monthly Retirement Income equal to his Accrued Benefit (other
than his Cash Balance Benefit) as of the date of his termination
of employment but reduced in accordance with the following table
to account for the commencement of his benefit payments before
his Normal Retirement Date:
Age at Which Percentage of
Benefit Payments Commence Accrued Benefit Payable
62 94%
61 88%
60 82%
59 75%
58 68%
57 61%
56 54%
55 47%
54 40%
53 33%
52 26%
51 19%
50 12%
Straight line interpolation shall be used to determine
benefits at fractional ages.
Subject to the provisions of Section 4.02, prior to the
commencement of his Monthly Retirement Income a terminated Member
may elect to receive the Actuarial Equivalent of his benefits in
an optional form of payment. Notwithstanding anything expressed
or implied herein to the contrary, if a terminated Member dies
prior to the commencement of payment of his benefits hereunder,
no Death Benefit shall be payable under this Plan except as
otherwise provided in Section 5.02. Except as otherwise provided
in this Section and Section 14.04, a Member whose employment with
the Controlled Group Entities has terminated before his Normal
Retirement Date and his completion of at least five (5) Years of
Service shall not be entitled to any benefits under this Plan.
Section 5.02. Death Benefits prior to Benefit Commencement.
If a Member dies prior to the Annuity Starting Date, a death
benefit may be payable under the circumstances described below.
(a) Amount and Form of Benefit.
(i) Subject to the conditions set forth in
subsection (d) hereof, on the death of a single
or married active Member (whether or not vested
in accordance with Section 5.1), vested Member
or former Member, his Beneficiary, if his
Beneficiary has survived him, shall be entitled
to receive immediately a monthly benefit equal
to the Actuarial Equivalent of one hundred
percent (100%) of the Member's Cash Balance
Benefit that would have been payable had the
Member or former Member begun to receive
benefits at Normal Retirement Date, payable as
a single life annuity.
(ii) The Beneficiary of the benefit described in (i)
above may elect to receive the Cash Balance
Account balance in lieu of the annuity provided
for in (a)(i). Such election must be made by
notification to the Plan Administrator within
the ninety (90) day period ending on the date
the death benefit is due to commence. Any
election for a lump sum death benefit made
under this subsection (ii) may be revoked by a
Spouse during the specified election period.
Such revocation shall be effected by written
notification to the representative designated
by the Plan Administrator. Following such
revocation, another waiver under this
subsection (ii) may be made at any time during
the specified ninety (90) day election period.
(iii) Notwithstanding anything contained herein to
the contrary, with respect to a Transitional
IEI Member who has completed at least sixty
(60) Points at December 31, 1998, who dies
before his Annuity Starting Date and who is
survived by a Spouse, his Surviving Spouse
shall be entitled to a death benefit as
provided below. Unless an optional form of
benefit is selected within the Election Period
pursuant to a Qualified Election, if any vested
Member dies on or after the Earliest Retirement
Age, but prior to his benefit commencement
date, his Surviving Spouse (if any) should
receive the benefits that would have been
payable if that Member had begun to receive an
immediate Qualified Joint and Survivor Annuity
on the day before his date of death. The
Surviving Spouse may elect to commence payment
under such annuity within a reasonable period
after the Member's death; provided, however,
that if the benefits commence later than the
date on which payments would have been made to
the Surviving Spouse under a Qualified Joint
and Survivor Annuity, the payment shall be
actuarially adjusted consistent with Section
2.03 and Section 4.06 to reflect the delayed
payment. Unless an optional form of benefit is
selected within the Election Period pursuant to
a Qualified Election, if any vested Member dies
before the Earliest Retirement Age and before
his benefit commencement date, his Surviving
Spouse (if any) shall receive the benefit that
would have been payable if that Member had
terminated his employment with the Controlled
Group Entities on his date of death, survived
to the Earliest Retirement Age, retired with an
immediate Qualified Joint and Survivor Annuity
at the Earliest Retirement Age, and then died
on the day after the Earliest Retirement Age;
provided, however, that in the case of a vested
terminated Member, his benefit shall be
computed based on his Years of Service as of
the date at which his employment with the
Controlled Group Entities was actually
terminated. A Surviving Spouse shall begin to
receive payments at the Earliest Retirement Age
unless that Surviving Spouse elects a later
payment commencement date; provided, however,
that if a later payment date is elected by the
Surviving Spouse, the payments shall be
actuarially adjusted consistent with Section
2.03 and Section 4.06 to reflect the later
payment date. The death benefit described
under this subsection (iii) shall only apply to
the Transitional IEI Member's Accrued Benefit
as determined under the formula in effect on
December 31, 1998, and any death benefit
payable to that Member's Spouse or other
Beneficiary with respect to his Cash Balance
Benefit shall be determined under the other
provisions set forth in this Section.
(b) Election to Defer. A Member's or former Member's
surviving Spouse shall have the right to elect to
defer payment of the death benefit until the date the
Member would have reached his Normal Retirement Age,
had he lived. A non-Spouse Beneficiary shall receive
his or her benefit in the form of a single lump sum
and not have the right to defer commencment of the
benefit
(c) Information to Members. The Plan Administrator shall
provide a Member or former Member with information
with respect to the pre-Annuity Starting Date death
benefit which information shall be provided in a
manner similar to the information with respect to the
qualified joint and survivor annuity and in a manner
which will reasonably assure that it will be received:
(i) as soon as feasible after a Member becomes a
Member hereunder; and (ii) also within the one-year
period prior to the first day of the Plan Year in
which the Member or former Member attains age 32 and
ending with the close of the Plan Year preceding the
Plan Year in which the Member or former Member attains
age 35. In the case of a terminated Member who is
separated from service prior to the election period
noted above, the Plan Administrator shall provide a
terminated Member with the information within a one-
year period following separation from service with
respect to benefits accrued prior to separation from
service. In the case of a Member who commences
participation after age 32, the information shall be
provided to the Member as soon as feasible after he
became a Member, but no later than the end of the one-
year period after he becomes a Member.
(d) Election to Waive Pre-Annuity Starting Date Spouse's
Death Benefit-General Rules. A Member or former
Member who is married may waive the qualified pre-
Annuity Starting Date death benefit for his Spouse and
may designate an alternate Beneficiary to receive such
benefits by designating an alternate Beneficiary, but
only in accordance with the rules described below.
The election period to waive the pre-Annuity Starting
Date Spouse's death benefit shall be the period which
begins on the first day of the Plan Year in which the
Member attains age 35 and ends on the earlier of the
date of the Member's or former Member's death or the
Annuity Starting Date. In the case of a Member or
former Member, the applicable election period with
respect to benefits accrued before the date of such
separation from service shall not begin later than
such date.
Notwithstanding the foregoing, the election period to
waive the pre-Annuity Starting Date Spouse's death
benefit shall not begin earlier than the date on which
the Member or former Member is first married.
Any election to waive the pre-Annuity Starting Date
Spouse's death benefit shall not take effect unless
the Spouse of the Member or former Member consents
irrevocably in writing to such election and the
Spouse's consent acknowledges the effect of such
election, including the designation of a specific
Beneficiary, and the Spouse's consent is witnessed by
a Notary Public or authorized Plan representative.
Any consent necessary under this provision will be
valid only with respect to the Spouse who signs the
consent, or in the event of a deemed qualified
election the designated Beneficiary, and must be
limited to a specific alternate Beneficiary. Any new
waiver or change of Beneficiary will require a new
spousal consent. The requirements of this paragraph
may be waived if it is established to the satisfaction
of the representative designated by the Plan
Administrator that the consent may not be obtained
because there is no Spouse or because the Spouse
cannot be located or because of such other
circumstances as may be prescribed by regulation, in
which case a waiver will be deemed a qualified
election.
Any election to waive the pre-Annuity Starting Date
Spouse's death benefit made under this Section may be
revoked by the Member or former Member during the
specified election period. Such revocation shall be
effected by written notification to the representative
designated by the Plan Administrator. Following such
revocation, another waiver under this Section may be
made at any time during the specified election period.
A revocation of a prior waiver may be made at any time
by a Member or former Member without the consent of
the Spouse before the Annuity Starting Date. Any
actual or constructive election under this paragraph
having the effect of providing a Spouse's benefit
automatically shall be revoked if the electing Member
or former Member ceases to have a Spouse during the
election period, except to the extent required under a
qualified domestic relations order. However, if the
electing person subsequently remarries, the election
automatically will be reinstated at that time but will
be treated as a new election.
Section 5.03. Post Retirement Death Benefits. When a
Retired or Disabled Member who is receiving benefit payments
hereunder dies, his Beneficiary shall be entitled to any benefits
due under the basic or elected optional form of payment of his
Monthly Retirement Income.
Section 5.04. Small Benefits. Notwithstanding any other
provisions of this Plan and effective on and after January 1,
1990, if the Actuarial Value of a terminated or retiring Member's
vested Accrued Benefit, including his Cash Balance Benefit or, if
applicable, the Death Benefits payable to a Surviving Spouse
under Section 5.02 as calculated on or after termination or
retirement and on or before the Annuity Starting Date, when
aggregated with any earlier distribution, is greater than five
thousand dollars ($5,000) but not greater than ten thousand
dollars ($10,000), that Member or, if applicable, his Surviving
Spouse shall be permitted to elect that the Actuarial Value of
the benefits be paid in a single lump sum payment no later than
the last calendar day of the Plan Year following the Plan Year in
which that Member's employment termination date occurred;
provided, however, that if the Actuarial Value of a terminated or
retiring Member's vested Accrued Benefit, Cash Balance Benefit
or, if applicable, the Death Benefits payable to a Surviving
Spouse under Section 5.02 as calculated on or after termination
or retirement and on or before the Annuity Starting Date is and
has at no earlier time after the Member is first entitled to
begin to reserve benefits under this Plan not greater than five
thousand dollars ($5,000) and has not at any time exceeded such
amount, the Actuarial Value of the benefits shall automatically
be paid in a single lump sum payment no later than the last
calendar day of the Plan Year following the Plan Year in which
that Member's employment termination date occurred. The election
of the Member and the witnessed consent of the Member's Spouse
shall be obtained in writing within the ninety (90) calendar day
period ending on the Annuity Starting Date after receiving
notification which satisfies the requirements under Section
417(a)(3) of the Code. For purposes of this Section 5.04, if the
present value of a Member's vested Accrued Benefit and vested
Cash Balance Benefit is zero (0), that Member shall be deemed to
have received a distribution of his vested Accrued Benefit and
Cash Balance Benefit. No voluntary or involuntary cashout,
regardless of the dollar amount, shall be permitted under this
Section 5.04 after a Member's Annuity Starting Date.
Section 5.05. Commencement of Benefits. Unless a Member
otherwise elects an earlier or later payment commencement date as
herein provided, the payment of his benefits shall commence not
later than sixty (60) calendar days after the last calendar day
of the Plan Year in which occurs the latest of:
(a) that Member's reaching Attained Age sixty-five (65),
(b) the tenth (10th) anniversary of that Member's
Participation Date, or
(c) that Member's termination of employment with the
Controlled Group Entities;
provided, however, that except as otherwise permitted under
Section 5.04 or provided in Section 5.10, the payment of benefits
to a Member shall commence on or before April 1 of the calendar
year following that Member's taxable year in which the Member
reaches age seventy and one-half (70 1/2) or, if the Member has
not reached age seventy and one-half (70 1/2) before January 1,
1999 and is not a five percent (5%) owner of an Employer (within
the meaning of Section 416 of the Code) but only if later, the
April 1 of the calendar year immediately following the Member's
taxable year in which that Member's employment with the
Controlled Group Entities is terminated; provided, further, that
to the extent benefits commence after the April 1 following the
Member's taxable year that he reaches age seventy and one-half
(70 1/2), the benefits shall be increased actuarially, as
determined in accordance with Section 2.03 and applicable
Treasury regulations, to take into account the period after the
April 1 following the Member's taxable year that he reaches age
seventy and one-half (70 1/2) during which benefits are not paid.
Section 5.06. Cessation of Benefit Payments to Reemployed
Members. Notwithstanding any other provisions of this Plan, if
any retired or terminated Member shall be reemployed by a
Controlled Group Entity on a regular full-time basis after his
retirement or termination date and shall complete at least eighty
(80) Hours of Service per month, he shall be treated the same as
a Member continuing in the employ of the Controlled Group
Entities and that portion of his Monthly Retirement Income under
Article IV or under Article V which is attributable to
contributions made on his behalf by the Employers shall, to the
extent already in pay status, be suspended for such period as is
permitted under Section 5.05 and as he shall remain employed by
the Controlled Group Entities on a regular full-time basis and
complete at least eighty (80) Hours of Service per month.
Suspension of benefit payments to any such reemployed Member
shall be made only after written notice has been given to him by
personal delivery or certified mail, and such benefit suspensions
shall comply with all requirements then imposed pursuant to
Section 2530.203-3 of the Department of Labor Regulations
(Chapter 29 of the Code of Federal Regulations) which are
incorporated herein by reference.
Except as otherwise expressly provided herein and for the Non-
Cash Balance Benefit portion of the Plan, the Years of Service of
such a reemployed Member shall include the period of his
employment by the Controlled Group Entities without a Break in
Service prior to his initial retirement or termination date and,
except as otherwise provided herein, the period of his employment
by the Controlled Group Entities without a Break in Service
subsequent to his reemployment, but except as otherwise expressly
required herein such a reemployed Member's Years of Service shall
not include any service during the period commencing with his
initial retirement or termination date and ending on the calendar
day immediately preceding the date he resumed employment with an
Employer.
The initial balance of his Cash Balance Account upon his
reemployment shall equal his undistributed Cash Balance Account
(as adjusted to reflect additional interest credits under
Section 4.04) attributable to his prior period of participation
in this Plan; provided, however, that if the Member's benefit is
being paid in a form of an annuity and payments are suspended
under this Section 5.06, the annuity benefit shall first be
converted to a life annuity under Section 2.03, if not already in
the form of a life annuity, and shall then be converted from a
single life annuity to an Acturial Equivalent lump sum. The
Monthly Retirement Income otherwise payable under this Plan to
that Member after his period of reemployment on a regular full-
time basis by the Employers ends (whose benefit is not converted
into a Cash Balance Account) shall also be reduced by the
Actuarial Equivalent of the Monthly Retirement Income payments,
if any, which he previously received from this Plan to the extent
and in the manner permitted under the aforesaid regulations.
Section 5.07. Benefit Decreases Not Permitted.
Notwithstanding any other provisions of this Plan, the benefits
payable hereunder with respect to any Member shall not be
decreased by reason of any increase in the benefit levels or wage
base under Title II of the Federal Social Security Act or under
the Railroad Retirement Act of 1937 if the increase takes place
after the later of:
(a) September 2, 1974, or
(b) the earlier of the date payment of any benefits under
this Plan to that Member, his Spouse or other
Beneficiary commences or the date upon which the
employment by the Controlled Group Entities of a Member
who has a nonforfeitable right to benefits under this
Plan terminates.
Section 5.08. Data. Members, former or retired Members and
the Spouse or other Beneficiary of any deceased Member shall
furnish to the Plan Administrator or Trustee such documents,
evidence or information as the Plan Administrator or Trustee may
consider necessary or desirable for the purpose of administering
this Plan or to protect the Plan Administrator or Trustee; and it
shall be a condition of this Plan that each such person shall
furnish such information promptly and sign such documents as the
Plan Administrator or Trustee may require before any benefits
become payable under this Plan. Failure to furnish such
information or to sign such documents shall not result in any
forfeiture but shall be deemed to be a voluntary election to
postpone payments hereunder. No interest shall be paid on
benefits as to which the time of commencing payment has been
postponed as herein provided.
Section 5.09. No Duplication of Benefits. Except as
provided in Section 2.64 and Section 3.02 of this Plan and
notwithstanding any other provisions of this Plan, a Member shall
not be entitled to any benefits hereunder with respect to any
period of service with the Employers during which he is accruing
benefits under, or is a participant in, any other tax qualified
defined benefit pension plan towards which the Employers make
contributions on his behalf; nor shall he be entitled to any
benefits if, upon his retirement, he qualifies for any other
benefits under a tax qualified defined benefit pension plan
(other than benefits under the Federal Social Security Act) in
whole or in part financed by the Employers; nor shall the
benefits payable hereunder to any reemployed Employee exceed the
benefits he would otherwise have received had his employment by
the Employers been continuous. It is the intent of the Employers
that no Member shall receive greater benefits under this Plan by
virtue of the termination of an employment with the Employers and
his subsequent reemployment by an Employer or by virtue of the
termination of his status as an eligible Employee and his
subsequent resumption of eligible Employee status than those
benefits to which he would have been entitled under this Plan
assuming there had been no interruption in his employment by the
Employers or in his status as an eligible Employee. This Plan
shall be construed and interpreted in accordance with the above
restrictions and in such manner as to prevent any duplication of
benefits based on the same periods of employment by the
Employers.
Section 5.10. Direct Transfers. This Section applies to
distributions made on or after January 1, 1993. 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 Plan
Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover. For purposes
of this Section, the following terms shall have the meanings set
forth below:
(a) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or
any portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include: (1) 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, or for a
specified period of ten (10) years or more; (2) any
distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; and
(3) the portion of any distribution that is not
includible in gross income.
(b) Eligible retirement plan: An eligible retirement
plan is 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 trust described
in Section 401(a) of the Code, that accepts the
distributee's eligible rollover distribution.
However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account
or individual retirement annuity.
(c) Distributee: A distributee includes an Employee or
former Employee. In addition, the Employee's or
former Employee's surviving spouse and the
Employee's or former Employee's spouse or former
spouse who is an alternate payee under a qualified
domestic relations order, as defined in section
414(p) of the Code, are distributees with regard to
the interest of the spouse or former spouse.
(d) Direct rollover: A direct rollover is a payment by
the plan to the eligible retirement plan specified
by the distributee.
Section 5.11. Eligibility for Special Retirement Benefit. A
Member:
(a) who on the effective date of the Vectren Merger was an
Employee;
(b) who:
(i) is not offered employment with an Employer on and
after the Vectren Merger;
or
(ii) is offered employment with the Employers but does
not accept the offer because:
(A) the employment requires relocation to
Evansville, Indiana, or
(B) the position has a base salary which is less
than 90% of the base salary of the Member's
current position or results in a demotion
(as determined by the Plan Administrator in
its sole and complete discretion);
(c) who continues employment with the Employers after the
Vectren Merger until the Vectren Release Date (as such
term is defined below);
(d) who is not an officer of the Company or of a wholly
owned, direct or indirect, subsidiary of the Company
and who does not have in effect an employment agreement
with the Company or a Company subsidiary,
(e) who was a Member on the date on which his employment
with the Employers is terminated, and
(f) who, to the extent required by the Company, executes a
release on the form provided by the Company
shall be entitled to the benefits described in Section 5.12.
For purposes of this Article, the term "Vectren Release Date"
shall mean for each Member the date after the Vectren Merger
established by the Company for the Member through which the
Member must remain employed to be eligible for the special
benefits described in Section 5.12 or such other date consented
to by the Senior Vice President, Human Resources and
Administration of the Company. A Member whose employment is
terminated for reasons other than the reasons set forth above in
this Section shall not be eligible for the benefits described in
Section 5.12. Notwithstanding anything contained herein to the
contrary, the Company may restrict the eligibility, in whole or
in part, to any Member who is a highly compensated participant
(as such term is defined in Section 414(q) of the Code) to the
extent necessary for the Plan to meet the requirements of Section
401(a)(4) of the Code.
Section 5.12. Amount of Special Retirement Benefit. In
addition to the Member's benefits payable under other Sections of
this Plan a Member eligible under Section 5.11 shall be entitled
to a special benefit ("Special Benefit") determined in the
following manner. The Special Benefit, expressed as a single
lump sum, shall be equal to the product of:
(a) 102.35% and
(b) the product of:
(i) the Member's rate of base salary, expressed as a
weekly amount, in effect immediately prior to the
Member's termination of employment with the
Employers, and
(ii) a number equal to the sum of:
(A) the number of Member's Years of Service,
rounding up any fractional Year of Service
to the nearest whole number, and
(B) the number determined by dividing the
Member's base salary, expressed as an
annual amount, in effect immediately prior
to the Member's termination of employment
with the Employers, by $5,000 and rounding
up to the nearest whole number;
provided, however, that the number under this
subsection (ii) shall under no circumstances be
less than four (4) nor more than twenty-six (26).
The Special Benefit shall be fully vested and nonforfeitable
regardless of the Member's Years of Service. Payment of the
Special Benefit shall be effected in accordance with the
following rules:
(1) If the sum of the Actuarial Value of the Member's
Accrued Benefit payable under this Plan and the Special
Benefit is equal to or less than $5,000, the Special
Benefit shall be paid in a single lump sum as soon as
practicable after the Member's termination of
employment.
(2) If the sum of the Actuarial Value of the Member's
Accrued Benefit payable under this Plan and the Special
Benefit is greater than $5,000 and unless (pursuant to
a Qualified Election) the Member elects to receive the
Special Benefit in a single lump sum payable as soon as
practicable after the Member's termination of
employment, the Special Benefit shall be converted in
the manner set forth below to provide additional
monthly retirement income in the form of a Qualified
Joint and Survivor Annuity. The conversion of the
Special Benefit to a Qualified Joint and Survivor
Annuity shall be effected by applying the Applicable
Interest Rate and the applicable mortality table
described in the last paragraph of Section 2.03.
(3) With respect to any Member whose Special Benefit is not
paid in an immediate lump sum, the Member may elect for
the monthly benefit to commence immediately or, at the
option of the Member (but only if later), to commence
as of the Member's Normal Retirement Date. If the
Member's Annuity Starting Date is before the Member's
Normal Retirement Date, the amount of monthly benefit
payable shall be the Actuarial Equivalent to the amount
which would have been payable at his Normal Retirement
Date.
(4) Notwithstanding anything contained herein to the
contrary, commencement of the Special Benefit may be
delayed until as soon as practicable after the release
described in Section 5.11(e) becomes irrevocable.
ARTICLE VI
ADMINISTRATION
Section 6.01. Administration and Claims Appeal. The Plan
Administrator shall rely on the records of the Employers, as
certified to it, with respect to any and all factual matters
dealing with the employment of an Employee or Member. In case of
any factual dispute hereunder, the Plan Administrator shall
resolve such dispute, giving due weight to all evidence available
to it. The Plan Administrator shall interpret this Plan and
shall determine all questions arising in the administration,
interpretation and application of this Plan. All such
determinations shall be final, conclusive and binding except to
the extent that they are appealed under the following claims
procedure which shall be administered in accordance with Section
503 of the Act. If the written claim of any person to all or any
part of any payment or benefit under this Plan shall be denied,
the Plan Administrator shall provide to the claimant, within
ninety (90) calendar days after receipt of such written claim, a
written notice setting forth, in a manner calculated to be
understood by the claimant:
(a) the specific reason or reasons for the denial,
(b) specific references to the pertinent Plan provisions on
which the denial is based,
(c) a description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation as to why such material or information is
necessary, and
(d) an explanation of this Plan's claim review procedure.
Within sixty (60) calendar days after receipt of the above
material, the claimant shall have a reasonable opportunity to
request in writing a full and fair review of the claim denial by
the Plan Administrator. The claimant or his duly authorized
representative may, but only within the sixty (60) calendar day
period:
(e) request a review upon written notice to the Plan
Administrator,
(f) review pertinent documents, and
(g) submit issues and comments in writing
A decision on review by the Plan Administrator shall be made
not later than sixty (60) calendar days after receipt of a
written request for review, unless special circumstances require
an extension of time for processing, in which event a decision on
review shall be rendered as soon as possible but in no event
later than one hundred and twenty (120) calendar days after
receipt of such written request. The Plan Administrator's
decision on review shall be written and shall include specific
reasons for the decision, written in a manner calculated to be
understood by the claimant, with specific references to the
pertinent Plan provisions on which the decision on review is
based.
Section 6.02. Trustee Direction. The Secretary of the Plan
Administrator shall direct the Trustee in writing to make
payments from the Trust Fund to Members who qualify for such
payments hereunder, as certified to it by the Actuary. Such
written order to the Trustee shall specify the name of the
Member, his address, his Social Security number and the amount
and frequency of such payments.
Section 6.03. Nondiscriminatory Actions. The Plan
Administrator shall not take action or direct the Trustee to take
any action with respect to any of the benefits provided hereunder
or otherwise in pursuance of the powers conferred herein upon the
Plan Administrator which would be discriminatory in favor of
Members or Employees who are officers, shareholders or highly-
compensated employees or which would result in benefiting one (l)
Member or group of Members at the expense of another or in the
application of different rules to substantially similar sets of
facts.
Section 6.04. Fiduciary Responsibilities. The powers of the
Plan Administrator shall be specifically subject to the
allocation of fiduciary responsibilities contained in Article
VIII.
Section 6.05. Agents. The Plan Administrator may employ
such counsel (who may, but need not, be counsel to an Employer or
to the Trustee), accountants and other agents as it shall deem
advisable. The Employers shall pay, or cause to be paid from the
Trust Fund to the fullest extent then permitted under the Act and
under the Code, the reasonable compensation of such counsel,
accountants and other agents and any other reasonable expenses
incurred by the Plan Administrator in the administration of this
Plan and the Trust Fund.
ARTICLE VII
FINANCING
Section 7.01. Intent to Contribute. It is the intention of
the Employers on a pro rata basis, but they do not guarantee to
do so, to deposit with the Trustee from time to time the funds
actuarially necessary to provide the benefits under this Plan, in
a manner consistent with the funding standards mandated by the
Act and by the Code.
Section 7.02. Expenses. To the extent permitted under the
Act and under the Code, all reasonable expenses of administering
this Plan and the Trust Fund shall be paid from the Trust Fund;
provided, however, that notwithstanding the above, the Company
may, but is not required to, elect to have such expenses paid
directly by the Employers.
Section 7.03. Funding Standard Account. A funding standard
account shall be established and maintained, so that it may be
determined whether or not the Employers have complied with
minimum funding standards under the Act and under the Code.
ARTICLE VIII
THE TRUST FUND AND TRUSTEE
Section 8.01. Exclusive Benefit. Simultaneously with the
execution and delivery of this Plan and the Trust Agreement and
subject to any regulatory waiting periods, the Company directed
the funding agents of the Indiana Gas Plan and of the Central
Plan to transfer the assets attributable thereto to the Trustee.
Such funds and such other funds or securities that shall be
deposited with the Trustee under the terms hereof, and any
increment thereto and income therefrom, shall constitute the
Trust Fund established hereunder and shall be held by the Trustee
in trust in a manner consistent with the objectives of this Plan
and requirements imposed under the Code and under the Act for the
exclusive benefit of Members, Retired Members and Disabled
Members or their Beneficiaries or Spouses. The Trustee shall
hold and dispose of the pension fund in trust for the sole and
exclusive benefit of the Participants, their spouses or other
Beneficiaries (or estates) upon and subject to the provisions of
this Plan and to the provisions of the Trust Agreement.
Section 8.02. Trust Fund Purpose. The Trust Fund is
established and proposed to be continued in order to provide
benefits for Employees who are Members in the event of their
Total and Permanent Disability, Early, Normal, Late or Special
Retirement, other termination of employment, and under certain
conditions, Death Benefits for Spouses of deceased Members, all
in accordance with the terms and provisions of this Plan and
requirements imposed under the Code and under the Act.
Section 8.03. Investment Manager. Notwithstanding anything
to the contrary herein contained and except as otherwise provided
by the Trust Agreement, the Company may appoint an investment
manager or managers to manage all or a portion of the assets of
the Trust fund for which the Trustee is responsible for the
investment thereof; provided, however, that during any period in
which there is in existence an investment committee for the Plan
appointed by the Board of Directors of the Company, the power to
appoint an investment manager or managers shall reside with such
investment committee. If the Company or, if applicable, the
investment committee appoints an investment manager to manage the
Trust Fund, in whole or in part, and delivers to the Trustee a
copy of the instruments appointing the investment manager and
evidencing the investment manager's acceptance of such
appointment, an acknowledgment by the investment manager that it
is a fiduciary under this Plan and under the Act and a
certificate evidencing the investment manager's current
registration under the Investment Advisers Act of 1940, the
Trustee shall be fully protected in relying upon such instruments
and certificate until otherwise notified in writing by the
Company.
Section 8.04. Expenses. The Employers on a pro rata basis
shall pay, or cause to be paid from the Trust Fund to the fullest
extent then permitted under the Act and under the Code, all
necessary expenses that may arise in connection with the
administration of the Trust Fund. The Company and the Trustee
shall enter into a separate written agreement as to the amount of
the Trustee's fees. If such expenses or fees are not paid
directly by the Employers, the Trustee may deduct them from the
earnings or corpus of the Trust Fund to the extent then permitted
under the Act and under the Code.
Section 8.05. Investment Committee Directions.
Notwithstanding anything contained in this Article VIII to the
contrary and except as otherwise provided by the Trust Agreement
or by the Act or by the Code, it shall be the duty of the Trustee
to act strictly in accordance with any investment recommendations
or directions of the Investment Committee as to all of the Trust
Fund or a portion thereof. Except as otherwise provided by the
Act or by the Code, the Trustee shall be under no duty to
question any such recommendation or any such direction of the
Investment Committee or to review any securities or other
property held in the Trust Fund pursuant to such recommendations
or directions.
Section 8.06. Establishment of Section 401(h) Account.
Effective on and after January 1, 1995, the Company may elect to
make contributions to a separate account maintained by the
Trustee in accordance with Code Section 401(h) ("401(h) Account).
In such event, the Company shall expressly designate the amount
to be allocated to the 401(h) Account. The amounts held in the
401(h) Account, if any, shall be applied to provide post
retirement medical benefits to the covered Members and their
spouses and other beneficiaries; provided, however, that only
Members whose retirement benefits hereunder are in pay status
shall be eligible for benefits hereunder; provided, further, that
no amounts shall be applied to provide such benefits to key
employees (as such term is defined under Section 14.02) unless
the amounts are paid from separate sub-accounts of the 401(h)
Account maintained in the name of each such key employee. The
expenses eligible for reimbursement shall be limited to medical
expenses as defined in Code Section 213(e)(1). The maximum Plan
Year reimbursement which may be made to a Member and his spouse
and other beneficiaries shall not exceed an amount established by
the Company at the time of the first contribution. The medical
benefits provided hereunder must be subordinate to the retirement
benefits provided hereunder, and the aggregate Employer
contributions to be allocated to the 401(h) Account may not
exceed twenty-five percent (25%) of the aggregate contributions
made by the Employers to provide retirement benefits for the
period beginning on January 1, 1995. The amounts contributed to
the 401(h) Account must be reasonable and ascertainable, be
applied only for medical benefits (and not retirement benefits)
and may not be returned to the Employers until after the
satisfaction of all liabilities, and once satisfied, any
remaining funds in the 401(h) Account shall be returned to the
Employers. If a Member's interest in the 401(h) Account is
forfeited, the forfeiture amount shall reduce the amount required
to be contributed by the Employers under this Section.
ARTICLE IX
RESERVATION OF RIGHTS BY EMPLOYERS AND
LIMITATIONS ON RIGHTS OF MEMBERS
Section 9.01. Plan Voluntary. Although it is the intention
of the Employers that this Plan shall be continued and
contributions made regularly for each Plan Year, this Plan is
entirely voluntary on the part of the Employers and the
continuance of this Plan and the payments hereunder are not
assumed as a contractual obligation of the Employers. The
Employers do not guarantee or promise to pay or to cause to be
paid any of the benefits provided by this Plan.
Section 9.02. Right to Modify Plan. Vectren Corporation
specifically reserves the right in accordance with Article X, to
modify, suspend, in whole or in part, at any time or from time to
time and for any period or periods or to discontinue at any time
the contributions specified in Article VII.
Section 9.03. Employment Rights Not Affected. This Plan
shall not be deemed to constitute a contract between the
Employers and any Member or to be a consideration or an
inducement for the employment of any Member or Employee. Nothing
contained in this Plan shall be deemed to give any Member or
Employee the right to be retained in the service of the Employers
or to interfere with the right of the Employers to discharge any
Member or Employee at any time, regardless of the effect which
such discharge shall have upon him as a Member of this Plan.
Section 9.04. Payment from Other Plans. If any Member is or
becomes or upon proper application would become entitled to a
pension or other benefits under any other tax qualified defined
benefit pension plan of which the Employers have borne or of
which Richmond Gas Corporation or Terre Haute Gas Corporation has
borne, or are required to bear, any part of the cost, the Monthly
Retirement Income payable to that Member under the provisions of
this Plan shall be reduced to reflect the Actuarial Value of the
benefits payable under such other tax qualified defined benefit
pension plan to the extent that credit is granted under both
plans for the same Years of Service; provided, however, that if
any such other qualified defined benefit plan has a similar
offset applicable to benefits accrued under other qualified
defined benefit plans funded by the Employers, by Richmond Gas
Corporation or by Terre Haute Gas Corporation, benefits under
this Plan attributable to the same period of service shall first
be offset under this Plan before the offset described above is
applied for such other plan. The term "other tax qualified
defined benefit pension plan" shall not include any plan or
program under which benefits are provided wholly or in part by
public funds, State or Federal.
Section 9.05. Spendthrift Provision. None of the benefits
under this Plan shall be subject to the claims of creditors of
Members, Retired Members or Disabled Members or of their Spouses
or other Beneficiaries and such benefits shall not be subject to
attachment, garnishment or any other legal or equitable process.
Neither a Member, a Retired Member, a Disabled Member, a
Beneficiary nor a Spouse may assign, sell, borrow on or otherwise
encumber any of his beneficial interest in the Trust Fund, nor
shall any such benefits be in any manner liable for or subject to
the deeds, contracts, liabilities, engagements or torts of any
Member, Retired Member, Disabled Member, Beneficiary or Spouse.
Notwithstanding anything in this Plan to the contrary, a Member's
Spouse, Surviving Spouse, Beneficiary or any other person
claiming benefits on behalf of a Member shall have absolutely no
rights whatsoever under this Plan prior to the death of that
Member. It is the intention of the Employers that benefit
payments hereunder shall be made only at the times, in the
amounts and to the payees as specified in this Plan regardless of
any marital dissolution, bankruptcy or other legal proceedings to
which such payees may be a party. The preceding sentences shall
also apply to the creation, assignment or recognition of a right
to any benefit payable with respect to a Member pursuant to a
domestic relations order, unless such order is determined by the
Plan Administrator to be a qualified domestic relations order as
then defined in Section 414(p) of the Code. A domestic relations
order entered before January 1, 1985 shall be treated as a
qualified domestic relations order only if payment of benefits
pursuant to that order had commenced as of such date.
Section 9.06. Intent and Reversions. It is intended that
this Plan and the Trust Agreement shall continue to be approved
and qualified by the Internal Revenue Service as meeting the
requirements of the Code with respect to employee plans and
trusts:
(a) so as to permit the Employers to deduct for federal
income tax purposes the amount of their contributions
to the Trust Fund,
(b) so that contributions so made and the income of the
Trust Fund shall not be taxable to Members as income
until received, and
(c) so that the income of the Trust Fund shall be exempt
from federal income tax.
If the Commissioner of Internal Revenue or his delegate rules
that a deduction for all or any part of an Employer's
contribution is not allowed, that Employer shall recover, within
one (l) year after the disallowance of such deduction, that
portion or all of its contribution for which no deduction is
allowed. In addition, if an Employer makes a contribution as the
result of a mistake in fact, that Employer reserves the right to
recover the amount of such contribution, within one (l) year
following the date the contribution was transferred to the
Trustee.
ARTICLE X
AMENDMENTS
Subject to such advance written notice as may be required
under the Act or under the Code, the Chief Executive Officer or
the President of the Company reserves the right at any time and
from time to time, without the consent of Members, active or
retired, Spouses, Beneficiaries or any person or persons claiming
through them, to modify or amend, in whole or in part, any or all
of the provisions of this Plan, including specifically the right
to make any such amendments effective retroactively, if
necessary, to bring this Plan into conformity with governmental
regulations under the Act or under the Code which must be
complied with in order to make this Plan eligible for tax
benefits; provided, however, that no such modification or
amendment shall:
(a) effect any discrimination among the Members;
(b) increase the duties or responsibilities of the
Trustee without its written consent;
(c) cause or permit any part of the Trust Fund to be
diverted to purposes other than for the sole and
exclusive benefit of the Members, Retired Members
or Disabled Members or their Spouses or other
Beneficiaries or permit or cause any portion of
the Trust Fund to revert to or to become the
property of the Employer except to the extent
otherwise permitted in Section 9.06 or in Section
11.05 and then permitted by the Act and by the
Code; or
(d) change the vesting schedule in Section 5.01 or in
Section 14.04 unless each Member who had
completed three (3) or more Years of Service
prior to the effective date of such alteration,
amendment, modification, revocation or
termination is permitted to elect, within sixty
(60) calendar days after the latest of the date
on which the amendment is adopted, the date on
which the amendment is effective or the date on
which he is notified in writing by the Plan
Administrator of his rights under this subsection
(d), to have his vested interest determined
without regard to such alteration, amendment,
modification, revocation or termination;
provided, further, that no such modification or amendment on or
after July 30, 1984 (including a change in the actuarial basis
for determining optional or early retirement benefits) shall be
effective to the extent that it has the effect of decreasing a
Member's Accrued Benefit; provided, further, that the Board of
Directors of the Company must approve any Plan amendment that
results in an increase in benefits and costs to the Company with
a present value (as determined by the Actuary) as of the date of
the amendment in excess of one million dollars ($1,000,000).
ARTICLE XI
PERMANENT OR TEMPORARY DISCONTINUANCE OF PLAN
Section 11.01. Termination by Board of Directors. Subject
to such advance written notice or other requirements as may be
required under the Act or under the Code, any Employer, by action
of its Board of Directors, may suspend contributions to the Trust
Fund for any Plan Year and may terminate this Plan, in whole or
in part, at any time with respect to that Employer's Employees.
Section 11.02. Valuation and Apportionment. If any Employer
terminates this Plan or permanently suspends its contributions to
the Trust Fund or if a termination, in whole or in part, is
deemed to have occurred by operation of law with respect to that
Employer's Employees, the Plan Administrator shall direct the
Trustee to compute the value of the Trust Fund held for the
benefit of affected Members, Retired Members, vested terminated
Members, Disabled Members, Spouses and Beneficiaries otherwise
eligible to receive benefits hereunder. The Plan Administrator,
based upon the certification of the Actuary, shall apportion the
amount so valued to all such affected Members, Retired Members,
vested terminated Members, Disabled Members, and/or their Spouses
or other Beneficiaries in shares as determined in Section 11.03,
but subject to the provisions of Section 11.06.
Section 11.03. Allocation of Trust Fund. The value of that
portion of the Trust Fund remaining after providing for the
reasonable expenses of administration of this Plan and of the
Trust Fund to the fullest extent then permitted under the Act and
under the Code shall be allocated for purposes of paying Monthly
Retirement Income, Disability Payments and Death Benefits in the
order of precedence and in the amounts indicated in Section 4044
of the Act according to the principles set forth therein.
The allocation of the Trust Fund in accordance with this
Section 11.03 shall be based on the method of payment of Monthly
Retirement Income, Disability Payments or Death Benefits
specified in this Plan. If the Trust Fund assets on or after the
date of termination are insufficient to fund all benefits within
any class, the benefits of all lower order of precedence shall be
unfunded and the assets shall be allocated among Members of that
class on the basis of their respective actuarial reserves,
subject to the provisions of Section 4044 of the Act.
Section 11.04. Outstanding Expenses. In the event of
failure of an Employer upon termination of this Plan with respect
to its Employees to pay or to reimburse the Trustee or the
Actuary for the then outstanding charges or expenses incurred
hereunder, the Trustee, subject to any limitations then imposed
under the Act and under the Code, is empowered to satisfy such
claims by lien upon the Trust Fund, prior to making any
allocation to affected Members, vested terminated Members,
Retired Members, Disabled Members and their Spouses or other
Beneficiaries under this Plan in accordance with Section 11.02
and Section 11.03.
Section 11.05. Distribution. The application of the Trust
Fund on the foregoing basis shall be calculated by the Actuary
and certified to the Trustee by the Plan Administrator as of the
date on which this Plan was terminated. Subject to the
restrictions of the Act and of the Code, when the calculations
shall be completed, the interest of each affected Member, vested
terminated Member, Retired Member, Disabled Member, Beneficiary
and Spouse shall continue to be held in the Trust Fund pursuant
to the terms of Section 11.03 shall be liquidated and each of
their interests distributed to them in the form of annuity
contracts; provided, however, that any funds remaining after the
satisfaction of all liabilities to Members, vested terminated
Members, Retired Members, Disabled Members, Beneficiaries and
Spouses under this Plan, if due to erroneous actuarial
computation, shall be returned to the applicable Employers to the
fullest extent then permitted under the Code and under the Act.
The terms of any annuity contract purchased and distributed
pursuant to this Section 11.05 shall comply with the terms of
this Plan and with all requirements imposed by the Act or by the
Code, including but not limited to Spousal consent requirements.
Any such annuity contracts shall be nontransferable.
Section 11.06. Temporary Restriction on Benefits.
Notwithstanding any provisions contained herein to the contrary,
the amount of the Trust Fund assets contributed by the Employers
under this Plan which may be used in any Plan Year for the
benefit of any Member, including a vested terminated Member or a
Retired Member, who was among an Employer's twenty-five (25) most
highly-compensated employees for such Plan Year (herein referred
to as a "Highly Compensated Employee") or the Beneficiary of any
such Highly Compensated Employee shall be subject to the
restrictions described below:
(a) In the event of Plan termination, the benefit of
any Highly Compensated Employee shall be limited
to a benefit that is non-discriminatory under
Section 401(a)(4) of the Code.
(b) The annual payments to a Highly Compensated
Employee shall be restricted to an amount equal
to the payments that would be made on behalf of
such Highly Compensated Employee under a single
life annuity as the Actuarial Equivalent of the
sum of such Highly Compensated Employee's Accrued
Benefit and other benefits payable under the
Plan; provided, however, that the restrictions in
the subsection (b) shall not apply if:
(i) after payment to such Highly Compensated
Employee of all benefits (as such term is
defined below), the value of Plan assets
equals or exceeds one hundred and ten
percent (110%) of the value of current
liabilities (as defined in Section
412(l)(7) of the Code), or
(ii) the value of the benefits (as such term is
defined below) is less than one percent
(1%) of the value of current liabilities
(as defined in Section 412(l)(7) of the
Code).
For purposes of this Section, the term "benefit" includes loans
in excess of the amount set forth in Section 72(p)(2)(A) of the
Code, any periodic income, any withdrawal values payable to a
living employee and any death benefits not provided for by
insurance on the employee's life. This Section 11.06 is intended
to meet the requirements of Section 1.401(a)(4)-5 of the Income
Tax Regulations and shall be interpreted consistent with such
Regulations.
Section 11.07. Statutory Vesting. Notwithstanding any other
provisions of this Plan (except the provisions of Section 11.06),
should this Plan terminate or partially terminate, the rights of
all affected past or present Members to benefits accrued to the
date of such termination or partial termination, but only to the
extent then funded, shall be and become fully vested and
nonforfeitable regardless of the affected Members' ages or Years
of Service. To the extent that such benefits are not funded,
they shall become vested and nonforfeitable in accordance with
Section 4.07, Section 5.01 or, if applicable, Section 14.04.
ARTICLE XII
ACTUARY
Section 12.01. Calculations and Assumptions. The Actuary
shall make all actuarial calculations and perform all duties
required of him hereunder. In making an actuarial valuation of
this Plan and of the Trust Fund from time to time, the Actuary
may rely upon the written statement of the Trustee concerning the
assets in the Trust Fund and shall not be required to make any
independent calculations with respect thereto. The Actuary shall
certify to the Employers in writing the results of the
calculations required of him, and the Employers may rely thereon.
In making all calculations hereunder, the Actuary shall use such
actuarial tables as he deems appropriate but he shall use the
same tables in making all calculations during a specified period.
The Actuary shall employ actuarial assumptions and methods which
are reasonable under applicable laws. The Actuary may, to the
extent then permitted under the Act and under the Code, from time
to time change the actuarial tables and other assumptions used by
him hereunder.
Section 12.02. Valuation. The Actuary shall perform
periodically an actuarial valuation of this Plan and of the Trust
Fund and shall certify to the Employers in writing the results of
the valuation. The Actuary in his actuarial valuation shall
apply all gains arising in the operation of this Plan, including
but not necessarily limited to gains resulting from terminations
of employment of Members prior to qualifying for benefits
hereunder, to reduce the contributions of the Employers pursuant
to the funding method and actuarial tables then in use.
Section 12.03. Data Reliance. The Employers shall furnish
the Actuary such information on employees, payrolls and other
related data as the Actuary may require from time to time. The
Actuary may rely upon any information furnished him by the
Employers or by the Plan Administrator.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Unstated Rules. Any rules, regulations or
procedures that may be necessary for the proper administration or
functioning of this Plan that are not covered in this Plan or in
the Trust Agreement shall be promulgated and adopted by the Plan
Administrator.
Section 13.02. Headings. Any headings or subheadings in
this Plan are inserted for convenience of reference only and
shall be ignored in the construction of any provisions hereof.
Section 13.03. Construction. This Plan shall be construed
in accordance with the laws of the State of Indiana, except where
such laws are superseded by the Act. Any words herein used in
the masculine shall be read and construed in the feminine where
they would so apply. Words in the singular shall be read and
construed as though used in the plural in all cases where they
would so apply.
Section 13.04. Payment to Providers. In making any
distribution to or for the benefit of any minor or incompetent
Beneficiary, the Plan Administrator, in its sole, absolute and
uncontrolled discretion, may, but need not, order the Trustee to
make such distribution to a legal or natural guardian or other
relative of such minor or court-appointed committee of such
incompetent, or to any adult with whom such minor or incompetent
temporarily or permanently resides, and any such guardian,
committee, relative or other person shall have full authority and
discretion to expend such distribution for the use and benefit of
such minor or incompetent. The receipt of such guardian,
committee, relative or other person shall, to the extent thereof,
be a complete discharge to the Trustee, without any
responsibility on its part or on the part of the Plan
Administrator to see to the application thereof.
Section 13.05. Documents. An executed copy of this Plan and
the Trust Agreement shall be furnished to the Trustee. A
conformed copy of this Plan shall be furnished to the Actuary and
to the Plan Administrator. The Plan Administrator shall, in
accordance with the Act, make available to each Member or, if
deceased, to his Spouse or other Beneficiary for examination by
him, at the principal office of an Employer during regular
business hours, a copy of this Plan and the Trust Agreement and
such of its records or copies thereof as may pertain to any
benefits of that Member under this Plan.
Section 13.06. Severability. If any provisions of this Plan
shall be held illegal or invalid for any reason, such illegality
or invalidity shall not affect the remaining parts of this Plan
and this Plan shall be construed and enforced as if such illegal
and invalid provisions had never been inserted herein.
Section 13.07. Named Fiduciaries. For purposes of Part 4 of
Title I of the Act, the Employers, the Trustee, the Plan
Administrator, the Investment Committee and those parties to whom
any duties are allocated pursuant to Section 8.09, as such
provision may hereafter be amended, shall each be named
fiduciaries. All actions by named fiduciaries shall be in
accordance with the terms of this Plan and of the Trust Agreement
insofar as such documents are consistent with the provisions of
Title I of the Act and requirements imposed under the Code. Each
named fiduciary, while discharging its duties under this Plan,
shall act solely in the interest of Members and their Spouses or
other Beneficiaries and for the exclusive purpose of providing
benefits and defraying reasonable administrative expenses. Each
named fiduciary shall discharge its duties hereunder with the
care, skill, prudence and diligence under circumstances then
prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. Without
limiting the generality of the above, it is specifically provided
that the appointment and retention of the members of the Plan
Administrator or of any investment manager pursuant to Section
8.09 are duties of the Company or of the Trustee (whichever is
appropriate) for purposes of this Section 13.07.
Section 13.08. Allocation of Fiduciary Duties. The Plan
Administrator shall be responsible for the administration and
management of this Plan except for those duties hereinafter
specifically allocated to the Investment Committee, the Trustee
or to the Actuary. The Trustee shall have exclusive
responsibility for the management and control of the assets of
this Plan, except to the extent provided by Article XV and
Section 8.16 or to the extent that an investment manager is
appointed pursuant to Section 8.09. The Actuary shall have the
responsibility for establishing the actuarial assumptions and the
implementation of the actuarial cost method used to determine the
minimum required contributions and the maximum allowable
contributions for this Plan. The Plan Administrator shall have
exclusive responsibility for all matters specifically delegated
to it by the Employers in this Plan. Each named fiduciary shall
be responsible only for the specific duties assigned above and
shall not be directly or indirectly responsible for the duties
assigned to another fiduciary. The Plan Administrator shall be
deemed the Plan administrator for purposes of the Act.
Section 13.09. Errors. A misstatement in the age, sex,
length of Service, date of employment or birth, compensation or
marital status of a Member or any other such matter shall be
corrected when it becomes known that any such misstatement of
fact has occurred.
Section 13.10. Merger of Employer. In the event of a merger
or consolidation of an Employer or the transfer of all or
substantially all of its assets to any other corporation,
partnership or association, provision may be made by such
successor corporation, partnership or association at its sole
election for the continuance of this Plan by such successor
entity. Such successor shall, upon its election to continue this
Plan, be substituted in place of that Employer by an instrument
duly authorizing such substitution and duly executed by the
Employer and by its successor. Upon notice of such substitution
accompanied by a certified copy of the resolutions of the Board
of Directors of that Employer and of its successor authorizing
such substitution and delivered to the Trustee, the Trustee and
all Members hereunder shall be authorized to recognize such
successor in the place of that Employer.
Section 13.11. Maximum Annual Benefit. The total annual
benefits (including retirement, disability or severance benefits)
payable during any Plan Year to any Member, his Spouse or other
designated Beneficiary under this Plan or under any other tax
qualified defined benefit plans maintained by the Employers shall
not exceed the limitations contained in Section 415 of the Code.
Section 13.12. Defined Contribution Plans. If any Member is
a participant in any tax qualified defined contribution plan
maintained by the Employers and for Plan Years beginning before
January 1, 2000, the sum of his Defined Benefit Plan Fraction and
of his Defined Contribution Plan Fraction for any Plan Year shall
not exceed one (1).
Section 13.13. Adjustments. If as of any Anniversary Date
corrective adjustments are required pursuant to Section 13.11 or
Section 13.12, the Member's annual benefit shall be reduced by an
amount, determined by the Actuary, adequate to insure compliance
with Section 13.11 and Section 13.12.
Section 13.14. Plan Merger. In the case of any merger or
consolidation with or transfer of assets or liabilities of this
Plan to any other plan, such merger, transfer or consolidation
shall by its terms provide that each Member of this Plan would,
if that plan then terminated, receive a benefit immediately after
the merger, consolidation or transfer which is equal to or
greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer if this
Plan had then terminated. A minimum of thirty (30) calendar
days' prior written notice of any such transaction shall be given
to the Internal Revenue Service.
Section 13.15. Nondiversion of Plan Assets. The Employers
shall be entitled to no part of the corpus or income of the Trust
Fund and no part thereof shall be used for or diverted to
purposes other than for the exclusive benefit of the Members and
their Spouses or other Beneficiaries hereunder, except as
otherwise provided in Section 9.06 and in Section 11.05 and then
permitted under the Act and under the Code.
Section 13.16. Plan Priority of Excess Benefits. If the
limits contained in Section 13.11 and in Section 13.12 would be
exceeded in any Plan Year, the benefits accrued under this Plan
and under any other tax qualified defined benefit plans
maintained by the Employers and the Employer contributions to
each type of tax qualified defined contribution plan maintained
by the Employers shall be reduced in the following order of
priority:
(a) defined benefit plans,
(b) profit sharing plans,
(c) money purchase pension plans, and
(d) employee stock ownership plans.
Section 13.17. Extra-Ordinary Expenses. To the fullest
extent then permitted under the Code and under the Act, any extra-
ordinary expenses, including but not limited to Trustee's fees
and attorney's fees, incurred by this Plan as the direct result
of a benefit dispute, domestic relations order, bankruptcy or
other legal proceedings involving a Member's Accrued Benefits
under this Plan shall be set off from any benefit payments
otherwise due with respect to that Member in such manner as the
Plan Administrator deems appropriate to protect the interests of
the other Members and their Spouses or other Beneficiaries. Any
such set off shall be made only with respect to those benefits
which accrue after the adoption of this amendment and restatement
in order to preclude any retroactive effect on a Member's Accrued
Benefits.
ARTICLE XIV
TEFRA TOP-HEAVY RULES
Section 14.01. Application. The rules set forth in this
Article XIV shall be applicable with respect to any Plan Year
beginning after December 31, 1983 in which this Plan is
determined to be a Top-Heavy Plan. The provisions of this
Article XIV shall be applied only to the extent necessary to
comply with Section 416 of the Code and in a manner consistent
with all requirements then imposed under Section 416 of the Code.
Section 14.02. Determination. This Plan shall be considered
a Top-Heavy Plan with respect to any Plan Year if as of the last
calendar day of the immediately preceding Plan Year (the
"determination date"):
(a) the present value of the accrued benefits (as such
term is defined in Section 14.03) of key employees
(as such term is defined below) exceeds sixty
percent (60%) of the present value of the accrued
benefits (as such term is defined in Section 14.03)
of all Employees and former Employees (excluding
former key employees (as such term is defined
below)); provided, however, that effective for Plan
Years beginning after December 31, 1984 the accrued
benefits (as such term is defined in Section 14.03)
of any Member who has not completed at least one
(1) Hour of Service for the Controlled Group
Entities during a five (5) year period ending on
the determination date (as such term is defined
above) shall be disregarded, or
(b) this Plan is part of a required aggregation group
(as such term is defined below) and the required
aggregation group is top-heavy;
provided, however, that this Plan shall not be considered a Top-
Heavy Plan with respect to any Plan Year in which this Plan is
part of a required or permissive aggregation group (as such terms
are defined below) which is not top-heavy. For purposes of this
Article XIV, the term "key employee" shall include for any Plan
Year any Employee or former Employee who at any time during that
Plan Year or any of the four (4) immediately preceding Plan Years
is:
(c) an officer of a Controlled Group Entity whose
Section 415 Compensation from the Controlled Group
Entities is greater than fifty percent (50%) of the
maximum dollar limitation under Section 415(b)(1)(A)
of the Code in effect for the calendar year in which
the determination date (as such term is defined
above) falls,
(d) one (1) of the ten (10) Employees owning (or then
considered as owning within the meaning of Section
318 of the Code) the largest interest in a
Controlled Group Entity whose ownership interest in
that Controlled Group Entity is at least one-half of
one percent (0.5%) and whose Section 415
Compensation from the Controlled Group Entities is
equal to or greater than the maximum dollar
limitation under Section 415(c)(1)(A) of the Code in
effect for the calendar year in which the
determination date (as such term is defined above)
falls; provided, however, that if two (2) Employees
have the same interest in a Controlled Group Entity,
the Employee whose annual Section 415 Compensation
from the Controlled Group Entities is greater shall
be treated as having a larger interest in that
Controlled Group Entity,
(e) a five percent (5%) owner (determined without regard
to Sections 414(b), (c), (m) and (o) of the Code) of
a Controlled Group Entity,
(f) a one percent (1%) owner (determined without regard
to Sections 414(b), (c), (m) and (o) of the Code) of
a Controlled Group Entity whose Section 415
Compensation from the Controlled Group Entities is
in excess of one hundred and fifty thousand dollars
($150,000);
provided, however, that the Beneficiary of any deceased Employee
or of any deceased former Employee who was included as a key
employee by reason of this Section 14.02 shall also be included
as a key employee; provided, further, that an individual shall
only be included as a key employee to the extent then required by
Section 416(i) of the Code; provided, further, that for purposes
of determining whether an Employee is a key employee, amounts
contributed by the Employers to a salary reduction agreement
which are excludible under Section 125, Section 402(a)(8) or
Section 402(h) of the Code shall be counted in determining that
Employee's Section 415 Compensation. For purposes of this
Section 14.02, the term "non-key employee" shall mean any
Employee who is not a key employee. For purposes of this Section
14.02, the term "required aggregation group" shall include:
(g) all tax qualified retirement plans maintained by the
Controlled Group Entities in which a key employee
(as such term is defined above) is a participant;
provided, however, that the term "required
aggregation group" shall also include all tax
qualified retirement plans previously maintained by
the Controlled Group Entities but terminated within
the five (5) year period ending on the determination
date (as such term is defined above) in which a key
employee (as such term is defined above) was a
participant; and
(h) any other tax qualified retirement plans maintained
by the Controlled Group Entities which enable any
qualified retirement plan described in subsection
(g) above to meet the requirements of Section
401(a)(4) or Section 410 of the Code.
For purposes of this Section 14.02, the term "permissive
aggregation group" shall include all tax qualified retirement
plans that are part of a required aggregation group (as such term
is defined above) and any other tax qualified retirement plans
maintained by the Controlled Group Entities if such group will
continue to meet the requirements of Section 401(a)(4) and
Section 410 of the Code.
Section 14.03. Accrued Benefits. For purposes of this
Article XIV, accrued benefits with respect to any Plan Year shall
be determined as of the determination date (as such term is
defined in Section 14.02) for that Plan Year by the Actuary as of
the most recent valuation date which occurred within a
consecutive twelve (12) month period ending on such determination
date; provided, however, that the accrued benefits shall be
adjusted to the extent then required by Section 416 of the Code
to increase the accrued benefits by any rollovers or plan to plan
transfers (other than rollovers or plan to plan transfers which
are initiated by a Member from any tax qualified retirement plan
maintained by an unrelated employer and which are made after
December 31, 1983) made and allocated after the valuation date
but on or before such determination date and by any distributions
made to Members prior to the valuation date during any of the
five (5) consecutive Plan Years immediately preceding the Plan
Year for which the determination as to whether this Plan is a Top-
Heavy Plan is being made (including distributions from a
terminated plan which if not terminated would have been part of a
required aggregation group (as such term is defined in Section
14.02) but excluding death benefits paid to a Member to the
extent such benefits exceed the present value of that Member's
Accrued Benefits as determined in accordance with Section 2.01 on
the date immediately prior to his death) and to reduce the
accrued benefits by any rollovers or plan to plan transfers made
to this Plan after December 31, 1983 but on or before the
valuation date which are initiated by a Member from any tax
qualified retirement plan maintained by an unrelated employer and
by any deductible employee contributions. The valuation date
used for computing accrued benefits shall be the same valuation
date used for computing the cost of this Plan in accordance with
the minimum funding standards under Section 412 of the Code,
regardless of whether an actuarial valuation is actually
performed for that Plan Year. The actuarial assumptions used for
purposes of determining the present value of accrued benefits
shall be the same assumptions set forth in Section 2.03;
provided, however, that an interest assumption of five percent
(5%) shall be used. The accrued benefit of a non-key employee
shall be determined under the method, if any, that uniformly
applies for accrual purposes under all tax qualified defined
benefit plans maintained by the Controlled Group Entities or, if
there is no such method, as if such benefit accrued not more
rapidly than the slowest accrual rate then permitted under the
fractional rule of Section 411(b)(1)(C) of the Code.
Section 14.04. Vesting Provisions. Notwithstanding the
provisions of Section 5.01, with respect to any Plan Year in
which this Plan is determined to be a Top-Heavy Plan, a Member's
Accrued Benefit (as determined in accordance with Section 2.01)
shall vest in accordance with the following vesting schedule:
Vested Percentage of
Accrued Benefit Derived
Years of Service from Employer Contributions
less than two (2) years zero percent (0%)
two (2) years twenty percent (20%)
three (3) years forty percent (40%)
four (4) years sixty percent (60%)
five (5) years eighty percent (80%)
six (6) years or more one hundred percent (100%)
provided, however, that if this Plan becomes a Top-Heavy Plan and
subsequently ceases to be such:
(a) the vesting schedule shown above shall continue to
apply but only with respect to those Members who had
completed three (3) or more years of Service as of the
last calendar day of the final Top-Heavy Plan Year,
(b) the vesting schedule shown above shall continue to
apply but only with respect to the Accrued Benefits (as
determined in accordance with Section 2.01) of all
other Members as of the last calendar day of the final
Top-Heavy Plan Year, and
(c) the vesting schedule in Section 5.01 shall apply to the
Accrued Benefits (as determined in accordance with
Section 2.01) of the Members described in subsection
(b) above which accrue after the last calendar day of
the final Top-Heavy Plan Year.
Section 14.05. Minimum Benefit. Notwithstanding the
provisions of Section 2.01, the minimum Accrued Benefit (as
determined in accordance with Section 2.01) for each non-key
employee who has completed at least one thousand (1,000) Hours of
Service in this Plan shall be equal to the product resulting from
multiplying:
(a) two percent (2%) of his average monthly Section
415 Compensation during each of his five (5)
highest-paid consecutive calendar years, by
(b) each of his first ten (10) Years of Service after
December 31, 1983 with respect to Plan Years in
which this Plan is a Top-Heavy Plan.
Section 14.06. Code Section 415 Limitations. With respect
to any Plan Year in which this Plan is a Top-Heavy Plan and for
Plan Years beginning before January 1, 2000, Section 2.22 and
Section 2.23 shall be read by substituting the number one (1) for
the number one and twenty-five one hundredths (1 25/100ths)
wherever it appears therein; provided, however, that such
substitution shall not have the effect of reducing a Member's
Accrued Benefit (as determined in accordance with Section 2.01)
under any tax qualified defined benefit plan maintained by the
Controlled Group Entities prior to the first (1st) calendar day
of the Plan Year in which this Article XIV initially becomes
applicable.
ARTICLE XV
INVESTMENT COMMITTEE
The Chief Executive Officer of the Company shall appoint an
Investment Committee of at least three (3) members to serve at
the pleasure and under the direction of the Company Chief
Executive Officer.
Any person appointed to be a member of the Investment
Committee shall signify his acceptance in writing to the Chief
Executive Officer of the Company. Any member of the Investment
Committee may resign by delivering his written resignation to the
Company Chief Executive Officer, and such resignation shall
become effective upon delivery or at any later date specified
therein.
The members of the Investment Committee shall be paid by the
Employers such compensation as is from time to time determined by
the Company Chief Executive Officer; provided, however, that no
compensation shall be paid to the members of the Investment
Committee from the Trust Fund. The Employers, except as
otherwise provided by the Act, shall pay or reimburse the
Investment Committee for all expenses reasonably incurred by the
Investment Committee and, except as otherwise provided by the
Act, shall indemnify the Investment Committee and each member
thereof against all loss, liability and expense occasioned by any
act or omission to act taken or determined upon by it or him,
except any such act or omission which is due to willful
misconduct, fraud or lack of good faith.
The Investment Committee shall have the right to direct the
Trustee to purchase or acquire in any manner securities, stocks,
bonds or any other form of property, real or personal, except as
otherwise provided by the Act or by the Code. The Investment
Committee shall have the right, from time to time, to review the
securities or other property held by the Trustee in the Trust
Fund and should it seem advisable to the Investment Committee
that such securities or other property be disposed of, it shall
notify the Trustee in writing of its decision. Upon receipt of
such written notice and consistent with the Trust Agreement, the
Trustee shall dispose of the securities or other property as the
Investment Committee may direct, or in the absence of such
written direction, as the Trustee determines to be in the best
interest of the Trust Fund. Consistent with the Trust Agreement,
the Investment Committee shall have the power, from time to time,
to direct the Trustee to borrow money from any person (including
the Trustee in its individual capacity, except as otherwise
provided by the Act or by the Code), and it may direct the
Trustee to pledge any securities or other property for the
repayment of the loan. Consistent with the Trust Agreement, the
Trustee shall not be held responsible for any losses incurred by
the disposal of any securities or other property directed by the
Investment Committee so long as the directions of the Investment
Committee are made in accordance with the terms of this Plan and
are not contrary to Title IV of the Act or prohibitions imposed
under the Code.
ARTICLE XVI
ADOPTION AND WITHDRAWAL BY SUBSIDIARIES AND AFFILIATES
Section 16.01. Adoption by Affiliates. Any company which,
together with Vectren Corporation, constitutes a member of a
controlled group of corporations within the meaning of Section
414(b) of the Code may, with the approval of the Chief Executive
Officer or the President of the Company, adopt this Plan and
participate as an Employer in this Plan by the execution of an
instrument of adoption of this Plan which shall specify the
effective date of that party's participation. A listing of the
affiliates who have adopted this Plan is shown in Exhibit C.
Section 16.02. Withdrawal by Participating Employer. Any
participating Employer in this Plan may, by approval of the Chief
Executive Officer or the President of the Company, withdraw from
participation as an Employer in this Plan.
The provisions contained in this amended and restated Plan
shall, except as otherwise provided herein, apply only to an
employee who terminates his employment with the Controlled Group
Entities on or after January 1, 1999 or to a former employee who
on January 1, 1999 had a vested right to receive deferred
retirement income under this Plan. Except as otherwise provided
herein, the rights and benefits, if any, of any former employee
who did not have any vested rights under this Plan on January 1,
1999 shall be determined in accordance with the provisions of
this Plan which were in effect at the date on which his
employment with the Controlled Group Entities was terminated.
This amended and restated Plan has been executed this
day of , 2000 to be effective as of
July 1, 2000.
VECTREN CORPORATION
By: Lawrence A. Ferger
Lawrence A. Ferger
Chief Executive Officer
VECTREN CORPORATION
COMBINED NON-BARGAINING RETIREMENT PLAN
EXHIBIT C
The following are the participating Employers in the Plan:
(1) Indiana Gas Company, Inc., effective October 1, 1979.
(2) Indiana Energy, Inc., effective February 28, 1986.
(3) IGC Energy, Inc., effective February 28, 1986.
(4) IEI Investments, Inc., effective October 1, 1997.
(5) IEI Services, LLC, effective October 1, 1997.
(6) IEI Financial Services, LLC, effective April 1, 1998
(7) Southern Indiana Gas & Electric Company, effective
July 1, 2000
(8) Vectren Energy Delivery of Ohio, Inc., effective
July 1, 2000
(9) Vectren Utility Holdings, Inc., effective July 1,
2000
VECTREN CORPORATION
COMBINED NON-BARGAINING RETIREMENT PLAN
EXHIBIT D
The following Members are Transitional SIGECo Members:
(1)
(2)
(3)
VECTREN CORPORATION
COMBINED NON-BARGAINING RETIREMENT PLAN
EXHIBIT E
The following Members shall have the additional amounts credited
to their Cash Balance Account effective as of the date specified
below:
Name Effective Amount
Date
(1)
(2)
(3)