Exhibit
10.4


 


CASCADE NATURAL GAS CORPORATION 

EXECUTIVE DEFERRED COMPENSATION PLAN


 


Effective October 1, 2005


 


 


	
  Cascade Natural Gas Corporation

  	
   

  	
   

  
	
  a Washington corporation

  	
   

  	
   

  
	
  222 Fairview Avenue North

  	
   

  	
   

  
	
  Seattle, Washington 98109

  	
   

  	
  Company

  



 





















 


TABLE OF CONTENTS


 


	
  ARTICLE 1 Effective Date; Purpose and Nature of Plan; Plan Year

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Effective
  Date

  	
  1

  
	
  1.2

  	
  Purpose of
  Plan

  	
  1

  
	
  1.3

  	
  Nature of
  Plan

  	
  1

  
	
  1.4

  	
  Plan Year

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 Administration

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Pension
  Committee

  	
  1

  
	
  2.2

  	
  Committee
  Powers and Duties

  	
  2

  
	
  2.3

  	
  Company
  Functions

  	
  2

  
	
  2.4

  	
  Indemnity

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 Eligibility and Participation

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Eligibility

  	
  3

  
	
  3.2

  	
  Participant

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 Deferrals and Participants’ Accounts

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Establishment
  of Account

  	
  4

  
	
  4.2

  	
  Credit to
  Account

  	
  4

  
	
  4.3

  	
  Valuation
  Adjustments

  	
  4

  
	
  4.4

  	
  Unfunded;
  Trust

  	
  5

  
	
  4.5

  	
  Annual
  Statement of Account

  	
  6

  
	
  4.6

  	
  Nonassignment

  	
  6

  
	
  4.7

  	
  Reference
  Investment Fund Election

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 Payment of Accounts

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Time and
  Manner of Payment

  	
  6

  
	
  5.2

  	
  Death

  	
  7

  
	
  5.3

  	
  Change in
  Control

  	
  7

  
	
  5.4

  	
  Limitations
  on Certain Excess Payments

  	
  9

  
	
  5.5

  	
  Vesting

  	
  10

  
	
  5.6

  	
  Service

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 Claims Procedure

  	
  12

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Claims
  Procedures

  	
  12

  
	
  6.2

  	
  Decision on
  Initial Claim

  	
  12

  
	
  6.3

  	
  Review of
  Denied Claim

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 Amendment and Termination

  	
  14

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Amendment

  	
  14

  



 


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  7.2

  	
  Termination

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 General Provisions

  	
  15

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Governing
  Law

  	
  15

  
	
  8.2

  	
  Not Contract
  of Employment

  	
  15

  
	
  8.3

  	
  Attorneys’
  Fees

  	
  15

  
	
  8.4

  	
  Change in
  Form of Organization

  	
  15

  
	
  8.5

  	
  Notices

  	
  15

  
	
  8.6

  	
  Withholding

  	
  16

  



 


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INDEX OF TERMS


 


	
  Term

  	
   

  	
  Section

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Account

  	
   

  	
  4.1

  	
   

  	
  4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Committee

  	
   

  	
  2.1

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Death

  	
   

  	
  5.2

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ERISA

  	
   

  	
  1.3

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
  3.2

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plan Year

  	
   

  	
  1.4

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valuation
  Adjustments

  	
   

  	
  4.3

  	
   

  	
  4

  	
   

  



 


iii





















 


CASCADE NATURAL GAS CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN


 


 


Cascade
Natural Gas Corporation


a
Washington corporation


222
Fairview Avenue North


	
  Seattle, Washington 98109

  	
   

  	
  Company

  



 


Cascade Natural Gas Corporation (the “Company”) has adopted and
maintains the Cascade Natural Gas Corporation Executive Deferred Compensation
Plan (the “Plan”) in order to provide retirement benefits that will supplement
benefits provided by the Company’s tax-qualified retirement plans for certain
key executives.


 


ARTICLE 1


 


Effective Date; Purpose and Nature of Plan;
Plan Year


 


1.1          Effective
Date


 


This Restatement shall be effective October 1, 2005.


 


1.2          Purpose
of Plan


 


The purpose of this Plan is to assist the Company in attracting and
retaining key executives by providing such executives with supplemental
retirement benefits.


 


1.3          Nature
of Plan


 


This Plan is intended to be and shall be administered as an unfunded
plan primarily for the purpose of providing deferred compensation for a select
group of management or highly compensated employees within the meaning of §§ 201(2),
301(a)(3) and 401(a)(1) of the Employee Retirement Income Security
Act of 1974 (“ERISA”), as amended.


 


1.4          Plan
Year


 


The Plan year shall be a fiscal year, beginning on October 1 and
ending on the following September 30.


 


ARTICLE 2


 


Administration


 


2.1          Pension
Committee


 


(a)           The
Plan shall be administered by the Pension Committee of the Company’s board of
directors (“Committee”).  The Committee
shall have a Chair chosen 


 





















 


from among its members and a secretary who need not be a member.  Minutes shall be kept of all proceedings of
the Committee.  The Committee may act at
a meeting by a majority vote of a quorum present or without a meeting by action
recorded in a memorandum signed by a majority of all members.  A majority of members shall constitute a
quorum.


 


(b)           If
a trust is adopted to hold assets that may be used to pay benefits under the
Plan, the trustee of the Trust shall be given the names and specimen signatures
of the Committee members, the Chair and the secretary.  Documents may be signed for the Committee by
the Chair, the secretary or any other person designated by the Committee.


 


(c)           The
Committee shall be reimbursed for all expenses.


 


2.2          Committee
Powers and Duties


 


(a)           The
Committee shall interpret the Plan, shall decide any questions about the rights
of Participants and in general shall administer the Plan.  Any decision by the Committee shall be final
and bind all parties.  The Committee
shall have absolute discretion to carry out its responsibilities.


 


(b)           The
Committee shall keep records of all relevant data about the rights of all
persons under the Plan.  The Committee
shall determine eligibility to make deferrals and the time, manner, amount and
recipient of payment of benefits and shall instruct the trustee of the Trust on
distributions.


 


(c)           The
Committee may delegate all or part of its administrative duties to one or more
agents and may retain advisors to assist it. 
The Committee may consult with and rely upon the advice of counsel who
may be counsel for the Company.


 


(d)           The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent it shall deem
expedient to carry the Plan into effect, and the Committee shall be the sole
and final judge of such expediency.


 


(e)           No
member of the Committee shall participate in decisions or actions that affect
that member’s Plan benefits in particular.


 


2.3          Company
Functions


 


(a)           Except
as provided in (b), all Company functions or responsibilities shall be
exercised by the chair of the Company’s board of directors, who may delegate
all or any part of those functions.


 


(b)           Subject
to (d), the power to amend or terminate the plan may be exercised only by the
board of directors of the Company, except as provided in (c).


 


(c)           Subject
to (d), the chair of the Company’s board of directors may amend the plan to
make technical, administrative or editorial changes on advice of counsel to


 


2





















 


comply with applicable law or to simplify or clarify the plan.  The chair may delegate the amendment
authority.


 


(d)           Any
amendment that changes the design of this Plan must be approved by the board of
directors of the Company.


 


(e)           The
board of directors of the Company shall have no administrative or investment
authority or function.  Membership on the
Board shall not, by itself, cause a person to be considered a plan fiduciary.


 


2.4          Indemnity


 


The Company shall indemnify and defend any Plan fiduciary who is an
officer, director or employee of the Company from any claim or liability that
arises from any action or inaction in connection with the Plan subject to the
following rules:


 


(a)           Coverage
shall be limited to actions taken in good faith that the fiduciary reasonably
believed were not opposed to the best interest of the Plan.


 


(b)           Negligence
by the fiduciary shall be covered to the fullest extent permitted by law.


 


(c)           Coverage
shall be reduced to the extent of any insurance coverage.


 


ARTICLE 3


 


Eligibility and Participation


 


3.1          Eligibility


 


3.1-1       Subject to 3.1-2, the chief executive
officer shall be eligible to participate in this Plan for any Plan year.  Any other key executive of the Company shall
be eligible to make deferrals under this Plan for a Plan year if all of the
following requirements are satisfied:


 


(a)           The
employee is a member of a select group of management or highly compensated
employees.


 


(b)           The
employee is designated by the board of directors to participate in the Plan for
that year.


 


(c)           3.1-2
does not apply.


 


3.1-2       A Participant shall cease to participate in
the plan shall end no later than the date on which the Participant’s account
balance has been fully paid under 5.1, regardless whether the Participant’s
employment has terminated, unless the individual remains employed and the board
of directors designates the individual as eligible to continue to participate.


 


3





















 


3.2          Participant


 


“Participant” means a person who has satisfied either of the following
requirements:


 


(a)           The
person is eligible for Company deferrals under the Plan.


 


(b)           The
person has an Account balance under the Plan.


 


ARTICLE 4


 


Deferrals and Participants’ Accounts


 


4.1          Establishment
of Account


 


The Committee shall establish and maintain an Account for each
Participant solely for record-keeping purposes. 
Each Account shall begin with an opening balance of zero dollars.


 


4.2          Credit
to Account


 


The Account of each Participant shall be credited with the Net
Contribution Amount.


 


(a)           The
Net Contribution Amount shall be determined individually for each Participant
and shall be equal to the amount set out in a schedule for each
Participant that will be attached to this plan document.  The board of directors shall establish the schedule of
contributions and may change or eliminate contributions called for by the schedule at
any time.


 


(b)           The
Net Contribution Amount shall be credited as of the last day of the plan year.


 


4.3          Valuation
Adjustments


 


(a)           As
of each regular or special valuation date, each Participant’s Account shall be
adjusted.


 


(1)           Each
adjustment shall be equal to the percentage increase or decrease in value since
the last valuation date of the reference investment funds selected by the
Participant under 4.7, as if the Participant’s Account was invested in such
reference investment funds in the selected proportions.


 


(2)           Adjustments
to the value of Accounts shall be made before adding any contributions or
subtracting any withdrawals or other distributions made as of that date.


 


(3)           Appropriate
adjustments shall be made for any interim contributions or distributions since
the last valuation date.


 


4





















 


(4)           The
regular valuation dates shall be the last business day of each calendar month.


 


(b)           The
Committee shall establish reference investment funds, which may be based on the
investment return of assets invested by the Trustee or on any other real or
hypothetical fund whose investment objectives are defined by the
Committee.  The Committee may change the
character or identity of any reference investment fund.  The Committee shall inform all Participants
of the reference investment funds and the objectives of each.


 


(c)           Whenever
the Committee finds it desirable to avoid a material distortion in benefits or
otherwise to administer the Plan properly, it may do either of the following:


 


(1)           Call
for a special valuation.


 


(2)           Defer
pending distributions until after the next regular valuation date.


 


4.4          Unfunded;
Trust


 


(a)           The
Accounts and all amounts payable under this Plan shall be unfunded under ERISA
and the Internal Revenue Code and shall be payable only from the general assets
of the Company, except to the extent a trust is established under 4.4(b).  Subject to (b), the Participants shall have
no interest in any assets of the Company and shall have no rights greater than the
rights of any unsecured general creditor of the Company.


 


(b)           The
Company may, in its discretion, establish an irrevocable trust to assume the
liability for payment of benefits to Participants in certain circumstances, and
may transfer assets to such a trust.


 


(1)           Assets
placed in such a trust shall be for use only to pay Plan benefits, or, if the
Company is insolvent, to pay creditors.


 


(2)           Such
a trust shall be intended to be a grantor trust under section 677 of the
Code and applicable regulations.  Income
of the trust is to be taxable to the company.


 


(3)           If
the Company creates a trust, assets transferred to the trust shall be invested
at the absolute discretion of the Committee, the trustee of the trust (“Trustee”),
or both, on a shared basis, as provided in the trust.


 


(4)           The
guideline investment funds under 4.3 shall be purely for the purpose of
measuring the rate of return credited to Participant Accounts under 4.3.  Neither the Company, the Committee nor the
Trustee shall be required to invest in accordance with Participant’s elections.  The Company, the Committee and the Trustee
may, however, choose to invest in the elected guideline funds in accordance
with the elections and shall incur no liability for doing so.


 


5





















 


4.5                               Annual
Statement of Account


 


After the end of each calendar quarter, the Committee shall furnish to
each Participant a statement showing the balance of the Participant’s Account
at the beginning and the end of the year and the amounts added to or subtracted
from the Participant’s Account during the year.


 


4.6                               Nonassignment


 


The rights of a Participant under this Plan are personal.  Except for payments after a Participant’s
death, no interest of a Participant under this Plan may be assigned,
transferred, seized by legal process or subjected to the claims of creditors in
any way.  A Participant’s rights under
this Plan are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge or encumbrance. 
In particular, such rights are not subject to the debts, contracts,
liabilities, engagements or torts of the Participant.


 


4.7                               Reference
Investment Fund Election


 


(a)           In
the deferral election, a Participant shall select, among the choices
established by the Committee under 4.4(b) and in the minimum increments
established by the Committee, the investment funds and percentage allocation
among such funds to be used as reference measurements under 4.3(a).  The reference investment fund selections will
remain effective until a new reference investment fund selection is made.  If no reference investment fund selection has
been made, the Committee shall determine the reference fund or funds.  The Committee, the Company and the Company’s
employees shall have no responsibility for the selection made by the Participant.


 


(b)           All
reference investment fund selections shall be by written notice to the
Committee.  The Committee shall adopt rules for
reference investment fund selections, which may restrict amounts and
timing.  Changes in reference investment
fund selections shall be made with reasonable notice determined by the
Committee.


 


(c)           The
Trustee may, but shall not be required to, purchase the investment funds
selected by the Participant under 4.7(a).


 


ARTICLE 5


 


Payment of Accounts


 


5.1                               Time
and Manner of Payment


 


(a)           Subject
to 5.2 and 5.4, the vested portion of a Participant’s Account, adjusted through
the last regular or special valuation on or before payment, shall be paid in a
lump sum payment made on the first day of the calendar month that starts 45
days after the earlier of the following:


 


(1)           The
date the Participant terminates employment for any reason, subject to (b).


 


6





















 


(2)           The
date a change in control occurs under 5.3.


 


(b)           Subject
to 5.2 and 5.4, payments with respect to a Participant who is a key employee
shall not be made earlier than six months following termination of employment,
unless the termination is on account of disability as defined in 5.5(b) or
on account of a Change in Control under (a)(2). 
“Key employee” is defined in Code section 416(i) (as applied
without regard to paragraph (5) of Code section 416(i)).


 


(c)           The
Company may withhold from any payments any income tax or other amounts as
required by law.


 


5.2          Death


 


(a)           The
vested portion of a Participant’s Account shall be paid in single sum payment
on the first day of the calendar month that starts 45 days after the date the
Participant dies.


 


(b)           An
amount payable on death of a Participant shall be paid to the Participant’s
beneficiary as follows:


 


(1)           To
the surviving beneficiary or beneficiaries designated by the Participant in
writing to the Committee.  If the
Participant’s spouse is a designated beneficiary and the Participant and spouse
divorce, the beneficiary shall be determined as though the former spouse had
predeceased the Participant.  A
designation by a married Participant of a beneficiary other than the surviving
spouse shall not be effective without spousal consent.


 


(2)           If
there is no surviving beneficiary under (1), then to the following:


 


(A)          The
Participant’s surviving spouse.


 


(B)           If
there is no surviving spouse, then to the Participant’s surviving children in
equal shares.


 


(C)           If
there is no surviving spouse or child, then to the Participant’s estate.


 


5.3          Change
in Control


 


For purposes of determining whether a Change in Control has occurred
and whether termination of employment is on account of a Change in Control, the
following definitions shall apply:


 


(a)           “Change
in Control” means a change in ownership of the Company under (b), a change in
effective control of the Company under (c), or a change in the ownership of a
substantial portion of the Company’s assets under (d).


 


7





















 


(b)           A
change in ownership occurs on the date that any one person or more than one
person acting as a group acquires ownership of stock of the Company that,
together with stock already held by such person or group, constitutes more than
50 percent of the total fair market value or total voting power of the Company’s
stock.


 


(1)           A
change in ownership will not be deemed to occur if, before the person or group
acquires additional Company stock, the person or group acquiring Company stock
owned, or is treated as owning, more than 50 percent of the total fair market
value or total voting power of Company stock.


 


(2)           An
increase in the ownership percentage of the person or group as a result of a
transaction in which the Company redeems its stock for cash or other property
will be treated as an acquisition by the person or group.


 


(3)           Ownership
of stock will be determined by applying the rules in section 318(a) of
the Internal Revenue Code and by treating stock underlying a vested option as
owned by the individual who holds the vested option, unless the stock to which
the option applies is not substantially vested as defined in Treasury
regulation section 1.83-3(b) and (j).


 


(4)           Persons
who will be considered as acting as a group to acquire or hold Company stock or
effective control of the Company to the extent provided by applicable
regulations or other written guidance published by the Internal Revenue
Service.


 


(c)           A
change in effective control of the Company shall occur, regardless whether a
change in ownership occurs under (b), on the date that an event described in
(c)(1) or (c)(2) occurs, subject to (c)(3).


 


(1)           A
change in effective control occurs on the date that any one person or more than
one person acting as a group acquires (or has acquired during the 12-month
period that ends on the date of the most recent acquisition by such person or
group) ownership of Company stock possessing more than 35-percent of the total
voting power of the Company’s stock.


 


(2)           A
change in effective control also occurs on the date that a majority of the
Company’s board of directors is replaced during any 12-month period by
directors whose election is not endorsed by a majority of the Company’s board
members prior to the date of election or appointment.


 


(3)           A
change in effective control will not result from the acquisition of additional
control of the company by any person or group that, immediately before such
acquisition, owned more than 35 percent of the total voting power of the
Company’s stock.


 


(d)           A
change in ownership of a substantial portion of the Company’s assets occurs on
the date that any person or more than one person acting as a group acquires (or
has acquired during the 12-month period ending on the date of the most recent
acquisition 


 


8





















 


by such person or group) Company assets with a total gross fair market
value equal to 40 percent or more of the total gross fair market value of all
of the Company’s assets immediately prior to the acquisition (or series of
acquisitions).


 


(1)           Gross
fair market value for this purpose means the value of the Company’s assets or
the value of the assets being disposed of, without regard to any liabilities
associated with such assets.


 


(2)           No
Change in Control occurs solely because the Company transfers assets to an
entity controlled by the Company’s shareholders immediately after the transfer.


 


(3)           No
change in ownership of the Company’s assets is deemed to occur solely by reason
of a transfer of the Company’s assets to any of the following:


 


(A)          A
shareholder of the Company (immediately before the asset transfer) in exchange
for the Company’s stock.


 


(B)           An
entity, half or more of whose total value or voting power is owned by he
Company (directly or indirectly).


 


(C)           A
person or group that owns (directly or indirectly) 50 percent or more of the
value or voting power of all of the Company’s outstanding shares.


 


(D)          An
entity, half or more of whose total value or voting power is owned (directly or
indirectly) by a person who owns 50 percent or more of the value or voting
power of the Company’s outstanding shares.


 


5.4          Limitations
on Certain Excess Payments


 


No payments shall be made to a Participant under this Plan that would
constitute excess parachute payments within the meaning of Section 280G of
the Internal Revenue Code.


 


(a)           The
determination of whether payments constitute excess parachute payments shall be
made by the Committee, with the advice of counsel.  The Committee shall notify the Participant
and any other interested parties of its determination which shall be final and
binding on all parties.


 


(1)           The
Committee shall notify the Company and the Participant in writing of its
determination within 5 business days after the Participant’s employment
terminates.


 


(2)           The
notice shall list all payments that are deemed to constitute excess parachute
payments and include the Committee’s determination of the present value of each
listed payment.


 


9





















 


(b)           In
determining whether payments under the Plan constitute excess parachute
payments, the Committee shall take into account any other payments of
compensation that must be counted under Section 280G.


 


(c)           The
Participant may, by written notice to the Committee and the Company, elect to
receive any combination of benefits to which the Participant is otherwise
entitled, that will not exceed the maximum amount that can be paid to the
Participant without resulting in excess parachute payments.


 


(d)           If
the Participant fails to provide timely notice of an election to receive a
combination of benefits, the Committee shall determine the payments that are to
be reduced to avoid paying any excess parachute payments to the Participant.


 


5.5          Vesting


 


(a)           A
Participant’s Account shall vest and become nonforfeitable only after the first
of the following occurs:


 


(1)           The
Participant completes five Years of Service


 


(2)           The
Participant dies.


 


(3)           The
Participant is determined to have become permanently disabled.


 


(4)           A
Change in Control (as defined in 5.3) occurs.


 


(b)           A
Participant shall be deemed to be disabled if either of the following apply:


 


(1)           The
Participant is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be
expected to result in death or to last for a continuous period of at least 12
months.


 


(2)           The
Participant is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or to last for a continuous
period of at least 12 months, receiving income replacement benefits for a
period of at least 3 months under an accident and health plan covering the
Company’s employees.


 


5.6          Service


 


Service shall be determined on an elapsed time basis as follows:


 


(a)           A
period of service shall start on the day the employee first performs an Hour of
Service for the Company and end on the employee’s Severance from Service,
subject to (a)(4).


 


10





















 


(1)           A
period of service shall start on the day the employee first performs an Hour of
Service for the Company and end on the employee’s Severance from Service,
subject to (a)(4).


 


(2)           “Hour
of Service” means an hour for which an employee is paid, or entitled to
payment, for the performance of duties.


 


(3)           “Severance
from Service” means the earlier of the date the employee quits, retires, is
discharged or dies, or the first anniversary of the date the employee ceased
performing Hours of Service for any other reason, subject to (b).


 


(4)           An
employee’s Severance from Service shall be disregarded in determining service
under (a)(1) if the employee returns to perform an Hour of Service for the
Company within twelve months after the earlier of the date the employee quits,
retires, is discharged or dies, or the date the employee ceased performing
Hours of Service for any other reason, subject to (b).


 


(b)           The
Severance from Service of an employee on a leave of absence under (c) shall
be deferred to the end of the leave unless (d) applies.  An employee’s nonsuccessive service shall be
aggregated.


 


(c)           Leaves
of absence during which a Severance from Service shall not occur under (a)(2) shall
mean the following:


 


(1)           Leave
of absence authorized by the Company if the employee returns or retires within
the time fixed by the Company and otherwise fulfills all conditions imposed by
the Company.


 


(2)           Leave
of absence in accordance with the Company policies because of illness or
accident, including disability, if the employee returns promptly after
recovery.


 


(3)           Periods
of military service if the employee returns with employment rights protected by
law.


 


(4)           In
authorizing leaves of absence, the Company shall treat all employees similarly
situated alike as much as possible.


 


(d)           If
a person on leave fails to meet the conditions of the leave or fails to return
to work when required, the following shall apply:


 


(1)           If
the leave is not for military service and the failure is because of death,
disability or retirement, the employee shall be discharged and accrual of Years
of Service shall stop when the failure occurs.


 


(2)           If
(d)(1) does not apply, the employee shall be discharged and accrual of
Years of Service shall stop as of the earlier of the date the failure 


 


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occurs, or the first anniversary of the date the employee ceased performing
Hours of Service.


 


(3)           Periods
of military service if the employee returns with employment rights protected by
law.


 


(4)           No
previous allocation of contributions shall be changed


 


(e)           A
Break in Service is a 12-month period starting on an employee’s Severance from
Service date if the employee has no Hours of Service in that period.


 


ARTICLE 6


 


Claims Procedure


 


6.1                               Claims
Procedures


 


The Committee shall establish administrative processes and safeguards
to ensure and verify that claims decisions are made in accordance with the plan
and that, where appropriate, plan provisions have been applied consistently
with respect to similarly situated claimants. 
Any person claiming a benefit, or requesting an interpretation, ruling
or information, shall present the request in writing to the chair of the
Committee, who will decide the claim.


 


6.2                               Decision
on Initial Claim


 


The Committee will respond to a claim as follows:


 


(a)           The
Committee will notify the claimant of the adverse determination within a
reasonable time not longer than 90 days after the plan received the claim
unless special circumstances require an extension of time.


 


(b)           The
Committee will notify a claimant in writing of the need for any extension under
(a) before the end of the initial 90 days. 
Any notice of extension will indicate the special circumstances
requiring the extension and the date by which a decision is expected.  Any extension will be no longer than another
90 days after the initial period.


 


(c)           If
the claim involves a disability determination, the Committee will notify the
claimant of the adverse determination within 45 days after the plan received
the claim unless special circumstances require an extension of time


 


(1)           The
Committee will notify a claimant in writing of the need for an extension, which
will be no more than 30 days unless a second extension is required, which will
be no more than an additional 30 days.


 


(2)           If
an extension of time to decide a disability claim is required because the
claimant failed to supply information specified in the extension notice, the
claimant will have at least 45 days in which to provide the information 


 


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and the time for deciding the claim will be delayed by the number of
days until the claimant responds to the request for additional information or
until the date for the claimant to respond has passed, whichever occurs first.


 


(d)           The
Committee will provide the claimant with written or electronic notification of
any adverse determination on a claim, including.


 


(1)           The
specific reason or reasons for the determination.


 


(2)           Reference
to the specific plan provisions on which the determination is based.


 


(3)           A
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why it is necessary.


 


(4)           A
description of the review procedures under 6.3 and the applicable time limits.


 


(5)           A
statement of the claimant’s right to bring a legal action under ERISA following
any adverse determination on review


 


6.3          Review
of Denied Claim


 


Any person whose claim or request is denied may request review by
notice in writing to the Committee.


 


(a)           A
request to review a claim must be submitted to the chair of the Board in
writing no later than


 


(1)           For
claims that involve a disability determination, the applicable deadline is 180
days after the claimant receives notice of the adverse determination.


 


(2)           For
all other claims, the applicable deadline is 60 days after the claimant
receives notice of the adverse determination.


 


(b)           The
claimant may submit written comments, documents, records and other information
relating to the claim.  Upon request and
at no charge, the claimant may have copies of any document, record or other
information that was relied on in making the determination, was submitted,
considered or generated in the course of making the determination, whether or
not relied on, or demonstrates compliance with the processes and safeguards
under 6.2(a).


 


(1)           The
Committee’s review shall take into account all comments, documents, records and
other information submitted by the claimant relating to the claim, whether or
not considered in the initial determination.


 


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(2)           If
the appeal is for a claim that involves a disability determination, the
claimant shall be provided the name of any medical or vocational expert whose
advice was obtained in reviewing the initial claim.


 


(3)           If
the appeal is for a claim that involves a disability determination, the Committee
will not defer to the initial claim denial. 
If the denial was based on a medical judgment, the Committee will
consult a medical professional, such as a doctor, trained in the medical field
involved in judging the disability claim. 
The person consulted will not be the same person consulted in deciding
the initial claim.


 


(4)           The
Committee may, but shall not be required to, grant the claimant a hearing.


 


(c)           The
full Committee shall review any appeal and shall respond as follows:


 


(1)           The
Committee will notify the claimant of its determination on review within a
reasonable time not longer than 60 days (45 days in the case of a claim
involving a disability determination) after the plan received the request for
review unless an extension of time is required for a hearing or other special
circumstances.


 


(2)           The
Committee will notify a claimant in writing of the need for any extension
before the end of the initial 60 days (45 days in the case of a claim involving
a disability determination).  Any notice
of extension will indicate the special circumstances requiring the extension
and the date by which a decision is expected. 
No extension will be longer than another 60 days (45 days in the case of
a claim involving a disability determination) after the initial period.


 


(3)           The
Committee will provide the claimant with written or electronic notification of
its determination on appeal.  If the
determination is adverse, the notice will include the specific reason or
reasons for the determination, Reference to the specific plan provisions on
which the determination is based, A statement that, upon request and at no
charge, the claimant may have copies of any document, record or other
information under 6.3(b), and a summary of the claimant’s right to bring a
civil action under ERISA.


 


ARTICLE 7


 


Amendment and Termination


 


7.1          Amendment


 


The Company may amend this Plan effective the first day of any month by
written instrument.  Participants shall
be notified of any amendment.


 


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7.2          Termination


 


The Company may terminate this Plan effective the first day of any
month after notice to the Participants or earlier as provided in 8.4.  On termination, the following shall apply:


 


(a)           Amounts
deferred and credited to the Accounts before the effective date of termination
shall remain deferred.


 


(b)           Amounts
that have not yet vested shall fully vested on termination of the Plan.


 


(c)           Amounts
in an Account shall remain to the credit of the Account, shall continue to be
credited with a valuation adjustment as provided in 4.3 and shall be paid out
in accordance with Article 5.


 


ARTICLE 8


 


General Provisions


 


8.1          Governing
Law


 


This Plan shall be construed according to the laws of Washington except
as preempted by federal law.


 


8.2          Not
Contract of Employment


 


Nothing in this Plan shall give any employee the right to continue
employment.  The Plan shall not prevent
discharge of any employee at any time for any reason.


 


8.3          Attorneys’
Fees


 


If suit or action is instituted to enforce any rights under this Plan,
the prevailing party may recover from the other party reasonable attorneys’
fees at trial and on any appeal.


 


8.4          Change
in Form of Organization


 


If the Company merges, consolidates or otherwise reorganizes, or if its
business or assets are acquired by another company, this Plan shall continue
with respect to those eligible individuals who continue in the employ of the
successor company.  This transition of
employers shall not be considered a termination of employment for purposes of
this Plan.  In such an event, however, a
successor corporation may terminate this Plan on the effective date of the
succession by notice to Participants within a reasonable time no later than
ninety (90) days after the succession.


 


8.5          Notices


 


Any notice under this Plan shall be in writing and shall be effective
when actually delivered or, if mailed, when deposited postage prepaid.  Mail shall be directed to the Company 


 


15





















 


at the address stated in this Plan, to the
Participant at the address stated in the deferral election or to such other
address as a party may specify by written notice to the other parties.  Notices to the Committee shall be sent to the
Company’s address.


 


8.6          Withholding


 


The Company may withhold from any amounts paid under this Plan any
income tax or other amounts as required by law.


 


 


	
   

  	
  CASCADE NATURAL GAS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Larry L. Pinnt

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Executed:

  	
  January 11, 2006

  
						



 


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