nicorgassupretirement.htm


    Nicor Inc.

    Form 8-K

    Exhibit 10.11

     

    
 

     

     

     

     

     

    
 

    Nicor Gas Supplementary
Retirement Plan

     

    (As
Amended And Restated for Post-2004 Benefits, Effective January 1,
2008)

     

    


     

    


     

     

     

    


     

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

     

    Page

     

     

    
      	
              SECTION
      1 GENERAL

            	- 1
      - 


    

     

    
      	
               
      

            	
              1.1

            	
              History,
      Purpose and Effective Date 

            	
              - 1
-

            


    

    
      	
               
      

            	
              1.2

            	
              Source
      of Benefit Payments 

            	
              - 1
-

            


    

    
      	
               
      

            	
              1.3

            	
              Applicable
      Laws 

            	
              - 2
-

            


    

    
      	
               
      

            	
              1.4

            	
              Gender
      and Number 

            	
              - 2
-

            


    

    
      	
               
      

            	
              1.5

            	
              Notices 

            	
              - 2
-

            


    

    
      	
               
      

            	
              1.6

            	
              Action
      by Employers 

            	
              -
      2 -

            


    

    
      	
               
      

            	
              1.7

            	
              Limitations
      on Provisions 

            	
              - 2
-

            


    

    
      	
               
      

            	
              1.8

            	
              Claims
      and Review Procedures 

            	
              - 2
-

            


    

    
      	
               
      

            	
              1.9

            	
              Definitions 

            	
              - 2
-

            


    

     

    
      	
              SECTION
      2 PARTICIPATION

            	 -
      3 -


    

     

    
      	
               
      

            	
              2.1

            	
              Eligibility
      to Participate 

            	
              - 3
-

            


    

    
      	
               
      

            	
              2.2

            	
              Beneficiary 

            	
              - 3
      -

            


    

    
      	
               
      

            	
              2.3

            	
              Plan
      Not Contract of Employment 

            	
              - 4
-

            


    

     

    
      	
              SECTION
      3 AMOUNT AND PAYMENT OF PLAN BENEFIT

            	 -
      4 -


    

     

    
      	
               
      

            	
              3.1

            	
              Amount
      of Supplemental Retirement Benefit 

            	
              -
      4 -

            


    

    
      	
               
      

            	
              3.2

            	
              Distributions 

            	
              - 4
-

            


    

    
      	
               
      

            	
              3.3

            	
              Payment
      Upon Death 

            	
              - 5
-

            


    

    
      	
               
      

            	
              3.4

            	
              Distributions
      To Persons Under Disability 

            	
              - 5
-

            


    

    
      	
               
      

            	
              3.5

            	
              Benefits
      May Not Be Assigned or Alienated 

            	
              - 5
-

            


    

     

    
      	
              SECTION
      4 AMENDMENT AND TERMINATION

            	 -
      5 -


    

     

    
      	
               
      

            	
              4.1

            	
              Amendment
      and Termination 

            	
              - 5
-

            


    

    
      	
               
      

            	
              4.2

            	
              Successors 

            	
              - 6
-

            


    

     

    
      	
              SECTION
      5 COMMITTEE

            	 -
      6 -


    

     

    
      	
               
      

            	
              5.1

            	
              Membership 

            	
              - 6
-

            


    

    
      	
               
      

            	
              5.2

            	
              Powers
      of Committee 

            	
              - 6
-

            


    

    
      	
               
      

            	
              5.3

            	
              Delegation
      by Committee 

            	
              - 7
-

            


    

    
      	
               
      

            	
              5.4

            	
              Information
      to be Furnished to Committee 

            	
              - 7
-

            


    

    
      	
               
      

            	
              5.5

            	
              Committee’s
      Decision Final 

            	
              - 7
-

            


    

    
      	
               
      

            	
              5.6

            	
              Liability
      and Indemnification of the Committee 

            	
              - 7
-

            


    

     

    
      	
              SECTION
      6 CODE SECTION 409A

            	 -
      8 -


    

     

    
      	
               
      

            	
              6.1

            	
              Section
      409A Compliance 

            	
              -
      8 -

            


    

    
      	
               
      

            	
              6.2

            	
              Special
      Distribution 

            	
              - 8
-

            


    

     

    
      	
              APPENDIX
      A

            	 -
      9 -


    

     

     

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Nicor
Gas Supplementary Retirement Plan

     

    (As
Amended And Restated for Post-2004 Benefits, Effective January 1,
2008)

     

    SECTION
1

    General

     

    1.1 History, Purpose and
Effective Date.  Northern
Illinois Gas Company (doing business as Nicor Gas Company, the “Company”)
previously established the Nicor Gas Retirement Plan (now Supplement E to the
Nicor Companies Pension and Retirement Plan, the “Retirement Plan”) to provide
retirement and other benefits to or on behalf of its eligible employees and
those of its affiliates which, with the consent of the Company, adopt the
Retirement Plan.  Contrary to the desire of the Company, the amount of
the benefit payable to or on account of an employee under the Retirement Plan
may be limited by reason of the application of certain provisions of the
Internal Revenue Code of 1986, as amended (the “Code”).  Therefore,
the Company previously established the NI-Gas Supplementary Retirement Plan (the
“Plan”), effective as of January 9, 1980 and amended and restated effective
January 1, 1999, to assure that affected individuals would receive total
retirement and other benefits in an amount equal to the amount that they would
have received under the Retirement Plan if certain limitations of the Code were
not applicable to the Retirement Plan.  The following provisions
constitute an amendment and restatement of the Plan, effective as of January 1,
2008 (the “Effective Date”), in the form of the “Nicor Gas Supplementary
Retirement Plan (As Amended and Restated Effective as of January 1,
2008)”.  The Company and any affiliate of the Company which adopts the
Plan for the benefit of its eligible employees are referred to below,
collectively, as the “Employers” and individually as an “Employer”.

     

    Notwithstanding
any provisions of the Plan to the contrary, the provisions of the Plan in effect
on October 3, 2004 apply with respect to those Plan benefits that were earned
and vested within the meaning of Treas. Reg. §1.409A-6(a) as of December 31,
2004, as well as the actuarial increases in value thereon determined in
accordance with Treas. Reg. §1.409A-6(a)(3)(i), with respect to (i) each
Participant who Separated from Service (as defined in subsection 1.9) prior to
or on December 31, 2007 and (ii) each Limited Participant (as defined in
subsection 1.9) whose individual agreement provides for such grandfathering
(“Grandfathered Benefits”).  The terms applicable to the Grandfathered
Benefits have not been materially modified within the meaning of Treas. Reg.
§§1.409A-6(a)(1) and (4) on or after October 3, 2004.

     

    1.2 Source of Benefit
Payments.  The
amount of any benefit payable under the Plan shall be paid from the general
revenues of the Employer with respect to whose former employee the benefit is
payable; provided, however, that if a Participant (as defined in subsection 2.1)
has been employed by more than one Employer, the portion of his Plan benefits
payable by any such Employer shall be in proportion to the benefit he accrued
under the Plan attributable to his period of service with that
Employer.  The Company and any Employer may, but are not required by
this Plan to, establish one or more trusts, the assets of which are subject to
the claims of general creditors of the Employer or any affiliate
thereof.  An Employer’s obligation under the Plan shall be reduced to
the extent that any amounts due under the Plan are paid from any such
trust.

     

    
      
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1 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.3 Applicable
Laws.  The Plan shall be
construed and administered in accordance with the laws of the State of Illinois
to the extent that such laws are not preempted by the laws of the United States
of America.

     

    1.4 Gender and
Number.  Where
the context admits, words in one gender shall include the other gender, words in
the singular shall include the plural and the plural shall include the
singular.

     

    1.5 Notices.  Any
notice or document required to be filed with the Committee (as defined in
subsection 5.1) under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of the Company, at
its principal executive offices.  Any notice required under the Plan
may be waived by the person entitled to notice.

     

    1.6 Action by
Employers.  Any
action required or permitted to be taken under the Plan by any Employer which is
a corporation shall be by resolution of its Board of Directors, or by a person
or persons authorized by its Board of Directors.  Any action required
or permitted to be taken by any Employer which is a partnership shall be by a
general partner of such partnership or by a duly authorized officer
thereof.

     

    1.7 Limitations on
Provisions.  The
provisions of the Plan and the benefits provided hereunder shall be limited as
described herein.  Any benefit payable under the Retirement Plan shall
be paid solely in accordance with the terms and conditions of the Retirement
Plan and nothing in this Plan shall operate or be construed in any way to
modify, amend, or affect the terms and provisions of the Retirement
Plan.

     

    1.8 Claims and Review
Procedures.  Any
claim for benefits under the Plan shall be governed by and submitted pursuant to
the rules established under the Nicor Claims Procedures for Nonqualified Plans,
as such are in effect from time to time.  The decision of the
Committee shall be conclusive, final and binding in all respects on both the
Company and the claimant.  Benefits shall be paid only if the
Committee determines that the claimant is entitled to them.

     

    1.9 Definitions.

     

    
      	
                
      (a)  

            	
              Affiliate. 
      The term “Affiliate” means any corporation, trade or business during any
      period that it is, along with any Employer, a member of a controlled group
      of corporations or a controlled group of trades or businesses (as
      described in sections 414(b) and (c), respectively, of the
      Code).

            


    

     

    
      	
              (b)  

            	
              Beneficiary.  “Beneficiary”
      shall have the meaning described in subsection
  2.2.

            


    

     

    
      	
              (c)  

            	
              Limited
      Participant.  “Limited Participant” shall have the
      meaning described in subsection
2.1.

            


    

     

    
      	
              (d)  

            	
              Normal Retirement
      Age.  The
      term “Normal Retirement Age” means, with respect to any Participant, the
      later of (i) his 65th birthday or (ii) the fifth anniversary of the date
      on which he first becomes a Participant; provided, however, that, in the
      case of an individual who became a Participant in the
  

            


    

     

    
      
        -
2 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                 

              	
                Retirement
      Plan prior to January 1, 1989, his Normal Retirement Age shall be his 65th
      birthday.

              


      

       

      	
              (e)  

            	
              Payment
      Date.  “Payment Date” shall have the meaning described in
      subsection 3.2(a).

            


    

     

    
      	
              (f)  

            	
              Plan
      Year.  The “Plan Year” shall be the calendar
    year.

            


    

     

    
      	
              (g)  

            	
              Separation from
      Service.  “Separation from Service” means the termination
      of the Participant’s services to the Company and all Affiliates, whether
      voluntarily or involuntarily, as determined in accordance with Treas. Reg.
      §1.409A-1(h).

            


    

     

    
      	
              (h)  

            	
              Supplemental
      Retirement Benefit.  “Supplemental Retirement Benefit”
      shall have the meaning described in subsection
  3.1.

            


    

     

    SECTION
2

    Participation

     

    2.1 Eligibility to Participate.  Each
person who was a Participant in the Plan immediately prior to the Effective Date
shall continue as a Participant in this Plan for periods on and after Effective
Date, subject to the terms and conditions of the Plan.  Subject to the
terms and conditions of the Plan, each other employee of an Employer shall
become a “Participant” in the Plan at the time that the amount of his retirement
benefit under the Retirement Plan is limited by reason of the application of
Section 415 of the Code or Section 401(a)(17) of the Code (and, in each case,
the regulations and other guidance thereunder).  Subject to the
following paragraph, no other person shall become a “Participant” in the
Plan.

     

    Subject
to the terms and conditions of the Plan, an individual who is granted benefits
under an individual agreement (including, but not limited to, a Change in
Control Agreement) with the Company or, with the consent of the Company, an
Employer, which individual agreement provides for the payment of retirement
benefits or other deferred compensation, including benefits which are in
addition to the benefits to which the individual would otherwise be entitled
under the terms of the Retirement Plan, will be a “Participant” in the Plan
solely for purposes of the benefits to be provided under the individual
agreement and such individuals are sometimes referred to herein as “Limited
Participants”.  Each Participant (or, to the extent applicable, his
Beneficiary (as defined in subsection 2.2)) shall be entitled to receive the
Supplemental Retirement Benefit, if any, determined in accordance with Section 3
hereof.

     

    2.2 Beneficiary.  Each
Participant from time to time, by signing a form furnished by the Committee, may
designate any legal or natural person or persons (who may be designated
contingently or successively) to whom his benefits under the Plan are to be paid
if he dies before he receives all of his benefits (“Beneficiary”).  A
beneficiary designation form will be effective only when the signed form is
filed with the Committee while the Participant is alive and will cancel all
beneficiary designation forms filed earlier.  If more than one
Beneficiary has been designated, the balance in the Participant’s Account shall
be distributed to each such Beneficiary per capita.  Except as
otherwise specifically provided in this subsection 2.2, if a deceased
Participant failed to designate a Beneficiary as provided above, or if no
designated Beneficiary survives the Participant or dies before complete payment
of the Participant’s benefits, then his 

     

    
      
        -
3 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    benefits
shall be paid to the legal representative or representatives of the estate of
the last to die of the Participant and any designated Beneficiary.

     

    2.3 Plan Not Contract of
Employment.  The
Plan does not constitute a contract of employment, and participation in the Plan
will not give any employee the right to be retained in the employ of any
Employer or any right or claim to any benefit under the Plan, unless such right
or claim has specifically accrued under the terms of the Plan.

     

    


    SECTION
3

    Amount And Payment Of Plan
Benefit

     

    3.1 Amount of Supplemental
Retirement Benefit.  Subject
to the terms and conditions of the Plan, the benefit payable under the Plan to a
Participant (the “Supplemental Retirement Benefit”) as of any date shall be an
amount equal to:

    


    
      	
              (a)  

            	
              The
      amount of the retirement income or deferred vested income, as applicable,
      that the Participant would be entitled to receive under the terms of the
      Retirement Plan as of the Participant’s Separation from Service,
      determined without regard to the limitations imposed by either Section 415
      of the Code or after December 31, 1994, Section 401(a)(17) of the Code, or
      both,

            


    

    


     
REDUCED BY

    


    
      	
              (b)  

            	
              The
      amount of the benefit to which he or she is entitled under the Retirement
      Plan.

            


    

    


    For
purposes of the above calculation, it shall be assumed that the Participant’s
benefit under the Retirement Plan is payable on the Participant’s Separation
from Service using the actuarial assumptions set forth in Appendix
A.

    


    If a
Participant’s Supplemental Retirement Benefit under the Plan commences prior to
the Participant’s Normal Retirement Date, such Supplemental Retirement Benefit
shall be adjusted to reflect early commencement in accordance with the
applicable factors set forth in the Retirement Plan.

    


    A Limited
Participant’s Supplemental Retirement Benefit under this subsection 3.1 shall be
the amount determined under such Limited Participant’s individual agreement
(including any Change in Control Agreement), including any applicable vesting
provisions.

    


    3.2 Distributions.
Distribution of a Participant’s benefits under the Plan shall be subject to the
following:

     

    
      	
              (a)  

            	
              Payment
      of the Participant’s Supplemental Retirement Benefit (and interest thereon
      as provided under Section 3.2(b)) under the Plan shall commence following
      the Participant’s Separation from Service, upon the earlier of (the
      “Payment Date”): (i) on the first business day of the seventh month after
      the

            


    

     

    
      
        -
4 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              Participant’s
      Separation from Service; or (ii) the 90th
      day after the Participant’s death.

               

              If due to administrative reasons the
      Participant’s Supplemental Retirement Benefit cannot be distributed on the
      date otherwise payable under this subsection 3.2, then such benefit and
      interest thereon shall be distributed as soon as practicable thereafter,
      but no later than December 31st
      of the calendar year in which such distribution is otherwise payable (or
      the 15th
      day of the third calendar month following the date otherwise payable, if
      later).  Grandfathered Benefits shall be paid in accordance with
      the terms of the Plan as in effect on October 3,
  2004.

            


    

     

     

    
      	
              (b)  

            	
              Upon
      the Participant’s Payment Date, the actuarial equivalent of the
      Participant’s Supplemental Retirement Benefit determined on the date of
      the Participant’s Separation from Service, using the factors set forth on
      Appendix
      A, plus interest on the Supplemental Retirement Benefit accumulated
      from the date of the Participant’s Separation from Service through the
      Participant’s Payment Date, determined using the first segment interest
      rate in effect at the Participant’s Separation from Service under Section
      417(e)(3)(D) of the Code, shall be paid in a lump
  sum.

            


    

     

    3.3 Payment Upon
Death.  If
a married Participant’s Separation from Service is as a result of death, leaving
a surviving spouse entitled to receive a Pre-Retirement Spouse’s Retirement
Benefit pursuant to the Retirement Plan, then the Participant’s Supplemental
Retirement Benefit shall be paid to his Beneficiary under this
Plan.  If an unmarried Participant’s Separation from Service occurs as
a result of death then notwithstanding anything contained in this Plan to the
contrary no Supplemental Retirement Benefit will be payable to any Beneficiary
under this Plan.

     

    3.4 Distributions To Persons
Under Disability.  In
the event a Participant or Beneficiary is declared incompetent and a conservator
or other person legally charged with the care of his person or of his estate is
appointed, any benefits to which such Participant or Beneficiary is entitled
under the Plan shall be paid to such conservator or other person legally charged
with the care of his person or of his estate.

     

    3.5 Benefits May Not Be Assigned
or Alienated.  The
benefits payable to any Participant or Beneficiary under the Plan may not be
voluntarily or involuntarily assigned or alienated.

     

     

    SECTION
4

    Amendment And
Termination

     

    4.1 Amendment and
Termination.  While
the Committee expects and intends the Company to continue the Plan, the
Committee reserves the right, at any time and in any way, to amend, suspend or
terminate the Plan; provided, however, that subject to the following sentence
and Section 6 of the Plan, neither an amendment or termination of the Plan shall
reduce or impair 

     

    
      
        -
5 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    the
interests of Participants or Beneficiaries in benefits being paid under the Plan
as at the date of any such amendment or termination or in benefits that would be
paid under the Plan as of the date of the amendment or termination if all
eligible persons retired on a retirement date under the Retirement Plan as of
the date of the amendment or termination and commenced payment of benefits under
the Plan as of that date.  Notwithstanding the preceding sentence, the
Committee may amend or terminate the Plan, at any time, to take effect
retroactively or otherwise, as deemed necessary or advisable for purposes of
conforming the Plan to any present or future law, regulations or rulings
relating to plans of this or a similar nature.  Any termination of and
subsequent distribution of benefits under the Plan shall be in accordance with
the requirements of Treas. Reg. §1.409A-3(j)(ix).

     

    4.2 Successors.  The
obligations of the Company and each Employer under the Plan shall be binding on
any assignee or successor in interest thereto.

     

    SECTION
5

    Committee

     

    5.1 Membership.  The
authority to manage and control the operation and administration of the Plan
shall be vested in the Compensation Committee of the Company’s Board of
Directors (the “Committee”).  Except as otherwise specifically
provided in this Section 5, in controlling and managing the operation and
administration of the Plan, the Committee shall act by the concurrence of a
majority of its then members by meeting or by writing without a
meeting.  The Committee, by unanimous written consent, may authorize
any one of its members to execute any document, instrument or direction on its
behalf.

     

    5.2 Powers of
Committee.  Subject
to the conditions and limitations of the Plan, the Committee shall have the sole
and complete authority and discretion to:

     

    
      	
              (a)  

            	
              Conclusively
      interpret and construe the provisions of the Plan and to remedy
      ambiguities, inconsistencies and omissions of whatever kind or
      nature;

            


    

     

    
      	
              (b)  

            	
              Adopt,
      and apply in a uniform and nondiscriminatory manner to all persons
      similarly situated, such rules of procedure and regulations as, in its
      opinion, may be necessary for the proper and efficient administration of
      the Plan, and as are consistent with the provisions of the
      Plan;

            


    

     

    
      	
              (c)  

            	
              Conclusively
      determine all questions arising under the Plan, including the power to
      determine rights or eligibility of employees or former employees, and the
      respective benefits of Participants and others entitled
      thereto;

            


    

     

    
      	
              (d)  

            	
              Maintain
      and keep adequate records concerning the Plan and concerning its
      proceedings and acts in such form and detail as the Committee may
      decide;

            


    

     

    
      	
              (e)  

            	
              Direct
      all benefit payments under the
Plan;

            


    

     

    
      	
              (f)  

            	
              Furnish
      the Company and its subsidiaries with such information with respect to the
      Plan as may be required by them for tax or other
  purposes;

            


    

     

    
      
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6 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (g)  

            	
              By
      unanimous action of the members then acting, employ agents and counsel
      (who also may be employed by the Company and its subsidiaries or a
      trustee) and to delegate to them, in writing, such powers as the Committee
      considers desirable;

            


    

     

    
      	
              (h)  

            	
              Correct
      any defect or omission and to reconcile any inconsistency in the Plan, and
      to remedy any error in any payment made hereunder;
  and

            


    

     

    
      	
              (i)  

            	
              make
      all other determinations and take all other actions necessary or advisable
      for the implementation and administration of the
  Plan.

            


    

     

    Except as
otherwise specifically provided by the Plan, any determinations to be made by
the Committee under the Plan shall be decided by the Committee in its sole
discretion.  Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is conclusive, final and binding on all
persons.

     

    5.3 Delegation by
Committee.  The
Committee may allocate all or any part of its responsibilities and powers to any
one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by
it.  Any such allocation or delegation may be revoked at any
time.

     

    5.4 Information to be Furnished
to Committee.  The
Company and participating subsidiaries shall furnish the Committee such data and
information as it may require.  The records of the Company and
participating subsidiaries as to an employee’s or Participant’s period of
employment, termination of employment and the reason therefor, leave of absence,
reemployment and compensation amounts shall be conclusive on all persons unless
determined to be incorrect.  Participants and other persons entitled
to benefits under the Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the
Plan.

     

    5.5 Committee’s Decision
Final.  To
the extent permitted by law, any interpretation of the Plan and any decision on
any matter within the discretion of the Committee made by the Committee in good
faith is binding on all persons.  A misstatement or other mistake of
fact shall be corrected when it becomes known, and the Committee shall make such
adjustment on account thereof as it considers equitable and
practicable.  Notwithstanding any other provision of the Plan to the
contrary, benefits under the Plan will be paid only if the Committee, in its
discretion, determines that the applicant is entitled to them.

     

    5.6 Liability and
Indemnification of the Committee.  No
member of the Committee shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
his own fraud or willful misconduct; nor shall the Company or participating
subsidiaries be liable to any person for any such action unless attributable to
fraud or willful misconduct on the part of a director or employee of the Company
or participating subsidiaries.  The Committee and the individual
members thereof shall be indemnified by the Company or participating subsidiary
against any and all liabilities, losses, costs and expenses (including legal
fees and expenses) of whatsoever kind and nature which may be imposed on,
incurred by or asserted against the Committee or its members by reason of the
performance of a Committee function under the terms of this Plan unless such
liability, loss, cost or expense arises 

     

    
      
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7 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    due to
his own fraud or willful misconduct.  This indemnification shall not
duplicate but may supplement any coverage available under any applicable
insurance.  For purposes of this subsection 5.6, the term “Committee”
includes both the Committee and members of the compensation committee of the
Participant’s employer.

     

    SECTION
6

    Code Section 409A

     

    6.1 Section 409A
Compliance.  To
the extent applicable, this amended and restated Plan shall be interpreted in
accordance with Internal Revenue Code Section 409A and Department of Treasury
regulations and other interpretive guidance issued thereunder.  If the
Company determines that any compensation or benefits payable under this Plan do
not comply with Code Section 409A and related Department of Treasury guidance,
the Company shall amend the Plan or take such other actions as the Company deems
necessary or appropriate to comply with the requirements of Code Section 409A
while preserving the economic agreement of the parties.

     

    6.2 Special
Distribution.  Any
other provision of the Plan to the contrary notwithstanding, in the event that
the IRS prevails in its claims that amounts accrued under the Plan constitute
taxable income to the Participant or his Beneficiary for any taxable year of
his, prior to the taxable year in which such benefit accruals are distributed to
the Participant or Beneficiary, or in the event that legal counsel satisfactory
to the Company, the trustee and the applicable Participant or Beneficiary
renders an opinion that the IRS would likely prevail in such a claim, the amount
subject to such income tax shall be immediately distributed to the Participant
or Beneficiary.

    
 

    
      
        
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    APPENDIX
A

    Actuarial
Assumptions

     

    For
purposes of calculating the amount of a Participant’s Supplemental Retirement
Benefit under the Plan, the following actuarial factors shall
apply:

     

    
      	
              (a)  

            	
              For
      purposes of determining the actuarial equivalency of benefits, a
      Participant’s benefit is the actuarial equivalent of any other benefit if
      the actuarial reserve required to provide the same is equal to the
      actuarial reserve required to provide such other benefit, computed on the
      basis of:

            


    

     

    
      	
              (i)  

            	
              Interest
      Discount Rate: 6.0% per year.

            


    

     

    
      	
                                    (ii)  

            	
              Mortality
      Rate Basis: Modified 1971 TPF&C

            


    

     

    
      	
               
      

            	
              Forecast
      Mortality Table.

            


    

     

    
      	
                              
      (A)  

            	
              Participant:
      Unisex rates determined by adding, for each age, 90% of the male rate and
      10% of the female rate from the 1971 TPF&C Forecast Mortality
      Table.

            


    

     

    
      	
                             
      (B)  

            	
              Beneficiary
      (beneficiary mortality rates are used solely for the purpose of contingent
      annuitant benefit factors): Unisex rates determined by adding, for
      each age, 10% of the male rate and 90% of the female rate from the 1971
      TPF&C Forecast Mortality Table.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      the foregoing, for purposes of determining the lump sum actuarial
      equivalent of a Supplemental Retirement
Benefit:

            


    

     

    
      	
                                 
      (i)  

            	
              the
      “Applicable Interest Rate” as defined in Section 417(e)(3)(D) of the Code
      for the second full calendar month immediately preceding the first day of
      the calendar quarter that contains the date of the Participant’s
      Separation from Service; and

            


    

     

    
      	
                                   (ii)  

            	
              the
      “Applicable Mortality Table” is the table prescribed in Rev. Rul.
      2001-62.

            


    

     

    


     

    


    
      
        
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