nicorsuppsavplan.htm


    Nicor Gas Company

    Form 10-K

    Exhibit 10.01


     

    
 

    Nicor Gas Supplementary
Savings Plan

     

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

     

    


     

     

     

     

     


    
      
        
           CH\1014274.7

        

         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    Page

     

    
      	
              SECTION
      1 

            	 	
               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
      Procedures

            	
              2

            


    

    
      	
               
      

            	
              1.9

            	
              Definitions

            	
              2

            


    

     

    
      	SECTION
      2 	 	
              3

            


    

     

    
    

     

    
      	Participation 	 	 3


    

     

    
      	
               
      

            	
              2.1

            	
              Eligibility
      to Participate

            	
              3

            


    

    
      	
               
      

            	
              2.2

            	
              Beneficiary

            	
              3

            


    

    
      	
               
      

            	
              2.3

            	
              Plan
      Not Contract of Employment

            	
              4

            


    

     

    
      	SECTION 3 	 	
              4

            


    

     

     

    
      	Participant
      Elections	 	 4


    

     

    
      	
               
      

            	
              3.1

            	
              Participant
      Account

            	
              4

            


    

    
      	
               
      

            	
              3.2

            	
              Distribution
      Elections

            	
              4

            


    

    
      	
               
      

            	
              3.3

            	
              Prior
      Plan Elections

            	
              5

            


    

     

    
      	SECTION 4 	 	
              5

            


    

     

     

    
      	Contributions 	 	
              5

            


    

     

    
      	
               
      

            	
              4.1

            	
              Supplemental Matched
      Contributions

            	
              5

            


    

    
      	
               
      

            	
              4.2

            	
              Supplemental Profit
      Sharing Contributions

            	
              5

            


    

     

    
      	SECTION 5 	 	
              6

            


    

     

    
      
        
        

      

      
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      	Plan
      Accounting 	 	
              6

            


    

     

    
      	
               
      

            	
              5.1

            	
              Allocation and Crediting of
      Contributions

            	
              6

            


    

     

    
      	SECTION 6 	 	
              6

            


    

     

     

    
      	Payment of Plan
      Benefits	 	
              6

            


    

     

    
      	
               
      

            	
              6.1

            	
              Distributions

            	
              6

            


    

    
      	
               
      

            	
              6.2

            	
              Distributions To Persons Under
      Disability

            	
              7

            


    

    
      	
               
      

            	
              6.3

            	
              Benefits May Not Be Assigned or
      Alienated

            	
              7

            


    

     

    
      	SECTION 7 	 	
              7

            


    

     

     

    
      	Committee 	 	
              7

            


    

     

    
      	
               
      

            	
              7.1

            	
              Membership

            	
              7

            


    

    
      	
               
      

            	
              7.2

            	
              Powers of
      Committee

            	
              7

            


    

    
      	
               
      

            	
              7.3

            	
              Delegation by
      Committee

            	
              8

            


    

    
      	
               
      

            	
              7.4

            	
              Information to be Furnished to
      Committee

            	
              8

            


    

    
      	
               
      

            	
              7.5

            	
              Committee’s Decision
      Final

            	
              9

            


    

    
      	
               
      

            	
              7.6

            	
              Liability and Indemnification of the
      Committee

            	
              9

            


    

     

    
      	SECTION 8 	 	
              9

            


    

     

     

    
      	Amendment and
      Termination	 	
              9

            


    

     

     

    
      	SECTION 9	 	
              9

            


    

     

     

    
      	Code Section
      409A 	 	
              9

            


    

     

    
      	
               
      

            	
              9.1

            	
              Section 409A
      Compliance

            	
              9

            


    

    
      	
               
      

            	
              9.2

            	
              Special
      Distribution

            	
              10

            


    

    


     


    
      
         
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             CH\1014274.7

          
 


        
          

        

      

      
         


      

    


    Nicor Gas
Supplementary Savings 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 Companies Savings Investment Plan (previously
known as the Nicor Gas Savings Investment Plan, the “Savings 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
Savings Plan.  Contrary to the desire of the Company, the amount of
the contributions which may be made to the Savings Plan by or for the benefit of
an employee under the Savings 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 Savings Plan (the “Plan”), effective as of January 1, 1983 and
amended and restated effective January 1, 1999 as the Nicor Gas Supplementary
Savings Plan, to ensure that affected individuals would receive benefits in an
amount comparable to the amount that they would have received under the Savings
Plan if certain limitations of the Code were not applicable to the Savings
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 Savings Plan”.  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 earnings thereon determined in accordance with Treas. Reg.
§ 1.409A6(a)(3)(ii), with respect to each Participant who Separated from Service
(as defined in subsection 1.9(g)) prior to or on December 31, 2007
(“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.  If a Participant (as defined in subsection 2.1) has been
employed by more than one Employer, the portion of his Plan benefit payable by
each such Employer shall be equal to that portion of his Account (as defined in
subsection 3.1) attributable to his services performed with respect to 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.

     

    
      
        
        

      

      
        CH\1014274.7

        
          

        

      

      
        
        

      

    

    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 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 Savings Plan shall be
paid solely in accordance with the terms and conditions of the Savings 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 Savings Plan.

     

    1.8   Claims
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)   Accounting
Date.  The “Accounting Date” shall be the last day of each calendar
month and each other date specified by the Committee.

     

           
(b)   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).

     

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

     

        (d)   Installment Payment
Period.  “Installment Payment Period” means the period of annual
installment payments elected by the Participant in his Distribution Election in
accordance with subsection 6.1(b), commencing on the Payment Date.

     

    
      
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        CH\1014274.7

        
          

        

      

      
        
        

      

    

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

     

    (f)
   Plan Year.  The
“Plan Year” shall be the calendar year.

     

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

     

    (h)   Termination Date.  The term
“Termination Date” will be the date of the Participant’s Separation from
Service.

     

    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 hereunder for periods thereafter, subject to the
terms and conditions of the Plan.  Subject to the terms and conditions
of the Plan, each employee of an Employer who is employed in an executive salary
grade which has been designated by the Committee as eligible for participation
in the Plan shall become a “Participant” in the Plan for any Plan Year in which
the matched contributions or profit sharing contributions with respect to the
eligible employee under the Savings Plan for any Plan Year are limited by
section 401(k), 401(m), 415, 402(g) or 401(a)(17) of the Code.  Such
eligible employee shall become a Participant on the first date after such
employer matched contributions or profit sharing contributions are so limited in
accordance with the rules established by the Committee.

     

    Once an
eligible employee becomes a Participant in the Plan, he shall remain a
Participant so long as he has an Account balance under the Plan, provided that
employer contributions made pursuant to Sections 4.1 and 4.2 shall be made on
his behalf only to the extent that such employer contributions are limited under
the Savings Plan.

     

    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 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.

     

    
      
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        CH\1014274.7

        
          

        

      

      
        
        

      

    

    If the
Participant dies before the payment of all of the benefits to which he is
entitled, payment of his Account balance shall continue to be made, in
accordance with the Participant’s Distribution Election, to his
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 nor 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

     

    Participant
Elections

     

    3.1   Participant
Account.  The
Committee shall maintain an “Account”, and such subaccounts as the Committee
deems necessary or appropriate, in the name of each person who is a
Participant.

     

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

     

        (a)   Each
Participant shall file a “Distribution Election” specifying the form
of payment under subsection 6.1(b) with respect to all amounts in his
Account.  Such Distribution Election shall be filed prior to the first day
of the Plan Year in which contributions are made on his behalf under the Plan
(or under the transition rules of Code Section 409A, prior to January 1,
2009).  A Distribution Election shall be irrevocable as of the day
immediately preceding such Plan Year.  Notwithstanding the foregoing,
a Participant who becomes initially eligible to participate in the Plan during
the Plan Year shall be permitted in accordance with Treas. Reg.
§1.409A-2(a)(7)(iii) to file a Distribution Election within 30 days after the
beginning of the immediately following Plan Year, with respect to the
deferrals earned during the Plan Year in which he first becomes eligible
and subsequent years.  Such election shall become irrevocable on the
thirtieth (30th) day of
such next Plan Year.

     

        (b)   Benefits
payable to or on account of any Participant shall commence as of the later of
(i) the first business day of the seventh month after the Participant’s
Termination Date or (ii) the January 1 next following the Participant’s
Termination Date (the “Payment Date”).

     

        (c)   A Participant may change
his Distribution Election after it has become irrevocable by submitting a
modified Distribution Election to the Committee under the rules of the Plan, and
in accordance with the following criteria:

     

    (i)           The
election of the new form of payment shall have no effect until at least 12
months after the date on which the modified Distribution Election is
made;

     

    (ii)          The
Payment Date under the modified Distribution Election must be the first day of a
calendar year that is no sooner than five (5) years after the previously
designated Payment Date; and

     

    
      
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        CH\1014274.7

        
          

        

      

      
        
        

      

    

    (iii)         The
modified Distribution Election must be made at least 12 months prior to the
Participant’s previously designated Payment Date.

     

    A
Participant’s modified Distribution Election shall not be considered to be made
until the date on which the election becomes irrevocable.  Such an
election shall become irrevocable no later than the date that is 12 months prior
to the Participant’s previously designated Payment Date.  Any such
modified Distribution Election must comply with the requirements of this
subsection 3.2 and subsection 6.1(b).

     

    3.3   Prior Plan
Elections.  Participant
elections with respect to Grandfathered Benefits shall be governed by the terms
of the Plan as in effect on October 3, 2004.

     

    SECTION
4

     

    Contributions

     

    4.1           Supplemental Matched
Contributions.  For
any Plan Year, a Participant’s Account will be credited with an amount equal to
the difference between (a) the employer matched contributions that would have
been contributed on behalf of the Participant to the Savings Plan for that Plan
Year, in accordance with the terms thereof and based on his tax deferred
election under the Savings Plan as in effect on the limitation date, determined
without regard to the limitations of sections 415, 402(g), 401(k), 401(m) and
401(a)(17) of the Code, and (b) the amount of employer matched contributions
actually made to the Savings Plan on behalf of the Participant; provided,
however that no Supplemental Matched Contributions shall be made to a
Participant’s Account under the Plan for periods after the Participant’s
Termination Date.  Credits to the Participant’s Account pursuant to
this subsection 4.1 (called “Supplemental Matched Contributions”) shall be made
at the same time that employer matched contributions would otherwise have been
credited to his accounts under the Savings Plan or, if later, at the same time
that the employer matched contributions would otherwise have been
distributed to the participant due to the limitations of section 401(k) or
401(m) of the Code.

     

    4.2           Supplemental Profit Sharing
Contributions.  For any
Plan Year, a Participant’s Account will be credited with an amount equal to the
difference between (a) the employer profit sharing contributions that would have
been contributed on behalf of the Participant to the Savings Plan for that Plan
Year, in accordance with the terms thereof, determined without regard to the
limitations of sections 415 or 401(a)(17) of the Code, and (b) the amount of
employer profit sharing contributions actually made to the Savings Plan on
behalf of the Participant.  Credits to the Participant’s Account
pursuant to this subsection 4.2 (called “Supplemental Profit Sharing
Contributions”) shall be made at the same time that employer profit sharing
contributions would otherwise have been credited to his accounts under the
Savings Plan or, if later, at the same time that the employer profit
sharing contributions would otherwise have been distributed to the
participant due to the limitations of section 401(k) or 401(m) of the
Code.

     

    
      
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    SECTION
5

     

    Plan Accounting

     

    5.1   Allocation and Crediting of
Contributions.  As
of each Accounting Date until the Participant’s Account has been fully
distributed, the Committee shall adjust the Account of each Participant in the
following manner and order:

     

           
(a)   first, charge to each
Participant’s Account the amount of any distributions that have been paid to or
on behalf of the Participant since the last preceding Accounting Date pursuant
to subsection 6.1 that have not previously been charged;

     

        (b)   next, credit to his
Account the amount of the Supplemental Matched Contributions, if any, made by or
on behalf of the Participant since the last preceding Accounting Date that have
not previously been credited;

     

        (c)   next, credit to his
Account the amount of the Supplemental Profit Sharing Contributions, if any,
made by or on behalf of the Participant since the last preceding Accounting Date
that have not previously been credited; and

     

        (d)   finally, credit
to each Participant’s Account earnings computed at a rate of return equal to the
rate of return for the investment fund designated by the Committee, based on the
weighted average balance of the Account for the accounting period.

     

    SECTION
6

     

    Payment of Plan
Benefits

     

    6.1   Distributions.

     

        (a)   Subject
to the following provisions of this subsection 6.1, as of the Participant’s
Payment Date, in accordance with his Distribution Election there shall be
payable to him or, in the event of his death, to his Beneficiary an amount equal
to:

     

    
      	
               
      

            	
              (i)

            	
              that
      portion of the balance of his Account attributable to Supplemental Matched
      Contributions, and earnings thereon, to the extent vested, as determined
      below; plus

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      portion of the balance of his Account attributable to Supplemental Profit
      Sharing Contributions, and earnings thereon, to the extent
      vested.

            


    

     

    The
Participant shall be vested in his Account to the same extent that the
Participant is vested in his accounts under the Savings Plan.  If the
Participant’s Termination Date occurs prior to full vesting in his Account, he
will forfeit his rights to any Supplemental Matched Contributions and
Supplemental Profit Sharing Contributions, as well as earnings thereon, credited
to his Account.

     

    
      
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    (b)   Except as
provided in Section 9 or 6.1(c) of the Plan, upon the Participant’s Payment
Date, any amounts payable under the Plan shall be paid in up to ten (10)
substantially equal annual installments over the Installment Payment
Period, in accordance with the Participant’s Distribution
Election.  Installment payments shall be treated as a single payment
for purposes of Code Section 409A.

     

    (c)   In
any situation in which the Committee is unable to determine the method of
payment because of an incomplete, unclear or uncertain Distribution Election or
if no Distribution Election is on file, then distribution shall be made in a
single installment payment in accordance with subsection 6.2(b), as of the
Participant’s Payment Date.  Payment of Grandfathered Benefits will be
determined under the terms of the Plan as in effect on October 3,
2004.

     

    (d)   Notwithstanding
the foregoing provisions of this subsection 6.1 or any Distribution Election to
the contrary, if the value of a Participant’s Account balance (and any other
nonqualified deferred compensation account balance that must be aggregated with
the Plan pursuant to Treas. Reg. §1.409A-1(c)(2)) does not exceed the limit in
Section 402(g) of the Code, as adjusted for cost of living expenses ($15,500 for
2008), determined as of the Participant’s Payment Date, the Participant’s
Account balances shall be paid to the Participant or Beneficiary, as applicable,
in a lump sum as soon as practicable after the Participant’s Payment
Date.

     

    6.2   Distributions To Persons
Under Disability.  In
the event a Participant or his 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 benefit 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.

     

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

     

    SECTION
7

     

    Committee

     

    7.1   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 7, 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.

     

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

     

    
      
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        CH\1014274.7

        
          

        

      

      
        
        

      

    

    (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;

     

        (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.

     

    7.3   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.

     

    7.4   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.

     

    
      
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    7.5   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.

     

    7.6   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 due to his own fraud or willful
misconduct.  This indemnification shall not duplicate but may
supplement any coverage available under any applicable insurance.

     

    SECTION
8 

     

    Amendment and
Termination

     

    The
Committee may, at any time, amend or terminate the Plan; provided, however, that
subject to the provisions of the following sentence and Section 9, neither an
amendment nor a termination shall adversely affect the rights of any Participant
or Beneficiary under the Plan.  The Committee, by Plan amendment or
termination, may prospectively modify or eliminate the right to have
Supplemental Matched Contributions or Supplemental Profit Sharing Contributions
credited to the Account of any Participant.  Notwithstanding the
foregoing provisions of this Section 8, 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.

     

    In the
event of a Plan termination, the Committee shall distribute Accounts (not
including Grandfathered Benefits) in accordance with the requirements of Treas.
Reg. §1.409A-3(j)(4)(ix).

     

    SECTION
9

     

    Code Section
409A

     

    9.1   Section 409A
Compliance.  To
the extent applicable, this Plan shall be interpreted in accordance with Section
409A of the Code 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 Section 409A
of the Code and related Department of Treasury guidance, the Company shall amend
the Plan or take such other actions 

     

    
      
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    as the
Company deems necessary or appropriate to comply with the requirements of
Section 409A of the Code while preserving the economic agreement of the
parties.

     

    9.2   Special
Distribution.  Any
other provision of the Plan to the contrary notwithstanding, in the event that
the IRS prevails in its claims that amounts contributed to the Plan, and/or
earnings thereon, constitute taxable income to the Participant or his
Beneficiary for any taxable year of his, prior to the taxable year in which such
contributions and/or earnings 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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