ex10-8



 



EXHIBIT 10.8



WASHINGTON GAS LIGHT COMPANY



SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN



As Amended Through November 1, 2000




 






 





TABLE OF CONTENTS



	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	
Article 1. Purpose
	 	1
	 
	 	 	
Article 2. Definitions
	 	2
	 
	 	 	
Article 3. Participation
	 	9
	 
	 	 	
Article 4. Vesting
	 	10
	 
	 	 	
Article 5. Service
	 	13
	 
	 	 	
Article 6. Benefits
	 	14
	 
	 	 	
Article 7. Death Benefits
	 	19
	 
	 	 	
Article 8. Miscellaneous
	 	22
	 
	 	 	
Article 9. Appeals from Denial of Claims
	 	25
	 
	Exhibit A	 	
Participants in the Supplemental Executive
Retirement Plan as of January 1, 1999
	 	27
	 
	Exhibit B	 	
Participants eligible to elect a Full Retirement
Pension or Early Retirement Pension
	 	28
	 
	Exhibit C	 	
Early Retirement Pension Benefit “Legacy”
Formula
	 	29
	 
	Exhibit D	 	
Early Retirement Pension Benefit “New”
Formula
	 	30
	 
	Exhibit E	 	
Lump Sum Calculation Procedure
	 	31
	 
	Exhibit F	 	
Actuarial Equivalent Reduction Factors for
Disability Benefits Commencing Prior to Age 55
	 	32



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Article 1


Purpose


1.1    Purpose: The purpose of this Supplemental Executive Retirement Plan
(Supplemental Plan) is to provide a minimum level of retirement income in the
event of normal or early retirement and a minimum level of benefits in the
event of death or disability as a means of attracting, retaining, and
motivating executives. This Supplemental Plan is designed to provide a benefit
which, when added to the benefit provided by the Washington Gas Light Company
Employees’ Pension Plan will meet the purpose described above.


     The Company intends that the Supplemental Plan shall at all times be
maintained on an unfunded basis for federal income tax purposes under the
Internal Revenue Code of 1986, as amended, and be administered as a “top-hat”
plan exempt from the substantive requirements of the Employee Retirement Income
Security Act of 1974, as amended.


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Article 2


Definitions


2.1    Accredited Service: Accredited Service as defined in the Basic Plan.


2.2    Accrued Benefit: The amount expressed in terms of an annual single-life
annuity commencing at Normal Retirement Date and determined in accordance with
Section 6.4 which describes the Normal Retirement Pension.


        An Accrued Benefit payable at a date other than the Normal Retirement Date
shall be calculated by (1) applying to the amount determined in Section 6.4(a)
the applicable adjustment factors to reflect the age of the Participant at the
commencement date, (2) determining the offsets under Section 6.4(b) adjusted to
reflect the age of the Participant at the benefit commencement date, and, then
(3) subtracting the amount determined in (2) from the amount determined in (1).
Any adjustments to the resulting benefit to reflect a payment form other than
a life annuity are then applied to the result of Step (3).


2.3    Administrator: The Administrator appointed by the Committee to carry out
the administration of this Supplemental Plan.


2.4    Affiliate: An “Affiliate” of a person is a person that directly or
indirectly, through one or more intermediaries, controls or is controlled by,
or is under common control with such person.


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2.5    Basic Plan: Washington Gas Light Company Employees’ Pension Plan, as
amended from time to time.


2.6    Benefit Service: As defined in Section 5.1 of this Supplemental Plan.


2.7    Board or Board of Directors: The Board of Directors of Washington Gas
Light Company.


2.8    Change of Control: The occurrence of any one or more of the triggering
events specified below:



		
	 	     (a)    The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) (a “Person”), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either (i) the then-outstanding shares
of common stock of WGL Holdings, Inc. or (ii) the combined voting power
of the then-outstanding voting securities of WGL Holdings, Inc. entitled
to vote generally in the election of directors; provided, however, that
for purposes of this subsection (a), the following acquisitions shall
not constitute a Change of Control: (i) any acquisition directly from
WGL Holdings, Inc., (ii) any acquisition by WGL Holdings, Inc. or any
corporation controlled by or otherwise affiliated with WGL Holdings,
Inc., (iii) any acquisition by any



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	 	employee benefit plan (or related trust) sponsored or maintained by
WGL Holdings, Inc. or any corporation controlled by or otherwise
affiliated with WGL Holdings, Inc.; or (iv) any transaction described in
clauses (i), (ii), and (iii) of subsection (d) of this Section 2.8; or




		
	 	     (b)    Individuals who, as of the close of business on November 1,
2000, constituted the Board of Directors of WGL Holdings, Inc. (the
“Incumbent WGL Holdings, Inc. Board”) cease for any reason to constitute
at least a majority of the Board of Directors of WGL Holdings, Inc.;
provided, however, that any individual becoming a director subsequent to
November 1, 2000 whose election, or nomination for election by WGL
Holdings, Inc.’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent WGL Holdings,
Inc. Board shall be considered as though such individual were a member
of the Incumbent WGL Holdings, Inc. Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Incumbent WGL Holdings, Inc. Board; or
	 
	 	     (c)    The acquisition by any Person of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or
more of either (i) the then-outstanding shares of common stock of
Washington Gas Light Company (the “Utility”) or (ii) the combined voting
power of the then-outstanding voting securities of the Utility entitled
to vote generally in the election of directors, provided, however, that
for



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	 	purposes of this subsection (c), the following acquisitions shall
not constitute a Change of Control: (i) any acquisition directly from
the Utility, (ii) any acquisition by the Utility or any corporation
controlled by or otherwise affiliated with the Utility, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Utility or any corporation controlled by or otherwise
affiliated with the Utility; or (iv) any transaction described in
clauses (i) and (ii) of subsection (e) of this Section 2.8; or
	 
	 	     (d)    Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
the WGL Holdings, Inc. (a “Business Combination”), in each case unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the outstanding WGL Holdings, Inc. common stock and outstanding WGL
Holdings, Inc. voting securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination in
substantially the same proportions as their ownership, immediately prior
to such Business Combination, of the outstanding WGL Holdings, Inc.
common stock and outstanding WGL Holdings, Inc. voting securities, as
the case may be, (ii) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or related
trust) of WGL Holdings, Inc. or such



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	 	corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 30% or more of, respectively, the
then-outstanding shares of common stock of the corporation resulting
from such Business Combination, or the combined voting power of the
then-outstanding voting securities of such corporation, except to the
extent that such ownership existed prior to the Business Combination and
(iii) at least a majority of the members of the board of directors of
the corporation resulting from such Business Combination were members of
the Incumbent WGL Holdings, Inc. Board at the time of the execution of
the initial agreement, or of such Incumbent WGL Holdings, Inc. Board,
providing for such Business Combination; or
	 
	 	     (e)    Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
the Utility (a “Utility Business Combination”), in each case unless,
following such Utility Business Combination, (i) all or substantially
all of the individuals and entities who were the beneficial owners,
directly or indirectly, respectively, of the outstanding Utility common
stock and the outstanding Utility voting securities immediately prior to
such Utility Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then-outstanding shares
of common stock and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such
Utility Business Combination in substantially the same proportions as
their ownership, immediately prior to such Utility Business Combination,
of the outstanding



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	 	Utility common stock and outstanding Utility voting securities, as
the case may be, and (ii) no Person (excluding any corporation resulting
from such Utility Business Combination or any employee benefit plan (or
related trust) of the Utility or such corporation resulting from such
Utility Business Combination) beneficially owns, directly or indirectly,
30% or more of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such Utility Business
Combination, or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership
existed prior to the Utility Business Combination; or
	 
	 	     (f)    Approval by the shareholders of WGL Holdings, Inc. of a complete
liquidation or dissolution of WGL Holdings, Inc.



2.9    Committee: Means the Committee appointed by the Board to administer the
Plan or if no committee is appointed, the Board.


2.10    Company: Washington Gas Light Company and/or its Affiliates.


2.11     Disability: Disability as defined in the Basic Plan.


2.12     Early Retirement Date: Early Retirement Date as defined in the Basic Plan.


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2.13     Employee: Any employee who receives salary, wages or commissions from the
Company.


2.14     Final Average Compensation: The average of the Participant’s highest
Rates of Annual Basic Compensation on December 31 of each of the three years
out of the final five years of the Participant’s Accredited Service as a
Participant preceding such Participant’s Normal Retirement Date, Early
Retirement Date, date of Disability, death or the date of the Participant’s
Termination as described in Section 3.2, whichever is applicable; however, if
such five-year period should include any approved leave of absence in effect on
December 31 of any year during such five-year period, his or her Rate of Annual
Basic Compensation in effect at the beginning of such leave shall be deemed to
be his or her Rates of Annual Basic Compensation in effect for that year. In
the event a Participant is entitled to an Accrued Benefit under this
Supplemental Plan but has less than three years of Accredited Service as a
Participant, the Participant’s Rate of Annual Basic Compensation on December 31
of each year of service while a Participant shall be averaged and such average
shall be Participant’s Final Average Compensation. Should a Participant die or
incur a Disability and have less than one year of Accredited Service, which
year does not include December 31, the Participant’s Final Average Compensation
shall be, as applicable, his or her Rates of Annual Basic Compensation on the
day preceding the date of such Participant’s death or the Administrator’s
acceptance of the Disability under Section 6.7.


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2.15     Former Vested Participant: A person who was a former employee who has
earned a vested benefit under Article 4 of this Plan. See Sections 6.8 and 7.3
of this Plan.


2.16     Hardship Election: The election described in Section 7.5 of this Plan.


2.17     Normal Retirement Date: Normal Retirement Date as defined in the Basic
Plan.


2.18     Participant: A person designated as such by the Committee pursuant to
Section 3.1 of this Supplemental Plan. Unless expressly provided herein to the
contrary or the context dictates otherwise, a Participant shall also include
any person (including a beneficiary) who is entitled to a benefit under this
Supplemental Plan.


2.19     Plan: This Supplemental Executive Retirement Plan, as it is in effect
from time to time (also referred to as the “Supplemental Plan”).


2.20     Rates of Annual Basic Compensation: Participant’s salary as of December
31 and any short term incentive award declared during the year under the
Company’s Executive Incentive Compensation Plan, the 1999 Incentive
Compensation Plan, or any successor plan, whether taken in cash or deferred.


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2.21     Retirement: Retirement as defined in the Basic Plan.


2.22     Supplemental Plan: This Supplemental Executive Retirement Plan


2.23     Utility: Washington Gas Light Company, and its successors.


2.24     Vesting Service: See “Year of Vesting Service”


2.25     Year of Vesting Service: 1000 hours of service with the Company as a
Participant in any one calendar year.


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Article 3


Participation


3.1    Designation: Each employee of the Company who is designated by the
Committee shall be a Participant in this Supplemental Plan. As of January 1,
1999, the active employees listed on Exhibit A were included as Participants in
this Supplemental Plan.


3.2    Termination: In the event Participant’s employment with the Company is
terminated for whatever reason or in the event the Committee withdraws or
rescinds its designation of Participant status with respect to a current
employee, such terminated or current employee, as applicable, shall thereafter
accrue no additional benefits under this Supplemental Plan and shall have, with
respect to previously credited benefits, only such rights as are provided in
Articles 4, 5 and 6 hereof.


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Article 4


Vesting


     4.1   Vested Pension — General: Except as provided in Section 4.2 of this
Article, a Participant shall be vested in, and have rights to, an Accrued
Benefit as follows:


     (a)   Participants in this Plan on January 1, 1999:


     For persons who were Participants in this Plan on January 1, 1999,
benefits under this Plan vest at the rate of 10% for each completed 5-year
period of Accredited Service with the Company (whether or not as a
Participant) prior to January 1, 1999. Four complete Years of Accredited
Service plus one day of Accredited Service with the Company in any one calendar
year will be treated as a 5-year period for this purpose. After January 1,
1999, vesting for these Employees is at the rate of 5% per Year of Vesting
Service as a Participant to, and including, the year the Participant attains
age 49; and 10% per Year of Vesting Service as a Participant hereafter, to a
maximum of 100%.


     (b)   Participants joining the Plan after January 1, 1999:


     For any person first becoming a Participant in this Plan after January 1,
1999, benefits vest at the following rates:


     (i)   10% for each completed 5-year period of Accredited Service up to
January 1 of the year in which he or she became a Participant. Four complete
Years of Accredited Service


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plus one day of Accredited Service with the Company will be treated as a 5-year
period for this purpose; and


     (ii)   5% per Year of Vesting Service earned up to, and including, the year
the Participant attains age 49, and


     (iii)   10% per Year of Vesting Service thereafter, to a maximum of 100%.
Provided however, no person shall be vested in a benefit under this Plan prior
to completion of 60 months of Accredited Service with the Company, unless this
requirement is waived by the Committee pursuant to Sec. 4.2(c) of this Plan.


     (c)   Minimum vesting level as of January 1, 1999:


     For Participants on January 1, 1999, there is a minimum initial vesting of
10%.


     (d)   Grandfather provision:


     For persons who were Participants in this Plan on June 27, 1989, the
vested percentage is not less than the percentage earned by that Participant as
of June 27, 1989. This percentage is calculated under Section 4.2(a), below.


     (e)   Disability:


     Upon Disability of a Participant, the Participant is 100% vested under the
Plan. The Disability Pension benefit is provided under Article 6 of this Plan.


     (f)   Death:


     Death benefits are provided by Article 7 of this Plan and are calculated
without regard to vesting.


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     (g)   Change of Control:


     Upon a Change of Control, Participants are 100% vested in their Accrued
Benefit.


4.2    Vested Pension — Exceptions: Notwithstanding the general provisions in
Section 4.1, the following exceptions shall apply —


     (a)   For participation on or before June 27, 1989, a Participant shall be
vested in, and have rights to, an Accrued Benefit as set out in the table
below.



	 	 	 	 	 
	Completed Years	 	 	 	 
	of	 	Vested
	Vesting Service	 	Percentage
	 	 	 
	1
	 	 	20	%
	2
	 	 	40	%
	3
	 	 	60	%
	4
	 	 	80	%
	5
	 	 	100	%



     (b)  A Participant’s Accrued Benefit shall vest in accordance with the
table in (a) above if his or her termination of employment occurs as a result
of a Company-initiated action or request or if his or her designation of
Participant status is withdrawn or rescinded by the Company; provided, however,
that this provision shall not apply if the forfeiture provisions of Section 8.5
apply.


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     (c)  The Committee may waive all vesting requirements or permit accelerated
vesting arrangements in any case which, in the Committee’s discretion,
represents special circumstances.


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Article 5


Service


5.1 Benefit Service: Except as provided in Section 5.2 of this Article,
Benefit Service shall be equal to Accredited Service as determined under the
Basic Plan plus, for each full year of Accredited Service as a Participant, one
additional year to a maximum of 30 years.


5.2 Prior Benefit Service: A Participant who began participation on or before
June 27, 1989, shall receive Benefit Service for the period prior to June 27,
1989 which shall be equal to (i) Accredited Service earned through that date as
determined under the Basic Plan plus; (ii) two additional years for each full
year of Accredited Service as a Participant prior to June 27, 1989.


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Article 6


Benefits


6.1 Normal Form of Pension: A Participant who is entitled to receive a
retirement benefit under this Supplemental Plan may elect to receive such
benefit in the form of a single-life annuity, joint-and-survivor annuity or any
other optional form of benefit as set forth in Section 5.2 of the Basic Plan.
The normal form of pension under this Supplemental Plan shall be identical to
the form of benefit selected by the Participant under the Basic Plan unless the
Participant requests, and the Company approves, the lump-sum option described
in Section 6.2 of this Supplemental Plan. Any temporary actuarial increase in
benefits generated by Participant’s selection of the option in Section 5.2(b)
of the Basic Plan shall not be considered in determining the Normal Retirement
Pension upon which the benefit from this Supplemental Plan is calculated, nor
shall any reduction in Normal Retirement Pension under the Basic Plan at age 62
increase a benefit under this Supplemental Plan.


6.2 Lump-Sum Option: A Participant may request that the portion of his or her
retirement benefit under this Supplemental Plan related to any short-term
incentive award declared under the Company’s Executive Incentive Compensation
Plan, the 1999 Incentive Compensation Plan, or any successor plan as used in
determining Rates of Annual Basic Compensation, be paid in the form of a lump
sum, the amount of which shall be the actuarial equivalent of the Accrued


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Benefit otherwise payable to the Participant under this Supplemental Plan. A
Participant’s request for a lump sum payment must be submitted in writing to
the Administrator at least six
months prior to the date on which a benefit would otherwise be payable
hereunder and must be accompanied by a medical certificate of the Participant’s
good health signed by the Company’s Medical Director in a form satisfactory to
the Administrator. A Participant’s request for a lump sum payment shall be
subject to the sole discretion of the Administrator and shall be approved by
the Administrator only if considered to be in the interests of the Company. If
approved by the Administrator, a Participant’s lump-sum payment shall be
calculated on the basis specified on Exhibit E.


6.3 Election of Benefit: A Participant shall not receive a benefit under this
Supplemental Plan prior to initiating a benefit under the Basic Plan, except
in the case where Participant is not eligible to commence a benefit under the
Basic Plan. A Participant shall not elect a benefit for a beneficiary of over
50% of the Participant’s benefit without presenting a medical certificate of
the Participant’s good health signed by the Company’s Medical Director in a
form satisfactory to the Administrator.


6.4 Normal Retirement Pension: On Normal Retirement Date, a Participant shall
be eligible to receive a monthly Normal Retirement Pension equal to 1/12 of the
excess of (a) over (b) where:


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	(a)	 	equals 2% of Final Average Compensation multiplied by the
number of years of Benefit Service; and
	 
	(b)	 	equals the sum of:




	 	(1)	 	the Normal Retirement Pension payable
under the Basic Plan; and
	 
	 	(2)	 	the annual amount of any other
supplemental pension benefit provided by the Company.



In no event shall the Normal Retirement Pension be less than the Accrued
Benefit calculated as of June 27, 1989.


6.5 Full Retirement Pension: A Participant listed on Exhibit B who has
attained at least age 60 and has 30 years of Benefit Service shall be eligible
for a monthly payment of an amount equal to 100% of the Normal Retirement
Pension.


6.6 Early Retirement Pension: A Participant who has attained age 55 and has 10
or more years of Benefit Service is eligible to select either:



	 	(a)	 	an amount, commencing at age 65, equal to the Accrued
Benefit, determined in the same manner as the Normal Retirement
Pension in Section 6.4, based on Benefit Service and Final Average
Compensation as of the Participant’s Early Retirement Date; or



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	 	(b)	 	an amount, commencing upon termination of employment , equal
to the Participant’s Accrued Benefit subject to an early retirement
reduction determined in accordance with Exhibit C or D, as
applicable. Provided, however, that Participants listed on Exhibit
B shall receive the greater of the benefits determined in accordance
with Exhibits C and D; or
	 
	 	(c)	 	an amount equal to the Participant’s Accrued Benefit to
commence on a specified date 24 months or more after termination of
employment, subject to an early retirement reduction determined in
accordance with Exhibit C or D, as applicable. Provided, however,
that Participants listed on Exhibit B shall receive the greater of
the benefits determined in accordance with Exhibits C and D.



6.7 Disability Pension: A Participant who has 10 or more years of Benefit
Service and has suffered a Disability shall be eligible for a monthly amount
equal to: (1) the Early Retirement Pension (except that any such Participant
under age 55 will be treated as though age 55); or (2) an amount equal to 110%
of the Disability Pension available from the Basic Plan, whichever is greater;
but in no event shall the amount exceed the Normal Retirement Pension under
this Plan as set out in Section 6.4 above. An Application for a Disability
Pension shall be submitted to the Administrator by the applicant or by the
Company, together with a medical certificate signed by the Company’s Medical
Director in a form satisfactory to the Administrator. A Participant with less
than 10 years of Benefit Service who suffers a Disability supported by a
medical certificate


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satisfactory to the Administrator shall be eligible for an immediate benefit
calculated in a manner consistent with the Early Retirement Pension described
in Section 6.6(b), subject to an actuarial reduction calculated on the basis
specified in Exhibit F. The Supplemental Plan Disability Benefit will be
reduced by any payments under the Company’s Long-term Disability Plan.


6.8 Vested Termination Pension – Former Vested Participants.



	 	(a)	 	Former Vested Participants. A Former Vested Participant who
has terminated service with the Company prior to age 55 has the
following election which may be made during the calendar year prior
to the year in which the Former Vested Participant attains age 55:
he or she may elect to (i) commence receiving a benefit under this
Plan at age 55, or (ii) to defer commencement of payment to a
specified date at least 24 months following attainment of age 55.
	 
	 	(b)	 	If the Former Vested Participant does not make a timely
election under Paragraph 6.8(a) above, then the benefit will
commence at age 55.
	 
	 	(c)	 	Reference is made to the Hardship Election provision below.
	 
	 	(d)	 	The amount of the benefit will be the Participant’s Accrued
Benefit, subject to an early retirement reduction determined in
accordance with Exhibit C or D, as applicable. Participants listed
on Exhibit B shall receive the greater of the benefits determined in
accordance with Exhibits C and D.



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6.9 Benefit Compensation: Except as provided in Sections 4.1(d) and 5.2 of
this Plan , a Participant’s pension shall be computed under the terms of the
Supplemental Plan in effect as of the date of the Participant’s termination of
employment with the Company, and shall not be recomputed, increased or
decreased after such termination, except for supplemental increases, if any, as
may be granted by the Company’s Board of Directors.


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Article 7



Death Benefits



7.1 Death Benefits: Except for the surviving spouse’s annuity described in
Sections 7.2 and 7.3, and any survivor death benefit selected by a Participant
in accordance with Section 7.4, no death benefits shall be payable under this
Supplemental Plan and a Participant shall forfeit all rights to any benefits
hereunder upon his or her death. As used in this Article, the term “surviving
spouse” refers to the person who is legally married to the Participant at the
time of his death and for the full one year (365 days) period immediately prior
to his death.


7.2 Surviving Spouse of Active Participant: The surviving spouse of a
Participant who dies while an active employee shall be eligible to receive a
monthly annuity in an amount equal to 50% of the deceased Participant’s Accrued
Benefit (without regard to vesting) determined on the basis of (i) the
Participant’s Final Average Compensation at the date of death, and (ii) the
Benefit Service the Participant would have had if employment had continued
until the Normal Retirement Date, and (iii) no reduction for benefit
commencement before age 65. This benefit shall continue for the lifetime of the
surviving spouse. Payment of this benefit shall commence in the month
following the Participant’s death.


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7.3 Surviving Spouse of Former Vested Participant



	 	(a)	 	Upon the death of a person who is a Former Vested Participant
and is not receiving a benefit under this Plan, the surviving spouse
of such person shall receive an annuity in an amount equal to 50% of
the annuity that would have been paid to the Former Vested
Participant under Section 6.8.
	 
	 	(b)	 	If the Former Vested Participant dies prior to the year in
which he or she would have reached age 55, then the surviving spouse
may elect in that year to (i) commence benefits at the time the
Former Vested Participant would have reached age 55 (the “age 55
date”), or (ii) to defer receipt of that benefit to a specified date
at least 24 months following the age 55 date. If no such election
is made, the benefit will commence in the month following the age 55
date.
	 
	 	(c)	 	If the Former Vested Participant dies on after the year he or
she reaches age 55. the benefit to the surviving spouse shall
commence in the month following the Former Vested Participant’s
death.
	 
	 	(d)	 	Reference is made to the Hardship Election provision below.
	 
	 	(e)	 	The amount of the benefit will be 50% of Former Vested
Participant’s Accrued Benefit, subject to early retirement reduction
in accordance with Exhibits C or D, as applicable, and shall
continue for the lifetime of the surviving spouse.



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7.4 Survivor Death Benefit: Upon the death of a retired Participant who is
receiving or is entitled to receive annuity benefits hereunder and who, in
accordance with Section 6.1 hereof, had previously elected to receive his or
her Accrued Benefit in a form which pays a death benefit to a designated
surviving beneficiary, such death benefit shall be paid to such designated
surviving beneficiary in accordance with such prior election.


7.5 Hardship Election. If, in the opinion of the Committee, any election to
defer a benefit under this Plan results in an undue hardship, then upon request
of the beneficiary, the beneficiary may elect to accelerate payment of that
benefit.


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Article 8


Miscellaneous


8.1 Amendment, Suspension, or Termination: Any amendment, suspension, or
termination of this Supplemental Plan shall have prospective effect only, be
non-discriminatory, and shall not affect any Accrued Benefit or vested right.


8.2 Nonguarantee of Employment: Nothing in this Supplemental Plan shall be
construed as a contract of employment between the Company and any Participant,
or as a right of any Participant to be continued in the employment of the
Company, or as a limitation of the right of the Company to discharge any
Participant, with or without cause.


8.3 Cost: The Company shall pay the full cost of this Supplemental Plan and
the Plan shall at all times be maintained on an unfunded basis. A
Participant’s rights to a benefit under this Supplemental Plan are contractual
in nature and in the event the Company is unable to pay any benefit required
hereunder, the Participant shall have, with respect to the Company, only those
rights of an unsecured creditor.


8.4 Nonalienation of Benefits: Benefits payable under this Supplemental Plan
shall not be subject in any manner to alienation, anticipation, assignment,
charge, encumbrance, execution,


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garnishment, pledge, sale, transfer, or levy of any kind, either voluntary or
involuntary, including any such liability which is for alimony or other
payments for the support of a spouse or former spouse, or for any other
relative of the Participant, prior to actually being received by the person
entitled to the benefit under the terms of this Supplemental Plan. Any attempt
to alienate, anticipate, assign, charge, encumber, pledge, sell, transfer, or
otherwise dispose of any right to benefits payable under this Supplemental Plan
shall be void. This Supplemental Plan shall not in any manner be liable for,
or subject to, the contracts, debts, liabilities, or torts of any person
entitled to benefits under this Supplemental Plan.


8.5 Forfeiture: Anything herein to the contrary notwithstanding, if a
Participant or retired Participant willfully performs any act or willfully
fails to perform any act of material importance to the Company, which may
result in material discredit or substantial detriment to the Company, then upon
recommendation of the Administrator and upon a majority vote of the Board of
Directors, such Participant or retired Participant or the surviving spouse of
such Participant shall forfeit any benefit payments owing on and after the date
fixed by the Board of Directors and the Company shall have no further
obligation under this Supplemental Plan to such Participant, retired
Participant, or the surviving spouse of such Participant. If a Participant
received his or her benefit in the form of a lump sum payment pursuant to
Section 6.2 hereof, then the Participant or the surviving spouse of such
Participant shall return to the Company a proportionate share of such lump sum
payment calculated as follows: The proportionate share


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shall equal the product of the lump sum payment multiplied by a fraction, the
numerator of which is the number of full years and months which elapsed from
the time of the payment to the time of the willful act or failure to act
described herein and the denominator of which is the number of full years and
months of the Participant’s life expectancy determined as of the time of the
lump sum payment.


8.6 Governing Law: All matters relating to this Supplemental Plan shall be
governed by the laws of the state of Virginia, without regard to the principles
of conflict of laws.


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Article 9


Appeals from Denial of Claims


     If any claim for benefits under the Plan is wholly or partially denied,
the claimant shall be given notice of the denial. This notice shall be in
writing, within a reasonable period of time after receipt of the claim by the
Committee. This period shall not exceed 90 days after receipt of the claim,
except that if special circumstances require an extension of time, written
notice of the extension shall be furnished to the claimant, and an additional
90 days will be considered reasonable.


     This notice shall be written in a manner calculated to be understood by
the claimant and shall set forth the following information:


     (a)  the specific reasons for the denial;


     (b)  specific reference to the Plan provisions on which the denial is
based;


     (c)  a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why this material of
information is necessary;


     (d)  an explanation that a full and fair review by the Committee of the
decision denying the claims may be requested by the claimant or an authorized
representative by filing with the Committee, within 60 days after the notice
has been received, a written request for the review; and


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     (e)  if this request is so filed, an explanation that the claimant or an
authorized representative may review pertinent documents and submit issues and
comments in writing within the same 60-day period specified in subsection (d).


     The decision of the Committee upon review shall be made promptly, and not
later than 60 days after the Committee questions receipt of the request for
review, unless specific circumstances require an extension of time for
processing. In this case the claimant shall be so notified, and a decision
shall be rendered as soon as possible, but not later than 120 days after
receipt of the request for review. If the claim is denied, wholly or in part,
the claimant shall be given a copy of the decision promptly. The decision
shall be it writing, shall include specific reasons for the denial, shall
include specific references to the pertinent Plan provisions on which the
denial is based, and shall be written in a manner calculated to be understood
by the claimant.


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Exhibit A



Participants in the Supplemental Executive Retirement Plan as of January 1, 1999



Elizabeth M. Arnold



Beverly J. Burke



Richard J. Cook



James H. DeGraffenreidt, Jr.



Richard L. Fisher



John K. Keane, Jr.



Frederic M. Kline



Patrick J. Maher



Lisa M. Metcalfe



Douglas V. Pope



Joseph M. Schepis



Roberta W. Sims



Robert A. Sykes



Robert E. Tuoriniemi



James B. White



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Exhibit B



Participants eligible to elect a
Full Retirement Pension or Early Retirement Pension

accordance with terms of Sections 6.5 and 6.6 of the Plan



Richard J. Cook



Richard L. Fisher



John K. Keane, Jr.



Patrick J. Maher



Douglas V. Pope



Robert A. Sykes



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Exhibit C



Early Retirement Pension Benefit

“Legacy” Formula




	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	Benefit Service
	
	 	

	Age*	 	<30 years	 	30 years
	
	 	
	 	

	 	65
	 	 	1	 	 	 	1	 
	

	 	 	
	 	 	 	
	 
	 	64
	 	 	0.98	 	 	 	1	 
	

	 	 	
	 	 	 	
	 
	 	63
	 	 	0.96	 	 	 	1	 
	

	 	 	
	 	 	 	
	 
	 	62
	 	 	0.94	 	 	 	1	 
	

	 	 	
	 	 	 	
	 
	 	61
	 	 	0.92	 	 	 	1	 
	

	 	 	
	 	 	 	
	 
	 	60
	 	 	0.90	 	 	 	1	 
	

	 	 	
	 	 	 	
	 
	 	59
	 	 	0.85	 	 	 	0.85	 
	

	 	 	
	 	 	 	
	 
	 	58
	 	 	0.80	 	 	 	0.80	 
	

	 	 	
	 	 	 	
	 
	 	57
	 	 	0.75	 	 	 	0.75	 
	

	 	 	
	 	 	 	
	 
	 	56
	 	 	0.70	 	 	 	0.70	 
	

	 	 	
	 	 	 	
	 
	 	55
	 	 	0.65	 	 	 	0.65	 
	

	 	 	
	 	 	 	
	 



•     Nearest Age of Participant (or Former Vested Participant) on date benefits
commence.



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Exhibit D



Early Retirement Pension Benefit

“New” Formula




	 	 	 	 	 	 
	

	Age *	 	All Service Levels
	
	 	

	 	65
	 	 	1	 
	

	 	

	 	64
	 	 	0.97	 
	

	 	

	 	63
	 	 	0.94	 
	

	 	

	 	62
	 	 	0.91	 
	

	 	

	 	61
	 	 	0.88	 
	

	 	

	 	60
	 	 	0.85	 
	

	 	

	 	59
	 	 	0.82	 
	

	 	

	 	58
	 	 	0.79	 
	

	 	

	 	57
	 	 	0.76	 
	

	 	

	 	56
	 	 	0.73	 
	

	 	

	 	55
	 	 	0.70	 
	

	 	




•     Nearest Age of Participant (or Former Vested Participant) on date benefits
commence.


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EXHIBIT E


LUMP SUM CALCULATION PROCEDURE



	1.	 	Determine the participant’s life expectancy as of the lump sum payment
date using the 1983 Group Annuity Mortality Table. Round the result up to
the next higher whole number of years.
	 
	2.	 	Determine the annual life annuity benefit, payable as of the lump sum
payment date, that is to be converted into an actuarially equivalent lump
sum.
	 
	3.	 	Assuming mid-year payment of the amount in Step (2), for each year of the
Participant’s future life expectancy, discount each year’s payment back to
the lump sum payment date using the yield on the zero-coupon US Treasury
security with maturity equal to the maturity of each year’s payment. The
lump sum shall equal the sum of the discounted payments. The U.S.
Treasury yields shall be those published for the date six months prior to
the lump sum payment date. If such date falls on day when U.S. Treasury
securities are not traded, yields for the next following business day
shall be used.



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EXHIBIT F


Actuarial Equivalent Reduction Factors for Disability Benefits

Commencing Prior to Age 55



	 	 	 	 	 	 
	

	 	 	 	Factor by Which Age 55 Benefit is
        
	 	 	 	Multiplied to Determine Benefit at
	Nearest Age at Commencement	 	Commencement Age
	
	 	

	 	54
	 	 	0.9261	 
	

	 	

	 	53
	 	 	0.8586	 
	

	 	

	 	52
	 	 	0.7968	 
	

	 	

	 	51
	 	 	0.7402	 
	

	 	

	 	50
	 	 	0.6882	 
	

	 	

	 	49
	 	 	0.6404	 
	

	 	

	 	48
	 	 	0.5963	 
	

	 	

	 	47
	 	 	0.5557	 
	

	 	

	 	46
	 	 	0.5183	 
	

	 	

	 	45
	 	 	0.4837	 
	

	 	

	 	44
	 	 	0.4516	 
	

	 	

	 	43
	 	 	0.4220	 
	

	 	

	 	42
	 	 	0.3945	 
	

	 	

	 	41
	 	 	0.3690	 
	

	 	

	 	40
	 	 	0.3453	 
	

	 	

	 	39
	 	 	0.3233	 
	

	 	

	 	38
	 	 	0.3028	 
	

	 	

	 	37
	 	 	0.2837	 
	

	 	

	 	36
	 	 	0.2660	 
	

	 	

	 	35
	 	 	0.2494	 
	

	 	

	 	34
	 	 	0.2339	 
	

	 	

	 	33
	 	 	0.2195	 
	

	 	

	 	32
	 	 	0.2060	 
	

	 	

	 	31
	 	 	0.1934	 
	

	 	

	 	30
	 	 	0.1816	 
	

	 	

	 	29
	 	 	0.1706	 
	

	 	

	 	28
	 	 	0.1603	 
	

	 	

	 	27
	 	 	0.1507	 
	

	 	

	 	26
	 	 	0.1416	 
	

	 	

	 	25
	 	 	0.1331	 
	

	 	





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