Nicor Inc.
Form 8-K
Exhibit 10.12
Amendment To
Nicor Gas Supplementary
Retirement Plan
(As in Effect on October 3, 2004,
for Pre-2005 Benefits)
WHEREAS, Northern Illinois Gas Company (doing
business as Nicor Gas Company, the “Company”),
previously established and maintains the Nicor Gas Supplementary
Retirement Plan as in effect of October 3, 2004 for pre-2005
benefits (the “Plan”); and
WHEREAS, 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 of the
Plan) prior to or on December 31, 2007 and (ii) each Limited
Participant (as defined in subsection 1.9 of the Plan) whose
individual agreement provides for such grandfathering
(“Grandfathered Benefits”); and
WHEREAS, 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; and
WHEREAS, the Company now desires to revise the
administrative provisions of the Plan as in effect on October 3,
2004, and that such amendment not be a material modification of the
Plan terms applicable to Grandfathered Benefits, within the meaning
of Treas. Reg. §§1.409A-6(a)(1) and (4);
NOW, THEREFORE, pursuant to the power reserved
to the Company by subsection 4.1 of the Plan, the Plan be and
hereby is amended in the following particulars, effective as of
January 1, 2008:
1. By
deleting the phrase “Plan Administration;” in the
header and the first two sentences of Subsection 1.3 of the Plan,
and adding the following as a new Section 5 of the Plan:
“ 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:
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(a)
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Conclusively
interpret and construe the provisions of the Plan and to remedy
ambiguities, inconsistencies and omissions of whatever kind or
nature;
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(b)
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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;
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(c)
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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;
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(d)
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Maintain and
keep adequate records concerning the Plan and concerning its
proceedings and acts in such form and detail as the Committee may
decide;
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(e)
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Direct all
benefit payments under the Plan;
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(f)
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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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(g)
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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;
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(h)
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Correct any
defect or omission and to reconcile any inconsistency in the Plan,
and to remedy any error in any payment made h
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