INTEGRYS ENERGY GROUP, INC.
PENSION RESTORATION AND
SUPPLEMENTAL RETIREMENT PLAN
As
Amended and Restated Effective April 1, 2008
INTEGRYS ENERGY GROUP, INC.
PENSION RESTORATION AND
SUPPLEMENTAL RETIREMENT PLAN
The
Integrys Energy Group, Inc. Pension Restoration and
Supplemental Retirement Plan (the “Plan”) was
originally adopted effective January 1, 2001 as the WPS
Resources Corporation Pension Restoration and Supplemental
Retirement Plan. The Plan name has been changed to
reflect the change in the name of the plan sponsor from WPS
Resources Corporation to Integrys Energy Group, Inc.
(“Company”). The Plan is intended
to promote the best interests of the Company and its
stockholders by attracting and retaining key management
employees possessing a strong interest in the successful
operation of the Company and its affiliates and by encouraging
their continued loyalty, service and counsel to the Company
and its affiliates.
The
Plan is amended and restated effective April 1, 2008, as set
forth herein.
ARTICLE I.
DEFINITIONS AND CONSTRUCTION
Section
1.01. Definitions.
The
following terms have the meanings indicated below unless the
context in which the term is used clearly indicates
otherwise:
(a)
Actuarial Equivalent or Actuarially Equivalent: A benefit of
equivalent actuarial value, determined by assuming payment
made or commencing on the Calculation Date and determined on
the basis of the following interest and mortality
assumptions:
(1) Pension
Restoration Benefit.
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(A)
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For purposes
of converting from a single sum payment to a single life annuity
without survivor benefits (“SLA”), or from a SLA to a
single sum payment, the interest rate and mortality table specified
under Part A or C of the Retirement Plan (whichever is applicable
to the Participant) that is determined pursuant to Code Section
417(e)(3) and that is used under the Retirement Plan for purposes
of converting a SLA into a single sum benefit amount or a single
sum benefit amount into a SLA (the “417(e)(3)
Rates”).
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(B)
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For purposes
of converting from a SLA to a one hundred eighty (180) month period
certain installment benefit, a seven percent (7%) interest rate and
the 1983 Group Annuity Mortality Table (Unisex).
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(C)
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For purposes
of converting from a SLA to a joint and fifty percent (50%)
surviving Spouse annuity or to any optional form of annuity
distribution that is
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available to
the Participant, the interest, mortality or other factors that
would be used for such purposes if the Pension Restoration Benefit
were being paid under Part A or Part C of the Retirement Plan
(whichever is applicable to the Participant.
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(2) Supplemental
Retirement Benefit.
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(A)
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For purposes
of calculating the offset under Section 4.03(a)(2)(B), the
417(e)(3) Rates.
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(B)
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For purposes
of converting from the one hundred eighty (180) month period
certain installment benefit to a single sum benefit, the interest
rate component of the 417(e)(3) Rates, but with no mortality
assumption or adjustment.
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(C)
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For purposes
of converting from the one hundred eighty (180) month period
certain installment benefit to an annuity benefit, or for purposes
of the early commence reduction described in Section 6.02(a)(2)(B),
a seven percent (7%) interest rate and the 1983 Group Annuity
Mortality Table (Unisex).
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(3) Defined
Contribution Restoration and SERP Benefit.
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(A)
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For purposes
of converting from a single sum benefit to a SLA, the 417(e)(3)
Rates.
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(B)
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For purposes
of converting from a SLA to another form of annuity payment or to a
one hundred eighty (180) month period certain installment benefit,
a
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seven
percent (7%) interest rate and the 1983 Group Annuity Mortality
Table (Unisex).
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(b)
Affiliate: For all purposes of the Plan other than Article VI,
a corporation, trade or business that, with the Company,
constitutes a controlled group of corporations or a group of
trades or businesses under common control within the meaning
of Code Section 414(b) and (c); provided that Code Section
414(b) and (c) shall be applied by substituting “at
least fifty percent (50%)” for “at least eighty
percent (80%)” each place it appears
therein.
(c)
Applicable Account Balance: The Participant’s qualified
and non-qualified plan balances, as of the Calculation Date
applicable to the Participant, that are attributable to
Employer Retirement Contributions and Special Defined
Contribution Credits allocated to the Participant with respect
to the 2013 – 2017 plan years, in all cases including
any actual or deemed investment gains or losses on such
contributions or credits.
(d)
Beneficiary: The person or entity designated by a Participant
to be his or her beneficiary for purposes any death benefit
that may become payable under Sections 3.06 or 4.07. If a
Participant designates his or her Spouse as a beneficiary,
such beneficiary designation (to the extent it relates to the
Spouse) shall become null and void on the date the Human
Resources Department of the Company obtains actual notice of
the Participant’s divorce or legal separation from such
Spouse. If a valid designation of beneficiary is
not in effect at the time of the Participant’s death,
the estate of the Participant is deemed to be the sole
beneficiary. If a beneficiary dies while entitled
to receive distributions, any remaining payments shall be paid
to the contingent beneficiary designated by the
Participant. If payments have been made to a
beneficiary or beneficiaries following the Participant’s
death and all beneficiaries and contingent beneficiaries
designated by the Participant die prior to receiving
all of
the benefits payable on behalf of the Participant, any
remaining payments due in accordance with the terms of the
Plan shall be paid to the estate of the beneficiary or
contingent beneficiary who last received payments under the
Plan. If all beneficiaries and contingent
beneficiaries designated by the Participant die prior to
receiving any
payments from the Plan, any benefits payable on behalf of the
Participant shall be paid to the estate of the
Participant. Beneficiary designations shall be
in
writing,
filed with the Committee, and in such form as the Committee
may prescribe for this purpose.
(e)
Board: The Board of Directors of the Company.
(f)
Calculation Date: The first day of the month following the
month in which occurs the Participant’s Separation from
Service.
(g)
Code: The Internal Revenue Code of 1986, as interpreted by
regulations and rulings issued pursuant thereto, all as
amended and in effect from time to time. Any reference to a
specific provision of the Code shall be deemed to include a
reference to any successor provision thereto.
(h)
Committee: The Compensation Committee of the
Board.
(i)
Company: Integrys Energy Group, Inc., or any successor
corporation.
(j)
Credited Service: A Participant’s credited service for
benefit accrual purposes that (1) with respect to periods
prior to January 1, 2013, is recognized under the Retirement
Plan for purposes of calculating the amount of the
Participant’s benefit under that plan, and (2) with
respect to periods after December 31, 2012 and before January
1, 2018, would have been recognized under the Retirement Plan
if the Retirement Plan had continued to recognize benefit
accrual service. Employment after December 31, 2017
will not be recognized as Credited Service for purposes of
this Plan.
(k)
Employee: A common law employee of the Company or an Affiliate
who is a management or highly compensated employee, as those
terms are defined for purposes of the “top-hat”
rules of ERISA.
(l)
Employer Retirement Contributions: The non-elective
contributions that are made by the Company or an Affiliate to
a qualified defined contribution plan and that are not
contingent upon the Participant having made contributions to
such plan.
(m)
ERISA: The Employee Retirement Income Security Act of 1974, as
interpreted by regulations and rulings issued pursuant
thereto, all as amended and in effect from time to time. Any
reference to a specific provision of ERISA shall be deemed to
include a reference to any successor provision
thereto.
(n)
Participant: An Employee who has been designated by the
Committee as being eligible to participate in the Integrys
Energy Group, Inc. Nonqualified Deferred Compensation Plan (or
any successor plan thereto); provided that the Supplemental
Retirement Benefit component of the Plan is limited to those
Employees who were designated for participation for that
component prior to April 1, 2008. Effective April 1, 2008, no
additional Employees will become Participants in the
Supplemental Retirement Benefit component of the Plan. An
Employee who has been designated as being eligible to
participate in the Plan shall commence participation in the
Plan or applicable component of the Plan on the first day of
the first month that commences at least sixty (60) days
following the date of the Committee meeting at which the
Employee is designated as being eligible to participate in the
Plan, or such later date as the Committee may prescribe when
designating the Employee for participation, provided that the
Employee is still employed in an eligible employment position
by the Company or an Affiliate on the date on which
participation is scheduled to commence.
(o)
Payment Date: The last business day of the seventh month
following the month in which the Participant’s
Separation from Service occurs. This is the date on
which payment of a Participant’s vested benefit is made
(if paid as a single sum) or commences (if paid in
installments or as a monthly annuity). All benefits
are paid on the last business day of the month.
(p)
Pension Restoration Benefit: The benefit described in Article
III.
(q)
Plan: The Integrys Energy Group, Inc. Pension Restoration and
Supplemental Retirement Plan, as from time to time amended and
in effect.
(r)
Regular Monthly Payment: A Participant’s normal monthly
installment or annuity payment amount determined as of the
Calculation Date in accordance with the terms of
the
Plan, without regard to the Retroactive Benefit Payment or
interest on the Retroactive Benefit Payment.
(s)
Retirement Plan: Part A or C (whichever is applicable to the
Participant) of the Wisconsin Public Service Corporation
Retirement Plan, or any successor thereto.
(t)
Retroactive Benefit Payment: The sum of the Regular Monthly
Payments that would have been made, if monthly benefit
payments had commenced with a payment on the last day of the
month in which occurs the Calculation Date, during the period
beginning with the month in which occurs the Calculation Date
and ending with the month preceding the month in which occurs
the Payment Date.
(u)
Separation from Service: The date on which a Participant
terminates employment from the Company and all Affiliates,
provided that (1) such termination constitutes a separation
from service for purposes of Code Section 409A, and (2) the
facts and circumstances indicate that the Company (or the
Affiliate) and the Participant reasonably believed that the
Participant would perform no further services (either as an
employee or as an independent contractor) for the Company (or
the Affiliate) after the Participant’s termination date,
or believed that the level of services the Participant would
perform for the Company (or the Affiliate) after such date
(either as an employee or as an independent contractor) would
permanently decrease such that the Participant would be
providing insignificant services to the Company or an
Affiliate. For this purposes, a Participant is
deemed to provide insignificant services to the Company or an
Affiliate, and thus to have incurred a bona fide Separation
from Service, if the Participant provides services at an
annual rate that is less than twenty percent (20%) of the
services rendered by such individual, on average, during the
immediately preceding thirty-six (36) months of employment (or
his or her actual period of employment if
less). Notwithstanding the foregoing, if a
Participant takes a leave of absence from the Company or an
Affiliate for purposes of military leave, sick leave or other
bona fide leave of absence, the Participant’s employment
will be deemed to continue for the first six (6) months of the
leave of absence, or if longer, for so long as the
Participant’s right to reemployment is provided either
by statute or by contract; provided that if the leave of
absence is due to a medically determinable
physical
or mental impairment that can be expected to result in death
or last for a continuous period
of not less than six (6) months, where such impairment causes
the Employee to be unable to perform the duties of his or her
position of employment or any substantially similar position
of employment, the leave may be extended for up to twenty-nine
(29) months without causing a Separation from
Service.
(v)
Special Defined Contribution Credits: The defined contribution
restoration and/or supplemental retirement credits made to a
Participant’s account under a non-qualified deferred
compensation plan with respect to the 2013-2017 plan years,
that represent (1) amounts that would have been contributed as
Employer Retirement Contributions on the Participant’s
behalf to a qualified defined contribution plan were it not
for the limitations of Code Section 401(a)(17) and 415, or (2)
other supplemental retirement credits that are not contingent
upon the Participant having deferred compensation under such
plan.
(w)
Spouse: A person of the opposite sex to whom the Participant
is legally married.
(x)
Supplemental Retirement Benefit: The benefit described in
Article IV.
(y)
Trust: The Integrys Energy Group, Inc. Deferred Compensation
Trust, which was formerly known as the WPS Resources
Corporation Deferred Compensation Trust, or other funding
vehicle which may from time to time be established, as amended
and in effect from time to time.
Section
1.02. Construction and Applicable
Law.
(a)
Wherever any words are used in the masculine, they shall be
construed as though they were used in the feminine in all
cases where they would so apply; and wherever any words are
use in the singular or the plural, they shall be construed as
though they were used in the plural or the singular, as the
case may be, in all cases where they would so apply. Titles of
articles and sections are for general information only, and
the Plan is not to be construed by reference to such
items.
(b)
This Plan is intended to be a plan of deferred compensation
maintained for a select group of management or highly
compensated employees as that term is used in ERISA,
and
shall be interpreted so as to comply with the applicable
requirements thereof. In all other respects, the Plan is to be
construed and its validity determined according to the laws of
the State of Illinois, without regard to the principle of
conflict of laws, to the extent such laws are not preempted by
federal law. Any action for benefits under the Plan or to
enforce the terms of the Plan shall be heard in the State of
Illinois by the court with jurisdiction over the claim. In
case any provision of the Plan is held illegal or invalid for
any reason, the illegality or invalidity will not affect the
remaining parts of the Plan, but the Plan shall, to the extent
possible, be construed and enforced as if the illegal or
invalid provision had never been inserted.
ARTICLE II.
PAYMENT ELECTIONS
Section
2.01. General Rules.
(a)
Participant
Payment Elections . A Participant’s
vested benefits are distributed based upon the
Participant’s payment election (or deemed payment
election).
(b)
Coordinated
Distribution of Pension Restoration Benefit, Supplemental
Retirement Benefit and Certain Deferred Compensation
Benefits . With respect to any Participant
who has been designated for participation in both the Pension
Restoration Benefit and the Supplemental Retirement Benefit
components of the Plan, the Participant makes a single benefit
payment election (or deemed election) that governs the form
and time of distribution of (1) the Pension Restoration
Benefit, (2) the Supplemental Retirement Benefit, and (3) the
portion of the Participant’s Applicable Account Balance
that is attributable to Special Defined Contribution
Credits. The Participant is not able to make
separate elections with respect to each of these
benefits.
Section
2.02. Participant Payment
Election.
(a)
Payment Election
as to Form of Payment . Each Participant
whose participation is limited to the Pension Restoration
Benefit Component of the Plan shall make a payment election
whether to receive his or her vested Pension Restoration
Benefit either as (1) a single sum cash payment, or (2) an
annuity distribution. Each Participant who
participates in both the Pension Restoration Benefit and the
Supplemental Retirement Benefit components of the Plan shall
make a single payment election whether to receive his or her
vested benefits either as (1) a single sum cash payment, (2) a
one hundred eighty (180) month period certain installment
payment, or (3) an annuity distribution. The
Participant’s single payment election will govern the
distribution of the Participant’s vested Pension
Restoration Benefit, the Participant’s vested
Supplemental Retirement Benefit, and if the Participant has
received Special Defined Contribution Credits, the portion of
the Participant’s vested Applicable Account Balance that
is attributable to Special Defined Contribution
Credits.
(b)
Annuity
Distribution . A Participant who has elected
(or is deemed to have elected) the annuity payment option is
not required to elect the specific form of annuity at the time
of making the payment election, so long as the available forms
of annuity distribution are actuarially equivalent for
purposes of Code Section 409A. If the available
forms of annuity distribution are actuarially equivalent for
purposes of Code Section 409A, the Participant may choose the
specific form of monthly annuity at any time prior to the
Calculation Date, in accordance with rules prescribed by the
Committee. Additional rules regarding annuity
benefit distribution are set forth in Sections 3.05 and
4.06.
(c)
Date
of Payment Election . In the case of an
Employee who becomes a Participant prior to January 1, 2009,
the payment election must be made on or before
December 31, 2008. The election on file (or deemed to be
on file) at December 31, 2008 will be the Participant’s
payment election. In the case of an Employee who
becomes a Participant after December 31, 2008, the payment
election must be made during the period commencing on the date
on which the Employee is designated for participation in the
Plan and ending on the date on which the Employee becomes a
Participant, or within such other period as is permitted by
the Committee in accordance with Code Section
409A. All payment elections must be made in such
form and in accordance with such rules prescribed by the
Committee or its delegate.
(d)
Default Payment
Election . If a Participant fails to make
such a payment election within the prescribed period, the
Participant will be deemed to have elected to receive a single
sum distribution; provided that in the case of a
Participant who participates in both the Pension Restoration
Benefit and the Supplemental Retirement Benefit components of
the Plan, the Participant’s benefit election on file at
December 31, 2008, even if originally made only with respect
to the Pension Restoration Benefit, shall be deemed to be the
Participant’s payment election both with respect to the
Pension Restoration Benefit and the Supplemental Retirement
Benefit (and if the Participant has received Special Defined
Contribution Credits, the portion of the Participant’s
vested Applicable Account Balance that is attributable to
Special Defined Contribution Credits).
(e)
Irrevocability
of Payment Election . A Participant’s
payment election (or deemed payment election) is
irrevocable.
ARTICLE III.
PENSION RESTORATION BENEFIT
Section
3.01. Eligibility.
An
Employee is eligible for the Pension Restoration Benefit
if:
(a)
The Committee has designated the Employee for participation in
the Pension Restoration Benefit component of the Plan and the
Employee, in accordance with Section 1.01(n), has become a
Participant in the Pension Restoration Benefit component of
the Plan; and
(b)
The Participant is covered under and has a vested entitlement
to a retirement benefit from the Retirement Plan.
Section
3.02. Pension Restoration Benefit
Formula.
The
Pension Restoration Benefit accrued by an eligible Participant
is determined as of the Calculation Date and, when expressed
in the form of a life annuity without survivor benefits
commencing with a payment for the month in which occurs the
Calculation Date, is equal to the difference between (a) and
(b) below:
(a)
The monthly retirement benefit that would be payable to the
Participant under the Retirement Plan if the benefit were
determined by applying all of the terms and conditions of the
Retirement Plan, except for the following modifications or
assumptions:
(1)
The benefit is paid in the form of a life annuity without
survivor benefits, regardless of the form of benefit actually
elected by the Participant under the Retirement
Plan;
(2)
The benefit is paid commencing with a payment for the month in
which occurs the Calculation Date, regardless of the
Participant’s actual date of benefit commencement under
the Retirement Plan and regardless of the Payment Date
applicable to the Participant under this Plan;
(3)
The benefit is calculated as if base salary and annual bonus
(but not long-term bonus) amounts deferred by the Participant
under the Integrys Energy Group, Inc. Deferred Compensation
Plan had been paid to the Participant as current compensation
in the year of the deferral;
(4)
The benefit is calculated as if the compensation limitation of
Section 401(a)(17) of the Code and the maximum benefit
limitation of Section 415 of the Code did not
apply.
(b)
The monthly retirement benefit that would be payable to the
Participant under the Retirement Plan if the benefit were
determined in accordance with the modifications or assumptions
described in Section 3.02(a)(1) and (2) above, but otherwise
applying all of the terms and conditions of the Retirement
Plan. For this purpose, the Participant’s benefit under
the Retirement Plan shall be determined by attributing to the
Participant any portion of the Retirement Plan benefit that is
assigned to an alternate payee pursuant to a domestic
relations order.
Section
3.03. Distribution of Single Sum
Benefits.
If the
Participant’s Pension Restoration Benefit is payable in
a single sum, distribution will be made in accordance with the
following rules:
(a)
Time
of Payment . The single sum payment will be
calculated as of the Calculation Date but paid on the Payment
Date.
(b)
Amount of Single
Sum Benefit . The single sum cash payment
shall be equal to the sum of (1) an amount that, as of the
Calculation Date, is Actuarially Equivalent to the
Participant’s Pension Restoration Benefit as calculated
under Section 3.02 above. For a married
Participant, the single sum benefit does not include the value
of any surviving Spouse benefit that would be paid if the
Participant had instead elected an annuity benefit, i.e., the
single sum benefit is Actuarially Equivalent to the single
life annuity with no survivor
benefits. The
payment
to be made on the Payment Date will equal the sum of (1) the
single sum amount determined, as of the Calculation Date, in
accordance with the preceding sentence, and (2) interest on
the single sum amount from the last day of the month in which
occurs the Calculation Date through the Payment Date.
Interest under clause (2) above, for the period through the
last day of the month in which occurs the six (6) month
anniversary of the Participant’s Separation from
Service, shall be determined at the 417(e)(3) Rate (first
segment rate) in effect under the Retirement Plan for the
calendar year in which occurs the Calculation
Date.
(c)
Death Prior to
Payment Date . This Section 3.03 applies
only if the Participant is alive on the Payment
Date. If the Participant dies prior to the Payment
Date, the benefits (if any) payable following the
Participant’s death shall be determined in accordance
with Section 3.06.
Section
3.04. Distribution of 180 Month Period Certain
Installment Benefit.
If the
Participant’s Pension Restoration Benefit is payable as
a one hundred eighty (180) month period certain installment
benefit (in accordance with Section 2.02, only certain
Participants are eligible for this form of payment),
distribution will be made in accordance with the following
rules:
(a)
Time
of Payment . The one hundred eighty (180)
month period certain installment benefit will be calculated as
of the Calculation Date but paid beginning on the Payment
Date.
(b)
Amount of Each
Installment . The amount of each monthly
installment shall be determined by converting the
Participant’s Pension Restoration Benefit as calculated
under Section 3.02 above into an Actuarially Equivalent
one hundred eighty (180) month period certain installment
benefit. For a married Participant, the one hundred
eighty (180) month period certain installment benefit does not
include the value of any surviving Spouse benefit that would
be paid if the Participant had instead elected an annuity
benefit, i.e., the one hundred eighty (180) month period
certain installment benefit is Actuarially Equivalent to the
single life annuity with no survivor benefits. The
payment made on the Payment Date will include (1) the Regular
Monthly Payment for the month in which occurs the Payment
Date, (2) the Retroactive Benefit Payment, and (3) interest on
each monthly installment that constitutes part of the
Retroactive Benefit
Payment
for the period from the date on which such installment would
have been paid had monthly payments commenced with a payment
on the last day of the month that includes the Calculation
Date through the Payment Date. Following the
payment on the Payment Date, payments to the eligible
Participant in an amount equal to the Regular Monthly Payment
shall continue until a total of one hundred eighty (180)
monthly payments have been made; provided that for purposes of
determining whether a total of one hundred eighty (180)
monthly payments have been made, the payment made on the
Payment Date will be treated as consisting of seven (7)
payments. Interest under clause (3) above, for the
period through the last day of the month in which occurs the
six (6) month anniversary of the Participant’s
Separation from Service, shall be determined at the 417(e)(3)
Rate (first segment rate) in effect
under the Retirement Plan for the calendar year in
which occurs the Calculation Date. For example, if
the Participant incurs a Separation from Service on December
31, 2009, the Calculation Date is January 1, 2010, the first
payment would have been made on January 31, 2010 if payment
had commenced with a payment for the month that includes the
Calculation Date, and the Payment Date will be July 31,
2010. Interest on each monthly installment that
constitutes part of the Retroactive Benefit Payment for the
period from the date on which the monthly installment
otherwise would have been paid through the Payment Date will
be credited at the 2010 417(e)(3) Rate (first segment rate) in
effect under the Retirement Plan.
(c)
Death Prior to
Payment Date . This Section 3.04 applies
only if the Participant is alive on the Payment
Date. If the Participant dies prior to the Payment
Date, the benefits (if any) payable following the
Participant’s death shall be determined in accordance
with Section 3.06.
Section
3.05. Distribution of Annuity
Benefits.
If the
Participant’s Pension Restoration Benefit is payable as
an annuity, distribution will be made in accordance with the
following rules:
(a)
Normal Form of
Distribution . If the Participant has
elected (or is deemed to have elected) an annuity form of
distribution, then payment for an unmarried Participant will
be made in accordance with subsection (a)(1) below, and
payment for a married Participant, unless the
Participant
has validly elected payment in an alternate form of annuity
payment in accordance with subsection (b) below, will be made
in accordance with subsection (a)(2) below:
(1)
Unmarried
Participant . If the Participant is not
married on the Calculation Date, distribution will be in the
form of a monthly single life annuity in the amount determined
under Section 3.02. Monthly payments will
commence on the Payment Date applicable to the Participant and
will continue until and including a payment for the month in
which occurs the Participant’s death.
(2)
Married
Participant . If the Participant is married
on the Calculation Date, distribution will be in the form of a
joint and fifty percent (50%) survivor annuity with the
Participant’s Spouse as of the Calculation Date as the
sole contingent annuitant. Monthly payments under
the joint and fifty percent (50%) survivor annuity will
commence on the Payment Date applicable to the Participant and
will continue until and including a payment for the month in
which occurs the Participant’s death. If the
Participant predeceases the Spouse to whom he or she was
married on the Calculation Date, fifty percent (50%) of the
Regular Monthly Payment Amount applicable to the Participant
during his or her lifetime shall continue during the remaining
lifetime of such Spouse. The Regular Monthly
Payment Amount payable to the Participant during his or her
lifetime will be the amount determined under Section 3.02
reduced, in order to reflect the cost of the survivor benefit,
in the same manner as the benefit would be reduced under Part
A or Part C of the Retirement Plan (whichever is applicable to
the Participant) if the benefit were being paid under the
Retirement Plan.
(b)
Alternate Forms
of Annuity Distribution . In lieu of the
normal form of payment applicable under subsection (a) above,
a Participant who participates in Part A of the Retirement
Plan, who is married on the Calculation Date, and who has in
effect an election of the annuity payment method, may elect,
in accordance with such conditions as may be established by
the Committee, to receive payment in an alternate form of
annuity that would be available to the Participant under Part
A of the Retirement Plan if the Pension Restoration Benefit
were being paid under Part A of the Retirement Plan rather
than under this Plan. In lieu of the normal form of
payment applicable under subsection (a) above, a Participant
who participates in Part C of the Retirement Plan and who has
in effect an election of the annuity payment method, may
elect, in accordance with such conditions as may be
established by the Committee, to receive payment in an
alternate form of annuity that would be available to the
Participant under Part C of the Retirement Plan if the Pension
Restoration Benefit were being paid under Part C of the
Retirement Plan rather than under this Plan. The alternate
form of annuity distribution shall be calculated by converting
the monthly benefit amount determined under Section 3.02 into
a payment in such alternate annuity form, with the conversion
accomplished by using the adjustment factors that would be
used under the Retirement Plan for purposes of converting from
the normal form of benefit to an alternate form of annuity if
the Pension Restoration Benefit were being paid under Part A
of Part C of the Retirement Plan, whichever is applicable to
the Participant. If the Participant elects payment
in an alternate form of annuity that provides surviving Spouse
benefits following the Participant’s death, the
surviving Spouse benefits will be paid to the Spouse to whom
the Participant is married on the Calculation
Date. The Participant’s election of an
alternate form of annuity must be made prior to the
Calculation Date, and becomes irrevocable on the Calculation
Date; provided that if the Participant is covered under Part A
of the Retirement Plan and is not married on the Calculation
Date, any prior election of payment in an alternate form of
annuity shall be null and void.
(c)
Regular Monthly
Payments and the Retroactive Benefit Payment . The
payment made on the Payment Date will include (1) the Regular
Monthly Payment for the month in which occurs the Payment
Date, (2) the Retroactive Benefit Payment, and (3) interest on
each monthly installment that constitutes part of the
Retroactive Benefit Payment for the period from the
date
on
which such installment would have been paid had monthly
payments commenced with a payment on the last day of the month
that includes the Calculation Date through the Payment
Date. Each subsequent monthly payment to the
Participant will be an amount equal to the Regular Monthly
Payment. Interest under clause (3) above, for the
period through the last day of the month in which occurs the
six (6) month anniversary of the Participant’s
Separation from Service, shall be determined at the 417(e)(3)
Rate (first segment rate) in effect under the Retirement Plan
for the calendar year in which occurs the Calculation
Date.
(d)
Death Prior to
Payment Date . This Section 3.05 applies
only if the Participant is alive on the Payment
Date. If the Participant dies prior to the Payment
Date, the benefits (if any) payable following the
Participant’s death shall be determined in accordance
with Section 3.06.
Section
3.06. Death Benefits.
The form and time of
benefit distribution is irrevocably established at the earlier
to occur of (1) the Payment Date (which, in accordance with
Section 1.409A-3(b) of the Income Tax Regulations, is an
objectively determinable and nondiscretionary date that is
based upon the Participant’s Separation from Service and
that is fixed at the time of the Participant’s
Separation from Service), and (2) the date of the
Participant’s death.
(a)
Death Prior to
Payment Date . If a Participant who is
eligible for a Pension Restoration Benefit dies prior to the
Payment Date (including a Participant who is eligible for a
Pension Restoration Benefit who dies during employment), the
Participant’s Beneficiary will receive a single sum
payment equal to the single sum payment to which the
Participant would have been entitled to as of the Calculation
Date if the Participant had in effect a single sum payment
election under Article II (regardless of the election actually
made by the Participant), together with interest, at the
417(e)(3) Rate (first segment rate) from the last day of the
month in which occurs the Calculation Date through the last
day of the month preceding the month in which payment to the
Beneficiary is made.
(b)
Death on or
After the Payment Date .
(1)
Death After
Commencement of Installment Payments . If
the Participant’s benefit is being distributed as a one
hundred eighty (180) month period certain installment benefit
and the Participant dies on or after the Payment Date, i.e.,
on or after the date on which installment distributions to the
Participant have begun, but prior to the date on which one
hundred eighty (180) payments have been made, monthly
installment distributions to the Beneficiary (at the same time
as payments to the Participant would have been made) shall
continue until the total number of monthly installments paid
to the Beneficiary, when aggregated with the number of monthly
installments paid to the Participant prior to his or her
death, equals one hundred eighty (180).
(2)
Death After
Commencement of Annuity Payments . If the
Participant’s benefit is being distributed as an annuity
and the Participant dies on or after the Payment Date, i.e.,
on or after the date on which payment of Plan benefits has
actually begun, the only benefits payable following the
Participant’s death shall be those (if any) payable
under the form of annuity distribution in which the
Participant’s benefit was being paid. Thus,
for example, if the Participant was receiving payments in the
form of a single life annuity, no further benefits are payable
following the Participant’s death. Similarly,
if the Participant was receiving benefits in the form of a
joint and fifty percent (50%) surviving Spouse annuity, the
only benefits payable following the Participant’s death
shall be those payable pursuant to the fifty percent (50%)
survivor feature of the annuity benefit, to the Spouse (if
still living) to whom the Participant was married on the
Calculation Date. There is no guarantee that the
total amount of
benefits
received by the Participant (and if applicable, the
Participant’s surviving Spouse) under an annuity form of
distribution will be at least equal to the amount that would
have been paid to the Participant if the Participant had
elected distribution in a single sum or in
installments.
ARTICLE IV.
SUPPLEMENTAL RETIREMENT BENEFIT
Section
4.01. Eligibility.
Except
as provided in Section 6.02(c), an Employee is eligible for
the Supplemental Retirement Benefit if:
(a)
The Committee, prior to April 1, 2008, has designated the
Employee for participation in the Supplemental Retirement
Benefit component of the Plan, and the Employee, in accordance
with Section 1.01(n), has become a Participant in the
Supplemental Retirement Benefit component of the Plan;
and
(b)
Except as provided in Section 4.07 with respect to a
Participant whose Separation from Service is caused by the
Participant’s death, the Participant’s Separation
from Service occurs after the Participant has attained
fifty-five (55) years of age and after the Participant has
completed at least ten (10) years of Credited
Service.
Section
4.02. Final Average Earnings.
(a)
For purposes of calculating a Participant’s Supplemental
Retirement Benefit, “Final Average Earnings” means
one thirty-sixth (1/36th) of the base salary and annual (but
not long-term) bonus, determined prior
