Exhibit 10.23(d)
CABOT OIL & GAS
CORPORATION PENSION PLAN
(As Amended and Restated
Effective January 1, 2006)
FOURTH AMENDMENT
WHEREAS, effective January 1,
1991, Cabot Oil & Gas Corporation (the
“Company”) established the Cabot Oil & Gas
Corporation Pension Plan and subsequently amended and restated the
Plan, effective January 1, 2006 (the “Plan”);
and
WHEREAS, the Company now desires to
amend the Plan to provide for changes made necessary or appropriate
pursuant to the promulgation of final regulations under
Section 415 of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, having reserved the
right to amend the Plan pursuant to Section 10.1 thereof, the
Company hereby amends Article XV of the Plan by deleting the
contents thereof and replacing the following in their
stead:
15.1 Limitations on Benefits
.
In accordance with Treasury
Regulation § 1.415(a)-1(d)(3), the Plan incorporates by
reference the limitations on benefits under Code Section 415
and as provided under Treasury Regulation § 1.415(b)-1 et
seq . (as may be revised or amended from time to time by the
Internal Revenue Service), including, but not limited to, Treasury
Regulation § 1.415(f)-1. Unless otherwise provided in this
Section, the default rules under Code Section 415 Treasury
Regulations shall apply with respect to the limitations under this
Section.
Notwithstanding any provision of
this Plan to the contrary, the Annual Benefit otherwise accrued by
or payable to a Participant under the Plan at any time shall not
exceed, and shall be limited to (or the rate of accrual reduced
to), the “Maximum Permissible Benefit,” which is the
lesser of:
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(i)
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$160,000, as
adjusted for cost of living increases pursuant to Code
Section 415(d) and Treasury Regulation § 1.415(d)-1(a)
(the “Dollar Limit”); or
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(ii)
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100% of the
Participant’s average Compensation for the period of the
Participant’s High-3 Years of Service, as adjusted pursuant
to Code Section 415(d) (the “Percentage
Limit”).
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In no event shall an Annual Benefit
exceeding the above limits be accrued, distributed, or otherwise
payable in any optional form of benefit, including the normal form
of benefit, at any time from the Plan (or from an annuity contract
that will make distributions to a Participant on behalf of the Plan
or from an annuity contract distributed under the Plan).
In the event a Participant’s
Annuity Starting Date occurs before he attains age 62 or after he
attains age 65, his Maximum Permissible Benefit shall be adjusted
in accordance with the provisions of Treasury Regulation §
1.415(b)-1(d) or (e), respectively, and, if applicable, under
Treasury Regulation § 1.415(b)-1(h).
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The Annual Benefit (without regard
to the age at which benefits commence) payable with respect to a
Participant does not exceed the Dollar Limit if (i) the
benefits (other than benefits not taken into account in the
computation of the Annual Benefit under the rules of Treasury
Regulation § 1.415(b)-1(b) or (c)) payable with respect to a
Participant under the Plan and all other defined benefit plans of
the Employer do not in the aggregate exceed $10,000 for the
Limitation Year or for any prior Limitation Year (as computed in
accordance with Treasury Regulation § 1.415(b)-1(f)(2) and
subject to adjustment for participation of less than 10 years); and
(ii) the Employer (or a predecessor employer) has not at any
time maintained a defined contribution plan in which the
Participant participated.
If a Participant has less than 10
years of participation in the Plan, the Dollar Limit, Percentage
Limit and the $10,000 amount described above shall be multiplied by
a fraction, the numerator of which is the number of years (or part
thereof, but not less than one year) of participation in the Plan,
and the denominator of which is 10, in accordance with Treasury
Regulation § 1.415(b)-1(g).
To the extent a Participant’s
Annual Benefit for a Limitation Year exceeds the
Participant’s Maximum Permissible Benefit, such result shall
be corrected in accordance with procedures available under the
Internal Revenue Service’s Employee Plans Compliance
Resolution System in effect at the time of the
correction.
For purposes of this Section, the
following terms shall have the following meanings:
(a) Annual Benefit : The
benefit that is payable in the form of a straight life annuity
(with no ancillary benefits), as defined in Treasury Regulation
§ 1.415(b)-1(b). In the event that a Participant’s
benefit is payable in a form other than a straight life annuity,
his Annual Benefit shall be the benefit payable in the form of the
straight life annuity payable on the first day of each month that
is actuarially equivalent to the benefit payable in such other
form, determined under the rules of Treasury Regulation §
1.415(b)-1(c) and, if applicable, under Treasury Regulation §
1.415(b)-1(h). The actuarial equivalent of a straight life annuity
(A) for a form of benefit that is not subject to
Section 417(e)(3) of the Code shall be computed using the
following assumptions, whichever provides the greater equivalent
annual benefit (1) a 5% interest rate assumption and the
mortality table used for such form of benefit specified in
Section 1.1 of the Plan for that Annuity Starting Date and
(2) the interest rate and mortality table (or other tabular
factor) specified in Section 1.1 of the Plan; and (B) for
a form of benefit that is subject to Section 417(e)(3) of the
Code shall be computed using either (I) the “applicable
interest rate” under Section 417(e)(3) of the Code
(“Applicable Interest Rate”) and the “applicable
mortality table” under Section 417(e)(3) of the Code
(“Applicable Mortality Table”) for adjusting benefits
in the same form; (II) a 5.5% interest rate assumption and the
Applicable Mortality Table; or (III) the Applicable Interest Rate
and the Applicable Mortality Table, divided by 1.05, whichever
provides the greatest annual amount.
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In no event shall a
Participant