EXHIBIT 10(iii)29
AMENDMENT TO AND RESTATEMENT OF
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
RETIREMENT BENEFIT RESTORATION PLAN
WHEREAS, Central Hudson Gas & Electric Corporation ("Central Hudson")
established, effective March, 1992, its Retirement Benefit Restoration Plan
which was twice amended, the last such amendment being by instrument, executed
December 1, 1998 (as so amended, the "Plan").
WHEREAS, Central Hudson proposes further to amend the Plan in order to
provide for the inclusion therein of certain officers of its parent company, CH
Energy Group, Inc. ("Energy Group") and to make certain other changes to reflect
the December 15, 1999 holding company restructuring of Central Hudson and, as
amended, to restate the Plan.
NOW, THEREFORE, Central Hudson hereby amends and, as amended, restates the
Plan, effective as of January 1, 2000, to read as set forth in Attachment A
hereto.
Pursuant to authorization of the Board of Directors of Central Hudson
granted on June 16, 2000, I have executed this Amendment and Restatement
instrument this 23rd day of June, 2000.
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Paul J. Ganci
Chairman of the Board
and Chief Executive Officer
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ATTACHMENT A
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
RETIREMENT BENEFIT RESTORATION PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 2000
ARTICLE I. DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security Act of
1974 ("ERISA"), as from time to time amended.
1.02 "Pension Plan" shall mean the Retirement Income Plan of Central
Hudson Gas & Electric Corporation, as from time to time amended.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
1.04 "Central Hudson" shall mean Central Hudson Gas & Electric
Corporation.
1.05 "Effective Date" shall mean May 1, 1993.
1.06 "Maximum Benefit" shall mean the benefit or benefits to be paid a
Participant under the Pension Plan.
1.07 "Participant" shall mean any employee of Central Hudson or Energy
Group who is an active Member in the Pension Plan on or after the Effective
Date, whose pension benefits determined on the basis of the provisions of the
Pension Plan, without regard to the limitations imposed by Code Sections
401(a)(17) and 415, would exceed the Maximum Benefit, and who holds any of the
following officer positions with either Central Hudson or Energy Group:
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CENTRAL HUDSON OFFICERS
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Chairman of the Board and Chief Executive Officer
President and Chief Operating Officer
Vice President (including any level thereof)
Secretary
Chief Financial Officer and Treasurer
Controller
Assistant Vice President
Assistant Treasurer
ENERGY GROUP OFFICERS
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Chairman of the Board, President and Chief Executive Officer
Vice President (including any level thereof)
Secretary
Chief Financial Officer and Treasurer
Controller
Assistant Vice President
Assistant Treasurer
1.08 "Plan" shall mean the Central Hudson Retirement Benefit
Restoration Plan, as from time to time amended, which shall be an unfunded and
uninsured pension benefit plan for a select group of highly compensated
management employees of Central Hudson and/or Energy Group.
1.09 "Unrestricted Benefit" shall mean whichever of the following is
applicable: (I) the monthly retirement income benefit under the Pension Plan
("Retirement Income Benefit") and (ii) the benefit under the Cash Balance
Account ("Cash Balance Benefit") of the Pension Plan, all determined under the
Pension Plan without regard to the limitations imposed by Code Sections
401(a)(17) and 415.
1.10 "Change of Control" shall mean:
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(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 20% or
more of either (x) the then outstanding shares of common stock of Energy Group
(the "Outstanding Energy Group Common Stock") or (y) the combined voting power
of the then outstanding voting securities of Energy Group entitled to vote
generally in the election of directors (the "Outstanding Energy Group Voting
Securities"); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from Energy Group, (ii) any acquisition by Energy Group,
(iii) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by Energy Group or any corporation controlled by Energy Group or
(iv) any acquisition by any corporation pursuant to a transaction which complies
with clauses (i), (ii) and (iii) of subsection (c) of this Section 1.10; or
(b) Individuals who, as of December 15, 1999, constitute the
Board of Directors of Energy Group (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by Energy Group's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
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 Board; or
(c) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of Energy
Group (a "Business
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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 Energy Group Common Stock and
Outstanding Energy Group Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 60% 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 (including, without limitation, a
corporation which as a result of such transaction owns Energy Group or all or
substantially all of Energy Group's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Energy Group
Common Stock and Outstanding Energy Group 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 Energy Group or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% 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 Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of Energy Group of a complete
liquidation or dissolution of Energy Group.
1.11 "Employment Agreement" shall mean a Change of Control Employment
Agreement between a Participant and Energy Group.
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1.12 "Energy Group" shall mean CH Energy Group, Inc., the parent
corporation of Central Hudson.
ARTICLE II. BENEFITS
2.01 "Benefit": Upon the applicable Retirement Date (as defined under
the Pension Plan) of a Participant, such Participant shall be entitled to (i) a
Retirement Income Benefit and, if applicable, (ii) a Cash Balance Benefit,
equal, in each case, in amount to his or her Unrestricted Benefit less the
Maximum Benefit.
2.02 "Spouse's Pension Benefit": Subject to Section 2.03 below, upon
the death of a Participant whose spouse is eligible for an annuity under the
Pension Plan, the Participant's surviving spouse shall be entitled to (i) a
monthly benefit equal to the surviving spouse benefit annually determined in
accordance with the provisions of the Pension Plan without regard to any
limitations imposed by the Code Sections 401(a)(17) and 415, less the related
Maximum Benefit to which such spouse is entitled and (ii) any Cash Balance
Benefit determined in accordance with the provisions of the Pension Plan without
regard to any limitations imposed by Code Sections 401(a)(17) and 415, less the
related Maximum Benefit to which such spouse is entitled and less any amount of
the Cash Balance Benefit previously paid to the Participant.
2.03 "Forms of Benefit Payment": A retirement benefit payable under
this Article II shall be paid at such time or times in such form and in the same
manner as the benefit payable under the Pension Plan, except a Cash Balance
Benefit shall be paid in lump sum form only.
2.04 "Change-of-Control Benefit": Notwithstanding any other provision
of the Plan, if a Participant's employment is terminated under circumstances
entitling him or her to severance pay or benefits under an Employment Agreement
that becomes effective as a result of the
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Change of Control, the amount (but not the time for payment) of the Unrestricted
Benefit shall be computed as if the Participant's employment had continued for a
number of years equal to the Multiple (as defined in such Employment Agreement),
with compensation equal to the compensation required by the Employment
Agreement, and as if the Participant's accrued benefits were fully vested even
if they are not then fully vested.
ARTICLE III. ADMINISTRATION OF THE PLAN
3.01 "Administrator": The Plan shall be administered by Central Hudson,
which shall have the authority to interpret the Plan and issue such proceedings
as it deems appropriate. The Administrator shall have the duty and
responsibility of maintaining records, making the requisite calculations and
disbursing the payments hereunder. The Administrator's interpretations,
determinations, regulations and calculations shall be final and binding on all
persons and parties concerned.
3.02 "Amendment and Termination": The Administrator may amend or
terminate the Plan at any time, provided, however, that no such amendment or
termination shall deprive any Participant or beneficiary of the benefits to
which such Participant is entitled, under Section 2.01 hereof, as of the date of
such amendment or termination unless the Participant or beneficiary becomes
entitled to an amount equal to such benefit under another plan or practice
adopted by Central Hudson. Notwithstanding the foregoing, for three years
following a Change-of-Control: (a) the Plan may not be amended in any manner
adverse to any individual who is a Participant in the Plan immediately before
the Change-of-Control (a "Protected Participant"), or a beneficiary of a
Protected Participant; and (b) the Plan may not be terminated with respect to
Protected Participants and their beneficiaries.
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3.03 "Payments": Central Hudson will pay all benefits arising under
this Plan and all costs, charges and expenses relating thereto.
3.04 "Non-assignability of Benefits": Except as otherwise permitted or
required by law, the benefits payable hereunder or the right to receive future
benefits under the Plan may not be anticipated, alienated, pledged, encumbered,
or subjected to any charge or legal process, and if any attempt is made to do
so, or a person eligible for any benefits becomes bankrupt, the interest under
the Plan of the person affected may be terminated by the Administrator which, in
its sole discretion, may cause the same to be held or applied for the benefit of
one or more of the dependents of such person or make any other disposition of
such benefits that it deems appropriate.
3.05 "Status of Plan": The benefits under this Plan shall not be
funded, but shall constitute liabilities of Central Hudson payable when due.
3.06 "Nonguarantee of Employment": Nothing contained in this Plan shall
be construed as a contract of employment between Central Hudson and any
Participant, or as a right of any Participant to be continued in employment of
Central Hudson, or as a limitation on the right of Central Hudson to discharge
any of its employees, with or without cause.
3.07 "Applicable Law": All questions pertaining to the construction,
validity and effect of the Plan shall be determined in accordance with the laws
of the United States and to the extent not pre-empted by such laws, by the laws
of the State of New York.
3.08 "Inclusion of Energy Group Participants": This Plan shall only
apply to Energy Group Participants if Energy Group's Board of Directors adopts
this Plan.
