EXHIBIT 10.23
FIFTEENTH AMENDMENT TO THE PENSION PLAN
FOR EMPLOYEES OF THE COASTAL CORPORATION
THIS AMENDMENT is made the 29th day of September, 2000, by The Coastal
Corporation, a Delaware corporation (hereinafter referred to as the "Company").
WITNESSETH:
WHEREAS, the Pension Plan for Employees of The Coastal Corporation was
restated as of January 1, 1989, and has since been amended (such plan, as
restated and amended, is hereinafter referred to as the "Plan");
WHEREAS, the Company wishes to amend the definition of "leased
employee" to clarify that the employee will receive credit for purposes of
vesting for the twelve-month period of service prior to achieving the status of
"leased employee;" and
WHEREAS, the Company wishes to amend the Plan to provide for an offset
against benefits in the event of a criminal conviction under ERISA as permitted
by statute; and
WHEREAS, the Company wishes to amend the Plan to clarify the provisions
with respect to the payment of benefits under qualified domestic relations
orders; and
WHEREAS, the Company wishes to amend the Plan to increase the benefit
to be paid for years of service after 1998 in the Seventh Supplement - Coal
Supplement; and
WHEREAS, the Company wishes to amend the Plan to add an Eleventh
Supplement, "Great Lakes Early Retirement Supplement," to provide for an early
retirement incentive program for individuals who were employees of Great Lakes
Gas Transmission Company on March 31, 2000;
NOW, THEREFORE, the Plan is amended as follows:
1. The first paragraph of Subsection 1.10(g) is amended to read in its
entirety as follows:
"(g) A person who is not an employee of the Company, a
Subsidiary or a Related Employer and who performs services for the
Company, Subsidiary or Related Employer pursuant to an agreement
between the Company, a Subsidiary or a Related Employer and a leasing
organization shall be considered a "leased employee" after such person
performs such services for a twelve-month period and the services are
performed under the primary direction or control of the Company,
Subsidiary or a Related Employer. A person who is considered a leased
employee of the Company, a Subsidiary or a Related Employer shall not
be considered an Employee for purposes of the Plan. If a leased
employee subsequently becomes an Employee and thereafter participates
in the Plan, he shall receive credit for vesting under Section 5.4 for
the twelve-month period prior to his becoming a leased employee and his
period of employment as a leased employee, except to the extent that
Section 414(n)(5) of the Code was satisfied with respect to such
Employee while he was a leased employee."
2. The first sentence of Section 5.7(g) is amended to read in its
entirety as follows:
"Any Participant whose payments of Retirement Income are
suspended pursuant to paragraph (d) of this Section, shall be notified
(by personal delivery or first class mail) during the first calendar
month in which payments are withheld, that his Retirement Income is
suspended."
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EXHIBIT 10.23
3. Section 12.7 is amended to read in its entirety as follows:
12.7 Interest Nontransferable.
------------------------
"(a) Except as provided in this Section, no interest of any
person or entity in, or right to receive distributions from, the Trust
Fund shall be subject in any manner to sale, transfer, assignment,
pledge, attachment, garnishment, or other alienation or encumbrance of
any kind; nor may such interest or right to receive distributions be
taken, either voluntarily or involuntarily, for the satisfaction of the
debts of, or other obligations or claims against, such person or
entity, including claims for alimony, support, separate maintenance and
claims in bankruptcy proceedings.
(b) Notwithstanding the limitations of the provisions of
subsection 12.7(a), a Participant's benefit under this Plan may be
offset for an amount that the Participant is ordered or required to pay
this Plan if the order or requirement to pay arises (i) under a
judgment of conviction of crime involving this Plan, (ii) under a civil
judgment (including a consent order or decree) entered by a court in an
action brought in connection with a violation (or alleged violation) of
the ERISA fiduciary responsibility provisions, or (iii) pursuant to a
settlement agreement between the Internal Revenue Service or the
Pension Benefit Guaranty Corporation and the Participant in connection
with a violation (or alleged violation) of the ERISA fiduciary
responsibility provisions by a fiduciary or other person. The judgment,
order, decree or settlement agreement must expressly provide for the
offset of all or part of the amount ordered or required to be paid to
this Plan against the Participant's benefit.
(c) Notwithstanding the preceding provisions of this Section,
all or any part of the Accrued Benefit of a Participant shall be
subject to and payable in accordance with the applicable requirements
of any Qualified Domestic Relations Order, as that term is defined in
Section 414(p) of the Code, and the Administrator shall direct the
Trustee to provide for payment in accordance with such Order and
Section and any regulations promulgated under such Section. All such
payments pursuant to Qualified Domestic Relations Orders shall be
subject to reasonable rules and regulations promulgated by the
Administrator; provided that such rules and regulations are consistent
with Section 414(p) of the Code. If prior to the commencement of
payment to a Participant of his Retirement Income, any amount of his
Accrued Benefit is paid to an alternate payee or payees pursuant to a
Qualified Domestic Relations Order, the amount of his Accrued Benefit
shall be reduced by the Actuarial Equivalent of any such payment.
Notwithstanding any Plan provision to the contrary, an
alternate payee pursuant to a Qualified Domestic Relations Order shall
not receive any portion of an increase in benefits due to early
retirement to which the Participant is or may be entitled. Any benefit
received by such an alternate payee shall be Actuarial Equivalent of
the portion of the benefit to which such alternate payee is entitled at
Normal Retirement Age of the Participant reduced on an actuarial basis
to reflect the payment at an earlier date should such alternate payee
elect to receive benefits before the Normal Retirement Date of the
Participant.
For purposes of this Section, if the Participant's benefit is
to be paid in the form of a survivor annuity under the Plan, then (i)
the Spouse of such Participant must provide a consent in writing,
witnessed by a notary public or Plan representative), unless the
Participant establishes to the satisfaction of the Administrator that
such consent may not be obtained because there is no Spouse, the Spouse
cannot be located, or because of such other circumstances as the
Secretary of the Treasury may by regulations prescribe, (ii) such
Spouse has previously provided a consent pursuant to Section 6.2(d),
(iii) such Spouse has been ordered or required in such judgment, order,
decree, or settlement to pay an amount to the Plan in connection with
the ERISA fiduciary responsibility violation, or (iv) such Spouse
retains the right to receive the survivor annuity in such judgment,
order, decree, or settlement.
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EXHIBIT 10.23
For purposes of this Section, the survivor annuity payable
pursuant to Section 6.1(a) shall be determined as if (i) the
Participant terminated employment on the date of the offset, (ii) there
was no offset, (iii) this Plan permitted commencement of benefits only
on or after Normal Retirement Age, (iv) this Plan provided only the
survivor annuity described in Section 6.1(a), and the amount of the
Preretirement Survivor Annuity described in Section 5.5(g) is equal to
the amount of the survivor annuity payable under Section 6.1(a).
The provisions of this subsection are effective for judgments,
orders, and decrees issued and settlement agreements entered into, on
or after December 31, 1999."
4. Effective January 1, 1999, Section 3.1(a)(iii) of the Seventh
Supplement - Coal Supplement is revised and a new Section 3.1(a)(iv) is
added to read as follows in their entirety:
"(iii) thirty-five dollars multiplied by the Participant's
Years of Service during 1990 through 1998.
(iv) forty-five dollars multiplied by the Participant's
Years of Service after 1998."
5. A new Eleventh Supplement, is added to read in its entirety as follows:
"ELEVENTH SUPPLEMENT
--------------------
GREAT LAKES EARLY RETIREMENT INCENTIVE PROGRAM SUPPLEMENT
---------------------------------------------------------
ARTICLE I
INTRODUCTION
------------
This Supplement is referred to as the "Great Lakes ERIP Supplement."
This Supplement includes provisions applicable only to Employees (as defined in
this Supplement) of Great Lakes Gas Transmission Company.
The purpose of this Supplement is to provide an early retirement
incentive program within the Plan for Participants to whom this Supplement
applies.
The provisions of the Great Lakes ERIP Supplement apply in lieu of
inconsistent or contrary provisions contained in the Plan (excluding this
Supplement) with respect to persons to whom this Supplement applies.
ARTICLE II
DEFINITIONS
-----------
Terms used in this Supplement which are defined in the Plan have the
same meaning in this Supplement unless such terms are defined differently for
purposes of this Supplement. The definition of terms defined in this Supplement
apply only to this Supplement and not to other parts of the Plan.
2.1 "Early Retirement Incentive Program" is the modified retirement
benefits set forth in this Supplement for Employees eligible for such program
and who elect to participate.
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EXHIBIT 10.23
2.2 "Employee," for purposes of this Supplement only, has the meaning
ascribed to such term in the Plan, except that the individual must be employed
by Great Lakes on March 31, 2000.
2.3 "Great Lakes" means Great Lakes Gas Transmission Company, a
Delaware corporation.
2.4 "Participant," for purposes of this Supplement only, means an
Employee, as defined in this Supplement, who meets the eligibility requirements
of Section 3.1 of this Supplement.
ARTICLE III
EARLY RETIREMENT INCENTIVE PROGRAM
----------------------------------
3.1 Eligibility. To be eligible to participate in the Early Retirement
Incentive Program, an Employee must have been an Employee through March 31,
2000; must have reached at least fifty-five (55) years of age on or before March
31, 2000; and must have five (5) or more Years of Service on or before March 31,
2000, for purposes of determining vesting in the Plan. To participate in the
Early Retirement Incentive Program, an Employee must make an irrevocable,
written election to retire as of March 31, 2000 and to commence receipt of
Retirement Income as of April 1, 2000. The election must be made by December 31,
1999. An Employee who has retired previous to December 31, 1999 and commenced
receiving Retirement Income under the Plan, but who has been re-employed as an
Employee on or before December 31, 1999, is eligible for the Early Retirement
Incentive Program.
3.2 Retirement Benefits. The Retirement Income of each Employee
eligible for the Early Retirement Incentive Program shall be determined pursuant
to provisions of the Plan applicable to such Employee, as such provisions are
modified by the provisions of this Supplement to provide the benefit determined
pursuant to subsection (a) or subsection (b), whichever is greater, plus the
benefit determined pursuant to subsection (c) of this Section:
(a) The Retirement Income determined by (i) increasing the
Years of Service of the Employee by five years and (ii) increasing the
age of the Employee by the lesser of (A) five years or (B) the number
of years required for the Employee to attain age sixty-five (65). Note
that the Basic Compensation, Final Average Earnings and other
Compensation used to calculate the Retirement Income shall not be
altered or projected due to the age and Years of Service additions of
this subsection (a). In addition, the optional forms of benefit which
may be selected by the Employee shall be determined by the actual age
of the Employee at April 1, 2000, without the addition of up to five
years, as described in this subsection.
(b) The Retirement Income determined without regard to the
reduction for commencement of payments prior to the Normal Retirement
date of the Employee. This includes reductions specified in the Plan
and the Supplements, including, without limitation, Section 5.3 of the
Plan and the Third Supplement, ANR Supplement.
(c) (i) For Employees under age 62 on April 1, 2000. A monthly
amount equal to the monthly Social Security benefit the
Employee would be
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EXHIBIT 10.23
entitled to receive at age sixty-two (62), assuming the
Employee continued to receive Compensation at the same rate as
in effect at April 1, 2000, reflecting the law in effect at
January 1, 2000 without adjustment for cost of living or other
increases or decreases in the benefit amount which adjustments
would have been first applicable after January 1, 2000.
(ii) For Employees age 62 or older on April 1, 2000.
A monthly amount equal to the monthly Social Security benefit
the Employee would have been entitled to on January 1, 2000,
assuming the Employee had elected to commence receipt of
Social Security benefits at age sixty-two (62), without
adjustment for cost of living or other increases or decreases
in the benefit amount which adjustments would have been first
applicable after January 1, 2000.
(iii) The monthly amount will be paid commencing on
April 1, 2000 for the greater of (i) twenty-four months or
(ii) the number of months up to and including the month the
Participant reaches, or would have reached, age sixty-two
(62).
(iv) Each Employee who has attained the age of
sixty-three (63) years on or before March 31, 2000 shall have
the option of receiving such amount in the form of a 50% Joint
and Survivor Annuity in lieu of the twenty-four (24) monthly
payments.
(d) The reduction in Retirement Income due to coverage under
the Preretirement Survivor Annuity provisions of the Plan (including
reductions pursuant to Section 5.5) and other Supplements, excluding
this Supplement, shall apply only to the Retirement Income determined
pursuant to provisions of the Plan, excluding this Supplement, and
shall not apply to any additions to Retirement Income provided by this
Supplement, including provisions of subsections 3.2 (a), (b) and (c) of
this Supplement.
(e) The Retirement Income of the Participant will be the total
of the amounts determined pursuant to subsections (a) or (b), whichever
is greater, and (c) of this Section. There shall be no duplication of
benefits from the Plan with respect to Years of Service taken into
account in the Retirement Income calculations described in this
Section.
(f) The limitations contained in the Plan with respect to
qualifications of the Plan pursuant to the applicable laws and
provisions of the Plan derived therefrom (including provisions of
Section 5.8) shall apply to the Retirement Income determined pursuant
to this Supplement and such Retirement Income shall be reduced as
necessary to comply with such provisions.
The provisions of this Supplement shall be modified to the
extent necessary to comply with federal laws and regulations and are
conditioned upon the issuance of a favorable determination of
qualification letter by the Internal Revenue Service. To the extent
necessary to comply with requirements for qualification, provisions of
this Supplement shall be modified to comply with such requirements, and
such modifications shall be on a retroactive basis, if necessary.
3.3 Effective Date. The effective date for Retirement Income to
commence for Employees electing to participate in the Early Retirement Incentive
Program is April 1, 2000."
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EXHIBIT 10.23
6. Except for the preceding, all of the terms of the Plan shall remain in
full force and effect.
7. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which, when
so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers and its seal to be affixed hereto as of
the date indicated above and the provisions of this Amendment shall be effective
as of the date indicated above, unless otherwise stated or required by law.
<TABLE>
<CAPTION>
<S> <C>
ATTEST: THE COASTAL CORPORATION
(Seal)
____________________________________ By: ___________________________________
Austin M. O'Toole David A. Arledge
Senior Vice President and Secretary President and Chief Executive Officer
ATTEST: GREAT LAKES GAS TRANSMISSION
(Seal) COMPANY
____________________________________ By: __________________________________
John J. Wallbillich Michael Durnin
Vice President - Legal and Environmental President and Chief Executive Officer
Affairs and Assistant Secretary
</TABLE>
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