Common use of Employment Benefit Plans Clause in Contracts

Employment Benefit Plans. As applicable to Mountaineer (i) All Benefit Plans are listed in Seller's Disclosure Schedule. True and complete copies of all such Benefit Plans, including, but not limited to, any trust instruments and insurance contracts forming a part of any Benefit Plans, and all amendments thereto have been provided or made available to Buyer. (ii) All Benefit Plans covering Employees, to the extent subject to ERISA, are in substantial compliance with ERISA. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA ("Pension Plan") and which is intended to be qualified under Section 401 (a) of the Code, has received a favorable determination letter from the Internal Revenue Service with respect to "TRA" (as defined in Section 1 of Rev. Proc. 93-39), and Mountaineer is not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no material pending or, to the knowledge of Mountaineer, threatened litigation relating to the Benefit Plans. Neither Mountaineer Gas nor any of its Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Mountaineer to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (iii) No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by Mountaineer with respect to any ongoing, frozen or terminated "single-employer plan", within the meaning of Section 4001 (a)(15) of ERISA, currently or formerly maintained by any of them, or the single- employer plan of any entity which is considered one employer with the Seller under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"). Neither Mountaineer Gas, any of its Subsidiaries nor any ERISA Affiliate has contributed to a "multi- employer plan", within the meaning of Section 3(37) of ERISA, at any time on or after September 26, 1980. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Pension Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof (or will be required to be filed in connection with the transactions contemplated by this Agreement). (iv) All contributions required to be made under the terms of any Benefit Plan have been timely made or have been reflected on the Base Financial Statements or the November Financial

Employment Benefit Plans. As applicable to Mountaineerthe Company and the Company Subsidiaries: (i) All Benefit Plans that are maintained or contributed to by the Company or any Company Subsidiary are listed in Seller's Disclosure ScheduleSchedule 3.10(c). No other Benefit Plans are required to be offered by the Company or any Company Subsidiary either at the present time or in the future, under any current arrangement, agreement or understanding. True and complete copies of all such Benefit PlansPlans listed in Schedule 3.10(c), including, but not limited to, any trust instruments and insurance contracts forming a part of any Benefit Plans, and all amendments thereto have been provided or made available to Buyerthe Buyer by the Company. (ii) All Benefit Plans covering Employees, to the extent subject to ERISA, are in substantial compliance with ERISA. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section section 3(2) of ERISA ("Pension Plan") and which is intended to be qualified under Section 401 (asection 401(a) of the Code, has received a favorable determination letter from the Internal Revenue Service with respect to "TRA" (as defined in Section section 1 of Rev. Proc. 93-39), and Mountaineer no Representing Stockholder is not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no material pending or, to the knowledge of Mountaineerthe Representing Stockholders, threatened litigation relating to the Benefit Plans. Neither Mountaineer Gas the Company nor any of its Subsidiaries Company Subsidiary has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Mountaineer the Company or any Company Subsidiary to a tax or penalty imposed by either Section section 4975 of the Code or Section section 502(i) of ERISA in an amount which would be material. (iii) No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by Mountaineer with respect to Neither the Company nor any ongoing, frozen or terminated "single-employer plan", within the meaning of Section 4001 (a)(15) of ERISA, currently or formerly maintained by any of them, or the single- employer plan of any entity which is considered one employer with the Seller under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"). Neither Mountaineer Gas, any of its Subsidiaries Company Subsidiary nor any ERISA Affiliate has contributed to a "multi- multi-employer plan", ," within the meaning of Section section 3(37) of ERISA, at any time on or after September 26, 1980. No notice of a "reportable event", ," within the meaning of Section section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Pension Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof (or will be required to be filed in connection with the transactions contemplated by this Agreementagreement). (iv) All contributions required to be made under the terms of any Benefit Plan have been timely made or have been reflected on the Base Financial Statements or the November Financial

Employment Benefit Plans. As applicable to Mountaineer (i) All Benefit Plans are listed in Seller's Disclosure Schedule. True and complete copies of all such Benefit Plans, including, but not limited to, any trust instruments and insurance contracts forming a part of any Benefit Plans, and all amendments thereto have been provided or made available to Buyer. (ii) All Benefit Plans covering Employees, to the extent subject to ERISA, are in substantial compliance with ERISA. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA ("Pension Plan") and which is intended to be qualified under Section 401 (a) of the Code, has received a favorable determination letter from the Internal Revenue Service with respect to "TRA" (as defined in Section 1 of Rev. Proc. 93-399339), and Mountaineer is not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no material pending or, to the knowledge of Mountaineer, threatened litigation relating to the Benefit Plans. Neither Mountaineer Gas nor any of its Subsidiaries has not engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Mountaineer to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (iii) No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by Mountaineer with respect to any ongoing, frozen or terminated "single-employer plan", within the meaning of Section 4001 (a)(15) of ERISA, currently or formerly maintained by any of them, or the single- employer plan of any entity which is considered one employer with the Seller under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"). Neither Mountaineer Gas, any of its Subsidiaries nor any ERISA Affiliate has contributed to a "multi- multi-employer plan", within the meaning of Section 3(37) of ERISA, at any time on or after September 26, 1980. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Pension Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof (or will be required to be filed in connection with the transactions contemplated by this Agreement). (iv) All contributions required to be made under the terms of any Benefit Plan have been timely made or have provisions made therefor. Neither any Pension Plan nor any single employer plan of an ERISA Affiliate has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and no ERISA Affiliate has an outstanding funding waiver. Mountaineer has not provided, nor is required to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401 (a)(29) of the Code. (v) Under each Pension Plan which is a single-employer plan and which is subject to Title IV or ERISA, as determined by the July 1, 1998 Actuarial Valuation Report prepared by William M. Mercer, Incorporated, the present valux xx xxx "xxxxxits liabilities", within the meaning of Section 4001 (a)(16) of ERISA, did not exceed the then current value of the assets of such Plan by more than $6 Million Dollars, and there has been reflected on no Material Adverse Change in the Base Financial Statements financial condition of such Plan subsequent to such report. (vi) Mountaineer has no obligation to any Employee for retiree health and life benefits under any Benefit Plan. (vii) The consummation of the transactions contemplated by this Agreement will not (x) entitle any Employees to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the November Financialamount payable or trigger any other material obligation to any Employee under any of the Benefit Plans or (z) result in any payments to any Employee under any of the Benefit Plans which would not be deductible under Section 162(ml or Section 280G of the Code.