Unassociated Document


     

     

    EXHIBIT
      10-5

     

    


     

    


     

    


     

    


     

    


     

    HALLIBURTON
      COMPANY

     

    BENEFIT
      RESTORATION PLAN

     

    AS
      AMENDED AND RESTATED

     

    EFFECTIVE
      JANUARY 1, 2008

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of Contents

     

    


     

    
      	
              ARTICLE
                I

            	
              Purpose
                of the Plan

            	
               2

            
	
              ARTICLE
                II

            	
              Definitions

            	
               2

            
	
              ARTICLE
                III

            	
              Administration
                of the Plan

            	
               4

            
	
              ARTICLE
                IV

            	
              Allocations
                Under the Plan, Participation in the Plan and

            	 
	 	
              Selection
                for Awards

            	
               6

            
	
              ARTICLE
                V

            	
              Non-Assignability
                of Awards

            	
               7

            
	
              ARTICLE
                VI

            	
              Vesting

            	
               7

            
	
              ARTICLE
                VII

            	
              Distribution
                of Awards

            	
               8

            
	
              ARTICLE
                VIII

            	
              Nature
                of Plan

            	
               9

            
	
              ARTICLE
                IX

            	
              Funding
                of Obligation

            	
               9

            
	
              ARTICLE
                X

            	
              Amendment
                or Termination of Plan

            	
               9

            
	
              ARTICLE
                XI

            	
              General
                Provisions

            	
               10

            
	
              ARTICLE
                XII

            	
              Effective
                Date

            	
               11

            
	
              APPENDIX
                A

            	
              GRANDFATHERED
                PLAN

            	
               12

            
	
              ARTICLE
                IV

            	
              Allocations
                Under the Plan, Participation in the Plan and

            	 
	 	
              Selection
                for Awards

            	
               12

            
	
              ARTICLE
                VII

            	
              Distribution
                of Awards

            	
               13

            


    


    
      
        
        

      

      
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    HALLIBURTON
      COMPANY


     

    BENEFIT
      RESTORATION PLAN

     

    WHEREAS,
      Halliburton Company (the “Company”) adopted and maintains the Halliburton
      Company Benefit Restoration Plan, as most recently amended and restated
      effective January 1, 2004 (the “Plan”), for the benefit of its employees and the
      employees of its subsidiaries to aid such employees in making more adequate
      provision for their retirement; and

     

    WHEREAS,
      the Company desires to continue to provide participants with an opportunity
      to
      participate in the Plan on or after January 1, 2005, consistent with the
      provisions of Section 409A of the Internal Revenue Code, as amended;
      and

     

    WHEREAS,
      the Company desires to preserve the material terms of the Plan as in effect
      on
      December 31, 2004 (the “Grandfathered Plan”) in order that the Grandfathered
      Plan qualify as a grandfathered plan for purposes of Section 409A of the
      Internal Revenue Code, as amended; and

     

    WHEREAS,
      certain provisions applicable solely to the Grandfathered Plan are preserved
      in
      Appendix A, for purposes of determining the terms applicable to amounts under
      the Grandfathered Plan, which provisions shall be substituted for the
      corresponding provisions contained herein.

     

    NOW
      THEREFORE, the Plan is hereby amended and restated to read as follows,
      effective as of January 1, 2008:

     


    
      
        
        

      

      
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    ARTICLE
      I


     

    Purpose
      of the Plan

     

    The
      purpose of the Halliburton Company Benefit Restoration Plan is to provide a
      vehicle to restore qualified plan benefits which are reduced as a result of
      limitations on contributions imposed under the Internal Revenue Code or due
      to
      participation in other company sponsored plans and to defer compensation that
      would otherwise be treated as excessive employee remuneration within the meaning
      of Section 162(m) of the Internal Revenue Code.

     

    ARTICLE
      II


     

    Definitions

     

    Where
      the
      following words and phrases appear in the Plan, they shall have the respective
      meanings set forth below, unless their context clearly indicates to the
      contrary.

     

    (A)  Account:  An
      individual account for each Participant on the books of such Participant's
      Employer to which is credited amounts allocated for the benefit of such
      Participant pursuant to the provisions of Article IV, Paragraphs (A) and (B),
      amounts transferred to the Plan from other deferred compensation plans, and
      interest credited pursuant to the provisions of Article IV, Paragraph
      (D).

     

    (B)  Administrative
      Committee:  The administrative committee appointed by the
      Compensation Committee to administer the Plan.

     

    (C)  Allocation
      Year:  The calendar year for which an allocation is made
      to a Participant's Account pursuant to Article IV.

     

    (D)  Board:  The
      Board of Directors of the Company.

     

    (E)  Code:  The
      Internal Revenue Code of 1986, as amended.

     

    (F)  Compensation
      Committee:  The Compensation Committee of the
      Board.

     

    (G)  Company:  Halliburton
      Company.

     

    (H)  Employee:  Any
      employee of an Employer. The term does not include independent contractors
      or
      persons who are retained by an Employer as consultants only.

     

    (I)  Employer:  The
      Company and any Subsidiary designated as an Employer in accordance with the
      provisions of Article III of the Plan.

     

    (J)  ERISA:  The
      Employee Retirement Income Security Act of 1974, as amended.

     


    
      
        
        

      

      
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    (K)  Grandfathered
      Plan:  The Halliburton Company Benefit Restoration Plan
      as in effect on December 31, 2004, the material terms of which have not
      been materially modified (within the meaning of Section 409A) after
      October 3, 2004, and are preserved and continued in the Plan as reflected
      in Appendix A.

     

    (L)  Grandfathered
      Plan Account:  An individual account for each Participant
      on the books of such Participant’s Employer to which is credited amounts
      allocated prior to January 1, 2005 for the benefit of such Participant pursuant
      to the provisions of Article IV of Appendix A.

     

    (M)  Participant:  An
      Employee whose compensation from the Employers for an Allocation Year is in
      excess of the limit set forth in Section 401 (a)(17) of the Code for such
      Allocation Year or who has made elective deferrals for such Allocation Year
      under the Halliburton Elective Deferral Plan. The foregoing notwithstanding,
      an
      Employee whose employment with an Employer is terminated prior to the last
      day
      of an Allocation Year for any reason other than death, disability or retirement
      in accordance with the terms of his or her Employer’s retirement policy shall
      not be eligible to participate in the Plan for such Allocation Year and,
      accordingly, such Employee’s Account shall not be credited with any allocation
      under Article IV, Paragraph (A) for such Allocation Year

     

    (N)  Plan:  The
      Halliburton Company Benefit Restoration Plan, as amended from time to
      time.

     

    (O)  Section
      409A:  Section 409A of the Code and applicable Treasury
      authorities.

     

    (P)  Subsidiary:  At
      any given time, a company (whether a corporation, partnership, limited liability
      company or other form of entity) in which the Company or any other of its
      Subsidiaries or both owns, directly or indirectly, an aggregate equity interest
      of 80% or more.

     

    (Q)  Termination
      of Service:  “Separation from service”, as defined in
      Treasury Regulation 1.409A-1(h), with an Employer for any reason other than
      a
      transfer between Employers.

     

    (R)  Trust:  Any
      trust created pursuant to the provisions of Article IX.

     

    (S)  Trust
      Agreement:  The agreement establishing the
      Trust.

     

    (T)  Trustee:  The
      trustee of the Trust.

     

    (U)  Trust
      Fund:  Assets under the Trust as may exist from time to
      time.

     


    
      
        
        

      

      
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    ARTICLE
      III


     

    Administration
      of the Plan

     

    (A)  The
      Compensation Committee shall appoint an Administrative Committee to administer,
      construe and interpret the Plan.  Such Administrative Committee, or
      such successor Administrative Committee as may be duly appointed by the
      Compensation Committee, shall serve at the pleasure of the Compensation
      Committee.  Decisions of the Administrative Committee, with respect to
      any matter involving the Plan, shall be final and binding on the Company, its
      shareholders, each Employer and all officers and other executives of the
      Employers. For purposes of ERISA, the Administrative Committee shall be the
      Plan
      "administrator" and shall be the "named fiduciary" with respect to the general
      administration of the Plan.

     

    (B)  The
      Administrative Committee shall maintain complete and accurate records pertaining
      to the Plan, including but not limited to Participants' Accounts, amounts
      transferred to the Trust, reports from the Trustee and all other records which
      shall be necessary or desirable in the proper administration of the
      Plan.  The Administrative Committee shall furnish the Trustee such
      information as is required to be furnished by the Administrative Committee
      or
      the Company pursuant to the Trust Agreement.

     

    (C)  The
      Company (the "Indemnifying Party") hereby agrees to indemnify and hold harmless
      the members of the Administrative Committee (the "Indemnified Parties") against
      any losses, claims, damages or liabilities to which any of the Indemnified
      Parties may become subject to the extent that such losses, claims, damages
      or
      liabilities or actions in respect thereof arise out of or are based upon any
      act
      or omission of the Indemnified Party in connection with the administration
      of
      this Plan (including any act or omission of such Indemnified Party constituting
      negligence, but excluding any act or omission of such Indemnified Party
      constituting gross negligence or willful misconduct), and will reimburse the
      Indemnified Party for any legal or other expenses reasonably incurred by him
      or
      her in connection with investigating or defending against any such loss, claim,
      damage, liability or action.

     


    
      
        
        

      

      
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    (D)  Promptly
      after receipt by the Indemnified Party under the preceding paragraph of notice
      of the commencement of any action or proceeding with respect to any loss, claim,
      damage or liability against which the Indemnified Party believes he or she
      is
      indemnified under the preceding paragraph, the Indemnified Party shall, if
      a
      claim with respect thereto is to be made against the Indemnifying Party under
      such paragraph, notify the Indemnifying Party in writing of the commencement
      thereof; provided, however, that the omission so to notify the Indemnifying
      Party shall not relieve it from any liability which it may have to the
      Indemnified Party to the extent the Indemnifying Party is not prejudiced by
      such
      omission.  If any such action or proceeding shall be brought against
      the Indemnified Party, and it shall notify the Indemnifying Party of the
      commencement thereof, the Indemnifying Party shall be entitled to participate
      therein, and, to the extent that it shall wish, to assume the defense thereof,
      with counsel reasonably satisfactory to the Indemnified Party, and, after notice
      from the Indemnifying Party to the Indemnified Party of its election to assume
      the defense thereof, the Indemnifying Party shall not be liable to such
      Indemnified Party under the preceding paragraph for any legal or other expenses
      subsequently incurred by the Indemnified Party in connection with the defense
      thereof other than reasonable costs of investigation or reasonable expenses
      of
      actions taken at the written request of the Indemnifying Party.  The
      Indemnifying Party shall not be liable for any compromise or settlement of
      any
      such action or proceeding effected without its consent, which consent will
      not
      be unreasonably withheld.

     

    (E)  The
      Administrative Committee may designate any Subsidiary as an Employer by written
      instrument delivered to the Secretary of the Company and the designated
      Employer. Such written instrument shall specify the effective date of such
      designated participation, may incorporate specific provisions relating to the
      operation of the Plan which apply to the designated Employer only and shall
      become, as to such designated Employer and its employees, a part of the Plan.
      Each designated Employer shall be conclusively presumed to have consented to
      its
      designation and to have agreed to be bound by the terms of the Plan and any
      and
      all amendments thereto upon its submission of information to the Administrative
      Committee required by the terms of or with respect to the Plan; provided,
      however, that the terms of the Plan may be modified so as to increase the
      obligations of an Employer only with the consent of such Employer, which consent
      shall be conclusively presumed to have been given by such Employer upon its
      submission of any information to the Administrative Committee required by the
      terms of or with respect to the Plan. Except as modified by the Administrative
      Committee in its written instrument, the provisions of this Plan shall be
      applicable with respect to each Employer separately, and amounts payable
      hereunder shall be paid by the Employer which employs the particular
      Participant, if not paid from the Trust Fund.

     

    (F)  No
      member
      of the Administrative Committee shall have any right to vote or decide upon
      any
      matter relating solely to himself or herself under the Plan or to vote in any
      case in which his or her individual right to claim any benefit under the Plan
      is
      particularly involved. In any case in which an Administrative Committee member
      is so disqualified to act and the remaining members cannot agree, the
      Compensation Committee shall appoint a temporary substitute member to exercise
      all the powers of the disqualified member concerning the matter in which he
      or
      she is disqualified.

     


    
      
        
        

      

      
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    ARTICLE
      IV


     

    Allocations
      Under the Plan,

    Participation
      in the Plan and Selection for Awards

     

    (A)  The
      Administrative Committee shall determine for each Allocation Year which
      Participants' allocations of Employer contributions (other than matching
      contributions) under qualified defined contribution plans sponsored by the
      Employers have been reduced for such Allocation Year by reason of the
      application of Section 401 (a)(17) or Section 415 of the Code, or any
      combination of such Sections, or by reason of elective deferrals under the
      Halliburton Elective Deferral Plan, and shall allocate to the credit of each
      such Participant under the Plan an amount equal to the amount of such reductions
      applicable to such Participant.  In addition, the Administrative
      Committee shall allocate to the credit of each Participant under the Plan the
      amount of Employer matching contributions that would have been allocated to
      such
      Participant’s account under Employer’s qualified defined contribution plan with
      respect to (i) the amount of such Participant's compensation (as such term
      is
      defined in Employer’s qualified defined contribution plan) deferred under the
      Halliburton Elective Deferral Plan for such Allocation Year and (ii) the amount
      of such compensation not so deferred that is in excess of the compensation
      limit
      under Section 401 (a)(17) of the Code for such Allocation Year.

     

    (B)  Pursuant
      to Treasury Regulation §1.409A-2(b)(7), the Compensation Committee will allocate
      to the credit of a Participant under the Plan all or any part of any
      remuneration payable by the Employer to such Participant which would otherwise
      be treated as excessive employee remuneration within the meaning of Section
      162(m) of the Code for any Allocation Year, rather than paying such excessive
      remuneration to such Participant.

     

    (C)  Allocations
      to Participants under the Plan shall be made by crediting their respective
      Account on the books of their Employers as of the last day of the Allocation
      Year, except that an allocation under Paragraph (B) shall be credited to a
      Participant on the date the amount would have been paid to the Participant
      had
      it not been deferred pursuant to the provisions of Paragraph
      (B).  Accounts of Participants shall also be credited with interest as
      of the last day of each Allocation Year, at the rate set forth in Paragraph
      (D)
      below, on the average monthly credit balance of the Account being calculated
      by
      using the balance of each Account on the first day of each
      month.  Prior to Termination of Service, the annual interest shall
      accumulate as a part of the Account balance.  After Termination of
      Service, the annual interest for such Allocation Year shall be paid as more
      particularly set forth hereinafter in Article VII.

     

    (D)  Interest
      shall be credited on amounts allocated to Participants' Account at the rate
      of
      10% per annum.

     


    
      
        
        

      

      
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    ARTICLE
      V


     

    Non-Assignability
      of Awards

     

    No
      Participant shall have any right to commute, encumber, pledge, transfer or
      otherwise dispose of or alienate any present or future right or expectancy
      which
      he or she may have at any time to receive payments of any allocations made
      to
      such Participant, all such allocations being expressly hereby made
      non-assignable and non-transferable; provided, however, that nothing in the
      Article shall prevent transfer (A) by will, (B) by the applicable laws of
      descent and distribution or (C) pursuant to an order that satisfies the
      requirements for a "qualified domestic relations order" as such term is defined
      in section 206(d)(3)(B) of the ERISA and section 414(p)(1)(A) of the Code,
      including an order that requires distributions to an alternate payee prior
      to a
      Participant's "earliest retirement age" as such term is defined in section
      206(d)(3)(E)(ii) of the ERISA and section 414(p)(4)(B) of the Code. Attempts
      to
      transfer or assign by a Participant (other than in accordance with the preceding
      sentence) shall, in the sole discretion of the Compensation Committee after
      consideration of such facts as it deems pertinent, be grounds for terminating
      any rights of such Participant to any awards allocated to but not previously
      paid over to such Participant.

     

    ARTICLE
      VI


     

    Vesting

     

    All
      amounts credited to a Participant’s Account shall be fully vested and not
      subject to forfeiture for any reason except as provided in Article
      V.

     


    
      
        
        

      

      
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    ARTICLE
      VII


     

    Distribution
      of Awards

     

    (A)  Upon
      Termination of Service of a Participant the Administrative Committee (i) shall
      certify to the Trustee or the treasurer of the Employer, as applicable, the
      amount credited to the Participant's Account on the books of each Employer
      for
      which the Participant was employed at a time when he or she earned an award
      hereunder, and (ii) shall determine whether the payment of the amount credited
      to the Participant's Account under the Plan is to be paid directly by the
      applicable Employer, from the Trust Fund, if any, or by a combination of such
      sources (except to the extent the provisions of the Trust Agreement if any,
      specify payment from the Trust Fund).  Any amount payable under this
      Paragraph (A) shall be paid in a lump sum within sixty (60) days after
      Termination of Service.  Notwithstanding the foregoing, in the case of
      a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the
      Code, any payments payable as a result of the Employee’s Termination of Service
      (other than death) shall not be payable before the earlier of (i) the date
      that
      is six months after the Employee’s Termination of Service, (ii) the date of the
      Employee ’s death, or (iii) the date that otherwise complies with the
      requirements of Section 409A.  For purposes of determining the
      identity of “specified employees”, the Administrative Committee may establish
      procedures as it deems appropriate in accordance with Section 409A.

     

    (B)  The
      Trustee or the treasurer of the Employer, as applicable, shall make payments
      of
      awards in the manner designated, subject to all of the other terms and
      conditions of this Plan and the Trust Agreement if any.  This Plan
      shall be deemed to authorize the payment of all or any portion of a
      Participant’s award from the Trust Fund, to the extent such payment is required
      by the provisions of the Trust Agreement, if any.

     

    (C)  Interest
      on any payment to be paid to a specified employee under Paragraph (B) above
      that
      is delayed because of Section 409A shall be paid with the final
      payment.  In such case, the interest is accrued on an annual basis,
      and the specified employee will be entitled to the prorated portion of such
      annual interest, as calculated up until the actual date of payout pursuant
      to
      this Paragraph.

     

    (D)  If
      a
      Participant shall die while in the service of an Employer, or after Termination
      of Service and prior to the time when all amounts payable to him or her under
      the Plan have been paid to such Participant, any remaining amounts payable
      to
      the Participant hereunder shall be payable to the estate of the
      Participant.  The Administrative Committee shall cause the Trustee or
      the treasurer of the Employer, as applicable, to pay to the estate of the
      Participant all of the benefits then standing to his or her credit in a lump
      sum.

     

    (E)  If
      the
      Plan is terminated pursuant to the provisions of Article X, the Compensation
      Committee may, at its election and in its sole discretion, cause the Trustee
      or
      the treasurer of the Employer, as applicable, to pay to all Participants all
      of
      the awards then standing to their credit in the form of lump sum payments,
      provided such distribution is in compliance with the requirements of Section
      409A.

     


    
      
        
        

      

      
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    (F)  Notwithstanding
      any provision hereof to the contrary, any amounts allocated to a Participant’s
      Account pursuant to Article IV, Paragraph (B) shall be paid to the Participant
      (1) in the Participant’s first taxable year in which the Company reasonably
      anticipates that its deduction will not be barred by reason of Section 162(m)
      of
      the Code or (2) during the period beginning with the date of the
      Participant’s Termination of Service and ending on the later of the last day of
      the taxable year of the Company in which the Participant’s Termination of
      Service occurred or the 15th day of the third month
      following the Participant’s Termination of Service.

     

    ARTICLE
      VIII


     

    Nature
      of Plan

     

    This
      Plan
      constitutes a mere promise by the Employers to make benefit payments in the
      future and Participants have the status of general unsecured creditors of the
      Employers. Further, the adoption of this Plan and any setting aside of amounts
      by the Employers with which to discharge their obligations hereunder shall
      not
      be deemed to create a trust; legal and equitable title to any funds so set
      aside
      shall remain in the Employers, and any recipient of benefits hereunder shall
      have no security or other interest in such funds. Any and all funds so set
      aside
      shall remain subject to the claims of the general creditors of the Employers,
      present and future. This provision shall not require the Employers to set aside
      any funds, but the Employers may set aside such funds if they choose to do
      so.

     

    ARTICLE
      IX


     

    Funding
      of Obligation

     

    Article
      VIII above to the contrary notwithstanding, the Employers may fund all or part
      of their obligations hereunder by transferring assets to a domestic trust if
      the
      provisions of the trust agreement creating the Trust require the use of the
      Trust’s assets to satisfy claims of an Employer’s general unsecured creditors in
      the event of such Employer’s insolvency and provide that no Participant shall at
      any time have a prior claim to such assets. Any transfers of assets to a trust
      may be made by each Employer individually or by the Company on behalf of all
      Employers. The assets of the Trust shall not be deemed to be assets of this
      Plan.

     

    ARTICLE
      X


     

    Amendment
      or Termination of Plan

     

    The
      Compensation Committee shall have the power and right from time to time to
      modify, amend, supplement, suspend or terminate the Plan as it applies to each
      Employer, provided that no such change in the Plan may deprive a Participant
      of
      the amounts allocated to his or her Account or be retroactive in effect to
      the
      prejudice of any Participant and the interest rate applicable to amounts
      credited to Participants’ Accounts for periods subsequent to Termination of
      Service shall not be reduced below 6% per annum. Any such modification,
      amendment, supplement suspension or termination shall be in writing and signed
      by a member of the Compensation Committee.

     


    
      
        
        

      

      
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    ARTICLE
      XI


     

    General
      Provisions

     

    (A)  No
      Participant shall have any preference over the general creditors of an Employer
      in the event of such Employer’s insolvency.

     

    (B)  Nothing
      contained herein shall be construed to give any person the right to be retained
      in the employ of an Employer or to interfere with the right of an Employer
      to
      terminate the employment of any person at any time.

     

    (C)  If
      the
      Administrative Committee receives evidence satisfactory to it that any person
      entitled to receive a payment hereunder is, at the time the benefit is payable,
      physically, mentally or legally incompetent to receive such payment and to
      give
      a valid receipt therefor, and that an individual or institution is then
      maintaining or has custody of such person and that no guardian, committee or
      other representative of the estate of such person has been duly appointed,
      the
      Administrative Committee may direct that such payment thereof be paid to such
      individual or institution maintaining or having custody of such person, and
      the
      receipt of such individual or institution shall be valid and a complete
      discharge for the payment of such benefit.

     

    (D)  Payments
      to be made hereunder may, at the written request of the Participant, be made
      to
      a bank account designated by such Participant, provided that deposits to the
      credit of such Participant in any bank or trust company shall be deemed payment
      into his or her hands.

     

    (E)  Wherever
      any words are used herein in the masculine, feminine or neuter gender, they
      shall be construed as though they were also used in another gender in all cases
      where they would so apply, and whenever any words are used herein in the
      singular or plural form, they shall be construed as though they were also used
      in the other form in all cases where they would so apply.

     

    (F)  THIS
      PLAN
      SHALL BE CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF TEXAS EXCEPT
      TO
      THE EXTENT PREEMPTED BY FEDERAL LAW.

     

    (G)  It
      is
      intended that the provisions of this Plan satisfy the requirements of Section
      409A and that the Plan be operated in a manner consistent with such requirements
      to the extent applicable.  Therefore, the Administrative Committee may
      make adjustments to the Plan and may construe the provisions of the Plan in
      accordance with the requirements of Section 409A.

     


    
      
        
        

      

      
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    ARTICLE
      XII


     

    Effective
      Date

     

    This
      amended and restated Plan shall be effective on January 1, 2008 and shall
      continue in force during subsequent years unless amended or revoked by action
      of
      the Compensation Committee.

     

    


     

    HALLIBURTON
      COMPANY

    


    


    By     
      /s/ David J. Lesar

    


     


    
      
        
        

      

      
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    APPENDIX
      A

     

    GRANDFATHERED
      PLAN

     

    The
      Grandfathered Plan contains the provisions governing the deferrals of accounts
      earned and vested by Participants on or before December 31,
      2004.  This Appendix A preserves the material terms of the
      Grandfathered Plan as in effect on December 31, 2004, and is intended to satisfy
      the requirements of Section 409A as to grandfathered amounts.  The
      provisions of this Appendix A shall apply to, and be effective only with respect
      to, the deferral of earned and vested amounts under the Grandfathered Plan
      before January 1, 2005, and the
      amounts earned on such deferrals
      credited at any time.  The Plan provides for separate accounting of
      such amounts deferred, earned, and vested before January 1, 2005, and the
      interest credited thereon.

     

    No
      amendment to the Plan shall be deemed to amend this Appendix A and the relevant
      provisions of the Plan in effect prior to such amendment unless otherwise
      specifically set forth therein.  Pursuant to Section 1.409A-6(a)(4) of
      the Treasury Regulations, a modification is material “if a benefit or right
      existing as of October 3, 2004 is materially enhanced or a new material benefit
      or right is added.”

     

    The
      provisions of the Plan applicable to the Grandfathered Plan Accounts shall
      be
      administered in a manner consistent with the Grandfathered Plan and Appendix
      A.  Wherever the Plan has added, changed, or otherwise altered any
      terms of the Grandfathered Plan that were in effect on December 31, 2004, in
      a
      manner that would constitute a material modification, as described above, such
      changes will be disregarded in the administration of the Grandfathered Plan
      Accounts herein.

     

    APPLICABLE
      GRANDFATHERED PLAN TERMS

     

    With
      respect to amounts deferred prior to January 1, 2005, and the interest on such
      amounts credited at any time, the following definitions and Articles in this
      Appendix A shall be substituted for the corresponding definitions and Articles
      of the Plan:

     

    Termination
      of Service:  Severance from employment
      with an Employer for any reason other than a transfer between
      Employers.

     

    ARTICLE
      IV


     

    Allocations
      Under the Plan,

    Participation
      in the Plan and Selection for Awards

     

    (A)           There
      shall be no further allocations to any Participant under the Grandfathered
      Plan.

     

    (B)           Interest
      shall be credited on amounts allocated to Participants' Grandfathered Plan
      Account at the rate of 10% per annum.

     


    
      
        
        

      

      
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    ARTICLE
      VII


     

    Distribution
      of Awards

     

    (A)           Upon
      Termination of Service of a Participant the Administrative Committee (i) shall
      certify to the Trustee or the treasurer of the Employer, as applicable, the
      amount credited to the Participant's Account on the books of each Employer
      for
      which the Participant was employed at a time when he or she earned an award
      hereunder, (ii) shall determine whether the payment of the amount credited
      to
      the Participant's Account under the Plan is to be paid directly by the
      applicable Employer, from the Trust Fund, if any, or by a combination of such
      sources (except to the extent the provisions of the Trust Agreement if any,
      specify payment from the Trust Fund) and (iii) shall determine and certify
      to
      the Trustee or the treasurer of the Employer, as applicable, the method of
      payment of the amount credited to a Participant's Account, selected by the
      Administrative Committee from among the following alternatives:

     

    
      	
               

            	
              (1)

            	
              A
                single lump sum payment upon Termination of
                Service;

            


    

     

    
      	
               

            	
              (2)

            	
              A
                payment of one-half of the Participant's balance upon Termination
                of
                Service, with payment of the additional one-half to be made on or
                before
                the last day of a period of one year following Termination;
                or;

            


    

     

    
      	
               

            	
              (3)

            	
              Payment
                in monthly installments over a period not to exceed ten years with
                such
                payments to commence upon Termination of
                Service.

            


    

     

    The
      above
      notwithstanding, if the total vested amount credited to the Participant's
      Grandfathered Plan Account upon Termination of Service is less than $50,000,
      such amount shall always be paid in a single lump sum payment upon Termination
      of Service.

     

    (B)           The
      Trustee or the treasurer of the Employer, as applicable, shall make payments
      of
      awards in the manner designated, subject to all of the other terms and
      conditions of this Plan and the Trust Agreement if any. This Plan shall be
      deemed to authorize the payment of all or any portion of a Participant’s award
      from the Trust Fund, to the extent such payment is required by the provisions
      of
      the Trust Agreement, if any.

     

    (C)           Interest
      on the second half of a payment under Paragraph (A)(2) above shall be paid
      with
      the final payment, while interest on payments under Paragraph (A)(3) above
      may
      be paid at each year end or may be paid as a part of a level monthly payment
      computed by the Administrative Committee through the use of such methodologies
      as the Administrative Committee shall select from time to time for such
      purpose.

     

    (D)           If
      a Participant shall die while in the service of an Employer, or after
      Termination of Service and prior to the time when all amounts payable to him
      or
      her under the Plan have been paid to such Participant, any remaining amounts
      payable to the Participant hereunder shall be payable to the estate of the
      Participant.  The Administrative Committee shall cause the Trustee or
      the treasurer of the Employer, as applicable, to pay to the estate of the
      Participant all of the awards then standing to his or her credit in a lump
      sum.

     


    
      
        
        

      

      
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    (E)           If
      the Plan is terminated pursuant to the provisions of Article X, the Compensation
      Committee may, at its election and in its sole discretion, cause the Trustee
      or
      the treasurer of the Employer, as applicable, to pay to all Participants all
      of
      the awards then standing to their credit in the form of lump sum
      payments.

     

    


     


    
      
        
        

      

      
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