ex10_06.htm


    


      
        

        
          
          

        

         

      


      


      


      


      


      


      


      


      AMENDED
        AND RESTATED

      EASTMAN
        EXCESS RETIREMENT INCOME
        PLAN

      Amended
        and Restated Effective January 1, 2008


      
        
          
          

        

        
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      EASTMAN
        EXCESS RETIREMENT INCOME PLAN

      Amended
        and Restated Effective January 1, 2008

      


      


      TABLE
        OF CONTENTS

      


      


      


        
          	
                  ARTICLE
                    ONE

                	
                  Purpose
                    of Plan

                	
                  3

                
	
                  ARTICLE
                    TWO

                	
                  Definitions

                	
                  3

                
	
                  ARTICLE
                    THREE

                	
                  Eligibility

                	
                  4

                
	
                  ARTICLE
                    FOUR

                	
                  Benefits

                	
                  4

                
	
                  ARTICLE
                    FIVE

                	
                  Administration

                	
                  5

                
	
                  ARTICLE
                    SIX

                	
                  Amendment
                    and Termination

                	
                  6

                
	
                  ARTICLE
                    SEVEN

                	
                  Miscellaneous

                	
                  6

                


        





      
        
          
          

        

        
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      EASTMAN
        EXCESS RETIREMENT INCOME PLAN

       

      ARTICLE
        ONE

       

      Purpose
        of Plan

      


      
        	
                1.1

              	
                This
                  Plan implements the intent of providing retirement benefits by
                  means of
                  both a funded and an unfunded plan. This Plan is an excess benefit
                  plan as
                  defined in Section 3(36) of the Employee Retirement Income Security
                  Act of
                  1974 and is designed to provide retirement benefits payable out
                  of the
                  general assets of the Company where benefits cannot be paid under
                  the
                  Funded Plan because of Code Section 415 and the provisions of the
                  Funded
                  Plan which implement such Section.

              


      

      


      The
        prior
        Plan was initially adopted effective January l, 1994. This Plan is amended
        and
        restated effective January 1, 2002  and subsequently amended and
        restated again effective as of January 1, 2008  in order to comply
        with Section 409A of the Internal Revenue Code of 1986, as amended.

      .

      


      ARTICLE
        TWO

       

      Definitions

      


       "Code"
        shall mean the Internal Revenue Code of 1986, as amended from time to
        time.

      


       "Company"
        shall mean Eastman Chemical Company, and any subsidiary and/or affiliated
        corporation which is a participating employer under the Funded Plan, except
        where a specific reference is made to a particular corporation.

      


      "Compensation
        Committee" shall mean the Compensation and Management Development Committee
        of
        the Board of Directors of the Company.

      


      "Effective
        Date" shall mean January 1, 1994.  The Effective Date of this amended
        and restated Plan document is January 1, 2008.

      


       "Employee"
        or "Participant" shall mean a participant in the Funded Plan.

      


      “Five-Payment
        Lump Sum” shall mean the automatic form of payment for a Participant’s benefit
        under the Plan.  For purposes of calculating the Present Value of the
        Participant’s benefit under this Plan on the date of his Termination of
        Employment the Participant’s benefit shall be converted on an actuarially
        equivalent basis (calculated using the actuarial assumptions and methodologies
        that would be used by the Funded Plan) to five equal annual installments
        commencing on the first day of the seventh month following the Participant’s
        Termination of Employment date and payable on each of the four anniversaries
        thereafter.

      


      "Funded
        Plan" shall mean the Eastman Retirement Assistance Plan.

      


      "Plan"
        shall mean this Eastman Excess Retirement Income Plan.

      


      "Present
        Value" shall mean the actuarial present value of the Participant's benefit
        under
        this Plan.  Present Value for purposes of this Plan shall be
        calculated using the actuarial assumptions and methodologies that would be
        used
        by the Funded Plan to determine a single lump sum payment on the date of
        the
        Participant's Termination of Employment.

      


      “Termination
        of Employment” means a separation from service under Code Section 409A and the
        Final 409A Regulations.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      ARTICLE
        THREE

       

      Eligibility

      


      
        	
                3.1

              	
                All
                  Employees eligible to receive a benefit from the Funded Plan shall
                  be
                  eligible to receive a benefit under this Plan if their benefit
                  cannot be
                  fully provided by the Funded Plan due to the benefit limitations
                  imposed
                  by Code Section 415.  Employees who are not eligible to
                  participate in the Funded Plan are not eligible to participate
                  in this
                  Plan.

              


      

       

      ARTICLE
        FOUR

       

      Benefits

      


      
        	
                4.1

              	
                Benefits
                  due under this Plan shall be paid (i) as soon as practicable, but
                  no later
                  than the first day of the second month following the Participant’s death,
                  or (ii)  on the first day of the seventh month following the
                  date of the Participant’s Termination of Employment. Benefits due under
                  the Plan shall be paid in the form of a Five-Payment Lump Sum unless
                  the
                  Participant has made the election described in Section 4.2 of this
                  Plan  If the Employee is deceased, the person who shall receive
                  payment under this Plan (if any), shall be the same person who
                  would be
                  entitled to receive survivor benefits with respect to the Employee
                  under
                  the Funded Plan.   Benefits will be paid to the
                  Participant’s beneficiary under the Funded Plan in the form of a
                  Five-Payment Lump Sum unless the Participant made the election
                  described
                  in Section 4.2 of this Plan prior to his
                  death.

              


      

      


      
        	
                4.2

              	
                Special
                  One-Time Election.

              


      

      


      
        	
                (a)

              	
                During
                  the period beginning November 12, 2007 and ending December 7, 2007
                  (the
                  “Election

              	
                Period”)
                  each  Participant who is eligible to participate in the Eastman
                  Executive Deferred

              	
                Compensation
                  Plan (“EDCP”) as of November 1, 2007 shall have the

              	
                opportunity
                  to elect, in the manner provided by the Company, to have the Present
                  Value
                  of his benefit under this Plan, if any, transferred to the EDCP
                  on the
                  date of his Termination of Employment (the “Transferred
                  Benefit”).  In order for such election to be
                  effective:

              


      

      


      
        	
                (i)

              	
                The
                  Participant shall also be required to elect the form of payment
                  applicable
                  to his

              	
                Transferred
                  Benefit from the payment options available under the EDCP as of
                  January
                  1,

              	
                2007;
                  and

              


      

       

      
        	
                (ii)

              	
                The
                  Participant must acknowledge and agree that the election described
                  in
                  paragraph (a)

              	
                is
                  irrevocable.

              


      

       

      
        	
                 

              	
                The
                  election described above will not be available to any Participant
                  whose
                  benefitcommencement date under the Funded Plan is in 2007 or whose
                  Termination of Employment fromthe Company occurs in
                  2007.

              


      

       

      
        	
                (b)

              	
                In
                  the event that a Participant fails to elect the form of payment
                  applicable
                  to his Transferred

              	
                Benefit
                  from the payment options available under the EDCP as of January
                  1, 2007,
                  the

              	
                Participant’s
                  benefit shall be paid to him in accordance with Section 4.1 of
                  this
                  Plan.

              


      

       

      
        	 	
                (c)

              	
                Payment
                  from the EDCP of the Participant’s Transferred Benefit shall begin on the
                  first day of the

              	
                7th month
                  following the date of the Participant’s Termination of Employment or as
                  soon as

              	
                practicable,
                  but no later than, the first day of the second month following
                  the
                  Participant’s death..

              


      

       


      
        
          
          

        

        
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                (d)

              	
                If
                  the Participant makes such a timely election, then upon his Termination
                  of
                  Employment, neither the Participant nor his beneficiaries shall
                  have any
                  further right to benefits of any kind under this Plan, and the
                  payment of
                  such benefits shall be governed solely by the
                  EDCP.

              


      

      


      (e)           The
        election described in paragraph (a) will not be available to any Participant
        who
        is not eligibleto participate in the EDCP on November 1, 2007 according to
        records maintained by theCompany.

       

      


      
        	
                4.3

              	
                The
                  benefit payable under this Plan shall be the amount of the retirement
                  income benefit to which an Employee would otherwise be entitled
                  under the
                  Funded Plan, if the provisions of Code Section 415, as expressed
                  in the
                  Funded Plan, were disregarded; less the retirement income benefit
                  to which
                  the Employee is entitled under the Funded
                  Plan.

              


      

      


      The
        "retirement income benefit to which the Participant is entitled under the
        Funded
        Plan" generally means the benefits actually payable to the Participant under
        the
        Funded Plan; provided, however, that where the benefits actually payable
        to the
        Participant under the Funded Plan are reduced on account of a payment of
        all or
        a portion of the Participant’s benefits to a third party on behalf of or with
        respect to an Employee (pursuant, for example, to a qualified domestic relations
        order), the "retirement income benefit to which the Participant is entitled
        under the Funded Plan" shall be deemed to mean the benefit that would have
        been
        actually payable but for such payment to a third party.

      


      


      
        	
                4.4

              	
                If
                  an Employee's benefit from the Funded Plan is subject to an actuarial
                  reduction because of the time when payment commences, his benefit
                  from
                  this Plan shall be actuarially reduced on the same
                  basis.

              


      

      


      


      
        	
                4.5

              	
                If
                  the Present Value of the Participant’s benefit under this Plan on the date
                  of his Termination of Employment is $5,000 or less, the Participant’s
                  benefit shall be automatically paid to him in a single lump sum
                  on the
                  first day of the 7th
                  month
                  following the date of his Termination of
                  Employment.

              


      

      


      


      


      
        	
                4.6

              	
                The
                  benefits payable under this Plan shall be paid by the Company out
                  of its
                  general assets. To the extent an Employee acquires the right to
                  receive a
                  payment under this Plan, such right shall be no greater than that
                  of an
                  unsecured general creditor of the Company. No amount payable under
                  this
                  Plan may be assigned, transferred, encumbered or subject to any
                  legal
                  process for the payment of any claim against an
                  Employee.

              


      

       

      ARTICLE
        FIVE

       

      Administration

      


      
        	
                5.1

              	
                Responsibility.  Except
                  as expressly provided otherwise herein, the Senior Vice President,
                  Human
                  Resources, Communications, and Public Affairs shall have total
                  and
                  exclusive responsibility to control, operate, manage and administer
                  the
                  Plan in accordance with its terms.

              


      

      


      
        	
                5.2

              	
                Authority
                  of Senior Vice President, Human Resources, Communications,
                  and
                  Public Affairs. The Senior Vice President, Human Resources
                  Communications, and Public Affairs shall have all the authority
                  that may
                  be necessary or helpful to enable him to discharge his responsibilities
                  with respect to the Plan.. Without limiting the generality of the
                  preceding sentence, such Senior Vice President, Human Resources,
                  Communications, and Public Affairs shall have the exclusive right:
                  to
                  interpret the Plan, to determine eligibility for participation
                  in the
                  Plan, to answer all question concerning eligibility for and
                  the

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      amount
        of
        benefits payable under the Plan, to construe any ambiguous provision of the
        Plan, to correct any default, to supply any omission, to reconcile any
        inconsistency, and to answer any and all questions arising in the
        administration, interpretation, and application of the Plan. However, see
        Section 5.5.

      


      
        	
                5.3

              	
                Discretionary
                  Authority. The Senior Vice President, Human Resources, Communications,
                  and Public Affairs shall have full discretionary authority in all
                  matters
                  related to the discharge of his responsibilities and the exercise
                  of his
                  authority under the Plan including, without limitation, his construction
                  of the terms of the Plan and his determination of eligibility for
                  participation and benefits under the Plan. It is the intent of
                  Plan that
                  the decisions of such Senior Vice President, Human Resources,
                  Communications, and Public Affairs and his action with respect
                  to the Plan
                  shall be final and binding upon all persons having or claiming
                  to have any
                  right or interest in or under the Plan and that no such decision
                  or action
                  shall be modified upon judicial review unless such decision or
                  action is
                  proven to be arbitrary or capricious. Notwithstanding anything
                  to the
                  contrary in this Article Five, the Senior Vice President, Human
                  Resources,
                  Communications, and Public Affairs shall not have the authority
                  to make
                  any decision or resolve any issue that directly affects his own
                  participation or benefits under this Plan, and instead such decision
                  or
                  resolution shall be reserved to the Compensation
                  Committee.

              


      

      


      
        	
                5.4

              	
                Delegation
                  of Authority. The Senior Vice President, Human Resources
                  Communications, and Public Affairs may delegate some
                  or all of his authority under the Plan to any person or persons
                  provided
                  that any such delegation be in
                  writing.

              


      

      


      
        	
                5.5

              	
                Authority
                  of Compensation Committee. Under Section 4.1 of this Plan,
                  decisions concerning payment of benefits to executive officers
                  shall be
                  made by the Compensation Committee of the Board of Directors, and
                  to that
                  extent the provisions of 5.1 through 5.4 above shall be deemed
                  to apply to
                  such Committee.

              


      

       

      ARTICLE
        SIX

       

      Amendment
        and Termination

      


      
        	
                6.1

              	
                While
                  the Company intends to maintain this Plan in conjunction with the
                  Funded
                  Plan under present business conditions, the Company, acting through
                  the
                  Compensation Committee, reserves the right to amend and/or terminate
                  it at
                  any time for whatever reasons it may deem
                  advisable.  Notwithstanding the foregoing, termination of this
                  Plan must comply with the requirements of Treas. Reg. Section
                  1.409A-3(j)(4)(ix).

              


      

      


      
        	
                6.2

              	
                Notwithstanding
                  the preceding Section, however, the Company hereby makes a contractual
                  commitment to pay the benefits accrued under this Plan as of the
                  date of
                  such amendment or termination to the extent it is financially capable
                  of
                  meeting such obligation.

              


      

       

      ARTICLE
        SEVEN

       

      Miscellaneous

      


      
        	
                7.1

              	
                Nothing
                  contained in this Plan shall be construed as a contract of employment
                  between the Company and an Employee, or as a right of an Employee
                  to be
                  continued in the employment of the Company, or as a limitation
                  of the
                  right of the Company to discharge any of its Employees, with or
                  without
                  cause.

              


      

      


      
        	
                7.2

              	
                This
                  Plan shall be governed by the laws of the State of Tennessee, except
                  to
                  the extent preempted by federal
                  law.

              


      

      


      7.3           This
        Plan shall be binding upon the successors and assigns of the parties
        hereto.

      


      
        	
                7.4

              	
                The
                  Company will withhold to the extent required by law all applicable
                  income
                  and other taxes from amounts accrued or paid under the
                  Plan.

              


      


      
        
          
          

        

        
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