Exhibit
10(c)(c)


 


 


 


COMPAQ COMPUTER CORPORATION


CASH ACCOUNT PENSION RESTORATION PLAN


(As effective March 1, 1996, and
including First and Second Amendments thereto)


 


 


[formerly known as the Digital
Equipment Corporation Cash Account Pension Restoration Plan; renamed, effective
December 31, 1999,  by resolution of the
Board of Directors of Digital Equipment Corporation]


 


 


 

















 


 


 


DIGITAL EQUIPMENT
CORPORATION


CASH ACCOUNT PENSION
RESTORATION PLAN


 


(formerly known as the Digital
Equipment Corporation Restoration Pension Plan)


 


As Amended and in
Effect as of March 11 1996


 


 


 

















 


TABLE OF
CONTENTS


 


 


	
  ARTICLE
  I — Introduction

  	
   

  	
   

  
	
  Section
  1.1 Definitions

  	
   

  	
   

  
	
  Section 1.2
  Background and Purpose

  	
   

  	
   

  
	
  Section
  1.3 Legal Status

  	
   

  	
   

  
	
  Section
  1.4 Effect of Amendment and Restatement

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2 — Participation

  	
   

  	
   

  
	
  Section 2.1 Participation

  	
   

  	
   

  
	
  Section
  2.2 Establishment of Restoration Account

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3 – Credits and Adjustments to Restoration Accounts

  	
   

  	
   

  
	
  Section
  3.1 Opening Balance of Restoration Account

  	
   

  	
   

  
	
  Section
  3.2 Restoration Pay Credits for Plan Years beginning after June 30, 1996

  	
   

  	
   

  
	
  Section
  3.2A Restoration Pay Credits for Plan Year ending June 30, 1996

  	
   

  	
   

  
	
  Section
  3.3 Special Adjustments to Restoration Accounts of Appendix F Participants 

  	
   

  	
   

  
	
  Section
  3.4 Special Credit to Restoration Accounts Based on Stock Award

  	
   

  	
   

  
	
  Section 3.5 Interest
  Credits

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 –
  Payments

  	
   

  	
   

  
	
  Section 4.1 Source of
  Payments

  	
   

  	
   

  
	
  Section 4.2 Vesting
  and Forfeiture

  	
   

  	
   

  
	
  Section
  4.3 Determination of Value of Payments to Participants

  	
   

  	
   

  
	
  Section
  4.4 Timing and Forms of Payments to Participants Following Termination after
  February 28, 1997 

  	
   

  	
   

  
	
  Section
  4.4A Timing and Form of Payments to a Participant following Termination
  before March 1, 1997 

  	
   

  	
   

  
	
  Section
  4.5 Payments after a Participant’s Death

  	
   

  	
   

  
	
  Section
  4.6 No Adjustments after Payment is Determined

  	
   

  	
   

  
	
  Section 4.7 No
  Assignment or Alienation

  	
   

  	
   

  
	
  Section 4.8
  Miscellaneous Payment Rules

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 ––
  Administration

  	
   

  	
   

  
	
  Section
  5.1 Plan Administration and Interpretation

  	
   

  	
   

  
	
  Section
  5.2 Claims and Claims Review Procedure

  	
   

  	
   

  
	
  Section 5.3
  Indemnification

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6 – Special Rules for Participating Subsidiaries

  	
   

  	
   

  
	
  Section 6.1
  Different Source of Payments

  	
   

  	
   

  
	
  Section 6.2
  Change in Subsidiary Status

  	
   

  	
   

  



 


 

















 


	
  ARTICLE 7 ––
  Amendment and Termination

  	
   

  	
   

  
	
  Section 7.1
  Amendment or Termination

  	
   

  	
   

  
	
  Section
  7.2 Effect of Amendment or Termination

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 –– Miscellaneous

  	
   

  	
   

  
	
  Section
  8.1 No Enlargement of Employee Rights

  	
   

  	
   

  
	
  Section 8.2
  Liability of the Company

  	
   

  	
   

  
	
  Section 8.3 Corporate
  Successors

  	
   

  	
   

  
	
  Section
  8.4 Applicable Law and Construction

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 — Glossary

  	
   

  	
   

  



 


 

















 


ARTICLE I — Introduction


Section 1.1  Definitions.  Certain capitalized words used in this
document are defined in the glossary in Article 9. Other capitalized words used
in this document have the meanings provided by the glossary of the Qualified
Plan.


Section 1.2  Background
and Purpose.  The
Company maintains the Qualified Plan, which is a pension plan qualified under
Section 401(a) of the Code. Section 415 of the Code limits the amount of
benefits that may be paid from the Qualified Plan annually to or in respect of
a participant. Section 401(a)(17) of the Code limits the amount of compensation
that may be taken into account in determining benefits (including benefits
based on the Qualified Plan Accounts). The purpose of this Plan is to provide
deferred compensation and retirement income, subject to the conditions set
forth in the Plan, to the Employees for whom benefits under the Qualified Plan
are limited by Section 415 or 401(a)(17) of the Code. In general (and subject
to the specific terms of the Plan), the benefit payable under this  Plan with respect to an
Employee is equal in value to the amount by which that Employee’s benefit under
the Qualified Plan is reduced because of the application of Section 415 of the
Code and Section 401(a)(17) of the Code.


This Plan was adopted by the Company effective as of
May 1, 1992, and was originally entitled the “Digital Equipment Corporation
Restoration Pension Plan.” Effective as of March 1, 1996, the Plan is amended
and restated, as provided in this document, to reflect certain amendments made
to the Qualified Plan and to effect certain other changes. As part of this
amendment and restatement, the name of the Plan is changed to the “Digital
Equipment Corporation Cash Account Pension Restoration Plan.”


Section
1.3  Legal Status.  The Plan is not qualified under Section 401(a) of the Code. The
Plan is intended to provide for the deferral of income to the termination of
employment (or beyond) and to provide for retirement income, and to that
extent, is a “pension plan” within the meaning of Section 3 of ERISA, which
constitutes “a plan which is unfunded and is maintained for the purpose of
providing deferred compensation to a select group of management or highly
compensated employees” as described in Sections 201(2), 301(a)(3), and 401(a)(1)
of ERISA and 29 C.F.R. Section 2520.104–23.


Section 1.4  Effect of Amendment and
Restatement.  The changes made by this amendment and
restatement of the Plan apply only with respect to those Participants whose
benefits under the Qualified Plan are determined by the amendment and
restatement of the Qualified Plan that is generally effective as of March 1,
1996 and/or by subsequent amendments to the Qualified Plan. With respect to
those Participants, the benefits payable under this amendment and restatement
of the Plan are in lieu of (and not in addition to) benefits payable under the
terms of the Plan previously in effect.


 


 


1

















 


Persons who were
Participants under the Plan immediately prior to March 1, 1996 but whose
benefits under the Qualified Plan are not determined by the amendment and
restatement of the Plan generally effective as of March 1, 1996 (the
“Pre-Restatement Participants”) will continue to be Participants under the
Plan, to the extent provided by the terms of the Plan in effect prior to March
1, 1996 and applicable to them. The benefits (if any) payable under the Plan to
or in respect of each Pre–Restatement Participant will be determined
under the provisions of the Plan previously in effect and applicable by their
terms to that Participant. Notwithstanding any other provision of this Plan, no
Restoration Account will be established for any Pre-Restatement Participant.


 


 


2

















 


ARTICLE 2 – Participation


Section
2.1  Participation .  Each Employee who was a Participant under
the Plan as of February 29, 1996 will continue to be a Participant.


In addition, an Employee will become a Participant if
he or she is a “Member” under the Qualified Plan and either: (a) the amount of
his or her Restoration Pay for a Plan Year (or, for the Plan Year ending June
30, 1996, the sum of his or her Restoration Pay plus his or her Qualified Plan
Compensation) exceeds the Annual Section 401(a)(17) Limit; or (b) the benefit
paid to or in respect of that Employee under the Qualified Plan is limited
because of the Section 415 Limit. Such an Employee will become a Participant in
this Plan when an amount is first credited to his or her Restoration Account in
accordance with Article 3 or, if later, when an amount is first paid to him or
her under Article 4.


An Employee who becomes a Participant will continue to
be a Participant until the earliest of. (i) his or her death; (ii) the date
that his or her Restoration Account is reduced to zero (0) in accordance with
the terms of the Plan; or (iii) the date the last payment is made to him or her
under the terms of the Plan.


Section
2.2  Establishment of Restoration Account. 
The Company will establish a book account (the “Restoration Account”)
under this Plan for each Participant (other than a Pre–Restatement
Participant referred to in Section 1.4) as of the later of March 1, 1996 or the
date he or she first becomes a Participant. The balance of the Restoration
Account will thereafter be adjusted as provided in this Plan. The sole purpose
of a Participant’s Restoration Account is to calculate the amount payable to or
in respect of that Participant under this Plan.


 


 


3

















 


ARTICLE 3 –
Credits and Adjustments to Restoration Accounts


Section
3.1  Opening Balance of Restoration
Account.  As
of March 1, 1996, the Restoration Account of each Participant for whom an
Opening Balance is credited under the Qualified Plan will be credited with an
amount equal to:


(a)                                  the
amount that would have been such Participant’s Opening Balance under the
Qualified Plan (as determined under the provisions of Appendix G of the Qualified
Plan applicable to such Participant) if the limitation on compensation set
forth in Section 401(a)(17) had not been taken into account; minus


(b)           such Participant’s Opening Balance under the Qualified
Plan.


Section 3.2  Restoration Pay Credits for Plan Years beginning after June
30, 1996. This Section applies to Plan Years
beginning after June 30, 1996. As of each Pay Credit Date occurring after the
date that a Participant’s Restoration Pay for the Plan Year first exceeds the
Annual Section 401(a)(17) Limit, that Participant’s Restoration Account will be
credited with a Restoration Pay Credit equal to:


(a)                                  four
percent (4%) of the Participant’s Credited Restoration Pay for the Plan Year
which has been paid through that Pay Credit Date; minus


(b)                                 the
Restoration Pay Credits (if any) credited to the Participant’s Restoration
Account under this Section as of each prior Pay Credit Date within that same
Plan Year.


Section
3.2A  Restoration Pay Credits for
Plan Year ending June 30, 1996.  This Section applies to the Plan Year ending
June 30, 1996. As of each Pay Credit Date occurring on or after the first date
that the sum of a Participant’s Restoration Pay plus his Qualified Plan
Compensation exceeds $150,000, that Participant’s Restoration Account will be
credited with a Restoration Pay Credit equal to:


(a)                                  four
percent (4%) of the Participant’s Credited Restoration Pay for the Plan  Year which has been paid through that Pay
Credit Date; minus


(b)                                 the
Restoration Pay Credits (if any) credited to the Participant’s Restoration
Account under this Section as of all prior Pay Credit Dates within that Plan
Year.


Section 3.3  Special Adjustments to Restoration Accounts of Appendix F
Participants.


(a)                                  If
an Appendix F Participant has a Termination after February 29, 1996 and before
April 1, 2001 (or dies during that period prior to having a Termination), the
Company will determine the following amounts as of the Pay Credit Date
coincident with or next following that Termination (or death, if applicable):


 


 


4

















 


(i)                                     the
sum of the amounts standing to the credit of that Appendix F Participant’s
Restoration Account and Qualified Plan Account; and


(ii)                                  the
value of that Appendix F Participant’s benefit under Section F.2 (B)  of the Qualified Plan,


(A)                              determined
without taking into account the limitations of Sections 401(a)(17) or 415 of
the Code, and


(B)                                expressed
as a lump sum payment, based on the actuarial assumptions that would be used
for that purpose under Appendix F.


As
of that Pay Credit Date, the Participant’s Restoration Account shall be
adjusted so that it is equal to the remainder of


(I)                                    the
greater of the amount determined under paragraph (a)(i) or (a)(ii) of this
Section, minus


(II)                                the
greater of


(x)                                   the
value of that Appendix F Participant’s benefit under Section F.2 (B) of the
Qualified Plan (taking into account the limitations of Sections 401(a)(17) and
415 of the Code) expressed as a lump sum payment based on the actuarial
assumptions that would be used for that purpose under Appendix F, and


(y)                                 the
balance of that Appendix F Participant’s Qualified Plan Account as of such Pay
Credit Date.


(b)                                 With
respect to each Appendix F Participant who does not have a Termination or die
prior to April 1, 2001, the Company will determine the following amounts as of
March 31, 2001:


(i)                                     the
sum of the amounts standing to the credit of that Appendix F Participant’s
Restoration Account and Qualified Plan Account; and


(ii)                                  the
value of that Appendix F Participant’s benefit under Section F.2(B) of the
Qualified Plan,


(A)                        determined
without taking into account the limitations of Sections 401(a)(17) and 415 of
the Code; and


B)                              expressed
as a lump sum payment, based on the actuarial assumptions that would be used
for that purpose under Appendix F.


 


 


5

















 


As
of March 31, 2001, the Appendix F Participant’s Restoration Account shall be
adjusted so that it is equal to the remainder of


(I)                                    the
greater of the amount determined under paragraph (b)(i) or (b)(ii) of this
Section, minus


(II)                                the
greater of


(x)                                   the
value of that Appendix F Participant’s benefit under Section F.2 (B) of the Qualified
Plan (taking into account the limitations of Sections 401(a)(17) and 415 of the
Code) expressed as a lump sum payment based on the actuarial assumptions that
would be used for that purpose under Appendix F, and  


(y)                                 the
balance of that Appendix F Participant’s  Qualified
Plan Account as of March 31, 2001.


Section
3.4  Special Credit to Restoration Accounts Based on Stock Award.  If in any Plan Year a Participant has both
Credited Restoration Pay and Stock Award Income (as defined below), that
Participant’s Restoration Account will be credited with an additional amount
equal to four percent (4%) of the Stock Award Income. This additional amount
will be credited as of the earlier of the last day of that Plan Year or the
Payment Determination Date of that Participant (or his or her Beneficiary, as
applicable). For purposes of this Section “Stock Award Income” means any
amounts properly reportable as part of the Participant’s wages (on Internal Revenue
Service Form W–2) as
a result of vesting under restricted stock awards received by the Participant
under the Company’s 1990 Equity Plan (and any successor thereto) and approved
by the Compensation and Stock Option Committee of the Board of Directors of the
Company on August 14, 1995.


Section 3.5  Interest Credits.  As of each day on or after March 1, 1996, each Restoration
Account will be credited with an Interest Credit equal to the balance of the
Restoration Account immediately before that credit is made, multiplied by
the Interest Crediting Rate for the Plan Year in which that day falls.


 


 


6

















 


ARTICLE 4 – Payments


Section 4.1  Source of Payments. 
Nothing in this Plan will be construed to create a trust or to obligate
the Company or any other person to segregate a fund, to purchase an insurance
contract, or in any other way to fund currently the future payment of any
benefits hereunder, nor will anything in this Plan be construed to give any
Participant or any other person rights to any specific assets of the Company or
of any other person. Any amounts which become payable hereunder will be paid
solely from the general assets of the Company (or, in the circumstances
described in Article 6, solely from the general assets of the relevant
Subsidiary), and no Participant or Beneficiary (or any other person) shall have
any right, other than the right of an unsecured general creditor, against the
Company (or the relevant Subsidiary) with respect to amounts payable hereunder.
Nothing in this Plan constitutes a guaranty by the Company or any other entity
or person that the assets of the Company (or the relevant Subsidiary) will be
sufficient to make any payment hereunder.


Section 4.2 Vesting
and Forfeiture.


(a)                                  A
Participant will be vested in his or her interest under this Plan (and entitled
to payment under this Plan) only if he or she is “Vested” in his or her benefit
under the Qualified Plan (as provided in Article 4 of the Qualified Plan).


(b)                                 A
Participant will forfeit his or her rights and interest under this Plan (and
his or her Accounts will be reduced to zero (0)) if he or she forfeits his or
her benefits under the Qualified Plan.


(c)                                  Further,
and notwithstanding subsection (a) of this Section or any other provision of
this Plan, no payment will be made under this Plan to, or in respect of, a
Participant (and that Participant will be considered to have forfeited all
rights and interest under this Plan) if the Company determines, reasonably and
in good faith, that Participant (i) committed fraud in respect of any matter
involving the Company, (ii) breached any material contract with, or other
material obligation to, the Company, (iii) misappropriated any asset of the
Company, whether tangible or intangible, (iv) committed gross misconduct in
connection with his or her employment with the Company, or (v) engaged in
conduct that would constitute a felony or other serious crime adversely
affecting the operation or the reputation of the Company. In that event, that Participant’s
Accounts will be reduced to zero (0).


Section 4.3  Determination of Value of Payments to Participants.


(a)                                  If
a Participant receives payment under this Plan as a lump sum, that lump sum
will have a dollar value equal to the balance of that Participant’s Restoration
Account as of his or her Payment Determination Date.


(b)                                 If
a Participant receives payment under this Plan in the form of an Annuity, that
Annuity will have an Actuarially Equivalent Value to the balance of the
Participant’s Restoration Account as of his or her Payment Determination Date.


 


 


7

















 


(c)                                  The
following adjustments to the benefits payable to and in respect of Participants
(other than Participants whose Restoration Accounts have been adjusted as
provided in Section 3.3(a)) under subsection (a) and (b) of this Section will
be made to account for the limitations on benefits under the Qualified Plan
required by Section 415 of the Code, and increases in those limitations. If any
benefit is paid under the Qualified Plan to or in respect of the Participant
and that Qualified Plan payment must be reduced to comply with Section 415 of
the Code, the amount of that reduction (i) will be credited to the Restoration
Account of the Participant as of the date of the payment from the Qualified
Plan or, (ii) if the Participant has no Restoration Account at that time, will
be paid by the Company to the Participant (or the person entitled to payment of
the benefit in respect of the Participant under the Qualified Plan) within a
reasonable time thereafter.


Section
4.4  Timing and Forms of Payments to Participants Following
Termination after February 28. 1997.  The provisions of this Section shall govern
the timing and form of payments to a Participant if his or her Termination
occurs after February 28, 1997.


(a)                                  General
Rules.  A Participant may elect to
have his or her benefits under the Plan paid to him or her following his or her
Termination as an Immediate Lump Sum, as a Deferred Lump Sum, or as an Annuity,
subject to the conditions set forth in this Section. Such an election will be
valid only if it is filed with and received by the Company (in a form and
manner that is consistent with procedures prescribed by the Company) at least
twelve (12) months prior to the Participant’s Termination. Once it has become
valid, such an election shall be revoked only upon the date (if any) that a
subsequently filed election of the same Participant becomes valid. On the first
anniversary of the date it is received by the Company, that subsequent election
will become valid, and will revoke and supersede any election of that
Participant that had previously become valid, if that Participant has not had a
Termination prior to that first anniversary.


(b)                                 Immediate
Lump Sum.  If, at the time of a
Participant’s Termination, he or she has in effect a valid election for an
Immediate Lump Sum payment, the amount standing to the credit of his or her
Restoration Account will be determined within a reasonable time following that
Termination (his or her “Payment Determination Date”) and will be paid to the
Participant within a reasonable time thereafter.


(c)                                  Deferred
Lump Sum.  If, at the time of a
Participant’s Termination he or she has in effect a valid election for a
Deferred Lump Sum, the amount standing to the credit of his or her Restoration
Account will be determined as of the first January 31 following the close of
the calendar year in which that Termination occurs (his or her “Payment
Determination Date”) and will be paid to the Participant within a reasonable
time thereafter.


(d)                                 Annuity
Options.  A Participant’s election
for payment in the form of an Annuity will be valid only if the generally
applicable conditions described in subsection (a) above are satisfied and as of
the end of the calendar quarter during which the Participant’s Termination
occurs, the balance of his or her Restoration Account 


 


 


8

















 


exceeds $100,000. If as of his or her
Termination, a Participant has in effect an otherwise valid election of an
Annuity form but the balance of his or her Restoration Account does not exceed
$100,000 as of the end of the calendar quarter during which such Participant’s
Termination occurs, such Participant’s benefit under the Plan will be paid as a
Deferred Lump Sum as described in paragraph (c).


If a Participant is to be paid in the form of an
Annuity, the amount standing to the credit of his Restoration Account will be
determined as of a date within a reasonable time after his Termination (his or
her “Payment Determination Date”), and payment will commence within a
reasonable time thereafter. The Annuity payable will have the Actuarially
Equivalent Value to the balance of the Participant’s Restoration Account
determined as of his or her Payment Determination Date.


The forms of Annuity payment available under the Plan
are as follows:


(i)                                     Single
Life Income Annuity. This form is an annuity providing monthly payments for the
life of the Participant only, with the final payment made for the calendar
month in which the Participant dies. No payment is made to a Beneficiary under
this form.


(ii)                                  Single
Life Income Annuity with Full Cash Refund This form provides monthly annuity
payments for the life of the Participant, with a final payment to the
Participant made for the calendar month in which the Participant dies. If


(A)                             the
sum of the payments made to the Participant during his or her life under this
option, is less than  


(B)                               the
balance of the Participant’s Restoration Account determined as of the Payment
Determination Date,


the Plan will make a lump sum payment to the
Beneficiary designated by the Participant (in his or her election of this
optional form) as soon as practicable after the Participant’s death, equal to
the difference between the amount described in paragraph (B) above minus
the amount described in paragraph (A) above. The Company may, in its
discretion, adopt procedures under which a Participant may designate a
different Beneficiary for payment under this option, if the Beneficiary dies
before the Participant. If there is no valid Beneficiary designation in effect
with respect to the Participant at the time of his or her death, the amount (if
any) otherwise payable to the Beneficiary of the Participant after the Participant’s
death will instead be paid to all members (in equal shares) of the first class
in which there are living members on the date of the Participant’s death, in
the following order of priority: (I) the Participant’s spouse; (II) the
Participant’s children; (III) the Participant’s parents; (IV) the Participant’s
estate.


 


 


9

















 


(iii)                               Joint
with Survivor Income Annuity. This optional form provides a monthly annuity for
the life of the Participant (with the
final payment  for the calendar month of the
Participant’s death) and, beginning with the calendar month following the month
of the Participant’s death, a survivor income annuity for the life of the
Beneficiary designated by the Participant in his or her election of this
optional form. The amount of the monthly survivor annuity payment for the life
of the Beneficiary will be fifty percent (50%), sixty–six and two thirds
percent (66–2/3 %), or one hundred percent (100%) of the amount of the
monthly payment made to the Participant during his or her life under the
applicable option, as selected by the Participant in his or her election of
this option. If the Beneficiary dies before the Participant dies, no survivor
benefit is paid under this optional form. A Participant may not designate a
different Beneficiary if the designated Beneficiary dies after the Payment
Determination Date and before the Participant’s death.


(e)                                  No
Valid Election.  If at the time of a
Participant’s Termination there is no valid election in effect under
this Section, that Participant’s benefit will be paid as a Deferred Lump Sum,
as described in paragraph (c).


Section
4.4A  Timing and Form of Payments to a Participant following Termination before
March 1. 1997.  The provisions of this Section shall govern
the timing and form of payments to a Participant if his or her Termination
occurs before March 1, 1997.


(a)                                  The
benefit payable under this Plan to a Participant shall be paid in the same form
under which that Participant’s Qualified Plan benefit is payable. The
Participant’s valid election under the Qualified Plan of any optional form of
payment of his or her benefit under the Qualified Plan shall also be applicable
to the payment of benefits to the Participant under this Plan.


(b)                                 Payment
of the benefit to such a Participant under this Plan shall commence as of the
same date payment of the Participant’s benefit under the Qualified Plan is to
commence. Any valid election under the Qualified Plan by the Participant with
respect to the commencement of the payment of his or her benefit under the
Qualified Plan shall also be applicable to the commencement of the payment of
his or her benefit under this Plan.


Section 4.5  Payments after a Participant’s Death.


(a)           If
a Participant dies after payment to him or her under this Plan is made or
commences, payment will be made to a Beneficiary of that Participant only if,
and to the extent that, payment is to be made to a Beneficiary under the
Annuity option applicable to that Participant.


(b)           If a Participant dies before payment
to him or her under this Plan is paid or commences, the value of the
Participant’s Restoration Account will be determined as of the January 31 next
following the close of the calendar year in which the Participant dies (his or
her 


 


 


10

















 


“Payment Determination Date”) and paid to the
Participant’s Beneficiary as a lump sum within a reasonable time thereafter.
For purposes of this paragraph (b), a Participant’s Beneficiary is the person
entitled to receive a death benefit in respect of that Participant under the
Qualified Plan or, in the case of a Participant for whom no death benefits are
payable under the Qualified Plan, the person who would have been entitled under
the Qualified Plan to receive a death benefit in respect of that Participant
(if one had been payable) if the Participant died with no valid beneficiary
designation in effect at the time of his or her death.


Section.
4.6  No Adjustments after Payment is
Determined. 
Whenever the amount of a payment is to be determined under this Article
(or any other provision of the Plan) as of a Payment Determination Date and
paid after that date, that amount will be determined as of the close of
business as of that Payment Determination Date and no adjustment will be made
to the amount to be paid for the period following the date as of which the
amount is determined.


Section 4.7  No Assignment or Alienation. 
Except to the extent otherwise required by applicable law, amounts
payable under this Plan will not be subject to alienation, assignment,
garnishment, execution, or levy of any kind, and any attempt to cause any such
amount to be so subjected shall be null, void, and of no effect and will not be
recognized.


Section 4.8  Miscellaneous Payment Rules.


(a)                                  If
any person entitled to a payment under the Plan is deemed by the Company to be
incapable of personally receiving and giving a valid receipt for such payment,
then, unless and until claim therefor shall have been made by a duly appointed
guardian or other legal representative of such person, the Company may provide
for such payment or any part thereof to be made to any other person or
institution then contributing toward or providing for the care and maintenance
of such person. Any such payment shall be a payment for the account of such
person and a complete discharge of any liability of the Company and the Plan
therefor.


(b)                                 All
amounts to be paid hereunder may be paid in cash or cash equivalents
(including, without limitation, a check drawn on a bank account of the
Company).


(c)                                  Notwithstanding
any provision hereof, there may be deducted and withheld from any payment to be
made hereunder such taxes (including, without limitation, local, state, or
federal income taxes or employment taxes (such as FICA taxes) or other amounts
which the Company reasonably determines should be deducted and withheld to
comply with applicable laws, regulations, orders, or rulings of any court,
agency, or other governmental organization.


(d)                                 It
is the responsibility of the Participants and the Beneficiaries to keep the
Company informed of their current addresses. The Company will not be obligated
to search for the whereabouts of any person and no payment will be required to
be made under this Plan where the Company has not been informed of the current
address of the Participant or Beneficiary to whom payment would otherwise be
made. If the current address of a Participant or Beneficiary is not known by
the Company at the time payment is to be made, the Company may in its sole 


 


 


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discretion decide to make payment
hereunder as if that person had died (in which case, the obligation to make
such payment to such person shall be considered discharged) or decide to
refrain from making any payment at that time.


(e)                                  As
of the date that a payment is made, or is begun to be made, to a Participant
(or his or her Beneficiary) under this Plan, the Restoration Account of that
Participant will be reduced to zero (0).


 


 


12

















 


ARTICLE 5 — Administration


Section
5.1  Plan Administration and
Interpretation.  The Company will have complete control over
the administration of the Plan, including authority to interpret the Plan and
to determine, in its sole discretion, the rights and benefits and all claims,
demands, and actions arising out of the provisions of the Plan of any
Participant, Beneficiary, or other person having or claiming to have any
interest under the Plan.  The Company’s
interpretations of, and determinations under, the Plan shall be conclusive and
binding on all parties.  The Company
shall have the authority to establish such reasonable rules and procedures
regarding the administration of the Plan as it deems necessary or appropriate.  The Company’s authority and responsibility
with respect to the administration of the Plan may be exercised and discharged
by the appropriate Employees of the Company or many be delegated by the Company
to persons other than Employees.


In
performing its functions under this Plan, the company may engage actuaries and
other professionals, and may rely on their advice and conclusions in making its
interpretations of, and determinations under, the Plan.


Section
5.2  Claims and Claims Review
Procedure.  Claims for payment (and the denial, appeal,
and review of claims) under this plan will be subject to such reasonable
procedures as are established by the Company.


Section 5.3  Indemnification.  The Company shall indemnify and
hold harmless each Employee who has responsibility in connection with the
administration of the Plan from any and all claims, losses, damages, expenses
(including reasonable counsel fees approved by the Company), and liability
(including any reasonable amounts paid in settlement with the Company’s
approval) arising from any act or omission (or alleged act or omission) by such
Employee in connection with the administration of the Plan, except when the
same is judicially determined to be due to the willful misconduct of such
Employee.


 


 


13

















 


ARTICLE 6 –
Special Rules for Participating Subsidiaries


Section
6.1  Different Source of Payments.  Except as otherwise specifically agreed to
by the Company in writing, payments under this Plan from that portion of a
Participant’s Account which is attributable to his or her employment with a
Participating Subsidiary will be paid solely from the general assets of that
Participating Subsidiary (and not from the assets of the Company). The portion
of a Participant’s Restoration Account which is attributable to his or her
employment with a Participating Subsidiary will be determined under a
reasonable method established by the Company.


Section 6.2  Change in Subsidiary
Status.  If an entity (a “Former
Subsidiary”) that was at any time a Participating Subsidiary ceases to be a
Subsidiary, the Participants who are employees of that Former Subsidiary at
that time shall not be considered to have a Termination until their employment
with the Former Subsidiary (and its affiliated companies, if any) terminates,
unless the Company in its sole discretion determines that the Former
Subsidiary’s ceasing to be a Subsidiary should be treated as a Termination
under this Plan with respect to those Participants. Such a determination by the
Company may, in the Company’s sole discretion, apply to all or any portion of
the amounts standing to the credit of such Participants’ Restoration Accounts
at that time. Any determination by the Company under this Section with respect
to any Former Subsidiary will have no effect on the Company’s determination
with respect to any other Former Subsidiary.


 


 


14

















 


ARTICLE 7 –
Amendment and Termination


Section
7.1  Amendment or Termination.  The Company may amend or terminate the Plan
under the procedures provided for in the vote of the Board of Directors of the
Company dated August 25, 1994.


Section 7.2  Effect
of Amendment or Termination.  Any amendment or termination shall be
effective as of the date of the Company’s action to adopt the amendment or
termination, unless the Company specifies another effective date occurring
after the date of such action. No amendment or termination may reduce the
amount then standing to the credit of any Participant’s Restoration Account or
change the timing or form of distribution of any Participant’s Restoration
Account balance, determined as of the date the amendment or termination is
adopted, without the written consent of that Participant. However, any
amendment or termination may (without limitation) change the method for
determining amounts to be credited to Restoration Accounts (or eliminate such
credits) for Plan Years ending after the effective date of the amendment or
termination, or change the method of adjusting Restoration Accounts under
Article 3 for periods after the effective date of the amendment.


 


 


15

















 


ARTICLE 8 ––
Miscellaneous


Section
8.1  No Enlargement of Employee Rights. 
No Participant or Beneficiary will have any right to a benefit under
this Plan except in accordance with the terms of the Plan. Establishment of the
Plan will not be construed to give any Participant the right to be retained in
the service of the Company.


Section
8.2  Liability of the Company.  Subject to obligations of the Company (or
the Participating Subsidiaries) to pay the amounts credited to the
Participants’ Accounts, as and to the extent specifically provided in this
Plan, and the indemnification provided by the Company under Section 5.3,
neither the Company, the Participating Subsidiaries, nor any person acting in
behalf of the Company (or the Participating Subsidiaries) shall be liable to
any Participant or any other person for any act performed or the failure to
perform any act with respect to the Plan.


Section
8.3  Corporate Successors   The Plan shall not be automatically terminated by a transfer or
sale of assets of the Company or by the merger or acquisition or consolidation
of the Company into or with any other corporation or other entity, but the Plan
shall be continued after such sale, merger, or consolidation only if and to the
extent that the transferee, purchaser, or successor entity agrees to continue
the Plan. In the event that the Plan is not continued by the transferee,
purchaser, or successor entity, the Plan will then terminate subject to the
provisions of Section 7.2 hereof.


Section
8.4  Applicable Law and Construction.


(a)                                  Except
to the extent preempted by federal law, the provisions of the Plan shall be
interpreted in accordance with the laws of the Commonwealth of Massachusetts.


 (b)                              The
titles of Articles and Sections are for reference only. In the event of a
conflict between a title and the content of an Article or Section, the content
shall control. Whenever used, the masculine pronoun shall include the feminine
pronoun and the singular number shall include the plural number unless the
context of the Plan requires otherwise.


 


 


16

















 


ARTICLE 9 – Glossary


Whenever used in this Plan, the following terms shall
have the following meanings, unless the context clearly requires a different
meaning:


“Actuarially
Equivalent Value” has the meaning provided in the Qualified Plan.


“Annual
Section 401(a)(17) Limit,” for any Plan Year, means the annual limit on
compensation that may be taken into account under the Qualified Plan as
required by Section 401(a)(17) of the Code, for that Plan Year. The Annual
Section 401(a)(17) Limit is determined without reference to any proration of the
annual limit that may be required under Treasury Regulation § 1.401(a)(17).


“Annuity”
means one of the forms of benefit payments described as Annuity options under
Article 4.


“Appendix
F Participant” means a Participant who is also an “Appendix F Member”
within the meaning of the Qualified Plan.


“Beneficiary”
means the person who is to receive benefits after a Participant’s death, as
determined under the applicable rules of Article 4.


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor code.


“Company”
means Digital Equipment Corporation.


“Credited
Restoration Pay” with respect to a Participant for a Plan  Year beginning after
June 30, 1996 means that portion of that Participant’s Restoration Pay for such
Plan Year which exceeds the Annual Section 401 (a)(17) Limit
applicable for that Plan Year. “Credited Restoration Pay” with respect to a
Participant for the Plan Year ending June 30, 1996 means that portion of the
Restoration Pay paid to such Participant for such Plan Year after the sum of
that Participant’s Restoration Pay for such
Plan Year and Qualified Plan
Compensation - for such Plan Year equals  at least $150,000.


“Employee”
means any person who is an employee of the Company or an employee of a
Participating Subsidiary.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


“Interest
Crediting Rate” has the meaning provided by the Qualified Plan.


“Opening
Balance” the meaning provided in the Qualified Plan.


“Participant”
means a person described in Section 2.1.


“Participating Subsidiary’’
means any Subsidiary which has adopted the Qualified Plan and which adopts this
Plan with the permission of the Company.


 


 


17

















 


“Pay  Credit Date” has the meaning provided by
the Qualified Plan. There are no Pay Credit Dates prior to March 31, 1996.


“Payment
Determination Date” means the date as of which payment of benefits under
this Plan is made or commences.


“Plan”
means this Digital Equipment Corporation Cash Account Pension Restoration Plan,
as set forth in this document, and as amended from time to time hereafter.
Prior to this amendment and restatement, the Plan was named the “Digital
Equipment Corporation Restoration Pension Plan.”


“Plan
Year” means the twelve (12) consecutive month period beginning July 1
and ending on the next following June 30.


“Prior
Benefit Formula” has the meaning provided in the Qualified Plan.


“Qualified
Plan” means the Digital Equipment Corporation Cash Account Pension Plan, as
amended from time to time.


“Qualified
Plan Account” means the account maintained under the Qualified Plan for
purposes of calculating benefits payable under the Qualified Plan.


“Qualified
Plan Compensation” of a Participant means his or her “Compensation” within
the meaning of the Qualified Plan for the period July 1, 1995 through February
29, 1996 which is taken into account for purposes of determining the benefits
accrued by the Participant under the Prior Benefit Formula, as provided in
Section 3.10 of the Qualified Plan and the other applicable provisions of the
Qualified Plan.


“Qualified
Plan Member” means an Eligible Employee who is a member under the Qualified
Plan.


“Restoration
Account” means the account so designated and established under Section 2.2
on behalf of a Participant.


“Restoration
Pay” of a Participant means that Participant’s “Pay” as determined under
the Qualified Plan (including, without limit, Sections 3.5 and 3.6A of the
Qualified Plan), except that for purposes of this Plan a Participant’s Pay
shall be determined without regard to the Annual Section 401(a)(17) Limit.


“Section
415 Limit” means the limit on benefits payable by a defined plan under
Section 415 of the Code.


“Subsidiary”
means  any entity in which the Company owns (directly or indirectly) a
greater than fifty percent (50%) voting interest or economic interest.


“Termination” means a
Participant's termination of employment (for reasons other than death) with the
Company and all Subsidiaries.


 


 


18

















 


DIGITAL EQUIPMENT CORPORATION


CASH ACCOUNT PENSION RESTORATION PLAN


 


 


First Amendment


 


A.            The
Digital Equipment Corporation Cash Account Pension Restoration Plan (the
“Plan”), as set forth in a document dated as of March 1, 1996, is hereby
amended as follows:


 


1.             Article 3
is amended by adding at the end of said Article the new Sections 3.6 and
3.7, as follows:


 


“3.6.        Restoration
Pay for Periods after December 31, 1998. Effective January 1, 1999, the
Qualified Plan has been amended to provide that ‘Pay’ includes only such
amounts of Pay, as specified therein, as are received by an Electing Employed
Member (as defined in the Qualified Plan). Under this Plan, no amounts received
by a Participant after December 31, 1998 may constitute ‘Restoration Pay’ unless
the Participant is an Electing Employed Member under the Qualified Plan at the
time such amounts are received. Accordingly, on and after January 1, 1999,
‘Restoration Pay’ of a Participant shall mean that Participant’s ‘Pay’ as
determined under the Qualified Plan (including, without limitation, the
requirement that such Pay be received while the Participant is an Electing
Employed Member within the meaning of the Qualified Plan), except that for
purposes of this Plan a Participant’s Pay shall be determined without regard to
the Annual Section 401(a)(17) Limit.


 


3.7.          Additional
Special Rules for Certain Appendix F Participants.  If an Appendix F Participant who is an
‘Eligible Employed Member,’ as defined in the Qualified Plan, elects option
(II) set forth in Section F.8(A) of the Qualified Plan, such Appendix F
Participant shall be treated for purposes of Section 3.3 of this Plan as if he
or she had a Termination as of December 31, 1998. Such Appendix F Participant
shall not be treated as having had a Termination for other purposes of the Plan
until his or her actual Termination (as determined under the otherwise
applicable Plan provisions).”


 


2.              The
definition of “Restoration Pay” in Article 9 is amended by deleting said
definition in its entirety and substituting in lieu thereof the following:


 


“‘Restoration Pay’ has
the meaning provided in Section 3.6.”


 


B.             This
Amendment is effective January 1, 1999.


 


 


19

















 


C.            The Plan is in all other respects hereby confirmed.


 


 


Executed this 18th day of December, 1998.


 


 


 


	
  DIGITAL EQUIPMENT CORPORATION

  
	
   

  
	
  By

  	
   

  



 


 


20

















 


AMENDMENT


TO THE


COMPAQ COMPUTER
CORPORATION


CASH ACCOUNT PENSION
RESTORATION PLAN


 


 


 


The
Compaq Computer Corporation Cash Account Pension Restoration Plan (the “Plan”)
is hereby amended to provide that, any provision of the Plan to the contrary
notwithstanding, no Pay Credits shall be credited to a Member with respect to
the Member’s Pay for any period after December 31, 2002.


 


This Amendment is hereby adopted this
20th day of December 2002.


 


 


 


	
  HEWLETT-PACKARD
  COMPANY

  
	
   

  
	
   

  
	
   

  
	
  Susan
  Bowick, Senior Vice President

  
	
  HP
  Human Resources

  



 


 


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