exv10w29



 





Exhibit 10.29




MOTOROLA ELECTED OFFICERS SUPPLEMENTARY RETIREMENT PLAN

AS AMENDED EFFECTIVE AS OF JUNE 30, 2005




(Reflecting Amendments through May 8, 2007)




     Motorola, Inc. (the “Company”) heretofore established the Elected Officers Supplementary
Retirement Plan (the “Plan”). Effective November 9, 1988, the Board of Directors of the Company
approved extensive amendments to the Plan. This document sets forth the Plan as amended on
November 9, 1988 and includes all additional amendments effective through June 30, 2005, along with
such technical conforming changes as are deemed necessary in order to designate this document as an
amendment and complete restatement of the Plan effective as of said date. The Plan and the Trust
created to fund the Company’s obligations under the Plan are not intended to be qualified under
Sections 401(a) and 501(a) of the Internal Revenue Code. Amounts accrued or vested under the Plan
on and after January 1, 2005 are subject to the provisions of Section 409A of the Internal Revenue
Code; accordingly, as applied to those amounts, the Plan shall at all times be interpreted and
administered so that it is consistent with such Internal Revenue Code Section notwithstanding any
provision of the Plan to the contrary.



     Section 1. Definitions. Where the following words and phrases appear in this Plan,
they shall have the respective meanings set forth below, unless the context clearly indicates to
the contrary:



     1.1 Actuarial (or Actuarially) Equivalent: Equality in value of the aggregate amounts
expected to be received under different forms of payment, and except as provided below, based on
the actuarial assumptions, tables and interest rates which are adopted by the Committee from time
to time for this purpose and are set forth in Appendix A hereto.



     1.2 Affiliated Employer: Any corporation which is a member of a controlled group of
corporations (as defined in Section 414 (b) of the Internal Revenue Code) which includes the
Company.



     1.3 Annuity Starting Date: As defined in Section 8.1 hereof.



     1.4 Average MIP Award: As defined in Section 6 hereof.



     1.5 Board of Directors: The Board of Directors of the Company, and shall also mean any
committee of the Board of Directors which has been delegated authority to exercise the powers and
authority of the Board of Directors with respect to the Plan.



     1.6 Change in Control: The occurrence of any of the following events: a change in control
of the Company of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended
(“Exchange Act”), or any successor provision thereto, whether or not the Company is then subject to
such reporting requirement; provided that, without limitation,
such a Change in Control shall be deemed to have occurred if (A) any “person” or “group” (as













 




such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of the Company’s then outstanding
securities (other than the Company or any employee benefit plan of the Company; and, for purposes
of the Plan, no Change in Control shall be deemed to have occurred as a result of the “beneficial
ownership,” or changes therein, of the Company’s securities by either of the foregoing), (B) there
shall be consummated (i) any consolidation or merger of the Company in which the Company is not the
surviving or continuing corporation or pursuant to which shares of the Company’s common stock would
be converted into or exchanged for cash, securities or other property, other than a merger of the
Company in which the holders of the Company’s common stock immediately prior to the merger have,
directly or indirectly, at least a 65% ownership interest in the outstanding common stock of the
surviving corporation immediately after the merger, or (ii) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or substantially all, of
the assets of the Company, other than any such transaction with entities in which the holders of
the Company’s common stock, directly or indirectly, have at least a 65% ownership interest, (C) the
shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the
Company, or (D) as the result of, or in connection with, any cash tender offer, exchange offer,
merger or other business combination, sale of assets, proxy or consent solicitation (other than by
the Board), contested election or substantial stock accumulation (a “Control Transaction”), the
members of the Board immediately prior to the first public announcement relating to such Control
Transaction shall thereafter cease to constitute a majority of the Board.




     1.7 Committee: The persons appointed pursuant to Section 12 to assist the Company in the
administration of the Plan in accordance with said Section.



     1.8 Company: Motorola, Inc., a corporation organized and existing under the laws of the State
of Delaware or its successor or successors.



     1.9
Disability, Disabled: The Committee shall determine, in its reasonable discretion,
whether any Participant has a Disability or is Disabled.



     1.10
Early Retirement Date: The first day of the calendar month coincident with or
immediately following the Participant’s 60th birthday.



     1.11 Early Retirement Age: The Participant’s 60th birthday.



     1.12 Effective Date: November 9, 1988, the date on which the provisions of this Plan as
amended on November 9, 1988 become effective.



     1.13 ERISA: The Employee Retirement Income Security Act of 1974, as amended from time to
time.



     1.14 ERISA Excess Formula: As defined in Section 6 hereof.



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     1.15 Hour of Service:




(a) each hour for which an employee is paid, or entitled to payment, for the
performance of duties for the Company. These hours will be credited to the employee
for the computation period in which the duties are performed;




(b) each hour for which an employee is paid, or entitled to payment, by the Company
on account of a period of time during which no duties are performed (irrespective of
whether the employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including Disability), layoff, jury duty, military duty or
leave of absence. No more than 501 Hours of Service will be credited under this
paragraph for a single computation period (whether or not the period of time during
which no duties are performed occurs in a single computation period). Hours under
this paragraph will be calculated and credited pursuant to section 2530.200b-2 of
the Department of Labor Regulations which are incorporated herein by this reference;
and




(c) each hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Company. The same Hours of Service will not be credited
both under paragraph (a) or paragraph (b), as the case may be, and under this
paragraph (c). These hours will be credited to the employee for the computation
period or periods to which the award or agreement pertains rather than the
computation period in which the award, agreement, or payment is made. Solely for
purposes of determining whether a One Year Break in Service for vesting purposes has
occurred in a computation period, an employee who is absent from work for maternity
or paternity reasons shall receive credit for the Hours of Service which would
otherwise have been credited to such employee but for such absence, or in any case
in which such hours cannot be determined, 8 hours of service per day of such
absence. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence (1) by reason of the pregnancy of the employee,
(2) by reason of a birth of a child of the employee, (3) by reason of the placement
of a child with the employee in connection with the adoption of such child by such
employee, or (4) for purposes of caring for such child for a period beginning
immediately following such birth or placement. The Hours of Service credited under
this paragraph shall be credited (1) in the computation period in which the absence
begins if the crediting is necessary to prevent a One Year Break in Service in that
period, or (2) in all other cases, in the following computation period. The total
Hours of Service Required to be credited for maternity or paternity reasons shall
not exceed 501 hours. As used in this definition, the term Company includes all
Affiliated Employers.



     1.16 Normal Formula: As defined in Section 6 hereof.



     1.17 Normal Retirement Age: The Participant’s 65th birthday.



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     1.18 Normal Retirement Date: A Participant’s Normal Retirement date is the first day of the
calendar month coincident with or immediately following the Participant’s 65th birthday.



     1.19 Officer: An officer of the Company elected by the Board of Directors, or designated by
the Chief Executive Officer of the Company and deemed having been so elected in accordance with
powers delegated by the Board of Directors.



     1.20 One Year Break in Service: An employee shall incur a One Year Break in Service if in any
computation period, as described in the definition of a Year of Service, he does not complete more
than five hundred (500) Hours of Service. In the case of an employee who is absent from work for
maternity or paternity reasons, as described in Section 1.15, Hours of Service shall be credited to
such employee in accordance with Section 1.15.



     1.21 PBGC: Pension Benefit Guaranty Corporation, a body corporate within the Department of
Labor established under the provisions of Title IV of ERISA.



     1.22 Participant: An officer participating in the Plan in accordance with the provisions of
Section 3.



     1.23 Pension Plan: The Motorola, Inc. Pension Plan.



     1.24 Plan: Motorola Elected Officers Supplementary Retirement Plan, the plan set forth
herein, as amended from time to time.



     1.25 Plan Year: The 12-month period commencing on January 1 and ending on December 31.



     1.26 Qualified Joint and Survivor Annuity: As defined in Section 8.1 hereof.



     1.27 Qualified Pre-Retirement Annuity: As defined in Section 8.2 hereof.



     1.28 Retirement Benefit: As defined in Section 6 hereof.



     1.29 Salary: The amount paid to an Officer by the Company as annual basic compensation,
excluding awards under the Motorola Incentive Plan (MIP) (as well as any prior awards under the
Motorola Executive Incentive Plan (MEIP) and the Performance Excellence=Rewards (PE=R) program),
Mid Range Incentive Plan and Long Range Incentive Program, moving expense reimbursements, the
imputed fair market value of a Company provided automobile or excess group-term life insurance
coverage and similar imputed income items, and including the officer’s elective contributions to
the Motorola Management Deferred Compensation Plan of amounts that would otherwise meet the above
definition of Salary but for their contribution to the Motorola Management Deferred Compensation
Plan.



     1.30 SCRP: The Motorola Supplementary Contributory Retirement Plan.



     1.31 Service Credit: As defined in Section 6 hereof.



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     1.32 Subsidiary: Any corporation more than fifty percent (50%) of the outstanding voting
stock of which (other than directors’ qualifying shares) is at the time directly or indirectly
owned by the Company or by one or more Subsidiaries or by the Company and one or more Subsidiaries.



     1.33 Survivor Annuity Starting Date: As defined in Section 8.2 hereof.



     1.34 Trust: Any trust established for receiving, holding, investing and disposing of the
Trust Fund and for implementing and carrying out the provisions of the Plan.



     1.35 Trustee: The person or entity named as trustee herein or in any separate Trust forming
part of this Plan, and any successors.



     1.36 Trust Agreement: As defined in Section 14.1 hereof.



     1.37 Trust Fund: The Plan assets held by the Trustee under the Trust.



     1.38 Year of Service: A twelve (12) consecutive month period (computation period) during
which period the employee has completed at least one thousand (1,000) Hours of Service. The
computation period of an employee shall begin with the date he commences employment with the
Company and additional computation periods shall begin on each succeeding anniversary of the date
the employee commences employment with the Company. In the event an employee’s employment with the
Company is terminated and such employee has a One Year Break in Service following the termination
of his employment, and if such employee is later reemployed by the Company, the computation period
shall begin with the date such employee is reemployed by the Company, and additional computation
periods shall begin on each succeeding anniversary of the date the employee was reemployed by the
Company. All Years of Service (both pre-break and post-break) will be counted for vesting purposes
and for calculating the Retirement Benefit under the Normal Formula. Years of Service with any
Affiliated Employer shall be counted as Years of Service with the Company.



     Section 2. Construction. The masculine gender, where appearing in the Plan, shall be
deemed to include the feminine gender, and the singular may include the plural, unless the context
clearly indicates to the contrary. The words “hereof,” “herein,” “hereunder,” and other similar
compounds of the word “here” shall mean and refer to the entire Plan, not to any particular
provision or Section. Section headings are included for convenience of reference and are not
intended to add to, or subtract from, the terms of the Plan.



     Section 3. Participation. Each officer who is age 55 or older on the Effective Date
shall become a Participant in the Plan, as amended, on the Effective Date. After the Effective
Date, an Officer shall become a Participant in the Plan upon the earlier of (i) his designation as
a Participant by the Committee at any age under age 55, (ii) attaining age 55, (iii) his election
as an officer if age 55 or older at that time, (iv) a Change in Control or (v) his Disability;
provided, however, that there shall be no new Participants in the Plan after December 31, 1999. A
Participant whose right to a Retirement Benefit was not vested on



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December 31, 1999, shall no longer participate in the Plan upon the Participant’s acceptance
of the offer to exchange his or her’s interest in the Plan for other consideration from Motorola.



     Section 4. Vesting. A Participant’s right to a Retirement Benefit shall be vested
and nonforfeitable as follows:




(a) For a Participant who has not attained age 60, when he has completed at least
five Years of Service;




(b) For a Participant who is age 60 or older but who has not attained age 65, when
he has completed at least two Years of Service;




(c) Upon attainment of age 65 (Normal Retirement Age) regardless of his Years of
Service;




(d) Upon a Change in Control of the Company regardless of the Participant’s age or
number of Years of Service;




(e) At the time he becomes Disabled regardless of the Participant’s age or number of
Years of Service.



     Section 5. Eligibility for Retirement Benefits. To be eligible for a Retirement
Benefit under the Plan, a Participant must also be a participant in the Pension Plan if eligible
for participation, or the pension plan of a Subsidiary if the Subsidiary has a pension plan and the
Participant is eligible to participate in it, and he must meet the other eligibility requirements
stated herein. A Participant who is vested and who retires on or after age 60 shall be eligible to
receive an unreduced Retirement Benefit upon retirement. A Participant who retires at any age
because of Disability shall be eligible to receive an unreduced Retirement Benefit upon retirement.
A Participant whose employment with the Company terminates at any age because of a Change in
Control shall be eligible to receive an unreduced Retirement Benefit upon retirement at or after
age 55. A Participant who is vested and ceases to be an Officer or ceases to be employed by the
Company for any reason (other than Disability or a Change in Control) before he has attained age 57
shall be eligible to receive a deferred unreduced Retirement Benefit upon retirement at or after
age 60 or, subject to the condition stated hereinbelow, a deferred actuarially reduced Retirement
Benefit determined as provided in this Section 5 upon retirement at or after age 57. A Participant
who is vested and who retires at or after age 57 but prior to age 60 shall, subject to the
condition stated hereinbelow, be eligible to receive an actuarially reduced Retirement Benefit upon
retirement determined as follows:



     (a) With respect to the lump sum payment option, the lump sum amount to be paid to the
Participant will be equal to the cost to purchase (from an insurance company selected by the
Company) a deferred annuity for the Participant at retirement which would provide the full
Retirement Benefit with payments commencing at age 60.



     (b) With respect to the lifetime income payments option, such payments will be determined by
the amount of lifetime income which could be provided by purchasing an



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annuity with the lump sum amount determined in (a) above. The other optional forms of payment
under the Plan will also be available to the Participant on an actuarially reduced basis.



     Notwithstanding the foregoing, as a condition to the availability of a Retirement Benefit at or
after age 57 but prior to age 60, the Participant shall enter into an agreement not to compete with
the Company.


     Section 6. Determination of Amount of Retirement Benefit. A benefit for each
Participant shall be calculated under the Normal Formula. A benefit for each Participant who
participates in the Pension Plan shall also be calculated under the ERISA Excess Formula. The
formula which produces the greater benefit will be the applicable formula for Participants who
participate in the Pension Plan. The benefit so calculated for each Participant, whether
determined under the Normal Formula or the ERISA Excess Formula, shall be reduced by the amount
(computed on a life annuity basis) payable to such Participant under the Pension Plan (but not
including SCRP payments), the pension plan of any Subsidiary, the Company’s Long Term Disability
Plan, and the disability plan of any Subsidiary, whichever plan or plans is or are at the time
applicable to such Participant. The results obtained shall be the Participant’s “Retirement
Benefit,” provided, however, that the Retirement Benefit payable annually to any Participant shall
not exceed seventy percent (70%) of the lesser of (i) his Salary as of the date immediately prior
to retirement, or (ii) his Salary as of June 30, 2005 if he was an officer on said date.




     Normal Formula. The monthly benefit under the Normal Formula expressed as lifetime
income shall be calculated as follows: One-Twelfth (1/12) times the sum of (i) Salary as of the
date immediately prior to retirement (or as of such earlier date as may be mutually agreed upon by
the Company and the Officer affected) or in the case of a deferred vested Retirement Benefit, as of
the date of the Participant’s termination of employment; provided, that in no event shall a
Participant’s Salary for purposes of this clause (i) be greater than the Participant’s Salary as of
June 30, 2005 if he was an Officer on said date, plus (ii) the five year Average MIP Award paid to
the Officer under the Motorola Incentive Plan (MIP) (and taking into account for this purpose any
previous awards under the Motorola Executive Incentive Plan (MEIP) or Performance Excellence =
Rewards program (PE=R) as provided in the definition of “Average MIP Award” below) times forty
percent (40%) plus an additional percentage (“Service Credit”) equal to one-fourth (1/4) of one
percent (1%) for each Year of Service of the Officer in excess of ten (10) Years of Service,
subject to the following maximums:



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	Age At	 	 	 	Age At	 	 
	Retirement	 	Maximum	 	Retirement	 	Maximum
	55	 	42.50%	 	61	 	44.00%
	56	 	42.75%	 	62	 	44.25%
	57	 	43.00%	 	63	 	44.50%
	58	 	43.25%	 	64	 	44.75%
	59	 	43.50%	 	65 & over 	 	45.00%
	60	 	43.75%	 	 	 	 







If the Service Credit determined as above is less than the Early Service Credit calculated under
the Plan as it existed prior to the Effective Date for any Participant, the Early Service Credit
shall be used for such Participant in lieu of the Service Credit determined as above.




     “Average MIP Award” shall mean and shall be calculated as follows:




(i) For each of the eight full calendar years prior to retirement, each year’s MIP
award (which term shall include any prior MEIP and/or PE=R awards during the
applicable period), including any portion thereof which the officer elects to
contribute under the Motorola Management Deferred Compensation Plan) is calculated
as a percentage of that year’s actual earnings from Salary.




(ii) The five calendar years which produce the highest percentages are then
determined.




(iii) The average of the percentages for those five years is then determined.




(iv) The average of the percentages so determined is then applied to the Officer’s
Salary at retirement (or at such earlier date as may be mutually agreed upon by the
Company and the officer affected) to determine the Average MIP Award amount for
purposes of this Plan.



     Following is an example of the calculation:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Actual	 	 	 	 	 	MIP Award as %
	 	 	 	 	 	 	Earnings from	 	MIP	 	of Actual Earnings
	Year	 	 	 	Salary	 	Award	 	from Salary
	 	1	 	 	 
	 	$	190,000	 	 	$	57,000	 	 	 	30.0	%
	 	2	 	 	 
	 	$	180,000	 	 	 	36,000	 	 	 	20.0	%
	 	3	 	 	 
	 	$	170,000	 	 	 	30,600	 	 	 	18.0	%
	 	4	 	 	 
	 	$	160,000	 	 	 	20,800	 	 	 	13.0	%
	 	5	 	 	 
	 	$	150,000	 	 	 	48,000	 	 	 	32.0	%
	 	6	 	 	 
	 	$	140,000	 	 	 	-0-	 	 	 	0	 
	 	7	 	 	 
	 	$	130,000	 	 	 	28,600	 	 	 	22.0	%
	 	8	 	 	 
	 	$	110,000	 	 	 	17,600	 	 	 	16.0	%






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* Average MIP rate for five years which produces the highest percentage 24.4%



Final Salary = $200,000



Average MIP Award (24.4% of $200,000 final Salary) = $48,800




     Payments made under the Mid Range Incentive Plan and Long Range Incentive Plan shall not be
taken into account in determining the Average MIP Award.



     ERISA Excess Formula. The monthly benefit under the ERISA Excess Formula expressed as
lifetime income shall be calculated in the same manner as the Normal Retirement Benefit is
calculated under Section 6.1 of the Pension Plan. The benefit calculated under this formula shall
not be subject to the limitations of Sections 401(a)(17) and 415 of the Internal Revenue Code and
shall be calculated without giving effect to any reduction in earnings attributable to the
Participant’s elective contributions to the Motorola Management Deferred Compensation Plan.



     Notwithstanding the method prescribed above for calculating Average MIP Award, if, under
extraordinary circumstances which are in the interest of the Company, as determined by the Company
(acting through the Board of Directors or any committee thereof to whom authority has been
delegated) in its sole discretion, an officer extends his or her employment beyond his or her
planned retirement date at the request of the Company, the Company may, with the consent of the
Officer affected, calculate the Officer’s Average MIP Award by using the MIP awards for the
calendar years that would have been used if the officer had retired on the date originally planned.



     Section 7. Payment of Retirement Benefit. A Participant’s Retirement Benefit shall
be paid in monthly installments commencing as follows: (i) in the case of a vested Participant who
retires prior to or on or after his Early Retirement Age, on the first day of the month coinciding
with or immediately following the date of his retirement, (ii) in the case of a Participant who
retires before his Early Retirement Age because of Disability, on the first day of the month
coinciding with or immediately following the date of Disability, and (iii) in the case of a
Participant who has a deferred vested Retirement Benefit, on the first day of the month selected by
the Participant after he has attained his Early Retirement Age, or if a Change in Control has
occurred, after he has attained age 55 rather than his Early Retirement Age. Such payments shall
continue on the first day of each succeeding month until the benefit terminates as provided in the
Plan for the type of benefit being paid to the Participant. Unless the Participant elects
otherwise, in writing, payment of benefits under the Plan will begin not later than the 60th day
after the latest of the close of the Plan Year in which:






	(1)	 	the Participant attains Normal Retirement Age;







	(2)	 	occurs the 10th anniversary of the year in which the Participant commenced
participation in the Plan; or






	(3)	 	the Participant terminates his service with the Company.




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     Benefits under the Plan that accrued or vested on and after January 1, 2005 are subject to the
provisions of Section 409A of the Code and the provisions of Appendix C of the Plan; accordingly,
as applied to those amounts, the Plan shall at all times be interpreted and administered so that it
is consistent with such Internal Revenue Code Section notwithstanding any provision of the Plan to
the contrary.



     7.1 Facility of Payment: If, in the Committee’s judgment, any person to whom benefits are
payable hereunder is under a legal disability or unable to care for his affairs because of illness,
accident, or other incapacity, any payment due (unless prior claim therefor shall have been made by
a duly qualified guardian, committee, or other legal representative) may be paid to his spouse,
parent, brother or sister, or any other person as the Committee may determine. Any such payment
shall be a payment for the account of such person and shall, to the extent thereof, be a complete
discharge of any liability under the Plan to such person.



     Section 8. Qualified Joint and Survivor Annuity and Qualified Pre-Retirement Survivor
Annuity.



      8.1 Qualified Joint and Survivor Annuity.





(a) Unless otherwise elected as provided below, a Participant who is married on the
Annuity Starting Date and who does not die before the Annuity Starting Date shall
receive the value of his benefit in the form of a Qualified Joint and Survivor
Annuity. An unmarried Participant shall receive the value of his benefit in the
form of a life annuity. Such unmarried Participant, however, may elect in writing
to waive the life annuity. The election must comply with the provisions of this
Section as if it were an election to waive the joint and survivor annuity by a
married Participant, but without the spousal consent requirement. The joint and
survivor annuity and the life annuity form of distribution shall be the Actuarial
Equivalent of the benefits due the Participant.




(b) Any election to waive the Qualified Joint and Survivor Annuity must be made by
the Participant in writing during the election period, must be consented to in
writing by the Participant’s spouse and must indicate that the Participant alone is
to receive the benefit or designate a specific beneficiary or beneficiaries,
including any class of beneficiaries or a contingent beneficiary and a form of
benefit payment which may not be changed (except back to a Qualified Joint and
Survivor Annuity) without spousal consent, unless the consent of the spouse
expressly permits designations by the Participant without any requirement of further
consent by the spouse. Such spouse’s consent shall be irrevocable and must
acknowledge the effect of such election and be witnessed by a Plan representative or
a notary public. A consent that permits designations by the Participant without any
requirement of further consent by such spouse must acknowledge that the spouse has
the right to limit consent to a specific beneficiary and a specific form of benefit,
where applicable and that the spouse voluntarily elects to relinquish either or both
of such rights. Such



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consent shall not be required if it is established to the satisfaction of the
Committee that the required consent cannot be obtained because there is no spouse,
the spouse cannot be located, or other circumstances that may be prescribed by
Treasury regulations. The election made by the Participant and consented to by his
spouse may be revoked by the Participant in writing without the consent of the
spouse at any time during the election period. The number of revocations shall not
be limited. Any new election must comply with the requirements of this paragraph.
A former spouse’s waiver shall not be binding on a new spouse.




(c) The election period to waive the joint and survivor annuity and to revoke an
election shall be the one hundred and eighty (180) day period ending on the Annuity
Starting Date.




(d) “Annuity Starting Date” means the first day of the first period for which an
amount is paid as an annuity, or, in the case of a Retirement Benefit not payable in
the form of an annuity, the first day on which all events have occurred which
entitles the Participant to such Retirement Benefit.




(e) “Qualified Joint and Survivor Annuity” means a reduced annuity for the life of
the Participant with a survivor annuity for the life of the spouse which is either
50 percent (50%), 75 percent (75%) or 100 percent (100%) (as selected by the
Participant, and if no selection is made, it will be 50%) of the amount of the
annuity which is payable during the joint lives of the Participant and the spouse
and which is the Actuarial Equivalent of the normal form of benefit.




(f) With regard to the election, the Committee shall provide the Participant no less
than thirty (30) days and no more than one hundred and eighty (180) days prior to
the Annuity Starting Date (and consistent with Treasury regulations), a written
explanation of:




(i) the terms and conditions of the Qualified Joint and Survivor Annuity,




(ii) the Participant’s right to make and the effect of an election to waive the
Qualified Joint and Survivor Annuity,




(iii) the right of the Participant’s spouse to consent to any election to waive the
qualified Joint and Survivor Annuity,




(iv) the right of the Participant to revoke such election, and the effect of such
revocation, and




(v) the relative values of the various optional forms of benefit under the Plan.



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(g) The distribution of a benefit in the form of a Qualified Joint and Survivor
Annuity shall not require the consent of the Participant’s spouse if such
distribution commences prior to the later of his Normal Retirement Age or age 62.



     8.2 Qualified Pre-Retirement Survivor Annuity. In the case of a vested Participant who dies
before the Annuity Starting Date, whether or not separated from service with the Company at the
time of death, and who has a surviving spouse, a Qualified Pre-Retirement Survivor Annuity shall be
paid to the surviving spouse of such Participant. This form of benefit may not be waived nor may
another beneficiary be selected. Under this form of benefit, the Participant’s surviving spouse
will receive a lifetime annuity payable in monthly installments equal to fifty percent (50%) of the
Retirement Benefit calculated for the deceased Participant as of the date immediately prior to his
death. For purposes of this Section 8.2, a surviving spouse will begin to receive payments on the
first day of the month immediately following the date of the Participant’s death unless such
surviving spouse elects a later date. A surviving spouse’s benefit will be paid in a lump sum upon
such spouse’s written request made prior to the date benefit payments begin. The date on which a
surviving spouse begins to receive payments as an annuity or receive a lump sum payment under this
Section 8.2 shall be referred to as the “Survivor Annuity Starting Date.”



     8.3 Non-Qualified Pre-Retirement Survivor Annuity. In addition to the Qualified
Pre-Retirement Survivor Annuity provided for in Section 8.2 hereof, in the case of a vested
Participant who dies before his of her Annuity Starting Date, whether or not separated from service
with the Company at the time of death, and who has a surviving spouse, a Non-Qualified
Pre-Retirement Survivor Annuity shall be paid to the surviving spouse of such Participant. This
form of benefit may not be waived nor may another beneficiary be selected. Under this form of
benefit, the Participant’s surviving spouse will receive a lifetime annuity payable in monthly
installments equal to fifty percent (50%) of the Retirement Benefit calculated for the deceased
Participant as of the date immediately prior to his of her death. For purposes of this Section
8.3, a surviving spouse will begin to receive payments on the first day of the month immediately
following the date of the Participant’s death unless such surviving spouse elects a later date. A
surviving spouse`s benefit will be paid in a lump sum upon such spouse’s written request made prior
to the date benefit payments begin. The date on which a surviving spouse begins to receive
payments as an annuity or receive a lump sum payment under this Section 8.3 shall be referred to as
the “Survivor Annuity Starting Date.”



     Section 9.  Optional Methods of Payment. If a married Participant has duly waived the
Qualified Joint and Survivor Annuity form of benefit or if an unmarried Participant has duly waived
the life annuity form of benefit in accordance with the requirements of Section 8.1, upon the
written request of such a Participant filed with the Committee before the Annuity Starting Date in
accordance with the rules governing such requests, the Committee shall provide for him an optional
form of Retirement Benefit, in one of the forms set forth below, which shall be the Actuarial
Equivalent of the Retirement Benefit to which he would be otherwise entitled hereunder except that
no optional form shall be granted which would



-12-









 







reduce the value of the Participant’s Retirement Benefit payable to him personally by more
than fifty percent (50%):



     (i) a lump sum payment;



     (ii) in the case of a married Participant, in the form of a life annuity; or



     (iii) a life-ten years certain form as set forth in Section 6.7(b) of the Pension
Plan.



     Section 10. Limitations on Benefits. All rights and benefits, including elections,
provided to a Participant in the Plan shall be subject to the rights afforded to any alternate
payee under a qualified domestic relations order as those terms are defined in Section 206(d) of
ERISA.



     Section 11. Nonalienation of Benefits. No benefit which shall be payable out of the
Trust Fund to any person (including a Participant or his beneficiary), or any other amount or asset
set aside or purchased under Section 13 to fund a Participant’s Retirement Benefit, shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be void; and no such benefit shall in any manner be liable for, or subject
to, the debts, contracts, liabilities, engagements, or torts of any such person, nor shall it be
subject to attachment or legal process for or against such person, and the same shall not be
recognized by the Trustee, except to such extent as may be required by law. This provision shall
also apply to the creation, assignment or recognition of a right to a benefit payable with respect
to a Participant pursuant to a domestic relations order as defined in Section 206(d) of ERISA:
unless such order is determined to be a qualified domestic relations order as defined in Section
206(d) of ERISA; provide, however, a domestic relations order entered prior to January 1, 1985 may,
in the discretion of the Officers Plan Committee or its delegate, be treated as a Qualified
Domestic Relations Order, even though the order does not satisfy the requirement of Section 206(d)
of ERISA. The Committee shall establish a written procedure to determine the qualified status of
domestic relations orders and to administer distributions under such qualified orders.



     Section 12. Administration.



     12.1 Officers Plan Committee: The Board of Directors shall appoint a committee to be known as
the Officers Plan Committee to administer the Plan. The Committee shall be the Named Fiduciary for
purposes of Section 402 (a) of ERISA. The Committee shall consist of one or more persons appointed
by the Board of Directors, and each member shall serve until his resignation or removal or until
his successor is appointed. Each member may, but need not, be a director, officer or employee of
the Company. A member of the Committee may resign by delivering his written resignation to the
Board of Directors. Any member of the Committee may be removed, with or without cause, by the Board
of Directors.



-13-









 





     12.2 Powers and Duties of the Committee: The Committee shall carry out the duties assigned to
it under the Plan and shall administer the Plan in accordance with its terms. The Committee shall
have all powers as may be necessary to carry out its duties under the Plan, including, but not by
way of limitation, the following: to construe and interpret the provisions of the Plan; to decide
any disputes which may arise under the Plan; to decide all questions that shall arise under the
Plan, including questions as to the eligibility to become Participants, and the amount, manner and
time of payment of any benefits under the Plan; to decide questions submitted by the Trustee on all
matters necessary for it to properly discharge its duties, powers and obligations; to employ or
appoint legal counsel, accountants, actuaries, consultants or any person to assist in the
administration of the Plan and any other agents it deems advisable. The Committee shall also have
the power to allocate and delegate fiduciary responsibilities. The Committee shall have the power
and authority to direct the investment of the Trust Fund, and in connection with such power, may
delegate in writing authority to manage assets of the Trust Fund to one or more investment
managers. The Committee may adopt from time to time written investment policies and guidelines
which shall govern the manner in which the assets of the Trust Fund are to be invested, which
policies and guidelines shall be followed by the investment managers. With respect to Retirement
Benefits funded under Section 13.1(b) or (c) hereof, the Committee shall have the discretion to
appoint such agents as are necessary to act on its behalf and shall have the authority to direct
the investment of amount held to fund such Retirement Benefits.



     12.3 Meetings of the Committee: The Committee shall act by a majority of its members at the
time in office, and such action may be taken either by a vote at a meeting or in writing without a
meeting. The Committee may authorize any person or persons, who may but need not be a member or
members of the Committee, to execute any document or documents on behalf of the Committee, in which
event the Committee shall notify the Trustee in writing of such action and the name or names of
such person or persons so designated. The Trustee thereafter may accept and rely upon any document
executed by such person or persons as representing action by the Committee until the Committee
shall file with the Trustee a written revocation of such designation.



     12.4 Adoption of Rules by the Committee: The Committee may adopt such rules as it deems
necessary, desirable or appropriate. All rules and decisions of the Committee shall be uniformly
and consistently applied to all Participants in similar circumstances. When making a determination
or calculation, the Committee shall be entitled to rely upon information furnished by a Participant
or beneficiary, the Company, the legal counsel of the Company, or the Trustee.



     12.5 Instructions to Trustee: The Committee shall advise the Trustee in writing with respect
to all benefits which become payable under the terms of the Plan and shall direct the Trustee to
pay such benefits from the Trust Fund.



     12.6 Reports and Records: The Committee shall keep a record of all its proceedings and acts
and shall keep all such books of account, records, and other data as may be necessary for the
proper administration of the Plan. The Committee shall file or cause to be filed all



-14-









 







such annual reports, financial and other statements as may be required by any federal or state
statute, agency or authority within the time prescribed by the law or regulations for filing said
documents. The Committee shall furnish such reports, statements and other documents to
Participants and Beneficiaries of the Plan as may be required by any federal or state statute or
regulation within the time prescribed for furnishing such documents.



     12.7 Inspection of Records of the Committee: The Committee’s records and books of account
shall be open to inspection at all reasonable times by the Company or the Board of Directors, or
both, or any person designated from time to time by the Company or Board of Directors.



     12.8 Indemnification: The Company shall indemnify each member of the Committee, and the
directors, officers and employees of the Company involved in the operation and administration of
the Plan against any and all claims, losses, damages, expenses and liabilities arising from any
action or failure to act, except when the same is determined by the Board of Directors to be due to
gross negligence or willful misconduct of such member.



     12.9 Claims Procedure: The Committee shall make all determinations as to the right of any
person to a benefit. Any denial by the Committee of the claim for benefits under the Plan by a
Participant or beneficiary shall be stated in writing by the Committee and delivered or mailed to
the Participant or beneficiary. Such notice shall set forth the specific reasons for the denial,
written in a manner that may be understood without legal or actuarial counsel. In addition, the
Committee shall afford a reasonable opportunity to any Participant or beneficiary whose claim for
benefits has been denied for a review of the decision denying the claim.



     Section 13. Funding of Retirement Benefits.



     13.1 Discretion of Committee on Form of Funding: The Plan is intended to be a funded plan for
purposes of ERISA, and is intended to be a permanent as distinguished from a temporary program.
Provided that the minimum funding standards of ERISA are met, the Committee shall have the
discretion to fund the payment of each Participant’s vested Retirement Benefit through one or more
of the following:




(a) making contributions on such Participant’s behalf to the Trust;




(b) purchasing a commercial annuity contract or contracts and, to the extent the
Committee deems advisable, transferring the annuity contract or contracts to such
Participant; or




(c) implementing any other funding method which the Committee, in its sole
discretion, shall consider appropriate.



     The Committee’s decision to use one method for funding one Participant’s Retirement Benefit
shall not in any way limit the Committee’s discretion to use any other method for funding another
Participant’s Retirement Benefit. Similarly, the Committee’s decision to use one method for
funding a portion of a particular Participant’s Retirement Benefit shall not



-15-









 







limit the Committee’s discretion with respect to the funding of the remainder of such
Participant’s Retirement Benefit. Moreover, the Committee shall have the discretion to change, to
the extent practicable, the method for funding any Participant’s Retirement Benefit. If at any
time a Participant’s Retirement Benefit is funded through one or more methods which do not require
the use of the Trust, all references herein to the Trust, the Trust Fund and the Trustee shall,
with respect to such Participant, be disregarded.



     13.2 Early Distribution: Under Section 13.1, the Committee may select a method of funding
that provides for distributions to be made to a Participant or beneficiary before the Annuity
Starting Date or the Survivor Annuity Starting Date, as the case may be; provided, however, that to
the extent ERISA requires the consent of the Participant, his spouse, a beneficiary, or any
combination thereof, to any such distribution, no distribution shall be made unless such consent or
consents have been given.



     13.3 Employee Contributions: Under Section 13.1, the Committee may select a method of funding
that permits Participants to make contributions to fund Retirement Benefits.



     13.4 Payment’s for Taxes: To the extent that the Committee’s funding of a Participant’s
Retirement Benefit pursuant to Section 13.1 results in adverse foreign (non-United States),
federal, state or local tax consequences to such Participant which would not have resulted if such
Participant’s Retirement Benefit had not been funded, the Committee may, in its discretion,
authorize the payment to such Participant, either by the Company or out of the Trust Fund, of an
amount sufficient to indemnify such Participant against some or all of such adverse tax
consequences.



     13.5 Overfunding of Benefits: The funding of Retirement Benefits under Section 13.1 is
intended solely to allow the Committee to establish a fund from which the Company’s liability to
pay Retirement Benefits to Participants may be satisfied, and not to increase in any way the
Retirement Benefit to which a Participant is entitled. Accordingly, to the extent the Committee
funds a Participant’s Retirement Benefit pursuant to Section 13.1 based on certain assumptions, but
the actual payments resulting from such funding would exceed such Participant’s Retirement Benefit
as determined under Section 6, the Committee may, in its discretion, reallocate the excess among
other Participants who are presently covered by the Plan or who may be so covered in the future.
The Company shall have no right, title or interest in or to amounts or assets used to fund
Retirement Benefits, and no part of any such amounts or assets shall revert to the Company except
that any amounts or assets remaining, because of overpayments, after satisfaction of all
liabilities of the Plan with regard to Participants may revert to the Company. Any amounts or
assets contributed to fund Retirement Benefits under a mistake of fact shall be returned to the
Company, to the extent practicable, upon request within one (1) year after such funding.



     13.6 Underfunded Benefits: The Committee’s funding of some or all of a Participant’s
Retirement Benefit under Section 13.1 shall not reduce the Company’s liability to provide to a
Participant the Retirement Benefit to which he is entitled under Section 6; provided, however, that
if as a result of the funding method adopted by the Committee any



-16-









 







Participant or his beneficiary (i) receives any distribution of cash from the Trust or any
other entity prior to the Annuity Starting Date or the Survivor Annuity Starting Date, as the case
may be, and (ii) fails to recontribute the after-tax amount of such distribution (as defined in the
following sentence) in order to fund a portion of such Participant’s Retirement Benefit, then the
Committee may reduce such Participant’s Retirement Benefit by the sum of such after-tax amounts not
recontributed and the investment income the Trust would have earned thereon. For purposes of this
Section 13.6, the after-tax amount of a distribution shall be the amount of such distribution
reduced by the amount of any federal, state and local taxes incurred by the Participant because of
such distribution; provided, however, that no such reduction will be made to the extent that the
Participant receives a payment from the Company indemnifying him for such taxes.



     Section 14. Trust Fund.



     14.1 Trust Agreement: As a part of the Plan, the Company may enter into a Trust Agreement
under which the Trustee would receive contributions of the Company to the Trust Fund. The
provisions of and benefits under the Plan are subject to the terms and provisions of such Trust
Agreement.



     14.2 Contributions to the Trust Fund: Subject to Section 13.4 hereof, no contribution shall
be required from any Participant. An individual account will be established in the Trust Fund for
each Participant whose Retirement Benefit is funded, in whole or in part, through the Trust.



     Section 15. Benefits of Retired Officers and Spouses of Deceased Officers.



     15.1 Funding of Benefits: The benefits payable to Officers who retired prior to the Effective
Date shall continue to be paid by the Company under the Plan provisions as they existed prior to
the Effective Date; provided, however, that on or before December 31, 1988, the Retirement Benefit
of each retired Officer shall be funded through the Trust; and, provided further, that effective
January 1, 1989, the Retirement Benefit of each retired officer will be recalculated under the
formulas set forth in Section 6 of the Plan. Each retired Officer will be given the right to
elect, within a time period to be set by the Committee, payment of the recalculated Retirement
Benefit in a lump sum or in the form of a Qualified Joint and Survivor Annuity or one of the
optional methods of payment specified in Section 9 of the Plan. If a retired Officer elects to
receive payment other than in a lump sum, the Committee will direct the Trustee to purchase an
annuity contract from the Trust Fund to fund the benefit. The benefit currently being paid to a
spouse of a deceased Officer shall remain the same except that (i) on or before December 31, 1988
the benefit payable to each such spouse shall be funded through the Trust and (ii) each such spouse
shall, within a reasonable time period to be set by the Committee, be allowed to elect to receive a
lump sum payment from the Trust or to continue to receive installment payments. If a surviving
spouse elects to continue to receive installment payments, the Committee will direct the Trustee to
purchase an annuity contract from the Trust Fund to fund the benefit.



-17-









 





     15.2 Underfunding of Benefits: The Committee’s funding of some or all of a retired officer’s
or surviving spouse’s benefit under Section 15.1 shall not reduce the Company’s liability to
provide such retired Officer or surviving spouse with the benefit to which he otherwise is
entitled.



     15.3 Payment for Taxes: To the extent the funding of a retired Officer’s or surviving
spouse’s benefit (either through the funding of the Trust or the purchase of an annuity) results in
adverse federal, state, or local tax consequences to such retired Officer or surviving spouse which
would not have resulted if such retired officer’s or surviving spouse’s benefit had not been
funded, the Committee may, in its discretion, authorize the payment to such retired officer or
surviving spouse, either by the Company or out of the Trust Fund, of an amount sufficient to
indemnify such retired officer or surviving spouse against some or all of such adverse tax
consequences.



     Section 16. Merger or Consolidation of Plan; Transfer of Assets. In the event of any
merger or consolidation of the Plan with another retirement or pension plan, or in the event of any
transfer of assets or liabilities from the Plan to another retirement or pension plan, provision
shall be made so that each Participant in the Plan on the date thereof (if the Plan then
terminated), would receive a benefit immediately after the merger, consolidation or transfer which
is equal to or greater than the benefit he would have been entitled to receive immediately prior to
the merger, consolidation or transfer (if the Plan had then terminated).



     Section 17. Amendments. The Board of Directors shall have the right at any time to
amend the Plan, the Trust Agreement and any other document entered into as a result of a funding
method adopted by the Committee under Section 13.1 hereof. However, no such amendment shall
authorize or permit any part of the Trust Fund or any other asset purchased or amount set aside to
fund Participants’ Retirement Benefits (other than such part as is required to pay administration
expenses) to be used for or diverted to purposes other than for the exclusive benefit of the
Participants, either current or future, or their beneficiaries or estates. No such amendment shall
cause any reduction in the vested accrued benefit of any Participant. The Company further reserves
the right to discontinue or suspend the payment of contributions to any fund held under the Trust
Agreement or under any other funding method adopted under Section 13.1 hereof.



     Section 18. Termination. The Board of Directors shall have the right to terminate
the Plan at any time. Upon termination the amount credited to the account of each Participant
shall become fully vested and shall not thereafter be subject to forfeiture. Upon termination of
the Plan, the Company, by written notice to the Trustee, may direct either:




(i) continuation of the Trust and the distribution of benefits at such time and in
such manner as though the Plan had not been terminated; or




(ii) complete distribution of the assets in the Trust Fund to the Participants in a
manner consistent with the Plan. In such case, the Trustee shall distribute to each
Participant in the Plan and to each retired Participant, the amount then



-18-









 







credited to his account in the Trust Fund, subject to provision for expenses of
administration or liquidation.


The balance, if any, of the assets due to erroneous actuarial computation held by the Trust Fund
after such distribution shall be returned to the Company, but only after satisfaction of all
liabilities with respect to Participants and Retirement Benefits under the Plan.




     Section 19. Miscellaneous.



     19.1 No Enlargement of Rights: The Plan is strictly a voluntary undertaking on the part of
the Company and shall not be deemed to constitute a contract between the Company and any Officer,
or to be consideration for, or an inducement to, or condition of, the employment of any Officer.
Nothing contained in the Plan shall be deemed to give any Officer the right to be retained in the
employment of the Company or to interfere with the right of the Company to discharge any Officer at
any time regardless of the effect which such discharge shall have upon him as a Participant of the
Plan. No officer, prior to his retirement under conditions of eligibility for retirement benefits
or prior to his acquiring vested rights, shall have any right or interest in or to any portion of
any funds arising from Company contributions under the Plan, and no person shall have any right to
Retirement Benefits, except to the extent provided in the Plan.



     19.2 Notice of Address: Each person entitled to benefits under the Plan must file with the
Committee, in writing, his post office address and each change of post office address. Any
communication, statement, or notice addressed to such a person at his latest post office address as
filed with the Committee will be binding upon such person for all purposes of the Plan, and neither
the Trustee nor the Company shall be obliged to search for or ascertain the whereabouts of any such
person.



     19.3 Data: All persons entitled to benefits under the Plan must furnish to the Committee or
Trustee such documents, evidence, or information as the Committee or Trustee considers necessary or
desirable for the purpose of administering the Plan, or to protect the Committee or Trustee, and it
shall be a condition of the Plan that each such person must furnish promptly true and complete
data, evidence, or information and sign such documents as the Committee or Trustee may require
before any benefits become payable under the Plan. In the event that any data so furnished is
found by the Company to be incorrect, any payments thereafter due shall be adjusted on an actuarial
basis to correct for any previous overpayments or underpayments, as the case may be. After such
adjustment is made, all future payments shall be based on the corrected data.



     19.4 Governing Law: The Plan shall be governed by and construed in accordance with ERISA and
the laws of the State of Illinois to the extent not preempted by ERISA.




-19-









 








APPENDIX A




Actuarial Equivalence




     The purpose of this Appendix A is to specify the assumptions and tables to be used to
determine Actuarial Equivalence as provided in Section 1.1 thereof.



Section 1.1




     Except as specifically stated elsewhere in this Appendix A, Actuarial Equivalence shall be based on
the 1984 Unisex Pension Mortality Table as published, setback 2 years, and 6% interest.



Optional Payment Forms




     The normal form benefit (payable as a life annuity) is to be multiplied by the factor shown in the
table to obtain the reduced benefit payable under the applicable optional payment form.



1. Joint and Survivor Option Factors




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Joint Annuitant’s Age As	 	 	 	Percentage of Participant’s
	Related to Participant’s	 	 	 	Reduced Benefit Continued to
	Age	 	 	 	Joint Annuitant
	 	 	 	 	 
	 	 	50	%	 	 	75	%	 	 	100	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5 or more years older	 	 
	 	 	.91	 	 	 	.87	 	 	 	.83	 
	Difference less than 5 years	 	 
	 	 	.87	 	 	 	.82	 	 	 	.77	 
	5, less than 10, younger	 	 
	 	 	.84	 	 	 	.78	 	 	 	.73	 
	10, less than 15, younger	 	 
	 	 	.82	 	 	 	.75	 	 	 	.69	 
	15, less than 20, younger	 	 
	 	 	.80	 	 	 	.72	 	 	 	.66	 
	20 or more years younger	 	 
	 	 	.76	 	 	 	.67	 	 	 	.60	 





Example: Participant is 65 years old with normal pension of $300 per month. He elects 50%
continuation for his wife, aged 62. Since the difference in age is less than five years, the
reduction factor is .87. The Participant receives $261.00 per month under the Option (.87 x $300),
and his wife will receive 50% of $261.00, or $130.00 per month, if she survives him. If the wife
were 57 years old (5 but less than 10 years younger than the Participant), the reduction factor
would be .84 instead of .87.




-A1-









 








2. Life — Ten Years Certain Option Factor




	 	 	 	 	 
	Retiree’s Age When	 	 
	Pension Payments Begin	 	Reduction Factor
	Age 66 & older
	 	 	.90	 
	Age 61 – 65
	 	 	.94	 
	Age 55 – 60
	 	 	.96	 





Example: Participant is 65 years with normal pension of $300 per month. The participant
receives $282.00 (.94 x $300) per month for his or her life. If the Participant becomes deceased
before 120 monthly payments are made, the beneficiary will receive $282.00 per month until the
total monthly payments to the Participant and the beneficiary equal 120. If the Participant would
have been age 60 rather than age 65, he or she would have received $288.00 monthly (.96 x $300).




3. Increase Factors for Postponed Retirement




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Age at	 	Increase	 	Age at	 	Increase
	Retirement	 	Factor	 	Retirement	 	Factor
	65
	 	 	1.00	 	 	 	70	 	 	 	1.55	 
	66
	 	 	1.09	 	 	 	71	 	 	 	1.69	 
	67
	 	 	1.19	 	 	 	72	 	 	 	1.84	 
	68
	 	 	1.30	 	 	 	73	 	 	 	2.00	 
	69
	 	 	1.42	 	 	 	74	 	 	 	2.17	 
	 
	 	 	 	 	 	 	75	 	 	 	2.35	 





Factors should be interpolated to completed months of age.



Lump Sum Cashout Amounts



For purposes of determining the present value of accrued benefits upon lump sum distribution,
Actuarial Equivalence shall be based on the 1984 Unisex Pension Mortality Table, as published ,
setback 2 years, and 6% interest.




-A2-









 





APPENDIX B




Early Retirement Open Window




     B-1. Purpose. The purpose of this Appendix B is to set forth the terms of a special
involuntary retirement benefit extended to certain Participants in the Plan by the Company. All
terms and provisions of the Plan shall apply to this Appendix B, except that where the terms and
provisions of the Plan and this Appendix B conflict, the terms and provisions of this Appendix B
shall control.



     B-2. Eligibility. Each Participant who is involuntarily retired (i) between January
1, 2002 and December 31, 2003 (inclusive) and (ii) after the Participant has attained age 57 years,
shall be eligible for benefits under this Appendix B; provided, that as a condition of receiving
such Appendix B Benefits, the Participant must execute a separation agreement (containing a
release) prepared by the Company prior to his retirement date. If an eligible Participant revokes
that separation agreement or the release contained therein, no Appendix B benefits shall be payable
to him nor shall additional Service be granted to him for vesting purposes under this Appendix B.
A Participant eligible for benefits under this Appendix B who timely executes (and does not revoke)
such separation agreement shall be known as an ‘Appendix B Participant.’



     B-3. Vesting. An Appendix B Participant who at his retirement date has not yet
completed sufficient Years of Service to be vested in accordance with Section 4 of the Plan, shall
be granted the amount of additional service credit necessary to be vested in his Retirement Benefit
hereunder at his retirement date.



     B-4. Appendix B Benefits. The benefit payable to an Appendix B Participant shall be
equal to the Retirement Benefit otherwise payable to such Participant under Sections 5, 6, and 7 of
the Plan, except that the actuarial reduction provided in Article 5 of the Plan for early
commencement of benefits prior to age 60, shall not apply.




-B1-









 








APPENDIX C




Amounts Accrued or Vested After December 31, 2004




     C-1. Purpose. The purpose of this Appendix C to the Motorola Elected Officers
Supplementary Retirement Plan is to clarify the treatment of Plan benefits accrued or vested on
or after January 1, 2005 (“Appendix C Benefits”). Appendix C Benefits are subject to the
provisions of Section 409A of the Internal Revenue Code, and this Appendix C shall at all times
be interpreted and administered so that it is consistent with such Internal Revenue Code
section.



     C-2. Funding. In lieu of the provisions set forth in Section 13 of the Plan,
Appendix C Benefits shall be funded by making a contribution on such Participant’s behalf to
the Trust as follows:




	 	(a)	 	When the Participant first becomes vested in Plan benefits, an
initial contribution shall be made to the Trust in the amount of an
estimated age 60 benefit paid in a lump sum and discounted back to the
later of age 55 or vesting age, using the following assumptions:






	 	•	 	The mortality factor used calculated based on the 1994
Uninsured Pensioners Mortality Table (Appendix D), with
generational projected improvements from 1994 using Scale AA
and a further mortality improvement factor of 0.837.
	 
	 	•	 	An interest rate of 7%.






	 	(b)	 	When the Participant retires, a final contribution shall be
made to the Trust in an amount equal to difference between (1) the
amount necessary to purchase an annuity from: MetLife, Inc. equal to
the Retirement Benefit attributable to the Participant’s Appendix C
Benefits, less (2) contributions previously made under Section C-2(a)
above (increased to include actual earnings on the contributions within
the Trust from the date of contribution to the date of the
Participant’s retirement); provided, however, that any contribution
under this Section C-2(b) made on behalf of a Specified Employee (as
defined in Internal Revenue Code Section 409A(a)(2)(B)(i)) on or after
his termination of employment shall not be made before the date that is
6 months after the Specified Employee’s termination of employment.





     C-3. Optional Form of Payment. With respect to any benefit funded per Section
C-2 above, in lieu of the form of payment described in Section 8 of the Plan, upon completion
of funding, a Participant may elect an optional form of payment in accordance with the
provisions of Section 9 of the Plan. Any such optional form of benefit must comply with
the provisions set forth in Treasury Regulation Section 409A-2(b)(2)(ii).



-C1-









 





     C-4. Disability. For purposes of determining whether a Participant’s retirement is due to
a Disability under this Appendix C, a Participant shall be “Disabled” if either (A) the
Participant’s inability to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (B) the Participant’s
receipt, by reason of any medically determinable physical or mental impairment which can be
expected to last for a continuous period of not less than 12 months, of income replacement benefits
for a period of not less than 3 months under the Motorola Disability Income Plan, as amended, or
any other accident and health plan covering employees of the Company.



-C2-









 





APPENDIX D




1994 Uninsured Pensioners Mortality Table




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Mortality Table	 	Projection Scale AA
	Age	 	M	 	F	 	M	 	F
	15
	 	 	0.000371	 	 	 	0.000233	 	 	 	0.019	 	 	 	0.016	 
	16
	 	 	0.000421	 	 	 	0.000261	 	 	 	0.019	 	 	 	0.015	 
	17
	 	 	0.000463	 	 	 	0.000281	 	 	 	0.019	 	 	 	0.014	 
	18
	 	 	0.000495	 	 	 	0.000293	 	 	 	0.019	 	 	 	0.014	 
	19
	 	 	0.000521	 	 	 	0.000301	 	 	 	0.019	 	 	 	0.015	 
	20
	 	 	0.000545	 	 	 	0.000305	 	 	 	0.019	 	 	 	0.016	 
	21
	 	 	0.000570	 	 	 	0.000308	 	 	 	0.018	 	 	 	0.017	 
	22
	 	 	0.000598	 	 	 	0.000311	 	 	 	0.017	 	 	 	0.017	 
	23
	 	 	0.000633	 	 	 	0.000313	 	 	 	0.015	 	 	 	0.016	 
	24
	 	 	0.000671	 	 	 	0.000313	 	 	 	0.013	 	 	 	0.015	 
	25
	 	 	0.000711	 	 	 	0.000313	 	 	 	0.010	 	 	 	0.014	 
	26
	 	 	0.000749	 	 	 	0.000316	 	 	 	0.006	 	 	 	0.012	 
	27
	 	 	0.000782	 	 	 	0.000324	 	 	 	0.005	 	 	 	0.012	 
	28
	 	 	0.000811	 	 	 	0.000338	 	 	 	0.005	 	 	 	0.012	 
	29
	 	 	0.000838	 	 	 	0.000356	 	 	 	0.005	 	 	 	0.012	 
	30
	 	 	0.000862	 	 	 	0.000377	 	 	 	0.005	 	 	 	0.010	 
	31
	 	 	0.000883	 	 	 	0.000401	 	 	 	0.005	 	 	 	0.008	 
	32
	 	 	0.000902	 	 	 	0.000427	 	 	 	0.005	 	 	 	0.008	 
	33
	 	 	0.000912	 	 	 	0.000454	 	 	 	0.005	 	 	 	0.009	 
	34
	 	 	0.000913	 	 	 	0.000482	 	 	 	0.005	 	 	 	0.010	 
	35
	 	 	0.000915	 	 	 	0.000514	 	 	 	0.005	 	 	 	0.011	 
	36
	 	 	0.000927	 	 	 	0.000550	 	 	 	0.005	 	 	 	0.012	 
	37
	 	 	0.000958	 	 	 	0.000593	 	 	 	0.005	 	 	 	0.013	 
	38
	 	 	0.001010	 	 	 	0.000643	 	 	 	0.006	 	 	 	0.014	 
	39
	 	 	0.001075	 	 	 	0.000701	 	 	 	0.007	 	 	 	0.015	 
	40
	 	 	0.001153	 	 	 	0.000763	 	 	 	0.008	 	 	 	0.015	 
	41
	 	 	0.001243	 	 	 	0.000826	 	 	 	0.009	 	 	 	0.015	 
	42
	 	 	0.001346	 	 	 	0.000888	 	 	 	0.010	 	 	 	0.015	 
	43
	 	 	0.001454	 	 	 	0.000943	 	 	 	0.011	 	 	 	0.015	 
	44
	 	 	0.001568	 	 	 	0.000992	 	 	 	0.012	 	 	 	0.015	 
	45
	 	 	0.001697	 	 	 	0.001046	 	 	 	0.013	 	 	 	0.016	 
	46
	 	 	0.001852	 	 	 	0.001111	 	 	 	0.014	 	 	 	0.017	 
	47
	 	 	0.002042	 	 	 	0.001196	 	 	 	0.015	 	 	 	0.018	 
	48
	 	 	0.002260	 	 	 	0.001297	 	 	 	0.016	 	 	 	0.018	 






-D1-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Mortality Table	 	Projection Scale AA
	Age	 	M	 	F	 	M	 	F
	49
	 	 	0.002501	 	 	 	0.001408	 	 	 	0.017	 	 	 	0.018	 
	50
	 	 	0.002773	 	 	 	0.001536	 	 	 	0.018	 	 	 	0.017	 
	51
	 	 	0.003088	 	 	 	0.001686	 	 	 	0.019	 	 	 	0.016	 
	52
	 	 	0.003455	 	 	 	0.001864	 	 	 	0.020	 	 	 	0.014	 
	53
	 	 	0.003854	 	 	 	0.002051	 	 	 	0.020	 	 	 	0.012	 
	54
	 	 	0.004278	 	 	 	0.002241	 	 	 	0.020	 	 	 	0.010	 
	55
	 	 	0.004758	 	 	 	0.002466	 	 	 	0.019	 	 	 	0.008	 
	56
	 	 	0.005322	 	 	 	0.002755	 	 	 	0.018	 	 	 	0.006	 
	57
	 	 	0.006001	 	 	 	0.003139	 	 	 	0.017	 	 	 	0.005	 
	58
	 	 	0.006774	 	 	 	0.003612	 	 	 	0.016	 	 	 	0.005	 
	59
	 	 	0.007623	 	 	 	0.004154	 	 	 	0.016	 	 	 	0.005	 
	60
	 	 	0.008576	 	 	 	0.004773	 	 	 	0.016	 	 	 	0.005	 
	61
	 	 	0.009663	 	 	 	0.005476	 	 	 	0.015	 	 	 	0.005	 
	62
	 	 	0.010911	 	 	 	0.006271	 	 	 	0.015	 	 	 	0.005	 
	63
	 	 	0.012335	 	 	 	0.007179	 	 	 	0.014	 	 	 	0.005	 
	64
	 	 	0.013914	 	 	 	0.008194	 	 	 	0.014	 	 	 	0.005	 
	65
	 	 	0.015629	 	 	 	0.009286	 	 	 	0.014	 	 	 	0.005	 
	66
	 	 	0.017462	 	 	 	0.010423	 	 	 	0.013	 	 	 	0.005	 
	67
	 	 	0.019391	 	 	 	0.011574	 	 	 	0.013	 	 	 	0.005	 
	68
	 	 	0.021354	 	 	 	0.012648	 	 	 	0.014	 	 	 	0.005	 
	69
	 	 	0.023364	 	 	 	0.013665	 	 	 	0.014	 	 	 	0.005	 
	70
	 	 	0.025516	 	 	 	0.014763	 	 	 	0.015	 	 	 	0.005	 
	71
	 	 	0.027905	 	 	 	0.016079	 	 	 	0.015	 	 	 	0.006	 
	72
	 	 	0.030625	 	 	 	0.017748	 	 	 	0.015	 	 	 	0.006	 
	73
	 	 	0.033549	 	 	 	0.019724	 	 	 	0.015	 	 	 	0.007	 
	74
	 	 	0.036614	 	 	 	0.021915	 	 	 	0.015	 	 	 	0.007	 
	75
	 	 	0.040012	 	 	 	0.024393	 	 	 	0.014	 	 	 	0.008	 
	76
	 	 	0.043933	 	 	 	0.027231	 	 	 	0.014	 	 	 	0.008	 
	77
	 	 	0.048570	 	 	 	0.030501	 	 	 	0.013	 	 	 	0.007	 
	78
	 	 	0.053991	 	 	 	0.034115	 	 	 	0.012	 	 	 	0.007	 
	79
	 	 	0.060066	 	 	 	0.038024	 	 	 	0.011	 	 	 	0.007	 
	80
	 	 	0.066696	 	 	 	0.042361	 	 	 	0.010	 	 	 	0.007	 
	81
	 	 	0.073780	 	 	 	0.047260	 	 	 	0.009	 	 	 	0.007	 
	82
	 	 	0.081217	 	 	 	0.052853	 	 	 	0.008	 	 	 	0.007	 
	83
	 	 	0.088721	 	 	 	0.058986	 	 	 	0.008	 	 	 	0.007	 
	84
	 	 	0.096358	 	 	 	0.065569	 	 	 	0.007	 	 	 	0.007	 
	85
	 	 	0.104559	 	 	 	0.072836	 	 	 	0.007	 	 	 	0.006	 
	86
	 	 	0.113755	 	 	 	0.081018	 	 	 	0.007	 	 	 	0.005	 
	87
	 	 	0.124377	 	 	 	0.090348	 	 	 	0.006	 	 	 	0.004	 
	88
	 	 	0.136537	 	 	 	0.100882	 	 	 	0.005	 	 	 	0.004	 






-D2-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Mortality Table	 	Projection Scale AA
	Age	 	M	 	F	 	M	 	F
	89
	 	 	0.149949	 	 	 	0.112467	 	 	 	0.005	 	 	 	0.003	 
	90
	 	 	0.164442	 	 	 	0.125016	 	 	 	0.004	 	 	 	0.003	 
	91
	 	 	0.179849	 	 	 	0.138442	 	 	 	0.004	 	 	 	0.003	 
	92
	 	 	0.196001	 	 	 	0.152660	 	 	 	0.003	 	 	 	0.003	 
	93
	 	 	0.213325	 	 	 	0.167668	 	 	 	0.003	 	 	 	0.002	 
	94
	 	 	0.231936	 	 	 	0.183524	 	 	 	0.003	 	 	 	0.002	 
	95
	 	 	0.251189	 	 	 	0.200229	 	 	 	0.002	 	 	 	0.002	 
	96
	 	 	0.270441	 	 	 	0.217783	 	 	 	0.002	 	 	 	0.002	 
	97
	 	 	0.289048	 	 	 	0.236188	 	 	 	0.002	 	 	 	0.001	 
	98
	 	 	0.306750	 	 	 	0.255605	 	 	 	0.001	 	 	 	0.001	 
	99
	 	 	0.323976	 	 	 	0.276035	 	 	 	0.001	 	 	 	0.001	 
	100
	 	 	0.341116	 	 	 	0.297233	 	 	 	0.001	 	 	 	0.001	 
	101
	 	 	0.358560	 	 	 	0.318956	 	 	 	0.000	 	 	 	0.000	 
	102
	 	 	0.376699	 	 	 	0.340960	 	 	 	0.000	 	 	 	0.000	 
	103
	 	 	0.396884	 	 	 	0.364586	 	 	 	0.000	 	 	 	0.000	 
	104
	 	 	0.418855	 	 	 	0.389996	 	 	 	0.000	 	 	 	0.000	 
	105
	 	 	0.440585	 	 	 	0.415180	 	 	 	0.000	 	 	 	0.000	 
	106
	 	 	0.460043	 	 	 	0.438126	 	 	 	0.000	 	 	 	0.000	 
	107
	 	 	0.475200	 	 	 	0.456824	 	 	 	0.000	 	 	 	0.000	 
	108
	 	 	0.485670	 	 	 	0.471493	 	 	 	0.000	 	 	 	0.000	 
	109
	 	 	0.492807	 	 	 	0.483473	 	 	 	0.000	 	 	 	0.000	 
	110
	 	 	0.497189	 	 	 	0.492436	 	 	 	0.000	 	 	 	0.000	 
	111
	 	 	0.499394	 	 	 	0.498054	 	 	 	0.000	 	 	 	0.000	 
	112
	 	 	0.500000	 	 	 	0.500000	 	 	 	0.000	 	 	 	0.000	 
	113
	 	 	0.500000	 	 	 	0.500000	 	 	 	0.000	 	 	 	0.000	 
	114
	 	 	0.500000	 	 	 	0.500000	 	 	 	0.000	 	 	 	0.000	 
	115
	 	 	0.500000	 	 	 	0.500000	 	 	 	0.000	 	 	 	0.000	 
	116
	 	 	0.500000	 	 	 	0.500000	 	 	 	0.000	 	 	 	0.000	 
	117
	 	 	0.500000	 	 	 	0.500000	 	 	 	0.000	 	 	 	0.000	 
	118
	 	 	0.500000	 	 	 	0.500000	 	 	 	0.000	 	 	 	0.000	 
	119
	 	 	0.500000	 	 	 	0.500000	 	 	 	0.000	 	 	 	0.000	 
	120
	 	 	1.000000	 	 	 	1.000000	 	 	 	0.000	 	 	 	0.000	 







-D3-