EXHIBIT 10.3


 


Note:  This exhibit reflects an amendment
to the IBM 401(k) Plus Plan to revise the definition of “Committee” under
the Plan.


 


Amendment No. 2


 


IBM
401(k) PLUS PLAN


(As Amended and Restated as of January 1, 2008)


 


Instrument of Amendment


 


Recitals:


 


International Business Machines Corporation (“IBM”) has established and
maintains the IBM 401(k) Plus Plan (“the Plan”), a qualified retirement
plan that meets the requirements of Section 401(a) of the Internal
Revenue Code (“the Code”) and that includes a cash or deferred arrangement
within the meaning of Section 401(k) of the Code.


 


In accordance with Section 13.01 of the Plan, IBM has reserved the
right to amend the Plan at any time and from time to time.


 


IBM amended and restated the Plan, effective as of January 1, 2008.


 


IBM has determined to amend the Plan, as heretofore restated, in the
manner set forth in this Instrument of Amendment, to be effective as specified
herein.


 


1.             Section 1.14 is amended
effective November 16, 2009, to read as follows:


 


1.14         “Committee” means the
Retirement Plans Committee of IBM, which shall consist of the individuals with
the following positions (or successor positions) at IBM: Senior Vice President
and Chief Financial Officer; Senior Vice President, Human Resources; senior
Finance executive reporting to the Senior Vice President and Chief Financial
Officer and responsible for funded benefit plans; and Senior Vice President &
General Counsel.  Effective beginning November 16, 2009, the Retirement Plans
Committee shall consist of the individuals with the following positions (or
successor positions) at IBM: Senior Vice President and Chief Financial Officer;
Senior Vice President, Human Resources; and Senior Vice President &
General Counsel.


 


12.           Section 11.03 is amended,
effective August 1, 2007, to read as follows:


 


11.03      Responsibilities of
Committee


 


(a)          The Committee shall be
responsible for:


 

















 


(i)            the appointment, retention,
and removal of:


 


(A)          the Trustee that holds the
assets of the Fund, and


 


(B)           the Trustee or Investment
Managers that direct or manage the investment, acquisition, and disposition of
the assets of the Fund or of any Investment Fund;


 


(ii)           the establishment and
amendment of investment policies and guidelines for the Plan, provided,
however, that the Committee, in its sole discretion, may delegate all or part
of such responsibility to the Trustee or Investment Managers, or to employees
of IBM, or to Participants;


 


(iii)          the review of the
performance of the Plan Administrator, the Trustee, the Investment Managers,
and any others appointed by it at such times as the Committee determines; and


 


(iv)          the establishment of such rules as
it may deem appropriate for the conduct of its business with respect to the
Plan.


 


(b)           The Committee may, by duly
adopted resolution, delegate to the Plan Administrator, or any officer or
employee of IBM, the authority to carry out any decision, resolution,
directive, or delegation of the Committee. 
The Committee may, by duly adopted resolution, delegate to the IBM senior
Finance executive reporting to the Senior Vice President and Chief Financial
Officer and responsible for funded benefit plans, the authority granted to the
Committee under subsection (a)(i)(B) or Section 5.01(c).


 


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