EXHIBIT 10.2


 


Note:  This exhibit reflects an amendment
to the IBM 401(k) Plus Plan to incorporate required changes under Section 415
of the Internal Revenue Code.


 


IBM 401(k) Plus Plan


(As Amended and Restated January 1, 2008)


 


AMENDMENT No. 1


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, the Plan Administrator is
authorized to adopt amendments to the Plan that are required to comply with changes
in the law and that are necessary to maintain the tax-qualified status of the
Plan.


 


In
order to comply with the final regulations under Code Section 415, the
Plan shall be amended, in the manner set forth in this instrument, to be
effective as specified herein


 


Amendment:


 


1.             Section 1.15 of the
Plan is amended to add the following immediately after the last sentence of
such Section:


 


“Notwithstanding
the foregoing, effective with respect to Plan Years beginning on or after January 1,
2008, Compensation for purposes of determining Deferred Cash Contributions
shall not include amounts that are excluded from compensation under Section 1.415(c)-2
of the Regulations.”


 


2.             Section 1.51 of the
Plan is amended to add the following immediately after the last sentence of
such Section:


 


“Effective
as of January 1, 2008, Statutory Compensation shall be determined in
accordance with Section 1.415(c)-2 of the Regulations.  Statutory Compensation shall include amounts
that are paid by the later of 21⁄2 months after an  Employee’s severance from employment with the
Employer or an Affiliate or the end of the Plan Year that includes the date of
the Employee’s severance from employment and that are required to be recognized
under Section 1.415(c)-2(e) of the Regulations and, to the extent
applicable, Sections 1.415(c)-2(g)(4),(5),(6),(7) and (8) of the
Regulations, and amounts that are permitted to be recognized under the
provisions of Section 1.415(c)-2(e)(2),(3) and (4) of the
Regulations.”


 


3.             Section 4.10(c) shall
be designated as 4.10(c)(i) and a new Sec. 4.10(c)(ii) shall be added
to provide the following:


 

















 


“(ii)    Effective as of January 1, 2008, the
term “remuneration” for purposes of this Section 4.10 shall mean Statutory
Compensation.”


 


4.             Section  4.10(f) shall
be amended in its entirety to read as follows:


 


“(f)          Effective January 1,
2008, the limitations imposed by Section 415 of the Code shall be applied
to the annual additions in accordance with the provisions of the final
regulations promulgated on April 5, 2007, as Treasury Decision 9319 (26
C.F.R. Parts 1 and 11), which regulations are hereby incorporated by reference
in accordance with Section 1.415(a)-1(d)(3).  The dollar limitation on annual additions
shall be adjusted in accordance with Section 415(d) of the Code and Section 1.415(d)-1
of the Regulations, which is hereby incorporated by reference, pursuant to Section 1.415(a)-1(d)(3)(v).  If the annual addition to a Participant’s
Account exceeds the limitation imposed in accordance with this Section, the
provisions of subsection (d) shall apply.”