TEREX
CORPORATION

    


    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TEREX
CORPORATION

    


    AMENDED
AND RESTATED

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    


    The purpose of this Amended and
Restated Supplemental Executive Retirement Plan (the "Plan"), which was
originally effective as of October 1, 2002 (the "Effective Date"), is to provide
a further means whereby Terex Corporation (the "Company") may afford financial
security to a select group of executives of the Company who render valuable
services to the Company.  The Plan constitutes an important
contribution toward such executives' continued growth and success by providing
for additional future compensation so that such executives may be retained and
their productive efforts encouraged, all as provided herein.  The Plan
is intended to be an unfunded plan maintained for a "select group of management
or highly compensated employees" as defined in Sections 201(2), 301(a)(3),
401(a)(1) and 4021(b)(6) of the Employee Retirement Income Security Act of 1974,
as amended.  The Plan is hereby amended and restated, effective
January 1, 2005, to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code") and the regulations thereunder
("Section 409A").  The Plan is frozen as to new Participants effective
December 31, 2008.

    


    I

    


    DEFINITIONS

    


    1.           As
used in the Plan, terms defined parenthetically immediately after their use
shall have the respective meanings provided by such definitions, and the
following words and phrases shall have the meanings specified below (in either
case, such terms shall apply equally to both the singular and plural forms of
the terms defined), unless a different meaning is plainly required by the
context:

    


    Actuarial
Equivalent.  "Actuarial Equivalent" means a benefit of
equivalent value to a benefit or benefits payable to a Participant hereunder,
calculated in accordance with (a) the "applicable mortality table", as defined
in Section 417(e)(3) of the Code and (b) an interest rate of 8% compounded
annually, provided that
for purposes of Section 3.3(b) the interest rate shall be the applicable federal
mid-term rate under Section 1274(d) of the Code on the Benefit
Commencement Date.

    


    Beneficiary.  "Beneficiary"
shall mean the person or persons designated by a Participant pursuant to
Section 8.1 to receive the benefits to which a Participant is entitled upon
the death of the Participant or, upon the death of such designated person or
persons, the estate of a Participant.



    
      
         


      

      
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    Benefit Commencement Date.  "Benefit
Commencement Date" means the date a Participant receives or first begins to
receive payment of benefits under the Plan, as applicable.

    


    Board.  "Board"
means the Board of Directors of the Company.

    


    Cause.  "Cause"
shall have the definition set forth in the Participant's employment agreement
with the Company, or, absent an employment agreement defining Cause, Cause shall
mean the Participant’s (i) continuing and material failure to fulfill his or her
employment obligations or willful misconduct or gross neglect in the performance
of his or her duties as an officer or employee of the Company, (ii) commission
of fraud, misappropriation or embezzlement in the performance of his or her
duties as an officer or employee of the Company or (iii) conviction of a felony,
which, as determined in good faith by the Board, constitutes a crime that may
result in material harm to the Company.

    


    Change of
Control.  "Change of Control" means (i) the consummation of an
acquisition by any person (as such term is defined in Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended) or group (as described in
regulations under Section 409A of the Code) of 40 percent or more of the
combined voting power of the Company’s then outstanding securities; (ii) a
change in the composition of the Board occurring within any twelve-month period,
as a result of which fewer than a majority of the directors are Incumbent
Directors ("Incumbent Directors" shall mean directors who either (A) are members
of the Board as of the Effective Date or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination, but shall not
include an individual not otherwise an Incumbent Director whose election or
nomination is in connection with an actual or threatened proxy contest relating
to the election of directors to the Board); or (iii) the consummation of (A) a
complete liquidation or dissolution of the Company or (B) a merger or
consolidation with the Company or in which securities of the Company are issued
or the sale of all or substantially all of the Company’s assets (collectively, a
"Business Combination") other than a Business Combination immediately after
which (x) the stockholders of the Company immediately before the Business
Combination beneficially own, directly or indirectly, more than 80 percent of
the combined voting power of the voting securities of the corporation or other
business entity resulting from the Business Combination (which in the case of a
sale of substantially all of the Company's assets means the corporation or other
business entity acquiring such assets) (the "Resulting Corporation"), (y) at
least a majority of the Board of directors of the Resulting Corporation or the
direct or indirect parent corporation of the Resulting Corporation are Incumbent
Directors and (z) no individual, entity or group (excluding the Resulting
Corporation or any employee benefit plan of the Resulting Corporation)
beneficially owns, directly or indirectly, 20 percent or more of the combined
voting power of the securities of the Resulting Corporation, who did not own
such securities immediately before the Business Combination; provided that, in
any case, the event constitutes a "change in the ownership or effective control"
of the Company or a "change in the ownership of a substantial portion of the
assets" of the Company, in each case, within the meaning of Section
409A.


    
      
         


      

      
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    Committee.  The
"Committee" shall mean the Compensation Committee of the Board.

    


    Compensation.  "Compensation"
means, for any calendar year, the sum of a Participant's base salary and annual
cash bonus earned during such calendar year (including any base salary or bonus
amounts deferred at the direction of the Participant).

    


    Disability.  A
Participant will be considered to have a "Disability" if the Participant is
unable to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment that can be expected to result in
death or last for a continuous period of not less than 12
months.  "Disabled" shall refer to a Participant who has been
determined to have a Disability.

    


    Early Retirement.  "Early
Retirement" means the Termination of Employment on or after his or her Early
Retirement Date and prior to his or her Normal Retirement Date.

    


    Early Retirement
Age.  "Early Retirement Age" means the date on which a
Participant attains age 55.

    


    Early Retirement
Benefit.  "Early Retirement Benefit" means a benefit calculated
under Section 3.2(b).

    


    Early Retirement
Date.  "Early Retirement Date" shall be the first day of the
month next following the attainment by a Participant of Early Retirement
Age.

    


    Employment.  "Employment"
refers to full-time or substantially full-time employment by the Company or any
of its subsidiaries.

    


    Final Average
Compensation.  "Final Average Compensation" is an amount equal
to a Participant's average Compensation during his or her final 5 Years of
Service.


    
      
         


      

      
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    Good
Reason.  "Good Reason" shall have the definition set forth in
the Participant's employment agreement with the Company, or, absent an
employment agreement defining Good Reason, Good Reason shall mean the occurrence
of one or more of the following, without the Participant's prior written
consent:  (i) a material change, adverse to the Participant, in his or
her position, title or office, status, rank, nature of responsibilities or
authority within the Company, except in connection with termination of his or
her employment for Cause or Disability or as a result of action by the
Participant, (ii) assignment of duties to the Participant that are materially
inconsistent with and adverse to his or her duties, status, rank,
responsibilities or authority, (iii) decrease in the Participant's base salary,
annual bonus opportunity or benefits (other than any such decrease applicable to
executives of the Company generally), and (iv) relocation of the Participant's
principal place of business to a location more than 50 miles from its location
on the date when he or she first became a Participant.

    


    Normal
Form.  "Normal Form" means a monthly benefit payable in the
form of a single life annuity for the life of Participant with payment
guaranteed for 120 months.

    


    Normal Retirement
Age.  "Normal Retirement Age" means the earlier of a
Participant's attainment of age 65 or the date on which the sum of his or her
age and Years of Service equals 90.

    


    Normal Retirement
Benefit.  "Normal Retirement Benefit" means a benefit
calculated under Section 3.2(a).

    


    Normal Retirement
Date.  "Normal Retirement Date" shall be the first day of the
month next following the attainment by a Participant of Normal Retirement
Age.

    


    Participant.  A
"Participant" is any senior officer or other key employee of
the Company who has become a participant in the Plan pursuant to Article
II.

    


    Participant
Notice.  "Participant Notice" means the written notice that
shall be provided by the Company to a Participant notifying him or her of his or
her participation in the Plan and specifying any special terms or conditions
applicable to such Participant's participation in the Plan.

     

    Primary Insurance Amount.  "Primary
Insurance Amount" means the primary insurance amount payable on a monthly basis
to the Participant on his or her Normal Retirement Date (excluding any benefit
payable on behalf of a spouse or other dependent) as provided under the Federal
Social Security Act or any other similar applicable national benefit program as
in effect on such date.  The Primary Insurance Amount shall be
determined on the following assumptions, notwithstanding facts to the
contrary:

    


    (1)           The
Participant's salary history shall begin with calendar year 1951 or the calendar
year he or she attains age 22, whichever is later, and end with the calendar
year preceding the calendar year in which occurs the later of his or her Benefit
Commencement Date or his or her Normal Retirement Date (including years when he
or she was not employed by the Company) (the "Salary History
Period").



    
      
         


      

      
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    (2)           The
Participant will be deemed to have earned wages in excess of the Social Security
Act wage base during each year of the Salary History Period.

    


    (3)           The
Participant will be deemed to have been employed in the United States during
each year of the Salary History Period.

    


    (4)           The
Participant's Primary Insurance Amount under the Social Security Act will
commence payment with the month in which the Participant attains his or her
Normal Retirement Date or if his or her Termination of Employment occurs
thereafter, the month in which occurs his or her Termination of
Employment.

    


    In the
case of any Participant who may be entitled to government provided retirement
benefits payable by a government or a government sponsored retirement program
other than the United States, such benefits shall be included in the
Participant's Primary Insurance Amount and shall be calculated on a basis and
using assumptions that are comparable to the foregoing.

    


    Supplemental Retirement Benefit.  "Supplemental
Retirement Benefit" means for any Participant a benefit payable in the Normal
Form, commencing on the Participant's Normal Retirement Date or, if later, the
date on which his or her Termination of Employment occurs, and equal to the
excess of (a) one-twelfth of the product of 2% times the Participant's Years of
Service (not to exceed 20) times the Participant's Final Average
Compensation over (b) an amount payable in the Normal Form equal to the
Actuarial Equivalent of the sum of the following
amounts:  (i) 50% of the Participant's Primary Insurance Amount
and (ii) the Participant's accrued benefit under any other qualified (under
Section 401(a) of the Code) defined benefit pension plan maintained by the
Company or any of its subsidiaries.

    


    Termination of Employment.  "Termination
of Employment" means the ceasing of the Participant's Employment for any reason
whatsoever, whether voluntarily or involuntarily.

    


    Years of
Service.  "Years of Service" shall mean the calendar years
during which a Participant was employed by the Company (or any company acquired
by the Company or any of its subsidiaries), commencing with the calendar year
commencing on the January 1 nearest his or her date of hire and ending with the
calendar year in which his or her Termination of Employment occurs, if such
Termination of Employment occurs after the June 30th of that year, or the prior
calendar year if such Termination of Employment occurs prior to the July 1st of
the year in which such Termination of Employment occurs.  The
Committee may, in the Participant Notice or at any time thereafter, provide a
Participant with credit for additional Years of Service in respect of periods
for which he or she would not otherwise receive credit under the previous
sentence.



    
      
         


      

      
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    II

     

    ELIGIBILITY
AND PARTICIPATION

    


    2.1           Eligibility.  Any
senior officer or other key employee of the Company shall be eligible to
participate in the Plan.

    


    2.2           Participation.  An
eligible officer or key employee shall become a Participant in the Plan upon
approval by the Committee and notification by Company's Chief Executive Officer
that he or she has been selected to participate in the Plan.  The
effective date of a Participant's participation in the Plan shall be the date he
or she receives the Participant Notice or such other date as may be determined
by the Committee and as set forth in the Participant
Notice.  Notwithstanding the above to the contrary, no senior officer
or other employee of the Company shall be selected to participate in the Plan
after December 31, 2008.

    


    2.3           Terms and Conditions of
Participants.  Unless specified by the Committee in the
Participant Notice, a Participant's participation in the Plan shall be as set
forth in the terms of the Plan.  The Committee may determine in the
case of any Participant that the terms and conditions of his or her
participation in the Plan shall be different than those set forth in the Plan
(e.g., additional Years of Service); provided that such
determination shall be made and applied in a manner that complies with Section
409A of the Code.  However, unless set forth in the Participant
Notice, no special terms and conditions applicable to any Participant shall be
less favorable to the Participant than those provided for by the terms of the
Plan.

    


    2.4           Cessation of
Participation.  An individual shall cease to be a Participant
in the Plan once he or she has received from the Company all benefits to which
he or she is entitled under the Plan.


    
      
         


      

      
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    III

    


    RETIREMENT BENEFITS

    


    3.1           Vesting and Timing of
Retirement Benefit.  A Participant will vest in his or her
right to receive a benefit under this Plan on the earlier of (a) the
Participant’s attainment of Normal Retirement Age during Employment and (b) the
date on which the Participant has completed ten Years of Service (such earlier
date, the “Vesting Date”).  Except as provided in Section 3.3(b) or
Article IV, a Participant will be entitled to commence receiving a benefit under
this Plan, to the extent vested, on the Participant’s Benefit Commencement Date,
which shall be the later of (i) the first day of the month next following the
Participant’s Termination of Employment and (ii) the Participant’s Early
Retirement Date.

    


    3.2           Amount of Retirement
Benefit.  Except as provided in Section 3.4 or Article
IV,

    


    (a)           in
the event that a Participant's Termination of Employment occurs on or after the
Participant’s Normal Retirement Age, the Participant shall be entitled to
receive a benefit payable in the Normal Form in an amount that is equal to the
Participant's Supplemental Retirement Benefit.

    


    (b)           in
the event that a Participant’s Termination of Employment occurs (i) prior to his
or her Normal Retirement Age and (ii) after the date on which the Participant
has completed ten Years of Service, the Participant shall be entitled to receive
a benefit payable in the Normal Form in an amount that is equal to the Actuarial
Equivalent of the Participant’s accrued Supplemental Retirement Benefit,
determined as of his or her Benefit Commencement Date.

    


    3.3           Termination Without Cause or
for Good Reason.  In the event of a Participant's Termination
of Employment by the Company without Cause or by the Participant for Good
Reason,

    


    (a)              except
as provided in Section 3.3(b), if such Termination of Employment occurs prior to
the Participant's Vesting Date, the Participant shall nevertheless be entitled
to receive a benefit pursuant to Section 3.2 based on the Participant’s actual
number of Years of Service.  The amount of such benefit shall be
determined in accordance with Section 3.2(a) or (b), as the case may be, as of
his or her Benefit Commencement Date (determined in accordance with Section 3.1)
based on the Participant's Supplemental Retirement Benefit; and


    
      
         


      

      
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    (b)              if
such Termination of Employment occurs within two years following a Change in
Control, the Company shall pay to the Participant within 30 days after his or
her Termination of Employment, a cash lump sum equal to the Actuarial Equivalent
of his or her Supplemental Retirement Benefit.

    


    
      3.4    
 Termination for
Cause.

    

    


    (a)     A
Participant whose Employment is terminated by the Company shall not be entitled
to receive any benefit under the Plan if

    


    (i)           such
Participant’s Employment is terminated by the Company for Cause prior to the
Participant’s Vesting Date; or

    


    (ii)           such
Participant’s Employment is terminated by the Company for one of the reasons
specified in clauses (ii) or (iii) of the definition of Cause after the
Participant’s Vesting Date.

    


    (b)     A
Participant whose Employment is terminated by the Company for the reason
specified in clause (i) of the definition of Cause after the Participant’s
Vesting Date shall continue to be entitled to receive benefits in accordance
with Sections 3.1 and 3.2 of the Plan.

    


    3.5           Disability.  If
a Participant becomes Disabled and experiences a Termination of Employment after
his or her Vesting Date, Sections 3.1 and 3.2 will govern the timing and amount
of the Participant’s benefit hereunder. Notwithstanding any other provision of
the Plan to the contrary, a Participant who becomes Disabled and experiences a
Termination of Employment prior to the Participant’s Vesting Date
shall:

    


    (a)     be
considered to be a Participant in the Employment of the Company, for purposes of
determining the amount of such Participant’s Supplemental Retirement Benefit
(based on the assumption that his or her Compensation, as of the date his or her
Disability commenced, continued at the same rate), until the date that is the
earliest of (i) five years from the date such Participant becomes Disabled, (ii)
the date on which the Participant has completed ten Years of Service, or (iii)
the Participant's Normal Retirement Age;

    


    (b)     become
immediately vested in the right to receive a benefit under this Plan effective
as of the Participant’s Termination of Employment; and

    


    (c)     be
entitled to receive a benefit commencing at the time provided in Section
3.1.


    
      
         


      

      
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    In the event a Participant becomes
Disabled prior to his Benefit Commencement Date, the monthly Supplemental
Retirement Benefit payable to the Participant for any month shall be in an
amount provided pursuant to Section 3.2(b) less the amount of any long-term
disability benefit received by the Participant for that month under any
long-term disability insurance policy maintained by or through the Company or
any of its subsidiaries through the Participant’s Normal Retirement
Date.

     

    3.6           Failure to
Vest.  Upon any Termination of Employment prior to the
Participant’s Vesting Date, other than by reason of the Participant’s death or a
Termination of Employment described in Section 3.2, 3.3 or 3.5, he or she shall
not be entitled to receive any benefit under the Plan.

    


    3.7           Alternative Form
of Benefit.  In lieu of receiving his or her benefit under
Section 3.2, 3.3(a) or 3.5 in the Normal Form, a Participant may elect to
receive his or her benefit as a reduced monthly benefit in the form of a joint
and 50% survivor annuity (the "Alternative Form").  The Alternative
Form shall be payable for the life of the Participant and if the Participant's
spouse (or other Beneficiary approved by the Committee) on his or her Benefit
Commencement Date survives the Participant, the surviving spouse (or other
Beneficiary, if applicable) will receive for the remainder of his or her life, a
monthly amount equal to 50% of the monthly amount that was being paid to the
Participant.  The Alternative Form shall be the Actuarial Equivalent
of the Normal Form.  To receive the Alternative Form, a Participant
must file a written election with the Committee at least 90 days before the
Benefit Commencement Date. An election to receive the Alternative Form shall be
irrevocable; provided
that if the
Participant's spouse (or other Beneficiary, if applicable) dies after the
election is made and before the Benefit Commencement Date and no new Beneficiary
is named, the benefit, if any, shall be paid in the Normal Form; and provided
further, that if the Participant dies after the election is made and before the
Benefit Commencement Date the election shall be null and void and Article IV
shall apply.

    


    IV

    


    DEATH BENEFITS

    


    4.1         Death Before Early
Retirement Age but After Vesting Date.  If a Participant dies
prior to his or her Early Retirement Age but after his or her Vesting Date, his
or her Beneficiary shall be entitled to receive payments monthly for 120 months,
commencing on what would have been the Participant’s Early Retirement Date,
equal to the Actuarial Equivalent of the benefit that the Participant would have
received in the Normal Form on that date.


    
      
         


      

      
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    4.2           Death After Early
Retirement Age and Vesting Date But Before Benefit Commencement
Date.  If a Participant dies after his or her Early Retirement
Age and Vesting Date but, in any case, before such Participant’s Benefit
Commencement Date, his or her Beneficiary shall be entitled to receive payments
monthly for 120 months, commencing on the first day of the month immediately
succeeding the date of death of the Participant equal to the Actuarial
Equivalent of the Normal Form of benefit that the Participant had accrued at
that date.

    


    4.3           Death After Benefit
Commencement Date.  If a Participant dies after his or her
Benefit Commencement Date and before he or she has received 120 monthly
payments, his or her Beneficiary will continue to receive the monthly benefit to
which the Participant was entitled until a total of 120 monthly payments have
been made; provided,
however, that if the Participant elected to receive the Alternative Form,
no death benefit will be payable under the Plan unless the Participant is
survived by his or her spouse (determined as of the Benefit Commencement Date)
or Beneficiary, as applicable, in which event his or her spouse or Beneficiary,
as applicable, will be entitled to receive the benefit provided in Section
3.7.

    


    4.4             Death Before Vesting.  If
a Participant dies before his or her Vesting Date, no benefit shall be payable
under the Plan in respect of the Participant.

    


    V

     

    PAYMENT

     

    5.1                Commencement of Payments.  Payment
or commencement of payments under this Plan shall be made or begin as promptly
as practicable following the occurrence of an event or the satisfaction of all
conditions which entitles a Participant (or a Beneficiary) to payment or
payments under this Plan as described in Articles III and
IV.  Notwithstanding the foregoing, distribution of a benefit payable
under Article III by reason of the Termination of Employment of a "Key Employee"
(as defined below), shall not be made before six months after such Termination
of Employment or the Participant’s death, if earlier.  At the end of
such six-month period, all payments that would have been made but for the prior
sentence shall be paid in a lump sum on the first day of the seventh month
following such Participant’s Termination of Employment, without interest, and
remaining payments, if any, shall commence in accordance with the applicable
payment schedule under Article III hereof.  "Key Employee" shall mean
a Participant who is treated as a "specified employee" under Section
409A(a)(2)(B)(i) of the Code, i.e., a key employee of the Company (as defined in
Section 416(i) of the Code without regard to paragraph (5) thereof). The
Committee shall determine which employees shall be deemed Key Employees using
December 31st as an
identification date.


    
      
         


      

      
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    5.2                Withholding.  To
the extent required by the law in effect at the time payments are made, the
Company shall withhold from payments made hereunder any taxes required to be
withheld by the Federal or any state or local government.  If the
Company is required to withhold employment or other taxes prior to the payment
of benefits under the Plan, the Company shall make appropriate arrangements with
the Participant with respect to such withholding.

    


    5.3                Acceleration of
Payments.  Notwithstanding any provision of this Plan to the
contrary, the Company may, in its discretion, accelerate the payment of all or
any portion of a Participant’s benefits under this Plan, but only to the extent
permitted under any applicable exception to the prohibition on acceleration of
payments under Treasury Regulation Section 1.409A-3(j)(4), subsections (ii)
through (xiv) (for example, in accordance with a domestic relations order, for
payments less than $15,500 (indexed), for the payment of certain employment,
state, local or foreign taxes or taxes imposed under Section 409A of the Code,
cancellation of deferrals due to an unforeseeable hardship or disability, plan
termination and liquidation, to satisfy certain debts of the Participant to the
Company or in settlement of certain bona fide disputes).

    


    5.4                Transition Election –
Deferred Compensation Plan.  Notwithstanding any provision of
this Plan to the contrary, a Participant may elect, on or before December 31,
2008, to have his benefit under this Plan (a) converted to a lump sum amount,
based on the Actuarial Equivalent of his benefit as of December 31, 2008, and
(b) distributed pursuant to the terms of the Terex Corporation 2005 Deferred
Compensation Plan, provided that any such election shall not operate to (i)
accelerate the distribution of benefits into 2008 or (ii) defer the distribution
of benefits otherwise payable in 2008 to a subsequent year. With respect to any
Participant who makes such an election, effective January 1, 2009, the
Participant shall not be entitled to any benefits under this Plan and the
Company shall have no liability to the Participant for any benefits under this
Plan.

    


    VI

    


    ADMINISTRATION

    


    6.1                Administration of Plan.  The
Committee shall administer the Plan and interpret, construe and apply its
provisions in accordance with its terms.  The Committee shall
establish, adopt or revise such rules and regulations as it may deem necessary
or advisable for the administration of the Plan, including, but not limited to,
such additional terms and conditions with respect to a Participant as the
Committee, in its sole discretion, may deem necessary or
advisable.  All decisions of the Committee shall be by vote of a
majority of its members or written consent of all of its members and shall be
final, binding and conclusive on all persons.  Members of the
Committee shall be eligible to participate in the Plan while serving as a member
of the Committee, but a member of the Committee shall not vote or act upon any
matter which relates solely to such member as a Participant.


    
      
         


      

      
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    6.2                Indemnification of Committee
Members.  The Company shall indemnify and hold harmless each
member of the Committee from any and all claims, loss, 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 of such member, except when the same
is judicially determined to be due to the willful misconduct of such
member.

    


    6.3                Claims
Procedure.

    


    (a)           Claims for
Benefits.  If any person or the authorized representative
of the person believes that the person is being denied benefits to which he or
she is entitled hereunder, the person or his or her representative (the
"Claimant") may file a written claim for such benefits with the
Company.  If such claim relates to the contents of a notice received
by the Claimant, the claim must be made within 60 days after such notice was
received by the Claimant.  All other claims must be made within 180
days of the date on which the event that caused the claim to arise
occurred.  Such claims should be sent to the following
address:

    


    Terex
Corporation

    Human
Resources Department

    200 Nyala
Farm Road

    Westport,
Connecticut  06880

    


    The
written claim must state: (i) the reason for making the claim; (ii) the facts
supporting the claim; (iii) the amount claimed; and (iv) the Claimant’s name and
address.

    


    (b)           Notice of
Determination.  If a claim is wholly or partially denied,
the Company will issue a determination in writing within a reasonable period of
time, but no later than 90 days after receipt of the claim.  If
special circumstances justify extending the period up to an additional 90 days,
the Claimant will be given written notice of this extension within the initial
90-day period and the notice will explain the special circumstances and the date
a decision is expected.  A notice of adverse determination will be
written in a manner calculated to be understood by the Claimant and will
contain: (i) the specific reason or reasons for the adverse determination; (ii)
reference to the specific Plan provisions on which the determination is based;
(iii) a description of any additional material or information necessary for the
Claimant to perfect the claim, along with an explanation of why this material or
information is necessary; (iv) a description of the Plan’s review procedures and
time limits applicable to these procedures; and (v) a statement of the
Claimant’s right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review.


    
      
         


      

      
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    (c)           Appeal of Adverse
Determination.  A Claimant may appeal an adverse determination
to the committee designated by the Board to determine such appeals (the "Appeals
Committee"), and receive a full and fair review of the claim and adverse
determination.  The Claimant’s appeal must be written and filed within
60 days of the Claimant’s receipt of the notification of adverse
determination.  The written request for appeal should contain: (i) a
statement of the ground on which the appeal is based; (ii) reference to the
applicable provisions of the Plan; (iii) the reason or argument why the Claimant
believes the claim should be granted and evidence supporting each reason or
argument; and (iv) any other relevant documents or comments that the Claimant
wishes to include. The Appeals Committee will provide the Claimant the
opportunity to submit written comments, documents, records and other information
relating to the claim, and the Appeals Committee will take such information into
account during the appeal without regard to whether such information was
submitted or considered in the initial determination.  The Claimant
will be provided, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the
claim.

    


    (d)           Decision.  The
Appeals Committee will deliver to the Claimant
an electronic or written decision on the appeal within a reasonable period,
but no later than 60 days after the receipt of the Claimant’s request for
the review, unless special circumstances exist that justify extending this
period up to an additional 60 days.  If the period is extended, the
Claimant will be given written notice of this extension during the initial
60-day period, and the notice will set forth the special circumstances requiring
an extension and the date a decision is expected.  A notice of adverse
determination on appeal will be written in a manner calculated to be understood
by the Claimant and will contain: (i) the specific reason or reasons for the
adverse determination; (ii) references to the specific Plan provisions on which
the determination is based; (iii)a statement that the Claimant may receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the Claimant’s claim for benefits; and
(iv) a statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a).

    


    (e)           Standard of
Review.  A claimant must pursue the claim and appeal rights
described above before seeking any other legal recourse regarding claims for
benefits.  Any further review, judicial or otherwise, of the Company’s
decision on the claim will be limited to whether, in the particular instance,
the Company abused its discretion.  In no event will any further
review, judicial or otherwise, be on a de novo basis, because the
Company has discretionary authority to determine eligibility for benefits under
the Plan and to construe and interpret the terms of the Plan.


    
      
         


      

      
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    VII

    


    AMENDMENT OR
TERMINATION

    


    7.1                Company's Right to Amend or Terminate.  The
Company reserves the sole right to terminate the Plan at any
time.  Each Participant shall be fully vested in his or her
Supplemental Retirement Benefit upon a termination of the Plan.  The
Company further reserves the right in its sole discretion to amend the Plan in
any respect, provided,
however, that no such amendment (i) that adversely affects a
Participant's rights with respect to benefits theretofore accrued by the
Participant shall be effective unless the Participant consents to such amendment
in writing and (ii) shall effect the timing or form of the distribution of a
benefit hereunder in a manner that would violate Section 409A of the
Code.  Notwithstanding the foregoing, the Plan may not be amended or
terminated prior to a Change in Control if such amendment or termination is
effected (a) at the request of any third party who has indicated an intent or
taken steps to effectuate a Change of Control, or (b) otherwise in connection
with or in anticipation of a Change in Control.  A Participant’s
entire benefit shall be distributed to the Participant (or Beneficiary)
following termination of the Plan in such form and on the earliest date
permitted under Section 409A.

    


    7.2                Procedure for Amendment or
Termination.  Subject to the provisions of Section 7.1, the
Plan may be amended or terminated at any time by action of the Board of
Directors.

    


    VIII

    


    MISCELLANEOUS

    


    8.1                Beneficiaries.  Each
Participant shall have the right, by giving written notice to the Committee on
such form as the Committee shall adopt, to designate a Beneficiary or
Beneficiaries to receive payments which become available under the Plan should
the Participant die.  A Beneficiary who becomes entitled to receive
benefits pursuant to Section 4.2 or 4.3 (an "Initial Beneficiary") shall have
the right, by giving written notice to the Committee on such form as the
Committee shall prescribe, to designate a Beneficiary to receive any benefits
payable under the Plan should the Initial Beneficiary die.  A
Participant or a Beneficiary, as the case may be, may change the designated
Beneficiary by filing a new beneficiary designation form with the Committee,
which change shall become effective upon receipt by the Committee.  If
a Participant or a Beneficiary, as the case may be, dies and has not designated
a Beneficiary, the estate of the deceased Participant or Beneficiary, as the
case may be, shall be deemed to be the Beneficiary.


    
      
         


      

      
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    8.2                No Right to Company Assets.  Neither
a Participant nor any other person shall acquire by reason of the Plan any right
in or title to any assets, funds or property of the Company whatsoever
including, without limiting the generality of the foregoing, any specific funds
or assets which the Company, in its sole discretion, may set aside in
anticipation of a liability hereunder, nor in or to any policy or policies of
insurance on the life of a Participant owned by the Company.  No trust
shall be deemed to be created by the execution or adoption of this Plan, and any
benefits which become payable hereunder shall be paid from the general assets of
the Company.  The Company may establish a trust pursuant to a trust
agreement and make contributions thereto for the purpose of paying benefits
hereunder; provided,
however, that the establishment of or contributions to such trust shall
not affect the status of the Plan as an unfunded plan maintained for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended.  A Participant shall have only a
contractual right to the amounts, if any, payable hereunder unsecured by any
assets of the Company.

    


    8.3                No Employment Rights.  Nothing
herein shall constitute a contract of continuing employment or in any manner
obligate the Company to continue the service of a Participant, or obligate a
Participant to continue in the service of the Company, and nothing herein shall
be construed as fixing or regulating the compensation paid to a
Participant.

    


    8.4                Nonassignability.  Neither
a Participant nor any other person shall have any right to commute, sell,
assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are,
expressly declared to be unassignable and non-transferable.  No part
of the amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of any Participant's or any other person's
bankruptcy or insolvency.  Notwithstanding the foregoing, all or a
portion of a Participant’s benefit under the Plan may be paid to another person
as specified in a domestic relations order that the Company determines is a
"domestic relations order" as defined in Code section
414(p)(1)(B).


    
      
         


      

      
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    8.5                Protective Provisions.  The
Participant and any Beneficiary who may become entitled to receive benefits
under the Plan will cooperate with the Company by furnishing any and all
information requested by the Company in order to facilitate the payment of
benefits hereunder, taking such physical examinations as the Company may deem
necessary and taking such other action as may be requested by the
Company.  If a Participant or Beneficiary refuses so to cooperate, the
Company shall have no further obligation to the Participant or Beneficiary under
the Plan.

    


    8.6                Offset.  If
at the time payments or installments of payments are to be made hereunder a
Participant or his or her surviving spouse is indebted to the Company, then the
payments remaining to be made to the Participant or his or her surviving spouse
or both may, at the discretion of the Board of Directors, be reduced by the
amount of such indebtedness; provided, however, that an
election by the Board of Directors not to reduce any such payment or payments
shall not constitute a waiver of the Company's claim for such
indebtedness.

    


    8.7                Infancy or
Incompetence.  If the Committee determines that any person
entitled to payments under the Plan is an infant or incompetent by reason of
physical or mental disability, it may cause all payments thereafter becoming due
to such person to be made to any other person for such person's benefit in
accordance with applicable law, without responsibility for application of
amounts so paid.  Payments made pursuant to this provision shall
completely discharge the Plan, the Company and the Committee (if
any).

    


    8.8                Forfeiture of
Payments.  If the Company is unable to make payment to any
Participant or other person to whom a payment is due under the Plan because it
cannot ascertain the identity or whereabouts of such Participant or other person
after reasonable efforts have been made to identify or locate such person
(including a notice of the payment so due mailed to the last known address of
such Participant or other person as shown on the records of the Company), such
payment and all subsequent payments otherwise due to such Participant or other
person shall be forfeited twenty-four (24) months after the date such payment
first became due; provided,
however, that such payment and any subsequent payments shall be
reinstated retroactively, no later than sixty (60) days after the date on which
the Participant or person is identified or located.

    


    8.9                Gender and Number.  Wherever
appropriate herein, the masculine may mean the feminine and the singular may
mean the plural or vice versa.

    


    8.10              Notice.  Any
notice required or permitted to be given to the Committee under the Plan shall
be sufficient if in writing and hand delivered, or sent by registered or
certified mail, to the principal office of the Company, directed to the
attention of the Secretary of the Committee.  Such notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark or on the receipt for registration or
certification.


    
      
         


      

      
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    8.11              Validity.  In
the event any provision of this Plan is held invalid, void or unenforceable, the
same shall not affect, in any respect whatsoever, the validity of any other
provision of this Plan.

    


    8.12              Applicable Law.  This
Plan shall be governed and construed in accordance with the laws of the State of
Delaware without regard to conflicts of law principles, except to the extent
preempted by federal law.


    
      
         


      

      
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