EXHIBIT
(10)M


 


ECOLAB MIRROR
PENSION PLAN


(As
Amended and Restated Effective as of January 1, 2005)


 


WHEREAS, Ecolab Inc.
(the “Company”) has established the Ecolab Pension Plan (the “Pension Plan”), a
qualified defined benefit pension plan; and


 


WHEREAS, Sections
401(a)(17) and 415 of the Code place certain limitations on the amount of
benefits that would otherwise be made available under the Pension Plan for
certain participants; and


 


WHEREAS, the Company
previously established the Ecolab Mirror Pension Plan (the “Plan”) to provide
the benefits which would otherwise have been payable to such participants under
the Pension Plan except for such limitations, in consideration of services
performed and to be performed by such participants for the Company and certain
related corporations.


 


WHEREAS, the American
Jobs Creation Act of 2004, P.L. 108-357 (the “AJCA”) added a new Section 409A
to the Code, which significantly changed the Federal tax law applicable to “amounts
deferred” under the Plan after December 31, 2004; and


 


WHEREAS, before the
issuance by the U.S. Treasury and the Internal Revenue Service (the “IRS”) of
interpretive guidance with respect to Code Section 409A, the Company
amended the Plan to temporarily freeze the accrual of Mirror Pension Benefits
hereunder as of December 31, 2004; and


 


WHEREAS, the IRS and
U.S. Treasury subsequently issued regulations and other guidance regarding the
requirements of and compliance with Code Section 409A; and


 


WHEREAS, the Board of
Directors of the Company directed and authorized appropriate officers of the
Company to amend the Plan to (a) reinstate the accrual of Mirror Pension
Benefits, effective retroactively as of January 1, 2005 and (b) comply,
with respect to the Non-Grandfathered Mirror Pension Benefits thereunder, with
the requirements of Code Section 409 and guidance issued thereunder;


 


NOW, THEREFORE,
pursuant to Section 1.3 of the Plan and Section 5.1 of the Ecolab
Inc. Administrative Document for Non-Qualified Benefit Plans, the Company
hereby amends and restates the Plan in its entirety, effective as of January 1,
2005, to read as follows:


 


ARTICLE I


PREFACE


 


Section 1.1                                      Effective Date.  The effective date of this amendment and
restatement of the Plan is January 1, 2005.  The benefit, if any, payable with respect to
a former Executive who Retired or died prior to the Effective Date (and who is
not rehired by a member of the Controlled Group thereafter) shall be determined
by, and paid in accordance with, the terms and provisions of the Plan as in
effect prior to the Effective Date, subject to Section 1.4 and
3.2(2)(c).  Notwithstanding any provision
of the Plan to the contrary, an Executive’s Mirror Pension Benefit (which was
temporarily frozen from December 31, 2004 through December 31, 2008)
shall be retroactively adjusted on January 1, 2009 to reflect the benefit
that would have been accrued by the Executive under the Plan, in accordance
with Section 3.1, during the period commencing on January 1, 2005 and
ending on the earlier of December 31, 2008 or the date on which the
Executive terminates his services with all Employers as an employee.


 


Section 1.2                                      Purpose of the Plan.  The purpose of this Plan is to provide
additional retirement benefits for certain management and highly compensated
employees of the Company who perform management and professional functions for
the Company and certain related entities.


 


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Section 1.3                                      Administrative Document.  This Plan includes the Ecolab Inc.
Administrative Document for Non-Qualified Benefit Plans (the “Administrative
Document”), which is incorporated herein by reference.


 


Section 1.4                                      American Jobs
Creation Act of 2004 (AJCA).


 


(1)                                  To the extent
applicable, it is intended that the Plan (including all Amendments thereto) comply
with the provisions of Code Section 409A, as enacted by the American Jobs
Creation Act of 2004, P.L. 108-357
(the “AJCA”), so as to prevent the inclusion in gross income of any amount of
Mirror Pension Benefit accrued hereunder in a taxable year that is prior to the
taxable year or years in which such amounts would otherwise be actually
distributed or made available to the Executives.  The Plan shall be administered in a manner
that will comply with Code Section 409A, including regulations or any other
guidance issued by the Secretary of the Treasury and the Internal Revenue
Service with respect thereto (collectively with the AJCA, the “409A Guidance”).  All Plan provisions shall be interpreted in a
manner consistent with the 409A Guidance.


 


(2)                                  The Administrator
shall not take any action hereunder that would violate any provision of Code Section 409A.  The Administrator is authorized to adopt rules or
regulations deemed necessary or appropriate in connection with the 409A
Guidance to anticipate and/or comply with the requirements thereof (including
any transition or grandfather rules thereunder).


 


(3)                                  Notwithstanding
any provision of the Plan, any Grandfathered Mirror Pension Benefits (including
any Mirror Pre-Retirement Pension Benefits attributable thereto) shall continue
to be governed by the law applicable to nonqualified deferred compensation
prior to the addition of Section 409A to the Code and shall be subject to
the terms and conditions specified in the Plan as in effect prior to January 1,
2005, except as otherwise provided herein. 
Notwithstanding any provision of the Plan to the contrary, neither the
Company nor the Administrator guarantee to any Executive or Death Beneficiary
any specific tax consequences of participation in or entitlement to or receipt
of benefits from, the Plan, and each Executive or the Executive’s Death
Beneficiary shall be solely responsible for payment of any taxes or penalties
incurred in connection with his participation in the Plan.


 


ARTICLE II


DEFINITIONS


 


Words
and phrases used herein with initial capital letters which are defined in the
Administrative Document or the Pension Plan are used herein as so defined,
unless otherwise specifically defined herein or the context clearly indicates
otherwise. The following words and phrases when used in this Plan with initial
capital letters shall have the following respective meanings, unless the
context clearly indicates otherwise:


 


Section 2.1                                      “Actuarial
Equivalent” or “Actuarially Equivalent.”  A benefit is the “Actuarial Equivalent” of
another benefit if, on the basis of Actuarial Factors, the present values of
such benefits are equal.


 


Section 2.2                                      “Actuarial Factors” shall mean the actuarial assumptions set forth
in Exhibit A which is attached to and forms a part of this Plan.


 


Section 2.3                                      “Code Limitations” shall mean the limitations imposed by Code
Sections 401(a)(17) and 415, or any successor(s) thereto, on the amount of
the benefits which may be payable to or with respect to an Executive from the
Pension Plan.


 


Section 2.4                                      “Death Beneficiary”shall mean the beneficiary designated under
this Plan and the SERP.  The designation
of a Death Beneficiary may be made, and may be revoked or changed only by


 


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an
instrument (in form prescribed by Administrator) signed by the Executive and
delivered to the Administrator during the Executive’s lifetime.  If the Executive is married on the date of
his death and has been married to such spouse throughout the one-year period
ending on the date of his death, his designation of a Death Beneficiary other
than, or in addition to, his spouse under the Plan shall not be effective
unless such spouse has consented in writing to such designation.  Any Mirror Pension Benefits remaining to be
paid after the death of a Death Beneficiary (or a contingent Death Beneficiary,
to the extent designated by the Executive) shall be paid to the Death
Beneficiary’s estate.  If no Death
Beneficiary is designated by the Executive or all designated Death Beneficiaries
predecease the Executive, the Executive’s Death Beneficiary shall be his
spouse, and if there is no surviving spouse, then the Executive’s estate.  The most recent Death Beneficiary designation
on file with the Administrator will be given effect, and in the event of
conflicting forms files simultaneously under this Plan and the SERP, the Death
Beneficiary designation under the SERP will govern.


 


Section 2.5                                      “Disability” shall mean any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than six months, where such impairment
causes the Executive to be unable to perform the duties of his position of
employment or any substantially similar position of employment.


 


Section 2.6                                      “Executive” shall mean an Employee of an Employer (1) whose
Annual Compensation from the Employers for the preceding Plan Year exceeds the
dollar limitation described in Code Section 401(a)(17), (2) who is a
Participant in the Pension Plan, and (3) who is selected by the
Administrator to participate in the Plan. 
Once an Employee has satisfied the requirements of an Executive and
commenced participation in the Plan, his participation may continue,
notwithstanding the fact that his Annual Compensation is reduced below the
limitation described in Code Section 401(a)(17), until the Administrator
determines, in his sole discretion, that the Employee would fail to satisfy the
requirements of a “management or highly compensated employee” under ERISA.


 


Section 2.7                                      “Grandfathered
Mirror Pension Benefit” shall mean the portion of an Executive’s Mirror
Pension Benefit that is deemed to have been deferred (within the meaning of the
409A Guidance) under the Plan before January 1, 2005 and that is equal to
the present value as of December 31, 2004 of the vested Mirror Pension
Benefit to which the Executive would be entitled under the Plan, as in effect
on October 3, 2004, if the Executive voluntarily terminated employment
with the Controlled Group without cause on December 31, 2004, and received
a payment, on the earliest possible date allowed under the Plan, of his Mirror
Pension Benefit in the form with the maximum value (increased in subsequent
years to equal the present value of the benefit the Executive actually becomes
entitled to receive, in the form and at the time actually paid, determined
under the terms of the Plan as in effect on October 3, 2004, without
regard to any services rendered or Compensation increases applicable after December 31,
2004).


 


Section 2.8                                      “Mirror Savings Plan” shall mean the Ecolab Mirror Savings Plan,
as such plan may be amended from time to time.


 


Section 2.9                                      “Mirror Pension Benefit” shall mean the retirement benefit
determined under Article III.


 


Section 2.10                                “Mirror Pre-Retirement Pension Benefit”  shall mean the pre-retirement benefit
determined under Article IV.


 


Section 2.11                                “Non-Grandfathered
Mirror Pension Benefit” shall mean any Mirror Pension Benefit that is not a
Grandfathered Mirror Pension Benefit.


 


Section 2.12                                “Plan” shall mean this Ecolab Mirror Pension Plan, as it may be
amended from time to time.


 


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Section 2.13                                “Separation
from Service” or to “Separate from Service” shall mean any
termination of employment with the Controlled Group due to retirement, death,
disability or other reason; provided, however, that no Separation from Service
is deemed to occur while the Executive (1) is on military leave, sick
leave, or other bona fide leave of absence that does not exceed six (6) months
(or, in the case of Disability, twelve (12) months), or if longer, the period
during which the Executive’s right to reemployment with the Controlled Group is
provided either by statute or by contract, or (2) continues to perform services
for the Controlled Group at an annual rate of fifty percent (50%) or more of
the average level of services performed over the immediately preceding 36-month
period (or the full period in which the Executive provided services (whether as
an employee or as an independent contractor) if the Executive has been
providing services for less than 36 months). 
With respect to the terms of the Plan affecting Non-Grandfathered Mirror
Pension Benefits, any reference to “termination of employment” in the Plan shall
mean Separation from Service as defined in this Section.  Whether an Executive has incurred a
Separation from Service shall be determined in accordance with the 409A
Guidance.


 


Section 2.14                                “SERP”
shall mean the Ecolab Supplemental Executive Retirement Plan, as in effect from
time to time.


 


Section 2.15                                “SERP
Benefit” shall mean an Executive’s benefit accrued under the SERP.


 


Section 2.16                                “Specified
Employee” shall mean “Specified Employee” as defined in the Administrative
Document.


 


ARTICLE
III


MIRROR PENSION BENEFITS


 


Section 3.1                                      Amount of Mirror Pension Benefits.


 


(1)                                  In General.  Each Executive whose benefits under the
Pension Plan payable on or after the Effective Date are reduced due to the Code
Limitations shall be entitled to a Mirror Pension Benefit, which shall be
determined as hereinafter provided.


 


(2)                                  Standard Mirror Pension Benefits.  The Standard Mirror Pension Benefit shall be
a monthly retirement benefit calculated using the final average pay benefit
formula specified in Article 4 of the Pension Plan equal to the difference
between (a) and (b), where:


 


(a)   =  the amount of the
monthly benefit payable to the Executive under the Pension Plan calculated on a
single life annuity basis commencing at age 65, determined under the Pension
Plan as in effect on the date of the Executive’s termination of employment with
the Controlled Group but calculated as if (i) the Pension Plan did not
contain the Code Limitations, and (ii) the definition of Annual
Compensation under the Pension Plan included the Executive’s deferrals under
the Mirror Savings Plan or its predecessor plan; and


 


(b)   =  the amount of the
monthly benefit which would be payable to the Executive under the Pension Plan
calculated on a single life annuity basis commencing at age 65, determined
under the Pension Plan as in effect on the date of the Executive’s termination
of employment with the Controlled Group but calculated as if the Executive’s
Annual Compensation under the Pension Plan for any year beginning on or after January 1,
2005 equaled the annual compensation limitation under Code Section 401(a)(17)
as in effect for each relevant year for which Annual Compensation amount under
the Pension Plan benefit formula is determined.


 


(3)                                  Cash Balance
Mirror Pension Benefits.  The
Administrator shall establish an “Excess Retirement Account” for each Executive
who is accruing benefits under the cash balance formula described in Article 6
of the Pension Plan.  As of the end of
each calendar year (or at such other time as


 


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a Contribution Credit is
made to the Executive’s Retirement Account under the Pension Plan), the
Administrator shall credit each Executive’s Excess Retirement Account under
this Plan with an amount equal to the difference between (a) and (b) where:


 


(a)   =  the amount that would
have been credited to the Executive’s Retirement Account under the Pension Plan
if (i) the Pension Plan did not contain the Code Limitations, and (ii) the
definition of Annual Compensation under the Pension Plan included the Executive’s
deferrals under the Mirror Savings Plan; and


 


(b)   =  the amount which would
have been credited to the Executive’s Retirement Account under the Pension
Plan, but determined as if the definition of Annual Compensation under the
Pension Plan for any year beginning on or after January 1, 2005 equaled
the annual compensation limitation under Code Section 401(a)(17) as in
effect in the year for which the credit is made pursuant to this Section 3.1(3).


 


The Administrator shall also
credit each Executive’s Excess Retirement Account with Interest Credits in
accordance with the rules specified in the Pension Plan.


 


(4)                                  Notwithstanding
anything in this Section 3.1 to the contrary, in no event, will any
Executive’s Mirror Pension Benefit be less than such Executive’s Grandfathered
Mirror Pension Benefit.


 


Section 3.2                                      Time of Payment.


 


(1)                                  Grandfathered Mirror Pension Benefit.  The portion of an Executive’s vested Mirror
Pension Benefit that is a Grandfathered Mirror Pension Benefit shall be paid or
commence to be paid at the same time and under the same conditions as the
benefits payable to the Executive under the Pension Plan.  Notwithstanding the foregoing, if payment at
such time is prevented due to reasons outside of the Administrator’s control,
the vested Mirror Pension Benefits shall commence as soon as practicable after
the benefits commence under the Pension Plan, and the first payment hereunder
shall include any Mirror Pension Benefits not paid as a result of the delay in
payment.


 


(2)                                  Non-Grandfathered
Mirror Pension Benefit.  The
provisions of this Section 3.2(2) shall apply solely with respect to
the portion of any Executive’s vested Mirror Pension Benefit that is a
Non-Grandfathered Mirror Pension Benefit.


 


(a)                                  Standard Mirror Pension
Benefits.  The
Executive’s Standard Mirror Pension Benefit shall be paid or commence to be
paid on the first day of the third month following the month in which occurs
the later of the date on which the Executive (i) attains age 55 or (ii) Separates
from Service, subject to Sections 3.2(2)(d), 3.3(2)(d) and 3.3(2)(c) (as
applicable).  The amount of any such
Standard Mirror Pension Benefit paid before the Executive’s attainment of age
62 shall be actuarially reduced using the Actuarial Factors, as in effect on
the date of the Executive’s Separation from Service.


 


(b)                                 Cash Balance Mirror Pension
Benefit.  The Executive’s Cash Balance
Mirror Pension Benefit shall be paid or commence to be paid on the first day of
the third month following the month in which Executive Separates from Service,
subject to Sections 3.2(2)(d) and 3.3(2)(d) (as applicable).


 


(c)                                  Certain Transition
Distributions to Terminated Executives.  Notwithstanding Section 3.2(2)(a) and
3.2(2)(b) and subject to Section 3.2(2)(d),


 


(i)                                     An Executive
who Separated from Service after December 31, 2004 and before December 31,
2008 and has commenced payments of his Grandfathered


 


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Mirror Pension Benefits at any time before December 31, 2008,
shall receive his Non-Grandfathered Mirror Pension Benefit, for which the
Executive’s Mirror Pension Benefit is retroactively adjusted pursuant to Section 1.1
on January 1, 2009, in the same form and at the same time as the Executive’s
Grandfathered benefit, in the same form and at the same time as the Executive’s
Grandfathered benefit, subject to Section 3.2(2)(d).  Notwithstanding the foregoing, an Executive’s
Cash Balance Benefit shall be paid on March 1, 2009, subject to Section 3.2(2)(d).


 


(ii)                                  An Executive
who Separated from Service after December 31, 2004 and before December 31,
2008 and has not before December 31, 2008 commenced payments of his
Grandfathered Mirror Pension Benefits shall receive his Non-Grandfathered
Mirror Pension Benefits, for which the Executive’s Mirror Pension Benefit is
retroactively adjusted pursuant to Section 1.1 on January 1, 2009, as
follows, subject to Section 3.2(2)(d):


 


(A)                              The Executive’s
Standard Mirror Pension Benefit shall be paid to the Executive in a single lump
sum amount on the later of March 1, 2009 or the date on which the
Executive attains age 55.


 


(B)                                The Executive’s
Non-Grandfathered Cash Balance Mirror Pension Benefit credited to the Executive’s
Excess Retirement Account under the Plan shall be paid in a single lump sum
amount on  March 1, 2009.


 


(d)                                 Payment Delay for Specified
Employees. 
Notwithstanding any provision of the Plan, payments to a Specified
Employee shall be made or commence on the latest of (i) the date specified
in Section 3.2(2)(a), (b) or (c), (ii) the date specified in Section 3.3(2)(d)(i),
if the Executive made an election pursuant to such section, or (iii) the
date that is six (6) months after the Specified Employee’s Separation From
Service; provided, however, that if the Executive dies before the date
specified in (i), (ii) or (iii), the Executive’s benefit shall be paid or
commence on the date specified in Section 4.2.  The first payment made to the Specified
Employee following the 6-month delay shall include any Mirror Pension Benefit payments
that were not made as a result of the delay in payment pursuant to this
paragraph (d), with interest at an annual rate of five percent (5%).  Notwithstanding the foregoing, this paragraph
(d) shall not apply to any Executive if on the date of his Separation from
Service, the stock of the Company and Controlled Group members is not publicly
traded on an established securities market (within the meaning of the 409A
Guidance).


 


(e)                                  Delay of Payments Subject to
Code Section 162(m).  The
Company may delay the distribution of any amount otherwise required to be
distributed under the Plan if, and to the extent that, the Company reasonably
anticipates that the Company’s deduction with respect to such distribution
otherwise would be limited or eliminated by application of Code Section 162(m).  In such event, (i) if any payment is
delayed during any year on account of Code Section 162(m), then all
payments that could be delayed on account of Code Section 162(m) during
such year must also be delayed; (ii) such delayed payments must be paid
either (A) in the first year in which the Company reasonably anticipates
the payment to be deductible, or (B) the period beginning on the date of
the Executive’s Separation From Service and ending on the later of the end of
the Executive’s year of separation or the fifteenth (15th) day of the third
month after such separation; and (iii) if payment is delayed to the date
of Separation from Service with respect to an Executive who is a Specified
Employee, such payment shall commence after such Executive’s Separation


 


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from Service on the date immediately following the six-month
anniversary of the Separation from Service, or if earlier, on the date of the
Executive’s death.


 


Section 3.3                                      Form of Payment of Mirror Pension Benefits.


 


(1)                                  Grandfathered
Mirror Pension Benefit.  The provisions of this Section 3.3(1) shall
apply solely with respect to the portion of an Executive’s vested Standard
Mirror Pension Benefit that is a Grandfathered Mirror Pension Benefit.


 


(a)                                  In General.  The Standard Mirror Pension Benefit
calculated in accordance with Section 3.1(2) shall be payable in the
same form and for the same duration as the benefits payable to the Executive
under the Pension Plan; provided, however, that if the form of payment of the
Standard Mirror Pension Benefit selected by the Executive is not a single life
annuity commencing at age 65, the amount of such Benefit shall be adjusted to
an amount which results in a Benefit payable which is the Actuarial Equivalent
of a single life annuity commencing at age 65. An election by an Executive of a
form of payment under the Pension Plan shall be deemed to be an election by
such Executive of the form of his Standard Mirror Pension Benefit.  In the absence of an election by the
Executive of the form of his Standard Mirror Pension Benefit under the Pension
Plan, the form of Standard Mirror Pension Benefit for an unmarried Executive
shall be a single life annuity commencing at age 65, and for a married
Executive shall be a joint and 50% survivor benefit which is the Actuarial
Equivalent of such single life annuity.


 


(b)                                 Lump Sum Election.


 


(i)                                     Notwithstanding the foregoing, an Executive may elect to receive the
Standard Mirror Pension Benefit or to have his Death Beneficiary receive a
Standard Mirror Pre-Retirement Pension Benefit in the form of a single lump sum
payment by filing a notice in writing on a form provided by the Administrator,
signed by the Executive and filed with the Administrator prior to the Executive’s
termination of employment with the Controlled Group because of involuntary
termination, death or Disability, or at least one (1) year prior to the
Executive’s voluntary retirement or termination of employment. Any such
election may be changed at any time and from time to time without the consent
of any existing Death Beneficiary or any other person other than, if
applicable, his spouse, by filing a later signed written election with the
Administrator; provided that any election made less than one (1) year
prior to the Executive’s voluntary retirement or termination of employment
shall not be valid. An Executive’s election of a lump sum payment under this
Subsection shall be controlling with respect to any payment of Standard Mirror
Pre-Retirement Pension Benefits to his Death Beneficiary.  Notwithstanding the foregoing, an Executive
shall be permitted to make an election to receive his Standard Mirror Pension
Benefit in the form of a lump sum payment within the one (1) year period
prior to his voluntary termination if (and only if) the amount of the Standard
Mirror Pension Benefit payable to the Executive is reduced by ten percent
(10%).


 


(ii)                                  The lump sum payment described in paragraph (b)(i) of this
Subsection shall be calculated (A) by converting the Executive’s Standard
Mirror Pension Benefit (calculated in accordance with the provisions of Section 3.1(2))
at the time of the commencement of such Benefit into a lump sum amount of
equivalent actuarial value when computed using the Actuarial Factors for this
purpose, and then applying the ten percent (10%) reduction, if applicable, or


 


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(B) by converting the Death Beneficiary’s
Standard Mirror Pre-Retirement Pension Benefit (calculated in accordance with
the provisions of Section 4.2(1)) at the time of the commencement of such
Benefit into a lump sum amount of equivalent actuarial value when computed
using the Actuarial Factors for this purpose, and then applying the ten percent
(10%) reduction, if applicable.


 


(iii)                               Notwithstanding any provision of this Plan to the contrary, in the event
the equivalent actuarial value of the Executive’s Standard Mirror Pension
Benefit, when computed using the Actuarial Factors specified in Exhibit A
for this purpose, does not exceed $25,000, such Benefit shall be paid in the
form of a single lump sum payment.


 


(c)                                  Cash Balance Mirror Pension
Benefits. 
Notwithstanding any provision of the Plan to the contrary, a Cash
Balance Mirror Pension Benefit calculated in accordance with Section 3.1(3) shall
automatically be paid to the Executive in the form of a single lump sum payment
in an amount equal to the balance in the Executive’s Excess Retirement Account
as the date the payment is processed.


 


(2)                                  Non-Grandfathered
Mirror Pension Benefits.  The
provisions of this Section 3.3(2) shall apply solely with respect to
the portion of an Executive’s vested Mirror Pension Benefit that is a
Non-Grandfathered Mirror Pension Benefit.


 


(a)                                  Normal Form of Payment.  Unless an Executive makes an election
pursuant to Section 3.3(2)(b) or (e), the Executive’s
Non-Grandfathered Mirror Pension Benefit will be paid to the Executive in the
form of annual installment payments payable over a period of ten (10) years,
the amount of which is Actuarially Equivalent to the Mirror Pension Benefit
calculated under Section 3.1.


 


(b)                                 Optional Forms of Payment.  In lieu of the normal form of payment, an
Executive may make or change an election to receive his Non-Grandfathered
Mirror Pension Benefit in one of the following Actuarially Equivalent optional
forms of benefit:


 


(i)                                     A single life
annuity payable monthly to the Executive during the Executive’s life and ending
on the date of the Executive’s death.


 


(ii)                                  A reduced joint
and survivor annuity payable monthly to the Executive during the Executive’s
life, and after the Executive’s death, payable monthly to the Executive’s
spouse who survives the Executive in the amount equal to 50%, 75% or 100% (as
the Executive elects ) of such reduced lifetime monthly amount.


 


(iii)                               A reduced life
and period certain annuity payable monthly to the Executive during the
Executive’s life, with payment thereof guaranteed to be made for a period of
five (5) or ten (10) years, as elected by the Executive, and, in the
event of the Executive’s death before the end of such 5- or 10- year period,
payable in the same reduced amount for the remainder of such 5- or 10- year
period, to the Death Beneficiary designated by the Executive.


 


(iv)                              Annual
installment payments payable to the Executive over a period of five (5) or
ten (10) years, as elected by the Executive.


 


(v)                                 A single lump
sum payment.


 


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(c)                                  Mandatory Lump Sum.  Notwithstanding any provision of the Plan to
the contrary, in the event that the present value of the Executive’s
Non-Grandfathered Mirror Pension Benefit does not exceed $25,000 at the time of
distribution, such Non-Grandfathered Mirror Pension Benefit shall be paid in
the form of a single lump sum payment on the date of the Executive’s Separation
from Service, subject to Section 3.2(2)(d).


 


(d)                                 Election of Optional Form of
Payment.  An election of an optional
form of payment must be in writing (on a form provided by the Administrator)
and must satisfy the following requirements:


 


(i)                                     If an Executive
wishes to elect an optional form of payment under Section 3.3(2)(b) above
(other than the normal form of payment) or, after December 31, 2008,
wishes to change his election made under Section 3.3(2)(e) (other
than an election change described in Section 3.3(2)(d)(ii)), the election
must be filed with the Administrator at least twelve (12) months before the
Executive’s Separation from Service.  The
most recent election on file with the Administrator (that was filed at least
twelve (12) months before the Executive’s Separation from Service and that
remains on file with the Administrator as of the date of Separation from
Service) shall be given effect and become irrevocable on the date of the
Executive’s Separation from Service.  No
election filed less than twelve (12) months before the Executive’s Separation
from Service shall have any force or effect, except as provided in Section 3.3(2)(d)(ii).  The payment pursuant to an election made
under this Section 3.3(2)(d)(i) shall be made or commence on the
first day of the month coincident with or immediately following the fifth
anniversary of the original commencement date specified in Section 3.2(2)(a) or
(b) (as applicable).


 


(ii)                                  An Executive
who elected, pursuant to Section 3.3(2)(d)(i) or 3.3(2)(e), a life
annuity form of payment (within the meaning of the 409A Guidance) described in Section 3.3(2)(b)(i),
(ii) or (iii), may, at any time before the date of Separation from
Service, change that annuity form of payment to an Actuarially Equivalent life
annuity form of payment, provided the commencement date for such annuity, as
specified in, respectively, Section 3.3(2)(d)(i) or Section 3.3(2)(e),
remains unchanged.


 


(e)                                  Transition Elections.  Notwithstanding any provision of the Plan,
any Executive who is an active employee of the Company  or a member of the Controlled Group during
the election period designated by the Administrator, ending no later than December 31,
2008, may make an election to receive his Non-Grandfathered Mirror Pension
Benefit in one of the optional forms specified in Section 3.3(2)(b),
commencing on the date specified in Section 3.3(2)(a) or (b) (as
applicable); provided, however, that such election shall not apply if the
Executive Separates from Service on or before December 31, 2008 and is
subject to the provision of Section 3.2(2)(c).  The transition election must be made in
writing, on a form provided by the Administrator and filed with the
Administrator within the designated transition election period.  The transition election made pursuant to this
paragraph (e) may not cause any amount to be paid in 2008 if not otherwise
payable and may not delay payment of any amount that is otherwise payable in
2008.


 


(f)                                    Coordination of Payment
Elections with SERP.  If an
Executive is also a participant in the SERP, the Executive’s Non-Grandfathered
Mirror Pension Benefit and the Non-Grandfathered SERP Benefit will be paid in
the same form and at the same time.  If
an Executive makes an election of an optional payment form pursuant to Section 3.3(2)(b) of
the Plan or Section 3.4(2)(b) of the SERP, the most recent election
filed with the Administrator under


 


9

















 


either this Plan or the SERP at least twelve (12) months before the
Separation from Service (or, if applicable, at a date specified in paragraph
(d)(ii) of this Subsection) that remains on file with the Administrator on
the date of Separation from Service will govern the form and time of payment
under the Plan.  In the event of
conflicting election forms filed simultaneously under this Plan and the SERP,
the election filed under the SERP shall govern.


 


Section 3.4                                      Death after
Commencement of Non-Grandfathered Mirror Pension Benefits.  If an Executive dies after commencing payment
of his Non-Grandfathered Mirror Pension Benefits under the Plan but before his
entire Non-Grandfathered Mirror Pension Benefit is distributed, payments to the
Executive’s Death Beneficiary (if any) will be made (a) in accordance with
the elected optional form of payment described in Section 3.3(2)(b)(ii) or
(iii) (if elected), or (b) ninety (90) days after the Executive’s
death in the form of a single lump sum, calculated using the Actuarial Factors
in effect on the date of distribution, if the Executive elected one of the
optional forms of payment described in Section 3.3(b)(iv).


 


ARTICLE IV


MIRROR
PRE-RETIREMENT PENSION BENEFIT


 


Section 4.1                                      Eligibility.


 


(1)                                  Grandfathered Mirror Pre-Retirement Pension Benefits.  The Death Beneficiary of an Executive
who dies after attaining eligibility for a pre-retirement death benefit under
the Pension Plan, but prior to commencing to receive Mirror Pension Benefits
hereunder shall be entitled to receive the Mirror Pre-Retirement Pension
Benefits described in Section 4.2(1) in lieu of any other benefits
described in the Plan.


 


(2)                                  Non-Grandfathered
Mirror Pre-Retirement Pension Benefits.  The Death
Beneficiary of an Executive who dies after becoming vested in his Mirror
Pension Benefit but prior to commencing to receive Mirror Pension Benefits
hereunder shall be entitled to receive the Mirror Pre-Retirement Pension
Benefits described in Section 4.2(2) in lieu of any other benefits
described in the Plan.


 


Section 4.2                                      Amount, Form and Timing of Mirror Pre-Retirement Pension Benefits.


 


(1)                                  Grandfathered
Mirror Pension Benefits.  A Death Beneficiary who is eligible for a
Mirror Pre-Retirement Pension Benefit hereunder shall receive the portion of
such Mirror Pre-Retirement Pension Benefit that is based on the Executive’s
Grandfathered Mirror Pension Benefit in accordance with this Subsection (1).


 


(a)                                  Cash Balance Mirror Pre-Retirement Pension Benefits.  A Death Beneficiary who is
eligible for a Cash Balance Mirror Pre-Retirement Pension Benefit shall receive
a Cash Balance Mirror Pre-Retirement Pension Benefit, payable at the same time
as the pre-retirement death benefits and (if applicable) the optional death
benefits described in the Pension Plan, as determined by the Administrator.  The Cash Balance Mirror Pre-Retirement
Pension Benefit shall automatically be paid in the form of a lump sum payment
in an amount equal to the balance in the Executive’s Excess Retirement Account
on the date the payment is processed.


 


(b)                                 Standard Mirror Pre-Retirement Pension Benefits.  A Death Beneficiary who is
eligible for a Standard Mirror Pre-Retirement Pension Benefit shall receive a
Standard Mirror Pre-Retirement Pension Benefit based on the Executive’s
Standard Mirror Pension Benefit hereunder. The Standard Mirror Pre-Retirement
Pension Benefit shall be calculated in accordance with, and payable at the same
time and (except as provided in Section 3.3(1)(b)) in the same manner as,
the pre-retirement death benefits and (if applicable) the optional death
benefits described in the Pension Plan, as determined by the Administrator.


 


10
















 


(2)           Non-Grandfathered Mirror Pre-Retirement Pension
Benefits.  A Death Beneficiary who is
eligible for a Mirror Pre-Retirement Pension Benefit hereunder shall receive the portion of such Mirror Pre-Retirement
Pension Benefit that is based on the Executive’s vested Non-Grandfathered
Mirror Pension Benefit as follows:


 


(a)           Non-Grandfathered
Cash Balance Mirror Pre-Retirement Pension Benefits.  A Death Beneficiary who is eligible for a
Non-Grandfathered Cash Balance Mirror Pre-Retirement Pension Benefit shall
receive such benefit in the form of a lump sum payment in an amount equal to
the portion of the balance in the Executive’s Excess Retirement Account
attributable to the Non-Grandfathered Mirror Pension Benefit on the date the
payment is processed.  The Non-Grandfathered
Cash Balance Mirror Pre-Retirement Pension Benefit shall be paid ninety (90)
days after the Executive’s death.


 


(b)           Non-Grandfathered
Standard Mirror Pre-Retirement Pension Benefits.


 


(i)            If an Executive (A) is
not married on the date of his death, (B) has been married for less than
one year prior to his death and designates a Death Beneficiary other than his
spouse, or (C) has been married for at least one year prior to his death
and the Executive’s spouse consents to the Executive’s designation of a Death
Beneficiary other than the spouse, the Executive’s Death Beneficiary shall
receive his benefit in an amount Actuarially Equivalent to the survivor benefit
determined as if the Executive had Separated From Service on the earlier of the
date of his actual Separation from Service or the date of his death, elected to
receive his Non-Grandfathered Mirror Pension Benefit in the form of a monthly
life annuity with a) a five (5) year
certain survivor benefit if the Executive Separated from Service before
attaining age 55, or b) a ten (10) year
certain survivor benefit, if the Executive had attained age 55 while an
Employee, had survived to age 55 and had died immediately following his payment
commencement date.  The Non-Grandfathered
Standard Mirror Pre-Retirement Pension Benefit shall be paid in the form of an
Actuarially Equivalent single lump sum payment on the first day of the third
month after the later of the date on which the Executive would have attained
age 55 or the date of the Executive’s death.


 


(ii)           If an Executive is
married on the date of his death and paragraph (b)(i) does not apply to
him, then, the Executive’s
surviving spouse shall receive the Non-Grandfathered Standard Mirror
Pre-Retirement Pension Benefit as follows:


 


(A)          If the Executive
Separated from Service before attaining age 55, the Executive’s spouse shall
receive a reduced annuity payable monthly to the Executive’s spouse during his
life, commencing on the first day of the third month following the later of the
date on which the Executive would have attained age 55 or the date of the
Executive’s death and ending on the date of the Executive’s spouse’s death,
calculated as if the had Executive Separated from Service on the earlier of the
date of the Executive’s death or actual Separation from Service, elected a
joint and 50% survivor annuity form of payment described in Section 3.3(2)(b)(ii),
survived to age 55 and died on the date following the payment commencement
date.


 


(B)           If the Executive had
attained age 55 while an Employee, the Executive’s spouse shall receive a
reduced annuity payable monthly to


 


11

















 


the Executive’s spouse during his life, commencing on the first day of
the of the third month after the date of the Executive’s death, calculated as
if the Executive had died immediately after commencing payments in the form of
an immediate joint and 100% survivor annuity form of payment described in Section 3.3(2)(b)(ii).


 


(C)           Notwithstanding the
foregoing, if the present value of the Non-Grandfathered Standard Mirror
Pre-Retirement Pension Benefit under this paragraph (b)(ii) does not
exceed $25,000, such benefit will be distributed to the Executive’s Death
Beneficiary in the form of an Actuarially Equivalent single lump sum on the
first day of the third month following the later of the date on which the
Executive would have attained age 55 or the date of the Executive’s death.


 


ARTICLE
V


VESTING


 


Section 5.1             Vesting.


 


(1)           In
General. Except as provided in Subsection (2) and (3) of this
Section, an Executive or Death Beneficiary shall become vested in the Mirror
Pension Plan Benefits in accordance with the vesting provisions of the Pension
Plan.


 


(2)           Forfeiture Provision.


 


(a)           Notwithstanding the provisions of Subsection (1) hereof,
but subject to the requirements of paragraph (b) of this Subsection, the
Employers shall be relieved of any obligation to pay or provide any future
Mirror Pension Benefits and Mirror Pre-Retirement Pension Benefits under this
Plan and shall be entitled to recover amounts already distributed if, without
the written consent of the Company, the Executive, whether before or after
termination with the Controlled Group (i) participates in dishonesty,
fraud, misrepresentation, embezzlement or deliberate injury or attempted
injury, in each case related to the Company or a Controlled Group member, (ii) commits
any unlawful or criminal activity of a serious nature, (iii) commits any
intentional and deliberate breach of a duty or duties that, individually or in
the aggregate, are material in relation to the Executive’s overall duties or (iv) materially
breaches any confidentiality or noncompete agreement entered into with the
Company or a Controlled Group member. 
The Employers shall have the burden of proving that one of the foregoing
events have occurred.


 


(b)           Notwithstanding
the foregoing, an Executive shall not forfeit any portion of his Mirror Pension
Benefits or Mirror Pre-Retirement Pension Benefits under paragraph (a) of
this Subsection unless (i) the Executive receives reasonable notice in
writing setting forth the grounds for the forfeiture, (ii) if requested by
the Executive, the Executive (and/or the Executive’s counsel or other
representative) is granted a hearing before the full Board of Directors of the
Company (the “Board”) and (iii) a majority of the members of the full
Board determine that the Executive violated one or more of the provisions of
paragraph (a) of this Subsection.


 


(3)           Acceleration of Vesting.       Notwithstanding the
provisions of Subsection (1) hereof, the Mirror Pension Benefits of the
Executives (a) who are employed by the Controlled Group on the date of a
Change in Control or (b) whose employment with the Company was terminated
prior to a Change in Control but the Executive reasonably demonstrates that the
termination occurred at the request


 


12

















 


of a third party who has
taken steps reasonably calculated to effect the Change in Control, shall become
immediately 100% vested upon the occurrence of such Change in Control.


 


ARTICLE
VI


AMENDMENT AND TERMINATION


 


Section 6.1             Effect
of Amendment and Termination. 
Notwithstanding any provision of the Plan (including the Administrative
Document) to the contrary, no amendment or termination of the Plan shall,
without the consent of the Executive (or, in the case of his death, his Death
Beneficiary), adversely affect the vested Mirror Pension Benefit or vested
Mirror Pre-Retirement Pension Benefit under the Plan of any Executive or Death
Beneficiary as such Benefit exists on the date of such amendment or
termination; provided, however, that this limitation shall not apply to the
extent deemed necessary by the Company to comply with the requirements of the
409A Guidance.


 


Section 6.2             Limitation on Payments and
Benefits.  Notwithstanding any
provision of this Plan to the contrary, if any amount or benefit to be paid or
provided under this Plan or any other plan or agreement between the Executive
and a Controlled Group member would be an “Excess Parachute Payment,” within
the meaning of Code Section 280G, or any successor provision thereto, but
for the application of this sentence, then the payments and benefits to be paid
or provided under this Plan shall be reduced to the minimum extent necessary
(but in no event to less than zero) so that no portion of any such payment or
benefit, as so reduced, constitutes an Excess Parachute Payment; provided,
however, that the foregoing reduction shall be made only if and to the
extent that such reduction would result in an increase in the aggregate payment
and benefits to be provided to the Executive, determined on an after-tax basis
(taking into account the excise tax imposed pursuant to Code Section 4999,
or any successor provision thereto, any tax imposed by any comparable provision
of state law, and any applicable federal, state and local income taxes).  If requested by the Executive or the Company,
the determination of whether any reduction in such payments or benefits to be
provided under this Plan or otherwise is required pursuant to the preceding
sentence shall be made by the Company’s independent accountants, at the expense
of the Company, and the determination of the Company’s independent accountants
shall be final and binding on all persons. 
The fact that the Executive’s right to payments or benefits may be
reduced by reason of the limitations contained in this Section 6.2 shall
not of itself limit or otherwise affect any other rights of the Executive
pursuant to this Plan.  The Executive’s
benefit will be reduced only to the extent that the reduction in any cash
payments due to the Executive and in the Executive’s SERP Benefits is
insufficient to reduce or eliminate Excess Parachute Payment as described in
this Section.  The Executive’s
Non-Grandfathered Mirror Pension Benefit (if any) shall be reduced if required
by this section before any Grandfathered Mirror Pension Benefit is reduced.


 


Section 6.3             Establishment of Trust Fund.


 


(1)           In General.  The Plan is intended to be an unfunded,
non-qualified retirement plan.  However,
the Company may enter into a trust agreement with a trustee to establish a
trust fund (the “Trust Fund”) and to transfer assets thereto (or cause assets
to be transferred thereto), subject to the claims of the creditors of the
Employers, pursuant to which some or all of the Mirror Pension Benefits and
Mirror Pre-Retirement Pension Benefits shall be paid.  Payments from the Trust Fund shall discharge
the Employers’ obligation to make payments under the Plan to the extent that
Trust Fund assets are used to satisfy such obligations.


 


(2)           Upon a Change in Control.


 


(a)           Within thirty (30) business days of
the occurrence of a Change in Control, to the extent it has not already done
so, the Company shall be required to establish an irrevocable Trust Fund for
the purpose of paying Mirror Pension Benefits and Mirror Pre-Retirement Pension


 


13

















 


Benefits. 
Except as described in the following sentence, all contributions to the
Trust Fund shall be irrevocable and the Company shall not have the right to
direct the trustee to return to the Employers, or divert to others, any of
the  assets of the Trust Fund until after
satisfaction of all liabilities to all of the Executives and their Death
Beneficiaries under the Plan.  Any assets
deposited in the Trust Fund shall be subject to the claims of the creditors of
the Employers and any excess assets remaining in the Trust Fund after
satisfaction of all liabilities shall revert to the Company.


 


(b)           In addition to the requirements
described in paragraph (a) above, the Trust Fund which becomes effective
on the Change in Control shall be subject to the following additional
requirements:


 


(i)            the
Trustee of the Trust Fund shall be a third party corporate or institutional
trustee;


 


(ii)           the
Trust Fund shall satisfy the requirements of a grantor trust under the Code;
and


 


(iii)          the Trust Fund
shall automatically terminate (A) in the event that it is determined by a
final decision of the United States Department of Labor (or, if an appeal is
taken therefrom, by a court of competent jurisdiction) that by reason of the
creation of, and a transfer of assets to, the Trust, the Trust is considered “funded”
for purposes of Title I of ERISA or (B) in the event that it is determined
by a final decision of the Internal Revenue Service (or, if an appeal is taken
therefrom, by a court of competent jurisdiction) that (I) a transfer of
assets to the Trust is considered a transfer of property for purposes of Code Section 83
or any successor provision thereto, or (II) pursuant to Code Section 451
or 409A or any successor provision thereto, amounts are includable as
compensation in the gross income of a Trust Fund beneficiary in a taxable year
that is prior to the taxable year or years in which such amounts would
otherwise be actually distributed or made available to such beneficiary by the
trustee.  Upon such termination of the
Trust, all of the assets in the Trust Fund attributable to the accrued Mirror
Pension Plan Benefits shall be immediately distributed to the Executives, but
only to the extent and in the manner permitted by the 409A Guidance, and the
remaining assets, if any, shall revert to the Company.


 


(c)           Within five (5) days following
establishment of the Trust Fund, the Company shall transfer (or cause the
Employers to transfer) to the trustee of such Trust Fund an amount equal to the
equivalent actuarial present value of the Mirror Pension Benefits and Mirror
Pre-Retirement Pension Benefits which have been accrued as of the date of the
Change in Control on behalf of all of the Executives under the Plan (using the
Actuarial Factors specified in Exhibit A for this purpose).


 


(d)           In January of each year
following a funding of the Trust Fund pursuant to paragraph (c) above, the
Company shall cause to be deposited in the Trust Fund such additional amount
(if any) by which the aggregate equivalent actuarial present value (determined
using the Actuarial Factors specified in Exhibit A) of the sum of the
Mirror Pension Benefits and Mirror Pre-Retirement Pension Benefits for all
Executives under the Plan as of December 31 of the preceding year exceeds
the fair market value of the assets of the Trust Fund as of such date.


 


(e)           Notwithstanding the foregoing, an
Employer shall not be required to make any contributions to the Trust Fund if
the Employer is insolvent at the time such contribution is required.


 


14

















 


(f)            The Administrator shall notify the
trustee of the amount of Mirror Pension Benefits and Mirror Pre-Retirement
Pension Benefits to be paid to or on behalf of the Executive from the Trust
Fund and shall assist the trustee in making distribution thereof in accordance
with the terms of the Plan.


 


(g)           Notwithstanding any provision of the
Plan or the Administrative Document to the contrary, the provisions of this Section 6.3(2) hereof
(i) may not be amended following a Change in Control and (ii) prior
to a Change in Control may only be amended (A) with the written consent of
each of the Executives or (B) if the effective date of such Amendment is
at least two (2) years following the date the Executives were given
written notice of the adoption of such amendment; provided, however, that this
limitation shall not apply to any amendment that is deemed necessary or
reasonable (as determined in the sole discretion of the Committee) to comply
with the requirements of the 409A Guidance.


 


IN WITNESS WHEREOF, Ecolab Inc. has executed this Mirror Pension Plan
and has caused its corporate seal to be affixed this 19th day of December, 2008.


 


	
   

  	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven L. Fritze

  
	
   

  	
   

  	
   

  	
  Steven L. Fritze

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
  (Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Lawrence T. Bell

  	
   

  	
   

  
	
  Lawrence T. Bell

  	
   

  	
   

  
	
  General Counsel and Secretary

  	
   

  	
   

  



 


15

















 


EXHIBIT A


 


ACTUARIAL ASSUMPTIONS

FOR STANDARD MIRROR PENSION BENEFITS

AND STANDARD MIRROR PRE-RETIREMENT PENSION
BENEFITS


 


	
  1.   Interest Rate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.  For lump sum

  	
   

  	
  The interest rate will be 125% of the 10-year Treasury rate for the
  month of October preceding the Plan Year (i.e., January 1)
  (1) in which the retirement or other termination of employment is
  effective if the Mirror Pension Benefit is to commence immediately following
  such retirement or termination of employment or (2) in which the
  distribution becomes payable if the payment is to be deferred.

  
	
   

  	
   

  	
   

  
	
  B.  General Actuarial
  Equivalence

  	
   

  	
  7.5% except as provided in item
  4 below.

  
	
   

  	
   

  	
   

  
	
  2.   Mortality:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.  For Lump Sum

  	
   

  	
  Revenue Ruling 2001-62 prescribed
  table. (The basis is the 1994 unisex pension tables)

  
	
   

  	
   

  	
   

  
	
  B.  General Actuarial
  Equivalence

  	
   

  	
  1971 Group Annuity Table

  
	
   

  	
   

  	
   

  
	
  3.   Annuity
  Values Weighted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.  For Lump Sum

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  B.  General Actuarial
  Equivalence

  	
   

  	
  75% male, 25% female

  



 

















 


	
   

  	
   

  	
   

  
	
  4.   Early Commencement

  	
   

  	
  The Mirror Pension Benefit shall be reduced by one two hundred
  eightieth (1/280th) for each month that the date of the commencement of
  payment precedes the date on which the Executive will attain age sixty-two
  (62).  If the Executive’s Ecolab
  Pension Plan benefit is affected by Section 415 of the Code, the
  Administrator shall make such further adjustments to the Mirror Pension
  Benefit as the Administrator, in his or her sole discretion, deems
  appropriate to ensure that the total early retirement benefit from the Ecolab
  Pension Plan and the Ecolab Mirror Pension Plan equals the early retirement
  benefit the Executive would have been entitled to under the Ecolab Pension
  Plan without regard to the Code Limitations and non-qualified deferrals.

  
	
   

  	
   

  	
  If payment is in the form of a single lump sum, the lump sum amount
  shall be based on the lump sum interest rate defined in item 1 above, the
  mortality assumptions specified in items 2 and 3 above, and the “early
  retirement benefit” immediate annuity amount as determined under this item
  4..

  



 


	
  ACTUARIAL ASSUMPTIONS

  FOR CASH BALANCE MIRROR PENSION BENEFITS

  AND CASH BALANCE MIRROR PRE-RETIREMENT
  PENSION BENEFITS

  
	
   

  
	
  1.   Interest Rate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.   Convert Retirement
  Account into an Annuity

  	
   

  	
  The applicable interest rate(s), within the meaning of Code section
  417(e), as specified by the Commissioner of Internal Revenue for the second
  full calendar month preceding the first day of the Plan Year during which the
  distribution is made. (Used to determine an actuarially equivalent amount
  payable immediately as a single-life annuity benefit.)

  
	
  B.   General Actuarial
  Equivalence

  	
   

  	
  7.5%.

  
	
   

  	
   

  	
   

  
	
  2.            Mortality:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.   Convert Retirement
  Account into an Annuity

  	
   

  	
  The applicable mortality table, within the meaning of Code section
  417(e), in effect as of the date of distribution as prescribed by the
  Commissioner of Internal Revenue (described in section 807(d)(5)(A) of
  the Internal Revenue Code). (Used to determine an actuarially equivalent
  amount payable immediately as a single-life annuity benefit.)

  
	
  B.   General Actuarial
  Equivalence

  	
   

  	
  Revenue Ruling 2001-62 prescribed table. (The basis is the 1994
  unisex pension tables.)

  



 


2

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I    Preface

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Effective Date

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.2

  	
  Purpose of the Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.3

  	
  Administrative Document

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 1.4

  	
  American Jobs Creation Act of
  2004 (AJCA)

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II    definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  “Actuarial Equivalent” or
  “Actuarially Equivalent.”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.2

  	
  “Actuarial Factors”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.3

  	
  “Code Limitations”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.4

  	
  “Death Beneficiary”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.5

  	
  “Disability”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.6

  	
  “Executive”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.7

  	
  “Grandfathered Mirror Pension
  Benefit”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.8

  	
  “Mirror Savings Plan”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.9

  	
  “Mirror Pension Benefit”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.10

  	
  “Mirror Pre-Retirement
  Pension Benefit”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.11

  	
  “Non-Grandfathered Mirror
  Pension Benefit”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.12

  	
  “Plan”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.13

  	
  “Separation from Service” or
  to “Separate from Service”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.14

  	
  “SERP”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.15

  	
  “SERP Benefit”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.16

  	
  “Specified Employee”

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III    MIRROR
  PENSION BENEFITS

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Amount of Mirror Pension
  Benefits

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 3.2

  	
  Time of Payment

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 3.3

  	
  Form of Payment of
  Mirror Pension Benefits

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 3.4

  	
  Death after Commencement of
  Non-Grandfathered Mirror Pension Benefits

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV    MIRROR
  PRE-RETIREMENT PENSION BENEFIT

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Eligibility

  	
  10

  



 


i

















 


TABLE OF
CONTENTS


(continued)


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 4.2

  	
  Amount, Form and Timing
  of Mirror Pre-Retirement Pension Benefits

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE V    VESTING

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Vesting

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE    VI    
  AMENDMENT AND TERMINATION

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Effect of Amendment and
  Termination

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 6.2

  	
  Limitation on Payments and
  Benefits

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 6.3

  	
  Establishment of Trust Fund

  	
  13

  



 


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