exv10w60








EXHIBIT 10.60




AMENDMENT NO. 2 TO THE

APPLIED MATERIALS, INC.

2005 EXECUTIVE DEFERRED COMPENSATION PLAN





     APPLIED MATERIALS, INC., having adopted the Applied Materials, Inc. 2005 Executive Deferred
Compensation Plan (the “Plan”) effective as of January 1, 2005, having amended and restated the
Plan effective as of July 11, 2007, and having amended the restated Plan on one subsequent
occasion, hereby again amends the restated Plan, as follows:



     1. Section 2.1.5 is amended in its entirety to read as follows:




     “2.1.5 Performance-Based Compensation. Notwithstanding the foregoing
provisions of this Section 2.1, if the Committee (in its discretion) determines that
the Eligible Bonus portion(s) (if any) of an Eligible Employee’s Compensation
qualifies as bonus compensation that is based on services performed over a period of
at least twelve (12) months, as determined under Internal Revenue Service Notice
2005-1, Q/A-22, or (effective as of January 1, 2009) “performance-based
compensation,” as determined under section 409A of the Code and Treasury regulation
section 1.409A-1(e) (“Performance-Based Compensation”), then the Eligible Employee’s
Compensation Deferral election with respect to such Bonus(es), if any, may be made
at such time as is permitted by the Committee, but not later than the date that is
six (6) months before the end of the performance/service period. In order for such
Employee to be eligible to make a Compensation Deferral election with respect to any
Performance-Based Compensation in accordance with the deadline established in this
Section 2.1.5, however, he or she must have performed services continuously from the
later of the beginning of the performance period for such Compensation or the date
on which the performance criteria for such Compensation was established through the
date on which such election is made; provided, however, that no such election may be
made after such Compensation has become readily ascertainable.”



     2. Section 2.18 is amended by adding the following sentence at the end thereof:





“Any Compensation Deferral election made in accordance with this Section 2.1 will
become irrevocable effective as of the deadline specified by the Committee, except
as otherwise specified in the Plan.”



     3. Effective as of December 9, 2007, Section 7.2 is amended in its entirety to read as
follows:



 









 








     “7.2 Committee Membership. The Plan will be administered on behalf of the
Company by a Committee consisting of employees of the Company who hold the following
titles or positions (“Specified Positions”): (a) Vice President, Global Rewards (the
“VP, Global Rewards”); (b) Corporate Controller; (c) Corporate Treasurer; (d)
Managing Director, Treasury; and (e) Director, Global Benefits. However, if any
member of the Committee who holds a Specified Position (the “Prior Position”) is
promoted such that he or she holds a higher title or position within his or her same
department or unit (the “Successor Position”), the Successor Position will replace
the Prior Position as a Specified Position under the Plan, except as otherwise may
be determined by the VP, Global Rewards. The VP, Global Rewards also may appoint to
Committee membership one additional employee of the Company. Any appointed member
of the Committee may be removed by the VP, Global Rewards at any time.
Notwithstanding the foregoing, no member of the Committee may be an individual who
reports directly to the Chief Executive Officer of the Company.”



     4. A new Section 5.14 is added immediately after Section 5.13 to read as follows:




     “5.14 Designated Payment Date. Notwithstanding any contrary Plan provision,
any payment that is scheduled to be made to a Participant under the Plan on a
Payment Date or anniversary thereof (the “Designated Payment Date”) shall be made no
later than (a) the end of the Participant’s taxable year that includes the
Designated Payment Date, or (b) if later, the fifteenth (15th) day of the
third calendar month immediately following the Designated Payment Date. In no
event, however, shall the Participant be permitted, directly or indirectly, to
designate the taxable year of such payment.”



     5. Except as otherwise specified above, this Amendment No. 2 to the restated Plan will be
effective as of January 1, 2005.



     IN WITNESS WHEREOF, Applied Materials, Inc., by its duly authorized officer, has executed this
Amendment No. 2 to the restated Plan on the date specified below.



	 	 	 	 	 	 
	 	APPLIED MATERIALS, INC.

 	 
		By 	
  /s/ Ron Miller 	 
		 	Title:  Corporate Vice President,
Global Rewards	 
		 	 	 
		 				
	 	Date: December 19, 2008
 	 





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