EXHIBIT 10.29


 


SPX CORPORATION

SUPPLEMENTAL INDIVIDUAL ACCOUNT

RETIREMENT PLAN


 


As Amended and
Restated Effective October 21, 2008


 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE I DEFINITIONS

  	
  2

  
	
  1.1

  	
  Account Balance

  	
  2

  
	
  1.2

  	
  Accrued Benefit

  	
  2

  
	
  1.3

  	
  Act

  	
  2

  
	
  1.4

  	
  Actuarial Equivalent

  	
  2

  
	
  1.5

  	
  Affiliated Company or
  Affiliate

  	
  3

  
	
  1.6

  	
  Beneficiary

  	
  3

  
	
  1.7

  	
  Board

  	
  3

  
	
  1.8

  	
  Code

  	
  3

  
	
  1.9

  	
  Committee

  	
  3

  
	
  1.10

  	
  Company

  	
  4

  
	
  1.11

  	
  Excess Participant

  	
  4

  
	
  1.12

  	
  Former Accrued Benefit

  	
  4

  
	
  1.13

  	
  Grandfathered Benefit

  	
  4

  
	
  1.14

  	
  GSX Transition Benefit

  	
  4

  
	
  1.15

  	
  Initial Account Balance

  	
  4

  
	
  1.16

  	
  Interest Accruals

  	
  4

  
	
  1.17

  	
  Interest Accrual Rate

  	
  4

  
	
  1.18

  	
  Normal Retirement Age

  	
  4

  
	
  1.19

  	
  Normal Retirement Date

  	
  5

  
	
  1.20

  	
  Participant

  	
  5

  
	
  1.21

  	
  Plan

  	
  5

  
	
  1.22

  	
  Principal Accruals

  	
  5

  
	
  1.23

  	
  Qualified Plan

  	
  5

  
	
  1.24

  	
  Qualified Plan
  Retirement Benefit

  	
  5

  
	
  1.25

  	
  Qualified Plan
  Preretirement Death Benefit

  	
  6

  
	
  1.26

  	
  Supplemental Plan
  Preretirement Death Benefit

  	
  6

  
	
  1.26A

  	
  Supplemental Retirement
  Benefit

  	
  6

  
	
  1.26B

  	
  Non-409A Supplemental
  Retirement Benefit

  	
  6

  
	
  1.26C

  	
  409A Supplemental
  Retirement Benefit

  	
  6

  
	
  1.27

  	
  Surviving Spouse

  	
  6

  
	
  1.28

  	
  Top Hat Participant

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE II ELIGIBILITY

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE III SUPPLEMENTAL
  RETIREMENT BENEFITS

  	
  8

  
	
  3.1

  	
  Amount

  	
  8

  
	
  3.2

  	
  Form of Non-409A
  Supplemental Retirement Benefit

  	
  8

  
	
  3.3

  	
  Commencement of
  Non-409A Supplemental Retirement Benefit

  	
  8

  
	
  3.4

  	
  Approval of Company

  	
  9

  
	
  3.4A

  	
  Form and Timing of
  409A Supplemental Retirement Benefits

  	
  9

  
	
  3.5

  	
  Actuarial Equivalent

  	
  10

  
	
  3.6

  	
  Source of Benefit
  Payments

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV SUPPLEMENTAL PLAN
  PRERETIREMENT DEATH BENEFIT

  	
  11

  



 


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  4.1

  	
  Amount

  	
  11

  
	
  4.2

  	
  Form and
  Commencement of Benefit

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE V ADMINISTRATION OF THE
  PLAN

  	
  12

  
	
  5.1

  	
  Administration by the
  Company

  	
  12

  
	
  5.2

  	
  General Powers of
  Administration

  	
  12

  
	
  5.3

  	
  409A Compliance

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI AMENDMENT OR
  TERMINATION

  	
  13

  
	
  6.1

  	
  Amendment or
  Termination

  	
  13

  
	
  6.2

  	
  Effect of Amendment or
  Termination

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII GENERAL PROVISIONS

  	
  14

  
	
  7.1

  	
  Funding

  	
  14

  
	
  7.2

  	
  General Conditions

  	
  14

  
	
  7.3

  	
  No Guaranty of Benefits

  	
  14

  
	
  7.4

  	
  No Enlargement of
  Employee Rights

  	
  14

  
	
  7.5

  	
  Spendthrift Provision

  	
  14

  
	
  7.6

  	
  Applicable Law

  	
  14

  
	
  7.7

  	
  Small Benefits

  	
  14

  
	
  7.8

  	
  Incapacity of Recipient

  	
  15

  
	
  7.9

  	
  Corporate Successor

  	
  15

  
	
  7.10

  	
  Unclaimed Benefit

  	
  15

  
	
  7.11

  	
  Limitations on
  Liability

  	
  15

  
	
  7.12

  	
  Duties of Participants,
  Beneficiaries, and Surviving Spouses

  	
  15

  
	
  7.13

  	
  Taxes and Withholding

  	
  15

  
	
  7.14

  	
  Treatment for other
  Compensation Purposes

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII CHANGE-OF-CONTROL

  	
  17

  
	
  8.1

  	
  Definition of
  Change-of-Control

  	
  17

  
	
  8.1A

  	
  Definition of 409A
  Change-of-Control

  	
  18

  
	
  8.2

  	
  Benefit Rights Upon
  Change-of-Control

  	
  19

  
	
  8.3

  	
  Excess Parachute
  Payments by the Company

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX SPECIAL PROVISIONS

  	
  22

  
	
  9.1

  	
  Former Participants in
  the General Signal Corporation Supplemental Retirement Plan

  	
  22

  
	
  9.2

  	
  Certain Former General
  Signal Participants Eligible for Transition Benefits

  	
  22

  



 


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SPX CORPORATION

SUPPLEMENTAL INDIVIDUAL ACCOUNT RETIREMENT PLAN


 


The SPX Corporation Supplemental Individual Account
Retirement Plan, formerly known as the Excess and Top Hat Benefit Plan No. 3
(the “Plan”) was adopted effective January 1, 1984, amended from time to
time thereafter and is now amended and restated, effective as of October 21,
2008.  The Plan is established and
maintained by SPX Corporation for the purpose of providing benefits in excess
of the limitations on benefits imposed by Sections 401(a)(17) and 415 of
the Internal Revenue Code for certain of its employees who participate in the
SPX Corporation Individual Account Retirement Plan.


 


The provisions of this Plan are only applicable to
Participants in the employ of SPX Corporation on or after the effective date of
such provisions. Participants who terminated prior to that date (or the
Surviving Spouses or Beneficiaries of such Participants) shall be eligible for
benefits, if any, under the terms of the Plan then in effect, or as
subsequently amended such that the amended terms apply to such persons.


 


1













 


ARTICLE I


DEFINITIONS


 


Whenever used herein the following terms shall have
the meanings hereinafter set forth. 
Words in the masculine gender shall include the feminine and the
singular shall include the plural, and vice versa, unless qualified by the
context.  Any headings used herein are
included for ease of reference only, and are not to be construed so as to alter
the terms hereof.


 


1.1                                 “Account Balance” means the value of
a Participant’s benefit payable under this Plan on or after July 1, 1997,
expressed as a lump sum.  A Participant’s
Account Balance at any time shall be the sum of the following:


 


(i)                                     Initial
Account Balance (if any);


 


(ii)                                  Principal
Accruals; and


 


(iii)                               Interest
Accruals.


 


1.2                                 “Accrued Benefit” has the following
meaning with respect to the methods of determining a benefit under this Plan as
may apply to a specific Participant:


 


(1)                                  Account Balance.  An Accrued Benefit based on a Participant’s
Account Balance means the Participant’s Account Balance at any time, and the
immediate single life annuity which is the Actuarial Equivalent of the
Participant’s Account Balance at such time. 
For any Participant who terminates employment before he attains his
Normal Retirement Age, and who elects to leave his Account Balance in the Plan,
Accrued Benefit means that Participant’s Account Balance at the time of
termination of employment plus Interest Accruals to the date of distribution,
and the immediate single life annuity which is the Actuarial Equivalent of the
Participant’s Account Balance at such time.


 


(2)                                  Grandfathered Benefit.  An Accrued Benefit based on a Participant’s
Grandfathered Benefit, described in Section 1.13.


 


A
Participant’s Accrued Benefit shall be payable only in those optional forms of
benefit which pertain (as provided under the Qualified Plan) to the Account
Balance or Grandfathered Benefit (whichever is applicable).


 


1.3                                 “Act” means the Employee Retirement
Income Security Act of 1974, as amended from time to time, and any regulations
relating thereto.


 


1.4                                 “Actuarial Equivalent” means a
benefit having the same value as the benefit it replaces, as defined in this
subsection.  Actuarial equivalency shall
be determined on the basis of the following assumptions:


 


(1)                                  For
purposes of (i) converting an Account Balance to a single life annuity, or
(ii) converting a single life annuity to a lump sum, or (iii) converting
a lump sum (other than an Account Balance) to a single life annuity, the
applicable actuarial assumptions set forth under Section 2.1(c)(1) of
the Qualified Plan shall be utilized.


 


2













 


(2)                                  For
purposes of converting a single life annuity (i) into a joint and 50%
survivor annuity, or (ii) into any optional form of benefit (excluding
lump sums), the actuarial factors set forth in Appendix A of the Qualified
Plan (as amended, if applicable) shall be applied.


 


(3)                                  For
all other purposes under the Plan, mortality shall be based upon the mortality
assumptions set forth in the mortality table commonly described as “UP-1984,”
as published, and the assumed interest rate shall be 5% per year.


 


1.5                                 “Affiliated Company” or “Affiliate” means
any corporation, trade or business entity which is a member of a controlled
group of corporations, trades or businesses, or an affiliated service group, of
which the Company is also a member, as provided in Code Sections 414(b),
(c), (m) or (o).


 


1.6                                 “Beneficiary” means a Participant’s
beneficiary under the Qualified Plan with respect to a Participant’s Non-409A
Supplemental Retirement Benefit (or, if applicable, the Supplemental Plan
Preretirement Death Benefit payable under the first paragraph of Section 4.2).


 


With
respect to a Participant’s 409A Supplemental Retirement Benefit (or, if
applicable, the Supplemental Plan Preretirement Death Benefit payable under the
second paragraph of Section 4.2), “Beneficiary” means any person or persons
designated by a Participant to receive such benefits payable in the event of
the Participant’s death before benefits under the Plan begin, or to receive the
survivor benefits under any joint and survivor benefit option or period certain
benefit option after benefits under the Plan begin.  A married Participant may elect at any time
to designate a non-spouse Beneficiary or to revoke any such election at any
time.  An election by a Participant to
designate a non-spouse Beneficiary shall not take effect unless the Participant’s
spouse consents in writing to such election, such consent acknowledges the
effect of such an election and the consent is witnessed by a representative of
the Plan or a notary public, unless the Participant establishes to the satisfaction
of the Committee that such consent may not be obtained because there is no
spouse, the spouse cannot be located or due to other circumstances.  The consent by a spouse shall be irrevocable
and shall be effective only with respect to that spouse.  Any separate designation of a Beneficiary
under this Plan shall not be effective for any purpose unless and until it has
been filed by the Participant with the Committee on a form approved by the
Committee.  A Participant may, from time
to time, on a form approved by and filed with the Committee, change the
Beneficiary, provided that once benefit payments have commenced to be paid to a
Participant, his designation of a Beneficiary may only be changed for the
period certain option.  If payments under
a period certain benefit option have commenced to a Participant’s designated
Beneficiary and the Beneficiary dies before all payments under such form of
payment have been made, any remaining payments shall be made to the Beneficiary’s
estate.


 


1.7                                 “Board” means the Board of Directors
of the Company.


 


1.8                                 “Code” means the Internal Revenue
Code of 1986, as amended from time to time, and any regulations relating
thereto.


 


1.9                                 “Committee” means the Compensation
Committee of the Board.


 


3













 


1.10                           “Company” means SPX Corporation, a
Delaware corporation, or, to the extent provided in Section 7.9 below, any
successor corporation or other entity resulting from a reorganization, merger
or consolidation into or with the Company, or a transfer or sale of
substantially all of the assets of the Company.


 


1.11                           “Excess Participant” means a
Qualified Plan participant whose benefit is limited by reason of the
application of Code Section 415, as in effect on the date that Qualified
Plan Retirement Benefits commence.


 


1.12                           “Former Accrued Benefit” means (1) a
Participant’s accrued Normal Retirement Benefit as of June 30, 1997 under
the Qualified Plan payable in the form of a single life annuity at the
Participant’s Normal Retirement Age (or, if later, payable on June 30,
1997), based on the terms of this Plan as in effect on June 30, 1997, or (2) the
accrued Normal Retirement Benefit as of the date that benefits under a Prior
Plan were converted to Account Balances under this Plan.


 


1.13                           “Grandfathered Benefit” means the
alternative benefit formula under the Qualified Plan applicable to Participants
who had a combination of age and service of at least 50 with at least
10 years of service under the Qualified Plan on June 30, 1997, which
may be elected instead of such a Participants’ Account Balance under the
Qualified Plan.


 


1.14                           “GSX Transition Benefit” means the
special transition benefit payable with respect to the Qualified Plan account
balance of certain Participants who were formerly covered by the General Signal
Corporation Benefits Plan as referenced in Section 9.2.


 


1.15                           “Initial Account Balance” means the
Actuarial Equivalent of a Participant’s Former Accrued Benefit, expressed as a
lump sum on July 1, 1997 with respect to employees who were participants
in the Qualified Plan on that date or the date on which a Participant’s benefit
under any other Prior Plan which is now part of the Qualified Plan was
converted to an Actuarial Equivalent Account Balance.  A Participant’s Initial Account Balance
(determined as if the Plan terminated on July 1, 1997, or on the
applicable Prior Plan conversion date) shall be no less than the Actuarial
Equivalent of the Participant’s Accrued Benefit under this Plan or a Prior Plan
determined as if this Plan or a Prior Plan had terminated on the conversion
date.


 


1.16                           “Interest Accruals” means the
additions to a Participant’s Account Balance determined with the Interest
Accrual Rate below and in accordance with the methodology utilized under the
Qualified Plan for the Interest Credits thereunder.


 


1.17                           “Interest Accrual Rate” means the
rate of interest (determined once each Plan Year) at which a Participant’s
Account Balance is deemed to grow.  For
any Plan Year, the Interest Accrual Rate shall be the interest rate paid on
five-year United States Treasury Notes (Constant Maturities) in effect as of
the last business day of November of the immediately preceding Plan Year.


 


1.18                           “Normal Retirement Age” means the
earlier of (a) the date a Participant has attained his Social Security
Unreduced Retirement Age (as defined under the Qualified Plan), or (b) the
date when he has both attained his 65th birthday and completed five years of
Continuous Service under the Qualified Plan.


 


4













 


1.19                           “Normal Retirement Date” means the
first day of the month coinciding with or next following the date on which a
Participant terminates employment with the Company because of his normal
retirement under the Qualified Plan on or after attainment of his Normal
Retirement Age.


 


1.20                           “Participant” means an employee of
the Company or of an Affiliated Company who is a participant under the
Qualified Plan (or any successor or replacement to the Qualified Plan) and to
whom or with respect to whom a benefit is payable under this Plan.  When used in the Plan, Participants are
either “Excess Participants” or “Top Hat Participants.”  The term “Participant” shall refer only to
Top Hat Participants unless otherwise specified.  Notwithstanding the foregoing, the term
Participant shall not include any participant in the Qualified Plan, whose
participation in the Qualified Plan is a result of a plan merger or transfer of
assets and liabilities effected on or after January 1, 2001.


 


1.21                           “Plan” means the SPX Corporation
Supplemental Individual Account Retirement Plan.


 


1.22                           “Principal Accruals” mean the
additions made to a Participant’s Account Balance equivalent to those which
would have been made under the Qualified Plan, absent the limits on
compensation imposed by Code Section 401(a)(17), or any successor section
of the Code, and provided that any deferrals of compensation made pursuant to
the SPX Corporation Supplemental Retirement Savings Plan shall be includable in
the determination of such compensation. 
Any qualified plan supplemental accruals shall reduce the amount of
Principal Accruals under this Plan.


 


1.23                           “Qualified Plan” means the SPX
Corporation Individual Account Retirement Plan (formerly known as Pension Plan No. 3)
and each predecessor, successor or replacement to the said Qualified Plan, and
any plan which has been merged into the Qualified Plan (a “Prior Plan”) where
Prior Plan Accrued Benefits have been converted to an Initial Account Balance.


 


1.24                           “Qualified Plan Retirement Benefit” means
the aggregate benefit payable to a Participant pursuant to the Qualified Plan
(including any portion to be paid to an alternate payee pursuant to a qualified
domestic relations order) by reason of his termination of employment with the
Company and all Affiliates for any reason other than death.  Where the Qualified Plan provides for an
offset to a Participant’s benefit under the Qualified Plan to reflect payment
to a Participant of additional defined benefit pension payments (within the
meaning of Code Section 414(j)) under other defined benefit pension plans
of the Company or an Affiliated Company, the Participant’s Qualified Plan
Retirement Benefit shall be the total value of all such defined benefit
pensions.


 


1.25                           “Qualified Plan Preretirement Death Benefit” means
the aggregate benefit payment to the Surviving Spouse or Beneficiary of a
Participant with respect to the Participant’s Qualified Plan Retirement Benefit
in the event of the death of the Participant at any time prior to commencement
of payment of his Qualified Plan Retirement Benefit.


 


1.26                           “Supplemental Plan Preretirement Death Benefit” means
the benefit payable to a Surviving Spouse or Beneficiary pursuant to the Plan
by reason of the death of the Participant at any time prior to commencement of
payment of his Qualified Plan Retirement Benefit.


 


5













 


1.26A                 “Supplemental
Retirement Benefit” means either a Supplemental Excess Retirement
Benefit or a Supplemental Top Hat Retirement Benefit, as determined under the
following Articles.


 


1.26B                   “Non-409A Supplemental Retirement
Benefit” refers to the Supplemental Retirement Benefit that is
determined under Code Section 409A to be (i) attributable to amounts
deferred in taxable years beginning before January 1, 2005, and (ii) not
subject to Code Section 409A.


 


1.26C                   “409A
Supplemental Retirement Benefit” refers to the Supplemental Retirement
Benefit that is determined under Code Section 409A to be (i) attributable
to amounts deferred in taxable years beginning on or after January 1,
2005, or (ii) attributable to amounts deferred in taxable years beginning
before January 1, 2005 that are subject to Code Section 409A.


 


1.27                           “Surviving Spouse” means a person
who is legally married to a Participant at the date of his death.


 


1.28                           “Top Hat Participant” means a
Participant who both (i) participates in the Qualified Plan and (ii) whose
benefits under the Qualified Plan are limited by the compensation limits of
Code Section 401(a)(17).


 


6













 


ARTICLE II


ELIGIBILITY


 


A Participant who is eligible to receive a Qualified
Plan Retirement Benefit, the amount of which is reduced:


 


(1)                                  in
the case of an Excess Participant, by reason of the application of the
limitations on benefits imposed by Code Section 415, or


 


(2)                                  in
the case of a Top Hat Participant, by reason of the application of the
limitations on benefits imposed by Code Section 401(a)(17),


 


shall
be eligible to receive a Supplemental Retirement Benefit.  A person shall be considered a Participant in
the Plan in the first year such person accrues a benefit under this Plan.  The Supplemental Retirement Benefit shall
either be a Supplemental Excess Retirement Benefit or a Supplemental Top Hat
Retirement Benefit, whichever is greater. 
If a Participant dies prior to commencement of payment of his Qualified
Plan Retirement Benefit, his Surviving Spouse or Beneficiary may be eligible to
receive a Supplemental Plan Preretirement Death Benefit as provided in Article IV.


 


Individuals
not initially treated and classified by their employer as common-law employees
on the payroll records of their employer, including, but not limited to, leased
employees, independent contractors or any other contract employees, shall be
excluded from participation irrespective of whether a court, administrative
agency or other entity determines that such individuals are common law
employees.


 


7













 


ARTICLE III


SUPPLEMENTAL RETIREMENT BENEFITS


 


3.1                                 Amount.


 


(a)                                  The Supplemental
Excess Retirement Benefit payable to an eligible Excess Participant shall be an
amount equal to the difference between (i) and (ii) below:


 


(i)                                     the
amount of the Qualified Plan Retirement Benefit to which the Participant would
have been entitled if such benefit were computed without giving effect to the
limitations on benefits imposed by application of Code Section 415,


 


L E S S


 


(ii)                                  the
amount of the Qualified Plan Retirement Benefit actually payable to the
Participant.


 


The
amounts described above shall be computed in the form of an Account Balance
commencing on the date payment is made or begins.


 


(b)                                 The Supplemental Top
Hat Retirement Benefit shall be a Top Hat Participant’s Account Balance under
this Plan.


 


(c)                                  Notwithstanding the
provisions of 3.1(b) above, a Participant eligible for a Grandfathered
Benefit under the Qualified Plan who elects to receive such benefit shall
receive a Supplemental Top Hat Retirement Benefit in an amount equal to the
difference between (i) and (ii) below:


 


(i)                                     the
amount of the Qualified Plan Retirement Benefit (using the Grandfathered
Benefit formula) to which the Participant would have been entitled if such
benefit were computed without giving effect to the limitations of Code
Sections 401(a)(17) and 415,


 


L E S S


 


(ii)                                  the
amount of the Qualified Plan Retirement Benefit actually payable to the
Participant.


 


The
amounts described in (c)(i) and (ii) above shall be computed in the
form of a straight life annuity payable over the lifetime of the Participant
only commencing on his actual Normal Retirement Date or Early Retirement Date
under the Qualified Plan.


 


3.2                                 Form of Non-409A Supplemental Retirement
Benefit.  The Non-409A
Supplemental Retirement Benefit (regardless if stemming from a Supplemental
Excess Retirement Benefit or Supplemental Top Hat Retirement Benefit) payable
to a Participant shall be paid in the same form under which the Qualified Plan
Retirement Benefit is payable to the Participant.  The Participant’s election under the
Qualified Plan of any optional form of payment of his Qualified Plan Retirement
Benefit (with the valid consent of his Surviving Spouse where required under
the Qualified Plan) shall also be applicable to the payment of his Non-409A
Supplemental Retirement Benefit, regardless if stemming from a Supplemental
Excess Retirement Benefit or a Supplemental Top Hat Retirement Benefit.


 


3.3                                 Commencement of Non-409A Supplemental Retirement
Benefit.  Payment of the
Non-409A Supplemental Retirement Benefit to a Participant shall commence on the
same date that payment of the Qualified Plan Retirement Benefit to the
Participant commences.  Any election
under the Qualified Plan made by the Participant with respect to the
commencement of payment of his Qualified Plan 


 


8













 


Retirement Benefit shall
also be applicable with respect to the commencement of payment of his Non-409A
Supplemental Retirement Benefit.


 


3.4                                 Approval of Company.  Notwithstanding the provisions of Sections
3.2 and 3.3 above, an election made by the Participant under the Qualified Plan
with respect to the form of payment or date for commencement of payment of his
Qualified Plan Retirement Benefit (with the valid consent of his Surviving
Spouse where required under the Qualified Plan) shall not be effective with
respect to the form of payment or date for commencement of payment of his
Non-409A Supplemental Retirement Benefit hereunder unless such election is
filed in writing with the Committee with respect to his Non-409A Supplemental
Retirement Benefit.  If the Committee
does not object to such election within 15 days, then the form of payment
or date for commencement of payment of the Participant’s Non-409A Supplemental
Retirement Benefit shall be deemed to have been accepted by the Committee.  The requirements of this Section 3.4
shall not apply in the event of a Change-of-Control, as defined in Article VIII.


 


3.4A                       Form and
Timing of 409A Supplemental Retirement Benefits.


 


(a)                                  Initial
Eligibility and Payment Elections.  For any person who shall newly
become a Participant pursuant to Article II, such person may elect to have
his 409A Supplemental Retirement
Benefit payable in any optional form in which the Qualified Plan
Retirement Benefit is payable to the Participant (including a lump sum payment).  Such person must make a separate optional
form election for the 409A
Supplemental Retirement Benefit under this Plan, which need not be the
same as the Participant’s election under the Qualified Plan.  Such person must also elect when the 409A
Supplemental Retirement Benefit will commence, which commencement date may be
no sooner than the date when the Participant has terminated employment.  Such payment election must be made no later
than thirty (30) days (or such earlier time as the Committee may designate)
after the January 1st of the year following the year a person becomes a
Participant in the Plan, and shall be irrevocable for the duration of a
Participant’s participation in the Plan except as set forth in the remainder of
this Section 3.4A.


 


(b)                                 Transition Period.  For the transition period beginning January 1,
2008 and ending December 31, 2008, any Participant may elect to have his 409A Supplemental Retirement Benefit payable
in any optional form in which the Qualified Plan Retirement Benefit is payable
to the Participant (including a lump sum payment), and may elect when the 409A Supplemental Retirement Benefit will
commence, which commencement date may be no sooner than the date when the
Participant has terminated employment. 
Such payment election shall be made in accordance with Code Section 409A
(and applicable Internal Revenue Service transition relief) and subject to the
following provisions.  As of December 31,
2008, any then effective transition payment election shall be irrevocable for the
duration of a Participant’s participation in the Plan except as set forth in
paragraph (d) below.  No payment
election made in 2008 under this transition relief will apply to 409A Supplemental Retirement Benefits that
would otherwise be payable in 2008, nor may such election cause 409A Supplemental Retirement Benefits to
be paid in 2008 that would not otherwise be payable in 2008.  No payment election under this transition
relief may be made retroactively, or when 409A Supplemental Retirement Benefit payments are imminent.


 


(c)                                  Timely Election
Failure.  Failure to make a timely
payment election as provided above will result in such person deeming to elect
the following with respect to the 409A
Supplemental Retirement Benefit: (i) benefit commencement date that
is six months after termination of employment and (ii) benefit payment
form that is a lump sum payment.  Such
deemed election shall be irrevocable for the duration of a Participant’s
participation in the Plan except as set forth in paragraph (d) below.


 


(d)                                 Subsequent Change
in Election.  A Participant may
change the payment election with respect to the 409A Supplemental Retirement Benefit so long as: (i) the
new payment election is made at least twelve (12) months before the original
payment commencement date, (ii) the new payment election does not take
effect until at least twelve (12) months after the date on which such election
is made, and (iii) the original payment commencement date is deferred for
a period of not less than five (5) years. 
Notwithstanding the foregoing, to the extent that a Participant’s
payment form election with respect to the 409A Supplemental Retirement Benefit is a “life 


 


9













 


annuity” (as defined
under Code Section 409A), the Participant may change such election to
another optional form in which the Qualified Plan Retirement Benefit is payable
to the Participant provided that:


 


	
  (1)

  	
  such optional form is also a “life annuity”
  (as defined under Code Section 409A) which is actuarially equivalent (as
  determined under Code Section 409A);

  
	
   

  	
   

  
	
  (2)

  	
  such election to change is timely made
  before the first scheduled annuity payment date of the original election; and

  
	
   

  	
   

  
	
  (3)

  	
  such first scheduled annuity payment date
  does not change as a result of the new election.

  



 


(e)                                  Form.  The elections with respect to the 409A Supplemental Retirement Benefit (including
the change in payment election provisions under paragraph (d) above)
provided shall be made on a form approved by the Committee and filed with the
Committee in the time and manner prescribed by the Committee.


 


(f)                                    Six Month Delay
Rule.  If, at the time the
Participant becomes entitled to 409A
Supplemental Retirement Benefit payments under the Plan, the Participant
is a Specified Employee (as defined and determined under Code Section 409A),
then, notwithstanding any other provision in the Plan to the contrary, the
following provision shall apply.  No 409A Supplemental Retirement Benefit payments
considered deferred compensation under Code Section 409A, which is
determined to be payable upon a Participant’s termination as determined under
Code Section 409A and not subject to an exception or exemption thereunder,
shall be paid to the Participant until the date that is six (6) months
after the Participant’s termination.  Any
such 409A Supplemental Retirement
Benefit payments that would otherwise have been paid to the Participant
during this six-month period shall instead be aggregated and paid to the
Participant on the date that is six (6) months after the Participant’s
termination.  Any 409A Supplemental Retirement Benefit payments to which the
Participant is entitled to be paid after the date that is six (6) months
after the Participant’s termination shall be paid to the Participant in
accordance with the applicable terms of this Plan.


 


(g)                                 Payments.  Notwithstanding anything in the foregoing, a 409A Supplemental Retirement Benefit payment
shall be paid (or commence to be paid) on or as soon as practicable after the
date determined pursuant to the above but not later than 30 days after such
date.


 


3.5                                 Actuarial Equivalent.  A Supplemental Retirement Benefit (whether a
Supplemental Excess Retirement Benefit or Supplemental Top Hat Retirement
Benefit, or whether a Non-409A Supplemental Retirement Benefit or 409A
Supplemental Retirement Benefit) which is payable in any form other than the
lump sum payment of an Account Balance (or a straight life annuity over the
lifetime of a Participant who has chosen to receive the Grandfathered Benefit
in lieu of the Participant’s Account Balance under the Qualified Plan), or
which commences at any time prior to the Participant’s Normal Retirement Date,
shall be the Actuarial Equivalent of the Supplemental Retirement Benefit set
forth in Section 3.1.


 


3.6                                 Source of Benefit Payments.  Any Supplemental Retirement Benefit or
Supplemental Plan Preretirement Death Benefit payable to a Participant, a
Surviving Spouse, or a Beneficiary shall be paid from the general assets of the
Company.


 


10










 


ARTICLE IV


SUPPLEMENTAL PLAN PRERETIREMENT DEATH BENEFIT


 


4.1                                 Amount.


 


(a)                                  If
a Participant dies prior to commencement of payment of his Qualified Plan
Retirement Benefit under circumstances in which a Qualified Plan Preretirement
Death Benefit is payable to his Surviving Spouse or a non-spouse Beneficiary,
then a Supplemental Plan Preretirement Death Benefit is payable as hereinafter
provided.  The Supplemental Plan
Preretirement Death Benefit payable to a Surviving Spouse or Beneficiary shall
be an amount equal to the difference between (a) and (b) below:


 


(i)                                     The amount of the
Qualified Plan Preretirement Death Benefit to which a Surviving Spouse or
Beneficiary would have been entitled if such benefit were computed without
giving effect to the limitations on benefits imposed by application of Code Section 415
(and in the case of the Surviving Spouse or Beneficiary of a Top Hat
Participant, Code Section 401(a)(17));


 


L E S S


 


(ii)                                  the Qualified Plan
Preretirement Death Benefit actually payable to a Surviving Spouse or
Beneficiary.


 


4.2                                 Form and Commencement of Benefit.  With respect to a Supplemental
Plan Preretirement Death Benefit payable to a Surviving Spouse or a Beneficiary
that is determined under Code Section 409A to be (i) attributable to
amounts deferred in taxable years beginning before January 1, 2005, and (ii) not
subject to Code Section 409A, the form and commencement date shall be the
same as the form and commencement date of the Qualified Plan Preretirement
Death Benefit.


 


With
respect to a Supplemental Plan Preretirement Death Benefit payable to a
Surviving Spouse or a Beneficiary that is determined under Code Section 409A
to be (i) attributable to amounts deferred in taxable years beginning on
or after January 1, 2005, or (ii) attributable to amounts deferred in
taxable years beginning before January 1, 2005 that are subject to Code Section 409A,
such amount shall be payable as a lump sum payment on or as soon as
administratively practicable on the first day of the month following the
Participant’s death, but not later than 60 days after such date.  Notwithstanding the foregoing, to the extent
that a Participant commenced (or received) his 409A Supplemental Retirement Benefit under the Plan, no amount shall be
payable to a Surviving Spouse or a Beneficiary pursuant to the terms of this
paragraph.


 


11













 


ARTICLE V


ADMINISTRATION OF THE PLAN


 


5.1                                 Administration by the Company.  The Company, acting under the supervision of
the Committee, shall be responsible for the general operation and
administration of the Plan and for carrying out the provisions thereof.


 


5.2                                 General Powers of Administration.  All provisions set forth in the Qualified
Plan with respect to the administrative powers and duties of the Company,
expenses of administration, and procedures for filing claims shall also be
applicable with respect to the Plan.  The
Company shall be entitled to rely conclusively upon all tables, valuations,
certificates, opinions and reports furnished by any actuary, accountant,
controller, counsel or other person employed or engaged by the Company with
respect to the Plan.


 


5.3                                 409A Compliance.  To the extent any provision of the Plan or
action by the Committee or Company would subject any Participant to liability
for interest or additional taxes under Code Section 409A, or make Non-409A
Supplemental Retirement Benefits subject to Code Section 409A, it will be
deemed null and void, to the extent permitted by law and deemed advisable by
the Committee.  It is intended that the
Plan will comply with Code Section 409A, and that the Non-409A
Supplemental Retirement Benefits be exempt from Code Section 409A
coverage, and the Plan shall be interpreted and construed on a basis consistent
with such intent.  The Plan may be
amended in any respect deemed necessary (including retroactively) by the
Committee in order to preserve compliance with Code Section 409A and to
maintain Code Section 409A exemption for the Non-409A Supplemental
Retirement Benefits.  For purposes of this
Plan with respect to 409A Supplemental Retirement Benefits, a “termination of
employment”, “termination”, “retirement” or “separation from service” (or other
similar term having a similar import) under this Plan shall have the same
meaning as a “separation from service” as defined in Code Section 409A.  The preceding shall not be construed as a
guarantee of any particular tax effect for Plan benefits.


 


12













 


ARTICLE VI


AMENDMENT OR TERMINATION


 


6.1                                 Amendment or Termination.  The Company intends the Plan to be permanent
but reserves the right, subject to Article VIII, to amend or terminate the
Plan when, in the sole opinion of the Company, such amendment or termination is
advisable.  Any such amendment or termination
shall be made pursuant to a resolution of the Committee and shall be effective
as of the date of such resolution or as specified therein.


 


6.2                                 Effect of Amendment or Termination.  No amendment or termination of the Plan shall
deprive, directly or indirectly, any current or former Participant, Surviving
Spouse, or non-spouse Beneficiary of all or any portion of any Supplemental
Retirement Benefit or Supplemental Plan Preretirement Death Benefit, the
payment of which has commenced prior to the effective date of such amendment or
termination or which would be payable if the Participant’s employment
terminated for any reason, including death, on such effective date.


 


13













 


ARTICLE VII


GENERAL PROVISIONS


 


7.1                                 Funding.  The Plan at all times shall be entirely
unfunded and the Company shall not be required at any time to segregate any
assets of the Company for payment of any benefits hereunder.  No Participant, Surviving Spouse,
Beneficiary, or any other person shall have any interest in any particular
assets of the Company by reason of the right to receive a benefit under the
Plan and any such Participant, Surviving Spouse, Beneficiary, or other person
shall have only the rights of a general unsecured creditor of the Company with
respect to any rights under the Plan.


 


7.2                                 General Conditions.  Any Qualified Plan Retirement Benefit or
Qualified Plan Preretirement Death Benefit, or any other benefit payable under
the Qualified Plan, shall be paid solely in accordance with the terms and
conditions of the Qualified Plan, and nothing in this Plan shall operate or be
construed in any way to modify, amend or affect the terms and provisions of the
Qualified Plan.


 


7.3                                 No Guaranty of Benefits.  Nothing contained in the Plan (or any Plan
communication) shall constitute a guaranty by the Company or any other entity
or person that the assets of the Company will be sufficient to pay any benefit
hereunder.


 


7.4                                 No Enlargement of Employee Rights.  No Participant, Surviving Spouse, or Beneficiary
shall have any right to a benefit under the Plan except in accordance with the
terms of the Plan.  Establishment of the
Plan shall not be construed to give any Participant the right to be retained in
the service of the Company, nor to create or confer on any Participant the
right to receive future benefit accruals hereunder with respect to any future
period of service with the Company. 
Nothing in the Plan shall interfere in any way with the right of the Company
to terminate a Participant’s service at any time with or without cause or
notice, whether or not such termination results in any adverse effect on the
Participant’s interests under the Plan.


 


7.5                                 Spendthrift Provision.  No interest of any person or entity in, or
right to receive a benefit under, the Plan shall be subject in any manner to
sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor may such interest or right to
receive a benefit be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.


 


7.6                                 Applicable Law.  The Plan (including, without limitation, any
rules, regulations, determinations or decisions made by the Compensation
Committee or Company relating to the Plan) shall be construed and administered
exclusively in accordance with applicable federal laws and the laws of the
State of Delaware, without regard to its conflict of laws principles.


 


7.7                                 Small Benefits.  If the actuarial value of any Supplemental
Retirement Benefit or Supplemental Plan Preretirement Death Benefit is less
than $25,000 at a Participant’s termination of employment or death, the Company
will pay the actuarial value of such benefit to the Participant, Surviving
Spouse, or Beneficiary in a single lump sum in lieu of any further benefit
payments hereunder.  Subject to any
six-month delay in payment (or portion of payment) required by Code Section 409A,
such payment (or applicable portion) shall be made on or as soon as 


 


14













 


administratively
practicable after the Participant’s termination of employment or death (or the
date required by Code Section 409A’s six-month delay rule), but not later
than 60 days after such date.


 


7.8                                 Incapacity of Recipient.  If any person entitled to a benefit payment
under the Plan is deemed by the Company to be incapable of personally receiving
and giving a valid receipt for such payment, then, unless and until claim
therefor shall have been made by a duly appointed guardian or other legal
representative of such person, the Company may provide for such payment or any
part thereof to be made to any other person or institution then contributing
toward or providing for the care and maintenance of such person.  Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the Company
and the Plan therefor.


 


7.9                                 Corporate Successor.  The Plan shall not be automatically
terminated by a transfer or sale of assets of the Company or by the
reorganization, merger or consolidation of the Company into or with any other
corporation or other entity, but the Plan shall be continued after such
transfer, sale, reorganization, merger or consolidation only if and to the
extent that the transferee, purchaser or successor entity agrees to continue
the Plan, except as set forth in Article VIII.  In the event that the Plan is not continued
by the transferee, purchaser or successor entity, then the Plan shall terminate
subject to the provisions of Section 6.2.


 


7.10                           Unclaimed Benefit.  Each Participant shall keep the Company
informed of his current address and the current address of his spouse and/or
Beneficiary.  The Company shall not be
obligated to search for the whereabouts of any person.  If the location of a Participant is not made
known to the Company within three (3) years after the date on which
payment of the Participant’s Supplemental Retirement Benefit may first be made,
payment may be made as though the Participant had died at the end of the
three-year period.  If, within one
additional year after such three-year period has elapsed, or, within three
years after the actual death of a Participant, the Company is unable to locate
any Surviving Spouse or Beneficiary for the Participant, then the Company shall
have no further obligation to pay any benefit hereunder to such Participant,
Surviving Spouse, Beneficiary or any other person and such benefit shall be
irrevocably forfeited.


 


7.11                           Limitations on Liability.  Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual acting as an
employee or agent of the Company shall be liable to any Participant, former
Participant, Surviving Spouse, Beneficiary, or any other person for any claim,
loss, liability or expense incurred in connection with the Plan.


 


7.12                           Duties of Participants, Beneficiaries, and
Surviving Spouses.  A
Participant, Surviving Spouse or Beneficiary shall, as a condition of receiving
benefits under this Plan, be obligated to provide the Committee with such
information as the Committee shall require in order to calculate benefits under
this Plan or otherwise administer the Plan.


 


7.13                           Taxes and Withholding.  As a condition to any payment or distribution
pursuant to the Plan, the Company may require a Participant (or as applicable,
the Surviving Spouse or Beneficiary) to pay such sum to the Company as may be
necessary to discharge its obligations with respect to any taxes, assessments
or other governmental charges imposed on property or income received by the
Participant (or as applicable, the Surviving Spouse or Beneficiary)
thereunder.  The Company may deduct or
withhold such sum from any payment or distribution to the Participant (or as
applicable, the Surviving Spouse or Beneficiary).


 


15













 


7.14                           Treatment for other Compensation Purposes.  Payments received by a Participant (or as
applicable, the Surviving Spouse or Beneficiary) under the Plan shall not be
deemed part of a Participant’s regular, recurring compensation for purposes of
any termination, indemnity or severance pay laws and shall not be included in,
nor have any effect on, the determination of benefits under any other employee
benefit plan, contract or similar arrangement provided by the Company, unless
expressly so provided by such other plan, contract or arrangement.


 


16













 


ARTICLE VIII


CHANGE-OF-CONTROL


 


8.1                                 Definition of Change-of-Control.  For purposes of this Plan, a “Change-of-Control”
shall be deemed to have occurred if:


 


(a)                                  Any
“Person” (as defined below), excluding for this purpose the Company or any
subsidiary of the Company, any employee benefit plan of the Company or of any
subsidiary of the Company, or any entity organized, appointed or established
for or pursuant to the terms of any such plan which acquires beneficial
ownership of common shares of the Company, is or becomes the “Beneficial Owner”
(as defined below) of twenty percent (20%) or more of the common shares of the
Company then outstanding; provided, however, that no Change-of-Control shall be
deemed to have occurred as the result of an acquisition of common shares of the
Company by the Company which, by reducing the number of shares outstanding,
increases the proportionate beneficial ownership interest of any Person to
twenty percent (20%) or more of the common shares of the Company then
outstanding, but any subsequent increase in the beneficial ownership interest
of such a Person in common shares of the Company shall be deemed a
Change-of-Control; and provided further that if the Board determines in good
faith that a Person who has become the Beneficial Owner of common shares of the
Company representing twenty percent (20%) or more of the common shares of the
Company then outstanding has inadvertently reached that level of ownership
interest, and if such Person divests as promptly as practicable a sufficient
number of shares of the Company so that the Person no longer has a beneficial
ownership interest in twenty percent (20%) or more of the common shares of the
Company then outstanding, then no Change-of-Control shall be deemed to have
occurred.  For purposes of this
paragraph (a), the following terms shall have the meanings set forth
below:


 


	
  (i)

  	
  “Person” shall mean any individual, firm,
  limited liability company, corporation or other entity, and shall include any
  successor (by merger or otherwise) of any such entity.

  
	
   

  	
   

  
	
  (ii)

  	
  “Affiliate” and “Associate” shall have the
  respective meanings ascribed to such terms in Rule 12b-2 of the General
  Rules and Regulations under the Securities Exchange Act of 1934, as
  amended (the “Exchange Act”).

  
	
   

  	
   

  
	
  (iii)

  	
  A Person shall be deemed the “Beneficial
  Owner” of and shall be deemed to “beneficially own” any securities:

  



 


(A)                              which
such Person or any of such Person’s Affiliates or Associates beneficially owns,
directly or indirectly (determined as provided in Rule 13d-3 under the
Exchange Act);


 


(B)                                which
such Person or any of such Person’s Affiliates or Associates has (1) the
right to acquire (whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement or understanding
(other than customary agreements with and between underwriters and selling
group members with respect to a bonafide public offering of securities), or
upon the exercise of conversion rights, exchange rights, rights (other than
rights under the Company’s Rights Agreement dated June 25, 1996 with The
Bank of New York, as amended), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the Beneficial Owner of, or to
beneficially own, securities tendered pursuant to a tender or exchange offer
made by or on behalf of such Person or any of such Person’s Affiliates or
Associates until such tendered securities are accepted for purchase or
exchange; or (2) the right to vote pursuant to any agreement, arrangement
or understanding; provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, any security if the agreement,
arrangement or understanding to vote such security (a) arises solely from
a revocable proxy or consent given to such Person in response to a public proxy
or consent solicitation made pursuant to, and in accordance with, the
applicable rules and regulations promulgated 


 


17













 


under the Exchange
Act and (b) is not also then reportable on Schedule 13D under the
Exchange Act (or any comparable or successor report); or


 


(C)                                which
are beneficially owned, directly or indirectly, by any other Person with which
such Person or any of such Person’s Affiliates or Associates has any agreement,
arrangement or understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public
offering of securities) for the purpose of acquiring, holding, voting (except
to the extent contemplated by the proviso to subparagraph (a)(iii)(B)(2),
above) or disposing of any securities of the Company.


 


Notwithstanding
anything in this definition of Beneficial Ownership to the contrary, the phrase
“then outstanding,” when used with reference to a Person’s beneficial ownership
of securities of the Company, shall mean the number of such securities then
issued and outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed to own beneficially
hereunder.


 


(b)                                 During
any period of two (2) consecutive years, individuals who at the beginning
of such two-year period constitute the Board and any new director or directors
(except for any director designated by a person who has entered into an agreement
with the Company to effect a transaction described in paragraph (a),
above, or paragraph (c), below) whose election by the Board or nomination
for election by the Company’s shareholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
of the Board; or


 


(c)                                  Approval
by the shareholders of (or if such approval is not required, the consummation
of) (i) a plan of complete liquidation of the Company, (ii) an
agreement for the sale or disposition of the Company or all or substantially
all of the Company’s assets, (iii) a plan of merger or consolidation of
the Company with any other corporation, or (iv) a similar transaction or
series of transactions involving the Company (any transaction described in
parts (i) through (iv) of this paragraph (c) being referred
to as a “Business Combination”), in each case unless after such a Business
Combination the shareholders of the Company immediately prior to the Business
Combination continue to own at least eighty percent (80%) of the voting
securities of the new (or continued) entity immediately after such Business
Combination, in substantially the same proportion as their ownership of the
Company immediately prior to such Business Combination.


 


A “Change-of-Control”
shall not include any transaction described in paragraph (a) or (c) above
where, in connection with such transaction, a participant and/or any party
acting in concert with that participant shall substantially increase their, his
or its, as the case may be, ownership interest in the Company or a successor to
the Company (other than through conversion of prior ownership interests in the
Company and/or through equity awards received entirely as compensation for past
or future personal services).


 


8.1A                       Definition of 409A
Change-of-Control. 
For purposes of this Plan, a “409A Change-of-Control” means the
occurrence of any of the following events:


 


(a)                                  any
person or Group acquires ownership of Company’s stock that, together with stock
held by such person or Group, constitutes more than 50% of the total fair
market value or total voting power of Company’s stock, (including an increase
in the percentage of stock owned by any person or Group as a result of a
transaction in which Company acquires its stock in exchange for property,
provided that the acquisition of additional stock by any person or Group deemed
to own more than 50% of the total fair market value or total voting power of
Company’s stock on January 1, 2005, shall not constitute a 409A
Change-of-Control); or


 


(b)                                 any
person or Group acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such person or Group) ownership of
Company stock possessing 30%  or more of
the total voting power of Company stock; or


 


18













 


(c)                                  a
majority of the members of the Board is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or election; or


 


(d)                                 any
person or Group acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such person or Group) assets from
Company that have a total Gross Fair Market Value equal to 40% or more of the
total Gross Fair Market Value of all Company assets immediately prior to such
acquisition or acquisitions, provided that there is no 409A Change-of-Control
when Company’s assets are transferred to:


 


	
  (1)

  	
  a shareholder of Company (immediately
  before the asset transfer) in exchange for or with respect to Company stock;

  
	
   

  	
   

  
	
  (2)

  	
  an entity, 50% or more of the total value
  or voting power of which is owned, directly or indirectly, by Company;

  
	
   

  	
   

  
	
  (3)

  	
  a person or Group that owns, directly or
  indirectly, 50% or more of the total value or voting power of all outstanding
  Company stock; or

  
	
   

  	
   

  
	
  (4)

  	
  an entity, at least 50% of the total value
  or voting power of which is owned, directly or indirectly, by a person
  described in paragraph (iii).

  



 


For
purposes of the above sub-paragraph (d), a person’s status is determined
immediately after the transfer of the assets. 
For example, a transfer to a corporation in which Company has no
ownership interest before the transaction, but which is a majority-owned
subsidiary of Company after the transaction is not a 409A Change-of-Control.


 


For
purposes of this Section 8.1A, “Gross Fair Market Value” means the value
of assets determined without regard to any liabilities associated with such
assets.


 


For
purposes of this Section 8.1A, “Group” means persons acting together for
the purpose of acquiring Company stock and includes owners of a corporation
that enters into a merger, consolidation, purchase or acquisition of stock, or
similar business transaction with Company. If a person owns stock in both
Company and another corporation that enter into a merger, consolidation
purchase or acquisition of stock, or similar transaction, such person is
considered to be part of a Group only with respect to ownership prior to the
merger or other transaction giving rise to the change and not with respect to
the ownership interest in the other corporation. Persons will not be considered
to be acting as a Group solely because they purchase assets of the same
corporation at the same time, or as a result of the same public offering.


 


8.2                                 Benefit Rights Upon Change-of-Control.


 


(a)                                  Notwithstanding
any other provision of the Plan to the contrary, in the event of a
Change-of-Control, the Company or any successor shall be prohibited from
amending or terminating the Plan in any manner so as to deprive, directly or
indirectly, any current or former Participant, Surviving Spouse, or Beneficiary
of all or any portion of any Supplemental Retirement Benefit or Supplemental
Plan Preretirement Death Benefit, the payment of which has commenced prior to
the effective date of such amendment or termination, or which would be payable
if the Participant’s employment terminated for any reason, including death, on
such effective date.  Following a
Change-of-Control or 409A Change-of-Control, no action shall be taken under the
Plan that will cause any of the Non-409A
Supplemental Retirement Benefits to be subject to Code Section 409A
coverage or cause any of the 409A
Supplemental Retirement Benefits to fail to comply in any respect with
Code Section 409A, in either case, without the written consent of the
Participant, Surviving Spouse, or Beneficiary (as applicable).


 


19













 


(b)                                 In
the event that the Plan is terminated following a Change-of-Control, each
current or former Participant, Surviving Spouse, or Beneficiary, shall be paid
immediately a lump sum amount with respect to the Non-409A Supplemental
Retirement Benefits (and with respect to the 409A Supplemental Retirement
Benefits if such Plan (together with any other deferred compensation
arrangements as required by Code Section 409A) terminates).  This amount shall be the Actuarial Equivalent
of any of the Non-409A Supplemental Retirement Benefits (and with respect to
the 409A Supplemental Retirement Benefits if applicable) or Supplemental Plan
Preretirement Death Benefit, the payment of which has commenced prior to the
effective date of any such termination, or which would be payable if the
Participant’s employment terminated on the effective date of any Plan
termination.


 


(c)                                  For
the purpose of determining a Participant’s, Surviving Spouse’s, or Beneficiary’s
right to receive a benefit (but not the amount of any such benefit) under this Article VIII,
any Participant who has not yet become eligible for a Qualified Plan Retirement
Benefit shall be deemed to have done so upon the Change-of-Control.


 


(d)                                 Subject
to Section 5.3, the benefit rights of any Participant under this Plan
shall be determined only after taking into account the effect of any Severance
Agreement between the Company and the Participant.


 


8.3                                 Excess Parachute Payments by the Company.


 


(a)                                  Anything
in this Plan to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Company to or for the
benefit of a Participant (whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise, but determined
without regard to any additional payments required under this Section 8.3
(a “Payment”) would be subject to the excise tax imposed by Code Section 4999
or if any interest or penalties are incurred by the Participant with respect to
such excise tax (such excise tax, together with any such interest and
penalties, being hereinafter collectively referred to as the “Excise Tax”),
then the Participant shall be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that, after payment by the Participant of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Participant retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payment.


 


(b)                                 Subject
to the provisions of paragraph (c) below, all determinations required
to be made under this Section 8.3, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by the accounting
firm which is then serving as the auditors for the Company (the “Accounting
Firm”), which shall provide detailed supporting calculations to both the
Company and the Participant within fifteen (15) business days of the
receipt of notice from the Participant that there has been a Payment, or such
earlier time as is required by the Company. 
In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting the Change-of-Control,
the Participant shall appoint another nationally recognized accounting firm to
make the determinations required hereunder (which accounting firm shall then be
referred to as the “Accounting Firm” hereunder).  All fees and expenses of the Accounting Firm
shall be borne solely by the Company. 
Any Gross-Up Payments, as determined pursuant to this Section 8.3,
shall be paid by the Company to the Participant within five (5) days of
the receipt of the Accounting Firm’s determination, but shall be paid no later
than the end of the Participant’s taxable year next following the Participant’s
taxable year in which the Participant remits the related taxes.  If the Accounting Firm determines that no
Excise Tax is payable by the Participant, it shall furnish the Participant with
a written opinion that failure to report the Excise Tax on the Participant’s
applicable federal income tax return would not result in the imposition of a
negligence or similar penalty.  Any good
faith determination by the Accounting Firm shall be binding upon the Company
and the Participant.  As a result of the
uncertainty in the application of Code Section 4999 at the time of the
initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made (“Underpayment”), consistent with the calculations required to be made
hereunder.  In the event that the Company
exhausts its remedies pursuant to paragraph (c) below, and the
Participant thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company to or
for the benefit of the Participant, but shall be paid 


 


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no later than the end of
the Participant’s taxable year next following the Participant’s taxable year in
which the Participant remits the related taxes.


 


(c)                                  The
Participant shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company
of a Gross-Up Payment.  Such notification
shall be given as soon as practicable, but no later than fifteen
(15) business days after the Participant is informed in writing of such
claim and shall apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid. 
The Participant shall not pay such claim prior to the expiration of the
thirty (30)-day period following the date on which the Participant gives such
notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due).  If the Company notifies the Participant in
writing prior to the expiration of such period that it desires to contest such
claim, the Participant shall:


 


	
  (i)

  	
  Give the Company any information reasonably
  requested by the Company relating to such claim,

  
	
   

  	
   

  
	
  (ii)

  	
  Take such action in connection with
  contesting such claim as the Company shall reasonably request in writing from
  time to time, including, without limitation, accepting legal representation
  with respect to such claim by an attorney reasonably selected by the Company,

  
	
   

  	
   

  
	
  (iii)

  	
  Cooperate with the Company in good faith in
  order to effectively contest such claim, and

  
	
   

  	
   

  
	
  (iv)

  	
  Permit the Company to participate in any
  proceedings relating to such claim;

  



 


provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Participant harmless, on an after-tax
basis, for any Excise Tax or income tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment of
costs and expenses.  Without limiting the
foregoing provision of this paragraph (c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings, and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Participant to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner; and the Participant
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that if the Company
directs the Participant to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to the Participant on an interest-free
basis and shall indemnify and hold the Participant harmless, on an after-tax
basis, from any Excise Tax or income tax (including interest or penalties with
respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Participant with respect to which such contested amount is
claimed to be due is limited solely to such contested amount.  Furthermore, the Company’s control of the
contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Participant shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.


 


(d)                                 If,
after the receipt by the Participant of an amount advanced by the Company
pursuant to paragraph (c) above, the Participant becomes entitled to
receive any refund with respect to such claim, the Participant shall (subject
to the Company’s complying with the requirements of said paragraph (c))
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon, after taxes applicable thereto).  If, after the receipt by the Participant of
an amount advanced by the Company pursuant to said paragraph (c), a
determination is made that the Participant shall not be entitled to any refund
with respect to such claim and the Company does not notify the Participant in
writing of its intent to contest such denial of refund prior to the expiration
of thirty (30) days after such determination, then such advance shall be
forgiven and shall not be required to be repaid (provided that such forgiveness
shall be made no later than the end of the Participant’s taxable year next
following the Participant’s taxable year in which the Participant remits the related
taxes); and the amount of such advance shall offset, to the extent thereof, the
amount of the Gross-Up Payment required to be paid.


 


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ARTICLE IX


SPECIAL PROVISIONS


 


9.1                                 Former Participants in the General Signal
Corporation Supplemental Retirement Plan.  Certain employees of General Signal
Corporation were participants in the General Signal Corporation Supplemental
Retirement Plan (the “GSX Plan”), which terminated on December 31,
1998.  Benefits earned under the GSX Plan
through December 31, 1998 shall be paid instead under this Plan.  The Actuarial Equivalent of the GSX Plan
benefit on December 31, 1998 (including any early retirement subsidy for a
person eligible for early retirement under the GSX Plan on such date), shall be
the Initial Account Balance under this Plan. 
Thereafter, the Account Balances of such Participants shall be
maintained like any other Account Balance under this Plan.  Former participants in the GSX Plan will be
Participants in this Plan from and after January 1, 1999, only if, and for
so long as, they meet the requirements for being a Top Hat Participant, as set
forth in the Plan.


 


9.2                                 Certain Former General Signal Participants Eligible
for Transition Benefits.  Participants
in this Plan eligible for a Transition Benefit (as defined under the Qualified
Plan) with respect to their Qualified Plan account balance shall also receive
such a benefit from this Plan, calculated as if the Account Balance of a
Participant under this Plan was part of the Qualified Plan.  Persons who are eligible for a Transition
Benefit in the Qualified Plan who are not Participants in this Plan shall not
receive such a benefit from this Plan.


 


Benefits
shall be paid only if the plan administrator decides in its discretion that the
applicant is entitled to them.


 


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