Exhibit 10.13


 


TYCO
ELECTRONICS CORPORATION SUPPLEMENTAL SAVINGS


AND
RETIREMENT PLAN


 


 


As
Amended and Restated Effective as of January 1, 2009


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Supplemental Savings
  and Retirement Plan

  	
  1

  
	
  1.2

  	
  Benefits Under the Tyco
  SSRP and the Plan

  	
  1

  
	
  1.3

  	
  Deferred Compensation
  Plan

  	
  2

  
	
  1.4

  	
  Compliance with Code
  Section 409A

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Account

  	
  2

  
	
  2.2

  	
  Affiliated Company

  	
  2

  
	
  2.3

  	
  Base Salary

  	
  2

  
	
  2.4

  	
  Base Salary Deferral

  	
  3

  
	
  2.5

  	
  Beneficiary(ies)

  	
  3

  
	
  2.6

  	
  Board

  	
  3

  
	
  2.7

  	
  Bonus Compensation

  	
  3

  
	
  2.8

  	
  Bonus Compensation
  Deferral

  	
  3

  
	
  2.9

  	
  Cause

  	
  3

  
	
  2.10

  	
  Change of Control

  	
  3

  
	
  2.11

  	
  Code

  	
  3

  
	
  2.12

  	
  Company

  	
  5

  
	
  2.13

  	
  Company Credit

  	
  5

  
	
  2.14

  	
  Compensation

  	
  5

  
	
  2.15

  	
  Compensation Deferral

  	
  5

  
	
  2.16

  	
  Disability

  	
  5

  
	
  2.17

  	
  Discretionary Credit

  	
  5

  
	
  2.18

  	
  Effective Dates

  	
  5

  
	
  2.19

  	
  Eligible Employee

  	
  6

  
	
  2.20

  	
  Enrollment and Payment
  Agreement

  	
  6

  
	
  2.21

  	
  Exchange Act

  	
  6

  
	
  2.22

  	
  Fiscal Year

  	
  6

  
	
  2.23

  	
  Matching Credit

  	
  7

  
	
  2.24

  	
  Maximum Matching
  Percentage

  	
  7

  
	
  2.25

  	
  Measurement Funds

  	
  7

  
	
  2.26

  	
  Participant

  	
  7

  
	
  2.27

  	
  Plan

  	
  7

  
	
  2.28

  	
  Plan Administrator

  	
  7

  
	
  2.29

  	
  Plan Year

  	
  7

  
	
  2.30

  	
  Responsible Company

  	
  7

  
	
  2.31

  	
  Retirement

  	
  7

  
	
  2.32

  	
  RSIP

  	
  8

  
	
  2.33

  	
  RSIP Election

  	
  8

  
	
  2.34

  	
  Separation

  	
  8

  
	
  2.35

  	
  Specified Date Payment

  	
  8

  
	
  2.36

  	
  Spillover Deferrals

  	
  8

  
	
  2.37

  	
  Termination Date

  	
  8

  



 


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TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  2.38

  	
  Termination Payment

  	
  8

  
	
  2.39

  	
  TEL

  	
  8

  
	
  2.40

  	
  Tyco SSRP

  	
  8

  
	
  2.41

  	
  Year of Service

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  ADMINISTRATION

  	
  9

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Plan Administrator

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  ELIGIBILITY
  FOR PARTICIPATION

  	
  9

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Current Participants

  	
  9

  
	
  4.2

  	
  Future Employees

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  BASIC
  DEFERRAL PARTICIPATION

  	
  10

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Election to Participate

  	
  10

  
	
  5.2

  	
  Amount of Deferral
  Election

  	
  10

  
	
  5.3

  	
  Deferral Limits

  	
  10

  
	
  5.4

  	
  Period of Commitment

  	
  10

  
	
  5.5

  	
  Change of Status

  	
  10

  
	
  5.6

  	
  Vesting of Compensation
  Deferrals

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  SPILLOVER
  PARTICIPATION/MATCHING, COMPANY AND DISCRETIONARY CREDITS

  	
  

  11

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Spillover Election

  	
  11

  
	
  6.2

  	
  Matching Credits

  	
  11

  
	
  6.3

  	
  Company Credits

  	
  12

  
	
  6.4

  	
  Discretionary Credits

  	
  12

  
	
  6.5

  	
  Vesting of Matching,
  Company and Discretionary Credits

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  PARTICIPANT
  ACCOUNT

  	
  13

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Establishment of
  Account

  	
  13

  
	
  7.2

  	
  Earnings (or Losses) on
  Account

  	
  13

  
	
  7.3

  	
  Valuation of Account

  	
  14

  
	
  7.4

  	
  Statement of Account

  	
  14

  
	
  7.5

  	
  Payments from Account

  	
  14

  
	
  7.6

  	
  Separate Accounting

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  PAYMENTS
  TO PARTICIPANTS

  	
  14

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Annual Election

  	
  14

  
	
  8.2

  	
  Change in Election

  	
  15

  
	
  8.3

  	
  Cash-Out Payments

  	
  15

  
	
  8.4

  	
  Death or Disability
  Benefit

  	
  15

  
	
  8.5

  	
  Valuation of Payments

  	
  15

  
	
  8.6

  	
  Unforeseeable Emergency

  	
  16

  
	
  8.7

  	
  Withholding Taxes

  	
  16

  
	
  8.8

  	
  Effect of Payment

  	
  16

  



 


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TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  CLAIMS
  PROCEDURES

  	
  16

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Filing a Claim

  	
  16

  
	
  9.2

  	
  Appeal of Denied Claims

  	
  18

  
	
  9.3

  	
  Legal Action

  	
  19

  
	
  9.4

  	
  Discretion of the Plan
  Administrator

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  	
  MISCELLANEOUS

  	
  19

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Protective Provisions

  	
  19

  
	
  10.2

  	
  Inability to Locate
  Participant or Beneficiary

  	
  19

  
	
  10.3

  	
  Designation of
  Beneficiary

  	
  20

  
	
  10.4

  	
  No Contract of
  Employment

  	
  20

  
	
  10.5

  	
  No Limitation on Company
  Actions

  	
  20

  
	
  10.6

  	
  Obligations to Company

  	
  20

  
	
  10.7

  	
  No Liability for Action
  or Omission

  	
  20

  
	
  10.8

  	
  Nonalienation of
  Benefits

  	
  20

  
	
  10.9

  	
  Liability for Benefit
  Payments

  	
  21

  
	
  10.10

  	
  TEL Guarantee

  	
  21

  
	
  10.11

  	
  Unfunded Status of Plan

  	
  21

  
	
  10.12

  	
  Forfeiture for Cause

  	
  22

  
	
  10.13

  	
  Governing Law

  	
  22

  
	
  10.14

  	
  Severability of
  Provisions

  	
  22

  
	
  10.15

  	
  Headings and Captions

  	
  22

  
	
  10.16

  	
  Gender, Singular and
  Plural

  	
  22

  
	
  10.17

  	
  Notice

  	
  22

  
	
  10.18

  	
  Amendment and
  Termination

  	
  23

  
	
  10.19

  	
  Delay of Payment for
  Specified Employees

  	
  23

  
	
  10.20

  	
  Special Rule Regarding Election Changes Prior
  to December 31, 2008

  	
  24

  



 


iii

















 


TYCO
ELECTRONICS CORPORATION SUPPLEMENTAL SAVINGS AND


RETIREMENT
PLAN


 


ARTICLE
I

Purpose


 


1.1              Supplemental
Savings and Retirement Plan. The name of this plan is the Tyco Electronics
Corporation Supplemental Savings and Retirement Plan.  The Plan was originally effective as of the
separation of Tyco Electronics Ltd. and its underlying subsidiaries from the
Tyco International Ltd. controlled group of corporations (the “Separation”),
which occurred on June 29, 2007 (“Original Effective Date”).  The Plan was created as a spin-off from and
was a continuation of the Tyco Supplemental Savings and Retirement Plan (“Tyco
SSRP”) with respect to the Accounts of certain Participants who were aligned
with the Tyco Electronics business unit in conjunction with the
Separation.  The Plan was also created to
provide certain of the key employees of the Company and the key employees of
its parents, subsidiaries and affiliates with the ability to defer receipt of
compensation that would otherwise be payable to them and to make up for amounts
that could not be contributed on their behalf as matching contributions under
the Tyco Electronics Corporation Retirement Savings and Investment Plan due to
certain restrictions applicable under the Internal Revenue Code of 1986, as
amended.  This amendment and restatement
of the Plan, effective as of January 1, 2009 (“Restated Effective Date”),
is intended, except for amounts that were deferred and vested as of December 31,
2004, to be interpreted and applied so as to comply in all respects with the
provisions of Code Section 409A and regulations and rulings promulgated
thereunder and, if necessary, any provision shall be held null and void to the
extent such provision (or part thereof) fails to comply with Section 409A
or the regulations promulgated thereunder.


 


1.2              Benefits
Under the Tyco SSRP and the Plan. 
With respect to each Participant (or Beneficiary, as applicable) who
participated in the Tyco SSRP prior to the Separation and who was aligned with
the Tyco Electronics business unit, Tyco International Management Company
transferred from the Tyco SSRP to such Participant’s or Beneficiary’s Account
under the Plan an amount equal to the value of the notional accounts credited
to the Participant or Beneficiary under the Tyco SSRP immediately prior to such
transfer.  Benefits for any Participant
or Beneficiary that were credited under the Tyco SSRP prior to the Original
Effective Date and which were transferred to this Plan will be determined in
accordance with the provisions of the Tyco SSRP (and if applicable, under the
Tyco Deferred Compensation Plan for deferrals prior to January 1, 2005),
but paid under this Plan, unless modifications to such transferred benefits are
specifically provided herein or by a subsequent amendment to this Plan or if an
election contemplated under Section 10.20 is made available.  Benefits credited on and after the Original
Effective Date and before the Restated Effective Date shall be determined in
accordance with the provisions of this Plan as originally adopted on June 29,
2007 and any administrative actions taken thereunder to comply in good faith
with the requirements of Section 409A of the Code and the regulations and
rulings promulgated thereunder, unless modifications to such benefits are
specifically provided herein or by a


 


1

















 


subsequent amendment to this Plan or if an election
contemplated under Section 10.20 is made available.  Benefits credited on and after the Restated
Effective Date shall be determined in accordance with the provisions of this
Plan as amended and restated herein.


 


1.3              Deferred
Compensation Plan.  The Company
intends that the Plan shall at all times be maintained on an unfunded basis for
federal income tax purposes under the Code, and administered as a
non-qualified, “top hat” plan exempt from the substantive requirements of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  The provisions of this Plan shall apply to
Base Salary Deferrals, Bonus Compensation Deferrals, Spillover Deferrals,
Matching Credits, Company Credits and Discretionary Credits and to any earnings
credited thereon.


 


ARTICLE
II

Definitions


 


For ease of reference,
the following definitions will be used in the Plan:


 


2.1              Account.  “Account” means the bookkeeping account
maintained on the books of the Company used solely to calculate the amount
payable to each Participant who defers Compensation under this Plan or is
otherwise entitled to a benefit under Article VI and shall not constitute
a separate fund of assets.  The term
“Account” includes the value of amounts transferred from the Tyco SSRP in
conjunction with the Separation.


 


2.2                           Administrative
Error Correction.  “Administrative
Error Correction” means the discretion used by the Plan Administrator to permit
an Administrative Error to be corrected by allowing the affected Eligible
Employee or Participant’s Enrollment and Payment Agreement to be processed as
soon as practicable after December 31 (and any related payroll discrepancy
to be corrected).  Such processing and
correction shall only be allowed to the extent permitted under Code Section 409A
and the regulations and rulings promulgated thereunder.  “Administrative Error” means (i) an
error by an Eligible Employee or Participant to file an Enrollment and Payment
Agreement, or any other similar action, following a good faith attempt, or (ii) the
failure of the Plan Administrator to properly process an Eligible Employee or
Participant’s Enrollment and Payment Agreement.


 


2.3              Affiliated
Company.  “Affiliated Company” shall
mean a United States (a) corporation which, together with TEL, is a member
of a controlled group of corporations (as defined in Section 414(b) of
the Code), (b) trade or business (whether or not incorporated) which is
under common control (as defined in Section 414(c) of the Code) with
TEL, (c) corporation, partnership or other entity which, together with
TEL, is a member of an affiliated service group (as defined in Section 414(m) of
the Code), (d) organization which is required to be aggregated with TEL
pursuant to regulations promulgated under Section 414(o) of the Code,
or (e) any service recipient or employer that is within a controlled group
of corporations as defined in Code Sections 1563(a)(1), (2) and (3) where
the phrase “at least 50%” is substituted in each place “at least 80%” appears
and any service recipient or employer with trades or businesses under common


 


2

















 


control as defined in Code Section 414(c) and
Treas. Reg. Section 1.414(c)-2 where the phrase “at least 50%” is
substituted in each place “at least 80%” appears, provided, however, that when
the relevant determination is to be based upon legitimate business criteria (as
described in Treas. Reg. Section 1.409A-1(b)(5)(iii)(E) and
1.409A-1(h)(3)), the phrase “at least 20%” shall be substituted in each place
“at least 80%” appears as described above with respect to both a controlled
group of corporations and trades or businesses under common control.


 


2.4              Base
Salary.  “Base Salary” means the
annual rate of base salary paid to each Participant as of any date of reference
before any reduction for any amounts deferred by the Participant pursuant to Section 401(k) or
Section 125 of the Code, or pursuant to this Plan or any other
non-qualified plan which permits the voluntary deferral of compensation.


 


2.5              Base
Salary Deferral.  “Base Salary
Deferral” means that portion of Base Salary as to which a Participant has made
an election to defer receipt pursuant to Article V.


 


2.6              Beneficiary(ies).  “Beneficiary” or “Beneficiaries” means the
person or persons designated by the Participant to receive payments under this
Plan in the event of the Participant’s death as provided in Section 10.3.


 


2.7              Board.  “Board” means the Board of Directors of TEL.


 


2.8              Bonus
Compensation.  “Bonus Compensation”
means any annual performance-based cash bonus or incentive compensation payable
to a Participant as of any date of reference before any reduction for any
amounts deferred by the Participant pursuant to Section 401(k) or Section 125
of the Code, or pursuant to this Plan or any other non-qualified plan which
permits the voluntary deferral of compensation. 
Bonus Compensation shall not include any sign-on, retention, spot,
impact or any other special or one-time bonus payment or any amount paid under
any equity incentive plan.


 


2.9              Bonus
Compensation Deferral.  “Bonus
Compensation Deferral” means that portion of Bonus Compensation as to which a
Participant has made an election to defer receipt pursuant to Article V.


 


2.10            Cause.  “Cause” means a Participant’s (i) substantial
failure or refusal to perform duties and responsibilities of his or her job as
required by the Company, (ii) violation of any fiduciary duty owed to the
Company, (iii) conviction of a felony or misdemeanor, (iv) dishonesty,
(v) theft, (vi) violation of Company rules or policy, or (vii) other
egregious conduct, that has or could have a serious and detrimental impact on
the Company and its employees.  The Plan
Administrator, in its sole and absolute discretion, shall determine Cause.  Examples of “Cause” may include, but are not
limited to, excessive absenteeism, misconduct, insubordination, violation of
Company policy, dishonesty, and deliberate unsatisfactory performance (e.g.,
Employee refuses to improve deficient performance).


 


2.11            Change
of Control.  “Change of Control”
means any of the following events:


 


3

















 


(a)           any “person” (as defined in Sections
13(d) and 14(d) of the Exchange Act), excluding for this purpose (i) TEL
or any subsidiary company (wherever incorporated) of TEL as defined by Section 86
of the Companies Act 1981 of Bermuda, as amended (a “Subsidiary”) and (ii) any
employee benefit plan of TEL or any Subsidiary (or any person or entity
organized, appointed or established by TEL for or pursuant to the terms of any
such plan that acquires beneficial ownership of voting securities of TEL), is
or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act) directly or indirectly of securities of TEL representing more
than 30% of the combined voting power of TEL’s then-outstanding securities;
provided, however, that no Change of Control will be deemed to have occurred as
a result of a change in ownership percentage resulting solely from an
acquisition of securities by TEL;


 


(b)           persons who, as of the Restated
Effective Date, constitute the Board (the “Incumbent Directors”) cease for any
reason (including without limitation, as a result of a tender offer, proxy
contest, merger or similar transaction) to constitute at least a majority
thereof, provided that any person becoming a Director of TEL subsequent to the
Restated Effective Date shall be considered an Incumbent Director if such
person’s election or nomination for election was approved by a vote of at least
50% of the Incumbent Directors; but provided further that any such person whose
initial assumption of office is in connection with an actual or threatened
proxy contest relating to the election of members of the Board or other actual
or threatened solicitation of proxies or consents by or on behalf of a “person”
(as defined in Sections 13(d) and 14(d) of the Exchange Act) other
than the Board, including by reason of agreement intended to avoid or settle
any such actual or threatened contest or solicitation, shall not be considered
an Incumbent Director;


 


(c)           consummation of a reorganization,
merger or consolidation or sale or other disposition of at least 80% of the
assets of TEL (a “Business Combination”), in each case, unless, following such
Business Combination, all or substantially all of the individuals and entities
who were the beneficial owners of outstanding voting securities of TEL
immediately prior to such Business Combination beneficially own directly or
indirectly more than 50% of the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the company resulting from such Business Combination
(including, without limitation, a company which, as a result of such
transaction, owns TEL or all or substantially all of TEL’s assets either
directly or through one or more Subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination,
of the outstanding voting securities of TEL; or


 


(d)           approval by the stockholders of TEL
of a complete liquidation or dissolution of TEL;


 


provided, however, that
if and to the extent that any provision of this Plan would cause a payment of
deferred compensation that is subject to Code Section 409A(a)(2) to
be made upon the occurrence of a “Change in Control,” then such payment shall
not be made unless such “Change in Control” satisfies the requirements of Code Section 409A(2)(A)(v) and
applicable regulations and rulings thereunder.


 


4

















 


2.12            Code.  “Code” means the Internal Revenue Code of
1986, as amended (and any regulations thereunder).


 


2.13            Company.  “Company” means Tyco Electronics Corporation,
a Pennsylvania corporation, and its parents, subsidiaries, affiliates and
successors (excluding any parent, subsidiary or affiliate that has not been
approved by the Company for participation in this Plan).  Where the context so requires, “Company” used
in reference to a Participant means the specific entity that is part of the
Company as defined herein that employs the Participant at any relevant time.


 


2.14            Company
Credit.  “Company Credit” means an
amount credited by the Company for the benefit of a Participant pursuant to Section 6.3.


 


2.15            Compensation.  “Compensation” means an Eligible Employee’s (i) Base
Salary as in effect from time to time during a Plan Year, (ii) Commission
Compensation earned during a Plan Year and (iii) Bonus Compensation earned
for an applicable Fiscal Year.  For
purposes of determining a Participant’s Company Credits under Section 6.3
and Discretionary Credits under Section 6.4 for any Plan Year,
Compensation shall include only Base Salary, Bonus Compensation and Commission
Compensation actually paid to the Participant during such Plan Year.  Moreover, for purposes of deferral elections
under Article V and Section 6.1, Compensation shall not include
Commission Compensation.  In no event
shall any of the following items be treated as Compensation hereunder: (i) payments
from this Plan or any other Company nonqualified deferred compensation plan; (ii) income
from the exercise of nonqualified stock options or from the disqualifying
disposition of incentive stock options, or realized upon vesting of restricted
stock or the delivery of shares in respect of restricted stock units (or other
similar items of income related to equity compensation grants or exercises); (iii) reimbursement
for moving expenses or other relocation expenses; (iv) mortgage interest
differentials; (v) payment for reimbursement of taxes; (vi) international
assignment premiums, allowances or other reimbursements; or (vii) any
other payments as determined by the Plan Administrator in its sole discretion.


 


2.16            Commission
Compensation.  “Commission
Compensation” means any commission payable to a Participant as of any date of
reference during the relevant Plan Year before any reduction for any amounts
deferred by the Participant pursuant to Section 401(k) or Section 125
of the Code, or pursuant to this Plan or any other non-qualified plan which
permits the voluntary deferral of compensation.


 


2.17            Compensation
Deferral.  “Compensation Deferral”
means that portion of Compensation as to which a Participant has made an annual
irrevocable election to defer receipt pursuant to Article V or Section 6.1.  A Participant’s Compensation Deferral may
consist of Base Salary Deferrals, Bonus Compensation Deferrals, Spillover
Deferrals, or a combination thereof, as applicable to the Participant.


 


2.18            Disability.  “Disability” means that a Participant either (i) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be


 


5

















 


expected to last for a continuous period of not less
than 12 months, or (ii) by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, is
receiving (and has received for at least three months) income replacement
benefits under any Company-sponsored disability benefit plan.  A Participant who has been determined to be
eligible for Social Security disability benefits shall be presumed to have a
Disability as defined herein.


 


2.19            Discretionary
Credit.  “Discretionary Credit” means
any amount credited to a Participant’s Account under Section 6.4.


 


2.20            Effective
Dates.  “Original Effective Date”
means the original effective date of the Plan, which was June 29,
2007.  “Restated Effective Date” means January 1,
2009.  The provisions of Section 10.20
are effective May 1, 2008.


 


2.21            Eligible
Employee.  “Eligible Employee” for
all purposes under this Plan other than eligibility for a Company Credit under Section 6.3
includes any employee of the Company who is (i) a U.S. citizen or a
resident alien permanently assigned to work in the United States, (ii) paid
on the United States payroll (other than Puerto Rico), (iii) either (a) subject
to the requirements of Section 16(a) of the Exchange Act, (b) included
in career bands 1-3 of the Company’s pay scale, or (c) included in career
band 4 of the Company’s pay scale and nominated by the Company for
participation in this Plan, (iv) paid a Base Salary for a relevant Plan
Year that exceeds the “highly compensated employee” dollar threshold under Code
Section 414(q)(1)(B) for such year and (v) has management
responsibility.  Solely for purposes of
determining eligibility for Company Credits under Section 6.3, “Eligible
Employee” includes any employee of the Company who meets the requirements set
forth in (i) and (ii) above and who, for a relevant Plan Year, is
paid Compensation in excess of the limitation on includible compensation under Section 401(a)(17)
of the Code.  Notwithstanding the
foregoing, employees eligible to participate in any “Non-U.S. Tyco Electronics
Corporation Retirement Plan” shall not be Eligible Employees for purposes of
the Plan.  A “Non-U.S. Tyco Electronics
Corporation Retirement Plan” is defined as any pension or retirement plan,
program or scheme established outside the United States of America that is
either sponsored by a non-US Tyco Electronics Corporation Affiliated Company or
is mandated by a governmental body or under the terms of a bargaining agreement
and shall include any termination or retirement indemnity program and the
national social security arrangements in Italy, Portugal and Spain, but shall
exclude national social security arrangements in any other country.


 


2.22            Enrollment
and Payment Agreement.  “Enrollment
and Payment Agreement” means the authorization form that an Eligible Employee
files with the Plan Administrator to elect a Compensation Deferral under the
Plan for a Plan Year, and/or to elect the timing and form of distribution for
Company Credits or Discretionary Credits for a Plan Year.  An Enrollment and Payment Agreement may be
filed in any form so designated by the Plan Administrator, including
electronically.


 


6

















 


2.23            Exchange
Act.  “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


2.24            Fiscal
Year.  “Fiscal Year” means the
Company’s fiscal year, which is the 52- or 53-week period ending on the Friday
nearest September 30 of each calendar year.


 


2.25            Matching
Credit.  “Matching Credit” means an
amount credited to a Participant’s Account under Section 6.2.


 


2.26            Maximum Matching Percentage.  “Maximum Matching Percentage” for any Plan
Year means the maximum matching contribution percentage available under the
RSIP for such Plan Year for an individual who has the same Years of Service as
the Participant (disregarding any limit on the amount of matching contributions
to the RSIP imposed as a result of the operation of the limitations in Section 401(a)(17),
Section 402(g) or Section 415(c) of the Code or any other
limit imposed by the terms of the RSIP or by the RSIP’s plan administrator).


 


2.27            Measurement
Funds.  “Measurement Funds” means one
or more of the independently established funds or indices that are identified
by the Plan Administrator.  These
Measurement Funds are used solely to calculate the earnings that are credited
to each Participant’s Account(s) in accordance with Article VII
below, and do not represent any beneficial interest on the part of the
Participant in any asset or other property of the Company.  The determination of the increase or decrease
in the performance of each Measurement Fund shall be made by the Plan
Administrator in its reasonable discretion. 
Measurement Funds may be replaced, new funds may be added, or both, from
time to time in the discretion of the Plan Administrator; provided that if the
Measurement Funds hereunder correspond with funds available for investment
under the RSIP, then, unless the Plan Administrator otherwise determines in its
discretion, any addition, removal or replacement of investment funds under the
RSIP shall automatically result in a corresponding change to the Measurement
Funds hereunder.


 


2.28            Participant.  “Participant” means any employee who
satisfies the eligibility requirements set forth in Article IV or a former
employee who has an Account that is not fully distributed.  In the event of the death or incompetency of
a Participant, the term means his or her personal representative or guardian.


 


2.29            Plan.  “Plan” means this Plan, entitled the Tyco
Electronics Corporation Supplemental Savings and Retirement Plan, as amended
from time to time hereafter.


 


2.30            Plan
Administrator.  “Plan Administrator”
means the Benefits Administrative Committee, appointed by the Board of
Directors of Tyco Electronics Corporation to manage and administer the Plan
(or, where the context so requires, any delegate of the Plan Administrator.)


 


2.31            Plan
Year.  “Plan Year” means the 12 month
period beginning on each January 1 and ending on the following December 31.


 


7














 


2.32            Prior
Eligible Employee.  “Prior Eligible
Employee” means any Eligible Employee who incurred a Separation from
Service from the Company or who elected to cancel his or her Compensation
Deferral election pursuant to the reasons set forth in Section 5.5 of
the Plan and who participated in the Plan or any other nonqualified deferred
compensation plan maintained by the Company or any of its Affiliated Company
during the two years preceding such Eligible Employee’s re-employment date.


 


2.33            Responsible
Company.  “Responsible Company” has
the meaning assigned to that term in Section 10.9.


 


2.34            Retirement.  “Retirement” means a Separation from Service
(other than for Cause) (i) after attaining age 55 and (ii) with a
combination of age and Years of Service at Separation from Service totaling at
least 60.


 


2.35            RSIP.  “RSIP” means the Tyco Electronics Corporation
Retirement Savings and Investment Plan (or its immediate predecessor or any
successor plan if the context so indicates) applicable to a Participant.


 


2.36            RSIP
Election.  “RSIP Election” means the
percentage of the Participant’s compensation that he or she has elected to
contribute on a pre-tax basis to the RSIP for a Plan Year, determined at the
beginning of such Plan Year.


 


2.37            Separation.  “Separation” means the transaction whereby
the public shareholders of Tyco International Ltd. were issued stock dividends
consisting of the common stock of Tyco Electronics Ltd. and Covidien Ltd.  The Separation occurred on June 29,
2007.


 


2.38            Separation
Date.  “Separation Date” means the
last day of a Participant’s active employment with the Company before incurring
a Separation from Service without regard to any compensation continuation
arrangement, as determined by the Plan Administrator in its sole discretion.


 


2.39            Separation
from Service.”Separation from Service” or “Separates from
Service” means a Participant’s separation from service with the Company within
the meaning of Code Section 409A and the regulations and rulings
promulgated thereunder.  A Separation
from Service occurs when the facts and circumstances indicate that the Company
and the Participant reasonably anticipated that no further services would be
performed after a certain date or that the level of services the Participant
would perform after such date would permanently decrease to no more than 20% of
the average level of services performed over the immediately preceding 36-month
period or shorter period if the Participant was employed for less than 36
months.


 


2.40            Separation
Payment “Separation Payment” means the payment made on the Participant’s
Separation Date.


 


2.41            Specified
Date Payment.  “Specified Date
Payment” has the meaning set forth in Section 8.1.  “Conditional Specified Date Payment” has the
meaning set forth in Section 8.1.


 


8

















 


2.42            Spillover
Deferrals.  “Spillover Deferrals”
means Compensation Deferrals credited to the Account of a Participant as a
result of an election made for a Plan Year by such Participant in accordance
with the terms of Section 6.1.


 


2.43            TEL.  “TEL” means Tyco Electronics Ltd., a Bermuda
corporation.


 


2.44            Tyco
SSRP.  “Tyco SSRP” means the Tyco
Supplemental Savings and Retirement Plan in effect on the Separation.


 


2.45            Year
of Service.  “Year of Service” means
a Year of Service as determined under the RSIP.


 


ARTICLE
III

Administration


 


3.1              Plan
Administrator.  The Plan shall be
administered by the Plan Administrator, which shall have full discretionary
power and authority to interpret the Plan; to prescribe, amend and rescind any
rules, forms and procedures as it deems necessary or appropriate for the proper
administration of the Plan; and to make any other determinations, including
factual determinations, and take such other actions as it deems necessary or advisable
in carrying out its duties under the Plan. 
All decisions and determinations by the Plan Administrator shall be
final and binding on the Company, Participants, Beneficiaries and any other
persons having or claiming an interest hereunder.


 


ARTICLE
IV

Eligibility for Participation


 


4.1              Current
Participants.  Any Eligible Employee
who has an Account under the Plan immediately prior to the Restated Effective
Date or who has elected to make Compensation Deferrals effective for the 2009
Plan Year shall be deemed a Participant as of the Restated Effective Date.  An individual shall remain a Participant
until that individual has received full payment of all amounts credited to the
Participant’s Account.


 


4.2              Future
Participants.  Any Eligible Employee,
other than a Prior Eligible Employee, who is not a Participant as of the
Restatement Effective Date under Section 4.1 will be eligible to become a
Participant for the first full pay period following the date on which he makes
an initial election to participate or as soon as practicable thereafter
(subject to any limitations set forth herein).


 


4.3              Prior Eligible
Employees.  Any Prior Eligible Employee will
be eligible to become a Participant during the Annual Enrollment Period
immediately following the Prior Eligible Employee’s date of re-employment or
date of Compensation Deferral cancellation.


 


9

















 


ARTICLE
V

Basic Deferral Participation


 


5.1              Election
to Participate.  An Eligible Employee
may elect, by filing an Enrollment and Payment Agreement with the Plan
Administrator or its designee, a Compensation Deferral with respect to (i) Base
Salary payable in a Plan Year and (ii) Bonus Compensation earned for the
Fiscal Year that ends within the Plan Year and payable after the close of such
Fiscal Year.  Enrollment and Payment
Agreements for all such Compensation Deferrals for a Plan Year (or the Fiscal
Year that ends in such Plan Year) must be filed with the Plan Administrator on
or before the November 30 immediately preceding the first day of such Plan
Year unless otherwise permitted by the Plan Administrator in its sole
discretion (but in such case, in no event later than the December 31
immediately preceding the first day of such Plan Year).  An individual who first becomes an Eligible
Employee on or after October 1 of any Plan Year but prior to December 31
of such Plan Year may file an Enrollment and Payment Agreement effective for
the next Plan Year, no later than such December 31, but such Enrollment
and Payment Agreement shall be applicable only to Base Salary for the next Plan
Year.


 


Notwithstanding
the foregoing, to the extent necessary, the Plan Administrator may permit an
Administrative Error Correction.


 


5.2              Amount
of Deferral Election.  Pursuant to
each Enrollment and Payment Agreement for a Plan Year a Participant shall
irrevocably elect to defer as a whole percentage (i) up to 50% of his or
her Base Salary for the applicable Plan Year (or remainder of the Plan Year, as
the case may be); and/or (ii) up to 100% of his or her Bonus Compensation
(net of required withholding) for the applicable Fiscal Year.


 


5.3              Deferral
Limits.  The Plan Administrator may
change the minimum or maximum deferral percentages from time to time.  Any such limits shall be communicated by the
Plan Administrator prior to the due date for the Enrollment and Payment
Agreement.  Amounts deferred under this
Plan will not constitute compensation for any Company-sponsored qualified
retirement plan.


 


5.4              Period
of Commitment.  A Participant’s Enrollment
and Payment Agreement as to a Compensation Deferral shall remain in effect only
for the immediately succeeding Plan or Fiscal Year (or the remainder of the
current year, as applicable), unless the Plan Administrator determines in its
sole discretion to begin treating Participant elections as “evergreen” (i.e.,
as continuing in effect until affirmatively revoked), with such determination
to be made prior to the beginning of the applicable Plan Year and Fiscal Year
for which it is effective and with affected Participants being provided
reasonable advance notice such that they can timely elect to discontinue or
change their prior elections.


 


5.5              Change
of Status.  A Participant’s
Compensation Deferrals for a Plan Year or Fiscal Year may be suspended for the
remainder of such Plan Year or Fiscal Year if (i) the Participant incurs a
Separation from Service during such Plan Year or Fiscal Year, (ii) if the
Participant incurs an “Unforeseeable Emergency” (as defined in Section 8.6)
during


 


10

















 


such Plan or Fiscal Year, (iii) if the
Participant is granted a hardship withdrawal under the RSIP during such Plan
Year or Fiscal Year, or (iv) there occurs any other circumstance
determined by the Plan Administrator which would comply with the applicable
requirements under Code Section 409A and the regulations and rulings
promulgated thereunder.


 


5.6              Vesting
of Compensation Deferrals. 
Compensation Deferrals, and earnings credited thereon, shall be 100%
vested at all times (subject to Section 10.12).


 


ARTICLE
VI

Spillover Participation/Matching, Company and Discretionary Credits


 


6.1              Spillover
Election.  Any Eligible Employee may
elect to make Spillover Deferrals for a Plan Year.  Such election may be made by filing an Enrollment
and Payment Agreement with the Plan Administrator on or before the November 30
immediately preceding the first day of such Plan Year unless otherwise
permitted by the Plan Administrator in its sole discretion (but in such case,
in no event later than the December 31 immediately preceding the first day
of such Plan Year).  Such election shall
be deemed an irrevocable commitment by such Participant to defer hereunder a
percentage of his or her periodic Compensation equal to the Participant’s RSIP
Election for such Plan Year, with such deferrals commencing at the time the
Participant’s pretax RSIP contributions are suspended for the Plan Year as the
result of the imposition of any limitation under the RSIP or applicable law or
any procedure established by the Plan Administrator in accordance with
applicable law and continuing for the remainder of the Plan Year; provided that
a Participant who elects to make Spillover Deferrals will be deemed to have
made a commitment to maintain his or her RSIP Election in effect for the entire
Plan Year (up to the time of such suspension) without change.  An individual who first becomes an Eligible
Employee on or after October 1 of any Plan Year but prior to December 31
of such Plan Year may file a Spillover Deferral election described in this Section 6.1
effective for the next Plan Year, no later than such December 31, but such
Spillover Deferral election shall be applicable only to Base Salary for the
next Plan Year.


 


Notwithstanding
the foregoing, to the extent necessary, the Plan Administrator may permit an
Administrative Error Correction.


 


6.2              Matching
Credits.  An Eligible Employee who
has elected to make Compensation Deferrals for a Plan Year shall receive
Matching Credits, equal to the Participant’s Maximum Matching Percentage
multiplied by (i) the dollar amount of the Participant’s Compensation
Deferrals under Section 5.1 for such Plan Year on Compensation up to the
applicable annual dollar limitation set forth in Section 401(a)(17) of the
Code, and (ii) the amount of Compensation for such Plan Year from which
Spillover Deferrals (if any) are made under Section 6.1 (disregarding any
such Compensation that exceeds the applicable annual dollar limitation set
forth in Section 401(a)(17) of the Code). 
Matching Credits shall be credited to a Participant’s Account at such
time or times as may be determined by the Plan Administrator in its sole
discretion, but in no event less frequently than annually.


 


11

















 


6.3              Company
Credits.  A Participant who is an
Eligible Employee for purposes of this Section 6.3 for any Plan Year shall
receive Company Credits for such Plan Year in an amount equal to the
Participant’s Maximum Matching Percentage for such Plan Year multiplied by the
Participant’s Compensation in excess of the annual dollar limitation set forth
in Section 401(a)(17) of the Code for such Plan Year.  Company Credits shall be credited to a
Participant’s Account at such time or times as may be determined by the Plan
Administrator in its sole discretion, but in no event less frequently than
annually, as of the last day of a Plan Year. 
A Participant who has elected to make Compensation Deferrals for a Plan
Year, and who receives a Company Credit for such Plan Year, shall have the portion
of his or her Account attributable to such Company Credit, if vested,
distributed as specified in his or her Enrollment and Payment Agreement for
such Plan Year.  A Participant who has
not elected to make Compensation Deferrals for a Plan Year, but who receives a
Company Credit for such Plan Year (and has not previously received any Company
Credit under the Plan), shall file with the Plan Administrator an Enrollment
and Payment Agreement as soon as practicable (but no later than 30 days) after
becoming eligible for such Company Credit, electing the timing and form of
payment of the portion of the Participant’s Account attributable to such
Company Credit, if vested.  Such election
shall be deemed to apply also to any Company Credit received in any future Plan
Year for which the Participant does not have in effect an Enrollment and
Payment Agreement.  If such Participant
does not file an Enrollment and Payment Agreement by the date specified by the
Plan Administrator, he or she shall be deemed to have elected to have the
portion of his or her Account attributable to such Company Credit, and each
Company Credit received in a future Plan Year for which the Participant does
not have in effect an Enrollment and Payment Agreement, paid (if vested) as a
Specified Date Payment in a single lump sum in the fifth Plan Year following
the Plan Year for which each such Company Credit was received.


 


6.4              Discretionary
Credits.  A Participant who is an
Eligible Employee for any Plan Year may receive a Discretionary Credit for such
Plan Year.  Such credit shall be in such
amount as may be determined by the Company in its sole discretion, and shall be
credited to the Participant’s Account at such time or times as may be
determined by the Company in its sole discretion.  A Participant who has elected to make
Compensation Deferrals for a Plan Year, and who receives a Discretionary Credit
for such Plan Year, shall have the portion of his or her Account attributable
to such Discretionary Credit (if vested) distributed as specified in his or her
Enrollment and Payment Agreement for such Plan Year.  A Participant who has not elected to make
Compensation Deferrals for a Plan Year, but who receives a Discretionary Credit
for such Plan Year (and has not previously received any Discretionary Credit
under the Plan), shall file with the Plan Administrator an Enrollment and
Payment Agreement as soon as practicable (but no later than 30 days) after
becoming eligible for such Discretionary Credit, electing the timing and form
of payment of the portion of the Participant’s Account attributable to such
Discretionary Credit (if vested).  Such
election shall be deemed to apply also to any Discretionary Credit received in
any future Plan Year for which the Participant does not have in effect an Enrollment
and Payment Agreement.  If such
Participant does not file an Enrollment and Payment Agreement by the date
specified by the Plan Administrator, he or she shall be deemed to have elected
to have the portion of his or her Account attributable to such Discretionary
Credit, and each Discretionary Credit received in a future Plan Year for


 


12

















 


which the Participant does not have in effect an
Enrollment and Payment Agreement, paid (if vested) as a Specified Date Payment
in a single lump sum in the fifth Plan Year following the Plan Year for which
each such Discretionary Credit was received.


 


6.5              Vesting
of Matching, Company and Discretionary Credits.  The portion of a Participant’s Account
attributable to Matching Credits and Company Credits shall become 100% vested
upon the completion of three Years of Service (subject to Section 10.12).  The portion of a Participant’s Account
attributable to Matching Credits and Company Credits shall also become 100%
vested (i) if he or she has a Separation from Service by reason of his or
her death, Disability or Retirement, (ii) upon the occurrence of a Change
of Control (subject in each case to Section 10.12) or (iii) under
such other circumstances as are deemed appropriate by the Company.  The portion of a Participant’s Account
attributable to Discretionary Credits shall become 100% vested upon the date
and/or upon the occurrence of the event(s) specified by the Company in its
sole discretion (subject to Section 10.12).


 


ARTICLE
VII

Participant Account


 


7.1              Establishment
of Account.  The Plan Administrator
shall establish and maintain an Account with respect to each Participant’s
annual Compensation Deferrals, Matching Credits, Company Credits, and/or
Discretionary Credits hereunder, as applicable, and amounts directly
transferred from the Tyco SSRP as of the Effective Date, if any, on behalf of
such Participant.  Compensation Deferrals
pursuant to Section 5.1 and Spillover Deferrals pursuant to Section 6.1
shall be credited by the Plan Administrator to the Participant’s Account as
soon as practicable after the date on which such Compensation would otherwise
have been paid, in accordance with the Participant’s election.  The Participant’s Account shall be reduced by
the amount of payments made to the Participant or the Participant’s Beneficiary
pursuant to this Plan and by any forfeitures.


 


7.2              Earnings
(or Losses) on Account.  Participants
must designate, on an Enrollment and Payment Agreement or by such other means
as may be established by the Plan Administrator, the portion of the credits to
their Account that shall be allocated among the various Measurement Funds.  In default of such designation, credits to a
Participant’s Account shall be allocated to one or more default Measurement
Funds as determined by the Plan Administrator in its sole discretion.  A Participant’s Account shall be credited
with all deemed earnings (or losses) generated by the Measurement Funds, as
elected by the Participant, on each business day for the sole purpose of
determining the amount of earnings to be credited or debited to such Account as
if the designated balance of the Account had been invested in the applicable
Measurement Fund.  Notwithstanding that
the rates of return credited to a Participant’s Accounts are based upon the
actual performance of the corresponding Measurement Funds, the Company shall
not be obligated to invest any amount credited to a Participant’s Account under
this Plan in such Measurement Funds or in any other investment funds.  Upon notice to the Plan Administrator in the
manner it prescribes, a Participant may reallocate the Funds to which his or
her Account is deemed to be allocated.


 


13

















 


7.3              Valuation
of Account.  The value of a
Participant’s Account as of any date shall equal the amounts theretofore
credited to such Account, including any earnings (positive or negative) deemed
to be earned on such Account in accordance with Section 7.2, less the
amounts theretofore deducted from such Account.


 


7.4              Statement
of Account.  The Plan Administrator
shall provide or make available to each Participant (including electronically),
not less frequently than quarterly, a statement in such form as the Plan
Administrator deems desirable setting forth the balance standing to the credit
of his or her Account.


 


7.5              Payments
from Account.  Any payment made to or
on behalf of a Participant from his or her Account in an amount which is less
than the entire balance of his or her Account shall be made pro rata from each
of the Measurement Funds to which such Account is then allocated.  If a payment is not made by the designated
payment date under the Plan, the payment shall be made no later than December 31
of the calendar year in which the designated payment date occurs.


 


7.6              Separate
Accounting.  If and to the extent
required for the proper administration of the vesting or payments provisions of
the Plan, the Plan Administrator may segregate a Participant’s Account into
subaccounts on the books and records of the Plan, all of which subaccounts
shall, together, constitute the Participant’s Account.


 


ARTICLE
VIII

Payments to Participants


 


8.1              Annual
Election.  Except as otherwise
provided in Section 6.3, 6.4, 8.3 or 8.4, any portion of the Participant’s
Account attributable to his or her Compensation Deferrals, vested Matching
Credits, vested Company Credits or vested Discretionary Credits for a Plan Year
shall be distributed (a) as a payment to be made or to commence following
the Participant’s Separation from Service (“Separation Payment”), or (b) as
a payment to be made or to commence at a specified date, without reference to
the Participant’s Separation from Service (a “Specified Date Payment”) or (c) as
a payment to be made or to commence on the earlier to occur of the
Participant’s Separation from Service Date and a specified date, without
reference to the Participant’s Separation from Service (a “Conditional
Specified Date Payment”).  Payments made
in accordance with one of the methods specified in the preceding sentence shall
be made by one of the following methods, as elected by the Participant in the
Enrollment and Payment Agreement filed with the Plan Administrator for such
Plan Year: (i) one lump sum; or (ii) annual installments payable over
a maximum of 10  years.  A Separation Payment shall be made, or shall
commence, within 60 days after March 1 of the year following the year in
which the Participant’s Separation from Service Date occurs.  A Specified Date Payment shall be made, or
shall commence, within 60 days of the March 1st of the payment year designated by the
Participant in the applicable Enrollment and Payment Agreement, which year
shall (a) be no earlier than the year following the year in which the
Participant becomes fully vested in Matching and/or Company Credits under Section 6.5
and (b) be no later than the year following the year in which the
Participant attains age 70.  A


 


14

















 


Conditional Specified Date Payment shall be made, or
shall commence, within 60 days of the March 1st of the year following the year in which the
applicable payment trigger occurs.


 


8.2              Change
in Election.  A Participant who is
actively employed by the Company may change the payment date and/or the form of
an existing payment election for a Plan Year by filing a new payment election,
in the form specified by the Plan Administrator, at least 12 months prior to
the original payment date (in the case of installment payments, the date of the
first scheduled installment payment), provided that such new election delays
the payment year by at least five years from the original payment year, and
provided, further, that such change in election shall not be effective until 12
months from the date it is filed.  A
Participant’s reemployment following the commencement of installment payments
shall not cause any suspension or interruption in such installment
payments.  The provisions of this Section 8.2
shall apply to all change elections made on or after January 1, 2009;
change elections made prior to such date shall be governed by Section 10.20.


 


8.3              Cash-Out
Payments.  Notwithstanding any
election made under Section 8.1 or Section 8.2, if the total value of
the Participant’s Account on the first day of the Plan Year following his or
her Separation from Service is less than $10,000, then the Participant’s
Account shall be paid to the Participant in one lump sum within 60 days of the
year following the year in which the Participant’s Separation from Service
occurs.


 


8.4              Death
or Disability Benefit.  Upon the
death or Disability of a Participant, the Participant or the Participant’s
Beneficiary, as applicable, shall be paid the balance in his or her Account in
the form of a lump sum payment, with such payment to be made within 90 days
after the date of the Participant’s death or Disability.  Such payment shall be in an amount equal to
the value of the Participant’s Account of the last day of the calendar quarter
following the Participant’s death or Disability, with the Measurement Funds
being deemed to have been liquidated on that date to make the payment.


 


8.5              Valuation
of Payments.  Any lump sum benefit
under Sections 8.1, 8.2 or 8.3 shall be payable in an amount equal to the value
of the Participant’s Account (or relevant portion thereof) as of the trading
day immediately preceding the relevant payment date, with the Measurement Funds
being deemed to have been liquidated on that date to make the payment.  The first annual installment payment in a
series of installment payments shall be equal to (i) the value of the
Participant’s Account (or relevant portion thereof) as of the trading day
immediately preceding the relevant payment date, with the Measurement Funds
being deemed to have been liquidated on that date to make the payment, divided
by (ii) the number of installment payments elected by the
Participant.  The remaining installments
shall be paid in an amount equal to (a) the value of such Account (or
relevant portion thereof) as of the trading day immediately preceding the relevant
payment date, with the Measurement Funds being deemed to have been liquidated
on that date to make the payment, divided by (b) the number of remaining
unpaid installment payments.  For
purposes of this section, “trading day” means a day that the New York Stock
Exchange (or, if applicable, any other recognized national securities exchange)
is open for business.


 


15














 


8.6              Unforeseeable
Emergency.  In the event that the
Plan Administrator, upon written request of a Participant, determines that the
Participant has suffered an “unforeseeable emergency” within the meaning of
Code Section 409A(a)(2)(B)(ii), the Participant shall be paid from that
portion of his or her Account resulting from Compensation Deferrals, within 90
days following such determination, an amount necessary to meet the emergency,
after  deduction of any and all taxes as may
be required pursuant to Section 8.7 (but in no event to exceed the maximum
permitted amount determined under Code Section 409A(a)(2)(B)(ii)).


 


8.7              Withholding
Taxes.  The Company may make such
provisions and take such action as it may deem necessary or appropriate for the
withholding of any taxes which the Company is required by any law or regulation
of any governmental authority, whether federal, state or local, to withhold in
connection with any benefits under the Plan, including, but not limited to, the
withholding of appropriate sums from any amount otherwise payable to the
Participant (or his or her Beneficiary). 
Each Participant, however, shall be responsible for the payment of all
individual tax liabilities relating to any such benefits.


 


8.8              Effect
of Payment.  The full payment of the
applicable benefit under this Article VIII shall completely discharge all
obligations on the part of the Company to the Participant (and each
Beneficiary) with respect to the operation of this Plan, and the Participant’s
(and Beneficiary’s) rights under this Plan shall terminate.


 


8.9              Special
Payment Rules for Tyco Deferred Compensation Plan (“DCP”) Accounts.  Unless a Participant has made a revised
election under Sections 8.2 or 10.20, payment of the Participant’s account
attributable to amounts that were previously deferred under the DCP will be
made or commence at the time specified under the terms of the DCP, but the form
of payment will be governed by the terms of the election made by the
Participant with respect to the account, notwithstanding DCP rules that
would invalidate the form of payment, provided, however, that the value of the
Participant’s Account balance is at least $10,000.


 


8.10            Aggregation
of Account Balance Plans.  Pursuant
to Treas. Reg. Section 1.409A-1(c)(2), all “account balance plans,” as
defined in Treas. Reg. Section 1.409A-1(c)(2)(A)(1)-(2), including the
Plan, shall be treated as deferred under a single plan.


 


ARTICLE
IX

Claims Procedures


 


9.1              Filing
a Claim.  Any controversy or claim
arising out of or relating to the Plan shall be filed in writing with the Plan
Administrator in accordance with the Plan Administrator’s procedures.  The Plan Administrator shall make all
determinations concerning such claim. 
Any decision by the Plan Administrator denying such claim shall be in
writing using language calculated to be understood by the Participant and shall
be delivered to the Participant or Beneficiary filing the claim (“Claimant”).


 


16

















 


(a)                                           In
General.  Notice of a denial of benefits
(other than Disability benefits) will be provided within 90 days of the Plan
Administrator’s receipt of the Claimant’s claim for benefits. If the Plan
Administrator determines that it needs additional time to review the claim, the
Plan Administrator will provide the Claimant with a notice of the extension
before the end of the initial 90-day period. The extension will not be more
than 90 days from the end of the initial 90-day period and the notice of
extension will explain the special circumstances that require the extension and
the date by which the Plan Administrator expects to make a decision.


 


(b)                                           Disability
Benefits.  Notice of denial of
Disability benefits will be provided within 45 days of the Plan Administrator’s
receipt of the Claimant’s claim for Disability benefits (unless such period is
extended, as provided below).  If the
Plan Administrator determines that it needs additional time to review the
Disability claim, the 45-day period may be extended by the Plan Administrator
for up to 30 days.  The Plan
Administrator will provide the Claimant with a notice of the extension before
the end of the initial 45-day period.  If
the Plan Administrator determines that a decision cannot be made within the
first 30-day extension due to matters beyond the control of the Plan
Administrator, the period for making a determination may be further extended
for an additional 30 days.  If such an
additional extension is necessary, the Plan Administrator shall notify the Claimant
prior to the expiration of the initial 30-day extension.  Any notice of extension shall indicate the
circumstances necessitating the extension of time, the date by which the Plan
Administrator expects to furnish a notice of decision, the standards on which
entitlement to a benefit is based, the unresolved issues that prevent a
decision on the claim, and any additional information needed to resolve those
issues.  A Claimant will be provided a
minimum of 45 days to submit any necessary additional information to the Plan
Administrator.  In the event that a
30-day extension is necessary due to a Claimant’s failure to submit information
necessary to decide a claim, the period for furnishing a notice of decision
shall be tolled from the date on which the notice of the extension is sent to
the Claimant until the earlier of the date the Claimant responds to the request
for additional information or the response deadline.


 


(c)                                           Contents
of Notice.  If a claim for benefits
is completely or partially denied, notice of such denial shall include a
written explanation, using language calculated to be understood by the
Participant.


 


(i)                                                            The
decision shall set forth (a) the specific reason or reasons for such
denial, (b) specific reference(s) to the relevant provision(s) of
this Plan on which such denial is based, (c) a description, where
appropriate, as to how the Claimant can perfect the claim, including a
description of any additional material or information necessary to complete the
claim and why such material or information is necessary, (d) the appropriate
information as to the steps to be taken if the Participant wishes to submit the
claim for review, (e) the time limits for requesting a review under Section 9.2,
and (f) a statement of the Claimant’s right to bring a civil action under Section 502(a) of
ERISA following an adverse decision on review.


 


(ii)                                                           In
the case of a complete or partial denial of a Disability benefit claim, the
notice shall also provide a statement that the Plan Administrator will


 


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provide to the Claimant,
upon request and free of charge, a copy of any internal rule, guideline,
protocol, or other similar criterion that was relied upon in making the
decision.


 


9.2              Appeal
of Denied Claims.  A Claimant whose
claim has been completely or partially denied shall be entitled to appeal the
claim denial by filing a written appeal with the Plan Administrator within the
deadlines described below.  A Claimant
(or his or her authorized representative) who timely requests a review of the
denied claim may review, upon request and free of charge, copies of all
documents, records and other information relevant to the denial and may submit
written comments, documents, records and other information relevant to the
claim to the Plan Administrator.  All written
comments, documents, records, and other information shall be considered
“relevant” if the information (a) was relied upon in making a benefits
determination, (b) was submitted, considered or generated in the course of
making a benefits decision regardless of whether it was relied upon to make the
decision, or (c) demonstrates compliance with administrative processes and
safeguards established for making benefit decisions. The Plan Administrator
may, in its sole discretion and if it deems appropriate or necessary, decide to
hold a hearing with respect to the claim appeal.


 


(a)                                           In
General.  Appeal of a denied benefits
claim (other than a Disability benefits claim) must be filed in writing with
the Plan Administrator no later than 60 days after receipt of the written
notification of such claim denial.  The
Plan Administrator shall make its decision regarding the merits of the denied
claim within 60 days following receipt of the appeal (or within 120 days after
such receipt in a case where there are special circumstances requiring an
extension of time for reviewing the appealed claim).  If an extension of time for reviewing the
appeal is required, notice of the extension shall be furnished to the Claimant
prior to the commencement of the extension. The notice will indicate the
special circumstances requiring the extension of time and the date by which the
Plan Administrator expects to render the determination on review.  The review will take into account comments,
documents, records and other information submitted by the Claimant relating to
the claim without regard to whether such information was submitted or
considered in the initial benefit determination.


 


(b)                                           Disability
Benefits.  Appeal of a denied
Disability benefits claim must be filed in writing with the Plan Administrator
no later than 180 days after receipt of the notification of such claim
denial.  The review shall be conducted by
the Plan Administrator (exclusive of the person who made the initial adverse
decision or such person’s subordinate). 
In reviewing the appeal, the Plan Administrator shall (1) not
afford deference to the initial denial of the claim, (2) consult a medical
professional who has appropriate training and experience in the field of
medicine relating to the Claimant’s disability and who was neither consulted as
part of the initial denial nor is the subordinate of such individual, and (3) identify
the medical or vocational experts whose advice was obtained with respect to the
initial benefit denial, without regard to whether the advice was relied upon in
making the decision.  The Plan
Administrator shall make its decision regarding the merits of the denied claim
within 45 days following receipt of the appeal or within 90 days after such
receipt, in a case where there are special circumstances requiring an extension
of time for reviewing the appealed claim. 
If an extension of time for reviewing the appeal is required because of
special circumstances, written notice of


 


18

















 


the extension shall be
furnished to the Claimant prior to the commencement of the extension. The
notice will indicate the special circumstances requiring the extension of time
and the date by which the Plan Administrator expects to render the
determination on review.  Following its
review of any additional information submitted by the Claimant, the Plan
Administrator shall render a decision on its review of the denied claim.


 


(c)                                           Contents
of Notice.  If a benefits claim is
completely or partially denied on review, notice of such denial shall set forth
the reasons for denial in language calculated to be understood by the
Participant.


 


(i)                                                            The
decision on review shall set forth (a) the specific reason or reasons for
the denial, (b) specific reference(s) to the relevant provision(s) of
this Plan on which the denial is based, (c) a statement that the Claimant
is entitled to receive, upon request and free of charge, reasonable access to
and copies of all documents, records, or other information relevant (as defined
above) to the Claimant’s claim, and (d) a statement of the Claimant’s
right to bring an action under Section 502(a) of ERISA.


 


(ii)                                                           For
the denial of a Disability benefit, the notice will also include a statement
that the Plan Administrator will provide, upon request and free of charge:  (a) any internal rule, guideline,
protocol or other similar criterion relied upon in making the decision, and (b) any
medical opinion relied upon to make the decision.


 


9.3              Legal
Action.  A Claimant may not bring any
legal action relating to a claim for benefits under the Plan unless and until
the Claimant has followed the claims procedures under the Plan and exhausted
his or her administrative remedies under such claims procedures.


 


9.4              Discretion
of the Plan Administrator.  All
interpretations, determinations and decisions of the Plan Administrator with
respect to any claim shall be made in its sole discretion, and shall be final
and conclusive.


 


ARTICLE
X

Miscellaneous


 


10.1            Protective
Provisions.  Each Participant and
Beneficiary shall cooperate with the Plan Administrator by furnishing any and
all information requested by the Plan Administrator in order to facilitate the
payment of benefits hereunder.  If a
Participant or Beneficiary refuses to cooperate with the Plan Administrator, the
Company shall have no further obligation to the Participant or Beneficiary
under the Plan, other than payment of the then-current balance of the
Participant’s Accounts in accordance with prior elections and subject to Section 10.12.


 


10.2            Inability
to Locate Participant or Beneficiary. 
In the event that the Plan Administrator is unable to locate a
Participant or Beneficiary within two years following the date the Participant
was to commence receiving payment, the entire amount allocated to the Participant’s
Account shall be forfeited.  If, after
such forfeiture, the Participant or


 


19

















 


Beneficiary later claims such benefit, such benefit
shall be reinstated without interest or earnings from the date payment was to
commence pursuant to Article VIII.


 


10.3            Designation
of Beneficiary.  Each Participant may
designate in writing a Beneficiary or Beneficiaries (which Beneficiary may be
an entity other than a natural person if approved by the Plan Administrator in
its sole discretion) to receive any payments which may be made under the Plan
following the Participant’s death.  No
Beneficiary designation shall become effective until it is in writing and it is
filed with the Plan Administrator.  A
Beneficiary designation under the Plan may be separate from all other
retirement-type plans sponsored by the Company. 
Such designation may be changed or canceled by the Participant at any
time without the consent of any such Beneficiary.  Any such designation, change or cancellation
must be made in a form approved by the Plan Administrator and shall not be
effective until received by the Plan Administrator or its designee.  If no Beneficiary has been named, or the
designated Beneficiary or Beneficiaries have predeceased the Participant, the
Beneficiary shall be the Participant’s estate. 
If a Participant designates more than one Beneficiary, the interests of
such Beneficiaries shall be paid in equal shares, unless the Participant has
specifically designated otherwise.


 


10.4            No
Contract of Employment.  Neither the
establishment of the Plan, nor any modification thereof, nor the creation of
any fund, trust or account, nor the payment of any benefits shall be construed
as giving any Participant, or any person whosoever, the right to be retained in
the service of the Company, and all Participants and other employees shall
remain subject to discharge to the same extent as if the Plan had never been
adopted.


 


10.5            No
Limitation on Company Actions. 
Nothing contained in the Plan shall be construed to prevent the Company
from taking any action which is deemed by it to be appropriate or in its best
interest.  No Participant, Beneficiary,
or other person shall have any claim against the Company as a result of such
action.


 


10.6            Obligations
to Company.  If a Participant becomes
entitled to a payment of benefits under the Plan, and if at such time the
Participant has outstanding any debt, obligation, or other liability
representing an amount owing to the Company, then the Company may offset such
amount owed to it against the amount of benefits otherwise distributable;
provided, however, that such deductions cannot exceed $5,000 in the
aggregate.  Such determination shall be
made by the Plan Administrator in its sole discretion.


 


10.7            No
Liability for Action or Omission. 
Neither the Company nor any director, officer or employee of the Company
shall be responsible or liable in any manner to any Participant, Beneficiary or
any person claiming through them for any benefit or action taken or omitted in
connection with the granting of benefits, the continuation of benefits, or the
interpretation and administration of this Plan.


 


10.8            Nonalienation
of Benefits.  Except as otherwise
specifically provided herein, all amounts payable hereunder shall be paid only
to the person or persons designated by the


 


20

















 


Plan and not to any other person or corporation.  No part of a Participant’s Account shall be
liable for the debts, contracts, or engagements of any Participant, or his or
her Beneficiary or successors in interest, nor shall such accounts of a
Participant be subject to execution by levy, attachment, or garnishment or by
any other legal or equitable proceeding, nor shall any such person have any
right to alienate, anticipate, commute, pledge, encumber, or assign any
benefits or payments hereunder in any manner whatsoever.  If any Participant, Beneficiary or successor
in interest is adjudicated bankrupt or purports to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge any payment from the Plan,
voluntarily or involuntarily, the Plan Administrator, in its discretion, may
cancel such payment (or any part thereof) to or for the benefit of such
Participant, Beneficiary or successor in interest in such manner as the Plan
Administrator shall direct. 
Notwithstanding the foregoing, all or a portion of a Participant’s
Account may be awarded to an “alternate payee” (within the meaning of Section 206(d)(3)(K) of
ERISA) if and to the extent so provided in a judgment, decree or order that, in
the Committee’s sole discretion, would meet the applicable requirements for
qualification as a “qualified domestic relations order” (within the meaning of Section 206(d)(3)(B)(i) of
ERISA) if the Plan were subject to the provisions of Section 206(d) of
ERISA.  Such amounts shall be payable to
the alternate payee in the form of a lump sum distribution and shall be paid
within 90 days following the Plan Administrator’s determination that the order
satisfies the requirements to be a “qualified domestic relations order.”


 


10.9            Liability
for Benefit Payments.  The obligation
to pay or provide for payment of a benefit hereunder to any Participant or his
or her Beneficiary shall, at all times, be the sole and exclusive liability and
responsibility of the company that employed the Participant immediately prior
to the event giving rise to a payment obligation (the “Responsible
Company”).  No other company or parent,
affiliated, subsidiary or associated company shall be liable or responsible for
such payment, and nothing in this Plan shall be construed as creating or
imposing any joint or shared liability for any such payment (other than the TEL
guarantee set forth in Section 10.10 below).  The fact that a company or a parent, affiliated,
subsidiary or associated company other than the Responsible Company actually
makes one or more payments to a Participant or his or her Beneficiary shall not
be deemed a waiver of this provision; rather, any such payment shall be deemed
to have been made on behalf of and for the account of the Responsible Company.


 


10.10          TEL
Guarantee.  TEL guarantees the
payment by the Responsible Company (as defined in Section 10.9) of any
benefits provided for or contemplated under this Plan which either (i) the
Responsible Company concedes are due and owing to a Participant or Beneficiary
or (ii) are finally determined to be due and owing to a Participant or
Beneficiary, but which in either case the Responsible Company fails to pay.


 


10.11          Unfunded
Status of Plan.  The Plan is intended
to constitute an “unfunded” deferred and supplemental retirement compensation
plan for Participants, with all benefits payable hereunder constituting an
unfunded contractual payment obligation of the Company.  Nothing contained in the Plan, and no action
taken pursuant to the Plan, shall create or be construed to create a trust of
any kind.  The Company shall reflect on
its


 


21

















 


books the Participants’ interests hereunder, but no
Participant or any other person shall under any circumstances acquire any
property interest in any specific assets of the Company.  Nothing contained in this Plan and no action
taken pursuant hereto shall create or be construed to create a fiduciary
relationship between the Company and any Participant or other person.  A Participant’s right to receive payments
under the Plan shall be no greater than the right of an unsecured general
creditor of the Company.  Except to the
extent that the Company determines that a “rabbi” trust may be established in
connection with the Plan, all payments shall be made from the general funds of
the Company, and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment.  The Company’s obligations under this Plan are
not assignable or transferable except to (i) any corporation or
partnership which acquires all or substantially all of the Company’s assets or (ii) any
corporation or partnership into which the Company may be merged or
consolidated.  The provisions of the Plan
shall inure to the benefit of each Participant and the Participant’s
Beneficiaries, heirs, executors, administrators or successors in interest.


 


10.12          Forfeiture
for Cause.  Notwithstanding any other
provision of this Plan, if a Participant’s employment is terminated for Cause,
or if the Plan Administrator determines that a Participant who has a Separation
from Service for any other reason had engaged in conduct prior to his or her
Separation from Service which would have constituted Cause, then the Plan
Administrator may determine in its sole discretion that such Participant’s
Account under the Plan shall be forfeited and shall not be payable hereunder.


 


10.13          Governing
Law.  This Plan shall be construed in
accordance with and governed by the laws of the Commonwealth of Pennsylvania to
the extent not superseded by federal law, without reference to the principles
of conflict of laws.


 


10.14          Severability
of Provisions.  If any provision of
this Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and this Plan
shall be construed and enforced as if such provisions had not been included.


 


10.15          Headings
and Captions.  The headings and
captions herein are provided for reference and convenience only, shall not be
considered part of the Plan, and shall not be employed in the construction of
the Plan.


 


10.16          Gender,
Singular and Plural.  All pronouns
and any variations thereof shall be deemed to refer to the masculine, feminine,
or neuter, as the identity of the person or persons may require.  As the context may require, the singular may
read as the plural and the plural as the singular.


 


10.17          Notice.  Any notice or filing required or permitted to
be given to the Plan Administrator under the Plan shall be sufficient if in
writing and hand delivered, or sent by registered or certified mail, to the
Plan Administrator, Tyco Electronics Corporation Supplemental Savings and
Retirement Plan, c/o Tyco Electronics Corporation HR Benefits, 1050 Westlakes
Drive, Berwyn, PA 19312 or to such other person or entity as


 


22

















 


the Plan Administrator may designate from time to
time.  Such notice shall be deemed given
as of the date of delivery, or, if delivery is made by mail, as of the date
shown on the postmark on the receipt for registration or certification.


 


10.18          Amendment
and Termination.  The Plan may be
amended, suspended, or terminated at any time by Tyco Electronics Corporation
in whole or part in its sole discretion; provided, however, that no such
amendment, suspension or termination shall result in any reduction in the value
of a Participant’s Account determined as of the effective date of such
amendment.  In addition, the Plan, and/or
the terms of any election made hereunder, may be amended at any time and in any
respect by Tyco Electronics Corporation or by the Plan Administrator if and to
the extent recommended by counsel in order to conform to the requirements of
Code Section 409A and regulations thereunder or to any other Code Section or
regulation that bears on the tax-deferred character of the benefits provided
hereunder or to maintain the tax-qualified status of the RSIP.  In the event of any suspension or termination
of the Plan or any portion thereof, payment of affected Participants’ Accounts
shall be made under and in accordance with the terms of the Plan and the
applicable elections (except that the Plan Administrator may determine, in its
sole discretion, to accelerate payments to all such Participants if and to the
extent that such acceleration is permitted under Code Section 409A and
regulations thereunder).


 


10.19          Delay
of Payment for Specified Employees. 
Notwithstanding any provision of this Plan to the contrary, in the case
of any Participant who is a “specified employee” as of the date of such
Participant’s Separation from Service within the meaning of Code Section 409A(a)(2)(B)(i),
no distribution under this Plan may be made, or may commence, before the date
which is six months after such Participant’s Separation from Service Date (or,
if earlier, the date of the Participant’s death).


 


23

















 


10.20          Special
Rule Regarding Election Changes On or Before December 31, 2008.  To the extent permitted under the provisions
of Internal Revenue Service Notice 2005-1, A-19(c) and subsequent related
guidance, the Company may, in its sole discretion, permit a Participant to
modify an existing election with respect to the timing and form of payment of
the Participant’s Account hereunder, including, in the Company’s discretion,
amounts deferred under the Tyco Deferred Compensation Plan that were vested as
of December 31, 2004 and would otherwise not be subject to the provisions
of this Plan, without regard to the limitations set forth in Section 8.2,
so long as: (i) such modification is made on or before December 31,
2008, (ii) such modified election is consistent with the provisions of
Sections 8.1 and 10.19 hereof, and (iii) the modified election is made in
a year prior to the year in which payment would have been made hereunder but
for such election.  Participants who are
offered such an election for amounts deferred under this Plan (or under a
predecessor plan) prior to the Restated Effective Date and who decline to make
such an election shall thereafter have that portion of their Account
attributable to such deferrals governed by the provisions of this Plan as in
effect as of the Restated Effective Date and any previous elections applicable
thereto (except to the extent otherwise required in order to comply with Code Section 409A).


 


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