exv10wfw3



 





Exhibit 10-f-3




ROCKWELL COLLINS 2005

DEFERRED COMPENSATION PLAN



The purpose of this Plan is to provide certain specified benefits to a select group of management
and highly compensated employees who contribute materially to the continued growth, development and
future business success of Rockwell Collins, Inc. and its affiliates. This Plan is unfunded for
tax purposes and for purposes of Title I of ERISA.



This Plan is established effective as of January 1, 2005 for deferred compensation that was earned
and vested after December 31, 2004 under the Rockwell Collins Deferred Compensation Plan and for
compensation deferred for the period subsequent to the date this Plan is established.




ARTICLE I: DEFINITIONS





	1.010	 	Account means one of the accounts established for the purpose of measuring and
determining a Participant’s interest in this Plan, such accounts being the Participant’s
Salary Deferral Account, Company Match Account, Incentive Compensation Deferral Account, and
Performance Award Account.
	 
	1.020	 	Account Balance means, with respect to each Participant, an account in the records
of the Company equal to the sum of the Participant’s:






	 	(a)	 	Salary Deferral Account balance;
	 
	 	(b)	 	Company Match Account balance;
	 
	 	(c)	 	Incentive Compensation Deferral Account balance; and
	 
	 	(d)	 	Performance Award Account balance.






	 	 	 	The Account Balance (and each underlying balance making up such Account Balance) is a
bookkeeping entry only and will be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his designated Beneficiary,
pursuant to this Plan.






	1.030	 	Affiliate means:






	 	(a)	 	any corporation incorporated under the laws of one of the United States of
America of which the Company owns, directly or indirectly, eighty percent (80%) or more
of the combined voting power of all classes of stock or eighty




 









 






	 	 	 	percent (80%) or more of
the total value of the shares of all classes of stock (all within the meaning of Code
Section 1563);






	 	(b)	 	any partnership or other business entity organized under such laws, of which
the Company owns, directly or indirectly, eighty percent (80%) or more of the voting
power or eighty percent (80%) or more of the total value (all within the meaning of
Code Section 414(c)); and
	 
	 	(c)	 	any other company deemed to be an Affiliate by the Company’s Board of
Directors.






	1.040	 	Annual Company Match Amount for any Plan Year means the amount determined in
accordance with Section 3.030.
	 
	1.050	 	Annual Deferral Amount means that portion of a Participant’s Base Annual Salary,
Incentive Compensation, and/or Performance Award which a Participant elects to have deferred,
in accordance with Article III, for any one Plan Year. In the event of a Participant’s
Retirement, Disability (if deferrals cease in accordance with Section 9.010), death or a
Separation from Service prior to the end of a Plan Year, such year’s Annual Deferral Amount
will be the actual amount withheld prior to such event.
	 
	1.060	 	Annual Installment Method means a benefit payment method involving a series of
annual installment payments over the number of years selected by the Participant in accordance
with this Plan, which will be calculated in the manner set forth in this Section. The Account
Balance of the Participant will be determined as of the close of business on the last business
day of the calendar year. The annual installment will be calculated by multiplying this
balance by a fraction, the numerator of which is one (1), and the denominator of which is the
remaining number of annual payments due the Participant. (By way of example, if a Participant
were to elect a 10-year payment under the Annual Installment Method, the first payment would
be one-tenth (1/10) of the Account Balance, calculated as described in this definition. The
following year, the payment would be one-ninth (1/9) of the Account Balance, calculated as
described in this definition.) Each annual installment will be paid within the first sixty
(60) days of the calendar year following the applicable year.
	 
	1.070	 	Base Annual Salary means the Employee’s annualized salary rate for services
performed by such Employee on behalf of the Company or an Affiliate, whether or not paid to
him in such calendar year or included on the Federal Income Tax Form W-2 for such calendar
year, excluding bonuses, commissions, overtime, fringe benefits, stock options, stock
appreciation rights, restricted stock, restricted stock units, relocation expenses, incentive
payments, Performance Awards, non-monetary awards, directors fees and other fees, automobile
and other allowances (whether or not such allowances are
included in the Employee’s gross income) paid to a Participant for employment services
rendered. Base Annual Salary will be calculated before reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to all qualified or
non-qualified plans of the Company or any Affiliate and will be calculated to include
amounts not otherwise included in the Participant’s gross income under Code Section




2









 






	 	 	125,
402(e)(3), 402(h), or 403(b), pursuant to plans established by the Company or an Affiliate;
provided, however, that all such amounts will be included in compensation only to the extent
that, had there been no such plan, the amount would have been payable in cash to the
Participant.






	1.080	 	Beneficiary means one or more persons, trusts, estates or other entities, designated
in accordance with Article XI who or which are entitled to receive benefits under this Plan
upon the death of a Participant.
	 
	1.090	 	Beneficiary Designation Form means the written or electronic form established from
time to time by the Committee or its delegate that a Participant completes, signs and returns
to the Committee or its delegate, in order to designate one or more Beneficiaries.
	 
	1.100	 	Board of Directors means the Company’s Board of Directors.
	 
	1.110	 	Change of Control means any of the following:






	 	(a)	 	The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then
outstanding shares of common stock of the Company (the “Outstanding Company Common
Stock”) or (2) the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this subsection
(a), the following acquisitions shall not constitute a Change of Control: (w) any
acquisition directly from the Company, (x) any acquisition by the Company, (y) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company or (z) any acquisition
pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection
(c) of this Section 1.110; or
	 
	 	(b)	 	Individuals who, as of the date hereof, constitute the Board of Directors of
the Company (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board of Directors; provided, however, that any individual becoming a
director subsequent to that date whose election, or nomination for election by the
Company’s shareowners, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such individual were
a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board of Directors;
or




3









 






	 	(c)	 	Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or the acquisition
of assets of another entity (a “Company Transaction”), in each case, unless, following
such Company Transaction, (1) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such Company Transaction
beneficially own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and 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 corporation resulting from such Company Transaction
(including, without limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Company Transaction of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no
Person (excluding any employee benefit plan (or related trust) of the Company or of
such corporation resulting from such Company Transaction) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Company Transaction or the combined voting
power of the then outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Company Transaction and (3) at least a
majority of the members of the board of directors of the corporation resulting from
such Company Transaction were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board of Directors,
providing for such Company Transaction; or
	 
	 	(d)	 	Approval by the Company’s shareowners of a complete liquidation or dissolution
of the Company.






	1.120	 	Code means the Internal Revenue Code of 1986, as from time to time amended.
	 
	1.130	 	Committee means the Compensation Committee of the Board of Directors.
	 
	1.140	 	Company means Rockwell Collins, Inc., a Delaware corporation.
	 
	1.150	 	Company Match Account means:






	 	(a)	 	the sum of all of a Participant’s Annual Company Match Amounts,
	 
	 	(b)	 	adjusted by amounts credited or debited (gains or losses) thereto, in
accordance with the provisions of Section 4.020(b), as such provisions relate to such
Company Match Account, and




4









 






	 	(c)	 	reduced by any amount debited thereon equal to the amount of all distributions
made to the Participant or his Beneficiary pursuant to this Plan which are related to
such Company Match Account.






	1.160	 	Deduction Limitation means the following described limitation on a benefit that may
otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise
provided, this limitation will be applied to all distributions that are “subject to the
Deduction Limitation” under this Plan. If the Company determines in good faith prior to a
Change of Control that it is reasonably anticipated that any compensation paid to a
Participant for a taxable year of the Company would not be deductible by the Company solely by
reason of the limitation under Code Section 162(m), then, to the extent deemed necessary by
the Company to ensure that the entire amount of any distribution to the Participant pursuant
to this Plan prior to the Change of Control is deductible, the Company may defer all or any
portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation
will continue to be credited/debited with additional amounts in accordance with Section
4.020(b), even if such amount is being paid out in installments. The amounts so deferred and
amounts credited thereon will be distributed to the Participant or his Beneficiary (in the
event of the Participant’s death) at the earlier of (a) the earliest possible date in the
calendar year, as determined in good faith by the Company, on which the deductibility of
compensation paid or payable to the Participant for the taxable year of the Company during
which the distribution is made will not be limited by Section 162(m), or (b) the Participant’s
Separation from Service or Retirement. Notwithstanding anything to the contrary in this Plan,
the Deduction Limitation will not apply to any distributions made after a Change of Control.
	 
	1.170	 	Deferral Election means a written or electronic election made pursuant to Article
III by a Participant to defer receipt of a part of his Base Annual Salary, or to defer receipt
of all or a part of his Incentive Compensation, including without limitation any Performance
Award.
	 
	1.180	 	Deferral Election Form means the form established from time to time by the Committee
or its delegate that a Participant completes, signs and returns to the Committee or its
delegate to make a Deferral Election pursuant to Article III, in order to defer receipt of a
part of his Base Annual Salary or to defer receipt of all or a part of his Incentive
Compensation, including without limitation any Performance Award.
	 
	1.190	 	Disability has the meanings set forth in Section 409A. Specifically, for purposes
of this Plan and Section 409A, a Participant will be considered to have incurred a Disability
if the Participant is:






	 	(a)	 	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 expected to last for a continuous period of not less than twelve
(12) months; or
	 
	 	(b)	 	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 less than twelve (12) months, receiving income replacement benefits for




5









 






	 	 	 	a period of
not less than three (3) months under an accident or health plan covering employees of
the Company or any Affiliate.






	1.200	 	Effective Date means January 1, 2005.
	 
	1.210	 	Eligible Employee means:






	 	(a)	 	For the Plan Year commencing January 1, 2005, any Employee who is employed in
the United States by the Company or any Affiliate whose Base Annual Salary for 2005 is
greater than or equal to $110,000.
	 
	 	(b)	 	For the Plan Year commencing January 1, 2006, any Employee who is employed in
the United States by the Company or any Affiliate whose Base Annual Salary for 2006 is
greater than or equal to $120,000.
	 
	 	(c)	 	For Plan Years commencing on or after January 1, 2007, any Employee who is
employed in the United States by the Company or an Affiliate whose Pay Grade on or
after January 1, 2007 is equal to D5, E6, M0, or M5 through M9 before July 23, 2007, or
is equal to D5, E6, M0, M1, or M6 through M9 on or after July 23, 2007.






	1.220	 	Employee means any person who is employed by the Company or by an Affiliate.
	 
	1.230	 	ERISA means the Employee Retirement Income Security Act of 1974, as from time to
time amended.
	 
	1.240	 	Exchange Act means the Securities Exchange Act of 1934, as amended.
	 
	1.245	 	409A Change of Control means a “Change of Control Event” as defined in Treasury
Regulation Section 1.409A-3(i)(5)(i) and set forth in Treasury Regulation Section
1.409A-3(i)(5)(v)-(vii), applying the default rules and percentages set forth in such Treasury
Regulation.
	 
	1.250	 	Incentive Compensation means any award payable to a Participant under an incentive
compensation plan sponsored by the Company or an Affiliate which, but for a Deferral Election
under the Plan, would be paid to the Participant and considered to be “wages” for purposes of
United States federal income tax withholding, including without limitation any incentive
compensation payable pursuant to the Company’s incentive payment plan(s) and annual incentive
compensation plan(s) for Senior Executives, and any change of control agreement entered into
between the Company and a Participant.
	 
	1.260	 	Incentive Compensation Deferral means a deferral by a Participant of part or all of
his Incentive Compensation otherwise payable to him with respect to a particular fiscal year
of the Company.
	 
	1.270	 	Incentive Compensation Deferral Account means:






	 	(a)	 	the sum of all of a Participant’s Incentive Compensation Deferrals,




6









 






	 	(b)	 	adjusted by amounts credited or debited (gains or losses) thereto, in
accordance with the provisions of Section 4.020(b) which are related to such Incentive
Compensation Deferral Account, and
	 
	 	(c)	 	reduced by any amount debited thereon equal to the amount of all distributions
made to the Participant or his Beneficiary pursuant to this Plan which are related to
such Incentive Compensation Deferral Account.






	1.280	 	Measurement Funds means the investment vehicles offered under this Plan which are
identified and described in communication materials made available to Participants by the
Company, each of whose purpose is to mirror, to the greatest extent reasonably possible, the
investment performance of a particular benchmark mutual fund sponsored and offered by Fidelity
Investments.
	 
	1.290	 	Named Fiduciary means the Committee, its delegates, the Trustee and, following the
occurrence of a Change of Control, the third-party fiduciary described in Section 14.020 of
this Plan.
	 
	1.300	 	Non-Qualified Savings Plan means the Rockwell Collins 2005 Non-Qualified Retirement
Savings Plan, as amended from time to time.
	 
	1.310	 	Participant means any Eligible Employee:






	 	(a)	 	who is an employee of Rockwell Collins, Inc. (or one of its Affiliates);
	 
	 	(b)	 	who elects to participate in the Plan;
	 
	 	(c)	 	who completes a Participation Agreement and a Beneficiary Designation Form;
	 
	 	(d)	 	whose completed Participation Agreement and Beneficiary Designation Form are
accepted by the Committee or its delegate;
	 
	 	(e)	 	who commences participation in the Plan; and
	 
	 	(f)	 	who has not elected to terminate participation in the Plan.






	 	 	 	A spouse or former spouse of a Participant will not be treated as a Participant in the Plan
or have an Account Balance under the Plan, even if the spouse or former spouse has an
interest in the Participant’s benefits under the Plan as a result of applicable law or
property settlements resulting from legal separation or divorce.
	 
	 	 	 	Notwithstanding any other provision of this Plan to the contrary, no Eligible Employee or
any other person, individual or entity shall become a Participant in this Plan on or after
the day on which a Change of Control occurs.






	1.320	 	Participation Agreement means a written or electronic agreement, as may be amended
from time to time, which is provided to an Eligible Employee or Participant by the Committee
or its delegate. Each such Participation Agreement will describe the benefits




7









 






	 	 	to which such
Participant is entitled under the Plan. The Participation Agreement bearing the latest date by
the Committee or its delegate will supersede all previous such Participation Agreements in
their entirety and will govern the Eligible Employee’s or Participant’s entitlement to
benefits hereunder. The terms of any such Participation Agreement may be different for a
particular Participant.






	1.325	 	Performance Award means any Performance Share or Performance Unit awarded under (and
as defined in) the Company’s 2001 Long-Term Incentives Plan or 2006 Long-Term Incentives Plan.
	 
	1.326	 	Performance Award Deferral means any deferral of a Performance Award made pursuant
to and in accordance with the terms of this Plan.
	 
	1.328	 	Performance Award Account means:






	 	(a)	 	the sum of all of a Participant’s Performance Award Deferrals;
	 
	 	(b)	 	adjusted by amounts credited or debited (gains or losses) thereto, in
accordance with the provisions of Section 4.020(b), as such provisions relate to such
Performance Award Account; and
	 
	 	(c)	 	reduced by any amount debited thereon equal to the amount of all distributions
made to the Participant or his Beneficiary pursuant to this Plan which are related to
such Performance Award Account.






	1.330	 	Plan means this Rockwell Collins 2005 Deferred Compensation Plan, which is evidenced
by this instrument and by the forms associated with the said instrument, as they may be
amended from time to time.
	 
	1.340	 	Plan Year means each twelve-month period ending on the last day of December.
	 
	1.350	 	Pre-Retirement Survivor Benefit means the benefit set forth in Article VII.
	 
	1.360	 	Qualified Savings Plan means the Rockwell Collins Retirement Savings Plan, as
amended from time to time.
	 
	1.370	 	Retirement, Retire(s) or Retired means, with respect to an Employee,
“separation from service” with the Company and all of its Affiliates, within the meaning of
Section 409A, on or after the attainment of age 55, other than for reasons of Disability or
death.
	 
	1.380	 	Retirement Benefit means the benefit set forth in Article VI.
	 
	1.390	 	Salary Deferral Account means:






	 	(a)	 	the sum of all of a Participant’s Base Annual Salary deferral amounts,




8









 






	 	(b)	 	adjusted by amounts credited or debited (gains or losses) thereto, in
accordance with the provisions of Section 4.020(b), as such provisions relate to such
Salary Deferral Account, and
	 
	 	(c)	 	reduced by any amount debited thereon equal to the amount of all distributions
made to the Participant or his Beneficiary pursuant to this Plan which are related to
such Salary Deferral Account.






	1.400	 	Section 409A means Section 409A of the Code and any regulations or other guidance
issued thereunder.
	 
	1.410	 	Separation from Service means a “separation from service” from the Company and all
of its Affiliates, within the meaning of Section 409A, other than for reasons of Retirement or
death.
	 
	1.420	 	Short-Term Payout means the payout set forth in Section 5.010 of the Plan.
	 
	1.430	 	Specified Employee has the meaning set forth in Section 409A, as determined each
year in accordance with procedures established by the Company.
	 
	1.440	 	Termination Benefit means the benefit set forth in Article VIII.
	 
	1.450	 	Third-Party Administrator means an independent third party selected by the Trustee
and approved by the individual who, immediately prior to a Change of Control, was the
Company’s Chief Executive Officer or, if not so identified, the Company’s highest ranking
officer (the “Ex-CEO”).
	 
	1.460	 	Trust means the master trust established by agreement between the Company and the
Trustee, which will be a grantor trust.
	 
	1.470	 	Trustee means Wells Fargo Bank N.A., or any successor trustee of the Trust described
in Section 1.460 of this Plan.
	 
	1.480	 	Unforeseeable Financial Emergency has the meaning set forth in Section 409A.
Specifically, for purposes of this Plan and Section 409A, an Unforeseeable Financial Emergency
means a severe financial hardship to the Participant resulting from an illness or accident of
the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the
Code) of the Participant, loss of the Participant’s property due to casualty, or other similar
extraordinary or unforeseeable circumstances arising as a result of events beyond the control
of the Participant. The requirements of this Section 1.480 are met only if, as determined
under the Section 409A regulations, the amount distributed with respect to the emergency does
not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into account the extent
to which such hardship may be relieved through reimbursement or compensation by insurance or
otherwise by liquidation of the Participant’s assets (to the extent the liquidation of such
assets would not itself cause severe financial hardship).





9









 





ARTICLE II: PARTICIPATION





	2.010	 	Select Group Defined. Since participation in the Plan is intended to be limited to
a select group of management and highly compensated Employees, the Plan is only available to
Eligible Employees of the Company and its Affiliates.
	 
	2.020	 	Commencement of Participation. As a condition to initial participation in this
Plan, each Eligible Employee who wishes to participate in the Plan will be required to
complete, execute and return to the Committee or its delegate a written or electronic Deferral
Election Form.
	 
	 	 	In the case of such an Eligible Employee’s initial election to become a Participant in a
particular Plan Year (after taking into account the plan aggregation rules of Section 409A),
such documentation must be provided by the Eligible Employee to the Committee or its
delegate within thirty (30) days following his first becoming an Eligible Employee.
	 
	 	 	If an Eligible Employee has met all enrollment requirements set forth in this Plan and
required by the Committee or its delegate (including returning all required documents to the
Committee or its delegate) in the time frames described in the above subsections, that the
Eligible Employee will become a Plan Participant as soon as administratively practicable
after he completes all such enrollment requirements, except that, if an individual becomes
an Eligible Employee during the last three months of a calendar year, that Eligible Employee
will become a Plan Participant on the first day of the next calendar year.
	 
	 	 	If an Eligible Employee fails to meet all such requirements within the period required under
this Section 2.020 that Eligible Employee will not be entitled to participate in the Plan
until the first day of a subsequent Plan Year following the delivery to and acceptance by
the Committee or its delegate of the required documents. In addition, the Committee or its
delegate will establish from time to time such other enrollment requirements as it
determines in its sole discretion are necessary.
	 
	2.030	 	Termination of Participation and/or Deferrals. If the Committee or its delegate
determines in good faith that a Participant no longer qualifies as a member of a select group
of management or highly compensated employees, as membership in such group is determined in
accordance with ERISA Sections 201(2), 301(a)(3) and 401(a)(1), the Committee will have the
right, in its sole discretion, to prevent the Participant from making future deferral
elections.





ARTICLE III: DEFERRAL AND COMPANY MATCH CREDITS





	3.010	 	Base Annual Salary Deferral. Each Plan Participant will be permitted to make an
irrevocable election to defer (such Deferral Election to be made in whole percentages) receipt
of an amount equal to one percent (1%) through fifty percent (50%) of his Base Annual Salary.




10









 












	 	(a)	 	For each Plan Year, a Participant, will be permitted, in his sole discretion,
to make an irrevocable election to defer Base Annual Salary for the following Plan Year
and must deliver such Deferral Election to the Company or an Affiliate on a new
Deferral Election Form before December 31st of the Plan Year immediately
preceding the Plan Year for which the deferral is intended. If no such Deferral
Election Form is timely delivered for a Plan Year, the Annual Deferral Amount will be
zero for that Plan Year.
	 
	 	(b)	 	Notwithstanding the foregoing, any Participant who first becomes eligible to
participate in the Plan (taking into account the aggregation rules set forth in Section
409A) within the first nine months of a Plan Year may, within thirty (30) days after
first becoming eligible to participate in the Plan (taking into account the plan
aggregation rules set forth in Section 409A), make an irrevocable election to defer
Base Annual Salary for the Plan Year commencing as soon as administratively practicable
following the delivery of such written or electronic Deferral Election notice to the
Company or an Affiliate.
	 
	 	(c)	 	During each Plan Year, the Base Annual Salary Deferral Amount will be withheld
from each regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted
from time to time for increases and decreases in Base Annual Salary.






	3.020	 	Incentive Compensation Deferral. In addition to the Base Annual Salary deferral
described in the preceding Section, each Participant will be permitted to irrevocably elect to
defer receipt of an amount equal to one percent (1%) through one hundred percent (100%), such
Deferral Election to be made in whole percentages, of the amount of any Incentive Compensation
which he might be awarded.






	 	(a)	 	In general, such Deferral Election will be made on a Deferral Election Form and
will apply to Incentive Compensation to which the Participant might be entitled for the
fiscal year commencing immediately following such Deferral Election.
	 
	 	(b)	 	Except as otherwise permitted by Section 409A, any election made pursuant to
this Section 3.020 must be made by December 31st of the calendar year immediately
preceding the calendar year in which the fiscal year to which such Incentive
Compensation relates commences. Notwithstanding the foregoing, if the Company in its
sole discretion determines that any Incentive Compensation meets the requirements for
“performance-based compensation” within the meaning of Section 409A, such election may
be made no later than the last day of the six (6) month period following the
commencement of the fiscal year to which such Incentive Compensation relates.
	 
	 	 	 	The Incentive Compensation Deferral Amount will be withheld at the time the said
Incentive Compensation are or otherwise would be paid to the Participant, whether or
not this occurs during the Plan Year itself.






	3.030	 	Annual Company Match Amount. A Participant’s Annual Company Match Amount for any
Plan Year prior to the Plan Year commencing on January 1, 2006, will be equal to





11









 






	 	 	 	the amount that the Company would have contributed to the Participant’s account in the
Qualified Savings Plan as a matching contribution or other employer contribution to that
Plan or would have credited such Participant’s account in the Non-Qualified Savings Plan as
a matching credit or other similar credit, but for the fact that the Participant elected to
defer Base Annual Salary pursuant to the provisions of Section 3.010 of this Plan. The
Annual Company Match Amount which is attributable to a Participant’s Annual Salary Deferral
Amount for a particular Plan Year will be calculated in the first month of the immediately
succeeding Plan Year and will be credited to the Participant’s Company Match Account no
later than January 31st of such succeeding Plan Year; provided, however, that such Annual
Company Match Amounts shall be discontinued and shall no longer be in credited after such
Amount is credited in January 2006.
	 
	 	 	 	Subject to the provisions of the preceding paragraph of this Section:






	 	(a)	 	In the event of a Participant’s Retirement or death, the Participant’s Company
Match Account will be credited with the Annual Company Match Amount for the Plan Year
in which he retires or dies; and
	 
	 	(b)	 	if a Participant is not employed by the Company or an Affiliate as of the last
day of a Plan Year for any reason other than the Participant’s Retirement or death, the
Annual Company Match for such Plan Year will be zero.





ARTICLE IV: PLAN ACCOUNTS





	4.010	 	Vesting.






	 	(a)	 	A Participant will have a one hundred percent (100%) vested interest in his
Account Balance.
	 
	 	(b)	 	Notwithstanding anything to the contrary contained in this Plan, in the event
of a Change of Control, a Participant’s Account Balance and any other interest of his
under this Plan at the time of the occurrence of the Change of Control will remain one
hundred percent (100%) vested, if such interest is already 100% vested at that time
and, if such interest is not one hundred percent (100%) vested at that time, will
immediately become one hundred (100%) vested.






	4.020	 	Crediting/Debiting of Account Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee or its delegate,
in its sole discretion, amounts will be credited or debited to a Participant’s Account Balance
in the manner set forth in the provisions of this Section.






	 	(a)	 	Allocation to Measurement Funds. A Participant, in connection with his
initial Deferral Election in accordance with Section 3.010 or 3.020 above, will be
permitted to also elect to have one or more Measurement Funds used to determine the
amounts to be credited to his Account Balance and his election will continue to be in
effect thereafter, unless it should be changed in accordance with subsection (c). If
it is determined by the Committee or its delegate that an




12









 






	 	 	 	investment election made by a Participant is invalid or defective, the Participant’s
election, until duly corrected by him, will be deemed to have been made in favor of
the Fidelity Puritan® Fund.






	 	(b)	 	Crediting or Debiting Method. The performance (either positive or
negative) of each elected Measurement Fund will be determined by the Committee or its
delegate, based on the performance of the Measurement Funds themselves. A
Participant’s Account Balance will be credited or debited on a daily basis based on the
performance of each Measurement Fund selected by the Participant, as determined by the
Committee or its delegate in its sole discretion, as though:






	 	(1)	 	a Participant’s Account Balance were actually invested in the
Measurement Fund(s) selected by the Participant as of the close of business on
any business day, at the closing price on that day;
	 
	 	(2)	 	the portion of the Annual Deferral Amount that was actually
deferred during any pay period was invested in the Measurement Fund(s) selected
by the Participant, in the percentages applicable on such day, no later than
the close of business on the first business day after the day on which such
amounts are actually deferred from the Participant’s Base Annual Salary through
reductions in his payroll, at the closing price on such date; and
	 
	 	(3)	 	any distribution made to a Participant that decreases such
Participant’s Account Balance ceased being invested in the Measurement Fund(s),
in the applicable percentages, no earlier than one business day prior to the
distribution, at the closing price on such date.






	 	(c)	 	Transfers among Measurement Funds. The Participant will be permitted
to change, on a daily basis, any previous Measurement Fund election or elections he has
made with regard to his Account Balance. The elections and changes to such elections
which a Participant makes pursuant to this subsection will be made by means of any
method (including any available telephonic or electronic method which is acceptable to
the Committee or its delegate at the time the election or change is made by the
Participant), and may be made at any time and will be effective as of the New York
Stock Exchange closing immediately following the making of that election or change;
provided, however, if it is determined by the Committee or its delegate that an
investment election made by a Participant is invalid or defective, the Participant’s
election, until duly corrected by him, will be deemed to have been made in favor of
whatever short-term, money market vehicle is available under the Plan at that time.
	 
	 	(d)	 	No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are to be used for
measurement purposes only, and a Participant’s election of any such Measurement Fund,
the allocation to his Account Balance thereto, the calculation of additional amounts
and the crediting or debiting of such amounts to a Participant’s Account Balance will
not be considered or construed in any manner




13









 






	 	 	 	as an actual investment of his Account Balance in any such Measurement Fund. In the
event that the Company or the Trustee, in its own discretion, decides to invest
funds in any or all of the Measurement Funds, no Participant will have any rights in
or to such investments themselves. Without limiting the foregoing, a Participant’s
Account Balance will at all times be a bookkeeping entry only and will not represent
any investment made on his behalf by the Company or the Trust. The Participant will
at all times remain an unsecured creditor of the Company.






	 	(e)	 	Company Reservation of Rights. Consistent with the preceding sentence,
nothing to the contrary in this Plan or any of its forms or communication material, nor
in any document associated with the Trust, should be interpreted or understood to
provide Participants or their Beneficiaries with any current, direct rights with
respect to the assets held by the Trustee in the Trust.






	4.030	 	FICA and Other Taxes.






	 	(a)	 	Annual Deferral Amounts. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Company or any Affiliate
employing the Participant will withhold from that portion of the Participant’s Base
Annual Salary, Incentive Compensation, or Performance Award which is being deferred the
Participant’s share of FICA and other employment taxes on such Annual Deferral Amount.
	 
	 	(b)	 	Annual Company Match Amounts. For each Plan Year in which Company
Match Amount is credited to the Participant, the Company or any Affiliate employing the
Participant will withhold the Participant’s share of FICA and other employment taxes on
the amount credited to such Company Match Account.
	 
	 	(c)	 	Distributions. The Company or any Affiliate employing the Participant,
or the Trustee of the Trust, will withhold from any payments made to a Participant
under this Plan all federal, state and local income, employment and other taxes
required to be withheld in connection with such payments, in amounts and in a manner to
be determined in the sole discretion of the Company and the trustee of the Trust.





14









 





ARTICLE V: SHORT-TERM PAYOUTS, IN-SERVICE WITHDRAWALS

AND 409A CHANGE OF CONTROL PAYMENTS





	5.010	 	Short-Term Payouts. In connection with each election to defer an Annual Deferral
Amount, a Participant may irrevocably elect to receive a future Short-Term Payout from the
Plan with respect to such Salary Deferral Account, Company Match Account, Incentive
Compensation Deferral Account, and Performance Award Account. Any such election must be made
no later than December 31st of the Plan Year immediately preceding the Plan Year to which such
Annual Deferral Amount relates.






	 	(a)	 	Subject to the Deduction Limitation, the said Short-Term Payout will be a lump
sum payment in an amount that is equal to the Annual Deferral Amount and Annual Company
Match Amount, as adjusted for amounts credited or debited in the manner provided in
Section 4.020 on that amount.
	 
	 	(b)	 	Subject to the Deduction Limitation and the other terms and conditions of this
Plan, each Short-Term Payout elected will be paid out during a sixty (60) day period
commencing immediately after the last day of any Plan Year designated by the
Participant that is at least three Plan Years after the Plan Year in which the Annual
Deferral Amount is actually deferred. By way of example, if a three-year Short-Term
Payout is elected for Annual Deferral Amounts that are deferred in the Plan Year
commencing January 1, 2008, the three-year Short-Term Payout would become payable
during a sixty (60) day period commencing January 1, 2012.
	 
	 	(c)	 	Should an event occur that triggers a benefit under Article VI or VII, any
Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to a
Short-Term Payout election under this Section will not be paid in accordance with this
Section, but will instead be paid in accordance with the other applicable Article.






	5.020	 	Withdrawal for Unforeseeable Financial Emergencies. In the event that any
Participant should encounter an Unforeseeable Financial Emergency, such Participant may:






	 	(a)	 	petition the Committee or its delegate to suspend any deferrals required to be
made on his behalf, and/or
	 
	 	(b)	 	petition the Committee or its delegate to permit him to receive a partial or
full payout from the Plan. Such a payout will not exceed the lesser of:






	 	(1)	 	the Participant’s Account Balance, calculated as if the
Participant were receiving a Termination Benefit; and
	 
	 	(2)	 	the amount reasonably needed to satisfy the Unforeseeable
Financial Emergency.






15











 






	 	 	If, subject to the sole discretion of the Committee or its delegate, the petition for a
suspension and/or payout is approved, suspension will take effect on the date of approval
and any payout will be made within sixty (60) days of the date of approval. The payment of
any amount under this Section will not be subject to the Deduction Limitation.






	5.030	 	409A Change of Control Payments. Notwithstanding any other provision of this Plan
to the contrary, a Participant may elect to have his interest in and to Accounts hereunder
paid in a lump sum, in the event of the occurrence of a 409A Change of Control, subject to the
following:






	 	(a)	 	To be effective, the election of a Participant pursuant to this Section 5.030
must be made in writing and filed with the Committee or filed electronically on or
before December 31st of the calendar year immediately preceding the Plan Year in which
such Base Annual Salary, Incentive Compensation Base Contribution Deferrals,
Performance Award or Annual Company Match Amounts were deferred. Once an election is
made pursuant to this Section 5.030 it shall remain in effect for all future years
unless an election is made before December 31st of the calendar year immediately
preceding such future Plan Year. Except as otherwise provided in Section 10.020, such
election shall become irrevocable. Notwithstanding the foregoing, a Participant may
elect to make the election described in this Section 5.030 with respect to his interest
in and to Accounts hereunder that were earned prior to January 1, 2009 no later than
December 31, 2008 (or such other date as is permitted under Section 409A and approved
by the Senior Vice President, Human Resources of the Company).
	 
	 	(b)	 	Any lump sum payments which are to be made on account of the occurrence of a
409A Change of Control shall be made within forty-five (45) days following such 409A
Change of Control.
	 
	 	(c)	 	Notwithstanding the foregoing, if the Participant does not file a timely
written or electronic election in accordance with Section 5.030(a) to receive or not
receive his or her Accounts under the Plan in a lump sum upon a 409A Change of Control,
then such Participant’s Accounts under the Plan will automatically be paid in a lump
sum upon a 409A Change of Control.





ARTICLE VI: RETIREMENT BENEFITS





	6.010	 	Retirement Benefit. Subject to the Deduction Limitation, a Participant who Retires
will receive, as a Retirement Benefit, his Account Balance.
	 
	6.020	 	Payment of Retirement Benefit. A Participant, in connection with his commencement
of participation in the Plan, may elect to receive the Retirement Benefit in a lump sum or
pursuant to an Annual Installment Method of periods of from two (2) through fifteen (15)
years. The Participant may change any election he has previously made to a different payout
period permitted hereunder, but only one such a change may be made with respect to any single
election. Such change will be accomplished by the Participant notifying the
Committee or its delegate, but such change will not be valid, unless it has been 




16









 







	 	 	submitted
by the Participant and accepted by the Committee or its delegate (in the Committee’s or
delegate’s discretion) in accordance with the rules set forth in Section 10.020. The
Participant’s most recent election accepted by the Committee or its delegate shall govern
the payout of the Retirement Benefit. If a Participant does not make any election with
respect to the payment of the Retirement Benefit, then such benefit shall be payable in a
lump sum. The lump sum payment shall be made, or installment payments shall commence,
within the first sixty (60) days following the Plan Year in which the Participant Retires.
Any payment made shall be subject to the Deduction Limitation.






	6.030	 	Death Prior to Completion of Retirement Benefit. If a Participant dies after
Retirement distributions commence but before the Retirement Benefit is paid in full, the
Participant’s unpaid Retirement Benefit payments shall continue and shall be paid to the
Participant’s Beneficiary over the remaining number of years and in the same amounts and form
and time of payment as that benefit would have been paid to the Participant had the
Participant survived.





ARTICLE VII: PRE-RETIREMENT SURVIVOR BENEFIT





	7.010	 	Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the
Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the
Participant’s Account Balance if the Participant dies before he Retires or experiences a
Separation from Service.
	 
	7.020	 	Payment of Pre-Retirement Survivor Benefit. Any Pre-Retirement Survivor Benefit
payable pursuant to Section 7.010 will be paid in a lump sum within the first sixty days of
the calendar year following the year which includes the Participant’s death. Such lump sum
payment will be paid to the Participant’s beneficiary as designated on the Beneficiary
Designation Form most recently filed in writing or electronically with the Committee or its
delegate prior to the Participant’s death. Any such payment made will be subject to the
Deduction Limitation.





ARTICLE VIII: SEPARATION FROM SERVICE BENEFIT





	8.010	 	Separation from Service Benefit. Subject to the Deduction Limitation, the
Participant will receive a Separation from Service Benefit, which will be equal to the
Participant’s Account Balance if a Participant experiences a Separation from Service prior to
his Retirement or death.
	 
	8.020	 	Payment of Separation from Service Benefit. The form of payment of a Participant’s
Account Balance, if such payment is due to the Participant’s Separation from Service, will in
all cases be a lump sum in cash. Payment of such Separation from Service Benefit will be paid
within the first sixty (60) days of the calendar year immediately following the Plan Year
which includes the Participant’s Separation from Service.





ARTICLE IX: DISABILITY WAIVER AND BENEFIT





	9.010	 	Disability Waiver.




17









 












	 	(a)	 	Waiver of Deferral. A Participant who is determined by the Committee
or its delegate to be suffering from a Disability will be excused from fulfilling that
portion of the Annual Deferral Amount commitment that would otherwise have been
withheld from his Base Annual Salary, Incentive Compensation or Performance Awards for
the Plan Year during which he first suffers a Disability. During the period of
Disability, such Participant will continue to be considered a Participant for all other
purposes of this Plan.
	 
	 	(b)	 	Return to Work. If a Participant returns to employment after a
Disability ceases, subject to Section 409A, the Participant may continue to defer an
Annual Deferral Amount for the remainder of the Plan Year and for every Plan Year
thereafter while he is a Participant in the Plan.





ARTICLE X: SECTION 409A





	10.010	 	Section 409A Generally. This Plan is intended to comply with Section 409A.
Notwithstanding any other provision of this Plan to the contrary, the Company makes no
representation that this Plan or any amounts payable or benefits provided under this Plan will
be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A
from applying to this Plan.
	 
	10.020	 	Changes in Elections. Notwithstanding any other provision of this Plan to the
contrary, once an election is made pursuant to this Plan it shall be irrevocable unless all of
the following conditions are met:






	 	(a)	 	the election to change the time or form of payment will not become effective
until the date that is one year after the date on which the election to make the change
is made;
	 
	 	(b)	 	except with respect to any payment to be made upon the death of a Participant,
the form of payment, as changed, will defer payment for the Plan Year until five (5)
years later than the date that payment of such Participant’s Account Balances would
otherwise have been made under this Plan; and
	 
	 	(c)	 	with respect to a payment that is to be made upon a fixed date or schedule of
dates, the election to change the form of payment is made no less than twelve (12)
months before the date that payment of the Account Balances for that Plan Year was
otherwise scheduled to be paid.






	 	 	For purposes of Section 10.020(b) and (c), all payments scheduled to be made in the form of
installments attributable to a particular Plan Year will be treated as scheduled to be made
on the date that the first installment of such series of payments is otherwise scheduled to
be made (that is, the installments will be treated as an entitlement to a single payment for
purposes of Section 409A).
	 
	 	 	Once a change in election is made and recorded pursuant to the Plan, such election will be
irrevocable unless all of the conditions of this Section 10.020 are met.










18









 












	 	 	Notwithstanding
any other provision of this Plan to the contrary, a Participant will be permitted to make
only one change in election pursuant to this Section 10.020 with respect to the Account
Balances to which such election relates.






	10.030	 	Six Month Wait for Specified Employees. Notwithstanding any other provision of this
Plan to the contrary, to the extent that any Account payable under the Plan constitute an
amount payable upon Separation from Service or Retirement to any Participant under the Plan
who is deemed to be a Specified Employee, then such amount will not be paid during the six (6)
month period following such Separation from Service or Retirement. If the provisions of this
Section 10.030 apply to a Participant who incurs a Separation from Service or Retirement,
within the first six (6) months of the calendar year, then such amount will be paid within the
first sixty (60) days following the close of the calendar year which includes the
Participant’s Separation from Service or Retirement. If the provisions of this Section 10.030
apply to a Participant who incurs a Separation from Service or Retirement within the last six
(6) months of the calendar year, then such amount will be paid within the first sixty (60)
days after June 30th of the calendar year following the year in which includes the
Participant’s Separation from Service or Retirement.





ARTICLE XI: BENEFICIARY DESIGNATION





	11.010	 	Beneficiary. Each Participant will have the right, at any time, to designate his
Beneficiary or Beneficiaries (both primary and contingent) to receive any benefits payable
under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary designation under any
other plan of an Employer in which the Participant participates.
	 
	11.020	 	Beneficiary Designation or Change of Designation. A Participant will be permitted
to designate his Beneficiary by completing and signing a written or electronic Beneficiary
Designation Form, and returning it to the Committee or its delegate. A Participant will have
the right to change a Beneficiary by completing, signing and otherwise complying with the
terms of the written or electronic Beneficiary Designation Form and the Committee’s or its
delegate’s rules and procedures, as in effect from time to time. Upon the acceptance by the
Committee or its delegate of a new written or electronic Beneficiary Designation Form, all
Beneficiary designations previously filed will be canceled. The Committee or its delegate
will be entitled to rely on the last written or electronic Beneficiary Designation Form filed
by the Participant and accepted by the Committee or its delegate prior to the Participant’s
death.
	 
	11.030	 	Spousal Consent Required. If a Participant names someone other than his spouse as a
Beneficiary, a spousal consent, in the written or electronic form designated by the Committee
or its delegate, must be signed by that Participant’s spouse and returned to the Committee or
its delegate.
	 
	11.040	 	Acknowledgment. No designation or change in designation of a Beneficiary will be
effective until received and acknowledged by the Committee or its delegate.




19









 












	11.050 	 	Absence of Valid Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in the preceding Sections or, if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the Participant’s
benefits, then the Participant’s designated Beneficiary will be deemed to be his surviving
spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to
be paid to a Beneficiary will be payable to the executor or personal representative of the
Participant’s estate.
	 
	11.060	 	Doubt as to Beneficiary. Subject to and in accordance with Section 409A, if the
Committee or its delegate has any doubt as to the proper Beneficiary to receive payments
pursuant to this Plan, the Committee or its delegate will have the right, exercisable in its
discretion, to withhold such payments until this matter is resolved to the Committee’s or the
delegate’s satisfaction.
	 
	11.070	 	Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
will fully and completely discharge the Company and all of its Affiliates and the Committee
from all further obligations under this Plan with respect to the Participant, and that
Participant’s participation in this Plan will terminate upon such full payment of benefits.





ARTICLE XII: LEAVE OF ABSENCE





	12.010	 	Paid Leave of Absence. Subject to Section 409A, if a Participant is authorized by
the Company or the Affiliate employing the Participant for any reason to take a company-paid
leave of absence, the Participant will continue to be considered to be an Eligible Employee
and the Annual Deferral Amount will continue to be withheld during such paid leave of absence.
Notwithstanding the foregoing, such withholding will cease on the date such paid leave of
absence is deemed to be a Separation from Service for purposes of Section 409A.
	 
	12.020	 	Unpaid Leave of Absence. Subject to Section 409A, if a Participant is authorized by
the Company or the Affiliate employing the Participant to take an unpaid leave of absence, the
Participant will continue to be considered an Eligible Employee and the Participant will not
be permitted to make deferrals until the Participant returns to a paid employment status.
Upon such return, deferrals will resume for the remaining portion of the Plan Year in which
the return occurs, based on the deferral election, if any, made for that Plan Year. If no
election was made for that Plan Year, no deferral will be withheld.





ARTICLE XIII: TERMINATION, AMENDMENT OR MODIFICATION





	13.010	 	Termination. Although the Company and each Affiliate anticipates that it will
continue the Plan for an indefinite period of time, there is no guarantee that the Company or
any such Affiliate will continue the Plan or will not terminate the Plan at any time in the
future. Accordingly, the Company reserves the right to discontinue sponsorship of the Plan
and/or to terminate the Plan at any time with respect to any or all of its participating
Employees, by action of the Board of Directors. Notwithstanding the foregoing, except as
otherwise permitted by Section 409A, in the event of any termination of the Plan, any




20









 






	 	 	amounts payable under the Plan shall continue to be paid in accordance with the terms of the
Plan in effect on the date of Plan termination.






	13.020	 	Amendment. The Company may, at any time, amend or modify the Plan in whole or in
part by action of the Board of Directors; provided, however, that:






	 	(a)	 	no amendment or modification shall be effective to decrease or restrict the
value of a Participant’s Account Balance in existence at the time the amendment or
modification is made, calculated as if the Participant had experienced a Separation
from Service as of the effective date of the amendment or modification or, if the
amendment or modification occurs after the date upon which the Participant was eligible
to Retire, the Participant had Retired as of the effective date of the amendment or
modification;
	 
	 	(b)	 	no amendment or modification of this Section 13.020 Plan shall be effective;
and
	 
	 	(c)	 	the amendment or modification of the Plan shall not affect any Participant or
Beneficiary who has become entitled to the payment of benefits under the Plan as of the
date of the amendment or modification.






	13.030	 	Effect of Payment. The full payment of all applicable benefits hereunder shall
completely discharge all obligations to a Participant and his Beneficiaries under this Plan.





ARTICLE XIV: ADMINISTRATION





	14.010	 	Committee Duties. Except as otherwise provided in this Article, this Plan will be
administered by the Committee and its delegates. Members of the Committee may be Participants
under this Plan. The Committee will also have the discretion and authority to:






	 	(a)	 	make, amend, interpret, and enforce all appropriate rules and regulations for
the administration of this Plan, and
	 
	 	(b)	 	decide or resolve any and all questions including interpretations of this Plan,
as may arise in connection with the Plan.
	 
	 	Any individual serving on the Committee who is a Participant will not be permitted to vote
or act on any matter relating solely to himself or herself. When making a determination or
calculation, the Committee will be entitled to rely on information furnished by a
Participant or the Company.






	14.020	 	Administration Upon Change of Control. Notwithstanding any other provision of this
Plan to the contrary, upon and after the occurrence of a Change of Control, the Plan will be
administered by the Third-Party Administrator. The Third-Party Administrator so selected will
have the discretionary power to determine all questions arising in connection
with the administration of the Plan and the interpretation of the Plan and Trust including,
but not limited to, benefit entitlement determinations; provided, however, upon 




21









 






	 	 	and after
the occurrence of a Change of Control, such administrator will have no power to direct the
investment of Plan or Trust assets or select any investment manager or custodial firm for
the Plan or Trust.






	 	 	Upon and after the occurrence of a Change of Control, the Company will be required to:






	 	(a)	 	pay all reasonable administrative expenses and fees of the Third-Party
Administrator;
	 
	 	(b)	 	indemnify the Third-Party Administrator against any costs, expenses and
liabilities including, without limitation, attorney’s fees and expenses arising in
connection with the performance of such administrator hereunder, except with respect to
matters resulting from the gross negligence or willful misconduct of the said
administrator or its employees or agents; and
	 
	 	(c)	 	supply full and timely information to the Third-Party Administrator on all
matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the
Account Balances of the Participants, the date of circumstances of the Retirement,
Disability, death or Separation from Service of the Participants, and such other
pertinent information as the Third-Party Administrator may reasonably require.






	 	 	Upon and after a Change of Control, the Third-Party Administrator may not be terminated by
the Company and may only be terminated (and a replacement appointed) by the Trustee, but
only with the approval of the Ex-CEO.






	14.030	 	Agents. In the administration of this Plan, the Committee may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit (including acting
through a duly appointed representative) and may from time to time consult with counsel who
may be counsel to the Company or any Affiliate. The Company’s Vice President, Compensation
and Benefits will at all times, unless otherwise determined by the Committee, be deemed to be
and shall be specifically referred to herein as the Committee’s delegate for all purposes
herein.
	 
	14.040	 	Binding Effect of Decisions. The decision or action of the Committee or its
delegate with respect to any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations promulgated hereunder
will be final and conclusive and binding upon all persons having any interest in the Plan.
	 
	14.050	 	Indemnity of Committee. The Company and its Affiliates shall indemnify and hold
harmless the members of the Committee, any Employee to whom the duties of the Committee may be
delegated, and the Committee or its delegate against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with
respect to this Plan, except in the case of willful misconduct by the Committee, any of its
members, or such Employee.





22









 











	14.060	 	Employer Information. To enable the Committee and its delegates to perform their
functions, the Company will supply full and timely information to the Committee and delegates
on all matters relating to the compensation of its Participants, the date and circumstances of
the Retirement, Disability, death or circumstances of the Retirement, Disability, death or
Separation from Service of its Participants, and such other pertinent information as the
Committee or its delegate may reasonably require.





ARTICLE XV: OTHER BENEFITS AND AGREEMENTS





	15.10	 	Coordination with Other Benefits. The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits available to
such Participant under any other plan or program for employees of the Company and its
Affiliates. The Plan will supplement and will not supersede, modify or amend any other such
plan or program except as may otherwise be expressly provided.





ARTICLE XVI: CLAIMS PROCEDURE





	16.010	 	Presentation of Claim. Any Participant or Beneficiary of a deceased Participant
(such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the
Committee or its delegate a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within sixty (60) days after such
notice was received by the Claimant. All other claims must be made within one hundred and
eighty (180) days of the date on which the event that caused the claim to arise occurred. The
claim must state with particularity the determination desired by the Claimant.
	 
	16.020	 	Notification of Decision. The Committee or its delegate will consider a Claimant’s
claim within a reasonable time, and will notify the Claimant in writing:






	 	(a)	 	that the Claimant’s requested determination has been made, and that the claim
has been allowed in full; or
	 
	 	(b)	 	that the Committee or its delegate has reached a conclusion contrary, in whole
or in part, to the Claimant’s requested determination, and such notice must set forth
in a manner calculated to be understood by the Claimant;
	 
	 	(c)	 	the specific reason(s) for the denial of the claim, or any part of it;






	 	(1)	 	specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;
	 
	 	(2)	 	a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary; and
	 
	 	(3)	 	an explanation of the claim review procedure set forth in Section 16.030 below.




23









 












	16.030	 	Review of a Denied Claim. Within sixty (60) days after receiving a notice from the
Committee or its delegate that a claim has been denied, in whole or in part, a Claimant (or
the Claimant’s duly authorized representative) may file with the Committee or its delegate a
written request for a review of the denial of the claim. Thereafter, but not later than
thirty (30) days after the review procedure began, the Claimant (or the Claimant’s duly
authorized representative):






	 	(a)	 	may review pertinent documents;
	 
	 	(b)	 	may submit written comments or other documents; and/or
	 
	 	(c)	 	may request a hearing, which the Committee or its delegate, in its sole
discretion, may grant.






	16.040	 	Decision on Review. The Committee or its delegate will render any decision on
review promptly, and not later than 60 days after the filing of a written request for review
of the denial, unless a hearing is held or other special circumstances require additional
time, in which case the Committee’s or its delegate’s decision must be rendered within one
hundred and twenty (120) days after such date. Such decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:






	 	(a)	 	specific reasons for the decision;
	 
	 	(b)	 	specific reference(s) to the pertinent Plan provisions upon which the decision
was based; and
	 
	 	(c)	 	such other matters as the Committee or its delegate deems relevant.






	16.050	 	Legal Action. A Claimant’s compliance with the foregoing provisions of this
Article XVI is a mandatory prerequisite to a Claimant’s right to commence any legal action
with respect to any claim for benefits under this Plan.





ARTICLE XVII: TRUST





	17.010	 	Establishment of the Trust. The Company shall establish the Trust (which may be
referred to herein as a “Rabbi Trust”). The Trust shall become irrevocable upon a Change of
Control (to the extent not then irrevocable). Notwithstanding any other provision of this
Plan to the contrary, the Trust shall not become irrevocable or funded with respect to this
Plan upon the occurrence of an event described in Section 1.110(d). After the Trust has
become irrevocable with respect to the Plan, except as otherwise provided in Section 12 of the
Trust, the Trust shall remain irrevocable with respect to the Plan until all benefits
due under the Plan and benefits and account balances due to participants and beneficiaries
under any other plan covered by the Trust have been paid in full. Upon establishment of the
Trust, the Company shall provide for funding of the Trust in accordance with the terms of
the Trust.





24









 











	17.020	 	Interrelationship of the Plan and the Trust. The provisions of the Plan and each
Participant’s Participation Agreement will govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust will govern the rights of the
Company and its Affiliates, Participants and the creditors of the Company and its Affiliates
to the assets transferred to the Trust. The Company and each of its Affiliates employing any
Participant will at all times remain liable to carry out their obligations under the Plan.
	 
	17.030	 	Distributions From the Trust. The Company’s and each of its Affiliate’s obligations
under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution will reduce their obligations under this Plan.
	 
	17.040	 	Rabbi Trust. The Rabbi Trust shall:






	 	(a)	 	be a non-qualified grantor trust which satisfies in all material respects the
requirement of Revenue Procedure 92-64, 1992-2 CB 122 (or any successor Revenue
Procedure or other applicable authority);
	 
	 	(b)	 	become irrevocable upon a Change of Control, to the extent not then irrevocable
(other than an event described in Section 1.110(d)); and
	 
	 	(c)	 	provide that any successor trustee shall be a bank trust department or other
party that may be granted corporate trustee powers under state law.





ARTICLE XVIII: MISCELLANEOUS





	18.010	 	Status of Plan. The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group of management
or highly compensated employees” within the meaning of ERISA Section 201(2), 301(a)(3) and
401(a)(1). The Plan will be administered and interpreted to the extent possible in a manner
consistent with that intent.
	 
	18.020	 	Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any property or
assets of the Company or its Affiliates. For purposes of the payment of benefits under this
Plan, any and all of the Company’s or Affiliate’s assets shall be, and remain, the general,
unpledged unrestricted assets of the Company or Affiliate. The Company or Affiliate’s
obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay
money in the future.
	 
	18.030	 	Company Liability. The Company’s or an Affiliate’s liability for the payment of
benefits will be defined only by the Plan and the Participant’s specific Participation
Agreement. The Company and its Affiliates will have no obligation to a Participant under the
Plan, except as expressly provided in the Plan and the Participant’s Participation Agreement.





25









 











	18.040	 	Nonassignability. Neither a Participant nor any other person will have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts payable will, prior to actual
payment, be subject to seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.
	 
	18.050	 	Not a Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between the Company or any of its Affiliates and
the Participant. Such employment is hereby acknowledged to be an “at will” employment
relationship that can be terminated at any time for any reason, or no reason, with or without
cause, and with or without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained
in the service of the Company or an Affiliate or to interfere with the right of the Company or
an Affiliate to discipline or discharge the Participant at any time.
	 
	18.060	 	Furnishing Information. A Participant or his Beneficiary will cooperate with the
Committee or its delegate by furnishing any and all information requested by the Committee or
its delegate and take such other actions as may be requested in order to facilitate the
administration of the Plan and the payments of benefits hereunder.
	 
	18.070	 	Terms. Whenever any words are used herein in the masculine, they should be
construed as though they were in the feminine in all cases where they would so apply; and
whenever any words are used herein in the singular or in the plural, they should be construed
as though they were used in the plural or the singular, as the case may be, in all cases where
they would so apply.
	 
	18.080	 	Captions. The captions of the articles, sections and paragraphs of this Plan are
for convenience only and do not control or affect the meaning or construction of any of its
provisions.
	 
	18.090	 	Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the laws of the State of Iowa.
	 
	18.100	 	Notice. Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:




Vice President, Compensation and Benefits

Rockwell Collins, Inc.

400 Rockwell Collins Road NE

Cedar Rapids, Iowa 52498




26









 









	 	 	Such notice will 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.
	 
	 	 	Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Participant.






	18.110	 	Successors. The provisions of this Plan shall bind and inure to the benefit of the
Company and its successors and assigns and the Participant and the Participant’s designated
Beneficiaries.
	 
	18.120	 	Spouse’s Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant will automatically pass to the Participant and
will not be transferable by such spouse in any manner, including but not limited to such
spouse’s will, nor will such interest pass under the laws of intestate succession.
	 
	18.130	 	Validity. In case any provision of this Plan should be found to be illegal or
invalid for any reason, said illegality or invalidity will not affect the remaining parts
hereof, but this Plan should be construed and enforced as if such illegal or invalid provision
had never been inserted herein.
	 
	18.140	 	Minors, Incompetent Persons, etc. If the Committee or its delegate determines that
a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a
person incapable of handling the disposition of that person’s property, the Committee or its
delegate may direct payment of such benefit to the guardian, legal representative or person
having the care and custody of such minor, incompetent or incapable person. The Committee or
its delegate may require proof of minority, incompetence, incapacity or guardianship, as it
may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be
a payment for the account of the Participant and the Participant’s Beneficiary, as the case
may be, and will be a complete discharge of any liability under the Plan for such payment
amount.
	 
	18.150	 	Qualified Domestic Relations Order. The Committee or its delegate is authorized to
make any payments directed by court order that qualifies as a “qualified domestic relations
order” under Section 414(p) in any action in which the Plan or the Committee has been named as
a party.
	 
	18.160	 	Distribution in the Event of Taxation.






	 	(a)	 	In General. Subject to and in accordance with Section 409A, if, for
any reason, all or any portion of a Participant’s benefits under this Plan becomes
taxable to the Participant under Section 409A prior to receipt, a Participant may
petition the
Committee or its delegate before a Change of Control, or the Trustee of the Trust
after a Change of Control, for a distribution of that portion of his benefit that
has become taxable under Section 409A. Upon the grant of such a petition, which
grant should not be unreasonably withheld (and, after a Change of Control, must be
granted), the Company or, as applicable, its Affiliate will distribute to the




27









 






	 	 	 	Participant immediately available funds in an amount equal to the taxable portion of
his benefit (which amount will not exceed a Participant’s unpaid Account Balance
under the Plan). If the petition is granted, the tax liability distribution will be
made within 90 days of the date when the Participant’s petition is granted. Such a
distribution will affect and reduce the benefits to be paid under this Plan.






	 	(b)	 	Trust. If the Trust terminates in accordance with provisions thereof
and benefits are distributed from the Trust to a Participant in accordance therewith,
the Participant’s benefits under this Plan will be reduced to the extent of such
distributions.






	18.170	 	Insurance. The Company, on its own behalf or on behalf of the trustee of the Trust,
and, in its discretion, may apply for and procure insurance on the life of the Participant, in
such amounts and in such forms as the Trust may choose. The Company or the trustee of the
Trust, as the case may be, will be the sole owner and beneficiary of any such insurance. The
Participant will have no interest whatsoever in any such policy or policies, and at the
request of the Company will submit to medical examinations and supply such information and
execute such documents as may be required by the insurance company or companies to which the
Company has applied for insurance.






	18.180	 	Requirement for Release. Any payment to any Participant or a Participant’s present,
future or former spouse or Beneficiary in accordance with the provisions of this Plan will, to
the extent thereof, be in full satisfaction of all claims against the Plan, the Trustee and
the Company, and the Trustee may require such Participant or Beneficiary, as a condition
precedent to such payment to execute a receipt and release to such effect.






28