exv10wgw3



 





Exhibit 10-g-3


ROCKWELL COLLINS 2005




NON-QUALIFIED RETIREMENT SAVINGS PLAN


The purpose of this Plan is to provide benefits in excess of the Annual Additions Limitation (as
defined below) to a group of employees and to provide benefits in excess of the Compensation Limit
(as defined below) to a select group of management or highly compensated employees 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 account balances that were earned and
vested after December 31, 2004 under the Rockwell Collins Non-Qualified Retirement Savings Plan and
for new account balances subsequent to the date this Plan is established.




ARTICLE I

DEFINITIONS



1.010 Account means the account or accounts established for a Participant pursuant to
Article II hereof.



1.020 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 Board of Directors.




1.030 Annual Additions Limitation means the limitation on the annual additions to the
account of a participant in the Qualified Retirement Savings Plan imposed by Section 415(c) of the
Code.



1.040 Base Compensation means Base Compensation, as that term is defined in the Qualified
Retirement Savings Plan.



1.050 Base Compensation Deferral means the difference between:





	 	(a)	 	the amount which, but for application of the Compensation Limit or the Annual
Additions Limitation, a Participant would have contributed as a Participant
Contribution to the Qualified Retirement Savings Plan with respect to
each payroll period, pursuant to his existing election under that Plan as of December
31st of the immediately preceding year; and






 









 






	 	(b)	 	the Participant’s actual Participant Contribution to the Qualified Retirement
Savings Plan with respect to such payroll period as a result of imposition of the
Compensation Limit or the Annual Additions Limitation.




1.060 Board of Directors means the Company’s Board of Directors.



1.070 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 1.070; 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
	 
	 	(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 




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	 	 	 	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.






	1.080	 	Code means the Internal Revenue Code of 1986, as amended.
	 
	1.090	 	Committee means the Compensation Committee of the Board of Directors.
	 
	1.100	 	Company means Rockwell Collins, Inc., a Delaware corporation.






	1.110	 	Company Matching Contribution Credits means an amount to be credited to the Plan by
the Company, which shall be equal to the applicable Company Matching Contribution percentage
applied to a Particiant’s contribution under the Qualified Retirement Savings Plan.






	1.120	 	Company Retirement Contribution Credits means an amount to be credited to the Plan
by the Company, which shall be equal to the applicable Company Retirement Contribution
percentage applied to a Participant’s Eligible Compensation under the Qualified Retirement
Savings Plan.






	1.130	 	Compensation Limit means the limitation imposed by Section 401(a)(17) of the Code on
the amount of compensation which can be considered in determining the amount of contributions
to the Qualified Retirement Savings Plan.






	1.140	 	Employee means any person who is employed by the Company or by an Affiliate,
including, to the extent permitted by Section 406 of the Code, any United States citizen
regularly employed by a foreign Affiliate of the Company.






	1.150	 	ERISA means the Employee Retirement Income Security Act of 1974, as amended.




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	1.160	 	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.






	1.170	 	Participant means an individual who is a participant in the Qualified Retirement
Savings Plan and whose Participant Contributions to that Plan are restricted by the
Compensation Limit or the Annual Additions Limitation and who has elected in the Plan Year
immediately preceding the current Plan Year to have one or more Base Compensation Deferrals
credited to his Account pursuant to Article II. Notwithstanding any other provision of this
Plan or the Qualified Retirement Savings Plan to the contrary, no 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.






	1.180	 	Plan means this Rockwell Collins 2005 Non-Qualified Retirement Savings Plan.






	1.190	 	Plan Administrator means the person from time to time so designated by name or
corporate office by the Board of Directors.
	 
	1.200	 	Plan Year means each twelve-month period ending December 31st.
	 
	1.210	 	Pre-2005 Plan means the Rockwell Collins Non-Qualified Savings Plan.






	1.220	 	Retirement means “separation from service” from the Company and all of its
Affiliates, within the meaning of Section 409A, on or after attainment of age 55 other than
for reason of death.






	1.230	 	Qualified Retirement Savings Plan means the Rockwell Collins Retirement Savings
Plan.






	1.240	 	Section 409A means Section 409A of the Code and any regulations and other guidance
issued thereunder.
	 
	1.250	 	Securities Exchange Act means the Securities Exchange Act of 1934, as amended.






	1.260	 	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.






	1.270	 	Specified Employee has the meaning set forth in Section 409A, as determined each
year in accordance with procedures established by the Company.






	1.280	 	Sub-Accounts refers to one of this Plan’s investment vehicles (corresponding to the
Qualified Retirement Savings Plan investment funds) to which a Participant’s Base Compensation
Deferrals, Company’s Matching Contribution Credits, and Company Retirement Contribution
Credits are assigned.






	1.290	 	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”).




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	1.300	 	Trust means the master trust established by agreement between the Company and the
Trustee, which trust will be a grantor trust.






	1.310	 	Trustee means Wells Fargo Bank, N.A., or any successor trustee of the Trust
described in Section 1.300 of this Plan.




Terms which are not otherwise defined in this Article I shall have the meanings set forth in the
Qualified Retirement Savings Plan document.




ARTICLE II

CREDITING, VALUATION AND DISTRIBUTION OF ACCOUNTS





	2.010	 	The Company will establish on its books a Non-Qualified Retirement Savings Plan Account for
each Participant who elects a Base Compensation Deferral.






	 	(a)	 	The amount of such Base Compensation Deferral shall be credited to such Account
and allocated to one or more of this Plan’s Sub-Accounts in the manner set forth in
this Section.






	 	(1)	 	Each such credit shall be made to such Account no later than
the date on which the corresponding contribution to the Qualified Retirement
Savings Plan is made or would have been made, but for imposition of the
Compensation Limit or the Annual Additions Limitation; provided, however, that
any such credits made as a result of any retroactive amendment to the Plan
shall be made upon adoption thereof, but in amounts which reflect the value
such credits would have had if that amendment had been in effect on its
effective date and such contributions had been made on the respective dates of
the corresponding contributions to the Qualified Retirement Savings Plan.
	 
	 	(2)	 	The Base Compensation Deferral shall, in increments of one
percent (1%) and with the total of the percentage increments equaling one
hundred percent (100%), be allocated to the Sub-Account or Sub-Accounts under
this Plan pursuant to separate Participant elections made in a method identical
to the method in which the Participant’s elections are made among Investment
Funds under the Qualified Retirement Savings Plan.
	 
	 	(3)	 	A Participant may change any previous election he has made
regarding deemed investment of his Base Compensation Deferrals under this Plan
in the same manner as he may change his previous elections regarding investment
of his Participant Contributions in the Qualified Retirement Savings Plan.
	 
	 	(4)	 	If a Participant fails to make a deemed investment election
with respect to his Base Compensation Deferrals under this Plan, the
Participant will be deemed to have elected to have his Base
Compensation Deferrals under this Plan invested in accordance with the default investment fund option under
the Qualified Retirement Savings Plan.




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	 	(5)	 	Notwithstanding any other provision of this Plan to the
contrary, any deemed investment elections made by the Participant with respect
to Sub-Accounts under this Plan shall be considered recommendations as to the
investment of such Sub-Accounts and the Company reserves the right in it sole
discretion to choose whether to honor such deemed investment elections.






	 	(b)	 	At the time each Base Compensation Deferral is credited to a Participant’s
Account, a Company Matching Contribution Credit shall also be made to such Account.
Such Company Matching Contribution Credit shall be allocated to the Sub-Accounts under
this Plan in the same manner in which Company Matching Contributions are allocated
under the Qualified Retirement Savings Plan.
	 
	 	(c)	 	Notwithstanding any other provision of this Plan to the contrary, this Plan is
limited to Base Compensation Deferrals and Company Matching Contribution Credits that
were earned and vested after December 31, 2004 (and any earnings deemed credited
thereon), and Company Retirement Contribution Credits earned after October 1, 2006.
Upon the establishment of this Plan, any Accounts under the Pre-2005 Plan that were not
earned and vested as of December 31, 2004, and all liabilities associated therewith,
were transferred to Accounts under this Plan. No Base Compensation Deferrals or
Company Matching Contribution Credits that were earned and vested as of December 31,
2004 (or any earnings deemed credited thereon) shall be credited to any Account under
this Plan.
	 
	 	(d)	 	Notwithstanding any other provision of this Plan to the contrary, for purposes
of determining any Base Compensation Deferrals or Company Matching Contribution Credits
with respect to any Participant for any Plan Year, the Participant’s written or
electronic election to make Participant Contributions to the Qualified Retirement
Savings Plan in effect on December 31st of the year immediately preceding such Plan
Year shall be deemed to be fixed and shall be deemed to be the election to defer
compensation under this Plan for purposes of Section 409A. Effective for Plan Years
beginning on and after January 1, 2008, no change to the Participant’s written or
electronic election to make Participant Contributions to the Qualified Retirement
Savings Plan during such Plan Year shall be effective for purposes of determining Base
Compensation Deferrals or Company Matching Contribution Credits under this Plan for
such Plan Year. For Plan Years beginning on and after January 1, 2005 and before
January 1, 2008, for purposes of determining any Base Compensation Deferrals or Company
Matching Contribution Credits with respect to a Participant for such Plan Year, the
Participant’s written or electronic election to make Participant Contributions to the
Qualified Retirement Savings Plan in effect on December 31st of the year immediately
preceding such Plan Year shall be deemed to be fixed and irrevocable except for
decreases permitted in accordance with good faith operational compliance with Section
409A and shall be deemed to be the election to defer compensation under this Plan for purposes of Section 409A.





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	 	(e)	 	Notwithstanding any other provision of this Plan to the contrary, each
Participant who first becomes eligible to participate in the Plan during a Plan Year
(taking into account the plan aggregation rules set forth in Section 409A) may make a
one-time election to have Base Compensation Deferrals deferred to this Plan effective
for the period after the date such election is made. For purposes of this Section
2.010(e), the Participant’s election to the Qualified Retirement Savings Plan in effect
on the date that such Participant submits the written or electronic enrollment forms
for the Qualified Retirement Savings Plan shall be deemed to be the election for
deferrals to this Plan for the remainder of such calendar year. No change to such new
Participant’s election to make Participant Contributions to the Qualified Retirement
Savings Plan after the date of such deemed election shall be effective for purposes of
determining Base Compensation Deferrals or Company Matching Contribution Credits under
this Plan for such Plan Year.
	 
	 	 	 	Effective October 1, 2006, for each pay period that the employee is a Participant in
this Plan, the Company will make a Company Retirement Contribution Credit in
accordance with the Company Retirement Contribution the employee would have received
in the Qualified Retirement Savings Plan. Subject to Section 2.010(a)(5), such
contributions shall be allocated to the Sub-Account or Sub-Accounts under this Plan
pursuant to separate deemed Participant elections made in the same manner in which
the Participant’s elections are made among Investment Funds under the Qualified
Retirement Savings Plan.






	2.020	 	With respect to Base Compensation Deferrals, a Participant may elect to make the Sub-Account
deemed investment transfers in the same manner as is described in the Qualified Retirement
Savings Plan and, in such case, the value of the Participant’s interest in the Sub-Accounts
hereunder shall be similarly transferred (in one percent (1%) increments, in number of units
or in specified dollar amounts) to one or more of the other Sub-Accounts.






	2.030	 	Each of a Participant’s Sub-Accounts shall be accounted for in the manner and valued at the
times and pursuant to the method provided in the Qualified Retirement Savings Plan for the
Qualified Retirement Savings Plan Investment Fund corresponding to such Sub-Account. A
Participant’s rights in and to his Sub-Accounts shall be governed by the provisions of the
Qualified Retirement Savings Plan which are applicable to the Investment Fund corresponding to
such Sub-Account.






	2.040	 	The distribution and withdrawal provisions of the Qualified Retirement Savings Plan shall
have no application to this Plan. Distribution to a Participant of his Sub-Accounts hereunder
shall only be made upon the Participant’s Separation from Service, Retirement, death or,
subject to the terms and conditions set forth in Section 2.050, 409A Change of Control. All
such distributions to Participants, as well as distributions made to beneficiaries hereunder,
shall be made in the form of lump sum payments, subject to the following:






	 	(a)	 	Effective for Plan Years beginning on or after January 1, 2008, except as
otherwise provided in Section 2.040(b) below, a Participant may make a one-time,
irrevocable election to have the value of such interest paid in no more than





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	 	 	 	ten (10) annual installments commencing upon Retirement, such installments to be equal to the
value of the Participant’s Sub-Accounts divided by the number of installments remaining
at the time of distribution; provided, however, that such election must be made by the
Participant no later than December 31st of the calendar year immediately preceding the
Plan Year to which such Base Compensation Deferrals, Company Matching Contribution
Credits, and Company Retirement Contribution Credits relate. Except as otherwise
provided in Section 6.020, such election shall be irrevocable.
	 
	 	(b)	 	Notwithstanding the foregoing, effective for Plan Years beginning on or after
January 1, 2008, any Accounts deferred on behalf of the Participant for the first Plan
Year in which a Participant becomes eligible to participate in the Plan (taking into
account the plan aggregation rules set forth in Section 409A) will be paid in a lump
sum, unless the Participant has made a distribution election (either in writing or
filed electronically) on or before December 31 of the calendar year immediately
preceding the Plan Year to which such Base Compensation Deferrals, Company Matching
Contribution Credits, and Company Retirement Contribution Credits relate.






	2.050	 	A Participant may elect to have his 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 2.050
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 Contribution Deferrals, Company Matching Contribution Credits, and Company
Retirement Contribution Credits relating to such installment payment were earned. Once
an election is made pursuant to this Section 2.050 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
6.020, such election shall become irrevocable. Notwithstanding the foregoing, a
Participant may elect to make the election described in this Section 2.050 with respect
to his interest in and to Sub-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 Rockwell Collins).
	 
	 	(b)	 	Notwithstanding the foregoing, if the Participant does not file a timely
written or electronic election in accordance with Section 2.050(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.





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	2.060	 	With respect to distributions which are payable to a Participant or, in the event of the
Participant’s death, to his beneficiary:







	 	(a)	 	Subject to Section 6.030, any lump sum payments shall be paid within the sixty
(60) day period following the close of the calendar year which includes the
Participant’s Separation from Service, Retirement or, if applicable, death.
	 
	 	(b)	 	Subject to Section 6.030, each annual installment payable shall be paid within
the sixty (60) day period following the close of each calendar year during the payment
period, commencing with the calendar year following the year which includes the
Participant’s Retirement or, if applicable, death.
	 
	 	(c)	 	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.
	 
	 	(d)	 	All distributions from the Stock Fund Sub-Accounts, whether in the form of lump
sum or installment payments, shall be made in cash.






	2.070	 	A Participant shall have the right, at any time, to designate any person or persons as his
beneficiary or beneficiaries (both principal as well as contingent) to whom distribution under
this Plan shall be made in the event of his death prior to distribution of his Account. In
the absence of such designation, the beneficiary designation filed by him under the Qualified
Retirement Savings Plan shall be controlling, except that if the Participant has a spouse and
his beneficiary designation under the Qualified Retirement Savings Plan specifies a
beneficiary other than such spouse, such designation, to the extent permitted by applicable
law, shall be effective under this Plan notwithstanding the fact that such spouse may not have
consented to such designation as required by the Qualified Retirement Savings Plan.






	2.080	 	Each Participant shall receive a statement of his Account at the times and in the form in
which his Qualified Retirement Savings Plan statement is provided.






	2.090	 	Notwithstanding any other provision of this Plan to the contrary, if a Participant dies
prior to commencement of distribution of his Accounts under the Plan, such Accounts will be
paid in a lump sum to his designated beneficiary within the sixty (60) day period following
the close of the calendar year which includes the Participant’s death.






	2.100	 	Notwithstanding any other provision of this Plan to the contrary, if a Participant dies
after the commencement of distribution of his Accounts under the Plan, such Accounts will be
paid in the form elected by the Participant pursuant to Section 2.040.





ARTICLE III

CLAIMS PROCEDURE





	3.010	 	Any person claiming a right to participate in this Plan, claiming a benefit under this Plan
or requesting information under this Plan shall present the claim or request in writing to
the Committee or the person or entity designated by the Committee, who shall respond in writing
within ninety (90) days following receipt of such request.





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	3.020	 	If the claim or request is denied, the written notice of denial shall state:







	 	(a)	 	the reasons for denial;
	 
	 	(b)	 	a description of any additional material or information required and an
explanation of why it is necessary; and
	 
	 	(c)	 	an explanation of this Plan’s claim review procedure.






	3.030	 	Any person whose claim or request is denied may make a request for review by notice given in
writing to the Committee.






	3.040	 	A decision on a request for review shall normally be made within ninety (90) days after the
date of such request. If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be extended by an
additional sixty (60) days from the date of such request. The decision shall be in writing
and shall be final and binding on all parties concerned.





ARTICLE IV

MISCELLANEOUS PROVISIONS





	4.010	 	The Board of Directors shall have the power to amend, suspend or terminate this Plan at any
time, except that no such action shall adversely affect rights with respect to any Account
without the consent of the person affected. Notwithstanding the foregoing, except as
otherwise permitted by Section 409A, in the event of any termination of the Plan, any 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.






	4.020	 	This Plan shall be interpreted and administered by the Committee; provided, that
interpretations by the Plan Administrator of those provisions of the Qualified Retirement
Savings Plan which are also applicable to this Plan shall be binding on the Committee.
	 
	 	 	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 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 Account balance
determinations; provided, however, upon 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





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	 	(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 Separation from
Service, Retirement or death of the Participants, and such other pertinent information
as the Third-Party Administrator may reasonably require.
	 
	 	(d)	 	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 (as defined in Section 1.290).






	4.030	 	This Plan is an unfunded employee benefit plan primarily for providing deferred compensation
to a select group of management or highly compensated employees of the Company pursuant to the
Compensation Limitation and is also an excess benefit plan (as defined by Section 3(36) of
ERISA) with respect to the Annual Additions Limitation. This Plan is intended to be unfunded
for tax purposes and for purposes of Title I of ERISA. Participants and their beneficiaries,
estates, heirs, successors and assigns shall have no legal or equitable rights, interest or
claims in any property or assets of the Company or any of its Affiliates. Any and all of the
assets of the Company and its Affiliates shall be, and remain, the general, unpledged,
unrestricted assets of the Company and its Affiliates. The Company’s and any Affiliate’s sole
obligation under this Plan shall be merely that of an unfunded and unsecured promise of the
Company or such Affiliate to pay money in the future.






	4.040	 	Neither a Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey,
in advance of actual receipt, any interest in an Account. Each Account and all rights therein
are and shall be nonassignable and nontransferable prior to actual distribution as provided by
this Plan. Any such attempted assignment or transfer shall be ineffective with respect to the
Company and with respect to any Affiliate, and the Company’s and any Affiliate’s sole
obligation shall be to distribute Accounts to Participants, their beneficiaries or estates as
appropriate. No part of any Account shall, prior to actual payment as provided by this Plan,
be subject to seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor shall any Account be
transferable by operation of law in the event of a Participant’s or any other persons
bankruptcy or insolvency, except as otherwise required by law.






	4.050	 	This Plan shall not be deemed to constitute a contract of employment between the Company or
any of its Affiliates and any Participant, and no Participant, beneficiary or estate shall
have any right or claim against the Company or any of its Affiliates under this Plan except as
may otherwise be specifically provided in this Plan. Nothing in this Plan
shall be deemed to give a Participant the right to be retained in the service of the Company
or any Affiliate or to interfere with the right of the Company or any Affiliate to
discipline, discharge or change the status of a Participant at any time.






	4.060	 	A Participant will cooperate with the Committee by furnishing any and all information
requested by the Committee or its delegates in order to facilitate
the distribution of his Accounts under this Plan and by taking such other action as may be reasonably requested by the
Committee or its delegates.





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	4.070	 	Subject to ERISA, the provisions of this Plan shall be construed and interpreted according
to the laws of the State of Iowa. In the event that any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of this Plan, which shall be construed and enforced as if such illegal or
invalid provision were not included in this Plan. The provisions of this Plan shall bind and
obligate the Company and its Affiliates and their successors, including, but not limited to,
any corporate or other business entity which shall, whether by merger, consolidation, purchase
or otherwise, acquire all or substantially all of the business and assets of the Company or
its Affiliates and the successors of any such company or other business entity.






	4.080	 	The Company shall bear all expenses and costs in connection with the operation and
administration of this Plan. The Company, its Affiliates, the Committee and any employee of
the Company or any of its Affiliates shall be fully protected in relying in good faith on the
computations and reports made pursuant to or in connection with this Plan by the independent
certified public accountants who audit the Company’s accounts.






	4.090	 	All words used in this Plan in the masculine gender shall be construed as if used in the
feminine gender where appropriate. All words used in this Plan in the singular or plural
shall be construed as if used in the plural or singular where appropriate.





ARTICLE V

TRUST





	5.010	 	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 1.070(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 the Account
balances due under this Plan and all benefits and/or account balances due to the participants
(and their beneficiaries) in 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.






	5.020	 	Interrelationship of the Plan and the Trust. The provisions of the Plan 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.





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	5.030	 	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.
	 
	5.040	 	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)	 	be irrevocable upon a Change of Control, to the extent not then irrevocable
(other than an event described in Section 1.070(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.




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ARTICLE VI

SECTION 409A





	6.010	 	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.






	6.020	 	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 of the Participant’s Account
Balances until five (5) years later than the date that payment of such Participant’s
Accounts 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 Accounts was otherwise scheduled to be paid.






	 	 	For purposes of Section 6.020(b) and (c), all payments scheduled to be made in the form of
installments that are 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 6.020 are met. 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 6.020 with respect to the Accounts to which
such election relates.






	6.030	 	Six Month Wait for Specified Employees. Notwithstanding any other provision of this
Plan to the contrary, to the extent that any Accounts 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 6.030 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




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	 	 	provisions of this Section 6.030 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.






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