exv10whw4



 





Exhibit 10-h-4




ROCKWELL COLLINS 2005

NON-QUALIFIED PENSION PLAN



The purpose of this Plan is to provide benefits in excess of the Benefit 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 and highly compensated employees of Rockwell
Collins, Inc. and its affiliates. This Plan also provides benefits in excess of the benefits
provided under the Company Pension Plan (as defined below) to a select group of highly compensated
employees consisting of Corporate Pilots and to a select group of management or highly compensated
employees who deferred compensation under the Rockwell Collins Deferred Compensation Plan prior to
2005. 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 accrued benefits that were earned and
vested after December 31, 2004 under the Rockwell Collins Non-Qualified Pension Plan (“Pre-2005
Plan”) through September 30, 2006, the date the Pre-2005 Plan was frozen.




ARTICLE I

DEFINITIONS





	1.005	 	Affiliate means:






	 	(a)	 	any company 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.






	1.010	 	Benefit Limitation means the limitations on benefits payable from Defined Benefit
Plans which are imposed by Section 415 of the Code.






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






	1.030	 	Change of Control means any of the following:




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	 	(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 1.030; 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 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




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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.






	1.040	 	Code means the Internal Revenue Code of 1986, as amended.
	 
	1.050	 	Committee means the Compensation Committee of the Board of Directors.
	 
	1.060	 	Company means Rockwell Collins, Inc., a Delaware corporation.
	 
	1.070	 	Company Officer means an employee who, effective July 23, 2007 attains a Salary
Grade of M0 or M1, or who prior to July 23, 2007 but after June 30, 2006 attained a Salary
Grade of M9 or M0 or who prior to July 1, 2006 attained a Salary Grade of 23 or higher.
	 
	1.080	 	Company Pension Plan means the Rockwell Collins Pension Plan.
	 
	1.090	 	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 a
participant’s benefit under the Company Pension Plan.
	 
	1.095	 	Corporate Pilot means any Participant in the Company Pension Plan whose principal
duty as an employee is the operation of aircraft as a pilot or co-pilot for at least one year
immediately preceding Retirement.
	 
	1.100	 	Defined Benefit Plan has the same meaning given that term in Section 3(35) of ERISA.
	 
	1.150	 	Delinkage Date means January 1, 2009 or such other date as is permitted under
Section 409A and is approved by the Chief Executive Officer, Chief Financial Officer, Senior
Vice President, Human Resources or General Counsel of the Company.
	 
	1.110	 	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.
	 
	1.120	 	ERISA means the Employee Retirement Income Security Act of 1974, as amended.
	 
	1.130	 	409A Change of Control means a “Change of Control Event” as defined in Treasury
Regulation Section 1.409A-3(i)(5)(i) and as set forth in
Treasury Regulation Section 1.409A-3(i)(5)(v)-(vii), applying the default rules and percentages set forth in such
Treasury Regulations.





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	1.140	 	Highly Compensated Employee means a participant in or retiree under the Company
Pension Plan whose compensation would otherwise be considered under such Plan in determining
his benefits thereunder in excess of the Compensation Limit.
	 
	1.150	 	Interest Rate means the average 30-Year Treasury Rate as published by the Internal
Revenue Service in the October preceding the year of the Participant’s annuity starting date.
	 
	1.160	 	Mortality Assumptions means the FAS 87 mortality assumptions used for the Company’s
Net Periodic Benefit Costs in the year of the Participant’s annuity starting date.
	 
	1.170	 	Participant means any participant in the Company Pension Plan whose benefits payable
therefrom are restricted by the Benefit Limitation or the Compensation Limit. Employees who
were hired on or before September 30, 2006 who (1) are Corporate Pilots, (2) are Company
Officers hired on or after January 1, 1993 but eligible for the pre-1993 formula under the
Company Pension Plan, or (3) are participants in the Company Pension Plan who deferred
compensation under the Rockwell Collins Deferred Compensation Plan and attained 85 points
under the Rule of 85 after December 31, 2004, are also eligible to participate in this Plan.
Notwithstanding any other provision of this Plan or the Company Pension Plan to the contrary,
no Employee or other person, individual or entity shall become a Participant in this Plan
after the earlier of (a) September 30, 2006 or (b) the day on which a Change of Control
occurs.
	 
	1.180	 	Plan means this Rockwell Collins 2005 Non-Qualified Pension 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	 	Pre-2005 Plan means the Rockwell Collins Non-Qualified Pension Plan and its
predecessor, the Rockwell International Corporation Non-Qualified Pension Plan.
	 
	1.210	 	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.
	 
	1.220	 	Rule of 85 means, with respect to a Participant in the Collins Salaried Employees’
or Certain Salaried Employees’ sub-plans of the Company Pension Plan attainment of at least
age 55 but not more than age 62 with a sum of age (in years and months) and Credited Service
(as defined in the Company Pension Plan) (in years and months) total 85 or more on or before
the date of Separation from Service or Retirement. For purposes of determining eligibility, years and months of service with the Company after September 30,
2006 shall also be considered.




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	1.230	 	Section 409A means Section 409A of the Code and any regulations or other guidance
issued thereunder.
	 
	1.240	 	Securities Exchange Act means the Securities Exchange Act of 1934, as amended.
	 
	1.250	 	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.
	 
	1.260	 	Specified Employee has the meaning set forth in Section 409A, as determined each
year in accordance with procedures established by the Company.
	 
	1.270	 	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”).
	 
	1.280	 	Trust means the master trust established by agreement between the Company and the
Trustee, which will be a grantor trust.
	 
	1.290	 	Trustee means Wells Fargo Bank, N.A., or any successor trustee of the Trust
described in Section 1.280 of this Plan.




Terms not otherwise defined in this Article I shall have meanings set forth in the Company Pension
Plan document.




ARTICLE II

DETERMINATION OF BENEFITS





	2.005	 	Effective as of the close of business on September 30, 2006, and notwithstanding any other
provision in this Plan (or in the Company Pension Plan) to the contrary, individuals who first
become Employees after September 30, 2006 will not be eligible to become Participants in this
Plan. No benefits shall be accrued under this Plan after September 30, 2006, except pursuant
to the Rule of 85.
	 
	2.010	 	This Plan has been established by the Company as a non-qualified pension plan for benefits
earned and vested on and after January 1, 2005 for those employees of the Company and its
Affiliates whose retirement benefits under the Company Pension Plan are, in the determination
of those benefits, reduced by reason of application of the Compensation Limit and/or the
Benefit Limitation for benefits earned and vested on and after January 1, 2005. This Plan
also provides enhanced benefits to (a) Corporate Pilots, (b) Company Officers hired on or
after January 1, 1993 but eligible for the pre-1993 formula under the Company Pension Plan, and (c) participants in the Company Pension Plan who
deferred compensation under the Rockwell Collins Deferred Compensation Plan and attained 85
points under the Rule of 85 after December 31, 2004. The Company




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shall pay from its general
assets or from the Trust, as the case may be, to each Participant, or to the beneficiary,
surviving spouse or joint annuitant of the Participant, a benefit which is equal to the
amount of such reduction or enhancement and reduction or enhancement for benefits payable
under the Pre-2005 Plan. Notwithstanding any other provision of this Plan to the contrary,
all non-qualified pension benefits for Corporate Pilots are considered earned and vested
after December 31, 2004 and are therefore payable under this Plan and not the Pre-2005 Plan.




	2.020	 	If the monthly benefit for which a Participant would have been otherwise eligible at
retirement under the Company Pension Plan is reduced because of application of the
Compensation Limit, for purposes of determining the benefit payable under this Plan, a
Participant’s Average Annual Earnings shall mean the highest amount that can be determined by
averaging the Participant’s Earnings (as defined in the Company Pension Plan) for any five (5)
calendar years within the ten (10) calendar years (or lesser period, if applicable) of active
employment which immediately precede the earliest of the dates on which the Participant
retires, dies, terminates or commences an approved absence for disability or the date of the
Company Pension Plan freeze (September 30, 2006) in accordance with the Company Pension Plan.
In determining Average Annual Earnings (as defined in the Company Pension Plan), any calendar
year in which the Participant has less than a full year of Credited Service (as defined in the
Company Pension Plan) may be disregarded.
	 
	2.025	 	In the case of a Participant who first becomes an Employee on or after January 1, 1993 and,
prior to the earlier of his retirement from the Company or September 30, 2006 becomes a
Company Officer, the monthly benefit payable to such Participant from this Plan shall be
calculated pursuant to the same formula as is set forth in Section 5.010(a) of the Certain
Salaried or Collins Salaried Employees sub-plans of the Company Pension Plan for participants
in that plan who were first employed by the Company prior to January 1, 1993.
	 
	2.030	 	Subject to the provisions of Section 2.050, for Retirement distributions that commence prior
to the Delinkage Date, any benefit payable under this Plan shall be paid to or in respect of
the Participant in the same manner and at the same time and form that benefits become payable
under the Company Pension Plan.
	 
	2.040	 	For distributions that commence on and after the Delinkage Date, the distribution provisions
of the Company Pension Plan shall have no application to this Plan. Effective for
distributions that commence on and after the Delinkage Date, distribution to a Participant of
his or her accrued benefit hereunder shall only be made upon the earliest of 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)	 	For purposes of calculating any lump sum distribution under this Plan, the Plan
shall use the Interest Rate and Mortality Assumptions.




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	 	(b)	 	Effective for distributions commencing on or after the Delinkage Date, a
Participant may make a one-time, irrevocable election to have his or her accrued
benefit under this Plan paid in (1) no more than ten (10) equal annual installments
commencing upon Retirement, such installments to be the amounts that are actuarially
equivalent to the present value of the Participant’s accrued benefit under this Plan,
or (2) the form of an annuity described in Exhibit A to this Plan. Such election shall
only apply to accrued benefits commencing upon Retirement and only if the actuarial
present value of the Participant’s accrued benefit upon Retirement is less than the
amount specified under Section 402(g)(1)(B) of the Code ($15,500 for 2008). A
Participant may elect any of the forms of annuities or installments without the consent
of such election by the Participant’s spouse. Any such election to receive
installments or an annuity shall be made no later than December 31st immediately
preceding the Delinkage Date or December 31st of the calendar year immediately
preceding the calendar year any additional benefit is accrued after the Delinkage Date
under the Rule of 85. Except as otherwise provided in Section 6.020, such election
shall be irrevocable.






	2.050	 	Effective as of the Delinkage Date, notwithstanding any other provision of this Plan to the
contrary, a Participant (including, for purposes of this Section 2.050, a retiree who is
currently receiving benefits under this Plan) may elect to have the present value of the
benefits due 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 must be
made in writing and filed with the Committee prior to December 31st of the calendar
year immediately preceding the year in which such benefit was accrued. 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 accrued benefit hereunder that were earned
prior to the Delinkage Date no later than the December 31st immediately preceding the
Delinkage Date.
	 
	 	(b)	 	Subject to Section 6.020, such election shall be irrevocable.
	 
	 	(c)	 	Lump sum payments to be made under this Section 2.050 to Participants or, in
the case of the Participant’s death, to the Participant’s beneficiary shall be made
within forty-five (45) days following the 409A Change of Control.
	 
	 	(d)	 	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 accrued benefit under the Plan in a lump sum upon a 409A Change of
Control, then such Participant’s accrued benefit under the Plan will automatically be
paid in a lump sum upon a 409A Change of Control.






	2.060	 	Effective as of the Delinkage Date, with respect to distributions which are payable to a
Participant or, in the event of the Participant’s death, to his beneficiary:




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	 	(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.






	2.070	 	Effective as of the Delinkage Date, notwithstanding any other provision of this Plan to the
contrary, in the event that a Participant dies prior to commencement of distribution of his
accrued benefit under the Plan, the Participant’s accrued benefit under this Plan shall 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. For purposes of this
Section 2.070, the Participant’s accrued benefit shall be the present value of the accrued
benefit payable in the form of a pre-retirement death benefit under the Company Pension Plan
without regard to the Benefit Limitation and Compensation Limit, reduced by the present value
of the accrued benefit payable in the form of the pre-retirement death benefit pursuant to the
Pre-2005 Plan. The beneficiary of such pre-retirement death benefit shall be designated as
follows:






	 	(a)	 	A Participant who is unmarried on the date of such beneficiary designation may
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 accrued benefit under the Plan. In the absence
of such designation, the succession of beneficiaries, as specified in Section 8.020 of
the Company Pension Plan shall be controlling.
	 
	 	(b)	 	Notwithstanding any other provision of this Plan, in the event that a
Participant is married on the date of his death and the Participant dies prior to
commencement of distribution of benefits under this Plan, the Participant’s surviving
spouse shall be the beneficiary of the Participant’s benefit under this Plan.






	2.080	 	Notwithstanding any other provision of this Plan to the contrary, if the Participant dies
after commencement of distribution of his accrued benefit under the Plan, such benefit will be
paid in the form elected pursuant to Section 2.040.
	 
	2.090	 	Notwithstanding any other provision of this Plan to the contrary, in the event that a
Participant Separates from Service prior to the Delinkage Date and prior to distribution of
benefits under the Plan, any benefit payable under this Plan shall be paid to or in respect of
the Participant in a lump sum within the sixty (60) day period following the close of the
calendar year immediately preceding the Delinkage Date.




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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, who shall respond in writing within ninety (90) days following the receipt of the
request.
	 
	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

AMENDMENT AND TERMINATION; 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 benefit
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 benefit
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 Company Pension 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
benefit entitlement 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.



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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;
	 
	 	(c)	 	supply full and timely information to the Third-Party Administrator on all
matters relating to the Plan, the Trust, the Participants and any surviving spouses and
contingent annuitants, the benefits of the Participants, the date of circumstances of
the Retirement, death or Separation from Service of the Participants, and such other
pertinent information as the Third-Party Administrator may reasonably require; and
	 
	 	(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 1.270).






	4.030	 	This Plan is an unfunded employee benefit plan primarily for providing benefits to an
identified group of management or highly compensated employees of the Company and is also an
excess benefit plan (as defined by Section 3(36) of ERISA). 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 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 he may have hereunder. A Participant’s rights to
benefits described herein 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 benefits to
Participants, their beneficiaries or estates as appropriate. No part of any




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Participant’s benefits hereunder 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 such benefits 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 Affiliate 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 proper administration
(including distributions to and in respect of Participants) of this Plan and by taking such
other action as may be reasonably requested by the Committee or its delegate.
	 
	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 their successors of any such company or other business entity.
	 
	4.080	 	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 1.030(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 this Plan and benefits and account balances due to any 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.




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	5.020	 	Interrelationship of the Plan and the Trust. The provisions of the Plan and any
Participant’s Participation Agreement Form 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.
	 
	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 409A Change of Control, to the extent not then
irrevocable (other than an event described in Section 1.030(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 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 benefit payable 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. Effective as of the Delinkage Date, 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;




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	 	(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 accrued
benefit until at least five (5) years later than the date that payment of such
Participant’s accrued benefit 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 accrued benefit 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 accrued benefit to
which such election relates.




With respect to election made by a married Participant whose marriage terminates due to
death or divorce after the Delinkage Date, but prior to the distribution of benefits payable
under the Plan, such election made by the Participant for a joint annuity as described in
Exhibit A, will be defaulted to a single life annuity without resulting in a change of
election as described in this Section 6.020.




	6.030	 	Six Month Wait for Specified Employees. Effective as of the Delinkage Date,
notwithstanding any other provision of this Plan to the contrary, to the extent that any
accrued benefit 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 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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Exhibit 10-h-4



Exhibit A




Annuity Options




Annuity Options: 





	 	(a)	 	Participants Without a Spouse. The form of annuity payable to a Participant who does
not have a spouse, and who does not otherwise elect shall be paid in the form of a single life
annuity with monthly installments for the Participant’s life.
	 
	 	(b)	 	Participants With a Spouse. The forms of annuities available to participant who is
married on his annuity starting date will be a single life annuity with monthly installments
for the Participant’s life and joint annuities with 60%, 75% or 100% continuation options.
The monthly payments to a Participant shall be reduced by five percent (5%) if the Participant
selects the (60%) continuation option, by percent (10%) if the Participant selects the
seventy-five percent (75%) continuation option, or by fifteen percent (15%) if the Participant
selects the one hundred percent (100%) continuation option. The amount of the monthly
benefit payable to such surviving spouse shall equal the percentage selected of the reduced
monthly benefit payable to such Participant.






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