EXHIBIT
10.3


 


TYCO
ELECTRONICS CORPORATION SUPPLEMENTAL SAVINGS


AND
RETIREMENT PLAN


 


 


Adopted
by Tyco Electronics Corporation


as of
June 29, 2007


 

















 


Table Of Contents


 


	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
  PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Supplemental Savings and Retirement Plan

  	
  1

  
	
  1.2

  	
   

  	
  Benefits Under the Tyco SSRP and the Plan

  	
  1

  
	
  1.3

  	
   

  	
  Deferred Compensation Plan

  	
  1

  
	
  1.4

  	
   

  	
  Transferred Participant Elections under the Tyco
  SSRP

  	
  2

  
	
  1.5

  	
   

  	
  Compliance with Code Section 409A

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Account

  	
  2

  
	
  2.2

  	
   

  	
  Affiliated Company

  	
  2

  
	
  2.3

  	
   

  	
  Base Salary

  	
  3

  
	
  2.4

  	
   

  	
  Base Salary Deferral

  	
  3

  
	
  2.5

  	
   

  	
  Beneficiary(ies)

  	
  3

  
	
  2.6

  	
   

  	
  Board

  	
  3

  
	
  2.7

  	
   

  	
  Bonus Compensation

  	
  3

  
	
  2.8

  	
   

  	
  Bonus Compensation Deferral

  	
  3

  
	
  2.9

  	
   

  	
  Cause

  	
  3

  
	
  2.10

  	
   

  	
  Change of Control

  	
  3

  
	
  2.11

  	
   

  	
  Code

  	
  4

  
	
  2.12

  	
   

  	
  Company

  	
  4

  
	
  2.13

  	
   

  	
  Company Credit

  	
  5

  
	
  2.14

  	
   

  	
  Compensation

  	
  5

  
	
  2.15

  	
   

  	
  Compensation Deferral

  	
  5

  
	
  2.16

  	
   

  	
  Disability

  	
  5

  
	
  2.17

  	
   

  	
  Discretionary Credit

  	
  5

  
	
  2.18

  	
   

  	
  Effective Date

  	
  6

  
	
  2.19

  	
   

  	
  Eligible Employee

  	
  6

  
	
  2.20

  	
   

  	
  Enrollment and Payment Agreement

  	
  6

  
	
  2.21

  	
   

  	
  Exchange Act

  	
  6

  
	
  2.22

  	
   

  	
  Fiscal Year

  	
  6

  
	
  2.23

  	
   

  	
  In-Service Payment

  	
  6

  
	
  2.24

  	
   

  	
  Matching Credit

  	
  6

  
	
  2.25

  	
   

  	
  Maximum Matching Percentage

  	
  7

  
	
  2.26

  	
   

  	
  Measurement Funds

  	
  7

  
	
  2.27

  	
   

  	
  Participant

  	
  7

  
	
  2.28

  	
   

  	
  Plan

  	
  7

  
	
  2.29

  	
   

  	
  Plan Administrator

  	
  7

  
	
  2.30

  	
   

  	
  Plan Year

  	
  7

  
	
  2.31

  	
   

  	
  Responsible Company

  	
  7

  
	
  2.32

  	
   

  	
  Retirement

  	
  7

  
	
  2.33

  	
   

  	
  RSIP

  	
  7

  
	
  2.34

  	
   

  	
  RSIP Election

  	
  8

  
	
  2.35

  	
   

  	
  Separation

  	
  8

  
	
  2.36

  	
   

  	
  Spillover Deferrals

  	
  8

  



 


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  2.37

  	
   

  	
  Termination Date

  	
  8

  
	
  2.38

  	
   

  	
  Termination Payment

  	
  8

  
	
  2.39

  	
   

  	
  TEL

  	
  8

  
	
  2.40

  	
   

  	
  Tyco SSRP

  	
  8

  
	
  2.41

  	
   

  	
  Year of Service

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
   

  	
  ADMINISTRATION

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Plan Administrator

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
   

  	
  ELIGIBILITY FOR PARTICIPATION

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Current Participants

  	
  9

  
	
  4.2

  	
   

  	
  Future Employees

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
   

  	
  BASIC DEFERRAL PARTICIPATION

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Election to Participate

  	
  9

  
	
  5.2

  	
   

  	
  Amount of Deferral Election

  	
  10

  
	
  5.3

  	
   

  	
  Deferral Limits

  	
  10

  
	
  5.4

  	
   

  	
  Period of Commitment

  	
  10

  
	
  5.5

  	
   

  	
  Change of Status

  	
  10

  
	
  5.6

  	
   

  	
  Vesting of Compensation Deferrals

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
   

  	
  SPILLOVER
  PARTICIPATION/MATCHING, COMPANY AND DISCRETIONARY CREDITS

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Spillover Election

  	
  10

  
	
  6.2

  	
   

  	
  Matching Credits

  	
  11

  
	
  6.3

  	
   

  	
  Company Credits

  	
  11

  
	
  6.4

  	
   

  	
  Discretionary Credits

  	
  12

  
	
  6.5

  	
   

  	
  Vesting of Matching, Company and Discretionary
  Credits

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
   

  	
  PARTICIPANT ACCOUNT

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Establishment of Account

  	
  12

  
	
  7.2

  	
   

  	
  Earnings (or Losses) on Account

  	
  13

  
	
  7.3

  	
   

  	
  Valuation of Account

  	
  13

  
	
  7.4

  	
   

  	
  Statement of Account

  	
  13

  
	
  7.5

  	
   

  	
  Payments from Account

  	
  13

  
	
  7.6

  	
   

  	
  Separate Accounting

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  	
  PAYMENTS TO PARTICIPANTS

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Annual Election

  	
  14

  
	
  8.2

  	
   

  	
  Change in Election

  	
  14

  



 


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  8.3

  	
   

  	
  Cash-Out Payments

  	
  14

  
	
  8.4

  	
   

  	
  Death or Disability Benefit

  	
  15

  
	
  8.5

  	
   

  	
  Valuation of Payments

  	
  15

  
	
  8.6

  	
   

  	
  Unforeseeable Emergency

  	
  15

  
	
  8.7

  	
   

  	
  Withholding Taxes

  	
  15

  
	
  8.8

  	
   

  	
  Effect of Payment

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
   

  	
  CLAIMS PROCEDURES

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Filing a Claim

  	
  16

  
	
  9.2

  	
   

  	
  Appeal of Denied Claims

  	
  17

  
	
  9.3

  	
   

  	
  Claim Limitation Period

  	
  18

  
	
  9.4

  	
   

  	
  Legal Action

  	
  19

  
	
  9.5

  	
   

  	
  Discretion of the Plan Administrator

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  	
   

  	
  MISCELLANEOUS

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Protective Provisions

  	
  19

  
	
  10.2

  	
   

  	
  Inability to Locate Participant or Beneficiary

  	
  19

  
	
  10.3

  	
   

  	
  Designation of Beneficiary

  	
  19

  
	
  10.4

  	
   

  	
  No Contract of Employment

  	
  19

  
	
  10.5

  	
   

  	
  No Limitation on Company Actions

  	
  20

  
	
  10.6

  	
   

  	
  Obligations to Company

  	
  20

  
	
  10.7

  	
   

  	
  No Liability for Action or Omission

  	
  20

  
	
  10.8

  	
   

  	
  Nonalienation of Benefits

  	
  20

  
	
  10.9

  	
   

  	
  Liability for Benefit Payments

  	
  20

  
	
  10.10

  	
   

  	
  TEL Guarantee

  	
  21

  
	
  10.11

  	
   

  	
  Unfunded Status of Plan

  	
  21

  
	
  10.12

  	
   

  	
  Forfeiture for Cause

  	
  21

  
	
  10.13

  	
   

  	
  Governing Law

  	
  21

  
	
  10.14

  	
   

  	
  Severability of Provisions

  	
  21

  
	
  10.15

  	
   

  	
  Headings and Captions

  	
  22

  
	
  10.16

  	
   

  	
  Gender, Singular and Plural

  	
  22

  
	
  10.17

  	
   

  	
  Notice

  	
  22

  
	
  10.18

  	
   

  	
  Amendment and Termination

  	
  22

  
	
  10.19

  	
   

  	
  Delay of Payment for Specified Employees

  	
  22

  
	
  10.20

  	
   

  	
  Special Rule Regarding Election Changes in 2005,
  2006 and 2007

  	
  22

  



 


iii

















 


TYCO
ELECTRONICS CORPORATION SUPPLEMENTAL SAVINGS AND


RETIREMENT
PLAN


 


ARTICLE I

Purpose


 


1.1           Supplemental Savings
and Retirement Plan. The name of this plan is the Tyco Electronics
Corporation Supplemental Savings and Retirement Plan. The Plan is effective as
of and is contingent upon the Separation and was created as a spin-off from and
a continuation of the Tyco Supplemental Savings and Retirement Plan (“Tyco SSRP”)
with respect to the Accounts of certain Participants who are aligned with the
Tyco Electronics business unit in conjunction with the separation of Tyco
Electronics Ltd. and its underlying subsidiaries from the Tyco International
Ltd. controlled group of corporations (the “Separation”). This Separation
results from a transaction whereby the public shareholders of Tyco
International Ltd. (“TIL”) will be issued stock dividends consisting of the
common stock of Tyco Electronics Ltd. and Covidien Ltd., as described in Forms
10 filed with the SEC by Tyco Electronics Ltd. and Covidien Ltd. on January 18,
2007. The Plan was also created to provide certain of the key employees of the
Company and the key employees of its parents, subsidiaries and affiliates with
the ability to defer receipt of compensation that would otherwise be payable to
them and to make up for amounts that could not be contributed on their behalf
as matching contributions under the Tyco Electronics Corporation Retirement
Savings and Investment Plan due to certain restrictions applicable under the
Internal Revenue Code of 1986, as amended.


 


1.2           Benefits Under the
Tyco SSRP and the Plan. With respect to each Participant (or Beneficiary,
as applicable) who participated in the Tyco SSRP prior to the Separation and
who was aligned with the Tyco Electronics business unit, Tyco International
Management Company shall transfer from the Tyco SSRP to such Participant’s or
Beneficiary’s Account under the Plan an amount equal to the value of the
notional accounts credited to the Participant or Beneficiary under the Tyco
SSRP immediately prior to such transfer. The transfer of the value of the
notional accounts pursuant to this paragraph shall be in lieu of maintaining
such credits and liabilities under the Tyco SSRP and such transfer shall occur as
of, and is contingent upon, the Separation.


 


Benefits for any Participant or Beneficiary that were
credited under the Tyco SSRP prior to the Effective Date and which were
transferred to this Plan will be determined in accordance with the provisions
of the Tyco SSRP, but paid in accordance with this Plan, unless modifications
to such transferred benefits are specifically provided by a subsequent
amendment to this Plan. Benefits credited on and after the Effective Date shall
be determined in accordance with the provisions of this Plan.


 


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


 


1

















 


Compensation Deferrals, Spillover Deferrals, Matching
Credits, Company Credits and Discretionary Credits and to any earnings credited
thereon.


 


1.4           Transferred
Participant Elections under the Tyco SSRP. The Accounts of Participants and
Beneficiaries that are transferred to the Plan from the Tyco SSRP in
conjunction with the Separation (“Transferred Participants”) shall be subject
to certain special terms and conditions as follows:


 


(a)           Beneficiary
Designation. Absent an affirmative election to the contrary, a Transferred
Participant’s election to designate a beneficiary(ies) under the Tyco SSRP
shall be deemed to be an election to designate the same beneficiary(ies) under
the Plan.


 


(b)           Enrollment and
Payment Agreement. A Transferred Participant’s Enrollment and Payment
Agreement under the Tyco SSRP prior to the Effective Date (i) shall be deemed
to be an election to make Compensation Deferrals under the Plan, (ii) shall be
deemed to be an election as to the timing and form of distribution for amounts
relating to the applicable Enrollment and Payment Agreement, and (iii) shall be
deemed to be an election to allocate his or her Account to certain Measurement
Funds under the Plan, as provided in Section 7.2 of the Plan.


 


(c)           Deferral Elections
for 2007. Irrevocable Compensation Deferral elections made under the Tyco
SSRP for the 2007 Plan Year shall be deemed to be elections to make irrevocable
Compensation Deferrals under the Plan for the 2007 Plan Year.


 


1.5           Compliance with Code
Section 409A. The terms of this Plan are intended to, and shall be
interpreted and applied so as to, comply in all respects with the provisions of
Code Section 409A and regulations and rulings thereunder.


 


ARTICLE II

Definitions


 


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


 


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


 


2.2           Affiliated Company.
“Affiliated Company” shall mean a United States (a) corporation which, together
with TEL, is a member of a controlled group of corporations (as defined in Section
414(b) of the Code), (b) trade or business (whether or not incorporated) which
is under common control (as defined in Section 414(c) of the Code) with TEL,
(c) corporation, partnership or other entity which, together with TEL, is a


 


2

















 


member of an affiliated service group (as defined in
Section 414(m) of the Code), or (d) organization which is required to be
aggregated with TEL pursuant to regulations promulgated under Section 414(o) of
the Code.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)           any “person” (as
defined in Sections 13(d) and 14(d) of the Exchange Act), excluding for this
purpose (i) TEL or any subsidiary company (wherever incorporated) of TEL as
defined by Section 86 of the Companies Act


 


3

















 


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


 


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


 


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


 


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


 


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


 


2.12         Company. “Company”
means Tyco Electronics Corporation, a Pennsylvania corporation, and its
parents, subsidiaries, affiliates and successors


 


4

















 


(excluding any parent, subsidiary or affiliate that has
not been approved by the Company for participation in this Plan). Where the
context so requires, “Company” used in reference to a Participant means the
specific entity that is part of the Company as defined herein that employs the
Participant at any relevant time.


 


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


 


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


 


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


 


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


 


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


 


5

















 


2.18         Effective Date. “Effective
Date” means the original effective date of the Plan, which is as of and
contingent upon the Separation.


 


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


 


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


 


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


 


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


 


2.23         In-Service Payment.
“In-Service Payment” has the meaning set forth in Section 8.1.


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


2.35         Separation. “Separation”
means a transaction whereby the public shareholders of Tyco International Ltd.
will be issued stock dividends consisting of the common stock of Tyco
Electronics Ltd. and Covidien Ltd., as described in Forms 10 filed with the SEC
by Tyco Electronics Ltd. and Covidien Ltd. on January 18, 2007. As a result of
the transaction, Covidien Ltd. and its underlying subsidiaries will no longer
be an Affiliated Company with respect to Tyco International Ltd. The Separation
occurred on June 29, 2007.


 


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


 


2.37         Termination Date. “Termination
Date” means the last day of a Participant’s active employment with the Company
and all Affiliated Companies without regard to any compensation continuation
arrangement, as determined by the Plan Administrator in its sole discretion and
shall be determined in accordance with the provisions of Treasury Regulations
Section 1.409A-1(h)(1)(ii). A Participant who terminates active employment with
the Company during a Plan Year, and thereafter resumes active employment with
the Company or an Affiliated Company prior to the beginning of the next Plan
Year, shall not be deemed to have had a Termination Date hereunder with respect
to the first employment termination.


 


2.38         Termination Payment.
“Termination Payment” has the meaning set forth in Section 8.1.


 


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


 


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


 


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


 


ARTICLE III

Administration


 


3.1           Plan Administrator.
The Plan shall be administered by the Plan Administrator, which shall have full
discretionary power and authority to interpret the Plan; to prescribe, amend
and rescind any rules, forms and procedures as it deems necessary or
appropriate for the proper administration of the Plan; and to make any other
determinations, including factual determinations, and take such other actions
as it deems necessary or advisable in carrying out its duties under the Plan.


 


8

















 


ARTICLE IV

Eligibility for Participation


 


4.1           Current Participants.
Any Eligible Employee who (i) elected to make Compensation Deferrals under Section
5.1 or 6.1 under the Tyco SSRP effective for the 2007 Plan Year or (ii) is
entitled to a Company Credit or a Discretionary Credit for the Plan Year which
contains the Effective Date shall be deemed a Participant as of the Effective
Date. An individual who is not otherwise an Eligible Employee as of the
Effective Date but who has an Account transferred to this Plan from the Tyco
SSRP shall also be deemed a Participant as of the Effective Date. An individual
shall remain a Participant until that individual has received full payment of
all amounts credited to the Participant’s Account.


 


4.2           Future Employees.
Any future Eligible Employee will be eligible to become a Participant for the
first full pay period following the date on which he makes an initial election
to participate or as soon as practicable thereafter (subject to any limitations
set forth herein).


 


ARTICLE V

Basic Deferral Participation


 


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


 


Notwithstanding the
foregoing, if an Eligible Employee attempts to file an Enrollment and Payment
Agreement election or take any other related action and is unable to do so due
to administrative error, or if an Eligible Employee’s Enrollment and Payment
Agreement election is not appropriately processed due to administrative error,
the Plan Administrator may, in its discretion, permit the error to be corrected
by allowing


 


9

















 


the Eligible Employee to make a new Enrollment and
Payment Agreement election. Such election shall only be allowed to the extent
permitted under Code Section 409A and the regulations and rulings promulgated
thereunder.


 


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


 


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


 


5.4           Period of Commitment.
A Participant’s Enrollment and Payment Agreement as to a Compensation Deferral
shall remain in effect only for the immediately succeeding Plan or Fiscal Year
(or the remainder of the current year, as applicable), unless otherwise allowed
by the Plan Administrator in its sole discretion.


 


5.5           Change of Status.
If the Plan Administrator, in its sole discretion, determines that the
Participant no longer qualifies as an Eligible Employee, the Participant’s most
recent Compensation Deferral shall terminate with respect to compensation
earned after the effective date of such determination, and the employee shall
thereafter be prohibited from making Compensation Deferrals unless otherwise
determined by the Plan Administrator in its sole discretion.


 


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


 


ARTICLE VI

Spillover Participation/Matching, Company and Discretionary Credits


 


6.1           Spillover Election.
Any Eligible Employee may elect to make Spillover Deferrals for a Plan Year. Such
election may be made by filing an Enrollment and Payment Agreement with the
Plan Administrator on or before the November 30 immediately preceding the first
day of such Plan Year unless otherwise permitted by the Plan Administrator in
its sole discretion (but in such case, in no event later than the December 31
immediately preceding the first day of such Plan Year). Such election shall be
deemed an irrevocable commitment by such Participant to defer hereunder a
percentage of his or her periodic Compensation equal to the Participant’s RSIP
Election for such Plan Year, with such deferrals commencing at the time the
Participant’s pretax RSIP contributions are suspended for the Plan Year as the
result of the imposition of any limitation under applicable law or any
procedure established by the Plan Administrator in accordance with applicable
law and continuing for the remainder of the Plan Year; provided that a
Participant who elects to make Spillover Deferrals will be deemed to have


 


10

















 


made a commitment to maintain his or her RSIP Election
in effect for the entire Plan Year (up to the time of such suspension) without
change.


 


Notwithstanding the
foregoing, if an Eligible Employee attempts to file an Enrollment and Payment
Agreement election or take any other related action and is unable to do so due
to administrative error, or if an Eligible Employee’s Enrollment and Payment
Agreement election is not appropriately processed due to administrative error,
the Plan Administrator may, in its discretion, permit the error to be corrected
by allowing the Eligible Employee to make a new Enrollment and Payment
Agreement election. Such election shall only be allowed to the extent permitted
under Code Section 409A and the regulations and rulings promulgated thereunder.


 


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


 


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


 


11

















 


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


 


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


 


6.5           Vesting of Matching,
Company and Discretionary Credits. The portion of a Participant’s Account
attributable to Matching Credits and Company Credits shall become 100% vested
upon the completion of three Years of Service (subject to Section 10.12). The
portion of a Participant’s Account attributable to Matching Credits and Company
Credits shall also become 100% vested (i) if his or her employment terminates
by reason of his or her death, Disability or Retirement, or (ii) upon the
occurrence of a Change of Control (subject in each case to Section 10.12). The
portion of a Participant’s Account attributable to Discretionary Credits shall
become 100% vested upon the date and/or upon the occurrence of the event(s)
specified by the Company in its sole discretion (subject to Section 10.12).


 


ARTICLE VII

Participant Account


 


7.1           Establishment of
Account. The Plan Administrator shall establish and maintain an Account
with respect to each Participant’s annual Compensation Deferrals, Matching
Credits, Company Credits, and/or Discretionary Credits hereunder, as
applicable, and amounts directly transferred from the Tyco SSRP as of the
Effective


 


12

















 


Date, if any, on behalf of such Participant. Compensation
Deferrals pursuant to Section 5.1 and Spillover Deferrals pursuant to Section
6.1 shall be credited by the Plan Administrator to the Participant’s Account as
soon as practicable after the date on which such Compensation would otherwise
have been paid, in accordance with the Participant’s election. The Participant’s
Account shall be reduced by the amount of payments made to the Participant or
the Participant’s Beneficiary pursuant to this Plan and by any forfeitures.


 


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


 


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


 


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


 


7.5           Payments from
Account. Any payment made to or on behalf of a Participant from his or her
Account in an amount which is less than the entire balance of his or her
Account shall be made pro rata from each of the Measurement Funds to which such
Account is then allocated.


 


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


 


13

















 


ARTICLE VIII

Payments to Participants


 


8.1           Annual Election.
Except as otherwise provided in Section 6.3, 6.4, 8.3 or 8.4, any portion of
the Participant’s Account attributable to his or her Compensation Deferrals,
vested Matching Credits, vested Company Credits or vested Discretionary Credits
for a Plan Year shall be distributed as a payment to be made or to commence
following the Participant’s Termination Date (“Termination Payment”) or as a
payment to be made or to commence at a specified date, without reference to the
Participant’s termination of employment (an “In-Service Payment”). Termination
Payments and In-Service Payments shall be made by one of the following methods,
as elected by the Participant in the Enrollment and Payment Agreement filed
with the Plan Administrator for such Plan Year: (i) one lump sum; or (ii)
annual installments payable over a maximum of 15  years.
A Termination Payment shall be made, or shall commence, on or as soon as
practicable after March 1 of the year following the year in which the
Participant’s Termination Date occurs. An In-Service Payment shall be made, or
shall commence, on or as soon as practicable after March 1st of the payment
year designated by the Participant in the applicable Enrollment and Payment
Agreement, which year shall be no earlier than the fifth Plan Year following
the Plan Year for which the initial filing of the Enrollment and Payment
Agreement was made with respect to that In-Service Payment (provided, that if
the Participant’s employment terminates before the scheduled payment year for
one or more In-Service Payments, and the Participant is not reemployed before
the last day of the year in which such termination occurs, such payment shall
instead be made, or shall commence, on or as soon as practicable after March 1
of the year following the year in which the Participant’s Termination Date
occurs).


 


8.2           Change in Election.
Subject to Section 10.20, a Participant may change the payment date and/or the
form of an existing In-Service Payment election for a Plan Year by filing a new
payment election, in the form specified by the Plan Administrator, at least 12
months prior to the original payment date (in the case of installment payments,
the date of the first scheduled installment payment), provided that such new
election delays the payment year by at least five years from the original
payment year, and provided, further, that such change in election shall not be
effective until 12 months from the date it is filed. No change in payment date
or form of payment may be made with respect to a Termination Payment once
elected. In addition, a Participant’s reemployment following the commencement
of installment payments shall not cause any suspension or interruption in such
installment payments.


 


8.3           Cash-Out Payments.
Notwithstanding any election made under Section 8.1 or Section 8.2, if (i) the
total value of the Participant’s Account on the first day of the Plan Year
following his or her Termination Date is less than $5000, or (ii) the
Participant’s termination is due to voluntary resignation (other than
Retirement or Disability), then the Participant’s Account shall be paid to the
Participant in one lump sum on or as soon as practicable after March 1 of the
year following the year in which the Participant’s Termination Date occurs.


 


14

















 


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


 


8.5           Valuation of
Payments. Any lump sum benefit under Sections 8.1, 8.2 or 8.3 shall be
payable in an amount equal to the value of the Participant’s Account (or
relevant portion thereof) as of the December 31 preceding the relevant payment
date, with the Measurement Funds being deemed to have been liquidated on that date
to make the payment. The first annual installment payment in a series of
installment payments shall be equal to (i) the value of the Participant’s
Account (or relevant portion thereof) as of the December 31 preceding the
relevant payment date, with the Measurement Funds being deemed to have been
liquidated on that date to make the payment, divided by (ii) the number of
installment payments elected by the Participant. The remaining installments
shall be paid in an amount equal to (a) the value of such Account (or relevant
portion thereof) as of the December 31 preceding the relevant payment date,
with the Measurement Funds being deemed to have been liquidated on that date to
make the payment, divided by (b) the number of remaining unpaid installment payments.


 


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


 


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


 


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


 


15

















 


ARTICLE IX

Claims Procedures


 


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


 


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


 


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


 


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


 


16

















 


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


 


(ii)           In the case of a
complete or partial denial of a Disability benefit claim, the notice shall also
provide a statement that the Plan Administrator will provide to the Claimant,
upon request and free of charge, a copy of any internal rule, guideline,
protocol, or other similar criterion that was relied upon in making the
decision.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE X

Miscellaneous


 


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


 


10.2         Inability to Locate
Participant or Beneficiary. In the event that the Plan Administrator is
unable to locate a Participant or Beneficiary within two years following the
date the Participant was to commence receiving payment, the entire amount
allocated to the Participant’s Account shall be forfeited. If, after such
forfeiture, the Participant or Beneficiary later claims such benefit, such
benefit shall be reinstated without interest or earnings from the date payment
was to commence pursuant to Article VIII.


 


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


 


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


 


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


 


10.6         Obligations to Company.
If a Participant becomes entitled to a payment of benefits under the Plan, and
if at such time the Participant has outstanding any debt, obligation, or other
liability representing an amount owing to the Company, then the Company may
offset such amount owed to it against the amount of benefits otherwise
distributable. Such determination shall be made by the Plan Administrator in
its sole discretion.


 


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


 


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


 


10.9         Liability for Benefit
Payments. The obligation to pay or provide for payment of a benefit
hereunder to any Participant or his or her Beneficiary shall, at all times, be
the sole and exclusive liability and responsibility of the company that
employed the Participant immediately prior to the event giving rise to a
payment obligation (the “Responsible Company”). No other company or parent,
affiliated, subsidiary or associated company shall be liable or responsible for
such payment, and nothing in this Plan shall be construed as creating or
imposing any joint or shared liability for any such payment (other than the TEL
guarantee set forth in Section 10.10 below). The fact that a 


 


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company or a parent, affiliated, subsidiary or
associated company other than the Responsible Company actually makes one or
more payments to a Participant or his or her Beneficiary shall not be deemed a
waiver of this provision; rather, any such payment shall be deemed to have been
made on behalf of and for the account of the Responsible Company.


 


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


 


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


 


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


 


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


 


10.14       Severability of
Provisions. If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other


 


21

















 


provisions hereof, and this Plan shall be construed
and enforced as if such provisions had not been included.


 


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


 


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


 


10.17       Notice. Any notice
or filing required or permitted to be given to the Plan Administrator under the
Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to the Plan Administrator, Tyco Electronics
Corporation Supplemental Savings and Retirement Plan, c/o Tyco Electronics
Corporation HR Benefits, 1050 Westlakes Drive, Berwyn, PA 19312 or to such
other person or entity as the Plan Administrator may designate from time to
time. Such notice shall be deemed given as of the date of delivery, or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.


 


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


 


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


 


10.20       Special Rule Regarding
Election Changes in 2005, 2006 and 2007. To the extent permitted under the
provisions of Internal Revenue Service Notice 2005-1, A-19(c) and subsequent
related guidance, the Company may, in its sole discretion, permit a


 


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Participant to modify an existing election with
respect to the timing and form of payment of the Participant’s Account
hereunder without regard to the limitations set forth in Section 8.2, so long
as: (i) such modification is made on or before December 31, 2007 (or, in the
case of any amount that would have been payable in 2007, December 31, 2006, or,
in the case of any amount that would have been payable in 2006, December 31,
2005), and (ii) such modified election is consistent with the provisions of
Sections 8.1 and 10.19 hereof.


 


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