Exhibit 10.29


 


 


UNIVERSAL COMPRESSION,
INC.


 


EMPLOYEES’ SUPPLEMENTAL
SAVINGS PLAN


 


 


Effective as of July 1,
1998


 


(As Revised and Restated Effective January 1,
2005)


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I:
  ARTICLE I: PURPOSE

  	
  1

  
	
   

  	
   

  
	
  ARTICLE II:
  DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  ARTICLE III:
  ELIGIBILITY AND PARTICIPATION

  	
  3

  
	
   

  	
   

  
	
  ARTICLE IV:
  PARTICIPANT ACCOUNTS

  	
  5

  
	
   

  	
   

  
	
  ARTICLE V:
  DEFERRED COMPENSATION AMOUNTS

  	
  5

  
	
   

  	
   

  
	
  ARTICLE VI:
  DEEMED INVESTMENT OF ACCOUNTS

  	
  6

  
	
   

  	
   

  
	
  ARTICLE VII:
  VESTING

  	
  7

  
	
   

  	
   

  
	
  ARTICLE VIII:
  DISTRIBUTIONS

  	
  7

  
	
   

  	
   

  
	
  ARTICLE IX:
  PLAN ADMINISTRATION

  	
  9

  
	
   

  	
   

  
	
  ARTICLE X:
  CLAIMS PROCEDURES

  	
  10

  
	
   

  	
   

  
	
  ARTICLE XI:
  AMENDMENT AND TERMINATION

  	
  11

  
	
   

  	
   

  
	
  ARTICLE XII:
  NATURE OF AGREEMENT

  	
  11

  
	
   

  	
   

  
	
  ARTICLE XIII:
  RESTRICTIONS ON ASSIGNMENT

  	
  11

  
	
   

  	
   

  
	
  ARTICLE XIV:
  MISCELLANEOUS

  	
  12

  



 


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PREAMBLE


 


Universal Compression, Inc. (the “Company”)
hereby establishes the Universal Compression, Inc. Employees’ Supplemental
Savings Plan (the “Plan”) for the benefit of certain eligible employees of the
Company.


 


ARTICLE I: PURPOSE


 


1.1                                 The purpose of
the Plan is:


 


(a)                                  to provide a
mechanism for certain employees of the Company to defer the portion of their
Compensation that cannot be deferred under the Universal Compression, Inc.
401(k) Retirement and Savings Plan (the “Savings Plan”) due to limitations
imposed by the Internal Revenue Code of 1986, as amended (the “Code”),
including Sections 401(a)(17), 401(k)(8), 401(m) and 402(g) thereof;


 


(b)                                 to provide a
mechanism for the Company to make matching contributions for the benefit of
such employees based upon the amount of their deferrals under this Plan; and


 


(c)                                  to provide a
mechanism for such employees to defer all or a portion of any incentive bonus
to which they become entitled under the Universal Compression, Inc. Officers
Bonus Plan (the “Bonus Plan”).


 


1.2                                 The purpose of
this restatement of the Plan is to incorporate prior amendments to the Plan, to
clarify certain provisions of the Plan to aid in the administration of the Plan,
and to bring the Plan into compliance with Section 409A of the Code.


 


ARTICLE II:  DEFINITIONS


 


The following capitalized terms shall have the
following meanings.  Except when
otherwise indicated by the context, any masculine terminology used in the Plan
shall also include the feminine; and the definition of any term herein in the
singular shall also include the plural.  All
other capitalized terms shall have the meaning ascribed to them in the Savings
Plan.


 


2.1                                 The term “Account”
shall mean a Participant’s Supplemental Salary Deferral Account and Matching
Contribution Account.


 


2.2                                 The term “Annual
Bonus” means the bonus payable to the Participant pursuant to the Company’s
annual bonus plan.


 


2.3                                 The term “Bonus
Deferral” shall have the meaning ascribed to it in Section 5.3 hereof.


 


2.4                                 The term “Bonus
Deferral Percentage” shall have the meaning ascribed to it in Section 3.3(e) hereof.


 


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2.5                                 The term “Business
Day” shall mean any day during which the New York Stock Exchange is open to
engage in stock transactions.


 


2.6                                 The term “Compensation”
shall have the same meaning as it has in the Savings Plan except that the
limitations imposed by Section 401(a)(17) of the Code shall not apply.


 


2.7                                 The term “Compensation
Committee” shall mean the committee duly constituted by the Board of Directors
of the Company having the powers described in Article IX hereof.


 


2.8                                 The term “Death
Beneficiary” shall mean the recipient of any proceeds under the Plan in
conjunction with the death of a Participant and shall be (i) the person or
persons designated by the Participant on a form provided by the Compensation
Committee, or (ii) in the absence of such a designation, the Participant’s
estate.


 


2.9                                 The term “Delegate”
shall have the meaning ascribed to it in Section 9.1 hereof.


 


2.10                           The term “Distribution
Date” shall mean the date referred to in Section 8.1 hereof.


 


2.11                           The term “Eligible
Employee” shall have the meaning ascribed to it in Section 3.1 hereof.


 


2.12                           The term “Entry
Date” shall mean the date referred to in Section 3.2 hereof.


 


2.13                           The term “Matching
Contribution” shall have the meaning ascribed to it in Section 5.2 hereof.


 


2.14                           The term “Matching
Contribution Account” shall mean the unfunded bookkeeping entry established for
each Participant in accordance with Section 4.1 hereof.


 


2.15                           The term “Matching
401(k) Contribution” refers to Matching 401(k) Contributions under the Savings
Plan.


 


2.16                           The term “Matching
Contribution Account” shall mean the unfunded bookkeeping entry established for
each Participant in accordance with Section 4.1 hereof.


 


2.17                           The term “Participant”
shall mean an Eligible Employee who satisfies the criteria set forth in Section 3.2
hereof.


 


2.18                           The term “Plan
Year” shall mean:


 


(a)                                  with respect to
the period beginning on July 1, 1998 and ending on December 31, 1998,
the period beginning on July 1, 1998 and ending on December 31, 1998,
and


 


(b)                                 with respect to
the period beginning on January 1, 1999 and continuing thereafter, the
calendar year.


 


2.19                           The term “Savings
Plan” refers to the Universal Compression, Inc. 401(k) Retirement and
Savings Plan.


 


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2.20                           The term “Selected
Date” shall mean the date selected in a Supplemental Salary Deferral Agreement
in accordance with Section 3.3(f) hereof.


 


2.21                           The term “Supplemental
Salary Deferral” shall have the meaning ascribed to it in Section 5.1
hereof.


 


2.22                           The term “Supplemental
Salary Deferral Account” shall mean the unfunded bookkeeping entry established
for each Participant in accordance with Section 4.1 hereof.


 


2.23                           The term “Supplemental
Salary Deferral Agreement” shall mean the agreement referred to in Section 3.3
hereof.


 


2.24                           The term “Supplemental
Salary Deferral Percentage” shall have the meaning ascribed to it in Section 3.3(b) hereof.


 


2.25                           The term “Termination
Date” shall mean the date the Participant terminates employment.


 


2.26                           The term “Valuation
Date” shall mean the close of each Business Day of each month of each Plan
Year.


 


ARTICLE III:  ELIGIBILITY AND PARTICIPATION


 


3.1                                 Eligibility.  Every participant
(as defined in the Savings Plan) in the Savings Plan who is an officer of the
Company or who is designated by the Compensation Committee as eligible to
participate in the Plan shall be eligible to participate in the Plan (an “Eligible
Employee”).


 


3.2                                 Participation.  Each
Eligible Employee shall become a Participant in the Plan as of his Entry Date.  A Participant’s Entry Date shall be the first
day of the Plan Year following the Participant’s execution and delivery to the
Compensation Committee of a Supplemental Salary Deferral Agreement.


 


3.3                                 Execution of Supplemental Salary Deferral Agreement.


 


(a)                                  Each Eligible
Employee, desiring to participate in the Plan shall execute a Supplemental
Salary Deferral Agreement prior to the beginning of the Plan Year to which the
agreement relates (except that, with respect to the first year an employee of
the Company becomes an Eligible Employee, he may execute a Supplemental Salary
Deferral Agreement not later than thirty (30) days after becoming an Eligible
Employee; in such case, the Supplemental Salary Deferral Agreement shall only
apply to Compensation for services performed subsequent to execution of such
agreement).


 


(b)                                 Each Eligible
Employee executing a Supplemental Salary Deferral Agreement shall elect in such
agreement to defer a percentage of his Compensation (the “Supplemental Salary
Deferral Percentage”) in a whole percentage amount of not less than two percent
(2%) and not more than twenty-five percent (25%) of such Compensation.


 


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(c)                                  Each Eligible
Employee executing a Supplemental Salary Deferral Agreement may elect, but
shall not be required to elect, to defer an additional amount of his
Compensation equal to the portion of such Participant’s deferral under the
Savings Plan that is returned to the Participant pursuant to Section 401(k)(8) of
the Code.


 


(d)                                 Each Eligible
Employee executing a Supplemental Salary Deferral Agreement may elect, but
shall not be required to elect, to defer an additional amount of his
Compensation equal to the portion of such Participant’s Matching 401(k)
Contribution that is distributed to or forfeited by such Participant as a
result of Sections 401(k)(8) or 401(m) of the Code.


 


(e)                                  Each Eligible
Employee executing a Supplemental Salary Deferral Agreement may elect, but
shall not be required to elect, to defer a percentage of his Annual Bonus (the “Bonus
Deferral Percentage”) in a percentage amount of twenty five percent (25%),
fifty percent (50%), seventy five percent (75%) or one hundred percent (100%)
of such Annual Bonus.


 


(f)                                    Each Eligible
Employee executing a Supplemental Salary Deferral Agreement may also elect, but
shall not be required to elect, to specify a date (the “Selected Date”) on or
beginning as of which the Participant shall be entitled to receive or to begin
receiving distributions from the Plan of amounts credited to the Participant’s
Account attributable to the amounts deferred pursuant to such Supplemental Salary
Deferral Agreement.  The Selected Date
shall be a Valuation Date that is no sooner than three years from the beginning
of the Plan Year to which such Supplemental Salary Deferral Agreement relates.  If a Participant does not elect to specify a
Selected Date in his Supplemental Salary Deferral Agreement, distributions from
the Plan with respect to such Participant shall be on or shall begin as of the
Participant’s Termination Date, in accordance with Article VIII hereof.


 


(g)                                 Each Eligible
Employee executing a Supplemental Salary Deferral Agreement may also elect, but
shall not be required to elect, to specify the manner in which such Participant
shall receive distributions of amounts credited to the Participant’s Account attributable
to the amounts deferred pursuant to such Supplemental Salary Deferral Agreement,
which election shall be either as a single lump-sum cash distribution or in
installments; provided, however, that such Participant shall receive a
distribution in the form of Universal Compression Holdings, Inc. common
stock with respect to post-August 31, 2002 Matching Contributions that are
deemed invested in such stock.


 


(h)                                 Once executed
and delivered to the Compensation Committee, the deferrals and elections set
forth in the Supplemental Salary Deferral Agreement are irrevocable for the
Plan Year to which they relate and cannot be changed or modified; provided,
however, that a Supplemental Salary Deferral Agreement shall be automatically
revoked as of any date on which its implementation would disqualify the Savings
Plan.


 


(i)                                     No Supplemental
Salary Deferrals shall occur after a Participant is no longer an Eligible
Employee.


 


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ARTICLE IV:  PARTICIPANT ACCOUNTS


 


4.1                                 Participant Accounts.  For each Participant who has executed a
Supplemental Salary Deferral Agreement, the Compensation Committee shall
establish and maintain a separate Supplemental Salary Deferral Account and Matching
Contribution Account.  A Participant’s
Supplemental Salary Deferral Account shall be credited with such amounts as may
be deferred pursuant to Sections 5.1 and/or 5.3 hereof, and earnings thereon.  A Participant’s Matching Contribution Account
shall be credited with such amounts as may be deferred pursuant to Section 5.2
hereof and earnings thereon.


 


4.2                                 No Interest in Specific Assets.  The Accounts shall be bookkeeping entries
only, and the Participant shall have no secured or vested interest in any
specified assets; provided, however, that the Company may establish a
non-qualified trust (the “Trust”) to provide a means of funding benefits due
under this Plan.  Any such Trust and any
assets in such Trust shall conform to such requirements of the Internal Revenue
Service that will (i) cause amounts contributed to the Trust not to constitute
a taxable event for Participants, (ii) not cause Participants to be in
constructive receipt of income or incur an economic benefit on account of the
adoption or maintenance of such Trust, (iii) cause amounts paid from the
Trust to be deductible by the Company in the year in which such amounts are
paid to Participants, with the Company being regarded as the owner of the funds
held in the Trust under Section 671 of the Code.


 


ARTICLE V:  DEFERRED COMPENSATION AMOUNTS


 


5.1                                 Supplemental Deferrals.


 


(a)                                  For each Plan
Year with respect to which a Supplemental Salary Deferral Agreement is in
effect, the Participant’s Compensation shall be reduced by the amount (the “Supplemental
Salary Deferral”) by which such Participant’s projected Compensation for the Plan
Year, when multiplied by the Supplemental Salary Deferral Percentage, exceeds
the limitation under Section 402(g) of the Code for such year.


 


(b)                                 For each Plan
Year with respect to which a Supplemental Salary Deferral Agreement in which an
election to defer additional amounts pursuant to Section 3.3(c) hereof
is in effect, the Participant’s Compensation shall also be reduced by the
amount specified in Section 3.3(c) hereof.


 


(c)                                  The amounts
deferred in accordance with Section 5.1(a) and (b) hereof shall be
credited to the Participant’s Supplemental Salary Deferral Account.


 


5.2                                 Matching Contributions.


 


(a)                                  For each dollar
of Supplemental Salary Deferral contributed under the Plan pursuant to Section 5.1(a) hereof,
the Company shall credit to the Participant’s Matching Contribution Account an
amount (the “Matching Contribution”) equal to the amount of Matching 401(k)
Contributions that would have been made under the Savings Plan if the
Supplemental Salary Deferral had been a deferral under the Savings Plan;
provided, however, that the


 


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Matching Contribution provided for in this Section 5.2 for the
Plan Year shall not exceed three percent (3%) of the Participant’s Compensation
for the Plan Year.


 


(b)                                 If a Matching
401(k) Contribution to the Savings Plan on behalf of a Participant is forfeited
pursuant to Sections 401(k)(8) or 401(m) of the Code, such amount shall be
credited to the Participant’s Matching Contribution Account to the extent such
Participant has so provided in his Supplemental Salary Deferral Agreement.  The Matching Contribution otherwise to be
credited pursuant to Section 5.2(a) of the Plan shall be reduced by
the amount credited to the Participant’s Matching Contribution Account pursuant
to this Section 5.2(b).


 


5.3                                 Bonus Deferrals.


 


(a)                                  For each Plan
Year with respect to which a Supplemental Salary Deferral Agreement in which
the Participant elected to defer amounts pursuant to Section 3.3(e) hereof
is in effect, the Participant’s Annual Bonus shall be reduced by the amount
(the “Bonus Deferral”) equal to such Participant’s Annual Bonus multiplied by
the Bonus Deferral Percentage in effect for such Plan Year.


 


(b)                                 The amounts
deferred in accordance with Section 5.3(a) hereof shall be credited
to the Participant’s Supplemental Salary Deferral Account.


 


ARTICLE VI:  DEEMED INVESTMENT OF ACCOUNTS


 


6.1                                 Deemed Investment of Accounts.


 


(a)                                  The
Compensation Committee shall provide to each Participant a list of investments
from which a Participant can choose an investment as a deemed investment for
such Participant’s Supplemental Salary Deferral Account.  A Participant’s Supplemental Salary Deferral
Account shall be deemed invested in the investments selected by such
Participant (provided that if no investment is selected the Supplemental Salary
Deferral Account shall be deemed invested in the money market option).  A participant shall have no right to compel
investment of any amounts credited to Participant’s Supplemental Salary
Deferral Account.


 


(b)                                 Amounts
credited to a Participant’s Matching Contribution Account prior to September 1,
2002, shall be deemed invested in the same investments, and in the same
proportions, as the investments selected by the Participant under Section 6.1(a) hereof.  Notwithstanding any other provisions herein
to the contrary, Matching Contributions credited to a Participant’s Matching
Contribution Account, which are based on such Participant’s Supplemental Salary
Deferral amounts attributable to Compensation earned on or after September 1,
2002, shall be deemed invested in the common stock, par value $0.01 per share,
of Universal Compression Holdings, Inc.


 


6.2                                 Changing Deemed Investments.  A Participant shall have the right to change
the deemed investment of his Account and the allocation of future Supplemental
Salary Deferrals and Bonus Deferrals (but not Matching Contributions
attributable to a Participant’s post-September 1, 2002 Supplemental Salary
Deferrals) among investments by notice to the Compensation Committee in such
form as required by the Compensation Committee.  Such


 


6

















 


changes in deemed investments and allocation shall be made as of the
Valuation Date next following the date upon which said change was made, or as
soon thereafter as may be administratively practicable.


 


6.3                                 Adjustment of Account Balances.  The amounts credited to a Participant’s Supplemental
Salary Deferral Account and Matching Contribution Account shall be adjusted as
of each Valuation Date to reflect increases or decreases in the value of the
deemed investments corresponding to such Accounts.  To the greatest extent practicable, the same
valuation and accounting methods shall be used as are used to recalculate the
Participant’s account balances under the Savings Plan.


 


ARTICLE VII:  VESTING


 


7.1                                 Vesting of Amounts Held in Supplemental Salary Deferral Account.  A Participant’s interest in his Supplemental
Salary Deferral Account shall be one hundred percent (100%) vested at all
times.


 


7.2                                 Vesting of Amounts Held in Matching Contribution Account.  A Participant’s interest in his Matching
Contribution Account shall vest at the same rate as his Matching 401(k)
Contribution under the Savings Plan.  If
a Participant terminates employment prior to becoming one hundred percent
(100%) vested in his Matching Contribution Account, the unvested portion shall
be forfeited and shall reduce the Company’s obligations under the Plan;
forfeitures are not added to the other Participants’ Accounts.


 


ARTICLE VIII:  DISTRIBUTIONS


 


8.1                                 Distributions to Participants.


 


(a)                                  A Participant
shall be entitled to a distribution from his Supplemental Salary Deferral
Account and Matching Contribution Account on a Distribution Date.  The term “Distribution Date” shall mean the
earlier of:  (i) the Termination
Date or as soon thereafter as administratively possible (but in no case more
than 60 days following the Termination Date), or (ii) the Selected Date or
as soon thereafter as administratively possible (but in no case more than 60
days following the Selected Date). 
Notwithstanding the foregoing, the Distribution Date shall be delayed
for a Participant, to the extent necessary for the Plan to comply with Section 409A
of the Code.


 


(b)                                 On a
Distribution Date that is determined with respect to the Participant’s Termination
Date, the Participant shall be entitled to payment of an amount equal to his
entire vested interest in his Accounts.  On
a Distribution Date that is the Participant’s Selected Date, the Participant
shall be entitled to payment of an amount equal to the portion of his vested
interest in his Account that relates to Supplemental Salary Deferrals made with
respect to the Supplemental Salary Deferral Agreement in which the Selected
Date was selected, and earnings thereon.


 


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(c)                                  For the purpose
of determining the amount to be distributed to a Participant under this Section 8.1,
a Participant’s Account balance shall be that as determined on the Distribution
Date.


 


(d)                                 Distributions
made under this Section 8.1 shall be in cash and in a single lump sum,
except that a Participant may elect pursuant to Section 3.3(g) hereof
in his Supplemental Salary Deferral Agreement to receive installment payments
in the case of distributions on a Termination Date resulting from retirement
from the Company; provided, however, that such Participant shall receive a
distribution in the form of Universal Compression Holdings, Inc. common
stock with respect to post-August 31, 2002 Matching Contributions that are
deemed invested in such stock.


 


8.2                                 Distributions to Death Beneficiaries.


 


(a)                                  If the Participant’s
employment terminates by reason of death, or if the Participant dies prior to
receipt of all the benefits provided under Section 8.1 hereof, a Participant’s
Death Beneficiary shall be entitled to a distribution of an amount equal to the
remaining vested interest of the Participant in such Participant’s Accounts as
of the date of Death.


 


(b)                                 For the purpose
of determining the amount to be distributed to a Death Beneficiary under this Section 8.2,
a Participant’s Account balance shall be that as determined on the Distribution
Date.


 


(c)                                  Distributions
made under this Section 8.2 shall be in cash and in a single lump sum paid
within sixty (60) days after the Participant’s death; provided, however, that
such Participant’s Death Beneficiary shall receive a distribution in the form
of Universal Compression Holdings, Inc. common stock with respect to post-August 31,
2002 Matching Contributions that are deemed invested in such stock.


 


8.3                                 Hardship Distributions.  A benefit is
payable under this Plan to a Participant prior to a Distribution Date only if
the Participant establishes to the satisfaction of the Compensation Committee
that the Participant has an unforeseeable emergency.  An unforeseeable emergency is a severe
financial hardship of the Participant resulting from a sudden and unexpected
illness or accident of the Participant or a dependent of the Participant, loss
of the Participant’s property due to uninsured casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant and which will constitute an unforeseeable
emergency under Section 409A of the Code and regulations issued thereunder.  The amount distributed in the case of an
unforeseeable emergency shall be limited to what is needed reasonably to
satisfy the emergency and is not available from other sources.  The amount of the hardship distribution
cannot exceed the balance credited to the Participant’s Supplemental Salary
Deferral Account and is charged against such Account.


 


8.4                                 Involuntary Distributions.


 


(a)                                  Notwithstanding
any provision of this Plan to the contrary, to the extent allowed by Section 409A
of the Code, the Compensation Committee may direct the trustee of any trust
established with respect to this Plan to distribute to any Participant (or
Death


 


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Beneficiary), in the form of an immediate single-sum payment, all or any
portion of the amount then credited to a Participant’s Accounts to the extent
that an adverse determination is made with respect to such Participant.  For purposes of this Section 8.4, the
term “adverse determination” shall mean a determination based upon Federal tax
or revenue law, a published or private ruling or similar announcement issued by
the Internal Revenue Service, a regulation issued by the Secretary of the
Treasury, a decision by a court of competent jurisdiction, a closing agreement
made under Section 7121 of the Code that is approved by the Internal
Revenue Service and that involves the Participant, or by counsel, that such
Participant (or Death Beneficiary) has or will recognize income for Federal
income tax purposes with respect to any amount that is or will be payable under
this Plan before it is otherwise to be paid hereunder.


 


(b)                                 Further,
notwithstanding any provision of this Plan to the contrary, to the extent
allowed by Section 409A of the Code, the Compensation Committee may direct
the trustee of any trust established with respect to this Plan to distribute to
any Participant (or Death Beneficiary), in the form of an immediate single-sum
payment, all or any portion of the amount then credited to a Participant’s
Account to the extent necessary based upon a change in ERISA, a published
advisory opinion or similar announcement issued by the Dependant of Labor, a
regulation issued by the Secretary of Labor, a decision by a court of competent
jurisdiction, an agreement between such Participant and the Department of Labor
or similar agency or an opinion of counsel, that such Participant is not a “management”
or a “highly compensated” employee or that the Plan is not an “unfunded” plan
within the meaning of ERISA.


 


8.5                                 Withholding.  All distributions
shall be subject to applicable state and federal withholding of taxes.


 


ARTICLE IX:  PLAN ADMINISTRATION


 


9.1                                 Administration by Committee.  The Plan shall be administered by the
Compensation Committee.  The Compensation
Committee’s powers and obligations shall be the same as those set forth in the
plan document for the Savings Plan, but modified to take into account that this
Plan is an unfunded plan for highly compensated employees.  The Compensation Committee shall have full
power and authority to interpret, construe and administer this Plan, and its
interpretations and constructions hereof and actions hereunder, including the
timing, form, amount or recipient of any payment to be made hereunder, within
the scope of its authority, shall be binding and conclusive on all persons for
all purposes.  The Compensation Committee
shall also have the power to delegate to a person or persons (the “Delegate”)
the power to review and rule upon initial claims for benefits, as described
in Section 10.2 hereof.


 


9.2                                 Limitation on Liability.  No member of the Compensation Committee nor
any Delegate shall be liable to any person for any action taken or omitted to
be taken in connection with the interpretation and administration of this Plan,
unless attributable to his own willful misconduct or lack of good faith.


 


9.3                                 Indemnification.  The
Company shall indemnify and hold harmless each member of the Compensation
Committee and any Delegate as provided in the Savings Plan.


 


9

















 


9.4                                 Limitation on Action.  No member of the Compensation Committee nor
any Delegate shall participate in any action or determination regarding his own
benefits hereunder.


 


9.5                                 Interpretation.  Since
the Plan (other than the Bonus Deferral) is intended to supplement the Savings
Plan, any ambiguities or gaps in this Plan shall be resolved by reference to
the Savings Plan document, as amended, but only if consistent with the purposes
set forth in Article I hereof.


 


ARTICLE X:  CLAIMS PROCEDURES


 


10.1                           Payment Without the Need for Demand.  Benefits upon termination of employment shall
ordinarily be paid to a Participant without the need for demand, and to a Death
Beneficiary upon receipt of the Death Beneficiary’s address and Social Security
number.


 


10.2                           Filing a Claim for Benefits.  Notwithstanding the provisions of Section 10.1
hereof, a Participant, or any person claiming to be a Death Beneficiary, who
claims entitlement to a benefit under the terms of this Plan may file a claim
for benefits with the Compensation Committee or its Delegate.  If the claim is for a benefit resulting from
a termination, of employment or death, the Compensation Committee or its
Delegate shall accept or reject the claim within thirty (30) days of its
receipt.


 


10.3                           Form of Denial of a Claim for Benefits.  If a claim is denied, the Compensation
Committee or its Delegate shall give the reason for denial in a written notice
calculated to be understood by the claimant, referring to the plan provisions
that form the basis of the denial.  If
any additional information or material is necessary to perfect the claim, the
Compensation Committee or its Delegate will identify these items and explain
why such additional material is necessary. 
If the Compensation Committee or its Delegate neither accepts nor
rejects the claim within thirty (30) days, the claim shall be deemed to be
denied.  If a claim is denied, all
subsequent reasonable attorney’s fees and costs of a successful claimant,
including the filing of the appeal with the Compensation Committee as described
in Section 10.4 hereof, and any subsequent litigation, shall be paid by
the Company unless the failure of the Company to pay is caused by reasons
beyond its control, such as insolvency or bankruptcy.


 


10.4                           Appealing an Adverse Benefits Claim Decision.  Upon the denial of claim, the claimant may
file a written appeal of the denied claim to the Compensation Committee within
sixty (60) days of the denial.  The
claimant shall have the opportunity to be represented by counsel and to be
heard at a hearing.  The Compensation
Committee must set a date for such a hearing within thirty (30) days after
receipt of the appeal.  In no event shall
the date of the hearing be set later than sixty (60) days after receipt of the
notice.  The claimant shall have the
opportunity to review pertinent documents and the opportunity to submit issues
and argue against the denial in writing.


 


10.5                           Form of Denial of a Claim for Benefits on Appeal.  The decision upon the appeal must be made no
later than the later of: (a) sixty (60) days after receipt of the request
for review, or (b) thirty (30) days after the hearing.  If the appeal is denied after the appeal
provided for in Section 10.4 hereof, the denial shall be in writing.  The Compensation Committee shall


 


10

















 


give the reason for such denial in a written notice calculated to be
understood by the claimant, referring to the plan provisions that form the
basis of the denial.


 


ARTICLE XI:  AMENDMENT AND TERMINATION


 


11.1                           Amendment.  The
provisions of this Plan may be amended by the Board of Directors of the Company
from time to time and at any time in whole or in part, even if such amendment
results in the termination or modification of any Supplemental Salary Deferral
Agreement, provided that no amendment shall operate to deprive any Participant
or Death Beneficiary of any vested rights in such Participant’s Accounts
accrued to them under the Plan and Trust prior to such amendment.


 


11.2                           Termination.  While it is
the Company’s intention to continue the Plan in operation indefinitely, the
Company nevertheless expressly reserves the right to terminate the Plan in
whole or in part.  Upon a termination,
all amounts credited to a Participant’s Matching Contribution Account shall be
one hundred percent (100%) vested, and amounts equal to the full balance in
each Participant’s Supplemental Salary Deferral Account and Matching
Contribution Account shall be distributed (and taxable) to the Participant (or
his Death Beneficiary), and the Company shall have no further obligations under
the Plan.


 


ARTICLE XII:  NATURE OF AGREEMENT


 


12.1                           Mere Promise to Pay.  This Plan constitutes a mere promise to make
payments in the future.  By participating
in this Plan, Participants and their Death Beneficiaries have only an unsecured
right to receive benefits from the Company as a general creditor of the Company.  The adoption of this Plan and any setting
aside of amounts by the Company with which to discharge its obligations
hereunder shall not be deemed to create a trust for the benefit of Participants
or their Death Beneficiaries; legal and equitable title to any funds so set
aside shall remain in the Company, and any recipient of benefits hereunder
shall have no security or other interest in such funds.  Any and all funds so set aside shall remain
subject to the claims of the general creditors of the Company, present and
future, and no payment shall be made under this Plan unless the Company is then
solvent.  This provision shall not require
the Company to set aside any funds, but the Company may set aside such funds if
it chooses to do so.


 


12.2                           No Right to Continued Employment.  Nothing contained herein shall be construed
as conferring upon any Participant the right to continue in the employ of the
Company or any subsidiary of the Company in any capacity.


 


ARTICLE XIII:  RESTRICTIONS ON ASSIGNMENT


 


13.1                           Spendthrift Provisions.  The interest of a Participant or his Death
Beneficiary may not be sold, transferred, assigned, pledged, encumbered or made
subject to any charge in any manner, either voluntarily or involuntarily, and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge the same shall be null and void; neither shall the benefits hereunder
be liable for or subject to the debts, contracts, liabilities, engagement or
torts of any person to whom such benefits or funds are payable, nor shall they
be subject to


 


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garnishment, attachment or other legal or equitable process nor shall
they be an asset in bankruptcy, except that no amount shall be payable
hereunder until and unless any and all amounts representing debts or other
obligations owed to the Company or any affiliate of the Company by the Employee
with respect to whom such amount would otherwise be payable shall have been
fully paid and satisfied.  The interest
of any Participant or Death Beneficiary shall be held subject to the maximum
restraint on alienation permitted or required by applicable laws of the State
of Texas.


 


ARTICLE XIV:  MISCELLANEOUS


 


14.1                           Recovery of Payments Made By Mistake.  Notwithstanding anything to the contrary, a
Participant or other person receiving amounts from the Plan is entitled only to
those benefits provided by the Plan and promptly shall return any payment, or
portion thereof, made by mistake of fact or law.  The Compensation Committee may offset the
future benefits of any recipient who refuses to return an erroneous payment, in
addition to pursuing any other remedies provided by law.


 


14.2                           Governing Law.  The Plan and
Trust shall be construed, administrated and applied under the laws of the State
of Texas.  It is the Company’s intent
that the Plan shall be exempt from ERISA’s provisions, to the maximum extent
permitted by law.  The Plan is intended
to be unfunded for federal income tax purposes and for purposes of Title I of
ERISA and intended to provide deferred compensation only for a select group of
management or highly compensated employees and shall be exempt from Parts 2, 3
and 4 of ERISA, pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.


 


14.3                           Effective Date.  The
Plan shall be effective as of July 1, 1998.  The effective date of this restatement of the
Plan shall be January 1, 2005.


 


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