exv4w3



 






Exhibit 4.3




SIEMENS SAVINGS PLAN




FOR UNION EMPLOYEES




(As Amended and Restated Effective as of January 1, 2001)





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Article I  — Purpose
	 	 	1	 
	 
	 	 	 	 
	Article II  — Definitions
	 	 	3	 
	 
	 	 	 	 
	Article III  — Eligibility and Membership
	 	 	11	 
	 
	 	 	 	 
	Article IV  — Tax-Deferred Member Contributions
and After-Tax Contributions
	 	 	12	 
	 
	 	 	 	 
	Article V — Employer Contributions
	 	 	19	 
	 
	 	 	 	 
	Article VI- Members’ Accounts
	 	 	22	 
	 
	 	 	 	 
	Article VII  — Investment Funds
	 	 	25	 
	 
	 	 	 	 
	Article VIII  — Distributions from Fund
	 	 	28	 
	 
	 	 	 	 
	Article IX  — Vesting
	 	 	28	 
	 
	 	 	 	 
	Article X — Withdrawals
	 	 	30	 
	 
	 	 	 	 
	Article XI  — Distributions
	 	 	32	 
	 
	 	 	 	 
	Article XII  — Loans
	 	 	43	 
	 
	 	 	 	 
	Article XIII  — Application of Forfeitures
	 	 	46	 
	 
	 	 	 	 
	Article XIV  — Funding
	 	 	46	 
	 
	 	 	 	 
	Article XV  — Administration
	 	 	46	 
	 
	 	 	 	 
	Article XVI  — Approval by the Internal Revenue
Service
	 	 	52	 
	 
	 	 	 	 
	Article XVII  — General Provisions
	 	 	52	 
	 
	 	 	 	 
	Article XVIII  — Amendment and Termination
	 	 	56	 






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Appendices




	 	 	 
	Appendix A-

	 	Participation Of The Union Locations Of Siemens Energy &
Automation Inc. At Bellefontaine, Ohio, Urbana, Ohio and
Grand Prairie, Texas
	 
	 	 
	Appendix B-

	 	Participation Of The Union Location Of Siemens Energy &
Automation, Inc. at Portland, Oregon
	 
	 	 
	Appendix C-

	 	Special Provisions For Union Employees Of Westinghouse
Electric Corporation Who Were Participants Of Westinghouse
Savings Program
	 
	 	 
	Appendix D-

	 	Special Provisions For Union Employees Of Siemens Energy &
Automation At Its Pomona, Norwood, and Little Rock Locations
	 
	 	 
	Appendix E-

	 	Special Provisions For Union Employees Employed At the
Jackson, Mississippi Facility of Siemens Power Transmission &
Distribution LLC
	 
	 	 
	Appendix F-

	 	Special Provisions For Union Employees Of Siemens Energy &
Automation Inc. Employed At Its Duluth, Georgia and Tucker,
Georgia Facilities
	 
	 	 
	Appendix G-

	 	Let’s Share Program
	 
	 	 
	Appendix H-

	 	Participation of the Union Location at Siemens Energy &
Automation, Inc. at La Mirada, California
	 
	 	 
	Appendix I -

	 	Special Provisions For Hourly Employees of
Siemens Automotive Inc. Employed in Lima, Ohio






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SIEMENS SAVINGS PLAN FOR UNION EMPLOYEES




(Effective January 29, 1993)

(As amended and Restated Effective as of January 1, 2001




ARTICLE I




PURPOSE




          1.1 The purpose of the Siemens Savings Plan for Union Employees is to encourage and assist
eligible employees to save part of their income on a regular basis through payroll deductions and
salary reduction, supplemented by contributions by the participating employers.




               The terms and conditions of the Plan as amended and restated herein shall apply only to
Members who are employed by one of the Employing Companies on or after January 1, 2001, except as
specifically provided otherwise herein. The rights of an individual to retirement or death
benefits under this Plan, if such individual retired, died or terminated employment prior to
January 1, 2001, shall be determined in accordance with the terms and conditions of the Plan in
effect at the time of such retirement, death or termination of employment. Notwithstanding the
January 1, 2001 effective date of the restatement of this Plan, any change required by federal law
with respect to this Plan, and any plan that is merged into this Plan, including, without
limitation, amendments to the Internal Revenue Code and the Act and regulations or rules issued
pursuant thereto, shall be effective on the latest date on which such change may become effective
and comply with such laws, and each such plan shall be deemed to be amended accordingly.



               The unions whose Members are covered under this Plan are as of January 1, 2001 as follows:



OSRAM Sylvania





International Brotherhood of Electrical Workers Local No. 773, Bethehem,Pennsylvania




International Brotherhood of Electrical Workers Local No. 1710, Ontario, California




International Brotherhood of Electrical Workers Local No. 59, Carrolton, Texas




International Brotherhood of Electrical Workers Local No. 58, Detroit, Michigan



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International Brotherhood of Electrical Workers Local No. 1499, Danvers, Massachusetts




United Auto Workers Local 1608, Winchester, Kentucky




Teamsters Local 528, Atlanta, Georgia




AFGA Local 1007, Central Falls, Rhode Island




AFGW Local 1001, Wellsboro, Pennsylvania




IAM Local 993, Warren, Pennsylvania




IBOT Local 363, Elmsford, New York


Note:
   Closed locations which used to participate:
Teamster Local 42, Danvers, Massachusetts
UE Local 222, Salem, Massachusetts


SIEMENS AUTOMOTIVE INC.





International Union, United Automotive, Aerospace and Agricultural Implement Workers of
America and Local 2425



SIEMENS ENERGY & AUTOMATION





International Union of Electronics, Electrical, Salaried, Machine and Furniture Workers –
IUE-CWA Local 765 – Norwood, Ohio




International Union of Electronics, Electrical, Salaried, Machine and Furniture Workers –
IUE-CWA Local 1113 – Little Rock, Arkansas



International Brotherhood of Electrical Workers Local No. 1691 – Bellefontaine, Ohio




International Brotherhood of Electrical Workers Local No. 1740 – Urbana, Ohio




International Brotherhood of Electrical Workers Local No. 2127 – Tucker, Georgia




International Brotherhood of Electrical Workers AFL-CIO Local 2127 – Duluth, Georgia




International Brotherhood of Electrical Workers AFL-CIO Local 1710 – La Mirada, California



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International Brotherhood of Electrical Workers Local 20 – Dallas, Texas




International Brotherhood of Electrical Workers Local 48 – Portland, Oregon




International Brotherhood of Electrical Workers Local 1710 – Pomona, California



SIEMENS POWER TRANSMISSION AND DISTRIBUTION, INC.





International Union, United Automobile, Aerospace, and Agricultural Implement Workers of
America, AFL-CIO Local 1956 – Jackson, Mississippi



SIEMENS WESTINGHOUSE POWER CORPORATION





International Brotherhood of Electronic, Electrical, Salaried, Machine and Furniture
Workers, Local No. 601




Federation of Independent Salaried Unions and its Affiliates




International Brotherhood of Electrical Workers, Local 716



SIEMENS WESTINGHOUSE TECHNICAL SERVICES





Federation of Independent Salaried Unions (FISU) and its affiliates



 
3 affiliates – Oakdale, PA; Detroit, MI; Kenilworth, NJ


International Brotherhood of Electrical Workers and its Local Unions.




2 locals – Local 124 in Kansas City, MO and Local 1430 in Kenilworth, NJ


ARTICLE II




DEFINITIONS




          2.1 Whenever used in the Plan, the following terms shall have the respective meanings set
forth below, unless otherwise expressly provided herein, and when the defined meaning is intended
the term is capitalized:




          (a) “Act” means the Employee Retirement Income Security Act of 1974, as amended.




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          (b) “Affiliated Company” means Siemens AG (hereinafter called “Siemens”), and any company,
whether or not incorporated in the United States, (i) which is a member of a controlled group of
corporations (as defined in Section 414(b) of the Internal Revenue Code) which group includes any
Employer, (ii) which is under common control (within the meaning of Section 414(c) of the Internal
Revenue Code) with any Employer, (iii) which is a member of an affiliated service group (as defined
in Section 414(m) of the Internal Revenue Code) which group includes any Employer, (iv) which is
otherwise required to be aggregated with any Employer pursuant to Section 414(o) of the Internal
Revenue Code, or (v) in which Siemens either directly or indirectly has ownership of at least 25%
of the equity interest.




          (c) A Member’s “Basic After-Tax Contribution Account,” “Basic Tax-Deferred Contribution
Account,” “Employer Contribution Account,” “Supplemental After-Tax Contribution Account,”
“Supple-mental Tax-Deferred Contribution Account”, “Rollover Contribution Account” and his “GSOP
Account” mean, respectively, the applicable accounts established and maintained for him as provided
in Section 6.1. A Member’s “Accounts” means the applicable accounts maintained for him.




          (d) “Beneficiary” means the person or persons designated by the Member or otherwise determined
in accordance with Section 17.8.




          (e) “Board of Directors” means the Board of Directors of the Company.




          (f) “Committees” means the Administrative Committee and the Investment Committee appointed by
the Board of Directors to manage and administer the Plan as provided for in Article XV.




          (g) “Company” means Siemens Corporation, a Delaware corporation.




          (h) “Compensation” means the regular base compensation including sales commissions, sales
bonuses, production incentive payments and lump sum wage increases received by a Member from an
Employer, exclusive of other commissions, management incentives, other incentive payments, awards,
profit-sharing, stock received pursuant to employee stock option plans or other stock purchase
plans, bonuses, overtime, shift or other premiums, supplemental vacation benefits, moving expense
reimbursements, or any other fees or allowances paid to an Employee during the Plan year. Any
amount that would qualify as Compensation in the absence of an election to reduce Compensation
pursuant to Section 4.2, any Compensation reductions made pursuant to a plan qualifying under
Section 125 of




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the Internal Revenue Code (but not including Flex Credits, under any Flexible Benefits Program),
and any Compensation reductions for qualified transportation benefits under Section 132(f)(4) of
the Internal Revenue Code shall be treated as Compensation for purposes of the Plan. Compensation
shall exclude contributions (other than contributions under Section 4.2) to and payments from any
plan of deferred compensation (including, but not limited to, defined benefit plans sponsored by
the Company or another Employer, and if applicable, the Siemens Pension Preservation Plan, the
Siemens Deferred Savings Plan, the Siemens Corporation Deferred Compensation Plan and any deferred
compensation plan of OSRAM), premiums paid for group insurance coverages, welfare benefits, car and
expense allowances and similar payments, and severance payments and accrued but unused vacation
pay. In addition to the other applicable limitations set forth in the Plan, and notwithstanding any
other provision of the Plan to the contrary, for Plan Years beginning on or after January 1, 2001,
the Compensation of each Member taken into account under the Plan for any Plan Year shall not
exceed $170,000 or such other amount set forth in Section 401(a)(17) of the Internal Revenue Code,
as adjusted by the Commissioner of the Internal Revenue Service for increases in the cost-of-living
in accordance with Section 401(a)(17) of the Internal Revenue Code. The cost of living adjustment
in effect for a calendar year applies to any period, not exceeding 12 months, over which
compensation is determined (determination period) beginning in such calendar year.




          If a determination period consists of fewer than 12 months, the annual Compensation limit set
forth in the preceding paragraphs is an amount equal to the otherwise applicable annual
Compensation limit multiplied by a fraction, the numerator of which is the number of months in the
short determination period and the denominator of which is 12.




          The family aggregation rules that were in effect pursuant to Section 414(q)(6) of the Internal
Revenue Code for Plan Years beginning prior to January 1, 1997 ceased to apply to this Plan (and to
plans merged into this Plan) for Plan Years beginning on or after January 1, 1997.




          (i) “Continuous Employment” is the period of service with an Employer or an Affiliated Company
at the time such service is performed, from the Employee’s original date of hire to his date of
termination (by reason of quit, retirement or discharge), including periods of layoff, leave of
absence or other temporary breaks in service (including periods of severance) not in excess of 12
complete months.




          For purposes of determining the Continuous Employment of an Employee who, immediately prior to
January 29, 1993, was an





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employee of GTE Corporation or any of its controlled group members and who became an employee of
OSRAM SYLVANIA INC. in connection with a certain stock purchase agreement dated August 6, 1992
between GTE Corporation, Siemens Corporation, and certain related companies (an “0SI Employee”),
service by such OSI Employee prior to January 29, 1993 with GTE Corporation or with any business
entity that was a member of its controlled group (within the meaning of Section 414(b) and (c) of
the Internal Revenue Code) shall be treated as service with an Employer.




          For the purpose of determining the Continuous Employment of an individual who becomes an
employee of an Employer in connection with the acquisition of some or all of the assets of any
business entity, service by the individual prior to such acquisition with such business entity or
with any member of a controlled group of corporations of which such business entity was a member at
the time such service was performed shall be treated as service with such Employer if and to the
extent determined by the Board of Directors.




          In calculating an Employee’s period of Continuous Employment, all periods of Continuous
Employment determined under the foregoing rules (whether or not consecutive) shall be aggregated;
except that Continuous Employment prior to an Employee’s quit, retirement or discharge shall not be
aggregated and shall not be taken into account in the case of a re-employed individual unless and
until he returns to the employ of an Employer or an Affiliated Company and completes one Hour of
Service.




          In calculating an Employee’s period of Continuous Employment, all periods of Continuous
Employment determined under the foregoing rules (whether or not consecutive) shall be aggregated;
except that Continuous Employment prior to an Employee’s quit, retirement or discharge shall not be
aggregated and shall not be taken into account in the case of a re-employed individual if both of
the following conditions are met:





     (1) the Employee did not have a vested right to any benefits under the Plan
derived from Employer contributions at the time of such quit, retirement or
discharge; and




     (2) the period between such quit, retirement or discharge, and the date of
reemployment equals or exceeds the greater of (A) 60 months or (B) the period of
Continuous Employment before such quit, retirement or discharge.



          (j) “Contributions” means




6









 









     (1) “After-Tax Contributions,” i.e., an Employee’s Basic After-Tax
Contributions, Supplemental After Tax Contributions and, prior to January 1, 1995,
Carry-Forward After-Tax Contributions to the Plan as provided in Article IV;




     (2) “Employer Contributions,” i.e., an Employer’s Contributions to the Plan as
provided in Article V;




     (3) “Tax-Deferred Contributions,” i.e., the contributions to the Plan made by an
Employer on behalf of a Member in connection with a Member’s election to reduce his
Compensation pursuant to Section 4.2; and




     (4) “Rollover Contribution,” i.e., an Employee’s Qualified Plan Rollover
Contribution or Qualified Plan Transfer Contribution to the Plan in accordance with
Section 4.10.



          (k) “Disability” means the total disability of a Member as determined by the Administrative
Committee on the basis of proper medical evidence whereby the Member is completely unable to engage
in any and every duty pertaining to any occupation or employment for wage or profit for which he is
reasonably qualified by training, education, or experience, and such total disability can be
expected to result in death or to be of long-continued and indefinite duration, excluding, however,





     (i) disability suffered or incurred while the Member was engaged in, or
resulting from his having engaged in, a criminal enterprise;




     (ii) disability resulting from habitual drunkenness or addiction to narcotics;
or




     (iii) disability resulting from self-inflicted injury.


The date on which a disability is sustained shall be (i) in the case of disability due to bodily
injury, the date on which such injury occurred and (ii) in the case of disability due to disease
the date certified by a physician chosen by the Administrative Committee as the date on which such
disability commenced. Disability shall not be deemed to exist if the Member refuses to submit to
a physical examination to be made by a physician chosen by the Administrative Committee for the
purpose of determining the existence thereof.




          (l) “Effective Date” means January 29, 1993.




          (m) “Employee” means each person who is employed by an





7









 







Employer other than a person who is neither a citizen nor a resident of the United States and who
receives no earned income from the Employer which constitutes income from sources within the United
States and who is included in a unit of employees covered by a collective bargaining agreement
between the Company or one or more Employers and a collective bargaining agent, provided such
agreement provides for participation in this Plan. Notwithstanding the foregoing, any person who is
classified by the Employer as a leased employee or independent contractor shall not be an Employee
for any purposes of this Plan, even if such person is subsequently determined to be a common law
employee by a local, state or federal court or governmental entity or agency thereof. However,
solely for purposes of determining eligibility for membership under Article III and vesting under
Article IX, any person (i) who was formerly classified as a leased employee or independent
contractor, (ii) who is determined by the Employer to have performed any services as a common law
employee of the Employer or as a leased employee as defined in section 414(n) of the Internal
Revenue Code during such period of classification and (iii) who then becomes an Employee, shall be
treated as an Employee during his or her prior period of employment as a common law employee of the
Employer or as a leased employee as defined in Section 414(n) of the Internal Revenue Code.




          (n) “Employer” means Siemens Corporation and any Affiliated Company, provided that Siemens
Corporation acting by its board of directors shall approve the participation in the Plan of such
Affiliated Company and provided the board of directors of such Affiliated Company shall elect to
participate in the Plan.




          (o) “Enrollment Date” means a day that is administratively feasible to enroll in the Plan as
permitted by the Administrative Committee (which shall be no less frequently than once per month).




          (p) “Fund” shall mean the assets of the Plan held by the Trustee or Trustees or the Insurance
Company contracts or policies constituting the Fund. Any such contracts or policies shall provide
either as a part of the contract or policy or by a definite written arrangement between the Company
and the Insurance Company that any dividends or retroactive rate reductions or other refunds of
premiums shall be applied within the current or next succeeding taxable year toward the purchase of
retirement annuities under the Insurance Company contract by way of reduction of future Employer
contributions to the Plan or by way of increase in benefits. Such provisions shall not, however,
prevent the return to an Employer of a contribution made by mistake of fact if such return is made
within one year after payment of the contribution or return to an Employer of a contribution (each
of which shall be conditioned upon deductibility of the contribution under Section 404 of the
Internal Revenue Code) to the extent such deduction is disallowed if such






8









 







return is made within one year after the disallowance of the deduction or the return of Plan
assets as defined in Article XVI in the event of denial of initial qualification of the Plan. Such
contracts or policies shall further provide that the annuities and all interest of Members and
beneficiaries thereunder shall be nontransferable. Such contracts or policies shall be issued to
an Employer as holder.




          (q) “Funding Agreement” shall mean the instrument or instruments executed between the Company
and the Insurance Company or Trustee or Trustees named therein which provide for the receiving,
holding, investing, and disposing of the Fund.




          (r) “Highly Compensated Employee” shall mean, for any Plan Year on or after January 1, 1997,
an Employee who performs any services during such Plan Year and either




               (i) is a five-percent (5%) owner of the Employer or an Affiliated Company (within the meaning
of Section 416(i)(1)(iii) of the Internal Revenue Code) at any time during such Plan Year or the
preceding Plan Year, or



               (ii) received compensation in excess of $80,000 (as may be adjusted for cost-of-living
increases pursuant to Section 415(d) of the Internal Revenue Code) during the preceding Plan Year,
and if the Administrative Committee so elects, was in the “top-paid group” for such year within the
meaning of Section 414(q)(3) of the Internal Revenue Code.



               Compensation for purposes of this Section (r) shall be compensation as defined in Section
414(q) of the Internal Revenue Code.



          (s) “Hour of Service” means:




               (i) Each hour for which a person is paid or entitled to payment by an Employer or Affiliated
Company for the performance of duties.



               (ii) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or
agreed to by an Employer or Affiliated Company, with no duplication of credit for hours.



               (iii) Each hour, in addition to the hours in subparagraph (i) above, for which the person is
directly or indirectly paid or entitled to payment by an Employer or Affiliated Company on account
of a period of time during which no duties are performed due to vacation, holiday, illness,
disability, lay-off, jury duty, military duty or leave of absence. No more than 501 hours shall be
credited under this subparagraph (iii) on account of any



9









 




single continuous period during which he performs no duties.





     (iv) Hours of Service shall be calculated and credited in accordance with the
rules of Department of Labor Regulations Section 2530.200b-2.



          (t) “Insurance Company” means an insurance company which is qualified to manage, acquire or
dispose of assets of the Fund under the laws of more than one State; is qualified to do business in
the State of New York; and has issued a contract or policy for the purpose of funding the Plan.




          (u) “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.




          (v) “Maternity or Paternity Absence” shall be an absence not in excess of 24 months





	 	(i)	 	by reason of the pregnancy of the Member,
	 
	 	(ii)	 	by reason of the birth of a child of the Member,
	 
	 	(iii)	 	by reason of the placement of a child with
the Member in connection with the adoption of such child by such
Member, or
	 
	 	(iv)	 	for purposes of caring for such child for a period
beginning immediately following such birth or placement.





          In no case shall a period of absence be treated as a “Maternity or Paternity Absence” unless
the Member furnishes to the Administrative Committee such timely information as the Committee may
reasonably require to establish that the absence is for one of the reasons specified above.




          (w) “Member” means an Employee who is eligible to become a Member of the Plan in accordance
with Article III and has elected to participate in the Plan.




          (x) “Normal Retirement Age” means the later of age 65 or the fifth anniversary of Continuous
Employment.




          (y) “Plan” means the Siemens Savings Plan for Union Employees as set forth herein and as it
may be amended from time to time.




          (z) “Plan Year” means January 29, 1993 through September 30, 1993 and thereafter the 12-month
period commencing October 1 and






10









 







ending September 30. Effective January 1, 1996, Plan Year means the twelve-month period commencing
on the first day of January and ending on the last day of December. Accordingly, there was a short
Plan Year for the period commencing October 1, 1995 and ending on December 31, 1995. With respect
to such short Plan Year, appropriate adjustments were made in dollar amounts and other provisions
as required by law to the extent necessary to reflect such shorter period.




          (aa) “Retirement” of a Member shall mean the termination of a Member’s Employment on or after
the date on which he has attained age fifty-five (55), provided he has completed five or more years
of Continuous Employment.




          (bb) “Spouse” means the person to whom a Member is lawfully married as of the earlier of such
Member’s death or benefit commencement date, or to whom a Member is lawfully married at the time of
a withdrawal by, a distribution to, or loan to such Member pursuant to Articles X, XI and XII
hereof.




          (cc) “Trustee” means the Trustee or Trustees at any time acting under the trust agreement or
agreements.




          2.2 Gender and Number. Except when otherwise indicated by the context, any masculine
terminology herein shall also include the feminine, and the definition of any term herein in the
singular shall also include the plural.




ARTICLE III




ELIGIBILITY AND MEMBERSHIP




          3.1 Each Employee who was a Member of the Plan on December 31, 2000 and who is employed by an
Employer on January 1, 2001, will continue to be a Member as of such date. Each other Employee will
be eligible to become a Member of the Plan as of an Enrollment Date coincident with or next
succeeding the date on which such Employee’s Continuous Employment commenced if he then is employed
by an Employer. Also, if an individual who is an Employer and who is eligible to be a Member in the
Siemens Savings Plan or the Siemens Savings Plan for Hourly Employees is transferred directly from
an employment position with an Employer rated as salaried or non-union hourly to an employment
position rated as union and, as such, such individual is otherwise eligible to participate in the
Plan, such individual shall be eligible to become a Member of this Plan as of an Enrollment Date
coincident with or next succeeding the date of such transfer and the amounts in such individual’s
accounts in those plans shall be transferred to this Plan. Amounts so transferred shall




11









 







retain their characterization as contributions pursuant to a qualified cash or deferred
arrangement described in Section 401(k) of the Internal Revenue Code, matched and unmatched,
tax-deferred and after-tax employee contributions, rollover contributions and earnings thereon, and
shall be credited accordingly to the applicable Employee’s Basic or Supplemental Tax-Deferred
Contribution Account, Basic or Supplemental After-Tax Contribution Account, Employee Contribution
Account and Rollover Contribution Account.




          3.2 Subject to the provisions of Section 4.11, membership of any Employee in the Plan shall
be entirely voluntary.




          3.3 Subject to Section 3.1, an Employee may elect to participate in the Plan as of any
Enrollment Date. Such election shall include payroll deduction authorization and/or any election
to reduce Compensation and a contribution rate on forms prescribed by the Administrative Committee.




          3.4 If an Employee ceases to be a Member by reason of the termination of his employment
with the Employers and he is later re-employed as an Employee, he shall again be eligible to
become a Member as of the date on which his employment as an Employee resumes.




ARTICLE IV




TAX-DEFERRED MEMBER CONTRIBUTIONS AND AFTER-TAX CONTRIBUTIONS




          4.1 Each Member, for as long as he continues active participation in the Plan, shall for
each payroll period either make After-Tax Contributions to the Plan from his Compensation by
payroll deduction pursuant to Section 4.3 and/or have the Employer make Tax-Deferred
Contributions on his behalf pursuant to Section 4.2 in lieu of Compensation otherwise paid to
him currently.




          4.2 Each Member may elect that his Compensation be reduced and that his Employer
contribute a Tax-Deferred Contribution to the Plan in the same amount on his behalf, subject to
the following:





     (a) Tax-Deferred Contributions of from l% to 16% (18% effective October 1, 2001),
in 1% increments, of Compensation may be elected by any Member; provided, however, that
the minimum rate of Tax-Deferred Contributions shall be 2% rather than 1% unless the
Member elects to make After-Tax Contributions of at least 1% of Compensation and
provided further that such contributions shall be subject to the



12









 






provisions of sub-section 4.2(b. The first 6% of Tax-Deferred Contributions per
pay period elected by a Member are sometimes referred to herein as “Basic Tax-Deferred
Contributions”; the balance of such Member’s Tax-Deferred Contributions are sometimes
referred to herein as “Supplemental Tax-Deferred Contributions.”




     (b) (1) The Administrative Committee shall determine from time to time, as it deems
desirable, the criteria for determining the maximum permissible Tax-Deferred
Contribution rate for Employees who are Highly Compensated Employees which the
Administrative Committee believes is likely to cause the Plan to satisfy the Actual
Deferral Percentage Test described below. The Administrative Committee’s determinations
pursuant to this Section 4.2 shall be final and shall not be subject to question by the
Trustee, the Insurance Company or any Member or group of Members.




          (2) The Actual Deferral Percentage Test requires that, for any Plan Year, the
Actual Deferral Percentage for the eligible Employees who are Highly Compensated
Employees shall not exceed the greater of (i) or (ii) as follows:




	 	(i)	 	The Actual Deferral Percentage for the
eligible Employees other than Highly Compensated Employees, times
1.25, or
	 
	 	(ii)    The Actual Deferral Percentage for the
eligible Employees other than Highly Compensated Employees, times
2.0; provided, however, that the Actual Deferral Percentage for
Highly Compensated Employees may not exceed the Actual Deferral
Percentage for the eligible Employees other than Highly
Compensated Employees by more than two percentage points.




The Actual Deferral Percentage for either specified group of eligible Employees for a Plan Year
shall be the average of the ratios (calculated separately for each eligible Employee in such
group) of the sum of (a) the amount of Tax-Deferred Contributions actually paid to the Plan on
behalf of each such eligible Employee for such Plan Year (b) all other elective contributions
made on behalf of such eligible Employee for such Plan Year under any other plan aggregated
with this Plan for purposes of Section 401(a)(4) or Section 410(b) of the Internal Revenue
Code, and (c) in the case of a Highly Compensated Employee, all other elective contributions
made on behalf of such eligible Employee for such Plan Year under any other cash-or-deferred
arrangement in which he is eligible (other than one which may not be aggregated with this
Plan), to the eligible Employee’s compensation, as defined in





13









 







Section 414(s) of the Internal Revenue Code, for such Plan Year. The Actual Deferral
Percentage Test shall be calculated in accordance with Section 401(k) of the Internal Revenue
Code and Treasury Regulations thereunder, which are hereby incorporated by this reference.




          (3) In the event that at the end of the Plan Year it is determined that the Plan would
otherwise fail to satisfy the Actual Deferral Percentage Test for that Plan Year, the
Administrative Committee may determine either (i) that an additional Employer Contribution
shall be made pursuant to subsection 5.1(b) or (ii) to reduce the Tax-Deferred Contributions on
behalf of those Highly Compensated Employees whose Tax-Deferred Contributions are the highest,
and to have such amounts (together with any income allocable to such amounts) paid to such
Highly Compensated Employees in accordance with Section 401(k) of the Internal Revenue Code and
Treasury Regulations thereunder, to the extent the Administrative Committee deems necessary so
as to cause the Plan to satisfy the Actual Deferral Percentage Test. The earnings (or losses)
allocable to excess contributions shall be determined by multiplying the earnings (or losses)
allocable to the Highly Compensated Employee’s Tax Deferred Contributions for Highly
Compensated Employee’s Tax Deferred Contributions for the Plan Year by a fraction, the
numerator of which is the excess contributions on behalf of the Highly Compensated Employee for
the Plan Year and the denominator of which is the Highly Compensated Employee’s Tax Deferred
Account balance on the last day of the Plan Year reduced by the earnings (or increased by the
losses) allocable to such Tax-Deferred Account balance for the Plan Year. The amount which may
be distributed pursuant to this subsection for any Plan Year shall be reduced by the amount of
any excess Tax-Deferred Contributions previously distributed pursuant to subsection 4.2(d) for
the calendar year ending in such Plan Year. Any amounts to be distributed to a Highly
Compensated Employee pursuant to this Subsection 4.2(b)(3) shall be made within 12 months after
the close of the Plan Year in which the Plan failed to satisfy the Actual Deferral Percentage
Test.





     (c) If the total Tax-Deferred Contributions made on
behalf of a Member during a calendar year by the application of the percentage elected
by him under this Plan, together with such Member’s elective contributions previously
made to other plans maintained by the Affiliated Companies, would otherwise exceed
$10,500 (adjusted for cost of living increases to the extent permitted under Section
402(g) of the Internal Revenue Code), the excess shall not constitute a reduction of
the Member’s Compensation. Such excess shall instead constitute:




	 	(i)	 	a Basic After-Tax Contribution to the extent




14









 












	 	 	 	required, if any, to make the sum of the Member’s Tax-Deferred and
After-Tax Contributions equal no more than 6% of his Compensation, and
	 
	 	(ii)	 	a Supplemental After-Tax Contribution for all additional
amounts deducted.






     This excess shall be credited to the applicable Member’s Accounts. In such
event, Tax-Deferred Contributions will be resumed at the rate previously in effect as
of the first day of the next succeeding calendar year unless otherwise changed by the
Member.




     (d) If the total Tax-Deferred Contributions made on a Member’s behalf during a
calendar year and the Member’s elective contributions made to other plans during such
year reach $10,500 (as adjusted for cost-of-living increases under Section 402(g) of the
Internal Revenue Code), the Member may elect to allocate all or any portion of such
excess to his Tax-Deferred Contributions under this Plan (but not in excess of the
amount thereof for such calendar year) and to have such amount (together with any income
allocable to such amount during such calendar year) distributed to him. A Member must
make such an election in writing to the Administrative Committee not later than January
31 of the next succeeding calendar year. Distribution of such excess amount (and
allocable income thereof) shall be made not later than April 15 following such January
31. The amount which may be distributed pursuant to this subsection for any calendar
year shall be reduced by the amount of any excess Tax-Deferred Contributions previously
distributed pursuant to subsection 4.2(b)(3) for the plan Year beginning in such
calendar year.



          4.3 Each Member may also elect to make After-Tax Contributions to the Plan from his
Compensation by payroll deduction. After-Tax Contributions of from l% to 16% (18% effective
October 1, 2001), in l% increments, of Compensation may be elected by any Member, provided,
however, that the minimum rate of After-Tax Contributions shall be 2% rather than 1% unless the
Member elects to make Tax-Deferred Contributions of at least 1% of Compensation, and, subject
to the following:




          (a) The first 6% of After-Tax Contributions per pay period elected by a Member are
sometimes referred to herein as “Basic After-Tax Contributions.” A Member may make Basic
After-Tax Contributions only to the extent that the sum of his Tax-Deferred Contribution rate
and his Basic After-Tax Contribution rate does not exceed 6% of his Compensation per pay
period.




15









 








          (b) A Member who is making and continues to make either Basic Tax-Deferred or Basic
After-Tax Contributions, or both, which in the aggregate are at least 6% of the Member’s
Compensation, may also make “Supplemental After-Tax Contributions” to the Plan from his
Compensation for each pay period by payroll deduction; provided, however, that in no event may
the sum of the Member’s Tax-Deferred and After-Tax Contributions exceed 16% (18% effective
October 1, 2001) of his Compensation.




          (c) Notwithstanding the foregoing provisions of this Section 4.3, Members who are
determined by the Administrative Committee to be Highly Compensated Employees may elect a rate
of After-Tax Contributions only if such rate is equal to or less than the maximum After-Tax
Contribution rate permitted for such Members which the Committee believes is likely to cause
the Plan to satisfy the Actual Contribution Percentage Test described in subsection 5.2(b). The
Administrative Committee’s determinations pursuant to this Section 4.3 shall be final and shall
not be subject to question by the Trustee, the Insurance Company or any Member or group of
Members.




          4.4 Subject to Sections 4.2 and 4.3, a Member may change his rate of Tax-Deferred or
After-Tax Contributions at least once a month by calling the Siemens Benefits Service Center or
by any other method prescribed by the Administrative Committee.




          4.5 (a) Prior to January 1, 1995, for each Plan Year in which a Member’s Tax-Deferred
Contributions and Basic After-Tax Contributions are at least 6% of his Compensation, the
difference between 16% of the Member’s Compensation and that amount which was actually
contributed pursuant to Sections 4.1 and 4.2 and which was not withdrawn or distributed, shall
be known as “Carry-Forward After-Tax Contributions.” Carry-Forward After-Tax Contributions
shall not include any contributions attributable to any part of any Plan Year during which a
Member was ineligible to make After-Tax Contributions.




          (b) (i) A Carry-Forward After-Tax Contribution arising in a Plan Year may be made in any
succeeding Plan Year in the form of one or more single sum payments.




               (ii) If the Carry-Forward After-Tax Contribution arising in a Plan Year is made in the
next succeeding Plan Year, it may also be made by authorized payroll deductions of equal
amounts, provided that such payroll deductions are completed within said next succeeding Plan
Year.


Effective January 1, 1995, no Carry-Forward After-Tax Contributions may be made.




16









 








          4.6 A Member who ceases to be eligible as an Employee, but who remains in the employment of
an Employer, or an Affiliated Company other than an Employer, shall have his Tax-Deferred and
After-Tax Contributions automatically suspended as of the date of such change of employment
status. Such Member’s Tax-Deferred and After-Tax Contributions may be resumed upon his again
becoming an eligible Employee. Such an Employee may not make up suspended Contributions.




          4.7 A Member shall not be entitled to make Contributions, other than a Rollover
Contribution, to the Plan, and no deduction shall be made pursuant to his payroll deduction
authorization, for any period in which he is not receiving Compensation. In addition, no
Tax-Deferred Contributions, other than a Rollover Contribution, shall be made on behalf of such
Member during any such period.




          4.8 The Employers shall pay to the Trustee the amount of Members’ Tax Deferred and After
Tax Contributions for each month as soon as such amounts can reasonably be segregated from the
Employer’s assets, and in no event later than the fifteenth business day of the month following
the month in which the contributions are withheld by the Employer.




          4.9 Payment of After-Tax Contributions, Tax-Deferred Contributions and Employer
Contributions to the Plan as prescribed in Articles IV and V shall constitute the funding policy
and method of the Plan.




          4.10 An Employee (whether or not he is otherwise a Member) may make a Rollover Contribution
to the Plan at any time consisting of a “Qualified Plan Rollover Contribution” or a “Qualified
Plan Transfer Contribution” as hereinafter prescribed:




          (a) “Qualified Plan Rollover Contribution” means any amount received by an individual from
a profit-sharing, pension or stock bonus plan meeting the requirements of Section 401(a) of the
Internal Revenue Code, from a qualified annuity plan meeting the requirements of Section 403(a)
of the Internal Revenue Code, from an individual retirement account meeting the requirements of
Section 408(a) of the Internal Revenue Code or from an individual retirement annuity meeting the
requirements of Section 408(b) of the Internal Revenue Code, which is transferred to this Plan in
a tax-free rollover satisfying the requirements of Section 402(c), Section 403(a) (4) or Section
408(d)(3)(A)(ii) of the Internal Revenue Code.




          (b) “Qualified Plan Transfer Contribution” means any amount transferred directly to this
Plan on behalf of an individual from a profit-sharing, pension or stock bonus plan meeting the






17









 







requirements of Section 401(a) of the Internal Revenue Code, provided that such transfer is
approved by the Board of Directors.




          Notwithstanding anything to the contrary in this Section 4.10, an 0SI Employee may make only
one Qualified Plan Rollover Contribution to this Plan consisting of amounts received by such
Employee from the GTE Corporation Savings, Investment & Tax-Deferral Plan For Hourly Employees.
No Rollover Contribution shall be accepted until the Administrative Committee has determined to
its satisfaction based on the facts submitted by the Employee making the Rollover Contribution
that the amount transferred meets the applicable requirements of subparagraph (a) or (b) above.
The Administrative Committee may prescribe such rules and regulations governing the making of
Rollover Contributions as it may deem desirable. Any Qualified Plan Rollover Contribution shall
be credited to the applicable Employee’s Rollover Contribution Account. Amounts transferred to
this Plan in a Qualified Plan Transfer Contribution shall retain their characterization as
contributions pursuant to a qualified cash or deferred arrangement described in Section 401(k) of
the Internal Revenue Code, matched and unmatched after-tax employee contributions, employer
contributions, and earnings thereon, and shall be credited accordingly to the applicable
Employee’s Tax-Deferred Contribution Account, Basic or Supplemental After-Tax Contribution
Account and Rollover Contribution Account. Except to the extent that the context indicates
otherwise, the term “Member” as used in this Plan shall be deemed to include each Employee who
has made a Rollover Contribution to this Plan irrespective of whether such Employee shall have
become a Member pursuant to Article III; provided, however, that in no event shall an Employee
who has not become a Member pursuant to Article Ill be entitled to make Tax-Deferred
Contributions pursuant to Section 4.2 or After-Tax Contributions pursuant to Section 4.3, or to
share in Employer Contributions pursuant to Article V prior to so becoming a Member pursuant to
Article Ill. Rollover Contributions shall be disregarded for purposes of Section 6.8.




          (c) Notwithstanding the other provisions of this Section to the contrary, effective March 1,
2001, an Employee whose employment with all Affiliated Companies is terminated shall be able to
rollover into the Siemens Savings Plan For Union Employees the amount of any lump sum distribution
he may be entitled to receive from the Siemens Pension Plan For Union Employees.




          4.11 Notwithstanding the other provisions of this Article IV to the contrary, Employees who
are hired on or after October 1, 2001 by an Employer (other than Employees hired at the Tucker,
Georgia or Duluth, Georgia facilities of Siemens Energy & Automation, Inc.) will, as soon as
administratively possible after the 90th day after they first become eligible to become
a Member of






18









 







the Siemens Savings Plan For Union Employees, automatically become Members and have deducted
from their Compensation Tax-Deferred Contributions at 3% of their Compensation, unless and until
the Employee affirmatively indicates that he or she does not want to participate in the Plan or
affirmatively elects to participate at a different contribution rate or on a basis other than as
Tax-Deferred Contributions. These automatic contributions shall be placed in the Fixed Rate Fund
(or Stable Value Fund, effective October 1, 2001) of the Plan until such time as the Employee
indicates that the contribution is to be placed in another investment fund of the Plan. Such
automatic contributions to the Siemens Savings Plan For Union Employees shall be subject to the
other provisions of the Plan that are applicable to Tax-Deferred Contributions. Appropriate notices
will be provided to Employees in connection with the application of this Section 4.11.




ARTICLE V




EMPLOYER CONTRIBUTIONS




          5.1 (a) Each Employer shall make Employer Contributions to the Plan for each month equal to
50% of the Basic Tax-Deferred and Basic After-Tax Contributions made by or on behalf of Members
for such month, less any amount of forfeiture then to be applied to reduce such Employer
Contributions pursuant to Article XIII.




          (b) Pursuant to subsection 4.2(b)(3) or subsection 5.2(c), if the Administrative Committee so
determines, each Employer shall make an additional Employer Contribution sufficient in amount to
cause the requirements of the Actual Deferral Percentage Test or the Actual Contribution Percentage
Test to be satisfied. Such additional Employer Contribution shall be credited to the Tax-Deferred
Contribution Accounts of Members who are not Highly Compensated Employees in the proportion that
each such Member’s Tax-Deferred Contributions represent of total Tax-Deferred Contributions of all
Members in this group for the Plan Year. Employer Contributions made pursuant to this subsection
shall constitute “qualified matching contributions” or additional “matching contributions” and
shall satisfy the requirements of Section l.401(k)-1(b)(3) or Section 1.401(m)-1(b)(2) as
applicable, of the Treasury Regulations, which are hereby incorporated by this reference.




          (c) This Plan is intended to constitute a profit-sharing plan as referred to in Section 401(a)
of the Internal Revenue Code; provided, however, that Employer Contributions and Tax-Deferred
Contributions may be made without regard to the existence of current





19









 







or accumulated profits as permitted by Section 401(a)(27) of the Internal Revenue Code.




          5.2 (a) The Administrative Committee shall determine the maximum permissible rate or amount of
Employer and After-Tax Contributions to the Plan which the Administrative Committee believes is
likely to cause the Plan to satisfy the Actual Contribution Percentage Test described below. The
Administrative Committee’s determinations pursuant to this Section 5.2 shall be final and shall not
be subject to question by the Trustee, the Insurance Company or any Member or group of Members.




          (b) The Actual Contribution Percentage Test requires that, for any Plan Year, the Actual
Contribution Percentage for the eligible Employees who are Highly Compensated Employees shall not
exceed the greater of (i) or (ii) as follows:




          (i) The Actual Contribution Percentage for the eligible Employees other than Highly
Compensated Employees, times 1.25, or




          (ii) The Actual Contribution Percentage for the eligible employees other than Highly
Compensated Employees, times 2.0; provided, however, that the Actual Contribution Percentage for
the Highly Compensated Employees may not exceed the Actual Contribution Percentage for the eligible
Employees other than Highly Compensated Employees by more than two percentage points provided,
however, that the Actual Contribution Percentage for Highly Compensated Employee shall be further
limited to the extent necessary to prevent the multiple use of the alternative limitation in
subsection 4.2(b)(2)(ii) and in paragraph (ii) above.



The Actual Contribution Percentage for either specified group of eligible Employees for a Plan Year
shall be the average of the ratios (calculated separately for each eligible Employee in such
group) of the sum of (i) the amount of the Employer and After-Tax Contributions actually paid to
the Plan on behalf of each such eligible Employee for such Plan Year, (ii) all other employee and
matching contributions made on behalf of such eligible Employee for such Plan Year under any other
plan aggregated with this Plan for purposes of Section 401(a)(4) or Section 410(b) of the Internal
Revenue Code, and (iii) in the case of a Highly Compensated Employee, all other employee and
matching contributions made on behalf of such eligible Employee for such Plan Year under any other
plan subject to Section 401(m) of the Internal Revenue Code in which he is eligible (other than
one which may not be aggregated with this Plan), to the eligible Employee’s compensation, as
defined in Section 414(s) of the Internal Revenue Code, for such Plan Year. In addition, all or a
portion of the Tax-Deferred Contributions actually paid to the Plan on behalf of eligible
Employees other than Highly Compensated Employees may be taken into account in





20









 







determining the Actual Contribution Percentage for such group, provided that the Plan continues to
satisfy the Actual Deferral Percentage Test under subsection 4.2(b)(2) without regard for such
amount of Tax-Deferred Contributions taken into account hereunder. The Actual Contribution
Percentage Test shall be calculated in accordance with Section 401(m) of the Internal Revenue Code
and Treasury Regulations thereunder, which are hereby incorporated by this reference.




          (c) In the event that at the end of the Plan Year it is determined that the Plan would
otherwise fail to satisfy the Actual Contribution Percentage Test for that Plan Year, or in order
to prevent multiple use of the alternative limitation, the Administrative Committee may determine
either (i) that an additional Employer Contribution shall be made pursuant to subsection 5.1(b) or
(ii) to reduce the amount of Contributions allocated to the Accounts of Highly Compensated
Employees in a manner similar to that set forth in subsection 4.2(b)(3)(ii), and to have such
amounts (together with any income allocable to such amounts for such Plan Year) paid to such
Highly Compensated Employees in accordance with Section 401(m) of the Internal Revenue Code and
Treasury Regulations thereunder, to the extent the Administrative Committee deems necessary so as
to cause the Plan to satisfy the Actual Contribution Percentage Test, such reduction to be made in
the following order of priority:





     (i) Supplemental After-Tax Contributions,




     (ii) Basic After-Tax Contributions and corresponding Employer Contributions, and



          (iii) any additional excess Employer contributions, except that non-vested Employer
Contributions shall not be paid but shall be forfeited and applied under Article XIII. The
earnings (or losses) allocable to excess contributions shall be determined by multiplying the
earnings (or losses) allocable to the Highly Compensated Employee’s After-Tax Contributions and
Employer Contributions on his behalf for the Plan Year by a fraction, the numerator of which is the
excess contributions on behalf of the Highly Compensated Employee for the Plan Year and the
denominator of which the sum is the Highly Compensated Employee’s After-Tax Contributions and
Employer Contribution account balances on the last day of the Plan Year reduced by the earnings (or
increased by the losses) allocable to such account balances for the Plan Year. Any amounts to be
distributed to a Highly Compensated Employee pursuant to this Subsection 5.2(c) shall be made
within 12 months after the close of the Plan Year in which the Plan failed to satisfy the Actual
Contribution Percentage Test.




          5.3 As soon as practicable after the posting of the






21









 







Employee’s Basic Tax Deferred Contributions or Basic After Tax Contributions to the Employee’s
Accounts by the Plan’s recordkeeper, each Employer shall pay or transfer to the Trustee the amount
of its Employer Contribution for such month prescribed by Section 5.1




ARTICLE VI




MEMBERS’ ACCOUNTS




          6.1 There shall be established and maintained for each
Member to the extent applicable:





	 	(a)	 	a Basic After-Tax Contribution Account;
	 
	 	(b)	 	a Tax-Deferred Contribution Account;
	 
	 	(c)	 	an Employer Contribution Account;
	 
	 	(d)	 	a Supplemental After-Tax Contribution Account;

	 
	 	(e)	 	a Supplemental Tax-Deferred Contribution Account;
	 
	 	(f)	 	a Rollover Contribution Account; and
	 
	 	(g)	 	effective June 1, 2001, a GSOP Account





          6.2 The Administrative Committee shall establish and maintain (or cause to be established and
maintained) the applicable Accounts for each Member.




          6.3 The amount of a Member’s Basic After-Tax Contributions shall be credited to his Basic
After-Tax Contribution Account.




          6.4 The amount of a Member’s Basic and Supplemental Tax-Deferred Contributions shall be
credited to his Tax-Deferred Contribution Account.




          6.5 The amount of a Member’s Supplemental After-Tax Contributions and Carry-Forward After-Tax
Contributions shall be credited to his Supplemental After-Tax Contribution Account. Effective
January 1, 1995, no Carry-Forward After-Tax Contributions may be made.




          6.6 The aggregate amount of an Employer’s Contributions, including the amount of forfeitures
then to be applied to reduce the Contributions of such Employer pursuant to Article XIII, shall be
credited to the Employer Contribution Accounts of Members employed





22









 







by such Employer, in amounts equal to the appropriate percentage of each Member’s Basic
Tax-Deferred and Basic After-Tax Contributions determined pursuant to Section 5.1, when credited
pursuant to Section 6.7(2).




          6.7 As of the end of each business day, the net worth of the assets of each investment fund
under Article VII of the Plan shall be determined. In determining such net worth, the Trustee or
Insurance Company shall evaluate the assets of the investment fund under Article VII of the Plan at
their fair market value as of such day and shall deduct any liabilities or other amounts properly
chargeable against such investment fund. The assets of the investment fund shall be allocated
among the account balances of Members in the investment fund in the following manner:




          (1) The balance for each Member in the investment fund as of the preceding business day, after
reduction by any withdrawals or distributions made as of such day the (“opening balance”) shall be
determined.




          (2) The opening balance shall be increased by and credited with the dollar amount of
Contributions credited to the investment fund since the preceding business day, (the “adjusted
balance”), and shall include all deductions from all paychecks preceding that day that have been
posted to the Plan.




          (3) The fair market value of the investment fund on the day of valuation shall be apportioned
to each Member in the ratio that the adjusted account balance for such Member as of the day of
valuation bears to the total of the adjusted balances in the investment fund as of such valuation
date. The fair market value of a guaranteed income contract issued by an Insurance Company or of
an interest thereunder shall be measured by the amount held under such contract or in respect of
such interest as reported by the Insurance Company. In the case of the Fixed Rate Fund described in
Section 7.2 hereof, the foregoing calculation shall be made separately with respect to the separate
portion of the investment fund allocable to each of the Employers.




          6.8 (a) The term “Account Addition” means, for any Member for any limitation year, the sum of:




          (1) the Employer Contributions and Tax-Deferred Contributions under this Plan for the Member’s
Accounts including any adjustment under Article XIII, plus any employer contribution allocated to
the Member’s account under any other defined contribution plan (as described in Section 414(i) of
the Internal Revenue Code), any individual medical account (as described in Section 415(l) of the
Internal Revenue Code) or any key employee’s post-retirement medical benefit account (as described
in Section




23









 







4l9A(d) of the Internal Revenue Code) maintained by an Employer or an Affiliated Company,




          (2) the Member’s After-Tax Contributions under this Plan, plus any employee contribution
allocated to the Member’s account under any other plan maintained by an Employer or an Affiliated
Company, and




          (3) forfeitures allocated to the Member’s account under any other defined contribution plan
maintained by an Employer or an Affiliated Company.




          (b) The total Account Addition for any Member for any limitation year shall not exceed the
lesser of:




          (1) $30,000 (as adjusted for cost-of-living changes pursuant to Section 415(d) thereof); or





          (2) 25% of the Member’s total compensation (within the meaning of Treasury Regulation
Section 1.415 2(d))for such limitation year.


If a Member’s Account Addition for any limitation year exceeds the foregoing limitation, his
Supplemental After-Tax Contributions for the Plan Year, if any, and allocable income thereon shall
be reduced and returned to the Member. If, after returning such contributions to the Member, an
excess still exists, his Basic After-Tax Contributions and the related Employer Contributions for
the Plan Year (and allocable income thereon) shall then be reduced proportionately; such Basic
After-Tax Contributions shall be refunded to him as soon as practicable. If further reduction is
necessary, his Tax-Deferred Contributions and any related Employer Contributions and allocable
income thereon shall be reduced proportionately; such Tax Deferred Contributions shall be refunded
to him as soon as possible. The amount of any reduction in Employer Contributions shall be held in
the Fund and shall be applied as provided in Article XIII to reduce subsequent Employer
Contributions.




          (c) For purposes of this Section 6.8, the limitation year shall be the Plan Year. All defined
contribution plans (whether or not terminated) maintained by an Employer or an Affiliated Company
shall be treated as one defined contribution plan, provided that for purposes of this Section 6.8,
“Affiliated Company” shall have the meaning set forth in subsection 2.1(b) except that the phrase
“more than 50 percent” shall be substituted for the phrase “at least 80 percent” in each place such
latter phrase appears in Section 1563(a)(1) of the Internal Revenue Code referenced in Section
414(b) thereof.




24









 








          (d) The combined limitation that was in effect pursuant to Section 415(e) of the Internal
Revenue Code for limitation years beginning prior to January 1, 2000 ceased to apply to this Plan
(and to plans merged into this Plan) for limitation years beginning on or after January 1, 2000.




ARTICLE VII




INVESTMENT FUNDS




          7.1 Each Member shall be entitled to direct that Contributions to be credited to his Accounts
shall be invested (in integral multiples of 1%) in one or more of the Fixed Rate Fund (or Stable
Value Fund, effective October 1, 2001), the Balanced Fund, the Indexed Equity Fund, the
International Equity Fund, the Large Cap Growth Fund, the LifePath Portfolio, the Small Cap Equity
Fund and/or, effective June 1, 2001, the Siemens AG Stock Fund described in this Article VII. A
Rollover Contribution made by a Member to the Plan shall be invested in accordance with the
investment directions the Member has made with respect to the Contributions credited to his
accounts in the Plan.




          In the absence of a Member’s direction as to the investment of Contributions credited to his
Accounts, such contributions shall be invested 100% in the Fixed Rate Fund (or Stable Value Fund,
effective October 1, 2001).




          Each Member may also elect to change prospectively his investment funds and the percentage to
be invested in a particular fund for amounts that have already been contributed to his Accounts,
(in integral multiples of 1% of the amounts held in each fund from which a transfer is to be made)
without any limitation on the frequency of such elections, by calling the Siemens Benefits Center
or by any other method prescribed by the Administrative Committee.




          7.2 Fixed Rate Fund. The Fixed Rate Fund invests in a diversified portfolio of
investment contracts with insurance companies, banks or other financial institutions, some of which
are backed by portfolios of publicly traded fixed income securities. The Fund is designed to
provide a steadily increasing principal value. Effective October 1, 2001, this Fund shall be known
as the Stable Value Fund and, effective on such date, the Fund will accrue interest each day based
on the rates being paid by the underlying investments, with such interest being added to the
Member’s account balance. The net asset value of the Stable Value Fund increases daily, reflecting
the addition of the accrued interest.




          7.3 Balanced Fund. The Balanced Fund shall consist






25









 







of a fund managed by the Trustee, Insurance Company or investment manager appointed by the
Investment Committee, or invested in a registered investment company selected by the Investment
Committee, which in either case shall be invested in both publicly-traded U.S. fixed-income
securities and equity securities of corporations traded on U.S. securities exchanges. Generally,
up to one-half of the Balanced Fund’s assets shall be invested in fixed-income securities, but such
allocation may be changed from time to time to reflect prevailing economic conditions. The income
from the investments in such fund and the Contributions and transferred amounts directed thereto
shall be invested therein as soon as practicable and, pending such investment, shall be invested by
the Trustee in a short-term investment account. All amounts invested in the Balanced Fund shall be
subject to the conditions of any pooled fund in which such amounts are invested. Effective March 1,
2001, the Balanced Fund is eliminated from the Plan.




          7.4 Indexed Equity Fund. The Indexed Equity Fund shall consist of a fund managed by
the Trustee, Insurance Company or investment manager appointed by the Investment Committee, or
invested in a registered investment company selected by the Investment Committee, which in either
case shall be invested primarily in shares of common stock of the corporations included in the
Standard & Poor’s 500 Corporate Stock Index, with the aim of closely approximating the total return
of such index. The income from the investments in such fund and the Contributions and transferred
amounts directed thereto shall be invested therein as soon as practicable and, pending such
investment, shall be invested by the Trustee in a short-term investment account. All amounts
invested in the Indexed Equity Fund shall be subject to the conditions of any pooled fund in which
such amounts are invested.




          7.5 International Equity Fund. The International Equity Fund shall consist of a fund
managed by the Trustee, Insurance Company or investment manager appointed by the Investment
Committee, or invested in a registered investment company selected by the Investment Committee,
which in either case shall be invested primarily in shares of common stock and other equity
securities issued by companies principally based outside the United States. The income from the
investments in such fund and the Contributions and transferred amounts directed thereto shall be
invested therein as soon as practicable and, pending such investment, shall be invested by the
Trustee in a short-term investment account. All amounts invested in the International Equity Fund
shall be subject to the conditions of any pooled fund in which such amounts are invested.




          7.6 Large Cap Growth Fund. The Large Cap Growth Fund shall consist of a fund managed
by the Trustee, Insurance Company, or investment manager appointed by the Investment






26









 







Committee which has as its objective capital growth over time. The Fund will have an
aggressive investment strategy that will tend to increase both the volatility (upward and downward
movement) of the Fund and its long-term growth potential. The manager of the Fund will identify
companies with accelerating earnings and revenues and that invest primarily in common stocks
considered to have better-than-average prospects for appreciation. Essentially, the Fund will be
invested 100% in stocks at all times.




          7.7 LifePath Fund. The LifePath Fund shall consist of separate funds managed by the
Trustee, Insurance Company, or investment manager that will seek, using a computer-based asset
allocation strategy, to maximize a Member’s investment results in terms of the time frame chosen by
the Member as to when the Member expects to need money from his Accounts.




          7.8 Managed Equity Fund. The Managed Equity Fund shall consist of a fund managed by
the Trustee, Insurance Company or investment manager appointed by the Investment Committee which
has as its objective the achievement of long-term capital growth while generating returns that are
generally higher than the stock market average. The Managed Equity Fund aims to achieve this by
investing in a widely diversified portfolio of select stocks issued primarily by large and medium
sized companies.




          7.9 Intermediate-Term Bond Fund. The Intermediate-Term Bond Fund shall consist of a
fund managed by the Trustee, Insurance Company, or investment manager appointed by the Investment
Committee which has as its objective investment in a variety of fixed income bonds that mature
over an average of ten years, including investments in U.S. government bonds, corporate bonds,
mortgage bonds, and U.S. dollar and foreign currency bonds of foreign issues.




          7.10 Small Cap Equity Fund. The Small Cap Equity Fund shall consist of a fund managed
by the Trustee, insurance company, or investment manager appointed by the Investment Committee
which has as its objective investment in a diverse group of small U.S. companies whose securities
are traded in the U.S. securities markets and whose market value is comparable to that of smaller
companies listed on the New York Stock Exchange.




          7.11 Siemens AG Stock Fund (Effective June 1, 2001). The Siemens AG Stock fund is a
unitized Fund that tracks the performance of Siemens AG ordinary stock. The Fund shall invest
only in Siemens AG ordinary stock, with a small amount in money market instruments to provide
needed liquidity and to accommodate daily transactions. It is not actively managed. The
investments of this Fund are made without regard to stock price or investment outlook. The Trustee
will buy and sell the Siemens AG ordinary





27









 







stock at fair market value, paying brokerage commissions from Fund assets. Cash dividends are
paid into this Fund on the date paid by Siemens AG. The dividends are paid in cash at the rate of
85% of the full dividend due to foreign withholding taxes. The number of units will increase when
dividends are paid. Any voting rights that a Member may have with respect to shares of Siemens AG
upon which the Siemens AG Stock Fund is based shall be determined under the provisions of the
Master Trust Agreement applicable to the Plan.




ARTICLE VIII




DISTRIBUTIONS FROM FUND




          8.1 Distributions from the Fund shall be charged to the Member’s Accounts in the Fund.
The amount of any distribution of less than the Member’s entire balance in his Accounts shall
be paid from the Member’s balance in each of the investment funds in which the Member’s
Accounts are then invested (determined under Article XI as of the date as of which the
distribution is made) in the proportion that the Member’s balance in each such fund bears to
the total of the Member’s balances in all such investment funds.




          8.2 The distributable amount in a Member’s Account in the Fund shall be determined on the
basis of the value of such Account in accordance with Article XI.




ARTICLE IX




VESTING




          9.1 The Tax-Deferred, Basic After-Tax, Supplemental After-Tax and Rollover Contribution
Accounts of each Member are at all times 100% vested in the Member.




          9.2 With respect to Employer Contributions made prior to January 1, 1995, except as
provided in Section 9.3, a Member shall acquire a 50% vested interest in his Employer
Contributions (and shall be fully vested in any earnings in his Employer Contribution Account
attributable thereto) on the date such contributions are allocated to his Employer Contribution
Account, and shall be vested in the remaining 50% of such Employer Contributions (and any
earnings in his Employer Contribution Account attributable thereto) as of the date which is 24
months after the day as of which the Employer Contributions were allocated to the Member’s
Employer Contributions Account, provided





28









 







that the Member’s Continuous Employment does not terminate prior to the end of such 24 month
period.




          With respect to Employer Contributions made on or after January 1, 1995, except as
provided in Sections 9.3, a Member shall vest in his Employer Contribution Account based on the
number of years of his Continuous Employment (excluding Continuous Employment disregarded
pursuant to Subsection 2.1(i)) in accordance with the following schedule:




	 	 	 	 	 
	Years of Continuous	 	Vested
	       Employment	 	Percentage
	Less than 2 years
	 	 	0	%
	2 but less than 3 years
	 	 	40	%
	3 but less than 4 years
	 	 	60	%
	4 but less than 5 years
	 	 	80	%
	at least 5 years
	 	 	100	%






          9.3 Notwithstanding Section 9.2, a Member shall become 100% vested in his Employer
Contribution Account upon his completion of five Years of Continuous Employment or the
occurrence of any of the following events:





	 	(a)	 	retirement from the Company or an Affiliated Company under the terms of any
pension plan maintained by the Company or an Affiliated Company;
	 
	 	(b)	 	a Member’s death or Disability or termination of employment due to the closing of the
facility where he is employed;
	 
	 	(c)	 	termination of the Plan, partial termination of the Plan which directly
affects the Member, or complete discontinuance of contributions; or
	 
	 	(d)	 	a Member’s attainment of Normal Retirement Age.





          9.4 A Member who ceases to be an eligible Employee without termination of his employment
by an Employer will continue to be deemed a Member of the Plan for purposes of vesting in his
Employer Contribution Account for as long as he remains in the employment of an Employer or of
an Affiliated Company which is not an Employer but is a member of a controlled group of
corporations which includes one or more Employers.




          9.5 In the case of a Member who has his Accounts transferred to this Plan in accordance
with the provisions of Section 3.1 of this Plan, such Member’s vested portion of such






29









 







Accounts shall be determined in accordance with the vesting provision of Article IX of the
Plan taking in account all the years of Continuous Employment such Member had.




ARTICLE X




WITHDRAWALS




          10.1 (a) A Member, including a former Member who is still employed by an Affiliated
Company, may make a withdrawal from his Basic After-Tax, Supplemental After-Tax or Rollover
Contribution Account, or from the vested portion of his Employer Contribution Account, by
calling the Siemens Benefit Service Center or by any other method prescribed by the
Administrative Committee. If a Member has been a member in the Plan, a predecessor plan or,
with respect to a Member whose benefit was transferred to this Plan, such transfer or plan, in
aggregate for less than five years and such Member withdraws his Basic After-Tax Contributions
or Employer Contributions made to the Plan within 24 months of the date as of which the
withdrawal is to be made, Employer Contributions shall be suspended on behalf of such Member
for a three month period following the end of the month after the withdrawal is made. A
withdrawal may be made not more than twice in any Plan Year and may be made as soon as
practicable after the withdrawal election is approved, and the amount a Member is permitted to
withdraw pursuant to this Section 10.1(a) must be at least $250, or 100% of the amount
available for withdrawal if less than $250.




          (b) Withdrawals shall be considered as paid from within each Member’s Accounts in the
following order: Supplemental After-Tax Contribution Account, Basic After-Tax Contribution
Account, Rollover Contribution Account and Employer Contribution Account. Withdrawals from
Supplemental After-Tax Contribution Accounts first, and thereafter from Basic After-Tax
Contribution Accounts, shall be apportioned between After-Tax Contributions and earnings
thereon in the proportion that the sum of the balance of After-Tax Contributions and earnings
not withdrawn for all such accounts bears to the balance of earnings not withdrawn for all such
accounts as of the date preceding the date the withdrawal is made.




          10.2 A Member, including a former Member who is still employed by an Affiliated Company,
who has reached age 59-1/2 may make a withdrawal of his Tax-Deferred Contributions in
accordance with Section 10.1 above, but he shall not be limited to two such withdrawals each
Plan Year.




30









 








          10.3 A Member who has not reached age 59-1/2 may, by calling the Siemens Benefit Service
Center or by any other method prescribed by the Administrative Committee, request a withdrawal
from his Tax-Deferred Contribution Account of an amount not greater than the total of his
Tax-Deferred Contributions (but not including any contributions credited to such account
credited pursuant to Section 5.1(b) or any earnings on such account credited after December 31,
1988) as of, the last business day preceding the date the withdrawal is made but only on
account of hardship. For the purposes of this Section 10.3, a withdrawal will be on account of
hardship if the distribution is necessary in light of immediate and heavy financial needs of
the Member. The determination of the existence of financial hardship and the amount required to
be distributed to meet the need created by the hardship shall be made by the Administrative
Committee in accordance with uniform and nondiscriminatory standards consistent with Treasury
Regulations § 1.401-(k)-1. Notwithstanding the preceding sentence, a distribution will be
deemed to be made on account of an immediate and heavy financial need if the distribution is on
account of any of the conditions so described under Treasury Regulations § 1.401(k)-1 or
published IRS rulings at the time a withdrawal on account of hardship is requested, including
but not limited to non-reimbursed medical expenses, tuition for post-secondary education,
purchase of a primary residence and prevention of eviction from or foreclosure on the mortgage
of a primary residence. Such distribution may include an amount necessary to pay any
applicable federal withholding taxes reasonably anticipated to result from such distribution.
A Member who makes a hardship withdrawal pursuant to this Section 10.3 shall have taken all
available loans and withdrawals under the Plan and all other plans maintained by the Company
and its Affiliated Companies.




          A withdrawal will be deemed necessary under this Section 10.3 if





          (a) the Administrative Committee receives from the Member a representation that
the need cannot be reasonably relieved




	 	(i)	 	through reimbursement or compensation by
insurance or otherwise,
	 
	 	(ii)	 	by liquidation of the assets of the Member,
including assets of the Member’s spouse or their minor children that
are reasonably available to the Member,
	 
	 	(iii)	 	by cessation of Tax-Deferred Contributions




31









 












	 	 	 	and After-Tax Contributions under the Plan or,
	 
	 	(iv)	 	by other distributions or nontaxable (at the
time of the loan) loans from plans maintained by the Employer or by
any other employer or by borrowing from commercial sources on
reasonable commercial terms in an amount sufficient to satisfy the
need, and





          (b) the Administrative Committee does not have actual knowledge to the contrary.




          For purposes of the immediately preceding sentence, a need cannot reasonably be relieved
by one of the actions listed above if the effect would be to increase the amount of need.




          10.4 When a withdrawal is made under the Plan, the amount of such withdrawal shall be paid
from a Member’s balance in each of the investment funds in which the Member’s Accounts are then
invested determined as of the last business day preceding the date as of which the withdrawal
is made, and the amount of the withdrawal in all cases shall be paid ratably from each of the
investment funds in the proportion that each such fund bears to the total of the Member’s
balances in all such investment funds. Any distribution on account of a withdrawal shall be
made only by a single lump sum payment in cash to the Member.




ARTICLE XI




DISTRIBUTIONS




          11.1 (a) Upon a termination of service with all Employers by a Member who is 100% vested in
his Employer Contribution Account, except by reason of the death of the Member, and subject to the
provisions of sub-section 11.1(d), the Member shall have distributed to him the amounts credited to
his Accounts as soon as practicable following, such termination of service; provided that, if the
amounts so credited exceed the maximum dollar amount that may be distributed without the consent of
a Member pursuant to Section 411(a)(11) of the Internal Revenue Code (“Applicable Dollar Amount”)
(which amount was increased to $5,000 effective March 1, 2001 for this Plan and plans merged into
this Plan), the Member may elect to delay distribution (and no distribution may be made prior to
the end of the calendar year in which the Member attains age 70 1/2 absent his election to
receive a distribution) in which case the amounts credited to his Accounts shall be distributed as
of such subsequent date as the Member may elect in accordance with Section 11.3 subject to the
limitations set forth in Section 11.6.




32









 








          (b) Upon a vesting occurrence described in sub-section 9.3(c), there shall be distributed to
each affected Member, in a single lump sum payment, the amounts credited to his Accounts as soon as
possible following, such vesting occurrence.




          (c) Upon a Member’s termination of service by reason of death, there shall be distributed to
his Beneficiary, in accordance with Section 11.3, the amounts credited to such Member’s Accounts as
soon as possible following such Member’s death.




          (d) A Member who terminates employment with all Employers, but who is transferred without
intervening employment to the employ of an Affiliated Company which is not an Employer, shall not
be entitled to a distribution of his Accounts pursuant to sub-section 11.1(a) until the termination
of his employment with such Affiliated Company (or any other Affiliated Company to which he is
subsequently transferred without intervening employment), but he shall be entitled to elect, in
lieu of any other benefit or form of distribution payable under the Plan, to have the amounts
credited to his Accounts transferred directly to a thrift or savings plan maintained by the
Affiliated Company which employs such Member, subject to the acceptance of such transferred
amounts by the administrator of such thrift or savings plan.




          (e) Notwithstanding any other provision of this Article XI, a Member who (1) has terminated
employment with all Affiliated Companies, (2) has attained age 70 1/2 and (3) has not made an
election pursuant to this Article XI shall begin to receive a minimum distribution of his Accounts
in the Plan beginning by the end of the calendar year in which he attains age 70 1/2 in accordance
with the rules under Section 401(a)(9) of the Internal Revenue Code applicable to minimum
distributions.




          11.2 Upon a termination of service with all Affiliated Companies by a Member who is not 100%
vested in his Employer Contribution Account, there shall be distributed to him, in accordance with
Section 11.3, the amounts credited to his Basic After-Tax Contribution, Basic Tax-Deferred
Contribution, Supplemental After-Tax Contribution, Supplemental Tax-Deferred Contribution and
Rollover Contribution Accounts and the vested balance (which may be zero) in his Employer
Contribution Account as soon as practicable following, the date of such termination of service.
The non-vested balance in his Employer Contribution Account shall be forfeited as soon as possible
following, the Member’s termination of service and applied as permitted in Article XIII.
Notwithstanding the foregoing provisions of this paragraph, if the vested balance in the Member’s
Accounts exceeds the Applicable Dollar Amount (as defined in sub-section 11.1(a) of the Plan, then
(a) such distribution shall not be made to the






33









 







Member prior to the end of the calendar year in which he attains age 70 1/2, unless such
Member requests an earlier distribution, and (b) the non-vested balance in such Member’s Employer
Contribution Account shall not be forfeited prior to the earlier to occur of (i) the distribution
of the Member’s entire vested Accounts or (ii) the Member’s incurring a five-year break in service
(as hereinafter defined).




          If (a) a Member’s service with all Affiliated Companies terminates under circumstances covered
by this Section 11.2 prior to becoming fully vested in his Employer Contribution Account, and (b)
he is subsequently rehired by an Employer or an Affiliated Company prior to incurring a five-year
break in service, there shall be re-credited to his Accounts, as soon as practicable following his
date of rehire, the amount of the non-vested balance in his Employer Contribution Account forfeited
by him (without interest) and he shall thereafter be treated as if his service had not theretofore
terminated. The amount so to be re-credited to Members’ Accounts in a Plan Year shall be deducted
from any forfeitures for such Plan Year and, to the extent such forfeitures are not sufficient,
Employer Contributions shall be increased.




          If (a) a Member’s service with all Affiliated Companies terminates under circumstances covered
by this Section 11.2 prior to becoming fully vested in his Employer Contribution Account, and (b)
he is subsequently rehired after incurring a five-year break in service, he shall be eligible to
re-participate in the Plan on his date of reemployment but shall have no right to have re-credited
to his Accounts any amount forfeited by him by reason of the termination of service.
Notwithstanding the foregoing, no forfeiture under the Plan shall occur after termination of the
Plan or complete discontinuance of contributions as provided in Section 17.2.




          For this purpose, a five-year break in service is a period of 60 consecutive months, beginning
with the date on which the Member’s Continuous Employment ceases and during which the Member does
not resume Continuous Employment. In determining whether a Member has a five-year break in
service, the first 24 months of any Maternity or Paternity Absence shall be disregarded.




          11.3 Distribution of Accounts.




          The distribution of Accounts under this Plan shall be governed by the following rules:





(a) Termination of service described in Section 11.2. A distribution of
Accounts pursuant to Section 11.2 in the event of termination of service with all
Affiliated



34









 







Companies by a Member who is not 100% vested in his Employer Contribution Account can
be made under any of the payment methods set forth in Section 11.3 (b).




(b) Vesting occurrence other than death. Any distribution of Accounts,
pursuant to Section 11.1, to a Member who is 100% vested in his Employer Contribution
Account, except by reason of death, and subject to the provisions of sub-section
11.1(d), shall be made, subject to sub-section 11.3(b) and Section 11.6, in one of the
following ways selected by the Member, commencing, in each case, as soon as
practicable after, the amount to be distributed is determined and provided, however,
that if the aggregate value of a Member’s Accounts does not exceed the Applicable
Dollar Amount (as defined in sub-section 11.1(a)) the distribution will be made only
in one lump sum:




	 	(i)	 	in one lump sum payable at any time up to the end
of the calendar year in which the Member attains age 70 1/2; or
	 
	 	(ii)	 	in part in one lump sum with the balance in
installments, commencing no later than the end of the calendar year in
which the Member attains age 70 1/2; or
	 
	 	(iii)	 	in installments, commencing no later than the end of
the calendar year in which the Member attains age 70 1/2 ; or
	 
	 	(iv)	 	if the Member is not disabled, in the form of a
Life Annuity provided such election is made on or before March 31, 2002;
or
	 
	 	(v)	 	effective March 1, 2001, up to two partial lump
sum payments each calendar year, as selected by the Member, until the
Member’s Accounts in the Plan are fully distributed, provided, however,
that if the Member’s Accounts have not been fully distributed by the end
of the calendar year in which the Member attains age 70 1/2, the balance
shall be distributed commencing by the end of the calendar year in which
the Member attains age 70 1/2 in one lump sum or in installments.






In no event, however, may any installment payment pursuant to this sub-section
11.3(b) be payable over a period extending beyond the life expectancy of the Member
or the joint life and last survivor expectancy of the



35









 







Member and his spouse. The amount of any distribution to be made in installments
shall be held in such Investment Funds under the Plan as elected by the Member,
participating proportionately in the gains, losses, income and expenses of such Funds
during the distribution period. A Member who is to receive distributions in
installments may elect to receive monthly or annual installments. If distributions
are made in monthly installments, the amount of each monthly installment shall be
determined as of the day of distribution, by dividing the amount then remaining on
hand for distribution by the number of monthly installments yet to be made. If
distributions are made in annual installments, the amount of each annual installment
shall be determined as of the date as of which distributions commence and as of each
anniversary thereof by dividing the amount then remaining on hand for distribution by
the number of annual installments yet to be made.




A Member who has not commenced receiving payments from his Accounts may change his
selection of payment methods under this subsection by calling the Siemens Benefit
Service Center or by any other means prescribed by the Administrative Committee.



          If a Member elects to receive a Life Annuity pursuant to option (iv) above, the Life Annuity
shall be (i) if the Member has no Spouse as of the date as of which distributions commence or the
Member’s Spouse consents in writing to such election which consent acknowledges the effect of the
election and is witnessed by a notary public, a single life annuity paying a level monthly benefit
to and for the life of the Member commencing on the date as of which the amount to be distributed
is determined providing that, if the Member has not received payments for 120 months at the time of
his death, such payments will continue to the Member’s Beneficiary until 120 monthly payments have
been made to the Member and his Beneficiary, or (ii) if the Member has a Spouse on such date, a
joint and survivor annuity, actuarially equivalent to the life annuity described in clause (i),
providing a reduced monthly benefit commencing on the date as of which the amount to be distributed
is determined payable to and for the life of the Member, providing further that, if the Member has
not received payments for 120 months at the time of his death, such payments will continue to the
Member’s Spouse until 120 monthly payments have been made to the Member and his Spouse, and in the
event his Spouse is surviving at the end of such 120-month period, a benefit payable to and for the
life of such Spouse, in an amount equal to one-half of the reduced amount payable to the Member.
No further payments shall be made pursuant to clause (ii) of the preceding sentence in the event
that both the Member and his Spouse die





36









 







before the end of such 120-month period. The annuities described in the preceding sentences
shall be provided through the purchase, by the Trustee, of a single-premium life annuity contract
from an insurance company licensed to do business in the United States. The premium for the life
annuity contract shall be the entire balance in the Member’s Accounts on the date his benefits
commence. The Member shall have the right to elect, revoke or change any election under option
(iv) at any time during an election period meeting the requirements of Section 417(a)(6) of the
Internal Revenue Code, provided the Member obtains any necessary written spousal acknowledgment and
consent. The Administrative Committee shall, prior to the date on which a Member becomes eligible
for benefits under this subsection (b) notify the Member of the provisions of this subsection. The
Administrative Committee may promulgate such rules and regulations it deems advisable and
appropriate for administration of this subsection.




          Further, notwithstanding any other provisions to the Plan, the elections under paragraph (iv)
of this subsection shall only apply with respect to the aggregate value of amounts in the Member’s
Accounts as of December 31, 1994. Any amounts that exceed the aggregate value of the Member’s
Accounts as of December 31, 1994 may only be distributed to the Member as a lump sum, if the amount
of the distribution from the Member’s Accounts does not exceed the Applicable Dollar Amount as
defined in Section 11.1(a) or if the amount does exceed the Applicable Dollar Amount as defined in
Section 11.1(a) only those options available under Section 11.b(i),(ii), (iii) and (v) are
available.




          Notwithstanding any of the provisions of this Article XI to the contrary, effective April 1,
2002, the only distribution option or options available to a Member under Subsection 11.3(b) shall
be those options set forth in Subsections 11.3(b)(i),(ii),(iii) and (v).





(c) Death. If (i) the Member dies before any payments of his Accounts in the
Plan have been made to him and the aggregate value of the Member’s Accounts does not
exceed the Applicable Dollar Amount (as defined in sub-section 11.1 (a)) or (ii) the
Member dies after payments of his Accounts in the Plan have commenced and there is
still a remaining amount in the Member’s Accounts in the Plan, the Member’s
Beneficiary may select a distribution of the Member’s Accounts in one of the
following ways:




A. If the Member’s Beneficiary is the spouse of the Member: 




	 	(1)	 	in one lump sum, payable at any time up to the
later of the end of the calendar year in




37









 






	 	 	 	which the Member would have attained age 70 1/2 or the end of the
calendar year in which the Member dies; or
	 
	 	(2)	 	in part in one lump sum with the balance in
installments over a period not to exceed the life expectancy of the
spouse, commencing no later than the later of the end of the calendar
year in which the Member would have attained age 70 1/2 or the end of the
calendar year in which the Member dies; or
	 
	 	(3)	 	in installments over a period not to exceed the
life expectancy of the spouse, commencing no later than the later of the
end of the calendar year in which the Member would have attained age 70
1/2 or the end of the calendar year in which the Member dies; or
	 
	 	(4)	 	Effective March 1, 2001, up to two partial lump
sum payments each calendar year, as elected by the Spouse, until the
Member’s Accounts in the Plan are fully distributed, provided, however,
that if the Member’s Accounts have not been fully distributed by the
later of the end of the calendar year in which the Member attains age 70
1/2 or the end of the calendar year in which the Member dies, the balance
shall be distributed commencing as of the end of such calendar year in
installments over a period not to exceed the life expectancy of the
spouse or as a lump sum.





          The amount of any distribution to be made in installments to the spouse of a Member shall be
held in such Investment Funds under the Plan as elected by the spouse, participating
proportionately in the gains, losses, income and expenses of such Funds during the distribution
period. If distributions are made in monthly installments, the amount of each monthly installment
shall be determined as of the day of distribution, by dividing the amount then remaining on hand
for distribution by the number of monthly installments yet to be made. If distributions are made in
annual installments, the amount of each annual installment shall be determined as of the date as of
which distributions commence and as of each anniversary thereof by dividing the amount then
remaining on hand for distribution by the number of annual installments yet to be made.




          Notwithstanding the foregoing, in the case of a Member who has elected a Life Annuity under
Subsection 11.3(b)(iv) prior to April 1, 2002, and who dies before the benefit commencement date,









38









 







the foregoing rules shall not apply, and the Member’s Accounts shall be distributed to his
Spouse in the form of a single life annuity paying a level monthly benefit for the life of the
Spouse, commencing on the date as of which the amount distributed is determined and providing that
if the Spouse has not received payments for 120 months at the time of her death, such payments
shall continue for the remainder of such 120-month period to the Spouse’s Beneficiary, unless the
Spouse elects to receive payments in a lump sum or in installments pursuant to options (1), (2) or
(3) above. The annuity described in the preceding sentence shall be provided through the purchase
by the Trustee, of a single-premium life annuity contract from an insurance company licensed to do
business in the United States. The premium for the life annuity contract shall be the entire
balance in the Member’s Accounts on the date of his death; provided, however, that in no event
shall less than 50% of such balance in that Member’s Accounts be applied to purchase the life
annuity for the Spouse.





	 	B.	 	If the Member’s Beneficiary is not the spouse of the
Member:
	 
	 	(1)	 	in one lump sum payable as soon as practicable after the death of
the Member; or
	 
	 	(2)	 	in one lump sum payable on the December 31st
coinciding with or next following the fifth anniversary of the death of the
Member.






C. Notwithstanding any of the provisions of this Section 11.3 to the contrary, if a
Member dies after the end of the calendar year in which the Member attains age 70 1/2
while still receiving payments from his Accounts in the Plan, the payment methods
available to a Member’s Beneficiary (whether or not the Beneficiary is the spouse of
the Member) are subject to the minimum distribution requirements of Section 401 (a)
(9) of the Code.




D. If a Member has not designated a Beneficiary for the Member’s Accounts, or if no
Beneficiary designation is effective, or if the beneficiary pre-deceases the Member
without another beneficiary being designated, the Member’s Accounts shall be paid in
accordance with the provisions of Section 17.8 (b) of the Plan.




(d) Transfer of Accounts to Plan of Affiliated Company. A Member who
terminates employment with the Employers but who is transferred without
intervening employment to the employ of an Affiliated Company which is not
an Employer, shall



39









 







be entitled to elect, in lieu of any other benefit or form of distribution
payable under the Plan, to have the amounts credited to his Accounts
transferred directly to a qualified thrift or savings plan
maintained by the Affiliated Company which employs such Member.




(e) With respect to distributions under the Plan made in calendar years
beginning on or after January 1, 2001, the Plan will apply the minimum
distribution requirements of Section 401(a)(9) of the Internal Revenue Code
in accordance with the regulations under Section 401(a)(9) that were proposed
in January 2001, notwithstanding any provision of the Plan to the contrary.
This provision shall continue in effect until the end of the last calendar
year beginning before the effective date of final regulations under Section
401(a)(9) or such other date specified in guidance published by the Internal
Revenue Service.



          11.4 Distributions shall be charged to the Member’s Accounts in the Fund. The amount of any
distribution of less than the Member’s entire balance in his Accounts shall be paid from the
Member’s Account in the Plan according to the following order: Supplemental After-Tax Contribution
Account, Basic After-Tax Contribution Account, Rollover Contribution Account, Employer Contribution
Account, GSOP Account, Supplemental Tax-Deferred Contribution Account, and Basic Tax-Deferred
Contribution Account




          11.5 The distributable amount in a Member’s Account shall be determined on the basis of the
value of such Account on the day preceding the date as of which such distribution is effected.




          11.6 Unless a Member otherwise elects, the distribution of benefits under the Plan to him
shall commence no later than the 60th day after the latest of the close of the Plan Year in which
(a) the Member attains age 65, (b) the Member completes 10 years of participation in the Plan, or
(c) the Member terminates his service with the Employers and the Affiliated Companies.
Notwithstanding the preceding sentence, a Member whose total vested Accounts exceed the Applicable
Dollar Amount (as defined in subsection 11.1(a) of the Plan) shall be required to file a claim for
benefits before the payment of benefits will commence, except as may be otherwise required in order
to comply with the distribution requirements hereinafter set forth in this Section 11.6.
Anything in this Plan to the contrary notwithstanding, effective January 1, 1999, distributions
under the Plan to a Member (other than a 5-percent owner, as defined below) shall commence no later
than April 1 of the calendar year next following the later of (i) the calendar year






40









 







in which he attains age 701/2 or (ii) the calendar year in which the Member terminates his
service with the Employers and the Affiliated Companies. However, notwithstanding the immediately
preceding sentence any Member who has attained age 70 1/2 before January 1, 1999 and is still
employed with an Affiliated Company, and who is not a 5-percent owner of an Employer within the
meaning of Section 416(i)(1)(B)(i) of the Internal Revenue Code (“5- Percent Owner”) shall have a
one-time election to either continue receiving or begin to receive distributions of his benefit
from the Plan under Section 401(a)(9) of the Internal Revenue Code or else defer receipt of any
further benefit payments until he actually retires. If the Member is a 5-Percent Owner,
distribution of such Member’s Accounts under the Plan shall commence no later than April 1 of the
calendar year next following the calendar year in which he or she attains age 70 1/2, even if such
Member has not yet terminated from employment.




          11.7 A Member terminating service with the Employers who elects (or, by operation of
sub-section 11.1(a) or 11.1(d) or the first paragraph of Section 11.2, is deemed to have elected)
to defer the distribution of his vested Accounts shall continue to be entitled to direct the
investment of such vested Accounts in accordance with Article VII pending distribution.




          11.8 Prior to the time a Member commences to receive payments from his Accounts, the Member
may change the payment method he has selected under subsection 11.3 (b). A Member who is receiving
payments from his Accounts and who has selected an installment method of payment under subsection
11.3 may change the remaining period over which the installment payments shall be made (but not
more than once within a 12 month period), including selecting an immediate single lump sum payment
of the remaining balance, provided, however, the modified payment period cannot exceed the life
expectancies of the Member and the Member’s spouse.




          The Beneficiary of a Member may change the payment method the Beneficiary has selected under
subsection 11.3 (c) prior to the time the Beneficiary commences to receive payments from the
Account of the Member. If a Member’s spouse has selected an installment method of payment under
subsection 11.3(c), the spouse may change the remaining period over which the installment payments
shall be made (but not more than once within a 12 month period), including selecting an immediate
single lump sum payment of the remaining balance, provided, however, the modified payment period
cannot exceed the life expectancy of the spouse.




          11.9 Effective with withdrawals or distributions made on or after January 1, 1993,
notwithstanding any provision of the Plan to the contrary that would otherwise limit a
distributee’s election under this Article, a distributee may elect, at the time and in the





41









 







manner prescribed by the Plan administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the distributee in a direct
rollover. Such distribution may commence less than 30 days after the notice required under Section
1.411(a)-11(c) of the Income Tax Regulations is given, provided that:





	 	(1)	 	the Plan administrator clearly informs the Member that the Member
has a right to a period of at least 30 days after receiving the notice to
consider the decision of whether or not to elect a distribution (and, if
applicable, a particular distribution option), and
	 
	 	(2)	 	the Member, after receiving the notice, affirmatively elects a
distribution.





          For purposes of this Section, an eligible rollover distribution is any distribution of all or
any portion of the balance to the credit of the distributee, except that an eligible rollover
distribution does not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of the distributee and the
distributee’s designated beneficiary, or for a specified period of ten years of more; any
distribution to the extent such distribution is required under Section 401(a)(9) of the Internal
Revenue Code; any hardship distribution under Section 401(k)(2)(B)(i)(IV) of the Internal Revenue
Code; and the portion of any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to employer
securities).




          For the purpose of this Section, an eligible retirement plan is an individual retirement
account described in Section 408(a) of the Internal Revenue Code, an individual retirement annuity
described in Section 408(b) of the Internal Revenue Code, an annuity plan described in Section
403(a) of the Internal Revenue Code, or a qualified trust described in Section 401(a) of the
Internal Revenue Code, that accepts the distributee’s eligible rollover distribution. However, in
the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan
is an individual retirement account or individual retirement annuity.




          For purposes of this Section, a distributee includes an Employee or former Employee. In
addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former
Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations
order, as defined in section 414(p) of





42









 







the Internal Revenue Code, are distributees with regard to the interest of the spouse or
former spouse.




          For purposes of this Section, a direct rollover is a payment by the plan to the eligible
retirement plan specified by the distributee.




ARTICLE XII




LOANS




          12.1 (a) A Member who is in the active service of an Employer or a former Member who is
still employed by an Affiliated Company may borrow from the Plan an amount which does not
exceed the smallest of:




          (i) $50,000 minus the (i) excess of the highest outstanding loan balance of the Member
during the twelve months preceding the date as of which the loan is made over (ii) the
outstanding balance of loans from the Plan on the date on which such loan is made, or




          (ii) the excess of (a) 50% of the balance of the Member’s vested Accounts determined as of
the day preceding the date on which the loan is made, over (b) the outstanding balance of the
Member’s loans on such date, or




          (iii) such lesser maximum as the Administrative Committee may establish to apply uniformly
to all loans under the Plan.




          (b) The minimum amount of any loan shall be $1,000; loans shall be granted in $50
increments.




          (c) Loans shall be granted for a minimum term of six months, or for a greater term that
is an integral multiple of a month up to a maximum term of 5 years; provided that the term of
the loan may not result in weekly payments of less than $5.00 or $10.00 bi-weekly.
Notwithstanding anything to the contrary in the foregoing sentence, a loan made specifically
for the purpose of acquiring a dwelling unit which within a reasonable period of time
(determined at the time the loan is made) will be used as the Member’s principal residence may
be for a term not to exceed 30 years.




          (d) Loans shall bear a rate of interest as the Administrative Committee may determine from
time to time, in





43









 







guidelines promulgated for such purpose and communicated to Members, in accordance with the
provisions of Section 4975(d)(1) of the Internal Revenue Code, Section 408(b)(1) of the Act and
the regulations thereunder, and other applicable legal requirements.




          12.2 A Member may request only two loans from the Plan in any Plan Year. No more than two
loans to any Member may be outstanding at any time; provided, however, until January 1, 1995,
that a Member who makes an application for a loan prior to the repayment of such two
outstanding loans shall be granted a new loan only if the Member repays one of his prior
outstanding loans, or if the combined balance of the outstanding loan balance of his most
recent loan and the loan balance of the new loan is scheduled to be repaid within five years
(or, effective July 1, 2001, four years) from the date the outstanding loan was first issued.




          12.3 A Member’s application for a loan shall consist of a note to the Trustee or Insurance
Company establishing the Member’s personal liability therefor and an authorization for payroll
deductions to the extent necessary to satisfy the principal and interest, in such forms as
prescribed by the Administrative Committee. In addition, if the Member is married on the date
the loan is made, the written consent of the Member’s Spouse to the making of the loan and to
the possible reduction of the Member’s Account under the terms of the Plan to satisfy the loan
obligation must be obtained. Such consent shall be given within the 90-day period prior to the
making of the loan, in such form as prescribed by the Administrative Committee. In addition, a
Member requesting a loan for the purchase of a principal residence must submit with the loan
application a copy of the executed purchase and sale contract with respect to such residence.




          12.4 Loans shall be repaid by payroll deductions in substantially equal installments
computed to repay the principal and interest at the declared rate over the term of such loans.
A lump sum repayment of the entire outstanding balance of a loan may be made by the Member at
any time; however, partial prepayment shall not be permitted




          12.5 Loans from the Plan shall not operate to reduce a Member’s Accounts when made, but
shall be considered a directed investment of such Accounts in the Member’s note to the Trustee
or Insurance Company. However, the making of a loan shall not be considered a change of
investment election or a transfer election for the purposes of Section 7.1. Each loan shall be
made from the balance in each of the investment funds in which his Accounts are then invested
(determined as of the date before the loan is made) in the proportion that the Member’s balance
in each such fund bears to the total of the Member’s balances in all such investment




44









 







funds. Loans shall be considered as made from within each Member’s Accounts in the
following order: Tax-Deferred Contribution Account, vested balance in Employer Contribution
Account, Rollover Contribution Account, Basic After-Tax Contribution Account and Supplemental
After-Tax Contribution Account. Repayment of loans shall be made to such Member’s Accounts in
the inverse order from which they were considered as made, and shall be credited for investment
in accordance with the Member’s investment election then in effect under Article VII.




          12.6 Each loan to a Member shall be secured by 50% of the vested balance in the Member’s
Accounts. In the event of default, the Tax-Deferred Contribution Account shall be considered
the last account to be used for satisfaction of the loan balance if a distribution or withdrawal
could not then be made from such account pursuant to Section 401(k) of the Internal Revenue
Code.




          12.7 Anything in the Plan to the contrary notwith-standing, a Member shall not be permitted
to make any withdrawal or funds which would reduce the aggregate balance of his vested Accounts
below an amount equal to the outstanding principal balance (and accrued interest thereon) of his
loans from the Plan.




          12.8 In the event of termination of employment with all Employers, a Member’s loan balance
and accrued interest shall become due and payable and, if such loan balance and interest is not
repaid within 90 days after such termination of employment, the Member shall be deemed to have
elected a withdrawal in such amount and such deemed withdrawal will be applied to satisfy the
Member’s liability on the loan.




          12.9 The Administrative Committee may prescribe such other terms and conditions for loans
not inconsistent with the foregoing requirements as the Administrative Committee may deem
desirable.




45









 








ARTICLE XIII




APPLICATION OF FORFEITURES




          Any amount which shall be forfeited by a Member pursuant to Section 5.2, 6.8(b) or 11.2 shall
be applied, as soon as practicable, to reduce Employer Contributions.




ARTICLE XIV




FUNDING




          The Company, by action of the Board of Directors, shall designate the Trustee or Trustees
or Insurance Company to act under the Plan. The Company may, without reference to or action by
any Employee, Member or Beneficiary or any other Employer, enter into a trust agreement or
agreements with the Trustee or Trustees or a contract or contracts or policy or policies with
the Insurance Company and from time to time enter into further agreements with either amending
the same. The Company may at any time remove the Trustee or Trustees and appoint a successor
Trustee or Trustees or may designate an additional or substitute Insurance Company.




ARTICLE XV




ADMINISTRATION




          15.1 (a) The Plan shall be administered by the Administrative Committee and the Investment
Committee which shall have the respective powers, duties and responsibilities set forth in
specific provisions of the Plan and otherwise in accordance with the Sections of this Article
XIV for carrying out the provisions of the Plan.




          (b) There shall be nine members of the Administrative Committee, composed of the Director
of Employee Benefits of the Company, as chairperson, the Vice President, Controller of the
Company and three human resource representatives of Affiliated Companies located in the United
States, designated from time to time by the Vice President of Human Resources of the Company.
There shall be three members of the Investment Committee, composed of the Chief Financial
Officer of the Company, as chairperson, the Vice President, Treasurer of the Company and the
Vice President — Human Resources of the Company. Effective March 1, 2001, there shall be six
members of the Investment Committee, composed of the



46









 







          Chief Financial Officer of the Company, as chairperson; Vice President, Treasurer of the
Company; Vice President – Human Resources of the Company; Senior Vice President – Legal Counsel
of the Company; Vice President – Mergers & Acquisitions of the Company; and Vice President –
Accounting & Controls of the Company. A member of either of the Committees may, but
need not, be a Member of the Plan. Each person appointed a member of either of the Committees
shall signify his acceptance by filing a written acceptance with the Board of Directors and with
the secretary of the applicable Committee. Any member of either of the Committees may be
removed by the Board of Directors or may resign by delivering his written resignation to the
Board of Directors and to the secretary of the applicable Committee.




          (c) The chairperson of each of the Committees shall appoint a secretary for such Committee,
who need not be a Member of the Plan nor a member of such Committee. Each of the Committees may
delegate to one or more sub-committees comprised of its members the powers of such Committee as
its members shall determine; may authorize one or more of its members or any agent to exercise
any of such Committee’s powers, ministerial or discretionary, or to execute or deliver any
instrument or make any payment in its behalf; and may employ such counsel, accountants,
actuaries and other agents and clerical services as it requires in carrying out the provisions
of the Plan over which such Committee has any responsibility.




          (d) Each of the Committees shall hold meetings upon such notice, at such place or places,
and at such time or times as its members may determine from time to time. A numerical majority
of the members of the applicable Committee then in office shall constitute a quorum for the
transaction of such Committee’s business. All resolutions or other actions taken by the
applicable Committee shall be by the vote of a three-fifths majority of those present at a
meeting, or by a writing signed by at least three-fifths of all members at the time in office if
they act without a meeting.




          (e) All expenses incurred in connection with the administration of the Plan and the Fund,
including but not limited to the compensation of the Trustee, Insurance Company and the members
of the Committees, administrative expenses and proper charges and disbursements of the Trustee,
Insurance Company and the Committees, and compensation and other expenses and charges of any
actuary, legal counsel, accountant, investment advisor, broker, specialist or other person
employed by the Trustee, Insurance Company or either of the Committees, shall be borne by the
respective Employers in such proportions as shall be agreed upon based upon the inclusion in the
Plan of their respective Employees (effective January 1, 1995, all such expenses shall be





47









 







paid from the Fund unless paid by the respective Employers in such proportions as shall be
agreed upon based upon the inclusion in the Plan of their respective Employees); provided,
however, that no member of either of the Committees shall receive any compensation for his
services as such except as the Act may permit. Brokerage fees, transfer taxes and other
expenses incident to the purchase or sale of securities by the Trustee shall be deemed to be
part of the cost of such securities, or deducted in computing the proceeds therefrom, as the
case may be. Taxes, if any, on any assets held by the Trustee shall be charged appropriately
against the Member’s Accounts in such manner as the Investment Committee shall determine.




          15.2 (a) The Administrative Committee shall be responsible for the administration,
interpretation and compliance requirements pertaining to the Plan. These responsibilities
include, but are not limited to, reviewing claims and adjudicatory appeals; monitoring Plan
compliance with laws, regulations and court decisions as related to Plan design, administration,
communication and reporting requirements; approving actuarial tables for optional forms of
benefit payments; and approving jointly with the Investment Committee, the payment of
administrative expenses from the Fund.
Subject to the provisions of the Plan, the Administrative Committee shall from time to time
establish rules for the carrying out of its duties and responsibilities under the Plan.




          (b) If any claim for benefits under the Plan is denied, the Administrative Committee shall
give notice in writing, by registered or certified mail, of such denial to the affected Member
or Beneficiary, setting forth the specific reasons for such denial and advising him that he may
request further review by the Administrative Committee of the decision denying such claim by
filing with the Administrative Committee, within 60 days after the date of mailing of such
notice, a request for such review. If the Member or Beneficiary files such request for review,
such review shall be made within sixty (60) days after the receipt of a written request for such
review unless a hearing is necessitated to determine the facts and circumstances, in which
event a decision shall be rendered as soon as possible, but not later than one hundred and
twenty (120) days after receipt of a request for review.




          (c) The decisions of the Administrative Committee or its actions with respect to the Plan
and the records of the Committee shall be conclusive and binding upon each Employer and all
persons having or claiming to have any right or interest in the Plan or Fund. The
Administrative Committee has full and exclusive discretionary authority under the Plan to
determine eligibility for benefits and to construe the terms of the Plan.





48









 





Any interpretation or determination made pursuant to such discretionary authority shall be given
full force and effect unless it can be shown that the interpretation or determination was
arbitrary and capricious.




          15.3 (a) The Investment Committee shall be responsible for investing the assets of the Plan
and monitoring the investment performance of the investment funds made available from time to
time under the Plan for investment of Members’ Accounts. The Investment Committee also shall be
responsible for selecting and monitoring the appropriate fund managers for each such investment
fund, and shall be responsible for selecting and monitoring the Trustee and/or Insurance
Company. These responsibilities include, but are not limited to, determining asset allocation;
insuring compliance with laws, regulations and court decisions concerning Plan assets; and,
approving jointly with the Administrative Committee, fees paid from the Fund for investment
managers, trustee fees and related charges.




          (b) The decisions of the Investment Committee or its actions with respect to the Plan and
the records of the Committees shall be conclusive and binding upon each Employer and all persons
having or claiming to have any right or interest in the Plan or Fund.




          15.4 The members of each of the Committees and each Employer and the Company and the
officers and directors of each Employer or of the Company shall be entitled to rely upon all
tables, valuations, certificates and reports made by any duly appointed actuary or accountant,
and upon all opinions given by any duly appointed legal counsel. The members of each of the
Committees and each Employer and the Company and the officers and directors thereof shall be
fully protected in respect of any action taken or permitted by them in good faith in reliance
upon such tables, valuations, certificates, reports or opinions and all actions so taken or
permitted shall be conclusive upon each of them and upon all persons having or claiming to have
any interest in or under the Plan. With respect to actions so taken, no member of either of the
Committees or any officer or director of the Employer or the Company shall be personally liable
by virtue of any instrument made or executed by him or on his behalf as a member of the
applicable Committee or any officer or director of the Employer or the Company, or any mistake
of judgment made by him or any other member of the applicable Committee or any officer or
director of the Employer or the Company, nor for any neglect, omission or wrongdoing of any
other member of the applicable Committee or any officer or director of the Employer or the
Company or of anyone employed by an Employer or the Company, nor for any loss unless resulting
from his own gross negligence or willful misconduct, except as the Act may otherwise require.
Each




49









 







person who is or has been a member of either of the Committees or who is or has been an officer
or director of an Employer or Company shall be indemnified, with respect to actions so taken,
by the Employers or the Company against expenses and losses (including amounts paid in
settlement with the approval of the Company) reasonably incurred by him in connection with any
action, suit or proceeding to which he may be a party or with which he shall be threatened by
reason of his being, or having been, a member of the applicable Committee or an officer or
director of an Employer or the Company, except in relation to matters as to which he shall be
adjudged in such action, suit or proceeding to be liable for gross negligence or willful
misconduct in the performance of his duty as such member of the applicable Committee or as an
officer or director of an Employer or the Company. The foregoing rights of indemnification
shall be in addition to any other rights to which any member of each of the Committees or such
officer or director of the Employer or the Company may be entitled as a matter of law.




          15.5 Special Authority in the Event of a Divestiture. In the event of a divestiture
either through a sale of stock, assets only or substantially all of the assets and liabilities
of an Employer or a division thereof, the Administrative Committee shall have both the
discretion and the authority, consistent with the terms of the applicable Agreement of Purchase
and Sale, and on the basis of uniform and nondiscriminatory rules, to take all necessary and
proper action to transfer such assets of the Plan to a successor qualified plan under Section
401(a) of the Internal Revenue Code as may be required by said Agreement and/or:




          (a) to designate Members, employed by the Employer or division thereof being divested, as
having a 100% vested interest with respect to all Employer Contributions and income thereon
allocated to their respective Member Account(s) as of or after the effective date of sale
regardless of the Members’ years of Continuous Employment with the Company or an Affiliated
Company; and/or




          (b) to allocate the Employer Contribution for any calendar year to Members employed by the
Employer or division thereof being divested, as of the Closing Date or some later date prior to
the end of the calendar year, as determined by the Administrative Committee, pursuant to the
allocation provision for Employer Contributions set forth in Section 5.1 hereof, but accruing
liability for said Employer Contribution as of the designated allocation date. Further,
notwithstanding anything to the contrary in Article V, payment may, at the discretion of the
Administrative Committee on the basis of uniform and nondisriminatory rules not inconsistent
with the terms of the applicable Agreement of Purchase and Sale, be made by the Company




50









 







to the Trustee no later than 90 days following the later of the Closing Date or any date
designated by the Administrative Committee, prior to the December 31 following a Member’s
separation from service. The Employer or successor thereto, whose employees are recipients of
this early Employer Contribution, shall pay to the Company not later than the date on which
the remaining Employer Contribution is paid to the Trustee for the calendar year, the amount of
the total accrued Employer Contribution liability for all Members employed by the divested
Employer or division thereof, whose employment terminated in the calendar year.




          Notwithstanding anything to the contrary in the provisions of Section 5.1 hereof, the
Company, at the discretion of the Investment Committee, shall make such additional
contributions in cash to the Fixed Rate Fund of the Plan as may be required for any calendar
year, equal in amount to any market value adjustment penalties imposed under the terms of any
guaranteed income contract in which the assets of said Fund are invested, resulting from the
transfer of assets attributable to the Accounts of Employees of an Employer or a division
thereof, which, pursuant to an Agreement of Purchase and Sale, are transferred to a
tax-qualified defined contribution plan maintained by the acquiring company or a subsidiary
thereof. In the event the Company makes the additional contribution herein described, the
Employer(s) each shall pay to the Company the allocable amount of their accrued liability for
such additional contribution as determined by the Administrative Committee. The additional
contributions and all such payments shall be made not later than the date designated by the
Administrative Committee.




          15.6
Special Authority in the Event of a Plant Closing In the event of the cessation of operations at any plant or establishment of an Employer, the
Administrative Committee shall have both the discretion and the authority to take all necessary
and proper action to:




          (a) designate, on a uniform and nondiscriminatory basis, Members employed at any plant or
establishment of an Employer who cease to be Employees as a result of the cessation of
operations at said plant or establishment as having a 100% vested interest in their Employer
Contribution Accounts as of any date established by the Administrative Committee not later than
the date of complete cessation of operations at the plant or facility regardless of the Members’
years of Continuous Employment with the Company or an Affiliated Company; and/or




          (b) allocate the Employer Contribution for any calendar year to Members who cease to be
Employees as a result of the cessation of operations at a plant or establishment of an




51









 







Employer, on a uniform and nondiscriminatory basis, as of any date(s) prior to the end of
the calendar year established by the Administrative Committee as the allocation date(s),
pursuant to the allocation provision for Employer Contributions set forth in Section 5.1, but
accruing liability for the Employer Contribution as of the designated allocation date. Further,
notwithstanding anything to the contrary in Article V, payment for the Employees vested in the
Employer Contribution pursuant to subparagraph (a) of this Section 15.6 may be made by the
Company to the Trustee no later than 90 days following the date designated by the Administrative
Committee as the allocation date. The Employer, or successor thereto, whose employees are
recipients of this early Employer Contribution shall pay to the Company not later than the
Employer Contribution is paid to the Trustee for the calendar year, the amount of the total
accrued Employer Contribution liability for all Members whose employment terminated in the Plan
as a result of the cessation of operations of the plant or establishment.




ARTICLE XVI




APPROVAL BY THE INTERNAL REVENUE SERVICE




          16.1 The Employer intends to secure a determination that the Plan continues to be a
qualified Plan under Section 401 of the Internal Revenue Code.




          16.2 Any modification or amendment of the Plan or the trust agreement or Insurance Company
contract may be made retro-actively by the Company, if necessary or appropriate to cause the
Plan to qualify or maintain its qualification as a plan and/or trust meeting the requirements of
applicable sections of the Internal Revenue Code and/or other Federal and State laws, as now in
effect or hereafter amended or enacted or a determination to that effect. Any such modification
or amendment, however, shall not adversely affect any right or obligation of any Member
theretofore accrued.




ARTICLE XVII




GENERAL PROVISIONS




          17.1 As soon as practicable following the end of each Plan Year the Administrative
Committee shall furnish to each Member a statement as of the end of such Plan Year setting
forth the balance credited to each of his Accounts in the Fund.




          17.2 All elections, notices, designations and other





52









 







communications to the Administrative Committee shall be in the respective forms from time to
time prescribed by the Administrative Committee and shall be mailed or delivered to the
Administrative Committee in care of the Member’s Employer, and shall be deemed to have been duly
given upon receipt by the Administrative Committee.




          17.3
The establishment of the Plan shall not be construed as conferring any legal rights
upon any Employee or any other person for a continuation of employment, nor shall it interfere
with the rights of any Employer to discharge any Employee and/or to treat him without regard
to the effect which such treatment might have upon him as a Member.




          17.4 All benefits payable under the Plan shall be paid or provided for solely from the
Fund and neither the Company nor any other Employer assumes any liability therefor. The Plan is
intended to constitute a plan described in Section 404(c) of the Act and the regulations
thereunder, and the fiduciaries of the Plan may be relieved of liability for any losses which
are the direct and necessary result of investment instructions given by a Member or Beneficiary.
Each Member assumes all risk connected with any decrease in the market value of any assets
held by the Trustee or Insurance Company under the Plan. Neither the Trustee, the Committees
nor any Employer in any way guarantees the Fund against loss or depreciation, or the payment of
any amount which may be or become due to any person from the Fund.




          17.5 If any person to whom a payment is due hereunder is a minor or is determined by the
Administrative Committee to be incompetent by reason of physical or mental disability, the
Administrative Committee shall have the power to cause the payments becoming due to such
person to be made to another for the benefit of the minor or incompetent, without responsibility
of any Employer, the Committees, the Trustee or the Insurance Company to see to the application
of such payment. Payments made pursuant to such power shall operate as a complete discharge of
all Employers, the Committees, the Trustee, the Insurance Company and the Fund.




          17.6 No right or interest of any Member in the Plan shall be alienable, assignable or
transferable, or, to the extent permitted by law, subject to any lien, in whole or in part,
either directly or by operation of law, or otherwise, including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner, and no
right or interest of any Member in the Plan shall be liable for, or be subject to, any
obligation or liability of such Member. This Section 17.6 shall apply to the creation,
assignment or recognition of a right to any benefit payable with respect to a Member pursuant
to a domestic relations order but shall not apply





53









 







if the order is determined by the Administrative Committee to be a qualified domestic relations
order within the meaning of Section 414(p) of the Internal Revenue Code. Notwithstanding any
provision of the Plan to the contrary, benefits shall be payable in accordance with the
applicable terms of a qualified domestic relations order. Also, notwithstanding any provision
of the Plan to the contrary, a Member’s benefits assigned to an alternate payee, within the
meaning of Section 414(p)(8) of the Internal Revenue Code, under a qualified domestic relations
order which provides that such assignment is to be immediately distributable, can be distributed
to such alternate payee as soon as administratively possible after a determination is made by
the Administrative Committee that such assignment is made pursuant to a qualified domestic
relations order, even if the Member is still employed by an Employer.




          17.7 In the event any distribution mailed to a Member or Beneficiary at his or her last
known address remains unclaimed by the Member or Beneficiary, as the case may be, for a period
of 24 months and payment cannot be made alternatively to the estate of either and no surviving
spouse, child, parent, brother or sister, or grandchild of the Member or Beneficiary are known
to the Employer or the Trustee or the Insurance Company, or if known, cannot with reasonable
diligence be located, the amount payable shall be placed in a separate interest bearing fund or
otherwise dealt with as may be required by applicable law for eventual distribution in such
manner as may be required by applicable law.




          17.8 (a) Any Member may at any time and from time to time designate the Beneficiary to
whom the amounts in his Accounts shall be delivered in the event of the death of such Member.
Any such designation shall take precedence over any testamentary or other disposition. Such
designation or any change or cancellation of such designation under this Plan shall become
effective only upon the receipt thereof by the Administrative Committee as provided in Section
17.2, and shall then relate back to the date of its execution; provided, however, that neither
the Trustee, the Insurance Company, the Committees, the Company, nor any Employer shall be
liable by reason of any payment made before receipt of such designation, change, or cancellation
to the Member’s estate or to any Beneficiary theretofore designated. Notwithstanding the
foregoing, if a Member is married, the Member shall be deemed to have designated his spouse as
his Beneficiary (regardless of whether any contrary designation is then on file with the
Administrative Committee) and such spouse shall be his Beneficiary for purposes of the Plan,
unless the Member designates another person or persons as his Beneficiary with the con-sent of
such spouse (which consent must be in writing and witnessed by a notary public).




54









 








          (b) If no Beneficiary designation is effective pursuant to this Section 17.8 or if the
Administrative Committee or the Trustee or the Insurance Company shall be in doubt as to the right
of any claimant, or if a designated Beneficiary shall predecease the Member, the amount in
question may, in the discretion of the Administrative Committee, be paid directly to the estate of
the Member, in which event the Trustee, the Insurance Company, the Employers, the Company and the
Committees shall have no further responsibility or liability with respect thereto. However,
notwithstanding the immediately preceding paragraph, effective April 1, 2001, if no Beneficiary
designation is effective pursuant to this Section 17.8 or if the Administrative Committee or the
Trustee or the Insurance Company shall be in doubt as to the right of any claimant, or if a
designated Beneficiary shall predecease the Member, the amount in question shall be paid first to
the surviving spouse; if no surviving spouse, then to all the surviving children in equal shares
and, if no surviving spouse or surviving children, then to the estate of the Member.




          (c) Upon receipt by the Administrative Committee of evidence satisfactory to it of the
death of a Member and of the existence and identity of the Beneficiary designated by the Member
entitled to benefits, the Trustee or Insurance Company shall pay to such Beneficiary an amount
equal to the balance of the Member’s Accounts in accordance with the provisions of Section 11.1.




          17.9 Notwithstanding anything in the Plan to the contrary, contributions, benefits and
service credit with respect to qualified military service will be provided in accordance with
Section 414(u) of the Internal Revenue Code. The Plan will comply with any applicable
provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994, effective
as of the relevant effective dates of the Act.




          17.10 The Administrative Committee is designated as the agent of each Employer and of the
Plan for service of process to commence any legal proceeding against the Employer or against the
Plan pertaining to this Plan or the determination of any rights hereunder.




          17.11 The validity of the Plan or any of its provisions shall be determined under, and it
shall be construed and administered according to, the laws of the State of New York, except may
be required by any provision of the Act.




55









 








ARTICLE XVIII




AMENDMENT AND TERMINATION




          18.1 The Company, by action of the Board of Directors, at any time or from time to time
may amend or modify the Plan to any extent that it may deem advisable. No such amendment
shall:





          (1) increase the duties and responsibilities of the
Trustee or Insurance Company without its consent;




          (2) have the effect of revesting in any Employer the whole of any part of the
principal or income of the Fund or of diverting any part of such principal or income to
purposes other than for the exclusive benefit of the Members and their beneficiaries; or




          (3) cause any reduction in any Member’s Accounts (within the meaning of Section
411(d)(6) of the Internal Revenue Code or his vested interest therein).



          If any vesting schedule under the Plan is amended, each Member who has completed at least
three (3) years of Continuous Employment, to whom such vesting schedule was applicable and whose
vested percentage could be less if the amended schedule were applied to him, shall be entitled to
elect to remain subject to the vesting schedule(s) in effect prior to such amendment.




          18.2 The Company, by action of the Board of Directors, at any time may discontinue all
Contributions under the Plan or terminate the Plan in whole or in part. Each Employer may, by
action of its Board of Directors, take similar action as to Members who are its employees.
Upon complete discontinuance of contributions under the Plan or complete or partial termination
of the Plan as to any Members hereunder, the Accounts of such affected Members shall become
fully vested, and shall not thereafter be subject to forfeiture.




          18.3 No merger or consolidation with, or transfer of assets or liabilities to, any other
plan shall occur unless each Member of the Plan would (if the plan then terminated) receive a
benefit immediately after the merger, consolidation or transfer which is equal to or greater
than the benefit he would have been entitled to receive immediately before the merger,
consolidation or transfer (if this Plan had then terminated).



	 	 	 	 	 
	 	 	 
	February 14, 2002		/s/ Roland Orchard	 
	 	 	Roland Orchard	 
	 	 	Vice President	 
	 	 	Corporate Human Resources	 
	 	 	Siemens Corporation	 
	 




56









 








APPENDIX A




PARTICIPATION OF THE UNION LOCATIONS OF

SIEMENS ENERGY & AUTOMATION, INC. AT BELLEFONTAINE, OHIO,

URBANA, OHIO AND GRAND PRAIRIE, TEXAS IN THE

SIEMENS SAVINGS PLAN FOR UNION EMPLOYEES




     Effective January 1, 1998, the union employees of Siemens Energy & Automation, Inc. (“SE&A”)
working at the Bellefontaine Ohio, Urbana, Ohio and Grand Prairie, Texas facilities of SE&A are
eligible to participate in the Siemens Savings Plan For Union Employees, in accordance with its
terms and conditions, except that such employees shall not receive the Employer Contribution equal
to 50% of the employee’s Basic Tax-Deferred and Basic After-Tax Contributions, as set in Article V
of the Plan.



     Also, the first three sentences of the definition of Compensation, as set forth in Section
2.1(h) of Article II of the Plan, are replaced with the following language:



     “’Compensation’ means all cash compensation received by a Member from an Employer, including
bonuses (other than retention, stay, sign on, gainsharing, profit sharing, special and long-term
incentive bonuses), overtime payments, shift differentials and commissions, compensation as would
have been received in the absence of an election to reduce Compensation pursuant to Section 4.2,
Compensation reductions made pursuant to a plan maintained by the Employer qualifying under Section
125 of the Internal Revenue Code (but not including Flex Credits under the Flexible Benefits
Program)and any other Compensation reductions for qualified transportation benefits under Section
132(f)(4) of the Internal Revenue Code; but Compensation shall exclude contributions (other than
contributions under Section 4.2) to and payments from any plan of deferred compensation (including,
but not limited to, this Plan, the Siemens Pension Plans, the Siemens Pension Preservation Plan;
the Siemens Deferred Savings Plan and the Siemens Corporation Deferred Compensation Plan) premiums
paid for group insurance coverages, welfare benefits, car and expense allowances and similar
payments, and severance payments and accrued but unused vacation pay.”



     Notwithstanding any other provisions of this Appendix A and Section 5.1 of the Plan to the
contrary, effective April 1, 2000, solely with respect to union employees working at the Grand
Prairie, Texas facility of SE&A, SE&A shall make Employer Contributions to the Plan for each month
equal to



1









 




25% of the Basic Tax-Deferred and Basic After-Tax Contributions made by or on behalf of Members for
such month, less any amount of forfeiture then to be applied to reduce such Employer Contributions
pursuant to Article XIII.




2









 








APPENDIX B




PARTICIPATION OF THE UNION LOCATION OF

SIEMENS ENERGY & AUTOMATION, INC. AT PORTLAND, OREGON




     Effective March 1, 1998, the union employees of Siemens Energy & Automation, Inc. working at
its Portland, Oregon facility are eligible to participate in the Siemens Savings Plan for Union
Employees in accordance with its terms and conditions, except that until April 1, 2001 such
employees shall not receive the Employer Contribution equal to 50% of the employee’s Basic
Tax-Deferred and Basic After-Tax Contributions, as set forth in Article V of the Plan. Effective
April 1, 2001, the Employer Contribution under Article V of the Plan for the Union employees at the
Portland, Oregon facility shall be an amount equal to 25% of such employee’s Basic Tax-Deferred and
Basic After-Tax Contributions.



     Also, the first three sentences of the definition of Compensation, as set forth in Section
2.1(h) of Article II of the Plan, are replaced with the following language:



     “’Compensation’ means all cash compensation received by a Member from an Employer, including
bonuses (other than retention, stay, sign on, gainsharing, profit sharing, special and long-term
incentive bonuses), overtime payments, shift differentials and commissions, compensation as would
have been received in the absence of an election to reduce Compensation pursuant to Section 4.2,
Compensation reductions made pursuant to a plan maintained by the Employer qualifying under
Section 125 of the Internal Revenue Code (but not including Flex Credits under the Flexible
Benefits Program) and any Compensation reductions for qualified transportation benefits under
Section 132(f)(4) of the Internal Revenue Code; but Compensation shall exclude contributions (other
than contributions under Section 4.2) to and payments from any plan of deferred compensation
(including, but not limited to, this Plan, the Siemens Pension Plans, the Siemens Pension
Preservation Plan, the Siemens Deferred Savings Plan and the Siemens Corporation Deferred
Compensation Plan) premiums paid for group insurance coverages, welfare benefits, car and expense
allowances and similar payments, and severance payments and accrued but unused vacation pay.”



1









 





APPENDIX C




SPECIAL PROVISIONS FOR

UNION EMPLOYEES OF WESTINGHOUSE ELECTRIC CORPORATION

WHO WERE PARTICIPANTS OF

WESTINGHOUSE SAVINGS PROGRAM




     As of September 1, 1998, Siemens Westinghouse Power Corporation and Siemens Westinghouse
Technical Services, Inc., and, effective October 1, 1998, the Siemens Westinghouse Energy
Management Division of Siemens Power Transmission and Distribution LLC, (all collectively referred
to as “Siemens Westinghouse”) became Employers with respect to the Siemens Savings Plan For Union
Employees.



     The union employees of Siemens Westinghouse shall participate in the Siemens Savings Plan For
Union Employees in accordance with its terms and conditions. However, the following special
provisions shall apply:



     1. Definition of Compensation. The first two sentences of the definition of
Compensation, as set forth in Section 2.1(h) of Article II of the Plan, are replaced with the
following language:



     “’Compensation’ means all cash compensation received by a Member from an Employer, including
bonuses (other than retention, stay, sign on, gainsharing, profit sharing, special and long-term
incentive bonuses), overtime payments, shift differentials and commissions, compensation as would
have been received in the absence of an election to reduce Compensation pursuant to Section 4.2,
Compensation reductions made pursuant to a plan maintained by the Employer qualifying under Section
125 of the Internal Revenue Code (but not including Flex Credits under the Flexible Benefits
Program and any Compensation reductions for qualified transportation benefits under Section
132(f)(4) of the Internal Revenue Code); but Compensation shall exclude contributions (other than
contributions under Section 4.2) to and payments from any plan of deferred compensation (including,
but not limited to, this Plan, the Siemens Pension Plans, the Siemens Westinghouse Retirement
Plans, the Siemens Pension Preservation Plan, the Siemens Deferred Savings Plan and the Siemens
Corporation Deferred Compensation Plan) premiums paid for group insurance coverages, welfare
benefits, car and expense allowances and similar payments, and severance payments and accrued but
unused vacation pay.”



     2. Eligibility. Any union employee of Siemens



1









 







Westinghouse who was a participant in the Westinghouse Savings Program as of August 31, 1998
or any such employee who was eligible to participate in that Plan on August 31, 1998 but chose not
to do so, shall be eligible to participate in the Siemens Savings Plan For Union Employees on
September 1, 1998.



          Union employees of Siemens Westinghouse who were not eligible to participate in the
Westinghouse Savings Program as of August 31, 1998 shall be eligible to participate in the Siemens
Savings Plan For Union Employees if they meet the eligibility requirements set forth in Article III
of the Siemens Savings Plan For Union Employees.




     3. Vesting. Union employees of Siemens Westinghouse who were active participants in
the Westinghouse Savings Program as of August 31, 1998 will be 100% vested in their Pre-Tax,
After-Tax, Employer Match Contribution Accounts and related earnings in the Westinghouse Savings
Program which are transferred to the Siemens Savings Plan For Union Employees. Any union employee
of Siemens Westinghouse who participates in the Siemens Savings Plan For Union Employees shall
receive Employer Contributions under the Siemens Savings Plan For Union Employees subject to the
vesting provisions of Article IX of the Siemens Savings Plan For Union Employees.



          Any service that was recognized as vesting service under the Westinghouse Savings Program as
of August 31, 1998 for union employees of Siemens Westinghouse will be recognized as Continuous
Employment under the Siemens Savings Plan For Union Employees.




     4. Withdrawals. After assets are transferred from the Westinghouse Savings Program to
the Siemens Savings Plan For Union Employees, Members shall be able to withdraw amounts in their
Employer Match Contribution Accounts and related earnings and amounts in their After-Tax
Contribution Accounts made to the Westinghouse Savings Program in accordance with, and under the
terms and conditions of, the provisions of Article X of the Siemens Savings Plan For Union
Employees, as amended from time to time, as applicable to the withdrawal of amounts from the
Employer Contribution Account and After-Tax Contribution Account of the Siemens Savings Plan For
Union Employees; except that, in circumstances where the Westinghouse Savings Program would permit
a withdrawal and the Siemens Savings Plan For Union Employees would not, the terms and conditions
of the Westinghouse Savings Program, as in effect as of the time immediately prior to such transfer
(including without limitation Article VII thereof), shall apply.



2









 





          After assets are transferred from the Westinghouse Savings Program to the Siemens Savings Plan
For Union Employees, Members shall be able to withdraw amounts in their Pre-Tax Accounts made to
the Westinghouse Savings Program in accordance with the provisions of Article X of the Siemens
Savings Plan For Union Employees, as amended from time to time, as applicable to the withdrawals of
amounts from Tax-Deferred Contribution Account of the Siemens Savings Plan For Union Employees;
except that, in circumstances where the Westinghouse Savings Program would permit a withdrawal and
the Siemens Savings Plan For Union Employees would not, the terms and conditions of the
Westinghouse Savings Program, as in effect as of the time immediately prior to such transfer
(including without limitation Article VII thereof), shall apply.




     5. Loans.In determining the vested account balance amount available for
loans under Article XII of the Siemens Savings Plan For Union Employees, the amounts that were in a
union employee’s account in the Westinghouse Savings Program and which were transferred to the
Siemens Savings Plan For Union Employees shall be eligible for a loan, in accordance with the terms
and conditions of the Siemens Savings Plan For Union Employees.



     6. Investment Options. Members who have amounts in the Westinghouse (CBS) Common Stock
Fund of the Westinghouse Savings Program and who have their account balances in that Plan
transferred to the Siemens Savings Plan For Union Employees were able to maintain the amounts in
such option after the transfer until September 29, 2000. In no event was any Member able to make
or transfer any future contributions to this fund. In addition, the Administrative Committee was
able to make such rules and procedures for the administration of the Westinghouse (CBS) Common
Stock Fund as it deems reasonable.



     7. Distribution of Account Upon Termination, Retirement or Death. The distribution of
a Siemens Westinghouse employee’s accounts that were formerly in the Westinghouse Savings Program
and that were transferred to the Siemens Savings Plan For Union Employees shall be made in
accordance with the provisions of the Westinghouse Savings Program as in effect as of the time
immediately prior to such transfers (including, without limitation, Article VI thereof). Any
amounts made by such employees after the Closing Date to the Siemens Savings Plan For Union
Employees shall be distributed in accordance with Article XI of the Siemens Savings Plan For Union
Employees, as amended from time to time.



3









 





          Notwithstanding any of the provisions of this Appendix to the contrary, effective April 1,
2002, the only distribution option or options that shall be available to a Member covered by this
Appendix, as well as to his or her spouse or beneficiary, shall be the option or options available
under the applicable provisions of Article XI of the Siemens Savings Plan for Union Employees,
including with respect to amounts that have been transferred to the Siemens Savings Plan for Union
Employees.





4









 








APPENDIX D




SPECIAL PROVISIONS FOR

UNION EMPLOYEES OF SIEMENS ENERGY & AUTOMATION AT ITS POMONA,

NORWOOD AND LITTLE ROCK LOCATIONS 




     Effective December 31, 1998, the assets and liabilities with respect to the union employees of
Siemens Energy & Automation, Inc. at its Pomona, Norwood and Little Rock facilities (hereinafter
referred to as “SEA Union Employees”) from the Pomona Retirement Savings Plan (“Pomona Plan”), the
Norwood IUE Retirement Plan (“Norwood Plan”) and the Little Rock IUE Retirement Plan (“Little Rock
Plan”) were merged into, and its assets and liabilities were transferred to the Siemens Savings
Plan for Union Employees. Also as of January 1, 1999, the union employees became eligible to
participate in the Siemens Savings Plan for Union Employees.



     The SEA Union Employees shall participate in the Siemens Savings Plan for Union Employees in
accordance with its terms and conditions. However, the following special provisions shall apply:



     1. Solely for purposes of determining the amount of Tax- Deferred Contributions and After-Tax
Contributions, an SEA Union Employee can contribute to the Siemens Savings Plan for Union Employees
under Article IV of the Plan, the first three sentences of the definition of Compensation, as set
forth in Section 2.1(h) of Article II of the Plan, are replaced with the following language:



     “’Compensation’ means all cash compensation received by a Member from an Employer, including
bonuses (other than retention, stay, sign on, gainsharing, profit sharing, special and long-term
incentive bonuses), overtime payments, shift differentials and commissions, compensation as would
have been received in the absence of an election to reduce Compensation pursuant to Section 4.2,
Compensation reductions made pursuant to a plan maintained by the Employer qualifying under
Section 125 of the Internal Revenue Code (but not including Flex Credits under the Flexible
Benefits Program and any Compensation reductions for qualified transportation benefits under
Section 132(f)(4) of the Internal Revenue Code); but Compensation shall exclude contributions
(other than contributions under Section 4.2) to and payments from any plan of deferred compensation
(including, but not limited to, this Plan, the Siemens Pension Plans, the Siemens Pension
Preservation Plan, the Siemens Deferred Savings Plan and the Siemens Corporation Deferred
Compensation Plan), premiums paid



1









 







for group insurance coverages, welfare benefits, car and expense allowances and similar
payments, and severance payments and accrued but unused vacation pay.”



     2. Eligibility. Any SEA Union Employee who was a participant in the Pomona Plan,
Norwood Plan or Little Rock Plan as of December 31, 1998 or any such employee who was eligible to
participate in that Plan on December 31, 1998 but chose not to do so, shall be eligible to
participate in the Siemens Savings Plan for Union Employees on January 1, 1999.



          SEA Union Employees who were not eligible to participate in the Pomona Plan, Norwood Plan or
Little Rock Plan as of December 31, 1998 shall be eligible to participate in the Siemens Savings
Plan for Union Employees if they meet the eligibility requirements set forth in Article III of the
Siemens Savings Plan for Union Employees




     3. Employer Contributions. The provisions of Section 5.1(a) of Article V of the
Siemens Savings Plan for Union Employees relating to the amount of Employer Contributions shall not
apply to SEA Union Employees. Such employees will be eligible for company contributions as
follows:



          For SEA Union Employees employed at the Little Rock facility:





	 	•	 	Until June 1, 2001, a basic company contribution equal to 1% (1.5%,
effective June 1, 2001) of the amount paid to the employee by the Company
for personal services as reported on the employee’s Federal Income Tax
Withholding Statement (Form W-2) together with any amounts contributed by
the employee to the Siemens Savings Plan for Union Employees as Tax
Deferred Contributions under Section 4.2 of the Plan; and
	 
	 	•	 	Until June 1, 2001, if the Employee makes a contribution to the Plan of
at least 2% of his Compensation, as defined in Paragraph 1 of this Appendix
D, to the Plan, he will receive a contribution of 1% of his W-2 pay
together with any amounts contributed to by the Employee as Tax-Deferred
Contributions under the Siemens Savings Plan for Union Employees.
Effective June 1, 2001, such Employee can receive a contribution equal to
50% of any amounts the Employee contributes to the Plan up to 4% of such
Employee’s Compensation (as defined in Paragraph 1 of this Appendix.




2









 










For SEA Union Employees employed at the Norwood facility:





	 	•	 	a basic company contribution equal to 1% of the amount paid to the
employee by the Company for personal services as reported on the employee’s
Federal Income Tax Withholding Statement (Form W-2) together with any
amounts contributed by the employee to the Siemens Savings Plan for Union
Employees as Tax Deferred Contributions under Section 4.2 of the Plan.
	 
	 	•	 	if the Employee makes a contribution to the Plan of at least 2% of his
Compensation, as defined in Paragraph 1 of this Appendix D, to the Plan, he
will receive a contribution of 1% of his W-2 pay together with any amounts
contributed to by the Employee as Tax-Deferred Contributions under the
Siemens Savings Plan for Union Employees.




For SEA Union Employees employed at the Pomona, California facility the following schedule applies:




	 	 	 	 	 	 	 	 	 
	Class	 	Hourly Base Rate*	 	Monthly Contribution
	A
	 	$ up to - 6.54	 	$	22.20	 
	B
	 	 	6.55 – 6.84	 	 	 	23.20	 
	C
	 	 	6.85 – 7.14	 	 	 	24.25	 
	D
	 	 	7.15 – 7.44	 	 	 	25.30	 
	E
	 	 	7.45 – 7.74	 	 	 	26.35	 
	F
	 	 	7.75 – 8.04	 	 	 	27.40	 
	G
	 	 	8.05 – 8.34	 	 	 	28.40	 
	H
	 	 	8.35 – 8.64	 	 	 	29.45	 
	I
	 	 	8.65 – 8.94	 	 	 	30.50	 
	J
	 	 	8.95 – 9.24	 	 	 	31.55	 
	K
	 	 	9.25 - 9.54	 	 	 	32.60	 
	L
	 	 	9.55 - 9.84	 	 	 	33.60	 
	M
	 	 	9.85 -10.14	 	 	 	34.65	 
	N
	 	 	10.15 - 10.44	 	 	 	35.70	 
	O
	 	 	10.45 - 10.74	 	 	 	36.75	 
	P
	 	 	10.75 - 11.04	 	 	 	37.80	 
	Q
	 	 	11.05 - 11.34	 	 	 	38.80	 
	R
	 	 	11.35 - 11.64	 	 	 	39.85	 
	S
	 	 	11.65 – 11.94	 	 	 	40.90	 
	T
	 	 	11.95 - 12.24	 	 	 	41.95	 
	U
	 	 	12.25 - 12.54	 	 	 	43.00	 
	V
	 	 	12.55 - 12.84	 	 	 	44.00	 
	W
	 	 	12.85 - 13.14	 	 	 	45.05	 
	X
	 	 	13.15 - 13.44	 	 	 	46.10	 
	Y
	 	 	13.45 - 13.74	 	 	 	47.15	 






3









 






	 	 	 	 	 	 	 	 	 
	Class	 	Hourly Base Rate*	 	Monthly Contribution
	Z
	 	 	13.75 - 14.04	 	 	 	48.15	 
	AA
	 	 	14.05 - 14.34	 	 	 	49.20	 
	BB
	 	 	14.35 - 14.64	 	 	 	50.25	 
	CC
	 	 	14.65 - 14.94	 	 	 	51.30	 
	DD
	 	 	14.95 - 15.24	 	 	 	52.30	 
	EE
	 	 	15.25 - 15.54	 	 	 	52.90	 
	FF
	 	 	15.55 – 15.84	 	 	 	53.75	 
	GG
	 	 	15.85 - 16.14	 	 	 	54.95	 
	HH
	 	 	16.15 – 16.44	 	 	 	56.50	 
	II
	 	 	16.45 – 16.74	 	 	 	57.50	 
	JJ
	 	 	16.75 – 17.04	 	 	 	58.44	 








 




			
	*Exclusive of shift and overtime premium or other additions to base pay.





     Effective October 1, 2001, an SEA Union Employee employed at the Pomona, California facility
shall also receive an Employer Contributions in an amount equal to 25% of such Employee’s Basic
Tax-Deferred and Basic After-Tax Contributions.



     4. Vesting. SEA Union Employees who were active participants in the Pomona Plan,
Norwood Plan or Little Rock Plan as of December 31, 1998 will be 100% vested in their contributions
and their Company Contributions in these Plans.



          Any service that was recognized as vesting service under the Pomona Plan, Norwood Plan or
Little Rock Plan will be recognized as Continuous Employment under the Siemens Savings Plan for
Union Employees.




     5. Withdrawals. After December 31, 1998, SEA Union Employees shall be able to
withdraw the Company Contributions and related earnings made to the Pomona Plan, Norwood Plan or
Little Rock Plan in accordance with, and under the terms and conditions of, the provisions of
Article X of the Siemens Savings Plan for Union Employees as applicable to the withdrawal of
amounts from the Employer Contribution Account of the Siemens Savings Plan for Union Employees.



          After December 31, 1997, SEA Union Employees shall be able to withdraw their contributions
made to the Pomona Plan, Norwood Plan or Little Rock Plan in accordance with the provisions of
Article X of the Siemens Savings Plan for Union Employees as applicable to the withdrawals of
amounts from Tax-Deferred Contribution Account of the Siemens Savings Plan for Union Employees.




     6. Loans. In determining the vested account balance amount available under Article
XII of the Siemens Savings Plan for Union Employees for loans, the amounts that were in a SEA



4









 







Union Employee’s account in the Pomona Plan, Norwood Plan or Little Rock Plan and which were
transferred to the Siemens Savings Plan for Union Employees shall be eligible for a loan, in
accordance with the terms and conditions of the Siemens Savings Plan for Union Employees; except
that such employee will need his spouse’s prior written consent before obtaining a loan.



     7. Payment Options. If an SEA Union Employee had accounts in the Pomona Plan, Norwood
Plan or Little Rock Plan, the annuity option contained in these Plans shall apply not only to his
benefit from these Plans before they were transferred to the Siemens Savings Plan for Union
Employees but also to the benefits he has as a Member of the Siemens Savings Plan for Union
Employees.



     Notwithstanding any of the provisions of this Appendix to the contrary, effective April 1,
2002, the only distribution option or options that shall be available to a Member covered by this
Appendix, as well as to his or her spouse or beneficiary, shall be the option or options available
under the applicable provisions of Article XI of the Siemens Savings Plan for Union Employees,
including with respect to amounts that have been transferred to the Siemens Savings Plan for Union
Employees.



5









 





APPENDIX E




SPECIAL PROVISIONS FOR

UNION EMPLOYEES EMPLOYED AT THE JACKSON MISSISSIPPI FACILITY

OF SIEMENS POWER TRANSMISSION & DISTRIBUTION LLC




     Effective May 1, 1999, union employees employed at the Jackson, Mississippi facility of
Siemens Power Transmission & Distribution LLC (hereinafter referred to as “Jackson Employees”)
shall participate in the Siemens Savings Plan for Union Employees (“Plan”) in accordance with its
terms and conditions, except that the following special provisions shall apply:



     1. For purposes of determining the amount of Tax-Deferred contributions and After-Tax
Contributions a Jackson Employee can contribute to the Plan under Article IV of the Plan, the first
three sentences of the definition of Compensation, as set forth in Section 2.1(h) of Article II of
the Plan are replaced with the following language:



     “‘Compensation’ means all cash compensation received by a Member from an Employer, including
bonuses (other than retention, stay, sign on, gainsharing, profit sharing, special and long-term
incentive bonuses), overtime payments, shift differentials and commissions, compensation as would
have been received in the absence of an election to reduce Compensation pursuant to Section 4.2,
Compensation reductions made pursuant to a plan maintained by the Employer qualifying under
Section 125 of the Internal Revenue Code (but not including Flex Credits under the Flexible
Benefits Program) and any Compensation reductions for qualified transportation benefits under
Section 132(f)(4) of the Internal Revenue Code; but Compensation shall exclude contributions
(other than contributions under Section 4.2) to and payments from any plan of deferred compensation
(including, but not limited to, this Plan, the Siemens Pension Plans, the Siemens Pension
Preservation Plan, the Siemens Deferred Savings Plan and the Siemens Corporation Deferred
Compensation Plan) premiums paid for group insurance coverages, welfare benefits, car and expense
allowances and similar payments, and severance payments and accrued but unused vacation pay.”



     2. The provisions of Section 5.1 (a) of Article V of the Plan relating to the amount of
Employer Contributions shall not apply to Jackson Employees. Such Employees will be eligible for
such Contributions as follows:



1









 






(a) From May 3, 1999 through April 30, 2000 — each month, 8.4% of the Basic
Tax-Deferred and Basic After-Tax Contributions made by or on behalf of Members for
such month;




(b) From May 1, 2000 through May 6, 2001 — each month, 16.66% of the Basic Tax
Deferred and Basic After-Tax Contributions made by or on behalf of Members for such
month;




(c) From May 7, 2001 through May 5, 2002 — each month, 33 1/3% of the Basic Tax
Deferred and Basic After Tax Contributions made by or on behalf of Members for such
month; and




(d) As of May 6, 2002 — each month, 50% of the Basic Tax Deferred and Basic After-Tax Contributions
made by or on behalf of Members for such month.



2









 





APPENDIX F




SPECIAL PROVISIONS FOR UNION EMPLOYEES OF SIEMENS ENERGY & 

 AUTOMATION INC. EMPLOYED ITS DULUTH, GEORGIA AND TUCKER,

GEORGIA FACILITIES




     Effective August 1, 1998, union employees of Siemens Energy & Automation, Inc. employed at its
Duluth, Georgia and Tucker, Georgia facilities (hereinafter referred to as “Georgia Union
Employees”) shall participate in the Siemens Savings Plan for Union Employees (“Plan”) in
accordance with its terms and conditions, except for the following special provisions:



     1. For purposes of determining the amount of Tax-Deferred Contributions and After-Tax
Contributions a Georgia Union Employee can contribute to the plan under Article IV of the Plan, the
first three sentences of the definition of Compensation, as set forth in Section 2.1 (h) of Article
II of the Plan are replaced with the following language:



     “‘Compensation’ means all cash compensation received by a Member from an Employer, including
bonuses (other than retention, stay, sign on, gainsharing, profit sharing, special and long-term
incentive bonuses), overtime payments, shift differentials and commissions, compensation as would
have been received in the absence of an election to reduce Compensation pursuant to Section 4.2,
Compensation reductions made pursuant to a plan maintained by the Employer qualifying under
Section 125 of the Internal Revenue Code (but not including Flex Credits under the Flexible
Benefits Program)and any Compensation reductions for qualified transportation benefits under
Section 132(f)(4) of the Internal Revenue Code; but Compensation shall exclude contributions (other
than contributions under Section 4.2) to and payments from any plan of deferred compensation
(including, but not limited to, this Plan, the Siemens Pension Plans, the Siemens Pension
Preservation Plan, the Siemens Deferred Savings Plan and the Siemens Corporation Deferred
Compensation Plan) premiums paid for group insurance coverages, welfare benefits, car and expense
allowances and similar payments, and severance payments and accrued but unused vacation pay.”



1









 





     2. Until October 1, 2001, a Georgia Union Employee shall not be eligible to receive any
Employer Contribution with respect to the Employee’s Basic Tax Deferred and Basic After-Tax
Contributions as set forth in Article V of the Plan. Effective October 1, 2001, the Employer
Contribution under Article V of the Plan for a Georgia Union Employee shall be an amount equal to
50% of such Georgia Union Employee’s Basic Tax-Deferred and Basic After-Tax Contributions.



2









 





APPENDIX G




“LET’S SHARE” PROGRAM




     On or about June, 2001, a special one time contribution will be made to the accounts of
employees who meet the eligibility requirements of Section 1 of this Appendix G. This contribution
will be part of the global program of Siemens AG known as the “Let’s Share” Program.
Notwithstanding the provisions of the Siemens Savings Plan For Union Employees, this contribution
will be subject to the special terms and conditions of this Appendix G. This contribution shall be
allocated as of September 30, 2000, although no earnings or losses or other adjustments will be
credited thereon prior to the date the account under the “Let’s Share” Program for “Eligible
Employees”, as defined below, is deemed opened.



     Section 1. Eligibility. An employee of a company set forth on Attachment A to this
Appendix shall be eligible for the “Let’s Share” Program provided both of the following criteria
are met: (a) the employee was employed as an active employee of a company set forth on Attachment A
for the entire period from October 1, 1999 through September 30, 2000, notwithstanding the fact
that the employee’s employment with all companies listed on Attachment A is terminated on or after
October 1, 2000, and (b) the employee is eligible to participate in the Siemens Savings Plan For
Union Employees as of September 30, 2000, whether or not such employee actually participates in the
Plan as of such date. Employees who meet the eligibility requirements of this Section 1 shall
hereinafter be referred to as “Eligible Employees”.



     Section 2. Amount of the “Let’s Share” Program Contribution. The amount of the
individual award under the “Let’s Share” Program to each “Eligible Employee” shall be uniform and
shall be determined by the Board of Directors of Siemens Corporation.



     Section 3. Investment of the “Let’s Share” Contribution. The amount of the “Let’s
Share” Program contribution shall be placed in an “Eligible Employee’s” account in the Siemens AG
Stock Fund of the Siemens Savings Plan For Union Employees. This contribution and any earnings
thereon must remain in the Siemens AG Stock Fund for as long as the “Eligible Employee” is employed
by an Affiliated Company and shall not be available for a transfer to any other investment fund of
the Siemens Savings Plan For Union Employees.



     Section 4. Vesting. “Eligible Employees” shall be immediately 100% vested in the
“Let’s Share” contribution made on their behalf to the Siemens Savings Plan For Union Employees.



     Section 5. Unavailability of the “Let’s Share” Contribution For Loans and Withdrawals.
The amount of any “Eligible



 









 







Employee’s” “Let’s Share” Contribution and any earnings thereon shall not be available under
Article X or XII of the Siemens Savings Plan For Union Employees for withdrawals or for loans.
Also, the amount of a “Let’s Share” contribution and any earnings thereon shall not be taken into
account in determining the amount an “Eligible Employee” has available for taking out a loan.



2









 





Attachment A to Appendix G

To The Siemens Savings Plan For Union Employees




Company Eligibility for “Let’s Share” Program

In Siemens Savings Plan for Union Employees



Siemens Automotive



Siemens Energy & Automation, Inc.



Siemens Power Transmission & Distribution, LLC



Siemens Westinghouse Power Corporation



Siemens Westinghouse




3









 








APPENDIX H




PARTICIPATION OF THE UNION LOCATION OF

SIEMENS ENERGY & AUTOMATION, INC. AT LA MIRADA, CALIFORNIA




     Effective April 1, 2001, the union employees of Siemens Energy & Automation, Inc. working at
its La Mirada, California facility are eligible to participate in the Siemens Savings Plan for
Union Employees in accordance with its terms and conditions, except that such employees shall not
receive the Employer Contribution equal to 50% of the employee’s Basic Tax-Deferred and Basic
After-Tax Contributions, as set forth in Article V of the Plan.



     Also, the first three sentences of the definition of Compensation, as set forth in Section
2.1(h) of Article II of the Plan, are replaced with the following language:



     “’Compensation’ means all cash compensation received by a Member from an Employer, including
bonuses (other than retention, stay, sign on, gainsharing, profit sharing, special and long-term
incentive bonuses), overtime payments, shift differentials and commissions, compensation as would
have been received in the absence of an election to reduce Compensation pursuant to Section 4.2,
Compensation reductions made pursuant to a plan maintained by the Employer qualifying under Section
125 of the Internal Revenue Code (but not including Flex Credits under the Flexible Benefits
Program) and any Compensation reductions for qualified transportation benefits under Section
132(f)(4) of the Internal Revenue Code; but Compensation shall exclude contributions (other than
contributions under Section 4.2) to and payments from any plan of deferred compensation (including,
but not limited to, this Plan, the Siemens Pension Plans, the Siemens Pension Preservation Plan,
the Siemens Deferred Savings Plan and the Siemens Corporation Deferred Compensation Plan) premiums
paid for group insurance coverages, welfare benefits, car and expense allowances and similar
payments, and severance payments and accrued but unused vacation pay.”



 









 





APPENDIX I




SPECIAL PROVISIONS FOR HOURLY EMPLOYEES

OF SIEMENS AUTOMOTIVE INC. EMPLOYED IN LIMA, OHIO




     Effective January 8, 2001, the hourly employees of Siemens Automotive, Inc. employed at its
Lima, Ohio facility (hereinafter referred to as “Lima Employees”, who were actively employed as of
that date, became eligible for participation in the Siemens Savings Plan for Union Employees and
were no longer eligible for participation in the Siemens Savings Plan for Hourly Employees. The
account balances which these Lima Employees had in the Siemens Savings Plan for Hourly Employees
were transferred to the Siemens Savings Plan for Union Employees.



     The Lima employees shall participate in the Siemens Savings Plan for Union Employees in
accordance with the Plan’s terms and conditions, except that the following special provisions shall
apply:



     For purposes of determining the amount of Tax-Deferred Contributions and After-Tax
Contributions a Lima Employee can contribute to the Plan under Article IV of the Plan, the first
three sentences of the definition of Compensation, as set forth in Section 2.1 (h) of Article II of
the Plan are replaced with the following language:



     “’Compensation’ means all cash compensation received by a Member from an Employer, including
bonuses (other than retention, stay, sign on, gainsharing, profit sharing, special and long-term
incentive bonuses), overtime payments, shift differentials and commissions, compensation as would
have been received in the absence of an election to reduce Compensation pursuant to Section 4.2,
Compensation reductions made pursuant to a plan maintained by the Employer qualifying under Section
125 of the Internal Revenue Code (but not including Flex Credits under the Flexible Benefits
Program and any Compensation reductions for qualified transportation benefits under Section
132(f)(4) of the Internal Revenue Code); but Compensation shall exclude contributions (other than
contributions under Section 4.2) to and payments from any plan of deferred compensation (including,
but not limited to, this Plan, the Siemens Pension Plan, the Siemens Pension Preservation Plan,
the Siemens Deferred Savings Plan and the Siemens Corporation Deferred Compensation Plan) premiums
paid for group insurance coverages, welfare benefits, car and expense allowances and similar
payments, and severance payments and accrued but unused vacation pay.”



 









 





APPENDIX J




SPECIAL PROVISIONS FOR

UNION EMPLOYEES OF SIEMENS DEMAG DELAVAL TURBOMACHINERY INC.



Effective as of December 31, 2002, the assets and liabilities with respect to the benefits
under the Demag Delaval Turbomachinery Corp. 401(k) Savings Plan-Local 3355 Employees (“Demag
Plan”) for current and former union employees of Siemens Demag Delaval Turbomachinery Inc.
(“Demag”), and for their spouses and beneficiaries, were transferred and merged into the Siemens
Savings Plan For Union Employees, and the Siemens Savings Plan for Union Employees assumed
responsibility for making payments with respect to the benefits earned by such employees in the
Demag Plan in accordance with the terms and conditions of the Siemens Savings Plan For Union
Employees. Also, as of January 1, 2003, current union employees of Demag became eligible to
participate in the Siemens Savings Plan for Union Employees. The following special provisions
shall apply to these individuals.




     1. Eligibility. Any individual who is a union employee and who was a
participant in the Demag Plan as of December 31, 2002 or any individual who is a union employee and
who was eligible to participate in that Plan on December 31, 2002, but chose not to do so, shall
be eligible to participate in the Siemens Savings Plan for Union Employees on January 1, 2003.



     2. Vesting. A participant in the Demag Plan who is an active participant in the Demag
Plan as of the date the assets and liabilities for the union employees of Demag in the Demag Plan
are actually transferred to the Siemens Savings Plan for Union Employees and whose account balance
is transferred to the Siemens Savings Plan For Union Employees will be 100% vested in the portion
of the participant’s account balance in the Demag Plan that is transferred to the Siemens Savings
Plan For Union Employees in the name of the participant. Any participant in the Demag Plan whose
account balance is transferred to the Siemens Savings Plan For Union Employees and who is not an
active participant in the Demag Plan as of the date the




 









 





assets and liabilities in the Demag Plan
for such participant are actually transferred to the Siemens Savings Plan for Union Employees will
be vested in that portion of the participant’s account balance in the Demag Plan that is
transferred in the name of the participant to the Siemens Savings Plan For Union Employees in
accordance with the vesting provisions of the Demag Plan in effect as of the date of such
participant’s termination of employment.




          Any service that was recognized as vesting service under the Demag Plan, with respect
to union employees in the Demag Plan for whom assets and liabilities for the union employees
of Demag are actually transferred to the Siemens Savings Plan for Union Employees, as of the
date of such transfer, will be recognized as Continuous Employment under the Siemens Savings
Plan For Union Employees.




     3. Withdrawals. After assets are transferred from the Demag Plan to the Siemens
Savings Plan For Union Employees, members shall be able to withdraw amounts in their matching
contribution accounts, if any, and amounts in their after-tax contribution accounts made to the
Demag Plan, and related earnings, in accordance with, and under the terms and conditions of, the
provisions of Article X of the Siemens Savings Plan For Union Employees as applicable to the
withdrawal of amounts from the After Tax Contribution Account and Employer Contribution Account of
the Siemens Savings Plan For Union Employees; except that, in circumstances where the Demag Plan
would permit a withdrawal and the Siemens Plan would not, the terms and conditions of the Demag
Plan, as in effect as of the time immediately prior to such transfer, shall apply.



     After assets are transferred from the Demag Plan to the Siemens Savings Plan For Union
Employees, members shall be able to withdraw amounts made on a tax deferred basis to the Demag Plan
in accordance with the provisions of Article X of the Siemens Savings Plan For Union Employees, as
amended from time to time, as applicable to the withdrawals of amounts from the Tax-Deferred
Contribution Account of the Siemens Savings Plan For Union Employees; except that, in circumstances
where the Demag Plan would permit a withdrawal and the Siemens Plan would not, the terms and
conditions of the Demag Plan, as in effect as of the time immediately prior to such transfer, shall
apply.



2









 





     4. Loans. In determining the vested account balance amount available under Article IX
of the Siemens Savings Plan For Union Employees for loans, the amounts that were in an employee’s
account in the Demag Plan which were transferred to the Siemens Savings Plan For Union Employees
shall be eligible for a loan, in accordance with the terms and conditions of the Siemens Savings
Plan For Union Employees.



     5. Employer Contribution. Notwithstanding the provisions of Section 5.1(a) of the
Siemens Savings Plan For Union Employees, union employees of Demag shall not receive any Employer
Contribution with respect to any Basic Tax-Deferred Contributions or Basic After–Tax Contributions
made by or on behalf of such employees to the Siemens Savings Plan for Union Employees.



	 	 	 	 	 
	 

	 	 

/s/ Roland Orchard

	 

	 	 

Roland Orchard
	 	 
	 

	 	Vice President	 	 
	 

	 	Corporate Human Resources	 	 
	 

	 	Siemens Corporation	 	 






3









 






APPENDIX K




TO THE SIEMENS SAVINGS PLAN FOR UNION EMPLOYEES (“PLAN”)




EGTRRA PLAN AMENDMENTS




PREAMBLE




     1. Adoption and effective date of amendments. The amendments to the Plan set forth in this
Appendix K are adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 (“EGTRRA”). These amendments are intended as good faith compliance with
the requirements of EGTRRA and are to be construed in accordance with EGTRRA and guidance issued
thereunder. Except as otherwise provided, these amendments shall be effective as of the first day
of the first Plan Year beginning after December 31, 2001.



     2. Supersession of inconsistent provisions. These amendments shall supersede the provisions
of the Plan to the extent those provisions are inconsistent with the provisions of these
amendments.



          SECTION 1 LIMITATIONS ON CONTRIBUTIONS




          1.1 Effective date. This section shall be effective for limitation years beginning after
December 31, 2001.




          1.2 Maximum annual addition. Except to the extent permitted under Section 8 of this Appendix
K and Section 414(v) of the Internal Revenue Code, if applicable, and notwithstanding the
provisions of Section 6.8 (b) of the Plan, the annual addition that may be contributed or allocated
to a Member’s account under the Plan for any limitation year shall not exceed the lesser of:





	 	(a)	 	$40,000, as adjusted for increases in the
cost-of-living under Section 415(d) of the Internal Revenue Code, or
	 
	 	(b)	 	100 percent of the Member’s compensation,
within the meaning of Section 415(c)(3) of the Internal Revenue Code,
for the limitation year.





          The compensation limit referred to in (b) shall not apply to any contribution for medical
benefits after separation
from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Internal
Revenue Code) which is otherwise treated as an annual addition.




 









 








          SECTION 2 INCREASE IN COMPENSATION LIMIT




          The annual compensation of each Member taken into account in determining allocations for any
Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Section 401(a)(17)(B) of the Internal Revenue Code.
Annual compensation means compensation during the Plan Year or such other consecutive 12-month
period over which compensation is otherwise determined under the Plan (the determination period).
The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the
determination period that begins with or within such calendar year.



          SECTION 3 VESTING OF EMPLOYER MATCHING CONTRIBUTIONS



          3.1 Applicability. This section shall apply to Members with accrued benefits derived from
employer matching contributions.



          3.2 Vesting Schedule. The vesting schedule set forth in Section 9.2 shall apply.



          SECTION 4. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS



          4.1 Effective date. This section shall apply to distributions made after December 31, 2001.



          4.2 Modification of definition of eligible retirement plan. For purposes of the direct
rollover provisions in Section 11.9 of the Plan, an eligible retirement plan shall also mean an
annuity contract described in Section 403(b) of the Internal Revenue Code and an eligible plan
under Section 457(b) of the Internal Revenue Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or political subdivision of a
state and which agrees to separately account for amounts transferred into such plan from this Plan.
The definition of eligible retirement plan shall also apply in the case of a distribution to a
surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the Internal Revenue Code.



          4.3 Modification of definition of eligible rollover distribution to exclude hardship
distributions. For purposes of the direct rollover provisions in Section 11.9 of the Plan,
any amount that is distributed on account of hardship shall not be an eligible rollover
distribution and the distributee may not elect to have any portion of such a distribution paid
directly to an eligible retirement plan.



-2-









 





          4.4 Modification of definition of eligible rollover distribution to include after-tax employee
contributions. For purposes of the direct rollover provisions in Section 11.9 of the Plan, a
portion of a distribution shall not fail to be an eligible rollover distribution merely because the
portion consists of after-tax employee contributions which are not includible in gross income.
However, such portion may be transferred only to an individual retirement account or annuity
described in Section 408(a) or (b) of the Internal Revenue Code, or to a qualified defined
contribution plan described in Section 401(a) or 403(a) of the Internal Revenue Code that agrees to
separately account for amounts so transferred, including separately accounting for the portion of
such distribution which is includible in gross income and the portion of such distribution which is
not so includible.



          SECTION 5 ROLLOVERS FROM OTHER PLANS



          The Plan will accept Member rollover contributions and/or direct rollovers of distributions
made after December 31, 2001, from the types of plans listed below.



          Direct Rollovers:



          The Plan will accept a direct rollover of an eligible rollover distribution from any of the
following types of plans:




	 	(i)	 	a qualified plan described in Section 401(a) or 403(a) of the
Internal Revenue Code, including after-tax employee contributions;
	 
	 	(ii)	 	an annuity contract described in Section 403(b) of the Internal
Revenue Code, excluding after-tax employee contributions; or
	 
	 	(iii)	 	an eligible plan under Section 457(b) of the Internal Revenue Code
which is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state.





          Member Rollover Contributions from Other Plans:



          The Plan will accept a Member contribution of an eligible rollover distribution from any of
the following types of plans:




	 	(i)	 	a qualified plan described in Section 401(a) or 403(a)
of the Internal Revenue Code;




-3-









 






	 	(ii)	 	an annuity contract described in Section 403(b) of the
Internal Revenue Code; or
	 
	 	(iii)	 	an eligible plan under Section 457(b) of the Internal
Revenue Code which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision
of a state.





          Member Rollover Contributions from IRAs:



          The Plan will accept a Member’s rollover contribution of the portion of a distribution from an
individual retirement account or annuity described in Section 408(a) or 408(b) of the Internal
Revenue Code that is eligible to be rolled over and would otherwise be includible in gross income.



          SECTION 6 REPEAL OF MULTIPLE USE TEST



          The multiple use test described in Treasury Regulation Section 1.401(m)-2 and Section 5.2(b)
of the Plan shall not apply for Plan Years beginning after December 31, 2001.



          SECTION 7 ELECTIVE DEFERRALS — CONTRIBUTION LIMITATION



          No Member shall be permitted to have Tax-Deferred Contributions made under this Plan, or any
other qualified plan maintained by the employer during any taxable year, in excess of the dollar
limitation contained in Section 402(g) of the Internal Revenue Code in effect for such taxable
year, except to the extent permitted under Section 8 of this Appendix and Section 414(v) of the
Internal Revenue Code, if applicable.



          SECTION 8 CATCH-UP CONTRIBUTIONS



          All employees who are eligible to make Tax-Deferred Contributions under this Plan and who have
attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions
in accordance with, and subject to the limitations of, Section 414(v) of the Internal Revenue Code.
Such catch-up contributions shall not be taken into account for purposes of the provisions of the
Plan implementing the required limitations of Sections 402(g) and 415 of the Internal Revenue Code. The Plan shall
not be treated as failing to satisfy the provisions of the Plan implementing the requirements of
Section 401(k)(3), 401(k)(11), 401(k)(12), or 410(b) of the Internal Revenue Code, as applicable,
by reason of the making of such catch-up contributions. In no event shall any catch up
contributions made by a Member to the Plan (including, but not



-4-









 







limited to, any such catch up
contributions that may have initially been made to the Plan as catch up contributions and which
subsequently may be treated by the Plan as Tax-Deferred Contributions under Article IV of the Plan)
be eligible for any Employer Contribution under Article V of the Plan. This Section 9 shall apply
to contributions after December 31, 2002.



          SECTION 9 DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT



          9.1 Effective date. This section shall apply for distributions after December 31, 2001
regardless of when the severance from employment occurred.



          9.2 New distributable event. A Member’s Tax Deferred Contributions, qualified nonelective
contributions, if any, qualified matching contributions, and earnings attributable to these
contributions shall be distributed on account of the Member’s severance from employment. However,
such a distribution shall be subject to the other provisions of the Plan regarding distributions,
other than provisions that require a separation from service before such amounts may be
distributed, and shall be subject to the provisions of any agreement that provides for a mandatory
transfer of a Member’s Accounts in the Plan’s trust to the trust of another qualified plan.



	 	 	 	 	 
	 

	 	 

/s/ Roland Orchard
	 	 
	 

	 	 

Roland Orchard
	 	 
	 

	 	Vice President	 	 
	 

	 	Corporate Human Resources	 	 
	December
5, 2002

	 	Siemens Corporation	 	 






-5-









 






APPENDIX L




TO THE SIEMENS SAVINGS PLAN FOR UNION EMPLOYEES (“PLAN”)



PARTICIPATION OF LOCAL 340 OF THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS AND LOCAL
595 OF THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS



Effective as of July 1, 2003, employees of Sylvania Lighting Services Corporation who are
members of Local 340 of the International Brotherhood of Electrical Workers or of Local 595 of
the International Brotherhood of Electrical Workers became eligible to participate in the
Siemens Savings Plan For Union Employees in accordance with the terms and conditions of the
Plan.




	 	 	 	 	 
	 

	 	 

/s/ Roland Orchard
	 	 
	 

	 	 

Roland Orchard
	 	 
	 

	 	Vice President	 	 
	 

	 	Corporate Human Resources	 	 
	June 17, 2003

	 	Siemens Corporation	 	 






 









 






APPENDIX M

TO THE SIEMENS SAVINGS PLAN FOR UNION EMPLOYEES



SPECIAL PROVISIONS FOR PARTICIPANTS IN SIEMENS VDO
 AUTOMOTIVE HOURLY 401(k) PLAN



Beginning October 1, 2004, union employees of Siemens VDO Automotive Corporation at its
Newport News, Virginia facility (“Siemens VDO Union Employees”) became eligible to participate in
the Siemens Savings Plan for Union Employees. Also, beginning October 1, 2004, Siemens VDO Union
Employees no longer were eligible to participate in the Siemens VDO Automotive Hourly 401(k) Plan
(“Siemens VDO Plan”).



Effective as of November 4, 2004, the assets and liabilities with respect to the benefits
under Siemens VDO Plan for participants in the Siemens VDO Plan and for their spouses and
beneficiaries, were transferred and merged into the Siemens Savings Plan for Union Employees, and
the Siemens Savings Plan for Union Employees assumed responsibility for making payments with
respect to the benefits earned by such participants, spouses and beneficiaries in the Siemens VDO
Plan in accordance with the terms and conditions of the Siemens Savings Plan for Union Employees.
After the merger, the benefits payable from the Siemens Savings Plan for Union Employees accrued by
any participant under the Siemens VDO Plan or owned by any spouse or surviving beneficiary of a
participant under the Siemens VDO Plan shall be equal to benefits such participant or spouse or
beneficiary would have been entitled to receive under the Siemens VDO Plan immediately before the
merger.



The following special provisions shall apply to these individuals.




     1. Eligibility. Any Siemens VDO Union Employee who was a participant in the Siemens
VDO Plan as of September 30, 2004 or any Siemens VDO Union Employee who was eligible to participate
in the Siemens VDO Plan on September 30, 2004, but chose not to do so, shall be eligible to
participate in the Siemens Savings Plan for Union Employees on October 1, 2004.



 









 





     2. Vesting. Any service that was recognized under the Siemens VDO Plan will be
recognized as Continuous Employment under the Siemens Savings Plan for Union Employees.



     3. Compensation: For purposes of determining the amount of Tax-Deferred Contributions
and After-Tax Contributions a Siemens VDO Union Employee can contribute to the Plan under Article IV of the Plan, the first three sentences of the definition of Compensation, as set
forth in Section 2.1 (h) of Article II of the Plan are replaced with the following language:



     “’Compensation’ means all cash compensation received by a Member from an Employer, including
bonuses (other than retention, stay, sign on, gainsharing, profit sharing, special and long-term
incentive bonuses), overtime payments, shift differentials and commissions, compensation as would
have been received in the absence of an election to reduce Compensation pursuant to Section 4.2,
Compensation reductions made pursuant to a plan maintained by the Employer qualifying under Section
125 of the Internal Revenue Code (but not including Flex Credits under the Flexible Benefits
Program and any Compensation reductions for qualified transportation benefits under Section
132(f)(4) of the Internal Revenue Code); but Compensation shall exclude contributions (other than
contributions under Section 4.2) to and payments from any plan of deferred compensation (including,
but not limited to, this Plan, the Siemens Pension Plan, the Siemens Pension Preservation Plan,
the Siemens Deferred Savings Plan and the Siemens Corporation Deferred Compensation Plan) premiums
paid for group insurance coverages, welfare benefits, car and expense allowances and similar
payments, and severance payments and accrued but unused vacation pay.”



     4. Withdrawals. After assets are transferred from the Siemens VDO Plan to the Siemens
Savings Plan for Union Employees, members shall be able to withdraw amounts made on a tax deferred
basis to the Siemens VDO Plan in accordance with the provisions of Article X of the Siemens Savings
Plan for Union Employees, as amended from time to time, as applicable to the withdrawals of amounts
from the Tax-Deferred Contribution Account of the Siemens Savings Plan for Union Employees; except
that, in circumstances where the Siemens VDO Plan would permit a withdrawal and the Siemens Savings
Plan for Union Employees would not, the



2









 







terms and conditions of the Siemens VDO Plan, as in effect
as of the time immediately prior to such transfer, shall apply.



     5. Loans. In determining the vested account balance amount available under Article IX
of the Siemens Savings Plan for Union Employees for loans, the amounts that were in an employee’s
account in the Siemens VDO Plan which were transferred to the Siemens Savings Plan for Union
Employees shall be eligible for a loan, in accordance with the terms and conditions of the Siemens
Savings Plan For Union Employees.



     6. Employer Contribution. A Siemens VDO Union Employee shall be eligible to receive
the Employer Contribution set forth in
Section 5.1(a) of the Siemens Savings Plan for Union Employees in accordance with the terms
and conditions of such Section.



     7. “Let’s Share” Program. Any of the terms and conditions that applied under the
Siemens VDO Plan to amounts that were contributed under the “Let’s Share” Program to participants
of the Siemens VDO Plan shall continue to apply to such amounts after the Siemens VDO Plan is
transferred to the Siemens Savings Plan for Union Employees.



	 	 	 	 	 
	 

	 	 

/s/ E. Robert Lupone
	 	 
	 

	 	 

E. Robert Lupone
	 	 
	 

	 	Senior Vice President, General	 	 
	 

	 	Counsel & Secretary	 	 
	 

	 	Siemens Corporation	 	 
	 
	 	 	 	 
	 

	 	 

/s/ Mike Panigel
	 	 
	 

	 	 

Mike Panigel
	 	 
	 

	 	Senior Vice President	 	 
	 

	 	Corporate Human Resources	 	 
	October 14, 2004

	 	Siemens Corporation	 	 






3









 






APPENDIX N

TO THE SIEMENS SAVINGS PLAN FOR UNION EMPLOYEES



MERGER OF THE TURBOCARE, INC. LOCAL 724 401(K) SAVINGS
 PROGRAM INTO THE SIEMENS SAVINGS PLAN
FOR UNION EMPLOYEES




     Effective as of September 30, 2005, the assets and liabilities with respect to the benefits
under the TurboCare, Inc. Local 724 401(k) Savings Program (“TurboCare Plan”) were transferred and
merged into the Siemens Savings Plan for Union Employees, and the Siemens Savings Plan for Union
Employees assumed responsibility for making payments with respect to the benefits earned under the
TurboCare Plan in accordance with the terms and conditions of the Siemens Savings Plan for Union
Employees. After the merger, the benefits payable from the Siemens Savings Plan for Union
Employees accrued by participants under the TurboCare Plan shall be equal to benefits such
participants would have been entitled to receive under the TurboCare Plan immediately before the
merger. Beginning June 24, 2005, union employees of TurboCare, Inc. who are members of USWA Local
724 (“TurboCare Union Employees”) became eligible to participate in the Siemens Savings Plan for
Union Employees.


The following special provisions shall apply to these individuals.




     1. Eligibility. Any TurboCare Union Employee who was a participant in the TurboCare
Plan as of June 23, 2005 or any TurboCare Union Employee who was eligible to participate in the
TurboCare Plan on June 23, 2005, but chose not to do so, shall be eligible to participate in the
Siemens Savings Plan for Union Employees on June 24, 2005.



     2. Vesting. The provisions of the TurboCare Plan regarding vesting service shall
apply in calculating the amount of continuous employment a TurboCare Union Employee has in the
Siemens Savings Plan for Union Employees through the end of calendar year 2005. With respect to
determining Continuous Employment in the Siemens Savings Plan for Union Employees after calendar
year 2005 for TurboCare Union Employees, the provisions of the Siemens Savings Plan for Union
Employees shall apply.



 









 





     3. Compensation: For purposes of determining the amount of Tax-Deferred Contributions
and After-Tax Contributions a TurboCare Union Employee can contribute to the Plan under Article IV
of the Plan, the first three sentences of the definition
of Compensation, as set forth in Section 2.1 (h) of Article II of the Plan are replaced with
the following language:



     “’Compensation’ means all cash compensation received by a Member from an Employer, including
bonuses (other than retention, stay, sign on, gainsharing, profit sharing, special and long-term
incentive bonuses), overtime payments, shift differentials and commissions, compensation as would
have been received in the absence of an election to reduce Compensation pursuant to Section 4.2,
Compensation reductions made pursuant to a plan maintained by the Employer qualifying under Section
125 of the Internal Revenue Code (but not including Flex Credits under the Flexible Benefits
Program and any Compensation reductions for qualified transportation benefits under Section
132(f)(4) of the Internal Revenue Code); but Compensation shall exclude contributions (other than
contributions under Section 4.2) to and payments from any plan of deferred compensation (including,
but not limited to, this Plan, the Siemens Pension Plan, the Siemens Pension Preservation Plan,
the Siemens Deferred Savings Plan and the Siemens Corporation Deferred Compensation Plan) premiums
paid for group insurance coverages, welfare benefits, car and expense allowances and similar
payments, and severance payments and accrued but unused vacation pay.”



     4. Withdrawals. After assets are transferred from the TurboCare Plan to the Siemens
Savings Plan for Union Employees, members shall be able to withdraw their Employee Elective
Deferrals made to the TurboCare Plan and related earnings in accordance with the provisions of
Article X of the Siemens Savings Plan for Union Employees, as amended from time to time, as
applicable to the withdrawals of amounts from the Tax-Deferred Contribution Account of the Siemens
Savings Plan for Union Employees; except that, in circumstances where the TurboCare Plan would
permit a withdrawal and the Siemens Savings Plan for Union Employees would not, the terms and
conditions of the TurboCare Plan, as in effect as of the time immediately prior to such transfer,
shall apply.



2









 





          After assets are transferred from the TurboCare Plan to the Siemens Savings Plan for Union
Employees, Members shall be able to withdraw Employer Contributions made to their Accounts in the
TurboCare Plan and related earnings in accordance with the terms and conditions of Article X of the
Siemens Savings Plan for Union Employees, as amended from time to time, as applicable to
withdrawals of amounts from the Employer Contribution Account of the Siemens Savings Plan for Union
Employees; except that, in circumstances where the TurboCare Plan would permit a withdrawal and the
Siemens Savings Plan for Union Employees would not, the terms and conditions of the TurboCare Plan
in effective as of the time immediately prior to such transfer, shall apply.



     5. Loans. In determining the vested account balance amount available under Article
XII of the Siemens Savings Plan for Union Employees for loans, the amounts that were in an
employee’s account in the TurboCare Plan which were transferred to the Siemens Savings Plan for
Union Employees shall be eligible for a loan, in accordance with the terms and conditions of the
Siemens Savings Plan For Union Employees.



     8. Employer Contribution. A TurboCare Union Employee shall be eligible to receive the
Employer Contribution set forth in Section 5.1(a) of the Siemens Savings Plan for Union Employees
in accordance with the terms and conditions of such Section.



	 	 	 	 	 
	 

	 	 

/s/ E. Robert Lupone
	 

	 	 

E. Robert Lupone
	 	 
	 

	 	Senior Vice President, General	 	 
	 

	 	Counsel & Secretary	 	 
	 

	 	Siemens Corporation	 	 
	 
	 	 	 	 
	 

	 	 

/s/ Mike Panigel
	 

	 	 

Mike Panigel
	 	 
	 

	 	Senior Vice President	 	 
	 

	 	Corporate Human Resources	 	 
	September 12, 2005

	 	Siemens Corporation	 	 






3









 






FIRST AMENDMENT TO THE

SIEMENS SAVINGS PLAN FOR UNION EMPLOYEES

(As Amended and Restated Effective as of January 1, 2001)




     Effective July 1, 2002, Article VII of the Siemens Savings Plan for Union Employees (As
Amended and Restated Effective as of January 1, 2001) is amended in its entirety to read as
follows:



“Article VII




Investment Options





	7.1	 	Each Member shall be entitled to direct that Contributions to be credited to his Accounts
shall be invested (in integral multiples of 1%) in one of more of the Stable Value Investment
Option, the Masterworks LifePath Investment Portfolios, the Siemens AG Stock Investment
Option, U.S. Large Cap Stock Investment Option, U.S. Small Cap Stock Investment Option, Non
U.S. Developed Markets Stock Investment Option, Non U.S. Emerging Markets Investment Option,
Core Bond Investment Option and/or High Yield Bond Investment Option. A Rollover Contribution
made by a Member to the Plan shall be vested in accordance with the investment directions the
Member has made with respect to the contributions credited to his account in the Plan.
	 
	 	 	In the absence of a Member’s direction as to the investment of Contributions credited to his
Accounts, such Contributions shall be invested 100% in the Stable Value Fund.
	 
	 	 	Each Member also may elect to change prospectively his investment election and/or change the
investment fund and the percentage to be invested in a particular fund for amounts that have
already been contributed to his Accounts, (in integral multiples of 1% of the amounts held
in each fund from which a transfer is to be made) without any limitation on the frequency of
such elections, subject to any restrictions which the Administrative Committee may deem
appropriate, by calling the Siemens Benefits Service Center or by any other method
prescribed by the Administrative Committee.
	 
	7.2	 	Stable Value Investment Option
	 
	 	 	Amounts allocated to the Stable Value Investment Option are invested in a diversified
portfolio of investment contracts with insurance companies, banks, or other financial
institutions. The rate paid on the Stable Value Investment Option is the average yield being
earned by all of the investments and changes on a daily basis to reflect variations in the
average rate being earned on the investments. It is designed to provide a steadily
increasing principal value.





 









 





	7.3	 	Masterworks LifePath Investment Portfolios
	 
	 	 	The LifePath Investment portfolios are a family of five diversified mutual funds designed to
meet long-term investment goals based on various time horizons. Each
LifePath portfolio carries a date, indicating the year when the Member is expected to begin
withdrawing his assets. Each LifePath portfolio aims for its highest returns early in its
life, and then gradually shifts into an increasingly conservative investment mix. The
Investment Manager for these investment portfolios evaluates the risks and potential rewards
of the different asset classes and may adjust the investment mix to maximize investment
returns as appropriate for the portfolios’ investment time periods. Interest and dividends
earned by each portfolio are re-invested in that portfolio.
	 
	7.4	 	Siemens AG Stock Investment Option
	 
	 	 	The objective of the Siemens AG Stock Investment Option is to track the performance of
Siemens AG ordinary shares. Amounts allocated to this investment option will be invested in
Siemens AG American Depositary Shares (“ADSs”), which are traded on the New York Stock
Exchange and evidenced by Siemens American Depositary Receipts (“ADRs”). The value of this
investment option is determined by the market price of Siemens ADSs, which is expected to
closely track the market price of Siemens AG ordinary shares as traded in other markets.
Amounts allocated to this investment option are invested solely in Siemens ADRs except for a
small amount of cash held for liquidity purposes. This investment option is not an actively
managed fund and its investments are made without regard to stock price or investment
outlook. Cash dividends on Siemens AG ordinary shares are allocated to investors in this
investment option in cash at the rate of 85% of the full dividend due to foreign withholding
taxes. Since dividends are reinvested in units, the number of units in this investment
option will increase when dividends are paid.
	 
	7.5	 	U.S. Large Cap Stock Investment Option 
	 
	 	 	Amounts allocated to the U.S. Large Cap Stock Investment Option are invested in one or more
portfolios whose objective is to seek to achieve long-term capital growth while generating
returns that are generally higher than U.S. large capitalization stock market averages as
measured by the benchmark Standard & Poor’s 500 Index. The U.S. Large Cap Stock Investment
Option aims to achieve this by investing in a widely diversified portfolio of select stocks
issued primarily by large and medium-sized companies. In order to reduce the variability of
this option relative to the S&P 500 index, and to minimize investment management






2









 







	 	 	fees, approximately 75% of the amounts held under this option will be invested in an S&P 500
Index portfolio.
	 
	7.6	 	U.S. Small Cap Stock Investment Option
	 
	 	 	Amounts allocated to the U.S. Small Cap Stock Investment Option are invested in one or more
portfolios whose objective is to increase the value of the participant’s original investment
over the long term, primarily through investments in a diverse group of small U.S. companies
whose securities are traded in the U.S. securities markets. This option has as its benchmark
the Russell 2500 Index.
	 
	7.7	 	Non U.S. Developed Markets Stock Investment Option
	 
	 	 	Amounts allocated to the Non U.S. Developed Markets Stock Investment Option are invested in
one or more portfolios whose objective is to achieve long-term capital growth by investing
in the securities of companies that are based outside the U.S., and traded on or located in
what are generally regarded as developed equity markets. These countries are considered to
have well-developed, smoothly functioning capital markets and an underlying legal structure
that supports financial investment. This option’s market performance benchmark is the Morgan
Stanley Capital International Europe, Australasia, Far East (MSCI EAFE) index. In addition
to the risks associated with investment in equity securities, this option carries with it
risks attributable to exposure to fluctuation in foreign currencies.
	 
	7.8	 	Non U.S. Emerging Markets Stock Investment Option
	 
	 	 	Amounts allocated to the Non U.S. Emerging Markets Stock Investment Option are invested in
one or more portfolios whose objective is to achieve long-term capital growth by investing
in securities of companies that are based outside the U.S., and traded on or located in what
are generally regarded as emerging equity and financial markets. In addition to the risks
associated with investment in equity securities, this option carries with it risks
attributable to exposure to fluctuation in foreign currencies, and risks associated with
less highly developed securities markets, including political and operational risks.
Designation as an emerging market is determined by a number of factors such as gross
domestic product per capital; local government regulations; perceived investment risk;
foreign ownership limits and capital controls; or the general perception of the investment
community when determining an ‘emerging’ classification of a market (Source: Morgan Stanley
Capital International). This option’s performance benchmark is the MSCI Emerging Markets
Free Index.




3









 






	7.9	 	Core Bond Investment Option
	 
	 	 	Amounts allocated to the Core Bond Investment Option are invested in one or more portfolios
whose objective is to realize a total return that exceeds that of Lehman Brothers Aggregate
Bond Index, while maintaining overall risk which is similar to this index. Under this
investment option, amounts are invested in a variety of investment grade fixed income
securities, and the market performance benchmark is the Lehman Brothers Aggregate Bond
Index. Investments under this option include, but are not limited to, fixed-income
securities issued by the U.S. Government and Agencies, corporations, mortgage-backed
issuers, asset-backed issuers, U.S. dollar-denominated securities of foreign issuers, and
preferred stocks.
	 
	7.10	 	High Yield Bond Investment Option
	 
	 	 	Amounts allocated to the High Yield Bond Investment Option are invested in one or more
portfolios whose objective is to earn high current income by investing in a diversified
portfolio of below-investment grade income securities. A secondary objective is capital
appreciation. The average maturity of the portfolio and credit rating of the investment
under this option are expected to approximate those of the Merrill Lynch Master High Yield
Master II Bond Index. Investments under this option include, but are not limited to,
investments in public and corporate fixed-income securities, U.S. dollars fixed income
securities of foreign issuers, convertible securities, zero-coupon securities and preferred
stocks.
	 
	7.11	 	Effective July 1, 2002, the Indexed Equity Option, the International Equity Option, the Large
Cap Growth Option, the Managed Equity Option, the Intermediate-Term Bond Option and the Small
Cap Equity Option are eliminated and the amounts in these options are transferred, effective
July 1, 2002, to the new options whose characteristics are determined by the Pension Fund
Management Department of the Company to be most similar to the prior options.”





	 	 	 	 	 
	 

	 	 

/s/ Roland Orchard
	 	 
	 

	 	 

Roland Orchard
	 	 
	 

	 	Vice President	 	 
	 

	 	Corporate Human Resources	 	 
	 

	 	Siemens Corporation	 	 






4









 






SECOND AMENDMENT TO THE SIEMENS SAVINGS PLAN FOR UNION

EMPLOYEES

(As amended and restated as of January 1, 2001)




     The Siemens Savings Plan for Union Employees, as amended and restated as of January 1, 2001
(“Plan”), is hereby amended in the following respects:




	1.	 	Section 2.1(m) of Article II of the Plan will be amended by adding the
following sentence at the end of the Section:






“For purposes of this Section 2.1(m), effective for Plan Years beginning after
December 31, 1996, ‘leased employee’ is defined as any person (other than employee of
the recipient) who pursuant to an agreement between the recipient and any other
person (‘leasing organization’) has performed services for the recipient (or for the
recipient and related persons, as determined in accordance with Section 414(n)(6) of
the Internal Revenue Code) on a substantially full time basis for a period of at
least 1 year, and such services are performed under the primary direction or control
by the recipient.”




	2.	 	Subparagraph (ii) of Section 2.1(r) of Article II of the Plan will be amended by adding the
following sentence at the end of such subparagraph:






“For the Plan Years occurring on or after January 1, 1997, the Administrative
Committee has not elected to use the provision regarding the ‘top paid’ group.”




	3.	 	Section 4.2(b)(2) of Article IV of the Plan will be amended by adding a new paragraph
numbered 4.2(b)(2)(iii) that will read as follows:





“(iii) For purposes of performing the Actual Deferral Percentage Test under Section
4.2(b), current year data with regard to eligible Employees other than non
Highly Compensated Employees shall be used.”


 









 









	4.	 	The first sentence of Subsection 4.2(b)(3) of Article IV of the Plan is replaced in its
entirety by the following sentences:





“(3) Effective for Plan Years beginning after December 31, 1996, in
the event that at the end of the Plan Year it is determined that the Plan would
otherwise fail to satisfy the Actual Deferral Percentage Test for that Plan
Year, the
Administrative Committee may determine either (i) that an additional Employer
Contribution shall be made pursuant to Subsection 5.1(b), or (ii) to
distribute excess contributions in the three step method set forth in the
immediately following sentence. Step one is to determine the excess
contribution by lowering the Highly Compensated Employee with the largest
percentage deferral (ADR) down to the next Highly Compensated Employee with
the next highest deferral percentage until the Actual Deferral Percentage
Test is satisfied; step two is to multiply the percentage reductions by the
compensation of the respective Highly Compensated Employees to determine the
excess contribution; and step three is to distribute the excess contribution
(together with any income allocable to such amounts for such Plan Year) to
the Highly Compensated Employee with the largest dollar deferral (and to
forfeit any corresponding Employer Contributions for application under
Article XIII) and then distributing the excess contributions (together with
any income allocable to such amounts for such Plan Year) to the Highly
Compensated Employee with the next largest dollar deferral (and to forfeit
any corresponding Employer Contributions for application under Article XIII)
and repeating until the excess is depleted.”



-2-









 









	5.	 	Section 5.2(b) of Article V of the Plan will be amended by adding a new sentence at the end
of the Section that will read as follows:






“For purpose of performing the Actual Contribution Percentage Test
under Section 5.2(b), current year data with regard to eligible Employees
other that non Highly Compensated Employees shall be used.”




	6.	 	The first sentence of Section 6.8(b) of Article VI of the Plan will be amended in its
entirety to read as follows:






     “Effective for limitation years beginning after December 31, 1994, the total
Account Addition for any Member for any limitation year shall not exceed the lesser
of:




	 	(1)	 	$30,000 (as adjusted for cost of living increases as provided in
Section 415(d) of the Internal Revenue
Code pursuant to regulations thereof); or
	 
	 	(2)	 	25% of the Member’s total compensation (within
the meaning of Treasury Regulation §1.415-2(d)) for such limitation
year.”






	7.	 	Section 6.8(b) of Article VI of the Plan will be amended to add the following paragraph at
the end of the Section.






“Effective for limitation years beginning after December 31, 1997, compensation
for purposes of Section 415(c)(3) of the Internal Revenue Code includes elective
deferrals under Sections 125, 402(g)(3), 402(h)(l)(B), 403(b), and 457(b) of the
Internal Revenue Code and employee contributions described in Section 401(h) of the
Internal Revenue Code which are treated as employer contributions, and, for Plan
Years beginning after December 31, 2000, such compensation also includes qualified
transportation benefits under Section 132(f)(4) of the Internal Revenue Code.”



-3-









 






	8.	 	The second paragraph of Section 11.9 of Article XI of the Plan will be amended by adding the
words “made after December 31, 1998,” after the existing words “any hardship distribution
under Section 401(k)(2)(B)(i)(IV) of the Internal Revenue Code”.





	 	 	 	 	 
	 
	 	 

/s/ Roland Orchard
	 	 
	February 3, 2004

	 	 

Roland Orchard
	 	 
	 

	 	Vice President	 	 
	 

	 	Corporate Human Resources	 	 
	 

	 	Siemens Corporation	 	 






-4-









 






THIRD AMENDMENT TO THE SIEMENS SAVINGS PLAN

FOR UNION EMPLOYEES

(As amended and restated as of January 1, 2001)




     The Siemens Savings Plan for Union Employees, as amended and restated as of January 1, 2001
(“Plan”), is hereby amended in the following respects:



     Effective October 1, 2003, subparagraph 11.3(c) of the Siemens Savings Plan for Union
Employees is hereby amended in its entirety to read as follows:


“(c) Death.





A. If (i) the Member dies before any payments of his Accounts in the Plan have been made to
him and the aggregate value of the Member’s Accounts does not exceed the Applicable Dollar
Amount (as defined in sub-section 11.1 (a)) or (ii) the Member dies after payments of his
Accounts in the Plan have commenced and there is still a remaining amount in the member’s
Accounts in the Plan, the Member’s Beneficiary may select a distribution of the Member’s
Accounts in one of the following ways:




	 	(1)	 	in one lump sum; and (a) if the Beneficiary is
the spouse, the lump sum can be payable at any time up to the later of
the end of the calendar year in which the Member would have attained
age 70 1/2 or the end of the calendar year in which the Member dies or
(b) if the Beneficiary is not the Member’s spouse, the lump sum shall
be payable by no later than the end of the calendar year following the
calendar year in which the Member dies; or
	 
	 	(2)	 	in part in one lump sum with the balance in
installments; over a period not to exceed the life expectancy of the
Beneficiary, and (a) if the Beneficiary is Member’s spouse, the
installments shall commence no later than the later of the end of the
calendar year in which the Member would have attained age 70 1/2 or the
end of the calendar year in which the Member dies or (b) if the





 









 





	 	 	 	Beneficiary is not the Member’s spouse, the installments shall commence
by no later than the end of the calendar year following the calendar
year in which the Member dies; or
	 
	 	(3)	 	in installments over a period not to exceed the life expectancy
of the Beneficiary, and (a) if the Beneficiary is the Member’s spouse, the
installments shall commence no later than the later of the end of the
calendar year in which the Member would have attained age 70 1/2 or the end of
the calendar year in which the Member dies or (b) if the Beneficiary is not
the Member’s spouse, the installments shall commence by no later than the
end of the calendar year following the calendar year in which the Member
dies; or
	 
	 	(4)	 	Effective March 1, 2001, up to two partial lump sum payments
each calendar year, as elected by the Beneficiary, until the Member’s Accounts
in the Plan are fully distributed, provided, however, that (a) if the
Beneficiary is the Member’s spouse, if the Member’s Accounts have not been
fully distributed by the later of the end of the calendar year in which the
Member attains age 70 1/2 or the end of the calendar year in which the member
dies, the balance shall be distributed commencing as of the end of such
calendar year in installments over a period not to exceed the life expectancy
of the Beneficiary or as a lump sum or (b) if the Beneficiary is not the
Member’s spouse, the balance shall be distributed in installments commencing no
later than the end of the calendar year following the calendar year in which
the Member dies over a period not to exceed the life expectancy of the
Beneficiary or as a lump sum.






     The amount of any distribution to be made in installments to the Beneficiary of a
Member shall be held in such Investment Funds under the Plan as elected by the Beneficiary,
participating proportionately in the gains, losses, income and expenses of such Funds during
the distribution period.



-2-









 







If distributions are made in monthly installments, the amount of
each monthly installment shall be determined as of the day of distribution, by dividing the
amount then remaining on hand for distribution by the number of monthly installments yet to
be made. If distributions are made in annual installments, the amount of each annual
installment shall be determined as of the date as of which distributions commence and as of
each anniversary thereof by dividing the amount then remaining on hand for distribution by
the number of annual installments yet to be made.




     Notwithstanding the foregoing, in the case of a Member who has elected a Life Annuity
under Subsection 11.3(b)(iv) prior to April 1, 2002, and who dies before the benefit
commencement date, the foregoing rules shall not apply, and the Member’s Accounts shall be
distributed to his Spouse in the form of a single life annuity paying a level monthly
benefit for the life of the Spouse, commencing on the date as of which the amount
distributed is determined and providing that if the Spouse has not received payments for 120
months
at the time of her death, such payments shall continue for the remainder of such
120-month period to the Spouse’s Beneficiary, unless the Spouse elects to receive payments
in a lump sum or in installments pursuant to options (1), (2) or (3) above. The annuity
described in the preceding sentence shall be provided through the purchase by the Trustee,
of a single-premium life annuity contract from an insurance company licensed to do business
in the United States. The premium for the life annuity contract shall be the entire balance
in the Member’s Accounts on the date of his death; provided, however, that in no event shall
less than 50% of such balance in that Member’s Accounts be applied to purchase the life
annuity for the Spouse.




     B. Notwithstanding any of the provisions of this Section 11.3(c) to the contrary, if a
Member dies after his required beginning date (as defined by section 401(a)(9)(C) of the
Code), the payment methods available to a member’s Beneficiary (whether or not the
Beneficiary is the spouse of the Member) are subject to the minimum distribution
requirements of Section 401 (a) (9) of the Code.



-3-









 






     C. If a Member has not designated a Beneficiary for the Member’s Accounts, or if no
Beneficiary designation is effective, or if the beneficiary pre-deceases the member without
another beneficiary being designated, the member’s Accounts shall be paid in accordance with
the provisions of Section 16.7(b) of the Plan.”



	 	 	 	 	 
	 

	 	 

/s/ Roland Orchard
	 	 
	May 13, 2004

	 	 

Roland Orchard
	 	 
	 

	 	Vice President	 	 
	 

	 	Corporate Human Resources	 	 
	 

	 	Siemens Corporation	 	 






-4-









 






FOURTH AMENDMENT TO THE SIEMENS SAVINGS PLAN FOR UNION

EMPLOYEES

(As amended and restated as of January 1, 2001)




     The Siemens Savings Plan for Union Employees, as amended and restated as of January 1, 2001
(“Plan”), is hereby amended in the following respects:



     • Effective July 1, 2002, Section 4.2(a) of the Plan is amended by replacing
the words “18% effective July 1, 2001” with the words “25% effective July 1, 2002”.



     • Effective July 1, 2002, Section 4.3 of the Plan is amended by replacing the
words “18% effective July 1, 2001” with the words “25% effective July 1, 2002”.



     • Effective July 19, 2004, Section 4.11 of the Plan is amended by replacing the
words “90th” with the words “30th”.



     • Effective December 20, 2004, the first paragraph of Section 7.1 of the Plan
is amended in its entirety to read as follows:



     “ 7.1 Each Member shall be entitled to direct that Contributions to be credited to his
Accounts shall be invested (in integral multiples of 1%) in one or more of the Stable Value
Investment Option, the LifeCycle Investment Portfolios, the Siemens AG Stock Investment Option,
U.S. Large Cap Stock Investment Option, U.S. Small Cap Stock Investment Option, Non U.S. Developed
Markets Stock Investment Option, Non U.S. Emerging Markets Investment Option, Core Bond Investment
Option, High Yield Bond Investment Option, and/or the Self-Directed Brokerage Account Investment
Option. A Rollover Contribution made by a Member to the Plan shall be invested in accordance with
the last investment directions the Member has made, as an active Member of the Plan, with respect
to contributions credited to his account in the Plan.



     • Effective July 19, 2004, the third paragraph of Section 7.1 of the Plan is
amended in its entirety to read as follows:



     “Each Member may also elect to change prospectively his investment funds and the amount to be
invested in a particular investment fund for amounts that have already been contributed to his
Accounts, in any dollar amount, without any limitation on the frequency of such elections, by
calling the Siemens Benefits Service Center or by any other method prescribed by the Administrative
Committee. Notwithstanding the foregoing, the Administrative Committee may place a restriction on
the amount of time during which an amount transferred to a particular investment option from
another investment option in the Plan must remain in that investment option, before it can be
transferred to another investment option in the Plan”



 









 





     • Effective December 20, 2004, Section 7.3 of the Plan is amended by replacing
the words “Masterworks LifePath” with the words “LifeCycle” and by replacing the word “LifePath”
with the word “LifeCycle” in each place in the Section where such words appear.



     • Effective December 20, 2004, a new Section 7.11 is added to the Plan which
will read as follows:



     “7.11 Self-Directed Brokerage Account Investment Option



     This option allows Members to invest through a self directed brokerage account (SDB) through
Hewitt Financial Services via Harrisdirect. The SDB account gives Members who want to build and
manage their own portfolios an opportunity to invest in a wide range of mutual funds and individual
stocks. A Member must leave a minimum balance of $500 in investments in the Plan other than an SDB
account or the “Let’s Share” account in order to open an SDB account and to make subsequent
transfers into an SDB account. Transfers from other investment options in the Plan are the only
method a Member has available to invest in an SDB account. Member contributions to the Plan
directly from a Member’s paycheck cannot be directed into an SDB account. A Member should not
consider this option unless the Member is a sophisticated investor who is willing to take on
additional risk and is prepared to assume responsibility for closely monitoring their investments
in the SDB account.”



     • Effective September 31, 2005, the third sentence of Section 7.11 is deleted and
replaced with the following language:



     “A Member must leave a minimum balance of $500 in investments in the Plan other than an SDB
account or the “Let’s Share” account in order to open and maintain an SDB account, not taking into
account changes in the value of accounts other than the SDB account and the “Let’s Share” account
that are due solely to market fluctuations in the value of these accounts.”



     • Effective December 20, 2004, the existing Section 7.11 is renumbered 7.12.



     • Effective January 1, 2004, the following sentence is added at the end of
Section 10.1:



     “Notwithstanding the foregoing, solely with respect to Plan Year 2004, a Member may make only
three withdrawals pursuant to this Section 10.1 not including for this purpose a withdrawal in the
event of a vesting occurrence described in Section 9.3.”



     • Effective December 20, 2004, Section 10.4 is amended in its entirety to read
as follows:



2









 





     “10.4 When a withdrawal is made under the Plan, the amount of such withdrawal shall be paid
from a Member’s balance in each of the investment funds in which the Member’s Accounts are then
invested determined as of the last business day preceding the date as of which the withdrawal is
made (not including the Self-Directed Brokerage Account and the “Let’s Share” Contribution Account)
and the amount of the withdrawal in all cases shall be paid ratably from each of the investment
funds in the proportion that each such fund (excluding the Self-Directed Brokerage Account and the
“Let’s Share” Contribution Account) bears to the total of the Member’s balances in all such
investment funds (excluding the Self-Directed Brokerage Account and the “Let’s Share” Contribution
Account); and that if the Member has no investment funds other than the “Let’s Share” Contribution
Account and the Self-Directed Brokerage Account (except for the minimum balance needed in non
Self-Directed Brokerage Account funds to open and maintain a Self-Directed Brokerage Account), the
Member must first transfer money from his Self-Directed Brokerage Account into the Plan’s other
investment funds before a withdrawal can be taken.”



     • Effective July 19, 2004, Section 10.2 is amended in its entirety to read as
follows:



     “10.2 A Member, including a former Member who is still employed by an Affiliated Company, who
has reached age 59 1/2, must withdraw his Tax Deferred Contributions first before withdrawing his
After-Tax Contributions or Employer Contributions pursuant to Section 10.1, and the number of
withdrawals of Tax Deferred Contributions by such Member or former Member who is still employed by
an Affiliated Company shall not be limited in any year.  



     • Effective March 28, 2005, the language of Section 11.1(a) of the Plan is
replaced in its entirety with the following language:



     “11.1(a) Upon a termination of service with all Employers by a Member who is 100% vested in
his Employer Contribution Account, except by reason of the death of the Member, and subject to the
provisions of sub-section 11.1(d), the Member shall have distributed to him the amounts credited to
his Accounts as soon as practicable following such termination of service; provided that, if the
amounts so credited exceed $1,000 for this Plan and plans merged into this Plan (“Applicable Dollar
Amount”), the Member may elect to delay distribution (and no distribution may be made prior to the
end of the calendar year in which the Member attains age 70 1/2 absent his election to receive a
distribution) in which case the amounts credited to his Accounts shall be distributed as of such
subsequent date as the Member may elect in accordance with Section 11.3 subject to the limitations
set forth in Section 11.6. For purposes of determining if the Applicable Dollar Amount is exceeded,
the value of a Member’s nonforfeitable account balance shall be
determined without regard to that portion of the account balance that is attributable to
rollover contributions (and earnings allocable thereto) within the meaning of Sections 402(c),
403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Internal Revenue Code.”



3









 





     • Effective January 1, 2004, subparagraph (v) of Section 11.3(b) of the Plan
is amended by adding the following language after the words “two partial lump payments each
calendar year”:



     “(except that with respect to Plan Year 2004, three partial lump sum payments shall be
permitted)”.



     • Effective January 1, 2003, Section 11.3(e) of the Plan is amended in its entirety
to read as follows:



     “(e) Minimum Distribution Requirements. All distributions under the Plan
shall comply with the requirements of Section 401(a)(9) of the Internal Revenue Code, including
without limitation, the incidental death benefit requirement in Section 401(a)(9)(G) and will be
made in accordance with Final and Temporary Regulations Sections 1.401(a)(9)-1 through
1.401(a)(9)-9. The provisions reflecting Section 401(a)(9) override any distribution options
inconsistent with Section 401(a)(9).”



     • Effective December 20, 2004, the language in the third sentence of Section 12.5 is
amended in its entirety to read as follows:



     “Each loan shall be made from the Member’s balance in each of the investment funds in which
his Accounts are then invested, determined as of the day before the day as of which the loan is
made, (not including the Self-Directed Brokerage Account and the “Let’s Share” Contribution
Account) in the proportion that the Member’s balance in each such fund (excluding the Self-Directed
Brokerage Account and the “Let’s Share” Contribution Account) bears to the total of the Member’s
balances in all such investment funds (excluding the Self-Directed Brokerage Account and the “Let’s
Share” Contribution Account); and that if the Member has no investment funds other than the “Let’s
Share” Contribution Account and the Self-Directed Brokerage Account (except for the minimum balance
needed in non Self-Directed Brokerage Account funds to open and maintain a Self-Directed Brokerage
Account), the Member must first transfer money from his Self-Directed Brokerage Account into the
Plan’s other investment funds before a loan can be made.”



     • Effective July 19, 2004, Section 12.8 is amended by replacing the words “90
days” with the words “60 days”.



	 	 	 	 	 
	October 10, 2005
	 	 	 	 
	 

	 	 

/s/ E. Robert Lupone
	 	 
	 

	 	 

E. Robert Lupone
	 	 
	 

	 	Siemens Corporation	 	 
	 

	 	Senior Vice President, General Counsel & Secretary	 	 
	 
	 	 	 	 
	 

	 	 

/s/ Mike Panigel
	 	 
	 

	 	 

Mike Panigel
	 	 
	 

	 	Siemens Corporation	 	 
	 

	 	Senior Vice President, Corporate Human Resources	 	 






4









 






FIFTH AMENDMENT TO THE SIEMENS SAVINGS PLAN FOR UNION

 EMPLOYEES

(As amended and restated as of January 1, 2001)




     The Siemens Savings Plan for Union Employees, as amended and restated as of January 1, 2001
(“Plan”), is hereby amended in the following respects:




	 	•	 	Effective November 15, 2005, the first sentence of paragraph (b) of Section 15.1 of
Article XV of the Plan is deleted in its entirety and replaced with the following
language:
	 
	 	 	 	“There shall be ten members of the Administrative Committee, composed of the Director of
Employee Benefits of Siemens Corporation, as chairperson, a designee appointed by the
Vice President-Controller of Siemens Corporation and eight representatives of Affiliated
Companies designated from time to time by the Vice President of Human Resources of
Siemens Corporation.”





	 	 	 	 	 
	February 3, 2006
	 	 	 	 
	 

	 	 

/s/ E. Robert Lupone
	 	 
	 

	 	 

E. Robert Lupone
	 	 
	 

	 	Siemens Corporation	 	 
	 

	 	Senior Vice President, General Counsel & Secretary	 	 
	 
	 	 	 	 
	 

	 	 

/s/ Mike Panigel
	 	 
	 

	 	 

Mike Panigel
	 	 
	 

	 	Siemens Corporation	 	 
	 

	 	Senior Vice President, Corporate Human Resources