form10q11062008d.htm


    
      

      

    

    Exhibit
10.5



    


    


    


    


    


    


    


    


    


    


    


    


    


    


    THE
BLACK & DECKER

    SUPPLEMENTAL
PENSION PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Amended
and Restated Effective as of

    January
1, 2008

    


    


    


    


    
      
        
          
             

          

           


        

        
          
            

          

        

        
           


        

      

    

    


    THE
BLACK & DECKER

    SUPPLEMENTAL
PENSION PLAN

    


    TABLE OF
CONTENTS

    

      
        	
                SECTION 1 - Purpose and
      Effect

              	
                1

              
	 
      	 
      
	
                SECTION 2 -
      Definitions

              	
                1

              
	 
      	 
      
	
                SECTION 3 -
      Eligibility

              	
                3

              
	 
      	 
      
	
                SECTION 4 - Calculation of
      Supplemental Pension

              	
                3

              
	 
      	 
      
	
                SECTION 5 - Payment of
      Supplemental Pension

              	
                4

              
	 
      	 
      
	
                SECTION 6 - Death Benefits

              	
                4

              
	 
      	 
      
	
                SECTION 7 - Beneficiary
      Designation

              	
                5

              
	 
      	 
      
	
                SECTION 8 - Tax
Withholdings

              	
                5

              
	 
      	 
      
	
                SECTION 9 - Payments in the Event of
      Incapacity

              	
                6

              
	 
      	 
      
	
                SECTION 10 - Forfeitures

              	
                6

              
	 
      	 
      
	
                SECTION 11 - Company’s Obligations Unfunded and
      Unsecured

              	
                7

              
	 
      	 
      
	
                SECTION 12 - Alienation or
      Encumbrance

              	
                8

              
	 
      	 
      
	
                SECTION 13 - Administration of
      Plan

              	
                8

              
	 
      	 
      
	
                SECTION 14 - No Guarantee of
      Employment

              	
                9

              
	 
      	 
      
	
                SECTION 15 - Choice of Law

              	
                9

              
	 
      	 
      
	
                SECTION 16 - Claims
    Procedure

              	
                9

              
	 
      	 
      
	
                SECTION 17 - Amendments and
      Termination

              	
                10

              


      

    

    
      
        
          
             

            


          

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    THE
BLACK & DECKER

    SUPPLEMENTAL
PENSION PLAN

    


    


    SECTION
1 – Purpose and Effect

    


    This Plan
was originally established by Black & Decker (U.S.) Inc., effective as of
October 1, 1989, to provide certain employees of the Black & Decker
Companies with benefits that would otherwise be provided under a Defined Benefit
Plan but for reductions or restrictions to such benefits required by federal
law. Specifically, this Plan provides Participants with a Supplemental Pension
to compensate for the loss of benefits that otherwise would have been payable
under a Defined Benefit Plan were it not for the Limitations.  This
Plan is to be unfunded and is maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees.

    


    This
document amends and fully restates this Plan effective as of January 1,
2008.  The terms of this amended and restated document shall apply to
Participants who incur a Separation from Service on or after January 1,
2008.  The benefits under this Plan with respect to any Participant
whose Separation from Service occurred prior to January 1, 2008 shall be
determined under the terms of this Plan as in effect on the date of such
Participant’s Separation from Service without regard to amendments made to this
Plan thereafter.

    


    SECTION
2 - Definitions

    


    As used
in this Plan, the following terms shall have the meanings
indicated:

    


    “Accrued
Pension” means the benefit the Participant has accrued and vested under a
Defined Benefit Plan, expressed as a single-life annuity payable for the
Participant’s life beginning at the Participant’s normal retirement date or, if
later, his or her actual retirement date, under the Defined Benefit
Plan.

    


    “Actuarial
Equivalent” means a benefit of equivalent value on a specific date, computed on
the basis of the actuarial assumptions used to determine benefit equivalencies
under the applicable Defined Benefit Plan and using such other reasonable
actuarial assumptions and methods that may be adopted by the Pension Committee
from time to time, in its sole discretion, for this
purpose.  Notwithstanding the foregoing, in the event a Participant
has elected to receive the accelerated method of payment (five annual
installments or lump sum payment) of the present value of his or her
Supplemental Pension under this Plan, the amount of the lump sum payment or
installment payments (including the Supplemental Spouse’s Death Benefit) shall
be calculated using an interest rate equal to four and one-half percent (4.5%)
and the 1994 Group Annuity Reserving Table (determined on a unisex basis and
projected to 2002, all as described in IRS Revenue Ruling 2001-62)
and assuming that the Participant will earn no wages subject to the Social
Security Act nor further accrue any other retirement benefits after his or her
Benefit Determination Date and that his or her retirement benefits under the
Social Security Act and all other retirement benefits will begin at the earliest
date they are available
after the Participant’s 

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Benefit
Determination Date and using such other reasonable actuarial assumptions and
methods that may be adopted by the Pension Committee from time to time, in its
sole discretion, for this purpose.

    

     

    “Benefit
Determination Date” means the first day of the calendar month immediately
following the later of the Participant’s 55th
birthday or the date of his or her Separation from Service.

    


    “Beneficiary”
means the beneficiary designated in accordance with Section 7 to receive any
benefit provided under this Plan in the event of a Participant’s
death.

    


    “Black
& Decker Company” means The Black & Decker Corporation or any of its
affiliates and subsidiaries.

    


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

    


    “Company”
means Black & Decker (U.S.) Inc.

    


    “Defined
Benefit Plan” means a defined benefit plan within the meaning of Section 3(35)
of ERISA that is sponsored by a Black & Decker Company and is intended to
qualify under Section 401(a) of the Code.

    


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

    


    “Limitations”
means the maximum limitation on benefits under Section 415 of the Code and
reductions in pensionable earnings due to Section 401(a)(17) of the Code and the
deferral of compensation under The Black & Decker Supplemental Retirement
Savings Plan or other similar plan.

    


    “Participant”
means any employee of a Black & Decker Company eligible to participate in
this Plan in accordance with Section 3.

    


    “Payment
Date” means the Participant’s Benefit Determination Date or,  in the
case of a Participant who qualifies as a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code and related guidance and regulations,
the first day of the calendar month immediately following the later of the
Participant’s Benefit Determination Date or the date that is six months and one
day after his or her Separation from Service.  A Participant will be a
“specified employee” only if, as of the date of the Participant’s Separation
from Service, the Participant is identified as a “specified employee” on a
separate document created by the Pension Management Committee of The Black &
Decker Corporation that is applicable to this Plan and all nonqualified deferred
compensation plans of any Black & Decker Company, which document (as
modified from time to time) is hereby incorporated herein by this reference and
made a part of this Plan.  Notwithstanding anything to the contrary,
if the Pension Committee reasonably determines that the making of any payment to
a Participant under this Plan will violate federal  

     

    
      
        
        

      

      
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      securities
laws or other applicable law, the Pension Committee may delay a Participant’s
Payment Date until the earliest date at which the Pension Committee determines
that the making of that payment will not violate those laws.

    

    


    “Pension
Committee” means The Black & Decker (U.S.) Inc. Pension
Committee.

    


    “Plan”
means this document entitled “The Black & Decker Supplemental Pension Plan”
as amended from time to time.

    


    “Separation
from Service” means a separation from service within the meaning of Section
409A(a)(2)(A)(i) of the Code and related guidance and regulations.

    


    “Supplemental
Pension” means the supplemental pension benefit determined in accordance with
Section 4.

    


    “Supplemental
Spouse’s Death Benefit” means the pre-retirement death benefit payable to a
Participant’s surviving spouse as more particularly described in Section
6(b).

    


    SECTION
3 - Eligibility

    


    Except as
otherwise provided under this Section 3 or by Section 10 of this Plan, any
employee of a Black & Decker Company who is determined by the Pension
Committee to be a member of a select group of management or highly compensated
employees of a Black & Decker Company and whose benefit under any Defined
Benefit Plan is reduced because of the Limitations shall be a Participant in
this Plan eligible to receive a Supplemental Pension.  If a
Participant’s benefit under more than one Defined Benefit Plan is reduced
because of the Limitations, the Participant shall be eligible to receive a
separate Supplemental Pension relating to each such Defined Benefit Plan, and
the provisions of this Plan shall be applied separately with respect to each
such Supplemental Pension.

    


    SECTION
4 - Calculation of Supplemental Pension

    


    A
Participant’s Supplemental Pension relating to any Defined Benefit Plan shall be
the Actuarial Equivalent of a benefit that would begin on the Participant’s
Benefit Determination Date that is equal to the excess of:

    


    (a)           The
Participant’s Accrued Pension, calculated without regard to the Limitations;
over

    


    (b)           The
Participant’s actual Accrued Pension.

    


    Notwithstanding
the foregoing, the Supplemental Pension shall be reduced by the Actuarial
Equivalent of the amount of any benefit payable by a Black & Decker Company,
or by a plan sponsored by a Black & Decker Company, which is similarly
intended to offset the impact of any of the Limitations.

    


    
      
        
          
             

            


          

           


        

        
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    SECTION
5 - Payment of Supplemental Pension

    


    
      
        
          
            
              (a)           Except
as provided in Section 5(b), a Participant’s Supplemental Pension shall be paid
in the form of a monthly 10-year guaranteed single life annuity for the
Participant’s life, commencing on the Participant’s Payment Date, and providing
that, in the event the Participant should die before receiving at least 120 of
those monthly payments, the balance of those 120 monthly payments will continue
to be paid monthly to the Participant’s Beneficiary until the Participant and
his or her Beneficiary together shall have received a total of 120 monthly
payments.

              


              (b)           Any
Participant who was eligible for and, on or before December 31, 2006, properly
elected the accelerated payment of the Supplemental Pension shall receive his or
her Supplemental Pension under Paragraphs (1) or (2) of this Section
5(b).

            

          

        

        
          


          (1)           If
the Participant’s Payment Date occurs before his or her 65th birthday, the
present value of the Participant’s Supplemental Pension (including any benefits
payable to the spouse or other Beneficiary) shall be paid to him or her in five
(5) equal annual installments that are the Actuarial Equivalent of the
Participant’s Supplemental Pension (including any benefits payable to the spouse
or other Beneficiary), which installments shall be payable on the Participant’s
Payment Date and the succeeding four anniversaries of the Participant’s Payment
Date, with those installment payments being calculated taking into account
interest from the Benefit Determination Date to the date of the last installment
payment at the rate of four and one-half percent (4.5%).

          


          (2)           If
the Participant’s Payment Date occurs on or after the Participant’s 65th
birthday, the present value of the Participant’s Supplemental Pension (including
any benefits payable to the spouse or other Beneficiary) shall be paid to him or
her in a lump sum payment that is the Actuarial Equivalent of the Participant’s
Supplemental Pension (including any benefits payable to the spouse or other
Beneficiary).

           

        

      

    

    SECTION
6 - Death Benefits

    


    (a)           Except
as provided in Section 6(c), if a Participant dies on or after the Participant’s
Payment Date, the only death benefit payable to his or her Beneficiary from this
Plan shall be the death benefit, if any, payable to the Benefici­ary under
Section 5(a), commencing on the date one month after the date of the last
monthly payment paid to the Participant before his or her death.  No
death benefit shall be payable to the Participant’s Beneficiary under this
Section 6(a) if the Participant elected the 5-year installments or lump sum
accelerated method of payment under Section 5(d).  If a Participant’s
Beneficiary predeceases the Participant, the death benefit provided under this
Section 6(a) shall be paid to the contingent Beneficiary designated by the
Participant, or if none is designated, to the Participant’s estate.

     

    (b)           If
a Participant dies before
the Participant’s Payment Date, the only death
benefit that shall be provided from this Plan is the Supplemental Spouse’s Death
Benefit. Except as

    

    

    
      
        
        

      

      
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    provided
in Section 5(d), the Supplemental Spouse’s Death Benefit shall be a benefit
payable to the Participant’s surviving spouse at the same time and in the same
form as the surviving spouse is paid the spouse’s death benefit under the
related Defined Benefit Plan.  The amount of the Supplemental Spouse’s
Death Benefit shall be determined in the same manner as the spouse’s death
benefit under the related Defined Benefit Plan is determined, except on the
basis of the Participant’s Supplemental Pension under this Plan rather than the
Participant’s Accrued Pension under the Defined Benefit Plan.  The
Participant’s spouse who is entitled to receive the payment(s) under this
Section 6(b) shall be the person, if any, of the opposite sex to whom the
participant is legally married at the Participant’s death.

    
      


      (c)           In
the event a Participant has validly elected the accelerated method of payment
under Section 5(b) and dies before his or her Separation from Service, the
Participant’s spouse, if any, shall receive the Actuarial Equivalent present
value of the Supplemental Spouse’s Death Benefit under Section 6(b), payable in
five (5) annual installment payments if the Participant died before reaching age
65, or in a lump sum payment if the Participant died on or after his or her 65th
birthday, with the payment(s) beginning or to be made on the first day of the
third full calendar month following the Participant’s date of death. If the
Participant has validly elected the accelerated method of payment under Section
5(b) and dies before his or her Separation from Service and has no surviving
spouse, then no benefit shall be payable to anyone under this Plan with respect
to the Participant.  If the Participant has validly elected the
accelerated method of payment under Section 5(b) and dies after his or her
Separation from Service but before receiving the lump sum payment or all of the
5-year installment payments as elected under this Section 5(d), then that lump
sum payment or the remaining installment payments shall be paid to the
Participant’s Beneficiary at the time those payments would have been paid to the
Participant.  The Participant’s spouse who is entitled to receive the
payment(s) under this Section 6(c) shall be the person, if any, of the opposite
sex to whom the participant is legally married at the Participant’s
death.

    

    


    SECTION
7 - Beneficiary Designation

    


    A
Participant may designate a Beneficiary and contingent Beneficiary to receive
the death benefit provided under Section 6. A Participant’s Beneficiary
designation must be in writing, on a form signed by the Participant and
acceptable to the Pension Committee, and shall be effective upon receipt by the
Pension Committee before the Participant’s death. A Participant may change his
or her Beneficiary designation at any time and the last designation received by
the Pension Committee shall control. If the Participant fails to validly
designate a Beneficiary under this Plan or if his designated Beneficiary fails
to survive him or her, any death benefit provided under Section 6 shall be paid
to the contingent Beneficiary designated by the Participant, or if none is
designated, to the Participant’s estate.

     

    
      SECTION
8 - Tax Withholdings

      


      The
Company shall have the right to deduct from each payment to be made hereunder
any withholding or other taxes required by law.

    

    


    
      
        
        

      

      
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    SECTION
9 - Payments in the Event of Incapacity

    


    In the
event that the Pension Committee shall find that the Participant or other person
entitled to a benefit is unable to care for his or her affairs because of
illness or accident or is a minor or has died, the Company may pay any benefit
payment due him or her to his or her spouse, a child, a parent or other blood
relative, or to a person with whom he or she resides, unless claim shall have
been made therefor by a duly appointed legal representative, and any such
payment so made shall be a complete discharge of the liabilities of the Company
therefor.

    


    SECTION
10 - Forfeitures

    


    
      
        
          (a)           Anything
to the contrary notwithstanding, all of the rights and benefits under this Plan
of a Participant, his or her surviving spouse and his or her Beneficiary, shall
be forfeited under the following circumstances:

        

        


        (1)           if
the Participant’s employment with the Black & Decker Companies is terminated
by reason of fraud, misappropriation or intentional material damage to the
property or business of a Black & Decker Company; commission of a felony; or
the continuance of a willful and repeated failure by the Participant to perform
his or her duties after written notice to the Participant specifying such
failure; or

        


        (2)           if,
during the period of 24 months beginning on the date of his or her termination
of employment with the Black & Decker Companies, without the prior written
consent of the applicable Black & Decker Company, the Participant enters
into competition with any of the Black & Decker Companies or discloses or
uses confidential information of any of the Black & Decker
Companies.

        


        (b)           If
a Participant receives payment of his or her benefits under this Plan in a lump
sum or installments in accordance with Section 5(b) and during the period of 24
months beginning on the date of his or her termination of employment with the
Black & Decker Companies, without the Company’s written consent, enters into
competition with any of the Black & Decker Companies or discloses or uses
confidential information, the Participant shall forfeit his or her right to
those installment payments or that lump sum payment and shall immediately repay
to the Company the full amount of that lump sum payment or the installment
payments that he or she received in accordance with Section 5(b).

        


        
          (c)           For
the purposes of this Plan, a Participant shall be deemed to have entered into
competition with one of the Black & Decker Companies if the Participant,
directly or indirectly, solicits as a customer any company that is or was a
customer of a Black & Decker Company during the Participant’s employment, or
that is or was a potential customer of a Black & Decker Company with which a
Black & Decker Company has made business contacts during the Participant’s
employment; provided, however, that the Participant shall not be deemed to be in
competition with Black & Decker by soliciting a company as a customer of any
business that is not in
direct or indirect competition with any of the types of businesses conducted by
a Black & Decker Company within any of the same territories as the Black
& Decker Companies conduct

        

      

    

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        
such
business.  In addition, a Participant shall be deemed to have entered
into competition with one of the Black & Decker Companies he or she directly
or indirectly (whether as a consultant, agent, officer, director, stockholder,
employee, owner, operator, sole proprietor, partner, joint venturer or
otherwise) participates in or is connected with the ownership, operation,
management or control of any business enterprise which is in competition,
whether direct or indirect, with any of the types of businesses conducted by any
of the Black & Decker Companies for which the Participant rendered any
services within the preceding 36 months and within any of the same territories
as such Black & Decker Companies conduct that type of business, as
determined by the Pension Committee in its sole and absolute discretion;
provided, however, that the Participant’s ownership for investment of five
percent (5%) or less of the stock of a publicly-held company shall not be
prohibited hereby. For the purposes of this Plan, the term “confidential
information” means any information which any of the Black & Decker Companies
considers secret or confidential, including but not limited to information about
the business, customers, employees, or marketing of the Black & Decker
Companies, or technical data, drawings or other know-how, as determined by the
Pension Committee in its sole and absolute discretion; provided, however, that
the disclosure or use by the Participant of secret or confidential information
shall not be prohibited hereby once such secret or confidential information
comes into the public domain through no action of the Participant. If any
restriction imposed by this Section is more restrictive than permitted by law,
the scope of the restriction is to be limited to the extent permitted by law,
but is not to be deemed unenforceable or void.

    

    


    SECTION
11 - Company’s Obligations Unfunded and Unsecured

     

        Except as otherwise
required by applicable law, the Company’s obligations under this Plan are not
required to be funded or secured in any manner; no assets need be placed in
trust or in escrow or otherwise physically or legally segregated for the benefit
of any Participant; and the eventual payment of the benefits described in this
Plan to a Participant or the Participant’s spouse or Beneficiary is not required
to be secured to the Participant or them by the issuance of any negotiable
instrument or other evidence of the Company’s indebtedness.  Neither a
Participant nor the Participant’s spouse or Beneficiary, or any other person who
could or might possibly receive benefit payments that were due to the
Participant or the Participant’s spouse or Beneficiary, is entitled to any
property interest, legal or equitable, in any specific asset of the Company,
and, to the extent that any person acquires any right to receive payments under
the provisions of this Plan, that right is intended to be no greater than or to
have any preference or priority over the rights of any other unsecured general
creditor of the Company. However, the Company reserves the right, in its sole
discretion, to accumulate assets to offset its eventual liabilities under this
Plan and physically or legally to segregate assets for the benefit of any
Participant or Participant’s spouse or Beneficiary (whether by escrow, by trust,
by the purchase  of an annuity contract or by any other method of
funding selected by the Company) without liability for any adverse tax
consequences resulting to that Participant or that Participant’s spouse or
Beneficiary from the Company’s action.  Any such segregation of assets
may be made with respect to the Company’s obligations under this Plan for
benefits attributable to an individual Participant, a selected group of
Participants or all Participants, as the Company may determine from time to
time, in its absolute discretion.  Benefits under this Plan shall be
payable by the Company from the Company’s general assets and no other company
shall have any responsibility

    
      
        
        

      

      
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    or liability under this
Plan.  The Company’s liabilities under this Plan shall, however, be
discharged to the extent of any payment received by the Participant (or the
Participant’s surviving spouse or Beneficiary) from any other company made for
that purpose and on the Company’s behalf or for its benefit.

    


    SECTION
12 - Alienation or Encumbrance

    


    No
payments, benefits or rights under this Plan shall be subject in any manner to
anticipation, sale, transfer, assignment, mortgage, pledge, encumbrance, charge
or alienation by a Participant, the Participant’s spouse or Beneficiary or any
other person who could or might possibly receive benefit payments that were due
to the Participant or the Participant’s spouse or Beneficiary, but were not
paid.  If the Company determines that any person entitled to payments
under this Plan has become insolvent, bankrupt, or has attempted to anticipate,
sell, transfer, assign, mortgage, pledge, encumber, charge or otherwise in any
manner alienate any amount payable to that person under this Plan or that there
is any danger of any levy, attachment, or other court process or encumbrance on
the part of any creditor of that person, against any benefit or other amounts
payable to that person, the Company may, in its sole discretion and to the
extent permitted by law, at any time, withhold any or all such payments or
benefits and apply the same for the benefit of that person, in such manner and
in such proportion as the Company may deem proper.

    


    SECTION
13 - Administration of Plan

    


    (a)           This
Plan shall be interpreted, administered, and operated by the Pension Committee,
which shall have complete authority, in its sole and absolute discretion, to
determine who is eligible for benefits hereunder, to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations necessary or advisable for the administration of this
Plan. The Pension Committee’s interpretations of this Plan and actions in
respect of this Plan shall be binding and conclusive on all persons for all
purposes.  It is intended that this Plan comply with Section 409A of
the Code and any regulations or guidance issued thereunder and
shall be interpreted accordingly. Notwithstanding the amendment pro­visions
of Section 17, this Plan may be amended by the Board of Directors of the Company
at any time, retroactively, if found necessary, in the opinion of the Board of
Directors, to conform this Plan to the provisions and requirements of Section
409A of the Code. No such amendment shall be
considered prejudicial to any interest of a Participant, the Participant’s
spouse, or Beneficiary hereunder. Any provision of this Plan not in conformance
with Code Section 409A shall be void.

     

    
                      (b)           Neither
the Pension Committee nor any person acting on its behalf shall be liable to any
person for any action taken or omitted in connection with the interpretation and
administration of this Plan unless attributable to gross negligence or willful
misconduct. In addition to such other rights of indemnification as they may have
as directors, officers or employees of the Company, each member of the Pension
Committee shall be indemnified by the Company against the reasonable expenses,
including attorneys’ fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which he or she may be a party by reason of any action taken or
omitted

    

     

    
      
        
        

      

      
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    under or
in connection with this Plan, and against all amounts paid in settlement
thereof, provided such settlement is approved by independent legal counsel
selected by the Company, or paid by him or her in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such member is
liable for gross negligence or willful misconduct in his or her duties; provided
that within 60 days after the institution of such action, suit or proceeding the
member shall in writing offer the Company the opportunity, at its own expense,
to handle and defend the same.

    


    (c)           If
a Participant is also a member of the Pension Committee, the Participant may not
vote or act upon matters relating specifically to his or her participation in
this Plan.

    


    SECTION
14 - No Guarantee of Employment

    


    This Plan
shall not be construed as conferring any legal rights upon any Participant for
continuation of employment, nor shall it interfere with the rights of the
Company to discharge a Participant and to treat him or her without regard to the
effect which such treatment might have upon him or her under this
Plan.

    


    SECTION
15 - Choice of Law

    


    This
Plan, and the respective rights and duties of the parties hereunder, shall in
all respects be governed by and construed in accordance with the laws of the
State of Maryland, except to the extent that those laws shall have been
preempted by the laws of the United States.

    


    SECTION
16 - Claims Procedure

    


    
      Any claim
by a Participant, a Participant’s spouse or Beneficiary that benefits under this
Plan have not been paid in accordance with the terms and conditions of this Plan
shall be made in writing and delivered to the Pension Committee at the Company’s
principal office in the State of Maryland. The Pension Committee shall notify
the claimant if any additional information is needed to process the claim. All
claims shall be approved or denied by the Pension Committee within 90 days of
receipt of the claim by the Pension Committee. If the claim is denied, the
Pension Committee shall furnish the claimant with a written notice
containing:

    

     

    
      (a)           an
explanation of the reason for the denial,

       

      
        (b)           a
specific reference to the applicable provisions of this Plan,

        


        (c)           a
description of any additional material or information necessary for the claimant
to pursue the claim, and

         

        (d)           a
statement of the claimant’s right to bring a civil action under Section 502(a)
of ERISA.

      

    

    


    
      
        
        

      

      
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    Within 90
days of receipt of the notice described above, the claimant shall, if he or she
desires further review, file a written request for reconsideration with the
Pension Committee. A request for reconsideration must include an explanation of
the grounds for the request and the facts supporting the claim. So long as the
claimant’s request for review is pending, including such 90-day period, the
claimant or his or her duly authorized representative may review pertinent
documents and may submit issues and comments in writing to the Pension
Committee.

    


    A final
and binding decision shall be made by the Pension Committee within 60 days of
the filing of the request for reconsideration; provided, however, that the
Pension Committee, in its discretion, may extend this period up to an additional
60 days.

    


    The
decision by the Pension Committee shall be conveyed to the claimant in writing
and shall include specific reasons for the decision, with specific references to
the applicable provisions of this Plan on which the decision is based and a
statement of the claimant’s right to bring a civil action under Section 502(a)
of ERISA.

    


    SECTION
17 - Amendments and Termination

    


    The Board
of Directors of the Company reserves the right, in its sole and absolute
discretion: (a) to amend this Plan, in whole or in part, at any time and from
time to time, and (b) to terminate this Plan at any time; provided, however,
that no such amendment or termination shall have the effect of accelerating or
permitting the acceleration of any payment under this Plan, except to the extent
that such acceleration would be permitted under Section 409A of the Code, and,
except as otherwise provided in Section 5(b), no such amendment or termination
shall reduce the Supplemental Pension or the Supplemental Spouse’s Death Benefit
determined as of the date on which the amendment is adopted or this Plan is
terminated, as the case may be.

    


    Amendment
and Restatement adopted October 16, 2008

     

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