Exhibit
10-h-6

    


    AMENDED
& RESTATED

    


    ROCKWELL
COLLINS 2005

    NON-QUALIFIED
PENSION PLAN

    


    Effective
as of January 1, 2005


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDED
& RESTATED

    ROCKWELL
COLLINS 2005

    NON-QUALIFIED
PENSION PLAN

     

    The
purpose of this Plan is to provide benefits in excess of the Benefit Limitation
(as defined below) to a group of employees and to provide benefits in excess of
the Compensation Limit (as defined below) to a select group of management and
highly compensated employees of Rockwell Collins, Inc. and its affiliates. 
This Plan also provides benefits in excess of the benefits provided under the
Company Pension Plan (as defined below) to a select group of highly compensated
employees consisting of Corporate Pilots and to a select group of management or
highly compensated employees who deferred compensation under the Rockwell
Collins Deferred Compensation Plan prior to 2005 and attained 85 points under
the Rule of 85 after December 31, 2004.  This Plan is unfunded for tax
purposes and for purposes of Title I of ERISA.

     

    This Plan
is established effective as of January 1, 2005 for accrued benefits that were
earned and vested after December 31, 2004 under the Rockwell Collins
Non-Qualified Pension Plan (“Pre-2005 Plan”) through September 30, 2006, the
date the Pre-2005 Plan was frozen.  This Plan was amended and restated on
December 17, 2010.

     

    ARTICLE
I

    DEFINITIONS

     

    1.003     Actuarial
Equivalent means equal value based on Interest Rate and, as applicable,
Mortality Assumptions.  The calculations for specific purposes are as
described below. For all purposes, actuarial equivalence shall be determined as
of the earliest of the Participant's Separation from Service, Retirement, death
or, if the Participant has elected a distribution under Section
2.050, a 409A Change of Control.

     

    
      	
               
      

            	
              (a)

            	
              For
      a lump sum calculated upon Retirement the calculation will reflect the
      immediate benefit payable.

            


    

     

    
      	
               
      

            	
              (b)

            	
              For
      a lump sum calculated upon Separation from Service other than a
      Layoff-Slide the calculation will reflect the normal age 65 retirement
      benefit (as defined in the Company Pension
  Plan).

            


    

     

    
      	
               
      

            	
              (c)

            	
              For
      a lump sum calculated upon a Layoff-Slide the calculation will reflect the
      retirement benefit payable at age 55 (as defined in the Company Pension
      Plan), as determined reflecting any additional age and/or service that
      would be earned by age 55 under those
  provisions.

            


    


    
      
         


      

      
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              (d)

            	
              For
      annual installment payments, the calculation will reflect the immediate
      benefit payable converted to a period-certain
  annuity.

            


    

     

    
      	
               
      

            	
              (e)

            	
              For
      purposes of Section 2.030(e), a level benefit shall be determined that is
      the actuarial equivalent of:

            


    

     

    
      	
               
      

            	
              i.

            	
              the
      benefit determined under Section 2.030 and payable without reduction for
      the benefit that would be payable under the Certain Salaried Sub-Plan
      until the later of (i) the earliest Annuity Starting Date under the
      Certain Salaried Sub-Plan (assuming that the Participant has terminated
      employment as of the earliest date identified in clause (ii)) or
      (ii) the earliest of the Participant's Separation from Service,
      Retirement, death or, if the Participant has elected a distribution under
      Section 2.050, a 409A Change of Control,
plus

            


    

     

    
      	
               
      

            	
              ii.

            	
              the
      benefit payable under Section 2.030 reduced as of the later of (i) the
      earliest Annuity Starting Date under the Certain Salaried Sub-Plan
      (assuming that the Participant has terminated employment as of the
      earliest date identified in clause (ii)) or
      (ii) the earliest of the Participant's Separation from Service,
      Retirement, death or, if the Participant has elected a distribution under
      Section 2.050, a 409A Change of Control by the amount of the benefit that
      would be payable under the Certain Salaried Sub-Plan if the Annuity
      Starting Date was equal to such date and the same optional form of payment
      was elected.

            


    

     

    For
Participants who have elected to receive their benefits as an annuity option, as
allowed by Section 2.040, the calculation shall reflect benefits payable in the
elected annuity form under this Plan.  For Participants who have elected to
receive their benefits as a lump sum or annual installments, as allowed by
Section 2.040, the calculation shall reflect benefits payable as a single life
annuity.

     

    
      	
               
      

            	
              (f)

            	
              For
      purposes of determining the benefit payable as of the deferred payment
      date after a change in election pursuant to Section 6.020, the benefits
      shall be calculated as if they commenced immediately.  As of the
      deferred payment date, the Participant, surviving spouse or Participant’s
      estate shall receive the sum of:

            


    

     

    
      	
               
      

            	
              i.

            	
              ongoing
      payments, if applicable, reflecting the elected payment form and
      survivorship of the Participant and, if applicable, surviving spouse,
      and

            


    

     

    
      	
               
      

            	
              ii.

            	
              a
      one-time payment of all benefits that would have been paid during the
      five-year deferral period if benefits had not been deferred due to the
      requirements of Section 6.020.  Each deferred payment shall be
      increased from the date it otherwise would have been paid to the deferred
      payment date reflecting the Interest Rate applicable to the original
      benefit calculation.

            


    


    
      
         


      

      
        - 3
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    1.005     Affiliate
means:

     

    
      	
               
      

            	
              (a)

            	
              any
      company incorporated under the laws of one of the United States of America
      of which the Company owns, directly or indirectly, eighty
      percent (80%) or more of the combined voting power of all classes of
      stock or eighty percent (80%) or more of the total value of the
      shares of all classes of stock (all within the meaning of Code
      Section 1563);

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      partnership or other business entity organized under such laws, of which
      the Company owns, directly or indirectly, eighty percent (80%) or
      more of the voting power or eighty percent (80%) or more of the total
      value (all within the meaning of Code Section 414(c));
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      other company deemed to be an Affiliate by the Board of
      Directors.

            


    

     

    
      	
              1.010

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

            


    

     

    
      	
              1.020

            	
              Board
      of Directors means the Company's Board of
  Directors.

            


    

     

    
      	
              1.025

            	
              Certain
      Salaried Sub-Plan means the Certain Salaried Plan (Sub Plan No.
      003) to the Company Pension Plan.

            


    

     

    
      	
              1.030

            	
              Change
      of Control means
      any of the following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of
      1934, as amended (the "Exchange Act") (a “Person”) of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
      20% or more of either (1) the then outstanding shares of common stock of
      the Company (the “Outstanding Company Common Stock”) or (2) the combined
      voting power of the then outstanding voting securities of the Company
      entitled to vote generally in the election of directors (the “Outstanding
      Company Voting Securities”); provided, however, that for purposes of this
      subsection (a), the following acquisitions shall not constitute a Change
      of Control:  (w) any acquisition directly from the Company, (x)
      any acquisition by the Company, (y) any acquisition by any employee
      benefit plan (or related trust) sponsored or maintained by the Company or
      any corporation controlled by the Company or (z) any acquisition pursuant
      to a transaction which complies with clauses (1), (2) and (3) of
      subsection (c) of this Section 1.030;
or

            


    


    
      
         


      

      
        - 4
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              (b)

            	
              Individuals
      who, as of the date hereof, constitute the Board of Directors of the
      Company (the “Incumbent Board”) cease for any reason to constitute at
      least a majority of the Board of Directors; provided, however, that any
      individual becoming a director subsequent to that date whose election, or
      nomination for election by the Company's shareowners, was approved by a
      vote of at least a majority of the directors then comprising the Incumbent
      Board shall be considered as though such individual were a member of the
      Incumbent Board, but excluding, for this purpose, any such individual
      whose initial assumption of office occurs as a result of an actual or
      threatened election contest with respect to the election or removal of
      directors or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Board of Directors;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Consummation
      of a reorganization, merger or consolidation or sale or other disposition
      of all or substantially all of the assets of the Company or the
      acquisition of assets of another entity (a “Company Transaction”), in each
      case, unless, following such Company Transaction, (1) all or substantially
      all of the individuals and entities who were the beneficial owners,
      respectively, of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities immediately prior to such Company Transaction
      beneficially own, directly or indirectly, more than 50% of, respectively,
      the then outstanding shares of common stock and the combined voting power
      of the then outstanding voting securities entitled to vote generally in
      the election of directors, as the case may be, of the corporation
      resulting from such Company Transaction (including, without limitation, a
      corporation which as a result of such transaction owns the Company or all
      or substantially all of the Company’s assets either directly or through
      one or more subsidiaries) in substantially the same proportions as their
      ownership, immediately prior to such Company Transaction of the
      Outstanding Company Common Stock and Outstanding Company Voting
      Securities, as the case may be, (2) no Person (excluding any employee
      benefit plan (or related trust) of the Company or of such corporation
      resulting from such Company Transaction) beneficially owns, directly or
      indirectly, 20% or more of, respectively, the then outstanding shares of
      common stock of the corporation resulting from such Company Transaction or
      the combined voting power of the then outstanding voting securities of
      such corporation except to the extent that such ownership existed prior to
      the Company Transaction and (3) at least a majority of the members of the
      board of directors of the corporation resulting from such Company
      Transaction were members of the Incumbent Board at the time of the
      execution of the initial agreement, or of the action of the Board of
      Directors, providing for such Company Transaction;
  or

            


    

     

    
      	
               
      

            	
              (d)

            	
              Approval
      by the Company’s shareowners of a complete liquidation or dissolution of
      the Company.

            


    


    
      
         


      

      
        - 5
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              1.040

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

            


    

     

    
      	
              1.050

            	
              Committee
      means the Compensation Committee of the Board of
  Directors.

            


    

     

    
      	
              1.060

            	
              Company
      means Rockwell Collins, Inc., a Delaware
  corporation.

            


    

     

    
      	
              1.070

            	
              Company
      Officer means
      an employee who, effective July 23, 2007 attains a Salary Grade of M0 or
      M1, or who prior to July 23, 2007 but after June 30, 2006 attained a
      Salary Grade of M9 or M0 or who prior to July 1, 2006 attained a Salary
      Grade of 23 or higher.

            


    

     

    
      	
              1.080

            	
              Company
      Pension Plan means the Rockwell Collins Pension
    Plan.

            


    

     

    
      	
              1.090

            	
              Compensation
      Limit means the limitation imposed by Section 401(a)(17) of the
      Code on the amount of compensation which can be considered in determining
      the amount of a participant's benefit under the Company Pension
      Plan.

            


    

     

    
      	
              1.095

            	
              Corporate
      Pilot means any Participant in the Company Pension Plan whose
      primary duty as an employee is the operation of aircraft as a pilot or
      co-pilot for at least one year  immediately preceding the
      earliest of (i) Retirement, (ii) termination, if at the time of
      termination the Participant is Retirement eligible, or (iii) Layoff, if
      the Participant is or will become Retirement eligible while on Layoff
      status.

            


    

     

    
      	
              1.100

            	
              Defined
      Benefit Plan has the same
      meaning given that term in Section 3(35) of
  ERISA.

            


    

     

    
      	
              1.105

            	
              Delinkage
      Date means January 1, 2009 or such other date as is permitted under
      Section 409A and is approved by the Chief Executive Officer, Chief
      Financial Officer, Senior Vice President, Human Resources or General
      Counsel of the Company.

            


    

     

    
      	
              1.107

            	
              Electronics
      Salaried Sub-Plan means the Electronics Salaried Plan (Sub Plan No.
      028) to the Company Pension Plan.

            


    

     

    
      	
              1.110

            	
              Employee
      means any person who is employed by the Company or by an Affiliate,
      including, to the extent permitted by Section 406 of the Code, any United
      States citizen regularly employed by a foreign Affiliate of the
      Company.

            


    

     

    
      	
              1.120

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

            


    

     

    
      	
              1.130

            	
              409A
      Change of Control means
      a “Change of Control Event” as defined in Treasury Regulation
      Section 1.409A-3(i)(5)(i) and as set forth in Treasury Regulation
      Section 1.409A-3(i)(5)(v)-(vii), applying the default rules and
      percentages set forth in such Treasury
  Regulations.

            


    


    
      
         


      

      
        - 6
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              1.140

            	
              Highly
      Compensated Employee means a participant in or retiree under the
      Company Pension Plan whose compensation would otherwise be considered
      under such Plan in determining his benefits thereunder in excess of the
      Compensation Limit.

            


    

     

    
      	
              1.150

            	
              Interest
      Rate means the average 30-Year Treasury Rate as published by the
      Internal Revenue Service in the October preceding the year of the earliest
      of the Participant's Separation from Service, Retirement, death or, if the
      Participant has elected a distribution under Section 2.050, a 409A Change
      of Control.

            


    

     

    
      	
              1.151

            	
              Layoff
      shall have the meaning ascribed to the term “Layoff” in the Company
      Pension Plan.

            


    

     

    
      	
              1.155

            	
              Layoff-Slide means
      the Separation from Service by a Participant resulting from a reduction in
      force, for a Participant who has attained age 50 but not attained age 55
      at the time of such Separation from Service, if service completed prior to
      the Layoff-Slide will be considered in the event the Participant is
      re-employed, under applicable policies or procedures.  A Participant
      shall be deemed to be on Layoff-Slide status for that period of time
      during which such service will be reinstated in the event of such
      re-employment.

            


    

     

    
      	
              1.160

            	
              Mortality
      Assumptions means the FAS 87 mortality assumptions used for the
      Company’s Net Periodic Benefit Costs in the Company’s fiscal year during
      which the earliest of the Participant's Separation from Service,
      Retirement, death or, if the Participant has elected a distribution under
      Section 2.050, a 409A Change of Control
occurs.

            


    

     

    
      	
              1.170

            	
              Participant
      means any participant in the Company Pension Plan whose benefits payable
      therefrom are restricted by the Benefit Limitation or the Compensation
      Limit.  Employees who were hired on or before September 30, 2006 who
      (1) are Corporate Pilots, (2) are Company Officers hired on or after
      January 1, 1993 but eligible for the pre-1993 formula under the Company
      Pension Plan, or (3) are participants in the Company Pension Plan who
      deferred compensation under the Rockwell Collins Deferred Compensation
      Plan and attained 85 points under the Rule of 85 after December 31, 2004,
      are also eligible to participate in this Plan.  Notwithstanding any
      other provision of this Plan or the Company Pension Plan to the contrary,
      no Employee or other person, individual or entity shall become a
      Participant in this Plan after the earlier of (a) September 30, 2006 or
      (b) the day on which a Change of Control
occurs.

            


    

     

    
      	
              1.180

            	
              Plan
      means this Amended and Restated Rockwell Collins 2005 Non-Qualified
      Pension Plan.

            


    

     

    
      	
              1.190

            	
              Plan
      Administrator means the person from time to time so designated by
      name or corporate office by the Board of
  Directors.

            


    

     

    
      	
              1.200

            	
              Pre-2005
      Plan means the Rockwell
      Collins Non-Qualified Pension Plan and its predecessor, the Rockwell
      International Corporation Non-Qualified Pension
  Plan.

            


    


    
      
         


      

      
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              1.210

            	
              Retirement
      means “separation from service” from the Company and all of its
      Affiliates, within the meaning of Section 409A, on or after attainment of
      age 55 other than for reason of
death.

            


    

     

    
      	
              1.220

            	
              Rule
      of 85 means, with respect to a Participant in the Electronics
      Salaried or Certain Salaried sub-plans of the Company Pension Plan
      attainment of at least age 55 but not more than age 62 with a sum of age
      (in years and months) and Credited Service (as defined in the Company
      Pension Plan) (in years and months) total 85 or more on or before the date
      of Separation from Service or Retirement.  For purposes of
      determining eligibility, years and months of service with the Company
      after September 30, 2006 shall also be
  considered.

            


    

     

    
      	
              1.230

            	
              Section
      409A means Section 409A of the Code and any regulations or other
      guidance issued thereunder.

            


    

     

    
      	
              1.240

            	
              Securities
      Exchange Act means the
      Securities Exchange Act of 1934, as
amended.

            


    

     

    
      	
              1.250

            	
              Separation
      from Service means a “separation from service” from the Company and
      all of its Affiliates, within the meaning of Section 409A, other than for
      reasons of Retirement or death.

            


    

     

    
      	
              1.260

            	
              Specified
      Employee has the meaning
      set forth in Section 409A, as determined each year in accordance with
      procedures established by the
Company.

            


    

     

    
      	
              1.270

            	
              Third
      Party Administrator means
      an independent third party selected by the Trustee and approved by the
      individual who, immediately prior to a Change of Control, was the
      Company’s Chief Executive Officer or, if not so identified, the Company’s
      highest ranking officer (the
“Ex-CEO”).

            


    

     

    
      	
              1.280

            	
              Trust
      means the master trust established by agreement between the Company and
      the Trustee, which will be a grantor
trust.

            


    

     

    
      	
              1.290

            	
              Trustee
      means Wells Fargo Bank, N.A., or any successor trustee of the Trust
      described in Section 1.280 of this
Plan.

            


    

     

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


    
      
         


      

      
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    ARTICLE
II

    DETERMINATION
OF BENEFITS

     

    
      	
              2.005

            	
              Effective
      as of the close of business on September 30, 2006, and notwithstanding any
      other provision in this Plan (or in the Company Pension Plan) to the
      contrary, individuals who first become Employees after September 30, 2006
      will not be eligible to become Participants in this Plan.   No
      benefits shall be accrued under this Plan after September 30, 2006, except
      pursuant to the Rule of 85.

            


    

     

    
      	
              2.010

            	
              This
      Plan has been established by the Company as a non-qualified pension plan
      for benefits earned and vested on and after January 1, 2005 for those
      employees of the Company and its Affiliates whose retirement benefits
      under the Company Pension Plan are, in the determination of those
      benefits, reduced by reason of application of the Compensation Limit
      and/or the Benefit Limitation for benefits earned and vested on and after
      January 1, 2005.  The Plan also provides enhanced benefits to (a)
      Corporate Pilots, (b) Company Officers hired on or after January 1, 1993
      but eligible for the pre-1993 formula under the Company Pension Plan, and
      (c) Participants in the Company Pension Plan who deferred compensation
      under the Rockwell Collins Deferred Compensation Plan and attained 85
      points under the Rule of 85 after December 31, 2004.  The Company
      shall pay from its general assets or from the Trust, as the case may be,
      to each Participant, or to the beneficiary, surviving spouse or joint
      annuitant of the Participant, a benefit which is equal to the amount of
      such reduction or enhancement and reduction or enhancement for benefits
      payable under the Pre-2005 Plan.

            


    

     

    
      	
              2.015

            	
              In
      the case of a Participant in the Company Pension Plan who deferred
      compensation under the Rockwell Collins Deferred Compensation Plan and
      attained 85 points under the Rule of 85 after December 31, 2004, the
      amount of the Participant’s benefits under the Company Pension Plan, to
      the extent reduced because of the Participant’s election to defer
      compensation under the Company’s Deferred Compensation Plan, shall instead
      be provided under this Plan.

            


    

     

    
      	
              2.020

            	
              If
      the monthly benefit for which a Participant would have been otherwise
      eligible at retirement under the Company Pension Plan is reduced because
      of application of the Compensation Limit,  the amount of such
      reduction shall instead be provided under this Plan.  For purposes of
      determining the benefit payable under this Plan, a Participant’s Average
      Annual Earnings shall mean the highest amount that can be determined by
      averaging the Participant’s Earnings (as defined in the Company Pension
      Plan) for any five (5) calendar years within the ten (10) calendar years
      (or lesser period, if applicable) of active employment which immediately
      precede the earliest of the dates on which the Participant retires, dies,
      terminates or commences an approved absence for disability or the date of
      the Company Pension Plan freeze (September 30, 2006) in accordance with
      the Company Pension Plan.  In determining Average Annual Earnings (as
      defined in the Company Pension Plan), any calendar year in which the
      Participant has less than a full year of Credited Service (as defined in
      the Company Pension Plan) shall be disregarded if doing so
      would  provide the Participant with a greater
      benefit.

            


    


    
      
         


      

      
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              2.025

            	
              In
      the case of a Participant who first becomes an Employee on or after
      January 1, 1993 and, prior to the earlier of his retirement from the
      Company or September 30, 2006 becomes a Company Officer, the monthly
      benefit payable to such Participant from this Plan shall be calculated
      pursuant to the same formula as is set forth in Article IV [Normal
      Retirement Benefit for Pre-1993 Participant] of the Certain Salaried or
      Electronics Salaried Sub-Plans of the Company Pension Plan for
      participants in that plan who were first employed by the Company prior to
      January 1, 1993, as applicable.

            


    

     

    In the
case of such Participant who is a Company Officer and has accrued Vesting
Service under the Company Pension Plan on or before December 31, 2002, the
monthly benefit payable to such Participant from this Plan shall be calculated
pursuant to the same formula as is set forth in 4.040(g) [Early Retirement under
Rule of 85] of the Certain Salaried or Electronics Salaried Sub-Plans of the
Company Pension Plan regardless of his date of hire.

     

    The
benefit provided under this Section 2.025 shall be reduced by the Actuarial
Equivalent of the benefit payable to the Participant under the Company Pension
Plan.

     

    
      	
              2.030

            	
              In
      the case of a Corporate Pilot,
      the following provisions shall apply effective as of January 1,
      1989 and shall supplement benefits earned by a Corporate Pilot under the
      Certain Salaried Sub-Plan.

            


    

     

    
      
        	
              	
                (a) 

              	
                Normal
      Retirement Benefit – At any time after attaining age 58, a Corporate Pilot
      may retire and receive a normal retirement benefit as hereinafter provided
      based upon Earnings and Credited Service, as determined in Article IV of
      the Certain Salaried Sub-Plan, to his Retirement date. The normal
      retirement benefit to which a Corporate Pilot shall be entitled shall
      equal the highest amount as determined under the applicable sub-section
      4.040(b), (c) or (d) of the Certain Salaried Sub-Plan by 1) substituting
      all references to age 62 with age 58, 2) substituting all references to
      age 55 with age 50, and 3) substituting the percentage of the Social
      Security Earnings Limit Offset used in sub-sections 4.040(b)(2) and
      4.040(c)(2) of the Certain Salaried or Electronics Salaried Sub-Plans of
      the Company Pension Plan as
follows:

              


      

    

     

    (i)  For
a Corporate Pilot whose date of birth is before 1938, the reduction shall be
0.390% of his Social Security Earnings Limit;

    


    (ii)  For
a Corporate Pilot whose date of birth is on or after January 1, 1938, and before
January 1, 1955, the reduction shall be 0.365% of his Social Security Earnings
Limit; and

    


    (iii)  For
a Corporate Pilot whose date of birth is on or after January 1, 1955, the
reduction shall be 0.340% of his Social Security Earnings Limit.

    


    For this
purpose, no changes in the Social Security Earnings Limit will be taken into
account for any period after September 30, 2006.


    
      
         


      

      
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                (b) 

              	
                Early
      Retirement Benefit – At any time after attaining age 50, a Corporate Pilot
      may retire and receive a reduced early retirement benefit. The early
      retirement benefit to which a Corporate Pilot shall be entitled shall
      equal the Normal Retirement Benefit computed as provided in Section
      2.030(a) above except that the amount of such benefit shall be reduced by
      1⁄2 of 1% for each complete month by which such commencement date precedes
      age 58.

              


      

    

     

    
      
        	
              	
                (c)

              	
                Supplemental
      Allowance – Any Corporate Pilot who retires under this Article II shall be
      deemed to be eligible for the supplemental allowance described in
      sub-section 4.040(f) [Supplemental Allowance upon Regular Early
      Retirement] of the Certain Salaried Sub-Plan if, at the time benefits
      become payable hereunder, he is eligible to elect to commence his
      retirement benefit prior to the age as of which old age benefits first
      become payable under the Federal Social Security Act (as in effect at the
      date of Retirement), and at the time of such termination he satisfies
      either (i) or (ii) below:

              


      

    

     

    (i) has
completed 15 or more years of Vesting Service and has attained age
58

    (ii) has
completed 30 or more years of Vesting Service and has attained age
50

     

    
      
        	
              	
                (d) 

              	
                Early
      Retirement under Rule of 85 – Any Corporate Pilot who has attained age 50
      but not age 58, and whose Credited Service plus his age total a minimum of
      85 shall be deemed to be eligible to receive retirement income, payable in
      accordance with sub-section 4.040(g) of the Certain Salaried sub-plan, by
      substituting the percentage of the Social Security Earnings Limit Offset
      used in sub-sections 4.040(g)(1)(C), 4.040(g)(2)(A)(ii) and
      4.040(g)(2)(C)(i) as follows:

              


      

    

     

    (i)  For
a Corporate Pilot whose date of birth is before 1938, the reduction shall be
0.390% of his Social Security Earnings Limit;

    


    (ii)  For
a Corporate Pilot whose date of birth is on or after January 1, 1938, and before
January 1, 1955, the reduction shall be 0.365% of his Social Security Earnings
Limit; and

    


    (iii)  For
a Corporate Pilot whose date of birth is on or after January 1, 1955, the
reduction shall be 0.340% of his Social Security Earnings Limit.

    


    For this
purpose, no changes in the Social Security Earnings Limit will be taken into
account for any period after September 30, 2006.

    


    
      
        	
              	
                (e) 

              	
                The
      benefit provided under this Section 2.030 shall be the Actuarial
      Equivalent of the benefit otherwise payable under this Section 2.030
      reduced by the Actuarial Equivalent of the benefit payable to the
      Corporate Pilot under the Certain Salaried Sub-Plan.  All
      non-qualified pension benefits for Corporate Pilots are considered earned
      and vested after December 31, 2004 and are therefore payable under
      this Plan and not the Pre-2005
Plan.

              


      

    


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

     

    
      	
              2.035

            	
              Subject
      to the provisions of Section 2.050, for Retirement distributions that
      commence prior to the Delinkage Date, any benefit payable under this Plan
      shall be paid to or in respect of the Participant in the same manner and
      at the same time and form that benefits become payable under the Company
      Pension Plan.

            


    

     

    
      	
              2.040

            	
              For
      distributions that commence on and after the Delinkage Date, the
      distribution provisions of the Company Pension Plan shall have no
      application to this Plan.  Effective for distributions that commence
      on and after the Delinkage Date, distribution to a Participant of his or
      her accrued benefit hereunder shall only be made upon the earliest of the
      Participant's Separation from Service, Retirement, death or, if the
      Participant has elected a distribution under Section 2.050, a 409A Change
      of Control.  All such distributions to Participants, as well as
      distributions made to beneficiaries hereunder, shall be made in the form
      of lump sum payments (including the value of any supplemental allowance
      determined under Section 2.030(c) above), subject to the
      following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      lump sum distribution under this Plan shall be the Actuarial Equivalent of
      the benefit otherwise payable under the
Plan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Effective
      for distributions commencing on or after the Delinkage Date, a Participant
      may make a one-time, irrevocable election to have his or her accrued
      benefit (including the value of any supplemental allowance determined
      under Section 2.030(c) above) under this Plan paid in (1) no more than ten
      (10) equal annual installments commencing upon Retirement that are the
      Actuarial Equivalent of the Participant’s accrued benefit under this Plan,
      or (2) the form of an annuity described in Exhibit A to this Plan. 
      Such election shall only apply to accrued benefits commencing upon
      Retirement and only if the Actuarial Equivalent lump sum of the
      Participant’s accrued benefit upon Retirement is greater than the amount
      specified under Section 402(g)(1)(B) of the Code ($15,500 for 2008). 
      A Participant may elect any of the forms of annuities or installments
      without the consent of such election by the Participant’s spouse. 
      Any such election to receive installments or an annuity shall be made no
      later than December 31st immediately preceding the Delinkage Date. 
      Except as otherwise provided in Section 6.020, such election shall be
      irrevocable.

            


    

     

    
      	
              2.050

            	
              Effective
      as of the Delinkage Date, notwithstanding any other provision of this Plan
      to the contrary, a Participant (including, for purposes of this Section
      2.050, a retiree who is currently receiving benefits under this Plan) may
      elect to have the benefits due hereunder paid as an Actuarial Equivalent
      lump sum in the event of the occurrence of a 409A Change of Control,
      subject to the following:

            


    


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              To
      be effective, the election must be made in writing and filed with the
      Committee no later than the December 31st immediately preceding the
      Delinkage Date.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Subject
      to Section 6.020, such election shall be
  irrevocable.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Lump
      sum payments to be made under this Section 2.050 to Participants or, in
      the case of the Participant's death, to the Participant's beneficiary
      shall be made within forty-five (45) days following the 409A Change of
      Control.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      the foregoing, if the Participant does not file a timely written or
      electronic election in accordance with Section 2.050(a) to receive or not
      receive his or her accrued benefit under the Plan in a lump sum upon a
      409A Change of Control, then such Participant’s accrued benefit under the
      Plan will automatically be paid in a lump sum upon a 409A Change of
      Control.

            


    

    


    
      	
               
      

            	
              (e)

            	
              For
      purposes of calculating the amount of the lump-sum distribution under this
      Plan, Participants who have attained age 50 but not attained age 55 at the
      time of a 409A Change of Control, shall be treated as if they were
      separated from service by reason of Layoff-Slide.  For purposes of
      calculating the amount of the lump sum distribution under this Plan,
      Participants, who are age 55 or older at the time of a 409A Change of
      Control, shall be treated as if they were separated from service by reason
      of Retirement.

            


    

    


    
      	
              2.060

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

            


    

    


    
      	
               
      

            	
              (a)

            	
              Subject
      to Section 6.030, any lump sum payments shall be paid within the sixty
      (60) day period following the close of the calendar year which includes
      the Participant's Separation from Service, Retirement or, if applicable,
      death.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Subject
      to Section 6.030, each annual installment payable shall be paid within the
      sixty (60) day period following the close of each calendar year during the
      payment period, commencing with the calendar year following the year which
      includes the Participant's Retirement or, if applicable,
      death.

            


    

    


    
      	
              2.070

            	
              Effective
      as of the Delinkage Date, notwithstanding any other provision of this Plan
      to the contrary, in the event that a Participant dies prior to
      commencement of distribution of his accrued benefit under the Plan, the
      Participant’s accrued benefit under this Plan shall be paid in a lump sum
      to his designated beneficiary within the sixty (60) day period following
      the close of the calendar year which includes the Participant’s
      death.  For purposes of this Section 2.070, the Participant’s accrued
      benefit shall be the present value of the accrued benefit payable in the
      form of a pre-retirement death benefit under the Company Pension Plan
      without regard to the Benefit Limitation and Compensation Limit, reduced
      by the present value of the accrued benefit payable in the form of the
      pre-retirement death benefit pursuant to the Company Pension Plan. 
      The beneficiary of such pre-retirement death benefit shall be designated
      as follows:

            


    


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (a)

            	
              A
      Participant who is unmarried on the date of such beneficiary designation
      may designate any person or persons as his beneficiary or beneficiaries
      (both principal as well as contingent) to whom distribution under this
      Plan shall be made in the event of his death prior to distribution of his
      accrued benefit under the Plan.  In the absence of such designation,
      the succession of beneficiaries, as specified in Section 8.020 of the
      Company Pension Plan shall be
controlling.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      any other provision of this Plan, in the event that a Participant is
      married on the date of his death and the Participant dies prior to
      commencement of distribution of benefits under this Plan, the
      Participant’s surviving spouse shall be the beneficiary of the
      Participant’s benefit under this
Plan.

            


    

    


    
      	
              2.080

            	
              Notwithstanding
      any other provision of this Plan to the contrary, if the Participant dies
      after commencement of distribution of his accrued benefit under the Plan,
      such benefit will be paid in the form elected pursuant to Section
      2.040.

            


    

    


    
      	
              2.090

            	
              Notwithstanding
      any other provision of this Plan to the contrary, in the event that a
      Participant Separates from Service prior to the Delinkage Date and prior
      to distribution of benefits under the Plan, any benefit payable under this
      Plan shall be paid to or in respect of the Participant in an Actuarial
      Equivalent lump sum within the sixty (60) day period following the close
      of the calendar year immediately preceding the Delinkage
    Date.

            


    

     

    ARTICLE
III

    CLAIMS
PROCEDURE

     

    
      	
              3.010

            	
              Any
      person claiming a right to participate in this Plan, claiming a benefit
      under this Plan or requesting information under this Plan shall present
      the claim or request in writing to the Committee, who shall respond in
      writing within ninety (90) days following the receipt of the
      request.    If an extension of time is required for a
      hearing or other special circumstances, the claimant shall be notified and
      the time limit shall be extended by an additional ninety (90)
      days.

            


    

     

    
      	
              3.020

            	
              If
      the claim or request is denied, the written notice of denial shall
      state:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      reasons for denial and specific references to pertinent Plan provisions on
      which the denial is based;

            


    


    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              a
      description of any additional material or information required and an
      explanation of why it is necessary;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              an
      explanation of this Plan's claim review
  procedure.

            


    

     

    
      	
              3.030

            	
              A
      claimant whose claim is denied (or his duly authorized representative)
      may, within sixty (60) days after receipt of denial of the
      claim:  (a) submit a written request for review to the
      Committee; (b) review pertinent documents; and (c) submit issues and
      comments in writing.

            


    

     

    
      	
              3.040

            	
              A
      decision on a request for review shall normally be made within
      sixty (60) days after the date of such request.  If an extension
      of time is required for a hearing or other special circumstances, the
      claimant shall be notified and the time limit shall be extended by an
      additional sixty (60) days.  The decision shall be in writing and
      shall be final and binding on all parties
  concerned.

            


    

     

    ARTICLE
IV

    AMENDMENT
AND TERMINATION; MISCELLANEOUS PROVISIONS

     

    
      	
              4.010

            	
              The
      Board of Directors shall have the power to amend, suspend or terminate
      this Plan at any time, except that no such action shall adversely affect
      rights with respect to any benefit without the consent of the person
      affected.  Notwithstanding the foregoing, except as otherwise
      permitted by Section 409A, in the event of any termination of the Plan,
      any benefit payable under the Plan shall continue to be paid in accordance
      with the terms of the Plan in effect on the date of Plan
      termination.

            


    

     

    
      	
              4.020

            	
              This
      Plan shall be interpreted and administered by the Committee.  All
      interpretations and decisions by the Committee in connection with the
      administration of the Plan shall be final, conclusive and binding on all
      Participants and any Beneficiary or other person claiming under or through
      any Participant, in the absence of clear and convincing evidence that the
      Committee acted arbitrarily and capriciously; provided, that
      interpretations by the Plan Administrator of those provisions of the
      Company Pension Plan which are also applicable to this Plan shall be
      binding on the Committee.

            


    

     

    The
Committee shall have the authority to deviate from the literal terms of the Plan
to the extent it shall determine to be necessary or appropriate to operate the
Plan in compliance with the provisions of applicable law.  Any individual
serving on the Committee, or as Plan Administrator, who is a Participant will
not vote or act on any matter relating solely to himself or
herself.


    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    


    Notwithstanding
any other provision of this Plan to the contrary, upon and after the occurrence
of a Change of Control, the Plan will be administered by the Third-Party
Administrator.  The Third-Party Administrator will have the discretionary
power to determine all questions arising in connection with the administration
of the Plan and the interpretation of the Plan and Trust including, but not
limited, to benefit entitlement determinations; provided, however, upon and
after the occurrence of a Change of Control, such administrator will have no
power to direct the investment of Plan or Trust assets or select any investment
manager or custodial firm for the Plan or Trust.

     

    Upon and
after the occurrence of a Change of Control, the Company will be required
to:

     

    
      	
               
      

            	
              (a)

            	
              pay
      all reasonable administrative expenses and fees of the Third-Party
      Administrator;

            


    

     

    
      	
               
      

            	
              (b)

            	
              indemnify
      the Third-Party Administrator against any costs, expenses and liabilities
      including, without limitation, attorney’s fees and expenses arising in
      connection with the performance of such administrator hereunder, except
      with respect to matters resulting from the gross negligence or willful
      misconduct of the said administrator or its employees or
      agents;

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (d)

            	
              upon
      and after a Change of Control, the Third-Party Administrator may not be
      terminated by the Company and may only be terminated (and a replacement
      appointed) by the Trustee, but only with the approval of the Ex-CEO (as
      defined in Section 1.270).

            


    

     

    
      	
              4.030

            	
              This
      Plan is an unfunded employee benefit plan primarily for providing benefits
      to an identified group of management or highly compensated employees of
      the Company and is also an excess benefit plan (as defined by Section
      3(36) of ERISA).  This Plan is intended to be unfunded for tax
      purposes and for purposes of Title I of ERISA.  Participants and
      their beneficiaries, estates, heirs, successors and assigns shall have no
      legal or equitable rights, interest or claims in any property or
      assets of the Company or its Affiliates.  Any and all of the assets
      of the Company and its Affiliates shall be, and remain, the general,
      unpledged, unrestricted assets of the Company and its Affiliates. 
      The Company's and any Affiliate's sole obligation under this Plan shall be
      merely that of an unfunded and unsecured promise of the Company or such
      Affiliate to pay money in the
future.

            


    


    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    


    
      	
              4.040

            	
              Neither
      a Participant nor any other person shall have any right to commute, sell,
      assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
      transfer, hypothecate or convey, in advance of actual receipt, any
      interest he may have hereunder.  A Participant's rights to benefits
      described herein are and shall be nonassignable and nontransferable prior
      to actual distribution as provided by this Plan.  Any such attempted
      assignment or transfer shall be ineffective with respect to the Company
      and with respect to any Affiliate, and the Company's and any Affiliate's
      sole obligation shall be to distribute benefits to Participants, their
      beneficiaries or estates as appropriate.  No part of any
      Participant's benefits hereunder shall, prior to actual payment as
      provided by this Plan, be subject to seizure or sequestration for the
      payment of any debts, judgments, alimony or separate maintenance owed by a
      Participant or any other person, nor shall any such benefits be
      transferable by operation of law in the event of a Participant's
      or any other persons bankruptcy or insolvency, except as otherwise
      required by law.

            


    

     

    
      	
              4.050

            	
              This
      Plan shall not be deemed to constitute a contract of employment between
      the Company or any of its Affiliates and any Participant, and no
      Participant, beneficiary or estate shall have any right or claim against
      the Company or any of its Affiliate under this Plan except as may
      otherwise be specifically provided in this Plan.  Nothing in this
      Plan shall be deemed to give a Participant the right to be retained in the
      service of the Company or any Affiliate or to interfere with the right of
      the Company or any Affiliate to discipline, discharge or change the status
      of a Participant at any time.

            


    

     

    
      	
              4.060

            	
              A
      Participant will cooperate with the Committee by furnishing any and all
      information requested by the Committee or its delegates in order to
      facilitate proper administration (including distributions to and in
      respect of Participants) of this Plan and by taking such other action as
      may be reasonably requested by the Committee or its
    delegate.

            


    

     

    
      	
              4.070

            	
              Subject
      to ERISA, the provisions of this Plan shall be construed and interpreted
      according to the laws of the State of Iowa.  In the event that any
      provision of this Plan shall be held illegal or invalid for any reason,
      said illegality or invalidity shall not affect the remaining provisions of
      this Plan, which shall be construed and enforced as if such illegal or
      invalid provision were not included in this Plan.  The provisions of
      this Plan shall bind and obligate the Company and its Affiliates and their
      successors, including, but not limited to, any corporate or other business
      entity which shall, whether by merger, consolidation, purchase or
      otherwise, acquire all or substantially all of the business and assets of
      the Company or its Affiliates and their successors of any such company or
      other business entity.

            


    

     

    
      	
              4.080

            	
              All
      words used in this Plan in the masculine gender shall be construed as if
      used in the feminine gender where appropriate.  All words used in
      this Plan in the singular or plural shall be construed as if used in the
      plural or singular where
appropriate.

            


    


    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    

     

    ARTICLE
V

    TRUST

     

    
      	
              5.010

            	
              Establishment
      of the Trust. The Company shall establish the Trust (which may be
      referred to herein as a “Rabbi Trust”).  The Trust shall become
      irrevocable upon a Change of Control (to the extent not then
      irrevocable).  Notwithstanding any other provision of this Plan to
      the contrary, the Trust shall not become irrevocable or funded with
      respect to this Plan upon the occurrence of an event described in Section
      1.030(d).  After the Trust has become irrevocable with respect to the
      Plan, except as otherwise provided in Section 12 of the Trust, the Trust
      shall remain irrevocable with respect to the Plan until all benefits due
      under this Plan and benefits and account balances due to any participants
      and beneficiaries under any other plan covered by the Trust have been paid
      in full.  Upon establishment of the Trust, the Company shall provide
      for funding of the Trust in accordance with the terms of the
      Trust.

            


    

     

    
      	
              5.020

            	
              Interrelationship
      of the Plan and the Trust.  The provisions of the Plan and any
      Participant’s Participation Agreement Form will govern the rights of a
      Participant to receive distributions pursuant to the Plan.  The
      provisions of the Trust will govern the rights of the Company and its
      Affiliates, Participants and the creditors of the Company and its
      Affiliates to the assets transferred to the Trust.  The Company and
      each of its Affiliates employing any Participant will at all times remain
      liable to carry out their obligations under the
  Plan.

            


    

     

    
      	
              5.030

            	
              Distributions
      From the Trust.  The Company’s and each of its Affiliate's
      obligations under the Plan may be satisfied with Trust assets distributed
      pursuant to the terms of the Trust, and any such distribution will reduce
      their obligations under this Plan.

            


    

     

    
      	
              5.040

            	
              Rabbi
      Trust.  The Rabbi Trust
shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              be
      a non-qualified grantor trust which satisfies in all material respects the
      requirement of Revenue Procedure 92-64, 1992-2 CB 122 (or any successor
      Revenue Procedure or other applicable
  authority);

            


    

     

    
      	
               
      

            	
              (b)

            	
              be
      irrevocable upon a 409A Change of Control, to the extent not then
      irrevocable (other than an event described in Section 1.030(d));
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              provide
      that any successor trustee shall be a bank trust department or other party
      that may be granted corporate trustee powers under state
    law.

            


    


    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    

     

    ARTICLE
VI

    SECTION
409A

     

    
      	
              6.010

            	
              Section
      409A Generally.  This Plan is
      intended to comply with Section 409A.  Notwithstanding any other
      provision of this Plan to the contrary, the Company makes no
      representation that this Plan or any benefit payable under this Plan will
      be exempt from or comply with Section 409A and makes no undertaking to
      preclude Section 409A from applying to this
  Plan.

            


    

     

    
      	
              6.020

            	
              Changes
      in Elections.  Effective as
      of the Delinkage Date, notwithstanding any other provision of this
      Plan to the contrary, once an election is made pursuant to this Plan it
      shall be irrevocable unless all of the following conditions are
      met:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      election to change the time or form of payment will not become effective
      until the date that is one year after the date on which the election to
      make the change is made;

            


    

     

    
      	
               
      

            	
              (b)

            	
              except
      with respect to any payment to be made upon the death of a Participant,
      the form of payment, as changed, will defer payment of the Participant’s
      accrued benefit until at least five (5) years later than the date that
      payment of such Participant’s accrued benefit would otherwise have been
      made under this Plan; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              with
      respect to a payment that is to be made upon a fixed date or schedule of
      dates, the election to change the form of payment is made no less than
      twelve (12) months before the date that payment of the accrued benefit was
      otherwise scheduled to be paid.

            


    

     

    The
entitlement to a life annuity is treated as the entitlement to a single
payment.  Notwithstanding the above, to the extent permitted under Code
Section 409A and permitted by the Plan Administrator, a Participant may change
the form of distribution from one type of life annuity to another type of life
annuity before the annuity commencement date without having to delay the payment
commencement date at least five years, provided that the annuities are
actuarially equivalent applying reasonable actuarial assumptions

     

    For
purposes of Section 6.020(b) and (c), all payments scheduled to be made in the
form of installments that are attributable to a particular Plan Year will be
treated as scheduled to be made on the date that the first installment of such
series of payments is otherwise scheduled to be made (that is, the installments
will be treated as an entitlement to a single payment for purposes of Section
409A).


    
      
         


      

      
        - 19
-

        
          

        

      

      
         


      

    


    Once a
change in election is made and recorded pursuant to the Plan, such election will
be irrevocable unless all of the conditions of this Section 6.020 are met. 
Notwithstanding any other provision of this Plan to the contrary, a Participant
will be permitted to make only one change in election pursuant to this Section
6.020 with respect to the accrued benefit to which such election
relates.

     

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

     

    
      	
              6.030

            	
              Six
      Month Wait for Specified Employees.  Effective as of the
      Delinkage Date, notwithstanding any other provision of this Plan to the
      contrary, to the extent that any accrued benefit payable under the Plan
      constitute an amount payable upon Separation from Service or Retirement to
      any Participant under the Plan who is deemed to be a Specified Employee,
      then such amount will not be paid during the six (6) month period
      following such Separation from Service or Retirement.  If the
      provisions of this Section 6.030 apply to a Participant who incurs a
      Separation from Service or Retirement, within the first six (6) months of
      the calendar year, then such amount will be paid within the first sixty
      (60) days following the close of the calendar year which includes the
      Participant’s Separation from Service or Retirement.  If the
      provisions of this Section 6.030 apply to a Participant who incurs a
      Separation from Service or Retirement within the last six (6) months of
      the calendar year, then such amount will be paid within the first sixty
      (60) days after June 30th of the calendar year following the year in which
      includes the Participant’s Separation from Service or
      Retirement.

            


    


    
      
         


      

      
        - 20
-

        
          

        

      

      
         


      

    

    


    Exhibit
A


     

    Annuity
Options

    


    Annuity
Options:

    


    
      	
              (a)

            	
              Participants Without a
      Spouse.  The form of annuity payable to a Participant who does
      not have a spouse, and who does not otherwise elect shall be paid in the
      form of a single life annuity with monthly installments for the
      Participant’s life.

            


    

    


    
      	
              (b)

            	
              Participants With a
      Spouse.  The forms of annuities available to participant who
      is married on his annuity starting date will be a single life annuity with
      monthly installments for the Participant’s life and joint annuities with
      60%, 75% or 100% continuation options.  The monthly payments to a
      Participant shall be reduced by five percent (5%) if the Participant
      selects the (60%) continuation option, by percent (10%) if the Participant
      selects the seventy-five percent (75%) continuation option, or by fifteen
      percent (15%) if the Participant selects the one hundred percent (100%)
      continuation option.   The amount of the monthly benefit
      payable to such surviving spouse shall equal the percentage selected of
      the reduced monthly benefit payable to such
  Participant.