EX-4.C






Exhibit 4-c




ROCKWELL AUTOMATION

1165(e) PLAN




(Effective as of January 1, 2009)




Plan 011

93262




 









 





Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I: DEFINITIONS
	 	 	2	 
	 
	1.010 Accounts
	 	 	2	 
	1.020 Affiliated Company
	 	 	2	 
	1.030 After-tax Contribution Account
	 	 	2	 
	1.040 Average Pre-tax Contribution Percentage
	 	 	2	 
	1.050 Basic After-tax Contribution
	 	 	2	 
	1.060 Basic Pre-tax Contribution
	 	 	2	 
	1.070 Beneficiary
	 	 	2	 
	1.080 Board of Directors
	 	 	3	 
	1.090 Catch-up Contribution
	 	 	3	 
	1.100 Code
	 	 	3	 
	1.110 Company
	 	 	3	 
	1.120 Company Contribution Account
	 	 	3	 
	1.130 Company Contributions
	 	 	3	 
	1.140 Company Matching Contributions
	 	 	3	 
	1.150 Compensation
	 	 	3	 
	1.170 Divested Business Employee
	 	 	3	 
	1.180 Effective Date
	 	 	3	 
	1.190 Eligible Employee
	 	 	3	 
	1.200 Eligible Retirement Plan
	 	 	4	 
	1.210 Employee
	 	 	4	 
	1.220 Employee Benefit Plan Committee
	 	 	4	 
	1.230 Employee Benefits Appeals Committee
	 	 	4	 
	1.240 Employment Commencement Date
	 	 	4	 
	1.250 Employment Severance Date
	 	 	4	 
	1.260 ERISA
	 	 	5	 
	1.270 5% Owner
	 	 	5	 
	1.280 Flex Force Employee
	 	 	5	 
	1.290 Fund(s)
	 	 	5	 





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	 	 	Page	 
	1.300 Hardship
	 	 	5	 
	1.310 Highly Compensated Employee Group
	 	 	6	 
	1.320 Hour of Service
	 	 	6	 
	1.330 Investment Fund
	 	 	7	 
	1.340 Leave
	 	 	7	 
	1.350 Named Fiduciary
	 	 	7	 
	1.360 Non-Highly Compensated Employee Group
	 	 	7	 
	1.370 Participant
	 	 	7	 
	1.380 Participant Contributions
	 	 	7	 
	1.390 Plan
	 	 	7	 
	1.400 Plan Administrator
	 	 	7	 
	1.410 Plan Year
	 	 	7	 
	1.420 Pre-tax Contribution Account
	 	 	7	 
	1.430 Pre-tax Contribution Percentage Limit
	 	 	7	 
	1.440 PR Code
	 	 	8	 
	1.450 PRTD
	 	 	8	 
	1.460 Reemployment Date
	 	 	8	 
	1.470 Retired Participant
	 	 	8	 
	1.480 Retirement
	 	 	8	 
	1.490 Rockwell
	 	 	8	 
	1.500 Rockwell Automation Stock Fund
	 	 	8	 
	1.510 Rollover Account
	 	 	8	 
	1.520 Rollover Contributions
	 	 	8	 
	1.530 Supplemental After-tax Contribution
	 	 	9	 
	1.540 Supplemental Pre-tax Contributions
	 	 	9	 
	1.550 Tender Offer
	 	 	9	 
	1.555 Testing Compensation
	 	 	9	 
	1.560 Trust Agreement
	 	 	9	 
	1.570 Trust Fund
	 	 	9	 
	1.580 Trustee
	 	 	9	 
	1.590 Valuation Date
	 	 	9	 




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	 	 	Page	 
	1.600 Vesting Service
	 	 	9	 
	 
	ARTICLE II: PARTICIPATION AND CONTRIBUTIONS
	 	 	10	 
	 
	2.010 Participation
	 	 	10	 
	2.020 Basic Contributions
	 	 	10	 
	2.030 Supplemental Contributions
	 	 	10	 
	2.040 Changes Between Pre-tax and After-tax Contributions
	 	 	11	 
	2.045 Catch-up Contributions
	 	 	11	 
	2.050 Rollover Contributions
	 	 	11	 
	2.060 Matching Contribution Formula
	 	 	12	 
	2.070 Rules Concerning Matching Contributions
	 	 	12	 
	2.080 Limit on Employer Contributions
	 	 	13	 
	 
	ARTICLE III: CONTRIBUTION LIMITATIONS
	 	 	14	 
	 
	3.010 Limitations on Employee Pre-tax Contributions
	 	 	14	 
	3.020 Limits for Catch-up Contributions
	 	 	15	 
	3.025 Qualified Nonelective Contributions
	 	 	16	 
	3.030 Incorporation by Reference
	 	 	16	 
	 
	ARTICLE IV: PLAN INVESTMENTS
	 	 	17	 
	 
	4.010 Investment Elections
	 	 	17	 
	4.020 Transfers from Investment Funds
	 	 	17	 
	4.030 Transfers from the Rockwell Automation Stock Fund
	 	 	17	 
	4.040 Mandatory Transfer from the Rockwell Automation Stock Fund
	 	 	17	 
	4.050 General Transfer Rules and Limitations
	 	 	18	 
	4.060 Participant’s Accounts
	 	 	18	 
	4.070 Valuation and Participant Statements
	 	 	18	 
	 
	ARTICLE V: VESTING AND ACCOUNT DISTRIBUTIONS
	 	 	20	 
	 
	5.010 Vesting
	 	 	20	 
	5.020 Retirement, Death, Termination of Employment
	 	 	21	 
	5.030 [Reserved]
	 	 	21	 
	5.040 Form of Distributions – Stock or Cash
	 	 	21	 
	5.050 Payment Method for Distributions to Retiring Participants
	 	 	21	 
	5.060 [Reserved]
	 	 	22	 





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	 	 	Page	 
	5.070 Participant’s Consent to Distribution of Benefits
	 	 	22	 
	5.075 Cashout Forfeitures and Repayments
	 	 	22	 
	5.080 Distributions to Beneficiaries
	 	 	23	 
	5.090 Transfer of Distribution Directly to Eligible Retirement Plan
	 	 	23	 
	5.100 Uncashed Checks
	 	 	23	 
	 
	ARTICLE VI: WITHDRAWALS AND LOANS
	 	 	25	 
	 
	6.010 Withdrawals from Accounts by Participants under Age 59-1/2
	 	 	25	 
	6.020 Withdrawal from Accounts by Participants Over Age 59-1/2
	 	 	26	 
	6.030 Hardship Withdrawals from Pre-tax Accounts
	 	 	27	 
	6.040 Forfeitures and Suspensions
	 	 	28	 
	6.050 Allocation of Withdrawals Among Investment Funds
	 	 	28	 
	6.060 Loans
	 	 	28	 
	 
	ARTICLE VII: DEATH BENEFITS
	 	 	30	 
	 
	7.010 Designation of a Beneficiary
	 	 	30	 
	7.020 Spouse as Automatic Beneficiary
	 	 	30	 
	7.030 Beneficiary Changes
	 	 	30	 
	7.040 Participant’s Estate as Beneficiary in Certain Cases
	 	 	30	 
	7.050 Payment to a Beneficiary
	 	 	31	 
	 
	ARTICLE VIII: TRUST AGREEMENT
	 	 	32	 
	 
	8.010 Establishment of Trust Fund
	 	 	32	 
	8.020 Investment Funds and Stock Funds
	 	 	32	 
	8.030 Trustee’s Powers and Authority
	 	 	32	 
	8.040 Statutory Limits
	 	 	32	 
	8.050 Duty of Trustee as to Common Stock in Stock Funds
	 	 	33	 
	8.060 Rights in the Trust Fund
	 	 	34	 
	8.070 Taxes, Fees and Expenses of the Trustee
	 	 	34	 
	 
	ARTICLE IX: ADMINISTRATION
	 	 	35	 
	 
	9.010 General Administration
	 	 	35	 
	9.020 Employee Benefit Plan Committee
	 	 	35	 
	9.025 Employee Benefits Appeals Committee
	 	 	35	 
	9.030 Employee Benefit Plan Committee Records
	 	 	35	 




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	 	 	Page	 
	9.035 Employee Benefits Appeals Committee Records
	 	 	35	 
	9.040 Funding Policy
	 	 	35	 
	9.050 Allocation and Delegation of Duties Under Plan
	 	 	36	 
	9.060 Employee Benefit Plan Committee Powers
	 	 	36	 
	9.070 Plan Administrator
	 	 	36	 
	9.080 Reliance Upon Documents and Opinions
	 	 	37	 
	9.090 Requirement of Proof
	 	 	37	 
	9.100 Limitation and Indemnification
	 	 	37	 
	9.110 Mailing and Lapse of Payments
	 	 	38	 
	9.120 Non-Alienation
	 	 	38	 
	9.130 Notices and Communications
	 	 	38	 
	9.140 Company Rights
	 	 	38	 
	9.150 Payments on Behalf of Incompetent Participants or Beneficiaries
	 	 	39	 
	 
	ARTICLE X: PARTICIPANT CLAIMS
	 	 	40	 
	 
	10.010 Claims and Appeals Procedures
	 	 	40	 
	10.020 Limitation on Legal Action
	 	 	41	 
	 
	ARTICLE XI: AMENDMENT, MERGERS, TERMINATION, ETC.
	 	 	42	 
	 
	11.010 Amendment
	 	 	42	 
	11.020 Transfer of Assets and Liabilities
	 	 	42	 
	11.030 Merger Restriction
	 	 	42	 
	11.040 Suspension of Contributions
	 	 	42	 
	11.050 Discontinuance of Contributions
	 	 	43	 
	11.060 Termination
	 	 	43	 
	 
	ARTICLE XII: MISCELLANEOUS
	 	 	44	 
	 
	12.010 Benefits Payable only from Trust Fund
	 	 	44	 
	12.020 Requirement for Release
	 	 	44	 
	12.030 Transfers of Stock
	 	 	44	 
	12.040 Rights of Reemployed Veterans
	 	 	44	 
	12.050 Qualification of the Plan
	 	 	44	 
	12.060 Interpretation
	 	 	44	 
	12.070 No Contract of Employment
	 	 	44	 




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	 	 	Page	 
	APPENDIX A            EXCLUDED EMPLOYERS
	 	 	46	 
	APPENDIX B            PROCEDURES, TERMS AND CONDITIONS OF LOANS
	 	 	47	 





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ROCKWELL AUTOMATION

1165(E) PLAN




Plan Number 011




WHEREAS, Rockwell Automation, Inc. (the “Company”) currently sponsors the Caribbean Integration
Engineers, Inc. 1165(e) Plan (the “CIE Plan”) and the Rockwell Automation Retirement Savings Plan
for Salaried Employees (the “Salaried Savings Plan”); and



WHEREAS, the CIE Plan currently benefits certain employees of the Company working in Puerto Rico;
and



WHEREAS, the Salaried Savings Plan currently benefits both certain employees of the Company working
in the U.S. and certain employees of the Company working in Puerto Rico; and



WHEREAS, the Company desires to offer one defined contribution retirement plan for the benefit of
all its employees working in Puerto Rico, with the same level of benefits as the Company currently
provides to such employees under the CIE Plan and the Salaried Savings Plan; and



WHEREAS, the Company has frozen the benefits under the CIE Plan and the Puerto Rico employee
portion of the Salaried Savings Plan effective January 1, 2009;



NOW THEREFORE, the Company hereby establishes this Rockwell Automation 1165(e) Plan for the benefit
of its eligible employees working in Puerto Rico effective January 1, 2009.



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ROCKWELL AUTOMATION

1165(E) PLAN




ARTICLE I: DEFINITIONS




1.010 Accounts means a Participant’s Pre-tax Account, After-tax Account, Rollover Account
and Company Contribution Account.



1.020 Affiliated Company means Rockwell Automation, Inc. and:




	(a)	 	any corporation which is a member of a controlled group of corporations (as defined in PR
Code Section 1028) which includes Rockwell Automation, Inc.;






	(b)	 	any trade or business (whether or not incorporated) which is under common control (as
defined in PR Code Section 1028) with Rockwell Automation, Inc.; and






	(c)	 	any other company deemed to be an Affiliated Company by Rockwell Automation’s Board of
Directors.





Notwithstanding the foregoing, for purposes of determining whether an employee is an Eligible
Employee, only an affiliate to which the Board of Directors has extended this Plan shall be
considered an Affiliated Company. Affiliated Companies to which the Plan has not been extended are
listed on Appendix A hereto.



1.030 After-tax Contribution Account means a Plan Account with respect to a Participant
which is comprised of Basic and Supplemental After-tax Contributions, as adjusted for gains or
losses related thereto.



1.040 Average Pre-tax Contribution Percentage means the average for a particular Plan Year
of the percentages, calculated separately for the Highly Compensated Employee Group and for the
Non-Highly Compensated Employee Group with respect to each Participant in each such Group, which
are equal to the amount of each Participant’s Pre-tax Contributions in a Plan Year, divided by the
Participant’s Testing Compensation for the Plan Year.



1.050 Basic After-tax Contribution means an amount contributed by a Participant to the Plan
through payroll deductions pursuant to the Participant’s election under Section 2.020(b).



1.060 Basic Pre-tax Contribution means an amount contributed to the Plan on behalf of a
Participant pursuant to the Participant’s election under Section 2.020(a).



1.070 Beneficiary means the one or more persons or trusts entitled to a Participant’s Plan
Account balance, pursuant to the provisions of Article VII, if the Participant should die prior to
payment to him of his entire Account Balance.



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1.080 Board of Directors means the Board of Directors of Rockwell Automation; provided,
however, that any action or determination under Sections 1.020, 1.110 and 2.070, as well as under
Article XI, may be taken by any officer of the Company who is authorized to do so by the Board of
Directors.



1.090 Catch-up Contribution means an amount contributed to the Plan on behalf of a
Participant pursuant to the Participant’s election under Section 2.045.



1.100 Code means the Internal Revenue Code of 1986, as from time to time amended.



1.110 Company means Rockwell Automation, Inc., a Delaware corporation, and any Affiliated
Company to which the Board of Directors has extended this Plan.



1.120 Company Contribution Account means a Plan Account with respect to a Participant which
is comprised of his Company Matching Contributions, as adjusted for gains or losses related thereto
and as separately accounted for.



1.130 Company Contributions means, collectively, Company Matching Contributions.



1.140 Company Matching Contributions means the contributions made to the Trust Fund by
Rockwell Automation or an Affiliated Company pursuant to the provisions of Section 2.060 or 2.070.



1.150 Compensation  means total compensation paid by the Company to a Participant during
the Plan Year that is includible in income for income tax purposes and any Pre-Tax Contributions
made pursuant to this Plan. Notwithstanding the foregoing sentence, Compensation shall not include
reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses,
deferred compensation and welfare benefits regardless of whether such amounts are includible in
gross income.



1.160 [reserved]




1.170 Divested Business Employee means an individual who is no longer an Employee of the
Company because he is a current or former employee of a component of the Company which was sold,
spun off or otherwise divested by the Company.



1.180 Effective Date means January 1, 2009.



1.190 Eligible Employee means any Employee (including any officer) employed on a U.S. or
Puerto Rico payroll of an Affiliated Company, or on a U.S. or Puerto Rico payroll of a division,
plant, office or location of an Affiliated Company and working in Puerto Rico.



Eligible Employee does not include:



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	(a)	 	any director of the Company who is not an Employee;





	(b)	 	any Employee who is not working in Puerto Rico;







	(c)	 	any person or Employee compensated by special fees or pursuant to a special contract or
arrangement;







	(d)	 	any Employee who is covered by a collective bargaining agreement;









	(e)	 	any Employee of an entity, division, plant, office or location that is specified on Appendix
A to the Plan; or







	(f)	 	any Flex Force Employee.






1.200 Eligible Retirement Plan means an individual retirement account described in Section
1169 of the PR Code, or a qualified trust described in Section 1165(a) of the PR Code, that accepts
the distributee’s Eligible Rollover Distribution. In the case of an Eligible Rollover Distribution
to a Beneficiary who is the Participant’s surviving spouse, an Eligible Retirement Plan is also an
individual retirement account or qualified trust described above.



1.210 Employee means any person who is employed by the Company or by an Affiliated Company.



1.220 Employee Benefit Plan Committee means the Employee Benefit Plan Committee of the
Company appointed pursuant to Section 9.020 of the Plan and having the responsibilities prescribed
in Article IX and elsewhere throughout the Plan.



1.230 Employee Benefits Appeals Committee means the Employee Benefits Appeals Committee of
the Company appointed pursuant to Section 9.025 of the Plan and having the responsibilities
prescribed in Article X and elsewhere throughout the Plan.



1.240 Employment Commencement Date means the date on which a person first becomes an
Employee of the Company or an Affiliated Company.



1.250 Employment Severance Date means:




	(a)	 	the date on which an Employee quits, retires, is discharged or dies,








	(b)	 	in the case of an Employee who remains absent from work pursuant to a written Leave, the
first anniversary of such Leave, except that an Employee who has a Leave which is in excess of
one (1) year who thereafter returns to work with the Company for a period at least equal to
the entire period of the Leave will not be considered as having an Employment Severance Date by
reason of such absence.





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If an Employee enters the United States military service or public health service directly from
employment with the Company, has not voluntarily reenlisted and returns to employment with the
Company for a period of at least one (1) year immediately after his return to the Company, the
Employee will not be deemed to have an Employment Severance Date by reason of such military service
or public health service.



1.260 ERISA means the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.



1.270 5% Owner means a person who owns:




	(a)	 	more than five percent (5%) of the outstanding stock of the Company, or







	(b)	 	stock possessing more than five percent (5%) of the total combined voting power of all stock
of the Company.





1.280 Flex Force Employee means an Employee who is a member of the substitute workforce of
the Company hired to assist in the completion of special projects, an Employee hired from an “on
call” pool, an Employee hired to serve as a replacement for a regular Employee who is temporarily
absent from work, an Employee hired to fill other temporary needs of the Company or an Employee
hired to assist with transition or with other matters for a limited period of time.  



1.290 Fund(s) means one or more of the Investment Funds or the Rockwell Automation Stock
Fund.



1.300 Hardship means an immediate and heavy financial need of the Participant for which
the amount required is not reasonably available to the Participant from other sources and which
arises for one of the following reasons:




	 	(1)	 	The construction or purchase (excluding mortgage payments) of a principal residence of
the Participant;
	 
	 	(2)	 	The payment of tuition and related educational fees for up to 12 months of
post-secondary education for the Participant or his or her spouse, children or dependents;
	 
	 	(3)	 	The payment of medical expenses described in Section 1023(aa)(2)(P) of the PR Code
incurred by the Participant or the Participant’s spouse or dependents, or to obtain medical
care giving rise to such expenses;
	 
	 	(4)	 	The payment of expenses incurred by the Participant for the funeral of a family member;
	 
	 	(5)	 	The prevention of the eviction of the Participant from his or her principal residence
or foreclosure on a mortgage on the Participant’s principal residence; or





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	 	(6)	 	A financial need that has been identified as a deemed immediate and heavy financial
need in a ruling, notice or other document of general applicability issued under the
authority of the Puerto Rico Secretary of the Treasury.







For purposes of this Section, the term “dependent” shall be defined as set forth in Section 1025(d)
of the PR Code.



As used herein, financial Hardship will mean an immediate and heavy financial need that based on
the facts and circumstances cannot be met from other resources that are reasonably available to the
Participant. For this purpose, the Participant’s resources are deemed to include those assets of
the Participant’s Spouse and minor children that are reasonably available to the Participant. A
distribution will be deemed to satisfy an immediate and heavy financial need of the Participant if
the Participant represents in writing to the Plan Administrator that the distribution is necessary
to satisfy an immediate and heavy financial need and all of the following requirements are
satisfied:




	 	(1)	 	The distribution is not in excess of the amount of the immediate and heavy financial
need of the Participant; provided, however, that the amount of such distribution may
include the amount of any federal, state or local taxes or penalties reasonably anticipated
to result from the withdrawal;
	 
	 	(2)	 	The Participant has obtained all distributions, other than hardship distributions, and
all nontaxable loans currently available to Participant from commercial sources and under
the Plan and all of the plans maintained by the Employer or any other employer;
	 
	 	(3)	 	Such need cannot reasonably be relieved through reimbursement or compensation by
insurance or otherwise, by liquidation of the Participant’s assets, or by cessation of
Pre-Tax Contributions to the Plan.





1.310 Highly Compensated Employee Group means those individuals who are employed by a
participating Company who are more highly compensated than two-thirds of all Eligible Employees
employed by the same participating Company or any participating Company, as applicable under the PR
Code.



The Plan Administrator may determine which Employees are highly compensated employees for purposes
of this Section in any manner permitted by the said PR Code provision. Such determination (as well
as the determination of which Employees are not highly compensated employees) will be made by the
Plan Administrator on a consistent basis from Plan Year to Plan Year.



1.320 Hour of Service means hours for which an Employee is paid or entitled to payment:




	(a)	 	for the performance of duties for the Company or an Affiliated Company; or





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	(b)	 	on account of a period of time during which no duties are performed (irrespective of whether
the employment relationship has terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty or leave of absence.





1.330 Investment Fund means one of the investment vehicles available to Participants.



1.340 Leave means a leave of absence which has been granted or approved by the Company.



1.350 Named Fiduciary means the Employee Benefit Plan Committee, the Plan Administrator,
the Employee Benefits Appeals Committee and the Trustee.



1.360 Non-Highly Compensated Employee Group means Employees who are not in the Highly
Compensated Employee Group, as determined by the Plan Administrator.



1.370 Participant means a person who has elected to participate in the Plan in accordance
with Article II; provided, however, that such term will include a person who no longer has an
effective election under Article II only so long as he retains an Account under the Plan.



1.380 Participant Contributions means, as applicable, a Participant’s:




	(a)	 	Basic Pre-tax and Basic After-tax Contributions;
	 
	(b)	 	Supplemental Pre-tax and Supplemental After-tax Contributions;
	 
	(c)	 	Catch-up Contributions; and
	 
	(d)	 	Transfer and/or Rollover Contributions.





1.390 Plan means this Rockwell Automation 1165(e) Plan, as from time to time amended.



1.400 Plan Administrator means the person from time to time so designated by name or
corporate office by the Employee Benefit Plan Committee to carry out the administrative functions
of this Plan.



1.410 Plan Year means each twelve month period ending on the last day of December.



1.420 Pre-tax Contribution Account means a Plan Account with respect to a Participant which
is comprised of his Basic Pre-tax Contributions, Supplemental Pre-tax Contributions and Catch-up
Contributions, all as adjusted for gains or losses.



1.430 Pre-tax Contribution Percentage Limit means the maximum contribution percentage in
each Plan Year for Highly Compensated Employee Group Participants and, for any Plan Year, may be
equal to either (a) or (b) below:



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	(a)	 	the Average Pre-tax Contribution Percentage for the Non-Highly Compensated Employee Group,
multiplied by one and twenty-five hundredths (1.25); or






	(b)	 	an amount which does not exceed the Average Pre-tax Contribution Percentage for the
Non-Highly Compensated Employee Group by more than two (2) percentage points, and the
Average Pre-tax Contribution Percentage for the Non-Highly Compensated Employee Group,
multiplied by two (2).





If a Participant who is a member of the Highly Compensated Employee Group is a participant in any
other plan established or maintained by an Affiliated Company pursuant to which elective deferrals
under a cash or deferred arrangement or matching contributions, or employee contributions, are
made, such other plan will be deemed to be a part of this Plan for the purpose of determining the
Pre-tax Contribution Percentage Limit with respect to that Participant.



1.440 PR Code means the Puerto Rico Internal Revenue Code of 1994, as amended. Reference to
a section of the PR Code will include that section, applicable Regulations promulgated there under
and any comparable section of any future legislation that amends, supplements or supersedes said
section, effective as of the date such comparable section is effective with respect to the Plan.



1.450 PRTD means the Puerto Rico Treasury Department.



1.460 Reemployment Date means the date on which a person first becomes an Employee of the
Company following an Employment Severance Date.



1.470 Retired Participant means a Participant who has had a Retirement.



1.480 Retirement means a termination of employment (i) after attainment of age 65 or (ii)
after attainment of age 55 with at least 10 years of service.



1.490 Rockwell means Rockwell Automation, Inc., a Delaware corporation.



1.500 Rockwell Automation Stock Fund means the Investment Fund established by the Trustee
on July 1, 2005 to purchase and hold the Common Stock of the Company and to receive and hold
Company Matching Contributions, as described in Section 8.020(b).



1.510 Rollover Account means a Plan Account described in Section 2.050 which has its
purpose the holding of amounts which are received by the Plan on a Participant’s behalf as a
Rollover Contribution.



1.520 Rollover Contributions mean the amounts described in Section 2.050 which are
transferred to a Participant’s Rollover Account pursuant to the terms of subsection (b) of that
Section.



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1.530 Supplemental After-tax Contribution means the amounts contributed by a Participant to
the Plan through payroll deductions pursuant to Section 2.030(b).



1.540 Supplemental Pre-tax Contributions means the amounts contributed to the Plan on
behalf of a Participant pursuant to the Participant’s election under Section 2.030(a).



1.550 Tender Offer means any tender offer for, or request or invitation for tenders of,
common stock subject to §14(d)(1) of the Securities Exchange Act of 1934, as amended, or any
regulation thereunder, except for any such tender offer or request or invitation for tenders made
by the Company or any Affiliated Company for its own common stock.



1.555 Testing Compensation means the compensation of a Participant, as is defined in Code
§414(s) as limited by the PR Code.



1.560 Trust Agreement means the trust agreement entered into pursuant to Article VIII of
this Plan.



1.570 Trust Fund means the fund, including the earnings thereon, held by the Trustee for
all contributions made under this Plan by Participants and the Company.



1.580 Trustee means the trustee or trustees of the trust described in Article VIII of this
Plan.



1.590 Valuation Date means any New York Stock Exchange trading day.



1.600 Vesting Service means the period commencing with an Employee’s Employment
Commencement Date and ending with his Employment Severance Date and the period from an Employee’s
Reemployment Date to his subsequent Employment Severance Date. In addition, Vesting Service
includes the period of time between an Employee’s Employment Severance Date and his Reemployment
Date, if that period does not exceed twelve (12) months.



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ARTICLE II: PARTICIPATION AND CONTRIBUTIONS




2.010 Participation. An Eligible Employee will be permitted to elect to become a Participant in
the Plan as soon as is practicable following his commencement of service with an Affiliated
Company. To the extent administratively feasible, an Eligible Employee’s election to contribute to
the Plan will become effective on the first payroll payment date following his commencement of
service as an Eligible Employee and will remain in effect, unless he elects otherwise, so long as
he continues to be an Eligible Employee.



Notwithstanding the foregoing, any Eligible Employee who is hired or rehired on or after January 1,
2009 and who has not previously made an affirmative contrary Pre-Tax Contribution election shall be
deemed to have elected an automatic Pre-Tax Contribution of three percent (3%) of such
Participant’s Compensation to be contributed under the Plan. Such deemed automatic 3% Pre-Tax
contribution shall be effective as of January 1, 2009 and shall continue in effect as described in
the paragraph above.



2.020 Basic Contributions. A Participant may take either or both of the actions described in
subsections (a) and (b) below:




	(a)	 	elect to defer receipt of an amount equal to 1% through 6% of his regular Compensation (such
deferral to be elected in whole percentages), and to instead have that amount paid to the Plan
as a Basic Pre-tax Contribution to his Pre-tax Contribution Account;






	(b)	 	authorize having deducted from his regular Compensation 1% through 6% (such deduction to be
authorized in whole percentages) and then have the amount of such deduction (as adjusted for
all applicable taxes due on that amount) paid to the Plan as a Basic After-tax Contribution to
his After-tax Contribution Account;





provided, however, that the percentages elected to be deferred or deducted and then made as Basic
Pre-tax and Basic After-tax Contributions may together not exceed 6% of the Participant’s
Compensation .



2.030 Supplemental Contributions. A Participant who has made the elections and/or authorizations
described in Section 2.020 will also be permitted to take either or both of the actions described
in subsections (a) and (b) below:




	(a) 	(1)	 	 if he is a non-Highly Compensated Employee, elect to defer receipt of an amount equal to
7% through 50% of his regular Compensation (such deferral to be elected in whole
percentages), and to instead have that amount paid to the Plan as a Supplemental Pre-tax
Contribution to his Pre-tax Contribution Account;
	 
	 	(2)	 	if he is a Highly Compensated Employee, elect to defer receipt of an amount equal to 7%
through 16% of his regular Compensation (such deferral to be elected in whole
percentages), and to instead have that amount paid to the Plan as a Supplemental Pre-tax
Contribution to his Pre-tax Contribution Account;





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	(b)	 	if he is either a non-Highly Compensated Employee or a Highly Compensated Employee, authorize
having deducted from his regular Compensation 7% through 10% (such deduction to be authorized
in whole percentages) and then have the amount of such deduction (as adjusted for all
applicable taxes due on that amount) paid to the Plan as a Supplemental After-tax Contribution
to his After-tax Contribution Account;




provided, however, that the percentages elected to be deferred or deducted and then made as
Supplemental Pre-tax and Supplemental After-tax Contributions may together not exceed 44% of the
Participant’s Compensation if he is a non-Highly Compensated Employee or 10% of the Participant’s
Compensation if he is a Highly Compensated Employee.



Further, notwithstanding the foregoing, the sum of the Basic After-tax Contributions and the
Supplemental After-tax Contributions shall not exceed in any given year 10% percent of the
Participant’s Compensation for the Plan Year since becoming a Participant.



2.040 Changes Between Pre-tax and After-tax Contributions. A Participant will be permitted to
elect to increase or decrease at any time (and as often as he wishes) the rate of his Pre-tax and
After-tax Contributions. Any such increase or decrease of the rate of the Participant’s Pre-tax
and After-tax Contributions will be effective as soon as is reasonably possible after receipt by
the Plan Administrator of the Participant’s election.



2.045 Catch-up Contributions. In addition to the Basic Pre-tax Contributions and the Supplemental
Pre-tax Contributions described, respectively, in Sections 2.020 and 2.030, subject to Section
3.020 and notwithstanding any of the nondiscrimination rules described in the PR Code or
limitations on Participant Contributions as are otherwise in effect under this Plan, including, but
not limited to any such rules or limitations as are set forth in Sections 3.010 and 12.010, any
Participants in the Plan who on or prior to the last day of a Plan Year will have attained age 50
and who has in place an election under Section 2.020 of at least 1% of Compensation will be
permitted to elect to have an additional amount equal to 1% through 75% of his regular Compensation
contributed as a pre-tax Catch-up Contribution to the Plan on his behalf during that Plan Year, so
long as the total of any such Catch-up Contributions during the Plan Year are not in excess of the
applicable dollar amount set forth in the said Section 3.020.



2.050 Rollover Contributions. Transfers to this Plan of a Participant’s interest in another
individual account plan will be permitted as set forth below:





	(a)	 	A Participant who is an Eligible Employee may elect (by providing the Plan Administrator with
notice thereof) to have the entire amount credited to his account in a qualified individual
account plan of a former employer transferred from such plan to this Plan as a Rollover
Contribution, subject to the following:






	 	(1)	 	Such Rollover Contributions are eligible for receipt hereunder only if they are in
the form of cash and are derived entirely from employee contributions or vested
employer contributions to a retirement plan described in and subject to PR Code §1165.





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	 	(2)	 	No portion of such Rollover Contributions may be derived from a transfer from a
qualified plan which at any time had permitted benefit payments in the form of a life
annuity.
	 
	 	(3)	 	The Plan is authorized to accept a Rollover Contribution from any Participant who
is an Eligible Employee if such contribution meets the following criteria: (a) such
contribution represents the entire balance credited to the Participant in a employee
benefit plan qualified under Sections 1165(a) or 1165(e) of the PR Code of a former
employer which is distributed to the Participant within a single taxable year by reason
of separation from service; (b) such contribution is transferred directly by the
trustee of the transferor plan or is rolled over by the Participant within sixty (60)
days after receipt of the distribution; (c) the spousal consent requirements of ERISA
Section 205 are complied with, if applicable; and (d) such contribution meets any other
conditions as determined necessary by the Plan, the Trustee or the Plan Administrator
to comply with Section 1165(b)(2) of the PR Code.






	(b)	 	Rollover Contributions will be credited to separate Rollover Accounts, which will be
separate from the Participant’s Pre-tax and After-tax Contribution Accounts and, as such,
will be subject to investment elections which are separate from those related to the
Participant’s Pre-tax and After-tax Contribution accounts, but which will be subject to
the same process as is set forth in Article IV of this Plan.





2.060 Matching Contribution Formula.





	(a)	 	The Company will contribute to the Plan on behalf of each Participant out of its current or
accumulated profits Company Matching Contributions equal to fifty percent (50%) of the
Participant’s Basic Pre-tax Contributions and Basic After-tax Contributions (up to 6% of
Compensation ) made pursuant to Section 2.020. Such Company Matching Contributions will be
made in the form and subject to the limitations set forth in Section 2.070. Any forfeiture of
Company Matching Contributions occurring during a Plan Year shall be used to reduce Company
Matching Contributions for such Plan Year.





2.070 Rules Concerning Matching Contributions.





	(a)	 	No Company Matching Contributions will be made with respect to a Participant’s Supplemental
Pre-tax Contributions, Catch-up Contributions, Supplemental After-tax Contributions or
Rollover Contributions.
	 
	(b)	 	Company Matching Contributions will be made in the form of Rockwell Automation common stock,
but may be made, in the discretion of the Board of Directors, in cash or in any
combination of cash and Rockwell Automation common stock. Rockwell Automation common stock
which is contributed will be valued at the New York Stock Exchange closing price on the
Valuation Date immediately preceding the date on which the contribution is made.





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	(c)	 	Company Matching Contributions will be directed to the Rockwell Automation Stock Fund unless
otherwise distributed or transferred as described above.





2.080 Limit on Employer Contributions



The contribution of a Company in Puerto Rico for any Plan Year will in no event exceed the maximum
amount allowable as a deduction to the Company under the provisions of Section 1023(n) of the PR
Code. The Company may make contributions to the Plan without regard to net profits, current or
accumulated.




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ARTICLE
III: CONTRIBUTION LIMITATIONS




3.010 Limitations on Employee Pre-tax Contributions.





	(a)	 	The aggregate amount in any calendar year of all of a Participant’s:






	 	(1)	 	Basic and Supplemental Pre-tax Contributions to this Plan; and
	 
	 	(2)	 	elective deferrals under any other cash or deferred arrangement (as defined in
PR Code §1165(e)).






	 	 	may not exceed Nine Thousand Dollars ($9,000.00), or such larger sum as may be in effect under
PR Code §1165(e)(7).
	 
	(b)	 	Prior to the beginning of, and periodically during, each Plan Year, the Plan Administrator
will cause a test to be conducted of Pre-tax Contribution elections under Sections 2.020(a)
and 2.030(a) in order to determine whether the Average Pre-tax Contribution Percentage for
the Highly Compensated Employee Group exceeds the Pre-tax Contribution Percentage Limit. If
it is determined that the Pre-tax Contributions made for any Plan Year by the Highly
Compensated Employee Group would (if not reduced) cause the Average Pre-tax Contribution
Percentage of that Group to exceed the Pre-tax Contribution Percentage Limit, the Plan
Administrator will first reduce any Supplemental Pre-tax Contributions and then the Basic
Pre-tax Contributions elected by Participants in the Highly Compensated Employee Group, so
that the Pre-tax Contribution Percentage Limit will not be exceeded for the Plan Year:






	 	(1)	 	Such reduction will be effective as of the first payroll date in the month
following such determination and will be made by first reducing the Pre-tax
Contribution Accounts of Highly Compensated Employee Group Participants who have the
greatest dollar amount of Pre-tax Contributions (but not below the Highly Compensated
Employee Group Participants with the next highest dollar amount of Pre-tax
Contributions), and then, if necessary, reducing the Pre-tax Contributions of the
Highly Compensated Employee Group Participants with the next highest dollar amount of
Pre-tax Contributions (including the Pre-tax Contributions of the Highly Compensated
Employee Group Participants whose Pre-tax Contributions have already been reduced by
the Plan Administrator), and continuing in descending order until the Average Pre-tax
Contribution Percentage for the Highly Compensated Employee Group satisfies the Pre-tax
Contribution Limit.
	 
	 	(2)	 	Such excess Pre-tax Contributions will be distributed to the affected Participants
who are Highly Compensated Employee Group Participants as soon as practicable after the
end of such Plan Year and in all events prior the end of the next following Plan Year.
Income allocable to such excess Pre-tax Contributions with respect to any Participant
that are distributed in the next following Plan Year shall equal the sum of the
allocable
gain or loss for the Plan Year, and any allocable gain or loss for the





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	 	 	 	period between
the end of the Plan Year and the date of the corrective distribution (i.e., the “gap
period”). Income allocable to excess Pre-tax Contributions for the Plan Year and any
gap period shall be calculated under any reasonable method as determined by the Plan
Administrator, provided that such method is used for allocating income to Participants’
Pre-tax Contribution Accounts and is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year.






	(c)	 	Reductions in Basic or Supplemental Pre-tax Contributions pursuant to subsection (b) of this
Section will continue until the Plan Administrator determines that changed circumstances
permit a revision of such Pre-tax Contributions, in which case the Plan Administrator will
determine the amount by which such Pre-tax Contributions may be revised for the balance of the
Plan Year.
	 
	(d)	 	In order to determine the amount of excess Pre-tax Contributions, if any, for the members of
the Highly Compensated Employee Group, the Plan Administrator or his delegate will:






	 	(1)	 	determine the “highly compensated employee” (as defined in PR Code
§1165(e)(3)(E)(iii)) in the Group with the highest Pre-tax Contribution Percentage
(i.e., the amount of such employee’s Pre-tax Contributions in a particular Plan
Year, divided by his Compensation for the Plan Year);
	 
	 	(2)	 	determine how much the said Percentage would have to be reduced to either
satisfy the Average Pre-tax Contribution Percentage test under PR Code §1165(e)(3)
or cause such Percentage to equal the Pre-tax Contribution Percentage of the highly
compensated employee with the next highest Percentage; and
	 
	 	(3)	 	repeat making the determination set forth in Paragraph (2) until such time as
the Average Pre-tax Contribution Percentage test described in that Paragraph is
satisfied.




The amount of excess Pre-tax Contributions for the members of the Highly Compensated Employee Group
is equal to the amount equal to the sum of the hypothetical reductions described above, multiplied
by such members’ Testing Compensation.





	(e)	 	To the extent permitted by regulation, the Plan Administrator may during or following a Plan
Year cause Supplemental or Basic Pre-tax Contributions made on behalf of Highly Compensated
Employee Group Participants to be recharacterized (on a uniform and non-discriminatory basis)
as Supplemental or Basic After-tax Contributions to the extent necessary to prevent the
Average Pre-tax Contribution Percentage for that Plan Year for those Participants from
exceeding the Pre-tax Contribution Percentage Limit.




3.020 Limits for Catch-up Contributions. Notwithstanding the limitations set forth in the
preceding Section 3.010 or any other provision of this Plan, the aggregate amount of Catch-up




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Contributions for a given Plan Year of any Participant who, as of the end of a Plan Year, is at
least age fifty (50), who intends to have Basic and Supplemental Pre-tax Contributions made to the
Plan during the Plan Year which could be in excess of the limit set forth in the said Section 3.010
and who has a Basic Pre-tax or After tax Contribution election of at least 1% in place, will be
permitted to elect to have Catch-up Contributions made on his behalf to the Plan in amounts
totaling $1,000 or any other limit provided in Section 1165(e)(7)(C) of the PR Code.



To the extent that any such Catch-up Contribution is in excess of the limits of this Section and,
if not otherwise limited pursuant to any other provisions of this Plan which are applicable to
Participant Contributions or Company Matching Contributions, such excess will nevertheless be
contributed to the Plan as an After-tax Contribution of such Participant.



3.025 Qualified Nonelective Contributions. The Company may make qualified nonelective
contributions on behalf of any Eligible Employee who is working in Puerto Rico, in order to satisfy
applicable requirements of the PR Code. Such contributions shall be fully vested at all times and
shall be made in a manner that also complies with the PR Code.



3.030 Incorporation by Reference. The limitations of PR Code Section 1165(e) are hereby
incorporated by reference. Articles II and III of the Plan set forth the basic requirements of PR
Code §1165(e). In the event of any conflict between the provisions of these Articles II and III
and the PR Code §1165(e), the provisions of the PR Code thereunder shall govern. The Plan also
incorporates by reference any subsequent PRTD guidance applicable under these PR Code provisions.




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ARTICLE IV: PLAN INVESTMENTS



4.010 Investment Elections. In addition to the elections and authorizations set forth in Article
II, a Participant will be permitted to elect in which Investment Funds his Participant
Contributions will be invested.





	(a)	 	Such investments will be elected by the Participant among the Investment Funds in one percent
(1%) increments, with the total of the elected percentage increments equaling one hundred
percent (100%).
	 
	(b)	 	The Participant will be permitted to change, on a daily basis, any previous Investment Fund
election or elections he has made with regard to his Contributions pursuant to subsection (a).
	 
	(c)	 	The elections and changes to such elections which a Participant makes pursuant to this
Section will be made by means of any method (including any available telephonic or electronic
method which is acceptable to the Plan Administrator at the time the election or change is
made by the Participant), and may be made at any time and will be effective as of the New York
Stock Exchange closing immediately following the making of that election or change; provided,
however, if it is determined by the Plan Administrator or his delegate that an investment
election made by a Participant is invalid or defective, such an invalid or defective election
will be deemed to have been made in favor of the appropriate target retirement Investment Fund
based on such Participant’s date of birth.
	 
	(d)	 	The Account of any Participant who initially fails to make a valid investment election prior
to becoming a participant in the Plan shall be invested in the appropriate target retirement
Investment Fund based on such Participant’s date of birth (or such other Investment Fund as
selected by the Trustee or as directed by the Plan Administrator).




4.020 Transfers from Investment Funds. A Participant will be permitted to have the whole or
a portion of the value of his interest in any of the Plan’s Investment Funds (including the
Rockwell Automation Stock Fund).



4.030 Transfers from the Rockwell Automation Stock Fund. A Participant who is an Employee of the
Company may elect to have some or all of his interest in the Rockwell Automation Stock Fund,
regardless of a Participant’s years of Vesting Service. transferred to any Investment Fund. A
Participant who is no longer an Employee (including a Participant who is a Divested Business
Employee) or a Beneficiary may not make any transfers into the Rockwell Automation Stock Fund.



4.040 Mandatory Transfer from the Rockwell Automation Stock Fund. For each Plan Year, the Plan
Administrator shall select a date prior to June 30 on which any Participant who is not an Employee
as of the preceding December 31 (including a Participant who is a Divested Business Employee) shall
be deemed to have elected to transfer that portion of his interest in the Rockwell Automation Stock
Fund that exceeds 15% of his total Account value to a
target




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retirement Investment Fund based on such Participant’s date of birth. The Plan
Administrator shall give affected Participants at least sixty (60) days prior notice of such
transfer.



4.050 General Transfer Rules and Limitations. The Fund transfers described in the preceding
Sections will be subject to the following limitations:





	(a)	 	Any such transfer will be effected in dollar amounts or in increments of 1% of the value of
the Participant’s interest in a transferring Fund, but in no event will any such transfer be
in an amount less than Two Hundred and Fifty Dollars ($250.00), except that if the balance of
a Participant’s interest in a Fund is less than Two Hundred and Fifty Dollars ($250.00), the
Participant may elect to have the entire balance of his interest in the Fund transferred.
	 
	(b)	 	Transfer elections may be made at any time, but each such election by a Participant will
be effective and be thereafter irrevocable as of the New York Stock Exchange closing
immediately following the Participant’s election. The elections may be made by means of
any method (including any available telephonic or electronic method) which is acceptable
to the Plan Administrator; provided, however, that, if it is determined by the Plan
Administrator or his delegate that an investment election made by a Participant is invalid
or defective, the Participant’s election will, until duly corrected by him, be deemed to
have not been made.




4.060 Participant’s Accounts. Separate Participant Contribution, Rollover (if applicable) and
Company Contribution Accounts will be established and maintained by the Trustee to represent all
amounts, adjusted for gains or losses thereon, which have been contributed by or on behalf of a
Participant as Participant Contributions, Rollover Contributions and Company Matching
Contributions. Such separate Accounts must contain sufficient information to permit a
determination of the dollar balance of the Participant’s Accounts at any time and to permit, with
respect to the Rockwell Automation Stock Fund, a determination of the number of equivalent shares
of common stock held on the Participant’s behalf in such Fund. Each Contribution on behalf of a
Participant to an Investment Fund or the Rockwell Automation Stock Fund and each payment made to a
Participant from an Investment Fund or the Rockwell Automation Stock Fund will result in a credit
or charge to the Account representing the Participant’s interest in such Fund. In addition,
dividend proceeds on Rockwell Automation common stock held in the Rockwell Automation Stock Fund
will be used for the purchase, when possible, of additional shares of Rockwell Automation common
stock for the Fund, therefore, will result in appropriate adjustments to the balances in the said
Fund and to the value of the Participant’s interest in the said Fund.



4.070 Valuation and Participant Statements. As of each Valuation Date, an amount equal to the fair
market value of the Funds (other than dividends received which are attributable to whole shares of
Rockwell Automation common stock which were or are to be transferred to Participant Accounts
subsequent to the record date for such dividend) will be determined by the Trustee in such manner
and on such basis as it may deem appropriate. At least
annually, but more frequently, if the Plan Administrator should so determine, the Trustee will
forward by mail to each Participant a statement, in such form as the Plan Administrator deems
appropriate, setting




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forth pertinent information relative to each Participant’s Accounts. Such
statement will, for all purposes, be deemed to have been accepted as correct, unless the Plan
Administrator (or the Trustee, as the case may be) is notified to the contrary by mail within
ninety (90) days of the date on which it was mailed to the Participant.




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ARTICLE V: VESTING AND ACCOUNT DISTRIBUTIONS




5.010 Vesting.





	(a)	 	Every Participant will at all times have a One Hundred Percent (100%) vested and
nonforfeitable interest in his After-tax Contribution Account, Pre-tax Contribution Account
and, if applicable, Rollover Account.
	 
	(b)	 	A Participant who attains age sixty five (65) or dies while still an Employee will thereafter
have a One Hundred Percent (100%) vested and nonforfeitable interest in his Company
Contribution Account. A Participant who has not yet attained age sixty five (65), but has
completed three (3) years of Vesting Service will have One Hundred Percent (100%) vested and
nonforfeitable interest in his Company Contribution Account.
	 
	(c)	 	Subject to subsection (b) above, a Participant who terminates employment at any time prior to
completing three (3) years of Vesting Service will forfeit the portion of his Company
Contribution Account which is not vested on his Employment Severance Date:






	 	(1)	 	on his Employment Severance Date, if he receives a distribution of all of his
vested Account balances at that time, but the Participant may have the said forfeiture
restored, if he is reemployed by the Company or an Affiliated Company and repays the
previously distributed amount within five (5) years of his Employment Severance Date,
or
	 
	 	(2)	 	on the fifth anniversary of his Employment Severance Date, even though he does not
receive a distribution as a result of his termination of employment and even though he
is reemployed by the Company or an Affiliated Company, if his Reemployment Date is not
within five (5) years of his Employment Severance Date;






	 	 	provided, however, that a Participant’s Vesting Service with respect to Company Contributions
made after his Reemployment Date will include his Vesting Service prior to his Employment
Severance Date, if his Reemployment Date is less than five (5) years after his prior Employment
Severance Date.






	(d)	 	Notwithstanding any other provision in this Section to the contrary, if the vesting
provisions in subsection (b) of this Section should be amended in the future, a Participant
who has completed three (3) years of Vesting Service at that time may elect to have his vested
percentage in his Company Contribution Account determined under the vesting provisions of
subsection (b) as they were set forth prior to the said amendment.
	 
	(e)	 	Any Participant who is a Divested Business Employee will have a One Hundred Percent (100%)
vested and nonforfeitable interest in such Participant’s Company Contribution Account
resulting from Company Matching Contributions made to that Account prior to the transaction
which resulted in him becoming a Divested Business Employee





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5.020 Retirement, Death, Termination of Employment. Subject to the provisions of Section 5.070
and Section 5.080, as soon as administratively practicable after the occurrence of a
Participant’s:





	(a)	 	Retirement,
	 
	(b)	 	death, or
	 
	(c)	 	termination of employment,




a Participant or his Beneficiary (in the case of the Participant’s death) will receive the entire
vested balance of his Plan Account. In the case, however, of Retirement, a Participant who would
otherwise receive a distribution pursuant to the preceding sentence may instead make an election
pursuant to the terms of Section 5.050.



5.030 [Reserved]



5.040 Form of Distributions — Stock or Cash. Distributions made under this Article will be made
to Participants and, when applicable, their Beneficiaries in the form of cash or common stock, or
in a combination of cash and common stocks, pursuant to subsections (a) and (b):





	(a)	 	With respect to Investment Funds (other than the Rockwell Automation Stock Fund), a
Participant will receive the entire balance of his Accounts in such Funds in cash. Such
balance will be determined in the manner set forth in Section 4.070, by reference to the value
of the Participant’s interest on the date of such Participant’s Retirement, termination of
employment or death.
	 
	(b)	 	With respect to the Rockwell Automation Stock Fund, the Participant will be permitted, if he
should so elect, to receive the entire balance of his Accounts in such Fund in the manner
described in the preceding subsection or in shares, as applicable, of Rockwell Automation
common stock equal in number to the maximum number of whole shares of common stock which could
be purchased for the closing price of that common stock on that date (as such price is
documented on the New York Stock Exchange — Composite Transactions listing) or, in the event
such date falls on a day on which for any reason there are no trades of such stock reflected
on such listing, the next trading day subsequent to that date. In addition, the Participant
will be paid in cash for the value of any partial shares of the said common stock and the
amount of any cash dividends received since that date which are attributable to the number of
whole shares of common stock distributed to him.




5.050 Payment Method for Distributions to Retiring Participants. Any Participant who is eligible
for and wishes to receive a distribution under Section 5.020 on account of his Retirement will make
an election concerning the form of distribution and will provide such
election to the Plan Administrator or the Plan Administrator’s delegate prior to Retirement. The
form of distributions such a Participant may elect will be in the form of either:






	(a)	 	a lump sum payment, or





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	(b)	 	ten (10) or fewer annual installment payments, such installment payments to be equal to the
value of the Participant’s Accounts as of the Valuation Date immediately preceding
distribution, divided by the number of installments remaining at the time of each payment.
The initial installment payment will be made as soon as is practicable after the effective
date of the Participant’s election, with subsequent payments during the elected installment
payment period to be made as of the annual anniversary date of the initial installment
payment.




If a Participant who had previously Retired and commenced receipt of installment payments pursuant
to subsection (b) returns to employment with the Company or an Affiliated Company (except as a Flex
Force Employee), such installment payments will be suspended until the Participant’s subsequent
retirement, at which time he would be permitted again to make the election described therein.



5.060 [Reserved]



5.070 Participant’s Consent to Distribution of Benefits. Notwithstanding any other provisions of
the Plan to the contrary, if the aggregate value of the vested and nonforfeitable Account balances
of an individual who terminates his employment with the Company and is no longer a Plan Participant
is One Thousand Dollars ($1,000.00) or less, the Plan Administrator will arrange such balances to
be consolidated and distributed to such Participant as soon as practicable following such
termination pursuant to in the manner set forth in Section 5.020.



If such vested and nonforfeitable amount is in excess of One Thousand Dollars ($1,000.00), no
distribution of benefits under the Plan will be made, unless the Plan Administrator or his delegate
first obtains the Participant’s consent thereto. In the event such consent is not so obtained, the
Participant’s Accounts will be retained by the Plan and will be maintained and valued in accordance
with Article IV. Distribution of the Participant’s Accounts pursuant to this Section will be made
following the date on which the Participant’s consent to such distribution is obtained or, if
earlier, the date on which the Participant dies, in the manner provided under Sections 5.050 or
5.080 respectively.



5.075 Cashout Forfeitures and Repayments. In the case of a Participant who receives a
distribution pursuant to Article V upon his termination of participation in this Plan when he
has less than three (3) years of Vesting Service, such Participant will, at the time of the
distribution, forfeit any portion of his Company Contribution Account which is not vested and
nonforfeitable at the time of his termination of participation in the Plan. If such Participant
should return to employment with the Company within five (5) years of the date of such
distribution and forfeiture, the said forfeiture will be restored, if he repays the amount
previously distributed. The amount restored, upon repayment of the distribution pursuant to
this Section, will be equal to the amount forfeited at the time of the distribution, such amount
to be unadjusted any gains or losses subsequent to the forfeiture and prior to the repayment.




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Notwithstanding any other provisions of the Plan to the contrary, a Participant’s service with
respect to which he received a distribution under this Section or under Section 6.040 will not be
affected or reduced for eligibility purposes or for determination of his years of Vesting Service
under Section 5.010.



5.080 Distributions to Beneficiaries. In the event of a Participant’s death, a distribution to the
Participant’s Beneficiary shall be made as follows:





	(a)	 	A Non-spousal Beneficiary shall receive a lump-sum payment as soon as administratively
practicable following the Participant’s death.
	 
	(b)	 	A Spousal Beneficiary shall continue to receive installment payments that the Participant
elected pursuant to Section 5.050, if any, unless such spousal Beneficiary elects to receive
the Participant’s remaining Account balance in a lump sum payment at any time following the
Participant’s death.




5.090 Transfer of Distribution Directly to Eligible Retirement Plan. A Participant, a
Participant’s spouse entitled to distribution as his Beneficiary pursuant to Article VII or a
former spouse entitled to distribution pursuant to Section 9.120(a) or any individual entitled to a
distribution as a Beneficiary pursuant to Article VII may request in writing to have any portion of
an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the
Participant in a direct rollover. The following definitions shall apply for purposes of this
Article 5.090:





	(a)	 	“Eligible Retirement Plan.” An Eligible Retirement Plan is an individual retirement account
described in Section 1169 of the PR Code, or a qualified trust described in Section 1165(a) of
the PR Code that accepts the Participant’s Eligible Rollover Distribution. In the case of an
Eligible Rollover Distribution to a Beneficiary who is the Participant’s surviving spouse, an
Eligible Retirement Plan is also an individual retirement account or qualified trust described
above;
	 
	(b)	 	“Eligible Rollover Distribution.” An Eligible Rollover Distribution is any distribution of
all of the balance to the credit of the Participant within a single taxable year by reason of
separation from service.




Such request will be made, in the case of a Participant, at the time his consent to such
distribution is given to the Plan Administrator pursuant to Section 5.070, or at such later date as
the Plan Administrator permits, or, in the case of the Participant’s spouse or former spouse, at
such time as the Plan Administrator determines. Prior to effecting such a transfer the Plan
Administrator may require evidence reasonably satisfactory to him that the entity to which such
transfer is to be made
is in fact an Eligible Retirement Plan and that such Eligible Retirement Plan may receive the
distribution in the forms required under this Article.



5.100 Uncashed Checks. If the Plan Administrator distributes the assets in a Participant’s Account
pursuant to this Article V and the distribution check is not cashed, a Participant will be




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entitled
to request a new check. In such case, the amount of the new check will be
equal to the amount of
the original, uncashed distribution check and will not be adjusted for earnings and losses.




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ARTICLE VI: WITHDRAWALS AND LOANS




6.010 Withdrawals from Accounts by Participants under Age 59-1/2.





	(a)	 	A Participant who has not yet attained age fifty-nine and one-half (59-1/2) may elect
while still employed to withdraw certain amounts from his Accounts. As soon as is
practicable after the Plan Administrator’s receipt of such an election, there will be
paid or transferred to such Participant cash and, if applicable, common stock from his
Accounts in the following order:






	 	(1)	 	first, from that portion of his After-tax Contribution Account which is
attributable to his Supplemental After-tax Contributions;
	 
	 	(2)	 	second, from that portion of his After-tax Contributions Account which is
attributable to Basic After-tax Contributions;
	 
	 	(3)	 	third, from that portion of his Rollover Account which is attributable to pre-tax
Rollover Contributions;
	 
	 	(4)	 	fourth, from that portion of his Rollover Account which is attributable to
after-tax Rollover Contributions;
	 
	 	(5)	 	fifth, from that portion of his Company Contribution Account, if vested, which is
attributable to his Basic After-tax Contributions;
	 
	 	(6)	 	sixth, from that portion of his Pre-tax Contribution Account which is attributable
to his Supplemental Pre-tax Contributions;
	 
	 	(7)	 	seventh, from that portion of his Account which is attributable to his Catch-up
Contributions.
	 
	 	(8)	 	eighth, from that portion of his Pre-tax Contribution Account, which is
attributable to his Basic Pre-tax Contributions.






	(b)	 	Withdrawals pursuant to this subsection may only be made by a Participant once every six (6)
months.
	 
	(c)	 	If a Participant should withdraw an amount from his Company Contribution Account pursuant to
subsection (a)(5), Company Matching Contributions will be suspended and will not be made to
his Company Contribution Account during the six-month period immediately following the
withdrawal.
	 
	(d)	 	Withdrawals from a Participant’s Pre-tax Contribution Account pursuant to subsections (a)(6),
(a)(7) or (a)(8) prior to his attainment of age fifty-nine and one-half (59-1/2) will only





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	 	 	be permitted upon the occurrence of a Hardship and such withdrawals will be administered
pursuant to Section 6.030.






	(e)	 	With the exception of the types of withdrawals available to certain Participants pursuant to
subsection (d), no Participant will be permitted to withdraw amounts in his Company
Contribution Accounts which are attributable to his Basic Pre-tax Contributions prior to his
attainment of age fifty-nine and one-half (59-1/2).
	 
	(f)	 	Withdrawals from the Rockwell Automation Stock Fund may, at the election of the withdrawing
Participant, be in the form of cash or, as applicable, in the form of Rockwell Automation
common stock.





6.020 Withdrawal from Accounts by Participants Over Age 59-1/2.





	(a)	 	A Participant who has attained age fifty-nine and one-half (59-1/2) and is still employed by
the Company may elect to withdraw any or all of the amounts in his Accounts. As soon as is
practicable after the Plan Administrator’s receipt of such an election, there will be paid or
transferred to such Participant cash and, if applicable, common stock from his Accounts in the
following order:






	 	(1)	 	first, from that portion of his After-tax Contribution Account which is
attributable to his Supplemental After-tax Contributions;
	 
	 	(2)	 	second, from that portion of his After-tax Contributions Account which is
attributable to Basic After-tax Contributions;
	 
	 	(3)	 	third, from that portion of his Rollover Account which is attributable to pre-tax
Rollover Contributions;
	 
	 	(4)	 	fourth, from that portion of his Rollover Account which is attributable to
after-tax Rollover Contributions;
	 
	 	(5)	 	fifth, from that portion of his Pre-tax Contribution Account which is attributable
to his Supplemental Pre-tax Contributions;
	 
	 	(6)	 	sixth, from that portion of his Account which is attributable to his Catch-up
Contributions.
	 
	 	(7)	 	seventh, from that portion of his Pre-tax Contribution Account which is
attributable to his Basic Pre-tax Contributions
	 
	 	(8)	 	eighth, from that portion of his Company Contribution Account which is attributable
to qualified non-elective contributions (QNECs);




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	 	(9)	 	ninth, from that portion of his Company Contribution Account, if vested, which is
attributable to his After-tax Basic Contributions;
	 
	 	(10)	 	tenth, from that portion of his Company Contribution Account, if vested, which is
attributable to his Pre-tax Basic Contributions;
	 
	 	(11)	 	eleventh, from that portion of his Company Contribution Account attributable to
qualified matching contributions (QMACs).






	(b)	 	Withdrawals from the Rockwell Automation Stock Fund may, at the election of the
withdrawing Participant, be in the form of cash or, as applicable, in the form of Rockwell
Automation common stock.




6.030 Hardship Withdrawals from Pre-tax Accounts. Subject to any restrictions the Plan
Administrator might establish with respect to loans made pursuant to Section 6.060, the following
provisions may apply, in the event of the occurrence of a Hardship.





	(a)	 	A Participant who has not attained age fifty-nine and one-half (59-1/2) may request approval
to withdraw some or all of the balance of his Pre-tax Contribution Account, if the Participant
can demonstrate that the withdrawal is required as a result of a Hardship (including payment
of any Puerto Rico income taxes reasonably anticipated to result from such Hardship
withdrawal).
	 
	(b)	 	Any determination of the existence of a Hardship, the reasonable availability to the
Participant of funds from other sources and the amount necessary to be withdrawn on account of
such Hardship will be made on the basis of all relevant facts and circumstances and in
accordance with the provisions of this Section and Section 1.370, as applied in a uniform and
nondiscriminatory manner. Such determination may, if it is reasonable in light of all
relevant and known facts and circumstances, be based upon the Participant’s representation
that the Hardship cannot be relieved:






	 	(1)	 	through reimbursement or compensation by insurance or otherwise;
	 
	 	(2)	 	by reasonable liquidation of the Participant’s assets, to the extent that such
liquidation would not itself cause an immediate and heavy financial need;
	 
	 	(3)	 	by suspension of Participant Contributions to the Plan; or
	 
	 	(4)	 	by other distributions (other than Hardship distributions) or loans from the Plan
and any other plan maintained by an Affiliated Company or by any former employer or by
borrowing from commercial sources at reasonable commercial rates.






	(c)	 	Any individual who makes a withdrawal pursuant to Article VI shall not be permitted to make
Pre-Tax Contributions until the end of the twelve (12) month period commencing on the date
such withdrawal was received by the Participant. In addition, such Participant may





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	 	 	not make
Pre-Tax Contributions for such Participant’s taxable year immediately following the taxable year
of such withdrawal that is in excess of the applicable limit under Section 1165(e)(7)(A) of the
PR Code for such immediately following taxable year less the amount of such Participant’s
Pre-Tax Contributions for the taxable year in which such Participant made the withdrawal. In
addition, such Hardship distributions will only be available to Participants hereunder only once
every twelve (12) months.






	(d)	 	The proceeds of a Hardship withdrawal made pursuant to this Section may not be distributed or
transferred from the Trustee of this Plan as an eligible rollover distribution to the
custodian or trustee of an Eligible Retirement Plan.
	 
	(e)	 	Hardship withdrawals will be paid to a Participant in the order set forth in Section
6.010(a).





6.040 Forfeitures and Suspensions.





	(a)	 	Subject to the exception described in subsection (b), in the event that a Participant with
less than three (3) years of Vesting Service makes a withdrawal under Section 6.010 with the
result that his Basic After-tax Contribution Account is the source of some or all of such
withdrawal, the Participant will at that time forfeit the unvested portion of his Company
Contribution Account which is attributable to the withdrawal. The forfeitable interest which
is attributable to the Participant’s Basic After-tax Contributions will be determined by
multiplying the dollar balance of the Participant’s Company Contribution Account by a
fraction, the numerator of which is equal to the dollar value of the Basic After-tax
Contributions which were withdrawn by the Participant and the denominator of which is the
total dollar value of his After-tax Contribution Account attributable to his Basic After-tax
Contributions (both such dollar values to be determined as of the date of the withdrawal).
	 
	(b)	 	If a Participant applies for and receives a Hardship withdrawal, pursuant to Section 6.030,
from his Basic and /or Supplemental Pre-tax Contribution Account, the forfeitures described in
subsection (a) will not be applicable.




6.050 Allocation of Withdrawals Among Investment Funds. Withdrawals and forfeitures under Sections
6.010 through 6.040 will be taken from a Participant’s Accounts in the Investment Funds in a pro
rata fashion, based upon the relative size of such Accounts.



6.060 Loans. The Plan Administrator will establish, and may from time to time modify, procedures
pursuant to which any Employee or other “party in interest” (as defined in ERISA §3(14)) may apply
for and receive a loan from the Plan, in an amount not exceeding the least of (a), (b), (c) or (d):





	(a)	 	the aggregate of the balances in the borrower’s Pre-tax and After-tax Contribution Accounts
and, if applicable, in the portion of his Account attributable to QNECs or in his Rollover
Account;





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	(b)	 	an amount which, when combined with all outstanding loans to the borrower from all other
plans of all Affiliated Companies, equals Fifty Thousand Dollars ($50,000.00), reduced by the
excess, if any, of






	 	(1)	 	the highest outstanding and unpaid balances of all prior loans to the borrower from
the Plan and such other plans during the twelve (12) month period immediately preceding
the date on which such loan is made, over
	 
	 	(2)	 	the outstanding balance of any loan to the borrower from the Plan or such other
plans on the date on which the loan is made;






	(c)	 	one-half (1/2) of the aggregate of the balances of the borrower’s Accounts; or
	 
	(d)	 	such amount, not exceeding the amounts described in (a) through (c) above, as the Plan
Administrator determines.




All such loans will be made available to all eligible Employees and other parties in interest on a
reasonably equivalent and non-discriminatory basis and will be governed by the provisions of
Appendix B, as such Appendix is from time to time constituted, pursuant to determination of the
Plan Administrator.




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ARTICLE VII: DEATH BENEFITS



7.010 Designation of a Beneficiary. Subject to the provisions of Section 7.020, in the event of a
Participant’s death, payment of the benefits provided under this Plan will be made to such person
or persons as he has designated as his Beneficiary to receive such benefits.



7.020 Spouse as Automatic Beneficiary. In the case of a Participant who has been married for at
least one (1) year at the time of his death and who dies prior to complete distribution of his
Accounts, the Beneficiary will be deemed to be the Participant’s spouse regardless of any contrary
designation, unless the Participant has filed with the Plan Administrator a written Beneficiary
designation naming a person or persons other than such spouse. Such written designation must be
accompanied by a written consent of the Participant’s spouse, but may be accepted by the Plan
Administrator without such a written consent, if it is established to the Plan Administrator’s
satisfaction that such a written consent cannot be obtained because:





	(a)	 	there is no spouse;
	 
	(b)	 	the spouse cannot be located; or
	 
	(c)	 	other circumstances exist, as permitted under Code §417(a)(2), which prevent presentation of
such consent to the Plan Administrator.




Such written consent (which must be witnessed by a notary public) must be on a form furnished to
the Participant by the Plan Administrator and must acknowledge the effect of the consent. In the
event that a Participant has a new spouse to whom he has been married for a one (1) year period,
the previous designation of a prior spouse will be void and the new spouse will be deemed to be the
Participant’s Beneficiary, unless the Participant makes a written designation of a person or
persons other than the new spouse in a manner described above in this Section.



7.030 Beneficiary Changes. A Participant may change his designation of Beneficiary at any time by
filing a request for such change with the Plan Administrator (or such other person as is designated
by the Plan Administrator). Such change will become effective only upon receipt of the request by
the Plan Administrator (or the Plan Administrator’s delegate), but upon such receipt, the change
will relate back to and be effective as of the date the Participant signed such request; provided,
however, that the Plan Administrator, the other named fiduciaries and the Trust Fund will be not be
liable in any way or to any degree for any payment made to the Beneficiary designated before
receipt of such request.



7.040 Participant’s Estate as Beneficiary in Certain Cases. The benefits payable from a
Participant’s Accounts at the time of his death will be paid to the Participant’s estate, if any of
the following circumstances should exist at the time of his death:





	(a)	 	no valid designation of Beneficiary exists pursuant to this Article;
	 
	(b)	 	the Plan Administrator or Trustee has a doubt as to the rights of a potential Beneficiary; or





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	(c)	 	a previously designated Beneficiary predeceases the Participant.




In such case, the Plan Administrator and the Trustee will not be individually liable in any manner
and to any degree with respect to such payment.



7.050 Payment to a Beneficiary. Upon receipt by the Plan Administrator (or another person
designated by him) of evidence satisfactory to such person of the death of a Participant and of the
identity and existence at the time of such death of the Beneficiary, the Plan Administrator will
direct the Trustee to pay the Participant’s Accounts to such Beneficiary in accordance with Article
V.




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ARTICLE VIII: TRUST AGREEMENT



8.010 Establishment of Trust Fund. The property resulting from contributions made on behalf of all
Participants, including contributions made by the Company, will be held in a Trust Fund by a
Trustee selected by the Employee Benefit Plan Committee pursuant to a Trust Agreement entered into
between such Trustee and the Employee Benefit Plan Committee.



8.020 Investment Funds and Stock Funds. The Plan, as well as the Trust Fund associated with
the Plan, is intended to at all times be structured and administered in a manner which conforms
to the requirements of ERISA §404(c). In keeping with the requirements of the said ERISA
provision, the Trustee will establish and maintain as parts of the Trust Fund individual
Investment Funds and the Rockwell Automation Stock Fund, as are described below.





	(a)	 	The Investment Funds available under the Trust Fund will consist of mutual funds or
collective funds, accounts or other similar investment vehicles, which will consist of and be
identical to the individual Plan Investment Funds.
	 
	(b)	 	The Rockwell Automation Stock Fund will consist of all cash, Rockwell Automation common
stock and the proceeds and income from that common stock, which are attributable to
Participant Contributions designated as contributions to the Rockwell Automation Stock
Fund and Company Matching Contributions. Unless otherwise elected by the Participant, the
dividends or other proceeds or income received by the Rockwell Automation Stock Fund will
be invested by the Trustee in Rockwell Automation common stock and will remain in the said
Rockwell Automation Stock Fund.




8.030 Trustee’s Powers and Authority. Subject to the provisions of Section 8.050 concerning
certain power and authority connected with the common stock of Rockwell Automation, which is held
in the Rockwell Automation Stock Fund, the Trustee will have full authority and discretion with
respect to management of the assets of the Trust Fund, including management of the assets of the
individual Investment Funds held thereunder.



8.040 Statutory Limits. In making all investments pursuant to this Plan, the Trustee will:





	(a)	 	be subject to applicable provisions of ERISA governing the exercise of its fiduciary
responsibilities on behalf of the Trust Fund and this Plan, as well as to all applicable
securities laws governing the investments of the Trust Fund (including any investment
companies or mutual funds therein), but will not be bound by any law or any court doctrine of
any state or jurisdiction limiting trust investments, except as otherwise provided or
permitted by ERISA;
	 
	(b)	 	at all times give consideration to the cash requirements of the Plan; and





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	(c)	 	not cause the Plan to engage in any transaction constituting a prohibited transaction under
ERISA §406.





8.050 Duty of Trustee as to Common Stock in Stock Funds.





	(a)	 	Except as otherwise provided in this Section, the duty with respect to the voting, retention,
and tendering of common stock held in the Rockwell Automation Stock Fund will lie solely with
the Trustee and will be exercised in the Trustee’s discretion.
	 
	(b)	 	With respect to any matter as to which a vote of the outstanding shares of such common stock
held in such a Stock Fund is solicited:






	 	(1)	 	the Trustee will solicit the direction in writing of each Participant, as to the
manner in which voting rights of the Participant’s vested and non-vested shares of
common stock held in or credited to a Stock Fund as of the record date fixed for
determining the holders of common stock entitled to vote on such matter are to be
exercised with respect to such matter, and the Trustee will exercise the voting rights
of such shares with respect to such matter in accordance with the last-dated timely
written direction, if any, of such Participant; and
	 
	 	(2)	 	the Trustee, in its sole discretion, will exercise voting rights of shares of
common stock held in the Stock Funds as to which no timely direction has been received
pursuant to paragraph (1).






	(c)	 	In the event of any Tender Offer:






	 	(1)	 	the Trustee will solicit the direction in writing of each Participant, as to the
tendering or depositing of any vested or non-vested shares of common stock held in any
Stock Fund with respect to such Participant and, except as limited by subsection (d),
will tender or deposit such shares pursuant to any such Tender Offer in accordance with
the last dated timely written direction, if any, of such Participant;
	 
	 	(2)	 	the Trustee will have the duty, except as limited by subsection (d), with respect
to the retention, tendering or depositing of shares of common stock held in any Stock
Fund as to which no timely direction has been received pursuant to paragraph (1);






	(d)	 	Shares of common stock held in the Stock Funds will not be tendered or deposited by the
Trustee pursuant to any such Tender Offer until the earlier of:






	 	(1)	 	immediately preceding the scheduled expiration of the Tender Offer pursuant to
which such shares are to be tendered or deposited, or
	 
	 	(2)	 	immediately preceding the expiration of the period during which such shares of
common stock will be taken up and paid for on a pro rata basis pursuant to such Tender
Offer, or





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	 	(3)	 	the expiration of thirty (30) days from the date of the Trustee’s solicitation of
Participants’ written direction pursuant to subsection (c)(1).






	(e)	 	The duty with respect to the withdrawal, or other exercise of any right of withdrawal, of
shares of common stock held in a Stock Fund which have been tendered or deposited pursuant to
any such Tender Offer will be solely that of the Trustee; provided that the Trustee may
solicit the direction in writing of each Participant with respect to whom any such shares of
common stock have been tendered or deposited pursuant to any such Tender Offer as to the
withdrawal of, or other exercise of any right to withdraw, such shares of common stock and, if
such solicitation is made, the Trustee will act in accordance with the last dated timely
written direction, if any, of each such Participant.




8.060 Rights in the Trust Fund. Nothing in the Plan or in the Trust Agreement will be deemed to
confer any legal or equitable right or interest in the Trust Fund in favor of any Participant,
Beneficiary or other person, except to the extent expressly provided in the Plan.



8.070 Taxes, Fees and Expenses of the Trustee.





	(a)	 	The reasonable fees and expenses of the Trustee (including the reasonable expenses of the
Trustee’s counsel) will be paid from the Trust Fund and will constitute a charge on the Trust
Fund until so paid; provided, however, that in no event will the Trust Fund nor the Company
(unless the Company is specifically so directed by resolution of the Company’s Board of
Directors) pay any such Trustee fees or expenses:






	 	(1)	 	for preparation or prosecution of any action against the Company, the Plan, any
member of the Employee Benefit Plan Committee or the Plan Administrator, or
	 
	 	(2)	 	for the defense or settlement of, or the satisfaction of a judgment related to, any
proceeding arising either out of any alleged misfeasance or nonfeasance in any person’s
performance of duties with respect to the Plan or out of any alleged wrongful act
against the Plan.






	 	 	Included in the reasonable expenses payable from the Trust Fund are any direct internal costs
(which may include reimbursement of compensation of employees of the Company) associated with
Plan operations and administration, the payment of which will be in conformity with the
requirements of Title I of ERISA. Neither the Plan Administrator nor the members of the
Employee Benefit Plan Committee may be compensated from the Plan but may be compensated by the
Company for services rendered on behalf of the Plan.






	(b)	 	Brokerage fees, commissions, stock transfer taxes and other charges and expenses incurred in
connection with transactions relating to the acquisition or disposition of property for or of
the Trust Fund, or distributions therefrom, will be paid from the Trust Fund. Taxes, if any,
payable by the Trustee on the assets at any time held in the Trust Fund or on the income
thereof will be paid from the Trust Fund.





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ARTICLE IX: ADMINISTRATION




9.010 General Administration. Authority to control and manage the operation and administration of
the Plan has been vested in the Employee Benefit Plan Committee by the Board, except to the extent
that:




	(a)	 	the Plan Administrator is allocated any such authority under the Plan;






	(b)	 	the Trustee may, pursuant to Article VIII, be granted exclusive authority and discretion to
manage and control all or any portion of the assets of the Plan;






	(c)	 	the Employee Benefit Plan Committee, the Plan Administrator, the Employee Benefits Appeals
Committee and the Trustee constitute ERISA named fiduciaries of the Plan.





Neither the Company nor the Board shall control or manage the operation or administration of the
Plan nor be fiduciaries with respect to the Plan. All functions of the Company and the Board under
the Plan shall be settlor functions and not fiduciary functions.



9.020 Employee Benefit Plan Committee. The Employee Benefit Plan Committee shall consist of the
Company’s Director-Global Benefits and up to four other members appointed by the Company’s
Director-Global Benefits. The Employee Benefit Plan Committee will act, with or without a meeting,
in a manner consistent with the rules and regulations adopted pursuant to Section 9.060(c).



9.025 Employee Benefits Appeals Committee. The Employee Benefits Appeals Committee shall consist
of up to seven (7) members, each appointed by the Plan Administrator. The Plan Administrator shall
designate one member to serve as Chairperson and a second member to service as Vice-Chairperson.
The Employee Benefits Appeals Committee will review claims and appeals pursuant to the procedures
described in Article X.



9.030 Employee Benefit Plan Committee Records. The Employee Benefit Plan Committee will keep such
records and data as it deems appropriate and it will from time to time file with the Board of
Directors such reports as the latter may request. It will be a function of the Employee Benefit
Plan Committee to keep records of the assets of the Trust Fund, based upon reports furnished by the
Trustee, and the evaluations placed thereon by the Committee will be final and conclusive.



9.035 Employee Benefits Appeals Committee Records. The Employee Benefits Appeals Committee will
keep records of all participant claims and appeal submitted to it pursuant to Article X. The
Employee Benefits Appeals Committee may from time to time file with the Plan Administrator or
Employee Benefit Plan Committee such reports as the latter may request.



9.040 Funding Policy. The Employee Benefit Plan Committee will be responsible for determining a
funding policy of the Plan and will from time to time advise the Trustee of such policy.



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9.050 Allocation and Delegation of Duties Under Plan. The Employee Benefit Plan Committee,
Employee Benefits Appeals Committee and the Plan Administrator each have the following powers and
authorities:




	(a)	 	to designate agents to carry out responsibilities relating to the Plan, other than fiduciary
responsibilities; and






	(b)	 	to employ such legal, consultant, medical, accounting, clerical and other assistance as it
may deem appropriate in carrying out the provisions of this Plan including one or more persons
to render advice with regard to any responsibility any fiduciary may have under the Plan.





9.060 Employee Benefit Plan Committee Powers. In addition to any powers and authority conferred on
the Employee Benefit Plan Committee elsewhere in the Plan or by law, the Employee Benefit Plan
Committee has the following powers and authority:




	(a)	 	to allocate fiduciary responsibilities, other than trustee responsibilities (responsibilities
under the Trust Agreement to manage or control the Plan assets) to one or more members of the
Employee Benefit Plan Committee or to the Plan Administrator and to designate one or more
persons (other than the Trustee) to carry out such fiduciary responsibilities;






	(b)	 	to determine the manner in which the assets of this Plan, or any part thereof, will be
disbursed by the Trustee, except as relates to the making and retention of investments; and






	(c)	 	to establish rules and regulations from time to time for the conduct of the Employee Benefit
Plan Committee’s business and for the administration and effectuation of its responsibilities
under the Plan.





9.070 Plan Administrator. In addition to any powers and authority conferred on the Plan
Administrator elsewhere in the Plan, the Plan Administrator has the following powers and authority:




	(a)	 	to administer, interpret, construe and apply this Plan and to decide all questions which may
arise or which may be raised by any Employee, Participant, Beneficiary, or other person
whatsoever, and the actions or decisions of the Plan Administrator in regard thereto, or in
regard to anything or matter otherwise within his discretion, will be conclusive and binding
on all Employees, Participants, Beneficiaries, and other persons whatsoever;






	(b)	 	to designate one or more persons, other than the Trustee, to carry out fiduciary
responsibilities (other than trustee responsibilities);






	(c)	 	to establish rules and regulations from time to time for the administration and effectuation
of his responsibilities under the Plan.





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The Plan Administrator has such other responsibility as is designated by ERISA as the
responsibility of the administrator of the Plan and will have such other power and authority as is
necessary to fulfill his responsibilities under ERISA or under the Plan. Benefits under the Plan
shall be payable to any party only if the Plan Administrator or its designee, including the
Employee Benefits Appeals Committee, decides in its discretion that the party is entitled to them.
Any final determination by the Plan Administrator shall be binding on all parties. If challenged
in court, such determination shall not be subject to de novo review and shall not
be overturned unless proven to be arbitrary and capricious upon the evidence considered by the Plan
Administrator or its designee at the time of such determination.



9.080 Reliance Upon Documents and Opinions. The members of the Employee Benefit Plan Committee and
the Employee Benefits Appeals Committee, the Plan Administrator, the Board of Directors and the
Company will be entitled to rely upon any tables, valuations, computations, estimates, certificates
and reports furnished by any consultants or consulting firms, opinions furnished by legal counsel
and reports furnished by the Trustee. The members of the Employee Benefit Plan Committee and the
Employee Benefits Appeals Committee, the Plan Administrator, the Board of Directors and the Company
will be fully protected and will not be liable in any manner whatsoever, except as otherwise
specifically provided by law, for anything done or action taken or suffered in reliance upon any
such consultant, Trustee or counsel. Any and all such things done or such actions taken or
suffered by the Employee Benefit Plan Committee, the Employee Benefits Appeals Committee, the Plan
Administrator, the Board of Directors and the Company will be conclusive and binding on all
Employees, Participants, Beneficiaries, and other persons whatsoever except as otherwise
specifically provided by law. The Employee Benefit Plan Committee, the Employee Benefits Appeals
Committee and the Plan Administrator may, but are not required to, rely upon all records of the
Company with respect to any matter or thing whatsoever, and to the extent they rely thereon, such
records will be conclusive with respect to all Employees, Participants, and Beneficiaries.



9.090 Requirement of Proof. The Employee Benefit Plan Committee, the Plan Administrator, the
Employee Benefits Appeals Committee, the Board of Directors or the Company may require satisfactory
proof of any matter under this Plan from or with respect to any Employee, Participant, or
Beneficiary, and no such person may acquire any rights or be entitled to receive any benefits under
this Plan until such proof is furnished as so required.



9.100 Limitation and Indemnification. Except as provided in Part 4 of Title 1 of ERISA, no person
will be subject to any liability with respect to his duties under the Plan, unless he acted
fraudulently or in bad faith. No person will be liable for any breach of fiduciary responsibility
resulting from the act or omission of any other fiduciary or any person to whom fiduciary
responsibilities have been allocated or delegated, except as provided in ERISA §405(a) and
405(c)(2)(A) or (B). No action or responsibility will be deemed to be a fiduciary action or
responsibility except to the extent required by ERISA. The Company shall indemnify the Plan
Administrator, each member of the Employee Benefit Plan Committee, each member of the Employee
Benefits Appeals Committee and any other employee of the Company with duties under the Plan, to the
full extent permitted by law against expenses, liability and loss (including attorney’s fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in



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settlement) reasonably
incurred by him in connection with any claims against him by reason of this position in connection
with the Plan or his duties under the Plan. Such rights of indemnification shall include the right
to be paid by the Company expenses, including attorney’s fees, incurred in defending any civil,
criminal, administrative or investigative action, suit or proceeding, in advance of the final
disposition of such action, suit or proceeding upon receipt of an understanding by or on behalf of
such person to repay such amount if it shall be determined that such person is not entitled to be
indemnified by the Company.




9.110 Mailing and Lapse of Payments. All payments under the Plan will be delivered in person or
mailed to the last address of the Participant (or, in the case of the death of the Participant, to
that of any other person entitled to such payments under the terms of the Plan) furnished pursuant
to Section 9.130 below. If the Participant is deceased and payment cannot be made alternately to
the estate of either and no surviving spouse, child, grandchild, parent, brother or sister of the
Participant or his Beneficiary are known to the Plan Administrator or the Trustee or, if known,
cannot with reasonable diligence be located, the amount payable will be retained by the Trustee
until the amount can be distributed pursuant to the provisions of this Plan or of applicable law.



9.120 Non-Alienation. No right or benefit provided for in the Plan will be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance (including
garnishment, attachment, execution or levy of any kind or charge) and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same will be void; provided,
however, that the foregoing will not apply to the creation, assignment, or recognition of a right
to any benefit payable with respect to a Participant pursuant to:




	(a)	 	a domestic relations order, which the Plan Administrator determines is a qualified domestic
relations order under Code §414(p) and which requires that the order’s alternate payee (as
defined in the said Code section) will be paid in a lump sum as soon as is practicable
following the order’s issuance.





9.130 Notices and Communications. Each Participant will be responsible for furnishing the Plan
Administrator or his designee with his current address and the correct current name and address of
his Beneficiary. All communications from Participants must be in the manner from time to time
prescribed by the Plan Administrator or his designee and must be addressed or communicated
(including telephonic communications) to such entity or Company office as may be designated by the
Plan Administrator, and will be deemed to have been given to the Company when received by such
entity or Company office. Each communication directed to a Participant or Beneficiary must be in
writing and may be delivered in person or by mail, in which latter event it will be deemed to have
been delivered and received by him when so deposited in the United
States Mail with postage prepaid addressed to the Participant or Beneficiary at his last address of
record with the office designated by the Plan Administrator.



9.140 Company Rights. The Company’s rights to discipline or discharge Employees or to exercise its
rights as to incidents and tenure of employment will not be affected in any manner by reason of the
existence of the Trust Agreement or the Plan, or any action taken under them.



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9.150 Payments on Behalf of Incompetent Participants or Beneficiaries. In the event that the Plan
Administrator or his designee finds that any Participant or Beneficiary to whom a benefit is
payable under the terms of this Plan is unable to care for his affairs because of illness or
accident, is otherwise mentally or physically incompetent, or unable to give a valid receipt, the
Plan Administrator may cause the payment becoming due to such Participant or Beneficiary to be paid
to another person for his benefit without responsibility on the part of the Plan Administrator, the
Employee Benefit Plan Committee, the Employee Benefits Appeals Committee, the Company or the
Trustee to follow the application of such payment. Any such payment will be a payment for the
account of the Participant or Beneficiary and will operate as a complete discharge of all liability
therefor under this Plan of the Trustee, the Company, the Plan Administrator, the Employee Benefits
Appeals Committee and the Employee Benefit Plan Committee.



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ARTICLE X: PARTICIPANT CLAIMS




10.010 Claims and Appeals Procedures. The following paragraphs set forth the exclusive procedure
for making claims against the Plan. Any person making a claim hereunder shall proceed as follows:




	(a)	 	Request for Benefits. Benefits shall be requested by written application on a form
filed in accordance with procedures established and uniformly applied by the Plan
Administrator or its delegate. The Employee Benefits Appeals Committee or its delegate shall
make all determinations as to the right of any Participant, Beneficiary, or spouse to receive
a benefit under the Plan and the amount of such benefit. The time, manner, and form of
distribution of such benefit shall occur in accordance with the terms of the Plan.






	(b)	 	Claims. If a Participant believes that the requested benefit was erroneously denied
or that the amount of a withdrawal or distribution from the Plan is in error or if an Employee
believes that he has been improperly denied the right to participate in the Plan or receive a
contribution to the Plan, such Participant or Employee must make a claim to the Employee
Benefits Appeals Committee in such manner and pursuant to such procedure as established by the
Committee. A claimant who fails to reduce a claim to writing shall be deemed not to have made
such claim.






	(c)	 	Decision on Claims. The Employee Benefits Appeals Committee or its delegate will
make a decision with respect to a claim within 90 days of the receipt of the written claim,
unless special circumstances require an extension of time for processing, in which case a
decision must be rendered within 180 days (notice of the delay must be furnished within the
initial 90-day period, however). If a claim is wholly or partially denied, the claimant shall
receive from the Employee Benefits Appeals Committee a written notice which includes the
following: (A) the specific reason or reasons for the denial, (B) specific references to
pertinent provisions of the Plan upon which the denial is based, (C) a description of any
additional material or information necessary for the claimant to perfect the claim and an
explanation as to why such material or information is necessary, (D) appropriate information
as to the steps to be taken if the claimant wishes to submit a claim for review and (E) a
statement of the claimant’s right to bring an action under ERISA §502(a) following an adverse
benefit determination on review.






	(d)	 	Appeal. Any person whose claim has been denied as set forth in (c) may appeal the
denial to the Employee Benefits Appeals Committee by filing a written appeal within sixty (60)
days of the date of receipt of the denial. In such review, the claimant or his duly
authorized representative shall have the right to review any pertinent Plan documents and to
submit any issues or comments in writing. In addition, the claimant (i) shall have the right
to submit documents, records, and other information relating to the claim for benefits; and
(ii) shall be provided upon request and free of charge, reasonable access to and copies of all
documents, records, and other information that is relevant to the claim for benefits. In the
sole discretion
of
the Employee Benefits Appeals Committee or its delegate, the Committee may arrange to





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	 	 	meet
with the claimant and/or the claimant’s representative or have a hearing for the purpose of
understanding the claimant’s position and any related evidence which the claimant wishes to
offer. In all cases, the Committee’s review of the appeal shall take into account all comments,
documents, records, and other information submitted by the claimant, without regard to whether
such information was submitted or considered in the initial benefit determination.





          For purposes of this Section, information is considered “relevant” to a claimant’s claim if
such document, record, or other information (i) was relied upon in making the benefit
determination; (ii) was submitted, considered, or generated in the course of making the benefit
determination, without regard to whether such document, record, or other information was relied
upon in making the determination; or (iii) demonstrates compliance with the Plan’s review
procedures and that, if appropriate, the Plan provisions have been applied consistently with
respect to similarly situated claimants.




	(e)	 	Decision on Appeal. The Employee Benefits Appeals Committee or its delegate, within
sixty (60) days after receipt of the request for review, or, in special circumstances such as
where the Committee or its delegate in its sale discretion finds there is a need to hold a
hearing, within one hundred and twenty (120) days of receipt of the request for review (in
which case notice of the delay will be given to the claimant during the initial sixty- (60)
day period), shall give written notice of its decision to the claimant in writing. The notice
shall include specific reasons for the decision and specific references to the pertinent Plan
provisions upon which the decision is based. In addition, the written notice of the decision
denying a claim shall contain (i) a statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of all documents, records, and
other information that is relevant to the claimant’s claim for benefits, and (ii) a statement
of the claimant’s right to bring an action under ERISA §502(a). If the appeal has not been
granted and the notice is not furnished within the period of time specified above, the appeal
shall be deemed to be denied. The decision on appeal shall be binding on all parties.





10.020 Limitation on Legal Action. In the event a claim is finally determined under this Article
X, no legal action shall be brought against the Plan, the Plan Administrator, the Employee Benefit
Plan Committee, the Employee Benefits Appeals Committee or the Company more than two years after
the date of final determination, nor shall any claim or other action be brought against the Plan,
the Plan Administrator, the Employee Benefit Plan Committee, the Employee Benefits Appeals
Committee or the Company more than two years after the claimant knew or should have known of the
existence of such claim or action.



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ARTICLE XI: AMENDMENT, MERGERS, TERMINATION, ETC.




11.010 Amendment. The Board of Directors or its designee may, at any time and from time to time,
amend this Plan in whole or in part. However, except as provided in Section 11.040 below, no
amendment may be made, the effect of which would be:




	(a)	 	to cause any contributions paid to the Trustee to be used for or diverted to purposes other
than providing benefits to the Participants and their Beneficiaries, and defraying reasonable
expenses of administering the Plan, prior to satisfaction of all liabilities with respect to
Participants and their Beneficiaries;






	(b)	 	to have any retroactive effect so as to deprive any Participant or Beneficiary of any benefit
to which he would be entitled under this Plan if his employment were terminated immediately
before such amendment; or
	 
	(c)	 	to increase the responsibilities or liabilities of the Trustee without its written consent.





11.020 Transfer of Assets and Liabilities. The Employee Benefit Plan Committee at any time may, in
its sole discretion and without the consent of the Participant or his representative, cause the
Trustee to segregate part of the assets of the Trust Fund into one or more separate trust funds and
designate a group of Participants whose benefits will be provided solely from each such segregated
fund. The Board of Directors may, in its sole discretion without the consent of any Participant or
his representative, establish a separate plan to cover any such group of Participants. The initial
terms and conditions of any such plan will be identical to the extent such terms and conditions
affect the rights of Participants under the Plan. Amendment to the Plan will not be necessary to
carry out the provisions of this Section.



11.030 Merger Restriction. The Company may, by action of the Board of Directors, merge this Plan,
in whole or in part, with any other plan sponsored by the Company or by an Affiliate of the
Company. Notwithstanding any other provision in this Plan, the Plan may not in whole or in part be
merged or consolidated with, or have its assets or liabilities transferred to any other plan,
unless each affected Participant in this Plan would (if the Plan then terminated) receive a benefit
immediately after the merger, consolidation, or transfer which is equal to or greater than the
benefit he would have been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then terminated).



11.040 Suspension of Contributions. The Company may, without amendment of the Plan and without the
consent of any Participant or representative of any Participant, suspend contributions to the Plan
as to all or certain Participants by action of the Board of Directors. In any event, the Company
will suspend contributions at any time when the amount of any contribution by it would be in excess
of the earnings, including retained earnings, of the Company. Upon a suspension, the Employee
Benefit Plan Committee may, in its sole discretion permit the Trust Fund to continue to be held by
the Trustee, or may segregate one or more parts of the Trust Fund, as provided in Section 11.020.



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11.050 Discontinuance of Contributions. The Company may, by action of the Board of Directors,
without amendment of the Plan and without the consent of any Participant or representative of any
Participant, discontinue such contributions to the Plan as to all or certain Participants.



11.060 Termination. The Company may terminate or partially terminate the Plan at any time. Upon
such termination or partial termination of the Plan, or upon a complete discontinuance of
contributions pursuant to Section 11.050, the Accounts of each affected Participant will remain
fully vested and nonforfeitable. In the event of termination or partial termination the Employee
Benefit Plan Committee may, without the consent of any Participant or other person, permit the
Trustee to retain all or part of the Trust Fund or distribute all or part of the Trust Fund to the
Participants or their spouses or Beneficiaries.



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ARTICLE XII: MISCELLANEOUS




12.010 Benefits Payable only from Trust Fund. All benefits payable hereunder will be provided
solely from the trust, and the Company assumes no responsibility for the acts of the Trustee,
except as provided in the Trust Agreement.



12.020 Requirement for Release. Any payment to any Participant or a Participant’s present, future
or former spouse or Beneficiary in accordance with the provisions of this Plan will, to the extent
thereof, be in full satisfaction of all claims against the Plan, the Plan Administrator, the
Trustee and the Company, and the Trustee may require such Participant or Beneficiary, as a
condition precedent to such payment to execute a receipt and release to such effect.



12.030 Transfers of Stock. Transfers of Rockwell Automation common stock from the Plan will be
made as soon as practicable, but the Company, the Plan Administrator, any other Named Fiduciary and
the Trustee will not have any responsibility for any decrease in the value of such common stock
between the Valuation Date used for determination of the number of shares to which the Participant
is entitled and the date of transfer by the transfer agent, nor will the Participant receive any
dividends, rights, options or warrants on such stock other than those payable to stockholders of
record as of a date on or after the date of transfer.



12.040 Rights of Reemployed Veterans. Notwithstanding any other provision of the Plan to the
contrary, contributions, benefits and service credit with respect to qualified military service
will be provided in accordance with Code §414(u).



12.050 Qualification of the Plan. The Company intends for the Plan to be qualified and approved by
the PRTD under PR Code §1165 and for Company Contributions to be deductible by the Company for
Puerto Rico income tax purposes. Continuation of the Plan is contingent upon and subject to
retaining such qualification and approval. Any modification or amendment of the Plan or the Trust
Agreement may be made retroactively by the Company, if necessary or appropriate, to qualify or
maintain the Plan and the Trust as a plan and trust meeting the requirements of applicable
provisions of the PR Code and of other federal or Puerto Rico laws, as are now or in the future may
be in effect. No contribution made by the Company may revert to the Company, unless such
contribution was the result of a good faith mistake of fact, in which case such contribution may be
returned to the Company within one (1) year to the extent permitted by all applicable laws.



12.060 Interpretation. The masculine gender will include the feminine and the singular will
include the plural unless the context clearly indicates otherwise.



12.070 No Contract of Employment. The adoption and maintenance of this Plan shall not be construed
as creating any contract of employment between the Company or any Affiliated Company and any
employee, and each such Company shall have the right in all respects to deal with its employees,
their hiring, discharge, compensation and conditions of employment as though the Plan did not
exist. No employee shall have any right to question the action of any
such Company in discontinuing its contributions to this Plan or in terminating this Plan in its



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entirety. Each Participant shall have the right to see the record of his Account(s) but no right
to inquire as to the Accounts of other Participants.




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APPENDIX A

EXCLUDED EMPLOYERS




Effective as of January 1, 2009, the following Affiliated Companies do not participate in this
Plan:



None.



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APPENDIX B

PROCEDURES, TERMS AND CONDITIONS OF LOANS




Eligibility for Loans. The individuals eligible to obtain loans from the Plan
(“Borrowers”) are limited to:




	 	(1)	 	Employees, and
	 
	 	(2)	 	non-Employees who are “parties in interest” (as defined in ERISA §3(14))





who have Plan Account balances. An Employee who wishes to obtain a loan must be employed on an
active payroll of an Affiliated Company at the time of the loan application. A party in interest
who is not an Employee will be eligible to obtain a loan only if an agreement can be provided by
the party’s current employer to deduct and remit the required loan repayments to the Savings Plan.



Limitation on Number and Minimum Amount of Loans. Only two (2) loans to a Borrower will be
permitted to be outstanding from all Company sponsored savings plans at any one time. Each loan
must be for a minimum of One Thousand Dollars ($1,000.00).



Maximum Amount of Loan. The amount which a Borrower will be permitted to borrow from the
Plan is based on the aggregate value of the Borrower’s Accounts, determined in accordance with the
Plan, and may not exceed the least of the amounts described in Section 6.060 of the Plan. The
maximum amount of any loan will be further limited to ensure that, after applying the appropriate
interest rate and taking into account all applicable deductions, the resulting periodic repayments
will not exceed the Borrower’s net earnings. The deductions referred to in the preceding sentence
include statutory withholdings, deductions for employee benefits and all Pre-tax contributions to
the Plan.



Loan Applications. Loan applications by prospective Borrowers will be made via telephone
to the Plan Administrator or such third party administrator as may be designated by the Plan
Administrator (either of whom is hereafter referred to as the “Loan Administrator”). The Loan
Administrator will then review the telephonic application and determine eligibility for the loan.
If the loan is approved, the Loan Administrator will prepare and forward to the Borrower a letter
notifying the Borrower of the approval, together with a Truth in Lending Statement and a check for
the loan amount, all in form approved by the Plan Administrator. The Borrower’s endorsement of the
loan check will be considered to be the Borrower’s agreement to the terms of the loan. Failure by
the Borrower to endorse the check within thirty (30) days after the date of the check will be
deemed to be a withdrawal by the Borrower of the loan application.



Loan Initiation Fee. A fee in the amount of Seventy-five Dollars ($75.00) will be assessed
in connection with the initiation of each loan. This fee will be deducted from the Borrower’s Plan
Account at the same time that the loan is approved and processed.



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Source of Loan Funds. Each loan will be funded from the Borrower’s Investment Funds on a
pro rata basis, based upon the relative size of the balance of each such Fund, by withdrawing the
required amounts from the Plan Account(s) of the Borrower in the following order:



	 	 	 	 	 
	First

	 	—
	 	from amounts in the Borrower’s Pre-tax Contribution Account attributable to his Supplemental Pre-tax
Contributions;
	 
	 	 	 	 
	Second

	 	—
	 	from amounts in the Borrower’s Pre-tax Contribution Account attributable to his Catch-up Contributions;
	 
	 	 	 	 
	Third

	 	—
	 	from amounts in the Borrower’s Pre-tax Contribution Account attributable to his Basic Pre-tax Contributions;
	 
	 	 	 	 
	Fourth

	 	—
	 	from amounts in the Borrower’s Account attributable to QNECs;
	 
	 	 	 	 
	Fifth

	 	—
	 	from amounts in the Borrower’s After-tax Contribution Account attributable to his Supplemental After-tax
Contributions;
	 
	 	 	 	 
	Sixth

	 	—
	 	from amounts in the Borrower’s After-tax Contribution Account attributable to his Basic After-tax
Contributions;
	 
	 	 	 	 
	Seventh

	 	—	 	from amounts in the Borrower’s Contribution Accounts attributable to his pre-tax Rollover Contributions; and
	 
	 	 	 	 
	Eighth

	 	—
	 	from amounts in the Borrower’s Contribution Accounts attributable to his after-tax Rollover Contributions.






Determination of Loan Interest Rate. The interest rate to be charged for loans will be one
percent (1%) over the prime rate stated by Reuters and published on the last business day of each
calendar month.



Term of Loans. Loans will be permitted for terms of 12, 24, 36, 48 or 60 months for loans
other than those for the purpose of purchasing a primary residence, which will be permitted for
terms up to 120 months.



Repayments. Loan repayments by Employees will be deducted from the Employee’s pay check
each pay period. If a pay check is insufficient to cover the full amount of the loan repayment, no
deduction will be made, and the repayment will be deducted from the Employee’s next pay check.



Prepayments. Prepayment of a loan will not be permitted during the first 30 days of the
loan’s existence, but the full unpaid balance of the loan may be prepaid by a Borrower at any time
after 30 days. Partial prepayments in excess of scheduled payroll deductions will not be accepted.



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Missed Payments. If any payment is not made, interest will continue to accrue on such
missed payment and subsequent payments will be applied first to accrued and unpaid interest on the
missed payment and then to principal. A notice will be mailed to the last known address of the
Borrower stating that if three (3) consecutive months of payments are missed, the loan will be
considered to be in default.



Termination of Employment. If a Borrower who is an Employee terminates employment or is on
an unpaid Leave, or if a Borrower who is not an Employee is no longer able to repay a loan through
payroll deductions, the Borrower may continue to make loan repayments by bank check, cashier check,
personal check or money order. Such repayments to the Plan will be made through the Loan
Administrator at an address to be provided to the Borrower by the Loan Administrator.



Default. A loan will be considered to be in default after three (3) consecutive months of
payments have been missed during the term of the loan or when a Borrower revokes a payroll
deduction authorization. In the event of such a default, a distribution of the loan amount,
including both unpaid principal and accrued but unpaid interest, will be deemed to have occurred
(as described in §1.401(k)-1(d)(6)(ii) of the Treasury Regulations) and an information return
reflecting the tax consequences, if any, to the Borrower will be issued. Upon the occurrence of an
event permitting actual distribution of the Borrower’s Account pursuant to the provisions of PR
Code §1165(e) (whether distribution of the Borrower’s entire Plan Account will actually be made or
will be deferred pursuant to applicable provisions of the Plan), the unpaid balance of a defaulted
loan will be charged off against the Borrower’s Account. If no distribution event has occurred,
which would otherwise permit payment to the Borrower under PR Code §1165(e), the unpaid balance of
the loan will be retained in the Account until such time as payment would be permitted under that
PR Code Section, at which time the unpaid balance of the loan, including any accrued and unpaid
interest, will be charged off against the Borrower’s Account.



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