c56028_ex10-6.htm - Generated by SEC Publisher for SEC Filing



 Exhibit 10.6

 SUPPLEMENTAL NON-QUALIFIED SAVINGS PLAN FOR

HIGHLY COMPENSATED EMPLOYEES OF

HONEYWELL INTERNATIONAL INC. AND ITS SUBSIDIARIES

 (amended and restated effective January 1, 2009)

 1. History.
    Honeywell International Inc. (the “Corporation”)
    initially established this Supplemental Non-Qualified Savings Plan for Highly
    Compensation Employees of Honeywell International Inc. and its Subsidiaries
    (the “Plan”)
    effective January 1, 2006 when the Supplemental Non-Qualified Savings Plan
    For Highly Compensated Employees Of Honeywell International Inc. And Its
    Subsidiaries (Career Band 5 and Below) (the “Supplemental
      Savings Plan”)
      was merged with and into the Supplemental Non-Qualified Savings Plan for
      Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries
      (Career Band 6 and above) (the “Executive
      Supplemental Savings Plan”)
      and the resulting plan from this merger became known as the Plan. The Plan
      is hereby amended and restated, effective as of January 1, 2009, to implement
      changes required pursuant to and consistent with Section 409A of the Internal
      Revenue Code of 1986, as amended (the “Code”),
      and the corresponding rules and final regulations issued under Section
      409A of the Code with respect to amounts subject to such requirements.
      This Plan document covers any Participant (as defined below) who was entitled
      to receive a benefit from the Plan as of December 31, 2008, but did not
      receive full payment of such benefit under the Plan as of such date, as
      well as any individual who becomes a Participant in the Plan on or after
      January 1, 2009. Plan benefit payments commencing prior to January 1, 2009
      are governed by the terms of Plan as they existed prior to this amendment
      and restatement and are either grandfathered from the requirements of Section
      409A of the Code or payable pursuant to a fixed schedule as required by,
      and in compliance with, Section 409A of the Code. Between January 1, 2005
      and December 31, 2008, with respect to payments that are subject to the
      requirements of Section 409A of the Code, the Plan has been operated in
      accordance with transition relief established by the Treasury Department
      and Internal Revenue Service pursuant to Section 409A of the Code. This
      amendment and restatement is adopted in conformity with final regulations
      under Section 409A of the Code issued by the Treasury Department on April
      10, 2007 and effective January 1, 2009.

 2. 
Eligibility
. Any employee of the Corporation
and its participating affiliates (i) who is in Career Band 6 or above during the designated
election period (the “Open Enrollment
Period”) that occurs prior to the
beginning of the applicable Plan Year (as defined below), or (ii) (A) who is in Career Band 5 at any time during
the Open Enrollment Period that occurs prior to the beginning of the applicable Plan Year and (B) whose Base Annual
Salary (as defined in Subparagraph 4(a)(i) below) that is paid and posted to the Plan’s electronic recordkeeping
system as of the last paydate in September of the Plan Year immediately preceding the applicable Plan
 Year exceeds the dollar limit for a highly compensated employee for the Plan Year under Section 414(q) of the Code,
shall be eligible (an “Eligible
Employee”) to participate in
the Plan (subject to the limitations set forth in the following sentence) and elect deferrals of Base Annual
Salary for such Plan Year effective as of the first paydate of such Plan Year that follows the Open Enrollment Period.
Notwithstanding the foregoing, an Eligible Employee may





 only participate in the Plan for a Plan Year if such employee is eligible to participate in any of the qualified savings plans (as determined under Section 401(a) of the Code) maintained by the Corporation or its subsidiaries, other than a plan as may be designated by the Corporation from time to time (the “Qualified Savings Plans”), and has made an irrevocable election prior to the beginning of the applicable Plan Year to defer Base Annual Salary to the applicable Qualified Savings Plan. For purposes of this Plan, the “Plan Year” shall mean the calendar year.

 3. Definitions. Capitalized terms not otherwise defined in the Plan have the respective meanings set forth in the applicable Qualified Savings Plans.

 4. Participation.

     (a)
Time and Form of Election.

          (i)
    Each Eligible Employee who wishes to participate in the Plan for a particular
    Plan Year (a “Participant”),
    must file a timely written or electronic deferral election (the “Election
    Form”)
    with the Plan Administrator during the applicable Open Enrollment Period.
    Such Eligible Employee shall designate in the Election Form that a portion
(determined in accordance with Subparagraph 5(a)) of the Eligible Employee’s
base annual salary, exclusive of shift differentials, overtime or other premium
pay, bonus, incentive or other extra compensation, but inclusive of salary deferred
for the Plan Year under this Plan (“Base
Annual Salary”),
which would have been payable to such Eligible Employee during such Plan Year,
in lieu of such payment, be credited to a deferred compensation account maintained
under the Plan as an unfunded book entry account stated as a cash balance (the “Account”).
On a Participant’s Election Form, the Participant shall also indicate the
form of payment for all deferrals credited to the Participant’s Account,
as described in Paragraph 7 below, and the Change in Control election is made,
as described in Paragraph 10 below.

      (b) Change of Amount Deferred. A Participant may not modify his deferral election for a particular Plan Year at any time during that Plan Year.

 5. Contributions to Participants’ Accounts.	

     (a) Participant
      Deferred Contributions.
      For a particular Plan Year, a Participant may elect to
      defer an aggregate amount equal to (i) the difference between the maximum
      percentage of
      Base Annual Salary that the Participant may contribute for the Plan Year
      as Before-Tax Contributions under the Qualified Savings Plans (8% for 2009),
      without regard to any other limitations that may apply under the Code,
      and the actual Before-Tax Contributions the Participant contributes to
      the Qualified Savings Plans for the Plan Year, and/or (ii) from 1% to 25%
(in whole percentages) of such Participant’s Base Annual Salary, without
regard to any other limitations which may apply under the Code (collectively, “Participant
Deferred Contributions”);
provided, however, that a Participant who elects to defer any amount hereunder
shall be required to make the maximum Before-Tax Contributions permissible under
the Qualified Savings Plans for the applicable Plan Year (after giving effect
to deferrals under the Plan or otherwise).

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      (b) Plan
      Employer Contributions.
      There shall be credited to the Participant’s Account employer contributions
      under the Plan (“Plan
      Employer Contributions”)
      in an aggregate amount equal to (i) minus (ii), where (i) is 50% (for Participants
      entitled to a 50% Employer Contribution in the Qualified Savings Plans)
      or 100% (for Participants entitled to a 100% Employer Contribution in the
      Qualified Savings Plans) of the lesser of (x) 8% of the Participant’s
      Base Annual Salary without regard to any limitations that may apply under
      the Code, or (y) the sum the Participant contributes as Before-Tax Contributions
      and/or After-Tax Contributions to the Qualified Savings Plans and as Participant
      Deferred Contributions, and (ii) is the total amount of Employer Contributions
      contributed to the Participant’s account under the Qualified Savings
      Plans; provided, however, that in no event shall the combined Plan Employer
      Contributions and Savings Plan Employer Contributions exceed 8% of the
      Participant’s Base Annual Salary without regard to any limitations
      that may apply under the Code, and provided, further, that Plan Employer
      Contributions shall not be made with respect to a Participant during any
      period of suspension of Employer Contributions with respect to such Participant
      under the terms of the Qualified Savings Plans, whether or not such Participant
      continues to make Participant Contributions under the Qualified Savings
      Plans during the period of such suspension.

      (c) Vesting. Participant Deferred Contributions and Plan Employer Contributions (collectively “Total Contribution Amounts”) and all amounts accrued with respect to Total Contribution Amounts in accordance with Paragraph 6, shall be vested at the time such amounts are credited to the Participant’s Account.

      (d) All Contributions Prorated. Total Contribution Amounts shall be credited to a Participant’s Account each pay period.

6. The Participant’s Account.


      (a) Types
        of Accounts.
        A Participant’s Account shall consist of two sub-accounts, as applicable: (1)
a sub-account which consists of Participant Deferred Contributions and Employer Contributions
to the Plan, and interest earned thereon, for amounts that were earned and vested
as of December 31, 2004 (the “Grandfathered
Account”),
and (2) a sub-account which consists of Participant Deferred Contributions and
Employer Contributions to the Plan, and interest earned thereon, for amounts
that are earned and vested on or after January 1, 2005 (the “Non-Grandfathered
Account”).

      (b) Participant
        Deferred Contributions.

           (i)
Participant Deferred Contributions shall be credited to the Participant’s Account
under the Plan as unfunded book entries stated as cash balances.

           (ii) Participant Deferred Contributions credited to the Participant’s Account after December 31, 2004, and all Participant Deferred Contributions credited to a Participant’s Account under the Supplemental Savings Plan before January 1, 2006, shall accrue amounts (to be posted on the Valuation Date) equivalent to interest, compounded daily, at a rate based upon the cost to the Corporation of borrowing at a fixed rate for a 15-year term; provided however

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 that, for 2005, Participant Deferred Contributions credited to the Executive Supplemental Savings Plan between January 1, 2005 and December 31, 2005 shall accrue amounts (to be posted each Valuation Date) equivalent to interest, compounded daily, at a rate equal to 8%. The interest rate described in this paragraph is subject to change from Plan Year to Plan Year and shall be determined annually by the Chief Financial Officer of the Corporation in consultation with the Treasurer of the Corporation prior to January 1 of each Plan Year.

           (iii) Participant Deferred Contributions credited to the Participant’s Account under the Executive Supplemental Savings Plan prior to January 1, 1994 or after the Participant has terminated employment shall accrue amounts (to be posted each Valuation Date) equivalent to interest, compounded daily, at a rate based upon the cost to the Corporation of borrowing at a fixed rate for a 15-year term. The interest rate described in this paragraph is subject to change from Plan Year to Plan Year and shall be determined annually by the Chief Financial Officer of the Corporation in consultation with the Treasurer of the Corporation prior to January 1 of each Plan Year.

           (iv)
    Participant Deferred Contributions credited to the Participant’s Account
    under the Executive Supplemental Savings Plan between January 1, 1994 and
    December 31, 2004, but before a Participant terminates employment, shall
    accrue amounts (to be posted each Valuation Date) equivalent to interest,
    compounded daily, at a rate determined annually by the Management Development
    and Compensation Committee (the “Committee”)
    of the Board of Directors of the Corporation (the “Board”).
    The rate established in the preceding sentence shall not exceed the greater
    of (i) 10% (8% for Participant Deferred Contributions credited on or after
    January 1, 2004 and such other percentage that may be established by the
    Committee for subsequent Plan Years), or (ii) 200% of the 10-year U.S. Treasury
    Bond rate at the time of determination and, once established for a Plan Year,
    shall remain in effect with respect to all Participant Deferred Contributions
    credited to the Participant’s Account during such Plan Year until such
    amounts are distributed.

      (c) Plan
      Employer Contributions.
      Plan Employer Contributions shall be credited to the Participant’s
      Account under the Plan as unfunded book entries stated as shares of Common
      Stock (including fractional shares). The number of shares of Common Stock
      credited to a Participant’s Account shall be determined by dividing
      the equivalent cash amount (as determined under Subparagraph 5(b)) by the
      closing price of Common Stock on the day that such Plan Employer Contributions
      are credited to the Participant’s Account. Amounts equivalent to the
      dividends that would have been payable in respect of the Common Stock shall
      be credited to the Participant’s Account as if reinvested in Common
      Stock, with the number of shares credited determined by dividing the equivalent
      cash dividend amount by the closing price of Common Stock on the date the
      dividends would have been payable. Amounts credited to the Participant’s
      Account shall accrue amounts equivalent to interest and dividends, as the
      case may be, until distributed in accordance with the Plan.

      (d) Grandfathered and Non-Grandfathered Accounts. The aggregate amount of the Participant’s Deferred Contributions, plus earnings credited thereon pursuant to this Paragraph 6

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 (collectively, the “Participant Deferred Contribution Amounts
”), and the aggregate number
of shares of Common Stock representing the Plan Employer Contributions, plus dividends
reinvested pursuant to this Paragraph 6 (collectively
the “Plan Employer
Contribution Amounts,” and
together with Participant Deferred Contribution Amounts,
the “Total Contribution
Amounts”) credited to the
Participant’s Grandfathered Account pursuant to this Paragraph 6, will hereinafter be referred
to as “Grandfathered Contribution Amounts.” Total Contribution Amounts credited to a Participant’s Non-Grandfathered Account will hereinafter be referred to as “Non-Grandfathered Contribution Amounts.”


  7.  Distribution from Accounts.
     (a)
  Form and Timing of Payment.
 
          (i)     
 Participant Deferred Contributions.


                 (A) 2006
        Plan Year and Later.
        The aggregate amount of the Participant’s Participant
Deferred Contribution Amounts credited to the Participant’s Non-Grandfathered
Account for Plan Years beginning on or after January 1, 2006 shall be paid in
one lump-sum payment to such Participant in the January of the Plan Year that
follows the Plan Year in which the Participant has a Separation from Service
(as defined in Section 409A(a)(2)(A)(i) of the Code and its corresponding regulations)
with the Corporation and its affiliates, unless the Participant elects in his
Election Form at the time of his election to defer Base Annual Salary for such
Plan Year that such Participant Deferred Contribution Amounts for the Plan Year
will instead be paid in substantially equal annual installments (not to exceed
ten (10)) if he has a Separation from Service with the Corporation and its affiliates
on or after he attains age 55 and has completed ten (10) Years of Service (as
defined below), in which case the first installment shall commence in the January
of the Plan Year that follows the Plan Year in which the Participant has a Separation
from Service and each remaining installment will be paid to the Participant in
each succeeding January.

           Notwithstanding the foregoing, if at the time of the Participant’s Separation from Service, the Participant is a “Specified Employee” (as defined below) the payments provided in the immediately preceding paragraph shall be paid (or commence, in the case of installments) in (i) the January of the Plan Year that follows the Plan Year in which the Participant’s Separation from Service with the Corporation and its affiliates occurs, if the Participant’s Separation from Service with the Corporation and its affiliates occurs prior to July 1 of such Plan Year, or (ii) the July of the Plan Year that follows the Plan Year in which the Participant’s Separation from Service with the Corporation and its affiliates occurs, if the Participant’s Separation from Service with the Corporation and its affiliates occurs after June 30 of such Plan Year. If the



Participant elected to receive his distribution in the form of installment payments, after the first payment is made pursuant to the immediately preceding sentence, each subsequent installment will be paid to the Participant in the January of each Plan Year that follows until all installments are paid to the Participant.

               (B) For purposes of this Plan, the term (i) “Years of Service” shall mean each consecutive twelve (12) month period in which the Participant was employed by the

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 Corporation
    or an affiliate as measured from the Participant’s commencement of employment
    with the Corporation or an affiliate, and (ii) “Specified
    Employee” shall
    mean any Participant who, at any time during the twelve (12) month period
    ending on the identification date (as determined by the Vice President, Compensation
    and Benefits or its delegate), is a specified employee under Section 409A
    of the Code, as determined by the Vice President – Compensation and
    Benefits (or his delegate), which determination of “specified employees,” including
    the number and identity of persons considered “specified employees” and
    identification date, shall be made by the Vice President – Compensation
    and Benefits (or his delegate) in accordance with the provisions of Sections
    416(i) and 409A of the Code and the regulations issued thereunder.

 2005
      Plan Year.
      For the 2005 Plan Year only, the Participant Deferred Contribution Amounts
      credited to the Participant’s Non-Grandfathered Account for such Plan
      Year shall be paid in one lump-sum payment in cash in January of the Plan
      Year immediately following the Plan Year in which the Participant has a
      Separation from Service with the Corporation and its affiliates. Notwithstanding
      the foregoing, if at the time of the Participant’s Separation from
      Service, the Participant is a Specified Employee the payment provided in
      the immediately preceding sentence shall be paid in (i) the January of
      the Plan Year that follows the Plan Year in which the Participant’s
      Separation from Service with the Corporation and its affiliates occurs,
      if the Participant’s Separation from Service with the Corporation
      and its affiliates occurs prior to July 1 of such



 Plan Year, or (ii) the July of the Plan Year that follows the Plan Year in which
      the Participant’s Separation from Service with the Corporation and
      its affiliates occurs, if the Participant’s Separation from Service
      with the Corporation and its affiliates occurs after June 30 of such Plan
      Year. If the Participant elected to receive his distribution in the form
      of installment payments, after the first payment is made pursuant to the
      immediately preceding sentence, each subsequent installment will be paid
      to the Participant in the January of each Plan Year that follows until
      all installments are paid to the Participant.

               (C) Plan Years Prior to January 1, 2005. The Participant made an election at the time the Participant made a deferral election for Plan Years beginning before January 1, 2005, with respect to the distribution of the Participant Deferred Contribution Amounts credited to the Participant’s Grandfathered Account pursuant to such election. A Participant elected to receive such amount in one lump-sum payment or in a number of annual installments (up to fifteen (15)). The lump-sum payment or the first installment shall be paid in cash as soon as practicable during the month of January of such future calendar year as the Participant may designate or, if the Participant so elects, as soon as practicable during the



 month of January of the calendar year immediately following the year in which the Participant last contributed to the Plan or the year in which the Participant terminates employment with the Corporation or any of its subsidiaries (whether by reason of retirement or otherwise). Subsequent installments shall be paid in cash as soon as practicable during the month of January of each succeeding calendar year until the entire amount of the Participant Deferred Contribution Amounts credited to the Participant’s Grandfathered Account shall have been paid.

           (ii) Plan Employer Contributions. The distribution form and timing that apply to the Participant’s Deferred Contribution Amounts for a Plan Year pursuant to Subparagraph 7(a) above shall also apply to the form and timing of the distribution of the Plan Employer Contribution Amounts credited to the Participant’s Account pursuant to Paragraph 5. Except to

 6





 the extent otherwise provided with respect to fractional shares, all distributions of Plan Employer Contribution Amounts shall be made in Common Stock. Installments after the first installment payment, if applicable, shall be paid in the January of each succeeding calendar year until the entire amount of the Plan Employer Contribution Amounts shall have been paid. Any fractional shares of Common Stock shall be paid in an equivalent cash amount, as determined using the closing price of Common Stock on the trading date next preceding the distribution date.

           (iii) Calculation
      of Installment Payments.
      If installment payments are to be made to a Participant for any Plan Year,
      the amount of each installment shall be determined by (A) multiplying the
      balance of the Participant Deferred Contribution Amounts credited to the
      Participant for such Plan Year by a fraction, the numerator of which is
      one and the denominator of which is (x) the number of installments elected,
      reduced by (y) one for each annual installment previously received, and
      (B) multiplying the balance of the Plan Employer Contribution Amount on
      the last Valuation Date of such Plan Year by a fraction, the numerator
      of which is one and the denominator of which is (x) the number of installments
      elected, reduced by (y) one for each annual installment previously received,
      and then rounding down to the next whole share of Common Stock; provided,
      however, the amount of the last installment shall be determined without
      regard to the rounding requirement of the preceding portion of this clause.

     (b) Adjustment of Form of Distribution.


           (i) 2005
      Plan Year and Later.
      For Plan Years beginning on or after January 1,
      2005, a Participant may not change the timing or payment form of distribution
      of the Non-Grandfathered Contribution Amounts credited to his Non-Grandfathered
Account for any such Plan Year.

 2004
      Plan Year and Earlier.
      For Plan Years beginning before January 1, 2005, prior to the beginning
      of any calendar year, a Participant may elect to change the timing and
      method of distribution of the Participant’s Grandfathered Contribution
      Amounts that are credited to his Grandfathered Account commencing with
      such calendar year. A Participant’s Grandfathered Contribution Amounts
      credited to the Participant’s Grandfathered Account prior to the effective
      date of such change (the “Prior
      Balance”),
      and all amounts thereafter accrued with respect to the Prior Balance, shall
      not be affected by such change and, except as otherwise provided in this
      Paragraph 7 or as determined by the Plan Administrator pursuant to Paragraph
      9, shall be distributed only in accordance with the election in effect
      at the time such Prior Balance was credited to the Participant’s Grandfathered
      Account.

           (ii) Distribution Default for Amounts Credited to the Participant’s Grandfathered Account.
 

                      (A) Distribution Default for Participant Deferred Contribution Amounts. Any Participant Deferred Contribution Amounts credited to a Participant’s Grandfathered Account which are not covered by a timely distribution election under Subparagraph 7(a)(i) above shall be distributed to the Participant in one (1) lump-sum cash payment as soon as practicable during the month of January of the calendar year immediately following the later of the calendar year in which the Participant last contributed to the Plan or the

 7





 year in which the Participant terminates his employment with the Corporation or any of its subsidiaries (whether by reason of Retirement or otherwise); provided, however, if the Participant has made an election pursuant to Subparagraphs 10(a), 10(b) or 10(c), the lump sum payment shall be made within the ninety (90) day period following a Change in Control, as defined in Subparagraph 10(e).

                (B) Distribution Default for Plan Employer Contribution Amounts. Any Plan Employer Contribution Amounts credited to a Participant’s Grandfathered Account which are not covered by a timely distribution election under Subparagraph 7(a)(ii) above shall be distributed to the Participant in Common Stock as soon as practicable during the month of January of the calendar year immediately following the later of the calendar year in which the Participant last contributed to the Plan or the calendar year in which the Participant terminates his employment with the Corporation or any of it subsidiaries (whether by reason of Retirement or otherwise); provided, however, if the Participant has made an election pursuant



 to Subparagraphs 10(a), 10(b) or 10(c), the distribution shall be made within the ninety (90) day period following a Change in Control, as defined in Subparagraph 10(e). Any fractional shares of Common Stock shall be paid in an equivalent cash amount, as determined using the closing price of Common Stock on the trading date next preceding the distribution date.

      (c) Changing Prior Distribution Elections with Respect to Amounts Deferred for Plan Years Prior to January 1, 2005.

      (i) For Total Contribution Amounts credited to the Participant’s Grandfathered Account, the Plan Administrator may from time to time allow Participants to request new elections with respect to the distribution of a Participant’s Prior Balance under the Plan (other than with respect to any such Prior Balance for which distributions have already commenced). The Plan Administrator shall reserve the right to accept or reject any such request at any time and such election shall be subject to such restrictions and limitations as the Plan Administrator shall determine in its sole discretion, provided that any new election shall generally be required to be made at least twelve (12) months prior to any scheduled payment date.
      (ii) For Total Contribution Amounts credited to the Participant’s Grandfathered Account for Plan Years beginning before January 1, 2005, the Plan Administrator may also allow a Participant to request an immediate distribution of all or a portion of such Participant’s Prior Balance (including any portion of such Prior Balance for which distributions have already commenced) and any Deferred Contribution Amounts and Plan Employer Contribution Amounts credited to the Participant’s Grandfathered Account immediately prior to such request. Any such immediate distribution shall be subject to a penalty equal to six percent (6%) of the amount requested to be distributed and shall be subject to the approval of the Plan Administrator and such other restrictions or conditions as may be established by the Plan Administrator from time to time.
 

 8




  8. Distribution on Death.


      (a) Participant
      Deferred Contribution Amounts.
      If a Participant should die before all Participant Deferred Contribution
      Amounts credited to the Participant’s Non-Grandfathered Account have
      been paid in accordance with Paragraph 7, the balance of the Participant
      Deferred Contribution Amounts in such Participant’s Non-Grandfathered
      Account shall be paid in cash within sixty (60) days following the date
      of the Participant’s death to the beneficiary designated in writing
      by the Participant and filed with the Plan Administrator. If a Participant
      should die before all Participant Deferred Contribution Amounts credited
      to the Participant’s Grandfathered Account have been paid in accordance
      with Paragraph 7, the balance of the Participant Deferred Contribution
      Amounts in such Participant’s Grandfathered Account shall be paid
      in cash as soon as practicable following the Participant’s death to
      the beneficiary designated in writing by the Participant and filed with
      the Plan Administrator; provided, however, if the Participant has made
      an election pursuant to Subparagraphs 10(a), 10(b) or 10(c) for Participant
      Deferred Contribution Amounts credited to the Participant’s Grandfathered
      Account, such amount shall be paid within the ninety (90) day period following
      a Change in Control, as defined in Subparagraph 10(e). If (i) no beneficiary
      designation has been made, or (ii) the designated beneficiary shall have
      predeceased the Participant and no further designation has been made, then
      such balance shall be paid to the estate of the Participant. A Participant
      may change the designated beneficiary at any time during the Participant’s
      lifetime by filing a subsequent designation in writing with the Plan Administrator.

      (b) Plan
      Employer Contribution Amounts.
      If a Participant should die before all Plan Employer Contribution Amounts
      credited to the Participant’s Non-Grandfathered Account have been
      paid in accordance with Paragraph 7, the balance of the Plan Employer Contribution
      Amounts in such Participant’s Non-Grandfathered Account shall be paid
      in Common Stock within sixty (60) days following the date of the Participant’s
      death to the beneficiary designated in writing by the Participant and filed
      with the Plan Administrator. If a Participant should die before all Plan
      Employer Contribution Amounts credited to the Participant’s Grandfathered
      Account have been paid in accordance with Paragraph 7, the balance of the
      Plan Employer Contribution Amounts in such Participant’s Grandfathered
      shall be paid in Common Stock as soon as practicable following the Participant’s
      death to the beneficiary designated in writing by the Participant and filed
      with the Plan Administrator; provided, however, if the Participant has
      made an election pursuant to Subparagraphs 10(a), 10(b) or 10(c) for Plan
      Employer Contribution Amounts credited to the Participant’s Grandfathered
      Account, such amount shall be paid within the ninety (90) day period following
      a Change in Control, as defined in Subparagraph 10(e). If (i) no such beneficiary
      designation has been made, or (ii) the designated beneficiary shall have
      predeceased the Participant and no further designation has been made, then
      such balance shall be paid to the estate of the Participant. A Participant
      may change the designated beneficiary at any time during the Participant’s
lifetime by filing a subsequent designation in writing with the Plan Administrator.
Any fractional shares of Common Stock shall be paid in an equivalent cash amount,
as determined using the closing price of Common Stock on the trading date immediately
preceding the distribution date.

 




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9. Payment
in the Event of Hardship.

      (a) For
  Non-Grandfathered Contribution Amounts. For
    Plan Years beginning on or after January 1, 2005, a Participant may not
    receive a distribution in the event of hardship or unforeseeable emergency
    from his Non-Grandfathered Contribution Amounts.

      (b) For
      Grandfathered Contribution Amounts.
      For Grandfathered Contribution Amounts, upon receipt of a request from
      a Participant delivered in writing to the Plan Administrator along with
      a Certificate of Unavailability of Resources form, the Plan Administrator,
      or his designee, may cause the Corporation to accelerate (or require the
      subsidiary of the Corporation which employs or employed the Participant
      to accelerate) payment of all or any part of the amount credited to the
      Participant’s Account, including accrued amounts, if it finds in its
      sole discretion that payment of such amounts in accordance with the Participant’s
      prior election under Paragraph 4 would result in severe financial hardship
      to the Participant, and such hardship is the result of an unforeseeable
      emergency caused by circumstances beyond the control of the Participant.
      Acceleration of payment may not be made under this Subparagraph

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 9(b) to the extent that such hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, or (b) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship. Any distribution of Participant Deferred Contribution Amounts pursuant to this Paragraph 9 shall be made in cash, while any distribution of Plan Employer Contribution Amounts pursuant to this Paragraph 9 shall be made in Common Stock. Any fractional shares of Common Stock shall be paid in an equivalent cash amount, as determined using the closing price of Common Stock on the trading date next preceding the distribution date.

 10. Change in Control.

      (a)  Initial
      Lump-Sum Payment Election.

(i) Non-Grandfathered
     Contribution Amounts.
     Notwithstanding any election	 made pursuant
     to Paragraph 4 hereof, for Participant Deferred Contributions attributable	 to each
     Plan Year beginning on or after January 1, 2007, a Participant may designate
     in	 his Election
     Form at the time the individual files his Election Form during the Open	 Enrollment Period
     for a Plan Year to have his Participant Deferred Contributions (and	 corresponding Plan
     Employer Contributions) for such Plan Year paid in one (1)-lump	 sum payment
     as soon as practicable following a Change in Control, but in no event later	 than ninety
     (90) days after such Change in Control (as defined below); provided however	 that if
     the event that constitutes a Change in Control does not qualify as a change
     in	 ownership or
     effective control of the Corporation, or in the ownership of a substantial	 portion of
     the assets of the Corporation, within the meaning of Section 409A(a)(2)(A)(v)	 of the
     Code and its corresponding regulations, a Change in Control shall not be
     deemed	 to have
     occurred for purposes of this clause (i).	

      (ii) Grandfathered Contribution Amounts. Notwithstanding any election made pursuant to Paragraph 4 for Grandfathered Contribution Amounts, any person who became eligible to participate in the Plan filed a written election with the Plan Administrator on his Election Form to have his Grandfathered Contribution Amount paid in one (1) lump sum payment as soon as practicable following a Change in Control (as defined below), but in no event later than ninety (90) days after such Change in Control.

      (iii) Form of Consideration. Any distribution of Participant Deferred Contribution Amounts pursuant to this Paragraph 10 shall be made in cash, while any distribution of Plan Employer Contribution Amounts pursuant to this Paragraph 10 shall be made in Common Stock (or the common stock of any successor corporation issued in exchange for, or with respect to, Common Stock incident to the Change in Control). Any fractional shares of Common Stock (or the common stock of any successor corporation issued in exchange for, or with respect to, Common Stock incident to the Change in Control) shall be paid in an equivalent cash amount.
 

      (b) Subsequent Lump-Sum Payment Election. For Grandfathered Contribution Amounts only, a Participant who did not make an election pursuant to Subparagraph 10(a)(ii) or who has revoked, pursuant to Subparagraph 10(c), an election previously made under

 11





 Subparagraph 10(a)(ii) or this Subparagraph 10(b) may, prior to the earlier of a Change in Control or the beginning of the calendar year in which the election is to take effect, elect to have the aggregate amount credited to the Participant’s Grandfathered Account for all calendar years commencing with the first calendar year beginning after the date the election is made, paid in one (1) lump-sum payment as soon as practicable following a Change in Control, but in no event later than ninety (90) days after such Change in Control.

      (c) Revocation of Prior Change in Control Payment Elections. For Grandfathered Contribution Amounts only, a Participant may, prior to a Change in Control, file an election revoking any election made pursuant to Subparagraphs 10(a)(ii) or 10(b) or file a new lump sum payment election under this Paragraph 10 with respect to amounts previously credited to the Participant’s Grandfathered Account. Any such revocation or new election shall be made at the time specified by the Plan Administrator and shall be subject to such restrictions and limitations as the Plan Administrator shall determine from time to time.

      (d) Interest Equivalents. Notwithstanding anything to the contrary in the Plan, after a Change in Control, the Plan may not provide, or be amended to provide, interest accruals with respect to Participant Deferred Contributions at rates lower than the rates in effect under Paragraph 6 immediately prior to the Change in Control.

      (e) Definition
      of Change in Control.
      For purposes of the Plan, a Change in Control is deemed to occur at the
      time (i) when any entity, person or group (other than the Corporation,
      any subsidiary or any savings, pension or other benefit plan for the benefit
      of employees of the Corporation or its subsidiaries) which therefore beneficially
      owned less than 30% of the common stock then outstanding acquires shares
      of Common Stock in a transaction or series of transactions that results
      in such entity, person or group directly or indirectly owning beneficially
      30% or more of the outstanding Common Stock, (ii) of the purchase of shares
      of Common Stock pursuant to a tender offer or exchange offer (other than
      an offer by the Corporation) for all, or any part of, the Common Stock,
      (iii) of a merger in which the Corporation shall not survive as an independent,
      publicly owned corporation, a consolidation, or a sale, exchange or other
      disposition of all or substantially all of the Corporation’s assets,
      (iv) of a substantial change in the composition of the Board during any
      period of two consecutive years such that individuals who at the beginning
      of such period were members of the Board cease for any reason to constitute
      at least a majority thereof, unless the election, or the nomination for
      election by the stockholders of the Corporation, of each new director was
      approved by a vote of at least two-thirds of the directors then still in
      office who were directors at the beginning of the period, or (v) of any
      transaction or other event which the Corporate Governance Committee of
      the Board, in its discretion, determines to be a Change in Control for
      purposes of the Plan.

11.
Administration.

      (a) Plan
      Administrator.
      The Plan Administrator and “named fiduciary” for purposes of the
    Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
    shall be the Senior
    Vice President-Human Resources and Communications of the Corporation (or
    the person acting in such capacity in the event such position is abolished,
    restructured or renamed). The Plan Administrator shall have the authority
to appoint one (1) or more other named fiduciaries of

 12





 the Plan and to designate persons, other than named fiduciaries, to carry out fiduciary responsibilities under the Plan, pursuant to Section 405(c)(1)(B) of ERISA. Any person acting on behalf of the Plan Administrator shall serve without additional compensation. The Plan Administrator shall keep or cause to be kept such records and shall prepare or cause to be prepared such returns or reports as may be required by law or necessary for the proper administration of the Plan.

      (b) Powers and Duties of Plan Administrator. The Plan Administrator shall have the full discretionary power and authority to construe and interpret the Plan (including, without limitation, supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan); to determine all questions of fact arising under the Plan, including questions as to eligibility for and the amount of benefits; to establish such rules and regulations (consistent with the terms of the Plan) as it deems necessary or appropriate for administration of the Plan; to delegate responsibilities to others to assist it in administering the Plan; to retain attorneys, consultants, accountants or other persons (who may be employees of the Corporation



 and its subsidiaries) to render advice and assistance as it shall determine to be necessary to effect the proper discharge of any duty for which it is responsible; and to perform all other acts it believes reasonable and proper in connection with the administration of the Plan. The Plan Administrator shall be entitled to rely on the records of the Corporation and its subsidiaries in determining any Participant’s entitlement to and the amount of benefits payable under the Plan. Any determination of the Plan Administrator, including interpretations of the Plan and determinations of questions of fact, shall be final and binding on all parties.

      (c) Indemnification. To the extent permitted by law, the Corporation shall indemnify the Plan Administrator from all claims for liability, loss, or damage (including payment of expenses in connection with defense against such claims) arising from any act or failure to act in connection with the Plan.

12. Claims
          Procedures and Appeals. 

      (a)
    A written request for a Plan benefit is a claim and the person making such
    claim is a
    claimant. Any claim must be made in writing and shall be deemed to be filed
by a claimant when a written request is made by the claimant or the claimant’s
authorized representative which is reasonably calculated to bring the claim to
the attention of the Plan Administrator.

      (b) The Plan Administrator shall provide notice in writing to any claimant when a claim for benefits under the Plan has been denied in whole or in part. Such notice shall be provided within ninety (90) days of the receipt by the Plan Administrator of the claimant’s claim or, if special circumstances require, and the claimant is so notified in writing, within one hundred eight (180) days of the receipt by the Plan Administrator of the claimant’s claim. The notice shall be written in a manner calculated to be understood by the claimant and shall:

      (i) set forth the specific reasons for the denial of benefits;	
      (ii)
contain specific references to Plan provisions relative to the denial;

 13






      (iii) describe any material and information, if any, necessary for the claim for benefits to be allowed, that had been requested, but not received by the Plan Administrator;
      (iv) advise the claimant that any appeal of the Plan Administrator’s adverse determination must be made in writing to the Plan Administrator within sixty (60) days after receipt of the initial denial notification, and must set forth the facts upon which the appeal is based; and

      (v) advise the claimant of his right to bring a civil action under Section 502(a) of ERISA, following an adverse benefit determination on review.
 

      (c) When a claimant receives notice of denial of a claim or does not receive notification of acceptance or denial within ninety (90) days after submitting a claim, the claimant, either in person or by duly authorized representative, may:

      (i)
  request, in writing, a review of the claim by the Plan Administrator;
      (ii)
  review pertinent documents relating to the denial;

      (iii)
submit issues and comments in writing; and



      (iv)    request,
in writing, a hearing with the Plan Administrator; provided that the claimant
takes appropriate action within sixty (60) days after receiving notice of denial.
 

      (d) The Plan Administrator shall make its decision with respect to a claim review promptly, but not later than sixty (60) days after receipt of the request. Such sixty (60) day period may be extended for another period of sixty (60) days if the Plan Administrator reviewing the claim finds that special circumstances require an extension of time for processing.
      (e) The final decision of the Plan Administrator shall be in writing, (i) give specific reason(s) for the adverse decision, (ii) make specific references to the pertinent Plan provisions on which the decision is based, (iii) include 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 relevant to the claimant’s claim for benefits, and (iv) a statement describing any voluntary appeals procedures offered by the Plan and the claimant’s right to obtain information about such procedures, and a statement of the claimant’s right to bring an action under Section 502(a) of ERISA. All interpretations, determinations and decisions of the Plan Administrator in respect of any claim shall be made in its sole discretion based on the applicable Plan documents and shall be final, conclusive



and binding on all parties.

 13.
 Miscellaneous.

      (a) Anti-Alienation.
     The right of a Participant to receive any amount credited to the Participant’s Account shall not be transferable or assignable by the Participant, except by will or	

 14





 by the laws of descent and distribution. To the extent that any person acquires a right to receive any amount credited to a Participant’s Account hereunder, such right shall be no greater than that of an unsecured general creditor of the Corporation. Except as expressly provided herein, any person having an interest in any amount credited to a Participant’s Account under the Plan shall not be entitled to payment until the date the amount is due and payable. No person shall be entitled to anticipate any payment by assignment, pledge or transfer in any form or manner prior to actual or constructive receipt thereof.

      (b) Section 409A. The Plan is intended to comply with the applicable requirements of Section 409A of the Code and its corresponding regulations and related guidance with respect to Non-Grandfathered Contribution Amounts credited to the Participant’s Account, and shall be administered in accordance with Section 409A of the Code with respect to such Non-Grandfathered Contribution Amounts. Notwithstanding anything in the Plan to the contrary, elections to defer Non-Grandfathered Contribution Amounts under the Plan, and distributions of Non-Grandfathered Contribution Amounts, may only be made in a manner and upon an event permitted by Section 409A of the Code. To the extent that any provision of the Plan would cause a conflict with the requirements of Section 409A of



 the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. Other than a valid Election Form, in no event shall a Participant, directly or indirectly, designate the Plan Year of payment with respect to Non-Grandfathered Accounts. For the avoidance of doubt, deferrals under the Plan are maintained on a Plan Year basis.

      (c) Unsecured General Creditor. Neither the Corporation nor any of its subsidiaries shall be required to reserve or otherwise set aside funds, Common Stock or other assets for the payment of its obligations hereunder. However, the Corporation or any subsidiary may, in its sole discretion, establish funds for payment of its obligations hereunder. Any such funds shall remain assets of the Corporation or such subsidiary, as the case may be, and subject to the claims of its general creditors. Such funds, if any, shall not be deemed to be assets of the Plan. The Plan is intended to be unfunded for tax purposes and for purposes of Title I of ERISA.

      (d) Withholding. The Corporation shall withhold from any distribution made from Participant Deferred Contribution Amounts the amount necessary to satisfy applicable federal, state and local tax withholding requirements. With respect to distributions of Plan Employer Contribution Amounts, the delivery of the shares of Common Stock shall be delayed until the Participant makes arrangements, pursuant to procedures to be adopted by the Plan Administrator, to satisfy the applicable federal, state and local tax withholding requirements. Each Participant, however, shall be responsible for the payment of all individual tax liabilities relating to any such benefits.

      (e) Offset. To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, if a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to the Corporation or any participating affiliate, then the Corporation may offset such amount owed to the Corporation or the participating affiliate against

 15





 the amount of benefits otherwise distributable. Such determination shall be made by the Plan Administrator.

      (f) Termination
      and Amendment.
      The Corporation may at any time amend or terminate the Plan, subject to
      the requirements of Section 409A of the Code with respect to the Non-Grandfathered
      Amounts. Notwithstanding the foregoing, and unless such amendment is required
      by Section 409A of the Code, the Plan may not, without the consent of an
      affected Participant, be amended in any manner which would (i) adversely
      affect such Participant’s rights and expectations with respect to
      deferral amounts credited to such Participant’s Account immediately
      prior to such amendment (including, but not limited to, any amendment which
      would adversely affect the rights or features applicable to, or any of
      the components that are taken into account in determining, the deferral
      amounts of any Participant hereunder), or (ii) with respect to any Participant
      who separates from service either during a Potential Change in Control
      Period (as defined below) or within two years following a Change in Control
      under circumstances entitling such Participant to severance benefits under
      the Corporation’s Severance Plan for Corporate Staff Employees or
      Part II of the Corporation’s Severance Plan for Senior Executives,
      adversely affect such Participant’s rights and expectations with respect
      to Grandfathered Contribution Amounts to defer the receipt of severance
      payments pursuant to such plan. For purposes of the preceding sentence,
      a “Potential
      Change in Control Period” shall
      commence when: (A) the Corporation enters into an agreement, the consummation
      of which would result in the occurrence of a Change in Control; (B) the
      Corporation or any

 person or group publicly announces an intention to take or to consider taking
      actions which, if consummated, would constitute a Change in Control; (C)
      any person or group (other than the Corporation, any subsidiary or any
      savings, pension or other benefit plan for the benefit of employees of
      the Corporation or its subsidiaries) becomes the beneficial owner, directly
      or indirectly, of securities of the Corporation representing 15% or more
      of either the then outstanding shares of common stock of the Corporation
      or the combined voting power of the Corporation’s then outstanding
      securities (not including in the securities beneficially owned by such
      person or group any securities acquired directly from the Corporation or
      its affiliates); or (D) the Board adopts a resolution to the effect that,
      for purposes of the Plan, a Potential Change in Control Period has commenced.
      The Potential Change in Control Period shall continue until the earlier
      of (I) a Change in Control or (II) the adoption by the Board of a resolution
      stating that, for purposes of the Plan, the Potential Change in Control
      Period has expired.

      (g) Benefit Statements. Each Participant shall receive periodic statements (not less frequently than annually) regarding the Participant’s Account. Each such statement shall indicate the amount of the balances credited to the Participant’s Account as of the end of the period covered by such statement.

      (h) Legal Interpretation. This Plan and its provisions shall be construed in accordance with the laws of the State of Delaware to the extent such Delaware law is not inconsistent with the provisions of ERISA. The text of this Plan shall, to the extent permitted by law, govern the determination of the rights and obligations created or referred to herein. Headings to the Sections, Paragraphs and Subparagraphs are for reference purposes only and do not limit or extend the meaning of any of the Plan’s provisions.

 16





      (i) Gender; Number. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may read as the plural and the plural as the singular.

      (j) Employment. The adoption and maintenance of this Plan shall not be deemed to constitute a contract between the Corporation or its subsidiaries and any employee or to be a consideration for or condition of employment of any person. No provision of the Plan shall be deemed to give any employee the right to continue in the employ of the Corporation or its subsidiaries or to interfere with the right of the Corporation or its subsidiaries to discharge any employee at any time without regard to the effect which such discharge might have upon the employee's participation in the Plan or benefits under it.

      (k) Fiduciary Capacities. Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan. For purposes of this Subparagraph 13(k), the term “fiduciary” shall have the same meaning as in ERISA.

      (l) Participants Subject to Section 16. Notwithstanding anything herein to the contrary, if any request and subject to Section 409A of the Code, election or other action under the Plan affecting a Participant subject to Section 16 of the Securities Exchange Act of 1934 should require the approval of the Committee to exempt such request, election or other action from potential liability under Section 16, then the approval of the Committee shall be obtained in lieu of the approval of the Plan Administrator.

 17