Exhibit 10.20


 


DEERE &
COMPANY


 


 


NONEMPLOYEE
DIRECTOR DEFERRED COMPENSATION PLAN


 


 


EFFECTIVE
DATE: 01 JANUARY 1997


 


REVISED:  26 MAY 1999


AMENDED
BY SUPPLEMENT: 30 AUGUST 2006


AMENDED: 29 NOVEMBER 2006


AMENDED AND RESTATED 13 DECEMBER 2007: 
EFFECTIVE 1 JANUARY 2008


 AMENDED: 25 FEBRUARY
2009       EFFECTIVE: 25 FEBRUARY 2009


 


(For special rules applicable to deferrals after 2004


see the supplement beginning on page 12)


 


67

















 


DEERE &
COMPANY


 


NONEMPLOYEE
DIRECTOR DEFERRED COMPENSATION PLAN


 


I.              Purpose


 


The purposes of the Deere &
Company Nonemployee Director Deferred Compensation Plan (“Plan”) are to attract
and retain highly qualified individuals to serve as Directors of Deere &
Company (“Company”) and to relate Nonemployee Directors’ interests more closely
to the Company’s performance and its shareholders’ interests.


 


II.            Eligibility


 


Each member of the Board
of Directors (“Board”) of the Company who is not an employee of the Company or
any of its subsidiaries (“Nonemployee Director”) is eligible to participate in
the Plan.


 


III.           Definitions


 


(a)           Committee.   The
Nominating Committee of the Board or any successor committee of the Board.


 


(b)           Common Stock.   The publicly
traded $1 par value common stock of the Company or any successor.


 


(c)           Compensation.   Amounts
payable for services as a Nonemployee Director, excluding reimbursed expenses.


 


(d)           Deferred Account.   The
bookkeeping account maintained for each participating Nonemployee Director
which will be credited with Deferred Amounts pursuant to the terms hereof.


 


(e)           Deferred Amounts.   All amounts
credited to a Nonemployee Director’s Deferred Account pursuant to the Plan.


 


(f)            Elective Deferrals.   Compensation
voluntarily deferred by a Nonemployee Director under the Plan after 31 December 1996
(other than Lump-Sum Deferral defined below).


 


(g)           Lump-Sum Deferral.   A one-time
lump-sum amount for each Nonemployee Director serving on 31 December 1996,
which amount is deferred under the Plan as described in Section V, below,
as a result of the termination of the John Deere Pension Benefit Plan for
Directors (“Retirement Plan”).


 


Revised Dec 2009


 


68

















 


(h)           Participant.   A
Nonemployee Director for whom a Lump-Sum Deferral occurs on the Effective Date,
or who elects to participate in the Plan.


 


(i)            Pre-1997 Elective Deferrals.  
Compensation deferred by a Nonemployee Director prior to 1 January 1997
under the predecessor Directors’ Deferred Compensation Plan approved 30 January 1973,
as amended from time to time.


 


(j)            Secretary.  The Secretary
of the Company.


 


IV.           Effective Date


 


The effective date of the
Plan is 1 January 1997 (“Effective Date”).


 


V.            Lump-Sum Deferral


 


As of the Effective Date,
the Retirement Plan will be eliminated and the present value of the life
annuity offered under the Retirement Plan for each Nonemployee Director who is
both a participant in the Retirement Plan and a member of the Board on the
Effective Date will be deposited into the Deferred Account of such Nonemployee
Director.  The present value will be
determined by using a discount factor which shall be the rate for 10-year
treasury stripped bonds in effect as of 31 December 1996 and by using the
1984 Unisex Pension Mortality tables published in the Pension Benefit Guaranty
Corporation Regulation 2619, Appendix A.


 


VI.           Elective Deferral


 


(a)           Participants may elect to defer a part or all of their
annual Compensation by making an irrevocable deferral election in writing on a
form provided by the Company and delivered to the Company not later than the
Company may direct.  Elective Deferrals
will become effective on the first day of the following calendar quarter, at
which time they become irrevocable. 
Notwithstanding the preceding sentence, any person who first becomes a
Nonemployee Director during a calendar quarter, may elect, before his or her
term begins, to defer a part or all of his or her compensation that would
otherwise be payable to him or her during the remainder of such calendar quarter
and each succeeding calendar quarter until such election is modified or
terminated as provided herein.  A
Participant may discontinue deferrals, or may change his or her investment
choices, for future quarters by providing a written election delivered to the
Company not later than the Company may direct. 
These changes will become effective on the first day of the following
calendar quarter.


 


(b)           If the amount of a Participant’s Compensation is
changed, the deferral percentage and investment alternative elections shall
continue to be 


 


Revised Dec 2009


 


69

















 


applied to the new
Compensation amount after the change.


 


VII.         Deferred Account


 


(a)           The Company shall establish a separate Deferred
Account for each Participant.


 


(b)           Pre-1997 Elective Deferrals and the interest earned
thereon shall be credited to the Deferred Account and will continue to be
invested in the interest-bearing investment alternative described below.


 


(c)           Two investment alternatives will be available, as of
the Effective Date: an interest-bearing alternative and an equity alternative
denominated in units of Deere Common Stock. 
Additional investment alternatives may be added by subsequent amendment
of the Plan.


 


(d)           At the time of Elective Deferral, Participants may
direct their deferrals into either investment alternative, or a combination of
the two, in increments of 5%.


 


(e)           Deferred amounts credited into the interest-bearing
investment alternative will be credited with interest at the end of each
calendar quarter at the interest rate identified in the U.S. Federal Reserve
Statistical Release, “bank prime loan” rate for the second month of each
calendar quarter, plus 2%. Deferred amounts credited into the interest-bearing
alternative after December 31, 2009, will be credited with interest at the
end of each calendar quarter at an at-market rate equal to the at-market rate
used for the employee Deere & Company Voluntary Deferred Compensation
Plan.


 


(f)            Deferred Amounts credited into the equity alternative
shall be expressed and credited to each Participant’s Deferred Account in units
(“Units”) determined as hereinafter provided. 
As of each date on which Deferred Amounts are credited into the equity
investment alternative, the Company shall credit to such Deferred Account a
number of Units and fractional Units, rounded to three decimal places,
determined by dividing such Deferred Amounts by the Unit Value (as defined
below) of one share of Common Stock.  The
“Unit Value” of one share of Common Stock shall be the closing price of the
Common Stock on the New York Stock Exchange on the date on which Deferred
Amounts are credited to the Deferred Account or a payment is to be valued under
Section VIII (b) below, as the case may be; or if there were no sales
on that day, then Unit Value shall be the closing price on the New York Stock
Exchange Composite Tape on the most recent preceding day on which there were
sales.  The Lump-Sum Deferral shall be
credited as of the Effective Date.


 


(g)           When dividends are paid with respect to the Company’s
Common Stock, 


 


Revised Dec 2009


 


70

















 


the Company shall
calculate the amount which would have been payable on the Units in each
Participant’s Deferred Account on each dividend record date as if each Unit
represented one issued and outstanding share of the Company’s Common
Stock.  The applicable number of Units
and fractional Units equal to the amount of such dividends (based on the Unit
Value of one share of the Company’s Common Stock on the dividend payment date)
shall be credited to each Participant’s Deferred Account.  In the event of any capital stock adjustment
to the Company’s Common Stock or other similar event, the number of Units or
fractional Units credited to Deferred Accounts shall be adjusted to
appropriately reflect such event.


 


(h)           Participants credited with Units hereunder shall not
have any voting rights in respect thereof.


 


VIII.        Payment of Benefits


 


(a)           The value of a Participant’s Deferred Account shall be
payable solely in cash, either in (i) a lump sum, or (ii) in up to
ten equal annual installments, in accordance with an election made by the
Participant by written notice delivered to the Company prior to the calendar
year in which payments are to be made or commence.  Such payment or payments shall be made or
commence, as the case may be, on the first business day of the calendar year
following the year of the termination of service as Director.


 


(b)           Any lump sum payment shall be valued as of the end of
the most recent calendar month prior to the payment date.  The amount of each installment payment shall
be determined by dividing the aggregate value credited to the Participant’s
Deferred Account (as of the end of the most recent calendar month prior to the
payment date) by the remaining number of unpaid installments; provided,
however, that the Committee may, in its absolute discretion, approve any other
method of determining the amount of each installment payment in order to
achieve approximately equal installment payments over the installment period.


 


(c)           The Company shall have the right to deduct from all
payments under this Plan the amount necessary to satisfy any Federal, state, or
local withholding tax requirements.


 


(d)           The Committee, at its sole discretion, may alter the
timing or manner of payment of Deferred Amounts in the event that the
Participant establishes, to the satisfaction of the Board, severe financial
hardship.  In such event, the Committee
may:


 


(1)           provide that all or a portion of the amount previously
deferred by the Participant shall be paid immediately in a lump-sum cash 


 


Revised Dec 2009


 


71

















 


payment;


 


(2)           provide that all or a portion of the installments
payable over a period of time shall be paid immediately in a lump sum; or


 


(3)           provide for such other installment payment schedules
as it deems appropriate under the circumstances.


 


It is expressly provided
that the amount distributed shall not be in excess of that amount which is necessary
for the Participant to meet the financial hardship.  Severe financial hardship will be deemed to
have occurred in the event of the Participant’s impending bankruptcy, the long
and serious illness of Participant or a dependent, other events of similar
magnitude, or the invalidation of a deferral election by the Internal Revenue
Service.  The Committee’s decision in
passing on the severe financial hardship of the Participant and the manner in
which, if at all, the payment of Deferred Amounts shall be altered or modified
shall be final, conclusive and not subject to appeal.


 


IX.           Death of Participant


 


(a)           In the event of the death of a Participant, any
amounts remaining in the Deferred Account will be paid to the Participant’s
designated beneficiary in accordance with the distribution choices (e.g., lump
sum or installments) elected by the Participant.  These payments will commence on the first
business day of the calendar year following the Participant’s death.  Amounts unpaid after the death of both the
Participant and the designated beneficiary will be paid in a lump sum to the
executor or administrator of the estate of the last of them to die.  In the event that a Participant had not
properly filed a beneficiary designation with the Company prior to his or her
death or, in the event a beneficiary predeceases the Participant, any unpaid
deferrals will be paid in a lump sum to the Participant’s estate.


 


(b)           No beneficiary hereunder shall have any right to
assign, alienate, pledge, hypothecate, anticipate, or in any way create a lien
upon any part of this Plan, nor shall the interest of any beneficiary or any
distributions due or accruing to such beneficiary be liable in any way for the
debts, defaults, or obligations of such beneficiary, whether such obligations
arise out of contract or tort.


 


X.            Change of Control


 


The following
acceleration and valuation provisions shall apply in the event of a “Change of
Control” or “Potential Change of Control,” as defined in this Section X.


 


Revised Dec 2009


 


72
















 


(a)           In the event that:


 


(i)            a “Change of Control” as defined in paragraph (b) of
this Section X occurs; or


 


(ii)           a “Potential Change of Control” as defined in
paragraph (c) of this Section X occurs and the Committee or the Board
determines that the provisions of this paragraph (a) should be invoked;


 


then, unless otherwise
determined by the Committee or the Board in writing prior to the occurrence of
such Change of Control, the value of all Units credited to a Participant’s
Deferred Account shall be converted to cash based on the “Change of Control
Price” (as defined in paragraph X(d)) and the aggregate amount credited to the
Participant’s Deferred Account under the Plan shall be paid in one lump-sum
payment as soon as practicable following the date the Change of Control or
Potential Change of Control occurs, but in no event more than 90 days after
such date.


 


(b)           For purposes of paragraph (a) of this Section X,
a “Change of Control” means a change in control of a nature that would be
required to be reported in response to Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 (“Exchange Act”) whether
or not the Company is then subject to such reporting requirement, provided
that, without limitation, such a Change of Control shall be deemed to have
occurred if:


 


(i)            any “person” (as defined in Sections 13(d) and 14(d) of
the Exchange Act), other than a Participant in the Plan or group of
Participants in the Plan, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under
the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company’s then
outstanding securities;


 


(ii)           during any period of two consecutive years, there
shall cease to be a majority of the Board comprised as follows: individuals who
at the beginning of such period constitute the Board and any new director(s) whose
election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved;


 


(iii)          the shareholders of the Company approve a merger or 


 


Revised Dec 2009


 


73

















 


consolidation of the
Company with any other company, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least 80% of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger of consolidation; or


 


(iv)          the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets.


 


(c)           For purposes of paragraph (a) of this Section X,
a “Potential Change of Control” means the happening of any of the following:


 


(i)            the entering into an agreement by the Company (other
than with a Participant in the Plan or group of Participants in the Plan), the
consummation of which would result in a Change of Control of the Company as
defined in paragraph (b) of this Section X; or


 


(ii)           the acquisition of beneficial ownership, directly or
indirectly, by any entity, person or group (other than a Participant or group
of Participants, the Company or a majority owned subsidiary of the Company, or
any of the Company’s employee benefit plans including its trustee) of
securities of the Company representing 5% 
or more of the combined voting power of the Company’s outstanding
securities and the adoption by the Board of a resolution to the effect that a
Potential Change of Control of the Company has occurred for purposes of the
Plan.


 


(d)           For purposes of this Section X, “Change of
Control Price” means the highest price per share of the Common Stock paid in
any transaction reported on the New York Stock Exchange Composite Tape, or
offered in any transaction related to a Potential or actual Change of Control
of the Company at:


 


(i)            the date the Change of Control occurs;


 


(ii)           the date the Potential Change of Control is determined
to have occurred; or


 


(iii)          such other date as the Committee may determine before
the Change of Control occurs, or before or at the time the Potential Change of
Control is determined to have occurred or the


 


Revised Dec 2009


 


74

















 


Committee or the Board
determines that the provisions of paragraph X(a) shall be invoked, or at
any time selected by the Committee during the 60 day period preceding such
date.


 


(e)           Notwithstanding anything to the contrary in the Plan,
in the event of a Change of Control (i) the Plan may not be amended to
reduce the formulas contained in paragraph VII(e) which determine the rate
at which amounts equivalent to interest accrue with respect to cash amounts credited
to a Participant’s Deferred Account, including cash amounts attributable to the
conversion of Units in a Participant’s Deferred Account pursuant to paragraph
X(a), and (ii) the successor Plan Administrator referred to in paragraph
XI(d) shall determine the rates under the interest formulas contained in
paragraph VII(e).


 


XI.           Miscellaneous


 


(a)           The right of a Participant to receive any amount
credited to the Participant’s Deferred Account shall not be transferable or
assignable by the Participant, in whole or in part, either directly or by
operation of law or otherwise, including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other
manner, and no right or interest established herein shall be liable for, or
subject to, any obligation or liability of the Participant, except by will or
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 Deferred Account hereunder, such right shall be no
greater than that of an unsecured general creditor of the Company.  Except as expressly provided herein, any
person having an interest in any amount credited to a Participant’s Deferred
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, alienation, sale,
pledge, encumbrance or transfer in any form or manner prior to actual or
constructive receipt thereof.


 


(b)           The amounts credited to the Deferred Account shall
constitute an unsecured claim against the general funds of the Company.  The Company shall not be required to reserve
or otherwise set aside funds or shares of Common Stock for the payment of its
obligations hereunder.  The Plan is
unfunded, and the Company will make Plan benefit payments solely from the
general assets of the Company as benefit payments come due from time to time.


 


(c)           Except as herein provided, this Plan shall be binding
upon the parties hereto, their designated beneficiaries, heirs, executors,
administrators, successors (including but not limited to successors resulting
from any corporate merger, purchase, consolidation or otherwise of all or


 


Revised Dec 2009


 


75

















 


substantially all of the
business or assets of the Company) or assigns.


 


(d)           In the event of a Change in Control, the Committee
shall interpret the Plan and make all determinations, construe any ambiguity,
supply any omission, and reconcile any inconsistency, deemed necessary or
desirable for the Plan’s implementation. 
The determination of the Committee shall be conclusive.  The Committee may obtain such advice or
assistance as it deems appropriate from persons not serving on the Committee.  The Secretary or other appropriate officer of
the Company shall, in the event of any Change in Control, name as successor
Plan Administrator any person or entity (including, without limitation, a bank
or trust company).  Following a Change in
Control, the successor Plan Administrator shall interpret the Plan and make all
determinations deemed necessary or desirable for the Plan’s
implementation.  The determination of the
successor Plan Administrator shall be conclusive.  The Company shall provide the successor Plan
Administrator with such records and information as are necessary for the proper
administration of the Plan.  The
successor Plan Administrator shall rely on such records and other information
as the successor Plan Administrator shall in its judgment deem necessary or
appropriate in determining the eligibility of a Participant and the amount
payable to a Participant under the Plan.


 


(e)           The Board, upon recommendation of the Committee, may
at any time amend or terminate the Plan provided that no amendment or
termination shall impair the rights of a Participant with respect to amounts
then credited to the Participant’s Deferred Account, except with his or her
consent.


 


(f)            Each Participant will receive a quarterly statement
indicating the amounts credited to the Participant’s Deferred Account as of the
end of the preceding calendar quarter.


 


(g)           If adjustments are made to outstanding shares of
Common Stock as a result of stock dividends, stock splits, recapitalizations,
reorganizations, mergers, consolidations and other changes in the corporate
structure of the Company affecting the Common Stock, an appropriate adjustment
shall also be made in the number and type of Units credited to the Participant’s
Deferred Account to prevent dilution or enlargement of rights. The Committee’s
or Board’s determination as to what adjustments shall be made, and the extent
thereof, shall be final.


 


(h)           This Plan and all elections hereunder shall be
construed in accordance with and governed by the laws of the State of Illinois.


 


(i)            Except where otherwise indicated by the context, any
term used herein connoting gender also shall include both the masculine and
feminine; the 


 


Revised Dec 2009


 


76

















 


plural shall include the
singular, and the singular shall include the plural.


 


(j)            In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.


 


(k)           Nothing in the Plan shall be deemed to create any
obligation on the part of the Board to nominate any Nonemployee Director for
reelection by the Company’s shareholders, or rights to any benefits not
specifically provided by the Plan.


 


(l)            The crediting of Units and the payment of cash under
the Plan shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies as may be required.


 


(m)          The Company may impose such other restrictions on any
Units credited pursuant to the Plan as it may deem advisable including, without
limitation, restrictions intended to achieve compliance with the Securities Act
of 1933, as amended, Section 16 of the Securities Exchange Act of 1934, as
amended, with the requirements of any stock exchange upon which Common Stock is
listed, and with any blue sky or other securities laws applicable to such
Units.


 


(n)           With respect to any Participants subject to Section 16
of the Securities Exchange Act, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its
successors.  To the extent any provision
of the Plan or action by the Board fails to so comply, it shall be deemed null
and void to the extent permitted by law and deemed advisable by the Board.


 


Revised Dec 2009


 


77
















 


SUPPLEMENT
TO


DEERE &
COMPANY


NONEMPLOYEE
DIRECTOR DEFERRED COMPENSATION PLAN


APPLICABLE
TO AMOUNTS DEFERRED AFTER DECEMBER 31, 2004


 


The following provisions will apply only to amounts
deferred under the Plan after December 31, 2004 and not to amounts deferred
under the Plan that were both earned and vested before January 1, 2005.
Amounts deferred under the Plan prior to January 1, 2005 will be subject
to the terms of the Plan without regard to this supplement. Except to the
extent amended hereby, the terms of the Plan shall continue to apply to amounts
deferred pursuant to the Plan.


 


1.     The following definitions are added to Section III (Definitions).


 


(a)           Change in Control Event.  A change in
ownership, a change in effective control, or a change in the ownership of a
substantial portion of the assets of the Company within the meaning of the
default rules under Section 409A.


 


(l)            Section 409A.  Section 409A
of the Internal Revenue Code and the regulations and other guidance thereunder.


 


(m)          Separation
from Service.  With respect to a Participant, a separation
from service as a director or independent contractor within the meaning of the
default rules of Section 409A.


 


(n)           Unforeseeable Emergency.  A severe
financial hardship to the Participant resulting from (i) an illness or
accident of the Participant or his spouse, dependent (within the meaning of Section 152
of the Internal Revenue Code, but without giving effect to Section 152(b)(1),
(b)(2) and (d)(1)(B) (“Dependent”)) or beneficiary, (ii) the
loss of the Participant’s property due to casualty (including the need to
rebuild a home following damage to a home not otherwise covered by insurance,
for example, not as a result of a natural disaster), (iii) the imminent
foreclosure of or eviction from the Participant’s primary residence, (iv) the
need to pay for medical expenses, including non-refundable deductibles, as well
as for the costs of prescription drug medication, (v) the need to pay for
the funeral expenses of a spouse, Dependent or beneficiary, or (vi) other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. 
The purchase of a primary residence and the payment of college tuition
shall not constitute Unforeseeable Emergencies.


 


2.     Subsections (a) through (j) of Section III (Definitions) are renumbered as
subsections (b) through (k).


 


Revised Dec 2009


 


78

















 


3.     Section VI(a) (Elective
Deferral) is
restated in its entirety as follows:


 


(a)           Participants may elect to defer a part or all of their
annual Compensation by making an irrevocable deferral election in writing on a
form provided by the Company and delivered to the Company not later than the
last day of the calendar year preceding the calendar year in which the
deferrals are to commence, at which time the deferral election becomes
irrevocable.  Notwithstanding the
preceding sentence, any person who first becomes a Nonemployee Director during
a calendar year, may elect, before or within 30 days after his or her term
begins, to defer a part or all of his or her compensation that would otherwise
be payable to him or her during the remainder of such calendar year and each
succeeding calendar year until such election is modified or terminated as
provided herein, except that no such election shall be available to a
Nonemployee Director if prior to becoming eligible to participate in the Plan,
the Nonemployee Director was eligible to participate in any other arrangement
of the Company or its subsidiaries or affiliates that is an “elective account
balance” plan (as such term is defined for purposes of Section 409A) for
directors or independent contractors, other than a separation pay
arrangement.  A Participant may
discontinue or modify deferrals, or may change his or her investment choices,
for future calendar years by providing an irrevocable written election
delivered to the Company not later than the close of the calendar year
preceding the calendar year in which the changes are to commence.  These changes will become effective on the
first day of the following calendar year.


 


4.     Section VIII (Payment of
Benefits) is
restated in its entirety as follows:


 


(a)           The value of a Participant’s Deferred Account
attributable to amounts deferred in respect of any calendar year (including
related investment returns) shall be payable solely in cash, either in (i) a
lump sum, or (ii) in up to ten equal annual installments, in accordance
with an election made by the Participant by written notice delivered to the
Company prior to the calendar year for which the services to the Company are
rendered.  Such payment or payments shall
be made or commence, as the case may be, on the first business day of the
calendar year following the year of the Participant’s Separation from Service.


 


(b)           Notwithstanding anything else herein to the contrary,
to the extent that a Participant is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as
determined under the Company’s established methodology for determining
specified employees, on the date on which the Participant incurs a Separation
from Service, no distribution upon Separation from Service (including upon
retirement or other termination) may be made before the first business day of
the first calendar quarter that begins at least six (6) months after such
Participant’s date of


 


Revised Dec 2009


 


79

















 


Separation from Service,
or, if earlier, the date of the Participant’s death, and any distribution that
would be made but for application of this provision shall instead be aggregated
with, and paid together with, the first distribution scheduled to be made after
the end of such delay period (or, if earlier, the date of the Participant’s
death).


 


(c)           Any lump sum payment shall be valued as of the end of
the most recent calendar month prior to the payment date.  The amount of each installment payment shall
be determined by dividing the aggregate value credited to the Participant’s Deferred
Account (as of the end of the most recent calendar month prior to the payment
date) by the remaining number of unpaid installments.


 


(d)           The Company shall have the right to deduct from all
payments under this Plan the amount necessary to satisfy any Federal, state, or
local withholding tax requirements.


 


(e)           The Committee, at its sole discretion, may alter the
timing or manner of payment of Deferred Amounts in the event that the
Participant establishes, to the satisfaction of the Board, that there has
occurred an Unforeseeable Emergency.  In
such event, the Committee may:


 


(i)            provide that all or a portion of the amount previously
deferred by the Participant shall be paid immediately in a lump-sum cash
payment; or


 


(ii)           provide that all or a portion of the installments
payable over a period of time shall be paid immediately in a lump sum.


 


It is expressly provided
that, as determined under regulations of the Secretary of the United States
Treasury, the amount distributed shall not be in excess of that amount which is
reasonably necessary to satisfy the Unforeseeable Emergency (which may include
amounts necessary to pay taxes reasonably anticipated as a result of such
distribution(s)), after taking into account the extent to which such hardship
is or may be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Participant’s assets to the extent
liquidation of such assets would not cause severe financial hardship, or by
cessation of deferrals under the Plan. 
If a Participant requests and receives a distribution on account of
Unforeseeable Emergency, the Participant’s deferrals under the Plan shall cease
and his election under the Plan shall be canceled.  Any new deferral election following
cancellation of a prior deferral election due to Unforeseeable Emergency shall
be subject to the timing requirements of Section VI and Section 409A.


 


The Committee’s decision
in passing on the occurrence of an 


 


Revised Dec 2009


 


80

















 


Unforeseeable Emergency
for the Participant and the manner in which, if at all, the payment of Deferred
Amounts shall be altered or modified shall be final, conclusive and not subject
to appeal.


 


(f)            Notwithstanding anything to the contrary herein, this
Plan does not permit the acceleration of the time or schedule of any
distribution under the Plan, except as would not result in the imposition on
any person of additional taxes, penalties or interest under Section 409A.


 


5.     Subsection (a) of Section IX
(Death of Participant) is restated in its entirety as
follows:


 


(a)       In the event of the death of a Participant, any
amounts remaining in the Deferred Account will be paid to the Participant’s
designated beneficiary in a single lump sum on the first business day of the
calendar year following the Participant’s death.  In the event that a Participant had not
properly filed a beneficiary designation with the Company prior to his or her
death, or if the beneficiary dies prior to the payment date set forth in the preceding
sentence, the balance of the Participant’s Deferred Account will be paid to his
or her estate on such payment date.


 


6.     Section X (Change in Control) is restated in its entirety as follows:


 


The following
acceleration and valuation provisions shall apply in the event of a Change in
Control Event.


 


(a)       In the event that a Change in Control Event occurs,
then the value of all Units credited to a Participant’s Deferred Account shall
be converted to cash, determined by multiplying the number of Units credited to
the Participant’s Deferred Account on the date of the Change in Control Event
by the “Change in Control Price” (as defined in paragraph X(b)), and the
aggregate amount credited to the Participant’s Deferred Account under the Plan
shall be paid in one lump-sum payment as soon as practicable following the date
the Change in Control Event occurs, but in no event more than 90 days after
such date.


 


(b)       For purposes of this Section X, “Change in
Control Price” means the closing selling price of a share of Common Stock on
the date the Change in Control Event occurs, or if there are no sales on the
date the Change in Control Event occurs, the closing selling price of a share
of Common Stock on the trading day immediately preceding the date the Change in
Control Event occurs, in either case as reported on the composite tape for
securities listed on the NYSE, or such other national securities exchange as
may be designated by the Committee.


 


Revised Dec 2009


 


81

















 


(c)       Notwithstanding anything to the contrary in the Plan,
in the event of a Change in Control Event (i) the Plan may not be amended
to reduce the formulas contained in paragraph VII(e), which determine the rate
at which amounts equivalent to interest accrue with respect to cash amounts
credited to a Participant’s Deferred Account, including cash amounts
attributable to the conversion of Units in a Participant’s Deferred Account pursuant
to paragraph X(a), and (ii) the successor Plan Administrator referred to
in paragraph XI(d) shall determine the rates under the interest formulas
contained in paragraph VII(e).


 


7.     Subsection XI(b) (Miscellaneous) is amended by adding the following after
the initial  sentence thereof:


 


“No Participant or
beneficiary shall have any interest whatsoever in any specific asset of the
Company.


 


8.     Subsection XI(d) (Miscellaneous) is amended by replacing each occurrence
of the term “Change in Control” with “Change in Control Event”.


 


9.     Subsection XI(e) (Miscellaneous) is amended by adding thereto:


 


“If the Plan is
terminated, the balance of the Participant’s Deferred Account shall be paid in
accordance with normal time and form of payment specified hereunder, provided
that the Committee, in its discretion and in full and complete settlement of
the Company’s obligations under this Plan, may cause the Company to distribute
the full amount of a Participant’s Deferred Account to the Participant in a
single lump sum to the extent that such distribution may be effected in a
manner that will not result in the imposition on any person of additional
taxes, penalties or interest under Section 409A.


 


Notwithstanding any
provision in this Plan to the contrary, the Board, the Committee or the Vice
President of Human Resources of the Company shall have the unilateral right to
amend or modify the Plan to the extent the Board, the Committee or the Vice
President of Human Resources of the Company deems such action to be necessary
or advisable to avoid the imposition on any person of adverse or unintended tax
consequences under Section 409A, including recognition of income in
respect of any benefits under this Plan before such benefits are paid or the
imposition of additional taxes, penalties or interest.  Any determinations made by the Board, the Committee
or the Vice President of Human Resources of the Company in this regard shall be
final, conclusive and binding on all persons.”


 


Revised Dec 2009


 


82