Exhibit 10.14


 


JOHN DEERE
DEFINED CONTRIBUTION RESTORATION PLAN


 


EFFECTIVE
1 JANUARY 1997


 


 


AMENDED:  12 January 2000


EFFECTIVE:  1 January 2000


 


AMENDED:  28 November 2000


EFFECTIVE:  1 January 2001


 


 


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TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I. ESTABLISHMENT, PURPOSE AND
  CONSTRUCTION

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Establishment

  	
  66

  
	
  1.2

  	
  Purpose

  	
  66

  
	
  1.3

  	
  Effective Date and Plan Year

  	
  66

  
	
  1.4

  	
  Application of Plan

  	
  66

  
	
  1.5

  	
  Construction

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE II. PARTICIPATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Eligibility to Participate

  	
  68

  
	
  2.2

  	
  Effect of Transfer

  	
  68

  
	
  2.3

  	
  Beneficiaries

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE III. CONTRIBUTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Salary Deferral Allocations

  	
  69

  
	
  3.2

  	
  Employer Matching Allocations

  	
  69

  
	
  3.3

  	
  Deferral Elections

  	
  69

  
	
  3.4

  	
  FICA Tax

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV. ACCOUNTS AND RATE OF
  RETURN

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Participant Accounts

  	
  70

  
	
  4.2

  	
  Rate of Return

  	
  70

  
	
  4.3

  	
  Electing a Rate of Return

  	
  70

  
	
  4.4

  	
  Qualified Domestic Relations Orders

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE V. VESTING

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Vested Interest

  	
  71

  
	
  5.2

  	
  Forfeiture of Non-Vested Balances

  	
  71

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI. DISTRIBUTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Time and Manner

  	
  72

  
	
  6.2

  	
  Election

  	
  72

  
	
  6.3

  	
  form of Distribution

  	
  72

  



 


 


64





















 


	
   

  	
  ARTICLE VII. ADMINISTRATION, AMENDMENT
  AND TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Employment Rights

  	
  73

  
	
  7.2

  	
  Applicable Law

  	
  73

  
	
  7.3

  	
  Non-Alienation

  	
  73

  
	
  7.4

  	
  Withholding of Taxes

  	
  73

  
	
  7.5

  	
  Unsecured Interest. Funding and Rights
  Against Assets

  	
  73

  
	
  7.6

  	
  Effect on Other Benefit Plans

  	
  73

  
	
  7.7

  	
  Administration

  	
  73

  
	
  7.8

  	
  Amendment, Modification or Termination

  	
  73

  



 


 


65





















 


JOHN DEERE
DEFINED CONTRIBUTION RESTORATION PLAN


 


ARTICLE I.  Establishment, Purpose and Construction


 


1.1 Establishment.  Effective 1 January 1997, Deere &
Company established the John Deere Restoration Plan (the “Plan”) for the
benefit of the salaried employees on its United States payroll and the salaried
employees of its United States subsidiaries or affiliates that have adopted the
John Deere Savings and Investment Plan (the “SIP”).  Deere & Company and its United
States subsidiaries and affiliates that have adopted the SIP (jointly the “Company”)
are also deemed to have adopted this Plan.


 


1.2  
Purpose. 
The Company maintains a defined contribution plan, known as the John
Deere Savings and Investment Plan, which is intended to be a qualified defined
contribution plan which meets the requirements of Section 401(a) and  401(k) of the Internal Revenue Code of 1986
(the “Code”).  Section 401(a)(17) of
the Code limits the amount of compensation paid to a participant in a qualified
defined contribution plan which may be taken into account in determining
contributions under such a plan.  Section 402(g) of
the Code limits the amount of compensation a participant may defer in a
qualified defined contribution plan.  Section 415
of the Code limits the amount which may be contributed under a qualified
defined contribution plan.  This Plan is
intended to restore contributions which, when combined with the amount actually
contributed under the SIP, are reasonably comparable to the contributions
which             participants in the SIP
would have received under such plan if there were no limitations imposed by
Sections 401(a)(17), 402(g) and 415 of the Code.


 


When restoring contributions limited by Sections 401(a)(17) and 402(g) of
the Code, the Plan is intended to qualify as an unfunded deferred compensation
plan for a select group of management or highly compensated employees, within
the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee
Retirement Income Security Act of 1974 (“ERISA”).  When restoring contributions limited by Section 415
of the Code, the Plan is intended to qualify as an unfunded “excess benefit
plan,” as defined in section 3(36) of ERISA and within the meaning of Section 415
of the Code.


 


1.3 
Effective Date and Plan Year. This Plan shall
be effective 1 January 1997.  The
Plan Year shall be the twelve-month period beginning on 1 November of each
year and ending on        31 October of
the following year with the exception of the first Plan Year which will
start      1 January 1997 and end 31
October 1997.


 


1.4 
Application of Plan. The terms of this Plan are
applicable only to eligible employees of the Company as described in Section 2.1
below who become eligible to defer compensation hereunder on or after 1 January 1997.


 


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1.5  
Construction. 
Unless the context clearly indicates otherwise or unless specifically
defined herein, all operative terms used in this Plan shall have the meanings
specified in the SIP and the words in the masculine gender shall be deemed to
include the feminine and neuter genders and the singular shall be deemed to
include the plural and vice versa.


 


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ARTICLE II.  PARTICIPATION


 


2.1 
Eligibility to Participate.  Any employee participating in the
Contemporary SIP under Article III of the SIP whose salary deferral and
matching contribution under such plan are reduced by the limitation imposed by
Sections 401(a)(17), 402(g) and 415 of the Code shall be eligible to
participate in the Plan.


 


2.2 
Effect of Transfer.  An employee who is a participant in this Plan
and who ceases to be an eligible employee as described in Section 2.1
above shall cease participation in the Plan; however, any past contributions
and applicable matching contributions will continue to be accounted for as
elected by the employee subject to Section 4.2 of this Plan provided such
employee continues as an employee on the United States payroll of the Company.


 


2.3  Beneficiaries.  Beneficiaries under this Plan shall be
determined in accordance with Section 8.6 of the SIP, however,
beneficiaries for this Plan shall be designated on a separate form and may be
an individual or individuals other than beneficiaries designated under the SIP.


 


68





















 


ARTICLE III.   CONTRIBUTIONS


 


3.1  
Salary Deferral Allocations.   Pursuant to a salary deferral agreement in
force under the SIP any amount of contribution up to 6% of compensation that is
restricted by Section 401(a)(17), 402(g) and 415 of the Code shall be
allocated to a salary deferral account under this Plan.


 


3.2  
Employer Matching Allocations.   Employer matching contributions, if any,
corresponding to salary deferral allocations under Section 3.1 above shall
be allocated to a matching account under this Plan.  Employer matching contributions under this
Plan will be determined as shown in Article IV, Section 4.1 of the
SIP.


 


3.3  
Deferral Elections.  Effective 1 January 1997 or the first
day of any subsequent month, an eligible employee may elect to defer
compensation by completing a written election no later than the last work day
of any month authorizing the Company to defer a percentage of compensation
under Section 4.8 of the SIP provided however that such employee is
participating in the Contemporary SIP. Such election will remain in force until
changed or revoked by the employee or the employee ceases to be eligible to
participate according to Article II of this Plan.


 


3.4  FICA
Tax.  All salary
deferral allocations are subject to FICA tax in the payroll period in which
they are deferred. Such FICA taxes will be withheld as necessary from the
participant’s compensation prior to any compensation deferral under this Plan
or the SIP.


 


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ARTICLE IV.  ACCOUNTS AND RATE OF RETURN


 


4.1..Participant Accounts.  Bookkeeping accounts will be maintained for
each participant under the Plan and shall be credited with a rate of return as
provided in Section 4.2 below.  Such
rate of return shall be credited as of the end of each business day.


 


4.2 
Rate of Return. 
The rate of return for a Participant’s account shall be the average of
Prime Rate plus two percent as determined by the Federal Reserve statistical
release for the month immediately preceding the month for which such rate shall
be credited to account balances for deferrals and Employer matching allocations
under this Plan.


 


Alternatively, a Participant may elect a rate of return equal to the
average of the S & P 500 Index for the month immediately preceding the
month for which such rate shall be credited to account balances for deferrals
and Employer matching allocations under this Plan.


 


4.3 
Electing a Rate of Return.  A Participant may elect a rate of return for
existing and future account balances by directing the Recordkeeper between the
1st and the 20th day of the month prior to the beginning
of the calendar quarter for which the election is effective.  A Participant may choose either of the above
rates of return for any portion of the account in whole percentage increments
as long as the minimum value of transfer is $250 or more.  The sum of all such portions must equal 100%.


 


4.4  Qualified Domestic
Relations Orders.  In the event of a
Qualified Domestic Relations Order, a separate account will be established for
any qualified alternate payee subject to Article V.  No portion of the non-vested Employer
Matching Allocations or growth additions thereon may be assigned to the
Alternate Payee.  The distribution option
for an Alternate Payee will be a single lump sum payment paid 180 days
following notification of a Qualified Domestic Relations Order in place of the
Distribution Options shown in Section 6.3.


 


70





















 


ARTICLE V.  VESTING


 


5.1 
Vested Interest.   Pursuant to Section 4.4 above a
Participant shall be fully vested in the portion of the account comprised of
Salary Deferral Allocations and growth additions thereon.  Furthermore, the Participant shall be 100%
vested after attaining three years of service credit on the Employer Matching
Allocations and the growth additions thereon. 
In the event of a Qualified Domestic Relations Order, no portion of
non-vested Employer Matching Allocations or the growth additions thereon may be
assigned to the alternate payee.


 


5.2  Forfeiture of Non-Vested
Balances.  The
Participant whose employment is terminated prior to three years of service
credit shall forfeit all Employer Matching Allocations and the growth additions
thereon.


 


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ARTICLE VI.  DISTRIBUTIONS


 


6.1             Time and Manner.


 


Distribution of a Participant’s account shall commence as soon as
practicable after the valuation date at the end of the month following 30 days
after the Participant’s termination of employment or 60 days following a
Participant’s death in accordance with the election in 6.2 below and form of
distribution shown in 6.3.  Termination
of employment for the purposes of this Plan shall include retirement and Long
Term Disability status on or after 1 November 1998.  Distribution must begin no later than 1 January of
the year following the year the Participant reaches age 75.


 


6.2             Election.  A Participant shall make an irrevocable election
regarding the time and manner of distribution no later than 30 days following
termination of employment.  Termination
of employment for the purposes of this Plan shall include retirement and Long
Term Disability status on or after 1 November 1998.  If the Participant’s employment is terminated
by death, any eligible beneficiary shall make such irrevocable election within
60 days following the Participant’s death. 
In the event of a Qualified Domestic Relations Order, an alternate payee
shall make such irrevocable election no later than 30 days following the
earliest to occur of the Participant’s termination of employment or attainment
of age 50.


 


6.3             
Form of Distribution.


 


a.  A
single lump sum payment


 


b.  A
specified dollar amount each year until account balance reaches zero.


 


c.  A decrementing yearly withdrawal over a
specific period of time which results in a zero account balance.


 


In the event of the death of the Participant or a Qualified Domestic
Relations Order, such beneficiaries or the Alternate Payee must take
distribution as a single lump sum payment within 180 days following the event.


 


72





















 


ARTICLE VII.  ADMINISTRATION,  AMENDMENT AND TERMINATION


 


7.1. 
Employment Rights.  Nothing under this Plan shall be construed to
give any employee the right to continue employment with the Company or to any
benefits not specifically provided herein.


 


7.2 
Applicable Law. 
This Plan, to the extent it is not exempt therefrom, shall be governed
and construed in accordance with the applicable provisions of ERISA.  To the extent not governed by ERISA, this
Plan shall be governed and construed in accordance with the laws of the State
of Illinois, exclusive of conflict laws.


 


7.3 
Non-Alienation. 
Except as provided in Section 10.5 of the SIP and Section 4.4
of this Plan, no right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge.  No right or benefit under this Plan shall in
any manner be liable for or subject to the debts, contracts, liabilities or
torts of the person entitled to such benefits except for such claims as may be
made by the Company.


 


7.4 
Withholding of Taxes.  The Company, or its designee, may withhold
from any payment of benefits under this Plan any income, employment or other
taxes required to be withheld, including any taxes for which the Company or its
designee may be liable with respect to the payment of such benefits.


 


7.5 
Unsecured Interest, Funding and Rights Against Assets.  No participant, surviving spouse,
beneficiaries, or qualified alternate payee shall have any interest whatsoever
in any specific asset of the Company.  To
the extent that any person acquires a right to receive payments under this
Plan, such rights shall be no greater than the right of any unsecured general
creditor of the Company.  Account
balances shall not be financed through a trust fund or insurance contracts or
otherwise unless owned by the Company. 
Payment of account balances shall be paid in cash from the general funds
of the Company.  All expenses of
administering this Plan shall be borne by the Company.


 


7.6 
Effect on Other Benefit Plans.   Amounts payable under this Plan, including
Employer matching allocations and growth additions, shall not be considered
compensation for purpose of any qualified or non-qualified retirement plan
maintained by the Company.  The treatment
of such amounts under any other plan of the Company shall be determined under
the provisions of such plan.


 


7.7 
Administration. 
This Plan shall be administered by the Company (the “Administrator”).  The Administrator shall have the power to
construe and interpret this Plan, decide all questions of eligibility and
determine the amount, manner, and time of payment of any benefits
hereunder.  All determinations of the
Administrator shall be final, binding, and conclusive on all persons.


 


7.8 
Amendment, Modification or Termination.  The Board of Directors of the Company, or, by
delegation, the Compensation Committee of the Company, may at any time amend or
modify this Plan in their sole discretion, provided that this Plan shall not be



 


73





















 


amended or modified so as to reduce or diminish the accounts of
participant’s or benefits then currently being paid to any participant,
surviving spouse, beneficiary, or former participant without such person’s
consent.  The power to terminate this
Plan shall be reserved to the Board of Directors of Deere &
Company.  The procedure for amendment or modification
of the Plan by either the Board of Directors, or, to the extent so authorized,
the Compensation Committee of the Company, as the case may be, shall consist
of:   the lawful adoption of a written
amendment or modification to the Plan by majority vote at a validly held
meeting or by unanimous written consent, followed by the filing of such duly
adopted amendment or modification by the Secretary with the official records of
the Company.


 


7.9  Withdrawal from Plan.  If an adopting subsidiary or affiliate which
is participating in this Plan subsequently determines that it no longer wants
to participate in this Plan or have its employees participate in this Plan,
that subsidiary or affiliate must request permission from Deere &
Company to withdraw from participating in this Plan.  If the Company grants such permission, such
subsidiary or affiliate will immediately thereafter cease to participate in
this Plan and its employees will cease to be participants in this Plan unless
and until such subsidiary or affiliate thereafter requests permission to again
participate in this Plan.


 


7.10  Definition of Subsidiary
or Affiliate.  In order for a
subsidiary or affiliate of the Company to participate in this Plan, Deere &
Company must own, directly or indirectly, at least 80 percent of the
outstanding stock of such subsidiary or affiliate.


 


If during its affiliation with the Plan, a subsidiary or an affiliate’s
ownership by the Company falls below the 80 percent required level, such
subsidiary or affiliate is automatically dropped from participation in this
Plan and its employees are similarly dropped from being participants in this
Plan.


 


If a subsidiary or affiliate of Deere & Company which is
covered by this Plan ceases to be a subsidiary or affiliate, the participation
in this Plan by the employees of such subsidiary or affiliate shall terminate,
and no employees of such former affiliate or subsidiary shall accrue or be
entitled to a benefit under this Plan on and after the date such company ceases
to be a subsidiary or affiliate of Deere & Company (other than former
employees who were receiving benefit payments as of such date).


 


74





















 


The John Deere Defined
Contribution Restoration Plan, effective as of 1 January 1997 with
amendments through 1 January 2001, is further amended, effective as of the
dates indicated, by adding the following Article VIII immediately
following Article VII.


 


“ARTICLE VIII—409A AMENDMENTS


 


The Plan is amended as set forth in this Article VIII, effective
as of the dates indicated, in order to avoid adverse or unintended tax
consequences under Section 409A of the Code and the applicable rules and
regulations thereunder (“Section 409A”) to Participants.  Effective as of 1 January 2005 through 31
December 2005, the portion of a Participant’s account under the Plan that
is not both earned and vested as of 31 December 2004 (the “409A Account”)
shall be subject to this Article VIII and effective as of 1 January 2006,
a Participant’s entire account under the Plan (the “Account”) shall be
subject to this Article VIII.  The
provisions of this Article VIII shall apply effective as of the dates
indicated and shall supersede the other provisions of the Plan to the extent
necessary to eliminate inconsistencies between this Article VIII and such
other provisions.  References to Sections
are references to sections in the Plan, unless otherwise provided.


 


8.1.                              Salary
Deferral Elections.


 


(a)                                  General Rule. 
Effective as of 1 January 2005, a Participant’s salary deferral
allocation for a calendar year shall be determined, subject to Section 8.1(b),
pursuant to such Participant’s salary deferral agreement in effect under the
SIP as of 31 December of the preceding calendar year; provided, however,
that the salary deferral election under the Plan shall not exceed 6% of the
Participant’s compensation.  Changes by a
Participant during a calendar year to his salary deferral agreement under the
SIP shall have no effect on such Participant’s salary deferral allocation under
the Plan for such calendar year.


 


(b)                                 Exceptions.  Notwithstanding anything to
the contrary in Section 8.1(a):


 


(i)                                     Effective as of 1 January 2005, a
Participant shall be permitted, through 15 March 2005, pursuant to Q&A
21 in Notice 2005-1 promulgated by the U.S. Treasury Department and the
Internal Revenue Service, to make a new salary deferral allocation election or
increase an existing salary deferral allocation with respect to amounts that
have not been paid or that have not become payable at the time of such
election; provided that, except as set forth in Section 8.1(b)(ii),
the Participant’s salary deferral agreement under the SIP in effect as of 15 March 2005
shall determine such Participant’s salary deferral allocations under the Plan
for the remainder of the 2005 calendar year; and provided  further
that such election with respect to the Plan shall not exceed 6% of the
Participant’s compensation and shall be in accordance with procedures
established by the Plan Administrator.


 


75





















 


(ii)                                  Effective as of 1 January 2005 through
31 December 2005, a Participant shall be permitted to prospectively reduce
or cancel his salary deferral allocation election.


 


(iii)                               Effective as of 1 January 2005, an Employee who becomes eligible
to participate in the Plan during a calendar year shall be permitted, subject to Section 409A, to participate in the Plan during the
calendar year in which he first becomes eligible; provided that he submits a salary deferral allocation election in
accordance with procedures established by the Plan Administrator by no later
than 30 days after the date on which he first becomes eligible.


 


(iv)                              Effective as of 1 January 2006, if a Participant receives a
distribution of a Hardship Withdrawal under Section 8.4(a) of the
SIP, his salary deferral allocations under the Plan shall cease and his
election under the Plan shall be cancelled. 
Following the applicable period of suspension of his salary deferral
agreement under the SIP pursuant to Section 8.4(ee) thereof, and at the
earliest date permitted under Section 409A, such Participant’s salary
deferral agreement under the SIP shall determine his salary deferral
allocations under the Plan; provided that the Participant’s salary
deferral agreement under the SIP in effect as of 31 December of any
calendar year shall determine such Participant’s salary deferral allocations
under the Plan for the next following calendar year; and provided  further
that such election with respect to the Plan shall not exceed 6% of the
Participant’s compensation.


 


8.2.                              Distributions for Separation from Service
Prior to 1 January 2006.


 


(a)                                  General Rule. 
Effective as of 1 January 2005, a Participant who incurs a
separation from service as defined in Section 409A (a “Separation of
Service”) on or prior to 31 December 2005 shall be permitted to elect,
pursuant to Sections 6.2 and 6.3 the time and form of distribution of his 409A
Account in accordance with procedures established by the Administrator; provided
that such election shall be made by no later than 31 December 2005.


 


(b)                                 No Election.  Effective as of 1 January 2005,
if a Participant described in this Section 8.2 does not make an election,
his 409A Account shall be paid in the form of a single lump sum one year after
the Participant’s Separation from Service.


 


8.3                                 Distributions for Separation from Service On
and After 1 January 2006.


 


(a)                                  Participants Retirement Eligible as of 31 December 2005.


 


(i)                                     Effective as of 1 December 2005,
a Participant who is retirement eligible as provided under the terms of the
John Deere Pension Plan for Salaried Employees (“Retirement Eligible”)
as of 31 December 2005 and incurs a Separation from Service on or after 1 January 2006
shall be permitted to 


 


76





















 


irrevocably elect,
subject to Section 8.3(d), the form of distribution for his Account,
pursuant to Section 6.3 and this Section 8.3(a), payable, at the
Participant’s election, either (A) six months and one day after his
Separation from Service, (B) one or more years after his Separation from Service or (C) on
a date specified by the Participant, provided that if such specified
date is a date prior to the Participant’s Separation from Service, then such specified date shall be disregarded
and the Account shall be distributed on the date that is six months and one day
after the Separation from Service. 
Elections pursuant to this Section 8.3(a)(i) shall be made by
no later than 31 December 2005 in accordance with procedures established
by the Administrator and shall provide that distribution of the Account shall
begin no later than 1 January of the calendar year following the calendar
year in which the Participant attains age 75.


 


(ii)                                  Effective as of 1 January 2006,
if a Participant described in Section 8.3(a)(i) does not make an
election, his Account shall be paid in accordance with Section 8.3(b).


 


(b)                                 Participants Retirement Eligible After 31 December 2005
and at Separation.  Effective as of 1 January 2006, the
Account of a Participant (i) who is not Retirement Eligible as of 31 December 2005
and (ii) whose Separation from Service occurs after 31 December 2005
and subsequent to the date on which he becomes Retirement Eligible shall be
paid in five annual installments.  The
amount and timing of each annual installment shall be determined as follows:


 


(A)                              The initial annual installment shall be an amount that is substantially
equal to one-fifth of the value of the Participant’s Account determined as of
the last valuation date of the month immediately preceding the first
anniversary of the Participant’s Separation from Service occurs and shall be
paid on the first anniversary of the Separation from Service.


 


(B)                                The second annual installment shall be an amount that is substantially
equal to one-fourth of the value of the Participant’s Account determined as of
the last valuation date of the month immediately preceding the second
anniversary of the Participant’s Separation from Service occurs and shall be
paid on the second anniversary of the Separation from Service.


 


(C)                                The third annual installment shall be an amount that is substantially
equal to one-third of the value of the Participant’s Account determined as of
the last valuation date of the month immediately preceding the third
anniversary of the Participant’s Separation from Service occurs and shall be
paid on the third anniversary of the Separation from Service.


 


(D)                               The fourth annual installment shall be an amount that is substantially
equal to one-half of the value of the Participant’s Account determined as of
the last valuation date of the month immediately preceding the fourth 


 


77





















 


anniversary of the Participant’s Separation
from Service occurs and shall be paid on the fourth anniversary of the
Separation from Service.


 


(E)                                 The fifth annual installment shall be an
amount that is equal to the entire remaining balance in the Participant’s
Account determined as of the last valuation date of the month immediately
preceding the fifth anniversary of the Participant’s Separation from Service
occurs and shall be paid on the fifth anniversary of the Separation from
Service.


 


(c)                                  Participants Not Retirement Eligible When
Separated.  Effective as of 1 January 2006, the
Account of a Participant (i) who is not Retirement Eligible as of 31 December 2005,
and (ii) whose Separation from Service occurs after 31 December 2005
and prior to the date on which he becomes Retirement Eligible shall be paid in
a single lump sum on the first anniversary of such Participant’s Separation
from Service.


 


8.4                                 Death; Qualified Domestic Relations Orders.


 


(a)                                  Effective as of 1 January 2005. 
Effective as of 1 January 2005, upon the death of a Participant,
his Account shall be paid as soon as administratively feasible to his beneficiaries.  Effective as of 1 January 2005, the
amount payable to an alternate payee in a domestic relations order shall be
paid as soon as administratively feasible after the order is determined to be
qualified.


 


(b)                                 Effective as of 1 January 2006. 
Effective as of 1 January 2006, upon the death of a Participant,
his Account shall be paid to his beneficiaries as soon as administratively feasible after the date of death.  Effective as of 1 January 2006, the
amount payable to an alternate payee in a domestic relations order shall be
paid as soon as administratively feasible after the order is determined to be
qualified.


 


(c)                                  Form of Payment.  All
payments pursuant to this Section 8.4 shall be   made in the form of a single lump sum.


 


8.5                                 Long Term Disability.  Effective
as of 1 January 2006, a Participant on Long Term Disability who has not
commenced distribution of his 409A Account shall receive a distribution of his
409A Account paid in accordance with Section 8.3(b) beginning on his
65th birthday.


 


8.6                                 Provisions Generally Effective 1 January 2005. 
Notwithstanding anything in this Article VIII to the contrary,
effective, unless otherwise provided, as of 1 January 2005 with respect to
the 409A Account of a Participant and 1 January 2006 with respect to the
Account:


 


(a)                                  No Other Elections. 
Except as set forth in Section 8.2 or Section 8.3(a)(i),
effective as of 31 December 2005, no Participant, including, without
limitation, a Participant who is Retirement Eligible as of 31 December 2005,
shall be permitted to make a distribution election.


 


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(b)                                 Timing of Distributions. 
Distribution in calendar year 2005 of a Participant’s 409A Account and
in calendar year 2006 and later of the Participant’s Account shall be made as
soon as administratively practicable after the date set forth in this Article VIII
applicable to such distribution and, effective as of 1 October 2005, no
later than the time required by Section 409A.


 


(c)                                  Timing of Elections. 
Except as otherwise provided in Section 8.6(d), to the extent that
any Participant makes a payment election with respect to all or a portion of
the amounts previously deferred that are subject to Section 409A, such
election shall be deemed to be pursuant to Q&A 19(c) in Notice 2005-1
promulgated by the U.S. Treasury Department and the Internal Revenue Service.


 


(d)                                 Termination of Participation; Cancellation of
Deferral.  To the extent that a Participant receives in
the 2005 calendar year a distribution of all, or any portion, of his 409A
Account or prospectively cancels or reduces in the 2005 calendar year all or
any portion of his salary deferral allocation under the SIP, as the case may
be, such distribution or cancellation shall be deemed a whole or partial (as
the case may be) (i) termination of such Participant’s 409A Account or (ii) cancellation
of such Participant’s deferral election under the Plan, each pursuant to
Q&A 20(a) of Notice 2005-1 promulgated by the U.S. Treasury Department
and the Internal Revenue Service.


 


(e)                                  Six-Month Delay. 
Distribution in 2005 of a Participant’s 409A Account and distribution in
2006 of a Participant’s Account shall be made in accordance with the provisions
of Section 409A and, to the extent that such payments are issued in
connection with a Participant’s Separation from Service for any reason other
than death, such payment shall be delayed for six months and one day to the
extent the Administrator determines that such delay is necessary to avoid the
imposition on any Participant of additional taxes or interest under Section 409A.


 


(f)                                    Amendments and Modifications.  The
Vice President, Human Resources and any successor thereof of the Company shall
have the unilateral right to amend or modify the Plan, any Participant
elections under the Plan and the time and manner of any payment of benefits
under the Plan in accordance with Section 409A, in each case, without the
consent of any employee or Participant, to the extent that the Vice President,
Human Resources and any successor thereof deems such action to be necessary or
advisable to avoid the imposition on any Participant of an additional tax or
interest under Section 409A.  Any
determinations of the Vice President, Human Resources or the successor thereof
pursuant to this Section 8.6(f) shall be final, conclusive and
binding on all parties.”


 


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