COPY OF COMPANY'S DEFERRED COMPENSATION PLAN



 




Exhibit 10.3




ROCKWELL AUTOMATION DEFERRED
COMPENSATION PLAN




     The purpose of this Plan is to provide certain specified benefits to a select
group of management and highly compensated employees who contribute materially
to the continued growth, development and future business success of Rockwell
International Corporation and its affiliates. This Plan is unfunded for tax
purposes and for purposes of Title I of ERISA.




     This Plan is effective as of June 29, 2001. Effective as of June 29, 2001, all
liabilities in respect of the Rockwell Automation Participants (as defined in
the Employee Matters Agreement) under the Rockwell International Corporation
Deferred Compensation Plan accrued through June 29, 2001 were transferred to
and assumed by this Plan.




ARTICLE I: DEFINITIONS




     1.010 Account means one of the accounts established for the purpose of
measuring and determining a Participant’s interest in this Plan, such accounts
being the Participant’s Deferral Account and Company Match Account.




     1.020 Account Balance means, with respect to each Participant, an account in
the records of the Company equal to the sum of the Participant’s:




     (a) Deferral Account balance, and




     (b) Company Match Account balance.




     The Account Balance (and each underlying balance making up such Account
Balance) is a bookkeeping entry only and will be utilized solely as a device
for the measurement and determination of the amounts to be paid to a
Participant, or his designated Beneficiary, pursuant to this Plan.




     1.030 Affiliate means:




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




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





 








 




     (c) any other company deemed to be an Affiliate by the Company’s Board of
Directors.




     1.040 Annual Company Match Amount for any Plan Year means the amount determined
in accordance with Section 3.030.




     1.050 Annual Deferral Amount means that portion of a Participant’s Base Annual
Salary and/or Incentive Compensation which a Participant elects to have
deferred, in accordance with Article III, for any one Plan Year. In the event
of a Participant’s Retirement, Disability (if deferrals cease in accordance
with Section 9.020), death or a Termination of Employment prior to the end of a
Plan Year, such year’s Annual Deferral Amount will be the actual amount
withheld prior to such event.




     1.060 Annual Installment Method means a benefit payment method involving a
series of annual installment payments over the number of years selected by the
Participant in accordance with this Plan, which will be calculated in the
manner set forth in this Section. The Account Balance of the Participant will
be determined as of the close of business on the last business day of the
calendar year. The annual installment will be calculated by multiplying this
balance by a fraction, the numerator of which is one (1), and the denominator
of which is the remaining number of annual payments due the Participant. (By
way of example, if a Participant were to elect a 10-year payment under the
Annual Installment Method, the first payment would be one-tenth (1/10) of the
Account Balance, calculated as described in this definition. The following
year, the payment would be one-ninth (1/9) of the Account Balance, calculated
as described in this definition.) Each annual installment will be paid within
the first sixty (60) days of the calendar year following the applicable year.




     1.070 Base Annual Salary means the annual cash compensation relating to
services performed during any calendar year, whether or not paid in such
calendar year or included on the Federal Income Tax Form W-2 for such calendar
year, excluding bonuses, commissions, overtime, fringe benefits, stock options,
relocation expenses, incentive payments, non-monetary awards, directors fees
and other fees, automobile and other allowances (whether or not such allowances
are included in the Employee’s gross income) paid to a Participant for
employment services rendered. Base Annual Salary will be calculated before
reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or non-qualified plans of the Company or
any Affiliate and will be calculated to include amounts not otherwise included
in the Participant’s gross income under Code §125, 402(e)(3), 402(h), or
403(b), pursuant to plans established by the Company or an Affiliate; provided,
however, that all such amounts will be included in compensation only to the
extent that, had there been no such plan, the amount would have been payable in
cash to the Participant.




     1.080 Beneficiary means one or more persons, trusts, estates or other entities,
designated in accordance with Article X who or which are entitled to receive
benefits under this Plan upon the death of a Participant.





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     1.090 Beneficiary Designation Form means the form established from time to time
by the Committee or its delegate that a Participant completes, signs and
returns to the Committee or its delegate, in order to designate one or more
Beneficiaries.




     1.100 Board of Directors means the Company’s Board of Directors.




     1.110 Change of Control means any of the following occurring at any time after
June 29, 2001:




     (a) The acquisition by any individual, entity or group (within
the meaning of §13(d)(3) or §14(d)(2) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) (a “Person”) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (1) the then outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (2) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (w) any acquisition
directly from the Company, (x) any acquisition by the Company, (y) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company, Rockwell or any corporation controlled by the
Company or Rockwell or (z) any acquisition pursuant to a transaction which
complies with clauses (1), (2) and (3) of subsection (c) of this Section 1.110;
or




     (b) Individuals who, as of September 2, 1998, constitute the Board of
Directors of the Company (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board of Directors; provided, however,
that any individual becoming a director subsequent to that date whose election,
or nomination for election by the Company’s shareowners, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board of Directors; or




     (c) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or the
acquisition of assets of another entity
(a “Company Transaction”), in each case, unless, following such Company
Transaction, (1) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Company Transaction beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Company Transaction (including,
without limitation, a corporation which as a result of such transaction owns
the





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Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Company Transaction of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (2) no Person (excluding any employee benefit plan (or related
trust) of the Company, of Rockwell or of such corporation resulting from such
Company Transaction) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the Company
corporation from such Company Transaction or the combined voting power of the
then outstanding voting securities of such corporation except to the extent
that such ownership existed prior to the Company Transaction and (3) at least a
majority of the members of the board of directors of the corporation resulting
from such Company Transaction were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Company Transaction; or




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




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




     1.130 Committee means the Compensation and Management Development Committee of
the Board of Directors.




     1.140 Company means Rockwell Automation, Inc., a Delaware corporation and its
predecessor, Rockwell International Corporation.




     1.150 Company Match Account means:




     (a) the sum of all of a Participant’s Annual Company Match Amounts,




     (b) adjusted by amounts credited or debited (gains or losses) thereto, in
accordance with the provisions of Section 4.020(b), as such provisions
relate to such Company Match Account, and




     (c) reduced by any amount debited thereon equal to the amount of all
distributions made to the Participant or his Beneficiary pursuant to this
Plan which are related to such Company Match Account.




     1.160 Deduction Limitation means the following described limitation on a
benefit that may otherwise be distributable pursuant to the provisions of this
Plan. Except as otherwise provided, this limitation will be applied to all
distributions that are “subject to the Deduction Limitation” under this Plan.
If the Company determines in good faith prior to a Change of Control that there
is a reasonable likelihood that any compensation paid to a Participant for a
taxable year of the Company would not be deductible by the Company solely by
reason of the limitation under Code §162(m), then, to the extent deemed
necessary by the Company to ensure that the entire amount of any distribution
to the Participant pursuant to this Plan prior to the Change of Control is
deductible, the





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Company may defer all or any portion of a distribution under
this Plan. Any amounts deferred pursuant to this limitation will continue to be
credited/debited with additional amounts in accordance with Section 4.020(b),
even if such amount is being paid out in installments. The amounts so deferred
and amounts credited thereon will be distributed to the Participant or his
Beneficiary (in the event of the Participant’s death) at the earliest possible
date, as determined in good faith by the Company, on which the deductibility of
compensation paid or payable to the Participant for the taxable year of the
Company during which the distribution is made will not be limited by §162(m),
or if earlier, the effective date of a Change of Control. Notwithstanding
anything to the contrary in this Plan, the Deduction Limitation will not apply
to any distributions made after a Change of Control.




     1.170 Deferral Election means an election made pursuant to Article III by a
Participant to defer receipt of a part of his Base Annual Salary or to defer
receipt of all or a part of his Incentive Compensation.




     1.180 Deferral Election Form means the form established from time to time by
the Committee or its delegate that a Participant completes, signs and returns
to the Committee or its delegate to make a Deferral Election pursuant to
Article III, in order to defer receipt of a part of his Base Annual Salary or
to defer receipt of all or a part of his Incentive Compensation.




     1.190 Determination Date which only has applicability with respect to the
provisions of Appendix A of this Plan, as such appendix applies to the
interests of individuals who were participants in a Predecessor Plan and as it
defines the value from time to time of amounts deferred under such Predecessor
Plans prior to the Effective Date, means the last day of each calendar year
quarter (i.e., March 31st, June 30th,
September 30th and December 31st).




     1.200 Disability means a period of disability during which a Participant
qualifies for permanent disability benefits under the Company’s or an
Affiliate’s long-term disability plan, or, if a Participant does not
participate in such a plan, a period of disability during which the Participant
would have qualified for permanent disability benefits, if the Participant had
been a participant in such a plan, as determined. If the Company and its
Affiliates do not sponsor such a plan, or if they should discontinue sponsoring
such a plan, Disability shall be determined by the Committee or its delegate.




     1.210 Effective Date means June 1, 2000 for this Plan.




     1.220 Eligible Employee means any Employee who is employed in the United States
by the Company or an Affiliate and whose Base Annual Salary as of the beginning
of a Plan Year is equal to or greater than One Hundred Thousand Dollars
($100,000.00) and who is a Rockwell Automation Participant (as defined in the
Employee Matters Agreement).




     1.230 Employee means any person who is employed by the Company or by an
Affiliate.





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     1.240 Employee Matters Agreement means the Employee Matters Agreement dated as
of June 29, 2001 by and among Rockwell International Corporation, New Rockwell
Corporation, Inc. and Rockwell Scientific Company LLC.




     1.250 ERISA means the Employee Retirement Income Security Act of 1974, as from
time to time amended.




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




     1.270 Incentive Compensation means any award payable to a Participant under an
Incentive Compensation Plan sponsored by the Company or an Affiliate which, but
for a Deferral Election under the Plan, would be paid to the Participant and
considered to be “wages” for purposes of United States federal income tax
withholding.




     1.280 Incentive Compensation Deferral means a deferral by a Participant of part
or all of his Incentive Compensation otherwise payable to him with respect to a
particular fiscal year of the Company.




     1.290 Incentive Compensation Deferral Account means:




     (a) the sum of all of a Participant’s Incentive Compensation Deferrals,




     (b) adjusted by amounts credited or debited (gains or losses) thereto, in
accordance with the provisions of Section 4.020(b) which are related to
such Incentive Compensation Deferral Account, and




     (c) reduced by any amount debited thereon equal to the amount of all
distributions made to the Participant or his Beneficiary pursuant to this
Plan which are related to such Incentive Compensation Deferral Account.




     1.300 Interest Rate. One-twelfth of the annual interest rate for quarterly
compounding that is one hundred and twenty percent (120%) of the “applicable
Federal long-term rate” determined by the Secretary of the Treasury pursuant to
Code §1274(d), or any successor provision, as applicable for each of the months
in the three-month period ending on the last day of each calendar year
quarter.




     1.310 Measurement Funds means the investment vehicles offered under this Plan
which are identified and described in Appendix B, each of whose purpose is to
mirror, to the greatest extent reasonably possible, the investment performance
of a particular benchmark mutual fund sponsored and offered by Fidelity
Investments, each of which benchmark mutual funds is also described in the said
Appendix B.




     1.320 Named Fiduciary means the Committee, its delegates, the Trustee and,
following the occurrence of a Change of Control, the third-party fiduciary
described in Section 13.020 of this Plan.




     1.330 Non-Qualified Savings Plan means the Rockwell Automation Non-Qualified
Savings Plan, as amended from time to time.





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     1.340 Participant means an Eligible Employee:




     (a) who elects to participate in the Plan;




     (b) who signs a Participation Agreement Form and a Beneficiary Designation
Form;




     (c) whose signed Participation Agreement Form and Beneficiary Designation
Form are accepted by the Committee or its delegate;




     (d) who commences participation in the Plan; and




     (e) who has not elected to terminate participation in the Plan.




     A spouse or former spouse of a Participant will not be treated as a Participant
in the Plan or have an Account Balance under the Plan, even if the spouse or
former spouse has an interest in the Participant’s benefits under the Plan as a
result of applicable law or property settlements resulting from legal
separation or divorce.




     Notwithstanding any other provision of this Plan to the contrary, no Eligible
Employee or any other person, individual or entity shall become a Participant
in this Plan on or after the day on which a Change of Control occurs.




     1.350 Participation Agreement means a written agreement, as may be amended from
time to time, which is provided by an Eligible Employee or Participant to
Committee or its delegate and is then accepted and approved by the said
Committee or delegate. Each such Participation Agreement will provide for the
entire benefit to which such Participant is entitled under the Plan. The
Participation Agreement bearing the latest date of acceptance by the Committee
or its delegate will supersede all previous such Participation Agreements in
their entirety and will govern the Eligible Employee’s or Participant’s
entitlement to benefits hereunder. The terms of any such Participation
Agreement may be different for a particular Participant and may provide
additional benefits not set forth in the Plan or may limit the benefits
otherwise provided under the Plan; provided, however, that any such additional
benefits or benefit limitations must be agreed to by both the Committee or its
delegate and the Participant.




     1.360 Plan means this Rockwell Automation Deferred Compensation Plan, which is
evidenced by this instrument and by the forms associated with the said
instrument, as they may be amended from time to time.




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




     1.380 Predecessor Plan means the deferred compensation arrangements (namely the
Rockwell International Corporation Deferred Compensation Plan and the
Allen-Bradley Company, Inc. Deferred Compensation Plan) which were in effect
and applicable to certain of the Participants hereunder immediately prior to
the Effective Date of this Plan, as such arrangements were administered during
the period preceding such Effective Date, it being specifically understood and
herein provided that such Predecessor Plans





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form parts of this Plan. To the extent a Predecessor Plan remains in effect with respect to a Participant, it
will be governed by the terms of this Plan, except as otherwise provided in
Appendix A.




     1.390 Pre-Retirement Survivor Benefit means the benefit set forth in Article
VII.




     1.400 Qualified Savings Plan means the Rockwell Automation Salaried Savings
Plan, as amended from time to time.




     1.410
Retirement, Retire(s) or Retired means, with respect to an Employee,
severance from employment with the Company and all of its Affiliates for any
reason other than a leave of absence, death or Disability on or after the
attainment of his normal retirement or early retirement age.




     1.420 Retirement Benefit means the benefit set forth in Article VI.




     1.430 Salary Deferral Account means:




     (a) the sum of all of a Participant’s Annual Salary Deferral Amounts,




     (b) adjusted by amounts credited or debited (gains or losses) thereto, in
accordance with the provisions of Section 4.020(b), as such provisions
relate to such Salary Deferral Account, and




     (c) reduced by any amount debited thereon equal to the amount of all
distributions made to the Participant or his Beneficiary pursuant to this
Plan which are related to such Salary Deferral Account.




     1.440 Short-Term Payout means the payout set forth in Section 5.010 of the
Plan.




     1.450 Termination Benefit means the benefit set forth in Article VIII.




     1.460 Termination of Employment means the severing of a Participant’s
employment with the Company and all Affiliates, voluntarily or involuntarily,
for any reason other than Retirement, Disability, death or an authorized leave
of absence.




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




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




     1.490 Trustee means Wells Fargo Bank N.A., or any successor trustee of the
Trust described in Section 1.480 of this Plan.





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     1.500 Unforeseeable Financial Emergency means an unanticipated emergency that
is caused by an event beyond the control of the Participant which would result
in severe financial hardship to the Participant and which itself results from:




     (a) a sudden and unexpected illness or accident of the Participant or a
dependent of the Participant,




     (b) a loss of the Participant’s property due to casualty, or




     (c) such other extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, all as determined
in the discretion of the Committee or its delegate.




ARTICLE II: PARTICIPATION




     2.010 Select Group Defined. Since participation in the Plan is intended to be
limited to a select group of management and highly compensated Employees, the
Plan is only available to Eligible Employees of the Company and its Affiliates.




     2.020 Commencement of Participation. As a condition to initial participation
in this Plan, each Eligible Employee who wishes to participate in the Plan will
be required to complete, execute and return to the Committee or its delegate a
Participation Agreement Form and a Beneficiary Designation Form.




     (a) In the case of such an Eligible Employee’s initial election to become a
Participant in a particular Plan Year, such documentation must be provided
by the Eligible Employee to the Committee or its delegate within sixty
(60) days following his being notified of his status as an Eligible
Employee.




     (b) If an Eligible Employee has met all enrollment requirements set forth in
this Plan and required by the Committee or its delegate (including
returning all required documents to the Committee or its delegate) in the
time frames described in the above subsections, that the Eligible Employee
will become a Plan Participant on the first day of the month following the
month in which he completes all such enrollment requirements, except that,
if an individual becomes an Eligible Employee during the last three months
of a calendar year, that Eligible Employee will become a Plan Participant
on the first day of the next calendar year.




     If an Eligible Employee fails to meet all such requirements within the period
required, in accordance with subsection (a) of this Section, that Eligible
Employee will not be entitled to participate in the Plan until the first day of
a subsequent Plan Year following the delivery to and acceptance by the
Committee or its delegate of the required documents. In addition, the
Committee or its delegate will establish from time to time such other
enrollment requirements as it determines in its sole discretion are necessary.





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     2.030 Termination of Participation and/or Deferrals. If the Committee or its
delegate determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees, as
membership in such group is determined in accordance with ERISA §§201(2),
301(a)(3) and 401(a)(1), the Committee will have the right, in its sole
discretion, to:




     (a) terminate any deferral election the Participant has made for the
remainder of the Plan Year in which the Participant’s membership status
changes,




     (b) prevent the Participant from making future deferral elections and/or




     (c) immediately distribute the Participant’s then Account Balance as a
Termination Benefit and terminate the Participant’s participation in the
Plan.




ARTICLE III: DEFERRAL AND COMPANY MATCH CREDITS




     3.010 Base Annual Salary Deferral. Each Plan Participant will be permitted to
make an irrevocable election to defer (such Deferral Election to be made in
whole percentages) receipt of an amount equal to one percent (1%) through fifty
percent (50%) of his Base Annual Salary.




     (a) If an Eligible Employee first becomes a Participant after the first day
of a Plan Year, the Base Annual Salary Deferral will be for an amount
equal to the percentage set forth above, multiplied by a fraction, the
numerator of which is the number of complete months remaining in the Plan
Year and the denominator of which is twelve (12), with the effect that the
Participant’s deferred Base Annual Salary would be limited to the amount
of salary not yet earned by the Participant as of the date the Participant
submits a Participation Agreement Form to the Company or an Affiliate for
acceptance.




     (b) For each succeeding Plan Year, a Participant, will be permitted, in his
sole discretion, to make a similar irrevocable election for the following
Plan Year (and such other elections as the Committee or its delegate deems
necessary or desirable) and must deliver such Deferral Election to the
Company or an Affiliate on a new Deferral Election Form before December
1st of the Plan Year immediately preceding the Plan Year for which the
deferral is intended. If no such Deferral Election Form is timely
delivered for a Plan Year, the Annual Deferral Amount will be zero for
that Plan Year.




     (c) During each Plan Year, the Base Annual Salary Deferral Amount will be
withheld from each regularly scheduled Base Annual Salary payroll in equal
amounts, as adjusted from time to time for increases and decreases in Base
Annual Salary.




     3.020 Incentive Compensation Deferral. In addition to the Base Annual Salary
deferral described in the preceding Section, each Participant will be permitted
to irrevocably elect to defer receipt of an amount equal to one percent (1%)
through one hundred percent (100%), such Deferral Election to be made in whole
percentages, of





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the amount of any Incentive Compensation which he might be
awarded. In general, such Deferral Election will be made on a Deferral
Election Form and will apply to Incentive Compensation to which the Participant
might be entitled for the fiscal year immediately following such Deferral
Election.




     The Incentive Compensation Deferral Amount will be withheld at the time the
said Incentive Compensation are or otherwise would be paid to the Participant,
whether or not this occurs during the Plan Year itself.




     3.030 Annual Company Match Amount. A Participant’s Annual Company Match Amount
for any Plan Year will be equal to the amount that the Company would have
contributed to the Participant’s account in the Qualified Savings Plan as a
matching contribution or other employer contribution to that Plan or would have
credited to such Participant’s account in the Non-Qualified Savings Plan as a
matching credit or other similar credit, but for the fact that the Participant
elected to defer Base Annual Salary pursuant to the provisions of Section 3.010
of this Plan. The Annual Company Match Amount which is attributable to a
Participant’s Annual Salary Deferral Amount for a particular Plan Year will be
calculated in the first month of the immediately succeeding Plan Year and will
be credited to the Participant’s Company Match Account no later than January
31st of such succeeding Plan Year.




     (a) In the event of a Participant’s Retirement or death, the Participant’s
Company Match Account will be credited with the Annual Company Match
Amount for the Plan Year in which he Retires or dies.




     (b) If a Participant is not employed by the Company or an Affiliate as of the
last day of a Plan Year for any reason other than the Participant’s
Retirement or death, the Annual Company Match Amount for such Plan Year
will be zero.




ARTICLE IV: PLAN ACCOUNTS




     4.010 Vesting.




     (a) A Participant will have a one hundred percent (100%) vested interest in
his Deferral Account and in his Company Match Account.




     (b) Notwithstanding anything to the contrary contained in this Plan from time
to time, in the event of a Change of Control, a Participant’s Deferral
Account, Company
Match Account and any other interest of his under this Plan at the time
of the occurrence of the Change of Control will remain one hundred
percent (100%) vested, if such interest is already 100% vested at that
time and, if such interest is not one hundred percent (100%) vested at
that time, will immediately become one hundred (100%) vested.




     4.020 Crediting/Debiting of Account Balances. In accordance with, and subject
to, the rules and procedures that are established from time to time by the
Committee or its delegate, in its sole discretion, amounts will be credited or
debited to a Participant’s





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Account Balance in the manner set forth in the
provisions of this Section; provided, however, that the said provisions will
apply individually to, and be administered separately for, on the one hand, the
Participant’s Salary Deferral and Company Match Accounts and, on the other
hand, his Incentive Compensation Deferral Account, with the intention that that
the Participant will be permitted to make separate elections with respect to
each.




     (a)
Allocation to Measurement Funds. A Participant, in connection with his
initial Deferral Election in accordance with Section 3.010 or 3.020 above,
will be permitted to also elect to have one or more Measurement Funds used
to determine the amounts to be credited to his Account Balance and his
election will continue to be in effect thereafter, unless it should be
changed in accordance with subsection (c).




     (b)
Crediting or Debiting Method. The performance (either positive or
negative) of each elected Measurement Fund will be determined by the
Committee or its delegate, based on the performance of the Measurement
Funds themselves. A Participant’s Account Balance will be credited or
debited on a daily basis based on the performance of each Measurement Fund
selected by the Participant, as determined by the Committee or its
delegate in its sole discretion, as though:




     (1) a Participant’s Account Balance were actually invested in the
Measurement Fund(s) selected by the Participant as of the close of
business on any business day, at the closing price on that day;




     (2) the portion of the Annual Deferral Amount that was actually
deferred during any calendar quarter were invested in the
Measurement Fund(s) selected by the Participant, in the percentages
applicable on such day, no later than the close of business on the
first business day after the day on which such amounts are actually
deferred from the Participant’s Base Annual Salary through
reductions in his payroll, at the closing price on such date; and




     (3) any distribution made to a Participant that decreases such
Participant’s Account Balance ceased being invested in the
Measurement Fund(s), in the applicable percentages, no earlier than
one business day prior to the distribution, at the closing price on
such date.




     (c)
Transfers among Measurement Funds. The Participant will be permitted to
change, on a daily basis, any previous Measurement Fund election or elections
he has made with regard to his Account Balance. The elections and changes to
such elections which a Participant makes pursuant to this subsection will be
made by means of any method (including any available telephonic or electronic
method which is acceptable to the Committee or its delegate at the time the
election or change is made by the Participant), and may be made at any time and
will be effective as of the New York Stock Exchange closing immediately
following the making of that election or change; provided, however, if it is
determined by the Committee or its delegate that an





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     investment election made by
a Participant is invalid or defective, the Participant’s election, until duly
corrected by him, will be deemed to have been made in favor of whatever
short-term, money market vehicle is available under the Plan at that time.




     (d) No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are to be used
for measurement purposes only, and a Participant’s election of any such
Measurement Fund, the allocation to his Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Account Balance will not be considered or construed in any
manner as an actual investment of his Account Balance in any such Measurement
Fund. In the event that the Company or the Trustee, in its own discretion,
decides to invest funds in any or all of the Measurement Funds, no Participant
will have any rights in or to such investments themselves. Without limiting
the foregoing, a Participant’s Account Balance will at all times be a
bookkeeping entry only and will not represent any investment made on his behalf
by the Company or the Trust. The Participant will at all times remain an
unsecured creditor of the Company.




     (e) Company Reservation of Rights. Consistent with the preceding sentence,
nothing to the contrary in this Plan or any of its forms or communication
material, nor in any document associated with the Trust, should be interpreted
or understood to provide Participants or their Beneficiaries with any current,
direct rights with respect to the assets held by the Trustee in the Trust.




     4.030 Amounts Credited Pursuant to Predecessor Plans. Notwithstanding the
provisions of Section 4.020, in the case of amounts which were credited to any
Predecessor Plan prior to the Effective Date as incentive compensation plan
deferrals, such amounts will be separately accounted for hereunder and will
continue to be adjusted and administered (specifically including application,
on a quarterly basis, of the Interest Rate to a Participant’s account in such
Predecessor Plan) in the manner previously in effect under such Predecessor
Plan and as set forth in Appendix A; provided, however, that, unless otherwise
provided in the said Appendix A, administration of such Predecessor Plan
deferrals will be in accordance with the provisions of this Plan as they apply
to amounts deferred after the Effective Date.




     4.040 FICA and Other Taxes.




     (a) Annual Deferral Amounts. For each Plan Year in which an Annual Deferral
Amount is being withheld from a Participant, the Company or any Affiliate
employing the Participant will withhold from that portion of the Participant’s
Base Annual Salary and Incentive Compensation which is not being deferred the
Participant’s share of FICA and other employment taxes on such Annual Deferral
Amount.




     (b) Company Match Amounts. When a participant becomes vested in a portion of
his Company Match Account, the Company or any Affiliate employing the
Participant will withhold from the Participant’s Base Annual Salary and/or
Incentive compensation that is not deferred the Participant’s share of FICA and
other employment taxes.





13








 



     (c) Distributions. The Company or any Affiliate employing the Participant, or
the Trustee of the Trust, will withhold from any payments made to a Participant
under this Plan all federal, state and local income, employment and other taxes
required to be withheld in connection with such payments, in amounts and in a
manner to be determined in the sole discretion of the Company and the trustee
of the Trust.




ARTICLE V: SHORT-TERM PAYOUTS AND WITHDRAWALS




     5.010 Short-Term Payouts. In connection with each election to defer an Annual
Deferral Amount, a Participant may irrevocably elect to receive a future
Short-Term Payout from the Plan with respect to such Annual Deferral Amount.




     (a) Subject to the Deduction Limitation, the said Short-Term Payout will be a
lump sum payment in an amount that is equal to the Annual Deferral Amount,
as adjusted for amounts credited or debited in the manner provided in
Section 4.020 on that amount, determined at the time that the Short-Term
Payout becomes payable (rather than at the date of a Termination of
Employment).




     (b) Subject to the Deduction Limitation and the other terms and conditions of
this Plan, each Short-Term Payout elected will be paid out during a sixty
(60) day period commencing immediately after the last day of any Plan Year
designated by the Participant that is at least three Plan Years after the
Plan Year in which the Annual Deferral Amount is actually deferred. By
way of example, if a three-year Short-Term Payout is elected for Annual
Deferral Amounts that are deferred in the Plan Year commencing January 1,
2001, the three-year Short-Term Payout would become payable during a sixty
(60) day period commencing January 1, 2005.




     (c) Should an event occur that triggers a benefit under Article VI or VII,
any Annual Deferral Amount, plus amounts credited or debited thereon, that
is subject to a Short-Term Payout election under this Section will not be
paid in accordance
with this Section, but will instead be paid in accordance with the other
applicable Article.




     (d) Notwithstanding any other provision in this Plan to the contrary, the
Short-Term Payout described in this Section will only be available with
respect to Annual Deferral Amounts which are deferred after the Effective
Date and will specifically not be available to amounts which were deferred
by a Participant pursuant to the provisions of a Predecessor Plan.




     5.020 Withdrawal for Unforeseeable Financial Emergencies. In the event that
any Participant should encounter an Unforeseeable Financial Emergency, such
Participant may:




     (a) petition the Committee or its delegate to suspend any deferrals required
to be made on his behalf, and/or





14








 



     (b) petition the Committee or its delegate to permit him to receive a partial
or full payout from the Plan. Such a payout will not exceed the lesser of
—




     (1) the Participant’s Account Balance, calculated as if the
Participant were receiving a Termination Benefit, or




     (2) the amount reasonably needed to satisfy the Unforeseeable
Financial Emergency.




     If, subject to the sole discretion of the Committee or its delegate, the
petition for a suspension and/or payout is approved, suspension will take
effect on the date of approval and any payout will be made within sixty (60)
days of the date of approval. The payment of any amount under this Section
will not be subject to the Deduction Limitation.




     5.030 Withdrawal Election. A Participant (or, after a Participant’s death, the
Participant’s Beneficiary) may elect, at any time, to withdraw some or all of
the Participant’s Account Balance, even though the Participant (or the
Participant’s Beneficiary) has not encountered an Unforeseeable Financial
Emergency at the time of such withdrawal, but the withdrawal will be subject to
the provisions of this Section.




     (a) The amount of the withdrawal will be subject to imposition of a
withdrawal penalty equal to ten percent (10%) of such amount (the net
amount being referred to in this Section as the “Withdrawal Amount”).




     (b) Such an election may be made at any time, before or after the
Participant’s Retirement, Disability, death or Termination of Employment,
and whether or not the Participant (or Beneficiary) is in the process of
being paid pursuant to an installment payment schedule.




     The Participant (or his Beneficiary) will be required to make this election by
giving the Committee or its delegate advance written notice of the election in
a form determined from time to time by the Committee or its delegate. The
Participant (or his Beneficiary) will be paid the Withdrawal Amount within
sixty (60) days of his election. Once a Withdrawal Amount has been paid, the
Participant’s participation in the Plan will be suspended and the Participant
will not be eligible to elect Base Annual Salary Deferrals and Incentive
Compensation Deferrals, nor will he be eligible to have Annual Company Match
Amounts credited to his Company Match Account, during the three-year period
immediately following payment of the Withdrawal amount; provided, however, that
such Participant will be eligible to have a pro rata portion of the Company
Match Amount attributable to the portion of the Plan Year immediately prior to
such a withdrawal credited to his Company Match Account. The payment of this
Withdrawal Amount will not be subject to the Deduction Limitation.





15








 



ARTICLE VI: RETIREMENT BENEFITS




     6.010 Retirement Benefit. Subject to the Deduction Limitation, a Participant
who Retires will receive, as a Retirement Benefit, his Account Balance.




     6.020 Payment of Retirement Benefit. A Participant, in connection with his
commencement of participation in the Plan, may elect in his Participation
Agreement to receive the Retirement Benefit in a lump sum or pursuant to an
Annual Installment Method of periods of from two (2) through fifteen (15)
years. The Participant may change any election he has previously made to a
different payout period permitted hereunder, but only one such a change may be
made with respect to any single election. Such change will be accomplished by
the Participant submitting a new Participation Agreement to the Committee or
its delegate, but such change will not be valid, unless it has been submitted
by the Participant and accepted by the Committee or its delegate (in the
Committee’s or delegate’s discretion) at least one (1) year prior to the
Participant’s Retirement. The Participation Agreement most recently accepted
by the Committee or its delegate shall govern the payout of the Retirement
Benefit. If a Participant does not make any election with respect to the
payment of the Retirement Benefit, then such benefit shall be payable in a lump
sum. The lump sum payment shall be made, or installment payments shall
commence, no later than sixty (60) days after the last day of the Plan Year in
which the Participant Retires. Any payment made shall be subject to the
Deduction Limitation.




     6.030 Death Prior to Completion of Retirement Benefit. If a Participant dies
after Retirement but before the Retirement Benefit is paid in full, the
Participant’s unpaid Retirement Benefit payments shall continue and shall be
paid to the Participant’s Beneficiary:




     (a) over the remaining number of years and in the same amounts as that
benefit would have been paid to the Participant had the Participant
survived, or




     (b) in a lump sum, if requested by the Beneficiary and allowed in the sole
discretion of the Committee or its delegate, which is equal to the
Participant’s unpaid remaining Account Balance.




ARTICLE VII: PRE-RETIREMENT SURVIVOR BENEFIT




     7.010 Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation,
the Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit
equal to the Participant’s Account Balance if the Participant dies before he
Retires, experiences a Termination of Employment or suffers a Disability.




     7.020 Payment of Pre-Retirement Survivor Benefit. A Participant, in connection
with his commencement of participation in the Plan, may elect in his
Participation Agreement whether the Pre-Retirement Survivor Benefit should be
received by his Beneficiary in a lump sum or pursuant to an Annual Installment
Method of periods of





16








 


from 2 through 15 years. The Participant may annually
change this election to an allowable alternative payout period by submitting a
new Participation Agreement to the Committee or its delegate. The Beneficiary
Designation Form most recently filed with the Committee or its delegate prior
to the Participant’s death will govern the payout of the Participant’s
Pre-Retirement Survivor Benefit. If a Participant does not make any election
with respect to the payment of the Pre-Retirement Survivor Benefit, then such
benefit will be paid in a lump sum. Despite the foregoing, if the
Participant’s Account Balance at the time of his death is less than $25,000,
payment of the Pre-Retirement Survivor Benefit may be made, in the sole
discretion of the Committee or its delegate, in a lump sum or pursuant to an
Annual Installment Method of not more than five (5) years. The lump sum
payment will be made, or installment payments will commence, no later than
sixty (60) days after the last day of the Plan Year in which the Committee or
its delegate is provided with proof that is satisfactory to the Committee or
its delegate of the Participant’s death. Any payment made will be subject to
the Deduction Limitation.




ARTICLE VIII: TERMINATION BENEFIT




     8.010 Termination Benefit. Subject to the Deduction Limitation, the
Participant will receive a Termination Benefit, which will be equal to the
Participant’s Account Balance if a Participant experiences a Termination of
Employment prior to his Retirement, death or Disability.




     8.020 Payment of Termination Benefit. The form of payment of a Participant’s
Account Balance, if such payment is due to the Participation’s Termination of
Employment will in all cases be a lump sum.




ARTICLE IX: DISABILITY WAIVER AND BENEFIT




     9.010 Disability Waiver.




     (a) Waiver of Deferral. A Participant who is determined by the Committee or
its delegate to be suffering from a Disability will be excused from
fulfilling that portion of the Annual Deferral Amount commitment that
would otherwise have been withheld from his Base Annual Salary and/or
Incentive Compensation for the Plan Year during which he first suffers a
Disability. During the period of Disability, such Participant will not be
permitted to make any additional deferral elections, but will continue to
be considered a Participant for all other purposes of this Plan.




     (b) Return to Work. If a Participant returns to employment after a
Disability ceases, the Participant may elect to defer an Annual Deferral
Amount for the Plan Year following his return to employment or service and
for every Plan Year thereafter while he is a Participant in the Plan.





17








 



     9.020 Continued Eligibility; Disability Benefit. A Participant suffering a
Disability will, for benefit purposes under this Plan, continue to be
considered to be employed and will be eligible for the benefits provided for
hereunder. Notwithstanding the above, the Committee or its delegate will have
the right to, in its sole and absolute discretion and for purposes of this Plan
only, and must in the case of a Participant who is otherwise eligible to
Retire, deem the Participant to have experienced a Termination of Employment,
or in the case of a Participant who is eligible to Retire, to have Retired, at
any time (or in the case of a Participant who is eligible to Retire, as soon as
practicable) after such Participant is determined to be suffering a Disability,
in which case the Participant will receive a Disability Benefit equal to his
Account Balance at the time of the Committee’s or its delegate’s determination;
provided, however, that should the Participant otherwise have been eligible to
Retire, he or she will be paid in accordance with Article VI. The Disability
Benefit will be paid in a lump sum within sixty (60) days of the Committee’s or
its delegate’s exercise of such right. Any payment made will be subject to the
Deduction Limitation.




ARTICLE X: BENEFICIARY DESIGNATION




     10.010 Beneficiary. Each Participant will have the right, at any time, to
designate his Beneficiary or Beneficiaries (both primary and contingent) to
receive any benefits payable under the Plan to a beneficiary upon the death of
a Participant. The Beneficiary designated under this Plan may be the same as
or different from the Beneficiary designation under any other plan of an
Employer in which the Participant participates.




     10.020 Beneficiary Designation or Change of Designation. A Participant will be
permitted to designate his Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the Committee or its
delegate. A Participant will
have the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the
Committee’s or its delegate’s rules and procedures, as in effect from time to
time. Upon the acceptance by the Committee or its delegate of a new
Beneficiary Designation Form, all Beneficiary designations previously filed
will be canceled. The Committee or its delegate will be entitled to rely on
the last Beneficiary Designation Form filed by the Participant and accepted by
the Committee or its delegate prior to the Participant’s death.




     10.030 Spousal Consent Required. If a Participant names someone other than his
spouse as a Beneficiary, a spousal consent, in the form designated by the
Committee or its delegate, must be signed by that Participant’s spouse and
returned to the Committee or its delegate.




     10.040 Acknowledgment. No designation or change in designation of a
Beneficiary will be effective until received and acknowledged in writing by the
Committee or its delegate.






18









 




     10.050 Absence of Valid Beneficiary Designation. If a Participant fails to
designate a Beneficiary as provided in the preceding Sections or, if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant’s benefits, then the Participant’s designated
Beneficiary will be deemed to be his surviving spouse. If the Participant has
no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary will be payable to the executor or personal representative of the
Participant’s estate.




     10.060 Doubt as to Beneficiary. If the Committee or its delegate has any doubt
as to the proper Beneficiary to receive payments pursuant to this Plan, the
Committee or its delegate will have the right, exercisable in its discretion,
to withhold such payments until this matter is resolved to the Committee’s or
the delegate’s satisfaction.




     10.070 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary will fully and completely discharge the Company and all of its
Affiliates and the Committee from all further obligations under this Plan with
respect to the Participant, and that Participant’s participation in this Plan
will terminate upon such full payment of benefits.




ARTICLE XI: LEAVE OF ABSENCE




     11.010 Paid Leave of Absence. If a Participant is authorized by the Company or
the Affiliate employing the Participant for any reason to take a paid leave of
absence, the Participant will continue to be considered to be an Employee and
the Annual Deferral Amount will continue to be withheld during such paid leave
of absence.




     11.020 Unpaid Leave of Absence. If a Participant is authorized by the Company
or the Affiliate employing the Participant to take an unpaid leave of absence,
the Participant will continue to be considered to be an Employee and the
Participant will be excused from making deferrals until the earlier of the date
the leave of absence expires or the Participant returns to a paid employment
status. Upon such expiration or return, deferrals will resume for the
remaining portion of the Plan Year in which the expiration or return occurs,
based on the deferral election, if any, made for that Plan Year. If no
election was made for that Plan Year, no deferral will be withheld.




ARTICLE XII: TERMINATION, AMENDMENT OR MODIFICATION




     12.010 Termination. Although the Company and each Affiliate anticipates that
it will continue the Plan for an indefinite period of time, there is no
guarantee that the Company or any such Affiliate will continue the Plan or will
not terminate the Plan at any time in the future. Accordingly, the Company
reserves the right to discontinue sponsorship of the Plan and/or to terminate
the Plan at any time with respect to any or all of its participating Employees,
by action of the Board of Directors. Upon the termination of the Plan, the
participation of affected Participants will terminate and their Account
Balances, determined as if they had experienced a Termination of Employment on
the date of Plan termination or, if Plan termination occurs after the date





19








 


upon
which a
Participant was eligible to Retire, then with respect to that Participant as if
he had Retired on the date of Plan termination, will be paid to the
Participants as follows:




     Prior to a Change of Control, if the Plan is terminated with respect to all of
its Participants, the Company will have the right, in its sole discretion, and
notwithstanding any elections made by the Participant, to pay such benefits in
a lump sum or pursuant to an Annual Installment Method of up to 15 years, with
amounts credited and debited during the installment period as provided herein.
If the Plan is terminated with respect to less than all of its Participants,
the Company or the Affiliate employing an affected Participant will be required
to pay such benefits in a lump sum.




     12.020 Amendment. The Company may, at any time, amend or modify the Plan in
whole or in part by action of the Board of Directors; provided, however, that:




     (a) no amendment or modification shall be effective to decrease or restrict
the value of a Participant’s Account Balance in existence at the time the
amendment or modification is made, calculated as if the Participant had
experienced a Termination of Employment as of the effective date of the
amendment or modification or, if the amendment or modification occurs
after the date upon which the Participant was eligible to Retire, the
Participant had Retired as of the effective date of the amendment or
modification;




     (b) no amendment or modification of this Section 12.020 Plan shall be
effective; and




     (c) the amendment or modification of the Plan shall not affect any
Participant or Beneficiary who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or modification




     12.030 Amendment of Individual Participation Agreement Forms. Despite the
provisions of Sections 12.010 and 12.020, if a Participant’s Participation
Agreement Form contains benefits or limitations that are not contained in this
Plan document, the Company or Affiliate may only amend or terminate such
provisions with the consent of the Participant.




     12.040 Effect of Payment. The full payment of all applicable benefits
hereunder shall completely discharge all obligations to a Participant and his
Beneficiaries under this Plan.




ARTICLE XIII: ADMINISTRATION




     13.010 Committee Duties. Except as otherwise provided in this Article, this
Plan will be administered by the Committee and its delegates. Members of the
Committee may be Participants under this Plan. The Committee will also have
the discretion and authority to:





20








 



     (a) make, amend, interpret, and enforce all appropriate rules and regulations
for the administration of this Plan, and




     (b) decide or resolve any and all questions including interpretations of this
Plan, as may arise in connection with the Plan.




     Any individual serving on the Committee who is a Participant will not be
permitted to vote or act on any matter relating solely to himself or herself.
When making a determination or calculation, the Committee will be entitled to
rely on information furnished by a Participant or the Company.




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




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




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




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




     (c) supply full and timely information to the Third-Party Administrator on
all matters relating to the Plan, the Trust, the Participants and their
Beneficiaries, the Account Balances of the Participants, the date of
circumstances of the Retirement, Disability, death or Termination of
Employment of the Participants, and such other pertinent information as
the Third-Party Administrator may reasonably require.




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




     13.030 Agents. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative duties as
it sees fit (including acting through a duly appointed representative) and may
from time to time consult with counsel who may be counsel to any Employer. The
Company’s Vice





21








 


President, Compensation will at all times, unless otherwise
determined by the Committee, be deemed to be and shall be specifically referred
to herein as the Committee’s delegate for all purposes herein.




     13.040 Binding Effect of Decisions. The decision or action of the Committee or
its delegate with respect to any question arising out of or in connection with
the administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder will be final and conclusive and binding
upon all persons having any interest in the Plan.




     13.050 Indemnity of Committee. The Company and its Affiliates shall indemnify
and hold harmless the members of the Committee, any Employee to whom the duties
of the Committee may be delegated, and the Committee or its delegate against
any and all claims, losses, damages, expenses or liabilities arising from any
action or failure to act with respect to this Plan, except in the case of
willful misconduct by the Committee, any of its members, or such Employee.




     13.060 Employer Information. To enable the Committee and its delegates to
perform their functions, the Company will supply full and timely information to
the Committee and delegates on all matters relating to the compensation of its
Participants, the date and circumstances of the Retirement, Disability, death
or circumstances of the Retirement, Disability, death or Termination of
Employment of its Participants, and such other pertinent information as the
Committee or its delegate may reasonably require.




ARTICLE XIV: OTHER BENEFITS AND AGREEMENTS




     14.010 Coordination with Other Benefits. The benefits provided for a
Participant and Participant’s Beneficiary under the Plan are in addition to any
other benefits available to such Participant under any other plan or program
for employees of the Company and its Affiliates. The Plan will supplement and
will not supersede, modify or amend any other such plan or program except as
may otherwise be expressly provided.




ARTICLE XV: CLAIMS PROCEDURE




     15.010 Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a
“Claimant”) may deliver to the Committee or its delegate a written claim for a
determination with respect to the amounts distributable to such Claimant from
the Plan. If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within sixty (60) days after such notice was
received by the Claimant. All other claims must be made within one hundred and
eighty (180) days of the date on which the event that caused the claim to arise
occurred. The claim must state with particularity the determination desired by
the Claimant.





22








 



     15.020 Notification of Decision. The Committee or its delegate will consider a
Claimant’s claim within a reasonable time, and will notify the Claimant in
writing:




     (a) that the Claimant’s requested determination has been made, and that the
claim has been allowed in full; or




     (b) that the Committee or its delegate has reached a conclusion contrary, in
whole or in part, to the Claimant’s requested determination, and such
notice must set forth in a manner calculated to be understood by the
Claimant;




     (c) the specific reason(s) for the denial of the claim, or any part of it;




     (1) specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;




     (2) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation
of why such material or information is necessary; and




     (3) an explanation of the claim review procedure set forth in
Section 15.030 below.




     15.030 Review of a Denied Claim. Within sixty (60) days after receiving a
notice from the Committee or its delegate that a claim has been denied, in
whole or in part, a Claimant (or the Claimant’s duly authorized representative)
may file with the Committee or its delegate a written request for a review of
the denial of the claim. Thereafter, but not later than thirty (30) days after
the review procedure began, the Claimant (or the Claimant’s duly authorized
representative):




     (a) may review pertinent documents;




     (b) may submit written comments or other documents; and/or




     (c) may request a hearing, which the Committee or its delegate, in its sole
discretion, may grant.




     15.040 Decision on Review. The Committee or its delegate will render any
decision on review promptly, and not later than 60 days after the filing of a
written request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the Committee’s or
its delegate’s decision must be rendered within one hundred and twenty (120)
days after such date. Such decision must be written in a manner calculated to
be understood by the Claimant, and it must contain:




     (a) specific reasons for the decision;




     (b) specific reference(s) to the pertinent Plan provisions upon which the
decision was based; and





23








 



     (c) such other matters as the Committee or its delegate deems relevant.




     15.050 Legal Action. A Claimant’s compliance with the foregoing provisions of
this Article 14 is a mandatory prerequisite to a Claimant’s right to commence
any legal action with respect to any claim for benefits under this Plan.




ARTICLE XVI: TRUST




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




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




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




     16.040 Rabbi Trust. The Rabbi Trust shall:




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




     (b) become irrevocable upon a Change of Control (to the extent not then
irrevocable); and




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





24








 



ARTICLE XVII: MISCELLANEOUS




     17.010 Status of Plan. The Plan is intended to be a plan that is not qualified
within the meaning of Code §401(a) and that “is unfunded and is maintained by
an employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employee” within the meaning
of ERISA §§201(2), 301(a)(3) and 401(a)(1). The Plan will be administered and
interpreted to the extent possible in a manner consistent with that intent.




     17.020 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any
property or assets of the Company or its Affiliates. For purposes of the
payment of benefits under this Plan, any and all of the Company’s or
Affiliate’s assets shall be, and remain, the general, unpledged unrestricted
assets of the Company or Affiliate. The Company or Affiliate’s obligation
under the Plan shall be merely that of an unfunded and unsecured promise to pay
money in the future.




     17.030 Company Liability. The Company’s or an Affiliate’s liability for the
payment of benefits will be defined only by the Plan and the Participant’s
specific Participation Agreement Form. The Company and its Affiliates will
have no obligation to a Participant under the Plan, except as expressly
provided in the Plan and the Participant’s Participation Agreement Form.




     17.040 Nonassignability. Neither a Participant nor any other person will have
any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate, alienate or convey in advance of
actual receipt, the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are expressly declared to be, unassignable
and non-transferable. No part of the amounts payable will, prior to actual
payment, be subject to seizure, attachment, garnishment or sequestration for
the payment of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, be transferable by operation of law in the
event of a Participant’s or any other person’s bankruptcy or insolvency or be
transferable to a spouse as a result of a property settlement or otherwise.




     17.050 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the Company
or any of its Affiliates and the Participant. Such employment is hereby
acknowledged to be an “at will” employment relationship that can be terminated
at any time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment agreement.
Nothing in this Plan shall be deemed to give a Participant the right to be
retained in the service of any the Company or an Affiliate or to interfere with
the right of the Company or an Affiliate to discipline or discharge the
Participant at any time.




     17.060 Furnishing Information. A Participant or his Beneficiary will cooperate
with the Committee or its delegate by furnishing any and all information
requested by





25








 


the Committee or its delegate and take such other actions as may
be requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking such
physical examinations as the Committee or its delegate may deem necessary.




     17.070 Terms. Whenever any words are used herein in the masculine, they should
be construed as though they were in the feminine in all cases where they would
so apply; and whenever any words are used herein in the singular or in the
plural, they should be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply.




     17.080 Captions. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and do not control or affect the meaning or
construction of any of its provisions.




     17.090 Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the laws of the State of Wisconsin.




     17.100 Notice. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and hand-delivered,
or sent by registered or certified mail, to the address below:




	 	 	 
	 	 	
Vice President, Compensation
	 	 	
Rockwell Automation
	 	 	
Firstar Center
	 	 	
777 East Wisconsin Avenue
	 	 	
Milwaukee, Wisconsin 53202






     Such notice will be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.




     Any notice or filing required or permitted to be given to a Participant under
this Plan shall be sufficient if in writing and hand-delivered, or sent by
mail, to the last known address of the Participant.




     17.110 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns and the Participant and
the Participant’s designated Beneficiaries.




     17.120 Spouse’s Interest. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant will automatically pass to
the Participant and will not be transferable by such spouse in any manner,
including but not limited to such spouse’s will, nor will such interest pass
under the laws of intestate succession.





26








 



     17.130 Validity. In case any provision of this Plan should be found to be
illegal or invalid for any reason, said illegality or invalidity will not
affect the remaining parts hereof, but this Plan should be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.




     17.140 Minors, Incompetent Persons, etc. If the Committee or its delegate
determines that a benefit under this Plan is to be paid to a minor, a person
declared incompetent or to a person incapable of handling the disposition of
that person’s property, the Committee or its delegate may direct payment of
such benefit to the guardian, legal representative or person having the care
and custody of such minor, incompetent or incapable person. The Committee or
its delegate may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the benefit.
Any payment of a benefit shall be a payment for the account
of the Participant and the Participant’s Beneficiary, as the case may be, and
will be a complete discharge of any liability under the Plan for such payment
amount.




     17.150 Court Order. The Committee or its delegate is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee has been named as a party. In addition, if a court determines that a
spouse or former spouse of a Participant has an interest in the Participant’s
benefits under the Plan in connection with a property settlement or otherwise,
the Committee or its delegate, in its sole discretion, will have the right,
notwithstanding any election made by a Participant, to immediately distribute
the spouse’s or former spouse’s interest in the Participant’s benefits under
the Plan to that spouse or former spouse.




     17.160 Distribution in the Event of Taxation.




     (a) In General. If, for any reason, all or any portion of a Participant’s
benefits under this Plan becomes taxable to the Participant prior to
receipt, a Participant may petition the Committee or its delegate before a
Change of Control, or the Trustee of the Trust after a Change of Control,
for a distribution of that portion of his benefit that has become taxable.
Upon the grant of such a petition, which grant should not be unreasonably
withheld (and, after a Change of Control, must be granted), the Company
or, as applicable, its Affiliate will distribute to the Participant
immediately available funds in an amount equal to the taxable portion of
his benefit (which amount will not exceed a Participant’s unpaid Account
Balance under the Plan). If the petition is granted, the tax liability
distribution will be made within 90 days of the date when the
Participant’s petition is granted. Such a distribution will affect and
reduce the benefits to be paid under this Plan.




     (b) Trust. If the Trust terminates in accordance with provisions thereof and
benefits are distributed from the Trust to a Participant in accordance
therewith, the Participant’s benefits under this Plan will be reduced to
the extent of such distributions.




     17.170 Insurance. The Company, on its own behalf or on behalf of the trustee
of the Trust, and, in its discretion, may apply for and procure insurance on
the life of the





27








 


Participant, in such amounts and in such forms as the Trust may
choose. The Company or the trustee of the Trust, as the case may be, will be
the sole owner and beneficiary of any such insurance. The Participant will
have no interest whatsoever in any such policy or policies, and at the request
of the Company will submit to medical examinations and supply such information
and execute such documents as may be required by the insurance company or
companies to which the Company has applied for insurance.




     17.180 Legal Fees To Enforce Rights After Change of Control. The Company is
aware that upon the occurrence of a Change of Control, the Board of Directors
(which might then be composed of new members) or a shareholder of the Company
or of any successor corporation might then cause or attempt to cause the
Company, an Affiliate or such successor to refuse to comply with its
obligations under the Plan and might
cause or attempt to cause the Company or the Affiliate to institute, or may
institute, litigation seeking to deny Participants the benefits intended under
the Plan. In these circumstances, the purpose of the Plan could be frustrated.
Accordingly, if, following a Change of Control, it should appear to any
Participant that the Company, an Affiliate of the Company or any successor
corporation has failed to comply with any of its obligations under the Plan or
any agreement thereunder or, if the Company, such Affiliate or any other person
takes any action to declare the Plan void or unenforceable or institutes any
litigation or other legal action designed to deny, diminish or to recover from
any Participant the benefits intended to be provided, then the Company
irrevocably authorizes such Participant to retain counsel of his choice at the
expense of the Company to represent such Participant in connection with the
initiation or defense of any litigation or other legal action, whether by or
against the Company, one or more of its Affiliates or any director, officer,
shareholder or other person affiliated with the Company, any such Affiliate any
successor thereto in any jurisdiction.




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





28








 



Appendix A




PREDECESSOR PLAN PROVISIONS




     The following provisions shall apply with respect to the Participants, as
applicable, in the Rockwell Predecessor Plans.




I. Accounts.




     With respect to a Participant’s incentive compensation deferrals under one of
the Predecessor Plans for periods prior to the Effective Date, the value of any
such Participant’s account will be determined as of the last day of a calendar
year quarter (the “Determination Date”) and will be equal to the total of the
Participant’s Lump Sum Payment and Installment Payment Sub-Accounts.




     The value of each such Sub-Account will consist of:




     (1) the balance of such Sub-Account as of the last preceding
Determination Date, plus




     (2) any Deferred Compensation credited to such Sub-Account since
the last preceding Determination date, plus




     (3) the sum of the three (3) monthly amounts determined by
multiplying the average daily balance of such Sub-Account during
each of the three calendar months since the last preceding
Determination Date by the Interest Rate applicable to such month,
minus




     (4) the amount of all Plan Benefits, if any, paid during the period
since the last preceding Determination Date.




     Interest, determined as provided in (3) above, will be credited to each such
Sub-Account as of the Determination Date as of which such Sub-Account is
valued.




II. Retirement Distributions and Withdrawals of Predecessor Plan Accounts.




     (a) With respect to the provisions of the Predecessor Plans which were in
effect immediately prior to the Effective Date of this Plan as they regard
benefits payable at retirement or employment termination to a Participant,
or at the time of a Participant’s death, to his Beneficiary, such
provisions shall remain in effect hereunder, but only with respect to
amounts deferred prior to the Effective Date of this Plan (and earnings
thereon pursuant to the preceding Section of this Appendix).




     (b) No Plan Benefit shall be payable prior to a Participant in one of the
Predecessor Plans prior to his termination of employment, except that, in
the case of the Rockwell Predecessor Plan, the Committee or its delegate
may permit a Participant or, after a Participant’s death, a Participant’s
Beneficiary or other





 








 


person or entity entitled to receive such Predecessor Plan benefit to
withdraw from his Account prior to his termination of employment:




     (1) an amount necessary to meet a financial hardship, or




     (2) his entire Account balance




     Either type of withdrawal shall be requested by written notice to the Committee
or its delegate and the amount of the withdrawal shall be paid within
forty-five (45) days after receipt of the written notice.




III. Funding of Rabbi Trust for Account Balances upon Change of Control.




     The Company shall fund the Trust in immediately available funds for the benefit
of each Participant, surviving spouse, joint annuitant or beneficiary with
respect to Accounts under the Predecessor Plans in accordance with the terms of
the Trust. Such trust, as it regards such Predecessor Plan amounts, shall:




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




     (b) become irrevocable upon a change of Control (to the extent not then
irrevocable); and




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





2








 



Appendix B




MEASUREMENT FUNDS




     Measurement Funds (and their underlying benchmark mutual funds) are listed
below in alphabetical order:




•   Balanced Fund




     Fidelity Puritan Fund




     The objective of this balanced mutual fund is to provide income and capital
growth consistent with reasonable risk.




     Normally invests approximately 60% of assets in stocks and other equity
securities and the remainder in bonds and other debt securities, including
lower-quality debt securities, when its outlook is neutral. Investments in
lower-rated securities involve greater risk than other debt securities,
including the risk of default. The fund will invest at least 25% of total
assets in fixed-income senior securities (including debt securities and
preferred stocks). The fund may invest in securities of domestic and foreign
issuers. [Share price, yield and return will vary.]




•   Blue Chip Growth Fund




     Fidelity Blue Chip Growth Fund




     The objective of this growth mutual fund is to provide growth of capital over
the long term.




     The fund normally invests primarily in common stocks of well-known and
established companies. Normally invests at least 65% of the fund’s total
assets in blue chip companies (those with a market capitalization of at least
$200 million, if the company’s stock is included in the Standard & Poor’s 500SM
Index (S&P500®*) or the Dow Jones Industrial Average, or $1 billion if not
included in either index). The fund may also invest in companies that FMR
(Fidelity) believes to have above-average growth potential. The fund may
invest in securities of domestic and foreign issuers. [Share price and return
will vary.]









	*	 	The S&P 500® is a registered service mark of the McGraw-Hill Companies, Inc.,
and has been licensed for use by Fidelity Distributors Corporation and its
affiliates. It is a widely recognized, unmanaged index of 500 U.S. common
stocks.





•  Capital & Income Fund



     Fidelity Capital & Income Fund





 








 



     The objective of this income mutual fund is to provide a combination of income
and capital growth.




     This fund normally invests in equity and debt securities, including defaulted
securities, with an emphasis on lower-quality debt securities. Investments in
lower-rated securities involve greater risk than other debt securities,
including the risk of default. The fund invests in companies in troubled or
uncertain financial condition. The fund may invest in securities of domestic
and foreign issuers. This fund carries a “short-term trading fee” which is
charged to discourage buying and selling of fund shares. If shares are sold
after being held for less than 270 days, a short-term trading fee equal to
1.00% of the value of the shares sold will be deducted from your account.




•   Diversified International Fund




     Fidelity Diversified International Fund




     The objective of this growth mutual fund, which invests overseas, is to provide
capital growth.




     This fund normally invests at least 65% of total assets in foreign securities.
The fund invests in companies in troubled or uncertain financial condition.
This fund carries a “short-term trading fee” which will be charged to
discourage short-term buying and selling of fund shares. If shares are sold
after being held for less than 30 days, a short-term trading fee equal to 1.00%
of the value of the shares sold will be deducted from your account. [Share
price and return will vary.]




     Generally, international investments especially those in emerging markets,
involve greater investment risk than their U.S. counterparts, and their
performance can be closely tied to economic, political and environmental
conditions, including changes in currency values.




•   Equity Income Fund




     Fidelity Equity Income Fund




     The objective of this growth and income mutual fund is to provide reasonable
income to while considering the potential for capital appreciation. It seeks
to provide a yield that exceeds the yield of the securities in the Standard &
Poor’s 500 IndexSM (S&P 500®*).




     The fund normally invests at least 65% of total assets in income-producing
equity securities, which tend to lead to investments in large cap “value”
stocks. The fund may potentially invest in other types of equity and debt
securities, including lower-quality debt securities. Investments in
lower-rated securities involve greater risk than other debt securities
including the risk of default. The fund may invest in securities of domestic
and foreign issuers. [Share price and return will vary.]





2








 








	*	 	The S&P 500® is a registered service mark of the McGraw-Hill Companies, Inc.,
and has been licensed for use by Fidelity Distributors Corporation and its
affiliates. It is a widely recognized, unmanaged index of 500 U.S. common
stocks.






•   Fidelity Fund




     Fidelity Fund




     The objective of this growth and income mutual fund is to provide long-term
capital growth.




     The fund invests primarily in common stocks. It potentially invests a portion
of its assets in bonds, including lower-quality debt securities. The fund
invests in domestic and foreign issuers. [Share price and return will vary.]




     Lower-quality debt securities involve greater risk of default or price changes
due to changes in the credit quality of the issuer.




•   Investment Grade Bond Fund




     Fidelity Investment Grade Bond Fund




     The objective of this income mutual fund is to provide high-level current
income.




     This fund normally invests in U.S. dollar-denominated investment-grade bonds
(those of medium and high quality). The fund is managed to have similar
overall interest rate risk to the Lehman Brothers Aggregate Bond Index*.
Assets are allocated across different market sectors and maturities. [Share
price and return will vary.]









	*	 	The Lehman Brothers Aggregate Bond Index is a market value-weighted index of
investment grade fixed-rate debt issues, including government, corporate,
asset-backed securities, with maturities of one year or more.






•   Market Index Fund




     Spartan® 500Index Fund*




     This objective of this growth mutual fund is to provide investment results that
correspond to the total return (i.e., the combination of capital changes and
income) of common stocks publicly traded in the United States, as represented
by the Standard & Poor’s 500 IndexSM (S&P 500®), while keeping transaction costs
and other expenses low.




     The fund normally invests at least 80% of its assets in common stock included
in the S&P 500. This fund carries a “short-term trading fee” which is charged
to discourage
short-term buying and selling of fund shares. If shares are sold after being
held for less





3








 


than 90 days, a short-term trading fee equal to 0.50% of the
value of the shares sold will be deducted from your account. [Share price and
return will vary.]









	*	 	The S&P 500® is a registered service mark of the McGraw-Hill Companies, Inc.,
and has been licensed for use by Fidelity Distributors Corporation and its
affiliates. It is a widely recognized, unmanaged index of 500 U.S. common
stocks






•   Mid-Cap Stock Fund




     Fidelity Mid-Cap Stock Fund




     The objective of this growth mutual fund is to provide a long-term growth of
capital.




     The fund normally invests at least 65% of total assets in common stocks of
companies with medium market capitalizations (those with market capitalizations
similar to companies in the S&P MidCap 400*). The fund may potentially invest
in companies with smaller or larger market capitalizations. Investments in
smaller companies may involve greater risks than those of larger, more well
known companies. The fund may invest in domestic and foreign issuers. This
fund will carry a “short-term trading fee”, which is charged to discourage
short-term buying and selling of fund shares. If you sell your shares after
holding them for less than 30 days a short-term trading fee equal to 0.75% of
the value of the shares you sold will be deducted from your account. [Share
price and return will vary.]









	*	 	The Standard & Poor’s MidCap 400 Index is a market capitalization-weighted
index of 400 medium-capitalization stocks.






•   Small Cap Fund




     Fidelity Small Cap Independence Fund




     This objective of this mutual fund is to provide capital appreciation.




     This fund invests primarily in common stocks. Normally invests at least 65% of
total assets in securities of companies with small market capitalizations
(those with market capitalizations similar to companies in the
Russell 2000®
Index*). Investments in smaller companies may involve greater risks than those
of larger, more well known companies. The fund may invest in domestic and
foreign issuers. This fund carries a “short-term trading fee” which is charged
to discourage short-term buying and selling of fund shares. If shares are sold
after being held for less than 90 days, a short-term trading fee equal to 1.5%
of the value of the shares sold will be deducted from your account. [Share
price and return will vary.]









	*	 	The Russell 2000 Index is a market capitalization-weighted index of 2,000
small company stocks.







4








 



Formerly known as the Fidelity Small Cap Selector.




•   US Govt. Money Market Fund




     Spartan US Government Money Market Fund




     The objective of this fund is to provide as high a level of current income as
is consistent with preservation of capital and liquidity.




     This fund invests in U.S. Government securities and repurchase agreements for
those securities, and enters reverse repurchase agreements. The fund invests
in compliance with industry-standard requirements for money market funds for
the quality, maturity and diversification of investments. [Yield will vary.]




     An investment in a money market fund is not insured or guaranteed by the FDIC
or any other government agency. Although money market funds seek to preserve
the value of your investment at $1.00 per share, it is possible to lose money
by investing in these funds.





5








 



ROCKWELL AUTOMATION




DEFERRED COMPENSATION PLAN




Effective as of June 29, 2001