exv10wxx






Exhibit 10(xx)




THE BLACK & DECKER

SUPPLEMENTAL PENSION PLAN




Amended and Restated Effective as of

January 1, 2008



 









 





THE BLACK & DECKER

SUPPLEMENTAL PENSION PLAN




TABLE OF CONTENTS



	 	 	 	 	 

	SECTION 1 — Purpose and Effect
	 	 	1	 
	 
	 	 	 	 
	SECTION 2 — Definitions
	 	 	1	 
	 
	 	 	 	 
	SECTION 3 — Eligibility
	 	 	3	 
	 
	 	 	 	 
	SECTION 4 — Calculation of Supplemental Pension
	 	 	3	 
	 
	 	 	 	 
	SECTION 5 — Payment of Supplemental Pension
	 	 	4	 
	 
	 	 	 	 
	SECTION 6 — Death Benefits
	 	 	4	 
	 
	 	 	 	 
	SECTION 7 — Beneficiary Designation
	 	 	5	 
	 
	 	 	 	 
	SECTION 8 — Tax Withholdings
	 	 	5	 
	 
	 	 	 	 
	SECTION 9 — Payments in the Event of Incapacity
	 	 	6	 
	 
	 	 	 	 
	SECTION 10 — Forfeitures
	 	 	6	 
	 
	 	 	 	 
	SECTION 11 — Company’s Obligations Unfunded and Unsecured
	 	 	7	 
	 
	 	 	 	 
	SECTION 12 — Alienation or Encumbrance
	 	 	8	 
	 
	 	 	 	 
	SECTION 13 — Administration of Plan
	 	 	8	 
	 
	 	 	 	 
	SECTION 14 — No Guarantee of Employment
	 	 	9	 
	 
	 	 	 	 
	SECTION 15 — Choice of Law
	 	 	9	 
	 
	 	 	 	 
	SECTION 16 — Claims Procedure
	 	 	9	 
	 
	 	 	 	 
	SECTION 17 — Amendments and Termination
	 	 	10	 






-i-









 









 








THE BLACK & DECKER

SUPPLEMENTAL PENSION PLAN




SECTION
1 — Purpose and Effect




     This Plan was originally established by Black & Decker (U.S.) Inc., effective as of October 1,
1989, to provide certain employees of the Black & Decker Companies with benefits that would
otherwise be provided under a Defined Benefit Plan but for reductions or restrictions to such
benefits required by federal law. Specifically, this Plan provides Participants with a Supplemental
Pension to compensate for the loss of benefits that otherwise would have been payable under a
Defined Benefit Plan were it not for the Limitations. This Plan is to be unfunded and is
maintained for the purpose of providing deferred compensation for a select group of management or
highly compensated employees.



     This document amends and fully restates this Plan effective as of January 1, 2008. The terms
of this amended and restated document shall apply to Participants who incur a Separation from
Service on or after January 1, 2008. The benefits under this Plan with respect to any Participant
whose Separation from Service occurred prior to January 1, 2008 shall be determined under the terms
of this Plan as in effect on the date of such Participant’s Separation from Service without regard
to amendments made to this Plan thereafter.



SECTION 2 — Definitions




     As used in this Plan, the following terms shall have the meanings indicated:



     “Accrued Pension” means the benefit the Participant has accrued and vested under a Defined
Benefit Plan, expressed as a single-life annuity payable for the Participant’s life beginning at
the Participant’s normal retirement date or, if later, his or her actual retirement date, under the
Defined Benefit Plan.



     “Actuarial Equivalent” means a benefit of equivalent value on a specific date, computed on the
basis of the actuarial assumptions used to determine benefit equivalencies under the applicable
Defined Benefit Plan and using such other reasonable actuarial assumptions and methods that may be
adopted by the Pension Committee from time to time, in its sole discretion, for this
purpose. Notwithstanding the foregoing, in the event a Participant has elected to receive the
accelerated method of payment (five annual installments or lump sum payment) of the present value
of his or her Supplemental Pension under this Plan, the amount of the lump sum payment or
installment payments (including the Supplemental Spouse’s Death Benefit) shall be calculated using
an interest rate equal to four and one-half percent (4.5%) and the 1994 Group Annuity Reserving
Table (determined on a unisex basis and projected to 2002, all as described in IRS Revenue Ruling
2001-62) and assuming that the Participant will earn no wages subject to the Social Security Act
nor further accrue any other retirement benefits after his or her Benefit Determination Date and
that his or her retirement benefits under the Social Security Act and all other retirement benefits
will begin at the earliest date they are available after the Participant’s Benefit Determination
Date and using such other reasonable actuarial assumptions and methods that may be adopted by the
Pension Committee from time to time, in its sole discretion, for this purpose.



     “Benefit Determination Date” means the first day of the calendar month immediately following
the later of the Participant’s 55th birthday or the date of his or her
Separation from Service.



     “Beneficiary” means the beneficiary designated in accordance with Section 7 to receive any
benefit provided under this Plan in the event of a Participant’s death.



     “Black & Decker Company” means The Black & Decker Corporation or any of its affiliates and
subsidiaries.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Company” means Black & Decker (U.S.) Inc.



 









 





     “Defined Benefit Plan” means a defined benefit plan within the meaning of Section 3(35) of
ERISA that is sponsored by a Black & Decker Company and is intended to qualify under Section 401(a)
of the Code.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     “Limitations” means the maximum limitation on benefits under Section 415 of the Code and
reductions in pensionable earnings due to Section 401(a)(17) of the Code and the deferral of
compensation under The Black & Decker Supplemental Retirement Savings Plan or other similar plan.



     “Participant” means any employee of a Black & Decker Company eligible to participate in this
Plan in accordance with Section 3.



     “Payment Date” means the Participant’s Benefit Determination Date or, in the case of a
Participant who qualifies as a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code and related guidance and regulations, the first day of the calendar month immediately
following the later of the Participant’s Benefit Determination Date or the date that is six months
and one day after his or her Separation from Service. A Participant will be a “specified employee”
only if, as of the date of the Participant’s Separation from Service, the Participant is identified
as a “specified employee” on a separate document created by the Pension Management Committee of The
Black & Decker Corporation that is applicable to this Plan and all nonqualified deferred
compensation plans of any Black & Decker Company, which document (as modified from time to time) is
hereby incorporated herein by this reference and made a part of this Plan. Notwithstanding
anything to the contrary, if the Pension Committee reasonably determines that the making of any
payment to a Participant under this Plan will violate federal securities laws or other applicable
law, the Pension Committee may delay a Participant’s Payment Date until the earliest date at which
the Pension Committee determines that the making of that payment will not violate those laws.



     “Pension Committee” means The Black & Decker (U.S.) Inc. Pension Committee.



     “Plan” means this document entitled “The Black & Decker Supplemental Pension Plan” as amended
from time to time.



     “Separation from Service” means a separation from service within the meaning of Section
409A(a)(2)(A)(i) of the Code and related guidance and regulations.



     “Supplemental Pension” means the supplemental pension benefit determined in accordance with
Section 4.



     “Supplemental Spouse’s Death Benefit” means the pre-retirement death benefit payable to a
Participant’s surviving spouse as more particularly described in Section 6(b).



SECTION 3 — Eligibility




     Except as otherwise provided under this Section 3 or by Section 10 of this Plan, any employee
of a Black & Decker Company who is determined by the Pension Committee to be a member of a select
group of management or highly compensated employees of a Black & Decker Company and whose benefit
under any Defined Benefit Plan is reduced because of the Limitations shall be a Participant in this
Plan eligible to receive a Supplemental Pension. If a Participant’s benefit under more than one
Defined Benefit Plan is reduced because of the Limitations, the Participant shall be eligible to
receive a separate Supplemental Pension relating to each such Defined Benefit Plan, and the
provisions of this Plan shall be applied separately with respect to each such Supplemental Pension.



SECTION 4 — Calculation of Supplemental Pension




     A Participant’s Supplemental Pension relating to any Defined Benefit Plan shall be the
Actuarial Equivalent of a benefit that would begin on the Participant’s Benefit Determination Date
that is equal to the excess of:



     (a) The Participant’s Accrued Pension, calculated without regard to the Limitations;
over



 









 





     (b) The Participant’s actual Accrued Pension.



     Notwithstanding the foregoing, the Supplemental Pension shall be reduced by the Actuarial
Equivalent of the amount of any benefit payable by a Black & Decker Company, or by a plan sponsored
by a Black & Decker Company, which is similarly intended to offset the impact of any of the
Limitations.



SECTION 5 — Payment of Supplemental Pension




     (a) Except as provided in Section 5(b), a Participant’s Supplemental Pension shall
be paid in the form of a monthly 10-year guaranteed single life annuity for the Participant’s life,
commencing on the Participant’s Payment Date, and providing that, in the event the Participant
should die before receiving at least 120 of those monthly payments, the balance of those 120
monthly payments will continue to be paid monthly to the Participant’s Beneficiary until the
Participant and his or her Beneficiary together shall have received a total of 120 monthly
payments.



     (b) Any Participant who was eligible for and, on or before December 31, 2006,
properly elected the accelerated payment of the Supplemental Pension shall receive his or her
Supplemental Pension under Paragraphs (1) or (2) of this Section 5(b).



     (1) If the Participant’s Payment Date occurs before his or her 65th birthday, the
present value of the Participant’s Supplemental Pension (including any benefits payable to the
spouse or other Beneficiary) shall be paid to him or her in five (5) equal annual installments that
are the Actuarial Equivalent of the Participant’s Supplemental Pension (including any benefits
payable to the spouse or other Beneficiary), which installments shall be payable on the
Participant’s Payment Date and the succeeding four anniversaries of the Participant’s Payment Date,
with those installment payments being calculated taking into account interest from the Benefit
Determination Date to the date of the last installment payment at the rate of four and one-half
percent (4.5%).



     (2) If the Participant’s Payment Date occurs on or after the Participant’s 65th
birthday, the present value of the Participant’s Supplemental Pension (including any benefits
payable to the spouse or other Beneficiary) shall be paid to him or her in a lump sum payment that
is the Actuarial Equivalent of the Participant’s Supplemental Pension (including any benefits
payable to the spouse or other Beneficiary).



SECTION 6 — Death Benefits




     (a) Except as provided in Section 6(c), if a Participant dies on or after the
Participant’s Payment Date, the only death benefit payable to his or her Beneficiary from this Plan
shall be the death benefit, if any, payable to the Beneficiary under Section 5(a), commencing on
the date one month after the date of the last monthly payment paid to the Participant before his or
her death. No death benefit shall be payable to the Participant’s Beneficiary under this Section
6(a) if the Participant elected the 5-year installments or lump sum accelerated method of payment
under Section 5(d). If a Participant’s Beneficiary predeceases the Participant, the death benefit
provided under this Section 6(a) shall be paid to the contingent Beneficiary designated by the
Participant, or if none is designated, to the Participant’s estate.



     (b) If a Participant dies before the Participant’s Payment Date, the only
death benefit that shall be provided from this Plan is the Supplemental Spouse’s Death Benefit.
Except as provided in Section 5(d), the Supplemental Spouse’s Death Benefit shall be a benefit
payable to the Participant’s surviving spouse at the same time and in the same form as the
surviving spouse is paid the spouse’s death benefit under the related Defined Benefit Plan. The
amount of the Supplemental Spouse’s Death Benefit shall be determined in the same manner as the
spouse’s death benefit under the related Defined Benefit Plan is determined, except on the basis of
the



 









 




Participant’s Supplemental Pension under this Plan rather than the Participant’s Accrued
Pension under the Defined Benefit Plan. The Participant’s spouse who is entitled to receive the
payment(s) under this Section 6(b) shall be the person, if any, of the opposite sex to whom the
participant is legally married at the Participant’s death.




     (c) In the event a Participant has validly elected the accelerated method of payment
under Section 5(b) and dies before his or her Separation from Service, the Participant’s spouse, if
any, shall receive the Actuarial Equivalent present value of the Supplemental Spouse’s Death
Benefit under Section 6(b), payable in five (5) annual installment payments if the Participant died
before reaching age 65, or in a lump sum payment if the Participant died on or after his or her
65th birthday, with the payment(s) beginning or to be made on the first day of the third full
calendar month following the Participant’s date of death. If the Participant has validly elected
the accelerated method of payment under Section 5(b) and dies before his or her Separation from
Service and has no surviving spouse, then no benefit shall be payable to anyone under this Plan
with respect to the Participant. If the Participant has validly elected the accelerated method of
payment under Section 5(b) and dies after his or her Separation from Service but before receiving
the lump sum payment or all of the 5-year installment payments as elected under this Section 5(d),
then that lump sum payment or the remaining installment payments shall be paid to the Participant’s
Beneficiary at the time those payments would have been paid to the Participant. The Participant’s
spouse who is entitled to receive the payment(s) under this Section 6(c) shall be the person, if
any, of the opposite sex to whom the participant is legally married at the Participant’s death.



SECTION 7 — Beneficiary Designation




     A Participant may designate a Beneficiary and contingent Beneficiary to receive the death
benefit provided under Section 6. A Participant’s Beneficiary designation must be in writing, on a
form signed by the Participant and acceptable to the Pension Committee, and shall be effective upon
receipt by the Pension Committee before the Participant’s death. A Participant may change his or
her Beneficiary designation at any time and the last designation received by the Pension Committee
shall control. If the Participant fails to validly designate a Beneficiary under this Plan or if
his designated Beneficiary fails to survive him or her, any death benefit provided under Section 6
shall be paid to the contingent Beneficiary designated by the Participant, or if none is
designated, to the Participant’s estate.



SECTION 8 — Tax Withholdings




     The Company shall have the right to deduct from each payment to be made hereunder any
withholding or other taxes required by law.



SECTION 9 — Payments in the Event of Incapacity




     In the event that the Pension Committee shall find that the Participant or other person
entitled to a benefit is unable to care for his or her affairs because of illness or accident or is
a minor or has died, the Company may pay any benefit payment due him or her to his or her spouse, a
child, a parent or other blood relative, or to a person with whom he or she resides, unless claim
shall have been made therefor by a duly appointed legal representative, and any such payment so
made shall be a complete discharge of the liabilities of the Company therefor.



SECTION 10 — Forfeitures




     (a) Anything to the contrary notwithstanding, all of the rights and benefits under
this Plan of a Participant, his or her surviving spouse and his or her Beneficiary, shall be
forfeited under the following circumstances:



     (1) if the Participant’s employment with the Black & Decker Companies is terminated
by reason of fraud, misappropriation or intentional material damage to the property or business of
a Black & Decker Company; commission of a felony; or the continuance of a willful and repeated
failure by the Participant to perform his or her duties after written notice to the Participant
specifying such failure; or



     (2) if, during the period of 24 months beginning on the date of his or her
termination of employment with the Black & Decker Companies, without the prior written consent of
the applicable Black & Decker Company,



 









 




the Participant enters into competition with any of the Black & Decker Companies or discloses
or uses confidential information of any of the Black & Decker Companies.




     (b) If a Participant receives payment of his or her benefits under this Plan in a
lump sum or installments in accordance with Section 5(b) and during the period of 24 months
beginning on the date of his or her termination of employment with the Black & Decker Companies,
without the Company’s written consent, enters into competition with any of the Black & Decker
Companies or discloses or uses confidential information, the Participant shall forfeit his or her
right to those installment payments or that lump sum payment and shall immediately repay to the
Company the full amount of that lump sum payment or the installment payments that he or she
received in accordance with Section 5(b).



     (c) For the purposes of this Plan, a Participant shall be deemed to have entered
into competition with one of the Black & Decker Companies if the Participant, directly or
indirectly, solicits as a customer any company that is or was a customer of a Black & Decker
Company during the Participant’s employment, or that is or was a potential customer of a Black &
Decker Company with which a Black & Decker Company has made business contacts during the
Participant’s employment; provided, however, that the Participant shall not be deemed to be in
competition with Black & Decker by soliciting a company as a customer of any business that is not
in direct or indirect competition with any of the types of businesses conducted by a Black & Decker
Company within any of the same territories as the Black & Decker Companies conduct such
business. In addition, a Participant shall be deemed to have entered into competition with one of
the Black & Decker Companies he or she directly or indirectly (whether as a consultant, agent,
officer, director, stockholder, employee, owner, operator, sole proprietor, partner, joint venturer
or otherwise) participates in or is connected with the ownership, operation, management or control
of any business enterprise which is in competition, whether direct or indirect, with any of the
types of businesses conducted by any of the Black & Decker Companies for which the Participant
rendered any services within the preceding 36 months and within any of the same territories as such
Black & Decker Companies conduct that type of business, as determined by the Pension Committee in
its sole and absolute discretion; provided, however, that the Participant’s ownership for
investment of five percent (5%) or less of the stock of a publicly-held company shall not be
prohibited hereby. For the purposes of this Plan, the term “confidential information” means any
information which any of the Black & Decker Companies considers secret or confidential, including
but not limited to information about the business, customers, employees, or marketing of the Black
& Decker Companies, or technical data, drawings or other know-how, as determined by the Pension
Committee in its sole and absolute discretion; provided, however, that the disclosure or use by the
Participant of secret or confidential information shall not be prohibited hereby once such secret
or confidential information comes into the public domain through no action of the Participant. If
any restriction imposed by this Section is more restrictive than permitted by law, the scope of the
restriction is to be limited to the extent permitted by law, but is not to be deemed unenforceable
or void.



SECTION 11 — Company’s Obligations Unfunded and Unsecured




     Except as otherwise required by applicable law, the Company’s obligations under this Plan
are not required to be funded or secured in any manner; no assets need be placed in trust or in
escrow or otherwise physically or legally segregated for the benefit of any Participant; and the
eventual payment of the benefits described in this Plan to a Participant or the Participant’s
spouse or Beneficiary is not required to be secured to the Participant or them by the issuance of
any negotiable instrument or other evidence of the Company’s indebtedness. Neither a Participant
nor the Participant’s spouse or Beneficiary, or any other person who could or might possibly
receive benefit payments that were due to the Participant or the Participant’s spouse or
Beneficiary, is entitled to any property interest, legal or equitable, in any specific asset of the
Company, and, to the extent that any person acquires any right to receive payments under the
provisions of this Plan, that right is intended to be no greater than or to have any preference or
priority over the rights of any other unsecured general creditor of the Company. However, the
Company reserves the right, in its sole discretion, to accumulate assets to offset its eventual
liabilities under this Plan and physically or legally to segregate assets for the benefit of any
Participant or Participant’s spouse or Beneficiary (whether by escrow, by trust, by the
purchase of an annuity contract or by any other method of funding selected by the Company) without
liability for any adverse tax consequences resulting to that Participant or that Participant’s
spouse or Beneficiary from the Company’s action. Any such segregation of assets may be made with
respect to the Company’s obligations under this Plan for benefits attributable to an individual
Participant, a selected group of Participants or all Participants, as the Company may determine
from time to time, in its absolute discretion. Benefits under this Plan shall be payable by the
Company from the Company’s general assets and no



 









 




other company shall have any responsibility or liability under this Plan. The Company’s
liabilities under this Plan shall, however, be discharged to the extent of any payment received by
the Participant (or the Participant’s surviving spouse or Beneficiary) from any other company made
for that purpose and on the Company’s behalf or for its benefit.




SECTION 12 — Alienation or Encumbrance




     No payments, benefits or rights under this Plan shall be subject in any manner to
anticipation, sale, transfer, assignment, mortgage, pledge, encumbrance, charge or alienation by a
Participant, the Participant’s spouse or Beneficiary or any other person who could or might
possibly receive benefit payments that were due to the Participant or the Participant’s spouse or
Beneficiary, but were not paid. If the Company determines that any person entitled to payments
under this Plan has become insolvent, bankrupt, or has attempted to anticipate, sell, transfer,
assign, mortgage, pledge, encumber, charge or otherwise in any manner alienate any amount payable
to that person under this Plan or that there is any danger of any levy, attachment, or other court
process or encumbrance on the part of any creditor of that person, against any benefit or other
amounts payable to that person, the Company may, in its sole discretion and to the extent permitted
by law, at any time, withhold any or all such payments or benefits and apply the same for the
benefit of that person, in such manner and in such proportion as the Company may deem proper.



SECTION 13 — Administration of Plan




     (a) This Plan shall be interpreted, administered, and operated by the Pension
Committee, which shall have complete authority, in its sole and absolute discretion, to determine
who is eligible for benefits hereunder, to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other determinations necessary or advisable
for the administration of this Plan. The Pension Committee’s interpretations of this Plan and
actions in respect of this Plan shall be binding and conclusive on all persons for all
purposes. It is intended that this Plan comply with Section 409A of the Code and any regulations
or guidance issued thereunder and shall be interpreted accordingly. Notwithstanding the amendment
provisions of Section 17, this Plan may be amended by the Board of Directors of the Company at any
time, retroactively, if found necessary, in the opinion of the Board of Directors, to conform this
Plan to the provisions and requirements of Section 409A of the Code. No such amendment shall be
considered prejudicial to any interest of a Participant, the Participant’s spouse, or Beneficiary
hereunder. Any provision of this Plan not in conformance with Code Section 409A shall be void.



     (b) Neither the Pension Committee nor any person acting on its
behalf shall be liable to any person for any action taken or omitted in connection with the
interpretation and administration of this Plan unless attributable to gross negligence or willful
misconduct. In addition to such other rights of indemnification as they may have as directors,
officers or employees of the Company, each member of the Pension Committee shall be indemnified by
the Company against the reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in connection with
any appeal therein, to which he or she may be a party by reason of any action taken or omitted
under or in connection with this Plan, and against all amounts paid in settlement thereof, provided
such settlement is approved by independent legal counsel selected by the Company, or paid by him or
her in satisfaction of a judgment in any such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action, suit or proceeding that such member is
liable for gross negligence or willful misconduct in his or her duties; provided that within 60
days after the institution of such action, suit or proceeding the member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.



     (c) If a Participant is also a member of the Pension Committee, the Participant may
not vote or act upon matters relating specifically to his or her participation in this Plan.



SECTION 14 — No Guarantee of Employment




     This Plan shall not be construed as conferring any legal rights upon any Participant for
continuation of employment, nor shall it interfere with the rights of the Company to discharge a Participant and to treat him or her without regard to the effect which such treatment might
have upon him or her under this Plan.




 












 







SECTION 15 — Choice of Law




     This Plan, and the respective rights and duties of the parties hereunder, shall in all
respects be governed by and construed in accordance with the laws of the State of Maryland, except
to the extent that those laws shall have been preempted by the laws of the United States.



SECTION 16 — Claims Procedure




     Any claim by a Participant, a Participant’s spouse or Beneficiary that benefits under this
Plan have not been paid in accordance with the terms and conditions of this Plan shall be made in
writing and delivered to the Pension Committee at the Company’s principal office in the State of
Maryland. The Pension Committee shall notify the claimant if any additional information is needed
to process the claim. All claims shall be approved or denied by the Pension Committee within 90
days of receipt of the claim by the Pension Committee. If the claim is denied, the Pension
Committee shall furnish the claimant with a written notice containing:



     (a) an explanation of the reason for the denial,



     (b) a specific reference to the applicable provisions of this Plan,



     (c) a description of any additional material or information necessary for the
claimant to pursue the claim, and



     (d) a statement of the claimant’s right to bring a civil action under Section 502(a)
of ERISA.



     Within 90 days of receipt of the notice described above, the claimant shall, if he or she
desires further review, file a written request for reconsideration with the Pension Committee. A
request for reconsideration must include an explanation of the grounds for the request and the
facts supporting the claim. So long as the claimant’s request for review is pending, including such
90-day period, the claimant or his or her duly authorized representative may review pertinent
documents and may submit issues and comments in writing to the Pension Committee.



     A final and binding decision shall be made by the Pension Committee within 60 days of the
filing of the request for reconsideration; provided, however, that the Pension Committee, in its
discretion, may extend this period up to an additional 60 days.



     The decision by the Pension Committee shall be conveyed to the claimant in writing and shall
include specific reasons for the decision, with specific references to the applicable provisions of
this Plan on which the decision is based and a statement of the claimant’s right to bring a civil
action under Section 502(a) of ERISA.



SECTION 17 — Amendments and Termination




     The Board of Directors of the Company reserves the right, in its sole and absolute discretion:
(a) to amend this Plan, in whole or in part, at any time and from time to time, and (b) to
terminate this Plan at any time; provided, however, that no such amendment or termination shall
have the effect of accelerating or permitting the acceleration of any payment under this Plan,
except to the extent that such acceleration would be permitted under Section 409A of the Code, and,
except as otherwise provided in Section 5(b), no such amendment or termination shall reduce the
Supplemental Pension or the Supplemental Spouse’s Death Benefit determined as of the date on which
the amendment is adopted or this Plan is terminated, as the case may be.



Amendment and Restatement adopted October 16, 2008