exv10w15






Exhibit 10.15




TEMPLE-INLAND

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(as amended and restated effective as of February 6, 2009)




ARTICLE 1




Intent




     This Temple-Inland Supplemental Executive Retirement Plan is maintained by TIN Inc. for the
purpose of providing supplemental retirement benefits to eligible employees.



ARTICLE 2




Definitions




     2.1 “Actuarially Equivalent” means an amount of equal actuarial value computed using
the interest rate and mortality assumptions set forth in Appendix I hereto.



     2.2 Administrator” means the person(s) or committee appointed to administer the
Retirement Plan.



     2.3 “Affiliate” means any trade or business, whether or not incorporated, that
together with the Company is treated as a single employer under Section 414(b) or 414(c) of the
Code.



     2.4 “Base Pension Benefit” means the sum of the following: (a) the total monthly
retirement income benefit, if any, payable to a Participant (or any alternate payee with respect to
the Participant) under the Defined Benefit Arrangements, calculated assuming that the Participant
commences receiving such retirement income benefit as of the Participant’s Retirement Date in the
form of a monthly single life annuity payable over the Participant’s lifetime; and (b) the monthly
amount, if any, of the monthly single life annuity set forth on Schedule II hereto with respect to
the Participant.



     2.5 “Beneficiary” means (a) in the case of a Participant upon whose death a survivor
benefit is payable under the Retirement Plan, the person to whom such survivor benefit is payable,
or (b) in the case of a Participant upon whose death a survivor benefit is not payable under the
Retirement Plan, such person as may be designated as the Participant’s Beneficiary in accordance
with such rules and procedures as may be prescribed by the Committee.



     2.6 “Board” means the Board of Directors of the Company.



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



     2.8 “Company” means TIN Inc. and any successor thereto.



 









 





     2.9 “Deferred Compensation” means (a) bonus compensation deferred under the
Temple-Inland Inc. Nonqualified Deferred Compensation Plan (or any successor thereto), and (b) cash
compensation deferred under any plan, program or policy of the Company or any of its Affiliates
requiring the deferral of compensation that would not be deductible by the Company or any of its
Affiliates by reason of Section 162(m) of the Code.



     2.10 “Defined Benefit Arrangements” means the Retirement Plan, the benefits provided
under Articles 5 hereof and 6 hereof, and such other plans, arrangements and benefits, if any, as
may be designated as “Defined Benefit Arrangements” in an appendix hereto.



     2.11 “Early Retirement Benefit” means with respect to a Participant, a monthly annuity
for the life of the Participant which, when combined with the Participant’s Base Pension Benefit,
will equal 50 percent of the Participant’s Final Average Monthly Compensation, reduced by five
percent (of the 50 percent amount) for each year (including fractions thereof based on whole
calendar months) that the Participant’s Termination of Employment precedes the date that the
Participant would attain age 60 (assuming the Participant survives until such date). By way of
example, if a Participant’s Termination of Employment occurs upon the Participant’s attainment of
age 58, the 50 percent amount would be reduced to 45 percent.



     2.12 “Early Retirement Date” means the first day of the month coinciding with or
immediately following the date that a Participant incurs a Termination of Employment on or after
the Participant’s Early Vesting Date but prior to the Participant’s Normal Vesting Date.



     2.13 “Early Vesting Date” means (a) the first date that a Participant has attained at
least age 55 and completed at least fifteen years of Vesting Service, or (b) the date that a
Participant incurs a Transformation Termination.



     2.14 “Final Average Monthly Compensation” means “Final Average Monthly Compensation”
as defined in the Retirement Plan, without taking into account the limit set forth in Section
401(a)(17) of the Code.



     2.15 “Normal Retirement Benefit” means a monthly annuity for the life of the
Participant which, when combined with the Participant’s Base Pension Benefit, will equal 50 percent
of the Participant’s Final Average Monthly Compensation.



     2.16 “Normal Retirement Date” means the first day of the month coinciding with or
immediately following the date that a Participant incurs a Termination of Employment on or after
the Participant’s Normal Vesting Date.



     2.17 “Normal Vesting Date” means the first date that a Participant has attained at
least age 60 and completed at least fifteen years of Vesting Service.



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     2.18 “Other Company Plan” means any tax-qualified defined benefit pension plan, other
than the Retirement Plan, that (a) is sponsored or maintained (or formerly sponsored or maintained)
by the Company or any of its Affiliates (or former Affiliates) and (b) has been merged into the
Retirement Plan or as to which benefits accrued thereunder, or service credited thereunder for
benefit accrual purposes, is taken into account in determining accrued benefits under a Retirement
Plan (other than for purposes of applying Section 415 of the Code).



     2.19 “Participant” means each person who is identified as a Participant for purposes
of Articles 4, 5, 6 and/or 7 hereof.



     2.20 “Plan” means the Temple-Inland Supplemental Executive Retirement Plan, as set
forth herein and amended from time to time. Effective August 2, 2002, sponsorship of this Plan was
transferred from Temple-Inland Inc. to the Company.



     2.21 “Retirement Date” means a Participant’s Early Retirement Date or Normal
Retirement Date, as applicable.



     2.22 “Retirement Benefit” means the total of a Participant’s Executive SERP Retirement
Benefit (if any), Section 415 Retirement Benefit (if any), Section 401(a)(17) Retirement Benefit
(if any), and Individual Retirement Benefit (if any).



     2.23 “Retirement Plan” means the Temple-Inland Retirement Plan (named the
Temple-Inland Salaried Retirement Plan prior to December 31, 2002), as amended from time-to-time,
and any successor thereto.



     2.24 “Section 401(a)(17) Amount” means the amount payable under Article 6 hereof,
excluding the portion thereof attributable to the taking into account, pursuant to clause (a)(ii)
of the first sentence of Section 6.2 hereof, of Deferred Compensation in determining the amount
payable under the Article 6 hereof.



     2.25 “Spin-Off Date” means the effective date of the spin off by Temple-Inland Inc. of
the stock of Guaranty Financial Group Inc.



     2.26 “Supplemental Plan” means the Temple-Inland Supplemental Benefits Plan.



     2.27 “Termination of Employment” means a Participant’s “separation from service”
(within the meaning of Section 409A of the Code) with the Company and its Affiliates.



     2.28 “Transformation Termination” means a Termination of Employment that occurs as a
result of the Transformation Plan announced by the Temple-Inland Inc. on February 26, 2007, as
determined by the Administrator.



     2.29 “Vesting Service” means (a) in the case of a Participant who is an active
participant in the Retirement Plan immediately prior to the Participant’s Termination of
Employment, the Participant’s “Vesting Service” under such plan, and (b) in the case of



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any Participant who is not an active participant in the Retirement Plan immediately prior to
the Participant’s Termination of Employment, “Vesting Service” as defined in an appendix hereto.



ARTICLE 3




Amount of Retirement Benefit Under Plan




     A Participant’s Retirement Benefit under this Plan shall be the aggregate of the Participant’s
Executive SERP Retirement Benefit (if any) under Article 4, Section 415 Retirement Benefit (if any)
under Article 5, Section 401(a)(17) Retirement Benefit (if any) under Article 6, and Individual
Retirement Benefit (if any) under Article 7.



ARTICLE 4




Executive SERP Retirement Benefit




     4.1 Eligibility. Each person listed on Schedule I hereto shall be a “Participant” for
purposes of this Article 4 and shall be eligible to receive an “Executive SERP Retirement Benefit”
in accordance with, and subject to the terms of, this Article 4.



     4.2 Normal Retirement. If a Participant’s Termination of Employment occurs on or
after the Participant’s Normal Vesting Date, the Participant shall be entitled to receive an
Executive SERP Retirement Benefit, in the form of a lump sum payment, that is Actuarially
Equivalent to the Participant’s Normal Retirement Benefit, payable as provided in Article 8 hereof.
No Normal Retirement Benefit shall be payable hereunder if the Participant’s Base Pension Benefit
as of the Participant’s Normal Retirement Date equals or exceeds 50 percent of the Participant’s
Final Average Monthly Compensation.



     4.3 Early Retirement. If a Participant’s Termination of Employment occurs on or after
the Participant’s Early Vesting Date but before the Participant’s Normal Vesting Date, the
Participant shall be entitled to receive an Executive SERP Retirement Benefit, in the form of a
lump sum payment, that is Actuarially Equivalent to the Participant’s Early Retirement Benefit,
payable as provided in Article 8 hereof. No Early Retirement Benefit shall be payable hereunder if
the Participant’s Base Pension Benefit as of the Participant’s Early Retirement Date equals or
exceeds 50 percent of the Participant’s Final Average Monthly Compensation, reduced by five percent
for each year (including fractions thereof based on whole calendar months) that the Participant’s
Termination of Employment precedes the date that the Participant would attain age 60 (assuming the
Participant survives until such date).



     4.4 Survivor Benefit. In the event of a Participant’s death after the Participant’s
Early Vesting Date or Normal Vesting Date but before the Participant’s Termination of Employment,
the Participant’s Beneficiary shall be entitled to receive a survivor benefit (“Survivor Benefit”)
pursuant to this Article 4 equal to 50% of the lump sum amount that would be payable to the
Participant hereunder assuming that the Participant’s Retirement Date occurred as of the day before
the Participant’s death. In



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the event of a Participant’s death after Termination of Employment but before actual payment
to the Participant of the Participant’s Executive SERP Retirement Benefit, the full amount of the
lump sum payment that would have been paid to the Participant shall be paid to the Participant’s
Beneficiary. Any Survivor Benefit payable pursuant to this Article 4 shall be paid in accordance
with Article 8 hereof.



     4.5 Vesting. Unless a Participant’s Early Retirement Date or Normal Retirement Date
occurs on or prior to the Participant’s Termination of Employment or death, no Executive SERP
Retirement Benefit (or any other benefit) shall be payable pursuant to this Article 4 to the
Participant or the Participant’s Beneficiary.



ARTICLE 5




Section 415 Retirement Benefit




     5.1 Eligibility. Each person who is a participant in the Retirement Plan shall be a
“Participant” for purposes of this Article 5 and shall be eligible to receive a “Section 415
Retirement Benefit” in accordance with, and subject to the terms, of this Article 5.



     5.2 A Participant shall be entitled to receive upon Termination of Employment, a Section 415
Retirement Benefit, in the form of a lump sum payment, that is Actuarially Equivalent to the
excess, if any, of (a) the amount the Participant would have been entitled to receive under the
Retirement Plan from time to time, but determined without regard to the limitations imposed on
benefits provided under the Retirement Plan by reason of Section 415 of the Code, over (b) the
amount such Participant was entitled to receive under the Retirement Plan taking into account the
limitations imposed on benefits provided under the Retirement Plan by reason of Section 415 of the
Code, provided that the minimum Section 415 Retirement Benefit determined pursuant to this Article
5 shall be equal to the amount that would be payable under the Retirement Plan but for the
application of Section 401(a)(17) of the Code and Section 415 of the Code, reduced by the Section
401(a)(17) Amount.



     5.3 Survivor Benefit. In the event of a Participant’s death prior to the payment of
any Section 415 Retirement Benefit to the Participant pursuant to this Article 5, this Article 5
shall apply to the Participant’s Beneficiary and terms of this Article 5 shall be applied by
reference to the amount, if any, payable to the Beneficiary under the Retirement Plan.



     5.4 Certain Reductions. Any payments to which a Participant or Beneficiary would
otherwise be entitled under the preceding provisions of this Article 5 shall be reduced by an
amount that is Actuarially Equivalent to the excess of (a) any benefits to which the Participant or
Beneficiary is entitled (or has previously received) pursuant to this Article 5 or the terms of any
plan, program, or arrangement that is (or was) intended to “make up” for reductions in accrued
benefits under any Other Company Plan occurring by reason of Section 415 of the Code, Section
401(a)(17) of the Code, or the deferral of compensation, over (b) the amount of any reduction in
the Participant’s benefits under Section 6.4 hereof.



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ARTICLE 6




Section 401(a)(17) Retirement Benefit




     6.1 Eligibility. Each person who is a participant in the Retirement Plan shall be a
“Participant” for purposes of this Article 5 and shall be eligible to receive a “Section 401(a)(17)
Retirement Benefit” in accordance with, and subject to the terms of, this Article 6.



     6.2 A Participant shall be entitled to receive upon Termination of Employment, a Section
401(a) (17) Retirement Benefit, in the form of a lump sum payment, that is Actuarially Equivalent
to the excess, if any, of (a) the amount the Participant would have been entitled to receive under
the Retirement Plan from time to time, but determined (i) without regard to the compensation
limitation imposed under the Retirement Plan by reason of Section 401(a)(17) of the Code, and (ii)
by taking into account Deferred Compensation at the time such compensation would otherwise have
been paid absent deferral, over (b) the amount the Participant was entitled to receive under the
Retirement Plan taking into account the compensation limitation imposed under the Retirement Plan
by reason of Section 401(a)(17) of the Code. Notwithstanding the foregoing provisions of this
Article 6, the amount otherwise payable to a Participant pursuant to this Article 6 shall be
reduced to the extent that the sum of (a) the amount payable pursuant to the terms of this Article
6, (b) any amount payable to the Participant pursuant to Article 5 hereof, and (c) amounts payable
to the Participant under the Retirement Plan, exceed the amount that would be payable under the
Retirement Plan but for the application of Sections 401(a)(17) and 415 of the Code and the
exclusion of Deferred Compensation from the definition of “Compensation” under the Retirement Plan.



     6.3 Survivor Benefit. In the event of a Participant’s death prior to the payment of
any Section 401(a)(17) Retirement Benefit to the Participant pursuant to this Article 6, this
Article 6 shall apply to the Participant’s Beneficiary and terms of this Article 6 shall be applied
by reference to the amount, if any, payable to the Beneficiary under the Retirement Plan. Any
survivor benefit payable pursuant to this Article 6 shall be paid in accordance with Article 8.



     6.4 Certain Reductions. Any payments to which a Participant or Beneficiary would
otherwise be entitled pursuant to the preceding provisions of this Article 6 shall be reduced by an
amount that is Actuarially Equivalent to the amount of any benefits to which the Participant is
entitled (or has previously received) pursuant to Article 6 hereof or the terms of any plan,
program, or arrangement that is (or was) intended to “make up” for reductions in accrued benefits
under any Other Company Plan occurring by reason of Section 401(a)(17) of the Code or the deferral
of compensation.



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ARTICLE 7




Individual Retirement Benefit




     A person shall be a “Participant” for purposes of this Article 7 only to the extent
specifically provided in an appendix to this Plan and shall be entitled to an Individual Retirement
Benefit only to the extent specifically provided in the appendix. The amount and other terms and
conditions of the Individual Retirement Benefit shall be governed by the terms of the applicable
appendix and the terms of this Plan.



ARTICLE 8  




Payment of Benefits




     8.1  Termination of Employment On or After January 1, 2008. In the case of a
Participant who incurs a Termination of Employment on or after January 1, 2008, the Participant’s
Retirement Benefit shall be calculated as of the date of Termination of Employment and shall be
paid in the form of a lump-sum payment payable as soon as practicable after Termination of
Employment (and in all events within 90 days after Termination of Employment).



     8.2 Termination of Employment Before January 1, 2008. In the case of a Participant
who incurs a Termination of Employment before January 1, 2008, the Participant’s Retirement Benefit
shall be paid to the Participant in accordance with the terms of the Plan as in effect prior to the
date of this amendment and restatement, any “Participant Consent to Payment” or “Consent to
Distribution” (each, a “Consent”), and the requirements of Section 409A of the Code (to the extent
applicable).



     8.3 Certain Consents to Payment. Notwithstanding anything in this Article 8 to the
contrary and whether or not the Participant has incurred a Termination of Employment, in the case
of any Participant who has executed a Consent, the Participant’s Retirement Benefit shall be paid
in accordance with such Consent and the Actuarially Equivalent amount to be paid shall be
determined in accordance with the terms of such Consent.



     8.4 Section 409A Mandatory Delay in Benefit Payments for Specified Employees.
Notwithstanding the preceding provisions of this Article 8, to the extent required by Section 409A
of the Code, the Administrator shall delay payment of the Retirement Benefit of a Participant who
is a “specified employee” (within the meaning of Section 409A of the Code) until the earlier of (a)
the date that is six months after the date of the Participant’s Termination of Employment, or (b)
the date of the specified employee’s death. The aggregate amount of payment(s) otherwise payable
during the delay period (plus interest thereon at a rate equal to the simple average of the rate
for the last four reporter quarters preceding the Participant’s Termination of Employment under the
Vanguard U.S. Treasury Fund under the Temple-Inland Salaried Savings Plan or any



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successor thereto) shall be payable to the specified employee upon the expiration of the delay
period.



     8.5 Survivor Benefits. Any survivor benefits payable to a Beneficiary pursuant to
Articles 4, 5, 6, and/or 7 shall be calculated as of the date of the Participant’s death and shall
be paid in the form of a lump-sum payment payable as soon as practicable after the date of the
Participant’s death (and in all events within 90 days after such date of death).



ARTICLE 9




Claims




     9.1 Claims Procedure. Claims for benefits under the Plan shall be filed with the
Administrator. If any Participant or other payee (a “claimant”) claims to be entitled to a benefit
under the Plan and the Administrator determines that such claim should be denied in whole or in
part, the Administrator shall notify such claimant of its decision in writing (which may be
provided electronically). Such notification will be written in a manner calculated to be
understood by the claimant and will contain (a) specific reasons for the denial, (b) specific
reference to pertinent Plan provisions, (c) a description of any additional material or information
necessary for the claimant to perfect such claim and an explanation of why such material or
information is necessary, and (d) a description of the Plan’s review procedures and the time limits
applicable to such procedures, including a statement of the claimant’s right to bring a civil
action under Section 502(a) of ERISA following the rendering of an adverse decision on review.
Such notification will be given within a reasonable period of time, but not later than 90 days
after the claim is received by the Administrator, unless the Administrator determines that special
circumstances require an extension of time for processing the claim. If the Administrator
determines that such an extension of time is required, written notice of the extension shall be
provided to the claimant prior to the end of the initial 90-day period. The extension notice shall
indicate the special circumstances requiring the extension of time and the date by which the
Administrator expects to render its decision. In no event shall the extension exceed an additional
90 days from the end of the initial 90-day period. Any electronic notification provided by the
Administrator under this Article 9 shall comply with the standards imposed by 29 C.F.R.
2520.104b-1(c)(1)(i)-(iv).



     9.2 Review Procedure.



          (a) Within 60 days after the date on which a claimant receives a written notice of a denied
claim, the claimant may file a written request with the Administrator for a review of the denied
claim. If the claimant requests a review of the denied claim, the claimant shall be entitled to
submit to the Administrator written comments, documents, records and other information relating to
the claim for benefits and to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the claimant’s claim for
benefits.




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The Administrator shall perform its review taking into account all comments, documents,
records and other information submitted by the claimant relating to the claim without regard to
whether such information was submitted or considered in the initial benefit determination. The
Administrator will notify the claimant of its decision in writing (which may be provided
electronically). If the claim is denied, the notification will be written in a manner calculated
to be understood by the claimant and will contain (i) the specific reasons for the denial, (ii)
references to pertinent provisions of the Plan, (iii) a statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claimant’s claim for benefits, and (iv) a statement
of the claimant’s right to bring an action under Section 502(a) of ERISA.




          (b) The review provided for by Section 9.2(a) will be made within a reasonable period of time,
but not later than 60 days after the Administrator receives the request for review, unless the
Administrator determines that special circumstances require an extension of time for processing the
claim. If the Administrator determines that an extension of time is required, written notice of
the extension shall be furnished to the claimant prior to the end of the initial 60-day period.
The extension notice shall indicate the special circumstances requiring the extension of time and
the date by which the Administrator expects to render its decision. In no event shall the
extension exceed an additional 60 days from the end of the initial 60-day period. If the extension
of time is needed due to the claimant’s failure to submit information necessary to make a decision,
the period during which the Administrator must make a decision shall be tolled from the date the
extension notice is sent to the claimant until the date the claimant responds to the request for
additional information.




ARTICLE 10




Administration




     This Plan shall be administered by the Administrator. The Administrator shall have all powers
necessary to carry out the provisions of this Plan, including, without reservation, the power to
delegate administrative matters to other persons and to interpret this Plan in its discretion.



ARTICLE 11




Miscellaneous




     11.1 Amendment or Termination. The Board may amend or terminate the Plan at any time;
provided, however, that (a) either the Board or the Chief Executive Officer of the
Company may amend or modify Schedule I hereto at any time, and (b) no amendment or termination of
the Plan (each, a “Plan Change”) may adversely affect in any material respect any vested portion of
the Participant’s Retirement Benefits as of the date of the Plan Change without the consent of the
Participant (or the Participant’s Beneficiary if the Participant is deceased as of the date of the
Plan Change).



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     11.2 No Duplication of Benefits. Notwithstanding any provisions of this Plan to the
contrary, the Section 415 Retirement Benefit and the Section 401(a)(17) Retirement Benefit payable
under Articles 5 and 6, respectively, shall be determined and coordinated by the Administrator so
as to prevent any duplication of benefits under this Plan and any Other Company Plan.



     11.3 No Alienation of Benefits. Participants and Beneficiaries shall have no right to
alienate, anticipate, commute, sell, assign, transfer, pledge, encumber or otherwise convey the
right to receive any payment under this Plan, and any payment under this Plan or rights thereto
shall not be subject to the debts, liabilities, contracts, engagements or torts of Participants or
Beneficiaries nor to attachment, garnishment or execution, nor shall they be transferable by
operation of law in the event of bankruptcy or insolvency. Any attempt, whether voluntary or
involuntary, to effect any such action shall be null, void, and of no effect.



     11.4 No Rights to Continued Employment. Nothing contained herein shall be construed
as conferring upon a Participant the right to continue in the employ of the Company or any
Affiliate.



     11.5 Incapacity. If the Administrator determines that any Participant or Beneficiary
is unable to care for his or her affairs because of illness or accident, any Retirement Benefit or
Survivor Benefit payment due hereunder (unless a prior claim therefor shall have been made by a
duly appointed guardian, committee, or other legal representative) may be paid to such
Participant’s or Beneficiary’s spouse, child, brother or sister, or to any person deemed by the
Administrator to have incurred expenses for such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liabilities of the Company hereunder.



     11.6 Withholding. The Company shall have the right to deduct from any payment to be
made pursuant to this Plan or any other payment to be made to a Participant or Beneficiary by the
Company or any of its affiliates any Federal, state or local taxes required by law to be withheld
with respect to the participation of the Participant in this Plan and payments made hereunder.



     11.7 No Funding of Benefits. To the extent a Participant or any other person acquires
a right to receive payments from the Company under this Plan, such right shall be no greater than
the right of any unsecured general creditor of the Company, and such person shall have only the
unsecured promise of the Company that such payments shall be made.



     11.8 Top-Hat Plan; Excess Plan. The Plan, except with respect to the Section 415
Retirement Benefits provided pursuant to Article 5 hereof, is intended to qualify as a “top-hat”
plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and
shall cover a select group of management or highly compensated employees. The Section 415
Retirement Benefits provided pursuant to Article 5 hereof and related provisions of the Plan shall
constitute a separate plan that is an excess benefit plan within the meaning of Section 3(36) of
ERISA.



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     11.9 Headings. The headings of Sections hereof are included solely for convenience of
reference and shall not control the meaning or interpretation of any of the provisions of the Plan.



     11.10 Applicable Law. This Plan shall be construed and enforced in accordance with
the laws of the State of Texas, except to the extent preempted by federal law.



     11.11 Section 409A of the Code. The Plan is intended to comply with the requirements
of Section 409A of the Code, and the Administrator shall administer and interpret the Plan in
accordance with such requirements. If any provision of the Plan conflicts with the requirements of
Section 409A of the Code, the requirements of Section 409A of the Code shall supersede any such
Plan provision.



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SCHEDULE I




PARTICIPANTS




Randall D. Levy

J. Patrick Maley III

Doyle R. Simons




 









 





APPENDIX I




ACTUARIAL EQUIVALENCE




     1. For purposes of the definition of Actuarially Equivalent for Retirement Benefits with an
“annuity starting date” (within the meaning of Section 417 of the Code) on or after January 1, 2008
and prior to May 2, 2008, the following shall be used: (a) an interest rate equal to the
“applicable interest rate” under Section 417(e)(3) of the Code for the second full calendar month
immediately preceding the first day of the calendar year during which the annuity starting date
occurs, and (b) the “applicable mortality table” under Section 417(a)(3) of the Code.



     2. For purposes of the definition of Actuarially Equivalent for Retirement Benefits with an
“annuity starting date” (within the meaning of Section 417 of the Code) on or after May 2, 2008,
the following shall be used: (a) an interest rate equal to the annual rate of interest on 30-year
Treasury securities for the second full calendar month immediately preceding the first day of the
calendar year during which the annuity starting date occurs, and (b) the “applicable mortality
table” under Section 417(a)(3) of the Code. The calculation of Actuarially Equivalent Retirement
Benefits under this Section 2 shall reflect any early retirement subsidy under the Retirement Plan
(by reference to which benefits under this Plan are determined), as of the later of (i) age at
Termination of Employment and (ii) the earliest early retirement date permitted under the
Retirement Plan, actuarially reduced from such date to the date of Termination of Employment.




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