exv10w12






Exhibit 10.12




COOPER INDUSTRIES

MANAGEMENT INCENTIVE COMPENSATION

DEFERRAL PLAN

POST-2004 PART




(Effective January 1, 2005)




Background




     In order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986,
as amended, and the Treasury regulations and rulings thereunder (collectively, “Section 409A”) and
to facilitate administration of deferrals under Section 409A, the Cooper Industries Management
Incentive Compensation Deferral Plan has been bifurcated into pre-409A and post-2004 parts.



     The terms of the Cooper Industries Management Incentive Compensation Deferral Plan as in
effect on October 3, 2004 (“Pre-409A Part”), have been frozen and shall not be modified except as
permitted under Section 409A so as to preserve the grandfathered status of deferrals and related
earnings thereunder. Deferrals retained under the Pre-409A Part are those employee deferrals that
were earned and vested as of December 31, 2004, and income attributable to such grandfathered
deferrals.



     The terms of the Cooper Industries Management Incentive Compensation Deferral Plan, as amended
and restated effective January 1, 2005, for compliance with Section 409A shall constitute the
“Post-2004 Part.” Deferrals that were earned or vested after December 31, 2004, including those
for Award Years 2004, 2005, 2006, and 2007, although technically made under the Pre-409A Part, were
made and administered in good faith in accordance with the requirements of Section 409A. Such
non-grandfathered deferrals and related earnings have been transferred to, and have become part of,
Accounts under the Post-2004 Part. Deferrals of Participants for Award Year 2008 and later Award
Years shall be made under the Post-2004 Part.



     The Pre-409A Part and the Post-2004 Part shall together constitute the Cooper Industries
Management Incentive Compensation Deferral Plan (“Plan”).



ARTICLE 1

Purposes of the Plan




     The Plan is intended to provide a method for attracting and retaining key employees of Cooper
Industries, Ltd. (the “Company”) and its subsidiaries, and to encourage them to remain with and
devote their best efforts to the business of the Company, thereby advancing the interests of the
Company and its shareholders.



 









 





ARTICLE II

Definitions




     The following are defined terms wherever they appear in this Post-2004 Part:



     “Account” shall mean the bookkeeping account established for a Participant or former
Participant under Article 4.



     “Affiliate” shall mean all employers, present and future, with whom the Company is considered
a single employer under Sections 414(b) and 414(c) of the Code.



     “Award Year” shall mean the initial calendar year beginning January 1, 2004, and each calendar
year thereafter, for which an Incentive Award would become payable in one lump sum in the calendar
year immediately following the Award Year. The term “Award Year” shall not be changed to a period
that is not the calendar year unless appropriate changes are made to the Post-2004 Part, including
those dealing with Participant elections, to conform with the requirements of Section 409A.



     “Change in Control” shall mean a change in control in the ownership or effective control of
the Company, or in the ownership of a substantial portion of the assets of the Company, within the
meaning of Section 409A.



     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



     “Committee” shall mean a committee of not less than three directors of the Company who shall
be appointed by and serve at the pleasure of the Board of Directors of the Company to administer
the Plan, including the Post-2004 Part.



     “Company” shall mean Cooper Industries, Ltd.



     “Deduction Limitation” shall mean, to the extent allowed under Section 409A, the following
described limitation on a distribution that is otherwise payable pursuant to the provisions of the
Post-2004 Part. If the Company determines in good faith that there is a reasonable likelihood that
a distribution under the Post-2004 Part would not be deductible by the Company when paid solely by
reason of the limitation under Section 162(m) of the Code, the Company may defer that amount of the
distribution to the extent deemed necessary to ensure deductibility; provided, however,
that the Deduction Limitation shall not be applied to any distributions made after a Change in
Control and provided further that the amounts deferred (and amounts credited thereon)
because of Section 162(m) shall be distributed to the Participant (or designated beneficiary in the
event of the Participant’s death) at the earlier of (i) the earliest possible date that they are
deductible or (ii) a Change in Control. Any amounts deferred pursuant to the Deduction Limitation
shall continue to be credited with interest equivalents in accordance with Section 4(b).



     “Deferred Compensation” shall mean, for any particular Award Year, an Incentive Award that has
been deferred for that Award Year pursuant to the terms of the Post-2004 Part and the interest
equivalents related to such Incentive Award. Deferred Compensation shall



 









 







include Incentive Awards deferred for Award Years 2004, 2005, 2006, and 2007, which were
administered in good faith pursuant to the transitional rules of Section 409A.



     “Employee” shall mean an individual carried on and paid through the payroll of the Company or
an Affiliate as an employee.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time
to time.



     “Incentive Award” shall mean, for any particular Award Year, the annual incentive compensation
or bonus awarded to Employees under the Cooper Industries Annual Management Incentive Plan or
another annual bonus plan for key Employees of the Company or an Affiliate and payable (or
otherwise payable but for deferral under the Post-2004 Part) on or before March 15 of the
immediately succeeding calendar year (or any other later time during such calendar year specified
in the Cooper Industries Annual Management Incentive Plan or other bonus plan).



     “Participant” shall mean each Employee who participates in the Post-2004 Part in accordance
with its terms and conditions. To the extent required by the context, a Participant shall include
an inactive or former Participant.



     “Performance-Based Compensation” shall mean compensation that is not equity-based compensation
and that is contingent on the satisfaction of pre-established organizational or individual
performance criteria relating to a performance period of at least twelve (12) consecutive months in
which Participants perform services. Performance criteria shall be established in writing not
later than ninety (90) days after the commencement of the period of service to which the criteria
relate. Compensation shall not be Performance-Based Compensation if any amount or portion will be
paid regardless of performance or is based upon a level of performance that is substantially
certain to be met at the time the criteria are established.



     “Plan” shall mean the Cooper Industries Management Incentive Compensation Deferral Plan,
which, effective January 1, 2005, consists of the Pre-409A Part and the Post-2004 Part.



     “Post-2004 Part” shall mean the terms of the Cooper Industries Management Incentive
Compensation Deferral Plan, as amended and restated, effective January 1, 2005, for compliance with
Section 409A, and as amended from time to time.



     “Pre-409A Part” shall mean Cooper Industries Management Incentive Compensation Deferral Plan,
as in effect on October 3, 2004.



     “Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended, and
the Treasury regulations and rulings thereunder.



     “Separation from Service” shall mean the termination of employment of an Employee with the
Company and all Affiliates for any reason other than death; provided, however, that a
Company-approved leave of absence shall not be considered a termination of employment if the leave
does not exceed six (6) months or, if longer, so long as the Employee’s right to reemployment is
provided either by statute or by contract. Whether an Employee has incurred a Separation from
Service shall be determined in accordance with Section 409A.



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ARTICLE 2

Administration of the Plan




     The Plan shall be administered by the Committee. Members of the Committee shall not be
eligible, and shall not have been eligible at any time within one year prior to their appointment
to the Committee, to participate in the Plan. The Committee is authorized to interpret the Plan
and may from time to time adopt such rules and regulations, consistent with the provisions of the
Plan, as it may deem advisable to carry out the Plan. All decisions made by the Committee shall be
final. All expenses incurred in connection with the administration of the Plan shall be borne by
the Company.



ARTICLE 3

Participation in the Plan




     (a) Eligible Class. All key Employees of the Company and its Affiliates who are
eligible to earn an Incentive Award during a calendar year shall be within the class of employees
eligible to participate in the Post-2004 Part with respect to that Incentive Award. The Plan,
including the Post-2004 Part, is intended to benefit only a select group of executive management
and highly compensated executive employees within the meaning of Sections 201(2), 301(a)(3), and
401(a)(1) of ERISA.



     (b) Eligible Employees. Employees eligible to participate in the Plan shall be those
Employees within the eligible class described in paragraph (a) above who either are officers of the
Company or who have been selected for eligibility by the Chief Executive Officer of the Company.



     (c) Election to Participate. An eligible Employee may elect to become a Participant
with respect to the Incentive Award to be earned by such Employee during any Award Year by filing
an election to defer the receipt of a portion or all of such Employee’s Incentive Award for that
Award Year in the form specified by the Committee within the time permitted for making elections.
Subject to the terms of the Post-2004 Part, the election shall specify the amount to be deferred
for the Award Year, the date or dates for payment, and the form of payment.



     (d) Terms of Initial Election. A Participant shall elect the amount of an Incentive
Award to be deferred for the Award Year, which may be (i) an integral percentage from 1% to 100%,
(ii) a certain dollar amount or (iii) the amount in excess of a certain dollar amount of the
Participant’s Incentive Award for the Award Year. A Participant shall also elect the time and form
of payment of Deferred Compensation at the time the election to defer an Incentive Award is made.



     Subject to the “Deduction Limitation,” a Participant may elect (x) a single lump sum payment
or (y) a series of substantially equal installments over a period certain of up to fifteen (15)
years; provided that, if payment in installments is elected by a Participant, the number of
such installments shall be automatically reduced (at the time payment of the Participant’s Account
commences), if necessary, to the largest number of installments that will result in an annual
payment to such Participant of $25,000 or more. If Deferred Compensation is payable in
installments, the amount of each such installment shall be equal to a fraction of the amount of the



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Account remaining to be paid with respect to the Deferred Compensation for that Award Year,
the numerator of which is one and the denominator of which is the number of installments of the
Deferred Compensation for that Award Year remaining to be paid. The installments of the Deferred
Compensation remaining to be paid shall continue to earn interest equivalents as provided in
Section 4(b).



     Subject to the terms of the Post-2004 Part, the election shall specify the calendar year in
which the payment of the Deferred Compensation for that Award Year shall be made or shall commence.
Subject to any limitations imposed by the Committee and/or Section 409A, the specified calendar
year may be a calendar year during the Participant’s active employment; the earlier or later of the
calendar year in which a Participant incurs a Separation from Service or attains a specified age;
or the earliest of the Participant’s death, Separation from Service, a specified calendar year, or
a Change in Control; provided that, notwithstanding anything in the Post-2004 Part to the
contrary, no payment upon a Separation from Service shall be made until the first day of the
seventh (7th) month following a Participant’s Separation from Service.



     (e) Time of Making Initial Elections.




     (i) Non-Performance-Based Compensation. An election by a Participant to defer
all or a portion of an Incentive Award that is not Performance-Based Compensation shall be
made not later than the December 31 immediately preceding the Award Year for which the
election is made. Such election shall be irrevocable as of the end of the December 31
immediately prior to the Award Year for which it is made.




     (ii) Performance-Based Compensation. An election by a Participant to defer all
or a portion of an Incentive Award that is Performance-Based Compensation and that relates
to services to be performed in the Award Year shall be made not later than the June 30 of
the applicable Award Year; provided that the Participant has continuously performed
services from a date no later than ninety (90) days after the commencement of the
performance period through a date no earlier than the date on which the deferral election is
made and provided, further that, in no event shall such election be made after such
Incentive Award has become both substantially certain to be paid and readily ascertainable.
Such election shall be irrevocable as of the end of each June 30 with respect to an
Incentive Award payable with respect to services to be performed in the Award Year for which
the election has been made.




     (iii) New Hires and Promotions. Notwithstanding Sections 3(e)(i) and (e)(ii),
in the first Award Year in which an Employee becomes eligible to participate in the Plan
(taking into consideration eligibility under all other nonqualified account balance plans of
the Company, as well as such plans of any Affiliate required to be aggregated with the Plan
under Section 409A in determining whether such Award Year is in fact the first year of
eligibility under a “plan” that includes the Plan), such Employee may make an irrevocable
initial deferral election within thirty (30) days of becoming first eligible with respect to
that portion of an Incentive Award that relates to services to be performed subsequent to
the election and ending on December 31 of that Award Year; provided that the maximum
portion of such Incentive Award that can be deferred under the Post-2004 Part shall be the
total Incentive Award for the Award Year multiplied by the ratio of the



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number of days remaining in the Award Year over the total number of days in the Award
Year.



     (f) Annual Elections. A deferral election made by a Participant (i) shall be
irrevocable for the Award Year to which it applies and (ii) shall not remain in effect for future
Award Years. Each Participant shall be required to make a separate election for each Award Year in
which the Participant participates in this Plan.



     (g) Subsequent Election as to Time and Form of Payment. Subject to acceptance by the
Committee and the Deduction Limitation, a Participant may elect to delay payment or to change the
form of payment previously elected if all the following conditions are met:




     (i) Such election shall not take effect until at least twelve (12) months after the
date on which the election is made; and




     (ii) The payment with respect to which such election is made is deferred for a period
of not less than five (5) years from the date such payment would otherwise be made; and




     (iii) Any election for a “specified time (or pursuant to a fixed schedule),” within the
meaning of Section 409A, shall not be made less than twelve (12) months prior to the date of
the first scheduled payment.


To the extent permitted under Section 409A, payments previously elected as installments shall be
treated as a right to a series of separate payments.




     (h) Special Election. On or before December 31, 2008, a Participant may make an
election to change the time and form of payment of that portion of his Account credited for Award
Years 2004, 2005, 2006, 2007, and 2008; provided that:




     (i) The requirements for transition relief under Section 409A are met, including the
requirements that no amount subject to the election shall otherwise be payable in 2008 and
that the election shall not cause an amount to be paid in 2008 that would not otherwise be
payable in such year; and




     (ii) The special election shall be subject to Article 5 and the Deduction Limitation.



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ARTICLE 4

Crediting of Deferred Compensation to Accounts




     (a) Establishment of Accounts. There shall be established for each Participant an
Account. An Account shall also be established for any participant or former participant in the
Pre-409A Part with undistributed deferrals under the Pre-409A Part not eligible for grandfathered
treatment under Section 409A.



     The Account of a Participant, as well as any participant or former participant in the Pre-409A
Part, shall be credited with that portion, if any, of his undistributed account balance under the
Pre-409A Part not eligible for grandfathered treatment under Section 409A, as well as Deferred
Compensation related to Award Years 2005 and 2006, and a corresponding debit shall be made to the
applicable account balance under the Pre-409A Part.



     Deferred Compensation attributable to Participant deferral elections shall be allocated to a
Participant’s Account at the time that the Incentive Award would otherwise have been paid to such
Participant had no election to defer been made. Participant’s Accounts shall be credited with
interest equivalents as provided in Section 4(b).



     To facilitate the operation of the Plan, the Committee may direct the establishment and
maintenance of subaccounts within a Participant’s Account. Accounts shall continue to be
maintained until paid out pursuant to the terms of the Post-2004 Part.



     (b) Crediting of Interest Equivalents. Each calendar year, the Committee shall credit
Accounts with interest equivalents equal to simple interest, at a rate of interest equal to the
average of the Chase Manhattan Bank Average Quarterly Prime Rates for the preceding calendar year,
on the value (including any interest previously credited pursuant to this paragraph) of a
Participant’s Account as of the valuation date in the prior calendar year.



ARTICLE 5

Payment of Deferred Compensation Amounts




     (a) Payment Generally. Subject to the Deduction Limitation and except as otherwise
provided in this Article 5, the Deferred Compensation credited to a Participant’s Account with
respect to an Award Year shall be paid in cash to the Participant pursuant to his deferral
election.



     Notwithstanding a Participant’s election, subject to Section 409A, if the Deferred
Compensation credited to a Participant’s Account at the earliest of death or Separation from
Service is equal to or less than $15,000 (taking into consideration the Pre-409A Part and all other
nonqualified account balance plans of the Company and any Affiliate required to be aggregated with
the Account in determining permissible cash outs under Section 409A), the Participant’s Account
shall be paid in a single sum; provided that the Deduction Limitation shall apply.



     Notwithstanding any other provision of the Post-2004 Part, no payment upon a Separation from
Service shall be made until the expiration of six months following a Participant’s Separation from
Service (the “Six-Month Delay”) and such payments shall



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commence on the first March 15th, June 15th, September 15th, or December 15th following the
expiration of such six month period. If installments are elected and effective, the second
installment and any other subsequent installments shall be paid on the anniversary of the first
installment.



     If a Participant elects to receive payment over a period certain (and not upon Separation from
Service), the Participant may choose payment to begin on a particular March 15th, June 15th,
September 15th, or December 15th, and, if installments are elected and effective, the second
installment and any other subsequent installments shall be paid on the anniversary of the first
installment.



     (b) Simultaneous Payments. It is recognized that the payment of Deferred Compensation
with respect to more than one Award Year may become payable to the Participant in the same year.



     (c) Unforeseeable Emergency. Upon the written request of a Participant and the
showing of an Unforeseeable Emergency, the Committee may, within thirty (30) days of its
determination that such an emergency exists, direct that an amount of such Participant’s Account be
paid to him. The amount that can be paid shall not exceed the amount necessary to satisfy the
Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated because of
such distribution, after taking into account the extent to which such emergency is or may be
relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant’s assets (to the extent the liquidation would not itself cause severe financial
hardship).



     For purposes of this Section 5(c), “Unforeseeable Emergency” shall mean a severe financial
hardship of the Participant resulting from an illness or accident of the Participant, the
Participant’s spouse, or the Participant’s dependent (as defined in Section 152(a) of the Internal
Revenue Code); loss of the Participant’s property due to casualty (including the need to rebuild a
home following damage to the home by natural disaster not otherwise covered by insurance); or other
similar or extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant. Except as otherwise permitted under Section 409A, the purchase of a
home is not an Unforeseeable Emergency, nor is payment of college tuition.



     (d) Section 409A Violation. If the Plan fails to meet the requirements of Section 409A
with respect to a Participant, the Committee will distribute the amount required to be included in
such Participant’s gross income as a result of such failure.



     (e) Change in Control. Unless the Committee has permitted Participants to make
initial elections as to distributions upon a Change in Control, the Committee shall direct upon a
Change in Control that all remaining Deferred Compensation then credited to Participants’ Accounts
shall be distributed to such Participants in a lump sum cash payment within ten (10) days after the
Change in Control.



     (f) Death of Participant. Any undistributed Deferred Compensation credited to a
Participant’s Account at his death shall be paid in a lump sum within ninety (90) days of death
provided that, if such ninety-day period begins in one taxable year and ends in another taxable



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year, neither Participant’s estate nor any beneficiary of Participant’s Account may choose in
which taxable year such lump sum will be paid. A Participant, by written instrument filed with the
Committee in such manner and form as it may prescribe, may designate one or more beneficiaries to
receive payment of the Participant’s Deferred Compensation in the event of his death. Any such
beneficiary designation may be changed from time to time prior to the death of the Participant. If
no beneficiary designation is in effect at a Participant’s death, payment shall be made to his
estate.



     (g) No Forfeiture. Deferred Compensation credited to a Participant’s Account shall,
in all cases, be nonforfeitable.



     (h) Debiting of Accounts. Once an amount of Deferred Compensation has been paid, such
amount shall be debited from the Participant’s Account and shall cease to exist.



     (i) No Acceleration. Except as permitted under Section 409A, no acceleration of the
time or form of payment of a Participant’s Account shall be permitted.



ARTICLE 6

Prohibition Against Assignment or Encumbrance




     No right, title, interest or benefit under the Plan shall ever be liable for or charged with
any of the torts or obligations of a Participant or any person claiming under a Participant, or be
subject to seizure by any creditor of a Participant or any person claiming under a Participant. No
Participant or any person claiming under a Participant shall have the power to anticipate or
dispose of any right, title, interest, or benefit under the Post-2004 Part in any manner until the
same shall have been actually distributed free and clear of the terms of the Post-2004 Part.



ARTICLE 7

Nature of the Plan




     The Company at its election may fund the payment of Deferred Compensation under all or a
portion of the Plan, including the Post-2004 Part, by setting aside and investing, in an account on
the Company’s books, such funds as the Company may from time to time determine. Neither the
establishment of the Plan, the crediting of Deferred Compensation, nor the setting aside of any
funds shall be deemed to create a trust. Legal and equitable title to any funds set aside pursuant
to the Plan shall remain in the Company, and no Participant shall have any security or other
interest in such funds. Any funds so set aside or acquired shall remain subject to the claims of
the creditors, present and future, of the Company and, to the extent required by the Code or other
applicable law, of the Affiliates employing Participants in the Plan.



ARTICLE 8

Employment Relationship




     Subject to the requirements of Section 409A, a Participant shall be considered to be in the
employment of the Company as long as he remains an employee of the Company or of any Affiliate,
including any corporation to which substantially all of the assets and business of the Company are
transferred.



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     Nothing in the adoption of the Plan nor the crediting of Deferred Compensation shall confer on
any Participant the right to continued employment by the Company or any Affiliate, or affect in any
way the right of the Company or any Affiliate to terminate his employment at any time. Any
question as to whether and when there has been a termination of a Participant’s employment (whether
or not such termination constitutes a Separation from Service) for purposes other than Plan
distributions, and the cause of such termination shall be determined by the Committee, and its
determination shall be final.



ARTICLE 9

Effective Date, Amendment and Termination of Plan




     The Post-2004 Part shall be effective as of January 1, 2005. The Committee or the Board of
Directors of the Company may amend, modify, suspend, or terminate (individually or in the
aggregate, a “Change”) the Post-2004 Part for any purpose except that: (i) neither the Committee
nor the Board of Directors of the Company shall make any Change which would impair the rights of a
Participant with respect to Deferred Compensation theretofore credited to that Participant’s
Account; and (ii) following a Change in Control, the terms and conditions of deferrals under the
Post-2004 Part may not be changed to the detriment of any Participant without such Participant’s
written consent. If not sooner terminated under the provisions of the Post-2004 Part, the
Post-2004 Part shall terminate as of the date on which all Deferred Compensation theretofore
credited to Accounts has been paid.



ARTICLE 10

Laws Governing




     The Post-2004 Part shall be construed in accordance with and governed by the laws of the State
of Texas, without giving effect to its conflict of law provisions, and applicable federal law.



ARTICLE 11

Miscellaneous




     (a) Tax Withholding. The Company and/or an employing Affiliate (and any agent of the
Company or such Affiliate) is authorized to withhold from any payment under the Post-2004 Part the
amount of withholding taxes due, in the opinion of the Company and/or Affiliate, in respect of such
payment and to take any other action as may be necessary, in the opinion of the Company and/or
Affiliate, to satisfy all obligations for the payment of such taxes. Any employee taxes due upon
deferrals may be deducted, in accordance with Section 409A, from Participant’s Account.



     (b) Section 409A. Although the Company shall use its best efforts to avoid the
imposition of taxation, penalties, and/or interest under Section 409A, tax treatment of deferrals
and other credits under the Plan (whether the Pre-409A Part or the Post-2004 Part) is not warranted
or guaranteed. No liability shall attach to the Company, any Affiliate, the Committee, the Board
of Directors of the Company, or any delegatee for any taxes, penalties, interest, or other monetary
amounts owed by any Participant, Employee, beneficiary, or other person as a



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result of the deferral or payment of any amounts under the Plan (whether the Pre-409A Part or
the Post-2004 Part) or as a result of the administration of amounts subject to the Plan (whether
the Pre-409A Part or the Post-2004 Part).



     (c) Claims Procedures. Generally payments will be made under the Post-2004 Part
without the necessity of filing a claim. An employee, Participant, beneficiary, or other person
who believes he is entitled to a benefit under the Post-2004 Part (hereinafter referred to as the
“Claimant”) may file a written claim with the Committee. A claim must state with specificity the
determination desired by the Claimant.



     The Committee shall consider the Claimant’s claim within a reasonable time, but no later than
ninety (90) days of receipt of the claim. If the Committee determines that special circumstances
require an extension of time for processing the claim, the Committee shall notify the Claimant in
writing of the extension before the end of the initial ninety (90)-day period and the written
notice shall indicate the special circumstances requiring an extension of time and the date by
which the Committee expects to make a decision. The extension of time shall not exceed ninety (90)
days from the end of the initial ninety (90)-day period.



     The Committee shall notify the Claimant (in writing or electronically) that a determination
has been made and that the claim is either allowed in full or denied in whole or in part. If the
claim is denied in whole or in part, the Committee shall notify (in writing or electronically) such
Claimant or an authorized representative of the Claimant, as applicable, of any adverse benefit
determination within ninety (90) days of receipt of the claim. Any adverse benefit determination
notice shall describe the specific reason or reasons for the denial, refer to the specific Plan
provisions on which the determination was based, describe any additional material or information
necessary for the Claimant to perfect his claim and explain why that material or information is
necessary, describe the Plan’s review procedures and the time limits applicable to those
procedures, including a statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a), following a denial upon review. If the notification is made electronically, it
must comply with applicable Department of Labor Regulations.



     Upon receipt of an adverse benefit determination, a Claimant may, within sixty (60) days after
receiving notification of that determination, submit a written request asking the Company to review
the Claimant’s claim. Each Claimant, when making his request for review of his adverse benefit
determination, shall have the opportunity to submit written comments, documents, records, and any
other information relating to the claim for benefits. Each Claimant shall also be provided, upon
request and free of charge, reasonable access to, and copies of, all documents, records, and other
information relevant to such Claimant’s claim for benefits. The review shall take into account all
comments, documents, records, and other information submitted by the Claimant relating to the
claim, regardless of whether the information was submitted or considered in the initial benefit
determination. If a Claimant does not submit his request for review in writing within the sixty
(60)-day period described above, his claim shall be deemed to have been conclusively determined for
all purposes of the Plan and the adverse benefit determination will be deemed to be correct.



     If the Claimant submits in writing a request for review of the adverse benefit determination
within the sixty (60)-day period described above, the Company (or its designee)



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shall notify (in writing or electronically) him of its determination on review within a
reasonable period of time but not later than sixty (60) days from the date of receipt of his
request for review, unless the Company (or its designee) determines that special circumstances
require an extension of time. If the Company (or its designee) determines that an extension of
time for processing a Claimant’s request for review is required, the Company (or its designee)
shall notify him in writing before the end of the initial sixty (60)-day period and inform him of
the special circumstances requiring an extension of time and the date by which the Company (or its
designee) expects to render its determination on review. The extension of time will not exceed
sixty (60) days from the end of the initial sixty (60)-day period.



     If the Company (or its designee) confirms the adverse benefit determination upon review, the
notification will describe the specific reason or reasons for the adverse determination, refer to
the specific Plan provisions on which the benefit determination is based, include 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 and
include a statement describing the Claimant’s right to bring an action under ERISA Section 502(a),
and any other required information under applicable Department of Labor Regulations. The claims
procedure described above shall be administered in a manner not inconsistent with ERISA Section 503
and applicable Department of Labor Regulations.



     A Claimant’s compliance with the foregoing claims procedures shall be a mandatory prerequisite
to the Claimant’s right to commence any legal action with respect to any claim for benefits under
the Plan.



     (d) Genders and Numbers. Whenever permitted by the context each pronoun shall include
other genders or numbers.



     (e) Captions. The captions at the beginnings of the several sections of the Post-2004
Part are not part of the context, but are merely labels to assist in locating those sections, and
shall be ignored in construing the Post-2004 Part.




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