EX-10.16






Exhibit 10.16




ITT EXCESS PENSION PLAN IIA




Effective as of January 1, 1988

As Amended and Restated as of December 31, 2008




 









 





ITT EXCESS PENSION PLAN IIA



The ITT Excess Benefit Plan II (the “Plan”) was effective as of January 1, 1988. The purpose of
the Plan was to provide those employees participating in the Retirement Plan for Salaried Employees
of ITT Corporation or any successor plan thereto (the “Retirement Plan”) benefits which would have
been payable under the Retirement Plan but for the limitations imposed on qualified plans by
Section 415 of the Internal Revenue Code.



Effective as of January 1, 1988, the ITT Select Management Plan II was authorized by the Board of
Directors of ITT Corporation to pay supplemental benefits to certain select management highly
compensated employees who have qualified for benefits under the Retirement Plan. As of December
19, 1995, the ITT Select Management Plan II was merged into the ITT Excess Benefit Plan II and the
surviving Plan was amended to accept the liabilities under ITT Industries Excess Pension Plan I
attributable to all participants thereunder other than former or current Presidents, Chairmen,
Chief Executive Officers, Chief Operating Officers or Executive Vice Presidents of ITT Industries,
Inc. and was renamed the ITT Industries Excess Pension Plan II.



The Plan was amended, effective as of January 1, 2000, to reflect the changes in the Retirement
Plan formula.



Effective as of July 13, 2004, the Plan was amended and restated to make certain administrative
changes and to unify the definition of Acceleration Event with other employee benefit plans of ITT
Corporation (formerly known as ITT Industries, Inc.) (the “Corporation”).



As of January 1, 2008, the Plan was amended to solely provide to individuals who are designated
Eligible Employees under the Plan on and after January 1, 2008 benefits which would have been
payable on their behalf under the Retirement Plan but for the limitations on benefits imposed by
Section 415 and 401(a)(17) of the Internal Revenue Code (the “Code”), to transfer all liabilities
not attributable to such excess benefits into the ITT Excess Pension Plan IIB (which is authorized
to be effective as of January 1, 2008) and to rename the Plan, as amended, the ITT Excess Pension
Plan IIA.




i









 







With respect to a Participant who (i) terminated employment with the ITT Corporation (the
“Corporation”) and all its Associated Companies by December 31, 2008 or (ii) was employed by ITT
Corporation or one of its Associated Companies on October 1, 2008 and signs and submits his signed
acknowledgement of termination to the ITT HQ Compensation Department on or before December 31, 2008
formalizing his date of Termination of Employment in 2009, the portion of his benefit, if any,
payable under the provisions of this Plan equal to his Grandfathered Pre-2005 Benefit (as defined
herein) shall be subject to the provisions of the Plan as in effect on October 3, 2004 (attached
hereto as Appendix C and made part hereof) without regard to any Plan amendments after October 3,
2004 which would constitute a material modification for Code Section 409A purposes, unless
otherwise provided in Appendix A.



All benefits payable under this Plan, which is intended to constitute both an unfunded excess
benefit plan under Section 3(36) of Title I of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), and a nonqualified, unfunded deferred compensation plan for a select group of
management employees under Title I of ERISA, shall be paid out of the general assets of the
Corporation. The Corporation may establish and fund a trust in order to aid it in providing
benefits due under the Plan.





ii









 








ITT EXCESS PENSION PLAN IIA




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	 
	ARTICLE I. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS
	 	 	8	 
	 
	 	 	 	 
	2.01 Participation
	 	 	 8	 
	2.02 Amount of Supplemental Benefits
	 	 	 8	 
	2.03 Vesting
	 	 	10	 
	2.04 Payment of Benefits
	 	 	10	 
	2.05 Payment Upon the Occurrence of a Change in Control
	 	 	17	 
	2.06 Reemployment of Former Participant or Retired Participant
	 	 	19	 
	 
	 	 	 	 
	ARTICLE III. GENERAL PROVISIONS
	 	 	20	 
	 
	 	 	 	 
	3.01 Funding
	 	 	20	 
	3.02 Duration of Benefits
	 	 	21	 
	3.03 Discontinuance and Amendment
	 	 	21	 
	3.04 Termination of Plan
	 	 	21	 
	3.05 Plan Not a Contract of Employment
	 	 	22	 
	3.06 Facility of Payment
	 	 	22	 
	3.07 Withholding Taxes
	 	 	22	 
	3.08 Nonalienation
	 	 	23	 
	3.09 Forfeiture for Cause
	 	 	23	 
	3.10 Transfers
	 	 	23	 
	3.11 Acceleration of or Delay in Payments
	 	 	24	 
	3.12 Indemnification
	 	 	24	 
	3.13 Claims Procedure
	 	 	25	 
	3.14 Construction
	 	 	26	 
	 
	 	 	 	 
	ARTICLE IV. PLAN ADMINISTRATION
	 	 	28	 
	 
	 	 	 	 
	4.01 Responsibility for Benefit Determination
	 	 	28	 
	4.02 Duties of Committee
	 	 	28	 
	4.03 Procedure for Payment of Benefits Under the Plan
	 	 	28	 
	4.04 Compliance
	 	 	29	 
	 
	 	 	 	 
	APPENDIX A
	 	 	30	 
	 
	 	 	 	 
	APPENDIX B
	 	 	33	 
	 
	 	 	 	 
	APPENDIX C
	 	 	34	 






 









 






ITT EXCESS PENSION PLAN IIA




ARTICLE I. DEFINITIONS



The following terms when capitalized herein shall have the meanings assigned below.





	1.01	 	Acceleration Event shall mean “Acceleration Event” as that term is defined under the
provisions of the Plan as in effect on October 3, 2004.
	 
	1.02	 	Annuity Starting Date shall mean, unless the Plan expressly provides otherwise, the first day
of the first period for which an amount is due as an annuity or any other form. However, if a
Change in Control occurs, the Annuity Starting Date of a Participant with regard to his 409A
Supplemental Benefit shall be the date such Change in Control occurs.
	 
	1.03	 	Associated Company shall mean any division, subsidiary or affiliated company of the
Corporation not participating in the Plan which is an Associated Company, as defined in the
Retirement Plan.
	 
	1.04	 	Beneficiary shall mean the person designated pursuant to the provisions of the Retirement
Plan to receive benefits under said Retirement Plan after a Participant’s death. In the
absence of a beneficiary designation under the provisions of the Retirement Plan, the
Participant’s Beneficiary shall be his spouse (or Registered Domestic Partner), if any,
otherwise his estate. Notwithstanding the foregoing, with respect to any survivor benefit
payable pursuant to the provision of Section 2.04(c)(ii) based on the Participant’s 409A
Supplemental Benefit attributable to the Traditional Pension Plan (“TPP”) formula (as defined
in Section 4.01(b) of the Retirement Plan), in the absence of a beneficiary designation under
the provisions of the Retirement Plan, the Participant’s Beneficiary shall be his spouse (or
Registered Domestic Partner), if any, otherwise the person or persons named as his beneficiary
(or beneficiaries) under the ITT Salaried Investment and Savings Plan, if any, or if none,
then the person or persons named as his beneficiary (or beneficiaries) under the Company’s
life insurance program. For purposes of the Plan,




 









 











Page 2





	 	 	a Registered Domestic Partner shall have the same meaning as set forth in the Retirement
Plan.
	 
	1.05	 	Board of Directors shall mean the Board of Directors of ITT Corporation or any successor
thereto.
	 
	1.06	 	Change in Control shall mean an event which shall occur if there is: (i) a change in the
ownership of the Corporation; (ii) a change in the effective control of the Corporation; or
(iii) a change in the ownership of a substantial portion of the assets of the Corporation.
	 
	 	 	For purposes of this Section, a change in the ownership occurs on the date on which any one
person, or more than one person acting as a group (as defined in Treasury Regs.
1.409A-3(i)(5)(v)(B)), acquires ownership of stock that, together with stock held by such
person or group constitutes more than 50% of the total fair market value or total voting
power of the stock of the Corporation.
	 
	 	 	A change in the effective control occurs on the date on which either (i) a person, or more
than one person acting as a group (as defined in Treasury Regs. 1.409A-3(i)(5)(v)(B)),
acquires ownership of stock possessing 30% or more of the total voting power of the stock of
the Corporation, taking into account all such stock acquired during the 12-month period
ending on the date of the most recent acquisition, or (ii) a majority of the members of the
Board of Directors is replaced during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of such Board of Directors prior to
the date of the appointment or election, but only if no other corporation is a majority
shareholder.
	 
	 	 	A change in the ownership of a substantial portion of assets occurs on the date on which any
one person, or more than one person acting as a group (as defined in Treasury Regs.
1.409A-3(i)(5)(v)(B)), other than a person or group of persons that is related to the
Corporation, acquires assets that have a total gross fair market value equal to or more than
40% of the total gross fair market value of all of the assets of the Corporation




 









 











Page 3





	 	 	immediately prior to such acquisition or acquisitions, taking into account all such assets
acquired during the 12-month period ending on the date of the most recent acquisition.
	 
	 	 	The determination as to the occurrence of a Change in Control shall be based on objective
facts and in accordance with the requirements of Code Section 409A and the regulations
promulgated thereunder.
	 
	1.07	 	Code shall mean the Internal Revenue Code of 1986, as amended from time to time.
	 
	1.08	 	Committee shall mean the Benefits Administration Committee under the Retirement Plan.
	 
	1.09	 	Company shall mean the Corporation with respect to its employees and any Participating Unit
(as that term is defined in the Retirement Plan) authorized by the Corporation to participate
in the Plan with respect to its employees.
	 
	1.10	 	Company Pension Plan shall mean any tax qualified defined benefit plan other than the
Retirement Plan maintained by the Company or an Associated Company.
	 
	1.11	 	Corporation shall mean ITT Corporation, an Indiana corporation, (successor by merger to and
formerly known as ITT Industries, Inc.), or any successor by merger, purchase or otherwise.
	 
	1.12	 	Deferred Compensation Program shall mean any nonqualified deferred compensation plan
maintained by the Company or an Associated Company.
	 
	1.13	 	Disability or Disabled shall mean “Disability” as defined under Treasury Regs. Section
1.409A-3(i)(4)(i) and (ii) and any subsequent guidance thereto.
	 
	1.14	 	Eligible Employee shall mean a member of the Retirement Plan who is not eligible to
participate in the ITT Excess Pension Plan IA or IB.




 









 











Page 4





	1.15	 	ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from time to
time.
	 
	1.16	 	Excess Benefit Portion shall mean the portion of the Plan which is intended to constitute an
unfunded excess benefit plan under Sections 3(36) and 4(b)(5) of Title I of ERISA which
provides benefits not otherwise payable under the Retirement Plan due to restrictions imposed
by Section 415 of the Code.
	 
	1.17	 	Grandfathered Pre-2005 Benefit shall mean, with respect to a Participant who (i) terminated
employment on or prior to December 31, 2008 or (ii) was employed by the Company or an
Associated Company on October 1, 2008 and signs and submits his acknowledgement of termination
to ITT HQ Compensation Department on or before December 31, 2008 formalizing his date of
Termination of Employment in 2009, the portion of such Participant’s Supplemental Benefit, if
any, that was accrued and vested before January 1, 2005, determined under the provisions of
the Plan without regard to any amendments after October 3, 2004 which would cause a material
modification for Code Section 409A purposes, the provisions of Section 409A, the regulations
promulgated thereunder and other applicable guidance, adjusted for the passage of time based
on actuarial equivalent assumptions and procedures established by the Committee in accordance
with the provisions of Treasury Regs. 1.409A-6(a)(3)(iv).
	 
	1.18	 	Participant shall mean an Eligible Employee who is participating in the Plan pursuant to
Section 2.01 hereof.
	 
	1.19	 	Plan shall mean the ITT Excess Pension Plan IIA, as set forth herein or as amended from time
to time.
	 
	1.20	 	Plan Year shall mean the calendar year.




 









 











Page 5





	1.21	 	Retirement Plan shall mean the ITT Salaried Retirement Plan (formerly known as the ITT
Industries Salaried Retirement Plan), as amended from time to time.
	 
	1.22	 	Select Management Portion shall mean the portion of the Plan, other than the Excess Benefit
Portion, which is intended to constitute an unfunded deferred compensation plan for a select
group of management or highly compensated employees under Title I of ERISA.
	 
	1.23	 	Specified Employee shall mean a “specified employee” as such term is defined in the Income
Tax Regulations under Section 409A as modified by the rules set forth below:






	 	(a)	 	For purposes of determining whether a Participant is a Specified Employee, the
compensation of the Participant shall be determined in accordance with the definition
of compensation provided under Treas. Reg. Section 1.415(c) 2(d)(3) (wages within the
meaning of Code section 3401(a) for purposes of income tax withholding at the source,
plus amounts excludible from gross income under Section 125(a), 132(f)(4), 402(e)(3),
402(h)(1)(B), 402(k) or 57(b), without regard to rules that limit the remuneration
included in wages based on the nature or location of the employment or the services
performed).
	 
	 	(b)	 	The “Specified Employee Identification Date” means December 31, unless the
Compensation Committee of the Board has elected a different date through action that is
legally binding with respect to all nonqualified deferred compensation plans maintained
by the Company or any Associated Company.
	 
	 	(c)	 	The “Specified Employee Effective Date” means the first day of the fourth month
following the Specified Employee Identification Date or such earlier date as is
selected by the Compensation Committee of the Board.






	1.24	 	Supplemental Benefit shall mean the monthly benefit payable to a Participant as determined
under Section 2.02.




 









 











Page 6





	1.25	 	409A Supplemental Benefit shall mean the portion of a Participant’s Supplemental Benefit, if
any, in excess of his Grandfathered Pre-2005 Benefit.
	 
	1.26	 	Termination of Employment shall mean a “Separation from Service” as such term is defined in
the Treasury Regs. under Section 409A of the Code, as modified by the rules described below:






	 	(a)	 	An Employee who is absent from work due to military leave, sick leave, or other
bona fide leave of absence pursuant to Company policies shall incur a Termination of
Employment on the first date immediately following the later of (i) the six-month
anniversary of the commencement of the leave (eighteen month anniversary for a
disability leave of absence) or (ii) the expiration of the Employee’s right, if any, to
reemployment under statute or contract or pursuant to Company policies. For this
purpose, a “disability leave of absence” is an absence due to any medically
determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than 6 months, where such
impairment causes the employee to be unable to perform the duties of his job or a
substantially similar job.;
	 
	 	(b)	 	For purposes of determining whether another organization is an Associated
Company of the Corporation, common ownership of at least 50% shall be determinative;
	 
	 	(c)	 	The Corporation specifically reserves the right to determine whether a sale or
other disposition of substantial assets to an unrelated party constitutes a Termination
of Employment with respect to the executive providing services to the seller
immediately prior to the transaction and providing services to the buyer after the
transaction. Such determination shall be made in accordance with the requirements of
Code Section 409A.




 









 











Page 7





	 	 	Whether Termination of Employment has occurred shall be determined by the Committee in
accordance with Code Section 409A, the regulations promulgated thereunder, and other
applicable guidance, as modified by rules described above. The terms or phrases “terminates
employment,” “termination of employment,” “employment is terminated,” or any other similar
terminology shall have the same meaning as a “Termination of Employment.”




 









 







Page 8




ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS





	2.01	 	Participation






	 	(a)	 	Each Eligible Employee who is a Participant in the Plan as of December 31, 2008
shall continue to be a Participant in the Plan, subject to the provisions of paragraph
(d) below. An Eligible Employee whose retirement allowance or vested benefit under the
Retirement Plan exceeds the limitations imposed by Code Section 415(b) or Code Section
4019a)(17) shall become a Participant in the Plan.
	 
	 	(b)	 	Each Eligible Employee’s annual retirement allowance or vested benefit which at
the time of payment under the Retirement Plan exceeds the limitations imposed by Code
Section 415(b) (or prior to January 1, 2000, Code Section 415(e)) shall be payable from
the Excess Benefit Portion of the Plan.
	 
	 	(c)	 	Each Eligible Employee’s annual retirement allowance or vested benefit at the
time of payment under the Retirement Plan is limited by reason of the Code Section
401(a)(17) limitation on Compensation (as that term is defined in the Retirement Plan)
shall be payable from the Select Management Portion of the Plan.
	 
	 	(d)	 	A Participant’s participation in the Plan shall terminate upon the
Participant’s death or other Termination of Employment with the Company and all
Associated Companies, unless a benefit is payable under the Plan with respect to the
Participant or his Beneficiary under the provisions of this Article II.






	2.02	 	Amount of Supplemental Benefits






	 	(a)	 	A Participant’s Supplemental Benefit under this Article II shall be equal to
the excess, if any, of (i) over (ii) as determined below:




 









 











Page 9





	 	(i)	 	the monthly retirement allowance or vested benefit determined as of
such Participant’s Termination of Employment which would have been payable to the
Participant under Section 4.02, 4.03, 4.04, 4.05 or 4.06 of the Retirement Plan,
whichever is applicable, assuming such benefit commences on the date set forth in
Section 2.04(a)(i), (ii) or (iv), whichever is applicable, and






	 	(1)	 	prior to the application of any offset required
pursuant to Section 4.10 or to an applicable Appendix of the Retirement
Plan with regard to benefits payable under any other Company Pension Plan;
	 
	 	(2)	 	without regard to the provisions contained in Section
415 of the Code relating to the maximum limitation on benefits, as
incorporated into the Retirement Plan; and
	 
	 	(3)	 	without regard to the annual limitation on Compensation
contained in Section 401(a)(17) of the Code, as incorporated into the
Retirement Plan;





over





	 	(ii)	 	the monthly retirement allowance or vested benefit which would have
been payable for the Participant’s lifetime under Section 4.02, 4.03, 4.04, 4.05
or 4.06 of the Retirement Plan, whichever is applicable assuming such benefit
commences on the date set forth in Section 2.04(a)(i), (ii) or (iv), whichever is
applicable, and determined






	 	(1)	 	prior to the application of any offset required
pursuant to Section 4.10 or an applicable Appendix of the Retirement Plan
with regard to benefits payable under any other Company Pension Plan;
	 
	 	(2)	 	with regard to the provisions contained in Section 415
of the Code relating to maximum limitation benefits as incorporated into
the Retirement Plan; and
	 
	 	(3)	 	with regard to the annual limitation on Compensation
contained in Section 401(a)(17) of the Code, as incorporated into the
Retirement Plan.




 









 











Page 10




	 	(b)	 	Except as otherwise provided below, if, after a Participant’s Annuity Starting
Date, changes to the Code or ERISA permit the Retirement Plan to provide for payment of
a Participant’s monthly retirement allowance or vested benefit in an amount greater
than that permissible at that particular Annuity Starting Date, the Participant’s
monthly benefit under this Plan shall be reduced by the portion of his retirement
allowance or vested benefit thereafter paid from the Retirement Plan. This provision
shall not be applicable to any portion of a Participant’s Supplemental Benefit received
in the form of a lump sum payment.






	2.03	 	Vesting






	 	(a)	 	A Participant shall be vested in, and have a nonforfeitable right to, the
benefit payable under this Article II to the same extent as the Participant is vested
in his Accrued Benefit (as that term is defined in the Retirement Plan) under the
provisions of the Retirement Plan.
	 
	 	(b)	 	Notwithstanding any provision of this Plan to the contrary, in the event of an
Acceleration Event, all Participants and their Beneficiaries shall become fully vested
in the benefits provided under this Plan.






	2.04	 	Payment of Benefits






	 	(a)	 	Timing of Payment






	 	(i)	 	Subject to the provisions of clause (iii) below, the portion of any
Participant’s 409A Supplemental Benefit payable under Section 2.02 attributable
to the TPP formula (as defined in Section 4.01(b) of the Retirement Plan), to the
extent vested pursuant to Section 2.03, shall commence as of the first day of the
month following (1) the Participant’s Termination of Employment or (2) if the
Participant is not at least age 50 on such date of Termination of Employment and
his age and service as of such date does not equal 80 or more, the Participant’s
attainment of age 55, if later.




 









 











Page 11





	 	(ii)	 	Notwithstanding the foregoing provisions of clause (i) above and
subject to the provisions of clause (iii) below, the portion of any Participant’s
409A Supplemental Benefit payable under Section 2.02 attributable to the PEP
formula (as defined in Section 4.01(c) of the Retirement Plan), to the extent
vested pursuant to Section 2.03, shall commence as of the first day of the month
following the Participant’s Termination of Employment.
	 
	 	(iii)	 	Notwithstanding the foregoing if a Participant is classified as a
“Specified Employee” on his date of Termination of Employment, the actual payment
of a 409A Supplemental Benefit payable under Section 2.02 on account of such
Participant’s Termination of Employment for reasons other than death or
Disability shall not commence prior to the first day of the seventh month
following the Participant’s Termination of Employment. Any payment due the
Participant which he would have otherwise received under Section 2.02 during the
six month period immediately following such Participant’s Termination of
Employment shall be accumulated, with interest, at the IRS Interest Rate (as
defined in the Retirement Plan) in accordance with procedures established by the
Committee. For the avoidance of doubt, the provisions of this clause (iii) shall
not apply to a 409A Supplemental Benefit payable under (1) Section 2.04(c) due to
the death of the Participant or (2) Section 2.04(d) due to the Participant’s
Disability.
	 
	 	(iv)	 	Notwithstanding the foregoing, in the event a Participant who
incurred a Termination of Employment prior to January 1, 2009 has not commence
payment of his 409A Supplemental Benefit as of January 1, 2009, such
Participant’s 409A Supplemental Benefit shall commence as of April 1, 2009
(January 1, 2009, with respect to a Participant listed on Appendix B) or, if
later, the date specified in clause (i), (ii) or (iii) above, whichever is
applicable.




 









 





Page 12





	 	(v)	 	A Participant’s Grandfathered Pre-2005 Benefit shall commence in
accordance with the provisions of the Plan as in effect on October 3, 2004,
modified as set forth in Appendix A and without regard to any Plan amendments
after October 3, 2004 which would constitute a material modification for Code
Section 409A purposes.






	 	(b)	 	Form of Benefit






	 	(i)	 	Unless a Participant has a valid election under clause (ii) below
in effect, the portion of the Participant’s 409A Supplemental Benefit determined
under Section 2.02 attributable to the TPP formula (as defined in Section 4.01(b)
of the Retirement Plan) shall be paid in the form of a single life annuity for
the life of the Participant, if the Participant is not married on his Annuity
Starting Date, or in the form of a 50% joint & survivor annuity, if the
Participant is married (or has a Registered Domestic Partner) on his Annuity
Starting Date.
	 
	 	(ii)	 	Subject to the provisions of clause (iii) below, a Participant may
elect to convert his 409A Supplemental Benefit payable under Section 2.02
attributable to the TPP formula (as defined in Section 4.01(b) of the Retirement
Plan) into an optional annuity of equivalent actuarial value available to that
Participant under the provisions of Section 4.07(b) of the Retirement Plan as of
his Annuity Starting Date, provided said optional annuity satisfies the
definition of “life annuity” as provided in Treasury Regs. 1.409A-(2)(b)(2)(ii)
and any further guidance thereto. Such equivalent actuarial value shall be based
on the applicable factors set forth in Appendix A of the Retirement Plan.
	 
	 	(iii)	 	Notwithstanding the foregoing and subject to the provisions of
Section 409A of the Code, a Participant’s election to receive his 409A
Supplemental Benefit attributable to the TPP formula (as defined in Section
4.01(b) of the Retirement Plan) in an optional annuity form of payment as
described in clause (ii) above shall be effective as of the Participant’s Annuity
Starting




 









 











Page 13





	 	 	 	Date applicable to that portion of his 409A Supplemental Benefit, provided the
Participant makes and submits to the Committee in the manner prescribed by the
Committee, his election of such optional annuity form prior to such applicable
Annuity Starting Date. A Participant who fails to elect an optional annuity
form of benefit applicable to the TPP formula portion of his 409A Supplemental
Benefit in a timely manner shall receive such benefit in accordance with the
provisions of clause (i) above,
	 
	 	(iv)	 	Notwithstanding the foregoing provisions of this Section 2.04(b),
the portion of a Participant’s 409A Supplemental Benefit payable under Section
2.02 attributable to the PEP formula (as defined in Section 4.01(c) of the
Retirement Plan) shall be payable in the form of a single lump sum payment. Such
lump sum payment shall be calculated on the same basis as provided in Section
4.07(b)(v) of the Retirement Plan using the IRS Mortality Table and IRS Interest
Rate (as defined in the Retirement Plan).
	 
	 	(v)	 	The portion of the Participant’s Grandfathered Pre-2005 Benefit
payable under Section 2.02 attributable to the TPP formula (as defined in Section
4.01(b) of the Retirement Plan) shall commence and the form of payment of such
benefit shall be determined in accordance with the provisions of the Plan as in
effect on October 3, 2004, modified as set forth in Appendix A and without regard
to any Plan amendments after that date which would constitute a material
modification for Code Section 409A purposes. The portion of the Participant’s
Grandfathered Pre-2005 Benefit payable under Section 2.02 attributable to the PEP
formula (as defined in Section 4.01(c) of the Retirement Plan) shall be payable
in accordance with the provisions of the Plan as in effect on October 3, 2004,
modified as set forth in Appendix A and without regard to any Plan amendments
after October 3, 2004 which would constitute a material modification for Code
Section 409A purposes.




 









 







Page 14





	 	(c)	 	Death Prior to a Participant’s Annuity Starting Date






	 	(i)	 	If a Participant entitled to a vested benefit under the Retirement
Plan dies (1) before meeting the eligibility requirements for an Automatic
Pre-Retirement Survivor’s Benefit under Section 4.08(b) of the Retirement Plan
and while in active service with the Company or any Associated Company or while
Disabled but before his Annuity Starting Date, or (2) after Termination of
Employment with entitlement to a vested benefit hereunder but prior to his
Annuity Starting Date, the Participant’s spouse (or Registered Domestic Partner)
shall receive a monthly payment for life equal to the monthly income which would
have been payable to such spouse (or Registered Domestic Partner) under Section
4.08(a) of the Retirement Plan based on the hypothetical benefit attributable to
his Supplemental Benefit as calculated under Section 2.02 hereof assuming
payments commence as of the first day of the month following the Participant’s
date of death, or attainment of age 55, if later. The portion of such benefit
attributable to the Participant’s 409A Supplemental Benefit shall commence as of
the first day of the month following the later of the Participant’s date of
death, or the Participant’s attainment of age 55 (or in the event clause (iii) is
applicable, the date specified in clause (iii).) Notwithstanding the foregoing,
the portion of any benefit payable under this clause (i) attributable to the PEP
formula portion (as defined in Section 4.01(c) of the Retirement Plan) of the
benefit which would have been payable to the spouse (or Registered Domestic
Partner) based on the hypothetical 409A Supplemental Benefit as calculated under
Section 2.02 shall be determined assuming that portion of the benefit commences
as of the first day of the month following the Participant’s date of death (or
the date specified in clause (iii), if later) and such benefit shall be payable
in the form of a single lump sum payment as of the first day of the month
following the Participant’s date of death. This lump sum payment shall be
calculated on the same basis as provided in Section 4.08(a)(iii) of the
Retirement Plan using the IRS Mortality Table and IRS Interest Rate (as defined
in the Retirement Plan). Notwithstanding any Plan provision to the




 









 











Page 15





	 	 	 	contrary, the portion of any survivor benefit payable under this clause (i)
attributable to the Participant’s Grandfathered Pre-2005 Benefit shall be
payable in accordance with the provisions of the Plan as in effect on October 3,
2004, modified as set forth in Appendix A, and without regard to any Plan
amendments after October 3, 2004 which would constitute a material modification
for Code Section 409A purposes.
	 
	 	(ii)	 	Except as otherwise provided below, in the event a Participant who
has satisfied the eligibility requirements for the Automatic Pre-Retirement
Survivor’s Benefit under Section 4.08(b) of the Retirement Plan, dies (1) while
in active service with the Company or any Associated Company or (2) after his
Termination of Employment or the date he becomes Disabled, if earlier, but prior
to his Annuity Starting Date, the Participant’s Beneficiary, if any, shall
receive a monthly payment for the life of the Beneficiary equal to the monthly
income which would have been payable to such Beneficiary under Section 4.08(b) of
the Retirement Plan based on the hypothetical retirement benefit attributable to
his Supplemental Benefit as calculated under Section 2.02 hereof assuming
payments commence on the first day of the month following the Participant’s death
(or the date specified in clause (iii), if later). Notwithstanding the
foregoing, the portion of any benefit payable under this clause (ii) attributable
to the PEP formula portion (as defined in Section 4.01(c) of the Retirement Plan)
of the benefit which would have been payable to the Beneficiary based on the
hypothetical 409A Supplemental Benefit as calculated under Section 2.02 hereof
shall be payable in the form of a single lump sum payment. This lump sum payment
shall be calculated on the same basis as provided in Section 4.08(b)(iii) of the
Retirement Plan using the IRS Mortality Table and IRS Interest Rate (as defined
in the Retirement Plan). The portion of any benefit payable under this clause
(ii) attributable to a Participant’s 409A Supplemental Benefit as calculated
under Section 2.02 hereof shall commence on the first day of the month following
the Participant’s death.




 









 











Page 16





	 	 	 	The portion of such survivor benefit payable under this clause (ii) of paragraph
(c) attributable to the Participant’s Grandfathered Pre-2005 Benefit shall be
paid in accordance with the provisions of the Plan as in effect on October 3,
2004, modified as set forth in Appendix A, and without regard to any Plan
amendments after October 3, 2004 which would constitute a material modification
for Code Section 409A purposes.
	 
	 	(iii)	 	Notwithstanding the foregoing, in the event the survivor benefit
payable under this Section 2.04(c) to the spouse or Beneficiary of a Participant
who died prior to January 1, 2009 has not commenced as of January 1, 2009, such
survivor benefit shall commence as of April 1, 2009 or, if later, the date
specified in clauses (i) or (ii) above, whichever is applicable.






	 	(d)	 	Disability prior to Termination of Employment






	 	(i)	 	Notwithstanding any Plan provision to the contrary, in the event a
Participant becomes Disabled prior to his Termination of Employment, the
Participant shall be entitled to a Disability Supplemental Benefit equal to the
amount determined under the provisions of Section 2.02(a) based on his years of
Benefit Service, as such term is defined in the Retirement Plan, accrued to the
date he became Disabled plus the years of Benefit Service, as such term is
defined in the Retirement Plan, such Participant accrues under the terms of the
Retirement Plan after the date he becomes Disabled and prior to his attainment of
age 65.
	 
	 	(ii)	 	The portion of the Disability Supplemental Benefit determined under
the provisions of clause (i) in excess of the Participant’s Grandfathered
Pre-2005 Benefit shall be paid in accordance with the provisions of paragraph (b)
above and payments shall commence on the first day of the month following the
month in which the Participant attains age 65.




 









 











Page 17





	 	(iii)	 	Notwithstanding the foregoing, the portion of the Disability
Supplemental Benefit attributable to the Participant’s Grandfathered Pre-2005
Benefit shall be paid in accordance with the provisions of the Plan as in effect
on October 3, 2004, modified as set forth in Appendix A, and without regard to
any Plan amendments after October 3, 2004 which would constitute a material
modification for Code Section 409A purposes.






	2.05	 	Payment Upon the Occurrence of a Change in Control
	 
	 	 	Upon the occurrence of a Change in Control, (i) all retired Participants then receiving or
then entitled to receive a 409A Supplemental Benefit under the Plan, (ii) all former
Participants then receiving or then entitled to receive a 409A Supplemental Benefit
hereunder, and (iii) all Participants who are then still in active service shall
automatically receive, in a single lump sum payment, the 409A Supplemental Benefit remaining
due as of the Change in Control to any such retired or former Participant or the benefit, if
any, accrued by such active Participant up to the Change in Control event and as determined
under Section 2.02 hereof. The amount of such lump sum payment attributable to the PEP
formula portion (as defined in Section 4.01(c) of the Retirement Plan) of the Participant’s
409A Supplemental Benefit payable under this Plan not in payment status as of the occurrence
of a Change in Control event shall be calculated on the same basis as provided in Section
4.07(b)(v) of the Retirement Plan using the IRS Mortality Table and IRS Interest Rate (as
defined in the Retirement Plan) determined as if the date the Change in Control event occurs
is the Participant’s Annuity Starting Date. The amount of the lump sum payment attributable
to the TPP formula portion of the Participant’s 409A Supplemental Benefit payable under this
Plan shall be calculated on an actuarial equivalent basis using (i) the interest rate
assumption used by the PBGC for valuing benefits for single employer plans as published by
the PBGC for the month in which such Change in Control event occurs and (ii) the mortality
table utilized as of the day immediately preceding the date the Change in Control event
occurs under the provisions of the Retirement Plan to calculate the amount of a small lump
sum cashout. The interest rate for immediate annuities will be used, if the Participant has
met the eligibility requirements to retire under the Retirement Plan with an early, normal
or postponed




 









 











Page 18





	 	 	retirement allowance as of the Change in Control or is then in receipt of monthly payments
under this Plan, otherwise the Plan shall use the interest rate assumption for deferred
annuities to the earliest date the Participant could have commenced payment of such benefit
or, if it results in a larger lump sum, his Normal Retirement Date (as defined under the
Retirement Plan). If the Participant is not in receipt of his monthly 409A Supplemental
Benefit payments under this Plan as of the Change in Control, the calculation of a lump sum
payment hereunder of the portion of the Participant’s accrued benefit payable under this
Plan attributable to the TPP formula portion (as defined under Section 4.01(b) of the
Retirement Plan) shall be based on the Participant’s 409A Supplemental Benefit payable under
Section 2.02 attributable to such TPP formula as if it were paid in the form of a single
life annuity to the Participant commencing on the Participant’s Annuity Starting Date;
provided, however, if the Participant has not met the eligibility requirements to retire
under the Retirement Plan with an early, normal or postponed retirement allowance, the
calculation of such lump sum payment shall be based on the Participant’s accrued 409A
Supplemental Benefit payable under Section 2.02 attributable to such TPP formula as if it
were paid in the form of a single life annuity to the Participant commencing on the earliest
date he could have commenced payment of such benefit. In no event, however, shall the lump
sum payment determined under the preceding sentence be less than the lump sum payment based
on the Participant’s accrued 409 Supplemental Benefit payable under Section 2.02
attributable to such TPP formula as if it were paid in the form of a single life annuity to
the Participant commencing on his Normal Retirement Date. The calculation of a lump sum
payment hereunder shall be made on the basis of the Participant’s age (and Beneficiary’s
age, if applicable) at the Change in Control and without regard to the possibility of any
future changes after the Change in Control in the amount of benefits payable hereunder
because of future changes in the limitations referred to in Section 2.02. The lump sum
payment shall be made as within 90 days following the date the Change in Control event
occurs. In the event the Participant dies after such Change in Control event occurs but
before receiving such payment, the lump sum payment shall be made to his Beneficiary. This
lump sum payment represents a complete settlement of all benefits on the Participant’s
behalf under the Plan.




 









 











Page 19





	 	 	For avoidance of doubt, upon the occurrence of an Acceleration Event, (either prior, after
or simultaneously with the occurrence of a Change of Control) the provisions of Section 2.05
of the Plan as in effect on October 3, 2004 without regard to any Plan amendments after
October 3, 2004 which would constitute a material modification for Code Section 409A
purposes shall be applicable to a Participant’s Grandfathered Pre-2005 Benefit.
	 
	2.06	 	Reemployment of Former Participant or Retired Participant
	 
	 	 	If a Participant who retired or otherwise terminated employment with
the Company and all Associated Companies is reemployed as an employee
by the Company or an Associated Company, such reemployment shall have
no impact on the payment or timing of payment of any 409A Supplement
Benefits earned prior to reemployment.




 









 







Page 20




ARTICLE III. GENERAL PROVISIONS





	3.01	 	Funding






	 	(a)	 	All amounts payable in accordance with this Plan shall constitute a general
unsecured obligation of the Corporation. Such amounts, as well as any administrative
costs relating to the Plan, shall be paid out of the general assets of the Corporation,
to the extent not paid from the assets of any trust established pursuant to paragraph
(b) below.
	 
	 	(b)	 	The Corporation may, for administrative reasons, establish a grantor trust for
the benefit of Participants in the Plan. The assets placed in said trust shall be held
separate and apart from other Corporation funds and shall be used exclusively for the
purposes set forth in the Plan and the applicable trust agreement, subject to the
following conditions:






	 	(i)	 	the creation of said trust shall not cause the Plan to be other
than “unfunded” for purposes of Title I of ERISA;
	 
	 	(ii)	 	the Corporation shall be treated as “grantor” of said trust for
purposes of Section 677 of the Code; and
	 
	 	(iii)	 	the agreement of said trust shall provide that its assets may be
used upon the insolvency or bankruptcy of the Corporation to satisfy claims of
the Company’s general creditors and that the rights of such general creditors are
enforceable by them under federal and state law.






	 	(c)	 	To the extent that any person acquires a right to receive payments under the
Plan, such right shall be no greater than the right of any unsecured creditor of the
Corporation.




 









 








Page 21





	3.02	 	Duration of Benefits
	 
	 	 	Benefits shall accrue under the Plan on behalf of a Participant only for so long as the
provisions of Section 415 or 401(a)(17) of the Code limit the benefits that are payable
under the Retirement Plan.
	 
	3.03	 	Discontinuance and Amendment
	 
	 	 	The Board of Directors reserves the right to modify, amend, or discontinue in whole or in
part, benefit accruals under the Plan at any time. However, no modification, amendment, or
discontinuance shall adversely affect the right of any Participant to receive the benefits
accrued as of the date of such modification, amendment or discontinuance and after the
occurrence of an Acceleration Event, no modification or amendment shall be made to Sections
2.03 or 2.05. Notwithstanding the foregoing, following any amendment and except as provided
in Article II with respect to lump sum payments hereunder, benefits may be adjusted as
required to take into account the amount of benefits payable under the Retirement Plan after
the application of the limitations referred to in Section 2.02.
	 
	3.04	 	Termination of Plan
	 
	 	 	The Board of Directors reserves the right to terminate the Plan at any time, provided,
however, that no termination shall be effective retroactively. As of the effective date of
termination of the Plan,






	 	(a)	 	the benefits of any Participant or Beneficiary whose benefit payments have
commenced shall continue to be paid, but only to the extent such benefits are not
otherwise payable under the Retirement Plan because of the limitations referred to in
Section 2.02, and
	 
	 	(b)	 	no further benefits shall accrue on behalf of any Participant whose benefits
have not commenced, and such Participant and his Beneficiary shall retain the right to
benefits hereunder; provided that, on or after the effective date of termination,




 









 











Page 22





	 	(i)	 	the Participant is vested under the Retirement Plan; and
	 
	 	(ii)	 	such benefits are not at any time otherwise payable under the
Retirement Plan because of the limitations imposed by IRC Section 415 or Section
401(a)(17).






	 	 	All other provisions of this Plan shall remain in effect.
	 
	3.05	 	Plan Not a Contract of Employment
	 
	 	 	This Plan is not a contract of employment, and the terms of employment of any Participant
shall not be affected in any way by this Plan or related instruments, except as specifically
provided therein. The establishment of this Plan shall not be construed as conferring any
legal rights upon any person for a continuation of employment, nor shall it interfere with
the rights of the Corporation to discharge any person and to treat him without regard to the
effect which such treatment might have upon him under this Plan. Each Participant and all
persons who may have or claim any right by reason of his participation shall be bound by the
terms of this Plan and all agreements entered into pursuant thereto.
	 
	3.06	 	Facility of Payment
	 
	 	 	In the event that the Committee shall find that a Participant is unable to care for his
affairs because of illness or accident or is a minor or has died, the Committee may, unless
claim shall have been made therefore by a duly appointed legal representative, direct that
any benefit payment due him, to the extent not payable from a grantor trust, be paid on his
behalf to his spouse, a child, a parent or other blood relative, or to a person with whom he
resides, and any such payment so made shall be a complete discharge of the liabilities of
the Corporation and the Plan therefore.
	 
	3.07	 	Withholding Taxes
	 
	 	 	The Company and an Associated Company shall have the right to deduct from each payment to be
made under the Plan any required withholding taxes.




 









 











Page 23





	3.08	 	Nonalienation
	 
	 	 	Subject to any applicable law, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to do so shall be void, nor shall any such benefit be in any manner liable for or
subject to garnishment, attachment, execution or levy, or liable for or subject to the
debts, contracts, liabilities, engagements or torts of the person entitled to such benefits.
	 
	3.09	 	Forfeiture for Cause
	 
	 	 	In the event that a Participant shall at any time be convicted of a crime involving
dishonesty or fraud on the part of such Participant in his relationship with the Company or
an Associated Company, all benefits that would otherwise be payable to him or to a
Beneficiary under the Plan shall be forfeited.
	 
	3.10	 	Transfers






	 	(a)	 	Notwithstanding any Plan provision to the contrary, in the event the
Corporation (i) sells, causes the sale of, or sold the stock or assets of any employing
company in the controlled group of the Corporation to a third party or (ii) distributes
or distributed to the holders of shares of the Corporation’s common stock all of the
outstanding shares of common stock of a subsidiary or subsidiaries of the Corporation,
and, as a result of such sale or distribution, such company (or subsidiary) or its
employees are no longer eligible to participate hereunder, the liabilities with respect
to the benefits accrued under this Plan for a Participant who, as a result of such sale
or distribution, is no longer eligible to participate in this Plan, shall, at the
discretion and direction of the Corporation (and approval by the new employer), be
transferred to a similar plan of such new employer and become a liability thereunder.
Upon such transfer (and acceptance thereof by such new employer) the liabilities for
such transferred benefits shall become the obligation of the new employer and the
liability under this Plan for such benefits shall then cease.




 









 











Page 24





	 	(b)	 	Notwithstanding any Plan provision to the contrary, at the discretion and
direction of the Corporation, liabilities with respect to benefits accrued by a
Participant under a plan maintained by such Participant’s former employer may be
transferred to this Plan and upon such transfer shall become the obligation of the
Corporation.






	3.11	 	Acceleration of or Delay in Payments
	 
	 	 	The Committee, in its sole and absolute discretion, may elect to
accelerate the time or form of payment of a benefit owed to the
Participant hereunder, provided such acceleration is permitted under
Treasury Regs. Section 1.409A-3(j)(4). The Committee may also, in
its sole and absolute discretion, delay the time for payment of a
benefit owed to the Participant hereunder, to the extent permitted
under Treasury Regs. Section 1.409A-2(b)(7).
	 
	3.12	 	Indemnification.
	 
	 	 	The Company, the members of the Committee, and the officers, employees and agents of the
Company shall, unless prohibited by any applicable law, be indemnified against any and all
liabilities arising by reason of any act or failure to act in relation to the Plan
including, without limitation, expenses reasonably incurred in the defense of any claim
relating to the Plan, amounts paid in any compromise or settlement relating to the Plan and
any civil penalty or excise tax imposed by any applicable statute, if






	 	(a)	 	the act or failure to act shall have occurred






	 	(i)	 	in the course of the person’s service as an officer, employee or
agent of the Company or as a member of the Committee, or as the plan
administrator; or
	 
	 	(ii)	 	in connection with a service provided with or without charge to the
Plan or to the Participants or Beneficiaries of the Plan, if such service was
requested by the Committee or the plan administrator; and






	 	(b)	 	the act or failure to act is in good faith and in, or not opposed to, the best
interests of the Corporation.




 









 











Page 25





	 	 	This determination shall be made by the Corporation and, if such determination is made in
good faith and not arbitrarily or capriciously, shall be conclusive.
	 
	 	 	The foregoing indemnification shall be from the assets of the Corporation. However, the
Corporation’s obligation hereunder shall be offset to the extent of any otherwise applicable
insurance coverage under a policy maintained by the Corporation or any other person, or
other source of indemnification.
	 
	3.13	 	Claims Procedure






	 	(a)	 	Submission of Claims
	 
	 	 	 	Claims for benefits under the Plan shall be submitted in writing to the Committee or
to an individual designated by the Committee for this purpose.
	 
	 	(b)	 	Denial of Claim
	 
	 	 	 	If any claim for benefits is wholly or partially denied, the claimant shall be given
written notice within 90 days following the date on which the claim is filed, which
notice shall set forth






	 	(i)	 	the specific reason or reasons for the denial;
	 
	 	(ii)	 	specific reference to pertinent Plan provisions on which the denial
is based;
	 
	 	(iii)	 	a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary; and
	 
	 	(iv)	 	an explanation of the Plan’s claim review procedure, including
information as to the steps to be taken if the claimant wishes to submit the
claim for review and the time limits for requesting a review.






	 	 	 	If special circumstances require an extension of time for processing the claim,
written notice of an extension shall be furnished to the claimant prior to the end of
the initial period of 90 days following the date on which the claim is filed. Such an
extension may not exceed a period of 90 days beyond the end of said initial period.




 









 











Page 26





	 	 	 	If the claim has not been granted and written notice of the denial of the claim is not
furnished within 90 days following the date on which the claim is filed, the claim
shall be deemed denied for the purpose of proceeding to the claim review procedure.
	 
	 	(c)	 	Claim Review Procedure
	 
	 	 	 	The claimant or his authorized representative shall have 60 days after receipt of
written notification of denial of a claim to request a review of the denial by making
written request to the Committee, and may review pertinent documents and submit issues
and comments in writing within such 60-day
period.


Not later than 60 days after receipt of the request for review, the persons designated
by the Company to hear such appeals (the “Appeals Committee”) shall render and furnish
to the claimant a written decision, which shall include specific reasons for the
decision and shall make specific references to pertinent Plan provisions on which it
is based. If special circumstances require an extension of time for processing, the
decision shall be rendered as soon as possible, but not later than 120 days after
receipt of the request for review, provided that written notice and explanation of the
delay are given to the claimant prior to commencement of the extension. Such decision
by an Appeals Committee shall not be subject to further review. If a decision on
review is not furnished to a claimant within the specified time period, the claim
shall be deemed to have been denied on review.
	 
	 	(d)	 	Exhaustion of Remedy
	 
	 	 	 	No claimant shall institute any action or proceeding in any state or federal court of
law or equity or before any administrative tribunal or arbitrator for a claim for
benefits under the Plan until the claimant has first exhausted the procedures set
forth in this section.






	3.14	 	Construction






	 	(a)	 	The Plan is intended to constitute both an excess benefit arrangement and an
unfunded deferred compensation arrangement maintained for a select group of




 









 











Page 27





	 	 	 	management or highly compensated employees within the meaning of Sections 201(2),
301(a)(3), and 401(a)(1) of ERISA, and all rights under this Plan shall be governed by
ERISA. Subject to the preceding sentence, the Plan shall be construed, regulated and
administered under the laws of the State of New York, to the extent such laws are not
superseded by applicable federal law.
	 
	 	(b)	 	The masculine pronoun shall mean the feminine wherever appropriate.
	 
	 	(c)	 	The illegality of any particular provision of this document shall not affect
the other provisions and the document shall be construed in all respects as if such
invalid provision were omitted.
	 
	 	(d)	 	The headings and subheadings in the Plan have been inserted for convenience of
reference only, and are to be ignored in any construction of the provisions thereof.
	 
	 	(e)	 	The Plan shall be construed, regulated and administered in accordance with the
laws of the State of New York, subject to the provisions of applicable federal laws




 









 







Page 28




ARTICLE IV. PLAN ADMINISTRATION





	4.01	 	Responsibility for Benefit Determination
	 
	 	 	The benefit of a Participant or Beneficiary under this Plan shall be determined either by
the Committee, as provided in Section 4.02 below, or such other party as is authorized under
the terms of any grantor trust.
	 
	4.02	 	Duties of Committee
	 
	 	 	The Committee shall calculate, in accordance with Article II, the benefit of each
Participant or Beneficiary under the Plan. To the extent a Participant’s, spouse’s or
Beneficiary’s benefit are payable from the Plan, the Committee shall have full discretionary
authority to resolve any question which shall arise under the Plan as to any person’s
eligibility for benefits, the calculation of benefits, the form, commencement date,
frequency, duration of payment, or the identity of the Beneficiary. Such question shall be
resolved by the Committee under rules uniformly applicable to all person(s) or employee(s)
similarly situated. It is the intent of the Corporation that the provisions of Plan comply
with the provisions of Section 409A of the Code, any regulations and other guidance
promulgated with respect thereto and the provisions of the Plan shall be interpreted to be
consistent therewith.
	 
	4.03	 	Procedure for Payment of Benefits Under the Plan
	 
	 	 	With respect to any benefit to which a Participant or Beneficiary is entitled under this
Plan, the Committee (i) shall direct the commencement of benefit payments hereunder in
accordance with the applicable procedures established by the Corporation, the Company and/or
the Committee regarding the disbursement of amounts from the general funds of the
Corporation and (ii) shall arrange, in conjunction with any other applicable excess benefit
plan, for the payment of benefits under this Plan and/or any other applicable excess benefit
plan.




 









 







Page 29





	4.04	 	Compliance
	 
	 	 	With respect to benefits hereunder subject to Code Section 409A, the Plan is intended to
comply with the requirements of Code Section 409A and the provisions hereof shall be
interpreted in a manner that satisfies the requirements of Code Section 409A and the
regulations thereunder, and the Plan shall be operated accordingly. If any provision of the
Plan would otherwise frustrate or conflict with this intent, the provision will be
interpreted and deemed amended so as to avoid this conflict. The Plan has been administered
in good faith compliance with Section 409A and the guidance issued thereunder from January
1, 2005 through December 31, 2008.




 









 







Page 30




APPENDIX A




Provisions Applicable to a Participant’s Grandfathered Pre-2005 Supplemental Benefit



This Appendix A constitutes an integral part of the Plan and is applicable with respect to the
Grandfathered Pre-2005 Benefit of those individuals who were Participants in the Plan on December
31, 2004. The portion of a Participant’s Benefit, if any, determined under the provisions of
Section 2.02 and Section 2.04(d) of the foregoing provisions of the Plan equal to his Grandfathered
Pre-2005 Benefit is subject to the provisions of the Plan as in effect on October 3, 2004, modified
as set forth in this Appendix A and without regard to any Plan amendments after October 3, 2004
which would constitute a material modification for Code Section 409A purposes. Section references
in this Appendix A correspond to appropriate Sections of the said Plan as in effect on October 3,
2004 as set forth in Appendix C.




Article II — Participation Amount and Payment of Benefits



For purposes of Article II, the terms/phrases “termination of employment,” “terminates employment,”
“retirement”, “employment is terminated” or other similar language shall mean, with respect to a
Participant, the complete cessation of providing services to the Company and all Associated
Companies as an employee.




Section 2.04 Payment of Benefits





	 	(a)	 	Retirement or Termination of Employment Effective on and After December 31,
1995






	 	(i)	 	Following a Participant’s retirement or termination of
employment with the Company and all Associated Companies other than by reason
of death, a Participant shall receive his Grandfathered Pre-2005 Benefit in the
same form and at the same time as the Participant receives his corresponding
retirement allowance or vested benefit under the Retirement Plan, except as
otherwise provided below.




 









 











Page 31





	 	 	 	If a Participant becomes Disabled (as defined in Article I of the foregoing
provisions of the Plan) prior to his Termination of Employment, the portion of
his Disability Supplemental Benefit equal to his Grandfathered Pre-2005
Benefit shall be paid at the same time and in the same form as the Retirement
Plan benefit is paid.
	 
	 	(ii)	 	Notwithstanding the foregoing provisions of clause (i) above,
the portion of his Grandfathered Pre-2005 Benefit attributable to the PEP
formula (as defined in Section 4.01(c) of the Retirement Plan shall be payable
in the form of a lump sum payment and effective as of January 1, 2008 the
Participant’s right to convert such PEP formula portion of his Grandfathered
Pre-2005 Benefit into a form of life annuity is eliminated.






	 	(b)	 	Death Prior to a Participant’s Annuity Starting Date






	 	(i)	 	The portion of the death benefit determined under Section
2.04(b)(i) of the foregoing provisions of this Plan attributable to a
Participant’s Grandfathered Pre-2005 Benefit payable to a Participant’s spouse
(or Registered Domestic Partner) shall be paid in the same form and at the same
time said spouse (or Registered Domestic Partner) receives payment under the
Automatic Vested Spouse Benefit of the Retirement Plan. Notwithstanding the
foregoing, effective on and after January 1, 2008, the portion of any benefit
payable under this clause (i) attributable to the PEP formula (as defined in
Section 4.01(c) of the Retirement Plan) based on his Grandfathered Pre-2005
Benefit shall be payable in a single lump sum payment and effective as of
January 1, 2008, the spouse’s (or Registered Domestic Partner’s) right to
convert such PEP formula portion of his Grandfathered Pre-2005 Benefit into a
form of life annuity is eliminated.
	 
	 	(ii)	 	The portion of the death benefit determined under Section
2.04(b)(ii) of the foregoing provisions of the Plan attributable to a
Participant’s Grandfathered Pre-2005 Benefit shall be payable to the
Participant’s Beneficiary at the




 









 






Page 32





	 	 	 	same time said Beneficiary would have received a Pre-Retirement Survivor’s
Benefit under Section 4.08(b) of the Retirement Plan, provided, however, the
portion of such survivor benefit attributable to the PEP formula (as defined
under Section 4.01(c) of the Retirement Plan) shall be paid in a single lump
sum payment and effective as of January 1, 2008, the Beneficiary’s right to
convert such PEP formula portion of his Grandfathered Pre-2005 Benefit into a
form of life annuity is eliminated.




Section 2.05 Payment Upon the Occurrence of an Acceleration Event





	 	 	 	In the event an Acceleration Event occurs, regardless of whether or not such event
satisfies the definition of a Change in Control event as defined in the foregoing
provisions of this Plan, the provisions of this Section 2.05 shall apply to the
Participant’s Grandfathered Pre-2005 Benefit.




 









 







Page 33




APPENDIX B




	 	 	 	 	 
	Name
	James Crumley, Jr.
	 	 	 	 
	 
	James Faughnan
	 	 	 	 
	 
	John Krochmal
	 	 	 	 
	 
	Ralph Meoni
	 	 	 	 
	 
	Louis Dollive
	 	 	 	 
	 
	Sean Osborne
	 	 	 	 
	 
	Calvin Gorrel
	 	 	 	 
	 
	Randolph Lopez
	 	 	 	 
	 
	Melvin Hershey
	 	 	 	 
	 
	Frank Koester
	 	 	 	 






 









 






Page 34




APPENDIX C




Provisions of the Plan as in effect on October 3, 2004



This Appendix C constitutes a part of this Plan and contains the Plan provisions as in effect on
October 3, 2004.