Exhibit 10.56.1


 


THE COCA-COLA EXPORT CORPORATION


 


INTERNATIONAL THRIFT PLAN


 


As Amended and Restated Effective October 1, 2007


 

















 


THE COCA-COLA EXPORT CORPORATION


INTERNATIONAL THRIFT PLAN


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
  DEFINITIONS

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  ELIGIBILITY
  AND APPROVAL FOR PARTICIPATION

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  PLAN
  ACCOUNTS AND CONTRIBUTIONS

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  VESTING

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  PAYMENT
  OF ACCOUNTS

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  CHANGE
  OR DISCONTINUANCE OF PLAN

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  ADMINISTRAION
  OF PLAN

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  MISCELLANEOUS
  PROVISIONS

  	
  19

  
	
   

  	
   

  	
   

  



 


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ARTICLE I


DEFINITIONS


 


The
following words and phrases as used herein shall have the meaning specified
below, unless a different meaning is plainly required by the context.  The masculine pronoun, wherever used, shall
include the feminine. Whenever any words are used herein in the singular, they
shall be construed as though they were also used in the plural, in all cases
where they would so apply.


 


Account shall mean an
account maintained under the Plan for a Member in accordance with Article III.


 


Approved
Absence shall mean any leave of absence that shall have been granted by the
Employer for temporary disability, for military service, or for other reasons
and that is approved by the Committee (or its designee).  Personal leaves of absence are not considered
Approved Absences.


 


Beneficiary shall mean the
person or persons designated in writing by the Member to receive any benefits
from the Plan due to the death of the Member.   
If no Beneficiary is designated, the Beneficiary shall be the Member’s
Spouse. If no Beneficiary is designated and the Member has no current spouse,
the Beneficiary shall be the Member’s estate.


 


Break
in Service shall mean, with respect to an Employee, a twelve
consecutive month period beginning on the Employee’s Termination Date and
ending on the first anniversary of that date, during which he did not perform
an Hour of Service.


 


Change
in Control shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A under the Securities Exchange Act of 1934, as amended (“1934
Act”), as in effect on January 1, 2004, provided that such a change in
control shall be deemed to have occurred at such time as (i) any “person”
(as that term is used in Sections 13(d) and 14(d)(2) of the 1934
Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the 1934 Act as in effect on January 1, 2004) directly or indirectly, of
securities representing 20% or more of the combined voting power for election
of directors of the then outstanding securities of the Company or any successor
of the Company; (ii) during any period of two consecutive years or less,
individuals who at the beginning of such period constituted the Board of
Directors of the Company cease, for any reason, to constitute at least a
majority of the Board of Directors, unless the election or nomination for
election of each new director was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning of the
period; (iii) the shareowners of the Company approve any merger or
consolidation as a result of which the KO Common Stock (as defined below) shall
be changed, converted or exchanged (other than a merger with a wholly owned
subsidiary of the Company) or any liquidation of the Company or any sale or
other disposition of 50% or more of the assets or earning power of the Company,
and such merger, consolidation, liquidation or sale is completed; or (iv) the
shareowners of the Company approve any merger or consolidation to which the
Company is a party as a 


 


3

















 


result
of which the persons who were shareowners of the Company immediately prior to
the effective date of the merger or consolidation shall have beneficial
ownership of less than 50% of the combined voting power for election of
directors of the surviving corporation following the effective date of such
merger or consolidation, and such merger, consolidation, liquidation or sale is
completed; provided, however, that no Change in Control shall be deemed to have
occurred if, prior to such times as a Change in Control would otherwise be
deemed to have occurred, the Board of Directors determines otherwise.  Additionally, no Change in Control will be
deemed to have occurred under clause (i) if, subsequent to such time as a
Change of Control would otherwise be deemed to have occurred, a majority of the
Directors in office prior to the acquisition of the securities by such person
determines otherwise.


 


Code shall mean the
Internal Revenue Code of 1986, as amended.


 


Committee shall mean the
International Benefits Administrative Committee, as herein provided in Article VII.


 


Company shall mean The
Coca-Cola Company, a Delaware corporation.


 


Compensation shall mean for
any Plan Year, the amount derived by including the amounts in Subsections (a) and
(b) and excluding the amounts in Subsection (c), as follows:


 


(a) all
such Member’s base pay, as such term is used for the purpose of determining the
amount of the Member’s bonus under any annual incentive award program sponsored
by the Company;


 


(b) unused
accrued annual leave payments made pursuant to the International Service
Program policy and all annual or discretionary incentives paid to the Member,
including any principal amounts (but not interest) paid under the Company’s
Long-Term Incentive Plan or Executive Performance Incentive Plan, but not
including any premiums paid under any International Service program maintained
by the Company;


 


(c) all
of the following items:  (1) 
deferred compensation (other than any deferred compensation payable under a
formal incentive arrangement and compensation deferred under The Coca-Cola
Company Deferred Compensation Plan); (2) all severance payments; (3) tuition,
relocation, and other expense reimbursements; (4) taxable income from
excess group life insurance; (5) taxable income from stock option
transactions and restricted stock transactions; (6) welfare benefits; (7) cash
and noncash fringe benefits; (8) extraordinary remuneration associated
with an international assignment (including but not limited to, tax
equalization payments, mobility allowances, and housing allowances); (9) extraordinary
remuneration related to separation of employment or transition of employment; (10) hiring
bonuses and any other extraordinary remuneration in conjunction with 


 


4

















 


or
related to hiring or transfer; (11) make-whole payments; and (12) ex gratia
payments.


 


Compensation
will include only those amounts that are actually paid by an Employer.  Compensation of a Member who is providing
services outside the United States shall be determined by the Committee
according to guidelines established by the Committee.  In addition, the Committee may determine a
Member’s Compensation in a currency other than U.S. dollars.   Compensation shall not include any cash
compensation after the Member’s Separation from Service unless the Member is
eligible again for the Plan.


 


Crediting
Date shall mean the last day of each month during the Plan Year when the
New York Stock Exchange is open for trading, or such other date selected by the
Committee for crediting compensation and allocating hypothetical shares of
Stock to Members’ Accounts.


 


Disability
or Disabled shall mean a physical or mental incapacity that
qualifies the Member for benefits under The Coca-Cola Company Long-Term
Disability Income Plan or a Committee-approved long-term disability plan of
another Employer, provided that the Member is unable to engage in any
substantial gainful activity by reason of 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 twelve months.


 


Early
Retirement Date shall mean the first day of any month on or
following the Member’s 60th birthday; except that, for
Members who have ten Years of Vesting Service, such early Retirement Date is
the first day of any month on or following the Member’s 55th birthday.


 


Effective
Date shall mean January 1, 1986.


 


Employee shall mean any
individual who is employed by the Company or a Subsidiary.  An individual shall be treated as an employee
under this Plan for any period only if (i) he is actually classified
during such period by the Employer on its payroll, personnel and benefits
system as an employee, and (ii) he is paid for services rendered during
such period through the payroll system, as distinguished from the accounts
payable department of the Employer.  No
other individual shall be treated as an employee under this Plan for any
period, regardless of his or her status during such period as an employee under
common law or under any statute.


 


Employer shall mean the
Company or any Subsidiary.


 


Employment
Date shall mean the date on which the Employee first completes an Hour of
Service; provided that the Employment Date of an Employee who incurs a Break in
Service will be the first day on which he completes an Hour of Service after
such Break in Service.


 


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Home
Country shall mean the country of citizenship or country of initial employment
with an Employer.  A Member may have more
than one Home Country.  Where there is a
question regarding whether or not a country is a Home Country for a Member, the
Committee shall make a determination.


 


Hour
of Service shall mean each hour for which an Employee is paid
or entitled to payment for the performance of duties for an Employer.


 


International
Service shall mean those services provided to an Employer by an Employee where
the Employee is properly designated on the payroll records of the Employer as
an International Service Associate or as otherwise determined in accordance
with guidelines established by the Committee.


 


Market
Price shall mean the closing price per share of Stock as reported on the New
York Stock Exchange Composite Transactions listing.


 


Member shall mean an
Employee who has engaged in International Service, who has become a Member of
the Plan as provided in Article II hereof, and who has not ceased to be a
Member.


 


Normal
Retirement Age shall mean age 65.


 


Plan shall mean The
Coca-Cola Export Corporation International Thrift Plan as herein set forth and
as it may be amended from time to time.


 


Plan
Sponsor shall mean The Coca-Cola Export Corporation.


 


Plan
Year shall mean the twelve month period beginning on January 1 and
ending on December 31 of each year.


 


Separation
from Service shall mean that employment with an Employer
terminates such that it is reasonably anticipated that no further services will
be performed.  Separation from Service
shall be interpreted in a manner consistent with Section 409A of the Code
and the regulations thereunder.


 


Specified
Employee shall mean a key employee of an Employer who meets
the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of
the Code, as defined in Section 409A of the Code and the regulations
thereunder.


 


Spouse shall mean the
surviving spouse of a deceased Member.


 


Stock shall mean the
common stock of the Company.


 


Subsidiary shall mean any
corporation not less than 80% of whose voting stock or ownership interest (not
including shares having voting power only upon the happening of an event of
default) is at the time owned, directly or indirectly, by the Company.


 


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Termination
Date shall mean the earlier of —


 


(a)           the date on which an
Employee is no longer providing services to any Employer by reason of quit,
retirement, discharge, or death; or


 


(b)          the first anniversary of the
first date of a period in which an Employee remains absent from service (with
or without pay) from all Employers for any reason other than quit, retirement,
discharge, or death, such as vacation, holiday, sickness, disability, leave of
absence (other than an Approved Absence), or layoff.


 


U.S.
Thrift Plan shall mean The Coca-Cola Company Thrift &
Investment Plan or any successor tax-qualified defined contribution plan.


 


Valuation
Date shall mean December 31 of each Plan Year, or such other date as
provided by the Committee.


 


Year
of Vesting Service shall mean, with respect to an Employee, the years
described in Subsection (a), excluding the years described in Subsection (b),
as follows:


 


(a)          Inclusions.  Except as described in Subsection (b) hereof,
Years of Vesting Service shall include:


 


(1)       the aggregate
of all periods beginning on each Employment Date of an Employee and ending on
the next following Termination Date (unless such Employee is reemployed by an
Employer within one year of his Termination Date, in which event, such
Termination Date shall be ignored and the period shall end upon his Termination
Date which occurs following his reemployment);


 


(2)       all periods
during which the Employee is Disabled, ending no later than the date that the
Employee attains age 65;


 


(3)       any period of
an Approved Absence;


 


(4)       any period of
absence extending beyond one year that is not an Approved Absence if the
Employee resumes employment with an Employer within one year after his
Termination Date;


 


(5)       any period of
service with an entity other than an Employer (including periods of service
before an Employer becomes a Subsidiary) to the extent determined by the
Committee;


 


(6)       any period of
service with a bottler that has been designated by the Committee as eligible
for crediting Years of Vesting Service;


 


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(7)                                  service with
Cadbury Schweppes plc, to the extent such service was credited for eligibility
and vesting purposes under a comparable pension program of Cadbury Schweppes
plc immediately prior to the Applicable Closing Date (as defined in the
Purchase Agreement between Cadbury Schweppes plc, Atlantic Industries and The
Coca-Cola Company) and provided that the individual was employed by Cadbury
Schweppes plc on the day prior to the Applicable Closing Date and became an
Employee immediately after the Applicable Closing Date.


 


(b)         Exclusion.


 


(1)                                  Notwithstanding Subsection (a) hereof,
Years of Vesting Service shall not include any Years of Vesting Service
completed before a period in which an Employee incurs a number of consecutive
Breaks in Service which is at least equal to the greater of (i) five or (ii) the
aggregate number of Years of Vesting Service completed before the commencement
of the first of such Breaks in Service, unless the Employee was vested in
benefits under this Plan at the time the first such Break in Service commences.


 


(2)                                  Notwithstanding
any other provision in this Plan, Years of Vesting Service shall not include
any leave of absence that is not an Approved Absence, unless the Member returns
from the leave for three consecutive months or retires from the leave of
absence.


 


(c)          Computation.  Years of Vesting Service shall be computed in
whole and partial years, by treating all complete calendar months of Vesting
Service as 1/12 year, aggregating all noncontinuous partial months into whole
30-day months that are then each treated as 1/12 year, and counting any remaining
days as 1/12 year.


 


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ARTICLE II


ELIGIBILITY AND APPROVAL FOR PARTICIPATION


 


2.1                                 Each Employee
of the Company or of any Subsidiary who has performed International Service
shall become a Member of this Plan on the first day of any month coincident
with or subsequent to the date upon which the following conditions shall be
met:


 


a.               Citizenship:  He shall not be a citizen of the United
States.


 


b.              Length of Employment:  He shall, preceding such date, have completed
at least one Year of Vesting Service.


 


c.               International
Employment:  He shall, on such date, be
performing International Service.


 


d.              Committee Approval:  He shall have been approved for membership in
the Plan by the Committee in accordance with rules and regulations adopted
by the Committee.


 


Participation
in similar plans:  He shall not be a
participant in The Coca-Cola Company Thrift & Investment Plan or a
savings plan providing a benefit similar to the Plan.


 


2.2                                 Unless
otherwise determined by the Committee, a Member shall continue to receive
contributions under the Plan until the earliest of:  i) the date on which he discontinues
International Service; ii) has a Termination Date, iii) has a Separation from
Service; or iv) is ineligible for continued participation under guidelines
established by the Committee.


 


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ARTICLE III


PLAN ACCOUNTS AND CONTRIBUTIONS


 


3.1                                 Each Member
shall have an Account administered in his name by the Plan Sponsor.  Such Account shall be a bookkeeping entry
only and no Stock or other assets shall be placed in the Member’s name.


 


3.2                                 Each Account
shall be credited with hypothetical contributions allocated to such Account in
accordance with Subsection 3.3 below and credited with hypothetical dividends
derived from such contributions, which shall be deemed to be invested as
provided in Subsection 3.4 below.  Such
an Account shall be maintained for a Member until the value of all hypothetical
investments, and any uninvested hypothetical contributions or dividends, has
been distributed to or on behalf of the Member.


 


3.3                                 The Plan
Sponsor shall credit to each Member’s Account a hypothetical contribution equal
to 3% of the Member’s Compensation paid during each month.  If Compensation is denominated in a currency
other than U.S. dollars, an equivalent amount in U.S. dollars, using a
conversion method approved by the Committee, shall be used.  As of each Crediting Date, the balance will
be converted to a number of hypothetical shares of Stock, based on the closing
Stock price on the Crediting Date.   As
of each Valuation Date, the Plan Sponsor shall value each Member’s Account and
provide a statement to each Member as soon as administratively feasible.  Such statement may be provided or made
available through electronic means.


 


3.4                                 As of each date
on which dividends on the stock are payable, each Member’s Account shall be
credited with the value of the dividends that would be payable on the
hypothetical shares of Stock then allocated to the Member’s Account.


 


10














 


ARTICLE IV


VESTING


 


4.1                                 Upon
termination of a Member’s employment before he has either attained an Early
Retirement Date or has completed four Years of Vesting Service, such Member
shall cease to be a Member and shall receive no benefits under the Plan, except
as provided in Section 4.5 below.


 


4.2                                 Upon
the termination of a Member’s employment on or after the earlier of the Member’s
Early Retirement Date or the date on which he completes four Years of Vesting
Service, such member shall be 100% vested in his benefit under the Plan.


 


4.3                                 A
Member shall be 100% vested in his benefit under the Plan upon death.


 


4.4                                 A
Member shall be 100% vested in his benefit under the Plan upon a Change in
Control.


 


4.5                                 If
a Member is unvested at the time he initially terminates employment, is later
rehired by an Employer and earns additional Years of Vesting Service, the
number of share units credited to his Account shall be restored effective as of
the date of rehire.


 


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ARTICLE V


PAYMENT OF
ACCOUNTS


 


Benefits under the Plan may be made only in the form and upon
occurrence of the events specified in this section.


 


5.1                                 Form of
payment.   All benefits under this
Plan shall be paid in a single lump sum.


 


5.2                                 Distribution
events and time of payment.


 


(a)                                  Separation
from Service.  Upon a Member’s Separation
from Service, his vested Account balance shall be paid to the Member on the
last business day of the third month following the month in which the Member
has a Separation from Service. 
Notwithstanding the foregoing, the Account of a Specified Employee shall
be paid on the last business day of the sixth month following the month in
which the Specified Employee has a Separation from Service.


 


If a Member
has a Separation from Service prior to January 1, 2008 and has not been
paid by January 1, 2008, his vested Account balance shall be paid on May 30,
2008, with the Stock price used for valuation of the Account to be the higher
of i) the price as determined in Section 5.3 below or ii) highest market
price between the fifteenth day of April 2008 and the first day of May 2008.


 


(b)                                 Death.  In the event of a Member’s death, his vested
Account balance shall be paid to his Beneficiary on the last business day of
the second month following the month of the Member’s death.


 


(c)                                  Disability.  In the event of a Member’s Disability, his
vested Account balance shall be paid to the Member on the last business day of
the third month following the month in which the Member is Disabled.


 


5.3                                 Valuation
of Account.  The value of a Member’s
Account shall be calculated as follows: 
i) the cash value of hypothetical shares of Stock credited to the Member’s
Account as of the last Crediting Date prior to Separation from Service, death
or Disability, as applicable; plus ii) the cash value of any
hypothetical dividends since the last Crediting Date; plus iii) 3% of
Compensation since the last Crediting Date. 
In determining the value of the Member’s Account, except as set forth in
Section 5.2(a) above, the Stock price shall be the highest market
price between the fifteenth day of the month in which the Member has a
Separation from Service, dies or becomes Disabled, as applicable, and the first
business day in the following month.  No
interest shall be due from the date of Separation from Service, death or
Disability or under any other circumstances.


 


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5.4                                 Other
terms and conditions of payment.


 


(a)                                  The
payment of any benefits under this Plan shall be subject to approval by the
Committee.


 


(b)                                 Neither
Members nor any other persons shall have any rights to payments or benefits of
any kind under this Plan until such payments or the payment of benefits have
actually been made.


 


(c)                                  There
shall be no liability or obligation on the part of any Employer participating
in this Plan to pay any benefits described hereunder to any person or group of
persons unless and until approved by the Committee as set forth in Section 5.1
and said Committee may withhold approval of the payment of any such benefits to
any person or group of persons in its arbitrary discretion.


 


(d)                                 Prior
to commencement of payment, each Member shall designate by written notification
to the Committee or its designee whether the Member wishes to receive his benefit
in U.S. dollars or any other currency. 
If notification is not made, the payment shall be made in U.S.
dollars.  The rate of exchange shall be
determined by any reasonable method, such as the spot rate on the date of
payment.  The payment may be made to the
Member only in the Member’s country of residence (determined at the time of
payment) unless a different location is required due to tax withholding
requirements or as otherwise approved by Committee guidelines.


 


(e)                                  Benefits
payable under this Plan shall be the obligation of the Plan Sponsor.  All payments are paid from the general assets
of the Plan Sponsor or Company.


 


(f)                                    A
Member’s failure to cash a benefit check within three years of issuance or
attempted delivery of such payment shall result in a forfeiture of such payment
to the Company.


 


5.5                                 Prohibited Activities.  In
the event a Member engages in a “Prohibited Activity” (as defined below), at
any time during Member’s employment with an Employer or within one year after
termination of Member’s employment from an Employer, all benefits payable under
the Plan shall be forfeited and, if applicable, be repaid to the Company.  Prohibited Activities are:


 


(a)          Non-Disparagement — making any statement, written or verbal,
in any forum or media, or taking any action in disparagement of an Employer or
affiliate thereof, including but not limited to negative references to the
Company or its 


 


13

















 


products,
services, corporate policies, or current or former officers or employees,
customers, suppliers, or business partners or associates;


 


(b)         No Publicity —
publishing any opinion, fact, or material, delivering any lecture or address,
participating in the making of any film, radio broadcast or television transmission,
or communicating with any representative of the media relating to confidential
matters regarding the business or affairs of an Employer which Member was
involved with during Member’s employment;


 


(c)          Non-Disclosure of Trade Secrets — failure
to hold in confidence all Trade Secrets of an Employer that came into Member’s
knowledge during Member’s employment by the Employer, or disclosing,
publishing, or making use of at any time such Trade Secrets, where the term “Trade
Secret” means any technical or non-technical data, formula, pattern,
compilation, program, device, method, technique, drawing, process, financial
data, financial plan, product plan, list of actual or potential customers or
suppliers or other information similar to any of the foregoing, which (i) derives
economic value, actual or potential, from not being generally known to and not
being readily ascertainable by proper means by, other persons who can derive
economic value from its disclosure or use, and (ii) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy;


 


(d)         Non-Disclosure of Confidential Information — failure
to hold in confidence all Confidential Information of the Employer that came
into Member’s knowledge during Member’s employment by the Employer, or
disclosing, publishing, or making use of such Confidential Information, where
the term “Confidential Information” means any data or information, other than
Trade Secrets, that is valuable to the Company and not generally known to the
public or to competitors of the Company;


 


(e)          Return of Materials — failure
of Member, in the event of Member’s termination of employment for any reason,
promptly to deliver to the Employer all memoranda, notes, records, manuals or
other documents, including all copies of such materials and all documentation
prepared or produced in connection therewith, containing Trade Secrets or
Confidential Information regarding the Company’s business, whether made or
compiled by Member or furnished to Member by virtue of Member’s employment with
the Employer, or failure promptly to deliver to the Employer all vehicles,
computers, credit cards, telephones, handheld electronic devices, office
equipment, and other property furnished to Member by virtue of Member’s
employment with an Employer;


 


(f)            Non-Compete — rendering
services for any organization which, or engaging directly or indirectly in any
business which, in the sole judgment of the Committee or any senior officer
designated by the Committee, is or becomes competitive with the Company;


 


14

















 


(g)         Non-solicitation - soliciting or attempting to solicit for
employment for or on behalf of any corporation, partnership, or other business
entity any employee of the Company with whom Member had professional
interaction during the last twelve months of Member’s employment with the
Company or Member’s Employer; or


 


(h)         Violation of the Company
Policies — violating any written
policies of the Company or Member’s Employer applicable to Member, including
without limitation the Company insider trading policy.


 


15

















 


ARTICLE
VI


CHANGE OR
DISCONTINUANCE OF PLAN


 


6.1                                 The
Committee may at any time and from time to time amend, suspend or terminate
this Plan in whole or with respect to any one or more employees of said Company
or any other Employer.


 


6.2                                 In
the event the Plan should be so discontinued, the Committee shall determine the
amount of benefits attributable under the Plan to the date of discontinuance.  Actual payment of any such benefits,
including payments to Members already retired, shall be subject to approval of
the Committee.


 


16

















 


ARTICLE
VII


ADMINISTRATION
OF PLAN


 


7.1                                 Appointment
of Committee.  The Company’s Vice
President of Human Resources, or his designee, shall appoint a Committee of no
less than three and no more than seven members, one of whom shall be designated
by it as Chairman.  Members of this
Committee may be chosen without regard to whether they are directors, officers
or employees of the Company or a Subsidiary. 
All members of the Committee shall serve at the pleasure of the Vice
President of Human Resources of the Company or his designee.  Vacancies on the Committee, arising for any
reason whatsoever, shall be filled by the Vice President of Human Resources of
the Company or his designee.  Any member
of the Committee may resign of his own accord by delivering his written
resignation to the Vice President of Human Resources of the Company or his
designee.


 


7.2                                 Organization
and Operation of Committee.  The
Chairman present shall preside at meetings of the Committee.  In his absence, those present will choose one
of their number to act as Chairman.  The
Committee may appoint a Secretary, who shall keep the minutes of the meetings
and perform such other duties as may be assigned to him by the Committee,
together with such other officers as it shall deem necessary.  Neither the Secretary nor any other officer
appointed by the Committee need be members. 
The Committee shall act by the majority of members then in office at all
meetings and may set up a procedure to act upon matters by vote in writing
without a meeting.  The Committee may
authorize one or more of its members and/or its Secretary or Assistant
Secretary to sign directions, communications and to execute documents on behalf
of the Committee.


 


7.3                                 Powers
of the Committee.  The Committee
shall administer the Plan and shall have the exclusive responsibility and
complete discretionary authority to control the operation and administration of
the Plan, with all powers necessary to enable it to properly carry out such
responsibility, including but not limited to the power to approve or disapprove
a Subsidiary’s adoption of this Plan, the power to construe the terms of the
Plan, to determine status, coverage and eligibility for benefits and to resolve
all interpretive, equitable, and other questions, including questions of fact,
that shall arise in the operation and administration of the Plan.  All actions or determinations of the
Committee shall be final, conclusive and binding on all persons.


 


7.4                                 Expenses
of Committee.  The Company shall pay
all expenses of the Committee.  Such
expenses shall include any expenses incident to the functioning of the
Committee, including, but not limited to, salaries of employees, fees for
actuarial and other services, attorney’s fees, accounting charges and other
costs of administering the Plan.


 


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7.5                                 Liability
of Employer and Committee.  Neither
the Employer nor any Committee member shall be liable for the loss or damage
which may result in connection with the execution of his duties or the exercise
of his discretion or from any other act or omission hereunder, except when due
to his own negligence or willful misconduct.


 


7.6                                 Claims
Procedure.


 


(a)                                  Right
to Make Claim.  An interested party who
disagrees with a determination of his or her right to Plan benefits must submit
a written claim and exhaust this claim procedure before legal recourse of any
type is sought.  The claim must include a
description of the relevant evidence the interested party believes support the
claim and must be submitted to the Committee. 
The Committee (or its designee) shall either approve or deny the claim.


 


(b)                                 Appeal
of Denial and Final Review.  The
interested party may make a written appeal of the Committee’s initial decision,
and the Committee (or its designee) shall respond.


 


(c)                                  Time
Frame.  The initial claim, its review,
appeal and final review shall be made in a timely fashion, subject to the
following time table:


 


	
  Action

  	
   

  	
  Days to Respond From Last
  Action

  
	
   

  	
   

  	
   

  
	
  Benefit is determined

  	
   

  	
  N/A

  
	
  Interested party files initial request

  	
   

  	
  60 days (subject to
  subsection (d) below)

  
	
  Committee’s initial decision

  	
   

  	
  90 days

  
	
  Interested party requests final review

  	
   

  	
  60 days

  
	
  Committee’s final decision

  	
   

  	
  90 days

  



 


However, the Committee may take up to twice
the maximum response time for its initial and final review if it provides an
explanation within the normal period of why an extension is needed and when its
decision shall be forthcoming.


 


(d)                                 Limitation
on Actions.  Any claim must be brought
within one year after (a) in the case of any lump-sum payment, the date on
which the payment was made; (b) in the case of an annuity payment or
installment payment, the date of the first payment in the series of payments;
or (c) for all other claims, the date on which the action complained of
occurred.  Any suit must be brought
within one year after the date the Committee (or its designee) has made a final
denial (or deemed denial) of a claim for benefits.  Notwithstanding any other provision herein,
any suit must be brought within two years after the date the claim first arose
(as described above).


 


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ARTICLE VIII


MISCELLANEOUS
PROVISIONS


 


8.1                                 Subsidiaries.  In the event the Board of Directors or the
Committee shall determine that a corporation has ceased to be a Subsidiary,
such former Subsidiary shall be deemed to have withdrawn from the Plan as of
the first day of the next succeeding month, following such determination of the
Board of Directors or the Committee, or, in lieu thereof, as of such other date
as the Board of Directors or the Committee shall determine.  Thereupon, the Plan is deemed to have been
discontinued with respect to the employees of said former Subsidiary.


 


8.2                                 Limitation
of Responsibility.  Neither the
establishment of this Plan nor any modification thereof, nor the creation of
any fund or account, nor the payment of any benefits, shall be construed as
giving to any Member or other person any legal or equitable right against the
Company, or of its Subsidiaries, or any officer or employee thereof, or the
Committee, except as herein provided; and in no event shall the terms of
employment of any Member be modified or in any way affected thereby,


 


8.3                                 Restrictions
on Alienation and Assignment.  Except
as set forth in Section 8.6, the right of any Member or any other person
to any benefit or to any payment hereunder or to any separate account shall not
be subject to alienation or assignment, and if such Member or other person
shall attempt to assign, transfer or dispose of such right, or should such
right be subjected to attachment, execution, garnishment, sequestration or
other legal, equitable or other process, it shall ipso facto pass to such one
or more persons as may be selected by the Committee; provided, however, that
the Committee in its sole discretion may reappoint the Member or other person
to receive any payment thereafter authorized. 
The Committee may revoke any appointment made by the Committee hereunder
at any time, and a further appointment made by it.


 


8.4                                 Authority
of Officers of the Company or of a Subsidiary.  Whenever the Company or a Subsidiary under
the terms of this Plan is permitted or required to do or perform any act or
matter or thing, it shall be done and performed by any officer thereunder duly
authorized by its Board of Directors.


 


8.5                                 Controlling
Law.  This Plan shall be subject to
the laws of the State of Delaware (except to the extent that Delaware conflicts
of law rules would call for the application of the law of another
jurisdiction) and any and all disputes arising under this Plan are to be
resolved exclusively by courts sitting in Delaware.  The parties hereby waive any claims of
improper venue or lack of personal or subject matter jurisdiction as to any
such disputes.


 


8.6                                 Offset for Monies Owed.  The benefits provided hereunder will be
offset for any monies that the Committee or its designee determines are owed to
the Company or any Subsidiary.


 


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IN WITNESS WHEREOF, the International Benefits Administrative Committee
has caused this amendment and restatement of the Plan to be executed by a duly
authorized member of the International Benefits Administrative Committee
effective as of October 1, 2007.


 


	
   

  	
  By:

  	
  /s/ Susan M. Fleming

  



 


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