tmok08ex_10-43.htm


                                                                                            Exhibit
10.43


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Thermo
Fisher Scientific Inc.

    


     

    Amended
and Restated

    2005
Deferred Compensation Plan

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Effective
Date

    January
1, 2009


    
      
         


      

      
         


        
          

        

      

      
         


        
          Thermo
Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation
Plan

          


        

      

    


    Article
I

                    
Establishment and Purpose
..................................................................................................................................................................................................................................1

     

    Article
II

                 Definitions..............................................................................................................................................................................................................................................................1

    Article
III

                
Eligibility
and Participation
..................................................................................................................................................................................................................................8

     

    Article
IV

               
 Deferrals
..................................................................................................................................................................................................................................................................8

     

    Article
V

                 Company
Contributions.....................................................................................................................................................................................................................................11


    Article
VI

                
Benefits
.................................................................................................................................................................................................................................................................11

     

    Article
VII

            Modifications
to Payment Schedules
...............................................................................................................................................................................................................15


     

    Article
VIII

                
Valuation
of Account Balances;
Investments................................................................................................................................................................................................16

     

    Article
IX

     Administration.....................................................................................................................................................................................................................................................17

     

    Article
X

            Amendment and
Termination............................................................................................................................................................................................................................19

    
      
        
          
             

          

        
Article
XI

    

     Informal Funding
.................................................................................................................................................................................................................................................19

     

    ARticle
XII

           
 Claims....................................................................................................................................................................................................................................................................20

     

    Article
XIII

             
   
General Provisions
..............................................................................................................................................................................................................................................26


    
      
         


      

      
         


        
          

        

      

      
         


        
          Thermo
Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation
Plan

          


        

      

    


    Article
I

    Establishment
and Purpose

     

    Thermo
Fisher Scientific Inc. (the “Company”) hereby amends and restates the Thermo
Fisher Scientific Inc. 2005 Deferred Compensation Plan (the “Plan” or the “2005
Plan”), effective January 1, 2009. This document amends and restates the Thermo
Fisher Scientific Inc. 2005 Deferred Compensation Plan that was executed on
October 22, 2007 in order to make certain changes to the plan design for
application beginning in the 2009 Plan Year.  The provisions of this
amendment and restatement apply to amounts deferred under the 2005 Plan on or
after January 1, 2005. Amounts deferred under the Plan prior to January 1, 2005
that were vested as of December 31, 2004 (the “Grandfathered Accounts”) shall be
subject to the provisions of the Plan as in effect on October 3, 2004, as
the same may be amended from time to time by the Company without material
modification, it being expressly intended that such Grandfathered Accounts are
to remain exempt from the requirements of Code Section 409A. The provisions of
the Plan applicable to Grandfathered Accounts are reflected in this document for
ease of reference.

    


    The
purpose of the Plan is to attract and retain key employees by providing
Participants with an opportunity to defer receipt of a portion of their salary,
bonus, and other specified compensation. The Plan is not intended to meet the
qualification requirements of Code Section 401(a), but is intended to meet the
requirements of Code Section 409A, and shall be operated and interpreted
consistent with that intent.

    


    The Plan
constitutes an unsecured promise by a Participating Employer to pay benefits in
the future. Participants in the Plan shall have the status of general unsecured
creditors of the Company or the Adopting Employer, as applicable. Each
Participating Employer shall be solely responsible for payment of the benefits
of its employees and their beneficiaries. The Plan is unfunded for Federal tax
purposes and is intended to be an unfunded arrangement for eligible employees
who are part of a select group of management or highly compensated employees of
the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA. Any amounts set aside to defray the liabilities assumed by the Company or
an Adopting Employer will remain the general assets of the Company or the
Adopting Employer and shall remain subject to the claims of the Company’s or the
Adopting Employer's creditors until such amounts are distributed to the
Participants.

    


    


    Article
II

    Definitions

     

    
      	
              2.1  

            	
              Account.
      Account means a bookkeeping account maintained by the Company to record
      the payment obligation of a Participating Employer to a Participant as
      determined under the terms of the Plan. The Company may maintain an
      Account to record the total obligation to a Participant and component
      Accounts to reflect amounts payable at different times and in different
      forms. Component Accounts may also be maintained for some or all portions
      of the Plan that is/are treated as a separate plan under Code Section
      409A.  Reference to an Account means any such Account
      established by the Company, as the context requires. Accounts are intended
      to constitute unfunded obligations within the meaning of Sections 201(2),
      301(a)(3) and 401(a)(1) of ERISA.

            


    

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2  

            	
              Account
      Balance. Account Balance means, with respect to any Account, the
      total payment obligation owed to a Participant from such Account as of the
      most recent Valuation Date.

            


    

    


    
      	
              2.3  

            	
              Adopting
      Employer. Adopting Employer means an Affiliate that, with the
      consent of the Company, has adopted the Plan for the benefit of its
      eligible employees.

            


    

    


    
      	
              2.4  

            	
              Affiliate.
      Affiliate means a corporation, trade or business that, together with the
      Company, is treated as a single employer under Code Section 414(b) or
      (c).

            


    

    


    
      	
              2.5  

            	
              Beneficiary.
      Beneficiary means a natural person, estate, or trust designated by a
      Participant to receive payments to which a Beneficiary is entitled in
      accordance with provisions of the Plan. The Participant’s spouse, if
      living, otherwise the Participant’s estate, shall be the Beneficiary if:
      (i)the Participant has failed to properly designate a Beneficiary, or (ii)
      all designated Beneficiaries have predeceased the
      Participant.  A former spouse shall have no interest under the
      Plan, as Beneficiary or otherwise, unless the Participant designates such
      person as a Beneficiary after dissolution of the marriage, except to the
      extent provided under the terms of a domestic relations order as described
      in  Code Section
414(p)(1)(B).

            


    

    


    
      	
              2.6  

            	
              Business Day.
      Business Day means each day on which the New York Stock Exchange is open
      for business.

            


    

    


    
      	
              2.7  

            	
              Change in
      Control. Change in Control means, with respect to a Participating
      Employer that is organized as a corporation, any of the following events:
      (i) a change in the ownership of the Participating Employer, (ii) a change
      in the effective control of the Participating Employer, or (iii) a change
      in the ownership of a substantial portion of the assets of the
      Participating Employer.

            


    

    


    For
purposes of this Section, a change in the ownership of the Participating
Employer occurs on the date on which any one person, or more than one person
acting as a group, acquires ownership of stock of the Participating Employer
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
Participating Employer. A change in the effective control of the Participating
Employer occurs on the date on which either: (i) a person, or more than one
person acting as a group, acquires ownership of stock of the Participating
Employer possessing 40% or more of the total voting power of the stock of the
Participating Employer, 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 Participating Employer’s 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 of the Participating Employer . 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, other than a person or group of
persons that is related to the Participating Employer, acquires assets from the
Participating Employer 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
Participating Employer 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.

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    An event
constitutes a Change in Control with respect to a Participant only if the
Participant performs services for the Participating Employer that has
experienced the Change in Control, or the Participant’s relationship to the
affected Participating Employer otherwise satisfies the requirements of Treasury
Regulation Section 1.409A-3(i)(5)(ii).

    


    Notwithstanding
anything to the contrary herein, with respect to a Participating Employer that
is a partnership, Change in Control means only a change in the ownership of the
partnership or a change in the ownership of a substantial portion of the assets
of the partnership, and the provisions set forth above respecting such changes
relative to a corporation shall be applied by analogy.

    


    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.

    


    
      	
              2.8  

            	
              Change in Control
      Benefit.  Change in Control Benefit means the benefit
      payable to a Participant under the Plan in accordance with Section
      6.1(e).

            


    

    


    
      	
              2.9  

            	
              Claimant.
      Claimant means a Participant or Beneficiary filing a claim under Article
      XII of this Plan.

            


    

    


    
      	
              2.10  

            	
              Code. Code
      means the Internal Revenue Code of 1986, as amended from time to
      time.

            


    

    


    
      	
              2.11  

            	
              Code Section
      409A. Code Section 409A means section 409A of the Code, and
      regulations and other guidance issued by the Treasury Department and
      Internal Revenue Service
thereunder.

            


    

    


    
      	
              2.12  

            	
              Committee.
      Committee means the Compensation Committee of the board of directors of
      the Company or such other committee as the board of directors of the
      Company may appoint from time to
time.

            


    

    


    
      	
              2.13  

            	
              Company.
      Company means Thermo Fisher Scientific Inc., a Delaware corporation, and
      any successor to all or substantially all of the Company’s assets or
      business.

            


    

    


    
      	
              2.14  

            	
              Company
      Contribution. Company Contribution means a credit by a
      Participating Employer to a Participant’s Account(s) in accordance with
      the provisions of Article V of the Plan. Company Contributions are
      credited at the sole discretion of the Participating Employer and the fact
      that a Company Contribution is credited in one year shall not obligate the
      Participating Employer to continue to make such Company Contribution in
      subsequent years. Unless the context clearly indicates otherwise, a
      reference to Company Contribution shall include Earnings attributable to
      such contribution.

            


    

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.15  

            	
              Compensation.
      Compensation means a Participant’s base salary, bonus, and such other
      remuneration for services rendered as an Employee (if any) approved by the
      Company as Compensation that may be deferred under this Plan. Compensation
      shall not include any Compensation that has been previously deferred under
      this Plan or any other arrangement subject to Code Section
      409A.

            


    

    


    
      	
              2.16  

            	
              Compensation Deferral
      Agreement. Compensation Deferral Agreement means an agreement
      between a Participant and a Participating Employer that specifies: (i) the
      amount of each component of Compensation that the Participant has elected
      to defer to the Plan in accordance with the provisions of Article IV, and
      (ii) the Payment Schedule applicable to one or more Accounts. The Company
      may permit different deferral amounts for each component of Compensation
      and may establish a minimum or maximum deferral amount for each such
      component. Unless otherwise specified by the Company in the Compensation
      Deferral Agreement, Participants may defer up to 50% of their base salary
      and up to 50% of other types of Compensation for a Plan Year. A
      Compensation Deferral Agreement may also specify the investment allocation
      described in Section 8.4.

            


    

    


    
      	
              2.17  

            	
              Death Benefit.
      Death Benefit means the benefit payable under the Plan to a Participant’s
      Beneficiary(ies) upon the Participant’s death as provided in Section
      6.1(d) of the Plan.

            


    

    


    
      	
              2.18  

            	
              Deferral.
      Deferral means a credit to a Participant’s Account(s) that records that
      portion of the Participant’s Compensation that the Participant has elected
      to defer to the Plan in accordance with the provisions of Article IV.
      Unless the context of the Plan clearly indicates otherwise, a reference to
      Deferrals includes Earnings attributable to such
      Deferrals.  Deferrals shall be calculated with respect to the
      gross cash Compensation payable to the Participant prior to any deductions
      or withholdings.  The foregoing notwithstanding, Deferrals shall
      be further limited as of the date the Compensation Deferral Agreement
      becomes irrevocable so that they do not exceed 100% of the cash
      Compensation of the Participant remaining after deduction of all required
      income and employment taxes, employee welfare benefit plan deductions, and
      other deductions required by law. Changes to payroll withholdings that
      affect the amount of Compensation being deferred to the Plan shall be
      allowed only to the extent permissible under Code Section
      409A.

            


    

    


    
      	
              2.19  

            	
              Disability
      Benefit. Disability Benefit means the benefit payable under the
      Plan to a Participant in the event such Participant is determined to be
      Disabled.

            


    

    


    
      	
              2.20  

            	
              Disabled.
      Disabled means that a Participant is, by reason of any
      medically-determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months: (i) unable to engage in any substantial gainful
      activity, or (ii) receiving income replacement benefits for a period of
      not less than three months under an accident and health plan covering
      employees of the Participant’s employer. The Company shall determine
      whether a Participant is Disabled in accordance with Code Section 409A
      provided, however, that a Participant shall be deemed to be Disabled if
      determined to be totally disabled by the Social Security
      Administration.

            


    

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.21  

            	
              Earnings.
      Earnings means an adjustment to the value of an Account in accordance with
      Section 8.2.

            


    

    


    
      	
              2.22  

            	
              Effective Date.
      Effective Date of this amendment and restatement means January 1, 2009
      except insofar as it pertains to Code Section 409A requirements in which
      case Effective Date means January 1,
2005.

            


    

    


    
      	
              2.23  

            	
              Eligible
      Employee. Eligible Employee means a member of a “select group of
      management or highly compensated employees” of a Participating Employer
      within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA,
      as determined by the Committee from time to time in its sole
      discretion.  Employees become Eligible Employees upon
      notification by the Company of their eligibility to become Participants in
      the Plan.

            


    

    


    
      	
              2.24  

            	
              Employee.
      Employee means a common-law employee of an
  Employer.

            


    

    


    
      	
              2.25  

            	
              Employer.
      Employer means, with respect to Employees it employs, the Company and each
      Affiliate.

            


    

    


    
      	
              2.26  

            	
              ERISA. ERISA
      means the Employee Retirement Income Security Act of 1974, as amended from
      time to time.

            


    

    


    
      	
              2.27  

            	
              Fiscal Year
      Compensation. Fiscal Year Compensation means Compensation earned
      during one or more consecutive fiscal years of a Participating Employer,
      all of which is paid after the last day of such fiscal year or
      years.

            


    

    


    
      	
              2.28  

            	
              Grandfathered
      Account. Grandfathered Account means amounts deferred under the
      Plan prior to January 1, 2005 that were vested as of December 31,
      2004.

            


    

    


    
      	
              2.29  

            	
              Match-Eligible
      Compensation.  Match-Eligible Compensation for a given
      Plan Year means a Participant’s Compensation that is in excess of the
      amount of Compensation treated as “compensation” for the applicable plan
      year under the Thermo Fisher Scientific Inc. 401(k) Retirement
      Plan.  Match-Eligible Compensation includes a Participant’s
      Compensation that is in excess of the IRS limit on covered compensation
      for qualified plans established in Code Section 401(a)(17) in effect for
      that Plan Year and also includes any amount of a Participant’s
      Compensation that was reduced below the Code Section 401(a)(17) limit for
      purposes of applying the Company match in the Company-sponsored 401(k)
      plan due to Deferrals in this Plan.

            


    

     

    
 

    
      
        
        

      

      
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              2.30  

            	
              Participant.
      Participant means an Eligible Employee who has met the requirements under
      Section 3.1.  A Participant’s continued participation in the
      Plan shall be governed by Section 3.2 of the
  Plan.

            


    

    


    
      	
              2.31  

            	
              Participating
      Employer. Participating Employer means the Company and each
      Adopting Employer.

            


    

    


    
      	
              2.32  

            	
              Payment
      Schedule. Payment Schedule means the date as of which payment of an
      Account under the Plan will commence and the form in which payment of such
      Account will be made.

            


    

    


    
      	
              2.33  

            	
              Performance-Based
      Compensation. Performance-Based Compensation means Compensation
      where the amount of, or entitlement to, the Compensation is contingent on
      the satisfaction of pre-established organizational or individual
      performance criteria relating to a performance period of at least 12
      consecutive months. Organizational or individual performance criteria are
      considered pre-established if established in writing by not later than 90
      days after the commencement of the period of service to which the criteria
      relate, provided that the outcome is substantially uncertain at the time
      the criteria are established. The determination of whether Compensation
      qualifies as “Performance-Based Compensation” will be made in accordance
      with Treas. Reg. Section 1.409A-1(e) and subsequent
    guidance.

            


    

    


    
      	
              2.34  

            	
              Plan.
      Generally, the term Plan means the “Thermo Fisher Scientific Inc. Amended
      and Restated 2005 Deferred Compensation Plan” as documented herein and as
      may be amended from time to time hereafter. However, to the extent
      permitted or required under Code Section 409A, the term Plan may in the
      appropriate context also mean a portion of the Plan that is treated as a
      single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion
      of the Plan and any other nonqualified deferred compensation plan or
      portion thereof that is treated as a single plan under such
      section.

            


    

    


    
      	
              2.35  

            	
              Plan Year. Plan
      Year means January 1 through December
31.

            


    

    


    
      	
              2.36  

            	
              Retirement/Termination
      Account. Retirement/Termination Account means an Account
      established by the Company to record the amounts payable to a Participant
      upon Separation from Service. Unless the Participant has established a
      Specified Date Account, all Deferrals and Company Contributions shall be
      allocated to a Retirement/Termination Account on behalf of the
      Participant.

            


    

    


    
      	
              2.37  

            	
              Separation from
      Service.  Separation from Service means an Employee’s
      termination of employment with the Employer. Whether a Separation from
      Service has occurred shall be determined by the Company in accordance with
      Code Section 409A.  Except in the case of an Employee on a bona
      fide leave of absence as provided below, an Employee is deemed to have
      incurred a Separation from Service if the Employer and the Employee
      reasonably anticipated that the level of services to be performed by the
      Employee after a date certain would be reduced to 20% or less of the
      average services rendered by the Employee during the immediately preceding
      36-month period (or the total period of employment, if less than 36
      months) disregarding periods during which the Employee was on a bona fide
      leave of absence.

            


    

    


    An
Employee who is absent from work due to military leave, sick leave, or other
bona fide leave of absence shall incur a Separation from Service on the first
date immediately following the later of: (i) the six month anniversary of the
commencement of the leave, or (ii) the expiration of the Employee’s right, if
any, to reemployment under statute or contract.

    


    For
purposes of determining whether a Separation from Service has occurred, the
Employer means the Employer as defined in Section 2.25 of the Plan, except that
in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining
whether another organization is an Affiliate of the Company under Code Section
414(b), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of
determining whether another organization is an Affiliate of the Company under
Code Section 414(c), “at least 50 percent” shall be used instead of “at least 80
percent” each place it appears in those sections.  The Company
specifically reserves the right to determine whether a sale or other disposition
of substantial assets to an unrelated party constitutes a Separation from
Service with respect to a Participant 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.

     

     

    
      
        
        

      

      
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              2.38  

            	
              Specified Date
      Account. Specified Date Account means an Account established by the
      Company to record the amounts payable at a future date as specified in the
      Participant’s Compensation Deferral Agreement. Unless otherwise determined
      by the Company, a Participant may maintain no more than five Specified
      Date Accounts. A Specified Date Account may be identified in enrollment
      materials as an “In-Service Account” or such other name as established by
      the Company without affecting the meaning
  thereof.

            


    

    


    
      	
              2.39  

            	
              Specified Date
      Benefit. Specified Date Benefit means the benefit payable to a
      Participant under the Plan in accordance with Section
    6.1(b).

            


    

    


    
      	
              2.40  

            	
              Termination
      Benefit. Termination Benefit means the benefit payable to a
      Participant under the Plan following the Participant’s Separation from
      Service.

            


    

    


    
      	
              2.41  

            	
              Unforeseeable
      Emergency. Unforeseeable Emergency means a severe financial
      hardship to the Participant resulting from an illness or accident of the
      Participant, the Participant’s spouse, the Participant’s dependent (as
      defined in Code Section 152, without regard to Section 152(b)(1), (b)(2),
      and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due
      to casualty (including the need to rebuild a home following damage to a
      home not otherwise covered by insurance, for example,  as a
      result of a natural disaster); or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the
      control of the Participant. The types of events which may qualify as an
      Unforeseeable Emergency may be limited by the
  Company.

            


    

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.42  

            	
              Valuation Date.
      Valuation Date means each Business
Day.

            


    

    


    


    Article
III

    Eligibility
and Participation

     

    
      	
              3.1

            	
              Eligibility and
      Participation. An Eligible Employee becomes a Participant upon the
      earlier to occur of: (i) the notification of eligibility to participate
      and the timely submission of a Compensation Deferral Agreement on which an
      election to make a Deferral is made; or (ii) a credit of a Company
      Contribution in accordance with Article
V.

            


    

    


    
      	
              3.2

            	
              Duration. A
      Participant shall be eligible to defer Compensation and receive
      allocations of Company Contributions, subject to the terms of the Plan,
      for as long as such Participant remains an Eligible Employee. A
      Participant who is no longer an Eligible Employee but has not Separated
      from Service may not defer Compensation under the Plan beyond the Plan
      Year in which he or she became ineligible but may otherwise exercise all
      of the rights of a Participant under the Plan with respect to his or her
      Account(s). On and after a Separation from Service, a Participant shall
      remain a Participant as long as his or her Account Balance is greater than
      zero (0), and during such time may continue to make allocation elections
      as provided in Section 8.4. An individual shall cease being a Participant
      in the Plan when all benefits under the Plan to which he or she is
      entitled have been paid.

            


    

    


    


    
      	
               
      

            	
              Article
      IV

            


    

    Deferrals

    


    
      	
              4.1  

            	
              Deferral Elections,
      Generally.

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      Participant may elect to defer Compensation by submitting a Compensation
      Deferral Agreement during the enrollment periods established by the
      Company and in the manner specified by the Company, but in any event, in
      accordance with Section 4.2. A Compensation Deferral Agreement that is not
      timely filed with respect to a service period or component of Compensation
      shall be considered void and shall have no effect with respect to such
      service period or Compensation. The Company may modify any Compensation
      Deferral Agreement prior to the date the election becomes irrevocable
      under the rules of Section 4.2.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Participant shall specify on his or her Compensation Deferral Agreement
      the amount of Deferrals and whether to allocate Deferrals to a
      Retirement/Termination Account or to a Specified Date Account. If no
      designation is made, Deferrals shall be allocated to the
      Retirement/Termination Account. A Participant may also specify in his or
      her Compensation Deferral Agreement the Payment Schedule applicable to his
      or her Plan Accounts. If the Payment Schedule is not specified in a
      Compensation Deferral Agreement, the Payment Schedule shall be the Payment
      Schedule specified in Section 6.2.

            


    

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              Upon
      first becoming a Participant in the Plan, a Participant may elect to
      receive a Change in Control Benefit and, if applicable, a Payment Schedule
      for such Benefit as specified in Section 6.2(e).   An
      election to receive a Change in Control Benefit shall be irrevocable once
      the deadline for a timely election has passed, as specified in Section 4.2
      hereof.

            


    

    


    4.2           Timing Requirements for
Compensation Deferral Agreements.

    


    
      	
               
      

            	
              (a)

            	
              First Year of
      Eligibility. In the case of the first year in which an Eligible
      Employee becomes eligible to participate in the Plan, he or she has up to
      30 days following his or her initial eligibility to submit a Compensation
      Deferral Agreement with respect to Compensation to be earned during such
      year. The Compensation Deferral Agreement described in this paragraph
      becomes irrevocable upon the end of such 30-day period. The determination
      of whether an Eligible Employee may file a Compensation Deferral Agreement
      under this paragraph shall be determined in accordance with the rules of
      Code Section 409A, including the provisions of Treas. Reg. Section
      1.409A-2(a)(7).

            


    

    


    
      	
               
      

            	
              A
      Compensation Deferral Agreement filed under this paragraph applies to
      Compensation earned on and after the date the Compensation Deferral
      Agreement becomes irrevocable.

            


    

    


    
      	
                             
      (b)  

            	
              Prior Year Election.
      Except as otherwise provided in this Section 4.2, Participants may defer
      Compensation by filing a Compensation Deferral Agreement no later than
      December 31 of the year prior to the year in which the Compensation to be
      deferred is earned. A Compensation Deferral Agreement described in this
      paragraph shall become irrevocable with respect to such Compensation as of
      January 1 of the year in which such Compensation is
  earned.

            


    

    


    
      	
                             
      (c)  

            	
              Performance-Based
      Compensation. With the approval of the Company, Participants may
      file a Compensation Deferral Agreement with respect to Performance-Based
      Compensation no later than the date that is six months before the end of
      the performance period, provided
that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Participant performs services continuously from the later of the beginning
      of the performance period or the date the criteria are established through
      the date the Compensation Deferral Agreement is submitted;
    and

            


    

    
      	
               
      

            	
              (ii)

            	
              The
      Compensation is not readily ascertainable as of the date the Compensation
      Deferral Agreement is filed.

            


    

    


    A
Compensation Deferral Agreement becomes irrevocable with respect to
Performance-Based Compensation as of the day immediately following the latest
date for filing such election. Any election to defer Performance-Based
Compensation that is made in accordance with this paragraph and that becomes
payable as a result of the Participant’s death or disability (as defined in
Treas. Reg. Section 1.409A-1(e)) or upon a Change in Control (as defined in
Treas. Reg. Section 1.409A-3(i)(5)) prior to the satisfaction of the performance
criteria, will be void.

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	
                             
      (d)  

            	
              Short-Term Deferrals.
      Compensation that meets the definition of a “short-term deferral”
      described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in
      accordance with the rules of Article VII, applied as if the date the
      substantial risk of forfeiture lapses is the date payments were originally
      scheduled to commence, provided, however, that the provisions of Section
      7.3 shall not apply to payments attributable to a Change in Control (as
      defined in Treas. Reg. Section
1.409A-3(i)(5)).

            


    

    


    
      	
              4.3

            	
              Allocation of
      Deferrals. A Compensation Deferral Agreement may allocate Deferrals
      to one or more Specified Date Accounts and/or to the
      Retirement/Termination Account. The Company may, in its discretion,
      establish a minimum deferral period for the establishment of a Specified
      Date Account (for example, the third Plan Year following the year
      Compensation is allocated to such
accounts.).

            


    

    


    
      	
              4.4

            	
              Deductions from
      Pay. The Company has the authority to determine the payroll
      practices under which any component of Compensation subject to a
      Compensation Deferral Agreement will be deducted from a Participant’s
      Compensation.

            


    

    


    
      	
              4.5

            	
              Vesting.
      Participant Deferrals shall be 100% vested at all
  times.

            


    

    


    
      	
              4.6  

            	
              Cancellation of
      Deferrals. The Company may cancel a Participant’s Deferrals: (i)
      for the balance of the Plan Year in which an Unforeseeable Emergency
      occurs, (ii) if the Participant receives a hardship distribution under the
      Employer’s qualified 401(k) plan, through the end of the Plan Year in
      which the six month anniversary of the hardship distribution falls, and
      (iii) during periods in which the Participant is unable to perform the
      duties of his or her position or any substantially similar position due to
      a mental or physical impairment that can be expected to result in death or
      last for a continuous period of at least six months, provided cancellation
      occurs by the later of the end of the taxable year of the Participant or
      the 15th
      day of the third month following the date the Participant incurs the
      disability (as defined in this clause 4.6
  (iii)).

            


    

    


    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    Article
V

    Company
Contributions

     

    
      	
              5.1  

            	
              Company Matching
      Contributions.  Beginning January 1, 2009, in each Plan
      Year, the Participating Employer shall make a Company Contribution to the
      Retirement/Termination Account of each Participant equal to 100% of the
      first six percent (6%) of Match-Eligible Compensation that such
      Participant elected to defer for that Plan
Year.

            


    

    


    
      	
              5.2  

            	
              Company Discretionary
      Contributions.   In addition to Matching
      Contributions, the Participating Employer may, from time to time in its
      sole and absolute discretion, credit Company Contributions to any
      Participant in any amount determined by the Participating Employer. Such
      contributions will be credited to a Participant’s Retirement/Termination
      Account.

            


    

    


    
      	
              5.3  

            	
              Vesting.  Company
      Contributions described in Section 5.1, above, and the Earnings thereon,
      shall be 100% vested.  Company Contributions described in
      Section 5.2, above, and the Earnings thereon, shall vest in accordance
      with the vesting schedule(s) established by the Company at the time that
      the Company Contribution is made.  The Participating Employer
      may, at any time, in its sole discretion, increase a Participant’s vested
      interest in a Company Contribution. The portion of a Participant’s
      Accounts that remains unvested upon his or her Separation from Service
      after the application of the terms of this Section 5.3 shall be
      forfeited

            


    

    


    


    Article
VI

    Benefits

     

    
      	
              6.1

            	
              Benefits,
      Generally. A Participant shall be entitled to the following
      benefits under the Plan:

            


    

    


    
      	
                              (a)  

            	
              Termination Benefit.
      Upon the Participant’s Separation from Service for reasons other than
      death or Disability, he or she shall be entitled to a Termination Benefit.
      The Termination Benefit shall be equal to the vested portion of the
      Retirement/Termination Account and the unpaid balances of any Specified
      Date Accounts.  The foregoing notwithstanding, in the event that
      one or more Specified Date Benefits have, at the time of Separation from
      Service, commenced to be paid in installments (i.e. where at least one
      installment payment has been made prior to Separation from Service and at
      least one installment payment remains to be paid) and the Payment Schedule
      for the Termination Benefit is other than a single lump sum, the Specified
      Date Accounts in “pay status” shall not be paid as part of the Termination
      Benefit but shall continue to be paid separately.  The
      Termination Benefit shall be based on the value of that Account(s) as of
      the end of the month in which Separation from Service occurs or such later
      date as the Company, in its sole discretion, shall determine. Payment of
      the Termination Benefit will be made or begin the first day of the seventh
      (7th)
      month following the end of the month in which Separation from Service
      occurs.

            


    

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	
                              (b)  

            	
              Specified Date Benefit.
      If the Participant has established one or more Specified Date Accounts, he
      or she shall be entitled to a Specified Date Benefit with respect to each
      such Specified Date Account. The Specified Date Benefit shall be equal to
      the vested portion of the Specified Date Account, based on the value of
      that Account as of the end of the month designated by the Participant at
      the time the Account was established. Payment of the Specified Date
      Benefit will be made or begin the first day of the month following the
      designated month.

            


    

    


    
      	
                             
    (c)  

            	
              Disability Benefit.
      Upon a determination by the Company that a Participant is Disabled, he or
      she shall be entitled to a Disability Benefit. The Disability Benefit
      shall be equal to the vested portion of the Retirement/Termination Account
      and the unpaid balances of any Specified Date Accounts. The Disability
      Benefit shall be based on the value of the Accounts as of the last day of
      the month in which Disability occurs and will be paid the first day of the
      following month.

            


    

    


    
      	
                             
      (d)  

            	
              Death Benefit. In the event of the
      Participant’s death, his or her designated Beneficiary(ies) shall be
      entitled to a Death Benefit. The Death Benefit shall be equal to the
      vested portion of the Retirement/Termination Account and the unpaid
      balances of any Specified Date Accounts. The Death Benefit shall be based
      on the value of the Accounts as of the end of the month in which death
      occurred, with payment made in the first day of the following
      month.

            


    

    


    
      	
                             
    (e)  

            	
              Change in Control
      Benefit.  If, and only if, a Participant has elected to
      receive a Change in Control Benefit pursuant to Section 4.1 (c), upon a
      Change in Control he or she shall be entitled to a Change in Control
      Benefit. The Change in Control Benefit shall be equal to the vested
      portion of the Retirement/Termination Account and the unpaid balances of
      any Specified Date Accounts.  The foregoing notwithstanding, in
      the event that one or more Specified Date Benefits have, at the time of
      the Change in Control, commenced to be paid in installments (i.e. where at
      least one installment payment has been made prior to the Change in Control
      and at least one installment payment remains to be paid) and the Payment
      Schedule applicable to the Change in Control Benefit is other than a
      single lump sum, the Specified Date Accounts in “pay status” shall not be
      paid as part of the Change in Control Benefit but shall continue to be
      paid separately.  The  Change in Control Benefit shall
      be based on the value of that Account(s) as of the end of the month in
      which a Change in Control occurs or such later date as the Company, in its
      sole discretion, shall determine and shall be paid within ninety (90) days
      following the date upon which the Change in Control
    occurred.

            


    

    


    
      	
                             
    (f)  

            	
              Unforeseeable Emergency
      Payments. A Participant who experiences an Unforeseeable Emergency
      may submit a written request to the Company to receive payment of all or
      any portion of his or her vested Accounts. Whether a Participant or
      Beneficiary is faced with an Unforeseeable Emergency permitting an
      emergency payment shall be determined by the Company based on the relevant
      facts and circumstances of each case, but, in any case, a distribution on
      account of Unforeseeable Emergency may not be made to the extent that such
      emergency is or may be reimbursed through insurance or otherwise, by
      liquidation of the Participant’s assets, to the extent the liquidation of
      such assets would not cause severe financial hardship, or by cessation of
      Deferrals under this Plan. If an emergency payment is approved by the
      Company, the amount of the payment shall not exceed the amount reasonably
      necessary to satisfy the need, taking into account the additional
      compensation that is available to the Participant as the result of
      cancellation of deferrals to the Plan, including amounts necessary to pay
      any taxes or penalties that the Participant reasonably anticipates will
      result from the payment. The amount of the emergency payment shall be
      subtracted first from the vested portion of the Participant's
      Retirement/Termination Account until depleted and then from the vested
      Specified Date Accounts, beginning with the Specified Date Account with
      the latest payment commencement date. Emergency payments shall be paid in
      a single lump sum within the 90-day period following the date the payment
      is approved by the Company.

            


    

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2

            	
              Form of
      Payment.

            


    

    


    
      	
                             
    (a)  

            	
              Termination Benefit. A
      Participant who is entitled to receive a Termination Benefit shall receive
      payment of such benefit in a single lump sum, unless the Participant
      elects on his or her initial Compensation Deferral Agreement or in
      accordance with procedures established by the Company pursuant to Section
      7.6 to have such benefit paid in one of the following alternative forms of
      payment (i) substantially equal annual or quarterly installments over a
      period of two (2) to twenty-five (25) years, as elected by the
      Participant, or (ii) a lump sum payment of a percentage of the balance in
      the Retirement/Termination Account, with the balance paid in substantially
      equal annual or quarterly installments over a period of two (2) to
      twenty-five (25) years, as elected by the Participant.  In the
      event that Specified Date Benefits continue to be paid separately as
      provided in Section 6.1 (a), such Specified Date Benefits shall continue
      to be paid in accordance with the Payment Schedule in effect upon the
      Specified Date Benefit payment date.  Notwithstanding the
      foregoing in this Section 6.2 (a), a Participant will receive his or her
      Termination Benefit in a single lump sum payment equal to the unpaid
      balance of all of his or her Accounts if Separation from Service occurs
      within 24 months following a Change in
Control.

            


    

    


    
      	
                             (b)  

            	
              Specified Date Benefit.
      The Specified Date Benefit shall be paid in a single lump sum, unless the
      Participant elects on the Compensation Deferral Agreement with which the
      account was established or in accordance with procedures established by
      the Company pursuant to Section 7.6 to have the Specified Date Account
      paid in substantially equal annual installments over a period of two (2)
      to five (5) years, as elected by the
  Participant.

            


    

    


    Notwithstanding
any election of a form of payment by the Participant, upon a Separation from
Service or, with respect to any Participant who has elected a Change in Control
Benefit pursuant to Section 4.1(c), upon a Change in Control, the unpaid balance
of a Specified Date Account with respect to which payments have not commenced
shall be paid in accordance with the form of payment applicable to the
Termination or Change in Control Benefit, as applicable. If such Benefit is
payable in a single lump sum, the unpaid balance of all Specified Date Accounts
(including those in pay status) will be paid in a lump sum.

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	
                              (c)  

            	
              Disability Benefit. A
      Participant who is entitled to receive a Disability Benefit shall receive
      payment of such benefit in a single lump
sum.

            


    

    


    
      	
                              (d)  

            	
              Death Benefit. A
      designated Beneficiary who is entitled to receive a Death Benefit shall
      receive payment of such benefit in a single lump
  sum.

            


    

    


    
      	
                             
      (e)  

            	
              Change in
      Control.  A Participant who is entitled to receive a
      Change in Control Benefit shall receive payment of such benefit in a
      single lump sum, unless the Participant elects on his or her initial
      Compensation Deferral Agreement or in accordance with procedures
      established by the Company pursuant to Section 7.6 to have such benefit
      paid in one of the following alternative forms of payment (i)
      substantially equal annual installments over a period of two (2) to
      fifteen (15) years, as elected by the Participant, or (ii) a lump sum
      payment of a percentage of the balance in the Retirement/Termination
      Account, with the balance paid in substantially equal annual installments
      over a period of two (2) to fifteen (15) years, as elected by the
      Participant. In the event that Specified Date Benefits continue to be paid
      separately as provided in Section 6.1 (e), such Specified Date Benefits
      shall continue to be paid in accordance with the Payment Schedule in
      effect upon the Specified Date Benefit payment
  date.

            


    

    


    
      	
                              (f)  

            	
              Small Account Balances.
      The Company shall pay the value of the Participant’s Accounts upon a
      Separation from Service in a single lump sum if the balance of such
      Accounts is not greater than the applicable dollar amount under Code
      Section 402(g)(1)(B), provided the payment represents the complete
      liquidation of the Participant’s interest in the
  Plan.

            


    

    


    
      	
                             
      (g)  

            	
              Rules Applicable to
      Installment Payments. If a Payment Schedule specifies installment
      payments, payments will be made beginning as of the payment commencement
      date for such installments and shall continue on each annual or quarterly
      anniversary thereof, as applicable, until the number of installment
      payments specified in the Payment Schedule has been paid. The amount of
      each installment payment shall be determined by dividing (a) by (b), where
      (a) equals the Account Balance as of the Valuation Date immediately
      preceding the installment payment, either quarterly or annual, and (b)
      equals the remaining number of installment payments, either quarterly or
      annual.

            


    

    


    For
purposes of Article VII, installment payments will be treated as a single form
of payment. If a lump sum equal to less than 100% of the Retirement/Termination
Account is paid, the payment commencement date for the installment form of
payment will be the first anniversary of the payment of the lump
sum.

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    
 

    
      	
              6.3  

            	
              Acceleration of or
      Delay in Payments.

            


    

    


    
      	
                             
      (a)  

            	
              The
      Company, 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 Treas. Reg. Section
      1.409A-3(j)(4). The Company 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 Treas. Reg. Section 1.409A-2(b)(7). If the
      Plan receives a domestic relations order (within the meaning of Code
      Section 414(p)(1)(B)) directing that all or a portion of a Participant’s
      Accounts be paid to an “alternate payee,” any amounts to be paid to the
      alternate payee(s) shall be paid in a single lump
  sum.

            


    

    


    
      	
                             
      (b)  

            	
              Payments Treated as
      Made on the Designated Payment Date.  Payments made on
      the payment date specified in the Plan, or on a later date within the same
      taxable year of the Participant or Beneficiary, or, if later, by the
      fifteenth (15th)
      day of the third calendar month following the payment date specified in
      the Plan shall be treated as having been made on the payment date;
      provided, however, that the Participant or Beneficiary is not permitted,
      directly or indirectly, to designate the taxable year of the
      payment.  In addition, payments made no earlier than 30 days
      before the designated payment date will likewise be treated as having been
      made on the payment date so long as the Participant or Beneficiary is not
      permitted, directly or indirectly, to designate the taxable year of the
      payment.  The foregoing shall be administered in compliance with
      the provisions of Regulation 1.409A-3(d), which Regulation may authorize
      other instances in which payments made after the payment date shall be
      treated as having been made on the payment
date.

            


    

    


    


    Article
VII

    Modifications
to Payment Schedules

     

    
      	
              7.1

            	
              Participant’s Right to
      Modify.  A Participant may modify any or all of the
      alternative Payment Schedules with respect to an Account, consistent with
      the permissible Payment Schedules available under the Plan, provided such
      modification complies with the requirements of this Article
      VII.

            


    

    


    
      	
              7.2

            	
              Time of
      Election. The date on which a modification election is submitted to
      the Company must be at least 12 months prior to the date on which payment
      is scheduled to commence under the Payment Schedule in effect prior to the
      modification.

            


    

     

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	
              7.3

            	
              Date of Payment under
      Modified Payment Schedule. Except with respect to modifications
      that relate to the payment of a Death Benefit or a Disability Benefit, the
      date payments are to commence under the modified Payment Schedule must be
      no earlier than five (5) years after the date payment would have commenced
      under the original Payment Schedule. Under no circumstances may a
      modification election result in an acceleration of payments in violation
      of Code Section 409A.

            


    

    


    
      	
              7.4

            	
              Effective Date.
      A modification election submitted in accordance with this Article VII is
      irrevocable upon receipt by the Company and becomes effective 12 months
      after such date.

            


    

    


    
      	
              7.5  

            	
              Effect on
      Accounts. An election to modify a Payment Schedule is specific to
      the Account or payment event to which it applies, and shall not be
      construed to affect the Payment Schedules of any other
      Accounts.

            


    

    


    
      	
              7.6  

            	
              Limited Transition
      Relief.  Notwithstanding anything to the contrary in the
      Plan, the Company may, to the extent permitted by Notice 2006-79 and as
      further provided in Notice 2007-78 and Notice 2007-86, provide a limited
      period during which Participants may: (i) modify Payment Schedules for a
      Termination Benefit, Specified Date Benefit, or Change in Control Benefit;
      (ii) reallocate Deferrals to or from Specified Date Accounts to other
      Specified Date Accounts or the Retirement/Termination Account; and/or
      (iii) create new Specified Date Accounts and reallocate Deferrals and/or
      current Account Balances to such new Specified Date Accounts, all in
      accordance with Code Section 409A, provisions of this Plan, and the
      aforesaid Notices from the IRS.  Such limited period shall end
      no later than December 31, 2008.  Any election(s) made by a
      Participant, and accepted by the Company in accordance with this Section
      7.6 shall not be subject to requirements imposed by Sections 7.2, 7.3 or
      7.4 hereof.  The foregoing notwithstanding, no election made by
      a Participant in accordance with this Section 7.6 may relate to an amount
      or Benefit that would otherwise be paid or to begin to be paid to a
      Participant during 2008 and, further, no election made by a Participant in
      accordance with this Section 7.6 may cause an amount or Benefit to be paid
      or begin to be paid to a Participant during
  2008.

            


    

    


    


    Article
VIII

    Valuation
of Account Balances; Investments

     

    
      	
              8.1

            	
              Valuation.
      Deferrals shall be credited to appropriate Accounts on the date such
      Compensation would have been paid to the Participant absent the
      Compensation Deferral Agreement. Company Contributions shall be credited
      to the Retirement/Termination Account at the times determined by the
      Company. Valuation of Accounts shall be performed under procedures
      approved by the Company.

            


    

    


    
      	
              8.2

            	
              Earnings
      Credit. Each Account will be credited with Earnings on each
      Business Day, based upon the Participant’s investment allocation among a
      menu of investment options selected in advance by the Company, in
      accordance with the provisions of this Article VIII (“investment
      allocation”).

            


    

     

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    
      	
              8.3

            	
              Investment
      Options. Investment options will be determined by the Company. The
      Company, in its sole discretion, shall be permitted to add or remove
      investment options from the Plan menu from time to time, provided that any
      such additions or removals of investment options shall not be effective
      with respect to any period prior to the effective date of such
      change.

            


    

    


    
      	
              8.4

            	
              Investment
      Allocations. A Participant’s investment allocation constitutes a
      deemed, not actual, investment among the investment options comprising the
      investment menu. At no time shall a Participant have any real or
      beneficial ownership in any investment option included in the investment
      menu, nor shall the Participating Employer or any trustee acting on its
      behalf have any obligation to purchase actual securities as a result of a
      Participant’s investment allocation. A Participant’s investment allocation
      shall be used solely for purposes of adjusting the value of a
      Participant’s Account Balances.

            


    

    


    A
Participant shall specify an investment allocation for each of his Accounts in
accordance with procedures established by the Company.  Allocation
among the investment options must be designated in increments of 1%. The
Participant’s investment allocation will become effective on the same Business
Day or, in the case of investment allocations received after a time specified by
the Company, the next Business Day.

    


    A
Participant may change an investment allocation on any Business Day, both with
respect to future credits to the Plan and with respect to existing Account
Balances, in accordance with procedures adopted by the Company. Changes shall
become effective on the same Business Day or, in the case of investment
allocations received after a time specified by the Company, the next Business
Day, and shall be applied prospectively.

    


    
      	
              8.5

            	
              Unallocated Deferrals
      and Accounts. If the Participant fails to make an investment
      allocation with respect to an Account, such Account shall be invested in
      an investment option, the primary objective of which is the preservation
      of capital, as determined by the
Company.

            


    

    


    


    Article
IX

    Administration

     

    
      	
              9.1

            	
              Plan
      Administration. This Plan shall be administered by the Company
      which shall act as the “plan administrator” and shall have discretionary
      authority to make, amend, interpret and enforce all appropriate rules and
      regulations for the administration of this Plan and to utilize its
      discretion to decide or resolve any and all questions, including but not
      limited to eligibility for benefits and interpretations of this Plan and
      its terms, as may arise in connection with the Plan. Claims for benefits
      shall be filed with the Company and resolved in accordance with the claims
      procedures in Article XII.

            


    

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    
      	
              9.2

            	
              Administration Upon
      Change in Control. Within 120 days following a Chance in Control,
      the individuals who comprised the Committee immediately prior to the
      Change in Control (whether or not such individuals are members of the
      Committee following the Change in Control) may, by written consent of the
      majority of such individuals, appoint an independent third party
      administrator (the “Administrator”) to perform any or all of the Company’s
      duties as plan administrator as described in Section 9.1 including,
      without limitation, the power to determine any questions arising in
      connection with the administration or interpretation of the Plan, and the
      power to make benefit entitlement determinations.  Upon and
      after the effective date of such appointment, (a) the Company must pay all
      reasonable administrative expenses and fees of the Administrator, and (b)
      the Administrator may only be terminated with the written consent of the
      majority of Participants with an Account Balance in the Plan as of the
      date of such proposed termination.

            


    

    


    
      	
              9.3

            	
              Withholding.
      The Participating Employer shall have the right to withhold from any
      payment due under the Plan (or with respect to any amounts credited to the
      Plan) any taxes required by law to be withheld in respect of such payment
      (or credit). Withholdings with respect to amounts credited to the Plan
      shall be deducted from Compensation that has not been deferred to the
      Plan.

            


    

    


    
      	
              9.4

            	
              Indemnification.
      The Participating Employers shall indemnify and hold harmless each
      employee, officer, director, agent or organization, to whom or to which
      are delegated duties, responsibilities, and authority under the Plan or
      otherwise with respect to administration of the Plan, including, without
      limitation, the Company and its agents, against all claims, liabilities,
      fines and penalties, and all expenses reasonably incurred by or imposed
      upon him or it (including but not limited to reasonable attorney fees)
      which arise as a result of his or its actions or failure to act in
      connection with the operation and administration of the Plan to the extent
      lawfully allowable and to the extent that such claim, liability, fine,
      penalty, or expense is not paid for by liability insurance purchased or
      paid for by the Participating Employer. Notwithstanding the foregoing, the
      Participating Employer shall not indemnify any person or organization if
      his or its actions or failure to act are due to gross negligence or
      willful misconduct or for any such amount incurred through any settlement
      or compromise of any action unless the Participating Employer consents in
      writing to such settlement or
compromise.

            


    

    


    
      	
              9.5

            	
              Delegation of
      Authority. In the administration of this Plan, the Company may,
      from time to time, employ agents and delegate to them such administrative
      duties as it sees fit, and may from time to time consult with legal
      counsel who shall be legal counsel to the
  Company.

            


    

    


    
      	
              9.6

            	
              Binding Decisions or
      Actions. The decision or action of the Company, or in the event of
      a Change in Control and actions pursuant to Section 9.2 the new plan
      administrator, in respect of any question arising out of or in connection
      with the administration, interpretation and application of the Plan and
      the rules and regulations thereunder shall be final and conclusive and
      binding upon all persons having any interest in the
  Plan.

            


    

    


    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    Article
X

    Amendment
and Termination

     

    
      	
              10.1

            	
              Amendment and
      Termination. The Committee may at any time and from time to time
      amend the Plan or may terminate the Plan as provided in this Article X.
      Each Participating Employer may also terminate its participation in the
      Plan.

            


    

    


    
      	
              10.2

            	
              Amendments. The
      Committee may amend the Plan at any time and for any reason, provided that
      any such amendment shall not reduce the vested Account Balances of any
      Participant accrued as of the date of any such amendment or restatement
      (as if the Participant had incurred a voluntary Separation from Service on
      such date) or reduce any rights of a Participant under the Plan or other
      Plan features with respect to Deferrals made prior to the date of any such
      amendment or restatement without the consent of the Participant. The
      Committee may delegate to the Company the authority to amend the Plan
      without the consent of the Committee for the purpose of: (i) conforming
      the Plan to the requirements of law; (ii) facilitating the administration
      of the Plan; (iii) clarifying provisions based on the Company’s
      interpretation of the document; and (iv) making such other amendments as
      the Committee may authorize.

            


    

    


    
      	
              10.3

            	
              Termination.
      The Committee may terminate the Plan and pay Participants and
      Beneficiaries their Account Balances in a single lump sum at any time, to
      the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).
      If a Participating Employer terminates its participation in the Plan, the
      benefits of affected Employees shall be paid at the time provided in
      Article VI.

            


    

    


    
      	
              10.4

            	
              Accounts Taxable Under
      Code Section 409A. The Plan is intended to constitute a plan of
      deferred compensation that meets the requirements for deferral of income
      taxation under Code Section 409A. The Company, pursuant to its authority
      to interpret the Plan, may sever from the Plan or any Compensation
      Deferral Agreement any provision or exercise of a right that otherwise
      would result in a violation of Code Section
  409A.

            


    

    


    


    Article
XI

    Informal
Funding

     

    
      	
              11.1

            	
              General Assets.
      Obligations established under the terms of the Plan may be satisfied from
      the general funds of the Participating Employers, or a trust described in
      this Article XI. No Participant, spouse or Beneficiary shall have any
      right, title or interest whatever in assets of the Participating
      Employers. Nothing contained in this Plan, and no action taken pursuant to
      its provisions, shall create or be construed to create a trust of any
      kind, or a fiduciary relationship, between the Participating Employers and
      any Employee, spouse, or Beneficiary. To the extent that any person
      acquires a right to receive payments hereunder, such rights are no greater
      than the right of an unsecured general creditor of the Participating
      Employer.

            


    

     

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      	
              11.2

            	
              Rabbi Trust. A
      Participating Employer may, in its sole discretion, establish a grantor
      trust, commonly known as a rabbi trust, as a vehicle for accumulating
      assets to pay benefits under the Plan. Payments under the Plan may be paid
      from the general assets of the Participating Employer or from the assets
      of any such rabbi trust. Payment from any such source shall reduce the
      obligation owed to the Participant or Beneficiary under the
      Plan.

            


    

    


    


    Article
XII

    Claims

     

    
      	
              12.1

            	
              Filing a Claim.
      Any controversy or claim arising out of or relating to the Plan shall be
      filed in writing with the Company which shall make all determinations
      concerning such claim. Any claim filed with the Company and any decision
      by the Company denying such claim shall be in writing and shall be
      delivered to the Participant or Beneficiary filing the claim (the
      “Claimant”).

            


    

    


    
      	
               
      

            	
              (a)

            	
              In General. Notice of a
      denial of benefits (other than Disability benefits) will be provided
      within 90 days of the Company’s receipt of the Claimant's claim for
      benefits. If the Company determines that it needs additional time to
      review the claim, the Company will provide the Claimant with a notice of
      the extension before the end of the initial 90-day period. The extension
      will not be more than 90 days from the end of the initial 90-day period
      and the notice of extension will explain the special circumstances that
      require the extension and the date by which the Company expects to make a
      decision.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Disability Benefits.
      Notice of denial of Disability benefits will be provided within forty-five
      (45) days of the Company’s receipt of the Claimant’s claim for Disability
      benefits. If the Company determines that it needs additional time to
      review the Disability claim, the Company will provide the Claimant with a
      notice of the extension before the end of the initial 45-day period. If
      the Company determines that a decision cannot be made within the first
      extension period due to matters beyond the control of the Company, the
      time period for making a determination may be further extended for an
      additional 30 days. If such an additional extension is necessary, the
      Company shall notify the Claimant prior to the expiration of the initial
      30-day extension. Any notice of extension shall indicate the circumstances
      necessitating the extension of time, the date by which the Company expects
      to furnish a notice of decision, the specific standards on which such
      entitlement to a benefit is based, the unresolved issues that prevent a
      decision on the claim and any additional information needed to resolve
      those issues. A Claimant will be provided a minimum of 45 days to submit
      any necessary additional information to the Company. In the event that a
      30-day extension is necessary due to a Claimant’s failure to submit
      information necessary to decide a claim, the period for furnishing a
      notice of decision shall be tolled from the date on which the notice of
      the extension is sent to the Claimant until the earlier of the date the
      Claimant responds to the request for additional information or the
      response deadline.

            


    

     

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              Contents of Notice. If
      a claim for benefits is completely or partially denied, notice of such
      denial shall be in writing and shall set forth the reasons for denial in
      plain language. The notice shall: (i) cite the pertinent provisions of the
      Plan document, and (ii) explain, where appropriate, how the Claimant can
      perfect the claim, including a description of any additional material or
      information necessary to complete the claim and why such material or
      information is necessary. The claim denial also shall include an
      explanation of the claims review procedures and the time limits applicable
      to such procedures, including a statement of the Claimant’s right to bring
      a civil action under Section 502(a) of ERISA following an adverse decision
      on review. In the case of a complete or partial denial of a Disability
      benefit claim, the notice shall provide a statement that the Company will
      provide to the Claimant, upon request and free of charge, a copy of any
      internal rule, guideline, protocol, or other similar criterion that was
      relied upon in making the decision.

            


    

    


    
      	
              12.2

            	
              Appeal of Denied
      Claims. A Claimant whose claim has been completely or partially
      denied shall be entitled to appeal the claim denial by filing a written
      appeal with a special committee appointed by the Company and designated to
      hear such appeals (the “Appeals Committee”). A Claimant who timely
      requests a review of the denied claim (or his or her authorized
      representative) may review, upon request and free of charge, copies of all
      documents, records and other information relevant to the denial and may
      submit written comments, documents, records and other information relevant
      to the claim to the Appeals Committee. All written comments, documents,
      records, and other information shall be considered “relevant” if the
      information: (i) was relied upon in making a benefits determination, (ii)
      was submitted, considered or generated in the course of making a benefits
      decision regardless of whether it was relied upon to make the decision, or
      (iii) demonstrates compliance with administrative processes and safeguards
      established for making benefit decisions. The Appeals Committee may, in
      its sole discretion and if it deems appropriate or necessary, decide to
      hold a hearing with respect to the claim
appeal.

            


    

    


    
      	
                          
         (a)  

            	
              In General. Appeal of a
      denied benefits claim (other than a Disability benefits claim) must be
      filed in writing with the Appeals Committee no later than 60 days after
      receipt of the written notification of such claim denial. The Appeals
      Committee shall make its decision regarding the merits of the denied claim
      within 60 days following receipt of the appeal (or within 120 days after
      such receipt, in a case where there are special circumstances requiring
      extension of time for reviewing the appealed claim). If an extension of
      time for reviewing the appeal is required because of special
      circumstances, written notice of the extension shall be furnished to the
      Claimant prior to the commencement of the extension. The notice will
      indicate the special circumstances requiring the extension of time and the
      date by which the Appeals Committee expects to render the determination on
      review. The review will take into account comments, documents, records and
      other information submitted by the Claimant relating to the claim without
      regard to whether such information was submitted or considered in the
      initial benefit determination.

            


    

     

     

    
 

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    
      	
                             
      (b)  

            	
              Disability Benefits.
      Appeal of a denied Disability benefits claim must be filed in writing with
      the Appeals Committee no later than 180 days after receipt of the written
      notification of such claim denial. The review shall be conducted by the
      Appeals Committee (exclusive of the person who made the initial adverse
      decision or such person’s subordinate). In reviewing the appeal, the
      Appeals Committee shall: (i) not afford deference to the initial denial of
      the claim, (ii) consult a medical professional who has appropriate
      training and experience in the field of medicine relating to the
      Claimant’s disability and who was neither consulted as part of the initial
      denial nor is the subordinate of such individual, and (iii) identify the
      medical or vocational experts whose advice was obtained with respect to
      the initial benefit denial, without regard to whether the advice was
      relied upon in making the decision. The Appeals Committee shall make its
      decision regarding the merits of the denied claim within 45 days following
      receipt of the appeal (or within 90 days after such receipt, in a case
      where there are special circumstances requiring extension of time for
      reviewing the appealed claim). If an extension of time for reviewing the
      appeal is required because of special circumstances, written notice of the
      extension shall be furnished to the Claimant prior to the commencement of
      the extension. The notice will indicate the special circumstances
      requiring the extension of time and the date by which the Appeals
      Committee expects to render the determination on review. Following its
      review of any additional information submitted by the Claimant, the
      Appeals Committee shall render a decision on its review of the denied
      claim.

            


    

    


    
      	
                             
      (c)  

            	
              Contents of Notice. If
      a benefits claim is completely or partially denied on review, notice of
      such denial shall be in writing and shall set forth the reasons for denial
      in plain language.

            


    

    


    The
decision on review shall set forth: (i) the specific reason or reasons for the
denial, (ii) specific references to the pertinent Plan provisions on which the
denial is based, (iii) a statement that the Claimant is entitled to receive,
upon request and free of charge, reasonable access to and copies of all
documents, records, or other information relevant (as defined above) to the
Claimant’s claim, and (iv) a statement describing any voluntary appeal
procedures offered by the plan and a statement of the Claimant’s right to bring
an action under Section 502(a) of ERISA.

     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    
      	
                             
      (d)  

            	
              For
      the denial of a Disability benefit, the notice will also include a
      statement that the Appeals Committee will provide, upon request and free
      of charge: (i) any internal rule, guideline, protocol or other similar
      criterion relied upon in making the decision, (ii) any medical opinion
      relied upon to make the decision, and (iii) the required statement under
      Section 2560.503-1(j)(5)(iii) of the Department of Labor
      regulations.

            


    

    


    
      	
              12.3

            	
              Claims Appeals Upon
      Change in Control. Upon a Change in Control, the Appeals Committee,
      as constituted immediately prior to such Change in Control, shall continue
      to act as the Appeals Committee. Upon such Change in Control, the Company
      may not remove any member of the Appeals Committee, but may replace
      resigning members if 2/3rds of the members of the Committee, as
      constituted immediately prior to such Change in Control, and a majority of
      Participants and Beneficiaries with Account Balances consent to the
      replacement.

            


    

    


    The
Appeals Committee shall have the exclusive authority at the appeals stage to
interpret the terms of the Plan and resolve appeals under the Claims
Procedure.

    


    
      	
              12.4

            	
              Legal Action. A
      Claimant may not bring any legal action, including commencement of any
      arbitration, relating to a claim for benefits under the Plan unless and
      until the Claimant has followed the claims procedures under the Plan and
      exhausted his or her administrative remedies under such claims
      procedures.

            


    

    


    If a
Participant or Beneficiary prevails in a legal proceeding brought under the Plan
to enforce the rights of such Participant or any other similarly situated
Participant or Beneficiary, in whole or in part, the Company shall reimburse
such Participant or Beneficiary for all reasonable legal costs, expenses,
attorneys’ fees and such other reasonable liabilities incurred as a result of
such proceedings. If the legal proceeding is brought in connection with a Change
in Control, or a “change in control” as defined in a rabbi trust described in
Section 11.2, the Participant or Beneficiary may file a claim directly with the
trustee for reimbursement of such costs, expenses and fees. For purposes of the
preceding sentence, the amount of the claim shall be treated as if it were an
addition to the Participant’s or Beneficiary’s Account Balance.

    


    
      	
              12.5

            	
              Discretion of Appeals
      Committee. All interpretations, determinations and decisions of the
      Appeals Committee with respect to any claim shall be made in its sole
      discretion, and shall be final and
conclusive.

            


    

    


    
      	
              12.6

            	
              Arbitration.

            


    

    


    
      	
                             
    (a)  

            	
              Prior to Change in
      Control. If, prior to a Change in Control, any claim or controversy
      between the Company and a Participant or Beneficiary is not resolved
      through the claims procedure set forth in Article XII, such claim shall be
      submitted to and resolved exclusively by expedited binding arbitration by
      a single arbitrator.  Arbitration shall be conducted in
      accordance with the following
procedures:

            


    

    


    The
complaining party shall promptly send written notice to the other party
identifying the matter in dispute and the proposed remedy. Following the giving
of such notice, the parties shall meet and attempt in good faith to resolve the
matter. In the event the parties are unable to resolve the matter within 21
days, the parties shall meet and attempt in good faith to select a single
arbitrator acceptable to both parties. If a single arbitrator is not selected by
mutual consent within ten Business Days following the giving of the written
notice of dispute, an arbitrator shall be selected from a list of nine persons
each of whom shall be an attorney who is either engaged in the active practice
of law or recognized arbitrator and who, in either event, is experienced in
serving as an arbitrator in disputes between employers and employees, which list
shall be provided by the main office of either JAMS, the American Arbitration
Association (“AAA”) or the Federal Mediation and Conciliation Service. If,
within three Business Days of the parties’ receipt of such list, the parties are
unable to agree on an arbitrator from the list, then the parties shall each
strike names alternatively from the list, with the first to strike being
determined by the flip of a coin. After each party has had four strikes, the
remaining name on the list shall be the arbitrator. If such person is unable to
serve for any reason, the parties shall repeat this process until an arbitrator
is selected.

    


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    Unless
the parties agree otherwise, within 60 days of the selection of the arbitrator,
a hearing shall be conducted before such arbitrator at a time and a place agreed
upon by the parties. In the event the parties are unable to agree upon the time
or place of the arbitration, the time and place shall be designated by the
arbitrator after consultation with the parties. Within 30 days of the conclusion
of the arbitration hearing, the arbitrator shall issue an award, accompanied by
a written decision explaining the basis for the arbitrator’s award.

    


    In any
arbitration hereunder, the Company shall pay all administrative fees of the
arbitration and all fees of the arbitrator. Each party shall pay its own
attorneys’ fees, costs, and expenses, unless the arbitrator orders otherwise.
The prevailing party in such arbitration, as determined by the arbitrator, and
in any enforcement or other court proceedings, shall be entitled, to the extent
permitted by law, to reimbursement from the other party for all of the
prevailing party’s costs (including but not limited to the arbitrator’s
compensation), expenses, and attorneys’ fees. The arbitrator shall have no
authority to add to or to modify this Plan, shall apply all applicable law, and
shall have no lesser and no greater remedial authority than would a court of law
resolving the same claim or controversy. The arbitrator shall, upon an
appropriate motion, dismiss any claim without an evidentiary hearing if the
party bringing the motion establishes that it would be entitled to summary
judgment if the matter had been pursued in court litigation.

     

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    The
parties shall be entitled to discovery as follows: Each party may take no more
than three depositions. The Company may depose the Participant or Beneficiary
plus two other witnesses, and the Participant or Beneficiary may depose the
Company, pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure, plus
two other witnesses. Each party may make such reasonable document discovery
requests as are allowed in the discretion of the arbitrator.

    


    The
decision of the arbitrator shall be final, binding, and non-appealable, and may
be enforced as a final judgment in any court of competent
jurisdiction.

    


    This
arbitration provision of the Plan shall extend to claims against any parent,
subsidiary, or affiliate of each party, and, when acting within such capacity,
any officer, director, shareholder, Participant, Beneficiary, or agent of any
party, or of any of the above, and shall apply as well to claims arising out of
state and federal statutes and local ordinances as well as to claims arising
under the common law or under this Plan.

    


    Notwithstanding
the foregoing, and unless otherwise agreed between the parties, either party may
apply to a court for provisional relief, including a temporary restraining order
or preliminary injunction, on the ground that the arbitration award to which the
applicant may be entitled may be rendered ineffectual without provisional
relief.

    


    Any
arbitration hereunder shall be conducted in accordance with the Federal
Arbitration Act: provided, however, that, in the event of any inconsistency
between the rules and procedures of the Act and the terms of this Plan, the
terms of this Plan shall prevail.

    


    If any of
the provisions of this Section 12.6(a) are determined to be unlawful or
otherwise unenforceable, in the whole part, such determination shall not affect
the validity of the remainder of this section and this section shall be reformed
to the extent necessary to carry out its provisions to the greatest extent
possible and to insure that the resolution of all conflicts between the parties,
including those arising out of statutory claims, shall be resolved by neutral,
binding arbitration. If a court should find that the provisions of this Section
12.6(a) are not absolutely binding, then the parties intend any arbitration
decision and award to be fully admissible in evidence in any subsequent action,
given great weight by any finder of fact and treated as determinative to the
maximum extent permitted by law.

    


    The
parties do not agree to arbitrate any putative class action or any other
representative action. The parties agree to arbitrate only the claims(s) of a
single Participant or Beneficiary.

     

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    
      	
                              (b)  

            	
              Upon Change in Control.
      If, upon the occurrence of a Change in Control, any dispute, controversy
      or claim arises between a Participant or Beneficiary and the Company out
      of or relating to or concerning the provisions of the Plan, such dispute,
      controversy or claim shall be finally settled by a court of competent
      jurisdiction which, notwithstanding any other provision of the Plan, shall
      apply a de novo standard of review to any determination made by the
      Company, a Participating Employer, the Committee, or the Appeals
      Committee.

            


    

    


    


    Article
XIII

    General
Provisions

     

    
      	
              13.1

            	
              Assignment. No
      interest of any Participant, spouse or Beneficiary under this Plan and no
      benefit payable hereunder shall be assigned as security for a loan, and
      any such purported assignment shall be null, void and of no effect, nor
      shall any such interest or any such benefit be subject in any manner,
      either voluntarily or involuntarily, to anticipation, sale, transfer,
      assignment or encumbrance by or through any Participant, spouse or
      Beneficiary. Notwithstanding anything to the contrary herein, however, the
      Company has the discretion to make payments to an alternate payee in
      accordance with the terms of a domestic relations order (as defined in
      Code Section 414(p)(1)(B)).

            


    

    


    
      	
               
      

            	
              The
      Company may assign any or all of its liabilities under this Plan in
      connection with any restructuring, recapitalization, sale of assets or
      other similar transactions affecting a Participating Employer without the
      consent of the Participant.

            


    

    


    
      	
              13.2

            	
              No Legal or Equitable
      Rights or Interest. No Participant or other person shall have any
      legal or equitable rights or interest in this Plan that are not expressly
      granted in this Plan. Participation in this Plan does not give any person
      any right to be retained in the service of the Company. The right and
      power of the Company to dismiss or discharge an Employee is expressly
      reserved. The Company makes no representations or warranties as to the tax
      consequences to a Participant or a Participant’s beneficiaries resulting
      from a deferral of income pursuant to the
Plan.

            


    

    


    
      	
              13.3

            	
              No Employment
      Contract. Nothing contained herein shall be construed to constitute
      a contract of employment between an Employee and the
    Company.

            


    

    


    
      	
              13.4  

            	
              Notice. Any
      notice or filing required or permitted to be delivered to the Company
      under this Plan shall be delivered in writing, in person, or through such
      electronic means as is established by the Company. Notice shall be deemed
      given as of the date of delivery or, if delivery is made by mail, as of
      the date shown on the postmark on the receipt for registration or
      certification. Written transmission shall be sent by certified mail
      to:

            


    

    


    


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    
THERMO
FISHER SCIENTIFIC INC.

    ATTN:
DIRECTOR OF BENEFITS

    81
WYMAN STREET

    WALTHAM,
MA  02454

    


    


    Any
notice or filing required or permitted to be given to a Participant under this
Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the
last known address of  the Participant.

    


    
      	
              13.5

            	
              Headings. The
      headings of Sections are included solely for convenience of reference, and
      if there is any conflict between such headings and the text of this Plan,
      the text shall control.

            


    

    


    
      	
              13.6

            	
              Invalid or
      Unenforceable Provisions. If any provision of this Plan shall be
      held invalid or unenforceable, such invalidity or unenforceability shall
      not affect any other provisions hereof and the Company may elect in its
      sole discretion to construe such invalid or unenforceable provisions in a
      manner that conforms to applicable law or as if such provisions, to the
      extent invalid or unenforceable, had not been
  included.

            


    

    


    
      	
              13.7

            	
              Lost Participants or
      Beneficiaries. Any Participant or Beneficiary who is entitled to a
      benefit from the Plan has the duty to keep the Company advised of his or
      her current mailing address. If benefit payments are returned to the Plan
      or are not presented for payment after a reasonable amount of time, the
      Company shall presume that the payee is missing. The Company, after making
      such efforts as in its discretion it deems reasonable and appropriate to
      locate the payee, shall stop payment on any uncashed checks and may
      discontinue making future payments until contact with the payee is
      restored.

            


    

    


    
      	
              13.8

            	
              Facility of Payment to
      a Minor.  If a distribution is to be made to a minor, or
      to a person who is otherwise incompetent, then the Company may, in its
      discretion, make such distribution: (i) to the legal guardian, or if none,
      to a parent of a minor payee with whom the payee maintains his or her
      residence, or (ii) to the conservator or, if none, to the person having
      custody of an incompetent payee. Any such distribution shall fully
      discharge the Company and the Plan from further liability on account
      thereof.

            


    

    


    
      	
              13.9

            	
              Governing Law.
      To the extent not preempted by ERISA, the laws of the Commonwealth of
      Massachusetts shall govern the construction and administration of the
      Plan.

            


    

    


    


    


    SIGNATURES
ON NEXT PAGE

    


    


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the undersigned executed this Plan as of the 27th day of
January, 2009, to be effective as of the Effective Date.

     

    THERMO
FISHER SCIENTIFIC INC.

    


    By:  Seth
H. Hoogasian

    Its:
 Senior Vice President, General Counsel and Secretary

    


    


    /s/ Seth H.
Hoogasian                                            (Signature)


    
      
         


      

      
        -28-