Unassociated Document


    Exhibit
      10(f)

     

    EMERSON
      ELECTRIC CO.

    PENSION
      RESTORATION PLAN

    As
      Amended and Restated Effective January 1, 2005

    (2005
      Document)

     

    WHEREAS,
      Emerson Electric Co. (“Company”) previously adopted the
      Supplemental Executive Retirement Plan (“Plan”) to provide for the payment of a
      competitive retirement income and thereby attract and retain selected
      executives; and

    WHEREAS,
      the Company desires to amend and restate the Plan effective as
      of January 1, 2005, to the extent necessary to incorporate the requirements
      of
      Section 409A of the Internal Revenue Code of 1986, as amended, and to change
      the
      name of the Plan to the Emerson Electric Co. Pension Restoration Plan;
      and

    WHEREAS,
      the Company intends that deferrals and credits earned and vested
      as of December 31, 2004 shall be “grandfathered” and governed by the Pre-2005
      Plan document as in effect as of December 31, 2004; 

    NOW,
      THEREFORE, with respect to amounts earned or vested under the Plan
      on or after January 1, 2005, the Plan is amended and restated, effective January
      1, 2005, to read as follows:

    SECTION
      I

    DEFINITIONS

    A.        “Beneficiary”
means
      the Beneficiary designated by
      the Participant to receive a death benefit under the Plan.

    B.        “Change
      of Control” means a change in the
      ownership or effective control of a corporation or a change in the ownership
      of
      a substantial portion of the assets of a 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    corporation
      under Code Section 409A to the fullest extent allowed by such
      Section and the regulations promulgated thereunder.

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

    D.        “Committee”
means
      the Compensation Committee of
      the Board of Directors of the Company.

    E.        “Company”
means
      Emerson Electric Co., a Missouri
      corporation.

    F.        “Employee”
means
      an Employee of an
      Employer.

    G.        “Employer”
means
      the Company and any of its
      subsidiaries or affiliates which has, with the consent of the Board of Directors
      of the Company, adopted the Plan.

    H.        “Employment”
means
      employment with an
      Employer.

    I.         “Normal
      Retirement Benefit” means the normal
      retirement benefit to which a Participant is entitled under Section 5-1 of
      the
      Retirement Plan, computed without regard to the limitations of Section 18.6
      of
      the Retirement Plan and without regard to the limitation on the amount of
      compensation which may be taken into account under Section 401(a)(17) of the
      Code and by adding to compensation for each calendar year the amount which
      the
      Participant elected to defer under the Emerson Electric Co. Savings Investment
      Restoration Plan for such year.

    J.         “Normal
      Retirement Benefit Under the Retirement Plan” means the Normal Retirement Benefit to which a Participant
      is entitled
      under Section 5-1 of the Retirement Plan as limited by Section 18.6 of the
      Retirement Plan and by the amount of compensation which may be taken into
      account under Section 401(a)(17) of the Code.

    K.        “Participant”
means
      an Employee eligible to
      participate in the Plan pursuant to Section II.

     

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    L.        “Plan”
means
      this Emerson Electric Co. Pension
      Restoration Plan.

    M.        “Retirement
      Plan” means the Emerson Electric Co.
      Retirement Plan.

    N.        “Specified
      Employee” means a key employee (as
      defined in Code Section 416(i) without regard to Code Section 416(i)(5))
      determined in accordance with the meaning of such term under Code Section 409A
      and the regulations promulgated thereunder. 

    O.        “Surviving
      Spouse” means the surviving spouse of a
      deceased Participant to whom such Participant had been married for at least
      one
      full year as of the date of the Participant’s death.

    P.        “Survivor
      Benefit” means a monthly benefit for the
      life of the Surviving Spouse equal to 50% of the monthly benefit to which the
      Participant would be entitled computed as if the Participant commenced receiving
      benefits on the date of his death in the form of a straight life annuity of
      equivalent actuarial value to the benefit accrued under Section III-A using
      the
      same actuarial assumptions as are used in computing equivalent actuarial values
      under the Retirement Plan.

    SECTION
      II

    ELIGIBILITY

    Participation
      in the Plan shall be limited to those Employees whom the
      Committee selects by written notice to the Participant.

    SECTION
      III

    BENEFITS

    A
      Participant who terminates Employment with a vested benefit under the
      Retirement Plan shall receive a monthly benefit under the Plan which, when
      expressed as a straight life annuity with sixty (60) monthly payments
      guaranteed, is equal to the sum of his 

     

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    Normal
      Retirement Benefit reduced by the sum of his Normal Retirement
      Benefit Under the Retirement Plan and his benefit under the Emerson Electric
      Co.
      Pension Restoration Plan (Pre-2005 Document), expressed as a straight life
      annuity with sixty (60) monthly payments guaranteed. 

    SECTION
      IV

    TIME
      AND FORM OF PAYMENTS

    A.        Except
      as otherwise
      provided herein, the benefit payable under Section III shall commence on the
      first day of the month coincident with or next following the later of (a) the
      date the Participant attains age 65 or (b) the date the Participant terminates
      Employment. The benefit shall be payable for the life of the Participant with
      sixty (60) monthly payments guaranteed. If the Participant dies prior to
      receiving sixty (60) monthly payments, the unpaid installments shall be paid
      to
      his Beneficiary.

    B.        Notwithstanding
      Section
      IV-A, if the benefit becomes payable due to the Participant’s termination of
      Employment and such Participant is a Specified Employee, payment of such benefit
      shall be made or commence on the first day of the seventh month immediately
      following the Participant’s termination of Employment if such date is later than
      the date such deferred amounts would otherwise be paid or commence to be paid.
      

    C.        Notwithstanding
      Section
      IV-A, a Participant may make a written election before any annuity payment
      has
      been made to change the form of payment from the designated life annuity to
      a
      type of annuity set forth in Appendix A attached hereto, provided that the
      annuities are actuarially equivalent applying reasonable actuarial methods
      and
      assumptions and retain the same scheduled date for the first annuity payment.
      For purposes of this Section IV-C, a joint and survivor annuity will not fail
      to
      be treated as actuarially equivalent to a single life 

     

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    annuity
      due solely to the value of a subsidized survivor annuity benefit,
      provided that the annual lifetime annuity benefit available to the participant
      under the joint and survivor annuity is not greater than the annual lifetime
      annuity benefit available to the service provider under the single life annuity,
      and provided that the annual survivor annuity benefit is not greater than the
      annual lifetime benefit available to the participant under the joint and
      survivor annuity.

    SECTION
      V

    PRE-RETIREMENT
      DEATH BENEFIT

    If
      a Participant dies in Employment leaving a Surviving Spouse, such
      Spouse shall receive the Survivor Benefit. Payment of the Survivor Benefit
      shall
      commence on the earliest date that the pre-retirement death benefit under the
      Retirement Plan could commence. 

    SECTION
      VI

    CHANGE
      OF CONTROL

    Notwithstanding
      anything else contained in the Plan, in the event of a
      Change of Control, all accrual of benefits under this Plan shall cease and
      each
      Participant shall become fully vested in his accrued benefits as of the date
      of
      the Change of Control, even if he is not fully vested under the Retirement
      Plan.
      Whether a Change of Control has occurred shall be governed by Code Section
      409A
      and the regulations and any guidance promulgated thereunder. Each Participant
      shall receive a lump sum payment of the actuarial equivalent of his accrued
      benefits (using an interest rate of 6.5% and the UP84 mortality table) on the
      date of the Change of Control. 

    SECTION
      VII

    FORFEITURE
      OF BENEFITS

     

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    If
      any Participant entitled to a benefit under the Plan is discharged for
      cause, or enters into competition with the Company, or interferes with the
      relations between the Company and any customer, or engages in any activity
      that
      would result in any decrease of, or loss in, sales by the Company, the rights
      of
      such Participant to a benefit under the Plan, including the rights of a
      Surviving Spouse to a benefit, will be forfeited, unless the Committee
      determines that such activity is not detrimental to the best interests of the
      Company. However, if the individual ceases such activity and notifies the
      Committee of this action, then the Participant’s right to receive a benefit, and
      any right of a Surviving Spouse to a benefit, may be restored within 60 days
      of
      said notification, unless the Committee in its sole discretion determines that
      the prior activity has caused serious injury to the Company, which determination
      shall be final and conclusive.

    SECTION
      VIII

    ADMINISTRATION
      AND CLAIMS PROCEDURE

    A.        The
      Committee shall
      construe, interpret and administer all provisions of the Plan and a decision
      of
      a majority of the members of the Committee shall govern.

    B.        A
      decision of the
      Committee may be made by a written document signed by a majority of the members
      of the Committee or by a meeting of the Committee. The Committee may authorize
      any of its members to sign documents or papers on its behalf.

    C.        The
      Committee may
      appoint such agents, who need not be members of the Committee, as it may deem
      necessary for the effective exercise of its duties, and may, to the extent
      not
      inconsistent herewith, delegate to such agents any powers and duties, both
      ministerial and discretionary, as the Committee may deem expedient and
      appropriate.

    D.        No
      member of the
      Committee shall make any decision or take any action covering exclusively his
      own benefits under the Plan, but all such matters shall be decided by a


     

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    majority
      of the remaining members of the Committee or, in the event of
      inability to obtain a majority, by the Board of Directors of the
      Company.

    E.        A
      Participant who
      believes that he is being denied a benefit to which he is entitled (hereinafter
      referred to as “Claimant”) may file a written request for such benefit with the
      Committee setting forth his claim. The request must be addressed to:
      Compensation Committee, Emerson Electric Co., 8000 West Florissant, St. Louis,
      Missouri 63136.

    F.        Upon
      receipt of a claim
      the Committee shall advise the Claimant that a reply will be forthcoming within
      90 days and shall in fact deliver such reply in writing within such period.
      The
      Committee may, however, extend the reply period for an additional 90 days for
      reasonable cause. If the claim is denied in whole or in part, the Committee
      will
      adopt a written opinion using language calculated to be understood by the
      Claimant setting forth:

    1.        the
      specific reason or reasons for denial,

    2.        the
      specific references to pertinent Plan provisions on which the denial is
      based,

    3.        a
      description of any additional material or information necessary for the Claimant
      to perfect the claim and an explanation why such material or such information
      is
      necessary,

    4.        appropriate
      information as to the steps to be taken if the Claimant
      wishes to submit the claim for review, and

    5.        the
      time limits for requesting a review under Subsection G and for the review under
      Subsection H.

    G.        Within
      sixty days after
      the receipt by the Claimant of the written opinion described above, the Claimant
      may request in writing that the Chief Executive Officer of the 

     

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    Company
      review the determination of the Committee. Such request must be
      addressed to: Chief Executive Officer, Emerson Electric Co., 8000 West
      Florissant, St. Louis, Missouri 63136. The Claimant or his duly authorized
      representative may, but need not, review the pertinent documents and submit
      issues and comments in writing for consideration by the Chief Executive Officer.
      If the Claimant does not request a review of the Committee’s determination by
      the Chief Executive Officer within such sixty-day period, he shall be barred
      and
      estopped from challenging the Committee’s determination. 

    H.        Within
      sixty days after
      the Chief Executive Officer’s receipt of a request for review, he will review
      the Committee’s determination. After considering all materials presented by the
      Claimant, the Chief Executive Officer will render a written opinion, written
      in
      a manner calculated to be understood by the Claimant, setting forth the specific
      reasons for the decision and containing specific references to the pertinent
      Plan provisions on which the decision is based. If special circumstances require
      that the sixty-day time period be extended, the Chief Executive Officer will
      so
      notify the Claimant and will render the decision as soon as possible but not
      later than 120 days after receipt of the request for review.

    SECTION
      IX

    MISCELLANEOUS

    A.        Plan
      Year. The Plan Year shall be the calendar
      year.

    B.        Spendthrift.
      No Participant or beneficiary shall
      have the right to assign, transfer, encumber or otherwise subject to lien any
      of
      the benefits payable or to be payable under this Plan and any attempt to do
      so
      shall be null and void.

    C.        Incapacity.
      If, in the opinion of the Committee,
      a person to whom a benefit is payable is unable to care for his affairs because
      of illness, accident or any other reason, 

     

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    any
      payment due the person, unless prior claim therefor shall have been
      made by a duly qualified guardian or other duly appointed and qualified
      representative of such person, may be paid to some member of the person’s
      family, or to some party who, in the opinion of the Committee, has incurred
      expense for such person. Any such payment shall be a payment for the account
      of
      such person and shall be a complete discharge of any liability.

    D.        Employee
      Rights. The Employer, in adopting this
      Plan, shall not be held to create or vest in any Employee or any other person
      any benefits other than the benefits specifically provided herein, or to confer
      upon any Employee the right to remain in the service of the
      Employer.

    E.        Service
      of Process and Plan Administrator.

    1.        The
      Vice President-Law of the Company shall be the agent for service of legal
      process.

    2.        The
      Company shall constitute the Plan Administrator.

    F.        Unfunded
      Plan. The Plan shall be unfunded. All
      payments to a Participant under the Plan shall be made from the general assets
      of the Employer. The rights of any Participant to payment shall be those of
      an
      unsecured general creditor of the Company.

    G.        Company
      Rights. The Company reserves the right to
      amend or terminate the Plan. Each Employer may terminate its participation
      in
      the Plan at any time. In the event the Plan is terminated, benefits shall become
      payable only to the extent permissible under the regulations promulgated by
      the
      Secretary of Treasury pursuant to Code Section 409A and in the manner set forth
      therein.

    H.        No
      Guarantee of Tax Consequences. While the
      Company has established and maintains the Plan, the Company makes no
      representation, warranty, commitment or 

     

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    guarantee
      concerning the income or other tax consequences of
      participation in the Plan under federal, state or local law.

    I.         Governing
      Law. The Plan shall be governed and
      construed according to the laws of the State of Missouri.

    J.         Payment
      Date. In all cases in which amounts are
      payable upon a fixed date, payment is deemed to be made upon the fixed date
      if
      the payment is made on such date or a later date within the same calendar year
      or, if later, by the 15th day of the third calendar month following
      the specified date (provided the Participant is not permitted, directly or
      indirectly, to designate the taxable year of payment). In addition, a payment
      is
      treated as made upon the date specified under the Plan if the payment is made
      no
      earlier than 30 days before the designated payment date and the Participant
      is
      not permitted, directly or indirectly, to designate the taxable year of payment.
      

     

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    APPENDIX
      A

     

    OPTIONAL
      FORMS OF LIFE ANNUITY

     

    Life
      Annuity and 120 Months Certain

    Joint
      and 50% Survivor Annuity

    Joint
      and 66 2/3% Survivor Annuity 

    Joint
      and 75% Survivor Annuity

    Joint
      and 100% Survivor Annuity

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    
      	
              


            	
               

              Cynthia
                G. Heath

              Vice
                President

              Executive
                Compensation 

               

              Emerson
                Electric
                Co.

              8000
                W. Florissant Ave.

              St.
                Louis, MO 63105

               

              T
                (314) 553 2157

              F
                (314) 553 3590

              E
cynthia.heath@emrsn.com

               

            


    

     

    Date

     

     

    _____________________

    _____________________

    _____________________

     

    Dear
      ___________:

     

    The
      Compensation Committee has approved your
      participation in the Emerson Pension Restoration Plan (Restoration Plan). As
      you
      know, this non-qualified plan supplements the Emerson qualified Pension Plan
      and
      replaces those benefits you would have received from the qualified plan were
      it
      not for the restrictions imposed by law. In addition, the Restoration Plan
      provides that no benefit will be paid prior to the participant’s age 65 normal
      retirement date and that benefits will be forfeited if the participant engages
      in activities detrimental to Emerson.

     

    Attached
      is a copy of the plan document along
      with the projected Restoration Plan benefit prepared by Towers Perrin. These
      projections were calculated based on a future salary increase assumption of
      ____%, a cost of living increase assumption of ___% and a future Social Security
      wage based assumption of ___%.

     

    Please
      review the plan document and sign and
      return the Acceptance of Award form and return to me by
      ___________________________.

     

    Please
      do not hesitate to call if you have any
      questions.

     

    
      	
               

            	
              Sincerely,

            


    

     

     

    
      	
               

            	
              Cynthia
                G.
                Heath

            


    

     

    Enclosures

     

    CGH/ph

     

    
      	
              cc:

            	
              Kevin
                Espey

            


    

    
      	
               

            	
              Swati
                Anant

            


    

     

     

     

    pension
      restoration plan letter a

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    Emerson
      Electric Co.

    Pension
      Restoration Plan

     

    Acceptance
      of Award

     

     

    On
      __________, 20__, the Compensation
      Committee of the Board of Directors of Emerson Electric Co. awarded
      ________________participation in the Emerson Pension Restoration Plan
      (“Plan”).

     

    Acknowledgment

     

    The
      undersigned, _________________, recipient
      of the Award, hereby accepts said Award on the terms, conditions and provisions
      contained in the Plan. The undersigned acknowledges receipt of a copy of the
      Plan and understands that his/her rights in respect of his/her participation
      may
      be forfeited as provided in the Plan.

     

    
      	
               

            	
              Dated
                ______________________,
                20__

            


    

     

     

     

                    

    
      	
              Name

               

               

            
	
               

            
	
              Signature

            


    

     

     

     

    Acceptance
      Form a

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    [For
      Participants only in the Pension
      Restoration Plan and not in the grandfathered Supplemental Executive Retirement
      Plan]

     

    EMERSON
      ELECTRIC CO. – CORPORATE
      DIVISION

    PENSION
      RESTORATION PLAN

    BENEFIT
      ELECTION FORM

     

    
      	
              Participant:
                __________________________________

            	
              Soc.
                Sec. No.:
                ____________________________

            


    

     

    
      	
              I.


            	
              FORM
                OF
                BENEFIT

            


    

     

    I
      hereby elect that my benefits under the
      Emerson Electric Co. Pension Restoration Plan, which accrued or became vested
      on
      or after January 1, 2005, shall be distributed as follows (select one):

    
      	
              o

            	
              Life
                Annuity and 60 Months
                Certain.
                Estimated
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime. If you die before receiving 60 monthly payments,
                the
                balance of the 60 monthly payments will be made to your
                beneficiary.

            


    

    
      	
              o

            	
              Life
                Annuity and 120 Months
                Certain. Estimated
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime. If you die before receiving 120 monthly payments,
                the
                balance of the 120 monthly payments will be made to your
                beneficiary.

            


    

     

    If
      you select a joint and survivor annuity,
      benefits will be paid during your lifetime, and thereafter during the lifetime
      of your surviving contingent annuitant. You may elect to provide a survivor
      benefit for your contingent annuitant equal to 50%, 66-2/3%, 75% or 100% of
      your
      monthly lifetime benefit. The exact amount of your lifetime benefit and the
      survivor benefit payable to your contingent annuitant will depend on your age
      and on the age of the contingent annuitant. If your contingent annuitant dies
      during your lifetime, but after payments have commenced, there will be no
      survivor’s benefit, and the amount of your benefit will not be increased. For
      purposes of the estimates below, we have calculated your annual benefit using
      the age of the contingent annuitant you elected under the Emerson Electric
      Co.
      Retirement Plan. Therefore, these estimates will differ if you select a
      different contingent annuitant. 

    
      	
              o

            	
              50%
                Joint and Survivor
                Annuity.
                Estimated
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime.

            


    

    
      	
              o

            	
              66-2/3%
                Joint and Survivor
                Annuity.
                Estimated
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime.

            


    

    
      	
              o

            	
              75%
                Joint and Survivor
                Annuity.
                Estimated
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime.

            


    

    
      	
              o

            	
              100%
                Joint and Survivor
                Annuity.
                Estimated
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime.

            


    

     

    If
      you fail to make a timely election as to
      how you wish to receive your Non-Qualified benefits, your accrued benefits
      will
      be paid as a life annuity with 60 months certain.

     

    
      	
              II.

            	
              BENEFICIARY/CONTINGENT
                ANNUITANT

            


    

     

    I
      hereby elect that after my death, payment of
      any remaining guaranteed installments (if a life annuity is elected) or the
      survivor annuity (if a joint and survivor annuity is elected) shall be made
      to
      the following individual:

     

    
      	
              Name:
                _______________________________________

            	
              Relationship:
                _____________________________

            


    

     

    The
      undersigned acknowledges that an election
      as to the Form of Benefit Payment and any contingent annuitant becomes
      irrevocable once benefits commence. 

     

    
      	
              Signature:
____________________________________

            	
              Date:
                ____________________________________

            


    

     

     

     

    (POST-2004
      PARTICIPANTS)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    [For
      Participants in both the Pension
      Restoration Plan and the grandfathered Supplemental Executive Retirement
      Plan]

     

    EMERSON
      ELECTRIC CO. – CORPORATE
      DIVISION

    NON-QUALIFIED
      BENEFIT ELECTION
      FORM

     

    
      	
              Participant:
                ________________________________________

            	
              Soc.
                Sec. No.:
                ____________________________

            


    

     

    
      	
              I.

            	
              PRE-2005
                NON-QUALIFIED
                BENEFITS

            


    

    Your
      Non-Qualified benefits, which were
      accrued and vested as of December 31, 2004 under the Supplemental Executive
      Retirement Plan, shall be paid under the same Form of Benefit Payment which
      you
      elect under the Emerson Electric Co. Retirement Plan (“Qualified Plan”). The
      amount of such Non-Qualified benefit under each optional form of Benefit Payment
      is shown as follows:

    Life
      Annuity and 60 Months
      Certain. $______annually
      ($____ monthly)
      commencing on your Projected Benefit
      Commencement Date and payable for your lifetime. If you die before receiving
      60
      monthly payments, the balance of the 60 monthly payments will be made to your
      beneficiary.

    Life
      Annuity and 120 Months
      Certain. $______annually
      ($____ monthly)
      commencing on your Projected Benefit
      Commencement Date and payable for your lifetime. If you die before receiving
      120
      monthly payments, the balance of the 120 monthly payments will be made to your
      beneficiary.

    Contingent
      Survivor Annuity. A monthly benefit commencing
      on your Benefit
      Commencement Date. Benefits will be paid during your lifetime, and thereafter
      during the lifetime of your surviving contingent annuitant. You may elect to
      provide a survivor benefit for your contingent annuitant equal to 50%, 66-2/3%,
      75% or 100% of your monthly lifetime benefit. The exact amount of your lifetime
      benefit and the survivor benefit payable to your contingent annuitant depends
      on
      your age and on the age of the contingent annuitant that you name. If your
      contingent annuitant dies during your lifetime, but after your Benefit
      Commencement Date, there will be no survivor’s benefit, and the amount of your
      benefit will not be increased. Your estimated benefit
      commencing on your Benefit Commencement Date is as
      follows:

    
      	
              Based
                on Contingent
                Annuitant

            	
              Date
                of Birth

            
	
              50%
                J&S

            	
              $______annually
                ($____
                monthly)

            
	
              66-2/3%
                J&S

            	
              $______annually
                ($____
                monthly)

            
	
              75%
                J&S

            	
              $______annually
                ($____
                monthly)

            
	
              100%
                J&S

            	
              $______annually
                ($____
                monthly)

            


    

     

    
      	
              II.

            	
              POST-2004
                NON-QUALIFIED
                BENEFITS

            


    

    Your
      Non-Qualified benefits, which accrued or
      became vested on or after January 1, 2005 under the Pension Restoration Plan,
      shall be paid under the Form of Benefit Payment you elect below
      (select
      one): 

    
      	
              o

            	
              Life
                Annuity and 60 Months
                Certain.
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime. If you die before receiving 60 monthly payments,
                the
                balance of the 60 monthly payments will be made to your
                beneficiary.

            


    

    
      	
              o

            	
              Life
                Annuity and 120 Months
                Certain. $______
                annually
                ($_____monthly)
                payable
                for your lifetime. If you die before receiving 120 monthly payments,
                the
                balance of the 120 monthly payments will be made to your
                beneficiary.

            


    

    If
      you select a joint and survivor annuity,
      benefits will be paid during your lifetime, and thereafter during the lifetime
      of your surviving contingent annuitant. The exact amount of your lifetime
      benefit and the survivor benefit payable to your contingent annuitant will
      depend on your age and on the age of the contingent annuitant. If your
      contingent annuitant dies during your lifetime, but after payments have
      commenced, there will be no survivor’s benefit, and the amount of your benefit
      will not be increased. For purposes of the estimates below, we have calculated
      your annual benefit using the age of the contingent annuitant you elected under
      the Qualified Plan. Therefore, these estimates will differ if you select a
      different contingent annuitant. 

    
      	
              o

            	
              50%
                Joint and Survivor
                Annuity.
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime.

            


    

    
      	
              o

            	
              66
                2/3% Joint and Survivor
                Annuity.
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime.

            


    

    
      	
              o

            	
              75%
                Joint and Survivor
                Annuity.
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime.

            


    

    
      	
              o

            	
              100%
                Joint and Survivor
                Annuity.
                $______
                annually
                ($_____monthly)
                payable
                for your lifetime.

            


    

    If
      you fail to make a timely election as to
      how you wish to receive your post-2004 vested Non-Qualified benefits, such
      accrued benefits will be paid as a life annuity with 60 months
      certain.

     

    
      	
              III.

            	
              BENEFICIARY/CONTINGENT
                ANNUITANT FOR
                POST-2004 NON-QUALIFIED
                BENEFITS

            


    

    After
      my death, payment of any remaining
      guaranteed monthly installments (in the case of a life annuity) or the survivor
      annuity (in the case of a joint and survivor annuity) relating to my post-2004
      benefits shall be made to the following individual:

     

    
      	
              Name:
                ____________________________________________

            	
              Relationship:
                _____________________________

            


    

     

    The
      undersigned acknowledges that an election
      as to the Form of Benefit Payment and any contingent annuitant becomes
      irrevocable once benefits commence. 

     

    
      	
              Signature:
_________________________________________

            	
              Date:
                ____________________________________

            


    

     

     

     

     

    (PRE-2005
      PARTICIPANTS)