Exhibit 4.2


 


Amendment
No. 1 to the NAVTEQ Corporation


Deferred
Executive Compensation Plan


WHEREAS,
NAVTEQ Corporation (the “Company”) maintains the NAVTEQ
Corporation Deferred Executive Compensation Plan (the “Plan”); and


WHEREAS,
Section 6.2 of the Plan provides that the Plan may be amended by the Board of
Directors of the Company (the “Board”) at any time, subject to certain
inapplicable restrictions; and


WHEREAS,
certain changes to the Plan are appropriate in connection
with the effectiveness of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”); and


WHEREAS, by
action dated September 11, 2007, the Board authorized and directed the officers
of the Company to adopt and implement such changes on behalf of the Company.


NOW
THEREFORE, be it hereby


RESOLVED,
that Section 1 of the Plan is amended by the deletion of Section 1.3 in its
entirety, the addition of the following definitions and the renumbering of the remaining
definitions to preserve their proper alphabetical order:


1.6           “Disability” shall have the same meaning as set
forth in Treasury Regulation §1.409A-3(i)(4) (or any successor provision).


1.12         “Separation from Service” shall have the same meaning
as set forth in Treasury Regulation §1.409A-1(h) (or any successor provision


AND BE
IT FURTHER RESOLVED,
that Section 1.9 of the Plan is deleted in its entirety and replaced by the
following:


1.9           “Participant” shall mean an
Eligible Employee who (a) elects to become a Participant in the Plan pursuant
to Section 2.2 and (b) has not ceased to be a Participant pursuant to Section
2.5.


AND BE
IT FURTHER RESOLVED, that
Section 4.1 of the Plan is deleted in its entirety and replaced with the
following:


4.1.          Normal Time for Distributions.  Except as otherwise provided in this Section
4, the distribution of a Participant’s vested Account shall commence within
thirty (30) days of the Participant’s Separation from Service.













AND BE
IT FURTHER RESOLVED,
that Section 4.2 of the Plan is  amended by deleting the last sentence in
its entirety and replacing it with the following:


Notwithstanding the
foregoing, the Company will pay a Participant’s Account in a lump sum at any
time after a Separation from Service as soon as the value of such Account (when
taken together with the value of any other arrangement required to be
aggregated with this Account pursuant to Treasury Regulation §1.409A-1(c)(2)
(or any successor provision)) is not greater than the applicable dollar amount
then in effect under Section 402(g)(1)(b) of the Code (or any successor
provision), and provided the other arrangements required to be aggregated with
the Account then, by their terms, are also required to be fully distributed.


AND
BE IT FURTHER RESOLVED,
that Section 4.3 of the Plan is deleted in its entirety and replaced by the
following:


4.3           Special Rule for
Death or Disability. If a Participant dies or suffers a Disability, the
balance then credited to his or her Account shall be distributed to the
Participant (or his or her beneficiary) in a lump sum as soon as
administratively practicable after the date of death or Disability.


AND
BE IT FURTHER RESOLVED, that Section 4.7 of the Plan is deleted in its entirety and replaced by
the following:


4.7           Delayed Distribution. To the
extent compliance with the requirements of Treasury Regulation §1.409A-3(i)(2)
(or any successor provision) is necessary to avoid the application of an
additional tax under Section 409A of the Code to payments due to a Participant
upon or following his or her Separation from Service pursuant to Section 4.1,
then notwithstanding any other provision of this Plan, any such payments that
are otherwise due within six months following the Participant’s Separation from
Service will be deferred and paid to the Participant in a lump sum immediately
following the lapse of such six-month period.


AND BE
IT FURTHER RESOLVED, that Section 6.1 of the Plan is deleted
in its entirety and replaced by the following:


6.1           Company’s
Obligations Limited.  The Company
intends to continue the Plan indefinitely, and to maintain each Participant’s
Account until it is scheduled to be paid to him or her in accordance with the
provisions of the Plan.  The Board may at
any time 













suspend a Participant’s right to make future
Compensation Deferrals with respect to years that have not commenced.


AND BE
IT FURTHER RESOLVED, that Section 6.2 of the Plan is amended
by deleting the first sentence in its entirety and replacing it with the following:


The Board reserves the right to amend the Plan at any
time and to terminate the Plan at any time (including any Compensation Deferral
elections then in effect), subject to the requirements of Treasury Regulation
§1.409A-3(j)(4)(ix) (or any successor provision).  Any amendment or termination shall not reduce
benefits already credited to a Participant without that Participant’s consent.


AND BE
IT FURTHER RESOLVED, that the Plan, as amended by the
foregoing changes, is ratified and confirmed in all other respects.


IN
WITNESS WHEREOF, this Amendment has been executed by a duly
authorized officer of the Company on this 19th   day of September, 2007.


	
  

  	
  NAVTEQ CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence M.
  Kaplan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President and

  General Counsel