EXHIBIT X
IBM EXTENDED
TAX DEFERRED SAVINGS PLAN
Effective January 1, 1995
INTRODUCTION
The IBM Extended Tax Deferred Savings Plan has been authorized by the
Board of Directors of International Business Machines to be applicable
effective on and after January 1, 1995. The purpose of this Plan is to
attract and retain executives by providing a means for making
compensation deferrals and matching company contributions for those
employees eligible to participate in the International Business Machines
Tax Deferred Savings Plan with respect to whom compensation deferrals
and company contributions under the TDSP are or would be limited by
application of the limitations imposed on qualified plans by Sections
401(a)(17), 401(a)(30), and 415 of the Internal Revenue Code.
This Plan is intended to constitute an unfunded deferred compensation
plan for a select group of management or highly compensated employees
under Sections 201(2), 301(a)(2), 401(a)(1), and 4021(b)(6) of the
Employee Retirement Income Security Act of 1974, as amended. All
benefits payable under the Plan shall be paid out of the general assets
of the Company.
IBM EXTENDED TAX DEFERRED SAVINGS PLAN
TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS Page 1
ARTICLE 2. PARTICIPATION Page 4
2.01 Eligibility ........................................... Page 4
2.02 Participation ......................................... Page 4
ARTICLE 3. CONTRIBUTIONS Page 5
3.01 Amount of Deferral Contributions ...................... Page 5
3.02 Matching Contributions ................................ Page 5
3.03 Additional Company Contributions ...................... Page 5
3.04 Investment of Accounts ................................ Page 6
3.05 Vesting of Accounts ................................... Page 6
3.06 Individual Accounts ................................... Page 6
ARTICLE 4. INVESTMENT OF DEFERRALS AND DEFERRAL ACCOUNTS Page 7
4.01 Deemed TDSP Investments; Participant Control .......... Page 7
4.02 Change of Investment Selection on Future Deferrals .... Page 8
4.03 Change of Investment Selection on Existing Deferral
Accounts .............................................. Page 8
ARTICLE 5. PAYMENT OF ACCOUNTS Page 9
5.01 Commencement of Deferral Payments ..................... Page 9
5.02 Method of Payment ..................................... Page 9
5.03 Designation of Beneficiary ............................ Page 9
ARTICLE 6. GENERAL PROVISIONS Page 11
6.01 Funding ............................................... Page 11
6.02 No Contract of Employment ............................. Page 11
6.03 Facility of Payment ................................... Page 12
6.04 Withholding Taxes ..................................... Page 12
6.05 Nonalienation ......................................... Page 12
6.06 Administration ........................................ Page 12
6.07 Construction .......................................... Page 13
ARTICLE 7. MANAGEMENT AND ADMINISTRATION Page 14
7.01 Amendment or Termination .............................. Page 14
7.02 Responsibilities ...................................... Page 14
ARTICLE 8. CLAIMS PROCEDURE Page 16
IBM EXTENDED TAX DEFERRED SAVINGS PLAN
ARTICLE 1. DEFINITIONS
The following words and phrases as used herein have the following meanings
unless a different meaning is required by the context:
1.01 "Accounts" shall mean the Company Account and the Deferral Account.
1.02 "Beneficiary" shall mean a person other than a Participant who is
designated by a Participant or by the terms of the Plan to receive a
benefit under the Plan by reason of the death of the Participant.
1.03 "Board" shall mean the Board of Directors of IBM.
1.04 "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time. All citations to sections of the Code are to such sections as
they may from time to time be amended or renumbered.
1.05 "Committee" shall mean the Executive Compensation and Management
Resources Committee appointed by the Board.
1.06 "Company" shall mean International Business Machines Corporation ("IBM"),
a New York corporation having its principal place of business at Armonk,
New York, and its Domestic Subsidiaries, excluding Foreign Branches of the
Company except as may be otherwise provided in these Articles.
1.07 "Company Account" shall mean, with respect to a Participant, all amounts
credited to the Participant under Sections 3.02 and 3.03, and earnings,
gains, or losses on those amounts pursuant to Section 3.04.
1.08 "Company Contributions" shall mean the amount credited to a Participant
under Sections 3.02 and 3.03.
1.09 "Compensation" shall mean the Participant's salary and annual incentive
payment for a calendar year which would be payable to a Participant for
services rendered to the Company after the Participant is no longer able
to actively participate in the TDSP (or would have been unable to actively
participate in the TDSP if the Participant was not an active participant
in the TDSP) during the calendar year by reason of Code Section 401(a)(17)
or Code Section 401(a)(30). A Participant's Compensation will be
determined without regard to a Participant's election to make compensation
reduction contributions under the TDSP (or under a cafeteria plan pursuant
to Code Section 125) or to make Deferrals under this Plan.
1.10 "DCP Participant" shall mean a Participant who, for a calendar year, was
offered the opportunity by the Company to defer up to 100% of his or her
annual incentive payment payable for that calendar year.
1.11 "Deferral Account" shall mean, with respect to a Participant, the
Participant's account balance under the Deferred Compensation Plan that
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has been transferred to this Plan, all amounts credited to a Participant
under Section 3.01 and earnings, gains, or losses on those amounts
pursuant to Section 3.04.
1.12 "Deferral Election Agreement" shall mean the agreement entered into by the
Participant pursuant to Section 2.02 under which he or she elects to defer
a portion of his or he` Compensation under this Plan.
1.13 "Deferrals" shall mean the amount credited to a Participant under
Section 3.01
1.14 "Deferred Compensation Plan" shall mean the incentive compensation
deferral program established by IBM in November 1993.
1.15 "Domestic Subsidiary" shall mean a Subsidiary, organized and existing
under the laws of the United States or any state, territory, or
possession thereof; provided however, that the Plan shall not be deemed
to cover the employees of any Domestic Subsidiary unless authorized by
the Company's chief human resources officer.
1.16 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.17 "Effective Date" shall mean January 1, 1995.
1.18 "Eligible Employee" shall mean, for a calendar year, a domestic executive
employee of the Company who is eligible for the IBM Retirement Plan whose
annual rate of salary and annual incentive payment is expected to exceed
(or solely, for purposes of Section 3.03 did exceed in the immediately
preceding calendar year) the compensation limit under Code Sec-
tion 401(a)(17), as determined by the Committee in the relevant year.
1.19 "IBM" shall mean International Business Machines Corporation, any
predecessor, or any successor by merger, purchase, or otherwise.
1.20 "Participant" shall mean each Eligible Employee who has made the election
described in Section 2.02(a), is credited with an amount under Sec-
tion 3.03, or whose account balance under the Deferred Compensation Plan
has been transferred to the employee's Deferral Account under this Plan.
1.21 "Plan" shall mean this IBM Extended Tax Deferred Savings Plan, as now in
effect or as hereafter amended.
1.22 "Plan Administrator" shall mean a person or a committee appointed pursuant
to Article 7 which shall be responsible for reporting, recordkeeping, and
related administrative requirements. If appointed as a committee, any one
of the members of the committee may act individually on behalf of the
committee to fulfill the committee's duties. As of the Effective Date,
the Director of Executive Compensation has been appointed as the Plan
Administrator.
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1.23 "Plan Year" shall mean the calendar year with the first Plan Year
commencing on January 1, 1995.
1.24 "Subsidiary" shall mean a corporation or other form of business organiza-
tion the majority interest of which is owned, directly or indirectly, by
the Company.
1.25 "TDSP" shall mean the International Business Machines Tax Deferred Savings
Plan, established by the Company by resolution of its Retirement Plans
Committee, effective July 1, 1983, as amended from time to time.
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ARTICLE 2. PARTICIPATION
2.01 Eligibility
Eligibility is limited To US executive level Eligible Employees of IBM and
selected Domestic Subsidiaries whose rate of annual Compensation (defined
as salary and annual incentive rat,e) is $1S0,000 or more for calendar year
1995 (adjusted periodically thereafter based on industry trends and
government guidelines). For this purpose, "selected Domestic Subsidiaries"
and the "executive level" are defined by the chief human resources
officer in his or her sole discretion and is subject to change. The
Committee shall notify employees of their eligibility for participation in
the Plan as soon as practicable after the chief human resources officer
has made its determination that such employees qualify as Eligible
Employees for a calendar year.
2.02 Participation
(a) No later than one month before the first day of the calendar year during
which an Eligible Employee desires to have contributions credited on his
or her behalf pursuant to Section 3.01, an Eligible Employee must execute
a Deferral Election Agreement authorizing Deferrals under this Plan for
such year in accordance with the provisions of Section 3.0l.
(b) If an Eligible Employee becomes an employee of the Company during a
calendar year, he or she may execute a Deferral Election Agreement within
30 days of his or her date of hire. The Deferral Election Agreement shall
apply to Compensation earned by the Eligible Employee in the payroll
periods beginning after such agreement is submitted to the Committee.
(c) Each Deferral Election Agreement under the Plan shall be irrevocable for
the calendar year to which it relates.
(d) Irrespective of whether an employee has made the election described above,
any employee who has been selected by the Committee to have Company
Contributions credited on his or her behalf pursuant to Section 3.03 shall
be a Participant.
(e) As a condition to participation in the Plan, a Participant may also be
required by the Committee to provide such other information as the
Committee may deem necessary to properly administer the Plan.
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ARTICLE 3. CONTRIBUTIONS
3.01 Amount of Deferral Contributions
For each payroll period that an Eligible Employee has Compensation
beginning on or after the effective date of an Eligible Employee's
Deferral Election Agreement, his or her Deferral Account shall be credited
with an amount of Deferrals. The amount of Deferrals shall be equal to
the designated percentage of Compensation elected by the Participant in
his or her Deferral Election Agreement. Under the Deferral Election
Agreement, the Eligible Employee may elect to forego receipt of amounts
equivalent to 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10%, 11%, or 12% of the
Employee's Compensation for each pay period during which the election is
in effect, and in the event an Eligible Employee is a DCP Participant for
the calendar year, he or she may defer up to 100% of his or her annual
incentive payment for the calendar year.
Deferrals shall be made under this Section 3.01 shall commence for payroll
periods for a calendar year at such time as the Participant may no longer
actively participate in the TDSP for the calendar year (or would have been
unable to actively participate in the TDSP if the Participant was an
active participant in the TDSP for the calendar year) by reason of Code
Section 401(a)(17) or Code Section 401(a)(30) and has Compensation. No
Deferrals may be made hereunder prior to such time, except for the
deferral of a DCP Participant's annual incentive payment.
3.02 Matching Contributions
The amount of Company Matching Contributions credited to a Participant for
each payroll period shall be equal to 50% of the Participant's Deferrals
for the payroll period; provided however, that no Company Matching
Contributions will be made for a Participant's Deferrals in excess of 6%
of the Participant's Compensation for that payroll period. Company
Matching Contributions will be made in units of IBM Stock with no right to
transfer such units, except as otherwise provided in this Plan.
3.03 Additional Company Contributions
IBM may cause the Committee to credit on behalf of any Participant or any
Eligible Employee who is not yet a Participant for a particular calendar
year an additional amount of Company Matching Contributions or other
Company Contributions, which will be made only in units of IBM Stock with
no right to transfer such units, except as otherwise provided in this
Plan; provided however, that any employee who was not eligible for a given
calendar year because his or her rate of Compensation was expected to be
below the $150,000 threshold (as adjusted) will nonetheless be credited
with Company Matching Contributions (but may not make Elective Deferrals)
under the Plan without any further action by IBM or the Committee, based
upon such employee's Elective Deferral rate under the TDSP at the end of
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the calendar year, if the employee's actual Compensation for that calendar
year exceeds $150,000 (as adjusted and only to the extent that the Company
Matching Contributions would have been at least $300).
3.04 Investment of Accounts
A Participant's Deferral Account shall be treated as if the Participant
had invested it in certain TDSP investment Funds in accordance with
Article 4. A Participant's Company Account shall be treated as if it had
been invested in the IBM Stock Fund under the TDSP; provided however, that
in the event a Participant retires from the Company and does not elect to
have the entire amount of his or her Accounts then paid to him or her, any
amounts credited to the Participant's Company Account after retirement
will be treated as if they were transferred to the Participant's Deferral
Account for purposes of this Section 3.04 and Article 4.
3.05 Vesting of Accounts
A Participant always shall be fully vested in his or her Accounts.
3.06 Individual Accounts
The Committee shall maintain, or cause to be maintained, records showing
the individual balances of each Participant's Accounts. Periodically,
each Participant shall be furnished with a statement setting forth the
value of his or her Accounts.
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ARTICLE 4. INVESTMENT OF DEFERRALS AND DEFERRAL ACCOUNTS
4.01 Deemed TDSP Investments; Participant Control
A Participant shall designate the proportions in which his or her
Deferrals shall be treated as if they had been allocated among certain
Investment Funds under the TDSP. Those Investment Funds are:
(a) The Fixed Income Fund
This fund's objective is to preserve principal (the amount invested)
and to provide a relatively stable rate of interest. Under TDSP,
the fund invests in interest-bearing instruments, including
contracts with highly rated insurance companies, banks, and other
financial institutions.
(b) The Large Company Index Fund
This fund is for investors seeking long-term growth of capital by
achieving a market rate of return from a diversified group of large-
and medium-sized company common stocks in the United States. Under
TDSP, the fund invests in a broad range of common stocks to produce
investment results approximating the price and yield performance of
Standard & Poor's 500 Index.
(c) The Small Company Stock Fund
Investors who would like to pursue long-term capital growth from a
diversified group of small- and medium-sized company common stocks
in the United States may want to consider this fund. Under TDSP,
the fund seeks to produce results that substantially duplicate the
price and yield performance of small- and medium-sized company
stocks generally not represented in the Standard & Poor's 500 Index.
(d) The International Stock Fund
This fund is for aggressive investors seeking long-term capital
appreciation and diversification through investments in stocks based
outside of the United States. Under TDSP, the fund invests in
equity market investments outside North America, based on the Morgan
Stanley Capital International Europe, Australia, and Far East (EAFE)
Index, with a modified country weighting that limits investments in
securities of any one country to approximately 25% of the fund.
(e) The IBM Stock Fund
The IBM Stock Fund will appeal to aggressive investors looking for
capital appreciation from a single stock investment. The objective
of the fund is participation in IBM's future stock performance. IBM
corporate officers who elect this investment are subject to such
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restrictions which are necessary for compliance with securities laws.
The Committee may, in its discretion (which discretion may be delegated to
the Treasurer or other executive officer of IBM), from time to time make
additional TDSP Investment Funds available as an investment measure under
this Plan and may determine that any TDSP Investment Fund, including any
of the Funds described above, may be terminated as an investment measure
under this Plan.
A Participant may elect to invest his or her Deferrals entirely in any one
of the funds or may elect any combination in 5% multiples.
4.02 Change of Investment Selection on Future Deferrals
A Participant may elect to change his or her investment selection for
future Deferrals once per month. The Participant must make this election
in the manner prescribed by the Committee.
4.03 Change of Investment Selection on Existing Deferral Accounts
With regard to a Participant's existing Deferral Account balance, a
Participant may elect to transfer balances among the Investment Funds once
per month; provided however, that the portion of the Deferral Account of
a Company officer that is allocated to the IBM Stock Fund may not be
transferred to another Investment Fund while the officer remains in
Company employment. Any permissible transfers, if among more than one
Investment Fund, must be made in 5% multiples. The Participant must make
this election in the manner prescribed by the Committee, and the Committee
may impose such additional rules and limitations upon transfers between
Investment Funds as the Committee may consider necessary or appropriate.
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ARTICLE 5. PAYMENT OF ACCOUNTS
5.01 Commencement of Deferral Payments
A Participant shall be entitled to receive payment of his or her Accounts
upon the Participant's (1) termination of employment from the Company for
any reason other than retirement from the Company or (2) retirement from
the Company with a balance of less than $25,000 in his or her Accounts.
Any other Participant who is a DCP Participant and who has a termination
of employment from the Company while a DCP Participant or any other
Participant who retires from the Company shall be entitled to receive
payment of his or her Accounts during the January following the calendar
year during which the Participant had a termination of employment from the
Company.
5.02 Method of Payment
Payment of Accounts shall be made in a single lump sum payment.
Notwithstanding the foregoing, a Participant with a balance of at least
$25,000 in his or her Accounts who either retires from the Company or is
a DCP Participant for the calendar year in which he or she no longer works
for the Company may elect to receive (1) a lump sum payment upon his or
her termination of employment from the Company or (2) up to ten ratable
annual installment payments of the balance in his or her Accounts
commencing during the January following the calendar year during which the
Participant had a termination of employment from the Company. For this
election to be effective, at least one full calendar year must pass
between the calendar year the Participant makes the election and the
calendar year the Participant has a termination of employment from the
Company. The Participant must make this election in the manner prescribed
by the Committee.
Upon application of a Participant, the Committee may authorize earlier
payment to the Participant after termination of employment with the
Company of an amount reasonably needed to satisfy the emergency need
caused by an unforeseeable emergency that causes severe financial hardship
to the Participant. If a Participant dies before payment of the entire
balance of his or her Accounts, an amount equal to the unpaid portion
thereof as of the date of his or her death shall be payable in one lump
sum to his or her Beneficiary.
5.03 Designation of Beneficiary
Each Participant's Beneficiary under this Plan shall automatically be the
person or persons designated as the Participant's beneficiary under the
TDSP even if such designation is found to be invalid under the provisions
of ERISA or the Code. Such Beneficiary shall be entitled to receive the
lump sum amount, if any, payable under the Plan upon the Participant's
death pursuant to this Section 5.03 (except if that Participant was a DCP
Participant and had made an election pursuant to Section 5.02); provided
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however, that the beneficiary is alive at the time of the Participant's
death. If no such Beneficiary designation is in effect at the time of the
Participant's death, or if no designated Beneficiary survives the
Participant, the Participant's Beneficiary shall be deemed to be the
Participant's beneficiary under IBM's Group Life Insurance Plan.
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ARTICLE 6. GENERAL PROVISIONS
6.01 Funding
(a) All amounts payable in accordance with this Plan shall constitute a
general unsecured obligation of the Company. Such amounts, as well as any
administrative costs relating to the Plan, shall be paid out of the
general assets of the Company, to the extent not paid by a grantor trust
established pursuant to paragraph (b) below. In the sole discretion of
the Committee, a Participant's Accounts may be reduced to reflect
allocable administrative expense.
(b) IBM may, for administrative reasons, establish a grantor trust for the
benefit of Participants participating in the Plan. The assets of said
trust will be held separate and apart from other Company funds and shall
be used exclusively for the purposes set forth in the Plan and the
applicable trust agreement, subject to the following conditions:
(i) The creation of said trust shall not cause the Plan to be other
than "unfunded" for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended;
(ii) The Company shall be treated as "grantor" of said trust for
purposes of Section 677 of the Code; and
(iii) Said trust agreement shall provide that its assets may be used to
satisfy claims of the Company's general creditors in the event of
its insolvency, and the rights of such general creditors are
enforceable by them under federal and state law.
(c) Neither the Company nor the Committee guarantees the investment alterna-
tives available under the Plan in any manner against loss or depreciation.
6.02 No Contract of Employment
Nothing herein contained shall be deemed to give any employee the right to
be retained in the service of the Company or an Affiliate or to interfere
with the right of the Company or an Affiliate to discharge any employee at
any time without regard to the effect that such discharge may have upon
the employee under the Plan. Nothing appearing in or done pursuant to the
Plan shall be held or construed to create a contract of employment with
the Company, to obligate the Company to continue the services of any
Employee, or to affect or modify any Employee's terms of employment in any
way or to give any person any legal or equitable right or interest in the
Plan or any part thereof or distribution therefrom or against the Company
except as expressly provided herein.
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6.03 Facility of Payment
In the event the Plan Administrator determines that any Participant or
Beneficiary receiving or entitled to receive benefits under the Plan is
incompetent to care for his or her affairs and in the absence of the
appointment of a legal guardian of the property of the incompetent,
benefit payments due under the Plan (unless prior claim thereto has been
made by a duly qualified guardian, committee, or other legal representa-
tive) may be made to the spouse, parent, brother or sister, or other
person, including a hospital or other institution, deemed by the Plan
Administrator to have incurred or to be liable for expenses on behalf of
such incompetent. In the absence of the appointment of a legal guardian
of the property of a minor, any minor's share of benefits payable under
the Plan may be paid to such adult or adults as in the opinion of the Plan
Administrator have assumed the custody and principal support of such
minor.
The Plan Administrator, however, in its sole discretion, may require that
a legal guardian for the property of any such incompetent or minor be
appointed before authorizing the payment of benefits in such situation.
Benefit payments made under the Plan in accordance with determinations of
the Plan Administrator pursuant to this Article 6 shall be a complete
discharge or any obligation arising under the Plan with respect to such
benefit payments.
6.04 Withholding Taxes
The Plan Administrator shall have the right to withhold all applicable
taxes or other payments from benefits hereunder and to report information
to government agencies when required to do so by law.
6.05 Nonalienation
No benefits payable under the Plan shall be subject to alienation, sale,
transfer, assignment, pledge, attachment, garnishment, lien, levy, or like
encumbrance. No benefit under the Plan shall in any manner be liable for
or subject to the debts or labilities of any person entitled to benefits
under the Plan.
6.06 Administration
A11 decisions, determinations, or interpretations the Board, the
Committee, the Plan Administrator, the Company or any member, officer or
employee thereof are authorized to make under the Plan (including the
delegation of any authority hereunder to another party) shall be made in
that party's sole discretion and shall be final, binding, and conclusive
on all interested persons.
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6.07 Construction
The Plan is intended to constitute an unfunded deferred compensation
arrangement for a select group of management or highly compensated
employees, and all rights hereunder shall be governed by and construed in
accordance with the laws of the State of New York to the extent not
governed by the Employee Retirement income Security Act of 1974, as
amended.
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ARTICLE 7. MANAGEMENT AND ADMINISTRATION
7.01 Amendment or Termination
This Plan may be amended from time to time for any purpose permitted by
law or terminated at any time by written resolution of the Board or the
Committee, but only if the Committee's action is not materially inconsis-
tent with a prior action of the Board.
The authority to amend or terminate the Plan shall include the authority
to amend the procedure for amending or terminating the Plan and the
authority to amend or terminate any related instrument or agreement.
7.02 Responsibilities
(a) The following persons and groups of persons shall severally have the
authority to control and manage the operation and administration of the
Plan as herein delineated:
(i) the Board,
(ii) the Committee,
(iii) the chief human resources officer, and
(iv) the Plan Administrator and each person on any committee serving as
the Plan Administrator.
Each person or group of persons shall be responsible for discharging only
the duties assigned to it by the terms of the Plan.
(b) The Board shall be responsible only for designating those persons who will
serve on the Committee and for approval of any resolution to amend or
terminate the Plan.
(c) The Committee may, pursuant to a duly adopted resolution, delegate to the
chief financial officer or the chief human resources officer, the
Treasurer, the Plan Administrator or any other officer or employee of IBM,
authority to carry out any decision, directive, or resolution of the
Committee.
(d) The Committee shall appoint one or more executives employed by IBM to
serve as Plan Administrator or as a committee to fulfill the function of
Plan Administrator. In the sole discretion of the Plan Administrator, the
Plan Administrator shall have the full power and authority to:
(i) promulgate and enforce such rules and regulations as shall be deemed
be necessary or appropriate for the administration of the Plan;
(ii) adopt any amendments to the Plan that are required by law;
(iii) interpret the Plan consistent with the terms and intent thereof; and
(iv) resolve any possible ambiguities, inconsistencies, and omissions.
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All such determinations and interpretations shall be in accordance with
the terms and intent of the Plan, and the Plan Administrator shall report
such actions to the Committee on a regular basis. Additionally, the chief
human resources officer shall appoint and designate such other IBM
employees as may be needed to provide adequate staff services to the
Committee and the Plan Administrator.
(e) The Committee and the Plan Administrator may engage the services of
accountants, attorneys, actuaries, investment consultants, and such other
professional personnel as are deemed necessary or advisable to assist them
in fulfilling their responsibilities under the Plan. The Committee, the
Plan Administrator, and their delegates and assistants will be entitled to
act on the basis of all tables, valuations, certificates, opinions, and
reports furnished by such professional personnel.
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ARTICLE 8. CLAIMS PROCEDURE
IBM's Executive Compensation Department is responsible for advising Participants
and Beneficiaries of their benefits under the Plan. In the event a Participant
or Beneficiary believes he or she is entitled to benefits and has not received
them, the Participant or Beneficiary must submit a claim to the Director of
Executive Compensation, IBM Corporation, Old Orchard Road, Armonk, New York
10504. A written decision setting forth its conclusions will be furnished by the
Plan Administrator to the Participant or Beneficiary within 60 days after the
request for review is received. Failure of the Plan Administrator to follow this
procedure shall not, in and of itself, give rise to a cause of action for
benefits hereunder.