BAKER HUGHES INCORPORATED SUPPLEMENTAL RETIREMENT PLAN

Exhibit 10.1

BAKER HUGHES INCORPORATED
SUPPLEMENTAL RETIREMENT PLAN

( As Amended and Restated
Effective January 1, 2009)

BAKER HUGHES INCORPORATED
SUPPLEMENTAL RETIREMENT PLAN

(As Amended and Restated
Effective January 1, 2009)

WITNESSETH :

      WHEREAS , Baker Hughes Incorporated and other adopting entities have heretofore adopted the Baker Hughes Incorporated Supplemental Retirement Plan, hereinafter referred to as the “Plan,” for the benefit of their eligible employees; and

      WHEREAS , Baker Hughes Incorporated desires to amend and restate the Plan, on behalf of itself and on behalf of the other adopting entities;

      NOW THEREFORE, the Plan is hereby restated in its entirety as follows, effective as of January 1, 2009 except to the extent that an earlier effective date is specified.

BAKER HUGHES INCORPORATED
SUPPLEMENTAL RETIREMENT PLAN

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

BAKER HUGHES INCORPORATED
SUPPLEMENTAL RETIREMENT PLAN

(As Amended and Restated
Effective January 1, 2009)

ARTICLE I
DEFINITIONS AND CONSTRUCTION

     1.01 Definitions. The words and phrases defined in this Article shall have the meaning set out in the definition unless the context in which the word or phrase appears reasonably requires a broader, narrower or different meaning.

      “Account(s)” means all ledger accounts pertaining to a Participant or former Participant which are maintained by the Plan Administrator or Plan recordkeeper to reflect the Company’s obligation to the Participant or former Participant under the Plan. The Plan Administrator or Plan recordkeeper shall establish the following subaccounts and any additional subaccounts that the Plan Administrator considers necessary to reflect the entire interest of the Participant or former Participant under the Plan. Each of the subaccounts listed below and any additional subaccounts established by the Plan Administrator shall reflect credits and debits made to such subaccounts for earnings, losses, distributions and forfeitures.

     (a) Participant Deferral Account — the Participant’s or former Participant’s deferrals, if any, made pursuant to Section 3.01.

     (b) Company Matching Deferral Account — the credits on behalf of a Participant or former Participant made pursuant to Section 4.01.

     (c) Company Base Thrift Deferral Account — the credits on behalf of a Participant or former Participant, if any, made pursuant to Section 4.02.

     (d) Company Pension Deferral Account — the credits on behalf of a Participant or former Participant, if any, made pursuant to Section 4.03.

     (e) Company Discretionary Deferral Account — the credits on behalf of a Participant or former Participant, if any, made pursuant to Section 4.04.

     The Plan Administrator or Plan recordkeeper shall also maintain records that reflect a Participant’s or former Participant’s Grandfathered Amounts.

      “Affiliate” means any entity which is a member of the same controlled group of corporations within the meaning of section 414(b) of the Code, or which is a trade or business (whether or not incorporated) which is under common control (within the meaning of section 414(c) of the Code), or which is a member of an affiliated service group (within the meaning of section 414(m) of the Code), with Baker Hughes.

     “ Annual Incentive Plan ” means Baker Hughes Incorporated 1995 Employee Annual Incentive Compensation Plan, as amended from time to time, or any successor annual bonus program that is exempt from section 162(m) of the Code.

     “ Assets ” means assets of any kind owned by Baker Hughes, including but not limited to securities of Baker Hughes’ direct and indirect subsidiaries and Affiliates.

      “Baker Hughes” means Baker Hughes Incorporated, a Delaware corporation.

      “Base Compensation” means a Participant’s base salary or wages measured on an annual basis (as defined in section 3401(a) of the Code for purposes of federal income tax withholding) from the Company, modified by including any portion thereof that such Participant could have received in cash in lieu of (a) Participant Deferrals pursuant to Section 3.01 or (b) elective contributions made on his behalf by the Company pursuant to a qualified cash or deferred arrangement described in section 401(k) of the Code and any elective contributions under a cafeteria plan described in section 125, and modified further by excluding any bonus; incentive compensation; commissions; expense reimbursements or other expense allowances; fringe benefits (cash and noncash); moving expenses; deferred compensation (other than (a) Participant Deferrals pursuant to Section 3.01 or (b) elective contributions to the Company’s qualified cash or deferred arrangement described in section 401(k) of the Code); welfare benefits as defined in the Employee Retirement Income Security Act of 1974, as amended; overtime pay; special performance compensation amounts and severance compensation.

      “ Beneficial Owner ” or “ Beneficial Ownership ” shall have the meaning ascribed to the term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

      “ Board ” means the Board of Directors of Baker Hughes.

      “Bonus” means the Employee’s incentive bonus earned under the Annual Incentive Plan for services rendered or labor performed by the Employee during the applicable Plan Year. An Employee’s Bonus shall be determined by including any portion thereof that such Employee could have received in cash in lieu of (a) any Participant Deferrals pursuant to Section 3.01 or (b) elective contributions made on his behalf by the Company pursuant to a qualified cash or deferred arrangement (as defined in section 401(k) of the Code) or pursuant to a plan maintained under section 125 of the Code.

     “ Change in Control ” means the occurrence of any of the following events:

     (a) the individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board;

     (b) the consummation of a Merger of Baker Hughes or an Affiliate of Baker Hughes with another Entity, unless the individuals and Entities who were the Beneficial Owners of the Voting Securities of Baker Hughes outstanding immediately prior to such Merger own, directly or indirectly, at least 50 percent of the combined voting power of

the Voting Securities of any of Baker Hughes, the surviving Entity or the parent of the surviving Entity outstanding immediately after such Merger;

     (c) any Person, other than a Specified Owner, becomes a Beneficial Owner, directly or indirectly, of securities of Baker Hughes representing 30 percent or more of the combined voting power of Baker Hughes’ then outstanding Voting Securities;

     (d) a sale, transfer, lease or other disposition of all or substantially all of Baker Hughes’ Assets is consummated (an “ Asset Sale ”), unless :

     (i) the individuals and Entities who were the Beneficial Owners of the Voting Securities of Baker Hughes immediately prior to such Asset Sale own, directly or indirectly, 50 percent or more of the combined voting power of the Voting Securities of the Entity that acquires such Assets in such Asset Sale or its parent immediately after such Asset Sale in substantially the same proportions as their ownership of Baker Hughes’ Voting Securities immediately prior to such Asset Sale; or

     (ii) the individuals who comprise the Board immediately prior to such Asset Sale constitute a majority of the board of directors or other governing body of either the Entity that acquired such Assets in such Asset Sale or its parent (or a majority plus one member where such board or other governing body is comprised of an odd number of directors); or

     (e) The stockholders of Baker Hughes approve a plan of complete liquidation or dissolution of Baker Hughes.

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

      “Committee” means the Administrative Committee or the Investment Committee that may be appointed by the Board as a Plan Administrator.

      “Company” means Baker Hughes or an Employer.

      “Company Base Thrift Deferrals” means credits to a Participant’s Account pursuant to Section 4.02.

      “Company Deferrals” means, collectively or individually, any of the deferrals made by the Company pursuant to Sections 4.01, 4.02, 4.03 and 4.04.

      “Company Discretionary Deferrals” means credits, if any, to a Participant’s Account pursuant to Section 4.04.

      “Company Matching Deferrals” means credits to a Participant’s Account pursuant to Section 4.01.

      “Company Pension Deferrals” means credits to a Participant’s Account pursuant to Section 4.03.

      “Deferral Period” means the period of deferral selected by a Participant pursuant to Section 3.06 or Section 4.05.

      “Domestic Relations Order” has the meaning ascribed to that term in section 414(p) of the Code.

      “Eligible Employee” means any individual who, on the date he commences participation in the Plan, is employed by the Company on the active payroll and who is also an executive salary grade system employee (under the Company’s then current payroll system categories), or any comparable executive designations in any system that replaces the executive salary grade system. Once an individual commences participation in the Plan, he may continue participation even if his payroll system status changes to a level that is below the executive salary grade system, provided that the individual continues to remain a member of a select group of management or a highly compensated employee, as determined by the Plan Administrator.

      “Employer” means any Affiliate that adopts the Plan pursuant to the provisions of Article XII.

      “ Entity ” means any corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organization or other business entity.

      “Entry Date” means the first day of each Plan Year.

      “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act.

      “Funds” means the investment funds designated from time to time for the deemed investment of Accounts pursuant to Article VI.

      “ Grandfathered Amounts ” means amounts credited under the Plan that were earned and vested as of December 31, 2004 within the meaning of Section 409A, and earnings and losses thereon.

     “ Incumbent Director ” means —

     (a) a member of the Board on July 24, 2008, or

     (b) an individual —

     (i) who becomes a member of the Board after July 24, 2008;

     (ii) whose appointment or election by the Board or nomination for election by Baker Hughes’ stockholders is approved or recommended by a vote of at least two-thirds of the then serving Incumbent Directors (as defined herein); and

     (iii) whose initial assumption of service on the Board is not in connection with an actual or threatened election contest.

      “ Ineligible Pension Plan Compensation” means with respect to each Participant and each payroll period, the amount of the Participant’s compensation not taken into account under the Pension Plan benefit formula solely because (a) such Participant deferred such compensation as a Participant Deferral pursuant to Section 3.01 and/or (b) such compensation exceeded the maximum dollar limitation of section 401(a)(17) of the Code.

      “Ineligible Thrift Plan Compensation” means with respect to each Participant and each payroll period, the amount of such Participant’s compensation for such payroll period that is not considered “Compensation” under the Thrift Plan for such payroll period solely because (a) such Participant deferred such compensation as a Participant Deferral pursuant to Section 3.01 and/or (b) such compensation exceeded the maximum dollar limitation of section 401(a)(17) of the Code.

     “ Merger ” means a merger, consolidation or similar transaction.

      “Participant” means each Eligible Employee who has met the eligibility requirements for participation in the Plan specified in Article II.

      “Participant Deferral ” means any deferral made by a Participant pursuant to Section 3.01.

      “Pay” means the sum of a Participant’s Base Compensation and Bonus.

      “Pension Plan” means the Baker Hughes Incorporated Pension Plan, as amended from time to time.

      “Person” shall have the meaning ascribed to the term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof, except that the term shall not include (a) the Company or any of its Affiliates, (b) a trustee or other fiduciary holding Company securities under an employee benefit plan of the Company or any of its Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of those securities or (d) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

      “Plan” means the Baker Hughes Incorporated Supplemental Retirement Plan, as amended from time to time.

      “Plan Administrator ” means Baker Hughes, acting through its delegates. Such delegates shall include the Administrative Committee, the Investment Committee and any individual Plan Administrator appointed by the Board with respect to the employee benefit plans of Baker Hughes and its Affiliates, each of which shall have the duties and responsibilities assigned to it from time to time by the Board. As used in the Plan, the

term “Plan Administrator” shall refer to the applicable delegate of Baker Hughes as determined pursuant to the actions of the Board.

      “Plan Year” means the twelve-consecutive month period commencing January 1 of each year.

      “Pre-2009 Accounts” means the Employee’s Accounts under the Plan attributable to deferrals and credits made with respect to Plan Years prior to 2009, and earnings and losses thereon.

      “Retirement” means the Employee’s voluntary termination of his employment when the Employee has attained at least 55 years of age and has at least ten (10) years of service with the Company and the Affiliates.

      “Retirement Date” means a Participant’s or former Participant’s “Retirement Date” as defined under the Thrift Plan.

      “Section 409A” means section 409A of the Code and the Department of Treasury rules and regulations issued thereunder.

      “Separation from Service” has the meaning ascribed to that term in Section 409A.

      “ Specified Owner ” means any of the following:

     (a) Baker Hughes;

     (b) an Affiliate of Baker Hughes;

     (c) an employee benefit plan (or related trust) sponsored or maintained by Baker Hughes or any Affiliate of Baker Hughes;

     (d) a Person that becomes a Beneficial Owner of Baker Hughes’ outstanding Voting Securities representing 30 percent or more of the combined voting power of Baker Hughes’ then outstanding Voting Securities as a result of the acquisition of securities directly from Baker Hughes and/or its Affiliates; or

     (e) a Person that becomes a Beneficial Owner of Baker Hughes’ outstanding Voting Securities representing 30 percent or more of the combined voting power of Baker Hughes’ then outstanding Voting Securities as a result of a Merger if the individuals and Entities who were the Beneficial Owners of the Voting Securities of Baker Hughes outstanding immediately prior to such Merger own, directly or indirectly, at least 50 percent of the combined voting power of the Voting Securities of any of Baker Hughes, the surviving Entity or the parent of the surviving Entity outstanding immediately after such Merger in substantially the same proportions as their ownership of the Voting Securities of Baker Hughes outstanding immediately prior to such Merger.

      “Termination of Employment” means, with respect to each Participant or former Participant, the termination of such Participant’s or former Participant’s employment with the Company and all Affiliates for any reason whatsoever.

      “Thrift Plan” means the Baker Hughes Incorporated Thrift Plan, as amended from time to time.

      “Trust” means the trust, if any, established under the Trust Agreement.

      “Trust Agreement ” means the agreement, if any, entered into between the Company and the Trustee pursuant to Article XIII, as amended from time to time.

      “Trust Fund” means the funds and properties, if any, held pursuant to the provisions of the Trust Agreement, together with all income, profits, and increments thereto.

      “Trustee” means the trustee or trustees qualified and acting under the Trust Agreement at any time.

      “Unforeseeable Financial Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant or of the Participant’s spouse or dependent (as defined in section 152(a) of the Code), 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), or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant. The circumstances that will constitute an Unforeseeable Financial Emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that the emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets, to the extent the liquidation of such assets will not itself cause severe financial hardship. Such foreseeable needs for funds as the desire to send a Participant’s child to college or to purchase a home will not be considered to be unforeseeable emergencies. Whether an Unforeseeable Financial Emergency exists and the amount reasonably needed to satisfy the emergency will be determined by the Committee.

      “Vested Interest” means the portion of a Participant’s or former Participant’s Accounts which, pursuant to the Plan, is nonforfeitable.

     “ Voting Securities ” means the outstanding securities entitled to vote generally in the election of directors or other governing body.

     1.02 Number and Gender. Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

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

ARTICLE II
PARTICIPATION

     2.01 Eligibility.

     (a) Each Eligible Employee shall be eligible to become a Participant for a Plan Year by electing to make Participant Deferrals pursuant to Section 3.01(a).

     (b) Each Eligible Employee who is a participant in the Thrift Plan during a Plan Year shall be eligible to become a Participant for such Plan Year by electing to make Participant Deferrals pursuant to Section 3.01(b).

     (c) Each Eligible Employee who is a participant in the Thrift Plan during a Plan Year shall be a Participant for such Plan Year with respect to Company Deferrals pursuant to Section 4.02.

     (d) Each Eligible Employee who is a participant in the Pension Plan during a Plan Year shall be a Participant for such Plan Year with respect to Company Deferrals pursuant to Section 4.03.

     (e) Notwithstanding any other provision of the Plan, in the case of a person who is not a Participant on the date of the adoption of this Agreement, such person shall not be eligible to participate in the Plan until the Plan Administrator selects him or her for participation in the Plan.

     2.02 Commencement of Participation. Prior to each Entry Date, the Plan Administrator shall notify those Eligible Employees who are determined by the Plan Administrator to be eligible to participate in the Plan as of such Entry Date. Any such Eligible Employee may elect to make Participant Deferrals beginning on such Entry Date by effecting, prior to such Entry Date and within the time period prescribed by the Plan Administrator, the Participant Deferral election in the form prescribed by the Plan Administrator. Notwithstanding any provision herein to the contrary, an Eligible Employee who first becomes an Eligible Employee on other than the first day of a Plan Year may elect to make Participant Deferrals commencing on the date the Plan Administrator selects him for participation in the Plan by effecting, prior to or within 30 days after the date he first becomes eligible to participate and within the time period prescribed by the Plan Administrator, the Participant Deferral election in the form prescribed by the Plan Administrator.

     2.03 Cessation of Participation Upon Plan Administrator Determination. Notwithstanding any provision herein to the contrary, the Plan Administrator may determine that an Eligible Employee who has become a Participant of the Plan shall cease to be entitled to make Participant Deferrals hereunder or receive credits under Article IV effective as of the first day of the Plan Year that commences subsequent to the determination. Any such Plan Administrator action shall be communicated to the affected individual prior to the effective date of such action.

Any such Eligible Employee may again become entitled to make Participant Deferrals hereunder and to receive credits under Article IV beginning on any subsequent Entry Date selected by the Plan Administrator in its sole discretion.

     2.04 Suspension of Participation Due to Certain Distributions. To the extent and for the period of time specified in Section 3.09, a Participant’s participation in the Plan shall be suspended upon his making a withdrawal under Section 8.02.

ARTICLE III
PARTICIPANT DEFERRALS

     3.01 Amount of Participant Deferrals.

     (a) A Participant meeting the eligibility requirements of Section 2.01(a) may, prior to the applicable Plan Year:

     (i) elect to defer an integral percentage of from 1% to 60% of his Base Compensation for the Plan Year; and/or

     (ii) elect to defer an integral percentage of from 1% to 100% of his Bonus earned during the Plan Year.

     Notwithstanding the foregoing, with respect to an Eligible Employee who first becomes a Participant on a date other than an Entry Date, any such Participant Deferrals pursuant to Section 3.01(a)(i) shall apply only for the portion of such Plan Year commencing with the date he first becomes a Participant and ending on the last day of such Plan Year. An Eligible Employee who first becomes a Participant during a Plan Year may not elect to defer any portion of his Bonus earned during such Plan Year.

     (b) If a Participant meets the eligibility requirements of Section 2.01(b), the Participant may elect for a Plan Year to defer the applicable percentage of his Base Compensation for the remaining portion of the Plan Year following the date his pre-tax elective deferrals under the Thrift Plan are reduced under section 402(g) or section 401(a)(17) of the Code and that is not deferred on a pre-tax basis under the Thrift Plan or under Section 3.01(a)(i) of the Plan. For purposes of this Section 3.01(b), the term “applicable percentage” means the percentage of compensation that the Participant specifies that he will defer on a pre-tax basis under the Thrift Plan in his election in effect on December 31 immediately prior to such Plan Year (or on the first day the Participant becomes a participant in the Thrift Plan during such Plan Year, if later). Except as specified below, a Participant’s deferrals under Section 3.01(b) shall commence effective for the period that begins when the Participant’s pre-tax elective deferrals under the Thrift Plan are reduced as a result of the limitations contained in section 402(g) or section 401(a)(17) of the Code. Notwithstanding the foregoing, if a Participant reduces his pre-tax elective deferrals under the Thrift Plan during a Plan Year, any attendant decrease in his Participant Deferrals under Section 3.01(b) will not be recognized under the Plan to the extent that the decrease exceeds the amount of the limitation applicable to the Participant for the Plan Year under section 402(g) of the Code. If a Participant increases

his pre-tax elective deferrals under the Thrift Plan during a Plan Year, the Participant’s deferrals pursuant to this Section 3.01(b) shall commence and be computed in the same manner as if no change had been made in the Participant’s pre-tax deferrals under the Thrift Plan.

     3.02 Participant Deferral Elections. Pay for a Plan Year that is not deferred pursuant to an election under Sections 3.01(a) and (b) shall be received by such Participant in cash. A Participant’s election to defer an amount of his Pay pursuant to this Section shall be made by effecting, in the form prescribed by the Plan Administrator, a Participant Deferral election pursuant to which the Participant authorizes the Company to reduce his Pay in the elected amount and the Company, in consideration thereof, agrees to credit an equal amount to his Participant Deferral Account maintained under the Plan. The reduction in a Participant’s Pay pursuant to his Participant Deferral election shall be effected by Pay reductions each payroll period as determined by the Plan Administrator following the effective date of such election. Participant Deferrals made by a Participant shall be credited to his Participant Deferral Account as of a date determined in accordance with procedures established from time to time by the Plan Administrator; provided, however , that such Participant Deferrals shall be credited to his Participant Deferral Account no later than 30 days after the date upon which the Pay deferred would have been received by such Participant in cash had he not elected to defer such amount pursuant to Section 3.01.

     3.03 Period of Effectiveness of Participant Deferral Elections. A Participant Deferral election pursuant to Sections 3.01(a) and (b) shall become effective as of the Entry Date (or later initial eligibility date, if applicable) which is on or after the date the election is effected by the Participant. With respect to an Eligible Employee who first becomes a Participant on other than an Entry Date, any such Participant Deferrals pursuant to Sections 3.01(a)(i) or 3.01(b) shall apply only to Base Compensation earned during such Plan Year commencing after his deferral election for such Plan Year. A Participant Deferral election pursuant to Section 3.01(a)(ii) shall become effective as of the first day of the Plan Year following the date the election is effected by the Participant. A Participant Deferral election shall remain in force and effect for the entire (or partial, if applicable) Plan Year to which such election relates. A Participant Deferral election shall be made for each Plan Year, or partial Plan Year, in which the Participant is eligible to participate. Plan provisions to the contrary notwithstanding, a Participant Deferral election shall be suspended during any period of unpaid leave of absence from the Company.

     3.04 Changes to Participant Deferral Election. A Participant who makes a Participant Deferral election may change his election for future Participant Deferrals, as of the Entry Date of any subsequent Plan Year, by effecting such change in the annual election prior to the Entry Date of such Plan Year, in the form and within the time period prescribed by the Plan Administrator. Any such change shall be effective as of the Entry Date of such Plan Year.

     3.05 Cancellation of Participant Deferral Election. A Participant who has made a Participant Deferral election may cancel his election for future Participant Deferrals, as of the Entry Date of any subsequent Plan Year, by effecting such cancellation in the annual election prior to the Entry Date of such Plan Year, in the form and within the time period prescribed by the Plan Administrator. Any such change shall be effective as of the Entry Date of such Plan Year. A Participant who so cancels his Participant Deferral election may again make a new

Participant Deferral election for a subsequent Plan Year, if he satisfies the eligibility requirements set forth in Article II, by effecting a new Participant Deferral election prior to the Entry Date of such Plan Year, in the form and within the time period prescribed by the Plan Administrator.

     3.06 Time and Form of Payment Specified in Participant Deferral Election. A Participant Deferral election shall indicate the applicable time and form of payment, as provided in Sections 9.02, 9.03, 9.04 and 9.05 for the Pay deferred under the election for such Plan Year and the net income (or net loss) allocated with respect thereto. Such time and form of payment election for such Plan Year shall also apply to any Company Deferrals for such Plan Year and the earnings and losses allocated with respect thereto. Each Participant’s Accounts shall be divided into subaccounts to reflect the Participant’s various elections respecting time and form of payment. Notwithstanding the foregoing, with respect to the portion of a Participant’s Account attributable to the amount, if any, credited to his Account on December 31, 1994, under the Plan as in effect immediately prior to the January 1, 1995 restatement of the Plan, such portion and the net income (or net loss) allocated with respect thereto shall be allocated to a subaccount which shall be payable at the time and in the form provided under the Plan as in effect immediately prior to such restatement. In accordance with procedures established by the Plan Administrator, a Participant may elect to have his Account or subaccount balance paid or commence to be paid (i) upon the expiration of a specified term following the Participant’s Separation from Service, (ii) as soon as administratively practicable after December 31 of the Plan Year in which the Participant’s Separation From Service occurs, (iii) on a date specified by the Participant that is at least 18 months following the end of the Plan Year for which the deferral election is made, or (iv) upon the earlier to occur of the date specified in clause (iii) or the date specified in clause (ii) (the “ Deferral Period ”). The Plan Administrator is authorized to establish written guidelines concerning limitations on the number of subaccounts respecting time and form of payment that may be maintained under the Plan for any given Participant. Any such written guidelines shall be deemed to be incorporated by reference in the Plan. Once an election as to time and form of payment has been made for a Plan Year, the election may not be changed by the Participant or former Participant except as specified in Sections 3.07 and 3.08.

     3.07 Irrevocable Change of Election of Time and/or Form of Payment for Grandfathered Amounts. In accordance with procedures established by the Plan Administrator, a Participant or former Participant may make a one-time irrevocable election to change the time and/or form of payment he previously selected for all of the Grandfathered Amounts credited to his Account. Any such change election must be made no later than 18 months before the date on which such amounts were scheduled to be paid or commence to be paid under the Participant’s or former Participant’s original election. In addition, any such change election may not provide for a payment or commencement of payment that is earlier than 18 months after the date on which the change election is made. For purposes of calculating the 18-month period, such period will commence on the first day of the month immediately following the month in which the election is made.

     3.08 Change of Time and Form of Payment for Amounts Other Than Grandfathered Amounts. In accordance with procedures established by the Plan Administrator, a Participant or former Participant may make an election to change the time and/or form of payment he previously selected for the amounts credited to his Account other

than Grandfathered Amounts. Any such change election must be made no later than 12 months before the date on which such amounts were scheduled to be paid or commence to be paid under the Participant’s or former Participant’s original election. In addition, any such change election may not provide for a payment or commencement of payment that is earlier than five years after the date on which the amounts were originally scheduled to be paid or commence to be paid. For purposes of this Section 3.08, installment payments shall be treated as a single payment.

     3.09 Suspension of Participant Deferrals Due to Withdrawal for Unforeseeable Financial Emergency. Upon written petition of a Participant, in the event that the Plan Administrator determines in its sole discretion that such Participant has suffered an Unforeseeable Financial Emergency or that such Participant will, absent termination of such Participant’s Participant Deferral election then in effect, suffer an Unforeseeable Financial Emergency, then the Participant Deferral election of such Participant then in effect, if any, shall be terminated as soon as administratively practicable after such determination. A Participant whose Participant Deferral election has been so terminated may again make a new Participant Deferral election for a subsequent Plan Year that commences at least twelve months after the effective date of such termination, if he satisfies the eligibil