THE RETIREMENT PLAN FOR OFFICERS OF NCR (AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

EXHIBIT 10.22.5

THE RETIREMENT PLAN FOR OFFICERS OF NCR

(AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

WHEREAS , this Plan was originally adopted effective as of May 17, 1989, and has been amended from time to time; and

WHEREAS , to comply with final regulations issued under Section 409A of the Code, the Company desires to amend and restate the Plan;

NOW THEREFORE , the Plan is hereby amended and restated in its entirety, as set forth herein, effective as of December 31, 2008.

ARTICLE I

DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings hereinafter set forth:

“ Affiliate ” shall have meaning set forth in SEC Rule 405 under the Securities Act of 1933, as currently in effect.

“ AT&T ” means AT&T Corp., a New York corporation, and its successors.

“ Board of Directors ” means the Board of Directors of NCR Corporation.

“ Career Average Monthly Salary ” shall mean a Participant’s average monthly salary for all years of Service immediately preceding the Termination Date or the date of the Participant’s termination of participation in the Plan, including amounts received by a Participant from the Company through the U.S. payroll while actively employed that are currently includible in gross income for Federal income tax purposes, and sick pay and any salary deferral contributions made by the Company on behalf of the Participant for the Plan Year; but excluding expense reimbursements, fringe benefits, moving expenses, deferred compensation, welfare benefits, signing bonuses, retention bonuses and severance pay.

If a Participant, because of absence for sickness or disability or other authorized leave of absence, does not have earnings, base earnings shall be imputed at the last rate in effect immediately prior to the commencement of such absence for the period of such absences, but in no event more than 20 quarters.

“ Committee ” means the Compensation and Human Resource Committee of the Board of Directors.

“ Company ” means NCR Corporation, a Maryland corporation, and its successors.

“ Disability ” means the inability of a Participant, because of bodily injury or disease which results from an avoidable cause, to perform the duties of such Participant’s regular occupation, as determined by the Committee.

“ 409A Committee ” means the administrative committee designated by the Senior Vice President, Human Resources of the Company.

“ Participant ” shall have the meaning set forth in ARTICLE IV.

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“ Pension Plan ” means the NCR Pension Plan.

“ Pension Plan Benefit ” means the monthly amount of any employer-provided pension paid to a Participant under the Pension Plan or any other defined benefit pension plan of the Company, a subsidiary or Affiliate thereof, with respect to the Participant’s Service, excluding, however, any monthly amount payable to a Participant from his PensionPlus account under the Pension Plan. “Pension Plan Benefit” shall also include any monthly amount received by a Participant from the Nonqualified Excess Plan, or any long-term disability plan sponsored by the Company or a subsidiary or Affiliate thereof, during such time as the Participant receives such long-term disability benefit.

“ Plan ” means The Retirement Plan for Officers of NCR, as embodied herein or as amended from time to time.

“ Separation from Service ” means a termination of employment with the Company and its affiliated group in such a manner as to constitute a “separation from service” as defined under Section 409A of the Code (for this purpose, the term “affiliated group” shall be interpreted in a manner consistent with the definition of “service recipient” contained in Section 409A of the Code). To the extent permitted by Section 409A of the Code, the 409A Committee retains discretion, in the event of a sale or other disposition of assets, to specify whether a Participant who provides services to the purchaser immediately after the transaction has incurred a Separation from Service. If a Participant was an employee of the Company or its affiliated group immediately prior to the spin-off of Teradata Corporation by the Company and an employee of Teradata Corporation or its affiliated group immediately after the spin-off, then solely for purposes of determining when that Participant has incurred a Separation from Service, the term “Company” as used in this definition shall mean Teradata Corporation, instead of NCR Corporation.

“ Service ” means a Participant’s period of employment with the Company, a subsidiary or Affiliate thereof, or a predecessor of any of the foregoing from the date of participation in the Plan to the earlier of the Termination Date or the date of loss of participating status under this Plan. Service shall be computed to the nearest full month.

“ Spouse ” means the spouse of a Participant who was legally married to the Participant on the date payment of the Participant’s benefits commence hereunder.

“ Termination Date ” means the date on which a Participant ceases to be employed by the Company or any of its foreign or domestic subsidiaries, by reason of such Participant’s death, disability, retirement, resignation, discharge or otherwise.

ARTICLE II

PURPOSE

The purpose of the Plan is to provide for the payment of supplemental retirement benefits to executives of the Company in order to attract and retain executives of superior ability, industry and loyalty.

ARTICLE III

ADMINISTRATION

The Plan shall be administered by the Committee. The Committee is authorized, subject to the provisions of the Plan, to select Participants, to establish such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and interpretations and to take such actions in connection with the Plan or the benefits thereunder as it deems necessary or advisable. All

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such determinations, interpretations and actions by the Committee under the Plan or with respect to any benefits thereunder shall be final and binding on all persons.

ARTICLE IV

ELIGIBILITY

Participants in the Plan on December 31, 1996 shall continue to participate in the Plan. Effective January 1, 1997, any employee of the Company who is hired at or promoted to a Band I position, and any employee of the Company who is hired at or promoted to a Band II position in the United States, shall become a Participant effective as of the first day of employment in such position. The Committee, in its discretion, may designate other employees of the Company as Participants in the Plan.

Participation shall cease on the earlier of the date on which the Participant terminates employment with the Company or dies.

Notwithstanding the above, effective June 1, 2002, no new participants will be admitted to the Plan.

ARTICLE V

AGREEMENTS

Participants in, and the benefits to which each Participant may be entitled under, the Plan shall be evidenced by agreements between the Company and each Participant, which agreements shall comply with and be subject to all the terms and conditions of the Plan.

ARTICLE VI

RETIREMENT AND TERMINATION BENEFITS

1. A Participant who retires at or after his or her 65th birthday shall be entitled to receive monthly benefits under the Plan in an amount equal to (a) minus (b).

(a) 2.5% of the Participant’s Career Average Monthly Salary multiplied by the number of years of Service.

(b) The Pension Plan Benefit.

Effective December 31, 2006, no additional benefits shall accrue under the Plan, and the calculation of benefits accrued as of December 31, 2006 shall be based on service, compensation and the Pension Plan Benefit determined as of such date.

2. In the event a Participant retires or terminates employment with the Company on or after his or her 55th birthday and prior to his or her 65th birthday, the benefit he or she is entitled to receive shall be the amount determined pursuant to Section l of this ARTICLE VI, reduced in accordance with the following table:

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(An adjustment shall be made by straight line interpolation for ages which are not integral.)

3. A Participant shall be entitled to benefits under the Plan only if he or she is vested in the Plan benefit at the time his or her employment with the Company terminates, or his or her participation in the Plan terminates due to change in employment status. A Participant shall become vested in his or her Plan benefit upon (1) completion of five years of service with the Company, or (2) the Participant’s death while employed by the Company.

4. If a Participant’s participation in the Plan terminates due to a change in such Participant’s employment status with the Company, the amount of his or her benefits shall be computed in accordance with Section 1 or 2 of this ARTICLE VI; provided, however, that for purposes of determining the Pension Plan Benefit, the portion of any pension paid to such former Participant under the Pension Plan attributable to the period after the termination of participation in the Plan shall be disregarded.

5. Notwithstanding any other provisions of the Plan, and except as otherwise provided in Appendix A, if a Participant is discharged by the Company for fraud or misconduct, such Participant shall forfeit all rights to benefits under the Plan.

6. If at any time the Committee, in its sole discretion, determines that a Participant, former Participant or other person who is entitled to receive or is receiving any benefits under the Plan has become, within three years of the anniversary of the Participant’s or former Participant’s Termination Date, an employee of, a proprietor, partner, principal, or more than 5% shareholder in, or consultant to any corporation, partnership, proprietorship or other entity which is in competition with the Company, he or she shall forfeit all rights to benefits under the Plan. In the event and to the extent that any portion of this Section 6 shall be determined by a court of competent jurisdiction to be invalid and unenforceable, such determination shall not affect that portion to the extent it is not determined to be invalid and unenforceable.

7. Except as otherwise provided in Appendix A, the Committee shall have the sole discretion to determine if a Participant has retired or terminated employment with the Company and if any termination is voluntary or involuntary.

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8. A change in control of NCR Corporation occurred on September 13, 1991. Each Participant who had been a Participant for at least one year prior to September 13, 1991 and who is a Participant and actively employed by the Company or a subsidiary or Affiliate thereof on and after January 1, 1995, is entitled to a benefit as determined under Appendix A to this Plan, instead of the benefit described in this ARTICLE VI.

ARTICLE VII

TIME AND FORM OF BENEFIT PAYMENTS

1. Grandfathered Participants. Each Participant listed on Appendix B, as it may be amended from time to time by the 409A Committee (a “Grandfathered Participant”), was vested in his benefit as of, and terminated employment on or before, December 31, 2004. Therefore, the entire benefit of each Grandfathered Participant constitutes an “amount deferred” prior to January 1, 2005 within the meaning of Section 409A of the Code. Each Grandfathered Participant (or his Spouse) shall continue to receive or commence receiving his benefits under Article VI or Appendix A (as applicable) at the same time and in the same form as the Participant’s (or Spouse’s) benefit under the Pension Plan, in accordance with administrative rules in effect under the Plan as of October 3, 2004. Nothing contained herein is intended to materially enhance a benefit or right existing under the Plan as in effect on October 3, 2004, or add a new material benefit or right, with respect to the Grandfathered Participants. It is intended that benefits under Article III with respect to Grandfathered Participants shall be exempt from the application of Section 409A of the Code.

2. Non-Grandfathered Participants. Each Participant who is not a Grandfathered Participant (a “Covered Participant”) may, no later than a date specified by the 409A Committee (provided that such date occurs no later than December 31, 2008), make the following elections on a form provided by the 409A Committee in accordance with the following terms and conditions (and such additional terms and conditions as the 409A Committee may specify in its sole discretion):

(a) Except as otherwise provided in ARTICLE VIII or this ARTICLE VII, each Covered Participant may elect to have his benefits under ARTICLE VI or Appendix A (as applicable) commence on the later of (x) the first business day of the seventh month immediately following the Covered Participant’s Separation from Service, or (y) the first business day of the month immediately following the attainment of an age specified by the Covered Participant between 55 and 65; provided that the Covered Participant will attain the specified age in 2009 or later; and provided further that to the extent that a Covered Participant does not timely file an election as provided in this ARTICLE VII(2)(a), or such election does not comply with the Plan or the terms and conditions established by the 409A Committee, then he will be deemed to have irrevocably elected age 55 (or for a Participant that has attained at least age 55 prior to January 1, 2009, the age that such Covered Participant that will attain in 2009). The election described in this ARTICLE VII(2)(a) shall become irrevocable on a date specified by the 409A Committee. Once irrevocable, the election may not be changed.

(b) Except as otherwise provided in ARTICLE VIII or this ARTICLE VII, each Covered Participant may elect to have his benefits under ARTICLE VI or Appendix A (as applicable) paid in the form of a single life annuity or an actuarially equivalent (within the meaning of Treasury Regulation § 1.409A-2(b)(2)(ii)) 50%, 75% or 100% joint and survivor annuity (determined using the actuarial assumptions of the Pension Plan), payable in bi-weekly installments. To the extent that a Covered Participant does not timely file an election as provided in this ARTICLE VII(2)(b), or such election does not comply with the Plan or the terms and conditions established by the 409A Committee, then a Covered Participant who is unmarried on the date that payments commence pursuant to ARTICLE VII(2)(a) will be deemed to have irrevocably elected a single life annuity, and a Covered Participant who is married on the date that payments commence pursuant to ARTICLE VII(2)(a) will be deemed to have irrevocably

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elected a 50% joint and survivor annuity. The election described in this ARTICLE VII(2)(b) shall become irrevocable on a date specified by the 409A Committee. Notwithstanding the preceding sentence, a Covered Participant designated by the 409A Committee may elect, on a form provided by the 409A Committee and subject to such terms and conditions as the 409A Committee specifies, to change his form of annuity to another annuity form specified in this ARTICLE VII(2)(b) at any time prior to the payment commencement date.

(c) The elections described in this ARTICLE VII(2) shall also apply to the Covered Participant’s benefits, if any, under the NCR Nonqualified Excess Plan, the NCR Officer Plan, the NCR Mid Career Hire Supplemental Pension Plan, and the NCR Supplemental Pension Plan for AT&T Transfers. This ARTICLE VII(2) is intended to comply with the requirements of Notice 2007-86 and the applicable proposed and final Treasury Regulations issued under Section 409A of the Code and shall be interpreted in a manner consistent with such intent. Therefore, this ARTICLE VII(2) shall not apply to the extent that it would cause an amount otherwise payable in 2008 pursuant to the terms of the Plan (and related administrative rules implemented to comply with Section 409A of the Code) in effect immediately prior to December 31, 2008 to be paid in a later year; instead, the amounts otherwise payable in 2008 shall continue to be paid to the Covered Participant in accordance with the terms of the Plan (and related administrative rules implemented to comply with Section 409A of the Code) in effect immediately prior to December 31, 2008.

3. Discretionary Lump Sum Payment. Notwithstanding the foregoing, and to the extent permitted by Section 409A, the Company may, in its sole discretion, pay the benefit of any Participant in a single lump sum payment, provided that (a) such payment results in the termination and liquidation of the entirety of the Participant’s interest in the Plan (and any other deferred compensation arrangement of the Company that is aggregated with the Plan pursuant to Treasury Regulation § 1.409A-1(c)), (b) the amount of such payment (determined using the actuarial assumptions applicable under the Pension Plan) does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year in which the payment is made, and (c) with respect to a Covered Participant, in no event may a payment be accelerated following a Covered Participant’s Separation from Service to a date that is prior to the first business day of the seventh month following the Participant’s Separation from Service (or if earlier, the date of the Participant’s death).

ARTICLE VIII

PRE-RETIREMENT BENEFITS

With respect to Participants eligible for the benefits described in Appendix A, except as provided in Section 4 below, the provisions of this ARTICLE VIII shall be, in all respects, subject to Appendix A and, in the event of any conflict between the terms of Appendix A and any other terms of the Plan, the terms of Appendix A shall prevail and supersede any such other terms.

l. In the event of the death of a Participant on or after the effective date of participation in the Plan and the Participant attaining age 55, but prior to such Participant’s (a) retirement or other termination of employment with the Company, if the Participant is a Grandfathered Participant, or (b) commencement of benefits under this Plan, if the Participant is a Covered Participant, his or her Spouse shall be entitled to receive benefits under the Plan in an annual amount equal to 50% of the benefits to which the Participant would have been entitled to receive had he retired on the date of his death. However, such benefits shall not be reduced pursuant to Section 2 of ARTICLE VI.

2. In the event of the death of a Participant on or after the effective date of participation in the Plan and prior to such Participant’s (a) retirement or other termination of employment with the Company, if the Participant is a Grandfathered Participant, or (b) commencement of benefits under this Plan, if the

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Participant is a Covered Participant, and, in either case, prior to the Participant attaining age 55, his or her Spouse shall be entitled to receive benefits under the Plan in an annual amount equal to 50% of the benefits to which the Participant would have been entitled to receive had he retired on the date following the day he would have attained age 55. Such benefits shall be reduced pursuant to Section 2 of ARTICLE VI to those payable at age 55.

3. Notwithstanding any election by a Participant pursuant to ARTICLE VII(2), benefits payable pursuant to ARTICLE VIII(1), (2) or (4) shall be paid in equal bi-weekly installments for the life of the Spouse, commencing (a) for a Grandfathered Participant, at the date of the Grandfathered Participant’s death, and (b) for a Covered Participant, on the later of (i) the first business day of the seventh month immediately following the Covered Participant’s death, or (ii) the first business day of the month immediately following the date that the Covered Participant would have attained age 55.

4. In the event of the death, prior to (a) termination of employment, if the Participant is a Grandfathered Participant, or (b) commencement of benefits under this Plan, if the Participant is a Covered Participant, of a Participant who would have been entitled to a benef