Supplemental Excess Defined Benefit Plan

Exhibit 10.5


COOPER INDUSTRIES, INC.
SUPPLEMENTAL EXCESS
DEFINED BENEFIT PLAN
(August 1, 1990 Restatement) 2
COOPER INDUSTRIES, INC.
SUPPLEMENTAL EXCESS
DEFINED BENEFIT PLAN
(August 1, 1990 Restatement)


WHEREAS, Cooper Industries, Inc. (thereinafter referred to as the "Company") maintains the Cooper Industries, Inc. Supplemental Excess Defined Benefit Plan (hereinafter referred to as the "Plan") for the benefit of a select group of management employees of the Company and its subsidiaries; and


WHEREAS, Champion Spark Plug Company, which was acquired by, and is a wholly-owned subsidiary of, the Company, maintains the Excess Benefit Plan for Participants in the Champion Spark Plug Company Salaried Employees' Retirement Income Plan (hereinafter referred to as the "Champion Excess Plan") and Champion Spark Plug Company Supplemental Benefit Plan (hereinafter referred to as the "Champion Supplemental Plan"); and


WHEREAS, Cameron Iron Works USA, Inc., which maintained the Restoration of Retirement Income Plan for Certain Participants in the Cameron Iron Works, Inc. Retirement Plan for Salaried Employees (hereinafter referred to as the "Cameron Excess Plan"), was merged into the Company; and


WHEREAS, the Company desires to merge the Champion Excess Plan, the Champion Supplemental Plan, and the Cameron Excess Plan into the Plan;


NOW, THEREFORE, effective as of the close of business on July 31, 1990, the Champion Excess Plan and the Champion Supplemental Plan are hereby merged into and made part of the Plan, and effective as of the close of business on August 31, 1990, the Cameron Excess Plan is hereby merged into and made part of the Plan, and effective as of 3 August 1, 1990, the Plan is hereby amended and restated as hereinafter set forth.


ARTICLE I


DEFINITIONS


1.1 DEFINITIONS. Except as otherwise required by the context, the terms used in the Plan shall have the meaning hereinafter set forth.


(a) BENEFICIARY. The term "BENEFICIARY" shall mean the person who, in accordance with the provisions of Article V, shall be entitled to receive distribution hereunder in the event a Participant dies before his interest under the Plan has been distributed to him in full.


(b) CAMERON EXCESS PLAN. The term "CAMERON EXCESS PLAN" shall mean the Restoration of Retirement Income Plan for Certain Participants in the Cameron Iron Works, Inc. Retirement Plan for Salaried Employees as in effect on August 31, 1990.


(c) CHAMPION EXCESS PLAN. The term "CHAMPION EXCESS PLAN" shall mean the Excess Benefit Plan for Participants in the Champion Spark Plug Company Salaried Employees' Retirement Income Plan as in effect on July 31, 1990.


(d) CHAMPION SALARIED PLAN. The term "CHAMPION SALARIED PLAN" shall mean the Champion Spark Plug Company Salaried Employees' Retirement Income Plan which was merged with the Cooper Salaried Plan effective July 31, 1990.


(e) CHAMPION SUPPLEMENTAL PLAN. The term "CHAMPION SUPPLEMENTAL PLAN" shall mean the Champion Spark Plug Company Supplemental Benefit Plan.


(f) CODE. The term "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.


(g) COMPANY. The term "COMPANY" shall mean Cooper Industries, Inc., an Ohio corporation, its corporate successors, and the surviving corporation resulting from any merger of Cooper Industries, Inc. with any other corporation or corporations.


(h) COOPER DEFERRAL PLAN. The term "COOPER DEFERRAL PLAN" shall mean the Cooper Industries, Inc. Management Incentive Compensation Deferral Plan, as amended from time to time.


(i) COOPER SALARIED PLAN. The term "COOPER SALARIED PLAN" shall mean the Salaried Employees' Retirement Plan of Cooper Industries, Inc., as amended from time to


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time.


(j) EMPLOYER. The term "EMPLOYER" shall mean the Company, and/or McGraw-Edison Company, and/or Champion Spark Plug Company, as well as any subsidiary of the Company which may adopt the Plan in accordance with the provisions of Article VIII.


(k) LOCAL ADMINISTRATIVE COMMITTEE. The term "LOCAL ADMINISTRATIVE COMMITTEE" shall mean tile administrative committee that administers the Plan as set forth in Article VI.


(1) MCGRAW DEFERRAL PLAN. The term "MCGRAW DEFERRAL PLAN" shall mean the McGraw-Edison Executive Deferred Compensation Plan or the McGraw-Edison Supplemental Executive Benefits Plan.


(m) PARTICIPANT. The term "PARTICIPANT" shall mean any employee of an Employer who is eligible to participate in the Plan pursuant to Article II of the Plan.


(n) PLAN. The term "PLAN" shall mean the Cooper Industries, Inc. Supplemental Excess Defined Benefit Plan as set forth herein.


(o) PLANS ADMINISTRATION COMMITTEE. The term "PLANS ADMINISTRATION COMMITTEE" shall mean the Cooper Industries Plans Administration Committee established pursuant to the Plans Management Procedure adopted by the Board of Directors of the Company to administer the Company's employee benefit plans.


1.2 CONSTRUCTION. Where necessary or appropriate to the meaning hereof, the singular shall be deemed to include the plural, the plural to include the singular, the masculine to include the feminine, and the feminine to include the masculine.


ARTICLE II


ELIGIBILITY FOR PLAN PARTICIPATION


Any select management and highly compensated employee of an Employer:


(i) whose retirement benefits under the Cooper Salaried Plan are
limited by the provisions of Section 415 or Section 401(a)(17)
of the Code; or


(ii) who participates in the Cooper Salaried Plan as well as in the
Cooper Deferral Plan or the McGraw Deferral Plan; or


(iii) whose retirement benefits under the Cooper Salaried Plan are
curtailed by the adoption of Alternative II D pursuant to
provisions of IRS Notice 88-131 and who elects to receive
such curtailed benefits under the Plan rather than under


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the Cooper Salaried Plan;


shall become a Participant in the Plan automatically upon such
limitation, participation, or election. Notwithstanding the
foregoing, any individual who was a participant in the Champion Excess
Plan on July 31, 1990, shall become a Participant as of August 1, 1990
and any individual who was a participant in the Cameron Excess Plan as
of the close of business on August 31, 1990, shall become a
Participant as of September 1, 1990.


ARTICLE III


AMOUNT OF PLAN BENEFITS


Except as set forth below, the supplemental benefit payable to an eligible Participant under the Plan shall be an amount which when added to the retirement benefit payable to such Participant under the Cooper Salaried Plan or, if applicable, the Champion Salaried Plan, equals the retirement benefit which would have been payable under the Cooper Salaried Plan or, if applicable, the Champion Salaried Plan to the Participant, if (i) the limitations of Sections 401(a)(17) and 415 of the Code were not in effect; (ii) the provisions of Alternative II D were not in effect, provided that the Participant elected to receive any benefits curtailed due to the adoption of Alternative II D under the Plan; and/or (iii) the Participant had not deferred any compensation under the Cooper Deferral Plan or the McGraw Deferral Plan which would have been considered as compensation for benefit accrual purposes under the Cooper Salaried Plan and was not so considered due to such deferral.


Notwithstanding the foregoing, the following benefits shall also be payable under the Plan:


(a) The benefit payable under the Plan to any Participant who retired or separated from service prior to August 1, 1990 and who was covered under the Champion Excess Plan on July 31, 1990, shall be the amount which such Participant was eligible to receive under the terms of the Champion Excess Plan in effect as of the date of such retirement or separation from service.


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(b) The benefit payable under the Plan to any Participant who was a participant in the Champion Supplemental Plan on July 31, 1990, shall be an amount which such Participant would have received (i) under the Champion Spark Plug Company Salaried Employees' Retirement Income Plan (the "Champion Salaried Plan") if he was covered under such plan on July 31, 1990 and if all his service with Champion Spark Plug Company or a predecessor or subsidiary thereof had been covered under the Champion Salaried Plan, or (ii) under the DeVilbiss Company Salaried Employees Retirement Plan (the "DeVilbiss Salaried Plan") if all his service with the Company or a predecessor or subsidiary thereof had been covered under the DeVilbiss Salaried Plan, or (iii) under the Baron Drawn Steel Salaried Retirement Plan (the "Baron Salaried Plan") if all his service with the Company or a predecessor or subsidiary thereof had been covered under the Baron Salaried Plan; provided, however, that if such a Participant was covered under more than one of the aforementioned plans, his benefit shall be determined under the provisions of the plan which would produce the greatest benefit; and provided further, that the amount of any benefit payable to a Participant under any plan which is based on service that is used to determine a benefit hereunder shall reduce such Participant's Plan benefits; and


(c) The benefit payable under the Plan to any Participant who had retired or separated from service prior to September 1, 1990 and who was covered under the Cameron Excess Plan on August 31, 1990, shall be the amount which such Participant was eligible to receive under the terms of the Cameron Excess Plan in effect as of the date of such retirement or separation from service;


In addition, notwithstanding the foregoing, in the event that a Participant who retired or separated from service prior to August 1, 1990 and who was covered under the Champion Excess Plan on July 31, 1990, engages in competition with the Company, in the sole judgment of the Plans Administration Committee, all benefits otherwise payable hereunder to such Participant shall be forfeited immediately and that no further benefits under the Plan or otherwise shall be payable or due such Participant. In addition, payments made to a Participant while such Participant engaged in competition with the Company shall be refundable to the Company at its request.


ARTICLE IV


PAYMENT OF PLAN BENEFITS


The supplemental benefits determined under Article III shall be paid to a Participant or his Beneficiary, if applicable, in the same manner and form as, and coincident with, the payment of the retirement benefits of such Participant, or Beneficiary, under the Cooper Salaried Plan, utilizing the factor or conditions applicable to a Participant's or a Beneficiary's


-5- 7 benefit under the Cooper Salaried Plan. Notwithstanding the foregoing, any Plan benefit attributable to the curtailment of the Cooper Salaried Plan or, if applicable, the Champion Salaried Plan due to the adoption of the Alternative II-D, shall be paid upon the Participant's election to receive such curtailed benefit from the Plan rather than the Cooper Salaried Plan or the Champion Salaried Plan. Furthermore, any benefit determined under Article III that is attributable to the Champion Excess Plan, the Champion Supplemental Plan, or the Cameron Excess Plan shall be payable to an eligible Participant in the same manner and form, and coincident with, the benefits such Participant would have received under the Champion Excess Plan, the Champion Supplemental Plan, or the Cameron Excess Plan, as the case may be.


ARTICLE V


BENEFICIARIES


In the event a Participant dies before his interest under the Plan has been distributed to him in full, any remaining interest, or portion thereof, shall be distributed pursuant to Article IV to his Beneficiary who shall be the person designated as his beneficiary under the Cooper Salaried Plan, or if such interest is attributable to the Champion Excess Plan, the Champion Supplemental Plan, or the Cameron Excess Plan, his Beneficiary shall be his beneficiary pursuant to the terms of the Champion Excess Plan, the Champion Supplemental Plan or the Cameron Excess Plan, as the case may be.


ARTICLE VI


ADMINISTRATIVE PROVISIONS
6.1 ADMINISTRATION. The Plan shall be administered by the Local Administrative


-6- 8 Committee under the Cooper Salaried Plan which shall administer it in a manner consistent with the administration of the Cooper Salaried Plan, as from time to time amended, except that the Plan shall be administered as an unfunded plan not intended to meet the qualification requirements of Section 401 of the Code.


6.2 POWERS AND AUTHORITIES OF THE COMMITTEE. The Local Administrative Committee shall have full power and authority to interpret, construe and administer the Plan and its interpretations and construction hereof, and actions hereunder, including the timing, form, amount, or recipient of any payment to be made hereunder, shall be binding and conclusive on all persons for all purposes. The Local Administrative Committee may delegate any of its powers, authorities, or responsibilities for the operation and administration of the Plan to any person or committee so designated in writing by it and may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder. No member of the Local Administrative Committee shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan unless attributable to his own willful misconduct or lack of good faith. Members of the Local Administrative Committee shall not participate in any action or determination regarding their own benefits, if any, payable under the Plan.


6.3 INDEMNIFICATION. In addition to whatever rights of indemnification a member of the Local Administrative Committee or the Plans Administration Committee, or any other person or persons to whom any power, authority, or responsibility is delegated pursuant to Section 6.2, may be entitled under the articles of incorporation, regulations, or by-laws of the Company, under any provision of law, or under any other agreement, the Company shall satisfy any liability actually and reasonably incurred by any such member or such other person


-7- 9 or persons, including expenses, attorneys' fees, judgments, fines, and amounts paid in settlement, in connection with any threatened, pending, or completed action, suit, or proceeding which is related to the exercise or failure to exercise by such member or such other person or persons of any of the powers, authority, responsibilities, or discretion provided under the Plan.


ARTICLE VII


AMENDMENT AND TERMINATION


The Company reserves the right to amend or terminate the Plan at any time by action of the Plans Administration Committee; provided, however, that no such action shall adversely affect any Participant who is receiving supplemental benefits under the Plan or who has accrued a supplemental benefit under the Plan, unless an equivalent benefit is otherwise provided under another plan or program sponsored by the Company.


ARTICLE VIII


ADOPTION BY SUBSIDIARIES


Any subsidiary of the Company which at the time is not an Employer may, with the consent of the Company, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed pursuant to the authority of its Board of Directors and filed with the Company.


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ARTICLE IX


MISCELLANEOUS


9.1 Non-Alienation of Retirement Rights or Benefits. No benefit under the Plan shall at any time be subject in any manner to alienation or encumbrance. If any Participant or Beneficiary shall attempt to, or shall, alienate or in any way encumber his rights or benefits under the Plan, or any part thereof, or if by reason of his bankruptcy or other event happening at any time any such benefits would otherwise be received by anyone else or would not be enjoyed by him, his interest in all such benefits shall automatically terminate and the same shall be held or applied to or for the benefit of such person, his spouse, children, or other dependents as the Local Administrative Committee may select.


9.2 PAYMENT OF BENEFITS TO OTHERS. If any Participant or Beneficiary to whom a retirement benefit is payable is unable to care for his affairs because of illness or accident, any payment due (unless prior claim therefor shall have been made by a duly qualified guardian or other legal representative) may be paid to the spouse, parent, brother, or sister, or any other individual deemed by the Local Administrative Committee to be maintaining or responsible for the maintenance of such person. Any payment made in accordance with the provisions of this Section 9.2 shall be a complete discharge of any liability of the Plan with respect to the benefit so paid.


9.3 PLAN NON-CONTRACTUAL. Nothing contained herein shall be construed as a commitment or agreement on the part of any person employed by an Employer to continue his employment with an Employer, and nothing herein contained shall be construed as a commitment on the part of an Employer to continue the employment or the annual rate of compensation of any such person for any period, and all Participants shall remain subject to


-9- 11 discharge to the same extent as if the Plan had never been established.


9.4 FUNDING. In order to provide a source of payment for its obligations under the Plan, the Company may establish a trust fund. Subject to the provisions of the trust agreement governing such trust fund, the obligation of an Employer under the Plan to provide a Participant or a Beneficiary with a benefit constitutes the unsecured promise of such Employer to make payments as provided herein, and no person shall have any interest in, or a lien or prior claim upon, any property of the Employer.


9.5 CONTROLLING STATUS. No Participant shall be eligible for a supplemental retirement benefit under the Plan unless such Participant is a Participant on the date of his retirement, death, or other termination of employment.


9.6 CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no event be construed as giving any person, firm or corporation any legal or equitable right as against an Employer, its officers, employees, or directors, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.


9.7 SEVERABILITY. The invalidity or unenforceability of any particular provision of the Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted herefrom.


9.8 GOVERNING LAW. The provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio.


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* * *


EXECUTED at Houston, TX, this 27th day of February, 1992.


COOPER INDUSTRIES, INC.


By /s/Lawrence H. Polsky
---------------------------------
Title:


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FIRST AMENDMENT
TO THE
COOPER INDUSTRIES, INC.
SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN


WHEREAS, Cooper Industries, Inc. ("Cooper") maintains the Cooper Industries, Inc. Supplemental Excess Defined Benefit Plan (the "Plan"), which is a supplemental retirement plan for the benefit of a select group of management employees employed by Cooper; and


WHEREAS, Cooper and Belden Wire & Cable Company ("BW&C") entered into a certain Asset Transfer Agreement on July 26, 1993, under which certain assets of Cooper were to be transferred to BW&C and in conjunction therewith certain liabilities under the Plan for employees of BW&C and certain active and former employees of Cooper were to be transferred and spun-off to by a separate plan maintained by BW&C known as the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan as of August 1, 1993;


NOW, THEREFORE, the Plan is hereby amended, as of August 1, 1993, in the respects hereinafter set forth to reflect such spin-off.


1. Section 1.1(j) of the Plan is hereby amended by the addition of the following sentence at the end thereof to provide as follows:


As of August 1, 199 ...