Exhibit 10.28
Amendment
To the
Standard & Poor’s Employee Retirement Plan Supplement
Effective
as of January 1, 2010, the Standard & Poor’s Employee Retirement Plan
Supplement (the “S&P Supplement”), amended and
restated as of January 1, 2008, unless
otherwise provided, is amended as set forth below:
1. Article 5 of the S&P Supplement is amended to incorporate new Section 5.05, as set
forth below:
Section 5.05. Distribution of
Benefits Due to FICA. If any Benefits under
this Plan are taxable to a Participant under the Federal Insurance Contributions
Act (FICA) (as a result of Section 3101, 3121(a) or 3121(v)(2) of the Code or
any successor provisions) (the “FICA Tax”) prior to the date the Benefits become
payable to the Participant in accordance With terms of this Plan, then the
Company may determine, in its sole discretion, that a lump sum
distribution shall be made from this Plan in an amount equal to: (i) the FICA Tax
payable on any such Benefits; (ii) the income tax at source on wages imposed under
Section 3401 of the Code or the corresponding withholding provisions of
applicable state, local or foreign tax laws as a result of the
payment of the FICA Tax under subsection (i) of this Section 5.05 of the plan;
plus (iii) the additional income tax at source on wages attributable
to the pyramiding Section 3401 of the Code wages and taxes, in
accordance with
Section 409A of the Code (the amounts under subsections (i), (ii) and (iii)
collectively, the “Accelerated Tax Payment”). The total
amount of any accelerated distributions for a Participant must not
exceed the aggregate of the FICA amount and the income tax withholding related to
such FICA amount.
In the event that the Accelerated Tax Payment is distributed, the Participant’s
Benefit shall be reduced by such Accelerated Tax Payment.
* * * * *
Except as set forth herein, the S&P Supplement remains in full force and effect