8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2013

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-9618	36-3359573
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2701 Navistar Drive Lisle, Illinois		60532
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (331)332-5000

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICER

Amendments to Navistar Retirement and Savings Plans

On December 12, 2013, the Navistar, Inc. Board of Directors approved amendments to certain employee benefit plans in which certain named executive officers participate. Specifically, amendments were approved to the Navistar, Inc. Managerial Retirement Objective, the Navistar, Inc. Supplement Retirement Accumulation Plan, and to the Navistar, Inc. Supplemental Executive Retirement Plan (collectively, the “Amendments”).

The Amendments include:

• Benefits under the Navistar, Inc. Managerial Retirement Objective will be frozen, effective December 31, 2013

• Eligibility to participate in the Supplement Retirement Accumulation Plan will be expanded to cover participants in the Navistar, Inc. Managerial Retirement Objective whose benefits are frozen, effective December 31, 2013

• Changes to the Supplemental Executive Retirement Plan that are intended to have such plan conform with changes made to the Navistar, Inc. Managerial Retirement Objective and the Supplement Retirement Accumulation Plan

The foregoing summary of the Amendments is qualified in its entirety by reference to the copies of the Amendments which are filed herewith.

Approval of Annual Incentive Plan Criteria

In addition to the Amendments, on December 16, 2013, the Compensation Committee of Navistar International Corporation (“Compensation Committee”) approved the Annual Incentive Plan Criteria for fiscal year 2014 for certain employees, including its principal executive officer, principal financial officer and other named executive officers (the “2014 Annual Incentive Awards”).

The Annual Incentive Plan rewards performance based upon the following three financial metrics: 1) market share, weighted at 20% 2) EBITDA, weighted at 40%, and 3) total manufacturing cash, weighted at 40%. The named executive officers are assigned the following Target Award (Percentage of base salary) for fiscal year 2014 Annual Incentive Awards:

Level	Target Award (Percentage)
CEO	90.0%
12	75.0%
11	65.0%

Awards are based upon the success of these metrics. Awards are calculated as illustrated in the table below:

Base Salary x Target
Award (Percentage) x Metric
Weight x Metric
Performance Factor = Final
Award

The payout multiple of a participant’s Target Award is as follows:

Payout Multiple of Target Award Percentage

Threshold	25	%
Target	100	%
Distinguished	150	%
Super Distinguished	200	%

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
10.1	Second Amendment to the Navistar, Inc. Supplemental Executive Retirement Plan.
10.2	Third Amendment to the Navistar, Inc. Managerial Retirement Objection Plan.
10.3	Fourth Amendment to the Navistar, Inc. Supplemental Retirement Accumulation Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NAVISTAR INTERNATIONAL CORPORATION
By:	/s/ Walter G. Borst
Name:	Walter G. Borst
Title:	Executive Vice President and Chief Financial Officer

Date: December 18, 2013

EXHIBIT INDEX

Exhibit No.	Description
10.1	Second Amendment to the Navistar, Inc. Supplemental Executive Retirement Plan.
10.2	Third Amendment to the Navistar, Inc. Managerial Retirement Objection Plan.
10.3	Fourth Amendment to the Navistar, Inc. Supplemental Retirement Accumulation Plan.

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO THE

NAVISTAR, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Navistar, Inc. (the “Company”) maintains the Navistar, Inc. Supplemental Executive Retirement Plan, as amended through July 31, 2008, and as subsequently amended through the First Amendment thereto (the “Plan”); and

WHEREAS, the Company reserves the right to amend the Plan pursuant to Section 6.1 therein.

NOW THEREFORE, by virtue and in exercise of the power to amend the Plan reserved to the Company under the Plan, the Plan is hereby amended, effective December 31, 2013, as follows:

1. Section 1.2 of the Plan (Annual Compensation) is amended by adding at the end of the first sentence therein, the following:

“, as in effect prior to December 31, 2013. For the avoidance of doubt, “Final Average Compensation” shall be determined under the Managerial Retirement Objective Plan as if benefit accruals did not cease thereunder as of December 31, 2013”

2. Section 1.8 of the Plan (Credited Service) is amended by adding at the end of the first sentence therein, the following:

“, as in effect prior to December 31, 2013 (and by extension, the RPSE, as in effect prior to said date). For the avoidance of doubt, “Credited Service” shall be determined under the Managerial Retirement Objective Plan as if benefit accruals did not cease thereunder as of December 31, 2013 (and by extension, under the RPSE, as if Credited Service did not cease thereunder as of December 31, 2004 or December 31, 2013, as applicable)”

3. Section 1.11 of the Plan (Final Average Compensation) is amended by adding at the end thereof, the following:

“For purposes of this Section 1.11, the term “Managerial Retirement Objective Plan” shall mean the Managerial Retirement Objective Plan as in effect prior to December 31, 2013. For the avoidance of doubt, “Final Average Compensation” shall be determined under the Managerial Retirement Objective Plan as if benefit accruals did not cease as of December 31, 2013.”

4. Section 1.20 of the Plan (Social Security Benefit) is amended by adding at the end of the first sentence thereof, the following:

“, as in effect prior to December 31, 2013; and for purposes of Section 9 of the Plan, as described in Section 9.4 therein. For the avoidance of doubt, the Primary Social Security Benefit shall be determined under the RPSE as if it were not frozen”

5. Subsection 4.1(d)(2) of the Plan is amended to read in its entirety as follows:

“(2) With respect to any Participant who first became (or would have become) a Participant (without regard to whether such individual had then attained age 55) on or after January 1, 2012, a notional amount equal to twelve times the quantity (that is, an annualized amount) computed by applying the formula described in Section 4.1 of the Navistar, Inc. Managerial Retirement Objective Plan (the “MRO Plan”); provided that in lieu of Formula Benefit Service under the MRO Plan, Credited Service under the Plan will be used and, provided further, that:

(i) if the SRAP Participant is a “January 1, 2014 MRO Participant” (as defined in Section 1.16A of the SRAP), then the Credited Service used in such formula shall be limited to the portion of such Credited Service accrued by such Participant from the later of January 1, 2014 or the date the Participant commenced (or would have commenced) participation in the Plan (without regard to whether such individual had then attained age 55) to his/her Actual Retirement Date (or his/her date of death in the case of a Participant who dies before he/she actually Retires); or

(ii) if the SRAP Participant is neither a “January 1, 2014 MRO Participant” nor a “Former MRO Participant” (as defined in Section 1.16 of the SRAP), then the Credited Service used in such formula shall be limited to the portion of such Credited Service accrued by such Participant from the later of January 1, 2005 (that is, the Effective Date of the SRAP) or the date the Participant commenced (or would have commenced) participation in the Plan (without regard to whether such individual had then attained age 55) to his/her Actual Retirement Date (or his/her date of death in the case of a Participant who dies before he/she actually Retires).”

6. Subsection 9.2 of the Plan is amended by replacing the clause therein:

“computed in the same manner as is used to compute a deferred vested pension under the RPSE, except that the deferred vested benefit so computed shall be reduced by 50% of the individual’s Social Security Benefit, in lieu of the percentage specified in the RPSE, and shall be further reduced by the amounts in Subsections 4.1(c) and (d) of the Plan.”

With the following:

“computed pursuant to Section 9.4, and the monthly deferred vested benefit so computed shall be reduced by one-twelfth of the amounts in Subsections 4.1(c) and (d) of the Plan.”

7. Section 9 of the Plan is amended by adding a new Section 9.4 at the end thereof as follows:

“9.4 Amount of Deferred Vested Benefit.

(a) The monthly deferred vested benefit commencing at or after age 65 hereunder shall be equal to one-twelfth of:

(i) an employee’s projected normal retirement “objective” under the Plan (as computed under Subsection 4.1(a)) based upon the employee’s Credited Service projected to age 65 and Final Average Compensation, determined as of age 65, assuming the employee’s annual base salary at termination will continue unchanged to such age, multiplied by

(ii) a fraction, the numerator of which is the employee’s years of Credited Service as of the date of termination and the denominator of which is the employee’s projected total years of Credited Service to age 65, with such resulting amount reduced by

(iii) an amount equal to the annual Social Security Benefit payable at age 65 to the employee (assuming the employee’s annual base salary plus annualized cost of living allowance, if any, at termination were to continue unchanged to such age and would be treated as earnings for Social Security Benefit purposes), first multiplied by 50%, but with such resulting amount limited, if necessary, so that it does not exceed 50% of the employee’s “objective” determined under subparagraph (i) above, and then further multiplied by the fraction determined in subparagraph (ii) above.

(b) In determining the amount of deferred vested benefit payable commencing at an age prior to age 65, the early commencement percentage factors used for such purpose under the Formula Benefit Part of the RPSE shall be used to reduce the amount determined under paragraph (a) of this Section 9.4.”

EX-10.2

Exhibit 10.2

THIRD AMENDMENT TO THE

NAVISTAR, INC.

MANAGERIAL RETIREMENT OBJECTION PLAN

WHEREAS, Navistar, Inc. (the “Company”) maintains the Navistar, Inc. Managerial Retirement Objective Plan, as amended through July 31, 2008 (the “Plan”);

WHEREAS, the Company desires to cease all benefit accruals under the Plan, effective December 31, 2013; and

WHEREAS, the Company reserves the right to amend the Plan pursuant to Section 7.3 therein.

NOW THEREFORE, by virtue and in exercise of the power to amend the Plan reserved to the Company under the Plan, the Plan is hereby amended, effective December 31, 2013 (or as otherwise specified herein), as follows:

1. By adding a new Paragraph at the end of the “Introduction” section of the Plan, as follows:

“Cessation of All Benefit Accruals as of December 31, 2013

Notwithstanding any other provision of the Plan, effective December 31, 2013, all benefit accruals under the Plan shall cease (as further described in Sections 1.20, 2.3, 2.4, 4.3, 10.1, and 10.3).”

2. By amending Section 1.20 of the Plan by adding the following at the end thereof:

“Notwithstanding the forgoing, for any employee who Retires or otherwise terminates employment after December 31, 2013, such employee’s monthly Social Security Benefit for purposes of determining the offset in Subsections 4.1(b) or 10.3(a) shall be determined using such laws as in effect at December 31, 2013, and assuming (a) for purposes of Subsection 4.1(b) that there are no Social Security earnings (or earning for purposes of the aforementioned Canadian plans or programs, as applicable) or estimated compensation after said date, and (b) for purposes of Subsection 10.3(a), as described in Subsection 10.3(a)(iii).”

3. By amending Section 2.3 of the Plan by replacing the clause therein:

“provided, however, that this Section 2.3 shall not apply to an Employee or former Employee who, as of December 31, 2004:”

with the following:

“provided, however, that this Section 2.3 shall not apply, but Section 2.4 shall apply, to an Employee or former Employee who, as of December 31, 2004:”

4. By amending Section 2.3 of the Plan by replacing the clause therein:

“unless and until such Employee or former Employee returns to active employment with the Company or a Participating Company.”

with the following:

“unless and until such Employee or former Employee returns to active employment with the Company or a Participating Company on or before December 31, 2013.”

5. By adding at the end of Section 2 of the Plan a new Section 2.4, as follows:

“2.4 Special Rules for Certain Participants Who Were Receiving Long Term Disability Benefits or Who Had Been Involuntarily Terminated and Were Eligible for “Grow In” On December 31, 2013, Whose Actual Retirement Dates are Subsequent to January 1, 2014

Effective December 31, 2013:

(a) An Employee or former Employee who is described in and subject to the provisions of paragraphs (1) or (2) of Section 2.3 on December 31, 2013, whose Actual Retirement Date does not occur on or before January 1, 2014, shall cease accruing Formula Benefit Service as of December 31, 2013.

(b) Any other Employee or former Employee who is receiving (or is eligible to receive) a long term disability benefit under a program of the Company or a Participating Company (as described in Section 3.3) on December 31, 2013, whose Actual Retirement Date does not occur on or before January 1, 2014, shall cease accruing Formula Benefit Service as of December 31, 2013.

(c) Any other Employee or former Employee who has been involuntarily terminated on or before December 31, 2013, and is eligible for “Grow In” to early retirement under Section 3.2 pursuant to Section 9, whose Actual Retirement Date does not occur on or before January 1, 2014, shall cease accruing Formula Benefit Service as of December 31, 2013. For the avoidance of doubt, with regard to such an Employee or former Employee who would, but for the cessation of benefit accruals effective December 31, 2013, accrue Credited Service and Formula Benefit Service after December 31, 2013 pursuant to Section 8.10(d) of the Formula Benefit Part of the RPSE, such Employee’s or former Employee’s Credited Service and Formula Benefit Service as of December 31, 2013, shall include credit for the maximum credited hours (not to exceed 1,530 hours) related to such layoff, pursuant to Section 1.1(g) of Part D of the RPSE.”

6. By amending the first sentence of the first paragraph in Section 4.3 of the Plan to read in its entirety as follows:

“ “Final Average Compensation” shall mean an Employee’s average annual base salary plus certain short-term incentive awards, as designated by the Plan Administrator in its discretion, in the highest consecutive 60-month period during the 120-month period prior to the earlier of (1) his/her Actual Retirement Date or (2) January 1, 2014, except as provided in (a) and (b), below.”

7. By amending paragraphs (a) and (b) in Section 4.3 of the Plan to read in their entirety as follows:

“(a) For an Employee described in Section 3.3, the 120-month period described above shall be the 120-month period prior to the earlier of (1) the expiration of salary continuation or (2) January 1, 2014, and

(b) For an Employee described in Section 9.1, the 120-month period described above shall be the 120-month period prior to the earlier of (1) the last day worked or (2) January 1, 2014.”

8. By amending the last paragraph in Section 4.3 of the Plan to read in its entirety as follows:

“Enhanced Final Average Compensation” shall mean, for certain Participants as described in Section 4.9, the Participant’s Final Average Compensation determined in accordance with the foregoing provisions of this Section 4.3 by substituting for the “120-month period” described above the “period from January 1, 1995 to the earlier of (1) the Participant’s Actual Retirement Date or (2) January 1, 2014”; provided, however, that for purposes of applying paragraph (a), above, in determining the Enhanced Final Average Compensation, such substituted 120-month period shall instead be the “period from January 1, 1995 to the earlier of (1) the expiration of salary continuation or (2) January 1, 2014” and for purposes of applying paragraph (b), above, in determining the Enhanced Final Average Compensation, such substituted 120-month period shall instead be the “period from January 1, 1995 to the earlier of (1) the last day worked or (2) January 1, 2014.”

9. By amending Paragraph (c) in Section 10.1 of the Plan by replacing the clause therein:

“computed in the same manner as is used to compute a deferred vested pension under the RPSE, except that “annual base salary plus the annual average of the short-term incentive compensation paid to the Employee during the 60-month period prior to the date of termination” shall be used in lieu of “annual base salary,” and the deferred vested allowance so computed shall be reduced by the amount of the deferred vested pension under the RPSE (without regard to an Employee’s election of a cash refund under the RPSE) and such other amounts under Section 4.1(c).”

with the following:

“computed pursuant to Section 10.3, and the monthly deferred vested allowance so computed shall be reduced by the monthly amount of the deferred vested pension under the RPSE (without regard to an Employee’s election of a cash refund under the RPSE) and the monthly amount of such other amounts under Section 4.1(c).”

10. By amending Section 10 of the Plan by adding a new Section 10.3 at the end thereof as follows:

“10.3 Amount of Deferred Vested Allowance.

(a) The monthly deferred vested allowance commencing at or after age 65 hereunder shall be equal to one-twelfth of:

(i) an employee’s projected normal retirement MRO (as computed under Subsection 4.1(a)) based upon the employee’s Formula Benefit Service (as of December 31, 2013), projected to age 65, and Final Average Compensation, determined as of age 65, assuming the employee’s annual base salary at the earlier of (A) age 65 or (B) December 31, 2013, plus the annual average of the short-term incentive compensation paid to the Employee during the 60-month period prior to the earlier of (A) age 65 or (B) December 31, 2013, will continue unchanged to such age, multiplied by

(ii) a fraction, the numerator of which is the employee’s years of Credited Service as of the date of termination and the denominator of which is the employee’s projected total years of Credited Service to age 65, with such resulting amount reduced by

(iii) an amount equal to the annual Social Security Benefit as of the earlier of (A) age 65 or (B) December 31, 2013, payable at age 65 to the employee (assuming the employee’s annual base salary plus annualized cost of living allowance, if any, at the earlier of (A) age 65 or (B) December 31, 2013 were to continue unchanged to such age and would be treated as earnings for Social Security purposes), first multiplied by the lesser of (A) 60 percent, or (B) 1.7 percent multiplied by the employee’s number of years of Formula Benefit Service (as of December 31, 2013), projected to age 65, but with such resulting amount limited, if necessary, so that it does not exceed 50% of the employee’s MRO determined under subparagraph (i) above, and then further multiplied by the fraction determined in subparagraph (ii) above.

(iv) In determining the fraction in subparagraph (ii) of this Section 10.3, the amount of “Credited Service as of the date of termination” and “projected total years of Credited Service to age 65” shall include Credited Service accrued subsequent to December 31, 2013, notwithstanding any other provisions of the Plan to the contrary.

(v) For purposes of subparagraph (iii) of this Section 10.3, the amount of the annual Social Security Benefit as of December 31, 2013, payable at age 65 to the employee shall be determined using the laws as in effect at December 31, 2013, and assuming that the employee’s earnings for Social Security (or CPP, QPP, and/or Canadian Old Age Security Act, as applicable) purposes subsequent to said date shall be based on such employee’s annual base salary plus annualized cost of living, if any, as of said date.

(b) In determining the amount of deferred vested allowance payable commencing at an age prior to age 65, the early commencement percentage factors used for such purpose under the Formula Benefit Part of the RPSE shall be used to reduce the amount determined under paragraph (a) of this Section 10.3.”

* * *

EX-10.3

Exhibit 10.3

FOURTH AMENDMENT TO THE

NAVISTAR, INC.

SUPPLEMENTAL RETIREMENT ACCUMULATION PLAN

WHEREAS, Navistar, Inc. (the “Company”) maintains the Navistar, Inc. Supplemental Retirement Accumulation Plan, as amended through July 31, 2008, and as subsequently amended through the Third Amendment thereto (the “Plan”);

WHEREAS, the Company desires to expand the category of executives who will be eligible to participate in the Plan on and after January 1, 2014; and

WHEREAS, the Company has reserved the right to amend the Plan pursuant to Section 5.1 therein;

NOW THEREFORE, by virtue and in exercise of the power to amend reserved to the Company, the Plan is hereby amended, effective January 1, 2014, (or as otherwise indicated) as follows:

1. Section 1.12 of the Plan is amended by adding the following paragraph at the end thereof:

“Notwithstanding the exception in the first sentence in the preceding paragraph, effective January 1, 2014, “Eligible Employees” shall include “January 1, 2014 MRO Participants” (as defined in Section 1.16A of the Plan).”

2. Section 1.16 of the Plan is amended by adding the following to the end thereof:

“For the avoidance of doubt, “January 1, 2014 MRO Participants” (as defined in Section 1.16A) are not “Former MRO Participants.”

3. Article 1 of the Plan is amended by adding a new Section 1.16A following Section 1.16 thereof, as follows:

“1.16A January 1, 2014 MRO Participant shall mean the Chief Executive Officer of the Company or the Parent or such other management employee of the Company or a Participating Company who is employed in Organization Level 7 or above (or equivalent, as determined by the Administrator) who, immediately prior to January 1, 2014, was eligible to accrue benefits under the MRO (determined without regard to whether such individual is eligible to actually retire under the MRO and receive benefits thereunder at any time on or after January 1, 2014). (Of necessity, in accordance with the provisions of the MRO, such January 1, 2014 MRO Participant will have a date of birth that is on or prior to January 1, 1960.)”

4. The Plan is amended by adding a special supplement, Supplement B, to the Plan as follows:

“SUPPLEMENT B

Special Transition Provisions for January 1, 2014 MRO Participants

Article I-Purpose and Background

1.1 Purpose, Use of Terms. The purpose of this Supplement B is to set forth the special transition provisions that apply to certain January 1, 2014 MRO Participants (as defined in Section 1.16A of the Plan). Of necessity, in accordance with the provisions of the MRO, any January 1, 2014 MRO Participant will have a date of birth that is on or prior to January 1, 1960. The purpose of this Supplement B is to set forth the special transition provisions that apply with regard to any such Participant whose date of birth is subsequent to January 1, 1959; such special transition provisions shall apply from the Effective Date of this Supplement until such time as any such Participant attains age fifty-five (55) (which, by necessity, shall occur on or prior to January 1, 2015). Except where the context indicates to the contrary, terms used and defined in the Plan shall have the same respective meanings for purposes of this Supplement B. Notwithstanding the foregoing, however, for purposes of this Supplement B, the terms or expressions “January 1, 2014 MRO Participant,” “MRO Participant” and “Participant in the MRO” (or words to that effect) shall mean an individual eligible to participate in the MRO pursuant to Section 2 of the MRO, without regard to whether such individual has reached his or her Actual Retirement Date. Participants covered by this Supplement B will hereinafter be referred to as “Supplement B Participants”

1.2 Effective Date and Duration of this Supplement. This Supplement B shall be effective January 1, 2014.

1.3 Definition of “Retirement”. For purposes of Section 1.25 of the Plan, the term “Retirement” shall include the date on which the following event occurs: attainment of age 55, in the case of a Supplement B Participant, upon an involuntary Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2014, unrelated to a Change in Control.

1.4 Vesting of Accounts. For purposes of Section 3.2 of the Plan, all amounts credited to a Participant’s Account shall be vested and nonforfeitable, in the case of any Supplement B Participant, upon an involuntary Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2014, (if not already so vested and nonforfeitable at the time of such event under the standard provisions of Section 3.2 of the Plan, that is, without regard to this Supplement B).

1.5 Termination and Forfeiture. For purposes of Section 4.2 of the Plan, in the case of any Supplement B Participant, in the event of an involuntary Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2014, the Participant’s Account shall not be forfeited in accordance with Section 3.2, and benefits, if any, otherwise owed under the Plan to the Participant or, following the Participant’s death, his or her Beneficiaries, shall be payable.

1.6 Death Benefit. The provisions of Section 4.3 of the Plan shall also apply with respect to a Supplement B Participant who dies on or after an involuntarily Termination of

Employment (for reasons other than Cause) occurring on or after January 1, 2014, unrelated to a Change in Control, but prior to the date on which all amounts then credited to his or her Account have been fully distributed in accordance with the terms of the Plan.

1.7 Amendment and Termination of the Plan. For purposes of Section 5.1 of the Plan in the event of the amendment or termination of the Plan, unless and to the extent otherwise required by applicable law, no such amendment or termination may reduce the Account balance immediately preceding the date on which it is adopted or becomes effective, whichever is later, with respect to any Supplement B Participant. If the Company terminates the Plan, in part or its entirety, notwithstanding any other provision of the Plan to the contrary, additional Years of Service or age for such Supplement B Participant shall be credited under the Plan for the purpose of determining such affected Supplement B Participant’s eligibility for Retirement with respect to the period after the effective date of such Plan termination.

1.8 Payment on Death. For purposes of Section 2.4 of Supplement A of the Plan, the description in paragraph (1) of subsection (a) of said Section 2.4 shall be expanded to include the following:

“or a January 1, 2014 MRO Participant who dies prior to Retirement on or after an involuntarily Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2014, unrelated to a Change in Control,”

1.9 Conflicts between the Plan and this Supplement. This Supplement B together with the Plan comprises the Plan with respect to the employees and amounts covered under this Supplement. In the event of any inconsistencies between the provisions of the Plan and the provisions of this Supplement B, the terms and provisions of this Supplement B shall supersede the other provisions of the Plan to the extent necessary to eliminate such inconsistencies.”