Momentive Performance Materials Inc. (Form: 8-K, Received: 01/06/2012 16:14:51)

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 30, 2011

MOMENTIVE PERFORMANCE MATERIALS INC.

(Exact name of registrant as specified in its charter)




Delaware	333-146093	20-5748297
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

22 Corporate Woods Blvd.

Albany, NY 12211

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (518) 533-4600

Not Applicable

(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 ( see General Instruction A.2. below):



¨	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 Officers

Item 5.02(e)

On December 30, 2011, the Momentive Performance Materials Inc. Supplementary Pension Plan was amended and restated to freeze plan benefits effective December 31, 2011 and make certain other changes to the plan (such plan as amended and restated, the “Amended SPP”). The Amended SPP also grandfathers certain executives who do not yet meet all the eligibility requirements as of December 31, 2011, provides for vesting of participants in the event of an involuntary termination of employment without cause prior to age 60, and prohibits amendments to the plan that would reduce accrued or unvested benefits. 44 current and former executives of the Company currently have accrued pension benefits under the Amended SPP. In addition, effective as of January 1, 2012, the Company adopted a new non-qualified supplemental executive retirement plan (the “SERP”) for certain of its executives and other highly compensated employees. The Company will provide an annual contribution of 5% of eligible earnings above the IRS limit for contributions to a qualified pension plan for employees eligible for participation in the SERP, which will be unfunded. The first contribution to the SERP will be made in the second quarter of 2013.

The foregoing summaries of the Amended SPP and SERP are qualified in their entirety by reference to the full text of the Amended SPP and SERP, which are filed as exhibits hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit		Description
99.1		Amended and Restated Momentive Performance Materials Inc. Supplementary Pension Plan, effective December 31, 2011
99.2		Momentive Performance Materials Inc. Supplemental Executive Retirement Plan, effective January 1, 2012

SIGNATURE

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.




MOMENTIVE PERFORMANCE MATERIALS INC.

By:		/s/ William H. Carter
Name:		William H. Carter
Title:		Executive Vice President and Chief Financial Officer

Date: January 6, 2012

EXHIBIT INDEX



Exhibit		Description
99.1		Amended and Restated Momentive Performance Materials Inc. Supplementary Pension Plan, effective December 31, 2011
99.2		Momentive Performance Materials Inc. Supplemental Executive Retirement Plan, effective January 1, 2012

Exhibit 99.2

Momentive Performance Materials Inc. Supplemental Executive Retirement Plan

(Effective as of January 1, 2012)

IMPORTANT NOTE

This document has not been approved by the Department of Labor, Internal Revenue Service or any other governmental entity. An adopting Employer must determine whether the Plan is subject to the Federal securities laws and the securities laws of the various states. An adopting Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under Title I of the Employee Retirement Income Security Act of 1974, as amended, with respect to the Employer’s particular situation. Fidelity Employer Services Company, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. This document should be reviewed by the Employer’s attorney prior to execution.

TABLE OF CONTENTS

PREAMBLE

ARTICLE 1 – GENERAL


1.1	Plan


1.2	Effective Dates


1.3	Amounts Not Subject to Code Section 409A

ARTICLE 2 – DEFINITIONS


2.1	Account


2.2	Administrator


2.3	Adoption Agreement


2.4	Beneficiary


2.5	Board or Board of Directors


2.6	Bonus


2.7	Change in Control


2.8	Code


2.9	Compensation


2.10	Director


2.11	Disabled


2.12	Eligible Employee


2.13	Employer


2.14	ERISA


2.15	Identification Date


2.16	Key Employee


2.17	Participant


2.18	Plan


2.19	Plan Sponsor


2.20	Plan Year


2.21	Related Employer


2.22	Retirement


2.23	Separation from Service


2.24	Unforeseeable Emergency


2.25	Valuation Date


2.26	Years of Service

ARTICLE 3 – PARTICIPATION


3.1	Participation


3.2	Termination of Participation

ARTICLE 4 – PARTICIPANT ELECTIONS


4.1	Deferral Agreement


4.2	Amount of Deferral


4.3	Timing of Election to Defer


4.4	Election of Payment Schedule and Form of Payment

ARTICLE 5 – EMPLOYER CONTRIBUTIONS


5.1	Matching Contributions


5.2	Other Contributions

ARTICLE 6 – ACCOUNTS AND CREDITS


6.1	Establishment of Account


6.2	Credits to Account

ARTICLE 7 – INVESTMENT OF CONTRIBUTIONS


7.1	Investment Options


7.2	Adjustment of Accounts

ARTICLE 8 – RIGHT TO BENEFITS


8.1	Vesting


8.2	Death


8.3	Disability

ARTICLE 9 – DISTRIBUTION OF BENEFITS


9.1	Amount of Benefits


9.2	Method and Timing of Distributions


9.3	Unforeseeable Emergency


9.4	Payment Election Overrides


9.5	Cashouts of Amounts Not Exceeding Stated Limit


9.6	Required Delay in Payment to Key Employees


9.7	Change in Control


9.8	Permissible Delays in Payment


9.9	Permitted Acceleration of Payment

ARTICLE 10 – AMENDMENT AND TERMINATION


10.1	Amendment by Plan Sponsor


10.2	Plan Termination Following Change in Control or Corporate Dissolution


10.3	Other Plan Terminations

ARTICLE 11 – THE TRUST


11.1	Establishment of Trust


11.2	Grantor Trust


11.3	Investment of Trust Funds

ARTICLE 12 – PLAN ADMINISTRATION


12.1	Powers and Responsibilities of the Administrator


12.2	Claims and Review Procedures


12.3	Plan Administrative Costs

ARTICLE 13 – MISCELLANEOUS


13.1	Unsecured General Creditor of the Employer


13.2	Employer’s Liability


13.3	Limitation of Rights


13.4	Anti-Assignment


13.5	Facility of Payment


13.6	Notices


13.7	Tax Withholding


13.8	Indemnification


13.9	Successors


13.10	Disclaimer


13.11	Governing Law

PREAMBLE

The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended, or a combination of both. The Plan is further intended to conform with the requirements of Internal Revenue Code Section 409A and the final regulations issued thereunder and shall be interpreted, implemented and administered in a manner consistent therewith.

ARTICLE 1 – GENERAL


1.1	Plan. The Plan will be referred to by the name specified in the Adoption Agreement.


1.2	Effective Dates.


(a)	Original Effective Date. The Original Effective Date is the date as of which the Plan was initially adopted.


(b)	Amendment Effective Date. The Amendment Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated. Except to the extent otherwise provided herein or in the Adoption Agreement, the Plan shall apply to amounts deferred and benefit payments made on or after the Amendment Effective Date.


(c)	Special Effective Date. A Special Effective Date may apply to any given provision if so specified in Appendix A of the Adoption Agreement. A Special Effective Date will control over the Original Effective Date or Amendment Effective Date, whichever is applicable, with respect to such provision of the Plan.


1.3	Amounts Not Subject to Code Section 409A

Except as otherwise indicated by the Plan Sponsor in Section 1.01 of the Adoption Agreement, amounts deferred before January 1, 2005 that are earned and vested on December 31, 2004 will be separately accounted for and administered in accordance with the terms of the Plan as in effect on December 31, 2004.

ARTICLE 2 – DEFINITIONS

Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise. Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1

“Account” means an account established for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participant’s Beneficiary pursuant to the Plan.


2.2	“Administrator” means the person or persons designated by the Plan Sponsor in Section 1.05 of the Adoption Agreement to be responsible for the administration of the Plan. If no Administrator is designated in the Adoption Agreement, the Administrator is the Plan Sponsor.


2.3	“Adoption Agreement” means the agreement adopted by the Plan Sponsor that establishes the Plan.


2.4	“Beneficiary” means the persons, trusts, estates or other entities entitled under Section 8.2 to receive benefits under the Plan upon the death of a Participant.


2.5	“Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.


2.6	“Bonus” means an amount of incentive remuneration payable by the Employer to a Participant.


2.7	“Change in Control” means the occurrence of an event involving the Plan Sponsor that is described in Section 9.7.


2.8	“Code” means the Internal Revenue Code of 1986, as amended.


2.9	“Compensation” has the meaning specified in Section 3.01 of the Adoption Agreement.


2.10	“Director” means a non-employee member of the Board who has been designated by the Employer as eligible to participate in the Plan.

2.11

“Disabled” means a determination by the Administrator that the Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. A Participant will be considered Disabled if he is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.


2.12	“Eligible Employee” means an employee of the Employer who satisfies the requirements in Section 2.01 of the Adoption Agreement.


2.13	“Employer” means the Plan Sponsor and any other entity which is authorized by the Plan Sponsor to participate in and, in fact, does adopt the Plan.


2.14	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


2.15	“Identification Date” means the date as of which Key Employees are determined which is specified in Section 1.06 of the Adoption Agreement.


2.16	“Key Employee” means an employee who satisfies the conditions set forth in Section 9.6.


2.17	“Participant” means an Eligible Employee or Director who commences participation in the Plan in accordance with Article 3.


2.18	“Plan” means the unfunded plan of deferred compensation set forth herein, including the Adoption Agreement and any trust agreement, as adopted by the Plan Sponsor and as amended from time to time.


2.19	“Plan Sponsor” means the entity identified in Section 1.03 of the Adoption Agreement or any successor by merger, consolidation or otherwise.


2.20	“Plan Year” means the period identified in Section 1.02 of the Adoption Agreement.


2.21	“Related Employer” means the Employer and (a) any corporation that is a member of a controlled group of corporations as defined in Code Section 414(b) that includes the Employer and (b) any trade or business that is under common control as defined in Code Section 414(c) that includes the Employer.


2.22	“Retirement” has the meaning specified in 6.01(f) of the Adoption Agreement.

2.23

“Separation from Service” means the date that the Participant dies, retires or otherwise has a termination of employment with respect to all entities comprising the Related Employer. A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such longer period during which the Participant’s right to re-employment is provided by statute or contract. If the period of leave exceeds six months and the Participant’s right to re-employment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the six-month period. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence may be substituted for the six month period.

Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Related Employer and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36 month period (or the full period of services to the Related Employer if the employee has been providing services to the Related Employer for less than 36 months). If a Participant ceases providing services as an employee and begins to provide services to a Related Employer in the capacity of an independent contractor then a termination of employment shall be deemed to have occurred.

If a Participant provides services both as an employee and as a member of the board of directors of a corporate Related Employer (or an analogous position with respect to a noncorporate Related Employer), the services provided as a director are not taken into account in determining whether the Participant has incurred a Separation from Service as an employee for purposes of a nonqualified deferred compensation plan in which the Participant participates as an employee that is not aggregated under Code Section 409A with any plan in which the Participant participates as a director.

If a Participant provides services both as an employee and as a member of the board of directors of a corporate related Employer (or an analogous position with respect to a noncorporate Related Employer), the services provided as an employee are not taken into account in determining whether the Participant has experienced a Separation from Service as a director for purposes of a nonqualified deferred compensation plan in which the Participant participates as a director that is not aggregated under Code Section 409A with any plan in which the Participant participates as an employee.

All determinations of whether a Separation from Service has occurred will be made in a manner consistent with Code Section 409A and the final regulations thereunder.

2.24

“Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code section 152(b)(i), (b)(2) and (d)(i)(B); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.


2.25	“Valuation Date” means each business day of the Plan Year that the New York Stock Exchange is open.


2.26	“Years of Service” means each one year period for which the Participant receives service credit in accordance with the provisions of Section 7.01(d) of the Adoption Agreement.

ARTICLE 3 – PARTICIPATION


3.1	Participation. The Participants in the Plan shall be those Directors and employees of the Employer who satisfy the requirements of Section 2.01 of the Adoption Agreement.


3.2	Termination of Participation. The Administrator may terminate a Participant’s participation in the Plan in a manner consistent with Code Section 409A. If the Employer terminates a Participant’s participation before the Participant experiences a Separation from Service the Participant’s vested Accounts shall be paid in accordance with the provisions of Article 9.

ARTICLE 4 - PARTICIPANT ELECTIONS

4.1

Deferral Agreement. If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, each Eligible Employee and Director may elect to defer his Compensation within the meaning of Section 3.01 of the Adoption Agreement by executing in writing or electronically, a deferral agreement in accordance with rules and procedures established by the Administrator and the provisions of this Article 4.

A new deferral agreement must be timely executed for each Plan Year during which the Eligible Employee or Director desires to defer Compensation. An Eligible Employee or Director who does not timely execute a deferral agreement shall be deemed to have elected zero deferrals of Compensation for such Plan Year.

A deferral agreement may be changed or revoked during the period specified by the Administrator. Except as provided in Section 9.3 or in Section 4.01(c) of the Adoption Agreement, a deferral agreement becomes irrevocable at the close of the specified period.


4.2	Amount of Deferral. If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, an Eligible Employee or Director may elect to defer Compensation in any amount permitted by Section 4.01(a) of the Adoption Agreement.

4.3

Timing of Election to Defer. If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, each Eligible Employee or Director who desires to defer Compensation otherwise payable during a Plan Year must execute a deferral agreement within the period preceding the Plan Year specified by the Administrator. Each Eligible Employee who desires to defer Compensation that is a Bonus must execute a deferral agreement within the period preceding the Plan Year during which the Bonus is earned that is specified by the Administrator, except that if the Bonus can be treated as performance based compensation as described in Code Section 409A(a)(4)(B)(iii), the deferral agreement may be executed within the period specified by the Administrator, which period, in no event, shall end after the date which is six months prior to the end of the period during which the Bonus is earned, provided the Participant has performed services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the Participant executed the deferral agreement and provided further that the compensation has not yet become 'readily ascertainable' with the meaning of Reg. Sec 1.409A-2(a)(8).

In addition, if the Compensation qualifies as 'fiscal year compensation' within the meaning of Reg. Sec. 1.409A -2(a)(6), the deferral agreement may be made not later than the end of the Employer's taxable year immediately preceding the first taxable year of the Employer in which any services are performed for which such Compensation is payable.

Except as otherwise provided below, an employee who is classified or

designated as an Eligible Employee during a Plan Year or a Director who is designated as eligible to participate during a Plan Year may elect to defer Compensation otherwise payable during the remainder of such Plan Year in accordance with the rules of this Section 4.3 by executing a deferral agreement within the thirty (30) day period beginning on the date the employee is classified or designated as an Eligible Employee or the date the Director is designated as eligible, whichever is applicable, if permitted by Section 4.01(b)(ii) of the Adoption Agreement. If Compensation is based on a specified performance period that begins before the Eligible Employee or Director executes his deferral agreement, the election will be deemed to apply to the portion of such Compensation equal to the total amount of Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election becomes irrevocable and effective over the total number of days in the performance period. The rules of this paragraph shall not apply unless the Eligible Employee or Director can be treated as initially eligible in accordance with Reg. Sec. 1.409A-2(a)(7).


4.4	Election of Payment Schedule and Form of Payment.

All elections of a payment schedule and a form of payment will be made in accordance with rules and procedures established by the Administrator and the provisions of this Section 4.4.

(a) If the Plan Sponsor has elected to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director completes a deferral agreement, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for the Compensation subject to the deferral agreement from among the options the Plan Sponsor has made available for this purpose and which are specified in 6.01(b) of the Adoption Agreement. Prior to the time required by Reg. Sec. 1.409A-2, the Eligible Employee or Director shall elect a distribution event (which includes a specified time) and a form of payment for any Employer contributions that may be credited to the Participant's Account during the Plan Year. If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service as the distribution event. If he fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment.

(b) If the Plan Sponsor has elected not to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director first completes a deferral agreement but in no event later than the time required by Reg. Sec. 1.409A-2, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for amounts credited to his Account from among the options the Plan Sponsor has made available for this purpose and which are specified in Section 6.01(b) of the Adoption Agreement. If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service in the distribution event. If the fails to elect a form of payment, he shall be deemed to have elected a lump sum form of

payment.

ARTICLE 5 – EMPLOYER CONTRIBUTIONS

5.1

Matching Contributions. If elected by the Plan Sponsor in Section 5.01(a) of the Adoption Agreement, the Employer will credit the Participant’s Account with a matching contribution determined in accordance with the formula specified in Section 5.01(a) of the Adoption Agreement. The matching contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(a)(iii) of the Adoption Agreement.

5.2

Other Contributions. If elected by the Plan Sponsor in Section 5.01(b) of the Adoption Agreement, the Employer will credit the Participant’s Account with a contribution determined in accordance with the formula or method specified in Section 5.01(b) of the Adoption Agreement. The contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(b)(iii) of the Adoption Agreement.

ARTICLE 6 – ACCOUNTS AND CREDITS

6.1

Establishment of Account. For accounting and computational purposes only, the Administrator will establish and maintain an Account on behalf of each Participant which will reflect the credits made pursuant to Section 6.2, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto, attributable to the hypothetical investments made with the amounts in the Account as provided in Article 7. The Administrator will establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.


6.2	Credits to Account. A Participant’s Account will be credited for each Plan Year with the amount of his elective deferrals under Section 4.1 at the time the amount subject to the deferral election would otherwise have been payable to the Participant and the amount of Employer contributions treated as allocated on his behalf under Article 5.

ARTICLE 7 – INVESTMENT OF CONTRIBUTIONS


7.1	Investment Options. The amount credited to each Account shall be treated as if it were invested in the investment options designated for this purpose by the Administrator.

7.2

Adjustment of Accounts. The amount credited to each Account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options selected by the party designated in Section 9.01 of the Adoption Agreement from among the investment options provided in Section 7.1. If permitted by Section 9.01 of the Adoption Agreement, a Participant (or the Participant’s Beneficiary after the death of the Participant) may, in accordance with rules and procedures established by the Administrator, select the investments from among the options provided in Section 7.1 to be used for the purpose of calculating future hypothetical investment adjustments to the Account or to future credits to the Account under Section 6.2 effective as of the Valuation Date coincident with or next following notice to the Administrator. Each Account shall be adjusted as of each Valuation Date to reflect: (a) the hypothetical earnings, expenses, gains and losses described above; (b) amounts credited pursuant to Section 6.2; and (c) distributions or withdrawals. In addition, each Account may be adjusted for its allocable share of the hypothetical costs and expenses associated with the maintenance of the hypothetical investments provided in Section 7.1.

ARTICLE 8 – RIGHT TO BENEFITS


8.1	Vesting. A Participant, at all times, has a 100% nonforfeitable interest in the amounts credited to his Account attributable to his elective deferrals made in accordance with Section 4.1.

A Participant’s right to the amounts credited to his Account attributable to Employer contributions made in accordance with Article 5 shall be determined in accordance with the relevant schedule and provisions in Section 7.01 of the Adoption Agreement. Upon a Separation from Service and after application of the provisions of Section 7.01 of the Adoption Agreement, the Participant shall forfeit the nonvested portion of his Account.

8.2

Death. The Plan Sponsor may elect to accelerate vesting upon the death of the Participant in accordance with Section 7.01(c) of the Adoption Agreement and/or to accelerate distributions upon Death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement. If the Plan Sponsor does not elect to accelerate distributions upon death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the vested amount credited to the Participant’s Account will be paid in accordance with the provisions of Article 9.

An unmarried Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Administrator. A married Participant may not designate a Beneficiary other than his spouse unless he obtains the consent of his spouse in accordance with rules and procedures established by the Administrator. A spouse, for this purpose, means a person of the opposite sex to whom a Participant is legally married under the laws of a state, or a person of the same sex with whom a Participant has entered into a marriage, civil union, or registered domestic partnership (or its equivalent under state law) and such relationship has not been dissolved under the state law of the state in which such relationship was initially or is currently recognized.

A copy of the death notice or other sufficient documentation must be filed with and approved by the Administrator. If upon the death of the Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participant’s vested Account, such amount will be paid to his estate (such estate shall be deemed to be the Beneficiary for purposes of the Plan) in accordance with the provisions of Article 9.

8.3

Disability. If the Plan Sponsor has elected to accelerate vesting upon the occurrence of a Disability in accordance with Section 7.01(c) of the Adoption Agreement and/or to permit distributions upon Disability in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the determination of whether a Participant has incurred a Disability shall be made by the Administrator in its sole discretion in a manner consistent with the requirements of Code Section 409A.

ARTICLE 9 – DISTRIBUTION OF BENEFITS


9.1	Amount of Benefits. The vested amount credited to a Participant’s Account as determined under Articles 6, 7 and 8 shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan.

9.2

Method and Timing of Distributions. Except as otherwise provided in this Article 9, distributions under the Plan shall be made in accordance with the elections made or deemed made by the Participant under Article 4. Subject to the provisions of Section 9.6 requiring a six month delay for certain distributions to Key Employees, distributions following a payment event shall commence at the time specified in Section 6.01(a) of the Adoption Agreement. If permitted by Section 6.01(g) of the Adoption Agreement, a Participant may elect, at least twelve months before a scheduled distribution event, to delay the payment date for a minimum period of sixty months from the originally scheduled date of payment. The distribution election change must be made in accordance with procedures and rules established by the Administrator. The Participant may, at the same time the date of payment is deferred, change the form of payment but such change in the form of payment may not effect an acceleration of payment in violation of Code Section 409A or the provisions of Reg. Sec. 1.409A-2(b). For purposes of this Section 9.2, a series of installment payments is always treated as a single payment and not as a series of separate payments.

9.3

Unforeseeable Emergency. A Participant may request a distribution due to an Unforeseeable Emergency if the Plan Sponsor has elected to permit Unforeseeable Emergency withdrawals under Section 8.01(a) of the Adoption Agreement. The request must be in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency. The Administrator has the discretion to require whatever evidence it deems necessary to determine whether a distribution is warranted, and may require the Participant to certify that the need cannot be met from other sources reasonably available to the Participant. Whether a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant facts and circumstances in its sole discretion, but, in no event, will an Unforeseeable Emergency be deemed to exist if the hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant’s assets to the extent such liquidation would not itself cause severe financial hardship, or (c) by cessation of deferrals under the Plan.

A distribution due to an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency need and may include any amounts necessary to pay any federal, state, foreign or local income taxes and penalties reasonably anticipated to result from the distribution. The distribution will be made in the form of a single lump sum cash payment. If permitted by Section 8.01(b) of the Adoption Agreement, a Participant’s deferral elections for the remainder of the Plan Year will be cancelled upon a withdrawal due to an Unforeseeable Emergency. If the payment of all or any portion of the Participant’s vested Account is being delayed in accordance with Section 9.6 at the time he experiences an Unforeseeable Emergency, the amount being delayed shall not be subject to the provisions of this Section 9.3 until the expiration of the six month period of delay required by section 9.6.

9.4

Payment Election Overrides. If the Plan Sponsor has elected one or more payment election overrides in accordance with Section 6.01(d) of the Adoption Agreement, the following provisions apply. Upon the occurrence of the first event selected by the Plan Sponsor, the remaining vested amount credited to the Participant’s Account shall be paid in the form designated to the Participant or his Beneficiary regardless of whether the Participant had made different elections of time and /or form of payment or whether the Participant was receiving installment payments at the time of the event.

9.5

Cashouts Of Amounts Not Exceeding Stated Limit. If the vested amount credited to the Participant’s Account does not exceed the limit established for this purpose by the Plan Sponsor in Section 6.01(e) of the Adoption Agreement at the time he separates from service with the Related Employer for any reason, the Employer shall distribute such amount to the Participant at the time specified in Section 6.01(a) of the Adoption Agreement in a single lump sum cash payment following such termination regardless of whether the Participant had made different elections of time or form of payment as to the vested amount credited to his Account or whether the Participant was receiving installments at the time of such termination. A Participant’s Account, for purposes of this Section 9.5, shall include any amounts described in Section 1.3.

9.6

Required Delay in Payment to Key Employees . Except as otherwise provided in this Section 9.6, a distribution made on account of Separation from Service (or Retirement, if applicable) to a Participant who is a Key Employee as of the date of his Separation from Service (or Retirement, if applicable) shall not be made before the date which is six months after the Separation from Service (or Retirement, if applicable). If payments to a Key Employee are delayed in accordance with this Section 9.6, the payments to which the Key Employee would otherwise have been entitled during the six month period shall be accumulated and paid in a single lump sum at the time specified in Section 6.01(a) of the Adoption Agreement after the six month period elapses.

(a) A Participant is treated as a Key Employee if (i) he is employed by a Related Employer any of whose stock is publicly traded on an established securities market, and (ii) he satisfies the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii), determined without regard to Code Section 416(i)(5), at any time during the twelve month period ending on the Identification Date.

(b) A Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for purposes of the six month delay in distributions for the twelve month period beginning on the first day of a month no later than the fourth month following the Identification Date. The Identification Date and the effective date of the delay in distributions shall be determined in accordance with Section 1.06 of the Adoption Agreement.

(c) The Plan Sponsor may elect to apply an alternative method to identify Participants who will be treated as Key Employees for purposes of the six month delay in distributions if the method satisfies each of the following requirements. The alternative method is reasonably designed to include all Key Employees, is an objectively determinable standard providing no direct or indirect election to any Participant regarding its application, and results in either all Key Employees or no more than 200 Key Employees being identified in the class as of any date. Use of an alternative method that satisfies the requirements of this Section 9.6(c ) will not be treated as a change in the time and form of payment for purposes of Reg. Sec. 1.409A-2(b).

( d) The six month delay does not apply to payments described in Section 9.9(a),(b) or (d) or to payments that occur after the death of the Participant. If the payment of all or any portion of the Participant’s vested Account is being delayed in accordance with this Section 9.6 at the time he incurs a Disability which would otherwise require a distribution under the terms of the Plan, no amount shall be paid until the expiration of the six month period of delay required by this Section 9.6.

9.7

Change in Control. If the Plan Sponsor has elected to permit distributions upon a Change in Control, the following provisions shall apply. A distribution made upon a Change in Control will be made at the time specified in Section 6.01(a) of the Adoption Agreement in the form elected by the Participant in accordance with the procedures described in Article 4. Alternatively, if the Plan Sponsor has elected in accordance with Section 11.02 of the Adoption Agreement to require distributions upon a Change in Control, the Participant’s remaining vested Account shall be paid to the Participant or the Participant’s Beneficiary at the time specified in Section 6.01(a) of the Adoption Agreement as a single lump sum payment. A Change in Control, for purposes of the Plan, will occur upon a change in the ownership of the Plan Sponsor, a change in the effective control of the Plan Sponsor or a change in the ownership of a substantial portion of the assets of the Plan Sponsor, but only if elected by the Plan Sponsor in Section 11.03 of the Adoption Agreement. The Plan Sponsor, for this purpose, includes any corporation identified in this Section 9.7. All distributions made in accordance with this Section 9.7 are subject to the provisions of Section 9.6.

If a Participant continues to make deferrals in accordance with Article 4 after he has received a distribution due to a Change in Control, the residual amount payable to the Participant shall be paid at the time and in the form specified in the elections he makes in accordance with Article 4 or upon his death or Disability as provided in Article 8.

Whether a Change in Control has occurred will be determined by the Administrator in accordance with the rules and definitions set forth in this Section 9.7. A distribution to the Participant will be treated as occurring upon a Change in Control if the Plan Sponsor terminates the Plan in accordance with Section 10.2 and distributes the Participant’s benefits within twelve months of a Change in Control as provided in Section 10.3.

(a)

Relevant Corporations. To constitute a Change in Control for purposes of the Plan, the event must relate to (i) the corporation for whom the Participant is performing services at the time of the Change in Control, (ii) the corporation that is liable for the payment of the Participant’s benefits under the Plan (or all corporations liable if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of services by the Participant for such corporation (or corporations) or there is a bona fide business purpose for such corporation (or corporations) to be liable for such payment and, in either case, no significant purpose of making such corporation (or corporations) liable for such payment is the avoidance of federal income tax, or (iii) a corporation that is a majority shareholder of a corporation identified in (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in (i) or (ii).

A majority shareholder is defined as a shareholder owning more than fifty percent (50%) of the total fair market value and voting power of such corporation.

(b)

Stock Ownership. Code Section 318(a) applies for purposes of determining stock ownership. Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation Section 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the individual who holds the option.

(c)

Change in the Ownership of a Corporation. A change in the ownership of a corporation occurs on the date that any one person or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. If any one person or more than one person acting as a group is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation as discussed below in Section 9.7(d)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock. Section 9.7(c) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For purposes of this Section 9.7(c), persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of a public offering. Persons will, however, be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

(d)

Change in the effective control of a corporation. A change in the effective control of a corporation occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting

power of the stock of such corporation, or (ii) a majority of members of the corporation’s board of directors is replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term corporation refers solely to the relevant corporation identified in Section 9.7(a) for which no other corporation is a majority shareholder for purposes of Section 9.7(a). In the absence of an event described in Section 9.7(d)(i) or (ii), a change in the effective control of a corporation will not have occurred. A change in effective control may also occur in any transaction in which either of the two corporations involved in the transaction has a change in the ownership of such corporation as described in Section 9.7(c) or a change in the ownership of a substantial portion of the assets of such corporation as described in Section 9.7(e). If any one person, or more than one person acting as a group, is considered to effectively control a corporation within the meaning of this Section 9.7(d), the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation or to cause a change in the ownership of the corporation within the meaning of Section 9.7(c). For purposes of this Section 9.7(d), persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in Section 9.7(c) with the following exception. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

(e)

Change in the ownership of a substantial portion of a corporation’s assets. A change in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in accordance with rules similar to those set forth in Section 9.7(d)), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation or the value of the assets being disposed of determined without regard to any liabilities associated with such assets. There is no Change in Control event under this Section 9.7(e) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the

corporation, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 9.7(e)(iii). For purposes of the foregoing, and except as otherwise provided, a person’s status is determined immediately after the transfer of assets.


9.8	Permissible Delays in Payment. Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of Articles 8 and 9 in any of the following circumstances as long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis.

(a) The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would be limited or eliminated by the application of Code Section 162(m). Payment must be made during the Participant’s first taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of Code Section 162(m) or during the period beginning with the Participant’s Separation from Service and ending on the later of the last day of the Employer’s taxable year in which the Participant separates from service or the 15th day of the third month following the Participant’s Separation from Service. If a scheduled payment to a Participant is delayed in accordance with this Section 9.8(a), all scheduled payments to the Participant that could be delayed in accordance with this Section 9.8(a) will also be delayed.

(b) The Employer may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Employer reasonably anticipates that the making of the payment will not cause such violation.

(c) The Employer reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.


9.9	Permitted Acceleration of Payment . The Employer may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan provided such acceleration would be permitted by the provisions of Reg. Sec. 1.409A-3(j)(4), including the following events:


(a)	Domestic Relations Order. A payment may be accelerated if such payment is made to an alternate payee pursuant to and following the receipt and qualification of a domestic relations order as defined in Code Section 414(p).


(b)	Compliance with Ethics Agreements and Legal Requirements. A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably

necessary to avoid the violation of Federal, state, local or foreign ethics law or conflicts of laws, in accordance with the requirements of Code Section 409A.


(c)	De Minimis Amounts. A payment will be accelerated if (i) the amount of the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), (ii) at the time the payment is made the amount constitutes the Participant’s entire interest under the Plan and all other plans that are aggregated with the Plan under Reg. Sec. 1.409A-1(c)(2).

(d)

FICA Tax. A payment may be accelerated to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”). Additionally, a payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this subsection (d) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.


(e)	Section 409A Additional Tax. A payment may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A.

(f)

Offset. A payment may be accelerated in the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the reduction in any of the Employer’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.


(g)	Other Events. A payment may be accelerated in the Administrator’s discretion in connection with such other events and conditions as permitted by Code Section 409A.

ARTICLE 10 – AMENDMENT AND TERMINATION


10.1	Amendment of Plan. The Plan may be amended from time to time through action of the Administrator through delegation by the Plan Sponsor’s Board of Directors. No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his Account which had accrued and vested prior to the amendment.

10.2

Plan Termination Following Change in Control or Corporate Dissolution. If so elected by the Plan Sponsor in 11.01 of the Adoption Agreement, the Plan Sponsor reserves the right to terminate the Plan and distribute all amounts credited to all Participant Accounts within the 30 days preceding or the twelve months following a Change in Control as determined in accordance with the rules set forth in Section 9.7. For this purpose, the Plan will be treated as terminated only if all agreements, methods, programs and other arrangements sponsored by the Related Employer immediately after the Change in Control which are treated as a single plan under Reg. Sec. 1.409A-1(c)(2) are also terminated so that all participants under the Plan and all similar arrangements are required to receive all amounts deferred under the terminated arrangements within twelve months of the date the Plan Sponsor irrevocably takes all necessary action to terminate the arrangements. In addition, the Plan Sponsor reserves the right to terminate the Plan within twelve months of a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U. S. C. Section 503(b)(1)(A) provided that amounts deferred under the Plan are included in the gross incomes of Participants in the latest of (a) the calendar year in which the termination and liquidation occurs, (b) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (c) the first calendar year in which payment is administratively practicable.

10.3

Other Plan Terminations. The Plan Sponsor retains the discretion to terminate the Plan if (a) all arrangements sponsored by the Plan Sponsor that would be aggregated with any terminated arrangement under Code Section 409A and Reg. Sec. 1.409A-1(c)(2) are terminated, (b) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the termination of the arrangements, (c) all payments are made within twenty-four months of the date the Plan Sponsor takes all necessary action to irrevocably terminate and liquidate the arrangements, (d) the Plan Sponsor does not adopt a new arrangement that would be aggregated with any terminated arrangement under Code Section 409A and the regulations thereunder at any time within the three year period following the date of termination of the arrangement, and (e) the termination does not occur proximate to a downturn in the financial health of the Plan sponsor.

The Plan Sponsor also reserves the right to amend the Plan to provide that termination of the Plan will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.

ARTICLE 11 – THE TRUST

11.1

Establishment of Trust. The Plan Sponsor may but is not required to establish a trust to hold amounts which the Plan Sponsor may contribute from time to time to correspond to some or all amounts credited to Participants under Section 6.2. If the Plan Sponsor elects to establish a trust in accordance with Section 10.01 of the Adoption Agreement, the provisions of Sections 11.2 and 11.3 shall become operative.

11.2

Grantor Trust. Any trust established by the Plan Sponsor shall be between the Plan Sponsor and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Plan Sponsor’s creditors in the event of the Plan Sponsor’s insolvency. The trust is intended to be treated as a grantor trust under the Code, and the establishment of the trust shall not cause the Participant to realize current income on amounts contributed thereto. The Plan Sponsor must notify the trustee in the event of a bankruptcy or insolvency.

11.3

Investment of Trust Funds. Any amounts contributed to the trust by the Plan Sponsor shall be invested by the trustee in accordance with the provisions of the trust and the instructions of the Administrator. Trust investments need not reflect the hypothetical investments selected by Participants under Section 7.1 for the purpose of adjusting Accounts and the earnings or investment results of the trust need not affect the hypothetical investment adjustments to Participant Accounts under the Plan.

ARTICLE 12 – PLAN ADMINISTRATION


12.1	Powers and Responsibilities of the Administrator. The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Administrator’s powers and responsibilities include, but are not limited to, the following:


(a)	To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan;


(b)	To interpret the Plan, its interpretation thereof to be final, except as provided in Section 12.2, on all persons claiming benefits under the Plan;


(c)	To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;


(d)	To administer the claims and review procedures specified in Section 12.2;


(e)	To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;


(f)	To determine the person or persons to whom such benefits will be paid;


(g)	To authorize the payment of benefits;


(h)	To comply with the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA;


(i)	To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;


(j)	By written instrument, to allocate and delegate its responsibilities, including the formation of an Administrative Committee to administer the Plan;


(k)	To amend or terminate the Plan in whole or in part.

12.2 Claims and Review Procedures.


(a)	Claims Procedure.

If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Administrator. If any such claim is wholly or partially denied, the Administrator will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the person’s right to bring a civil action following an adverse decision on review. Such notification will be given within 90 days (45 days in the case of a claim regarding Disability) after the claim is received by the Administrator. The Administrator may extend the period for providing the notification by 90 days (30 days in the case of a claim regarding Disability) if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstance is given to such person within the initial 90 day period (45 day period in the case of a claim regarding Disability). If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim.


(b)	Review Procedure.

Within 60 days (180 days in the case of a claim regarding Disability) after the date on which a person receives a written notification of denial of claim (or, if written notification is not provided, within 60 days (180 days in the case of a claim regarding Disability) of the date denial is considered to have occurred), such person (or his duly authorized representative) may (i) file a written request with the Administrator for a review of his denied claim and of pertinent documents and (ii) submit written issues and comments to the Administrator. The Administrator will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The notification will explain that the person is entitled to receive, upon request and free of charge, reasonable access to and copies of all pertinent documents and has the right to bring a civil action following an adverse decision on review.

The decision on review will be made within 60 days (45 days in the case of a claim regarding Disability). The Administrator may extend the period for making the decision on review by 60 days (45 days in the case of a claim regarding Disability) if special circumstances require an extension of time for processing the request such as an election by the Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day period (45 days in the case of a claim regarding Disability). If the decision on review is not made within such period, the claim will be considered denied.


12.3	Plan Administrative Costs. All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator in administering the Plan shall be paid by the Plan to the extent not paid by the Employer.

ARTICLE 13 – MISCELLANEOUS

13.1

Unsecured General Creditor of the Employer. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Employer. For purposes of the payment of benefits under the Plan, any and all of the Employer’s assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Employer. Each Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

13.2

Employer’s Liability . Each Employer’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral agreements entered into between a Participant and the Employer. An Employer shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral agreement or agreements. An Employer shall have no liability to Participants employed by other Employers.

13.3

Limitation of Rights . Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable right against the Employer, the Plan or the Administrator, except as provided herein; and in no event will the terms of employment or service of the Participant be modified or in any way affected hereby.

13.4

Anti-Assignment . Except as may be necessary to fulfill a domestic relations order within the meaning of Code Section 414(p), none of the benefits or rights of a Participant or any Beneficiary of a Participant shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment, or any other legal or equitable process available to any creditor of the Participant and his or her Beneficiary. Neither the Participant nor his or her Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a Beneficiary to receive death benefits provided hereunder. Notwithstanding the preceding, the benefit payable from a Participant’s Account may be reduced, at the discretion of the administrator, to satisfy any debt or liability to the Employer.

13.5

Facility of Payment . If the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may direct the Employer to disburse such payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt by such person or institution of any such payments therefore, and any such payment to the extent thereof, shall discharge the liability of the Employer, the Plan and the Administrator for the payment of benefits hereunder to such recipient.

13.6

Notices. Any notice or other communication to the Employer or Administrator in connection with the Plan shall be deemed delivered in writing if addressed to the Plan Sponsor at the address specified in Section 1.03 of the Adoption Agreement and if either actually delivered at said address or, in the case or a letter, 5 business days shall have elapsed after the same shall have been deposited in the United States mails, first-class postage prepaid and registered or certified.

13.7

Tax Withholding . If the Employer concludes that tax is owing with respect to any deferral or payment hereunder, the Employer shall withhold such amounts from any payments due the Participant or from amounts deferred, as permitted by law, or otherwise make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 13.7 means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants under the Plan.

13.8

Indemnification. (a) Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense, liability, and loss (including, without limitation, attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in Subsection (e)). No indemnification pursuant to this Section shall be made, however, in any case where (1) the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a settlement to which the Employer does not consent.

(b) The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only on delivery to the Employer of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.

(c) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be such and shall inure to the benefit of his heirs, executors, and administrators. The Employer agrees that the undertakings made in this Section shall be binding on its successors or assigns and shall survive the termination, amendment or restatement of the Plan.

(d) The foregoing right to indemnification shall be in addition to such other rights as the Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any kind and is in addition to and not in lieu of any rights to indemnification to which the Indemnitee may be entitled pursuant to the by-laws of the Employer.

(e) For the purposes of this Section, the following definitions shall apply:

(1) "Indemnitee" shall mean each person serving as an Administrator (or any other person who is an employee, director, or officer of the Employer) who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he is or was performing administrative functions under the Plan.

(2) "Proceeding" shall mean any threatened, pending, or completed action, suit, or proceeding (including, without limitation, an action, suit, or proceeding by or in the right of the Employer), whether civil, criminal, administrative, investigative, or through arbitration.


13.9	Successors . The provisions of the Plan shall bind and inure to the benefit of the Plan Sponsor, the Employer and their successors and assigns and the Participant and the Participant’s designated Beneficiaries.


13.10	Disclaimer. It is the Plan Sponsor’s intention that the Plan comply with the requirements of Code Section 409A. Neither the Plan Sponsor nor the Employer shall have any liability to any Participant should any provision of the Plan fail to satisfy the requirements of Code Section 409A.


13.11	Governing Law . The Plan will be construed, administered and enforced according to the laws of the State specified by the Plan Sponsor in Section 12.01 of the Adoption Agreement.

ADOPTION AGREEMENT

1.01 PREAMBLE

By the execution of this Adoption Agreement the Plan Sponsor
hereby [complete (a) or (b)]


(a)	X adopts a new plan as of January 1, 2012.


(b)	amends and restates its existing plan as of [month, day, year] which is the Amendment Restatement Date. Except as otherwise provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Restatement Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Restatement Date.

Original Effective Date: [month, day, year]

Pre-409A Grandfathering: Yes No


1.02	PLAN


Plan Name:	Momentive Performance Materials Inc. Supplemental Executive Retirement Plan

Plan Year: 1/1 to 12/31 ____________


1.03	PLAN SPONSOR



Name:	Momentive Performance Materials Inc.
Address:	22 Corporate Woods Blvd., Albany, NY 12211
Phone # :	614-225-4000
EIN:	20-5748297
Fiscal Yr:	Calendar year

Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on an established securities market?



Yes	X	No


1.04	EMPLOYER

The following entities have been authorized by the Plan Sponsor to participate in and have adopted the Plan (insert “Not Applicable” if none have been authorized):

Entity Publicly Traded on Est. Securities Market



	Yes	No
Momentive Performance Materials Quartz Inc.		X
Momentive Performance Materials USA Inc.		X


1.05	ADMINISTRATOR

The Plan Sponsor has designated the following party or parties to be responsible for the administration of the Plan:



Name:	Global Benefits Committee
Address:	180 East Broad Street, Columbus, OH 43215


Note :	The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Neither Fidelity Employer Services Company nor any other Fidelity affiliate can be the Administrator.


1.06	KEY EMPLOYEE DETERMINATION DATES

The Employer has designated as the Identification Date for purposes of determining Key Employees.

In the absence of a designation, the Identification Date is December 31.

The Employer has designated as the effective date for purposes of applying the six month delay in distributions to Key Employees.

In the absence of a designation, the effective date is the first day of the fourth month following the Identification Date.


2.01	PARTICIPATION

(a) X Employees [complete (i), (ii) or (iii)]

(i) Eligible Employees are selected by the Employer.

(ii) X Eligible Employees are those employees of the Employer who are selected by the Employer to participate and also satisfy the following criteria:

An employee whose Compensation as defined in Section 3.01(b) of the Adoption Agreement for the twelve month period ending on the last day of the Plan Year exceeds the Section 401(a)(17) of the Code limitation in effect for the Plan Year. For clarity, this includes incentive compensation during the year in which it is paid.

(iii) Employees are not eligible to participate.

(b) X Directors [complete (i), (ii) or (iii)]

(i) All Directors are eligible to participate.

(ii) Only Directors selected by the Employer are eligible to participate.

(iii) X Directors are not eligible to participate.


3.01	COMPENSATION

For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the following manner [complete (a) or (b) and select (c) and/or (d), if applicable]:



(a)		Compensation is defined as:





(b)	X	Compensation is defined as base salary, incentive compensation paid under the Company's global incentive compensation program and variable sales bonuses, without regard to the limitation in effect under Section 401(a)(17) of the Code for such Plan Year. Compensation shall be determined over the twelve month period that ends on the last day of the Plan Year. For clarity, this includes incentive compensation and variable sales bonuses during the year in which they are paid. For purposes of determining Employer contributions in accordance with Section 5.01(b) of the Adoption Agreement, Compensation for the Plan Year beginning on January 1, 2012 only, shall not include incentive compensation and variable sales bonuses.

(c)		Director Compensation is defined as:


(d)		Compensation shall, for all Plan purposes, be limited to $ .

(e)		Not Applicable.


3.02	BONUSES

Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following type of bonuses that will be the subject of a separate deferral election:



Type	Will be treated as Performance Based Compensation

		Yes	No



X	Not Applicable.


4.01	PARTICIPANT CONTRIBUTIONS

If Participant contributions are permitted, complete (a), (b), and (c). Otherwise
complete (d).


(a)	Amount of Deferrals

A Participant may elect within the period specified in Section 4.01(b) of the Adoption Agreement to defer the following amounts of remuneration. For each type of remuneration listed, complete “dollar amount” and / or “percentage amount”.


(i)	Compensation Other than Bonuses [do not complete if you complete (iii)]



Type of Remuneration	Dollar Amount		% Amount		Increment
Type of Remuneration	Min	Max	Min	Max	Increment

Note: The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%.


(ii)	Bonuses [do not complete if you complete (iii)]



Type of Bonus	Dollar Amount		% Amount		Increment
Type of Bonus	Min	Max	Min	Max	Increment
(a)
(b)
(c)


(iii)	Compensation [do not complete if you completed (i) and (ii)]



Dollar Amount		% Amount		Increment
Min	Max	Min	Max	Increment


(iv)	Director Compensation



Type of Compensation	Dollar Amount		% Amount		Increment
Type of Compensation	Min	Max	Min	Max	Increment
Annual Retainer
Meeting Fees
Other:
Other:


(b)	Election Period


(i)	Performance Based Compensation

A special election period



	Does			Does Not

apply to each eligible type of performance based compensation referenced in Section 3.02 of the Adoption Agreement.

The special election period, if applicable, will be determined by the Employer.


(ii)	Newly Eligible Participants

An employee who is classified or designated as an Eligible Employee during a Plan Year



	May			May Not

elect to defer Compensation earned during the remainder of the Plan Year by completing a deferral agreement within the 30 day period beginning on the date he is eligible to participate in the Plan.


(c)	Revocation of Deferral Agreement

A Participant’s deferral agreement



	Will
	Will Not

be cancelled for the remainder of any Plan Year during which he receives a hardship distribution of elective deferrals from a qualified cash or deferred arrangement maintained by the Employer to the extent necessary to satisfy the requirements of Reg. Sec. 1.401(k)-1(d)(3). If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.


(d)	No Participant Contributions

X Participant contributions are not permitted under the Plan.


5.01	EMPLOYER CONTRIBUTIONS

If Employer contributions are permitted, complete (a) and/or (b). Otherwise
complete (c).


(a)	Matching Contributions


(i)	Amount

For each Plan Year, the Employer shall make a Matching Contribution on behalf of each Participant who defers Compensation for the Plan Year and satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to [complete the ones that are applicable]:


(A)	[insert percentage] of the Compensation the Participant has elected to defer for the Plan Year


(B)	An amount determined by the Employer in its sole discretion


(C)	Matching Contributions for each Participant shall be limited to $ and/or % of Compensation.


(D)	Other:


(E)	X Not Applicable [Proceed to Section 5.01(b)]


(ii)	Eligibility for Matching Contribution

A Participant who defers Compensation for the Plan Year shall receive an allocation of Matching Contributions determined in accordance with Section 5.01(a)(i) provided he satisfies the following requirements [complete the ones that are applicable]:



(A)		Describe requirements:



(B)		Is selected by the Employer in its sole discretion to receive an allocation of Matching Contributions

(C)		No requirements


(iii)	Time of Allocation

Matching Contributions, if made, shall be treated as allocated [select one]:



(A)	X	As of the last day of the Plan Year

(B)	X	At such times as the Employer shall determine in it sole discretion

(C)		At the time the Compensation on account of which the Matching Contribution is being made would otherwise have been paid to the Participant

(D)		Other:


(b)	Other Contributions


(i)	Amount

Except as otherwise provided in Appendix B, the Employer shall make a contribution on behalf of each Participant who satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones that are applicable]:



(A)	X	An amount equal to 5% of the Participant’s Compensation in excess of the Section 401(a)(17) of the Code limitation in effect for the Plan Year.

(B)	X	An amount determined by the Employer in its sole discretion that can vary by Participant

(C)		Contributions for each Participant shall be limited to $

(D)		Other:



(E)		Not Applicable [Proceed to Section 6.01]


(ii)	Eligibility for Other Contributions

A Participant shall receive an allocation of other Employer contributions determined in accordance with Section 5.01(b)(i) for the Plan Year if he satisfies the following requirements [complete the one that is applicable]:



(A)	X	For purposes of the contributions described in Section 5.01(b)(i)(A) of the Adoption Agreement, a Participant shall receive an allocation if he has been designated by the Employer in accordance with Section 2.01(a)(ii) of the Adoption Agreement as an Eligible Employee for purposes of receiving an allocation of Employer contributions. For purposes of the contributions described in Section 5.01(b)(i)(B) of the Adoption Agreement, a Participant shall receive an allocation if he is selected by the Employer in its sole discretion to receive an allocation.

(B)		Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions

(C)		No requirements


(iii)	Time of Allocation

Employer contributions, if made, shall be treated as allocated [select one]:



(A)		As of the last day of the Plan Year

(B)	X	At such time or times as the Employer shall determine in its sole discretion

(C)		Other:


(c)	No Employer Contributions

Employer contributions are not permitted under the Plan.


6.01	DISTRIBUTIONS

The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the Adoption Agreement except when Section 9.6 of the Plan requires a six month delay for certain distributions to Key Employees of publicly traded companies.


(a)	Timing of Distributions



(i)	All distributions shall commence in accordance with the following [choose one]:

	(A)	X	As soon as administratively feasible following the distribution event but in no event later than within the ninety (90) day period following the distribution event; provided, however, that if such ninety (90) day period following the distribution event does not begin and end in the same taxable year of the Participant, the Participant shall not have the right to designate the taxable year of the payment.
	(B)		Monthly on specified day [insert day]
	(C)		Annually on specified month and day [insert month and day]
	(D)		Calendar quarter on specified month and day [ month of quarter (insert 1,2 or 3); __ day (insert day)]



(ii)	The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:

	(A)		Event Delay – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for six months.

	(B)		Hold Until Next Year – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases.

	(C)		Immediate Processing – The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:




	(D)	X	Not applicable.


(b)	Distribution Events

Participants may elect the following payment events and the associated form or forms of payment. If multiple events are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5,7,9). If a single payment event with a single form of a payment is the only payment event available, all amounts credited to a Participant’s Account will automatically be paid at that time and in the form of payment.



		Lump Sum	Installments

(i)	Specified Date		years

(ii)	Specified Age		years

(iii)	Separation from Service		years

(iv) X	Separation from Service plus 6 months	X	years

(v)	Separation from Service plus months [not to exceed months]		years

(vi)	Retirement		years

(vii)	Retirement plus 6 months		years

(viii)	Retirement plus months [not to exceed months]		years

(ix)	Disability		years

(x)	Death		years

(xi)	Change in Control		years

The minimum deferral period for Specified Date or Specified Age event shall be years.

Installments may be paid [select each that applies]



	Monthly
	Quarterly
	Annually


(c)	Specified Date and Specified Age elections may not extend beyond age Not Applicable [insert age or “Not Applicable” if no maximum age applies].


(d)	Payment Election Override Payment of the remaining vested balance of the Participant’s Account will automatically occur at the time specified in Section 6.01(a) of the Adoption Agreement in the form indicated upon the earliest to occur of the following events [check each event that applies and for each event include only a single form of payment]:



	EVENTS	FORM OF PAYMENT
	Separation from Service		Lump sum	Installments
	Separation from Service before Retirement		Lump sum	Installments
X	Death	X	Lump sum	Installments
X	Disability	X	Lump sum	Installments
	Not Applicable


(e)	Involuntary Cashouts



	If the Participant’s vested Account at the time of his Separation from Service does not exceed $ distribution of the vested Account shall automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan.

X	There are no involuntary cashouts.


(f)	Retirement



	Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert description of requirements]:




X	No special definition of Retirement applies.


(g)	Distribution Election Change A Participant



	Shall
X	Shall Not

be permitted to modify a scheduled distribution date and/or payment option in accordance with Section 9.2 of the Plan.

A Participant shall generally be permitted to elect such modification number of times.

Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the distribution change election provision.


(h)	Frequency of Elections

The Plan Sponsor



	Has
X	Has Not

Elected to permit annual elections of a time and form of payment for amounts deferred under the Plan. If a single election of a time and/or form of payment is required, the Participant will make such election at the time he first completes a deferral agreement which, in all cases, will be no later than the time required by Reg. Sec. 1.409A-2.


7.01	VESTING


(a)	Matching Contributions The Participant’s vested interest in the amount credited to his Account attributable to Matching Contributions shall be based on the following schedule:



		Years of Service	Vesting %
		0		(insert ‘100’ if there is immediate vesting)
		1
		2
		3
		4
		5
		6
		7
		8
		9

		Other:


	Class year vesting applies.

X		Not applicable.


(b)	Other Employer Contributions The Participant’s vested interest in the amount credited to his Account attributable to Employer contributions other than Matching Contributions shall be based on the following schedule:



	Years of Service	Vesting %
X	0	0	(insert ‘100’ if there is immediate vesting)
	1	0
	2	0
	3	100
	4
	5
	6
	7
	8
	9

	Other:

	Class year vesting applies.

	Not applicable.

Acceleration of Vesting

A Participant’s vested interest in his Account will automatically be 100% upon the occurrence of the following events: [select the ones that are applicable]:



(i)	X	Death

(ii)	X	Disability

(iii)		Change in Control

(iv)		Eligibility for Retirement

(v)	X	Attainment of age 65 while in the service of the Employer.

(vi)		Not applicable.


(c)	Years of Service


(i)	A Participant’s Years of Service shall include all service performed for the Employer and



X	Shall
	Shall Not

include service performed for the Related Employer.


(ii)	Years of Service shall also include service performed for the following entities:


(iii)	Years of Service shall be determined in accordance with (select one)



(A)		The elapsed time method in Treas. Reg. Sec. 1.410(a)-7

(B)		The general method in DOL Reg. Sec. 2530.200b-1 through b-4

(C)	X	The Participant’s Years of Service credited under Momentive Performance Materials Savings Plan

(D)		Other:


(iv)	Not applicable.


8.01	UNFORESEEABLE EMERGENCY

(a) A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:



	Will
X	Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01]

be allowed.


(b)	Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder of the Plan Year:



	Will
	Will Not

be cancelled. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.


9.01	INVESTMENT DECISIONS

Investment decisions regarding the hypothetical amounts credited to a Participant’s Account shall be made by [select one]:



(a)		The Participant or his Beneficiary

(b)	X	The Employer


10.01	GRANTOR TRUST

The Employer [select one]:



	Does
X	Does Not

intend to establish a grantor trust in connection with the Plan.


11.01	TERMINATION UPON CHANGE IN CONTROL

The Plan Sponsor



	Reserves
X	Does Not Reserve

the right to terminate the Plan and distribute all vested amounts credited to Participant Accounts upon a Change in Control as described in Section 9.7.


11.02	AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL

Distribution of the remaining vested balance of each Participant’s Account



	Shall
X	Shall Not

automatically be paid as a lump sum payment upon the occurrence of a Change in Control as provided in Section 9.7.


11.03	CHANGE IN CONTROL

A Change in Control for Plan purposes includes the following [select each definition that applies]:


(a)	A change in the ownership of the Employer as described in Section 9.7(c) of the Plan.


(b)	A change in the effective control of the Employer as described in Section 9.7(d) of the Plan.


(c)	A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7(e) of the Plan.


(d)	X Not Applicable.


12.01	GOVERNING STATE LAW

The laws of New York shall apply in the administration of the Plan to the extent not preempted by ERISA.

EXECUTION PAGE

The Plan Sponsor has caused this Adoption Agreement to be executed this _________3rd______ day of _ January________, 2012.



PLAN SPONSOR:	Momentive Performance Materials Inc.
By:	/s/ Authorized Person
Title:

APPENDIX A

SPECIAL EFFECTIVE DATES

Not Applicable

Exhibit 99.1

MOMENTIVE PERFORMANCE MATERIALS INC.

SUPPLEMENTARY PENSION PLAN

(As Amended and Restated Effective December 31, 2011 )

In recognition of the services provided by certain employees of subsidiaries of Momentive Performance Materials Holdings Inc. (the “Company”), the Company established, effective January 29, 2007, the Momentive Performance Materials Inc. Supplementary Pension Plan (the “Plan”). This document constitutes an amendment and restatement of the Plan and is effective as of December 31, 2011. The Plan provides eligible employees with retirement benefits that would otherwise be unavailable by reason of certain restrictive provisions of law applicable to the Momentive Performance Materials Inc. Pension Plan (the “Pension Plan”). The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation for a select group of management or highly compensated employees within the meaning of section 201(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

ARTICLE I

DEFINITIONS

For purposes of the Plan, all capitalized terms, which are not otherwise defined herein, shall have the same meaning as ascribed in the Pension Plan.

1.1 “ Annual Estimated Social Security Benefit ” shall mean the annual equivalent of the maximum possible primary insurance amount payable, after reduction for early retirement, as an old-age benefit to an employee who retired at age 62 on January 1st of the calendar year in which the Employee retires or dies, whichever is earlier; provided, however, that in the case of an Employee who is a New Plan Participant, age 65 shall be substituted for age 62 above. Such Annual Estimated Social Security Benefit shall be determined by the Company in accordance with the Federal Social Security Act in effect at the end of the calendar year immediately preceding such January 1st.

If an Employee has less than 35 years of Pension Benefit Service, the Annual Estimated Social Security Benefit shall be the amount determined under the first paragraph of this definition hereof multiplied by a factor, the numerator of which shall be the number of years of the Employee’s Pension Benefit Service to his date of retirement or death, whichever is earlier, and the denominator of which shall be 35.

The Annual Estimated Social Security Benefit as so determined shall be adjusted to include any social security benefit, or other similar benefit provided under foreign law or regulation as the Committee may prescribe that is paid or payable to the Employee. Any adjustment to the Annual Estimated Social Security Benefit shall be a direct dollar-for-dollar adjustment.

Notwithstanding any provision of the Plan to the contrary, the Annual Estimated Social

Security Benefit for an Employee who terminates, retires or dies from employment with the Company and its Affiliates after December 31, 2011, shall be determined as if the Employee had terminated from employment with the Company and its Affiliates on December 31, 2011. For the avoidance of doubt, the preceding sentence means that the Annual Estimated Social Security Benefit that is determined for an Employee shall not change after 2011 for any reason, including due to changes in the Social Security Act or cost-of-living adjustments under the Social Security Act.

1.2 “ Annual Pension Payable under the Momentive Performance Materials Inc. Pension Plan ” means the sum of (1) the annual Pension credited to the Employee as of his date of retirement or death, whichever is earlier, and (2) any annual pension (or the annual pension equivalent of other forms of payment) payable under any other broad-based foreign pension plan attributable to periods for which Pension Benefit Service is granted by the Chairman of the Board or the Committee or is credited by the Pension Plan provided the Committee determines such annual Pension shall be deductible from the benefit payable under the Plan. All such amounts shall be determined before application of any reduction for optional or disability retirement, for election of any optional form of Pension at retirement, for a qualified domestic relations order(s), if any, or in connection with any other adjustment made pursuant to the Pension Plan or any other broad-based foreign pension plan.

Notwithstanding any provision of the Plan to the contrary, the Annual Pension Payable under the Momentive Performance Materials Inc. Pension Plan for an Employee who terminates or retires from employment with Company and its Affiliates after December 31, 2011, shall be determined as if the Employee had terminated or retired from employment with the Company and its Affiliates on December 31, 2011.

1.3 “ Annual Pension Payable under the GE Pension Plan ” means for any Transition Employee, the sum of the Regular Pension, the Additional Pension and the Personal Pension Account Annuity (as each term is defined under the GE Pension Plan) deemed to be credited to the Employee as of January 28, 2007. All such amounts shall be determined before application of any reduction for optional or disability retirement, for election of any optional form of Pension at retirement, for a qualified domestic relations order(s), if any, or in connection with any other adjustment made pursuant to the GE Pension Plan or any other broad-based foreign pension plan.

For the purposes of this paragraph, the Transition Employee’s Annual Pension Payable under the GE Pension Plan shall include the Personal Pension Account Annuity (as such term is defined in the GE Pension Plan) deemed payable to the Transition Employee or the Transition Employee’s Spouse on the date of the Transition Employee’s retirement or death as the case may be, regardless of whether such annuity commenced on such date.

1.4 “ Annual Retirement Income ” means the amount determined by multiplying 1.75% of the Employee’s Average Annual Compensation by the number of years of Pension Benefit Service completed by the Employee at the date of his retirement or death, whichever is earlier.

1.5 “ Average Annual Compensation ” means one-third of the Employee’s Compensation for the highest 36 consecutive months during the last 120 completed months

before the earlier of his date of retirement or death or December 31, 2011. In computing an Employee’s Average Annual Compensation, his Normal Straight-time Annual Earnings shall be substituted for his actual Compensation for any month in which such Normal Straight-time Annual Earnings are greater. Notwithstanding any provision of the Plan to the contrary, an Employee’s Compensation earned on or after January 1, 2012 shall not be taken into account for purposes of determining such Employee’s Average Annual Compensation.

1.6 “ Committee ” means the Global Benefits Committee of the Company.

1.7 “ Compensation ” means an Employee’s salary (including any amounts deferred that have been approved prior to the year for which the accrual occurs by the Committee to be classified as compensation for purposes of the Plan) plus:


(a)	the total amount of any Incentive Compensation earned except to the extent such incentive compensation is excluded by the Board of Directors or a committee thereof;


(b)	for persons who would otherwise then have been eligible for incentive compensation if they had not been participants in a Sales Commission Plan or other variable compensation plan, the total amount of sales commissions (or other variable compensation earned);


(c)	for all other persons, the sales commissions and other variable compensation earned by them but only to the extent such earnings were then included under the Pension Plan;


(d)	any amounts (other than salary and those mentioned in clauses (a) through (c) above) which were then included as Compensation under the Pension Plan except any amounts which the Committee may exclude from the computation of “Compensation” and subject to the powers of the Committee under Article IX of the Plan; and


(e)	with respect to a Transition Employee, any amount that is taken into account as Compensation under the GE Supplementary Pension Plan before January 29, 2007.

1.8 “ Pension Benefit Service ” shall have the same meaning herein as in the Pension Plan (including, for a Transition Employee, the Pension Benefit Service earned under the GE Pension Plan), but shall also include any period of Service with:


(a)	the Company or an Affiliate as the Committee may otherwise provide by rules and regulations issued with respect to the Plan, and


(b)	another employer as may be approved from time to time by the Chairman of the Board but only to the extent that any conditions specified in such approval have been met.

Notwithstanding any provision of the Plan to the contrary, an Employee shall not be

credited with additional Pension Benefit Service under the Plan on or after January 1, 2012.

1.9 “ Pension Qualification Service ” shall have the same meaning herein as in the Pension Plan, except as the Committee may otherwise provide by rules and regulations issued with respect to the Plan.

ARTICLE II

ELIGIBLE EMPLOYEES

2.1 Each Employee who is assigned to the Momentive Performance Materials Inc. Executive or higher Career Band (or a position of equivalent responsibility as determined by the Committee), who has five or more years of Pension Qualification Service and who is a participant in the Pension Plan shall be eligible to participate, and shall participate, in the Plan to the extent of the benefits provided herein, provided that, except as provided in Article V of the Plan, an Employee who retires under the optional retirement provisions of the Pension Plan before the first day of the month following attainment of age 60, or an Employee who leaves the Service of the Company and its Affiliates before attainment of age 60, shall not be eligible for a Supplementary Pension under the Plan.

2.2 An Employee who was eligible to participate in the Plan by virtue of his assigned position level or position of equivalent responsibility throughout any consecutive three years of the 15-year period ending on the last day of the month preceding his termination of Service date for retirement and who meets the other requirements specified in this Article shall be eligible for the benefits provided herein even though he is not assigned to the Company’s Executive or higher Career Band (or a position of equivalent responsibility as determined by the Committee) on the date his Service terminates.

2.3 The Chief Executive Officer of the Company, or his delegate, may approve the continued participation in the Plan of an individual who is localized outside the United States as an employee of the Company or an Affiliate and who otherwise meets all of the eligibility conditions set forth herein during such localization. The designated individual’s service and pay while localized, with appropriate offsets for local country benefits, shall be counted in calculating his Supplementary Pension. Such calculation and the individual’s entitlement to any benefits herein shall be determined consistent with the principles of the Plan as they apply to employees who are not localized, provided that the Chief Executive Officer, or his delegate, may direct such other treatment, if any, as he deems appropriate.

2.4 Notwithstanding the foregoing provisions of this Article II, no Employee shall become eligible to participate or commence participation in the Plan on or after January 1, 2012; provided, however, any Employee assigned to the Company’s Executive or higher Career Band (or a position of equivalent responsibility as determined by the Committee) prior to January 1, 2012, who has not commenced participation in the Plan because he has not met the Pension Qualification Service requirement as of December 31, 2011, shall be eligible to become a participant in the Plan after January 1, 2012 upon completion of five years of Pension Qualification Service.

ARTICLE III

AMOUNT OF SUPPLEMENTARY PENSION AT OR AFTER NORMAL RETIREMENT

3.1 The amount of the annual Supplementary Pension payable to an eligible Employee who retires on or after his normal retirement date under the Pension Plan shall be equal to the excess, if any, of the Employee’s Annual Retirement Income, over the sum of the following:


(a)	the Employee’s Annual Pension Payable under the Pension Plan;


(b)	the Employee’s Annual Pension Payable under the GE Pension Plan;


(c)	1/2 of the Employee’s Annual Estimated Social Security Benefit;


(d)	the Employee’s annual excess benefit, if any, payable under the Momentive Performance Materials Inc. Excess Benefit Plan;


(e)	in the case of a Transition Employee, the Employee’s annual excess benefit, if any, earned as of January 28, 2007, and payable under the GE Excess Benefit Plan; and


(f)	in the case of a Transition Employee, the Employee’s annual benefit, if any, earned as of January 28, 2007, and payable under the GE Supplementary Pension Plan.

3.2 The amounts described in paragraphs (a), (b), (c), (d) and (e) of Section 3.1 shall be determined before any adjustment for commencement at other than normal retirement age or any adjustment for form of payment. Such Supplementary Pension shall be subject to the limitations specified in Article VII of the Plan. Notwithstanding the foregoing, in no event shall any change in the amount deferred under the Plan that results directly from changes in benefit limitations applicable to the Pension Plan under the Code exceed that change in the amounts accrued under the Pension Plan.

ARTICLE IV

AMOUNT OF SUPPLEMENTARY PENSION AT OPTIONAL OR DISABILITY RETIREMENT

4.1 The amount of the annual Supplementary Pension payable to an eligible Employee who, following attainment of age 60, retires on an optional retirement date under Section V.1 of the Pension Plan shall be computed in the manner provided by Article III of the Plan (for an Employee retiring on his normal retirement date) but taking into account only Pension Benefit Service and Average Annual Compensation to the actual date of optional retirement. Such Supplementary Pension shall be subject to the limitations specified in Article VII of the Plan. In the event such Employee is a New Plan Participant on the date of his termination of Service, such Supplementary Pension, as so limited, shall be reduced to reflect commencement before his normal retirement date by applying the methodology provided under

Section VI.3 of the Pension Plan. Consistent with the foregoing, such reduction shall equal 5/12% for each month from such Employee’s optional retirement date to his normal retirement date. Said reduction shall not be imposed, however, in the event such Employee terminates from the Service of the Company and its Affiliates on or after (1) attainment of at least age 62 and (2) completion of at least 25 years of Pension Qualification Service.

4.2 The annual amount of the Supplementary Pension payable to an eligible Employee who retires on a Disability Pension under Section VII of the Pension Plan shall first be computed in the manner provided by Article III of the Plan (for an Employee retiring on his normal retirement date) taking into account only Pension Benefit Service and Average Annual Compensation to the actual date of disability retirement. Such Supplementary Pension shall be subject to the limitations specified in Article VII of the Plan. Such Supplementary Pension, as so limited, shall be reduced to reflect commencement before the Employee’s earliest optional retirement age by applying the methodology provided under Section VIII.3 of the Pension Plan.

ARTICLE V

SPECIAL BENEFIT PROTECTION FOR CERTAIN EMPLOYEES

5.1 A former Employee whose Service with the Company and its Affiliates is terminated before attainment of age 60 and after completion of 25 or more years of Pension Qualification Service and who meets one of the following conditions shall be eligible for a Supplementary Pension under the Plan payable in accordance with Article VIII of the Plan:


(a)	The Employee’s Service is terminated because of a Plant Closing.


(b)	The Employee’s Service is terminated for transfer to a Successor Employer.


(c)	The Employee’s Service terminated after one year on layoff with protected Service.

5.2 A former Employee, who met the 5 years of Pension Qualification Service required to participate, whose Service with the Company and its Affiliates is terminated before attainment of age 60 and who does not meet the requirements of Section 5.1 and who is approved by the Executive Vice President of Human Resources shall be eligible for a Supplementary Pension under the Plan payable in accordance with Article VIII of the Plan.

5.3 An eligible Employee, who met the 5 years of Pension Qualification Service required to participate, whose Service with the Company and its Affiliates is involuntarily terminated by the Company or its Affiliates without Cause or voluntarily terminates for Good Reason (as such terms are defined below) before attainment of age 60 and who does not meet the requirements of Section 5.1 or 5.2 above, shall be eligible for a Supplementary Pension under the Plan payable in accordance with Article VIII of the Plan.

For purposes of this Section 5.3, “Cause” means the termination by the Company or an Affiliate of an Employee’s employment based on such Employee’s (a) commission of a felony or a crime of moral turpitude; (b) commission of a willful and material act of dishonesty involving

the Company or an Affiliate; (c) breach of the Company’s policies that causes material harm to the Company, its Affiliates or its or their business reputation; (d) willful misconduct which causes material harm to the Company, its Affiliates or its or their business reputation; or (e) failure to cure a material breach of his obligations under any agreement entered into between the Employee and the Company and/or an Affiliate within 30 days after written notice of such breach.

For purposes of this Section 5.3, “Good Reason” means the voluntary resignation by the Employee within 180 days after the initial occurrence of any one or more of the following actions taken by the Company or any Affiliate without the Employee’s consent (i) a material diminution in the Employee’s annual base salary, (ii) a material reduction or adverse change in the Employee’s title, authority, duties, responsibilities, or reporting relationship; or (iii) a material relocation of the Employee’s primary work place, as assigned to him by the Company. Notwithstanding the foregoing, a termination will not be for “Good Reason” unless the Employee shall have given the Company thirty (30) days’ prior written notice describing the alleged action(s) and then only if the Company has not cured such actions within thirty (30) days after the Company’s receipt of such written notice.

5.4 The Supplementary Pension, if any, for Employees who meet the conditions in Sections 5.1, 5.2 and 5.3 of the Plan shall be calculated in accordance with the provisions of Section 4.1 of the Plan, including the imposition of the reduction described therein to reflect a commencement date occurring before normal retirement date in the case of Employees who are New Plan Participants on the date of their termination of Service. For purposes of making this calculation, the Employee’s: (1) Pension Benefit Service to the Service termination date shall be considered; (2) Average Annual Compensation shall be based on the last 120 completed months before such Service termination date; and (3) Annual Estimated Social Security Benefit shall be determined as though the Employee’s retirement date was such Service termination date.

ARTICLE VI

PAYMENTS UPON DEATH

6.1 If an eligible Employee dies in active Service, or if a former Employee entitled to a Supplementary Pension pursuant to Article V of the Plan dies prior to such retirement, and a death benefit is payable to the beneficiary or Spouse of such Employee under the Pension Plan, a death benefit shall also be payable to the beneficiary or Spouse under this Supplementary Pension Plan. Any such death benefit payable under the Plan shall be computed as if paid in the same manner as the death benefit payable under the Pension Plan but shall be based on the Supplementary Pension payable under the Plan. The death benefit payable under the Plan will begin to be paid as of January following the later of the Employee’s death or the date the Employee would have attained age 60.

ARTICLE VII

LIMITATION ON BENEFITS

7.1 Notwithstanding any provision of the Plan to the contrary, if the sum of:


(a)	the Supplementary Pension otherwise payable to an Employee hereunder;


(b)	the Employee’s Annual Pension Payable under the Pension Plan;


(c)	the Employee’s Annual Pension Payable under the GE Pension Plan;


(d)	100% of the Annual Estimated Social Security Benefit but before any adjustment for less than 35 years of Pension Benefit Service;


(e)	the Employee’s annual excess benefit, if any, payable under the Momentive Performance Materials Inc. Excess Benefit Plan;


(f)	in the case of a Transition Employee, the Employee’s annual excess benefit, if any, earned as of January 28, 2007, and payable under the GE Excess Benefit Plan; and


(g)	in the case of a Transition Employee, the Employee’s annual benefit, if any, earned as of January 28, 2007, and payable under the GE Supplementary Pension Plan,

exceeds 60% of his Average Annual Compensation (with such Supplementary Pension and the amounts set forth in (b), (c), (e), (f), and (g) above determined before any adjustment for commencement at other than normal retirement age or any adjustment for form of payment), such Supplementary Pension (as so determined) shall be reduced by the amount of the excess. Any further reductions or adjustments prescribed herein, including those applicable to Employees who are New Plan Participants on the date of their termination of Service, shall be applied against such reduced Supplementary Pension.

ARTICLE VIII

PAYMENT OF BENEFITS

8.1 An Employee shall receive the Supplementary Pension provided for herein beginning as of January following the later of the Employee’s termination of Service (within the meaning of section 409A of the Code) or attainment of age 60. The Employee shall receive the Supplementary Pension in the form of a single life annuity or any other actuarial equivalent annuity that the Employee is eligible to elect under the Pension Plan and elects to be paid in such annuity form before the annuity starting date for his Supplementary Pension. Such election shall not require spousal consent. For purpose of determining benefits under the Plan, it is assumed that the Employee elects to receive his Pension under the plans described in Article III of the Plan in the same form and beginning at the same time as he receives his Supplementary Pension under the Plan. The provisions of the Pension Plan relating to the treatment of amounts payable to a missing person shall apply to amounts payable under the Plan.

8.2 An Employee’s beneficiary for the purposes of the Plan shall be the beneficiary designated by him. The provisions of the Pension Plan with respect to the designation or selection of a beneficiary shall apply to the designation or selection of a beneficiary under the Plan, except that the requirement of the Spouse’s Consent to the designation or selection of a

beneficiary by the Employee shall not apply.

8.3 To the extent that deferred compensation subject to the requirements of section 409A of the Code becomes payable under this Agreement to a “specified employee” (within the meaning of section 409A of the Code) on account of separation from service, any such payments shall be delayed by six months to the extent necessary to comply with the requirements of section 409A of the Code.

ARTICLE IX

ADMINISTRATION

9.1 The Plan shall be administered by the Committee, which shall have authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve in its sole and absolute discretion any and all questions or claims, including interpretations of the Plan, as may arise in connection with the Plan.

9.2 In the administration of the Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may also serve as counsel to the Company.

9.3 The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan or making any claim hereunder.

9.4 Notwithstanding any provision to the contrary, all provisions of the Plan shall be construed and interpreted to comply with section 409A of the Code and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with section 409A of the Code or the applicable regulations thereunder.

ARTICLE X

CLAIMS PROCEDURE

10.1 The Committee shall advise each Employee and beneficiary of any benefits to which he is entitled under the Plan. If any person believes that a the Company has failed to advise him of any benefit to which he is entitled or pay him any benefit due under the Plan, he may file a written claim with the Committee. The claim shall be reviewed, and a response provided, within a reasonable period of time after receiving the claim. Every claimant who is denied a claim for benefits shall be provided with written notice within 90 days following receipt by the Committee unless the Committee determines that special circumstances require an extension of time for processing the claim (which extension shall not exceed a period of 90 days from the end of such initial period) in which case written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. The notice shall set forth in a manner calculated to be understood by the claimant: the specific reason or reasons for the denial; specific reference to pertinent Plan provisions upon which the denial is based; a description of any additional material or information necessary for the claimant to perfect the

claim and an explanation of why such material or information is necessary; and an explanation of the claim review procedure and time limits applicable to such procedure as set forth in paragraph (b) and a statement of the Employee’s right to bring a civil action under section 502(a) of ERISA if a claim is denied upon review.

10.2 Within 60 days of receipt by a claimant of a notice denying a claim under the Plan under paragraph 1 above, the claimant or his duly authorized representative may request in writing a full and fair review of the claim by the Committee. The Committee may extend the 60-day period where the nature of the benefit involved or other attendant circumstances make such extension appropriate. In connection with such review, the claimant or his duly authorized representative may review pertinent documents, may request (free of charge) reasonable access to, and copies of all documents, records and other information relevant to the claim for benefits, and may submit issues and comments in writing. The claims review provided hereunder shall take into account all comments, documents, records, and other information submitted by the claimant, regardless of whether such information was submitted or considered in the initial benefit decision. The Committee shall make a decision promptly, and not later than 60 days after the Committee's receipt of a request for review, unless special circumstances (such as the need to hold a hearing, if the Committee deems one necessary) require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of a request for review. The decision on review shall be in writing and shall include specific reasons for the decision, be written in a manner calculated to be understood by the claimant, and include specific references to the pertinent Plan provisions on which the decision is based. This written decision shall also contain a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim and a statement of the claimant's right to bring a civil action under section 502(a) of ERISA.

ARTICLE XI

TERMINATION, SUSPENSION OR AMENDMENT

The Board of Directors may, in its sole discretion, terminate, suspend or amend the Plan at any time or from time to time, in whole or in part. However, no such termination, suspension or amendment shall adversely affect (a) the benefits of any former Employee who retired under the Plan prior to the date of such termination, suspension or amendment or (b) the right of any then current Employee to receive upon retirement or if later, age 60, or of his or her Surviving Spouse or beneficiary to receive upon such Employee’s death or if later, the date the Employee would have attained age 60, the Supplementary Pension or death benefit, as the case may be, to which such person would have been entitled under the Plan, regardless of whether such Employee had attained age 60 or was otherwise vested in his Supplementary Pension or death benefit as of such date and taking into account the Employee’s Pension Benefit Service and Average Annual Compensation calculated as of the effective date of such termination, suspension or amendment.

ARTICLE XII

GENERAL CONDITIONS

12.1 No interest of an Employee, retired employee, Surviving Spouse or beneficiary

under the Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through an Employee, retired employee, Surviving Spouse or beneficiary. If any attempt is made to alienate, pledge or charge any such interest or any such benefit for any debt, liabilities in tort or contract, or otherwise, of any Employee, retired employee, Surviving Spouse, or beneficiary, contrary to the prohibitions of the preceding sentence, then the Committee in its discretion may suspend or forfeit the interests of such person and during the period of such suspension, or in case of forfeiture, the Committee shall hold such interest for the benefit of, or shall make the benefit payments to which such person would otherwise be entitled to the designated beneficiary or to some member of such Employee’s, retired employee’s, Surviving Spouse’s or beneficiary’s family to be selected in the discretion of the Committee. Similarly, in cases of misconduct, incapacity or disability, the Committee, in its sole discretion, may make payments to some member of the family of any of the foregoing to be selected by it or to whomsoever it may determine is best fitted to receive or administer such payments.

12.2 No Employee and no other person shall have any legal or equitable rights or interest in the Plan that are not expressly granted in the Plan. Participation in the Plan does not give any person any right to be retained in the Service of his employer. The right and power of the Company to dismiss or discharge any Employee is expressly reserved.

12.3 Except to the extent that the same are governed by ERISA, the law of the State of Ohio shall govern the construction and administration of the Plan.

12.4 The rights under the Plan of an Employee who leaves the Service of the Company at any time and the rights of anyone entitled to receive any payments under the Plan by reason of the death of such Employee, shall be governed by the provisions of the Plan in effect on the date such Employee leaves the Service of the Company, except as otherwise specifically provided in the Plan.

12.5 No funds shall be segregated or earmarked for any current or former employee beneficiary or other person; however, the Company may establish one or more grantor trusts of the type known as a “Rabbi Trust” in respect of its obligations under the Plan (in which case amounts deferred under the Plan shall also be governed by the terms of such trust). No current or former employee, beneficiary or other person, individually or as a member of a group, shall have any right, title or interest in any fund, any specific sum of money, any grantor trust, or in any asset that may be acquired by the Company in respect of its obligations under the Plan, other than as a general creditor of the Company with an unsecured claim against the Company’s general assets.

12.6 The rights, privileges, benefits and obligations under the Plan are intended to be and shall be treated as legal obligations of and binding upon the Company, its successors and assigns, including successors by merger, consolidation, reorganization or otherwise.

IN WITNESS WHEREOF , the Plan Sponsor has executed the Plan as of the 31 ^st day of December, 2011.



	MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC. (Plan Sponsor) By: /s/ Authorized Person