THE
ESTEE LAUDER INC.
RETIREMENT BENEFITS RESTORATION PLAN
Effective as of January 1, 1984
Amended and Restated as of January 1, 1999
THE
ESTEE LAUDER INC.
RETIREMENT BENEFITS RESTORATION PLAN
ARTICLE I
INTRODUCTION
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1. This instrument amends and restates as of January 1, 1999, the terms and
conditions of the Estee Lauder Inc. Retirement Benefits Restoration Plan,
as previously adopted effective as of January 1, 1984.
2. The purpose of this Plan is to provide for certain Employees of the Company
and its subsidiaries retirement benefits over and above the benefits
provided by the Estee Lauder Inc. Retirement Growth Account Plan. This Plan
is not intended to be qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the 'Code').
3. The Plan is intended to be an 'excess benefit plan' as that term is defined
in Section 3(36) of the Employee Retirement Income Security Act of 1974, as
amended ('ERISA') with respect to those participants whose benefits under
the Retirement Plan have been limited by Section 415 of the Code, and a
'top hat' plan meeting the requirements of Sections 201(2), 301(a)(3),
401(a)(1) and 4021(b)(6) of ERISA with respect to those participants whose
benefits under the Retirement Plan have been limited by Section 401(a)(17)
of the Code.
ARTICLE II
DEFINITIONS
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1. 'Beneficiary' shall mean the individual entitled to receive a death or
survivor benefit under the Retirement Plan.
2. 'Board' shall mean the Board of Directors of the Company.
3. 'Code' shall mean the Internal Revenue Code of 1986, as amended.
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4. 'Company' shall mean Estee Lauder Inc. or any successor thereto.
5. 'Employee' shall mean any employee who is a participant in the Retirement
Plan whose benefit thereunder is limited by Section 415 or Section
401(a)(17) of the Code.
6. 'Employee Benefits Committee' shall mean the Estee Lauder Inc. Employee
Benefits Committee, which administers the Retirement Plan.
7. 'ERISA' shall mean the Employee Retirement Income Security Act of 1974, as
amended.
8. 'Fiduciary Committee' shall mean the Estee Lauder Inc. Fiduciary Investment
Committee, which performs certain fiduciary functions with respect to the
Retirement Plan.
9. 'Plan' shall mean the Estee Lauder Inc. Retirement Benefits Restoration
Plan as hereinafter from time to time amended.
10. 'Plan Year' shall mean the period beginning January 1 and ending December
31 of each calendar year.
11. 'Retirement Plan' shall mean the Estee Lauder Inc. Retirement Growth
Account Plan, as amended and restated as of January 1, 1999, and as amended
from time to time thereafter.
12. 'Retirement Plan Supplemental Benefit' shall mean the benefit provided for
pursuant to Article III hereof.
ARTICLE III
BENEFITS PAYABLE UNDER THIS PLAN
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1. An Employee who is a participant in the Retirement Plan shall be entitled
to a Retirement Plan Supplemental Benefit as hereinafter provided. Such
benefit shall be an amount equal to the excess of (i) over (ii) where:
(i) is the benefit which would have been paid to such
Employee (or his Beneficiary) under the Retirement Plan, if
the provisions of the
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Retirement Plan were administered without regard to the
limitations set forth in Section 415 of the Code and reflected
in the Retirement Plan; and
(ii) is the limited benefit which is payable to such
Employee (or his Beneficiary) under the Retirement Plan after
giving effect to the limitations set forth in Section 415 of
the Code and reflected in the Retirement Plan.
2. In addition, each Employee who is a participant in the Retirement Plan
shall be entitled to a Retirement Plan Supplemental Benefit equal to the
amount by which the Retirement Plan Supplemental Benefit determined under
Section 1 of this Article III would be greater if it were determined by
disregarding, in addition to Section 415 limitations, any limitations on
such Employee's 'Compensation' and 'Average Final Compensation' imposed by
reason of Section 401(a)(17) of the Code.
ARTICLE IV
PAYMENT OF BENEFITS
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1. Payment of Retirement Plan Supplemental Benefits shall commence as of the
day as of which payments are first paid to such Employee (or his
Beneficiary) under the Retirement Plan, and shall be payable in the same
manner and with the same limitations, including any applicable actuarial
reductions or increases, as payments made pursuant to the Retirement Plan.
Notwithstanding the foregoing, the Fiduciary Committee shall be permitted
to designate actuarial assumptions different from those used under the
Retirement Plan, which alternative assumptions, if so designated, shall be
set forth in Appendix A to this Plan.
2. Notwithstanding the foregoing Section 1 of this Article IV, in the event an
Employee elects to receive a lump sum payment under the Retirement Plan,
the Company reserves the right to make any payment of Retirement Plan
Supplemental Benefits in equal annual installments over a period not to
exceed five years.
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ARTICLE V
VESTING
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1. An Employee shall be vested in his Retirement Plan Supplemental Benefit to
the same extent such Employee is vested in his accrued benefit under the
Retirement Plan.
ARTICLE VI
BENEFICIARIES
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1. An Employee's Beneficiary or Beneficiaries under this Plan shall be deemed
to be the same individual or individuals designated, or otherwise
determined to be the beneficiary or beneficiaries of the death benefit
payable under the Retirement Plan.
2. In the event of the death of an Employee who would have been entitled to a
Retirement Plan Supplemental Benefit or who has begun to receive a
Retirement Plan Supplemental Benefit, such Employee's Beneficiary shall be
entitled to a death or survivor benefit only if such Beneficiary would be
entitled to a death or survivor benefit under the Retirement Plan, and
payment shall be made to such Beneficiary pursuant to the provisions of the
Article IV hereof.
ARTICLE VII
FUNDING
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1. Benefit payment shall be paid in cash from the general funds of the Company
and no special or separate fund shall be established and no segregation of
assets shall be made to assure payment of distributions. Nothing contained
in this Plan and no action taken pursuant to its provisions shall create or
be construed to create a trust of any kind, nor a fiduciary relationship
between the Company and the Employee or any other person. To the extent
that any person acquires a right to receive benefits from the Company under
this Plan, such right shall be no greater than the right of an unsecured
creditor of the Company.
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ARTICLE VIII
ADMINISTRATION OF THE PLAN
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1. This Plan shall be operated under direction of the Board and administered
by the Employee Benefits Committee, in a manner consistent with the
operation and administration of the Retirement Plan as set forth in the
appropriate articles of such plan. The Employee Benefits Committee's
decision in any matter involving the interpretation and application of this
Plan shall be final and binding.
ARTICLE IX
LOSS OF BENEFITS
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1. Notwithstanding any provision of this Plan to the contrary, in the sole
discretion of the Company and after written notice to the Employee or such
other person designated by the Employee, rights to receive any benefits
under this Plan may be forfeited, suspended, reduced or terminated in cases
of gross misconduct by the Employee, or of any conduct, activity or
competitive occupation which is reasonably deemed to be prejudicial to the
interests of the Company, including but not limited to the utilization or
disclosure of confidential information for gain or otherwise.
ARTICLE X
AMENDMENT AND TERMINATION
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1. The Company expects to continue this Plan indefinitely but reserves the
right to amend or terminate it if, in its sole judgment, such a change is
deemed necessary or desirable. If the Company shall amend this Plan, the
rights of an Employee to his accrued benefit under the Plan, determined as
of the date of such amendment, shall be nonforfeitable to the extent that
any such amendment would reduce such Employee's benefit hereunder. If the
Company shall terminate this Plan, the rights of an Employee to his accrued
benefit hereunder shall, as of the date of such termination, be
nonforfeitable and, unless the Fiduciary Committee approves earlier
payment, such accrued benefit shall be paid at such time or times as
provided in Article IV hereof.
2. If the Company should terminate the Retirement Plan with respect to
participants therein, Employees shall cease to accrue additional benefits
hereunder and, unless the Fiduciary Committee approves
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earlier payment, their accrued benefits under this Plan as of the date of
such Retirement Plan termination shall continue to be payable at the same
time or times, in the same manner and with the same limitations (including
any applicable actuarial reductions or increases) as their benefits would
have been paid under the Retirement Plan if such plan had not terminated.
Notwithstanding the foregoing, the Fiduciary Committee shall be permitted
to designate actuarial assumptions different from those used under the
Retirement Plan, which alternative assumptions, if so designated, shall be
set forth in Appendix A to this Plan. The Employee Benefits Committee may
specify any election forms or other procedures necessary to carry out the
intent of this Section 2.
ARTICLE XI
MISCELLANEOUS
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1. (a) No right to payment or any other interest of an Employee shall be
assignable or subject to attachment, execution or levy of any kind, except
to the extent permitted by law or a court ruling.
(b) No contribution to or benefit payable under this Plan shall be
deemed salary or other compensation to the Employee for the purpose of
computing benefits to which he may be entitled under the Retirement Plan.
This Plan shall be binding upon and inure to the benefit of the Company and
its successors and assigns and the Employee and his Beneficiary or
Beneficiaries.
(c) Neither the eligible Employee nor his Beneficiary or Beneficiaries
shall encumber, sell or dispose of the right to receive the payments
provided under this Plan, which payments and the rights thereto are
expressly declared to be nontransferable and nonassignable.
(d) The Company may withhold from any benefits payable under the Plan
any taxes required to be withheld pursuant to any law or governmental
regulation or ruling.
(e) Nothing in this Plan shall be construed as giving any Employee the
right to be retained in the employ of the Company or any other 'Employer'
(within the meaning of the Retirement
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Plan). Each Employer expressly reserves the right to dismiss any Employee
at any time without regard to the effect which such dismissal might have
upon him under the Plan.
(f) This Plan shall be construed, administered and enforced according
to the laws of the State of New York.
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APPENDIX A
Actuarial Assumptions Different From Those Used Under Retirement Plan
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As of January 1, 1999
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None.
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