UNITED TECHNOLOGIES CORPORATION
DEFERRED COMPENSATION PLAN
(As amended and restated effective January 1, 2005)
United Technologies Corporation established the United Technologies Deferred Compensation Plan effective April 1,
1985. Pursuant to such Plan, certain eligible executives of the Corporation, its Subsidiaries and Affiliates deferred all or a portion
of their compensation earned with respect to 1985 and 1986. No compensation earned after 1986 was deferred under the Plan
until the Plan was amended and restated effective December 15, 1993 to offer eligible executives the opportunity to defer all or a
portion of Compensation earned or otherwise payable in 1994 and subsequent years. The Plan has been amended from time to
time since 1993.
The Plan is hereby amended and restated, effective January 1, 2005, to reflect the requirements of Section 409A of the
Internal Revenue Code. The Plan, as amended and restated, applies to deferrals that were earned or vested after December 31,
2004. Amounts that were earned and vested (within the meaning of Section 409A) before January 1, 2005, and any subsequent
increases in these amounts that are permitted to be treated as grandfathered benefits under Section 409A, are subject to and
shall continue to be governed by the terms of the Prior Plan as set forth in Appendix A.
From January 1, 2005 through December 31, 2008, the Plan has been operated in good faith compliance with Section 409A
in accordance with guidance provided by the Internal Revenue Service.
Beneficiary means the person, persons or entity designated on an electronic or written form by the Participant to receive
the value of his or her Plan Account in the event of the Participant’s death. If the Participant fails to designate a Beneficiary, or
the Beneficiary (and any contingent Beneficiary) does not survive the Participant, the value of the Participant’s Plan Account
will be paid to the estate of the Participant.