These excerpts taken from the MA 10-K filed Feb 19, 2009.
(g) Amendment and Termination.
1. The Company shall have no obligation to make any payments or to provide any benefits under the Practices and Procedures after the date the Committee and the Board indicate that no further Restoration Bonuses are to be awarded by the Company. The Company may amend or terminate the Practices and Procedures in whole or in part at any time and without prior notice to any person by action of either the Committee or the Board.
2. Notwithstanding the foregoing, the Chief Administrative Officer of the Company shall have the unilateral right, without the consent of any Participant or Beneficiary, to the extent that the Chief Administrative Officer deems necessary, appropriate or desirable to ensure that any payment under the Practices and Procedures continues to qualify as a short-term deferral for purposes of Section 409A of the Code (i) to adopt amendments to the Practices and Procedures; provided that such amendments do not materially increase benefits under the Practices and Procedures or materially increase costs for the Company and (ii) to change the form or manner of payment of any benefit under the Practices and Procedures. Any determinations made by the Chief Administrative Officer under this Section 5(g)(2) shall be final, conclusive and binding on all persons.