AMERICAN INTERNATIONAL GROUP, INC






 





Exhibit 10.2


 


 


 


 


 


 


AMERICAN
INTERNATIONAL GROUP, INC.


 NON-QUALIFIED RETIREMENT INCOME PLAN


(Amended and
Restated effective July 31, 2020)


 


 


 


 


 


 


 


 


 


 


 


 


 





 







 












 





TABLE OF CONTENTS


	
   

  	
  Page

  
	
  ARTICLE 1

  	
  DEFINITIONS..................................................................................................

  	
  1

  
	
  ARTICLE 2

  	
  PARTICIPATION............................................................................................

  	
  6

  
	
  ARTICLE 3

  	
  RETIREMENT AND OTHER BENEFITS......................................................

  	
  7

  
	
  ARTICLE 4

  	
  EXCESS RETIREMENT INCOME.................................................................

  	
  10

  
	
  ARTICLE 5

  	
  VESTING..........................................................................................................

  	
  16

  
	
  ARTICLE 6

  	
  MODES OF BENEFIT PAYMENT.................................................................

  	
  17

  
	
  ARTICLE 7

  	
  DEATH
  BENEFITS.........................................................................................

  	
  20

  
	
  ARTICLE 8

  	
  LIABILITY OF THE COMPANY...................................................................

  	
  23

  
	
  ARTICLE 9

  	
  ADMINISTRATION OF THE PLAN..............................................................

  	
  24

  
	
  ARTICLE 10

  	
  AMENDMENT OR TERMINATION OF THE PLAN...................................

  	
  30

  
	
  ARTICLE 11

  	
  GENERAL
  PROVISIONS...............................................................................

  	
  31

  
	
  SCHEDULE A

  	
    ...........................................................................................................................

  	
  33

  
	
  APPENDIX A

  	
  RESTORATION OF RETIREMENT INCOME PLAN FOR CERTAIN

  	
   

  
	
   

  	
  EMPLOYEES PARTICIPATING IN THE
  RESTATED AMERICAN

  	
   

  
	
   

  	
  GENERAL RETIREMENT
  PLAN..................................................................

  	
  A-1

  
	
  APPENDIX B

  	
  THE HARTFORD STEAM BOILER EXCESS RETIREMENT BENEFIT

  	
   

  
	
   

  	
  PLAN................................................................................................................

  	
  B-1

  
	
  APPENDIX C

  	
  20TH CENTURY INDUSTRIES SUPPLEMENTAL PENSION PLAN

  	
   

  
	
   

  	
  (RESTATEMENT NO. 1)................................................................................

  	
  C-1

  
	
  APPENDIX D

  	
  TREATMENT OF EMPLOYEES TRANSFERRING WITH THE SALE OF

  	
   

  
	
   

  	
  UNITED GUARANTY
  CORPORATION.......................................................

  	
  D-1

  
	
  APPENDIX E

  	
  TREATMENT OF EMPLOYEES TRANFERRING WITH THE SALE OF

  	
   

  
	
   

  	
  FORTITUDE GROUP HOLDINGS,
  INC........................................................

  	
  E-1

  






 


 





 







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PREAMBLE


            The American
International Group, Inc.  Non-Qualified Retirement Income Plan (hereinafter
referred to as the “Plan”) shall become effective on April 1, 2012 and
shall constitute an amendment, restatement and continuation of the “American
International Group, Inc. Excess Retirement Income Plan”, as amended and in
effect on March 31, 2012.


            The purpose of the Plan
is to permit certain Employees of the Employer to receive additional retirement
income benefits from the Employer when benefits cannot be paid from the
American International Group, Inc. Retirement Plan due to the limitations of
Sections 401(a)(17) and, prior to April 1, 2012, 415 of the Internal Revenue
Code.


The Plan is
intended to comply with Section 409A of the Internal Revenue Code. Effective as
of the end of the business day on December 31, 2015, the Plan is frozen and no
benefits shall increase thereafter, except for amounts related to Interest
Credits (as defined in the American International Group, Inc. Retirement Plan)
that are reflected under the American International Group, Inc. Retirement Plan
or this Plan.  Service will be recognized after that date only for purposes of
vesting and eligibility for early retirement benefits.





 








 


 


 












 





Article 1

Definitions 


1.                                              


            The
following words and phrases as used herein shall have the following meanings,
and the masculine, feminine and neuter gender shall be deemed to include the
others and the singular shall include the plural, and vice versa, when
appropriate, unless a different meaning is plainly required by the context:


1.1       “Account” means the
Account as defined in the Qualified Plan for a Cash Balance Participant as
defined thereunder.


1.2       “Affiliated
Employer” means any member of the same controlled group of corporations as the
Company or an Employer as determined under Section 414(b) or (c) of the Code.


1.3       “AG Offset” means
the monthly amount payable at Normal, Early, Postponed, or Disability
Retirement Date, as applicable, in the form of a single life annuity under the
Restoration Income Plan for Certain Employees Participating in the Restated
American General Retirement Plan which was cashed out to the Participant from
the American General Corporation Supplemental Executive Retirement Plan (sometimes
referred to as the “AG SERP”) or a Supplemental Executive Retirement Agreement
(sometimes referred to as an “AG SERA”).


1.4       “Average Final
Compensation” means the amount determined by dividing (i) the average annual
Compensation of the Participant during the three consecutive years in the last
ten years of his Credited Service (as defined under the Qualified Plan)
affording the highest such average, or during all the years of his Credited
Service if less than three years, by (ii) twelve (12). For purposes of
determining Average Final Compensation for a Participant listed on
Schedule A, the Freeze Period as defined in Section 4.6 shall be
disregarded for purposes of determining whether years are consecutive Average
Final Compensation shall not increase after December 31, 2015.  Effective
December 31, 2015, Average Final Compensation means the amount determined by
dividing (i) the average annual Compensation of the Participant during the
three consecutive years during the ten year period of his or her Credited
Service (as defined in the Qualified Plan) prior to December 31, 2015, or
during all the years of his Credited Service prior to December 31, 2015 if less
than three years, by (ii) twelve (12).


1.5       “Code” means the
Internal Revenue Code of 1986, as amended from time to time.


1.6       “Committee” means
the Compensation and Management Resources Committee of the Board of Directors
of American International Group, Inc. or any successor thereto.


1.7       “Company” means
American International Group, Inc.


1.8       “Compensation”
means, for amounts other than amounts determined under Section 1.1, the
Participant’s Compensation as determined under the Qualified Plan, excluding
any sales commissions payable to an Employee for services rendered to the
Company. Effective as of April 1, 2012, Compensation for purposes of
determining the amount under Section 1.1 means the Participant’s Compensation
as determined under the Qualified Plan for purposes of


 




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determining Pay Credits (as defined in the Qualified Plan),
provided that Compensation for any Plan Year shall be limited to $1,000,000
(one million dollars), adjusted annually in the same manner that the limitation
under Section 401(a)(17) of the Code is adjusted to reflect cost-of-living
increases, pursuant to rules established by the Plan Administrator in its sole
discretion. Compensation for any purpose under the Plan, including for periods
prior to April 1, 2012, shall not include severance payments and other
amounts paid after a Participant’s Separation from Service.  No Compensation
paid after December 31, 2015 shall be taken into account under the Plan for any
purpose.


1.9       “Designated
Beneficiary” means the beneficiary designated by the Participant pursuant to
rules established by the Plan Administrator. In the event that a Participant
fails to designate a beneficiary under the Plan, such Participant’s Designated
Beneficiary shall be deemed to be the beneficiary with respect to such Participant’s
Qualified Plan pre-retirement death benefit.


1.10     “Disability” means
the Participant is, by reason of 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 12 months, receiving income
replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the Company or an Employer,
including the Company’s short-term disability program.


1.11     “Early Retirement Date” means the date as of which
benefits commence for a Participant eligible for a benefit under Section 3.2.


1.12     “Effective Date” of
this Plan means April 1, 2012. The original effective date of the Plan is
July 1, 1986.


1.13     “Employee” means a
person who is classified as an employee on the payroll records of an Employer.
Individuals not classified as employees on the payroll records of an Employer
for a particular period shall not be considered Employees for such period even
if a court of administrative agency subsequently determines that such
individuals were common law employees of the Employer during such period.


1.14     “Employer” means the
Company and any other company as defined in Sections 2.06 and 8.01 of the
American International Group, Inc. Retirement Plan.


1.15     “Excess Account” means
the difference between (a) and (b) as stated below:


(a)         the Account to which the Participant would have
been entitled under the Qualified Plan, if such benefit were calculated under
the Qualified Plan without giving effect to the limitations imposed by the
application of Code Sections 401(a)(17) and if such Account were calculated
using Compensation as defined herein including, where provided for a
Participant pursuant to a written agreement with the Company, compensation paid
after Separation from Service; 


(b)         the Account payable to the Participant under
the Qualified Plan and any predecessor thereof after the limitations imposed by
the application of Code 




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Sections 401(a)(17)
disregarding, except as provided otherwise for a Participant pursuant to a
written agreement with the Company, compensation (as defined in the Qualified
Plan) paid after the Participant’s Separation from Service.


Effective December 31, 2015, the Excess
Account is frozen and shall not increase thereafter, nor shall there be any
increase in the offset amounts that are applied in determining the Excess
Account, other than any increase related to Interest Credits (as defined in the
Qualified Plan).


1.16     “Excess Normal
Retirement Income” means the amount determined under Section 4.1.


1.17     “Excess Opening Account
Balance” means the difference between (i) the Opening Account Balance (as
defined in the Qualified Plan), increased by Interest Credits applicable as of
the determination date, to which the Participant would have been entitled under
the Qualified Plan, if such Opening Balance, increased by Interest Credits
applicable as of the determination date, were calculated under the Qualified
Plan without giving effect to the limitations imposed by the application of
Code Sections 401(a)(17) and 415 and if such Opening Balance, increased by
Interest Credits applicable as of the determination date, were calculated using
Average Final Compensation as defined herein, and (ii) the Opening Balance
(as defined in the Qualified Plan), increased by Interest Credits applicable as
of the determination date, to which the Participant is entitled, taking into
account the limitations imposed by the application of Code Sections 401(a)(17)
and 415.


1.18     “Executive” means
any person, including an officer, employed on a regular, full-time, salaried
basis by an Employer.


1.19     “Frozen Accrued
Benefit” means a Participant’s accrued benefit under the Plan as of March 31,
2012, determined as provided under Section 4.1


1.20     “Grandfathered
Accrued Benefit” means the accrued benefit that would be determined under
Section 4.1, taking into account all Credited Service (as defined in the
Qualified Plan), Compensation (as defined in the Qualified Plan, but excluding
amounts paid after Separation from Service), and Covered Compensation until a
Participant’s Separation from Service or death, applying the benefit formula
that applied under the Qualified Plan on March 31, 2012.  Effective
December 31, 2015, the Grandfathered Accrued Benefit is frozen.  After that
date, Credited Service, Compensation (as defined in the prior sentence), and
Covered Compensation shall not increase, nor shall there be any increase in the
offset amounts that are applied in determining the amount of the Grandfathered
Accrued Benefit.


1.21     “Grandfathered
Transition Benefit” means the benefit provided in Section 4.2(c) for a
Participant who is a Grandfathered Transition Participant as defined in the
Qualified Plan.  Effective December 31, 2015, the Grandfathered Transition
Benefit is frozen and shall not increase thereafter, nor shall there be any
increase in the offset amounts that are applied in


determining
the amount of the Grandfathered Transition Benefit, other than any increase
related to Interest Credits (as defined in the Qualified Plan).


 




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1.22     “Non-Grandfathered
Transition Benefit” means the benefit provided in Section 4.2(b) for a
Participant who is a Non-Grandfathered Transition Participant as defined in the
Qualified Plan.  Effective December 31, 2015, the Non-Grandfathered Transition
Benefit is frozen and shall not increase thereafter, nor shall there be any
increase in the offset amounts that are applied in determining the amount of
the Non-Grandfathered Transition Benefit, other than any increase related to
Interest Credits (as defined in the Qualified Plan).


1.23     “Normal Form” means
a single life annuity payable for the life of the Participant and ending with
the last monthly payment made prior to the Participant’s death.


1.24     “Normal
Retirement Date” means the Participant’s Normal Retirement Date as determined
under the terms of the Qualified Plan.


1.25     “Participant” means
an Employee who has become a Participant pursuant to Article 2 of the
Plan.


1.26     “Plan” means the
American International Group, Inc.  Non-Qualified Retirement Income Plan, as
herein set forth, and as it may hereafter be amended from time to time.


1.27     “Postponed
Retirement Date” means the date as of which the Participant commences his
Postponed Retirement Benefit after his Normal Retirement Date as determined
under the terms of the Qualified Plan.


1.28     “Qualified Plan”
means the American International Group, Inc. Retirement Plan, as amended from
time to time.


1.29     “Qualified Plan
Pre-Retirement Survivor Annuity” means the benefit paid to a Participant’s beneficiary
under the Qualified Plan upon the Participant’s death prior to his annuity
commencement date.


1.30     “Qualified Plan
Retirement Income” means the benefit paid to a Participant under the Qualified
Plan and includes retirement income payable upon Normal Retirement, Early
Retirement or Postponed Retirement, by reason of disability or to an Employee
who terminates employment with a vested interest in his Qualified Plan
retirement income.


1.31     “Retirement Board”
has the meaning provided under the Qualified Plan.


1.32     “Retirement Income”
means the retirement benefits provided to Participants and their joint or
contingent annuitants in accordance with the applicable provisions of this Plan
and shall include the Excess Retirement Income payable pursuant to
Article 4.  Effective December 31, 2015, Retirement Income is frozen and
shall not increase thereafter, nor shall there be any increase in the offset
amounts that are applied in determining the amount of the Retirement Income, other
than any increase related to Interest Credits (as defined in the Qualified
Plan).


1.33     “Separation from Service” means the Participant has
terminated employment (other than by death or Disability) with the Company and
each Affiliated Employer, subject to the following:


 




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(a)        For this purpose, the employment relationship is treated as
continuing intact while the individual is on military leave, sick leave, or
other bona fide leave of absence (such as temporary employment by the
government) if the period of such leave does not exceed six (6) months or, if
longer, so long as the individual’s right to reemployment with the Company or
an Affiliated Employer is provided either by statute or by contract. If the
period of leave exceeds six (6) months and the individual’s right to
reemployment is not provided either by statute or by contract, the employment
relationship is deemed to terminate on the first date immediately following
such six-month period.


(b)        The determination
of whether a Participant has terminated employment shall be determined based on
the facts and circumstances in accordance with the rules set forth in Code
Section 409A and the regulations thereunder.


1.34     “Specified Employee”
means a Participant who, as of the date of the Participant’s Separation from
Service, is a key employee of the Company or an Employer. For purposes of this
Plan, a Participant is a key employee if the Participant meets the requirements
of Code Section 416(i)(1)(A)(i), (ii), or (iii) applied in accordance with the
regulations thereunder and disregarding section 416(i)(5)) at any time during
the 12‐month period ending on the December 31st of a Plan Year. If a
Participant is a key employee as of such December 31st, the Participant is
treated as a key employee for purposes of this Plan for the entire 12‐month
period beginning on the next following April 1st.


1.35     “Surviving Spouse”
means a spouse to whom the Participant is lawfully married on the date of the
Participant’s death, for purposes of determining the individual entitled to a
benefit under Article 7 with respect to a death occurring prior to April 1,
2012.


1.36      “Years of Service
or Fraction Thereof” means a continuous 12-month period or fraction thereof for
each full day of active employment commencing on the Participant’s date of hire
or on the anniversary thereof.  After December 31, 2015, additional Years of
Service or Fraction Thereof are taken into account only for purposes of
determining a Participant’s Early Retirement Date (if any) and to determine the
applicable reduction factors for a benefit commencing prior to Normal
Retirement Date.







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Article 2

Participation 


2.                                              


            Effective
as of April 1, 2012, Employees who are members of the Qualified Plan and
whose benefits under the Qualified Plan are limited by reason of the
application of the limitations imposed by Section 401(a)(17) of the Code shall
become Participants in this Plan. Prior to April 1, 2012, Employees who
are members of the Qualified Plan and whose benefits under the Qualified Plan
are limited by reason of the application of the limitations imposed by Section
401(a)(17) of the Code or Section 415 of the Code shall become Participants in
this Plan. A Participant who, prior to April 1, 2012, became a Participant
in the Plan solely by reason of the application of the limitations imposed by
Section 415 of the Code and who, on and after April 1, 2012, no longer
meets the eligibility requirements of the Plan, shall not accrue a benefit
under the Plan on and after April 1, 2012 until such time (if ever) that
he again meets the eligibility requirements under the Plan.


            Unless
otherwise specified in an applicable stock or asset purchase or sales agreement
between the Company and another entity, the accruals for any Participant who is
an Employee or former Employee of an entity divested by or sold by the Company
or any of its subsidiaries shall cease, and such individual shall not accrue
additional benefits, or additional service for determining eligibility for any normal
or early retirement benefit under Article 4, thereafter, unless he shall
later become eligible upon rehire to participate in the Plan.


For clarity,
effective April 1, 2012, an individual employed by VALIC as a Field Sales
Employee, Regional Manager (including Assistant Regional Manager, Associate
Regional Manager, District Manager, Branch Manager, and Unit Manager) or Client
Services Specialist became eligible to participate in the Qualified Plan and
therefore became eligible to participate in the Plan, subject to the additional
participation requirements of this Article 2 and the Plan.


No individual
shall become a Participant after December 31, 2015.


 







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Article 3

Retirement and Other Benefits


3.                                              


3.1       Normal Retirement, Postponed Retirement and
Disability Retirement. A Participant in the Plan who has a Separation from
Service on his Normal or Postponed Retirement Date shall be entitled to receive
the Excess Normal or Postponed Retirement Income, as applicable, as described
in Article 4. If a Participant incurs a Disability, the Participant shall
be entitled to receive the Excess Disability Retirement Income described in
Section 4.5.


3.2       Early Retirement. For a Separation from Service
occurring on or after April 1, 2012, if a Participant has a Separation
from Service prior to Normal Retirement (other than by death or by incurring a
Disability) on or after age 60 and with 5 Years of Service or Fraction
Thereof or on or after age 55 with 10 or more Years of Service or Fraction
Thereof (in each case referred to as “Early Retirement”), an Excess Retirement
Income will be payable in accordance with Section 4.3. For a Separation from
Service occurring prior to April 1, 2012, (i) if a Participant has a
Separation from Service prior to Normal Retirement (other than by death or by
incurring a Disability) on or after age 60 and with 5 Years of Service or
Fraction Thereof, an Excess Early Retirement Income will be payable in
accordance with Section 4.3, and (ii) if a Participant has a Separation
from Service prior to Normal Retirement (other than by death or incurring a
Disability), on or after age 55 with 10 or more years of Credited Service (as
defined in the Qualified Plan), an Excess Retirement Income will be payable in accordance
with Section 4.3 unless, in its sole discretion, the Committee determines that
a benefit shall not be payable to the Participant. In determining the number of years of Credited Service (as
defined in the Qualified Plan) and the number of Years of Service or Fraction
Thereof for a Participant listed in Schedule A, for purposes of this
Section 3.2, the number of years of Credited Service (as defined in the
Qualified Plan) and the number of Years of Service or Fraction Thereof
occurring during the Freeze Period as defined in Section 4.6 shall be included.  With respect to a Separation from Service occurring on or
after July 14, 2015, in determining the number of Years of Service or Fraction
Thereof for a Participant, who is not covered by the American International
Group, Inc. 2012 Executive Severance Plan (the “ESP”), solely for purposes of
this Section 3.2 and Section 5, the period of time, if any, during which a
Participant is to receive severance in the form of salary continuation (not to
exceed one year) shall be included. With respect to Participants who are
covered under the ESP, solely for purposes of this Section 3.2 and Section 5,
Years of Service or Fraction Thereof shall include the period of time of that
the ESP specifies shall be included.  


3.3       Death.
If such a Participant dies prior to the commencement of benefits such that a
death benefit is payable under the terms of the Qualified Plan, a death benefit
shall be payable in accordance with Section 7.1; provided, however, that,
except as hereinafter provided, no death benefit is payable if the Participant
dies after termination of employment prior to his Early, Normal, Postponed or
Disability Retirement Date. Notwithstanding the foregoing, in the case of an
individual who (i) is a Participant in the Plan by reason of the merger of
The Hartford Steam Boiler Excess Retirement Benefit Plan (the “HSB Excess
Plan”), the Restoration of Retirement Income Plan for Certain Employees
Participating in the Restated American General Retirement


 




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Plan (the “AG Restoration Plan”) or the 20th Century
Industries Supplemental Pension Plan (the “20th Century Supplemental
Plan”) into this Plan, (ii) terminates employment with a vested interest
in his or her accrued benefit under the HSB Excess Plan, the AG Restoration
Plan or the 20th Century Supplemental Plan, as applicable, prior to
eligibility for Early, Normal, Postponed or Disability Retirement under this
Plan, and (iii) dies prior to the commencement of Excess Retirement
Income, a death benefit shall be payable to the Participant’s surviving spouse
to the extent provided in the HSB Excess Plan as set forth in Appendix B, the
AG Restoration Plan as set forth in Appendix A or the 20th Century
Supplemental Plan as set forth in Appendix C, to the extent applicable to
a Participant, with such benefit to commence within 90 days of the later
of the date the Participant would have attained age 55 or the
Participant’s date of death.


3.4       Merger of the AG
Restoration Plan. Effective as of July 1, 2005, the AG Restoration Plan
was merged into this Plan. Any benefit a Participant had accrued as of the date
of such merger under the AG Restoration Plan shall be payable in accordance
with the terms of the Plan as set forth herein.


            The
AG Restoration Plan is attached as Appendix A to the Plan. Appendix A
is only operational to the extent referenced in the Plan (exclusive of
Appendix A) or incorporated by reference in the Plan (exclusive of
Appendix A).


            Notwithstanding
the foregoing or Article 5, a Participant shall be vested in his benefit
accrued under the AG Restoration Plan to the extent provided in the AG
Restoration Plan as set forth in Appendix A.


3.5       Merger of the HSB
Excess Plan. Effective as of January 1, 2005, the HSB Excess Plan was
merged into this Plan. Any benefit a Participant had accrued as of the date of
such merger under the HSB Excess Plan shall be payable in accordance with the
terms of the Plan as set forth herein.


            The
HSB Excess Plan is attached as Appendix B to the Plan. Appendix B is
only operational to the extent referenced in the Plan (exclusive of
Appendix B) or incorporated by reference in the Plan (exclusive of
Appendix B).


            Notwithstanding
the foregoing or Article 5, a Participant shall be vested in his benefit
accrued under the HSB Excess Plan to the extent provided in the HSB Excess Plan
as set forth in Appendix B.


3.6       Merger of the
20th Century Supplemental Plan. Effective as of January 1, 2008, the
20th Century Supplemental Plan was merged into this Plan. Any benefit a
Participant had accrued as of the date of such merger under the
20th Century Supplemental Plan shall be payable in accordance with the
terms of the Plan as set forth herein.


            The
20th Century Supplemental Plan is attached as Appendix C to the Plan.
Appendix C is only operational to the extent referenced in the Plan
(exclusive of Appendix C) or incorporated by reference in the Plan
(exclusive of Appendix C).






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            Notwithstanding the foregoing or
Article 5, a Participant shall be vested in his benefit accrued under the
20th Century Supplemental Plan to the extent provided in the
20th Century Supplemental Plan as set forth in Appendix C.


3.7       Frozen Accrued
Benefits for Certain Employees employed by ALICO Holdings LLC and its
subsidiaries (“ALICO”). The accrued benefit (including eligibility for any
early retirement subsidy) of each Participant who is an employee of ALICO as of
November 1, 2010, the date the transactions described in the Stock
Purchase Agreement entered into among the Company, ALICO Holdings LLC and
MetLife, Inc. dated as of March 7, 2010 closed (the “Closing Date”), other
than a Participant who is absent from work on such date due to a long-term
disability or an unpaid medical leave of absence or leave due to a workplace
injury covered by a workers’ compensation policy or program incurred more than
six months prior to the sale (“ALICO Employee”), shall be frozen as of the
Closing Date. The liability for the frozen accrued benefit of each ALICO
Employee shall be transferred to a similar nonqualified deferred compensation
plan maintained by MetLife, Inc. or one of its subsidiaries, effective as of
the Closing Date.






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Article 4

Excess Retirement Income


4.                                              


4.1       For a Participant
who incurs a Separation from Service prior to April 1, 2012, subject to Section 6.3 , the Excess Normal Retirement
Income payable to an eligible Participant in the Normal Form shall, commencing
as of his Normal Retirement Date, be equal to the difference between (a) and
(b) as stated below:


(a)        the monthly amount
of the Qualified Plan Retirement Income payable upon his Normal Retirement Date
to which the Participant would have been entitled under the Qualified Plan, if
such benefit were calculated under the Qualified Plan without giving effect to
the limitations imposed by the application of Code Sections 401(a)(l7) and 415
and if such Qualified Plan Retirement Income were calculated using Average
Final Compensation as defined herein;


(b)        the sum of
(i) the monthly amount of Qualified Plan Retirement Income payable upon his
Normal Retirement Date to the Participant under the Qualified Plan and any
predecessor thereof after the limitations imposed by the application of Code
Sections 401(a)(17) and 415 (whether or not such benefits are actually paid at
such date) and (ii) the AG Offset, if any.


4.2       Effective
April 1, 2012, subject to Section 6.3, the Excess Normal Retirement Income
payable to an eligible Participant in the form provided under Article 6,
shall, commencing as of his Normal Retirement Date, be equal to the amount
determined in (a), (b), or (c) below, as applicable.  Effective December 31, 2015, the Plan is frozen;
consequently, such amount shall not increase after December 31, 2015, nor shall
there be any increase in the offset amounts that are applied in determining
such amount, other than any increase related to Interest Credits (as defined in
the Qualified Plan).


(a)        The Excess Normal
Retirement Income payable to an eligible Participant (other than a Participant eligible
for a Non-Grandfathered Transition Benefit or a Grandfathered Transition Benefit)
shall be equal to the Participant’s Excess Account.


(b)        The Excess Normal
Retirement Income payable to a Participant eligible for a Non-Grandfathered Transition
Benefit shall be equal to the greater of (A) or (B), where:


(A)       equals the Excess
Account, reduced by the AG Offset, if any, and


(B)       the sum of the
Excess Account, disregarding the Excess Opening Balance, and the Frozen Accrued
Benefit,


(c)        The Excess Normal
Retirement Income payable to a Participant eligible for a Grandfathered
Transition Benefit shall be equal to the greatest of (A), (B), or (C), where:


 




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(A)       equals
the Excess Account, reduced by the AG Offset, if any, and


(B)       equals the sum of
the Excess Account, disregarding the Excess Opening Balance, and the Frozen
Accrued Benefit, and


(C)       equals the Grandfathered
Accrued Benefit.


4.3       A Participant who is eligible for Early
Retirement under Section 3.2 shall be entitled to the benefit determined in
this Section 4.3.  Effective December 31,
2015, the Plan is frozen; consequently, such benefit shall not increase after
December 31, 2015, nor shall there be any increase in the offset amounts that
are applied in determining such benefit, other than any increase related to
Interest Credits (as defined in the Qualified Plan).


(a)        For a Separation
from Service prior to April 1, 2012, subject to Section 6.3, if a
Participant who is eligible for Early Retirement under Section 3.2 incurs a
Separation from Service prior to Normal Retirement Date (other than by death or
Disability), an amount shall be payable under this Plan commencing as of such
Early Retirement Date (the “Excess Early Retirement Income”). Such Excess Early
Retirement Income payable in the Normal Form shall be equal to the difference
between (i) and (ii) as stated below:


(i)         the monthly
amount of the Qualified Plan Retirement Income payable upon his Early
Retirement Date to which the Participant would have been entitled under the
Qualified Plan, if such benefit were calculated under the Qualified Plan
without giving effect to the limitations imposed by the application of Code
Sections 401(a)(17) and 415 and if such Qualified Plan Retirement Income were
calculated using Average Final Compensation as defined herein;


(ii)        the sum of (A) the
monthly amount of Qualified Plan Retirement Income payable upon his Early
Retirement Date to the Participant under the Qualified Plan and any predecessor
thereof after the limitations imposed by the application of Code Sections 401(a)(17)
and 415 (whether or not such benefits are actually paid at such date) and (B) the
AG Offset.


                        If
the Participant is not eligible for Early Retirement under the Qualified Plan,
the amounts computed under (i) and (ii) shall be the amounts that would be
payable at Normal Retirement Date under those sections, but reduced by 6‐2/3%
for each year (and a fraction thereof for each full month) that retirement
precedes age 65.


(b)        Effective
April 1, 2012, the Excess Early Retirement Income payable to an eligible
Participant (other than a Participant Eligible for a Non-Grandfathered Transition
Benefit or a Grandfathered Transition Benefit) in the form provided under
Article 6 shall be equal to the Excess Account.


(c)        Effective
April 1, 2012, the Excess Early Retirement Income payable to a Participant
eligible for a Non-Grandfathered Transition Benefit shall be equal to the
greater of (A) or (B), where:


 




11


 


 












 





(A)       equals
the Excess Account reduced by the AG Offset, if any, and 


(B)       equals the sum of
the Excess Account, disregarding the Excess Opening Balance, and the Frozen
Accrued Benefit.


(d)       Effective
April 1, 2012, the Excess Early Retirement Income payable to a Participant
eligible for a Grandfathered Transition Benefit shall be equal to the greatest
of (A), (B), or (C), where:


(A)       equals the Excess
Account, reduced by the AG Offset, if any, and 


(B)       equals the sum of
the Excess Account, disregarding the Excess Opening Balance, and the Frozen
Accrued Benefit, and


(C)       equals the Grandfathered
Accrued Benefit.


(e)        The Frozen Accrued
Benefit and the Grandfathered Accrued Benefit shall be reduced to reflect early
commencement by applying the early retirement factors set forth in the
Qualified Plan.


(f)        If the Participant
is not eligible for Early Retirement under the Qualified Plan, the Frozen
Accrued Benefit and the Grandfathered Accrued Benefit shall be the amounts that
would be payable at Normal Retirement Date, but reduced by 6‐2/3% for
each of the first 5 years (and a fraction thereof for each full month) that
retirement precedes age 65 and 3-1/3% for each year (and a fraction
thereof for each full month) that retirement precedes age 60.


(g)        For a Participant
listed on Schedule A whose benefit is determined under Section 4.6(a), for
purposes of determining what reduction factors apply under this Section 4.3,
the number of years of Credited Service (as defined in the Qualified Plan)
occurring during the Freeze Period shall be disregarded.


4.4       A Participant who is
eligible for a benefit commencing on his Postponed Retirement Date under
Section 3.1 shall be entitled to the benefit determined in this Section 4.4.  Effective December 31,
2015, the Plan is frozen; consequently, such benefit shall not increase after
December 31, 2015, nor shall there be any increase in the offset amounts that
are applied in determining such benefit, other than any increase related to
Interest Credits (as defined in the Qualified Plan).


(a)        For a Participant
who incurs a Separation from Service prior to April 1, 2012, subject to
Section 6.3, the amount payable to an eligible Participant in the Normal Form,
commencing as of his Postponed Retirement Date (the “Excess Postponed
Retirement Income”), shall be equal to the difference between (i) and (ii) as
stated below:


(i)         the monthly
amount of the Qualified Plan Retirement Income payable upon his Postponed
Retirement Date to which the Participant would have been entitled under the
Qualified Plan, if such benefit were calculated under the Qualified Plan 


 




12


 


 












 





without giving effect to the limitations imposed by the
application of Code Sections 401(a)(17) and 415 and if such Qualified Plan
Retirement Income were calculated using Average Final Compensation as defined
herein;


(ii)        the sum of (A) the
monthly amount of Qualified Plan Retirement Income payable upon his Postponed
Retirement Date to the Participant under the Qualified Plan and any predecessor
thereof after the limitations imposed by the application of Code Sections 401(a)(17)
and 415 (whether or not such benefits are actually paid at such date) and (B) the
AG Offset. 


(b)        Effective
April 1, 2012, the Excess Postponed Retirement Income payable to an
eligible Participant (other than a Participant eligible for a Non-Grandfathered
Transition Benefit or a Grandfathered Transition Benefit) in the form provided
under Article 6 shall be equal to the Excess Account, subject to Section 4.4(f).


(c)        Effective
April 1, 2012, the Excess Postponed Retirement Income payable to a
Participant eligible for a Non-Grandfathered Transition Benefit shall be equal
to the greater of (A) or (B), subject to Section 4.4(f), where:


(A)       equals the Excess
Account reduced by the AG Offset, and


(B)       equals the sum of
the Excess Account, disregarding the Excess Opening Balance, and the Frozen
Accrued Benefit.


(d)       Effective
April 1, 2012, the Excess Postponed Retirement Income payable to a
Participant eligible for a Grandfathered Transition Benefit shall be equal to
the greatest of (A), (B), or (C), subject to Section 4.4(f), where:


(A)       equals the Excess
Account reduced by the AG Offset, and


(B)       equals the sum of
the Excess Account, disregarding the Excess Opening Balance, and the Frozen
Accrued Benefit, and 


(C)       equals the Grandfathered
Accrued Benefit.


(e)        For clarity, if
the late retirement factors set forth in the Qualified Plan apply in
determining the monthly amount of the Qualified Plan Retirement Income payable
upon a Participant’s Postponed Retirement referred to in Sections 4.4(a)(i) and
(ii), 4.4(c)(B), and 4.4(d)(B) and (C), such late retirement factors shall
apply in determining the amount of the Excess Postponed Retirement Income
payable hereunder for a Participant listed on Schedule A whose benefit is
determined under Section 4.6(a) or 4.6(b).


(f)        The Excess Accounts
for purposes of determining the amounts in Sections 4.4(b), 4.4(c), and 4.4(d) shall
be increased by the excess (if any) of (i) the Excess Account at Normal
Retirement Date increased by the late retirement factors set forth in the
Qualified Plan in Section 2.14(b)(iii) over (ii) the Excess Account at the
Postponed Retirement Date. The Grandfathered Accrued Benefit and the Frozen
Accrued Benefit shall be increased after Normal


 




13


 


 












 





Retirement Date by applying the late retirement factors set
forth in Appendix C of the Qualified Plan.


4.5       A Participant who is eligible for Disability
Retirement under Section 3.1 shall be entitled to the benefit determined in
this Section 4.5.  Effective December 31,
2015, the Retirement Income for a Participant who is eligible for Disability
Retirement shall not increase after December 31, 2015, nor shall there be any
increase in the offset amounts that are applied in determining the amount of
the Disability Retirement benefit, except for amounts related to Interest
Credits (as defined in the Qualified Plan).  For clarity, a Participant who
incurs a Disability, regardless of the date of Disability, shall cease
receiving further accruals as of December 31, 2015, and any Participant who
incurs a Disability after that date shall be entitled only to his frozen
accrued benefit as of December 31, 2015 (increased, if applicable, by any
amount attributable to Interest Credits, as defined in the Qualified Plan).


(a)        For a Participant
who is determined to have incurred a Disability prior to April 1, 2012 and
prior to his Normal Retirement Date (including a Participant who is determined
to have incurred a Disability prior to his Early Retirement Date), subject to
Section 6.3, an amount shall be payable in accordance with the terms of this
Plan on such Participant’s Normal Retirement Date (the “Excess Disability
Retirement Income”). The Excess Disability Retirement Income payable in the Normal
Form shall be equal to the difference between (i) and (ii) as stated below:


(i)         the monthly
amount of the Qualified Plan Retirement Income payable by reason of disability
to which the Participant would have been entitled under the Qualified Plan, if
such benefit were calculated under the Qualified Plan without giving effect to
the limitations imposed by the application of Code Sections 401(a)(17) and 415
and if such Qualified Plan Retirement Income were calculated using Average
Final Compensation as defined herein;


(ii)        the sum of (X) the
monthly amount of Qualified Plan Retirement Income payable by reason of
disability to the Participant under the Qualified Plan and any predecessor
thereof as of such Participant’s Normal Retirement Date after the limitations
imposed by the application of Code Sections 401(a)(17) and 415 (whether or not
such benefits are actually paid at such date) and (Y) the AG Offset. 


(b)        The Excess Disability
Retirement Income payable to an eligible Participant incurring a Disability on
or after April 1, 2012 (other than a Participant Eligible for a Non-Grandfathered
Transition Benefit or a Grandfathered Transition Benefit) shall be equal to the
Excess Account.


(c)        The Excess Disability
Retirement Income payable to a Participant incurring a Disability on or after
April 1, 2012 eligible for a Non-Grandfathered Transition Benefit shall be
equal to the greater of (A) or (B), where:


(A)       equals the Excess
Account reduced by the AG Offset, and


(B)       equals the sum of
the Excess Account, disregarding the Excess Opening Balance and the Frozen
Accrued Benefit.


 




14


 


 












 





(d)       The
Excess Disability Retirement Income payable to a Participant incurring a
Disability on or after April 1, 2012 eligible for a Grandfathered
Transition Benefit shall be equal to the greatest of (A), (B), or (C), where:


(A)       equals the Excess
Account reduced by the AG Offset, and


(B)       equals the sum of
the Excess Account, disregarding the Excess Opening Balance, and the Frozen
Accrued Benefit, and 


(C)       equals the Grandfathered
Accrued Benefit.


4.6       Restriction on Benefit Accruals for Certain
Participants.


(a)        Notwithstanding
anything in the Plan to the contrary, pursuant to rules established by the U.S.
Treasury Department’s special pay master (“Special Pay Master”), the benefit
accruals of Participants listed in Schedule A shall freeze effective as of
the date provided therein, and no benefit shall accrue under the Plan with
respect to such Participants during the period set forth in Schedule A
(“Freeze Period”) as may be amended from time to time pursuant to rules
established by the Special Pay Master. For purposes of determining the amounts
described under Sections 4.1(a), 4.3(a), 4.4(a), and 4.5(a) for a Participant
listed in Schedule A, the Freeze Period shall be disregarded in
determining Credited Service as defined in the Qualified Plan and Average Final
Compensation as defined herein. For purposes of determining the amounts
described under Sections 4.1(b), 4.3(b), 4.4(b), and 4.5(b) for a Participant
listed in Schedule A, the Freeze Period shall be disregarded in
determining Credited Service and Average Final Compensation, each as defined in
the Qualified Plan.


(b)        Notwithstanding
the foregoing paragraph, the benefit payable to a Participant listed on
Schedule A shall be the lesser of the amount determined under Section 4.6(a)
or the amount determined without regard to Section 4.6(a).


4.7       Actuarial
equivalence. For purposes of determining the benefit payable under Sections 4.2(b)
and (c), 4.3(c) and (d), 4.4(c) and (d), and 4.5(c) and (d), amounts payable as
an annuity shall be converted to a lump-sum applying the factors that apply
under the Qualified Plan for such purpose with respect to the Qualified Plan
benefit.







15


 


 












 





Article 5

Vesting 


5.                                              


            A
Participant shall have a nonforfeitable right to Excess Retirement Income under
this Plan at such time that he attains his Normal Retirement Date. In addition,
a Participant shall have a nonforfeitable right to Excess Retirement Income if
he is eligible for Early Retirement pursuant to Section 3.2. Credited Service
(as defined in the Qualified Plan), Years of Service or Fraction Thereof, and
participation occurring during the Freeze Period as defined in Section 4.6 for
a Participant listed on Schedule A shall be included in determining whether a
Participant is vested, pursuant to this Article 5. Years of Service or Fraction
Thereof occurring after December 31, 2015 shall also be included for
determining whether a Participant is vested pursuant to this Article 5.  Years
of Service or Fraction Thereof with respect to the period of time, if any, 
during which a Participant who is not covered by the ESP is to receive
severance in the form of salary continuation or during which the ESP specifies
a Participant who is covered by the ESP must receive credit under this Article
5 shall be included in determining whether a Participant is vested pursuant to
this Article 5.


            A
Participant who terminates employment prior to attaining his Early or Normal
Retirement Date, other than by reason of Disability (as provided for in Section
4.5), shall have no rights or claims to Retirement Income under this Plan as of
his date of termination. In the case of death, a Participant’s Designated Beneficiary
may have a claim for benefits in accordance with Article 3 and
Article 7.







16


 


 












 





Article 6

Modes of Benefit Payment


6.                                              


6.1       Except as provided
in Section 6.2, any Excess Retirement Income payable under this Plan accrued prior to April 1, 2012 shall
be paid in the Normal Form, and any Excess Retirement Income payable under the
Plan accrued on and after April 1, 2012 shall be paid in a lump sum. If a
Participant dies prior to the commencement of benefits under the Plan,
no benefits will be payable under the Plan except as specified in
Article 7.


6.2       Only
with respect to amounts accrued prior to April 1, 2012, in lieu of the
Normal Form, a Participant may elect payment in an optional form of payment to
the extent provided herein. The optional forms of benefits under the Plan shall
include any of the annuity optional forms of benefits available under the
Qualified Plan except for the Social Security Adjustment Option. Optional forms of benefit shall be actuarially
equivalent to the Normal Form of benefit determined in accordance with the actuarial equivalent factors in
effect under the Qualified Plan as of the date payment is to be made.


            A
Participant may elect an optional form of payment on a form provided by the
Committee for such purpose. A Participant who has elected an annuity form of
payment (or for whom the Normal Form of payment is in effect) may, at any time
prior to Separation from Service or, in the case of Disability, prior to Normal
Retirement Date, elect another form of annuity payment available under the
Qualified Plan provided that such other form of payment is actuarially
equivalent based on the actuarial equivalent factors in effect under the
Qualified Plan as of the date payment is to be made. In the absence of any such
an election, payment shall be made in the Normal Form.


6.3       Except
as hereinafter provided or as provided in Section 6.4, payment of Excess
Retirement Income under this Plan shall commence (or, for amounts accrued on
and after April 1, 2012, shall be paid) within 90 days after the
Participant incurs a Separation from Service with the Employer and each
Affiliated Employer by reason of Normal, Early or Postponed Retirement. If the
Participant terminates employment by reason of Disability Retirement, payment
of Excess Retirement Income shall commence at the Participant’s Normal
Retirement Date. Provided further that if the Participant is a Specified
Employee when such Participant incurs a Separation from Service, such Participant’s
Excess Retirement Income (except in the case of Disability Retirement) shall
commence to be paid six months after the Participant separates from service. To
the extent that monthly payments are delayed by reason of the foregoing
six-month delay, such delayed monthly payments shall be paid to the Participant
in a lump sum amount when his Excess Retirement Income commences adjusted with
interest at an annual rate of 5%. To the
extent that a lump sum payment is delayed by reason of the foregoing six month delay,
such delayed payment shall be adjusted with interest at an annual rate
of 5%.


6.4       Special
Commencement Date Rules for Certain Participants. This Section 6.4 provides
special rules for determining the commencement date of Excess Retirement Income
benefits for certain participants, as follows:


 




17


 


 












 





(a)        Except
as described in (b), (c) or (d) below, in the case of a Participant who
terminated employment with a vested right to Excess Retirement Income prior to
January 1, 2008 (other than by reason of Disability Retirement) and who
has not commenced receiving such Excess Retirement Income benefit by
January 1, 2009, such Participant shall commence his or her Excess
Retirement Income as of March 1, 2009.


(b)        In the case of an
individual who (i) is a Participant in the Plan by reason of the merger of
the HSB Excess Plan into this Plan; (ii) has a vested interest in his or
her accrued benefit under the HSB Excess Plan and (iii) terminates
employment prior to eligibility for Early, Normal, Postponed or Disability Retirement
under this Plan, such Participant shall commence payment of such HSB Excess
Retirement Plan benefit within 90 days after the attainment of age 60
if such Participant terminated employment prior to age 55 or within
90 days after Separation from Service (but not earlier than six months
after Separation from Service if the Participant is a Specified Employee) if
such Participant terminates employment at or after age 55. To the extent
that monthly payments are delayed by reason of the foregoing six-month delay,
such delayed monthly payments shall be paid to the Participant in a lump sum
amount when his Excess Retirement Income commences adjusted with interest at an
annual rate of 5%.


                        If
a Participant is described in (i) or (ii) above, but has, however, terminated
employment after qualifying for Early, Normal, Postponed or Disability
Retirement, such Participant’s Excess Retirement Income shall be paid as
specified in Section 6.3, subject to Section 6.4(e).


(c)        In the case of an
individual who (i) is a Participant in the Plan by reason of the merger of
the AG Restoration Plan into this Plan; (ii) has a vested interest in
his or her accrued benefit under the AG Restoration Plan and
(iii) terminates employment prior to eligibility for Early, Normal,
Postponed or Disability Retirement under this Plan, such Participant shall
commence payment of such AG Restoration Plan benefit within 90 days
after the attainment of age 55 if such Participant had earned 10 or more
Years of Credited Service or within 90 days after the attainment of
age 60 if such Participant had earned less than 10 Years of Credited
Service (but not earlier than six months after Separation from Service if the
Participant is a Specified Employee). To the extent that monthly payments are
delayed by reason of the foregoing six-month delay, such delayed monthly
payments shall be paid to the Participant in a lump sum amount when his Excess
Retirement Income commences adjusted with interest at an annual rate of 5%.


                        If
a Participant is described in (i) or (ii) above, but has, however, terminated
employment after qualifying for Early, Normal, Postponed or Disability
Retirement, such Participant’s Excess Retirement Income shall be paid as
specified in Section 6.3, subject to Section 6.4(e).


(d)       In the case of an
individual who (i) is a Participant in the Plan by reason of the merger of
the 20th Century Supplemental Plan into this Plan; (ii) has a vested
interest in his or her accrued benefit under the 20th Century Supplemental
Plan and (iii) terminates employment prior to eligibility for Early,
Normal, Postponed or Disability Retirement under this Plan, such Participant
shall commence payment of such 20th Century Supplemental Plan benefit
within 90 days of the attainment of age 55 if such Participant had earned
10 or more Years of


 




18


 


 












 





Credited Service or within 90 days of the attainment
of age 60 if such Participant had earned less than 10 Years of
Credited Service (but not earlier than six months after Separation from Service
if the Participant is a Specified Employee). To the extent that monthly
payments are delayed by reason of the foregoing six-month delay, such delayed
monthly payments shall be paid to the Participant in a lump sum amount when his
Excess Retirement Income commences adjusted with interest at an annual rate of
5%.


                        If
a Participant is described in (i) or (ii) above, but has, however, terminated
employment after qualifying for Early, Normal, Postponed or Disability
Retirement, such Participant’s Excess Retirement Income shall be paid as
specified in Section 6.3, subject to Section 6.4(e).


(e)        Notwithstanding
any other provision to the contrary, this Amendment shall not have the effect
of accelerating payment of a benefit into the 2008 calendar year which, in the
absence of this Amendment, would be paid after December 31, 2008. Any
benefit which would be paid in 2008 (or earlier) as the result of this
Amendment shall be paid instead as of March 1, 2009. This Amendment shall
not have the effect of deferring payment of a benefit beyond 2008 if, in the
absence of this Amendment, such benefit would be paid in 2008.







19


 


 












 





Article 7

Death Benefits


7.                                              


7.1       Effective December 31, 2015, the Plan is frozen;
subsequently, the death benefits described in this Article 7 shall not increase
after December 31, 2015, nor shall there be any increase in the offset amounts
that are applied in determining the amount of the death benefits, other than
any increase related to Interest Credits (as defined in the Qualified Plan).  Upon
the death of (i) a Participant who has not terminated from employment prior to
his Normal, Early, or Postponed Retirement Date, or (ii) a Participant who terminates
employment on a Normal, Early, or Postponed Retirement Date and dies prior to the
date benefits commence under the Plan, if a Qualified Plan Pre-Retirement
Survivor Annuity is payable under the Qualified Plan to the Surviving Spouse
or, for deaths occurring on or after April 1, 2012, to the Participant’s
beneficiary under the Qualified Plan, an amount (the “Excess Pre-Retirement
Survivor Annuity”) shall be payable to the
Surviving Spouse or, for deaths occurring on or after April 1, 2012, the
Designated Beneficiary under this Plan.


(a)        For deaths
occurring prior to April 1, 2012, the monthly amount of the Excess
Pre-Retirement Survivor Annuity payable to a Surviving Spouse shall be equal to
(i) less (ii) less (iii) as stated below:


(i)         the monthly
amount of the Qualified Plan Pre-Retirement Survivor Annuity to which the
Surviving Spouse would have been entitled under the Qualified Plan and any
predecessor thereof as of the date of death or, if later, as of the first day
of the calendar month coincident with or next following the date the
Participant would have attained age 55, if such benefit were calculated
under the Qualified Plan without giving effect to the limitations imposed by
the application of Code Sections 401(a)(17) and 415 and if such Qualified Plan
Pre‐Retirement Survivor Annuity were calculated using Average Final
Compensation as defined herein; less


(ii)        the monthly
amount of the Qualified Plan Pre-Retirement Survivor Annuity payable to the
Surviving Spouse under the Qualified Plan and any predecessor thereof as of the
date of death, or, if later, as of the first day of the calendar month
coincident with or next following the date the Participant would have attained
age 55 after the limitations imposed by the application of Code Sections
401(a)(17) and 415 (whether or not such benefits are actually paid as of such
date); less


(iii)       the AG Offset, if
any.


                        For
purposes of (ii) and (iii) above, if the Participant is not eligible for Early
Retirement under the Qualified Plan, the amounts computed under (ii) and (iii)
shall be the amounts that would be payable at Normal Retirement Date under
those sections, but reduced by 6‐2/3% for each of the first 5 years
(and a fraction thereof for each full month) that payment precedes age 65
and 3‐1/3% for each year (and a fraction thereof for each full month)
that payment precedes age 60.


            For
a Participant listed on Schedule A whose benefit is determined under
Section 7.4(a), for purposes of determining what reduction factors apply for
purposes of this Section 7.1, the 




20


 


 












 





number of years of
Credited Service (as defined in the Qualified Plan) occurring during the Freeze
Period shall be disregarded.


(b)        For a death occurring on or after April 1, 2012, an
Excess Pre-Retirement Survivor Annuity shall be payable to an eligible
Participant’s Designated Beneficiary.


(i)         For the Designated Beneficiary of an eligible Participant
(other than a Participant eligible for a Non-Grandfathered Transition Benefit
or a Grandfathered Transition Benefit), the amount of the Excess Pre-Retirement
Survivor Annuity shall be equal to the Excess Account. 


(ii)        For the Designated Beneficiary of an eligible Participant
who is eligible for a Non-Grandfathered Transition Benefit, the amount of the
Excess Pre-Retirement Survivor Annuity shall be equal to the Excess Account,
reduced by the AG Offset.


(iii)       For the Designated Beneficiary of an eligible Participant
who is eligible for a Grandfathered Transition Benefit, the amount of the
Excess Pre-Retirement Survivor Annuity shall be equal to the greater of (X) the
Excess Account, reduced by the AG Offset, or (Y) the Grandfathered Accrued
Benefit reduced to reflect early commencement, if applicable, by applying the
early retirement factors set forth in the Qualified Plan, reduced by the AG
Offset.  If the participant is not eligible for Early Retirement under the
Qualified Plan, the Grandfathered Accrued Benefit shall be the amounts that
would be payable at Normal Retirement Date, but reduced by 6‐2/3% for
each of the first 5 years (and a fraction thereof for each full month)
that payment preceded age 65 and 3‐1/3% for each year (and a fraction
thereof for each full month) that payment preceded age 60. For a
Participant listed on Schedule A whose benefit is determined under Section
7.4(a), for purposes of determining what reduction factors apply for purposes
of this Section 7.1, the number of years of Credited Service (as defined in the
Qualified Plan) occurring during the Freeze Period shall be disregarded.


(c)        Actuarial equivalence. For purposes of determining the
benefit payable under Section 7.1(b)(iii), amounts payable as an annuity shall be
converted to a lump-sum applying the factors that apply under the Qualified
Plan for such purpose with respect to the Qualified Plan benefit at the time
such benefit commences.


7.2       For a death
occurring prior to April 1, 2012, any Excess Pre-Retirement Survivor
Annuity shall be payable over the lifetime of the Surviving Spouse in monthly
installments commencing after the Participant’s date of death or, if later,
within 90 days after the date the Participant would have attained age 55 and
ceasing with the last monthly payment made prior to the Surviving Spouse’s
death. For a Participant other than a Participant eligible for a
Non-Grandfathered Transition Benefit or a Grandfathered Transition Benefit, for
a death occurring on and after April 1, 2012, any Excess Pre-Retirement
Survivor Annuity shall be payable in a single lump sum to the Designated
Beneficiary within 90 days after the death of the Participant. For a
Participant eligible for a Non-Grandfathered Transition Benefit, for a death
occurring on or after April 1, 2012, (i) the Excess Opening Account
Balance shall be payable over the lifetime of the Designated Beneficiary in
monthly installments commencing after the Participant’s date of death 


 




21


 


 












 





or, if later, within 90 days after the date the Participant
would have attained age 55 and ceasing with the last monthly payment made prior
to the Designated Beneficiary’s death, and (ii) benefits accrued on or
after April 1, 2012 shall be payable in a single lump sum to the
Designated Beneficiary within 90 days after the death of the Participant. For a
Participant eligible for a Grandfathered Transition Benefit, for a death
occurring on or after April 1, 2012, (i) the Frozen Accrued Benefit
shall be payable over the lifetime of the Designated Beneficiary in monthly
installments commencing after the Participant’s date of death or, if later,
within 90 days after the date the Participant would have attained age 55 and
ceasing with the last monthly payment made prior to the Designated
Beneficiary’s death, and (ii) benefits accrued on or after April 1,
2012 shall be payable in a single lump sum to the Designated Beneficiary within
90 days after the death of the Participant.


7.3       Except as provided in
Section 3.3, upon the death of a Participant who terminated from employment
prior to his Normal, Early, Postponed or Disability Retirement Date, no Excess
Pre-Retirement Survivor Annuity shall be payable to such Participant’s
Surviving Spouse or Designated Beneficiary under this Plan. Except as provided
in Article 6, with respect to a Participant who has retired and commenced
receiving a benefit in a form that provides for continuation after the
Participant’s death, no other death benefits shall be payable from the Plan.


7.4       Restriction for Certain Participants.


(a)        Notwithstanding
anything in the Plan to the contrary, for purposes of determining the amount
payable under Section 7.1 with respect to a Participant listed on
Schedule A, the Freeze Period as defined in Section 4.6 shall be
disregarded in determining (i) Credited Service as defined in the
Qualified Plan and Average Final Compensation as defined herein, for purposes
of determining the amount under Section 7.1(a), and (ii) Credited Service
and Average Final Compensation, each as defined in the Qualified Plan, for
purposes of determining the amount under Section 7.1(b).


(b)        Notwithstanding
the foregoing paragraph, the benefit payable to the Surviving Spouse or
Designated Beneficiary of a Participant listed on Schedule A shall be the
lesser of the amount determined under Section 7.4(a) or the amount determined
under the Plan without regard to Section 7.4(a).






22


 


 












 





Article 8

Liability of the Company


8.                                              


8.1       The benefits of
this Plan shall be paid by the Employer and shall not be funded prior to the
time paid to the Participant, Designated Beneficiary, Surviving Spouse or joint
or contingent annuitant designated by the Participant, unless and except as
expressly provided otherwise by the Company. For clarity, the Company may, in
its sole discretion, establish a grantor trust, escrow agreement or similar
arrangement, subject to the claims of general creditors, to provide a source of
funds to assist it in meeting its liabilities under the Plan.


8.2       A Participant who
is vested in a benefit under this Plan shall be an unsecured creditor of the
Employer as to the payment of any benefit under this Plan.







23


 


 












 





Article 9

Administration of the Plan


9.                                              


9.1       Except for the
functions reserved to the Company, the Retirement Board, or the Employee
Benefits Department of the Company, [or the ] the administration of the Plan
shall be the responsibility of the Committee.


9.2       In its role as Plan
Administrator, the Committee shall have the power and the duty to take all
actions and to make all decisions necessary or proper to carry out the Plan.
The determination of the Committee as to any question involving the general
administration and interpretation of the Plan shall be final, conclusive and binding.
Any discretionary actions to be taken under the Plan by the Committee shall be
uniform in their nature and applicable to all persons similarly situated.
Without limiting the generality of the foregoing, the Committee, in its role as
Plan Administrator, shall have the following powers and duties:


(a)        To furnish to all
Participants, upon request, copies of the Plan; and to require any person to
furnish such information as it may request for the purpose of the proper
administration of the Plan as a condition to receiving any benefits under the
Plan;


(b)        To make and
enforce such rules and regulations and prescribe the use of such forms as it
shall deem necessary for the efficient administration of the Plan;


(c)        To interpret the
Plan, and to resolve ambiguities, inconsistencies and omissions, which findings
shall be binding, final and conclusive;


(d)       To decide on
questions concerning the Plan in accordance with the provisions of the Plan;


(e)        The power to delegate
its role as Plan Administrator to a person who may or may not be a member of
the Committee for the purpose of ERISA; if the Committee does not so designate
an Administrator, the Committee shall be the Plan Administrator;


(f)        To allocate any
such powers and duties to or among individual members of the Committee; and


(g)        To designate
persons other than Committee members to carry out any duty or power which would
otherwise be a responsibility of the Committee or Administrator, under the
terms of the Plan.


9.3       To the extent
permitted by law, the Committee and any person to whom it may delegate any duty
or power in connection with administering the Plan, the Employer, and the
officers and directors thereof, shall be entitled to rely conclusively upon,
and shall be fully protected in any action taken or suffered by them in good
faith in the reliance upon, any actuary, counsel , accountant, other
specialist, or other person selected by the Committee, or in reliance upon any
tables, valuations, certificates, opinions or reports which shall be furnished
by any of 


 




24


 


 












 





them. Further, to the extent permitted by law, no member of
the Committee, nor the Employer, nor the officers or directors thereof, shall
be liable for any neglect, omission or wrongdoing of any other members of the
Committee, agent, officer or employee of an Employer. Any person claiming under
the Plan shall look solely to the Employer for redress.


9.4       All expenses
incurred prior to the termination of the Plan that shall arise in connection
with the administration of the Plan, including, but not limited to
administrative expenses, proper charges and disbursements, compensation and
other expenses and charges of any actuary, counsel, accountant, specialist, or
other person who shall be employed by the Committee in connection with the
administration thereof, shall be paid by the Employer.


9.5       Claims Procedure.


(a)        In
General


(i)         Application. The
claims procedures in Section 9.5(b) of the Plan apply to all claims for
benefits of any kind other than claims related to disability benefits that are
governed by the claims procedures in Section 9.5(c) of the Plan.


(ii)        Filing of a
Claim. A Participant, beneficiary, or other individual must file a claim for
benefits under the Plan by filing a written claim, identified as a claim for
benefits, with the Retirement Board (Employee Benefits Department in the case
of a claim governed by Section 9.5(c)(i) of the Plan). In addition, the
Retirement Board (Employee Benefits Department in the case of a claim governed
by Section 9.5(c)(i) of the Plan) may treat any other written communication
received by it as a claim for benefits, even if the writing or communication is
not identified as a claim for benefits. In addition, a Participant,
beneficiary, or other individuals alleging a violation of or seeking a remedy
under any provision of the Act, other applicable law, the terms or the Plan, or
asserting any other claims that arise under or in connection with the Plan
shall also be subject to and must file any and all such claims under the claims
procedure described in this Section 9.5 of the Plan.


(iii)       Approval of a
Claim. A claim is considered approved only if its approval is communicated in
writing to a claimant. If a claimant does not receive a response to a claim for
benefits within the applicable time period, the claimant may proceed with an
appeal under the procedures described in Section 9.5(b) and (c), as applicable.


(iv)       Claims Procedures
Mandatory in All Cases. A claimant must follow the claims procedures (including
both the initial determination and review processes) set forth in this Section 9.5
of the Plan before taking action in any other forum regarding a claim of any
kind under or related to the Plan. Any such suit or action shall be filed
within one year of the time the claim arises or it shall be deemed waived and abandoned.
Also, any suit or action will be subject to such limitation period as applies
under the Act or other applicable law, measured from the date a claim arises.


(v)        Discretionary
Acts. Benefits under this Plan will be paid only if the Retirement Board
(Employee Benefits Department in the case of a claim governed by 


 




25


 


 












 





Section 9.5(c)(i) of the Plan) decides in its discretion
that the applicant is entitled to them. In exercising its discretionary powers
under the Plan, the Retirement Board (Employee Benefits Department in the case
of a claim governed by Section 9.5(c)(i) of the Plan) will have the broadest
discretion permissible under the Act and any other applicable laws and its
decisions will be final and binding upon all persons affected thereby.


(vi)       Delegation of
Authority. The Retirement Board (Employee Benefits Department in the case of a
claim governed by Section 9.5(c)(i) of the Plan) may, in its sole discretion,
delegate any and all authority under this Section 9.5 of the Plan, in any
manner. Any delegation of some or all of the Retirement Board's (Employee
Benefits Department's in the case of a claim governed by Section 9.5(c)(i) of
the Plan) authority under this Section 9.5 of the Plan shall, unless otherwise
provided in the Retirement Board's ((Employee Benefits Department's in the case
of a claim governed by Section 9.5(c)(i) of the Plan) delegation, be empowered
with the same discretion and authority as granted to the Retirement Board
(Employee Benefits Department in the case of a claim governed by Section 9.5(c)(i)
of the Plan) under this Section 9.5 of the Plan.


(b)        Non-Disability
Claims


(i)         Initial Claims.
The Retirement Board will decide a claim within 90 days of the date on which
the claim is received by the Retirement Board, unless special circumstances
require a longer period for adjudication and the claimant is notified in
writing, prior to the expiration of the 90-day period, of the reasons for an
extension of time and the expected decision date. If the Retirement Board fails
to notify the claimant of its decision to grant or deny such claim within the
time specified by this paragraph, the claimant may request the review of his or
her claim pursuant to the claims review procedures set forth in Section 9.5(b)(ii)
of the Plan. If a claim is denied, in whole or in part, the claimant must
receive a written notice containing:


(A)       the specific
reason(s) for the adverse determination;


(B)       a reference to the
specific Plan provision(s) on which the adverse determination is based;


(C)       a description of
additional information necessary for the claimant to perfect his or her claim
and an explanation of why such material is necessary; and


(D)       an explanation of
the procedure for review of the denied or partially denied claim set forth
below, including the claimant's right to bring a civil action under Section
502(a) of the Act following an adverse benefit determination on review.


(ii)        Review of Denied
Claims. The claimant will have 60 days to request in writing a review of the
denial of his or her claim by the Retirement Board (or, if the claimant has not
received a response to the initial claim, within 150 days of the filing of the
initial claim). The claimant or his duly authorized representative will have,
upon request and free of charge, reasonable access to, and copies of all,
documents, 


 




26


 


 












 





records, and other information relevant to the claimant's
claim for benefits. If the claimant files a request for review, his request
must include a description of the issues and evidence he deems relevant.
Failure to raise issues or present evidence on review will preclude those
issues or evidence from being presented in any subsequent proceeding or
judicial review of the claim. The review will take into account all available
information, regardless of whether such information was submitted or considered
in the initial benefit determination.


                                    The Retirement Board
must render its decision on the review of the claim no more than 60 days after
the Retirement Board's receipt of the request for review, except that this period
may be extended for an additional 60 days if the Retirement Board determines
that special circumstances (including, but not limited to, a hearing) require
such extension. If an extension of time is required, written notice of the
expected decision date and the reasons for the extension will be furnished to
the claimant before the end of the initial 60-day period. If a review of a
claim is denied, in whole or in part, the claim must receive a written notice
containing:


(A)       the specific
reason(s) for the adverse determination;


(B)       a reference to
specific Plan provision(s) on which the adverse determination is based;


(C)       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 claimant's claim for benefits; and


(D)       a statement of the
claimant's right to bring a civil action under Section 502(a) of the Act.


(c)        Disability
Claims.


(i)         Initial Claims.
The Employee Benefits Department will decide a claim within 45 days of the date
on which the claim is received by the Employee Benefits Department. If the
Employee Benefits Department determines that an extension is necessary for
reasons beyond its control, the Employee Benefits Department may extend this
period for an additional 30 days by notifying the claimant of the reasons for
the extension and the date when the claimant can expect to receive a decision
The Employee Benefits Department may also extend this period for a second 30
day period by again complying with the requirements applicable to the initial
30-day extension. If an extension is provided in order to allow the claimant
time to provide additional information necessary to review the claim, the
response deadlines applicable to the Employee Benefits Department will be
tolled until the earlier of the date 45 days after the date of the request for
additional information or the date the Employee Benefits Department receives
the additional information. If the Employee Benefits Department fails to notify
the claimant of its decision to grant or deny such claim within the time
specified by this paragraph, the claimant may request the review of his or her
claim 


 




27


 


 












 





pursuant to the claims review procedures set forth in
Section 9.5(c)(ii) of the Plan. If a claim is denied, in whole or in part, the
claimant must receive a written notice containing:


(A)       the specific
reason(s) for the adverse determination;


(B)       a reference to the
specific Plan provision(s) on which the adverse determination is based;


(C)       a description of
additional information necessary for the claimant to perfect his or her claim
and an explanation of why such material is necessary;


(D)       an explanation of
the procedure for review of the denied or partially denied claim set forth below,
including the claimant's right to bring a civil action under Section 502(a) of
the Act following an adverse benefit determination on review;


(E)       if applicable, any
internal rule, guideline, protocol, or other similar criterion relied on in
making the adverse benefit determination (or a statement that such information
is available free of charge upon request); and


(F)       if the adverse
benefit determination is based on a scientific or clinical exclusion or limit,
an explanation of the scientific or clinical judgment for the determination,
applying the terms of the Plan to the claimant's circumstances (or a statement
that such explanation is available free of charge upon request).


(ii)        Review of Denied
Claims. The claimant will have 180 days to request in writing a review of the
denial of his or her claim by the Retirement Board. The claimant or his duly
authorized representative will have, upon request and free of charge,
reasonable access to, and copies of all, documents, records, and other
information relevant to the claimant's claim for benefits. If the claimant
files a request for review, his request must include a description of the
issues and evidence he deems relevant. Failure to raise issues or present
evidence on review will preclude those issues or evidence from being presented
in any subsequent proceeding or judicial review of the claim. The review will
take into account all available information, regardless of whether such
information was submitted or considered in the initial benefit determination
and will not afford deference to the initial disability determination.


                                    In no event will the
review be conducted by the person who made the initial determination or by a
subordinate of such person. If the initial adverse benefit determination was
based in whole or in part on a medical judgment, including determinations with
regard to whether a particular treatment, drug, or other item is experimental,
investigational, or not medically necessary or appropriate, the Retirement
Board shall consult with a health care professional who has appropriate
training and experience in the field of medicine involved in the medical
judgment and who neither was consulted nor is the subordinate of an individual
who was consulted in connection with the adverse benefit determination that is
the subject of the claimant's request for 




28


 


 












 





review. In
addition, the reviewer shall provide for the identification of medical or
vocational experts whose advice was obtained on behalf of the plan in
connection with a claimant's adverse benefit determination, without regard to
whether the advice was relied upon in making the benefit determination.


                                    The Retirement Board
must render its decision on the review of the claim no more than 45 days after
the Retirement Board's receipt of the request for review, except that this
period may be extended for an additional 45 days if the Retirement Board
determines that special circumstances (including, but not limited to, a
hearing) require such extension. If an extension of time is required, written notice
of the expected decision date and the reasons for the extension will be
furnished to the claimant before the end of the initial 45-day period. If an
extension is provided in order to allow the claimant time to provide additional
information necessary to review the claim, the response deadlines applicable to
the Retirement Board will be tolled until the earlier of the date 45 days after
the date of the request for additional information or the date the Retirement
Board receives the additional information. If a review of a claim is denied, in
whole or in part, the claim must receive a written notice containing:


(A)       the specific
reason(s) for the adverse determination;


(B)       a reference to
specific Plan provision(s) on which the adverse determination is based;


(C)       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 claimant's claim for benefits; and


(D)       a statement
describing any voluntary appeal procedures offered by the Plan and the
claimant's right to obtain the information about such procedures and a
statement of the claimant's right to bring a civil action under Section 502(a)
of the Act.


(E)       if applicable, any
internal rule, guideline, protocol, or other similar criterion relied upon in
making the adverse benefit determination (or a statement that such information
will be provided free of charge upon request); and


(F)       if the adverse
benefit determination is based on medical necessity or an experimental care
exclusion or similar exclusion or limit, an explanation of the scientific or
clinical judgment for the determination, applying the terms of the Plan to the
claimant's medical circumstances (or a statement that such explanation is
available free of charge upon request).







29


 


 












 





Article 10

Amendment or Termination of the Plan


10.                                             


10.1     The Committee shall
have the power to suspend or terminate this Plan in whole or in part at any
time, and from time to time to extend, modify, amend, revise, or terminate this
Plan in such respects as the Committee by resolution may deem advisable;
provided that no such extension, modification, amendment, revision, or
termination shall deprive a Participant or any beneficiary designated by a
Participant of the vested portion of any benefit under this Plan.







30


 


 












 





Article 11

General Provisions


11.                                             


11.1     This Plan shall not
be deemed to constitute a contract between the Employer and any Employee or
other person whether or not in the employ of the Employer, nor shall anything
herein contained be deemed to give any Employee or other person whether or not
in the employ of the Employer any right to be retained in the employ of the
Employer, or to interfere with the right of the Employer to discharge any
Employee at any time and to treat him without any regard to the effect which
such treatment might have upon him as a Participant of the Plan.


11.2     Except as may
otherwise be required by law, no distribution or payment under the Plan to any
Participant, beneficiary, or joint or contingent annuitant, shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, whether voluntary or involuntary, and any attempt to so
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same shall be void; nor shall any such distribution or payment be in any way
liable for or subject to the debts, contracts, liabilities, engagements or
torts of any person entitled to such distribution or payment. If any
Participant, beneficiary, or joint or contingent annuitant is adjudicated
bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge,
encumber or charge any such distribution or payment, voluntarily or
involuntarily, the Committee, in its discretion, may cancel such distribution
or payment or may hold or cause to be held or applied such distribution or
payment or any part thereof to or for the benefit of such Participant,
beneficiary, or joint or contingent annuitant in such manner as the Committee
shall direct.


11.3     If the Employer
determines that any person entitled to payments under the Plan is an infant or
incompetent by reason of physical or mental disability, it may cause all
payments thereafter becoming due to such person to be made to any other person
for his benefit, without responsibility to follow application of amounts so
paid. Payments made pursuant to this provision shall completely discharge the
Plan, the Employer and the Committee.


11.4     The Employer shall
be the sole source of benefits under this Plan, and each Employee, Participant,
joint or contingent annuitant, beneficiary, or any other person who shall claim
the right to any payment or benefit under this Plan shall be entitled to look
only to the Employer for payment of benefits.


11.5     If the Employer is
unable to make payment to any Participant or other person to whom a payment is
due under the Plan because it cannot ascertain the identity or whereabouts of
such Participant or other person after reasonable efforts have been made to
identify or locate such person (including a notice of the payment so due mailed
to the last known address of such Participant or other person shown on the
records of the Employer), such payment and all subsequent payments otherwise
due to such Participant or other person shall be forfeited twenty-four (24)
months after the date such payment first became due; provided, however, that
such payment and any subsequent payments shall be reinstated retroactively, no
later than sixty (60) days after the date on which the Participant or person is
identified or located.


 




31


 


 












 





11.6     The
Employer shall have the right to deduct from each payment made under the Plan
any amount required to satisfy its obligation to withhold federal, state and
local taxes, if any.


11.7     The provisions of
the Plan shall be construed, administered and governed under applicable Federal
laws and the laws of the State of New York.


 





 







32


 


 












 





Appendix A


 


 


Restoration
of Retirement Income Plan


For
Certain Employees Participating


in
the


Restated
American General Retirement Plan


 


 


 


 


 


 


 


 


 


 


 


December 31, 1998 Restatement


(Incorporation November, 1991 Plan and Amendments thereof)


 





 








A-1


 


 












 





RESTORATION OF RETIREMENT INCOME PLAN

FOR CERTAIN EMPLOYEES PARTICIPATING IN THE

RESTATED AMERICAN GENERAL RETIREMENT PLAN


The RESTORATION OF RETIREMENT INCOME PLAN FOR CERTAIN EMPLOYEES
PARTICIPATING IN THE RESTATED AMERICAN GENERAL RETIREMENT PLAN (hereinafter
referred to as the “Restoration Plan”) is hereby restated effective as of
December 31, 1998 by AMERICAN GENERAL CORPORATION and its subsidiaries
(hereinafter referred to as the “Employer,” jointly and severally). The
Restoration Plan has been established to provide for the payment of certain
pension and pension-related benefits to certain employees who are participants in
the AMERICAN GENERAL RETIREMENT PLAN (hereinafter referred to as the “Basic
Plan”). The Employer intends and desires to recognize the value to the Employer
of the past and present services of employees covered by the Restoration Plan
and to encourage and assure their continued service to the Employer by making
more adequate provision for their future retirement security. All terms used in
this Restoration Plan shall have the meanings assigned to them under the
provisions of the Basic Plan unless otherwise qualified by the context.


1.         Incorporation
of the Basic Plan


The Basic Plan, with any amendments thereto, shall be attached hereto as
Exhibit I and is hereby incorporated by reference into and shall form a part of
this Restoration Plan as fully as if set forth herein verbatim. Any amendment
made to the Basic Plan by the Employer shall also be incorporated by reference
into and form a part of this Restoration Plan, effective as of the effective
date of such amendment. The Basic Plan, whenever referred to in this
Restoration Plan, shall mean the Basic Plan, as amended, as it exists as of the
date any determination is made of benefits payable under this Restoration Plan.


2.         Administration 


This Restoration Plan shall be administered by the administrative committee
(hereinafter referred to as the “Committee”) under the Basic Plan which shall
administer it in a manner consistent with the administration of the Basic Plan,
as from time to time amended and in effect, except that this Restoration Plan
shall be administered as an unfunded plan that is not intended to meet the
qualification requirements of section 401 of the Internal Revenue Code of 1986,
as amended (the “Code”). The Committee shall have full power and authority to
interpret, construe and administer this Restoration Plan. No member of the
Committee shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Restoration Plan
unless attributable to his own willful misconduct or lack of good faith.
Members of the Committee shall not participate in any action or determination
regarding their own benefits hereunder.





 







A-2


 


 












 





3.         Eligibility 


Employees, excluding Career Agents, who are Highly Compensated
Participants who are participating in the Basic Plan, and either (1) whose
pension or pension-related benefits under the Basic Plan are limited pursuant
to section 401(a)(17) or section 415 of the Code or (2) who are eligible to
participate in the American General Corporation Deferred Compensation Plan, shall
be eligible for benefits under this Restoration Plan. In no event shall an
employee who is not eligible for benefits under the Basic Plan be eligible for
a benefit under this Restoration Plan.


4.         Amount
of Benefit


The benefit payable to an eligible employee or his beneficiary under this
Restoration Plan shall be the Actuarial Equivalent of the excess, if any, of
(a) over (b):


(a)        the benefit that would have been payable to such employee or
on his behalf under the Basic Plan if such benefit were determined without
regard to the maximum amount of benefit limitations of section 415 of the Code,
without regard to the considered compensation limitations of section 401(a)(17)
of the Code, as if the definition of Compensation under the Basic Plan as in
effect on March 21, 1985 were applicable for the period January 1, 1985 through
March 20, 1985 and as if the definition of Compensation included executive
deferred compensation;


(b)        the benefit which is in fact payable to such employee or on
his behalf under the Basic Plan, as in effect from time to time.


5.         Payment
of Benefits


The benefit payable under this Restoration Plan on account of an eligible
employee’s death shall be paid to the same beneficiary or beneficiaries and in
the same form and at the same time or times as the limited benefits are payable
to the employee’s beneficiary under the Basic Plan. The benefit payable under
this Restoration Plan for any reason other than on account of an eligible
employee’s death shall be payable in the form of a benefit for the life of the
employee, beginning at his age sixty-five or, if later, his termination of
employment with the Employer. Notwithstanding the foregoing, however, the
Committee may, in its sole discretion, direct that the benefit payable under
this Restoration Plan shall be paid in the same form as, and coincident with,
the payment of the limited benefit payments made to the eligible employee or on
his behalf to his beneficiary or beneficiaries under the Basic Plan. Further,
notwithstanding any of the foregoing provisions of this Section 5, if an
eligible employee becomes entitled to a lump sum payment under Section 2.6 (or
a successor section) of the American General Corporation Supplemental Executive
Retirement Plan, the employee shall receive the benefit payable under this
Restoration Plan in the form of a lump sum amount, in cash, equal to the
actuarial equivalent of such benefit. Such lump sum amount shall be paid within
the five (5) business days immediately following termination of the employee’s
employment.


6.         Employee’s
Rights


Except as otherwise specifically provided, an employee’s rights under
this Restoration Plan, including his rights to vested benefits, shall be the
same as his rights under the Basic Plan.





 







A-3


 


 












 





Benefits payable under this Restoration Plan shall be a
general, unsecured obligation of the Employer to be paid by the Employer from
its own funds, and such payments shall not (i) impose any obligation upon the
Trust Fund under said Basic Plan; (ii) be paid from the Trust Fund under said
Basic Plan; or (iii) have any effect whatsoever upon the Basic Plan or the
payment of benefits from the Trust Fund under said Basic Plan. No employee or
his beneficiary or beneficiaries shall have any title to or beneficial
ownership in any assets which the Employer may earmark to pay benefits
hereunder.


7.         Amendment
and Discontinuance


This Restoration Plan may be amended from time to time, or terminated and
discontinued at any time, in each case at the discretion of the Board of
Directors of American General Corporation. Notwithstanding the foregoing, no
amendment shall be made, nor shall this Restoration Plan be terminated in a
manner which would reduce the benefits or rights to benefits of any employee
accrued under the Restoration Plan (determined on the basis of each employee’s
presumed termination of employment as of the date of such amendment or
termination) prior to the later of the adoption or the effective date of such
amendment or termination.


8.         Restrictions
on Assignment


The interest of an employee or his beneficiary or beneficiaries may not
be sold, transferred, assigned, or encumbered in any manner, either voluntarily
or involuntarily, and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge the same shall be null and void; neither
shall the benefits hereunder be liable for or subject to the debts, contracts,
liabilities, engagements, or torts of any person to whom such benefits or funds
are payable, nor shall they be subject to garnishments, attachment, or other legal
or equitable process nor shall they be an asset in bankruptcy.


9.         Nature
of Agreement


This Restoration Plan is intended to constitute an unfunded “excess
benefit plan” within the meaning of sections 3(36) and 4(b)(5) of the Employee
Retirement Income Security Act of 1974, as amended, with respect to a part of
the Restoration Plan and an unfunded “deferred compensation plan” 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, with respect to the remainder of the
Restoration Plan. The adoption of this Restoration Plan and any setting aside
of amounts by the Employer with which to discharge its obligations hereunder
shall not be deemed to create a trust; legal and equitable title to any funds
so set aside shall remain in the Employer, and any recipient of benefits
hereunder shall have no security or other interest in such funds. Any and all
funds so set aside shall remain subject to the claims of the general creditors
of the Employer, present and future. This provision shall not require the
Employer to set aside any funds, but the Employer may set aside such funds if
it chooses to do so. Notwithstanding the provisions of Sections 6 and 11 hereof
and the foregoing provisions of this Section 9, American General Corporation
may, in its discretion, establish a trust to pay amounts becoming payable
pursuant to this Restoration Plan, which trust shall be subject to the claims
of the general creditors of American General





 







A-4


 


 












 





Corporation in the event of its bankruptcy or insolvency.
Notwithstanding any establishment of such a trust, the Employer shall remain
responsible for the payment of any amounts so payable which are not so paid by
such trust.


10.       Continued
Employment


Nothing contained herein shall be construed as conferring upon any
employee the right to continue in the employ of the Employer in any capacity.


11.       Binding
on Employer, Employees and Their Successors


This Restoration Plan shall be binding upon and inure to the benefit of
the Employer, its successors and assigns and the employee and his heirs,
executors, administrators and legal representatives. The provisions of this
Restoration Plan shall be applicable with respect to each Employer separately,
and amounts payable hereunder shall be paid by the Employer of the particular
employee.


12.       Employment
with More Than One Employer


If any employee shall be entitled to benefits under the Basic Plan on
account of service with more than one Employer, the obligations under this
Restoration Plan shall be apportioned among such Employers on the basis of time
of service with each, except that an Employer from whose employ such employee
was transferred prior to his retirement, death or disability shall be obligated
with respect to employment prior to such transfer only to the extent of an
amount based on assumed pay increases in accordance with the scale used for
computing the actuarial cost under the Basic Plan for the year of the transfer.
If obligations are so limited, the remaining obligations shall be borne by the
last Employer.


13.       Laws
Governing


This Restoration Plan shall be construed in accordance with and governed
by the laws of the State of Texas.


 


EXECUTED as of the 31st day of December, 1998.


                                                            AMERICAN
GENERAL CORPORATION


                                                            By:
                                                                              


                                                                   
Mark S. Berg


                                                                   
Executive Vice President and General Counsel


 





 







A-5


 


 












 





 


 


 


Appendix
B


 


 


THE
HARTFORD STEAM BOILER


Excess
Retirement Benefit Plan


 


As
Amended and Restated October 23, 1989





 







B-1


 


 












 





TABLE OF
CONTENTS


	
  ARTICLE I PURPOSE.................................................................................................................

  	
  B-3

  
	
  ARTICLE II ELIGIBILITY..........................................................................................................

  	
  B-3

  
	
  ARTICLE III AMOUNT AND PAYMENT OF BENEFIT.........................................................

  	
  B-3

  
	
  ARTICLE IV UNFUNDED OBLIGATIONS, TRUST
  AGREEME...........................................

  	
  B-4

  
	
  ARTICLE V TERMINATION AND MODIFICATION.............................................................

  	
  B-4

  
	
  ARTICLE VI EFFECTIVE DATE...............................................................................................

  	
  B-4

  
	
  ARTICLE VII CHANGE IN CONTROL.....................................................................................

  	
  B-4

  
	
  ARTICLE VIII ASSIGNMENT AND ALIENATION................................................................

  	
  B-5

  






 





 








B-2


 


 












 





ARTICLE
I

PURPOSE


The purpose of the Plan is to provide benefits that would have been
provided under The Hartford Steam Boiler Inspection and Insurance Company
Retirement Plan (hereinafter the “Retirement Plan”) but for the provisions of
Section 415 of the Internal Revenue Code as referenced in Article IX of
the Retirement Plan.


ARTICLE II

ELIGIBILITY


Eligibility to participate in this Plan shall be determined in accordance
with the participation requirements contained in the Retirement Plan.


ARTICLE III

AMOUNT AND PAYMENT OF BENEFIT


The provisions of Articles I, II, III and VI of the Retirement Plan and
any future amendments thereto are incorporated herein by reference and apply to
the benefit provided herein insofar as they are not in conflict with the
specific provisions contained under this Plan.


If a participant, except a Vested Terminated Participant (as defined
under Section 1.36 of the Retirement Plan), has a spouse at the time benefit
payments hereunder are scheduled to commence, benefits shall be paid to him in
accordance with the Employee/Spouse Income Option described under Section
4.02(a) of the Retirement Plan.


If a Vested Terminated Participant has a spouse at the time benefit
payments are scheduled to commence, benefits shall be paid to him in accordance
with the Qualified Joint and Survivor Annuity described under Section 4.02(b)
of the Retirement Plan.


If a participant, including a Vested Terminated Participant, does not
have a spouse at the time benefit payments are scheduled to commence, benefits
shall be paid to him in accordance with the Employee Only Income Option
described under Section 4.03 of the Retirement Plan.


This Plan will provide a retirement benefit in an amount equal to the
amount by which the retirement income, calculated in accordance with Article
III of the Retirement Plan without regard to Article IX of the Retirement
Plan, is reduced after applying the limitations of Article IX.


For a participant, other than a Vested Terminated Participant or a
Disabled Participant, benefits shall commence on the first day of the month
following participant’s actual retirement date. For a Vested Terminated
Participant or a Disabled Participant benefits shall commence on the first day
of the month following such participant’s Normal Retirement Date (as defined in
the Plan).





 








B-3


 












 





ARTICLE IV

UNFUNDED OBLIGATIONS, TRUST AGREEMENT


The Company will pay from its general assets all payments to be made
hereunder. However, the Company may in its discretion establish a trust, escrow
agreement or similar arrangement in order to aid the Company in meeting its
obligations hereunder.


Any assets transferred by the Company into any such arrangement shall
remain at all times assets of the Company and subject to the claims of the
Company’s general creditors in the event of bankruptcy or insolvency of the
Company. No security interest in such assets shall be created in a
participant’s favor and a participant’s rights under this Plan and under any
such arrangement shall be those of a general unsecured creditor of the Company.


ARTICLE V

TERMINATION AND MODIFICATION


The Board of Directors of the Company may at any time terminate or from
time to time modify or suspend, and if suspended, may reinstate any or all of
the provisions of this Plan except that no modification or termination of this
Plan may reduce any benefit that has accrued under this Plan as of the date of
modification or termination.


ARTICLE VI

EFFECTIVE DATE


The effective date of this Plan shall be January 1, 1984.


ARTICLE VII

CHANGE IN CONTROL


In the event of a Change in Control of the Company this Plan shall
continue to be binding upon the Company, any successor in interest to the
Company and all persons in control of the Company or any successor thereto and
no transaction or series of transactions shall have the effect of reducing or
eliminating the benefits payable to a participant that have not been
distributed unless consented to in writing by such affected participant. A
“Change in Control” as referred to under this Section shall be deemed to have
occurred if:


            (a)        any “person” (as defined in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company, is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing twenty-five percent (25%)
or more of the combined voting power of the Company’s then outstanding securities;





 







B-4


 












 





            (b)        during
any period within two (2) consecutive years there shall cease to be a majority
of the Board of Directors comprised as follows: individuals who at the
beginning of such period constitute the Board of Directors and any new
director(s) whose election by the Board of Directors or nomination for election
by the Company’s shareholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved; or


            (c)        the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than (i) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 80% of the combined voting power
of the voting securities of the Company (or such surviving entity) outstanding
immediately after such merger or consolidation or (ii) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no “person” (as hereinabove defined) acquires
more than 25% of the combined voting power of the Company’s then outstanding
securities; or


            (d)       the shareholders of the Company
approve (i) a plan of complete liquidation of the Company or (ii) the sale or
other disposition of all or substantially all the Company assets.


ARTICLE VIII

ASSIGNMENT AND ALIENATION


Benefits under this Plan may not be anticipated, assigned (either at law
or in equity), alienated, or subjected to attachment, garnishment, levy,
execution or other legal or equitable process. If any participant or
beneficiary under this Plan becomes bankrupt or attempts to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge any benefit under
this Plan, such benefit shall, in the discretion of the Committee, cease and
terminate, in which event the Committee may hold or apply the same or any part
thereof for the benefit of such participant, his beneficiary, his spouse,
children, other dependants or any of such individuals, in such manner and in
such proportion as the Committee may deem proper.





 







B-5


 












 





 


 


 


 


Appendix
C


 


 


20TH
CENTURY INDUSTRIES


Supplemental
Pension Plan


(RESTATEMENT
NO. 1)


 


 


 


 


 


 


 


 


 


 


 


 


REV 5/1/98





 







C-1


 












 





TABLE OF
CONTENTS




	
  ARTICLE I PURPOSE ..........................................................................................................................

  	
  C-4

  
	
  ARTICLE II DEFINITIONS..................................................................................................................

  	
  C-4

  
	
   

  	
  2.1

  	
  "Committee"...................................................................................................................

  	
  C-4

  
	
   

  	
  2.2

  	
  "Company".....................................................................................................................

  	
  C-4

  
	
   

  	
  2.3

  	
  "Compensation"..............................................................................................................

  	
  C-4

  
	
   

  	
  2.4

  	
  "Early Retirement Date".................................................................................................

  	
  C-5

  
	
   

  	
  2.5

  	
  "Effective Date"..............................................................................................................

  	
  C-5

  
	
   

  	
  2.6

  	
  "Eligible Employee".......................................................................................................

  	
  C-5

  
	
   

  	
  2.7

  	
  "Normal Retirement Date".............................................................................................

  	
  C-5

  
	
   

  	
  2.8

  	
  "Participant"...................................................................................................................

  	
  C-5

  
	
   

  	
  2.9

  	
  "Plan"..............................................................................................................................

  	
  C-5

  
	
   

  	
  2.10

  	
  "Plan Administrator"......................................................................................................

  	
  C-5

  
	
   

  	
  2.11

  	
  "Plan Year".....................................................................................................................

  	
  C-5

  
	
   

  	
  2.12

  	
  "Qualified Pension Plan"................................................................................................

  	
  C-5

  
	
   

  	
  2.13

  	
  "Separation from Service"..............................................................................................

  	
  C-5

  
	
  ARTICLE III ELIGIBILITY AND PARTICIPATION.........................................................................

  	
  C-6

  
	
   

  	
  3.1

  	
  Eligibility to Participate..................................................................................................

  	
  C-6

  
	
   

  	
  3.2

  	
  Certain Enrollment Procedures.......................................................................................

  	
  C-6

  
	
  ARTICLE IV CALCULATION OF BENEFITS...................................................................................

  	
  C-6

  
	
   

  	
  4.1

  	
  Benefits under this Plan..................................................................................................

  	
  C-6

  
	
   

  	
  4.2

  	
  Benefit Formula..............................................................................................................

  	
  C-6

  
	
   

  	
  4.3

  	
  Offset of Benefit under the 20th
  Century Industries Supplemental Executive

  Retirement Plan..............................................................................................................

  	
  C-7

  
	
   

  	
  4.4

  	
  Benefit Commencement at Early
  Retirement Date........................................................

  	
  C-7

  
	
  ARTICLE V VESTING OF BENEFITS...............................................................................................

  	
  C-7

  
	
  ARTICLE VI PAYMENT OF BENEFITS............................................................................................

  	
  C-7

  
	
   

  	
  6.1

  	
  Date of Payment.............................................................................................................

  	
  C-7

  
	
   

  	
  6.2

  	
  Form of Payment............................................................................................................

  	
  C-8

  
	
  ARTICLE VII DEATH AND DISABILITY BENEFITS.....................................................................

  	
  C-8

  
	
   

  	
  7.1

  	
  Death Benefit..................................................................................................................

  	
  C-8

  
	
   

  	
  7.2

  	
  Disability Benefit...........................................................................................................

  	
  C-9

  
	
  ARTICLE VIII RIGHT TO TERMINATE OR MODIFY PLAN.........................................................

  	
  C-9

  
	
  ARTICLE IX NO ASSIGNMENT, ETC...............................................................................................

  	
  C-9

  
	
  ARTICLE X THE COMMITTEE..........................................................................................................

  	
  C-10

  








 





 






C-2


 












 






	
  ARTICLE XI RELEASE.......................................................................................................................

  	
  C-10

  
	
  ARTICLE XII NO CONTRACT OF EMPLOYMENT........................................................................

  	
  C-11

  
	
  ARTICLE XIII COMPANY'S OBLIGATION TO PAY BENEFITS...................................................

  	
  C-11

  
	
  ARTICLE XIV CLAIM REVIEW PROCEDURE................................................................................

  	
  C-11

  
	
  ARTICLE XV ARBITRATION............................................................................................................

  	
  C-12

  
	
  ARTICLE XVI MISCELLANEOUS.....................................................................................................

  	
  C-13

  
	
   

  	
  16.1

  	
  Successor and Assigns....................................................................................................

  	
  C-13

  
	
   

  	
  16.2

  	
  Notices............................................................................................................................

  	
  C-13

  
	
   

  	
  16.3

  	
  Limitations on Liability..................................................................................................

  	
  C-13

  
	
   

  	
  16.4

  	
  Certain Small Benefits....................................................................................................

  	
  C-13

  
	
   

  	
  16.5

  	
  Governing Law...............................................................................................................

  	
  C-13

  








 


 





 








C-3


 












 





ARTICLE I

PURPOSE


1.


The purpose of
the 20th Century Industries Supplemental Pension Plan (the “Plan”) is to
attract and retain valuable executive employees by making available certain
benefits that otherwise would be unavailable under the Company's Qualified
Pension Plan.


This Plan is
designed to qualify as an unfunded plan of deferred compensation for a select
group of management or highly compensated employees described in 29 CFR
§ 2520.104‐23 and Sections 201(a), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Further,
this Plan is a plan described in 4 U.S.C. Section 114 and Section 3121(v)(2)(C)
of the Internal Revenue Code (“Code”), established to pay retirement income
after termination of employment, and maintained solely for the purpose of
providing retirement benefits for employees in excess of the limitations
imposed by one or more of Sections 401(a)(17), 401(k), 401(m), 402(g), 403(b),
408(k), or 415 of such Code or any other limitation on contributions or benefits
in such Code on plans to which any of such Sections apply.


This
instrument amends and restates the provisions of this Plan, this amendment and
restatement to be effective as of January 1, 1996.


ARTICLE
II

DEFINITIONS


2.


The following
terms shall have the meanings set forth below in this Article II, when
capitalized:


2.1       "Committee"


            means the committee appointed to administer the
Plan in accordance with Article X.


2.2       "Company"


            means 20th Century Industries, and shall
include any corporation that is affiliated with 20th Century Industries,
and which, by designation by the Chief Executive Officer of 20th Century
Industries, is included within the meaning of the term "Company,"
with the result that otherwise eligible executives of such entity may participate
herein.


2.3       "Compensation"


            means compensation as defined in the Qualified
Pension Plan determined, however, without regard to the limitations of Section
401(a)(17) and prior to any reduction for compensation deferrals under the
20th Century Industries 401(k) Supplemental Plan, the 20th Century
Industries Savings and Security Plan and any salary reduction pursuant to Code
Section 125 or 129.





 








C-4


 












 





2.4       "Early Retirement Date"


            means Early Retirement Date as defined in the
Qualified Pension Plan.


2.5       "Effective
Date"


            means January 1, 1996.


2.6       "Eligible
Employee"


            means an employee of the Company who on or
after the Effective Date has Compensation for a Plan Year in excess of the
applicable limit under Section 401(a)(17) of the Internal Revenue Code, except
as provided in Section 3.2.


2.7       "Normal
Retirement Date"


            means Normal Retirement Date as defined in the
Qualified Pension Plan.


2.8       "Participant"


            means each Eligible Employee who has commenced
to participate in this Plan in accordance with Article III.


2.9       "Plan"


            means the 20th Century Industries
Supplemental Pension Plan, as set forth herein.


2.10     "Plan
Administrator"


            means 20th Century Industries. For
purposes of Section 3(16)(A) of ERISA, 20th Century Industries shall be
the "plan administrator" and shall be responsible for compliance with
any applicable reporting and disclosure requirements imposed by ERISA.


2.11     "Plan
Year"


            means the fiscal period commencing each
January 1 and ending the following December 31.


2.12     "Qualified
Pension Plan"


            means the 20th Century Industries Pension
Plan, as in effect from time to time.


2.13     "Separation
from Service"


            means any separation from service of the
Company for any reason. In the case of a Participant on disability, Separation
from Service shall be deemed to occur when long term disability coverage
commences, unless otherwise determined by the Committee.





 








C-5


 












 





ARTICLE III

ELIGIBILITY AND PARTICIPATION


3.


3.1       Eligibility
to Participate


            Subject to the provisions of Section 3.2 below,
each Eligible Employee shall become a Participant as of the later of the
Effective Date or the date on which person becomes an Eligible Employee.


3.2       Certain
Enrollment Procedures


            As a condition of participation or continued
participation in this Plan the Committee may require an Eligible Employee to
deliver to the Committee such properly completed enrollment forms and
agreements as the Committee may require. Such forms or agreements may permit an
Eligible employee to designate a form of payment applicable to all benefits
payable hereunder. Such designation shall be irrevocable, unless the Committee,
in its sole discretion, permits an Eligible Employee to change his or her
election of payment method to a method providing payments over a longer period
of time than originally elected by the Eligible Employee and which will not
reasonably result in any increase in the amount otherwise payable in any
taxable year of the Participant during which payment would have been made under
the method of payment previously elected. No payment option shall be selected
by a Participant which is not among a list of payment options generally made
available to all Participants by the Committee at the time of such selection.
No assurance regarding the tax effects of making such change is provided to a
participant who elects to change a form of payment.


            Commencement or recommencement of active
participation or status as an Eligible Employee following any Separation from
Service or other interruption of employment shall be on such terms and under
such conditions as the Committee may, in its discretion, provide.


ARTICLE
IV

CALCULATION OF BENEFITS


4.


4.1       Benefits
under this Plan


            A Participant's benefits under this Plan shall
be calculated as provided in this Article IV, provided, however, that a
Participant's eligibility to receive a benefit hereunder shall be subject to
succeeding provisions of this Plan.


4.2       Benefit
Formula


            A Participant's benefit payable under this
Plan, expressed in the form of an annual benefit payable commencing at the
Participant's Normal Retirement Age and payable for the lifetime of the
Participant, shall be equal to (a) minus (b) below where





 







C-6


 












 





            (a)        equals
the benefit payable on the Participant's Normal Retirement Date determined in
accordance with the terms of the Qualified Pension Plan (except that for
purposes of this Subsection 4.2(a), the Participant's Compensation shall be
determined under this Plan), and


            (b)        equals the benefit payable on the
Participant's Normal Retirement Date determined in accordance with the terms of
the Qualified Pension Plan.


4.3       Offset
of Benefit under the 20th Century Industries Supplemental Executive Retirement
Plan


            If a Participant under this Plan is entitled to
receive benefits under the 20th Century Industries Supplemental Executive
Retirement Plan (the "SERP"), such Participant's benefit under this
Plan shall be offset, but not below zero (0) by an amount equal to the
actuarial equivalent of the SERP benefit.


4.4       Benefit
Commencement at Early Retirement Date


            If a Participant's benefit under this Plan
commences to be paid on a Participant's Early Retirement Date, the benefit
calculated as provided in Section 4.2 shall be reduced to reflect the longer
anticipated period of time that such benefit is to be paid, and such reduction
shall be determined in the same manner as a reduction is computed under the
Qualified Pension Plan in the case of a Participant who retires under such
Qualified Pension Plan at an Early Retirement Date.


ARTICLE
V

VESTING OF BENEFITS


5.


A
Participant's interest in his benefit under this Plan shall become vested and
nonforfeitable in accordance with the provisions of the Qualified Pension Plan
(including provisions of the Qualified Pension Plan relating to vesting upon
termination, partial termination or other vesting event under such plan).
Notwithstanding the preceding provisions of this Article V, in the event
of a Participant's Separation of Service following a “Change in Control” as
such term is defined from time to time in the 20th Century Industries
Supplemental Executive Retirement Plan, a Participant's interest in his or her
benefits under the Plan shall become fully vested and nonforfeitable.


ARTICLE
VI

PAYMENT OF BENEFITS


6.


6.1       Date
of Payment


            Except as otherwise provided in Article VII and
subject to the provisions of Article V, a Participant's benefit hereunder,
payable on account of a Separation from Service shall commence to be paid as
soon as practicable following the later of (a) the date of such 





 







C-7


 












 





Separation from Service or (b) the earlier of (i) the date
on which the Participant attains (or would have attained if the Participant
then were in active employment) Early Retirement Date, or (ii) the
Participant's Normal Retirement Date.


6.2       Form
of Payment


            (a)        Single Life Annuity. The
normal form of payment under the Plan for a Participant who is not married on
the date of commencement of his or her benefits hereunder shall be a single
life annuity providing monthly payments for the life of the Participant, and
under which all benefit payments cease as of the date of death of the
Participant.


            (b)        Joint and Survivor Annuity.
The normal form of benefit payable to a Participant who is lawfully married to
a spouse on the date of commencement of his or her benefits hereunder shall be
an actuarially equivalent fifty percent (50%) joint and survivor annuity,
providing reduced monthly payments during such Participant's life, and
providing continued monthly payments after the Participant's death to the
spouse to whom the participant is married on the date of his or her
commencement of benefits hereunder. Each such continued monthly payments
payable to the surviving spouse shall be fifty percent (50%) of the monthly
payment amount payable during the Participant's lifetime. The reduction in the
Participant's monthly benefits shall be determined by application of the same
reduction factors as are applied for purposes of determining such reduction
under the Qualified Pension Plan. Continuing payments to a surviving spouse
shall continue during the life of the surviving spouse and shall cease on the
date of death of such surviving spouse.


            (c)        Whenever, under this Plan it becomes
necessary to determine the actuarial equivalence of one or more forms of
benefits, such determination shall be made by application of such actuarial
factors and rates as would then be applied for such purpose under the Qualified
Pension Plan.


ARTICLE
VII

DEATH AND DISABILITY BENEFITS


7.


7.1       Death
Benefit


            In the event of the death of a Participant
prior to commencement of benefit payments hereunder, a death benefit shall be
payable to the spouse to whom such Participant is lawfully married on the date
of the Participant's death. Such benefit shall consist of monthly payments,
each of which is equal to the monthly amount that would have been paid to such
spouse (a) had the Participant's Separation from Service occurred on the later
of (i) the Participant's date of death, or (ii) the earlier of the
Participant's Early Retirement Date or Normal Retirement Date, (b) had the
Participant's benefit commenced to be paid as the joint and survivor annuity
described in Section 6.2, and (c) had the Participant's death occurred
immediately after such commencement of benefits. Such death benefit





 







C-8


 












 





shall begin to be paid as soon as practicable after the
latest of (a) the Participant's date of death, (b) the earlier of the
Participant's Early Retirement Date or Normal Retirement Date, and (c) the date
on which such benefit applications, releases, and other documents as the
Committee may require to be given are received by the Committee in form and
manner satisfactory to the Committee. Death benefit payments shall cease as of
the date of death of the spouse receiving such payments. No benefit shall be
payable to any person other than a spouse described in the first sentence of
this Section 7.1. This Plan shall not be required to give effect to
disclaimers, whether made under state or federal law. This Section 7.1 shall
not apply in the case of the death of a Participant after payments have
commenced to be made with respect to such Participant.


7.2       Disability
Benefit


            If a Participant incurs a Total and Permanent
Disability, as such term is defined from time to time under Qualified Pension
Plan, prior to commencement of benefits hereunder and such Participant at the
date of the occurrence of such Total and Permanent Disability is an Eligible
Employee, such Participant shall continue to accrue benefits under this Plan in
the same manner as provided in the Qualified Plan during the continuation of
such Total and Permanent Disability, but not beyond the date determined under
the Qualified Pension Plan. Such Participant shall be entitled to receive
his/her benefit under this Plan upon attaining his/her Normal Retirement Date.


ARTICLE
VIII

RIGHT TO TERMINATE OR MODIFY PLAN


8.


By action of
its Board of Directors, 20th Century Industries may modify or terminate
this Plan without further liability to any Eligible Employee or former employee
or any other person. Notwithstanding the preceding provisions of this Article
VIII, except as expressly required by law, this Plan may not be modified or
terminated as to any Participant in a manner that adversely affects the payment
of benefits theretofore accrued by such Participant to the extent such benefits
have become vested, except that in the event of the termination of the Plan as
to all Participants, this Plan may in the sole discretion of the Board of
Directors be modified to accelerate payment of benefits to Participants.


ARTICLE
IX

NO ASSIGNMENT, ETC.


9.


Benefits under
this Plan may not be assigned or alienated and shall not be subject to the
claims of any creditor. A Participant shall not be permitted to borrow under
the Plan, nor shall a Participant be permitted to pledge or otherwise use his
benefits hereunder as security for any loan or other obligation. No payments
shall be made to any person or persons other than expressly provided herein, or
on any date or dates other than as expressly provided herein.





 







C-9


 












 





It is each Participant's sole responsibility to obtain such
consents, and to take such other actions as may be necessary or appropriate in
connection with participation in this Plan, including but not limited to
obtaining spousal or other consents, as may be necessary or appropriate to
reflect marital property, support, or other obligations arising under contract,
order or by operation of law.


ARTICLE
X

THE COMMITTEE


10.


            (a)        The appointment, removal and
resignation of members of the Committee shall be governed by the Board of
Directors of 20th Century Industries. Subject to change by the said Board,
the membership of the Committee shall be the same as the membership of the
Committee of the Qualified Pension Plan.


            (b)        The Committee shall have authority
to oversee the management and administration of the Plan, and in connection
therewith is authorized in its sole discretion to make, amend and rescind such
rules as it deems necessary for the proper administration of the Plan, to make
all other determinations necessary or advisable for the administration of the
Plan and to correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent that the Committee
deems desirable to carry the Plan into effect. The powers and duties of the
Committee shall include without limitation, the following:


                        (i)         Resolving all questions
relating to the eligibility of select management and highly compensated
employees to become Participants; and


                        (ii)        Resolving all questions
regarding payment of benefits under the Plan and other questions regarding plan
participation.


            Any action taken or determination made by the
Committee shall be conclusive on all parties. The exercise of or failure to
exercise any discretion reserved to the Committee to grant or deny any benefit
to a Participant or other person under the Plan shall in no way require the
Committee or any person acting on behalf thereof, to similarly exercise or fail
to exercise such discretion with respect to any other Participant.


ARTICLE
XI

RELEASE


11.


As a condition
to making any payment under the Plan, or to giving effect to any election or
other action under the Plan by any Participant or any other person, the Plan
Administrator may require such consents or releases as it determines to be
appropriate, and further may require any such designation, election or other
action to be in writing, in a prescribed form and to be filed with the
Committee in a manner prescribed by the Committee. In the event the Committee
determines, in 





 







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its discretion, that multiple conflicting claims may be
made as to all or a part of a benefit accrued hereunder by a Participant, the
Committee may delay the making of any payment until such conflict or
multiplicity of claims is resolved.


ARTICLE
XII

NO CONTRACT OF EMPLOYMENT


12.


This Plan
shall not be deemed to give any employee the right to be retained in the employ
of the Company or to interfere with the right of the Company to discharge or
retire any employee at any time, nor shall this Plan interfere with the right
of the Company to establish the terms and conditions of employment of any
employee.


ARTICLE
XIII

COMPANY'S OBLIGATION TO PAY BENEFITS


13.


Nothing
contained in this Plan and no action taken pursuant to the provisions of this
Plan shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company, and any Employee, an Employee's spouse or
former spouse or any other person. Funds to provide benefits under the
provisions of this Plan shall continue for all purposes to be a part of the
general funds of the Company. To the extent that any person acquires a right to
receive payments from the Company under this Plan such right shall be no
greater than the right of any unsecured general creditor of the Company.
Notwithstanding the preceding provisions of this Article XIII, assets may be
transferred by the Company to a trust constituting a "rabbi trust,"
for the purpose of providing benefits described herein.


ARTICLE
XIV

CLAIM REVIEW PROCEDURE


14.


            (a)        A person who believes that he or she
has not received all payments to which he or she is entitled under the terms of
this Plan may submit a claim therefor. Within ninety (90) days following
receipt of a claim for benefits under this Plan, and all necessary documents
and information, the Committee or its authorized delegate reviewing the claim
shall, if the claim is not approved, furnish the claimant with written notice
of the decision rendered with respect to the application.


            (b)        The written notice contemplated in
(a) above shall set forth:


                        (i)         the specific reasons
for the denial, with reference to the Plan provisions upon which the denial is
based;


                        (ii)        a description of any
additional information or material necessary for perfection of the application
(together with an explanation why the material or information is necessary);
and





 







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                        (iii)       an
explanation of the Plan's claim review procedure.


            (c)        A claimant who wishes to contest the
denial of his claim for benefits or to contest the amount of benefits payable
to him shall follow the procedures for an appeal of benefits as set forth
below, and shall exhaust such administrative procedures prior to seeking any
other form of relief.


            (d)       A claimant who does not agree with
the decision rendered as provided above in this Article XIV with respect to his
application may appeal the decision to the Committee. The appeal shall be made,
in writing, within sixty (60) days after the date of notice of such decision
with respect to the application. If the application has neither been approved
nor denied within the ninety-day (90) period provided in (a) above, then the
appeal shall be made within sixty (60) days after the expiration of the
ninety-day (90) period.


            (e)        The claimant may request that his
application be given full and fair review by the Committee. The claimant may
review all pertinent documents and submit issues and comments in writing in
connection with the appeal. The decision of the Committee shall be made
promptly, and not later than sixty (60) days after the Committee's receipt of a
request for review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered as soon as possible,
but not later than one hundred twenty (120) days after receipt of a request for
review. The decision by the Committee on review shall be in writing and shall
include specific reasons for the decision, written in a manner calculated to be
understood by the claimant with specific reference to the pertinent Plan
provisions upon which the decision is based.


ARTICLE
XV

ARBITRATION


15.


A claimant may
contest the Committee's denial of his or her appeal only by submitting the
matter to arbitration. In such event, the claimant and the Committee shall
select an arbitrator from a list of names supplied by the American Arbitration
Association in accordance with such Association's procedures for selection of
arbitrators, and the arbitration shall be conducted in accordance with the
rules of such Association. The arbitrator's authority shall be limited to the
affirmance or reversal of the Committee's denial of the appeal, and the
arbitrator shall have no power to alter, add to or subtract from any provision
of this Plan. Except as otherwise required by the Employee Retirement Income
Security Act of 1974, the arbitrator's decision shall be final and binding on
all parties, if warranted on the record and reasonably based on applicable law
and the provisions of this Plan.





 








C-12


 












 





ARTICLE XVI

MISCELLANEOUS


16.


16.1     Successor
and Assigns


            The Plan shall be binding upon and shall inure
to the benefit of the Company, its successors and assigns, and all
Participants.


16.2     Notices


            Any notice or other communication required or
permitted under the Plan shall be in writing, and if directed to the Company
shall be sent to the Committee or its authorized delegate, and if directed to a
Participant shall be sent to such Participant at his last known address as it
appears on the records of the Company.


16.3     Limitations
on Liability


            (a)        The Company does not warrant any tax
benefit nor any financial benefit under the Plan. Without limitation to the
foregoing, the Company and its officers, employees and agents shall be held
harmless by the Participant or Beneficiary from, and shall not be subject to
any liability on account of, the federal or state or local income tax
consequences, or any other consequences of any deferrals or credits with
respect to Participants under the Plan.


            (b)        The Company, its officers,
employees, and agents shall be held harmless by the Participant from, and shall
not be subject to any liability hereunder for, all acts performed in good
faith.


16.4     Certain
Small Benefits


            Notwithstanding any other provision of this
Plan to the contrary, in the case of a Participant whose annual benefit
hereunder is not in excess of $2,000, the Committee may, in its sole
discretion, distribute an amount equal to the actuarial equivalent value of
future anticipated benefits, determined in accordance with such actuarial
factors and interest rate assumptions utilized from time to time under the
Qualified Pension Plan for purposes of making lump sum payments thereunder.


16.5     Governing
Law


            This Plan is subject to the laws of the State
of California, to the extent not preempted by ERISA.





 







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            IN WITNESS
WHEREOF, 20th Century Industries has
caused this instrument to be executed by its duly authorized officers,
effective as of the Effective Date set forth hereinabove.


20TH CENTURY INDUSTRIES


By:                                                                                           


By:                                                                                           


 


 





 







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Appendix D


Treatment of Employees Transferring
with the Sale of United Guaranty Corporation


With respect to each Participant who is an Active Employee of United
Guaranty Corporation and its Subsidiaries (collectively, “UGC”) as of December
31, 2016 (the “Closing Date”), the date that the sale described in the Stock
Purchase Agreement dated August 15, 2016 between the Company and Arch Capital
Group, Ltd. (“Arch”) (the “Purchase Agreement”) closes (a 

“Departing UGC Participant”), the terms and conditions set forth in this
Appendix D shall apply solely with respect to Departing UGC Participants,
effective as of December 31, 2016:


1.   Appendix D Definitions


a.         Solely for purposes of this Appendix D, an “Active
Employee” means each person who as of the Closing Date (a) is an actively
employed Employee performing services for UGC and (b) each person who is
an Employee of UGC as of the Closing Date who is absent from employment due to
illness, vacation, injury, military service or other authorized absence
(including each Employee who is “disabled” under the short-term disability
program currently in place for UGC, who is on approved leave under the Family
and Medical Leave Act or who is on leave due to a workplace injury covered by a
workers’ compensation policy or program incurred within the six (6) months
prior to the Closing Date) other than Employees on long-term disability or
other unpaid medical leave and Employees who are on leave due to a workplace injury
covered by a workers’ compensation policy or program incurred more than six (6)
months prior to the Closing Date.


b.   Solely for purposes of this
Appendix D, “Subsidiaries” means those subsidiaries of United Guaranty
Corporation that are sold to Arch pursuant to the Purchase Agreement.


 


2.   Definition
of Disability


For purposes of Section 1.10, the
definition of the term “Disability,” for a Departing UGC Participant the word
“Company” shall include both UGC and Arch.


 


 






D-1


 












 





3.   Definition of Separation from Service


With respect to Departing UGC
Participants, the definition of “Separation from Service” in Section 1.33 of
the Plan means the Departing UGC Participant has terminated employment (other
than by death or Disability) with Arch and its subsidiaries (including UGC).


 


4.   Vesting


Notwithstanding the first two
sentences of Article 5 of the Plan, effective as of December 31, 2016, the
Excess Retirement Income of a Departing UGC Participant shall become
non-forfeitable, and the first sentence of the second paragraph of Article 5
shall not apply to a Departing UGC Participant.


 


5.   Entitlement to Benefits


For a Departing UGC Participant, Section 3.1 of the Plan
shall read as is set forth below:


3.1    Early, Normal, Postponed and Disability Retirement.
A Departing UGC Participant in the Plan who has a Separation from Service on or
after December 31, 2016 shall be entitled to the Excess Retirement Income
described in Article 4 of the Plan. If a Departing UGC Participant incurs a
Disability, the Departing UGC Participant shall be entitled to receive the
Excess Disability Retirement Income described in Section 4.5.


For a Departing UGC Participant, the first sentence of
Section 3.2 shall not apply and shall be replaced with the following sentence:


3.2     A Departing UGC Participant who has a Separation
from Service prior to Normal Retirement Date (other than by death or by
incurring a Disability) shall be entitled to an Early Excess Retirement Income
in accordance with Section 4.3.


6.   Benefit


For a Departing UGC Participant, Section
4.3(f) shall read as is set forth below:


 






D-2


 












 





4.3(f)   If the
Departing UGC Participant is not eligible for Early Retirement under the
Qualified Plan, the Frozen Accrued Benefit and the Grandfathered Accrued
Benefit  shall be the amounts that would be payable at Normal Retirement Date,
but reduced by 6-2/3% for each of the first 5 years (and a fraction thereof for
each full month) that retirement precedes age 65 and 3-1/3% for each of the
next 5 years (and a fraction thereof for each full month) that retirement
precedes age 60 and by an actuarial equivalent amount for retirement ages below
age 55. With respect to retirement ages prior to age 55, the reduction will be
based on an actuarial equivalent of the benefit payable at age 55. Actuarial
equivalence will be based on the rate of interest determined under Code section
417(e)(3) as modified in other applicable guidance (including without
limitation Revenue Ruling 2007-67) for the third calendar month prior to the
calendar year in which benefits are scheduled to commence and the mortality
table under Code section 417(e) in effect on the date benefits are scheduled to
commence.


 


7.   Death.


In Section 7.2, the following phrase that appears in both
the ultimate and penultimate sentences in that Section is eliminated with
respect to Departing UGC Participants:


“or , if later, within 90 days after the
Participant would have attained age 55”





 







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Appendix E


Treatment of Employees Transferring
with the Sale of Fortitude Group Holdings, LLC  


With respect to each Participant who is an Active Employee of Fortitude
Group Holdings, Inc. and its Subsidiaries (collectively, “Fortitude”) as of
June 2, 2020 (the “Closing Date”), the date that the sale described in the
Stock Purchase Agreement dated November 25, 2019 between the Company and Carlyle
FRL, L.P. and T&D Capital Co., Ltd.  (the “Fortitude Buyers”) (the
“Purchase Agreement”) closes (a “Departing Fortitude Participant”), the terms
and conditions set forth in this Appendix E shall apply solely with respect to
Departing Fortitude Participants, effective as of June 2, 2020:


1.   Appendix E Definitions


a.   Solely for purposes of this Appendix E, an “Active
Employee” means each person who as of the Closing Date (a) is an actively
employed Employee performing services for Fortitude and (b) each person
who is an Employee of Fortitude as of the Closing Date who is absent from
employment due to illness, vacation, injury, military service or other
authorized absence (including each Employee who is “disabled” under the short-term
disability program currently in place for Fortitude, who is on approved leave
under the Family and Medical Leave Act or who is on leave due to a workplace
injury covered by a workers’ compensation policy or program incurred within the
six (6) months prior to the Closing Date) other than Employees on long-term
disability or other unpaid medical leave and Employees who are on leave due to
a workplace injury covered by a workers’ compensation policy or program
incurred more than six (6) months prior to the Closing Date.


b.  Solely for purposes of this
Appendix E, “Subsidiaries” means those subsidiaries of Fortitude Group
Holdings, Inc. that are sold to the Fortitude Buyers pursuant to the Purchase
Agreement.


 


2.   Definition
of Disability


For purposes of Section 1.10, the
definition of the term “Disability,” for a Departing Fortitude Participant the
word “Company” shall include both Fortitude and the Fortitude Buyers.






E-1


 












 





 


3.   Definition
of Separation from Service


With respect to Departing Fortitude
Participants, the definition of “Separation from Service” in Section 1.33 of
the Plan means the Departing Fortitude Participant has terminated employment
(other than by death or Disability) with the Fortitude Buyers and its
Subsidiaries (including Fortitude).


 


4.   Vesting


Notwithstanding the first two
sentences of Article 5 of the Plan, effective as of June 2, 2020, the Excess
Retirement Income of a Departing Fortitude Participant shall become
non-forfeitable, and the first sentence of the second paragraph of Article 5
shall not apply to a Departing Fortitude Participant.


 


5.   Entitlement to Benefits


For a Departing Fortitude Participant, Section 3.1 of the
Plan shall read as is set forth below:


3.1    Early, Normal, Postponed and Disability Retirement.
A Departing Fortitude Participant in the Plan who has a Separation from Service
on or after June 2, 2020 shall be entitled to the Excess Retirement Income
described in Article 4 of the Plan. If a Departing Fortitude Participant incurs
a Disability, the Departing Fortitude Participant shall be entitled to receive
the Excess Disability Retirement Income described in Section 4.5.


For a Departing Fortitude Participant, the first sentence
of Section 3.2 shall not apply and shall be replaced with the following
sentence:


3.2     A Departing Fortitude Participant who has a
Separation from Service prior to Normal Retirement Date (other than by death or
by incurring a Disability) shall be entitled to an Early Excess Retirement
Income in accordance with Section 4.3.


6.   Benefit


For a Departing Fortitude Participant,
Section 4.3(f) shall read as is set forth below:






E-2


 












 





 


4.3(f)   If the Departing Fortitude
Participant is not eligible for Early Retirement under the Qualified Plan, the
Frozen Accrued Benefit and the Grandfathered Accrued Benefit  shall be the
amounts that would be payable at Normal Retirement Date, but reduced by 6-2/3%
for each of the first 5 years (and a fraction thereof for each full month) that
retirement precedes age 65 and 3-1/3% for each of the next 5 years (and a
fraction thereof for each full month) that retirement precedes age 60 and by an
actuarial equivalent amount for retirement ages below age 55. With respect to
retirement ages prior to age 55, the reduction will be based on an actuarial
equivalent of the benefit payable at age 55. Actuarial equivalence will be
based on the rate of interest determined under Code section 417(e)(3) as
modified in other applicable guidance (including without limitation Revenue
Ruling 2007-67) for the third calendar month prior to the calendar year in
which benefits are scheduled to commence and the mortality table under Code
section 417(e) in effect on the date benefits are scheduled to commence.


 


7.   Death.


In Section 7.2, the following phrase that appears in both
the ultimate and penultimate sentences in that Section is eliminated with
respect to Departing Fortitude Participants:


“or , if later, within 90 days after the
Participant would have attained age 55”


 


 


 


 








E-3