**Exhibit 10.15(b)**

 

 

**AMERICANMULTI-CINEMA, INC.SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

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**AsAmended and Restated Generally Effective January 1, 2006**

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**and**

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**AsFrozen Effective December 31, 2006**

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**AMERICAN MULTI-CINEMA, INC.SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

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**TABLE OFCONTENTS**

 
| **Section**                                              | ** **                                          | **Page** |
|----------------------------------------------------------|-----------------------------------------------------|----------|
|                                                     |                                                |     |
| PREAMBLE                                                 | 1                                                   |
|                                                     |                                                |
| ARTICLE I - DEFINITIONS                                  | 1                                                   |
| 1.1.                                                     | “Affiliate”                               | 1        |
| 1.2.                                                     | “Board”                                   | 1        |
| 1.3.                                                     | “Code”                                    | 1        |
| 1.4.                                                     | “Company”                                 | 1        |
| 1.5.                                                     | “Employer”                                | 1        |
| 1.6.                                                     | “Normal Retirement Date”                  | 2        |
| 1.7.                                                     | “OBRA 93”                                 | 2        |
| 1.8.                                                     | “Participant”                             | 2        |
| 1.9.                                                     | “Plan”                                    | 2        |
| 1.10.                                                    | “Qualified Plan”                          | 2        |
| 1.11.                                                    | “Qualified Plan Retirement Benefit”       | 2        |
| 1.12.                                                    | “Qualified Plan Surviving Spouse Benefit” | 2        |
| 1.13.                                                    | “Supplemental Retirement Benefit”         | 2        |
| 1.14.                                                    | “Surviving Spouse”                        | 2        |
| 1.15.                                                    | “Supplemental Surviving Spouse Benefit”   | 2        |
| 1.16.                                                    | Gender/Headings Clause                              | 2        |
|                                                     |                                                |     |
| ARTICLE II - ELIGIBILITY                                 | 3                                                   |
|                                                     |                                                |
| ARTICLE III - SUPPLEMENTAL  RETIREMENT BENEFIT           | 3                                                   |
| 3.1.                                                     | Amount                                              | 3        |
| 3.2.                                                     | Method of Payment and Commencement of Benefit       | 4        |
| 3.3.                                                     | Actuarial Equivalent                                | 5        |
| 3.4.                                                     | No Termination of Employment Benefit                | 5        |
| 3.5.                                                     | Withholding and Taxes                               | 5        |
|                                                     |                                                |     |
| ARTICLE IV – SUPPLEMENTAL  SURVIVING SPOUSE BENEFIT | 5                                                   |
| 4.1.                                                     | Amount                                              | 5        |
| 4.2.                                                     | Method and Commencement of Benefit                  | 6        |
| 4.3.                                                     | Death; No Surviving Spouse                          | 6        |
|                                                     |                                                |     |
| ARTICLE V - ADMINISTRATION OF  THE PLAN                  | 7                                                   |
| 5.1.                                                     | Administration by the Company                       | 7        |
| 5.2.                                                     | General Powers of Administration                    | 7        |
|                                                     |                                                |     |
| ARTICLE VI - AMENDMENT OR  TERMINATION                   | 7                                                   |
| 6.1.                                                     | Amendment or Termination                            | 7        |
| 6.2.                                                     | Effect of Amendment or Termination                  | 7        |

 

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| **Section**                      | ** **                        | **Page** |
|----------------------------------|-----------------------------------|----------|
|                             |                              |
| ARTICLE VII - GENERAL PROVISIONS | 7                                 |
| 7.1.                             | Funding                           | 7        |
| 7.2.                             | General Conditions                | 7        |
| 7.3.                             | No Guaranty of Benefits           | 8        |
| 7.4.                             | No Enlargement of Employee Rights | 8        |
| 7.5.                             | Spendthrift Provision             | 8        |
| 7.6.                             | Applicable Law                    | 8        |
| 7.7.                             | Incapacity of Recipient           | 8        |
| 7.8.                             | Corporate Successors              | 8        |
| 7.9.                             | Unclaimed Benefit                 | 8        |
| 7.10.                            | Limitations on Liability          | 9        |

 

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**AMERICAN MULTI-CINEMA, INC.SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

** **

TheAmerican Multi-Cinema, Inc. Supplemental Executive Retirement Plan (the “Plan”)was adopted effective January 1, 1994. The Plan was established and has beenmaintained by the Company for the purpose of providing benefits for certain ofits key employees who participate in the Defined Benefit Retirement Income Planfor Certain Employees of American Multi-Cinema, Inc. (and its Affiliates) basedon their compensation in excess of the maximum recognizable compensation forqualified retirement plan purposes imposed by Code Section 401(a)(17), asamended by the Omnibus Budget Reconciliation Act of 1993 (“OBRA 93”), up to themaximum limit that would have been in effect under Code Section 401(a)(17) (asindexed), had OBRA 93 not been enacted.

 

EffectiveJanuary 1, 2006, the Company is hereby amending and restating the Plan toupdate and clarify the application of several of its provisions, to incorporatea prior amendment, and to bring the Plan into compliance with the requirementsof Code Section 409A effective January 1, 2005.

 

**Effective December 31, 2006, the Company has elected tofreeze the Qualified Plan and, therefore, this Plan. A Participant’sSupplemental Retirement Benefit will be calculated as of December 31, 2006, andthe amount thereof shall not be increased or changed for any reason thereafter.**

 

**ARTICLE I - DEFINITIONS**

 

Whereverused herein the following terms shall have the meanings hereinafter set forth:

 

**1.1.        **“**Affiliate**” means any Employer that is anaffiliate or related to the Company, including an employer that is a member ofa controlled group of corporations with the Company or controlled group oftrades or businesses, as defined in Sections 414(b) and 414(c) of the Code.

 

**1.2.        **“**Board**” means the Board of Directors of theCompany.

 

**1.3.        **“**Code**” means the Internal Revenue Code of1986, as amended from time to time, and any regulations relating thereto.

 

**1.4.        **“**Company**” means American Multi-Cinema, Inc.,a Missouri corporation, or, to the extent provided in Section 7.8 below, anysuccessor corporation or other entity resulting from a merger or consolidationinto or with the Company or a transfer or sale of substantially all of theassets of the Company.

 

**1.5.        **“**Employer**” means the Company and any of itsAffiliates which is an adopting employer under the Qualified Plan and who alsoadopts this Plan, their successors and assigns.

 

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**1.6.        **“**Normal Retirement Date**” means the first dayof the month coinciding with or next following a Participant’s 65th birthdayor, if later, January 1 of the year in which the fifth (5th) anniversary of theParticipant’s commencement of participation in the Qualified Plan occurs.

 

**1.7.        **“**OBRA 93**” means the Omnibus BudgetReconciliation Act of 1993 (which amended Section 401(a)(17) of the Code).

 

**1.8.        **“**Participant**” means an employee of theCompany who is a participant under the Qualified Plan (or any successor orreplacement employees’ retirement plan) and to whom or with respect to whom abenefit is payable under the Plan.

 

**1.9.        **“**Plan**” means the AMC Supplemental ExecutiveRetirement Plan.

 

**1.10.      **“**Qualified Plan**” means the Defined BenefitRetirement Income Plan for Certain Employees of American Multi-Cinema, Inc., asin effect December 31, 2006.

 

**1.11.      **“**Qualified Plan Retirement Benefit**” meansthe monthly retirement benefit payable to a Participant pursuant to theQualified Plan by reason of his termination of employment with the Company andall Affiliates for any reason other than death after qualifying for early,normal or late retirement benefits under the Qualified Plan, the amount ofwhich benefit has been frozen by the Company as of December 31, 2006.

 

**1.12.      **“**Qualified Plan Surviving Spouse Benefit**”means the monthly retirement benefit payable to the Surviving Spouse of aParticipant pursuant to the Qualified Plan in the event of the death of theParticipant at any time prior to commencement of the payment of his QualifiedPlan Retirement Benefit.

 

**1.13.      **“**Supplemental Retirement Benefit**” means thebenefit payable to a Participant pursuant to the Plan by reason of histermination of employment with the Company for any reason other than deathafter qualifying for early, normal or late retirement benefits under theQualified Plan and all Affiliates, provided that if such benefit has notcommenced prior to December 31, 2006, it shall be calculated as of that dateand shall not be increased for any reason thereafter.

 

**1.14.      **“**Surviving Spouse**” means a person who ismarried to a Participant at the date of his death.

 

**1.15.      **“**Supplemental Surviving Spouse Benefit**”means the benefit, if any, payable to a Surviving Spouse pursuant to the Plan.

 

**1.16.       Gender/Headings Clause**. Words in the masculinegender shall include the feminine and the singular shall include the plural,and vice versa, unless qualified by the context. Any Article or Sectionheadings used herein are included for ease of reference only, and are not to beconstrued so as to alter the terms hereof.

 

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**ARTICLE II - ELIGIBILITY**

 

AParticipant who is eligible to receive a Qualified Plan Retirement Benefitafter qualifying for early, normal or late retirement benefits under theQualified Plan, the amount of which is reduced by reason of the application ofthe maximum recognizable compensation imposed by Section 401(a)(17) of theCode, as in effect on the date for commencement of the Qualified PlanRetirement Benefit, or as in effect at any time thereafter, shall be eligibleto receive a Supplemental Retirement Benefit. The Surviving Spouse of aParticipant who dies prior to commencement of payment of his Qualified PlanRetirement Benefit, but after qualifying for an early, normal or lateretirement benefit under the Qualified Plan, shall be eligible to receive aSupplemental Surviving Spouse Benefit. No employee who was not a Participantwith a Supplemental Retirement Benefit as of December 31, 2006 shall become aParticipant thereafter.

 

**ARTICLE III - SUPPLEMENTALRETIREMENT BENEFIT**

 

**3.1.         Amount**. The Supplemental Retirement Benefit payableto an eligible Participant in the form of a straight life annuity over thelifetime of the Participant only, commencing on his Normal Retirement Date,shall be a monthly amount equal to the difference between (a) and (b) below:

 

(a)           the monthly amount of the QualifiedPlan Retirement Benefit to which the Participant would have been entitled underthe Qualified Plan if such benefit were computed without giving effect to themaximum recognizable compensation for qualified retirement plan purposesimposed by application of Section 401(a)(17) of the Code, as amended by OBRA93, but rather, for the purpose of this Plan, recognizing a Participant’scompensation up to the maximum limit that would have been in effect underSection 401(a)(17) of the Code (as indexed), had OBRA 93 not been enacted;

 

less

 

(b)           the monthly amount of the QualifiedPlan Retirement Benefit actually payable to the Participant under the QualifiedPlan.

 

Theamounts described in (a) and (b) shall be computed as of the date oftermination of employment of the Participant with the Company and allAffiliates in the form of a straight life annuity payable over the lifetime ofthe Participant only, commencing on his Normal Retirement Date.

 

In theevent a Participant’s employment with the Company terminates prior toqualifying for an early, normal or late retirement benefit under the QualifiedPlan, but the Participant is rehired by the Company and does subsequentlyqualify for a benefit hereunder, the amount of the Supplemental RetirementBenefit payable under 3.1(a) and (b) above shall be based solely upon theParticipant’s service following his reemployment.

 

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Priorservice with an entity acquired by the Company shall not be included indetermining the amount of Supplemental Retirement Plan Benefit payable under3.1(a) and (b) above, even if it is included as service under the QualifiedPlan, unless this Plan is amended to specifically include such pre-acquisitionservice as service hereunder.

 

Noadditional Supplemental Retirement Benefit under this Section 3.1 shall accrueafter December 31, 2006. Any such benefit that may become payable in the future(if the Participant qualifies for early, normal or late retirement under theQualified Plan) shall be calculated as of December 31, 2006, and the amountthereof will not increase for any reason after that date.

 

**3.2.         Method of Payment and Commencement of Benefit**. TheSupplemental Retirement Benefit payable to a Participant or Surviving Spouseshall be paid at such time and in such manner as irrevocably elected by theParticipant in writing (on a form provided by the Company) as of the later of(a) December 31, 2006 or (b) the last day of the thirty (30) day periodcommencing with the Participant’s initial eligibility to participate in thePlan. Notwithstanding the foregoing, no change in a prior election made by aParticipant prior to December 31, 2006 (as permitted under regulations issuedunder Code Section 409A) shall accelerate into 2006 a benefit payable in alater year, or defer to a later year an amount payable in 2006.

 

AParticipant shall elect irrevocably, at the time and in the manner referred toabove, to receive an amount equal to the Actuarial Equivalent of his benefit,payable in equal semi-annual installments, over a certain period of from two(2) to ten (10) years, with such payments to be made on or about January 1 andJuly 1 of each year. If the amount of a semi-annual installment would be lessthan $1,000, such Participant’s benefit shall be paid instead in annualinstallments as of January 1 of each year for which an installment is payable.

 

Notwithstandingthe foregoing, (a) if the Actuarial Equivalent present value of a Participant’sbenefit is less than $10,000 when first payable at the time elected above, theamount automatically will be paid in a lump sum, whether or not the Participanthas elected installments, or (b) if a Participant elected, prior to January 1,2006 when first eligible to participate in the Plan, to receive his benefit inthe form of a lump sum payment, such benefit, if any, will be paid in a lumpsum, unless such Participant elects to receive installment payments prior toDecember 31, 2006.

 

AParticipant shall elect, in the manner referred to above, to receive his entirebenefit, if payable in a lump sum, or to receive his initial installmentpayment, if payable in installments, as of the first day of the month (or assoon thereafter as administratively feasible) following the Participant’s dateof termination of employment, or as of the first January 1 thereafter.

 

TheCompany’s action “freezing” the Plan as of December 31, 2006 shall notaccelerate the commencement of a Participant’s benefit, if any, prior to thetime of payment otherwise provided under this Section 3.2, nor shall suchaction cause any benefit to “vest” or entitle a 

 

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Participant to a benefit the Participant was nototherwise entitled to hereunder had the freeze not occurred.

 

**3.3.         Actuarial Equivalent**. A Supplemental RetirementBenefit which is payable in a lump sum, or which commences at any time prior tothe Participant’s Normal Retirement Date, shall be the actuarial equivalent ofthe Supplemental Retirement Benefit set forth in Section 3.1 above. The amountof any lump sum payment will be reduced by early retirement factors, ifapplicable, and the lump sum amount will be calculated using the same actuarialadjustments as those specified in the Qualified Plan with respect todetermination of the amount of the Qualified Plan Retirement Benefit on thedate for commencement of payments hereunder.

 

**3.4.         No Termination of Employment Benefit**. No benefit ispayable hereunder if a Participant’s employment with the Company terminates forany reason (or no reason) before the earliest of the dates he qualifies forearly, normal or late retirement benefits under the Qualified Plan. The Company’saction freezing the Plan as of December 31, 2006 does not affect the fact thatbenefits will be forfeited as a result of a pre-retirement termination ofemployment. A Participant may qualify for a Supplemental Retirement Benefitafter December 31, 2006 if the Participant qualifies for early, normal or lateretirement after that date and was a Participant as of December 31, 2006.

 

Notwithstandingthe foregoing or any other provision of this Plan, a Participant (1) who wasterminated by the Company between January 1, 2005 and June 30, 2005, as a partof an announced corporate reorganization, and (2) who had earned at leastfifteen (15) years of Vesting Service under the Qualified Plan as of suchParticipant’s date of termination, shall be entitled to the SupplementalRetirement Benefit accrued through December 31, 2004 when (and if) he or shequalifies for early, normal or late retirement benefits under the QualifiedPlan, to be paid pursuant to the terms of this Plan, as determined by the Company.

 

**3.5.         Withholding and Taxes**. The Company may withhold,for income or employment tax purposes, from any benefit payable hereunder, anyappropriate amount which is required or permitted by applicable law. AParticipant remains solely liable for all taxes owed (other than the Company’sshare of employment taxes) on all benefits or payments hereunder and shallindemnify and hold the Company harmless in connection therewith. Failure of aParticipant to forward payment to the Company promptly upon its request of anyamount which the Company is required to withhold (if funds payable to theParticipant from which such amount could be withheld are not available) shallbe grounds to forfeit any benefit otherwise paid or payable to the Participanthereunder.

 

**ARTICLE IV - SUPPLEMENTALSURVIVING SPOUSE BENEFIT**

 

**4.1.         Amount**. If a Participant dies prior to commencementof payment of his Qualified Plan Retirement Benefit under circumstances inwhich a Qualified Plan Surviving Spouse Benefit is payable to his Surviving Spouse,then a Supplemental Surviving Spouse Benefit will be payable to his SurvivingSpouse as hereinafter provided. The monthly amount of 

 

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the SupplementalSurviving Spouse Benefit payable to a Surviving Spouse shall be equal to thedifference between (a) and (b) below:

 

(a)           the monthly amount of the QualifiedPlan Surviving Spouse Benefit to which the Surviving Spouse would have beenentitled under the Qualified Plan if such benefit were computed without givingeffect to the maximum recognizable compensation for qualified retirement planpurposes imposed by application of Section 401(a)(17) of the Code as amended byOBRA 93, but rather, for the purpose of this Plan, recognizing a Participant’scompensation up to the maximum limit that would have been in effect underSection 401(a)(17) of the Code (as indexed), had OBRA 93 not been enacted;

 

less

 

(b)           the monthly amount of the QualifiedPlan Surviving Spouse Benefit actually payable to the Surviving Spouse underthe Qualified Plan.

 

Noadditional Supplemental Surviving Spouse Benefit under this Section 4.1 shallaccrue after December 31, 2006. Any such benefit that may become payable in thefuture shall be calculated as of December 31, 2006, and the amount thereof willnot increase, or change for any reason (other than death benefit adjustments),after that date.

 

**4.2.         Method and Commencement of Benefit**. Except ashereinafter provided, a Supplemental Surviving Spouse Benefit shall be payable,commencing on the date for commencement of payment of the Qualified PlanSurviving Spouse Benefit to the Surviving Spouse, in semi-annual installments,as elected by the Participant at the time, in the manner, and subject to thelimitations described in, Section 3.2. Notwithstanding the foregoing, aSupplemental Surviving Spouse Benefit shall be payable in an ActuarialEquivalent (as defined in Section 3.3) lump sum amount if the Participantelected, at the time and in the manner described in Section 3.2, a lump summethod of payment of any Supplemental Surviving Spouse Benefit.

 

In noevent shall the Company’s action in freezing the Plan as of December 31, 2006be construed as entitling a Surviving Spouse to a benefit such Surviving Spousewould not otherwise have been entitled to had the Plan freeze not occurred.

 

**4.3.         Death; No Surviving Spouse**. No death benefit ispayable hereunder if a Participant who has not commenced receiving benefitpayments hereunder dies without being survived by a spouse prior to his NormalRetirement Date. If a Participant who is not survived by a Surviving Spousedies after his Normal Retirement Date and before he commences receiving benefitpayments under Article III hereof, his designated Beneficiary shall be entitledto receive benefits under this Article IV, computed in the same manner that aSurviving Spouse Benefit would have been calculated under this Plan and payablein the form of payment determined pursuant to Section 4.2 above.

 

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**ARTICLE V - ADMINISTRATION OF THEPLAN**

 

**5.1.         Administration by the Company**. The Company shall beresponsible for the general operation and administration of the Plan and forcarrying out the provisions thereof.

 

**5.2.         General Powers of Administration**. All provisionsset forth in the Qualified Plan with respect to the administrative powers andduties of the Company, payment of expenses of administration, and theprocedures for filing claims and appealing claim denials, shall also beapplicable with respect to this Plan. The Company shall be entitled to relyconclusively upon all tables, valuations, certificates, opinions and reportsfurnished by any actuary, accountant, controller, counsel or other personemployed or engaged by the Company with respect to the Plan. The Company mayexercise all administrative duties and rights hereunder in its sole discretion.

 

**ARTICLE VI - AMENDMENT ORTERMINATION**

 

**6.1.         Amendment or Termination**. The Company expresslyreserves the right to amend or terminate the Plan at any time and in anymanner, in its sole discretion, without prior notice to, or the consent of, anyparty. Any such amendment or termination shall be adopted pursuant to aresolution of the Board and shall be effective, retroactively or prospectively,as of the date specified in such resolution.

 

**6.2.         Effect of Amendment or Termination**. No amendment ortermination of the Plan shall deprive a Participant or Surviving Spouse of anySupplemental Retirement Benefit or Supplemental Surviving Spouse Benefit,payment of which has commenced prior to the effective date of such amendment ortermination or which would be payable if the Participant terminated employmentfor any reason on such effective date. The Company’s action freezing the Planas of December 31, 2006 was not a termination of the Plan. The provisions ofthe Plan not affected by the freeze as set forth in this restatement of thePlan continue in full force and effect.

 

**ARTICLE VII - GENERAL PROVISIONS**

 

**7.1.         Funding**. The Plan shall be and remain at all timesunfunded and unsecured, and no provision shall at any time be made with respectto segregating any assets of the Company for payment of any benefits hereunder.No Participant, Surviving Spouse or any other person shall have any interest inany particular assets of the Company by reason of the right to receive abenefit under the Plan and any such Participant, Surviving Spouse or otherperson shall have only the rights of a general unsecured creditor of theCompany with respect to any rights under the Plan.

 

**7.2.         General Conditions**. Any Qualified Plan RetirementBenefit or Qualified Plan Surviving Spouse Benefit, or any other benefitpayable under the Qualified Plan, shall be paid solely in accordance with theterms and conditions of the Qualified Plan and nothing in this Plan 

 

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shall operate or beconstrued in any way to modify, amend or affect the terms and provisions of theQualified Plan.

 

**7.3.         No Guaranty of Benefits**. Nothing contained in thePlan shall constitute a guaranty by the Company or any other entity or personthat the assets of the Company will be sufficient to pay any benefit hereunder.

 

**7.4.         No Enlargement of Employee Rights**. No Participantor Surviving Spouse shall have any right to a benefit under the Plan except inaccordance with the terms of the Plan. Neither the establishment of the Plannor any provision hereof shall be construed to give any Participant the rightto be retained in the service of the Company or an Employer.

 

**7.5.         Spendthrift Provision**. No interest of any person orentity in, or right to receive a benefit under, the Plan shall be subject inany manner to sale, transfer, assignment, pledge, attachment, garnishment, orother alienation or encumbrance of any kind; nor may such interest or right toreceive a benefit be taken, either voluntarily or involuntarily, for thesatisfaction of the debts of, or other obligations or claims against, suchperson or entity, including claims for alimony, support, separate maintenanceand claims in bankruptcy proceedings.

 

**7.6.         Applicable Law**. The Plan shall be construed andadministered under the laws of the State of Missouri, to the extent such lawsare not preempted by the Employee Retirement Income Security Act of 1974 (“ERISA”)and valid regulations promulgated thereunder. The Plan also shall be construedand enforced so as to comply with the provisions of Code Section 409A andregulations thereunder, effective January 1, 2005.

 

**7.7.         Incapacity of Recipient**. If any person entitled toa benefit payment under the Plan is deemed by the Company to be incapable ofpersonally receiving and giving a valid receipt for such payment, then, unlessand until claim therefor shall have been made by a duly appointed guardian orother legal representative of such person, the Company may provide for suchpayment or any part thereof to be made to any other person or institution thencontributing toward or providing for the care and maintenance of such person. Anysuch payment shall be a payment for the account of such person and a completedischarge of any liability of the Company and the Plan therefor.

 

**7.8.         Corporate Successors**. The Plan shall not beautomatically terminated by a transfer or sale of assets of the Company or bythe merger or consolidation of the Company into or with any other corporationor other entity, but the Plan shall be continued after such sale, merger orconsolidation only if and to the extent that the transferee, purchaser orsuccessor entity agrees to continue the Plan. In the event that the Plan is notcontinued by the transferee, purchaser or successor entity, then the Plan shallterminate subject to the provisions of Section 6.2.

 

**7.9.         Unclaimed Benefit**. Each Participant shall keep theCompany informed of his current address and the current address of his spouse. TheCompany shall not be obligated to 

 

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search for thewhereabouts of any person. If the location of a Participant is not made knownto the Company within three (3) years after the date on which payment of theParticipant’s Supplemental Retirement Benefit may first be made, payment may bemade as though the Participant had died at the end of the three-year period. If,within one additional year after such three-year period has elapsed, or, withinthree years after the actual death of a Participant, the Company is unable tolocate any Surviving Spouse of the Participant, then the Company shall have nofurther obligation to pay any benefit hereunder to such Participant orSurviving Spouse or any other person and such benefit shall be irrevocablyforfeited.

 

**7.10.       Limitations on Liability**. Notwithstanding any ofthe preceding provisions of the Plan, neither the Company nor any individualacting as an employee or agent of the Company shall be liable to anyParticipant, former Participant, Surviving Spouse or any other person for anyclaim, loss, liability or expense incurred in connection with the Plan.

 

**IN WITNESSWHEREOF**, the Company has executed this Plan document this 28thday of December, 2006, to be effective generally as of January 1, 2006.

 

 
| ** ** | **AMERICAN MULTI-CINEMA, INC.,**                                   |
|------------|--------------------------------------------------------------------|
|       | **the “Company”**                                        |
|       | ** **                                                         |
|       |                                                               |
|       | By:                                                                | /s/ Keith P.  Wiedenkeller |   |
|       |                                                               | Keith P.  Wiedenkeller |
|       |                                                               | SVP of Human  Resources |
|       |                                                               |
|       |                                                               |
| ** ** | **AMC  CARD PROCESSING SERVICES,   INC., an “Employer”** |
| ** ** | ** **                                                         |
| ** ** | ** **                                                         |
|       | By:                                                                | /s/ Kevin M.  Connor |   |
|       |                                                               | Kevin M. Connor |
|       |                                                               | Senior Vice  President |

 

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