AMERICAN INTERNATIONAL GROUP, INC






 





 


 


 


 


 


 


 


AMERICAN INTERNATIONAL GROUP, INC.


 NON-QUALIFIED
RETIREMENT INCOME PLAN


(Amended through August 25, 2015, effective December
31, 2015)


 


 


 


 


 


 


 


 


 


 


 


 


 













 












 





TABLE
OF CONTENTS


	
   

  	
   

  	
  Page

  
	
  ARTICLE 1

  	
  DEFINITIONS

  	
  A-1

  
	
  ARTICLE 2

  	
  PARTICIPATION

  	
  A-6

  
	
  ARTICLE 3

  	
  RETIREMENT AND OTHER BENEFITS

  	
  A-7

  
	
  ARTICLE 4

  	
  EXCESS RETIREMENT INCOME

  	
  A-10

  
	
  ARTICLE 5

  	
  VESTING

  	
  A-16

  
	
  ARTICLE 6

  	
  MODES OF BENEFIT PAYMENT

  	
  A-17

  
	
  ARTICLE 7

  	
  DEATH BENEFITS

  	
  A-20

  
	
  ARTICLE 8

  	
  LIABILITY OF THE COMPANY

  	
  A-23

  
	
  ARTICLE 9

  	
  ADMINISTRATION OF THE PLAN

  	
  A-24

  
	
  ARTICLE 10

  	
  AMENDMENT OR TERMINATION OF THE PLAN

  	
  A-30

  
	
  ARTICLE 11

  	
  GENERAL PROVISIONS

  	
  A-31

  
	
   

  	
   

  	
   

  
	
  APPENDIX A

  	
  RESTORATION OF RETIREMENT INCOME PLAN FOR CERTAIN
  EMPLOYEES PARTICIPATING IN THE RESTATED AMERICAN GENERAL RETIREMENT PLAN

  	
  A-33

  
	
  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

  






 


 













i


 












 





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 1.15, 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 1.15 means the Participant’s
Compensation as determined under the Qualified Plan for purposes of 





 


 




 


 












 





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 


 


 


A-2






 


 












 





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 


 


 


A-3


 




 


 












 





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


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).


 


 


A-4


 




 


 












 





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:


(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.


 


 


 


 


 


 


 


A-5






 


 












 





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.


 


 


 


 


 


 


 


 


 


 


A-6






 


 












 





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
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 


 


A-7


 




 


 












 





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).


            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.


 


 


A-8


 




 


 












 





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.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


A-9






 


 












 





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:


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


 


A-10


 




 


 












 





(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:


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


 


 


A-11


 




 


 












 





(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 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;


 


A-12


 




 


 












 





(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 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 


 


A-13


 




 


 












 





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.


(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-14






 


 












 





 


(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.


 


 


 


 


 


 


 


 


 


A-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.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


A-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:


(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, 


 


 


A-17


 




 


 












 





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 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 


 


 


A-18


 




 


 












 





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.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


A-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 


 


 


A-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 


 


 


A-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).


 


 


 


 


 


 


 


 


 


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.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


A-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 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 


 


 


A-24


 




 


 












 





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 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 


 


 


A-25


 




 


 












 





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, 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 


 


 


A-26


 




 


 












 





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 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;


 


 


A-27


 




 


 












 





(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 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.


 


 


A-28






 


 












 





                                    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).


 


 


 


 


 


 


 


A-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.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


A-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.


 


 


 


A-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.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


A-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-33










 


 












 





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-34






 


 












 





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-35






 


 












 





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-36






 


 












 





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-37


 













 


 












 





 


 


 


Appendix B


 


 


THE HARTFORD STEAM BOILER


Excess Retirement Benefit
Plan


 


As Amended and Restated
October 23, 1989









 












 





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 AGREEMENT

  	
  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









 












 





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 


 


C-10






 


 












 





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


 


 


C-11






 


 












 





                        (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.


 


 


 


C-13






 


 












 





            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:                                                                                           


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


C-14