AMERICAN INTERNATIONAL GROUP, INC






                                                                         





AMERICAN INTERNATIONAL
GROUP, INC.


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


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













 












 





TABLE
OF CONTENTS


	
   

  	
   

  	
  Page

  
	
  Article 1 

  	
  Definitions

  	
  1

  
	
  Article 2 

  	
  Participation

  	
  5

  
	
  Article 3 

  	
  Retirement and Other Benefits

  	
  6

  
	
  Article 4 

  	
  Supplemental Retirement Income

  	
  7

  
	
  Article 5 

  	
  Vesting

  	
  13

  
	
  Article 6 

  	
  Modes of Benefit Payment

  	
  14

  
	
  Article 7 

  	
  Death Benefits

  	
  15

  
	
  Article 8 

  	
  Liability of the Company

  	
  18

  
	
  Article 9 

  	
  Administration of the Plan

  	
  19

  
	
  Article 10 

  	
  Amendment or Termination of the Plan

  	
  25

  
	
  Article 11 

  	
  General Provisions

  	
  26

  






 













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PREAMBLE


            The American
International Group, Inc. Supplemental Executive Retirement Plan (hereinafter
referred to as the “Plan”) shall become effective on January 1, 2008, and
shall constitute an amendment, restatement
and continuation of the “American International Group, Inc.
Supplemental Executive Retirement Plan” as amended and in effect on
December 31, 2007.


            The purpose of the Plan
is to provide supplemental retirement income benefits to designated executives
and key employees of the Employers.


            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
further benefits will accrue.  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       
“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.


1.2       
“Average Final Compensation” means the Participant’s Average Final
Compensation as determined under the Qualified Plan divided by twelve (12).   For
purposes of determining the amount payable under Section 4.5(a), the Freeze
Period as defined in Section 4.5 shall be disregarded in determining whether
years are consecutive for purposes of determining Average Final Compensation.
Effective December 31, 2015, Average Final Compensation is frozen and shall not
increase after that date.


1.3       
“Board of Directors” means the Board of Directors of the Company, as
constituted from time to time.


1.4       
“Code” means the Internal Revenue Code of 1986, as amended from time to
time.


1.5       
“Committee” means the Stock Option and Compensation Committee of the
Board of Directors of American International Group, Inc.


1.6       
“Company” means American International Group, Inc.


1.7       
“Disability” means a period of medically determined physical or mental
impairment that is expected to result in death or last for a period of not less than 12 months during which a
Participant qualifies for income replacement benefits under the Participating
Employer's long-term disability plan for at least 3 months, or, if a
Participant does not participate in such a plan, a period of disability during
which the Participant is unable to engage in any substantial gainful activity
by reason of any medically determined physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months. 


1.8       
“Early Retirement Date” means the Participant’s termination of
employment (i) after attaining age 60 and earning 5 or more Years of
Service or Fraction Thereof or (ii) unless the Committee determines
otherwise in its sole discretion, after attaining age 55 with 10
or more years of Credited Service (as defined in the Qualified Plan).  For
purposes of this Section 1.8, in determining the number of years of Credited
Service and the number of Years of Service or Fraction Thereof for a
Participant listed in Schedule A, the number of Years of Service or
Fraction Thereof and Credited Service occurring during the Freeze Period as
defined in Section 4.5 shall be included.


 




 












 





1.9       
“Effective Date” of this amended and restated Plan means
[January 1, 2008]. The original effective date of the Plan is July 1,
1986.


1.10    “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.


1.11    “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.


1.12    “Non-Qualified Retirement Income” means the benefit
provided under the American International Group, Inc. Non-Qualified Retirement
Income Plan, as may be amended from time to time.  And all references in the Plan to the Excess
Retirement Income Plan are hereby replaced with the words “Non-Qualified
Retirement Income Plan.


1.13    “Excess
Retirement Income Plan Pre-Retirement Survivor Annuity” means the benefit payable
to the Participant’s Surviving Spouse under the Excess Retirement Income Plan.


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


1.15    “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.


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


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


1.18    “Plan”
means the American International Group, Inc. Supplemental Executive Retirement
Plan, as herein set forth, and as it may hereafter be amended from time to
time.


1.19    “Postponed
Retirement Date” means the date the Participant retires after his Normal
Retirement Date as determined under the terms of the Qualified Plan.


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


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


1.22    “Qualified
Plan Retirement Income” means the benefit paid to a Participant under the
Qualified Plan and includes retirement income payable upon Normal Retirement,
Early 




2












 





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.


1.23    “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 Supplemental Retirement Income payable pursuant to
Article 4.  Effective December 31, 2015, the amount of Retirement Income
is frozen, and the amount of Retirement Income shall not increase thereafter,
nor shall there be any increase in the offset amounts that are applied in
determining the amount of the Retirement Income, other than any increase
related to Interest Credits (as defined in the Qualified Plan).


1.24    “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.


1.25    “Social
Security Benefit” shall mean the primary insurance benefit which the
Participant is entitled to receive under Title II of the Social Security Act as
in effect on the date he retires or otherwise terminates employment, or would
be entitled to receive if he did not disqualify himself from receiving the same
by entering into covered employment or otherwise, but excluding any increase in
the benefit levels payable under Title II of the Social Security Act or any
increase in the wage base under such Title if such increase takes place after
such Participant’s retirement or other termination of employment. If the
Participant has not reached age 65, his Social Security Benefit will be
computed assuming he has reached age 65 on the date of his retirement or other
termination of employment and assuming that his salary remained level to age 65
at his last rate of salary.  Effective December 31, 2015, the Social Security
Benefit is frozen, and no increase in the benefit level payable under Title II
of the Social Security Act or any increase in the wage base under such Title
shall be recognized.


1.26    “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 




3












 





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.


1.27    “Surviving
Spouse” means a spouse to whom the Participant is lawfully married on the date
of the Participant’s death.


1.28    “Years
of Service or Fraction Thereof” means a continuous 12-month period or fraction
thereof for each full month of active employment commencing on the Participant’s
date of hire or on the anniversary thereof. In the case of a Participant who
was employed by HSB Group, Inc., American General Corporation or
21st Century Industries, as applicable, as of the date of acquisition of
such corporation by American International Group, Inc., such Participant’s
Years of Service or Fractions Thereof shall be measured from the Participant’s initial
date of hire with the acquired corporation excluding any periods while not an
employee of the acquired corporation. 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.







4












 





Article 2

Participation 


2.                      
  


            The Company shall designate from time to time
the Executives who shall become Participants in the Plan upon giving
consideration to the recommendations of the President and Chief Executive
Officer. Executives who were Participants in the Plan prior to January 1,
2008 shall continue in the Plan as Participants as of the Effective Date.  No
individual shall become a Participant after December 31, 2015.







5












 





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 Supplemental 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 Supplemental Disability Retirement Income described in Section 4.4.


3.2       
Early Retirement. 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, a
Supplemental Early Retirement Income will be payable in accordance with Section
4.2. 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), a
Supplemental Retirement Income will be payable in accordance with Section 4.2 only
if the Committee approves the payment of such benefit for such Participant.   In
determining the number of years of Credited Service 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 or
Fraction Thereof and Credited Service occurring during the Freeze Period as
defined in Section 4.5 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 to
his surviving Spouse, a death benefit shall be payable in accordance with
Section 7.1; provided, however, that no death benefit is payable if the
Participant dies after termination of employment prior to his Early, Normal,
Postponed or Disability Retirement Date.


3.4       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.







6












 





Article 4

Supplemental Retirement Income


4.                      
  


4.1       Subject to Section 6.3, the Supplemental
Retirement Income payable to an eligible Participant, commencing on his Normal
Retirement Date in the form of a life annuity, shall be equal to the difference
between (a) and (b) as stated below:


                        (a)        2.4% of Average Final
Compensation for each Year of Service or Fraction Thereof for each full month
of active employment, not in excess of 60% of Average Final Compensation;


                        (b)        (i)         the monthly
benefit payable at Normal Retirement Date under the Qualified Plan and any
predecessor thereof in the form of a single life annuity;


                                    (ii)        the monthly
Excess Retirement Income benefit payable at Normal Retirement Date in the form
of a single life annuity;


                                    (iii)       the monthly
Social Security Benefit;


                                    (iv)       the monthly
amount payable at Normal Retirement Date in the form of a single life annuity
under the Restoration Income Plan for Certain Employees Participating in the
Restated American General Retirement Plan (the “AG Restoration Plan”) which was
cashed out to the Participant from the American General Corporation
Supplemental Executive Retirement Plan (the “AG SERP”) or a Supplemental
Executive Retirement Agreement (an “AG SERA”), if any;


                                    (v)        the monthly
amount payable at Normal Retirement Date in the form of a 10 year certain and
life annuity (converted, for purposes of this Section 4.1(b)(v), to a life
annuity using the actuarial equivalent factors in effect under the Qualified
Plan) under the AG SERP or an AG SERA whether or not such benefits are actually
paid at such date, including an amount which was cashed out to the Participant
from the AG SERP or AG SERA, if any;


                                    (vi)       the monthly
amount payable at Normal Retirement Date in the form of a 15 year certain
annuity under the 21st Century Insurance Group Supplemental Executive
Retirement Plan (“21st Century SERP”) (converted, for purposes of this Section
4.1(b)(vi), to a life annuity using the actuarial equivalent factors in effect
under the Qualified Plan) which was cashed out to a Participant from the 21st
Century SERP, if any; and


                                    (vii)      in accordance
with procedures established by the Committee, any benefits accrued under a
foreign deferred compensation plan sponsored by the Employer provided that such
benefits are not subject to Code Section 409A (whether or not such benefits are
actually paid at such date).


Notwithstanding the forgoing, effective December 31, 2015,
the Plan is frozen, and no increase in Average Final Compensation or Years of
Service or Fraction thereof shall be taken into account after that date in
determining the benefits payable hereunder.  Further, the amounts in (b) reducing
the amounts in (a) of this Section 4.2 shall be frozen effective as of December
31, 2015, 




7












 





and such amounts shall not increase after
that date, other than any increase related to Interest Credits (as defined in
the Qualified Plan).


 


4.2       Subject to Section 6.3, if a Participant who is
eligible for Early Retirement under Section 3.2 has a Separation from Service
prior to his Normal Retirement Date (other than by death or disability), a
Supplemental Early Retirement Income shall be payable under this Plan at such
Early Retirement Date. Such Supplemental Early Retirement Income payable in the
form of a life annuity shall be equal to the difference between (a) and (b) as
stated below:


                        (a)        2.4% of Average Final
Compensation for each Year of Service or Fraction Thereof, not in excess of 60%
of Average Final Compensation and reduced:


                                    (i)         for
Participants who have attained age 60 and have 30 or more Years of Service, by
3% for each year (and a fraction thereof for each full month) that retirement
precedes age 65;


                                    (ii)        for
Participants who have attained age 60 with at least 25 but not 30 or more Years
of Service, by 4% for each year (and a fraction thereof for each full month)
that retirement precedes age 65;


                                    (iii)       for all
other Participants who have 10 or more Years of Credited Service (as defined
under the Qualified Plan), by 5% for each year (and a fraction thereof for each
full month) that retirement precedes age 65; or


                                    (iv)       for all other
Participants who have less than 10 Years of Credited Service (as defined under
the Qualified Plan), by 6 2/3% for each year (and a fraction thereof for each
full month) that retirement precedes age 65.


                        (b)        (i)         the monthly
benefit payable at Early Retirement Date under the Qualified Plan and any
predecessor thereof in the form of a single life annuity;


                                    (ii)        the monthly
Excess Retirement Income benefit payable at Early Retirement Date in the form
of a single life annuity;


                                    (iii)       the monthly
Social Security Benefit;


                                    (iv)       the monthly
amount payable at Normal Retirement Date in the form of a single life annuity
under the Restoration Income Plan for Certain Employees Participating in the
Restated American General Retirement Plan (the “AG Restoration Plan”) (reduced,
if necessary, by the early retirement factors under the Qualified Plan) which
was cashed out to the Participant from the American General Corporation
Supplemental Executive Retirement Plan (the “AG SERP”) or a Supplemental
Executive Retirement Agreement (“AG SERA”), if any;


                                    (v)        the monthly
amount payable at Normal Retirement Date in the form of a 10 year certain and
life annuity (converted, for purposes of this Section 4.2(b)(v), to a 




8












 





life annuity using the actuarial equivalent factors in
effect under the Qualified Plan and reduced, if necessary, by the early
retirement factors under the Qualified Plan) under the AG SERP or an AG SERA
whether or not such benefits are actually paid at such date, including an
amount which was cashed out to the Participant from the AG SERP or AG SERA, if
any;


                                    (vi)       the monthly
amount payable at Normal Retirement Date in the form of a 15 year certain
annuity under the 21st Century Insurance Group Supplemental Executive
Retirement Plan (“21st Century SERP”) (converted, for purposes of this Section
4.2(b)(vi), to a life annuity using the actuarial equivalent factors in effect
under the Qualified Plan and reduced, if necessary, by the early retirement
factors under the Qualified Plan) which was cashed out to a Participant from
the 21st Century SERP, if any; and


                                    (vii)      in accordance
with procedures established by the Committee, any benefits accrued under a
foreign deferred compensation plan sponsored by the Employer provided that such
benefits are not subject to Code Section 409A (whether or not such benefits are
actually paid at such Early Retirement Date).


                                    For purposes of (b)(i),
(b)(ii), (b)(iv), (b)(v) and (b)(vi) above, if the Participant is not eligible
for Early Retirement under the Qualified Plan, the monthly benefit payable at
Normal Retirement in the form of a life annuity, reduced by 6 2/3% for each
year (and a fraction thereof for each full month) by which retirement precedes
age 65, shall be offset against the amount computed under (a) above.


                                    For purposes of (b)(iii)
above, the amount of the Participant’s monthly Social Security Benefit shall be
reduced by 5% for each year and a fraction thereof for each full month by which
retirement precedes age 65.


For purposes of determining what
reduction factors apply under this Section 4.2 with respect to a Participant to
whom one or more Freeze Periods apply, the number of years of Credited Service
occurring during the Freeze Period shall be disregarded.


Notwithstanding the forgoing,
effective December 31, 2015, the Plan is frozen, and no increase in Average
Final Compensation or Years of Service or Fraction thereof shall be taken into
account after that date in determining the benefits payable hereunder, other
than for purposes of determining the applicable reduction in subsections (i) –
(iv) of Section 4.2(a).  Further, the amounts in (b) reducing the amounts in
(a) of this Section 4.2 shall be frozen effective as of December 31, 2015, and
such amounts shall not increase after that date, other than any increase
related to Interest Credits (as defined in the Qualified Plan).


 


4.3       Subject to Section 6.3, the Supplemental
Retirement Income payable to an eligible Participant, commencing on his
Postponed Retirement Date in the form of a life annuity, shall be equal to the
difference between (a) and (b) as stated below:


                        (a)        2.4% of Average Final
Compensation for each Year of Service or Fraction Thereof for each full month
of active employment, not in excess of 60% of Average Final Compensation;






9












 





                        (b)        (i)         the
monthly benefit payable at Postponed Retirement Date under the Qualified Plan
and any predecessor thereof in the form of a single life annuity;


                                    (ii)        the monthly
Excess Retirement Income benefit payable at Postponed Retirement Date in the
form of a single life annuity;


                                    (iii)       the monthly
Social Security Benefit payable at Postponed Retirement Date;


                                    (iv)       the monthly
amount payable at Normal Retirement Date in the form of a single life annuity
under the Restoration Income Plan for Certain Employees Participating in the
Restated American General Retirement Plan (the “AG Restoration Plan”) which was
cashed out to the Participant from the American General Supplemental Executive
Retirement Plan (the “AG SERP”) or a Supplemental Executive Retirement
Agreement (“AG SERA”), if any;


                                    (v)        the monthly
amount payable at Normal Retirement Date in the form of a 10 year certain and
life annuity (converted, for purposes of this Section 4.3(b)(v), to a life
annuity using the actuarial equivalent factors in effect under the Qualified
Plan) under the AG SERP or an AG SERA whether or not such benefits are actually
paid at such date, including an amount which was cashed out to the Participant
from the AG SERP or AG SERA, if any;


                                    (vi)       the monthly
amount payable at Normal Retirement Date in the form of a 15 year certain
annuity under the 21st Century Insurance Group Supplemental Executive
Retirement Plan (“21st Century SERP”) (converted, for purposes of this Section
4.3(b)(vi), to a life annuity using the actuarial equivalent factors in effect
under the Qualified Plan) which was cashed out to a Participant from the 21st
Century SERP, if any; and


                                    (vii)      in accordance
with procedures established by the Committee, any benefits accrued under a
foreign deferred compensation plan sponsored by the Employer provided that such
benefits are not subject to Code Section 409A (whether or not such benefits are
actually paid at such date).


Notwithstanding the forgoing, effective December 31, 2015,
the Plan is frozen, and no increase in Average Final Compensation or Years of
Service or Fraction thereof shall be taken into account after that date in
determining the benefits payable hereunder.  Further, the amounts in subsection
(b) reducing the amounts in subsection (a) of this Section 4.3 shall be frozen
effective as of December 31, 2015, and such amounts shall not increase after
that date, other than any increase related to Interest Credits (as defined in
the Qualified Plan), if any.  For clarity, the late retirement factors that may
apply to a Participant commencing his benefit on a Postponed Retirement Date
shall continue to apply.


 


4.4       If an eligible Participant is determined to have
incurred a Disability, a Supplemental Disability Retirement Income shall be
payable in accordance with the terms of the Plan on such Participant’s Normal
Retirement Date. The Supplemental Disability Retirement Income payable in the
form of a life annuity shall be equal to the difference between (a) and (b)
below:






10












 





                        (a)        2.4%
of Average Final Compensation for each Year of Service or Fraction Thereof for
each full month of active employment, not in excess of 60% of Average Final
Compensation;


                        (b)        (i)         the monthly
benefit payable at Normal Retirement Date under the terms of the Qualified Plan
and any predecessor thereof in the form of a single life annuity;


                                    (ii)        the monthly
Excess Retirement Income benefit payable at Normal Retirement Date in the form
of a single life annuity;


                                    (iii)       the monthly
amount payable at Normal Retirement Date in the form of a single life annuity
under the Restoration Income Plan for Certain Employees Participating in the
Restated American General Retirement Plan (the “AG Restoration Plan”) which was
cashed out to the Participant from the American General Supplemental Executive
Retirement Plan (the “AG SERP”) or a Supplemental Executive Retirement
Agreement (“AG SERA”), if any;


                                    (iv)       the monthly
amount payable at Normal Retirement Date in the form of a 10 year certain and
life annuity (converted, for purposes of this Section 4.4(b)(iv), to a life
annuity using the actuarial equivalent factors in effect under the Qualified
Plan) under the AG SERP or an AG SERA whether or not such benefits are actually
paid at such date, including an amount which was cashed out to the Participant
from the AG SERP or AG SERA, if any;


                                    (v)        the monthly
amount payable at Normal Retirement Date in the form of a 15 year certain
annuity under the 21st Century Insurance Group Supplemental Executive
Retirement Plan (“21st Century SERP”) (converted, for purposes of this Section
4.4(b)(v), to a life annuity using the actuarial equivalent factors in effect
under the Qualified Plan) which was cashed out to a Participant from the 21st
Century SERP, if any; and


                                    (vi)       in accordance
with procedures established by the Committee, any benefits accrued under a
foreign deferred compensation plan sponsored by the Employer provided that such
benefits are not subject to Code Section 409A (whether or not such benefits are
actually paid at such date).


Notwithstanding the forgoing, effective December 31, 2015,
the Plan is frozen, and no increase in Average Final Compensation or Years of
Service or Fraction thereof shall be taken into account after that date in
determining the benefits payable hereunder.  Further, the amounts in (b)
reducing the amounts in (a) of this Section 4.4 shall be frozen effective as of
December 31, 2015, and such amounts shall not increase after that date, other
than any increase related to Interest Credits (as defined in the Qualified
Plan), if any.  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 (decreased,
if applicable, by any amount attributable to Interest Credits credited under
the Qualified Plan).






11












 





4.5       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), 4.2(a), 4.3(a), and 4.4(a) for a Participant listed in
Schedule A, the Freeze Period shall be disregarded in determining the
number of Years of Service or Fraction Thereof and Average Final Compensation,
each as defined herein. For purposes of determining the amounts described under
Sections 4.1(b), 4.2(b), 4.3(b), and 4.4(b) for a Participant listed in
Schedule A, the Freeze Period shall be disregarded in determining;


(i)               
Credited Service and Average Final
Compensation, each as defined in the Qualified Plan for purposes of Section
4.1(b)(i), 4.2(b)(i), 4.3(b)(i), and 4.4(b)(i) of the Plan; and 


(ii)             
Credited Service, Years of Service
or Fraction Thereof, and Average Final Compensation each as defined in the
American International Group, Inc. Non-Qualified Retirement Income Plan for
purposes of Section 4.1(b)(ii), 4.2(b)(ii), 4.3(b)(ii), and 4.4(b)(ii) of the
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 4.5(a) or the amount
determined under the Plan without regard to Section 4.5(a).


(c)        For
those Participants for whom all or a portion of the Non-Qualified Retirement
Income Plan benefit is payable as a lump sum, the term “Non-Qualified
Retirement Income Plan benefit payable monthly” used in this section 4 shall be
construed to include a monthly amount determined by converting the lump sum
amount into a monthly annuity amount using the actuarial equivalence
assumptions in the Qualified Plan.







12












 





Article
5

Vesting 


5.                      
  


            A Participant shall have a nonforfeitable right
to Supplemental 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 Supplemental 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 4.5 for a Participant
listed on Schedule A 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 4.4), 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 Surviving Spouse may have a claim for benefits in
accordance with Article 3 and Article 7.


Years of Service or Fraction
Thereof occurring after December 31, 2015 shall be included for determining
whether a Participant is vested pursuant to this Article 5.







13












 





Article
6

Modes of Benefit Payment


6.                      
  


6.1       
Except as provided in Section 6.2, any Supplemental Retirement Income
payable under this Plan shall be paid in the
Normal Form. 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       
In lieu of the Normal Form of Payment, 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 Disability,
as applicable, 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, payment of Supplemental Retirement
Income under this Plan shall commence 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 Supplemental Retirement Income shall commence on 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 Supplemental 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 Supplemental
Retirement Income commences 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 Supplemental Retirement Income benefits
for certain participants. In the case of a Participant who terminated
employment with a vested right to Supplemental Retirement Income prior to
January 1, 2008 (other than by reason of Disability Retirement) and who
has not commenced receiving such Supplemental Retirement Income benefit by
January 1, 2009, such Participant shall commence his or her Supplemental
Retirement Income as of March 1, 2009.







14












 





Article
7

Death Benefits


7.                      
  


7.1       
In the case of a Participant who dies in employment with 5 or more Years
of Service or Fraction Thereof, or retires on a Normal, Early, Postponed or
Disability Retirement Date and dies prior to his annuity commencement date, if
a Qualified Plan Pre-Retirement Survivor Annuity is payable to such Participant’s
Surviving Spouse, a Supplemental Pre-Retirement Survivor Annuity shall be
payable to the Surviving Spouse under this Plan. The monthly amount of the
Supplemental Pre-Retirement Survivor Annuity payable to the Surviving Spouse
shall be equal to the difference between (a) and (b) as stated below:


(a)               
40% of the amount that the Participant had accrued pursuant to Section
4.1(a) as of the date of death reduced by 2% for each year (or fraction thereof
for each full month) that the Surviving Spouse is more than five (5) years
younger than the Participant;


(b)              
the sum of


                                    (i)         the
monthly amount of the Qualified Plan Pre-Retirement Survivor Annuity and Excess
Retirement Income Plan Pre-Retirement Survivor Annuity payable to the Surviving
Spouse under the Qualified Plan and any predecessor thereof and Excess
Retirement Income Plan 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;


                                    (ii)        the
monthly amount payable at Normal Retirement Date in the form of a single life
annuity under the Restoration Income Plan for Certain Employees Participating
in the Restated American General Retirement Plan (the “AG Restoration
Plan”) (reduced, if necessary, by the early retirement factors applicable under
the Qualified Plan) which was cashed out to the Participant from the American
General Corporation Supplemental Executive Retirement Plan (the “AG SERP”) or a
Supplemental Executive Retirement Agreement (an “AG SERA”), if any;


                                    (iii)       the
monthly amount payable at Normal Retirement Date in the form of a 10‐year
certain and life annuity under the AG SERP or an AG SERA (converted,
for purposes of this Section 7.1(b)(iii), to a life annuity using the actuarial
equivalent factors in effect under the Qualified Plan and reduced, if
necessary, by the early retirement factors applicable under the Qualified Plan)
which was cashed out to the Participant from the AG SERP or AG SERA, if any;


                                    (iv)       the
monthly amount payable under the AG SERP or an AG SERA to the
surviving spouse at 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, reduced, if necessary, by the early retirement
factors applicable under the Qualified Plan;


 




15












 





                                    (v)        the
monthly amount payable at Normal Retirement Date in the form of a 15‐year
certain annuity under the 21st Century Insurance Group Supplemental
Executive Retirement Plan (“21st Century SERP”) (converted, for purposes of
this Section 7.1(b)(v), to a life annuity using the actuarial equivalent
factors in effect under the Qualified Plan and reduced, if necessary, by the
early retirement factors applicable under the Qualified Plan) which was cashed
out to the Participant from the 21st Century SERP, if any; and


                                    (vi)       in
accordance with procedures established by the Committee, benefits accrued by
the Participant under a foreign deferred compensation plan sponsored by the
Employer and payable by reason of his death provided that such benefits are not
subject to Code Section 409A (whether or not such benefits are actually paid at
such date).


For purposes of determining what
reduction factors apply for purposes of this Section 7.1 with respect to a
Participant to whom one or more Freeze Periods apply, the number of years of
Credited Service occurring during the Freeze Period shall be disregarded.


            If the Participant is not eligible for Early Retirement under
the Qualified Plan, the amounts computed under Sections 7.1(b)(i) through
7.1(b)(v) shall be the amounts payable at Normal Retirement Date under such
Sections but reduced by 6‐2/3% for 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.


7.2       
Any Supplemental Pre-Retirement Survivor Annuity shall be payable over
the lifetime of the Surviving Spouse in
monthly installments commencing within 90 days 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.


7.3       
Upon the death of a Participant who terminated from employment prior to
his Normal, Early, Postponed or Disability Retirement Date, no Supplemental
Pre-Retirement Survivor Annuity shall be payable to such Participant’s
Surviving Spouse 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 4.5 shall be disregarded in determining; 


(i) Credited Service and Average
Final Compensation, each as defined in the Qualified Plan, for purposes of
determining the reduction provided under Section 7.1(b)(i) related to the
Qualified Plan Pre-Retirement Survivor Annuity and 






16












 





(ii)
Credited Service, Years of Service or Fraction Thereof, and Average Final
Compensation, each as defined in the American International Group, Inc.
Non-Qualified Retirement Income Plan, for purposes of determining the reduction
provided under Section 7.1(b)(i) of the Plan related to the Non-Qualified
Retirement Income Plan Pre-Retirement Survivor Annuity.


Notwithstanding the foregoing sentence, for purposes of
determining the eligibility of a Surviving Spouse of a Participant listed on
Schedule A to receive a benefit under Section 7.1, the Freeze Period as defined
in Section 4.5 shall be included in determining the number of Years of Service
or Fraction Thereof.


(b)        Notwithstanding the foregoing paragraph, the
benefit payable to the Surviving Spouse 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).







17












 





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, Surviving Spouse or joint or
contingent annuitant designated by the Participant, unless and except as
expressly provided otherwise by the Company.


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.







18












 





Article
9

Administration of the Plan


9.                      
  


9.1       
Except for the functions reserved to the Company or the Board of
Directors of the Company, the administration of the Plan shall be the
responsibility of the Committee.


9.2       
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 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)               
To determine the amount of benefits which shall be payable to any person
in accordance with the provisions of the Plan; and to provide a full and fair
review to any Participant whose claim for benefits has been denied in whole or
in part as described in Section 9.5;


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


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


(h)              
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 




19












 





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 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 




20












 





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


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


                        (b)        Non-Disability Claims


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


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


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


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


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


                                    (ii)        Review of
Denied Claims. The claimant will have 60 days to request in writing a review of
the denial of his or her claim by the Committee (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 and evidence he deems relevant. Failure to raise
issues or present 




21












 





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 Committee must
render its decision on the review of the claim no more than 60 days after the
Committee’s receipt of the request for review, except that this period may be
extended for an additional 60 days if the Committee 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;


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






22












 





                                                (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.


                                    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 




23












 





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).







24












 





Article
10

Amendment or Termination of the Plan


10.                      
  


10.1    The
Board of Directors 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 Board of Directors 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.







25












 





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.


 




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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.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 








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