Exhibit
10(n)(1)


 


 


ALBANY
INTERNATIONAL CORP.


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


Effective as of


January 1, 1994


 


As amended and
restated


As of June 30,
2002


 

















 


Table
of Contents


 


	
  ARTICLE I

  	
  Definitions

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  Effective Date

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  Participation in the Plan

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  Benefits

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Determination of Benefits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Form and Timing of
  Benefit Payments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  Plan Administration

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  The Committee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Powers, Duties, Etc. of the Committee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  Miscellaneous

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Amendment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Termination

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Funding

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Benefits
  Not Assignable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  Plan Not a Contract
  of Employment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.

  	
  Benefits Payable to Minors, Incompenents and
  Others

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  G.

  	
  Construction

  	
   

  
						



 


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ARTICLE I


 


Definitions


 


A.                                   Actuarial
Equivalent:  The determination of
one benefit as actuarially equivalent to another benefit using the actuarial
assumptions used for such purpose under the Pension Plus Plan.


 


B.                                     Aggregate
Credited Service:  “Aggregate
Credited Service” as defined in the Pension Plus Plan.


 


C.                                     Beneficiary:  Any person entitled to receive any payment
of benefits due under the Pension Plus Plan with respect to a Participant after
the Participant’s death, whether pursuant to the Participant’s designation or
otherwise.


 


D.                                    Benefit:  The benefit payable to a Participant or
Beneficiary pursuant to Article IV of the Plan.


 


E.                                      Board
of Directors:  The Board of
Directors of the Corporation, and any persons empowered by the Corporation’s
certificate of incorporation, the Corporation’s by-laws or resolution of the
Board of Directors of the Corporation, to exercise the powers of the Board of
Directors of the Corporation with respect to the Plan.


 

















 


F.                                      Committee:  The Employee Benefits Committee appointed by
the Board of Directors to be the administrator of the Pension Plus Plan
pursuant to Article VII thereof.


 


G.                                     Compensation:  “Compensation” as defined in the Pension
Plus Plan, but determined without regard to the Compensation Limit.


 


H.                                    Compensation
Limit:  The limitations contained in
IRC Section 401(a)(17), as amended from time to time.


 


I.                                         Corporation:  Albany International Corp. and any successor
thereto.


 


J.                                        Employee:  Any person employed by the Corporation or a
“Participating Affiliate” (as defined in the Pension Plus Plan) on a salaried
basis who is an “Eligible Employee” (as defined in the Pension Plus Plan) under
the Pension Plus Plan.


 


K.                                    ERISA:  The Employee Retirement Income Security Act
of 1974, as amended.


 


L.                                      IRC:  The Internal Revenue Code of 1986, as amended.


 


M.                                 Participant:  Any Employee who is eligible to participate
in the Plan pursuant to Article III hereof.


 


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N.                                    Pension
Plus Plan:  The Albany International
Corp. Pension Plus Plan, as it may be amended from time to time.


 


O.                                    Plan:  The Albany International Corp. Supplemental
Executive Retirement Plan, as it may be amended from time to time.


 


P.                                      Prosperity
Plus Plan:  The Albany International
Corp. Prosperity Plus Plan, as it may be amended from time to time.


 


ARTICLE II


 


Effective Date


 


The Plan shall be
effective January 1, 1994 with respect to Participants whose benefit payments
under the Pension Plus Plan commence or will commence on or after January 1,
1994.


 


ARTICLE III


 


Participation in
the Plan


 


An Employee who is a
participant in the Pension Plus Plan shall become a Participant in this Plan
effective as of the date on which (a) his or her Compensation during any
calendar year beginning on or after January 1, 1994 exceeds the limitations set
forth in IRC Section 401(a)(17)


 


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or (b) his or her benefits under the Pension Plus Plan are limited by
reason of the application of the limitations of IRC Sections 401(a)(4) or 415
(including the combined limitations contained in IRC Section 415 on benefits
payable under the Pension Plus Plan and the Prosperity Plus Plan), including
the treasury regulations promulgated thereunder.  An Employee who becomes a Participant shall remain a Participant
so long as he or she is entitled to any benefits under the Plan.


 


ARTICLE IV


 


Benefits


 


A.                                   Determination of Benefits


 


1.                                       Excess
Article IV Benefits.  A
Participant’s or Beneficiary’s Benefit under this Section IV.A.1 of the Plan
shall be determined as the excess, if any, of:


 


(a)                                  the
Actuarial Equivalent of the amount of monthly benefits to which such
Participant or Beneficiary would have been entitled under Article IV of the
Pension Plus Plan, determined without regard to Appendix L of such plan, and
determined without regard to (i) the Compensation Limit and (ii) the
limitations imposed pursuant to IRC Sections 401(a)(4) and 415, expressed as a
single life annuity; over


 


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(b)                                 the
Actuarial Equivalent of the amount of monthly benefits to which such
Participant or Beneficiary actually is entitled from time to time under Article
IV of the Pension Plus Plan, determined without regard to Appendix L of such
plan, and expressed as a single life annuity.


 


2.                                       Excess
Appendix L Benefits.  A
Participant’s or Beneficiary’s benefit under this Section IV.A.2 of the Plan
shall be determined as the excess, if any, of (1) the Account credits provided
for in Section I of Appendix L of the Pension Plus Plan, over (2) the Account
credits actually credited to and payable from such Participant’s Account under
Appendix L of the Pension Plus Plan, after application of the limits described
in Section II of Appendix L.


 


B.                                     Form and Timing of Benefit Payments


 


1.                                       Excess
Article IV Benefits.  The Actuarial
Equivalent of a Participant’s or Beneficiary’s Benefit under Section IV.A.1 of
the Plan shall be paid to the Participant or Beneficiary in the same form as
benefits are paid to such Participant or Beneficiary under the Pension Plus
Plan and payment of such Benefit shall commence at the same time as benefits to
such Participant or Beneficiary under the Pension Plus Plan commence, unless
the Committee


 


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directs that the Actuarial Equivalent of the Participant’s or
Beneficiary’s benefits under the Plan shall be paid at a different time and in
a different form.


 


2.                                       Excess
Appendix L Benefits.  The actual
amount of any Participant’s Benefit under Section IV.A.2 of the Plan shall be
paid to the Participant in cash as soon as practicable after it accrues.


 


3.                                       Taxes.  Any payments hereunder shall be subject to
any applicable tax withholding requirements.


 


C.                                     Vesting


 


Nothwithstanding anything
in this Plan to the contrary, no Participant or Beneficiary shall be entitled
to receive any benefits under Section IV.A.1 of this Plan unless the
Participant (1) is actually employed by the Corporation or an “Affiliate” (as
defined in the Pension Plus Plan) on or after his or her attainment of age 55
and (2) has completed ten years of Aggregate Credited Service.


 


ARTICLE V


 


Plan
Administration


 


A.                                   The Committee


 


1.                                       The
Plan shall be administered by the Committee.


 


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2.                                       The
Committee shall act by a majority of its members at any time in office and such
action may be taken either by a vote at a meeting or in writing without a
meeting.  The Committee may authorize
any person to execute any document or documents on its behalf, and any interested
person, upon receipt of notice of such authorization directed to it, may
thereafter accept and rely upon any document executed by such authorized person
until the Committee shall deliver to such interested person a revocation of
such authorization.


 


3.                                       A
member of the Committee who also is a Participant shall be disqualified from
voting or acting upon any matter relating specifically to the Participant.


 


B.                                     Power, Duties, Etc. of the Committee


 


1.                                       The
Committee shall have the power to construe the Plan and to determine all
questions of fact that may arise thereunder, and any such construction or
determination shall be conclusively binding upon all persons interested in the
Plan.


 


2.                                       Subject
to the terms of the Plan, the Committee may establish rules and procedures
satisfactory to it for the administration of the Plan and the transaction of
its business.


 


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3.                                       All
payments of benefits or expenses of the Plan shall be made by the Corporation
at the direction of the Committee.


 


4.                                       The
Committee shall have all the rights, powers, duties and obligations granted or
imposed upon it elsewhere in the Plan.


 


5.                                       The
Committee may designate other persons to carry out the responsibilities of the
Committee provided for hereunder.


 


6.                                       To
the extent permitted under applicable law, the Committee shall not be subject
to and shall be indemnified by the Corporation for any liabilities arising from
any action or omission respecting the Plan.


 


ARTICLE VI


 


Miscellaneous


 


A.                                   Amendment


 


The Board of Directors
and the Employee Benefits Committee (each acting by an appropriately adopted
resolution at a meeting or action in writing without a meeting) shall each have
the right at any time to amend the Plan in whole or in part, effective
retroactively, or otherwise; provided, however, that no amendment
shall decrease the amount that would be payable to a Participant


 


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or Beneficiary hereunder determined as if the Participant terminated
employment with the Corporation immediately prior to such amendment and had
begun to receive retirement benefits under the Pension Plus Plan, so long as
the Participant had attained age 55 and had completed ten years of Aggregate
Credited Service under the Pension Plus Plan on the date such amendment is
adopted.


 


B.                                     Termination


 


The Board of Directors
(acting by an appropriately adopted resolution at a meeting or action in
writing without a meeting) reserves the right to terminate the Plan; provided,
however, that such termination shall not decrease the amount payable to
a Participant or Beneficiary hereunder determined as if the Participant had
terminated employment with the Corporation immediately prior to the termination
of the Plan and had begun to receive retirement benefits under the Pension Plus
Plan, so long as the Participant had attained age 55 and had completed ten
years of Aggregate Credited Service under the Pension Plus Plan on the date on
which the Plan is terminated.  All other
provisions of the Plan shall remain in effect unless otherwise amended.


 


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C.                                     Funding


 


The Benefits payable
under the Plan shall be unfunded. 
Benefits under the Plan shall be paid from the general assets of the
Corporation.  The Corporation may
establish a trust pursuant to a trust agreement and make contributions thereto
for the purpose of assisting the Corporation in meeting its obligations in
respect of Benefits payable under the Plan. 
Any such trust agreement shall contain procedures to the following effect:


 


(a)                                  In
the event of the insolvency of the Corporation, the trust fund will be
available to pay the claims of any creditor of the Corporation to whom a
distribution may be made in accordance with state and federal bankruptcy laws.  The Corporation is subject to a pending
proceeding as a debtor under the federal Bankruptcy Code (or any successor
federal statute) or any state bankruptcy code. 
In the event the Corporation becomes insolvent, the Board of Directors and
chief executive officer of the Corporation shall notify the trustee of that
event as soon as practicable.  Upon
receipt of such notice, or if the trustee receives other written allegation of
the Corporation’s insolvency, the trustee shall cease making payments of
benefits from the trust fund, shall hold the trust fund for the benefit of the
Corporation’s creditors, and shall take such steps that are necessary to
determine


 


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within 30 days whether the Corporation is insolvent.  In the case of the trustee’s actual
knowledge of or other determination of the Corporation’s insolvency, the
trustee will deliver assets of the trust fund to satisfy claims of the
Corporation’s creditors as directed by a court of competent jurisdiction;


 


(b)                                 The
trustee shall resume payment of benefits under the trust agreement only after
the trustee has determined that the Corporation is not insolvent (or is no
longer insolvent, if the trustee had previously determined the Corporation to
be insolvent) or upon receipt of an order of a court of competent jurisdiction
requiring such payment.  If the trustee
discontinues payment of benefits pursuant to Paragraph (a) of this Section and
subsequently resumes such payment, the first payment on account of a
Participant following such discontinuance shall include an aggregate amount
equal to the difference between the payments which would have been made on
account of such Participant under the trust agreement and the aggregate
payments actually made on account of such Participant by the Corporation during
any such period of discontinuance, plus interest on such amount at a rate
equivalent to the net rate of return earned by the trust fund during the period
of such discontinuance.


 


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D.                                    Benefits Not Assignable


 


Benefits provided under
the Plan may not be anticipated, assigned (either at law or in equity),
alienated or subject to attachment, garnishment, levy, execution or other legal
or equitable process other than pursuant to the laws of descent and
distribution.  The foregoing
notwithstanding, a valid beneficiary designation filed in accordance with
Appendix L of the Pension Plus Plan shall also govern the payment of any
benefits under Section IV.A.2 of this Plan in case of the death of a
Participant.


 


E.                                      Plan Not a Contract of Employment


 


The Plan is not a
contract of employment, and the terms of employment of any employee of the
Corporation or its “Affiliates” (as defined in the Pension Plus Plan) shall not
be affected in any way by the Plan or related instruments except as
specifically provided in the Plan or such related instruments.  The establishment of the Plan shall not be
construed as conferring any legal rights upon any Employee for a continuation
of employment, nor shall it interfere with the right of the Corporation or an
“Affiliate” (as defined in the Pension Plus Plan) to discharge any employee and
to treat him or her without regard to the effect which such treatment might
have upon


 


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him or her as a Participant. 
Each Participant and all persons who may have or claim any right by
reason of his or her participation shall be bound by the terms of the Plan and
all Agreements entered into pursuant thereto.


 


F.                                      Benefits Payable to Minors, Incompetents and Others


 


In the event any benefit
is payable to a minor or an incompetent or to a person otherwise under a legal
disability, or who, in the sole discretion of the Committee, is by reason of
advanced age, illness or other physical or mental incapacity incapable of
handling and disposing of his or her property, or otherwise is in such position
or condition that the Committee believes that such person could not utilize the
benefit for his or her support or welfare, the Committee shall have discretion
to apply the whole or any part of such benefit directly to the care, comfort,
maintenance, support, education or use of such person, or pay the whole or any
part of such benefit to the parent of such person, the guardian, committee, conservator
or other legal representative, wherever appointed, of such person, the person
with whom such person is residing, or to any other person having the care and
control of such person.  The receipt of
any such person to whom such payment on behalf of any Participant or
Beneficiary is made shall be sufficient discharge therefor.


 


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G.                                     Construction


 


1.                                       The
Plan is intended to qualify as an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees as referred to in Section 201(2) of ERISA, and its
terms shall be interpreted accordingly. 
Otherwise, the laws of the State of New York shall control the
interpretation and performance of the terms of the Plan.


 


2.                                       If
any provision of the Plan, or the application of any such provision to any
person or circumstances, shall be invalid under any federal or state law,
neither the application of such provision to persons or circumstances other
than those as to which such provision is invalid nor any other provisions of
the Plan shall be affected thereby.


 


3.                                       The
headings and subheadings in the Plan have been inserted for convenience of
reference only, and are to be ignored in any construction of the provisions
thereof.


 


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