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EXHIBIT 10(c)
GENERAL REINSURANCE CORPORATION
SUPPLEMENTAL BENEFIT EQUALIZATION PLAN
EFFECTIVE NOVEMBER 7, 1995
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GENERAL REINSURANCE CORPORATION
SUPPLEMENTAL BENEFIT EQUALIZATION PLAN
General Reinsurance Corporation has heretofore established, effective
January 1, 1976, in accordance with a resolution adopted by its Board of
Directors on June 11, 1975, a Benefits Equalization Program to provide payments
to certain key employees to insure that they will receive the full retirement
benefits as provided by the Employee Retirement Plan of General Re Corporation
and Its Affiliates (the "Retirement Plan"), without regard to the limitation
provided by Section 5.7 thereof which is required by Section 415 of the Internal
Revenue Code, as amended (the "Code").
The Benefit Equalization Program was subsequently amended, effective
January 1, 1988 to provide benefit payments to certain key executives to insure
that they will receive the benefit of the full matching contributions provided
by the Employee Savings Plan of General Re Corporation and Its Domestic
Subsidiaries (the "Savings Plan"), without regard to the limitation provided by
Section 3.9 thereof which is required by Section 415 of the Internal Revenue
Code. The Benefit Equalization Program has been further amended from time to
time thereafter.
General Reinsurance Corporation has further heretofore established,
effective January 1, 1980 a Supplemental Executive Plan to provide deferred
payments to certain key employees to supplement payments under the Retirement
Plan. The Supplemental Executive Retirement Plan was subsequently amended,
effective January 1, 1989, to provide benefit payments to certain key employees
to insure that they will receive the full benefits provided under the Retirement
Plan and the Savings Plan without regard to the compensation limitations in such
Plans which are required by Section 401 (a) (17) of the code. The Supplemental
Executive Retirement Plan was further amended and restated, effective January 1,
1991, to reflect that a portion of the benefits previously provided by the Plan
will be provided through the Retirement Plan. The Supplemental Executive
Retirement Plan has been further amended from time to time thereafter.
The Benefit Equalization Program and the Supplemental Executive
Retirement Plan were further amended, effective November 7, 1995, in accordance
with a resolution adopted by the Compensation Committee of the Board of
Directors as of that same date, to consolidate both the Benefit Equalization
Program and the Supplemental Executive Retirement Plan for ease of
administration into one plan, hereinafter referred to as the Supplemental
Benefit Equalization Plan. The Supplemental Benefit Equalization Plan
as so amended and restated continues to provide benefits in accordance with the
terms hereinafter set forth; provided, however, that the rights and benefits of
any Former Participant on November 7, 1995 shall be governed by the terms and
conditions of the Benefit Equalization Program and the Supplemental Executive
Retirement Plan as each such plan was in effect on November 6, 1995.
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The Supplemental Executive Retirement Plan is intended to be an "excess
benefit plan" as that term is defined in Section 3 (36) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), with respect to
those Participants whose benefits under the Retirement Plan and/or Savings Plan
have been limited by Section 415 of the Code, and a "top hat" plan meeting the
requirements of Section 201 (2), 301 (a) (3), 401 (a) (1) and 402 (b) (6) of
ERISA with respect to those Participants whose benefits under the Retirement
Plan and/or the Savings Plan have been limited by Section 401 (a) (17) of the
Code.
ARTICLE I
DEFINITIONS
"Actuarial Equivalent" means an amount of approximately equal value
computed in accordance with the definition of Actuarial Equivalent in Section
2.2 of the Retirement Plan.
"Beneficiary" means a Retirement Beneficiary or Savings Beneficiary
entitled to benefits under the Plan.
"Benefit Equalization Program" means the Benefits Equalization Program
adopted by the Company, amended from time to time, and subsequently consolidated
into the Supplemental Benefit Equalization Program.
"Board" means the Board of Directors of General Re Corporation and its
Compensation Committee, amended from time to time thereafter, and subsequently
consolidated into the Supplemental Benefit Equalization Plan.
"Corporation Stock" means the Common Stock of General Re Corporation.
"Defined Contribution Dollar Limitation" means the Defined Contribution
Dollar Limitation as defined in Section 3.9 of the Savings Plan, or any
successor provision thereto.
"Dependent Child" means the Dependent Child of a Participant as defined
in Section 1.11 of the Retirement Plan.
"Disability" means a disability qualifying an Employee for payments
under the General Re Corporation Long Term Disability Plan, provided that such
disability shall not be considered a termination of employment for purposes of
this Plan.
"Early Retirement Age" means the earliest age at which an Employee
qualifies for early retirement under the Retirement Plan.
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"Earnings" means the Participant's earning as defined in the Retirement
Plan.
"Employer" means General Reinsurance Corporation and any parent,
subsidiary and affiliate which shall elect, with the approval of the Board, to
participate in the Plan.
"ESOP Account" means the ESOP Account as defined in Section 1.22 of the
Savings Plan.
"ESOP Forfeitures" means the forfeitures allocated under Section 16.8
of the Savings Plan.
"ESOP Matching Allocations" means the ESOP Matching Allocations made
pursuant to Section 16.2 of the Savings Plan.
"ESOP Supplemental Allocations" means the ESOP Supplemental allocations
made pursuant to Section 16.3 of the Savings Plan.
"ESOP Valuation Date": means the ESOP Valuation Date as established by
Section 1.25 of the Savings Plan.
"Final Average Earnings" means Final Average Earnings as determined in
accordance with Section 1.18 of the Retirement Plan.
"Former Participant" means a terminated employee entitled to benefits
under the Plan.
"Maximum Benefit Provision" means Section 5.7 of the Retirement Plan,
or any successor provision thereto.
"Maximum Compensation Limitation" means the maximum limitation on
compensation pursuant to Section 1.10 of the Savings Plan, or any successor
provision thereto.
"Maximum Earnings Limitation" means the maximum limitation on earnings
pursuant to Section 1.13 of the Retirement Plan, or any successor provision
thereto.
"Participant" means any Employee who satisfies the eligibility
requirements of Article II and commences participation hereunder.
"Plan" means the Supplemental Benefit Equalization Plan as adopted by
the Company and amended from time to time thereafter.
"Plan Account" means a bookkeeping account established and maintained
by the Plan Administrator in connection with the Plan to reflect the Retirement
and Savings Benefits provided under the Plan.
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"Plan Administrator" means General Re Corporation.
"Retirement" means a Participant's termination of employment by reason
of retirement in accordance with the Retirement Plan.
"Retirement Beneficiary" means the Spouse or Dependent Child of a
Participant or Former Participant entitled to a Retirement Benefit under the
Plan as a joint and survivor annuitant of the Former Participant, or as the
Surviving Spouse or Dependent Child of the Participant.
"Retirement Benefit" means the benefit described under Section 5.1.
"Retirement Plan" means the Employee Retirement Plan of General Re
Corporation and its Affiliates, amended and restated January 1, 1995, and as
from time to time amended.
"Savings Beneficiary" means any person(s) designated pursuant to
Section 2.5 of the Savings Plan who is entitled to receive Savings Benefits
hereunder upon the death of a Participant.
"Savings Credits" means the credits granted a Participant under this
Plan in accordance with Article VI hereof.
"Savings Plan" means the Employee Savings and Stock Ownership Plan of
General Re Corporation and its Domestic Subsidiaries, amended and restated June,
1994 and from time to time amended.
"Spouse" means the Spouse of a Participant as defined in Section 1.36
of the Retirement Plan.
"Supplemental Benefit Equalization Plan" means the Supplemental Benefit
Equalization Plan as adopted by the Company and amended from time to time
thereafter.
"Supplemental Executive Retirement Plan" means the Supplemental
Executive Retirement Plan as adopted by the Company and amended from time to
time thereafter and subsequently consolidated into the Plan.
"Termination for Cause" means any separation from service by the
Participant from his Employer which is effected by reason of fraud, deceit, or
other gross misconduct by the Participant performed within the scope of his
employment.
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"Termination for Good Reason" means any separation from service by the
Participant because of (a) the involuntary assignment of the Participant to
duties materially different from his position prior to such Change in Control,
(b) a reduction of the Participant's salary which is greater than ten percent of
the Participant's salary at the annual rate in effect at the time of the Change
in Control, or (c) the relocation of the Participant's regular assigned
workplace by more than 25 additional miles from the Participant's then current
residence.
ARTICLE II
ELIGIBILITY AND FORFEITURE
2.1 Each Employee, who has completed an hour of service on or after
November 7, 1995, shall become a Participant as of the first day of any calendar
year in which the Employee is appointed to the position of Assistant Secretary
or above and with respect to which calendar year:
(a) the Employee is a Participant in the Retirement Plan and the
calculation of Retirement Income on behalf of such Employee requires a
limitation in accordance with the application of the Maximum Earnings Limitation
and/or the Maximum Benefit Provision, or
(b) the Employee is a Participant in the Savings Plans and the ESOP
Matching Allocation, ESOP Supplemental Allocation and ESOP Forfeitures made on
behalf of such Employee under the Savings Plan are limited in accordance with
the Maximum Compensation Limitation and/or the Maximum Contribution Provision.
2.2 Except as provided in Article II and Article VIII, each
Participant, Former Participant or Beneficiary shall have a non-forfeitable
right to receive Benefits under the Plan.
2.3 Any Participant who, without prior written approval of the Plan
Administrator, enters into any employment or consultation arrangement (including
service as an agent or as a member of a board of directors or trustees) either
as a sole proprietor or in association with any person or entity where such
arrangement or entity is, in the sole judgment of the Plan Administrator,
competitive with the Company or any affiliate, shall forfeit all rights to
benefits under this Program to the extent that such benefits have not been paid
as of the commencement date of the competitive arrangement, and participation
hereunder shall terminate.
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2.4 Notwithstanding any provisions herein to the contrary, if a Change
in Control occurs, all persons who are Participants and Former Participants at
the time of a Change in Control shall have a non-forfeitable right to any
Retirement Benefits and/or Savings Benefits under the Plan. A "Change in
Control" shall occur if (i) any person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the
beneficial owner of shares of the Company with respect to which 20% or more of
the total number of votes for the election of the Board of Directors of the
Company may be cast; (ii) as a result of, or in connection with, any cash tender
offer, exchange offer, merger or other business combination, sale of assets or
contested election or combination of the foregoing, the persons who were prior
to the institution thereof directors of the Company shall cease to constitute a
majority of the Board of Directors of the Company; or (iii) stockholders of the
Company shall approve an agreement pursuant to which the Company will cease to
be an independent publicly-owned corporation or for a sale or other disposition
of all or substantially all of the assets of the Company.
2.5 Notwithstanding the provision of Section 3.1, any Participant or
Former Participant employed by General Reassurance Corporation as of November
14, 1988 shall have the right, subject to the provisions of Section 3.2, to the
benefits accrued under the Plan as of such date; provided, however, that the
Award Period for such Participant or Former Participant shall include
employment for the 1988 calendar year, and further provided that in the event of
the death of the Participant or Former Participant prior to the commencement of
benefit payments in accordance with Article IV hereof, the Spouse of the
Participant or Former Participant, if any, will have the right to a
pre-retirement spouse's benefit (to be determined consistent with the provision
of Section 6.2 of the Retirement Plan) if a pre-retirement spouse's benefits is
payable under Section 6.2 of the Retirement Plan.
ARTICLE III
FUNDING
3.1 The Plan will not be funded. The benefits provided hereunder shall
be paid from the general assets of the Employer which employs the Participant on
the date active employment ceases; provided, however; the Employer may provide
such payments through a trust or trusts which are considered to be "rabbi
trusts" meeting the requirements of Section 671 et seq. of the Code.
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ARTICLE IV
RETIREMENT BENEFITS
4.1 The monthly Retirement Benefit payable to a Participant or
Retirement Beneficiary hereunder shall be the excess, if any, of
(A) the monthly benefit that would have been payable to such
Participant or Retirement Beneficiary under the Retirement Plan calculated
without regard to the Maximum Earnings Limitation and the Maximum Benefit
Provision thereof but taking into account all options and elections made by the
Participant under the Retirement Plan
over
(B) the monthly benefit that such Participant or Retirement
Beneficiary actually receives under the Retirement Plan.
For purposes of determining the monthly benefit that would have been
payable to such Participant or Retirement Beneficiary under the Retirement
Plan, Earnings under the Retirement Plan shall be deemed to include the entire
dollar amount of the Annual Incentive Bonus payable to a Participant, regardless
of the actual method of payment of such Bonus.
4.2 For purposes of this Article IV, if a Participant is married at the
time benefit payments are to commence, the Participant's monthly Retirement
Benefit shall be paid as a 50% joint and survivor annuity with the Spouse as the
joint annuitant. If, however, the Participant is not married at the time benefit
payments are to commence, the Participant's monthly Retirement Benefit will be
paid as a single life annuity. Notwithstanding the foregoing, if the Actuarial
Equivalent of the total Retirement Benefit is less than $14,000, the Actuarial
Equivalent of the total Retirement Benefit will be paid in one lump sum.
4.3 For purposes of the Article IV, payments shall commence upon the
earlier of the Participant's (a) termination of employment, (b) attainment of
age 70 1/2, (c) cessation of a disability, or (d) death while an active
employee. Payments shall terminate upon the death of the Participant if paid as
a single life annuity or, if paid as a 50% joint and survivor annuity, payments
shall terminate upon the later of the Participant's death or the death of the
Retirement Beneficiary. In the event of the Participant's death while an active
employee, the Surviving Spouse of the Participant, if any, or, in the absence of
a Surviving Spouse, the Dependent Child of the Participant, will have the right
to a pre-retirement spouse's benefit (to be determined consistent with the
provision of Article VI of the Retirement Plan), if a pre-retirement spouse's
benefit is payable under Article VI of the Retirement Plan.
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4.4 (a) In the event of a Change in Control (as defined in Section
2.3), the Actuarial Equivalent of the total Retirement Benefit shall be paid in
one lump sum payment to any Former Participant or Retirement Beneficiary to the
extent that such Retirement Benefits have not been paid as of the date of the
Change in Control.
(b) If a Change in Control (as defined in Section 2.4) occurs, and the
Participant's employment with the Company terminates (other than by reason of
death, disability, retirement on or after Normal Retirement Date under the
Retirement Plan, Termination for Cause, or voluntary termination by the
Participant except for Good Reason) within two years thereafter, the Actuarial
Equivalent of the total Retirement Benefit shall be paid in one lump sum payment
to any such Participant.
ARTICLE V
SAVINGS BENEFITS
5.1 The Savings Benefits under this Program shall be granted to a
Participant in the form of Savings Credits, which shall be allocated to the
Program Account(s) maintained for the Participant. Such Program Account(s) shall
be credited annually with the excess, if any, of
(a) the sum of the ESOP Matching Allocations, ESOP Supplemental
Allocations and ESOP Forfeitures that would have been allocated to such
Participant's ESOP Account calculated without regard to the Maximum Compensation
Limitation and the Defined Contribution Dollar Limitation but taking into
account all options and elections made by the Participant under the Savings
Plan,
over
(b) the sum of the ESOP Matching Allocations, ESOP Supplemental
Allocations and ESOP Forfeitures actually allocated to such Participant's ESOP
Account under the Savings Plan.
The Savings Credits allocated to a Participant's Program Account(s) shall be
deemed to be invested in Corporation Stock. Such Savings Credits and any
increase therein shall be deemed to vest in accordance with Article VI of the
Savings Plan.
5.2 When Savings Benefits under this Program are to be distributed, the
Participant shall be entitled to receive payment equal to the total of the
Savings Credits and any increase therein maintained in the Program Account(s)
for the Participant. Such total vested value shall be determined as of the
appropriate ESOP Valuation Date and shall be revalued annually thereafter as of
December 31 each year. Payments shall be made in a series of approximately equal
annual installments over a period of fifteen (15) years, or, if less, over a
period not exceeding the Participant's life expectancy.
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Notwithstanding the foregoing, if the total vested value of such Savings
Benefits is equal to or less than $3,500, such total vested value will be paid
to the Participant in a lump sum payment. In the event of the Participant's
death, a lump sum payment in cash shall be paid to the Savings Beneficiary.
5.3 For purposes of this Article V, payment shall commence upon the
earliest of the Participant's (a) termination of employment, (b) attainment of
age 70 1/2, or (c) cessation of disability or (d) death while an active
employee.
5.4 (a) If a Change in Control (as defined in Section 2.4) occurs, and
the Participant's employment with the Company terminates (other than by reason
of death, disability, retirement on or after Normal Retirement Date under the
Retirement Plan, Termination for Cause or voluntary termination by the
Participant except for Good Reason) within two years thereafter, the total
vested value of the Savings Benefits shall be paid in one lump sum payment to
any such Participant.
(b) In the event of a Change in Control (as defined in Section 2.4),
the total Savings Benefit shall be paid in one lump sum payment to any Former
Participant or Savings Beneficiary to the extent that such Savings Benefits have
not been paid as of the date of the Change in Control.
ARTICLE VI
PLAN ADMINISTRATION
6.1 The general administration of the Plan and the responsibility for
carrying out the provision thereof shall be placed with the Plan Administrator.
6.2 The Plan Administrator shall have the power to interpret and
construe the Plan, to determine all questions of eligibility and the status and
rights of Employees and Participants and others pursuant to the Plan and to
establish rules for the administration of the Plan and the transaction of its
business. The determination or action of the Plan Administrator with respect to
any question arising out of or in connection with the administration of the Plan
shall be final and conclusive and binding upon all persons having an interest in
the Plan.
6.3 In addition to any implied powers and duties which may be needed to
carry out the provisions of the Plan, the Plan Administrator shall have the
following specific powers and duties:
(a) to make and enforce such rules and regulations as it shall deem
necessary or proper for the efficient administration of the Plan.
(b) to interpret the Plan and to decide any and all matters arising
hereunder, including the right to remedy possible ambiguities, inconsistencies
or omissions, provided,
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however, that all such interpretations and decisions shall be applied in a
uniform manner to all Participants similarly situated;
(c) to decide all questions concerning the Plan, in accordance with the
provisions hereof;
(d) to compute the amount of benefits which shall be payable to any
Participant, Former Participant or Beneficiary pursuant to the Plan in
accordance with the provisions of the Plan; and
(e) to notify the Employer of the amount of benefits provided hereunder
for each Participant, Former Participant or Beneficiary; and
(f) to delegate its duties hereunder as the Plan Administrator
determines at its discretion.
(g) The Company shall indemnify the Plan Administrator and any agent or
employee thereof against any and all liability occasioned by any act or omission
in good faith. No bond or other security shall be required of the Plan
Administrator for faithful performance of its duties hereunder.
ARTICLE VII
AMENDMENT OR DISCONTINUANCE
8.1 The Company, with approval of the Board, reserves the right without
the consent of any person, at any time and from time to time, to amend, modify,
suspend or discontinue the Plan. No such action shall (a) adversely affect the
rights of any Participant who at the time of such action has a non-forfeitable
right to receive benefits as provided in Section 2.2, or (b) change the
forfeiture provisions of Article II except to the extent such change is
necessary to prevent any Participant from including as income for tax purposes
the value of unpaid Retirement Benefits and/or Savings Benefits hereunder.
ARTICLE VIII
NON-ASSIGNABILITY
9.1 No Participant may anticipate, encumber, alienate, pledge, sell or
assign any of his rights, claims or interests in the Plan, and no right arising
by reason of the Plan shall in any way be subject to the debts, contracts, or
engagement of any Participant or to legal process of any kind.
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ARTICLE IX
GOVERNING LAW
10.1 The Plan shall be construed, administered and regulated in
accordance with the laws of the State of Connecticut, without giving effect to
conflicts of law principles, except to the extent that such laws are preempted
by Federal law.
Dated: November 7, 1995