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Retirement and Savings Plan under the law of State of Delware

Retirement and Savings Plan under the law of State of Delware


……a corporation organized and existing under the laws of the State of Delaware, originally adopted the Comprehensive Executive Non-qualified Retirement and Savings Plan of **Corporation (the “Comprehensive Plan”), which has been amended and restated from time to time.

The Comprehensive Plan consisted, primarily, of supplemental executive retirement provisions and supplemental executive savings provisions. In 1997, the Company split the Comprehensive Plan into two separate plans, the ** Corporation Supplemental Savings Plan and the** Corporation Supplemental Retirement Plan (the “Plan”). By action taken on November 15, 2000, the ***** Company Supplemental Executive Retirement Plan was merged into the Plan, effective as of January 1, 2001.
In response to the enactment of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) the Company in operation separated each Participant’s vested accrued benefit as of December 31, 2004. To bring the Plan into documentary compliance with Code Section 409A and related Internal Revenue Service guidance and proposed and final regulations, the Plan was restated, effective as of January 1, 2005. Each Participant’s accrued benefit was frozen, effective December 31, 2008. *** Corporation is a wholly owned subsidiary of ******.

The purpose of this Plan is to provide a select group of management or highly compensated employees of the Company and certain of its affiliates with supplemental retirement benefits. As a result, the Plan shall be considered to be a “top hat plan”, exempt from many of the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). This Plan is not intended to “qualify” for favorable tax treatment pursuant to Section 401(a) of the Internal Revenue Code of 1986 (the “Code”) or any successor Section or statute.

The Plan has been in reasonable, good faith compliance with Code Section 409A since January 1, 2005. The Company has elected to simplify the administration of the Plan and apply the Section 409A provisions to all benefits and to make other revisions and clarifications. Participants who terminated prior to this restatement may need to look to the prior versions of the Plan to determine eligibility for benefits.

NOW, THEREFORE, effective January 1, 2019, the Company hereby amends, restates and continues the Plan as herein set forth:

***Cyprus Death Benefit.
If a Cyprus SERP Participant dies before the commencement of benefits, a special death benefit will be paid to the beneficiary designated by the Cyprus SERP Participant in accordance with Section 6.5 (Beneficiary Designations). The death benefit will be paid in one lump sum on the later of 15 calendar days or the first day of the next month following such death, and will be the Actuarial Equivalent of the Participant’s Cyprus Minimum Benefit. Notwithstanding, payment may be delayed from the originally scheduled date, provided the special death benefit is paid on or before December 31 of the first calendar year following the calendar year in which the death occurs. The Actuarial Equivalent of the special death benefit shall reduce any benefits payable to the Participant’s Surviving Spouse pursuant to Section 5.7 (Surviving Spouse Benefit – Death Before Retirement).

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