Supplemental Benefit Equalization Plan

EXHIBIT 10(c)


GENERAL REINSURANCE CORPORATION


SUPPLEMENTAL BENEFIT EQUALIZATION PLAN


EFFECTIVE NOVEMBER 7, 1995 2


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. 3
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. 4
"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. 5
"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, a ...