SUPPLEMENTAL RETIREMENT PLAN

 

                              USLIFE CORPORATION
                         SUPPLEMENTAL RETIREMENT PLAN
                        EFFECTIVE AS OF JANUARY 1, 1994

Unless otherwise required by the context, the terms used herein which are
capitalized are defined in the USLIFE Corporation Retirement Plan (the
"Retirement Plan"), as from time to time amended, and shall have the same
meaning herein as used therein.

     1.   Purpose of the Plan
          ___________________

          This Supplemental Retirement Plan (the "Plan") is intended to be an
          unfunded, non-qualified plan of deferred compensation covering a
          select group of highly compensated or management employees for the
          purpose of providing benefits in excess of the limitations on
          benefits under the Retirement Plan resulting from the application of
          Section 401(a)(17) (restricting compensation to $150,000 per year, as
          adjusted), and Section 415 (limitation on annual benefits to $90,000
          per year as adjusted, as well as combined plan limits) of the
          Internal Revenue Code of 1986 as amended (the "Code") and benefits
          that would have otherwise accrued under the Retirement Plan if
          deferrals had not been made under the USLIFE Corporation Deferred
          Compensation Plan for management.  This Plan is not intended to
          comply with the requirements of Section 401(a) of the Code.  The Plan
          shall be administered and construed so as to effectuate this intent.

     2.   Eligibility
          ___________

          Eligible employees include (1) each Senior Vice President and above
          of USLIFE Corporation ("Company"), and each Chief Executive Officer
          of any wholly owned subsidiary of USLIFE Corporation, (2) all those
          serving as Vice President and above of USLIFE Corporation and all
          those serving as Senior Vice President and above in the subsidiaries
          of USLIFE Corporation, so long as their earnings as defined for
          purposes of this Plan exceeds the 401(a)(17) earnings limitation, as
          adjusted from time to time, (3) all those serving as Vice President
          and above in the subsidiaries of USLIFE Corporation, so long as they
          provide an Hour of Service after November 1, 1994 and their earnings
          as defined for purposes of this Plan exceeds the 401(a)(17) earnings
          limitation, as adjusted from time to time, and (4) all Participants
          in the USLIFE Corporation Deferred Compensation Plan for management,
          as well as any highly compensated or management employee of USLIFE
          Corporation who is selected by the Board of Directors of the Company.

     3.   Benefits
          ________

          The Plan shall provide a benefit to a Participant (or his spouse or
          beneficiary as the case may be) in an annual amount equal to the
          difference between the annual amount of the Participant's normal,
          early or vested retirement benefit to which he would be entitled
          under Article IV of the Retirement Plan upon his termination of
          employment if Code Sections 401(a)(17) and 415 were inapplicable, and
          the annual amount of such benefit at such time under Article IV of
          the Retirement Plan recognizing the effect of such Code sections.  If
          the Participant has not yet reached age 55 at such time, such offset
          shall not occur until his 55th birthday and shall at that time be
          based upon his benefit under the Retirement Plan payable at his 55th
          birthday.

          For all Participants providing an Hour of Service after December 31,
          1993, Earnings effective from and after January 1, 1992 means wages,
          as defined in section 3401(a) of the Code, and all other payments of
          compensation to an employee by the Company (in the course of the
          Company's trade or business) for which the Company is required to
          furnish the Employee a written statement under section 6041(d) and
          6051(a)(3) of the Internal Revenue Code, more commonly known as the
          wages, tips and other compensation reported on Form W-2 (hereinafter
          "W-2 earnings") excluding therefrom (1) employee moving or relocation
          expenses, (2) any income related to the employee participation in
          USLIFE Stock Option Plans, with the exception of the value of any
          vested shares of restricted stock awarded as a result of a stock
          option exercise, and (3) any severance payments, except as
          hereinafter provided.  Earnings shall be determined before (1) any
          adjustments related to the USLIFE Flexible Advantage Program,
          including any "vacation sell" dollars, any elections of medical or
          dental options or contributions made to the USLIFE Flexible Advantage
          Accounts for health or dependent care, and (2) contributions made
          under the ESP Option of the USLIFE Corporation Employee Savings and
          Investment Plan.  Earnings shall also be increased to include any and
          all deferrals under the Deferred Compensation Plan for management.
          In the event of a Change in Control or Attempted Change in Control,
          Earnings also includes any regular or enhanced severance paid to the
          Employee which is related to his final year of employment.  For
          Participant's providing an Hour of Service after November 1, 1994, in
          the event of a Participant's termination of employment as a result of
          the bulk sale of assets, the merger of companies, discontinuance of a
          company's operations, the sale or divestiture of a company, or the
          relocation, consolidation or elimination of functions or positions,
          Earnings also includes any regular or enhanced severance paid to the
          Employee which is related to his final year of employment.  For
          Participant's providing an Hour of Service after November 1, 1994, in
          the event of a Participant's

          termination of employment as a result of the bulk sale of assets, the
          merger of companies, discontinuance of a company's operations, the
          sale or divestiture of a company, or the relocation, consolidation or
          elimination of functions or positions, Final Average Earnings
          includes any regular or enhanced severance paid to the Employee in
          the final year of employment, and such year is to be included in the
          three (3) year average of Final Average Earnings even if the final
          year is not a complete calendar year, but only if its inclusion
          produces the highest average amount.

     4.   Method of Payment
          _________________

          Benefit payments shall be payable monthly (1/12 of the annual amount)
          and shall commence on the first day of the month coincident with or
          next following the date of the Participant's 55th birthday or his
          termination of employment, if later.  Such monthly benefit payments
          shall continue to the Participant for his life.  In the case of those
          Participants in this Plan as of December 31, 1993, upon the
          Participant's death after payment of such benefits has commenced,
          such payments shall continue to his spouse, or beneficiary, as the
          case may be, through the month when the Participant would have
          reached his 80th birthday, or for 180 months (15 years) from the date
          that the benefits commenced to the Participant, whichever is later
          ("Guaranteed Period").  Those employees who only participate in the
          Plan after December 31, 1993 are to have all of the benefit options
          available under Article V of the Retirement Plan.  Those employees
          who participated in the Plan as of December 31, 1993 and continued to
          participate thereafter are to have the Guaranteed Period option under
          this section and all of the benefit options under Article V of the
          Retirement Plan.

     5.   Vesting
          _______

          A Participant shall be fully vested upon his being credited with ten
          Years of Service under the Retirement Plan.  Except as may be
          provided in Section 6 below, should a Participant terminate
          employment with the Company prior to being credited with at least ten
          Years of Service under the Retirement Plan, he shall forfeit all of
          his benefits under this Plan and no benefit shall thereafter be
          payable to such Participant, or to his spouse or beneficiary.

     6.   Special Rules
          _____________

          In the event of the occurrence of either (1) a transaction which has
          required the affirmative vote of holders of at least 80% of the
          outstanding shares of capital stock of the Company regularly entitled
          to vote in the election of directors by reason of Article Seven of
          the Company's

          Certificate of Incorporation, or (2) the acquisition by any person,
          partnership, corporation or other organization, or by any group of
          two or more thereof who are affiliates (as defined by Rule 405 under
          the Securities Act of 1933) or who are acting in concert in respect
          of such acquisition, of more than 25% of such outstanding shares of
          such capital stock, if the Company has opposed an acquisition of
          shares of the Company by such person, partnership, corporation or
          other organization or group before any insurance regulatory authority
          whose approval of such acquisition was required, then (A) the benefit
          under this Plan of each Participant who is then employed by the
          Company shall fully (100%) vest immediately, (B) for purposes of
          determining the accrued benefit to which the Participant would be
          hypothetically entitled under the Retirement Plan as per the first
          clause of Section 3 of this Plan, his Final Average Earnings, his
          Years of Credited Service and his age will be redefined to include
          earnings and service through the end of his employment contract with
          the Company then in effect, as well as any severance payments (and
          service reflected by such severance payments) to which he may be
          entitled.  In such case, the Participant's benefit under this Plan
          shall be determined as of the date of such event in accordance with
          Section 3 of the Plan (taking into account his additional deemed
          earnings, service and severance pay and service as per the foregoing
          sentence and his hypothetical age in determining any appropriate
          reduction factors) and shall commence to be paid to the Participant
          as provided in Section 4 of this Plan based upon his hypothetical
          age, or, if later, on the first day of the first month at least
          thirty (30) days after the Participant's salary is discontinued or
          reduced (whether or not the Participant has terminated employment).

     7.   Death Benefits
          ______________

          Should a Participant die before all benefit payments to him under
          this Plan have been completed, the following shall apply:

          A.   If a vested, married Participant dies before his Normal
          Retirement Date under the Retirement Plan and before his benefit
          payments under this Plan have commenced, his spouse shall be entitled
          to receive a death benefit with respect to the Participant's benefits
          under this Plan determined in the same manner, and subject to the
          same rules, as provided in Article V of the Retirement Plan without
          regard to Code Sections 401(a)(17) and 415.

          B.   If a vested Participant who participated in the Plan as of
          December 31, 1993 dies after benefit payments under this Plan have
          commenced, or after he has reached his Normal Retirement Date under
          the Retirement Plan, the Participant's spouse, if at the time of his
          death the Participant was married, or the Participant's beneficiary,
          if at the time of his death he

          was not married, will be entitled to receive the monthly payments for
          the duration of the Guaranteed Period that were being paid to the
          Participant while he was alive.  If such spouse or other beneficiary,
          as the case may be, dies before receiving all of the monthly payments
          for the duration of the Guaranteed Period, then the remaining
          payments during such Guaranteed Period shall be paid to the estate of
          such person as a lump sum (determined using the UP 1984 Mortality
          Table and the Pension Benefit Guaranty Corporation interest rates for
          lump sum calculations as in effect on the first day of the calendar
          year in which such person dies), or the installments over the
          remaining Guaranteed Period shall continue, as the Company, in its
          discretion decides.  If any vested Participant who provided an Hour
          of Service after December 31, 1993 dies after benefit payments have
          commenced, or after he has reached his Normal Retirement Date under
          the Retirement Plan, his spouse or beneficiary, as the case may be,
          will also continue to have those benefit options provided under
          Article V of the Retirement Plan, with the benefit determined in the
          same manner, and subject to the same rules, as provided in Article V
          of the Retirement Plan without regard to Sections 401(a)(17) and 415
          of the Code.

     Except as provided in paragraph (A) or (B) above, no death benefit shall
     be payable under this Plan.

     8.   Lump Sum
          ________

          If the lump sum value of a benefit payable to a Participant, his
          spouse or beneficiary is less that $25,000 (determined using the UP
          1984 Mortality Table and the Pension Benefit Guaranty Corporation
          interest rates for lump sum calculations as in effect on the first
          day of the calendar year in which such benefit is to commence) the
          Company may direct that such benefit be paid as such lump sum.

     9.   Nonassignability
          ________________

          The benefits of a Participant (or his spouse or beneficiary as the
          case may be) shall not be transferable or assignable except by reason
          of the laws of descent and distribution.

     10.  Taxation
          ________

          If a Participant, his spouse or beneficiary, is determined to be
          subject to Federal income tax on any benefits under the Plan prior to
          the time such benefits are payable, then the entire amount of
          benefits payable to such person under this Plan shall be due and
          payable at once, in a single lump sum, determined using the UP 1984
          Mortality Table and the Pension Benefit Guaranty Corporation interest
          rates for lump sum calculations as

          in effect on the first day of the Plan year in which such amount is
          to be paid.  A benefit shall be determined to be subject to federal
          income tax upon the earliest of (a) a final determination by the
          United States Internal Revenue Service addressed to the Participant,
          his spouse or his beneficiary, as the case may be which is not
          appealed to the courts, or (b) a final determination by the United
          States Tax Court or any other Federal court affirming any such
          determination by the Internal Revenue Service, or (c) an opinion  by
          counsel chosen by the Company addressed to the Company that by reason
          of treasury regulations, amendments to the Internal Revenue Code,
          published Internal Revenue Service Rulings, court decisions or other
          substantial precedents, such benefits are subject to Federal Income
          Tax prior to payment.  The Company shall undertake to defend, and
          bear the expense of, any tax claims described herein which are
          asserted by the Internal Revenue Service or by the taxing authority
          of any State or locality against any Participant, his spouse or
          beneficiary, including the expense of attorney fees and costs of
          appeal, and shall have the sole authority to determine whether or not
          to appeal any determination made by the Internal Revenue Service, or
          by any taxing authorities of any State or locality, or by any court.
          The Company agrees to reimburse any Participant, his spouse or
          beneficiary for any interest or penalties in respect of Federal,
          State or local tax claims hereunder upon receipt of documentation of
          the same.

     11.  Miscellaneous
          _____________

          (a)  The plan shall be administered by the Administrative Committee
          ("Committee") established under the Retirement Plan and any decision
          of said Committee with respect to questions arising as to the
          interpretation of this Plan, including the severability of any or all
          of the provisions thereof, shall be final, conclusive and binding.

          (b)  The Board of Directors of the Company reserves the right to
          modify this Plan from time to time, or to terminate the Plan
          entirely.  Benefits accrued under the Plan as of the date of any
          amendment or termination shall not be reduced.  The Plan shall
          automatically terminate simultaneously with the termination of the
          Retirement Plan, in which case all benefits shall be paid as of the
          first day of the month coincident with or next following such event
          in a single lump sum (determined using the UP 1984 Mortality Table
          and the Pension Benefit Guaranty Corporation interest rates for lump
          sum calculations as in effect on the first day of the calendar year
          in which such event occurs).

          (c)  Although the Plan is intended to be an unfunded Plan, nothing
          contained herein shall prohibit the Company from establishing a
          "Rabbi Trust" for the purpose of accumulating funds to pay benefits
          under this

          Plan for any or all Participants, their spouses, or beneficiaries;
          provided, however, that the assets of such Rabbi Trust shall be
          available to the creditors of the Company if the Company is unable to
          pay its debts as they fall due, or bankruptcy or insolvency
          proceedings have been initiated by the Company's creditors or the
          Company itself, or by any third party, under the Bankruptcy Act of
          the United States or the bankruptcy laws of any state, alleging that
          the Company is insolvent or bankrupt.  If, in accordance with the
          terms of a Rabbi Trust, any funds held in such trust revert back to
          the Company, such reversion shall not in any manner reduce or
          diminish the obligation of the Company under this Plan to any
          Participant.

          (d)  Any liability of the Company to any person with respect to
          benefits payable under the Plan shall be based solely upon such
          contractual obligations, if any, as shall be created by the Plan.

          (e)  If upon the payment of any benefits to any person under the
          Plan, the Company shall be required to withhold any amounts with
          respect to such payment by reason of any Federal, State or local tax
          laws, rules or regulations, then the Company shall be entitled to
          deduct and withhold such amounts from any such payments.  In any
          event, such person shall make available to the Company, promptly when
          requested by the Company, sufficient funds or other property to meet
          the requirements of such withholding, and the Company shall be
          entitled to take and authorize such steps as it may deem advisable in
          order to have the amounts required to be withheld made available to
          the Company out of any funds or property due or to become due to such
          person, whether under this Plan or otherwise.

     12.  Claims Procedure
          ________________

          The Committee shall establish a procedure for the resolution of
          disputes and dispositions of claims arising under the Plan.  Until
          modified by the Company, this procedure is as follows:

          Any Participant, former Participant, or any spouse or other
          beneficiary of such Participant or former Participant may, if he so
          desires, file with the Committee a written claim for benefits under
          the Plan.  Within sixty (60) days after the filing of such a claim,
          the Committee shall notify the claimant whether his claim is upheld
          or denied.  The Committee may, under special circumstances, extend
          the period of time for processing a claim by an additional sixty (60)
          days.  If such an extension of time is required, written notice shall
          be furnished to the claimant or his duly authorized representative
          prior to the termination of the initial sixty (60) day period.  Such
          notice will indicate the special circumstance requiring an

          extension.  In the event the claim is denied, the Committee shall
          state in writing:

          a)   the specific reasons for the denial;

          b)   specific references to pertinent Plan provisions on which the
          denial is based;

          c)   a description of any additional material or information
          necessary for the claimant to perfect the claim and an explanation of
          why such material or information is necessary; and

          d)   an explanation of the claim review procedure set forth in this
          Section 12.

          Within sixty (60) days after receipt of notice that his claim has
          been denied, the claimant or his duly authorized representative may
          file with the Committee a written request for a review hearing and
          may, in conjunction therewith, submit written issues and comments.
          The Committee shall then schedule, within sixty (60) days after the
          filing of such request, a full and fair hearing of the claim before
          the Committee.  The Committee may, under special circumstances,
          extend such period of time by an additional sixty (60) days.  Prior
          to said hearing, the claimant or his representative shall have a
          reasonable opportunity to review a copy of the Plan and other
          pertinent documents in the possession of the Committee.  The
          Committee shall communicate their decision in writing to the claimant
          within thirty (30) days after the hearing.  Any claim for benefits
          and any request for a review hearing hereunder must be filed on forms
          to be furnished by the Committee upon a claimant's request.

     13.  Successors
          __________

          This Plan shall be binding upon and inure to the benefit of any
          successor to the Company or its business as the result of merger,
          consolidation, reorganization, transfer of assets or otherwise and
          any subsequent successor thereto.  In the event of any such merger,
          consolidation, reorganization, transfer of assets or other similar
          transaction, the successor to the Company or its business or any
          subsequent successor thereto shall promptly notify the Participants
          in writing of its successorship.  In no event shall any such
          transaction described herein suspend or delay the rights of
          Participants, spouses or beneficiaries to receive benefits hereunder.

     14.  Choice of Law
          _____________

          This Plan shall be construed in accordance with the laws of the State
          of New York except to the extent such laws are pre-empted by the
          Employee Retirement Income Security Act of 1974, as amended. 

Basic Info X:

Name: SUPPLEMENTAL RETIREMENT PLAN
Type: Retirement Plan
Date: March 29, 1995
Company: USLIFE CORP
State: New York

Other info:

Date:

  • JANUARY 1 , 1994
  • January 1 , 1992
  • November 1 , 1994
  • 55th birthday
  • first day of the first month
  • December 31 , 1993
  • thirty 30

Organization:

  • USLIFE Corporation Deferred Compensation Plan
  • Board of Directors of the Company
  • Internal Revenue Code
  • USLIFE Stock Option Plans
  • USLIFE Flexible Advantage Program
  • USLIFE Corporation Employee Savings and Investment Plan
  • Control or Attempted Change in Control
  • ten Years of Service
  • Years of Credited Service
  • Hour of Service
  • United States Internal Revenue Service
  • United States Tax Court
  • Internal Revenue Service Rulings
  • Federal Income Tax
  • The Board of Directors
  • Pension Benefit Guaranty Corporation

Location:

  • ESP
  • United States
  • New York

Money:

  • $ 150,000
  • $ 90,000
  • $ 25,000

Percent:

  • 80 %
  • 25 %
  • 100 %