Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 74 398K
2: EX-3.B By Laws 15 50K
3: EX-10.A 1995 Long-Term Compensation Plan 50 132K
4: EX-10.C Supplemental Benefit Equalization Plan 12 36K
5: EX-10.D Retirement Plan for Directors 3 10K
6: EX-10.E Deferred Compensation Plan for Directors 5 21K
7: EX-11 Computation of Earnings Per Share 1 7K
8: EX-21 Subsidiaries of Registrant 2 17K
9: EX-23 Consent of Independent Accountants 1 7K
10: EX-24 Power of Attorney 1 7K
11: EX-27 Financial Data Schedule 2± 8K
EX-10.D — Retirement Plan for Directors
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EXHIBIT 10(d)
GENERAL RE CORPORATION
RETIREMENT PLAN FOR DIRECTORS
EFFECTIVE DATE: AUGUST 1, 1987
GENERAL RE CORPORATION
RETIREMENT PLAN FOR DIRECTORS
1. Purpose.
There is hereby established the Retirement Plan for Directors (the
"Plan") of General Re Corporation (the "Corporation"). The Plan is
designed to enhance the Corporation's ability to attract and retain
competent and experienced Directors by providing retirement benefits
for Directors of the Corporation who retire after August 1, 1987.
2. Definitions - For purposes of this Plan,
Board means the board of directors of the Corporation;
Director means a member of the Board;
Final Retainer means an amount equal to the annual retainer in effect
at the time of any Director's Retirement, payable to such Director as
compensation for services as a non-employee Director; provided,
however, that Final Retainer shall not include any fees paid for being
chairman of any committee of the Board or for attendance at meetings of
the Board or any committee of the Board;
Retirement means the cessation of service as a Director after attaining
age 70, other than by reason of death or removal for cause. Removal for
cause shall be determined at the sole discretion of the Corporation.
3. Eligibility
Upon Retirement from the Board on or after August 1, 1987, any Director
who has completed five or more years of service as a non-employee
Director shall be eligible for retirement benefits provided hereunder.
4. Benefits
The retirement benefits payable to a Director hereunder shall be an
annual amount equal to 75% of the Final Retainer which shall be paid,
during such Director's lifetime, for the greater of (a) five years, or
(b) the number of complete years of service served by such Director as
a non-employee Director following the 1987 Annual Meeting of the
Stockholders of the Corporation. Payment of benefits shall commence as
of the first day of the calendar quarter next following the date of the
Director's Retirement, and shall be payable in quarterly installments.
If payments are being made under this Plan at the time of a Director's
death, payments shall cease with the payment due for the calendar
quarter in which the Director's death occurs. If a Director dies before
Retirement, no benefit shall be payable.
5. Forfeiture
Any Director who refuses to be available for consultation regarding the
affairs of the Corporation, either prior to or subsequent to
Retirement, shall forfeit all benefits otherwise provided under this
Plan.
6. Provision of Benefits
This Plan shall be unfunded. All benefits payable hereunder shall be
provided from the general assets of the Corporation. No Director shall
acquire any interest in any specific assets of the Corporation by
reason of this Plan.
7. Amendment and Termination
The Corporation reserves the right to terminate this Plan or amend this
Plan in any respect at any time; provided, however, that no such
termination or amendment may reduce the benefits of any Director who
has retired hereunder prior to the time of the amendment or
termination. Any amendment of the Plan may be effected by the
compensation committee of the Board.
8. Successor Liability
The obligations of the Corporation under the Plan shall be binding upon
any successor corporation or organization resulting from the merger,
consolidation or other reorganization or from any reincorporation or
change of name of the Corporation, or upon any successor corporation or
organization succeeding to substantially all of the assets and business
of the Corporation.
9. Tax Withholding
The Corporation will deduct from all amounts paid under the Plan all
federal, state, local and other taxes required by law to be withheld
with respect to such payments.
10. Administration
This Plan shall be administered by the Compensation Committee of the
Board. Such committee's final decision, in making any determination or
construction under this Plan and in exercising any discretionary power,
shall in all instances be final and binding on all persons having or
claiming any rights under this Plan.
11. Miscellaneous
The adoption and maintenance of this Plan shall not constitute a
contract between the Corporation and any Director. Nothing herein
contained shall be deemed to give to any Director the right to be
retained as a Director, nor shall it interfere with the Director's
right to terminate his directorship at any time.
No benefit payable hereunder shall be subject to alienation or
assignment.
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