EXHIBIT 10.20
SUPPLEMENTAL RETIREMENT INCOME
PLAN
(As Amended and Restated Effective
December 31, 2008)
SECTION 1
Definitions
1.1.
Beneficiary
. A Participant’s
“Beneficiary” under the Plan means the person or
persons entitled to benefits under the Retirement Plan because of
the Participant’s death.
1.2.
Board of Directors
. “Board of
Directors” means the Board of Directors of Allstate Insurance
Company.
1.3.
Code . “Code” means the Internal
Revenue Code of 1986, as amended, including regulations and other
guidance of general applicability promulgated
thereunder.
1.4.
Committee . “Committee” means the
Administrative Committee under the Retirement Plan.
1.5.
Company . “Company” means Allstate
Insurance Company, an Illinois corporation.
1.6.
Date of Death
. “Date of Death”
means the date of the Participant’s death.
1.7.
Deferral Period Interest for
Pre-409A Benefits .
“Deferral Period Interest for Pre-409A Benefits” for
the deferred portion of Pre-409A Benefits means the blended first
segment lump sum interest rate used to calculate the lump sum
payment under the Retirement Plan and will apply to the deferred
portion of the Pre-409A Benefit from the period beginning on the
Payment Start Date and ending on the Plan Payment Date for Pre-409A
Benefits, or, if earlier, the date Pre-409A Benefits are
paid.
1.8.
Effective Date
. The Plan was established as
of January 1, 1978 and restated as of January 1,
1996. The “Effective Date” of the Plan as amended
and restated and set forth herein is December 31,
2008.
1.9.
Eligible Annual
Compensation .
“Eligible Annual Compensation” means a
Participant’s Annual Compensation as defined in the
Retirement Plan, but without regard to the applicable calendar year
limitation imposed by Section 401(a)(17) of the
Code.
1.10.
Employers . The Company and each subsidiary or
affiliate of the Company which adopts the Retirement Plan is
referred to herein individually as an “Employer” and
collectively as the “Employers.”
1.11.
ERISA . “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.
1.12.
Hardship . Hardship means an urgent financial need
that cannot be satisfied through other reasonable sources, as
determined by the Committee.
1.13.
Participant
. “Participant”
means any employee of an Employer who is participating in the Plan,
as provided herein.
1.14.
Payment Start Date
. “Payment Start
Date” means the date on which a Participant’s benefits
are paid or commence to be paid to him from the Retirement
Plan
1.15.
Plan . “Plan” means the
Supplemental Retirement Income Plan, as described
herein.
1.16.
Plan Payment Date for Pre-409A
Benefits .
“Plan Payment Date for Pre-409A Benefits” means the
January 1 coincident with or next following the Payment Start
Date on which the Retirement Plan becomes obligated to pay a
Participant’s benefits.
1.17.
Plan Payment Date for Post-409A
Benefits .
“Plan Payment Date for Post-409A Benefits” for a
participant who separates from service prior to age 55 means the
first business day of the calendar month after the
Participant’s separation from service that is, or next
follows, the later of (i) the January 1 following the
Participant’s attainment of age 55 or (ii) the date that
is the six-month anniversary of the separation from service.
“Plan Payment Date for Post-409A Benefits” for a
participant who separates from service on or after reaching age 55
means the first business day of the calendar month after the
Participant’s separation from service that is, or next
follows, the later of (i) the January 1 following the
Participant’s separation from service or (ii) the date
that is the six-month anniversary of the separation from service.
If a Participant dies prior to a separation from service or after a
separation from service but before the Plan Payment Date for
Post-409A Benefits and such death occurs between January 1 and
June 30, the Post-409A Benefits payable to the Beneficiary
shall be paid between July 1 and December 31 of the same
calendar year as the Participant’s death. If a
Participant dies prior to a separation from service or after a
separation from service but before the Plan Payment Date for
Post-409A Benefits and such death occurs between July 1 and
December 31, the Post-409A Benefits payable to the Beneficiary
shall be paid between January 1 and December 31 of the
calendar year next following the Participant’s
death.
For purposes of this subsection,
“separation from service” shall mean a termination of
employment upon which a Participant ceases performing services for
all entities within the Company’s controlled group, as
defined in Code Sections 414(b) and 414(c) ( i.e ., the
80-percent controlled group). Notwithstanding, a separation
from service shall also include a reduction in a
Participant’s rate of services to any such entity that is
reasonably anticipated to be a permanent reduction to a rate that
is 20 percent or less of the average rate of services performed by
the Participant in the 36 months prior to such reduction. If
a Participant ceases or reduces services under a bona fide leave of
absence, a separation from service occurs after the close of the
6-month anniversary of the commencement of such leave; provided,
however, that if the Participant has a statutory or contractual
right to reemployment, the separation from service shall be delayed
until the date that the Participant’s right ceases or, if the
Participant resumes services, until the Participant subsequently
separates from service. For purposes of determining whether a
Participant has a separation from service, services taken into
account shall include services performed for the Company as an
independent contractor but not services performed as a
non-employee director of any entity
within the controlled group. Determination of whether a
separation from service occurs shall be made in a manner that is
consistent with Treas. Reg. 1.409A-1(h).
1.18.
Pre-409A Benefit
. “Pre-409A
Benefit” means the benefit that was fully earned and vested
as of December 31, 2004, under the terms of the Plan as in
effect on October 3, 2004, including any Deferral Period
Interest for Pre-409A Benefits and, therefore, is not subject to
Code Section 409A.
1.19.
Post-409A Benefit
. “Post-409A
Benefit” means any benefit that is not a Pre-409A
Benefit.
1.20.
Required Distributions
. “Required
Distributions” means distributions required to be made by the
Retirement Plan as defined in Section 401(a)(9) of the
Code.
1.21.
Retirement Plan
. “Retirement
Plan” means the Allstate Retirement Plan, as amended from
time to time.
SECTION 2
Introduction
2.1.
Purpose . The Employers maintain the Retirement
Plan, a defined benefit pension plan which is intended to meet the
applicable requirements of the Code. The Code places
limitations and restrictions on the amount of benefits which may be
paid from, and the amount of compensation which may be taken into
account in calculating benefits under, the Retirement Plan.
The purpose of this Plan is to provide benefits to Participants in
the Plan which would otherwise be earned under but may not be
provided from the Retirement Plan because of these limitations and
restrictions of the Code. It is intended that this Plan only
cover a select group of management or highly compensated employees
for purposes of ERISA. The Plan is intended to conform to the
requirements of Code Section 409A with respect to Post-409A
Benefits.
2.2.
Administration
. The Plan will be
administered by the Committee. The Committee has the
discretionary authority to issue such rules as it deems
appropriate and to construe and interpret the provisions of the
Plan and make factual determinations thereunder, including the
power to determine the rights or eligibility of employees or
Participants and any other persons, and the amounts of their
benefits under the Plan, and to remedy ambiguities, inconsistencies
or omissions. Any decision by the Committee hereunder or with
respect hereto shall be final, binding and conclusive on all
Participants and all other persons whomsoever. The Committee
shall interpret the Plan in a manner that it determines does not
result in taxation of Participants under Code
Section 409A.
2.3.
Plan Benefits for Participants
Whose Benefits Commenced Prior to the Effective Date.
Pre-409A Benefits that
commenced prior to the Effective Date will, except as otherwise
specifically provided herein, be governed in all respects by the
terms of the Plan as in effect as of the date the
Participant’s benefits commenced. The benefits provided
hereunder with respect to Participants whose benefits commence on
or after the Effective
Date will be governed in all
respects by the terms of this Plan, which have been amended to
conform the requirements of Code Section 409A for Post-409A
Benefits.
SECTION 3
Participation and Amount of
Benefits
3.1.
Eligibility
. Each employee of an Employer
who is a Participant in the Retirement Plan, who is entitled to
receive final average pay or cash balance benefits from the
Retirement Plan, and whose benefits thereunder have been limited by
the Code as described in subsection 2.1 will become a Participant
in this Plan.&nb
