Uslife Corp Sample Contracts

Uslife Corp – SUPPLEMENTAL RETIREMENT PLAN (March 20th, 1997)

1 Exhibit 10(lxix) ________________ USLIFE CORPORATION SUPPLEMENTAL RETIREMENT PLAN (AS AMENDED OCTOBER 22, 1996) 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 a 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. This Plan is not intended to comply with the requirements of Section 401(a) of the Code. The

Uslife Corp – EMPLOYMENT AND KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT (March 20th, 1997)

1 Exhibit 10(lxxiii) __________________ EMPLOYMENT AND KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT ____________________________________________________________ THIS AGREEMENT between USLIFE Corporation, a New York corporation (the "Company"), and _____________(the "Executive"), dated as of this 14th day of March, 1997. W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Company has employed the Executive in an officer position; WHEREAS, to assure itself of the Executive's services during the period in which it is confronting a situation which could result in a change in ownership or control of the Company, and to provide the Executive with certain financial assurances to enable the Executive to perform the responsibilities of his position without undue distraction and to exercise his judgment without bias due to his personal circumstances in such a situation, the

Uslife Corp – RESTRICTED STOCK PLAN (March 20th, 1997)

1 Exhibit 10(lxii) ________________ USLIFE CORPORATION RESTRICTED STOCK PLAN (AS AMENDED EFFECTIVE FEBRUARY 13, 1997) 1. Purpose The purpose of the USLIFE Corporation Restricted Stock Plan (the "Plan") is to promote the growth and profitability of USLIFE Corporation (the "Company") and its subsidiaries by providing the incentive of long-term equity rewards consisting of the common stock of the Company (the "Common Stock"), subject to certain restrictions as provided herein, to those executive officers of the Company and its subsidiaries who have had, and who are expected to continue to have, a significant impact on the performance of the Company, to encourage such officers to remain with the Company and to further identify their interests with those of the Company's shareholders. 2. Definitions For purposes

Uslife Corp – DEFERRED COMPENSATION PLAN (March 20th, 1997)

1 Exhibit 10(lix) _______________ USLIFE CORPORATION NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN (AS AMENDED JANUARY 28, 1997) 1. Eligibility Each member of the Board of Directors of USLIFE Corporation ("USLIFE") who is not also an employee of USLIFE, or any of its subsidiaries, is eligible to participate in this Deferred Compensation Plan (the "Plan"), pursuant to the terms and conditions as described herein. 2. Participation by Non-Employee Directors (a) On the date of adoption of this Plan and at any time thereafter, each non-employee Director may elect to participate in the Plan by directing that (i) all or part of the cash compensation which would otherwise have

Uslife Corp – [Form of Press Release] (February 21st, 1997)

1 EXHIBIT 99 [Form of Press Release] American General and USLIFE Corporation to Merge Houston, February 13, 1997--American General Corporation (NYSE: AGC) and USLIFE Corporation (NYSE: USH) today jointly announced the signing of a definitive merger agreement. The combined companies have assets of $74 billion and 1996 earnings of $757 million on revenues of $9 billion. Under the agreement, USLIFE Corporation shareholders will exchange each share of USLIFE common stock for $49.00 worth of American General common stock. Based upon 36.1 million common equivalent shares of USLIFE outstanding, USLIFE shareholders will receive aggregate value of $1.8 billion. On a pro forma basis, market value of the combined entity would be in excess of $10 billion. In commenting on the transaction, Robert M. Devlin, president and

Uslife Corp – AGREEMENT AND PLAN OF MERGER (February 21st, 1997)

1 Exhibit 2 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN GENERAL CORPORATION, TEXAS STARS CORPORATION AND USLIFE CORPORATION DATED AS OF FEBRUARY 12, 1997 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS ARTICLE I THE MERGER Section 1. The Merger..................................................1 Section 2. Closing.....................................................2 Section 3. Effective Time of the Merger..........................

Uslife Corp – AMENDED AND RESTATED RIGHTS AGREEMENT (February 21st, 1997)

1 EXHIBIT 4 AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT This Amendment (the "Amendment"), dated as of February 13, 1997, is entered into by and between USLIFE Corporation, a New York corporation (the "Company"), and The Chase Manhattan Bank, a Delaware corporation, as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have entered into an Amended and Restated Rights Agreement, dated as of June 24, 1986, as further amended and restated heretofore (the "Agreement"); WHEREAS, the Company wishes to amend the Agreement; and WHEREAS, Section 5.5 of the Agreement provides, among other things, that prior to the close of business on the Flip-in Date the Company may and the Rights Agent shall, if the Company so requests, supplement or amend certain provi

Uslife Corp – AMENDED AND RESTATED RIGHTS AGREEMENT (February 21st, 1997)

1 Exhibit 4(d) AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT This Amendment (the "Amendment"), dated as of February 13, 1997, is entered into by and between USLIFE Corporation, a New York corporation (the "Company"), and The Chase Manhattan Bank, a Delaware corporation, as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have entered into an Amended and Restated Rights Agreement, dated as of June 24, 1986, as further amended and restated heretofore (the "Agreement"); WHEREAS, the Company wishes to amend the Agreement; and WHEREAS, Section 5.5 of the Agreement provides, among other things, that prior to the close of business on the Flip-in Date the Company may and the Rights Agent shall, if the Company so requests, supplement or amend certain provi

Uslife Corp – DEFERRED COMPENSATION PLAN (March 27th, 1996)

1 Exhibit 10(lvi) _______________ USLIFE CORPORATION EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN (AS AMENDED JANUARY 23, 1996) 1. Purpose of Plan The purpose of the Deferred Compensation Plan (the "Plan") is to provide select executives of USLIFE Corporation (the "Corporation") and its subsidiaries with the opportunity to defer receipt of compensation, including a portion of annual base salary and incentive award payments, until a future date. The Corporation has adopted this program in recognition of the valuable service performed by these executives and the desire to provide them with additional flexibility in their personal financial planning. 2. Eligibility Senior vice presidents and above of the Corporation and chief executive officers of the subsidiaries of the Corporation are eligible to

Uslife Corp – SIXTH AMENDMENT OF LEASE (March 27th, 1996)

1 Exhibit 10(xliv) ________________ SIXTH AMENDMENT OF LEASE THIS SIXTH AMENDMENT OF LEASE (this "Sixth Amendment"), dated as of December 26, 1995, between RREEF USA, FUND-III, a California group trust ("Landlord"), having an office c/o the RREEF Funds, Park Avenue Plaza, 55 East 52nd Street, New York, New York 10055, and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation ("Tenant"), having an office at 125 Maiden Lane, New York, New York. W I T N E S S E T H: _ _ _ _ _ _ _ _ _ _ WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement, dated as of December 30, 1986 (the "Original Lease"), whereby Landlord leased to Tenant and Tenant hired from Landlord certain premises in the building located at 125 Maiden Lane, New York, N

Uslife Corp – EMPLOYMENT AND KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT (March 27th, 1996)

1 Exhibit 10(xxxv) ________________ EMPLOYMENT AND KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT ____________________________________________________________ THIS AGREEMENT between USLIFE Corporation, a New York corporation (the "Company"), and _______________ (the "Executive"), dated as of this ___ day of __________, 199_. W I T N E S S E T H : _ _ _ _ _ _ _ _ _ _ WHEREAS, the Company has employed the Executive in a key executive officer position and has determined that the Executive holds a position of significant importance with the Company; WHEREAS, the Company deems it desirable and in its best interests to make provision for the availability to the Company, its subsidiaries, and their respective successors and assigns in the future of the Executive's services on the terms set forth herein; WHEREAS, the Company further believes that, in the event it i

Uslife Corp – DEFERRED COMPENSATION PLAN (March 27th, 1996)

1 Exhibit 10(il) ______________ USLIFE CORPORATION NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN (AS AMENDED JANUARY 23, 1996) 1. Eligibility Each member of the Board of Directors of USLIFE Corporation ("USLIFE") who is not also an employee of USLIFE, or any of its subsidiaries, is eligible to participate in this Deferred Compensation Plan (the "Plan"), pursuant to the terms and conditions as described herein. 2. Participation by Non-Employee Directors (a) On the date of adoption of this Plan and at any time thereafter, each non-employee Director may elect to participate in the Plan by directing that (i) all or part of the cash compensation which would otherwise have been payable to him for services as a Director

Uslife Corp – KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT (March 27th, 1996)

1 Exhibit 10(xxxvi) _________________ KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT _____________________________________________ THIS AGREEMENT between USLIFE Corporation, a New York corporation (the "Company"), and _______________ (the "Executive"), dated as of this ___ day of ____________, 199_. W I T N E S S E T H : _ _ _ _ _ _ _ _ _ _ WHEREAS, the Company has employed the Executive in an officer position and has determined that the Executive holds a position of importance with the Company; WHEREAS, the Company believes that, in the event it is confronted with a situation that could result in a change in ownership or control of the Company, continuity of management will be essential to its continued successful operations; WHEREAS, the Company understands that any such situation will present significant concerns for the Executive w

Uslife Corp – SUPPLEMENTAL RETIREMENT PLAN (March 27th, 1996)

1 Exhibit 10(lix) _______________ USLIFE CORPORATION SUPPLEMENTAL RETIREMENT PLAN EFFECTIVE AS OF JANUARY 1, 1994 (AS AMENDED JANUARY 23, 1996) 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 a 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. This Plan is not intended to com

Uslife Corp – KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT (March 27th, 1996)

1 Exhibit 10(xxxvii) __________________ KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT _____________________________________________ THIS AGREEMENT between ______________________________a __________ corporation (the "Company"), and ________________ (the "Executive"), dated as of this ___ day of ______________, 1995. W I T N E S S E T H : _ _ _ _ _ _ _ _ _ _ WHEREAS, the Company has employed the Executive in an executive officer position and has determined that the Executive holds a position of significant importance with the Company; WHEREAS, the Company believes that, in the event it is confronted with a situation that could result in a change in ownership or control of the its parent, USLIFE Corporation (the "Parent"), continuity of management at the Company will be essential to the Company's continued successful operations;

Uslife Corp – USLIFE CORPORATION RETIREMENT PLAN (March 27th, 1996)

1 Exhibit 10(li) ______________ USLIFE CORPORATION RETIREMENT PLAN FOR OUTSIDE DIRECTORS (AS AMENDED JANUARY 23, 1996) ARTICLE I DEFINITIONS When used herein, the following words and phrases shall have the following meanings unless a different meaning is clearly required by the context of the Plan. 1.1 "Board of Directors" or "Board" means the Board of Directors of USLIFE Corporation. 1.2 "Change in Control" means (i) a merger or consolidation to which the Company is a party and for which the approval of any shareholders of the Company is required; (ii) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becoming the beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's t

Uslife Corp – FIFTH AMENDMENT OF LEASE (March 27th, 1996)

1 Exhibit 10(xliii) _________________ FIFTH AMENDMENT OF LEASE THIS FIFTH AMENDMENT OF LEASE (this "Fifth Amendment"), dated as of December 26, 1995, between RREEF USA FUND-III, a California group trust ("Landlord"), having an office c/o The RREEF Funds, Park Avenue Plaza, 55 East 52nd Street, New York, New York 10055, and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation ("Tenant"), having an office at 125 Maiden Lane, New York, New York. W I T N E S S E T H : _ _ _ _ _ _ _ _ _ _ WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement, dated as of December 30, 1986 (the "Original Lease"), whereby Landlord leased to Tenant and Tenant hired from Landlord a portion of the basement level, first floor, second floor, third floor, fourth floor and fi

Uslife Corp – KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT (March 27th, 1996)

1 Exhibit 10(xxxiv) _________________ KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT _____________________________________________ THIS AGREEMENT between USLIFE Corporation, a New York corporation (the "Company"), and __________________ (the "Executive"), dated as of this ___ day of ___________, 199_. W I T N E S S E T H : _ _ _ _ _ _ _ _ _ _ WHEREAS, the Company has employed the Executive in a key executive officer position and has determined that the Execu- tive holds a position which is of critical importance to the Company; WHEREAS, the Company believes that, in the event it is confronted with a situation that could result in a change in ownership or control of the Company, continuity of management will be essential to its ability to evaluate and respond to such situation in the best interests of shareholders; WHEREAS, the Company understands that any su

Uslife Corp – 1991 STOCK OPTION PLAN (November 9th, 1995)

1 Exhibit 10(iv) ______________ USLIFE CORPORATION 1991 STOCK OPTION PLAN (AS AMENDED EFFECTIVE SEPTEMBER 1, 1995) The purpose of the 1991 Stock Option Plan of USLIFE Corporation (the "Plan") is to encourage and enable selected employees who are key officers of USLIFE Corporation (the "Corporation") and its subsidiary corporations upon whose judgment, initiative and efforts the Corporation is largely dependent for its business success to acquire a proprietary interest in the Corporation through the ownership of its common stock. In this Plan, the terms "employees of the Corporation", "employment by the Corporation", and "in the employ of the Corporation", shall be deemed to include employees of, employment by, and in the employ of, a "subsidiary corporation" or "parent corporation" of the Corporation, as those t

Uslife Corp – RESTRICTED STOCK PLAN (November 9th, 1995)

1 Exhibit 10(iii) _______________ USLIFE CORPORATION RESTRICTED STOCK PLAN (AS AMENDED EFFECTIVE SEPTEMBER 1, 1995) 1. Purpose The purpose of the USLIFE Corporation Restricted Stock Plan (the "Plan") is to promote the growth and profitability of USLIFE Corporation (the "Company") and its subsidiaries by providing the incentive of long-term equity rewards consisting of the common stock of the Company (the "Common Stock"), subject to certain restrictions as provided herein, to those executive officers of the Company and its subsidiaries who have had, and who are expected to continue to have, a significant impact on the performance of the Company, to encourage such officers to remain with the Company and to further identify their interests with those of the Company's shareholders. 2. Definitions For purposes