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DOCUMENT TITLE:  REGAN HOLDING CORP. AMENDED AND RESTATED "KEY EMPLOYEE DEFERRED COMPENSATION PLAN .
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Clause Heading
2.1 - Selection by Corporation.
2.2 - Commencement of Participation.
2.3 - Cessation of Participation.
2.4 - Eligibility.
2.5 - Cessation of Eligibility.
2.6 - Re-Employment.
3.1 - Deferral Amount.
(a) - In General.
(b) - First Year of Eligibility.
(c) - Initial Deferral Election with Respect to Performance-Based Compensation.
3.3 - Withholding and Crediting of Deferred Amounts.
4.1 - Nonelective Matching Contributions by the Corporation.
4.2 - Nonelective Matching Contribution Formula.
4.3 - Timing of Nonelective Matching Contributions.
4.4 - Entitlement to Nonelective Matching Contributions.
5.1 - Deemed Investment Options.
5.2 - Allocation of Deemed Earnings or Losses on Accounts.
5.3 - Deemed Investment Elections of Participants.
6.1 - Retirement Account.
6.2 - Nonelective Matching Contribution Account.
7.1 - Payments in General.
(i) - In a single lump sum
(b) - Installment Payments.
(c) - Medium of Payment.
7.2 - Permissible Payment Events.
(a) - Payment Following Separation From Service.
(b) - Payment at a Specified Age.
(c) - Payment in the Event of an Unforeseeable Emergency.
7.3 - No Accelerations.
7.4 - Unsecured General Creditor Status of Participant:
7.5 - Facility of Payment.
7.6 - Treatment of Payment as Made on Designated Payment Date.
8.1 - Designation of Beneficiaries.
8.2 - Information to be Furnished by Participants and Beneficiaries; Inability to Locate Participants Beneficiary.
9.1 - Plan Termination.
(a) - Corporate Dissolution or Bankruptcy.
(b) - Discretionary Termination.
9.2 - Amendment.
10.1 - Committee Duties.
10.2 - Committee Authority.
10.3 - Binding Effect of Decision.
10.4 - Compensation, Expenses, and Indemnity.
10.5 - Corporation Information.
10.6 - Periodic Statements.
11.1 - Claims Procedure.
(a) - Claim.
(b) - Claim Decision.
(c) - Review Procedures.
(d) - Calculation of Time Periods.
(e) - Failure of Plan to Follow Procedures.
(f) - Failure of Claimant to Follow Procedures.
11.2 - Arbitration of Claims.
12.1 - Establishment of Trust.
12.2 - Interrelationship of the Plan and the Trust.
12.3 - Contribution to the Trust.
13.1 - Validity.
13.2 - Nonassignability.
13.3 - Not a Contract.
13.4 - Unclaimed Benefits.
13.5 - Governing Law.
13.6 - Notice.
13.7 - Compliance.
13.8 - Successor Company.
R - Preston Pitts