DELPHI CAPITAL MANAGEMENT, INC. PENSION PLAN FOR ROBERT ROSENKRANZ

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SECTION 1

INTRODUCTION

i

SECTION 2

DEFINITIONS

1

SECTION 3

RETIREMENT INCOME AND OTHER BENEFITS

4

3.1

Retirement Benefit at Normal or Late Retirement Date

4

3.2

Annuity Starting Date

4

SECTION 4

PAYMENT FORM AND DISTRIBUTION OF BENEFITS

5

4.1

Normal Form of Retirement Benefit

5

4.2

Retirement Income Option

5

SECTION 5

VESTING

7

5.1

Termination of Service

7

SECTION 6

DEATH BENEFITS

8

6.1

General Rule

8

6.2

Preretirement Surviving Spouse’s Annuity

8

6.3

Post-Retirement Death Benefit

8

SECTION 7

AMENDMENT AND TERMINATION OF PLAN

9

7.1

Termination

9

7.2

Amendments

9

SECTION 8

ADMINISTRATION OF THE PLAN

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8.1

Administration of the Plan

10

8.2

No Funding Required

10

8.3

Controlling Law

10

8.4

Assignment

10

8.5

Facility of Payment

10

8.6

Employment Agreement

10

8.7

Other Benefits

10

8.8

Binding Agreement

11

2.1

Actuarial Equivalent — shall mean a benefit of equivalent value based on factors developed from the following assumptions:

A.

the mortality assumption is based on the 1984 Unisex Pension Mortality Table, with a three-year setback in age for Robert Rosenkranz and no setback for Beneficiaries;

B.

the interest rate is 7-1/2%.

2.2

Actuary — shall mean the individual actuary or firm of actuaries selected by the Employer to provide actuarial services in connection with the administration of the Plan.

2.3

Annuity Starting Date — shall mean the date on which benefit payments commence under the Plan.

2.4

Affiliated Company — shall mean any corporation or other business entity which is included in a controlled group of corporations within which the Employer is also included, as provided in section 414(b) of the Code, or which is a trade or business under common control with the Employer, as provided in section 414(c) of the Code, or which constitutes a member of an affiliated service group within which the Employer is also included, as provided in section 414(m) of the Code.

2.5

Beneficiary — shall mean the person or entity who is to receive the payments, if any, that arc to be made under the Plan after Robert Rosenkranz’s death. Unless Robert Rosenkranz designates otherwise, his Beneficiary shall be his Spouse or, if there is none, his estate. Robert Rosenkranz may designate a person or entity to be his Beneficiary by filing with the Employer a written designation on a form provided for such purpose.

2.6

Board of Directors or Board — shall mean the Board of Directors of the Employer.

2.7

Code — shall mean the Internal Revenue Code of 1986, as amended, and the same as may be further amended from time to time.

2.8

Compensation — shall mean for any calendar year beginning on or about the Effective Date the aggregate of Robert Rosenkranz’s taxable income as reported on his Form W-2 from each Affiliated Company for that year plus amounts contributed for that year as a deferral under a cash or deferred arrangement described in section 401(k) of the Code or to a plan described in Section 125

of the Code, less (a) any severance pay, tuition, auto expense or moving expense reimbursements or allowances, (b) any taxable income arising from the exercise of stock options, the receipt or vesting of, or payment under, restricted or deferred shares or other equity-based awards and (c) any imputed taxable income resulting from Employer-provided group life insurance coverage which is included as taxable income on Form W-2.

2.9

Credited Service — shall mean the sum of (A) and (B) where (A) is Robert Rosenkranz’s years of employment with the Employer or an Affiliated Company from and after the Effective Date, with a partial year treated as a full year, and (B) is fourteen years.

2.10

Effective Date — shall mean January 1, 1992.

2.11

Employer — shall mean Delphi Capital Management, Inc. and any successor thereof.

2.12

Final Average Earnings — shall mean the average of Robert Rosenkranz’s Compensation for the five consecutive calendar years out of the last ten calendar years prior to his retirement or termination of employment with the Employer and each Affiliated Company which yields the highest average.

2.13

Normal Annuity Form — shall mean a straight life annuity for Robert Rosenkranz’s life.

2.14

Plan — shall mean the Delphi Capital Management, Inc. Pension Plan for Robert Rosenkranz as set forth herein and as it may be amended from time to time.

2.15

Retirement Date — shall mean the date on which Robert Rosenkranz Separates from Service with the Employer and all Affiliated Companies.

A.

Normal Retirement Date . Robert Rosenkranz’s Normal Retirement Date shall be the first day of the month coincident with or next following his 65th birthday.

B.

Late Retirement Date . Robert Rosenkranz’s Late Retirement Date shall be the first day of the month coincident with or next following his actual Separation from Service with the Employer and all Affiliated Companies after his Normal Retirement Date.

2.16

Separate From Service and Separation From Service — shall each have the meaning set forth in Treas. Reg. Section 1.409A-1(h).

2.17

Social Security Covered Compensation — shall mean the average of the contribution and benefit bases in effect under section 230 of the Social Security Act for each year in the 35-year period ending with the year in which Robert Rosenkranz attains his Social

Security Retirement Age. The determination for any year preceding the year in which Robert Rosenkranz attains his Social Security Retirement Age shall be made by assuming that there is no increase in the contribution and benefit bases in effect under section 230 of the Social Security Act after the determination year and before Robert Rosenkranz attains his Social Security Retirement Age.

2.18

Social Security Retirement Age — shall mean the retirement age applicable to Robert Rosenkranz under section 216(1) of the Social Security Act, except that such section shall be applied without regard to the age increase factor, and as if the early retirement age under section 216(1)(2) of such Act were 62.

2.19

Spouse — shall mean the person, if any, to whom Robert Rosenkranz is lawfully married at the time of his death prior to retirement, at the time of his retirement, or at the time his benefits are to commence, as t