The CORPORATEplan for RetirementSM EXECUTIVE PLAN Adoption Agreement

ADOPTION AGREEMENT
ARTICLE 1

1.01          PLAN INFORMATION

(a)            Name of Plan:

This is the Safety Insurance Company Executive Incentive Compensation Plan (the “Plan”).

(b)            Plan Status (Check one.) :

(1)            Adoption Agreement effective date:    11/7/2008.

(2)            The Adoption Agreement effective date is (Check (A) or check and complete (B)) :

(A)           o   A new Plan effective date.

(B)            x   An amendment and restatement of the Plan.

(c)            Name of Administrator, if not the Employer:

1.02          EMPLOYER

(a)            Employer Name:        Safety Insurance Company

(b)            The term “Employer” includes the following Related Employer(s) (as defined in Section 2.01(a)(25)) participating in the Plan:

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1.03          COVERAGE

(Check (a) and/or (b).)

(a)            x   The following Employees are eligible to participate in the Plan (Check (1) or (2)) :

(1)          x   Only those Employees designated in writing by the Employer, which writing is hereby incorporated herein.

(2)          o    Only those Employees in the eligible class described below:

(b)            o   The following Directors are eligible to participate in the Plan (Check (1) or (2)) :

(1)          o   Only those Directors designated in writing by the Employer, which writing is hereby incorporated herein.

(2)          o   All Directors, effective as of the later of the date in 1.01(b) or the date the Director becomes a Director.

(Note:  A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1.03(a)(2) must include the effective date of such participation.)

1.04          COMPENSATION

(If Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected, complete (c))

For purposes of determining all contributions under the Plan:

(a)            o  Compensation shall be as defined, with respect to Employees, in the                                                        Plan maintained by the Employer:

(1)    o   to the extent it is in excess of the limit imposed under Code section 401(a)(17).

(2)    o   notwithstanding the limit imposed under Code section 401(a)(17).

(b)            x  Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate) :

(1)    o   but excluding the following:

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(2)    o    but excluding bonuses, except those bonuses listed in the table in Section 1.05(a)(2).

(c)            o Compensation shall be as defined in Section 2.01(a)(9)(c) with respect to Directors, but excluding the following:

1.05          CONTRIBUTIONS ON BEHALF OF EMPLOYEES

(a)            Deferral Contributions (Complete all that apply):

(Note:  With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(Note:  With respect to each type of Bonus, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.  In the event a bonus identified as a Performance-based Bonus above does not constitute a Performance-based Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance-based Bonus with respect to such Participant.)

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(b)            Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable):

(1)          x The Employer shall make a Matching Contribution on behalf of each Employee Participant in an amount described below:

(A)   o  % of the Employee Participant’s Deferral Contributions for the calendar year.

(B)   o  The amount, if any, declared by the Employer in writing, which writing is hereby incorporated herein.

(C)  x Other:         75% of the Participant’s Deferral Contributions; provided, however, that Deferral Contributions in excess of 8% of the Participant’s compensation for the Plan Year shall not be considered.  For this purpose, “compensation” shall mean the Participant’s base salary and annual bonus received (or deferred) in such Plan Year.

(2)         o       Matching Contribution Offset. For each Employee Participant who has made elective contributions (as defined in 26  CFR section   1.401(k)-6 (“QP Deferrals”)) of the maximum permitted under Code section 402(g), or the maximum permitted under the terms of the                                                        Plan (the “QP”), to the QP, the Employer shall make a Matching Contribution in an amount equal to (A) minus (B) below:

(A)   The matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”)) that the Employee Participant would have received under the QP on the sum of the Deferral Contributions and the Participant’s QP Deferrals, determined as though—

·    no limits otherwise imposed by the tax law applied to such QP match; and

·    the Employee Participant’s Deferral Contributions had been made to the QP.

(B)   The QP Match actually made to such Employee Participant under the QP for the applicable calendar year.

Provided, however, that the Matching Contributions made on behalf of any Employee Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in Section 4.02 hereof.

(3)             o  Matching Contribution Limits ( Check the appropriate box (es)) :

(A)    o   Deferral Contributions in excess of    % of the Employee Participant’s Compensation for the calendar year shall not be considered for Matching Contributions.

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(B)    o   Matching Contributions for each Employee Participant for each calendar year shall be limited to $

(c)            Employer Contributions

(1)  x     Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Employee Participant in an amount determined as described below:

1.75% of the combined statutory net income from the insurance subsidiaries of Safety Insurance Group, Inc.

(2)  o     Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Employee Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time in a writing, which is hereby incorporated herein.

1.06          CONTRIBUTIONS ON BEHALF OF DIRECTORS

(a)  o   Director Deferral Contributions

The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Director Participant who has an executed deferral agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year), which deferral agreement shall be subject to any minimum and/or maximum deferral amounts provided in the table below.

(Note:  With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(b)  Matching and Employer Contributions:

(1)   o Matching Contributions. The Employer shall make a Matching Contribution on