RMIC CORPORATION/REPUBLIC
MORTGAGE INSURANCE COMPANY
AMENDED AND
RESTATED
EXECUTIVES EXCESS BENEFITS
PENSION PLAN
ARTICLE ONE
PURPOSE AND EFFECTIVE
DATE
1.1 The purpose of
this Executives Excess Benefits Pension Plan is to provide key
executives with retirement benefits equivalent to those which they
would receive if they were participants in the Old Republic
International Employees Retirement Plan, as amended, unaffected by
limitations imposed by the Internal Revenue Code on qualified
retirement plans.
1.2 This Amended and
Restated Plan is effective as of January 1, 2005.
ARTICLE TWO
DEFINITIONS
2.1 “Plan”
shall mean this RMIC Corporation/Republic Mortgage Insurance
Company Amended and Restated Executives Excess Benefits Pension
Plan.
2.2
“Company” shall mean jointly RMIC Corporation and
Republic Mortgage Insurance Company, corporations organized under
the laws of the State of North Carolina.
2.3 “RMIC Profit
Sharing Plan” shall mean the Republic Mortgage Insurance
Company Profit Sharing Plan as amended from time to
time.
2.4 “ORIC
Pension Plan” shall mean the Old Republic International
Employees Retirement Plan as amended and restated from time to
time.
2.5
“Employer” shall mean the Company and each other
subsidiary or affiliate of the Company which is a
“Participating Employer” under the RMIC Profit Sharing
Plan.
2.6
“Committee” shall mean the Executive Committees of the
respective Boards of Directors of the Company acting
jointly.
2.7
“Employee” shall mean any person who is employed by an
Employer.
2.8 “Eligible
Employee” shall mean any Employee selected by the Committee
to participate in this Plan pursuant to Article Four
hereof.
2.9 “Limiting
Provision” shall mean a limitation imposed by sections
401(a)(17) or 415 of the Internal Revenue Code of 1986 or any other
provision of the Internal Revenue Code that limits the amount of
benefits payable to an individual participant in the ORIC Pension
Plan.
2.10 “Change of
Control” shall have the same meaning hereunder as it has
under the RMIC Corporation/Republic Mortgage Insurance Company 2005
Key Employees Performance Recognition Plan, as amended from time to
time.
ARTICLE THREE
ADMINISTRATION
3.1 The Plan shall be
administered by the Committee which shall be appointed by the
Boards of Directors of the Company from their own
members. The membership of the Committee may be reduced,
changed, or increased from time to time in the absolute discretion
of the Boards of Directors of the Company.
3.2 The Committee
shall have the authority to interpret the Plan, to establish and
revise rules and regulations relating to the Plan, to designate
Eligible Employees and to make the determinations which it believes
necessary or advisable for the administration of the
Plan.
ARTICLE FOUR
ELIGIBILITY
4.1 The Committee
shall select the Employee or Employees who shall participate in
this Plan. The selection of Employees shall originate
within the Committee and, except as herein otherwise provided, all
such selections shall be at the sole discretion of the
Committee. The Committee shall select only those
Employees who are currently Participants in the RMIC Profit Sharing
Plan (as defined therein), for whom the benefits which would be
payable thereunder are limited by one or more Limiting Provisions,
and who meet the following additional criteria at the time of
selection by the Committee:
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The Employee
must have attained age fifty and have been a full time Employee of
the Company, and/or a Participating Employer and/or a subsidiary of
the Company for at least fifteen years of continuous service;
and
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In the case of
an Employee of a Participating Employer other than the Company, the
Participating Employer or subsidiary must have been a wholly owned
subsidiary of the Company for at least ten years.
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Following action by the Committee,
in the case of an Employee of a Participating Employer, the
Employee’s selection must then be ratified by a majority of
the entire board of directors of the Participating Employer or, if
more than one Participating Employer, the one constituting the
Employee’s principal employer. No such
ratification shall be required in the case of any selected Employee
who is principally or entirely an Employee of the
Company.
4.2 Once an Employee
is designated as an Eligible Employee to participate in this Plan,
he shall remain an Eligible Employee, absent any separation from
service which occurs prior to attaining age
fifty-five. An Eligible Employee shall cease to be
eligible and shall forfeit all rights to a benefit payable
hereunder as a result of any termination of services as a full time
Employee prior to attaining age fifty-five, other than by reason of
disability or death.
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4.3 As a condition to
continued eligibility and the receipt of a benefit hereunder, an
Eligible Employee shall not for a period of three years after his
termination of employment with an Employer, either as an individual
on his own account, as a partner, joint venturer, employee, agent,
salesman for any person, as an officer, director or stockholder
(other than a beneficial holder of not more than one percent of the
outstanding voting stock of a company having at least five hundred
holders of voting stock) of a corporation, or otherwise, directly
or indirectly:
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enter into or
engage in any business competitive with that carried on by the
Company or his Participating Employer or subsidiary of the Company
within any area of the United States in which the Company or the
Participating Employer or the subsidiary is then doing business;
or
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solicit or
attempt to solicit any of the Participating Employer’s,
subsidiary, or the Company’s customers with whom the Employee
has had contact as an Employee in the exercise of his duties and
responsibilities with the intent or purpose to perform for such
customer the same or similar services or to sell to such customer
the same or similar products or policies which the Employee
performed for or sold to such customer during the term of his
employment.
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If the Committee determines that an
Eligible Employee has violated either of the foregoing covenants,
the Committee may, by written notice to such Employee, cause his
benefit to be immediately suspended for the duration of such
continuing violation or if payment of a benefit has not yet
commenced, notify the Employee that such continued conduct will
cause a forfeiture of such benefit. If after the sending
of such notice the Committee finds that the Empl
