As in effect
3/1/61
FORM 10K/A3
___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13, or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO. 3
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for 1993 on Form
10-K as set forth in the pages attached hereto:
(List all such items financial statements, exhibits or other portions amended.)
FORM 11-K
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
OLD REPUBLIC INTERNATIONAL CORPORATION
(Registrant)
Date April 30, 1994 By ___________________________________
(Signature)
P.D. Adams
Senior Vice President,
Chief Financial Officer
and Treasurer
Total Pages: 31
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 11-K
______________
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For The Fiscal Year Ended December 31, 1993
_______________
BITCO SAVINGS PLAN
________________
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
-1-
Item 1 - Changes in the Plan
Incorporated by reference from Exhibit 3 and Exhibit 4 included herein.
Item 2 - Changes in Investment Policy
Incorporated by reference from Exhibit 3 included herein. (See also Item 8
below.)
Item 3 - Contributions under the Plan
The Company's contributions are measured by reference to the employee's
contributions and are not discretionary.
Item 4 - Participating Employees
There were approximately 618 enrolled participants in the plan as of December
31, 1993 out of approximately 944 eligible employees.
Item 5 - Administration of the Plan
(a) The Bitco Savings Plan (the "Plan") provides that Bituminous Casualty
Corporation, ("Bituminous"), an affiliate of Bitco Corporation ("Bitco"),
shall appoint Trustees to administer the Plan. The Trustees presently are
as follows:
Fredric J. Frey
c/o Great West
Casualty Company
P.O. Box 277
South Sioux City, NE 68776
Sam Lafferty
Bitco Corporation
320 - 18th Street
Rock Island, Illinois 61201
Robert Rainey
Bitco Corporation
320 - 18th Street
Rock Island, Illinois 61201
(b) The Trustees receive no compensation in that capacity.
Item 6 - Custodian of Investments
(a) The Trustees act under a Trust Agreement with Bituminous which implements
and forms a part of the Plan. In accordance with the Trust Agreement the
Trustees may, in their discretion, appoint one or more "Investment Managers"
to direct the investments to be made by the Trustees with any part or all of
the Plan assets. The Trustees have retained Connecticut General Life
Insurance Company ("Connecticut General"), a legal reserve life insurance
company, of Hartford, Connecticut to provide investment advisory services in
connection with the investment of amounts held in the Equity Fund, the Fixed
Income Fund and the Short-Term Fund. The Equity Fund and the Fixed Income
Fund are invested pursuant to a group annuity contract issued by Connecticut
General. The Plan's assets invested in Old Republic International
Corporation common stock are held in a safety deposit box in The Rock Island
Bank, Rock Island, Illinois.
-2-
Investment expense paid to Connecticut General were $0 and $0 for the years
ended December 31, 1993 and 1992.
(b) No bond was furnished by Connecticut General.
Item 7 - Reports to Participating Employees
Participants will receive a statement reflecting the condition of their
respective accounts as of December 31 of each year, following the December 31
accounting date. Participants may also receive such statements on a more
frequent basis throughout each year, if the Trustees so decide.
Annually, each participant will receive a copy of financial statements filed
herewith.
Item 8 - Investment of Funds
The Equity Fund would normally be composed of common stocks, or other types of
equity investments, bonds or other securities that may be converted to an equity
type of investment. Such assets may, however be invested in any class of loans
or investments which Connecticut General deems to be permissible under
applicable law. The investment and reinvestment of such assets shall be
determined by Connecticut General at its sole discretion.
With respect to the Fixed Income Fund, the group annuity contract would
guarantee preservation of principal and provide for interest with respect to
contributions made from the Plan to the insurance company.
Contributions to the Short-Term Fund will be invested by Connecticut General in
marketable short-term or medium-term fixed income securities, including but not
limited to demand and short-term notes, United States Treasury Bills, other
short-term government obligations, commercial paper and any other money market
instruments.
On March 11, 1985, Bitco merged into a subsidiary of Old Republic International
Corporation. The combination resulted in a tax-free exchange of 0.4 (4/10th)
share of Old Republic voting Series E Cumulative Convertible Preferred Stock for
each share of Bitco common stock included in the Bitco Common Stock Fund. The
Old Republic Series E Preferred Stock is convertible at any time at the option
of the holder into 1.25 shares of Old Republic International Corporation Common
Stock. The Plan exchanged 34,880 shares of Bitco stock on March 11, 1985.
In February 1987, all shares of the Series E Preferred Stock were converted to
29,994 shares of Old Republic International Corporation common stock.
-3-
Item 9 - Financial Statements and Exhibits
Financial Statements Page No.
Report of Independent Accountants for the years ended
December 31, 1993 and 1992 F-1
Statements of Net Assets Available for Plan Participants at
December 31, 1993 and 1992 F-2
Statements of Changes in Net Assets Available for Plan Participants
for the years ended December 31, 1993 and 1992 F-3
Notes to Financial Statements F-4 to F-8
Schedules
Schedule I - Reportable Transactions
All other schedules have been omitted because the required
information is shown in the financial statements.
Exhibits
Exhibit 1 - Agreement and Plan of Merger, dated as of December 21, 1984,
as amended and restated, by and between Bitco Corporation
and ROI, Inc.
Incorporated by reference from Old Republic International
Corporation's Form S-14 Registration Statement dated
February 12, 1985 Exhibit A.
Exhibit 2 - Supplemental Agreement dated as of December 21, 1984, as
amended and restated, among Old Republic International
Corporation, ROI, Inc. and Bitco Corporation.
Incorporated by reference from Old Republic International
Corporation's Form S-14 Registration Statement dated February
12, 1985 Exhibit B.
Exhibit 3 - Second Amendment of Bitco Savings Plan and First Amendment of
Bitco Savings Trust dated February 3, 1986.
Exhibit 4 - Third Amendment of Bitco Savings Plan and Second Amendment of
Bitco Savings Trust dated June 22, 1989.
-4-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees have duly caused this annual report to be signed on behalf of the
undersigned, thereunto duly authorized.
BITCO SAVINGS PLAN, Registrant
By _____/s/ Frederick J. Frey__
Fredric J. Frey, Trustee
By____ /s/ Sam Lafferty_______
Sam Lafferty, Trustee
By_____/s/ Robert Rainey______
Robert Rainey, Trustee
Dated: April 30, 1994
-5-
REPORT OF INDEPENDENT ACCOUNTANTS
Bitco Savings Trust
Bitco Corporation:
Great West Casualty:
We have audited the accompanying statements of net assets available for plan
participants of the Bitco Savings Plan as of December 31, 1993 and 1992 and the
related statements of changes in net assets available for the plan participants
for each of the two years in the period ended December 31, 1993. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan participants of the
Plan as of December 31, 1993 and 1992, and the changes in net assets available
for plan participants for each of the two years in the period ended December
31, 1993, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule (Schedule I) of the Plan
is presented for the purpose of additional analysis and is not a required part
of the basic financial statements, but is supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. Schedule I has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Coopers & Lybrand
Chicago, Illinois
April 21, 1994
F-1
OLD REPUBLIC INTERNATIONAL CORPORATION
BITCO SAVINGS PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN PARTICIPANTS
December 31, 1993 and 1992
____________________
<CAPTION>
1993 1992
<S> <C> <C>
ASSETS
Investments, at fair value:
Old Republic International common stock $3,166,920 $3,316,211
Deposit with insurance company 5,555,119 5,015,475
---------- ----------
8,722,039 8,331,686
Cash 61,648 13,394
Contributions receivable 17,013 61,428
--------- ----------
8,800,700 8,406,508
LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN PARTICIPANTS:
Payable to participants 226,100 181,208
---------- ----------
Net assets available to participants $8,574,600 $8,225,300
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
OLD REPUBLIC INTERNATIONAL CORPORATION
BITCO SAVINGS PLAN
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN PARTICIPANTS
For the years ended December 31, 1993 and 1992
____________________
<CAPTION>
1993 1992
<S> <C> <C>
Additions:
Company contributions $ 208,206 $ 182,952
Employee contributions 832,829 731,806
Investment income 352,816 384,300
Unrealized appreciation of investments -0- 970,506
---------- ----------
1,393,851 2,269,564
---------- ----------
Deductions:
Benefits paid 647,212 818,239
Unrealized depreciation of investments 397,339 -
---------- ----------
NET ADDITIONS 1,044,551 818,239
Net assets available for plan participants:
Beginning of Year 8,225,300 6,773,975
---------- ----------
End of Year $8,574,600 $8,225,300
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
OLD REPUBLIC INTERNATIONAL CORPORATION
BITCO SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
____________________
1. Summary of Significant Accounting Policies
The following description of the Bitco Savings Plan (the "Plan") provides
only general information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
A. General
The Plan is a defined contribution plan covering substantially all of the
employees of Bitco Corporation, Great West Casualty and their subsidiaries
(the "Companies") who have completed one year of service, attained age
twenty-one (age twenty-five in 1984) and have completed 1,000 hours of
service during the 12 month period commencing on their date of hire or
during a plan year. Participation in the Plan is optional. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA), as amended from time to time.
B. Contributions
Participants may contribute up to 6 percent of their annual compensation.
The Companies provide a matching contribution equal to 25 percent of the
participant's contribution. Participants may elect to have their voluntary
contributions invested in any one or more of the four separate investment
funds (the Equity Fund, the Fixed Income Fund, the Short-Term Fund and the
Old Republic Stock Fund). The Companies' matching contributions commencing
in 1985 are invested in the Old Republic Stock Fund. (See note 8.)
C. Participant Accounts
Each participant's account is credited with the participant's contribution,
an allocation of the Companies' contribution and Plan earnings. Allocation
of earnings are based on participant's units, with the exception of the
fixed income fund. Fixed income fund earnings are allocated by Cigna,
based on the percentage of total contributions of each participant.
Participant's units are calculated on a quarterly basis. Participant unit
vales for the short term, equity and Old Republic stock funds are as
follows:
<TABLE>
<CAPTION>
1993 1992
Short term Equity Stock Short term Equity Stock
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
First Quarter
Allocating units 5,811 65,805 131,687 5,721 6,817 65,622
Unit value 37.89 10.27 24.50 36.82 80.53 40.88
Second Quarter
Allocating units 5,961 71,387 134,423 5,945 7,435 130,579
Unit value 38.14 10.31 23.87 37.18 79.06 21.13
Third Quarter
Allocating units 6,047 73,429 137,936 6,025 7,303 129,633
Unit value 38.40 10.50 25.25 37.52 79.10 23.50
Fourth Quarter
Allocating units 6,035 74,423 140,752 6,021 64,093 133.315
Unit value 38.83 10.64 22.50 37.80 10.28 24.75
</TABLE>
F-4
OLD REPUBLIC INTERNATIONAL CORPORATION
BITCO SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
____________________
The percentage of any resigning or dismissed participant's employer
contribution account balance which is not vested at the settlement date
will be applied against future employer contributions.
D. Expenses
It is the policy of Bituminous Casualty Corporation (a wholly-owned
subsidiary of Bitco Corporation) to provide administrative support for the
plan and to pay for trustee fees.
E. Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in the remainder of their accounts is
based on number of years of credited service using the following table:
Years of Service Vested Percentage
Fewer than 1 0%
1 10%
2 20%
3 30%
4 40%
5 60%
6 80%
7 or More 100%
F. Benefits Paid
On termination of service, retirement, or death, distribution of the net
balance in the participant's accounts will be made for the benefit of the
participant or his beneficiary, by one or more of the following methods:
. By payment in a lump sum.
. By payment in a series of substantially equal monthly, quarterly
or annual installments.
. By purchase of a retirement annuity from an insurance company.
2. Investments
Old Republic International Corporation stock is stated at the closing
market value on the last business day of the year.
The Plan presents in the statements of changes in net assets available for
plan participants the net appreciation (depreciation) in the fair value of
the Old Republic Stock Fund, which consists of the realized gains or losses
and the unrealized appreciation (depreciation) of this investment. For
purposes of generally accepted accounting principles the Plan uses the
historical cost method for determining the basis of this investment,
whereas, for ERISA reporting purposes the Plan uses the current value
method for determining the basis for this investment.
F-5
OLD REPUBLIC INTERNATIONAL CORPORATION
BITCO SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
____________________
The Plan entered into a group annuity contract with Connecticut General
Life Insurance Company (Connecticut General). Connecticut General
maintains contributions in a contract holder's account and such
contributions are allocated to separate investment funds (see note 3)
according to participant elections. The accounts are credited with
earnings on the underlying investments and charged for Plan benefits paid
and administrative expenses charged by Connecticut General. The contract
is included in the financial statements at the December 31, 1993 and 1992
at the contract value as reported to the Plan by Connecticut General.
Realized investment gains and losses in the separate investment funds are
recognized in the year of sale.
3. Allocation of Net Assets for Plan Participants and Changes in Net Assets
Available for Plan Participants
Four separate investment funds are maintained under the plan for the
benefit of participants. The allocation of net assets available for plan
participants to the separate investment funds is as follows:
<TABLE>
<CAPTION>
December 31, 1993
Group Annuity Contract
Fixed
Income Short-Term Equity Old Republic
Combined Fund Fund Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Old Republic International stock $3,166,920 $ - $ - $ - $3,166,920
Deposit with insurance company 5,555,119 4,515,013 236,982 803,124 -
Employers' contributions 3,403 - - - 3,403
Employees' contributions 13,610 - - - 13,610
Cash 61,648 - - - 61,648
---------- ---------- --------- -------- ----------
Total Assets 8,800,700 4,515,013 236,982 803,124 3,245,581
Less payable to participants 226,100 153,237 2,632 11,260 58,971
---------- ---------- --------- -------- ----------
Net assets available for plan participants $8,574,600 $4,361,776 $234,350 $791,864 $3,186,610
========== ========== ========= ======== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1992
Group Annuity Contract
Fixed
Income Short-Term Equity Old Republic
Combined Fund Fund Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Old Republic International (ORI) stock $3,316,211 $ - $ - $ - $3,316,211
Deposit with insurance company 5,015,475 4,122,323 226,580 666,572 -
Employers' contributions 46,170 - - - 46,170
Employees' contributions 15,258 - - - 15,258
Cash 13,394 - - - 13,394
Total Assets 8,406,508 4,122,323 226,580 666,572 3,391,033
---------- ---------- -------- -------- ----------
Less payable to participants 181,208 109,991 14,903 14,898 41,416
---------- ---------- -------- -------- ----------
Net assets available for plan participants $8,225,300 $4,012,332 $211,677 $651,674 $3,349,617
========== ========== ======== ======== ==========
</TABLE>
F-6
OLD REPUBLIC INTERNATIONAL CORPORATION
BITCO SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
____________________
3. Allocation of Net Assets for Plan Participants and Changes in Net Assets
Available for Plan Participants, (Continued)
The allocation of changes in net assets available to the separate
investment funds is as follows:
<TABLE>
<CAPTION>
For the year - ended December 31, 1993
Group Annuity Contract
Fixed
Income Short-Term Equity Old Republic
Combined Fund Fund Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Dividends from Old Republic International
preferred stock $ 58,044 $ - $ - $ - $ 58,044
Income from deposits with insurance company,
net of investment expenses of $0 294,772 263,673 5,964 25,135 -
---------- ---------- -------- -------- ----------
Net investment income 352,816 263,673 5,964 25,135 58,044
Unrealized appreciation of Old Republic
International stock (397,339) - - - (397,339)
Contributions:
Employer 208,206 - - - 208,206
Employees 832,829 545,314 35,496 128,559 123,460
---------- ---------- -------- -------- ----------
Total additions 996,512 808,987 41,460 153,694 (7,629)
Less benefits paid 647,212 400,405 9,255 31,608 205,944
Transfers between funds - (59,138) (9,532) 18,104 50,566
---------- ---------- -------- -------- ----------
Net increase in net assets available
for plan participants 349,300 349,444 22,673 140,190 (163,007)
---------- ---------- -------- -------- ----------
Net assets available for plan participants:
Beginning of year 8,225,300 4,012,332 211,677 651,674 3,349,617
---------- ---------- -------- -------- ----------
End of year $8,574,600 $4,361,776 $234,350 $791,864 $3,186,610
========== ========== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
For the year - ended December 31, 1992
Group Annuity Contract
Fixed
Income Short-Term Equity Old Republic
Combined Fund Fund Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Dividends from Old Republic International
preferred stock $ 51,839 $ - $ - $ - $ 51,839
Income from deposits with insurance company,
net of investment expenses of $3,025 332,461 305,890 7,770 18,801 -
---------- ---------- -------- -------- ----------
Net investment income 384,300 305,890 7,770 18,801 51,839
Unrealized depreciation of Old Republic
International stock 970,506 970,506
Contributions:
Employer 182,951 - - - 182,952
Employees 731,806 513,635 34,831 107,446 75,894
---------- ---------- -------- --------- ----------
Total additions 2,269,564 819,525 42,601 126,247 1,281,191
Less benefits paid 818,240 412,880 30,488 61,911 312,961
Transfers between funds - 7,618 (2,513) 34,877 (39,982)
---------- ---------- -------- --------- ----------
Net increase in net assets available
for plan participants 1,451,324 414,263 9,600 99,213 928,248
---------- ---------- -------- -------- ----------
Net assets available for plan participants:
Beginning of year 6,773,976 3,598,069 202,077 552,461 2,421,369
---------- ---------- -------- -------- ----------
End of year $8,225,300 $4,012,332 $211,677 $651,674 $3,349,617
========== ========== ======== ======== ==========
</TABLE>
F-7
OLD REPUBLIC INTERNATIONAL CORPORATION
BITCO SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
____________________
4. Tax Status
The Internal Revenue Service issued a determination letter, received on
October 19, 1983 stating that the Plan was qualified under the provisions
of Section 401(a) and 401(k) of the Internal Revenue Code.
5. Deposit with Insurance Company
The cost and contract value of deposits with Connecticut General Life
Insurance Company are as follows:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
Contract Contract
Value Cost Value Cost
<S> <C> <C> <C> <C>
Fixed Income Fund $4,515,013 $2,693,368 $4,122,323 $2,564,351
Short-Term Fund 236,982 170,271 226,580 165,833
Equity Fund 803,124 488,836 666,572 377,419
---------- ---------- ---------- ----------
$5,555,123 $3,352,475 $5,015,475 $3,107,603
========== ========== ========== ==========
</TABLE>
The Fixed Income Fund is comprised of long-term investments held to yield a
constant rate of return; the Short-Term Fund invests in short-term
securities earning a fixed rate of return; and the Equity Fund consists of
various common stocks.
6. Contributions
Participants may elect to contribute to any one or more of the three funds
established with Connecticut General Life Insurance Company and the Old
Republic Stock Fund. The number of participants electing each alternative
at December 31, 1993 and 1992 was as follows:
December 31
1993 1992
Fixed Income Fund 536 498
Short-Term Fund 84 92
Equity Fund 199 186
Old Republic Stock Fund (See note 8) 199 143
7. Plan Termination
Although they have not expressed any intent to do so, the Companies have
the right under the Plan to discontinue their contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants shall become 100 percent vested in the
accounts.
8. Business Combination
On March 11, 1985, Bitco merged with a wholly-owned subsidiary of Old
Republic International Corporation. The combination resulted in a tax-free
exchange of 0.4 (4/10) share of Old Republic International Corporation
voting Series E Cumulative Convertible Preferred Stock for each Bitco
common share included in the Bitco Common Stock Fund. The Plan exchanged
34,880 shares of Bitco stock common stock on March 11, 1985. In February
1987, all shares of the Series E Preferred stock were converted to 29,994
shares of Old Republic International Corporation common stock.
F-8
<TABLE>
SCHEDULE I
OLD REPUBLIC INTERNATIONAL CORPORATION
BITCO SAVINGS PLAN
REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
____________________
<CAPTION>
Number of Identity of Party Description of Date of Transaction Cost of Gain on
Transactions Involved Asset Transaction Price Asset Sale
<S> <C> <C> <C> <C> <C> <C>
12 Connecticut General Deposit in Fixed Various $592,510 $592,510 -0 -
Life Insurance Co. Income Fund
15 Old Republic Purchase of Various $363,394 $363,394 -0-
International common stock
4 Old Republic Sale of common Various $196,689 $ 50,049 $146,640
International stock
</TABLE>
There were no category II or IV reportable transactions during 1993.
EXHIBIT 3
SECOND AMENDMENT
OF
BITCO SAVINGS PLAN
AND
FIRST AMENDMENT
OF
BITCO SAVINGS TRUST
WHEREAS, Bituminous Casualty Corporation (the "company") maintains the Bitco
Savings Plan (the "plan"), which plan is funded through Bitco Savings Trust (the
"trust"); and
WHEREAS, the assets of the plan had previously been invested partially in
common stock of Bitco Corporation; and
WHEREAS, Bitco Corporation was merged into a wholly-owned subsidiary of Old
Republic International Corporation ("Old Republic"); and
WHEREAS, the plan has previously been amended and amendment of the plan and
trust is now considered desirable to provide for partial investment of plan
assets in common or preferred stock of Old Republic and to bring the plan and
trust into conformity with the Deficit Reduction Act of 1984 and the Retirement
Equity Act of 1984.
NOW, THEREFORE, IT IS RESOLVED that pursuant to the power reserved to this
corporation under subsection 10.1 of the plan, and paragraph VI-1 of the trust,
the plan and the trust are amended, effective January 1, 1985, in the following
particulars:
1. By substituting the following for subsection 1.1 of the plan:
"1.1. Purpose. Bitco Savings Plan (the 'plan') is maintained by
Bituminous Casualty Corporation (the 'company') to enable eligible employees to
elect to defer a portion of their compensation pursuant to Section 401(k) of the
Internal Revenue Code and to acquire an interest in the stock of Old Republic
International ('Old Republic'), and thereby provide for their future security."
2. By substituting the following for subsection 1.3 of the plan:
"1.3. Employers. The company is a wholly-owned subsidiary of Bitco.
Effective as of March 11, 1985, Bitco was merged into ROI, Inc., a wholly-owned
subsidiary of Old Republic, and the name of ROI, Inc., the surviving
corporation, was changed to Bitco Corporation ('Bitco'). Any subsidiary or
affiliate of Bitco may adopt the plan with the consent of Bitco Executive
Committee, as described in subsection 9.5. A 'subsidiary' of Bitco is any
corporation more than 50 percent of the voting stock of which is owned, directly
or indirectly, by Bitco. An 'affiliate' of Bitco is any corporation more than
50 percent of the voting stock of which is owned, directly or indirectly, by the
owner or owners of more than 50 percent of the voting stock of Bitco. The
company and any other subsidiaries or affiliates of Bitco which adopt the plan
are referred to below collectively as the 'employers' and sometimes individually
as an 'employer'."
3. By substituting the following subparagraph 2.1(a) of the plan:
"(a) He has attained age 21 years; and"
4. "In the case of a maternity or paternity absence (as defined
below) which commences on or after January 1, 1985, an employee shall be
credited, for the first plan year in which he otherwise would have incurred a
one-year break in service (and solely for purposes of determining whether such a
break in service has occurred), with the hours of service which normally would
have been credited to him but for such absence (or, if the trustees are unable
to determine the hours which would have been so credited, 8 hours for each work
day of such absence), but in no event more than 501 hours for any one absence.
A 'maternity or paternity absence' means an employee's absence from work because
of the pregnancy of the employee or birth of a child of the employee, the
placement of a child with the employee in connection with the adoption of such
child by the employee, or for purposes of caring for the child immediately
following such birth or placement. The trustees may require the employee to
furnish such information as the trustees consider necessary to establish that
the employee's absence was for one of the reasons specified above."
5. By substituting the following for subsection 4.3 of the plan:
"4.3. Contribution of Old Republic Stock. Any portion of the employer
contributions for any plan year to be invested in the Old Republic Stock Fund
(as defined in subparagraph 6.2(a)) may be made in cash or in the form of common
or preferred stock of Old Republic."
6. By substituting the following for subparagraph 6.2(a) of the plan
and for subparagraph III-2(a) of the trust:
"(a) Old Republic Stock Fund. This fund will be invested in common or
preferred stock of Old Republic ('Old Republic stock')."
7. By substituting "age 18" for "age 22" where the latter appears in
subsection 7.2 of the plan.
8. By substituting the following for subsection 7.3 of the plan:
"7.3. Remainders. The amount by which a participant's matching
contribution account is reduced under subsection 7.2 shall be a 'remainder'. A
remainder shall be invested in the Old Republic Stock Fund until the regular
accounting date as of which the participant has incurred five consecutive
one-year breaks in service, and then shall be applied to reduce employers'
matching contributions. Old Republic stock which becomes a remainder shall be
treated as having been purchased by the trustees at a price equal to the value
of shares of Old Republic stock as of the date as of which the remainder is
applied to reduce matching contributions. For purposes of this subsection, the
value of Old Republic Stock shall be equal to the average of the closing price
(or, if the closing price is not reported, the mean of the bid and asked price)
of such stock on the date such stock was last traded prior to the applicable
date, as reported on the National Association of Security Dealers Automated
Quotation System. If the participant is reemployed by an employer or controlled
group member before he incurs five consecutive one-year breaks in service, the
remainder shall be treated in the manner described in subsection 8.2. A
'one-year break in service' shall occur on the regular accounting date at the
end of any plan year during which a terminated employee or participant does not
complete more than 500 hours of service."
9. By substituting the following for subsections 7.4, 7.5 and 7.6 of
the plan:
"7.4. Manner of Distribution. After the accounting date coincident with
or next following a participant's settlement date, and subject to the conditions
set forth below, distribution of the net credit balances in the participant, or
in the case of his death, to or for the benefit of his beneficiary, by one or
more of the following methods:
(a) by payment in a lump sum;
(b) by payment in a series of substantially equal monthly, quarterly
or annual installments over a period not exceeding the life
expectancy of the participant or the joint life expectancy of the
participant and his designated beneficiary; or
(c) by purchase of a retirement annuity from the insurance company,
with such provisions as the trustees determine, subject to the
following:
(i) The present value of the payments to be made under
the retirement annuity to the participant shall be
more than 50 percent of the present value of the
total payments to be made to the participant and his
co-annuitant or beneficiary.
(ii) Payments under the retirement annuity must commence
as of a date occurring no later than the
participant's normal retirement age or later
settlement date. The premium paid to the insurance
company for a retirement annuity will be charged to
the participant's accounts when paid.
(iii) Payments under the retirement annuity must be made
over the life of the participant or over the lives of
the participant and a designated co-annuitant (or
over a period not extending beyond the life
expectancy of the participant or the life
expectancies of the participant and his designated
co-annuitant).
(iv) An annuity contract may be assigned or transferred
by the trustees to the person or persons who are
entitled to payment under it, but, before an annuity
contract is assigned or transferred, the contract
will be made non-transferable except by surrender to
the issuing company.
If a participant dies after payment of his benefits has begun, the remaining
portion of such benefits must be distributed over a period not exceeding the
period over which payments were being made to the participant. If a participant
dies before payment of his benefits has begun, his benefits must be distributed
over a period not exceeding the greatest of: (i) five years from the death of
the participant; (ii) in the case of payments to a designated beneficiary other
than the participant's spouse, the life expectancy of such beneficiary, provided
payments begin within one year of the participant's death; or (iii) in the case
of payments to the participant's spouse, the life expectancy of such spouse,
provided payments begin by the date the participant would have attained age
70-1/2. If a participant is a 5 percent owner of an employer or controlled
group member with respect to the calendar year in which he attains 70- 1/2, his
benefits must be paid (or installment payments must commence) not later than
April 1 of the next following calendar year. Except as provided in subsections
7.5.
and 7.7, the trustees, after consulting with the participant, will select the
method of distributing a participant's benefits to him; a participant, if he so
desires, may direct how his benefits are to be paid to his beneficiary; and the
trustees shall select the method distributing the participant's benefits to his
beneficiary if the participant has not filed a direction with the trustees.
Payment of a participant's benefits will be made (or will commence) within a
reasonable time after his settlement date, but not later than 60 days after the
close of the plan year in which his settlement date occurs or, if later, within
60 days of the date on which the amount of the payment can be ascertained by the
trustees. Notwithstanding the foregoing, if the value of the participant's
accounts exceeds $3,500 as of his settlement date, no distribution will be made
prior to attainment of his normal retirement age unless he consents thereto."
"7.5. Joint and Survivor Annuity. If a married participant's settlement
date occurs for a reason other than his death and distribution of his account is
to be made by the purchase of an annuity pursuant to subparagraph 7.4(c) above,
then such distribution will be made by purchase of a qualified joint and
survivor annuity from an insurance company unless the participant elects
otherwise. Such an election will be effective only if the participant's spouse
has consented thereto, in writing, and such consent acknowledges the effect of
the election and is witnessed by a trustee or notary public. The joint and
survivor annuity form of payment shall provide for monthly payments for the life
of the participant with a survivor annuity for the life of his spouse in an
amount equal to one-half of the amount of annuity payable during the joint lives
of the participant and his spouse. At least nine months prior to the date as of
which a married participant will attain normal retirement age (or as of such
earlier date that a decision is made to distribute a married participant's
account by purchase of an annuity), the trustees shall furnish him with a
written explanation of the terms and conditions of the joint and survivor
annuity; the requirement of spousal consent to such an election; and the
participant's right to make, and the effect of, a revocation of such joint and
survivor form must be in writing on a form provided by the trustees, signed by
the participant and consented to by his spouse and may be made or revoked by the
participant at any time within the 90-day period prior to commencement of his
benefits."
"7.6. Designation of Beneficiary. Each participant from time to time,
by signing a form furnished by the trustees, may designate any person or persons
(who may be designated concurrently, contingently or successively) to whom his
benefits are to be paid if he dies before he receives all of his benefits. A
beneficiary designation form will be effective only when the form is filed with
the trustees while the participant is alive and will cancel all beneficiary
forms previously filed with the trustees. Notwithstanding the foregoing, if a
participant dies after August 22, 1984, leaving a surviving spouse, such spouse
shall be his sole, primary beneficiary unless the participant has designated
another person or persons as his primary, sole or co- beneficiary and his spouse
has consented thereto. Such spouse's consent must be in writing filed with the
trustees and must acknowledge the effect of the election and be witnessed by a
trustee or a notary public. For purposes of this subsection 7.6, a
participant's 'surviving spouse' means the spouse to whom the participant was
married at the earlier of the date of his death or the date payment of his
benefits commenced, and who is living at the date of the participant's death.
If a participant dies without leaving a surviving spouse, or having failed to
designate a beneficiary as provided above, or if his spouse or designed
beneficiary dies before him or before complete payment of the participant's
benefits, the trustees, in their discretion, may direct payment of the
participant's benefits as follows:
(a) To or for the benefit of any one or more of his relatives by
blood, adoption or marriage and in such proportions as the trustees
determine; or
(b) To the legal representative or representatives of the estate of
the last to die of the participant and his designated beneficiary.
The term 'designated beneficiary' as used in the plan means the person or
persons (including a trustee or other legal representative acting in a fiduciary
capacity) designated by a participant as his beneficiary in the last effective
beneficiary designation form filed with the trustees under this subsection and
to whom a deceased participant's benefits are payable under the plan. The term
'beneficiary' as used in the plan means the natural or legal person or persons
to whom a deceased participant's benefits are payable under this subsection."
10. By renumbering subsections 7.5, 7.7, 7.8 and 7.9 of the plan as
subsections 7.7, 7.8, 7.9 and 7.10, respectively.
11. By substituting "Old Republic" for "Bitco" each place the latter
may appear in subsections 6.3, 6.4, 6.6, 6.8, 6.9, 7.3 and 7.7 of the plan and
in paragraphs III-2 and III-3(1) of the trust.
12. By substituting the following for subsection 8.1 of the plan:
"8.1. Resumption_of_Participation. If a participant's employment with
all the employers should terminate and such participant is subsequently
reemployed by an employer, he shall again become a participant as of his date of
rehire and the years of service he was entitled at the time of termination shall
be reinstated. If an employee who is not participating in the plan should
terminate employment and then subsequently be reemployed by an employer, his
eligibility for participation shall be determined in accordance with subsection
2.1, he shall become a participant as of his date of rehire if he had met the
requirements of subparagraphs 2.1(a) and (b) prior to his termination, and the
years of service he had accrued prior to his termination shall be disregarded
for purposes of subsection 7.2 only if his number of consecutive one-year breaks
in service occurring after his termination equal or exceed the greater of (i)
five, or (ii) his years of service prior to his termination. In no event shall
years of service occurring after a participant incurs five consecutive one-year
breaks in service be used to determine the percentage of his matching
contribution account to which he was entitled as of a prior settlement date."
13. By substituting the phrase "five consecutive one-year breaks in
service" for the phrase "a one-year break in service" where the latter appears
in subsection 8.2 of the plan.
14. By substituting the following for subsection 9.1 of the plan:
"9.12. Interests-Not-Transferable. The interests of persons entitled to
benefits under the plan are not subject to their debts or other obligations and,
except as may be required by the tax withholding provisions of the Internal
Revenue Code or any state's income tax act or pursuant to a qualified domestic
relations order as defined in Section 414(p) of the Internal Revenue Code, may
not be voluntarily or involuntarily sold, transferred, alienated, assigned or
encumbered."
15. By adding the following new subparagraph A-2(d) to Supplement A of
the plan immediately after subparagraph A-2(c) thereof:
"(d) The account balances of a participant who did not receive any
compensation from an employer (other than benefits under the plan)
during the 5- year period ending on the determination date shall be
disregarded."
16. By substituting the following for paragraph IV-7 of the trust:
"IV-7. Interests Not Transferable. The interests of persons entitled to
benefits under the plan are not subject to their debts or other obligations and,
except as may be required by the tax withholding provisions of the Internal
Revenue Code or any state's income tax or pursuant to a qualified domestic
relations order as defined in Section 414(p) of the Internal Revenue Code, may
not be voluntarily or involuntarily sold, transferred, alienated, assigned or
encumbered."
Particulars 3, 4 and 7 through 10 and 12 through 16 shall be effective as
of January 1, 1985 and particulars 1, 2, 5, 6 and 11 shall be effective as of
March 11, 1985.
I, Sam Lafferty , Secretary of Bituminous Casualty Corporation,
hereby certify that the foregoing is a correct copy of a resolution duly adopted
by the Board of Directors of said corporation on November 19 , 1985 and
that the resolution has not been changed or repealed.
Dated this 3rd day of February , 1986.
________\s\ Sam Lafferty_______
(Corporate Seal)
EXHIBIT 4
THIRD AMENDMENT
OF
BITCO SAVINGS PLAN
AND
SECOND AMENDMENT
OF
BITCO SAVINGS TRUST
WHEREAS, Bituminous Casualty Corporation (the "company") maintains
the Bitco Savings Plan (the "plan"), which plan is funded through Bitco Savings
Trust (the "trust"); and
WHEREAS, the plan and trust have previously been amended and
further amendment thereof is now considered desirable to bring the plan into
conformity with the Tax Reform Act of 1986 and to reflect certain changes in the
plan and in the corporate ownership of the company;
NOW, THEREFORE, by virtue and in exercise of the power reserved to
the company under subsection 10.1 of the plan and paragraph VI-1 of the trust,
and pursuant to the authority delegated to the undersigned officer of the
company by a resolution adopted by the company's Board of Directors on June 2,
1989, the plan and the trust, as previously amended, be and are hereby further
amended in the following particulars:
1. By substituting the following for subsection 1.3 of the
plan:
"1.3. Employers.Effective December 31, 1987, the company
is a wholly-owned subsidiary of Bituminous Holdings, Ltd. (`BHL'). Prior
to such date, the company was a wholly-owned subsidiary of Bitco.
Effective as of March 11, 1985, Bitco was merged into ROI, Inc., a wholly
-owned subsidiary of Old Republic, and the name of ROI, Inc., the
surviving corporation, was changed to Bitco Corporation (`Bitco'). Any
subsidiary or affiliate of BHL or Bitco may adopt the plan with the
consent of the BHL and Bitco Executive Committees, as described in sub
-section 9.5. A `subsidiary' of BHL or Bitco is any corporation more than
50 percent of the voting stock of which is owned, directly, or indirectly,
by BHL or Bitco, respectively. an affiliate of BHL or Bitco is any
corporation more than 50 percent of the voting stock of which is owned,
directly or indirectly, by the owner or owners of more than 50 percent of
the voting stock of BHL or Bitco. the company and any other subsidiaries
or affiliates of GHL or Bitco which adopt the plan are referred to below
collectively as the `employers' and sometimes individually as an
`employer'."
2. By adding the following new subsection 2.5 to the plan
immediately after subsection 2.4 thereof:
"2.5. Leased Employees.A leased employee (as defined
below) shall not be eligible to participate in the plan. a `leased
employee' means any person who is not an employee of an employer or a
controlled group member, but who has provided services to an employer or
a controlled group member of a type which have historically (within the
business field of the employer) been provided by employees, on a
substantially full-time basis for a period of at least one year, pursuant
to an agreement between the employer and a leasing organization. the
period during which a leased employee performs services for the employer
shall be taken into account for purposes of subsections 2.1 and 7.2 of
the plan; unless (i) such leased employee is a participant in a money
purchase pension plan maintained by the leasing organization which
provides a non-integrated employer contribution rate of at least 10
percent of compensation, immediate participation for all employees and
full and immediate vesting, and (ii) leased employees do not constitute
more than 20 percent of the employer's nonhighly compensated workforce."
3. By substituting the following for the first sentence of
subsection 3.1 of the plan:
"Subject to the terms and conditions of the plan, a participant may elect
to have basic contributions made on his behalf under the plan for nay plan
year, beginning with the plan year in which he becomes a participant, in an
amount not less than one-half of one percent nor more than six percent (in
increments of one-tenth of one percent and/or whole percentages) of his
earnings (as defined in subsection 3.3) for that year."
4. By substituting the following for subsection 3.3 of the
plan:
"3.3. Earnings.A participant's `earnings' means the total
compensation that but for the participant's salary reduction authorization
under this plan would be payable to the participant by the employer for
services rendered to the employer as an employee, including bonuses,
commissions and overtime pay, but excluding any special allowances and
compensation paid before the date as of which he became a participant in
the plan, and excluding compensation for any year in excess of $200,000 (or
such greater amount as may be determined by the Commissioner of Internal
Revenue for that year)."
5. By adding the following new subsection 3.4 to the plan
immediately after subsection 2.2 thereof:
"3.4. Maximum Dollar Limitation on Basic Contribution.The
method of determining the amount of basic contributions described in
subsection 3.1 is intended to qualify as a cash or deferred arrangement
under Section 401(k) of the Internal Revenue Code. In no event shall the
sum of: (i) total basic contributions under subsection 3.1 for any
calendar year and (ii) any other `elective deferrals' as defined in the
Internal Revenue Code for any calendar year, exceed $7,000 (or such greater
amount as determined under Internal Revenue Code Section 402(g) (5) for
years beginning after December 31, 1987. As of each December 31, the
employers shall determine the total basic contributions made for each
participant during the preceding calendar year. In the event that the
total amount of elective deferrals made in a calendar year exceeds the
maximum dollar limitation for any participant (`excess deferrals'), such
excess deferrals (and the earnings thereon) shall be paid to the
participant by the following April 15. The earnings attributable to such
excess deferrals shall be determined in accordance with subsection 4.4. If
a participant's elective deferrals and basic contributions under this plan
exceed the maximum dollar limitation for any calendar year, the participant
may notify his employer in writing no later than March 1 of his election to
have all or a portion of the basic contributions under this plan (and the
earnings thereon) for that calendar year distributed to him by the April 15
following the end of such calendar year. the amount of excess deferrals
returned to a participant shall be treated as a basic contribution for
purposes of subsection 6.10 and for purposes of the actual deferral
percentage tests described in subsection 4.2; however, excess deferrals by
non account under subsection 4.2 to the extent such excess deferrals are
made under this plan or any other plan maintained by the employers."
6. By substituting the following for subsection 4.2 of the
plan:
"4.2. Limitations on Contributions.Each employer's total
contribution for a plan year is conditioned on its deductibility under
Section 404 of the Internal Revenue Code, shall comply with the
contribution limitations set forth in subsection 6.10 and, unless the
employer specifies otherwise, shall not exceed an amount equal to the
maximum amount deductible on account thereof by the employer for purposes
of federal taxes on income. In addition, notwithstanding the foregoing
provisions of this Sections 4, contributions under the plan will be
subject to the following limitations:
(a) In no event shall the actual deferral percentage (as
defined below) of highly compensated employees (as defined
below) for any plan year exceed the greater of:
(i) The actual deferral percentage of all other eligible
employees for such plan year multiplied by 1.25; or
(ii) The actual deferral percentage of all other eligible
employees for such plan year multiplied by 2.0;
provided that he actual deferral percentage of the
highly compensated employees does not exceed that of
all other eligible employees by more than 2
percentage points.
The `actual deferral percentage' of a group of eligible
employees for a plan year means the average of the ratios
(determined separately for each eligible employee in such
group) of: (i) the sum of the basic contributions credited
to each such eligible employee's account (as described in
subsection 6.1) under this plan for such plan year; to (ii)
the eligible employee's compensation (as defined in
subsection 4.3) for such plan year. If, because of the
foregoing limitations, a portion (`excess contributions')
of an eligible employee's basic contributions cannot be
credited to his account for a plan year, the eligible
employee shall be deemed not to have elected to defer such
excess contribution and the amount thereof (and any
earnings thereon) shall be paid to the eligible employee in
cash within two and one-half months after the end of that
plan year, if practicable, and in any event, within 12
months after the end of that plan year. The eligible
employee's matching contribution account balance shall be
adjusted to take into account the excess contributions so
paid. the maximum basic contributions permitted under the
foregoing limitations shall be determined by reducing basic
contributions credited to the accounts of highly
compensated employees in the order of the actual deferral
percentages of such employees beginning with the highest of
such percentages first, in accordance with the leveling
method described in Treasury Regulation Section 1.401(k)
-1(f)(2). The earnings attributable to excess
contributions distributed hereunder shall be determined in
accordance with subsection 4.4 below.
(b) In no event shall the contribution percentage (as defined
below) of highly compensated employees (as defined below)
for any plan year exceed the greater of:
(i) the contribution percentage of all other eligible
employees for such plan year multiplied by 1.25; or
(ii) The contribution percentage of all other eligible
employees for such plan year multiplied by 2.0;
provided that the contribution percentage of the
highly compensated employees does not exceed that of
all other eligible employees by more than 2
percentage points.
The `contribution percentage' of a group of eligible
employees for a plan year means the average of the ratios
(determined separately for each eligible employee in such
group) of: (i) the matching contributions credited to each
such eligible employee's account (as described in
subsection 6.1) under this plan for such plan year; to (ii)
the eligible employee's
compensation (as defined in subsection 4.3) for such plan
year. for purposes of the preceding sentence, in computing
the contribution percentage for any eligible employee who
is a highly compensated employee and who is eligible to
have employee voluntary after-tax or employer matching
contributions allocated to his accounts under two or more
plans maintained by the employer and described in Sections
401(a) or 401(k) of the Internal Revenue Code, the employee
voluntary after-tax and employer matching contributions
credited to such highly compensated employee's accounts
under all such plans shall be aggregated. If, because of
the foregoing limitations, a portion (`excess aggregate
contributions') of an eligible employee's matching
contributions cannot be credited to his account for a plan
year, the vested percentage of such excess aggregate
contributions (and any earnings thereon) shall be paid to
the eligible employee in cash, and the percentage that is
not vested shall be forfeited and applied as a credit to
the employer making such contribution (for the purpose of
reducing such employer's future matching contributions)
within two and one-half months after the end of that
year, if practicable, and in any event, within 12 months
after the end of that plan year. the eligible employee's
basic contribution account balance shall not be adjusted as
a result of excess aggregate contributions so paid. The
maximum amount of matching contributions permitted under
the foregoing limitations shall be determined by reducing
contributions credited to the accounts of highly
compensated employees in the order of the contribution
percentages of such employees beginning with the highest of
such percentages first in accordance with the leveling
method described in Treasury Regulation Section 1.401(m)-
1(e)(2). The earnings attributable to excess aggregate
contributions distributed hereunder shall be determined in
accordance with subsection 4.4 below. The determination of
any excess aggregate contributions under this subparagraph
4.2(b) shall be made after determining any excess
contributions under the actual deferral percentage tests
described in subparagraph 4.2(a) above.
(c) In accordance with Treasury Regulation Section 1.401(m)
-2(c) for plan years beginning on or after January 1, 1989,
multiple use of the alternative limitation which occurs as
a result of testing under the limitations described in
subparagraphs (a) and (b) above will be corrected in the
manner described in Treasury Regulation Section 1.401(m)
-1(e). The term `alternative limitation' means the
alternate tests described in subparagraphs (a)(ii) and
(b)(ii) above.
For purposes of applying the limitations on contributions described in this
subsection 4.2, a `highly compensated employee' means any present or former
eligible employee who, during the current or immediately preceding plan
year:
(A) was a 5 percent owner of the employer or controlled
group member;
(B) received annual compensation from the employer
and/or controlled group member of more than $75,000
(or such greater amount as may be determined by the
Commissioner of Internal Revenue for that year);
<PAGE>
(C) received annual compensation from the employer
and/or controlled group member of more than $50,000
(or such greater amount as amy be determined by the
Commissioner of Internal Revenue for that year) and
was in the top-paid 20% of the employees; or
(D) was an officer of the employer and/or controlled
group member receiving annual compensation greater
than 50% of the limitation in effect under Section
415(b)(1)(A) of the Internal Revenue Code; provided,
that for purposes of this subparagraph (D), no more
than 50 employees of the employer (or if lesser, the
greater of 3 employees of 10 percent of the
employees) shall be treated as officers.
The term `eligible employee' includes any employee who meets the
requirements of subparagraphs 2.1(a) and (b) irrespective of whether the
employee has elected to become a participant in the plan pursuant to the
provisions of subsection 2.2."
7. By renumbering subsections 4.3 through 4.5 of the plan as
subsections 4.5 through 4.7, respectively and adding the following new
subsection 4.3 to the plan:
"4.3 Compensation.An employee's or participant's
`compensation' means his total cash compensation for services rendered to
the employer as an employee, determined in accordance with Section
415(c)(3) of the Internal Revenue Code and the regulations thereunder, but
excluding compensation for any year beginning on or after January 1, 1989
in excess of $200,000 (or such greater amount as may be determined by the
Commissioner of Internal Revenue for that year). for purposes of
determining who is a `highly compensated employee' an employee's or
participant's compensation also shall include all elective contributions
made pursuant to Sections 125 and 401(k) of the Code. Solely for purposes
of applying the actual deferral percentage and actual contribution
percentage tests described in subparagraphs 4.2(a) and (b) above, the
employers may elect for any plan year that compensation also include all
elective contributions made pursuant to Sections 125 and 401(k) of the
Code; provided that , such election is made on a consistent and uniform
basis with respect to all employees and all plans of the employers for any
such year.
8. By adding the following new subsection 4.4 to the plan
immediately after the new subsection 4.3 thereof:
"4.4. Allocation of Earnings to Distributions of Excess
Deferrals, Excess Contributions and Excess Aggregate Contributions. The
earnings allocable to distributions of excess deferrals required under
subsection 3.4 and excess contributions and excess aggregate contributions
required under subsection 4.2 shall be determined by multiplying the
earnings attributable to the participant's basic contributions (for the
calendar and/or plan year, whichever is applicable) or to the employer
matching contributions for the plan year, as the case may be, by a
fraction, the numerator of which is the applicable excess amount, and the
denominator of which is the balance in the participant's applicable
account or accounts on the last day of such year reduced by gains (or
increased by losses) attributable to such account or accounts for such
year. The earnings allocable to such excess deferrals, excess
contributions and excess aggregate contributions for the period between
the end of the applicable year and the date of distribution shall be
determined under the same fractional method described above or,
alternatively, by multiplying 10 percent of the earnings determined for
the applicable year above by the number of calendar months that have
elapsed since the end of such year. For purposes of the foregoing, a
distribution occurring on or before the fifteenth day of the month will be
treated as having been made on the last day of he preceding month, and a
distribution occurring after such fifteenth day will be treated as having
been made on the first day of the next subsequent month."
9. By substituting the term "Internal Revenue Code of 1986,
as amended," for the term "Internal Revenue Code of 1954" where the latter
appears in redesignated subparagraph 4.7(a) of the plan.
10. By deleting the second sentence from subparagraph 5.1(a)
of the plan.
11. By substituting the following for the last two sentences
of subsection 6.4 of the plan:
"A participants sub-account invested in the investment fund from which such
a transfer is made will be charged with the amount transferred at the date
of transfer and the sub-account invested in the investment fund to which
such transfer is made shall be credited with the amount so transferred as
of the date of such transfer. Such amounts will be transferred at such
dates after each January 1, April 1, July 1 or October 1 as the trustees
shall reasonably determine in order to allow time for the calculation and
processing of transfers. for purposes of the foregoing transfers between
funds, in converting Old Republic stock shall be determined upon the basis
of the closing price (or if the closing price is not reported, the mean of
the bid and asked prices) of Old Republic Stock on the date such stock was
last traded prior to the transfer date (or such earlier date as the
trustees shall reasonably determine in order to allow time for the
calculation and processing of transfers) as reported on the NASDAQ System,
or, it applicable, at the price at which Old Republic Stock was acquired or
sold by the trustees in order to make such transfers."
12. By substituting the following for subsection 6.10 of the
plan.
"6.D. Contribution Limitations.For each plan year the
`annual addition' (as defined below) to a participant's accounts under
this plan and under any other defined contribution plan maintained by the
employer or controlled group member shall not exceed the lesser of (i) the
sum of $30,000 (or, if greater, 1/4 of the dollar limitation in effect
under Section 415(b)(1)(A) of the Internal Revenue Code for the calendar
year which begins with or within the plan year or (ii) 25 percent of the
participant's compensation during that plan year. The term 'annual
addition' for any plan year means the sum of the following amounts
allocated to a participant's accounts under any such plans for that year:
(a) employer contributions (including participant basic
contributions);
(b) participant after-tax contributions; and
(c) remainders.
Any employer contributions which cannot be allocated to a participant
because of the foregoing limitations shall be applied to reduce employee
contributions in succeeding plan years, in order of time. In the case of
any participant who was over by both a defined benefit plan and a define
contribution plan of the employers, the benefits provided for him under
both plans will be adjusted to the extent necessary to comply with the
combined benefit and contribution limitations set forth in Section 415 of
the Internal Revenue code and Section 1106 of the Tax Reform Act of 1986.
In making such adjustments, the benefits that otherwise would have been
payable to the participant under the defined benefit plan will be limited
first."
13. By substituting the following table for the table contained in
subsection 7.2 of the plan.
Years of Service Vested Percentage
Less than 1 0%
1 10%
2 20%
3 30%
4 40%
5 60%
6 80%
7 or more 100%
14. By substituting the following for the second sentence of
subsection 7.3.
"A remainder shall be invested in the Old Republic Stock Fund until the
regular accounting date next following the participant's settlement date,
and then shall be applied to reduce employers' matching contributions."
15. By substituting the following for that portion of
subsection 7.4 of the plan which follows subparagraph 7.4(c) thereof:
"If a participant dies after his required commencement date (as defined
below), the remaining portion of such benefits must be distributed over a
period not exceeding the period over which payments were being made to the
participant. If a participant dies before his required commencement date,
his benefits must be distributed over a period not exceeding the greatest
of: (i) five years from the death of the participant; (ii) in the case of
payments to a designated beneficiary other than the participant's spouse,
the life expectancy of such beneficiary, provided payments begin within one
year of the participant's death; or (iii) in the case of payments to the
participant's spouse, the lie expectancy of such spouse, provided payments
begin by the date the participant would have attained age 70-1/2.
Distribution of a participant's benefits must be made (or installment
payment must commence) not later than April 1 of the calendar year next
following the calendar year in which the participant attains age 70-1/2.
The date for commencement of distributions or payments in the immediately
preceding sentence shall be referred to for purposes of this plan as the
participant's `required commencement date.' Except as provided in
subsections 7.5 and 7.7, a participant may select, in accordance with such
rules as the trustees may establish, the method by which his benefits will
be distributed to him; a participant, if he so desires, may direct how his
benefits are to be paid to his beneficiary; and the trustees, after
consulting with the beneficiary, shall select the method of distributing
the participant's benefits to his beneficiary if the participant has not
filed a direction with the trustees. Payment of a participant's benefits
will be made (or will commence) within a reasonable time after his
settlement date, but not later than 60 days after the close of the plan
year in which his settlement date occurs or, if later, within 60 days of
the date on which the amount of the payment can be ascertained by the
trustees. Notwithstanding the foregoing, effective as of January 1, 1985,
if the value of the participant's vested account balances exceeds $3,500,
no distribution will be made to him prior to the participant's attainment
of age 65 unless he consents thereto."
16. By substituting the following for the second sentence of
subsection 7.5 of he plan:
"Such an election will be effective only if (i) the participant's spouse
consents to the election in writing, (ii) such election designates a
beneficiary or form of payment which may not be changed without spousal
consent or the consent of the spouse expressly permits designation by the
participant without any requirement of further consent, and (iii) the
consent of the spouse acknowledges the effect of the designation and is
witnessed by a trustee or notary public."
17. By substituting the following for the last sentence of
subsection 7.7 of the plan:
"In converting Old Republic stock to cash, or vice versa, for purposes of
this subsection, the value of Old Republic Stock shall be determined upon
the basis of the closing price (or if the closing price is not reported,
the mean of the bid and asked prices) of Old Republic stock on the date
such stock was last traded prior to the distribution date (or such earlier
date as the trustees shall reasonably determine in order to allow time for
the calculation and processing of distributions), as reported on the NASDAQ
System or, if applicable, at the price at which Old Republic stock was
acquired or sold by the trustees in order to make such distribution."
18. By substituting the following subsections 7.10 and 7.11
for subsection 7.10 of the plan:
"7.10. Hardship Withdrawals - Basic Contributions.A participant
may elect a withdrawal of all or any portion of the balance in his basic
contribution account in accordance with applicable rules established by the
trustees and subject to a determination by the trustees that a withdrawal
is necessary due to an immediate and heavy financial need of the
participant in accordance with the following rules:
(a) Hardship withdrawals may be made for the following
financial hardships: significant medical expenses of the
participant or family member or other financial emergency
relating to the occurrence of an accident or sickness with
respect to a family member (not covered by insurance or
other coverages); the purchase of a primary residence
(excluding mortgage payments); expenses for post-secondary
education for the participant, his or her spouse, children
or dependents; the need to prevent the eviction of the
participant from his principal residence or foreclosure on
the mortgage of the participant's principal resident; the
funeral expenses of a family member; the need to prevent
imminent bankruptcy; loss of employment by a principal wage
earner in the participant's household making the family
unable to meet fixed monthly expenses; an IRS lien on wages
of a principal wage earner in the participant's household;
lump sum payments required by a divorce decree or child
support court order; and other disaster or casualty losses
of the participant.
(b) If the trustees determine that a financial hardship
exists, the participant must represent to the trustees by
written certification that the financial need cannot be
relieved by any of the following means:
(i) reimbursement or compensation by insurance or
otherwise;
(ii) reasonable liquidation of the participant's assets
(to the extent that a liquidation would not itself
cause an immediate and heavy financial need)
including assets of the spouse and minor children
that are reasonably available to the participant;
(iii) cessation of basic contributions under this plan,
other distributions or loans from this plan or any
other plans maintained by the employer or any other
employer; and
<PAGE>
(iv) loans from commercial sources on reasonable
commercial terms.
(c) If the trustees determine that the foregoing requirements
have been satisfied, the trustees will determine the amount
of the withdrawal necessary to satisfy the hardship need of
the participant and will distribute such amount to the
participant.
No withdrawal shall be permitted under this subsection 7.10 until the
available vested balance in the participant's matching contribution account
has been or coincident with a withdrawal request under this subsection will
be fully withdrawn pursuant to the provisions of subsection 7.11.
Notwithstanding the foregoing, a participant may not elect a hardship
withdrawal from that portion of his basic contribution account balance
which consists of income allocable to such account credited thereto on or
after January 1, 1989.
7.11. Hardship Withdrawals - Matching Contributions. A
participant may elect a withdrawal of all or any portion of the vested balance
in his matching contribution account in accordance with applicable rules
established by the trustees that a bona fide financial hardship exists, as
described in subparagraph 7.10(a) above. If the trustees determine that a
financial hardship exists, the trustees will distribute the amount requested to
the participant. Contributions which have been credited to the participant's
matching contribution account for less than a 24 month period may not be
withdrawn."
19. By substituting the following for subsection 8.1 of the
plan:
8.1. Resumption of Participation.If an employee who has
participated in the plan should terminate employment with all the employers
and such employee is subsequently reemployed by an employer, he may elect
to again become a participant as of any subsequent quarterly entry date and
the years of service he was entitled at the time of termination shall be
reinstated; provided, that if such employee had a salary reduction
authorization in effect at the time of his termination, he may elect to
again become a participant as of his date of rehire. If an employee who
has never participated in the plan should terminate employment and then is
subsequently reemployed by an employer, his eligibility for participation
shall be determined in accordance with subsection 2.1, he may elect to
become a participant as of any subsequent quarterly entry date if he had
met the requirements of subparagraphs 2.1(a) and (b) prior to his
termination, and the years of service he had accrued prior to his
termination shall be disregarded for purposes of subsection 7.2 only if his
number of consecutive one-year breaks in service occurring after his
termination equal or exceed the greater of (i) five, or (ii) his years of
service prior to his termination. In no event shall years of service
occurring after a participant incurs five consecutive one-year breaks in
service be used to determine the percentage of his matching contribution
account to which he was entitled as of a prior settlement date."
20. By substituting the following for the first sentence of
subsection 8.2 of the plan:
"If a participant whose employment had terminated because of resignation or
dismissal is reemployed by an employer or controlled group member before he
incurs `five consecutive one-year breaks in service, any remainder
resulting from his prior resignation or dismissal shall again be credited
to his matching contribution account as of the regular accounting date next
following his date of reemployment. Remainders that are again to be
credited to a participant's matching contribution account as of a regular
accounting date under this subsection 8.2 shall reduce: first, remainders
to be applied to reduce employers' matching contributions as of
that date under subsection 7.3; and then, income and gains of the trust
fund to be credited as of the date under subsection 6.6. If the amount
available from the preceding sources is less than the amount of remainders
to be credited to a participant's matching contribution account under this
subsection 8.2, the employers shall contribute such additional amount as is
necessary to make up the difference."
21. By substituting the following for subparagraph (d) of
paragraph A-2 of Supplement A of the plan:
"(d) The account balances of a participant who did not perform
any services for the employers during the 5 year period
ending on the determination date shall be disregarded."
22. By adding the following sentence at the end of paragraph
A-5 of Supplement A of the plan as the last sentence thereof:
"In computing the employer contribution under this paragraph A-5,
remainders allocated to a participant's account shall be considered an
employer contribution but participant basic contributions shall not be
considered employer contributions."
23. By substituting the term "Executive Committees of BHL and
Bitco" for the terms "Executive Committee of Bitco" and "Bitco's Executive
Committee" wherever the latter appear in the plan and trust.
24. By substituting the term "BHL or Bitco" for the term
"Bitco" wherever the latter appears in the plan and trust (except for subsection
1.3 of the plan).
Except as specifically stated therein to the contrary, particular
19 above shall be effective as of October 1, 1983; particulars 16 and 21 above
shall be effective as of january 1, 1985; particulars 5 through 9, 11, 12, and
17 above shall be effective as of January 1, 1987; particulars 1, 23 and 24
above shall be effective as of December 31, 1987; particular 10 above shall be
effective as of January 1, 1988; particulars 2, 4, 13 through 15, 20 and 22
above shall be effective as of January 1, 1989; and particulars 3 and 18 above
shall be effective as of April 1, 1989.
IN WITNESS WHEREOF, Bituminous Casualty Corporation has caused
this amendment to be signed by its duly authorized officer this 22nd day of
June, 1989.
BITUMINOUS CASUALTY CORPORATION
By:_____/s/ Peter Lardner____
Its President
