<PAGE>
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 1994 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, 1995 By:_______/s/ Paul. D. Adams_________
(Signature)
P.D. Adams
Senior Vice President,
Chief Financial Officer
and Treasurer
Total Pages: __17__
<PAGE>
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, 1994
---------------
BITUMINOUS 401(k) SAVINGS PLAN
Formerly Known as BITCO Savings Plan)
_______________
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVE
CHICAGO, ILLINOIS 60601
-1-
<PAGE>
Item 1 - Changes in the Plan
Incorporated by reference from Exhibit 5 and Exhibit 6 included herein.
Item 2 - Changes in Investment Policy
Incorporated by reference from Exhibit 5 and Exhibit 6 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 345 participants who are currently making
contributions in the plan as of December 31, 1994 out of approximately 517
eligible employees.
Item 5 - Administration of the Plan
(a) The Bituminous 401(k) Savings Plan (the "Plan"), formerly known as the
Bitco Savings Plan, provides that Bituminous Casualty Corporation,
("Bituminous"), an affiliate of Bitco Corporation ("Bitco"), shall
appoint Committee Members (the "Committee") to administer the Plan.
The committee formulates and carries out all rules necessary to
operate the Plan, makes decisions regarding the interpretation or
application of Plan provisions, and has the authority to act in its
sole discretion when carrying out the provisions of the Plan. Any
decision made by the committee in good faith is final and binding on
all parties. The committee members presently are as follows:
Greg Ator
Bituminous Casualty Corporation
320 - 18th Street
Rock Island, IL 61201
Janine Happ
Bituminous Casualty Corporation
320 - 18th Street
Rock Island, IL 61201
Robert Rainey
Bituminous Casualty Corporation
320 - 18th Street
Rock Island, IL 61201
(b) The committee receives no compensation in that capacity.
Item 6 - Custodian of Investments
(a) The Committee has retained CG Trust Company, a trust company organized
under the laws of the State of Illinois, as Trustee. The Trustee acts
under a Trust Agreement with Bituminous that implements and forms a part
of the Plan. In accordance with the Trust Agreement the Committee may,
<PAGE>
in their discretion, appoint one or more "Investment Managers" to direct
the investments to be made by the Trustees with any part of all of the
Plan assets. CG Trust Company entered into Group Annuity Contract
Number GA-10911 with Connecticut General Life Insurance Company (CGLIC),
a legal reserve life insurance company, to provide record keeping
services. CGLIC also serves as the investment manager of the following
funds: CIGNA Guaranteed Government Securities Account, CIGNA Guaranteed
Long-Term Account, CIGNA Separate Account - Fidelity Advisor Income and
Growth Fund, CIGNA Stock Market Index Account and the CIGNA Separate
Account - Fidelity Advisor Growth Opportunities Fund. The custodian of
the ORI Stock Account (an Outside Market - Valued Fund) is Chase
Manhattan Bank.
Investment expense paid to CGLIC were $0 and $0 for the years ended
December 31, 1994 and 1993.
(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 June 30 and December 31 of each year, following
the June 30 and December 31 accounting dates, respectively. Participants
may also receive additional information on a more frequent basis throughout
the year on Answerline, a CGLIC automated voice response system.
Annually, each participant will receive a copy of financial statements
filed herewith.
Item 8 - Investment of Funds
The trust fund will be divided into separate investment funds, and a
participant's accounts will be invested in one or more of the investment
funds. The investment funds will consist of the following:
CIGNA Guaranteed Government Securities Account. This fund will be
invested primarily in short-term U.S. Treasury securities, obligations
of governmental agencies and repurchase agreements collateralized by
such Treasury or government agency obligations.
CIGNA Guaranteed Long-Term Account. This fund will be invested
primarily in commercial mortgages, private placements and publicly
traded bonds and short-term money market instruments for cash flow
management.
CIGNA Separate Account - Fidelity Advisor Income and Growth Fund. This
fund will be invested in the Fidelity Advisor Income and Growth Fund,
which invests primarily in a combination of common and preferred stocks,
convertible securities and bonds, but which may also invest in foreign
securities.
CIGNA Stock Market Index Account. This fund will be invested primarily
in common stocks reflecting the composition of the Standard and Poor's
500 Composite Stock Index.
CIGNA Separate Account - Fidelity Advisor Growth Opportunities Fund.
This fund will be invested in the Fidelity Advisor Growth Opportunities
Fund which invests primarily in common stocks and securities convertible
into common stock, but which may also invest in all types of securities
(including foreign securities).
<PAGE>
ORI Stock Account. This fund will be invested in common or preferred
stock of Old Republic ("Old Republic stock").
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.
Since March 1987, the Old Republic Stock Fund has invested solely in Old
Republic Common Stock. The committee does not anticipate purchasing any
other type of Old Republic stock other than Common Stock.
Item 9 - Financial Statements and Exhibits
Financial Statements Page No.
Report of Independent Accountants for the years ended
December 31, 1994 and 1993 F-1
Statements of Net Assets Available for Benefits at
December 31, 1994 and 1993 F-2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1994 and 1993 F-3
Notes to Financial Statements F-4 to F-9
Supplemental Schedules
Item 27A - Schedule of Assets Held for Investment Purposes
Item 27D - Schedule of Reportable Transactions
Exhibits
Exhibit 1 - Agreement and Plan of Merger, dated as of December 21, 1984,
as amended and restated, by and between Bitco Corporation and
ORI,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, ORI, Inc. and Bitco Corporation.
<PAGE>
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.
Exhibit 5 - Bituminous 401(k) Savings Plan, as amended and restated,
effective 1/1/94, formerly known as Bitco Savings Plan.
Exhibit 6 - Trust Agreement establishing the Bituminous 401(k) Savings
Trust, by and between, Bituminous Casualty Corporation and CG
Trust Company, effective 1/1/94.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee Members have duly caused this annual report to be signed on
behalf of the undersigned, thereunto duly authorized.
BITUMINOUS 401(K) SAVINGS PLAN, Registrant
By__________/s/ Greg Ator_________________
Greg Ator, Committee Member
By_________/s/ Janine Happ________________
Janine Happ, Committee Member
By_________/s/ Robert Rainey______________
Robert Rainey, Committee Member
Dated: April 27, 1995
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Bituminous 401(k) Savings Plan
Bituminous Casualty Corporation:
We have audited the accompanying statements of net assets available for
benefits of the Bituminous 401(k) Savings Plan (the "Plan") as of December
31, 1994 and 1993, and the related statements of changes in net assets
available for benefits for the years ended December 31, 1994 and 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 benefits of the
Bituminous 401(k) Savings Plan as of December 31, 1994 and 1993, and the
changes in net assets available for benefits for the years ended December
31, 1994 and 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 schedules of the
Plan are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are 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. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
The schedule of assets held for investment purposes and the schedule of
reportable transactions that accompany the Plan's financial statements do
not disclose the historical cost of certain plan assets held by the Plan
custodian. Disclosure of this information is required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974.
/s/ Coopers & Lybrand, L.L.P.
Chicago, Illinois
April 27, 1995
<PAGE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1994 and 1993
1994 1993
---- ----
<S> <C> <C>
ASSETS
Investment, at fair value:
Old Republic International Stock $2,577,485 $3,107,949
(cost: 1994 - $1,574,248; 1993 - $1,642,626)
Pooled Separate Accounts 1,151,462 1,026,214
CGLIC General Account 3,417,733 4,361,776
---------- ----------
7,146,680 8,495,939
Cash 8,939 61,648
Contributions receivable 17,479 17,013
---------- ----------
Net assets available for benefits $7,173,098 $8,574,600
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
For the years ended December 31, 1994 and 1993
1994 1993
---- ----
<S> <C> <C>
Additions:
Employer contributions $ 156,798 $ 208,206
Employee contributions 674,813 832,829
Investment Income:
Dividend From Old Republic International Stock 55,197 58,044
Income From Pooled Separate Accounts 5,661 31,099
Income From CGLIC General Account 175,674 263,673
---------- ----------
236,532 352,816
---------- ----------
Total Additions $1,068,143 $1,393,851
---------- ----------
Deductions:
Transfers to Great West $1,873,255 ---
Benefits paid 409,747 647,212
Net depreciation of investments 186,643 397,339
---------- ----------
Total Deductions 2,469,645 1,044,551
---------- ----------
Net Additions (Deduction) (1,401,502) 349,300
Net assets available for benefits:
Beginning of Year 8,574,600 8,225,300
---------- ----------
End of Year $7,173,098 $8,574,600
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
The following description of the Bituminous 401(k) Savings Plan (the
"Plan") provides only general information. Participants should refer to
the Plan document for a more completed description of the Plan's
provisions.
A. General
The plan is a defined contribution plan covering substantially all of the
employees of Bituminous Casualty Corporation (the "Company") 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.
Effective as of the close of business of the Company on December 31,
1993, cash and securities having a fair market value of $1,873,255, the
portion of the plan attributable to participants employed by Great West,
Joe Morten & Son, Inc., Dornberger/Berry & Company, Midwest Insurance,
Inc., Motor-Ways, Inc., National Adjustment Company and Truckmen's
Underwriters Agency, Inc. (the "Transferred Companies") was transferred
to the Great West Casualty Company Profit Sharing Plan. The Plan and the
Plan's trust shall have no further liability to the participants employed
by the Transferred Companies or their beneficiaries.
B. Contributions
Participants may contribute up to 6 percent of their annual compensation
on a before-tax basis. The Company provides a matching contribution
equal to 25 percent of the participant's contribution. Effective 1/1/94,
participants may elect to have their voluntary contributions invested in
any one or more of the six separate investment funds (CIGNA Guaranteed
Long-Term Account, CIGNA Separate Account - Fidelity Advisor Income &
Growth Fund, CIGNA Separate Account - Fidelity Advisor Growth
Opportunities Fund, CIGNA Guaranteed Government Securities Account,
CIGNA Stock Market Index Account and ORI Stock Account). The Company's
matching contributions commencing in 1985 are invested in the ORI Stock
Account. Prior to 1/1/94 participants could elect to have their
voluntary contributions invested in any one or more of the four
separate investment funds (Equity Fund, Guaranteed Long-Term Account,
Short-Term Fund and Old Republic International Stock Account).
C. Participant Accounts
Each participant's account is credited with the participant's
contribution, an allocation of the Company's contribution and Plan
earnings. Interest will be credited to the Guaranteed Long-Term
Account and Guaranteed Government Securities Account (the "General
Accounts") daily. Interest will be credited to each dollar in the
General Accounts from the valuation date on which it is allocated to
the General Accounts until the valuation date as of which it is
transferred, distributed or disbursed from the General Accounts. Prior
to 1/1/94, Guaranteed Long-Term Account earnings were allocated by
CIGNA, based on the percentage of total contributions of each
participant. The Fidelity Advisor Income and Growth Fund, Fidelity
Advisor Growth Opportunities Fund and Stock Market Index
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Account (the "Separate Accounts") are each divided into units of
participation. When an amount is allocated or transferred to the
Separate Accounts, the number of units is increased and when an amount
is withdrawn from the Separate Accounts, the number of units is
decreased. Such increase or decrease in the number of units is
determined by dividing the amount allocated to or withdrawn from the
Separate Accounts by the then current Separate Account unit value.
Cash dividends received with respect to Old Republic stock previously
credited to participants shall be applied to purchase additional shares
of Old Republic stock in the ORI Stock Account. Such dividends and the
additional shares (including fractional shares) subsequently purchased
with the dividends shall be allocated and credited to the accounts of
participants, pro rata, according to the shares (including fractional
shares) credited to the accounts of participants on the applicable
dividend record date. Any Old Republic stock received as a stock split
or stock dividend or as a result of a reorganization or
recapitalization of Old Republic shall be allocated and credited to the
accounts of participants in proportion to the Old Republic stock
previously credited to their accounts.
Participant's units are calculated on a daily basis. Quarterly
participant unit values for these investment funds are as follows:
<TABLE>
1994
-----------------------------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock Short ORI
Long Income Growth Government Market Term Equity Stock
Term * & Growth Opport. Securities Index Fund Fund Account
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First Quarter
Allocating United 66,152 37,317 3,769 16,014 518 --- --- 115,384
Unit Value 49.64 18.68 30.44 10.82 20.95 --- --- 22.63
Second Quarter
Allocating Units 65,949 39,684 4,694 16,622 1,315 --- --- 119,610
Unit Value 50.24 18.22 30.02 10.89 20.92 --- --- 22.38
Third Quarter
Allocating Units 65,822 39,912 5,136 16,915 1,406 --- --- 118,413
Unit Value 50.91 18.64 31.16 10.97 21.89 --- --- 20.88
Fourth Quarter
Allocating Units 66,236 41,319 5,673 17,277 1,520 --- --- 121,293
Unit Value 51.59 18.20 30.81 11.08 21.84 --- --- 21.25
</TABLE>
<TABLE>
1993
-----------------------------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock Short ORI
Long Income Growth Government Market Term Equity Stock
Term * & Growth Opport. Securities Index Fund Fund Account
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First Quarter
Allocating United --- --- --- --- --- 5,811 65,805 131,687
Unit Value --- --- --- --- --- 37.89 10.27 24.50
Second Quarter
Allocating Units --- --- --- --- --- 5,961 71,387 134,423
Unit Value --- --- --- --- --- 38.14 10.50 23.87
Third Quarter
Allocating Units --- --- --- --- --- 6,047 73,429 137,936
Unit Value --- --- --- --- --- 38.40 10.50 25.25
Fourth Quarter
Allocating Units --- --- --- --- --- 6,035 74,423 140,752
Unit Value --- --- --- --- --- 38.83 10.64 22.50
</TABLE>
* f/k/a Fixed Income Fund
<PAGE>
BITUMINOUS 401(k) 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 administrative and trustee fees.
E. Vesting
Participants are immediately vested in their voluntary contributions plus
actual earning thereon. Participants are immediately vested in the
remainder of their accounts upon death, disability, attainment of normal
retirement age or based on the participant's number of years of 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 purchase of a retirement annuity from an insurance company.
G. Basis of Accounting
The Plan presents in the statements of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
Net Assets reported in the Form 5500 do not agree to the Statement of Net
Assets Available for Benefits as of December 31, 1994 due to benefits
payable to participants which are reflected only in the Form 5500. These
payables, totaling $9,326, for the year 1994, represent 4th quarter
withdrawals not made until the next year. Similarly, benefits paid as
reported in the Form 5500 differs from the Statement of Changes in Net
Assets Available for Benefits by $9,326.
2. Investments
Old Republic International Corporation stock is stated at the closing
market value on the last business day of the year.
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
The Plan presents in the statements of changes in net assets available
for benefits 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.
The Plan entered into a group annuity contract with Connecticut General
Life Insurance Company (CGLIC). CGLIC 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 deductions for
investment expenses, risk, profit and annual management fees charged by
CGLIC. The contract is included in the financial statements at December
31, 1994 and 1993 at the contract value as reported to the Plan by CGLIC.
Realized investment gains and losses in the separate investment funds are
recognized in the year of sale.
3. Allocation of Net Assets for Benefits and Changes in Net Assets Available
for Benefits
Six separate investment funds are maintained under the Plan for the
benefit of participants. The allocation of net assets available for
benefits to the separate investment funds is as follows:
<TABLE>
As of December 31, 1994
------------------------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock Short ORI
Long Income Growth Government Market Term Equity Stock
Combined Term & Growth Opport. Securities Index Fund Fund Acct.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Old Republic Int'l Stock 2,577,485 --- --- --- --- --- --- --- 2,577,485
Pooled Separate 1,151,462 --- 751,924 174,840 191,501 33,197 --- --- ---
CGLIC General Account 3,417,733 3,417,733 --- --- --- --- --- --- ---
Employers'contributions 3,496 --- --- --- --- --- --- --- 3,496
Employees'contributions 13,983 --- --- --- --- --- --- --- 13,983
Cash 8,939 --- --- --- --- --- --- --- 8,939
--------- --------- --------- --------- --------- --------- ----- ----- ---------
Net assets available
for benefits 7,173,098 3,417,733 751,927 174,840 191,501 33,197 --- --- 2,603,903
========= ========= ========= ========= ========= ========= ===== ===== =========
</TABLE>
<TABLE>
As of December 31, 1993
------------------------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock Short ORI
Long Income Growth Government Market Term Equity Stock
Combined Term & Growth Opport. Securities Index Fund Fund Acct.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Old Republic Int'l Stock 3,107,949 --- --- --- --- --- --- -- 3,107,949
Pooled Separate 1,026,214 --- --- --- --- --- 234,350 791,864 ---
CGLIC General Account 4,361,776 4,361,776 --- --- --- --- --- --- ---
Employers'contributions 3,403 --- --- --- --- --- --- --- 3,403
Employees'contributions 13,610 --- --- --- --- --- --- --- 13,610
Cash 61,648 --- --- --- --- --- --- --- 61,648
--------- --------- --------- --------- --------- --------- -------- ------ ---------
Net assets available
for benefits 8,574,600 4,361,776 --- --- --- --- 234,350 791,864 3,186,610
========= ========= ========= ========= ========= ========= ======== ======= =========
</TABLE>
* f/k/a Fixed Income Fund
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. Allocation of Net Assets for Benefits and Changes in Net Assets Available
for Benefits (continued)
The allocation of changes in net assets available for benefit to the
separate investment funds is as follows
<TABLE>
For the year - ended December 31, 1994
------------------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock Short ORI
Long Income Growth Government Market Term Equity Stock
Combined Term & Growth Opport. Securities Index Fund Fund Acct.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend from ORI Stock 55,197 --- --- --- --- --- --- --- 55,197
Income (Net of Inv. Exp. from:
Poooled Separate Accounts 5,661 --- --- --- 4,422 --- 1,239 --- ---
CGLIC General Accounts 175,674 175,674 --- --- --- --- --- --- ---
Net apprec./(deprec.) of
investments (186,643) --- (32,963) 115 --- 696 --- (2,405) (152,086)
Contributions:
Employer 156,798 1,909 --- --- --- --- --- --- 154,889
Employee 674,813 376,425 110,429 61,007 27,557 8,647 --- --- 90,748
--------- -------- ------- ------- ------- ------ ------- ------- ---------
Total Additions 881,500, 554,008 77,466 61,122 31,979 9,343 1,239 (2,405) 148,748
Less: benefits paid 409,747 279,322 11,731 1,612 6,343 113 --- --- 110,627
Trans. to Great West 1,873,255 1,043,944 --- --- --- --- 31,335 181,208 616,768
Transfer between accounts --- (174,785) 686,189 115,330 165,865 23,966 (204,254)(608,251) (4,060)
--------- --------- ------- ------- ------- ------ ------- ------- ---------
Net incr. (decr.) in net
assets for benefits (1,401,502) (944,043) 751,924 174,840 191,501 33,196 (234,350)(791,864) (582,707)
Net assets available for
benefits:
Beginning of year 8,574,600 4,361,776 --- --- --- --- 234,350 791,864 3,186,610
--------- --------- ------- ------- ------- ------ ------- ------- ---------
End of year 7,173,098 3,417,733 751,924 174,840 191,501 33,196 --- --- 2,603,903
========= ========= ======= ======= ======= ====== ======= ======= =========
</TABLE>
<TABLE>
For the year - ended December 31, 1993
------------------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock Short ORI
Long Income Growth Government Market Term Equity Stock
Combined Term & Growth Opport. Securities Index Fund Fund Acct.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend from ORI Stock 58,044 --- --- --- --- --- --- --- 58,044
Income (Net of Inv. Exp. from:
Poooled Separate Accounts 31,099 --- --- --- --- --- 5,964 25,135 ---
CGLIC General Accounts 263,673 263,673 --- --- --- --- --- --- ---
Net apprec./(deprec.) of
investments (397,339) --- --- --- --- --- --- --- (397,339)
Contributions:
Employer 208,206 --- --- --- --- --- --- --- 208,206
Employee 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
Trans. to Great West --- --- --- --- --- --- --- --- ---
Transfer between accounts --- (59,138) --- --- --- --- (9,532) 18,104 50,566
--------- --------- ------- ------- ------- ------ ------- ------- ---------
Net incr. (decr.) in net
assets for benefits 349,300 349,444 --- --- --- --- 22,673 140,190 (163,007)
Net assets available for
benefits:
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>
* f/k/a Fixed Income Fund
<PAGE>
BITUMINOUS 401(k) 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 provision
of Section 401(a) and 401(k) of the Internal Revenue Code (IRC). An
additional favorable determination letter dated October 26, 1994, was
received on the endorsements to the Plan transferring Great West Casualty
Participants from the Plan. The Plan's committee members believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
5. Assets Greater Than 5% of Plan Assets
Investments that represent 5% or more of the plan assets are as follows:
December 31,
1994 1993
Guaranteed Long Term $3,417,733 $4,361,776
ORI Stock 2,577,485 3,107,949
Fidelity Advisor Income and Growth 751,924 - - -
Equity Fund - - - 791,864
6. Contributions
Participants may elect to contribute to any one or more of the five funds
established with Connecticut General Life Insurance Company and the Old
Republic Stock Account. The number of participants with account balances
at December 31, 1994 and 1993 was as follows:
December 31,
1994 1993
Number of Participants with account balances 429 701*
*Includes Great West Casualty Participants
7. Plan Termination
Although they have not expressed any intent to do so, the Companies have
the rights under the Plan to discontinue their contribution 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 and are entitled to a distribution of their account balances.
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
<TABLE>
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1994
Description of Investment Current
Identify of Issue including interest rate Cost Value
- ----------------- ------------------------- ---- -------
<S> <C> <C> <C>
CIGNA Long-term investment fund * 3,417,733
Guaranteed Long-Term Avg. rate of return: N/A
Account
CIGNA Separate Account Pooled separate account * 751,927
Fidelity Advisor Income Avg. rate of return: N/A
and Growth
CIGNA Separate Account Pooled separate account * 174,840
Fidelity Advisor Growth Avg. rate of return: N/A
Opportunities Fund
CIGNA Short-term investment fund * 191,501
Guaranteed Government Avg. rate of return: N/A
Securities Account
CIGNA Pooled separate account * 33,197
Stock Market Index Avg. rate of return: N/A
Account
ORI Stock Account Common stock 1,574,248 2,577,485
Avg. rate of return: N/A
*Information not available from Connecticut General Life Insurance Company
</TABLE>
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
<TABLE>
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1994
Number of Identity of Party Date of Transaction Cost of Gains on
Transactions Involved Description of Asset Transaction Price Asset Sale
- ------------ ----------------- -------------------- ----------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
26 Connecticut General Life Deposit in Guaranteed Various 376,425 * *
Insurance Company Long-Term Account
1 Connecticut General Life Guaranteed Long-Term 1/1/94 1,043,944 * *
Insurance Company Account transfer to
Great West Casualty
Company Profit
Sharing Plan
1 Connecticut General Life ORI Stock Account 1/1/94 616,768 * *
Insurance Company transfer to Great West
Casualty Company
Profit Sharing Plan
1 Connecticut General Life Equity Fund transfer to 1/1/94 608,251 * *
Insurance Company other assets
* Connecticut General Life Fidelity Advisor Income Various 686,189 * *
Insurance Company and Growth transfer
from other assets
* Information Not Available From Connecticut General Life Insurance Company.
</TABLE>
EXHIBIT 5
BITUMINOUS 401(k) SAVINGS PLAN
(As Amended and Restated Effective January 1, 1994)
(Formerly Known as Bitco Savings Plan)
McDermott, Will & Emery
Chicago
AMENDMENT AND RESTATEMENT
WHEREAS, Bituminous Casualty Corporation (the
"company") maintains the Bitco Savings Plan (the "plan"); and
WHEREAS, pursuant to resolutions adopted by the
Executive Committee of the Board of Directors of Bitco
Corporation, the officers of the company have caused to be
prepared an amendment and restatement plan to be known as the
BITUMINOUS 401(k) SAVINGS PLAN, as described herein;
NOW, THEREFORE, pursuant to the amending power
reserved to the company under Section 10.1 of the Plan, and in
exercise of the authority delegated to the undersigned officer
of the company, the plan is hereby amended and restated,
effective January 1, 1994, as described herein.
Dated this ______ day of ____________, 1994.
BITUMINOUS CASUALTY CORPORATION
By ________________________________
Its ____________________________
TABLE OF CONTENTS
PAGE
SECTION 1 1
Introduction 1
Purpose 1
Effective Date, Plan Year 1
Employers 1
Administration of the Plan 1
Funding of Benefits 2
Plan Supplements 2
SECTION 2 3
Eligibility 3
Participation 3
Notice and Election of Participation 3
Leave of Absence 3
Controlled Group Member 4
Leased Employees 4
SECTION 3 6
Basic Contributions 6
Election of Participant 6
Changes in Basic Contributions 6
Earnings 6
Maximum Dollar Limitation on Basic Contributions 7
SECTION 4 8
Employer Contributions 8
Employer Contributions 8
Limitations on Contributions 8
Compensation 12
Allocation of Earnings to Distributions of Excess
Deferrals, Excess Contributions and Excess
Aggregate Contributions 12
Contribution of Old Republic Stock 13
Verification of Employer Contributions 13
No Interest in Employers 13
SECTION 5 15
Period of Participation 15
Settlement Date 15
Restricted Participation 16
PAGE
SECTION 6 17
Investments and Accounting 17
Participants' Accounts 17
Investment Funds 17
Elections by Participants 18
Transfers Between Funds 19
Accounting Dates 19
Adjustment of Participants' Accounts 19
Crediting of Basic and Matching Contributions 20
Dividends and Other Allocations 20
Voting of Old Republic Stock; Tender Offers 20
Contribution Limitations 21
Charging Distributions 22
Statement of Account 22
Rollovers 22
Transition Rules 22
SECTION 7 24
Payment of Account Balances 24
Retirement or Death 24
Resignation or Dismissal 24
Remainders 25
Manner of Distribution 25
Joint and Survivor Annuity 28
Designation of Beneficiary 28
Distribution of Old Republic Stock 29
Missing Participants or Beneficiaries 30
Facility of Payment 31
Hardship Withdrawals - Basic Contributions 31
Hardship Withdrawals - Matching Contributions
and Rollover Account 32
Direct Transfer of Eligible Rollover
Distributions 33
SECTION 8 35
Reemployment 35
Resumption of Participation 35
Reinstatement of Remainder 35
PAGE
SECTION 9 37
The Committee 37
Membership 37
Committee's General Powers, Rights and Duties 37
Manner of Action 38
Interested Committee Member 39
Resignation or Removal of Committee Members 39
Committee Expenses 39
Information Required by Committee 39
Uniform Rules 40
Review of Benefit Determinations 40
Committee's Decision Final 40
SECTION 10 41
General Provisions 41
Additional Employers 41
Action by Employers 41
Waiver of Notice 41
Gender and Number 41
Controlling Law 41
Employment Rights 41
Litigation by Participants 41
Interests Not Transferable 42
Absence of Guaranty 42
Evidence 42
SECTION 11 43
Amendment and Termination 43
Amendment 43
Termination 43
Vesting and Distribution on Termination 44
Notice of Amendment or Termination 44
Plan Merger, Consolidation, Etc 45
Supplement A A-1
Supplement B B-1
BITUMINOUS 401(k) SAVINGS PLAN
(As Amended and Restated Effective January 1, 1994)
(Formerly Known as Bitco Savings Plan)
SECTION 1
Introduction
1.1. Purpose. Bituminous 401(k) 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 Corporation ("Old Republic"), and
thereby provide for their future security. The plan previously
was known as Bitco Savings Plan.
1.2. Effective Date, Plan Year. The plan was estab-
lished as of October 1, 1983. The effective date of the amend-
ment and restatement of the plan as set forth herein is January
1, 1994. A "plan year" is the 12-month period beginning on
January 1 and ending on the next following December 31.
1.3. Employers. Any subsidiary or affiliate of the
company may adopt the plan with the consent of the company's
Executive Committee, as described in subsection 10.1. A "sub-
sidiary" of the company is any corporation more than 50 percent
of the voting stock of which is owned, directly, or indirectly,
by the company. An affiliate of the company is Old Republic
and any other corporation more than 50 percent of the voting
stock of which is owned, directly or indirectly, by Old Repub-
lic. The company and any other subsidiaries or affiliates of
the company which adopt the plan are referred to below collec-
tively as the "employers" and sometimes individually as an
"employer."
1.4. Administration of the Plan. The plan is admin-
istered by a plan committee (the "committee") consisting of
three or more persons appointed by the company, as described in
Section 9. Participants will be notified of the identity of
the members of the committee, and of any change in committee
membership. Any notice or document required to be given to or
filed with the committee will be properly given or filed if
delivered or mailed, by registered mail, postage prepaid, to
the committee, in care of the company, at 320 18th Street, Rock
Island, Illinois 61201.
1.5. Funding of Benefits. Funds contributed under the
plan are held and invested, until distribution, by a trustee
(the "trustee") appointed by the company, in accordance with
the terms of a trust agreement between the company and the
trustee which implements and forms a part of the plan. Partic-
ipants will be notified of the identity of the trustee, and of
any change in trustee. Copies of the plan and trust agreement,
and any amendments thereto, will be on file at the office of
the Secretary of the company and of each other employer which
adopts the plan where they may be examined by any participant
or other person entitled to benefits under the plan. The pro-
visions of and benefits under the plan are subject to the terms
and provisions of the trust agreement.
1.6. Plan Supplements. The provisions of the plan may
be modified by supplements to the plan. The terms and
provisions of each supplement are a part of the plan and super-
sede the provisions of the plan to the extent necessary to
eliminate inconsistencies between the plan and the supplement.
SECTION 2
Eligibility
2.1. Participation. Subject to the conditions and
limitations of the plan, each employee of an employer who is a
participant in the plan immediately preceding January 1, 1994
will continue as a participant on and after that date. Begin-
ning January 1, 1994, each other employee of an employer will
become eligible to enroll in the plan in accordance with sub-
section 2.2 and become a participant on the effective date or
on the first January 1, April 1, July 1 or October 1 (occurring
on or after the first anniversary of his date of hire) on which
he meets both of the following requirements:
(a) He has attained age 21 years; and
(b) He has completed l,000 hours of
service during the 12-month period
commencing on his date of hire or
during a plan year.
An "hour of service" means each hour for which an employee is
directly or indirectly paid or entitled to payment by an em-
ployer or controlled group member for the performance of duties
and for reasons other than the performance of duties, including
each hour for which back pay, irrespective of mitigation of
damages, has been either awarded or agreed to by an employer or
controlled group member, determined and credited in accordance
with Department of Labor Reg. Sec. 2530.200b-2.
2.2. Notice and Election of Participation. The
committee will notify each employee of the date on which he
becomes eligible for plan participation. An eligible employee
may become a participant in the plan by signing and filing an
enrollment application and a salary reduction authorization
with the committee at such time and in such form as the commit-
tee determines. If an employee does not elect to join the plan
on the first date he is eligible to do so, he may join the plan
on any subsequent quarterly entry date. The committee will
furnish each participant and each beneficiary receiving bene-
fits under the plan with a copy of a summary plan description.
2.3. Leave of Absence. A leave of absence will not
interrupt continuity of service or participation in the plan.
A "leave of absence" for plan purposes means an absence from
work which is not treated by the employer as a termination of
employment or which is required by law to be treated as a leave
of absence. Leaves of absence granted by an employer will be
governed by rules uniformly applied to all employees similarly
situated. 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 committee is 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 committee may require
the employee to furnish such information as the committee con-
siders necessary to establish that the employee's absence was
for one of the reasons specified above.
2.4. Controlled Group Member. A "controlled group
member" means:
(a) any corporation which is not an employer
but is a member of a controlled group of
corporations (within the meaning of Section
1563(a) of the Internal Revenue Code,
determined without regard to Sections
1563(a)(4) and 1563(e)(3)(C) thereof) which
contains an employer; or
(b) any trade or business (whether or not
incorporated) which is under common
control with an employer (within the
meaning of Section 414(c) of the Internal
Revenue Code).
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 em-
ployer) 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 subsec-
tions 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 em-
ployer contribution rate of at least 10 percent of compensa-
tion, 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 non-highly compensated
workforce.
SECTION 3
Basic Contributions
3.1. Election of Participant. 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 any 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. Pursuant to the partici-
pant's salary reduction authorization, such basic contributions
shall be made on a before-tax basis by a reduction of the par-
ticipant's earnings and a contribution of the amount of such
reduction to the plan by the employers in accordance with sub-
section 4.1. Each such election by a participant under this
subsection must be in writing and filed with the committee at
such time and in such way as the committee determines.
3.2. Changes in Basic Contributions. A participant may
elect to change his basic contribution rate (but not retro-
actively) within the limits specified above, as of any January
1, April 1, July 1 or October 1. A participant also may elect
as of any such quarterly date to discontinue his basic contri-
butions. A participant who has elected to discontinue basic
contributions pursuant to this subsection may subsequently
elect to resume such contributions as of any January 1,
April 1, July 1 or October 1. Each such election must be in
writing and filed with the committee at such time and in such
way as the committee determines.
3.3. Earnings. A participant's "earnings" means the
total compensation that but for the participant's salary reduc-
tion authorization under this plan, or his election of cafete-
ria plan benefits under Section 125 of the Internal Revenue
Code, would be payable to the participant by the employer for
services rendered to the employer as an employee, including
cash bonuses (other than insurance examination awards), commis-
sions and overtime pay, but excluding any deferred bonuses,
special allowances (e.g., car allowances, personal miles, house
payment and moving expenses), imputed income on the value of
group-term life insurance in excess of $50,000, gains from the
exercise of stock options 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 $150,000 (or such great-
er amount as may be determined under Section 401(a)(17) of the
Internal Revenue Code for that year).
3.4. Maximum Dollar Limitation on Basic Contributions.
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 pre-
ceding 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 partici-
pant may notify his employer in writing no later than March 1
of his election to have all or a portion of the basic contribu-
tions under this plan (and the earnings thereon) for that cal-
endar 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-highly compensated employees shall not
be taken into account under subsection 4.2 to the extent such
excess deferrals are made under this plan or any other plan
maintained by the employers.
SECTION 4
Employer Contributions
4.1. Employer Contributions. Each employer will
contribute to the trustee on behalf of each participant employ-
ed by the employer the amount of basic contributions made from
the participant's earnings from that employer in accordance
with the participant's basic contribution election then in
effect. Basic contributions will be paid to the trustee not
later than thirty days after the end of the payroll period to
which they pertain. Each employer also will contribute to the
trustee on behalf of each participant employed by the employer
a "matching contribution" equal to 25 percent of the amount of
basic contributions made by the employer on behalf of such
participant. Matching contributions will be paid to the trust-
ee not later than thirty days after the end of the payroll
period to which they pertain.
4.2. Limitations on Contributions. Each employer's
total contribution for a plan year is conditioned on its de-
ductibility 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 deduct-
ible on account thereof by the employer for purposes of federal
taxes on income. In addition, notwithstanding the foregoing
provisions of this Section 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
the 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 earn-
ings attributable to excess contributions dis-
tributed hereunder shall be determined in accor-
dance 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 com
puting 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
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 plan year, if prac-
ticable, 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 here-
under shall be determined in accordance with
subsection 4.4 below. The determination of any
excess aggregate contributions under this sub-
paragraph 4.2(b) shall be made after determining
any excess contributions under the actual defer-
ral percentage tests described in subpara-
graph 4.2(a) above.
(c) In accordance with Treasury
Regulation Section 1.401(m)-2(c), 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 de-
scribed 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);
(C) received annual compensation from
the employer and/or controlled group member
of more than $50,000 (or such greater
amount as may 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 or 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.
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 accor-
dance with Section 415(c)(3) of the Internal Revenue Code and
the regulations thereunder, but excluding compensation in ex-
cess of $150,000 (or such greater amount as may be determined
under Section 401(a)(17) of the Internal Revenue Code for that
year). For purposes of determining who is a "highly compensat-
ed employee" an employee's or participant's compensation also
shall include all elective contributions made pursuant to Sec-
tions 125 and 401(k) of the Code. Solely for purposes of ap-
plying 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 compensa-
tion also include all elective contributions made pursuant to
Sections 125 and 401(k) of the Code; provided that, such elec-
tion is made on a consistent and uniform basis with respect to
all employees and all plans of the employers for any such year.
4.4. Allocation of Earnings to Distributions of Ex-
cess Deferrals, Excess Contributions and Excess Aggregate Con-
tributions. The earnings allocable to distributions of excess
deferrals required under subsection 3.4 and excess contribu-
tions and excess aggregate contributions required under subsec-
tion 4.2 shall be determined by multiplying the earnings at-
tributable 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 contribu-
tions 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 earn-
ings 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 the preceding month, and a distri-
bution occurring after such fifteenth day will be treated as
having been made on the first day of the next subsequent month.
Notwithstanding the foregoing, the income allocable to excess
deferrals, excess contributions and excess aggregate contribu-
tions may be determined by any reasonable, nondiscriminatory
method selected by the committee, which method, at the discre-
tion of the committee, may or may not provide for the alloca-
tion of income for the gap period between the end of the appli-
cable year and the date of distribution, provided that such
method is used consistently for all participants and for all
corrective distributions under the plan for an applicable year,
and is used by the plan for allocating income to participants'
accounts.
4.5. Contribution of Old Republic Stock. Any por-
tion of the employer contributions for any plan year to be
invested in the ORI Stock Account (as defined is subparagraph
6.2(f)) may be made in cash or in the form of common or pre-
ferred stock of Old Republic.
4.6. Verification of Employer Contributions. If for
any reason the company decides to verify the correctness of any
amount or calculation relating to an employer contribution for
any plan year, the certificate of an independent accountant
selected by the company as to the correctness of any such
amount or calculation shall be conclusive on all persons.
4.7. No Interest in Employers. The employers shall
have no right, title or interest in the trust fund, nor shall
any part of the trust fund revert or be repaid to an employer,
directly or indirectly, unless:
(a) the Internal Revenue Service
initially determines that the plan, as
applied to such employer, does not meet the
requirements of Section 401(a) of the
Internal Revenue Code of 1986, as amended,
in which event the contributions made to
the plan by such employer shall be returned
to it;
(b) a contribution is made by such
employer by mistake of fact and such
contribution is returned to the employer
within one year after payment to the
trustee; or
(c) a contribution conditioned on the
deductibility thereof is disallowed as an
expense for federal income tax purposes and
such contribution (to the extent
disallowed) is returned to the employer
within one year after the disallowance of
the deduction.
Contributions may be returned to an employer pursuant to sub-
paragraph (a) above only if they are conditioned upon initial
qualification of the plan, and an application for determination
was made by the time prescribed by law for filing the employ-
er's Federal income tax return for the taxable year in which
the plan was adopted (or such later date as the Secretary of
the Treasury may prescribe). The amount of any contribution
that may be returned to an employer pursuant to subparagraph
(b) or (c) above must be reduced by any portion thereof previ-
ously distributed from the trust fund and by any losses of the
trust fund allocable thereto, and in no event may the return of
such contribution cause any participant's account balances to
be less than the amount of such balances had the contribution
not been made under the plan.
SECTION 5
Period of Participation
5.1. Settlement Date. A participant's "settlement
date" will be the date on which his employment with all of the
employers is terminated because of the first to occur of the
following:
(a) Normal or Late Retirement. The
date of the participant's retirement on or
after attaining age 65 years (his "normal
retirement age"). A participant's right to
his account balances shall be
nonforfeitable on and after his normal
retirement age. Notwithstanding the
foregoing, the normal retirement age shall
be age 60 for a participant who is employed
by an employer as a licensed airplane pilot
upon attainment of such age.
(b) Disability Retirement. The date
the participant is retired from the employ
of all of the employers at any age because
of disability (physical or mental), as
determined by a qualified physician
selected by the committee. A participant
will be considered disabled for the
purposes of this subparagraph if, on
account of a disability, he is no longer
capable of performing the duties assigned
to him by his employer.
(c) Death. The date of the participant's death.
(d) Resignation or Dismissal. The
date the participant resigns or is
dismissed from the employ of all of the
employers before he attains normal
retirement age and for a reason other than
disability retirement.
If a participant is transferred from employment with an employ-
er to employment with a controlled group member then, for the
purpose of determining when his settlement date occurs under
this subsection 5.l, his employment with such controlled group
member (or any controlled group member to which he is subse-
quently transferred) shall be considered as employment with the
employers.
5.2. Restricted Participation. When payment of all
of a participant's account balances is not made at his settle-
ment date, or during any period in which a participant is
transferred from employment with an employer to employment with
a controlled group member, the participant or his beneficiary
will be treated as a participant for all purposes of the plan,
except as follows:
(a) No basic contributions may be
made by the participant and the participant
will not share in matching contributions,
except as provided in subsection 6.7.
(b) The beneficiary of a deceased
participant cannot designate a beneficiary
under subsection 7.6.
SECTION 6
Investments and Accounting
6.1. Participants' Accounts. The committee will
maintain a "basic contribution account" in the name of each
participant which will reflect basic contributions made on his
behalf and a "matching contribution account" in the partici-
pant's name which will reflect his share of matching contribu-
tions under the plan. Each such account will be subdivided
into separate subaccounts to reflect the participant's inter-
est, if any, in each investment fund as described in subsection
6.2. The committee also may maintain such other accounts and
subaccounts in the names of participants or otherwise as they
consider advisable, including a "rollover account" for any
participant for whom an amount is received under subsection
6.13. Unless the content indicates otherwise, references in
the plan to a participant's "accounts" means all accounts main-
tained in his name under the plan.
6.2. Investment Funds. The trust fund will be di-
vided into separate investment funds, and a participant's ac-
counts will be invested in one or more of the investment funds,
as provided in subsections 6.3 and 6.4. The investment funds
will consist of the following:
(a) CIGNA Guaranteed Government
Securities Account. This fund will be
invested primarily in short-term U.S.
Treasury securities, obligations of
governmental agencies and repurchase
agreements collateralized by such Treasury
or government agency obligations.
(b) CIGNA Guaranteed Long-Term
Account. This fund will be invested
primarily in commercial mortgages, private
placements and publicly traded bonds and
short-term money market instruments for
cash flow management.
(c) CIGNA Separate Account - Fidelity
Advisor Income and Growth Fund. This fund
will be invested in the Fidelity Advisor
Income & Growth Fund, which invests
primarily in a combination of common and
preferred stocks, convertible securities
and bonds, but which may also invest in
foreign securities.
(d) CIGNA Stock Market Index Account.
This fund will be invested primarily in
common stocks reflecting the composition of
the Standard and Poor's 500 Composite Stock
Index.
(e) CIGNA Separate Account - Fidelity
Advisor Growth Opportunities Fund. This
fund will be invested in the Fidelity
Advisor Growth Opportunities Fund which in
invests primarily in common stocks and
securities convertible into common stock,
but which may also invest in all types of
securities (including foreign securities).
(f) ORI Stock Account. This fund
will be invested in common or preferred
stock of Old Republic ("Old Republic
stock").
One or more of the investment funds described in subparagraph
(a) through (e) above may be invested by the trustee through
the medium of an insurance contract (utilizing the general or
separate accounts of the insurance company) or a common, col-
lective or commingled trust fund maintained by a bank or trust
company which is invested generally in property of the kind
specified for the investment fund. The company, in its discre-
tion, may direct the trustee to establish such investment funds
or to terminate any of the investment funds as it shall from
time to time consider appropriate and in the best interests of
participants. The company also may direct the trustee to tem-
porarily invest contributions in a short-term investment fund
or cash transaction fund pending investment in an investment
fund in order to allow time for investment processing.
6.3. Elections by Participants. All employer match-
ing contributions made on behalf of a participant under the
plan will be invested in the ORI Stock Account. As of any
accounting date (as defined in subsection 6.5), a participant
may select one or more of the investment funds for investment
(in one percent increments) of his basic contribution account
and any future basic contributions to be credited to his ac-
count. During any period in which a participant fails to make
an election under this subsection 6.3, a participant's basic
contribution account and basic contributions made on his behalf
under the plan will be invested in the CIGNA Guaranteed Long-
Term Account. As of any accounting date, a participant may
elect to change his direction with respect to future basic
contributions to be invested in the investment funds. Any
election made under this subsection 6.3 shall be made at such
time and in such manner as the committee shall determine and
shall be effective only in accordance with such rules as the
committee shall establish. The committee shall be responsible
for carrying out the investment instructions of participants
and providing information to participants regarding the
investment funds.
6.4. Transfers Between Funds. As of any accounting
date (as defined in subsection 6.5), a participant may elect
that all or part of his basic contribution account in an in-
vestment fund (in one percent increments) shall be liquidated
and the proceeds thereof transferred to one or more of the
other investment funds; provided, however, no transfers may be
made to the Guaranteed Government Securities Account. Each
such election shall be made at such time and in such manner as
the committee shall determine, and shall be effective only in
accordance with such rules as shall be established from time to
time by the committee. For purposes of the foregoing transfers
between funds, in converting Old Republic stock to cash, or
vice versa, the value of Old Republic stock shall be determined
by the price at which Old Republic stock was acquired or sold
by the trustee in order to make such transfers.
6.5. Accounting Dates. The term "accounting date"
means each business day of each calendar year.
6.6. Adjustment of Participants' Accounts. Partici-
pants' accounts shall be adjusted in accordance with the fol-
lowing:
(a) The subaccounts of all
participants invested in the ORI Stock
Account shall be credited on each
accounting date with the shares of Old
Republic stock acquired since the preceding
accounting date with their basic
contributions, if any, invested in the ORI
Stock Account and their share of matching
contributions to be credited as of such
date under subsection 6.7.
(b) The net credit balances in the
subaccounts of all participants invested in
each other investment fund shall be
adjusted, upward or downward, pro rata, on
each accounting date so that the total of
the credit balances of such subaccounts
will equal the then net worth of such
funds. The "net worth" of such funds as at
any date means the then net worth of such
funds as determined in accordance with
procedures established by the committee.
(c) As of each accounting date
occurring on the last day of the plan year,
an administrative charge shall be charged
to such account of each participant as
shall be designated by the committee on a
uniform basis. The amount of such charge
for a plan year shall be determined by the
committee and communicated to participants
prior to the end of that year.
6.7. Crediting of Basic and Matching Contributions.
Subject to subsection 6.10, within a reasonable time after
receipt by the trust fund, each participant's basic contribu-
tions shall be credited to his basic contribution account and
each participant's matching contributions shall be credited to
his matching contribution account.
6.8. Dividends and Other Allocations. Any cash
dividends received with respect to Old Republic stock previous-
ly credited to participants shall be applied to purchase addi-
tional shares of Old Republic stock. Such dividends and the
additional shares (including fractional shares) subsequently
purchased with the dividends shall be allocated and credited to
the accounts of participants, pro rata, according to the shares
(including fractional shares) credited to the accounts of par-
ticipants on the applicable dividend record date. Any Old
Republic stock received as a stock split or stock dividend or
as a result of a reorganization or recapitalization of Old
Republic shall be allocated and credited to the accounts of
participants in proportion to the Old Republic stock previously
credited to their accounts.
6.9. Voting of Old Republic Stock; Tender Offers.
The company shall notify participants of each meeting of the
shareholders of Old Republic and shall furnish to them copies
of the proxy statements and other communications distributed to
shareholders in connection with any such meeting. The company
also shall notify the participants that they are entitled to
give the committee voting instructions as to the shares of Old
Republic stock credited to their accounts. If a participant
furnishes timely instructions to the committee, the committee
shall direct the trustee to vote (in person or by proxy) the
shares (including fractional shares) of Old Republic stock
credited to the participant's accounts in accordance with the
directions of the participant. The trustee shall not vote any
shares as to which voting instructions are not received from
participants, except that the committee, in its discretion may
direct the trustee to vote shares that are held by the trust,
but which have not been credited to a participant's account.
Similarly, the company shall notify participants of any tender
offer for, or a request or invitation for tenders of, Old Re-
public stock, and shall request from each participant instruc-
tions for the committee as to the tendering of Old Republic
stock credited to his accounts. The committee shall direct to
trustee to tender such Old Republic stock as to which it re-
ceives (within the time specified in the notification) instruc-
tions to tender. Any Old Republic stock allocated to the ac-
counts of participants as to which instructions not to tender
are received and as to which no instructions are received shall
not be tendered. With respect to unallocated shares of Old
Republic stock, the committee in its discretion may direct the
trustee to tender or refrain from tendering such shares.
6.10. 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 contribu-
tion 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 that 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 par-
ticipant because of the foregoing limitations shall be applied
to reduce employer contributions in succeeding plan years, in
order of time. In the case of any participant who was covered
by both a defined benefit plan and a defined 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 partici-
pant under the defined benefit plan will be limited first.
6.11. Charging Distributions. All payments made to
a participant or his beneficiary will be charged to the proper
account or subaccount of such participant when made.
6.12. Statement of Account. As soon as practicable
after the each June 30 and December 31, each participant will
be furnished with a statement reflecting the condition of his
accounts and subaccounts in the trust fund. The committee may,
but need not, furnish participants with such a statement on a
more frequent basis if they deem such greater frequency to be
desirable and practicable. No participant, except one autho-
rized by the committee, shall have the right to inspect the
records reflecting the accounts of any other participant.
6.13. Rollovers. At the direction of the committee,
and in accordance with such rules as the committee may estab-
lish from time to time, rollovers described in Section 402(c)
of the Internal Revenue Code, rollover contributions described
in Section 408(d)(3) of the Internal Revenue Code and benefits
of an employee under another plan which meets the requirements
of Section 401(a) of the Internal Revenue Code may be received
by the trustee, and will be credited to a rollover account
established in the name of the employee. Any amount received
by the trustee for an employee in accordance with the preceding
sentence shall be subject to participant elections made pursu-
ant to subsections 6.3 and 6.4, shall be adjusted from time to
time in accordance with subsection 6.6 and shall be fully vest-
ed in the employee for whom it is held under the plan.
6.14. Transition Rules. Notwithstanding any plan
provisions to the contrary, the following transition rules
shall apply with respect to plan investments and accounting:
(a) In the absence of an election by the
participant, the subaccounts of any participant
invested in the Equity Fund offered under the
plan immediately prior to January 1, 1994 (and
commonly referred to as the Growth and Income
Account) will be transferred effective as of
such date to the Income and Growth Fund, and the
subaccounts of any participant invested in the
Short-Term Fund offered under the plan immedi-
ately prior to January 1, 1994 (commonly re-
ferred to as the Guaranteed Short-Term Account)
will be transferred effective as of such date to
the Guaranteed Government Securities Account.
(b) The accounting provisions of the plan
in effect prior to January 1, 1994, including
procedures for participant investment elections
and any other plan provisions affected thereby,
shall continue to apply for any reasonable
period of time after January 1, 1994 as the
committee may consider necessary and desirable
for transition purposes until the committee
fully implements the revisions in this Section
6.
SECTION 7
Payment of Account Balances
7.1. Retirement or Death. If a participant's em-
ployment with all of the employers is terminated because of
retirement under subparagraph 5.1(a) or (b), or if a partici-
pant dies while in the employ of an employer, the balances in
the participant's matching contribution account and basic con-
tribution account shall be nonforfeitable and shall be distrib-
utable to him, or in the event of his death to his beneficiary,
within a reasonable time after his settlement date, in accor-
dance with subsection 7.4.
7.2. Resignation or Dismissal. If a participant
resigns or is dismissed from the employ of all of the employers
before retirement under subparagraph 5.l(a) or (b), the balance
in his basic contribution account shall be nonforfeitable, and
the balance in his matching contribution account on the date as
of which distribution is to be made will be multiplied by the
applicable percentage (his "vested percentage") from the fol-
lowing table based upon the participant's number of years of
service:
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%
Such adjustments will be made within a reasonable time after
his settlement date, and the balance in the participant's basic
contribution account and the resulting balance in his matching
contribution account will be distributable to the participant
in accordance with subsection 7.4. A "year of service" shall
mean any calendar year in which the participant has completed
at least l,000 hours of service, except that for purposes of
this subsection, years of service before the year in which the
participant attains age 18 and years of service in which the
employee was eligible to elect to participate in this plan but
did not so elect for any part of such year shall be disregard-
ed. A period of concurrent employment with two or more employ-
ers or controlled group members will be considered as employ-
ment with only one of them during the period. Notwithstanding
the foregoing, termination of employment of a participant with
an employer or a controlled group member will not interrupt his
service for vesting computation purposes if, concurrently with
or immediately after such termination, he is employed by one or
more other employers or controlled group members.
7.3. Remainders. The amount by which a partici-
pant's matching contribution account is reduced under subsec-
tion 7.2 shall be a "remainder." Within a reasonable time
after a participant's settlement date, any remainder shall be
liquidated and invested in the CIGNA Guaranteed Long-Term Ac-
count for not more than thirty days after the end of the pay-
roll period coincident with or next following the participant's
settlement date, and then shall be applied to reduce employers'
matching contributions. Earnings on such remainders will be
applied to reduce employer's matching contributions on a quar-
terly basis. 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 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.
7.4. Manner of Distribution. Within a reasonable
time after a participant's settlement date, and subject to the
conditions set forth below, distribution of the net credit
balances in the participant's accounts will be made to or for
the benefit of the participant, or in the case of his death, to
or for the benefit of his beneficiary, effective January 1,
1989, by one or more of the following methods:
(a) by payment in a lump sum (subject
to subsection 7.7); or
(b) by purchase of a retirement
annuity from the insurance company, with
such provisions as the committee
determines, 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
required commencement date (as
described below). 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-annui-
tant).
(iv) An annuity
contract may be assigned or
transferred by the trustee 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
nontransferable except by
surrender to the issuing
company.
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 life 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 annuity payments 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 partici-
pant's "required commencement date." Except as provided in
subsections 7.5 and 7.7, a participant may select, in accor-
dance with such rules as the committee may establish, the meth-
od by which his benefits will be distributed to him; a partici-
pant, if he so desires, may direct how his benefits are to be
paid to his beneficiary; and the committee, after consulting
with the beneficiary, shall select the method of distributing
the participant's benefits to his beneficiary if the partici-
pant has not filed a direction with the committee. 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 settle-
ment date occurs or, if later, within 60 days of the date on
which the amount of the payment can be ascertained by the com-
mittee. Notwithstanding the foregoing, if the value of the
participant's vested account balances is not greater than
$3,500, the participant will receive a lump-sum distribution,
and if such value exceeds $3,500, no distribution will be made
to him prior to the participant's required commencement date
unless he consents thereto. The notice required in connection
with such consent by section 1.411(a)-11(c) of the Income Tax
Regulations shall be given to a participant no less than 30
days and no more than 90 days before the participant's annuity
starting date (as defined in Section 417(f) of the Internal
Revenue Code). If a distribution is one to which sections
401(a)(11) and 417 of the Internal Revenue Code do not apply,
such distribution may commence less than 30 days after the
notice required under section 1.411(a)-11(c) of the Income Tax
regulations is given, provided that:
(1) the committee clearly informs the participant
that the participant has a right to a period of at
least 30 days after receiving the notice to consider
the decision of whether or not to elect a
distribution (and, if applicable, a particular
distribution option), and
(2) the participant, after receiving the notice,
affirmatively elects a distribution.
Amounts not distributed in any plan year in accordance with the
preceding sentences will be deemed to be deferred for
distribution in a later plan year pursuant to the election of
the participant. In the event a participant fails to make the
required elections regarding distribution of his benefits
within a reasonable time established by the committee in order
for distributions or payments to be made by the participant's
required commencement date, the participant will be deemed to
have elected a lump-sum cash distribution subject to applicable
federal income tax withholding.
7.5. Joint and Survivor Annuity. If a married par-
ticipant'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(b) 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 effec-
tive only if (i) the participant's spouse consents to the elec-
tion in writing, (ii) such election designates a beneficiary or
form of payment which may not be changed without spousal con-
sent 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 plan representative or
notary public. The joint and survivor annuity form of payment
shall provide for monthly payments for the life of the partici-
pant with a survivor annuity for the life of his spouse in an
amount equal to one-half of the amount of annuity payable dur-
ing the joint lives of the participant and his spouse. At
least nine months prior to the date as of which a married par-
ticipant will attain normal retirement age (or as of such ear-
lier date that a decision is made to distribute a married par-
ticipant's account by purchase of an annuity), the committee
shall furnish him with a written explanation of the terms and
conditions of the joint and survivor annuity; the effect of an
election not to receive his benefits in that form of 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 election. An election not to receive distribution of an
annuity in the joint and survivor form must be in writing on a
form provided by the committee, 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 com-
mencement of his benefits.
7.6. Designation of Beneficiary. Each participant
from time to time, by signing a form furnished by the commit-
tee, may designate any person or persons (who may be designated
concurrently, contingently or successively) to whom his bene-
fits 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 committee while the par-
ticipant is alive and will cancel all beneficiary designations
forms previously filed with the committee. Notwithstanding the
foregoing, if a participant dies 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 committee and must acknowledge the effect of the election
and be witnessed by a committee member 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 par-
ticipant'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 designated beneficiary
dies before him or before complete payment of the participant's
benefits, the committee, in its 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
committee determines; 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 represen-
tative acting in a fiduciary capacity) designated by a partici-
pant as his beneficiary in the last effective beneficiary des-
ignation form filed with the committee 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 partici-
pant's benefits are payable under this subsection.
7.7. Distribution of Old Republic Stock. The dis-
tribution of a participant's matching contribution account and
any portion of his basic contribution account which is invested
in the ORI Stock Account will be distributed in the form of Old
Republic stock unless the participant (or beneficiary who is to
receive the distribution) elects to receive the distribution in
the form of cash. The distribution of any portion of a partic-
ipant's basic contribution account which is not invested in the
ORI Stock Account will be distributed in cash unless the par-
ticipant (or beneficiary who is to receive the distribution)
elects to receive the distribution in the form of Old Republic
stock. If the participant or his beneficiary is to receive a
distribution in the form of Old Republic stock, fractional
shares nevertheless will be paid in cash. In converting Old
Republic stock to cash, or vice versa, for purposes of this
subsection, the value of Old Republic stock shall be determined
by the price at which Old Republic stock was acquired or sold
by the trustee in order to make such distribution.
7.8. Missing Participants or Beneficiaries. Each
participant and each designated beneficiary must file with the
committee from time to time in writing his post office address
and each change of post office address. Any communication,
statement or notice addressed to a participant or beneficiary
at his last post office address filed with the committee, or if
no address is filed with the committee then, in the case of a
participant, at his last post office address as shown on the
employers' records, will be binding on the participant and his
beneficiary for all purposes of the plan. Neither the employ-
ers nor the committee will be required to search for or locate
a participant or beneficiary. If the committee notifies a
participant or beneficiary that he is entitled to a payment and
also notify him of the provisions of this subsection, and the
participant or beneficiary fails to claim his benefits or make
his whereabouts known to the committee within three years after
the notification, the benefits of the participant or beneficia-
ry will be disposed of as follows:
(a) If the whereabouts of the
participant then is unknown to the
committee but the whereabouts of the
participant's designated beneficiary then
is known to the committee, payment will be
made to the designated beneficiary;
(b) If the whereabouts of the
participant and the participant's
designated beneficiary then is unknown to
the committee but the whereabouts of one or
more relatives by blood, adoption or
marriage of the participant is known to the
committee, the committee may direct payment
of the participant's benefits to one or
more of such relatives and in such
proportions as the committee decides; or
(c) If the whereabouts of such
relatives and the participant's designated
beneficiary then is unknown to the
committee, the benefits of such participant
or beneficiary will be disposed of in an
equitable manner permitted by law under
rules adopted by the committee.
7.9. Facility of Payment. When a person entitled to
benefits under the plan is under legal disability, or, in the
committee's opinion, is in any way incapacitated so as to be
unable to manage his financial affairs, the committee may di-
rect payment of the benefits to such person's legal representa-
tive, or to a relative or friend of such person for such per-
son's benefit, or the committee may direct the application of
such benefits for the benefit of such person. Any payment made
in accordance with the preceding sentence shall be a full and
complete discharge of any liability for such payment under 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 committee and subject to a
determination by the committee 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 residence; 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 committee determines that
a financial hardship exists, the
participant must represent to the committee
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) in-
cluding 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
(iv) loans from
commercial sources on
reasonable commercial terms.
(c) If the committee determines that
the foregoing requirements have been
satisfied, the committee will determine the
amount of the withdrawal necessary to
satisfy the hardship need of the
participant and will direct the trustee to
distribute such amount to the participant.
The amount of any withdrawal may be
adjusted to take into account federal
income taxes required to be withheld from
the withdrawal.
No withdrawal shall be permitted under this subsection 7.10
until the vested balance in the participant's matching contri-
bution account and his rollover account, if any, 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
and Rollover Account. A participant may elect a withdrawal of
all or any portion of the vested balance in his matching con-
tribution account and his rollover account in accordance with
applicable rules established by the committee provided that the
committee determines that a bona fide financial hardship ex-
ists, as described in subparagraph 7.10(a) above. If the com-
mittee determines that a financial hardship exists, the commit-
tee will direct the trustee to distribute the amount requested
to the participant.
7.12. Direct Transfer of Eligible Rollover Distribu-
tions. This subsection 7.12 applies to distributions made on
or after January 1, 1993.
(a) Notwithstanding any provision of
the plan to the contrary that would
otherwise limit a distributee's election
under this subsection 7.12, a distributee
may elect, at the time and in the manner
prescribed by the committee, to have any
portion of an eligible rollover
distribution paid directly to an eligible
retirement plan specified by the
distributee in a direct rollover.
(b) An eligible rollover distribution
is any distribution of all or any portion
of the balance to the credit of the
distributee, except that an eligible
rollover distribution does not include:
any distribution that is one of a series of
substantially equal periodic payments (not
less frequently than annually) made for the
life (or life expectancy) of the
distributee or the joint lives (or joint
life expectancies) of the distributee and
the distributee's designated beneficiary,
or for a specified period of ten years or
more; and any distribution to the extent
such distribution is required under section
401(a)(9) of the Internal Revenue Code.
(c) An eligible retirement plan is an
individual retirement account described in
section 408(a) of the Internal Revenue
Code, an individual retirement annuity
described in section 408(b) of the Internal
Revenue Code or a qualified trust described
in section 401(a) of the Internal Revenue
Code, that accepts the distributee's
eligible rollover distribution. However,
in the case of an eligible rollover
distribution to the surviving spouse, an
eligible retirement plan is an individual
retirement account or individual retirement
annuity.
(d) A distributee includes an
employee or former employee. In addition,
the employee's or former employee's
surviving spouse and the employee's or
former employee's spouse or former spouse
who is the alternate payee under a
qualified domestic relations order, as
defined in section 414(p) of the Internal
Revenue Code, are distributees with regard
to the interest of the spouse or former
spouse.
(e) A direct rollover is a payment by
the plan to the eligible retirement plan
specified by the distributee.
SECTION 8
Reemployment
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 reem-
ployed by an employer, he may elect to again become a partici-
pant 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 reduc-
tion authorization in effect at the time of his termination, he
may elect to again become a participant as of his date of re-
hire. 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 ac-
crued prior to his termination shall be disregarded for purpos-
es 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.
8.2. Reinstatement of Remainder. If a participant
whose employment had terminated because of resignation or dis-
missal 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 accounting date coincident with or next following his
date of reemployment as of which matching contributions are to
be credited under subsection 6.7. Remainders that are again to
be credited to a participant's matching contribution account as
of a 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 that
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 addi-
tional amount as is necessary to make up the difference. If
such participant's subsequent settlement date occurs because of
resignation or dismissal and the participant is not entitled to
the full balance in his matching contribution account, the
amount distributed under subsection 7.4 from his matching con-
tribution account will be determined in accordance with the
following:
(a) First, the amount of the
distribution received by the participant
from his matching contribution account
because of his prior resignation or
dismissal shall be added to the balance in
his matching contribution account as of the
accounting date coincident with or next
preceding his subsequent settlement date.
(b) Next, the amount determined under
subparagraph (a) above shall be multiplied
by the vesting percentage applicable at his
subsequent settlement date under subsection
7.2.
(c) Finally, the amount determined
under subparagraph (b) above shall be
reduced by the amount of the distribution
received by the participant from his
matching contribution account because of
his prior resignation or dismissal.
The remaining portion of the participant's matching contribu-
tion account will be treated as a remainder and will be subject
to the provisions of subsection 7.3.
SECTION 9
The Committee
9.1. Membership. A committee consisting of three or
more persons (who may but need not be employees of the employ-
ers) shall be appointed by the company. The Secretary of the
company shall certify to the trustee from time to time the
appointment to (and termination of) office of each member of
the committee and the person who is selected as secretary of
the committee.
9.2. Committee's General Powers, Rights and Duties.
Except as otherwise specifically provided and in addition to
the powers, rights and duties specifically given to the commit-
tee elsewhere in the plan and the trust agreement, the commit-
tee shall have the following discretionary powers, rights and
duties:
(a) To select a secretary, if it
believes it advisable, who may but need not
be a committee member.
(b) To construe and interpret the
provisions of the plan and make factual
determinations thereunder, including the
power to determine the rights or
eligibility of employees or participants
and any other persons, and the amounts of
their benefits under the plan, and to
remedy ambiguities, inconsistencies or
omissions, and such determinations shall be
binding on all parties.
(c) To adopt such rules of procedure
and regulations as in its opinion may be
necessary for the proper and efficient
administration of the plan and as are
consistent with the plan and trust
agreement.
(d) To enforce the plan in accordance
with the terms of the plan and the trust
agreement and the rules and regulations
adopted by the committee as above.
(e) To direct the trustee in respect
to payments or distributions from the trust
fund in accordance with the provisions of
the plan.
(f) To furnish the employers with
such information as may be required by them
for tax or other purposes in connection
with the plan.
(g) To employ agents, attorneys,
accountants or other persons (who also may
be employed by the employers) and to
allocate or delegate to them such powers,
rights and duties as the committee may
consider necessary or advisable to properly
carry out administration of the plan,
provided that such allocation or delegation
and the acceptance thereof by such agents,
attorneys, accountants or other persons,
shall be in writing.
9.3. Manner of Action. During a period in which two
or more committee members are acting, the following provisions
apply where the context admits:
(a) A committee member by writing may
delegate any or all of his rights, powers,
duties and discretions to any other member,
with the consent of the latter.
(b) The committee members may act by
meeting or by writing signed without
meeting, and may sign any document by
signing one document or concurrent
documents.
(c) An action or a decision of a
majority of the members of the committee as
to a matter shall be as effective as if
taken or made by all members of the
committee.
(d) If, because of the number
qualified to act, there is an even division
of opinion among the committee members as
to a matter, a disinterested party selected
by the committee shall decide the matter
and his decision shall control.
(e) Except as otherwise provided by
law, no member of the committee shall be
liable or responsible for an act or
omission of the other committee members in
which the former has not concurred.
(f) The certificate of the secretary
of the committee or of a majority of the
committee members that the committee has
taken or authorized any action shall be
conclusive in favor of any person relying
on the certificate.
9.4. Interested Committee Member. If a member of
the committee is also a participant in the plan, he may not
decide or determine any matter or question concerning distribu-
tions of any kind to be made to him or the nature or mode of
settlement of his benefits unless such decision or determina-
tion could be made by him under the plan if he were not serving
on the committee.
9.5. Resignation or Removal of Committee Members. A
member of the committee may be removed by the company at any
time by 10 days' prior written notice to him and the other
members of the committee. A member of the committee may resign
at any time by giving 10 days' prior written notice to the
company and the other members of the committee. The company
may fill any vacancy in the membership of the committee; pro-
vided, however, that if a vacancy reduces the membership of the
committee to less than three, such vacancy shall be filled as
soon as practicable. The company shall give prompt written
notice thereof to the other members of the committee. Until
any such vacancy is filled, the remaining members may exercise
all of the powers, rights and duties conferred on the commit-
tee.
9.6. Committee Expenses. All costs, charges and
expenses reasonably incurred by the committee will be paid by
the employers in such proportions as the company may direct.
No compensation will be paid to a committee member as such.
9.7. Information Required by Committee. Each person
entitled to benefits under the plan shall furnish the committee
with such documents, evidence, data or information as the com-
mittee considers necessary or desirable for the purpose of
administering the plan. The employers shall furnish the com-
mittee with such data and information as the committee may deem
necessary or desirable in order to administer the plan. The
records of the employers as to an employee's or participant's
period of employment, hours of service, termination of employ-
ment and the reason therefor, leave of absence, reemployment
and earnings will be conclusive on all persons unless deter-
mined to the committee's satisfaction to be incorrect.
9.8. Uniform Rules. The committee shall administer
the plan on a reasonable and nondiscriminatory basis and shall
apply uniform rules to all persons similarly situated.
9.9. Review of Benefit Determinations. The commit-
tee will provide notice in writing to any participant or bene-
ficiary whose claim for benefits under the plan is denied and
the committee shall afford such participant or beneficiary a
full and fair review of its decision if so requested.
9.10. Committee's Decision Final. Subject to appli-
cable law, any interpretation of the provisions of the plan and
any decisions on any matter within the discretion of the com-
mittee made by the committee in good faith shall be binding on
all persons. A misstatement or other mistake of fact shall be
corrected when it becomes known and the committee shall make
such adjustment on account thereof as it considers equitable
and practicable.
SECTION 10
General Provisions
10.1. Additional Employers. Any subsidiary or af-
filiate of the company may adopt the plan and become a party to
the trust agreement by:
(a) Filing with the company a written
instrument to that effect; and
(b) Filing with the company a written
instrument by which the Executive Committee
of the company consents to such action.
10.2. Action by Employers. Any action required or
permitted to be taken by an employer under the plan shall be by
resolution of its Board of Directors, by resolution of a duly
authorized committee of its Board of Directors, or by a person
or persons authorized by resolution of its Board of Directors
or such committee.
10.3. Waiver of Notice. Any notice required under
the plan may be waived by the person entitled to such notice.
10.4. Gender and Number. Where the context admits,
words in the masculine gender shall include the feminine and
neuter genders, the singular shall include the plural, and the
plural shall include the singular.
10.5. Controlling Law. Except to the extent super-
seded by laws of the United States, the laws of Illinois shall
be controlling in all matters relating to the plan.
10.6. Employment Rights. The plan does not consti-
tute a contract of employment, and participation in the plan
will not give any employee the right to be retained in the
employ of his employer, nor any right or claim to any benefit
under the plan, unless such right or claim has specifically
accrued under the terms of the plan.
10.7. Litigation by Participants. If a legal action
begun against the trustee, an employer or the committee or any
member thereof by or on behalf of any person results adversely
to that person, or if a legal action arises because of con-
flicting claims to a participant's or other person's benefits,
the cost to the trustee, the employers or the committee or any
member thereof of defending the action will be charged to the
extent permitted by law to the sums, if any, which were in-
volved in the action or were payable to the person concerned.
10.8. 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 domes-
tic relations order as defined in Section 414(p) of the Inter-
nal Revenue Code, may not be voluntarily or involuntarily sold,
transferred, alienated, assigned or encumbered.
10.9. Absence of Guaranty. Neither the committee
nor the employers in any way guarantee the trust fund from loss
or depreciation. The liability of the trustee or the committee
to make any payment under the plan will be limited to the as-
sets held by the trustees which are available for that purpose.
10.10. Evidence. Evidence required of anyone under
the plan may be by certificate, affidavit, document or other
information which the person acting on it considers pertinent
and reliable, and signed, made or presented by the proper party
or parties.
SECTION 11
Amendment and Termination
11.1. Amendment. While the employers expect and
intend to continue the plan, the company reserves the right to
amend the plan from time to time in whole or in part with the
consent of the Executive Committee of the company, except as
follows:
(a) The duties and liabilities of the
committee cannot be changed substantially
without its consent;
(b) No amendment shall reduce the
value of a participant's benefits to less
than the amount he would be entitled to
receive if he had resigned from the employ
of all of the employers on the date of the
amendment; and
(c) Except as provided in Section 4,
under no conditions shall an amendment
result in the return or repayment to any
employer of any part of the trust fund or
the income from it or result in the
distribution of the trust fund for the
benefit of anyone other than persons
entitled to benefits under the plan.
11.2. Termination. The plan will terminate as to
all employers on any date specified by the company with the
consent of the Executive Committee of the company if thirty
days' advance written notice of the termination is given to the
committee, the trustee and the other employers. The plan will
terminate as to an individual employer on the first to occur of
the following:
(a) The date it is terminated by that
employer if 30 days' advance written notice
of the termination is given to the
committee, the trustee and the other
employers.
(b) The date that employer is
judicially declared bankrupt or insolvent.
(c) The date that employer completely
discontinues its contributions under the
plan.
(d) The dissolution, merger, consolidation
or reorganization of that employer, or the sale
by that employer of all or substantially all of
its assets, except that:
(i) in any such
event arrangements may be made
with the consent of the company
with the consent of the
Executive Committee of the
company whereby the plan will
be continued by any successor
to that employer or any
purchaser of all or substan-
tially all of its assets, in
which case the successor or
purchaser will be substituted
for that employer under the
plan and the trust agreement;
and
(ii) if an employer
is merged, dissolved, or in any
other way reorganized into, or
consolidated with, any other
employer, the plan as applied
to the former employer will
automatically continue in
effect without a termination
thereof.
11.3. Vesting and Distribution on Termination. If
the plan as applied to all of the employers is terminated or
partially terminated for any reason, then, after all adjust-
ments then required as of the date of such termination or par-
tial termination have been made, each affected participant's
benefits will be nonforfeitable. If, on termination of the
plan, the participant remains an employee of an employer, the
amount of his benefits shall be retained in the trust fund
until his termination of employment with all of the employers
and then shall be paid to him in accordance with the provisions
of subsection 7.4. In the event that the participant's employ-
ment with all of the employers is terminated coincident with
the termination of the plan, his benefits shall be paid to him
in a lump sum.
11.4. Notice of Amendment or Termination. Partici-
pants will be notified of an amendment or termination of the
plan within a reasonable time.
11.5. Plan Merger, Consolidation, Etc. In the case
of any merger or consolidation with, or transfer of assets or
liabilities to, any other plan, each participant's benefits if
the plan terminated immediately after such merger, consolida-
tion or transfer shall be equal to or greater than the benefits
he would have been entitled to receive if the plan had termi-
nated immediately before the merger, consolidation or transfer.
SUPPLEMENT A
Special Rules for Top-Heavy Plans
A-1. Purpose and Effect.
The purpose of this Supplement A is to comply with the
requirements of Section 416 of the Internal Revenue Code of
1954. The provisions of this Supplement A shall be effective
for each plan year beginning after December 31, 1983 in which
the plan is a "top-heavy plan" within the meaning of Section
416(g) of the Internal Revenue Code.
A-2. Top-Heavy Plan.
In general, the plan will be a top-heavy plan for any plan year
if, as of the last day of the preceding plan year (the
"determination date"), the aggregate account balances of
participants who are key employees (as defined in Section
416(i)(1) of the Internal Revenue Code) exceed 60 percent of
the aggregate account balances of all participants. In making
the foregoing determination, the following special rules shall
apply:
(a) A participant's account balances
shall be increased by the aggregate
distributions, if any, made with respect to
the participant during the 5-year period
ending on the determination date.
(b) The account balances of a
participant who was previously a key
employee, but who is no longer a key
employee, shall be disregarded.
(c) The accounts of a beneficiary of
a participant shall be considered accounts
of the participant.
(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.
A-3. Key Employee. In general, a "key employee" is an
employee who, at any time during the 5-year period ending on
the determination date, is:
(a) an officer of an employer
receiving annual compensation greater than
150% of the limitation in effect under
Section 415(c)(1)(A) of the Internal
Revenue Code; provided, that for purposes
of this subparagraph (a), no more than 50
employees of the employers (or, if lesser,
the greater of 3 employees or 10 percent of
the employees) shall be treated as
officers;
(b) one of the ten employees
receiving annual compensation from the
employers of more than the limitation in
effect under Section 415(c)(1)(A) of the
Internal Revenue Code and owning the
largest interests in the employers;
(c) a 5 percent owner of an employer; or
(d) a 1 percent owner of an employer
receiving annual compensation from the
company of more than $150,000.
A-4. Minimum Vesting. For any plan year in which the
plan is a top-heavy plan, a participant's vested percentage in
his matching contribution account shall not be less than the
percentage determined under the following table:
Years of Service Vested Percentage
Less than 2 0
2 20
3 40
4 60
5 80
6 or more 100
If the foregoing provisions of this paragraph A-4 become effec-
tive, and the plan subsequently ceases to be a top-heavy plan,
each participant who has then completed five or more years of
service may elect to continue to have the vested percentage of
his matching contribution account determined under the provi-
sions of this paragraph A-4.
A-5. Minimum Employer Contribution. For any plan year
in which the plan is a top-heavy plan, the employer con-
tribution and remainders, if any, credited to each participant
who is not a key employee shall not be less than 3 percent of
such participant's compensation for that year. In no event,
however, shall the employer contribution and remainders credit-
ed in any year to a participant who is not a key employee (ex-
pressed as a percentage of such participant's compensation)
credited in that year to a key employee (expressed as a per-
centage of such key employee's compensation). 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.
A-6. Aggregation of Plans. In accordance with Section
416(g)(2) of the Internal Revenue Code, other plans maintained
by the employers may be required or permitted to be aggregated
with this plan for purposes of determining whether the plan is
a top-heavy plan.
A-7. No Duplication of Benefits. If the employers
maintain more than one plan, the minimum employer contribution
otherwise required under paragraph A-5 above may be reduced in
accordance with regulations of the Secretary of the Treasury to
prevent inappropriate duplication of minimum contributions or
benefits.
A-8. Adjustment of Combined Benefit Limitations. For
any plan year in which the plan is a top-heavy plan, par-
ticipants' benefits will be adjusted to the extent necessary to
comply with the combined benefit limitations in Sections 415(e)
and 416(h) of the Internal Revenue Code.
A-9. Use of Terms. All terms and provisions of the
plan shall apply to this Supplement A, except that where the
terms and provisions of the plan and this Supplement A con-
flict, the terms and provisions of this Supplement A shall
govern.
SUPPLEMENT B
Transfer to
Great West Casualty Company
Profit Sharing Plan
B-1. Introduction; Purpose. Great West Casualty
Company ("Great West"), an employer, maintains Great West Casu-
alty Company Profit Sharing Plan (the "Great West Plan"). The
purpose of this Supplement B is to provide for the transfer of
a portion of the plan to the Great West Plan.
B-2. Transfer of Plan. Effective as of the close of
business of the company on December 31, 1993 (the "Transfer
Date") the portion of the plan attributable to participants
employed by Great West, Joe Morten & Son, Inc.,
Dornberger/Berry & Company, Midwest Insurance, Inc., Motor-
Ways, Inc., National Adjustment Company and Truckmen's
Underwriters Agency, Inc. (referred to collectively herein as
the "Transferred Companies") will be transferred to the Great
West Plan, and the Transferred Companies shall cease to be
employers hereunder. Participants employed by the Transferred
Companies shall be referred to herein as "Great West
Participants," and shall include participants whose employment
with the Transferred Companies previously had terminated but
who had not received distribution of their entire benefits
under the plan.
B-3. Transfer of Assets. By agreement made on June 7,
1983, the company established the Bitco Savings Trust (the
"trust") to serve as the funding vehicle for the plan. The
assets of the trust equal to the account balances of Great West
Participants (determined as of the Transfer Date, after the
adjustments provided for under subsection 6.6 have been made)
shall be transferred to the trustees of Great West Casualty
Company Profit Sharing Trust (the "Great West Trust"), which
serves as the funding vehicle for the Great West Plan, on or as
soon as practicable after the Transfer Date, but in no event
earlier than thirty days after the Internal Revenue Service has
been notified of such transfer in accordance with Section
6058(b) of the Internal Revenue Code. Such transfer of assets
shall be made in accordance with Sections 401(a)(12) and 414(l)
of the Internal Revenue Code and the regulations thereunder.
Upon acceptance by the trustees under the Great West Trust, the
plan and trust shall have no further liability to Great West
Participants or their beneficiaries with respect thereto. Any
account balances of the Great West Participants invested in Old
Republic stock will be transferred in kind. All assets
transferred to the Great West Plan and the Great West Trust
shall be held, administered and distributed in accordance with
the terms thereof, the Code (including, but not limited to,
Section 411(d)(6) thereof) and any applicable regulations
thereunder.
B-4. Transfer of Records. As soon as practicable after
the Transfer Date, the committee shall transfer to the trustees
responsible for the administration of the Great West Plan all
administrative records maintained with respect to Great West
Participants.
B-5. Use of Terms. Terms used in this Supplement B
with respect to the Great West Plan and terms used in this
Supplement B with respect to the plan shall, unless defined in
this Supplement B, have the meanings of those terms as defined
in the Great West Plan or the plan, as the case may be. All of
the terms and provisions of the plan shall apply to this Sup-
plement B except where the terms of the plan and this Supple-
ment B conflict, the terms of this Supplement B shall govern."
EXHIBIT 6
TRUST AGREEMENT
Establishing
the
BITUMINOUS 401(k) SAVINGS TRUST
by and between
BITUMINOUS CASUALTY CORPORATION
and
CG Trust Company
TABLE OF CONTENTS
PAGE
Section 1 Establishment of Trust 1
Section 2 General Duties of the Employers and 2
Committee; Indemnification
Section 3 General Duties of Trustee 3
Section 4 Power and Duties of Trustee with Respect 3
to Trust Fund
Section 4A Investment Managers 4
Section 5 Payment of Taxes 5
Section 6 Disbursement of Trust Funds 5
Section 7 Expenses and Compensation of Trustee 5
Section 8 Expenses of the Plan and Trust Fund 5
Section 9 Accounts of the Trustee 5
Section 10 Resignation, Removal and Substitution 6
of Trustee
Section 11 Amendment and Termination of Trust 6
Section 12 Miscellaneous Provisions 7
Section 13 Additional Employees 8
Exhibit A Schedule of Trust Assets 9
THIS TRUST AGREEMENT, by and between Bituminous Casualty Corporation,
(hereinafter called the "Company"), and CG TRUST COMPANY, a trust company
organized under the laws of the State of Illinois with its principal office
and place of business in the City of Chicago, Illinois (hereinafter called
the "Trustee").
WITNESSETH:
WHEREAS, the Company has established or adopted for its eligible
employees the Bitco Savings Plan, which plan will be amended and restated
effective January 1, 1994 as the Bituminous 401(k) Savings Plan (hereinafter
called the "Plan"); and
WHEREAS, the Plan is administered by a committee (the "Committee")
appointed by the Company pursuant to the terms of the Plan; and
WHEREAS, the Company desires the Trustee to hold Plan funds and the
Trustee is willing to hold such funds pursuant to the terms of this Trust
Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto do hereby mutually declare and agree as
follows:
Section 1: Establishment of Trust.
(a) In order to carry out the purposes of the Plan, the Company hereby
creates and establishes a trust to be known as the Bituminous 401(k) Savings
Trust (hereinafter called the "Trust" or "Trust Fund"). The Trustee accepts
this Trust and agrees to act as Trustee hereunder, but only on the terms and
conditions set forth in this Trust Agreement. Subject to the terms and
conditions of this Trust Agreement, all right, title and interest in and to
the estate of the Trust Fund shall be vested exclusively in the Trustee.
This Trust shall be effective on January 1, 1994 or, if later, the date
executed on behalf of the Trustee. This Trust Agreement constitutes an
amendment and restatement of the Bitco Savings Trust and is intended to
implement the Plan and form a part of it.
(b) The Trust Fund shall include only those assets which the Trustee
accepts and which are identified on Exhibit A. Common stock of Old Republic
International Corporation included in the Trust Fund shall be referred to
herein as "Old Republic Stock." Only assets actually received by the Trustee
will become part of the Trust Fund. The Company acknowledges and agrees that
it is responsible for effectuating the transfer of any assets held by a prior
trustee or custodian to the Trustee. All assets so received, together with
the income therefrom and any other increment thereon, shall be held by the
Trustee pursuant to the terms of this Trust Agreement without distinction
between principal and income and without liability for the payment of
interest thereon.
(c) The Committee, the Company, the Trustee, any Investment Manager
appointed pursuant to Section 4A and any other fiduciaries with respect to
the Plan or Trust shall discharge their duties thereunder solely in the
interest of participants and beneficiaries, for the exclusive purpose of
providing their benefits and defraying reasonable expenses of Plan and Trust
administration, with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of
a like character and with like aims.
(d) The Company and each other corporation that has adopted or
hereafter adopts the Plan in accordance with the Plan shall be referred to
herein collectively as the "Employers" and sometimes individually as an
"Employer."
Section 2: General Duties of the Employers and Committee;
Indemnification.
(a) The Committee shall control and manage the operation of the Plan.
The Committee shall be responsible for determining benefit rights under the
Plan, instructing the Trustee in the disbursement of benefits, soliciting Old
Republic stock voting instructions from participants,directing the Trustee in
voting Old Republic stock proxies and performing those plan administration
functions specified in the Plan.
(b) The Employers shall act as custodian with respect to promissory
notes, mortgages and related documents given in connection with Plan loans
(if permitted under the terms of the Plan), if any, and the Employers shall
hold in safekeeping all such promissory notes, mortgages and related
documents.
(c) The Trustee shall be fully protected and shall incur no liability
in acting in reliance upon the instructions or directions of an Investment
Manager, the Company or the Committee, or any delegate of the Company or the
Committee. In addition, the Trustee shall be entitled to rely on directions
given by a Plan participant, where the Plan provisions permit such direction.
The participant shall be regarded as the delegate of the Committee for
purposes of this Agreement and any reference herein to directions or
instructions from the Committee shall include directions or instructions from
any delegate of the Committee including Plan participants.
(d) To the extent permitted by law, none of the Trustee, any present or
former Committee member, nor any person who is or was a director, officer, or
employee of an Employer, shall be personally liable for any act done or
omitted to be done in good faith in the administration of the Plan or this
Trust. Any employee of an Employer to whom the Committee or the Company has
delegated any portion of its responsibilities under the Plan, any person who
is or was a director or officer of an Employer, members and former members of
the Committee, and each of them, shall, to the extent permitted by law, be
indemnified and saved harmless by the Employers (to the extent not
indemnified or saved harmless under any liability insurance or other
indemnification arrangement with respect to the Plan or this Trust) from and
against any and all liability (including any judgments, losses, damages,
civil penalties, excise taxes, interest and any other form of liability of
any kind) or claim of liability (as defined above and including any
investigatory action) to which they may be subjected by reason of any act
done or omitted to be done in good faith in connection with the
administration of the Plan or this Trust or the investment of the Trust Fund,
including all expenses reasonably incurred in their defense if the Employers
fail to provide such defense after having been requested to do so in writing.
The Trustee shall be indemnified and saved harmless by the Employers (to the
extent not indemnified or saved harmless under any liability insurance or
other indemnification arrangement with respect to the Plan or this Trust)
only with respect to liability or claim of liability to which the Trustee
shall be subjected by reason of its good faith compliance with any directions
given in accordance with the provisions of the Plan or this Trust by the an
Investment Manager, the Company or the Committee, or any person duly
authorized by the Company or the Committee, or by reason of its failure to
take any action with respect to any assets of the Trust Fund which are
subject to investment direction from the Investment Manager, including all
expenses reasonably incurred in its defense if the Employers fail to provide
such defense after having been requested to do so in writing.
(e) In addition to and in no way in limitation of the indemnification
of paragraph (d), the Employers hereby agree to indemnify and hold harmless
the Trustee from and against any claims, losses, damages, expenses (including
reasonable counsel fees) and liability to which the Trustee may be subject by
reason of any act or omission of any prior or subsequent trustee of the Plan.
Section 3: General Duties of Trustee.
(a) The Trustee shall receive, hold, manage, invest and reinvest the
Trust Fund pursuant to the provisions of this Section and Section 4 in
accordance with the directions of any Investment Manager, the Company and the
Committee. The Trustee shall take no action except pursuant to directions
received by it from the an Investment Manager, the Company or the Committee,
and shall have no duty to determine any facts or the propriety of any action
taken or omitted by it in good faith pursuant to instructions from such
persons.
(b) The Trustee shall be responsible only for such assets as are
actually received by it as Trustee hereunder. The Trustee shall have no duty
or authority to ascertain whether any contributions should be made to it
pursuant to the Plan or to bring any action to enforce any obligation to make
any such contribution, nor shall it have any responsibility concerning the
amount of any contribution or the application of the Plan's contribution
formula.
(c) The duties and obligations of the Trustee hereunder shall be
limited to those expressly imposed upon it by this Trust Agreement
notwithstanding any reference herein to the Plan, and no further duties or
obligations of the Trustee, such as a duty to value Plan investments,
determine the prudence of any Plan investment, or diversify Plan investments,
shall be implied.
Section 4: Power and Duties of Trustee with Respect to Trust Fund. The
Trustee shall have the following powers and duties regarding the Trust Fund:
(a) To hold title to the assets of the Trust Fund, which may include
entering into depository arrangements for the safekeeping of records relevant
to the ownership of such assets with any bank or banks as the Trustee may
choose. Without limiting the generality of the foregoing, the Company
specifically directs the Trustee to appoint, and the Trustee hereby appoints
the Employers to act as custodian with respect to promissory notes, mortgages
and related documents given in connection with Plan loans (if permitted under
the terms of the Plan), if any.
(b) To invest the assets of the Trust Fund in such investment vehicles
as directed by the Company, including Plan loans made to participants, and
annuity or insurance contracts issued by affiliates of the Trustee, in
accordance with directions received from the Company, and to agree to
amendments to such annuity or insurance contracts, as directed by the
Company, except to the extent that authority to manage investments has been
allocated to one or more Investment Managers pursuant to Section 4A. The
Trustee shall have no duty or responsibility to determine the appropriateness
of any plan investment, or to cause such investments to be changed.
Notwithstanding any other provision of this Agreement, all notices, proposed
contract amendments, rate or fee changes or other communications regarding
all group annuity contracts that are assets of the Plan, including any group
annuity contract issued by Connecticut General Life Insurance Company, will
be sent directly by the issuer of the contract to the Company or forwarded by
the Trustee to the Company, and the Trustee shall act on behalf of the Plan
with respect to any such notice, proposed amendment, change or other
communication only in accordance with the written direction of the Company.
Any rights of a contractholder under any such group annuity contract to
discontinue, amend or otherwise modify the contract shall be exercised only
upon the specific written direction of the Company to the issuer of the
contract or by the Trustee at the Company's specific written direction.
(c) To make transfers among investment vehicles or disbursements from
the Trust Fund as directed by the Committee or, if applicable, Plan
participants. The Trustee shall be entitled to rely on such direction, and
shall have no responsibility to ascertain whether the Plan permits such
a transfer or disbursement.
(d) To delegate to third parties, including affiliates of the Trustee,
any or all of its duties hereunder, including recordkeeping and reporting.
Also, the Trustee may utilize the services of outside custodians to hold on
the Trustee's behalf any Plan assets invested in Old Republic stock.
(e) To vote Old Republic stock proxies as directed by the Committee.
Section 4A: Investment Managers. The Company may appoint one or more
Investment Managers to manage the investment of any part or all of the assets
of the Trust Fund. Except as otherwise provided by law, the Company and the
Trustee shall have no obligation for investment of any assets of the Trust
Fund which are subject to management by an Investment Manager. Appointment
of an Investment Manager shall be made by written notice to the Investment
Manager and the Trustee, which notice shall specify those powers, rights and
duties of the Trustee under this Agreement that are allocated to the
Investment Manager and that portion of the assets of the Trust Fund subject
to investment management. An Investment Manager so appointed pursuant to
this Section shall be either a registered investment adviser under the
Investment Advisers Act of 1940, a bank, as defined in said Act, or an
insurance company qualified to manage, acquire and dispose of the assets of
the Plan under the laws of more than one state of the United States. Any
such Investment Manager shall acknowledge to the Company in writing that it
accepts such appointment and that it is a fiduciary with respect to the Plan
and Trust. An Investment Manager may resign at any time upon written notice
to the Trustee and the Company. The Company may remove an Investment Manager
at any time by written notice to the Investment Manager and the Trustee.
Section 5: Payment of Taxes. The Trustee shall pay out of the Trust
Fund income taxes and other taxes of any and all kinds levied or assessed
under existing or future laws against the Trust Fund, or against any person
with an interest in the Trust Fund after giving the Employers and the
Committee notice as far in advance as practicable.
Section 6: Disbursement of Trust Funds.
(a) Upon receipt of written direction of the Committee, the Trustee
shall make payments from the Trust Fund to such persons or direct Connecticut
General Life Insurance Company to make such payments from an annuity contract
listed on Exhibit A, in such manner and in such amounts as the Committee
shall direct in writing, and amounts paid pursuant to such direction shall no
longer constitute a part of the Trust Fund. Notwithstanding the foregoing,
the Committee expressly reserves the right to provide direction directly to
Connecticut General Life Insurance Company regarding payments of Plan
benefits or other disbursements.
(b) At no time prior to the satisfaction of all liabilities with
respect to participants and beneficiaries under this Trust shall any part of
the corpus or income of the Trust Fund be used for, or diverted to, purposes
other than for the exclusive benefit of Plan participants or beneficiaries.
Except as provided in the Plan, the assets of the Trust Fund shall never
inure to the benefit of the Employers and shall be held for the exclusive
purpose of providing benefits to participants in the Plan and their
beneficiaries, and defraying reasonable expenses of administering the Plan.
Section 7: Expenses and Compensation of Trustee. The Trustee shall be
compensated in accordance with the fee schedule provided to the Company and
as otherwise may be agreed upon between the Company and the Trustee. If the
Trustee proposes an amended fee schedule and the Company fails to object
thereto within ninety (90) days of its receipt, the amended fee schedule
shall be deemed accepted by the Company.
Section 8: Expenses of the Plan and Trust Fund. The Employers shall
pay, or, if not paid by the Employers and the Plan so permits, the Company
shall direct the Trustee to pay from the Trust Fund, the reasonable expenses
relating to the Plan and Trust Fund. Such expenses shall include, without
limitation, actuarial, investment management, accounting, legal and Trust
expenses.
Section 9: Accounts of the Trustee. The Trustee has accepted this
Trust on the condition that the Company has entered or is entering into a
service agreement with Connecticut General Life Insurance Company whereby
Connecticut General Life Insurance Company will provide recordkeeping
services for all Plan assets held pursuant to this Trust Agreement. The
Trustee shall be required to forward to the Company, or require Connecticut
General Life Insurance Company to forward to the Company, the recordkeeping
reports and related financial information provided by Connecticut General
Life Insurance Company, but the Trustee shall not otherwise be required to
provide Trust accounts.
Section 10: Resignation, Removal and Substitution of Trustee.
(a) The Trustee may resign at any time by giving at least 30 days'
written notice to the Employers and the Committee (unless the Company deems
notice of a shorter duration to be adequate). The Company may remove the
Trustee at any time by giving at least 30 days' written notice to the Trustee
(unless the Trustee deems notice of a shorter duration to be adequate).
(b) The Trustee's service pursuant to this Agreement is conditioned
upon the existence of one or more contracts between the Company or the Plan
(or the Trustee on behalf of the Company or the Plan) and Connecticut General
Life Insurance Company providing a funding medium for the Plan and providing
for full Plan recordkeeping services. In the event the contract providing a
funding medium or providing for recordkeeping services is discontinued or
terminated, this Agreement shall be terminated as well provided that the
Trustee gives at least 10 days' written notice to the Employers and the
Committee (unless the Company deems notice of a shorter duration adequate) of
the termination of this Agreement pursuant to this subparagraph (b).
(c) Any successor trustee hereunder may be either a corporation
authorized and empowered to exercise trust powers or may be one or more
individuals.
(d) Upon the appointment of a successor trustee, the resigning or
removed Trustee shall execute, acknowledge and deliver all documents and
written instruments necessary to transfer and deliver the Trust Fund and all
rights and privileges therein to the successor trustee. Upon the appointment
of a successor trustee, the resigning and removed Trustee shall be discharged
from further accountability for the Trust Fund, and shall be under no further
duty, obligation or responsibility for the disposition by such successor
trustee of the Trust Fund or any part thereof.
Section 11: Amendment and Termination of Trust.
(a) The Company and the Trustee may mutually agree at any time to amend
this Trust Agreement and the Trust created hereby at any time. No amendment
to this Trust Agreement shall be effective unless mutually agreed to in
writing by the Company and the Trustee; provided, however, that Trustee's fee
schedule may be amended as provided in Section 7.
(b) The Company may at any time revoke this Trust Agreement and
terminate the Plan and the Trust hereby created. Such revocation and
termination shall become effective upon receipt by the Trustee or its
delegate of a written instrument of such revocation and termination executed
by the Company. Upon such termination, disposition of the assets of the
Trust Fund shall be governed by the terms of the Plan; provided, however,
that the Trustee shall not distribute any portion of the Trust Fund after
such termination unless the Company first obtains a determination from the
Internal Revenue Service that such termination will not affect adversely the
qualified status of the Plan and, if required, approval of the Pension
Benefit Guaranty Corporation of such termination and distribution of assets.
In lieu of an Internal Revenue Service determination, assets of the Trust
Fund may be distributed if the Employers agree in writing with the Trustee to
indemnify the Trust Fund for any taxes or other penalties which may be
assessed against it as a result of such termination or agrees to provide a
bond to secure payment of any such taxes or penalties. If the Plan is
terminated this Trust Agreement, including all rights, titles, powers,
duties, discretions and immunities imposed on or reserved to the Trustee, the
Employers and the Committee nevertheless shall continue in effect until all
assets have been distributed by the Trustee as directed by the Committee
under the Plan.
Section 12: Miscellaneous Provisions.
(a) Trust Agreement and the Trust hereby created shall be governed,
construed, administered and regulated in all respects under the law of the
United States and the State of Illinois.
(b) The titles of the Sections in this Trust Agreement are for
convenience of reference only and in case of any conflict, the text of this
instrument, rather than such titles, shall control.
(c) In case any provisions of this Trust Agreement shall be held
illegal or invalid for any reason, their illegality or invalidity shall not
affect the remaining parts of this Trust Agreement, and this Trust Agreement
shall be construed and enforced as if the illegal and invalid provisions had
never been a part of the Trust Agreement.
(d) This Trust Agreement may be executed in any number of counterparts,
each of which shall be deemed an original. The counterparts shall constitute
one and the same instrument and may be sufficiently evidenced by any one
counterpart.
(e) This Trust Agreement shall be binding on all persons entitled to
benefits under the Plan and their respective heirs and legal representatives,
on the Employers and their successors and assigns, on the Trustee and its
successors and on the Committee members and their successors. The term
"Employer" as used in the Plan and this Agreement includes any entity that
continues the Plan and this Trust in effect, as provided in the Plan; and, if
the Employer concerned is the Company, the term "Company" also shall include
such entity.
(f) Neither the gender nor the number (singular or plural) of any word
shall be construed to exclude another gender or number when a different
gender or number would be appropriate.
(g) In the event of any conflict between provisions of the Plan and
those of this Trust Agreement, this Trust Agreement shall prevail.
(h) Communications to the Trustee shall be sent to the Trustee's
principal offices or such address as the Trustee may specify in writing. No
communication shall be binding upon the Trustee until it is received by the
Trustee or its delegate. Communications to the Company or the Committee
shall be sent to the Company's principal offices or such address as the
Company may specify in writing. Communications to an Employer other than the
Company shall be sent to that Employer's principal offices or such address as
that Employer may specify in writing.
(i) Except as otherwise provided by law, the Trustee's exercise or
non-exercise of its powers and discretions in good faith shall be conclusive
on all persons. No one shall be obliged to see to the application of any
money paid or property delivered to the Trustee, except to the extent such
person is acting as an Investment Manager as respects such money or property.
The certificate of the Trustee that it is acting according to this Agreement
will fully protect all persons dealing with the Trustee.
(j) Except as otherwise provided by law, in case of any court
proceedings involving an Employer, the Committee, the Trustee or the Trust
Fund, only the Employer concerned or the Committee, as the case may be, and
the Trustee shall be necessary parties to the proceedings, and no other
person shall be entitled to notice of process. A final judgment entered in
any such proceedings shall be conclusive.
(k) To the extent permitted by law, an Investment Manager, the Trustee,
each Employer and each Committee member shall be responsible only for its or
his own acts or omissions and neither the Committee nor the Trustee shall be
required to collect any contribution from an Employer or any other person or
to verify that it is in the proper amount.
Section 13: Additional Employers. Any subsidiary or affiliate of the
Company may adopt the Plan and become a part to the Trust Agreement by:
(a) Filing with the Company a written instrument to that effect; and
(b) Filing with the Company a written instrument by which the Executive
Committee of the Company consents to such action.
IN WITNESS WHEREOF, this Trust Agreement has been executed on the
dates indicated below. The persons executing this Trust Agreement represent
that they are duly authorized to do so.
Attest: BITUMINOUS CASUALTY
CORPORATION
_________________________ By _______________________
Its
Date _____________________
Attest: CG TRUST COMPANY
_________________________ By________________________
Its
Date _____________________
EXHIBIT A
SCHEDULE OF TRUST ASSETS
1.Group Annuity contract 10911-001, issued by Connecticut General Life
Insurance Company.
2.Promissory notes given in connection with loans to Plan participants and
beneficiaries (if such loans are permitted under the terms of the Plan).
3.Old Republic International Corporation Common Stock
