Exhibit 10(A)
OLD REPUBLIC INTERNATIONAL CORPORATION
AMENDED AND RESTATED
KEY EMPLOYEES PERFORMANCE RECOGNITION PLAN
ARTICLE ONE
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PURPOSE AND EFFECTIVE DATE
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1.1 The purpose of this Plan is to further the long term growth in earnings
of Old Republic International Corporation by offering long term incentives in
addition to current compensation to those officers and key employees of Old
Republic International Corporation and its subsidiaries who have been or are
expected to be largely responsible for such growth.
1.2 This Plan, as amended and restated, is effective as of March 21, 2002
and shall apply as to calculations and awards made in 2002 and subsequent years.
ARTICLE TWO
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2.1 "Plan" shall mean this Old Republic International Corporation Key
Employees Performance Recognition Plan.
2.2 "Company" shall mean Old Republic International Corporation, a
corporation organized under the laws of the State of Delaware.
2.3 "Employer" and "Employers" shall mean the Company and each other
corporation or organization which is wholly or partially owned by the Company,
either directly or indirectly, and is designated by the Committee as an Employer
under this Plan. As of the effective date of this Plan the Employers other than
the Company are:
Actuarial Risk Services, Inc.
American Treaty Management Corporation
Brummel Brothers, Inc.
J. Huell Briscoe & Associates, Inc.
Old Republic Asset Management Corporation
Old Republic General Services, Inc.
Old Republic Insurance Company
Old Republic Insured Credit Services, Inc.
Old Republic International Corporation
Old Republic Life Insurance Company
Old Republic Life Insurance Company of New York
Old Republic Marketing, Inc.
Old Republic RE, Inc.
Old Republic Title Holding Company, Inc.
Old Republic Union Insurance Company
Republic Mortgage Insurance Company
Sierra Reinsurance Services, Inc.
2.4 "Chief Executive Officer" shall mean the chief executive officer of
the Company.
2.5 "Committee" shall mean the Compensation Committee of the Board of
Directors of the Company.
2.6 "Employee" shall mean any person who is employed by an Employer on a
full-time basis and who is compensated for such employment by a regular salary.
"Employee" shall include officers of an Employer but shall not include directors
who are not otherwise officers or employees.
2.7 "Eligible Employee" shall mean an Employee who pursuant to Section 5.1
hereof has been selected to share in the allocation of the Performance
Recognition Pool for any given year.
2.8 "Year of Service" shall mean each year of continuous employment with
an Employer after first being designated as an Eligible Employee pursuant to
Section 5.1 hereof.
2.9 "Account" shall mean with respect to any Employee, the record of:
(a) credits in connection with the allocations, if any, credited to
such account pursuant to Article Five of the Plan,
(b) payments to him or her under the Plan pursuant to Article Six of
the Plan,
(c) forfeitures, if any, pursuant to Article Seven of the Plan, and
(d) credits transferred from the Plan to a comparable plan of any
subsidiary or affiliate of the Employer by agreement between such
subsidiary or affiliate and the Employer.
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2.10 "Calculation Year" shall mean the Company's fiscal year immediately
preceding the year for which the Performance Recognition Pool is being
calculated.
If there is an operating loss in the year prior to the Calculation Year,
the "prior year" to be used in the following definitions and for Section 4.1
calculations is the first year prior to the Calculation Year in which there was
an operating profit.
2.11 "Minimum Return on Equity" shall mean a percentage applied to the
Company's average shareholders' equity (i.e., mean of beginning and ending
balances, adjusted for unrealized investment gains or losses net of applicable
income taxes, if any) for the Calculation Year. The percentage shall be that
percentage, obtained from public information, equal to two times the mean of the
five year average post-tax yield on 10 year and 30 year U.S. Treasury
Securities. The Committee shall annually compute and announce this value as it
pertains to a Calculation Year.
2.12 "Excess Return on Equity" shall mean the Calculation Year's
consolidated net operating income in excess of the Minimum Return on Equity all
calculated in accordance with generally accepted accounting principles, (GAAP).
Net operating income shall exclude realized gains or losses on sales of
investment securities or any other assets (irrespective of the treatment of such
amounts under GAAP) and extraordinary credits or charges.
2.13 "Minimum Annual Income" shall mean 112% of the prior year's
Consolidated Net Operating Income adjusted for dividend requirements on
preferred stock issued and outstanding during each year.
2.14 "Excess Earnings Growth" shall mean the Calculation Year's
Consolidated Net Operating Income adjusted for dividend requirements on
preferred stock issued and outstanding during such year in excess of the Minimum
Annual Income.
2.15 "Base Salary" shall mean the Employee's basic salary at the rate in
effect at the end of the Calculation Year excluding bonuses, overtime,
extraordinary compensation and contributions to the Old Republic International
Corporation Employees Savings and Stock Ownership Plan.
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2.16 "Consolidated Net Operating Income" shall mean the Company's income
determined in accordance with generally accepted accounting principles and
adjusted for payment of income taxes and for the income of subsidiaries and
affiliates carried on an equity basis. Net operating income shall exclude
realized gains or losses on sales of investment securities or any other assets
(irrespective of the treatment of such amounts under GAAP) and extraordinary
credits or charges.
2.17 If in any Calculation Year the Company acquires any other business
accounted for as a purchase whose earnings contribute 5% or more to such Year's
consolidated net operating income, the earnings of the acquired Company for the
year of acquisition and the next succeeding year shall be eliminated (together
with related purchase accounting adjustments) in order to calculate the
performance data described in Section 2.11 through 2.22 herein. No elimination
from any year shall be made when the acquired company has been owned by the
Company for two consecutive calendar years. Net operating income shall exclude
realized gains or losses on sales of investment securities or any other assets
(irrespective of the treatment of such amounts under GAAP) and extraordinary
credits or charges.
2.18 "Earnings Per Share" shall mean fully diluted earnings per share (net
of any paid or accrued dividends on preferred stock) calculated in accordance
with AICPA Accounting Principles Board Opinion No. 15 or any later superseding
opinions.
2.19 "Performance Multiplier" shall mean the number of percentage points
by which the Earnings Per Share for the Calculation Year exceeds 112% of the
Earnings Per Share for the prior year.
2.20 "Profit Sharing Base" shall mean the sum of:
(a) Earnings Growth multiplied by the Earnings Per Share Multiplier;
and
(b) 1.5 of Excess Return on Equity.
2.21 "Earnings Per Share Multiplier" shall mean a percentage of the
increase in the fully diluted Earnings Per Share in the Calculation Year over
the preceding year as set forth in the following schedule:
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Percentage Increase Earnings
In Earnings Per Share Per Share Multiplier
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0 - 6 = 0%
6.01 to 10.00% = 2.5%
10.01 to 15% = 5.0%
15.01 to 20.00% = 7.5%
Over 20% = 10.0%
2.22 "Earnings Growth" shall mean the Calculation Year's Consolidated Net
Operating Income adjusted for dividend requirements on preferred stock issued
and outstanding during such year in excess of the prior year's Consolidated Net
Operating Income.
2.23 "Change of Control" shall mean any one of the following:
(I) the date the Board of Directors of the Company votes to approve
and recommends a stockholder vote to approve:
(a) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or
pursuant to which shares of the Company's Common Stock would
be converted into cash, securities or other property, other
than any consolidation or merger of the Company in which the
holders of the Company's Common Stock immediately prior to
the consolidation or merger have the same proportionate
ownership of common stock of the surviving corporation
immediately after the consolidation or merger; or
(b) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, other than
any sale, lease, exchange or other transfer to any
corporation where the Company owns, directly or indirectly,
at least 80% of the outstanding voting securities of such
corporation after any such transfer; or
(c) any plan or proposal for the liquidation or dissolution of
the Company; or
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(II) the date any person (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, hereinafter the "1934 Act"),
other than the Old Republic International Corporation Employees
Savings and Stock Ownership Trust or any other trust established
by or contributed to by the Company or any of its subsidiaries
for the benefit of employees of the Company or its subsidiaries,
shall become the beneficial owner (within the meaning of Rule
13d-3 under the 1934 Act) of 20% or more of the Company's
outstanding Common Stock; or
(III) the date the Board of Directors of the Company or any affiliate
of the Company (within the meaning of Rule 12b-2 under the 1934
Act) authorizes and approves any transaction which has either a
reasonable likelihood or a purpose of causing, whether directly
or indirectly;
(a) the Company's Common Stock to be held of record by fewer
than 300 persons; or
(b) the Company's Common Stock to be neither listed on any
national securities exchange nor authorized to be quoted on
an inter-dealer quotation system of any registered national
securities association; or
(IV) the date, during any period of 24 consecutive months, on which
individuals who at the beginning of such period constitute the
entire Board of Directors of the Company shall cease for any
reason to constitute a majority thereof unless the election, or
the nomination for election by the Company's stockholders, of
each new director comprising the majority was approved by a vote
of at least a majority of the Continuing Directors, as
hereinafter defined, in office on the date of such election or
nomination for election of the new director. For purposes hereof,
a "Continuing Director" shall mean:
(a) any member of the Board of Directors of the Company at the
close of business on March 21, 2002;
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(b) any member of the Board of Directors of the Company who
succeeded any Continuing Director described in subparagraph
a. above if such successor was elected, or nominated for
election by the Company's stockholders, by a majority of the
Continuing Directors then still in office; or
(c) any director elected, or nominated for election by the
Company's stockholders, to fill any vacancy or newly-created
directorship on the Board of Directors of the Company by a
majority of the Continuing Directors then still in office.
ARTICLE THREE
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ADMINISTRATION
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3.1 The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (hereinafter the "Committee") which shall be
appointed by the Board of Directors of the Company from its own members. The
membership of the Committee may be reduced, changed, or increased from time to
time in the absolute discretion of the Board of Directors of the Company. The
Committee shall not include any Eligible Employee under this plan.
3.2 The Committee shall have the authority to interpret the Plan, to
establish and revise rules and regulations relating to the Plan, and to make the
determinations which it believes necessary or advisable for the administration
of the Plan.
ARTICLE FOUR
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CALCULATION OF THE PERFORMANCE RECOGNITION POOL
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4.1 Prior to each May 31 the Compensation Committee shall calculate the
amount of the Performance Recognition Pool for that Calculation Year. The
Performance Recognition Pool for any Calculation Year shall be equal to the
lesser of:
(a) the Profit Sharing Base for the Calculation Year; or
(b) 0.75% of the Company's consolidated operating earnings (after
deductions of preferred stock dividends, if any) for the
Calculation Year, or
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(c) a percentage of the Eligible Employees' Base Salaries, ranging
from 5% to 50%, inclusive, determined on the basis of the
following scale:
COLUMN A COLUMN B
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Percent by Which Current Year's
Return on Equity Exceeds ROE
Target for the Year Salary Cap/Spread
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0 - 10% 5% + 0.5% for each full
1% exceeding 5% (Max.7.5%)
10 - 20 10.0% + 0.5% for each
full 1% exceeding 10%
(Max. 15.0%)
20 - 30 17.5% + 0.5% for each
full 1% exceeding 20%
(Max. 22.5%)
30 - 40 20.0% + 0.5% for each
full 1% exceeding 30%
(Max. 25.0%)
40 - 50 22.5% + 0.5% for each
full 1% exceeding 40%
(Max. 27.5%)
50 - 60 27.5% + 0.5% for each
full 1% exceeding 50%
(Max. 32.5%)
60 - 70 32.5% + 0.5% for each
full 1% exceeding 60%
(Max. 37.5%)
70% and Over 37.5% + 0.5% for each
full 1% exceeding 70%
(Max. 50.0%)
4.2 Notwithstanding any provisions herein to the contrary, the Performance
Recognition Pool shall be zero for any year if the Company incurred a net
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operating loss or a net loss in the Calculation Year.
ARTICLE FIVE
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ALLOCATION OF THE PERFORMANCE RECOGNITION POOL
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5.1 Prior to each May 1, the CEO shall, in consultation with the Committee,
designate the Employees employed by the Employers during any part of such
Calculation Year who will be eligible to share in the Performance Recognition
Pool for that Calculation Year.
5.2 On or before June 30 the Performance Recognition Pool for that
Calculation Year shall be allocated among and credited to the accounts of the
Employees on the following basis, provided, however, that no member of the
Committee shall be able to share in the Performance Recognition Pool for any
year:
(a) First, amounts shall be allocated among and credited to all or
such Accounts of those Employees who have Accounts in the Plan on
the allocation date and who are eligible and actively employed by
an eligible Employer during that year. The amount credited to
each such Account shall equal the balance in each such Account at
the beginning of the Year multiplied by the Performance
Multiplier. In no event, however, shall the aggregate amount so
credited exceed the lesser of 15% of the aggregate Account
balances on the allocation date or 20% of the Performance
Recognition Pool for that year.
(b) Secondly, the remaining portion, if any, of the Performance
Recognition Pool shall be allocated among and credited to the
Accounts of Eligible Employees for the year as the Committee in
consultation with the CEO deems appropriate in its sole
discretion, provided, however, the Committee may, in its
discretion, reserve up to 50% of any one year's Pool which will
not be allocated currently. The Committee may carry forward the
unallocated portion of the Performance Recognition Pool and
allocate all or a portion of it pursuant to this subparagraph (b)
during one or more of the next succeeding three years; provided
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however, that the total amount of any one year's carry forward
must be allocated by the end of the third year.
5.3 With respect to the amounts to be allocated in the current year, the
Committee shall make such allocation to the CEO and to such other senior
Eligible Employees selected in consultation with the CEO as it deems
appropriate. Remaining amounts allocable for the year to less senior Eligible
Employees shall be distributed by the CEO based on total allocations approved by
the Committee. In designating Eligible Employees and allocating the Performance
Recognition Pool among the Accounts of the Eligible Employees for any Year
pursuant to this Article, the CEO and the Committee shall consider the positions
and responsibilities of Employees, their accomplishments during the year, the
value of such accomplishments to the Company, the CEO's expectations as to the
future contributions of individual Employees to the continued success of the
Company and such other factors as the CEO and the Committee shall, in their
discretion and judgment, deem appropriate.
ARTICLE SIX
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DISTRIBUTIONS
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6.1 The entire amount of the credit in the Account of a deceased Eligible
Employee or an Eligible Employee who attains age 55 or actually retires for
disability prior thereto, shall be paid to the person or persons entitled
thereto at the time and in the manner provided in Sections 6.4, 6.5, 6.6 and 6.8
thereof.
6.2 Effective January 1, 1990, an Eligible Employee shall automatically
withdraw and receive in cash 50% of any award granted to him or her in 1990 and
subsequent years pursuant to Sections 5.2(a), 5.2(b), and 5.2(c). Effective
January 1, 1995, an Eligible Employee shall also automatically withdraw and
receive in cash 50% of any Performance Multiplier granted to him or her in 1995
and subsequent years pursuant to Section 5.2(a). The remaining 50% of each such
award and each such Performance Multiplier shall be credited to his or her
Account as of such year and shall become vested in accordance with the vesting
schedule set forth in Section 6.3(b). The amounts so withdrawn each year shall
be paid to the Eligible Employees within ninety (90) days of the date the
Committee and/or CEO make such awards or determine such Performance Multipliers.
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6.3 A portion of the amount of the credit in the Account of an Eligible
Employee as of the date he or she terminates his or her service for any reason
other than his or her death or retirement for age or disability shall be paid to
the person or persons entitled thereto at the times in the manner provided by
Section 6.5 hereof. The amount to be paid shall be known as a "vested interest,"
and shall be equal to (a) the amounts which have been vested in him or her
because he or she did not make a withdrawal in a prior year plus (b) the
following percentage of the balance of his or her credit in his Account:
Completed Years To Be Paid
of Service (Vested Interest)
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Less than One 0%
One 10%
Two 20%
Three 30%
Four 40%
Five 50%
Six 60%
Seven 70%
Eight 80%
Nine 90%
Ten 100%
Any amount not vested in an Employee shall be forfeited. Forfeitures
created during any year shall be allocated at the end of said year to Employees
actively employed by an Employer on December 31 of that year in the ratio that
that the Account balance of each such Employee on January 1 of that year bears
to the total Account balance of all such Employees.
6.4 Amounts payable to an Eligible Employee who retires for age, after
attaining age 55, shall be paid to the Employee in substantially equal quarterly
installments over a number of years (not to exceed 7 years) selected by the
Committee, in its sole discretion, beginning on the first day of the calendar
quarter following the later of the Employee's attaining age 55 or termination of
employment. In determining the number of installments the Committee may consult
with the Eligible Employee and may also consider as a guideline that the
retirement programs sponsored by Employers hereunder should equal approximately
80% of the Eligible Employee's average compensation over the last three years of
employment.
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6.5 If an Employee's employment with an Employer is terminated for reasons
other than death, disability, or retirement after attaining age 55, his or her
vested Account balance shall be paid to him or her in substantially equal
quarterly installments over a number of years (not to exceed 20 years) selected
by the Committee beginning on the first day of the calendar quarter following
the later of (a) his or her attaining age 55 or (b) the 12th month after his or
her termination of employment.
6.6 If an Employee becomes disabled while employed by an Employer but prior
to receiving his or her Account, his or her Account balance shall be paid to him
or her in 40 substantially equal quarterly installments beginning on the first
day of the calendar quarter following the month during which he or she becomes
disabled. For purposes of this Article, an Employee shall be deemed to be
disabled if he or she is totally and permanently disabled within the meaning of
the Employer's group employee disability policy or eligible for disability
benefits under the Social Security Act.
6.7 An employee's entire Account balance shall become fully vested an
non-forfeitable and shall be paid to him or her in a lump sum on the first day
of the calendar quarter following the date on which any Change of Control
occurs. If there is a carry forward balance not allocated pursuant to Section
5.2(c) when a Change of Control occurs, such carry forward balance shall be
immediately allocated among the Accounts of all Employees in the ratio that each
such Employee's Account balance bears to the total of all such Account balances.
Said additional amounts shall be 100% vested and paid in accordance with the
provisions of this Article. Any subsequent contributions allocated to an
Employee's Account during the two years following the occurrence of a Change of
Control because the Plan is continued in accordance with Section 8.2 hereof
shall be non-forfeitable and shall be distributed immediately after such
allocation.
6.8 An Employee may designate in writing, on forms prescribed by and filed
with the Committee, a beneficiary or beneficiaries to receive any payments
payable after his or her death. If an Employee dies while employed by an
Employer or after he or she has begun to receive his or her benefits under this
Plan, the Account balance (or the remainder of his or her Account balance if his
benefits had already commenced) shall be paid to the beneficiary or
beneficiaries designated by the Employee (or, in the absence of such
designation, to his or her legal representative). Such payments shall be made in
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one of the following forms as determined by the Committee: (i) substantially
equal quarterly installments over a number of years (not to exceed 10 years),
(ii) a lump sum payment, or (iii) any combination of the above options.
6.9 If an Employee is adjudged incompetent or if the Committee deems him or
her unqualified to handle his or her own affairs, the Committee may direct that
any payments which would otherwise be payable to the Employee shall be paid (in
the same amounts and on the same dates as such payments would have been paid to
the Employee) to the guardian or conservator of such Employee or, if none has
been appointed, the Committee may, in its discretion, direct that such payments
be made to the Employee's spouse or adult child or any other person or
institution who is caring for such Employee and any payments so made shall to
the extent thereof fully release and discharge the Committee and the Employers
from any further liability to the Employee.
6.10 Notwithstanding any other provisions of this Plan to the contrary, the
Committee may upon an Employee's death, disability, or termination of employment
distribute his or her Account balance to the Employee (or his or her beneficiary
in the case of death, or his or her guardian or to the person or institution
caring for him or her in the event that he or she is adjudged incompetent or
considered by the Committee to be unable to manage his or her own affairs) more
quickly than that called for in Section 6.2 through 6.8 if the Committee in its
sole discretion deems it is desirable to do so.
6.11 Notwithstanding any other provisions of this Plan to the contrary, the
Committee may deduct from any payments under the Plan any taxes required to be
withheld by the Federal or any state or local government for the account of such
Employee.
ARTICLE SEVEN
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FORFEITURE
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7.1 As a condition to the continued receipt of benefits hereunder each
Employee:
(a) shall be required for a period of three years after his or her
termination of employment with an Employer hereunder to hold
himself or herself available to the Company and his Employer for
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reasonable consultation inasfar as his or her health permits;
(b) shall not for a period of three years after his or her
termination of employment with an Employer hereunder, either as
an individual on his or her own account, as a partner, joint
venturer, employee, agent, salesman for any person; as an
officer, director or stockholder (other than a beneficial holder
of not more than 1% of the outstanding voting stock of a company
having at least 500 holders of voting stock) of a corporation, or
otherwise directly or indirectly,
(i) enter into or engage in any business competitive with that
carried on by the Company or his or her Employer within any
area of the United States in which his or her Employer or
the Company is then doing business, providing Employee has
had access to any of the Company's or his or her Employer's
trade secrets, secret underwriting or business information,
programs, plans, data, processes, techniques, or customer
information; or
(ii) solicit or attempt to solicit any of his or her Employer's
or the Company's customers with whom Employee has had
contact as an Employee in the exercise of his or her duties
and responsibilities hereunder with the intent or purpose to
perform for such customer the same or similar services or to
sell to such customer the same or similar products or
policies which Employee performed for or sold to such
customer during the term of his or her employment.
If the Committee determines that an Employee has refused to make himself or
herself available for consultation or violated his or her agreement, the
Committee may, by written notice to such Employee, cause his or her benefits to
be immediately suspended for the duration of such refusal or competition or if
payment of benefits had not yet commenced, notify the Employee that such
continued conduct will cause a forfeiture of his or her Account balance. If
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after the sending of such notice the Committee finds that the Employee has
continued to refuse to consult or continue to compete with the Company or his or
her Employer for a period of thirty (30) days following such notice, the
Committee may permanently cancel the Employee's Account hereunder, and thereupon
all rights of such Employee under this Plan shall terminate. The foregoing
forfeiture provisions shall be inoperative if an event described in Section
6.5(a), (b) or (c) occurs.
7.2 Any amounts forfeited pursuant to Section 7.1 hereof shall be allocated
as a forfeiture in accordance with Section 6.3 hereof.
ARTICLE EIGHT
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AMENDMENT AND TERMINATION
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8.1 The Company shall have the power at any time and from time to time, to
amend this Plan by resolution of its Board of Directors' provided, however, that
no amendment under any circumstances may be adopted the effect of which would be
to deprive any Participant of his or her then vested interest, if any, in this
Plan.
8.2 The Company reserves the right to terminate this Plan by resolution of
its Board of Directors. Upon termination of this Plan, the credits in the
Accounts of Employees shall become 100% vested and non-forfeitable. Distribution
of the balances in said Accounts shall be made in accordance with Section 6.4
hereof upon the Employee's subsequent retirement or termination of service.
There shall be no increase in an Account balance of an Employee between the date
the Plan is terminated and the date the Account balance is distributed. If an
event described in Section 2.23(I)(a) or 2.23(IV) occurs, the Plan as it then
exists must be continued and contributions made for two years before it can be
terminated. Any unallocated balance carried forward shall be similarly allocated
prior to the expiration of this two-year period. All Accounts shall be fully
vested and distribution shall be made in accordance with Section 6.4 hereof.
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ARTICLE NINE
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MISCELLANEOUS
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9.1 No Employee or any other person shall have any interest in any fund or
reserve account or in any specific asset or assets of the Company or any
Employer by reason of any credit to his Account under this Plan, nor have the
right to receive any distribution under this Plan except as and to the extent
expressly provided for in the Plan.
9.2 Nothing in the Plan shall be construed to:
(a) give any Employee any right to participate in the Plan, except in
accordance with the provisions of the Plan;
(b) limit in any way the right of an Employer to terminate an
Employee's employment; or
(c) be evidence of any agreement or understanding, express or
implied, that an Employer will employ an Employee in any
particular position or at any particular rate of remuneration.
9.3 No benefits under this Plan shall be pledged, assigned, transferred,
sold, or in any manner whatsoever anticipated, charged, or encumbered by an
Employee, former Employee, or their beneficiaries, or in any manner be liable
for the debts, contracts, obligations or engagements of any person having a
possible interest in the Plan, voluntary or involuntary, or for any claims,
legal or equitable, against any such person, including claims for alimony or the
support of any spouse. Notwithstanding the foregoing, benefits under this Plan
may be assigned to or made the subject of a valid living trust.
9.4 This Plan shall be construed in accordance with the laws of the State
of Illinois in every respect including without limitation, validity in its
interpretation and performance.
9.5 Article headings and numbers herein are included for convenience or
reference only, and this Plan is to be construed without any reference thereto.
If there be any conflict between such numbers and headings and the text hereof,
the text shall control.
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9.6 Wherever appropriate, words used in this Plan in the singular include
the plural, and the masculine includes the feminine.
IN WITNESS HEREOF, the Company has caused this Plan, as amended and
restated, to be signed by its duly qualified officers and caused its corporate
seal to be hereunto affixed on this 21th day of March, 2002.
OLD REPUBLIC INTERNATIONAL CORPORATION
By /s/ A.C. Zucaro
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President
Attest:
/s/ Spencer LeRoy III
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Secretary
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