OLD REPUBLIC INTERNATIONAL CORPORATION
AMENDED AND RESTATED
KEY EMPLOYEES PERFORMANCE RECOGNITION PLAN
ARTICLE ONE
PURPOSE AND EFFECTIVE DATE
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 is effective as of March 1, 1998 and shall apply as
to calculations and awards made in 1999 and subsequent years.
ARTICLE TWO
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
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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 a 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,
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(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.
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.
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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.
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 Sections 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.
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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:
Percentage Increase Earnings
In Earnings Per Share Per Share Multiplier
--------------------- --------------------
0 - 6% = 0%
6.01 to 10.00% = 2.5%
10.01 to 15.00% = 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.
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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
(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
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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
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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 December 15, 1996;
(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.
A Change of Control shall not be deemed to be a Change of Control for purposes
of this Plan if the Board of Directors of the Company has approved such Change
of Control prior to either (A) the occurrence of any of the events described in
the foregoing clauses (I) - (III), or (B) the commencement by any person other
than the Company of a tender offer for the Common Stock.
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ARTICLE THREE
ADMINISTRATION
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
CALCULATION OF THE PERFORMANCE RECOGNITION POOL
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;
(c) a percentage of the Eligible Employees' Base Salaries, ranging
from 10% to 150%, inclusive, determined on the basis of the
following scale:
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Column A Column B
Percent by Which Current Year's
Return on Equity Exceeds ROE
Target for the Year Salary Cap/Spread
- ------------------------------- -------------------------------------
0 - 10% 10% + 0.5% for each full
1% exceeding 5% (Max. 12.5%)
10 - 20 15% + 0.5% for each full
1% exceeding 10% (Max. 20%)
20 - 30 20% + 1% for each full 1%
exceeding 20% (Max. 30%)
30 - 40 30% +1% for each full 1%
exceeding 30% (Max. 40%)
40 - 50 40% + 1% for each full 1%
exceeding 40% (Max. 50%)
50 - 60 55% + 1% for each full 1%
exceeding 50% (Max. 65%)
60 - 75 70% + 1% for each full 1%
exceeding 60% (Max. 85%)
75 - 100% 90% + 1% for each full 1%
exceeding 75% (Max. 115%)
100.1% and Over 120% + 1% for each full
1% exceeding 100%
(Subject to Max. of 150%)
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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 operating loss or a net loss in the Calculation Year.
ARTICLE FIVE
ALLOCATION OF THE PERFORMANCE RECOGNITION POOL
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
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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 (c) during one or more of the next succeeding
three years; provided 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
DISTRIBUTIONS
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
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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.
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)
--------------- -----------------
Less than One 0%
One 10%
Two 20%
Three 30%
Four 40%
Five 50%
Six 60%
Seven 70%
Eight 80%
Nine 90%
Ten 100%
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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 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.
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
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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
and nonforfeitable 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
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
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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
FORFEITURE
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
reasonable consultation inasfar as his or her health permits;
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(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
after the sending of such notice the Committee finds
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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
AMENDMENT AND TERMINATION
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 6.7(b) or (c) 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
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this two-year period. All Accounts shall be fully vested and distribution shall
be made in accordance with Section 6.4 hereof.
ARTICLE NINE
MISCELLANEOUS
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.
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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 of 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.
9.6 Wherever appropriate, words used in this Plan in the singular
include the plural, and the masculine include 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 17th day of July, 1998.
OLD REPUBLIC INTERNATIONAL CORPORATION
By: /s/ A.C. Zucaro
-----------------------------------
President
Attest:
/s/ Spencer LeRoy, III
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Secretary
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