USF&G
SUPPLEMENTAL RETIREMENT PLAN
(including amendments adopted through December 31, 1991)
ARTICLE I
Purpose
1.1 This Plan is established to provide supplemental pension
benefits for certain employees of United States Fidelity and
Guaranty Company, a Maryland corporation, and of certain of its
affiliates. The Plan is intended to compensate individuals covered
under the Retirement Pension Plan for U.S.A. Employees of the
United States Fidelity and Guaranty Company to the extent that
benefits under that plan are reduced by the limitations on benefits
payable from tax qualified pension plans set forth in Section 415
of the Internal Revenue Code of 1986, as amended, or by the
limitation on compensation which may be taken into account under
that plan by virtue of Section 401(a)(17) of the Internal Revenue
Code of 1986, as amended.
ARTICLE II
Definitions
2.1 "Basic Plan" means the Retirement Pension Plan for U.S.A.
Employees of the United States Fidelity and Guaranty Company.
2.2 "Committee" means the Pension Committee under the Basic
Plan.
2.3 "Eligible Employee" means any employee of an Employer who is
a participant in the Basic Plan.
2.4 "Employer" means USF&G and any other employer which
participates in the Basic Plan and which adopts the Plan by action
of its Board of Directors.
2.5 "Plan" means this USF&G Supplemental Retirement Plan.
2.6 "USF&G" means United States Fidelity and Guaranty Company or
any company which is a successor as a result of merger,
consolidation, liquidation, transfer of assets, or other
reorganization.
ARTICLE III
Retirement
3.1 Eligibility. An Eligible Employee who retires or otherwise
terminates participation in the Basic Plan after completing ten
(10) continuous years of service under the Basic Plan and attaining
age fifty-five (55) shall be entitled to receive a supplemental
pension benefit under this Plan from the Employer with which the
Eligible Employee was employed at the time the Eligible Employee's
participation in the Basic Plan terminated equal to the difference
between (i) the benefit payable to the Eligible Employee under the
Basic Plan and under any other retirement plan or retirement
program of any Employer and (ii) the benefit which would have been
payable to the Eligible Employee under the Basic Plan in the
absence of the limits on benefits imposed by Section 415 of the
Internal Revenue Code of 1986, as amended, and the limit on
compensation which may be taken into account under the Basic Plan
imposed by Section 401(a)(17) of the Internal Revenue Code of 1986,
as amended. If benefits payable to an Eligible Employee under the
Basic Plan or under any other retirement plan or retirement program
of an Employer are increased after the Eligible Employee's
participation in the Basic Plan terminates, whether due to cost of
living increases in the Section 415 or 401(a)(17) limits or
otherwise, then the benefits under this Plan shall be decreased
accordingly.
3.2 Commencement and Form of Payment. An Eligible Employee's
supplemental pension benefit under this Plan shall commence at the
same time as the Eligible Employee's benefit under the Basic Plan,
and shall be paid to the Eligible Employee in the same form as the
Eligible Employee's benefit under the Basic Plan; provided,
however, that an Eligible Employee may, with the consent of the
Committee, which consent may be granted or withheld in the
Committee's sole discretion, elect to have the benefit to which the
Eligible Employee would otherwise be entitled under this Plan paid
in a lump sum. In such case, the amount of the lump sum shall be
the actuarial equivalent of the benefit payable under this Plan
based upon the interest assumption for actuarial equivalence under
the Basic Plan. To elect this option, the Eligible Employee shall
give written notice to the Committee not later than 30 days before
the Eligible Employee's participation in the Basic Plan terminates.
ARTICLE IV
Death Benefits
4.1 Qualification and Amount. If an Eligible Employee dies
before beginning to receive benefits under this Plan, and if the
surviving spouse of such Eligible Employee is entitled to a death
benefit under the Basic Plan, then the surviving spouse of the
Eligible Employee shall be entitled to receive a death benefit
under this Plan from the Employer with which the Eligible Employee
was employed at the time the Eligible Employee was last an Eligible
Employee equal to the difference between (i) the benefit payable to
such surviving spouse under the Basic Plan and under any other
retirement plan or retirement program of any Employer and (ii) the
benefit which such surviving spouse would have received from the
Basic Plan in the absence of the limits on benefits imposed by
Section 415 of the Internal Revenue Code of 1986, as amended, and
the limits on compensation which may be taken into account under
the Basic Plan imposed by Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended. If benefits payable to an
Eligible Employee's surviving spouse under the Basic Plan or other
retirement plan or retirement program of an Employer are increased
after the Eligible Employee's death, whether due to cost of living
increases in the Section 415 or Section 401(a)(17) limits or
otherwise, then the benefits payable to the surviving spouse under
this Plan shall be decreased accordingly.
4.2 Duration of Payment. The surviving spouse's benefit payable
under Section 4.1 shall commence at the same time as the surviving
spouse's benefit under the Basic Plan and shall continue until the
surviving spouse's benefit under the Basic plan terminates.
ARTICLE V
Administration
5.1 The Committee. The Committee shall administer, construe and
interpret this Plan. No member of the Committee shall be liable
for any act done or determination made in good faith. No member of
the Committee who is a participant in this Plan may vote on matters
affecting the member's specific benefits under this Plan, but any
such member shall otherwise be fully entitled to act in matters
arising out of or affecting this Plan notwithstanding the member's
participation herein. The Committee may, in its discretion,
delegate its duties to any person, including an officer or employee
of any Employer.
5.2 Duties. The construction and interpretation by the
Committee of any provision of this Plan shall be final and
conclusive. The Committee shall determine, subject to the
provisions of this Plan, the Eligible Employees who shall
participate in the Plan from time to time and the amount, if any,
due an Eligible Employee (or the Eligible Employee's surviving
spouse) under this Plan.
5.3 Claims Procedure.
(a) Initial Claim.
If an Eligible Employee or an Eligible Employee's
spouse (hereinafter referred to as a "Claimant") is denied all or
a portion of an expected benefit under this Plan for any reason,
the Eligible Employee or the Eligible Employee's spouse may file a
claim with the Committee. The Committee shall review the claim
itself or appoint a person to review the claim. The Claimant shall
be notified within 60 days after the Claimant's claim is filed
whether the claim is allowed or denied, unless the Claimant
receives written notice prior to the end of the sixty (60) day
period stating that special circumstances require an extension of
the time for decision. The notice of the decision shall be in
writing, sent by mail to the Claimant's last known address, and, if
a denial of the claim, must contain (i) the specific reasons for
the denial, (ii) specific reference to pertinent provisions of the
Plan on which the denial is based, and (iii) if applicable, a
description of any additional information or material necessary to
perfect the claim, an explanation of why such information or
material is necessary, and an explanation of the claims review
procedure.
(b) Review Procedure. A Claimant is entitled to request a
review of any denial of the Claimant's claim by the Committee. The
request for review must be submitted to the Committee in writing
within 60 days after notice of the denial is mailed. Absent a
request for review within the 60-day period, the claim will be
deemed to be conclusively denied. A review of any denial of a
claim shall be conducted by the Committee or its designee in a
manner which complies with applicable regulations of the Department
of Labor.
ARTICLE VI
Miscellaneous Provisions
6.1 Limitation of Rights. Nothing contained in this Plan shall
be construed to limit in any way the right of an Employer to
terminate an Eligible Employee's employment at any time or to be
evidence of any agreement or understanding, express or implied,
that an Employer will employ an Eligible Employee in a particular
position or at any particular rate of remuneration.
6.2 Life Insurance. The Employer in its discretion may apply
for and procure, as owner and for its own benefit, insurance on the
life of an Eligible Employee, in such amounts and in such forms as
the Employer may choose. An Eligible Employee shall have no
interest whatsoever in any such policy or policies, but at the
request of the Employer the Eligible Employee shall submit to
medical examinations and supply such information and execute such
documents as may be required by the insurance company or companies
to whom the Employer has applied for insurance.
6.3 Nonalienation of Benefits. No amounts payable hereunder may
be assigned, pledged, mortgaged or hypothecated and, to the extent
permitted by law, no such amounts shall be subject to legal process
or attachment for the payment of any claims against any person
entitled to receive the same.
6.4 Amendment or Termination of Plan. The Board of Directors of
USF&G may amend this Plan from time to time in any respect, and may
at any time terminate the Plan in its entirety or as it applies to
any Employer; provided, however, that an Eligible Employee's
entitlement to benefits under this Plan may not be terminated or
reduced. This Plan shall terminate automatically if the Basic Plan
terminates, in which event (i) no additional employees shall become
participants in this Plan and (ii) benefits under this Plan shall
be paid in the same manner and at the same time as benefits under
the Basic Plan, regardless of whether Basic Plan benefits are paid
at or before an Eligible Employee's retirement.
6.5 Unfunded Plan. This Plan is unfunded. The obligations of
an Employer with respect to the benefits payable hereunder shall be
paid out of the Employer's general assets and shall not be secured
by any form of trust, escrow or otherwise. The rights of an
Eligible Employee, or the Eligible Employee's surviving spouse, to
benefits under the Plan shall be solely those of an unsecured
creditor of the Employer. Any assets acquired by or held by the
Employer in connection with the liabilities assumed by it pursuant
to the Plan shall not be deemed to be held under any trust for the
benefit of an Eligible Employee, or the Eligible Employee's spouse,
or to be security for the performance of the obligations of the
Employer but shall be, and remain, general, unpledged, and
unrestricted assets of the Employer. No representation shall be
made to any Eligible Employee which is contrary to this Section 6.5
or which in any way suggests that any assets which may be
maintained by the Employer in respect of its obligations under this
Plan will be used solely for that purpose.
6.6 Construction of Plan. This Plan shall be administered and
construed so as to qualify as an "unfunded" plan providing benefits
to a "select group of management or highly compensated employees,"
as those terms are used in the Employee Retirement Income Security
Act of 1974.
6.7 Employer Obligations. Each Employer shall be obligated to
pay benefits under this Plan to its Eligible Employees and no
Employer shall be obligated to fulfill the obligations of any other
Employer under this Plan.
ARTICLE VII
Effective Date
7.1 The foregoing Plan is effective January 1, 1991. It shall
apply to persons in the employ of an Employer on and after that
date. It shall not apply to former employees of any Employer whose
employment terminated before that date. The rights of employees
whose employment terminated before January 1, 1991 shall be
determined under the terms of the Plan which applied when
employment terminated.
IN WITNESS WHEREOF, USF&G has caused this Plan to be executed on
its behalf.
UNITED STATES FIDELITY
AND GUARANTY COMPANY
By
Date: