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Exhibit (10)(e)
Amended and restated as of October 24, 1988
RETIREMENT PLAN FOR OUTSIDE DIRECTORS
1. Purpose of the Plan
The purposes of this Plan are to attract and retain directors of
exceptional ability and to encourage them to make a long-term
commitment to The Hartford Steam Boiler Inspection and Insurance
Company ("the Company").
2. Administration
The Plan shall be administered by the Compensation Committee of the
Board of Directors together with the President of the Company (the
"Plan Committee"). The Committee is authorized to interpret the Plan
and may from time to time adopt such rules and regulations for
carrying out the Plan as it may deem appropriate. Decisions of the
Committee will be final, conclusive and binding upon all parties
concerned, unless otherwise determined by a majority of the Board of
Directors.
3. Eligibility
(a) A Director who is not an employee of the Company or any of its
subsidiaries and who has been a member of the Board for a
minimum period of one full year shall be eligible to
participate in the Plan.
(b) To receive benefits under this Plan (other than the spousal
death benefit described under Section 5 hereunder) a Director
must continue as a member of the Board until his 55th
birthday.
4. Amount of and Timing of Benefit
(a) A Director who has been a member of the Board for at least ten
years shall be entitled to receive an annual retirement
benefit equal to the annual retainer paid to such Director
immediately prior to his or her retirement.
(b) A Director with more than one full year but less than ten
years of service on the Board shall be entitled to a prorated
annual benefit based on the number of full years he or she has
served on the Board divided by ten, multiplied by the annual
retainer paid to such Director immediately prior to his or her
retirement.
(c) The benefit shall be paid in arrears in semi-annual
installments on January 1st and July 1st of each year and
shall be payable for the life of the Director. Benefit
payments shall commence on the earlier of the January 1st or
July 1st immediately following the Director's retirement.
(d) The amount of benefit payable hereunder to retired directors
may be adjusted periodically at the
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discretion of the Board of Directors.
5. Spousal Death Benefit
(a) In the event of the death of a Director with at least one full
year of service while still serving as a member of the Board,
his or her spouse shall be entitled to receive a death benefit
equal to 50% of the annual director's retainer in effect at
the time of the director's death. The ten years of service
requirement will be waived in the event of the Director's
death while still serving as a member of the Board.
(b) The death benefit will be paid in arrears in equal,
semi-annual installments on January 1st and July 1st of each
year until the spouse dies or remarries.
6. Unfunded Obligations; Trust Agreement
The Company will pay from its general assets all benefits to be paid
hereunder. However, the Company may in its discretion, establish a
trust, escrow agreement or similar arrangement in order to aid the
Company in meeting its obligations hereunder.
Any assets transferred by the Company into any such arrangement shall
remain at all times assets of the Company and subject to the claims of
the Company's general creditors in the event of bankruptcy or
insolvency of the Company. No security interest in such assets shall
be created in a Director's favor and a Director's rights under this
Plan and under any such arrangement shall be those of a general
unsecured creditor of the Company.
7. Assignment and Alienation
Benefits under this Plan may not be anticipated, assigned (either at
law or in equity), alienated, or subjected to attachment, garnishment,
levy, execution or other legal or equitable process. If a Director
became bankrupt or attempts to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge any benefit under this Plan, such
benefit shall, in the discretion of the Company, cease and terminate,
in which event the Company may hold or apply the same or any part
thereof for the benefit of such Director, his or her beneficiary,
spouse, children, other dependants or any of such individuals, in such
manner and in such proportion as the Company may deem proper.
8. Amendment and Termination
The Company reserves the right by action of its Board of Directors to
amend, terminate, or waive any requirement of the Plan at any time,
except that no such action may reduce any benefit that has accrued
under this Plan for any Director or retired Director's without such
Director's or retired Director's written consent.
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9. Change in Control
In the event of a Change in Control of the Company, this Plan shall
continue to be binding upon the Company, any successor in interest to
the Company and all persons in control of the Company or any successor
thereto and no transaction or series of transactions shall have the
effect of reducing or eliminating the benefits payable to a Director
that have not been distributed unless accrued consented to in writing
by such affected Director. A "Change in Control" as referred to under
this Plan shall be deemed to have occurred if:
(a) any "person" (as defined in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, is
or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities
of the Company representing twenty-five percent (25%) or more
of the combined voting power of the Company's then outstanding
securities;
(b) during any period within two (2) consecutive years there shall
cease to be a majority of the Board of Directors comprised as
follows: individuals who at the beginning of such period
constitute the Board of Directors and any new director(s)
whose election by the Board of Directors or nomination for
election by the Company's shareholders was approved by a vote
of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the
period or whose election or nomination for election was
previously so approved; or
(c) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than (i) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) more than 80% of the combined voting
power of the voting securities of the Company (or such
surviving entity) outstanding immediately after such merger or
consolidation or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no "person" (as hereinabove defined)
acquires more than 25% of the combined voting power of the
Company's then outstanding securities; or
(d) the shareholders of the Company approve (i) a plan of complete
liquidation of the Company or (ii) the sale or other
disposition of all or substantially all the
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Company assets.
10. Governing Law
This Plan shall be governed at all times in accordance with the laws
of the State of Connecticut.
11. Effective Date
This Plan will become effective as of September 28, 1981.