Exhibit 10.1
HORACE MANN
SUPPLEMENTAL EMPLOYEE
RETIREMENT PLAN
(SERP)
1997 RESTATEMENT
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ARTICLE I - GENERAL
1.1 Establishment. Effective 01 January 1992, Horace Mann Educators
Corporation and Horace Mann Service Corporation (collectively referred to
as the "Company") established an unfunded, deferred compensation plan on
behalf of certain designated management or highly compensated employees of
the Company or any subsidiary of the Company which has adopted the Horace
Mann Pension Plan ("HMPP"). This document defines the provisions of such
plan and shall be known as the "Horace Mann Supplemental Employee
Retirement Plan" (the "Plan" or "SERP").
Effective 12 February 1997, the Plan was amended and restated to include
the same vesting provisions as contained in the HMPP.
1.2 Purpose. The Company maintains the HMPP which is intended to meet the
requirements of a "qualified" retirement plan under Section 401(a) of the
Internal Revenue Code of 1986, as amended ("Code"). The HMPP was amended
effective 01 January 1992, to contain a new benefit formula designed to
comply with the requirements for a qualified retirement plan as a result of
the Tax Reform Act of 1986 and other legislative and regulatory
developments. As of 31 December 1991, the HMPP's original primary offset
formula was frozen. This Plan was established to replace benefits lost due
to diminution of benefit accruals for the Eligible Employees. Also, this
Plan is intended to be an unfunded, deferred compensation plan for this
select group of management or highly compensated employees, as described in
Sections 201(2), 301(a)(3), and 401(s)(1) of the Employee Retirement Income
Security Act of 1974 ("ERISA").
1.3 Application of Plan. The terms of this Plan are applicable only to the
Eligible Employees who were in the active employ of the Company before
August 29, 1989 and after January 1, 1992.
1.4 Sponsorship. Horace Mann Service Corporation maintains and sponsors the
Plan.
ARTICLE II - DEFINITIONS
The following terms, whenever used in the following capitalized form, shall
have the meaning set forth below unless the context clearly indicates otherwise,
or unless modified by an Appendix attached hereto:
2.1 "Committee" means the Committee appointed pursuant to the terms of the
HMPP, with the responsibility and authority described therein.
2.2 "Company"means Horace Mann Educators Corporation and Horace Mann Service
Corporation and any successors thereto.
2.3 "Compensation" means the Compensation recognized for a Participant under
the HMPP at the same point in time.
2.4 "Eligible Employee" means those designated management or highly compensated
Employees in the Appendix, but only for the period prior to their
Termination of Employment.
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2.5 "Employer" or "HMSC" means Horace Mann Service Corporation.
2.6 "ERISA" means the Employee Retirement Income Security Act of 1974, as from
time to time amended.
2.7 "Final Average Earnings" means the Final Average Earnings recognized for a
Participant under the HMPP at the same point in time.
2.8 "HMPP" means the Horace Mann Pension Plan, as amended from time to time.
2.9 "Hour of Service" means each hour which an Eligible Employee is directly or
indirectly paid or entitled to payment by the Employer for the performance
of duties.
2.10 "Internal Revenue Code" or "Code" means the Internal Revenue Code of 1986,
as amended, and any subsequent Internal Revenue Code. If there is a
subsequent Internal Revenue Code, any references herein to Internal Revenue
Code sections shall be deemed to refer to comparable sections of any
subsequent Internal Revenue Code.
2.11 "Joint and 50% Survivor Annuity" means a reduced monthly benefit payable as
defined in the HMPP.
2.12 "Joint and Survivor Annuity" means a reduced Retirement Benefit payable as
defined in the HMPP.
2.13 "MPPP" means the Horace Mann Money Purchase Pension Plan, as amended from
time to time.
2.14 "Normal Form of Payment" has the same meaning as defined in the HMPP.
2.15 "Participant" means an Eligible Employee who has satisfied the requirements
of the Plan to become a Participant or former Eligible Employee who has an
Accrued Benefit under the Plan.
2.16 "Payment Date" means the relevant date for determining when the retirement
benefits or death benefits shall be paid and the form of payment and shall
be the first day of the month next following a Participant's Termination of
Employment.
2.17 "Plan" means the Plan as herein set forth, or as may be amended hereafter
from time to time.
2.18 "Plan Year" means each twelve-consecutive month period beginning 01 January
1992.
2.19 "Predecessor Employer" means CIGNA Corporation and each other company for
whom employment would earn "eligible service" under the Prior Plan as
defined in the HMPP.
2.20 "Primary Social Security Benefit" means the estimated monthly primary
insurance amount as defined in Appendix I to the HMPP.
2.21 "QDRO" means a domestic relations order which the Committee has determined
to be a qualified domestic relations order within the meaning of Section
414(p) of the Code.
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2.22 "Spouse" means a person who is the Participant's Spouse under the
HMPP.
2.23 "Termination of Employment" occurs when a person ceases to be employed by
HMSC.
2.24 "Years of Credited Service" or "Credited Service" means only those periods
of service as defined in the HMPP for purposes of benefit calculation. Any
service beyond 30 years will not be included in the benefit calculation.
2.25 "Years of Eligible Service" or "Eligible Service" means the number of full
and fractional Years of Eligible Service recognized for a Participant as
defined under the HMPP.
ARTICLE III - PARTICIPATION
3.1 Becoming a Participant. Each Eligible Employee shall initially become a
Participant on 01 January 1992.
3.2 Reemployment.
(a) Following Retirement. If a Participant retires from the Company, and
subsequently is re-employed as a full time, part time or temporary
employee who works more than 10 days per month, the Participant's periodic
SERP benefit will cease until he re-retires. Upon his subsequent
retirement, his prior and additional service and earnings, plus any
additional credit earned under the qualified plan(s) will be included in
the recalculation of the Participant's SERP benefit.
In the event the Participant retires and is re-employed and works less
than 10 days a month, the Participant's periodic SERP payment will
continue.
(b) Following Termination of Employment for reason(s) other than
Retirement. If an Eligible Employee's Termination of Employment is for
reason(s) other than Early or Normal Retirement, then upon re-employment
any prior service will be credited as it is credited under the HMPP.
However, to the extent that the Participant received a Lump Sum
distribution under the SERP, as defined in the HMPP, the Participant will
not receive credit under this Plan for that prior service.
3.3 Ceasing to be a Participant. A person will cease to be a Participant with
respect to his Accrued Benefit earned prior to his Termination of
Employment:
(a) if he becomes a Participant in the Executive Supplemental Employee
Retirement Plan (ESERP) then all benefits under this Plan will be
forfeited;
(b) if he loses all of his Years of Credited Service under the HMPP; or
(c) if he dies.
3.4 Appendix Provisions. Notwithstanding terms and provisions to the contrary,
the terms and provisions of any Appendix shall govern.
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ARTICLE IV - ELIGIBILITY FOR AND AMOUNT OF RETIREMENT BENEFITS
4.1 Eligibility. Benefits are payable under the SERP only if the Participant
separates from service from the Company and would be considered to be
vested under the HMPP That eligibility would include early, normal, and
postponed retirement. As defined in the HMPP:
(a) For employees who separate from service and are immediately eligible
for retirement benefits:
(I) Normal Retirement Date is the first day of the month coincident
with or next following the month in which the Participant is at least
65 years and has at least 5 years of service;
(ii) Early Retirement Date is the first day of the month coincident
with or following the month in which the Participant is at least 55
years and has at least 10 years of service. Benefits will be reduced
according to the Early Retirement Adjustment Factor Table as contained
in the HMPP; or
(iii) Postponed Retirement Date is the first day of the month
coincident with or next following the Participant's termination of
employment with the Company after his Normal Retirement Date and the
Participant will continue to accrue service under this Plan (up to 30
years) and eligible compensation.
(b) For employees who separate from service, who are vested but not yet
eligible for retirement benefits:
(I) Normal vested benefits are payable as of the first day of the
month coincident with or next following the Participant's 65th
birthday and the Participant has at least 5 years of service and are
calculated in the same manner as provided in the HMPP at the time of
the Participant's separation from service; or
(ii) Early vested benefits are payable as of the first day of the
month coincident with or following the month in which the Participant
is at least 55 years and has at least 10 years of service. Benefits
are calculated in the same manner as provided in the HMPP at the time
of the Participant's separation from service and will be reduced
according to the Deferred Vested Retirement Adjustment Factor Table
as contained in the HMPP.
4.2 Vesting. The SERP benefits are subject to the same vesting provisions as
described in the HMPP.
4.3 Retirement Benefit Calculation. The purpose of the SERP is to provide in
conjunction with benefits payable from the HMPP and the MPPP, a retirement
income equal to the benefit provided under the pre-01 January 1992 HMPP as
stated in the "guaranteed benefit" at age 65 years.
(a) A Participant who attains his Normal Retirement Date as an Eligible
Employee shall have a retirement benefit equal to his Accrued Benefit,
defined in the same manner as the Accrued Benefit in the HMPP. The SERP
base benefit formula is:
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*an average of the Participant's highest 36 consecutive months of Eligible
Earnings;
*times 2%;
*times Years of Credited Service under the HMPP (up to 30 years);
*minus 50% of the Primary Income Social Security Benefit;
*equals the Participant's lifetime only benefit at age 65 years.
(b) To determine what benefit, if any, is due under the SERP, the
following calculation would be performed.
*SERP lifetime only base benefit;
*minus the lifetime only benefit payable from the HMPP;
*minus the lifetime only benefit payable from the MPPP, as defined in the
HMPP;
*equals the lifetime only benefit payable from the SERP.
If the combined payable benefits from the HMPP and the MPPP are greater
than the SERP, then no benefits are payable from the SERP. This would
apply to any other forms of benefits payable (such as, early retirement or
surviving spouse options). In addition, the SERP will not pay supplemental
benefits due to IRC statutory limitations.
4.4 Commencement of Retirement Benefits. All Retirement Benefits will be paid
as of the appropriate Payment Date. In the event payment of a Retirement
Benefit does not commence or is not made until after a Participant's
Payment Date, the Plan will pay to such Participant all amounts due and
unpaid since the Payment Date in accordance with the form of payment in
effect on the Payment Date.
ARTICLE V - DEATH BENEFITS
5.1 Entitlement to Death Benefits.
(a) Amount and Conditions of Spouse's Death Benefit. Upon the death on or
after 01 January 1992 and prior to the Payment Date of any Retirement
Benefit, of a Participant who has satisfied the Conditions hereinafter
described, the Spouse of such Participant shall be entitled to a Death
Benefit commencing on the Spouse's Payment Date and in the amount described
hereinafter:
(i) With respect to a Participant who is not an Eligible Employee on
his date of death, and whose death occurs after he has attained his
Normal Retirement Date or Early Retirement Date, the Death Benefit
shall be an amount that the Participant would have been paid had the
Participant commenced to receive Retirement Benefits on what would
have been the Participant's Payment Date and had he died the next day.
(ii) In the case of a Participant who is an Eligible Employee on the
date of his death and who has accrued not less than five (5) Years of
Eligible Service, the Death Benefit shall be an amount equal to fifty
percent (50%) of the Participant's Accrued Benefit payable in a Single
Life Annuity.
(b) No Death Benefit. If a Death Benefit is not applicable in accordance
with Section 5.1(a), or the Spouse dies before the Payment Date of such
Death Benefit, no Death Benefit shall be paid from the Plan.
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5.2 Claiming Death Benefits. All Death Benefits will be paid commencing as of
the appropriate Payment Date. In the event payment of a Death Benefit does
not commence or is not made until after the Payment Date, the Plan will pay
to such Spouse all amounts due and unpaid since the Payment Date in
accordance with the form of payment automatically in effect on the Payment
Date. Notwithstanding the request or election to the contrary, the Plan
Administrator shall direct an immediate distribution of a Lump Sum payment
(determined pursuant to the appropriate table as defined in the HMPP) if
the value of the Death Benefit payable as of the Payment Date does not
exceed the applicable limit as defined in the HMPP.
ARTICLE VI - FORM AND COMMENCEMENT OF RETIREMENT BENEFITS
6.1 Form and Commencement. As defined in the HMPP, benefits payable under this
Plan shall be paid in the Normal Form of Payment beginning on the
Participant's Payment Date. However, in the manner described in Section
6.2, any benefit due to a Participant under this Plan may be paid in the
form of a Joint and Survivor Annuity or a Lump Sum payment. Each alternate
form of payment shall be in the Actuarial Equivalent as defined in the HMPP
of a Single Life Annuity.
6.2 Participant Elections. A Participant (or a Participant's spouse should the
Participant pre-decease the Participant) shall have the right to elect, by
delivery of written notice to the Plan Administrator at any time prior to
his Payment Date, not to have the Retirement Benefit paid in the Normal
Form of Payment. Any election made by a person pursuant to this Section
may be revoked by such person by delivering written notice to the Plan
Administrator at any time prior to his Payment Date and, once revoked, may
be made again at any time by delivering written notice to the Plan
Administrator prior to his Payment Date. An election to receive payment of
his Retirement Benefit in the form of a Lump Sum shall be subject to the
approval of the Plan Administrator in his or her absolute discretion. The
Plan Administrator shall only approve a Lump Sum form of payment when the
Participant has demonstrated to the Plan Administrator's satisfaction that
he is suffering or will soon be suffering a severe economic hardship due to
severe and unexpected financial emergencies, as described in Section 6.3,
and he has no readily available resources to meet the hardship.
6.3 Hardship. A severe economic hardship shall include:
(a) unreimbursed medical expenses for the Participant, the Participant's
Spouse, or the Participant's dependents;
(b) unreimbursed expense for the Participant, Participant's Spouse or the
Participant's dependents for long-term care, custodial care, or elder care;
(c) purchase of a Participant's primary residence;
(d) mortgage or rent payments to prevent the Participant's eviction from,
or foreclosure on, his principal residence;
(e) unreimbursed educational expense for the Participant or the
Participant's dependents;
(f) payment of expenses in order to prevent the Participant's bankruptcy;
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(g) in the cases of terminal illness of the Participant, the Spouse or the
Participant's Dependents;
(h) other financial emergencies of an unforeseen nature, that would impose
severe hardship on the Participant as determined in a nondiscriminatory
manner.
Hardships for purposes of the Plan would not include purchase of a
secondary residence or similar types of real estate, meeting outstanding
credit indebtedness, mortgage balloon payments, refinancing, and other
similar types of events.
In order to qualify for a Lump Sum distribution for the above hardships,
the Participant must not have any other readily available resources that
would meet the Participant's unforeseen, immediate financial need. This
would not include the forced selling of property significantly below its
true value or incurring a substantial penalty because of an early surrender
of a certificate of deposit. If the Participant requests a "hardship" Lump
Sum distribution, he will be required to make the request in writing and to
submit documentation of the financial need and certification of the
unavailability of other resources to meet the need.
The review and approval of the hardship Lump Sum distribution is made by
the Plan Administrator. Should the Participant's request be denied, and he
feels that denial is in error, he should appeal his request within sixty
(60) days of the denial to the Plan Administrator and the Chairperson of
the Pension Committee. Any decision made subsequent to the appeal review
process will be considered final.
Subsequent to review and approval, benefits will be paid approximately
thirty (30) days later by draft without interest from the Payment Date.
6.4 Facility of Payment. All benefits under the Plan shall be paid to the
Participant or Spouse entitled thereto ("Payee") by a check which shall be
endorsed personally by the Payee.
6.5 Effect of Return of Benefit Checks. Each person entitled to benefits under
this Plan shall furnish the Plan Administrator with the address to which
his benefit checks shall be mailed. If any benefit check is mailed by
regular United States Mail to the last address appearing on the Plan
Administrator's record is returned because the addressee is not found at
that address, the mailing of benefit checks shall stop. Thereafter, if the
Plan Administrator receives written notice of the proper address of the
person entitled to receive such benefit checks and is furnished with
evidence satisfactory to the Plan Administrator that such person is living,
all amounts then due shall be forwarded to such person.
6.6 Small Pensions. Notwithstanding a Participant's election otherwise or any
other provision of this Plan, if the Lump Sum value (determined pursuant to
the appropriate Table contained in the HMPP) of a Participant's Retirement
Benefit does not exceed the applicable limit prescribed by the HMPP, the
Plan Administrator shall make full payment of such Retirement Benefit in a
Lump Sum.
ARTICLE VII - PLAN FINANCING
7.1 Funding. All benefits payable under the Plan constitute general corporate
obligations of
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the Employer. The amounts payable under the Plan shall be reflected on the
accounting records of the Employer but shall not be construed to create or
require the creation of a trust, custodial, or escrow account. No
Participant (or Spouse of a Participant) shall have any right, title, or
interest whatever in or to any investment reserves, accounts, or funds that
an Employer may purchase, establish, or accumulate to aid in providing
benefits under this Plan. Nothing contained in this Plan, and no action
taken pursuant to its provisions, shall create a trust or fiduciary
relationship of any kind between an Employer and a Participant or any other
person. Neither a Participant or Spouse of a Participant shall acquire any
interest greater than that of an unsecured creditor.
7.2 Employer Contributions. The Employer shall make payments from its general
assets to pay benefits under this Plan in such amounts and at such times as
the Committee, in accordance with the Plan, shall from time to time direct.
7.3 Benefits Payable Only From Corporate Assets. All benefits provided by this
Plan shall be paid solely out of the corporate assets of the Employer.
ARTICLE VIII - ADMINISTRATION
8.1 Pension Committee. The same membership structure, actions, responsibility
and authority shall apply to this Plan as described in the HMPP and the
MPPP. The decision of the Pension Committee in matters within its
jurisdiction shall be final, binding, and conclusive upon the Company and
upon each Eligible Employee, Participant, spouse, and every other person or
party interested or concerned.
8.2 Plan Administrator. The Plan Administrator shall have the same duties and
authority pursuant to this Plan as are described in the HMPP and the MPPP.
All affairs of calculation, payment and administration of the SERP are
conducted by the Plan Administrator. No benefits will be paid under the
terms of this Plan without the authorization of the Plan Administrator.
The Plan Administrator shall be entitled to rely conclusively upon all
tables, valuations, certificates, opinions and reports furnished by any
actuary, accountant, controller, counsel or other person employed or
engaged by the Company with respect to the Plan.
8.3 Liability. The Committee and Plan Administrator shall be free from all
liability, joint and several, for their acts as members of such Committee,
except to the extent that they may have committed wilful misconduct or
otherwise required by federal law.
ARTICLE IX - AMENDMENT AND TERMINATION
9.1 Amendment or Termination. The Company and Pension Committee intend the
Plan to be permanent but reserve the right to amend or terminate the Plan
when, in the sole opinion of the Pension Committee, such amendment or
termination is advisable. Any such amendment or termination shall be made
pursuant to a resolution of the Board of Directors of the Company and shall
be effective as of the date of such resolution. No amendment or
termination of the Plan shall directly or indirectly deprive any
Participant or surviving spouse of all or any portion of any SERP Benefit
payment which has commenced prior to the effective date of the resolution
amending or terminating the Plan.
Unless expressly provided for in this Plan, the Pension Committee may only
amend,
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modify, change or revise the Plan by amendment if such amendment could have
been adopted under the first paragraph of this Section and it does not
cause a change in the level or type of expenses to be made to the Plan or
otherwise materially increase the duties and obligation of the Employer
with respect to the Plan.
9.2 Change of Control. In the event of a Change of Control of HMEC (the parent
company of HMSC), certain protection will apply. Any Participant who is
employed by HMSC when a Change of Control occurs, who has signed a
severance agreement and who is discharged for reasons other than cause,
during a three year period subsequent to the Change of Control, will
receive their benefit from the SERP in a lump sum payment equal to their
accrued benefit under the SERP, as defined in Article 4, at the time of
severance. Should this Plan be terminated and not replaced due to a Change
of Control of HMEC, all SERP Participants will receive a lump sum payment
as defined in the HMPP of their accrued benefit as of the date of
termination of the SERP. All payments will be made in a reasonable period
after the triggering event has occurred.
A Change of Control shall be deemed to have occurred if (i) there shall be
consummated (1) 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 a merger of the Company in which
no Company shareholder's ownership percentage in the surviving corporation
immediately after the merger is less than such shareholder's ownership
percentage in the Company immediately prior to such merger by ten percent
(10%) or more, or (2) 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; (ii) the shareholders of the Company
approve any plan or proposal for the liquidation or dissolution of the
Company which is a part of a sale of assets, merger, or reorganization of
the Company or other similar transaction; (iii) any "person" as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), is or becomes, directly or indirectly, the
"beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of
securities of the Company that represent 51% or more of the combined voting
power of the Company's then outstanding securities; or (iv) a majority of
the members of the Company's Board of Directors are persons who are then
serving on the Board of Directors without having been elected by the Board
of Directors or having been nominated by the Company for election by its
shareholders.
9.3 Corporate Successors. The Plan shall not be automatically terminated by a
transfer or sale of assets of the Company or by the merger or consolidation
of the Company into or with any other corporation or other entity, but the
Plan shall be continued after such sale, merger or consolidation only if
and to the extent that the transferee, purchaser or successor entity agrees
to continue the Plan. In the event the Plan is not continued by the
transferee, purchaser or successor entity, then the Plan shall terminate
subject to the provisions of paragraphs 9.1 and 9.2.
ARTICLE X - MISCELLANEOUS PROVISIONS
10.1 Maximum Pensions. The provisions of Section 14.11 of the HMPP (or
successor provisions thereof) which impose the Code Section 415 limits on
benefit accruals and all related definitions in the HMPP are incorporated
herein by reference, made a part hereof, and made applicable to limit a
Participant's Retirement Benefit or his Spouse's Death Benefit hereunder.
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10.2 Nonalienation of Benefits. No benefit payable at any time under this Plan
shall be subject to any manner to alienation, sale, transfer, assignment,
pledge, attachment, or other legal processes, or encumbrance of any kind.
Any attempt to alienate, sell, transfer, assign, pledge or otherwise
encumber any such benefits, whether currently or thereafter payable, shall
be void. No benefit, nor any fund which may be established for the payment
of such benefits, shall, in any manner, be liable for or subject to the
debts or liabilities of any person entitled to such benefits. If any
person shall attempt to, or shall, alienate, sell, transfer, assign, pledge
or otherwise encumber his benefits under this Plan, or if by reason of his
bankruptcy or other event happening at any time, such benefits would
devolve upon any other person or would not be enjoyed by the person
entitled thereto under the Plan, then the Committee, in its discretion, may
terminate the interest in any such benefits of the person entitled thereto
under the Plan and hold or apply them to or for the benefit of such person
entitled thereto under the Plan in such manner as the Committee may deem
proper.
10.3 No Contract of Employment. Nothing contained in this Plan shall be
construed as a contract of employment between any Employer and any person
or as creating a right of any person to be continued in the employment of
any Employer.
10.4 Termination of Employment. When a person incurs a Termination of
Employment his right to benefits from this Plan shall be determined only by
the terms of this Plan.
10.5 No Duplication of Benefits. No benefits shall be paid to any person under
more than one provision of this Plan for the same period of time.
10.6 Limitations on Liability and Indemnification. Notwithstanding any of the
preceding provisions of the Plan, neither the Company, Plan Administrator,
nor any individual acting as an employee or agent of the Company or as a
member of the Pension Committee shall be liable to any Participant, former
Participant, surviving spouse or any other person for any claim, loss,
liability or expense incurred in connection with the Plan.
Further, the Company shall indemnify and hold harmless each member of the
Board of Directors, each member of the Pension Committee, the Plan
Administrator, and each officer and employee of the Company to whom are
delegated duties, responsibilities and authority with respect to the Plan
against all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon him (including but not limited to
reasonable attorney fees) which are not the result of intentional acts
knowingly in violations of the Plan or the law.
10.7 Reduction for Overpayment. The Committee shall, whenever it determines
that a person has received benefit payments under this Plan in excess of
the amount to which the person is entitled under the terms of the Plan,
make two reasonable attempts to collect such overpayment from the person.
If the person to whom such overpayments were made does not, within a
reasonable time, make the requested repayment to the Plan Administrator,
the overpayment shall be considered as an advance payment of benefits and
the Committee shall direct the Plan Administrator to reduce all future
benefits payable to that person by the actuarial equivalent value of the
overpayment. The Actuarial Equivalency is defined in the same manner as
the HMPP.
10.8 Gender and Number. Except when the context indicates to the contrary when
used herein, masculine terms shall be deemed to include the feminine, and
singular the plural.
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10.9 Invalidity of Certain Provisions. If any provision of this Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provisions hereof and the Plan shall be construed and
enforced as if such provisions, to the extent invalid or unenforceable,
had not been included.
10.10 Headings. The headings of articles are included solely for convenience of
reference, and if there is any conflict between such headings and the text
of this Plan, the text shall control.
10.11 Law Governing. The Plan shall be construed and enforced according to the
laws of the State of Illinois (other than its laws respecting choice of
law).
Executed in two counterpart originals effective as of 12 February 1997.
HORACE MANN SERVICE CORPORATION
By: /s/ Kathryn Karr
----------------------------
Plan Administrator
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