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10(HH)
Amended and Restated
Supplemental Retirement Plan
of
State Auto Mutual
Effective as of January 1, 1994
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Exhibit 10(HH)
SUPPLEMENTAL RETIREMENT PLAN FOR
EXECUTIVE EMPLOYEES OF STATE AUTO INSURANCE COMPANIES
(RESTATEMENT)
This Supplemental Retirement Plan (the "Plan") is amended and restated
by State Automobile Mutual Insurance Company, an Ohio corporation ("State
Auto"), effective as of January 1, 1994.
BACKGROUND INFORMATION
A. State Auto has previously established and maintained the
Supplemental Retirement Plan for Executive Employees of State Auto Insurance
Companies, effective December 1, 1992.
B. State Auto now desires to amend and restate the Plan, effective as
of January 1, 1994, to consolidate amendments previously adopted and implemented
with respect to the Plan.
C. The purpose of the Plan is to provide certain selected executives of
State Auto with a supplemental retirement benefit in excess of the benefit
provided under the State Auto Insurance Companies Employees' Retirement Plan
(the "Qualified Plan"), which is tax-qualified under Sections 401(a) and 501(a)
of the Internal Revenue Code of 1986, as amended (the "Code").
PLAN
ARTICLE I - SUPPLEMENTAL RETIREMENT BENEFITS
Section 1.1. SUPPLEMENTAL BENEFITS. The purpose of this Plan is to
provide a select group of State Auto executives chosen by the Chief Executive
Officer and approved by the Board of Directors ("Participants") with
supplemental retirement benefits (the "Supplemental Benefits"). The Supplemental
Benefits are to make up for any reduction in the benefits a Participant would
otherwise receive under the Qualified Plan due to (a) the limitations on
benefits imposed by Section 415 of the Code and/or (b) the limitations on
compensation considered under the Qualified Plan imposed by Section 401(a)(17)
of the Code. The Supplemental Benefits payable to a Participant under this Plan
shall equal an annual retirement income payable for the life of the Participant
which, when combined with the benefits payable to the Participant under the
Qualified Plan, will provide a total retirement benefit comparable to the
benefit the Participant would receive under the Qualified Plan alone if the
Participant's benefits under the Qualified Plan were not subject to the
limitations of Section 415 of the Code and if the Participant's compensation
under the Qualified Plan were not subject to the limitations of Section
401(a)(17) of the Code.
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A Participant's Supplemental Benefits under this Plan shall be computed
in accordance with the benefit formula and actuarial assumptions, methods and
procedures applicable under the Qualified Plan and shall be based on the "normal
form" of payment under the Qualified Plan at the date of the Participant's
actual retirement.
ARTICLE II - BENEFITS
Section 2.1. FORM OF PARTICIPANT'S BENEFITS. At the time a
Participant's Supplemental Benefits under this Plan become payable, such
benefits shall be paid in the same form as the Participant's benefits under the
Qualified Plan are payable to the Participant, whether in the "normal form" or
an available optional form of payment elected by the Participant, with the valid
consent of the Participant's surviving spouse where required by the Qualified
Plan. Any payment of benefits in the form of a joint and survivor annuity shall
be based upon the joint life expectancy of the Participant and the Participant's
designated beneficiary as of the date the first annuity payment commences and
shall not be redetermined in the event the Participant revokes or modifies the
beneficiary designation.
Section 2.2. COMMENCEMENT OF BENEFITS. Payment of a Participant's
Supplemental Benefits shall commence on the same date as payment of the benefits
under the Qualified Plan to the Participant commences. Any election made by the
Participant under the Qualified Plan with respect to the commencement of payment
of benefits under the Qualified Plan shall also be applicable with respect to
the commencement of payment of amounts payable as Supplemental Benefits under
this Plan.
Section 2.3. PAYMENT ALTERNATIVES. At State Auto's election, or upon
request by the Participant or his designated beneficiary, the entire amount of
the Participant's Supplemental Benefits may be payable hereunder at any time
following the Participant's retirement, other termination of service, or
disability in the form of a lump sum or in installments over a fixed period of
time not to exceed 20 years; provided, however, that no such request shall be
binding upon State Auto, and any accelerated or deferred payment hereunder shall
be made only in the sole discretion of State Auto. In addition, State Auto may
alter the payment method in effect from time to time in its sole discretion as
necessary or desirable to avoid the loss of a tax deduction under Code Section
162(m). Notwithstanding the foregoing, if a change in control occurs, State Auto
may under no circumstances and for no reason extend the payment period beyond,
or delay the commencement of payments to a date later than, the time otherwise
specifically provided under this Plan.
Section 2.4. ACTUARIAL EQUIVALENT. Payment of the amount of the
Supplement Benefits in a form other than the normal form of benefit available
under the Qualified Plan, or which commences at any time prior to a
Participant's Normal or Early Retirement Date, as defined by the Qualified Plan,
shall be the actuarial equivalent of the amount of Supplemental Benefits payable
in the normal form at the applicable retirement date, determined using the same
actuarial assumptions as set forth in the Qualified Plan.
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Section 2.5. DEATH BENEFITS. In the event of the death of a Participant
while receiving benefit payments under any provision of this Plan, State Auto
shall pay the remaining payments due under this Plan in accordance with the
method of distribution in effect on the date of the Participant's death. In the
event of the death of a Participant prior to the commencement of the
distribution of benefits under this Plan, State Auto shall pay a death benefit
under this Plan based on the death benefit that would have been payable to the
Participant's spouse or other beneficiary under the Qualified Plan if such
benefit were not limited by Code Section 415 or Code Section 401(a)(17) less the
amount actually payable as a death benefit under the Qualified Plan as so
limited. Such death benefit shall be payable at the time when, and in the form
that, the death benefit (if any) under the Qualified Plan becomes payable to the
beneficiary or beneficiaries designated under the Qualified Plan. To the extent
permitted under the Qualified Plan, the beneficiary may select an optional form
of payment.
Section 2.6. BENEFICIARY DESIGNATION. Each Participant shall designate
one or more beneficiaries to receive any benefits hereunder payable in the event
of his death on a form to be supplied by State Auto. The Participant may change
his beneficiary designation at any time (without the consent of any prior
beneficiary) by executing a revised beneficiary designation form and delivering
it to State Auto before his death. In the absence of a beneficiary designation,
or in the event the designated beneficiary predeceases the Participant or cannot
be located, death benefits under this Plan shall be payable to the beneficiary
of the Participant's benefits under the Qualified Plan.
ARTICLE III - MISCELLANEOUS
Section 3.1. RIGHT TO ASSETS. Nothing contained in this Plan and no
action taken pursuant to the provisions of this Plan shall create or be
construed to create a trust that is not subject to the claims of State Auto's
unsecured general creditors, or a fiduciary relationship between State Auto and
any Participant, any designated beneficiary or any other person. If State Auto
elects to purchase insurance policies or otherwise invest any funds in
connection with this Plan, all such policies or other investments shall continue
for all purposes to be a part of the general assets of State Auto, and no person
other than State Auto shall, by virtue of the provisions of this Plan, have any
interest in such funds. State Auto shall be the sole named beneficiary of any
insurance policies purchased by State Auto on the life of the Participant. To
the extent any Participant, any designated beneficiary or any other person
acquires a right to receive payments from State Auto under this Plan, such right
shall be no greater than the right of any unsecured general creditor of State
Auto.
Section 3.2. ASSIGNMENT AND ALIENATION PROHIBITED. Neither a
Participant, his surviving spouse, nor other beneficiaries under this Plan shall
have the power or right to transfer, assign, anticipate, hypothecate, mortgage,
commute, modify, or otherwise encumber, in advance, any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony or separate maintenance owed by the Participant
or
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his beneficiary, nor be transferable by operation of law in the event of
bankruptcy, insolvency, or otherwise. In the event any Participant or any
beneficiary attempts assignment, commutation, hypothecation, transfer, or
disposal of the benefits hereunder, State Auto's liabilities shall forthwith
cease and terminate.
Section 3.3. REVOCATION. During the lifetime of the Participants, this
Plan may be amended or revoked at any time or times, in whole or in part, by
State Auto in its sole discretion. However, unless the parties agree otherwise,
in the event of a modification or revocation, each Participant shall be entitled
to the Supplemental Benefits, if any, that have accrued through the date of such
amendment or revocation. Such benefits shall be payable at such times and in
such amounts as provided in this Plan.
Section 3.4. EFFECT ON OTHER STATE AUTO BENEFIT PLANS. Nothing
contained in this Plan shall affect the right of the Participant to participate
in or be covered by any qualified or non-qualified pension, profit-sharing,
group, bonus, or other supplemental compensation or fringe benefit plan
constituting a part of State Auto's existing or future compensation structure.
Except as otherwise expressly provided herein, all terms and conditions
applicable to a Participant's benefit under the Qualified Plan shall be
applicable to the Participant's benefit under this Plan. Any benefit payable to
a Participant under the Qualified Plan shall be paid solely in accordance with
the terms and conditions of the Qualified Plan, and nothing in this Plan shall
operate or be construed to modify, amend or affect the terms and conditions of
the Qualified Plan.
Section 3.5. INTERPRETATION. State Auto shall have full power and
authority to interpret, construe, and administer this Plan, and State Auto's
interpretation and construction thereof and actions thereunder, including any
valuation of a Participant's Supplemental Benefits and the determination of the
amount or recipient of the payments to be made with respect thereto, shall be
binding and conclusive on all persons for all purposes. No trustee, employee or
agent of State Auto shall be liable to any person for any action taken or
omitted in connection with the interpretation and administration of this Plan.
Whenever under this Plan benefits are to be payable monthly, the calculation of
such monthly benefit payments shall be made under any method deemed reasonable
by State Auto, in its sole discretion. State Auto 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 State Auto with respect to the Qualified Plan and/or to
this Plan.
Section 3.6. BINDING EFFECT. This Plan shall be binding upon and inure
to the benefit of State Auto, its successors and assigns, and the Participants
and their heirs, executors, administrators, and legal representatives.
Section 3.7. ENTIRE AGREEMENT. This Plan represents and embodies the
entire agreement and understanding of the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous plan documents and
understandings relative to this subject matter.
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Section 3.8. PLAN NOT A CONTRACT OF EMPLOYMENT. Each Participant's
right to benefits under this Plan shall not be construed or interpreted to
constitute or create a contract of employment between State Auto (or any
affiliate) and the Participant, and nothing contained herein shall be deemed to
confer on the Participant the right to be employed by State Auto (or any
affiliate).
Section 3.9. LIABILITY. No member of the Board of Directors and no
officer or employee of State Auto shall be liable to any person for actions
taken or omitted in connection with this Plan unless attributable to fraud, nor
shall State Auto be liable to any person for actions taken or omitted with
respect to this Plan unless attributable to fraud on the part of any officer,
trustee or employee of State Auto.
Section 3.10. GENDER. Whenever in this Plan words are used in the
masculine or neuter gender, they shall be read and construed as in the
masculine, feminine or neuter gender whenever they should so apply.
Section 3.11. HEADINGS. Headings and subheadings in this Plan are
inserted for reference and convenience only and shall not be deemed a part of
this Plan.
Section 3.12. APPLICABLE LAW. The validity and interpretation of this
Plan shall be governed by the laws of the State of Ohio, to the extent not
superseded by federal law.
STATE AUTOMOBILE MUTUAL INSURANCE
COMPANY
By:________________________________
Title:_____________________________
Date:______________________________
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